Agenda packet — Silicon Valley Clean Energy Board of Directors, April 10, 2024 (part 1 of 2)

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

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
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 Silicon Valley Clean Energy Authority
Board of Directors Meeting
Wednesday, April 10, 2024
7:00 pm
Cupertino Community Hall
10350 Torre Avenue
Cupertino, CA
Administrative Conference Room, Gilroy City Hall
7351 Rosanna St.

Gilroy, CA 95020
1101 Sunset Dr.

Broomfield, CO 80020
Teleconference Meeting
Webinar:
https://cityofcupertino.zoom.us/j/91281015012
Telephone (Audio Only):

US: +1 669-900-6833
Webinar ID: 912 8101 5012
SILICON VALLEY <3/ CEAN ENERGY

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AGENDA
Call to Order
Roll Call
Public Comment on Matters Not Listed on the Agenda
The public may provide comments on any matter not listed on the Agenda provided that it is within the subject matter jurisdiction of SVCE. Speakers are customarily limited to 3 minutes each, however, the Board Chair may increase or decrease the time allotted to each speaker based on the number of speakers, the length of the agenda and the complexity of the subject matter. Speaking time will not be decreased to less than one minute.

Consent Calendar (Action)
1a) Approve Minutes of the March 13, 2024, Board of Directors Meeting 1b) Receive February 2024 Treasurer Report
1c) Adopt Resolution Approving Amended Conflict of Interest Code to Amend Two Position Titles and Add Position of Director of Regulatory, Policy and Planning
1d) Authorize the Chief Executive Officer to Execute a Three-Year Agreement with Bellawatt for the SVCE eHub, Online Customer Resource Center for a Total Not-to-Exceed $667,500
1e) Authorize the Chief Executive Officer to Execute Agreement Amendment with ev.energy for GridShift: EV Charging Program to Add $250,000 For an Additional One-Year Term
1f) Approve Resolution Authorizing the Chief Executive Officer to Execute Master Agreement with Dynasty Power Inc. to Enable the Execution of Energy Transactions
1g) Receive Update on the California Electric Vehicle Infrastructure Project

1.0 (CALeVIP) Program Budget Reallocation
1h) Receive Updates to Street Light (SL) and Traffic Control (TC) Rate Components
1i) California Community Power Report
SILICON VALLEY <3/ CEAN ENERGY

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SILICON VALLEY

CEAN 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/ CEAN ENERGY
Silicon Valley Clean Energy Revised: February 7, 2024
2 DER – Distributed Energy Resource – A small-scale unit of power generation that operates locally and is connected to a larger power grid at the distribution level.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Silicon Valley Clean Energy Authority
Board of Directors Meeting
Wednesday, March 13, 2024
7:00 pm
Cupertino Community Hall
10350 Torre Avenue
Cupertino, CA

DRAFT MEETING MINUTES
Call to Order:

Chair Walia called the meeting to order at 7:01 p.m.

Roll Call

Present:

Tina Walia (Chair), Saratoga
George Tyson (Vice Chair), Los Altos Hills
Elliot Scozzola, Campbell
Sheila Mohan, Cupertino
Zach Hilton, Gilroy
Sally Meadows, Los Altos
Maria Ristow, Los Gatos
Evelyn Chua, Milpitas
Burton Craig, Monte Sereno
Tanya Carothers, Morgan Hill
Margaret Abe-Koga, Mountain View
Larry Klein, Sunnyvale
Otto Lee, Santa Clara County

Absent:

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

Acknowledge CEO Girish Balachandran and Adopt Resolution Commending His Leadership as SVCE’s Chief Executive Officer
Chair Walia thanked CEO Girish Balachandran for his six years of service as Chief Executive Officer of SVCE.

Director Lee expressed his appreciation for CEO Balachandran’s leadership and presented CEO Balachandran with a commendation from the Santa Clara County Board of Supervisors.

Board members shared their gratitude and thanks to CEO Balachandran for his leadership.

Chair Walia opened Public Comment.

No speakers.

Chair Walia closed Public Comment.

Item 1a Draft Minutes: 3/13/24 BOD Meeting
SILICON VALLEY \3/ CEAN ENERGY

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MOTION: Alternate Director Abe-Koga moved and Director Lee seconded the motion to adopt Resolution 2024-03 Commending Girish Balachandran for his leadership as SVCE’s Chief Executive Officer.

The motion carried unanimously with all board members present.

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 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 MOTION: Director Klein moved and Alternate Director Abe-Koga seconded the motion to approve the Consent Calendar, Items 1a through 1k.

The motion carried unanimously with all members present.

Regular Calendar
2) CEO Report (Discussion)
CEO Girish Balachandran thanked the SVCE Board for their support in his retirement send-off, and addressed the following in his report:
1) Introduction to SVCE’s newest team members: 1) David Hicks, Data Engineer, and 2) Kaila Kiefer, Decarbonization Fellow; both provided brief comments. 3) Receive Audit Results and Accept the Findings from Independent Auditor (Action) Amrit Singh, CFO and Director of Administrative Services, introduced the item and Kellin Gilbert of Pisenti and Brinker, LLP. Mr. Gilbert presented the audit results of the current year audit, which was a “clean” audit opinion; reviewed roles and responsibilities of management and the auditor; reviewed audit procedures; and outlined required board communications.

Item 1a Draft Minutes: 3/13/24 BOD Meeting

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Director Mohan, speaking on behalf of the Audit Committee as the committee’s Vice Chair, reported the Audit Committee met February 29, 2024 and discussed the preliminary audit results. At that meeting, the committee unanimously voted to recommend the SVCE Board of Directors accept the audit report and its findings.

Chair Walia opened Public Comment.

No speakers.

Chair Walia closed Public Comment.

MOTION: Director Chua moved and Vice Chair Tyson seconded the motion to accept the Year-End Financial Statements and Independent Auditor’s Report for FY 2022-23.

The motion carried unanimously with all members present. 4) Adopt Resolution Approving the Mid-Year 2023-24 Adjusted Operating Budget (Action) CFO and Director of Administrative Services Singh presented the mid-year 2023-24 adjusted operating budget, which projects contributing $112.6 million to the reserves, for the Board’s consideration and reviewed the following:
• Budget timeline
• Changes Since the Adoption of the Adjusted Budget in December • Mid-year and Adjusted Budget Key Line Items
• 5-yr Reserve Projections; and
• Staffing Update
CFO and Director of Administrative Services Singh responded to board member questions regarding hedging, PG&E rate increases, and SVCE’s discount and what is reflected in the budget.

Chair Walia opened Public Comment.

Bruce Karney commented on the Power Charge Indifference Adjustment (PCIA), and noted he would like to know what a roadmap to a zero PCIA would look like, and hoped staff would be requested to develop the forecast.

Chair Walia closed Public Comment.

MOTION: Director Lee moved and Director Scozzola seconded the motion to approve the mid-year 2023-24 Adjusted Operating Budget by adoption of Resolution 2024-05.

The motion carried unanimously with all members present. 5) Adopt Resolution Approving Funding Allocations for Decarbonization Programs (Action) Justin Zagunis, Director of Decarbonization Programs and Policy, presented a request for the SVCE Board of Directors to approve initial funding allocations and details for the following programs:
• Expanded single family home electrification (renters, lower costs) • Customer awareness (experiential and marketing)
• E-mobility incentives
• C&I projects
• Workforce
• Other
Director of Decarbonization Programs and Policy Zagunis reviewed objectives for each program and impacts, in addition to the planned allocation.

Item 1a Draft Minutes: 3/13/24 BOD Meeting

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Chair Walia opened Public Comment.

No speakers.

Chair Walia closed Public Comment.

MOTION: Director Klein moved and Director Lee seconded the motion to adopt Resolution 2024-06 approving funding allocations for decarbonization programs as presented below by staff.

Allocation Category Planned Program Elements Allocation Expanded single family
home electrification
(renters, lower costs,
etc.)
• No-cost installs for income-qualified
• “Turnkey” installs using SVCE-selected contractor,
with customer co-payment
• Emergency water heater replacement that supports
electrification
• Aggregating projects to test electrification of entire neighborhoods at once
• Support for portable, window-unit heat pumps
+$16.00M
Customer awareness
(experiential and
marketing)
• Grants for community-specific projects and
programs supporting decarbonization to agencies
and local organizations
• Updated online resources in SVCE’s eHub
• Funds for marketing current and upcoming
programs to increase uptake
+$11.50M
E-mobility incentives • Income-qualified electric vehicle (EV) rebates and education activities
• Income-qualified e-bike incentives
+$2.00M
Workforce • Enhance regional electrification workforce efforts in partnership with local initiatives and stakeholders +$1.30M Commercial and
Industrial (C&I) projects
• Technical support and decarbonization incentives for
C&I customers +$2.00M
Other • Support demand flexibility (and virtual power plant) enrollment and responsiveness
• Third-party evaluation of new programs
+$0.75M
TOTAL +$33.55M
The motion carried unanimously with all members present. 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)
Director of Decarbonization Programs and Policy Zagunis and Leanna Huynh, Senior Community Programs Specialist, presented a request for the Board of Directors to approve an agreement with Franklin Energy Services, LLC to deploy the Single-family Home Installation program.

Staff responded to board member questions and comments regarding the scope of the agreement and partnership with Peninsula Clean Energy, a request to develop videos to show how program processes work, and communication with contractors.

Item 1a Draft Minutes: 3/13/24 BOD Meeting

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Chair Walia opened Public Comment.

No speakers.

Chair Walia closed Public Comment.

MOTION: Director Klein moved and Director Scozzola seconded the motion to authorize the Chief Executive Officer to execute an agreement with Franklin Energy Services, LLC with non-substantive changes approved by the CEO and subject to final review and approval by General Counsel.

The motion carried unanimously with all members present.

Board Member Announcements and Future Agenda Items
Director Klein announced an invite to the City of Sunnyvale’s City Hall grand opening of the six acres of open space around City Hall on earth day, April 20, 2024 from 11:00 a.m. to 3:00 p.m.

Chair Walia announced she, along with Director Martinez Beltran, attended CalCCA’s Lobby Day and thanked SVCE’s Director of Government and Legislative Affairs Bena Chang.

Adjourn
Chair Walia adjourned the meeting thanking CEO Balachandran for his stellar leadership and great service at 8:51 p.m.

ATTEST:
_____________________________
Andrea Pizano, Board Secretary
Item 1a Draft Minutes: 3/13/24 BOD Meeting
1 TREASURER REPORT
Fiscal Year to Date
As of February 29, 2024
(Preliminary & Unaudited)
Issue Date: April 10, 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 16-21
Item 1b Draft Treasurer Report: February 2024
SILICON VALLEY <3/ CEAN ENERGY
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Balance Sheet Highlights:
> SVCE operations resulted in a change in net position of $17.5 million for the month of February and $69.4 million for fiscal-year-to-date (FYTD).* > Total Net Position increased further to $394 million. > SVCE is investing ~96.5% of available funds generating FYTD interest/dividend income of over $9 million. *Does not yet recognize unspent program dollars
**For reconciliation purposes, budget numbers include actual program expenses and depreciation, excludes GASP 87 expenses.

SVCE Yield-bearing Accounts:

Combined Ending Balance* 362.7 M
Total Interest/Div. Earned FYTD 9.0 M
Average Return On Investments** 5.3%
* 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)
February 29, 2024
330.2 M
394.0 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) 243
273 289 293 307
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 $ 8,969.6 K
$ 1,312.2 K
$ 2,670.2 K
$ 1,928.0 K
$ 2,151.1 K
$ 908.1 K
$ 0 K
$ 1,500 K
$ 3,000 K
$ 4,500 K
$ 6,000 K
$ 7,500 K
$ 9,000 K
$ 10,500 K
$ 12,000 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)
64%
PFM Asset Management
Investment Portfolio
30%
SVCE Accounts
*Includes investment income from SVCE Yield-bearing accounts plus interest on cash collateral *Adjusted to reflect the Mid-Year Budget (approved in March 2024) revisions Item 1b Draft Treasurer Report: February 2024
1111111
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Summary of Actual Results vs. Adjusted Budget (includes allocated but unspent program dollars):
> FYTD operating margin of $74.2million or 35.2% is above the Mid-Year budget expectations of 30.5% operating margin for the fiscal year to date. > FYTD Power Supply costs are -5.1% below Mid-Year budget. > Retail GWh sales for the month of February and FYTD landed 2.8% and 0.4 % above Mid-Year budget respectively.

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

Revenue 43.7 M 42.4 M 2.9% 210.8 M 207.0 M 1.8%
Power Supply Cost 24.3 M 30.9 M -21.5% 136.5 M 143.8 M -5.1% Operating Margin 19.4 M 11.5 M 68.2% 74.2 M 63.2 M 17.5% Operating Expenses (ex Power) 2.1 M 2.8 M -25.2% 10.3 M 12.7 M -19.4% Other Non-Op. Expen. (Income) -1.0 M -1.1 M -9.8% 45.7 M 50.0 M -8.7% Net Increase in Available Fund
Balance 18.3 M 9.8 M 86.1% 18.3 M 0.4 M 4196.2%
Customer Load Statistics:

Total Accounts 278,724
Opt-Out Accounts (Month) 102
Opt-Out Accounts (FYTD) 311
Opt-Up Accounts (Month) (11)
Opt-Up Accounts (FYTD) (65)
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. $ - $ 20,000,000 $ 20,000,000 $ -
October - December - mainly reflects lower operating expenses and higher investment income as revenue and power supply cost were actualized during the Mid-Year budgeting.
$ 56,617,120 $ 85,018,809 $ 31,062,000 $ 2,660,311
$ 5,483,032 $ 9,039,642 $ 4,300,000 $ 1,433,640
Staffing vacancies, underrunning professional services, and lower marketing expenses Reflects higher Interest Income
Reflects budgetary transfers to program funds

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights** ($ in millions)
February 29, 2024
February Fiscal YTD
January - February - customer demand/revenues slightly above SVCEs mid-year forecast, while lower power supply cost and other operating expenses combined with higher interest income elevated the net position.
$ 9,446,460 $ 9,338,142 $ - $ 108,318
2.8% higher than budgeted customer load for February.

Beginning Balance End Balance YTD Contributions YTD Expenditures Lower costs on SVCE's net open position, environmental products and resource adequacy. 985 K
2,424 K
1,344 K
4,636 K
8,466 K
0 M
1 M
2 M
3 M
4 M
5 M
6 M
7 M
8 M
9 M
Oct Nov Dec Jan Feb
Net Increase in Available Fund Balance
Comparing Actuals to Mid-Year Budget
250,762
250,737
250,862
251,097
251,320
27,474
27,464
27,450
27,426
27,404
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

90.9%
Personnel

3.3%
Contract
Services

3.3%
G & A

2.3%
Depreciation

0.2%
YTD Operating Expenses
Item 1b Draft Treasurer Report: February 2024
1 1 1 1
r
r
1 1 11111
I
3 Current Assets
Cash & Cash Equivalents $ 266,073,100
Accounts Receivable, net of allowance 40,795,281
Investments 37,758,443
Accrued Revenue 27,455,837
Other Receivables 2,861,815
Prepaid Expenses 2,410,699
Deposits 8,950,298
Restricted cash 165,402
Total Current Assets 386,470,875
Noncurrent assets
Capital assets, net of depreciation 400,611
Investments 74,808,779
Lease asset, net of amortization 642,000
Deposits 45,130
Total Noncurrent Assets 75,896,520
Total Assets 462,367,395
Current Liabilities
Accounts Payable 1,845,516
Accrued Cost of Electricity 36,112,244
Other accrued liabilities 2,192,475
User Taxes and Energy Surcharges due to other gov'ts 1,392,394 Supplier securit deposits 1,095,000
Lease liability 519,424
Total Current Liabilities 43,157,053
Noncurrent Liabilities
Supplier security deposits 25,053,125
Lease liability 182,831
Total noncurrent liabilities 25,235,956
Total Liabilities 68,393,009
Net investment in capital assets 340,356
Restricted for security collateral 165,402
Unrestricted (deficit) 393,468,628
Total Net Position $ 393,974,386

NET POSITION

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF NET POSITION
As of February 29, 2024
ASSETS

LIABILITIES
Item 1b Draft Treasurer Report: February 2024
4 OPERATING REVENUES
Electricity Sales, Net $210,002,692
GreenPrime electricity premium 652,476
Liquidated damages 75,000
Other income 20,690
TOTAL OPERATING REVENUES 210,750,858

OPERATING EXPENSES
Cost of Electricity 136,533,451
Contract services 5,032,836
Staff compensation and benefits 4,948,405
Other operating expenses 3,458,016
Depreciation 265,327
TOTAL OPERATING EXPENSES 150,238,035
OPERATING INCOME(LOSS) 60,512,823

NONOPERATING REVENUES (EXPENSES)
Interest Income 8,969,564
Financing costs (43,816)
TOTAL NONOPERATING REVENUES (EXPENSES) 8,925,748
CHANGE IN NET POSITION 69,438,571
Net Position at beginning of period 324,535,815
Net Position at end of period $393,974,386

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES
October 1, 2023 through February 29, 2024

AND CHANGES IN NET POSITION
Item 1b Draft Treasurer Report: February 2024
5 CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers $ 226,263,503
Receipts of security deposits 26,260,840
Other operating receipts 11,190
Payments to suppliers for electricity (186,432,407)
Payments for other goods and services (9,777,176)
Payments for staff compensation and benefits (4,905,764) Tax and surcharge payments to other governments (3,872,342) Net cash provided (used) by operating activities 47,547,844

CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES
Finance costs paid (43,816)
Net cash provided (used) by financing activities (43,816)

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Payments of lease liability (216,175)
Acquisition of capital assets (59,079)
Net cash provided (used) by capital and related
financing activities (275,254)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments (43,083,913)
Proceeds from investment sales 23,309,976
Investment income received 8,089,160
Net cash provided (used) by investing activities (11,684,777) Net change in cash and cash equivalents 35,543,997
Cash and cash equivalents at beginning of year 230,694,505 Cash and cash equivalents at end of period $ 266,238,502 Reconciliation to the Statement of Net Position
Cash and cash equivalents (unrestricted) $ 266,073,100
Restricted cash 165,402
Cash and cash equivalents $ 266,238,502

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF CASH FLOWS
October 1, 2023 through February 29, 2024
Item 1b Draft Treasurer Report: February 2024
6 Operating Income (loss) $ 60,512,823
Adjustments to reconcile operating income to net cash
provided (used) by operating activities
Depreciation expense 265,327
(Increase) decrease in accounts receivable 9,094,112
(Increase) decrease in other receivables 1,697,348
(Increase) decrease in accrued revenue 2,976,285
(Increase) decrease in prepaid expenses (1,057,522)
(Increase) decrease in current deposits 16,652,181
Increase (decrease) in accounts payable (1,001,722)
Increase (decrease) in accrued cost of electricity (45,469,714) Increase (decrease) in accrued liabilities (11,169)
Increase (decrease) in energy settlements payable 2,977,426 Increase (decrease) in taxes and surcharges due to other governments (334,406) Increase (decrease) in supplier security deposits 1,246,875 Net cash provided (used) by operating activities $ 47,547,844

RECONCILIATION OF OPERATING INCOME (LOSS) TO NET

CASH PROVIDED (USED) BY OPERATING ACTIVITIES

SILICON VALLEY CLEAN ENERGY AUTHORITY
STATEMENT OF CASH FLOWS (Continued)
October 1, 2023 through February 29, 2024
Item 1b Draft Treasurer Report: February 2024
7 FYTD FYTD FY 2023-24 FY 2023-24 `
OPERATING REVENUES Actual Mid-Year Budget $ % Mid-Year Budget Remaining Budget Energy Sales $210,002,692 $206,332,346 $3,670,346 1.8% $550,852,000 $340,849,308 Green Prime Premium 652,476 660,586 -$8,110 -1.2% 1,962,000 1,309,524 Other Income 95,690 20,833 74,857 359.3% 50,000 (45,690) TOTAL OPERATING REVENUES 210,750,858 207,013,765 3,737,093 1.8% 552,864,000 342,113,142

ENERGY EXPENSES
Power Supply 136,533,451 143,846,361 (7,312,910) -5% 365,617,000 229,083,549 Operating Margin 74,217,407 63,167,404 11,050,003 17% 187,247,000 113,029,593

OPERATING EXPENSES
Data Management 1,293,530 1,421,875 (128,345) -9% 3,413,000 2,119,470 PG&E Fees 497,916 612,500 (114,584) -19% 1,470,000 972,084 Salaries & Benefits 4,948,405 5,510,865 (562,460) -10% 14,818,000 9,869,595 Professional Services 1,794,948 3,421,031 (1,626,083) -48% 8,210,000 6,415,052 Marketing & Promotions 360,672 520,625 (159,953) -31% 1,250,000 889,328 Notifications 115,764 131,250 (15,486) -12% 315,000 199,236 Lease 220,413 229,688 (9,275) -4% 551,000 330,587
General & Administrative 1,020,083 871,369 148,714 17% 2,091,000 1,070,917 TOTAL OPERATING EXPENSES 10,251,731 12,719,203 (2,467,472) -19% 32,118,000 21,866,269 OPERATING INCOME/(LOSS) 63,965,676 50,448,201 13,517,475 27% 155,129,000 91,163,324

NON-OPERATING REVENUES
Investment Income 8,969,564 5,361,361 3,608,203 67% 12,867,000 3,897,436 TOTAL NON-OPERATING REVENUES 8,969,564 5,361,361 3,608,203 67% 12,867,000 3,897,436

NON-OPERATING EXPENSES
Financing 36,607 1,250 35,357 2829% 3,000 (33,607)

CAPITAL EXPENDITURES, TRANSFERS,
& OTHER
Capital Outlay 55,612 20,833 34,779 167% 50,000 (5,612) 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 (108,318) - (108,318) n/a - 108,318 Transfer from CRCR Fund - customer bill relief (690,250) - (690,250) n/a - 690,250 TOTAL OTHER USES 54,619,044 55,382,833 (763,789) -1% 55,412,000 792,956

NET INCREASE(DECREASE) IN AVAILABLE
FUND BALANCE $18,279,589 $425,479 $17,854,110 4196% $112,581,000 Variance

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2023 through February 29, 2024
Item 1b Draft Treasurer Report: February 2024
8 ACTUAL/

MY BUDGET MID-YEAR
REVENUE & OTHER SOURCES: MY 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 2,660,311 24,439,683 9.8% Net increase (decrease) in fund balance $ 3,962,006 $28,401,689 Fund balance at beginning of period 56,617,120
Fund balance at end of period $85,018,809

ACTUAL/

MY BUDGET MID-YEAR
REVENUE & OTHER SOURCES: MY 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 3,535,082 743,390 2,791,692 21.0% Total Program expenditures 7,835,082 1,433,640 6,401,442 Net increase (decrease) in fund balance $ (3,535,082) 3,556,610 Fund balance at beginning of period 5,483,032
Fund balance at end of period $9,039,642

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2023 through February 29, 2024

CUSTOMER RELIEF & COMMUNITY RESILIENCY FUND

GENERAL PROGRAM FUND
BUDGETARY COMPARISON SCHEDULE*
October 1, 2023 through February 29, 2024
Item 1b Draft Treasurer Report: February 2024
9 ACTUAL/

MY BUDGET MID-YEAR
REVENUE & OTHER SOURCES: MY BUDGET ACTUAL REMAINING BUDGET Transfer from Operating Fund * $ - $ - $ - n/a
EXPENDITURES & OTHER USES:

Program expenditures * 600,000 108,318 491,682 18.1%
Net increase (decrease) in fund balance $ (600,000) (108,318) Fund balance at beginning of period 9,446,460
Fund balance at end of period $9,338,142

ACTUAL/

MY BUDGET MID-YEAR
REVENUE & OTHER SOURCES: MY 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 February 29, 2024

ELECTRIFICATION DISCOUNT FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2023 through February 29, 2024
Item 1b Draft Treasurer Report: February 2024
10 Net Increase (decrease) in available fund balance
per budgetary comparison schedule $ 18,279,589
Adjustments needed to reconcile to the changes
in net position in the Statement of Revenues,
Expenses and Changes in Net Position
Subtract depreciation expense (265,327)
Subract program expense not in operating budget (3,403,701) Add back GASB 87 expenses not in operating budget 208,966 Add back transfer to Program fund 54,563,432
Add back capital asset acquisition 55,612
Change in Net Position 69,438,571

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGET RECONCILIATION TO STATEMENT OF

REVENUES, EXPENSES AND CHANGES IN NET POSITION
October 1, 2023 through February 29, 2024

OPERATING FUND
Item 1b Draft Treasurer Report: February 2024
11 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 $ 43,545,848 $210,002,692 Green electricity premium 136,391 $ 117,438 $ 130,927 $ 144,552 $ 123,168 652,476 Liquidated damages - $ 75,000 $ - $ - $ - 75,000
Other Income 2,500 $ 4,974 $ 5,850 $ 5,050 $ 2,316 20,690 Total operating revenues 37,831,494 39,902,964 42,103,958 47,241,110 43,671,332 - - - - - - - 210,750,858

OPERATING EXPENSES
Cost of electricity 31,160,273 $ 27,896,672 $ 20,303,980 $ 32,910,813 $ 24,261,713 136,533,451 Staff compensation and benefits 910,013 $ 913,400 $ 1,028,282 $ 1,060,468 $ 1,036,242 4,948,405 Data manager 253,895 $ 253,378 $ 253,607 $ 266,090 $ 266,560 1,293,530 Service fees - PG&E 98,425 $ 98,101 $ 104,757 $ 98,337 $ 98,296 497,916 Consultants and other professional fees 541,215 $ 504,693 $ 660,992 $ 742,608 $ 791,882 3,241,390 Other operating expenses 420,848 $ 324,106 $ 862,366 $ 1,239,599 $ 611,097 3,458,016 Depreciation 49,996 $ 56,455 $ 54,023 $ 52,427 $ 52,426 265,327 Total operating expenses 33,434,665 30,046,805 23,268,007 36,370,342 27,118,216 - - - - - - - 150,238,035 Operating income (loss) 4,396,829 9,856,159 18,835,951 10,870,768 16,553,116 - - - - - - - 60,512,823

NONOPERATING REVENUES (EXPENSES)
Grant income - $ - $ - $ - $ - -
Interest income 1,312,249 $ 2,670,244 $ 1,927,958 $ 2,151,056 $ 908,057 8,969,564 Financing costs (6,183) $ (10,369) $ (8,950) $ (9,232) $ (9,082) (43,816) Total nonoperating revenues (expenses) 1,306,066 2,659,875 1,919,008 2,141,824 898,975 - - - - - - - 8,925,748 CHANGE IN NET POSITION $ 5,702,895 $ 12,516,034 $ 20,754,959 $ 13,012,592 $ 17,452,091 $ - $ - $ - $ - $ - $ - $ - $ 69,438,571

