Agenda packet — Silicon Valley Clean Energy Board of Directors, March 13, 2024 (part 1 of 3)

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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).

US: +1 669-900-6833
Webinar ID: 985 3791 4971
Members of the public may also attend this meeting in person, or observe this meeting electronically by accessing the meeting via instructions above. Public Comments can be sent in advance of the meeting via email up to three hours before the meeting begins to Board Clerk Andrea Pizano at [email protected] and will be distributed to the Board of Directors. The public will also have an opportunity to provide comments during the meeting. Members of the public participating remotely and using Zoom may comment during public comment or the applicable agenda item by using the Raise Hand feature and you will be recognized by the Chair. Those using the telephone (audio only) feature should press star 9 on your phones to initiate the “Raise Hand” function in Zoom. You will then be announced, unmuted, and your time to speak will begin.

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

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

AGENDA
Call to Order
SILICON VALLEY <3/ CLEAN ENERGY

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Tina Walia, Chair
City of Saratoga
George Tyson, Vice Chair
Town of Los Altos Hills
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
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.

Acknowledge CEO Girish Balachandran and Adopt Resolution Commending His Leadership as SVCE’s Chief Executive Officer
Consent Calendar (Action)
1a) Approve Minutes of the February 14, 2024, Board of Directors Meeting 1b) Receive January 2024 Treasurer Report
1c) Authorize the Chief Executive Officer to Execute a Three-Year Agreement with Tenaska Power Services for Scheduling Coordinator Services for Management and Monitoring of Generation in CAISOs Markets and All Future Annual Renewals for An Initial Agreement Not-to-Exceed $1,700,000 and Annual Renewal Not-to-Exceed $566,667 1d) Adopt Resolution Authorizing the Chief Executive Officer to Execute Master Agreement with City of Palo Alto to Enable the Execution of Energy Transactions
1e) Receive 2023 Silicon Valley Clean Energy and Electrification Awareness Residential Customer Survey Results
1f) Adopt SVCE’s Load Management Standards Compliance Plan 1g) Executive Committee Report
1h) Finance and Administration Committee Report
1i) Audit Committee Report
1j) California Community Power Report
1k) Legislative Response to Industry Transition 2024 Ad Hoc Committee Report
Regular Calendar
2) CEO Report (Discussion)
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Tina Walia, Chair
City of Saratoga
George Tyson, Vice Chair
Town of Los Altos Hills
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
3) Receive Audit Results and Accept the Findings from Independent Auditor (Action)
4) Adopt Resolution Approving the Mid-Year 2022-23 Adjusted Operating Budget (Action)
5) Adopt Resolution Approving Funding Allocations for Decarbonization Programs (Action)
6) Authorize the Chief Executive Officer to Execute an Agreement with Franklin Energy Services, LLC for Program Design and Implementation Support Services of a Single-Family Residential Installation Program for a Period of Three Years and a Not-to-Exceed Amount of $14 million (Action)
Board Member Announcements and Direction on Future Agenda Items Adjourn

SILICON VALLEY

CLEAN ENERGY
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 1 Resolution 2024-03
RESOLUTION NO. 2024-03

RESOLUTION OF THE BOARD OF DIRECTORS OF SILICON VALLEY CLEAN

ENERGY AUTHORITY COMMENDING CHIEF EXECUTIVE OFFICER GIRISH

BALACHANDRAN FOR HIS LEADERSHIP

THE BOARD OF DIRECTORS OF THE SILICON VALLEY CLEAN ENERGY AUTHORITY HEREBY RESOLVES AS FOLLOWS:

WHEREAS, the Silicon Valley Clean Energy Authority (“SVCEA”) was formed on March 31, 2016, with eleven Cities and Towns and the County of Santa Clara deciding to become the initial members; and
WHEREAS, CEO Balachandran oversaw the addition of the City of Milpitas as a member of the JPA; and
WHEREAS, CEO Balachandran served as SVCEA’s Chief Executive Officer since February 2018; and
WHEREAS, CEO Balachandran grew the organization from 16 employees to 58 employees while co-creating a culture of collaboration, fun and excellence; and WHEREAS, through CEO Balachandran’s leadership, SVCEA has helped its customers reach affordability through competitive rates and discounts totaling more than $100M since the agency’s inception; and
WHEREAS, CEO Balachandran guided SVCEA through a pandemic, providing thoughtful and helpful solutions to keep the agency running efficiently and safely, and helped distribute $10M for customer and community COVID-19 pandemic relief; and WHEREAS, CEO Balachandran saw the completion of five new renewable projects, with more than $3.6 billion invested in 20 Power Purchase Agreements for clean and reliable energy and storage resources; and
WHEREAS, as a result of CEO Balachandran’s leadership, SVCE has exceeded California’s Renewable Portfolio Standard (RPS), through 2023 has provided 100% clean energy for all of its customers, and is on track to meeting its goal of reaching 75% RPS by 2030; and
WHEREAS, CEO Balachandran has put SVCEA on a path toward financial stability resulting in two investment grade credit ratings including an A Rating from S&P and a Baa1 rating from Moody’s; and
WHEREAS, CEO Balachandran led the organization through three clean power prepays totaling $3.2 billion and resulting in $14.3M savings per year; and WHEREAS, through CEO Balachandran’s strategic direction, SVCEA has signed multi-year contracts with large industrial customers, including an innovative hourly carbon-free energy solution with Google; and
Resolution Commending CEO Balachandran
2 Resolution 2024-03
WHEREAS, CEO Balachandran, keeping within SVCEA’s mission, has led the allocation of approximately $116M towards local programs and policies to accelerate the decarbonization of mobility and the built environment for SVCEA's member communities - with over $17M deployed leading to over 1,100 new all-electric appliances, 280 new electric vehicle chargers, 140 contractors trained on decarbonization, all member agencies adopting local reach codes, and thousands more SVCEA customers participating in and benefiting from various other projects or programs; and WHEREAS, through CEO Balachandran’s strategic direction SVCEA has established leading digital outreach and engagement practices, including the award-winning eHub online customer resource center for electrification; and WHEREAS, through the collective efforts noted above, SVCEA and its communities have achieved 943 thousand MT CO2e of greenhouse gas reductions in the energy and transportation sectors as of 2022 compared to the 2015 baseline, and NOW, THEREFORE, the Board of Directors of SVCEA hereby commends CEO Balachandran and expresses its sincere appreciation for his dedicated leadership as CEO.

ADOPTED AND APPROVED this 13th day of March 2024, by the following vote:

JURISDICTION NAME AYE NO ABSTAIN ABSENT
City of Campbell Director Scozzola
City of Cupertino Director Mohan
City of Gilroy Director Hilton
City of Los Altos Director Meadows
Town of Los Altos Hills Director Tyson
Town of Los Gatos Alternate Director Ristow
City of Milpitas Director Chua
City of Monte Sereno Alternate Director Craig
City of Morgan Hill Director Martinez Beltran
City of Mountain View Alternate Director Abe-Koga
County of Santa Clara Director Lee
City of Saratoga Director Walia
City of Sunnyvale Director Klein
Chair
ATTEST:
____________________
Resolution Commending CEO Balachandran

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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

DRAFT MEETING MINUTES
Call to Order:

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

Chair Walia congratulated incoming CEO Monica Padilla for being named one of Silicon Valley Business Journal’s Silicon Valley Power 100 for 2024.

Roll Call

Present:

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

Absent:

Rebeca Armendariz, Gilroy
Public Comment on Matters Not Listed on the Agenda
No speakers.

Item 1a Draft Minutes: 2/14/24 Board of Directors Meeting SILICON VALLEY \3/ CLEAN ENERGY

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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 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
1h) Receive Updates to Business Electric Vehicle (BEV) Rate Components 1i) Executive Committee Report
1j) California Community Power Report
1k) Additional Committee Reports
MOTION: Director Mekechuk moved and Director Klein seconded the motion to approve the Consent Calendar, Items 1a through 1k.

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

Regular Calendar
2) CEO Report (Discussion)
CEO Girish Balachandran addressed the following in his report:
1) Introduction to SVCE’s newest Communications Specialist, Emily Muniz, who provided brief comments.
2) Announcement of two promotions and re-introductions by incoming CEO Padilla:

Kris Van Vactor, formerly SVCE’s Wholesale Energy Markets Manager, who would now serve as SVCE’s Director of Power Resources; and
Zak Liske, formerly Senior Manager of Power Operations, who would now serve as SVCE’s Deputy Director of Power Resources;
3) An update from incoming CEO Padilla on her transition to CEO; 4) An update on hiring, noting CEO Balachandran would be using his authority under Personnel Officer to hire an additional position and more information would be forthcoming; and 5) Announcement of the Clear Thinking book at board member seats, provided as a tool to promote continuous learning in addition to other resources for board members.

Item 1a Draft Minutes: 2/14/24 Board of Directors Meeting

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3) Appoint 2024 Board Committee Members (Action)
Sr. Executive Assistant and Board Clerk Andrea Pizano introduced the item and summarized the interest received from Board members and Alternates for the 2024 SVCE Committees:
2024 Legislative Ad Hoc Committee

1. Dir. Elliot Scozzola, Campbell

2. Dir. Zach Hilton, Gilroy

3. Dir. Bryan Mekechuk, Monte Sereno

4. Dir. Yvonne Martinez Beltran, Morgan Hill

5. Alt. Dir. Chuck Page, Saratoga

6. Dir. Larry Klein, Sunnyvale
Finance and Administration Committee

1. Dir. Elliot Scozzola, Campbell

2. Alt. Dir. Hung Wei, Cupertino

3. Dir. Pat Showalter, Mountain View

4. Alt. Dir. Murali Srinivasan, Sunnyvale
Audit Committee

1. Alt. Dir. Sergio Lopez, Campbell

2. Dir. Sheila Mohan, Cupertino

3. Dir. Bryan Mekechuk, Monte Sereno

4. Harjot Sangha, Finance Director, Gilroy *nominated by Dir. Zach Hilton Sr. Executive Assistant and Board Clerk Andrea Pizano responded to board member questions.

Chair Walia opened Public Comment.

No speakers.

Chair Walia closed Public Comment.

MOTION: Director Martinez Beltran moved and Director Chua seconded the motion to approve the 2024 SVCE Committee assignments as presented by staff.

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

Board Member Announcements and Future Agenda Items
Director Chua thanked SVCE staff members Tony Eulo and Zoe Elizabeth for meeting with City of Milpitas staff as part of the permit modernization and policy experimentation program.

Director Meadows shared gratitude to Tony and Zoe for meeting with City of Los Altos staff.

Director Mohan thanked SVCE for funding two portable EV charging stations for City of Cupertino, as part of SVCE’s Community Resilience Grant program.

Chair Walia thanked Tony and Zoe for also meeting with City of Saratoga staff.

Public Comment on Closed Session
No speakers.

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
Item 1a Draft Minutes: 2/14/24 Board of Directors Meeting

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Initiation of litigation pursuant to paragraph (4) of subdivision (d) of Section 54956.9: (one potential case) The Board of Directors convened to Closed Session at 7:25 p.m.

The Board of Directors returned from Closed Session at 8:17 p.m.

Report Out
Chair Walia announced there was no reportable action from Closed Session.

Adjourn
Chair Walia adjourned the meeting at 8:17 p.m.

ATTEST:
_____________________________
Andrea Pizano, Board Secretary
Item 1a Draft Minutes: 2/14/24 Board of Directors Meeting 1 TREASURER REPORT
Fiscal Year to Date
As of January 31, 2024
(Preliminary & Unaudited)
Issue Date: March 13, 2024
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 16-20
Item 1b January 2024 Treasurer Report
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Balance Sheet Highlights:
> SVCE operations resulted in a change in net position of $13 million for the month of January and $52 million for fiscal-year-to-date (FYTD).* > Total Net Position increased further to $376.5 million. > SVCE is investing ~97% of available funds generating FYTD interest/dividend income of over $8 million. *Does not yet recognize unspent program dollars
**For reconciliation purposes, budget numbers include actual program expenses and depreciation, exclude GASP 87 expenses.

SVCE Yield-bearing Accounts:

Combined Ending Balance* 350.0 M
Total Interest/Div. Earned FYTD 8.1 M
Average Return On Investments** 5.4%
* Includes River Bank accounts - Money Market, Collateral and ICS; CAMP; PFM Portfolio ** Average annualized Yield for the current month

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights* ($ in millions)
January 31, 2024
330.2 M
376.5 M
0 M
80 M
160 M
240 M
320 M
400 M
0 M
5 M
10 M
15 M
20 M
25 M
Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept Net Position Change in Net Position Change in Net Position*
Net Position (Right Y-Axes) Adjusted Budget (Left Y-Axis)** Actual (Left Y-Axes) 226
254 269 273
0 50
100
150
200
250
300
350
400
450
500
Oct Nov Dec Jan Feb Mar Apr May June July Aug
Days Cash on Hand (DCOH)
DCOH* Maximum Reserves Target Reserves Minimum Reserves $ 8,061.5 K
$ 1,312.2 K
$ 2,670.2 K
$ 1,928.0 K
$ 2,151.1 K
$ 0 K
$ 1,000 K
$ 2,000 K
$ 3,000 K
$ 4,000 K
$ 5,000 K
$ 6,000 K
$ 7,000 K
$ 8,000 K
$ 0 K
$ 500 K
$ 1,000 K
$ 1,500 K
$ 2,000 K
$ 2,500 K
$ 3,000 K
$ 3,500 K
$ 4,000 K
Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept
Investment Income*
Actual Cumulative Budget Actual
River City Bank
Accounts
6%
California Asset Management
Program (CAMP)
63%
PFM Asset Management Investment
Portfolio
31%
SVCE Accounts
*Includes investment income from SVCE Yield-bearing accounts plus interest on cash collateral *Adjusted to reflect the Amended Budget (approved in December 2023) revisions and additional program funding Item 1b January 2024 Treasurer Report
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Summary of Actual Results vs. Adjusted Budget (includes allocated but unspent program dollars):
> FYTD operating margin of $54.8million or 32.8% is above the adjusted budget expectations of 20.4% operating margin for the fiscal year to date. > FYTD Power Supply costs are -18.4% below budget.
> Retail GWh sales for the month of January and FYTD landed -0.4% and -4.7%below budget respectively.

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

Revenue 47.2 M 46.5 M 1.5% 167.1 M 172.9 M -3.4%
Power Supply Cost 32.9 M 37.0 M -11.0% 112.3 M 137.6 M -18.4% Operating Margin 14.3 M 9.6 M 50.0% 54.8 M 35.3 M 55.2% Operating Expenses (ex Power) 2.2 M 2.7 M -18.7% 8.2 M 10.8 M -24.2% Other Non-Op. Expen. (Income) -2.1 M -0.5 M 303.1% 46.6 M 53.2 M -12.4% Net Increase in Available Fund
Balance 14.3 M 7.4 M 93.3% 0.0 M -28.7 M -100.0%
Customer Load Statistics:

Total Accounts 278,523
Opt-Out Accounts (Month) 73
Opt-Out Accounts (FYTD) 209
Opt-Up Accounts (Month) (25)
Opt-Up Accounts (FYTD) (54)
Program Funds:

General Program Fund
CRCR Fund*
Electrification Discount Fund
Building Fund
* Customer Relief and Community Resilience Fund
** The financial results in this report are preliminary and subject to change pending closing of the books for the fiscal year. Any potential changes are not expected to be significant. $ 9,446,460 $ 9,401,412 $ - $ 45,048
-4.7% lower than budgeted customer load for October-January.

Beginning Balance End Balance YTD Contributions YTD Expenditures Lower costs on SVCE's net open position, environmental products and resource adequacy.

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights** ($ in millions)
January 31, 2024
January Fiscal YTD
January - customer demand/revenues aligned with SVCEs forecast, but lower power supply cost and other operating expenses combined with higher interest income increased the net position.

December - softer customer demand was fully offset by much larger savings in power supply cost and other operating expenses. $ - $ 20,000,000 $ 20,000,000 $ -
October and November - the variance mainly reflects lower than estimated revenues due to smaller customer load, offset by lower operating expenses and higher investment income.
$ 56,617,120 $ 85,780,650 $ 31,062,000 $ 1,898,470
$ 5,483,032 $ 9,051,742 $ 4,300,000 $ 1,421,540
Staffing vacancies, underrunning professional services, and lower marketing expenses Reflects higher Interest Income
Reflects budgetary transfers to program funds
1,896 K
3,790 K
16,123 K
6,893 K
0 M
2 M
4 M
6 M
8 M
10 M
12 M
14 M
16 M
18 M
Oct Nov Dec Jan
Net Increase in Available Fund Balance
Comparing Actuals to Adjusted Budget
250,762
250,737
250,862
251,097
27,474
27,464
27,450
27,426
92%
93%
94%
95%
96%
97%
98%
-
50,000
100,000
150,000
200,000
250,000
300,000
Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug
Customer Accounts and Participation Rate
Res Accounts Com Accounts Customer Participation (Right Y-Axes) -12%
-9%
-6%
-3%
0%
3%
6%
9%
12%
-

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

91.2%
Personnel

3.2%
Contract
Services

3.1%
G & A

2.3%
Depreciation

0.2%
YTD Operating Expenses
Item 1b January 2024 Treasurer Report
4 Current Assets
Cash & Cash Equivalents $ 253,668,063
Accounts Receivable, net of allowance 39,850,035
Investments 43,852,637
Accrued Revenue 26,289,449
Other Receivables 2,833,807
Prepaid Expenses 2,238,081
Deposits 8,943,639
Restricted cash 165,107
Total Current Assets 377,840,818
Noncurrent assets
Capital assets, net of depreciation 412,912
Investments 68,877,187
Lease asset, net of amortization 682,125
Deposits 45,130
Total Noncurrent Assets 70,017,354
Total Assets 447,858,172
Current Liabilities
Accounts Payable 1,378,916
Accrued Cost of Electricity 40,492,455
Other accrued liabilities 1,460,282
User Taxes and Energy Surcharges due to other gov'ts 1,261,905 Supplier securit deposits 945,000
Lease liability 517,228
Total Current Liabilities 46,055,786
Noncurrent Liabilities
Supplier security deposits 25,053,125
Lease liability 226,966
Total noncurrent liabilities 25,280,091
Total Liabilities 71,335,877
Net investment in capital assets 350,843
Restricted for security collateral 165,107
Unrestricted (deficit) 376,006,345
Total Net Position $ 376,522,295

NET POSITION

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF NET POSITION
As of January 31, 2024
ASSETS

LIABILITIES
Item 1b January 2024 Treasurer Report
5 OPERATING REVENUES
Electricity Sales, Net $ 166,456,844
GreenPrime electricity premium 529,308
Liquidated damages 75,000
Other income 18,374
TOTAL OPERATING REVENUES 167,079,526

OPERATING EXPENSES
Cost of Electricity 112,271,738
Contract services 3,876,098
Staff compensation and benefits 3,912,163
Other operating expenses 2,846,919
Depreciation 212,901
TOTAL OPERATING EXPENSES 123,119,819
OPERATING INCOME(LOSS) 43,959,707

NONOPERATING REVENUES (EXPENSES)
Interest Income 8,061,507
Financing costs (34,734)
TOTAL NONOPERATING REVENUES (EXPENSES) 8,026,773
CHANGE IN NET POSITION 51,986,480
Net Position at beginning of period 324,535,815
Net Position at end of period $ 376,522,295

SILICON VALLEY CLEAN ENERGY AUTHORITY

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

AND CHANGES IN NET POSITION
Item 1b January 2024 Treasurer Report
6 CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers $ 183,973,103
Receipts of security deposits 26,110,840
Other operating receipts 9,374
Payments to suppliers for electricity (157,354,932)
Payments for other goods and services (8,374,739)
Payments for staff compensation and benefits (3,982,887) Tax and surcharge payments to other governments (3,269,813) Net cash provided (used) by operating activities 37,110,946

CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES
Finance costs paid (34,734)
Net cash provided (used) by financing activities (34,734)

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Payments of lease liability (172,940)
Acquisition of capital assets (59,079)
Net cash provided (used) by capital and related
financing activities (232,019)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments (35,250,972)
Proceeds from investment sales 15,059,469
Investment income received 6,485,975
Net cash provided (used) by investing activities (13,705,528) Net change in cash and cash equivalents 23,138,665
Cash and cash equivalents at beginning of year 230,694,505 Cash and cash equivalents at end of period $ 253,833,170 Reconciliation to the Statement of Net Position
Cash and cash equivalents (unrestricted) $ 253,668,063
Restricted cash 165,107
Cash and cash equivalents $ 253,833,170

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF CASH FLOWS
October 1, 2023 through January 31, 2023
Item 1b January 2024 Treasurer Report
7 Operating Income (loss) $ 43,959,707
Adjustments to reconcile operating income to net cash
provided (used) by operating activities
Depreciation expense 212,901
(Increase) decrease in accounts receivable 10,039,358
(Increase) decrease in other receivables 1,879,548
(Increase) decrease in accrued revenue 4,142,673
(Increase) decrease in prepaid expenses (884,904)
(Increase) decrease in current deposits 16,658,840
Increase (decrease) in accounts payable (1,468,322)
Increase (decrease) in accrued cost of electricity (44,020,305) Increase (decrease) in accrued liabilities 51,242
Increase (decrease) in energy settlements payable 5,908,228 Increase (decrease) in taxes and surcharges due to other governments (464,895) Increase (decrease) in supplier security deposits 1,096,875 Net cash provided (used) by operating activities $ 37,110,946

CASH PROVIDED (USED) BY OPERATING ACTIVITIES

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

RECONCILIATION OF OPERATING INCOME (LOSS) TO NET
Item 1b January 2024 Treasurer Report
8 FYTD FYTD FY 2023-24 FY 2023-24
OPERATING REVENUES Actual Amended Budget $ % Amended Budget Remaining Budget Energy Sales $166,456,844 $172,372,083 -$5,915,239 -3% $552,667,000 $386,210,156 Green Prime Premium 529,308 493,898 $35,410 7% 1,968,000 1,438,692 Other Income 93,374 16,667 76,707 460% 50,000 (43,374)
TOTAL OPERATING REVENUES 167,079,526 172,882,648 (5,803,122) -3% 554,685,000 387,605,474

ENERGY EXPENSES
Power Supply 112,271,738 137,575,047 (25,303,309) -18% 399,546,000 287,274,262 Operating Margin 54,807,788 35,307,601 19,500,187 55% 155,139,000 100,331,212

OPERATING EXPENSES
Data Management 1,026,970 1,137,500 (110,530) -10% 3,413,000 2,386,030 PG&E Fees 399,620 490,000 (90,380) -18% 1,470,000 1,070,380 Salaries & Benefits 3,912,163 5,135,215 (1,223,052) -24% 15,406,000 11,493,837 Professional Services 1,463,509 2,694,825 (1,231,316) -46% 8,084,000 6,620,491 Marketing & Promotions 319,831 449,750 (129,919) -29% 1,349,000 1,029,169 Notifications 110,848 7,000 103,848 1484% 21,000 (89,848) Lease 175,919 183,750 (7,831) -4% 551,000 375,081
General & Administrative 769,500 688,870 80,630 12% 2,067,000 1,297,500 TOTAL OPERATING EXPENSES 8,178,360 10,786,910 (2,608,550) -24% 32,361,000 24,182,640 OPERATING INCOME/(LOSS) 46,629,428 24,520,691 22,108,737 90% 122,778,000 76,148,572

NON-OPERATING REVENUES
Investment Income 8,061,507 2,144,544 5,916,963 276% 6,434,000 (1,627,507) TOTAL NON-OPERATING REVENUES 8,061,507 2,144,544 5,916,963 276% 6,434,000 (1,627,507)

NON-OPERATING EXPENSES
Financing 28,821 1,000 27,821 2782% 3,000 (25,821)

CAPITAL EXPENDITURES, TRANSFERS,
& OTHER
Capital Outlay 48,572 16,667 31,905 191% 50,000 1,428
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 (690,250) - (690,250) n/a - 690,250 TOTAL OTHER USES 54,675,274 55,378,667 (703,393) -1% 55,412,000 736,726

NET INCREASE(DECREASE) IN AVAILABLE
FUND BALANCE -$13,160 -$28,714,432 $28,701,272 -100% $73,797,000 Variance

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2023 through January 31, 2023
Item 1b January 2024 Treasurer Report
9 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 1,898,470 25,201,524 7.0% Net increase (decrease) in fund balance $ 3,962,006 $29,163,530 Fund balance at beginning of period 56,617,120
Fund balance at end of period $85,780,650

ADOPTED ACTUAL/

BUDGET ADOPTED
REVENUE & OTHER SOURCES: BUDGET ACTUAL REMAINING BUDGET Transfer from Operating Fund $ 4,300,000 $ 4,300,000 $ - 100.0% EXPENDITURES & OTHER USES:

Customer bill relief credit 4,300,000 690,250 3,609,750 16.1% Other program expenditures 3,535,082 731,290 2,803,792 20.7% Total Program expenditures 7,835,082 1,421,540 6,413,542 Net increase (decrease) in fund balance $ (3,535,082) 3,568,710 Fund balance at beginning of period 5,483,032
Fund balance at end of period $9,051,742

SILICON VALLEY CLEAN ENERGY AUTHORITY

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

CUSTOMER RELIEF & COMMUNITY RESILIENCY FUND

GENERAL PROGRAM FUND
BUDGETARY COMPARISON SCHEDULE*
October 1, 2023 through January 31, 2023
Item 1b January 2024 Treasurer Report
10 ADOPTED ACTUAL/

BUDGET ADOPTED
REVENUE & OTHER SOURCES: BUDGET ACTUAL REMAINING 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

ADOPTED ACTUAL/

BUDGET ADOPTED
REVENUE & OTHER SOURCES: BUDGET ACTUAL REMAINING BUDGET Transfer from Operating Fund * $ 20,000,000.00 $ 20,000,000.00 $ - 100.0% EXPENDITURES & OTHER USES:

Program expenditures * - - -
Net increase (decrease) in fund balance $ 20,000,000 20,000,000 Fund balance at beginning of period -
Fund balance at end of period $20,000,000

BUILDING FUND

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

ELECTRIFICATION DISCOUNT FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2023 through January 31, 2023
Item 1b January 2024 Treasurer Report
11 Net Increase (decrease) in available fund balance
per budgetary comparison schedule $ (13,160)
Adjustments needed to reconcile to the changes
in net position in the Statement of Revenues,
Expenses and Changes in Net Position
Subtract depreciation expense (212,901)
Subract program expense not in operating budget (2,629,760) Add back GASB 87 expenses not in operating budget 167,027 Add back transfer to Program fund 54,626,702
Add back capital asset acquisition 48,572
Change in Net Position 51,986,480

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGET RECONCILIATION TO STATEMENT OF

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

OPERATING FUND
Item 1b January 2024 Treasurer Report
12 October November December January February March April May June July August September YTD

OPERATING REVENUES
Electricity sales, net $ 37,692,603 $ 39,705,552 $ 41,967,181 $ 47,091,508 $ 166,456,844 Green electricity premium 136,391 $ 117,438 $ 130,927 $ 144,552 529,308 Liquidated damages - $ 75,000 $ - $ - 75,000
Other Income 2,500 $ 4,974 $ 5,850 $ 5,050 18,374
Total operating revenues 37,831,494 39,902,964 42,103,958 47,241,110 - - - - - - - - 167,079,526

OPERATING EXPENSES
Cost of electricity 31,160,273 $ 27,896,672 $ 20,303,980 $ 32,910,813 112,271,738 Staff compensation and benefits 910,013 $ 913,400 $ 1,028,282 $ 1,060,468 3,912,163 Data manager 253,895 $ 253,378 $ 253,607 $ 266,090 1,026,970 Service fees - PG&E 98,425 $ 98,101 $ 104,757 $ 98,337 399,620 Consultants and other professional fees 541,215 $ 504,693 $ 660,992 $ 742,608 2,449,508 Other operating expenses 420,848 $ 324,106 $ 862,366 $ 1,239,599 2,846,919 Depreciation 49,996 $ 56,455 $ 54,023 $ 52,427 212,901
Total operating expenses 33,434,665 30,046,805 23,268,007 36,370,342 - - - - - - - - 123,119,819 Operating income (loss) 4,396,829 9,856,159 18,835,951 10,870,768 - - - - - - - - 43,959,707

NONOPERATING REVENUES (EXPENSES)
Grant income - $ - $ - $ - -
Interest income 1,312,249 $ 2,670,244 $ 1,927,958 $ 2,151,056 8,061,507 Financing costs (6,183) $ (10,369) $ (8,950) $ (9,232) (34,734) Total nonoperating revenues (expenses) 1,306,066 2,659,875 1,919,008 2,141,824 - - - - - - - - 8,026,773 CHANGE IN NET POSITION $ 5,702,895 $ 12,516,034 $ 20,754,959 $ 13,012,592 $ - $ - $ - $ - $ - $ - $ - $ - $ 51,986,480

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
October 1, 2023 through January 31, 2023
Item 1b January 2024 Treasurer Report
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 $ 22,314,142 $ - $ - $ - $ - $ - $ - $ - $ - California Asset Management Program (CAMP) $ 196,558,074 $ 184,428,757 $ 199,405,498 $ 232,403,050 $ - $ - $ - $ - $ - $ - $ - $ - PFM Asset Management Investment Portfolio $ 111,782,205 $ 112,312,183 $ 113,008,833 $ 113,738,828 $ - $ - $ - $ - $ - $ - $ - $ - Total Ending Balance $ 330,688,620 $ 329,199,041 $ 358,426,829 $ 368,456,021 $ - $ - $ - $ - $ - $ - $ - $ - 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% 3.90%
California Asset Management Program (CAMP) 5.56% 5.58% 5.55% 5.54% PFM Asset Management Investment Portfolio 5.41% 5.42% 5.40% 5.31% Average Return On Investments: 5.37% 5.33% 5.27% 5.37%
Interest Earned Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts $ 9,534 $ 9,534 $ 11,867 $ 17,766 $ - $ - $ - $ - $ - $ - $ - $ - California Asset Management Program (CAMP) $ 830,321 $ 870,683 $ 976,741 $ 997,552 $ - $ - $ - $ - $ - $ - $ - $ - PFM Asset Management Investment Portfolio * $ 464,328 $ 990,982 $ 1,071,559 $ 628,666 $ - $ - $ - $ - $ - $ - $ - $ - Total Interest/Div. Earned $ 1,304,183 $ 1,871,200 $ 2,060,167 $ 1,643,984 $ - $ - $ - $ - $ - $ - $ - $ - * Includes change in current market value (excl. unsettled trades) CAMP Portfolio Statistics
As of January 31, 2024
Beginning of the Month Market Value $ 199,405,498
Ending of The Month Market Value $ 232,403,050
Yield at Market 5.54% Weighted Average Maturity (days) 44 PFM Portfolio Statistics
As of January 31, 2024
Portfolio Par Value $ 113,272,734
Portfolio Market Value (icl. Accrued Interest) $ 113,738,828 Yield at Cost 5.31%
Yield at Market 4.79%
Benchmark Yield* 4.52% Weighted Average Maturity (days) 593 *ICE BofA 0-3 Year U.S. Treasury Index
SVCE Investment Policy:
https://svcleanenergy.org/wp-content/uploads/2018/10/FP-08_Investments-Policy-F.pdf

SILICON VALLEY CLEAN ENERGY AUTHORITY

INVESTMENTS SUMMARY
October 1, 2023 through January 31, 2023

16.14%

22.49%

27.29%

25.18%

3.55%

5.35%

0.00%
0%
5%
10%
15%
20%
25%
30%
0 - 6 Months 6 - 12 Months 1 - 2 Years 2 - 3 Years 3 - 4 Years 4 - 5 Years Over 5 Years Maturity Distribution
U.S. Treasury
Bond / Note
40%
Commercial
Paper
17%
CAMP Pool
0%
Federal Agency
Commercial
7%
Supra-National
Agency
1%
Corporate Note
15%
Certificate of Deposit
8%
Asset-Backed
Security
12%
SVCE PFM Portfolio Investments
Repurchase
Agreements,

37.0%
Certificates of
Deposit, 27.4%
Commercial
Paper, 34.6% US Treasuries,

0.2%
Money Market
Funds, 0.1%
Corporate
Notes, 0.9%
Camp Pool Composition (based on market value)
Item 1b January 2024 Treasurer Report

October November December January February March April May June July August Sept YTD Retail Sales Actual (GWh) 312.6 302.5 327.8 334.1 1,277 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 1,340 Load deviation from the Budget (Right Y-Axes)-5.8% -6.1% -6.5% -0.4% -4.7% Customer Participation Rate Res 96.3% 96.3% 96.2% 96.2% Customer Participation Rate Com 96.8% 96.7% 96.6% 96.6% Total Accounts 278,236 278,201 278,312 278,523 - - - - - - - - Opt-Out Accounts 56 29 51 73 209
Opt-Up Accounts -18 -6 -5 -25 -54

0.08 28.10
SVCE Arrearager Total for customers 31+ days late and 120+ days late Age Summary (as of 2/1/2024) Date Amount
<30 days $36,382,365 High 11/29/2021 $7.99M
<60 days $1,386,379 Low 4/17/2020 $2.54M
<90 days $815,979 Current 7/31/2023 $6.3 M
<120 days $715,811
Older $3,408,804
January 2024 FYTD
Bad Debt % (Actual)

0.37%

TOTAL DUE
Bad Debt % (Budget )

0.90%
Accounts Receivable Days
28 Days
$42,709,337

SILICON VALLEY CLEAN ENERGY AUTHORITY

RETAIL SALES, CUSTOMER ACCOUNTS AND AGING REPORT
• Green arrow indicates
receipt of $1.3M in Federal
CAPP funds.
• An additional $717K in CAPP
funding provided in Winter
2023.
• Growth at red arrow
indicates short-term PG&E
billing-hold issue in Fall 2022
that was quickly resolved.
'17-'18 '18-'19 '19-'20 '20-'21 21-'22 22-'23 23-'24
Total (L Axes) $308,552 $417,275 $415,187 $639,455 $885,995 $1,484,752 $623,259 % Revenue 0.12% 0.14% 0.14% 0.25% 0.23% 0.33% 0.37%
Av./Month (R Axes) $25,713 $34,773 $34,599 $53,288 $73,833 $123,729 $155,815 $-
$30,000
$60,000
$90,000
$120,000
$150,000
$180,000
$210,000
$240,000
$-
$200,000
$400,000
$600,000
$800,000
$1,000,000
$1,200,000
$1,400,000
$1,600,000
SVCE Write-offs By Fiscal Year
0 M
2 M
4 M
6 M
8 M
10 M
12 M
14 M
16 M Jan-19 Jul-19 Jan-20 Feb-20 Mar-20 May-20 Jun-20 Aug-20 Sep-20 Oct-20 Dec-20 Jan-21 Mar-21 Apr-21 May-21 Jul-21 Aug-21 Sep-21 Nov-21 Dec-21 Jan-22 Mar-22 Apr-22 Jun-22 Jul-22 Aug-22 Oct-22 Nov-22 Jan-23 Feb-23 Mar-23 May-23 Jun-23 Jul-23 Sep-23 Oct-23 Dec-23 Jan-24 >120 Days 31+ Days
Item 1b January 2024 Treasurer Report
Item 1b January 2024 Treasurer Report
Silicon Valley Clean Energy January 31, 2024
Certificate of Compliance
During the reporting period for the period ended January 31, 2024 the account(s) managed by PFM Asset Management ("PFMAM") were in compliance with the applicable investment policy and guidelines as furnished to PFMAM.

