Agenda packet — Silicon Valley Clean Energy Board of Directors, February 14, 2024 (part 1 of 2)

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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).

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
Pat Showalter
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, February 14, 2024
7:00 pm
Cupertino Community Hall
10350 Torre Avenue
Cupertino, CA
2302 Zanker Road
San Jose, CA
Milpitas Police Department, Community Room
1275 North Milpitas Boulevard
Milpitas, CA 95035
Morgan Hill City Hall
17575 Peak Ave.

Morgan Hill, CA 95037
Teleconference Meeting
Webinar:
https://cityofcupertino.zoom.us/j/92088979344
Telephone (Audio Only):

US: +1 669-900-6833
Webinar ID: 920 8897 9344
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, SILICON VALLEY <3/ CLEAN ENERGY
Tina Walia, Chair
City of Saratoga
George Tyson, Vice Chair
Town of Los Altos Hills

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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
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 January 10, 2024, Board of Directors Meeting 1b) Receive December 2023 Treasurer Report
1c) Approve 2024 Updates to Exhibit C, Annual Energy Use, and Exhibit D, Voting Shares, of the SVCE Joint Powers Agreement
1d) Authorize the Chief Executive Officer to Execute an Agreement with Arup for the Electrification Solutions Analysis with a Not to Exceed Limit of $295,000 through October 30, 2024
1e) Receive FY24 Q1 Decarbonization Strategy and Programs Quarterly Report
1f) Authorize the Chief Executive Officer to Execute an Agreement with Stem for Use of their Athena Battery Optimization Software with a Not to Exceed Limit of $1,050,000 Over a Three-Year Term
1g) Approve and Authorize the Chief Executive Officer to Execute a Contract Amendment with School of Thought for Marketing and Advertising Services to Extend for Two Years for an Amount Not to Exceed $600,000 SILICON VALLEY <3/ CLEAN ENERGY
Tina Walia, Chair
City of Saratoga
George Tyson, Vice Chair
Town of Los Altos Hills

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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
Pat Showalter
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
1h) Receive Updates to Business Electric Vehicle (BEV) Rate Components 1i) Executive Committee Report
1j) California Community Power Report
1k) Additional Committee Reports
Regular Calendar
2) CEO Report (Discussion)
3) Appoint 2024 Board Committee Members (Action)
Board Member Announcements and Direction on Future Agenda Items Public Comment on Closed Session
The public may provide comments regarding the Closed Session item(s) just prior to the Board beginning the Closed Session. Closed Sessions are not open to the public.

Closed Session
Conference with Legal Counsel—Existing Litigation
(California Government Code Section 54956.9(d)(1))
Name of case: Central Coast Community Energy, a California joint powers authority; Silicon Valley Clean Energy Authority, a California joint powers authority v. Big Beau Solar, LLC, et al, Santa Clara County Superior Court Case No. 22CV398156
Conference with Legal Counsel – Anticipated Litigation
Initiation of litigation pursuant to paragraph (4) of subdivision (d) of Section 54956.9: (one potential case)
Adjourn
SILICON VALLEY <3/ CLEAN ENERGY
Tina Walia, Chair
City of Saratoga
George Tyson, Vice Chair
Town of Los Altos Hills
Revised: February 7, 2024
1 SVCE

GLOSSARY OF TERMS
BTM – Behind the Meter – Customer-sited resources which connect to the distribution system on the customer’s side of the utility’s meter. See also “DER”.

C&I – Commercial and Industrial – Business customers
CAISO – California Independent System Operator – a non-profit independent system operator that oversees the operation of the California bulk electric power system, transmission lines and electricity market generated and transmitted by its members (~80% of California’s electric flow). Its stated mission is to “operate the grid reliably and efficiently, provide fair and open transmission access, promote environmental stewardship and facilitate effective markets and promote infrastructure development. CAISO is regulated by FERC and governed by a five-member governing board appointed by the governor.

CALCCA – California Community Choice Association – Association made up of Community Choice Aggregation (CCA) groups which represents the interests of California’s community choice electricity providers.

CARB – California Air Resources Board – The CARB is charged with protecting the public from the harmful effects of air pollution and developing programs and actions to fight climate change in California.

CARE – California Alternate Rates for Energy Program – A monthly discount of 20% or more on gas and electricity. Participants qualify through income guidelines or if enrolled in certain public assistance programs.

CEC – California Energy Commission
CCCFA – California Community Choice Financing Authority – The California Community Choice Financing Authority (CCCFA) was established in 2021 with the goal to reduce the cost of power purchases for member community choice aggregators (CCAs) through pre-payment structures. The founding members of CCCFA include Central Coast Community Energy, East Bay Community Energy, Marin Clean Energy, and Silicon Valley Clean Energy. CCCFA is a Joint Powers Authority which can help member CCAs save up to 10% or more on power purchase agreements, helping reduce costs for ratepayers and increase available funding for local programs.

CC Power – California Community Power – California Community Power is a Joint Powers Agency comprised of nine CCAs. CC Power allows its member CCAs to combine their buying power to procure new, cost-effective clean energy and reliability resources to continue advancing local and state climate goals.

CP – Compliance Period – Time period to become RPS compliant, set by the CPUC (California Public Utilities Commission)
DA – Direct Access – An option that allows eligible customers to purchase their electricity directly from third party providers known as Electric Service Providers (ESP).

Demand – The rate at which electric energy is delivered to or by a system or part of a system, generally expressed in kilowatts (kW), megawatts (MW), or gigawatts (GW), at a given instant or averaged over any designated interval of time. Demand should not be confused with Load or Energy.

DR – Demand Response – An opportunity for consumers to play a significant role in the operation of the electric grid by reducing or shifting their electricity usage during peak periods in response to time-based rates or other forms of financial incentives.
/T\ SILICON VALLEY <3/ CLEAN ENERGY
Silicon Valley Clean Energy Revised: February 7, 2024
2 DER – Distributed Energy Resource – A small-scale unit of power generation that operates locally and is connected to a larger power grid at the distribution level.

Distribution – The delivery of electricity to the retail customer’s home or business through low voltage distribution lines.
eHub – SVCE’s online customer resource center with the latest information on electric vehicles, home electrification, and solar and battery storage.

ERRA – Energy Resource Recovery Account – ERRA proceedings are used to determine fuel and purchased power costs which can be recovered in rates. The utilities do not earn a rate of return on these costs, and only recover actual costs. The costs are forecast for the year ahead. If the actual costs are lower than forecast, then the utility gives money back, and vice versa.

ESP – Energy Service Provider – An energy entity that provides service to a retail or end-use customer.

FERC – Federal Energy Regulatory Commission – Independent federal agency that regulates the interstate transmission of electricity, natural gas and oil. The CAISO is subject to FERC jurisdiction.

GHG – Greenhouse gas – water vapor, carbon dioxide, tropospheric ozone, nitrous oxide, methane, and chlorofluorocarbons (CFCs). A gas that causes the atmosphere to trap heat radiating from the earth. The most common GHG is Carbon Dioxide, though Methane and others have this effect as well.

GWh – Gigawatt-hour – The unit of energy equal to that expended in one hour at a rate of one billion watts. One GWh equals 1,000 megawatt-hours.

IOU – Investor-Owned Utility – A private electricity and natural gas provider.

IRA – Inflation Reduction Act
IRP – Integrated Resource Plan – A plan which outlines an electric utility’s resource needs in order to meet expected electricity demand long-term.
kW – Kilowatt – Measure of power where power (watts) = voltage (volts) x amperage (amps) and 1 kW = 1000 watts
kWh – Kilowatt-hour – This is a measure of consumption. It is the amount of electricity that is used over some period of time, typically a one-month period for billing purposes. Customers are charged a rate per kWh of electricity used.

LCR – Local (RA) Capacity Requirements – The amount of Resource Adequacy capacity required to be demonstrated in a specific location or zone.

LCFS – Low Carbon Fuel Standard – A CARB program designed to encourage the use of cleaner low-carbon fuels in California, encourage the production of those fuels, and therefore, reduce greenhouse gas emissions.

Load – An end use device or customer that receives power from an energy delivery system. Load should not be confused with Demand, which is the measure of power that a load receives or requires. See Demand.

LSE – Load-serving Entity – Entities that have been granted authority by state, local law or regulation to serve their own load directly through wholesale energy purchases and have chosen to exercise that authority.

Silicon Valley Clean Energy Revised: February 7, 2024
3 MMT – Million Metric Tonnes – Common unit of measurement in regulatory and policy space for California’s GHG emissions.

MAWG – Member Agency Working Group, a group of PIOs from SVCE’s member communities that gather monthly MW – Megawatt – measure of power. A megawatt equals 1,000 kilowatts or 1 million watts.

MWh – Megawatt-hour – measure of energy
NEM – Net Energy Metering – A program in which solar customers receive credit for excess electricity generated by solar panels. The main differences between NEM and FIT programs are the type of rate (flat vs. dependent on time-of-day generation), number of meters required (two vs. one), and flexibility (long-term contract vs. non-binding program enrollment).

PCC1 – RPS Portfolio Content Category 1 – Bundled renewables where the energy and REC are dynamically scheduled into a California Balancing Authority (CBA) such as the CAISO. Also known as “in-state” renewables PCC2 – RPS Portfolio Content Category 2 – Bundled renewables where the energy and REC are from out-of-state and not dynamically scheduled to a CBA.

PCC3 – RPS Portfolio Content Category 3 – Unbundled RECPSPS – Public Safety Power Shutoff – An event in which the IOUs purposely turn off segments of the grid due to high risk of ignition and wildfires.

PCIA or “exit fee” – Power Charge Indifference Adjustment (PCIA) is an “exit fee” based on stranded costs of utility generation set by the California Public Utilities Commission. It is calculated annually and assessed to customers of CCAs and paid to the IOU that lost those customers as a result of the formation of a CCA.

Power Content Label (PCL) – A user-friendly way of displaying information to California consumers about the energy resources used to generate the electricity they sell, as required by AB 162 (Statue of 2009) and Senate Bill 1305 (Statutes of 1997).

PPA – Power Purchase Agreement – A contract used to purchase the energy, capacity and attributes from a renewable resource project.

Prepay – payment in advance by a municipal utility for a number of years of contracted energy, and this prepayment with tax-exempt debt
RA – Resource Adequacy – Under its Resource Adequacy (RA) program, the California Public Utilities Commission (CPUC) requires load-serving entities—both independently owned utilities and electric service providers—to demonstrate in both monthly and annual filings that they have purchased capacity commitments to contribute their share of system reliability. Today LSEs must procure no less than 115% of the peak hour load. In 2023 and 2024, this will increase to 116% and 117% respectively. Beginning in 2025 a new RA program will be implemented requiring LSEs show capacity to meet their hourly reliability needs, the “PRM” adder is still undetermined.

RE – Renewable Energy – Energy from a source that is not depleted when used, such as wind or solar power.

REC – Renewable Energy Certificate – A REC is the property right to the environmental benefits associated with generating renewable electricity. For instance, homeowners who generate solar electricity are credited with 1 solar REC for every MWh of electricity they produce. Utilities obligated to fulfill an RPS requirement can purchase these RECs on the open market.

RPS – Renewable Portfolio Standard – Law that requires CA utilities and other load serving entities (including CCAs) to provide an escalating percentage of CA qualified renewable power (culminating at 33% by 2020) in their annual energy portfolio.

Silicon Valley Clean Energy Revised: February 7, 2024
4 SB 100 – California Senate Bill 100 established a landmark policy requiring renewable energy and zero-carbon resources supply 100 percent of electric retail sales to end-use customers by 2045.

SMUD – Sacramento Municipality Utility District
SCE – Southern California Edison
SDG&E – San Diego Gas & Electric
TOB – Tariff On-bill – Tariff On-Bill Financing is a model in which utilities use a tariff to enable customers to pay back the cost of a solar panel without credit or income level conditions.

TOU – Time-of-Use Rates – The pricing of delivered electricity based on the estimated cost of electricity during a particular time-block. Time-of-use rates are usually divided into three or four time-blocks per 24 hour period (on-peak, midpeak, off-peak and sometimes super off-peak) and by seasons of the year (summer and winter). Real time pricing differs from TOU rates in that it is based on actual (as opposed to forecasted) prices that may fluctuate many times a day and are weather sensitive, rather than varying with a fixed schedule.

Unbundled RECs – Renewable energy certificates that verify a purchase of a MWH unit of renewable power where the actual power and the certificate are “unbundled” and sold to different buyers.

VPP – Virtual Power Plant – A cloud-based energy supply made up of a collection of an aggregation of distributed energy resources (DERs), such as smart EV chargers, smart thermostats, building energy management systems, battery storage systems, solar PV and smart inverters.
24/7 – Goal of supplying consumer energy demand with 100% carbon-free energy at all hours of the day

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Silicon Valley Clean Energy Authority
Board of Directors Meeting
Wednesday, January 10, 2024
7:00 pm
Cupertino Community Hall
10350 Torre Avenue
Cupertino, CA
2302 Zanker Road
San Jose, CA

DRAFT MEETING MINUTES
Call to Order:

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

Prior to Roll Call, Director Chua stated she was participating remotely pursuant to AB 2449 under the “Just Cause” provision due to a physical disability that could not be accommodated and her spouse was present in the room.

Roll Call

Present:

George Tyson (Chair), Los Altos Hills
Tina Walia (Vice Chair), Saratoga
Elliot Scozzola, Campbell
Hung Wei, Cupertino
Rebeca Armendariz, Gilroy (participated remotely)
Sally Meadows, Los Altos
Rob Rennie, Los Gatos
Evelyn Chua, Milpitas (participated remotely)
Bryan Mekechuk, Monte Sereno
Yvonne Martinez Beltran, Morgan Hill
Pat Showalter, Mountain View
Larry Klein, Sunnyvale

Absent:

Otto Lee, Santa Clara County
Public Comment on Matters Not Listed on the Agenda
No speakers.

Adopt Resolution Commending George Tyson for His Dedicated Service as Chair of the Board of Directors in 2023
Vice Chair Walia presented Chair Tyson with a plaque and resolution on behalf of the Board of Directors and thanked him for his leadership as Chair in 2023.

Item 1a Draft Minutes: Jan. 10, 2024 SVCE BOD Meeting
SILICON VALLEY \3/ CLEAN ENERGY

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Vice Chair Walia opened public comment.

No speakers.

Vice Chair Walia closed public comment.

Board members shared their appreciation for Chair Tyson’s service as Chair; Chair Tyson provided brief comments.

MOTION: Director Rennie moved and Director Mekechuk seconded the motion to adopt Resolution 2024-01 Commending Director George Tyson for his dedicated service as Chair of the SVCE Board of Directors in 2023.

The motion carried unanimously by verbal roll call vote with Director Lee absent.

Consent Calendar
There were no questions or comments from the Board; there were no requests from the public to speak on any matter on the Consent Calendar.
1a) Approve Minutes of the December 13, 2023, Board of Directors Meeting 1b) Receive November 2023 Treasurer Report
1c) Appoint SVCE Treasurer/Auditor and Board Secretary for 2024 1d) Receive SVCE Rate Schedules Effective Jan. 1, 2024
1e) Adopt Resolution to Update Non-Standard Pricing Agreement Policy to Clarify Supporting Products or Services
1f) Approve an Allocation of Program Fund Dollars of $3.45 million to Expand the FutureFit Homes Program and the Silicon Valley Building Electrification: Stronger Together (SVBEST) Program
1g) California Community Power Report
1h) Additional Committee Reports
MOTION: Vice Chair Walia moved and Director Martinez Beltran seconded the motion to approve the Consent Calendar, Items 1a through 1h.

The motion carried unanimously by verbal roll call vote with Director Lee absent.

Regular Calendar
2) CEO Report (Discussion)
CEO Girish Balachandran addressed the following in his report:
1) Zoe Elizabeth, Deputy Director of Decarbonization Programs and Policy, provided an update on the Ninth Circuit Ruling on the Berkeley gas ban, noting SVCE staff would be available to work with member agency staff and answer any questions;
2) An update from COO and Director of Power Resources Monica Padilla on her transition to CEO; and
3) A report on the first meeting of the Transition Ad Hoc Committee.

Chair Tyson opened Public Comment.

No speakers.

Chair Tyson closed Public Comment.
3) Elect a Chair and Vice Chair of the SVCE Board of Directors for 2024 (Action) Item 1a Draft Minutes: Jan. 10, 2024 SVCE BOD Meeting

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Sr. Executive Assistant and Board Clerk Andrea Pizano introduced the item and noted interest was received for Chair and Vice Chair of the Board from the following board members:

Chair – Director Tina Walia
Vice Chair – Director Yvonne Martinez Beltran, Director Bryan Mekechuk and Director George Tyson Chair Tyson opened the floor for additional nominations for the role of Chair; there were none.

Director Walia provided brief comments on her interest in serving as Chair.

Chair Tyson opened Public Comment.

No speakers.

Chair Tyson closed Public Comment.

MOTION: Director Mekechuk moved and Director Martinez Beltran seconded the motion to appoint Director Tina Walia as Chair of the 2024 SVCE Board of Directors.

The motion carried unanimously by roll call vote with Director Lee absent.

Director Tyson announced newly appointed Chair Walia would preside over the remainder of the meeting; Chair Walia thanked board members and provided brief comments.

Chair Walia opened the floor for additional nominations for the role of Vice Chair; there were none.

Chair Walia requested Director Martinez Beltran, Director Mekechuk and Director Tyson speak briefly to their interest in the role of Vice Chair; the Directors provided comments on their interest.

Board members provided comments of support.

Chair Walia summarized the process for selection of the Vice Chair:
• A roll call vote would be taken on the three Directors who expressed interest in Vice Chair; • Board members would vote for their selection of Vice Chair by name; • In the event a majority vote of seven was not reached, the two individuals with the highest votes would proceed to an additional round of votes until seven votes were received for one person.

Board Clerk Pizano noted members would be called on in alphabetical order by member agency.

VOTE FOR THE POSITION OF VICE CHAIR (1st):

Director Scozzola: Martinez Beltran
Alternate Director Wei: Tyson
Alternate Director Armendariz: Martinez Beltran
Director Meadows: Tyson
Director Tyson: Tyson
Director Rennie: Martinez Beltran
Director Chua: Tyson
Director Mekechuk: Mekechuk
Director Martinez Beltran: Martinez Beltran
Director Showalter: Martinez Beltran
Director Walia: Tyson
Director Klein: Tyson
Board Clerk Pizano reported six votes for Director Tyson, five votes for Director Martinez Beltran, one vote for Mekechuk.

Since a majority vote of seven was not reached, the group proceeded with a second round of votes with Director Martinez Beltran and Director Tyson.

VOTE FOR THE POSITION OF VICE CHAIR (2nd):

Item 1a Draft Minutes: Jan. 10, 2024 SVCE BOD Meeting

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Director Scozzola: Martinez Beltran
Alternate Director Wei: Tyson
Alternate Director Armendariz: Martinez Beltran
Director Meadows: Tyson
Director Tyson: Tyson
Director Rennie: Martinez Beltran
Director Chua: Tyson
Director Mekechuk: Tyson
Director Martinez Beltran: Martinez Beltran
Director Showalter: Martinez Beltran
Director Walia: Tyson
Director Klein: Tyson
Board Clerk Pizano reported seven votes for Director Tyson, and five votes for Director Martinez Beltran.

MOTION: Director Rennie moved and Director Martinez Beltran seconded the motion to appoint Director George Tyson as Vice Chair of the SVCE Board of Directors for 2024.

The motion carried unanimously by verbal roll call vote with Director Lee absent. 4) Appoint Directors to the 2024 SVCE Executive Committee (Action) Board Clerk Pizano reported six Directors expressed interest in joining the 2024 Executive Committee:

Director Yvonne Martinez Beltran,
Director Larry Klein,
Director Sally Meadows,
Director Bryan Mekechuk,
Director George Tyson, and
Director Tina Walia.

Chair Walia opened Public Comment.

No speakers.

Chair Walia closed Public Comment.

MOTION: Director Rennie moved and Director Scozzola seconded the motion to appoint the following directors to the 2024 SVCE Executive Committee: Director Tina Walia, Director Bryan Mekechuk, Director Yvonne Martinez Beltran, Director Larry Klein, Director George Tyson, and Director Meadows.

The motion carried unanimously by verbal roll call vote with Director Lee absent.

Board Member Announcements and Future Agenda Items
Director Chua shared she recommended to the Milpitas City Council a “Going Electric Tuesday” with a section dedicated on the City of Milpitas’ website.

Adjourn
Chair Walia adjourned the meeting at 7:55 p.m.

ATTEST:
_____________________________
Andrea Pizano, Board Secretary
Item 1a Draft Minutes: Jan. 10, 2024 SVCE BOD Meeting
1 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 8-11
Monthly Change in Net Position 12
Investments Report 13
Customer Accounts and Aging Report 14
Certificate of Compliance 15
SVCE Managed Account & Security Transactions 16-19
Item 1b December 2023 Treasurer Report
SILICON VALLEY <3/ CLEAN ENERGY

TREASURER REPORT
Fiscal Year to Date
As of December 31, 2023
(Preliminary & Unaudited)
Issue Date: February 14, 2024
2 Item 1b December 2023 Treasurer Report

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights* ($ in millions)
December 31, 2023

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Balance Sheet Highlights:
> SVCE operations resulted in a change in net position of $20.8 million for the month of December and $39 million for fiscal-year-to-date (FYTD).* > Total Net Position increased further to $363.5 million. > SVCE is investing -90% of available funds generating FYTD interest/dividend income of over $5.9 million.

Net Position (Right Y-Axes) Adjusted Budget (Left Y-Axis)** Actual (Left Y-Axes) 'Does not yet recognize unspent program dollars
"For reconciliationpurposes,budget numbers include actualprogram expenses anddepreciation,exclude GASP87 expenses.

Days Cash on Hand (DCOH)
DCOH* ~ Maximum Reserves Target Reserves ।Minimum Reserves "Adjusted to reflect the Amended Budget (approved in December 2023) revisions and additional program funding SVCE Yield-bearing Accounts:

Combined Ending Balance 319.2 M
Total Interest/Div. Earned FYTD 5.7 M
Average Return On Investments** 5.3%
'
IncludesRiver Bank accounts -Money Market,Collateral andICS; CAMP; PFMPortfolio "Average annualizedYield for the current month
SVCE Accounts
Investment Income*
ActualCumulative Budget Actual
"Indudes investment income from SVCE Yield-bearing accounts plus interest on cash collateral 3 Item 1b December 2023 Treasurer Report

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights** ($ in millions)
December 31, 2023

Page 2 ends

Summary of Actual Results vs. Adjusted Budget (includes allocated but unspent pn > FYTD operating margin of $40.5million or 33.8% is above the adjusted budget expectations of 20.4% operating margin for the fiscal year to date. > FYTD Power Supply costs are -21.1% below budget.
> Retail GWh sales for the month of December and FYTD landed -6.5% and -6.1%below budget respectively.

Variance Explanation:

October and November - the vanance mainly reflects lower than estimated revenues due to smaller customer load, offset by lower operating expenses and higher investment income.

December - softer customer demand was fully offset by much larger savings in power supply cost and other operating expenses.

Net Increase in Available Fund Balance
Comparing Actuals to Adjusted Budget
S in thousands
December Fiscal YTD
Actual Adj. Budget | % Dif Actual Adj. Budget | % Dif Main Drivers:

Revenue 42.1 M 44.8 M -6.1% 119.8 M 126.3 M -5.1% • -6% lower than budgeted customer load for October-November.

Power Supply Cost 20.3 M 37.4 M -45.7% 79.4 M 100.6 M -21.1% • Lower costs on SVCE's net open position, environmental products and resource adeguacy.