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
October 1, 2023 through February 29, 2024
Item 1b Draft Treasurer Report: February 2024
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 $ 21,721,762 $ - $ - $ - $ - $ - $ - $ - California Asset Management Program (CAMP) $ 196,558,074 $ 184,428,757 $ 199,405,498 $ 232,403,050 $ 244,368,016 $ - $ - $ - $ - $ - $ - $ - PFM Asset Management Investment Portfolio $ 111,782,205 $ 112,312,183 $ 113,008,833 $ 113,738,828 $ 114,457,217 $ - $ - $ - $ - $ - $ - $ - Total Ending Balance $ 330,688,620 $ 329,199,041 $ 358,426,829 $ 368,456,021 $ 380,546,996 $ - $ - $ - $ - $ - $ - $ - 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% 3.91%
California Asset Management Program (CAMP) 5.56% 5.58% 5.55% 5.54% 5.50% PFM Asset Management Investment Portfolio 5.41% 5.42% 5.40% 5.31% 5.28% Average Return On Investments: 5.37% 5.33% 5.27% 5.37% 5.34% 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 $ 6,667 $ - $ - $ - $ - $ - $ - $ - California Asset Management Program (CAMP) $ 830,321 $ 870,683 $ 976,741 $ 997,552 $ 964,966 $ - $ - $ - $ - $ - $ - $ - PFM Asset Management Investment Portfolio * $ 1,112,927 $ 529,978 $ 696,650 $ 729,995 $ 718,389 $ - $ - $ - $ - $ - $ - $ - Total Interest and Investment Gains $ 1,952,782 $ 1,410,195 $ 1,685,258 $ 1,745,313 $ 1,690,022 $ - $ - $ - $ - $ - $ - $ - * Includes change in current market value, unsettled trades and accrued interest CAMP Portfolio Statistics
As of February 29, 2024
Beginning of the Month Market Value $ 232,403,050
Ending of The Month Market Value $ 244,368,016
Yield at Market 5.50% Weighted Average Maturity (days) 45 PFM Portfolio Statistics
As of February 29, 2024
Portfolio Par Value $ 114,599,305
Portfolio Market Value (icl. Accrued Interest) $ 114,457,217 Yield at Cost 5.28%
Yield at Market 5.05%
Benchmark Yield* 4.81% Weighted Average Maturity (days) 618 *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 February 29, 2024

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
36%
Commercial
Paper
15%
CAMP Pool
1%
Federal Agency
Commercial
7%
Supra-National
Agency
1%
Corporate Note
17% Certificate of
Deposit
9%
Asset-Backed
Security
14%
SVCE PFM Portfolio Investments
Repurchase
Agreements,

37.7%
Certificates of
Deposit, 25.8%
Commercial
Paper, 33.8%
US
Treasuries,

2.0%
Money Market
Funds, 0.1%
Corporate
Notes, 0.6%
Camp Pool Composition (based on market value)
Item 1b Draft Treasurer Report: February 2024
October November December January February March April May June July August Sept YTD Retail Sales Actual (GWh) 312.6 302.5 327.8 334.1 310.1 1,587 Retail Sales Budget (GWh) 312.6 302.5 327.8 335.5 301.7 315.1 291.9 307.2 334.6 359.8 378.7 353.2 1,580 Load deviation from the Budget (Right Y-Axes) 0.0% 0.0% 0.0% -0.4% 2.8% 0.4% Customer Participation Rate Res 96.3% 96.3% 96.2% 96.2% 96.2% Customer Participation Rate Com 96.8% 96.7% 96.6% 96.6% 96.6% Total Accounts 278,236 278,201 278,312 278,523 278,724 278,724 Opt-Out Accounts 56 29 51 73 102 311
Opt-Up Accounts -18 -6 -5 -25 -11 -65

0.08 28.75
SVCE Arrearager Total for customers 31+ days late and 120+ days late Age Summary (as of 3/1/2024) Date Amount
<30 days $36,772,139 High 11/29/2021 $7.99M
<60 days $2,156,456 Low 4/17/2020 $2.54M
<90 days $634,448 Current 7/31/2023 $6.8 M
<120 days $607,606
Older $3,374,261
February 2024 FYTD
Accounts Receivable Days
29 Days
$43,544,911

SILICON VALLEY CLEAN ENERGY AUTHORITY

RETAIL SALES, CUSTOMER ACCOUNTS AND AGING REPORT
Bad Debt % (Actual)

0.35%

TOTAL DUE
Bad Debt % (Budget)

0.90%
• 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 $730,055 % Revenue 0.12% 0.14% 0.14% 0.25% 0.23% 0.33% 0.35%
Av./Month (R Axes) $25,713 $34,773 $34,599 $53,288 $73,833 $123,729 $146,011 $-
$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 Feb-24 >120 Days 31+ Days
Item 1b Draft Treasurer Report: February 2024

Item 1b Draft Treasurer Report: February 2024
Silicon aey ean nery erary, 29 2024
Certificate of mpance
During the reporting perd r the month ended erary 29, 2024 the account(s) manaed y PFM Asset Management ("PFMAM") were n cmpance with the appcae investment pcy 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 Draft Treasurer Report: February 2024
Manaed Account ecry Transactions & Interest r the Month ndneruary 29, 2024 Silicon aey ean nery - SVCE Investment Portfolio - 4025-002 - (12517950) ransaction ye rincial
rade Settle Security Descrition CUSIP ar roceeds
Accrued
nterest otal
Realized G/L Realized G/L Sale
Cost Aort Cost Method
BUY
DTD 03012024 4.940%
02/15/2029
012424 02/05/24 NATIONAL RURAL UTIL COOP CORP 3743M 500,000.00 (499,850.00) 000 (499,850.00) 020124 02/05/24

NOTES (CAL
DTD 02/05/2024 4.800% 0202027
CREDIT AGRICOLE CIB NY CERT DEPOS 223W 850,000.00 (850,000.00) 000 (850,000.00) 02/05/24 02/08/24
DTD 02/05/2024 47002012027
TEXAS INSTRUMENTS CORP NOTES 882508CE2 500,000.00 (499,680.00) 000 (499,680.00) 02/06/24 021424
(CALLABLE)
DTD 02/08/2024 4.600% 02/08/2027
W2024-A A2A 98164RAB2 365,000.00 (364,971.42) 000 (364,971.42) 020724 02/09/24
DTD 02142024 5.050% 0412027
ELI LILLY & CO CORPORATE NOTES 32470 555,000.00 (554,705.85) 000 (554,705.85) 021224 021324
DTD 02/09/2024 4.500% 02/09/2027
CREDIT INDUST ET COMM NY COMM 22536LL81 2,250,000.00 2,14,703 000 2,14,703 021324 022124
PAPER
DTD 02132024 000011/08/2024
HAROT 20241 A2 437918AB1 1,100,00000 (1,099,898.47) 000 (1,099,898.47) 021424 022124
DTD 02212024 5.360% 09/15/2026
KCOT 20241A A2 50117BAB6 830,000.00 (829,989.13) 000 (829,989.13) 021424 022224
DTD 02212024 5.390% 0112027
BRISTOL-MYERS SQUIBB CO 110122ED6 230,00000 (229,880.40) 000 (229,880.40) 022124 02/26/24

CORPORATE NOTES
DTD 02222024 4.950% 02/20/2026
ASTRAZENECA FINANCE LLC CORP 04636NAK9 395,000.00 (394,336.40) 000 (394,336.40) 022124 02/26/24

NOTES (CALL
DTD 02/26/2024 4.800% 0222027
CISCO SYSTEMS INC CORPORATE 17275RBP6 345,000.00 (344,868.90) 000 (344,868.90) 022124 030124
NOTES
DTD 02/26/2024 4.900% 02/26/2026
W2024-Al A 92970QAA3 925,000.00 (924,748.96) 000 (924,748.96) Transactionype Sub-Total 8,845,000.00 (8,757,690.16) 000 (8,757,690.16)

INTEREST
PFM Asset Management LLC Account 4025-002 Page 25
Item 1b Draft Treasurer Report: February 2024
Managed Account Security ransactions & nterest r the Month ndneruary 29, 2024 Silicon aey ean nery - SVCE Investment Portfolio - 4025-002 - (12517950) ransaction ye rincial Accrued Realized G/L Realized G/L Sale rade Settle Security Descrition CUSIP ar roceeds nterest otal Cost Aort Cost Method

INTEREST
DTD 01312024 4.600% 0112027
020124 020124 INTER-AMERICAN DEVEL BK NOTES
DTD 12122023 43702012027
4581X0EM6 850.000.00 000 5,061.63 5,061.63
020124 02/25/24 FHMS K736 A2
DTD 09/01/2019 2.282% 0701202
3137FNWX4 7000000 000 1,426.25 1,426.25
020124 02/25/24 FHMS K059 A2
DTD 11/29/2016 312009/01/2026
3137BSRE5 70000000 000 1,820.00 1,820.00
020124 02/25/24 FHMS K039 A2
DTD 09/01/2014 330307012024
3137W4 1,0307704 000 2,837.21 2,837.21
020124 02/25/24 FHMS K733 A2
DTD 11/09/2018 37008/01/2025
3137FJXO7 570.950.97 000 1,784.22 1,784.22
020124 02/25/24 FHMS K729 A2
DTD 01012020 2.525% 10/01/2026
3137FOXJ7 1.050.000.00 000 2,209.38 2,209.38
020124 02/25/24 FHMS K065 Al
DTD 07242017 2.864% 10/01/2026
3137F1G36 764.855.92 000 1,825.46 1,825.46
020124 02/25/24 FHMS K058 Al
DTD 11/09/2016 23400701202
3137BSP64 498.699.16 000 972.46 972.46
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021124 021124 MW US CAPITAL LLC CORPORATE
NOTES
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02/15/24 02/15/24 CHAIT 2024-Al A 161571HV9 695.000.00 000 1,332.08 1,332.08 PFM Asset Manageent LLC Account 4025-002 Page 26
Item 1b Draft Treasurer Report: February 2024
Manaed Account ecry Transactions & Interest r the Month ndneruary 29, 2024 Silicon aey ean nery - SVCE Investment Portfolio - 4025-002 - (12517950) ransaction ye rincial Accrued Realized G/L Realized G/L Sale rade Settle Security Descrition CUSIP ar roceeds nterest otal Cost Aort Cost Method

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Item 1b Draft Treasurer Report: February 2024
Silicon aey ean nery - SVCE Investment Portfolio - 4025-002 - (12517950) Managed Account Security ransactions & nterest r the Month ndneruary 29, 2024 ransaction ye rincial Accrued Realized G/L Realized G/L Sale rade Settle Security Descrition CUSIP ar roceeds nterest otal Cost Aort Cost Method

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NOTES (CALL
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MATURITY
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Item 1b Draft Treasurer Report: February 2024
Managed Account Security ransactions & nterest r the Month ndnerary 29, 2024 Silicon aey ean nery - SVCE Investment Portfolio - 4025-002 - (12517950) ransaction ye rincial Accrued Realized G/L Realized G/L Sale rade Settle Security Descrition CUSIP ar roceeds nterest otal Cost Aort Cost Method

PAYDOWNS
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Item 1b Draft Treasurer Report: February 2024
Managed Account Security ransactions & nterest r the Month ndneruary 29, 2024 Silicon aey ean nery - SVCE Investment Portfolio - 4025-002 - (12517950) otal Securityransactions
Bolded items are forward settling trades.
($391,615.62) $473,564.68 $81,949.06 $136,513.76 $5,839.27 PFM Asset Manageent LLC Account 4025-002 age 30

Page 1 of 2 ends

Staff Report – Item 1c
Item 1c: Adopt Resolution Amending SVCE Conflict of Interest Code to Amend Two Position Titles and Add Position of Director of Regulatory, Policy and Planning From: Monica Padilla, CEO
Prepared by: Gia Ilole, Director of Human Resources
Andrea Pizano, Sr. Executive Assistant and Board Clerk
Date: 04/10/2024

RECOMMENDATION
Adopt Resolution 2024-07 amending the SVCE Conflict of Interest Code to change position titles and add Director of Regulatory, Policy and Planning to the list of designated positions for filing.

BACKGROUND
Shortly after the formation of SVCEA, the Board of Directors adopted a conflict-of-interest code as required by the Political Reform Act, commencing at Government Code Section 81000. The code lists the positions within the Authority that are required to file statements of economic interests (Form 700). As a joint powers authority with members located entirely within Santa Clara County, the County Board of Supervisors is the conflict code reviewing body that is required to approve all changes to the conflict-of-interest code. County Counsel has advised that when positions are added or removed from the conflict code, a new resolution must be adopted approving a new conflict of interest code with the added or removed position(s).

At the September 8, 2021 Board meeting, the Board of Directors adopted Resolution 2021-22 approving the creation of a personnel system to insure equitable and uniform policies and procedures for administering personnel matters in compliance with applicable laws; designating the Chief Executive Officer (CEO) as Personnel Officer; and delegating authority to the CEO to carry out all duties necessary to implement the personnel system.

The last Conflict of Interest Code amendment was approved at the November 2023 Board of Directors meeting.

ANALYSIS & DISCUSSION
With the retirement of Girish Balachandran as CEO, Monica Padilla, formerly SVCE’s COO and Director of Power Resources, was selected by the Board of Directors for the role. With this change, CEO Padilla’s former position has been changed to “Director of Power Resources” and has been filled by Kris Van Vactor. The existing Conflict of Interest Code lists this position as “COO and Director of Power Resources”, which staff would like to change to “Director of Power Resources” to reflect the position and duties.

Zak Liske, formerly SVCE’s “Senior Manager of Operations”, was promoted to “Deputy Director of Power Resources”; staff would like to reflect this title change in the Conflict of Interest Code.

The position held by Maren Wenzel, previously SVCE’s “Senior Manager of Policy and Regulatory Analysis”,has been promoted to “Director of Regulatory, Policy and Planning”. Given her leadership role on the Regulatory, Policy, Planning & Legislative team, staff feels that she should file.

Item 1c
Item 1c
SILICON VALLEY \3/ CEAN ENERGY
Agenda Item: 1c Agenda Date: 4/10/2024

Page 2 of 2 ends

SVCE staff and general counsel feel these positions should report financial interests in the proposed assigned disclosure categories based on the decisions he/she will be making:

Designated Position Assigned Disclosure Category
Director of Power Resources 1
Deputy Director of Power Resources 1
Director of Regulatory, Policy and Planning 2
In accordance with the requirements of the Political Reform Act and the County of Santa Clara, a new conflict of interest code must be adopted by resolution which includes the newly created or identified positions as well as any changes to the existing Conflict of Interest Code. The attached resolution amends Appendix A to SVCE’s code to reflect the new position titles identified above and the addition of the Senior Manager of Policy and Regulatory Analysis. The remainder of the Conflict of Interest Code has not been changed.

STRATEGIC PLAN
Not applicable.

ALTERNATIVES
None.

FISCAL IMPACT
There is no fiscal impact as a result of adding positions to SVCE’s Conflict of Interest Code.

ATTACHMENT

1. Resolution 2024-07 Amending the Authority’s Conflict of Interest Code to Amend Two Position Titles and Add Position of Director of Regulatory, Policy and Planning Item 1c
Item 1c
Resolution 2024-07 -1-
RESOLUTION NO. 2024-07

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SILICON VALLEY CLEAN ENERGY AUTHORITY AMENDING THE AUTHORITY’S CONFLICT OF INTEREST

CODE TO AMEND TWO POSITION TITLES AND ADD POSITION OF DIRECTOR OF

REGULATORY, POLICY AND PLANNING
WHEREAS, the Silicon Valley Clean Energy Authority (“Authority”) was formed on March 31, 2016 pursuant to a Joint Powers Agreement to study, promote, develop, conduct, operate, and manage energy programs in Santa Clara County; and WHEREAS, the Political Reform Act, Government Code Section 81000, et seq., (the “Political Reform Act”) requires each public agency in California, including the Authority, to adopt and promulgate a conflict of interest code; and WHEREAS, Government Code Section 87306 requires each public agency in California to amend its conflict of interest code when change is necessitated by a change in circumstances, including the creation of new positions and relevant changes to the duties assigned to existing positions; and
WHEREAS, the Board of Directors of the Authority has adopted a conflict of interest code, and has amended this code as appropriate due to changed circumstances, with the most recent code adopted by Resolution 2023-19; and WHEREAS, the Board of Directors, after consultation with the County of Santa Clara as its code reviewing body, desires to amend the list of designated positions in Appendix A by amending two position titles and adding the position of Director of Regulatory, Policy and Planning.

NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Authority rescinds Resolution No. 2023-19 and adopts the following attached Conflict of Interest Code including its Appendices of Designated Positions and Disclosure Categories.

BE IT FURTHER RESOLVED that The Board of Directors of the Authority hereby directs the Secretary of the Board to coordinate the preparation of a revised Conflict of Interest Code in succeeding even-numbered years following notice and instructions from the County of Santa Clara as the code-reviewing body for the Authority, in accordance with the requirements of Government Code Sections 87306 and 87306.5. Future revisions to the Conflict of Interest Code should reflect changes in employee or official designations. If no revisions to the Code are required, the Authority shall submit a response as indicated in the instructions provided by the County of Santa Clara no later than October 1st of the same year, stating that amendments to the Authority’s Conflict of Interest Code are not required.

Item 1c
Attachment 1
Resolution 2024-07 -2-
ADOPTED AND APPROVED this 10th day of April 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 Director Rennie
City of Milpitas Director Chua
City of Monte Sereno Director Mekechuk
City of Morgan Hill Director Martinez Beltran
City of Mountain View Director Showalter
County of Santa Clara Director Lee
City of Saratoga Director Walia
City of Sunnyvale Alternate Director Srinivasan
Chair
ATTEST:

Clerk
Item 1c
Attachment 1
Resolution 2024-07 -3-

SILICON VALLEY CLEAN ENERGY AUTHORITY

CONFLICT OF INTEREST CODE
The Political Reform Act (Government Code § 81000, et seq., hereinafter referred to as the Act) requires state and local government agencies to adopt and promulgate conflict of interest codes. The Fair Political Practices Commission (“FPPC”) has adopted a regulation (2 California Code of Regulations § 18730) which contains the terms of a standard conflict of interest code, which can be incorporated by reference in an agency’s code. After public notice and hearing, the standard code may be amended by the FPPC to conform to amendments in the Act. Therefore, the terms of 2 California Code of Regulations § 18730 and any amendments to it duly adopted by the FPPC are hereby incorporated by reference.

This regulation and the text here designating positions and establishing disclosure categories shall constitute the conflict of interest code of the Silicon Valley Clean Energy Authority (“Authority”).

The most current version of 2 Cal. Code of Regs. Section 18730 is available on the website of the Fair Political Practices Commission
(https://www.fppc.ca.gov/content/dam/fppc/NS-Documents/LegalDiv/Regulations/Index/Chapter7/Article2/18730.-Provisions-of-Conflict-of%20Interest-Codes.pdf.pdf).

Individuals holding a designated position shall file their Statements of Economic Interests with the Authority’s Filing Official, which will make the Statements available for public inspection and reproduction subject to Government Code section 81008. If Statements are received in signed paper format, the Authority’s Filing Official shall make and retain a copy and forward the original Statements to the Filing Officer, the County of Santa Clara Clerk of the Board of Supervisors. If Statements are electronically filed using the County of Santa Clara’s Form 700 e-filing system, both the Authority’s Filing Official and the County of Santa Clara Clerk of the Board of Supervisors will receive access to the e-filed Statements simultaneously.

Item 1c
Attachment 1
Resolution 2024-07 -4-

SILICON VALLEY CLEAN ENERGY AUTHORITY

CONFLICT OF INTEREST CODE
APPENDIX "A"

DESIGNATED POSITIONS
Designated Position Assigned Disclosure Category
Member of Board of Directors 1
Alternate Member of Board of Directors 1
Audit Committee Member 2
Chief Executive Officer 1
Chief Financial Officer & Director of Administrative Services 1 Finance and Administration Committee Member 2
General Counsel 1
Administrative Services Manager 2
Associate Legislative Analyst 2
Associate Manager of Decarbonization Programs & Policy 2 Associate Power Analyst 1
Associate Power Resources Planner 1
Communications Manager 2
Deputy Director of Administrative Services 2
Deputy Director of Marketing and Communications 2
Deputy Director of Decarbonization Programs & Policy 2
Senior Manager of Power Operations
Deputy Director of Power Resources 1
Director of Decarbonization Programs & Policy 2
Director of Energy Services & Community Relations 2
Director of Government and Legislative Affairs 2
Item 1c
Attachment 1
Resolution 2024-07 -5-
Director of Human Resources 2
Chief Operating Officer and Director of Power Resources 1 Director of Regulatory & Legislative Policy 2
Director of Regulatory, Policy and Planning 2
Director of Strategic Development 2
Energy Services Manager 2
Financial Analyst 2
Human Resources Generalist 2
Management Analyst 2
Manager of Decarbonization Programs & Policy 2
Manager of Technology & Administrative Services 2
Policy Analyst 2
Power Analyst 1
Power Data Analyst 1
Power Resources Manager 1
Power Resources Planner 1
Power Contracts & Settlements Manager 1
Power Settlements & Compliance Analyst 1
Principal Policy Analyst 2
Principal Power Analyst 1
Rates Manager 2
Regulatory Analyst 2
Regulatory and Compliance Manager 2
Risk Controls Project Manager 2
Senior Data Analyst 2
Senior Financial Analyst 2
Item 1c
Attachment 1
Resolution 2024-07 -6-
Senior Government Affairs Manager 2
Senior Management Analyst 2
Senior Manager of Communications 2
Senior Manager of Energy Policy and Regulatory Analysis 2 Senior Manager of IT and Administrative Services 2
Senior Manager of Decarbonization Programs & Policy 2
Senior Manager of Power Resources 1
Senior Manager of Public Sector Services 2
Senior Policy Analyst 2
Senior Power Analyst 1
Senior Power Resources Planner 1
Senior Quantitative Analyst 2
Senior Rates Analyst 2
Senior Regulatory Analyst 2
Senior Risk Manager 2
Technology Services Manager 2
Wholesale Energy Markets Manager 1
Consultant 3
Newly Created Position *
* Newly Created Position
A newly created position that makes or participates in the making of governmental decisions that may foreseeably have a material effect on any financial interest of the position-holder, and which specific position title is not yet listed in the Authority’s conflict of interest code is included in the list of designated positions and shall disclose pursuant to the broadest disclosure category in the code, subject to the following limitation: The Chief Executive Officer of the Authority may determine in writing that a particular newly created position, although a “designated position,” is hired to perform a range of duties that are limited in scope and thus is not required to fully comply with the broadest disclosure requirements, but instead must comply with more tailored disclosure Item 1c
Attachment 1
Resolution 2024-07 -7-
requirements specific to that newly created position. Such written determination shall include a description of the newly created position's duties and, based upon that description, a statement of the extent of disclosure requirements. The Chief Executive Officer’s determination is a public record and shall be retained for public inspection in the same manner and location as this conflict-of-interest code. (Gov. Code Section 81008.) As soon as the Authority has a newly created position that must file Statements of Economic Interests, the Authority’s Filing Official shall contact the County of Santa Clara Clerk of the Board of Supervisors Form 700 division to notify it of the new position title to be added in the County’s electronic Form 700 record management system, known as eDisclosure. Upon this notification, the Clerk’s office shall enter the actual position title of the newly created position into eDisclosure and the Authority’s Filing Official shall ensure that the name of any individual(s) holding the newly created position is entered under that position title in eDisclosure.

Additionally, within 90 days of the creation of a newly created position that must file Statements of Economic Interests, the Authority shall update this conflict-of-interest code to add the actual position title in its list of designated positions and submit the amended conflict of interest code to the County of Santa Clara Office of the County Counsel for code-reviewing body approval by the County Board of Supervisors. (Gov. Code Section 87306.)
Item 1c
Attachment 1
Resolution 2024-07 -8-

SILICON VALLEY CLEAN ENERGY AUTHORITY

CONFLICT OF INTEREST CODE
APPENDIX "B"

DISCLOSURE CATEGORIES
Designated positions must report financial interests in accordance with the assigned disclosure categories.

Category 1: Persons in this category shall disclose:
(a) investments and business positions in business entities, and income (including gifts, loans, and travel payments) from sources that contract with the Authority, or that provide, plan to provide, or have provided during the previous two years, facilities, goods, technology, equipment, vehicles, machinery, or services, including training or consulting services, of the type utilized by the Authority; and (b) all interests in real property located: in whole or in part within the jurisdiction of the Silicon Valley Clean Energy Authority, or within two miles of the borders of any of the parties to the Joint Powers Agreement for the Authority, or within two miles of any land owned or used by the Authority.

Category 2: Persons in this category shall disclose investments and business positions in business entities, and income (including gifts, loans, and travel payments) from sources that contract with the Authority, or that provide, plan to provide, or have provided during the previous two years, facilities, goods, technology, equipment, vehicles, machinery, or services, including training or consulting services, of the type utilized by the Authority.

Category 3: Each Consultant, as defined for purposes of the Political Reform Act and applicable regulations1, shall disclose pursuant to the broadest disclosure category in the Authority’s conflict of interest code subject to the following limitation: The Chief Executive Officer of the Authority may determine in writing that a particular consultant, although a "designated position," is hired to perform a range of duties that are limited in scope and thus is not required to comply fully with the disclosure requirements of the broadest disclosure category, but instead must comply with more tailored disclosure requirements specific to that consultant. Such a written determination shall include a description of the consultant's duties and, based upon that description, a statement of the extent of 1 As defined in FPPC Regulation 18700.3, “consultant” means an individual who (1) makes governmental decisions, such as whether to approve a rate, rule, or regulation; to issue, deny, suspend, or revoke any permit, license, application, certificate or similar authorization; to adopt or approve a plan, design, report, study; or to adopt or approve policies, standards, or guidelines for the Authority; (2) serves in a staff capacity with the Authority, and in that capacity participates in making governmental decisions by providing information, an opinion, or a recommendation for the purpose of affecting the decision without significant intervening substantive review; or (3) performs the same or substantially all the same duties for the Authority that would otherwise be performed by an individual holding a designated position in this Code.

Item 1c
Attachment 1
Resolution 2024-07 -9-
disclosure requirements. The Chief Executive Officer’s written determination is a public record and shall be retained for public inspection in the same manner and location as this Conflict of Interest Code.

Item 1c
Attachment 1

Page 1 of 3 ends

Staff Report – Item 1d
Item 1d: Authorize the Chief Executive Officer to Execute a Three-Year Agreement with Bellawatt for the SVCE eHub, Online Customer Resource Center for a Total Not-to-Exceed $667,500 From: Monica Padilla, CEO
Prepared by: Adam Selvin, Director of Energy Services & Community Relations; Pamela Leonard, Deputy Director of Marketing and Communications Date: 4/10/2024

RECOMMENDATION
Staff recommends the Board approve and authorize the CEO to execute a service agreement with Bellawatt for eHub, an online customer resource center, for a period of three years; and delegating authority to the CEO to spend in aggregate on this agreement an amount not to exceed $667,500.

