Agenda packet — Silicon Valley Clean Energy Board of Directors, December 13, 2023 (part 1 of 3)

333 W El Camino Real, Ste. 330 | Sunnyvale, CA 94087 | SVCleanEnergy.org | 1-844-474-SVCE 6/12/23
George Tyson, Chair
Town of Los Altos Hills
Tina Walia, Vice Chair
City of Saratoga
Elliot Scozzola
City of Campbell
Sheila Mohan
City of Cupertino
Zach Hilton
City of Gilroy
Sally Meadows
City of Los Altos
Rob Rennie
Town of Los Gatos
Evelyn Chua
City of Milpitas
Bryan Mekechuk
City of Monte Sereno
Yvonne Martinez
Beltran
City of Morgan Hill
Margaret Abe-Koga
City of Mountain View
Larry Klein
City of Sunnyvale
Otto Lee
County of Santa Clara

AGENDA PACKET MATERIALS AMENDMENTS SUMMARY
12/11/23

1. Item 1f: Amendment made to Staff Report, Fiscal Impact section (page 84 of packet)

SILICON VALLEY

CLEAN ENERGY

Page 1 of 3 ends

Pursuant to the Americans with Disabilities Act, if you need special assistance in this meeting, please contact the Clerk for the Authority at (408) 721-5301 x1005. Notification 48 hours prior to the meeting will enable the Authority to make reasonable arrangements to ensure accessibility to this meeting. (28 CFR 35.105 ADA Title II).

George Tyson, Chair
Town of Los Altos Hills
Tina Walia, Vice Chair
City of Saratoga
Elliot Scozzola
City of Campbell
Sheila Mohan
City of Cupertino
Zach Hilton
City of Gilroy
Sally Meadows
City of Los Altos
Rob Rennie
Town of Los Gatos
Evelyn Chua
City of Milpitas
Bryan Mekechuk
City of Monte Sereno
Yvonne Martinez Beltran
City of Morgan Hill
Margaret Abe-Koga
City of Mountain View
Larry Klein
City of Sunnyvale
Otto Lee
County of Santa Clara
svcleanenergy.org
333 W El Camino Real
Suite 330
Sunnyvale, CA 94087
Silicon Valley Clean Energy Authority
Board of Directors Meeting
Wednesday, December 13, 2023
7:00 pm
Cupertino Community Hall
10350 Torre Avenue
Cupertino, CA
Teleconference Meeting
Webinar:
https://cityofcupertino.zoom.us/j/96339940385
Telephone (Audio Only):

US: +1 669-900-6833
Webinar ID: 963 3994 0385
Members of the public may also attend this meeting in person, or observe this meeting electronically by accessing the meeting via instructions above. Public Comments can be sent in advance of the meeting via email up to three hours before the meeting begins to Board Clerk Andrea Pizano at [email protected] and will be distributed to the Board of Directors. The public will also have an opportunity to provide comments during the meeting. Members of the public participating remotely and using Zoom may comment during public comment or the applicable agenda item by using the Raise Hand feature and you will be recognized by the Chair. Those using the telephone (audio only) feature should press star 9 on your phones to initiate the “Raise Hand” function in Zoom. You will then be announced, unmuted, and your time to speak will begin.

The public may provide comments on any matter listed on the Agenda. Speakers are customarily limited to 3 minutes each, however, the Board Chair may increase or decrease the time allotted to each speaker based on the number of speakers, the length of the agenda and the complexity of the subject matter. Speaking time will not be decreased to less than one minute.

If you are an individual with a disability and need a reasonable modification or accommodation pursuant to the Americans with Disabilities Act (“ADA”) please contact Board Clerk Andrea Pizano at [email protected] prior to the meeting for assistance.

AGENDA
Call to Order
SILICON VALLEY <3/ CLEAN ENERGY

Page 2 of 3 ends

George Tyson, Chair
Town of Los Altos Hills
Tina Walia, Vice Chair
City of Saratoga
Elliot Scozzola
City of Campbell
Sheila Mohan
City of Cupertino
Zach Hilton
City of Gilroy
Sally Meadows
City of Los Altos
Rob Rennie
Town of Los Gatos
Evelyn Chua
City of Milpitas
Bryan Mekechuk
City of Monte Sereno
Yvonne Martinez Beltran
City of Morgan Hill
Margaret Abe-Koga
City of Mountain View
Larry Klein
City of Sunnyvale
Otto Lee
County of Santa Clara
svcleanenergy.org
333 W El Camino Real
Suite 330
Sunnyvale, CA 94087
Roll Call
Public Comment on Matters Not Listed on the Agenda
The public may provide comments on any matter not listed on the Agenda provided that it is within the subject matter jurisdiction of SVCE. Speakers are customarily limited to 3 minutes each, however, the Board Chair may increase or decrease the time allotted to each speaker based on the number of speakers, the length of the agenda and the complexity of the subject matter. Speaking time will not be decreased to less than one minute.

Consent Calendar (Action)
1a) Approve Minutes of the November 8, 2023, Board of Directors Meeting 1b) Receive October 2023 Treasurer Report
1c) Approve Cancellation of July 10, 2024 Board of Directors Meeting and Receive 2024 Board of Directors Regular Meeting Schedule 1d) Authorize the Chief Executive Officer to Execute a Five-Year Agreement with the Sacramento Municipal Utility District for Program Administration Support for Decarbonization Programs
1e) Authorize the Chief Executive Officer to Execute a Five-Year Agreement with AIQUEOUS/Energy Orbit for Programs Portfolio Management Tool Software and Support
1f) Authorize the Chief Executive Officer to Execute Service Agreements with 1) Arup; 2) Evergreen Economics; and 3) Opinion Dynamics for Data Analytics Support Services
1g) Authorize the Chief Executive Officer to Execute an Agreement with Energy and Environmental Economics (E3) for Long-term Clean Energy Pathways Portfolio Analysis
1h) Approve Amendments to SVCE Financial Policy 7 – Purchasing Card Policy
1i) Approve Plan to Delay Implementation of Net Billing Tariff (Solar Billing Plan, NEM3) in Alignment with PG&E Implementation Delays 1j) Executive Committee Report
1k) Finance and Administration Committee Report
1l) California Community Power Report
1m) Audit Committee Report
SILICON VALLEY <3/ CLEAN ENERGY

Page 3 of 3 ends

George Tyson, Chair
Town of Los Altos Hills
Tina Walia, Vice Chair
City of Saratoga
Elliot Scozzola
City of Campbell
Sheila Mohan
City of Cupertino
Zach Hilton
City of Gilroy
Sally Meadows
City of Los Altos
Rob Rennie
Town of Los Gatos
Evelyn Chua
City of Milpitas
Bryan Mekechuk
City of Monte Sereno
Yvonne Martinez Beltran
City of Morgan Hill
Margaret Abe-Koga
City of Mountain View
Larry Klein
City of Sunnyvale
Otto Lee
County of Santa Clara
svcleanenergy.org
333 W El Camino Real
Suite 330
Sunnyvale, CA 94087
Regular Calendar
2) CEO Report (Discussion)
3) Budget Update, 2024 Customer Rate Setting, and Additional Budget Funding Items (Action)
4) Approve Formation of Transition Ad Hoc Committee (Action) 5) Authorize the Chief Executive Officer to Execute a Five-Year Agreement with the Association for Energy Affordability Inc. for Multifamily Electrification Program Design and Implementation Support Services (Action)
6) 2024 SVCE Board Elections Information (Discussion)
Board Member Announcements and Direction on Future Agenda Items Adjourn

SILICON VALLEY

CLEAN ENERGY

Page 1 of 6 ends

Silicon Valley Clean Energy Authority
Board of Directors Meeting
Wednesday, November 8, 2023
7:00 pm
Cupertino Community Hall
10350 Torre Avenue
Cupertino, CA
Administrative Conference Room, Gilroy City Hall
7351 Rosanna St.

Gilroy, CA 95020

DRAFT MEETING MINUTES
Call to Order:

Chair Tyson called the meeting to order at 7:00 p.m.

Prior to Roll Call, Director Meadows made a statement that she was appearing remotely pursuant to AB 2449 under the Just Cause provision because she was unable to attend in person due to a contagious illness. Director Meadows noted there were no other individuals present in the room with her.

Roll Call

Present:

George Tyson (Chair), Los Altos Hills
Tina Walia (Vice Chair), Saratoga
Elliot Scozzola, Campbell (Arrived during Closed Session) Sheila Mohan, Cupertino
Zach Hilton, Gilroy (Participated via teleconference)
Sally Meadows, Los Altos (Participated via teleconference) Rob Rennie, Los Gatos
Evelyn Chua, Milpitas
Bryan Mekechuk, Monte Sereno
Yvonne Martinez Beltran, Morgan Hill
Pat Showalter, Mountain View
Murali Srinivasan, Sunnyvale
Otto Lee, Santa Clara County

Absent:

None
Public Comment on Matters Not Listed on the Agenda
No speakers.

Public Comment on Closed Session
No speakers.

Item 1a Draft Minutes: Nov. 8, 2023 SVCE Board of Directors Meeting SILICON VALLEY \3/ CLEAN ENERGY

Page 2 of 6 ends

The Board of Directors convened to Closed Session at 7:03 p.m.

Convene to Closed Session
Public Employee Appointment
Title: Chief Executive Officer

CONFERENCE WITH LABOR NEGOTIATORS
Agency Designated Representatives: George Tyson, Tina Walia and Rob Rennie Unrepresented Employee: Chief Executive Officer
The Board of Directors reconvened at 7:42 p.m.

Report from Closed Session
Chair Tyson reported the Board met in Closed Session to consider appointment of a new CEO and by a vote of 13 Directors in favor, no opposing, and no abstentions, the Board voted to appoint Monica Padilla as SVCE’s new CEO.

Consent Calendar
MOTION: Chair Tyson moved and Vice Chair Walia seconded the motion to pull Item 1c) Approve Employment Agreement with Chief Executive Officer from the Consent Calendar.

The motion carried unanimously by verbal roll call vote. 1c) Approve Employment Agreement with Chief Executive Officer Chair Tyson thanked staff and members of the Board of Directors for their input in the search for a new CEO, and voiced support of the selection of Monica Padilla as the new CEO.

Board members provided comments supporting Monica Padilla as the next CEO.

Chair Tyson opened public comment.

No speakers.

Chair Tyson closed public comment.

Chair Tyson recommended the approval of the Employment Agreement with Monica Padilla as the new CEO for SVCE, noting the agreement provides the following:
1) An annual salary of $403,000
2) 40 hours of management leave, in addition to the SVCE standard Paid Time Off, and 3) A $400 per month transportation allowance for an electric car.

MOTION: Vice Chair Walia moved and Director Rennie seconded the motion to approve the employment agreement with the Chief Executive Officer as read by Chair Tyson and included in the agenda packet.

The motion carried unanimously by verbal roll call vote.

CEO Girish Balachandran provided positive comments on the new CEO selection; COO and Director of Power Resources Padilla thanked CEO Balachandran and the Board of Directors and shared a few words about her future role.

The Board of Directors addressed the remaining items on the Consent Calendar.

Item 1a Draft Minutes: Nov. 8, 2023 SVCE Board of Directors Meeting

Page 3 of 6 ends

Chair Tyson opened public comment.

No speakers.

Chair Tyson closed public comment.

MOTION: Director Chua moved and Director Lee seconded the motion to approve the remaining items on the Consent Calendar.

The motion carried unanimously by verbal roll call vote. 1a) Approve Minutes of the October 11, 2023, Board of Directors Meeting 1b) Receive September 2023 Treasurer Report
1d) Adopt Resolution Approving Amended Conflict of Interest Code 1e) Approve Plan to Implement Net Billing Tariff (Solar Billing Plan, NEM3) for New Solar Customers without Modification Beginning December 15, 2023 1f) Approve Scholarship Funds for 2024 EmPower Silicon Valley Student Short-Film Competition 1g) Closing Report of the Ad Hoc Committee of the Board to Address Legislative Responses to Industry Transition
1h) Legislative Response to Industry Transition 2023 Ad Hoc Committee Report 1i) Executive Committee Report
1j) California Community Power Report
1k) Additional Committee Reports
Regular Calendar
2) CEO Report (Discussion)
CEO Balachandran provided the CEO Report, which included the following:
1) Invitation to SVCE’s December 13, 2023 event, Reflect & Recharge; 2) Announcement that PG&E rates would likely be higher than expected and PCIA would be lower than expected;
3) Announcement that updates regarding the anticipated RA citation would be provided by legal counsel;
4) Introductions to the following new employees:
a. Britta Bradshaw, Power Resources Manager
b. Adam Pearse, Regulatory Analyst
c. Brett Sirianni, Information Technology Analyst
d. Willy Wang, Power Resources Planner
All provided brief welcome comments.
3) Approve 2024 Legislative Policy Platform and Identify Focus Areas for the 2024 Legislative Ad Hoc Committee (Action)
Bena Chang, Director of Government and Legislative Affairs, presented the following:
• A recap of the 2023 legislative year and a forecast for 2024; • A proposed 2024 Legislative Policy Platform for approval, which included the following main guiding principles:
o Affordability and Rates
o Climate Change Mitigation/Fuel Switching
o Clean, Reliable Grid
o Competitive Equity/Do No Harm
o Health Impact/Safety
Item 1a Draft Minutes: Nov. 8, 2023 SVCE Board of Directors Meeting

Page 4 of 6 ends

o Equity
• A request to the Board of Directors to authorize the creation of a 2024 Legislative Ad Hoc Committee, with appointments to be made in February 2024.

Director of Government and Legislative Affairs responded to a committee member question regarding Climate Bonds.

Chair Tyson opened Public Comment.

No speakers.

Chair Tyson closed Public Comment.

MOTION: Vice Chair Walia moved and Director Martinez Beltran seconded the motion to approve SVCE’s 2024 Legislative Policy Platform and create the 2024 Legislative Ad Hoc Committee.

The motion carried unanimously by verbal roll call vote. 4) Authorize the Chief Executive Officer to Make Changes to the GreenStart and GreenPrime Retail Rate Offerings (Action)
Director Hilton left the meeting at 9:00 p.m. during Item 4.

Chair Tyson introduced the item. Maren Wenzel, Senior Manager of Energy Policy and Regulatory Analysis, and Don Bray, Director of Strategic Development, provided a presentation evaluating SVCE’s GreenStart and GreenPrime offerings and reviewed short-term options to achieve 100% clean or alternatives.

The presentation addressed long-term pathways to achieving SVCE’s mission and offering customer valued clean energy products, provided an overview of SVCE standard product offerings, addressed challenges with carbon-free energy procurement in 2024, and reviewed short-term options for GreenStart and GreenPrime.

Staff presented the following recommendations:

GreenStart 2024

1. Continue to seek carbon-free resources within budget parameters for calendar year 2024;

2. Approve the procurement of nuclear carbon-free resources, provided:

1. Allocations from PG&E are not available

2. Sufficient volume is available to achieve 100% Clean below budget

3. If carbon-free resources are not available within budget, adjust 100% Clean goal for 2024 to current position of ~78% Clean
GreenPrime 2024

1. Discontinue Green-e Certification for 2024 for GreenPrime

2. Re-price GreenPrime premium for 2024 from .8 cents per kWh to 1.2 cents per $0.012/kWh, reflecting underlying cost increases but maintaining 100% RE/CF GreenPrime as a viable alternative to GreenStart for our GreenPrime customers.

3. Communicate GreenPrime rate and process changes to customers in December 2023 Staff also provided a recommended path for beyond 2024:
• Return with recommended overall Clean target for CY 2025-2030 as part of 2024 Integrated Resource Plan and 2045 Pathway to Carbon Neutral discussion • Re-assess GreenStart and GreenPrime offerings holistically with consideration for findings from above analysis including product value proposition, cost allocation, hedging and price premium Vice Chair Walia provided comments regarding the discussion at the Executive Committee level and the support of staff’s recommendation.

Item 1a Draft Minutes: Nov. 8, 2023 SVCE Board of Directors Meeting

Page 5 of 6 ends

Board members asked questions and provided comments on the presentation from staff.

Chair Tyson opened Public Comment.

Bruce Karney shared PowerPoint slides and addressed SVCE emission factors, shared a graph of Unincorporated County emissions vs. all of SVCE territory, commented that decarbonizing electricity bent the carbon curve downwards and rising emission factors bent the carbon curve upwards, and urged the SVCE Board of Directors to make sure that SVCE does not leave its carbon-free roots and become an agency that is 78-85% carbon-free.

Chair Tyson closed Public Comment.

The Board of Directors agreed to address and vote on the recommendations for GreenStart and GreenPrime separately.

MOTION: Director Lee moved and Director Martinez Beltran seconded the motion to support Staff’s recommended path for GreenStart 2024 which included:

1. Continue to seek carbon-free resources within budget parameters for calendar year 2024

2. Approve the procurement of nuclear carbon-free resources, provided:

1. Allocations from PG&E are not available

2. Sufficient volume is available to achieve 100% Clean below budget

3. If carbon-free resources are not available within budget, adjust 100% Clean goal for 2024 to current position of ~78% Clean
The motion carried by verbal roll call vote with Director Hilton absent.

The Board of Directors proceeded to discuss the options for 2024 GreenPrime.

MOTION: Director Mekechuk moved and Director Lee seconded the motion to:

1. Discontinue Green-e Certification for 2024 for GreenPrime

2. Re-price GreenPrime premium for 2024 from .8 cents per kWh to 1.5 cents per $0.015/kWh, reflecting underlying cost increases but maintaining 100% RE/CF GreenPrime as a viable alternative to GreenStart for our GreenPrime customers

3. Communicate GreenPrime rate and process changes to customers in December 2023 The motion carried by verbal roll call vote with Director Hilton absent. 5) Authorize the Chief Executive Officer to Execute a 15-Year Power Purchase Agreement with SunZia Wind PowerCo LLC and Potential Replacement PPAs in Substantial Form and Any Necessary Ancillary Agreements and Documents (Action)
Director Chua left the meeting at 9:29 p.m.

Monica Padilla, COO and Director of Power Resources, introduced Kris Van Vactor, Wholesale Energy Markets Manager, and provided a presentation to the Board of Directors requesting authorization for the Chief Executive Officer to execute an agreement with SunZia Wind PowerCo LLC. COO and Director of Power Resources Padilla reviewed the progress made toward meeting long-term clean energy goals, fall 2022 procurement efforts, information on SunZia Wind PowerCo, LLC, how the SunZia Wind project would help meet agency and state goals and help with long-term RPS procurement mandates, and the contribution toward building a clean portfolio.

Staff responded to Board Member questions regarding the project.

Chair Tyson opened Public Comment.

Bruce Karney commented on PG&E filing a request to extend the life of Diablo Canyon an additional 20 years, and questioned what the impact would be knowing that Diablo Canyon would be operating until the Item 1a Draft Minutes: Nov. 8, 2023 SVCE Board of Directors Meeting

Page 6 of 6 ends

mid-2040s on the overall procurement strategies.

Chair Tyson closed Public Comment.

MOTION: Director Martinez Beltran moved and Alternate Director Showalter seconded the motion to authorize the Chief Executive Officer to Execute the SunZia Wind agreement and potential replacement PPAs for the procurement of renewable wind energy in substantial form and any necessary ancillary agreements and documents as follows:

1. SunZia Wind PowerCo LLC, Power Purchase Agreement (PPA) (“SunZia Wind”) a. 100 MW or approximately 316,000 MWh per year of Renewable Portfolio Standard (RPS) Portfolio Category Content One (“PCC1”) eligible resources b. 15-Year term PPA with expected commercial operation date (COD) and term from September 30th, 2026, through September 29th, 2041.
c. Total amount not-to-exceed $361,000,000.

The motion carried by verbal roll call vote with Directors Chua and Hilton absent. 6) Update on Permit Modernization and Policy Experimentation Program Rollout (Discussion) Zoe Elizabeth, Deputy Director of Decarbonization Programs and Policy, provided a presentation on the Permit Modernization and Policy Experimentation program which included background information and an overview of the program and proposed schedule.

Deputy Director of Decarbonization Programs and Policy responded to Board Member feedback and questions about the program.

Chair Tyson opened Public Comment.

No speakers.

Chair Tyson closed Public Comment.

Board Member Announcements and Future Agenda Items
Director Martinez Beltran thanked SVCE for their sponsorship of the Dia De Los Muertos celebrations in South County.

Director Mekechuk announced SVCE’s Ford Lightning F-150 would be helping the City of Monte Sereno in the City of Los Gatos Holiday Parade on December 2, 2023.

Adjourn
Chair Tyson adjourned the meeting at 9:54 p.m.

ATTEST:
_____________________________
Andrea Pizano, Board Secretary
Item 1a Draft Minutes: Nov. 8, 2023 SVCE Board of Directors Meeting 1 TREASURER REPORT
Fiscal Year to Date
As of October 31, 2023
(Preliminary & Unaudited)
Issue Date: December 13, 2023
Table of Contents
Page
Summary 2-3
Statement of Net Position 4
Statement of Revenues, Expenses & Changes in Net Position 5 Statement of Cash Flows 6-7
Actuals to Budget Report 8-9
Monthly Change in Net Position 10
Investments Report 11
Customer Accounts and Aging Report 12
Certificate of Compliance 13
SVCE Managed Account & Security Transactions 14-16
Item 1b Treasurer Report: October 2023
SILICON VALLEY <3/ CLEAN ENERGY
2

Page 1 ends

Balance Sheet Highlights:
> SVCE operations resulted in a positive change in net position of $5.7 million for the month of October and the new fiscal-year-to-date (FYTD).* > Total Net Position increased further to $330.8 million. > SVCE is investing ~97% of available funds generating FYTD interest/dividend income of $1.3 million. *Does not yet recognize unspent program dollars
**For reconciliation purposes, budget numbers include actual program expenses and depreciation, exclude GASP 87 expenses.

SVCE Yield-bearing Accounts:

Combined Ending Balance 310.9 M
Total Interest/Div. Earned FYTD 1.3 M
Average Return On Investments** 5.4%
* Includes River Bank accounts - Money Market, Collateral and ICS; CAMP; PFM Portfolio ** Average annualized Yield for the current month

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights* ($ in millions)
October 31, 2023
330.8 M
-250 M
-150 M
-50 M
50 M
150 M
250 M
350 M
-10 M
-5 M
0 M
5 M
10 M
15 M
20 M
Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept Net Position Change in Net Position Change in Net Position*
Budget (Left Y-Axis)** Actual (Left Y-Axes) Net Position (Right Y-Axes) 251
0 50
100
150
200
250
300
350
400
450
500
Oct Nov Dec Jan Feb Mar Apr May June July Aug
Days Cash on Hand (DCOH)
DCOH* Maximum Reserves Target Reserves Minimum Reserves $ 1,312.2 K
$ 0 K
$ 750 K
$ 1,500 K
$ 2,250 K
$ 3,000 K
$ 3,750 K
$ 4,500 K
$ 5,250 K
$ 6,000 K
$ 6,750 K
$ 7,500 K
$ 0 K
$ 160 K
$ 320 K
$ 480 K
$ 640 K
$ 800 K
$ 960 K
$ 1,120 K
$ 1,280 K
$ 1,440 K
$ 1,600 K
Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept
Investment Income*
Actual Cumulative Budget Actual
River City
Bank
Accounts
7%
California Asset Management
Program (CAMP)
59%
PFM Asset Management
Investment Portfolio
34%
SVCE Accounts
*Includes investment income from SVCE Yield-bearing accounts plus interest on cash collateral *Adjusted to reflect Mid-year budget adjustments and additional program funding Item 1b Treasurer Report: October 2023
3

Page 2 ends

Summary of Actual Results vs. Budget (includes allocated but unspent program dollars):
> FYTD operating margin of $6.7 million or 17.6% is slightly below budget expectations of 18.4% operating margin for the fiscal year to date. > October Power Supply costs are -10% below budget.
> Retail GWh sales for the month landed -6% below budget.

Variance Explanation:
$ in thousands Actual Budget % Dif Actual Budget % Dif Main Drivers:

Revenue 37.8 M 42.5 M -10.9% 37.8 M 42.5 M -10.9%
Power Supply Cost 31.2 M 34.7 M -10.1% 31.2 M 34.7 M -10.1% Operating Margin 6.7 M 7.8 M -14.7% 6.7 M 7.8 M -14.7%
Operating Expenses (ex Power) 1.8 M 2.7 M -32.1% 1.8 M 2.7 M -32.1% Other Non-Op. Expen. (Income) 12.9 M 13.7 M -6.2% 12.9 M 13.7 M -6.2% Net Increase in Available Fund
Balance -8.1 M -8.6 M -6.6% -8.1 M -8.6 M -6.6%
Customer Load Statistics:

Total Accounts 278,236
Opt-Out Accounts (Month) 56
Opt-Out Accounts (FYTD) 56
Opt-Up Accounts (Month) (18)
Opt-Up Accounts (FYTD) (18)
Program Funds:

General Program Fund Program fund information will be updated next month CRCR Fund*
Electrification Discount Fund
* Customer Relief and Community Resilience Fund
** The financial results in this report are preliminary and subject to change pending closing of the books for the fiscal year. Any potential changes are not expected to be significant.

January - the variance mainly reflects lower than estimated revenues due to smaller customer load, offset by lower
operating expenses and higher investment income.
Staffing vacancies, underrunning professional services, and lower marketing expenses Reflects higher Interest Income
Beginning Balance End Balance YTD Contributions YTD Expenditures -6% lower than budgeted customer load for the month of October.

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights** ($ in millions)
October 31, 2023
October Fiscal YTD
566 K
0 M
1 M
2 M
3 M
4 M
5 M
6 M
7 M
8 M
9 M
10 M
Oct
Net Increase in Available Fund Balance
Comparing Actuals to Mid-Year Budget
250,762
27,474
92%
93%
94%
95%
96%
97%
98%
-
50,000
100,000
150,000
200,000
250,000
300,000
Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug
Customer Accounts and Participation Rate
Res Accounts Com Accounts Customer Participation (Right Y-Axes) -12%
-9%
-6%
-3%
0%
3%
6%
9%
12%
-

50.0 100.0
150.0
200.0
250.0
300.0
350.0
400.0
Retail Sales - Actual vs Budget (GWh)
Retail Sales Actual (GWh)
Retail Sales Budget (GWh)
Load deviation from the Budget (Right Y-Axes)
Power Supply

93.2%
Personnel

2.7% Contract
Services

2.7%
G & A

1.3%
Depreciation

0.1%
YTD Operating Expenses
Item 1b Treasurer Report: October 2023
1 1 1 1
F
f
4 Current Assets
Cash & Cash Equivalents $ 225,590,673
Accounts Receivable, net of allowance 40,885,498
Investments 35,602,254
Accrued Revenue 23,025,078
Other Receivables 2,026,770
Prepaid Expenses 2,775,240
Deposits 25,844,314
Restricted cash 164,174
Total Current Assets 355,914,001
Noncurrent assets
Capital assets, net of depreciation 412,403
Investments 67,667,419
Lease asset, net of amortization 802,500
Deposits 45,130
Total Noncurrent Assets 68,927,452
Total Assets 424,841,453
Current Liabilities
Accounts Payable 2,272,772
Accrued Cost of Electricity 62,513,256
Other accrued liabilities 1,998,184
User Taxes and Energy Surcharges due to other gov'ts 1,460,979 Supplier securit deposits 8,051,250
Lease liability 510,663
Total Current Liabilities 76,807,104
Noncurrent Liabilities
Supplier security deposits 16,850,000
Lease liability 358,910
Total noncurrent liabilities 17,208,910
Total Liabilities 94,016,014
Net investment in capital assets 345,330
Restricted for security collateral 164,174
Unrestricted (deficit) 330,315,935
Total Net Position $ 330,825,439

NET POSITION

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF NET POSITION
As of October 31, 2023
ASSETS

LIABILITIES
Item 1b Treasurer Report: October 2023
5 OPERATING REVENUES
Electricity Sales, Net $ 37,692,603
GreenPrime electricity premium 136,391
Other income 2,500
TOTAL OPERATING REVENUES 37,831,494

OPERATING EXPENSES
Cost of Electricity 31,160,273
Contract services 893,535
Staff compensation and benefits 910,013
Other operating expenses 420,848
Depreciation 49,996
TOTAL OPERATING EXPENSES 33,434,665
OPERATING INCOME(LOSS) 4,396,829

NONOPERATING REVENUES (EXPENSES)
Interest Income 1,312,249
Financing costs (6,183)
TOTAL NONOPERATING REVENUES (EXPENSES) 1,306,066
CHANGE IN NET POSITION 5,702,895
Net Position at beginning of period 325,122,544
Net Position at end of period $330,825,439

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES
October 1, 2023 through October 31, 2023

AND CHANGES IN NET POSITION
Item 1b Treasurer Report: October 2023
6 CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers $ 54,973,575
Other operating receipts 2,500
Payments to suppliers for electricity (45,164,853)
Payments for other goods and services (2,658,815)
Payments for staff compensation and benefits (798,631)
Tax and surcharge payments to other governments (999,464) Net cash provided (used) by operating activities 5,354,312

CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES
Grant revenue received
Finance costs paid (6,183)
Net cash provided (used) by financing activities (6,183)

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Payments of lease liability (43,235)
Acquisition of capital assets (10,507)
Net cash provided (used) by capital and related
financing activities (53,742)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments (11,385,259)
Investment income received 1,151,214
Net cash provided (used) by investing activities (10,234,045) Net change in cash and cash equivalents (4,939,658)
Cash and cash equivalents at beginning of year 230,694,505 Cash and cash equivalents at end of period $ 225,754,847 Reconciliation to the Statement of Net Position
Cash and cash equivalents (unrestricted) $ 225,590,673
Restricted cash 164,174
Cash and cash equivalents $ 225,754,847

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF CASH FLOWS
October 1, 2023 through October 31, 2023
Item 1b Treasurer Report: October 2023
7 Operating Income (loss) $ 4,396,829
Adjustments to reconcile operating income to net cash
provided (used) by operating activities
Depreciation expense 49,996
(Increase) decrease in accounts receivable 9,003,894
(Increase) decrease in other receivables 2,452,010
(Increase) decrease in accrued revenue 7,407,044
(Increase) decrease in prepaid expenses (835,334)
(Increase) decrease in current deposits (241,835)
Increase (decrease) in accounts payable (579,998)
Increase (decrease) in accrued cost of electricity (18,144,274) Increase (decrease) in accrued liabilities 58,803
Increase (decrease) in energy settlements payable 2,052,998 Increase (decrease) in taxes and surcharges due to other governments (265,821) Net cash provided (used) by operating activities $ 5,354,312