Acknowledged : PFM Asset Management LLC
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 January 2024 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending January 31, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal
Trade Settle Security Description CUSIP Par Proceeds
Accrued
Interest Total
Realized G/L Realized G/L Sale
Cost Amort Cost Method
BUY

CORP NOTES (CAL
DTD 02/05/2024 4.800°/o
02/05/2027
01/02/24 01/08/24 CATERPILLAR FINL SERVICE 14913UAE0 315,000.00 (314,659.80) 0.00 (314,659.80) 01/02/24 01/08/24

CORPORATE NOTES
DTD 01/08/2024 4.500% 01/08/2027
JOHN DEERE CAPITAL CORP 24422EXF1 400,000.00 (399.556.00) 0.00 (399,556.00) 01/02/24 01/09/24

CORPORATE NOTES
DTD 01/08/2024 4.500% 01/08/2027
COOPERAT RABOBANK UA/NY 21688ABA9 600,000.00 (599,772.00) 0.00 (599,772.00) 01/03/24 01/10/24
DTD 01/09/2024 4.850% 01/09/2026
NATIONAL AUSTRALIA BK/NY 63253OAF1 400,000.00 (399,348.00) 0.00 (399,348.00) 01/08/24 01/11/24

CORPORATE NOTES
DTD 01/10/2024 4.750% 12/10/2025
MERCEDES-BENZ FIN NA CORPORATE 58769JAP2 800,000.00 (799,704.00) 0.00 (799,704.00) 01/09/24 01/17/24
NOTES
DTD 01/11/2024 4.900% 01/09/2026
GMCAR 2024-1 A3 36268GAD7 110,000.00 (109,977.88) 0.00 (109,977.88) 01/11/24 01/16/24
DTD 01/17/2024 4.850% 12/18/2028
US TREASURY N/B NOTES 91282CJT9 2,000,000.00 (1,995,781.25) (219.78) (1,996,001.03) 01/12/24 01/16/24
DTD 01/15/2024 4.000% 01/15/2027
MUFG BANK LTD/NY COMM PAPER 62479LK87 2,250,000.00 (2,165,378.75) 0.00 (2.165.378.75) 01/16/24 01/23/24
DTD 01/12/2024 0.000% 10/08/2024
WELLS FARGO BANK NA CORPORATE 94988J6H5 1,000,000.00 (1,000,000.00) 0.00 (1,000.000.00) 01/18/24 01/19/24

NOTES (CAL
DTD 01/23/2024 4.811% 01/15/2026
US TREASURY N/B NOTES 91282CJT9 1,500,000.00 (1,494,082.03) (659.34) (1.494,741.37) 01/23/24 01/30/24
DTD 01/15/2024 4.000% 01/15/2027
TAOT 2024-A A3 89238DAD0 335,000.00 (334,932.97) 0.00 (334,932.97) 01/24/24 01/31/24
DTD 01/30/2024 4.830% 10/16/2028
CHAIT 2024-Al A 161571HV9 695,000.00 (694,894.15) 0.00 (694,894.15) 01/24/24 02/05/24
DTD 01/31/2024 4.600% 01/15/2027
NATIONAL RURAL UTIL COOP 63743HFM9 500,000.00 (499,850.00) 0.00 (499,850.00) Transaction Type Sub-Total 10,905,000.00 (10,807,936.83) (879.12) (10,808,815.95) PFM Asset Management LLC Account 4025-002 Page 23
Item 1b January 2024 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending January 31, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal
Trade Settle Security Description CUSIP Par Proceeds
Accrued
Interest Total
Realized G/L Realized G/L Sale
Cost Amort Cost Method

INTEREST
DTD 11/13/2023 5.800% 01/15/2027
01/01/24 01/25/24 FHMS K059 A2
DTD 11/29/2016 3.120% 09/01/2026
3137BSRE5 700,000.00 0.00 1,820.00 1,820.00
01/01/24 01/25/24 FHMS K039 A2
DTD 09/01/2014 3.303% 07/01/2024
3137BDCW4 1,071,818.74 0.00 2,950.18 2,950.18
01/01/24 01/25/24 FHMS K058 Al
DTD 11/09/2016 2.340% 07/01/2026
3137BSP64 511,745.15 0.00 997.90 997.90
01/01/24 01/25/24 FHMS K065 Al
DTD 07/24/2017 2.864% 10/01/2026
3137F1G36 785,738.37 0.00 1,875.30 1,875.30
01/01/24 01/25/24 FHMS K057 A2
DTD 09/28/2016 2.570% 07/01/2026
3137BROJ7 1,175,000.00 0.00 2,516.46 2,516.46
01/01/24 01/25/24 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
01/01/24 01/25/24 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
01/01/24 01/25/24 FHMS K733 A2
DTD 11/09/2018 3.750% 08/01/2025
3137FJXO7 571,238.97 0.00 1,785.12 1,785.12
01/01/24 01/25/24 FHMS K736 A2
DTD 09/01/2019 2.282% 07/01/2026
3137FNWX4 750,000.00 0.00 1,426.25 1,426.25
01/01/24 01/25/24 FNA 2015-M11 A2
DTD 07/30/2015 2.943% 04/01/2025
3136APSZ6 654,207.28 0.00 1,604.58 1,604.58
01/10/24 01/10/24 COOPERATIEVE RABOBANK UA

CORPORATE NOTES
DTD 01/12/2022 1.375% 01/10/2025
21688AAS1 400,000.00 0.00 2,750.00 2,750.00
01/13/24 01/13/24 AMERICAN HONDA FINANCE

CORPORATE NOTES
DTD 01/13/2022 1.500% 01/13/2025
02665WEA5 400,000.00 0.00 3,000.00 3,000.00
01/15/24 01/15/24 FORDO 2023-C A3
DTD 11/21/2023 5.530% 09/15/2028
344940AD3 340,000.00 0.00 1,566.83 1,566.83
01/15/24 01/15/24 ALLYA 2023-1 A3
DTD 07/19/2023 5.460% 05/15/2028
02007WAC2 500,000.00 0.00 2,275.00 2,275.00
01/15/24 01/15/24 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
01/15/24 01/15/24 HART 2023-C A2A 4491SCABS 645,000.00 0.00 3,117.50 3,117.50 PFM Asset Management LLC Account 4025-002 Page 24
Item 1b January 2024 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending January 31, 2024 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
01/15/24 01/15/24 US TREASURY NOTES
DTD 07/15/2023 4.500% 07/15/2026
91282CHM6 2,500,000.00 0.00 56,250.00 56,250.00
01/15/24 01/15/24 CARMX 2022-2 A3
DTD 04/28/2022 3.490% 02/16/2027
14317HAC5 711,814.47 0.00 2,070.19 2,070.19
01/15/24 01/15/24 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
01/15/24 01/15/24 TAOT 2023-D A3
DTD 11/14/2023 5.540% 08/15/2028
89239FAD4 240,000.00 0.00 1,108.00 1,108.00
01/15/24 01/15/24 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
01/15/24 01/15/24 WOART 2023-D A2A
DTD 11/08/2023 5.910% 02/16/2027
98164DAB3 350,000.00 0.00 1,723.75 1,723.75
01/15/24 01/15/24 BAAT 2023-2A A3
DTD 11/21/2023 5.740% 06/15/2028
06054YAC1 840,000.00 0.00 4,018.00 4,018.00
01/15/24 01/15/24 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
01/15/24 01/15/24 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
01/15/24 01/15/24 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
01/15/24 01/15/24 BACCT 2023-A2 A2
DTD 12/14/2023 4.980% 11/15/2028
05522RDH8 355,000.00 0.00 1,522.36 1,522.36
01/15/24 01/15/24 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
01/16/24 01/16/24 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
01/20/24 01/20/24 VALET 2023-2 A2A
DTD 11/21/2023 5.720% 03/22/2027
92867YAB0 515,000.00 0.00 2,454.83 2,454.83
01/21/24 01/21/24 HAROT 2023-4 A3
DTD 11/08/2023 5.670% 06/21/2028
438123AC5 195,000.00 0.00 921.38 921.38
01/22/24 01/22/24 PFAST 2023-2A A2A
DTD 11/10/2023 5.880% 11/23/2026
732916AB7 1,100,000.00 0.00 5,390.00 5,390.00
Transaction Type Sub-Total 23,386,562.98 0.00 135,652.05 135,652.05 PFM Asset Management LLC Account 4025-002 Paqe 25
Item 1b January 2024 Treasurer Report
Managed Account Security Transactions & Interest For tiie Month Ending January 31, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal
Proceeds
Accrued
Interest Total
Realized G/L
Cost
Realized G/L
Amort Cost
Sale
Trade Settle Security Description CUSIP Par Method

MATURITY
01/12/24 01/12/24 NATIXIS NY BRANCH COMM PAPER
DTD 04/17/2023 0.000% 01/12/2024
63873JAC4 2,250,000.00 2,250,000.00 0.00 2,250,000.00 51,358.12 0.00 01/17/24 01/17/24 BANK OF AMERICA NA CERT DEPOS
DTD 08/18/2023 5.720% 01/17/2024
06051WBU7 2.200.000.00 2,200,000.00 53,132.44 2,253,132.44 0.00 0.00 Transaction Type Sub-Total 4,450,000.00 4,450,000.00 53,132.44 4,503,132.44 51,358.12 0.00

PAYDOWNS
01/01/24 01/25/24 FHMS K733 A2
DTD 11/09/2018 3.750% 08/01/2025
3137FJXO7 288.00 288.00 0.00 288.00 9.47 0.00
01/01/24 01/25/24 FHMS K039 A2
DTD 09/01/2014 3.303% 07/01/2024
3137BDCW4 41,043.70 41,043.70 0.00 41,043.70 662.15 0.00 01/01/24 01/25/24 FNA 2015-M11 A2
DTD 07/30/2015 2.943% 04/01/2025
3136APSZ6 1,022.23 1,022.23 0.00 1,022.23 39.97 0.00
01/01/24 01/25/24 FHMS K065 Al
DTD 07/24/2017 2.864% 10/01/2026
3137F1G36 20,882.45 20,882.45 0.00 20,882.45 901.37 0.00 01/01/24 01/25/24 FHMS K058 Al
DTD 11/09/2016 2.340% 07/01/2026
3137BSP64 13,045.99 13,045.99 0.00 13,045.99 668.61 0.00 01/15/24 01/15/24 CARMX 2022-2 A3
DTD 04/28/2022 3.490% 02/16/2027
14317HAC5 35,674.22 35,674.22 0.00 35,674.22 926.69 0.00 Transaction Type Sub-Total 111,956.59 111,956.59 0.00 111,956.59 3,208.26 0.00 SELL
01/08/24 01/08/24 US TREASURY NOTES
DTD 08/31/2022 3.250% 08/31/2024
91282CFG1 400,000.00 395,343.75 4,642.86 399,986.61 3,406.25 843.03 FIFO 01/09/24 01/09/24 US TREASURY NOTES
DTD 08/31/2022 3.250% 08/31/2024
91282CFG1 600.000.00 592,898.44 7,017.86 599,916.30 4,992.19 1,112.40 FIFO 01/09/24 01/11/24 US TREASURY NOTES
DTD 08/31/2022 3.250% 08/31/2024
91282CFG1 800.000.00 790,625.00 9,500.00 800,125.00 6,750.00 1,483.74 RFO 01/10/24 01/10/24 US TREASURY NOTES
DTD 08/31/2022 3.250% 08/31/2024
91282CFG1 375,000.00 370,620.12 4,419.64 375,039.76 3,178.72 732.01 FIFO 01/12/24 01/16/24 MUFG BANK LTD/NY COMM PAPER
DTD 05/31/2023 0.000% 02/23/2024
62479LBP9 2,250,000.00 2,237,222.50 0.00 2,237,222.50 53,960.00 570.00 RFO PFM Asset Management LLC Account 4025-002 Paqe 26
Item 1b January 2024 Treasurer Report
Managed Account Security Transactions & Interest For tiie Month Ending January 31, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type
Trade Settle Security Description CUSIP
Principal
Par Proceeds
Accrued
Interest Total
Realized G/L
Cost
Realized G/L
Amort Cost
Sale
Method
SELL
01/29/24 01/30/24 US TREASURY NOTES
DTD 08/31/2022 3.250% 08/31/2024
01/31/24 02/01/24 US TREASURY NOTES
DTD 08/31/2022 3.250%
08/31/2024
91282CFG1
91282CFG1
900,000.00 890,296.88
375,000.00 371,000.98
12,214.29
5,156.25
902,511.17
376,157.23
8,437.51
3,559.57
1,516.81
632.25
HEO
FIFO
Transaction Type Sub-Total 5,700,000.00 5,648,007.67 42,950.90 5,690,958.57 84,284.24 6,890.24 Managed Account Sub-Total (597,972.57) 230,856.27 (367,116.30) 138,850.62 6,890.24 Total Security Transactions ($597,972.57) $230,856.27 ($367,116.30) $138,850.62 $6,890.24 Bolded items are forward settling trades.

PFM Asset Management LLC Account 4025-002 Page 27

Page 1 of 3 ends

Staff Report – Item 1c
Item 1c: Authorize the Chief Executive Officer to Execute a Three-Year Agreement with Tenaska Power Services for Scheduling Coordinator Services for Management and Monitoring of Generation in CAISOs Markets and All Future Annual Renewals for An Initial Agreement Not to Exceed $1,700,000 and Annual Renewal Not to Exceed $566,667
From: Girish Balachandran, CEO
Prepared by: Kris Van Vactor, Director of Power Resources Date: 3/13/2024

RECOMMENDATION
Staff recommends the Board approve and authorize the CEO to execute an agreement with Tenaska Power Services (TPS) for Scheduling Coordination Services for Management and Monitoring of Generation in the California Independent System Operator Market (Attachment 1) for an initial term of three years from the effective date of the contract for an amount not to exceed $1,700,000, inclusive for this term. The contract has the ability to annually renew for an amount not to exceed $566,667 annually.

This agreement in final form will allow SVCE to schedule and consolidate all its Scheduling Coordination (SC) generation resources into one system.

BACKGROUND
Silicon Valley Clean Energy (SVCE) is a load serving entity (LSE) and a market participant in the California Independent System Operator (CAISO) balancing authority. As a participating LSE, SVCE must schedule all its electric load, in hourly increments, and power supply resources into the CAISO. SVCE’s load and resources must be represented by SC in the CAISO. Since its launch, SVCE has outsourced the SC function to a third-party vendor equipped with the software and systems necessary to meet the CAISO’s SC requirements, including staffing available on a 24x7 basis.

SVCE’s clean energy procurement strategy since its start has been to procure and integrate various technologies into CAISO markets to add value to SVCE’s energy portfolio. To date, SVCE has signed over 20 power purchase agreements directly, in partnership with Central Coast Community Energy (CCCE) and/or with California Community Power (CCPower). These agreements support SVCE’s clean energy goals, while also enhancing grid reliability and/or meeting procurement mandates.

The SC service allows for resources to be commercially viable in CAISOs balancing authority by scheduling those resources into the Day-ahead and Real-time markets and receiving revenue for the attributes that are sold to those markets. Currently SVCE has 3 resources that are contractually required to be managed by an SC of SVCE’s choosing.

ANALYSIS & DISCUSSION
In April of 2023, SVCE along with CCCE and CC Power issued a Request for Information (RFI) to provide SC Services for the fleet of resources both agencies have under contract. Specifically, the RFI was looking for Item 1c
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1c Agenda Date: 3/13/2024

Page 2 of 3 ends

information on the ability of the marketplace to provide SC Services that supported specific functions including but not limited some Short-Term Planning capability, Day-Ahead Scheduling capability and a robust Real-time team with a Supervisory Control and Data Acquisition system that has schedule deviation alarming capability.

In all, the RFI was sent to 8 market participants. The agencies received information from five 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 TPS was selected as the most competitive proposal.

Vendor
Established in 1997, TPS is a Federal Energy Regulatory Commission (FERC)-certified power marketing company engaged in the buying and selling of wholesale and retail power and the provision of power marketing and energy management services throughout the United States. With a 200+ person staff headquartered in Irving, Texas, TPS focuses on providing energy management solutions to third-party customer generation assets and retail and wholesale load in various markets including the California Independent System Operator (CAISO), Western Electricity Coordinating Council(WECC), Electric Reliability Council of Texas (ERCOT), Southeast Reliability Council (SERC), Midcontinent Independent System Operator (MISO), Southwest Power Pool (SPP), Pennsylvania New Jersey Maryland Interconnection (PJM), New York Independent System Operator (NYISO), and Independent System Operator of New England (ISONE).

STRATEGIC PLAN
Execution of the TPS-SVCE SC 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 agreement with TPS and, instead, use existing SC to manage resources in CAISOs market. Staff does not recommend this alternative. Staff sought SC services to incrementally improve operations and not executing this agreement would risk that improvement.

Additionally, while this is a critical function it would be costly to bring many of these functions in house. At some point SVCE may choose to hire staff and procure tools to do this work and will undertake an assessment of the merits of doing so.

Item 1c
April-June 2023 June-July 2023
August-March
2023-24 March 2024 April 2024
RFI Released
Short List for
RFP Created
RFP Released
Vendor Selected
Contract
Negotiations
BOD Approval Implement
Contract
Execution
We are here
Agenda Item: 1c Agenda Date: 3/13/2024

Page 3 of 3 ends

FISCAL IMPACT
Ultimate execution of the agreement will result in costs to SVCE starting in Fiscal Year (FY) 2024, which have been included in the Board-approved FY 2024 operating budget. Staff’s spending authority over the term of the contract will be limited to the amount $1,700,000. Annual renewals, which will start in 2026-27 will be limited by $566,667.

ATTACHMENT

1. TPS-SVCE SC Agreement for Management and Monitoring of Generation in CAISOs Markets.

Item 1c
Execution Version
1 SCHEDULING COORDINATOR AGREEMENT
This Scheduling Coordinator Agreement (“Agreement”) is executed on March ___, 2024 (“Effective Date”) between Silicon Valley Clean Energy Authority, a California joint powers authority (“SVCE”) and Tenaska Power Services Co. (“TPS”), a Nebraska corporation. SVCE and TPS are also hereinafter referred to in this Agreement individually as “Party” and collectively as the “Parties”.

This Agreement consists of and is governed by the Base Agreement and the General Terms and Conditions attached hereto, together with attached exhibits incorporated by reference in this Agreement.

RECITALS
WHEREAS, SVCE directly or indirectly owns, controls and/or has power purchase and energy storage agreements (“PPAs”) with generating facilities located within the CAISO and WECC markets as described further in Exhibit A hereto (the “Resource(s)”), and participates in the CAISO markets (the “Project”);
WHEREAS, TPS is in the business of providing Scheduling Coordinator services, including scheduling Energy, load, Capacity, Ancillary Services, and managing congestion revenue rights from generating facilities through the markets operated by CAISO; WHEREAS, SVCE desires TPS to provide certain Scheduling Coordinator Services and other services for the Resources and Services, as defined below and as set forth in this Agreement, in each case, in accordance with the terms and conditions as set forth herein; WHEREAS, TPS desires to perform certain Scheduling Coordinator Services and other services for the Resources and Services, in each case, on the terms and conditions as set forth herein;
NOW, THEREFORE, in consideration of the premises, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, SVCE and TPS agree as follows:

BASE AGREEMENT

1. DESIGNATION
Except as provided in this Section 1, no Party will be an agent, partner, joint venturer, or legal representative of any other Party for any purpose whatsoever, and no Party is authorized to assume or create any obligation, liability, or responsibility, expressed or implied, on behalf of or in the name of any other Party, or to bind any other Party to any Third Party in any manner whatsoever; provided, however, that SVCE authorizes TPS to act, and TPS agrees to act, subject to the terms of this Agreement, as SVCE’s exclusive provider of the Services for the Resources.

The Parties shall conduct their respective duties, obligations, and operations related to this Agreement in accordance with the terms of this Agreement, the Governing Rules, and Prudent Industry Practice.

The relationship of SVCE, on the one hand, with TPS, on the other hand, as set forth in this Agreement is one of an independent contractor.

Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
-
-
Execution Version
2 2. SCHEDULING COORDINATOR SERVICES

2.1 SCID Services. TPS has obtained, or shall promptly obtain upon execution of this Agreement, an SCID that will be unique to the Resources, and TPS represents and warrants that such SCID has not been previously used and shall not be used in connection with any other transactions or Resources. TPS shall use such SCID only in respect of Transactions for SVCE and the Resources, and not for any other transaction, Resources or purpose. TPS shall be responsible for satisfying the CAISO credit requirements under the Governing Rules, including posting all required security. TPS shall pass through to SVCE the actual SCID cost assessed by CAISO (“CAISO SCID Fee”) for such SCID.

The Parties understand and agree that it is SVCE’s intent to obtain SVCE’s own Scheduling Coordinator ID for SVCE’s use during the Term of this Agreement. To the extent necessary, TPS shall assist SVCE in facilitating the transition with the CAISO from the SCID obtained by TPS for SVCE’s Resources to SVCE’s own SCID. Furthermore, the Parties agree to cooperate in good faith to make necessary changes to this Agreement to accommodate this transition, provided however, such changes shall not include adjustments to the Fixed Monthly Fee for Services to be provided under this Agreement.

2.2 Scheduling. If the TPS Customer Portal is available, SVCE will utilize it to communicate desired Energy and Ancillary Services schedules for the DAM and Real-Time FMM scheduling cycles. Otherwise, a TPS developed scheduling spreadsheet template will be submitted by SVCE for the DAM and all Real-Time FMM scheduling cycles. TPS will provide, and SVCE grants TPS the authority to perform, scheduling services for the Resources in the role of SVCE’s Scheduling Coordinator in accordance with (i) the Governing Rules, (ii) Prudent Industry Practice, and (iii) instructions from SVCE. As part of its Scheduling Coordinator responsibilities under this Agreement, TPS will submit all Energy and Ancillary Services bids and offers consistent with the rules and regulations of CAISO and the directions of SVCE. TPS will schedule all output from the Resources consistent with each Resource’s operational and economic parameters as communicated to TPS by SVCE; provided, however, to the extent TPS determines in its reasonable discretion that the scheduling of Products from any Resource to a Third Party creates any TPS Credit Exposure, in excess of the SVCE Threshold, for which TPS is not sufficiently secured, then TPS shall not be required to continue scheduling such Products to a Third Party unless and until TPS receives sufficient Credit Support from SVCE to mitigate TPS’s Credit Exposure, in excess of the SVCE Threshold. Subject to the foregoing sentence, TPS will schedule all Transactions with the appropriate Third Parties, transmission providers, and balancing authorities, in accordance with this Agreement. SVCE will provide TPS all information relevant to or required by the Governing Rules in order to satisfy all relevant data and information required for participation in the CAISO markets.

Such information will be provided to TPS in those time increments, quantities, duration, and terms in compliance with the Governing Rules.

Each component of SVCE’s offers (collectively and individually) shall, when provided to TPS, be in a form intended to satisfy the requirements of the Governing Rules. If TPS discovers that SVCE’s offers conflict with the requirements of the Governing Rules, TPS shall immediately notify SVCE thereof and shall coordinate with SVCE to modify SVCE’s offers to comply with such requirements. If offers cannot be modified, then TPS will have the right to reject SVCE’s offers to remedy any conflict therewith, and shall immediately notify SVCE thereof. SVCE will provide or make available to TPS all such information using the format, software, and communication format and specifications, and other technical criteria mutually agreed between the Parties. SVCE will provide TPS the necessary information at least two (2) hours prior to any applicable deadline specified under the Governing Rules. SVCE may, in lieu of providing specific offers to TPS, provide Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
3 TPS specific procedures and operating rules to be used by TPS to generate all or a portion of the offers. If SVCE does so, then TPS shall generate offers in accordance with such procedures and operating rules and submit such offers to the applicable CAISO markets in accordance with the Governing Rules.

2.3 Schedule Changes. Notwithstanding Section 2.2, SVCE may change information previously provided to TPS, provided any such change is provided to TPS no later than any applicable deadline specified under the Governing Rules. Provided that SVCE provides any such change in accordance with the deadlines provided within this Section

2.3, TPS will use commercially reasonable efforts to timely implement any such changes.

In the event that any change timely provided to TPS differs from prior information for the same time period, such subsequent information, upon receipt by TPS, shall supersede the prior information, and TPS will rely upon and implement the most recent information when submitting such information to CAISO for SVCE. TPS shall promptly notify SVCE if it is unable to implement any changes provided by SVCE and provide explanation why TPS was not able to implement the changes and a mitigation plan that would enable TPS to implement the changes in the future.

2.4 24-Hour Monitoring. For Products delivered from the Resources to CAISO, TPS will administer and monitor sales to CAISO. TPS will provide SVCE with access to the CAISO Energy markets (including, without limitation, the Capacity bilateral markets) and the Services twenty-four (24) hours per Day, seven (7) Days per week, subject to market availability and operational limitations of the Resources. TPS will timely communicate with CAISO regarding the Resources and, as soon as practicable, inform SVCE of any and all CAISO directives or instructions affecting the Resources.

2.5 Outage Reporting. TPS will provide Outage scheduling services to SVCE, which will consist solely of relaying to CAISO, in such electronic data transmission format as is authorized by CAISO for the transmission of Outage information, all information furnished to TPS by SVCE concerning the Resources’ Outages and relaying to SVCE in a timely manner all electronic data received from CAISO concerning Outages at the Resources.

TPS will transmit each Resource’s Outage data to CAISO within time periods specified for the transmission of such data under the CAISO Agreements. SVCE shall be responsible for furnishing such data required by the CAISO Agreements to TPS in sufficient time to permit TPS to comply with applicable timing requirements of the CAISO Agreements. If TPS’s Customer Portal is available, SVCE will utilize it to communicate Outage information. Otherwise, SVCE shall provide the information to TPS in a template provided by TPS.

2.6 Shadow Settlement. TPS will use its proprietary data management and calculation engine, PowerTools Platform®©, to shadow settle all CAISO settlement statement versions regarding the Resources. TPS will analyze discrepancies found between TPS’s internally generated settlement statements and CAISO’s settlement statements. SVCE will provide TPS parameters for further investigation of such discrepancies and filing of disputes with CAISO. For discrepancies falling within SVCE’s parameters, TPS will file disputes with CAISO for SVCE, will manage these disputes with CAISO, and will regularly provide SVCE a status report on all filed disputes. TPS will also review all additional CAISO settlement statements to verify CAISO has made requested changes to prior statements and to verify the accuracy of any additional CAISO charges and credits.

2.7 RA Supply Plans. TPS will file Resource Adequacy supply plans, if any, with CAISO on behalf of SVCE and shall provide a copy of such plans to SVCE at the same time the plans are filed with CAISO.

Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
4 2.8 Support Services. The Parties acknowledge and agree that TPS will be unable to commence providing the Services contemplated by this Agreement until all necessary registrations, acknowledgements, agreements and other documentation (“Documentation”) have been provided to and approved by CAISO to enable TPS to commence providing the Services. The period of time from the Effective Date of this Agreement until the Commencement Date is defined as the “Support Services Period”.

During the Support Services Period, SVCE and TPS shall each work diligently to ensure that all necessary Documentation is completed and necessary CAISO approvals are obtained expeditiously. SVCE shall notify TPS of the completion of all necessary Documentation and approvals. Subject to the terms of this Agreement and starting on the Effective Date, TPS shall provide to SVCE the services necessary to ensure the commencement of the Services, as such services are described in Exhibit C hereto (the “Support Services”). All Services under this Agreement (other than Support Services) will commence on the Commencement Date.

3. RESERVED

4. OPERATIONAL SERVICES

4.1 Schedule of Costs. The expectation is that the Resources will be economically bid into the CAISO market. SVCE will provide in writing to TPS information and instructions setting forth the bids for each Resource. If applicable, SVCE will also provide TPS information and instructions on Ancillary Services bids with respect to each Resource. SVCE will notify TPS in writing via the TPS provided template of any revisions to the operational and economic parameters for the bids. Any revision will only apply to Transactions entered into or agreed upon hereunder after receipt of such revisions by TPS.

4.2 Dispatch Instructions. The Parties acknowledge that from time to time, CAISO or a Governmental Authority may issue verbal instructions or orders to TPS affecting or requiring specific actions with respect to operation of the Resources (collectively, “CAISO Dispatch Instructions”). CAISO Dispatch Instructions will be communicated to SVCE following receipt of such by TPS. Based on the CAISO Dispatch Instructions, TPS shall communicate to SVCE the quantities of Energy (or any other Product) to generate or provide, or to cease generating or providing, and the time period during which such instructions are to be followed, and SVCE shall endeavor to cause the applicable Resource to promptly comply with such instructions consistent with the operational limitations of such Resource, as appropriate; provided that, if in the sole and reasonable judgment of SVCE, such compliance would create a threat to safety, risk of bodily harm or damage to equipment, or is not otherwise in compliance with the CAISO Agreements, SVCE will notify TPS immediately of the reason for non-compliance and TPS will communicate such reason to CAISO in accordance with the CAISO Agreements. TPS shall not be liable to SVCE for any damages resulting from compliance or non-compliance with any CAISO Dispatch Instruction except to the extent any non-compliance is directly attributable to TPS’s (i) breach of this Agreement (ii) failure to comply with such CAISO Dispatch Instruction, (iii) failure to timely provide notice of such CAISO Dispatch Instruction to SVCE, or (iv) incorrect communication to SVCE of the details of such CAISO Dispatch Instruction; provided, however, that any payment required shall remain subject to the limitation of liability in Section 10.2 of the General Terms and Conditions.

5. PAYMENTS

5.1 Set-Up Fee. TPS shall charge SVCE a one-time fee for establishing and configuring the telemetry and other communication equipment and software linking the Resources to TPS (and to CAISO where applicable) and for provision of the Support Services described in Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
5 Exhibit C (“Set-Up Fee”). The Set-Up Fee shall equal to twenty thousand Dollars ($20,000) for the Resources identified in Exhibit A. Any Resource which SVCE may request to be added to Exhibit A after the Effective Date shall be subject to TPS’s approval, an additional Set-Up Fee negotiated between the Parties, and an amendment to this Agreement.

5.2 Fixed Monthly Fee. For performance of the Services described herein, SVCE shall pay TPS a monthly fee equal to the amount listed for the corresponding Resource in Exhibit A (“Fixed Monthly Fee”) in arrears and prorated for any partial Month of Service, beginning on the Resource Commencement Date and continuing throughout the Term; provided that the Fixed Monthly Fee shall increase by the Escalator on the first day of the Month of each anniversary of the Commencement Date. Any Resource requested by SVCE for addition to Exhibit A after the Effective Date shall be subject to an additional Fixed Monthly Fee negotiated between the Parties and memorialized in an amendment hereto.

5.3 Pass Through Amounts and Reimbursements. Except when specified otherwise under this Agreement, SVCE shall pay TPS all Pass Through Amounts in accordance with this Agreement. TPS shall pass through to SVCE all settlement amounts it receives from CAISO for SVCE’s Products in accordance with Section 6.1 of the General Terms and Conditions. Notwithstanding anything to the contrary, no amounts shall be recovered twice pursuant to this Agreement.

6. TERM
(a) All Services and the obligation to pay fees under this Agreement, other than the Support Services and the Set-Up Fee, respectively, shall be effective as of the Commencement Date unless provided otherwise in this Agreement. All other terms, provisions, and obligations, including the Support Services, the Set-Up Fee, and associated Pass Through Amounts, shall be effective as of the Effective Date of this Agreement. This Agreement shall have a primary term beginning on the Commencement Date and expiring at 11:59:59 p.m. PPT on December 31, 2026 (the “Initial Term”). Upon expiration of the Initial Term, this Agreement shall then automatically renew and extend for successive one (1) year terms (each a “Renewal Term”) unless either Party provides written notice of non-renewal to the other Party no later than sixty (60) Days prior to the expiration of the Initial Term or any Renewal Term (as applicable).
(b) Transition of Scheduling Coordinator Services.
(i) If an Event of Default or Force Majeure occurs and is continuing with respect to TPS, TPS shall cooperate in good faith with SVCE and promptly execute all documents and take all other reasonable steps requested by SVCE that may be required or reasonably necessary to transition the Scheduling Coordinator function from TPS to SVCE’s designee. Without limiting the generality of the foregoing, TPS hereby agrees that SVCE has the power and right, without notice to or assent by TPS, upon the occurrence and during the continuation of any Event of Default or Force Majeure (or any other event that pursuant to the express provisions hereof allows SVCE to replace TPS as SVCE’s Scheduling Coordinator), to execute all documents and take all other reasonable steps which may be required or reasonably necessary to transition the Scheduling Coordinator Services from TPS to SVCE’s designee. TPS agrees that any request by SVCE that TPS take any action pursuant to this Section 6(b), and any action taken by SVCE pursuant to this Section 6(b), shall not constitute a Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
6 breach of any obligation in this Agreement that TPS be the exclusive provider of any Services. Subject to Section 13 of the General Terms and Conditions, to the extent a Force Majeure with respect to TPS ceases to exist, then SVCE may elect to transition the Scheduling Coordinator Services from SVCE’s designee back to TPS. If the Scheduling Coordinator Services are transitioned to SVCE’s designee due to an Event of Default with respect to TPS and SVCE does not terminate this Agreement in accordance with Section 11 of the General Terms and Conditions, the Parties shall cooperate in good faith to transition the Scheduling Coordinator Services from SVCE’s designee back to TPS at such time as such Event of Default is cured by TPS or otherwise ceases to exist. This Section 6(b) shall survive the expiration or earlier termination of this Agreement.
(ii) If TPS ceases to be the Scheduling Coordinator for the Resources and other Transactions due to the expiration or earlier termination of this Agreement or any other reason, or if TPS is performing the Scheduling Coordinator Services solely pursuant to the application of Section 6(c) of the Base is Agreement, TPS shall cooperate with SVCE’s requests to transition the Scheduling Coordinator Services and other Services hereunder (including executing any consents or documents and taking all other steps as may be required under the CAISO Agreements or as SVCE may otherwise reasonably request to remove TPS as Scheduling Coordinator for the Resources), and SVCE shall be responsible for notifying CAISO, the CPUC, and any Third Parties, as applicable, involved or relating to this Agreement, of the removal of TPS as SVCE’s Scheduling Coordinator for the Resources. In the event that, after the expiration or earlier termination of this Agreement, TPS receives statements or invoices from CAISO or other Third Parties related to SVCE or pertaining to the Resources or any Transactions, as outlined in Section 6.1 of the General Terms and Conditions, TPS shall pass through charges reflected in those statements or invoices to SVCE and SVCE shall be responsible for payment. This Section 6(b) shall survive termination of this Agreement. (c) Notwithstanding anything to the contrary in any provision of this Agreement, but without limiting the Parties’ obligations under Section 6(b) of the Base is Agreement, if, on the date this Agreement would expire or otherwise terminate, CAISO’s system still recognizes TPS as the Scheduling Coordinator for the Resources, then the Term of this Agreement shall be deemed to continue (and the terms of this Agreement shall survive) until the date that CAISO confirms in its system that TPS is no longer the Scheduling Coordinator for the Resources. (d) Termination for Performance. If at any time a Party believes the performance of the other Party under this Agreement is deficient, such Party has the right to provide the other Party with written notice of the performance deficiency, along with a description of the performance deficiency (“Notifying Party”). Upon receipt of such notice of performance deficiency, the Party receiving notice (“Notified Party”) shall have thirty (30) Days to correct such performance deficiency and within seven (7) Days from receipt of the notice to provide a written description to the Notifying Party of the remedial actions taken or to be taken to restore or improve the quality of performance, including by addressing the areas of performance identified in the notice. If the Notified Party fails within such thirty (30) Days to restore the quality of performance to a level deemed satisfactory to the Notifying Party in such Party’s reasonable discretion, such Party shall have the Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
7 right, following expiration of the thirty (30) Day remediation period, to terminate this Agreement by providing thirty (30) Days’ written notice to the Notified Party and designating a termination date (“Termination for Performance”). Within thirty (30) Days following the effective date of any such Termination for Performance, each Party will pay to the other Party the sum of all amounts that are owed for activity performed prior to such effective date, but no additional termination fee will be owed. For the avoidance of doubt, (a) the rate or amount of fees for Services payable under Section 5 of the Base Agreement or (b) the experience of lower than desired revenues received by SVCE for sales of Products where such lower revenues result from general market conditions, rather than caused by the performance of a Party, shall not be grounds for invoking a Termination for Performance. The obligations in this Section shall survive the expiration or earlier termination of this Agreement.
(e) For the avoidance of doubt, from and after the Effective Date and for the duration of the Term, no Party shall have any right to terminate this Agreement early or otherwise exercise a non-renewal of this Agreement except to the extent expressly permitted under the terms of this Agreement or as otherwise mutually agreed by the Parties in writing.

WITNESS that the Parties have executed this Agreement effective as of the Effective Date.

SILICON VALLEY CLEAN ENERGY
By: _________________________________
Name: ______________________________
Title: _______________________________
TENASKA POWER SERVICES CO.

By: _________________________________
Name: Kevin R. Smith
Title: President
Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
8 GENERAL TERMS AND CONDITIONS
SECTION 1

DEFINITIONS
As used in this Agreement and any amendments hereto, and in addition to other terms elsewhere defined in this Agreement, each of the following terms shall have the indicated meanings; provided, however, capitalized terms not otherwise defined herein shall have the same meanings defined in the Governing Rules.
“Affected Party” has the meaning given that term in Section 8.3 of the General Terms and Conditions.
“Affiliate” means, with respect to any Person, (i) any other Person, directly or indirectly, controlling, controlled by, or under common control with such Person, or (ii) any other Person under the joint control, directly or indirectly, of such Person. As used in this definition, the term “control” and similar terms shall mean the ownership of more than fifty percent (50%) of the voting securities of such Person or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, through ownership of voting securities, by contract or otherwise.
“Agreement” has the meaning assigned to such term in the preamble of this Agreement. “Ancillary Services” has the meaning given that term in the CAISO Agreements. “Applicable Laws” means any act, statute, law, regulation, permit, license, ordinance, rule, judgment, order, decree, directive, guideline, or policy (to the extent mandatory) or any similar form of decision or determination by, or any interpretation or administration of, any of the foregoing by any Governmental Authority with jurisdiction over the Resources, TPS, SVCE, or the Services to be performed under this Agreement.
“Assessments” has the meaning set forth in Section 8.3 of the General Terms and Conditions. “Business Day” means any Day other than a Saturday, Sunday, or Day on which Federal Reserve member banks in New York are closed for business. “Business Hours” shall mean the consecutive hours from 8:00 a.m. to 5:00 p.m. Central Prevailing Time on Business Days.
“CAISO” means the California Independent System Operator Corporation or any successor thereto.
“CAISO Agreements” means CAISO Tariff, CAISO Business Practice Manuals and any other applicable CAISO bylaws, procedures, rules, manuals or documents, or any successor, superseding or amended versions thereof that may take effect from time to time. “CAISO Business Practice Manuals” shall mean the Business Practice Manuals published by CAISO, as amended, restated, supplemented, or otherwise modified from time to time. “CAISO Dispatch Instructions” shall have the meaning given that term in Section 4.2 of the Base Agreement.
“CAISO SCID Fee” has the meaning given that term in Section 2.1 of the Base Agreement.

Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
9 “CAISO Tariff” shall mean the California Independent System Operator Corporation Fifth Replacement FERC Electric Tariff, effective April 1, 2022, as amended from time to time, including any schedules, appendices or exhibits attached thereto. “Capacity” means any capacity used to meet reliability requirements or the ability to generate and provide or deliver a Product, and includes the meaning defined in the Governing Rules. “Commencement Date” means the later of (i) the Effective Date, or (ii) the date upon which TPS receives notice that CAISO authorizes TPS to commence representing the first Resource identified on Exhibit A within CAISO’s system.
“Confidential Information” has the meaning given that term in Section 14.1(a) of the General Terms and Conditions.
“Central Prevailing Time” or “CPT” shall mean standard time or daylight saving time, as applicable to the central time zone of the United States. “CPUC” means the California Public Utilities Commission (or any successor thereto that regulates public utilities in California).
“Credit Exposure” shall mean the net amount one Party would owe the other Party if all Transactions and Services between the Parties under this Agreement were closed out and terminated, and all obligations under this Agreement were accelerated and netted against amounts the other Party would owe such Party on the date of credit calculation to derive the amount of credit exposure faced by one Party to the other Party or a Third Party. This calculation will include amounts owed for delivered Products or Services whether billed or unbilled, the forward value of committed but undelivered Products taking into account deviations in the current market value of a Product from the value or price of such Product prevailing at the time a Transaction was entered into, or prevailing at the time such Product was offered into CAISO, the forward value of amounts owing to or from CAISO for estimated future settlement obligations and revisions, and any fees for Services due and owing under this Agreement. “Credit Support” shall mean cash, pre-payments, letters of credit, and, if acceptable to the requesting Party, may include guarantees or other reasonable forms of security. “Daily Schedule” shall have the meaning given that term in Section 3.2(a) of the General Terms and Conditions.
“Damages Cap” has the meaning given that term in Section 10.2 of the General Terms and Conditions.
“Day” shall mean a calendar day.
“Day-Ahead” has the meaning given that term in the CAISO Agreements. “Day-Ahead Market” or “DAM” has the meaning given that term in the CAISO Agreements. “Defaulting Party” has the meaning given that term in Section 11.2 of the General Terms and Conditions.
“Delivery Point” shall mean the physical point(s) where SVCE delivers Products, which in a typical Transaction shall be the point(s) at which the electric interconnection facilities utilized to meter and financially settle the delivery of Products from the Resources, meet with the high voltage side of the physical interconnection between the Resources and the applicable Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
10 transmission service provider. For a specific Transaction, the Parties may agree to any Delivery Point that is a defined point at which financial settlement may occur within the CAISO region. “Documentation” has the meaning set forth in Section 2.8 of the Base Agreement. “Due Date” means the tenth (10th) Day after SVCE’s receipt of TPS’s invoice; provided, however, if such Day is not a Business Day, the next Business Day. “Effective Date” has the meaning given in the Preamble of the Agreement. “Energy” has the meaning given the term in the CAISO Agreements. “Energy Imbalance Market” or “EIM” has the meaning given the term in the CAISO Agreements. “Escalator” shall equal the greater of (i) the percentage change in the Consumer Price Index for Urban Areas or “CPI-U” published by the U.S. Department of Labor and applicable for the twelve (12) consecutive Months ending prior to the first Day of the Month in which the Commencement Date occurs each year during the Term, from the annual average CPI-U prevailing for the prior twelve (12) consecutive Month period, or (ii) two percent (2.0%). “Event of Default” has the meaning set forth in Section 11.1 of the General Terms and Conditions.
“FERC” means the Federal Energy Regulatory Commission or any successor thereto. “Fifteen-Minute Market” or “FMM” has the meaning as defined in the CAISO Agreements. “Fixed Monthly Fee” has the meaning set forth in Section 5.2 of the Base Agreement. “Force Majeure” has the meaning set forth in Section 13.1 of the General Terms and Conditions. “Governing Rules” shall mean all applicable CAISO Agreements and any applicable rules and/or directives of CAISO, the CPUC, NERC, FERC or any successor thereto, as the same may be amended from time to time.
“Governmental Authority” shall mean any federal, state or local government, court of competent jurisdiction, administrative agency or commission or other governmental or regulatory instrumentality, agency, authority or authorized arbitral body thereof, including without limitation, CAISO, the CPUC and the NERC.
“Imaged Agreement” has the meaning set forth in Section 16.12 of the General Terms and Conditions.
“Initial Term” has the meaning set forth in Section 6(a) of the Base Agreement. “Interest Rate” means, for any date, the lesser of (i) the per annum rate of interest equal to the “Prime Rate” as may from time to time be published in The Wall Street Journal under “Money Rates” on such Day (or if not published on such Day, on the most recent preceding Day on which published), plus two percent (2%) or (ii) the maximum rate permitted by Applicable Law. “Inter-SC Trade” has the meaning given the term in the CAISO Agreements. “Material Adverse Change” means, with respect to a Party, or The Tenaska Guarantors, as applicable, the occurrence of one or more events which, in the commercially reasonable Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
11 judgement of the other Party, constitutes a material adverse change in the creditworthiness, financial liquidity, access to capital, financial responsibility or ability of the Party or the Tenaska Guarantors to perform their obligations under this Agreement or the Tenaska Guaranty, as applicable.
“Month” means a calendar month.
“MW” means one megawatt.
“MWh” means one megawatt/hour.
“NERC” means the North American Electric Reliability Corporation or any successor thereto. “Non-Defaulting Party” shall have the meaning set forth in Section 11.2 of the General Terms and Conditions.
“Notified Party” shall have the meaning set forth in Section 6(d) of the Base Agreement. “Notifying Party” shall have the meaning set forth in Section 6(d) of the Base Agreement. “Outage” shall have the meaning given the term in the CAISO Agreements and shall also include any Forced Outage, Approved Maintenance Outage, Maintenance Outage (as each such term is defined in the CAISO Agreements), or decrease in capacity or output at any Resource, whether or not caused by an event of Force Majeure, resulting in interruption, curtailment, reduction, or cessation of the production or provision of Products from the Resource. “Party” or “Parties” has the meaning set forth in the Recitals. “Pass Through Amounts” shall mean, without duplication, all actual, direct Third Party costs incurred by TPS; all charges assessed against TPS by CAISO or any other Governmental Authority and payable by TPS; all credits received by TPS from CAISO; and, to the extent expressly stated to be a Pass Through Amount herein, amounts payable to any other Third Party; provided, in each case, that such costs and charges are directly allocable to TPS’s performance of the Services in accordance with the terms of this Agreement and are directly allocable to Services performed for the Resources, excluding TPS’s cost of (i) providing any Credit Support to SVCE; (ii) any Credit Support provided to CAISO; or (iii) doing business in CAISO generally.

Except with respect to Pass Through Amounts related to CAISO, transmission costs and any charges assessed or imposed by any Governmental Authority, TPS shall use commercially reasonable means to obtain the prior approval of SVCE before incurring any other Third Party costs or charges that are to be passed through to SVCE as Pass Through Amounts. “Permit” means, unless otherwise provided in this Agreement, any approval, waiver, exemption, variance, franchise, permit, authorization, license, or similar order of or from any federal, state, county, municipal, or other governmental body, instrumentality, agency, authority, or court having jurisdiction over the matter in question.
“Permitted Termination” has the meaning set forth in Section 8.6 of the General Terms and Conditions.
“Person” means an individual, corporation, voluntary association, joint stock company, business trust, partnership, limited liability company, municipality (including any municipal electric board, cooperative, power utility, agency, or subdivision), rural electric cooperative, or other entity. “Pledgor” shall have the meaning set forth in Section 7.6(c) of the General Terms and Conditions.

Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
12 “PowerTools Platform®©” shall have the meaning as set forth in Section 2.6 of the Base Agreement.
“PPA(s)” shall mean Power Purchase Agreements, each as further described in Exhibit B of this Agreement.
“PPT” means the standard time or daylight saving time, as applicable to the Pacific time zone of the United States.
“Pricing Node” or “PNode” has the meaning given that term in the CAISO Agreements. “Proceedings” has the meaning given that term in Section 16.3 of the General Terms and Conditions.
“Product(s)” means Capacity, Energy, and Ancillary Services from the Resources that are scheduled in the CAISO markets under this Agreement (collectively and individually). “Project” shall have the meaning given that term in the Recitals. “Prudent Industry Practice” means, in respect of the performance under this Agreement, the practices, methods, techniques, standards and acts that, at the time of the performance under this Agreement, are then engaged in or approved by a significant portion of the independent power production industry and that, in the exercise of reasonable judgment in light of the facts known at the time of performance, would have reasonably been expected to accomplish the desired results.

Prudent Industry Practice is not intended to be limited to the optimum practices, methods, techniques, standards and acts to the exclusion of all others, but rather reflect the range of the practices, methods, techniques, standards and acts then generally accepted in the CAISO market, having due regard for, among other things, contractual obligations, Applicable Laws, Permits, and the Governing Rules.
“Real-Time” has the meaning as defined in the CAISO Agreements. “Recording” has the meaning as set forth in Section 16.10 of the General Terms and Conditions. “Renewal Term” has the meaning set forth in Section 6(a) of the Base Agreement. “Representatives” means each Party’s respective directors, officers, and employees, including, without limitation, attorneys, accountants, partners, and consultants. “Resource” or “Resource(s)” shall have the meaning set forth in the Recitals to this Agreement. “Resource Commencement Date” means the date upon which TPS receives notice that CAISO authorizes TPS to commence representing each of the Resources identified on Exhibit A within CAISO’s system.
“Responsible Party” has the meaning given that term in Section 8.3 of the General Terms and Conditions.
“Resource Adequacy Capacity” or “RA” means Resource Adequacy Capacity as further defined in the CAISO Agreements or by the CPUC. Resource Adequacy Capacity may have system, local and/or flexible attributes as determined by the CPUC and CAISO and as specified by SVCE. “Scheduling Coordinator” has the meaning given the term in the CAISO Agreements.

Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
13 “SCID” means, for purposes of this Agreement, the Scheduling Coordinator ID assigned to TPS by CAISO in which the Resources reside.
“Secured Party” shall have the meaning set forth in Section 7.6(c) of the General Terms and Conditions.
"Service Fees” means, with respect to a Month, the Fixed Monthly Fee. “Services” shall mean, collectively, all Scheduling Coordinator services required under the Governing Rules for the Resources and provided pursuant to this Agreement, including the obligations set forth in Section 2 of the Agreement and Sections 2 and 6 of the General Terms and Conditions, Operational Services pursuant to Section 4 of the Base Agreement, Support Services, and any other services that TPS and SVCE have expressly agreed to under this Agreement.
“Set Point” has the meaning given the term in the CAISO Agreements. “Set-Up Fee” has the meaning set forth in Section 5.1 of the Base Agreement. “Settlement Process” has the meaning set forth in Section 7.7 of the General Terms and Conditions.
“Support Services” has the meaning set forth in Section 2.8 of the Base Agreement. “Support Services Period” has the meaning set forth in Section 2.8 of the Base Agreement. “SVCE” shall have the meaning set forth in the preamble of the Agreement. “SVCE Threshold” means four million Dollars ($4,000,000); provided, however, that if a Material Adverse Change has occurred and is continuing with respect to SVCE then the SVCE Threshold will be zero ($0).
“TEH” shall have the meaning set forth in Section 7.6(a) of the General Terms and Conditions. “TEI” shall have the meaning set forth in Section 7.6(a) of the General Terms and Conditions “Tenaska Guarantors” shall have the meaning set forth in Section 7.6(a) of the General Terms and Conditions
“Tenaska Guaranty” shall have the meaning set forth in Section 7.6(a) of the General Terms and Conditions
“Term” shall mean the period commencing on the Effective Date through and including the expiration of the Initial Term and any Renewal Term, as applicable, subject in all cases to any early termination of the Agreement as permitted herein and subject to Section 6(c) of the Base Agreement.
“Termination for Performance” shall have the meaning set forth in Section 6(d) of the Base Agreement.
“Third Party” shall mean any Person other than SVCE or TPS.

Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
14 “TPS Customer Portal” means the internet site designated by TPS which provides access to public and SVCE-specific information and a means to transmit certain information from SVCE to TPS.
“Transaction” means a particular transaction relating to the scheduling, delivery, sale, and/or purchase of a Product, as applicable.
“WECC” means the Western Electricity Coordinating Council. “Weekly Payment Procedure” has the meaning given that term in Exhibit D. “Weekly Statement” has the meaning given that term in Exhibit D.

The terms defined above have the meanings set forth above for all purposes, and such meanings are equally applicable to both the singular and plural forms of the terms defined. "Include," "includes" and "including" shall be deemed to be followed by "without limitation" whether or not they are in fact followed by such words or words of like import. Any agreement, instrument, document, rule or law defined or referred to herein means such agreement, instrument, document, rule or law as from time to time amended, modified or supplemented. References to a Person include its successors and permitted assigns. "Hereof," "herein," "hereunder" and comparable terms refer, unless otherwise expressly indicated, to the entire agreement or instrument in which such terms are used and not to any particular Article, Section or other subdivision thereof or attachment thereto. References in an instrument to "Article," "Section" or another subdivision or to an attachment are, unless the context otherwise requires, to an article, section or subdivision of or an attachment to such agreement or instrument. All references to exhibits or appendices in any agreement or instrument that is governed by this Agreement are to exhibits or appendices attached to such instrument or agreement. References to any gender include, unless the context otherwise requires, references to all genders. References to "$" or to "Dollars" or to “Cents” shall mean the lawful currency of the United States of America.

SECTION 2

PERFORMANCE OBLIGATIONS

2.1 Commencement. SVCE and TPS shall use commercially reasonable efforts to complete and submit any and all Documentation and fulfill any other steps required by CAISO, authorizing TPS to act as SVCE’s Scheduling Coordinator in order to provide Services for the Resources in accordance with the terms herein and applicable Governing Rules.

TPS’s obligations to perform Services under this Agreement other than Support Services shall not commence until the Commencement Date.

2.2 TPS as Scheduling Coordinator and Principal.
(a) To the extent necessary to fulfill TPS's obligations as Scheduling Coordinator hereunder for Products to which title is held by SVCE, SVCE authorizes TPS to convey title to such Products on behalf of SVCE. All revenues associated with such Products delivered to CAISO are the property of TPS, and upon TPS receiving revenues from CAISO associated with such Products delivered to or settled with CAISO, TPS shall have an obligation hereunder to pay SVCE all revenues associated with such delivered or settled Products as paid by CAISO to TPS in accordance with Section 7 of the General Terms and Conditions. All such Transactions transacted and settled with CAISO will be memorialized pursuant to the terms of Section 2.6 of the General Terms and Conditions. Notwithstanding the foregoing, all such Products must be capable of being purchased and resold under TPS’s market-based rate authority with FERC; in the event TPS is precluded Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
15 from selling a particular Product under its market based rate authority, as to that Product, TPS will act as SVCE’s representative in arranging for the sale of such Product.
(b) For the avoidance of doubt, TPS, in its role as SVCE’s Scheduling Coordinator for the Resources hereunder, shall schedule all of SVCE’s Transactions associated with the Resources which require scheduling with CAISO for SVCE subject to and in accordance with this Agreement.

2.3 Standard of Performance. TPS will perform the Services in a timely, good, workmanlike and commercially reasonable manner and in accordance with (i) the Governing Rules and Applicable Law, (ii) Prudent Industry Practice, (iii) instructions from SVCE, and (iv) the terms of this Agreement.

2.4 Exclusivity. For the Resources, subject to the terms and conditions of this Agreement, SVCE grants TPS the exclusive right during the Term to:
(a) act as SVCE’s provider of Services such that,
(i) the Resources designated in Exhibit A will be solely represented by TPS as Scheduling Coordinator;
(ii) SVCE will schedule all Products through and with TPS; and (iii) during the term of this Agreement, SVCE will not schedule Products related Ito the Resources directly with CAISO, or through any other Person except TPS, as long as there is no Force Majeure event or Event of Default that has occurred and is continuing with respect to TPS;
(b) serve as SVCE’s representative, limited to the purpose of representing SVCE as the Scheduling Coordinator for the Resources in communications with CAISO, as provided under Section 2 of the Base Agreement; and
(c) schedule the Products per SVCE’s instruction described in this Agreement; and (d) administer the purchase or sale of Products from the Resources into CAISO in accordance with the terms and conditions of this Agreement and the Governing Rules.

2.5 Reserved.

2.6 Reports. To the extent TPS is purchasing or selling Products from or pertaining to the Resources, in order to transact and settle such Products with CAISO pursuant to Section

2.2(a) of these General Terms and Conditions and upon SVCE’s request, TPS shall deliver a report to SVCE in a mutually agreed format, containing the provisions of such Transaction(s), including the type of Product and the quantity thereof that TPS has sold or purchased. The Parties agree that TPS’s provision of this report will be deemed to be a confirmation of Transactions entered into pursuant to Section 2.2(a) of these General Terms and Conditions.

2.7 Regulatory Reporting. TPS will reasonably assist SVCE in data collection for SVCE’s regulatory reporting obligations upon SVCE’s request. SVCE will be responsible for required state, federal or regional reports applicable to its licenses and business interests.

For clarification, nothing herein shall obligate TPS to prepare or submit any regulatory or Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
16 governmental reports for SVCE; provided, however, that TPS shall timely provide to SVCE all information in its possession that is reasonably requested by SVCE for SVCE’s regulatory or governmental reports. For clarification, TPS will provide SVCE with transaction details in its possession in a format readily usable by SVCE to submit its FERC Electric Quarterly Reports (“EQR”).

SECTION 3

OPERATIONAL ISSUES

3.1 Resource Information. To the extent applicable to the Resources, SVCE will provide or cause to be provided to TPS the following information:
(a) all CPUC, CAISO and/or EIM registration and system modeling information required for the provision of Services applicable to the Resources, including but not limited to information relating to the CAISO and/or EIM network model, as soon as reasonably practicable after the Effective Date; and (b) all relevant parameters, Real-Time data telemetry point map, Delivery Point(s), and Pricing Node(s), each as applicable to each Resource and as may be required by the Governing Rules, along with any other information about the Resources that SVCE reasonably believes would be helpful for TPS to know or that TPS reasonably requests in connection with the Services provided under this Agreement. TPS will provide assistance to SVCE to identify required information.

SVCE will use good faith efforts to, as soon as practicable, provide TPS with any and all applicable additions or changes to the above information required for the provision of Services. TPS may rely on the most recent information SVCE has supplied to TPS.

Resources may only be added to or removed from this Agreement through a written amendment of this Agreement executed by the Parties.

3.2 Daily Schedule of Sales Commitments and Products Availability. (a) If applicable, two hours prior to the deadline specified in the Governing Rules for Day-Ahead Market submissions on each Day, or sooner if practicable, SVCE will provide or cause to be provided to TPS a written schedule (the “Daily Schedule”) setting forth SVCE’s next Day’s hourly expected quantity of Products available from the Resources based on anticipated operational requirements and the level of SVCE’s participation in the CAISO market. The Daily Schedule will also describe the nature and expected duration of any scheduled or unscheduled limitations of each Resource, or any Resource maintenance requirements, that have not previously been communicated for the Day on which the Daily Schedule is received, or any succeeding Day.

(b) In addition to providing TPS with the Daily Schedule, throughout each operating Day, SVCE must provide or cause to be provided to TPS updates on SVCE’s ability to sell Products when and if such information changes materially from that information previously communicated to TPS by SVCE. These updates will be provided via a mutually agreed upon template sent electronically or over the phone or such other means as mutually agreed by the Parties. If updates occur over the phone, SVCE will make commercially reasonable efforts to send the template with the updated information as soon as is practicable, and TPS will make commercially reasonable efforts to submit the schedule.

Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
17 SECTION 4

INSURANCE

4.1 Insurance Requirements. Prior to commencement of this Agreement, TPS shall provide a “Certificate of Insurance” certifying that coverage as required herein has been obtained.

This verification of coverage shall be sent to SVCE.

4.2 Minimum Limits. Without limiting TPS’s duty to defend and indemnify, TPS shall maintain in effect throughout the term of this Agreement a policy or policies of insurance with the following minimum limits of liability:
(a) 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 $1,000,000 per occurrence, and $2,000,000 in the aggregate. Such requirement may be met through any combination of primary and excess policies.
(b) Business Automobile Liability Insurance, covering all motor vehicles, including owned, leased, non-owned, and hired vehicles, used in providing services under this Agreement, with a combined single limit for Bodily Injury and Property Damage of $1,000,000 per occurrence.
(c) Workers’ Compensation Insurance, if TPS employs others in the performance of this Agreement, in accordance with California Labor Code section 3700 and with Employer’s Liability limits of $1,000,000 each person, $1,000,000 each accident and $1,000,000 each disease.

4.3 Term of Insurance. 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 two (2) years following the date TPS completes its performance of services under this Agreement.

4.4 Additional Insureds. Commercial general liability and automobile liability policies shall include SVCE, its directors, board members, officers, agents, and employees as Additional Insureds with respect to liability arising out of TPS’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 SVCE and that the insurance of the Additional Insureds shall not be called upon to contribute to a loss covered by the TPS’s insurance.

SECTION 5

EQUIPMENT AND DATA TRANSMISSION

5.1 Data Transmission. The Parties agree that SVCE will send or cause to be sent telemetered data directly to CAISO and communicate required telemetered data from and to the Resources. SVCE shall continually transmit, or cause to be continually transmitted, operational Resource data to TPS on a Real-Time basis as required by the Governing Rules.

5.2 Communication Cost. SVCE shall provide TPS with access to all applicable CAISO communication systems available to SVCE, as necessary for TPS to provide SVCE with Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
18 Services described in this Agreement or as may be required by the Governing Rules.

SVCE shall reimburse TPS for all additional reasonable Third Party costs or expenses incurred by TPS for equipment or facilities located at SVCE’s site and/or directly and solely related to providing communications to the Resources or to adjust for changes in (i) CAISO or NERC communication criteria or standards, or (ii) communication technology implemented by SVCE during the Term to the extent TPS’s provision of additional equipment or facilities have been authorized by SVCE, all of which shall be passed through to SVCE as Pass Through Amounts under this Agreement. Prior to incurring any such Third Party costs subject to reimbursement by SVCE, TPS shall provide SVCE with an estimate of and explanation of the need for such costs and obtain SVCE’s approval for such costs, which shall not be unreasonably withheld. For such communication costs, TPS will invoice SVCE for such Pass Through Amounts in accordance with Section 7.1 of the General Terms and Conditions, providing SVCE with supporting details from TPS’s invoices from Third Party communications providers or vendors. Included in communications costs reimbursable by SVCE are any incremental costs applicable to CAISO WAN costs attributable to SVCE that are supported by cost documentation from CAISO.

SECTION 6

SETTLEMENTS AND PASS THROUGH AMOUNTS

6.1 CAISO Settlements; Pass Through Amounts. TPS will administer all settlement charges and payments with CAISO related to the scheduling of the Products in the CAISO markets and Third Parties, as applicable, and will invoice or credit (as applicable) SVCE in accordance with Section 7.1 of the General Terms and Conditions for such payments TPS made to or received from CAISO, or Third Parties for any Pass Through Amounts and settlement payments related to any other Transactions or Services to SVCE under this Agreement. Subject to the provisions of Section 7 of the General Terms and Conditions, the Parties understand that TPS will not charge or credit SVCE for such settlement charges and payments until TPS has been charged or credited for such payment. In addition, the Parties understand that when CAISO short pays or otherwise fails to pay TPS amounts related to the Resources or other Transactions, then TPS shall not be obligated to pay SVCE such unpaid amounts until TPS has received such unpaid amounts due from CAISO. When paid by CAISO or a Third Party, as applicable, TPS will credit any such payments received to SVCE on the next invoice delivered by TPS to SVCE pursuant to Section 7 of the General Terms and Conditions herein. For the avoidance of doubt, receipt of payments from CAISO by TPS shall include receipt of payment in the form of credit or offset against other payment obligations owed to CAISO (to the extent permitted under the CAISO Agreements). SVCE shall reimburse TPS for all Pass Through Amounts assessed by CAISO or Third Parties to the extent related to or apportionable to any Transactions or Services. SVCE shall pay its proportionate share of all Pass Through Amounts assessed against or credited to TPS by CAISO, a transmission or distribution company, or regulatory authority, as applicable, to SVCE. As used in the previous sentence, the term “proportionate” shall mean that SVCE shall pay all Pass Through Amounts directly allocable to the Resources, Transactions and Services. All Pass Through Amounts and CAISO settlement charges and payments shall be payment obligations of the applicable Party that shall be due and payable as provided in Section 7 of the General Terms and Conditions. These obligations shall survive the termination of this Agreement.

6.2 Allocation Shares. The Parties acknowledge that Central Coast Community Energy (“3CE”) and Silicon Valley Clean Energy are each entitled to a share of the Product from the Resources set forth in Exhibit A under the heading of Shared Resources and SVCE is solely entitled to the Product of the Resources set forth in Exhibit A under the heading Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
19 of SVCE Resources. In each invoice delivered pursuant to this Agreement, TPS shall (a) allocate the CAISO Settlements, Pass Through Amounts and applicable Service Fees to 3CE and SVCE in accordance with the percentages set forth in Exhibit A for Shared Resources, and (b) assign all CAISO Settlements, Pass Through Amounts and Services Fees to SVCE for SVCE Resources.

6.3 Reconciliation. TPS will reconcile all CAISO statements and Pass Through Amounts related to the Resources and Transactions. When TPS provides SVCE with each invoice, if SVCE disputes the accuracy of an invoice, it shall raise the dispute with reasonable notice to TPS prior to any deadline for contesting such settlement statements established in the Governing Rules, or otherwise SVCE shall be deemed to concur in the invoice’s accuracy. In the event SVCE has a question regarding a specific charge noted in any invoice, SVCE may review the specific information related to such charge in the applicable supporting statement; provided, however, the exercise of this right shall not extend the then-applicable period in which SVCE must challenge any invoice. If SVCE disputes the accuracy of any invoice relating to Pass Through Amounts, TPS agrees, upon SVCE’s election and at SVCE’s cost, to reasonably act on SVCE’s behalf in disputing Pass Through Amounts with CAISO or, if applicable, a Third Party, acting in accordance with the Governing Rules in pursuing such billing disputes, as applicable; provided, however, at any time in the dispute resolution process, TPS may cease such efforts to contest Pass Through Amounts in the event TPS determines in its commercially reasonable judgment that (i) such Pass Through Amounts are correct, (ii) such dispute resolution is unlikely to be successful in adjusting the disputed Pass Through Amounts, or (iii) the cost or effort to continue pursuit of the dispute resolution process is unacceptable to TPS. In such event, TPS will notify SVCE of TPS’s decision to abandon pursuit of the dispute resolution process in a reasonable time prior to abandoning the claim, and in the event an assignment of claims is permitted under the Governing Rules, TPS will assign the claim under dispute to SVCE to enable SVCE’s independent pursuit of the claim. SVCE will be solely responsible for verifying the accuracy of meter data that is used to calculate CAISO Settlements with CAISO. SVCE and TPS will cooperate to provide any supporting data relating to the dispute in sufficient time for TPS to provide such data to CAISO under applicable Governing Rules. If the dispute resolution data is not submitted on time, or the dispute resolution is adverse to SVCE, SVCE shall pay all Pass Through Amounts based upon the CAISO data. TPS shall not be responsible to SVCE for errors in meter data supplied by CAISO or any other source, if applicable, for use in settlement calculations.

The obligations in this Section 6.2 shall survive the expiration or earlier termination of this Agreement.

SECTION 7
BILLING; PAYMENT; CREDIT

7.1 Invoices. All Services hereunder and Transactions hereunder will be accounted for on the basis of the settlement procedures set by the Governing Rules. The accounting period for Services, Transactions, and CAISO settlements will be one (1) Month. TPS’s monthly invoices will detail the Services and quantity of Products and imbalance charges scheduled and settled for SVCE under this Agreement during the applicable billing Month together with any adjustments for prior Months’ Services, SVCE’s Transactions to account for revised settlement billing statements received from Third Parties and from CAISO (and any applicable Pass Through Amounts), which invoice shall contain such detail and substantiating documentation as SVCE may reasonably request. In the event a CAISO statement conflicts with SVCE’s or TPS’s records, the CAISO statement will govern subject to any dispute SVCE timely raises with TPS for submission to the CAISO regarding such statement; provided however that submission of a dispute will not relieve a Party of its payment obligation until the dispute is resolved and to the extent adjustments are made Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
20 to amounts owed. TPS’s invoice will show the amount that each Party owes (or is owed) pursuant to this Agreement. Invoices may be based upon estimated quantities, costs, and prices and adjusted by subsequent invoices once actual quantities, costs, and prices become known, pursuant to the Settlement Process.

7.2 Payment Date. A Party owing a Payment to the other Party, as set forth in the monthly invoices, shall make the payment on or before the tenth (10th) day after receipt of the monthly invoice (“Monthly Due Date”). In addition to the billing and payment process described in this Section 7, the Weekly Payment procedure set forth in Exhibit D will apply when the Resource is in a TPS SCID.

7.3 Late Payment. Amounts owed, but not paid on or before the Due Date will be payable with interest at the Interest Rate calculated daily from the Due Date until payment is received; provided, however, for payments from CAISO or a Governmental Authority, TPS will pass through to SVCE only such interest payments received from CAISO or the Governmental Authority for payments due SVCE.

7.4 Offset. In the event that SVCE and TPS are each required to pay an amount to the other in the same Month pursuant to this Agreement, then such amounts will be aggregated, and the Parties will discharge their obligations to pay through offset. In such an offset, the Party owing the greater aggregate amount will pay to the other Party the net difference between the amounts owed.

7.5 Billing Disputes. In the event SVCE, in good faith, disputes any TPS invoice, SVCE will provide TPS with written notice of the disputed amounts, together with a statement describing the particulars of the dispute, including the calculations with respect to any errors or inaccuracies, and any such amounts (other than Pass Through Amounts) so disputed shall not be required to be paid until resolution of the dispute. TPS agrees to work diligently with SVCE to clarify and/or correct any error or suspected errors on the invoices before the Due Date. Except to the extent that TPS agrees that any Pass Through Amount is not due, the Party owing any amount shall pay all amounts of Pass Through Amounts, assessed pursuant to Section 5.3 of the Base Agreement, even if disputed, set forth in the TPS invoice on or before the Due Date. If it is subsequently determined that SVCE has overpaid or underpaid amounts actually due, the Parties will make any necessary adjustments within ten (10) Days after determination of any overpayment or underpayment. Subject to Section 7.4 of the General Terms and Conditions, the Party in receipt of any overpayments shall refund such overpayments with interest accrued at the Interest Rate from the date payment was received. The obligations under this Section 7.5 will survive the expiration or earlier termination of this Agreement.

7.6 Credit Support.
(a) TPS Credit Support and Limits. SVCE’s obligation to utilize and continue TPS’s Services under this Agreement is conditioned upon TPS satisfying SVCE’s credit policies and requirements. If at any time during the Term SVCE incurs any Credit Exposure to TPS, SVCE may request, and upon receiving such request, TPS shall promptly cause to be delivered to SVCE, a guaranty duly executed by Tenaska Energy Holdings, LLC (“TEH”) and Tenaska Energy Inc. (“TEI” and together with TEH, the “Tenaska Guarantors”) in the amount of five million Dollars ($5,000,000 USD), in favor of SVCE in a form agreed to by the Parties (the “Tenaska Guaranty”), and TPS shall cause the Tenaska Guaranty to remain in full force and effect until TPS no longer has any remaining obligations under this Agreement. If at any time (i) TPS fails to maintain the Tenaska Guaranty in accordance with this Section, (ii) a Material Adverse Change has occurred with respect to the Tenaska Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
21 Guarantors, or (iii) the liability limit of the Tenaska Guaranty is less than SVCE’s Credit Exposure to TPS, SVCE shall have the right to request additional adequate Credit Support in an amount sufficient to secure SVCE’s Credit Exposure to TPS.

A failure by TPS to provide such additional adequate Credit Support pursuant to this Section 7.6(a) within three (3) Business Days of receiving a request hereunder will be an Event of Default pursuant to Section 11.1(a) of the General Terms and Conditions.
(b) SVCE Credit Support and Limits. TPS’s obligation to provide Services hereunder is conditioned upon SVCE’s compliance with TPS’s credit policies and requirements. SVCE shall provide TPS with adequate assurance of its creditworthiness prior to the Commencement Date, and shall provide adequate Credit Support throughout the Term to cover TPS’s Credit Exposure to SVCE.

Upon request, SVCE shall promptly provide quarterly, annual, and other financial data as reasonably requested to enable TPS to monitor SVCE’s ongoing creditworthiness. If at any time during the Term, TPS’ Credit Exposure to SVCE, less any Credit Support held by TPS, exceeds the SVCE Threshold, then TPS shall have the right to request additional adequate Credit Support in an amount sufficient to secure TPS’s Credit Exposure to SVCE above the SVCE Threshold.

A failure by SVCE to provide Credit Support pursuant to this Section 7.6(b) within three (3) Business Days of receiving a request hereunder will be an Event of Default pursuant to Section 11.1(a) of the General Terms and Conditions. Unless TPS has received Credit Support to cover its Credit Exposure to SVCE above the SVCE Threshold, TPS shall not be obligated to perform or receive, as the case may be, any Services or Transactions under this Agreement and may suspend performance until adequate Credit Support is provided.
(c) Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent either or both Parties deliver Credit Support hereunder, each Party (a “Pledgor”) hereby grants to the other Party (the “Secured Party”) a present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all cash collateral and cash equivalent collateral and any and all proceeds resulting therefrom or the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of, such Secured Party, and each Party agrees to take such action as the other Party reasonably requires in order to perfect the Secured Party’s first-priority security interest in, and lien on (and right of setoff against) such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon TPS’s receipt of settlement payments from CAISO, the settlement payments shall be deemed Credit Support posted by SVCE until disbursed to SVCE by TPS under Section 7.2 of the General Terms and Conditions. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default, the Non-Defaulting Party may do any one or more of the following: (i) exercise any of the rights and remedies of a Secured Party with respect to all Credit Support including any such rights and remedies under law then in effect; (ii) exercise its rights of setoff against any and all property of the Defaulting Party in the possession of the Non-Defaulting Party or its agent; (iii) draw on any outstanding letter of credit issued for its benefit; and (iv) liquidate all Credit Support then held by or for the benefit of the Secured Party free from any claim or right of any nature whatsoever of the Defaulting Party including any equity or right of purchase redemption by the Defaulting Party. The Secured Party shall apply the proceeds of the Credit Support realized upon the exercise of any such rights or remedies to reduce the Pledgor’s obligations under this Agreement (the Pledgor remaining liable for any amounts owing to the Secured Party after such application), subject to the Secured Party’s Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
22 obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

7.7 True-Up/Credit Provisions. The Parties understand and agree that CAISO issues, revises, and restates its settlement statements in accordance with the Governing Rules (the “Settlement Process”). To accommodate the Settlement Process, the Parties agree that either Party may raise a dispute with CAISO with respect to any statement or payment after other applicable deadlines for disputing such statement or payment have passed so long as such dispute is raised no later than ten (10) Days following the date of the relevant CAISO settlement statement. In each Month’s invoice to SVCE, TPS will include any revisions or corrections to prior Months’ invoices arising from CAISO’s Settlement Process. CAISO’s Settlement Process could result in SVCE owing additional payments to TPS or being owed payments by TPS. Upon receipt of each invoice and not later than the Due Date, SVCE shall pay TPS any amounts owed, and TPS shall pay SVCE any amounts owed, which arise from CAISO’s Settlement Process. No invoice rendered by TPS to SVCE under this Agreement shall be final until and unless CAISO has determined that no further restatement or resettlement of such Month shall occur and TPS has transmitted an invoice to SVCE for that Month reflecting any and all CAISO settlement statements applicable to that Month.
(a) Security After Termination. Upon termination of the Agreement, TPS will make a good faith estimate of any amounts by which CAISO may adjust prior settlement statements during the Settlement Process for Months of Service under this Agreement and will advise SVCE of such estimated amounts. The Party owed the greater aggregate amount, provided that such amount exceeds fifty thousand Dollars ($50,000), may demand reasonable security of performance, the Party estimated to owe the greater aggregate amount shall provide such Credit Support acceptable to the requesting Party in its reasonable discretion. TPS will continue to transmit settlement invoices to SVCE, as described herein. Upon receipt of each invoice and not later than the Weekly Due Date, SVCE shall pay TPS any amounts owed, and TPS shall pay SVCE any amounts owed, which arise from CAISO’s Settlement Process. Section 7.7 and 7.7(a) shall survive termination of the Agreement until the Settlement Process for months of Service under the Agreement is complete, invoices have been issued to SVCE, and payments between the Parties have been resolved.
(b) Statements received after termination of this Agreement. After the expiration or earlier termination of this Agreement, if TPS receives any statements from CAISO or Third Parties, whether adjustments or revisions, attributable to any Pass Through Amounts under this Agreement, TPS will invoice or pay SVCE accordingly. TPS will continue to send monthly invoices to SVCE reflecting any revisions, corrections, or adjustments to prior months’ statements from CAISO until TPS has transmitted invoices which reflect corrections for any month made by CAISO, applicable to SVCE for such month. For each invoice provided to SVCE after the expiration or earlier termination of the Agreement, SVCE shall pay TPS any amounts owed, and TPS shall pay SVCE any amounts owed, as the case may be, by the Due Date. This Section 7.7(b) shall survive the expiration or earlier termination of this Agreement until accounting and billing for Pass Through Amounts and Services for all months of Service under this Agreement are complete, invoices have been issued to SVCE, and payments between the Parties have been resolved.