Operating Margin 21 8 M 7.4 Mr 193.0% 40.5 M 25 8 M 57.2% Operating Expenses (ex Power) 2.3 M 2.7 M -13.9% 6.0 M 8.1 M -26.0% • Staffing vacancies, underrunning professional services, and lower marketing expenses Other Non-Op. Expen. (Income) -1.9M -0.5 Mr 261.2% 49.5 M 53 8 M -8.0% • Reflects higher Interest Income Net Increase in Available Fund
Balance 21.4 M 5.3 M 305.6% -15.0 M -36.1 M -58.5%
Customer Load Statistics:

Retail Sales - Actual vs Budget (GWh)
400.0 12%
350.0
300.0
250.0
200.0
150.0
100.0

50.0 RetailSales Actual (GWh) Retail Sales Budget (GWh) 05»
-3%
-6%
-9%
-12%
Customer Accounts and Participation Rate
Total Accounts 278,312
Opt-Out Accounts (Month) 51
Opt-Out Accounts (FYTD) 136
Opt-Up Accounts (Month) (5)
Opt-Up Accounts (FYTD) (29)
Load delationfrom the Budget (Right Y-Axes)
Program Funds:
'Customerb^d/e/endCornmun/tyfipr^encefund
Thednanore/rerufrmdurreportereprebnfieryendrubfeottoobenpependnpobs»->po/d>ebooArfordjefroe/yeer. Anypotenda/o/ienpererenotexpectedtobenprdibent Beginning Balance End Balance YTD Contributions YTD Expenditures General Program Fund $ 56,617,120 $ 86.405.684 $ 31.062.000 $ 1.273.436 CRCR Fund* $ 5.483.032 S 9.684.357 $ 4.300.000 $ 98.675 Electrification Discount Fund $ 9.446.460 s 9.401,412 S - $ 45.048 Building Fund $ - $ 20.000.000 S 20.000.000 $ -
4 Item 1b December 2023 Treasurer Report

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF NET POSITION
As of December 31, 2023
ASSETS
Current Assets
Cash & Cash Equivalents
Accounts Receivable, net of allowance
Investments
Accrued Revenue
Other Receivables
Prepaid Expenses
Deposits
Restricted cash
Total Current Assets
$ 244,519,467
37,706,844
50,585,967
28,159,129
4,677,600
2,298,322
912,900
164,793
369,025,022
Noncurrent assets
Capital assets, net of depreciation
Investments
Lease asset, net of amortization
Deposits
Total Noncurrent Assets
418,814
61,401,235
722,250
45,130
62,587,429
Total Assets 431,612,451

LIABILITIES
Current Liabilities
Accounts Payable
Accrued Cost of Electricity
Other accrued liabilities
User Taxes and Energy Surcharges due to other gov'ts
Supplier securit deposits
Lease liability
Total Current Liabilities
Noncurrent Liabilities
Supplier security deposits
Lease liability
Total noncurrent liabilities
Total Liabilities

NET POSITION
Net investment in capital assets
Restricted for security collateral
Unrestricted (deficit)
Total Net Position
931,515
39,021,716
1,169,170
1,368,037
945,000
515,036
43,950,474
23,881,250
271,024
24,152,274
68,102,748
355,004
164,793
362,989,906
$ 363,509,703
5 Item 1b December 2023 Treasurer Report

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
October 1, 2023 through December 31, 2023

OPERATING REVENUES
Electricity Sales, Net
GreenPrime electricity premium
Liquidated damages
Other income

TOTAL OPERATING REVENUES
$ 119,365,336
384,756
75,000
13,324
119,838,416

OPERATING EXPENSES
Cost of Electricity
Contract services
Staff compensation and benefits
Other operating expenses
Depreciation

TOTAL OPERATING EXPENSES
79,360,925
2,769,063
2,851,695
1,607,320
160,474
86,749,477
OPERATING INCOME(LOSS) 33,088,939

NONOPERATING REVENUES (EXPENSES)
Interest Income
Financing costs

TOTAL NONOPERATING REVENUES (EXPENSES)
5,910,451
(25,502)
5,884,949

CHANGE IN NET POSITION
Net Position at beginning of period
Net Position at end of period
38,973,888
324,535,815
$ 363,509,703
6 Item 1b December 2023 Treasurer Report

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF CASH FLOWS
October 1, 2023 through December 31, 2023

CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Receipts of security deposits
Other operating receipts
Payments to suppliers for electricity
Payments for other goods and services
Payments for staff compensation and benefits
Tax and surcharge payments to other governments
Net cash provided (used) by operating activities

CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES
Finance costs paid
Net cash provided (used) by financing activities

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Payments of lease liability
Acquisition of capital assets
Net cash provided (used) by capital and related
financing activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments
Proceeds from investment sales
Investment income received
Net cash provided (used) by investing activities
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of period
Reconciliation to the Statement of Net Position
Cash and cash equivalents (unrestricted)
Restricted cash
Cash and cash equivalents
$ 136,237,649
24,938,965
8,324
(119,976,834)
(6,531,617)
(2,987,610)
(2,390,777)
29,298,100
(25,502)
(25,502)
(129,705)
(52,679)
(182,384)
(24,942,886)
5,332,462
4,509,965
(15,100,459)
13,989,755
230,694,505
$ 244,684,260
$ 244,519,467
164,793
$ 244,684,260
7 Item 1b December 2023 Treasurer Report

SILICON VALLEY CLEAN ENERGY AUTHORITY
STATEMENT OF CASH FLOWS (Continued)
October 1, 2023 through December 31, 2023

RECONCILIATION OF OPERATING INCOME (LOSS) TO NET

CASH PROVIDED (USED) BY OPERATING ACTIVITIES
Operating Income (loss) $ 33,088,939
Adjustments to reconcile operating income to net cash
provided (used) by operating activities
Depreciation expense 160,474
(Increase) decrease in accounts receivable
(Increase) decrease in other receivables
(Increase) decrease in accrued revenue
(Increase) decrease in prepaid expenses
(Increase) decrease in current deposits
Increase (decrease) in accounts payable
Increase (decrease) in accrued cost of electricity
Increase (decrease) in accrued liabilities
Increase (decrease) in energy settlements payable
Increase (decrease) in taxes and surcharges due to other governments Increase (decrease) in supplier security deposits
Net cash provided (used) by operating activities
12,182,549
(106,597)
2,272,993
(945,145)
24,689,579
(1,915,723)
(41,725,192)
(112,390)
2,142,376
(358,763)
(75,000)
$ 29,298,100
8 Item 1b December 2023 Treasurer Report

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2023 through December 31, 2023

OPERATING REVENUES
FYTD
Actual
FYTD
Amended Budget
Variance FY 2023-24
Amended Budget
FY 2023-24
$ % Remaining Budget
Energy Sales $119,365,336 $126,022,359 -$6,657,023 -5% $552,667,000 $433,301,664 Green Prime Premium 384,756 303,582 $81,174 27% 1,968,000 1,583,244 Other Income 88,324 12,500 75,824 607% 50,000 (38,324)
TOTAL OPERATING REVENUES 119,838,416 126,338,441 (6,500,025) -5% 554,685,000 434,846,584

ENERGY EXPENSES
Power Supply 79,360,925 100,584,130 (21,223,205) -21% 399,546,000 320,185,075 Operating Margin 40,477,491 25,754,311 14,723,180 57% 155,139,000 114,661,509

33.8% 20.4%

OPERATING EXPENSES
Data Management 760,880 853,125 (92,245) -11% 3,413,000 2,652,120 PG&E Fees 301,283 367,500 (66,217) -18% 1,470,000 1,168,717 Salaries & Benefits 2,851,695 3,851,411 (999,716) -26% 15,406,000 12,554,305 Professional Services 956,982 2,021,119 (1,064,137) -53% 8,084,000 7,127,018 Marketing & Promotions 255,246 337,313 (82,067) -24% 1,349,000 1,093,754 Notifications 110,969 5,250 105,719 2014% 21,000 (89,969) Lease 130,962 137,813 (6,851) -5% 551,000 420,038
General & Administrative 617,655 516,653 101,002 20% 2,067,000 1,449,345 TOTAL OPERATING EXPENSES 5,985,672 8,090,184 (2,104,512) -26% 32,361,000 26,375,328 OPERATING INCOMEZ(LOSS) 34,491,819 17,664,127 16,827,692 95% 122,778,000 88,286,181

NON-OPERATING REVENUES
Investment Income 5,910,451 1,608,408 4,302,043 267% 6,434,000 523,549 TOTAL NON-OPERATING REVENUES 5,910,451 1,608,408 4,302,043 267% 6,434,000 523,549

NON-OPERATING EXPENSES
Financing 20,958 750 20,208 2694% 3,000 (17,958)
CAPITAL EXPENDITURES, TRANSFERS.
& OTHER
Capital Outlay 42,172 12,500 29,672 237% 50,000 7,828
Transfer to Programs Fund 28,874,000 28,874,000 - 0% 28,874,000 - Nuclear Allocation 2,188,000 2,188,000 - 0% 2,188,000 - Transfer to Building Fund 20,000,000 20,000,000 - 20,000,000 - Transfer to CRCR Fund 4,300,000 4,300,000 - 0% 4,300,000 - Transfer from Electrification Discount Fund (45,048) - (45,048) n/a - 45,048 Transfer from CRCR Fund - customer bill relief - - - n/a - - TOTAL OTHER USES 55,359,124 55,374,500 (15,376) 0% 55,412,000 52,876 49,469,631 53,766,842

NET INCREASE(DECREASE) IN AVAILABLE
FUND BALANCE -$14,977,812 -$36,102,715 $21,124,903 _ -59% $73,797,000 9 Item 1b December 2023 Treasurer Report

SILICON VALLEY CLEAN ENERGY AUTHORITY

GENERAL PROGRAM FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2023 through December 31, 2023

ADOPTED ACTUAL/

BUDGET ADOPTED
REVENUE & OTHER SOURCES: BUDGET ACTUAL REMAINING BUDGET Transfers in - General Programs $ 28,874,000 $ 28,874,000 $ 100.0% Transfers in - Nuclear Allocation $ 2,188,000 $ 2,188,000 $ 100.0% Total $ 31,062,000 $ 31,062,000 $
EXPENDITURES & OTHER USES:

Program expenditures* 27,099,994 1,273,436 25,826,558 4.7% Net increase (decrease) in fund balance $ 3,962,006 $29,788,564 Fund balance at beginning of period 56,617,120
Fund balance at end of period $86,405,684

CUSTOMER RELIEF & COMMUNITY RESILIENCY FUND
BUDGETARY COMPARISON SCHEDULE*
October 1, 2023 through December 31, 2023
REVENUE & OTHER SOURCES:

Transfer from Operating Fund
BUDGET
$ 4,300,000
ACTUAL
$ 4,300,000

ADOPTED
BUDGET

REMAINING
$

ACTUAL/

ADOPTED
BUDGET
100.0%
EXPENDITURES & OTHER USES:

Customer bill relief credit 4,300,000 - 4,300,000 0.0%
Other program expenditures 3,535,082 98,675 3,436,407 2.8% Total Program expenditures 7,835,082 98,675 7,736,407
Net increase (decrease) in fund balance $ (3,535,082) 4,201,325 Fund balance at beginning of period 5,483,032
Fund balance at end of period $9,684,357
10 Item 1b December 2023 Treasurer Report

ELECTRIFICATION DISCOUNT FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2023 through December 31, 2023
REVENUE & OTHER SOURCES: BUDGET ACTUAL

ADOPTED
BUDGET

REMAINING

ACTUAL/

ADOPTED
BUDGET
Transfer from Operating Fund * $ $ $ #DIV/0!
EXPENDITURES & OTHER USES:

Program expenditures * 600,000 45,048 554,952 7.5%
Net increase (decrease) in fund balance $ (600,000) (45,048) Fund balance at beginning of period 9,446,460
Fund balance at end of period $9,401,412

BUILDING FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2023 through December 31, 2023
REVENUE & OTHER SOURCES:

Transfer from Operating Fund *
EXPENDITURES & OTHER USES:

Program expenditures *

ADOPTED ACTUAL/

BUDGET ADOPTED

BUDGET ACTUAL REMAINING BUDGET
$ 20,000,000.00 $ 20,000,000.00 $ 100.0%
Net increase (decrease) in fund balance
Fund balance at beginning of period
Fund balance at end of period
$ 20,000,000 20,000,000
$20,000,000
11 Item 1b December 2023 Treasurer Report

SILICON VALLEY CLEAN ENERGY AUTHORITY

OPERATING FUND

BUDGET RECONCILIATION TO STATEMENT OF

REVENUES, EXPENSES AND CHANGES IN NET POSITION
October 1, 2023 through December 31, 2023
Net Increase (decrease) in available fund balance
per budgetary comparison schedule $ (14,977,812)
Adjustments needed to reconcile to the changes
in net position in the Statement of Revenues,
Expenses and Changes in Net Position
Subtract depreciation expense (160,474)
Subract program expense not in operating budget (1,372,111) Add back GASB 87 expenses not in operating budget 125,161 Add back transfer to Program fund r
55,316,952
Add back capital asset acquisition 42,172
Change in Net Position 38,973,888
12 Item 1b December 2023 Treasurer Report

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
October 1, 2023 through December 31, 2023
October November December January February March April May June July August September YTD

OPERATING REVENUES
$ 5,702,895 $ 12,516,034 $ 20,754,959 $ $ $ $ $ $ $ $ $ $ 38,973,888 Electricity sales, net $ 37,692,603 $ 39,705,552 $ 41,967,181 $ 119,365,336 Green electricity premium 136,391 $ 117,438 $ 130,927 384,756 Liquidated damages - $ 75,000 $ 75,000
Other Income 2,500 $ 4,974 $ 5,850 13,324
Total operating revenues 37,831,494 r
39,902,964 42,103,958 r
- - - 119,838,416

OPERATING EXPENSES
Cost of electricity 31,160,273 $ 27,896,672 $ 20,303,980 79,360,925 Staff compensation and benefits 910,013 $ 913,400 $ 1,028,282 2,851,695 Data manager 253,895 $ 253,378 $ 253,607 760,880
Service fees - PG&E 98,425 $ 98,101 $ 104,757 301,283
Consultants and other professional fees 541,215 $ 504,693 $ 660,992 1,706,900 Other operating expenses 420,848 $ 324,106 $ 862,366 1,607,320 Depreciation 49,996 $ 56,455 $ 54,023 160,474
Total operating expenses 33,434,665 30,046,805 23,268,007 86,749,477 Operating income (loss) 4,396,829 9,856,159 18,835,951 33,088,939

NONOPERATING REVENUES (EXPENSES)
Grant income - $ $ -
Interest income 1,312,249 $ 2,670,244 $ 1,927,958 5,910,451 Financing costs (6,183) $ (10,369) $ (8,950) (25,502)
Total nonoperating revenues (expenses) 1,306,066 2,659,875 1,919,008 5,884,949

CHANGE IN NET POSITION
Item 1b December 2023 Treasurer Report

SILICON VALLEY CLEAN ENERGY AUTHORITY

INVESTMENTS SUMMARY
October 1, 2023 through December 31, 2023
Ending Balance of SVCE Accounts: Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts $ 22,348,341 $ 32,458,101 $ 46,012,498 $ $ $ $ $ $ $ $ $ California Asset Management Program (CAMP) $ 196,558,074 $ 184,428,757 $ 199,405,498 $ $ $ $ $ $ $ $ $ PFM Asset Management Investment Portfolio $ 111,010,094 $ 111,598,147 $ 113,008,833 $ $ $ $ $ $ $ $ $ Total Ending Balance $ 329,916,509 $ 328,485,005 $ 358,426,829 $ $ $ $ $ $ $ $ $ Return On Investments:

Annual % Yield Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts 3.47% 3.58% 3.73%
California Asset Management Program (CAMP) 5.56% 5.58% 5.55% PFM Asset Management Investment Portfolio 5.41% 5.42% 5.40% Average Return On Investments: 5.37% 5.33% 5.27%
Interest Earned Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts $ 9,534 $ 9,534 $ 11,867 $ $ $ $ $ $ $ $ $ California Asset Management Program (CAMP) $ 830,321 $ 870,683 $ 976,741 $ $ $ $ $ $ $ $ $ PFM Asset Management Investment Portfolio $ 622,598 $ 1,124,697 $ 1,223,686 $ $ $ $ $ $ $ $ $ Total Interest/Div. Earned $ 1,462,452 $ 2,004,914 $ 2,212,294 $ $ $ $ $ $ $ $ $ CAMP Portfolio Statistics
As of December 31, 2023
Beginning of the Month Market Value $ 184,428,757
Ending of The Month Market Value $ 199,405,498
Yield at Market 5.55%
Weighted Average Maturity (days) 48
PFM Portfolio Statistics
As of December 31, 2023
SVCE PFM Portfolio Investments Maturity Distribution
J0%

25.93%
ICE BofA 0-3 Year U.S. Treasury Index

0.00%
SVCE Investment Policy:
10/FP-08 lnvestments-Policy-F.pdf
2- 3 Years 3-4Years 4- 5Years Over 5 Years

3.73%
Portfolio Par Value $ 112,761,668
Portfolio Market Value (icl Accrued Interest) $ 113,008,833 Yield at Cost 5.40%
Yield at Market 4.92%
Benchmark Yield* 4.59%
Weighted Average Maturity (days) 553
Item 1b December 2023 Treasurer Report

SILICON VALLEY CLEAN ENERGY AUTHORITY

RETAIL SALES, CUSTOMER ACCOUNTS AND AGING REPORT
October November December January February March April May June July August Sept YTD Retail Sales Actual (GWh) 312.6 302.5 327.8 943
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 1,004 Load deviation from the Budget -5.8% -6.1% -6.5% -6.1%
Customer Participation Rate Res 96.3% 96.3% 96.2%
Customer Participation Rate Com 96.8% 96.7% 96.6%
Total Accounts 278,236 278,201 278,312 - - - - - - - - - Opt-Out Accounts 56 29 51 136
Opt-Up Accounts -18 -6 -5 -29
Age Summary (as of 1/1/2024)
<30 days $36,291,702
<60 days $2,088,824
<90 days $1,070,909
<120 days $775,171
Older $3,242,076
Accounts Receivable Days
29 Days
$43,468,683

TOTAL DUE
SVCE Arrearager Total for customers 31+ days late and 120+ days late 16 M
— >120 Days 31+ Days
Date Amount
High 11/29/2021 $7.99M
Low 4/17/2020 $2.54M
Current 7/31/2023 $7.2 M
• 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.

Bad Debt % (Budget)

0.90%
Bad Debt % (Actual)
November 2023 FYTD

0.41%
Total (L Axes) $308,552 $417,275 $415,187 $639,455 $885,995 $1,484,752 $495,673 % Revenue 0.12% 0.14% 0.14% 0.25% 0.23% 0.33% 0.41%
Av./Month (R Axes) $25,713 $34,773 $34,599 $53,288 $73,833 $123,729 $247,837 $320,000
$280,000
$240,000
$200,000
$160,000
$120,000
$80,000
$40/)00
Item 1b December 2023 Treasurer Report
Silicon Valley Clean Energy December 31, 2023
Certificate of Compliance
Acknowledged : PFM Asset Management LLC
During the reporting period for the period ended December 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").

Item 1b December 2023 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending December 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
11/27/23 12/04/23 HOME DEPOT INC CORPORATE NOTES
DTD 12/04/2023 4.950% 09/30/2026
437076CV2 235,000.00 (234,485.35) 0.00 (234,485.35)
12/04/23 12/11/23 CCCIT 2023-Al Al 17305EGW9 245,000.00 (244,969.28) 0.00 (244,969.28) DTD 12/01/2023 5.230% 12/01/2027
12/05/23 12/08/23 JP MORGAN CORP NOTES (CALLABLE)
DTD 12/08/2023 5.110% 12/08/2026
48125LRU8 600,000.00 (600,000.00) 0.00 (600,000.00)
12/05/23 12/12/23 INTER-AMERICAN DEVEL BK NOTES 4581X0EM6 850,000.00 (849,277.50) 0.00 (849,277.50) DTD 12/12/2023 4.375% 02/01/2027
12/07/23 12/14/23 BACCT 2023-A2 A2
DTD 12/14/2023 4.980% 11/15/2028
05522RDH8 355,000.00 (354,952.32) 0.00 (354,952.32)
Transaction Type Sub-Total 2,285,000.00 (2,283,684.45) 0.00 (2,283,684.45)

INTEREST
12/01/23 12/01/23 JPMORGAN CHASE & CO (CALLABLE)

CORP NOTE
DTD 06/01/2021 0.824% 06/01/2025
46647PCH7 600,000.00 0.00 2,472.00 2,472.00
12/01/23 12/25/23 FHMS K057 A2
DTD 09/28/2016 2.570% 07/01/2026
3137BRQJ7 1,175,000.00 0.00 2,516.46 2,516.46
12/01/23 12/25/23 FHMS K058 Al
DTD 11/09/2016 2.340% 07/01/2026
3137BSP64 525,596.31 0.00 1,024.91 1,024.91
12/01/23 12/25/23 FHMS K054 A2
DTD 04/20/2016 2.745% 01/01/2026
3137BNGT5 1,100,000.00 0.00 2,516.25 2,516.25
12/01/23 12/25/23 FHMS K065 Al
DTD 07/24/2017 2.864% 10/01/2026
3137F1G36 808,229.13 0.00 1,928.97 1,928.97
12/01/23 12/25/23 FNA 2015-M11A2
DTD 07/30/2015 2.848% 04/01/2025
3136APSZ6 655,273.56 0.00 1,555.34 1,555.34
12/01/23 12/25/23 FHMS K736 A2
DTD 09/01/2019 2.282% 07/01/2026
3137FNWX4 750,000.00 0.00 1,426.25 1,426.25
12/01/23 12/25/23 FHMS K729 A2
DTD 01/01/2020 2.525% 10/01/2026
3137FOXJ7 1,050,000.00 0.00 2,209.38 2,209.38
12/01/23 12/25/23 FHMS K733 A2
DTD 11/09/2018 3.750% 08/01/2025
3137FJXQ7 571,548.75 0.00 1,786.09 1,786.09
12/01/23 12/25/23 FHMS K039 A2
DTD 09/01/2014 3.303% 07/01/2024
3137BDCW4 1,125,083.64 0.00 3,096.79 3,096.79
PFM Asset Management LLC Account 4025-002 Page 21
Item 1b December 2023 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending December 31, 2023 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type
Trade Settle Security Description
Principal
CUSIP Par Proceeds
Accrued
Interest Total
Realized G/L
Cost
Realized G/L Sale
Amort Cost Method

INTEREST
DTD 11/21/2023 5.740% 06/15/2028
12/01/23 12/25/23 FHMS K059 A2
DTD 11/29/2016 3.120% 09/01/2026
3137BSRE5 700,000.00 0.00 1,820.00 1,820.00
12/09/23 12/09/23 NATIONAL AUSTRALIA BK/NY