RECONCILIATION OF OPERATING INCOME (LOSS) TO NET

CASH PROVIDED (USED) BY OPERATING ACTIVITIES

SILICON VALLEY CLEAN ENERGY AUTHORITY
STATEMENT OF CASH FLOWS (Continued)
October 1, 2023 through October 31, 2023
Item 1b Treasurer Report: October 2023
8 FYTD FYTD FY 2022-23 FY 2022-23 `
OPERATING REVENUES Actual Budget $ % Budget Remaining Budget Energy Sales $37,692,603 $42,377,785 -$4,685,182 -11% $438,342,000 $400,649,397 Green Prime Premium 136,391 99,795 $36,596 37% 2,012,000 1,875,609 Other Income 2,500 4,167 (1,667) -40% 50,000 47,500
TOTAL OPERATING REVENUES 37,831,494 42,481,747 (4,650,253) -11% 440,404,000 402,572,506

ENERGY EXPENSES
Power Supply 31,160,273 34,662,275 (3,502,002) -10% 391,624,000 360,463,727 Operating Margin 6,671,221 7,819,472 (1,148,251) -15% 48,780,000 42,108,779

17.6% 18.4%

OPERATING EXPENSES
Data Management 253,895 284,375 (30,480) -11% 3,413,000 3,159,105 PG&E Fees 98,425 122,500 (24,075) -20% 1,470,000 1,371,575 Salaries & Benefits 910,013 1,283,804 (373,791) -29% 15,406,000 14,495,987 Professional Services 232,505 673,706 (441,201) -65% 8,084,000 7,851,495 Marketing & Promotions 109,691 112,438 (2,747) -2% 1,349,000 1,239,309 Notifications 8,867 1,750 7,117 407% 21,000 12,133
Lease 43,234 45,938 (2,704) -6% 551,000 507,766
General & Administrative 174,141 172,218 1,923 1% 2,067,000 1,892,859 TOTAL OPERATING EXPENSES 1,830,771 2,696,729 (865,958) -32% 32,361,000 30,530,229 OPERATING INCOME/(LOSS) 4,840,450 5,122,743 (282,293) -6% 16,419,000 11,578,550

NON-OPERATING REVENUES
Investment Income 1,312,249 458,455 853,794 186% 5,501,000 4,188,751 TOTAL NON-OPERATING REVENUES 1,312,249 458,455 853,794 186% 5,501,000 4,188,751

NON-OPERATING EXPENSES
Financing 4,596 250 4,346 1738% 3,000 (1,596)

CAPITAL EXPENDITURES, TRANSFERS,
& OTHER
Capital Outlay 5,533 4,167 1,366 33% 50,000 44,467
Transfer to Programs Fund 8,874,000 8,874,000 - 0% 8,874,000 - Nuclear Allocation 2,188,000 2,188,000 - 0% 2,188,000 - Transfer to CRCR Fund 3,136,000 3,136,000 - 0% 3,136,000 - Transfer from Electrification Discount Fund - - - n/a
Transfer from CRCR Fund - customer bill relief - - - n/a - - TOTAL OTHER USES 14,203,533 14,202,167 1,366 0% 14,248,000 44,467

NET INCREASE(DECREASE) IN AVAILABLE
FUND BALANCE -$8,055,430 -$8,621,219 $565,789 -7% $7,669,000 Variance

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2023 through October 31, 2023
Item 1b Treasurer Report: October 2023
9 Net Increase (decrease) in available fund balance
per budgetary comparison schedule $ (8,055,430)
Adjustments needed to reconcile to the changes
in net position in the Statement of Revenues,
Expenses and Changes in Net Position
Subtract depreciation expense (49,996)
Subract program expense not in operating budget (436,860) Add back GASB 87 expenses not in operating budget 41,648 Add back transfer to Program fund 14,198,000
Add back capital asset acquisition 5,533
Change in Net Position 5,702,895

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGET RECONCILIATION TO STATEMENT OF

REVENUES, EXPENSES AND CHANGES IN NET POSITION
October 1, 2023 through October 31, 2023

OPERATING FUND
Item 1b Treasurer Report: October 2023
10 October November December January February March April May June July August September YTD

OPERATING REVENUES
Electricity sales, net $ 37,692,603 $ 37,692,603
Green electricity premium 136,391 136,391
Liquidated damages - -
Other Income 2,500 2,500
Total operating revenues 37,831,494 - - - - - - - - - - - 37,831,494

OPERATING EXPENSES
Cost of electricity 31,160,273 31,160,273
Staff compensation and benefits 910,013 910,013
Data manager 253,895 253,895
Service fees - PG&E 98,425 98,425
Consultants and other professional fees 541,215 541,215 Other operating expenses 420,848 420,848
Depreciation 49,996 49,996
Total operating expenses 33,434,665 - - - - - - - - - - - 33,434,665 Operating income (loss) 4,396,829 - - - - - - - - - - - 4,396,829

NONOPERATING REVENUES (EXPENSES)
Grant income - -
Interest income 1,312,249 1,312,249
Financing costs (6,183) (6,183)
Total nonoperating revenues (expenses) 1,306,066 - - - - - - - - - - - 1,306,066 CHANGE IN NET POSITION $ 5,702,895 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 5,702,895

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
October 1, 2023 through October 31, 2023
Item 1b Treasurer Report: October 2023
11 Ending Balance of SVCE Accounts: Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts $ 22,348,341 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - California Asset Management Program (CAMP) $ 196,558,074 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - PFM Asset Management Investment Portfolio $ 111,010,094 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Total Ending Balance $ 329,916,509 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Return On Investments:

Annual % Yield Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts 3.47%
California Asset Management Program (CAMP) 5.56%
PFM Asset Management Investment Portfolio 5.41%
Average Return On Investments: 5.37%
Interest Earned Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts $ 9,534 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - California Asset Management Program (CAMP) $ 830,321 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - PFM Asset Management Investment Portfolio $ 457,149 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Total Interest/Div. Earned $ 1,297,003 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - CAMP Portfolio Statistics
As of October 31, 2023
Beginning of the Month Market Value $ 191,727,753
Ending of The Month Market Value $ 196,558,074
Yield at Market 5.56% Weighted Average Maturity (days) 47 PFM Portfolio Statistics
As of October 31, 2023
Portfolio Par Value $ 111,720,330
Portfolio Market Value (icl. Accrued Interest) $ 110,669,278 Yield at Cost 5.41%
Yield at Market 5.47%
Benchmark Yield* 5.17% Weighted Average Maturity (days) 540 *ICE BofA 0-3 Year U.S. Treasury Index
SVCE Investment Policy:
https://svcleanenergy.org/wp-content/uploads/2018/10/FP-08_Investments-Policy-F.pdf

SILICON VALLEY CLEAN ENERGY AUTHORITY

INVESTMENTS SUMMARY
October 1, 2023 through October 31, 2023

22.21%

20.21%

34.06%

18.08%

2.27% 3.17%

0.00%
0%
5%
10%
15%
20%
25%
30%
35%
40%
0 - 6 Months 6 - 12 Months1 - 2 Years 2 - 3 Years 3 - 4 Years 4 - 5 Years Over 5 Years Maturity Distribution
U.S. Treasury
Bond / Note
45%
Commercial
Paper
17%
CAMP Pool
7%
Federal Agency Commercial
4%
Corporate Note
10%
Certificate of
Deposit
10%
Asset-Backed
Security
7%
SVCE PFM Portfolio Investments
Repurchase
Agreements,

35.4%
Certificates of
Deposit, 27.9%
Commercial
Paper, 32.7%
US Treasuries,

2.1%
Money Market
Funds, 0.1%
Corporate
Notes, 1.8%
Camp Pool Composition (based on market value)
Item 1b Treasurer Report: October 2023
12 October November December January February March April May June July August Sept YTD Retail Sales Actual (GWh) 312.6 313
Retail Sales Budget (GWh) 331.7 322.1 350.5 335.5 297.1 311.4 286.9 302.4 331.4 355.3 373.4 347.6 332 Load deviation from the Budget (Right Y-Axes)-6% -6%
Customer Participation Rate Res 96.3%
Customer Participation Rate Com 96.8%
Total Accounts 278,236 - - - - - - - - - - -
Opt-Out Accounts 56 56
Opt-Up Accounts -18 -18

0.10 36.58
SVCE Arrearager Total for customers 31+ days late and 120+ days late Age Summary (as of 11/1/2023) Date Amount
<30 days $37,935,127 High 11/29/2021 $7.99M
<60 days $1,552,556 Low 4/17/2020 $2.54M
<90 days $914,461 Current 7/31/2023 $6.2 M
<120 days $622,189
Older $3,112,467
September 2023 FYTD
Bad Debt % (Actual)

0.36%

TOTAL DUE
Bad Debt % (Budget)

0.90%
Accounts Receivable Days
37 Days
$44,136,799

SILICON VALLEY CLEAN ENERGY AUTHORITY

RETAIL SALES, CUSTOMER ACCOUNTS AND AGING REPORT
• Green arrow indicates
receipt of $1.3M in Federal
CAPP funds.
• An additional $717K in
CAPP funding provided in
Winter 2023.
• Growth at red arrow
indicates short-term PG&E
billing-hold issue in Fall
2022 that was quickly
resolved.
'17-'18 '18-'19 '19-'20 '20-'21 21-'22 22-'23 23-'24
Total (L Axes) $308,552 $417,275 $415,187 $639,455 $885,995 $1,484,752 $134,736 % Revenue 0.12% 0.14% 0.14% 0.25% 0.23% 0.33% 0.36%
Av./Month (R Axes) $25,713 $34,773 $34,599 $53,288 $73,833 $123,729 $134,736 $-
$20,000
$40,000
$60,000
$80,000
$100,000
$120,000
$140,000
$-
$200,000
$400,000
$600,000
$800,000
$1,000,000
$1,200,000
$1,400,000
$1,600,000 SVCE Write-offs By Fiscal Year
0 2000000
4000000
6000000
8000000
10000000
12000000
14000000
16000000 Jan-19 Apr-19 Jul-19 Oct-19 Jan-20 Jan-20 Feb-20 Mar-20 Mar-20 Apr-20 May-20 Jun-20 Jun-20 Jul-20 Aug-20 Aug-20 Sep-20 Oct-20 Oct-20 Nov-20 Dec-20 Dec-20 Jan-21 Feb-21 Mar-21 Mar-21 Apr-21 May-21 May-21 Jun-21 Jul-21 Jul-21 Aug-21 Sep-21 Sep-21 Oct-21 Nov-21 Nov-21 Dec-21 Jan-22 Jan-22 Feb-22 Mar-22 Apr-22 Apr-22 May-22 Jun-22 Jun-22 Jul-22 Aug-22 Aug-22 Sep-22 Oct-22 Oct-22 Nov-22 Dec-22 Jan-23 Jan-23 Feb-23 Mar-23 Mar-23 Apr-23 May-23 May-23 Jun-23 Jul-23 Jul-23 Aug-23 Sep-23 Oct-23 >120 Days 31+ Days
Item 1b Treasurer Report: October 2023
13 Item 1b Treasurer Report: October 2023
Silicon Valley Clean Energy October 31, 2023
Certificate of Compliance
Acknowledged : PFM Asset Management LLC
During the reporting period for the period ended October 31, 2023, the account(s) managed by PFM Asset Management ("PFMAM") were in compliance with the applicable investment policy and guidelines as furnished to PFMAM.

Note: Pre- and post-trade compliance for the account(s) managed by PFM Asset Management is provided via Bloomberg Asset and Investment Management ("AIM"). 14 Item 1b Treasurer Report: October 2023
Managed Account Security Transactions & Interest For tiie Month Ending October 31, 2023 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method BUY
DTD 11/09/2022 5.390% 06/15/2027
10/02/23 10/04/23 AMERICAN HONDA FINANCE 02665WE00 450,000.00 (449,581.50) 0.00 (449,581.50) 10/02/23 10/04/23

CORPORATE NOTES
DTD 10/04/2023 5.800% 10/03/2025
BANK OF NOVA SCOTIA HOUS CERT 06417M4M4 2,000,000.00 (2,000,000.00) 0.00 (2,000,000.00) 10/03/23 10/11/23
DEPOS
DTD 10/04/2023 5.960% 10/02/2024
GMCAR 2023-4 A3 379930AD2 470,000.00 (469,903.46) 0.00 (469,903.46) 10/04/23 10/11/23
DTD 10/11/2023 5.780% 08/16/2028
COPAR 2023-2 A2A 14044EAB4 1,100,000.00 (1,099,902.87) 0.00 (1,099,902.87) 10/05/23 10/11/23
DTD 10/11/2023 5.910% 10/15/2026
FHMS K736 A2 3137FNWX4 750,000.00 (695,888.67) (475.42) (696,364.09) 10/06/23 10/10/23
DTD 09/01/2019 2.282% 07/01/2026
HSBC BANK USA NA CERT DEPOS 40435RSC6 1,750,000.00 (1,750,000.00) 0.00 (1,750,000.00) 10/16/23 10/23/23
DTD 10/10/2023 6.000% 10/04/2024
JPMORGAN CHASE & CO CORP NOTE 46647PDW3 300,000.00 (300,000.00) 0.00 (300,000.00) 10/17/23 10/20/23
(CALLABLE)
DTD 10/23/2023 6.070% 10/22/2027
FHMS K733 A2 3137FJXQ7 571,834.48 (553,026.49) (1,131.76) (554,158.25) 10/18/23 10/23/23
DTD 11/09/2018 3.750% 08/01/2025
FNA 2015-M11 A2 3136APSZ6 656,289.08 (630,627.15) (1,142.23) (631,769.38) 10/18/23 10/25/23
DTD 07/30/2015 2.848% 04/01/2025
NAROT 2023-B A2A 654S0MAB9 925,000.00 (924,986.40) 0.00 (924,986.40) 10/19/23 10/25/23
DTD 10/25/2023 6.210% 05/15/2026
MBART 2023-2 A2 58769FAB1 315,000.00 (314,985.89) 0.00 (314,985.89) 10/23/23 10/26/23
DTD 10/25/2023 5.920% 11/16/2026
FHMS K039 A2 3137BDCW4 1,173,108.05 (1,154,182.52) (2,690.82) (1,156,873.34) 10/24/23 10/26/23
DTD 09/01/2014 3.303% 07/01/2024
ALLYA 2023-1 A3 02007WAC2 500,000.00 (496,406.25) (834.17) (497,240.42) 10/24/23 10/26/23
DTD 07/19/2023 5.460% 05/15/2028
HART 2022-C A3 44933DAD3 550,000.00 (545,767.58) (905.82) (546,673.40) PFM Asset Management LLC Account 4025-002 Page 19
15 Item 1b Treasurer Report: October 2023
Managed Account Security Transactions & Interest For tiie Month Ending October 31, 2023

INTEREST
Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method BUY
10/30/23 11/02/23 NATIONAL RURAL COOP

CORPORATE NOTES (CAL
DTD 11/02/2023 5.600%
11/13/2026
63743HFK3 305,000.00 (304,893.25) 0.00 (304,893.25)
10/31/23 11/08/23 WOART 2023-D A2A
DTD 11/08/2023 6.240%
02/16/2027
98164DAB3 350,000.00 (349,970.53) 0.00 (349,970.53)
Transaction Type Sub-Total 12,166,231.61 (12,040,122.56) (7,180.22) (12,047,302.78) DTD 10/31/2022 4.375% 10/31/2024
10/01/23 10/25/23 FHMS K058 Al
DTD 11/09/2016 2.340% 07/01/2026
3137BSP64 552,313.47 0.00 1,077.01 1,077.01
10/01/23 10/25/23 FHMS K065 Al
DTD 07/24/2017 2.864% 10/01/2026
3137F1G36 851,285.21 0.00 2,031.73 2,031.73
10/15/23 10/15/23 CHAIT 2023-Al A
DTD 09/15/2023 5.160% 09/15/2028
161571HT4 805,000.00 0.00 3,461.50 3,461.50
10/15/23 10/15/23 CARMX 2022-2 A3
DTD 04/28/2022 3.490% 02/16/2027
14317HAC5 725,000.00 0.00 2,108.54 2,108.54
10/15/23 10/15/23 AMXCA 2023-3 A
DTD 09/19/2023 5.230% 09/15/2028
02582JKD1 825,000.00 0.00 3,116.21 3,116.21
10/15/23 10/15/23 COMCAST CORP CORP NOTES
(CALLABLE)
DTD 10/05/2018 3.950% 10/15/2025
20030NCS8 400,000.00 0.00 7,900.00 7,900.00
10/15/23 10/15/23 HDMOT 2023-B A3
DTD 09/27/2023 5.690% 08/15/2028
41285YAC9 935,000.00 0.00 2,660.08 2,660.08
10/22/23 10/22/23 WELLS FARGO & CO CORP NOTES
DTD 04/22/2016 3.000% 04/22/2026
949746RW3 400,000.00 0.00 6,000.00 6,000.00
10/24/23 10/24/23 BANK OF NY MELLON (CALLABLE) CORP
NOTES
DTD 04/24/2020 1.600% 04/24/2025
06406RAN7 850,000.00 0.00 6,800.00 6,800.00
10/31/23 10/31/23 US TREASURY NOTES 91282CFO9 5,000,000.00 0.00 109,375.00 109,375.00 Transaction Type Sub-Total 11,343,598.68 0.00 144,530.07 144,530.07 PFM Asset Management LLC Account 4025-002 Page 20
16 Item 1b Treasurer Report: October 2023
Managed Account Security Transactions & Interest For the Month Ending October 31, 2023 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Bolded items are forward settling trades.

Transaction Type
Trade Settle Security Description CUSIP Par
Principal
Proceeds
Accrued
Interest Total
Realized G/L
Cost
Realized G/L
Amort Cost
Sale
Method

PAYDOWNS
10/01/23 10/25/23 FHMS K065 Al
DTD 07/24/2017 2.864% 10/01/2026
3137F1G36 22,335.08 22,335.08 0.00 22,335.08 964.07 0.00 10/01/23 10/25/23 FHMS K058 Al
DTD 11/09/2016 2.340% 07/01/2026
3137BSP64 13.762.80 13,762.80 0.00 13,762.80 705.34 0.00 Transaction Type Sub-Total 36,097.88 36,097.88 0.00 36,097.88 1,669.41 0.00 Managed Account Sub-Total (12,004,024.68) 137,349.85 (11,866,674.83) 1,669.41 0.00 Total Security Transactions ($12,004,024.68) $137,349.85 ($11,866,674.83) $1,669.41 $0.00 PFM Asset Management LLC Account 4025-002 Page 21

Page 1 of 1 ends

Staff Report – Item 1c
Item 1c: Approve Cancellation of July 10, 2024 Board of Directors Meeting and Receive 2024 Board of Directors Regular Meeting Schedule
From: Girish Balachandran, CEO
Prepared by: Andrea Pizano, Sr. Executive Assistant and Board Clerk Date: 12/13/2023

RECOMMENDATION
Staff recommends that the Board approve the cancellation of the regularly scheduled July 10, 2024 Board of Directors Meeting and receive the 2024 Board of Directors regular meeting schedule.

BACKGROUND
Since 2018, the Board of Directors approved a one-month summer hiatus from meetings; in 2018 it was August, and, based on feedback from the Board that a July recess would be preferable, it has been July since 2019.

ANALYSIS & DISCUSSION
Given the positive feedback received for a summer recess, staff would like to propose this be continued. Staff suggests July be selected for the summer hiatus, as this has worked well in the past.

With this approval, the month of July will not have a regularly scheduled SVCE board meeting, however if the need for Board action arises in July, a special meeting of the Board will be called.

STRATEGIC PLAN
Not applicable.

ALTERNATIVES
The Board may select an alternative month for a summer hiatus; the Board could also choose not to cancel the regularly scheduled July meeting.

FISCAL IMPACT
None.

ATTACHMENT

1. Proposed 2024 SVCE Board of Directors Regular Meeting Schedule Item 1c
SILICON VALLEY \3/ CLEAN ENERGY
Updated: 12/2/23
2024 Board Meeting Schedule
All Board of Directors meetings occur at 7:00 p.m. and will be held at Cupertino Community Hall, located at 10350 Torre Avenue in Cupertino, CA, with an option to participate virtually unless noted otherwise on the SVCE website
January 10, 2024
February 14, 2024
March 13, 2024
April 10, 2024
May 8, 2024
June 12, 2024
July 10, 2024 No meeting in July
August 14, 2024
September 11, 2024
October 9, 2024
November 13, 2024
December 11, 2024
Item 1c
Attachment 1

Page 1 of 3 ends

Staff Report – Item 1d
Item 1d: Authorize the Chief Executive Officer to Execute a Five-Year Agreement with the Sacramento Municipal Utility District for Program Administration Support for Decarbonization Programs
From: Girish Balachandran, CEO
Prepared by: Justin Zagunis, Director of Decarbonization Programs and Policy Doug Bernard, Management Analyst
Date: 12/13/2023

RECOMMENDATION
Staff recommends the Board approve and authorize the CEO to execute an agreement with Sacramento Municipal Utility District (“SMUD”) for Program Administration Support for Decarbonization Programs for a period of five years for an amount not to exceed $4,000,000.

Under the proposed agreement, SVCE will issue individual task orders to SMUD as needed to allow staff to more easily perform tasks in support of various programs and organizational needs. This is consistent with previous Master Consultant Agreements signed by SVCE. Reporting will be consistent with the previous Master Consultant Agreement with SMUD; all signed task orders will be added to a CEO report spreadsheet.

BACKGROUND
Since 2018, SVCE’s decarbonization program offerings have been growing in number and expanding their reach. Over the last five years, the Board has allocated over $85 million to programs that provide community education, technical assistance, financial incentives, support for innovative technologies, and local policy development. We are currently running over 18 initiatives and customer-facing programs and have many more in the pipeline focused on direct installation services, accessible financing, and enhanced customer support for electrification. As we work to scale our program offerings, staff needs enhanced and reliable technical and implementation support to bring these programs to fruition.

To date, many of SVCE’s decarbonization program efforts have been supported by third-party program administrators or consultants, all led by SVCE staff. In 2019, the Board approved executing a master services agreement with the Sacramento Municipal Utilities District (“SMUD”) to provide program design, administration, and implementation support. SMUD has provided instrumental support in launching initial pilot programs (e.g., Heat Pump Water Heater 1.0) and in transitioning several programs from pilot to large-scale (e.g., FutureFit Homes, GridShift). In addition, SMUD has also served as a thought partner for designing new programs for both transportation and building electrification, such as incentive programs for multifamily properties and businesses.

As the current program administration agreement comes to an end, staff is seeking Board approval to execute a new agreement for program design, administration, and implementation support. This will ensure continued third-party program implementation support as we expand and deepen decarbonization program offerings to support all customers in the transition to an all-electric future.

Item 1d
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1d Agenda Date: 12/13/2023

Page 2 of 3 ends

ANALYSIS & DISCUSSION
SVCE staff solicited consultants for program administration support for decarbonization programs through a competitive bid process, as shown below. The RFP had a strong response, with six proposals submitted from qualified proposers. After a thorough evaluation, SVCE conducted virtual video interviews with select finalists.

The SVCE review team consisted of four internal staff who selected SMUD as the final consultant for program administration support.

SMUD’s Community Energy Services (CES) business unit was created to leverage SMUD’s knowledgeable and experienced staff to serve CCA clients. Related to programs in specific, SMUD has been designing, developing and administering innovative, customer-facing products and programs for decades, and currently offers nearly 100 programs to their customers and community. Key staff and experience from their programs teams are brought to bear under this consulting agreement. In addition to decades of relevant programs experience, SMUD as an organization is also aligned in its mission to address climate change, reinvest in the community, and harness local control. Aside from SVCE, SMUD’s CCA clients include Ava Community Energy (formerly East Bay Community Energy) and Valley Clean Energy, who retained SMUD for services spanning billing, data management, procurement strategy, call center services, rate and policy design, and operational support.

Specific areas in which SMUD may provide services to SVCE under the proposed contract agreement include, but are not limited to, the following:
• Program Design and Implementation
• Program Application Administration
• Program Management

STRATEGIC PLAN
As referenced in SVCE’s Strategic Plan Goal 14, Measure 7, this contract will increase organizational capacity to design, deploy, and manage programs at a larger scale including budget, enrollments, and number of units deployed.

ALTERNATIVE
Do not authorize the CEO to execute the agreement with SMUD and, instead, use existing staff resources to deliver programs in-house. Staff does not recommend this alternative due to the limited staff resources relative to SVCE’s current programs scale and appetite for new programs and expansion.

Item 1d
Jun - Nov 2023 Dec 2023 Jan 2023
RFP released BOD approval of Kickoff; new task
contract orders issued
Consultant
selection Contract executed
Contract
negotiations
We are here
Agenda Item: 1d Agenda Date: 12/13/2023

Page 3 of 3 ends

FISCAL IMPACT
Approval of this 5-year contract with SMUD for $4 million not-to-exceed will have no incremental fiscal impact.

Funds for work performed under this contract will come out of budgets allocated by the Board to specific programs and, therefore, is already reflected in the total program allocation of $85 million (or will be allocated in a future Board appropriation).

ATTACHMENTS

1. Agreement between SVCE and SMUD for Program Administration Support for Decarbonization Programs Item 1d
1/2023 Version

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND

SACRAMENTO MUNICIPAL UTILITY DISTRICT FOR
Program Administration Support for Decarbonization Programs THIS AGREEMENT (“Agreement”), is entered into this 15th day of December, 2023, by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority"), and SACRAMENTO MUNICIPAL UTILITY DISTRICT, a political subdivision of the State of California established under the Municipal Utility District Act whose address is 6201 S Street, Sacramento CA, 95817 (hereinafter referred to as "Consultant" or “SMUD”) (collectively referred to as the “Parties” and individually as a “Party”).

RECITALS:

A. Authority is an independent public agency duly organized under the provisions of the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.) (“Act”) with the power to conduct its business and enter into agreements.

B. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement pursuant to the terms and conditions described herein.

C. Authority and Consultant desire to enter into an agreement for program administration support services for Decarbonization Programs upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on December 15, 2023 and shall terminate on December 15, 2028 unless terminated earlier as set forth herein.

2. SERVICES TO BE PERFORMED
Consultant shall perform each and every service set forth in Exhibit "A" pursuant to the schedule of performance set forth in Exhibit "B," both of which are attached hereto and incorporated herein by this reference.

3. COMPENSATION TO CONSULTANT
Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed four million dollars ($4,000,000.00) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

4. TIME IS OF THE ESSENCE
Consultant and Authority agree that time is of the essence regarding the performance of this Agreement.

Item 1d
Attachment 1
1/2023 Version

Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by Authority, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, Authority may deduct the cost of such correction from any retention amount held by Authority or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction.

6. INDEPENDENT PARTIES
Authority and Consultant intend that the relationship between them created by this Agreement is that of an independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by Authority to its employees, including but not limited to, unemployment insurance, workers’ compensation plans, vacation and sick leave are available from Authority to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. Consultant shall indemnify and hold harmless Authority and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of Authority officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant’s personnel practices. Authority shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to Authority from Consultant as a result of Consultant’s failure to promptly pay to Authority any reimbursement or indemnification arising under this section.

7. NO RECOURSE AGAINST CONSTITUENT MEMBERS OF AUTHORITY Authority is organized as a Joint Powers Authority in accordance with the Joint Powers Act of the State of California (Government Code Section 6500 et seq.) pursuant to a Joint Powers Agreement dated March 31, 2016, and is a public entity separate from its constituent members.

Authority shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Consultant shall have no rights and shall not make any claims, take any actions or assert any remedies against any of Authority’s constituent members in connection with this Agreement.

8. NON-DISCRIMINATION
In the performance of this Agreement, Consultant, and any subconsultant under the Item 1d
Attachment 1
1/2023 Version
Consultant, shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation, military or veteran status, or other basis prohibited by law, except as provided in Government Code section 12940. Consultant shall have responsibility for compliance with this Section.

9. HOLD HARMLESS AND INDEMNIFICATION
A. General Indemnification. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend against third party claims, hold harmless and indemnify Authority and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those Authority agents serving as independent contractors in the role of Authority officials (collectively “Indemnitees”), from and against any and all direct damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including reasonable fees of accountants, attorneys, or other professionals and all costs associated therewith (collectively “Liabilities”), in law or equity, whether actual, alleged or threatened, to the extent which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees’ approval (which approval shall not be unreasonably withheld), and shall pay all costs and expenses, including all reasonable attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all reasonable legal expenses and costs incurred by Indemnitees in connection therewith.

B. Intellectual Property Indemnification. Except for material in the public domain or provided by Authority, Consultant hereby certifies that it owns, controls, or licenses and retains all right, title, and interest in and to any intellectual property it uses in relation to this Agreement, including the design, look, feel, features, source code, content, and other technology relating to any part of the services and including all related patents, inventions, trademarks, and copyrights, all applications therefor, and all trade names, service marks, know how, and trade secrets (collectively referred to as “IP Rights”), except as otherwise expressly provided by this Agreement.

Consultant warrants that the services to be provided pursuant to this Agreement do not infringe, violate, trespass, or constitute the unauthorized use or misappropriation of any IP Rights of any third party. Consultant shall indemnify, defend, and hold Indemnitees, harmless from and against any Liabilities by a third party that the services to be provided pursuant to this Agreement infringe or violate any third-party’s IP Rights, provided any such right is enforceable in the United States.

Such costs and expenses shall include reasonable attorneys’ fees of counsel reasonably acceptable to Authority, expert fees and all other costs and fees of litigation.

C. The acceptance of the services by Authority shall not operate as a waiver of these rights of indemnification. The hold harmless and indemnification provisions of this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Item 1d
Attachment 1
1/2023 Version
Liability.

D. Consultant’s indemnifications and obligations under this section shall survive the expiration or termination of this Agreement.

10. INSURANCE
A. General Requirements. On or before the commencement of the term of this Agreement, Consultant shall furnish Authority with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit "D," which is attached hereto and incorporated herein by this reference. Such insurance and certificates, which do not limit Consultant’s indemnification obligations under this Agreement, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the Authority by certified mail, Attention: Chief Executive Officer." Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to Authority and licensed to do insurance business in the State of California or satisfy the requirements through self-insurance. Endorsements naming the Authority as additional insured shall be submitted with the insurance certificates.

B. Subrogation Waiver. Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his/her/its insurance for recovery. Consultant hereby grants to Authority, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or Authority with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of Consultant may acquire against Authority by virtue of the payment of any loss under such insurance.

C. Failure to Secure or Maintain Insurance. If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, Authority shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.

D. Additional Insured. Authority, its members, officers, employees and volunteers shall be named as additional insureds under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.

E. Sufficiency of Insurance. The insurance limits required by Authority are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant.