BACKGROUND
In 2018, the SVCE Customer Program Advisory Group, an ad hoc committee of residential customers, provided input on the Decarbonization Programs Roadmap, emphasizing the need to provide residential customers with educational resources. The following year, staff started the process of building eHub, an online resource center for customers to learn more about electrification. SVCE issued a competitive Request for Proposals to select vendor partners who were capable of providing online tools to help customers understand the benefits of going electric and enable actions such as evaluating efficient, electric home appliances, electric vehicles (EV) and solar and battery storage options. The Board approved $850,000 to develop and operate these eHub resources out of the overall programs budget.

In fall 2020, eHub was formally launched to customers. Per goals identified in the SVCE strategic plan, SVCE is continuing to expand eHub capabilities to increase accessibility and resources to support customers’ electrification journeys by bringing electrification to customers’ minds, providing knowledge to customers about the benefits of electrification and assisting customers with going electric. With four years of operating eHub, customers have had access to tools and resources known as the Appliances Assistant, EV Assistant, and Solar+Battery Assistant, each powered by third-party software providers.

In 2023, the Board approved contract amendments to authorize continued functioning and additional funding for eHub vendors as new capabilities were added to the tools. The Board authorized to increase the initial $850,000 budget to $1,100,000 to allocate additional funds to the overall eHub program. Based on the successful performance of eHub over the past four years, staff issued a Request for Proposals in the first quarter of 2024 to re-examine the vendor landscape for the next iteration of eHub, referred to as eHub 2.0.

ANALYSIS & DISCUSSION
The objective of eHub is to inspire, educate, and enable customers to take action with respect to electrification and decarbonization in mobility and the built environment. Significant education is needed to help familiarize customers with whole home electrification, and the benefits of choosing to go electric for homes, transportation, and increased resilience with solar and battery storage.

Item 1d
SILICON VALLEY \3/ CEAN ENERGY
Agenda Item: 1d Agenda Date: 4/10/2024

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SVCE staff, from across departments, collaborated on what the next iteration of eHub should offer customers, especially now that the agency is in a more mature state, with a multitude of products, offers and services compared to the first version of eHub. The goals of eHub are now more focused on helping to funnel customers into our programs, which we are working to scale adoption to achieve our decarbonization goals.

SVCE staff solicited consultants for eHub support through a competitive bid process, as shown below. The RFP garnered a strong response, with eleven qualified proposals spanning either a subset or all of the Topic Areas and Tasks listed in the RFP. SVCE conducted interviews with six finalist teams in February. The evaluation panel for the finalist interviews consisted of five SVCE staff. The proposal submitted by Bellawatt was selected as a finalist to support development of the overall eHub structure, and for the Appliances Assistant tool.

About Bellawatt
Bellawatt’s industry experience, agile mindset, and technical expertise make them an ideal partner to deliver an eHub experience that fulfills SVCE strategic objectives, integrates with existing systems, and adapts to the ever-evolving energy landscape. In order to provide customers with a cohesive and streamlined experience when navigating through eHub, Bellawatt proposed to implement their Guide platform as a centralized hub that can inspire and educate customers in addition to improving the "Appliances Assistant" product marketplace to encourage customer action.

Specific topics for which Bellawatt may provide services under the proposed contract agreement include, but are not limited to, the following:
• Enable customers to connect and utilize rebates from SVCE programs and other outside incentives. • Product and program discovery to help customers understand not just the benefits of adopting impactful energy technologies, but setting expectations in regards to budget, available rebates and incentives, timelines, and installation.
• Enable customers to purchase a product (smart thermostat, heat pump water heater, EV charger, induction cooktop, etc.) and claim a promotional rebate on selected products during the purchase process.
• Enable SVCE staff with the ability to self-service the Product & Program Resource Guide using a Content Management System
Bellawatt’s approach is aligned with the new goals of eHub 2.0. The Guide product will give customers the ability to customize the solutions and SVCE programs that meet their needs, while increasing adoption of clean eletric technologies to help advance SVCE’s overall mission.

STRATEGIC PLAN
eHub is in alignment with the SVCE Strategic Plan, Goal #10 – Empower customers with the awareness, knowledge and resources needed to make effective clean energy choices; Measure #1: Enable customer Item 1d
Agenda Item: 1d Agenda Date: 4/10/2024

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education, engagement and action related to electrification and decarbonization, via online tools, resources and promotions.

ALTERNATIVE
Do not authorize the CEO to execute the agreement with Bellawatt. Staff would continue to maintain the operation with the current eHub vendors.

FISCAL IMPACT
Approval of this 3-year agreement with Bellawatt for $667,500 will have no incremental fiscal impact at this time. Of the Board-approved $1.1M for eHub, SVCE has thus far utilized $1,003,046 for the development and operation of eHub, which remains under the previously approved budget. In March 2024, the Board approved an increase of $1 million to the program budget to cover the development and maintenance of eHub 2.0.

ATTACHMENTS

1. Agreement between SVCE and Bellawatt for eHub and Appliances Assistant Item 1d
1/2024 Version 1.0

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND
BELLAWATT, INC.

FOR

THE SVCE EHUB & APPLIANCES ASSISTANT
THIS AGREEMENT (“Agreement”), is entered into this 11th day of April 2024, by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority"), and Bellawatt, Inc., an Illinois Corporation whose address is 747 Manhattan Ave Floor 3, Brooklyn NY, 11222 (hereinafter referred to as "Consultant") (collectively referred to as the “Parties” and individually as a “Party”).

RECITALS:

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

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

C. Authority and Consultant desire to enter into an agreement for revising the Authority’s eHub and Appliances Assistant upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on April 11, 2024, and shall terminate on September 30, 2027, unless terminated earlier as set forth herein.

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

3. COMPENSATION TO CONSULTANT
Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed six-hundred sixty-seven thousand and five-hundred dollars ($667,500) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

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

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5. STANDARD OF CARE
Consultant agrees to perform all services required by this Agreement in a manner commensurate with the prevailing standards of specially trained professionals in the San Francisco Bay Area under similar circumstances and in a manner reasonably satisfactory to Authority and agrees that all services shall be performed by qualified and experienced personnel. Consultant shall be responsible to Authority for any errors or omissions in the performance of work pursuant to this Agreement. Should any errors caused by Consultant be found in such services or products, Consultant shall correct the errors at no additional charge to Authority by redoing the professional work and/or revising the work product(s) called for in the Scope of Services to eliminate the errors.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

14. REPORTS
A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of Authority. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to Authority the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of Authority, and all publication rights are reserved to Authority. Consultant may retain a copy of any Report furnished to the Authority pursuant to this Agreement.

B. All Reports prepared by Consultant may be used by Authority in execution or implementation of: (1) The original project for which Consultant was hired; (2) Completion of the original project by others; (3) Subsequent additions to the original project; and/or (4) Other Authority projects as Authority deems appropriate in its sole discretion.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Eugene Granovsky
Bellawatt, Inc.
747 Manhattan Ave, Floor 3
Brooklyn, NY 11222

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

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

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

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

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

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

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

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

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

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

26. INSERTED PROVISIONS
Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not DRAFT Item 1d
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correctly inserted, the Agreement shall be amended to make such insertion on application by either Party.

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

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

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

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

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

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

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

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

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

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

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

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

RECOMMENDED FOR APPROVAL
Adam Selvin, Director of Energy Services & Community Relations

RECOMMENDED FOR APPROVAL
Amrit Singh, Chief Financial Officer/Director of Administrative Services DRAFT Item 1d
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CONSULTANT
Bellawatt, Inc.

By: ________________________
Name: Eugene Granovsky
Title: Chief Executive Officer
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Monica Padilla
Title: Chief Executive Officer
Date: __________________________
APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk
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Exhibit A
Scope of Services & Service Level Agreement
Scope of Services
The Authority provides renewable and clean electricity at competitive rates, and works with its member communities to reduce emissions. The mission of the Authority is to reduce dependence on fossil fuels by providing carbon-free, affordable and reliable electricity and innovative programs. The Authority offers its customers an online Customer Resource Center – known as eHub and available at https://svcleanenergy.org/ehub – to educate customers about energy use, associated emissions, self-generation and resilience, building and vehicle electrification and enable subsequent actions.
eHub aims to support customers’ electrification journeys by enabling customer education, engagement and action related to electrification and decarbonization, via online tools, resources and promotions. The current eHub offers customers with educational tools focused on self-generation and resilience, building and vehicle electrification by linking to additional third-party resources such as the Electric Vehicle Assistant, the Appliances Assistant, and the Solar + Battery Assistant.

Consultant will work with Authority to develop a redesigned highly intuitive, customer-centric eHub experience that effectively educates and engages the Authority’s customers that combines the current functionality of the eHub and the Appliances Assistant, while continuing to link to additional resources including the Electric Vehicle Assistant and the Solar + Battery Assistant.

By leveraging the Consultant’s existing Guide platform, the new eHub will serve as a centralized hub for inspiring customers to take action, providing comprehensive educational resources, and enabling seamless access to energy-efficient products and programs. The reimagined eHub will be designed to align with the Authority’s strategic objectives, ensuring that it supports the organization’s mission to promote clean energy solutions and empower customers to make informed decisions about their energy consumption.

The key deliverables are organized into three distinct milestones, each focusing on a critical aspect of the platform’s development and implementation. Milestone 1 lays the groundwork for the project by establishing a clear understanding of the requirements, designing visual prototypes, and defining the integration architecture. This phase involves close collaboration with Authority stakeholders to gather insights, analyze systems, and map out the revised eHub’s functionality.

Milestone 2 includes the buildout of the revised eHub and makes it available to the Authority’s customers. Milestone 3 enhances the eHub’s capabilities by implementing instant rebate functionality and adds data integrations to create a seamless and personalized experience for the Authority’s customers.

Milestone 1: Implementation Plan
The project will kick off with a meeting to ensure all parties are aligned on the goals, objectives, and timeline. Communication channels and project management processes will be established to DRAFT Item 1d
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facilitate effective collaboration. Key success metrics and performance indicators will be defined to measure the impact of the eHub.

Consultant will conduct stakeholder interviews with Authority staff to gather nuanced needs of Authority’s residential customers (both single-family and multi-unit dwellings), small-to-medium businesses, and contractors and other vendors. Functional and non-functional requirements will be documented, including key user stories and use cases.

Deliverables for Milestone 1 include:

1. High-fidelity visual prototype of the revised eHub, to be built out in Milestone 2. The Authority will have multiple opportunities during this first phase to provide feedback on the designs, and they will be deemed complete at the conclusion of this Milestone.

2. Definition of integration points available for rebate processing and Authority customer personalization, to be completed in Milestone 3.

3. An Implementation Plan that confirms the schedule as defined in Exhibit B, or makes adjustments based on Authority needs. The plan will also define a strategy to coordinate with the Authority’s other eHub vendors that manage the Electric Vehicle Assistant and the Solar + Battery Assistant.

Milestone 2: eHub and Appliances Assistant Features
The second milestone concentrates on developing the core features and functionality of the eHub, encompassing the Inspire, Educate, and Act sections.

The Inspire section will focus on creating an engaging and intuitive user interface and experience.

A user-friendly navigation system with clear labels and hierarchy will be developed, along with search tools. Visually appealing Popular Starting Points will be created to showcase key Authority Action Tools and guide users to relevant content. A sophisticated Recommendation Engine will be implemented to provide personalized suggestions based on customers’ zip code, desired outcomes, and home type. The eHub interface will be designed to be mobile-responsive, ensuring a seamless experience across devices.

The Educate section will provide comprehensive product and program education through detailed information, reviews, and rebates for key electrification technologies such as, but not limited to space and water heating, cooking, and electric vehicle chargers. Informative Content Detail Views will be developed to highlight decision criteria like specifications, price comparisons, operating costs, energy and cost savings, and links to relevant programs and retailers. A user-friendly Product Comparison tool will be implemented, allowing customers to compare up to three products side-by-side.

The Act section will enable customers to take action on their electrification journey. Product purchase functionality will be integrated with program eligibility requirements available to Authority’s customers. A Content Management System (CMS) will be provided for Authority to self-manage eHub content and taxonomy.

Deliverables for Milestone 2 include:

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1. A staging/testing environment for Authority staff to preview and approve features and functionality before launching to the public.

2. The launch of a revised eHub provisioned on an Authority subdomain of the Authority’s choosing such as https://ehub.svcleanenergy.org/ or https://resources.svcleanenergy.org/.

Consultant will provide hosting, monitoring, and user-level analytics for the revised eHub from launch. Company will provide Authority access to web tracking service such as Google Analytics.

3. The inclusion of an Appliances Assistant within the revised eHub, where Authority customers can view and shop for money-saving programs and energy-saving devices.

Consultant will leverage Authority brand guidelines and comply with accessibility standards.

Specifically, the revised eHub will adhere to Authority’s corporate identity, brand and digital guidelines. Visual requirements will be shared with Bellawatt by Authority staff upon project kickoff. In addition, Consultant will demonstrate accessibility compliance using publicly available tooling such as the WAVE tool (link: https://wave.webaim.org/), and will confirm all SEO metadata is set for all pages via https://www.linkedin.com/post-inspector/.

The revised eHub will include Desktop, Mobile, and Tablet compatible versions using responsive design principles when assessed through a customer’s web browser. Supported browsers will include the last two versions of Safari, Chrome, Edge, and Firefox. Internet Explorer is explicitly not included as it is no longer being supported by Microsoft.

Milestone 3: Instant Rebates and Data Integrations
The third and final milestone focuses on implementing instant rebate functionality and advanced data integrations to enhance the eHub experience.

Consultant will design and implement rebate application and redemption processes, integrating with the retailer rebate processing system(s). Customer communication templates for rebate status updates will be developed to keep users informed throughout the process.

Deliverables for Milestone 3 include:

1. Implementation of Rebate Processing through big-box retailers.

2. Ability for Authority staff to enter translations for Spanish, Mandarin, and Vietnamese within the CMS. Text-based data provided via API from retailers (ie, product information) will not be translated.

3. Integration of the Go Electric Advisor (the first version of which is currently available at https://goelectric.svcleanenergy.org/) within the eHub experience. This scope assumes that should the Authority request a deeper integration of the two services, the Authority can provide sufficient documentation to integrate the Go Electric Advisor chatbot in one step, and without the Consultant pointing out limitations or unforeseen edge cases of functionality.

Future Roadmap Functionality
The Company is continuing to develop features for its Guide product that are not included in this DRAFT Item 1d
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Scope, but may be requested by the Authority in the future, under this agreement. Upcoming functionality in the Company’s Guide product roadmap include:
• Device-level total cost calculations leveraging a rate engine. Bellawatt has a proprietary rate engine it uses for calculating electric bills based on full-year load profiles (i.e., a full year of 60-minute interval data commonly referred to as an “8760”). Note that Company is a stakeholder in the California Energy Commission’s statewide rate tool development process.
• Banner alert and text-messaging feature for communicating timely outage and DR events (or anything else that the Authority may want to announce) via the CMS. • Enrollment into a DR or VPP program. The Guide is designed to be the “front page” of rebates and programs, and can educate and enroll customers onto the Authority’s load flexibility strategy.
• Carbon emissions/reduction behavioral engagement functionality. A reduced scope of this functionality can be seen at Tucson Electric Power’s GoGreen tool available at https://gogreen.tep.com/.
• Project and timeline planner for larger home retrofits.

Service Level Agreement
Consultant will deploy and host the eHub via Amazon Web Services (AWS), whose Service Level Agreements are available at https://aws.amazon.com/legal/service-level-agreements.

Anything defined below is beyond the Service Level Agreement of AWS.

Technical Support Description.

Service Provider will provide to SVCE telephone and email support (“Technical Support”) during regular working hours of 8am to 5pm Pacific Time during business days. Technical Support will include any research and resolution activity performed by Service Provider. a) Request for Technical Support. Authorized Users will make Technical Support requests by calling or emailing Service Provider’s Technical Support staff or by submitting a request via Service Provider’s customer service form. The Technical Support staff shall assign to the request the Problem Severity Level (as defined herein) indicated by the requestor. b) Problem Severity Levels 1 and 2 Response and Resolution. For Technical Support requests not made by telephone, within the Request Response Time of such a request, Service Provider shall confirm to the requestor receipt of the request by Service Provider. If a Problem Severity Level 1 or 2 request cannot be corrected to the reasonable satisfaction of the requestor within the Request Resolution Time after the requestor makes the initial request for Technical Support, Service Provider will: (a) immediately escalate the request to Service Provider’s management; and (b) take and continue to take the actions which will most expeditiously resolve the request.
c) Problem Severity Levels 3 and 4 Response and Resolution. For Technical Support requests not made by telephone, within the Request Response Time of such a request, Service DRAFT Item 1d
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Provider shall confirm to the requestor receipt of the request by Service Provider. If a Problem Severity Level 3 or 4 request cannot be corrected to the reasonable satisfaction of the requestor within the Request Resolution Time after the requestor makes the initial request for Technical Support, at the sole election of requestor: (a) Service Provider will work continuously to resolve the request; or, (b) requestor and Service Provider will mutually agree upon a schedule within which to resolve the request.

Technical Support Problem Severity Levels
a) Problem Severity Level 1.
1) Description. This Problem Severity Level is within Company’s control and associated with: (a) Services, as a whole, are non-functional or are not accessible; (b) unauthorized exposure of all of part of SVCE Data; or, (c) loss or corruption of all or part of SVCE Data.
2) Request Response Time. 1 hour.
3) Request Resolution Time. 8 hours during business workdays. b) Problem Severity Level 2.
1) Description. This Problem Severity Level is within Company’s control and associated with significant and / or ongoing interruption of an Authorized User’s use of a critical function (as determined by the Authorized User) of the Services and for which no acceptable (as determined by the Authorized User) work-around is available. 2) Request Response Time. 2 hours.
3) Request Resolution Time. 24 hours during business workdays. c) Problem Severity Level 3.
1) Description. This Problem Severity Level is within Company’s control and associated with: (a) minor and / or limited interruption of an Authorized User’s use of a non-critical function (as determined by the Authorized User) of the Services; or, (b) problems which are not included in Problem Severity Levels 1 or 2. 2) Request Response Time. 24 hours.
3) Request Resolution Time. 72 hours during business workdays. d) Problem Severity Level 4.
1) Description. This Problem Severity Level is within Company’s control and associated with: (a) general questions pertaining to the Services; or, (b) problems which are not included in Problem Severity Levels 1, 2, or 3.

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2) Request Response Time. 48 hours.
3) Request Resolution Time. 120 hours during business workdays.

Service Levels.
a) Availability Service Level.
1) Definitions.
(a) “Actual Uptime” shall mean the total minutes in the reporting month that the Services were actually available to Authorized Users for normal use. (b) “Maintenance Window” shall mean the total minutes in the reporting month represented by the following day(s) and time(s) during which Service Provider shall maintain the Services: [Day(s) and Time(s)].
(c) “Scheduled Downtime” shall mean the total minutes in the reporting month represented by the Maintenance Window.
(d) “Scheduled Uptime” shall mean the total minutes in the reporting month less the total minutes represented by the Scheduled Downtime.
2) Service Level Standard. Services will be available to Authorized Users for normal use 100% of the Scheduled Uptime.
3) Calculation. (Actual Uptime / Scheduled Uptime) * 100 = Percentage Uptime (as calculated by rounding to the second decimal point)
4) Performance Credit.
(a) Where Percentage Uptime is greater than 99.8%, no Performance Credit will be due to SVCE.
(b) Where Percentage Uptime is equal to or less than 99.8%, SVCE shall be due a Performance Credit in the amount of 10% of the Maintenance and Enhancement Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Uptime.
5) Example Calculation.
(a) Assuming reporting month is February 2012 (41,760 minutes). (b) Assuming a Maintenance Window of Sundays from Midnight to 4:00 a.m. Eastern Standard Time (equals Scheduled Downtime of 960 minutes). (c) Scheduled Uptime equals 40,800 minutes (total minutes of 41,760 in February 2012 less 960 minutes of Scheduled Downtime).

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(d) Assuming Actual Uptime of 40,000 minutes. A Percentage Uptime is calculated as follows: (40,000 / 40,800) *100 = 98.04%.
(e) The threshold of 99.99% less the Percentage Uptime of 98.04% = 1.95%. (f) The difference is greater than a 1% reduction but is less than a 2% reduction; therefore, SVCE is due 10% of the Maintenance and Enhancement Fees as a Performance Credit.
b) Services Response Time Service Level.
1) Definition(s).
(a) “Response Time” shall mean the interval of time from when an Authorized User requests, via the Services, a Transaction to when visual confirmation of Transaction completion is received by the Authorized User. For example, Response Time includes the period of time representing the point at which an Authorized User enters and submits data to the Services and the Services display a message to the Authorized User that the data has been saved.
(b) “Total Transactions” shall mean the total of Transactions occurring in the reporting month.
(c) “Transaction” or “Transactions” shall mean Services web page loads, Services web page displays, and Authorized User Services requests.
2) Service Level Standard. Transactions will have a Response Time of 10 seconds or less 100% of the time each reporting month during the periods for which the Services are available.
3) Calculation. ((Total Transactions – Total Transactions failing Standard) / Total Transactions) * 100 = Percentage Response Time (as calculated by rounding to the second decimal point).
4) Performance Credit.
(a) Where Percentage Response Time is greater than 95.00%, no Performance Credit will be due to SVCE.
(b) Where Percentage Response Time is equal to or less than 95.00%, SVCE shall be due a Performance Credit in the amount of 1% of the Maintenance and Enhancement Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Response Time.
5) Example Calculation.
(a) Total Transactions during the reporting month equal 42,078.

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(b) Total Transactions failing the Standard of 100% equal 2,163. (c) Percentage Response Time is calculated as follows: ((42,078 – 2,163) / 42,078) * 100 = 94.86%
(d) The threshold of 95.01% less the Percentage Response Time of 94.86% = .15%.

The difference is less than a 1% reduction; therefore, SVCE is not due a Performance Credit.
c) Technical Support Problem Response Service Level.
1) Definition. “Total Problems” shall mean the total of problems occurring in the reporting month.
2) Service Level Standard. Problems shall be confirmed as received by Service Provider 100% of the time each reporting month, in accordance with the Request Response Time associated with the Problem Severity Level.
3) Calculation. ((Total Problems – Total Problems failing Standard) / Total Problems) * 100 = Percentage Problem Response (as calculated by rounding to the second decimal point). Note: This Calculation must be completed for each Problem Severity Level. 4) Performance Credit.
(a) Problem Severity Level 1 – 2.
(1) Where Percentage Problem Response is greater than 98.00%, no Performance Credit will be due to SVCE.
(2) Where Percentage Problem Response is equal to or less than 98.00%, SVCE shall be due a Performance Credit in the amount of 1% of the Maintenance and Enhancement Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Problem Response. (b) Problem Severity Level 3 – 4.
(1) Where Percentage Problem Response is greater than 90.00%, no Performance Credit will be due to SVCE.
(2) Where Percentage Problem Response is equal to or less than 90.00%, SVCE shall be due a Performance Credit in the amount of .5% of the Maintenance and Enhancement Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Problem Response. 5) Example Calculation (Using Problem Severity Level 1 – 2). (a) Total Problems during the reporting month equal 68.

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(b) Total Problems failing the Standard of 100% equal 3. (c) Percentage Problem Response is calculated as follows: ((68 – 3) / 68) * 100 =

95.59%
(d) The threshold of 99.01% less the Percentage Problem Response of 95.59% =

3.42%. The difference is greater than a 3% reduction but is less than a 4% reduction; therefore, SVCE is due 3% of the Maintenance and Enhancement Fees as a Performance Credit.
d) Technical Support Problem Resolution Service Level.
1) Definition. “Total Problems” shall mean the total of problems occurring in the reporting month.
2) Service Level Standard. Problems shall be resolved by Service Provider 100% of the time each reporting month, in accordance with the Request Resolution Time associated with the Problem Severity Level.
3) Calculation. ((Total Problems – Total Problems failing Standard) / Total Problems) * 100 = Percentage Problem Resolution (as calculated by rounding to the second decimal point). Note: This Calculation must be completed for each Problem Severity Level. 4) Performance Credit.
(a) Problem Severity Level 1 – 2.
(1) Where Percentage Problem Resolution is greater than 99.00%, no Performance Credit will be due to SVCE.
(2) Where Percentage Problem Resolution is equal to or less than 99.00%, SVCE shall be due a Performance Credit in the amount of 5% of the Maintenance and Enhancement Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Problem Resolution. (b) Problem Severity Level 3 – 4.
(1) Where Percentage Problem Resolution is greater than 90.00%, no Performance Credit will be due to SVCE.
(2) Where Percentage Problem Resolution is equal to or less than 90.00%, SVCE shall be due a Performance Credit in the amount of 1% of the Maintenance and Enhancement Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Problem Resolution. 5) Example Calculation (Using Problem Severity Level 3 – 4). (a) Total Problems during the reporting month equal 17.

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(b) Total Problems failing the Standard of 100% equal 2. (c) Percentage Problem Resolution is calculated as follows: ((17 – 2) / 17) * 100 =

88.24%
(d) The threshold of 90.01% less the Percentage Problem Resolution of 88.24% =

1.77%. The difference is greater than a 1% reduction but is less than a 2% reduction; therefore, SVCE is due 1% of the Maintenance and Enhancement Fees as a Performance Credit.

Exhibit B
Schedule of Performance
Consultant will execute the Scope of Services as defined in Exhibit A in a phased approach, where each major Task is broken down into Milestones.

Task Milestone Complete
1: Implementation Plan Kickoff April 15, 2024
Delivery of Plan and Designs May 13, 2024
2: eHub and Appliances
Assistant Features
Development Kickoff May 20, 2024
Launch of eHub with Appliances Assistant July 15, 2024
3: Instant Rebates and
Data Integrations
Kickoff Rebate and Integration Work August 1, 2024
Launch Integrations October 1, 2024
This schedule may be modified with the written approval of the Authority.

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

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

The compensation to be paid to Consultant under this Agreement for all services described in Exhibit “A” and reimbursable expenses shall not exceed a total of six-hundred sixty-seven thousand and five-hundred dollars ($667,500 as set forth below. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to Authority unless previously approved in writing by Authority.

Task Budget

1. Milestone 1 – Implementation Plan – Kickoff $ 32,900

2. Milestone 1 – Implementation Plan – Delivery $ 32,900

3. Milestone 2 – eHub and Appliances Assistant – Kickoff $ 89,300

4. Milestone 2 – eHub and Appliances Assistant – Launch $ 89,300

5. Milestone 3 – Instant Rebates and Data Integrations – Kickoff $ 72,850

6. Milestone 3 – Instant Rebates and Data Integrations – Launch $ 72,850

7. Year 1 Maintenance & Enhancements – Oct 1 2024 through Sept 30 2025 $ 65,800

8. Year 2 Maintenance & Enhancements – Oct 1 2025 through Sept 30 2026 $ 65,800

9. Year 3 Maintenance & Enhancements – Oct 1 2026 through Sept 30 2027 $ 65,800

10. Contingency funding for additional features or functionality on an as-needed basis.Up to $80,000 within this
SOW
Total $667,500
Rates
Personnel Title Hourly
Dalton Vogler Product Manager $235.00
Sky Davis Product Designer $235.00
Jake Rogers Front-End Engineer $235.00
Matt Bauer Full-Stack Engineer $235.00
The Consultant reserves the right, at its sole discretion, to supplement the designated team with supplementary personnel as it deems necessary and appropriate to fulfill its obligations and responsibilities efficiently and effectively under the terms of this Agreement. All Consultant staff DRAFT Item 1d
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will be charged at the equivalent rate above of $235.00 US Dollars per hour.