7.8 Maintenance of Records; Audit.

Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
23 (a) TPS and SVCE shall each maintain in accordance with Prudent Industry Practice complete, accurate and up-to-date supporting records that are pertinent to the Services and payment obligations hereunder, including all Pass Through Amounts.

TPS shall ensure that such supporting books and records are distinguishable from TPS’s other Scheduling Coordinator activities. The Parties shall each retain such books and records for a minimum of four (4) years after the Term, or if longer, the relevant period required by Applicable Law or Governing Rules. (b) Each Party has the right, at its sole expense and during Business Hours and upon reasonable written notice to the other Party, to examine the records of the other Party as necessary to verify the accuracy of any invoice, charge, or computation made pursuant to this Agreement. If any such examination reveals any inaccuracy in any invoice, the necessary adjustments in such invoice and the payments thereof will be promptly made together with interest at the Interest Rate, if applicable, from the original date of payment; provided that no adjustment for any invoice or payment will be made unless objection to its accuracy thereof was made prior to the lapse of two (2) years from the date that the disputed invoice was delivered; and, provided further, no adjustment will be made to invoices or summaries related to CAISO settlement statements that CAISO has deemed final under the Governing Rules. Notwithstanding anything in this Agreement to the contrary, adjustments to any invoice may be made up to four (4) years from the date that the particular Transactions were completed to adjust for (i) corrections made by CAISO to prior CAISO statements. This paragraph of this Agreement survives the expiration or earlier termination of this Agreement for a period of four (4) years from the date of such expiration or earlier termination of this Agreement for the purpose of the right to examine records and such invoice and payment objections and corrections.

SECTION 8

GOVERNING RULES

8.1 Governing Rules. Both Parties agree to abide by all Applicable Laws and the Governing Rules. For purposes of determining responsibility and rights of the Parties at any given time, in addition to the terms and conditions of this Agreement, the Applicable Laws and Governing Rules which are in effect at the time of performance or non-performance of an action, subject to the continuation of any grandfathered provisions, will govern with respect to that action. In the event of a direct and irreconcilable conflict between Applicable Laws and the Governing Rules and the terms and conditions set forth in this Agreement, the Applicable Laws and Governing Rules will prevail.

8.2 Compliance Support. TPS shall use commercially reasonable efforts to assist SVCE in any audit of the Resources conducted or initiated by a regional reliability coordinator or NERC, including preparation of responses to NERC or regional reliability coordinator data requests related to NERC standards for which TPS has information useful to SVCE for the demonstration of compliance. In addition to the foregoing, if the regional reliability coordinator requests a NERC audit for a time period during which TPS served as SVCE’s Scheduling Coordinator, then upon SVCE’s request, with respect to such audits that call for production of records of Scheduling Coordinator-related communications with CAISO, TPS shall support SVCE with relevant information and assistance including assisting SVCE in responding to a NERC audit by providing SVCE with TPS’s pertinent documentation of TPS’s communications with CAISO or the applicable Resource. Nothing contained in this Agreement shall be construed to make TPS a “generation owner,” “generation operator,” or any similar entity, or to make TPS subject to any classification under applicable NERC rules as a result of TPS’s execution of this Agreement or TPS’s Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
24 performance of the Services or otherwise, and SVCE shall not register TPS or require TPS to register with NERC as a “generation owner” or “generation operator” with respect to the Resources.

8.3 Compliance with Laws. TPS and SVCE will at all times comply with all Applicable Laws and the Governing Rules. In the event that actions or omissions of one Party (“Responsible Party”) cause the other Party (“Affected Party”) to (a) be materially non-compliant with the Governing Rules or Applicable Laws affecting Scheduling Coordinators or the Resources, or (b) have assessed or brought against it any fines, penalties, reprimands, censures, sanctions, assessments, or other material adverse actions by CAISO, market monitor, or any other Governmental Authority (“Assessments”) (which, for the avoidance of doubt, will not include ordinary course settlement charges or penalties, such as imbalance penalties or charges, mismatched schedule charges, uninstructed deviation charges, or late fees), then, in addition to any other rights or remedies under this Agreement (including, without limitation, the right, if any, to indemnification against such Assessments), the Affected Party may exercise any or all of the following:
(i) give written notice to the Responsible Party setting forth the circumstances of non-compliance and, if practicable, demand that the Responsible Party cure such non-compliance; and (ii) demand that the Responsible Party use commercially reasonable efforts to cooperate in the Affected Party’s defense against such allegation or Assessment (provided the foregoing will not require the Affected Party to incur material expenses unless reimbursed by the Responsible Party nor take any position in any regulatory proceeding contrary to its interests or policies).

The Responsible Party will reimburse the Affected Party for any Assessments paid by the Affected Party; provided, however, that any payment required shall remain subject to the limitation of liability in Section 10.2 of the General Terms and Conditions.

8.4 TPS Affiliates. Notwithstanding any provision of this Agreement to the contrary, TPS shall in all cases remain obligated for the performance of the Services and its obligations under this Agreement regardless of whether such Services or obligations are performed by its Affiliates.

8.5 Operation of SVCE’s Resources. Notwithstanding anything in this Agreement to the contrary, SVCE retains and shall retain ultimate decision-making authority and control with respect to the Resources relating to the operation, maintenance and dispatch of the Resources and the sale of Products from or pertaining to the Resources. Accordingly, all control over and with respect to the dispatch, maintenance and operation of the Resources, the undertaking of any particular arrangement or Transaction, the ultimate decision-making authority hereunder, and the execution of any Transaction shall reside exclusively with SVCE. TPS shall have no dispatch control over the Resources during any period of the Term, whether in practice as a result of the performance or undertaking of the Services, or otherwise pursuant to the terms of this Agreement. SVCE’s operation, maintenance and dispatch of the Resources, shall be in accordance with Prudent Industry Practice and the Governing Rules, and comply with all applicable Permits.

8.6 Change in Laws or Regulations. In the event a change in Applicable Laws or the Governing Rules (a) materially impairs a Party’s ability to perform under this Agreement, or (b) in the case of TPS, authorizes the CPUC to assert any new or additional jurisdiction over Scheduling Coordinators, the adversely affected Party may notify the other Party of Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
25 the adverse effect and propose amendments to this Agreement to address the adverse effect of the change in Applicable Laws or Governing Rules. The Parties shall negotiate in good faith to amend this Agreement to restore the Parties to the relative benefits and obligations contemplated under this Agreement prior to the change in Applicable Laws or Governing Rules. If the Parties have not reached agreement on an amendment by the thirtieth (30th) Day after the effectiveness of the notice sent by the affected Party, then the affected Party may, upon written notice to the other Party, terminate this Agreement by designating a termination date that is no earlier than ninety (90) Days after the date of such written notice (“Permitted Termination”). Neither Party shall owe damages to the other Party in the event of a Permitted Termination; provided, that neither Party shall be relieved of any payment obligations accruing under this Agreement prior to the date of such termination or that by their nature survive such termination. Upon a Permitted Termination, TPS will reasonably cooperate with SVCE to transition the Resources and the Scheduling Coordinator Services to a replacement Scheduling Coordinator in accordance with Section 6(b) of the Base Agreement.

SECTION 9
TAXES

9.1 Taxes. The seller or distributor of a Product will pay or cause to be paid all taxes imposed by any Governmental Authority on, or with respect to, a Product or a Transaction arising prior to the Delivery Point, and the buyer of a Product shall pay, or cause to be paid, all taxes imposed by any Governmental Authority on, or with respect to, a Product or a Transaction arising at or after the Delivery Point. In no event shall SVCE have any liability for taxes owed by TPS for performance under this Agreement.

Each Party must provide a state sales tax exemption form and a federal W-9 form to the other Party upon request. The Party failing to provide a sales tax exemption form will be liable for any state sales tax assessments on Transactions.

Each Party agrees to cooperate with the other Party in the event a state, municipality, or other relevant Governmental Authority ever audits or challenges a Party’s compliance with the rules and regulations governing the payment of taxes related to a Product or Transaction under this Agreement. Furthermore, each Party agrees to indemnify the other Party for any taxes, penalties, late fees, or other charges a Party is required to pay a taxing authority for uncollected and owed taxes which were the responsibility of the other Party under this Agreement, or which arose due to (i) a Party’s failure to provide appropriate exemption certification or (ii) a Party’s misrepresentation of any tax status. This provision shall survive the expiration or earlier termination of this Agreement and shall stay in full force and effect for five (5) years following the expiration or earlier termination of this Agreement.

SECTION 10

INDEMNITIES, LIABILITIES AND WARRANTY DISCLAIMER

10.1 INDEMNITIES. SUBJECT TO THE LIABILITY LIMITATIONS SET FORTH IN SECTION

10.2 BELOW, EACH PARTY UNDERSTANDS AND AGREES THAT IT SHALL DEFEND, RELEASE, INDEMNIFY, AND HOLD THE OTHER PARTY (INCLUDING SUCH PARTY’S

OWNERS, AFFILIATES, AND REPRESENTATIVES) HARMLESS FROM (I) ALL THIRD

PARTY LIABILITIES, COSTS, CLAIMS, LOSSES, OR CAUSES OF ACTION ARISING

FROM PERSONAL INJURY, PROPERTY LOSS, PROPERTY DAMAGE, OR DEATH,

HOWEVER CAUSED, AND RELATED TO ANY EVENT, CIRCUMSTANCE, ACT OR

INCIDENT FIRST OCCURRING OR EXISTING DURING THE PERIOD OF TIME WHEN

CONTROL AND TITLE TO ANY PRODUCT IS VESTED IN SUCH INDEMNIFYING Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
26 PARTY, OR (II) ANY OTHER THIRD PARTY LIABILITIES, COSTS, CLAIMS, LOSSES,

OR CAUSES OF ACTION TO THE EXTENT CAUSED BY SUCH INDEMNIFYING PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

10.2 LIMITATION OF LIABILITY. EXCEPT FOR INDEMNITIES PROVIDED IN SECTION 10.1

HEREOF, THE LIABILITY OF EACH PARTY TO THE OTHER PARTY FOR ANY CLAIM

OR CAUSE OF ACTION RELATED TO THIS AGREEMENT SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES ONLY AND ALL OTHER DAMAGES ARE WAIVED. IN

NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY

CONSEQUENTIAL, INDIRECT, PUNITIVE, LOST PROFIT, LOST OPPORTUNITY,

BUSINESS INTERRUPTION, OR EXEMPLARY DAMAGES FOR ANY CLAIM OR

CAUSE OF ACTION RELATED TO THIS AGREEMENT, WHETHER ARISING FROM

BREACH OF CONTRACT OR WARRANTY, INDEMNITY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTE, OR OTHERWISE. MOREOVER,

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,

EXCLUDING ANY LIABILITY FOR PAYMENTS OR CREDITS DUE TO SVCE UNDER

THE BASE AGREEMENT, UNLESS THE CLAIMS OR OBLIGATIONS ARE CAUSED BY TPS’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, FOR ANY THREE (3)

MONTH PERIOD OF SERVICES, THE LIABILITY OF TPS TO SVCE FOR ANY

OBLIGATIONS OR CLAIMS UNDER THIS AGREEMENT (INCLUDING INDEMNITIES)

SHALL BE LIMITED TO A MAXIMUM OF THE SERVICE FEES RECEIVED BY TPS FROM SVCE (I) WITH RESPECT TO THE THREE (3) MONTHS OF THE TERM, FOR

THE MONTHS PRECEDING THE MONTH IN WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED, AND THEREAFTER (II) FOR THE THREE (3) MONTHS

IMMEDIATELY PRECEDING THE MONTH IN WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED (THE “DAMAGES CAP”); PROVIDED, HOWEVER, ONCE

ANY PORTION OF THE DAMAGES CAP HAS BEEN PAID OUT BY TPS IN

SATISFACTION OF A CLAIM, SUCH PORTION THAT HAS BEEN PAID OUT SHALL BE

DEDUCTED FROM THE DAMAGES CAP OTHERWISE AVAILABLE TO SATISFY ANY SUBSEQUENT CLAIM(S) ARISING DURING SUCH PERIOD. FOR THE AVOIDANCE OF DOUBT, OTHER THAN WITH RESPECT TO TPS’S PAYMENT OBLIGATIONS

EXPRESSLY EXCLUDED FROM THE LIMITATION OF LIABILITY ABOVE, TPS WILL

NOT BE OBLIGATED TO PAY OUT IN THE AGGREGATE FOR CLAIMS IN ANY CONSECUTIVE THREE (3) MONTH PERIOD MORE THAN THE SERVICE FEES TPS HAS RECEIVED FROM SVCE FOR SUCH THREE (3) MONTH PERIOD.

10.3 WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND SVCE’S USE OF THE SERVICES IS AT ITS OWN RISK. TPS DOES NOT MAKE, AND

HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES

INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS

FOR A PARTICULAR PURPOSE, AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TPS DOES NOT

WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR

COMPLETELY SECURE, OR THAT THE PROVISION OF SERVICES WILL ALWAYS BE EXECUTED WITHOUT HUMAN ERRORS OR OMISSIONS.

10.4 ADDITIONAL INDEMNITIES. AN INDEMNIFYING PARTY’S INDEMNITY

OBLIGATIONS, AND ANY WAIVERS AND RELEASES OF CLAIMS IN THIS

AGREEMENT WILL EXTEND TO THE INDEMNIFIED PARTY, ITS AFFILIATED

COMPANIES, INCLUDING ANY ENTITY CONTROLLING, UNDER THE CONTROL OF,

OR UNDER COMMON CONTROL WITH SUCH PARTY, AND TO THE RESPECTIVE

OFFICERS, DIRECTORS, EMPLOYEES, OWNERS, SHAREHOLDERS AND INSURERS OF EACH THEREOF.

Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
27 10.5 Survival. The provisions of this Section 10 shall survive the expiration or earlier termination of this Agreement.

SECTION 11

DEFAULTS AND REMEDIES

11.1 Events of Default. A Party will be in default under this Agreement upon the occurrence of any one or more of the following events (each an “Event of Default”):
(a) the failure by a Party to make a timely payment of any amounts due or provide required Credit Support to the other Party under this Agreement; (b) the failure by a Party to perform its material obligations under this Agreement which failure is not excused by the terms of this Agreement;
(c) the breach of any representation or warranty of such Party that results in a material adverse impact on the other Party;
(d) the appointment (voluntary or involuntary) of a receiver or liquidator or trustee of such Party or of any of the property of such Party by order of a court of competent jurisdiction;
(e) the filing of a petition or consent seeking relief or assisting in seeking relief in a proceeding under any of the provisions of federal or state bankruptcy or insolvency laws, as any such laws now exist or as those laws may be amended, or the filing of an answer admitting the material allegations of a petition filed against it in such proceeding; the general assignment by a Party for the benefit of its creditors; or the admission by a Party in writing of its inability to pay its debts generally as they become due; and/or
(f) the commission of a fraudulent act or omission by a Party in the performance of its obligations hereunder.

11.2 Rights of Non-Defaulting Party. If an Event of Default shall have occurred and be continuing with respect to a Party (the “Defaulting Party”), the Party not subject to an Event of Default (the “Non-Defaulting Party”) shall have the right to take any one or more of the following actions:
(a) upon the occurrence of an Event of Default as specified in Sections 11.1(a),

11.1(b), 11.1(d), 11.1(e), or 11.1(f), to suspend performance immediately and without notice;
(b) upon the occurrence of an Event of Default as specified in Section 11.1(c), upon three (3) Business Days’ notice, to suspend performance of any obligation which, if performance continued, would expose the Non-Defaulting Party to material risks or material unrecovered costs;
(c) upon the occurrence of an Event of Default as specified under Sections 11.1(a),

11.1(b), or 11.1(f), to terminate this Agreement by giving the Defaulting Party written notice setting forth a description of the Event of Default and designating a termination date, provided that the Defaulting Party shall have three (3) Business Days after the date of such notice in which to cure the Event of Default; Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
28 (d) upon the occurrence of an Event of Default as specified under Section 11.1(c), to terminate this Agreement by giving the Defaulting Party written notice setting forth a description of the Event of Default and designating a termination date, provided that the Defaulting Party shall have fifteen (15) Days after the date of such notice in which to cure the Event of Default;
(e) upon the occurrence of an Event of Default as specified in Sections 11.1(d), or

11.1(e), to terminate this Agreement immediately and without notice; (f) to pursue collection of direct, actual damages and seek any other remedy at law or in equity (except to the extent limited by, or waived under, this Agreement); (g) to pursue collection of reasonable attorney's fees and costs if any action is brought to enforce any term or provision of this Agreement or collect amounts due (whether at the trial court level or any appeal there from); and/or (h) to pursue any other remedy provided under this Agreement.

11.3 Acceleration of Amounts Due. If a termination of this Agreement occurs pursuant to this Section 11, the Non-Defaulting Party may accelerate all amounts owing between the Parties, offset amounts owed by the Defaulting Party against amounts due the Defaulting Party and against any Credit Support held between the Parties, and liquidate and terminate all Services, Transactions and/or scheduled quantities of Products where commercially reasonable to do so. To the extent applicable, where scheduled Transactions or scheduled quantities cannot be liquidated or terminated in a commercially reasonable manner, then this Agreement will continue in force as to those scheduled Transactions and scheduled quantities for the duration of the contractual commitment to Third Parties.

SECTION 12

NOTICES

12.1 Notices. Unless otherwise provided in this Agreement, any notices given under this Agreement must be in writing and personally delivered or sent by mail or email to such Persons or locations designated on Exhibit B and shall be deemed given and effective when delivered by hand or upon:
(a) three (3) Business Days after such notice is deposited in the United States mail with postage prepaid for transmittal by registered or certified mail, return receipt requested;
(b) one (1) Business Day after such notice is placed in the hands of a recognized commercial mail or courier service for overnight delivery; or (c) the Business Day on the date such notice was sent by email with confirmation of receipt of such email by confirmed email transmission, provided that such receipt occurred during Business Hours of such Business Day. For email transmissions received after such Business Hours of such Business Day at the receiving location, notice shall be deemed effective upon the opening of Business Hours of the next Business Day.

Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
29 SECTION 13

FORCE MAJEURE

13.1 Force Majeure. Subject to Section 13.2 of the General Terms and Conditions, neither Party will be considered to be in default in the performance of any obligations under this Agreement (other than the obligation to make a payment of amounts owed) to the extent and for the duration that such failure of performance results from Force Majeure. The term “Force Majeure” means causes that are beyond the reasonable control of the Party affected which, by exercise of due diligence, such Party could not reasonably have been expected to avoid and which, by exercise of due diligence, it has been unable to overcome and not the result of the fault or negligence of such Party including, but not limited to: flood, earthquake, tornado, hurricane, storm, or fire; acts of terrorism; civil disobedience, strikes, or other labor dispute; labor or material shortage; sabotage; pandemic, epidemic or other public health emergency; restraint, order, rule, or regulation of any court, governmental body, or public authority, including CAISO (whether valid or invalid).

13.2 Due Diligence. No Party, however, shall be relieved of liability for failure of performance hereunder based on Force Majeure if such failure is due to causes arising out of its own negligence or due to removable or remediable causes which it fails to remove or remedy within a reasonable time period. A Party claiming Force Majeure must exercise due diligence to overcome the Force Majeure event. Either Party rendered unable to fulfill any of its obligations under this Agreement by reason of Force Majeure shall give prompt written notice of such fact to the other Party and shall exercise due diligence to remove such inability with all reasonable dispatch.

13.3 Obligations During Force Majeure. Notwithstanding any other provisions as stated in Section 13, an event of Force Majeure does not relieve a Party of any of its obligations under the Governing Rules and this Agreement that the Party can reasonably perform during a Force Majeure event, and does not excuse a Party of its obligations to make payments for obligations arising prior to the Force Majeure event, or of any payment obligations for its non-performance arising pursuant to the Governing Rules and this Agreement.

SECTION 14

CONFIDENTIALITY

14.1 Confidentiality.
(a) Subject to the remaining provisions of this Section 14.1, each Party agrees, for itself, its Affiliates, and its Representatives, to keep confidential this Agreement, all negotiations concerning this Agreement, and all other information furnished by either Party related to schedules, Services, credit and financial obligations, and Transactions under this Agreement ("Confidential Information"); provided, however, such confidentiality obligation will expire three (3) years immediately following the expiration or earlier termination of this Agreement. (b) The receiving Party, its Affiliates, and its Representatives shall not disclose any Confidential Information to any Third Party without the prior written consent of the disclosing Party unless requested or required by a Governmental Authority or self-regulatory organization or as permitted in accordance hereof, except that a Party may disclose Confidential Information to any Affiliate, Representative, current or future financing sources, insurer, auditor, or potential purchaser of or investor in a Party and its parent or Affiliates (and its and their Representatives who need to Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
30 know such information) who agree to keep such Confidential Information confidential on terms no less restrictive, as a whole, than those set forth in this Section 14.1, without such prior written consent. Except with regard to disclosures permitted by this Section 14.1, the disclosing Party shall require such Third Party to agree in writing to treat the Confidential Information in accordance with this Agreement. Each Party shall be responsible for the compliance by its Affiliates and Representatives with this Section 14.1 of the General Terms and Conditions. (c) In the event any Party is requested or required to disclose such Confidential Information pursuant to Applicable Law including, but not limited to a request for disclosure under the California Public Records Act (California Government Code Section 6250, et seq.) or by a court, agency, or other governing body having or purporting to have jurisdiction over the Party, to the extent permitted by Applicable Law, such Party must notify the other Party prior to any disclosure so as to allow the other Party to seek appropriate protection from disclosure. (d) The Parties agree that disclosure of Confidential Information in breach of the confidentiality provisions of this Agreement constitutes an irreparable injury and that injunctive relief is an appropriate remedy to prevent the unwarranted disclosure of any Confidential Information.
(e) The confidentiality provisions of this Agreement will not apply to any Confidential Information (i) the receiving Party developed independently without using the Confidential Information, (ii) that was in the public domain at the time of its disclosure hereunder, (iii) which passes into the public domain by acts other than the acts of or caused by the Party receiving said Confidential Information, or (iv) is disclosed to the receiving Party by a Third Party, provided that the receiving Party does not know (or has no reasonable basis to know) that the information was received or disclosed unlawfully.

SECTION 15

REPRESENTATIONS AND WARRANTIES

15.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party at all times during the Term that:
(a) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction under which it is organized and is authorized to do business in the State of California;
(b) it has the full power and authority to enter into this Agreement and perform all of its specified obligations, representations, warranties, and covenants under this Agreement;
(c) it is not bankrupt, does not contemplate becoming bankrupt nor, to its knowledge, will become bankrupt;
(d) (i) the execution, delivery, and performance of this Agreement have been duly authorized by all requisite action of its governing body and does not and will not conflict with any provision of its organizational documents, any Applicable Law or any material agreement or instrument to which it is a party or by which it or a material portion of its property or assets may be bound or effected, and (ii) the Person signing this Agreement on its behalf was duly authorized to execute and deliver this Agreement on its behalf;
Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
31 (e) it has obtained, or will obtain prior to the Commencement Date, all required licenses, registrations, certifications, Permits, and other authorizations; and has taken, or will take prior to the Commencement Date, all actions required by Applicable Laws, the Governing Rules or governmental regulations with the exception of licenses, registrations, certifications, Permits, or other authorizations that do not materially affect its performance under this Agreement; (f) it is not in violation of any contracts, laws, ordinances, or governmental rules, regulations, or orders of any Governmental Authority or arbitration board materially affecting performance of this Agreement and to which it is subject; (g) it is solely responsible for keeping itself informed of and understanding its respective responsibilities under the Governing Rules and any laws, rules, regulations, and tariffs approved by any Governmental Authority with jurisdiction over the matters specified in this Agreement; and
(h) it is not registered as a commodity trading advisor under the U.S. Commodity Exchange Act and is not holding itself out as in the business of advising others as to the value or advisability of trading swaps, options, futures or cash settled forwards or any other commodity transaction. Any oral or written communications by TPS with respect to this Agreement are not intended to be commodity trading advice.

15.2 Additional SVCE Representations and Warranties. SVCE represents and warrants that SVCE will work in good faith with TPS to make, prior to the Commencement Date, all required registrations with, and receive all required certifications and approvals from, the CPUC and all required registrations with, and receive any necessary qualifications from, CAISO to perform this Agreement.

15.3 Additional TPS Representations and Warranties. TPS represents and warrants that (i) TPS is certified as a Scheduling Coordinator with CAISO and, prior to the Commencement Date and during the Term, will be authorized by CAISO to represent the Resources, communicate, schedule, and settle Transactions with CAISO and (ii) TPS has made or will make prior to the Commencement Date all other required registrations with, and received all other required certifications and approvals from, the CPUC, and has made all other required registrations with, and received any other necessary qualifications from, CAISO to perform under this Agreement.

SECTION 16

MISCELLANEOUS

16.1 Disclaimer. This Agreement does not constitute, create, give effect to, or otherwise recognize or imply the existence of a joint venture, pooling arrangement association, partnership, or other formal or informal business organization of any kind among the Parties, and the rights and obligations of the Parties with respect to this Agreement shall be limited to those set forth in this Agreement.

16.2 Assignment. Neither Party will assign this Agreement or its performance or rights arising under or related to this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld, conditioned or delayed; provided, however, either Party may, without the consent of the other Party (and without relieving itself from liability hereunder), (i) transfer or assign this Agreement to any Person or entity succeeding to all or substantially all of the assets of such Party that has a credit rating of Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
32 BBB- or better from Standard & Poor’s Financial Services, LLC (a subsidiary of S&P Global Inc.) or a Credit Rating of Baa3 or better from Moody’s Investors Services, Inc., if any, or (ii) to a Person who succeeds to the interests of the assigning Party by merger, consolidation, or operation of law; provided, in each such case, any such assignee shall agree in writing to be bound by the terms and conditions hereof and so long as the transferring Party delivers such tax and enforceability assurance as the non-transferring Party may reasonably request and, in the case of TPS, the assignee possesses all licenses and expertise (including Scheduling Coordinator status) necessary to perform all obligations of TPS under this Agreement. Any purported assignment in contraventions of this Section will be null and void and the non-assigning Party is not obligated to recognize the purported assignment of this Agreement. This Agreement will be binding on, and inure to the benefit of any permitted, assigned, or successor of the assigning Party.

16.3 Governing Law; Jury Trial Waiver; Expenses. This Agreement and all matter and claims arising under or relating to this Agreement is governed by and construed in accordance with the laws of the State of California without regard to conflicts of laws principles. With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each Party irrevocably submits to the exclusive jurisdiction of the courts of the State of California and the United States District Courts located therein, and waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. EACH PARTY WAIVES, TO THE

FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO

A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, CLAIM OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY CREDIT SUPPORT DOCUMENT. EACH

PARTY ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED

TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. IF EITHER PARTY BRINGS ANY

LEGAL ACTION TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR SEEKS

ENFORCEMENT UNDER THE TERMS OF ANY CREDIT SUPPORT PROVIDED BY

THE OTHER PARTY, THE PREVAILING PARTY SHALL BE ENTITLED TO REIMBURSEMENT FROM THE OTHER PARTY OF REASONABLE ATTORNEYS’

FEES AND LITIGATION COSTS AND EXPENSES, INCLUDING WITNESS FEES OF

ANY KIND, IN AN AMOUNT TO BE DETERMINED BY THE APPLICABLE COURT OR BY AGREEMENT OF THE PARTIES.

16.4 Counterparts. This Agreement may be executed in multiple counterparts, including PDF documents exchanged by electronic mail, each one of which will be considered an original Agreement, but all of which together will constitute one and the same instrument.

16.5 Waiver. No waiver by any Party, either express or implied, of any one or more defaults by the other in the performance of any provisions of this Agreement will operate or be construed as a waiver of any other default or defaults, whether of a like or a different character. The rights and remedies of the Parties are cumulative and not alternative.

Neither any failure nor any delay by any Party in exercising any right, power or privilege hereunder will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. Failure by a Party to enforce any of the terms, covenants, conditions or other provisions of this Agreement at any time will not in any way affect, limit, modify or waive that Party’s right thereafter to enforce strict compliance with every term, covenant or condition of this Agreement, notwithstanding any course of dealing or custom of the trade.

Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
33 16.6 Entire Agreement; Amendment. This Agreement contains the entire understanding and agreement between the Parties with respect to the subject matter of this Agreement and supersedes all previous communications, negotiations and agreements, whether oral or written, between the Parties with respect to such subject matter. No alteration of or amendment to this Agreement will be effective unless in writing and signed by an authorized representative of each Party.

16.7 Severability. Any provision, article, or section declared or rendered unlawful by a court of law or regulatory agency with jurisdiction over the Parties, or deemed unlawful because of a statutory change, will not otherwise affect the other lawful obligations that arise under this Agreement. In the event any provision of this Agreement is declared invalid, the Parties will promptly negotiate to restore this Agreement as near as possible to its original intent.

16.8 Headings. The section headings of this Agreement are for convenience of reference only, and do not form a part of this Agreement, and do not in any manner modify, interpret, or construe the intent or agreement of the Parties.

16.9 Exclusion of Third Party Rights. The provisions of this Agreement will not impart rights enforceable by any Person or entity not a Party or bound as a Party hereto unless such Person or entity is a permitted successor or assignee of a Party bound by this Agreement, and the Parties do not intend to create any Third Party beneficiary under this Agreement, except to the extent (i) security interests in this Agreement have been granted to a Party’s lenders, and (ii) certain rights to raise contractual rights and/or defenses under this Agreement have been extended to a Party’s guarantor under any guaranty provided as Credit Support hereunder.

16.10 Recordings. Each Party consents to the recording and retention of any telephone conversations, e-mail or electronic message between the Parties (“Recording”), and each Party will obtain any required consents to such Recordings from such Party’s affected personnel, contractors, or agents. Subject to other applicable rules of evidence, such as the rule of relevance, the contents of such Recording transmitted between the Parties concerning this Agreement, may be utilized to determine the intent of the Parties in any dispute arising under this Agreement, and such Recording will be deemed a written business record of any information, confirmation, consent, bid, authorization, instruction, notice, or Transaction under this Agreement, which may be submitted in evidence in any proceeding or action related to this Agreement. Each Party waives objection to the admission in court of such Recording based on the “Best Evidence Rule” or other legal principles. Such Recording will be the controlling evidence of the Parties’ agreement with respect to any particular information, confirmation, consent, notice, or Transaction in the event a written confirmation of that information, confirmation, consent, notice, or Transaction is not fully executed or accepted by both Parties. A written confirmation executed by both Parties will prevail over a Recording of a Transaction. Each Party waives any further notice of monitoring or recording and agrees to notify its officers and employees and obtain any required consent to any such monitoring or recording.

16.11 No Recourse to Members of SVCE. SVCE is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) pursuant to its Joint Powers Agreement and is a public entity separate from its constituent members. SVCE shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Seller shall have no rights and shall not make any claims, take any actions or assert any remedies against any Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
34 of SVCE’s constituent members, or the employees, directors, officers, consultants or advisors or SVCE or its constituent members, in connection with this Agreement.

16.12 Imaged Agreement. Any original executed Agreement, confirmation or other related document may be photocopied and stored on computer tapes and disks (the “Imaged Agreement”). The Imaged Agreement, if introduced as evidence on paper, the confirmation if introduced as evidence in automated facsimile form, the Recording, if introduced as evidence in its original form and as transcribed onto paper, and all computer records of the foregoing, if introduced as evidence in printed format, in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the Parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither Party will object to the admissibility of the Recording, the confirmation or the Imaged Agreement (or photocopies of the transcription of the Recording, the confirmation or the Imaged Agreement) on the basis that such were not originated or maintained in documentary form under the hearsay rule, the best evidence rule or other rule of evidence.

16.13 Joint Preparation of Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.

16.14 No Fiduciary Duty. Both Parties recognize the commercial nature of this Agreement and neither Party will owe any essential fiduciary duty to the other Party or any Third Party with respect to the performance of any of its obligations hereunder. The Parties hereby waive, to the fullest extent permitted by Applicable Law, any and all fiduciary duties that, absent such waiver, may be implied by law, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another are only as expressly set forth in this Agreement. SVCE acknowledges and agrees that this Agreement shall not preclude TPS from providing services or making sales of a like nature to any other Person, either currently or in the future. TPS may, notwithstanding this Agreement, engage in whatever activities it may choose, including, without limitation, providing the same or similar sales or services in the same geographic region (or other competing activities) for its own account (or for the account of others). Neither this Agreement nor any activity undertaken related to this Agreement will prevent TPS from engaging in such activities or require TPS to disclose the same.

16.15 Survival of Contract Terms. In addition to Sections of this Agreement which specifically state that they shall survive the expiration or earlier termination of this Agreement, the Parties also agree that these General Terms and Conditions shall survive the expiration or earlier termination of this Agreement as and to the extent necessary to give proper effect to the intent of the Parties with respect to their respective rights and obligations arising prior to the termination of this Agreement.

16.16 No Public Utility Designation. Each Party agrees that it shall not claim in any bankruptcy proceeding related to such Party that the other Party is serving as a public utility for such Party by selling Energy or providing Services under this Agreement.

16.17 Non-Discrimination. During the performance of this Agreement, neither Party, or their Representatives, shall 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 SVCE or Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
35 TPS’s employment practices or in the furnishing of services to recipients. Both Parties shall ensure that the evaluation and treatment of their employees and applicants for employment and all persons receiving and requesting services are free of such discrimination. Both Parties and their Representatives shall, in the performance of this Agreement, fully comply with all Applicable Laws 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.

Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
Exhibit A - 1

EXHIBIT A

RESOURCE INFORMATION
A. SVCE’s Resources That Will Require Scheduling
Resource #1
Resource Name: Slate Solar Photovoltaic + BESS
Location: King County, California
Number of CAISO Resource IDs: 1
CAISO Resource ID: SLATE_2_SLASR2
Unit SCID: To be determined
Portion of total CAISO Net Qualifying
Capacity of Resource:
100%
Resource Type: Solar Photovoltaic coupled with BESS in a hybrid configuration
Capacity: 93 MW solar, 46 MW BESS
Delivery Point: At resource’s P-node
Facility PNode: SLATE_7_N002
Transmission Owner: Pacific Gas & Electric Company
PPA Term (Years) 17 years
Fixed Monthly Fee: $6,000
Resource #2
Resource Name: Rabbitbrush Solar Photovoltaic + BESS
Location: Kern County, California
Number of CAISO Resource IDs: 1
CAISO Resource ID: RATSKE_2_RBSSB2
Unit SCID: To be determined
Portion of total CAISO Net Qualifying
Capacity of Resource:
100%
Resource Type: Solar Photovoltaic coupled with BESS in a hybrid configuration
Capacity: 40 MW solar, 8 MW BESS
Delivery Point: At resource’s P-node
Facility PNode: RATTLSNK_7_RB2N002
Transmission Owner: Southern California Edison Company
PPA Term (Years) 15 years
Fixed Monthly Fee: $6,000
B. Shared Resources (with Central Coast Community Energy “3CE”) That Will Require Scheduling:

Resource #3
Resource Name: Victory Pass Solar Photovoltaic + BESS
Location: Riverside County, California
Number of CAISO Resource IDs: 2
CAISO Resource ID: VICPAS_2_VPSBT1 (BESS)
VICPAS_2_VPSSR1 (Solar)
Unit SCID: To be determined
Portion of total CAISO Net Qualifying
Capacity of Resource:
100% of 200 MW solar and 100% of 50 MW
BESS
Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
Exhibit A - 1
Resource Type: Solar Photovoltaic coupled with BESS in a co-located configuration Capacity: 100 MW solar, 25 MW BESS
Delivery Point: At resource’s P-node
Facility PNode: VPASS_7_NBT1 (BESS)
VPASS_7_NSR1 (Solar)
Transmission Owner: Southern California Edison Company
PPA Term (Years): 15 years
Fixed Monthly Fee: $3,000 ($6,000, shared 50%/50% between 3CE and SVCE)
3CE's Percentage Share of Resource: 50%
SVCE’s Percentage Share of Resource: 50%
C. SVCE’s Resources That Will Not Require Scheduling, But will Require Monitoring Resource #4
Resource Name: Coso Geothermal
Location: Inyo County, California
Number of CAISO Resource IDs: 3
CAISO Resource ID: BLM_2_UNITS, CALGEN_1_UNITS,
NAVYII_2_UNITS
Unit SCID:

Portion of total CAISO Net Qualifying
Capacity of Resource:
100%
Resource Type: Geothermal
Capacity: 44.4 MW (degrades by year, step down to about

29.6 MW/yr in 2027)
Delivery Point: Any or all of the following PNodes (CAISO Pnodes: POD_CALGEN_1_UNITS- APND;
POD_NAVYII_2_UNITS-APND;
POD_BLM_2_UNITS-APND), allocated in
accordance with ordinary business practices
which generally means Seller shall use
commercially reasonable efforts to allocate the
Delivered Energy in the same proportion to how
the Facility Energy is allocated among the
PNodes; provided, nothing herein shall prevent
Seller from reallocating Delivered Energy in light
of actual operating conditions as they occur.

Facility PNode: See “Delivery Point”
Transmission Owner: Southern California Edison Company
PPA Term (Years) 15 years
Fixed Monthly Fee: $1,200 ($3,000, shared at 60% 3CE and 40% SVCE)
D. Shared Resources (with Central Coast Community Energy “3CE”) That Will Not Require Scheduling, But Will Require Monitoring
Resource #5
Resource Name: Yellow Pine Solar Photovoltaic + BESS
Location: Clark County, Nevada
Number of CAISO Resource IDs: 2
CAISO Resource ID: YELPIN_2_YP2BT1 (BESS)
Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
Exhibit A - 1
YELPIN_2_YP2SR1 (Solar)
Unit SCID: YPSS
Portion of total CAISO Net Qualifying
Capacity of Resource:
100% of 125 MW solar and 100% of 65 MW
BESS
Resource Type: Solar Photovoltaic coupled with BESS in a co-located configuration Capacity: 50 MW solar, 26 MW BESS
Delivery Point: At resource’s P-node
Facility PNode: YELWPN1_7_N002 (BESS)
YELWPN1_7_N001 (Solar)
Transmission Owner: GridLiance
PPA Term (Years): 20 years
Fixed Monthly Fee: $1,200 ($3,000, shared at 60% 3CE and 40% SVCE)
3CE's Percentage Share of Resource: 60%
SVCE’s Percentage Share of Resource: 40%
Resource #6
Resource Name: Ormat’s Mammoth Casa Diablo IV
Geothermal Project
Location: Mono County, California
Number of CAISO Resource IDs: 1
CAISO Resource ID: CASADB_1_CD4GT1
Unit SCID: TS22
Portion of total CAISO Net Qualifying
Capacity of Resource:

Approximately 35% (14 MW) of Resource’s total
capacity of 40 MW
Resource Type: Geothermal
Capacity: 7 MW
Delivery Point: At resource’s P-node
Facility PNode: CSADIAB_7_N001
Transmission Owner: Southern California Edison
PPA Term (Years): 10 years
Fixed Monthly Fee: $1,500 ($3,000, shared 50%/50% between 3CE and SVCE)
3CE's Percentage Share of Resource: 50%
SVCE’s Percentage Share of Resource: 50%
Resource #7
Resource Name: AES Mountainview Wind Project
Location: Riverside County, California
Number of CAISO Resource IDs: 1
CAISO Resource ID: MTWind_1_MVPWD1
Unit SCID: AIE6
Portion of total CAISO Net Qualifying
Capacity of Resource:
100% of Resource’s total capacity of
approximately 66.6 MW
Resource Type: Wind
Capacity: 33.3 MW
Delivery Point: At resource’s P-node
Facility PNode: MTWIND_7_N004
Transmission Owner: Southern California Edison
PPA Term (Years): 20 years
Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Execution Version
Exhibit A - 1
Fixed Monthly Fee: $1,500 ($3,000, shared 50%/50% between 3CE and SVCE)
3CE's Percentage Share of Resource: 50%
SVCE’s Percentage Share of Resource: 50%
SERVICE FEE SCHEDULE IN 2024 FOR GENERIC RESOURCES1:

Costs on a per unit Set Up Fee Monthly Fee
Set Up4 $ 5,000 N/A
Telemetry $ -
TPS will pass through any actual
monthly cost for communication
channels needed between the Facility
and TPS’s primary and backup
operation centers without markup.

Scheduling and Outage
Management (2 or less
Resource IDs) 2, 3
$ - $ 6,000.00
Scheduling and Outage
Management (3 or 4
Resource IDs)2, 3
$ - $ 8,000.00
Scheduling and Outage
Management (5 or 6
Resource IDs)2, 3
$ - $ 10,5000.00
Scheduling and Outage
Management (7 or more
Resource IDs)2, 3
$ - To be discussed between the Parties
Data and Settlement
Validation1 2, 3 $ - $ 3,000.00
2Fixed Monthly Fee will increase annually by the CPI-U (minimum 2%). 3 Pricing provided is for technology types currently online or expected to come online based on the Resources List provided by the Joint Agencies (solar, solar + storage, standalone storage, geothermal, and wind). TPS has experience with all technology types and could provide services to other resource types as agreed upon by the Joint Agencies and TPS. . 4 Fee will be assessed on a per Resource basis.
1 This service fee schedule applies to Resources yet to be named by SVCE during the term of this Agreement. The fee schedule is adjusted annually pursuant to Section 5.2 of the Base Agreement.

Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
— —
Execution Version
Exhibit B - 1

EXHIBIT B

NOTICE INFORMATION
TENASKA POWER SERVICES CO. SILICON VALLEY COMMUNITY ENERGY

AUTHORITY
Notice Address:
300 E. John Carpenter Freeway, Suite 1100
Irving, TX 75062
Notice Address: 333 W. El Camino Real, Suite 330
Sunnyvale, CA 94087
Attn: Director, Contract Administration Attn: CEO
Phone: (817) 303-1860 Phone: 408-721-5301
Facsimile: (817) 303-1867 Facsimile:

Email: [email protected] Email: [email protected] [email protected]
CICI Number: 549300K7NFSB93YGBN35 CICI Number:

CFTC Designation: End User CFTC Designation:

Duns: 01-501-6913 Duns: 08-046-2990
Federal Tax ID Number: 47-0824081
(The above is the Tax ID for Tenaska Energy, Inc.,
the parent company of TPS. TPS is a disregarded
entity for federal tax purposes.)
Federal Tax ID Number:
81-2158638
Confirmations:

Attn: Confirms
Phone: (817) 303-3609
Email: [email protected]
Confirmations:

Attn:

Phone:

Email:

Real-Time Trading:

Phone: (817) 462-1528
Real-Time Trading:

Phone:

Payments:

Attn: Accounts Receivable
14302 FNB Parkway
Omaha, NE 68154
Phone: (402) 938-1621
Payments:

Finance Group
(408) 721-5301
[email protected]
Invoices:

Attn: Accounts Payable
Phone: (817) 462-1521
Email: [email protected]
Invoices:

Attn: Power Supply Group
Phone: (408) 721-5301
Email: [email protected]
Wire/ACH Transfer:

Bank: US Bank, Omaha, NE
ABA No: 042000013
Account No: 130111671306
Account Name: Tenaska Power Services Co.

Wire/ACH Transfer:

Bank: River City Bank
ABA No: 121133416
Account No: 6042313302
Account Name:

Credit and Collections:

Attn: Credit Department
Phone: (817) 303-1113
Email: [email protected]
Credit and Collections:

Attn: Finance Group
Phone: (408) 721-5301
Email: [email protected]
With additional Notices of an Event of Default
or Potential Event of Default to:

Attn: Vice President and General Counsel
Phone: (817) 462-1507
Email: [email protected]
With additional Notices of an Event of Default or
Potential Event of Default to:

Attn: CEO
Phone: (408) 721-5301
Email: [email protected]
[email protected]
Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
—
—
—
Exhibit C - 1

EXHIBIT C

SUPPORT SERVICES
In addition to those activities described in Section 2.8 of the Base Agreement, TPS will (with SVCE’s cooperation as necessary):

1. determine, establish and implement the necessary communication methods, operational information technology and interfaces with CAISO including for purposes of transmitting Real-Time telemetry from the Resources to TPS’s primary and backup operation centers;

2. establish itself as the Scheduling Coordinator for the Resources;

3. if applicable, specify, install, configure, and test all required interface equipment needed to acquire and transmit CAISO-required Real-Time telemetry;

4. one (1) Business Day prior to the Commencement Date, submit offers to CAISO applicable to the Resources for the Commencement Date;

5. provide such other assistance with respect to the Documentation as SVCE may reasonably require;

6. assist SVCE with the CAISO New Resource Implementation (NRI) Checklist as SVCE may reasonably require; and

7. assist SVCE in establishing and setting up its ability to send and transmit telemetering data to the markets.

Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE
Exhibit D - 1

EXHIBIT D

WEEKLY PAYMENT PROCEDURE
In addition to the monthly invoice process described in Section 7 of the General Terms and Conditions, the Parties agree to use the following process for exchanging weekly amounts (“Weekly Payment Procedure”):
1) Each Wednesday (or if a Wednesday is not a Business Day, the next Business Day), TPS will produce a statement of CAISO settlement activity for the 2nd week prior (Monday-Sunday) for the Resources (“Weekly Statement”). For example, under the Weekly Payment Procedure, TPS would issue a Weekly Statement on Wednesday, July 26, 2023, which would reflect CAISO settlement activity for Operating Days July 10 – 16, 2023. 2) The Party owing an amount shown on a Weekly Statement will remit such amount three (3) Business Days after receipt of the Weekly Statement (typical due date will be the Friday following the Weekly Statement issued on Wednesday).
3) Weekly Statements will only reflect initial CAISO settlement activity. 4) TPS will continue to issue monthly invoices pursuant to Section 7 of the General Terms and Conditions, including Fixed Monthly Fees, Pass Through Amounts, and any CAISO settlement amounts not already remitted under a Weekly Statement.

Item 1c
Attachment 1
Draft Agreement: Tenaska and SVCE

Page 1 of 2 ends

Staff Report – Item 1d
Item 1d: Adopt Resolution Authorizing the Chief Executive Officer to Execute Master Agreement with City of Palo Alto to Enable the Execution of Energy Transactions From: Girish Balachandran, CEO
Prepared by: Zakary Liske, Deputy Director of Power Resources Bob Tang, Power Supply Project Manager
Date: 3/13/2024

RECOMMENDATION
Adopt Resolution 2024-xx delegating authority to the Chief Executive Officer (CEO) to execute a Master Agreement (as defined below) with City of Palo Alto (“Palo Alto”).

BACKGROUND
SVCEA bases its power supply agreements on the industry-standard Edison Electric Institute (EEI) master power purchase and sale agreement (“Master Agreement”). The Master Agreement is a widely used standard form agreement containing general terms and conditions for electric power transactions. The SVCE Board of Directors (“Board”) via resolution and/or minute action, has authorized the CEO to execute Master Agreements with multiple counterparties and has delegated authority to transact under the Master Agreements contingent on limits related to term, price and/or products such as renewable energy and resource adequacy capacity. To-date, SVCEA has executed EEI agreements with 17 counterparties, most recently with Citadel Energy Marketing LLC in June 2023.

The Board-approved Energy Risk Management Policy “ERM Policy” establishes limits for the types of transactions the CEO, or his designee, may execute along with limits on authority related to term, volume and dollars and necessary oversight. The Board most recently approved a revised ERM Policy in August 2023. The Master Agreements are intended to work within the parameters of the ERM Policy.

Over the course of several months in 2023, Palo Alto and SVCE negotiated an EEI Master Agreement. The two parties have agreed to certain terms and provisions as defined in the attached EEI Cover and Collateral Annex, which have been reviewed and approved by SVCE’s counsel and are consistent with the terms approved by the Board under existing Master Agreements.

ANALYSIS & DISCUSSION
The Master Agreements does not itself obligate SVCE to execute transactions but rather enables parties to transact various types of energy and related services such as renewable energy resources to meet Renewable Portfolio Standards (RPS); carbon-free resources; system energy at fixed and/or index prices and resource adequacy capacity products. The Master Agreement between SVCE and each counterparty includes standard, boilerplate terms and conditions, with modifications negotiated by the parties via a “Cover Sheet” as well as certain global credit provisions. Enhancement of credit and/or collateral requirements are memorialized through the execution of a Collateral Annex. Energy transactions are made through competitive solicitations and memorialized via written “Confirmations” setting forth the specifics of the purchase such as term, product, volume, and price.

The Board may either execute Master Agreements and subsequent Confirmations or delegate such authority to the CEO, which the Board has done subject to certain limitations and adherence to the Board-approved Energy Risk Management Policy.

Item 1d
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1d Agenda Date: 3/13/2024

Page 2 of 2 ends

34910991v1
Palo Alto Master Agreement
Palo Alto is a California city with its own publicly owned electric utility. The proposed Master Agreement would enable SVCE to enter transactions with Palo Alto which will add a new counterparty when SVCE makes wholesale purchases, providing additional depth to SVCE’s power procurement activities, especially for RPS and carbon-free transactions.

The CEO requests authority to execute the Master Agreement as provided for in Attachment 2, which contains the proposed terms under the Cover Sheet.

STRATEGIC PLAN
SVCE’s Strategic Plan, Goal 2 Measure 1, directs staff to acquire long-term agreements to meet California’s long-term renewable mandate.

ALTERNATIVE
SVCE could choose to not execute the Master Agreement with Palo Alto, which would not impact any existing contracts in the portfolio.

FISCAL IMPACT
There is no expected fiscal impact as a result of approving this Master Agreement with Palo Alto. Any future transactions with Palo Alto would be made within SVCE’s approved budget at the time.

ATTACHMENTS

1. Resolution No. 2024-04 Delegating Authority to the Chief Executive Officer to Execute a Master Agreement with City of Palo Alto

2. Master Power Purchase and Sale Agreement with City of Palo Alto – Cover Sheet Item 1d
RESOLUTION NO. 2024-04

RESOLUTION OF THE BOARD OF DIRECTORS OF SILICON VALLEY

CLEAN ENERGY AUTHORITY DELEGATING AUTHORITY TO THE CHIEF

EXECUTIVE OFFICER TO EXECUTE A MASTER AGREEMENT WITH CITY

OF PALO ALTO

THE BOARD OF DIRECTORS OF THE SILICON VALLEY CLEAN
ENERGY AUTHORITY HEREBY RESOLVES AS FOLLOWS:

WHEREAS, the Silicon Valley Clean Energy Authority (“Silicon Valley Clean Energy”) was formed on March 31, 2016;
WHEREAS, Silicon Valley Clean Energy launched service under a community choice aggregation program on April 3, 2017;
WHEREAS, to provide such service, Silicon Valley Clean Energy purchases energy, renewable energy, carbon free energy, resource adequacy and related products and services (the “Product”) from energy generating sources that are cleaner and have a higher percentage of renewable energy than that provided by the incumbent utility and at competitive prices; WHEREAS, the EEI Master Agreement (“Master Agreement”) is an industry standard framework agreement used for the purchase of Product that establishes certain terms and conditions for the contractual relationship between an energy purchaser and energy supplier, but which does not require a purchaser to purchase or a supplier to supply the Product without further written agreements executed in accordance with the terms and conditions of a Master Agreement (“Confirmations”);
WHEREAS, Silicon Valley Clean Energy Board of Directors (“Board”) pursuant to Resolution No. 2016-09 delegated authority to the Chief Executive Officer to negotiate and execute separate Master Agreements with certain energy suppliers (“Suppliers”), (such agreements, the “Approved Master Agreements”); WHEREAS, the Board continues to reserve to itself the authority to authorize new Approved Master Agreements; and
WHEREAS, Silicon Valley Clean Energy desires to enter into a Master Agreement with City of Palo Alto to transact Product and has agreed to terms and conditions consistent with Approved Master Agreements.

NOW, THEREFORE, IT IS HEREBY DETERMINED AND ORDERED
that the Board delegates authority to the Chief Executive Officer to:

1. Execute a Master Agreement with City of Palo Alto with terms consistent with the form of agreement presented to the Board of Directors, with any non-material changes, additions, variations or deletions (“Changes”) which following such execution by both parties, shall become an Approved Master Agreement.

Item 1d
Attachment 1
Resolution 2024-04 1
ADOPTED AND APPROVED this 13
th day of March 2024, by the following
vote:

Secretary
Item 1d
Attachment 1
Resolution 2024-04 2
1 CITY OF PALO ALTO V.2016
{D0540508.DOCX / 2}

MASTER POWER PURCHASE AND SALE

AGREEMENT
(EEI Version 2.1, modified 4/25/00)

COVER SHEET
This Master Power Purchase and Sale Agreement (“Master Agreement”) is made as of the following date: , 2024 (“Effective Date”). The Master Agreement, together with the exhibits, schedules, annexes and any written supplements hereto, the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions shall be referred to as the “Agreement.” The Parties to this Master Agreement are the following:

Name: Silicon Valley Clean Energy Authority, a
California joint powers authority (“Counterparty” or
“Party A”)
Name: City of Palo Alto (“Counterparty” or “Party B”)
All Notices:

Attn: Monica Padilla, CEO
333 W. El Camino Real, Suite 330
Sunnyvale, CA 94087
Phone: (408) 721-5301
Email [email protected]
Duns: 08-046-2990
Federal Tax ID Number: 81-2158638
All Notices:

Attn: Assistant Director, Resource Management
Department of Utilities
City of Palo Alto
250 Hamilton Avenue, 3rd Floor
Palo Alto, CA 94301
Phone: 650-329-2119
Facsimile: 650-617-3140
Duns: 17-892-8479
Federal Tax ID Number: 94-6000389
With additional Notices of an Event of Default
or Potential Event of Default to:

Hall Energy Law PC
Attn: Stephen Hall
Phone: (503) 313-0755
Email: [email protected]
and to:

Amrit Singh, CFO and Director of Administrative
Services
Email: [email protected]
With additional Notices of an Event of Default or
Potential Event of Default to:

Attn: Senior Assistant City, Attorney/Utilities
City of Palo Alto
Phone: 650-329-2171
Facsimile: 650-329-2646
Invoices:

Attn: Power Supply Group
Phone: (408) 721-5301
Email: [email protected]
Invoices:

Attn: Power Accounts Administrator Northern
California Power Agency
651 Commerce Drive
Roseville, CA 95678-6420
Phone: (916) 781-4224/3636
Facsimile: (916) 781-4225
Scheduling:

Attn: ZGlobal
Phone: (916) 221-4064 (Jamil Labban) and
(916) 235-9193 (Nicole Ramos)
Email: [email protected] and
[email protected]
Day Ahead Pre-Scheduling:

Confirmations:

Attn: Pre-Scheduler Desk
Northern California Power Agency
651 Commerce Drive
Roseville, CA 95678
Phone: 916-781-4240/4227/4228
Facsimile: 916-781-4239
DRAFT Item 1d
Attachment 2
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2 CITY OF PALO ALTO V.2016
{D0540508.DOCX / 2}
Real Time Scheduling:

Attn: Chief Dispatcher/Scheduler
Northern California Power Agency
651 Commerce Drive
Roseville, CA 95678
Phone: 916-781-4237/3636
Facsimile: 916-781-4226
Payments:

Attn: Finance Group
Phone: (408) 721-5301
Email: [email protected]
Payments:

Attn: Accounts Payable
Northern California Power Agency
651 Commerce Drive
Roseville, CA 95678
Phone: 916-781-4237/3636
Facsimile: 916-781-4226
Wire Transfer:

BNK: River City Bank
ABA: 121133416
ACCT: 6042313302
Wire Transfer:

Deposit to Northern California Power Agency,
“to the benefit of City of Palo Alto”
BNK U.S. Bank ABA:121122676
ACCT: 1-534-0216-2744
Attn: Cyndy Husebye
U.S. Bank
555 SW Oak Street, Suite 400
Portland, OR. 97204
Phone: 877-295-2509
Facsimile: 877-324-1680
Credit and Collections:

Attn: Finance Group
Phone: (408) 721-5301
Email: [email protected]
Credit and Collections:

Attn: Power Accounts Analyst Northern
California Power Agency
651 Commerce Drive
Roseville, CA 95678
Phone: 916-781-4221/4224
Facsimile: 916-781-4255
DRAFT Item 1d
Attachment 2
3 CITY OF PALO ALTO V.2016
{D0540508.DOCX / 2}
The Parties hereby agree that the General Terms and Conditions are incorporated herein, as selected, modified and amended by the following specific provisions, as provided for in such General Terms and Conditions:

Party A Tariff: N/A
Party B Tariff: N/A
Article One
General Definitions Section 1.1 is amended by adding the following sentence at the end of the definition of “Affiliate”: “Notwithstanding the foregoing, the Parties hereby agree and acknowledge that with respect to Party A the public entities designated as members or participants under the Joint Powers Agreement creating Party A shall not constitute or otherwise be deemed an “Affiliate” for the purposes of this Master Agreement or any Confirmation executed in connection therewith.

Section 1.4 is amended by deleting the first sentence and replacing it to read as follows: “Business Day” means any day except a Saturday, Sunday, the Friday immediately following the Thanksgiving holiday or a Federal Reserve Bank Holiday.

Section 1.10 is amended by adding after “the price” in line 1 the words “, including any and all AB 32 fees” and substituting “U.S. $” for “$U.S.” in line 1.

Section 1.11 is amended by adding the following after “Party” in the third line: “after using commercially reasonable efforts to mitigate costs”.

Section 1.12 is amended by deleting in the fourth line the word “issues” and replacing it with the word “issuer”.

Section 1.24 is amended by adding before the period at the end thereof the following: “in accordance with Section 5.2”.

A new Section 1.26A is added as follows:

1.26A ““Joint Powers Agreement” means the Joint Powers Agreement, effective as of March 31, 2016, as amended, providing for the formation of Party A, as such agreement may be further amended or amended and restated.”
Section 1.27 is amended by inserting the phrase “and in an amount” in the third line after the word “form” and before the word “acceptable”.

Section 1.28 is amended by adding before the period at end thereof the following: “in accordance with Section 5.2”.

Section 1.45 is amended by adding the following sentence at the end of that provision:
“Party B shall be deemed to have complied with any request from Party A for the provision of Performance Assurance by furnishing a copy of a resolution adopted by Party B’s City Council within a reasonable period of time after receipt of such request, determining that Party B’s retail rates are set at levels sufficiently high to recover all costs of providing electric service to Party B’s retail electric customers, including the costs incurred by Party B under all Transactions executed under this Agreement.”
Section 1.46 is amended by adding before the period at the end thereof the following:
“; provided that the failure to comply with any requirement of this Master Agreement or a Transaction, including the requirements of Article 8, before the expiration of the time period expressly specified for such compliance in this Master Agreement or the Transaction, if any, DRAFT Item 1d
Attachment 2
4 CITY OF PALO ALTO V.2016
{D0540508.DOCX / 2}
shall not be considered a Potential Event of Default unless and until the applicable time period has expired without compliance”.

Section 1.50 is amended by deleting the reference to “Section 2.4” and replacing it with “Section

2.5”.

Section 1.51 is amended by (a) inserting the phrase “for delivery” in the second line after the word “purchases” and before the phrase “at the Delivery Point”, and (b) deleting the phrase “at Buyer’s option” in the fifth line and inserting in their place the following: “absent a purchase” and (c) inserting in the seventh line after the words, “any penalties” and before “, ratcheted demand”, the following: “(other than penalties imposed on Buyer under the CAISO Tariff, the NCPA Metered Subsystem Agreement, or an open access transmission tariff as a result of the non-delivery)”.

Section 1.53 is amended by (a) deleting the phrase “at the Delivery Point” in the second line, and (b) deleting the phrase “at Seller’s option” in the fifth line and inserting in their place the following:
“absent a sale, assuming a sale could not have been made in a commercially reasonable manner.” Section 1.56 is amended by deleting the words “pursuant to Section 5.2” and by adding before the period at the end thereof the following: “, as determined in accordance with Section 5.2.” Section 1.60 is amended by inserting the words “in writing” immediately following the words “agreed to”.

Article Two
Transaction Terms
and Conditions
Section 2.1 shall be amended by deleting the second sentence thereof.

For purposes of Section 2.3, Party B requires that all Transactions be confirmed in writing.

Accordingly, the provision is amended by striking the word “may” from the first line thereof and replacing it with the word “shall.”
X Optional provision in Section 2.4. If not checked, inapplicable.

A new Section 2.6 is added to Article Two, worded as follows:
“2.6 No Oral Agreements or Modifications. Notwithstanding anything to the contrary in this Master Agreement, including in this Article Two, no Transaction between the Parties shall become binding unless and until a Confirmation for such Transaction is signed by both Parties, and this Master Agreement and any and all Transactions may not be orally amended or modified, including by Recording pursuant to Section 2.5.”
Article Four
Remedies for Failure
to Deliver or Receive
X Accelerated Payment of Damages. If not checked, inapplicable.

A new Section 4.3 is added to Article Four, worded as follows:
“4.3 Suspension of Performance. In addition to the remedies provided pursuant to Sections 4.1,

4.2 and 5.7, if Seller or Buyer fails to schedule, deliver or receive all or part of the Product pursuant to a Transaction for a period of three (3) or more consecutive days, and such failure is not excused under the terms of the Product, by Force Majeure, by the other Party’s failure to perform or by agreement of the Parties, then upon one (1) Business Day’s prior written notice, DRAFT Item 1d
Attachment 2
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—
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5 CITY OF PALO ALTO V.2016
{D0540508.DOCX / 2}
and for so long as the non-performing Party fails to perform, the performing Party shall have the right to suspend its performance under such Transaction. In the event the performing Party suspends performance pursuant to this Section 4.3, it shall not be obligated to resume performance until it has received notice from the non-performing Party at least one (1) Business Day prior to the date upon which the non-performing Party intends to resume its performance; provided that, if the performing Party has entered into a replacement contract with a term of 31 days or less, the performing Party may resume performance at the end of the term of such replacement contract. Remedies available under this provision to the performing Party are in addition to, not in replacement of, other remedies specified in this Agreement.” Article Five
Events of Default;
Remedies
X Cross Default provision of Section 5.1(g) shall apply for both Party A and Party B. Cross Default amount for each shall be $20,000,000.

Section 5.1(g) is amended by inserting, “or any Affiliate of such Party” after the first appearance of the word “Party” in subsections (i) and (ii).

Section 5.1 is further amended by replacing the period at the end of subsection (h) with a semi-colon, and adding new subsections “(i),” “(j)”, “(k)” and “(l)”, which read as follows:
“(i) during any consecutive ninety (90) day period, there have occurred five (5) or more “Seller Failures” as that term is used in Section 4.1, under any or all Transactions, regarding which the Seller shall be deemed to be the Defaulting Party, and Buyershall also be entitled to its remedies under Section 4.1;
(j) during any consecutive ninety (90) day period, there have occurred five (5) or more “Buyer Failures” as that term is used in Section 4.2 under any or all Transactions, regarding which the Buyer shall be deemed to be the Defaulting Party, and Sellershall also be entitled to its remedies under Section 4.2;
(k) a representation or warranty with respect to the Defaulting Party's financial statement provided pursuant to Section 8.1(a) or Section 8.2(a), as applicable, that is false or materially misleading, and is not corrected with five (5) Business Days after the Defaulting Party becomes aware that any such financial statement is false or materially misleading ; or
(l) revocation by the Federal Energy Regulatory Commission of Party A’s authorization to make sales and market-based rates.”
Section 5.2 is amended in line 3 by changing “right (i) to” to “right to (i)” and by adding the following sentence to the end of that provision:
“If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Agreement, the Settlement Amount shall be zero, notwithstanding any provision of this Agreement to the contrary.” Section 5.3 is amended by inserting the phrase “plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Defaulting Party pursuant to Article Eight”, between the words “that are due to the Non-Defaulting Party,”, and “plus any and all other amounts” in the sixth line thereof
Section 5.6 Closeout Setoff
Option A (Applicable if no other selection is made.)
X Option B - Affiliates shall have the meaning set forth in the Master Agreement.

DRAFT Item 1d
Attachment 2
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6 CITY OF PALO ALTO V.2016
{D0540508.DOCX / 2}
Option C (No Setoff)
Section 5.6 is further amended by inserting before the last sentence in Option B:
“At the election of the Non-Defaulting Party, all obligations owing by or to an Affiliate of a Party shall be treated as if they were owing by or to the Party itself for purposes of set- off.” Article Six Section 6.4 is amended by deleting “and owing to each other on the same date”.

Section 6.8 is amended by deleting the words, “may by agreement of the Parties,” in line 3 and inserting in their place the word “shall”.

Article Seven Section 7.1 is amended by (i) deleting in the fifteenth line the words, “UNLESS EXPRESSLY HEREIN PROVIDED,”, (ii) adding in the nineteenth line the words, “; PROVIDED, HOWEVER,

NOTHING IN THIS SECTION SHALL AFFECT THE ENFORCEABILITY OF THE PROVISIONS OF SECTIONS 4.1 AND 4.2 OF THIS AGREEMENT RELATING TO REMEDIES FOR FAILURE TO DELIVER/RECEIVE AND OF SECTIONS 5.2 AND 5.3 OF THIS

AGREEMENT RELATING TO THE CALCULATION AND PAYMENT OF THE TERMINATION PAYMENT” immediately after the words “ANY INDEMNITY PROVISION OR OTHERWISE”, and (iii) adding at the end of the last sentence the words, “AND ARE NOT PENALTIES”.

Article Eight 8.1 Party A Credit Protection
Credit and Collateral
Requirements
Financial Information from Party B, Section 8.1(a)
Option A
X Option B Specify: Audited financial statements for City of Palo Alto and for City of Palo Alto Enterprise Fund
Option C
Credit Assurances from Party B, Section 8.1(b)
X Not Applicable
Applicable
Collateral Threshold for Party B, Section 8.1(c)
X Not Applicable
Applicable
Party B Independent Amount: N/A
Party B Rounding Amount: N/A
Party B Minimum Transfer Amount: N/A
Downgrade Event, Section 8.1(d):

Not Applicable
X Applicable
If applicable, complete the following:

X It shall be a Downgrade Event for Party B only if (a) Party B’s underlying rating, determined without reference to third party credit enhancement, on its utility revenue bond (“Debt”) by S&P or Moody’s is respectively below BBB- or Baa3, or (b) both S&P and Moody’s refuse DRAFT Item 1d
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to rate Party B's Debt, or (c) Party B’s City Council no longer has the legal authority under the Act, as defined by Schedule M, to adjust electric rates as necessary to recover Party B’s costs of providing retail electric service to its customers.

Guarantor for Party B, Section 8.1(e): N/A
Guarantee Amount: N/A

8.2 Party B Credit Protection:

Financial Information from Party A, Section 8.2(a):

Option A
X Option B Specify: Audited financial statements to be provided by Party A as described in Section 8.2(a) shall be for Party A or parent entity, if any, providing creditsupport.

Option C
Credit Assurances from Party A, Section 8.2(b):

X Not Applicable
Applicable
Collateral Threshold for Party A, Section 8.2(c):

Not Applicable
X Applicable
If applicable, complete the following:

Party A Collateral Threshold: means with respect to Party A, on any date that Party B makes the calculations in Section 8.2(c), (a) the amount set forth below under the heading “Threshold” opposite the Credit Rating for Party A on the relevant date of determination from both S&P and Moody’s, or the lower of the two ratings if the Credit Ratings are split, or from the applicable rating agency if there is only one Credit Rating, or (b) zero if on the relevant date of determination Party A does not have a Credit Rating from either of the rating agencies specified below or an Event of Default or a Potential Event of Default with respect to Party has occurred and is continuing.

S&P Rating Moody’s Rating Threshold
A- or above A3 or above $25,000,000
BBB+ Baa1 $15,000,000
BBB Baa2 $10,000,000
BBB- Baa3 $ 5,000,000
Below BBB- (or rating Below Baa3 (or rating $ 0 (zero)
suspended or withdrawn suspended or withdrawn
by both S&P and by both S&P and
Moody’s) Moody’s)
Party A Independent Amount: $0
Party A Rounding Amount: $100,000
Party A Minimum Transfer Amount: $250,000
Downgrade Event, Section 8.2(d):

X Not Applicable
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Applicable
If applicable, complete the following:

It shall be a Downgrade Event for Party A only if the Credit Rating of Party A or Party A’s Guarantor falls below BBB- from S&P or Baa3 from Moody's or if the unenhanced, unsecured senior long-term debt securities or obligations of Party A or Party A’s Guarantor ceases to be rated by either S&P or Moody's.

Guarantor for Party A, Section 8.2(e):

Guarantor for Party A: N/A
Guarantee Amount: N/A
Article Ten
Section 10.1 is amended by replacing “upon (thirty) 30 days’ prior written notice” in lines 2 and 3, with “, which termination shall be effective immediately upon receipt of written notice thereof”.

Section 10.2 is amended as follows:
(i) Replace the phrase “(including any Confirmation accepted in accordance with Section 2.3)” with “(including any Confirmation confirming a Transaction)” in subsections (ii), (iii), (iv), (vi), (vii), (viii), (x) and (xi).

Section 10.2 (ix) is amended to read in its entirety as follows: “(ix) (1) it is an “eligible contract participant” as such term is defined in the Commodity Exchange Act, as amended 7 U.S.C. § 1 (a) (12); and (2) it is an “eligible commercial entity” as such term is defined in the Commodity Exchange Act, as amended 7 U.S.C. § 1 (a) (11).

Section 10.2 shall be amended by deleting the “and” at the end of sub-section 10.2(xi), replacing the period at the end of subsection 10.2(xii) with a semi-colon, and adding a new sub-section (xiii) as follows:
“Notwithstanding any provision in this Agreement to the contrary, all information, statements, reports and similar materials, conveyed by Party A orally or in writing to Party B to demonstrate Party A’s financial condition, are true and accurate in all material respects. Any representation made by Party A regarding its financial performance or condition or that of its corporate parent (“Financial Representation”) as an inducement to Party B during the solicitation, bidding or negotiation of any Transaction entered into under this Master Agreement shall be deemed to be repeated and reaffirmed as of the date of the applicable Transaction and incorporated as a representation of Party A or a related party, if any, who makes the Financial Representation in that Transaction, without the need for any further action by either Party; and” Section 10.4 shall be amended by inserting the phrase “To the extent permitted by law,” at the beginning of each of the first two sentences, and substituting the word, “each” for “Each” after the insertion of each such phrase.

Section 10.5 shall be amended by deleting clause (ii) and the portion of clause (iii) prior to the words “provided, however”, and replacing them with the following: “(ii) transfer or assign this Agreement to an Affiliate of such Party so long as (x) such Affiliate’s creditworthiness is equal to or higher than that of such Party or the Guarantor as of the Effective Date and the date of entering into each Transaction under this Agreement, if any, for such Party, or (y) the obligations of such Affiliate are guaranteed by such Party or its Guarantor, if any, in accordance with a guaranty agreement in form and substance satisfactory to the other Party, and (iii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of such Party whose creditworthiness is equal to or higher than that of such Party or its Guarantor, if any, as of the Effective Date and the DRAFT Item 1d
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effective date of any such transfer or assignment.

Section 10.6 is amended by deleting the words “New York” from the fourth line thereof and replacing it with the word “California.”
Further, Section 10.6 is amended by deleting the last sentence thereof and replacing it with the following sentence:
“With respect to any proceeding in connection with any claim, counterclaim, demand, cause of action, dispute and controversy arising out of or relating to this Agreement, the parties hereby consent to the exclusive jurisdiction of the federal courts sitting in the Northern District of the State of California; provided, however, that if the federal courts sitting in the Northern District of the State of California refuse jurisdiction, the Parties agree to the exclusive jurisdiction of the state courts sitting in the County of Santa Clara, State of California.” Section 10.7 shall be deleted in its entirety and replaced with the following:
“All notices, requests, statements or payments shall be made as specified in the Cover Sheet.

Notices (other than scheduling requests) shall, unless otherwise specified herein, be in writing and may be delivered by hand delivery, United States mail, overnight courier service or email.