F. Maximum Coverage and Limits. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the additional insureds. Furthermore, the Item 1d
Attachment 1
1/2023 Version
requirements for coverage and limits shall be the minimum coverage and limits specified in this Agreement, or the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater.

11. CONFLICT OF INTEREST
Consultant warrants that it, its officers, employees, associates and subcontractors, presently have no interest, and will not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it, its officers, employees, associates and subcontractors, will not employ any person having such an interest.

Consultant and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Consultant’s services under this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant may perform similar services for other clients, but Consultant and its officers, employees, associates and subcontractors shall not, without the Authority Representative’s prior written approval, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a clause substantially similar to this section into any subcontract that Consultant executes in connection with the performance of this Agreement. Consultant understands that it may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff Authority, as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations

12. PROHIBITION AGAINST TRANSFERS
Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of Authority. Any attempt to do so without such consent shall be null and void, and any assignee, sublessee, pledgee, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from Authority under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to Authority by Consultant.

The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation.

13. SUBCONTRACTOR APPROVAL
Unless prior written consent from Authority is obtained, only those persons and subcontractors whose names are attached to this Agreement shall be used in the performance of this Agreement.

In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance in substantial conformity to the insurance carried Item 1d
Attachment 1
1/2023 Version
by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement.

Consultant agrees to include within their subcontract(s) with any and all subcontractors the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor’s work. Subcontractors hired by Consultant shall agree to be bound to Consultant and Authority in the same manner and to the same extent as Consultant is bound to Authority under this Agreement. Subcontractors shall agree to include these same provisions within any sub-subcontract. Consultant shall provide a copy of the Indemnity and Insurance provisions of this Agreement to any subcontractor. Consultant shall require all subcontractors to provide valid certificates of insurance and the required endorsements prior to commencement of any work and will provide proof of compliance to Authority.

B. All Reports prepared by Consultant may be used by Authority in execution or implementation of: (1) The original project for which Consultant was hired; (2) Completion of the original project by others; (3) Subsequent additions to the original project; and/or (4) Other Authority projects as Authority deems appropriate in its sole discretion C. Consultant shall, at such time and in such form as Authority may require, furnish reports concerning the status of services required under this Agreement.

D. All Reports shall also be provided in electronic format, both in the original file format (e.g., Microsoft Word) and in PDF format.

E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement that has not been publicly released shall be made available to any individual or organization by Consultant without prior approval by Authority.

F. Authority shall be the owner of and shall be entitled upon request to immediate possession of accurate reproducible copies of Reports or other pertinent data and information gathered or computed by Consultant prior to termination of this Agreement or upon completion of the work pursuant to this Agreement.

15. RECORDS
Consultant shall maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by Authority that relate to the performance of services under this Agreement, in sufficient detail to permit an evaluation of the services and costs. All such records shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of Authority or its designees at all proper times, and gives Authority the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related Item 1d
Attachment 1
1/2023 Version
to this Agreement. Such records, together with supporting documents, shall be maintained for a minimum period of five (5) years after Consultant receives final payment from Authority for all services required under this agreement

16. PARTY REPRESENTATIVES
The Chief Executive Officer (“Authority Representative”) shall represent the Authority in all matters pertaining to the services to be performed under this Agreement. Tracy Carlson, Director of Community Energy Services (Consultant Representative”) shall represent Consultant in all matters pertaining to the services to be performed under this Agreement

17. CONFIDENTIAL INFORMATION AND DOCUMENTS
A. Consultant covenants that all data, reports, documents, discussion, or other information (collectively “Data”) developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed or released by Consultant without prior written authorization by Authority. Authority shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the Authority Representative or unless requested in writing by the Authority Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the Authority.

Response to a subpoena or court order shall not be considered “voluntary,” provided Consultant gives Authority notice of such court order or subpoena
B. Consultant shall promptly notify Authority should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the Authority. Authority may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with Authority and to provide Authority with the opportunity to review any response to discovery requests provided by Consultant. However, Authority’s right to review any such response does not imply or mean the right by Authority to control, direct or rewrite the response.

C. In the event Authority gives Consultant written notice of a “litigation hold”, then as to all data identified in such notice, Consultant shall, at no additional cost to Authority, isolate and preserve all such data pending receipt of further direction from the Authority D. Consultant agrees to comply with the confidentiality and data protection provisions set forth in Exhibit “E,” attached hereto and incorporated herein by this reference.

E. It is understood that both Parties are subject to the California Public Records Act (Gov. Code § 7920.000 et seq.). If a request under the California Public Records Act is made to view a Party’s Data, the other Party shall notify the Party that provided the Data of the request and the date that such records will be released to the requester unless that Party obtains a court order enjoining that disclosure. If the Party that provided the Data fails to obtain a court order enjoining that disclosure, the Party receiving the request will release the requested information on the date specified.

F. Consultant’s covenants under this section shall survive the expiration or termination of this Agreement.

Item 1d
Attachment 1
1/2023 Version

18. NOTICES
Any notice, consent, request, demand, bill, invoice, report or other communication required or permitted under this Agreement shall be in writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by courier service during Consultant’s and Authority’s regular business hours, or (c) three Business Days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the Party to be notified as set forth below:

TO AUTHORITY:
333 W. El Camino Real
Suite 330
Sunnyvale CA 94087
Attention: Chief Executive Officer
TO CONSULTANT:

Sacramento Municipal Utility District
6201 S Street
Sacramento, CA 95817
Attn: Ali Crawford, SMUD Legal

19. TERMINATION
In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If Consultant fails to cure the default within the time specified (which shall be determined by the Authority but shall be not less than 10 days) and according to the requirements set forth in Authority’s written notice of default, and in addition to any other remedy available to the Authority by law, the Authority Representative may terminate the Agreement by giving Consultant written notice thereof, which shall be effective immediately. The Authority Representative shall also have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Consultant as provided herein. Upon receipt of any notice of termination, Consultant shall immediately discontinue performance.

In the event of Authority’s termination of this Agreement due to no fault or failure of performance by Consultant, Authority shall pay Consultant for services satisfactorily performed up to the effective date of termination. Upon termination, Consultant shall immediately deliver to the Authority any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by Consultant or given to Consultant, in connection with this Agreement. Such materials shall become the property of Authority.

Consultant shall have no other claim against Authority by reason of such termination, including any claim for compensation.

20. COMPLIANCE WITH LAWS
Consultant shall keep itself informed of all applicable federal, state and local laws, ordinances, codes, regulations and requirements which may, in any manner, affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Consultant Item 1d
Attachment 1
1/2023 Version
shall, at all times, observe and comply with all such laws and regulations, including, but not limited to the Americans with Disabilities Act, the Stored Communications Act, 18 U.S.C. Section 2701, et seq., California Civil Code Sections 1798.80 through 1798.84, and the California Consumer Privacy Act, Civil Code Section 1798.100 et seq. Authority, and its officers and employees, shall not be liable at law or in equity by reason of the failure of the Consultant to comply with this paragraph.

Consultant represents and agrees that all personnel engaged by Consultant in performing services are and shall be fully qualified and are authorized or permitted under state and local law to perform such services. Consultant represents and warrants to Authority that it has all licenses, permits, certificates, qualifications, and approvals required by law to provide the services and work required to perform services under this Agreement, including a business license. Consultant further represents and warrants that it shall keep in effect all such licenses, permits, and other approvals during the term of this Agreement.

21. CONFLICT OF LAW
This Agreement shall be interpreted under, and enforced by the laws of the State of California. The Agreement and obligations of the Parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the Superior Court of the County of Santa Clara, State of California.

22. ADVERTISEMENT
Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from Authority to do otherwise.

23. WAIVER
A waiver by Authority of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.

24. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by a written document signed by both Authority and Consultant.

25. AUTHORITY
The individual(s) executing this Agreement represent and warrant that they have the legal Authority and authority to do so on behalf of their respective legal entities.

Item 1d
Attachment 1
1/2023 Version

26. INSERTED PROVISIONS
Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either Party.

27. CAPTIONS AND TERMS
The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.

28. AUTHORITY’S RIGHTS TO EMPLOY OTHER CONSULTANTS
Authority reserves the right to employ other consultants in connection with the subject matter of the Scope of Services.

29. EXHIBITS
The Exhibits referenced in this Agreement are attached hereto and incorporated herein by this reference as though set forth in full in the Agreement. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, or between a provision of this Agreement and a provision of Consultant’s proposal, the provisions of this Agreement shall control.

30. FORCE MAJEURE
Consultant shall not be liable for any failure to perform its obligations under this Agreement if Consultant presents acceptable evidence, in Authority’s sole judgment, that such failure was due to acts of God, embargoes, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond Consultant’s reasonable control and not due to any act by Consultant.

31. FINAL PAYMENT ACCEPTANCE CONSTITUTES RELEASE
The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of Authority from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant’s work or services. Acceptance of payment shall be any negotiation of Authority’s check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by Authority shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by Authority for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.

32. ATTORNEY FEES
In any litigation or other proceeding by which a Party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations Item 1d
Attachment 1
1/2023 Version
under this Agreement, the prevailing Party shall be entitled to recover all attorneys’ fees, experts’ fees, and other costs actually incurred in connection with such litigation or other proceeding, in addition to all other relief to which that Party may be entitled.

33. SEVERABILITY
If any provision in this Agreement is held by a court of competent jurisdiction to be illegal, invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

34. SUCCESSORS AND ASSIGNS
The terms and conditions of this Agreement shall be binding on the successors and assigns of the Parties to this Agreement.

35. NO THIRD PARTY BENEFICIARIES INTENDED
This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.

36. COUNTERPARTS; FACSIMILE/PDF/ELECTRONIC SIGNATURE
This Agreement may be executed in multiple counterparts, all of which shall be deemed an original, and all of which will constitute one and the same instrument. The Parties agree that a facsimile, PDF or electronic signature may substitute for and have the same legal effect as the original signature.

37. DRAFTING PARTY
This Agreement shall be construed without regard to the Party that drafted it. Any ambiguity shall not be interpreted against either Party and shall, instead, be resolved in accordance with other applicable rules concerning the interpretation of contracts.

IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed as of the date set forth above.

RECOMMENDED FOR APPROVAL
_______________________________
Justin Zagunis, Director of Decarbonization Programs and Policy

RECOMMENDED FOR APPROVAL
__________________________________________________________ Item 1d
Attachment 1
1/2023 Version
Amrit Singh, Chief Financial Officer/Director of Administrative Services

CONSULTANT NAME
Sacramento Municipal Utility District
By: ________________________
Name: Brandy Bolden
Title: Chief Customer Officer
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Girish Balachandran
Title: Chief Executive Officer
Date: __________________________
APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk
Item 1d
Attachment 1
1/2023 Version
Exhibit A
Scope of Services
SMUD has been one of SVCE’s program administrators for the past four years and helped SVCE launch many programs including eHub, Homes Rebates, SMB Rebates, GridShift Rebates, Multifamily Charging Infrastructure Incentives, Priority Zone DCFC Incentives, Electric Showcase Awards, and more. SMUD continues to support SVCE’s current programs and help design, develop and launch new customer solutions.

1. Programs and Decarbonization Landscape Consideration:

A. General support for SVCE in considering program concepts and understanding the decarbonization landscape.

B. Assist SVCE in calculating metrics or synthesizing information about a sector of the market, program concepts, or SVCE’s portfolio to inform strategic planning.

C. Provide expertise and exploratory analysis to assist SVCE in understanding program related concepts, opportunities, risks, and best practices.

2. Program Design and Implementation
A. Work with SVCE to shape a final program design, based on existing draft development work that SVCE staff has completed. May include defining project goals, requirements and restrictions.

B. Estimate required effort on behalf of consultant and SVCE. Outline key roles and responsibilities and obtain SVCE sign-off on program-specific plans.

C. Review budget and objectives to provide an estimate on cost-effectiveness and anticipated achievements of the program.

D. Work with SVCE staff and SVCE’s marketing consultant(s) to design an effective marketing campaign recognizing the importance of matching customers with competent providers.

E. Work with SVCE staff and SVCE’s third-party evaluation, measurement & verification (EM&V) consultants to design an EM&V plan for the program.

F. Implement and operationalize the program design. Develop any required materials, applications or other forms. Address any remaining gaps in the program design and fill in missing details to the level of granularity required to administer the program. Work with SVCE staff to publish necessary materials on the web and launch marketing campaigns.

G. Iterate and revise the program design and implementation, as necessary, throughout the life of the program to address any key issues that are discovered, or at the request of SVCE staff.

3. Program Application Administration
A. Respond to applicant requests for clarification on requirements, help with application forms and application status through email and phone channels.

B. Manage application processes. Review and approve, or deny and provide feedback, all applications based on eligibility, completeness and accuracy.

C. Monitor any reservations in the system for compliance with program requirements. Process any additional paperwork upon completion of reservation terms and approve project. Remind applicants with reservations who have not completed their projects as they approach the end of their reservation window, and reject any that fail to meet the terms.

D. Through the processes identified with SVCE staff, route approved projects for required rebate payment and other processing.

4. Ongoing Program Revisions and Tracking:

A. Make improvements to the program process, recommend program design improvements to SVCE staff, and keep track of all projects in the pipeline.

Item 1d
Attachment 1
1/2023 Version
B. Iterate and revise the program design and implementation, as necessary, throughout the life of the program, including incorporating customer feedback.

C. Address any key issues that are discovered (e.g., gray area in program rules).

D. Proactively identify these issues through actively considering the customer journey/experience and tracking the program results.

E. Use Salesforce-based Portfolio Tool on a day-to-day basis to ensure effective program implementation for SMUD administered programs.

F. Report on program enrollments and budgets weekly in SVCE preferred tool, method, and format, including but not limited to the Salesforce-based Portfolio Tool

5. Program Management
A. Provide SVCE with updates as defined by SVCE on the budget, including spent money, reserved funds and remaining funds, and program applications, enrollments, claims paid, and other metrics.

Updates should identify successes and failures, along with the impact that the program has had to date. Updates will likely be weekly or bi-weekly. SVCE will define program goals / targets and communicate to SMUD what performance targets are. Results on the budget and enrollment metrics will be presented in relation to the program goals / targets.

B. Identify key issues faced by the program and communicate with SVCE to resolve them effectively.

C. Provide all additional reporting documentation required for compliance with the program funding sources.

D. Provide SVCE with periodic updates on program achievements and progress towards state objectives and goals.

E. As needed, design feedback surveys with SVCE staff and administer them to program participants.

F. Coordinate with SVCE’s EM&V consultant to facilitate their review and evaluation of the program.

6. Check Processing
A. Use a check processing services like checkissuing.com or smartpayables.com to deliver refund checks.

7. Miscellaneous Other Support
A. On a time and materials basis, SVCE may require additional miscellaneous work. This Scope of Services has described the standard program requirements, but all future programs will be unique and may require additional support. SVCE also believes that there may be additional, innovative work that the consultant could perform within this overarching scope.

Item 1d
Attachment 1
1/2023 Version
Exhibit B
Schedule of Performance
Work will be assigned by the Authority on a task order basis. Each task order shall assign work consistent with the Scope of Services, a not to exceed budget, and a schedule for performance of each such task and shall be signed by both Parties and attached to this Agreement.

Item 1d
Attachment 1
1/2023 Version
Exhibit C
Compensation
Authority shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below.

Compensation shall be calculated based on the hourly rates set forth below up to the not to exceed budget amount set forth below.

The compensation to be paid to Consultant under this Agreement for all services described in Exhibit “A” and reimbursable expenses shall not exceed a total of four million dollars ($4,000,000), as set forth below. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to Authority unless previously approved in writing by Authority.

Rates
Below are the hourly labor rates for SMUD staff by role by year.

Title 2023 2024 2025 2026 2027 2028
Program Manager $160 $170 $180 $190 $200 $210
Project Manager $160 $170 $180 $190 $200 $210
Marketing Specialist $160 $170 $180 $190 $200 $210
Research Specialist $160 $170 $180 $190 $200 $210
Trainer $160 $170 $180 $190 $200 $210
Energy Specialists $120 $125 $130 $135 $140 $145
Energy Advisors $110 $115 $120 $125 $130 $135
Check Processing
If SVCE chooses to work with SMUD on check processing, SMUD will charge for labor to execute a contract and set up the system, to process each check request, and will pass through the check processing and postage fees.

Invoices
Monthly Invoicing: In order to request payment, Consultant shall submit monthly invoices to the Authority describing the services performed and the applicable charges (including a summary of the work performed during that period, personnel who performed the services, hours worked, task(s) for which work was performed). Authority shall pay all undisputed invoice amounts within thirty (30) calendar days after receipt up to the maximum compensation set forth herein. Authority does not pay interest on past due amounts.

Reimbursable Expenses
Administrative, overhead, secretarial time or overtime, word processing, photocopying, in house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. Travel expenses must be authorized in advance in writing by Authority
Item 1d
Attachment 1
1/2023 Version
Additional Services
Consultant shall provide additional services outside of the services identified in Exhibit A only by advance written authorization from Authority Representative prior to commencement of any additional services. Consultant shall submit, at the Authority Representative’s request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed maximum compensation. Any changes mutually agreed upon by the Parties, and any increase or decrease in compensation, shall be incorporated by written amendments to this Agreement.

Item 1d
Attachment 1
1/2023 Version
Exhibit D
Insurance Requirements and Proof of Insurance
Consultant shall maintain the following minimum insurance coverage:

A. COVERAGE:
(1) Workers' Compensation:

Statutory coverage as required by the State of California. (2) Liability:

Commercial general liability coverage with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury and property damage.

ISO occurrence Form CG 0001 or equivalent is required.
(3) Automotive:

Comprehensive automotive liability coverage with minimum limits of $1,000,000 per accident for bodily injury and property damage. ISO Form CA 0001 or equivalent is required.
(4) Professional Liability
Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000. (5) Privacy and Cybersecurity Liability
Privacy and cybersecurity liability (including costs arising from data destruction, hacking or intentional breaches, crisis management activity related to data breaches, and legal claims for security breach, privacy violations, and notification costs of at least $5,000,000 US per occurrence.

Item 1d
Attachment 1
1/2023 Version
Exhibit E
Confidentiality and Data Security Requirements
Subject to the terms and conditions of the Agreement, current proprietary and confidential information of Authority regarding customers of Authority (“Authority Customers”) and/or other confidential information (collectively “Confidential Information”) may be disclosed to Consultant from time to time in connection herewith solely for the purposes set forth in the Agreement. Such disclosure is subject to the following legal continuing representations and warranties by Consultant:

1. The Confidential Information disclosed to Consultant in connection herewith may include, without limitation, the following information about Authority Customers: (a) names; (b) addresses; (c) telephone numbers and email addresses; (d) service agreement numbers and account numbers; (e) meter and other identification numbers; (f) Authority-designated account numbers; (g) electricity and gas usage (including monthly usage, monthly maximum demand, electrical or gas consumption, HP load, and other data detailing electricity or gas needs and patterns of usage); (h) billing information (including rate schedule, baseline zone, CARE participation, end use code (heat source) service voltage, medical baseline, meter cycle, bill cycle, balanced payment plan and other plans); (i) payment / deposit status; (j) number of units; and (k) other similar information specific to Authority Customers individually or in the aggregate. Confidential Information shall also include specifically any copies, drafts, revisions, analyses, summaries, extracts, memoranda, reports and other materials prepared by Consultant or its representatives that are derived from or based on Confidential Information disclosed by Authority, regardless of the form of media in which it is prepared, recorded or retained.

2. Except for electric and gas usage information provided to Consultant pursuant to this Agreement, Confidential Information does not include information that Consultant proves (a) was properly in the possession of Consultant at the time of disclosure; (b) is or becomes publicly known through no fault of Consultant, its employees or representatives; or (c) was independently developed by Consultant, its employees or representatives without access to any Confidential Information.

3. From the Effective Date, no portion of the Confidential Information may be disclosed, disseminated or appropriated by Consultant, or used for any purpose other than the purposes set forth in the Agreement.

4. Consultant shall, at all times and in perpetuity, keep the Confidential Information in the strictest confidence and shall take all reasonable measures to prevent unauthorized or improper disclosure or use of Confidential Information. Consultant shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information, to protect the personal information from unauthorized access, destruction, use, modification, or disclosure and prohibits the use of the data for purposes not set forth in the Agreement. Specifically, Consultant shall restrict access to Confidential Information, and to materials prepared in connection therewith, to those employees or representatives of Consultant who have a “need to know” such Confidential Information in the course of Item 1d
Attachment 1
1/2023 Version
their duties with respect to the Consultant program and who agree to be bound by the nondisclosure and confidentiality obligations of this Agreement. Prior to disclosing any Confidential Information to its employees or representatives, Consultant shall require such employees or representatives to whom Confidential Information is to be disclosed to review this Agreement and to agree to be bound by the terms of this Agreement. Consultant shall not disclose Confidential Information or otherwise make it available, in any form or manner, to any other person or entity that is not Consultant’s employee or representative (a “Third Party”), except where that Third Party has separately entered into a nondisclosure agreement with Authority. Without limiting Consultant’s obligation of confidentiality as further described herein, Consultant shall be responsible for establishing, maintaining, and providing a written description to Authority of, a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that comply with or are substantial similar to the security controls identified in the current version of NIST SP800-53, and that is designed to: (a) ensure the security and confidentiality of the Authority’s Data; (b) protect against any anticipated threats or hazards to the security or integrity of the Data; (c) protect against unauthorized disclosure, access to, or use of the Data; (d) ensure the proper disposal of Data; and, (e) ensure that all employees, agents, and subcontractors of Consultant, if any, comply with all of the foregoing. In no case shall the safeguards of Consultant’s data privacy and information security program used to protect Data be less stringent than the safeguards used by Consultant for its own data. If the services include handling credit card information, then the Consultant shall comply at all times with all applicable Payment Card Industry Data Security Standards (PCI-DSS). Consultant agrees and warrants that it is responsible for the security of “cardholder data” that Consultant possesses, stores, processes or transmits on behalf of the Authority, and for any impact on the security of Authority’s cardholder data environment adversely affected by any failure of Company to maintain compliance with provisions of the PCI-DSS applicable to the services. No less than annually, Consultant shall conduct a comprehensive independent third-party audit of its data privacy and information security program and provide such audit findings to Authority. The required audit shall be a SAS-70 (or successor standard) compliant audit, and Consultant shall provide the audit findings in the form of an SAS-70 Type II report

5. Notwithstanding the above, Consultant may disclose Confidential Information to the extent required by an order or subpoena requiring the disclosure of such Confidential Information issued by a court or other governmental authority of competent jurisdiction, or lawful process requiring disclosure of such Confidential Information, provided that Consultant notifies Authority immediately upon receipt thereof to allow Authority to seek protective treatment for such Confidential Information.

6. In the event of any act, error or omission, negligence, misconduct, or breach that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of the Authority’s Data or the physical, technical, administrative, or organizational safeguards put in place by Consultant that relate to the protection of the security, confidentiality, or integrity of the Data, Consultant shall, as applicable: (a) notify Authority as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with Authority in investigating the occurrence, including making available all relevant records, logs, files, data reporting, Item 1d
Attachment 1
1/2023 Version
and other materials required to comply with applicable law or as otherwise required by Authority; (c) in the case of Confidential Information, at Authority’s sole election, (i) notify the affected individuals who comprise the Confidential Information as soon as practicable but no later than is required to comply with applicable law including, but not limited to, the provisions of California Civil Code Section 1798.82, or, in the absence of any legally required notification period, within five (5) calendar days of the occurrence; or, (ii) reimburse Authority for any costs in notifying the affected individuals; (d) in the case of Confidential Information, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the Confidential Information for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twelve (12) months following the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; (f) without limiting Consultant’s obligations of indemnification as further described in this Agreement, indemnify, defend, and hold harmless Authority for any and all Claims (as defined herein), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from Authority in connection with the occurrence; (g) be responsible for recreating lost Data in the manner and on the schedule set by Authority without charge to Authority; (h) provide to Authority a detailed plan within ten (10) calendar days of the occurrence describing the measures Consultant will undertake to prevent a future occurrence and (i) upon conclusion of the occurrence, or at Authority’s request, provide to Authority a comprehensive summary of the occurrence, including reason for occurrence, details of occurrence, how occurrence was addressed and any other information required by Authority, which shall be executed by Consultant and may be relied upon by Authority as a true and accurate account of the occurrence. Notification to affected individuals, as described above, shall comply with applicable law, be written in plain language, and contain, at a minimum: name and contact information of Consultant’s representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate date of the loss; how such loss may affect the affected individual; what steps Consultant has taken to protect the affected individual; what steps the affected individual can take to protect himself or herself; contact information for major credit card reporting agencies; and, information regarding the credit and identity monitoring services to be provided by Consultant. This Section shall survive the termination of this Agreement.

7. It shall be considered a material breach of this Agreement if Consultant engages in a pattern or practice of accessing, storing, using, or disclosing the Confidential Information in violation of the contractual obligations described herein. Consultant understands that if Authority finds that Consultant is engaged in a pattern or practice of accessing, storing, using, or disclosing Confidential Information in violation of this Agreement Authority shall promptly cease all disclosures of Confidential Information to Consultant. Consultant further understands that if Authority receives a customer complaint about Consultant’s misuse of data or other violation of the Disclosure Provisions, Authority shall promptly cease disclosing that customer’s information to Consultant and shall notify the California Public Utilities Commission of the complaint.

Item 1d
Attachment 1
1/2023 Version

8. Consultant shall be liable for the actions of, or any disclosure or use by, its employees or representatives contrary to this Agreement; however, such liability shall not limit or prevent any actions by Authority directly against such employees or representatives for improper disclosure and/or use. In no event shall Consultant or its employees or representatives take any actions related to Confidential Information that are inconsistent with holding Confidential Information in strict confidence. Consultant shall immediately notify Authority in writing if it becomes aware of the possibility of any misuse or misappropriation of the Confidential Information by Consultant or any of its employees or representatives. However, nothing in this Agreement shall obligate the Authority to monitor or enforce the Consultant’s compliance with the terms of this Agreement.

9. Consultant shall comply with the consumer protections concerning subsequent disclosure and use set forth in Attachment B to California Public Utilities Commission (CPUC) Decision No. 12-08-045.

10. In addition to any other requirements set forth in the Agreement, within ten (10) business days of receipt of Authority’s written request, and at Authority’s option, Consultant will either return to Authority all tangible Confidential Information, including but not limited to all electronic files, documentation, notes, plans, drawings, and copies thereof, or will provide Authority with written certification that all such tangible Confidential Information of Authority has been destroyed.

11. Consultant acknowledges that disclosure or misappropriation of any Confidential Information could cause irreparable harm to Authority and/or Authority Customers, the amount of which may be difficult to assess. Accordingly, Consultant hereby confirms that the Authority shall be entitled to apply to a court of competent jurisdiction or the California Public Utilities Commission for an injunction, specific performance or such other relief (without posting bond) as may be appropriate in the event of improper disclosure or misuse of its Confidential Information by Consultant or its employees or representatives. Such right shall, however, be construed to be in addition to any other remedies available to the Authority, in law or equity.

12. In addition to all other remedies, Consultant shall indemnify and hold harmless Authority, its officers, employees, or agents from and against and claims, actions, suits, liabilities, damages, losses, expenses and costs (including reasonable attorneys’ fees, costs and disbursements) attributable to actions or non-actions of Consultant and/or its employees and/or its representatives in connection with the use or disclosure of Confidential Information.

13. When Consultant fully performs the purposes set forth in the Agreement, or if at any time Consultant ceases performance or Authority requires Consultant cease performance of the purposes set forth in the Agreement, Consultant shall promptly return or destroy (with written notice to Authority itemizing the materials destroyed) all Confidential Information then in its possession at the direction of Authority. Notwithstanding the foregoing, the nondisclosure obligations of this Agreement shall survive any termination of this Agreement.

Item 1d
Attachment 1

Page 1 of 2 ends

Staff Report – Item 1e
Item 1e: Authorize the Chief Executive Officer to Execute a Five-Year Agreement with AIQUEOUS/Energy Orbit for Programs Portfolio Management Tool Software and Support
From: Girish Balachandran, CEO
Prepared by: Justin Zagunis, Director of Decarbonization Programs and Policy Doug Bernard, Management Analyst
Date: 12/13/2023

RECOMMENDATION
Staff recommends the Board approve and authorize the CEO to execute an agreement with AIQUEOUS / Energy Orbit for Portfolio Management Tool Software and Support for a period of five years with a not-to-exceed of $955,000.

This agreement represents a maturation of SVCE’s current practices for data collection and management for decarbonization programs at SVCE – from custom tracking for each program to a consolidated, central repository. Today, customer program engagement is tracked for each program by SVCE’s third-party program implementers using off-the-shelf software tools and analytics on customer engagement and journeys are run manually on the backend by staff or consultants. Moving away from this individualized and manual approach will allow staff to be more effective as the number and scale of programs continue to increase. Staff is seeking Board approval to execute an agreement with a vendor to develop a Programs Portfolio Tool, a robust software system that will enable staff to manage, analyze, and report on program-related metrics. Through this tool, staff also aims to improve customer interactions with SVCE’s programs with an easy, convenient, consistent user interface for program applications.

ANALYSIS & DISCUSSION
SVCE staff solicited consultants for portfolio management tool software and support through a competitive bid process, as shown below. The RFP had a strong response, with eight proposals submitted from qualified proposers. After a thorough evaluation SVCE conducted virtual video interviews with select finalists. The SVCE review team consisted of four staff who selected AIQUEOUS/Energy Orbit as the final consultant for developing the Programs Portfolio Tool.

Item 1e
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1e Agenda Date: 12/13/2023

Page 2 of 2 ends

AIQUEOUS/Energy Orbit provides a customized Salesforce-based system to provide a program management and customer relationship management platform for program application reviews and approvals, customer communications, partner data access, and accurate and consistent reporting. AIQUEOUS and Energy Orbit are technology and consulting firms that recently merged, increasing their combined bandwidth to offer tailored services to their clients. Other CCAs, including MCE, Ava Community Energy (formerly East Bay Clean Energy), and Central Coast Community Energy (3CE), have previously worked with AIQUEOUS and still use a Salesforce-based platform. Similarly, Energy Orbit has an extensive client list, including City of Roseville Electric Utility, Arizona Public Service, and CLEAResult.

Under the proposed contract, specific areas in which AIQUEOUS/Energy Orbit may provide services to SVCE under the proposed contract agreement include, but are not limited to, the following:
• Customer Application Submission and Review
• Configure Workflows to Move Applications Through Stages • Customer Interaction Notes and Database
• Program Enrollment/Budget Dashboards and Reports

STRATEGIC PLAN
As referenced in SVCE’s Strategic Plan Goal 14, Measure 7, this contract will increase organizational capacity to deploy and manage programs at a larger scale including budget, enrollments, and number of units deployed.