Invoices
Invoices for work performed will be submitted in accordance with the appropriate Milestone and Task as defined in the Schedule of Performance in Exhibit B, and upon written acceptance by a representative of the Authority.

For any additional work requested by the Authority and performed by the Consultant on a Time & Materials basis, Consultant shall submit monthly invoices to the Authority describing the services performed and the applicable charges (including a summary of the work performed during that period, personnel who performed the services, hours worked, task(s) for which work was performed).

Authority shall pay all undisputed invoice amounts within thirty (30) calendar days after receipt up to the maximum compensation set forth herein. Authority does not pay interest on past due amounts.

Reimbursable Expenses
Administrative, overhead, secretarial time or overtime, word processing, photocopying, in house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. Travel expenses must be authorized in advance in writing by the Authority.

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

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[Review insurance coverage and amounts to confirm they are appropriate for each scope of service]
Exhibit D
Insurance Requirements and Proof of Insurance
Consultant shall maintain the following minimum insurance coverage:

A. COVERAGE:
(1) Workers' Compensation:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Staff Report – Item 1e
Item 1e: Authorize Chief Executive Officer to Execute Agreement Amendment with ev.energy for GridShift: EV Charging Program to Add $250,000 For an Additional One-Year Term
From: Monica Padilla, CEO
Prepared by: Justin Zagunis, Director of Decarbonization Programs and Policy Rebecca Fang, Manager of Decarbonization Programs and Policy Date: 4/10/2024

RECOMMENDATION
Staff recommends that the Board authorize the CEO to execute the attached one-year agreement amendment with non-substantive changes approved by the CEO and subject to final review and approval by the General Counsel, which adds a cost not to exceed $250,000 (for a new not to exceed total of $650,000) with ev.energy, to continue the GridShift: EV Charging program.

BACKGROUND
Ev.energy was selected through SVCE’s fall 2019 application round for the Innovation Onramp program that focused on mobility. The application cycle was highly competitive, with dozens of applications submitted, including multiple from ev.energy competitors that also focused on a smart electric vehicle (EV) charging app offering for residential customers. The pilot was to demonstrate the value and viability of a mobile application (app) based customer offering to facilitate smart EV charging to lower costs and emissions. SVCE branded the pilot as “GridShift: EV Charging” for our customers. To participate in the pilot, customers downloaded the SVCE-branded app, connected their vehicles, and set preferences (e.g. that the vehicle must be fully charged by 7AM every day). Then, the ev.energy platform automatically optimized their charging to minimize retail electricity bills and reduce grid emissions.

The pilot agreement was executed in May 2020 and ran until July 2021 with a final cost of $95,500 over two fiscal years.

Staff subsequently carried out an informal bid process for the scaled-up GridShift: EV Charging program, to assess the current capabilities of competitors and ensure competitive pricing. Based on experience from the pilot as well as the results from the informal bid process, ev.energy was selected. The three-year agreement was executed in May 2021 for a cost not to exceed $400,000; as of March 2024, $356,863 has been spent. This enabled SVCE to continue providing managed EV charging services to SVCE customers and to address key points of survey feedback through improved communications and streamlining the customer experience.

This program falls under the umbrella of SVCE’s virtual power plant (VPP) program activities, given that the cloud-based aggregation of participant EVs is actively responding to SVCE signals to charge or curtail based grid conditions. This type of VPP resource can be leveraged to support grid reliability, reduce SVCE power costs and obligations, push charging into hours where the electric grid has more clean resources, and lower customer bills.

Item 1e
SILICON VALLEY \3/ CEAN ENERGY
Agenda Item: 1e Agenda Date: 4/10/2024

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ANALYSIS & DISCUSSION
Pilot Results
Through the GridShift: EV Charging pilot, SVCE and ev.energy provided managed EV charging services to 79 participating vehicles. Over the course of a 6-month pilot period, participants are estimated to have saved over $5,000 in energy bill costs. In addition, low-carbon events that were conducted over a 2-month period resulted in over 4,400 lbs of CO2 emissions saved. Third-party evaluation of the program determined that around 66% of respondents would recommend the GridShift: EV Charging app. Key benefits of the GridShift:

EV Charging app include reduction of carbon impacts (cited by 88%) and lowering of charging costs (cited by 71%). Multiple comments and input from participants informed planned improvements to the app and customer experience for the proposed scaled program.

Need for Scaled-Up Program
In the wake of the August 2020 blackouts, CAISO, state regulators, SVCE and other stakeholders prioritized several near-, mid- and longer-term measures to ensure grid reliability in summer 2021 and beyond. A key strategy identified by stakeholders was specifically an increase in availability of and participation in VPP programs, which provide critical demand-side flexibility during times of grid stress. In response to the rotating outages in 2020, SVCE’s 2021 summer readiness goals necessitated additional demand flexibility, which was supported by scaling up the GridShift: EV Charging program.

This program has successfully enrolled 1,346 customers as of March 2024 and SVCE continues to work to assess the load impacts and innovate new tactics for effectively shifting load to support grid reliability and increasing renewables generation. In addition to bill and emissions savings resulting from steady-state managed charging, this program also offers voluntary events that users can participate in to further reduce their emissions, earn bill credits, and shift demand out of times of high grid stress. SVCE continues to collaborate with ev.energy to expand eligibility for the GridShift: EV Charging program, including exploring new vehicle and smart charger integrations and offering a charger rebate for customers whose EVs are not currently compatible with the app. Several other agencies in the Bay Area have subsequently signed contracts with ev.energy to offer similar apps to their customers.

One-Year Amendment
SVCE continues to test and evaluate VPP approaches using the GridShift: EV Charging program. We plan to continue increasing the number of customers taking advantage of its features in the next year. This one-year amendment with ev.energy will allow work to continue most seamlessly and keep accruing value to SVCE customers. The new not to exceed total was calculated using current and projected GridShift: EV Charging enrollment numbers for the coming year, along with a 10% buffer in case of more aggressive adoption. This will enable SVCE to continue providing managed EV charging services to SVCE customers. In addition to supporting demand flexibility, the program serves as an important program offering to help residential customers reduce energy costs associated with EV charging.

In order for SVCE to continue the GridShift: EV Charging program without interruption, staff in consultation with General Counsel has been negotiating final changes to the agreement amendment right up to the agenda deadline. If the Board authorizes the execution of the proposed agreement amendment with ev.energy, General Counsel will conduct a final review of the agreement and make any necessary changes to ensure that the contract terms are consistent and adequately protect the legal interests of SVCE.

STRATEGIC PLAN
The proposal supports SVCE’s updated 2023 Strategic Plan Goal 14, which is to “coordinate development of decarbonization and resilience strategy, lead design of local policy, and design and deploy programs”, by providing SVCE customers with a managed EV charging program to reduce the cost and emissions impact of their home EV charging. This program will also support SVCE communities and the state in achieving grid reliability goals and objectives for the 2024 summer season and beyond.

Item 1e
Agenda Item: 1e Agenda Date: 4/10/2024

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Item 1e

ALTERNATIVE
Do not authorize CEO to execute the agreement amendment with ev.energy. The agreement with ev.energy would expire in May 2024 and staff would need to issue a solicitation for a vendor to continue managing the GridShift: EV Charging program or close it down. In the interim period between May 2024 and the new vendor onboarding, the GridShift: EV Charging program would be put on pause and current users would no longer have access to the GridShift: EV Charging app. This would not be an optimal customer experience.

FISCAL IMPACT
The Board adopted the Decarbonization Strategy and Programs Roadmap in December 2018 (Resolution No. 2018-20), which included an initial budget allocation of $1.1M for the implementation of virtual power plant (VPP) programs. In March 2024, the Board allocated an additional $0.5M towards VPP programs, for a combined total of $1.6M. The proposed agreement amendment with a new not-to-exceed amount of $650,000 remains within the Board-approved VPP programs budget. Therefore, the approval of this contract amendment will have no incremental fiscal impact.

ATTACHMENTS

1. Draft Agreement Amendment with ev.energy for GridShift: EV Charging Program

2. Agreement with ev.energy for GridShift: EV Charging Program 1/2024 Version 1.0
FIRST AMENDMENT TO AGREEMENT WITH EV.ENERGY CORP
WHEREAS, the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency (“Authority”), and EV.ENERGY CORP entered into that certain agreement entitled SOFTWARE AS A SERVICE, effective on May 13, 2021, hereinafter referred to as “Original Agreement”; and WHEREAS, Authority and EV.ENERGY CORP have determined it is in their mutual interest to amend certain terms of the Original Agreement.

NOW, THEREFORE, FOR VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS:

1. Section 1-Term of the Original Agreement shall be amended to include the following:

Per Section 1- Term of the Agreement, the parties mutually agree to a Renewal Term of one (1) year, extending the Agreement until May 13, 2025.

2. Section 2- Not to Exceed Amount of the Original Agreement shall be revised to read as follows:

SVCE shall be responsible for and shall pay to Service Provider the fees as further described in Exhibit A, subject to the terms and conditions contained in this Agreement, including, but not limited to, Section 10 Fees; Billing, below. The total amount payable to Service Provider under this Agreement shall not exceed six hundred and fifty thousand dollars and no/100 ($650,000).

3. Section 13.3- Cooperation to Prevent Disclosure of Confidential Information of the Original Agreement shall be revised to replace reference to “Gov. Code § 6250 et seq.” with “Gov. Code § 7920.000 et seq.”

4. The paragraph titled “Authorized Users and Services Fees” of Exhibit A of the Original Agreement shall be revised to read as follows:

Authorized Users and Services Fees. This Agreement will be governed by a scalable pricing model, with a minimum commitment of up to 100 Authorized Users at a minimum price of $4,500 per month (“Minimum Commitment”). Between 101 and 500 Authorized Users, Service Provider shall invoice SVCE a fee of $9,095 per month. Between 501 and 1,000 Authorized Users, Service Provider shall invoice SVCE a fee of $12,127.50 per month. Beyond 1,000 Authorized Users, Service Provider shall invoice SVCE a fee of $1,516 per month per block of 500 incremental Authorized Users (e.g. 1,001 Authorizes Users would be invoiced at a fee of $13,643.50 per month). . Invoices will be prepared on a monthly basis and the Service Provider shall only invoice SVCE based on the number of Authorized Users who have had access to the Services for the full preceding calendar month.

5. The Table in Exhibit B of the Original Agreement shall be revised and amended to read as follows:

9. Test & release additional OEM smart-charging
integrations, which may include Jaguar, Land Rover,
Hyundai, Toyota, Kia, and Wallbox
May 13, 2024 May 12, 2025

14. Deliver New Year GridShift scale-up marketing
campaign
January 1, 2022 Ongoing
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15. Conduct third enrollment wave February 1, 2022 Ongoing

18. Reintroduce & deliver low-carbon events November 1, 2023 May 31, 2024

19. Reintroduce & deliver summer reliability events June 1, 2024 October 31, 2024

20. Deliver and execute on GridShift 2024-25 marketing
campaign plan
June 1, 2024 Ongoing

21. Conduct Q4 2024 enrollment wave1 October 1, 2024 October 31, 2024

22. Reintroduce & deliver low-carbon events November 1, 2024 May 12, 2025

23. Conduct Q1 2025 enrollment wave February 1, 2025 February 28, 2025

6. This Amendment shall be effective as of May 14, 2024.

7. Except as expressly modified herein, all of the provisions of the Original Agreement shall remain in full force and effect. In the case of any inconsistencies between the Original Agreement and this Amendment, the terms of this Amendment shall control.

8. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the dates set forth besides their signatures below.

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

RECOMMENDED FOR APPROVAL
___________________________________________________________ Amrit Singh, Chief Financial Officer/Director of Administrative Services EV.ENERGY CORP
By: __________________________
Name: ________________________
Title: _________________________
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Monica Padilla
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Title: Chief Executive Officer
Date: __________________________
APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk
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MASTER AGREEMENT

SOFTWARE AS A SERVICE
This agreement (“Agreement“) is entered into and is effective as of May 13, 2021 (“Effective Date”), by and between Silicon Valley Clean Energy, an independent public agency located at 333 W El Camino Real, #330, Sunnyvale, California 94087 (“SVCE”) and EV.ENERGY CORP., a Delaware Corporation with offices at 437 Kipling Street, Palo Alto, California 94301 (“Service Provider”).

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

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

1. Term. This Agreement is legally binding as of the Effective Date and shall continue until terminated as provided for herein. Unless this Agreement is terminated earlier in accordance with the terms set forth herein, the term (the “Initial Term“) shall commence on the Effective Date and continue for three (3) years. Following the Initial Term and unless otherwise terminated as provided for in this Agreement, this Agreement may be renewed for an indefinite number of successive one (1) year terms (each, a “Renewal Term”) upon mutual written agreement of the parties.

2. Not to Exceed Amount. SVCE shall be responsible for and shall pay to Service Provider the fees as further described in Exhibit A, subject to the terms and conditions contained in this Agreement, including, but not limited to, Section 10 Fees; Billing, below. The total amount payable to Service Provider under this Agreement shall not exceed four hundred thousand dollars ($400,000).

3. The Services. This Agreement sets forth the terms and conditions under which Service Provider agrees to license to SVCE certain hosted software and provide all other services necessary for productive use of such software including managed EV charging, priority hardware integrations, DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1e
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customer marketing, recruitment and on-boarding, customer support and troubleshooting, customer data monitoring and reporting, and continuous data security (collectively, the “Services“) as further set forth in Exhibit “A” attached hereto.

3.1 Authorized SVCE Users. Unless otherwise limited herein, Service Provider grants SVCE a renewable, irrevocable, nonexclusive, royalty-free, and worldwide right and license for any SVCE employee, contractor, or agent, or any other individual or entity authorized by SVCE (each, an “Authorized SVCE User”) to access and use the business-focused Services, including, for instance the web-based data portal, access to confidential program data, etc.

3.2 Authorized Users. Unless otherwise limited herein, Service Provider grants SVCE a renewable, irrevocable, nonexclusive, royalty-free, and worldwide right and license for each compatible electric vehicle (“EV”) or electric vehicle service equipment (“EVSE”) (each, an “Authorized User”) to access and use the Services. For the avoidance of doubt, a customer may utilize both a compatible EV and a compatible EVSE as part of their access to the Services and only be counted once as an Authorized User. However, if a customer utilizes multiple EVs as part of the Services, each EV will separately be counted as an Authorized User. An Authorized User will be counted and invoiced to SVCE unless marked as dormant and removed by SVCE from the program. Other than any limitations otherwise described herein, Authorized Users will have no other limitations on their access to or use of the Services.

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

3.4 Changes in Number of Authorized Users. Service Provider will invoice SVCE for an initial number of up to 100 Authorized Users (“Minimum Commitment”) and Service Provider shall invoice SVCE for monthly Service Fees no lower than this Minimum Commitment.

Should SVCE elect to increase the number of Authorized Users, Service Provider shall increase its Service Fees for subsequent calendar months in line with the pricing tiers specified in Exhibit A.

3.5 Control and Location of Services. The method and means of providing the Services shall be under the exclusive control, management, and supervision of Service Provider, giving due consideration to the requests of SVCE. Except as otherwise expressly set forth in Exhibit A, the Services (including all data storage), shall be stored at rest within the continental United States, European Union or United Kingdom and on computing and data storage devices residing therein, and all such locations shall be disclosed to SVCE annually and within thirty (30) days of the effective date of this Agreement. SVCE acknowledges the Service Provider may occasionally and temporarily (one week or less) access a limited set of data from outside of these geographies; for example during international travel or if a sub-contractor is temporarily-based outside of these geographies. In the event access outside these geographies is required for more than one week, Service Provider shall provide written notification to SVCE with the title of the resource, reason for extended outside-geography access, and estimation of when the need will be removed.

3.6 Subcontractors. Service Provider reserves the right to enter into subcontracts for the performance of a subset of the Services as part of this Agreement, subject to SVCE’s written approval. If newly appointed subcontractors will be involved in processing personal DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1e
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information on behalf of SVCE, the Service Provider will notify SVCE by updating the list of subcontractors used in the Service Provider’s privacy policy, which can be found on its website here: https://ev.energy/privacy-policy/. Service Provider’s use of subcontractors shall not relieve Service Provider of any of its duties or obligations under this Agreement.

3.7 Development and Test Environments. The Service Provider shall not usually notify SVCE of any new releases to the mobile application or software, but will notify SVCE in advance of any new releases or updates that affect the core functionality of the Services. The Service Provider will notify SVCE how the new releases or updates differ in the functionality, performance, and compatibility of the software and Services before such new releases are deployed into live production. SVCE is entitled to test the functionality using a test version of the software at no additional charge.

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

3.9 Changes in Functionality. During the term of this Agreement, Service Provider shall not reduce or eliminate functionality in the Services. Where Service Provider has reduced or eliminated functionality in the Services, SVCE, at SVCE’s sole election and in SVCE’s sole determination, shall: (a) have, in addition to any other rights and remedies under this Agreement or at law, the right to immediately terminate this Agreement and be entitled to a return of any prepaid fees; or, (b) determine the value of the reduced or eliminated functionality and Service Provider will immediately adjust the Services Fees accordingly on a prospective basis. . Where Service Provider increases functionality in the Services, such functionality shall be provided to SVCE without any increase in the Services Fees unless the functionality or feature was requested and agreed to by SVCE, in which case Service Provider shall invoice SVCE for the mutually-agreed associated costs as described in §6.

3.10 No Effect of Click-Through Terms and Conditions. Where an Authorized SVCE User is required to “click through” or otherwise accept or made subject to any online terms and conditions in accessing or using the Services, such terms and conditions are not binding and shall have no force or effect as to the Services or this Agreement. Where an Authorized User (i.e. GridShift program participant) is required to “click through” or otherwise accept or made subject to any online terms and conditions in accessing or using the Services, such terms and conditions may be binding if reviewed and agreed upon by SVCE.

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

3.12 Compliance with All Laws. Service Provider shall keep itself informed of all applicable federal, state and local laws, ordinances, codes, regulations and requirements which may, in any manner, affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Service Provider shall, at all times, observe and DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1e
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comply with all such applicable laws and regulations, including, but not limited to the Americans with Disabilities Act. SVCE, and its officers and employees, shall not be liable at law or in equity by reason of the failure of the Service Provider to comply with this paragraph.

4. Service Levels.

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

4.2 Service Level Reporting. On a quarterly basis, in arrears and no later than the fifteenth (15th) calendar day of the subsequent month following the reporting period, Service Provider shall provide reports to SVCE describing the performance of the Services and of Service Provider as compared to the Service Level Standards. The report shall be in a form agreed-to by SVCE, and, in no case, shall contain less than the following information: (a) actual performance compared to the Service Level Standard; (b) the cause or basis for not meeting the Service Level Standard; (c) the specific remedial actions Service Provider has undertaken or will undertake to ensure that the Service Level Standard will be subsequently achieved; and, (d) any Performance Credit due to SVCE. Service Provider and SVCE will meet quarterly to review the performance of Service Provider as it relates to the Service Levels. Where Service Provider fails to provide a report for a Service Level in the applicable timeframe, the Service Level shall be deemed to be completely failed for the purposes of calculating a Performance Credit. Service Provider shall, without charge, make SVCE’s historical Service Level reports available to SVCE upon request.

4.3 Failure to Meet Service Level Standards. In the event Service Provider does not meet a Service Level Standard, Service Provider shall: (a) owe to SVCE any applicable Performance Credit, as liquidated damages and not as a penalty; and, (b) use its best efforts to ensure that any unmet Service Level Standard is subsequently met. Notwithstanding the foregoing, Service Provider will use its best efforts to minimize the impact or duration of any outage, interruption, or degradation of Service. In no case shall SVCE be required to notify Service Provider that a Performance Credit is due as a condition of payment of the same.

4.4 Termination for Material and Repeated Failures. SVCE shall have, in addition to any other rights and remedies under this Agreement or at law, the right to immediately terminate this Agreement, and be entitled to a return of any pro-rated fees where Service Provider fails to meet any Service Level Standard: (a) to such an extent that the SVCE’s ability, as solely determined by SVCE, to use the Services is materially disrupted, force majeure events excepted; or, (b) for four (4) months out of any twelve (12) month period.

4.5 Audit of Service Levels. No more than annually, SVCE or SVCE’s agent shall have the right to audit Service Provider’s books, records, and measurement and auditing tools to verify Service Level Standard achievement and to determine correct payment of any Performance Credit, at SVCE’s own cost. Where it is determined that any Performance Credit was due to SVCE but not paid, Service Provider shall immediately owe to SVCE the applicable Performance Credit.

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5. Support; Maintenance; Additional Services.

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

5.2 Maintenance. Service Provider shall provide bug fixes, corrections, modifications, enhancements, upgrades, and new releases to the Services to ensure: (a) the functionality of the Services, as described in the Documentation, is available to Authorized Users; (b) the functionality of the Services in accordance with the representations and warranties set forth herein, including but not limited to, the Services conforming in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in Exhibit A and the Documentation; (c) the Service Level Standards can be achieved; (d) the mobile app Services work with the then-current version and the three prior versions of Apple iOS and Google Android mobile operating systems; and (e) the web-based data portal Services work with the then-current version and the three prior versions of Internet Explorer, Mozilla Firefox, and Google Chrome internet browsers. The Services Fees shall be inclusive of the fees for maintenance except where explicitly stated in Exhibit A as they relate to external data ingestion fees.

5.2.1 Required Notice of Maintenance. Unless as otherwise agreed to by SVCE on a case-by-case basis, Service Provider shall provide no less than thirty (30) calendar day’s prior written notice to SVCE of all non-emergency maintenance to be performed on the Services, such written notice including a detailed description of all maintenance to be performed. For emergency maintenance, Service Provider shall provide as much prior notice as commercially practicable to SVCE and in any circumstance no later than one (1) business day following the implementation of the emergency maintenance.

5.2.2 Acceptance of Non-Emergency Maintenance. For non-emergency maintenance, only on an exceptional basis and upon written request to the Service Provider shall SVCE have a mutually agreed-upon period to test any maintenance changes prior to Service Provider introducing such maintenance changes into production (the “Maintenance Acceptance Period”). In the event that SVCE rejects, for good cause, any maintenance changes during the Maintenance Acceptance Period, Service Provider shall not introduce such rejected maintenance changes into production. At the end of the Maintenance Acceptance Period, if SVCE has not rejected the maintenance changes, the maintenance changes shall be deemed to be accepted by SVCE and Service Provider shall be entitled to introduce the maintenance changes into production.

5.3 Customization / Integration Services. Service Provider shall provide the Customization / Integration Services, if any, described in Exhibit A. The Services Fees shall be in addition to the fees for the Customization / Integration Services.

5.4 Training Services. Service Provider shall provide the Training Services, if any, described in Exhibit A. The Services Fees shall be inclusive of the fees for the Training Services.

6. Audit Rights of Service Provider. Service Provider shall have no right to conduct an on-premises audit of SVCE’s compliance with the use of the Services. No more than once annually, Service Provider shall have the right to request from SVCE its certification of compliance with the DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1e
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permitted number of Authorized Users. Where the actual number of users exceeds the permitted number of Authorized Users, SVCE, at SVCE’s sole election shall, within thirty (30) business days:
(a) reduce the actual number of users so as to be in compliance with the permitted number of Authorized Users in which case no additional Services Fees shall be due to Service Provider; or, (b) acquire the appropriate number of Authorized Users’ licenses at the rate specified in Exhibit A so as to be in compliance with the permitted number of Authorized Users.

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

8. Termination; Renewals.

8.1 Termination for Convenience. Without limiting the right of a party to terminate this Agreement as provided for in this Agreement, either Party may terminate this Agreement for convenience upon not less than two (2) months’ prior written notice to the other Party.

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

8.3 Termination for late payment. The Service Provider may terminate this agreement with immediate effect if SVCE fails to make payment within 30 calendar days of written notice of arrears which have accumulated to a value greater than or equal to $20,000 worth of previously raised and overdue invoices.

8.4 Payments upon Termination. Upon the termination of this Agreement, SVCE shall pay to Service Provider all undisputed and/or pro-rated amounts due and payable hereunder, if any, and Service Provider shall pay to SVCE all amounts due and payable hereunder, such as Performance Credits and prepaid fees, if any.

8.5 Return of SVCE Data. Upon the termination of this Agreement, Service Provider shall, within fourteen (14) business days following the termination of this Agreement, provide SVCE, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Service Provider), with a final extract of the SVCE Data in the format specified by SVCE. Further, Service Provider shall certify to SVCE the destruction of any SVCE Data within the possession or control of Service Provider, in accordance with Section 12.5, but such destruction shall occur only after the SVCE Data has been returned to SVCE. This Section shall survive the termination of this Agreement.

8.6 Renewals. Should the Services continue beyond the Initial Term, the Services Fees for the Renewal Term may be increased no more than ten percent (10%) of the previous year’s Service Fees on an annualized basis.

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

This Section shall survive the termination of this Agreement.

10. Fees; Billing. Any sum due Service Provider for the Services for which payment is not otherwise specified shall be due and payable no later than thirty (30) business days after receipt by SVCE of an invoice from Service Provider.

10.1 Billing Procedures. Service Provider shall bill to SVCE the sums due pursuant to Exhibit A by Service Provider’s invoice, which shall contain: (a) SVCE’s purchase order number, if any, and Service Provider’s invoice number; (b) description of Services for which an amount is due; (c) the fees or portion thereof that are due; (d); taxes, if any; (e); any Performance Credits or other credits; and, (f) total amount due. Service Provider shall forward invoices in electronic format to the email address of the designated SVCE program manager and [email protected].

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

10.3 Credits. Any amounts due to SVCE, such as a Performance Credit, from Service Provider may be applied by SVCE, at the sole election of SVCE, against any current or future fees due to Service Provider. Any such amounts that are not so applied by SVCE shall be paid to SVCE by Service Provider within thirty (30) calendar days following SVCE’s request.

This Section shall survive the termination of this Agreement.

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

10.5 Auditable Records. Service Provider shall maintain accurate records of all fees billable to, and payments made by, SVCE in a format that will permit audit by SVCE for a period of no less than three (3) years from when a fee was incurred or a payment was made. The foregoing obligation of Service Provider shall survive the termination of this Agreement.

10.6 Billing Reviews by Third-Parties. For purposes of determining the competitiveness and appropriateness of fees charged to SVCE by Service Provider, SVCE is entitled to disclose DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1e
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to a third-party this Agreement, and any other data pertaining to fees paid or payable by SVCE to Service Provider.

10.7 No Suspension of Services. Service Provider shall not suspend any part of the Services where: (a) SVCE is reasonably disputing any amount due to Service Provider; or, (b) any unpaid but undisputed amount due to Service Provider is less than ninety (90) business days in arrears.

