Agenda packet — Silicon Valley Clean Energy Board of Directors, May 8, 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).

US: +1 669-900-6833
Webinar ID: 971 6843 7524
Members of the public may also attend this meeting in person, or observe this meeting electronically by accessing the meeting via instructions above. Public Comments can be sent in advance of the meeting via email up to three hours before the meeting begins to Board Clerk Andrea Pizano at [email protected] and will be distributed to the Board of Directors. The public will also have an opportunity to provide comments during the meeting. Members of the public participating remotely and using Zoom may comment during public comment or the applicable agenda item by using the Raise Hand feature and you will be recognized by the Chair. Those using the telephone (audio only) feature should press star 9 on your phones to initiate the “Raise Hand” function in Zoom. You will then be announced, unmuted, and your time to speak will begin.

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

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

AGENDA
Call to Order

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

Consent Calendar (Action)
1a) Approve Minutes of the April 10, 2024, Board of Directors Meeting 1b) Receive March 2024 Treasurer Report
1c) Receive FY24 Q2 Decarbonization Strategy and Programs Quarterly Report
1d) Authorize the Chief Executive Officer to Execute an Agreement with Rock Rabbit, Inc. to Pilot a Customer Incentive and Contractor Management Tool with a Not to Exceed Limit of $190,000 for an 18- month Term
1e) Authorize the Chief Executive Officer to Execute a Long Form Resource Adequacy Agreement and any Ancillary Agreements for Resource Adequacy Capacity from High Desert Power Project, LLC
1f) Authorize the Chief Executive Officer to Execute an Agreement with Strategic Energy Innovations to Host Three Climate Corps Fellows with a Not to Exceed Limit of $216,750 for the 2024-2025 Fellowship Cycle 1g) Authorize the Chief Executive Officer to Execute Engagement Letter with Hall Energy Law PC for Legal Services Related to Energy and Capacity Transaction Needs and Long-term Power Purchase Agreements 1h) Executive Committee Report
1i) 2024 Legislative Responses to Industry Transition Ad Hoc Committee Report
1j) California Community Power Report
1k) Additional Committee Reports

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Tina Walia, Chair
City of Saratoga
George Tyson, Vice Chair
Town of Los Altos Hills
Elliot Scozzola
City of Campbell
Sheila Mohan
City of Cupertino
Zach Hilton
City of Gilroy
Sally Meadows
City of Los Altos
Rob Rennie
Town of Los Gatos
Evelyn Chua
City of Milpitas
Bryan Mekechuk
City of Monte Sereno
Yvonne Martinez Beltran
City of Morgan Hill
Pat Showalter
City of Mountain View
Larry Klein
City of Sunnyvale
Otto Lee
County of Santa Clara
svcleanenergy.org
333 W El Camino Real
Suite 330
Sunnyvale, CA 94087
Regular Calendar
2) CEO Report (Discussion)
3) Adopt Resolution Approving the Hanford Hybrid Plant Emissions Mitigation Guidelines (Action)
4) Authorize the Chief Executive Officer to Execute an Agreement with CLEAResult for the SVCE Commercial and Industrial Decarbonization Program with a Not to Exceed Limit of $2,489,087 through December 31, 2027 (Action)
Board Member Announcements and Direction on Future Agenda Items Public Comment on Closed Session
Closed Session
CONFERENCE WITH LEGAL COUNSEL—EXISTING LITIGATION
(California Government Code Section 54956.9(d)(1))
Name of case: Central Coast Community Energy, a California joint powers authority; Silicon Valley Clean Energy Authority, a California joint powers authority v. Big Beau Solar, LLC, et al, Santa Clara County Superior Court Case No. 22CV398156
Report from Closed Session
Adjourn
Revised: February 7, 2024
1 SVCE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Silicon Valley Clean Energy Authority
Board of Directors Meeting
Wednesday, 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

DRAFT MEETING MINUTES
Call to Order:

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

Roll Call

Present:

Tina Walia (Chair), Saratoga
George Tyson (Vice Chair), Los Altos Hills (participated remotely) Elliot Scozzola, Campbell
Sheila Mohan, Cupertino
Zach Hilton, Gilroy (participated remotely)
Sally Meadows, Los Altos
Rob Rennie, Los Gatos
Bryan Mekechuk, Monte Sereno
Yvonne Martinez Beltran, Morgan Hill
Pat Showalter, Mountain View
Murali Srinivasan, Sunnyvale

Absent:

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

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 March 13, 2024, Board of Directors Meeting Item 1a Draft Minutes: April 10, 2024 BOD Meeting
SILICON VALLEY \3/ CLEAN ENERGY

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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
1j) Additional Committee Reports
MOTION: Director Mohan moved and Director Martinez Beltran seconded the motion to approve the Consent Calendar, Items 1a through 1j.

The motion carried unanimously with Directors Chua and Lee absent.

Regular Calendar
2) CEO Report (Discussion)
Chair Walia introduced SVCE’s new CEO, Monica Padilla, who reported the following:
1) Introduction to SVCE’s newest team members: 1) Oswaldo Martinez, Senior Programs Specialist, and 2) Michael Callahan, General Counsel; both provided brief comments; 2) Recognition of Trisha Ortiz, General Counsel, for her service to SVCE, as she would no longer be attending meetings;
3) Announcement of the promotion of Raul Hernandez from Senior Marketing Specialist to Marketing Lead, and Maren Wenzel, promoted from Senior Manager of Policy and Regulatory Analysis to Director of Regulatory, Policy and Planning; 4) Announcement of the Victory Pass project achieving Commercial Operation for Delivery (COD) March 29, 2024,
5) Pamela Leonard, Deputy Director of Marketing and Communications, provided an update on Earth Month activities; and
6) Addressed the new format for future agenda items included in the written CEO report of the agenda packet.
3) Study Session: Decarbonization Programs and Policy Overview of Residential Electric Vehicles and Charging (Discussion)
Justin Zagunis, Director of Decarbonization Programs and Policy, and Hannah Gustafson, Senior Programs Specialist, presented information on residential electric vehicles and charging. Contents of the presentation included SVCE emission statistics, residential vehicle and EV charging trends, and program highlights.

Board members and staff engaged in discussion on EV charger maintenance, charger time limits, data used to identify where to invest in additional chargers, residential vs. commercial charging, SVCE’s FutureFit Assist program, SVCE staff connecting with member agency Community Development Departments, emissions reductions, early EV adopters, SVCE’s Gridshift app, and EV charger reliability.

Item 1a Draft Minutes: April 10, 2024 BOD Meeting

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Chair Walia opened Public Comment.

Bruce Karney thanked Staff for their presentation and commented on the following: if we want to increase the number of charging stations, then charging needs to be an attractive business to be in, price sensitive customers who are interested in knowing the cost of charging in various locations, and where fast chargers should be located.

Chair Walia closed Public Comment.
4) Study Session: Update on Load Forecasting Efforts (Discussion) Maren Wenzel, Director of Regulatory, Policy and Planning and Jessica Feng, Power Resources Planner, presented information on load forecasting efforts which included key terms, why we forecast, how we forecast, current forecast results and planned next steps.

Board members and staff engaged in discussion on artificial intelligence (AI), checking accuracy of prior forecast assumptions, photovoltaics (PV) forecasting numbers, information sharing on growth within member agencies, and microgrid forecasting.

Chair Walia opened Public Comment.

No speakers.

Chair Walia closed Public Comment.
5) Building Electrification Policy Update (Informational) Zoe Elizabeth, Deputy Director of Decarbonization Programs and Policy, presented an update on permit modernization and building decarbonization including information on resources available to member agencies and a status update on member agency staff meetings and development of action plans.

Staff responded to questions and comments regarding ideas gathered from meetings with member agency staff and reach codes.

Chair Walia opened Public Comment.

No speakers.

Chair Walia closed Public Comment.

Board Member Announcements and Future Agenda Items
Director Mohan announced an Earth and Arbor Day event in Cupertino on Saturday, April 20, 2024 from 11:00a.m. – 3:00p.m.

Director Scozzola announced the City of Campbell would also be hosting an Earth Day event on Saturday, April 20, 2024.

Director Martinez Beltran announced the City of Morgan Hill’s Earth Day event would occur Saturday, April 20, 2024, and would have a strong youth presence who helped organize the event in addition to AAUW.

Adjourn
Chair Walia adjourned the meeting thanking General Counsel Ortiz for her service at SVCE at 9:00 p.m.

ATTEST:
_____________________________
Andrea Pizano, Board Secretary
Item 1a Draft Minutes: April 10, 2024 BOD Meeting
1 TREASURER REPORT
Fiscal Year to Date
As of March 31, 2024
(Preliminary & Unaudited)
Issue Date: May 8, 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 March 2024 Treasurer Report
SILICON VALLEY <3/ CLEAN ENERGY
2 Item 1b March 2024 Treasurer Report

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights* ($ in millions)
March 31,2024

Page 1 ends

Balance Sheet Highlights:
> SVCE operations resulted in a change in net position of $13.1 million for the month of March and $82.5 million for fiscal-year-to-date (FYTD).* > Total Net Position increased further to $407 million. > SVCE is investing ~96% of available funds generating FYTD interest/dividend income of over $10.6 million. ’Does not yet recognize unspent program dollars
’’For reconciliation purposes, budget numbers include actual program expenses and depreciation, excludes GASP 87 expenses. ^■DCOH* Maximum Reserves Target Reserves Minimum Reserves ’Adjusted to reflect the Mid-Year Budget (approved in March 2024) revisions SVCE Yield-bearing Accounts:

Combined Ending Balance* 379.7 M
Total Interest/Div. Earned FYTD 10.6 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
SVCE Accounts River City Bank
Investment Income*
’Includes investment income from SVCE Yield-bearing accounts plus interest on cash collateral 3 Item 1b March 2024 Treasurer Report

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights** ($ in millions)
March 31, 2024

Page 2 ends

Summary of Actual Results vs. Adjusted Budget (includes allocated but unspent program dollars) > FYTD operating margin of $88.8million or 35.4% is above the Mid-Year budget expectations of 31.7% operating margin for the fiscal year to date. > FYTD Power Supply costs are 4.2% below Mid-Year budget. > Retail GWh sales for the month of March and FYTD landed 0.6 % and 0.5 % above Mid-Year budget respectively.

Net Increase in Available Fund Balance
Comparing Actuals to Mid-Year Budget
Variance Explanation:

October December - mainly reflects lower operating expenses and higher investment income as revenue and power supply cost were actualized during the Mid-Year budgeting.

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.

March - 1% lower revenues and 1% higher power supply cost were fully offset by operational cost savings and higher interest income.

YTD Operating Expenses
Personnel " Contract

3.4% Services
S in thousands
March Fiscal YTD
Actual MY Budget | % Dif Actual MY Budget | % Dif Main Drivers:

Revenue 40.1 M 40.7 M -1.3% 250.9 M 247.7 M 1.3% • Customer load for March and FYTD was in-line with Mid-Year Budget.

Power Supply Cost 25.5 M 25.3 M 0.9% 162.1 M 169.2 M 4.2% • Lower YTD costs for environmental products and resource adequacy combined with higher CRR revenue.

Operating Margin 14.6 M 15.3 Mf 4.9% 88 8 M 78 5 M 13.1% Operating Expenses (ex Power) 2.4 M 2.8 M -13.0% 12.7 M 15.5 M -18.3% • Staffing vacancies, underrunning professional services, and lower marketing expenses Other Non-Op. Expen. (Income) -1.7 M -1.1 Mr 56.4% 44.0 M 49.0 M -10.0% • Reflects higher Interest Income Net Increase in Available Fund
Balance 13.8 M 13.6 M 1.5% 32.1 M 14.1 M 128.2% • Reflects budgetary transfers to program and other funds Customer Load Statistics:

Retail Sales - Actual vs Budget (GWh)
400.0 12%
RetailSales Actual (GWh) Retail Sales Budget (GWh)
9%
6%
3%
0%
-3%
-6%
-9%
-12%
Customer Accounts and Participation Rate
98%
97%
Total Accounts 279,225
96% Opt-Out Accounts (Month) 49
Opt-Out Accounts (FYTD) 360
95% Opt-Up Accounts (Month) (8)
94%
Opt-Up Accounts (FYTD) (73)
93%
92%
^^vLoad deviation fromthe Budget (Right Y-Axes)
Program Funds:
'Customs^^jndComTwn^y^i^nvt?Fund
Th? dv*report-afi?pf&iimfn.3fy-and:rubp?cttochangep&ndtngcfodngofdiebooi.i> fix’diefidea/year. Anypotoadafchanges are nor e'<pectodtoZv sgndtcanr.

Beginning Balance End Balance YTD Contributions YTD Expenditures General Program Fund $ 56.617.120 $ 84.586.861 $ 31.062.000 $ 3.092.259 CRCR Fund* $ 5,483.032 $ 8.720.290 $ 4.300.000 $ 1.752,992 Electrification Discount Fund $ 9.446.460 $ 9.305.782 $ - $ 140.678 Building Fund S - $ 20.000.000 $ 20.000,000 $ -
4 Item 1b March 2024 Treasurer Report

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF NET POSITION
As of March 31, 2024
ASSETS
Current Assets
Cash & Cash Equivalents $ 291,185,110
Accounts Receivable, net of allowance 36,157,957
Investments 30,545,528
Accrued Revenue 27,967,502
Other Receivables 3,394,856
Prepaid Expenses 2,163,053
Deposits 2,992,898
Restricted cash 165,717
Total Current Assets 394,572,621
Noncurrent assets
Capital assets, net of depreciation 418,910
Investments 78,708,189
Lease asset, net of amortization 601,875
Deposits 45,130
Total Noncurrent Assets 79,774,104
Total Assets 474,346,725

LIABILITIES
Current Liabilities
Accounts Payable 1,784,283
Accrued Cost of Electricity 36,077,892
Other accrued liabilities 1,921,706
User Taxes and Energy Surcharges due to other gov'ts 1,445,327 Supplier securit deposits 375,000
Lease liability 521,623
Total Current Liabilities 42,125,831
Noncurrent Liabilities
Supplier security deposits 25,053,125
Lease liability 138,620
Total noncurrent liabilities 25,191,745
Total Liabilities 67,317,576

NET POSITION
Net investment in capital assets 360,542
Restricted for security collateral 165,717 I
Unrestricted (deficit) 406,502,890
Total Net Position $ 407,029,149
5 Item 1b March 2024 Treasurer Report

SILICON VALLEY CLEAN ENERGY AUTHORITY

NET POSITION
Net investment in capital assets 360,542
Restricted for security collateral 165,717
Unrestricted (deficit) 406,502,890
Total Net Position $ 407,029,149
6 Item 1b March 2024 Treasurer Report

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
October 1, 2023 through March 31, 2024

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

TOTAL OPERATING REVENUES
$ 249,788,723
997,643
75,000
23,190
250,884,556

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

TOTAL OPERATING EXPENSES
162,077,470
6,270,779
6,011,133
4,275,677
318,166
178,953,225
OPERATING INCOME(LOSS) 71,931,331

NONOPERATING REVENUES (EXPENSES)
Interest Income
Financing costs

TOTAL NONOPERATING REVENUES (EXPENSES)
10,614,444
(52,441)
10,562,003

CHANGE IN NET POSITION
Net Position at beginning of period
Net Position at end of period
82,493,334
324,535,815
$ 407,029,149
7 Item 1b March 2024 Treasurer Report

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF CASH FLOWS
October 1, 2023 through March 31, 2024

CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers $ 271,203,142
Receipts of security deposits 32,260,840
Other operating receipts 12,190
Payments to suppliers for electricity (211,792,811)
Payments of security deposits (720,000)
Payments for other goods and services (11,798,789)
Payments for staff compensation and benefits (5,970,362) Tax and surcharge payments to other governments (4,502,191) Net cash provided (used) by operating activities 68,692,019

CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES
Finance costs paid (52,441)
Net cash provided (used) by financing activities (52,441)

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Payments of lease liability (259,410)
Acquisition of capital assets (83,736)
Net cash provided (used) by capital and related
(343,146) financing activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments (50,074,686)
Proceeds from investment sales 32,986,536
Investment income received 9,448,040
Net cash provided (used) by investing activities (7,640,110) Net change in cash and cash equivalents 60,656,322
Cash and cash equivalents at beginning of year 230,694,505 Cash and cash equivalents at end of period $ 291,350,827 Reconciliation to the Statement of Net Position
Cash and cash equivalents (unrestricted) $ 291,185,110
Restricted cash 165,717
Cash and cash equivalents $ 291,350,827
8 Item 1b March 2024 Treasurer Report

SILICON VALLEY CLEAN ENERGY AUTHORITY
STATEMENT OF CASH FLOWS (Continued)
October 1, 2023 through March 31, 2024

RECONCILIATION OF OPERATING INCOME (LOSS) TO NET

CASH PROVIDED (USED) BY OPERATING ACTIVITIES
Operating Income (loss) $ 71,931,331
Adjustments to reconcile operating income to net cash
provided (used) by operating activities
Depreciation expense 318,166
(Increase) decrease in accounts receivable
(Increase) decrease in other receivables
(Increase) decrease in accrued revenue
(Increase) decrease in prepaid expenses
(Increase) decrease in current deposits
Increase (decrease) in accounts payable
Increase (decrease) in accrued cost of electricity
Increase (decrease) in accrued liabilities
Increase (decrease) in energy settlements payable
Increase (decrease) in taxes and surcharges due to other governments Increase (decrease) in supplier security deposits
Net cash provided (used) by operating activities
13,731,436
1,503,126
2,464,620
(809,876)
22,609,581
(1,069,311)
(42,953,530)
294,184
426,890
(281,473)
526,875
$ 68,692,019
9 Item 1b March 2024 Treasurer Report

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2023 through March 31, 2024

OPERATING REVENUES
Energy Sales
Green Prime Premium
Other Income
FYTD
Actual
$249,788,723
997,643
98,190
FYTD
Mid-Year Budget
$246,807,792
835,779
25,000
Variance FY 2023-24 FY 2023-24
5 $2,980,931
$161,864
73,190
%

1.2%

19.4%
292.8%
Mid-Year Budget
$550,852,000
1,962,000
50,000
Remaining Budget
$301,063,277
964,357
(48,190)
TOTAL OPERATING REVENUES 250,884,556 247,668,571 3,215,985 1.3% 552,864,000 301,979,444

ENERGY EXPENSES
Power Supply 162,077,470 169,153,856 (7,076,386) -4% 365,617,000 203,539,530 Operating Margin 88,807,086 78,514,715 10,292,371 13% 187,247,000 98,439,914