Notice given by hand delivery shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. Notice given by email shall be effective upon delivery, or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent. A Party may change its addresses by providing notice of same in accordance herewith; provided, however, that changes to wire transfer and other banking information on the Cover Sheet must be made in writing and delivered via certified mail and shall include contact information for an authorized person who is available by telephone to verify the authenticity of such requested changes to the Cover Sheet.”
Section 10.8 is modified by adding before the word “constitute” in line four of Section 10.8, “, and all financial and other information, explanations, statements, reports provided by one party to the other in connection therewith”.

Section 10.8 shall be amended by deleting its penultimate sentence in its entirety and replacing it with the following sentences: “The indemnity provisions of this Agreement shall survive the termination of this Agreement for the period of the applicable statute of limitations. The audit provisions of this Agreement shall survive the termination of this Agreement for a period of twelve (12) months.” Section 10.10 is deleted in its entirety and replaced with the following new section:
“Bankruptcy. The Parties acknowledge and agree that (i) any Transaction with a maturity date more than two days after the date the Transaction is entered into constitutes a "forward contract" within the meaning of the United States Bankruptcy Code“, as amended by the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 and from time to time (the “Bankruptcy Code”); (ii) each believes that it is or intends that it shall be deemed for all purposes to be a “forward contract merchant” within the meaning of the Bankruptcy Code; (iii) all payments made or to be made by one Party to the other Party pursuant to this Agreement are “settlement payments” within the meaning of the Bankruptcy Code; and (iv) all transfers of Performance Assurance by one Party to the other Party under this Agreement are “margin payments” within the meaning of the Bankruptcy Code. Each Party further agrees that, for purposes of this Agreement, the other Party is not a “utility” as such term is used in 11 U.S.C. Section 366, and each Party agrees to waive and not to assert the applicability of the provisions of 11 U.S.C.

Section 366 in any bankruptcy proceeding wherein such Party is a debtor. In any such proceeding, each Party further agrees to waive the right to assert that the other Party is a provider of last DRAFT Item 1d
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resort.”
Confidentiality X Confidentiality Applicable, subject to Section 10.11 as amended.

If not checked, inapplicable.

Section 10.11 shall be replaced in its entirety with the following: “Both Parties are subject to California Constitution Article 1, Section 3, and the California Public Records Act, Cal. Gov.

Code § 7920 et seq. (“Public Records Act”) in regard to the documents comprising this Master Agreement and the Transactions, which items may constitute public records subject to inspection and copying by the public under the authority of the California Constitution and the Public Records Act. Each Party (“Receiving Party”) shall, consistent with those laws, use reasonable efforts to provide the other Party (“Disclosing Party”) with notice of any third party request to inspect and copy any of the documents that comprise this Master Agreement and the Transactions, which Disclosing Party might deem confidential and exempt from disclosure, in order that Disclosing Party may timely seek to protect those documents from disclosure to the third party. Disclosing Party acknowledges and agrees that Receiving Party shall not be liable to Disclosing Party if Receiving Party makes disclosure in accordance with the California Constitution and/or the Public Records Act before Disclosing Party has timely obtained an order to prevent Receiving Party from making the requested disclosure to the third party.” A new Section 10.12 shall be added to Article 10 as follows:
“10.12. No Agency. In performing their respective obligations hereunder, neither Party is acting, or is authorized to act, as the agent of the other Party.” A new Section 10.13 shall be added to Article 10 as follows:

10.13 Dispute Resolution. In the event of any controversy or claim, whether based in contract, tort, or otherwise, arising out of or based upon, or relating to this Agreement or the scope,breach, termination or validity of each of them (a “Dispute”), the Parties will resolve such Dispute in the following manner:

10.13.1 Negotiation. The Parties will attempt in good faith to resolve the Dispute promptly by negotiations between duly authorized representatives of the Parties who have authority to settle the Dispute. When a Party believes there is a Dispute, that Party will give the other Party written notice describing the Dispute with reasonable particularity.

Within thirty (30) days after receipt of such notice, the receiving Party will submit a written response to the other Party.

10.13.2 Mediation. If the Dispute is not resolved within forty-five (45) days of the date of the response given pursuant to Section 10.13.1, or such additional time, if any, that the Parties mutually agree to in writing, the Parties shall try in good faith to settle the Dispute by mediation. The form of mediation and the mediator(s) selected to resolve the Dispute shall be acceptable to both Parties.

10.13.3 Additional Rights. If the Dispute is not resolved through mediation withinninety (90) days after the first meeting of the Parties and mediator(s), or such additional time, if any, that the Parties mutually agree to in writing, either Party shall be free to pursue any and all legal actions and remedies as it may deem necessary.

A new Section 10.14 shall be added to Article 10 as follows:

10.14: “The Parties acknowledge and agree that any purchase of power made under this Agreement and any Transaction shall be executed and delivered in compliance with applicable laws and regulations in effect at the time this Agreement is signed by the Parties and at the time of entering into any particular Transaction, including, but not limited to, Senate Bill 1368 (California Public Utilities Code section 8340 et seq.) and related regulations (Title 20, Sections 2900 – 2930 of the California Code of Regulations), as amended, to the extent such laws and DRAFT Item 1d
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regulations, including SB 1368 and related regulations, apply or are deemed to apply to this Agreement and any Transaction. To the extent SB 1368 and related regulations require Party B as a local publicly owned electric utility to submit a compliance filing in accordance with such laws, Party A, upon the request of Party B, shall in good faith provide promptly to Party B (to the extent Party B lacks such information) the information to the extent Party A has knowledge of or access to such information, and shall work cooperatively with and provide commercially reasonable assistance to Party B in Party B’s compliance with such laws. A failure by Party A to provide such information which is within its possession or knowledge, and which Party A is legally permitted to disclose, if not corrected within ten (10) Business Days of written notice, shall constitute an Event of Default under this Agreement.” A new Section 10.15 shall be added to Article 10 as follows:

10.15: “The Parties intend that the standard of review for changes to any rate, charge, classification, term or condition of this Agreement at FERC shall be the most stringent standard permissible under applicable law. As to the Parties, it is understood and agreed that the standard shall solely be the “public interest” application of the “just and reasonable” standard of review, as stated by the United States Supreme Court in Morgan Stanley Capital Group Inc. v. Public Utility District No. 1 of Snohomish County, Nos. 06-1457, 128 S.Ct. 2733 (2008), and consistent with the order of the Supreme Court in NRG Power Marketing, LLC, et al., v. Maine Public Utilities Commission et al., No. 08-674, 130 S.Ct. 693 (2010) (“NRG Order”). As to all other persons, the Parties intend and agree that the same standard, to the maximum degree as may be made applicable to other than the Parties, apply, to the maximum degree permitted under the NRG Order.”
A new Section 10.16 shall be added to Article 10 as follows:

10.16 ““AB 32 fees” means the regulatory assessments, charges, fees imposts and/or taxes imposed upon and required to be paid by suppliers of energy in accordance with the Global Warming Solutions Act of 2006, Chapter 488, Statutes 2006, including, without limitation, the Compliance Offset Protocols, which shall be included (or be deemed included to the extent they are not expressly included) in the Contract Price, defined in Section 1.10 of the General Terms and Conditions, and that are in effect as of the Effective Date of this Agreement and/or the date the Parties enter into each Transaction hereunder.”
A new Section 10.17 shall be added to Article 10 as follows:

10.17 “The Parties understand and agree that the Transactions under this Agreement are physical transactions for deferred delivery, and that the Parties contemplate making or taking physical delivery of electric energy. Party A and Party B are each a commercial entity engaged in the business of delivering electric energy to its retail load and routinely makes or takes delivery of electric energy in order to provide service to its retail electric customers.” A new Section 10.18 shall be added to Article 10 as follows:

10.18 “Nondiscrimination. As set forth in Palo Alto Municipal Code section 2.30.510, Party A agrees that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. Party A acknowledges that it has read and understands the provisions of Chapter 2.30 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Chapter 2.30 pertaining to nondiscrimination in employment, including completing the form furnished by Party B and set forth in Exhibit D.” A new Section 10.19 shall be added to Article 10 as follows:

10.19 “Imaged Agreement. Any original executed Agreement, Confirmation or other related DRAFT Item 1d
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document may be photocopied and stored on computer tapes and disks (the “Imaged Agreement”). The Imaged Agreement, if introduced as evidence on paper, the Confirmation, if introduced as evidence in automated facsimile form, the Recording, if introduced as evidence in its original form and as transcribed onto paper, and all computer records of the foregoing, if introduced as evidence in printed format, in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the Parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither Party shall object to the admissibility of the Recording, the Confirmation or the Imaged Agreement (or photocopies of the transcription of the Recording, the Confirmation or the Imaged Agreement) on the basis that such were not originated or maintained in documentary form under either the hearsay rule, the best evidence rule or other rule of evidence.” A new Section 10.20 shall be added to Article 10 as follows:

Index Transactions. If the Contract Price for a Transaction is determined by reference to a Price Source, then:
a) Market Disruption Event. If a Market Disruption Event occurs on any one ormore days during a Determination Period (each day, a “Disrupted Day”), then:
i) The fallback Floating Price, if any, specified by the Parties in the relevant Confirmation shall be the Floating Price for each DisruptedDay.
ii) If the Parties have not specified a fallback Floating Price, then the Parties will endeavor, in good faith and using commercially reasonable efforts, to agree on a substitute Floating Price, taking into consideration, without limitation, guidance, protocols or other recommendations or conventions issued or employed by trade organizations or industry groups in response to the Market Disruption Event and other prices published by the Price Source or alternative price sources with respect to the Delivery Point or comparable Delivery Points that may permit the Parties to derive the Floating Price based on historical differentials.
iii) If the Price Source retrospectively issues a Floating Price in respect of aDisrupted Day (a “Delayed Floating Price”) before the parties agree on a substitute Floating Price for such day, then the Delayed Floating Price shall be the Floating Price for such Disrupted Day. If a Delayed Price is issued by the Price Source in respect of a Disrupted Day after the Parties agree on a substitute Floating Price for such day, the substitute Floating Price agreed upon by the Parties will remain the Floating Price without adjustment unless the Parties expressly agreeotherwise.
iv) If the Parties cannot agree on a substitute Floating Price and the Price Source does not retrospectively publish or announce a Floating Price, in each case, on or before the fifth Business Day following the first Trading Day on which the Market Disruption Event first occurred or existed, then the Floating Price for each Disrupted Day shall be determined by taking the arithmetic mean of quotations requested from four leading dealers in the relevant market that are unaffiliated with either Party and mutually agreed upon by the Parties (“Specified Dealers”), without regard to the quotations with the highest and lowest values, subject to the following qualifications:

1. If exactly three quotations are obtained, the Floating Price for each such Disrupted Day will be the quotation that remains after disregarding the quotations having the highest and lowestvalues.

2. If fewer than three quotations are obtained, the Floating Price for each such Disrupted Day will be the average of the quotations obtained.

3. If the Parties cannot agree upon four Specified Dealers, then each of the Parties will, acting in good faith and in a commercially reasonable manner, select up to two Specified Dealers separately, and those selected dealers shall be the DRAFT Item 1d
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Specified Dealers.
v) Unless otherwise agreed, if at any time the Parties agree on a substitute Floating Price for any Disrupted Day, then such substitute Floating Price shall be the Floating Price for such Disrupted Day, notwithstanding the subsequentpublication or announcement of a Delayed Floating Price by the relevant Price Source or any quotations obtained from Specified Dealers.
“Determination Period” means each calendar month a part or all of which is within the Delivery Period of a Transaction.
“Exchange” means, in respect of a Transaction, the exchange or principal trading market specified as applicable to the relevant Transaction.
“Floating Price” means a Contract Price specified in a Transaction that is based upon a Price Source.
“Market Disruption Event” means, with respect to any Price Source, any of the following events:
(a) the failure of the Price Source to announce, publish or make available the specified Floating Price or information necessary for determining the Floating Price for a particular day;
(b) the failure of trading to commence on a particular day or the permanent discontinuation or material suspension of trading in the relevant options contract or commodity on the Exchange, RTO or in the market specified for determining a Floating Price;
(c) the temporary or permanent discontinuance or unavailability of the Price Source; (d) the temporary or permanent closing of any Exchange or RTO specified for determining a Floating Price; or
(e) a material change in the formula for or the method of determining the Floating Price by the Price Source or a material change in the composition of the Product. “Price Source” means, in respect of a Transaction, a publication or such other origin of reference, including an Exchange or RTO, containing or reporting or making generally available to market participants (including by electronic means) a price, or prices or information from which a price is determined, as specified in the relevant Transaction. “RTO” means any regional transmission operator or independent system operator. “Trading Day” means a day in respect of which the relevant Price Source ordinarily would announce, publish or make available the Floating Price. (b) Corrections to Published Prices. If the Floating Price published, announced or made available on a given day and used or to be used to determine a relevant price is subsequently corrected by the relevant Price Source (i) within 30 days of the original publication, announcement or availability, or (ii) in the case of RTO Transactions only, within such longer time period as is consistent with the RTO’s procedures and guidelines, then either Party may notify the other Party of that correction and the amount (if any) that is payable as a result of that correction. If, not later than thirty (30) days after publication or announcement of that correction, a Party gives notice that an amount is so payable, the Part that originally either received or retained such amount will, not later than three (3) Business Days after such notice is effective, pay, subject to any applicable conditions precedent, to the other Party that amount, together with interest at the Interest Rate for the period from and including the day on which payment originally was (or was not) made to but excluding the day of payment of the refund or payment resulting from that correction. Notwithstanding the foregoing, corrections shall not be made to any Floating Prices agreed upon by the Parties or determined based on quotations from Specified Dealers pursuant to paragraph (a) above unless the Parties DRAFT Item 1d
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expressly agree otherwise.
(c) Rounding. When calculating a Floating Price, all numbers shall be rounded to four (4 decimal places. If the fifth (5th) decimal number is five (5) or greater, then the fourth (4th decimal number shall be increased by one (1), and if the fifth (5th) decimal number is less than five (5), then the fourth (4th) decimal number shall remain unchanged.

The following shall be added as a new Section 10.21:

10.21 “No Recourse Against Constituent Members of Party A. Party A is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) and is a public entity separate from its constituent members. Party A will solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Party B will have no rights and will not make any claims, take any actions or assert any remedies against any of Party A’s constituent members, or the officers, directors, advisors, contractors, consultants or employees of Party A or Party A’s constituent members, in connection with this Agreement.”
Schedule M X Party A is a Governmental Entity or Public Power System X Party B is a Governmental Entity, Schedule M Applicable Part A Part A of Schedule M is amended by including the following definition for the term “Act”:
“Act” as it relates to Party B means the Constitution of the State of California, the California statute(s), charter and municipal ordinances under which Party B was created, organized and authorized to enter into this Master Agreement and each Transaction thereunder. “Act” as it relates to Party A means the Joint Exercise of Powers Act of California (Government Code Section 6500 et seq.).

Part A is further amended by adding the following sentence at the end of the definition of the term “Special Fund”:
“Party A has conducted such investigation as it deems necessary of the City of Palo Alto Enterprise Fund and the Act under which such Fund was established to determine, for its purposes under this Agreement, that such Fund meets this definition of Special Fund.” Part C Part C of Schedule M is amended by adding the phrase in line 7 “and to the extent applicable,” immediately following the word “limitation” in clause (i).

Part D Section 3.4 is modified by inserting a period after “Master Agreement” in line 7 and deleting the rest of the sentence.

Part E X Section 3.6 under Part E of Schedule M applies to Party B; however, the portion of that provision following the semicolon on the eighth line thereof is replaced in its entirety with the following:
“any breach of clause (ii) of this provision shall be deemed to have arisen during a fiscal period of Governmental Entity or Public Power System for which such budgetary approval or certification of its obligations under this Master Agreement is required to be in effect and an Event of Default shall be deemed to have occurred for purposes of Section 5.1 under which Governmental Entity or Public Power System shall be treated as the Defaulting Party.” Part F Add Section 8.4. If not checked, inapplicable.

Part G Part G does not apply.

Schedule P The following defined terms are added to Schedule P:

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“CAISO” means the California Independent System Operator Corporation, or its successor. “CAISO Tariff” means the Federal Energy Regulatory Commission approved tariff of CAISO, including all CAISO protocols, as the same may be amended from time to time. “CAISO Energy” means a Transaction in which the Seller shall sell and the Buyer shall purchase a quantity of Energy equal to the hourly quantity without Ancillary Services (as defined in the CAISO Tariff) that is or will be scheduled as a schedule coordinator to schedule coordinator transaction pursuant to the CAISO Tariff as amended from time to time for which the only excuse for failure to deliver or receive is an “Uncontrollable Force” (as defined in the CAISO Tariff) called by the CAISO in accordance with the CAISO Tariff. “HLH (Heavy Load Hour)” is defined as energy delivered from hours ending (HE) 0700- 2200 Monday-Saturday, excluding NERC holidays, PPT.
“IST” means Inter-Scheduling Coordinator Trade shall mean a trade between Scheduling Coordinators of Energy or Ancillary Services in accordance with the CAISO Tariff. “LLH (Light Load Hour)” is defined as energy delivered from hours ending (HE) 0100- 0600 and 2300-2400 Monday-Saturday, all day Sunday and NERC holidays, PPT. “NP15 Zone Delivery Point” means the NP15 Zone; provided, however, if CAISO implements trading hubs under a locational marginal pricing design during the Delivery Period, the Delivery Point shall be the Existing Zone Generation NP15 Trading Hub (“NP15 EZ Gen Hub”), as such trading hub is contemplated by the CAISO in its filing made to the FERC dated March 15, 2005 (“Comprehensive Design Proposal for Inter- Scheduling Coordinator Trades Under the California Independent System Operator Corporation’s Market Redesign and Technology Upgrade, Docket No. ER02-1656-025”); provided further, if the NP15 EZ Gen Hub (under any name) is not established as part of a market redesign that is implemented during the Delivery Period, the parties agree to promptly work together in good faith to designate an alternate Delivery Point to reasonably approximate the characteristics of the NP-15 Zone. “West Firm”, or “WSPP Schedule C” or “Schedule C” or “WSPPC-Firm” or any similar description means with respect to a Transaction, a Product that is or will be scheduled as firm energy consistent with the most recent rules adopted by the WECC for which the only excuses for failure to deliver or receive are if an interruption is (i) due to an Uncontrollable Force as provided in Section 10 of the WSPP Agreement; or (ii) where applicable, to meet Seller's public utility or statutory obligations to its customers. Notwithstanding any other provision in this Agreement, if Seller exercises its right to interrupt to meet its public utility or statutory obligations, Seller shall be responsible for payment of damages for failure to deliver firm energy as provided in Article 4 of this Agreement.
“WECC” means the Western Electricity Coordinating Council. “WSPP Agreement” means the Western Systems Power Pool Agreement as amended from time to time.

EXHIBIT A MASTER POWER PURCHASE AND SALE AGREEMENT CONFIRMATION LETTER EXHIBIT B RESOURCE ADEQUACY (“RA”) CAPACITY
The Parties acknowledge and agree that after the execution of this Master Agreement, they may enter into one or more contracts or confirmations concerning Resource Adequacy, which products, terms, conditions and definitions shall be documented in an Resource Adequacy Confirmation (“RA Confirm”), the terms and conditions of which the Parties agree to negotiate in good faith at the time such Transactions are contemplated.

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EXHIBIT C RENEWABLE ENERGY CREDIT (“REC”)
The Parties acknowledge and agree that after the execution of this Master Agreement, they may enter into one or more contracts or confirmations concerning RECs, which terms and conditions shall be documented in a REC Confirmation and which the Parties agree to negotiate in good faith at the time such Transactions are contemplated.

EXHIBIT D CERTIFICATION OF NONDISCRIMINATION
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IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be duly executed as of the date first above written.

Party B: City of Palo Alto Party A:

Approval as to Form: Silicon Valley Clean Energy Authority, a California joint powers authority
By: …………………………….. By: ……………………………..

Name: Name: ……………………………..

Title: Sr. Asst. City Attorney Title: ……………………………..

Date: _________ , 20 Date: ____, 20
Party B: City of Palo Alto
Approval by City Manager’s Office:

By: ……………………………..

Name: __
Title: City Manager
Date: _____, 20
Party B: City of Palo Alto
Approval by Administrative Services Department:

By: ……………………………..

Name:

Title: Administrative Services Director
Date: ___, 20
Party B: City of Palo Alto
Approval by Utilities Department:

By: ……………………………..

Name: ___
Title: _
Date: ______, 20
DISCLAIMER: This Master Power Purchase and Sale Agreement was prepared by a committee of representatives of Edison Electric Institute (“EEI”) and National Energy Marketers Association (“NEM”) member companies to facilitate orderly trading in and development of wholesale power markets. Neither EEI nor NEM nor any member company nor any of their agents, representatives or attorneys shall be responsible for its use, or any damages resulting therefrom. By providing this Agreement EEI and NEM do not offer legal advice and all users are urged to consult their own legal counsel to ensure that their commercial objectives will be achieved and their legal interests are adequately protected.

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Exhibit D
Certification of Nondiscrimination
As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not and will not during the course of this contract discriminate in the employment of any person because of the race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person and that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment.

THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW.

Authorized Signature:

Date:

DRAFT Item 1d
Attachment 2

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Staff Report – Item 1e
Item 1e: Receive 2023 Silicon Valley Clean Energy and Electrification Awareness Residential Customer Survey Results
From: Girish Balachandran, CEO
Prepared by: Adam Selvin, Director of Energy Services & Community Relations Pamela Leonard, Deputy Director of Marketing & Communications Date: 3/13/2024

RECOMMENDATION
Staff recommends the Board of Directors receive the 2023 Silicon Valley Clean Energy and Electrification Awareness Residential Customer Survey Results.

BACKGROUND
Each year, the Energy Services & Community Relations team sends a customer survey to measure baseline awareness of SVCE and interest in electric technologies. The first survey was sent in fall 2020, just before SVCE began major marketing and outreach efforts to introduce customers to eHub, an online resource center that educates and enables action for electrification. Each subsequent survey is used to gauge whether there is an increase in awareness and likelihood of purchasing the electric technologies SVCE promotes with eHub and customer programs.

Staff utilized ADM Energy, SVCE’s Evaluation, Measurement & Verification vendor, to support the annual survey. The survey was fielded between August and September 2023, and sent via email and postal mail with a link to complete the survey online. A $10 incentive was offered to complete the survey and it was sent to randomly selected customers and made available in English, Spanish, Chinese, and Vietnamese.

The results are grouped by census tract into Socioeconomic Vulnerability Index (SEVI) quartiles to provide greater insight into SVCE and electrification awareness across different customer segments and identify how we can equitability conduct outreach. SEVI describes the socioeconomic characteristics of census tracts within the SVCE service territory and includes five sub-indicators: education attainment, housing burden, linguistic isolation, poverty, and unemployment, which are indicators that present active barriers to energy security and decarbonization participation. When reviewing the takeaways, the first quartile, or “SEVI 1” represents the least burdened customers, and the fourth quartile, or “SEVI 4” represents those with the most economic burdens.

ANALYSIS & DISCUSSION
The annual survey serves as a useful tool to help inform messaging and marketing opportunities as the questions explore motivations for purchasing, and where customers go to learn about specific technologies.

The survey focuses on EVs, heat pumps, and solar+battery, and questions about induction cooking were added this year.

The results of this year’s survey were as expected concerning levels of awareness, purchasing motivations, and barriers to adoption. However, there are key takeaways that staff is focusing on, which emphasize the Item 1e
SILICON VALLEY \3/ CLEAN ENERGY
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need for continued outreach and education efforts that communicate the benefits of electrification and provide education about SVCE.

Key Takeaways

1. SVCE awareness remains consistent with prior years. Unaided recall is low (7%), but once prompted, awareness was much higher (73%). A larger share of 2023 respondents understood that SVCE provides electricity from renewable and clean energy sources. ▪ Customers in SEVI 1 were less likely to believe that SVCE had lower rates than PG&E ▪ Customers in SEVI 4 were more likely to believe that SVCE is a company, division, or branch of PG&E.

2. The share of customers who have visited the SVCE website was higher in 2022 and 2023 than in 2020. 22% percent of customers reported in 2022 and 2023 that they had visited the website as compared to 14% in 2020.

3. Awareness of programs – Forty-three percent of customers reported awareness of the survey’s listed programs and services offered by SVCE. Awareness was highest for efficient appliance rebates (36% aware).

4. Cost and health and safety were ranked higher than convenience/performance and environmental impact when making purchase decisions. Convenience and performance were ranked higher for those customers in the first SEVI quartile than those in the fourth SEVI quartile.

5. Cost was cited in the top 5 barriers for each technology. Technology-specific barriers that were among the top 5 barriers for each technology were as follows:
▪ EVs: Driving range and concerns about having a location to charge it. ▪ Heat pump water heaters: Not having enough information, the need to upgrade the electric system, and the reliability of the technology.
▪ Solar/battery: Not enough information, the reliability of the technology and “other” barriers.

The other barriers included site conditions (other than roof) (n=12), HOA / Condo approvals needed (n = 10), not cost effective (n=7), and roof type or condition issues (n = 5). ▪ Figure 110 presents the 2022 and 2023 trends in likely purchases. As shown, the likely purchases were generally consistent across product categories, except for an increase in interest in heat pumps.

The interest in heat pumps may be driven by additional awareness of the Inflation Reduction Act and the incentives provided for heat pumps.

Figure 110 Trends in Likely Purchases
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6. All-Electric Homes – Beliefs about electric homes were generally positive and consistent across 2020 and 2022. A clear majority (73%) of customers believed that all-electric homes improve indoor and outdoor air quality, but they were split as to whether or not they were more energy efficient (54% thought they were). Sixty-four percent thought they were expensive.

7. For questions related to the likelihood of purchasing specific technologies in the next three years, smart thermostats, heat pump heating and cooling systems, and EV chargers were the three most commonly mentioned purchases.

8. EVs
▪ Most customers own or have some level of interest in an EV. EV ownership rates in SEVI 4 are about one-third of the rates in SEVI 1.
▪ Six percent of respondents cited the SVCE website as a source of information on EVs. More SEVI 4 customers were likely to use this as a source of information than those in SEVI 1 or SEVI 3.
▪ Multi-family home residents were more likely to report that not having a location to charge was a barrier to ownership, which confirms our understanding and programmatic approach.

9. Nearly half, at 49%, of respondents indicated no interest in an induction cooktop.

10. “Do it yourself” or home renovation media was the most common source of information, followed by the news and family and friends, for where customers go to get info about heat pump water heaters and solar+battery.

While the survey administrators account for potential sample bias and the data collection effort used best practice approaches to reduce bias. However, some findings presented in this report suggest there's an indication of potential bias in the responses. For example, estimates of solar ownership, with and without battery storage, developed from the survey responses indicate higher rates of ownership of these systems than the interconnection data. The differences between the survey sample and population estimates may reflect differences in ownership of these systems, misunderstanding of the question or response options, or a combination of these factors. Staff will keep this information in mind and work with our vendors to reduce bias in future surveys.

Conducting routine awareness surveys can help SVCE gain insight into customers’ awareness, knowledge, and attitudes towards electrification and SVCE. SVCE leverages this knowledge to conduct meaningful and impactful marketing, outreach and communications.

The complete survey results and a copy of the survey questions are available in the attached Awareness Survey Summary of Findings.

STRATEGIC PLAN
The annual customer awareness survey is completed in alignment with the SVCE Strategic Plan, Goal #12:

Enact and maintain competitive service offerings for SVCE customers that deliver measurable economic and environmental benefits; Measure 4: Provide excellent customer service, grow customer awareness and satisfaction, and maintain/expand customer participation rate.

FISCAL IMPACT
The cost of survey administration was included in the FY 22-23 marketing budget.

ATTACHMENTS

1. Awareness Survey Summary of Findings
Item 1e
SVCE Awareness Survey:

Summary of Findings
Submitted to:

Silicon Valley Clean Energy
Submitted on:

October 6th, 2023
Submitted by:

ADM Associates, Inc.
3239 Ramos Circle
Sacramento, CA 95827
916.363.8383
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ADM

ENERGY RESEARCH

AND EVALUATION
1 Key Findings and Conclusions
Unaided recall of SVCE was considerably lower than aided recall. Seven percent cited SVCE alone and another 23% cited SVCE and PG&E when asked from whom they purchase electricity (PG&E alone was cited by 88% of customers). Respondents who mentioned PG&E but did not mention SVCE were asked a follow up question on who provides their electricity generation service. Most (70%) did not know, but 18% cited SVCE. The unaided awareness results were statistically similar in 2023 and 2022.

Once prompted with the name SVCE, awareness was much higher. All respondents were asked if they had heard of Silicon Valley Clean Energy and a majority of customers stated they had heard of SVCE (73%).

While three-quarters of customers had heard of SVCE, half (50%) knew that SVCE provides the electricity that they use. The comparable figures for 2022 were similar (73% had heard of SVCE, 44% knew that SVCE provides the electricity that they use.

Forty-three percent of customers were aware of the programs offered by SVCE. The best-known programs were rebates for efficient, electric appliances (36% aware), followed by rebates for water heaters (21% aware). Twelve percent were aware of the eHub online resource center and 16% were aware of GridShift EV Charging.

Cost and health and safety were ranked higher than convenience/performance and environmental impact when making purchase decisions. Convenience and performance were ranked higher for those customers in SEVI 1 quartile than those in SEVI 4 quartile.

Customers are more familiar with EVs and solar/battery than with heat pump water heaters. Around 6% of customers cited the SVCE website as a source for information for EVs, heat pump water heaters (9%), and for solar/battery (10%).

Cost was cited in the top 5 barriers for each technology. Technology-specific barriers that were among the top 5 barriers for each technology were as follows:
▪ EVs: Driving range and concerns about having a location to charge it. ▪ Heat pump water heaters: Not having enough information, the need to upgrade the electric system, and the reliability of the technology.
▪ Solar/battery: Not enough information, the reliability of the technology and “other” barriers.

The other barriers included site conditions (other than roof) (n=12), HOA / Condo approvals needed (n = 10), not cost effective (n=7), and roof type or condition issues (n = 5).

1.1 Comparisons of 2020 - 2023 Findings
The key findings of comparisons between the 2020, 2022, and 2023 survey findings are presented below.

ADM calculated the 90% confidence intervals for each estimate. The confidence intervals represent the variation in the estimate that may be due to chance sample variation. That is, we would expect that the population value would fall between the lower and upper bounds of the confidence interval.

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When the confidence intervals from two years overlap, it suggests that any apparent difference between the two values is likely due to random sampling variation, that is, there is not a meaningful difference between the two years. When the confidence intervals do not overlap, it can be reasonably concluded that the differences in values are not due to random sampling variation and that there is a meaningful difference between the two years.

1.1.1 Awareness of SVCE
Unaided recall of SVCE was unchanged between 2022 and 2023. Figure 1-1 summarizes the unaided recall of SVCE. The responses were open-ended responses to a question on from whom the respondent buys electricity and categorized by ADM.

Figure 1-1 2022 and 2023 Unaided Awareness of SVCE
* SVCE-Close refers to responses that did not state SVCE but seemed to be referring to it. This question was not asked in the 2020 survey.

Aided awareness of SVCE remained unchanged between 2020, 2022 and 2023. As shown in Figure 1-2, the estimates of aided awareness were not statistically different 2020, 2022 and 2023. 1%
1%
2%
10%
3%
7%
-2% 0% 2% 4% 6% 8% 10% 12% 14%
SVCE-Close
PG&E/SVCE-Close

PG&E/SVCE
SVCE
2023 2022
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Figure 1-2 Aided Awareness of SVCE Trends
A similar share of customers reported that they knew that SV Clean Energy provides the electricity they use in 2023 than in 2022. As shown in Figure 1-3, 50% of customers knew that SVCE provided the electricity that they use in 2023. Although this value is higher than in 2022, the results may be due to sampling error rather than reflecting a trend.

Despite this difference in reported awareness, there was not a difference over the period in the share of customers who reported having seen the SVCE generation charge on their bill (Figure 1-4). 73% 73% 70%
0%
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Heard of Silicon Valley Clean Energy before
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Figure 1-3 Knowledge that SVCE Provides Energy they Use Trends Figure 1-4 Seen Electric Generation Charge and Received Communication Trends Beliefs about what SVCE is and does were similar in 2022 and 2023. A larger share of 2023 respondents understood that SVCE provides electricity from renewable and clean energy sources. The results for the other items were consistent with the findings from 2020 and 2022. 50%
44%
59%
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2023 2022 2020
Knew that SV Clean Energy provides the
electricity that they use
51%
33% 50% 38%
52%
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Has seen the SV Clean Energy
Electric Generation charge on
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Received emails or postal mail
from SV Clean Energy
2023 2022 2020
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Figure 1-5 Understanding of SVCE Trends

1.1.2 Website Use
The share of customers who have visited the SVCE website was higher in 2022 and 2023 than in 2020.

Twenty-two percent of customers reported in 2022 and 2023 that they had visited the website as compared to 14% in 2020.1
1 There was a small change in the wording of the question in 2022 from “Before today, have you visited the SV Clean Energy website?” in 2020 to “From emails or other means, have you visited the SV Clean Energy website?” in 2022.

However, if the wording had any impact on the response, the clause “from emails or other means,” used in 2022 would likely be interpreted as a more restrictive case for visiting the website (i.e., in response to an email) and resulted in a smaller share of customers who visited the website in 2022. 72%
65%
86%
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69%
62%
78%
23%
66%
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89%
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0% 20% 40% 60% 80% 100%
Is a community-owned, not-for-profit, public
agency
Electricity rates are lower than PG&E rates
Provides electricity exclusively from renewable
and clean energy sources
Is a company, division, or branch of PG&E
Believes that SVCE...
2023 2022 2020
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Figure 1-6 Website Visit Trends

1.1.3 Energy Efficiency Attitudes and Awareness
Worry about personal fossil fuel use was lower in 2022 than in 2020, but results from 2023 were unchanged from 2022. As shown in Figure 1-7, worry about personal fossil fuel use was lower in 2022 and 2023 than in 2020, but extent to which customers have thought about fossil fuel use and the extent to which they feel personally responsible for climate change remained unchanged.

Figure 1-7 Climate Change and Fossil Fuel Use Attitude Trends Attitudes toward electric homes and vehicles were similar in 2023. Figure 1-8 compares 2020 -2023 responses. The results suggest that fewer customers believe an electric vehicle is better for the environment than a gas vehicle in 2023 than in 2022.
22% 22%
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Figure 1-8 Attitudes towards Electric Homes and Vehicles Trends Views of all-electric homes were unchanged in 2020 through 2023. Figure 1-9 compares the responses from the three surveys. None of the differences were statistically significant.

Figure 1-9 2020 and 2022 Views of All Electric Homes
81%
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0% 20% 40% 60% 80% 100%
Driving an electric vehicle is better for the environment than using a standard gas vehicle.

Using electricity to heat your home is better for the
environment than using natural gas to heat your home.

Using electricity to heat your home is safer than using natural gas to heat your home.
2023 2022 2020
52%
62%
75%
53%
61%
73%
54%
64%
73%
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
All-electric homes are more energy efficient
All-electric homes are expensive
All-electric homes improve indoor and outdoor air
quality
2023 2022 2020
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1.1.4 Likely Purchases
Figure 1-10 presents the 2022 and 2023 trends in likely purchases. As shown, the likely purchases were generally consistent across product categories, except for an increase in interest in heat pumps. The interest in heat pumps may be driven by additional awareness of the Inflation Reduction Act and the incentives provided for heat pumps.