11. Representations and Warranties.

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

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

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

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

11.1.4 it shall comply with all applicable federal, state, local, or other laws and regulations applicable to the performance by it of its obligations under this Agreement and shall obtain all applicable permits and licenses required of it in connection with its obligations under this Agreement; and,

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

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

11.2.1 it is in the business of providing the Services;

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

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

11.2.4 it acknowledges that SVCE is relying on its representation of its experience and expert knowledge, and that any substantial misrepresentation may result in damage to SVCE;

11.2.5 it knows the particular purpose for which the Services are required by SVCE; DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1e
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11.2.6 it is the lawful licensee or owner of the Services (excluding any SVCE Data therein) and has all the necessary rights in the Services to grant the use of the Services to SVCE;

11.2.7 any open-source software provided by the Service Provider may be used according to the terms and conditions of the specific license under which the relevant Open-Source Software is distributed, but is provided ‘as is’;

11.2.8 it shall disclose any third-party (which shall, for purposes of this Agreement, be deemed a subcontractor) whose intellectual property is incorporated into the Services or who is necessary for the performance of the Services and it shall maintain in-force written agreements with such third-party, if any, for the term of this Agreement;it has the expertise to perform the Services in a competent, workmanlike, and professional manner;

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

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

11.2.11 in the case of SVCE’s reasonable dispute of any Service Provider invoice, it shall not withhold the performance of Services, including, without limitation, access and use of the Services, Technical Support, Maintenance, and extract of SVCE Data; and,the Services will conform in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in Exhibit A and the Documentation.

11.3 No representation or warranty is given by the Service Provider:

11.3.1 that all faults will be fixed within a specified period, with the exception of faults that fall within defined service response levels outlined in this Agreement,

11.3.2 that third parties (for example, vehicle and/or charger manufacturers) will enable continued access to control charging and/or collect data via their platforms.

11.4 All other conditions, warranties or other terms which might have effect between the parties or be implied into this Agreement by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose and the use of reasonable skill and care.

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11.5 Any unauthorized modifications to or improper use of the Services by, or on behalf of, SVCE and its Authorized Users shall render all Contractor’s warranties and obligations under this Agreement null and void.

12. SVCE Data.

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

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

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

12.4 Backup and Recovery of SVCE Data. As a part of the Services, Service Provider is responsible for maintaining a backup of SVCE Data and for an orderly and timely recovery of such data in the event that the Services may be interrupted. Unless otherwise described in Exhibit A, Service Provider shall maintain a contemporaneous backup of SVCE Data that can be recovered within two (2) hours at any point in time. Any backups of SVCE Data shall not be considered in calculating storage used by SVCE.

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

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

13.1 Meaning of Confidential Information. For the purposes of this Agreement, the term “Confidential Information” shall mean all information and documentation of a party that:
(a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked “confidential” or with words of similar meaning; and, (c) should reasonably be recognized as confidential information of the disclosing party. Except for electric and gas usage information provided to Service Provider pursuant to this Agreement, the term “Confidential Information” does not include any information or documentation that was:

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(a) already in the possession of the receiving party without an obligation of confidentiality; (b) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (c) obtained from a source other than the disclosing party without an obligation of confidentiality; or, (d) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving party). For purposes of this Agreement, in all cases and for all matters, SVCE Data shall be deemed to be Confidential Information.

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

13.3 Cooperation to Prevent Disclosure of Confidential Information. Each party shall use its best efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each party shall advise the other party immediately in the event either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person. It is understood that SVCE is subject to the California Public Records Act (Gov. Code § 6250 et seq.). If a request under the California Public Records Act is made to view Service Provider’s Confidential Information, SVCE shall notify Service Provider of the request and the date that such records will be released to the requester unless Service Provider obtains a court order enjoining that disclosure. If Service Provider fails to obtain a court order enjoining that disclosure, SVCE will release the requested information on the date specified.

13.4 Remedies for Breach of Obligation of Confidentiality. Each party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages.

Accordingly, a party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available, to include, in the case of SVCE, at the sole election of SVCE, the immediate termination, without liability to SVCE, of this Agreement.

13.5 Surrender of Confidential Information upon Termination. Upon termination of this Agreement or an Exhibit A, in whole or in part, each party shall, within five (5) calendar days from the date of termination, return to the other party any and all Confidential Information received from the other party, or created or received by a party on behalf of the other party, which is in such party’s possession, custody, or control; provided, however, that Service Provider shall return SVCE Data to SVCE following the timeframe and procedure described further in this Agreement. Should Service Provider or SVCE determine that the return of any SVCE Data or non-SVCE Data Confidential Information is not feasible, Service Provider shall destroy the data comprising such Confidential Information in compliance with the most current version of NIST standard SP800-88, or DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1e
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other standard acceptable to the SVCE, and shall certify the same in writing within five (5) calendar days from the date of termination to the other party.

14. Data Privacy and Information Security.

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

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

14.2 Audit by Service Provider. At SVCE’s request, sole cost to bear, and vendor selection responsibility, Service Provider shall undergo a vendor risk management assessment focusing on IT general controls, data privacy, and information security to support SVCE’s responsibility under CPUC decision 12-08-045

14.3 Right of Audit by SVCE. Without limiting any other audit rights of SVCE, SVCE shall have the right to review Service Provider’s data privacy and information security program prior to the commencement of Services and from time to time during the term of this Agreement. During the providing of the Services, upon request by SVCE and at most one (1) time per calendar year, Service Provider agrees to complete, within forty-five (45 days) of receipt, a vendor risk management questionnaire provided by SVCE regarding Service Provider’s data privacy and information security program.

14.4 Audit Findings. Service Provider shall address weakness(es) identified in a vendor risk assessment or similar review with additional safeguards or by demonstrating compensating controls for the identified weakness(es).

14.5 Pattern of Violations. It shall be considered a material breach of this Agreement if Service Provider engages in a pattern or practice of accessing, storing, using, or disclosing the Confidential Information in violation of the contractual obligations described herein.

Service Provider understands that if SVCE finds that Service Provider is engaged in a pattern or practice of accessing, storing, using, or disclosing Confidential Information in violation of this Agreement SVCE shall promptly cease all disclosures of Confidential Information to Service Provider. Service Provider further understands that if SVCE receives a customer complaint about Service Provider’s misuse of data or other violation DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1e
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of the Disclosure Provisions, SVCE shall promptly cease disclosing that customer’s information to Service Provider and shall notify the California Public Utilities Commission (“CPUC”)of the complaint.

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

14.7 Injunction, Specific Performance or Such Other Relief. Service Provider acknowledges that disclosure or misappropriation of any Confidential Information could cause irreparable harm to SVCE and/or SVCE Customers, the amount of which may be difficult to assess.

Accordingly, Service Provider hereby confirms that the SVCE shall be entitled to apply to a court of competent jurisdiction or the CPUC for an injunction, specific performance or such other relief (without posting bond) as may be appropriate in the event of improper disclosure or misuse of its Confidential Information by Service Provider or its employees or representatives. Such right shall, however, be construed to be in addition to any other remedies available to the SVCE, in law or equity.

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

15. Proprietary Rights.

15.1 Intellectual Property Ownership. The intellectual property of the software Services provided by the Service Provider (other than open-source software and third-party software) are, and shall remain, the property of the Service Provider, and the Service Provider reserves the right to grant a license to use its software Services to any other party or parties. SVCE acquires no rights in or to the Service Provider’s software and accompanying documentation other than those expressly granted by this Agreement.

SVCE shall not permit any third parties (apart from Authorized Users and Authorized SVCE Users) to access the Service Provider’s software and/or Services without its prior written consent.

15.2 Pre-existing Materials. SVCE acknowledges that, in the course of performing the Services, Service Provider may use software and related application programming interfaces (“APIs”), algorithms, codes, methodologies and designs that have been previously developed by Service Provider (collectively, the “Pre-existing Materials,” which shall include the Services) and that the same shall remain the sole and exclusive property of Service Provider.

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

15.4 Infringement of Intellectual Property. SVCE shall use commercially reasonable efforts to prevent any infringement of the Service Provider’s Intellectual Property Rights in the DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1e
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Contractor Software and shall promptly report to the Service Provider any such infringement that comes to its attention.

15.5 No sub-license. SVCE shall not sub-license, rent, lend, assign, or transfer the software and Services of the Service Provider, to any other entity other than to Authorized Users as outlined in this Agreement, without the prior written consent of the Service Provider.

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

16. Indemnification; Limitation of Liability; Insurance.

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

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

16.3 Indemnification Procedures. Promptly after receipt by SVCE of a threat, notice, or filing of any Claim against an Indemnitee, SVCE shall give notice thereof to Service Provider, provided that failure to give or delay in giving such notice shall not relieve Service Provider DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1e
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of any liability it may have to the Indemnitee except to the extent that Service Provider demonstrates that the defense of the Claim is prejudiced thereby. Service Provider shall have sole control of the defense and of all negotiations for settlement of a Claim and SVCE shall not independently defend or respond to a Claim; provided, however, that: (a) SVCE may defend or respond to a Claim, at Service Provider’s expense, if SVCE’s counsel determines, in its sole discretion, that such defense or response is necessary to preclude a default judgment from being entered against an Indemnitee; and, (b) SVCE shall have the right, at its own expense, to monitor Service Provider’s defense of a Claim. At Service Provider’s request, SVCE shall reasonably cooperate with Service Provider in defending against or settling a Claim; provided, however, that Service Provider shall reimburse SVCE for all reasonable out-of-pocket costs incurred by SVCE (including, without limitation, reasonable attorneys’ fees and expenses) in providing such cooperation.

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

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

The Indemnitees shall be named as additional insureds in the commercial general, cyber, and excess liability policies which shall contain standard cross liability clauses. Service Provider shall cause the liability it assumed under this Agreement to be specifically insured under the contractual liability section of the liability insurance policies. The liability policies shall be primary without right of contribution from any Indemnitee, and Service Provider waives all rights of subrogation with respect to said policies. Such policies shall require that SVCE be given no less than thirty (30) calendar days prior written notice of any cancellation thereof or material change therein. SVCE shall have the right to request (with Service Provider’s mutual agreement) an adjustment of the limits of liability for commercial general, cyber, and excess liability, and/or professional liability insurance as Service Provider’s exposure to SVCE increases. Service Provider shall provide SVCE with certificates of insurance and original endorsements, evidencing all of the above coverage, including all special requirements specifically noted above, and shall provide SVCE with certificates of insurance evidencing renewal or substitution of such insurance thirty (30) calendar days prior to the effective date of such renewal or substitution DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1e
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17. General.

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

17.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the federal laws of the United States of America.

Service Provider hereby consents and submits to the jurisdiction and forum of the state and federal courts in the County of Santa Clara, State of California, in all questions and controversies arising out of this Agreement.

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

17.4 Compliance with Laws; SVCE Policies and Procedures. Service Provider agrees to comply with all applicable federal, state, and local laws, executive orders and regulations issued, where applicable. Service Provider shall comply with SVCE policies and procedures where the same are posted, conveyed, or otherwise made available to Service Provider.

17.5 Cooperation. Where agreement, approval, acceptance, consent or similar action by either party hereto is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld. Each party will cooperate with the other by, among other things, making available, as reasonably requested by the other, management decisions, information, approvals, and acceptances in order that each party may properly accomplish its obligations and responsibilities hereunder. Service Provider will cooperate with any SVCE supplier performing services, and all parties supplying hardware, software, communication services, and other services and products to SVCE, including, without limitation, the Successor Service Provider. Service Provider agrees to cooperate with such suppliers, and shall not commit or permit any act which may interfere with the performance of services by any such supplier.

17.6 Force Majeure; Excused Performance. Neither party shall be liable for delays or any failure to perform the Services or this Agreement due to causes beyond its reasonable control.

Such delays include, but are not limited to, fire, explosion, flood, pandemic or other natural catastrophe, governmental legislation, acts, orders, or regulation including “shelter-in-place” orders, strikes or labor difficulties, to the extent not occasioned by the fault or DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1e
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negligence of the delayed party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party. However, the delayed party shall use its best efforts to minimize the delays caused by any such event beyond its reasonable control. Where Service Provider fails to use its best efforts to minimize such delays, the delays shall be included in the determination of Service Level achievement.

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

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

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

17.9 Notices. Any notice given pursuant to this Agreement shall be in writing and shall be given by email or by United States certified mail, return receipt requested, postage prepaid to the addresses appearing at the end of this Agreement, or as changed through written notice to the other party. Notice given by email shall be deemed effective on the date it is delivered to the addressee, and notice mailed shall be deemed effective on the third day following its placement in the mail addressed to the addressee. For notices given by email, addressee shall provide acknowledgement within 10 business days of receipt. If the sender does not receive acknowledgement from the addressee within 10 business days, the notice shall then be given by certified mail.

17.10 Assignment of Agreement. This Agreement and the obligations of Service Provider hereunder are personal to Service Provider. Neither Service Provider nor any successor, receiver, or assignee of Service Provider shall directly or indirectly assign this Agreement or the rights or duties created by this Agreement, whether such assignment is effected in connection with a sale of Service Provider’s assets or stock or through merger, an insolvency proceeding or otherwise, without the prior written consent of SVCE. In the case of an assignment by Service Provider, Service Provider represents and warrants that it has all requisite rights and power to transfer any agreements or other rights with third-DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1e
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parties whose software is incorporated into the Services or who are necessary for the performance and use of the Services. SVCE, at SVCE’s sole election, may assign any and all of its rights and obligations under this Agreement to any company that succeeds to substantially all of SVCE’s business.

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

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

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

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

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

17.16 Conflict Of Interest. Service Provider warrants that it, its officers, employees, associates and subcontractors, presently have no interest, and will not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it, its officers, employees, associates and subcontractors, will not employ any person having such an interest. Service Provider and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1e
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the State of California applicable to Service Provider’s services under this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Service Provider may perform similar services for other clients, but Service Provider and its officers, employees, associates and subcontractors shall not, without the SVCE Representative’s prior written approval, perform work for another person or entity for whom Service Provider is not currently performing work that would require Service Provider or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Service Provider shall incorporate a clause substantially similar to this section into any subcontract that Service Provider executes in connection with the performance of this Agreement. Service Provider understands that it may be required to fill out a conflict of interest form if the services provided under this Agreement require Service Provider to make certain governmental decisions or serve in a staff SVCE, as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.

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

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

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

17.20 Exclusivity. The Service Provider shall be free to work with other community choice aggregators, energy utilities, energy retailers, and energy service companies as required by its business model. This notwithstanding, the Service Provider shall provide SVCE visibility into the number of SVCE customers to whom it is providing EV charging services outside of the GridShift program, and commits to collaborating with SVCE to originate said customers onto the GridShift program.

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

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

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

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

Executed on the dates set forth below by the undersigned authorized representative of SVCE and Service Provider to be effective as of the Effective Date.

RECOMMENDED FOR APPROVAL
___________________________________________________________ Aimee Bailey, Director of Decarbonization and Grid Innovation Programs

RECOMMENDED FOR APPROVAL
___________________________________________________________ Amrit Singh, Chief Financial Officer/Director of Administrative Services DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1e
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SILICON VALLEY CLEAN ENERGY (SVCE)
By:

Name: Girish Balachandran
Title: Chief Executive Officer
Date:

Addresses for Notice:

Email: [email protected]
Mailing Address: 333 W El Camino Real, #330, Sunnyvale, CA 94087 EV.ENERGY CORP. (SERVICE PROVIDER)
By:

Name: Nick Woolley
Title: Director
Date:

Addresses for Notice:

E-mail: [email protected]
Mailing address: 437 Kipling Street #200, Palo Alto, CA 94301 APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk
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EXHIBIT A

STATEMENT OF SERVICES, SUPPORT, AND SERVICE LEVEL AGREEMENT This Exhibit A - Statement of Services and Service Level Agreement shall be incorporated in and governed by the terms of that certain Master Software as a Service Agreement by and between SILICON VALLEY CLEAN ENERGY (“SVCE“) and EV.ENERGY CORP. (“Service Provider”) dated May 13, 2021, (“Agreement”). In the event of a conflict between the provisions contained in the Agreement and those contained in this Exhibit A, the provisions contained in the Agreement shall prevail.

Services Description. Service Provider shall provide the following Services to SVCE through this Agreement:
a) Smart Energy Service development, configuration and deployment; b) Smart Energy Service delivery;
c) Marketing Services;
d) Technical Support Services; and
e) Training Services.

Smart Energy Service development, configuration and deployment. Service Provider will provide the hardware integrations, mobile app features and utility data portal included in the non-Hardware Agreement between the Parties dated May 1, 2020. New hardware integrations and mobile app features may or may not be released and made available to Authorized Users in line with the Service Provider’s non-binding product roadmap. Customized or time-sensitive hardware integrations, data ingestion feeds or features for the Smart Energy Service will be delivered at the below prices in accordance with a mutually agreed upon set of requirements and timetable outlined in Exhibit B:
a) Vehicle telematic integrations: $15,000 per Original Equipment Manufacturer (OEM) b) EVSE integrations: $15,000 per model
c) Event-based data ingestion feeds: $10,000 to build each feed, plus additional charges on a time & materials basis for any work required to update and/or maintain the functionality of these feeds (rate card to be provided)
d) Reporting on event performance & efficacy: chargeable on a time & materials basis; rate card to be shared
SVCE will be able to access each of the above via a mobile test environment upon delivery. Within ten business days of the Service Provider’s delivery, SVCE shall review the additional integration, customization or feature to confirm that it meets and confirms to the mutually agreed up on set of requirements. Should the Service Provider fail in any material respect to conform with the requirements, SVCE shall give the Service Provider a detailed description of any such non-conformance, in writing, within the ten-day review period. If SVCE does not provide any written comments in the ten-day period described above, or the new integration/customization/feature is found to conform with SVCE’s requirements, then the Service Contractor shall consider its work to be deemed accepted and will deploy the work into a production environment ready for use by the Authorized Users.

Smart Energy Service delivery. Beginning on the effective date of this Agreement, and for the duration of the Agreement, the Service Provider shall provide managed EV charging services for Authorized Users. “Managed EV charging” shall mean the ability to wirelessly connect to the customer’s compatible EV or compatible EVSE, and control charging on/off to deliver a charging schedule that has been optimized to one or multiple variables set by SVCE for charging done at the customer’s primary residential address supplied by SVCE. These variables may include time-of-use rate pricing and hours and/or average or marginal carbon emissions from energy generation. The Service Provider will manage ongoing new DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1e
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releases and updates to the Smart Energy Service as it deems necessary to maintain functionality, performance and compatibility.

Service Provider shall also continue to provide a mobile application (“GridShift app”) designed with SVCE branding which allows SVCE customers to create an account, select or automatically be matched with their electricity rate, connect their compatible EV or compatible EVSE, receive notifications, set a ready-by time for scheduled managed charging, temporarily override managed charging, view approximate energy consumption and costs for historic charging sessions, disable managed EV charging, contact customer support, and revoke the Service Provider’s access to control their vehicle and/or EVSE.

In addition, Service Provider shall work with SVCE to design and deploy events, which are periods of time that SVCE customers are encouraged to either shift their charging toward or away from. Events will be designed around triggers such as: average or marginal carbon emissions from energy generation, grid reliability triggers (e.g. Flex Alerts, Emergency Load Reduction Program, Critical Peak Pricing/Peak Day Pricing), and SVCE-defined triggers. Service Provider shall maintain oversight over the event triggers through the data ingestion feeds built during Smart Energy Service development, configuration & deployment, but cannot make any guarantees about the efficacy or performance of such event triggers.

SVCE shall provide the Service Provider with minimum thirty (30) days’ notice in advance of any changes to the source or nature of these event triggers. The procedure and communications required to call an event shall be mutually agreed upon by SVCE and Service Provider.

Additional detail on likely event triggers is included in Table 1 to indicate possible event frequencies, dispatch profiles, triggers, and processes for notification. Service Provider and SVCE shall work to further refine the event triggers, core attributes of each event type, and associated communication channel(s) to all or select Authorized Users, but the information in Table 1 sets the general expectation of types of integrations and activity that will be needed to support events.

Flex Alert ELRP CPP/PDP SVCE-defined
reliability
Low-carbon
Event type Reliability Reliability Reliability Reliability Clean charging Context Issued by
CAISO
CPUC
Emergency
Load
Reduction
Program
PG&E Peak
Day Pricing
events
SVCE-defined
events
SVCE and
Service
Provider-defined events
Frequency ~10 per year Annual
dispatch limit
of 60 hours
9 – 15 per year Around 2 per
month
Around 10 per
month
Season Jun – Oct Jun – Oct Jun – Oct Year-round
(focused on
Jun – Oct)
Year-round
Time of day 4pm – 9pm
Pacific
4pm – 9pm
Pacific
4pm – 9pm
Pacific
Any time Off-peak hours
Event duration 5 hours 1 – 5 hours 5 hours TBD TBD
Trigger Grid
emergencies
CAISO Alert
declaration
followed by
IOU activation
Event days are
triggered by
high
temperatures,
To be defined
by SVCE
Average or
marginal grid
emissions falls
below a
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of day-ahead /
day-of trigger
CAISO
emergencies or
high market
prices
threshold
determined by
SVCE and
Service
Provider
Notice Usually day-ahead,
sometimes
little to no
advance notice
Both day-ahead and day-of triggers Day-ahead Day-ahead 6 – 24 hours ahead
Notification
method
Posted to ISO
website
TBD Forecast
available on
PG&E
website. Event
day alerts
available to
participants.

SVCE notifies
Service
Provider via e-mail
CAISO
integration
(average
emissions) or
WattTime
SGIP API call
(marginal
emissions)
Table 1. Table of event triggers
Finally, Service Provider shall provide to SVCE a web-based data portal through which Authorized SVCE Users can view and download aggregated and customer-level charging data that is updated and made available in real time. Customer-level charging data shall be of sufficient granularity and quality in order to enable SVCE to claim incremental LCFS credits for customers’ residential charging, and in order to enable SVCE to match charging sessions to an individual customer account or address and the customer’s vehicle model and/or charger model. In addition, customer-level charging data shall include indicators that flag whether the charging occurred at the home address the Authorized User has specified in the mobile app, flag the customer’s participation in events, and flag when secondary emissions optimization has occurred. The web-based data portal shall also provide a list of all Authorized Users and their program status (i.e. smart-charging enabled, smart-charging disabled, dormant).

Marketing Services. As part of its intention to increase the number of Authorized Users, the Service Provider shall provide core Marketing Services at no additional cost to SVCE. These Marketing Services will be designed and executed by the Service Provider and may include targeted email and social media campaigns, communications via EV owners’ associations and forums, online advertising, customer referrals, and referrals from third parties including hardware manufacturers and installers. Any marketing materials that are co-branded or use SVCE’s name must be approved by SVCE. When requested by SVCE and where practical, the Service Provider will support SVCE in designing and executing its own customer outreach campaigns including but not limited to the time-of-use transition. In addition, as part of its commitment to growing the GridShift program and the number of Authorized Users receiving the Services, SVCE will also commit financial and human resources to market and grow the GridShift program, including but not limited to SVCE marketing and communications staff support, one-time program enrollment incentives, rebates for Gridshift-compatible EVSEs, and/or financial incentives for customers who participate in any number of the events listed in Table 1.

Technical Support Services. Service Provider will provide to Authorized SVCE Users and Authorized Users with email support (“Technical Support”), with responses to any queries raised to DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1e
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[email protected] provided within 3 business days. Technical Support will include any research and resolution activity performed by Service Provider.
a) Scope of Technical Support. Technical Support shall be provided in English and shall include assisting SVCE and/or its Authorized Users with general inquiries in connection with the Services, remote diagnosis (and where possible) correction of any errors/bugs/failures to ensure that the Authorized User is provided with the functionalities described above, and responding to SVCE with all reasonable requests for information or assistance as soon as reasonably practicable.
b) Service Provider’s obligations. Service Provider shall have no obligation to provide Technical Support where faults rise from (i) misuse, incorrect use of or damage to the customer’s hardware or firmware; (ii) failure of the customer or SVCE to maintain the necessary environmental conditions for use of the managed charging software; (iii) use of the managed charging software or mobile app in combination with any hardware not designated as compatible by the Service Provider; or (iv) any modification to the customer’s hardware, firmware or software not authorized by the Service Provider. The Service Provider will not provide or be under any obligation to provide on-site Technical Support. c) SVCE’s obligations. SVCE shall cooperate with the Service Provider in any manner reasonably required in order to carry out Technical Support Services, including provision of information and data, making available Authorized SVCE Users, and providing any information in relation to the diagnosis of any errors, bugs or failures.

Training Services. Service Provider shall provide each Authorized SVCE User with a one-time online training session on how to access and utilize the web-based data portal. In addition, Service Provider shall provide all new Authorized Users with on-boarding instructions, web-based FAQs, and/or pre-recorded on-boarding tutorials available via web access. Training for new Authorized Users will cover how to connect a compatible vehicle/EVSE, how to set a home charging location and ready-by time, how to enable advanced app features including push notifications and automatic off-peak charging, and how to override or disable managed charging. Training for new Authorized Users will be provided no earlier than 30 days prior to, and no later than 30 days after, the official date of their enrollment in the managed charging program as communicated by SVCE to the Service Provider. Any additional training required by SVCE shall be provided at the Service Provider’s standard rates then in force.

Start Date and End Date. Services shall begin on the Effective Date and be delivered indefinitely unless otherwise terminated by either party in accordance with §7 of this Agreement. Any bespoke Smart Energy Service development, configuration and deployment services will be delivered according to the timelines set forth in Exhibit B.

Authorized Users and Services Fees. This Agreement will be governed by a scalable pricing model, with a minimum commitment of up to 100 Authorized Users at a minimum price of $4,500 per month (“Minimum Commitment”). Between 101 and 500 Authorized Users, Service Provider shall invoice SVCE a fee of $7,500 per month. Between 501 and 1,000 Authorized Users, Service Provider shall invoice SVCE a fee of $10,000 per month. Beyond 1,000 Authorized Users, Service Provider shall invoice SVCE a fee of $1,250 per month per block of 500 incremental Authorized Users (e.g. 1,001 Authorizes Users would be invoiced at a fee of $11,250 per month). These prices will be reviewed by the Service Provider on an annual basis starting May 13th 2022, where they may be revised by the Service Provider by a maximum of 5%. Invoices will be prepared on a monthly basis and the Service Provider shall only invoice SVCE based on the number of Authorized Users who have had access to the Services for the full preceding calendar month.

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Technical Support and Incident Response Procedures
There are broadly three kinds of incidents which could occur, arising from:
a) Hardware connection issues: a compatible EV or compatible EVSE loses its local connectivity at the customer’s home, the OEM’s telematic platform temporarily goes offline, or the Service Provider’s access to connect to the hardware has expired or has been revoked by the Authorized User.
b) Charging schedule issues: Service Provider charges an Authorized User’s vehicle entirely or partly during peak-pricing hours when there are enough off-peak pricing hours to charge the vehicle to the specified battery level before the specified ready-by time; or the Service Provider does not charge the Authorized User’s vehicle to the specified battery level before the specified ready-by time.
c) Mobile app issues: the GridShift mobile application provided by the Service Provider does not receive or display push notifications authorized by the User, does not display accurate energy consumption or cost data for the Authorized User, or does not display an accurate location for the User’s charging session(s).