OPERATING EXPENSES
Data Management 1,560,992 1,706,250 (145,258) -9% 3,413,000 1,852,008 PG&E Fees 596,696 735,000 (138,304) -19% 1,470,000 873,304 Salaries & Benefits 6,011,133 6,840,450 (829,317) -12% 14,818,000 8,806,867 Professional Services 2,342,407 4,105,238 (1,762,831) -43% 8,210,000 5,867,593 Marketing & Promotions 495,660 624,750 (129,090) -21% 1,250,000 754,340 Notifications 119,335 157,500 (38,165) -24% 315,000 195,665 Lease 264,907 275,625 (10,718) -4% 551,000 286,093
General & Administrative 1,270,868 1,045,643 225,225 22% 2,091,000 820,132 TOTAL OPERATING EXPENSES 12,661,998 15,490,456 (2,828,458) -18% 32,118,000 19,456,002 OPERATING INCOMEZ(LOSS) 76,145,088 63,024,259 13,120,829 21% 155,129,000 78,983,912

NON-OPERATING REVENUES
Investment Income 10,614,444 6,433,633 4,180,811 65% 12,867,000 2,252,556 TOTAL NON-OPERATING REVENUES 10,614,444 6,433,633 4,180,811 65% 12,867,000 2,252,556

NON-OPERATING EXPENSES
Financing 44,009 1,500 42,509 2834% 3,000 (41,009)

CAPITAL EXPENDITURES, TRANSFERS,
& OTHER
Capital Outlay 79,587 25,000 54,587 218% 50,000 (29,587) 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 (140,678) - (140,678) n/a - 140,678 Transfer from CRCR Fund - customer bill relief (690,250) - (690,250) n/a - 690,250 TOTAL OTHER USES 54,610,659 55,387,000 (776,341) -1% 55,412,000 801,341

NET INCREASE(DECREASE) IN AVAILABLE
FUND BALANCE $32,104,864 $14,069,392 $18,035,472 _ 128% $112,581,000 10 Item 1b March 2024 Treasurer Report

SILICON VALLEY CLEAN ENERGY AUTHORITY

GENERAL PROGRAM FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2023 through March 31, 2024

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 3,092,259 24,007,735 11.4% Net increase (decrease) in fund balance $ 3,962,006 $27,969,741 Fund balance at beginning of period 56,617,120
Fund balance at end of period $84,586,861

CUSTOMER RELIEF & COMMUNITY RESILIENCY FUND
BUDGETARY COMPARISON SCHEDULE*
October 1, 2023 through March 31, 2024

ACTUAL/
REVENUE & OTHER SOURCES: MY BUDGET ACTUAL

MY BUDGET

REMAINING

MID-YEAR
BUDGET
Transfer from Operating Fund $ 4,300,000 $ 4,300,000 $ 100.0% EXPENDITURES & OTHER USES:

Customer bill relief credit
Other program expenditures
Total Program expenditures
4,300,000
3,535,082 _
7,835,082 _
690,250
1,062,742 _
1,752,992 _
3,609,750
2,472,340
6,082,090

16.1%

30.1%
Net increase (decrease) in fund balance
Fund balance at beginning of period
Fund balance at end of period
$ (3,535,082) _ 3,237,258
=
5,483,032
$8,720,290
11 Item 1b March 2024 Treasurer Report

ELECTRIFICATION DISCOUNT FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2023 through March 31, 2024

ACTUAL/

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

Program expenditures * 600,000 140,678 459,322 23.4%
Net increase (decrease) in fund balance $ (600,000) (140,678) Fund balance at beginning of period 9,446,460
Fund balance at end of period $9,305,782

BUILDING FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2023 through March 31, 2024
REVENUE & OTHER SOURCES: MY BUDGET ACTUAL

MY BUDGET

REMAINING

ACTUAL/

MID-YEAR
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
12 Item 1b March 2024 Treasurer Report

SILICON VALLEY CLEAN ENERGY AUTHORITY

OPERATING FUND

BUDGET RECONCILIATION TO STATEMENT OF

REVENUES, EXPENSES AND CHANGES IN NET POSITION
October 1, 2023 through March 31, 2024
Net Increase (decrease) in available fund balance
per budgetary comparison schedule $ 32,104,864
Adjustments needed to reconcile to the changes
in net position in the Statement of Revenues,
Expenses and Changes in Net Position
Subtract depreciation expense (318,166)
Subract program expense not in operating budget (4,155,001) Add back GASB 87 expenses not in operating budget 250,978 Add back transfer to Program fund r
54,531,072
Add back capital asset acquisition 79,587
Change in Net Position 82,493,334
13 Item 1b March 2024 Treasurer Report

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
October 1, 2023 through March 31, 2024
$ 5,702,895 $ 12,516,034 $ 20,754,959 $ 13,012,592 $ 17,452,091 $ 13,054,763 $ $ $ $ $ $ $ 82,493,334

OPERATING REVENUES
Electricity sales, net
Green electricity premium
Liquidated damages
Other Income
October
$ 37,692,603
136,391
2,500
November
$ 39,705,552
$ 117,438
$ 75,000
$ 4,974
December
$ 41,967,181
$ 130,927
$
$ 5,850
January
$ 47,091,508
$ 144,552
$
$ 5,050
February
$ 43,545,848
$ 123,168
$
$ 2,316
March
$ 39,786,031
$ 345,167
$
$ 2,500
April May June July August September YTD
$ 249,788,723
997,643
75,000
23,190
Total operating revenues 37,831,494 39,902,964 42,103,958 47,241,110 43,671,332 40,133,698 - - - - - - 250,884,556

OPERATING EXPENSES
Cost of electricity 31,160,273 $ 27,896,672 $ 20,303,980 $ 32,910,813 $ 24,261,713 $ 25,544,019 162,077,470 Staff compensation and benefits 910,013 $ 913,400 $ 1,028,282 $ 1,060,468 $ 1,036,242 $ 1,062,728 6,011,133 Data manager 253,895 $ 253,378 $ 253,607 $ 266,090 $ 266,560 $ 267,462 1,560,992 Service fees - PG&E 98,425 $ 98,101 $ 104,757 $ 98,337 $ 98,296 $ 98,780 596,696 Consultants and other professional fees 541,215 $ 504,693 $ 660,992 $ 742,608 $ 791,882 $ 871,701 4,113,091 Other operating expenses 420,848 $ 324,106 $ 862,366 $ 1,239,599 $ 611,097 $ 817,661 4,275,677 Depreciation 49,996 $ 56,455 $ 54,023 $ 52,427 $ 52,426 $ 52,839 318,166 Total operating expenses 33,434,665 30,046,805 23,268,007 36,370,342 27,118,216 28,715,190 - - - - - - 178,953,225
Operating income (loss) 4,396,829 9,856,159 18,835,951 10,870,768 16,553,116 11,418,508 - - - - - - 71,931,331

NONOPERATING REVENUES (EXPENSES)
Grant income - $ $ $ $ $ -
Interest income 1,312,249 $ 2,670,244 $ 1,927,958 $ 2,151,056 $ 908,057 $ 1,644,880 10,614,444 Financing costs (6,183) $ (10,369) $ (8,950) $ (9,232) $ (9,082) $ (8,625) (52,441) Total nonoperating revenues (expenses) 1,306,066 2,659,875 1,919,008 2,141,824 898,975 1,636,255 - - - - - - 10,562,003

CHANGE IN NET POSITION
14 Item 1b March 2024 Treasurer Report

SILICON VALLEY CLEAN ENERGY AUTHORITY

INVESTMENTS SUMMARY
October 1, 2023 through March 31, 2024
* Includes change in current market value, unsettled trades and accrued interest 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 $ 26,843,555 $ - $ - $ - $ $ $ California Asset Management Program (CAMP) $ 196,558,074 $ 184,428,757 $ 199,405,498 $ 232,403,050 $ 244,368,016 $ 261,500,705 $ - $ - $ - $ $ $ PFM Asset Management Investment Portfolio $ 111,782,205 $ 112,312,183 $ 113,008,833 $ 113,738,828 $ 114,457,217 $ 114,334,972 $ - $ - $ - $ $ $ Total Ending Balance $ 330,688,620 $ 329,199,041 $ 358,426,829 $ 368,456,021 $ 380,546,996 $ 402,679,232 $ - $ - $ - $ $ $ 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% 4.05% California Asset Management Program (CAMP) 5.56% 5.58% 5.55% 5.54% 5.50% 5.48% PFM Asset Management Investment Portfolio 5.41% 5.42% 5.40% 5.31% 5.28% 5.24% Average Return On Investments: 5.37% 5.33% 5.27% 5.37% 5.34% 5.32% 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 $ 11,034 $ - $ - $ - $ $ $ California Asset Management Program (CAMP) $ 830,321 $ 870,683 $ 976,741 $ 997,552 $ 964,966 $ 1,132,689 $ - $ - $ - $ $ - $ PFM Asset Management Investment Portfolio * $ 1,112,927 $ 529,978 $ 696,650 $ 729,995 $ 718,389 $ (122,245) $ - $ - $ - $ $ $ Total Interest and Investment Gains $ 1,952,782 $ 1,410,195 $ 1,685,258 $ 1,745,313 $ 1,690,022 $ 1,021,478 CAMP Portfolio Statistics
As of March 31, 2024
Beginning of the Month Market Value $ 244,368,016
Ending of The Month Market Value $ 261,500,705
Yield at Market 5.50%
Weighted Average Maturity (days) 45
Camp Pool Composition (based on market value)
US Treasuries,

2.0%
Money Market
Funds, 0.1%
Corporate
Notes, 0.6%
SVCE PFM Portfolio Investments Maturity Distribution
ICE BofA 0-3 Year U.S. Treasury Index
SVCE Investment Policy:

PFM Portfolio Statistics
As of March 31, 2024
Portfolio Par Value $ 114,293,025
Portfolio Market Value (icl Accrued Interest) $ 114,334,972 Yield at Cost 5.24%
Yield at Market 5.07%
Benchmark Yield* 4.81%
Weighted Average Maturity (days) 641
'svcleanenergy.org/wp-content/uploads/2018/10/FP-08 lnvestments-Policy-F.pdf 15 Item 1b March 2024 Treasurer Report

SILICON VALLEY CLEAN ENERGY AUTHORITY

RETAIL SALES, CUSTOMER ACCOUNTS AND AGING REPORT
October November December January February March April May June July August Sept YTD Retail Sales Actual (GWh) 312.6 302.5 327.8 334.1 310.1 317.0 1,904 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 1,895 Load deviation from the Budget 0.0% 0.0% 0.0% -0.4% 2.8% 0.6% 0.5% Customer Participation Rate Res 96.3% 96.3% 96.2% 96.2% 96.2% 96.2% Customer Participation Rate Com 96.8% 96.7% 96.6% 96.6% 96.6% 96.6% Total Accounts 278,236 278,201 278,312 278,523 278,724 279,225 279,225 Opt-Out Accounts 56 29 51 73 102 49 360
Opt-Up Accounts -18 -6 -5 -25 -11 -8 -73
Age Summary (as of 4/1/2024)
Accounts Receivable Days
26 Days
<30 days $32,642,319
<60 days $1,341,871
<90 days $809,101
<120 days $586,568
Older $3,385,547
$38,765,406

TOTAL DUE
Bad Debt % (Budget)

0.90%
Bad Debt % (Actual)
March 2024 FYTD

0.33%
SVCE Arrearager Total for customers 31+ days late and 120+ days late 16 M
0 M
>120 Days 31+ Days
Total (L Axes) $308,552 $417,275 $415,187 $639,455 $885,995 $1,484,752 $830,149 % Revenue 0.12% 0.14% 0.14% 0.25% 0.23% 0.33% 0.33%
Av./Month (R Axes) $25,713 $34,773 $34,599 $53,288 $73,833 $123,729 $138,358 Date Amount
High 11/29/2021 $7.99M
Low 4/17/2020 $2.54M
Current 7/31/2023 r
$6.1 M
• Green arrow indicates
receipt of $1.3M in Federal
CAPP funds.
• An additional $717K in CAPP
funding provided in Winter
2023.
• Growth at red arrow
indicates short-term PG&E
billing-hold issue in Fall 2022
that was quickly resolved.
16 Item 1b March 2024 Treasurer Report
Silicon Valley Clean Energy March 31, 2024
Certificate of Compliance
Acknowledged : PFM Asset Management LLC
During the reporting period for the month ended March 31, 2024 the account(s) managed by PFM Asset Management ("PFMAM") were in compliance with the applicable investment policy and guidelines as furnished to PFMAM.

Note: Pre- and post-trade compliance for the account(s) managed by PFM Asset Management is provided via Bloomberg Asset and Investment Management ("AIM"). 17 Item 1b March 2024 Treasurer Report
/1 । -0
Managed Account Security Transactions & Interest For the Month Ending March 31, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method BUY
02/21/24
03/05/24
03/01/24
03/08/24
WFCIT 2024-Al A
DTD 03/01/2024 4.940% 02/15/2029

HORMEL FOODS CORP CORPORATE
92970OAA3
440452AK6
925,000.00
240,000.00
(924,748.96)
(239,767.20)

0.00 0.00
(924,748.96)
(239,767.20)
03/05/24
03/11/24
03/13/24
03/13/24

NOTES (CALLA
DTD 03/08/2024 4.800% 03/30/2027
ALLYA 2024-1 A3
DTD 03/13/2024 5.080% 12/15/2028

AMERICAN HONDA FINANCE
02008FAC8
02665WFD8
385,000.00
305,000.00
(384,944.10)
(304,832.25)

0.00 0.00
(384,944.10)
(304,832.25)

CORPORATE NOTES
03/11/24 03/18/24
DTD 03/13/2024 4.900% 03/12/2027
AUST & NZ BANKING GRP NY 05253JB26 860,000.00 (860,000.00) 0.00 (860,000.00) 03/13/24
03/14/24
03/18/24
03/18/24
03/19/24
03/19/24

CORPORATE NOTES
DTD 03/18/2024 5.000% 03/18/2026

STATE STREET CORP NOTE (CALLABLE)
DTD 03/18/2024 4.993% 03/18/2027
FORDO 2024-A A2A
DTD 03/19/2024 5.320% 01/15/2027

BARCLAYS CAPITAL INC COMM PAPER
857477CL5
34535EAB8
06743UMD1
510,000.00
410,000.00
2,500,000.00
(510,000.00)
(409,985.61)
(2,401,740.28)

0.00 0.00

0.00 (510,000.00)
(409,985.61)
(2,401,740.28)
03/19/24 03/21/24
DTD 03/18/2024 0.000% 12/13/2024
UNITEDHEALTH GROUP INC 91324PEY4 750,000.00 (744,772.50) 0.00 (744,772.50) 03/19/24
03/25/24
03/27/24
04/02/24

CORPORATE NOTES (
DTD 03/21/2024 4.600% 04/15/2027
CHAOT 2024-1A A2
DTD 03/27/2024 5.480% 04/26/2027

BMW US CAPITAL LLC CORPORATE
NOTES
16144BAB4
05565ECG8
210,000.00
350,000.00
(209,982.36)
(349,849.50)

0.00 0.00
(209,982.36)
(349,849.50)
DTD 04/02/2024 5.050°/o
04/02/2026
Transaction Type Sub-Total 7,445,000.00 (7,340,622.76) 0.00 (7,340,622.76)

INTEREST
03/01/24 03/25/24 FNA 2015-M11 A2 3136APSZ6 652,159.52 0.00 1,548.14 1,548.14 DTD 07/30/2015 2.849% 04/01/2025
PFM Asset Management LLC Account 4025-002 Page 26
18 Item 1b March 2024 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending March 31, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal
Trade Settle Security Description CUSIP Par Proceeds
Accrued
Interest Total
Realized G/L Realized G/L Sale
Cost Amort Cost Method

INTEREST

CORPORATE NOTES
03/01/24 03/25/24 FHMS K039 A2
DTD 09/01/2014 3.303% 07/01/2024
3137BDCW4 988,490.80 0.00 2,720.82 2,720.82
03/01/24 03/25/24 FHMS K057 A2
DTD 09/28/2016 2.570% 07/01/2026
3137BROJ7 1,175,000.00 0.00 2,516.46 2,516.46
03/01/24 03/25/24 FHMS K736 A2
DTD 09/01/2019 2.282% 07/01/2026
3137FNWX4 750,000.00 0.00 1,426.25 1,426.25
03/01/24 03/25/24 FHMS K729 A2
DTD 01/01/2020 2.525% 10/01/2026
3137FOXJ7 1.050,000.00 0.00 2.209.38 2.209.38
03/01/24 03/25/24 FHMS K065 Al
DTD 07/24/2017 2.864% 10/01/2026
3137F1G36 743,895.49 0.00 1,775.43 1,775.43
03/01/24 03/25/24 FHMS K054 A2
DTD 04/20/2016 2.745% 01/01/2026
3137BNGT5 1,100,000.00 0.00 2,516.25 2,516.25
03/01/24 03/25/24 FHMS K059 A2
DTD 11/29/2016 3.120% 09/01/2026
3137BSRE5 700,000.00 0.00 1,820.00 1,820.00
03/01/24 03/25/24 FHMS K733 A2
DTD 11/09/2018 3.750% 08/01/2025
3137FJXO7 570,661.87 0.00 1,937.80 1,937.80
03/01/24 03/25/24 FHMS K058 Al
DTD 11/09/2016 2.340% 07/01/2026
3137BSP64 485.608.58 0.00 946.94 946.94
03/08/24 03/08/24 JOHN DEERE CAPITAL CORP

CORPORATE NOTES
DTD 09/08/2023 5.300% 09/08/2025
24422EXC8 425,000.00 0.00 11,262.50 11.262.50
03/11/24 03/11/24 TOYOTA MOTOR CREDIT CORP

CORPORATE NOTES
DTD 09/11/2023 5.600% 09/11/2025
89236TKZ7 550,000.00 0.00 15,400.00 15.400.00
03/12/24 03/12/24 COMMONWEALTH BK AUSTR NY 20271RAS9 800,000.00 0.00 21,996.00 21.996.00 DTD 11/14/2023 5.540% 08/15/2028
PFM Asset Management LLC Account 4025-002 Page 27
19 Item 1b March 2024 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending March 31, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal
Trade Settle Security Description CUSIP Par Proceeds
Accrued
Interest Total
Realized G/L Realized G/L Sale
Cost Amort Cost Method