CORPORATE NOTES
DTD 06/09/2022 3.500% 06/09/2025
63254ABD9 500,000.00 0.00 8,750.00 8,750.00
12/14/23 12/14/23 VISA INC (CALLABLE) CORP NOTES
DTD 12/14/2015 3.150% 12/14/2025
92826CAD4 1,000,000.00 0.00 15,750.00 15,750.00
12/15/23 12/15/23 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
12/15/23 12/15/23 WOART 2023-D A2A
DTD 11/08/2023 5.910% 02/16/2027
98164DAB3 350,000.00 0.00 2,125.96 2,125.96
12/15/23 12/15/23 HART 2023-C A2A
DTD 11/13/2023 5.800% 01/15/2027
4491SCABS 645,000.00 0.00 3,325.33 3,325.33
12/15/23 12/15/23 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
12/15/23 12/15/23 ALLYA 2023-1A3
DTD 07/19/2023 5.460% 05/15/2028
02007WAC2 500,000.00 0.00 2,275.00 2,275.00
12/15/23 12/15/23 TAOT 2023-D A3
DTD 11/14/2023 5.540% 08/15/2028
89239FAD4 240,000.00 0.00 1,144.93 1,144.93
12/15/23 12/15/23 US TREASURY NOTES
DTD 12/15/2022 4.000% 12/15/2025
91282CGA3 2,500,000.00 0.00 50,000.00 50,000.00
12/15/23 12/15/23 HDMOT 2023-B A3
DTD 09/27/2023 5.690% 08/15/2028
41285YAC9 935,000.00 0.00 4,433.46 4,433.46
12/15/23 12/15/23 COPAR 2023-2 A2A
DTD 10/11/2023 5.910% 10/15/2026
14044EAB4 1,100,000.00 0.00 5,417.50 5,417.50
12/15/23 12/15/23 MBART 2023-2 A2
DTD 10/25/2023 5.920% 11/16/2026
58769FAB1 315,000.00 0.00 1,554.00 1,554.00
12/15/23 12/15/23 HART 2022-C A3
DTD 11/09/2022 5.390% 06/15/2027
44933DAD3 550,000.00 0.00 2,470.42 2,470.42
12/15/23 12/15/23 AMXCA 2023-3 A
DTD 09/19/2023 5.230% 09/15/2028
02582JKD1 825,000.00 0.00 3,595.62 3,595.62
12/15/23 12/15/23 BAAT 2023-2A A3 06054YAC1 840,000.00 0.00 3,214.40 3,214.40 PFM Asset Management LLC Account 4025-002 Paqe 22
Item 1b December 2023 Treasurer Report
1-z 1
)
\ /\ | | §)
Managed Account Security Transactions & Interest For the Month Ending December 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

INTEREST
12/15/23 12/15/23 FORDO 2023-C A3
DTD 11/21/2023 5.530% 09/15/2028
344940AD3 340,000.00 0.00 1,253.47 1,253.47
12/15/23 12/15/23 NAROT 2023-B A2A
DTD 10/25/2023 5.950% 05/15/2026
65480MAB9 925,000.00 0.00 4,586.46 4,586.46
12/16/23 12/16/23 GMCAR 2023-4 A3
DTD 10/11/2023 5.780% 08/16/2028
379930AD2 470,000.00 0.00 2,263.83 2,263.83
12/20/23 12/20/23 VALET 2023-2 A2A 92867YAB0 515,000.00 0.00 2,373.01 2,373.01 DTD 11/21/2023 5.720% 03/22/2027
12/21/23 12/21/23 HAROT 2023-4 A3
DTD 11/08/2023 5.670% 06/21/2028
438123AC5 195,000.00 0.00 1,320.64 1,320.64
12/22/23 12/22/23 PFAST 2023-2A A2A
DTD 11/10/2023 5.880% 11/23/2026
732916AB7 1,100,000.00 0.00 7,546.00 7,546.00
12/31/23 12/31/23 US TREASURY NOTES
DTD 06/30/2023 4.625% 06/30/2025
91282CHL8 5,000,000.00 0.00 115,625.00 115,625.00
Transaction Type Sub-Total 29,435,731.39 0.00 266,947.51 266,947.51

PAYDOWNS
12/01/23 12/25/23 FHMS K058 Al 3137BSP64 13,851.16 13,851.16 0.00 13,851.16 709.87 0.00 DTD 11/09/2016 2.340% 07/01/2026
12/01/23 12/25/23 FHMS K065 Al
DTD 07/24/2017 2.864% 10/01/2026
3137F1G36 22,490.76 22,490.76 0.00 22,490.76 970.79 0.00 12/01/23 12/25/23 FNA 2015-M11 A2
DTD 07/30/2015 2.848% 04/01/2025
3136APSZ6 1,066.28 1,066.28 0.00 1,066.28 41.69 0.00
12/01/23 12/25/23 FHMS K733 A2
DTD 11/09/2018 3.750% 08/01/2025
3137FJXO7 309.78 309.78 0.00 309.78 10.19 0.00
12/01/23 12/25/23 FHMS K039 A2
DTD 09/01/2014 3.303% 07/01/2024
3137BDCW4 53,264.90 53,264.90 0.00 53,264.90 859.31 0.00 12/15/23 12/15/23 CARMX 2022-2 A3
DTD 04/28/2022 3.490% 02/16/2027
14317HAC5 13,185.53 13,185.53 0.00 13,185.53 342.51 0.00 Transaction Type Sub-Total 104,168.41 104,168.41 0.00 104,168.41 2,934.36 0.00 SELL
PFM Asset Management LLC Account 4025-002 Page 23
Item 1b December 2023 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending December 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 SELL
12/05/23 12/06/23 US TREASURY NOTES 912828YE4 475,000.00 461,417.97 1,582.25 463,000.22 5,325.20 585.23 FIFO DTD 08/31/2019 1.250% 08/31/2024
12/05/23 12/06/23 US TREASURY NOTES 91282CFG1 500,000.00 492,851.56 4,330.36 497,181.92 2,929.68 686.86 FIFO DTD 08/31/2022 3.250% 08/31/2024
12/08/23 12/11/23 US TREASURY NOTES 91282CFG1 975,000.00 961,555.66 8,879.46 970,435.12 6,208.00 1,550.51 FIFO DTD 08/31/2022 3.250% 08/31/2024
Transaction Type Sub-Total 1,950,000.00 1,915,825.19 14,792.07 1,930,617.26 14,462.88 2,822.60 Managed Account Sub-Total (263,690.85) 281,739.58 18,048.73 17,397.24 2,822.60 Total Security Transactions ($263,690.85) $281,739.58 $18,048.73 $17,397.24 $2,822.60 PFM Asset Management LLC Account 4025-002 Page 24

Page 1 of 1 ends

Staff Report – Item 1c
Item 1c: Approve 2024 Updates to Exhibit C, Annual Energy Use, and Exhibit D, Voting Shares, of the SVCE Joint Powers Agreement
From: Girish Balachandran, CEO
Prepared by: Peyton Parks, Energy Services Lead
Kaley Dodson, Energy Services Specialist
Sangeetha Kumar, Data Engineer
Date: 2/14/2024

RECOMMENDATION
Approve update to Exhibits C & D in Silicon Valley Clean Energy’s (SVCE) Joint Powers Agreement (JPA) to reflect the member agencies’ energy demand and voting rights.

BACKGROUND
As referenced in Section 4.9.2 Voting Shares Vote of SVCE’s JPA, immediately following an affirmative percentage vote by the Board of Directors, two Directors may request a vote of the voting shares be held. A voting shares vote requires that the sum of all corresponding voting shares of Directors voting in the affirmative exceed a 50 percent majority. Voting shares are determined by the formula outlined in Section

4.9.3 Voting Shares Formula.

The Annual Energy Use (Exhibit C) and Voting Shares (Exhibit D) for each of SVCE’s 13 jurisdictions should be adjusted in SVCE’s JPA annually.

ANALYSIS & DISCUSSION
The Voting Shares Formula outlined in Section 4.9.3 specifies that for the first two years following the Effective Date (March 31, 2016) voting shares are based on annual electricity usage within the Party’s respective jurisdiction. Electricity usage combines quantities of electricity served to customers by SVCE, and by PG&E. Direct Access load is not included in this calculation. For annual Voting Shares calculations after the first two years, Section 4.9.3 specifies that the calculation be based on electric load served by the Authority only.

All Jurisdictions in SVCE territory received service for an entire calendar year in 2023. Each Party’s 2024 voting share was calculated as a percentage of total 2023 load served by SVCE only.

ATTACHMENTS

1. Update to Exhibit C, Annual Energy Use

2. Update to Exhibit D, Voting Shares
Item 1c
SILICON VALLEY \3/ CLEAN ENERGY
Exhibit C

Page 1 ends

EXHIBIT C

ANNUAL ENERGY USE
This Exhibit C is effective as of February 14, 2024.

Party kWh (2023*)
Campbell 164,283,900
Cupertino 187,016,182
Gilroy 209,847,647
Los Altos 106,343,698
Los Altos Hills 37,933,860
Los Gatos 157,271,622
Milpitas 592,994,821
Monte Sereno 14,145,514
Morgan Hill 183,807,244
Mountain View 514,376,591
Santa Clara County
(Unincorporated)
326,768,102
Saratoga 100,608,764
Sunnyvale 1,042,021,061
Total 3,637,419,006
*Data provided by Calpine Energy Solutions
Item 1c
Attachment 1
Exhibit D

Page 1 ends

EXHIBIT D

VOTING SHARES
This Exhibit D is effective as of February 14, 2024.

Party kWh (2023*) Voting Share
Section 4.9.2
Campbell 164,283,900 4.5%
Cupertino 187,016,182 5.1%
Gilroy 209,847,647 5.8%
Los Altos 106,343,698 2.9%
Los Altos Hills 37,933,860 1.0%
Los Gatos 157,271,622 4.3%
Milpitas 592,994,821 16.3%
Monte Sereno 14,145,514 0.4%
Morgan Hill 183,807,244 5.1%
Mountain View 514,376,591 14.1%
Santa Clara County
(Unincorporated)
326,768,102 9.0%
Saratoga 100,608,764 2.8%
Sunnyvale 1,042,021,061 28.6%
Total 3,637,419,006 100.0%
*Data provided by Calpine Energy Solutions
**Data may not sum to 100% due to rounding
Item 1c
Attachment 2

Page 1 of 3 ends

Staff Report – Item 1d
Item 1d:

From:

Prepared by:

Date:

RECOMMENDATION
Staff recommends the Board approve and authorize the CEO to execute an agreement with Arup US, Inc. (“Arup”) for the Electrification Solutions Analysis. The contract’s not to exceed amount is $295,000, of which SVCE’s maximum contribution would be $196,000.

BACKGROUND
In November 2020, the Board approved the Building Decarbonization Joint Action Plan, which identified a Feasibility Assessment for Natural Gas Phase Out by 2045 as a cornerstone action to support the decarbonization of existing buildings. The feasibility assessment’s scope encompassed the exploration of technical, legal, and economic barriers and opportunities for phasing out natural gas service in the SVCE service territory by 2045. Its results may inform future SVCE programs and local policies and regulations.

The Electrification Solutions Analysis is a key step in the broader feasibility assessment and is focused on identifying the technical and economic barriers associated with residential and small commercial water heating and space heating end uses. With over 230,000 natural gas water heaters and 165,000 natural gas furnaces in our residential and commercial buildings1, electrifying these appliances will be essential to phasing out natural gas service by 2045. These appliances are also the target of the Bay Area Air Quality District’s (“BAAQMD”) zero-nitrogen oxides appliance sale ban2 due to take effect starting in 2027, with key feasibility reports being developed by fall 2024.

As part of the broader Feasibility Assessment, SVCE has already commenced a separate analysis to explore the funding and financing mechanisms that can address the capital needs of widespread electrification. This Electrification Solutions Analysis will provide a more detailed estimate of what the costs might be for specific homes and businesses in the SVCE territory.

ANALYSIS & DISCUSSION
One key barrier to meeting local climate goals and implementing the BAAQMD appliance sale ban is the lack of detailed information about the number of homes and businesses that can easily electrify and the number that will find it difficult and expensive to do so. Average estimates are available, but given the complexity of electrifying certain existing building stock, the actual spread of likely costs for SVCE’s customers will be critical 1 SVCE Market Segmentation Study
2 https://www.baaqmd.gov/rules-and-compliance/rule-development/building-appliances Item 1d
SILICON VALLEY \3/ CLEAN ENERGY
Authorize the Chief Executive Officer to Execute an Agreement with Arup US, Inc. for Electrification Solutions Analysis with a Not to Exceed Limit of $295,000 through October 30, 2024
Girish Balachandran, CEO
Justin Zagunis, Director of Decarbonization Programs and Policy Jessamyn Allen, Program Lead
2/14/2024
Agenda Item: 1d Agenda Date: 2/14/2024

Page 2 of 3 ends

in understanding the support that customers will need. The Electrification Solutions Analysis will assess the SVCE building and appliance stock to:
• Identify key criteria that make water or space heating easy or difficult to electrify, which may include location of the existing appliances, available electric panel capacity, and work hazards (e.g. asbestos) • Categorize buildings or appliances by their electrification feasibility and determine the number of homes and businesses in each category
• Develop standardized electrification solutions for each category • Estimate the cost range of electrification for each category The analysis will expand upon previous building and market characterization studies to develop much more precise and actionable electrification solutions for space and water heating. The findings from this study will inform SVCE in designing programs and investing funds in a targeted way necessary to support electrification at scale, while also supporting BAAQMD appliance sale rules.

SVCE is collaborating with Peninsula Clean Energy (“PCE”) on this Electrification Solutions Analysis. SVCE will execute the contract with Arup and establish a cost share between SVCE and PCE. The study will include both SVCE and PCE service territories, with additional optional SVCE-specific tasks analysis, such as review of home inspection reports. While the study is focused on the two CCA territories, the goal is to develop a methodology that can be replicated for other Bay Area CCAs to standardize analyses across the region. This will make it easier for analyses to be performed and help generate a consistent understanding of the resources needed to support building electrification in the Bay Area and beyond.

SVCE staff solicited consultants for the Electrification Solutions Analysis through a competitive bid process, as shown below. The RFP had a strong response, with nine proposals submitted from qualified proposers. The review team included three SVCE staff and one staff member from PCE. After a thorough evaluation, the review team conducted virtual video interviews with selected finalists, and then selected Arup as the final consultant for the analysis support.

Arup proposed a methodical, systematic approach for the Electrification Solutions Analysis, which will help ensure the analysis can be replicated by other CCAs. Arup, in conjunction with its subcontractor Redwood Energy, brings substantial technical expertise including detailed knowledge and experience with building and electric codes, electric technology options, and retrofit costs, which will help ensure the analysis results are realistic and actionable.

Arup has also been chosen to conduct BayREN’s Bay Area Existing Building Study, which will evaluate the existing buildings in the Bay Area and their characteristics related to energy use and building decarbonization.

The SVCE Electrification Solutions Analysis will dive more deeply into specific building and appliance characteristics that impact electrification feasibility and drive costs, while also trying to map these characteristics at a high spatial resolution to better understand which communities are easier or more difficult

Item 1d
Agenda Item: 1d Agenda Date: 2/14/2024

Page 3 of 3 ends

to electrify. SVCE staff will coordinate with and leverage Arup’s support of the BayREN effort to avoid duplicative efforts and enhance each agency’s analyses.

STRATEGIC PLAN
As referenced in SVCE’s Strategic Plan Goal 13, Measure 3, this contract will update and refine sector-specific analysis to inform the development and updates to strategies for advancing decarbonization and resilience.

ALTERNATIVE
Do not authorize the CEO to execute the agreement with Arup and, instead, use existing staff resources to complete the analysis in-house. Staff does not recommend this alternative due to the limited staff resources and technical expertise needed for this analysis. Staff could also leverage existing analyses that use regional, generalized cost estimates for assessing local feasibility, but these resources likely have limited use to identify specific cost drivers and their local prevalence.

FISCAL IMPACT
Approval of this contract with Arup for $295,000 not-to-exceed will have no incremental fiscal impact. Funds for the Electrification Solutions Analysis performed under this contract come from the existing Feasibility Assessment for Natural gas Phase Out by 2045 programs allocation of $300,000 that was approved by the Board as part of the Building Decarbonization Joint Action Plan. PCE is contributing $99,000 to this joint effort and SVCE will have a maximum contribution of $196,000.

ATTACHMENTS

1. Agreement between SVCE and Arup US, Inc. for an Electrification Solutions Analysis Item 1d
1/2024 Version 1.0

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

FOR
Electrification Solutions Analysis
THIS AGREEMENT (“Agreement”), is entered into this Click here to enter DAY. day of ENTER MONTH., ENTER YEAR., 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 Francisco, CA 94105 (hereinafter referred to as "Consultant") (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 an electrification solutions analysis for space and water heating end uses upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on Click here to enter beginning of term., and shall terminate on October 30, 2024, 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 two-hundred and ninety-five thousand dollars ($295,000.00) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

4. TIME
Consultant and Authority agree that time is of critical importance regarding the Item 1d
Attachment 1
Draft Agreement: Arup US, Inc. and SVCE
1/2024 Version 1.0
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.

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.

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.

Item 1d
Attachment 1
Draft Agreement: Arup US, Inc. and SVCE
1/2024 Version 1.0

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. Consultantshall 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.

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
Draft Agreement: Arup US, Inc. and SVCE
1/2024 Version 1.0
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 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.

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 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 1d
Attachment 1
Draft Agreement: Arup US, Inc. and SVCE
1/2024 Version 1.0
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 by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement.

Item 1d
Attachment 1
Draft Agreement: Arup US, Inc. and SVCE
1/2024 Version 1.0
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.

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).

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 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 Item 1d
Attachment 1
Draft Agreement: Arup US, Inc. and SVCE
1/2024 Version 1.0
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 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. Cole Roberts (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 Item 1d
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receipt of further direction from the Authority.

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 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:

Cole Roberts
Arup US, Inc.
560 Mission St., Suite 700
San Francisco, CA 94105

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 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.

Item 1d
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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 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
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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 full and 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 Item 1d
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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, 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
_______________________________
Cole Roberts, Principal

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

CONSULTANT NAME
Arup US, Inc.

By: ________________________
Name: Cole Roberts
Title: 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
Item 1d
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Exhibit A
Scope of Services
There are roughly 234,000 buildings—single family, multifamily and small commercial— in the Silicon Valley Clean Energy (“SVCE”) territory, an additional 281,000 in Peninsula Clean Energy (“PCE”) territory, and roughly 2 million more in the Bay Area that can benefit from a standardized strategy for addressing the impending Bay Area Air Quality Management District (“BAAQMD”) rules on furnaces and water heaters. The Consultant, in partnership with Redwood Energy (“Redwood Energy”), will develop a standardized approach to creating, evaluating, and segmenting customer typologies in the two Community Choice Aggregator (“CCA”) territories that can help all jurisdictions in the Bay Area and beyond effectively target incentives and recommendations to electrify these water and space heating end uses.

The replicable approach will leverage feasibility typology with a decision support tool and Geographic Information System (“GIS”) based segmentation informed by a variety of data sources to support SVCE, PCE, other CCAs, and beyond. The proposed approach will enable SVCE and PCE to design programs and invest funds in a targeted way necessary to support electrification at scale, providing the costs, technical feasibility, and length of time to electrify residential and small commercial buildings that have been organized into building or equipment typologies considering factors such as:
• Residence form factor (e.g. single family, duplex, triplex, fourplex, low rise and high rise multifamily)
• Small commercial business type (e.g. coffee shop, full service restaurant, grocery store, office, retail, laundromat, carwash)
• Existing mechanical systems (e.g. ductless vs. ducted vs. radiant space heating, tank vs. on demand water heating)
• Electrical capacity (e.g. 60A apartments, 100A homes) • Work hazards (e.g. asbestos, lead paint)
This work will provide SVCE and PCE a clean, robust dataset to inform existing building electrification along with electrification pathways to achieve these targets. with a focus on only water heating and heating, ventilation, and air conditioning (“HVAC”) electrification and only the equipment regulated under BAAQMD’s Rules 9-4 and 9-6 1 . The Consultant understands that
the objective of this study is to:

1. Identify the building or equipment characteristics that impact the cost, technical feasibility, and length of time to electrify space and water heating in residential and commercial buildings.

2. Organize these characteristics into a set of ~10-12 building or equipment typologies

3. Identify & assess the electrification solutions, costs, and timelines for each typology

4. Determine the saturation of each typology across SVCE and PCE territories. 1 https://www.baaqmd.gov/rules-and-compliance/rule-development/building-appliances Item 1d
Attachment 1
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Task 0: Conduct a High-Level Literature Review
The Consultant will use their strong foundational understanding of the technical, economic, and social barriers to all-electric retrofits through their past work, along with CCA resources and external resources noted below to provide key insights about data needs and analysis approaches, as well as starting points for cost and complexity of building electrification. The Consultant will start by engaging with SVCE and PCE through an initial workshopping session to ensure they fully understand the available data from the participating counties and agencies and tailor the work plan, schedule, and scope to meet any requirements and requests beyond those made available in the initial Electrification Solutions Analysis Request for Proposals (“RFP”).

Existing CCA resources

SVCE PCE
Internal datasets County tax assessor data, gas data, electricity advanced metering infrastructure (“AMI”)
data, utility interconnection data
County tax assessor data, gas
data, hourly electric meter data,
Multiple Listing Service
(“MLS”) data, census data.

Internal reports 2022 Market Characterization Study – uses various data sets (American Community
Residential Appliance Saturation Survey
(“RASS”), Commercial Saturation Survey
(“CSS”), Commercial Building Stock
Summary (“CBSS”), CoStar, Data Axle) to
estimate the appliances and fuel types across
residential & commercial buildings in SVCE
territory
2035 Building Decarbonization
Analysis and underlying
spreadsheets.

Public reports SVCE Buildings Baseline Study:
https://svcleanenergy.org/research-analysis/#built-environment-research 100A Design Guidelines
2035 Building Decarbonization
Analysis
Other: Compiled data from existing home inspection
reports on home systems,
Potential external resources
• RMI reports and studies (various)
• TECH data & analyses: https://techcleanca.com/public-data/ • Redwood Energy studies: https://www.redwoodenergy.net/research • California Building Codes – code requirements related to appliance fuel type & electrification readiness (circuit & wiring requirements, panel capacity requirements, etc.)
• Building Electrification Institute reports and studies (various) • City of Palo Alto Buildings Baseline Study:
https://www.cityofpaloalto.org/files/assets/public/v/1/development-services/advisory-groups/green-building-task-force/palo-alto-zne-roadmap-final.pdf • MLS, Zillow, or Other.

Item 1d
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—
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The Consultant will complement this background knowledge with recently published reports and insights from their building electrification projects. Their review will include all sources noted above as well as additional sources such as publicly available surveys including the Commercial Buildings Energy Consumption Survey Data (“CBECs”), Residential Energy Consumption Survey Data (“RECs”), National Renewable Energy Laboratory’s (“NREL”) ResStock and ComStock databases, Building America publications and resources, and current and historic versions of the National Electrical Code (“NEC"). The Consultant’s past work with parcel-level assessor, GIS, and AMI data will inform the characteristic evaluation and data source review to ensure that they can use identified characteristics to appropriately segment building or equipment types based on electrification feasibility.

Deliverable: Powerpoint identifying and summarizing key findings, essential caveats, remaining questions, and data gaps from the review with links to sources.

Task 1: Identify Building or Equipment Characteristics That Impact Electrification Feasibility
Equipment that will be affected by BAAQMD’s Rule 9-4 and 9-6 includes new natural gas-fired space-heating furnaces and water heaters commonly found in residential and commercial applications, respectively.

For this task, the consultant will map out characteristics and configurations that impact electrification cost and technical feasibility. The Consultant anticipates that these characteristics and configurations include factors such as equipment location, duct size and condition, insulation, building age, building code cycle, peak annual demand, electrical panel size, underground or overhead utility connections, common construction type (e.g., slab or crawlspace foundation, presence of an attic, location of water heater and furnace). The Consultant recognizes that other factors will emerge from the research and may be supplemented by expert advice from the Consultant’s team members who have deep experience in electrification retrofits as well as ground truth data extracted from MLS databases and interviews. Understanding that this work will be operating in parallel with the BayREN Existing Buildings Study that the Consultant has been selected to lead, The Consultant will coordinate with the insights gathered through that effort to maximize value and reduce duplicative investigation and review.

To increase the likelihood that the characteristics identified enable replicable mapping of feasibility and building or equipment typologies developed, the Consultant will work seamlessly between their energy and data practitioners to explore the available GIS and parcel data to translate feature sets in these databases to electrification feasibility characteristics. MLS data will help ground truth the existing appliances in homes for sale and link to likelihood of features such as fuel type, appliance type, and panel size which will be evaluated through primary research as well. Additional datasets related to building characteristics and probability of certain appliances by location, age, and building type will be integral to ensuring a clear view of electrification feasibility and the recurring characteristics that will inform the set of building typologies to be analyzed. This will likely include datasets such as the PG&E’s HomeIntel service, NREL ResStock and ComStock databases, parametric energy efficiency and electrified case measures from precedent studies, relevant prescriptive requirements from codes and standards based on Item 1d
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vintage, appliance and end-use information from statewide and national surveys, and similar datasets.