For hardware connection issues, Service Provider shall endeavor to work with the affected User to troubleshoot possible connectivity issues between the vehicle/EVSE and the managed-charging platform.

If the connection issue is found to be the result of a bug or flaw on the managed-charging platform, Service Provider shall notify SVCE, shall endeavor to remedy the issue, shall notify SVCE and the affected User(s) once resolved, and shall pay any applicable Performance Credits to SVCE. If the connection issue is found to be the result of a bug or flaw on the manufacturer’s platform, Service Provider shall notify SVCE and the affected User(s) of the issue and update them once it is resolved, but shall not be responsible for paying any Performance Credits.

For charging schedule issues, Service Provider shall publish and maintain a real-time monitoring tool which automatically detects charging sessions with significant (i.e. >5 kWh and >10% of total energy delivered) quantities of electricity delivered during peak-pricing hours, when sufficient off-peak pricing hours were available to deliver a charge to the User’s specified battery level before the specified ready-by time. When such charging sessions are detected, Service Provider shall report them to SVCE, investigate the root cause(s) of the issue, and remedy the issue in line with the Technical Support Problem Response and Resolution Service Level section below.

For mobile app issues, Service Provider shall work with Authorized Users who raise an issue with the mobile app to troubleshoot and/or identify the root cause of the issue, release a fix in the subsequent app update where feasible, and email the affected User(s) explaining the cause of the error/discrepancy and outlining resolutions including but not limited to an update to the mobile app. Service Provider will regularly issue updates to the mobile app to ensure continued compatibility with the latest Apple iOS and Google Android software.

Service Levels.
a) Availability Service Level.
1) Definitions.

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(a) “Actual Uptime” shall mean the total minutes in the reporting month that the Services were actually available to Authorized Users for normal use.
(b) “Maintenance Window” shall mean the total minutes in the reporting month represented by the mutually agreed day(s) and time(s) during which Service Provider shall maintain the Services.
(c) “Scheduled Downtime” shall mean the total minutes in the reporting month represented by the Maintenance Window.
(d) “Scheduled Uptime” shall mean the total minutes in the reporting month less the total minutes represented by the Scheduled Downtime.
2) Service Level Standard. Services will be available to Authorized Users for normal use 99% of the Scheduled Uptime.
3) Calculation. (Actual Uptime / Scheduled Uptime) * 100 = Percentage Uptime (as calculated by rounding to the second decimal point) x $10,000
4) Performance Credit.
(a) Where Percentage Uptime is greater than or equal to 99%, no Performance Credit will be due to SVCE.
(b) Where Percentage Uptime is less than 99%, SVCE shall be due a Performance Credit proportional to the % reduction in Percentage Uptime for the reporting month. 5) Example Calculation.
(a) Assuming reporting month is February 2012 (41,760 minutes). (b) Assuming a Maintenance Window of Sundays from Midnight to 4:00 a.m. Eastern Standard Time (equals Scheduled Downtime of 960 minutes). (c) Scheduled Uptime equals 40,800 minutes (total minutes of 41,760 in February 2012 less 960 minutes of Scheduled Downtime).
(d) Assuming Actual Uptime of 40,000 minutes. A Percentage Uptime is calculated as follows: (40,000 / 40,800) *100 = 98.04%.
(e) The threshold of 99% less the Percentage Uptime of 98.04% = 0.96%. (f) SVCE is due 0.96% of $10,000 as a Performance Credit. b) Technical Support Problem Response and Resolution Service Level. 1) Definition. “Total Problems” shall mean the total of problems occurring in the reporting month.
2) Service Level Standard. The Service Provider will respond to two categories of problems associated with delivery of the Services:

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i) Problems that shall be investigated and resolved within 5 working days if the problem prevents >25% of Authorized Users from accessing the Services to charge their vehicle as required; and
ii) Problems that shall be investigated and resolved within 15 working days if >25% of Authorized Users are able to access the Services to charge their vehicle as required, but are unable to access a specific functionality delivered by the Service Provider. 3) Calculation. Performance Credit = (Number of problems occurred in any one calendar month) x 25% x $10,000.
4) Performance Credit. Performance Credit will be issued up to a maximum of $5,000 in any calendar month.
5) Example Calculation
(a) Number of problems occurred in any one calendar month = 2 (b) Performance credit = 2 x 0.25 x $10,000 = $5,000.

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EXHIBIT B

SCHEDULE OF PERFORMANCE
The below Schedule provides a high-level timeline for expansion of the GridShift Program. Given the interdependencies between SVCE and the Service Provider to carry out the below tasks not explicitly noted as a “Customized/time-sensitive feature,” the Service Provider will endeavor to work with SVCE to complete the below tasks within the respective Begin and Complete dates but it is understood that timely delivery is dependent on SVCE, OEMs and other third-party actors. This schedule may be modified with the written approval of SVCE.

Task Begin Complete

1. Finalize marketing plan for TOU transition May 13, 2021 May 31, 2021

2. Deliver TOU transition marketing campaign June 1, 2021 July 31, 2021

3. TOU customer enrollment July 1, 2021 August 31, 2021

4. Finalize reliability events program design for
summer 2021
May 13, 2021 May 31, 2021

5. Build & test data ingestion feeds required to
deliver reliability events for summer 2021*
June 1, 2021 June 30, 2021

6. Deliver reliability events for summer 2021 July 1, 2021 October 31, 2021

7. Finalize broader marketing plan for GridShift
program scale-up (non-TOU)
June 1, 2021 June 30, 2021

8. Deliver GridShift scale-up marketing
campaign
July 1, 2021 September 30, 2021

9. Test & release OEM smart-charging
integrations for Jaguar, Land Rover,
ChargePoint Home Flex
May 13, 2021 June 30, 2021

10. Test & release OEM integrations for BMW
(smart-charging), Nissan (read-only), Ford
(read-only), Hyundai (read-only), Siemens
VersiCharge (smart-charging)
July 1, 2021 September 30, 2021

11. Conduct second enrollment wave1 October 1, 2021 October 31, 2021

12. Test & release smart-charging OEM
integration for Chevrolet*
December 1, 2021 December 31, 2021

13. Reintroduce & deliver low-carbon events November 1, 2021 May 31, 2022

14. Deliver New Year GridShift scale-up
marketing campaign
January 1, 2022 Ongoing

15. Conduct third enrollment wave2 February 1, 2022 Ongoing

16. Reintroduce & deliver summer reliability
events
June 1, 2022 October 31, 2022

17. Reintroduce & deliver low-carbon events November 1, 2022 May 31, 2023 *Customized/time-sensitive feature with additional costs for SVCE – time is of the essence 1 Target is to have 500 – 1,000 Authorized Users enrolled by December 31, 2021 2 Target is to have 2,000 – 5,000 Authorized Users enrolled by December 31, 2022 DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1e
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Note: “read-only” OEM integrations mean that an Authorized User with this hardware is eligible to benefit from all of the elements of the Smart Energy Service except Managed EV Charging.

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Staff Report – Item 1f
Item 1f: Adopt Resolution Authorizing the Chief Executive Officer to Execute Master Agreement with Dynasty Power Inc. to Enable the Execution of Energy Transactions
From: Monica Padilla, CEO
Prepared by: Zakary Liske, Deputy Director of Power Resources Bob Tang, Power Supply Project Manager
Date: 4/10/2024

RECOMMENDATION
Adopt Resolution 2024-08 delegating authority to the Chief Executive Officer (CEO) to execute a Master Agreement (as defined below) with Dynasty Power Inc. (“Dynasty”).

BACKGROUND
SVCE 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, SVCE has executed EEI agreements with 18 counterparties.

The Board-approved Energy Risk Management Policy “ERM Policy” establishes limits for the types of transactions the CEO, or her 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 and 2024, Dynasty 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 Agreement 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 Agreement 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 1f
SILICON VALLEY \3/ CEAN ENERGY
Agenda Item: 1f Agenda Date: 4/10/2024

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34910991v1
Dynasty Master Agreement
Dynasty is a power marketer based in Alberta, Canada with operations in the United States power markets, including the CAISO. The proposed Master Agreement would enable SVCE to enter transactions with Dynasty which will add a new counterparty when SVCE makes wholesale purchases, providing additional depth and competition to SVCE’s power procurement activities, especially for energy and resource adequacy capacity 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, as well as Paragraph 10 to the Collateral Annex in Attachment 3, which details the credit elections for both parties.

STRATEGIC PLAN
Maintaining a strong set of enabled counter parties helps meet SVCE’s Strategic Plan, Goal 7 Acquire clean and reliable electricity in a cost effective, equitable and sustainable manner; Measure 1: Meet SVCE-Board directed 100% Clean goals and Integrated Resource Plan directives; RPS mandates; RA obligations; and procurement mandates.

ALTERNATIVE
SVCE could choose to not execute the Master Agreement with Dynasty, potentially resulting in a less competitive procurement process and a less optimal approach to electricity and related product procurement.

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

ATTACHMENTS

1. Resolution No. 2024-08 Delegating Authority to the Chief Executive Officer to Execute a Master Agreement with Dynasty Power Inc.

2. Master Power Purchase and Sale Agreement with Dynasty Power Inc. – Cover Sheet

3. Paragraph 10 to the Collateral Annex to the EEI Master Power Purchase and Sale Agreement with Dynasty Power Inc.

Item 1f
RESOLUTION NO. 2024-08

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 DYNASTY POWER INC.

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, Board Resolution 2019-03 provides authority to the Chief Executive Officer to execute confirmations and amendments thereto, from time to time consistent with and subject to the limits, requirements, oversight and authority under ERM Policy, with suppliers that are parties to an Approved Master Agreement.

WHEREAS, the Board has approved the following Suppliers under an Approved Master Agreement:
3 Phases Renewables Inc.

BP Energy Company
Boston Energy Trading and Marketing LLC
Calpine Energy Services, L.P.

Citadel Energy Marketing LLC
City of Palo Alto
Constellation Energy Generation, LLC
DTE Energy Trading, Inc.

Mariposa Energy, LLC
Item 1f
Attachment 1
Morgan Stanley Capital Group, Inc.

NextEra Energy Marketing, LLC
NRG Business Marketing LLC
Pacific Gas and Electric Company
Powerex Corp.

Shell Energy North America (US), L.P.

Southern California Edison Company
TransAlta Energy Marketing (US) Inc.

Wellhead Power Exchange, LLC
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 Dynasty Power Inc.

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

1. Execute the Master Agreement with Dynasty Power Inc. with terms consistent with the form of agreement presented to the Board of Directors, which following such execution by both parties, shall become an Approved Master Agreement.

ADOPTED AND APPROVED this 10th day of April 2024, by the following vote:

MASTER POWER PURCHASE AND SALE AGREEMENT

COVER SHEET
This Master Power Purchase and Sale Agreement (“Master Agreement”) is made as of the following date:

March 19, 2024 (“Effective Date”). The Master Agreement, together with the exhibits, schedules 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: Dynasty Power Inc., an Alberta
corporation (“Party A”)
Name: Silicon Valley Clean Energy Authority, a
California joint powers authority (“SVCE” or “Party
B”)
All Notices:
411-8th Avenue SW
Calgary AB T3H 0Z2
Attn: Yan Petchatnikov
Phone:

Email:

Duns:

Federal Tax ID Number:

All Notices:
333 W. El Camino Real, Suite 330
Sunnyvale, California 94087
Attn: Monica Padilla, CEO and Kris VanVactor ,
Director of Power Resources
Phone:

Email
Duns:

Federal Tax ID Number:

Invoices and Payments:

Attn: DYNP Accounting
Phone:

Email:

Invoices:

Attn: Power Supply Group
Phone:

Email: Scheduling:

Attn: Real Time Desk
Phone:

Email:

Scheduling:

Attn: ZGlobal
Phone:

Email: Confirmations:

Attn: Aisha Khan
Phone:

Email:

With a copy to:

Confirmations:

Attn:

Phone:

Email:

Payments:

Attn: Finance Group
Phone:

Email:

Wire Transfer:

BNK:

ABA:

ACCT:

Wire Transfer:

BNK:

ABA:

ACCT:

Attn: Shereen Lewis
Phone:

Email:

With a copy to:

Credit and Collections:

Attn: Finance Group
Phone:

Email:

With additional Notices of an Event of Default
or Potential Event of Default to:

Attn: Shereen Lewis
Phone:

Email: With a copy to:

Attn: Yan Petchatnikov
Email:

With additional Notices of an Event of Default or
Potential Event of Default to:

Hall Energy Law PC
Attn: Stephen Hall
Phone:

Email:
and to:

Monica Padilla, COO and Director of Power
Resources
Email:
and to:

Amrit Singh, CFO and Director of Administrative
Services
Email:

Item 1f
Attachment 2
3 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association The Parties hereby agree that the General Terms and Conditions are incorporated herein, and to the following provisions as provided for in the General Terms and Conditions:

Party A Tariff Tariff: ___________ Dated:_____________ Docket Number: __________ Party B Tariff N/A
Article Two
Transaction Terms and Conditions  Optional provision in Section 2.4. If not checked, inapplicable.

Article Four
Remedies for Failure
to Deliver or Receive
5 Accelerated Payment of Damages. If not checked, inapplicable.

Article Five
Events of Default; Remedies
 Cross Default for Party A:
 Party A: Cross Default Amount
$ ______

Other Entity: Cross Default Amount $______
 Cross Default for Party B:
 Party B: SVCE Cross Default Amount $

Other Entity: Cross Default Amount $

5.6 Closeout Setoff:
 Option A (Applicable if no other selection is made.)

Option B - Affiliates shall have the meaning set forth in the Agreement unless otherwise specified as follows:

Option C (No Setoff)
Article Eight 8.1 Party A Credit Protection:

Credit and Collateral Requirements (a) Financial Information:

Option A

Option B Specify:
 Option C Specify:
(1) The annual report containing audited consolidated
financial statements for such fiscal year of Party B prepared in accordance with generally accepted accounting principles as soon as practicable after demand, but in no event later than 150 days after the end of each annual period and such request will be deemed to have been filled if such financial statements are available at https://www.svcleanenergy.org, and (2) monthly unaudited financial statements for Party B Item 1f
Attachment 2
4 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association as soon as practicable upon demand, but in no event later than 90 days after the applicable month. Should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements. Such request will be deemed to have been filled if such financial statements are available at
https://www.svcleanenergy.org
(b) Credit Assurances:

Not Applicable
 Applicable
(c) Collateral Threshold:

Not Applicable
 Applicable
If applicable, the provisions of Section 8.1(c) of the
Agreement shall be replaced by the provisions of the
Collateral Annex attached hereto.
(d) Downgrade Event:

X Not Applicable
Applicable
If applicable, complete the following:

It shall be a Downgrade Event for Party B if Party B’s
Credit Rating falls below BBB- from S&P or Baa3 from
Moody’s or if Party B is not rated by either S&P or
Moody’s.

Other - Specify:
(e) Guarantor for Party B: N/A
Guarantee Amount: N/A
Item 1f
Attachment 2
5 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

8.2 Party B Credit Protection:
(a) Financial Information:

Option A

Option B Specify:
 Option C Specify:

The annual report containing unaudited consolidated
financial statements for such fiscal year of Party A as soon as practicable after demand, but in no event later than 150 days after the end of each annual period of Party A and unaudited quarterly financials within 90 days after the end of each quarterly period of Party A. In all cases the
statements shall be for the most recent accounting period and shall be prepared in accordance with Canadian IFRS; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements.
(b) Credit Assurances:

Not Applicable
 Applicable
(c) Collateral Threshold:

Not Applicable
X Applicable
If applicable, the provisions of Section 8.2 (c) of the Agreement shall be replaced by the provisions of the
Collateral Annex attached hereto.
(d) Downgrade Event:
 Not Applicable

Applicable
If applicable, complete the following:

It shall be a Downgrade Event for Party A if Party A’s
Credit Rating falls below BBB- from S&P or Baa3 from
Moody’s or if Party A is not rated by either S&P or
Moody’s.

Other - Specify: It shall be a Downgrade Event for Party A if Party A’s Guarantor’s Credit Rating falls below
BBB- from S&P or Baa3 from Moody’s or if Party A’s
Guarantor is not rated by either S&P or Moody’s.
(e) Guarantor for Party A: N/A.

Item 1f
Attachment 2
6 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association Guarantee Amount: N/A
Article Ten
Confidentiality  Confidentiality Applicable If not checked, inapplicable.

Schedule M

Party A is a Governmental Entity or Public Power System  Party B is a Governmental Entity or Public Power System  Add Section 3.6. If not checked, inapplicable
Add Section 8.4. If not checked, inapplicable
Other Changes
This Master Power Purchase and Sale Agreement incorporates, by reference, the changes published in the EEI Errata, Version 1.1, dated July 18, 2007.

ARTICLE ONE: GENERAL DEFINITIONS. 1. “Affiliate”: Section 1.1 is amended by adding the following sentence at the end of the definition:
“Notwithstanding the foregoing, the Parties hereby agree and acknowledge that with respect to Party B, the public entities designated as members or participants under the Joint Powers Agreement creating Party B shall not constitute or otherwise be deemed an “Affiliate” for the purposes of this Master Agreement or any Confirmation executed in connection therewith.”

2. Section 1.3 is amended and restated in its entirety as follows:
“1.3 ‘Bankrupt’ means, with respect to a Party or other Entity, that such Party or other entity (i) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (ii) becomes insolvent or is unable to pay its debts as they become due; (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (iv) has instituted against it a proceeding seeking a judgement or insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditor’s rights, or a petition is presented for its winding-up or liquidation; (v) commences a voluntary proceeding seeking a judgement of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights; (vi) seeks or consents to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all of its assets: (vii) has a secured party take possession of all or substantially all of its assets, or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all of its assets; (vii) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an effect analogous to any of the events specified in clauses (i) to (vii) inclusive; or (ix) takes any action in furtherance of, or indications its consent to, approval of, or acquiescence in, any of the foregoing acts.”

3. “Business Day”: 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 Holiday.

4. A new Section 1.8A is added as follows:

Item 1f
Attachment 2
7 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association “1.8A ‘Collateral Annex’ means that certain Collateral Annex to this Agreement, dated as of the date hereof, between Party A and Party B.”

5. Credit Rating”: Section 1.12 is amended by deleting the word “issues” and replacing it with the word “issuer”.

6. “Force Majeure”: Section 1.23 is amended by (i) deleting from the second and third lines the phrase “which event or circumstance was not anticipated as of the date the Transaction was agreed to,” and (ii) inserting in the thirteenth line thereof before the phrase “foregoing factors” the word “two.”

7. “Gains”: Section 1.24 is amended by adding before the period at the end thereof the following: “in accordance with Section 5.2” and by adding at the end: “based on the Interest Rate for such period.”

8. A new Section 1.26A is added as follows: ““Joint Powers Agreement” means the Joint Powers Agreement, effective as of March 31, 2016, as amended, providing for the formation of Party B, as such agreement may be further amended or amended and restated.”

9. “Letters of Credit”: Section 1.27 is amended by deleting the phrase “or a foreign bank with a U.S. branch” and replacing it with the phrase “or a U.S. branch of a foreign bank domiciled in Canada or Europe.”

10. “Losses”: Section 1.28 is amended by adding to the end thereof: “based on the Interest Rate for such period.”

11. “Recordings”: Section 1.50 is amended by deleting the reference to section “2.4” and replacing it with “2.5”.

12. “Replacement Price”: Section 1.51 is amended by adding “for delivery” immediately before “at the Delivery Point” in the second line, and replacing “at Buyer’s option” with “absent a purchase” in the fifth line.

13. “S&P”: Section 1.52 is amended by (i) deleting the words “Rating” and “Group” from the first line and replacing with “Financial Services LLC” and (ii) by replacing the words in the parenthetical with “a subsidiary of McGraw-Hill Companies, Inc.”

14. “Sales Price” Section 1.53 is amended by:
(i) deleting the phrase “at the Delivery Point” from the second line; (ii) deleting the phrase in line 5 “at the Seller’s option” and replacing it with “absent a sale (assuming that a sale could have been made by Seller with the exercise of commercially reasonable efforts)”; and
(iii) inserting after the word “liability” in the ninth line the following: “provided, further, if the Seller is unable after using commercially reasonable efforts to resell all or a portion of the Product not received by the Buyer, the Sales Price with respect to such unsold Product shall be deemed equal to zero (0).”

15. “Settlement Amount”: 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

16. “Transaction”: Section 1.60 is amended by inserting the words “in writing” immediately following the words “agreed to.”

17. Article One is amended to add the following as Section 1.62: “‘Governmental Charges’ means all applicable federal, state and local ad volerm, property, occupation, severance, generation, first use, conservation, Btu or energy, transmission, utility, gross receipts, privilege, sales, use, consumption, excise and other taxes (other than taxes based on income or net worth), governmental charges, emission allowance costs, duties, tariffs, levies, licenses, fees, permits, assessments, adders or surcharges (including public purposes charges and low income bill payment assistance charges), imposed or authorized by a governmental authority, independent system operator, utility, transmission and distribution provider or similar person, however styled or payable, on or with respect to the Product or a Transaction.”

18. Article One is amended to add the following as Section 1.64 “‘Specified Transaction’ means any agreement or transaction between Party A and Party B that is a swap, option, derivative, or other financially settled agreement, or an agreement or transaction for the purchase, sale, or exchange of physical commodities, including electric energy or capacity, natural gas, natural gas liquids, renewable energy certificates, emissions allowances, offsets, and credit, whether in existence as of the Effective Date or entered into thereafter.”

18. Article One is amended to add the following as Section 1.65:
“‘Transmission Costs’ means all costs, fees and charges arising out of or in connection with the use of electric transmission service including location differential charges, transmission losses, loss charges, transmission congestion charges, uplift charges, congestion charges, load settlement costs, inadvertent energy flows and charges, and costs incurred for complying with prudential support.” ARTICLE TWO: TRANSACTION TERMS AND CONDITIONS. 1. Section 2.1 is deleted in its entirety and replaced with the following:
“A Transaction, or an amendment, modification or supplement thereto, shall be entered into only upon a writing signed by both Parties via facsimile, email, or ICE chat. Each Party agrees not to contest, or assert any defense to, the validity or enforceability of the Transaction entered into in accordance with this Master Agreement based on any lack of authority of the Party or any lack of authority of any employee of the Party to enter into a Transaction; provided, however, Party A acknowledges that no employee of Party B may amend or otherwise materially modify this Master Agreement, without the approval of the board of Party B, which may be granted on a prospective basis, and that evidence of such approval, including the names and signatures of employees of Party B with authority to act on behalf of Party B, will be provided upon request”

2. Section 2.3 is deleted in its entirety and replaced with the following: “Confirmation. A Transaction shall be entered into only by a written confirmation in a form mutually agreeable to both Parties and signed by both Parties (“Confirmation”). Notwithstanding anything to the contrary in this Master Agreement, the Master Agreement and any and all Confirmations may not be Item 1f
Attachment 2
9 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association amended or modified except by an instrument in writing signed by both of the Parties. A Confirmation shall control in the event of any conflict with the terms of this Master Agreement or any exhibit, schedule or written supplements thereto. Seller shall confirm a Transaction by forwarding to Buyer by email within three (3) Business Days after the Transaction is entered into, a partially-executed proposed form of Confirmation. If Seller fails to send a partially-executed proposed form of Confirmation within three (3) Business Days after the Transaction is agreed to, a partially-executed proposed form of Confirmation may be forwarded by Buyer to Seller by email for counter-signature. If the Party receiving the Confirmation fails to sign and return the Confirmation within three (3) Business Days, the Transaction shall nevertheless be deemed to be effective and the Confirmation deemed to be signed. Notwithstanding anything to the contrary in this Master Agreement, the Master Agreement and any and all Transactions may not be orally amended or modified.”

3. Section 2.4 is amended by deleting the words “either orally or” in the sixth and seventh lines and adding “a” before the word “writing”.

4. Section 2.5 is amended by deleting the last two sentences thereof in their entirety.

ARTICLE THREE: OBLIGATIONS AND DELIVERIES. 1. Section 3.1 is amended by adding to add the phrase “, including all Transmission Costs,” after the words “costs or charges” in each of the sixth and the eighth lines.

2. Section 3.2 is amended by adding the following text to the end of the Section: “Product deliveries shall be scheduled in accordance with the then-current applicable tariffs, protocols, operating procedures and scheduling practices for the relevant region.”
ARTICLE FIVE: EVENTS OF DEFAULT; REMEDIES. 1. In Section 5.1(a) change “three (3) Business Days” to “five (5) Business Days”.

2. In Section 5.1(g), delete the phrase “or becoming capable at such time of being declared,” on the eighth line of the Section, and add the following at the end of the Section:
“provided, however, that no default or event of default shall be deemed to have occurred under this Section 5.1(g) to the extent that any applicable cure period or grace period is available;”

3. In Section 5.1(h)(v), add “made in connection with this Agreement” after “any guaranty”.

4. Section 5.1 is further amended by replacing the period at the end of subsection (h) with a semicolon, and adding new subsections which read as follows:
“(i) a representation or warranty with respect to the Defaulting Party’s financial statement that is false or misleading if such false or misleading statement is not remedied within thirty (30) days after written notice;
(j) a revocation or suspension by the Federal Energy Regulatory Commission of Party A’s authorization to make sales at market-based rates, and Party A is unable to reinstate such authorization within one hundred eighty (180) days; or
(k) a Party or its Guarantor suffering or being the subject of a default, event of default, termination event, breach or other similar condition or event (howsoever expressed) that has not been remedied within the applicable grace periods under any other agreement or instrument (including, without limitation, commodity and financial derivative agreements or transactions) between a Party or one of its Affiliates Item 1f
Attachment 2
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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association and the other Party or one of its Affiliates, where the result of such event has been the termination and liquidation of transactions and the acceleration of amounts due thereunder.” (l) With respect to a Letter of Credit or the issuer thereof, the occurrence of any of the following defaults, if such defaults are not remedied within three (3) Business Days following written notice from the Non-Defaulting Party to the Defaulting Party: (i) such issuer fails to maintain a credit rating of a least A- from S&P or A3 from Moody’s; (ii) such issuer fails to honor the beneficiary Party’s properly documented request to draw on such Letter of Credit or otherwise fails to comply with or perform its obligations under such Letter of Credit; (iii) such issuer disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of such Letter of Credit; (iv) such Letter of Credit expires or terminates, or fails or ceases to be in full force and effect at any time during the term of this Agreement, in any such case without replacement; or (v) such issuer becomes Bankrupt; provided, however, that no Event of Default shall occur or be continuing with respect to a Letter of Credit after the time such Letter of Credit is required to be canceled or returned to a Party in accordance with the terms of this Agreement.