INTEREST
DTD 01/31/2024 4.600% 01/15/2027
03/15/24 03/15/24 HART 2023< A2A
DTD 11/13/2023 5.800% 01/15/2027
44918CAB8 645,000.00 0.00 3,117.50 3,117.50
03/15/24 03/15/24 HDMOT 2023-B A3
DTD 09/27/2023 5.690% 08/15/2028
41285YAC9 935,000.00 0.00 4,433.46 4,433.46
03/15/24 03/15/24 FORDO 2023< A3
DTD 11/21/2023 5.530% 09/15/2028
344940AD3 340,000.00 0.00 1,566.83 1,566.83
03/15/24 03/15/24 ALLYA 2023-1 A3
DTD 07/19/2023 5.460% 05/15/2028
02007WAC2 500,000.00 0.00 2,275.00 2,275.00
03/15/24 03/15/24 BAAT 2023-2A A3
DTD 11/21/2023 5.740% 06/15/2028
06054YAC1 840,000.00 0.00 4,018.00 4,018.00
03/15/24 03/15/24 AMXCA 2023-3 A
DTD 09/19/2023 5.230% 09/15/2028
02582JKD1 825,000.00 0.00 3,595.62 3,595.62
03/15/24 03/15/24 TAOT 2024-A A3
DTD 01/30/2024 4.830% 10/16/2028
89238DAD0 335,000.00 0.00 1,348.38 1,348.38
03/15/24 03/15/24 WOART 2024-A A2A
DTD 02/14/2024 5.050% 04/15/2027
98164RAB2 365,000.00 0.00 1,587.24 1,587.24
03/15/24 03/15/24 MBART 2023-2 A2
DTD 10/25/2023 5.920% 11/16/2026
58769FAB1 315,000.00 0.00 1,554.00 1,554.00
03/15/24 03/15/24 COPAR 2023-2 A2A
DTD 10/11/2023 5.910% 10/15/2026
14O44EAB4 1,100,000.00 0.00 5,417.50 5,417.50
03/15/24 03/15/24 HART 2022-C A3
DTD 11/09/2022 5.390% 06/15/2027
44933DAD3 550,000.00 0.00 2,470.42 2,470.42
03/15/24 03/15/24 HAROT 2024-1 A2
DTD 02/21/2024 5.360% 09/15/2026
437918AB1 1,100,000.00 0.00 3,930.67 3,930.67
03/15/24 03/15/24 CHAIT 2023-Al A
DTD 09/15/2023 5.160% 09/15/2028
161571HT4 805,000.00 0.00 3,461.50 3,461.50
03/15/24 03/15/24 BACCT 2023-A2 A2
DTD 12/14/2023 4.980% 11/15/2028
05522RDH8 355,000.00 0.00 1,473.25 1.473.25
03/15/24 03/15/24 KCOT 2024-1A A2
DTD 02/21/2024 5.390% 01/15/2027
50117BAB6 830,000.00 0.00 2,982.47 2,982.47
03/15/24 03/15/24 WOART 2023-D A2A
DTD 11/08/2023 5.910% 02/16/2027
98164DAB3 350,000.00 0.00 1,723.75 1.723.75
03/15/24 03/15/24 CHAIT 2024-Al A 161571HV9 695,000.00 0.00 2,664.17 2.664.17 PFM Asset Management LLC Account 4025-002 Page 28
20 Item 1b March 2024 Treasurer Report
Managed Account Security Transactions & For the Month Ending March 31, 2024 Interest Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method

INTEREST
DTD 12/04/2023 4.950% 09/30/2026
03/16/24 03/16/24 GMCAR 2024-1 A3
DTD 01/17/2024 4.850% 12/18/2028
36268GAD7 110,000.00 0.00 444.58 444.58
03/16/24 03/16/24 GMCAR 2023-4 A3
DTD 10/11/2023 5.780% 08/16/2028
379930AD2 470,000.00 0.00 2,263.83 2,263.83
03/20/24 03/20/24 VALET 2023-2 A2A
DTD 11/21/2023 5.720% 03/22/2027
92867YABO 515,000.00 0.00 2,454.83 2,454.83
03/21/24 03/21/24 HAROT 2023-4 A3
DTD 11/08/2023 5.670% 06/21/2028
438123AC5 195,000.00 0.00 921.38 921.38
03/22/24 03/22/24 PFAST 2023-2A A2A
DTD 11/10/2023 5.880% 11/23/2026
732916AB7 1,100,000.00 0.00 5,390.00 5,390.00
03/29/24 03/29/24 CITIBANK NA CORP NOTES (CALLABLE)
DTD 09/29/2023 5.864% 09/29/2025
17325FBA5 380.000.00 0.00 11,141.60 11,141.60
03/30/24 03/30/24 HOME DEPOT INC CORPORATE NOTES 437076CV2 235,000.00 0.00 3,748.25 3,748.25 Transaction Type Sub-Total 25,684,039.33 0.00 149,610.83 149,610.83

MATURITY
PAPER
DTD 09/25/2023 0.000% 03/26/2024
03/18/24 03/18/24 BARCLAYS CAPITAL INC COMM PAPER
DTD 06/23/2023 0.000% 03/18/2024
06743UCJ9 2,250,000.00 2,250,000.00 0.00 2,250,000.00 76,280.62 0.00 03/25/24 03/25/24 TOYOTA MOTOR CREDIT CORP COMM
PAPER
DTD 09/25/2023 0.000% 03/25/2024
89233GCR5 1,500,000.00 1,500,000.00 0.00 1,500,000.00 41,780.83 0.00 03/26/24 03/26/24 CREDIT AGRICOLE QB NY COMM 22533TCS3 2,500,000.00 2,500,000.00 0.00 2,500,000.00 70,651.39 0.00 Transaction Type Sub-Total 6,250,000.00 6,250,000.00 0.00 6,250,000.00 188,712.84 0.00

PAYDOWNS
03/01/24 03/25/24 FHMS K058 Al 3137BSP64
DTD 11/09/2016 2.340% 07/01/2026
30,192.02 30,192.02 0.00 30,192.02 1,547.34 0.00
03/01/24 03/25/24 FHMSK733 A2 3137FJXO7
DTD 11/09/2018 3.750% 08/01/2025
31,606.02 31,606.02 0.00 31,606.02 1,039.54 0.00
PFM Asset Management LLC Account 4025-002 Page 29
21 Item 1b March 2024 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending March 31, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method

PAYDOWNS
03/01/24 03/25/24 FHMS K039 A2 3137BDCW4 16,942.64 16,942.64 0.00 16,942.64 273.33 0.00 DTD 09/01/2014 3.303% 07/01/2024
03/01/24 03/25/24 FNA 2015-M11 A2 3136APSZ6 1,123.18 1,123.18 0.00 1,123.18 43.92 0.00 DTD 07/30/2015 2.849% 04/01/2025
03/01/24 03/25/24 FHMS K065 Al 3137F1G36 24,407.94 24,407.94 0.00 24.407.94 1,053.55 0.00 DTD 07/24/2017 2.864% 10/01/2026
03/15/24 03/15/24 CARMX 2022-2 A3 14317HAC5 35,747.94 35,747.94 0.00 35,747.94 928.61 0.00 DTD 04/28/2022 3.490% 02/16/2027
03/22/24 03/22/24 PFAST 2023-2A A2A 732916AB7 13,096.28 13,096.28 0.00 13,096.28 0.40 0.00 DTD 11/10/2023 5.880% 11/23/2026
Transaction Type Sub-Total 153,116.02 153,116.02 0.00 153,116.02 4,886.69 0.00 SELL
03/05/24 03/08/24 US TREASURY NOTES 912820=09 270,000.00 268.565.63 4,186.30 272.751.93 1,603.13 198.03 FIFO DTD 10/31/2022 4.375% 10/31/2024
03/11/24 03/12/24 US TREASURY NOTES 91282CFO9 125,000.00 124331.05 1,998.20 126,329.25 737.30 74.03 FIFO DTD 10/31/2022 4.375% 10/31/2024
03/13/24 03/13/24 US TREASURY NOTES 91282CFQ9 325,000.00 323,209.96 5,234.38 328,444.34 1,866.21 133.43 RFO DTD 10/31/2022 4.375% 10/31/2024
03/13/24 03/18/24 US TREASURY NOTES 91282CFQ9 700,000.00 696,253.91 11,694.71 707,948.62 4,128.91 307.48 RFO DTD 10/31/2022 4.375% 10/31/2024
03/18/24 03/19/24 US TREASURY NOTES 91282CFX4 1,100,000.00 1,094,113.28 14,877.05 1,108,990.33 5,242.19 306.76 FIFO DTD 11/30/2022 4.500% 11/30/2024
03/20/24 03/21/24 US TREASURY NOTES 91282CFX4 925,000.00 920,085.94 12,737.70 932,823.64 4,444.34 253.40 RFO DTD 11/30/2022 4.500% 11/30/2024
Transaction Type Sub-Total 3,445,000.00 3,426,559.77 50,728.34 3,477,288.11 18,022.08 1,273.13 Managed Account Sub-Total 2,489,053.03 200,339.17 2,689,392.20 211,621.61 1,273.13 Total Security Transactions $2,489,053.03 $200,339.17 $2,689,392.20 $211,621.61 $1,273.13 Bolded items are forward settling trades.

PFM Asset Management LLC Account 4025-002 Page 30

Page 1 of 1 ends

Staff Report – Item 1c
Item 1c: Receive FY24 Q2 Decarbonization Strategy and Programs Quarterly Report From: Monica Padilla, CEO
Prepared by: Justin Zagunis, Director of Decarbonization Programs and Policy Douglas Bernard, Decarbonization Management Analyst
Date: 5/8/2024

RECOMMENDATION
Staff recommends the Board accept the Q2 2024 update of the Decarbonization Strategy and Programs quarterly report.

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

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

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

FISCAL IMPACT
Accepting the Q2 2024 Update of the Decarbonization Strategy and Programs quarterly report has no fiscal impact.

ATTACHMENTS

1. Decarbonization Strategy & Programs Quarterly Report – Q2 2024 Update Item 1c
SILICON VALLEY \3/ CLEAN ENERGY
174contractors
complete
FutureFit
training

DECARBONIZATION PROGRAMS
FY24 Q2 Milestones
Quarterly Report
100
customers use Go
Electric Concierge
service
826
completed
electrification
projects for
FutureFit Homes
Item 1c
Attachment 1

SILICON VALLEY

CLEAN ENERGY
Name Budget Potential Impact Cumulative Impact
To-Date Last Quarter (Update) Next Quarter (Target)
Electrification Rate
Discount $9.5M 5,000 customers enrolled 1,600 enrolled
Sent custom savings emails
to customers, and revising
tracking system setup
Explore adding as an easy
step in other programs we
offer. Enroll 2K customers
CHIIP, including
Affordable Housing
EVI Incentives
$8.9M
25 MUDs with EVI
4,000 L1/L2 chargers at
affordable housing
21 reservations
(180 ports)
6 completed
(27 L2 and 32 L1)
Processed 3 new MUD claims
for 21 additional EV ports.

Expand enrollment, focus
on more affordable housing
developers
FutureFit Homes -
Residential
Incentives
$7.05M 2,800 homes fully/partially
electrified
826 homes
fully/partially
electrified
Continued to see strong
uptake with ~$1M in claims
Integrate program into
Salesforce and develop
project/equipment list as a
reference on the website
CALeVIP 1.0 $6M 85 DCFC installed
1,100 L2 installed
10 DCFC installed
227 L2 installed
Monitored installation
progress. Tracked dropouts
and investigated reason.

Continue making payments
to DCFC and L2 projects as
they are completed.

Community Energy
Resilience $5.15M 13 agencies completeprojects
3 agencies
completed projects
Sunnyvale and Cupertino
used grants to install mobile,
off-grid, EV chargers
throughout the jurisdictions
Monitor and reimburse
agencies as projects move
to completion
Decarbonization
Demonstration
Grants
$3.2M 8 local public facing
electric projects 1 project complete
Staff developed grant
resources in preparation of
grant closeout (Dec 2024)
Support grantee
community engagement
efforts
Permit
Modernization $3.2M
13 member agencies
improve electrification
permitting
Data gathered for all
13 agencies. Program
just began rolling out
Launched and began
outreach to member
agencies
Prepare draft action plan
for each agency’s input.

Work with staff to fine tune
actions and connect actions
to SVCE resources.

C&I
Decarbonization
Program
$2.5M
7,500 metric tons of CO2e
removed through carbon
saving measures
9 customer leads, 1
pilot participant
(evaluating 13
projects)
Completed solicitation for
fully funded program.

Contract expected at May 8
Board meeting
Program to launch in early
June, recruit 3-6 new C&I
participants
Customer Resource
Center (eHub) $2.1M 1.5M email opens350K unique web visits 517K email opens,
333K web visits,
312 induction
cooktop rebates
Sent emails about induction
cooktops, and posted social
media posts
700K email opens,
345K web visits,
Launch Yard Care
promotion
Existing Building
Policy Experiment $1.9M
Spur action on building
electrification and reduce
building gas combustion
Needs assessment
for all 13 agencies
Completed conversations
with all 13 agency directors
and staff to understand
priorities
Prepare draft action plan
for each agency for staff
input; fine tune actions and
utilize SVCE resources

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

Quarterly Report
View our active rebates here. 1
FY24 Q2
Item 1c
Attachment 1
Name Budget Potential Impact Cumulative Impact
To-Date Last Quarter (Update) Next Quarter (Target)
FutureFit
Fundamentals
Contractor
Training
$1.7M
300 contractors
trained
500 graduate
incentives
174 contractors
completed training
Continued online video
trainings, 36 completions since
last quarter
Increase program marketing
Go Electric
Advisor $892K
3,600 customers use
hotline, 1,200 use tech
assistance, 350 use
electrification plans
100 customers use
service
(8 electrification
plans done)
User testing, website updates,
and soft launched service
Marketing kicking off and
aiming for 200 new contacts
Priority Zone DC
Fast Charger
(PZDCFC) 2.0
$875K 10 DCFC installations
near MUD hotspots
8 of 10 ports are
live now (3 of 4
sites)
Received 2 of 3 remaining
claims from sites (currently
under review). Tracking
progress of final project site.

Finalize all sites; begin nearby
resident outreach.

FutureFit SMB
Incentives $750K 20-30 SMBs electrified
3 SMBs
fully/partially
electrified
Released non-profit rebates;
onboarded fellow to lead SMB
outreach; released induction
rebates
Begin visiting businesses in our
communities, increase program
awareness, create non-profit
testimonial video
FutureFit Assist $725K
60 assessments
36 projects done
250 ports
54 applications
Launched new marketing and
outreach campaigns to increase
participation; enrolled 4 new
properties
Expand enrollment
GridShift EV
Charging $850K
Bill/emissions savings
and load shifting
capacity
1,354 EVs
enrolled
37 charger
rebates
Explored REDWDS dynamic
rates pilot with ev.energy.

Launched referral program.

Finalize REDWDS scope.

Expand enrollment
Reach Codes

2.0 $600K
Require all new
buildings to be
emissions-free
13 agencies adopt
electrification
ordinances
Monitor and support agencies
as the Berkeley legal case
evolved (BAAQMD)
Present alternative reach codes
to member agencies and
provide legal/technical support
SV Building
Electrification
Stronger
Together
$600K
Educate stakeholders
about building
electrification
30 new
stakeholders
engaged to date
Conducted focus group for
direct install programs,
reaching a new audience of
renters and renter advocates
Launch engagement incentive
program to invite new feedback
from members of workforce,
housing, and LMI groups on
SVCE programs
Programs
Marketing Fund $500K 2,500 new programenrollments
Setup systems to
track expenses and
enrollments
Setup tracking systems,
completed first enrollment
forecast
Complete digital tracking setup,
analyze first few months of
expense/enrollment data
Decarbonization
Engagement
Grants
$442K
5 communities engage
residents on climate
action topics
In progress
Mountain View finalizing
Community Needs Assessment.

The report “Existing Building
Electrification: Resources and
Messaging” will be done July
Monitor and reimburse agencies
as projects move to completion

PROGRAMS PORTFOLIO
Active Programs
View our active rebates here. 2
FY24 Q2
Item 1c
Attachment 1
©

SILICONVALLEY

CLEAN ENERGY
1 Name Budget Potential Impact Cumulative
Impact To-Date Last Quarter (Update) Next Quarter (Target) Natural Gas
Phaseout
Feasibility
$300K
Complete 2 whitepapers
to inform local, regional,
and statewide policies
External
stakeholder
meetings on 2
whitepaper topics
BOD approval of contract, kick-off technical solutions analysis, first round of CCA engagement
Complete additional analysis
tasks, host second round of
CCA engagement
Fleet
Electrification $300K
Complete fleet
electrification and
charger installation
planning for 10 fleets
8 fleets in
progress
The following agencies are now
participants: Cupertino, Gilroy,
Los Altos, Los Gatos, Morgan
Hill, Morgan Hill Unified School
District, Mountain View
Whisman School District,
Purissima Hills Water District
2-3 agencies anticipate
completing the planning
process
EM&V $250K
Evaluate 80% of SVCE
programs within 1 year
of launch
2 reports
completed, 2 in
progress
Completed Data Hive EM&V
final report and customer
awareness survey final report.

Close 1 report, stay on track to
complete 2 more by Q4
SV
Transportation
Electrification
Clearinghouse
$150K Create cohort to enable
equitable electrification. In progress Semi-launched program, metwith 7 stakeholders Continue to meet with key
stakeholders biannually to
maintain relationships. Original
program goals have matured
into formal initiatives.

Lights On
Silicon Valley
Power
Supply
Budget
750 SFH and 5 MF
projects
657 enrolled SFH
at outset of
delivery period
Capacity from behind-the-meter solar and storage
projects was delivered to SVCE.

Continued delivery and
adjustments to dispatch as
needed.

PROGRAMS PORTFOLIO
Active Programs
View our active rebates here. 3
FY24 Q2
Item 1c
Attachment 1

SILICON VALLEY

CLEAN ENERGY
Name Budget Potential Impact Last Quarter (Update) Next Quarter (Target) Single-family
Installation $14M
600 single-family homes
electrified; 700 emergency water
heater replacements
Contract with Franklin Energy
approved at March 2024 BOD
Meeting
Continue program design with PCE
and launch program by FY24 Q4 (Jul-Sep)
Multifamily Direct
Install (TE and BE) $12.5M 300 to 1,000 MF AH unitselectrified Hosted 2 stakeholder meetings with
20 attendees to gather feedback on
initial program design
Continue program design and launch
program by FY24 Q3 (Apr-Jun)
Resiliency,
Engagement, and
Decarbonization
(RED) Grants
$10M
Fund resiliency, engagement, and
decarbonization projects for
Member Agencies, schools,
community groups, and non-profits
Staff created initial design for the
new grant program
Conduct community engagement on
program design for the grants
Tariffed On Bill
(TOB) Financing $5.2M 200 customers financeelectrification Continued supporting CPUC TOB
Working Group
Submit joint proposal to CPUC &
contract for pilot
Innovation Onramp $2.4M
1-2 pilot projects per year that
advance electrification programs
and strategies
Selected vendor for customer
incentive and contractor selection
pilot program
Execute contract with vendor. Scope
next cycle and release call for
proposals.

Neighborhood
Electrification $1.5M
Test model to electrify buildings
within a community. Electrify 15
homes and set plans for 24 homes.