ALTERNATIVE
Do not authorize the CEO to execute the agreement with AIQUEOUS/Energy Orbit. Staff can, instead, continue to use the current software tools to manage program data and customer interactions. This will increase the time required to track and report on programs, limiting the insights and scalability.

FISCAL IMPACT
The proposed agreement has a not-to-exceed amount of $955,000 for a 5-year contract term. The cost for year 1 of the agreement was included in the FY24 budget request approved by the Board. Appropriations of funds for subsequent years of the agreement will be requested in upcoming budgets.

ATTACHMENTS

1. Agreement between SVCE and AIQUEOUS/Energy Orbit
Item 1e
Jun - Nov 2023 Dec 2023 Jan 2023
RFP released BOD approval of Commence software
contract implementation
Consultant
selection Contract executed
Contract We are here
negotiations
-1-
1/2023 Version

MASTER AGREEMENT

SOFTWARE AS A SERVICE
This Master Agreement (the “Agreement“) is entered into and is effective as of _____, 2023 (“Effective Date”), by and between Silicon Valley Clean Energy, an independent public agency located at __________________, California ____ (“SVCE”) and Aiqueous, LLC, a Texas limited liability company located at 502 W. 30th Street #1, Austin, Texas 78705 (“Service Provider”).

RECITALS
WHEREAS, SVCE requires third-party hosted “software as a service” services, as further described herein, with respect to certain of its information technology needs; WHEREAS, SVCE requested a proposal from Service Provider for such Services; WHEREAS, Service Provider has experience and expertise in the business of providing the Services; WHEREAS, Service Provider submitted a proposal to SVCE to perform such Services on behalf of SVCE; WHEREAS, based on Service Provider’s superior knowledge and experience relating to such Services, SVCE has selected Service Provider to provide and manage the Services; WHEREAS, Service Provider wishes to perform the Services and acknowledges that the successful performance of the Services and the security and availability of SVCE’s data are critical to the operation of SVCE’s business; and,
WHEREAS, Service Provider has agreed to provide the Services to SVCE, all on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and representations set forth in this Agreement, the parties hereby agree as follows:

1. Term. This Agreement is legally binding as of the Effective Date and shall continue until terminated as provided for herein. Unless this Agreement is terminated earlier in accordance with the terms set forth herein, the term (the “Initial Term“) shall commence on the Effective Date and continue for five (5) years. Following the Initial Term and unless otherwise terminated as provided for in this Agreement, this Agreement may be renewed (each, a “Renewal Term”) upon mutual written agreement of the parties.

2. Not to Exceed Amount. SVCE shall be responsible for and shall pay to Service Provider the fees as further described in the applicable Order, subject to the terms and conditions contained in this Agreement, including, but not limited to, Section 10 Fees; Billing, below. The total amount payable to Service Provider under this Agreement shall not exceed nine hundred fifty five thousand dollars ($955,000).

3. The Services. This Agreement (and the applicable Orders and Scopes of Work (“SOW”)) sets forth the terms and conditions under which Service Provider agrees to license to SVCE certain hosted software and provide all other services necessary for productive use of such software including customization / integration, user identification and password change management, data import / export, monitoring, technical support, maintenance, training, backup and recovery, and change management (collectively, the “Services“) as further set forth in Exhibit A attached hereto.

3.1 Authorized Users. Unless otherwise limited herein and as further detailed in the applicable Order, Service Provider grants SVCE a renewable, limited, nonexclusive, royalty-free, and worldwide right and license for any SVCE employee, contractor, or agent, or any other individual or entity Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC
-2-
1/2023 Version
authorized by SVCE, (each, an “Authorized User”) to access and use the Services. For the avoidance of doubt, the number of Authorized Users will be detailed in the applicable Order. Other than any limitations otherwise described herein, Authorized Users will have no other limitations on their access to or use of the Services.

3.2 Acknowledgement of License Grant. For the purposes of 11 U.S.C. § 365(n), the parties acknowledge and agree that this Agreement constitutes a grant of license to use intellectual property in software form, to SVCE by Service Provider.

3.3 Changes in Number of Authorized Users. SVCE is entitled to increase or decrease the initial number of Authorized Users (“Minimum Commitment”), on an as-requested basis; provided, however, that SVCE shall maintain the Minimum Commitment unless the parties otherwise agree to adjust the Minimum Commitment. Should SVCE elect to change the number of Authorized Users, Service Provider shall reduce or increase Authorized Users specified in the applicable Order and adjust the prospective Services Fees accordingly no later than five (5) business days from SVCE’s written request.

3.4 Control and Location of Services. The method and means of providing the Services shall be under the exclusive control, management, and supervision of Service Provider, giving due consideration to the requests of SVCE. Cloud based storage shall not be utilized without the SVCE’s prior, written consent. Any and all permitted cloud storage shall be in compliance with ISO/IEC 27001 – 27017, as applicable, or successor standards thereto. Except as otherwise expressly set forth in Exhibit A, the Services (including all data storage), shall be provided solely from within the continental United States and on computing and data storage devices residing therein, and all such locations shall be disclosed to SVCE annually and within thirty (30) days of the effective date of this Agreement.

3.4.1 Subcontractors. Excepting Service Provider’s arrangement with SFDC, Service Provider shall not enter into any subcontracts for the performance of the Services, or assign or transfer any of its rights or obligations under this Agreement, without SVCE’s prior written consent and any attempt to do so shall be void and without further effect and shall be a material breach of this Agreement. Service Provider’s use of subcontractors shall not relieve Service Provider of any of its duties or obligations under this Agreement.

3.5 Storage. The Services shall include the applicable allocation of base data storage as described in Exhibit A, if any. Service Provider shall immediately notify SVCE when SVCE has reached eighty percent (80%) of SVCE’s then-current data storage maximum. Within five (5) calendar days of SVCE’s request, Service Provider shall make additional data storage available to SVCE at the rates described in Exhibit A.

3.6 Development and Test Environments. In addition to production use of the Services, SVCE is entitled to one development and one test environment for use by Authorized Users at the rates described in the applicable Order. Such non-production environments shall have the same data storage and processing capacities as the production environment. Service Provider shall cooperate with SVCE’s requests in managing the non-production environments such as refreshing SVCE Data upon request.

3.7 Documentation. The documentation for the Software and SaaS Solution (“Documentation”) will accurately and completely describe the functions and features of the Services, including all subsequent revisions thereto. The Documentation shall be understandable by a typical end user and shall provide Authorized Users with sufficient instruction such that an Authorized User can become self-reliant with respect to access and use of the Services. SVCE shall have the right to make any number of additional copies of the Documentation at no additional charge.

3.8 Changes in Functionality. During the term of this Agreement, Service Provider shall not reduce or eliminate functionality in the Services without the prior written consent of SVCE. Where Service Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC
-3-
1/2023 Version
Provider desires to modify the material functionality in the Services, the parties shall resort to the Change Control Procedure detailed in Section 7 below.

3.9 No Effect of Click-Through Terms and Conditions. Where an SVCE Authorized User is required to “click through” or otherwise accept or made subject to any online terms and conditions in accessing or using the Services, such terms and conditions are not binding and shall have no force or effect as to the Services or this Agreement.

3.10 Modification of the Services. SVCE’s Director of Information Technology shall be authorized to waive, in writing, any of the Service Provider’s obligations with respect to the Services, where deemed to be in SVCE’s best interests, provided that no such modification shall result in any increase in the amount of the Services Fees.

3.11 Compliance with All Laws. Service Provider shall keep itself informed of all applicable federal, state and local laws, ordinances, codes, regulations and requirements which may, in any manner, affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Service Provider shall, at all times, observe and comply with all such laws and regulations, including, but not limited to the Americans with Disabilities Act, the Stored Communications Act, 18 U.S.C. Section 2701, et seq., California Civil Code Sections 1798.80 through 1798.84, and the California Consumer Privacy Act, Civil Code Section 1798.100, et seq.

SVCE, and its officers and employees, shall not be liable at law or in equity by reason of the failure of the Service Provider to comply with this paragraph.

4. Service Levels.

4.1 Service Levels;. For the term of this Agreement, Service Provider shall provide the Services, force majeure events excepted, during the applicable Service Periods and in accordance with the applicable Service Level Standards, each as described in Exhibit A hereto.

4.2 Service Level Reporting. See Exhibit A and Exhibit B.

4.3 Failure to Meet Service Level Standards. See Service Credit subsection of Exhibit A.

4.3.1 Termination for Material and Repeated Failures. SVCE shall have, in addition to any other rights and remedies under this Agreement or at law, the right to terminate this Agreement, and be entitled to a return of any prepaid fees where Service Provider fails to meet any Service Level Standard: (a) to such an extent that the SVCE’s ability to use the Services is materially disrupted and Service Provider fails to cure such disruption within 30 days of written notice from SVCE, force majeure events excepted; or, (b) for four (4) months out of any twelve (12) month period.

4.4 Audit of Service Levels. Once every 12 months and upon not less than ten (10) calendar days written notice, SVCE or SVCE’s agent shall have the right to audit Service Provider’s books, records, and measurement and auditing tools to verify Service Level Standard achievement.

5. Support; Maintenance; Additional Services.

5.1 Technical Support. Service Provider shall provide the Technical Support as described in Exhibit A and Exhibit B. The Services Fees shall be inclusive of the fees for the Technical Support.

5.2 Maintenance. Service Provider shall provide bug fixes, corrections, modifications, enhancements, upgrades, and new releases to the Services to ensure: (a) the functionality of the Software and SaaS Solution, as described in the Documentation, is available to Authorized Users; (b) the functionality of the Services in accordance with the representations and warranties set forth herein, including but not limited to, the Services conforming in all material respects to the specifications, functions, Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC
-4-
1/2023 Version
descriptions, standards, and criteria set forth in Exhibit A and the Documentation; (c) the Service Level Standards can be achieved; and, (d) the Services work with the then-current version and the three prior versions of Internet Explorer, Mozilla Firefox, and Google Chrome Internet browsers.

The Services Fees shall be inclusive of the fees for maintenance.

5.2.1 Required Notice of Maintenance. Service Provider will provide SVCE notice as far in advance as reasonably possible for planning and coordination efforts prior to availability of any Upgrades that impact the SVCE's energyOrbit platform. For all other energyOrbit upgrades, Service Provider will provide SVCE periodic updates on planned upgrades, with reasonable details (i.e. Release Notes), of changes being made to the energyOrbit application at least 2 weeks prior to the availability of the change.

At no time shall Service Provider implement code into the SVCE's production environment without receiving SVCE’s prior approval and without allowing SVCE sufficient time to perform testing in the SVCE non-production environment. All releases and upgrades to the Salesforce Platform can be monitored in the SVCE environment Release Update page, available through Setup as described here https://help.salesforce.com/s/articleView?id=sf.release_updates_manage.htm&type= 5 5.2.2 Acceptance of Non-Emergency Maintenance. Unless as otherwise agreed to by SVCE on a case-by-case basis, for non-emergency maintenance, SVCE shall have a ten (10) business day period to test any maintenance changes prior to Service Provider introducing such maintenance changes into production (the “Maintenance Acceptance Period”). In the event that SVCE rejects, for good cause, any maintenance changes during the Maintenance Acceptance Period, Service Provider shall not introduce such rejected maintenance changes into production. At the end of the Maintenance Acceptance Period, if SVCE has not rejected the maintenance changes, the maintenance changes shall be deemed to be accepted by SVCE and Service Provider shall be entitled to introduce the maintenance changes into production.

5.3 Configuration / Integration Services. Service Provider shall provide the Configuration / Integration Services, if any, described in the applicable SOW. Unless otherwise detailed in the applicable SOW, the Services Fees shall be inclusive of the fees for the Configuration / Integration Services.

5.4 Initial Training Services. Service Provider shall provide the Initial Training Services, if any, described in Exhibit A. The Services Fees shall be inclusive of the fees for the Initial Training Services. Additional Training Services will be delivered pursuant to a mutually agreed upon SOW.

6. Audit Rights of Service Provider. Service Provider shall have no right to conduct an on-premises audit of SVCE’s compliance with the use of the Services. No more than once annually, Service Provider shall have the right to request from SVCE its certification of compliance with the permitted number of Authorized Users. Where the actual number of users exceeds the permitted number of Authorized Users, SVCE, at SVCE’s sole election shall, within thirty (30) business days: (a) reduce the actual number of users so as to be in compliance with the permitted number of Authorized Users in which case no additional Services Fees shall be due to Service Provider; or, (b) acquire the appropriate number of Authorized Users’ licenses at the rate specified in Exhibit A so as to be in compliance with the permitted number of Authorized Users.

7. Change Control Procedure. SVCE may, upon written notice, request changes to the scope of the Services.

If SVCE requests an increase in the scope, SVCE shall notify Service Provider, and, not more than five (5) business days (or other mutually agreed upon period) after receiving the request, Service Provider shall notify SVCE whether or not the change has an associated cost impact. If SVCE approves, SVCE shall issue a change order, which will be executed by the Service Provider. SVCE shall have the right to decrease the scope, and the associated fees will be reduced accordingly.

8. Termination; Renewals.

Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC
-5-
1/2023 Version

8.1 Termination for Convenience. Without limiting the right of a party to terminate this Agreement as provided for in this Agreement, SVCE may terminate this Agreement for convenience upon not less than thirty (30) days prior written notice to the Service Provider.

8.2 Termination for Cause. Without limiting the right of a party to immediately terminate this Agreement for cause as provided for in this Agreement, if either party materially breaches any of its duties or obligations hereunder and such breach is not cured, or the breaching party is not diligently pursuing a cure to the non-breaching party’s sole satisfaction, within thirty (30) calendar days after written notice of the breach, the non-breaching party may terminate this Agreement for cause as of a date specified in such notice.

8.3 Payments upon Termination. Upon the termination of this Agreement or any applicable Order or SOW, SVCE shall pay to Service Provider all undisputed amounts due and payable thereunder, if any. SVCE is entitled to a return of any prepaid fees where Service Provider fails to meet any performance standard related to the delivery of professional services detailed in a SOW; provided however, if SVCE terminates Service Provider’s delivery to SVCE of any platform based on the SFDC platform detailed in Exhibit B for convenience (pursuant to Section 8.1), then Service Provider shall not be obligated to refund SVCE fees paid for the delivery of such SFDC platform.

8.4 Return of SVCE Data. Upon the termination of this Agreement, Service Provider shall, within one (1) business day following the termination of this Agreement, provide SVCE, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Service Provider), with a final extract of the SVCE Data in the format specified by SVCE. Further, Service Provider shall certify to SVCE the destruction of any SVCE Data within the possession or control of Service Provider, in accordance with Section 13.5, but such destruction shall occur only after the SVCE Data has been returned to SVCE. This Section shall survive the termination of this Agreement.

8.5 Renewals. Should the Services continue beyond the Initial Term, the Services Fees for the Renewal Term may be increased no more than three percent (3%) on an annualized per-user basis.

9. Transition Services. Service Provider will provide to SVCE and/or to the service provider selected by SVCE (“Successor Service Provider“) assistance reasonably requested by SVCE in writing to effect the orderly transition of the Services, in whole or in part, to SVCE or to Successor Service Provider (“Transition Services”) following the termination of this Agreement, in whole or in part. The Transition Services may include: (a) developing a plan for the orderly transition of the terminated Services from Service Provider to SVCE or Successor Service Provider; (b) if required, transferring the SVCE Data to Successor Service Provider; (c) using commercially reasonable efforts to assist SVCE in acquiring any necessary rights to legally and physically access and use any third-party technologies and documentation then being used by Service Provider in connection with the Services; (d) using commercially reasonable efforts to make available to SVCE, pursuant to mutually agreeable terms and conditions, any third-party services then being used by Service Provider in connection with the Services; and, (e) such other activities upon which the parties may agree in writing. All applicable terms and conditions of this Agreement shall apply to the Transition Services.

This Section shall survive the termination of this Agreement.

10. Fees; Billing. Any sum due Service Provider for the Services for which payment is not otherwise specified shall be due and payable thirty (30) business days after receipt by SVCE of an invoice from Service Provider.

10.1 Billing Procedures. Service Provider shall bill to SVCE the sums due pursuant to Exhibit A by Service Provider’s invoice, which shall contain: (a) SVCE’s purchase order number, if any, and Service Provider’s invoice number; (b) description of Services for which an amount is due; (c) the fees or portion thereof that are due; (d); taxes, if any; (e); any Performance Credits or other credits; and, (f) total amount due. Service Provider shall forward invoices in hardcopy format to 333 W. El Camino Real #330, Sunnyvale, CA 94087.

Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC
-6-
1/2023 Version

10.2 Taxes. Service Provider represents and warrants that it is an independent contractor for purposes of federal, state, and local taxes. Service Provider agrees that SVCE is not responsible to collect or withhold any such taxes, including income tax withholding and social security contributions, for Service Provider. Any and all taxes, interest, or penalties, including any federal, state, or local withholding or employment taxes, imposed, assessed, or levied as a result of this Agreement shall be paid or withheld by Service Provider.

10.3 Credits. As applicable, Exhibit A will detail any fee discounts or service credits owed by Service Provider to SVCE because of Service Provider’s sole failure to achieve any performance standards detailed in Exhibit A.

10.4 Non-binding Terms. Any terms and conditions included in a Service Provider invoice shall be deemed to be solely for the convenience of the Service Provider, and no such term or condition shall be binding upon the SVCE or Service Provider to the extent that such terms conflict with this Agreement.

10.5 Auditable Records. Service Provider shall maintain accurate records of all fees billable to, and payments made by, SVCE in a format that will permit audit by SVCE for a period of no less than three (3) years from when a fee was incurred or a payment was made. The foregoing obligation of Service Provider shall survive the termination of this Agreement. For the term of this Agreement, upon SVCE’s written request, Service Provider shall provide SVCE with a copy of its annual American Institute of Certified Public Accountants Service Organization Control (SOC) 1 type 2 report and SOC 2 type 2 report (for all Trust Services Principles).

10.6 Billing Reviews by Third-Parties. For purposes of determining the competitiveness and appropriateness of fees charged to SVCE by Service Provider, SVCE is entitled to disclose to a third-party this Agreement, and any other data pertaining to fees paid or payable by SVCE to Service Provider.

10.7 No Suspension of Services. Service Provider shall not suspend any part of the Services where: (a) SVCE is reasonably disputing any amount due to Service Provider; or, (b) any unpaid but undisputed amount due to Service Provider is less than ninety (90) days in arrears. Otherwise and without waiving its right to terminate pursuant to Section 8.2, Service Provider may suspend service in the event that an outstanding fee remains unpaid more than ninety (90) days in arrears and SVCE is not reasonably disputing any amount due to Service Provider.

11. Representations and Warranties.

11.1 Mutual. SVCE and Service Provider represent and warrant that:

11.1.1 it is a public entity or business duly incorporated, validly existing, and in good standing under the laws of its state of incorporation;

11.1.2 it has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement;

11.1.3 the execution, delivery, and performance of this Agreement has been duly authorized by it and this Agreement constitutes the legal, valid, and binding agreement of it and is enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganizations, moratoriums, and similar laws affecting creditors’ rights generally and by general equitable principles;

11.1.4 it shall comply with all applicable federal, state, local, or other laws and regulations applicable to the performance by it of its obligations under this Agreement and shall Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC
-7-
1/2023 Version
obtain all applicable permits and licenses required of it in connection with its obligations under this Agreement; and,

11.1.5 there is no outstanding litigation, arbitrated matter or other dispute to which it is a party which, if decided unfavorably to it, would reasonably be expected to have a potential or actual material adverse effect on its ability to fulfill its obligations under this Agreement.

11.2 By Service Provider. Service Provider represents and warrants that:

11.2.1 it is in the business of providing the Services;

11.2.2 the Services are fit for the ordinary purposes for which they will be used;

11.2.3 it is possessed of superior knowledge with respect to the Services;

11.2.4 it is the lawful licensee or owner of the Services (excluding any SVCE Data therein) and has all the necessary rights in the Services to grant the use of the Services to SVCE;

11.2.5 as of the initial date of delivery, the Services and any other work performed by Service Provider hereunder shall not infringe upon any United States or foreign copyright, patent, trade secret, or other proprietary right, or misappropriate any trade secret, of any third-party, and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement;

11.2.6 it shall disclose upon SVCE’s written request any third-party (which shall, for purposes of this Agreement, be deemed a subcontractor) whose intellectual property is incorporated into the Services or who is necessary for the performance of the Services and it shall maintain in-force written agreements with such third-party, if any, for the term of this Agreement;

11.2.7 it has the expertise to perform the Services in a competent, workmanlike, and professional manner and in accordance with the highest professional standards;

11.2.8 it will use its commercially reasonable efforts to ensure that no computer viruses, worms, malware, or similar items (collectively, a “Virus”) are introduced into SVCE’s computing and network environment by the Services, and that, where it transfers a Virus to SVCE through the Services, it shall reimburse SVCE the actual cost incurred by SVCE to remove or recover from the Virus, including the costs of persons employed by SVCE to perform such services;

11.2.9 the Services are free of any mechanism which may disable the Services and Service Provider warrants that no loss of SVCE Data will result from such items if present in the Services;

11.2.10 in the case of SVCE’s reasonable dispute of any Service Provider invoice, it shall not withhold the performance of Services, including, without limitation, access and use of the Services, Technical Support, Maintenance, and extract of SVCE Data; and,

11.2.11 the Services will conform in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in Exhibit A and the Documentation.

12. SVCE Data.

Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC
-8-
1/2023 Version

12.1 Ownership. SVCE’s data (“SVCE Data,” which shall also be known and treated by Service Provider as Confidential Information) shall include: (a) SVCE’s and/or SVCE employees’ data collected, accessed, used, processed, stored, or generated as the result of the SVCE’s use of the Services; and, (b) personally identifiable information (“PII“) collected, used, processed, stored, or generated as the result of the use of the Services, including, without limitation, any information that identifies an individual, such as an individual’s social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother’s maiden name, email address, credit card information, or an individual’s name in combination with any other of the elements listed herein. Except where subject to a third party’s intellectual property rights, all SVCE Data is and shall remain the sole and exclusive property of SVCE and all right, title, and interest in the same belongs to SVCE. This Section shall survive the termination of this Agreement.

12.2 Service Provider Use of SVCE Data. Service Provider is provided a limited license to access SVCE Data for the sole and exclusive purpose of providing the Services, including a license to collect, process, store, generate, and display SVCE Data only to the extent necessary in the providing of the Services. Service Provider shall: (a) keep and maintain SVCE Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Agreement and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose SVCE Data solely and exclusively for the purpose of providing the Services, such use and disclosure being in accordance with this Agreement, and applicable law; (c) allow access to SVCE Data only to those employees of Service Provider who are directly involved with and responsible for providing the Services; and, (d) not use, sell, rent, transfer, distribute, or otherwise disclose or make available SVCE Data for Service Provider’s own purposes or for the benefit of anyone other than SVCE without SVCE’s prior written consent. This Section shall survive the termination of this Agreement.

12.3 Access to, and Extraction of SVCE Data. SVCE shall have full and complete access to, and ability to download, its SVCE Data 24 hours per day, 7 days per week, except during authorized periods of maintenance by Service Provider. Further, Service Provider shall, within one (1) business day of SVCE’s request, provide SVCE, without charge and without any conditions or contingencies whatsoever (including, but not limited to, the payment of any fees due to Service Provider), an extract of the SVCE Data in the format specified by SVCE. In the event SVCE gives Service Provider written notice of a “litigation hold” or request under the California Public Records Act (Gov. Code § 7920.000 et seq., “Public Records Act”)., then as to all data identified in such notice or request, Service Provider shall, at no additional cost to SVCE, isolate and preserve all such data pending receipt of further direction from the SVCE.

12.4 Backup and Recovery of SVCE Data. As a part of the Services, Service Provider is responsible for maintaining a backup of SVCE Data and for an orderly and timely recovery of such data in the event that the Services may be interrupted. Unless otherwise described in Exhibit A, Service Provider shall maintain a contemporaneous backup of SVCE Data that can be recovered within two (2) hours at any point in time. Additionally, Service Provider shall store a backup of SVCE Data in an off-site (but within the continental United States) “hardened” facility no less than daily, maintaining the security of SVCE Data, the security requirements of which are further described herein. Any backups of SVCE Data shall not be considered in calculating storage used by SVCE.

12.5 Loss or Unauthorized Access to Data. In the event of any act, error or omission, negligence, misconduct, or breach that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of SVCE Data or the physical, technical, administrative, or organizational safeguards put in place by Service Provider that relate to the protection of the security, confidentiality, or integrity of SVCE Data, Service Provider shall, as applicable: (a) notify SVCE as soon as practicable but no later than twenty-four (24) hours of confirmation of such occurrence; (b) reasonably cooperate with SVCE in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by SVCE; (c) in the case of PII, at SVCE’s sole election, (i) notify the affected individuals who comprise the PII as soon as Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC
-9-
1/2023 Version
practicable but no later than is required to comply with applicable law including, but not limited to, the provisions of California Civil Code Section 1798.82, or, in the absence of any legally required notification period, within five (5) calendar days of the occurrence; or, (ii) reimburse SVCE for any reasonable costs in notifying the affected individuals; (d) in the case of PII, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the PII for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twelve (12) months following the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; (f) without limiting Service Provider’s obligations of indemnification as further described in this Agreement, indemnify, defend, and hold harmless SVCE for any and all Claims (as defined herein), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from SVCE in connection with the occurrence; (g) be responsible for recreating lost SVCE Data in the manner and on the schedule set by SVCE without charge to SVCE; (h) provide to SVCE a detailed plan within ten (10) calendar days of the occurrence describing the measures Service Provider will undertake to prevent a future occurrence and (i) upon conclusion of the occurrence, or at SVCE’s request, provide to SVCE a comprehensive summary of the occurrence, including reason for occurrence, details of occurrence, how occurrence was addressed and any other information required by SVCE.

Notification to affected individuals, as described above, shall be approved in writing by SVCE before delivery. This Section shall survive the termination of this Agreement.

13. Non-Disclosure of Confidential Information. The parties acknowledge that each party may be exposed to or acquire communication or data of the other party that is confidential, privileged communication not intended to be disclosed to third parties. The provisions of this Section shall survive the termination of this Agreement.

13.1 Meaning of Confidential Information. For the purposes of this Agreement, the term “Confidential Information” shall mean all information and any written document of a party that: (a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked “confidential” or with words of similar meaning; or, (c) should reasonably be recognized as confidential information of the disclosing party.

Except for electric and gas usage information provided to Service Provider pursuant to this Agreement, the term “Confidential Information” does not include any information or documentation that was: (i) already in the possession of the receiving party without an obligation of confidentiality; (ii) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (iii) obtained from a source other than the disclosing party without an obligation of confidentiality; or, (iv) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving party). For purposes of this Agreement, in all cases and for all matters, SVCE Data shall be deemed to be Confidential Information.

13.2 Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Agreement or to use such Confidential Information for any purposes whatsoever other than the performance of this Agreement, or as required by law.

The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential.

13.3 Cooperation to Prevent Disclosure of Confidential Information. Each party shall use its best efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each party shall advise the other party immediately in the event either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person. It is understood that SVCE is subject to the Public Records Act. If a Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC
-10-
1/2023 Version
request under the California Public Records Act is made to view Service Provider’s Confidential Information, SVCE shall notify Service Provider of the request and the date that such records will be released to the requester unless Service Provider obtains a court order enjoining that disclosure.

If Service Provider fails to obtain a court order enjoining that disclosure, SVCE will release the requested information on the date specified.

13.4 Remedies for Breach of Obligation of Confidentiality. Each party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages. Accordingly, a party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available, to include, in the case of SVCE, at the sole election of SVCE, the immediate termination, without liability to SVCE, of this Agreement.

13.5 Surrender of Confidential Information upon Termination. Upon termination of this Agreement or an Exhibit A, in whole or in part, each party shall, within five (5) calendar days from the date of termination, return to the other party any and all Confidential Information received from the other party, or created or received by a party on behalf of the other party, which is in such party’s possession, custody, or control; provided, however, that Service Provider shall return SVCE Data to SVCE following the timeframe and procedure described further in this Agreement. Should Service Provider or SVCE determine that the return of any SVCE Data or non-SVCE Data Confidential Information is not feasible, Service Provider shall destroy the data comprising such Confidential Information in compliance with the most current version of NIST standard SP800-88, or other standard acceptable to the SVCE, and shall certify the same in writing within five (5) calendar days from the date of termination to the other party.

14. Data Privacy and Information Security.

14.1 Undertaking by Service Provider. Without limiting Service Provider’s obligation of confidentiality as further described herein, Service Provider shall be responsible for establishing, maintaining, and providing a written description to SVCE of, a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that comply with or are substantial similar to the security controls identified in the current version of NIST SP800-53, and that is designed to: (a) ensure the security and confidentiality of the SVCE Data; (b) protect against any anticipated threats or hazards to the security or integrity of the SVCE Data; (c) protect against unauthorized disclosure, access to, or use of the SVCE Data; (d) ensure the proper disposal of SVCE Data; and, (e) ensure that all employees, agents, and subcontractors of Service Provider, if any, comply with all of the foregoing. In no case shall the safeguards of Service Provider’s data privacy and information security program used to protect SVCE Data be less stringent than the safeguards used by Service Provider for its own data.

If the Services include handling credit card information, then the Service Provider shall comply at all times with all applicable Payment Card Industry Data Security Standards (PCI-DSS). Service Provider agrees and warrants that it is responsible for the security of “cardholder data” that Service Provider possesses, stores, processes or transmits on behalf of the SVCE, and for any impact on the security of SVCE’s cardholder data environment adversely affected by any failure of Company to maintain compliance with provisions of the PCI-DSS applicable to the Services.

14.2 Audit by Service Provider. No less than annually, Service Provider shall conduct a comprehensive independent third-party audit of its data privacy and information security program and provide such audit findings to SVCE. The required audit shall be a SOC 2 Type II (or successor standard) compliant audit, and Service Provider shall provide the audit findings in the form of an SOC 2 Type II report.

14.3 Right of Audit by SVCE. Without limiting any other audit rights of SVCE, SVCE shall have the right to review Service Provider’s data privacy and information security program prior to the commencement of Services and from time to time during the term of this Agreement. During the Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC
-11-
1/2023 Version
providing of the Services, on an ongoing basis from time to time and without notice, SVCE, at its own expense, shall be entitled to perform, or to have performed, an on-site audit of Service Provider’s data privacy and information security program. In lieu of an on-site audit, upon request by SVCE, Service Provider agrees to complete, within forty-five (45 days) of receipt, an audit questionnaire provided by SVCE regarding Service Provider’s data privacy and information security program.