5. Section 5.2 is amended by:
(i) deleting the following phrase from the last line: “as soon thereafter as is reasonably practicable”; and (ii) adding the following to the end of that provision: “then each such Transaction shall be terminated as soon thereafter as reasonably practicable, and upon termination shall be deemed to be a Terminated Transaction and the Termination Payment payable in connection with all such Transactions shall be calculated in accordance with Section 5.3 below). The Gains and Losses for each Terminated Transaction shall be determined by the Non-Defaulting Party calculating the amount that would be incurred or realized to replace or to provide the economic equivalent of the remaining payments or deliveries in respect of that Terminated Transaction. In making such calculation, the Non-Defaulting Party may reference information supplied by one or more third parties including, without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets. Third parties supplying such information may include dealers, brokers and information vendors, including, without limitation, Intercontinental Exchange, Inc. If the Non-Defaulting Party’s calculation of the Termination Payment results in an amount that would be due to the Defaulting Party (i.e. the Defaulting Party was in-the-money), then the Termination Payment shall be deemed to be ”

6. Section 5.3 is amended by adding the phrase “plus, at the option of the Non-Defaulting Party, any cash or other form of liquid security then in the possession of the Defaulting Party or its agent pursuant to Article 8,” after the first use of the phrase “due to the Non-Defaulting Party” in the sixth line.

7. A new section 5.7 is added at the end of the section:

5.7 Dispute Resolution
(a) Intent of the Parties. Except as provided in the next sentence, the sole procedure to resolve any claim arising out of or relating to this Agreement or any related Transaction is the dispute resolution procedure set forth in this Section 5.7. Either Party may seek a preliminary injunction or other provisional judicial remedy if such action is necessary to prevent irreparable harm or preserve the status quo, in which case both Parties nonetheless will continue to pursue resolution of the dispute by means of the dispute resolution procedure set forth in this Section 5.7.
(b) Management Negotiations.
(i) The Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement or any related agreements by prompt negotiations between each Party’s authorized representative designated in writing as a representative of the Party (each a “Manager”), with such negotiations commencing within 10 Business days Item 1f
Attachment 2
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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association of written notice form one party to the other initiating dispute resolution (“Dispute Notice").
(ii) All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties.
(iii) If the matter is not resolved within forty-five (45) days of initiation of management negotiations, or if the Party receiving the Dispute Notice to meet refuses or does not meet within the ten (10) Business Day period specified in Section 5.7(b)(i) above, either Party may seek any and all remedies available to it at law or in equity, subject to the limitations set forth in this Agreement
ARTICLE SEVEN: LIMITATIONS. 1. Section 7.1 is amended by:
(i) adding “SET FORTH IN THIS AGREEMENT” after “INDEMNITY PROVISION” and before “OR OTHERWISE,” in the fifth sentence;
(ii) adding in the eighteenth line the words “PROVIDED, HOWEVER, NOTHING IN THIS SECTION

SHALL AFFECT THE ENFORCEABILITY OF THE PROVISIONS OF THIS AGREEMENT

EXPRESSLY ALLOWING FOR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO REMEDIES FOR FAILURE TO DELIVER/RECEIVE IN SECTIONS 4.1 AND 4.2, AND CALCULATION AND PAYMENT OF THE TERMINATION PAYMENT IN SECTIONS 5.2 AND

5.3.” immediately after the words “ANY INDEMNITY PROVISIONS SET FORTH IN THIS AGREEMENT OR OTHERWISE”; and
(iii) adding at the end of the last sentence the words “AND ARE NOT PENALTIES.” ARTICLE NINE: GOVERNMENTAL CHARGES

1. Section 9.2 is amended and restated so that the first sentence of 9.2 is deleted in its entirety and replaced with: “Seller shall pay or cause to be paid all Governmental Charges on or with respect to the Product or a Transaction arising prior to the Delivery Point.”
ARTICLE TEN: MISCELLANEOUS. 1. Section 10.2(viii) is amended by adding at the end thereof: “; it is understood that information and explanations of the terms and conditions of each such Transaction shall not be considered investment or trading advice or a recommendation to enter into such Transaction; no communication (written or oral) received by either Party from the other Party shall be deemed to be an assurance of guarantee as to the expected results of such Transaction; and neither Party is acting as a fiduciary for or an adviser to the other Party or its Affiliates in respect of such Transaction;”.

2. Section 10.2(ix) is deleted in its entirety and replaced with the following:
“such Party intends that it is a “forward contract merchant” within the meaning of the Title 11 of the United States Code, as amended (the “Bankruptcy Code”), all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute a “settlement payment” within the meaning of the Item 1f
Attachment 2
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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association Bankruptcy Code, all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute a “margin payment” within the meaning of the Bankruptcy Code, each Party shall have the “contractual right” to terminate, liquidate, accelerate, or offset the transaction as a “master netting agreement participant” within the meaning of the Bankruptcy Code, electricity delivered hereunder constitutes a “good” under Section 503(b)(9) of the Bankruptcy Code, and the Parties are entities entitled to the rights under, and protections afforded by, Sections 362, 546, 553, 556, 560, 561 and 562 of the Bankruptcy Code.”

3. After Section 10.2(xii) add the following:
“(xiii) each Transaction that is not executed or traded on a trading facility, as defined in the Commodity Exchange Act, is subject to individual negotiation by the Parties; (xiv) it intends that all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute “settlement payments”;
(xv) it intends that all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute “margin payments”;
(xvi) it intends that each Party’s rights under Section 5.2, Declaration of an Early Termination Date and Calculation of Settlement Amounts, and Section 5.3, Net Out of Settlement Amounts constitute a “contractual right to liquidate” Transactions;
(xvii) it is an “eligible commercial entity” within the meaning of Section 1a (17) of the Commodity Exchange Act, as amended (the “Commodity Exchange Act”); and (xviii) it is an “Eligible Contract Participant” as defined in Section 1a(18) of the Commodity Exchange Act, as amended, 7 U.S.C. § 1a(18).”

4. Section 10.6 is amended by deleting the sentence “EACH PARTY WAIVES ITS RESPECTIVE RIGHT

TO ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.”
and adding the following after the last line: “(a) EACH PARTY HEREBY IRREVOCABLY WAIVES,

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

TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING

OUT OF OR RELATING TO THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HEREBY (i) CERTIFIES THAT NO REPRESENTATIVE,

AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR

OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (ii) ACKNOWLEDGES THAT IT AND

THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,

AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION

EACH PARTY SUBMITS TO THE EXCLUSIVE JURISDICTION OF NEW YORK LAW FOR ANY

ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY TRANSACTION, AND

EXPRESSLY WAIVES ANY OBJECTION IT MAY HAVE TO SUCH JURISDICTION OR THE CONVENIENCE OF SUCH FORUM.

The Parties intend for the waiver in clause (a) above to be enforced to the fullest extent permitted under applicable law as in effect from time to time. ”

5. Section 10.7 shall be deleted in its entirety and replaced with the following: “Notices. 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 Item 1f
Attachment 2
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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association be delivered by hand delivery, United States mail, overnight courier service or email. Notice given by email or 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 by overnight United States mail or courier shall be effective on the date of delivery. A Party may change its addresses by providing notice of same in accordance herewith; provided, however, that changes to invoice, payment, wire transfer and other banking information on the Cover Sheet must be made in writing and delivered via certified mail and shall be effective only after verification by the contact listed under the Invoices and/or Payments section of the pre-existing Cover Sheet..”

6. Section 10.8 is amended by:
(i) adding at the end of the second to last sentence: “and the rights of either Party pursuant to (i) Article 5, (ii) Section 7.1, (iii) Section 10.11 (iv) Waiver of Jury Trial provisions, if applicable, (v) the obligation of either Party to make payments hereunder, (vi) Section 10.4, (vii) Section 10.6 and (viii) Section 10.16 shall also survive the termination of the Agreement or any Transaction.”; and (ii) adding the following to the end thereof: “This Master Agreement may be signed in any number of counterparts with the same effect as if the signatures to the counterparts were upon a single instrument.

Delivery of an executed signature page of this Master Agreement and any Confirmation by electronic mail transmission shall be effective as delivery of a manually executed signature page.”

7. Section 10.9 is amended by inserting the words “copies of” after the word “examine” in line 2.

8. Section 10.10 is amended by adding the following after the last sentence of Section 10.10:
“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 waives and agrees 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 waives the right to assert that the other Party is a provider of last resort.”

9. Section 10.11 is deleted in its entirety and replaced with the following: “Confidentiality. If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction or counterparty analysis under this Master Agreement or the completed Cover Sheet to this Master Agreement to a third party (other than the Party’s employees, lenders, counsel, accountants or advisors, or any such representatives of a Party’s Affiliates, who have a need to know such information and have agreed to keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding applicable to such Party or any of its Affiliates; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure and shall inform the other Party in advance of disclosure. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation.

Party A and Party B acknowledge and agree that the Master Agreement and any Transactions entered into in connection therewith are subject to the requirements of the California Public Records Act (Government Code Section 7920 et seq.). In order to designate information as confidential, the disclosing party must clearly stamp and identify the specific portion of the material designated with the word “Confidential.” Upon request or demand of any third person or entity not a Party hereto to Party B pursuant to the California Public Records Act for production, inspection and/or copying of Confidential Information (“Requested Confidential Information”), Party B will as soon as practical notify Party A in writing via Item 1f
Attachment 2
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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association email that such request has been made and will not disclose the Requested Confidential Information until Party A has been afforded an adequate opportunity to seek protection of the Requested Confidential Information from disclosure. Party A will be solely responsible for taking at its sole expense whatever legal steps are necessary to prevent release of the Requested Confidential Information to the third party by Party B. If Party A takes no such action within sixty (60) days after receiving the foregoing notice from Party B, Party B shall, at its discretion, be permitted to comply with the third party’s request to the extent required by the California Public Records Act and is not required to defend against it. If Party A does take or attempt to take such action, Party B shall provide timely and reasonable cooperation to Party A, if requested by Party A.

Despite any other provision of this Agreement, the confidentiality obligation in this Agreement shall not apply to the ‘tax structure’ or ‘tax treatment’ (as these terms are defined in Section 1.6011-4(c)(8) and (9), or any successor provision, of the Treasury Regulations promulgated under the Internal Revenue Code of 1986, as amended (the ‘Code’)) of any transaction, and each Party (and any representative of each Party) may disclose to any and all Persons, without limitation of any kind, the “tax structure” and “tax treatment” (as these terms are defined in Sections 1.6011-4(c)(8) and (9), or any successor provision, of the Treasury Regulations) of any Transaction; provided that the confidentiality provisions of this Agreement shall continue to apply to any Transaction information irrelevant to understanding the tax structure or tax treatment of a Transaction. In addition, each Party acknowledges that it has no proprietary or exclusive right to any tax matter or tax idea related to any Transaction. Each Party recognizes that any privilege it may have with respect to the confidentiality of any Transaction, including with respect to confidential communications with an attorney or a federally authorized tax practitioner under Section 7252 of the Code, is not intended to be waived by the foregoing.”
Party A’s annual and quarterly financial statements and the relevant financial information are considered confidential information covered by this Section 10.11 to extent they are clearly labeled as “Confidential” by Party A.

10. The following Mobile-Sierra clause is added as a new Section 10.12: “Standard of Review/Modifications. (a) Absent the prior mutual written agreement of all parties to the contrary, the standard of review for any proposed changes to the rates, terms and/or conditions of service of this Agreement or any Transaction entered into thereunder, whether proposed by a Party (to the extent that any waiver in subsection (b) below is unenforceable or ineffective as to such Party), a non-party or FERC acting sua sponte, shall solely be the “public interest” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) and clarified by Morgan Stanley Capital Group Inc. v. Public Util. Dist. No. 1 of Snohomish, 554 U.S. 527 (2008) and further refined in NRG Power Marketing v. Maine Public Utilities Commission, 558 U.S. 165 (2010) (the “Mobile-Sierra” doctrine).
(b) In addition, and notwithstanding the foregoing subsection (a), to the fullest extent permitted by applicable law, each Party, for itself and its successors and assigns, hereby expressly and irrevocably waives any rights it can or may have, now or in the future, whether under §§ 205 and/or 206 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means, directly or indirectly (through complaint, investigation or otherwise), and each hereby covenants and agrees not at any time to seek to so obtain, an order from FERC changing any section of this Agreement specifying the rate, charge, classification, or other term or condition agreed to by the Parties, it being the express intent of the Parties that, to the fullest extent permitted by applicable law, neither Party shall unilaterally seek to obtain from FERC any relief changing the rate, charge, classification, or other term or condition of this Agreement, notwithstanding any subsequent changes in applicable law or market conditions that may occur. In the event it were to be determined that applicable law precludes the Parties from waiving their rights to seek changes from FERC to their market-based power sales contracts (including entering into covenants not to Item 1f
Attachment 2
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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association do so) then this subsection (b) shall not apply, provided that, consistent with the foregoing subsection (a), neither Party shall seek any such changes except solely under the “public interest” application of the “just and reasonable” standard of review and otherwise as set forth in the foregoing section (a).”

11. The following is added as a new Section 10.13: “Physical Transactions. 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 or capacity attributes. Party B is 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.”

12. The following is added as a new Section 10.14: “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 evidenced on paper, the Confirmation, 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 Confirmation or the Imaged Agreement (or photocopies of 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.”

13. The following is added as a new Section 10.15: “Generally Accepted Accounting Principles. Any reference to “generally accepted accounting principles” shall mean, with respect to an entity and its financial statements, generally accepted accounting principles, consistently applied, adopted or used in the jurisdiction of the entity whose financial statements are being considered for the purposes of this Agreement, and to specify, for Party B shall refer to International Financial Reporting Standards.”

14. The following is added as a new Section 10.16: “No Recourse Against Constituent Members of Party B. Party B 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 B will solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement.

Party A will have no rights and will not make any claims, take any actions or assert any remedies against any of Party B’s constituent members, or the officers, directors, advisors, contractors, consultants or employees of Party B or Party B’s constituent members, in connection with this Agreement.”

15. The following is added as Section 10.18: “Agreement to Deliver Documents. (a) Each of Party A and Party B will deliver, on or before the execution and delivery of this Agreement, a copy of the delivering Party’s W-9 Taxpayer Identification Number and Certification Form or equivalent.”

Item 1f
Attachment 2
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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association SCHEDULE M: GOVERNMENTAL ENTITY OR PUBLIC POWER SYSTEM. Schedule M is hereby deleted in its entirety and replaced with the following:
(a) The Parties agree to add the following definitions to Article One: “Act” means the Joint Exercise of Powers Act of California (Government Code Section 6500 et seq.). “Collateral Agent” has the meaning in the Security Documents. “Depositary Bank” has the meaning in the Security Documents. “Intercreditor and Collateral Agency Agreement” means the Intercreditor and Collateral Agency Agreement, among the Collateral Agent, Party B and the PPA Providers party thereto from time to time. “Secured Account” means the Lockbox Account (as defined in the Security Agreement). “Secured Creditors” means each PPA Provider that is a party to the Intercreditor and Collateral Agency Agreement and its respective successors and assigns. “Security Agreement” means the Security Agreement, between Party B and Collateral Agent, as collateral agent for the benefit of the Secured Creditors. “Security Documents” means, collectively, the Intercreditor and Collateral Agency Agreement, the Security Agreement and the Account Control Agreement, among the Depositary Bank, Party B and the Collateral Agent. “Special Fund” means the Secured Account, which is set aside and pledged to satisfy Party B’s obligations hereunder and out of which amounts shall be paid to satisfy all of Party B’s obligations under this Master Agreement for the entire Delivery Period.
(i) The following sentence shall be added to the end of the definition of “Force Majeure” in Article One:
“If the Claiming Party is a Governmental Entity or Public Power System, Force Majeure does not include any action taken by the Governmental Entity or Public Power System in its governmental capacity.”
(b) The Parties agree to add the following sections to Article Three:

Section 3.4 No Immunity Claim. Party B warrants and covenants that with respect to its contractual obligations hereunder and performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (a) suit, (b) jurisdiction of court (provided that such court is located within a venue permitted under the Agreement), (c) relief by way of injunction, order for specific performance or recovery of property, (d) attachment of assets, or (e) execution or enforcement of any judgment; provided, however, that nothing in this Agreement shall waive the obligations and/or rights set forth in the California Government Claims Act (Government Code Section 810 et seq.).

Section 3.5 Party B Security. With respect to each Transaction, Party B shall have created and set aside a Special Fund and shall have entered into the Security Documents.” (c) The Parties agree to add the following Section to Article Eight:

Item 1f
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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association “Section 8.4 Government Security. As security for payment and performance of Party B’s obligations hereunder, Party A shall have the right to enter into the Security Documents and become a Secured Creditor through execution and delivery of a Joinder (as defined in the Intercreditor and Collateral Agency Agreement). Party A shall have the rights and remedies specified in the Security Documents and Party B shall comply with its duties, obligations and responsibilities as specified therein.” (d) The Parties agree to add the following representations and warranties to Section 10.2:
“Further and with respect to a Party that is a Governmental Entity or Public Power System, such Governmental Entity or Public Power System represents and warrants to the other Party continuing throughout the term of this Master Agreement, with respect to this Master Agreement and each Transaction, as follows: (i) all acts necessary to the valid execution, delivery and performance of this Master Agreement, including without limitation, competitive bidding, public notice, election, referendum, prior appropriation or other required procedures has or will be taken and performed as required under the Act and the Public Power System’s ordinances, bylaws or other regulations, (ii) all persons making up the governing body of Governmental Entity or Public Power System are the duly elected or appointed incumbents in their positions and hold such positions in good standing in accordance with the Act and other applicable law, (iii) entry into and performance of this Master Agreement by Governmental Entity or Public Power System are for a proper public purpose within the meaning of the Act and all other relevant constitutional, organic or other governing documents and applicable law, (iv) the term of this Master Agreement does not extend beyond any applicable limitation imposed by the Act or other relevant constitutional, organic or other governing documents and applicable law, (v) the Public Power System’s obligations to make payments hereunder are unsubordinated obligations and such payments are (a) operating and maintenance costs (or similar designation) which enjoy first priority of payment at all times under any and all bond ordinances or indentures to which it is a party, the Act and all other relevant constitutional, organic or other governing documents and applicable law or (b) otherwise not subject to any prior claim under any and all bond ordinances or indentures to which it is a party, the Act and all other relevant constitutional, organic or other governing documents and applicable law and are available without limitation or deduction to satisfy all Governmental Entity or Public Power System’ obligations hereunder and under each Transaction or (c) are to be made solely from a Special Fund, (vi) entry into and performance of this Master Agreement and each Transaction by the Governmental Entity or Public Power System will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any obligation of Governmental Entity or Public Power System otherwise entitled to such exclusion, and (vii) obligations to make payments hereunder do not constitute any kind of indebtedness of Governmental Entity or Public Power System or create any kind of lien on, or security interest in, any property or revenues of Governmental Entity or Public Power System which, in either case, is proscribed by any provision of the Act or any other relevant constitutional, organic or other governing documents and applicable law, any order or judgment of any court or other agency of government applicable to it or its assets, or any contractual restriction binding on or affecting it or any of its assets.” (e) The Parties agree to add the following sentence at the end of Section 10.6 - Governing Law:
“IN RESPECT OF THE APPLICABILITY OF THE ACT AS HEREIN PROVIDED, THE LAWS OF THE STATE OF CALIFORNIA SHALL APPLY.”
SCHEDULE P: PRODUCTS AND RELATED DEFINITIONS. 1. The Parties agree to add the following definitions to Schedule P: ““CAISO Energy” means with respect to a Transaction, a Product under 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 California Independent System Operator (“CAISO”) Tariff) that is or will be scheduled as a schedule coordinator to schedule coordinator transaction pursuant to the applicable tariff and protocol Item 1f
Attachment 2
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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association provisions of 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.” ““West Firm” or “WSPPC-Firm” means with respect to a Transaction, a Product defined by the WSPP Agreement as amended, in Service Schedule C as Firm Capacity/Energy Sale or Exchange Service.” ““West Firm” means with respect to a Transaction, firm energy as detailed in the WSPP Service Schedule C, as amended from time to time, which is a Product that is or will be scheduled as firm energy consistent with the most recent rules adopted by the WSCC 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 statuary obligations to its customers.

Despite 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.” ““WSPP Agreement” means the WSPP as amended from time to time.”

2. The Parties agree to add the following new Section 7 to Schedule P: “Other Products and Service Levels: If the Parties agree to a service level defined by a different agreement (e.g., the WSPP Agreement, the California Independent System Operator tariff, etc.) for a particular Transaction, then, unless the Parties expressly state and agree that all the terms and conditions of such other agreement will apply, such reference to a service level/product shall be defined by such other agreement, including, if applicable, the regional reliability requirements and guidelines as well as the excuses for performance, Force Majeure, Uncontrollable Forces, or other such excuses applicable to such other agreement, to the extent inconsistent with the terms of this Agreement, but all other terms and conditions of this Agreement shall remain applicable including, without limitation, Section 2.2.”

3. The Parties may from time to time by notice to each other mutually agree to adopt product definitions, delivery point language and definitions, and conversion conventions, that are posted by the Edison Electric Institute to its website as optional language for the Master Power Purchase and Sale Agreement. [Signatures appear on the following page.]
Item 1f
Attachment 2

CONFIDENTIAL
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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be duly executed as of the Effective Date.

DYNASTY POWER INC. SILICON VALLEY CLEAN ENERGY
AUTHORITY, a California joint powers
authority
By:

Name:

Title:

By:

Name:

Title:

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.

Yan Petchatnikov
Director, Risk & Operations
Yan
Petchatnikov
Digitally signed by Yan
Petchatnikov
Date: 2024.03.22
14:05:18 -06'00'
Item 1f
Attachment 2
1 PARAGRAPH 10
to the

COLLATERAL ANNEX
to the

EEI MASTER POWER PURCHASE AND SALE AGREEMENT

CREDIT ELECTIONS COVER SHEET
Between
Dynasty Power Inc. (“Party A”)
and
Silicon Valley Clean Energy Authority (“Party B”)
Paragraph 10. Elections and Variables
I. Collateral Threshold.

A. Party A Collateral Threshold.
[ ] (the “Threshold Amount”); provided, however, that if (x) an Event of Default has occurred and is continuing with respect to Party A; or (y) a Party A NAV Event has occurred and is continuing, then Party A’s Threshold Amount shall be zero (0). For the avoidance of doubt, (1) the occurrence of a Party A NAV Event shall not constitute an Event of Default or Potential Event of Default under this Agreement and (2) if, at any time after a Party A NAV Event occurs, whenever Party A’s NAV increases to an amount equal to or above [ ], then the Threshold Amount with respect to Party A shall be reset to [ ] so long as no Event of Default then exists with respect to Party A. “Calculation Date” means the last day of any quarter.

“Party A’s NAV” means, as of the most recent Calculation Date, the total assets minus total liabilities (measured according to generally accepted accounting principles consistently applied) of Party A as determined by Party A and specified to Party B in an unaudited estimate of Party A’s NAV as of such Calculation Date, with such unaudited estimate to be delivered by Party A to Party B upon request by Party B, within fifteen (15) days of such Calculation Date. “Party A NAV Event” means Party A’s NAV is [ ].
 (a) The amount (the “Threshold Amount”) set forth below under the heading “Party A Collateral Threshold” opposite the Credit Rating for Party A on the relevant date of determination, or (b) zero if on the relevant date of determination Party A does not have a Credit Rating from the rating agency specified below or an Event of Default or a Potential Event of Default with respect to Party A has occurred and is continuing; provided, however, in the event that, and on the date that, Party A cures the Potential Event of Default on or prior to the date that Party A is required to post Performance Assurance to Party B pursuant to a demand made by Party B pursuant to the provisions of the Collateral Annex on or after the Item 1f
Attachment 3
2 occurrence of such Potential Event of Default, (i) the Collateral Threshold for Party A shall automatically increase from zero to the Threshold Amount and (ii) Party A shall be relieved of its obligation to post Performance Assurance pursuant to such demand.

Party A
Collateral Threshold S&P’s Credit Rating
$ ___ _______ A- (or above)
$ ___ ____
$ ___
$
$
BBB+
BBB
BBB-Below BBB- or non-rated
“Threshold Amount” means (a) The lesser of (i) the amount of the Guaranty Agreement provided to Party B by Party A’s Guarantor and (ii) the amount (the “Threshold Amount”) set forth below under the heading “Party A Collateral Threshold” opposite the Credit Rating for Party A’s Guarantor on the relevant date of determination, and if Party A’s Guarantor Credit Ratings shall not be equivalent, the lower Credit Rating shall govern or (b) zero if on the relevant date of determination Party A’s Guarantor does not have a Credit Rating from the rating agency specified below or an Event of Default with respect to Party A has occurred and is continuing; provided, however, in the event that, and on the date that, Party A cures the Potential Event of Default on or prior to the date that Party A is required to post Performance Assurance to Party B pursuant to a demand made by Party B pursuant to the provisions of the Collateral Annex on or after the occurrence of such Potential Event of Default, (i) the Collateral Threshold for Party A shall automatically increase from zero to the Threshold Amount and (ii) Party A shall be relieved of its obligation to post Performance Assurance pursuant to such demand.

Party A
Collateral Threshold S&P’s Credit Rating
$ A- (or above)
$
$
$
$
BBB+
BBB
BBB-Below BBB- or non-rated
The amount of the Guaranty Agreement dated _____ from _____, as amended from time to time but in no event shall Party A’s Collateral Threshold be greater than $______. Other:

Item 1f
Attachment 3
3 B. Party B Collateral Threshold.
$[____] (the “Threshold Amount”); provided, however, that, notwithstanding the foregoing, the Collateral Threshold for Party B shall be zero upon the occurrence and during the continuance of an Event of Default with respect to Party B or upon the existence of any Downgrade Event with respect to Party B as defined and specified in any Confirmation under this Agreement.
(a) The amount (the “Threshold Amount”) set forth below under the heading “Party B Collateral Threshold” opposite the Credit Rating for [Party B][Party B’s Guarantor] on the relevant date of determination, or (b) zero if on the relevant date of determination [Party B][its Guarantor] does not have a Credit Rating from the rating agency specified below or an Event of Default or a Potential Event of Default with respect to Party B has occurred and is continuing; provided, however, in the event that, and on the date that, Party B cures the Potential Event of Default on or prior to the date that Party B is required to post Performance Assurance to Party A pursuant to a demand made by Party A pursuant to the provisions of the Collateral Annex on or after the occurrence of such Potential Event of Default, (i) the Collateral Threshold for Party B shall automatically increase from zero to the Threshold Amount and (ii) Party B shall be relieved of its obligation to post Performance Assurance pursuant to such demand:

Party B
Collateral Threshold Credit Rating
$__________ _______ (or above)
$__________ _______
$__________ _______
$__________ _______
$__________ Below _______
The Threshold Amount means the lesser of: (a) the amount (the “Threshold Amount”) set forth below under the heading “Party B Collateral Threshold” opposite the Credit Rating from the rating agency specified below for Party B on the relevant date of determination, or (b) zero if on the relevant date of determination Party B does not have a Credit Rating from the rating agency specified below or an Event of Default with respect to Party B has occurred and is continuing.