Began program design, identified
geography and three approaches for
pilot scope
Complete pilot design and identify key
partners to execute project
EV Education &
Incentives $1.5M 600 EV purchase incentives forincome qualified customers Identified implementer and initiated
stakeholder engagement
Develop dealer network and integrate
stakeholder feedback into program
design to prepare for Fall launch
Workforce
Development
Partnerships
$1.3M
Increase capacity to coordinate
and train skilled workforce for
residential electrification jobs
Secured funding for program in
March
Identify initiatives that recruit and
train residential electrification
contractors and develop partnership
structure
Demand Flexibility
and Virtual Power
Plants
$500K
Connectivity to flexible, customer-sided loads to enable bill savings, avoided generation and capacity
costs, reliability and carbon
benefits
Collaborated with PG&E on
development of RTP pilots,
regulatory and legislative
engagement, grant evaluations
Confirm SVCE participation in PG&E
pilots and high level program design,
pursue grant application submission
w/joint CCAs, SVCE demand flexibility
road map
E-Bikes $500K 450 e-bikes Secured funding for program in March
Begin program design for launch in
2024
Portable Heat
Pumps $500K 100 portable heat pumps Secured funding for program inMarch Begin program design for launch in
2024

PROGRAMS PORTFOLIO
Planning
View our active rebates here. 4
FY24 Q2
Item 1c
Attachment 1

SILICON VALLEY

CLEAN ENERGY
$0.00
$500.00
$1,000.00
$1,500.00
$2,000.00
$2,500.00
10/2
12/2
2/23
4/23
6/23
8/23
10/23
12/23
2/24
Rebates claimed:

Total $ Funds Reserved (in 000s)
0 10 20 30 40
Commercial business
Government
Multifamily
School/Nonprofit
Incentive program for L1 and L2 EV charging
infrastructure at multifamily properties
0 100 200 300 400 500
HPWH

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

Funds Claimed:

Goal:

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

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

Charging Installation
Incentive Program (CHIIP)
Number of Claims
PROGRAMS HIGHLIGHTS FY24 Q2
5 $1.4M
$2.1M
$763K
35 Sites, 150 ports
Rebates reserved:
= 5 Installed EVSE Ports
Total $ Funds Claimed (in 000s)
Cumulative Applications
Completed Assessments
$212K
Item 1c
Attachment 1

SILICON VALLEY

CLEAN ENERGY
TO&>0W
EWEWEW
CALeVIP

0.000

1.000

2.000

3.000

4.000

5.000

6.000
Level 2 DCFC
0 50
100
150
200
250
300
1 /21
1/23/25/2
7/29/2
1 /2
1/23
3/23
5/23
7/23
9/23
1 /23
1/24
3/24
5/24
Reserved
Provide incentives for electric vehicle (EV) chargers
as part of a regional program.
= 25 Level 2 Installations
300 Participants Complete
the Course (Phase 2)
Goal:

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

Funding: $11.58M
= 10 Participants Complete Course
Funds Issued = 5 DCFC Installations
174
Remaining Funds
Registrations
294
$4.2M
$700K $1.1M
$1.1M
$3.4M
6 PROGRAMS HIGHLIGHTS FY24 Q2
Item 1c
Attachment 1
**********
**********
**********
**********
S
•fir
0 200
400
600
800
1000
1200
1400
1/23/25/2
7/29/2
1 /2
1/23
3/23
5/23
7/23
9/23
4/24
0 50,000
100,000
150,000
200,000
250,000
300,000
350,000
9/23
10/23
1 /23
12/23
1/24
2/24
3/24
GridShift EV Charging
Managed EV charging app that optimizes charging
to reduce associated costs and emissions.

Charger Rebates Issued: 37
Number of Enrolled EVs
1,354
Rebate Goal: $30K
Goal: 120 EV Chargers
eHub Report
Online customer resource center to enable
engagement, education and action related to clean
electricity, EVs and home electrification.
= 1 email campaign completed
333,291
29,182
Unique Visits Return Visits
FY 22-23
7 PROGRAMS HIGHLIGHTS FY24 Q2
Website Visit Goal:

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

Item 1c
Attachment 1

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

AAAAAAAA

A A A A A

AAAAAAAA

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

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

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

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

Electrification Rate Discount: Custom rate to promote building electrification.

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

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

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

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

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

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

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

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

Reach Codes 2.0: Provide model building energy codes supportive of all-electric design and EV infrastructure to member agencies along with consultant support. 8 GLOSSARY FY24 Q2
Item 1c
Attachment 1
©

SILICONVALLEY

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

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

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

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

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

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

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

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

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

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

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

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

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

Grid Integration
9 FY24 Q2
Item 1c
Attachment 1
©

SILICONVALLEY

CLEAN ENERGY

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Staff Report – Item 1d
Item 1d: Authorize the Chief Executive Officer to Execute an Agreement with Rock Rabbit, Inc. to Pilot a Customer Incentive and Contractor Management Tool with a Not to Exceed Limit of $190,000 for an 18-month Term
From: Monica Padilla, CEO
Prepared by: Justin Zagunis, Director of Decarbonization Programs and Policy Nupur Hiremath, Manager of Decarbonization Programs and Policy Date: 5/8/2024

RECOMMENDATION
Staff recommends the Board authorize the Chief Executive Officer (CEO) to execute the attached agreement with Rock Rabbit, Inc. (“Rock Rabbit”) with non-substantive changes approved by the CEO and subject to final review and approval by General Counsel. The agreement is to run an 18-month pilot of Rock Rabbit’s customer incentive and contractor management tool for a not-to-exceed amount of $190,000.

BACKGROUND
In December 2018, the Board approved the Decarbonization Strategy and Programs Roadmap, which identified accelerating innovation as one of ten core strategies to SVCE’s decarbonization mission. SVCE launched the Innovation Onramp program in 2019, which provided grants to startups, private companies, non-profits organizations, schools, and municipal agencies to run pilot projects that demonstrated innovative approaches or technologies to reduce carbon emissions.

SVCE conducted four rounds of Innovation Onramp solicitations between 2019-2021, selecting 12 pilots totaling $1.1 million. Topics covered included: improved authorized customer energy data access, electric vehicle (EV) charger installations, and home energy modeling for informing decarbonization efforts, among others. The highlights from these pilots were published in August 2021 in SVCE’s Innovation Impact Report (https://svcleanenergy.org/innovation-pilots/). Several of these pilots were precursors of programs that SVCE runs today, including the GridShift program for optimized EV charging and Data Hive for secure sharing of utility data. Other pilots informed scaled-up regional efforts led by the state or other actors.

Staff’s focus in recent years has been on completing those selected pilots and deploying the larger scale customer programs identified in various SVCE roadmaps and joint action plans. As these continue to launch and SVCE reaches more customers and enables wider decarbonization, Innovation Onramp will pivot to help demonstrate technologies or creative approaches to barriers uncovered through the administration of other programs and policies. Initial topic areas that are of interest due to learnings so far include:
• a “one-stop” customer incentive application tool or process that can simplify application to multiple local/regional/state/federal programs;
• additional load optimization solutions to avoid electrical service panel upgrades; • dynamic rate signals for key loads including EV charging and “vehicle-to-grid"; • solutions for better tracking and billing EV charging for multifamily residents.

This staff report presents a contract agreement for a pilot addressing the first of the topic areas listed above.

Item 1d
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1d Agenda Date: 5/8/2024

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ANALYSIS & DISCUSSION
SVCE has been exploring the possibility of using software solutions to assist customers in applying to incentives, and thereby, accelerating the speed of their decarbonization journey. Currently, SVCE’s FutureFit Homes program provides single-family and small multi-family residential customers with incentives to upgrade their appliances to heat pumps or induction cooktops and prewire their homes for future electrification. As of April 2024, the program has successfully distributed $2.3 million in incentives and led to the installation of 433 heat pump water heaters and 504 heat pump space heating/cooling systems. This is on top of the previous heat pump water heater only incentives, where we distributed $1.05 million and installed 361 water heaters in a previous version of this program. The FutureFit Homes program is led by SVCE staff and implemented by a third-party program administrator. The third-party administrator receives, reviews, and approves/declines customer rebate applications; provides customer service related to incomplete applications or questions about the rebate process; and, finally, reviews and approves/declines claims submitted by the customer. Customer feedback regarding the program’s process and customer service has been largely positive, and, where needed, SVCE staff has worked with the administrator to improve the process based on customer feedback.

Although effective, administering FutureFit Homes incentives is high-touch and requires time from staff and the third-party administrator. Further, with the incentives available from the California State TECH program, the Bay Area Regional Energy Network (BayREN), Self-Generation Incentive Program (SGIP), as well as the Inflation Reduction Act (IRA), most customers are looking to stack and braid SVCE’s incentives with others they can claim to minimize the up-front cost of the upgrade. SVCE currently offers information on available incentives on its website and also through its newly launched Go Electric Advisor “concierge” service via phone or web chat. The Go Electric Advisor is focused on answering questions about how to electrify generally, how to obtain a customized residential electrification plan, and how to resolve technical barriers to electrification in a customer’s specific situation. The Go Electric Advisor can advise the customer generally about which rebates they may be eligible for; however, the work to complete and submit incentive applications to different programs ultimately must be done by the customer.

SVCE staff has been interested in a customer incentive tool that can enable customers to more easily apply for all available incentives, particularly in the context of enabling widespread participation in programs across SVCE’s territory driven by local policies requiring equipment upgrades. The primary goal of such a tool would be to:
• Allow customers to easily apply to multiple decarbonization incentives; and • Reduce SVCE’s time investment per customer, for those who do not require deeper support While the tool may not be leveraged by all customers, SVCE’s goal is to understand whether more tech-savvy customers that do not require one-on-one customer service through the Go Electric Advisor or the program administration team may be able to more quickly claim their incentives. This will enable SVCE’s more personalized customer services, such as the Go Electric Advisor, to be reserved and leveraged by those customers who truly need a deeper level of assistance. Further, having the tool provide support for claiming all of the other available rebates will help SVCE understand how much of a pain point that has been for customers and whether this support is valuable in increasing uptake.

Consultant Selection
SVCE’s online customer resource center, eHub, is being redesigned to improve accessibility and resources to support customer electrification journeys. As such, the scope for a customer incentive tool was included in the relaunched eHub (hereafter “eHub 2.0”) solicitation process.

SVCE staff solicited consultants for eHub 2.0 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. Rock Rabbit, Inc. (“Rock Rabbit”) was one of the finalists.

Item 1d
Agenda Item: 1d Agenda Date: 5/8/2024

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The review team for eHub 2.0 selected a handful of vendors to design and update the main elements of eHub

2.0. The Rock Rabbit proposal was ranked high for its innovative concepts that would be novel for SVCE to offer to its customers. However, it offered a one pathway for customer education focused on accessing electrification rebates, while offerings from other vendors simultaneously addressed multiple elements desired for eHub 2.0. The SVCE review team determined that an initial pilot period would be the optimal way to demonstrate and evaluate the Rock Rabbit functionality to assess the impact on and value to customers.

About Rock Rabbit, Inc.

Rock Rabbit’s tool offers an AI-powered software-as-a-service solution platform to contractors and incentive providers. Through a TurboTax-like offering, it enables customers to claim incentives for home upgrade projects from multiple programs simultaneously. This intends to help to streamline program administration costs for SVCE, streamline customer experience across the multitude of available incentives, enable faster incentive uptake for customers, and therefore, affordably accelerate programs and scale up adoption. As a bonus feature, the tool also connects customers to local contractors and enables them to receive quotes to choose from. It can also help educate customers and connect them to existing SVCE programs and resources, as shown below.

To date, Rock Rabbit has processed thousands of dollars in rebates through their platform, including in SVCE’s service territory (and including SVCE’s rebates, by submitting applications on customer’s behalf through SVCE’s application portal), and has enabled small mom-and-pop contractors to participate in otherwise administratively-heavy programs. Rock Rabbit already has connections to many local contractors and indicates it has continued to build its network over time.

Rock Rabbit will work with SVCE to implement the following services under the proposed contract agreement:
• Deploy an SVCE-branded web app for residential customer access and usage, and a co-branded mobile and web app for contractors;
Item 1d
Dec 2023-Mar 2024 *
May 2024 May-Sep 2024 Oct 2024-Sep 2025 Oct 2025
eHub 2.0 BOD approval of Program design
solicitation contract and customer
journey mapping
Rock Rabbit Evaluation of
toollaunches results
Pilot runs for 12
months
Capital
SVCE Incentives& Programs
Non-SVCE Incentives& Programs
SVCEFinancing
(if applicable)
Third-Party Financing
+More
Contractors
Trade Ally Management
(easy onboarding& directory)
WorkforceDevelopment
Resources*
Lead Generation
Permitting Support
+More
‘Integrateor link toexisting content and resources
Utility Bill Analysis
+More
ElectrificationPlanning
(includespanelright-sizing)
Figure 5: Overview of Rock Rabbit's Solution
Agenda Item: 1d Agenda Date: 5/8/2024

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• Enable residential customers to apply for incentives for these appliances across multiple programs (including SVCE’s FutureFit Homes) – heat pump water heater, heat pump HVAC, and induction stoves;
• Marketing and technical support services to improve customer usage of the app; • Training services for SVCE authorized users to enable staff oversight; • Evaluation and assessment services to summarize pilot results and synthesize lessons learned The contract term will be for 18 months. This will include 5-month design process, a 12-month testing phase, and a 1-month evaluation and assessment phase. This Rock Rabbit pilot represents yet another tactic for SVCE to support customers as they upgrade to electric equipment, along with the Go Electric Advisor, FutureFit Homes incentives, and upcoming direct installation programs. Staff will monitor the costs, impacts, and feedback around this portfolio to continue to shape the scaling of SVCE, regional, and statewide efforts.

STRATEGIC PLAN
The Innovation Onramp program supports SVCE’s Strategic Plan Goal 14, Measure 2 to “lead programs on decarbonization focus areas” including innovation.

ALTERNATIVE
The proposed pilot provides an alternative, expedited pathway for customers who do not need the high-touch approach currently offered or contemplated by other SVCE programs. Further, it tests the opportunity for SVCE to scale and deploy its incentives at a faster rate, thereby accelerating decarbonization.

In the absence of the proposed pilot, staff could continue to evaluate and identify opportunities to streamline the application and claims process for incentives to reduce time spent per customer. Further, staff could also defer the proposed pilot until SVCE gains experience with the deployment of its direct installation Single-Family Installation (SFI) program (launch expected in summer 2024). If that program shows strong uptake, it could be the preferred method of connecting customers to contractors and incentives. However, the SFI program is also anticipated to be a high-touch program and requires that customers use an SVCE-selected contractor instead of a contractor they already have, which may be more appropriate for customers requiring additional assistance or who are less interested in direct control of their project.

FISCAL IMPACT
Program funding of $2.4 million for the Innovation Onramp program is already reflected in the total Board-approved programs allocation, and $1.26 million has been expended on past pilots. Rock Rabbit’s proposed contract scope has a not-to-exceed amount of $190,000, which can be covered out of the remaining $1.14 million in the program allocation. Approval of this contract with Rock Rabbit, therefore, will have no incremental fiscal impact.

ATTACHMENTS

1. Draft Agreement between SVCE and Rock Rabbit, Inc. for an Innovation Onramp Pilot Item 1d
1/2024 Version 1.0

MASTER AGREEMENT

SOFTWARE AS A SERVICE
This agreement (“Agreement“) is made and effective on the date of last signature below (“Effective Date”), by and between Silicon Valley Clean Energy, an independent public agency located at 333 W. El Camino Real, #330, Sunnyvale, CA 94087 (“SVCE”) and Rock Rabbit Inc., a Delaware Corporation located at 2021 Fillmore St PMP 2040, San Francisco, CA 94115 (“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 launched an innovation pilot partnership program called Innovation Onramp in order to facilitate and support innovative research and the evaluation, testing, and implementation of innovative, emerging technologies and ideas, with the goal of accelerating decarbonization; WHEREAS, SVCE requested a pilot project proposal to the Innovation Onramp program 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 eighteen (18) months.

Following the Initial Term and unless otherwise terminated as provided for in this Agreement, this Agreement may be renewed for up to two (2), 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 one hundred and ninety thousand dollars ($190,000).

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 Item 1d
Attachment 1
Draft Agreement with Rock Rabbit Inc.
1/2024 Version 1.0
software including residential electrification rebate management, enterprise integration(s), external data and service integrations (e.g. equipment databases), customer marketing, local installer onboarding, technical customer support and troubleshooting, and usage data monitoring and reporting (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 User”) to access and use the business-focused Services, including, for instance, access to reporting on platform usage, 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 any SVCE customer to access and use the customer-focused Services for their own personal use, including, for instance, access to the app to find and claim incentives for residential electrification projects. 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 Service Provider.

3.4 Changes in Number of Authorized Users. SVCE is entitled to increase or decrease the initial number of Authorized Users (“Minimum Commitment”), on an as-requested basis; provided, however, that SVCE shall maintain the Minimum Commitment, shown in Exhibit A, unless the parties otherwise agree to adjust the Minimum Commitment. Depending on customer engagement with the the Service Provider’s tool, Service Provider shall reduce or increase the prospective monthly Services Fees reflected in Exhibit A and reiterated in Exhibit C.

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. Cloud based storage shall not be utilized without SVCE’s prior, written consent. Any and all permitted cloud storage shall be in compliance with ISO/IEC 27001 - 27017, as applicable, or successor standards thereto. Except as otherwise expressly set forth in Exhibit A, the Services (including all data storage), shall be provided solely from within the continental United States and on computing and data storage devices residing therein, and all such locations shall be disclosed to SVCE annually and within thirty (30) days of the effective date of this Agreement.

3.5.1 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 information on behalf of SVCE, the Service Provider will notify SVCE in writing within 10 business days. Service Provider’s use of subcontractors shall not relieve Service Provider of any of its duties or obligations under this Agreement.

3.6 Development and Test Environments. The Service Provider shall not usually notify SVCE of any new releases to the 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.

3.7 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 Item 1d
Attachment 1
Draft Agreement with Rock Rabbit Inc.
1/2024 Version 1.0
with respect to access and use of the Services. SVCE shall have the right to make any number of additional copies of the Documentation at no additional charge.

3.8 Changes in Functionality. During the term of this Agreement, Service Provider shall not reduce or eliminate functionality in the Services. 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.

3.9 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., SVCE customer) 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 on the Authorized User if reviewed and agreed upon by SVCE.

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

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

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

4. Service Levels.

4.1 Service Levels; Time is of the Essence. 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.

Time is of the essence in the performance of the Services.

4.2 Service Level Reporting. On a monthly basis, in arrears and no later than the fifteenth (15th) calendar day of the subsequent month following the reporting month, Service Provider shall provide reports to SVCE describing the performance of the Services and of Service Provider as compared to the Service Level Standards; provided, however, that a SVCE Satisfaction Service Level Survey shall be conducted by Service Provider each year on the anniversary of the Effective Date and the results shall be reported to SVCE by Service Provider no later than the fifteenth (15th) calendar day of the subsequent month following such anniversary date. The reports 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 as often as shall be reasonably requested Item 1d
Attachment 1
Draft Agreement with Rock Rabbit Inc.
1/2024 Version 1.0
by SVCE, but no less than monthly, 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. The frequency of reporting requirements may be reduced, as mutually agreed upon by SVCE and the Service Provider.