Figure 1-10 Trends in Likely Purchases

1.1.5 Awareness of Specific Technologies
Figure 1-11 through Figure 1-13 summarize trends in awareness of EVs, heat pump water heaters, and solar and battery. Overall, differences from 2022 to 2023 were within the range of sampling error. 10%
15% 15% 17% 19% 20%
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Home energy
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Electric yard and
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Induction
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Smart
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None of the
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Figure 1-11 Trends in Awareness of EVs
Figure 1-12 Trends in Awareness of Heat Pump Water Heater 20%
30%
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I already own one I am interested in one
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in one
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Awareness of EVs
2023 2022
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I already own one I am interested in one
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Awareness Heat Pump Water Heater
2023 2022
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Figure 1-13 Trends in Awareness of Solar with Battery

1.2 Survey Response and Potential Bias
The overall response rate was 1.7%. While low, the response rate was considerably better than the response rate for 2022, likely owing to the mailing of the postal letter. Response rates, and their decline2, have been a concern for survey researchers as they present the risk of non-response bias. However, research on survey response has found that the relationship between survey non-response and bias is complex and that there is no necessary connection between the two. Moreover, other factors such as using multiple recruitment approaches and methods can both reduce non-response bias by reaching or appealing to different segments of the population and increase response rates overall. To this end, the data collection effort for this study used best practice approaches to reduce non-response bias and increase survey response.
3 ▪ The sample was stratified by the Socio-Economic Vulnerability Index quartile to aid in collecting data from a diverse range of SVCE customers.
▪ Multiple modes were used to recruit participants, both postal mail and email were used to solicit responses. Multiple-modes is a form of varying recruitment and allowed ADM to target responses from customers who did not have email address information. 2 For example, the Pew Research Center reports that response rates have fallen from 28% in 2001 to 6% in 2018. https://www.pewresearch.org/fact-tank/2019/02/27/response-rates-in-telephone-surveys-have-resumed-their-decline/ 3 Czajka, John L. and Beyler, Amy, Declining Response Rates in Federal Surveys: Trends and Implications (Background Paper), Mathematica Policy Research Reports, Mathematica Policy Research. 20%
9%
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I already own solar I already own solar
+ battery
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▪ Incentives were provided to complete the survey. Providing incentives has been found to reduce nonresponse bias.4
To assess the degree to which non-response bias may have affected the result of the survey, Section 2.3 compares the characteristics of the 2023 survey sample to population demographics taken from the American Community Survey and to the 2020 and 2022 survey samples. In comparison to the population, the 2023 survey respondents were:
▪ More likely to identify as non-Hispanic (89% vs. 80%) ▪ More likely to identify as Chinese or Taiwanese (23% vs. 12%) ▪ And a larger share made more than $200,000 a year (39% vs. 32%), while a smaller share made less than $40,000 (10% vs. 14%).

As shown in Section 2.3, the respondent characteristics were highly similar to the population as a whole for several characteristics:
▪ Home ownership (61% vs. 59%)
▪ Live in a single-family detached home (56% vs. 57%)
▪ Live in an apartment (29% vs. 30%)
Nonetheless, some findings presented in this report suggest there's an indication of potential bias in the responses. Notably, the reported rates of solar panel ownership (20% without battery storage, 9% with it) and heat pump water heater ownership (10%) are higher than expected. The solar responses imply a higher likelihood of solar system ownership among survey respondents compared to the general population. The heat pump water heater responses may reflect sample bias, or possibly a misunderstanding of the question, as respondents may not know what a heat pump water heater is but favorably view "heat pumps" in general. Also, the noted EV ownership rate of 20% exceeds the Santa Clara County's EV registration rate of 7.7%.5 However, these statistics are not directly comparable: the 20% figure represents the percentage of households with an EV, likely a higher figure than the overall share of EV vehicles.
4 Ibid.
5https://www.energy.ca.gov/data-reports/energy-almanac/zero-emission-vehicle-and-infrastructure-statistics/light-duty-vehicle (Retrieved 10/31/2023).

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2 Methodology

2.1 Sample Design
The sample frame for the study was based on residential customer records provided by SVCE and was stratified by Socio-Economic Vulnerability Index (SEVI) quartile. SEVI is a measure of the relative socioeconomic characteristics of communities based on poverty, unemployment, educational attainment, linguistic isolation, and percent of income spent on housing. The SEVI quartile assignment was provided by SVCE. ADM targeted completion of 600 customers surveys (150 per SEVI quartile).

Table 2-1 summarizes the sample frame. In total, SVCE provided records for 260,327 customers. Of these records, 7,747 did not have a SEVI quartile assigned to them and were dropped from the sample frame.

Additionally, a manual review of customer contacts identified 7,747 records for which the customer’s name was a nonresidential entity. ADM dropped these records from the sample frame as well.

Table 2-1 Summary of Sample Frame
SEVI Quartile Total Records Nonresidential
Records
Remaining
Records
(Total Population)
1 57,674 1,117 56,557
2 67,418 1,687 65,731
3 74,745 2,869 71,876
4 51,857 1,713 50,144
Not listed 8,633 361 8,272
Total 260,327 7,747 252,580

2.2 Survey Administration
ADM administered the survey online and recruited customers using postal mail and email. The survey was presented in four different languages: English, Spanish, Mandarin and Vietnamese and fielded during the period between August 11, 2023 and September 22, 2023.

All customers contacted to complete the survey were contacted by postal mail. The letter sent was printed in the four languages and provided the contact a choice of accessing the survey using a QR code that encoded a unique link to the survey or by manually entering weblink into their browser and using an access code. For Wave 1, all contacts that had not completed the survey and had an email address available were sent one email inviting them to take the survey. The follow up email was written in the four languages. For Wave 2, a follow up email was sent to customers in SEVI 4 areas that had an email address to increase the overall response from this subgroup. However, none of these contacts completed the survey. A $10 incentive was offered for completing the survey.

The recruitment strategy for the 2023 survey differed significantly from that of 2022, employing postal mailing, with email follow up, instead of email and telephone outreach. Subsequent sections will elaborate on how this change affected response rates and sample demographics, but overall, the Item 1e
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approach improved sample response and the demographic characteristics of the sample. Specifically, the 2023 survey yielded a 1.7% response rate, which is significantly higher than the 0.5% rate from the 2022 survey. Additionally, the 2023 sample exhibited a home ownership rate more closely aligned with that of the general population compared to the 2022 sample.

Furthermore, the use of letter mailing as a recruitment strategy has the added benefit of reaching customers who may not have an email address, thus broadening the scope of potential respondents.

Traditional telephone surveying faces hurdles, as declining response rates and aversion to unknown calls have become significant challenges. 6
Overall, the change in methodology for the 2023 survey appears to have reduced survey response bias, contributing to a more representative sample and improved response rates, although some responses may indicate some bias in who took the survey (see Section 1.2)

2.2.1 Summary of Response
Table 2-2 summarizes the response to the survey. The overall completion rate was 1.7%, a higher rate than the 0.5% completion rate obtained for the 2022 survey.

Table 2-2 Summary of Survey Response
Wave Contacted
by Mail
Responded
to Mail
Recruitment
Contacted
by Email
Responded
to Email
Recruitment
Total
Completed
Surveys
Completion
Rate
Wave 1 20,000 323 9,540 50 373 1.9%
Wave 2 19,065 296 941 0 296 1.6%
Total 39,065 619 10,481 50 669 1.7%
The sample of respondents included speakers of three of the four languages it was administered in (none of the respondents took the survey in Vietnamese, see Table 2-3).

Table 2-3 Language Survey was Completed In
Survey
Language
Survey
Completions
Percent of
Completions
English 631 94%
Spanish 22 3%
6 Pew Research Center (2019). Response rates in telephone surveys have resumed their decline. https://pewrsr.ch/2XqxgTT
Pew Research Center (2020). Most Americans don’t answer cellphone calls from unknown numbers. https://pewrsr.ch/3oSYNdU
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Chinese 16 2%
Vietnamese 0 0%
Total 669 100%

2.3 Customer Population and Survey Sample
This section presents summary information on the characteristics of the sample and population. For comparison purposes, characteristics of the 2020, 2022, and 2023 populations are included as well.7

2.3.1 SEVI Quartile
The table below summarizes the number of survey responses obtained by SEVI quartile.

Table 2-4 Number of Survey Responses
SEVI
Quartile
Total
Residential
Customers
- 2023
Number of
Responses
- 2023
Number of
Responses
- 2022
Number of
Responses
- 2020
SEVI 1 56,557 161 117 167
SEVI 2 65,731 200 130 169
SEVI 3 71,876 186 129 163
SEVI 4 50,144 122 105 154
Total 244,308 669 481 653

2.3.2 Geographic Distribution of Respondents
Figure 2-1 displays the distribution of customers as compared to survey respondents. As shown the sample was generally representative of the geographic distribution of customers. 7 Population characteristics are based on the Public Use Microdata Sample person and household files for the 2017 – 2021 American Community Survey (ACS) 5-Year estimates. The ACS uses Public Use Microdata Areas (PUMAs) as the geographic identifier. ADM used the Missouri Census Data Center Geocorr tool to map PUMA responses to zip codes served by SVCE and taken from the customer data file provided to develop the survey sample frame.

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Figure 2-1 Distribution of Customers Compared to Distribution of Survey Respondents Table 2-5 summarizes the distribution of customers by city and SEVI quartile and Table 2-6 summarizes the distribution of survey respondents by city and SEVI quartile.

Table 2-5 Distribution of SVCE Customers by City and SEVI Quartile Premise City SEVI 1 SEVI 2 SEVI 3 SEVI 4 Total
CAMPBELL 40% 19% 37% 3% 16,595
CUPERTINO 3% 65% 32% 0% 21,190
GILROY 20% 7% 22% 52% 15,499
LA HONDA 100% 0% 0% 0% 4
LOS ALTOS 97% 1% 2% 0% 12,627
LOS ALTOS HILLS 100% 0% 0% 0% 2,896
LOS GATOS 83% 12% 5% 0% 16,674
MILPITAS 0% 7% 45% 49% 26,021
MONTE SERENO 100% 0% 0% 0% 626
MORGAN HILL 0% 49% 21% 30% 17,040
MOUNT
HAMILTON 0% 50% 0% 50% 4
MOUNTAIN VIEW 19% 32% 29% 19% 33,310
PALO ALTO 100% 0% 0% 0% 2
PORTOLA VALLEY 100% 0% 0% 0% 32

REDWOOD
ESTATES 100% 0% 0% 0% 171
SAN JOSE 3% 20% 26% 51% 10,071
SAN MARTIN 0% 0% 98% 1% 1,810

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%
Percent of Customers Percent of Survey Respondents (2020) Percent of Survey Respondents (2022) Percent of Survey Respondents (2023) Item 1e
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Premise City SEVI 1 SEVI 2 SEVI 3 SEVI 4 Total
SARATOGA 45% 55% 0% 0% 11,140
STANFORD 93% 0% 0% 7% 921
SUNNYVALE 7% 29% 44% 21% 57,643
WATSONVILLE 0% 100% 0% 0% 32
Table 2-6 Distribution of Survey Respondents by City and SEVI Quartile Premise City SEVI 1 SEVI 2 SEVI 3 SEVI 4 Total
CAMPBELL 41% 12% 41% 5% 41
CUPERTINO 0% 58% 42% 0% 65
GILROY 16% 3% 9% 72% 32
LA HONDA 0% 0% 0% 0% 0
LOS ALTOS 95% 3% 3% 0% 37
LOS ALTOS HILLS 100% 0% 0% 0% 12
LOS GATOS 83% 12% 5% 0% 42
MILPITAS 0% 14% 25% 61% 44
MONTE SERENO 100% 0% 0% 0% 1
MORGAN HILL 0% 59% 15% 26% 39
MOUNT
HAMILTON 0% 0% 0% 0% 0
MOUNTAIN VIEW 21% 35% 29% 16% 115
PALO ALTO 0% 0% 0% 0% 0
PORTOLA VALLEY 0% 0% 0% 0% 0

REDWOOD
ESTATES 0% 0% 0% 0% 0
SAN JOSE 0% 25% 20% 55% 20
SAN MARTIN 0% 0% 100% 0% 5
SARATOGA 38% 62% 0% 0% 37
STANFORD 100% 0% 0% 0% 2
SUNNYVALE 9% 30% 44% 18% 177
WATSONVILLE 0% 0% 0% 0% 0

2.3.3 Home Demographic Characteristics
Table 2-7 through Table 2-11 compare the population estimate to the 2023, 2022 and 2020 unweighted sample estimates on home and demographic characteristics. Overall, the samples in both years are similar and align with the population estimates. That said, the samples differ from the population in the following ways.
▪ Renters were better represented in the 2023 survey. The 39% of the sample that did not own their home was similar to the population estimate of 41% and higher than the 27% of the respondents found to not own their home in the 2022 survey.

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▪ The home types for the sample were very similar to the population estimates for the home types.
▪ As in past years, Hispanics were underrepresented in the 2023 sample. ▪ Respondents who identified as Chinese or Taiwanese were over-represented in the 2022 sample by 16 percentage points. This is likely related to the finding that seven percent of the surveys were completed in Chinese.

Table 2-7 Home Ownership Sample and Population Comparison Home Ownership
2021 American
Community
Survey 5-Year
Estimate
Unweighted
2023 Sample
Unweighted
2022 Sample
Unweighted
2020 Sample
Own 59% 61% 73% 65%
Do not own 41% 39% 27% 35%
Table 2-8 Home Type Sample and Population Comparison
Home Type
2021 American
Community
Survey 5-Year
Estimate
Unweighted
2023 Sample
Unweighted
2022 Sample
Unweighted
2020 Sample
Mobile home 3% 1% 2% 1%
Single family detached 57% 56% 61% 59%
Single family attached 11% 15% 15% 13%
Apartment 30% 29% 22% 25%
Table 2-9 Hispanic Identity Sample and Population Comparison Hispanic Identity
2021 American
Community
Survey 5-Year
Estimate
Unweighted
2023 Sample
Unweighted
2022 Sample
Unweighted
2020 Sample
Not Hispanic 80% 89% 91% 89%
Hispanic 20% 11% 9% 11%
Table 2-10 Race and Ethnic Sample and Population Comparison Race/Ethnic Identification
2021 American
Community
Survey 5-Year
Estimate
Unweighted
2023 Sample
Unweighted
2022 Sample
Unweighted
2020 Sample
White 48% 54% 48% 46%
Chinese/Taiwanese 12% 23% 27% 14%
Vietnamese 5% 2% 3% 2%
Indian/Pakistani 9% 7% 6% 7%
Other Asian 8% 5% 4% 3%
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Other 18% 7% 12% 28%
Table 2-11 Income Sample and Population Comparison
Income
2021 American
Community
Survey 5-Year
Estimate
Unweighted
2023 Sample
Unweighted
2022 Sample
Unweighted
2020 Sample
< 40,000 14% 10% 10% 12%
40,001 - 65,001 10% 8% 9% 8%
65,001 - 95,000 12% 11% 10% 11%
95,001 - 150,000 19% 18% 19% 18%
150,001 - 200,000 13% 15% 17% 16%
>200,000 32% 39% 36% 35%

2.4 Development of Sample Weights
ADM weighted the survey data to develop overall customer statistics. A two-step procedure was used to develop the sample weights. In the first step, ADM calculated the normalized design weights for each SEVI quartile. The calculation of the design weights was as follows:

𝑊𝑁 =
𝑁ℎ
𝑛ℎ
⁄ ∗
𝑛⁄𝑁
Where,
𝑊𝑁 is the normalized design weight,
𝑁ℎ is the number of customers for the SEVI quartile,
𝑛ℎ is the number of customers for the SEVI quartile that completed the survey, 𝑛 is the total number of customers that completed the survey, and 𝑁 is the total number of customers in the sample frame.

The second step in calculating the response weights was to apply a poststratification adjustment based on respondent reported demographics and population totals developed from the American Community Survey 2021 five-year estimates. The estimates were based on zip codes served by SVCE.

The specific characteristics included in the development of post-stratification weights were:
▪ Hispanic identification,
▪ Income,
▪ Home ownership,
▪ Race/Ethnicity, and
▪ Household size.

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Because the poststratification adjustment for population targets that comprise a small share of the population can be unstable, we grouped race/ethnicity, and household size into smaller sets of categories that comprised at least 5% of the SVCE population.

ADM used ranking to develop the poststratification weights. This procedure iteratively adjusts the design weights so that they match the selected population totals.

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3 Summary Findings
The following presents findings from the third awareness survey administered to Silicon Valley Clean Energy (SVCE) customers during the period between August 11, 2023 and September 22, 2023.

The results presented by SEVI quartile are unweighted responses. The weighted average presents summary statistics using the weights developed as described in section 2.4.

For the comparisons of SEVI groups, ADM performed tests of statistical significance to determine if observed differences in averages were due to sampling variation or if they reflected differences in the SEVI populations.8 Cases where the differences were statistically different are noted with an asterisk in the tables below and discussed in the text.

3.1 Awareness of SVCE
Unaided recall of SVCE was fairly low. Relatively few SVCE customers cited SVCE as the provider of their electricity. Seven percent cited SVCE alone and another 3% cited SVCE and PG&E. Some customers provided names that were similar to SVCE but not exactly correct, for example, “third party threw PG&E.” Two-percent of respondents cited these alone or in conjunction with PG&E.

Table 3-1Unaided Recall of Electricity Supplier
Metric SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted
Average
PG&E 87% 89% 89% 89% 88%
SVCE 8% 7% 8% 7% 7%
PG&E/SVCE 3% 3% 3% 2% 3%
Renewable provider 0% 2% 0% 0% 1%
Other 1% 0% 0% 2% 1%
PG&E/SVCE-Close 1% 0% 1% 0% <1%
SVCE-Close 0% 1% 0% 1% <1%
Note: SVCE-close refers to mentions of names that were similar to SVCE but not accurate. For example, “third party threw PG&E.” Respondents who mentioned PG&E but did not mention SVCE (n = 590) were asked a follow up question on who provides their electricity generation service. Most (70%) did not know, but 18% cited SVCE and another 2% made reference to an SVCE-like name.
8 Either a chi-square test of independence (for categorical data), one-way analysis of variance (ANOVA) (for continuous data) used to test for statistically significant differences in average responses across SEVI groups.

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Table 3-2 Who Provides Your Electricity Generation Service Metric SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted
Average
Does not know who provides electricity generation
service 64% 68% 68% 72% 70%
SVCE 23% 20% 22% 16% 18%
PG&E 11% 11% 8% 7% 9%
SVCE-Close 3% 1% 1% 3% 2%
Other 0% 1% 1% 2% 1%
Once prompted with the name SVCE, awareness was much higher. A majority of customers have heard of SVCE (73%), although less than half (44%) knew that SVCE provides the electricity that they use.

The majority of customers believed that SVCE is a community-owned not-for-profit (66%), that its rates are lower than PG&E (63%), and that it provides electricity exclusively from renewable and clean energy sources (89%). Few customers (26%) believed SVCE to be a part of PG&E.

There were two differences in responses by SEVI quartile. Customers in SEVI 1 were less likely to believe that SVCE had lower rates than PG&E and customers in SEVI 4 were more likely to believe that SV Clean Energy is a company, division, or branch of PG&E.

Table 3-3 Awareness and Understanding of SVCE
Metric SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted
Average
Heard of Silicon Valley Clean Energy before this
survey
76% 75% 74% 76% 73%
Knew that SV Clean Energy provides the electricity
that they use 54% 55% 48% 48% 50%
SV Clean Energy is a community-owned, not-for-profit, public agency 71% 70% 66% 60% 66% SV Clean Energy electricity rates are lower
than PG&E rates*
52% 61% 68% 66% 63%
SV Clean Energy provides electricity
exclusively from renewable and clean energy
sources
92% 90% 91% 85% 89%
SV Clean Energy is a company, division, or
branch of PG&E*
17% 23% 23% 36% 26%
*Indicates statistically significant difference across all groups at the p < .05 level.

Overall, the understanding and awareness metrics were similar in 2023 as compared to 2022 and 2020 (see Table 3-4). A larger share of customers believed that SVCE provides electricity exclusively from Item 1e
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renewable and clean energy sources in 2023 than in 2022, other results for 2023 were consistent with the findings from past years.

Table 3-4 Awareness Trends
Metric
2023
Weighted
Average
2022
Weighted
Average
2020
Weighted
Average
Heard of Silicon Valley Clean Energy before this survey 73% 73% 70% Knew that SV Clean Energy provides the electricity that they use 50% 44% 59% SV Clean Energy is a community-owned, not-for-profit, public agency
66% 69% 72%
SV Clean Energy electricity rates are lower than PG&E rates 63% 62% 65% SV Clean Energy provides electricity exclusively from renewable and clean energy sources 89% 78% 86%
SV Clean Energy is a company, division, or branch of PG&E 26% 23% 24%

3.2 Communication Awareness and Preference
A moderate share of customers has seen the SVCE generation charge or recall getting email or postal mail communications. As shown below, 51% stated they have seen the SVCE generation charge and 33% received emails or postal mail from SV Clean Energy. The share that has seen the generation charge was comparable to the share who reported that in 2020 and 2022 (52% and 50%, respectively).

Table 3-5 SVCE Information Seen
Information Seen About SV Clean Energy SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted Average
Has seen the SV Clean Energy Electric Generation charge on electricity bill 57% 53% 51% 50% 51%
Received emails or postal mail from SV Clean Energy 32% 43% 33% 35% 33% Table 3-6 Has seen the SVCE Generation Charge Trends
Has seen the SV Clean Energy Electric
Generation charge on electricity bill SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted Average 2023 57% 53% 51% 50% 51%
2022 56% 55% 49% 51% 50%
2020 57% 55% 53% 52% 52%
Customers prefer to receive SVCE communications via email (62%), followed by with their energy bills (53%) and by postal mail (48%). As shown in the table below, social media and traditional media advertisements were less frequently preferred. Note, percentages sum to more than 100% because respondents could select multiple options.

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Table 3-7 Preferred Communication Modes
Preferred Mode of Communication SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted Average
Email 55% 54% 52% 50% 52%
With energy bill 59% 55% 56% 54% 53%
Postal mail 50% 47% 53% 44% 48%
Facebook post 3% 3% 7% 6% 5%
Local television station advertisement 5% 4% 6% 9% 6%
Nextdoor post 3% 5% 3% 2% 4%
Video streaming advertisement (such as YouTube
or Hulu) 3% 8% 9% 7% 7%
Newspaper 7% 5% 8% 6% 6%
Radio advertisements 4% 4% 3% 7% 4%
Instagram post 1% 5% 5% 6% 4%
Twitter post 1% 2% 1% 0% 1%

3.3 Awareness of SVCE Programs
Forty-three percent of customers reported awareness of any of the listed programs and services offered by SVCE. Awareness was highest for efficient appliance rebates (36% aware) and lowest for the Education Fund grants and Empower Silicon Valley Competition (10%). Twelve percent of respondents were aware of the eHub online resource center and 5% were aware of the Don’t Homecrastinate education campaign.

Awareness of the heat pump water heater rebate was statistically significant across SEVI quartiles, but there wasn’t a clear interpretation of the pattern to be made. Those in SEVI 1 and SEVI 3 were less aware than those in SEVI 2 and SEVI 4.

Table 3-8 Awareness of Programs and Services
Metric SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted
Average
Awareness of any program 42% 48% 43% 42% 43%
eHub, online resource center 9% 11% 13% 13% 12%
Rebates for efficient, electric appliances 36% 42% 35% 33% 36% Heat Pump Water Heater rebate* 18% 25% 13% 23% 21%
GridShift EV Charging 14% 18% 15% 19% 16%
Education Fund grants or the Empower Silicon Valley
Film Competition 7% 6% 10% 8% 10%
Don't Homecrastinate education campaign 3% 4% 4% 5% 5%

3.4 Use of SVCE Website
Approximately one-fifth of respondents (22%) had visited the SVCE website. This is the same share that reported visiting the website in 2022 (see Table 3-10). The most common reasons for visiting the website were to view electric rates (46%) or learn about efficient, electric appliances (44%, see Table 3-9).

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Table 3-9 Use of SVCE Website
Metric SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted
Average
Visited website 21% 24% 17% 23% 22%
Reason for visiting website
Review electric rates 50% 47% 33% 50% 46%
Learn more about financial assistance
programs
6% 13% 10% 14% 13%
Learn more about electric vehicles 16% 26% 23% 32% 27%
Learn more about solar and batteries 28% 23% 27% 25% 26% Learn more about efficient, electric
appliances 38% 53% 40% 43% 44%
Another reason 9% 26% 23% 21% 23%
Table 3-10 Visited Website Trends
Visited Website SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted
Average
2023 21% 24% 17% 23% 22%
2022 34% 27% 19% 21% 22%
2020 25% 19% 10% 18% 14%
*Indicates statistically significant difference across all groups at the p < .05 level.

3.5 Attitudes towards Electrification and Climate
On average, customers displayed a moderate level of concern about their fossil fuel use. As shown the average ratings on the 0 – 10 scale were between 5.6 and 6.6. Overall, fossil fuel attitudes were similar to the findings of the 2020 and 2022 surveys.

Table 3-11 Fossil Fuel Attitudes
Fossil Fuel Attitude SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted Average
Extent to which feels personally responsible for
climate change 6.6 6.7 6.6 6.7 6.6
Extent to which has thought about their fossil fuel
use

6.8 6.9 6.0 6.2 6.3
Extent to which worried about our use of fossil fuels 5.5 5.7 5.5 5.6 5.6 Item 1e
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Table 3-12 Fossil Fuel Attitude Trends
Fossil Fuel Attitude
2023
Weighted
Average
2022
Weighted
Average
2020
Weighted
Average
Extent to which feels personally responsible for climate change 6.6 6.8 7.0 Extent to which has thought about their fossil fuel use 6.3 6.2 6.0 Extent to which worried about our use of fossil fuels 5.6 5.9 6.7 Most customers agreed that there were environmental and safety benefits to electrified heating and vehicles. Approximately two-thirds of respondents reported that they thought electric vehicles and heating were better for the environment and that electric heat was better for the home (see Table 3-13).

Table 3-14 presents results for the three surveys. Notably, the share of customers that believe driving electric vehicles is better for the environment has decreased, and this change is greater than would be expected because of sampling error.

Table 3-13 Electrification Attitudes
Strongly or somewhat agrees that… SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted Average
Driving an electric vehicle is better for the
environment than using a standard gas vehicle. 69% 71% 69% 67% 69% Using electricity to heat your home is better for
the environment than using natural gas to heat
your home.
56% 59% 61% 60% 60%
Using electricity to heat your home is safer than
using natural gas to heat your home. 62% 70% 67% 61% 65% Table 3-14 Electrification Attitude Trends
Strongly or somewhat agrees that…
2023
Weighted
Average
2022
Weighted
Average
2020
Weighted
Average
Driving an electric vehicle is better for the environment than using a standard gas vehicle. 69% 77% 81%
Using electricity to heat your home is better for the environment than using natural gas to heat your home. 60% 57% 54%
Using electricity to heat your home is safer than using natural gas to heat your home. 65% 65% 61%
Beliefs about electric homes were generally positive and consistent across 2020 and 2022. A clear majority (73%) of customers believed that all-electric homes improve indoor and outdoor air quality, but they were split as to whether or not they were more energy efficient (54% thought they were). Sixty-four percent thought they were expensive.

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Table 3-15 Beliefs about All Electric Homes
Beliefs about All-Electric Homes SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted Average
All-electric homes are more energy efficient 53% 51% 53% 53% 54% All-electric homes are expensive 66% 66% 67% 60% 64%
All-electric homes improve indoor and outdoor air
quality 74% 72% 79% 71% 73%
Table 3-16 Beliefs about All Electric Homes Trends
Beliefs about All-Electric Homes
2023
Weighted
Average
2022
Weighted
Average
2020
Weighted
Average
All-electric homes are more energy efficient 54% 53% 52% All-electric homes are expensive 64% 61% 62%
All-electric homes improve indoor and outdoor air
quality 73% 73% 75%

3.6 Purchasing Priorities and Likelihood of Purchases
Cost and health and safety were the most important factors considered when making purchases. Table 3-17 summarizes the average ranking of importance of four factors when making purchases. In the table, larger numbers indicate greater importance of the factor in decision. Cost and health and safety were most important.

Convenience and performance were less important for respondents in SEVI 4 than those in SEVI 1 or SEVI

2. Environmental impacts were least important and largely the same across groups.

Table 3-17 Ranked Importance
Average Rank SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted
Average
Environmental impacts 1.8 1.9 2.0 2.0 2.0
Health and safety 2.7 2.8 2.7 2.8 2.7
Cost 2.7 2.6 2.8 2.9 2.8
Convenience/performance* 2.8 2.6 2.5 2.3 2.5
*Indicates statistically significant difference across all groups at the p < .05 level.

Note: Responses recoded so that factors ranked higher have larger values.

Smart thermostats, heat pump heating and cooling systems, and EV chargers were the three most commonly mentioned purchases. Nearly half of customers (47%) did not plan on purchasing any of the listed items in the next three years.

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Table 3-19 shows the likelihood of purchases for renters and owners. Overall, owners were more likely to purchase one or more of the listed items and owners were more likely to purchase a heat pump system, an induction cooktop, or electric yard and garden equipment.

Table 3-18 Likely Purchases
Likely Purchases in the Next Three
Years SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted Average
None of these 45% 46% 50% 52% 47%
Smart thermostat 19% 18% 20% 19% 20%
Home energy audit or evaluation 10% 13% 8% 9% 10%
Induction cooktop 15% 13% 14% 14% 15%
Heat pump heating and cooling system 19% 23% 18% 13% 19% Home EV charger 17% 19% 21% 18% 17%
Electric yard and garden equipment 16% 15% 18% 11% 15%
*Indicates statistically significant difference across all groups at the p < .05 level.

Table 3-19 Likely Purchases by Home Ownership
Likely Purchases in the Next Three
Years Owners Renters
None of the above* 36% 63%
Smart thermostat 20% 19%
Home energy audit or evaluation 12% 7%
Induction cooktop* 19% 9%
Heat pump heating and cooling system* 25% 10%
Home EV charger 21% 12%
Electric yard and garden equipment* 18% 10%
*Indicates statistically significant difference across all groups at the p < .05 level.

3.6.1 2022-2023 Trends in Likely Purchases
Figure 3-1 presents the 2022 and 2023 trends in likely purchases. As shown, the likely purchases were generally consistent across product categories, except for an increase in interest in heat pumps. The interest in heat pumps may be driven by additional awareness of the Inflation Reduction Act and the incentives provided for heat pumps.

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Figure 3-1 Trends in Likely Purchases

3.7 Awareness and Interest in Specific Technologies
Note: The ownership levels reported in this section are higher than the data SVCE has, so this information is still being reconciled and this report will be updated once the analysis is complete.

3.7.1 Electric Vehicles
Most customers own or have some level of interest in an electric vehicle. Twenty percent of respondents reported that they own an electric vehicle (compared to 19% in the 2020 survey). Additionally, 26% reported they have considered buying one and 30% said they were interested in one but had not considered buying.

Electric vehicle ownership rates in SEVI 4 are about one-third of the rates in SEVI 1.

Table 3-20 Awareness of Electric Vehicles
Awareness of Electric Vehicles* SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted Average
I already own one 33% 26% 17% 13% 20%
I am interested in one and have considered buying
one
21% 31% 31% 23% 26%
I am interested in one, but have not considered
buying one 26% 23% 31% 33% 30%
I have heard of them, but am not interested in one 19% 19% 20% 25% 21% I have not heard of them 0% 1% 1% 6% 3%
*Indicates statistically significant difference across all groups at the p < .05 level.

Friends or family, automotive media, and the news were the common sources of information on electric vehicles. Respondents in SEVI 4 areas were more likely to use social media than those in SEVI 1 areas. 10%
15% 15% 17% 19% 20%
47%
10% 12%
17%
20%
13%
21%
48%
0%
10%
20%
30%
40%
50%
60%
Home energy
audit or
evaluation
Electric yard and
garden
equipment
Induction
cooktop
Home EV
charger
Heat pump
heating and
cooling system
Smart
thermostat
None of the
above
2023 2022
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Dealerships were a more common source of information for SEVI 1 customers and SEVI 4 customers were more likely to report they had not heard of EVs.

Six percent of respondents cited the SV Clean Energy website as a source of information on electric vehicles. More SEVI 4 customers were likely to use this as a source of information than those in SEVI 1 or SEVI 3.

Table 3-21 Sources Used to Learn about Electric Vehicles Sources Used to Learn about Electric Vehicles SEVI
1 SEVI
2 SEVI
3 SEVI
4 Weighted
Average
News 56% 55% 51% 50% 53%
Friends or family 55% 56% 48% 50% 52%
Automotive media such as magazines, websites, YouTube
channels, television shows, or blogs 48% 48% 49% 44% 46% Social media such as Facebook or Instagram* 11% 19% 23% 25% 21% Dealerships* 22% 16% 11% 13% 15%
Other 14% 10% 10% 15% 11%
I have not used any sources of information to learn about electric vehicles. 10% 8% 8% 12% 11%
SV Clean Energy website (including the EV Assistant online tool)* 3% 7% 3% 10% 6%
Community workshops 4% 4% 5% 6% 4%
I have not heard of them* 0% 1% 1% 6% 3%
*Indicates statistically significant difference across all groups at the p < .05 level.

Nearly half of respondents (44%) were extremely or very likely to purchase an electric vehicle for their next vehicle. Twenty five percent were unlikely to purchase an electric vehicle.

Table 3-22 Likelihood of Purchasing Electric Vehicle for Next Vehicle Purchase Likelihood of Choosing Electric Vehicle for
Purchase SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted Average
Extremely or very likely 49% 46% 44% 40% 44%
Somewhat likely 27% 28% 33% 31% 31%
Not so / not at all likely 24% 26% 23% 29% 25%
Driving range, cost, and concerns about charging were the biggest barriers to purchasing an electric vehicle. Forty-nine percent of customers were concerned about the driving range of an electric vehicle and 48% mentioned the cost as a concern. Twenty-six percent were worried about not having a place to charge their vehicle at home. A notable difference between single and multifamily residents is that twice the share of those that lived multifamily (42%) reported that not having a place to charge it at home was a barrier than those in single family homes (20%, see Table 3-24) Item 1e
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Table 3-23 Barriers to Electric Vehicle Purchases
Barriers to Electric Vehicle Purchase SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted Average
Driving range of the vehicle 52% 55% 55% 49% 49%
Cost of purchasing or leasing an electric vehicle* 36% 43% 51% 49% 48% Not knowing where I can charge it away from my
home 33% 31% 26% 25% 27%
Not having a place to charge the vehicle at my
home 25% 23% 32% 30% 26%
Cost of operating an electric vehicle including
electricity costs 18% 16% 19% 23% 19%
Concern about the safety of electric vehicle battery
systems
19% 15% 17% 26% 18%
Reliability of the technology 12% 15% 20% 15% 15%
Don't know enough information about electric
vehicles 3% 4% 5% 9% 7%
Not enough models or styles to choose from 10% 8% 4% 8% 7% Unable to find one for sale 0% 2% 1% 3% 2%
Other 18% 18% 12% 11% 14%
*Indicates statistically significant difference across all groups at the p < .05 level.

Table 3-24 Barriers by Multifamily and Single Family Home Type Barrier Single Family Multifamily
Cost of purchasing or leasing an electric vehicle 44% 54% Cost of operating an electric vehicle including electricity costs 22% 16% Driving range of the vehicle* 54% 41%
Reliability of the technology 14% 14%
Don't know enough information about electric vehicles* 4% 12% Not enough models or styles to choose from 8% 5%
Not having a place to charge the vehicle at my home* 20% 42% Not knowing where I can charge it away from my home 28% 26% Concern about the safety of electric vehicle battery systems 20% 15% Unable to find one for sale 2% 3%
Other 16% 12%
*Indicates statistically significant difference across all groups at the p < .05 level.

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3.7.2 Heat Pump Water Heaters9
Few homeowners have a heat pump water heater and a quarter have not heard of them. As shown below, 10% of homeowners have a heat pump water heater. The share that had considered buying one was 27%.

Table 3-25 Awareness of Heat Pump Water Heaters
Awareness of Efficient Heat Pump Water
Heaters SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted Average
I have heard of them, but am not interested in one 33% 26% 19% 46% 32% I am interested in one, but have not considered
buying one 26% 32% 30% 24% 27%
I am interested in one and have considered buying
one
18% 19% 17% 7% 16%
I have not heard of them 14% 13% 22% 15% 15%
I already own one 9% 10% 12% 8% 10%
“Do it yourself” or home renovation media was the most common source of information on heat pump water heaters (cited by 28%) followed by the news and family and friends (each cited by 20%). Nine percent of customers cited the SVCE website and appliance assistance tool as a source for information.

Table 3-26 Sources of Information Used to Learn about Heat Pump Water Heaters Sources Used to Learn about Heat Pump
Water Heaters SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted Average I have not used any sources of information to learn
about heat pump water heaters 25% 31% 27% 20% 26%
SV Clean Energy website (including the Appliances
Assistant online tool) 6% 6% 7% 10% 9%
Friend or family 24% 24% 16% 16% 20%
Community workshops 2% 2% 1% 2% 1%
News 23% 24% 18% 20% 20%
Contractor 16% 10% 8% 10% 10%
Plumber 7% 6% 11% 14% 10%
Electrician 4% 9% 0% 4% 4%
Do it yourself or home renovation media such as
magazines, websites, YouTube channels, television
shows, or blogs
25% 33% 27% 24% 28%
Social media such as Facebook or Instagram 3% 6% 5% 16% 8% Other 12% 10% 18% 18% 14%
9 The responses to questions about heat pump water heaters are limited to respondents who stated they owned their own home (unweighted n =363).

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Forty percent of customers reported that they were extremely or very likely to choose a heat pump water heater. Sixteen percent reported that they were not likely to choose one.

Cost of purchase and cost of electricity to heat water were the most commonly cited barriers. Fifty-seven percent cited the cost of installation and 37% cited the need to upgrade the electrical system as a barrier. Twenty-six percent cited not knowing enough information.