14.4 Audit Findings. Service Provider shall implement any required safeguards as identified by SVCE or by any audit of Service Provider’s data privacy and information security program.

14.5 Pattern of Violations. It shall be considered a material breach of this Agreement if Service Provider engages in a pattern or practice of accessing, storing, using, or disclosing the Confidential Information in violation of the contractual obligations described herein. Service Provider understands that if SVCE finds that Service Provider is engaged in a pattern or practice of accessing, storing, using, or disclosing Confidential Information in violation of this Agreement SVCE shall promptly cease all disclosures of Confidential Information to Service Provider. Service Provider further understands that if SVCE receives a customer complaint about Service Provider’s misuse of data or other violation of the Disclosure Provisions, SVCE shall promptly cease disclosing that customer’s information to Service Provider and shall notify the California Public Utilities Commission (“CPUC”) of the complaint.

14.6 CPUC Compliance. Service Provider shall comply with the consumer protections concerning subsequent disclosure and use set forth in Attachment B to California Public Utilities Commission (CPUC) Decision No. 12-08-045.

14.7 Injunction, Specific Performance or Such Other Relief. Service Provider acknowledges that disclosure or misappropriation of any Confidential Information could cause irreparable harm to SVCE and/or SVCE Customers, the amount of which may be difficult to assess. Accordingly, Service Provider hereby confirms that the SVCE shall be entitled to apply to a court of competent jurisdiction or the CPUC for an injunction, specific performance or such other relief (without posting bond) as may be appropriate in the event of improper disclosure or misuse of its Confidential Information by Service Provider or its employees or representatives. Such right shall, however, be construed to be in addition to any other remedies available to the SVCE, in law or equity.

14.8 SVCE’s Right to Termination for Deficiencies. SVCE reserves the right, at its sole election, to immediately terminate this Agreement or an applicable Order without limitation and without liability if SVCE reasonably determines that Service Provider fails or has failed to meet its obligations under this Section.

15. Proprietary Rights.

15.1 Pre-existing Materials. SVCE acknowledges that, in the course of performing the Services, Service Provider may use software and related processes, instructions, methods, and techniques that have been previously developed by Service Provider (collectively, the “Pre-existing Materials,” which shall include the Services) and that the same shall remain the sole and exclusive property of Service Provider.

15.2 No License. Except as expressly set forth herein, no license is granted by either party to the other with respect to the Confidential Information or Pre-existing Materials. Nothing in this Agreement shall be construed to grant to either party any ownership or other interest, in the Confidential Information or Pre-existing Materials, except as may be provided under a license specifically applicable to such Confidential Information or Pre-existing Materials.

15.3 The provisions of this Section shall survive the termination of this Agreement.

Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC
-12-
1/2023 Version

16. Indemnification; Limitation of Liability; Insurance.

16.1 General Indemnification. Service Provider agrees to indemnify, defend, and hold harmless SVCE and its elected officials, officers, directors, agents, attorneys and employees (each, an “Indemnitee“) from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, or judgments (each, a “Claim,” and collectively, the “Claims“), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any third party Claim arising out of or relating to any act, error or omission, negligence, or misconduct of Service Provider, its officers, directors, agents, employees, and subcontractors, during the performance of this Agreement, including, without limitation, Claims arising out of or relating to: (a) bodily injury (including death) or damage to tangible personal or real property; (b) any payment required to be paid to subcontractors, if any, of Service Provider; (c) any material misrepresentation or breach of warranty of any representation or warranty set forth in this Agreement; (d) any destruction, or unauthorized access, use, or theft of SVCE Data (collectively, “cyber theft”) or, (e) any material breach of any covenant set forth in this Agreement; provided, however, that the foregoing indemnity shall not apply to the extent that the applicable Claim resulted from the sole negligence or willful misconduct of an Indemnitee.

16.2 Proprietary Rights Indemnification. Service Provider agrees to indemnify, defend, and hold harmless Indemnitees from and against any and all Claims, including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any third party Claim arising out of or relating to the Services allegedly or actually infringing or misappropriating any United States or foreign patent, copyright, trade secret, trademark, or other proprietary right. In the event that Service Provider is enjoined from providing the Services and such injunction is not dissolved within thirty (30) calendar days, or in the event that SVCE is adjudged, in any final order of a court of competent jurisdiction from which no appeal is taken, to have infringed upon or misappropriated any patent, copyright, trade secret, trademark, or other proprietary right in the access or use of the Services, then Service Provider shall, at its expense: (a) obtain for SVCE the right to continue using such Services; (b) replace or modify such Services so that they do not infringe upon or misappropriate such proprietary right and is free to be used by SVCE; or, (c) in the event that Service Provider is unable or determines, in its reasonable judgment, that it is commercially unreasonable to do either of the aforementioned, Service Provider shall reimburse to SVCE any prepaid fees and the full cost associated with any Transition Services.

16.3 Indemnification Procedures. Promptly after receipt by SVCE of a threat, notice, or filing of any Claim against an Indemnitee, SVCE shall give notice thereof to Service Provider, provided that failure to give or delay in giving such notice shall not relieve Service Provider of any liability it may have to the Indemnitee except to the extent that Service Provider demonstrates that the defense of the Claim is prejudiced thereby. Service Provider shall have sole control of the defense and of all negotiations for settlement of a Claim and SVCE shall not independently defend or respond to a Claim; provided, however, that: (a) SVCE may defend or respond to a Claim, at Service Provider’s expense, if SVCE’s counsel determines, in its sole discretion, that such defense or response is necessary to preclude a default judgment from being entered against an Indemnitee; and, (b) SVCE shall have the right, at its own expense, to monitor Service Provider’s defense of a Claim. At Service Provider’s request, SVCE shall reasonably cooperate with Service Provider in defending against or settling a Claim; provided, however, that Service Provider shall reimburse SVCE for all reasonable out-of-pocket costs incurred by SVCE (including, without limitation, reasonable attorneys’ fees and expenses) in providing such cooperation.

16.4 Third-Party Beneficiaries. Nothing, express or implied, in this Agreement is intended to benefit, or to create or be construed to create any rights of enforcement in any persons or entities who are neither signatories to this Agreement nor Indemnitees.

Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC
-13-
1/2023 Version

16.5 Insurance. Unless otherwise approved in writing by SVCE’s risk manager, Service Provider shall, at its own expense, procure and maintain in full force and effect during the term of this Agreement, policies of insurance, of the types and in the minimum amounts as follows, with responsible insurance carriers duly admitted and qualified in California covering the operations of Service Provider, pursuant to this Agreement: commercial general liability ($1,000,000 per occurrence, $2,000,000 aggregate); excess liability ($2,000,000 per occurrence, $2,000,000 aggregate); workers’ compensation (statutory limits) and employers’ liability ($500,000 per accident); cyber liability ($5,000,000 per occurrence) providing protection against claims and liabilities arising from:
(i) errors and omissions in connection with maintaining security of SVCE Data; (ii) data breach including theft, destruction, and/or unauthorized use of SVCE Data; (iii) identity theft; and (iv) violation of privacy rights due to a breach of SVCE Data; and professional liability ($1,000,000 per occurrence, $1,000,000 aggregate). Any of the foregoing policy limits shall be subject to modification by the SVCE’s risk manager upon thirty (30) days prior, written notice to Service Provider, and at any time prior to commencement of the Services.

The Indemnitees shall be named as additional insureds in the commercial general, cyber, and excess liability policies which shall contain standard cross liability clauses. Service Provider shall cause the liability it assumed under this Agreement to be specifically insured under the contractual liability section of the liability insurance policies. The liability policies shall be primary without right of contribution from any Indemnitee, and Service Provider waives all rights of subrogation with respect to said policies. Such policies shall require that SVCE be given no less than thirty (30) calendar days prior written notice of any cancellation thereof or material change therein. SVCE shall have the right to request an adjustment of the limits of liability for commercial general, cyber, and excess liability, and/or professional liability insurance as Service Provider’s exposure to SVCE increases.

Service Provider shall provide SVCE with certificates of insurance and original endorsements, evidencing all of the above coverage, including all special requirements specifically noted above, and shall provide SVCE with certificates of insurance evidencing renewal or substitution of such insurance thirty (30) calendar days prior to the effective date of such renewal or substitution.

17. General.

17.1 Relationship between SVCE and Service Provider. Service Provider represents and warrants that it is an independent contractor with no authority to contract for SVCE or in any way to bind or to commit SVCE to any agreement of any kind or to assume any liabilities of any nature in the name of or on behalf of SVCE. Under no circumstances shall Service Provider, or any of its staff, if any, hold itself out as or be considered an agent employee, joint venture, or partner of SVCE. In recognition of Service Provider’s status as an independent contractor, SVCE shall carry no Workers’ Compensation insurance or any health or accident insurance to cover Service Provider or Service Provider’s agents or staff, if any. SVCE shall not pay any contributions to Social Security, unemployment insurance, federal or state withholding taxes, any other applicable taxes whether federal, state, or local, nor provide any other contributions or benefits which might be expected in an employer-employee relationship. Neither Service Provider nor its staff, if any, shall be eligible for, participate in, or accrue any direct or indirect benefit under any other compensation, benefit, or pension plan of SVCE.

17.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the federal laws of the United States of America. Service Provider hereby consents and submits to the jurisdiction and forum of the state and federal courts in the County of Santa Clara, State of California, in all questions and controversies arising out of this Agreement.

17.3 Attorneys’ Fees and Costs. In any arbitration, litigation, or other proceeding, informal or formal, by which one party either seeks to enforce this Agreement or seeks a declaration of any rights or obligations under this Agreement, each party shall pay its own costs and expenses, including but not limited to, reasonable attorneys’ fees.

Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC
-14-
1/2023 Version

17.4 Compliance with Laws; SVCE Policies and Procedures. Service Provider agrees to comply with all applicable federal, state, and local laws, executive orders and regulations issued, where applicable.

Service Provider shall comply with SVCE policies and procedures where the same are posted, conveyed, or otherwise made available to Service Provider.

17.5 Cooperation. Where agreement, approval, acceptance, consent or similar action by either party hereto is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld. Each party will cooperate with the other by, among other things, making available, as reasonably requested by the other, management decisions, information, approvals, and acceptances in order that each party may properly accomplish its obligations and responsibilities hereunder.

Service Provider will cooperate with any SVCE supplier performing services, and all parties supplying hardware, software, communication services, and other services and products to SVCE, including, without limitation, the Successor Service Provider. Service Provider agrees to cooperate with such suppliers, and shall not commit or permit any act which may interfere with the performance of services by any such supplier.

17.6 Force Majeure; Excused Performance. Neither party shall be liable for delays or any failure to perform the Services or this Agreement due to causes beyond its reasonable control. Such delays include, but are not limited to, fire, explosion, flood or other natural catastrophe, governmental legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party. However, the delayed party shall use its best efforts to minimize the delays caused by any such event beyond its reasonable control.

Where Service Provider fails to use its best efforts to minimize such delays, the delays shall be included in the determination of Service Level achievement. The delayed party must notify the other party promptly upon the occurrence of any such event, or performance by the delayed party will not be considered excused pursuant to this Section, and inform the other party of its plans to resume performance. A force majeure event does not excuse (a) SVCE from its payment obligations or (b) Service Provider from providing Services and fulfilling its responsibilities relating to the requirements of backup and recovery of SVCE Data. In no event shall any of the following constitute a force majeure event: (a) failure, inadequate performance, or unavailability of Service Provider’s subcontractors, if any; or, (b) configuration changes, other changes, Viruses, or other errors or omissions introduced, or permitted to be introduced, by Service Provider that result in an outage or inability for SVCE to access or use the Services. Within thirty (30) calendar days following the Effective Date and on an annual basis thereafter until the termination of this Agreement, Service Provider shall provide its then-current business continuity plan (“Business Continuity Plan”) to SVCE upon SVCE’s request. The Business Continuity Plan shall include: (a) Services and SVCE Data backup and recovery procedures, including procedures and resources for disaster recovery; (b) fail-over procedures; and, (c) how Service Provider will interact with its business continuity suppliers, if any. Service Provider shall test its Business Continuity Plan on an annual basis until the termination of this Agreement and shall provide the test results to SVCE upon SVCE’s request.

17.7 Advertising and Publicity. Service Provider shall not refer to SVCE directly or indirectly in any advertisement, news release, or publication, or use any SVCE logo, seal or mark, without prior written approval from SVCE.

17.8 No Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.

17.9 Notices. Any notice given pursuant to this Agreement shall be in writing and shall be given by personal service or by United States certified mail, return receipt requested, postage prepaid to the addresses appearing at the end of this Agreement, or as changed through written notice to the other party. Notice given by personal service shall be deemed effective on the date it is delivered to the Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC
-15-
1/2023 Version
addressee, and notice mailed shall be deemed effective on the third day following its placement in the mail addressed to the addressee.

17.10 Assignment of Agreement. This Agreement and the obligations of Service Provider hereunder are personal to Service Provider. Neither Service Provider nor any successor, receiver, or assignee of Service Provider shall directly or indirectly assign this Agreement or the rights or duties created by this Agreement, whether such assignment is effected in connection with a sale of Service Provider’s assets or stock or through merger, an insolvency proceeding or otherwise, without the prior written consent of SVCE. In the case of an assignment by Service Provider, Service Provider represents and warrants that it has all requisite rights and power to transfer any agreements or other rights with third-parties whose software is incorporated into the Services or who are necessary for the performance and use of the Services. SVCE, at SVCE’s sole election, may assign any and all of its rights and obligations under this Agreement to any company that succeeds to substantially all of SVCE’s business.

17.11 Time is of the Essence. Time is of the essence in every provision of this Agreement in which time for performance is a factor.

17.12 Counterparts; Facsimile/PDF/Electronic Signature. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. The parties agree that a facsimile, PDF or electronic signature may substitute for and have the same legal effect as the original signature.

17.13 Entire Agreement. This Agreement and any and all attached exhibits, each of which is incorporated by reference herein, constitute the entire agreement between the parties and supersede any and all previous representations, understandings, or agreements between SVCE and Service Provider as to the subject matter hereof. No representation or promise not expressly set forth herein shall be binding. The provisions of this Agreement shall govern over any inconsistent or conflicting provisions contained in any exhibit hereto. This Agreement may only be amended by an instrument in writing signed by the parties. This Agreement shall be construed without regard to the party that drafted it. Any ambiguity shall not be interpreted against either party and shall, instead, be resolved in accordance with other applicable rules concerning the interpretation of contracts.

17.14 Cumulative Remedies. All rights and remedies of SVCE herein shall be in addition to all other rights and remedies available at law or in equity, including, without limitation, specific performance against Service Provider for the enforcement of this Agreement, and temporary and permanent injunctive relief.

17.15 No Recourse against Constituent Members of Authority. SVCE is organized as a Joint Powers SVCE in accordance with the Joint Powers Act of the State of California (Government Code Section 6500 et seq.) pursuant to a Joint Powers Agreement dated March 31, 2016, and is a public entity separate from its constituent members. SVCE shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Service Provider shall have no rights and shall not make any claims, take any actions or assert any remedies against any of SVCE’s constituent members in connection with this Agreement.

17.16 Non-Discrimination. In the performance of this Agreement, Service Provider, and any subcontractor of Service Provider shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation, military or veteran status, or other basis prohibited by law, except as provided in Government Code section 12940. Service Provider shall have responsibility for compliance with this Section.

17.17 Conflict Of Interest. Service Provider warrants that it, its officers, employees, associates and subcontractors, presently have no interest, and will not acquire any interest, direct or indirect, Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC
-16-
1/2023 Version
financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it, its officers, employees, associates and subcontractors, will not employ any person having such an interest. Service Provider and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Service Provider’s services under this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Service Provider may perform similar services for other clients, but Service Provider and its officers, employees, associates and subcontractors shall not, without the SVCE Representative’s prior written approval, perform work for another person or entity for whom Service Provider is not currently performing work that would require Service Provider or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Service Provider shall incorporate a clause substantially similar to this Section into any subcontract that Service Provider executes in connection with the performance of this Agreement.

Service Provider understands that it may be required to fill out a conflict of interest form if the services provided under this Agreement require Service Provider to make certain governmental decisions or serve in a staff SVCE, as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.

17.18 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be illegal, invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

17.19 Final Payment Acceptance Constitutes Release. The acceptance by Service Provider of the final payment made under this Agreement shall operate as and be a release of SVCE from all claims and liabilities for compensation to Service Provider for anything done, furnished or relating to Service Provider’s work or services. Acceptance of payment shall be any negotiation of SVCE’s check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by SVCE shall not constitute, nor be deemed, a release of the responsibility and liability of Service Provider, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by SVCE for any defect or error in the work prepared by Service Provider, its employees, subcontractors and agents.

17.20 SVCE’s Rights to Employ Other Consultants. SVCE reserves the right to employ other consultants in connection with the subject matter of the Services.

17.21 Inserted Provisions. Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party.

17.22 Captions and Terms. The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.

17.23 Exhibits. The Exhibits referenced in this Agreement are attached hereto and incorporated herein by this reference as though set forth in full in the Agreement. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, or between a provision of this Agreement and a provision of Service Provider’s proposal, the provisions of this Agreement shall control.

17.24 Successors and Assigns. The terms and conditions of this Agreement shall be binding on the successors and assigns of the parties to this Agreement.

Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC
-17-
1/2023 Version
Executed on the dates set forth below by the undersigned authorized representative of SVCE and Service Provider to be effective as of the Effective Date.

RECOMMENDED FOR APPROVAL
_______________________________
Enter Your Name, Enter Your Title

RECOMMENDED FOR APPROVAL
__________________________________________________________ Amrit Singh, Chief Financial Officer/Director of Administrative Services

SILICON VALLEY CLEAN ENERGY (SVCE)
By:

Name:

Title:

Date:

Address for Notice:

Aiqueous, LLC
By: ____________
Name: Jon Ezrine
Title: CEO
Date:

Address for Notice:

Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC
-18-
1/2023 Version

EXHIBIT A
STATEMENT OF SERVICES, SUPPORT, AND SERVICE LEVEL AGREEMENT (“SLA”) This Exhibit A - Statement of Services and Service Level Agreement shall be incorporated in and made a part of the Agreement. If there is a conflict between the provisions contained in the Agreement and those contained in this Exhibit A, the provisions contained in the Agreement shall prevail.

Services Description. The AIQ/eO service means the application referred to as energyOrbit which has been developed by crmOrbit and is available to operate in conjunction with the salesforce.com© (SFDC) CRM and/or Salesforce Platform Service as a stand-alone product. Both editions are hosted by SFDC. The energyOrbit service also includes any energyOrbit service documentation and any other updates, or upgrades to such energyOrbit Service which may be provided by crmOrbit from time to time in connection with this service.

Start Date and End Date. The term of the engagement between SVCE and Service Provider (“AIQ/eO”) for on-going support services shall be five years as defined in the Master Agreement between Silicon Valley Clean Energy and Aiqueous, LLC. Support services will begin following successful go-live and stabilization as defined in the project plan within the statement of work for portfolio management support – “Subject Area B”.

Authorized Users and Services Fees. The number of authorized users, pricing model, billing frequency, and rates are defined in the initial and any subsequent Order Forms prepared by Service Provider and approved by SVCE.

Storage Threshold(s). Data and file storage are determined based on Salesforce edition and number of user licenses.

Additional data and file storage can be added, as necessary, based on the rates set forth in the above-mentioned Order Form. Please review the following Salesforce article for a detailed overview https://help.salesforce.com/s/articleView?id=sf.overview_storage.htm&type=5 Storage Fees. See above Storage Threshold section.

Technical Support Description. Service Provider will provide to SVCE telephone and email support (“Technical Support”) as defined in the Service Availability – Initial Contact and Response section below. Technical Support will include any research and resolution activity performed by Service Provider.

Service Availability – Initial Contact and Response
Business hours specific to the services covered in this SLA are as follows:
• Support Community: Monitored 7:00 A.M. to 6:00 P.M. Monday – Friday, Pacific Time Zone.

Augmented Support: Monday-Thursday, 7 am-6 pm and 7:30 pm-midnight Pacific time & Friday, 7 am-6 pm Pacific time.
o Service Requests received outside of office hours will be collected; no action, however, can be guaranteed until the next business day.
● Telephone support: 7:00 A.M. to 6:00 P.M. Monday – Friday, Pacific Time Zone o Calls received out of office hours will be forwarded to a mobile phone and best efforts will be made to answer / action the call; no action, however, can be guaranteed until the next business day.
● Email support: Monitored 7:00 A.M. to 6:00 P.M. Monday – Friday, Pacific Time Zone.

Augmented Support: Monday-Thursday, 7 am-6 pm and 7:30 pm-midnight Pacific time & Friday, 7 am-6 pm Pacific time.
o Emails received outside of office hours will be collected; no action, however, can be guaranteed until the next business day.
● Service Provider shall not offer support on the following days; inquiries received during these holidays will be addressed on the next business day.

Day or Date Official Name
Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC
-19-
1/2023 Version
January 1 New Year's Day
Third Monday in February Presidents' Day
Last Monday in May Memorial Day
July 4 Independence Day
First Monday in September Labor Day
Fourth Thursday in November Thanksgiving Day
Friday after Thanksgiving Day after Thanksgiving
December 25 Christmas
a) Request for Technical Support. Authorized Users will make Technical Support requests by calling or emailing Service Provider’s Technical Support staff or by submitting a request via Service Provider’s customer service web portal at https://energyorbit.force.com/support/. The Technical Support staff shall assign to the request the Problem Severity Level mutually decided by SVCE and Service Provider.

Service request procedures are defined below.
i) SVCE’s support team receives the request and, if appropriate, enters it into SVCE’s current incident tracking system, according to current procedures.
ii) SVCE’s support team relays the request, as applicable, to Service Provider using the appropriate service request mechanism based on issue severity. Note that the standard request mechanism is via the Service Provider’s Customer Support Community, listed above. iii) In the case of a disagreement regarding the issue classification or prioritization (i.e. severity), an ‘off-cycle’, escalated meeting shall be conducted to finalize and agree, in good faith, on the final issue severity.
iv) Service Provider handles the request according to the appropriate time frame, based on issue severity described above.
v) Issue continues to be jointly tracked through closure by SVCE’s support team and Service Provider’s support team, using SVCE’s and Service Provider’s support community. vi) SVCE will set up (optional) Weekly or Semi-Monthly vendor meetings to review current incidents and monitor if service request is handled timely and accurately.

Service Tiers
Post implementation support is defined in the following table.

Tier Respon
sible
Party
Definition Typical Tier Questions
1 SVCE Tier 1 Support provides assistance with
simple end-use questions (Internal or 3rd
Party) for system navigation and basic /
standard functionality.
• Login questions
• Screen navigation
• Basic report creation
• General questions energyOrbit / Platform
Provider end-user functionality (Global Search,
Tab Setup, etc.)
• Changes to page layouts, to the extent they can
be controlled via the native Platform Provider’s
‘drag and drop’ functionality.
2 Service
Provide
r
Tier 2 Support provides answers to
questions about eO / Platform Provider
semi-complex functionality: security
model, user profiles, email templates,
audit data, questions, etc.
• First level triage - data / system trouble
shooting
• Advanced Reporting / Query
• eO Functionality or Administrative Task
• Flow or Validation Rule setup and
configuration
Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC
-20-
1/2023 Version
• Support provides answers and
troubleshooting (i.e. associated with
SVCE's customization objects) of
complex functionality and data integrity
issues
• Questions about “Managed Package” or
other non-SVCE customizations which
are not associated with Company’s core
objects / extensions are routed to Tier 3
via one of the contact mechanisms listed
in this agreement
• Important Note: Service Provider will
facilitate support for standard Platform
Provider functionality as needed
• Changes to eO generated Page layouts to
the extent not covered by Tier 1
• Data Integrity issues at screen level
• Company Data import questions
• General understanding of Contractor
objects and relationships
• Functionality around Company -specific
customization objects / extensions
• Data integrity issues
• Scheduled and Batch imports / export
issues
• Metadata related questions
• Defects associated with Platform
Provider platform and customizations
(i.e. project custom fields, validation
rules, flows, extensions, etc.)
• All Non-”Managed Package” code
issues. (for code created by service
provider)
• Resolution of Tier 1 Issue Log / Defects
• Investigation of security related issues
3 Service
Provide
r
Tier 3 Support answers questions about
“Managed Package” or other non-Company customizations which are not associated with Company’s core objects/
extensions
• Support provides technical
assistance for areas such as new
releases and defects in code or
configuration that was
implemented as part of in scope
functionality
• Important Note: Service Provider will
facilitate support for standard
Platform Provider functionality as
needed.
• Advanced technical questions about the
Managed Package
• Data integrity questions about exported
data sets implemented by the Contractor
• Questions about system changes that
require configuration of the “Managed
Package” objects / flows.
• Examples of support questions for the
“Managed Package” include:
• How does energyOrbit sort measure on the
selection page by default?
• Why aren’t my incentives being
• capped correctly?
• How do I configure multi-phase
• project payments?
• What is the purpose of the
• “Installation Summary” records?
• Questions about Managed Package
defects or defects in ‘unmanaged’ code
or configuration that were implemented
as part of ‘in scope’ functionality
• Support and maintenance of code that is
common to all customers (shared
functionality)
Inquiry Settlement (Service Defect) Request and Response The following definitions will be used for this agreement. • CRITICAL: Defect Severity Level 1 (S1) – Defined as application is not available to all or substantial number of users and production processing is not available for any business purposes. (i.e. software does not operate. Excludes Internet connectivity issues). • HIGH: Defect Severity Level 2 (S2) – Defined as part of production application is not working and there is no workaround; major functionality is inoperable or unusable for a small number of users.

Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC
-21-
1/2023 Version
Also defined as software does not meet in-scope business requirements without a manual work-around or a specific in-scope module of the software is not usable without a manual work-around.

With respect to Data Integrity issues, High priority issues are where the data in the energyOrbit portal for one or more customers is incorrect or unavailable for users and no system workaround is available.
• MEDIUM: Defect Severity Level 3 (S3) – Defined as part of the application is not working for in-scope software features as intended, but a reasonable, jointly agreed-upon work-around exists leaving the essential functions intact and operable. With respect to Data Integrity issues, Medium priority issues are where some data (various customer accounts) in the energyOrbit portal is incorrect or unavailable for various users but a system workaround is available. • LOW: Defect Severity Level 4 (S4) – Defined as minor cosmetic problems within in-scope features of the software that do not impact the established business processes. General support (G) – General end user questions about in-scope functionality falling under the ‘General Tier 3’ support category (defined above).
• Training requests (T) – Requests for training on in-scope features falling under the ‘General Tier 3’ support category (defined above).

SVCE inquiries to the support contact will be settled in a manner to achieve the Service Level objectives set forth in this SLA. Service Provider will attempt to resolve the inquiries during initial contact with SVCE.

In more complicated cases, the inquiry may be settled by assigning a task to a support specialist. Service Provider will adhere to the following defect definitions; response and resolution (fix) timeframes. The defect designations will be mutually decided by SVCE and Service Provider. SVCE will assign the severity levels review with the Service Provider and prioritize each inquiry accordingly. SVCE will provide “best effort” to provide the necessary information on the case to allow initial assessment and subsequent analysis/resolution.

These SLAs apply to AIQ/eO Tier 2 and Tier 3 support, but do not apply to Inquiries tied to performance of the underlying SFDC, Formstack, DocuSign or other third party software systems used by SVCE.

In isolated cases, there may be an occasion where the identified resolution will require a period of time longer than the resolution goal. In those cases, and upon mutual agreement, the resolution goal on that particular case will be revised to reflect the agreed upon goal, and that goal will be used to measure performance. If no mutual agreement is reached, then the original terms and timeframes below shall remain in effect.

Table 1 – Response Time Targets
Request
Type
Response
Time
Initial
Assessment
Update
Frequenc
y
Maximum
Resolution
Time
Notes
S1
Critical
During
Business
hours:
30 minutes
Outside
business
hours:
2 hours
2 business
hours
2 business
hours
16 business
hours Dor
mutually
agreed upon
target
Defined as application is not
available to all or substantial
number of users and
production processing is not
available for any business
purposes. (i.e. software does
not operate).

S2
High
2 business
hours
4 business
hours
4 business
hours
24 business
hours (or
mutually
agreed upon
target)
Defined as part of production
application is not working and
there is no workaround; major
functionality is inoperable or
unusable for a small number
of users. Also defined as
software does not meet in-Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC
-22-
1/2023 Version
scope business requirements
without a manual work-around or a specific in-scope
module of the software is not
usable without a manual
work-around. With respect to
Data Integrity issues, High
priority issues are where the
data in the energyOrbit
system is incorrect or
unavailable for all users and
no system workaround is
available.

S3
Medium
8 business
hours
24 business
hours
Weekly 40 business
hours
Defined as part of the
application is not working for
in-scope software features as
intended, but a reasonable,
jointly agreed-upon work-around exist leaving the
essential functions intact and
operable; non-major incident.

With respect to Data Integrity
issues, Medium priority
issues are where some data
(various customer accounts)
in the energyOrbit portal is
incorrect or unavailable for
various users but a system
workaround is available.

S4
Low
N/A 24 business
hours
Weekly 80 business
hours
Defined as minor cosmetic
problems within in-scope
features of the software that
do not impact the established
business processes.

G N/A 8 business
hours
Weekly 40 business
hours
General end user questions
about in-scope functionality
falling under the ‘General
Tier 4’ support category.

General topics such as new
feature estimates and general
vendor application questions.

T N/A 24 business
hours
Weekly 2 business
weeks (a)
4 business
weeks (b)
(a) Training topics requiring
less than 2 hours of
preparation.
(b) Training topics requiring
more than 2 hours of
preparation.

Performance goals will be established by severity level. Monthly, the performance for each level will be calculated using the statistics gathered by the case management system.

Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC
-23-
1/2023 Version
A grace period of 90 days will be established, during which the case management system will gather the necessary statistics to determine the current level of performance. At the end of that period, the goals will be established.

Service Credits If Service Provider fails to achieve the Maximum Resolution Time target for either a S1 or S2 request type as detailed in Table 1 above, then Service Provider will issue to SVCE a “Service Credit” for each hour by which Service Provider missed such target subject to the following conditions.

1. Service Credits will be issued on a case-by-case basis for either a S1 or S2 request type, but the total number issued in each case will be capped at: (i) 16 hours for a S1 request type & (ii) 24 hours for a S2 request type.

2. SVCE may exchange earned Service Credits for the delivery by Service Provider of support services or professional services, but Service Credits may not be exchanged for software (SaaS) subscription fees. The value of each such Service Credit hour will equal one hour of such support services or professional services.