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.

4.3.1 Termination for Material and Repeated Failures. SVCE shall have, in addition to any other rights and remedies under this Agreement or at law, the right to immediately terminate this Agreement, and be entitled to a return of any prepaid fees where Service Provider fails to meet any Service Level Standard: (a) to such an extent that the SVCE’s ability, 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.

4.4 Audit of Service Levels. No more than quarterly, 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. 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.

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) web-based Services work with the then-current version and the versions released in the prior five (5) years of Edge, Safari, Mozilla Firefox, and Google Chrome Internet browsers; and, (e) mobile app Services work with the then-current version and the three prior versions of Apple iOS and Google Android mobile operating systems. The Services Fees shall be inclusive of the fees for maintenance except where explicitly stated in Exhibit A.

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 shall provide a detailed description of all maintenance performed no greater than one (1) calendar day following the implementation of the emergency maintenance.

Item 1d
Attachment 1
Draft Agreement with Rock Rabbit Inc.
1/2024 Version 1.0

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 inclusive of 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 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, SVCE may terminate this Agreement for convenience upon not less than two (2) months’ prior written notice to the Service Provider.

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

8.3 Payments upon Termination. Upon the termination of this Agreement, SVCE shall pay to Service Provider all undisputed 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.

8.4 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 Item 1d
Attachment 1
Draft Agreement with Rock Rabbit Inc.
1/2024 Version 1.0
payment of any fees due to Service Provider), with a final extract of the SVCE Data in the format specified by SVCE. Further, Service Provider shall certify to SVCE the destruction of any SVCE Data within the possession or control of Service Provider, in accordance with Section 13.5, but such destruction shall occur only after the SVCE Data has been returned to SVCE. This Section shall survive the termination of this Agreement.

8.5 Renewals. Should the Services continue beyond the Initial Term, the Services Fees for the Renewal Term may be increased no more than ten percent (10%) on an annualized per-user basis. If the proposed rate increase is between 5-10%, the Service Provider must provide SVCE with additional documentation and clear justification of why the rate increase is substantial.

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 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 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. After 12 months of the contract Item 1d
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Draft Agreement with Rock Rabbit Inc.
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start date, and then for the term of this Agreement, upon SVCE’s written request, Service Provider shall provide SVCE with a copy of its annual American Institute of Certified Public Accountants Service Organization Control (SOC) 1 type 2 report and SOC 2 type 2 report (for all Trust Services Principles).

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

10.7 No Suspension of Services. Service Provider shall not suspend any part of the Services where: (a) SVCE is reasonably disputing any amount due to Service Provider; or, (b) any unpaid but undisputed amount due to Service Provider is less than ninety (90) 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; Item 1d
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Draft Agreement with Rock Rabbit Inc.
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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 the Services and any other work performed by Service Provider hereunder shall not infringe upon any United States or foreign copyright, patent, trade secret, or other proprietary right, or misappropriate any trade secret, of any third-party, and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement;

11.2.9 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 for the term of this Agreement;

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

11.2.11 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;

11.2.12 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;

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

11.2.14 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 Any unauthorized modifications to or improper use of the Services by, or on behalf of, SVCE and its Authorized SVCE Users and Authorized Users shall render Service Provider’s warranties and obligations, as to the Service(s) improperly modified or modified without authorization, under this Agreement null and void. Although SVCE cannot warrant or represent that such unauthorized or improper modification will not occur by Authorized Users, it will include a prohibition on such unauthorized or improper modifications in its participant agreements with Authorized Users and Service Provider may include the same prohibition in its terms of use with Authorized Users.

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 and/or SVCE employees’ data collected, accessed, used, processed, stored, or generated as the result of the SVCE’s use of the Services; and, (b) personally identifiable information (“PII“) collected, used, processed, stored, or generated as the result of the use of the Services, including, without limitation, any information that identifies an Item 1d
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Draft Agreement with Rock Rabbit Inc.
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individual, such as an individual’s social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother’s maiden name, email address, credit card information, or an individual’s name in combination with any other of the elements listed herein. Except where subject to a third party’s intellectual property rights, all SVCE Data is and shall remain the sole and exclusive property of SVCE and all right, title, and interest in the same belongs to SVCE. This Section shall survive the termination of this Agreement.

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

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

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

12.5 Loss or Unauthorized Access to Data. In the event of any act, error or omission, negligence, misconduct, or breach that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of SVCE Data or the physical, technical, administrative, or organizational safeguards put in place by Service Provider that relate to the protection of the security, confidentiality, or integrity of SVCE Data, Service Provider shall, as applicable: (a) notify SVCE as soon as practicable but no later than twenty-four (24) hours of 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 Item 1d
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Draft Agreement with Rock Rabbit Inc.
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other actions required to comply with applicable law as a result of the occurrence; (f) without limiting Service Provider’s obligations of indemnification as further described in this Agreement, indemnify, defend, and hold harmless SVCE for any and all Claims (as defined herein), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from SVCE in connection with the occurrence; (g) be responsible for recreating lost SVCE Data in the manner and on the schedule set by SVCE without charge to SVCE; (h) provide to SVCE a detailed plan within ten (10) calendar days of the occurrence describing the measures Service Provider will undertake to prevent a future occurrence and (i) upon conclusion of the occurrence, or at SVCE’s request, provide to SVCE a comprehensive summary of the occurrence, including reason for occurrence, details of occurrence, how occurrence was addressed and any other information required by SVCE, which shall be executed by Service Provider and may be relied upon by SVCE 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 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: (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 Public Records Act . If a Item 1d
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Draft Agreement with Rock Rabbit Inc.
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request under the California Public Records Act is made to view Service Provider’s Confidential Information, SVCE shall notify Service Provider of the request and the date that such records will be released to the requester unless Service Provider obtains a court order enjoining that disclosure.

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

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

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

14. Data Privacy and Information Security.

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

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

14.2 Audit by Service Provider. At SVCE’s request and sole cost to bear, Service Provider shall conduct a comprehensive independent third-party audit of its data privacy and information security program and provide such audit findings to SVCE.

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 Item 1d
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Provider agrees to complete, within forty-five (45 days) of receipt, an audit questionnaire provided by SVCE regarding Service Provider’s data privacy and information security program.

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

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

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

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

14.8 SVCE’s Right to Termination for Deficiencies. SVCE reserves the right, at its sole election, to immediately terminate this Agreement 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, designs, processes, instructions, methods, and techniques that have been previously developed by Service Provider (collectively, the “Pre-existing Materials,” which shall include the Services) and that the same shall remain the sole and exclusive property of Service Provider.

15.3 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 Item 1d
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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 Service Provider 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 SVCE Users and 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 the full cost associated with any Transition Services.

16.3 Indemnification Procedures. Promptly after receipt by SVCE of a threat, notice, or filing of any Claim against an Indemnitee, SVCE shall give notice thereof to Service Provider, provided that failure to give or delay in giving such notice shall not relieve Service Provider of any liability it may have to the Indemnitee except to the extent that Service Provider demonstrates that the defense of the Claim is prejudiced thereby. Service Provider shall have sole control of the defense and of all negotiations for settlement of a Claim and SVCE shall not independently defend or respond to a Claim; provided, however, that: (a) SVCE may defend or respond to a Claim, at Service Provider’s Item 1d
Attachment 1
Draft Agreement with Rock Rabbit Inc.
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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 an adjustment of the limits of liability for commercial general, cyber, and excess liability, and/or professional liability insurance as Service Provider’s exposure to SVCE increases.

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

17. General.

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

Item 1d
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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 or other natural catastrophe, governmental legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party. However, the delayed party shall use its best efforts to minimize the delays caused by any such event beyond its reasonable control.

Where Service Provider fails to use its best efforts to minimize such delays, the delays shall be included in the determination of Service Level achievement. The delayed party must notify the other party promptly upon the occurrence of any such event, or performance by the delayed party will not be considered excused pursuant to this Section, and inform the other party of its plans to resume performance. A force majeure event does not excuse 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.

Item 1d
Attachment 1
Draft Agreement with Rock Rabbit Inc.
1/2024 Version 1.0

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

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

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

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

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

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

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

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

Item 1d
Attachment 1
Draft Agreement with Rock Rabbit Inc.
1/2024 Version 1.0

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

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

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

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

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

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

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

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

Item 1d
Attachment 1
Draft Agreement with Rock Rabbit Inc.
1/2024 Version 1.0

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.

Item 1d
Attachment 1
Draft Agreement with Rock Rabbit Inc.
1/2024 Version 1.0

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

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

SILICON VALLEY CLEAN ENERGY (SVCE)
By:

Name: Monica Padilla
Title: Chief Executive Officer
Date:

Address for Notice:

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

Name: Aimee Bailey
Title: Chief Executive Officer
Date:

Address for Notice:

Email: [email protected]
Mailing Address: 2021 Fillmore St PMB2040, San Francisco, CA 94115 Item 1d
Attachment 1
Draft Agreement with Rock Rabbit Inc.
1/2024 Version 1.0

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 ROCK RABBIT INC. (“Service Provider”) dated May 9, 2024 (“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.

OVERVIEW
Summary. Service Provider will partner with SVCE to deploy solution to enable SVCE customers and local installers to easily find, stack, and claim incentives from SVCE and non-SVCE sources for home electrification projects.

The two overarching pilot objectives are to demonstrate:
1) lowering participation barriers for claiming incentives; and 2) reducing administrative costs for SVCE for implementing incentive programs.

The client-facing software solution consists of:
• An SVCE-branded web app for SVCE residential customer access and usage; and, • A Rock Rabbit branded mobile app and web app for local installers, with SVCE co-branding included to SVCE’s requirements.

The initial pilot term will focus on three core end uses, where additional end uses may be added in subsequent phases:
• heat pump water heating;
• heat pump HVAC; and,
• induction stoves.

The pilot will include the following languages, where additional languages (e.g. Chinese, Vietnamese) may be added in subsequent phases:
• English, and
• Spanish.

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

Core functionality of the Service Provider’s tool includes:
a) Incentive Discovery: Ability for Authorized User to easily find current information on relevant incentives for home upgrade projects. Relevant incentives include both SVCE incentives and incentives from non-SVCE sources, such as federal, state, regional and local programs. b) Eligibility Navigation: Ability for Authorized User to view and navigate incentive eligibility requirements for projects, including incentive “stacking”, eligible equipment, and equity-related requirements.
c) Incentive Claims: Ability for Authorized User to submit incentive claims via a single application checklist of all information and documentation requirements.

Item 1d
Attachment 1
Draft Agreement with Rock Rabbit Inc.
1/2024 Version 1.0
d) Collaborator Invitation: Ability for Authorized User to invite collaborators to a project, such as a family member, installer, or other project stakeholder.
e) Request a Contractor: Ability for Authorized User to connect with a local installer in two ways. First, Authorized Users can view a directory of local installers that includes contact information, in order to conduct self-service outreach. Second, the Authorized Users can request a contractor via a button in the app after a project has been created.

TASK 1: SET-UP
Task 1.1: Residential Incentive Services development, configuration, integration, and deployment. Service Provider will deliver the following services by the end of the initial set-up period. a) Customization of Rock Rabbit’s white-labeled app for residential customers to SVCE branding and design; b) Incorporation of SVCE co-branding into the Rock Rabbit branded app for installer usage; c) Localization of Rock Rabbit’s platform to SVCE’s service territory (incentive / program coverage, language translation, contractor directory, etc.);
d) Complete Spanish language translation of app;
e) Finalize contractor screening and selection methodologies for “request a contractor” functionality; f) Finalize standard operating procedures and response time standards for customer support; g) Finalize review and incorporation of terms and conditions for Authorized Users to be included in the app; h) Integration with SVCE’s Salesforce program portfolio tool; i) Finalize plan for integration with SVCE’s existing programs, e.g., FutureFit Homes incentives, Go Electric Advisor, Single-Family Installation, and eHub 2.0
j) Demonstration of the core functionalities

1. Incentive Discovery

2. Eligibility Navigation

3. Incentive Claims

4. Collaborator Invitation

5. Request a Contractor
k) Finalize evaluation, measurement & verification plan (EM&V Plan) and Service Provider’s role and contributions;
l) Configure platform to track and report KPIs, in accordance with EM&V Plan; m) Market to local installers and onboard onto platform; n) Support SVCE to develop marketing materials for residential customers; and, o) Implement soft launch of platform from August through September 2024.

The scope of SVCE and non-SVCE incentives and programs that will be supported in Rock Rabbit’s platform are itemized in the table below. In the first year, Service Provider will support heat pump water heating, heat pump HVAC, and induction cooktop/range incentives and their associated add-ons (i.e., electric panel upgrades, pre-wiring, etc.) sponsored by SVCE and other providers in the SVCE territory. In the second year onward, coverage could expand to include support for EV charging, solar, and storage incentives from SVCE and other partners.

Item 1d
Attachment 1
Draft Agreement with Rock Rabbit Inc.
1/2024 Version 1.0
Program End Use Incentive support
Eligibility,
stacking and
braiding
Application
requirements +
document collection
End-to-end
submission
SVCE FutureFit
Homes

HPWH, HVAC,
Induction
Cooktop/Range,
Panel upgrade, Pre-wiring
Yes Yes Yes
SVCE Single-Family Installation
(Market Rate,
Emergency and
Low-Income Direct
Install)
HPWH Yes Yes Yes
California Energy
Smart Homes

HPWH, HVAC,
Induction
Cooktop/Range,
Clothes Dryer,
Panel upgrade
Yes Yes N/A (TBC) – to be
confirmed if program
allows third party
application support
TECH Market Rate
+ Equity
HWPH, HVAC Yes Yes Yes
Golden State
Rebates
HPWH Yes Yes Yes
BayREN Home+ Induction
Cooktop/Range,
Duct Replacement,
Air Sealing,
Insulation
Yes Yes N/A - program
doesn’t support
“designated
applicants”
25C Tax Credit HPWH, HVAC Yes N/A N/A
GoGreen Financing HPWH, HVAC,
Induction
Cooktop/Range,
Electrification
Yes N/A - varies by lender N/A - varies by
lender
IRA Funds HPWH, HVAC,
Induction
Cooktop/Range,
Electrification
Yes (TBC) Yes (TBC) TBD
Within ten business days of the Service Provider’s delivery, SVCE shall review the additional integration, customization or feature itemized in the description of the services 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 Item 1d
Attachment 1
Draft Agreement with Rock Rabbit Inc.
1/2024 Version 1.0
the Service Provider shall consider its work to be deemed accepted and will deploy the work into a production environment ready for use by the Authorized Users.

TASK 2: DELIVERY
Task 2.1: Residential Incentive Services delivery. According to the start and end dates defined below, the Service Provider shall provide Residential Incentive Services for Authorized Users. The Service Provider will manage ongoing new releases and updates to the Residential Incentive Service as it deems necessary to maintain functionality, performance and compatibility. Service Provider shall also provide an application designed with SVCE branding, which allows SVCE customers (Authorized Users) to easily find and stack incentives for home upgrade projects, claim incentives via a single application checklist of all information and documentation requirements, invite collaborators to a project, such as a family member, installer, or other project stakeholder, request a local installer, and view light educational content.

Task 2.2: Marketing Services. Service Provider shall provide core Marketing Services at no additional cost to SVCE to onboard local installers onto the platform. These Marketing Services will be designed and executed by the Service Provider and may include phone outreach, targeted email, and social media campaigns, communications via industry associations and forums, online advertising, customer referrals, and referrals from third parties including hardware manufacturers. 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.

Task 2.3: Technical Support Services. Service Provider will provide to Authorized SVCE Users and Authorized Users email support (“Technical Support”) with responses to any queries raised to [email protected] 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 Spanish 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 questions or faults rise from i) contractor vetting and selection, ii) appliance selection and performance, and iii) home upgrade project execution and performance. 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.

Task 2.4: Training Services. Service Provider shall provide Authorized SVCE Users with a one-time online training session of the application’s full functionality. 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 Authorized Users will cover the core functionality of the app. Any additional training required by SVCE shall be provided at the Service Provider’s standard rates then in force.

TASK 3: WRAP-UP
Task 3.1: Evaluation and Assessment Services. Service Provider shall deliver a final report summarizing pilot results, including usage statistics, feedback from user surveys (SVCE customers and local installers), and synthesized lessons learned. Service Provider will also coordinate as needed with SVCE and third parties on independent analysis included in the EM&V Plan, as discussed and agreed during the set-up period.

Item 1d
Attachment 1
Draft Agreement with Rock Rabbit Inc.
1/2024 Version 1.0

SCHEDULE, FEES, SERVICE LEVEL
Start Date and End Date. The pilot is divided into 3 phases, with the following Services delivered by phase.

1. TASK 1: SET-UP: 5-month set-up period (May – Sep 2024):
a. Residential Incentive Service development, configuration, integration with SVCE’s existing systems

2. TASK 2: DELIVERY: 6-month delivery period (Oct 2024 – Sep 2025):
a. Residential Incentive Service delivery
b. Marketing Services
c. Technical Support Services
d. Training Services

3. TASK 3: WRAP-UP: 1-month wrap-up period (Oct 2025):
a. Evaluation and Assessment Services
Any bespoke development, configuration and deployment services will be delivered according to the timelines laid out in Exhibit B, or as mutually agreed upon by SVCE and Service Provider in writing.

Services Fees. This Agreement will be governed by a usage-based pricing model, where usage is defined in terms of the number of “Submissions”. A Submission has occurred when one or more incentive claim application(s) is submitted using Rock Rabbit for a project, where a project is defined as a single end use (e.g., heat pump water heating installation, heat pump HVAC installation, induction stove purchase). Note that a Submission may be initiated by an installer if the incentive is a midstream program (e.g., TECH). For the avoidance of doubt, all incentive applications for a project will count as a single “Submission” for the purposes of defining Service Provider platform usage.

Furthermore, if multiple end uses are upgraded (e.g., both HVAC and water heating), each end use is treated as a separate project and relevant incentive applications for each end use are counted as distinct “Submissions”. The minimum commitment is up to 50 Submissions at a minimum price of $3,750 per month (“Minimum Commitment”).

Service Provider will charge SVCE fees in accordance with the number of Submissions as shown in the table below.

No. of Submissions per month Fees per month
0 to 50 $3,750
51 to 100 $6,500
101 to 200 $11,000
201 to 500 $22,500
> 500 + $10,500 for every 300 incremental Submissions
These prices will be reviewed by the Service Provider on an annual basis, where they may be revised by the Service Provider by a maximum of 10%. Invoices will be prepared on a monthly basis and the Service Provider shall only invoice SVCE based on the number of Submissions completed during the full preceding calendar month.