Deliverables: Summary report and spreadsheet listing the building or equipment characteristics and describing the impact on electrification in terms of cost, technical feasibility, length of time, and other relevant factors. Digital dashboard for viewing the data (proposed to be in PowerBI or GIS, or similar) to allow for parsing and viewing the data along the defined categories.

Task 2: Organize the Characteristics into Electrification Retrofit Groupings The Consultant will work with SVCE and PCE to identify a set of prioritized building or equipment groupings – based on the level of cost and difficulty of electrifying. This will be based on the equipment and building configurations identified in Task 1, through a collaborative process to ensure that the buildings selected represent the highest priority for electrification and meeting the BAAQMD rules. For each of these buildings identified, the Consultant will utilize the data collected and cleaned in Task 1 to identify the most common aspects of electrification challenges such as access to equipment, panel size, incoming service, and construction typology, and coalesce into representative typologies that appropriately describe each building segment.

These characteristics will inform the selection of electrification strategies and pathways in Task 3 and will be documented for review with SVCE and PCE. Additionally, to ensure the Consultant’s solution is replicable to other jurisdictions, the Consultant will evaluate the proposed typologies to determine how broadly applicable they are likely to be throughout the Bay Area and California.

Deliverables: Spreadsheet consolidating the identified characteristics under 10-12 different groupings and a short memorandum or summary set of slides detailing the characteristics of selected building and equipment configurations and the challenges associated with electrification. Address potential additional upgrades required to improve building systems at the time of electrification aligned with delinquent maintenance that impact equity considerations.

Provide a mapping to show how these selected typologies overlay to the SVCE and PCE territories based on the provided GIS and assessor data.

Task 3: Develop Standardized Measures to Electrification Based on Configurations The Consultant will identify existing electrification solutions for the distinct building or equipment characteristics and configurations identified in Tasks 1 & 2 and solicit SVCE and PCE feedback through a workshopping session to confirm logic, methodology, and focus. The Consultant will build on the Task 0 research and utilize a market research exercise to find the best available product categories and technologies that can replace fossil fuel-based appliances with electric alternatives. The Consultant will include both market-ready solutions, meaning that they have been tested, certified, and proven to be safe, reliable, and efficient, and emerging innovations that may fill gaps in the existing market. For each category, the Consultant will provide an initial estimate of cost range, timeline, and labor hours required to an American Association of Cost Engineering (“AACE”) Level 5 (Rough Order of Magnitude) estimate. Each of these will be refined in Task 4 when a preferred list of solutions is evaluated.

Item 1d
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To estimate the conditions that would impact electrification feasibility, the Consultant will develop a large-scale logic tree analysis that incorporates building or equipment features (e.g., occupancy and construction type, existing site conditions) alongside concerns such as permitting, workforce capabilities, local regulations and timeline to electrify informed by the research conducted in Task 0 and throughout this project lifetime. The Consultant will determine appropriate interventions based on available technology on the market today and create a decision-making tool that informs the pathways that can be used to electrify. The decision-making tool will visualize a path to electrification dependent on equipment options for electrification for each building or equipment type, and how that corresponds to different conditions.

Deliverables: Draft list of electrification solution sets and logic tree analysis documenting the Consultant’s methodology, typical range of costs for the electrification of each building or equipment type impacted by the proposed BAAQMD rules, existing site conditions that impact the feasibility to electrify, workforce impacts of each installation type, how each building type occupancy would be affected during the electrification retrofit, and the natural rate of turnover and timelines recommended. Crucial takeaways from this task will be summarized in a PowerPoint deck and supported with comprehensive data tables in the form of excel or similar.

Task 4: Identify and Assess the Electrification Solutions Building on the electrification solutions list developed in Task 3, the Consultant will provide a deep dive analysis into the preferred set of solutions, including limitations on available technology currently in the market, which solutions are emerging, and the cost breakdowns for materials, labor, and estimated overhead to implement. Building on the preliminary logic tree for identifying electrification pathways in Task 3, the Consultant will overlay considerations about technology cost and maturity and potential permit or local code barriers (e.g., setback requirements, acoustic considerations, height restrictions, etc.) that may impact feasibility of electrification. The Consultant will solicit SVCE and PCE’s feedback on this logic through a workshopping session.

To provide cost estimates, a bill of materials and hours buildup for installation of each measure will be used to provide a capital cost estimate for each solution to an AACE Level 4 estimate.

For this study, The Consultant will use reliable sources of data, such as industry cost books, precedent reports, and manufacturer outreach to estimate the average installation costs of each electric appliance. The Consultant will also refine the timeline to electrify each typology, based on the complexity, availability, and compatibility of the solution.

Additionally, the Consultant will identify the process barriers that could impede electrification, such as permitting, service upgrades, utility interconnection, financing, customer awareness, and regulatory policies. The Consultant will also provide recommendations and strategies to overcome these barriers and facilitate the transition to electrification. When no solutions exist for a building or equipment typology, the Consultant will explain why, and suggest alternatives or future directions.

Item 1d
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Deliverable: Electrification solutions report that details each solution set for the building typology, cost breakdowns, timeline, technical feasibility, and process barriers.

Task 5: Determine the Saturation of Each Typology within CCA Territory Task 5 is an extension of the GIS-based tool that the Consultant will develop throughout all the work. Building on the overlay of typologies in GIS, The Consultant will apply the likely electrification retrofits and strategies documented in Tasks 3 and 4 to the parcel basemaps. Using the key characteristics identified in Tasks 1 and 2 (size, age, location, equipment, energy use, etc.), combined with ground-truthed data from MLS, and inspector data (if available) the Consultant will provide probabilistic estimates of electrification opportunities.

Spatial analysis will be performed to identify the geographic clustering of each building or equipment typology, using tools such as ArcGIS. Based on the data available, clustering analysis techniques may be used to group the buildings based on their similarity and proximity.

Visualization tools, such as maps, charts, and graphs, taken from the proposed GIS interface, will be used to display the results of the spatial analysis and show the frequency and typical size of neighborhoods in the territories.

Deliverables: Saturation report that visually details each typology in the CCA territory through charts, maps, and/or graphics, accompanied by the GIS database and datasets that underpin the results. PowerPoint presentation summarizing the significant takeaways from the analysis. To better allow for scalability and replicability, the Consultant will detail the data cleaning and parsing to identify building or equipment characteristics, and the methodology for replicating data ingestion and segmentation by characteristics.

Optional Additional Tasks
Task 1: Home inspection report data review – SVCE may request the Consultant to gather, review, and aggregate data from home inspection reports. The Consultant will work with SVCE to determine the key data points to be gathered in the evaluation. Gathered data may inform the building or system characteristics that impact electrification feasibility and saturations of building or equipment typology. Should this additional service be requested by SVCE, SVCE and the Consultant will review and agree in writing a more detailed scope prior to commencement of work.

Deliverable: Spreadsheets aggregating home inspection report data Task 2: Stakeholder engagement incentives - SVCE may request the Consultant conduct stakeholder interviews or surveys and incentivize stakeholders. The Consultant will develop the engagement strategy, conduct interviews or surveys, aggregate stakeholder input, and offer stakeholders incentives for their participation. Gathered data may inform the building or system Item 1d
Attachment 1
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characteristics that impact electrification feasibility and saturations of building or equipment typology. Should this additional service be requested by SVCE, SVCE and the Consultant will review and agree in writing a more detailed scope prior to commencement of work.

Deliverable: Spreadsheet detailing stakeholder input
Item 1d
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Exhibit B
Schedule of Performance
The following table shows the Consultant’s proposed work plan and schedule for the project.

The subtasks outline how the Consultant intends to execute each Task. The Consultant’s Project Manager and relevant key staff (up to 3 Arup staff and 1 Redwood Energy staff) will meet with the Authority’s team leadership bi-weekly, or as needed, to discuss the project progress, issues, and feedback. Additional SVCE stakeholder engagement workshops are expected at the end of Tasks 3 and 4, with check-ins after Tasks 1 and 2.

This schedule may be modified with the written approval of the Authority. The intended start date is February22nd , 2024 and the intended end date for Tasks 1-5 of August 18th, 2024.

Item 1d
Attachment 1
Draft Agreement: Arup US, Inc. and SVCE
| Month Month 2 Month 3 Month 4 Month 5 Month 6
Task 0: Literature Review
Data and Reports Review
Summarize Findings
Task 1: Identify Building Characteristics
Organize and Clean Data
External Data Research
Organize and Clean Building Data
Define Vintages, Characteristics
Detail Issues Related to Characteristics
Identify Categories of Buildings —
Generate Data Scheme
Web-Based GIS/PowerBI Display
Task 2: Categorization
Map characteristics to typologies
Web-Based GIS/PowerBI Display
Task 3: Standardized Electrification Approaches
Develop list of electrification measures per typology
Create timeline for electrification installation
Identify conditions that would impact feasibility
Develop logic tree for each typology
Draft list of solution set for each typology
PowerPoint deck summary and data spreadsheet
Web-Based GIS/PowerBI Display
Task 4: Assess Electrification Solutions
Identify viable electrification solutions per typology
Quantify the cost of each solution
Identify process barriers
Create feasibility rubric and grade each solution
Draft electrification solutions report
Final electrification solutions report
Task 5: Determine Saturation
Review data from CCA characterization study
Review data from home inspection reports
Creative solutions including interviews, review of
permit data, buliding dept, records review
Web-Based GIS/PowerBI Display
Meetings
Kickoff meeting
Bi-weekly meetings * * * * * * * * *
SVCE stakeholder engagement workshops * *
Closeout Meeting *
Deliverables
PowerPoint summarizing findings with sources
Building characteristics and feasibility impact
spreadsheet
* *
Draft of electrification solution sets and logic tree * Saturation report with GIS database datasets
Draft electrification solutions report *
SVCE Draft electrification solutions report review * * Final electrification solutions report 1/2024 Version 1.0
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 two-hundred and ninety-five thousand dollars ($295,000), 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.

Task # Estimated
Budget
0 High-Level Literature Review $15,000
1 Identify Building/Equipment Characteristics $60,000
2 Organize characteristics into Typologies $15,000
3 Develop Standardized Electrification Approach $60,000 4 Identify and Assess Electrification Solutions $70,000 5 Determine Saturation of Each Typology $30,000
Total $250,000
SVCE may elect for Arup’s assistance with additional, optional tasks, up to the maximum estimated budgets.

Optional Tasks
Task Estimated Budget

1. Home inspection report data review $20,000

2. Stakeholder engagement incentives $25,000
Total $45,000
Arup US, Inc. (Consultant) Rates
Title Hourly
Charge Rate Key Personnel and Distribution of Effort
Principal $420 Cole Roberts (2%)
Associate Principal $315 Joerg Tonndorf, Heather Rosenberg (2%) Associate $270 Rob Best, Elizabeth Joyce, Santiago Icaza (all, 2%) Senior Engineer /
Consultant II $260 Edgar Gharibian, Mitul Thakkar, Ben Brannon (all, 2%) Senior Engineer
Consultant I $195 --
Engineer / Consultant II $185 Hayley Powers (8%)
Engineer / Consultant I $160 --(50%)
Item 1d
Attachment 1
Draft Agreement: Arup US, Inc. and SVCE
1/2024 Version 1.0
Graduate Consultant $125 --
Administrative Support $125 --(<1%)
Redwood Energy Rates
Title Hourly
Charge Rate Key Personnel
Principal $300 Sean Armstrong (3%)
Research Director $210 Emily Higbee (3%)
Research Analyst $185 --(3%)
Research Assistant II $170 --(8%)
Research Assistant I $160 --(4%)
Research Associate I $150 --(3%)
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 1d
Attachment 1
Draft Agreement: Arup US, Inc. and SVCE
1/2024 Version 1.0
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) 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.

Item 1d
Attachment 1
Draft Agreement: Arup US, Inc. and SVCE
1/2024 Version 1.0
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 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 Item 1d
Attachment 1
Draft Agreement: Arup US, Inc. and SVCE
1/2024 Version 1.0
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, 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. Arup is certified against Cyber Essentials, which is a UK based certification.

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 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 Item 1d
Attachment 1
Draft Agreement: Arup US, Inc. and SVCE
1/2024 Version 1.0
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.

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.

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 Item 1d
Attachment 1
Draft Agreement: Arup US, Inc. and SVCE
1/2024 Version 1.0
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
Draft Agreement: Arup US, Inc. and SVCE

Page 1 of 1 ends

Staff Report – Item 1e
Item 1e: Receive FY24 Q1 Decarbonization Strategy and Programs Quarterly Report From: Girish Balachandran, CEO
Prepared by: Justin Zagunis, Director of Decarbonization Programs and Policy Douglas Bernard, Decarbonization Management Analyst
Date: 2/14/2024

RECOMMENDATION
Staff recommends the Board accept the Q1 2024 update of the Decarbonization Strategy and Programs quarterly report.

BACKGROUND
To achieve its mission to reduce dependence on fossil fuels by providing carbon-free, affordable and reliable electricity and innovative programs for the community, SVCE established a decarbonization strategy and programs roadmap (abbv. “Roadmap”). In December 2018, the Board approved the Roadmap, and since that time, staff have been working on implementation.

ANALYSIS & DISCUSSION
Attachment 1 is an update of the Decarbonization Strategy and Programs quarterly report. The quarterly update includes a table with a summary of updates from last quarter and the target for next quarter.

STRATEGIC PLAN
This item supports SVCE’s 2023-2024 Strategic Plan Goals 13 and 14, to support “achieving energy and transportation GHG reductions of 30% from the 2015 baseline by 2021, 40% by 2025, and 50% by 2030” and to “coordinate development of decarbonization and resilience strategy, lead design of local policy, and design and deploy programs.”

FISCAL IMPACT
Accepting the Q1 2024 Update of the Decarbonization Strategy and Programs quarterly report has no fiscal impact.

ATTACHMENTS

1. Decarbonization Strategy & Programs Quarterly Report – Q1 2024 Update Item 1e
SILICON VALLEY \3/ CLEAN ENERGY
1,200 E-ELEC
customers
enrolled

DECARBONIZATION PROGRAMS
FY24 Q1 Milestones
Quarterly Report
1,303
EVs enrolled in
GridShift
470
completed
electrification
projects for
FutureFit Homes
Item 1e
Attachment 1

SILICON VALLEY

CLEAN ENERGY
Name Budget Potential Impact Cumulative Impact
To-Date Last Quarter (Update) Next Quarter (Target)
Electrification Rate
Discount $9.5M 5,000 customers enrolled 1,200 enrolled
Reevaluated program via
design review, updating
tracking system
2 awareness campaigns,
targeted outreach,
enrollment of 1,500
customers
CHIIP, including
Affordable Housing
EVI Incentives
$8.9M
25 MUDs with EVI
4,000 L1/L2 chargers at
affordable housing
23 reservations
(198 ports)
3 completed
(18 L2 and 20 L1)
Processed applications and
completed installations Expand enrollment
CALeVIP 1.0 $6M 85 DCFC installed
1,100 L2 installed
10 DCFC installed
227 L2 installed
Continued monitoring
installations
Continue making payments
to DCFC and L2 projects as
they are completed
Community Energy
Resilience $5.15M 13 agencies completeprojects
13 agencies finalized
agreements
Continued monitoring
progress of projects
Develop engagement plan,
develop standardized
EM&V
FutureFit Homes -
Residential
Incentives
$4.05M 750 homes fully/partially
electrified
470 homes
fully/partially
electrified
Continued to see strong
uptake in Q1 FY24, around
$400k in claims
Add induction and increase
flexibility around other
rebates, such as prewiring
& electrical upgrades
Decarbonization
Demonstration
Grants
$3.2M 8 local public facing
electric projects 1 project complete Grantees continue toimplement their projects Prepare for a Summer
release of a new solicitation
for the $10M in new Board-approved funding
Permit
Modernization $3.2M
13 member agencies
improve electrification
permitting
Data gathered for all
13 agencies. Program
just began rolling out
Launched, and began
outreach to member
agencies
Roll out in conjunction with
policy experimentation and
reach code modernization
FutureFit
Fundamentals
Contractor Training
$1.7M 300 contractors trained
500 graduate incentives
138 contractors
completed training
Continued offering online
video training
Increase program
marketing
FutureFit Homes
and Buildings: C&I
and SMB Incentives
$1.25M 20-30 SMBs electrified 2 SMBs fully/partially
electrified
Campaigns sent, first 2
rebates completed and
awarded
Increase outreach and
engagement, particularly
with school districts, and
award 2 more rebate claims
Customer Resource
Center (eHub) $1.1M 1.5M email opens350K unique web visits 313K email opens,
313K web visits, 164
induction cooktop
rebate claims
Sent email marketing, drove
online traffic
100K email opens, 15K web
visits, 50 induction cooktop
rebate claims

PROGRAMS PORTFOLIO
Active Programs
See Glossary for program descriptions. Title links to program homepage (if available).

Quarterly Report
View our active rebates here. 1
FY24 Q1
Item 1e
Attachment 1

SILICON VALLEY

CLEAN ENERGY
Name Budget Potential Impact Cumulative
Impact To-Date Last Quarter (Update) Next Quarter (Target) Go Electric
Advisor $892K
3,600 customers use
hotline, 1,200 use
tech assistance, 350
use electrification
plans
25 customers use
service Soft launched service mid-Q1
Ramp up the service to
generate more customer
demand
Priority Zone DC
Fast Charger
(PZDCFC) 2.0
$875K 10 DCFC installations
near MUD hotspots
4 of 10 ports are
live now (1 of 4
sites)
Waited for project installs Monitor site construction
progress and milestones
FutureFit Assist $725K
60 assessments
36 projects done
250 ports
52 applications Supported additional projects Expand enrollment GridShift EV
Charging $600K
Bill/emissions savings
and load shifting
capacity
1,303 EVs
enrolled
30 charger
rebates
Continued enrolling EVs
Offer an ongoing enrollment
incentive, launch a referral
program, and continue e-mail
marketing
Reach Codes

2.0 $600K
Require all new
buildings to be
emissions-free
13 agencies adopt
electrification
ordinances
Monitor and support agencies
as the Berkeley legal case
evolved (BAAQMD)
Present alternative reach codes
to member agencies
Decarbonization
Engagement
Grants
$442K
5 communities
engage residents on
climate action topics
In progress 5 communities executed
agreements
Work to complete projects,
share during MAWG meetings
Fleet
Electrification $300K
Complete for 5
member agency and
5 SMB fleets
7 fleets in
progress
Supporting fleet
transformations
2-3 agencies anticipate
completing
SV
Transportation
Electrification
Clearinghouse
$150K
Create cohort to
enable equitable
electrification.

In progress Conduct relaunch to assess
how to increase impact Relaunch program
Lights On
Silicon Valley
Power
Supply
Budget
750 SFH and 5 MF
completed 657 enrolled SFH Sunrun continued to enroll andinstall customers Delivery begins SV Building
Electrification
Stronger
Together
$150K
Educate stakeholders
about building
electrification
30 new
stakeholders
engaged to date
Identified renters groups,
workforce, and low-moderate
income individuals as key
stakeholders
Launch engagement incentive
program to invite new feedback
from members of workforce,
housing, and LMI groups on
SVCE programs

PROGRAMS PORTFOLIO
Active Programs
View our active rebates here. 2
FY24 Q1
Item 1e
Attachment 1
TT
©

SILICONVALLEY

CLEAN ENERGY
Name Budget Potential Impact Last Quarter (Update) Next Quarter (Target) Multifamily Direct
Install (TE and BE) $12.5M 300 to 1,000 MF AH unitselectrified Contract with Association for
Energy Affordability (AEA)
approved in December 2023
Convene affordable housing developer
and tenant rights groups to gather
input on program design
Tariffed On Bill
(TOB) Financing $3M 500 to 1,000 customers financeelectrification Supported CPUC Working Group &
Equity Committee with IOUs to
develop Joint Proposal for a TOB
financing pilot
Submit joint proposal to CPUC for
consideration & complete bill savings
analysis for SVCE territory
Innovation Onramp $2.4M
1-2 pilot projects per year that
advance electrification programs
and strategies
Identified theme of application
cycle Open applications for pilot proposals
Existing Building
Policy Experiment $1.9M
Spur action on building
electrification and reduce building
gas combustion
Outreach to member agencies
Roll out in conjunction with policy
experimentation and reach code
modernization
Feasibility
Assessment,
Natural Gas Phase
Out
$300K Complete study that informs local,
regional, and statewide policies Issued RFP and selected vendor Send contract to BOD and beginanalysis

PROGRAMS PORTFOLIO
Planning
View our active rebates here.

Name Budget Summary
FutureFit Homes Heat Pump Water
Heater $1.5M Program closed in December 2022, and active applications were transitioned to FutureFit HomesIncentives program Electric Showcase Awards 2.0 $1.5M 150 applications, 16 winners, $95,000 awarded Reach Codes 2019 $400K Reach Codes 2019 were adopted by 12 of 13 member agencies, and several agencies updated Reach Codes in the 2022 code cycle
Medical Battery Program $200K All 50 batteries are claimed by customers who require electricity for medical devices and are at high risk of power outages
Closed/Inactive
3 FY24 Q1
Item 1e
Attachment 1
©

SILICONVALLEY

CLEAN ENERGY
10/2
12/2
2/23
4/23
6/23
8/23
10/23
12/23
$0
$200
$400
$600
$800
$1,000
$1,200
$1,400
Rebates claimed:

Total $ Funds Reserved (in 000s)
0 10 20 30 40
Commercial business
Government
Multifamily
School/Nonprofit
Incentive program for L1 and L2 EV charging
infrastructure at multifamily properties
0 50 100 150 200 250 300 350
HPWH

HP HVAC
Panel Upgrades
Pre-wiring
Meter Removals
Funds Reserved:

Approved Reservations:

Goal:

FutureFit Homes
Provide incentives to residents for electric heat
pump water heaters (HPWH), heat pump HVAC
systems, service panel upgrades, and pre-wiring
upgrades to replace gas appliances.

Future Fit Assist
Assistance in site assessment, preliminary
design, and applying to rebates for charging at
multifamily housing and small and medium
workplace properties.

Cumulative Applications
Charging Installation
Incentive Program (CHIIP)
Number of Claims
PROGRAMS HIGHLIGHTS FY24 Q1
4 $1.36M
$1.32M
23 $883K
35 Sites, 150 ports
Rebates reserved:

Item 1e
Attachment 1
SILICON VALLEY <3/ CLEAN ENERGY
CALeVIP
Level 2 DCFC
0 1
2 3
4 5
6 1 /21
1/23/25/2
7/29/2
1 /2
1/23
3/23
5/23
7/23
9/23
1 /23
1/24
0 50
100
150
200
250
Reserved
Provide incentives for electric vehicle (EV) chargers
as part of a regional program.
= 25 Level 2 Installations
150 Participants Complete
the Course (Phase 1)
Goal:

Funding: $1.5M
Completions
FutureFit Fundamentals
Provide financial relief to contractors by
expanding their knowledge of electrification
technologies.
1K Level 2 + 85 DC Fast
Chargers by 2023
Goal:

Funding: $11.58M
= 5 Participants Complete Course
Funds Issued = 5 DCFC Installations
138
Remaining Funds
Registrations
241
$5.2M
$1.1M $700K
$1.5M
$3.0M
$6M
$4M
$2M
5 PROGRAMS HIGHLIGHTS FY24 Q1
Item 1e
Attachment 1
**********
**********
**********
**********
S
1/23/25/2
7/29/2
1 /2
1/23
3/23
5/23
7/23
9/23
0 200
400
600
800
1,000
1,200
1,400
9/23 10/23 11/23 12/23
0 50,000
100,000
150,000
200,000
250,000
300,000
350,000
GridShift EV Charging
Managed EV charging app that optimizes charging
to reduce associated costs and emissions.