3. Any earned, but unused Service Credit will expire and be forfeited at the end of the annual term of this Agreement following the annual term in which such Service Credit was earned, provided however that SVCE shall be entitled to use such Service Credits up to and including one year following the expiration of the term of this Agreement. (By means of illustration, if an hour Service Credit is earned in the 3rd month of Year 1 of this Agreement, then such one hour Service Credit will expire at the end of the 12th month of Year 2 of this Agreement.)

4. Service Provider will not issue any monetary sum (or refund) for unexpired and unused Service Credits.

Service Level Agreement Reporting
Service Provider agrees to report on Service Level Agreement metrics to SVCE at least once every ninety days.

Support Limits
Support requests made to the Service Provider are subject to a monthly limitation as follows. • Support incidents included on a monthly basis shall be referred to as ‘standard’ support incidents • Prior to system go-live date, there is no monthly limitation on standard support incidents. • From system go-live date and thereafter, up to 10 standard Tier 2 or Tier 3 support incidents (as defined above) per month are included as defined below:
o Hours associated with support requests that exceed the monthly allowance will be billed to the customer using standard billing rates of the Service Provider. • The following exclusions from the above limits apply:
o S1 and S2 level energyOrbit managed package defects are NOT subject to the above limits at any time.
• Service Provider shall provide monthly summary reports listing used support incidents for that given month
• Unused standard support incidents shall not be carried over between months (i.e. no “rollover” of unused standard support).
• When both standard and added support are available, the standard support shall be applied first, with added support hours going into effect only when standard monthly support has been exhausted. (The intent is to allow SVCE to preserve added support for when it is most needed.) • When both standard and added support are available, and standard support for the month has been exhausted, SVCE may elect to postpone handling of S3, S4, G, and T requests until the following month, rather than applying added support. (The intent is to allow SVCE maximum flexibility in applying added support.) In such cases:
• SVCE must notify Service Provider of the intent to postpone the resolution. • The response time frames specified above shall not apply until the first work day of the following month.

Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC
-24-
1/2023 Version
System Responsiveness
The system response time shall allow for efficient user interaction with the system. A set of desirable 'baseline' benchmarks MAY be established by SVCE over the period of 60 days following the initial release.

Such benchmarks shall be discussed in good faith and agreed-upon jointly by SVCE and the Service Provider and, once finalized, published as an addendum to this agreement. System features whose performance is later found by SVCE not in compliance with the published benchmarks shall be tracked as standard support incidents, with the appropriate severity and in accordance with agreed-upon incident response/resolution times. Some common examples are listed below:
• High Latency: This occurs when there is a delay between user actions and system responses, leading to slow system performance and decreased productivity. • Slow Page Load Times: This occurs when pages take a long time to load, causing delays for users and leading to frustration and decreased productivity.

Either SVCE or the Service Provider may request a subsequent review of the established benchmarks and such review shall be jointly conducted in good faith. Any changes resulting from such a review shall be formally captured and published as an addendum to this agreement and shall supersede any previously published benchmarks.

Both SVCE and the Service Provider acknowledge that not all aspects of system responsiveness will be under the direct control of the Service Provider. Some examples of this include (1) network latencies between SVCE's and the Force.com (Salesforce) networks; (2) underlying (Force.com) platform issues; or (3) custom code developed either by SVCE or SVCE's agents. In such instances, the Service Provider shall not be held responsible for resolution of any such issues.

Implementation of energyOrbit software upgrades
Service Provider will provide SVCE notice as far in advance as reasonably possible for planning and coordination efforts prior to availability of any Upgrades that impact the SVCE's energyOrbit platform. For all other energyOrbit upgrades, Service Provider will provide SVCE periodic updates on planned upgrades, with reasonable details (i.e. Release Notes), of changes being made to the energyOrbit application at least 2 weeks prior to the availability of the change. At no time shall Service Provider implement code into the SVCE's production environment without receiving SVCE’s prior approval and without allowing SVCE sufficient time to perform testing in the SVCE non-production environment. All releases and upgrades to the Salesforce Platform can be monitored in the SVCE environment Release Update page, available through Setup as described here
https://help.salesforce.com/s/articleView?id=sf.release_updates_manage.htm&type=5 Service Provider will provide SVCE notice as far in advance as reasonably possible for planning and coordination efforts prior to availability of any Upgrades that impact the integration between SVCE, Salesforce and energyOrbit platforms. For all other energyOrbit upgrades, Service Provider will provide SVCE periodic updates on planned upgrades, with reasonable details (i.e. Release Notes), of changes being made to the energyOrbit application at least 5 business days of availability of the change.

Platform Availability for energyOrbit
Platform availability for the Production Environment Service Level Agreement resides under the Master Service Agreement for Salesforce.com, Inc. (SFDC).

Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC
-25-
1/2023 Version

EXHIBIT B
SFDC Terms and Conditions
"AppExchange" means the online directory of on-demand applications that work with the Service, located at http://www.appexchange.com or at any successor websites. “Reseller” means crmOrbit, Inc.
“Reseller Application means energyOrbit
"Platform" means the online, Web-based platform service provided by SFDC to Reseller in connection with Reseller’s provision of the Reseller Application to You. “SFDC Service” means the online, Web-based application and platform service generally made available to the public via http://www.salesforce.com and/or other designated websites, including associated offline components but excluding AppExchange applications.
“SFDC” means salesforce.com.
"Users" means Your employees, representatives, consultants, contractors or agents who are authorized to use the Service subject to the terms of these SFDC Service Terms of Use as a result of a subscription to the Reseller Application having been purchased for such User, and have been supplied user identifications and passwords by You (or by Salesforce.com or Reseller at Your request).
“You” and “Your” means the customer entity which has contracted to purchase subscriptions to use the Reseller Application subject to the conditions of these SFDC Service Terms of Use, together with any other terms required by Reseller.
"Your Data" means all electronic data or information submitted by You as and to the extent it resides in the Service.

1. Use of Service.
(a) Each User subscription to the Reseller Application shall entitle one User to use the Service via the Reseller Application, subject to the terms of these SFDC Service Terms of Use, together with any other terms required by Reseller. User subscriptions cannot be shared or used by more than one User (but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment with You or otherwise changed job status or function and no longer require use of the Service). For clarity, Your subscription to use the Platform hereunder does not include a subscription to use the SFDC Service. If You wish to use the SFDC Service or any of its functionalities or services, or to create or use additional custom objects beyond those which appear in the Reseller Application in the form that it has been provided to You by Your Reseller, visit www.salesforce.com to contract directly with SFDC for such services. In the event Your access to the Reseller Application provides You with access to the SFDC Service generally or access to any SFDC Service functionality within it that is in excess to the functionality described in the Reseller Application’s user guide, and You have not separately subscribed under a written contract with SFDC for such access, then You agree to not access and use such functionality, and You agree that Your use of such functionality, or Your creation or use of additional custom objects in the Reseller Application beyond that which appears in the Reseller Application in the form that it has been provided to You by your Reseller, would be a material breach of this Agreement. (b) Notwithstanding any access You may have to the Platform or the SFDC Service via the Reseller Application, Reseller is the sole provider of the Reseller Application and You are entering into a contractual relationship solely with Reseller. In the event that Reseller ceases operations or otherwise ceases or fails to provide the Reseller Application, SFDC has no obligation to provide the Reseller Application or to refund You any fees paid by You to Reseller. (c) You (i) are responsible for all activities occurring under Your User accounts; (ii) are responsible for the content of all Your Data; (iii) shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Platform and the SFDC Service, and shall notify Reseller or Salesforce.com promptly of any such unauthorized use You become aware of; and (iv) shall comply with all Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC
-26-
1/2023 Version
applicable local, state, federal and foreign laws and regulations in using the Platform and the SFDC Service.
(d) You shall use the Platform and the SFDC Service solely for Your internal business purposes and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Platform or the SFDC Service available to any third party, other than to Users or as otherwise contemplated by these SFDC Service Terms of Use; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (iv) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Platform or the SFDC Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Platform or the SFDC Service or its related systems or networks.
(e) You shall not (i) modify, copy or create derivative works based on the Platform or the SFDC Service; (ii) frame or mirror any content forming part of the Platform or the SFDC Service, other than on Your own intranets or otherwise for Your own internal business purposes; (iii) reverse engineer the Platform or the SFDC Service; or (iv) access the Platform or the SFDC Service in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Platform or the SFDC Service.

2. Third-Party Providers. Reseller and other third-party providers, some of which may be listed on pages within SFDC’s website and including providers of AppExchange applications, offer products and services related to the Platform, the SFDC Service, and/or the Reseller Application, including implementation, customization and other consulting services related to customers’ use of the Platform and/or the SFDC Service, and applications (both offline and online) that interoperate with the Platform, SFDC Service, and/or the Reseller Application, such as by exchanging data with the Platform, the SFDC Service, and/or the Reseller Application, or by offering additional functionality within the user interface of the Platform, the SFDC Service, and/or the Reseller Application through use of the Platform and/or SFDC Service's application programming interface. SFDC does not warrant any such third-party providers or any of their products or services, including but not limited to the Reseller Application or any other product or service of Reseller, whether or not such products or services are designated by SFDC as "certified," "validated" or otherwise.

Any exchange of data or other interaction between You and a third-party provider, including but not limited to the Reseller Application, and any purchase by You of any product or service offered by such third-party provider, including but not limited to the Reseller Application, is solely between You and such third-party provider. In addition, from time to time, certain additional functionality (not defined as part of the Platform or SFDC Service) may be offered by SFDC or Reseller to You, for an additional fee, on a pass-through or OEM basis pursuant to terms specified by the licensor and agreed to by You in connection with a separate purchase by You of such additional functionality. Your use of any such additional functionality shall be governed by such terms, which shall prevail in the event of any inconsistency with the terms of these SFDC Service Terms of Use.

3. Proprietary Rights. Subject to the limited rights expressly granted hereunder, SFDC reserves all rights, title and interest in and to the Platform and the SFDC Service, including all related intellectual property rights.

No rights are granted to You hereunder other than as expressly set forth in these SFDC Service Terms of Use. The Platform and the SFDC Service is deemed SFDC confidential information, and You will not use it or disclose it to any third party except as permitted in these SFDC Service Terms of Use.

4. Compelled Disclosure. If either You or SFDC is compelled by law to disclose confidential information of the other party, it shall provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure.

5. Suggestions. You agree that SFDC shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into any SFDC products or services any suggestions, enhancement requests, recommendations or other feedback provided by You or Your Users relating to the operation of the Platform and/or the SFDC Service.

Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC
-27-
1/2023 Version

6. Termination. Your use of the Platform and the SFDC Service may be immediately terminated and/or suspended upon notice due to (a) a breach of the terms of these SFDC Service Terms of Use by You or any User, (b) the termination or expiration of Reseller’s agreement with SFDC pursuant to which Reseller is providing the Platform as part of the Reseller Application to You, and/or (c) a breach by Reseller of its obligations to SFDC with respect to the subscriptions it is providing to You in connection with these SFDC Service Terms of Use.

7. Subscriptions Non-Cancelable. Subscriptions for the Platform and the SFDC Service are non-cancelable during a subscription term, unless otherwise specified in Your agreement with Reseller.

8. Data Storage. The Platform and SFDC Service includes a certain cumulative amount of storage per User subscription for no additional charge. Contact Your Reseller for additional information. Additional storage may be available for purchase from the Reseller.

9. No Warranty. SALESFORCE.COM MAKES NO WARRANTIES OF ANY KIND, INCLUDING BUT

NOT LIMITED TO WITH RESPECT TO THE PLATFORM, THE SFDC SERVICE, AND/OR THE RESELLER APPLICATION, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.

SALESFORCE.COM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE

RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE RESELLER APPLICATION. SALESFORCE.COM DOES NOT

REPRESENT OR WARRANT THAT (A) THE RESELLER APPLICATION WILL BE AVAILABLE,

SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH THE SALESFORCE.COM SERVICE OR ANY OTHER APPLICATION, SOFTWARE, HARDWARE,

SYSTEM OR DATA, (B) THE RESELLER APPLICATION, THE PLATFORM OR THE SFDC SERVICE

WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY DATA STORED USING THE

RESELLER APPLICATION WILL BE ACCURATE, RELIABLE, OR SECURE, (D) ERRORS OR

DEFECTS IN THE RESELLER APPLICATION, THE PLATFORM, OR THE SFDC SERVICE WILL BE

CORRECTED, OR (E) THE RESELLER APPLICATION OR THE SYSTEMS USED BY RESELLER TO

MAKE RESELLER APPLICATION AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE PLATFORM AND THE SFDC SERVICE IS PROVIDED STRICTLY ON AN "AS IS" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SALESFORCE.COM DISCLAIMS

ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED,

STATUTORY OR OTHERWISE, WITH RESPECT TO RESELLER APPLICATION AND THE

SERVICE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

10. No Liability. IN NO EVENT SHALL SFDC HAVE ANY LIABILITY TO YOU OR ANY USER FOR

ANY DAMAGES WHATSOVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT,

SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON

LOST PROFITS, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY

OTHER THEORY OF LIABILITY, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Further Contact. SFDC may contact You regarding new SFDC service features and offerings.

12. Google Programs and Services. Platform or SFDC Service features that interoperate with Google programs and services depend on the continuing availability of applicable Google application programming interfaces (“APIs”) and programs for use with the Platform and the SFDC Service. If Google Inc. ceases to make such APIs and/or programs available on reasonable terms to SFDC, SFDC may cease providing such features without entitling You or Reseller to any refund, credit, or other compensation.

13. Third Party Beneficiary. SFDC shall be a third party beneficiary to the agreement between You and Reseller solely as it relates to these SFDC Service Terms of Use.

Item 1e
Attachment 1
Draft Agreement: Aiqueous LLC

Page 1 of 3 ends

Staff Report – Item 1f
Item 1f: Authorize the Chief Executive Officer to Execute Service Agreements with 1) Arup; 2) Evergreen Economics; and 3) Opinion Dynamics for Data Analytics Support Services
From: Girish Balachandran, CEO
Prepared by: Justin Zagunis, Director of Decarbonization Programs and Policy Rebecca Fang, Manager of Decarbonization Programs and Policy Date: 12/13/2023

RECOMMENDATION
Staff recommends the Board approve and authorize the CEO to execute service agreements, with non-substantive changes, with Arup, Evergreen Economics, and Opinion Dynamics, collectively referred to as (“Master Consultant Agreements”) for data analytics support services for a period of five years; and delegating authority to the CEO to spend in aggregate on these three agreements an amount not to exceed $2,000,000.

Subject to Board-appropriation of funds, projects may be assigned under the Master Consultant Agreements to one or more consultants on a task order basis. This is consistent with previous Master Consultant Agreements signed by SVCE and will allow staff to more easily perform data analytics tasks in support of various programs and organizational needs. All signed task orders will be added to a CEO report spreadsheet for reporting purposes.

BACKGROUND
Since 2018, SVCE’s decarbonization program offerings have been growing in number and expanding their reach. Over the last five years, the Board has allocated over $85 million to programs that provide community education, technical assistance, financial incentives, support for innovative technologies, and local policy development. We are currently running over 18 initiatives and customer-facing programs and have many more in the pipeline. As SVCE continues to mature and perform more complex, in-depth analysis of these efforts and answer key research questions about SVCE territory, staff needs more robust and responsive data analytical capabilities to maximize the impacts.

In the past, staff has issued solicitations for specific data-related analysis projects in support of programs, policy, and other cross-organization initiatives. Examples include solicitations for community energy resilience analysis, planning, and support (October 2020), innovative finance analysis (ongoing), and electrification solutions analysis (ongoing). Recognizing that each solicitation takes staff and Board time to review, approve, and execute contracts, staff has consolidated the previously distributed ad hoc efforts into a dedicated set of consulting resources selected via this single solicitation. Staff is seeking Board approval to execute the Master Consultant Agreements to support ongoing and future data analytics needs. With this additional resource, we hope to more efficiently and quickly gather and analyze data to inform program effectiveness, design, and future strategic direction.

Item 1f

AMENDED
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1f Agenda Date: 12/13/2023

Page 2 of 3 ends

ANALYSIS & DISCUSSION
SVCE staff solicited consultants for data analytics support through a competitive bid process, as shown below.

The RFP garnered a strong response, with twenty-five qualified proposals spanning either a subset or all of the Topic Areas and Tasks listed in the RFP. SVCE conducted interviews with nine finalist teams in October. The evaluation panel for the finalist interviews consisted of four SVCE staff. Proposals submitted by Arup, Evergreen Economics, and Opinion Dynamics were selected as the finalists.

Arup
Arup has a deep bench of digital and energy subject matter experts across data and geospatial analysis, software solutions, energy, decarbonization, policy, and social equity. Relevant examples of past projects include: utilization of the SolarResilient tool for Ava Community Energy (formerly East Bay Community Energy), development of an EV site suitability platform and the assessment of electrification/efficiency potential for building stock for National Grid, and development of Clean Power Alliance’s Local Programs for a Clean Energy Future Strategic Plan. Specific topics for which Arup may provide services under the proposed contract agreement include, but are not limited to, the following:
• Analyze distribution system or neighborhood capacity availability • Create first-pass “electrification plans” for buildings in SVCE territory • Panel capacity analysis based on consumption data and building characteristics • Modeling distributed energy resource (DER) adoption in SVCE territory based on trends and local efforts to be used for load and GHG forecasting.
• Creation of maps, dashboards, and reports to synthesize and disseminate analysis learnings Evergreen Economics
Evergreen Economics has experience conducting California-specific research for the IOUs, Community Choice Aggregators (CCAs), the CPUC, SMUD, and the CEC. Evergreen Economics conducts forward looking and retrospective research: program EM&V, market studies, needs assessments, baseline studies, codes and standards research, regulatory support, and program process and impact evaluations. Relevant examples of past projects include: completion of three Low Income Needs Assessments for the California IOUs and the CPUC, evaluation of the DAC-GT and CSGT programs for the CPUC Energy Division, and market characterization of commercial sector building decarbonization for Southern California Edison. Specific topics for which Evergreen Economics may provide services under the proposed contract agreement include, but are not limited to, the following:
• Evaluation of SVCE program impacts during/after programs; evaluation, measurement and verification (EM&V) and synthesis into learnings to help SVCE answer key research questions • Analysis of demographic and other data to inform and evaluate equity in SVCE territory, programs, and policy
• Customer segmentation for program marketing and adoption potential analysis • Creation of maps, dashboards, and reports to synthesize and disseminate analysis learnings Item 1f

AMENDED
Jul-Nov 2023 Dec 2023 Jan 2023
RFP released BOD approval of
contract
Consultant selection
Contracts executed
Contract negotiations
Kickoff; new task orders
issued
We are here
Agenda Item: 1f Agenda Date: 12/13/2023

Page 3 of 3 ends

Opinion Dynamics
Opinion Dynamics has experience conducting strategic analyses and program evaluation across the state of California. Relevant examples of past projects include: load and equity analysis and mapping for Southern California Edison, evaluation of PG&E’s EV Charging Management Pilots, development of Marin Clean Energy’s first program impact evaluation, and evaluation of the Building Initiative for Low-Emissions Development (BUILD) and Technology and Equipment for Clean Heating (TECH) Initiatives. Specific topics for which Opinion Dynamics may provide services under the proposed contract agreement include, but are not limited to, the following:
• Evaluation of SVCE program impacts during/after programs; EM&V and synthesis into learnings to help SVCE answer key research questions
• Analysis of demographic and other data to inform and evaluate equity in SVCE territory, programs, and policy
• Analysis of load data and creation of models and algorithms to better disaggregate the data into end uses (equipment) in the home for use in understanding the existing building stock and targeted marketing.
• Analysis of load data to detect the presence of EV charging to supplement SVCE’s existing vehicle data for use in understanding EV adoption in SVCE territory and targeted marketing. • Creation of maps, dashboards, and reports to synthesize and disseminate analysis learnings

STRATEGIC PLAN
As referenced in SVCE’s Strategic Plan Goal 15, Measures 4 and 5, the Master Consultant Agreements will enable the integration of additional data sources and provide data analytics support to SVCE to enable data-driven decision-making across the organization.

ALTERNATIVE
Do not authorize the CEO to execute the agreement with any of the three selected consultants. Staff would continue to issue individual solicitations for data analytics support on an as-needed basis, which would slow down the speed at which SVCE could react to opportunities and needs.

FISCAL IMPACT
Approval of these 5-year contracts with Arup, Evergreen Economics, and Opinion Dynamics for $2,000,000 will have no incremental fiscal impact at this time. Funding for work performed in task orders under these contracts will come out of budgets allocated by the Board to specific programs or initiatives, or will be included in department-level operating expenses. Therefore, the budget for these contracts is already reflected in the total programs allocation of $85 million (or will be allocated in a future Board appropriation), was included in the FY24 budget request approved by the Board, or will be requested in upcoming fiscal year budgets.

ATTACHMENTS

1. Draft agreement between SVCE and Arup for data analytics support services

2. Draft agreement between SVCE and Evergreen Economics for data analytics support services

3. Draft agreement between SVCE and Opinion Dynamics for data analytics support services Item 1f

AMENDED
1/2023 Version

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND
Arup US, Inc.

FOR
Data Analytics Support
THIS AGREEMENT (“Agreement”), is entered into this 14th day of December, 2023, by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority"), and Arup US, Inc., a New York Corporation authorized to do business in California whose address is 560 Mission Street, Suite 700, San Franciso, CA 94105 (hereinafter referred to as "Consultant") (collectively referred to as the “Parties” and individually as a “Party”).

RECITALS:

C. Authority and Consultant desire to enter into an agreement for data analytics support upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on December 14, 2023, and shall terminate on December 13, 2028, unless terminated earlier as set forth herein.

3. COMPENSATION TO CONSULTANT
Consultant shall be compensated for services performed pursuant to this Agreement on a task order basis as directed by the Authority and based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

4. TIME
Consultant and Authority agree that time is of critical importance regarding the performance of this Agreement and Consultant shall perform services as expeditiously as is required by the Standard of Care and in accordance with the agreed schedule.

DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version

5. STANDARD OF CARE
Consultant agrees to perform all services required by this Agreement in a manner commensurate with the prevailing standards of specially trained professionals in the San Francisco Bay Area under similar circumstances (the “Standard of Care”) and in a manner reasonably satisfactory to Authority and agrees that all services shall be performed by qualified and experienced personnel. Consultant shall be responsible to Authority for any errors or omissions that cause the services to fall below the Standard of Care in the performance of work pursuant to this Agreement. Should any errors caused by Consultant be found in such services or work product, Consultant shall correct the errors at no additional charge to Authority by redoing the professional work and/or revising the work product(s) called for in the Scope of Services to eliminate the errors. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by Authority, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, Authority may deduct the cost of such correction from any retention amount held by Authority or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction.

DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version

8. NON-DISCRIMINATION
In the performance of this Agreement, Consultant, and any subconsultant under the Consultant, shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation, military or veteran status, or other basis prohibited by law, except as provided in Government Code section 12940. Consultant shall have responsibility for compliance with this Section.

9. HOLD HARMLESS AND INDEMNIFICATION
A. General Indemnification. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify Authority and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those Authority agents serving as independent contractors in the role of Authority officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith and the payment of all consequential damages (collectively “Liabilities”), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith.

B. Intellectual Property Indemnification. Consultant hereby certifies that it owns, controls, or licenses and retains all right, title, and interest in and to any intellectual property it creates in relation to this Agreement, including all related patents, inventions, trademarks, and copyrights, all applications therefor, and all trade names, service marks, know how, and trade secrets (collectively referred to as “IP Rights”), except as otherwise expressly provided by this Agreement. Consultant warrants that the services to be provided pursuant to this Agreement do not infringe, violate, trespass, or constitute the unauthorized use or misappropriation of any IP Rights of any third party. Consultant shall indemnify, defend, and hold Indemnitees, harmless from and against any Liabilities by a third party that the services to be provided pursuant to this Agreement infringe or violate any third-party’s IP Rights, provided any such right is enforceable in the United States. Such costs and expenses shall include reasonable attorneys’ fees of counsel of Authority’s choice, expert fees and all other costs and fees of litigation.

D. Consultant’s indemnifications and obligations under this section shall survive the DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version
expiration or termination of this Agreement.

10. INSURANCE
A. General Requirements. On or before the commencement of the term of this Agreement, Consultant shall furnish Authority with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit "D," which is attached hereto and incorporated herein by this reference. Such insurance and certificates, which do not limit Consultant’s indemnification obligations under this Agreement, shall also contain substantially the following statement:
"Should any of the above insurance covered by this certificate be canceled or coverage reduced to the extent that it would affect this Agreement before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the Authority by certified mail, Attention: Chief Executive Officer." Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to Authority and licensed to do insurance business in the State of California. Endorsements naming the Authority as additional insured shall be submitted with the insurance certificates.

B. Subrogation Waiver. Consultant hereby grants to Authority, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or Authority with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of Consultant may acquire against Authority by virtue of the payment of any loss under such insurance.

F. Maximum Coverage and Limits. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the additional insureds. Furthermore, the requirements for coverage and limits shall be the minimum coverage and limits specified in this Agreement, or the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater.

DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version

13. SUBCONTRACTOR APPROVAL
Unless prior written consent from Authority is obtained through task order process, only those persons and subcontractors whose names are attached to this Agreement shall be used in the performance of this Agreement.

In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance in substantial conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement.

Consultant agrees to include within their subcontract(s) with any and all subcontractors the same requirements and provisions of this Agreement, including the indemnity and insurance DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version
requirements, to the extent they apply to the scope of the subcontractor’s work. Subcontractors hired by Consultant shall agree to be bound to Consultant and Authority in the same manner and to the same extent as Consultant is bound to Authority under this Agreement. Subcontractors shall agree to include these same provisions within any sub-subcontract. Consultant shall provide a copy of the Indemnity and Insurance provisions of this Agreement to any subcontractor. Consultant shall require all subcontractors to provide valid certificates of insurance and the required endorsements prior to commencement of any work and will provide proof of compliance to Authority.

14. REPORTS
A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of Authority upon distribution to Authority. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to Authority the copyright to Reports created pursuant to this Agreement. Any Report, information and data prepared through this Agreement shall become the property of Authority, and all publication rights are reserved to Authority. Consultant may retain a copy of any Report furnished to the Authority pursuant to this Agreement. Notwithstanding, this Agreement does not restrict or deprive the Consultant of any of its rights or proprietary interests in any materials that existed prior to or are developed independently of the performance of Consultant's services pursuant to this Agreement (the "Pre-Existing Materials"). If any Pre-Existing Materials are delivered in connection with or as part of the performance of Consultant's services, the Consultant hereby grants the Authority a non-exclusive, world-wide, royalty-free, irrevocable license to use such Pre-Existing Materials to enable the full use and benefit of the Report(s).

C. Consultant shall, at such time and in such form as Authority may require, furnish reports concerning the status of services required under this Agreement.

D. All Reports shall also be provided in electronic format, both in the original file format (e.g., Microsoft Word) and in PDF format.

F. Authority shall be the owner of and shall be entitled upon request to immediate possession of accurate reproducible copies of Reports or other pertinent data and information delivered by Consultant prior to termination of this Agreement or upon completion of the work pursuant to this Agreement.

15. RECORDS
Consultant shall maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by Authority that relate to the performance of services under this Agreement, in sufficient detail to permit an evaluation of the services and costs. All DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version
such records shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of Authority or its designees at all proper times, and gives Authority the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a minimum period of five (5) years after Consultant receives final payment from Authority for all services required under this agreement

16. PARTY REPRESENTATIVES
The Chief Executive Officer (“Authority Representative”) shall represent the Authority in all matters pertaining to the services to be performed under this Agreement. Joerg Tonndorf (Consultant Representative”) shall represent Consultant in all matters pertaining to the services to be performed under this Agreement.

17. CONFIDENTIAL INFORMATION AND DOCUMENTS
A. Consultant covenants that all data, reports, documents, discussion, or other information (collectively “Data”) developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed or released by Consultant without prior written authorization by Authority. Authority shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the Authority Representative or unless requested in writing by the Authority’s General Counsel, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the Authority. Response to a subpoena or court order shall not be considered “voluntary,” provided Consultant gives Authority notice of such court order or subpoena.

B. Consultant shall promptly notify Authority should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the Authority. Authority may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with Authority and to provide Authority with the opportunity to review any response to discovery requests provided by Consultant. However, Authority’s right to review any such response does not imply or mean the right by Authority to control, direct or rewrite the response.

C. It is understood that Authority is subject to the California Public Records Act (Gov.

Code § 7920.000 et seq.). If a request under the California Public Records Act is made to view any documents Consultant provided to Authority, Authority shall notify Consultant of the request and the date that such records will be released to the requester unless Consultant obtains a court order enjoining that disclosure. If Consultant fails to obtain a court order enjoining that disclosure, Authority will release the requested information on the date specified.

D. In the event Authority gives Consultant written notice of a “litigation hold” or request under the Public Records Act, then as to all data identified in such notice or request, Consultant shall, at no additional cost to Authority, isolate and preserve all such data pending receipt of further direction from the Authority.

DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version
E. Consultant agrees to comply with the confidentiality and data protection provisions set forth in Exhibit “E,” attached hereto and incorporated herein by this reference.

F. Consultant’s covenants under this section shall survive the expiration or termination of this Agreement.

TO AUTHORITY:
333 W. El Camino Real
Suite 330
Sunnyvale CA 94087
Attention: Chief Executive Officer
TO CONSULTANT:

Joerg Tonndorf
Arup
1330 Broadway, 13th floor
Oakland, CA 94612

In the event of Authority’s termination of this Agreement due to no fault or failure of performance by Consultant, Authority shall pay Consultant for services performed up to the effective date of termination. Upon termination, Consultant shall immediately deliver to the Authority any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by Consultant or given to Consultant, in connection with this Agreement. Such materials shall become the property of Authority. Consultant shall have no other claim against Authority by reason of such termination, including any claim for compensation.

20. COMPLIANCE WITH LAWS
DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version
Consultant shall keep itself informed of all applicable federal, state and local laws, ordinances, codes, regulations and requirements which may, in any manner, affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Consultant shall, at all times, observe and comply with all such laws and regulations, including, but not limited to the Americans with Disabilities Act, the Stored Communications Act, 18 U.S.C. Section 2701, et seq., California Civil Code Sections 1798.80 through 1798.84, and the California Consumer Privacy Act, Civil Code Section 1798.100 et seq. Authority, and its officers and employees, shall not be liable at law or in equity by reason of the failure of the Consultant to comply with this paragraph.

25. AUTHORITY
The individual(s) executing this Agreement represent and warrant that they have the legal Authority and authority to do so on behalf of their respective legal entities.

DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version

27. CAPTIONS AND TERMS
The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.

28. AUTHORITY’S RIGHTS TO EMPLOY OTHER CONSULTANTS
Authority reserves the right to employ other consultants in connection with the subject matter of the Scope of Services.