Technical Support Description. There are two primary categories of incidents which could occur. a) App issues, where the application provided by the Service Provider is not delivering core functionality. b) Incentive issues, where Authorized User(s) and/or their local installer(s) have detailed questions on incentive eligibility and/or claims.

For app issues, Service Provider shall work with Authorized Users who raise an issue with the 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 app. Service Provider will regularly issue updates to the app to ensure continued compatibility.

Item 1d
Attachment 1
Draft Agreement with Rock Rabbit Inc.
1/2024 Version 1.0
For incentive eligibility and claims issues, Service Provider shall support Authorized Users in resolving questions and issues related to incentive eligibility and/or claims. For issues that necessitate involvement with SVCE, Service Provider shall notify SVCE of the issue and work with SVCE and the affected User(s) through resolution. For issues that necessitate involvement with non-SVCE program administrators, Service Provider shall endeavor to work with the program administrators and affected User(s) to achieve a satisfactory outcome.

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, to be mutually agreed upon by SVCE and the Service Provider.
(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)
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 propotional to the % reduction in Percentage Uptime for the reporting quarter. 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.

Item 1d
Attachment 1
Draft Agreement with Rock Rabbit Inc.
1/2024 Version 1.0

1. b) 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. The Service Provider will respond to two categories of problems associated with delivery of the Services:
i) Problems that shall be investigated and resolved within 5 working days if the problem prevents >25% of Authorized Users from accessing the Services.
ii) Problems that shall be investigated and resolved within 15 working days if >25% of Authorized Users are able to access the Services, but are unable to access a specific non-core functionality delivered by the Service Provider.

1. 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.

1. 5) Example Calculation (Using Problem Severity Level 1 – 2). (a) Number of problems occurred in any one calendar month = 2. (b) Performance credit = 2 x 0.25 x $10,000 = $5,000

1. Item 1d
Attachment 1
Draft Agreement with Rock Rabbit Inc.
1/2024 Version 1.0
Exhibit B
Schedule of Performance
Consultant shall perform the Services so as to complete each task by the due date specified below. The time to complete each task may be increased or decreased by written agreement of the project managers for Consultant and Authority so long as all work is completed within the term of the Agreement.

Table B-1 Schedule of Performance
Task Deliverables Start Date –
End Date
TASK 1: SET-UP (5 months) May 8 – Sep 30,
2024
Task 1.1: Residential Incentive
Service development,
configuration, integration with
SVCE’s existing systems
a) Customization of Rock Rabbit’s white-labeled app for residential customers to SVCE branding and design;
b) Incorporation of SVCE co-branding into the Rock Rabbit branded app for installer usage;
c) Localization of Rock Rabbit’s platform to SVCE’s
service territory (incentive / program coverage, language translation, contractor directory, etc.);
d) Complete Spanish language translation of app;
e) Finalize contractor screening and selection
methodologies for “request a contractor” functionality; f) Finalize standard operating procedures and response time standards for customer support;
g) Finalize review and incorporation of terms and conditions for Authorized Users to be included in the app;
h) Integration with SVCE’s Salesforce program portfolio tool;
i) Finalize plan for integration with SVCE’s existing
programs, e.g., FutureFit Homes incentives, Go Electric Advisor, Single-Family Installation, and eHub 2.0
j) Demonstration of the following core functionalities:
a. Incentive Discovery
b. Eligibility Navigation
c. Incentive Claims
d. Collaborator Invitation
e. Request a Contractor
k) Finalize evaluation, measurement & verification plan (EM&V Plan) and Service Provider’s role and
contributions;
l) Configure platform to track and report KPIs, in
accordance with EM&V Plan;
m) Market to local installers and onboard onto platform; n) Support SVCE to develop marketing materials for
residential customers; and,
o) Implement soft launch of platform from August through September 2024.

TASK 2: DELIVERY (12
months)
Oct 1, 2024-Sep
30, 2025
Task 2.1: Residential Incentive
Service Delivery
a) Deliver residential incentive services
Task 2.2: Marketing Services a) Deliver marketing services Item 1d
Attachment 1
Draft Agreement with Rock Rabbit Inc.
1/2024 Version 1.0
Table B-1 Schedule of Performance
Task Deliverables Start Date –
End Date
Task 2.3: Technical Support
Services
a) Deliver ongoing technical support via email
Task 2.4: Training Services a) One-time online training session of the application’s full functionality
b) On-boarding instructions, web-based FAQs, and/or pre-recorded on-boarding tutorials available via web access for ongoing access
TASK 3: WRAP-UP (1 month) Oct 1-31, 2025
Task 3.1: Evaluation and
Assessment Services
a) Final report summarizing pilot results
Item 1d
Attachment 1
Draft Agreement with Rock Rabbit Inc.
1/2024 Version 1.0
Exhibit C
Compensation
In consideration of the services provided by Consultant described in Exhibit "A” Scope of Services and subject to the terms of the Agreement, Authority, shall pay Consultant based on the following fee schedule and terms:

The compensation to be paid to Consultant for all services described in Exhibit A “Scope of Work” shall not exceed a total of one hundred and ninety thousand dollars ($190,000.00) for the Term of the Agreement and as set forth in Table C-1 “Total Not-to-Exceed Compensation”. 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.

Table C-1 “Total Not-to-Exceed Compensation” illustrates not-to-exceed (NTE) amounts for each budget category and invoicing and payment terms.

Table C-1 Total Not-to-Exceed Compensation
Tasks Total NTE Invoicing and payment terms
Task 1: Set-up $30,000 Payment to be made upon achieving the following milestones:
$20,000 – upon delivering Task 1.1 items a-n (white-labelled app deployment)
a) Customization of Rock Rabbit’s white-labeled app for residential customers to SVCE branding and design;
b) Incorporation of SVCE co-branding into the Rock
Rabbit branded app for installer usage;
c) Localization of Rock Rabbit’s platform to SVCE’s
service territory (incentive / program coverage,
language translation, contractor directory, etc.);
d) Complete Spanish language translation of app;
e) Finalize contractor screening and selection
methodologies for “request a contractor” functionality; f) Finalize standard operating procedures and response
time standards for customer support;
g) Finalize review and incorporation of terms and
conditions for Authorized Users to be included in the
app;
h) Integration with SVCE’s Salesforce program portfolio tool;
i) Finalize plan for integration with SVCE’s existing
programs, e.g., FutureFit Homes incentives, Go Electric Advisor, Single-Family Installation, and eHub 2.0
j) Demonstration of the following core functionalities:
a. Incentive Discovery
b. Eligibility Navigation
c. Incentive Claims
d. Collaborator Invitation
e. Request a Contractor
k) Finalize evaluation, measurement & verification plan (EM&V Plan) and Service Provider’s role and
contributions;
l) Configure platform to track and report KPIs, in
accordance with EM&V Plan;
m) Market to local installers and onboard onto platform; n) Support SVCE to develop marketing materials for
residential customers;
Item 1d
Attachment 1
Draft Agreement with Rock Rabbit Inc.
1/2024 Version 1.0
Table C-1 Total Not-to-Exceed Compensation
Tasks Total NTE Invoicing and payment terms
$10,000 – upon delivering Task 1.1 item o (soft launch):
o) Implement soft launch of platform from August through September 2024
Task 2: Delivery $150,000 Delivery fees to be paid based on usage-based payments according to the following table.

No. of Submissions per month Fees per month
0 to 50 $3,750
51 to 100 $6,500
101 to 200 $11,000
201 to 500 $22,500
> 500 + $10,500 for every
300 incremental
Submissions
Fee schedule includes delivery of all Task 2 items:
• Residential incentive services
• Marketing services
• Ongoing technical support
• One-time training session
• On-demand onboarding
Task 3: Wrap-up $10,000 $10,000 upon delivering the final report from Task 3.1 Invoices
Monthly Invoicing: Monthly Invoicing: In order to request payment, Consultant shall submit monthly invoices to the Authority describing the services performed and the applicable charges (including a summary of the work performed during that period, personnel who performed the services, hours worked, task(s) for which work was performed).

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

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

Item 1d
Attachment 1
Draft Agreement with Rock Rabbit Inc.

Page 1 of 3 ends

Staff Report – Item 1e
Item 1e: Authorize the Chief Executive Officer to Execute a Long Form Resource Adequacy Agreement and any Ancillary Agreements for Resource Adequacy Capacity from High Desert Power Project, LLC
From: Monica Padilla, CEO
Prepared by: Kris Van Vactor, Director of Power Resources Britta Bradshaw, Power Resource Manager
Owen Milligan, Associate Power Analyst
Date: 5/8/2024

RECOMMENDATION
Staff recommends that the Silicon Valley Clean Energy Authority (SVCE) authorize the Chief Executive Officer (CEO) to execute a Long Form Resource Adequacy Agreement with High Desert Power Project, LLC (“MRP RA Agreement”) and any necessary ancillary agreements and documents as follows:
• 6-Year term RA Agreement with expected delivery from January 1, 2027 through December 31, 2032; and
• 50 megawatts (MW) of baseload System and Flexible Resource Adequacy (RA) capacity from natural gas.

Execution of the MRP RA Agreement contributes substantially to meeting SVCE’s RA requirements in 2027- 2032. The 6-year MRP RA Agreement exceeds the CEO’s authority under the Board-approved Energy Risk Management Policy which currently authorizes transactions for RA up to five-years in term.

The MRP RA Agreement is in process and will be structured based on standard RA transaction terms and therefore is not provided as an attachment.

EXECUTIVE COMMITTEE RECOMMENDATION
The Executive Committee unanimously voted to recommend authorizing the CEO to execute the MRP RA Agreement on April 26, 2024.

The Executive Committee discussed the following points:
• The proportion of natural gas in SVCE’s RA portfolio over time: It was noted that this proportion is trending downwards, but will never reach zero, due to the role natural gas in ensuring reliability.

When SVCE first launched, nearly 100 percent of its RA portfolio was comprised of natural gas resources. Today, this proportion is about 70 percent. By 2027, when this MRP RA Agreement would begin, the proportion of natural gas would fall to about 35 percent, inclusive of this proposed agreement.
• The agreement requires board approval because the term extends one year beyond the five years for which the CEO has authority to execute. There is no need to change this execution authority at this time, because similar transactions are expected to be infrequent. • The impact of Slice of Day RA on SVCE’s existing contracts: while Slice of Day will change the value of RA for SVCE’s existing contracts, SVCE is well positioned for compliance under the new RA framework.

Item 1e
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1e Agenda Date: 5/8/2024

Page 2 of 3 ends

BACKGROUND
Under its Resource Adequacy (RA) program, the California Public Utilities Commission (CPUC) requires load-serving entities (LSEs), including SVCE, to demonstrate in both monthly and annual filings that they have purchased capacity to contribute their share of system reliability. The program includes three distinct requirement categories: System RA, Local RA, and Flexible RA. Beginning in 2025, a new RA Slice of Day program will be implemented requiring that LSEs show capacity in each category to meet their hourly reliability needs. While hourly requirements will vary throughout each hour, month, and year, a significant amount of baseload capacity, or capacity that is available throughout all hours, will be beneficial under this Slice of Day framework.

SVCE has a need for baseload capacity that can serve as System RA and Flexible RA beginning in 2027. This agreement will contribute substantially to SVCE’s ability to meet its RA obligations in 2027 and beyond at a reasonable cost to customers.

ANALYSIS & DISCUSSION
In March, SVCE launched a solicitation seeking offers that can meet its baseload RA requirements for any years between 2027-2031. SVCE received three offers. While the MRP RA Agreement extends beyond 2031, this agreement results from the most competitively-priced offer under the solicitation. The High Desert Power Project, a natural gas power plant located in San Bernardino County, will provide 50 MW of Flexible and System RA for six years (2027-2032). Natural gas capacity resources are needed to ensure reliability as California transitions to a clean, carbon-free grid. The MRP RA Agreement is for RA capacity only and will not provide energy. As such, the emissions associated with running the facility will not be attributed to SVCE’s load nor reflected on its power content label.

With the inclusion of the MRP RA Agreement, SVCE expects roughly 35% of its RA needs will come from natural gas resources in 2027. This amount will decline as SVCE brings on more of its power purchase agreements for clean energy resources and storage capacity resources.

This agreement will contribute towards filling SVCE’s net open RA position in these years; however, it will not meet SVCE’s full remaining need during any period in 2027 and beyond. SVCE is seeking to balance price fluctuations in the RA market through a process of frequently soliciting for and procuring modestly-sized contracts throughout the years and months leading up to its compliance deadlines. SVCE will continue to manage its RA position leading up to and during the term of this RA agreement.

Vendor: High Desert Power Project, LLC is a subsidiary of Middle River Power (MRP), an asset management company with over 3,000 MW of energy resources in development and operation in the United States, including an existing agreement with SVCE: the Hanford resource providing natural gas and battery energy storage capacity.

STRATEGIC PLAN
Execution of the MRP RA Agreement supports the reliability- and compliance-focused goals of the Board adopted Strategic Plan including:
• Goal 7 – Acquire clean and reliable electricity in a cost-effective, equitable and sustainable manner o Measure 1 – Meet SVCE-Board directed 100% clean goals and Integrated Resource Plan directives; RPS mandates; RA obligations; and procurement mandates • Goal 8 – Manage and optimize power supply resources to meet affordability, GHG reduction and reliability objectives
o Measure 1 – Manage power supply portfolio and energy risk, and optimize market participation
Item 1e
Agenda Item: 1e Agenda Date: 5/8/2024

Page 3 of 3 ends

ALTERNATIVE
Do not authorize the CEO to execute the MRP RA Agreement and, instead, seek to fill SVCE’s net open RA position through future solicitations and/or bilateral agreements. Staff does not recommend due to the significant possibility of market prices increasing for capacity that can meet this need. While SVCE will continue to manage its RA position leading up to 2027-2031, this agreement can bring SVCE closer to compliance at a cost that is beneficial to customers. Failure to meet compliance obligations may result in penalties.

FISCAL IMPACT
Ultimate execution of the agreement will result in costs to SVCE starting in Fiscal Year 2026-2027 (FY 26-27), which will be reflected in the proposed budget for FY 26-27. The MRP RA Agreement is below the budget projections included in the 5-year cost projection provided during the FY 2023 to 2024 mid-year budget.

Item 1e

Page 1 of 2 ends

Staff Report – Item 1f
Item 1f: Authorize the Chief Executive Officer to Execute an Agreement with Strategic Energy Innovations to Host Three Climate Corps Fellows with a Not to Exceed Limit of $216,750 for the 2024-2025 Fellowship Cycle
From: Monica Padilla, CEO
Prepared by: Pamela Leonard, Deputy Director of Marketing & Communications Date: 5/8/2024

RECOMMENDATION
Authorize the CEO to execute the Service Agreement with Strategic Energy Innovations (Attachment 1) in substantive form, and other related documents for Climate Corps fellow hosting services in an amount not-to-exceed $216,750 through June 30, 2025.

BACKGROUND
The Strategic Energy Innovations (SEI) Climate Corps Fellowship program is a bridge-to-career fellowship program that recruits and places rising climate professionals with local governments, non-profits, educational institutions, and for-profit partners to implement sustainability and resiliency projects. SVCE was first introduced the Climate Corps fellowship program in 2017 through the City of Cupertino’s Office of Sustainability, which had a fellow focused on outreach projects for SVCE’s startup phase.

Since 2017, SVCE has hosted Climate Corps fellows across teams, including an annual community outreach fellow leading education initiatives in the Energy Services and Community Relations department. The Decarbonization Programs and Policy team has fellows working on its small-to-medium business rebates and EV programs, and this past year, the Power Resources and Operations department also brought on a fellow to support emissions research and reporting.

SEI’s services include recruitment for fellows along with preliminary interviews, monthly trainings for fellows, and opportunities for professional development. The Climate Corps fellowship extends over a 10-month period and the fellows receive a UC Climate Stewards certificate after the program.

ANALYSIS & DISCUSSION
The mission of the Climate Corps Fellowship is aligned with SVCE’s mission to reduce the dependence on fossil fuels and fight climate change locally. Hosting Climate Corps fellows not only helps individuals interested in energy and decarbonization industries gain experience, but they also help SVCE staff with executing programs and projects that achieve our goals outlined in the board-adopted strategic plan.

An added benefit of working with this defined fellowship program is that SEI performs the recruitment effort and manages all administrative support for the fellows. Also, the fellows belong to a cohort where many SVCE member agencies also host fellows, which becomes a valuable professional network. The scope of work for SEI includes:
- Recruitment assistance
- Ongoing training and support of selected fellows
Item 1f
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1f Agenda Date: 5/8/2024

Page 2 of 2 ends

- Development of metrics for fellows to measure and track progress - Monthly follow-ups to review progress
The 2024-2024 fellowship cycle starts in September 2024 and runs until June 2025. With the proposed agreement, SVCE plans to host three fellows:

1. The Community Outreach Fellow will work in the Energy Services & Community Relations department and will mainly focus on youth engagement activities and the DIY Energy Savings Toolkit program.

Additional duties may include supporting the community relations team with outreach events and other marketing initiatives.

2. The Electrification Fellow in the Decarbonization Programs and Policy team will focus on supporting the design and development of programs that aim to increase awareness of the benefits of transportation electrification and building decarbonization.

3. The Power Resources and Operation department fellow’s primary role will be to research emissions of the CAISO grid, including local area, technology specific and resource-specific emissions. Other duties may include reviewing and analyzing regulatory policies related to emissions reporting.

Past fellows have gone on to receive full-time employment and job growth opportunities with SVCE, other CCAs or other energy and climate-related industries. It’s proven to be an effective channel for professional development in a growing field.

STRATEGIC PLAN
Hiring three Climate Corps fellows will help achieve the following goals from the October 2023 Board-adopted Strategic Plan:
- Goal 8: Manage and optimize power supply resources to meet affordability, GHG reduction and reliability objectives.
- Goal 10: Empower customers with the awareness, knowledge and resources needed to make effective clean energy choices
- Goal 11: Support communication and engagement with public, private, and non-profit stakeholders to leverage our decarbonization efforts
- Goal 14: Coordinate development of decarbonization and resilience strategy, lead design of local policy, and design and deploy programs

ALTERNATIVE
The alternative is to not hire any Climate Corps fellows or hire fewer fellows and the work outlined within the fellow job descriptions will be distributed among staff or deferred.

FISCAL IMPACT
The fiscal impact of this agreement would be $216,750, which will be included in the 2024-2025 FY budget, should it be approved by the SVCE board. The current 2023-2024 FY budget does account for temporary staff, inclusive of the annual Climate Corps fellows.

ATTACHMENTS

1. SEI Climate Corps Fellowship Agreement
Item 1f
1/2024 Version 1.0

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND

STRATEGIC ENERGY INNOVATIONS
FOR

CLIMATE CORPS FELLOW HOSTING SERVICES
THIS AGREEMENT, is entered into this 2nd day of September 2024, by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority"), and STRATEGIC ENERGY INNOVATIONS, a nonprofit organization whose address is 100 Smith Ranch Road, Suite 124, San Rafael, CA 94903 (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 Climate Corps fellow hosting upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on September 2, 2024, and shall terminate on June 30, 2025, unless terminated earlier as set forth herein.