Charger Rebates Reserved: 30
Number of Enrolled EVs
1,303
Rebate Goal: $30K
Goal: 120 EV Chargers
eHub Report
Online customer resource center to enable
engagement, education and action related to clean
electricity, EVs and home electrification.
= 1 email campaign completed
313,932
27,335
Unique Visits Return Visits
FY 22-23
6 PROGRAMS HIGHLIGHTS FY24 Q1
Website Visit Goal:

Reach 350K Unique Visitors
Conduct 6 email campaigns
Email Goal:

Item 1e
Attachment 1

A A A A A A A A
AiAAAA A A A

A A A A A A A

AAAAAAAA

A A A A
Built Environment
Community Energy Resilience: Resources (grants) and tools for member agencies to increase individual and collective capacity to adapt to future power outages.

Electric Showcase Awards 2.0: Award program to recognize residential, commercial, and non-profits who are early adopters of existing building electrification.

Decarbonization Demonstration Grants: Grants to encourage member agencies and other key groups an opportunity to electrify their facilities. Focus on projects with public visibility for education/awareness purposes.

Decarbonization Engagement Grants: Grants for member agencies and other key groups to work on smaller electrification engagement initiatives to engage their communities.

Electrification Rate Discount: Custom rate to promote building electrification.

Existing Building Policy Experimentation: Assess and support potential policy levers that member agencies can explore to mitigate emissions from existing buildings.

Feasibility Assessment of Natural Gas Phase Out by 2045: Feasibility study to identify technical, legal, and economic barriers and opportunities for phasing out natural gas service by 2045 in SVCE's service territory.

FutureFit Fundamentals Contractor Training: Training and financial incentive program for contractors to expand their knowledge and installation of electrification technologies.

FutureFit Homes - Concierge: Comprehensive one-on-one phone or web assistance to SVCE customers to assist them in applying for electrification incentives, technical assistance, or developing a whole-home electrification plan.

FutureFit Homes - Residential Incentives: Incentives for various building electrification technologies for single- and small multi-family residential customers. Includes major appliances as well as eventual gas meter removal.

FutureFit Homes and Buildings - C&I Incentives: Incentives for demonstration projects at a handful of small and medium business properties.

Multifamily BE Direct Install: Comprehensive building electrification retrofits with a direct installer for multifamily affordable housing sites.

Permit Modernization: Benchmark and streamline member agency permitting and inspection processes to identify barriers and opportunities to electrification.

Reach Codes 2.0: Provide model building energy codes supportive of all-electric design and EV infrastructure to member agencies along with consultant support. 7 GLOSSARY FY24 Q1
Item 1e
Attachment 1
©

SILICONVALLEY

CLEAN ENERGY
CALeVIP 1.0: Incentives for L2 and DCFC publicly-accessible EV chargers funded by California Energy Commission and SVCE as part of a regional collaboration.

CHIIP: Incentive program for L1 and L2 EV charging at hard-to-reach multifamily properties.

Fleet Electrification Program: Competitive application for SVCE’s fleet electrification planning support and funding for site upgrades targeting a broad set of fleet types.

FutureFit Assist: Technical assistance for preliminary site design and pertinent rebates for charging at multifamily housing and small and medium workplace properties.

Multifamily TE Direct Install: Comprehensive transportation electrification retrofits with a direct installer for multifamily affordable housing sites.

Priority Zone DC Fast Charger (PZDCFC) 2.0: Competitive grant application for DCFC installations in “priority zones” that support designated multifamily housing clusters.

SVTEC: Regular regional stakeholder meetings focused on information sharing, solving critical issues, and attracting external funding to the SVCE community in support of EV infrastructure deployment.

GLOSSARY
Lights On Silicon Valley: Provide incentives for enrolling solar and battery systems in the SVCE grid services program.

Medical Battery Program: Pilot program to deploy ~50 portable batteries to qualified customers who rely on power for medical equipment.

Customer Resource Center (eHub): Online customer resource center and marketplace to enable engagement, education, and action related to clean electricity, EVs, and home electrification.

Mobility
Power Supply
Education & Outreach
Built Environment
SVBEST: Regular regional stakeholder convenings to coordinate program alignment across building decarbonization workstreams.

Tariffed On Bill (TOB) Financing: Equitable financing pilot program for electrification for low-moderate income residents focusing cost recovery through on-bill charges that are lower than bill savings.

GridShift EV Charging: Managed EV charging phone app that optimizes charging to reduce associated costs and emissions. Includes incentives for reducing grid peak demand.

Grid Integration
8 FY24 Q1
Item 1e
Attachment 1
©

SILICONVALLEY

CLEAN ENERGY

Page 1 of 3 ends

Staff Report – Item 1f
Item 1f: Authorize the Chief Executive Officer to Execute an Agreement with Stem for Use of their Athena Battery Optimization Software with a Not to Exceed Limit of $1,050,000 Over a Three-Year Term
From: Girish Balachandran, CEO
Prepared by: Monica V. Padilla, COO and Director of Power Resources Kris Van Vactor, Wholesale Energy Market Manager
Date: 2/14/2024

RECOMMENDATION
Staff recommends that the Board delegate authority to the Chief Executive Officer (CEO) to execute in substantive form the Stem Battery Optimization Agreement, Attachment 1, with a not to exceed limit of $1,050,000 over a three-year term.

Execution of the agreement is necessary to optimally operate Silicon Valley Clean Energy’s (SVCE) growing portfolio of utility-scale storage facilities in the California Independent System Operator (CAISO) market.

BACKGROUND
SVCE’s clean energy procurement strategy since its start has been to procure and integrate battery energy storage systems (BESS) either as standalone or paired with solar to add value to SVCE’s energy portfolio and extend clean energy delivery of solar resources, enhance grid reliability and/or meet procurement mandates.

To date, SVCE has signed 20 power purchase agreements directly, in partnership with Central Coast Community Energy (CCCE) and/or with California Community Power (CCPower).

In early 2022, Slate became SVCE’s first commercially operational BESS resource. Since then, Rabbitbrush has come on-line and a 3rd, Victory Pass, expected to be online by April 2024. The need to build operational bid strategies to effectively and optimally schedule the resources in the CAISO marketplace exists. Currently SVCE’s Scheduling Coordinator (SC) manages this process via internal software, however SVCE staff determined the need to evaluate alternate providers which would allow for better customization, controls and oversight.

Stem’s Athena Battery Optimization software was selected as the best proposal based on overall contract value, price forecasting module, optimization features and controls.

ANALYSIS & DISCUSSION
In March of 2023, SVCE along with CCCE issued a Request for Information (RFI) to provide optimization services for the fleet of battery resources both agencies have under contract. Specifically, the RFI was looking for information on the ability of the marketplace to provide price forecasting and BESS optimization services.

In all, the RFI was sent to 10 market participants. The agencies received information from six companies, of which three were selected to provide final proposals. In June 2023 a Request for Proposal (RFP) was issued, all three participants were interviewed and in July Stem was selected as the most competitive proposal offering the most responsive price forecasting and optimization solutions.

Item 1f
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1f Agenda Date: 2/14/2024

Page 2 of 3 ends

Vendor
Stem is the global leader in AI-driven clean energy solutions and services. Today, Stem has 2+ gigawatt hours (GWh) of storage assets under management across 950+ sites operating or contracted within 75+ permitting jurisdictions across 200+ cities and 40+ utility service territories.

Stem’s go-to-market structure is divided across three groups that are aligned for customer-centric solution delivery that optimizes value for the customer. The following enable our success at delivering superior value for our customers:
• 650+ global employees, with 200+ dedicated to product and technology work • 3rd generation software built on 10+ years’ experience • Daily software releases for continuous improvement
• 33,000+ automated dispatches across our fleet year-to-date • 500,000+ industrial IoT devices under management
• 87 patents across storage and solar asset performance • Leveraging data from 1+ billion cumulative runtime hours Summary and Recommendation
When all BESS systems are commercially on-line, SVCE will have control over 277MW representing tens of millions of dollars in operating costs. The value of these resources is highly dependent on bid strategy, market conditions and contract constraints. On an annual basis revenues per resource can vary depending on the sophistication of the bid strategy and the ability of the resource. For example, one of SVCEs resources has seen around $2.5 million in market revenues in one year of operation, but during that same period a “perfect” bid strategy would have produced around $4.25 million in market revenues. The Stem BESS software will enable staff to move SVCE’s bid strategies towards that of a “perfect” strategy, while honoring real time BESS constraints as they relate to the CAISO’s rules or SVCE’s resource agreements.

Stem has a proven track record of operating batteries in California since 2015 and has a price forecast model that has successfully anticipated real-time price deviations. Their software can also optimize SVCE’s resources while simultaneously respecting the physical limits of the assets. Additionally, all products (Energy and Ancillary Service) will be co-optimized ensuring that the assets are properly compensated for the awards they receive.

Finally, this agreement represents a step towards improving SVCE’s capability to optimize and manage expected outcomes of these resources.

Under the proposed agreement SVCE will be able to issue task orders for resources as they come online. The first task order is expected to coincide with the execution of the contract and will allow SVCE to integrate Sate 2, Rabbitbrush 2 and Victory Pass resources that are under SVCE’s scheduling control once the software is ready to go live.

Item 1f
March-May 2023 June-July 2023 August-January
2023-24 February 2024 July 2024
RFI Released
Short List for
RFP Created
RFP Released Contract Negotiations BOD Approval
Vendor Selected Contract Execution
Implement
we are here
Agenda Item: 1f Agenda Date: 2/14/2024

Page 3 of 3 ends

STRATEGIC PLAN
Execution of the Stem agreement supports SVCE’s Strategic Plan as follows:

Goal 8: Manage and optimize power supply resources to meet affordability, GHG reduction and reliability objectives
Measure 3: Ensure SVCE adopts the appropriate tools, systems, and resources to support new resource valuations, portfolio optimization, risk management, scheduling coordination, load forecasting, optimization, compliance, and settlements.

ALTERNATIVE
Do not authorize the CEO to execute the SVCE Stem Battery Optimization Agreement, which will require that SVCE’s Scheduling Coordinator continue to build bids to optimize SVCE resources. This alternative does not allow SVCE optimal oversight and flexibility in scheduling its BESS resources.

FISCAL IMPACT
Ultimate execution of the agreement and initial task order will result in costs to SVCE starting in Fiscal Year (FY) 2024, which has been included in the FY 2024 operating budget. Staff’s spending authority over the term of the contract will be limited to the amount recommended including $1,050,000.

ATTACHMENTS

1. Draft Agreement between SVCE and Stem
Item 1f
1 DRAFT Agreement: Stem and SVCE [Redacted]

SILICON VALLEY CLEAN ENERGY

STANDARD SERVICES AGREEMENT
This Standard Services Agreement (the "Agreement") is made by and between Silicon Valley Clean Energy (“CUSTOMER”) a ______________ with its principal place of business located at __________________________________ and Stem US Operations Inc. (hereinafter “CONTRACTOR”), a Delaware corporation with its principal place of business located at 100 California St., Ste 1400, San Francisco, CA 94111, CUSTOMER and CONTRACTOR may be individually referred to herein as “Party” or collectively as “Parties.”
In consideration of the mutual covenants and conditions set forth in this Agreement, the Parties agree as follows:

1. GENERAL

1.1. CUSTOMER hereby engages CONTRACTOR to perform, and CONTRACTOR hereby agrees to perform, the services described in Exhibit K(Task Order 1) and any subsequent Task Order entered into pursuant to this Agreement in conformity with the terms of this Agreement. The services are generally described as: battery energy optimization services.

1.2. Capitalized terms used but not defined in the body of this Agreement will have the meaning ascribed to such term in Exhibit J (Definitions of Terms).

2. SERVICES

2.1. Scope of Services. Subject to Section 19.6, CONTRACTOR agrees to provide the Services described in each Task Order directly or through its Subcontractors. CONTRACTOR’s delegation to or other engagement with any Subcontractor will not relieve CONTRACTOR of its duties, responsibilities, obligations, or liabilities under this Agreement, CONTRACTOR shall be solely responsible for the performance of and payment to its Subcontractors. CUSTOMER shall have no obligation or liability to any of CONTRACTOR’s Subcontractors resulting from this Agreement.

2.2. Permits. CONTRACTOR has no obligation or responsibility to obtain or maintain any applicable regulatory authorizations, approvals and permits required for the operation of the Customer Products. In the event that CUSTOMER reasonably believes that failure to obtain or maintain the necessary permits may delay the commercial operations of the Customer Product, CUSTOMER may provide notice of termination to the CONTRACTOR to terminate the relevant Task Order. In the event of termination of a Task Order for reasons under this Section 2.2, CUSTOMER shall be responsible for payment of all Service Fees for Services provided to the CUSTOMER prior to termination, but shall not be subject to any Termination Payment.

2.3. CUSTOMER Data. CONTRACTOR may require CUSTOMER Data to perform the Services, calculate payments under the applicable Task Order, and for all other purposes required this Agreement. Within ten Business Days from receipt of CONTRACTOR’s written request, CUSTOMER shall provide the CONTRACTOR with such required data. CUSTOMER’s failure to provide or cause CONTRACTOR’s receipt of the required CUSTOMER Data may delay the Services or cause the cancelation of the relevant Task Order.

2.4. Task Orders. In the event CUSTOMER determines that additional Services as set forth in Exhibit B Sections 3 and 4 beyond the initial Task Order are required, CUSTOMER may issue to CONTRACTOR a Task Order following the form set forth in Exhibit A (Form of Task Order) to this Agreement.

2.4.1. CUSTOMER will prepare and issue Task Orders to CONTRACTOR, subject to CONTRACTOR’S approval to provide the Services.

2.4.2. Task Orders for any additional Services will be performed in accordance with the terms and conditions of this Agreement including the exhibits to this Agreement (the “Exhibits”).

Item 1f
Attachment 1
2 DRAFT Agreement: Stem and SVCE [Redacted]

2.4.3. Task Orders shall have no force or effect unless executed by duly authorized representatives of both Parties. Once executed, each Task Order shall be binding on the Parties in accordance with its terms.

2.4.4. The Parties may agree to adjust the terms and conditions of any Task Order through a written amendment or restatement.

3. PAYMENT PROVISIONS

3.1. CUSTOMER shall pay the CONTRACTOR in accordance with the payment provisions set forth in Section 8, below and Exhibit F (Payment Terms & Conditions), subject to the limitations set forth in this Agreement.

4. TERM OF AGREEMENT

4.1. The term of this Agreement is from the date of execution and shall extend three years after the Initial Go-Live Date (the "Initial Term"), unless sooner terminated pursuant to the terms of this Agreement. This Agreement is of no force or effect until signed by both the CONTRACTOR and CUSTOMER, with CUSTOMER’s execution to be last in time. CONTRACTOR may not commence work under this Agreement before CUSTOMER signs this Agreement.

4.2. This Agreement will automatically renew for 12-month periods (each a “Renewal Term” and collectively with the Initial Term “Term”) unless a Party provides the other Party with written notice of non-renewal at least 90 days before the completion of the then-current Term (the “Renewal Period”). In the event of such non-renewal, The Agreement will remain in effect until the expiration of all Task Orders entered into before the effective date of such termination until both Parties have fulfilled all of their obligations under such Task Orders, or such Task Orders have been canceled or terminated under its terms or the terms of this Agreement.

5. SCOPE OF SERVICES AND ADDITIONAL PROVISIONS

5.1. The following attached Exhibits are incorporated herein by reference and constitute a part of this Agreement:

5.1.1. Exhibit A: Form of Task Order

5.1.2. Exhibit B: List of Services

5.1.3. Exhibit C: Scope of Customer Support Services

5.1.4. Exhibit D: Technical Requirements

5.1.5. Exhibit E: Payment Terms & Conditions

5.1.6. Exhibit F: Pricing Table

5.1.7. Exhibit G: Procedures for Unauthorized Release of Covered Information

5.1.8. Exhibit H: Ownership; Title; License Grants

5.1.9. Exhibit I: Services Warranty

5.1.10. Exhibit J: Definitions of Terms

5.1.11. Exhibit K: Task Order #1

6. REPRESENTATIONS AND DISCLAIMERS

6.1. Each Party represents that (i) it is organized, validly existing, and in good standing under the laws of its jurisdiction of its formation and in each jurisdiction where it is required to be so Item 1f
Attachment 1
3 DRAFT Agreement: Stem and SVCE [Redacted]
qualified in connection with the Services contemplated under this Agreement, (ii) it has the right to enter into this Agreement and each Task Order, (iii) the execution and delivery of this Agreement will not violate the terms of any contract, obligation, Applicable Law, regulation, or ordinance to which it is subject, and (iv) it shall comply with Applicable Law in executing this Agreement and the provision or use of any Services.

6.2. Each Party acknowledges that the other Party shall have no direct or indirect liability or obligation to any third party relating to this Agreement or any associated Task Order.

6.3. CONTRACTOR represents that it is not a utility and is not purchasing from nor selling electricity to CUSTOMER. CONTRACTOR shall have no responsibility for (i) any costs or liabilities associated with the procurement, purchase, and use of any electricity in connection with the Customer Products, or (ii) any direct or indirect liability or obligation to any permitted assigns relating to this Agreement or any Task Order except as stated in this Agreement.

7. PERFORMANCE STANDARDS

7.1. CONTRACTOR warrants that CONTRACTOR and CONTRACTOR’s agents, employees and Subcontractors performing services under this Agreement are specially trained, experienced, competent, and appropriately licensed to perform the work and deliver the services required under this Agreement and are not employees of CUSTOMER or immediate family of an employee of CUSTOMER.

7.2. CONTRACTOR and CONTRACTOR’s agents, employees and subcontractors shall perform all work in a safe and skillful manner and in compliance with all applicable laws and regulations.

All work performed under this Agreement that is required by law to be performed or supervised by licensed personnel shall be performed in accordance with such licensing requirements.

7.3. CONTRACTOR shall furnish, at its own expense, all materials, equipment, and personnel necessary to carry out the terms of this Agreement, except as otherwise specified in this Agreement. CONTRACTOR shall not use CUSTOMER premises, property (including equipment, instruments, or supplies) or personnel for any purpose other than in the performance of its obligations under this Agreement.

7.4. CONTRACTOR warrants the Services provided under this Agreement to the extent described in Exhibit I (Services Warranty).

8. PAYMENT CONDITIONS

8.1. Prices for Services under all Task Orders subject to this Agreement shall not exceed the amounts described in Exhibit E (Pricing Table) for the Initial Term of the Agreement.

8.2. If this Agreement is renewed pursuant to Section 4.2, for the first Renewal Period after the Initial Term (“Initial Renewal Term”), the Services Fees, Subscription Fees, and Advisory Fees (“Contract Fees”) for the Initial Renewal Term shall not increase in an amount that exceeds 3% of the Contract Fees in the last year of the Initial Term (the “Price Increase Cap”). . The Contract Fees for any subsequent Renewal Term are not subject to any Price Increase Cap, unless otherwise agreed to by the Parties. Rate changes are not binding unless mutually agreed upon in writing by CUSTOMER and the CONTRACTOR.

8.3. Invoices shall be submitted in accordance with the payment provisions set forth in this Section 8 and Exhibit F (Payment Terms & Conditions) and on a form acceptable to CUSTOMER and provide sufficient detail, as determined by CUSTOMER, of Services rendered for the invoiced period.

8.4. CONTRACTOR shall submit invoices to CUSTOMER monthly for Customer’s Share of the Contract Fees in accordance with the payment provisions set forth in this Section 8 and Exhibit Item 1f
Attachment 1
4 DRAFT Agreement: Stem and SVCE [Redacted]
B (Payment Terms & Conditions) unless otherwise specified in the applicable Task Order.

CONTRACTOR shall submit invoices no later than thirty (30) days after the last day of the month in which such Services were rendered.

8.4.1. Subscription Fees. Unless other billing and payment terms are specified in the applicable Task Order, the Subscription Fees for the first Customer Product will commence on the Go-Live Date of that Customer Product and extend for 12 months, (the “Annual Subscription Fee Term”), to automatically renew for each subsequent 12 -month period until the expiration or termination of the Agreement.

8.4.2. Should Customer subsequently enroll any additional Customer Product within Athena® PowerBidder ProTM during the term of the Agreement, CONTRACTOR will invoice CUSTOMER for Customer’s Share of the annual Subscription Fees of each subsequent Customer Product on a prorated basis. Prorating is calculated based on how many days the Customer Product will be operational within the current Annual Subscription Fee Term.

CONTRACTOR will invoice CUSTOMER for each new Customer Product as of the Go-Live Date for the daily prorated amount due to CONTRACTOR in accordance with selections made in the applicable Task Order.

8.5. Invoices shall reflect Customer’s Share of the total fees owed under each Task Order.

Notwithstanding CUSTOMER’S payment the Customer’s Share of any Invoice, CONTRACTOR reserves the right to withhold any Services, in whole or in part, for deficiencies in payment of the total fees owed under any TaskOrder.

8.6. CUSTOMER shall certify the invoice for payment in either the amount requested, or in such other amount as CUSTOMER determines is due in conformity with the payment provisions set forth in Exhibit F (Payment Terms & Conditions). Invoices shall be certified and paid within 45 days of submission to CUSTOMER.

9. TERMINATION

9.1. In addition to its termination rights under Section 4.2, during the term of this Agreement, CUSTOMER in its sole discretion may terminate either the Agreement or any Task Order for any reason by giving written notice of termination to the CONTRACTOR at least ninety (90) days prior to the effective date of termination. Such notice shall set forth the effective date of termination of the Agreement or the Task Order. In the event of such termination, un∂er this Section 9.1 CUSTOMER shall pay to CONTRACTOR the Termination Payment (as defined below). Unless otherwise stated in the affected Task Order, the "Termination Payment"” shall be the lesser of the Customer’s Share of (a) the fees remaining to be paid for Services under any terminated Task Order (or the sum of the fees remaining to be paid under all Task Orders in the event of a termination of this Agreement) and (b) 12 months’ worth of the Services fees under any terminated Task Order at the rate applicable at the time of such termination (or the sum of the fees remaining to be paid under all Task Orders in the event of a termination of this Agreement). For the avoidance of doubt, CUSTOMER shall not owe a termination fee for a termination under Sections 2.2, 4.2, 9.2 or 9.3.

9.2. CUSTOMER at its sole discretion may terminate this Agreement or any Task Order for cause effective immediately upon written notice to CONTRACTOR. “Cause” includes CONTRACTOR’s gross negligence, breach, default or failure to cure a default or breach of this Agreement that is capable of cure in accordance with Section 10 of this Agreement. If CUSTOMER terminates this Agreement for Cause, CUSTOMER shall be relieved of any further liabilities to CONTRACTOR including the obligation to pay any termination fee or damages under this Agreement to CONTRACTOR, and CUSTOMER may proceed with the work without the Services in any manner. CONTRACTOR will only terminate this Agreement in whole or part Item 1f
Attachment 1
5 DRAFT Agreement: Stem and SVCE [Redacted]
following default or breach or, if a default or breach is capable of cure, a failure to cure default or breach by CUSTOMER of this Agreement as defined in Section 100.

9.3. The Parties acknowledge that the total cost of the Services are shared between CUSTOMER and Central Coast Community Energy (“3CE”) If CUSTOMER has paid invoices rendered to it under this Agreement in a timely manner, but CONTRACTOR does not receive the total amount of Services Fees and/or Subscription Fees owed by 3CE for the Services within ten (10) Business Days of 3CE’s receipt of a demand for payment from CONTRACTOR for a past due monthly or annual invoice for the Services, CONTRACTOR may suspend the Services affected by the failure to pay in whole or in part, or terminate this Agreement upon thirty (30) days notice to CUSTOMER. Upon termination under this Section 9.3, neither Party shall have any liability to or rights against the other Party.