Table 3-27 Likelihood of Choosing a Heat Pump Water Heater Likelihood of Choosing Heat Pump Water
Heater SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted Average
Extremely or very likely 40% 44% 36% 28% 40%
Somewhat likely 42% 44% 43% 56% 43%
Not so / not at all likely 17% 13% 20% 17% 16%
Table 3-28 Barriers to Water Heater Purchase
Barriers to Heat Pump Water Heater
Purchase SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted Average
Cost of purchase and installation 60% 60% 54% 55% 57%
Cost of electricity to heat water 27% 31% 26% 37% 30%
Reliability of the technology 9% 16% 19% 14% 14%
Don’t know enough information 23% 21% 27% 33% 26%
Not enough available models 3% 5% 4% 2% 3%
Can’t find a contractor who will install one 1% 3% 1% 0% 1% Need to upgrade electric system such as add an
outlet, upgrade electric panel 36% 36% 30% 35% 37%
Does not work for my property or I do not own
my home 4% 6% 9% 14% 8%
Other 25% 19% 20% 16% 19%

3.7.3 Solar/Battery10
Awareness of solar with battery is high. Six percent of customers said that they had not heard of solar with battery. Twenty percent said they had solar without battery and 9% have battery with storage. Nine-teen percent said they have considered installing a solar/battery system.

Table 3-29 Awareness of Solar Paired with Battery
Awareness of Rooftop Solar Paired with
Battery Storage SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted Average I already own a rooftop solar system without
battery storage 23% 22% 22% 26% 20%
I already own a rooftop solar system with battery
storage
10% 9% 8% 7% 9%
10 The responses to questions about solar and battery are limited to respondents who stated they owned their own home (unweighted n = 331).

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I am interested in rooftop solar with battery and
have considered installing a system 18% 22% 16% 17% 19% I am interested in rooftop solar with battery, but
have not considered installing a system 18% 25% 23% 19% 22% I have heard of it, but I am not interested in
rooftop solar with battery 24% 20% 24% 21% 23%
I have not heard of rooftop solar with battery 7% 2% 7% 10% 6% News, friends and family, and “do it yourself” or home renovation media were the most common sources of information. Each of those were sources for about one-third of customers. In comparison, 9% of customers cited the SVCE website/solar+battery tool.

Table 3-30 Sources of Information on Solar and Battery Storage Sources Used to Learn about Solar and
Battery Storage SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted Average I have not used any sources of information to
learn about solar and battery storage 8% 15% 15% 10% 11% News 41% 36% 39% 35% 38%
Friend or family 38% 43% 35% 39% 37%
Do it yourself or home renovation media such
as magazines, websites, YouTube channels,
television shows, or blogs
38% 39% 36% 39% 37%
Other 13% 13% 17% 27% 16%
Contractor 22% 19% 12% 18% 16%
Social media such as Facebook or Instagram 8% 15% 18% 18% 16% SV Clean Energy website (including the Solar +
Battery Assistant online tool) 6% 7% 7% 14% 10%
Electrician 13% 8% 7% 16% 10%
Community workshops 3% 3% 1% 6% 3%
Plumber 0% 2% 0% 4% 1%
Twenty percent of customers with solar already said they were extremely or very likely to add battery storage, and 24% with a solar system were extremely or very likely to add battery to it. As shown in Table 3-33, cost of the systems were the biggest barriers to installation. A large share of respondents cited “other” factors. These comments were content-coded and summarized in Table 3-34. The most common of these comments were that solar did not make economic sense, that their roof was damaged or lacked space, they were just not interested, or faced restrictions due to their HOA or because they live in a condominium.

Table 3-31 Likelihood of Installing Solar with Battery
Likelihood of Installing Solar with
Battery Storage SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted Average Extremely or very likely 28% 21% 31% 19% 24%
Somewhat likely 16% 29% 25% 33% 27%
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Not so / not at all likely 56% 50% 44% 48% 48%
Table 3-32 Likelihood of Adding Battery to Solar
Likelihood of Adding Battery to Solar SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted Average
Extremely or very likely 15% 26% 20% 20% 20%
Somewhat likely 44% 22% 50% 20% 39%
Not so / not at all likely 41% 52% 30% 60% 41%
Table 3-33 Barriers to Installation of Solar and Battery Barriers to Solar and Battery SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted Average
Cost of purchase and installation of solar 60% 61% 68% 67% 64% Cost of purchase and installation of battery 62% 66% 61% 64% 64% Reliability of the technology 18% 16% 12% 21% 17%
Don't know enough information 13% 15% 15% 14% 15%
Does not work for my property or I do not own
my home 19% 15% 14% 14% 15%
Other 26% 22% 18% 29% 21%
Table 3-34 Coded Open Ended “Other” Barriers
Barriers Mentioned Number of
Responses
Site conditions (not roofing) 12
HOA / Condo association approval needed 10
Not cost effective / do not need 7
Roof type or condition 5
Hassle 3
Concerns about contractors/providers 3
Appearance 3
Longevity of technology 3
Interconnect cost / lower net metering rate 3
Environmental concerns 2
Expect lower battery costs/better technology in
future 1
Electrical upgrade 1
Other 14
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3.7.4 Induction Cooktops
When asked what information on induction cooktops would be of interest, information on differences in the technology from gas ranges was the most desired information (18% were interested in this). However, 49% were not interested in a cooktop and 19% already owned one.

Table 3-35 Interest in Information on Induction Cooktops Metric SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted
Average
Not interested at this time/not thinking about
buying an induction cooktop 54% 51% 47% 55% 49%
I already have one 18% 16% 20% 12% 19%
Induction cooktop user guides 15% 12% 11% 14% 13%
Information on differences between induction
cooktops and gas ranges 16% 15% 18% 14% 18%
Information on environmental impact of
induction cooktops 8% 12% 14% 8% 13%
Other 7% 6% 6% 7% 5%

3.7.5 2022- 2023 Trends in Awareness and Interest in Technologies Figure 3-2 through Figure 3-4 summarize trends in awareness of EVs, heat pump water heaters, and solar and battery. Overall, differences from 2022 to 2023 were within the range of sampling error.

Figure 3-2 Trends in Awareness of EVs
20%
30%
26%
21%
3%
19%
27%
31%
21%
2%
-5%
0%
5%
10%
15%
20%
25%
30%
35%
40%
I already own one I am interested in one
and have considered
buying one
I am interested in one,
but have not
considered buying one
I have heard of them,
but am not interested
in one
I have not heard of
them
Awareness of EVs
2023 2022
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Figure 3-3 Trends in Awareness of Heat Pump Water Heater Figure 3-4 Trends in Awareness of Solar with Battery
10%
16%
27%
32%
15%
7%
15%
31%
23% 24%
0%
5%
10%
15%
20%
25%
30%
35%
40%
I already own one I am interested in one
and have considered
buying one
I am interested in one,
but have not
considered buying one
I have heard of them,
but I am not
interested in one
I have not heard of
them
Awareness Heat Pump Water Heater
2023 2022
20%
9%
19%
22% 23%
6%
21%
6%
21%
26%
21%
4%
0%
5%
10%
15%
20%
25%
30%
35%
I already own solar I already own solar
+ battery
Have considered
installing a system
Have not
considered
installing a system
Not interested in
solar + battery
I have not heard of
it
Awareness of Solar with Battery
2023 2022
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3.8 Demographic Characteristics
The tables below summarize demographic characteristics.

Table 3-36 Number of People in the Household
Number of people in household* SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted Average
1 11% 16% 23% 17% 20%
2 46% 46% 41% 36% 30%
3 20% 19% 16% 18% 19%
4 15% 14% 10% 14% 18%
5 6% 5% 7% 11% 7%
6 or more 1% 1% 3% 5% 5%
Table 3-37 Language Spoken at Home
Languages spoken home* SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted Average
Only English is spoken* 69% 64% 56% 49% 58%
Spanish 8% 7% 6% 15% 12%
Mandarin 10% 12% 14% 11% 8%
Vietnamese * 1% 1% 1% 5% 4%
Tagalog 0% 2% 0% 1% 1%
Hindi 1% 4% 8% 5% 5%
Korean 1% 2% 2% 1% 2%
Japanese 3% 1% 4% 0% 2%
Other 13% 10% 17% 14% 13%
* Indicates statistically significant difference across all groups at the p < .05 level.

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Table 3-38 Race/Ethnicity
Race/Ethnicity* SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted
Average
White 63% 60% 43% 42% 49%
Japanese/Korean 13% 10% 15% 24% 17%
Chinese 17% 17% 24% 15% 12%
Indian/Pakistani 4% 8% 11% 10% 10%
Filipino 3% 4% 7% 2% 8%
Vietnamese 0% 1% 0% 8% 5%
Note: Race and ethnicity responses were recoded into the most prevalent groups in SVCE’s service territory. The Other category includes response from those who indicated “Other,” more than one category, and those from groups with smaller populations in the service territory.

Table 3-39 Hispanic, Latino, or Spanish Origin
Hispanic, Latino, or Spanish origin SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted Average
Yes 6% 9% 8% 25% 22%
No 94% 91% 92% 75% 78%
Table 3-40 Income
Income* SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted
Average
Less than $40,000 4% 8% 10% 20% 16%
Between $40,000 and $64,999 2% 6% 11% 12% 12%
Between $65,000 and $94,999 10% 8% 14% 12% 10%
Between $95,000 and $149,999 14% 22% 15% 18% 19%
Between $149,999 and $200,000 22% 13% 13% 14% 13%
Over $200,000 49% 43% 38% 24% 31%
*Indicates statistically significant difference across all groups at the p < .05 level.

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Table 3-41 Age
Age* SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted
Average
18-24 1% 3% 1% 3% 1%
25-34 9% 11% 24% 14% 13%
35-44 12% 17% 14% 27% 18%
45-54 14% 17% 18% 17% 18%
55-64 30% 17% 18% 16% 22%
65+ 34% 34% 24% 23% 27%
*Indicates statistically significant difference across all groups at the p < .05 level.

3.9 Home Characteristics
The tables below summarize home characteristics.

Table 3-42 Home Ownership
Home Ownership* SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted
Average
Own 76% 66% 49% 48% 58%
Rent 24% 34% 51% 52% 42%
*Indicates statistically significant difference across all groups at the p < .05 level.

Table 3-43 Internet Access
Internet Access SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted
Average
Cellular plan for smartphone or other mobile
device 95% 96% 93% 89% 92%
Home internet service such as cable, fiber
optic, satellite, or DSL service installed in this
household
97% 94% 94% 89% 91%
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Table 3-44 Home Type
Home Type SEVI 1 SEVI 2 SEVI
3 SEVI
4 Weighted
Average
Manufactured home 1% 2% 0% 1% 2%
Single-family house detached from any other house 72% 57% 39% 50% 53% Single family house attached to one or more other
houses, for example, duplex, row house, or
townhome
9% 16% 15% 19% 16%
Apartment in a building with 2 to 3 units 2% 3% 2% 6% 3% Apartment in a building with 4 or more units 15% 19% 41% 23% 24% Other [text box] 1% 3% 2% 2% 2%
*Indicates statistically significant difference across all groups at the p < .05 level Table 3-45 Heating Fuel Type
Heating fuel* SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted
Average
Natural gas 67% 67% 50% 56% 58%
Electricity 27% 31% 48% 40% 38%
Other 6% 2% 2% 4% 3%
Table 3-46 Water Heating Fuel
Water heating fuel SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted Average
Natural gas 86% 83% 70% 82% 81%
Electricity 8% 17% 30% 17% 18%
Other 5% 1% 0% 1% 2%
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Table 3-47 Plug-In Vehicles
Metric SEVI 1 SEVI 2 SEVI 3 SEVI 4 Weighted
Average
Own or lease electric vehicle with a plug* 32% 24% 16% 16% 21% A member of the household parks a
vehicle, of any type, within about 20 feet
of an electric outlet?*
70% 59% 50% 42% 54%
*Indicates statistically significant difference across all groups at the p < .05 level.

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4 Appendix 1: Survey Instrument
Screening

1. Our records say that you live at [ADDRESS]. Is that your current address?

1. Yes

2. No
[Display if Q1 = 2]

2. What city do you live in?

1. Campbell

2. Cupertino

3. Gilroy

4. Los Altos

5. Los Altos Hills

6. Los Gatos

7. Milpitas

8. Monte Sereno

9. Morgan Hill

10. Mountain View

11. Saratoga

12. Sunnyvale

13. Unincorporated Santa Clara County (including Alum Rock, Burbank, Cambrian Park, East Foothills, Lexington Hills, Loyola, San Martin, Fruitdale, and any other unincorporated location)

14. None of the above [Terminate survey: Display: Thank you for that information but you do not qualify for this survey.]
SVCE Awareness

3. From whom do you currently purchase electricity?
[Display if (Q3 contains “PGE” or “PG&E” or “Pacific” or “Gas” ) and (Q1 does not contain “SVCE” or “Silicon” or “Valley” or “Clean”, “SV”)] [Select ignore case]

4. It seems like you mentioned PG&E. PG&E provides your electricity delivery service. Do you know who provides your electricity generation service?

1. Yes (Who provides it?)

2. No

5. One of the electricity providers in your region is Silicon Valley Clean Energy. Which of the following describes your awareness of Silicon Valley Clean Energy?

1. You have heard of Silicon Valley Clean Energy before this survey

2. This is the first time you have heard of Silicon Valley Clean Energy Item 1e
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6. Which of the following statements about Silicon Valley Clean Energy, also known as SV Clean Energy, are true or false. Your best guess is fine.
[Response options: 1 = True, 2 = False]

1. SV Clean Energy is a community-owned, not-for-profit, public agency

2. SV Clean Energy electricity rates are lower than PG&E rates

3. SV Clean Energy provides electricity from renewable and clean energy sources

4. SV Clean Energy is a company, division, or branch of PG&E

7. You live in a community that SV Clean Energy provides electricity for. SV Clean Energy works with PG&E to provide your electricity service and you receive a monthly bill from PG&E for your electricity use.

Have you seen the SV Clean Energy Electric Generation charge on your electricity bill?

1. Yes

2. No or not sure

8. Before today, did you know that SV Clean Energy provides the electricity that you use?

1. Yes

2. No
Program Awareness

9. Have you heard of the following SV Clean Energy offers and services? [Response options: 1 = Yes, 2 = No]

1. eHub, online resource center

2. Rebates for efficient, electric appliances

3. FutureFit Homes rebates for heat pump water heaters and HVAC

4. GridShift EV Charging

5. Education Fund grants or the Empower Silicon Valley Film Competition

6. Don’t Homecrastinate education campaign

10. Have you received any emails or postal mail from SV Clean Energy?

1. Yes

2. No, not that you recall

11. If you have visited the SV Clean Energy website, by which means did to visit the site? (Select all that apply.)
[Multiselect. Randomize 2 – 7]

1. I have not visited the website [Exclusive]

2. Email

3. Online Ad
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4. Video Ad

5. Online search

6. Social media

7. Community newsletter
[Display if Q11 <> 1]

12. What have you visited the SV Clean Energy website for? Please select all that apply. [Multiselect]

1. Review electric rates

2. Learn more about payment assistance programs

3. Learn more about electric vehicles

4. Learn more about solar and batteries

5. Learn more about efficient, electric appliances

6. Other (specify)

13. How would you prefer to get information from SV Clean Energy on clean energy products and services? Please select up to three from the list below. [Multiselect. Limit to three selections. Randomize 1 -11]

1. Email

2. Postal mail

3. Radio advertisements

4. Local television station advertisement

5. Video streaming advertisement (such as YouTube or Hulu)

6. Newspaper

7. Facebook post

8. Twitter post

9. Instagram post

10. Nextdoor post

11. With energy bill

12. Some other way
[Display if Q13 = 12]

14. What other way do you think SV Clean Energy should use to inform you and your neighbors about the clean energy products and services they offer? Electrification Awareness and Education

15. Please mark if your perspective is that the following statements about all-electric homes are true or false.
[Scale: 1 = True, 2 = False]
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a) All-electric homes are more energy efficient
b) All-electric homes are expensive
c) All-electric homes improve indoor and outdoor air quality

16. The next few questions are about your attitudes towards fossil fuel use. Fossil fuels include coal, oil, natural gas, and propane.

17. Using a scale where 0 means not at all and 10 means a great deal, to what extent do you feel a personal responsibility to try to reduce the use of fossil fuels? [Scale: 0 (Not at all) – 10 (A great deal)]

18. Using the same scale, how much have you thought about your use of fossil fuels before today? [Scale: 0 (Not at all) – 10 (A great deal)]

19. Using a scale where 0 means not at all worried and 10 means extremely worried, how worried are you about your use of fossil fuels?
[Scale: 0 (Not at all worried) – 10 (Extremely worried)] Agreement & Disagreement Statements

20. Please mark how much you agree or disagree with the following statements.

21. Driving an electric vehicle is better for the environment than operating a standard gas vehicle.

1. Strongly agree

2. Somewhat agree

3. Neither agree nor disagree

4. Somewhat disagree

5. Strongly disagree

22. Using electricity to power your water heater is better for the environment than using natural gas.

1. Strongly agree

2. Somewhat agree

3. Neither agree nor disagree

4. Somewhat disagree

5. Strongly disagree

23. Using an electric, induction cooktop is better for the environment and safer for the user than using a gas stove.

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1. Strongly agree

2. Somewhat agree

3. Neither agree nor disagree

4. Somewhat disagree

5. Strongly disagree

24. Please rank the following considerations when making decisions about your home and the products you purchase in order from most important to least important.

Click and drag the options to rank them
[Randomize]

1. Environmental impacts

2. Health and safety

3. Cost

4. Convenience/performance
Awareness and Education of Specific Technologies

25. What is your level of awareness of electric vehicles (this includes both battery electric and plug-in hybrid vehicles)?

1. I already own one

2. I am interested in one and have considered buying one

3. I am interested in one, but have not considered buying one

4. I have heard of them, but am not interested in one

5. I have not heard of them [Skip to Q29]

26. What sources of information have you used to learn about electric vehicles? Please select all that apply.
[Multiselect. Randomize 1 -9]

1. I have not used any sources of information to learn about electric vehicles. [Make exclusive]

2. SV Clean Energy website (including the EV Assistant online tool)

3. Friend or family

4. Community workshops

5. News

6. Dealerships

7. Social media such as Facebook or Instagram

8. Automotive media such as magazines, websites, YouTube channels, television shows, or blogs

9. Other (specify)
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27. How likely are you to choose an electric vehicle for your next vehicle purchase?

1. Extremely likely

2. Very likely

3. Somewhat likely

4. Not so likely

5. Not at all likely

28. What are the biggest barriers you face to purchase or lease an electric vehicle? Please select up to three options.
[Multiselect. Limit to three selections. Randomize 1 -10]

1. Cost of purchasing or leasing an electric vehicle

2. Cost of operating an electric vehicle including electricity costs

3. Driving range of the vehicle

4. Reliability of the technology

5. Don’t know enough information about electric vehicles

6. Not enough models or styles to choose from

7. Not having a place to charge the vehicle at my home

8. Not knowing where I can charge it away from my home

9. Concern about the safety of electric vehicle battery systems

10. Unable to find one for sale

11. Other (specify)

29. What is your level of awareness of efficient, electric water heaters, also known as a heat pump water heater?

1. I already own one

2. I am interested in one and have considered buying one

3. I am interested in one, but have not considered buying one

4. I have heard of them, but I am not interested in one

5. I have not heard of them [Skip to Q33]

30. What sources of information have you used to learn about heat pump water heaters? Please select all that apply.
[Multiselect. Randomize 2 -11]

1. I have not used any sources of information to learn about heat pump water heaters. [Make exclusive]

2. SV Clean Energy website (including the Appliances Assistant online tool)

4. Friend or family

5. Community workshops
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6. News

7. Contractor

8. Plumber

9. Electrician

10. Do it yourself or home renovation media such as magazines, websites, YouTube channels, television shows, or blogs

11. Social media such as Facebook or Instagram

12. Other (specify)
[Display if Q29 = 2 or 3 (Asked if they are interested in a heat pump water heater)]

31. How likely are you to choose a heat pump water heater for your next water heater purchase?

1. Extremely likely

2. Very likely

3. Somewhat likely

4. Not so likely

5. Not at all likely
[Display if Q29 = 2 -4 (Is interested in a heat pump water heater or is not interested in one. Those who have a heat pump water heater or have not heard of them are not asked the question.)]

32. What are the biggest barriers you face to installing a heat pump water heater? Please select up to three options.
[Multiselect. Limit to three selections. Randomize 1 -8]

1. Cost of purchase and installation

2. Cost of electricity to heat water

3. Reliability of the technology

4. Don’t know enough information

5. Not enough available models

6. Can’t find a contractor who will install one

7. Need to upgrade electric system such as add an outlet, upgrade electric panel

8. Does not work for my property or I do not own my home

9. Other (Specify)

33. What is your level of awareness of rooftop solar paired with battery storage?

1. I already own a rooftop solar system without battery storage

2. I already own a rooftop solar system with battery storage

3. I am interested in rooftop solar with battery and have considered installing a system

4. I am interested in rooftop solar with battery, but have not considered installing a system

5. I have heard of it, but I am not interested in rooftop solar with battery

6. I have not heard of rooftop solar with battery [Skip to Q38]S Item 1e
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34. What sources of information have you used to learn about solar and battery storage? Please select all that apply.
[Multiselect. Randomize 2 -10]

1. I have not used any sources of information to learn about solar and battery storage. [Make exclusive]

2. SV Clean Energy website (including the Solar + Battery Assistant online tool)

3. Friend or family

4. Community workshops

5. News

6. Contractor

7. Plumber

8. Electrician

9. Do it yourself or home renovation media such as magazines, websites, YouTube channels, television shows, or blogs

10. Social media such as Facebook or Instagram

11. Other (Specify)
[Display if Q33 = 3 or 4 (is interested in solar and battery)]

35. How likely are you to install solar paired with battery storage in the next three years?

1. Extremely likely

2. Very likely

3. Somewhat likely

4. Not so likely

5. Not at all likely
[Display if Q33 = 1 (Has solar without battery storage)]?

36. How likely are you to add battery storage to your existing solar system in the next three years?

1. Extremely likely

2. Very likely

3. Somewhat likely

4. Not so likely

5. Not at all likely
[Display if Q33 = 1, 3, 4, or 5 (Has solar without battery, is interested in solar and battery system, or is not interested in solar and battery. Those who have solar and battery or who have not heard of solar and battery are not asked this question.)]

37. What are the biggest barriers you face for installing solar and a battery? Please select up to three options.
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1. [Display if Q33 = 3-5] Cost of purchase and installation of solar

2. Cost of purchase and installation of battery

3. Reliability of the technology

4. Don’t know enough information

5. Does not work for my property or I do not own my home

6. Other (specify)

38. Which purchases, if any, are you likely to make within the next three years (Select all that apply.) [Multiselect. Randomize 1 -6]

1. Smart thermostat

2. Home energy audit or evaluation

3. Induction cooktop

4. Heat pump heating and cooling system

5. Home EV charger

6. Electric yard and garden equipment

7. None of the above [Make exclusive]

39. Induction cooktops are an efficient, electric cooking surface that uses a magnetic field to heat cookware.

Thinking about buying an induction cooktop, which of the following would you be interested in? (Select all that apply.)
[Multiselect. Randomize 2 -5]

1. Not interested at this time/not thinking about buying an induction cooktop

2. I already have one

3. Induction cooktop user guides

4. Information on differences between induction cooktops and gas ranges

5. Information on environmental impact of induction cooktops

6. Other (please specify)
Demographics and Home Characteristics [Do not display title]

40. The next few questions are about you and your home. Like all of your responses, we will keep your answers confidential. However, you do not need to answer these questions if you do not want to.

41. Do you rent or own your home?

1. Own

2. Rent

98. Don’t know

99. Prefer not to answer

42. Do you or any member of your household have access to the internet using a:

Item 1e
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52 | P a g e
[Response options: 1 = Yes, 2 = No.]
a. Cellular data plan for a smartphone or other mobile device? b. Home internet service such as cable, fiber optic, satellite, or DSL service installed in this household?

43. Which of the following best describes your home?

1. Manufactured home

2. Single-family house detached from any other house

3. Single family house attached to one or more other houses, for example, duplex, row house, or townhome

4. Apartment in a building with 2 to 3 units

5. Apartment in a building with 4 or more units

6. Other [text box]

98. Don’t know

99. Prefer not to answer

44. What is the primary fuel type used to heat your home?

1. Natural gas

2. Electricity

3. Other [text box]

98. Don’t know

99. Prefer not to answer

45. What is the primary fuel type to operate your water heater?

1. Natural gas

2. Electricity

3. Other [text box]

98. Don’t know

99. Prefer not to answer

46. Do you or any member of your household own or lease an electric vehicle that has a plug?

1. Yes

2. No

98. Not sure

99. Prefer not to answer

47. Do you or any member of your household park a vehicle, of any type, within about 20 feet of an electric outlet?

1. Yes

2. No

98. Not sure
Item 1e
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99. Prefer not to answer

48. Including yourself, how many people lived in your home in 2021?

1. 1 person

2. 2 people

3. 3 people

4. 4 people

5. 5 people

6. 6 people

7. 7 people

8. 8 or more people

98. Don’t know

99. Prefer not to answer

49. What is your age group?

1. 18-24

2. 25-34

3. 35-44

4. 45-54

5. 55-64

6. 65+

99. Prefer not to answer
[Display if survey was administered in English]

50. What languages other than English are spoken at your home? [Multiselect]

0. Only English is spoken [Make exclusive]

1. Spanish

2. Mandarin

3. Vietnamese

4. Tagalog

5. Hindi

6. Korean

7. Japanese

8. Other

99. Prefer not to answer [Make exclusive]

51. Which of the following categories best describes your total household income in 2021?

1. Less than $40,000

2. Between $40,000 and $64,999

3. Between $65,000 and $94,999
Item 1e
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54 | P a g e

4. Between $95,000 and $149,999

5. Between $149,999 and $200,000

5. Over $200,000

98. Don’t know

99. Prefer not to answer

52. Are you of Hispanic, Latino, or Spanish origin?

1. Yes

2. No

99. Prefer not to answer

53. What is your race or ethnicity? (Select all that apply) [Multiselect]

1. White / Caucasian

2. Chinese

3. Vietnamese

4. Filipino

5. Japanese

6. Korean

7. Indian

8. Pakistani

9. Black / African American

10. Native American / Alaskan Native

11. Native Hawaiian

12. Other Pacific Islander

13. Other

99. Prefer not to answer [Make exclusive]
Thank You! That completes the survey.

Item 1e
Attachment 1
5 Appendix 2: Letter Recruitment
Item 1e
Attachment 1
ADM

EMEPUYRESEARCH

AMH FIM-UATIQH
Dear [FirstName].

I am contacting you on behalf of a local. pubic agency. You were selected to participate in a study on peoples’’ awareness of the energy and climate Initiatives in Santa Clara County. We need your feedback to help shape the services and ways your energy provider communicates withIts customers.

Can you help us by taking this survey? The survey takes about 10 to 15 minutes to complete, and your valuable feedback will be held in confidence. You can use any device with Internet (phone, computer or tablet) to take the survey.

To thank you for your time we are offering a $10Tango Rewards e-gifIcard, which can be redeemed online at a vanetyof retailers, to the first 150 customers that complete the survey. To participate and receive the gift card, you must complete the survey by (Date].

Scan with your phone camera or use the link and access code start. [OR Code] SURVEY LINK: admenergy.com/awareness.survey
SURVEY ACCESS CODEl (Access Code]
Thank you for your input!
ADM Associates
Estimado/a (FirstName]:

Me comumco con usted en nombre de una agenda publica local. Ha sldo seleccionado/a para partlcipar en un estudio sobre el conoclmiento de las personas acerca de las Iniclativas energettcas y chmatlcas en el condado de Santa Clara. Necestamos suscomentarlos para ayudara dar forma a los services y los modosen que su proveedor de energi'a se cornunlca con sus chentes.
tPuede ayudarnos respondiendo esta encuesta? Completar la encuesta Ie llevara entre 10 y 15 minutes, y se mantendra la oonfldenclahdad de sus vallososcomentarlos. Puede usar cualquler disposltivocon Internet Itelefono, computadora o tableta) para responder la encuesta.

Para agradecerle su tlempo, ofrecemosa los pnmeros 150 clientes que completen la encuesta una tarjeta de regale electronica de Tango Rewards de $10. que se puede caveat en lines en una vanedad detlendas mmorlstas. Para participar y recibir la tarjeta de regain. debe completar la encuesta antes del [Date].

Escaneecon la camara de su telefonoo use el enlace y el cbdigo de acceso para comenzar. [OR Code) Encuesta: admenergy.com/awareness.survey
Cbdigo encuesta: [Access Code]
iGradas por su aporte!
ADM Associates
Trouble taking the survey? / £T»enc prohlmat para rcala*r la cncticsta?Contact/ Dontacta ADM 5urvcv19 energycom ADM conducts nilio sjopert mcarch and nahiitlMi 1he energy sector.Survey data arc not shared wrtth fire parties lor marknlnR purposes Dim f jI privacy statement is aval abe here: admwwqjy.CEmi'prMicy ADM tealIza "^icstlgaclanes para apoyar la Invcstgacjon y evahjaadn cn <■ sectormaqinw. Los dartM de as cncucstas no se compalcn ren icruros para fines de marteting Nuesira declare(dn de pruvaddad uampcta «la dlspondble aq^t adtncncr^.cam/pflwcv ADM Associates, Inc.

Item 1e
Attachment 1
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They mjt cho mbt cor quan cdng cdng dia phucmg, tdl dang h^n he vdri quy v| bang thir nby.

Quy vi da dope chon de tham gia vbo mbt nghibn ctru vinhbn there cua moi nguin vi cAc sang kl€n nAng lixang va khi hbu tai Quan Hat Santa Ciara. Chung tdi ebn phbn hdl cua quy vl de giup dmh hinh cAc dich vu vi each nha cung cap nbng luong cua quy v| giao t,ep voi khach hang cua minh.

Quy v| cd thb giup chung tdi bang each tham gia cube khbo sat nay khdng? Cube khao sat mat khoang 10 den IS phiit dd hoan thanh vb phbn hbi cd gia tri cua quy v| sb duoc giubi mat. Quy vl cd th4 sir dung bat ky thibt bi nao cd kit ndl internet Idien thoai, may tinh hoac may tinh bang)di there hl$n khbo sat.

Dd cbm an quy vl da dbnh thin gian, chung ten si cung cbp the qua tangdien tir Phbn Thuhmg Tango $10, cd thi duoc dbl true tuydn tai nhliu nha ban Id, cho ISO khbeh hang dau tldn hoan thanh khbo sat. De tham gia vd nhhn the qub tbng, quy v| phdi hoan thanh khbo sat trudc [Date)a.

Quit bdng camera dien thoai cua ban hodc sir dung Ilin ket va mb truy cap dibat dhu. (QR Code] str khao sdL admenergy.com/awareness.survey
mb truy cap khao sdt: (Access Code]
Xin cbm on thong tin dau vbo cua quy v|!
ADM Associates
ISFtmSHMMi^ll ? / GSp Mia khan kNtlurc hlpn khaout? HhJ uanhd ADM Surwyl9119wrvirvsadmenerg|i.cr»n ADM«nna?EBC5w«««Mna?E«4tt
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Subject: We want to hear your thoughts
Dear [FirstName],
I am contacting you on behalf of a local, public agency.

You were selected to participate in a study on peoples’ awareness of the energy and climate initiatives in Santa Clara County. We need your feedback to help shape the services and ways your energy provider communicates with its customers.

Can you help us by taking this survey?
The survey takes about 10 to 15 minutes to complete, and your valuable feedback will be held in confidence.

To thank you for your time we are offering a $10 Tango Rewards e-gift card, which can be redeemed online at a variety of retailers, to the first 150 customers that complete the survey. To participate and receive the gift card, you must complete the survey by [Date].

Click Here to Start the Survey
You can use any device with internet (phone, computer or tablet) to take the survey. If you can't click the link above, please copy and paste this link into your browser:
[ADD SURVEY LINK]
Thank you for your input!
ADM Associates
Hola [FirstName],
Te escribo de parte de una agencia pública local.

Te seleccionamos para participar en un estudio para conocer lo que saben las personas sobre iniciativas de energía eléctrica y clima en el Condado de Santa Clara. Tu opinión nos ayudará a diseñar los servicios y las formas en que los proveedores se comunican con sus clientes. ¿Nos ayudarías contestando esta encuesta?
Item 1e
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ADM Associates, Inc.

Te tomará entre 10 y 15 minutos contestar la encuesta, y tu valiosa opinión se mantendrá confidencial.

Como agradecimiento por tu tiempo, te ofrecemos una tarjeta electrónica de $10 de Tango Rewards que podrás usar en una gran cantidad de tiendas; esta tarjeta está disponible para los primeros 150 clientes que completen la encuesta. Para participar y recibir la tarjeta de regalo, debes completar la encuesta antes del [DATE].

Haz clic aquí para comenzar la encuesta
Puedes usar cualquier dispositivo conectado a internet (teléfono, computadora o tableta) para contestar la encuesta. Si no puedes hacer clic en el enlace anterior, copia y pega este enlace en tu navegador:

SURVEY LINK
¡Gracias por tu opinión!
ADM Associates
ADM realiza investigaciones para apoyar la investigación y evaluación en el sector energético. Los datos de las encuestas no se comparten con terceros para fines de marketing. Nuestra declaración de privacidad completa está disponible aquí: admenergy.com/privacy 尊敬的 [FirstName]，
我代表当地的一家公共机构与您联系。
您被选中参与一项关于人们对圣克拉拉县能源和气候倡议的了解程度的研究。我们需要您的反馈
来帮助塑造相关服务以及您的能源供应商与其客户进行沟通的方式。
您能帮助我们完成这项调查吗？
完成本调查大约需要10到15分钟，您的宝贵反馈将予以保密。
为答谢您的参与，我们将向完成调查的前150位客户提供一张价值10美元的Tango Rewards电子礼
品卡，该礼品卡可在多家零售商处在线兑换。您必须在[DATE]日之前完成本调查，方可参加活动
并获得礼品卡。
Item 1e
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ADM Associates, Inc.
点击此处开始本调查
您可以使用任何联网设备（手机、电脑或平板电脑）参加调查。如果您无法点击上面的链接，请
复制此链接并将其粘贴到您的浏览器中：

SURVEY LINK
感谢您提供意见！
ADM Associates
ADM进行的研究旨在支持能源领域的研究和评估。我们不会将调查数据与第三方共享用于市场营销目的。我们完整的隐私声明可在此处查看：admenergy.com/privacy
Thân gửi [FirstName],
Tôi thay mặt cơ quan địa phương, cộng đồng liên hệ với bạn.

Bạn đã được chọn tham gia vào một nghiên cứu về nhận thức của con người đối với các sáng kiến năng lượng và khí hậu tại Quận Santa Clara. Chúng tôi cần phản hồi của bạn để giúp định hình các dịch vụ và cách nhà cung cấp dịch vụ năng lượng của bạn giao tiếp với khách hàng.

Bạn có thể giúp chúng tôi bằng cách tham gia khảo sát này được không? Khảo sát sẽ mất khoảng 10 đến 15 phút để hoàn thành và các phản hồi quý giá của bạn sẽ được giữ bảo mật.

Để cảm ơn bạn vì đã dành thời gian tham gia, chúng tôi sẽ tặng bạn một thẻ quà tặng điện tử Tango Rewards trị giá $10, bạn có thể đổi thẻ trực tuyến tại nhiều cửa hàng bán lẻ khác nhau, dành cho 150 khách hàng đầu tiên hoàn thành khảo sát này. Để tham gia và nhận thẻ quà tặng, bạn phải hoàn thành khảo sát chậm nhất vào ngày 30 tháng 8 năm 2023.

Nhấp vào Đây để Bắt Đầu thực hiện Khảo Sát
Item 1e
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ADM Associates, Inc.

Bạn có thể sử dụng bất kỳ thiết bị nào có kết nối mạng (điện thoại, máy tính hoặc máy tính bảng) để thực hiện khảo sát. Nếu bạn không thể nhấp vào liên kết bên trên, vui lòng sao chép và dán liên kết đó vào trình duyệt của bạn:
[SURVEY LINK]
Cảm ơn ý kiến đóng góp của bạn!
ADM Associates
ADM tiến hành nghiên cứu để hỗ trợ nghiên cứu và đánh giá trong lĩnh vực năng lượng. Dữ liệu khảo sát không được chia sẻ với bên thứ ba vì mục đích tiếp thị. Bản tuyên bố về quyền riêng tư đầy đủ của chúng tôi có tại đây: admenergy.com/privacy Item 1e
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Silicon Valley Clean Energy Board of DirectorsMarch 13, 2024

Silicon Valley Clean Energy Board of Directors
March 13, 2024