Party B
Collateral Threshold S&P Credit Rating
$ A- (or above)
$ BBB+
$ BBB
$ BBB- $ Below BBB- or non-rated
Item 1f
Attachment 3
4 The amount of the Guaranty Agreement dated _____ from _____, as amended from time to time but in no event shall Party B’s Collateral Threshold be greater than $______. Other – see attached threshold terms
II. Eligible Collateral and Valuation Percentage.

The following items will qualify as “Eligible Collateral” for the Party specified:

Party A Party B Valuation Percentage
(A) Cash [X] [X] 100%
(B) Letters of
Credit
[X] [X] 100% unless a Letter of Credit Default
shall have occurred and be continuing with
respect to such Letter of Credit in which
case the Valuation Percentage shall be zero
(0).
(C) Other [ ] [ ] ________%
III. Independent Amount.

A. Party A Independent Amount.

Party A shall have a Fixed Independent Amount of . If the Fixed Independent Amount option is selected for Party A, then Party A (which shall be a Pledging Party with respect to the Fixed IA Performance Assurance) will be required to Transfer or cause to be Transferred to Party B (which shall be a Secured Party with respect to the Fixed IA Performance Assurance) Performance Assurance with a Collateral Value equal to the amount of such Independent Amount (the “Fixed IA Performance Assurance”). The Fixed IA Performance Assurance shall not be reduced for so long as there are any outstanding obligations between the Parties as a result of the Agreement, and shall not be taken into account when calculating Party A’s Collateral Requirement pursuant to the Collateral Annex. Except as expressly set forth above, the Fixed IA Performance Assurance shall be held and maintained in accordance with, and otherwise be subject to, Paragraphs 2, 5(b), 5(c), 6, 7 and 9 of the Collateral Annex.

Party A shall have a Full Floating Independent Amount of $______________. If the Full Floating Independent Amount option is selected for Party A, then for purposes of calculating Party A’s Collateral Requirement pursuant to Paragraph 3 of the Collateral Annex, such Full Floating Independent Amount for Party A shall be added by Party B to its Exposure Amount for purposes of determining Net Exposure pursuant to Paragraph 3(a) of the Collateral Annex.

Party A shall have a Partial Floating Independent Amount of $______________.

If the Partial Floating Independent Amount option is selected for Party A, then Party A will be required to Transfer or cause to be Transferred to Party B Performance Assurance with a Collateral Value equal to the amount of such Item 1f
Attachment 3
5 Independent Amount (the “Partial Floating IA Performance Assurance”) if at any time Party A otherwise has a Collateral Requirement (not taking into consideration the Partial Floating Independent Amount) pursuant to Paragraph 3 of the Collateral Annex. The Partial Floating IA Performance Assurance shall not be reduced so long as Party A has a Collateral Requirement (not taking into consideration the Partial Floating Independent Amount). The Partial Floating Independent Amount shall not be taken into account when calculating a Party’s Collateral Requirements pursuant to the Collateral Annex. Except as expressly set forth above, the Partial Floating Independent Amount shall be held and maintained in accordance with, and otherwise be subject to, the Collateral Annex.
 Not Applicable
B. Party B Independent Amount.

Party B shall have a Fixed Independent Amount of . If the Fixed Independent Amount Option is selected for Party B, then Party B (which shall be a Pledging Party with respect to the Fixed IA Performance Assurance) will be required to Transfer or cause to be Transferred to Party A (which shall be a Secured Party with respect to the Fixed IA Performance Assurance) Performance Assurance with a Collateral Value equal to the amount of such Independent Amount (the “Fixed IA Performance Assurance”). The Fixed IA Performance Assurance shall not be reduced for so long as there are any outstanding obligations between the Parties as a result of the Agreement, and shall not be taken into account when calculating Party B’s Collateral Requirement pursuant to the Collateral Annex. Except as expressly set forth above, the Fixed IA Performance Assurance shall be held and maintained in accordance with, and otherwise be subject to, Paragraphs 2, 5(b), 5(c), 6, 7 and 9 of the Collateral Annex.

Party B shall have a Full Floating Independent Amount of $______________. If the Full Floating Independent Amount Option is selected for Party B then for purposes of calculating Party B’s Collateral Requirement pursuant to Paragraph 3 of the Collateral Annex, such Full Floating Independent Amount for Party B shall be added by Party A to its Exposure Amount for purposes of determining Net Exposure pursuant to Paragraph 3(a) of the Collateral Annex.

Party B shall have a Partial Floating Independent Amount of $______________.

If the Partial Floating Independent Amount option is selected for Party B, then Party B will be required to Transfer or cause to be Transferred to Party A Performance Assurance with a Collateral Value equal to the amount of such Independent Amount (the “Partial Floating IA Performance Assurance”) if at any time Party B otherwise has a Collateral Requirement (not taking into consideration the Partial Floating Independent Amount) pursuant to Paragraph 3 of the Collateral Annex. The Partial Floating IA Performance Assurance shall not be reduced for so long as Party B has a Collateral Requirement (not taking into consideration the Partial Floating Independent Amount). The Partial Floating Independent Amount shall not be taken into account when calculating a Party’s Collateral Requirements pursuant to the Collateral Annex. Except as expressly set forth above, the Partial Floating Independent Amount shall be held and maintained in accordance with, and otherwise be subject to, the Collateral Annex.

Item 1f
Attachment 3
6  Not Applicable
IV. Minimum Transfer Amount.

A. Party A Minimum Transfer Amount: $
B. Party B Minimum Transfer Amount: $
provided that, in each case, (i) if the Party is a Defaulting Party at the time, its Minimum Transfer Amount will be zero, (ii) if a Secured Party is holding an amount of Performance Assurance at the time, the Secured Party’s Collateral Requirement is, or is deemed to be, zero at the time, and, but for its Minimum Transfer Amount, the Secured Party would be required to make a Transfer under Paragraph 4, the Minimum Transfer Amount for the Secured Party will be zero, and (ii) if no Transactions are outstanding, then the Minimum Transfer Amount for both Parties will be zero.

V. Rounding Amount.

A. Party A Rounding Amount: $
B. Party B Rounding Amount: $
VI. Administration of Cash Collateral.

A. Party A Eligibility to Hold Cash.

Party A shall not be entitled to hold Performance Assurance in the form of Cash.

Performance Assurance in the form of Cash shall be held in a Qualified Institution in accordance with the provisions of Paragraph 6(a)(ii)(B) of the Collateral Annex.

Party A shall pay to Party B in accordance with the terms of the Collateral Annex the amount of interest it receives from the Qualified Institution on any Performance Assurance in the form of Cash posted by Party B.
 Party A or Party A’s Custodian shall be entitled to hold Performance Assurance in the form of Cash provided that the following conditions are satisfied: (1) it is not subject to an Event of Default; (2) Party A’s Custodian, if any, is a Qualified Institution; and (3) Cash shall be held only in any jurisdiction within the United States. To the extent Party A is entitled to hold Cash, the Interest Rate payable to Party B on Cash shall be as selected below:

Party A Interest Rate.
 Federal Funds Effective Rate - the rate for that day opposite the caption “Federal Funds (Effective)” as set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System.

Other -
Item 1f
Attachment 3
7 B. Party B Eligibility to Hold Cash.

Party B shall not be entitled to hold Performance Assurance in the form of Cash.

Performance Assurance in the form of Cash shall be held in a Qualified Institution in accordance with the provisions of Paragraph 6(a)(ii)(B) of the Collateral Annex.

Party B shall pay to Party A in accordance with the terms of the Collateral Annex the amount of interest it receives from the Qualified Institution on any Performance Assurance in the form of Cash posted by Party A.
 Party B or Party B’s Custodian shall be entitled to hold Performance Assurance in the form of Cash provided that the following conditions are satisfied: (1) it is not subject to an Event of Default; (2) Party B’s Custodian, if any, is a Qualified Institution; and (3) Cash shall be held only in any jurisdiction within the United States. To the extent Party B is entitled to hold Cash, the Interest Rate payable to Party A on Cash shall be as selected below:

Party B Interest Rate.
 Federal Funds Effective Rate - the rate for that day opposite the caption “Federal Funds (Effective)” as set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System.

Other -
VII. Notification Time.
 Other - 10:00 a.m. Pacific Prevailing Time on a Local Business Day VIII. Demands and Notices.

All demands, specifications and notices to Party A under this Collateral Annex will be made to:

Attn.:

Telephone No.:

Email:

Posted Collateral for Transfer to Party A in the form of Letters of Credit as well as amendments thereto shall be delivered to the address above, attention: Treasury/Credit.

All demands, specifications and notices to Party B under this Collateral Annex will be as set forth on the Cover Sheet to the Master Agreement.

IX. General.

Amendment to Introductory Paragraph: (i) The first paragraph of the introduction shall be amended to read as follows:

Item 1f
Attachment 3
8 “This Collateral Annex, together with the Paragraph 10 Cover Sheet, (the “Collateral Annex”) supplements, forms a part of, and is subject to the EEI Master Power Purchase and Sale Agreement dated as of __________ between Dynasty Power Inc. (“Party A”) and Silicon Valley Clean Energy Authority, a California joint powers authority (“Party B”), including the Cover Sheet and any other annexes thereto (as amended and supplemented from time to time, the “Agreement”). Capitalized terms used in this Collateral Annex but not defined herein shall have the meanings given to such terms in the Agreement.” Amendments to Definitions:
(i) The definition of “Credit Rating” is amended and restated in its entirety as follows:
““Credit Rating” shall mean, with respect to an entity on any date of determination, the respective rating then assigned to its unsecured and senior, long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P or Moody’s.” (ii) “Credit Rating Event” shall be amended by replacing “6(a)(iii)” with “6(a)(ii)”. (iii) “Downgraded Party” shall be amended by replacing “6(a)(i)” with “6(a)(ii)”. (iv) The definition of “Letter of Credit” shall be deleted from both the Master Agreement, as amended by the Cover Sheet thereto, and the Collateral Annex and replaced with the following:
“Letter(s) of Credit” shall mean an irrevocable, standby Letter of Credit, issued by an issuer or confirming entity, as applicable, that is a Qualified Institution, substantially in the form attached hereto as Schedule 1 to this Paragraph 10 to the Collateral Annex or in such other form as may be reasonably acceptable to the beneficiary thereof, in each case, with such changes to the terms in that form as the issuing bank may require and as may be reasonably acceptable to the beneficiary thereof.”
(v) “Letter of Credit Default” shall be amended as follows:
a. Clause (a) shall be deleted and replaced with the following phrase: “(a) the issuer of such Letter of Credit shall fail to be a Qualified Institution”; and b. A new clause (f) shall be added after the existing clause (e) and immediately before the phrase “provided, however” as follows:
“(f) the Pledgor fails to extend or replace such Letter of Credit at least thirty (30) calendar days prior to its expiration.”
c. The following is added after the last sentence:
“Notwithstanding the foregoing, references to the “issuer” in this definition shall mean, for each Letter of Credit that was confirmed by a Qualified Institution, the confirming entity.”
(vi) “Local Business Day” shall be amended by replacing the word “day” with “Business Day”.

Item 1f
Attachment 3
9 (vii) “Notification Time” shall be amended by replacing “11:00, New York time” with “9:00 a.m. Pacific Prevailing Time on a Local Business Day.”
(viii) “Performance Assurance” shall be amended by replacing “6(a)(iv)” with “6(a)(iii)”. (ix) “Qualified Institution” shall be amended to read as follows:
““Qualified Institution” means a commercial bank or trust company organized under the laws of the United States or a political subdivision thereof or Canadian commercial bank with a U.S. branch office, with a Credit Rating of at least (a) “A” by S&P or “A2” by Moody’s, and (b) having assets of at least
( ).”
(x) “Reference Market-maker” is amended by adding “which is not an Affiliate of either Party” after the words “leading dealer” in the first line thereof. (xi) “Secured Party” shall be amended by replacing “3(b)” with “3(a)”.

Amendments to Paragraph 4:
(i) The second to last sentence of Paragraph 4, “Delivery of Performance Assurance”, shall be amended to read as follows:
“Unless otherwise agreed in writing by the Parties, (i) Performance Assurance demanded of a Pledging Party on or before the Notification Time on a Local Business Day shall be provided by not later than the close of business on the fourth Local Business Day; and (ii) Performance Assurance demanded of a Pledging Party after the Notification time on a Local Business Day shall be provided by not later than the close of business on the fifth Local Business Day.”
(ii) The following is added after the last sentence of Paragraph 4:
“Notwithstanding any other provision in this Master Agreement to the contrary, no full or partial failure to exercise and no delay in exercising, on the part of Party A (or its Custodian) or Party B (or its Custodian), any right, remedy, power or privilege permitted with respect to transfer timing (or any other deadline) pursuant to Paragraph 4, as modified herein, regardless of the frequency or constancy of such failure or delay, shall operate in any way as a waiver thereof by such Party.”
Amendments to Paragraph 5:
(i) Paragraph 5(a) shall be amended by inserting “so long as the amount of the requested reduction is equal to or greater than the Minimum Transfer Amount” after “the Pledging Party for the benefit of the Secured Party” in the third line thereof. (ii) Paragraph 5(a) shall be further amended by deleting “before the Notification Time on a Business Day” and replacing it with “before the Notification Time on a Local Business Day”.

Item 1f
Attachment 3
10 Amendments to Paragraph 6:
(i) Paragraph 6(a)(ii)(A) shall be amended by inserting “(other than subparagraph (B) below)” after “the provisions of this Paragraph 6(a)(ii)” in the first line thereof. (ii) Paragraph 6(a)(ii)(B) shall be amended by deleting “to perfect the security interest of the Non-Downgraded Party” and replacing it with “to perfect the security interest of the Downgraded Party”.
(iii) Paragraph 6(b)(i) is amended by deleting “within one (1) Local Business Day” and replacing it with “within two (2) Local Business Days”. (iv) Paragraphs 6(b)(iii) and 6(b)(iv) are deleted and replaced in their entirety as follows:
“(iii) Upon the occurrence of a Letter of Credit Default, the Pledging Party agrees to Transfer to the Secured Party either a substitute Letter of Credit or other Eligible Collateral, in each case on or before the first (2nd) Local Business Day after the occurrence thereof (or the third (3rd) Local Business Day after the occurrence thereof if only clause (a) under the definition of Letter of Credit Default applies).
(iv) Notwithstanding anything herein to the contrary, (A) upon or at any time after the occurrence and during the continuation of an Event of Default with respect to the Pledging Party or (B) if an Early Termination Date has occurred or been designated and there exist any unsatisfied payment Obligations, then the Secured Party may draw on any outstanding Letter of Credit in an amount (up to the face amount for which the Letter of Credit has been issued) that is equal to all amounts that are due and owing from the Pledging Party but have not been paid to the Secured Party within the time allowed for such payments under this Agreement (including any related notice or grace period or both). If a Letter of Credit Default exists with respect to any Letter of Credit provided by or on behalf of the Pledging Party, then the Secured Party may draw on the Letter of Credit subject to such Letter of Credit Default in an amount equal to the entire, undrawn portion of such Letter of Credit.

Draws on outstanding Letters of Credit shall be made upon submission to the bank issuing such Letter(s) of Credit of one or more certificates specifying the amounts due and owing to the Secured Party in accordance with the specific requirements of the Letter of Credit.

Cash proceeds received from drawing upon any Letter of Credit shall be deemed Performance Assurance as security for the Pledging Party’s obligations to the Secured Party and the Secured Party shall have the rights and remedies set forth in Paragraph 7 with respect to such cash proceeds. Notwithstanding the Secured Party’s receipt of Cash proceeds of a drawing under the Letter of Credit, the Pledging Party shall remain liable (y) for any failure to Transfer sufficient Performance Assurance or (z) for any amounts owing to the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured Party.”
Amendments to Paragraph 7:
(i) Paragraph 7(a) is amended as follows:
a. in line 7, by replacing the words “is deemed to occur” with “has been designated”; and
Item 1f
Attachment 3
11 b. by adding the words “in the form of Cash” after the phrase “the right to set off any Performance Assurance” in clause (ii) thereof.

Paragraph 7(d)(1) is amended and restated in its entirety as follows: “the Secured Party shall immediately Transfer to the Pledging Party all of the Performance Assurance (including any Letter(s) of Credit) previously provided by the Pledging Party and remaining in the possession or under the control of the Secured Party, including any accrued but unpaid Interest Amount;”. (v) A new Paragraph 7(e) and a new Paragraph 7(f) are added as follows:
“(e) The Secured Party will transfer to the Pledging Party any proceeds and Performance Assurance remaining after liquidation, set-off and/or application under Paragraphs 7(a) and 7(d) after satisfaction in full of all amounts payable by the Pledging Party with respect to any Obligations; the Pledging Party will in all events remain liable for any amounts unpaid after liquidation, set-off and/or application under Paragraphs 7(a) and 7(d).
(f) When no amounts are or thereafter may become payable by the Pledging Party with respect to any Obligations, the Secured Party will Transfer to the Pledging Party all Performance Assurance and the Interest Amount, if any.” Amendments to Paragraph 8:
(i) Paragraphs 8(a) and 8(b) are both amended by adding after the third sentence of each paragraph the following sentence: “If the Parties are unable to obtain any quotations for the Secured Party’s Net Exposure, the Parties will appoint a mutually acceptable leading market participant in the relevant market to make such calculation and such expense will be shared equally by the Parties.”
(ii) Paragraph 8 is amended by inserting the following new subparagraph 8(c) at the end thereof:
“(c) Each quotation from a Reference Market-maker will be for an amount, if any, that would be paid to the Party requesting the quotation (expressed as a negative number) or by the Party requesting the quotation (expressed as a positive number) in consideration of an agreement between such Party (taking into account this Collateral Annex and the existence of any Guarantor with respect to the obligations of such Party) and the quoting Reference Market-maker to enter into a transaction that would have the effect of preserving for the Party requesting the quotation the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the Parties in respect of such Transaction or group of Transactions. The costs of retaining Reference Market-makers for the purposes of this Paragraph 8 shall be borne equally by the Secured Party and the Pledging Party. The determination made by such Reference Market-makers shall be binding and conclusive on the Parties absent manifest error.” Amendments to Paragraph 10:
(i) Paragraph 10 shall be amended by inserting the following new subparagraph 10(VI)(C) at the end thereof:

Item 1f
Attachment 3
12 “In lieu of any interest, dividends or other amounts paid or deemed to have been paid with respect to Performance Assurance in the form of Cash (all of which may be retained by the Pledging Party and shall not be considered Performance Assurance):
(x) if the Interest Amount for an Interest Period is a positive number, upon request of the Pledging Party, the Secured Party will transfer to the Pledging Party such Interest Amount by the fifth Business Day after the end of such Interest Period, to the extent that a Collateral Requirement as calculated by the Pledging Party would not be created or increased by that Transfer; any Interest Amount or portion thereof not transferred pursuant to this subsection (x) of this Paragraph will constitute Performance Assurance in the form of Cash and will be subject to the security interest granted under Paragraph 2 to the Collateral Annex.” (ii) Schedule 1 to the Collateral Annex is deleted in its entirety and replaced with the form of Letter of Credit attached as Schedule 1 to this Paragraph 10 to the Collateral Annex.

With respect to the Collateral Threshold, Independent Amount, Minimum Transfer Amount and Rounding Amount, if no selection is made in this Cover Sheet with respect to a Party, then the applicable amount in each case for such Party shall be zero (0). In addition, with respect to the “Administration of Cash Collateral” section of this Paragraph 10, if no selection is made with respect to a Party, then such Party shall not be entitled to hold Performance Assurance in the form of Cash and such Cash, if any, shall be held in a Qualified Institution pursuant to Paragraph 6(a)(ii)(B) of the Collateral Annex.

IN WITNESS WHEREOF, the Parties have caused this Paragraph 10 to the Collateral Annex to be duly executed as of the Effective Date of the EEI Master Power Purchase and Sale Agreement between the Parties.

DYNASTY POWER INC. SILICON VALLEY CLEAN ENERGY

AUTHORITY
By: By:

Name: Name:

Title: Title:

Yan Petchatnikov
Director, Risk & Operations
Yan
Petchatnikov
Digitally signed by Yan
Petchatnikov
Date: 2024.03.22 14:03:42
-06'00'
Item 1f
Attachment 3
Schedule 1 - 1
SCHEDULE 1

FORM OF LETTER OF CREDIT
[Issuing Bank Letterhead and Address]
IRREVOCABLE STANDBY LETTER OF CREDIT NO. [XXXXXXX]
Date: ____________________
Bank Ref.: ________________
Amount: US$[XXXXXXXX]
Expiration Date: ___________
Beneficiary:
[_________]
Ladies and Gentlemen:

By the order of __________ (“Applicant”), we, [insert bank name and address] (“Issuer”) hereby issue our Irrevocable Standby Letter of Credit No. [XXXXXXX] (the “Letter of Credit”) in favor [insert Beneficiary name] (“Beneficiary”), for an amount not to exceed the aggregate sum of U.S. $[XXXXXX] (United States Dollars [XXXXX] and 00/100), pursuant to that certain EEI Master Power Purchase and Sale Agreement, together with the Cover Sheet, the Collateral Annex and Paragraph 10 to the Collateral Annex dated as of [insert date] and as amended or otherwise modified from time to time between Applicant and Beneficiary (the “Master Agreement”). This Letter of Credit shall become effective immediately and shall expire on [insert date], or any expiration date extended in accordance with the terms hereof (the “Expiration Date”).

Funds under this Letter of Credit are available to Beneficiary by presentation on or before the Expiration Date of a dated statement purportedly signed by your duly authorized representative, in the form attached hereto as Exhibit A, referencing our Letter of Credit No. [XXXXXXX] (“Drawing Certificate”).

The Drawing Certificate may be presented by (a) U.S. mail, (b) overnight courier or (c) as a PDF attachment to an e-mail to [bank email address]. Transmittal by email shall be deemed delivered when received.

The original of this Letter of Credit (and all amendments, if any), or any copy thereof, is not required to be presented in connection with any presentment of a Drawing Certificate by Beneficiary hereunder in order to receive payment.

We hereby agree with the Beneficiary that all documents presented under and in compliance with the terms of this Letter of Credit, that such drafts will be duly honored upon presentation to the Issuer on or before the Expiration Date.

All payments made under this Letter of Credit shall be made with Issuer’s own immediately available funds by means of wire transfer in immediately available United States dollars to Beneficiary’s account as indicated by Beneficiary in its Drawing Certificate or in a communication accompanying its Drawing Certificate.

Item 1f
Attachment 3
Schedule 1 - 2
Partial draws are permitted under this Letter of Credit, and this Letter of Credit shall remain in full force and effect with respect to any continuing balance.

It is a condition of this Letter of Credit that the Expiration Date shall be deemed automatically extended without an amendment for a one year period beginning on the present Expiration Date hereof and upon each anniversary for such date, unless at least sixty (60) days prior to any such Expiration Date we have sent to you written notice by overnight courier service that we elect not to extend this Letter of Credit, in which case it will expire on the date specified in such notice. No presentation made under this Letter of Credit after such Expiration Date will be honored.

Notwithstanding any reference in this Letter of Credit to any other documents, instruments or agreements, this Letter of Credit contains the entire agreement between Beneficiary and Issuer relating to the obligations of Issuer hereunder.

This Letter of Credit shall be governed by the Uniform Customs and Practice for Documentary Credits, 1993 Revision, International Chamber of Commerce Publication No. 500 (the “UCP”), except to the extent that the terms hereof are inconsistent with the provisions of the UCP, including but not limited to Articles 13(b) and 17 of the UCP, in which case the terms of this Letter of Credit shall govern.

With respect to Article 13(b) of the UCP, the Issuing Bank shall have a reasonable amount of time, not to exceed three (3) banking days following the date of its receipt of documents from the beneficiary, to examine the documents and determine whether to take up or refuse the documents and to inform the beneficiary accordingly.

In the event of an Act of God, riot, civil commotion, insurrection, war or any other cause beyond our control that interrupts our business and causes the place for presentation of this Letter of Credit to be closed for business on the last day for presentation, the expiry date of this Letter of Credit will be automatically extended without amendment to a date thirty (30) calendar days after the place for presentation reopens for business.

Please address all correspondence regarding this Letter of Credit to the attention of the Letter of Credit Department at [insert bank address information], referring specifically to Issuer’s Letter of Credit No. [XXXXXXX]. For telephone assistance, please contact Issuer’s Standby Letter of Credit Department at [XXX-XXX-XXXX] and have this Letter of Credit available. [All notices to Beneficiary shall be in writing and are required to be sent by certified letter, overnight courier, or delivered in person to: [insert Beneficiary Notice Information]. Only notices to Beneficiary meeting the requirements of this paragraph shall be considered valid. Any notice to Beneficiary which is not in accordance with this paragraph shall be void and of no force or effect.]1 [Bank Name] ___________________________ [Insert officer name] [Insert officer title] 1
Bracketed language to be added if required by Issuer.

Item 1f
Attachment 3
Schedule 1 - 1

EXHIBIT A

DRAWING CERTIFICATE
(DRAW REQUEST SHOULD BE ON BENEFICIARY’S LETTERHEAD)
Drawing Certificate
[Insert Bank Name and Address]
The undersigned, a duly authorized representative of [insert Beneficiary name], as beneficiary (the “Beneficiary”) of the Irrevocable Letter of Credit No. [XXXXXXX] (the “Letter of Credit”) issued by [insert bank name] (the “Bank”) by order of __________ (the “Applicant”), hereby certifies to the Bank as follows:

1. Applicant and Beneficiary are party to that certain EEI Master Power Purchase and Sale Agreement, together with the Cover Sheet, the Collateral Annex and Paragraph 10 to the Collateral Annex dated as of [insert date] and as amended or otherwise modified from time to time (the “Master Agreement”).

2. An Event of Default (as defined in the Master Agreement) has occurred and is continuing with respect to Applicant under the Master Agreement or an Early Termination Date has occurred or been designated as a result of an Event of Default with respect to Applicant. Wherefore, the undersigned does hereby demand payment in an amount equal to all amounts due and owing of $[_____].

OR
Beneficiary is making a drawing under this Letter of Credit in the amount of U.S. $___________, which equals the full available amount under the Letter of Credit, because Applicant is required to maintain the Letter of Credit in force and effect beyond the Expiration Date of the Letter of Credit but has failed to provide Beneficiary with a replacement Letter of Credit or other acceptable instrument within twenty (20) Local Business Days prior to such Expiration Date or a Letter of Credit Default (as defined in the Master Agreement) exists.

3. The undersigned is a duly authorized representative of [insert Beneficiary name] and is authorized to execute and deliver this Drawing Certificate on behalf of Beneficiary.

You are hereby directed to make payment of the requested amount to [insert Beneficiary name] by wire transfer in immediately available funds to the following account:
[specify account information]
[insert Beneficiary name] _____________________________________ [name and title of authorized representative] Date___________________________
Item 1f
Attachment 3

Page 1 of 3 ends

Silicon Valley Clean Energy Board of DirectorsApril 10, 2024

Silicon Valley Clean Energy Board of Directors
April 10, 2024