31. FINAL PAYMENT ACCEPTANCE CONSTITUTES RELEASE
The acceptance by Consultant of the full and final payment with respect to each Task Order made under this Agreement shall operate as and be a release of Authority from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant’s work or services. Acceptance of payment shall be any negotiation of Authority’s check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by Authority shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by Authority for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.

32. ATTORNEY FEES
In any litigation or other proceeding by which a Party seeks to enforce its rights under this DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version
Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party shall be entitled to recover all attorneys’ fees, experts’ fees, and other costs actually incurred in connection with such litigation or other proceeding, in addition to all other relief to which that Party may be entitled.

34. SUCCESSORS AND ASSIGNS
The terms and conditions of this Agreement shall be binding on the successors and assigns of the Parties to this Agreement.

IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed as of the date set forth above.

RECOMMENDED FOR APPROVAL
_______________________________
Joerg Tonndorf, Associate Principal

RECOMMENDED FOR APPROVAL
DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version
__________________________________________________________ Amrit Singh, Chief Financial Officer/Director of Administrative Services

CONSULTANT NAME
Arup
By: ________________________
Name: Joerg Tonndorf
Title: Associate Principal
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Girish Balachandran
Title: Chief Executive Officer
Date: __________________________
APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk
DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version
Exhibit A
Scope of Services
The services to be provided by Consultant to Authority under this Scope of Services may be varied and flexible based on Authority’s specific requirements as they evolve over time. Areas in which Consultant may provide services to Authority are expected to include, but are not limited to, the below Topic Areas and Tasks. Specific tasks to be completed shall be effectuated by task order(s) agreed to by the Parties.

This Agreement does not guarantee a statement of work and Authority may employ multiple consultants to perform the services outlined in this Exhibit.

Topic Areas

1. Rate design

2. Load disaggregation to identify and understand types, age and efficiency of electric and gas appliances

3. EV detection from consumption data

4. Evaluation of program impacts during/after programs; evaluation, measurement and verification (EM&V) and synthesis into learnings to help Authority answer key research questions

5. Weather normalization of consumption data

6. Create first-pass “electrification plans” for buildings in service territory

7. Greenhouse gas emissions analyses (e.g., historical inventories, future scenario forecasts)

8. Customer segmentation for program marketing and adoption potential analysis

9. Distribution system or neighborhood capacity availability

10. Equity analysis and mapping

11. Panel capacity based on consumption data and building characteristics

12. Load forecasting

13. Rate optimization tool

14. Complex data analysis on large, disparate datasets using various tools (Google Cloud Platform, Excel, R, Python, etc.). Example datasets include:
a. Interval electricity data
b. Gas consumption data
c. Customer attribute data
d. Building characteristics data
e. Distributed energy resource (DER) adoption data
f. Marketing data
g. Program participation data
h. Census and equity data
i. Rates and billing data

15. Perform spatial analysis and create interactive maps

16. Create dashboards and reports to track KPIs
Additional Topic Areas may be assigned, following the set of Tasks laid out below, where Consultant has clear relevant expertise.

DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version
Tasks

1. Strategic Analysis Scoping: general support for Authority in identifying areas of opportunity for strategic analysis. Sample subtasks:
 Provide expertise and exploratory analysis on existing datasets or third-party datasets
 Synthesize/summarize other analyses performed for Authority or other entities  Engage with stakeholders to identify and prioritize key questions

2. Strategic Analysis Design and Execution: comprehensive support for designing and executing strategic analyses to answer key questions identified by Authority. Sample subtasks:
 Based on described need and interest of Authority staff (e.g., research objectives), establish a plan to analyze available or new data
 Create an Excel tool to be used by Authority staff (e.g., greenhouse gas emissions inventory and forecast tool)
 Conduct analysis of large, disparate datasets using statistics, machine learning, and optimization algorithms
 Create an interactive map to be published on Authority’s website  Leverage a third-party tool to carry out analyses and train staff to become power users of the tool
 Export and structure relevant data from a customer relationship management (CRM) system and database
 Leverage Authority’s data warehouse to conduct analysis, export data, and import data

3. Strategic Analysis Reporting: report on the results and learnings of strategic analyses.

Sample subtasks:
 Create a slide deck of results and learnings
 Create a written report of results and learnings to be distributed internally or published
 Hold presentation(s) to discuss results and learnings  Create a dashboard containing key metrics, maps, and visualizations

4. Miscellaneous Other Support: assist Authority in its overarching decarbonization mission by providing expertise and assistance on other topics and in other relevant fields. Sample subtasks:
 On a time and materials basis, Authority may require additional work outside the rest of the scope. Future analyses will be unique and may require additional support.

Analytics-adjacent activities (e.g. data cleaning, acquiring third-party datasets) may also require support from Consultant.

DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version
Cooperation With Other Consultants
In the event Authority shall employ other consultants for services performed pursuant to this Agreement or otherwise, Consultant shall cooperate, coordinate with, and assist such consultants in a manner that will best further serve and protect the Authority’s interests. Consultant shall not commit or permit any act which will interfere with the performance of work by any other consultant employed by Authority.

DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version
Consultant Approach
Strategic analysis scoping
Consultant will work with the Authority to develop the right scope. The approach begins with a process of discovery, working alongside Authority staff to define specific needs and objectives of the task order and to complete a process of unpacking the available information, data cleaning and processing requirements, technical analysis workflows, and the ultimate use cases and endpoints for analysis, visualization, and program implementation. Through this discovery phase, Consultant will tailor the approach to the requirements of the task order as well as identify available processes, methods, and tools which can either be adopted directly or can be modified with limited effort.

Strategic analysis design & execution
Consultant may deliver across all of the topic areas as requested by Authority and deliver combined energy and data analysis projects that address many of the same fields and objectives of identifying energy efficiency and renewable opportunities, evaluating energy use and emissions, and informing energy and decarbonization strategy. Subtasks that might be needed to deliver a typical request under each topic area are illustrated in the table below and indicate what actions and relative effort could be required.

The following sections, highlight some of the unique challenges and opportunities expected to be addressed in approaching each of the Topic Areas, grouped by similarities.

DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version
Table 1:Anticipated Level of effort (LOE)
Level of effort
Low or none
Medium
High
Topic areas Rate design Load disaggregation EV detections from consumption data Evaluation of SVCE program Weather normalization GHG emissions analysis Customer segmentation Distribution system Complex data analysis: Interval electricity data Complex data analysis: Marketing data Complex data analysis: Census and equity data Spatial analysis Create dashboards & reports to track KPIs Approach elements
Develop program
Risk assessment
Method brainstorm
Benchmarking
Consultation / workshops
UX approach
Research / exploratory analysis
Data collection
Data processing & cleaning
Simple data analysis
Advanced data analysis (ML / AI)
Develop algorithms
Tool development (desktop)
Tool development (web based)
Leverage 3rd party tool / software
GIS mapping
Static dashboards
Interactive dashboards
Develop guidance material
Summary reports / take aways
DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version
Load data & analytics
The scope can include ingesting, cleaning, managing, storing, and analyzing load data considering data security requirements with managing sensitive data where privacy is governed by CPUC rules Consultant will use automated cleaning techniques that focus on outlier identification and elimination, comparing expected mean values, time series averages, and extreme deviations, removal or reclassification of outlier profiles, and smoothing of points which indicate faulty periods of data.

To perform analysis on data for topics including load disaggregation, weather normalization, EV detection, customer segmentation, panel capacity studies, load forecasting, or complex data analysis, Consultant will first identify the basis for parsing the data to meet the need. This can include combining AMI data with some or all of the following:
 Tax assessor data to identify customer categories
 Weather data
 Vintage of buildings and use types
 Known energy efficiency standards and impacts
 Use signatures for appliances correlated to weather, time of day, and use  Known use signatures on a sub-hourly basis that correlate to common appliances  Approved strategic plans, code requirements, and
 targets for efficiency
 EV charging levels based on typical homeowner adoption and Level 1 and Level 2 charging signatures by power draw and duration
The data analysis will be based on a combination of automated data analysis including machine learning techniques and expert insight. Through the combination of data sources, Consultant can correlate customers and identify outliers that may represent either misclassification or opportunity for efficiency. For load disaggregation and similar analysis, Consultant would use a combination of peer reviewed published studies documenting load signatures to train an ML model to search for particular appliance action and characterize the existing stock. Based on degree day correlation with building age and weather patterns, efficiency and fuel type across the buildings can be derived to identify opportunities for programs to improve efficiency and reduce carbon through replacement and fuel switching. Furthermore, with weather normalized data and land use projections, it is possible to inform how different policies, natural stock turnover, and service territory growth will impact the overall load.

Program analytics & rate impacts
The foundation of analyzing programs and rates is understanding customer use. Building on load data and possibly segmentation analytics or appliance characterization, Consultant can evaluate opportunities for program improvements, building electrification, and rate impacts on customer bills, including combinations of rate impacts and behind- the-meter technologies such DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version
as solar and storage.

The work flow will start with an understanding of the key data that informs the studies anchored in existing customer use and classification. For electrification planning and program evaluation, Consultant will look at the opportunities to improve efficiency and switch fuels within different customer types. From the anticipated energy use of specific appliances or systems, Consultant can estimate a reduction (for efficiency) or increase (for fuel switching) expected. This can be informed by information of equipment working conditions, performance curves related to outdoor air temperature and load, and practical experience with real world conditions of operating equipment. These expected savings, backed by a whole building energy model if beneficial, would then be used to identify opportunities for electrification plans, or compared to post-program implementation performance in an EM&V setting.

Testing rate designs for numerous customers or to create a web-based rate optimization tool for customer use would include similar starting points, followed by a custom analytics toolbox to match up existing electricity and gas data with the new rate structures and determine the impact to a single or subset of customers. Total cost impact, average ratepayer impact, and other key metrics can be evaluated to present the impact of the proposed structure. Additionally, combining building analytics with rate design can lead to “what-if” scenarios where efficiency or behind-the-meter generation and storage are combined with rate changes to create value for the customer and drive toward energy reduction and carbon-free electricity growth.

Electric vehicles
The transportation sector is undergoing a paradigm shift as more consumers and manufacturers turn to ZEV. Consultant can develop data-driven solutions to support load serving entities and fleet operators in successfully transitioning to ZEVs and can support SVCE in EV detection from consumption data and forecasting EV demand.

The analysis can include the modeling of user behavior to generate actionable data that can be used in the design and optimization of electrified transit systems. Consultant can analyze user driving patterns – over time and geography – to derive charging patterns and convert them to likely load profiles and analyze the impact that these charging behaviors will have on energy costs or electrical infrastructure and can develop tailored solutions to minimize cost, increase resilience, and/or enhance sustainability. Power systems modelling, transport modelling, and GIS can be adopted to provide granular detail on EV location effectiveness. Temporal and spatial modelling of EV charging demand and supply provides clients with insight into the ideal locations and specifications for charging infrastructure. Furthermore, the granular insights on EV consumption and knowledge of charging levels, profiles, and vehicle data can demonstrate how these charging signatures might appear in customer data, enabling identification and characterization of EV charging.

Geospatial data evaluation
The Consultant will work with existing mapping data including PG&E’s capacity maps. and publicly available ICA Map to understand initial feasibility of renewable and load potential on the grid. In addition, load forecast and distribution capacity data can be ingested and combined in a geospatial format with customer and load data, including available strategic growth maps and DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version
published plans from Authority’s service territory to help identify where opportunity for growth and renewable penetration is available. This can help Authority target customer programs most effectively, down to the distribution line and address.

Mapping customer characteristics in a geospatial environment alongside CalEnviroScreen and census factors is core to understanding equity of programs and rates. Analysis of aging infrastructure, power outages, indoor and outdoor air pollution, and the impacts of climate change can be carried out to evaluate households and communities affected.

Greenhouse gas emissions
Greenhouse gas emissions can be evaluated on an annual and hourly basis, leveraging data from CAISO, WattTime, and other sources to include hourly emissions accounted against energy models results and operational data. This drives recommendations of efficiency and generation to clients at a building and portfolio scale in service of our mission toward decarbonization.

To consider that emissions will change over time with policy impacts and climate change Consultant’s WeatherShift tool can be applied to enable designers and policymakers to understand more effectively how climate change will drive changes in building energy consumption and greenhouse gas emissions production. Combined with policy impacts and renewable development forecasts impacting hourly emissions, which can be drawn from commercial sources a range of projections for greenhouse gas emissions under various policy, technology, and climate scenarios can be developed.

Reporting & visualization
Consultant will leverage their approach to user experience (UX/UI) design to identify the specific needs of the Authority application with the aim to empower users and stakeholders with the ability to efficiently carry out tasks and make informed decisions quickly.

Consultant will begin assessing the requirements and proposed technology solution with Authority and consider other relevant stakeholders and end-users to understand the specific needs required to be incorporated into the SVCE application. This holistic and workshop-driven approach identifies the needs across a range of stakeholders and end-users.

Through the definition of user personas to reflect specific workflows and visual illustration of the functionality including, for example site selection, the selection or filtering of specific data sets, comparing land use and infrastructure scenarios as well as documentation and output options, Consultant will demonstrate the envisaged Authority application capabilities prior to implementation and to seek detailed feedback about the expected tool’s functionality.

Consultant will capture findings in design documentation that is regularly shared and discussed with project stakeholders, who drive the solution that responds to their needs.

Stakeholder engagement
Engagement will primarily be with stakeholders within the Authority. The purpose of the engagement will be to seek input from staff and decisionmakers across the organization to inform decisions on program implementation, decarbonization, and other strategic aims. Therefore, DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version
particularly for more complex analyses, Consultant would seek to engage with the data, program, and strategic stakeholders withing the Authority during the discover and definition phases of the work, and again at the end to check that the approach and results meet Authority needs appropriately. This could include:
• Charettes to define user experience and requirements for dashboards and viewing platforms for analysis outputs
• Workshops to define the needed endpoints and uses of the data and requested analysis to ensure that the final outputs align with metrics utilized by SVCE to deploy a program • Feedback sessions where we present the results of our analysis to ensure that the results are robust and meet the strategic needs of the organization Additional considerations
Consultant is technology and data agnostic and—will work with the Authority to create the best solution for the problem at hand, regardless of platform, technology, or required data.

Consultant can work in a variety of coding and analysis languages and data environments.

Consultant’s data processing, analysis, and reporting process, however, will be tailored to the unique needs of the topic area. Including Google Cloud Storage, Google BigQuery, Google Looker Studio, SQL, GitHub, Python, R, and ArcGIS—as well as other industry standard software for energy analysis and visualization solutions including PowerBI, Tableau, and custom web interfaces.

Data security plan
Data types, structure, and taxonomy will be documented and any personally identifiable information (PII) such as parcel ownership information will be excluded from Consultant’s outputs. Hosting, operations and maintenance, support, and other tasks associated with cybersecurity relating to the final tool development and strategic analyses will be coordinated with the Authority during the development of each task order and documented in an information security plan to ensure all team members follow best practice. Consultant will give specific attention to data transmission and processing via external software and databases.

All work is guided by ISO 27001 providing a framework for establishing, implementing, maintaining, and continually improving an Information Security Management System (ISMS).

Consultant will establish appropriate accountability and responsibility for cyber security and risk within the firm. At the heart of governance are policies and standards definition, implementation and enforcement related to cyber security, data privacy, threat and risk assessments, due diligence, etc.

DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version
Exhibit B
Schedule of Performance
Work will be assigned by the Authority on a task order basis. Each task order shall assign work consistent with the Scope of Services, a not to exceed budget, and a schedule for performance of each such task, and shall be signed by both Parties and attached to this Agreement.

Exhibit C
Compensation
Authority shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below.

Compensation shall be calculated based on the hourly rates set forth below up to the not to exceed budget amount set forth in each task order.

The compensation to be paid to Consultant under this Agreement for all services described in Exhibit “A” and reimbursable expenses shall be determined on a task order basis, which shall specify a labor estimate and a not to exceed amount. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to Authority unless previously approved in writing by Authority.

Rates
Personnel Title Hourly*
Cole Roberts Principal $420
Joerg Tonndorf, Heather
Rosenburg, Zak Kostura
Associate Principal $315
Rob Best, Karuna Philips,
Terence Caulkins, Jeff Berg
Associate $270
Samantha Lustado Senior Engineer / Consultant II $260
TBD Senior Engineer Consultant I $195
Kaiya Levine Engineer / Consultant II $185
Eric Ota Engineer / Consultant I $160
TBD Graduate Consultant $125
TBD Administrative Support $125

*Hourly rates are subject to an annual increase of 4% every April 1st starting April 2025. Hourly rates are linked to titles (positions) listed in second column. Team members are allocated based on their current title (position) at Arup. These positions are also subject to change.

DRAFT
—
—
—
—
—
—
—
— —
— — —
— — —
— — —
— — —
— — —
— — —
Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version
Invoices
Monthly Invoicing: In order to request payment, Consultant shall submit monthly invoices to the Authority describing the services performed and the applicable charges (including a summary of the work performed during that period, personnel who performed the services, hours worked, task(s) for which work was performed). Authority shall pay all undisputed invoice amounts within thirty (30) calendar days after receipt up to the maximum compensation set forth herein. Authority does not pay interest on past due amounts.

License Fees
If a task order requires the use of third-party software for which Authority does not currently have a license or for which computational tasks requiring the dedication of cloud resources at cost would be required, we will include an expense allowance with the appropriate fees in our task order scope.

Additional Services
Consultant shall provide additional services outside of the services identified in Exhibit A only by advance written authorization from Authority Representative prior to commencement of any additional services. Consultant shall submit, at the Authority Representative’s request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed maximum compensation. Any changes mutually agreed upon by the Parties, and any increase or decrease in compensation, shall be incorporated by written amendments to this Agreement.

DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version
Exhibit D
Insurance Requirements and Proof of Insurance
Consultant shall maintain the following minimum insurance coverage:

A. COVERAGE:
(1) Workers' Compensation:

Statutory coverage as required by the State of California. (2) Liability:

Commercial general liability coverage with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury and property damage.

ISO occurrence Form CG 0001 or equivalent is required.

(3) Automotive:

Comprehensive automotive liability coverage with minimum limits of $1,000,000 per accident for bodily injury and property damage. ISO Form CA 0001 or equivalent is required.
(4) Professional Liability
Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000 per claim. (5) Cybersecurity Liability
Cybersecurity liability (including costs arising from data destruction, hacking or intentional breaches, crisis management activity related to data breaches, and legal claims for security breach, privacy violations, and notification costs of $3,000,000 US per occurrence.

DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version
Exhibit E
Confidentiality and Data Security Requirements
Subject to the terms and conditions of the Agreement, current proprietary and confidential information of Authority regarding customers of Authority (“Authority Customers”) and/or other confidential information (collectively “Confidential Information”) may be disclosed to Consultant from time to time in connection herewith solely for the purposes set forth in the Agreement. Such disclosure is subject to the following legal continuing representations and warranties by Consultant:

4. Consultant shall, at all times until completion of performance under the terms of the contract or as required by law, whichever period is longer, keep the Confidential Information in the strictest confidence and shall take all reasonable measures to prevent unauthorized or improper disclosure or use of Confidential Information. Consultant shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information, to protect the personal information from unauthorized access, destruction, use, modification, or disclosure and prohibits the use of the data for purposes not set forth in the Agreement. Specifically, Consultant shall restrict access to Confidential Information, and to materials prepared in connection therewith, to those employees or DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version
representatives of Consultant who have a “need to know” such Confidential Information in the course of their duties with respect to the Consultant program and who agree to be bound by the nondisclosure and confidentiality obligations of this Agreement. Prior to disclosing any Confidential Information to its employees or representatives, Consultant shall require such employees or representatives to whom Confidential Information is to be disclosed to review this Agreement and to agree to be bound by the terms of this Agreement. Consultant shall not disclose Confidential Information or otherwise make it available, in any form or manner, to any other person or entity that is not Consultant’s employee or representative (a “Third Party”), except where that Third Party has separately entered into a nondisclosure agreement with Authority. Without limiting Consultant’s obligation of confidentiality as further described herein, specific to each Task Order Consultant shall discuss with Authority the need and format for establishing, maintaining, and providing a written description to Authority of, a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that comply with or are substantial similar to the security controls identified in the current version of NIST SP800-53, and that is designed to: (a) ensure the security and confidentiality of the Authority’s Data; (b) protect against any anticipated threats or hazards to the security or integrity of the Data; (c) protect against unauthorized disclosure, access to, or use of the Data; (d) ensure the proper disposal of Data; and, (e) ensure that all employees, agents, and subcontractors of Consultant, if any, comply with all of the foregoing. In no case shall the safeguards of Consultant’s data privacy and information security program used to protect Data be less stringent than the safeguards used by Consultant for its own data. If the services include handling credit card information for payments, then the Consultant shall comply at all times with all applicable Payment Card Industry Data Security Standards (PCI-DSS). Consultant agrees and warrants that it is responsible for the security of “cardholder data” that Consultant possesses, stores, processes or transmits on behalf of the Authority, and for any impact on the security of Authority’s cardholder data environment adversely affected by any failure of Company to maintain compliance with provisions of the PCI-DSS applicable to the services. No less than annually, Consultant shall conduct a comprehensive independent third-party audit of its data privacy and information security program and provide such audit findings to Authority. The required audit shall be a SAS-70 (or successor standard) compliant audit, and Consultant shall provide the audit findings in the form of an SAS-70 Type II report.

5. Notwithstanding the above, Consultant may disclose Confidential Information to the extent required by an order, subpoena, or lawful process requiring the disclosure of such Confidential Information issued by a court or other governmental authority of competent jurisdiction, provided that Consultant notifies Authority immediately upon receipt thereof to allow Authority to seek protective treatment for such Confidential Information.

6. In the event of any act, error or omission, negligence, misconduct, or breach that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of the Authority’s Data or the physical, technical, administrative, or organizational safeguards put in place by Consultant that relate to the protection of the security, confidentiality, or integrity of the Data, Consultant shall, as applicable: (a) notify Authority as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with Authority in DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version
investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by Authority; (c) in the case of Confidential Information, at Authority’s sole election, (i) notify the affected individuals who comprise the Confidential Information as soon as practicable but no later than is required to comply with applicable law including, but not limited to, the provisions of California Civil Code Section 1798.82, or, in the absence of any legally required notification period, within five (5) calendar days of becoming aware of the occurrence; or, (ii) reimburse Authority for any costs in notifying the affected individuals; (d) in the case of Confidential Information, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the Confidential Information for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twelve (12) months following the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; (f) without limiting Consultant’s obligations of indemnification as further described in this Agreement, indemnify, defend, and hold harmless Authority for any and all Claims (as defined herein), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from Authority in connection with the occurrence; (g) be responsible for recreating lost Data in the manner and on the schedule set by Authority without charge to Authority; (h) provide to Authority a detailed plan within ten (10) calendar days of the occurrence describing the measures Consultant will undertake to prevent a future occurrence and (i) upon conclusion of the occurrence, or at Authority’s request, provide to Authority a comprehensive summary of the occurrence, including reason for occurrence, details of occurrence, how occurrence was addressed and any other information required by Authority, which shall be executed by Consultant and may be relied upon by Authority as a true and accurate account of the occurrence. Notification to affected individuals, as described above, shall comply with applicable law, be written in plain language, and contain, at a minimum: name and contact information of Consultant’s representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate date of the loss; how such loss may affect the affected individual; what steps Consultant has taken to protect the affected individual; what steps the affected individual can take to protect himself or herself; contact information for major credit card reporting agencies; and, information regarding the credit and identity monitoring services to be provided by Consultant. This Section shall survive the termination of this Agreement.

DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version

9. Consultant shall comply with the consumer protections concerning subsequent disclosure and use set forth in Attachment B to California Public Utilities Commission (CPUC) Decision No. 12-08-045.

DRAFT Item 1f
Attachment 1
Draft Agreement with Arup US, Inc.
1/2023 Version

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND
Evergreen Economics
FOR
Data Analytics Support
THIS AGREEMENT (“Agreement”), is entered into this 14th day of December 2023, by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority"), and Evergreen Economics, a S-Corp whose address is 1500 SW 1st Ave, Suite 1000, Portland, OR 97201 (hereinafter referred to as "Consultant") (collectively referred to as the “Parties” and individually as a “Party”).

RECITALS:

C. Authority and Consultant desire to enter into an agreement for data analytics support upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on December 14, 2023, and shall terminate on December 13, 2028, unless terminated earlier as set forth herein.

4. TIME IS OF THE ESSENCE
Consultant and Authority agree that time is of the essence regarding the performance of this Agreement.

Item 1f
Attachment 2
Draft Agreement with Evergreen Economics DRAFT
1/2023 Version

8. NON-DISCRIMINATION
In the performance of this Agreement, Consultant, and any subconsultant under the Item 1f
Attachment 2
Draft Agreement with Evergreen Economics DRAFT
1/2023 Version
Consultant, shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation, military or veteran status, or other basis prohibited by law, except as provided in Government Code section 12940. Consultant shall have responsibility for compliance with this Section.

B. Intellectual Property Indemnification. Consultant hereby certifies that it owns, controls, or licenses and retains all right, title, and interest in and to any intellectual property it uses in relation to this Agreement, including the design, look, feel, features, source code, content, and other technology relating to any part of the services and including all related patents, inventions, trademarks, and copyrights, all applications therefor, and all trade names, service marks, know how, and trade secrets (collectively referred to as “IP Rights”), except as otherwise expressly provided by this Agreement. Consultant warrants that the services to be provided pursuant to this Agreement do not infringe, violate, trespass, or constitute the unauthorized use or misappropriation of any IP Rights of any third party. Consultant shall indemnify, defend, and hold Indemnitees, harmless from and against any Liabilities by a third party that the services to be provided pursuant to this Agreement infringe or violate any third-party’s IP Rights, provided any such right is enforceable in the United States. Such costs and expenses shall include reasonable attorneys’ fees of counsel of Authority’s choice, expert fees and all other costs and fees of litigation.

D. Consultant’s indemnifications and obligations under this section shall survive the Item 1f
Attachment 2
Draft Agreement with Evergreen Economics DRAFT
1/2023 Version
expiration or termination of this Agreement.

10. INSURANCE
A. General Requirements. On or before the commencement of the term of this Agreement, Consultant shall furnish Authority with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit "D," which is attached hereto and incorporated herein by this reference. Such insurance and certificates, which do not limit Consultant’s indemnification obligations under this Agreement, shall also contain substantially the following statement:
"Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the Authority by certified mail, Attention: Chief Executive Officer." Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to Authority and licensed to do insurance business in the State of California.

Endorsements naming the Authority as additional insured shall be submitted with the insurance certificates.

F. Maximum Coverage and Limits. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the additional insureds. Furthermore, the requirements for coverage and limits shall be the minimum coverage and limits specified in this Agreement, or the broader coverage and maximum limits of coverage of any insurance policy or Item 1f
Attachment 2
Draft Agreement with Evergreen Economics DRAFT
1/2023 Version
proceeds available to the named insured, whichever is greater.

In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance in substantial conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement.

Item 1f
Attachment 2
Draft Agreement with Evergreen Economics DRAFT
1/2023 Version
Consultant agrees to include within their subcontract(s) with any and all subcontractors the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor’s work. Subcontractors hired by Consultant shall agree to be bound to Consultant and Authority in the same manner and to the same extent as Consultant is bound to Authority under this Agreement. Subcontractors shall agree to include these same provisions within any sub-subcontract. Consultant shall provide a copy of the Indemnity and Insurance provisions of this Agreement to any subcontractor. Consultant shall require all subcontractors to provide valid certificates of insurance and the required endorsements prior to commencement of any work and will provide proof of compliance to Authority.

C. Consultant shall, at such time and in such form as Authority may require, furnish reports concerning the status of services required under this Agreement.

D. All Reports shall also be provided in electronic format, both in the original file format (e.g., Microsoft Word) and in PDF format.

15. RECORDS
Consultant shall maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by Authority that relate to the performance of services under this Agreement, in sufficient detail to permit an evaluation of the services and costs. All such records shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of Authority or its designees at all proper times, and gives Authority the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a minimum period of five (5) years after Consultant receives final payment from Authority for all Item 1f
Attachment 2
Draft Agreement with Evergreen Economics DRAFT
1/2023 Version
services required under this agreement

16. PARTY REPRESENTATIVES
The Chief Executive Officer (“Authority Representative”) shall represent the Authority in all matters pertaining to the services to be performed under this Agreement. Tami Rasmussen (Consultant Representative”) shall represent Consultant in all matters pertaining to the services to be performed under this Agreement.

17. CONFIDENTIAL INFORMATION AND DOCUMENTS
A. Consultant covenants that all data, reports, documents, discussion, or other information (collectively “Data”) developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed or released by Consultant without prior written authorization by Authority. Authority shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the Authority Representative or unless requested in writing by the Authority’s General Counsel, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the Authority. Response to a subpoena or court order shall not be considered “voluntary,” provided Consultant gives Authority notice of such court order or subpoena.

C. It is understood that Authority is subject to the California Public Records Act (Gov.

E. Consultant agrees to comply with the confidentiality and data protection provisions set forth in Exhibit “E,” attached hereto and incorporated herein by this reference.

F. Consultant’s covenants under this section shall survive the expiration or termination of this Agreement.

18. NOTICES
Any notice, consent, request, demand, bill, invoice, report or other communication required Item 1f
Attachment 2
Draft Agreement with Evergreen Economics DRAFT
1/2023 Version
or permitted under this Agreement shall be in writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by courier service during Consultant’s and Authority’s regular business hours, or (c) three Business Days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the Party to be notified as set forth below:

TO AUTHORITY:
333 W. El Camino Real
Suite 330
Sunnyvale CA 94087
Attention: Chief Executive Officer
TO CONSULTANT:

Steve Grover
Evergreen Economics
1500 SW 1st Ave, Suite 1000
Portland, OR 97201

Consultant shall have no other claim against Authority by reason of such termination, including any claim for compensation.

20. COMPLIANCE WITH LAWS
Consultant shall keep itself informed of all applicable federal, state and local laws, ordinances, codes, regulations and requirements which may, in any manner, affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Consultant shall, at all times, observe and comply with all such laws and regulations, including, but not limited to the Americans with Disabilities Act, the Stored Communications Act, 18 U.S.C. Section 2701, et seq., California Civil Code Sections 1798.80 through 1798.84, and the California Consumer Item 1f
Attachment 2
Draft Agreement with Evergreen Economics DRAFT
1/2023 Version
Privacy Act, Civil Code Section 1798.100 et seq. Authority, and its officers and employees, shall not be liable at law or in equity by reason of the failure of the Consultant to comply with this paragraph.