10. DEFAULT OR BREACH

10.1. Each of the following events will constitute a default or breach if not cured within the Cure Period as follows: (i) If a Party breaches any material term of this Agreement and fails to cure such breach within 30 days after receipt of written notice of breach from the non-breaching Party, (ii) If a Party becomes insolvent, or upon the appointment of a receiver or receiver-manager for any part of the property of that Party, or a Party makes an assignment, proposal or arrangement for the benefit of creditors or proceedings are commenced by or for a Party under any bankruptcy, insolvency or debtor’s relief law not terminated within 60 days, or (iii) If a Party fails to make a payment when due under this Agreement and fails to make payment within 10 Business Days after receipt of a demand for payment (“Payment Default”). The Parties may mutually agree in writing to extend any of the notices of breach or termination.

For this section 10.1, “Cure Period” means the periods detailed in (i), (ii), and (iii) above.

10.2. If a Party fails to cure any default or breach, including a Payment Default, within the applicable Cure Period, then the non-breaching Party, at its option, may subject to Section 12, in addition to any other remedies it may have under this Agreement or at law or in equity, immediately terminate this Agreement or the affected Task Order upon written notice to the other Party. If the affected Task Order is terminated, such termination will not affect any other Task Order not affected by the breach.

10.3. The obligations under Section 12, Section 14, and the obligations to make payments for Services performed prior to the date of termination or any Termination Payment as noted in Sections 2.2 and 9 respectively, shall survive the termination of this Agreement.

11. LIMITATION OF LIABILITY

11.1. Neither Party, nor any Party’s affiliates, subcontractors, agents, or employees shall be liable to the other Party for any incidental, indirect, special, punitive, or consequential losses or damages, whether arising in contract, warranty, tort (including negligence), strict liability or otherwise, including damages relating to the loss of use, profits, business, reputation, financing, revenue, power, information or data, or the cost of capital, or such damages based on a Party’s third-party contracts.

11.2. Except for CUSTOMER’s payment obligations under this Agreement for Services performed prior to the date of termination, the maximum aggregate liability of each Party, its Affiliates, subcontractors, agents, and employees arising out of the performance or nonperformance of obligations in connection with this Agreement or the performance or nonperformance of any services provided through any Task Order, under any theory of recovery, whether based in contract, in tort (including negligence and strict liability), or otherwise, will not exceed an amount greater than the equivalent of 12 months’ worth of the Customer’s Share of the Contract Fees under this Agreement. The Parties agree that the above limitations and exclusions will not apply to losses or damages that are due to the other Party, or the other Party’s Affiliates’, subcontractors’, agents’, or employees’, gross negligence, willful Item 1f
Attachment 1
6 DRAFT Agreement: Stem and SVCE [Redacted]
misconduct, breach of confidentiality, and the Parties’ respective express indemnity obligations under this Agreement. Neither Party shall be liable for penalties of any kind.

12. INDEMNIFICATION

12.1. CONTRACTOR shall indemnify, defend, and hold harmless CUSTOMER, its Directors, Board members, officers, agents and employees (each, a "CUSTOMER Indemnitee") from and against all third-party claims and expenses (“Losses”) incurred by CUSTOMER Indemnitees in connection with or arising from (i) any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any person, however caused; or (ii) a breach by CONTRACTOR of any of its obligations under this Agreement including but not limited to Section 2.1.

12.2. CUSTOMER Indemnitee (“Indemnified Party”) shall promptly, but no more than ten Business Days after becoming aware of any claim of Losses shall provide notice of such claim to the CONTRACTOR (the “Indemnifying Party”). The Indemnifying Party shall assume the defense of the claim with counsel satisfactory to the Indemnified Party; provided that, if in the reasonable opinion of counsel for the Indemnified Party, a conflict of interest between the Parties may exist with respect to such claim, the Indemnified Party shall have the right to select and be represented by separate counsel. If the Indemnifying Party does not assume the defense of the Indemnified Party, or if the Indemnified Party concludes a conflict of interest precludes the Indemnifying Party from assuming the defense, then the Indemnifying Party shall reimburse the Indemnified Party monthly for the Indemnified Party’s defense through separate counsel of the Indemnified Party’s choice. Even if the Indemnifying Party assumes the defense of the Indemnified Party with acceptable counsel, the Indemnified Party, at its sole option, may participate in the defense at its own expense and with counsel of its own choice without relieving the Indemnifying Party of any of its obligations under this Agreement.

13. INSURANCE REQUIREMENTS

13.1. Prior to commencement of this Agreement, the CONTRACTOR shall provide a “Certificate of Insurance” certifying that coverage as required herein has been obtained. Individual endorsements executed by the insurance carrier shall accompany the certificate. CONTRACTOR shall furnish current certificates substantiating the required insurance maintenance.

13.2. Without limiting CONTRACTOR’S duty to defend and indemnify, CONTRACTOR shall maintain in effect throughout the term of this Agreement a policy or policies of insurance with the following minimum limits of liability:

13.2.1.1. Commercial General Liability Insurance, including but not limited to premises and operations, including coverage for Bodily Injury and Property Damage, Personal Injury, Contractual Liability, Broad form Property Damage, Independent Contractors, products and Completed Operations, and cross-liability with a combined single limit for Bodily Injury and Property Damage of not less than $1,000,000 per occurrence, and $2,000,000 in the aggregate.

13.2.1.2. Workers’ Compensation Insurance, as may be from time to time required under applicable federal and state law.

13.2.1.3. Professional Liability Insurance, if required for the professional services being provided, (e.g., those persons authorized by a license to engage in a business or profession regulated by the California Business and Professions Code), in the amount of not less than $1,000,000 per claim and $2,000,000 in the aggregate, to cover liability for malpractice or errors or omissions made in the course of rendering Item 1f
Attachment 1
7 DRAFT Agreement: Stem and SVCE [Redacted]
professional services. If professional liability insurance is written on a “claims-made” basis rather than an occurrence basis, the CONTRACTOR shall, upon the expiration or earlier termination of this Agreement, obtain extended reporting coverage (“tail coverage”) with the same liability limits. Any such tail coverage shall continue for at least three years following the expiration or earlier termination of this Agreement.

13.3. Unless otherwise specified by this Agreement, all such insurance shall be written on an occurrence basis, or, if the policy is not written on an occurrence basis, such policy with the coverage required herein shall continue in effect for a period of three years following the date CONTRACTOR completes its performance of services under this Agreement.

13.4. Commercial general liability policy shall provide an endorsement naming 3CE, its Directors, Board members, officers, agents, and employees as Additional Insureds with respect to liability arising out of the CONTRACTOR’S work, including ongoing and completed operations, and shall further provide that such insurance is primary insurance to any insurance or self-insurance maintained by 3CE and that the insurance of the Additional Insureds shall not be called upon to contribute to a loss covered by the CONTRACTOR’S insurance.

14. RECORD AND CONFIDENTIALITY

14.1. Duty to Maintain Confidentiality. Upon receiving or learning of Confidential Information, the Party receiving Confidential Information (“Receiving Party”) from the other Party (“Disclosing Party”) will: (a) treat such Confidential Information as confidential and use reasonable care not to divulge such Confidential Information to any third party except as set forth in this Section 14.1; (b) restrict access to such Confidential Information to only those of its employees and contractors, in each case who reasonably need to know it in order to provide the Services and are bound by confidentiality provisions no less stringent than those in this Section 14.1; and (c) use such Confidential Information solely for purposes of performing its obligations this Agreement. Confidential Information will retain its character as Confidential Information but may be disclosed by the Receiving Party if and to the extent such disclosure is required (a) to be made by any requirements of Law, (b) pursuant to an order of a court or (c) in order to enforce this Agreement; provided, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. If the Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, summons, civil investigative demands, or similar processes or otherwise in connection with any litigation or to comply with any applicable Law, order, regulation, ruling, or regulatory request to disclose any Confidential Information of the Disclosing Party, Receiving Party shall provide Disclosing Party with prompt notice so that Disclosing Party, at its sole expense, may seek an appropriate protective order or other appropriate remedy. If the Disclosing Party takes no such action after receiving the foregoing notice from the Receiving Party, the Receiving Party is not required to defend against such request and shall be permitted to disclose such Confidential Information of the Disclosing Party, with no liability for any damages that arise from such disclosure. Each Party hereto acknowledges and agrees that information and documentation provided in connection with this Agreement may be subject to disclosure pursuant to the California Public Records Act (Government Code Section 6250 et seq.).

14.2. Receiving Party acknowledges that its obligations hereunder are necessary and reasonable in order to protect Disclosing Party and the business of Disclosing Party, and expressly acknowledges that monetary damages would be inadequate to compensate Disclosing Party for any breach or threatened breach by Receiving Party of any covenants and agreements set forth in this Section 14. Accordingly, Receiving Party acknowledges that any such breach or threatened breach will cause irreparable injury to Disclosing Party and that, in addition to any other remedies that may be available except as otherwise limited under this Agreement, in law, in equity or otherwise, Disclosing Party will be entitled to obtain injunctive relief against the Item 1f
Attachment 1
8 DRAFT Agreement: Stem and SVCE [Redacted]
threatened breach of this Section 14 or the continuation of any such breach, without the necessity of proving actual damages.

Confidential Information specifically includes Covered Information, as defined in Exhibit J (Definitions of Terms), including Protected Personal Information(“PPI”) that identifies, relates to, describes, or is capable of being associated with, or could reasonably be linked, directly or indirectly, with a consumer, household, or customer account. In the event of an inadvertent disclosure of PPI, all such Covered Information and PPI must fully be protected from disclosure as set forth in California Public Utility Commission Decision D.12-08.045. In the event of an unauthorized release of Covered Information and PPI, CONTRACTOR shall comply with Exhibit C, (Procedures for Unauthorized Release of Covered Information).

14.3. Upon expiration or termination of this Agreement, the Receiving Party shall return to the disclosing Party any records used or received from the disclosing Party to perform services under this Agreement.

14.4. Notwithstanding Section 14.2, each Party shall prepare, maintain, and preserve all reports and records that may be required of it by federal, state, and local rules and regulations related to services performed under this Agreement. Each Party shall maintain such records for a period of at least three years after receipt of final payment under this Agreement. If any litigation, claim, negotiation, audit exception, or other action relating to this Agreement is pending at the end of the three-year period, then each Party shall retain said records until such action is resolved.

14.5. CUSTOMER shall have the right to examine, monitor and audit all records, documents, conditions, and activities of the CONTRACTOR and its subcontractors related to services provided under this Agreement. Pursuant to Government Code section 8546.7, if this Agreement involves the expenditure of public funds in excess of $10,000, the Parties to this Agreement may be subject, at the request of CUSTOMER or as part of any audit of CUSTOMER, to the examination and audit of the State Auditor pertaining to matters connected with the performance of this Agreement for a period of three years after final payment under the Agreement.

Title and ownership of the instruments used by Seller to provide Services are set forth in Exhibit H (Ownership; Title; License Grants).

15. NON-DISCRIMINATION

15.1. During the performance of this Agreement, CONTRACTOR, and its subcontractors, shall not unlawfully discriminate against any person because of race, religious creed, color, sex, national origin, ancestry, physical disability, mental disability, medical condition, marital status, age (over 40), or sexual orientation, either in CONTRACTOR’s employment practices or in the furnishing of services to recipients. CONTRACTOR shall ensure that the evaluation and treatment of its employees and applicants for employment and all persons receiving and requesting services are free of such discrimination. CONTRACTOR and any subcontractor shall, in the performance of this Agreement, fully comply with all federal, state, and local laws and regulations which prohibit discrimination. The provision of services primarily or exclusively to such target population as may be designated in this Agreement shall not be deemed to be prohibited discrimination.

16. INDEPENDENT CONTRACTOR

16.1. In the performance of work, duties, and obligations under this Agreement, CONTRACTOR is at all times acting and performing as an independent contractor and not as an employee of CUSTOMER. No offer or obligation of permanent employment with CUSTOMER is Item 1f
Attachment 1
9 DRAFT Agreement: Stem and SVCE [Redacted]
implied by this Agreement and CONTRACTOR shall not become entitled by virtue of this Agreement to receive from CUSTOMER any form of employee benefits including but not limited to sick leave, vacation, retirement benefits, workers’ compensation coverage, insurance or disability benefits. CONTRACTOR shall be solely liable for and obligated to pay directly all applicable taxes, including federal and state income taxes and social security, arising out of CONTRACTOR’s performance of this Agreement. In connection therewith, CONTRACTOR shall defend, indemnify, and hold CUSTOMER harmless from any and all liability which CUSTOMER may incur because of CONTRACTOR’s failure to pay such taxes.

17. NOTICES

17.1. Notices required under this Agreement shall be delivered personally or by first-class, postage pre-paid mail to CUSTOMER and CONTRACTOR’S contract administrators at the addresses listed below:

Silicon Valley Clean Energy Stem US Operations Inc.
100 California St., Suite 1400
San Francisco, CA 94111

18. MISCELLANEOUS PROVISIONS

18.1. Conflict of Interest. CONTRACTOR represents that it presently has no interest and agrees not to acquire any interest during the term of this Agreement related to CUSTOMER, Customer Products, CONTRACTOR’s subcontractors or suppliers involved in the performance of Services, or any other interest which would directly, or indirectly conflict in any manner or to any degree with the full and complete performance of the Services required to be rendered under this Agreement.

18.2. Amendment. This Agreement may be amended or modified only by an instrument in writing signed by CUSTOMER and the CONTRACTOR.

18.3. Waiver. Any waiver of any terms and conditions of this Agreement must be in writing and signed by CUSTOMER and the CONTRACTOR. A waiver of any of the terms and conditions of this Agreement shall not be construed as a waiver of any other terms or conditions in this Agreement.

18.4. Contractor. The term “CONTRACTOR” as used in this Agreement includes CONTRACTOR’s officers, agents, and employees acting on CONTRACTOR’s behalf in the performance of this Agreement.

18.5. Disputes. In the event of any dispute arising under this Agreement, within ten (10) days following the receipt of a written Notice from either Party identifying such dispute, the Parties shall meet, negotiate and attempt, in good faith, to resolve the dispute quickly, informally and inexpensively. If the Parties are unable to resolve a dispute arising hereunder within the earlier of either thirty (30) days of initiating such discussions, or within forty (40) days after Notice of the dispute, the Parties shall submit the dispute to mediation prior to seeking any and all remedies available to it at Law in or equity. The Parties will cooperate in selecting a qualified neutral mediator selected from a panel of neutrals and in scheduling the time and place of the mediation as soon as reasonably possible, but in no event later than thirty (30) days after the request for mediation is made. The Parties agree to participate in the mediation in good faith and to share the costs of the mediation, including the mediator’s fee, equally, but such shared costs shall not include each Party’s own attorneys’ fees and costs, which shall be borne solely by such Party. Unless agreed to in writing by each Party, the mediation shall be concluded within the earlier of (a) sixty (60) days after the mediator is selected, and (b) ninety (90) days of the date the dispute is submitted to mediation. If the mediation is unsuccessful, then either Party may seek any and all remedies available to it at law or in equity, subject to the limitations set forth in this Agreement.

Item 1f
Attachment 1
10 DRAFT Agreement: Stem and SVCE [Redacted]

18.6. Assignment and Subcontracting. Neither Party shall assign, sell, or otherwise transfer its interest or obligations in this Agreement without the prior written consent of the other Party which shall not be unreasonably withheld. None of the services covered by this Agreement shall be subcontracted without the prior written approval of CUSTOMER. Notwithstanding any such subcontract, CONTRACTOR shall continue to be liable for the performance of all requirements of this Agreement, including for all actions or inaction of any Subcontractor.

18.7. Successors and Assigns. This Agreement and the rights, privileges, duties, and obligations of CUSTOMER and CONTRACTOR under this Agreement, to the extent assignable or delegable, shall be binding upon and inure to the benefit of the Parties and their respective successors, permitted assigns, and heirs.

18.8. Cooperation, Further Assurances, and Joint Preparation of Agreement. Upon receiving a written request from the other Party, each Party agrees to take such further actions as reasonably necessary and desirable to carry out the terms and intent of this Agreement. Neither Party will unreasonably withhold, condition, nor delay compliance with any reasonable request under this subsection. Preparation of this Agreement has been a joint effort of the Parties, and the resulting document will not be construed more severely against one of the Parties than the other.

18.9. Compliance with Applicable Law. The Parties shall comply with all applicable federal, state, and local laws and regulations in performing this Agreement.

18.10. Headings. The headings are for convenience only and shall not be used to interpret the terms of this Agreement.

18.11. Time is of the Essence. Time is of the essence in each and all of the provisions of this Agreement.

18.12. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of California.

18.13. Non-exclusive Agreement. This Agreement is non-exclusive and both CUSTOMER and CONTRACTOR expressly reserve the right to contract with other entities for the same or similar services.

18.14. Construction of Agreement. CUSTOMER and CONTRACTOR agree that each Party has fully participated in the review and revision of this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of this Agreement or any amendment to this Agreement.

18.15. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. The signing of this Agreement and transmission by electronic document transfer or email will be acceptable and binding upon the Parties.

18.16. Authority. Any individual executing this Agreement on behalf of CUSTOMER or the CONTRACTOR represents and warrants hereby that he or she has the requisite authority to enter into this Agreement on behalf of such Party and bind the Party to the terms and conditions of this Agreement.

Item 1f
Attachment 1
11 DRAFT Agreement: Stem and SVCE [Redacted]

18.17. Equitable Relief. Each Party agrees and acknowledges (i) that the infringement of either Party’s Intellectual Property rights may cause irreparable injury and that the non-infringing Party agrees it will be entitled to apply for equitable relief, including injunction or injunctions as may be required to prevent any breach, infringement, or further breach or infringement of any Intellectual Property rights or disclosure or misuse of Confidential Information, and may specifically enforce such provisions or protect these rights by an action instituted in any court having jurisdiction, (ii) that damages may be an inadequate remedy for such a breach or infringement, and (iii) that the aggrieved Party may apply for such equitable relief without posting a bond or surety. Nothing in this Agreement will prevent or prohibit either Party from disputing the occurrence of such breach or infringement, including the occurrence of the default giving rise to the application for such injunctive relief.

18.18. Export Restrictions. The Parties acknowledge that the Services, software, and technical data provided under this Agreement may be subject to import, export, and re-export controls under the U.S. Export Administration Regulations and regulations under the Office of Foreign Assets Control of the U.S. Department of Commerce and regulations of other countries or governments. Neither Party shall export or re-export any Services, software, technical data, or Intellectual Property or undertake any transaction in violation of any such export and import laws. Each Party shall be responsible for its compliance with all such laws.

18.19. Force Majeure. A Party may suspend the performance of an obligation to the extent performance of such obligation is rendered impossible by a Force Majeure event. The affected Party will provide written notice to the other Party within 5 days of an event of Force Majeure or as soon as practicable. The suspension of performance by a Party for reasons of a Force Majeure event will be of no greater scope and no longer duration than that which is necessary.

The excused Party shall use commercially reasonable efforts to remedy its inability to perform.

If a Force Majeure event continues for 6 months, either Party may terminate this Agreement without liability for either Party.

18.20. Integration. This Agreement, including the Exhibits and Task Orders form a single integrated agreement represent the entire Agreement between CUSTOMER and the CONTRACTOR with respect to the subject matter of this Agreement and shall supersede all prior negotiations, representations, or agreements, either written or oral, between CUSTOMER and the CONTRACTOR as of the effective date of this Agreement, which is the date that CUSTOMER signs the Agreement.

18.21. Interpretation of Conflicting Provisions. In the event of any conflict or inconsistency between the provisions of this Agreement and the Provisions of any exhibit or other attachment to this Agreement, the provisions of this Agreement shall prevail and control.

18.22. Invalidity. If any court of competent jurisdiction finds or deems any provision of this Agreement to be invalid or unenforceable, it shall be considered severable and will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect. Any unenforceable provision of this Agreement will be reformed only to the extent necessary to make it enforceable. To the extent that any provision of this Agreement (including the Exhibits) excludes or limits any statutory liability which, according to mandatory provisions of Applicable Law, are not contractually excluded or limited by mutual agreement of the Parties, then such provision will be given only such effect if any, as is permitted by Applicable Law.

18.23. Liens. CONTRACTOR will not permit or suffer any liens or encumbrances on products or the Site Location arising directly from CONTRACTOR’s or any of its Subcontractors’ performance of the Services.

18.24. Reference. With prior written consent from CUSTOMER, CONTRACTOR may use CUSTOMER as a customer reference, use CUSTOMER’s name and logo in marketing materials, Item 1f
Attachment 1
12 DRAFT Agreement: Stem and SVCE [Redacted]
or ask CUSTOMER to participate in communication efforts such as quotes, press releases, case studies, and video testimonials.

18.25. Validity. This Agreement and each associated Task Order will only be valid when fully executed.

The Parties’ authorized representatives executed this Agreement as of the date below.

SIGNATURE OF THE PARTIES:

Stem US Operations Inc. Silicon Valley Clean Energy
BY:________________________________
__
BY:____________________________________
__
Title:_____________________________
Date: ____________________________ Date: ____________________________ Approved as to Form and Legality
BY:______________________________________
Date: ____________________________
Approved as to Financial Terms
BY:______________________________________
Date: ____________________________
Item 1f
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13 DRAFT Agreement: Stem and SVCE [Redacted]
Exhibit A: Form of Task Order
TASK ORDER [#]
This Task Order [#] is entered into by and between Stem US Operations, Inc. (“CONTRACTOR”) and [_____________] (“CUSTOMER”) dated effective as of the Task Order Effective Date. This Task Order is issued under and subject to the Standard Services Agreement (“Agreement”) with an Effective Date of [__________] by and between the Parties. Capitalized terms used but not otherwise defined in this Task Order, will have the meaning given to them in this Order Form or if not defined herein, in the Agreement.

1. Project Description
Attribute Value
Opportunity Name «Opportunity_Name»
Opportunity ID
Product Type «Deal_Type»
AC or DC-Coupled «Deal_Subtype»
Product Nameplate Capacity (kW) «Total_Hardware_(kW)»
Product Nameplate Capacity (kWh) «Total_Energy_Rating_(kWh)_Calc» Wholesale Market
Battery OEM/Vendor «OEM/Vendor»
Product Location Name «System_Name»
Product Location Address «Site_Street»
«Site_City», «Site_State»
«Site_Zip_Code»«TableEnd:syst»

2. Services – Select all applicable Services applicable, as described in Exhibit B (List of Services) to the Agreement
❑ Customer Onboarding Services
❑ Product Onboarding Services
❑ Athena® PowerBidder ProTM Subscription Services
❑ Professional Services
❑ Advisory Services

3. Term - The term of this Task Order is from the Effective Date, as established by the date of the last Party to execute this Task Order, and extends three years after the Go-Live Date for the Project described in Section 1, unless sooner terminated by the expiration of the term of the Agreement.

4. Pricing
Item 1f
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14 DRAFT Agreement: Stem and SVCE [Redacted]
CONTRACTOR [CUSTOMER]
By: By:

Printed Name: Printed Name:

Its: Its:

Date: Date:

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Exhibit B: List of Services
The following is a listing of the available Services subject to this Agreement. For purposes of this Exhibit B, the term “Stem” shall refer to “CONTRACTOR” as defined in the Agreement and the term “Customer” shall refer to “CUSTOMER” as defined in the Agreement.

1. Athena® PowerBidder ProTM Subscription Services Is a web application providing the following functionalities:
• Automated generation of wholesale market bids optimized by Stem’s Athena bidding engine, Customer-provided Customer Product information and telemetry, and market price forecasts • Automated submission of wholesale market bids to the market operator through a scheduling entity
• User configuration of inputs used by Stem’s Athena bidding engine • User override of bids generated by Stem’s Athena bidding engine before the bid submission • Monitoring of wholesale market bids and physical delivery of market services • Reporting of performance analytics and shadow settlement data

2. Integration Services. Stem will provide standard specification API interfaces for exchanging necessary data with Customer software systems. If the Customer cannot comply with the required specifications, the Parties will mutually agree in writing on any accommodation of custom specifications, lead time, and cost.