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

3. COMPENSATION TO CONSULTANT
Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed two-hundred and sixteen thousand and seven-hundred and fifty dollars ($216,750.00) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

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

5. STANDARD OF CARE
Item 1f
Attachment 1
Draft Agreement with SEI
1/2024 Version 1.0
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
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, Item 1f
Attachment 1
Draft Agreement with SEI
1/2024 Version 1.0
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.

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

10. INSURANCE
Item 1f
Attachment 1
Draft Agreement with SEI
1/2024 Version 1.0
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 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
Item 1f
Attachment 1
Draft Agreement with SEI
1/2024 Version 1.0
Consultant warrants that it, its officers, employees, associates and subcontractors, presently have no interest, and will not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it, its officers, employees, associates and subcontractors, will not employ any person having such an interest.

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

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

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

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

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

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 Item 1f
Attachment 1
Draft Agreement with SEI
1/2024 Version 1.0
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 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. Steven King Item 1f
Attachment 1
Draft Agreement with SEI
1/2024 Version 1.0
(Consultant Representative”) shall represent Consultant in all matters pertaining to the services to be performed under this Agreement.

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

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

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

Item 1f
Attachment 1
Draft Agreement with SEI
1/2024 Version 1.0
TO AUTHORITY:
333 W. El Camino Real
Suite 330
Sunnyvale CA 94087
Attention: Chief Executive Officer
TO CONSULTANT:

Steven King
Strategic Energy Innovations
100 Smith Ranch Rd., Suite 124
San Rafael, CA 94903

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 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, Item 1f
Attachment 1
Draft Agreement with SEI
1/2024 Version 1.0
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 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.

Item 1f
Attachment 1
Draft Agreement with SEI
1/2024 Version 1.0

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.

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 Item 1f
Attachment 1
Draft Agreement with SEI
1/2024 Version 1.0
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
_______________________________
Pamela Leonard, Deputy Director of Marketing and Communications

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

CONSULTANT NAME

STRATEGIC ENERGY INNOVATIONS
By: __________________________
Name: Stephen M. Miller_________
Title: Deputy Director___________
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Monica Padilla
Title: Chief Executive Officer
Date: __________________________
Item 1f
Attachment 1
Draft Agreement with SEI
1/2024 Version 1.0
APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk
Item 1f
Attachment 1
Draft Agreement with SEI
1/2024 Version 1.0
Exhibit A
Scope of Services
Through Climate Corps, SEI agrees to:

Recruit and assist in selection of three (3) Fellows. Fellows will average 40 hours per week including on-site work with partners, professional development, attending program training, and using their vacation, holiday, and sick time. 160 hours of vacation, holiday and sick time (VHS)

Train and support the selected Fellows with a comprehensive training program that includes a training manual, a multi-day orientation led by an array of experts, monthly trainings, a mid-year two-day retreat, and two Professional Development Assessment reviews.

Work with the Authority to develop a specific Fellowship Scope for specific Authority initiatives that aligns with Climate Corps goals and defines the Training Plan for the Fellows.

Provide assistance in defining and developing metrics for the Fellow to measure and track the progress of project activities throughout their Fellowship.

Provide monthly follow-ups to review progress with Site Supervisor and Fellows.

Define and implement any corrections to Fellows’ plan determined to be necessary based on feedback collected from Fellows and Authority.

Authority agrees to:

Take part in the recruitment and interview process to identify Fellows best fitted for the specific projects' needs, with the understanding that Authority has right of refusal of any proposed Fellows.

Provide one to three specific climate resiliency initiatives that each Fellow can work on during their term of service.

Initiatives must be well-defined, approved for implementation, and include specific learning objectives.

Authority will work with SEI to finalize a mutually agreed-upon Fellowship Scopes no later than one month after the Fellows arrives on site.

Assign Site Supervisors who will be available to meet at least weekly with the Fellows for one-on-one project meeting time, coordinate other necessary staff supervision needed for successful implementation of the Fellowship Scope.

Support Fellows to complete monthly reporting to SEI indicating whether progress is being made on the initiatives.

Provide feedback on Program and Fellows effectiveness by:

Filling out and submitting a Professional Development Assessment providing feedback on Fellows activities two times a year;
Participating in program-wide conference calls to discuss program progress; and Responding to Authority feedback surveys as requested.

Refrain from using the Fellows for displacement of a Authority employee during the Fellowship term.

Allow SEI to share results from this program through grant reporting, program marketing, and fundraising.

Provide program-wide support through either:

Item 1f
Attachment 1
Draft Agreement with SEI
1/2024 Version 1.0
Sponsoring a venue and staff presentations for a monthly training event for all Fellows; or
Participating in a program sponsored training session or professional development event.

Being receptive to informational interview requests from 1 or more current Fellow Program Plan
Fellow service information
[A] Number of Fellows 3
Service Term Full Cycle: September 2, 2024 to June 30, 2025 Standard Hours
Fellows will average 40 hours per week including on-site work with partners, professional development, attending program training, and using their vacation,
holiday, and sick time.
● 160 hours of vacation, holiday and sick time
(VHS)
Position fee
[B] Amount $55,000 per non-profit Fellow
Additional funding
[C] Amount $15,000
Use of additional funds [Living Stipend: Additional funds will go towards enhancing Fellow’s Living Stipend. Funds will be paid out to Fellow twice a month as part of the Fellow’s regular stipend checks.] [End-of-Program Award: Additional funds will go towards enhancing Fellow’s end of program award.]
[Expense reimbursements: Additional funds will be held by SEI in a reimbursement account for Program-related costs such as commuting, trainings, and other benefits. For Fellow to be reimbursed, Fellow must submit a Authority-approved Climate Corps Expense Report and to SEI. SEI will disburse the funds to Fellow within 30 days after receiving the request and following Authority approval. If, at the end of the Service Term, any funds remain in the account, SEI will transfer the remaining funds to Authority.]
[D] Administration fee Authority will pay to SEI a fee equal to 15% of the amount of additional funds.

Timing [Additional funds to be held in a reimbursement account are due at the same time as the first installment of the Program fee.] [Authority will pay additional funds and the administration fee Item 1f
Attachment 1
Draft Agreement with SEI
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promptly following receipt of an invoice from SEI.]
Total fee
Amount $216,750
Timing

Authority will pay the fee in two installments:
● $162,562.50 due September 15, 2024
● $54,187.50 due December 15, 2024

Authority contact information
Contact person and title Pamela Leonard
Email address [email protected]
Phone number (408) 549-2671
Mailing address 333 W. El Camino Real, Ste. 330
Sunnyvale, CA 94087
Billing contact information
(if different from above)
P.O. Number (if applicable)
SEI contact information
Contact person and title
Steven King, Program Director
Email address
[email protected]
Phone number 415-507-2181
Mailing address 100 Smith Ranch Rd., Suite 124
San Rafael, CA 94903

Item 1f
Attachment 1
Draft Agreement with SEI
1/2024 Version 1.0

1. Additio
nal
Terms

1. Program Initiation

1. Recruitment and Selection
SEI will recruit, screen, and select a Fellow to serve at Authority during the service term set out in the Program Plan (“Service Term”). Authority will assist in the recruitment and selection of Fellow, including, without limitation, developing a job description specific to Authority’s activities and needs, conducting interviews, and participating in the final selection. If Authority ultimately fails to select a Fellow, Authority will pay to SEI a $2,500 fee for the recruiting effort promptly following receipt of an invoice from SEI.

2. Human Resources
SEI's People Resources Department requires that any Fellow hired for work at the partner site complete a satisfactory comprehensive background check, including a Federal Criminal Search, National Criminal Search, Sex Offender Search, Social Security Number Trace and Global Watchlist Search, and County Criminal Search.

Any additional background or medical-related checks that the Authority requires will be the sole responsibility of the Authority. This responsibility includes administration, record-keeping, coordination and financial obligation, and/or cost of such additional checks. Additional checks required by the partner must be administered in compliance with all applicable state, federal, and/or local regulations.

3. Employment Relationship
SEI and Authority acknowledge that Fellow is an employee of SEI. SEI will notify each Fellow that Fellow is not an employee of Authority.

4. Fellow Orientation
At the start of the Service Term, SEI will provide Fellow with an orientation to the Program. Authority will provide Fellow with an orientation to Authority’s mission, programs, operations, systems, and facilities.

5. Fellowship Scope
Authority will cooperate with SEI to develop a written scope of work (“Fellowship Scope”) for each Fellow. The Fellowship Scope will: (a) outline the training plan for the Fellow, (b) describe one to three specific climate change resiliency projects that the Fellow will work on during the Service Term, and (c) define anticipated deliverables and Fellow performance and learning goals. Authority and SEI will complete the Fellowship Scope within one month after the Fellow’s first day of service.

2. Training and Support

1. Fellow Training
SEI will train and support the Fellow with a training program that includes:
monthly trainings, a mid-year two-day retreat, an end of program symposium, and two professional development assessment reviews. Time spent by the Fellow in this training program will count as training hours under the Program Plan.

2. Training Calendar
SEI will provide a calendar of training activities to Authority and will notify Item 1f
Attachment 1
Draft Agreement with SEI
1/2024 Version 1.0
Authority of any schedule changes in advance.

3. Ongoing Support and Assistance
SEI will help Authority and Fellow develop metrics for evaluating the Fellow’s progress. SEI will schedule monthly sessions with Fellow and Authority to review the Fellow’s progress, and will assist the Fellow and Authority with defining or implementing any changes to the Fellowship Scope or other documents as appropriate.

4. Authority’s Program-wide Support
Authority will carry out Program-wide activities reasonably requested by SEI, such as: (a) sponsoring a venue and staff presentations for a monthly training event for all Fellows, (b) participating in a Program-sponsored training session or professional development event, or (c) accepting informal interview requests from one or more other Fellows in the Program.

5. Ownership of Materials
For clarity, SEI owns all training and professional development materials and documents.

3. Fellow Responsibilities, Scheduling, and Supervision

1. Fellow Responsibilities
Authority may assign specific responsibilities to Fellow so long as they are consistent with the Fellowship Scope.

Fellow shall be required to attend or complete training as directed by Authority regarding data security, and confidentiality and other Authority policies and comply with such policies for the duration of the Term.

2. Payment to Fellow; Additional Funding
SEI will pay a living stipend (“Living Stipend”) and end of program award (“End of Program Award”) to Fellow during the Service Term. Authority may provide additional funding for Fellow as may be set out in the Program Plan.

3. Hours and Work Schedule
The standard number of service hours for Fellows (“Standard Hours”) is set out in the Program Plan. Authority will provide Fellow with a reasonably consistent schedule during the Service Term so that Fellow can fulfill his or her Target Hours.

If a Fellow is required serve as a juror, they will log that time as on-site hours with Authority and continue receiving a living allowance, healthcare coverage and, if applicable, childcare coverage regardless of any reimbursements for incidental expenses received from the court.

4. Work Environment and Resources
When in-person work is allowed, Authority will provide Fellow with adequate workspace, a reasonably comfortable work environment, access to a computer with internet connectivity, and other support resources reasonably necessary for Fellow to complete his or her work.

While working remotely, individual Site Supervisors will plan for IT logistics like computer, WiFi, and other technological equipment needed at the Fellows’ home, Item 1f
Attachment 1
Draft Agreement with SEI
1/2024 Version 1.0
account and software access, and/or setting up remote VPNs. Fellows should alert their Site and Regional Supervisors immediately if they face any logistical hurdles to remote work, such as WiFi challenges, remote account access or VPNs.

We recognize that sites will have different timelines and protocols for reopening.

Site Supervisors, please notify your Climate Corps Regional Supervisor in advance via email if your site plans to reopen and you will be expected to physically report to service. Please share: (1) Date of expected reopening and date you will begin to report to work on site; (2) Health and safety measures in place to minimize the threat of exposure (i.e. distancing, availability of PPE and disinfecting supplies). If your site organization has a COVID-19 policy, please share.

5. Fellow Attendance at Climate Corps Events
Authority will allow Fellow to attend all Program events, including, without limitation, orientation, monthly trainings, retreats, field trips to other Climate Corps partner sites, and the Climate Corps Symposium, so that Fellow can fulfill his or her Program training requirements and enhance his or her professional development. Time spent by the Fellow at these events will count as training hours under the Program Plan.

6. Site Supervisor
Authority will designate a paid staff supervisor ("Site Supervisor") to supervise Fellow's day-to-day activities and performance. The responsibilities of Site Supervisor include, without limitation: (a) guiding Fellow towards achieving the goals set out in the Fellowship Scope, (b) meeting with Fellow one-on-one at least weekly to discuss project(s), and (c) helping Fellow complete monthly reporting to SEI to track the progress made on the project(s). If Authority changes the Site Supervisor, Authority will provide SEI with at least 30 days’ written notice setting out the name and title of the new Site Supervisor, the reason for the change, and the expected impact, if any, on the Fellowship Scope or Fellow.

4. Reporting and Recordkeeping

1. Program Reports
Authority will complete and submit all Program forms, surveys, assessments, progress reports, Fellow evaluations, and other documents requested by SEI, including a biannual professional development assessment providing feedback on Fellow activities. SEI may share results related to the Program for the purpose of grant reporting, program marketing, and fundraising.

2. Site Visits
SEI may visit Authority sites and film, photograph, and otherwise document Program and Fellow activities during normal business hours and with reasonable advance notice.

3. Recordkeeping
SEI and Authority will each maintain records relating to its Program responsibilities in a manner such that the other can evaluate compliance with this MOU. SEI and Authority will make those records available for review by the other on reasonable notice during the term of this MOU and for a period of three years after its termination.

Item 1f
Attachment 1
Draft Agreement with SEI
1/2024 Version 1.0

5. Communication

1. Program Contacts
SEI and Authority will each appoint one individual to act as principal contact person and to coordinate activities in connection with the Program. The initial appointees are identified in the Program Plan. SEI and Authority each may change its contact person at any time and will so advise the other.

2. Cooperation
SEI and Authority acknowledge Fellow’s success in the Program depends in large part on the effectiveness of collaboration between the parties. Both parties will provide timely access to data, information, and personnel, ensure the accuracy and completeness of data and information provided, and promptly notify one another about challenges, concerns, and successes.

3. Fellow Performance
SEI cannot guarantee specific performance results for any Fellow. Authority will notify SEI immediately of any significant problems with Fellow’s professional performance or conduct, including, without limitation, failure to report to a site or unprofessional behavior. SEI will work with Authority to provide assistance or discuss an appropriate response.

Item 1f
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Draft Agreement with SEI
1/2024 Version 1.0
Exhibit B
Schedule of Performance
This schedule may be modified with the written approval of the Authority.

Task Begin Complete

1. Fellow Recruitment and Interviews June 2024 August 2024

2. Fellowship Cycle September 2024 June 2025
Item 1f
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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 two-hundred and sixteen thousand and seven-hundred and fifty dollars ($216,750), as set forth below. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to Authority unless previously approved in writing by Authority.

Task Estimated Budget

1. Fellow Position Fee – Fellow 1 $ 55,000

2. Fellow Living Stipend – Fellow 1 $ 15,000

3. SEI Administrative Costs – Fellow 1 $2,250

4. Fellow Position Fee – Fellow 2 $ 55,000

5. Fellow Living Stipend – Fellow 2 $ 15,000

6. SEI Administrative Costs – Fellow 2 $2,250

7. Fellow Position Fee – Fellow 3 $ 55,000

8. Fellow Living Stipend – Fellow 3 $ 15,000

9. SEI Administrative Costs – Fellow 3 $2,250
Total $216,750
Invoices
Invoicing: In order to request payment, Consultant shall submit two invoices per the schedule identified in Exhibit A. Authority shall pay all undisputed invoice amounts within thirty (30) calendar days after receipt up to the maximum compensation set forth herein. Authority does not pay interest on past due amounts.

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

Item 1f
Attachment 1
Draft Agreement with SEI
1/2024 Version 1.0
Exhibit D
Insurance Requirements and Proof of Insurance
Consultant shall maintain the following minimum insurance coverage:

A. COVERAGE:
(1) Workers' Compensation:

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

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

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

Comprehensive automotive liability coverage with minimum limits of $1,000,000 per accident for bodily injury and property damage. ISO Form CA 0001 or equivalent is required.
(4) Professional Liability
Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000. (5) Privacy and Cybersecurity Liability
Privacy and cybersecurity liability (including costs arising from data destruction, hacking or intentional breaches, crisis management activity related to data breaches, and legal claims for security breach, privacy violations, and notification costs of at least $2,000,000 US per occurrence.

Item 1f
Attachment 1
Draft Agreement with SEI

Page 1 of 2 ends

Staff Report – Item 1g
Item 1g: Authorize the Chief Executive Officer to Execute Engagement Letter with Hall Energy Law PC for Legal Services Related to Energy and Capacity Transaction Needs and Long-term Power Purchase Agreements
From: Monica Padilla, CEO
Prepared by: Michael Callahan, General Counsel
Zak Liske, Deputy Director of Power Resources
Date: 5/8/2024

RECOMMENDATION
Approve and authorize the Chief Executive Officer to finalize and execute the attached substantive form of the Hall Energy Law PC Engagement Letter (“New Agreement”) for legal representation related to energy and capacity transactions and negotiations and implementation of long-term Power Purchase Agreements on behalf of Silicon Valley Clean Energy Authority in an amount Not-to-Exceed (“NTE”) $180,000 per fiscal year.

The New Agreement is evergreen and will renew automatically unless terminated by one or both parties.

BACKGROUND
In January 2019, SVCE executed a three-year Engagement Letter Agreement with Hall Energy Law PC (the “Firm”) for legal support services effective January 14, 2019 through January 13, 2022 with an NTE amount of $100,000 (“Prior Agreement”). In January 2020, the SVCE Board authorized the Amended and Restated Agreement increasing the NTE to $300,000 to cover increased legal support needed to carryout negotiations and execution of several power related activities. The terms, conditions, and scope of work of the Amended and Restated Agreement remained the same. In December 2020, the SVCE Board authorized Amendment No. 1 to the Amended and Restated Agreement, increasing the NTE to $400,000, with all other terms, conditions, and scope of work remaining unchanged.

In August 2021, the SVCE Board approved an engagement letter that increased the term through June 2024 and set the NTE to $540,000. Scope of work included contract negotiations, development of a Coordinated Operations Agreement with Central Coast Community Energy (“3CE”), legal support related to SVCE’s prepay transactions, and ongoing legal counsel related to SVCE’s long-term power purchase agreements.