25. AUTHORITY
The individual(s) executing this Agreement represent and warrant that they have the legal Authority and authority to do so on behalf of their respective legal entities.

Item 1f
Attachment 2
Draft Agreement with Evergreen Economics DRAFT
1/2023 Version

27. CAPTIONS AND TERMS
The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.

28. AUTHORITY’S RIGHTS TO EMPLOY OTHER CONSULTANTS
Authority reserves the right to employ other consultants in connection with the subject matter of the Scope of Services.

32. ATTORNEY FEES
In any litigation or other proceeding by which a Party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party shall be entitled to recover all attorneys’ fees, experts’ fees, and other costs actually incurred in connection with such litigation or other proceeding, in addition to all other relief to which that Party may be entitled.

33. SEVERABILITY
If any provision in this Agreement is held by a court of competent jurisdiction to be illegal, Item 1f
Attachment 2
Draft Agreement with Evergreen Economics DRAFT
1/2023 Version
invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

34. SUCCESSORS AND ASSIGNS
The terms and conditions of this Agreement shall be binding on the successors and assigns of the Parties to this Agreement.

IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed as of the date set forth above.

RECOMMENDED FOR APPROVAL
_______________________________
Steve Grover, President

RECOMMENDED FOR APPROVAL
__________________________________________________________ Amrit Singh, Chief Financial Officer/Director of Administrative Services

CONSULTANT NAME
Evergreen Economics By: ________________________
Item 1f
Attachment 2
Draft Agreement with Evergreen Economics DRAFT
1/2023 Version
Name: Steve Grover
Title: President
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Girish Balachandran
Title: Chief Executive Officer
Date: __________________________
APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk
Item 1f
Attachment 2
Draft Agreement with Evergreen Economics DRAFT
1/2023 Version
Exhibit A
Scope of Services
The services to be provided by Consultant to Authority under this Scope of Services may be varied and flexible based on Authority’s specific requirements as they evolve over time. Areas in which Consultant may provide services to Authority are expected to include, but are not limited to, the below Topic Areas and Tasks. Specific tasks to be completed shall be effectuated by task order(s) agreed to by the Parties.

This Agreement does not guarantee a statement of work and Authority may employ multiple consultants to perform the services outlined in this Exhibit.

Topic Areas

1. Evaluation of program impacts during/after programs; evaluation, measurement and verification (EM&V) and synthesis into learnings to help Authority answer key research questions

2. Customer segmentation for program marketing and adoption potential analysis

3. Equity analysis and mapping

4. Complex data analysis on large, disparate datasets using various tools (Google Cloud Platform, Excel, R, Python, etc.). Example datasets include:
a. Interval electricity data
b. Gas consumption data
c. Customer attribute data
d. Building characteristics data
e. Distributed energy resource (DER) adoption data
f. Marketing data
g. Program participation data
h. Census and equity data
i. Rates and billing data

5. Perform spatial analysis and create interactive maps

6. Create dashboards and reports to track KPIs
Additional Topic Areas may be assigned, following the set of Tasks laid out below, where Consultant has clear relevant expertise.

Tasks

3. Strategic Analysis Reporting: report on the results and learnings of strategic analyses.

Analytics-adjacent activities (e.g. data cleaning, acquiring third-party datasets) may also require support from Consultant.

Cooperation With Other Consultants
In the event Authority shall employ other consultants for services performed pursuant to this Agreement or otherwise, Consultant shall cooperate, coordinate with, and assist such consultants in a manner that will best further serve and protect the Authority’s interests. Consultant shall not commit or permit any act which will interfere with the performance of work by any other consultant employed by Authority.

Item 1f
Attachment 2
Draft Agreement with Evergreen Economics DRAFT
1/2023 Version
Exhibit B
Schedule of Performance
Work will be assigned by the Authority on a task order basis. Each task order shall assign work consistent with the Scope of Services, a not to exceed budget, and a schedule for performance of each such task, and shall be signed by both Parties and attached to this Agreement.

Compensation shall be calculated based on the hourly rates set forth below up to the not to exceed budget amount set forth in each task order.

Rates
Personnel Title
Hourly Rate
2023 2024 2025 2026 2027 2028
Tami Rasmussen
Ted Helvoigt
Senior Vice
President $235 $235 $240 $240 $245 $245
Kevin Price
Ingo Bensch Vice President $230 $230 $235 $235 $240 $240 Martha Wudka
Jesse Emge
Gerry Valle
Principal
Consultant $210 $220 $225 $225 $230 $230
Sarah Monohon
Zhazira Alisheva Senior Consultant $195 $210 $210 $215 $220 $220 Kayla Kirksey,
Hans Lehndorff Consultant $185 $190 $190 $200 $200 $210 Liandra Chapman Senior Analyst $175 $180 $180 $190 $190 $200 Sherab Dorji
Nada Nakahara
Kara Hardman
Analyst $160 $160 $165 $170 $170 $175
Tricia McCracken
Nick McMillan
Jenny Fraser
Administrative
Support $115 $120 $120 $125 $125 $130
Item 1f
Attachment 2
Draft Agreement with Evergreen Economics DRAFT
1/2023 Version
Invoices
Monthly Invoicing: In order to request payment, Consultant shall submit monthly invoices to the Authority describing the services performed and the applicable charges (including a summary of the work performed during that period, personnel who performed the services, hours worked, task(s) for which work was performed). Authority shall pay all undisputed invoice amounts within thirty (30) calendar days after receipt up to the maximum compensation set forth herein. Authority does not pay interest on past due amounts.

Reimbursable Expenses
Administrative, overhead, secretarial time or overtime, word processing, photocopying, in house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. Travel expenses must be authorized in advance in writing by Authority
Additional Services
Consultant shall provide additional services outside of the services identified in Exhibit A only by advance written authorization from Authority Representative prior to commencement of any additional services. Consultant shall submit, at the Authority Representative’s request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed maximum compensation. Any changes mutually agreed upon by the Parties, and any increase or decrease in compensation, shall be incorporated by written amendments to this Agreement.

Item 1f
Attachment 2
Draft Agreement with Evergreen Economics DRAFT
1/2023 Version
Exhibit D
Insurance Requirements and Proof of Insurance
Consultant shall maintain the following minimum insurance coverage:

A. COVERAGE:
(1) Workers' Compensation:

Statutory coverage as required by the State of California. (2) Liability:

Commercial general liability coverage with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury and property damage.

ISO occurrence Form CG 0001 or equivalent is required.

(3) Automotive:

Item 1f
Attachment 2
Draft Agreement with Evergreen Economics DRAFT
1/2023 Version
Exhibit E
Confidentiality and Data Security Requirements
Subject to the terms and conditions of the Agreement, current proprietary and confidential information of Authority regarding customers of Authority (“Authority Customers”) and/or other confidential information (collectively “Confidential Information”) may be disclosed to Consultant from time to time in connection herewith solely for the purposes set forth in the Agreement. Such disclosure is subject to the following legal continuing representations and warranties by Consultant:

4. Consultant shall, at all times and in perpetuity, keep the Confidential Information in the strictest confidence and shall take all reasonable measures to prevent unauthorized or improper disclosure or use of Confidential Information. Consultant shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information, to protect the personal information from unauthorized access, destruction, use, modification, or disclosure and prohibits the use of the data for purposes not set forth in the Agreement. Specifically, Consultant shall restrict access to Confidential Information, and to materials prepared in connection therewith, to those employees or representatives of Consultant who have a “need to know” such Confidential Information in the course of Item 1f
Attachment 2
Draft Agreement with Evergreen Economics DRAFT
1/2023 Version
their duties with respect to the Consultant program and who agree to be bound by the nondisclosure and confidentiality obligations of this Agreement. Prior to disclosing any Confidential Information to its employees or representatives, Consultant shall require such employees or representatives to whom Confidential Information is to be disclosed to review this Agreement and to agree to be bound by the terms of this Agreement. Consultant shall not disclose Confidential Information or otherwise make it available, in any form or manner, to any other person or entity that is not Consultant’s employee or representative (a “Third Party”), except where that Third Party has separately entered into a nondisclosure agreement with Authority. Without limiting Consultant’s obligation of confidentiality as further described herein, Consultant shall be responsible for establishing, maintaining, and providing a written description to Authority of, a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that comply with or are substantial similar to the security controls identified in the current version of NIST SP800-53, and that is designed to: (a) ensure the security and confidentiality of the Authority’s Data; (b) protect against any anticipated threats or hazards to the security or integrity of the Data; (c) protect against unauthorized disclosure, access to, or use of the Data; (d) ensure the proper disposal of Data; and, (e) ensure that all employees, agents, and subcontractors of Consultant, if any, comply with all of the foregoing. In no case shall the safeguards of Consultant’s data privacy and information security program used to protect Data be less stringent than the safeguards used by Consultant for its own data. If the services include handling credit card information, then the Consultant shall comply at all times with all applicable Payment Card Industry Data Security Standards (PCI-DSS). Consultant agrees and warrants that it is responsible for the security of “cardholder data” that Consultant possesses, stores, processes or transmits on behalf of the Authority, and for any impact on the security of Authority’s cardholder data environment adversely affected by any failure of Company to maintain compliance with provisions of the PCI-DSS applicable to the services. No less than annually, Consultant shall conduct a comprehensive independent third-party audit of its data privacy and information security program and provide such audit findings to Authority. The required audit shall be a SAS-70 (or successor standard) compliant audit, and Consultant shall provide the audit findings in the form of an SAS-70 Type II report.

6. In the event of any act, error or omission, negligence, misconduct, or breach that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of the Authority’s Data or the physical, technical, administrative, or organizational safeguards put in place by Consultant that relate to the protection of the security, confidentiality, or integrity of the Data, Consultant shall, as applicable: (a) notify Authority as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with Authority in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise Item 1f
Attachment 2
Draft Agreement with Evergreen Economics DRAFT
1/2023 Version
required by Authority; (c) in the case of Confidential Information, at Authority’s sole election, (i) notify the affected individuals who comprise the Confidential Information as soon as practicable but no later than is required to comply with applicable law including, but not limited to, the provisions of California Civil Code Section 1798.82, or, in the absence of any legally required notification period, within five (5) calendar days of becoming aware of the occurrence; or, (ii) reimburse Authority for any costs in notifying the affected individuals; (d) in the case of Confidential Information, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the Confidential Information for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twelve (12) months following the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; (f) without limiting Consultant’s obligations of indemnification as further described in this Agreement, indemnify, defend, and hold harmless Authority for any and all Claims (as defined herein), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from Authority in connection with the occurrence; (g) be responsible for recreating lost Data in the manner and on the schedule set by Authority without charge to Authority; (h) provide to Authority a detailed plan within ten (10) calendar days of the occurrence describing the measures Consultant will undertake to prevent a future occurrence and (i) upon conclusion of the occurrence, or at Authority’s request, provide to Authority a comprehensive summary of the occurrence, including reason for occurrence, details of occurrence, how occurrence was addressed and any other information required by Authority, which shall be executed by Consultant and may be relied upon by Authority as a true and accurate account of the occurrence. Notification to affected individuals, as described above, shall comply with applicable law, be written in plain language, and contain, at a minimum: name and contact information of Consultant’s representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate date of the loss; how such loss may affect the affected individual; what steps Consultant has taken to protect the affected individual; what steps the affected individual can take to protect himself or herself; contact information for major credit card reporting agencies; and, information regarding the credit and identity monitoring services to be provided by Consultant. This Section shall survive the termination of this Agreement.

Item 1f
Attachment 2
Draft Agreement with Evergreen Economics DRAFT
1/2023 Version

9. Consultant shall comply with the consumer protections concerning subsequent disclosure and use set forth in Attachment B to California Public Utilities Commission (CPUC) Decision No. 12-08-045.

Item 1f
Attachment 2
Draft Agreement with Evergreen Economics DRAFT
1/2023 Version

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND
Opinion Dynamics Corporation
FOR
Data Analytics Support
THIS AGREEMENT (“Agreement”), is entered into this 14th day of December, 2023, by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority"), and Opinion Dynamics Corporation, a Massachusetts Corporation whose address is 130 Turner St., Suite 520, Waltham, MA 02453 (hereinafter referred to as "Consultant") (collectively referred to as the “Parties” and individually as a “Party”).

RECITALS:

C. Authority and Consultant desire to enter into an agreement for data analytics support upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on December 14, 2023, and shall terminate on December 13, 2028, unless terminated earlier as set forth herein.

4. TIME IS OF THE ESSENCE
Consultant and Authority agree that time is of the essence regarding the performance of this Agreement.

Item 1f
Attachment 3
Draft Agreement: Opinion Dynamics
1/2023 Version

8. NON-DISCRIMINATION
In the performance of this Agreement, Consultant, and any subconsultant under the Item 1f
Attachment 3
Draft Agreement: Opinion Dynamics
1/2023 Version
Consultant, shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation, military or veteran status, or other basis prohibited by law, except as provided in Government Code section 12940. Consultant shall have responsibility for compliance with this Section.

B. Intellectual Property Indemnification. Consultant hereby certifies that it owns, controls, or licenses and retains all right, title, and interest in and to any intellectual property it uses in relation to this Agreement, including the design, look, feel, features, source code, content, and other technology relating to any part of the services and including all related patents, inventions, trademarks, and copyrights, all applications therefor, and all trade names, service marks, know how, and trade secrets (collectively referred to as “IP Rights”), except as otherwise expressly provided by this Agreement. Consultant warrants that the services to be provided pursuant to this Agreement do not infringe, violate, trespass, or constitute the unauthorized use or misappropriation of any IP Rights of any third party. Consultant shall indemnify, defend, and hold Indemnitees, harmless from and against any Liabilities by a third party that the services to be provided pursuant to this Agreement infringe or violate any third-party’s IP Rights, provided any such right is enforceable in the United States. Such costs and expenses shall include reasonable attorneys’ fees of counsel of Authority’s choice, expert fees and all other costs and fees of litigation.

D. Consultant’s indemnifications and obligations under this section shall survive the Item 1f
Attachment 3
Draft Agreement: Opinion Dynamics
1/2023 Version
expiration or termination of this Agreement.

10. INSURANCE
A. General Requirements. On or before the commencement of the term of this Agreement, Consultant shall furnish Authority with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit "D," which is attached hereto and incorporated herein by this reference. Such insurance and certificates, which do not limit Consultant’s indemnification obligations under this Agreement, shall also contain substantially the following statement:
"Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the Authority by certified mail, Attention: Chief Executive Officer." Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to Authority and licensed to do insurance business in the State of California.

Endorsements naming the Authority as additional insured shall be submitted with the insurance certificates.

F. Maximum Coverage and Limits. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the additional insureds. Furthermore, the requirements for coverage and limits shall be the minimum coverage and limits specified in this Agreement, or the broader coverage and maximum limits of coverage of any insurance policy or Item 1f
Attachment 3
Draft Agreement: Opinion Dynamics
1/2023 Version
proceeds available to the named insured, whichever is greater.

In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance in substantial conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement.

Item 1f
Attachment 3
Draft Agreement: Opinion Dynamics
1/2023 Version
Consultant agrees to include within their subcontract(s) with any and all subcontractors the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor’s work. Subcontractors hired by Consultant shall agree to be bound to Consultant and Authority in the same manner and to the same extent as Consultant is bound to Authority under this Agreement. Subcontractors shall agree to include these same provisions within any sub-subcontract. Consultant shall provide a copy of the Indemnity and Insurance provisions of this Agreement to any subcontractor. Consultant shall require all subcontractors to provide valid certificates of insurance and the required endorsements prior to commencement of any work and will provide proof of compliance to Authority.

C. Consultant shall, at such time and in such form as Authority may require, furnish reports concerning the status of services required under this Agreement.

D. All Reports shall also be provided in electronic format, both in the original file format (e.g., Microsoft Word) and in PDF format.

15. RECORDS
Consultant shall maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by Authority that relate to the performance of services under this Agreement, in sufficient detail to permit an evaluation of the services and costs. All such records shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of Authority or its designees at all proper times, and gives Authority the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a minimum period of five (5) years after Consultant receives final payment from Authority for all Item 1f
Attachment 3
Draft Agreement: Opinion Dynamics
1/2023 Version
services required under this agreement

16. PARTY REPRESENTATIVES
The Chief Executive Officer (“Authority Representative”) shall represent the Authority in all matters pertaining to the services to be performed under this Agreement. Megan Campbell, Senior Vice President (Consultant Representative”) shall represent Consultant in all matters pertaining to the services to be performed under this Agreement.

17. CONFIDENTIAL INFORMATION AND DOCUMENTS
A. Consultant covenants that all data, reports, documents, discussion, or other information (collectively “Data”) developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed or released by Consultant without prior written authorization by Authority. Authority shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the Authority Representative or unless requested in writing by the Authority’s General Counsel, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the Authority. Response to a subpoena or court order shall not be considered “voluntary,” provided Consultant gives Authority notice of such court order or subpoena.

C. It is understood that Authority is subject to the California Public Records Act (Gov.

E. Consultant agrees to comply with the confidentiality and data protection provisions set forth in Exhibit “E,” attached hereto and incorporated herein by this reference.

F. Consultant’s covenants under this section shall survive the expiration or termination of this Agreement.

18. NOTICES
Any notice, consent, request, demand, bill, invoice, report or other communication required Item 1f
Attachment 3
Draft Agreement: Opinion Dynamics
1/2023 Version
or permitted under this Agreement shall be in writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by courier service during Consultant’s and Authority’s regular business hours, or (c) three Business Days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the Party to be notified as set forth below:

TO AUTHORITY:
333 W. El Camino Real
Suite 330
Sunnyvale CA 94087
Attention: Chief Executive Officer
TO CONSULTANT:

Thomas Medlin, C.F.O.

Opinion Dynamics Corporation
130 Turner St., Suite 520
Waltham, MA 02453

Consultant shall have no other claim against Authority by reason of such termination, including any claim for compensation.

20. COMPLIANCE WITH LAWS
Consultant shall keep itself informed of all applicable federal, state and local laws, ordinances, codes, regulations and requirements which may, in any manner, affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Consultant shall, at all times, observe and comply with all such laws and regulations, including, but not limited to the Americans with Disabilities Act, the Stored Communications Act, 18 U.S.C. Section 2701, et seq., California Civil Code Sections 1798.80 through 1798.84, and the California Consumer Item 1f
Attachment 3
Draft Agreement: Opinion Dynamics
1/2023 Version
Privacy Act, Civil Code Section 1798.100 et seq. Authority, and its officers and employees, shall not be liable at law or in equity by reason of the failure of the Consultant to comply with this paragraph.

25. AUTHORITY
The individual(s) executing this Agreement represent and warrant that they have the legal Authority and authority to do so on behalf of their respective legal entities.

Item 1f
Attachment 3
Draft Agreement: Opinion Dynamics
1/2023 Version

27. CAPTIONS AND TERMS
The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.

28. AUTHORITY’S RIGHTS TO EMPLOY OTHER CONSULTANTS
Authority reserves the right to employ other consultants in connection with the subject matter of the Scope of Services.

32. ATTORNEY FEES
In any litigation or other proceeding by which a Party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party shall be entitled to recover all attorneys’ fees, experts’ fees, and other costs actually incurred in connection with such litigation or other proceeding, in addition to all other relief to which that Party may be entitled.

33. SEVERABILITY
If any provision in this Agreement is held by a court of competent jurisdiction to be illegal, Item 1f
Attachment 3
Draft Agreement: Opinion Dynamics
1/2023 Version
invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

34. SUCCESSORS AND ASSIGNS
The terms and conditions of this Agreement shall be binding on the successors and assigns of the Parties to this Agreement.

IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed as of the date set forth above.

RECOMMENDED FOR APPROVAL
_______________________________
Thomas Medlin, Chief Financial Officer

RECOMMENDED FOR APPROVAL
__________________________________________________________ Amrit Singh, Chief Financial Officer/Director of Administrative Services

CONSULTANT NAME
Opinion Dynamics Corporation By: ________________________ Item 1f
Attachment 3
Draft Agreement: Opinion Dynamics
1/2023 Version
Name: Bradley Kates_______
Title: ____ Chief Executive Officer
___________
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Girish Balachandran
Title: Chief Executive Officer
Date: __________________________
APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk
Item 1f
Attachment 3
Draft Agreement: Opinion Dynamics
1/2023 Version
Exhibit A
Scope of Services
The services to be provided by Consultant to Authority under this Scope of Services may be varied and flexible based on Authority’s specific requirements as they evolve over time. Areas in which Consultant may provide services to Authority are expected to include, but are not limited to, the below Topic Areas and Tasks. Specific tasks to be completed shall be effectuated by task order(s) agreed to by the Parties.

This Agreement does not guarantee a statement of work and Authority may employ multiple consultants to perform the services outlined in this Exhibit.

Topic Areas

1. Rate design

2. Load disaggregation to identify and understand types, age and efficiency of electric and gas appliances

3. EV detection from consumption data

4. Evaluation of program impacts during/after programs; evaluation, measurement and verification (EM&V) and synthesis into learnings to help Authority answer key research questions

5. Weather normalization of consumption data

6. Create first-pass “electrification plans” for buildings in service territory

7. Greenhouse gas emissions analyses (e.g., historical inventories, future scenario forecasts)

8. Customer segmentation for program marketing and adoption potential analysis

9. Distribution system or neighborhood capacity availability

10. Equity analysis and mapping

11. Panel capacity based on consumption data and building characteristics

12. Load forecasting

13. Rate optimization tool

15. Perform spatial analysis and create interactive maps

16. Create dashboards and reports to track KPIs
Additional Topic Areas may be assigned, following the set of Tasks laid out below, where Consultant has clear relevant expertise.

Item 1f
Attachment 3
Draft Agreement: Opinion Dynamics
1/2023 Version
Tasks

3. Strategic Analysis Reporting: report on the results and learnings of strategic analyses.

Analytics-adjacent activities (e.g. data cleaning, acquiring third-party datasets) may also require support from Consultant.

Item 1f
Attachment 3
Draft Agreement: Opinion Dynamics
1/2023 Version
Cooperation With Other Consultants
In the event Authority shall employ other consultants for services performed pursuant to this Agreement or otherwise, Consultant shall cooperate, coordinate with, and assist such consultants in a manner that will best further serve and protect the Authority’s interests. Consultant shall not commit or permit any act which will interfere with the performance of work by any other consultant employed by Authority.

Item 1f
Attachment 3
Draft Agreement: Opinion Dynamics
1/2023 Version
Exhibit B
Schedule of Performance
Work will be assigned by the Authority on a task order basis. Each task order shall assign work consistent with the Scope of Services, a not to exceed budget, and a schedule for performance of each such task, and shall be signed by both Parties and attached to this Agreement.

Compensation shall be calculated based on the hourly rates set forth below up to the not to exceed budget amount set forth in each task order.

Rates
Item 1f
Attachment 3
Draft Agreement: Opinion Dynamics
1/2023 Version
Personnel Title Hourly
Megan Campbell Senior Vice President $262
Olivia Patterson Senior Vice President $262
Dr. Jordan Wilkerson Vice President $262
Dr. Ellen Steiner Vice President $262
Kessie Avseikova Vice President $262
Bob Ramirez Senior Director $245
Sunil Maheshwari Principal $224
Jayden Wilson Associate Director $224
Danielle Fulmer Associate Director $224
Dr. Jordan Folks Associate Director $224
Hilary Polis Associate Director $224
Dan McMartin Director $229
Erin Kempster Director $229
Abhishek Jaiswal Associate Lead Data Engineer $224
Laura Small Associate Lead Data Scientist $224
Dr. Kevin Ketchman Associate Lead Engineer $224
TBD Principal Consultant $217
TBD Managing Consultant $200
TBD Senior Consultant $195
TBD Consultant $190
TBD Associate Consultant $159
TBD Technical Editor/Graphic Designer $151
TBD Interviewing Staff $58
Invoices
Monthly Invoicing: In order to request payment, Consultant shall submit monthly invoices to the Authority describing the services performed and the applicable charges (including a summary of the work performed during that period, personnel who performed the services, hours worked, task(s) for which work was performed). Authority shall pay all undisputed invoice amounts within thirty (30) calendar days after receipt up to the maximum compensation set forth herein. Authority does not pay interest on past due amounts.

Reimbursable Expenses
Administrative, overhead, secretarial time or overtime, word processing, photocopying, in house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. Travel expenses must be authorized in advance in writing by Authority
Additional Services
Consultant shall provide additional services outside of the services identified in Exhibit A only by advance written authorization from Authority Representative prior to commencement of any additional services. Consultant shall submit, at the Authority Representative’s request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed Item 1f
Attachment 3
Draft Agreement: Opinion Dynamics
1/2023 Version
maximum compensation. Any changes mutually agreed upon by the Parties, and any increase or decrease in compensation, shall be incorporated by written amendments to this Agreement.

Item 1f
Attachment 3
Draft Agreement: Opinion Dynamics
1/2023 Version
Exhibit D
Insurance Requirements and Proof of Insurance
Consultant shall maintain the following minimum insurance coverage:

A. COVERAGE:
(1) Workers' Compensation:

Statutory coverage as required by the State of California. (2) Liability:

Commercial general liability coverage with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury and property damage.

ISO occurrence Form CG 0001 or equivalent is required.

(3) Automotive:

Item 1f
Attachment 3
Draft Agreement: Opinion Dynamics
1/2023 Version
Exhibit E
Confidentiality and Data Security Requirements
Subject to the terms and conditions of the Agreement, current proprietary and confidential information of Authority regarding customers of Authority (“Authority Customers”) and/or other confidential information (collectively “Confidential Information”) may be disclosed to Consultant from time to time in connection herewith solely for the purposes set forth in the Agreement. Such disclosure is subject to the following legal continuing representations and warranties by Consultant:

4. Consultant shall, at all times and in perpetuity, keep the Confidential Information in the strictest confidence and shall take all reasonable measures to prevent unauthorized or improper disclosure or use of Confidential Information. Consultant shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information, to protect the personal information from unauthorized access, destruction, use, modification, or disclosure and prohibits the use of the data for purposes not set forth in the Agreement. Specifically, Consultant shall restrict access to Confidential Information, and to materials prepared in connection therewith, to those employees or representatives of Consultant who have a “need to know” such Confidential Information in the course of Item 1f
Attachment 3
Draft Agreement: Opinion Dynamics
1/2023 Version
their duties with respect to the Consultant program and who agree to be bound by the nondisclosure and confidentiality obligations of this Agreement. Prior to disclosing any Confidential Information to its employees or representatives, Consultant shall require such employees or representatives to whom Confidential Information is to be disclosed to review this Agreement and to agree to be bound by the terms of this Agreement. Consultant shall not disclose Confidential Information or otherwise make it available, in any form or manner, to any other person or entity that is not Consultant’s employee or representative (a “Third Party”), except where that Third Party has separately entered into a nondisclosure agreement with Authority. Without limiting Consultant’s obligation of confidentiality as further described herein, Consultant shall be responsible for establishing, maintaining, and providing a written description to Authority of, a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that comply with or are substantial similar to the security controls identified in the current version of NIST SP800-53, and that is designed to: (a) ensure the security and confidentiality of the Authority’s Data; (b) protect against any anticipated threats or hazards to the security or integrity of the Data; (c) protect against unauthorized disclosure, access to, or use of the Data; (d) ensure the proper disposal of Data; and, (e) ensure that all employees, agents, and subcontractors of Consultant, if any, comply with all of the foregoing. In no case shall the safeguards of Consultant’s data privacy and information security program used to protect Data be less stringent than the safeguards used by Consultant for its own data. If the services include handling credit card information, then the Consultant shall comply at all times with all applicable Payment Card Industry Data Security Standards (PCI-DSS). Consultant agrees and warrants that it is responsible for the security of “cardholder data” that Consultant possesses, stores, processes or transmits on behalf of the Authority, and for any impact on the security of Authority’s cardholder data environment adversely affected by any failure of Company to maintain compliance with provisions of the PCI-DSS applicable to the services. No less than annually, Consultant shall conduct a comprehensive independent third-party audit of its data privacy and information security program and provide such audit findings to Authority. The required audit shall be a SAS-70 (or successor standard) compliant audit, and Consultant shall provide the audit findings in the form of an SAS-70 Type II report.

6. In the event of any act, error or omission, negligence, misconduct, or breach that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of the Authority’s Data or the physical, technical, administrative, or organizational safeguards put in place by Consultant that relate to the protection of the security, confidentiality, or integrity of the Data, Consultant shall, as applicable: (a) notify Authority as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with Authority in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise Item 1f
Attachment 3
Draft Agreement: Opinion Dynamics
1/2023 Version
required by Authority; (c) in the case of Confidential Information, at Authority’s sole election, (i) notify the affected individuals who comprise the Confidential Information as soon as practicable but no later than is required to comply with applicable law including, but not limited to, the provisions of California Civil Code Section 1798.82, or, in the absence of any legally required notification period, within five (5) calendar days of becoming aware of the occurrence; or, (ii) reimburse Authority for any costs in notifying the affected individuals; (d) in the case of Confidential Information, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the Confidential Information for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twelve (12) months following the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; (f) without limiting Consultant’s obligations of indemnification as further described in this Agreement, indemnify, defend, and hold harmless Authority for any and all Claims (as defined herein), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from Authority in connection with the occurrence; (g) be responsible for recreating lost Data in the manner and on the schedule set by Authority without charge to Authority; (h) provide to Authority a detailed plan within ten (10) calendar days of the occurrence describing the measures Consultant will undertake to prevent a future occurrence and (i) upon conclusion of the occurrence, or at Authority’s request, provide to Authority a comprehensive summary of the occurrence, including reason for occurrence, details of occurrence, how occurrence was addressed and any other information required by Authority, which shall be executed by Consultant and may be relied upon by Authority as a true and accurate account of the occurrence. Notification to affected individuals, as described above, shall comply with applicable law, be written in plain language, and contain, at a minimum: name and contact information of Consultant’s representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate date of the loss; how such loss may affect the affected individual; what steps Consultant has taken to protect the affected individual; what steps the affected individual can take to protect himself or herself; contact information for major credit card reporting agencies; and, information regarding the credit and identity monitoring services to be provided by Consultant. This Section shall survive the termination of this Agreement.

Item 1f
Attachment 3
Draft Agreement: Opinion Dynamics
1/2023 Version

9. Consultant shall comply with the consumer protections concerning subsequent disclosure and use set forth in Attachment B to California Public Utilities Commission (CPUC) Decision No. 12-08-045.

Item 1f
Attachment 3
Draft Agreement: Opinion Dynamics

Page 1 of 3 ends

Silicon Valley Clean Energy Board of DirectorsDecember 13, 2023

Silicon Valley Clean Energy Board of Directors
December 13, 2023