The integration specifications cover:
• API integration: Bids and offers; Awards; Solar Forecast (as relevant); and Hybrid Dynamic Limit (as relevant)
• DNP3.0 integration: Live telemetry

2.1. Customer Onboarding Services. Stem will provide onboarding support to the Customer to establish a functional data integration and for user training on Athena® PowerBidder ProTM. The Customer Onboarding Services include:
• API and DNP3.0 interface specification documentation; and • Up to ten hours of direct integration and testing support from Stem technical IT staff.

2.2. Product Onboarding Services. Stem will onboard the C u s t o m e r Product in Athena® PowerBidder ProTM and conduct applicable testing of functionality. The Customer Product Onboarding Services include:
• Training manual; and
• Up to six hours of user training by Stem.

3. Professional Services. Customer may purchase additional services at Stem’s then-current rates (“Professional Services”). When applicable, Professional Services and the associated fees are listed in Exhibit E (Pricing Table) to this Agreement or other document as mutually agreed by the Parties in writing.

4. Advisory Services. Customer may purchase additional services at Stem’s then-current rates (“Advisory Services”). When applicable, Advisory Services and the associated fees are listed in Exhibit E (Pricing Table) to this Agreement or other document as mutually agreed by the Parties in writing.

4.1. Energy Trading Strategy Development: Stem offers the customer with upfront advisory support to develop a set of pre-defined CAISO trading strategies for customer’s resource. • Document all system constraints that may impact trading strategy. • Confirm customer operational objectives and align on how to best reflect them within differentiated trading strategies.
• Meet with customer up to two (2) times for a total of up to three (3) hours to iterate on and confirm final trading strategies. Stem will deliver up to three (3) distinct trading strategies.

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SILICON VALLEY \3/ CLEAN ENERGY

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4.2. Energy Trading Advisory Services (must also purchase Energy Trading Strategy Development): Stem meets with customer to review performance of their trading strategies and provide advisory support on strategy refinement.
• Analyze customer’s trading strategies to determine key trends, takeaways, and KPIs, including assessment of backcast simulations to compare performance of customer’s alternative trading strategies.
• Summarize key implications for trading strategies of evolving market rules and regulatory requirements.
• Includes one (1) two-hour meeting with the customer every month. Stem will deliver results of its analysis in a PowerPoint deck.

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Exhibit C: Scope of Customer Support Services
For purposes of this Exhibit C, the term “Stem” shall refer to “CONTRACTOR” as defined in the Agreement and the term “Customer” shall refer to “CUSTOMER” as defined in the Agreement.

1. Issue Severity Levels. The table below lists the issue severity levels.

Issue
Severity
Definition
Level 1
An error in the Services that (i) causes the Services to cease operating in any material respect; or (ii) is likely to directly or indirectly delete, impair, damage, or corrupt any Customer Product, Customer Data, or Usage Data; and (iii) does not have a known workaround.

Level 2
An issue where the Services remain operational but results in (i) a significant function of the Services is impaired or (ii) a material adverse impact on Customer’s business and does not have a known workaround.

Level 3
An issue that causes a minor impairment of the functioning of the Services, which adversely affects, or is likely to adversely affect, Customer’s business, and does not have a known workaround.

Level 4
An issue that causes a minor impairment of the functioning of the Services, but such impairment does not have, and could not reasonably be expected to have, an adverse effect on Customer’s business.

2. Issue Response Times. Subject to section 4 below, Stem shall make commercially reasonable efforts to (i) acknowledge issues in the Services in accordance with the Response Time set forth in the below issues severity table, and (ii) assign resources to correct issues in accordance with the Corrective Action Time set forth in the below issues severity table. Failure of (i) or (ii) shall not constitute a Stem breach.

Issue Severity Response Time Corrective Action
Time
Level 1 2 Support Hours 4 Business Hours
Level 2 4 Support Hours 1 Business Day
Level 3 1 Business Day 3 Business Days
Level 4 3 Business Days 5 Business Days

3. Availability Guarantee. Subject to section 4 below, Stem shall provide Athena® PowerBidder ProTM to Customer such that Annual Availability meets or exceeds 99.5% (“Availability Guarantee”).

A. Availability Guarantee Cure. In the event Stem fails to achieve the Availability Guarantee for any Service Year, Stem will, within 90 days of the last day of the Service Year in which such failure occurred, either issue a credit to or pay Customer an amount equal to the sum of the then-current Capacity Price plus the Fixed Project Price prorated by the difference between the Availability Guarantee set forth above and the Annual Availability. All cure amounts paid under this exhibit are paid as liquidated damages and are not a penalty. Stem’s failure to achieve the Availability Guarantee offered in this exhibit will not be considered a breach or default under the Services Agreement.

4. Liquidated Damages. Subject to the general conditions stated in this exhibit, in the event Stem fails to achieve the Availability Guarantee, Stem shall immediately pay or credit to Customer, as liquidated damages, and upon written demand by Customer and within 30 days of receipt of such demand by Stem the cure amounts set forth in section 3 above with regard to the Availability Guarantee.

A. Acknowledgement Regarding Liquidated Damages. The Parties acknowledge that (i) it is difficult or impossible to determine with precision the damages that would or might be incurred by Customer as a result of Stem’s failure to achieve the Availability Guarantee in this exhibit, (ii) otherwise obtaining an adequate remedy is inconvenient, and (iii) the liquidated damages constitute a Item 1f
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reasonable approximation of the harm or loss. The Parties hereby waive any right to contest such payments as an unreasonable penalty.

5. General Conditions. Certain conditions outside of Stem’s control may adversely affect Stem’s ability to provide Services or meet the issue response times of this Task Order. If any of the following events occur at any time after the Task Order Effective Date, Stem may, upon notice to and in consultation with Customer, make changes to the Services or any cures.

A. A material change in the configuration or utilization of the Customer Products as required or caused by Customer where such change affects Stem’s ability to perform the Services under this Task Order.

B. A material change in Market compliance requirements where such change affects Stem’s ability to perform the Services under this Task Order.

C. Customer’s failure to comply with the technical requirements or API specifications stated in Exhibit D (Technical Requirements).

D. Any action or inaction by Customer or its representative or Affiliate, including delays in providing information or participating in troubleshooting, as reasonably required by Stem to provide a resolution to the applicable issue,
E. Any external factor outside of Stem’s control including Force Majeure events.

F. Unavailability of Customer Products or wholesale market Products.

G. Any changes in Customer systems such as communications, network configuration, or firewalls.

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Exhibit D: Technical Requirements
Customer shall adhere to the following technical requirements and specifications.

1. Bids and Offers API Interface. [to be provided]

2. Awards API Interface. [to be provided]

3. Hybrid Dynamic Limits API Interface. [to be provided]

4. Solar Forecasts API Interface. [to be provided]

5. Live Telemetry DNP3.0 Interface. [to be provided]

6. Supported Web Browsers and Screen Resolution. [to be provided] Item 1f
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Item 1f
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Exhibit F: Payment Terms and Conditions

1. PRICES; PAYMENTS

1.1. Prices and Fees. Task Orders reflect the prices and fees associated with the Services.

1.2. Prices for Services shall not exceed the amounts described in for the initial term of the Agreement, as adjusted annually as provided by the Escalator Fee therein.

Negotiations for rate changes shall be commenced, by CONTRACTOR, a minimum of ninety days (90) prior to the expiration of the Agreement. Rate changes are not binding unless mutually agreed upon in writing by CUSTOMER and the CONTRACTOR.

1.3. Taxes. Prices and fees do not include Taxes, any Taxes related to the receipt of Services by Customer are CUSTOMER’s responsibility. To the extent Applicable Law requires CONTRACTOR to pay or collect Taxes from CUSTOMER, CONTRACTOR will invoice CUSTOMER, and CUSTOMER shall pay such amounts directly to CONTRACTOR under the invoice. If CUSTOMER is exempt from Taxes and before any Taxes are collected, due, or paid by CONTRACTOR, CUSTOMER shall submit to CONTRACTOR its exemption certification in the proper form issued by the applicable taxing authority. CUSTOMER is not responsible for any Taxes related to the performance of the Services by CONTRACTOR under this Agreement or the conduct of CONTRACTOR’s business.

1.4. Invoices. CONTRACTOR will submit invoices to CUSTOMER for Customer’s Share of any amounts due under this Agreement or relevant Task Order in accordance with this Agreement.

1.5. Payments. CUSTOMER shall pay all undisputed invoices (i) in accordance with the terms and conditions of the relevant invoice, (ii) without offset, abatement, or reduction, and (iii) in U.S. dollars unless stated otherwise in the relevant invoice.

1.6. Payment Dispute. CUSTOMER may dispute an invoice by providing CONTRACTOR with written notice. Such notice must (i) identify the disputed invoice, (ii) outline in reasonable detail the basis for the dispute, (iii) state the amount in dispute, and (iv) and submit such dispute to CONTRACTOR no fewer than 15 days before the invoice due date. The Parties will deem undisputed invoices correct in all respects, and CUSTOMER shall pay any undisputed portions of each invoice as set forth in this Agreement.

1.7. Withholding of Payments. CUSTOMER may withhold any payment amounts in dispute or any amounts sufficient to reasonably protect CUSTOMER from loss, damage, or expense arising out of a documented third-party assertion of any claim or lien against CUSTOMER arising in connection with this Agreement or any Task Order.

1.8. Overdue Payments. CONTRACTOR may charge interest of 1.5% per month on all undisputed payments not received by CONTRACTOR in accordance with this Exhibit F subsection 1.5. If an undisputed amount is past due more than 30 days, without limiting CONTRACTOR’s termination rights under this Agreement, CONTRACTOR will have the right, but not the obligation, to suspend performance under the affected Task Order until CONTRACTOR has received all undisputed overdue amounts owed under the Task Order, regardless of whether CUSTOMER has satisfied payment of Customer’s Share of the amounts owed under the Task Order.

1.9. Costs and Fees. In addition to any other remedies available to CONTRACTOR at law or equity, CUSTOMER shall pay on demand all of CONTRACTOR’s reasonable attorney fees or expenses incurred by CONTRACTOR to collect any undisputed overdue payments.

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Exhibit G: Procedures for Unauthorized Release of Covered Information SCOPE
CONTRACTOR hereby agrees to adhere to these Procedures for detecting and reporting the unauthorized release of Covered Information, including Protected Personal Information (“PPI”).

These Procedures apply to the following unauthorized release activities:

1. Unauthorized access

2. Unauthorized destruction

3. Unauthorized use

4. Unauthorized modification

5. Disclosure to third parties for Secondary Purposes (see below)

DEFINITIONS
Covered Entity – (1) any Community Choice Aggregator or Electrical Service Provider (when providing service to residential or small commercial customers), or any third party that provides services to a Community Choice Aggregator or Electrical Service Provider (when providing service to residential or small commercial customers) under contract, (2) any third party who accesses, collects, stores, uses or discloses covered information pursuant to an order of the Commission, unless specifically exempted, who obtains this information from an electrical corporation, a Community Choice Aggregator or an Electrical Service Provider (when providing service to residential or small commercial customers), or (3) any third party, when authorized by the customer, that accesses, collects, stores, uses, or discloses covered information relating to 11 or more customers who obtains this information from an electrical corporation, a Community Choice Aggregator or an Electrical Service Provider (when providing service to residential or small commercial customers).

Covered Information -- any usage information obtained through the use of the capabilities of Advanced Metering Infrastructure when associated with any information that can reasonably be used to identify an individual, family, household, residence, or non-residential customer, except that covered information does not include usage information from which identifying information has been removed such that an individual, family, household or residence, or non-residential customer cannot reasonably be identified or re-identified. Covered information, however, does not include information provided to the California Public Utilities Commission (the “Commission”) pursuant to its oversight responsibilities.

Primary Purposes – The “primary purposes” for the collection, storage, use, or disclosure of covered information, as outlined in Rule 1(c) of Attachment B, are to:

1. Provide or bill for electrical power or gas,

2. Provide for system, grid, or operational needs,

3. Provide services as required by state or federal law or as specifically authorized by an order of the Commission, or

4. Plan, implement, or evaluate demand response, energy management, or energy efficiency programs under contract with a Community Choice Aggregator or and Electrical Service Provider (when providing service to residential or small commercial customers), under contract with the Commission, or as part of a Commission authorized program conducted by a governmental entity under the supervision of the Commission.

Secondary Purposes – “Secondary purpose” means any purpose that is not a primary purpose.

Non-Covered Entity – “Non-Covered Entity” means any entity not defined as a Covered Entity.

Responsible Parties -- CUSTOMER, CONTRACTOR, and any staff, employees, or sub consultants contracted by CUSTOMER or CONTRACTOR.

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PROCEDURE
Detecting and Reporting of Unauthorized Releases

1. All Responsible Parties are required to protect Covered Information from unauthorized release activities as set forth above.

2. Any request by any non-Covered Entities, for access to Covered Information must be reviewed and approved by an CUSTOMER manager level employee to ensure no unauthorized or inadvertent release of Covered Information.

3. All authorized releases of Covered Information to Non-Covered Entities shall be logged and reported to CUSTOMER on a quarterly basis.

4. Any discovery of any unauthorized release of Covered Information must be reported to CUSTOMER within one week of detection.

Unauthorized Release Handling Procedure

1. The discovering Party after detecting, or discovery of, the unauthorized release of Covered Information must contact CUSTOMER’s Dir. of Finance and Administration (or another executive manager) immediately.

2. CONTRACTOR will quantify and validate the type and extent of unauthorized release and report that information to CUSTOMER’s Dir. of Finance and Administration in writing with sufficient detail for CUSTOMER to determine the extent and impact of the unauthorized release.

3. CONTRACTOR shall prepare a written annual report of all discoveries of unauthorized releases of Covered Information.

Review and Training

1. At least annually, CONTRACTOR will review these Procedures with its staff, employees, or sub consultants.

2. Any proposed changes to these Procedures shall be provided in writing to CUSTOMER’s Dir. of Finance and Administration for their consideration.

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Exhibit H: Ownership; Title; License Grants

1. Services Title and Ownership. CUSTOMER agrees that CONTRACTOR will retain title to and be the legal and beneficial owner of the Services (which includes any CONTRACTOR-provided equipment) and all alterations, additions, or improvements made to the Services. CUSTOMER acknowledges and agrees that the Services will at all times retain the legal status of CONTRACTOR’s personal property. The Services and any associated equipment involved with the Services are not CUSTOMER’s or any other Person’s real property or any fixture to real property. CUSTOMER acknowledges that it will in no event have any ownership or leasehold interest of any kind or nature in any portion of the Services, including, but not limited to, all technology and software components, and CUSTOMER disclaims all interest or ownership at any time. This section shall not apply to information supplied by CUSTOMER to CONTRACTOR under this Agreement or any work product produced by CONTRACTOR that uses or relies on CUSTOMER information which shall remain the exclusive property of CUSTOMER.

1.1. Intellectual Property Ownership. All Intellectual Property rights in the Services, including, but not limited to, copyrights, trademarks, patents, and trade secrets, including without limitation rights as to their design, functionality, and embedded or provided software or applications, are CONTRACTOR’s sole and exclusive property or, where applicable, the property of CONTRACTOR’s suppliers and Affiliates, and are protected by trade secrets, patent and copyright laws, and other laws protecting Intellectual Property. CONTRACTOR reserves all rights not expressly granted in an Integrated Services Agreement, including, without limitation, all rights to modifications and derivative works based on such property.

An Integrated Services Agreement involves providing Services and limited right to use related and provided applications or software. It is not a sale of any Intellectual Property rights of such Services.

1.2. License to Services. CONTRACTOR grants to CUSTOMER and End Users a limited, personal, non-sublicensable, non-transferable, non-exclusive license to use CONTRACTOR’s Intellectual Property rights in the Services during the term of each Integrated Services Agreement to the extent it is necessary for, and for the sole purpose of, using the Services in compliance with their designed purpose.

Except as provided in this Agreement or an Integrated Services Agreement, CUSTOMER and End Users shall not (i) copy, make available, provide access to, or distribute, license, or otherwise transfer, directly or indirectly, any Intellectual Property rights in the Services to any third party; (ii) decompile, disassemble, reverse-assemble, analyze, or otherwise examine such property, equipment, or software for reverse engineering; (iii) unless otherwise agreed to in writing, use any Services or the Intellectual Property rights to develop other products, devices, inventions, hardware, or software; (iv) use, test or analyze the Services for comparison or competitive testing or “benchmarking” (except for CUSTOMER’s confidential internal purposes) or publish, disclose or disseminate the results; or (v) remove, fail to maintain or obscure any proprietary notices on the Services.

1.3. Derivative Works Ownership. In connection with the Services and in accordance with one or more Task Orders, CONTRACTOR may create software or other content for use with Products, which software or content may be derivative of CONTRACTOR Intellectual Property (“Derivative Works”).

CONTRACTOR will be the sole and exclusive owner of any Derivative Works, and upon its creation, any such Derivative Works will be CONTRACTOR Intellectual Property. Such Derivative Works will not be considered “work for hire.”

1.4. CUSTOMER Data License Grant. Except for the rights expressly granted to CONTRACTOR in this Agreement or a Task Order, CUSTOMER exclusively owns all interest in and to all CUSTOMER Data.

During the Term of this Agreement and subject to Section 14.1 of the Agreement, CUSTOMER grants CONTRACTOR a royalty-free license to access, use, and allow CONTRACTOR’s Subcontractors to use such CUSTOMER Data as is necessary for CONTRACTOR to provide the Services and perform CONTRACTOR’s obligations in accordance with the terms of this Agreement . CONTRACTOR and its Subcontractors shall not use CUSTOMER data for any purpose other than to perform Services under this Agreement or any Task Order.

Item 1f
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Exhibit I: Services Warranty

1. Services Warranty

1.1. Services Warranty. During the term of each Task Order, CONTRACTOR warrants that (i) the Services will be free from material defects in workmanship, material, and design; and (ii) CONTRACTOR shall perform or shall cause the performance of the Services in accordance with this Agreement and each Task Order.

1.2. Remedy Under Services Warranty. Following notice from CUSTOMER, or upon CONTRACTOR becoming aware of a defect covered by the Services Warranty and subject to subsection 1.3, CONTRACTOR shall, at its sole cost and expense and as commercially reasonable, take such action necessary and reasonably determined by CONTRACTOR, to cure such defect and to bring it to conformance with the Services Warranty.

1.3. Limitations of Services Warranty. CONTRACTOR will be excused under subsection 1.2 to the extent the defect or CONTRACTOR’s inability to perform the Services in accordance with the standards stated in subsection 1.1 is due to any of the following: (i) defects in, damage to, or destruction of any portion of the Customer Products, (ii) the inoperability of any equipment or services at a Site Location not caused by CONTRACTOR, (iii) CUSTOMER’s or End User’s breach of any provision of the Agreement including any act or omission, negligence, gross negligence, or willful misconduct, (iv) cancellation or termination of Manufacturers’ Warranties or Preventive Maintenance Plans, where such cancellation or termination adversely effects CONTRACTOR’s ability to perform the Services and such cancellation or termination is not due to an act or omission by CONTRACTOR, or (v) a Force Majeure event.

1.4. Services Warranties Restrictions. Services Warranties are not a warranty for Products; CONTRACTOR has no responsibility for any Manufacturers’ Warranties or any Preventive Maintenance Plans for Products not purchased from or through CONTRACTOR, including acts or omissions that may cause the cancellation or termination of such warranties or maintenance plans.

1.5. Disclaimer of Warranties. Subject to any limitations under Applicable Law, the limited warranties stated in this Agreement are expressly instead of and exclude all other express or implied warranties, including, but not limited to, warranties of merchantability and fitness for a particular purpose, use, or application, and all other obligations or liabilities on the part of CONTRACTOR. Except as specified in these limited warranties or elsewhere in this Agreement or any associated Task Order, CONTRACTOR is providing Services “as is.”
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Exhibit J: Definitions
Capitalized terms utilized in this Agreement, any associated Task Order amendment, addendum, or any other document attached to the listed documents by reference have the meaning where first used or defined in this Exhibit J. These terms will apply to the singular or plural forms, as the context may require.

For purposes of this Exhibit J, the term “Stem” shall refer to “CONTRACTOR” as defined in the Agreement and the term “Customer” shall refer to “CUSTOMER” as defined in the Agreement.

1. “Affiliate” means, when used regarding a specified Person, any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the specified Person, where “control” and derivative terms mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of more than 50% of voting securities, by contract, or otherwise.

2. “Applicable Law” means any law, statute, rule, regulation, ordinance, order, code, governmental approval, interpretation, judgment, decree, injunction, directive, or decision of any governmental authority having jurisdiction over the matter, Person, or property.

3. “Athena® PowerBidder ProTM” means Stem’s Software-as-a-Service application providing the capabilities set forth in Exhibit B (List of Services) of this Agreement.

4. “Business Day” means any day from 9:00 a.m. to 5:00 p.m. Pacific Prevailing Time, excluding Saturdays, Sundays, or days when commercial banks in San Francisco are required or authorized by Applicable Law to be closed.

5. “Business Hours” means the period during a Business Day between the applicable Time Zone hours of 8 a.m. to 5 p.m. relevant to the Market associated with bids.

6. “Confidential Information” means information relating to a Party’s business, including, without limitation, computer programs, software, technical drawings, algorithms, know-how, trade secrets, formulas, processes, ideas, inventions (whether patentable or not), designs, schematics and other technical, business, financial, Customer and Product information, data and development plans, of any nature and in any form, which to the extent previously, presently or subsequently disclosed to the other Party (provided such information was or is marked or designated in writing as “confidential,” “proprietary,” or any other similar term or designation or was or is disclosed in a manner that a reasonable person would have understood that such information is confidential and proprietary). Confidential Information also includes Stem’s prices, quotes, discounts, proposals to Customer, Customer’s solar energy estimates, conceptual layouts, installation techniques, and proposals provided to Stem. Confidential Information does not include (i) information that was publicly available at the time of the disclosure, other than as a result of a disclosure in breach of this Agreement; (ii) information that becomes publicly available through no fault of the recipient after the time of the delivery; (iii) information that was rightfully in the possession of the recipient (without confidential or proprietary restriction) at the time of delivery or that becomes available to the recipient from a source not subject to any restriction against disclosing such information to the recipient; and (iv) information that the recipient independently developed without a violation of this Agreement.

7. “Contract Fees” has the meaning set forth in Section 8.2.

8. “Customer Data” means all information, data, materials, works, expressions, or other content, including any that are (i) uploaded, submitted, posted, transferred, transmitted, or otherwise provided or made available by or on behalf of Customer or any End User or related to any Customer Product for processing by or through the Services, or (ii) collected, downloaded, or otherwise received by Stem related to the Services for Customer, Customer Product or any End User through this Agreement or any Task Order or at the written request or instruction of Customer or such End User. All output, copies, reproductions, improvements, modifications, adaptations, and translations of Customer Data are also Customer Data. To avoid doubt, Customer Data includes all data relating to End Users and any personally identifiable information.

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9. “Customer’s Share” means the apportioned share of payment that Customer is responsible for paying as provided for in each applicable Task Order signed by the Parties.

10. “Customer Products” means the battery energy storage systems, (including inverters, inverter enclosures, battery enclosures, battery racking, thermal conditioning units, equipment to be housed within the enclosures, batteries at the module level, battery modules previously integrated into the rack level, or battery modules integrated into larger battery blocks or stack), and solar photovoltaic equipment, as defined by the applicable wholesale market operator, that is bid into the CAISO wholesale market by the Services and to which Services will be applied under this Agreement.

11. “Default Customer Data” means any Customer Data that is not Modified Customer Data.

12. “Default Mode” means any operation of Stem’s Services that is not Modified Mode.

13. "Disclosing Party”has the meaning set forth in Section 14.1.

14. “Effective Date” means the date this Agreement has been signed by the last Party, as indicated by the date associated with that Party’s signature.

15. “End User” means the Person under contract with Customer that may be utilizing the Services at a Site Location. Stem assumes no direct or indirect liability or obligation to any End User relating to this Agreement or any Integrated Services Agreement.