ANALYSIS & DISCUSSION
Due to the number of agreements SVCE has used the Firm to negotiate and will likely continue to use for new contracts, staff requests to renew SVCE’s engagement on an evergreen basis to allow flexibility in working with outside counsel in the years to come. Hall Energy Law PC has and will continue to assist SVCE in many areas including:
(i) EEI Master Agreements and Cover Sheets, amendments to the WSPP agreement, confirmations, and any supporting credit documentation such as parent guarantees and letters of credit (collectively, the “Energy Supply Agreements”) Item 1g
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(ii) the deposit account control agreement, intercreditor and collateral agency agreement, and security agreement entered into by SVCEA in its 2016 Energy Services Request for Proposals (the “Lockbox Agreements”)
(iii) continued support in connection with the PPAs already acquired, and additional negotiations, if any, arising from the 2017 Joint RFO, the 2019 Joint RFO, and the 2020 Joint RFO with 3CE (“Joint RFO Additional Follow-Up”)
(iv) continued support including the review, drafting, revision, negotiation and finalization of the Prepaid Energy Sales Agreement with Morgan Stanley (“MS Prepay”), and (v) procurement of additional renewable energy, resource adequacy, energy storage, and miscellaneous legal advice and analysis, or services related to any of the foregoing (“Other Services”).

Given Hall Energy Law PC’s extensive history with and knowledge of SVCE’s needs, its understanding of all SVCE’s existing supply contracts and its relevant experience in negotiating PPAs on SVCE’s behalf, Hall Energy Law PC, continues to be one of the law firms which can best provide legal support for power supply contracts and negotiations. With a significant need for ongoing power-related legal support services, both parties believe a new engagement letter to be appropriate.

STRATEGIC PLAN
The recommendation strongly supports Power Supply Goals #7 – “Acquire clean and reliable electricity in a cost effective, equitable and sustainable manner,” and #8 – “Manage and optimize power supply resources to meet affordability, GHG reduction and reliability objectives,” of the Board adopted 2023 Strategic Plan.

ALTERNATIVE
SVCE has other law firms on retainer, but given the extensive nature to which SVCE has utilized Hall Energy Law PC to negotiate many of SVCE’s power supply contracts, staff believes it is prudent to continue using the Firm to continue supporting the PPAs negotiated under the 2017, 2019, and 2020 Joint RFOs and to provide on-going legal support for new long-term power purchase agreements, the lockbox agreements, power prepay agreements, and power supply contracts.

FISCAL IMPACT
Enough funds have been budgeted for legal support services as part of the current fiscal year. Appropriations of funds in future years of the Agreement will be requested in upcoming budgets.

ATTACHMENT

1. Engagement Letter for Hall Energy Law PC Representation of Silicon Valley Clean Energy Authority in substantive form
Item 1g
Hall Energy Law PC | 3 Monroe Pkwy. Ste. P #406, Lake Oswego, OR 97035

HALL ENERGY LAW PC
Stephen Hall | 503-313-0755 | [email protected]
April 29, 2024

VIA EMAIL
Silicon Valley Clean Energy Authority
Attention: Monica Padilla, CEO
333 W. El Camino Real, Suite 330
Sunnyvale, CA 94087
Email: [email protected]
Re: Hall Energy Law PC Representation of Silicon Valley Clean Energy Authority Dear Monica:

We are pleased that you have requested Hall Energy Law PC (the “Firm”) to continue to provide legal services to Silicon Valley Clean Energy Authority (“SVCEA”) and we thank you for the opportunity to be of assistance.

The Firm and SVCEA entered into an engagement letter dated July 1, 2021 (the “Prior Agreement”). Once fully executed, this engagement letter (the “Agreement”) shall amend, replace and supersede in its entirety the Prior Agreement.

This Agreement sets forth the scope of our engagement, the financial terms of our engagement, and all other aspects of this engagement, as follows:

1. Scope of Engagement. By means of this Agreement, SVCEA is engaging the Firm to continue to provide the following legal services: SVCEA’s procurement of energy, renewable energy and related products, including the review, drafting, revision, negotiation, amendment, and finalization of (i) EEI Master Agreements and Cover Sheets, amendments to the WSPP agreement, confirmations and any supporting credit documentation such as parent guarantees and letters of credit (collectively, the “Energy Supply Agreements”), (ii) the deposit account control agreement, intercreditor and collateral agency agreement, and security agreement entered into by SVCEA in its 2016 Energy Services Request for Proposals (the “Lockbox Agreements”), (iii) continued support in connection with the PPAs already acquired, and additional negotiations, if any, arising from the 2017 Joint RFO, the 2019 Joint RFO, and the 2020 Joint RFO with 3CE (“Joint RFO Additional Follow-Up”), (iv) continued support including the review, drafting, revision, negotiation and finalization of the Prepaid Energy Sales Agreement with Morgan Stanley (“MS Prepay”), and (v) procurement of additional renewable energy, resource adequacy, energy storage, and miscellaneous legal advice and analysis, or services related to any of the foregoing (“Other Services”). The legal services described in (i) through (v) above are collectively referred to herein as the “Engagement.”

2. Term. The term of this Agreement shall commence as of July 1, 2024 and shall continue indefinitely, unless earlier terminated as set forth herein (the “Term”), or until terminated by either party Item 1g
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by providing thirty (30) days’ written notice of its intent to terminate this Agreement, subject to payment of any amounts owed for services previously rendered and, if requested by SVCEA, completion of any partially completed projects.

3. Fees and Hourly Rates. Our billing practice is to charge for our legal services, based primarily on the amount of time, including travel time, devoted to a matter at hourly rates for the particular professionals involved. These hourly rates are based upon these professionals’ experience, expertise, and standing. I will be the attorney responsible for the performance of the Engagement and my hourly rate for this work is $650/hr.

The Firm’s hourly rates are reviewed by us from time to time, typically once a year, and any new rates would be implemented immediately after they are adopted, but no earlier than October 1, 2024, and would apply to legal services rendered after the effective date of the new rates which will be reflected on SVCEA’s bill.

The Firm and SVCEA agree that SVCEA will be responsible for only fifty-five percent (55%) of the total fees associated with the following portion of the Engagement: 2017 Joint RFO.

The Firm and SVCEA agree that SVCEA will be responsible for only fifty percent (50%) of the total fees associated with the following portions of the Engagement: 2019 Joint RFO and the 2020 Joint RFO.

The total amount of legal services for the Engagement for the Term shall not exceed one hundred eighty thousand dollars ($180,000) per fiscal year (the “NTE Cap”) without the written approval of SVCEA, it being understood by SVCEA that the NTE Cap does not necessarily represent the total fees to complete all of the matters in the Engagement because of the ongoing nature of such projects. SVCEA will not be responsible for any fees incurred in excess of the NTE Cap unless expressly authorized by SVCEA in writing. If additional legal services are required that extend beyond the NTE Cap, SVCEA and the Firm shall agree in writing to the scope and cost of such additional services.

We will charge for all activities undertaken in providing legal services to SVCEA under this Agreement, including but not limited to the following: conferences, including preparation and participation; preparation and review of correspondence and other documents; legal research and telephone calls, including calls with SVCEA, other attorneys or persons involved with this matter, and governmental agencies.

4. Additional Services and Outside Expenditures. If our legal representation requires additional services provided by vendors, we will obtain SVCEA’s advance approval before incurring any such additional services on SVCEA’s behalf. SVCEA will be required either to pay for these outside additional services directly, or to reimburse us if we make payment for these services on SVCEA’s behalf.

When there are substantial expenditures involving vendors, we will require either that SVCEA pay those sums to us before we expend them, that SVCEA provide an advance deposit for such expenditures, or that SVCEA directly contract with and pay the vendor. SVCEA will not be billed for any internal Firm costs incurred on SVCEA’s behalf, such as telephone (including long distance charges), word processing, secretarial overtime, firm couriers, postage (including FedEx, UPS or similar overnight delivery services), printing and photocopying performed in-house.

5. Monthly Statements and Payment Terms. Our practice will be to send a monthly statement of our charges for legal services and for reimbursement of payments made on SVCEA’s behalf, if any, for outside additional services. The detail in the monthly statement will inform SVCEA of the nature and progress of our work and of the charges and expenditures being incurred.

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Unless otherwise agreed, each monthly statement is fully due and payable upon receipt, but in no event later than thirty (30) days after its issuance date.

We specifically reserve the right to withdraw from representation of SVCEA and to cease performing immediately all services if we do not receive full payment of any amounts owed to us within forty-five (45) days of any statement.

6. Withdrawal From Representation. The attorney-client relationship is one of mutual trust and confidence. If you have any questions at all about the provisions of this Agreement, we invite your inquiries. We encourage our clients to inquire about any matter relating to our engagement agreements or monthly statements which may be in any way unclear or appear unsatisfactory. If SVCEA does not meet its obligation of timely payments or deposits under this Agreement, we reserve the right to withdraw from SVCEA’ representation on that basis alone, subject of course to any required judicial, administrative, or other approvals.

This Agreement is also subject to termination by either party for any reason, by providing thirty (30) days’ written notice. If there were to be such a termination, however, SVCEA would remain liable for all unpaid charges for services provided and expenditures advanced or incurred.

7. Duties Upon Termination of Active Representation. Upon termination of our active involvement in a particular matter for which we had previously been engaged, we will have no further duty to inform SVCEA of future developments or changes in law which may be relevant to such matter in which our representation has terminated. Further, unless SVCEA and the Firm agree in writing to the contrary, we will have no obligation to monitor renewal or notice dates or similar deadlines which may arise from the matters for which we had been engaged.

8. Document Storage Policies. The Firm’s policy with regard to documents and other materials at the conclusion of a matter is to maintain them in storage for a period of no more than ten (10) years. All documents and other materials in our file will then be destroyed or discarded without notice to SVCEA. Accordingly, if there are any documents or other materials SVCEA wishes to have retrieved from its file at the conclusion of a matter, it will be necessary for SVCEA to advise us of that request to ensure that they are not destroyed.

9. Disclaimer of Guarantee. Nothing in this Agreement should be construed as a promise or guarantee about the outcome(s) of any matter which we are handling on SVCEA’s behalf. Our comments about the outcome(s) of SVCEA’s matter are expressions of opinion only. If we should provide SVCE with an estimate of the fees and costs which may be incurred in connection with our representation of SVCEA, it is important that you understand and acknowledge that any such estimate is merely an estimate based on numerous assumptions which may or may not prove to be correct and that any estimate is not a guarantee or agreement of what the maximum amount of fees and/or costs will be, subject to the NTE Cap set forth in Section 3 above.

10. Future Matters. Unless otherwise agreed in writing between us, all other matters referred to us for representation shall be governed by the terms of this Agreement.

11. Entire Agreement. This Agreement contains all terms of the agreement between us applicable to our representation of SVCEA, and may not be modified except by a written agreement signed by both of us.

12. Future Conflict. Our undertaking to represent SVCEA in the above matters will not act as a bar so as to prevent us from representing any existing or future client with respect to a commercial Item 1g
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transaction involving SVCEA, so long as any written waivers required by the California Rules of Professional Conduct are obtained.

13. Client. The Firm’s clients for the purpose of our representation are only the persons and entities identified in this Agreement. Unless expressly agreed, we are not undertaking the representation of any related or affiliated person or entity, nor any of their board members, officers, directors, agents, or employees.

If this Agreement correctly sets forth SVCEA’s understanding of the scope of the services to be rendered to SVCEA by the Firm and if all of the terms set forth in this Agreement are satisfactory, then please sign this Agreement and return it to me so that we will be engaged as SVCEA’s legal counsel. If the scope of services described is incorrect or if the terms set forth are not satisfactory to you, please let us know in order that we can discuss either aspect.

I look forward to continuing to work with SVCEA and thank you once again for the opportunity to be of service.

Sincerely,
Stephen Hall
Principal
I have read and understand the contents of this Agreement and consent to the Firm representing SVCEA on the terms set forth in this Agreement.

SILICON VALLEY CLEAN ENERGY
AUTHORITY:

Dated: ________________, 2024 By:

Name: Monica Padilla
Title: CEO
Item 1g
Attachment 1

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Staff Report – Item 1h
Item 1h: Executive Committee Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Larry Klein, Executive Committee Chair
Date: 5/8/2024
The Executive Committee met April 26, 2024 with four members present and discussed a recommendation to the SVCE Board of Directors to approve necessary agreements for resource adequacy capacity for High Desert Power Project, LLC, feedback on staff’s proposal for the Hanford Hybrid Plant Emissions Mitigation guidelines, and received a presentation on SVCE’s Priority Zone DC Fast Charging 2.0 program.

Kris Van Vactor, Director of Power Resources, presented a request for the Executive Committee to support a recommendation to the Board of Directors to authorize the Chief Executive Officer to execute a Long Form Resource Adequacy (RA) agreement with High Desert Power Project, LLC for a six-year term with expected delivery from January 1, 2027 through December 31, 2032. This agreement is being brought to the Board of Directors because it exceeds the CEO’s authority under the Board-approved Energy Risk Management Policy, which authorizes transactions for RA up to five years in term. The Committee discussed the item, including the following:
• The percentage of natural gas in SVCE’s portfolio, which Staff noted is necessary for reliability purposes and has been decreasing with the inclusion of new renewable and clean power purchase agreements;
• This request is infrequent and a policy amendment on the CEO’s authority for RA transactions is not needed at this time; and
• The resource was offered to SVCE through a Request for Offers whereby all of the bids received were natural gas.

With the above points addressed, the Executive Committee supported staff’s recommendation unanimously and were in consensus that the item could be placed on the Consent Calendar for the May Board of Directors meeting.

Citlalli Sandoval, Senior Regulatory Advisor, presented Staff’s proposal for the Hanford Hybrid Plant Emissions Mitigation Guidelines for input and feedback; staff outlined the objective and key elements of these guidelines.

The Committee supported bringing the item to the May Board of Directors meeting for the Board’s consideration.

Nupur Hiremath, Manager of Decarbonization Programs and Policy, and Hannah Gustafson, Senior Programs Specialist, presented an information item highlighting SVCE’s Priority Zone DCFC 2.0 program, which encourages new DCFCs near MUDs in charging deserts, supports EVI in low-income and priority communities, and assesses effectiveness in accelerating MUD resident adoption of EVs.

Materials from this meeting can be found on SVCE’s website: SVCE Executive Committee Meeting, April 26, 2024
Item 1h
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Agenda Date: 5/8/2024

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The next meeting of the Executive Committee will be May 24, 2024 at 10:00 a.m.; materials will be posted no later than 72 hours in advance of the meeting.

Item 1h
Agenda Item: 1h

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Staff Report – Item 1i
Item 1i: 2024 Legislative Response to Industry Transition Ad Hoc Committee Report To: Silicon Valley Clean Energy Board of Directors
Prepared by: Yvonne Martinez Beltran, Committee Chair
Date: 5/8/2024
The Legislative Response to Industry Transition 2024 Ad Hoc Committee held its first meeting April 4, 2024. I was selected as Chair, and Director Scozzola was selected as Vice Chair of the committee.

The committee received information from staff on the state and federal legislative landscape and discussed priority legislation aligned with SVCE’s 2024 Legislative Policy Platform and focus areas.

The next meeting of the Committee is expected to be held in June and will be scheduled based on member availability.

Item 1i

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Staff Report – Item 1j
Item 1j: California Community Power Report
To: Silicon Valley Clean Energy Board of Directors
From: Monica Padilla, CEO
Date: 5/8/2024
Per direction from the SVCE Board on December 9, 2020 for the CEO to provide a report of the ongoing activities of California Community Power (CC Power) after each of its meetings, this is to report CC Power held a regular board meeting on Wednesday, April 24, 2024.

Attached is a summary report from General Manager Alex Morris; materials from the April board meeting can be found here on the CC Power website: CC Power Meeting, 4/24/24 The next meeting of the board will be May 15, 2024 at 1:00 p.m.; meeting materials can be found on the CC Power website: https://cacommunitypower.org/meetings/
ATTACHMENTS:

1. CA Community Power Board Meeting Summary from General Manager Alex Morris, April 24, 2024 Item 1j
SILICON VALLEY \3/ CLEAN ENERGY

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Item 1j
Attachment 1

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Staff Report – Item 1k
Item 1k: Additional Committee Reports
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Andrea Pizano, Sr. Executive Assistant and Board Clerk Date: 5/8/2024
There are no reports for the Finance and Administration Committee and Audit Committee as they have not met since the last report.

The next meeting of the Finance and Administration Committee will take place Mon., May 13, 2024 at 3:00 p.m.; the Audit Committee will meet in September based on member availability.

Item 1k

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Staff Report – Item 2
Item 2: CEO Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Monica Padilla, CEO
Date: 5/8/2024
Item 2
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REPORT
Staff Updates
Sophia Zhang has been promoted from Power Supply Climate Corp Fellow to Associate Power Analyst after the completion of her fellowship. Sophia first started working at SVCE in September 2023, and has helped support power solicitations and documentation on various Power Resources tools. Sophia will continue to work on analyzing procurement needs and contribute to the Power Resources team.

Adam Selvin, Director of Energy Services and Community Relations, is leaving SVCE to join PG&E where he will focus on energizing the City of San Jose. While at SVCE, Adam effectively led his department and initiated several new pilots including a first of its kind Commercial/Industrial decarbonization program. Adam’s last day is May 9, 2024. In the interim, Don Bray will take on some of Adam’s responsibilities and Pam Leonard, Deputy Director of Marketing and Communications, will report directly to the CEO.

Personnel Officer Update
Recruitment is underway for two positions for the Power Resources & Operations department. SVCE currently has one job posting: Deputy Board Clerk/Administrative Assistant. Job descriptions and applications can be found on SVCE’s website: Current Job Openings
CalCCA Annual Conference
Thank you to board members and staff who attended the CalCCA annual conference April 16-18, 2024 in San Jose. SVCE’s presence was felt both in attendance and during the conference program, with Don Bray, Dir. of Strategic Development, facilitating the “Creating a Path to Net Zero: Large Customer Collaborations” workshop, and Maren Wenzel, Dir. of Regulatory, Policy and Planning, facilitated a discussion with Fong Wan, PG&E’s former Senior Vice President of Energy Policy and Procurement. SVCE also took home a Community Impact Award in the decarbonization category for our Decarbonization Demonstration Grants program.

Presentations from the conference can be found here: 2024 CalCCA Conference presentations.

External Presentations & Relevant Meetings Attended by CEO - Participated in CalCCA Monthly board meeting;
- 4/24/24, CC Power Board Meeting (meeting report included on Consent Calendar) Clean Energy Update
Availability of clean energy resources continues to be scarce and expensive. On several occasions, staff has unsuccessfully solicited short-term clean resources to meet 2024/25 needs. For calendar 2024 and 2025, current clean energy supply, as a percent of retail sales, is 83% and 85%, respectively. For 2024, the Board approved providing less than 100% clean supply for GreenStart customers. Staff plans to come to the Board with an update on GreenStart for 2024 and recommendation for 2025.

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Silicon Valley Clean Energy Board of DirectorsMay 8, 2024

Silicon Valley Clean Energy Board of Directors
May 8, 2024