16. “Escalation Fee” means the percentage of the increase that applies to the fees as indicated in Exhibit E (Pricing Table).

17. “ESS” means battery energy storage systems, inverters, inverter enclosures, battery enclosures, battery racking, thermal conditioning units, equipment to be housed within the enclosures, batteries at the module level, battery modules previously integrated into the rack level, or battery modules integrated into larger battery blocks or stack.

18. “Force Majeure” means an unforeseeable event beyond a Party’s control and which, with the exercise of reasonable diligence, the affected Party is unable to prevent or overcome, including acts of God, fire, flood, riots, pandemics, strikes, governmental acts or actions, disasters, earthquakes, acts of terrorism, freight embargoes, and material shortages or the inability to obtain labor or materials through its regular sources as caused by Force Majeure events. Such acts, events, or conditions listed above will only be deemed Force Majeure to the extent they (i) directly impact the Services performed under this Agreement and are beyond the reasonable control of the Party claiming a delay, (ii) are not the result of the willful misconduct or negligent act or omission of the Party asserting the delay (or any person over whom that Party has control), (iii) are not an act, event, condition, or the risk of consequence of which such Party has expressly assumed under this Agreement, and (iv) are not able to be cured, remedied, avoided, offset, or otherwise overcome by the prompt exercise of reasonable diligence by the Party (or any Person over which that Party has control). The obligation to make any payment due under this Agreement will only be excused by a Force Majeure event that solely impacts a Party’s ability to make payment.

19. “Go-Live Date” means the date when CUSTOMER’s Product under a Task Order is available for live operations within Athena® PowerBidder ProTM .

20. “Initial Go-Live Date” means the Go-Live Date of CUSTOMER’s first Product under Task Order 1.

21. “Intellectual Property” means copyrights, patents, trademarks, service marks, service names, trade names, domain names, together with all associated goodwill, registrations and applications for the purpose, technology rights and licenses, computer software (including any source or object codes or related documentation), trade secrets, franchises, know-how, inventions, and other Intellectual Property rights.

22. “Manufacturer” means the original equipment manufacturer of the Products or other items.

23. “Manufacturers’ Warranties” means Product warranty coverage provided by a Manufacturer. When applicable, a Task Order lists Manufacturers’ Warranties by the Manufacturer-specific descriptors, such as Item 1f
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extended warranty, long-term services agreement (also referred to as LTSA and which may include preventive maintenance), or some other reference.

24. “Modified Customer Data” means any market or weather forecasts, bidding strategies, or individual bids provided by Customer as a replacement for the corresponding default forecasts, bidding strategies, or individual bids used by the Services.

25. “Modified Mode” means the operation of the Services as a result of Customer’s entry of Modified Customer Data.

26. “Person” means any individual, corporation, partnership, joint venture, trust, unincorporated organization, association, or governmental authority.

27. “Preventive Maintenance Plan” means the plan, as provided by a Manufacturer, that details the preventive maintenance to be provided by the Manufacturer for the Products.

28. “Prudent Industry Practices” means the practices, methods, specifications, and acts engaged in or approved by a significant portion of the energy optimization service industry operating in the United States that, at a particular time, in the exercise of reasonable judgment in light of the facts known or that reasonably should have been known at the time a decision was made, would have been expected to accomplish the desired result in a manner consistent with Applicable Law, reliability, safety, environmental protection, economy, and expedition.

29. “PV Equipment” means Customer’s solar photovoltaic equipment installed at the Site.

30. “Scheduled Unavailable Hours” means the total hours during which Athena PowerBidder is not available due to maintenance activity as scheduled by Stem and notified to Customer with seven days’ notice, not to exceed two hours per 30-day period.

31. “Service Fees” means the fees Stem charges to Customer for any Services provided (including:

Integration Services; and Professional Services), except for Subscription Fees.

32. “Services” means the services provided by Stem to Customer with respect to operation of the Products as set forth in a Task Order. “Service Year” means each 12-month period of the Services Order Term beginning on the Services Order Effective Date. Each subsequent Service Year begins on the anniversary of the prior Service Year.

33. “Services Warranty” means the warranties, as provided by Stem with regard to the Services.

34. “Site Location” means the actual area and the associated utility meter number, when applicable, within the project locations as identified in a Task Order, where the Products are or will be installed. A Site Location may also be the address of the premises when the installation area is not yet determined.

35. “Subcontractor” means any Person other than Stem that provides Services.

36. “Subscription Fees” means the fees charged for Customer’s subscription to Athena® PowerBidder ProTM .

37. “Support Hours” means the period, 365 days per year excluding NERC holidays, between the applicable Time Zone hours of 8 a.m. to 5 p.m. relevant to the Market associated with bids.

38. “Task Order” means the individual and specific document excuted by both Parties and which details the Services, the associated prices and fees, and may provide additional terms and conditions. Upon entry by the Parties into any Task Order, the Integrated Services Agreement formed will be a standalone, separable instrument, incorporating the terms of this Agreement as they exist on the effective date of such Task Order.

39. “Taxes” means all federal, state, local, and foreign taxes, including, without limitation, sales, use, value-added, general excise tax, or ad valorem tax that apply to or are measured by a taxing or governmental Item 1f
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agency or are imposed upon a Party with respect to the Services, or the value, presence in a taxing jurisdiction, or use of the Products. Taxes will not include income or similar taxes owed by Stem on revenue from the Products sale or any other product or service under this Agreement.

40. “Time Zone” means the following (i) CAISO local time zone is Pacific, ERCOT local time zone is Central, and ISO-NE local time zone is Eastern.

41. “Utility” means the entity identified in section 6 at the beginning of this Services Order.

Item 1f
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TASK ORDER 1- SVCE
This Task Order 1-SVCE is entered into by and between Stem US Operations, Inc. (“CONTRACTOR”) and Silicon Valley Clean Energy (“CUSTOMER”) dated effective as of the Task Order Effective Date. This Task Order is issued under and subject to the Services Agreement (“Agreement”) with an Effective Date of [__________] by and between the Parties. Capitalized terms used but not otherwise defined in this Task Order, will have the meaning given to them in this Order Form or if not defined herein, in the Agreement.

1. Project(s) Description.

Attribute Value
Opportunity Name «SVCE – PowerBidder Pro Slate - CA»
Opportunity ID
Product Type «Deal_Type»
AC or DC-Coupled «Deal_Subtype»
Product Nameplate Capacity (kW) «Total_Hardware_(kW)»
Product Nameplate Capacity (kWh) «Total_Energy_Rating_(kWh)_Calc» Wholesale Market «CAISO»
Battery OEM/Vendor «OEM/Vendor»
Product Location Name «System_Name»
Product Location Address «Site_Street»
«Site_City», «Site_State» «Site_Zip_Code»
Attribute Value
Opportunity Name «SVCE – PowerBidder Pro RabbitBrush - CA» Opportunity ID S-1223-42300
Product Type «SAS (SW Only)»
AC or DC-Coupled «Deal_Subtype»
Product Nameplate Capacity (kW) «Total_Hardware_(kW)»
Product Nameplate Capacity (kWh) «50,000»
Wholesale Market «CAISO»
Battery OEM/Vendor «OEM/Vendor»
Product Location Name «System_Name»
Product Location Address «Site_Street»
«Site_City», «Site_State» «Site_Zip_Code»
Attribute Value
Opportunity Name «SVCE – PowerBidder Pro Victory Pass - CA» Opportunity ID S-0423-26038
Product Type «SAS (SW Only)»
AC or DC-Coupled «Deal_Subtype»
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Product Nameplate Capacity (kW) «Total_Hardware_(kW)»
Product Nameplate Capacity (kWh) «200,000»
Wholesale Market «CAISO»
Battery OEM/Vendor «OEM/Vendor»
Product Location Name «System_Name»
Product Location Address «Site_Street»
«Site_City», «Site_State» «Site_Zip_Code»

2. Services. Select all applicable Services applicable, as described in Exhibit B (List of Services) to the Agreement
❑ Customer Onboarding Services
❑ Product Onboarding Services
❑ Athena® PowerBidder ProTM Subscription Services
❑ Professional Services
❑ Advisory Services

3. Term. The term of this Task Order is from the Effective Date, as established by the date of the last Party to execute this Task Order and extends three years after the Go-Live Date for the Project described in Section 1, unless sooner terminated in accordance with the terms of the Agreement.

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In the event of any conflict between the Agreement and this Task Order, the terms of the Agreement will govern except as changed explicitly by this Task order. No modification to this Task Order will be binding unless in writing and signed by an authorized representative of each Party. Any express waiver or failure to promptly exercise any right under this Task Order will not create a continuing waiver or any expectation of non-enforcement, nor will such waiver constitute a waiver of any other provision. Any waiver will be effective only if it is in writing and signed by the Parties.

For the avoidance of doubt, except where expressly indicated, the fees for the applicable Services do not include sales or other associated tax, which will be added to each applicable invoice as applicable associated with this Task Order and, unless otherwise stated in the relevant invoice, are payable within thirty (30) days from Customer’s receipt of each invoice. Fees will be invoiced and paid in US dollars.

IN WITNESS WHEREOF, each Party has caused this Task Order to be duly executed in its name and on its behalf on the date below, the latest date shall be the Effective Date.

CONTRACTOR [CUSTOMER]
By: By:

Printed Name: Printed Name:

Its: Its:

Date: Date:

Item 1f
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Staff Report – Item 1g
Item 1g: Approve and Authorize the Chief Executive Officer to Execute a Contract Amendment with School of Thought for Marketing And Advertising Services to Extend for Two Years for an Amount Not to Exceed $600,000
From: Girish Balachandran, CEO
Prepared by: Adam Selvin, Director of Energy Services and Community Relations Pamela Leonard, Deputy Director of Marketing & Communications Date: 2/14/2024

RECOMMENDATION
Staff recommends the Board of Directors authorize the Chief Executive Officer to extend the current contract agreement with School of Thought for two years and add $300k for a new not to exceed amount of $600,000 for marketing and advertising services through February 2026. These services will help continue to promote customer electrification awareness and education, and drive interest and enrollment in customer programs.

BACKGROUND
In January 2022, the SVCE Board of Directors approved a two-year agreement with School of Thought, a respected Oakland-based creative marketing agency. This agreement aimed to bolster Silicon Valley Clean Energy's efforts in fostering customer electrification awareness for the SVCE eHub, alongside other electrification initiatives. To date, School of Thought has helped create and run several marketing campaigns and has spent roughly $250,000 of the $300,000 in the current contract.

The selection of School of Thought followed a rigorous evaluation process, including a competitive request for proposals (RFP) conducted by SVCE staff in 2022. The current contract with School of Thought allows for the opportunity to extend as mutually decided between both parties and approved by the SVCE Board of Directors.

As the contract with School of Thought nears its conclusion at the end of February 2024, SVCE staff acknowledges the substantial contributions the marketing and advertising support provided by School of Thought has made in raising awareness and driving interest in customer programs. School of Thought, in a prior agreement, was pivotal in providing strategic messaging, website design, and user experience services for the development of the SVCE eHub in 2019 and also provided media buying services for SVCE’s support of the Building Decarbonization Coalition’s Switch Is On electrification awareness campaign. This has resulted in deep industry expertise that helps focus messaging that creatively educates customers about topics such as heat pumps, electric vehicles and whole home electrification.

Under the current agreement, School of Thought orchestrated highly effective campaigns such as "Homecrastination" for eHub and "Pays to be in the know" for the FutureFit Homes rebate program. Notably, the latter significantly increased web traffic to the FutureFit Homes webpage and eHub, demonstrating a tangible impact on customer engagement. Specifically, campaign results show a correlation between web traffic and applicant submissions during the time the “Pays to be in know” ads were running in September 2023 promoting the FutureFit Homes rebates.

Item 1g
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1g Agenda Date: 2/14/2024

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Moreover, School of Thought provided invaluable support in crafting SVCE’s first-ever DMV ads to promote the GridShift EV Charging app. The creativeness of these ads, was evident in heightened Google searches for GridShift during their peak rotation in the SVCE territory, showing the agency's adeptness in amplifying brand visibility and consumer engagement.

To date, the School of Thought advertising campaigns have delivered higher results than industry benchmarks for the number of impressions and clicks for digital ads. The videos have a high completion rate, meaning that customers are viewing them, and not skipping past them.

Continuing our partnership with School of Thought offers SVCE the strategic advantage of collaborating with an agency deeply familiar with our brand, tone, and mission. Their tenure of service over the past few years has sparked a profound understanding of SVCE's objectives, facilitating seamless alignment in advancing our electrification initiatives.

ANALYSIS & DISCUSSION
Renewing the contract with School of Thought holds immense strategic value for SVCE, amplifying our capacity to advance key objectives in decarbonization through enhanced customer education and engagement initiatives. Paid advertising is still a valuable tool to supplement the many tactics SVCE deploys annually to help address the significant lift in consumer education, awareness, and inspiration around electrification.

The renewal of the current agreement empowers SVCE to harness School of Thought's creativeness and strategic vision across advertising, media planning, and marketing services. By leveraging their expertise, SVCE can effectively navigate the evolving landscape of consumer engagement, and optimize outreach efforts to resonate with diverse audiences. Working with School of Thought provides staff additional support for marketing programs, which continue to grow as significant new customer offers launch in 2024, such as the Go Electric Advisor (concierge service). This support also extends to existing programs, such as FutureFit Homes, which received additional funding from the board in January 2024 to reach even more customers.

SVCE stands to benefit from School of Thought’s proven track record of delivering impactful campaigns and strategic insights. Their familiarity with our brand, tone, and mission statement streamlines collaboration and ensures seamless alignment with SVCE's objectives. As we continue with the Board of Directors’ direction for SVCE to ‘double down’ on decarbonization, awareness is still identified as a key program approach necessary to achieve our goals. SVCE will continue to utilize School of Thought’s creative abilities for the following advertising and marketing services.

Advertising Services
SVCE will continue to execute at least two annual campaigns aimed at promoting electrification education through eHub as well rebates via the SVCE FutureFit Homes program. There are also new electrification programs launching in 2024. Example programs that School of Thought can continue to support in 2024 include the FutureFit Homes and Buildings program and the Go Electric Advisor.

Collaboratively, SVCE and School of Thought will develop campaign goals and messaging for ad development and production. School of Thought will provide creative services such as artwork and video production across various advertising channels, including print, digital, social, out-of-home, broadcast, and streaming services.

Media Planning and Buying
School of Thought will provide media strategy and planning to manage the creative asset deployment of electrification campaigns locally. School of Thought may also offer this service to SVCE for any of the agency’s paid advertising needs across programs and departments. Working with School of Thought as a media buyer offers SVCE an opportunity to negotiate ad rates, buy placements in bulk, and coordinate placements to reduce wasted ad dollars and impressions. This task includes monitoring and managing ad placements to ensure ads perform well and optimize customer engagement.

Item 1g
Agenda Item: 1g Agenda Date: 2/14/2024

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School of Thought may work with the SVCE translation vendor or their subcontractors for in-language ad campaigns in Spanish, Chinese, and Vietnamese. School of Thought may also coordinate multicultural marketing efforts for program deployment.

Marketing Services
As a creative agency, School of Thought specializes in developing impactful content and assisting clients with high-impact experiences to capture consumers’ attention. As consumers are distracted by nonstop news and content across many platforms and knowing that energy is not top of mind, marketing activations can help break through the noise and drive interest in electrification.

School of Thought will assist the SVCE communications and marketing team by supporting the deployment and launch of the all-electric mobile demonstration home, which will offer a new experience for customers to engage with SVCE at the many in-person community events staff attends. Activations with the demo home will support specific program initiatives, such as rebates marketing and build broader electrification awareness.

STRATEGIC PLAN
There are several goals in the SVCE Board-adopted Strategic Plan that marketing and advertising services for electrification program awareness will touch upon, including:
• Goal 10: Empower customers with the awareness, knowledge and resources needed to make effective clean energy choices
• Goal 12: Enact competitive service offerings and programs that deliver measurable environmental and economic benefits

ALTERNATIVE
Do not approve the contract with School of Thought. Staff will let current contract expire and explore other creative agency options.

FISCAL IMPACT
The contract amendment is to add $300k over two years, for a new not to exceed of $600,000 through February 2026. The existing budget for these services is allocated from the approved marketing and programs budget for Fiscal Year 23-24 and will be included in the proposed budget for Fiscal Year 24-25.

ATTACHMENT

1. Amendment to Agreement with School of Thought
Item 1g
1/2024 Version 1.0

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND

SCHOOL OF THOUGHT
FOR

MARKETING AND ADVERTISING SERVICES
THIS AGREEMENT, is entered into this 1st day of March 2024, by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority"), and School of Thought, a California corporation whose address is 544 60th Street, Oakland, CA, 94609 (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 marketing and advertising services upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on March 1, 2024, and shall terminate on February 28, 2026, unless terminated earlier as set forth herein.

3. COMPENSATION TO CONSULTANT
Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed Three hundred thousand dollars and no/100 ($300,000.00) dollars 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 1g
Attachment 1
1/2024 Version 1.0

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.

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 Item 1g
Attachment 1
1/2024 Version 1.0
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 expiration or termination of this Agreement.

Item 1g
Attachment 1
1/2024 Version 1.0

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.

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.

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.

Item 1g
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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 Item 1g
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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.

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 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 Item 1g
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all matters pertaining to the services to be performed under this Agreement. Tom Geary (Consultant Representative”) shall represent Consultant in all matters pertaining to the services to be performed under this Agreement.

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

Item 1g
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TO AUTHORITY:
333 W. El Camino Real
Suite 330
Sunnyvale CA 94087
Attention: Chief Executive Officer
TO CONSULTANT:

Tom Geary
School of Thought
544 60th Street
Oakland, CA, 94609

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.

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, Item 1g
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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.

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.

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.

Item 1g
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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 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
______________________________________________________
Adam Selvin, Director of Energy Services & Community Relations

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

CONSULTANT NAME

SCHOOL OF THOUGHT
By: __________________________
Name: Tom Geary
Title: _________________________
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Girish Balachandran
Title: Chief Executive Officer
Date: __________________________
Item 1g
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APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk
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Exhibit A
Scope of Services
Task 1 - Advertising Services for Electrification Campaigns (Tasks 1, A – D) • Ad Development and Production
o Consultant will provide creative services such as messaging development, artwork, video production and any other needs to help develop compelling ads that furthers electrification awareness and SVCE customer program enrollment. o Consultant will collaborate with SVCE staff on messaging and creative strategy sessions to co-create campaigns and identify campaign goals. o Consultant will provide translated and accessible materials as appropriate for various advertising platforms. This includes enlisting multicultural marketing expertise or subcontractors, as needed.
o Annually, consultant will develop at least two annual marketing campaigns:

A) Promote electrification awareness and education 2024 B) Promote a specific SVCE electrification program, (FutureFit Homes rebates) 2024
C) Promote electrification awareness via the SVCE eHub in 2025 D) Promote a specific SVCE electrification program in 2025 (e.g., Go Electric Advisor, FutureFit Fundamentals Contractor
Training, new rebates TBD).
o Ongoing advertising needs will support other customer programs, or general agency business. These campaigns are to-be-determined.
• Media Planning and Buying
o Consultant will assist SVCE in developing advertising strategies that help deliver on pre-defined campaign goals. This includes advising on placements for digital, print, out-of-home, video, streaming services, broadcast, and others. o Consultant will negotiate rates on behalf of SVCE and secure placements. o Consultant will assist SVCE with ad placements for local efforts as directed by SVCE staff.

Marketing Services (Tasks 2, A – B)
• Separate from the advertising services listed in Task 1, marketing services includes a broader range of activities that the Consultant will perform to support the SVCE communications and marketing goals.
o These services include experiential market activations that assist with customer outreach and events and may be related to specific program initiatives or may serve broader electrification and agency awareness.
o Examples of these types of projects range from developing community outreach materials, conference or event booth materials and displays.

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Exhibit B
Schedule of Performance
This schedule may be modified with the written approval of the Authority.

Task 1 – Advertising Services Begin Complete
A) Electrification awareness/education campaign 2024 March 2024 December 2024 B) Rebate program campaign 2024 March 2024 December 2024 C) Electrification awareness eHub campaign 2025 January 2025 December 2025 D) Electrification program campaign 202 June 2023 February 2024 Task 2 – Marketing Services Begin Complete
A) General marketing support 2024 March 2024 December 2024 B) General marketing support 2025 January 2025 February 2026 Item 1g
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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 Three-hundred thousand dollars and no/100 ($300,000.00), 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.

Task Estimated Budget
Task 1 A – Electrification awareness campaign 2024
- Quarterly big-picture working sessions to establish goals - Study and analyze research
- Creative Strategy: Identify campaign or activation themes (at least 3 distinct themes)
Messaging: Create distinctive messaging to be used in
different channels
- Production of at least 3-4 executions for each of the below:
o Digital display ads
o Social media ads for Facebook and Instagram
o Out-of-home ads for buses or bus shelters
o At least two videos of varying lengths for different
platforms, 1 min., 30 sec., and 15 sec. versions
o 1 radio ad
- Out-of-pocket expenses (at cost + 5%): stock imagery, film crews, retouching, HTML banner coding
$50,000
Task 1 B – Rebate program campaign 2024
- Quarterly big-picture working sessions to establish goals - Study and analyze research
- Creative Strategy: Identify campaign or activation themes (at least 3 distinct themes)
- Messaging: Create distinctive messaging to be used in different channels
- Production of at least 3-4 executions for each of the below:
o Digital display ads
o Social media ads for Facebook and Instagram
o Out-of-home ads for buses or bus shelters
$50,000
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o At least two videos of varying lengths for different
platforms, 1 min., 30 sec., and 15 sec. versions
o 1 radio ad
- Out of pocket expenses (at cost + 5%): stock imagery, film crews, retouching, HTML banner coding
Task 1 C – Electrification awareness campaign 2025 (associated with launch of eHub 2.0)
- Quarterly big-picture working sessions to establish goals - Study and analyze research
- Creative Strategy: Identify campaign or activation themes (at least 3 distinct themes)
Messaging: Create distinctive messaging to be used in
different channels
- Production of at least 3-4 executions for each of the below:
o Digital display ads
o Social media ads for Facebook and Instagram
o Out-of-home ads for buses or bus shelters
o At least two videos of varying lengths for different
platforms, 1 min., 30 sec., and 15 sec. versions
o 1 radio ad
- Out of pocket expenses (at cost + 5%): stock imagery, film crews, retouching, HTML banner coding
$50,000
Task 1 D – Program-specific campaign 2025
- Quarterly big-picture working sessions to establish goals - Study and analyze research
- Creative Strategy: Identify campaign or activation themes (at least 3 distinct themes)
Messaging: Create distinctive messaging to be used in
different channels
- Production of at least 3-4 executions for each of the below:
o Digital display ads
o Social media ads for Facebook and Instagram
o Out-of-home ads for buses or bus shelters
o At least two videos of varying lengths for different
platforms, 1 min., 30 sec., and 15 sec. versions
o 1 radio ad
- Out of pocket expenses (at cost + 5%): stock imagery, film crews, retouching, HTML banner coding
$50,000
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Task 2 A (2022)
- Additional projects will be billed on a time and materials basis.
- Additional concepting ideas and production oversight and management
$50,000
Task 2 B (2023)
- Additional projects will be billed on a time and materials basis.
- Additional concepting ideas and production oversight and management
$50,000
Total $300,000
Rates
Personnel Title Hourly
Tom Geary Executive Creative Director $180
John Buscaglia Senior Editor $180
Ashley Villarreal Senior Writer & Researcher $180
Will Geary Writer $180
Cory Pierce Strategist $180
Maxine Nisse Media Director $180
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.

Item 1g
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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) 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.

Item 1g
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Silicon Valley Clean Energy Board of DirectorsFebruary 14, 2024

Silicon Valley Clean Energy Board of Directors
February 14, 2024