Agenda packet — Silicon Valley Clean Energy Board of Directors, August 14, 2024 (part 2 of 4)

Staff Report – Item 1h
Item 1h: Receive July 2024 Update for All Retail Rates
From: Monica Padilla, CEO
Prepared by: Peyton Parks, Energy Services Principal
Kaley Dodson, Energy Services Specialist
Date: 8/14/2024

RECOMMENDATION
Staff requests the Board of Directors (Board) receive this July 2024 rate update to maintain a four percent (4%) discount relative to all corresponding PG&E rates, as per the discount level approved by the Board on December 13, 2023 with the adoption of Resolution 2023-20, Resolution Approving Customer Generation Rates and Additional Fiscal Year 2023-2024 Budget Funding Items.

BACKGROUND
At the December 13, 2023 meeting of the SVCE Board of Directors, the Board adopted a 4% generation rate discount relative to PG&E for calendar year 2024. Following this direction, SVCE staff provided a full accompaniment of final SVCE generation rates for the Board’s approval at the January 10, 2024 meeting.

PG&E recently amended peak versus off-peak price (POPP) rate differentials for generation components of E-TOU-C and EM-TOU rate schedules. Additionally, the California Public Utilities Commission (CPUC) voted on several proposals from PG&E on June 20, 2024, which impacted PG&E’s generation rates beginning July 1, 2024. This downward movement of PG&E’s generation rates was expected, discussed with the Board, and accounted for in the current fiscal year budget.

At the June 12, 2024 meeting of the SVCE Board of Directors, the Board approved a July 2024 rate update to maintain a 4% discount relative to all corresponding PG&E rates. Since then, staff have amended SVCE’s rates effective July 1, 2024.

ANALYSIS & DISCUSSION
PG&E published new rates on June 27, 2024, which became effective on July 1, 2024. Generation rates decreased due to the six-month Energy Resource Recovery Account (ERRA) Trigger balance recovery ending on June 30, 2024. This rate change was anticipated and incorporated in the budget analysis and discussion provided to the Board in December 2023. SVCE staff calculated generation rates based on a Board-directed 4% discount to comparable PG&E generation rates. As a result, SVCE’s rates decreased by twelve percent (12%) on average. Staff are forecasting rates to increase again later this year when PG&E is expected to add new fees.

STRATEGIC PLAN
Rate alignment is reflected in SVCE Strategic Plan Goal 12: “Enact and maintain competitive service offerings for SVCE customers that deliver measurable economic and environmental benefits.” Item 1h
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1h Agenda Date: 8/14/2024

Page 2 of 2 ends

FISCAL IMPACT
The fiscal impact of this rate change relative to the existing budget is negligible, as this rate change has been modeled and accounted for in the existing FY 23-24 Operating Budget.

ATTACHMENTS

1. Updated Residential SVCE rate sheet, effective 7/1/2024

2. Updated Commercial SVCE rate sheet, effective 7/1/2024 Item 1h
Silicon Valley Clean Energy
Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
E-1 Year-round 0.13816$ $ 0.15024 $ Rates applicable to all usage throughout the year 0.15650 E-6 Summer (Jun-Sep)
SUMMER PEAK NA NA NA Rate retired as of March 1, 2024
SUMMER PART-PEAK NA NA NA Rate retired as of March 1, 2024 SUMMER OFF-PEAK NA NA NA Rate retired as of March 1, 2024 Winter (Oct-May)
WINTER PART-PEAK NA NA NA Rate retired as of March 1, 2024 WINTER OFF-PEAK NA NA NA Rate retired as of March 1, 2024 EV-A, EV-B Summer (May-Oct)
SUMMER PEAK 0.29808$ $ 0.31016 $ 0.32308 2:00 p.m. to 9:00 p.m. Monday through Friday, 3:00 p.m. to 7:00 p.m. Saturday, Sunday and Holidays
SUMMER PART-PEAK 0.16035$ $ 0.17243 $ 0.17961 7:00 a.m. to 2:00 p.m. and 9:00 p.m. to 11:00 p.m. Monday through Friday, except holidays
SUMMER OFF-PEAK 0.11582$ $ 0.12790 $ 0.13323 All other hours Winter (Nov-Apr)
WINTER PEAK 0.11140$ $ 0.12348 $ 0.12862 2:00 p.m. to 9:00 p.m. Monday through Friday. 3:00 p.m. to 7:00 p.m. Saturday, Sunday and Holidays
WINTER PART-PEAK 0.08754$ $ 0.09962 $ 0.10377 7:00 a.m. to 2:00 p.m. and 9:00 p.m. to 11:00 p.m. Monday through Friday, except holidays
WINTER OFF-PEAK 0.08754$ $ 0.09962 $ 0.10377 All other hours Item 1h
Attachment 1
Residential Generation Rates
©

SILICONVALLEY

CLEAN ENERGY
1 1
Silicon Valley Clean Energy
Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
EV-2A Summer (Jun-Sep)
SUMMER PEAK 0.19772$ $ 0.20980 $ 4:00 p.m. to 9:00 p.m. every day including weekends and holidays 0.21854 SUMMER PART-PEAK 0.15480$ $ 0.16688 $ 0.17383 3:00 p.m. to 4:00 p.m. and 9:00 p.m. to 12:00 a.m. every day including weekends and holidays
SUMMER OFF-PEAK 0.11530$ $ 0.12738 $ 0.13269 All other hours Winter (Oct-May)
WINTER PEAK 0.14311$ $ 0.15519 $ 4:00 p.m. to 9:00 p.m. every day including weekends and holidays 0.16166 WINTER PART-PEAK 0.13113$ $ 0.14321 $ 0.14918 3:00 p.m. to 4:00 p.m. and 9:00 p.m. to 12:00 a.m. every day including weekends and holidays
WINTER OFF-PEAK 0.10859$ $ 0.12067 $ 0.12570 All other hours E-ELEC Summer (Jun-Sep)
SUMMER PEAK 0.31041$ $ 0.32249 $ 4:00 p.m. to 9:00 p.m. every day including weekends and holidays 0.29317 SUMMER PART-PEAK 0.18198$ $ 0.19406 $ 0.19406 3:00 p.m. to 4:00 p.m. and 9:00 p.m. to 12:00 a.m. every day including weekends and holidays
SUMMER OFF-PEAK 0.09219$ $ 0.10427 $ 0.14896 All other hours Winter (Oct-May)
WINTER PEAK 0.13208$ $ 0.14416 $ 4:00 p.m. to 9:00 p.m. every day including weekends and holidays 0.13105 WINTER PART-PEAK 0.09900$ $ 0.11108 $ 0.11108 3:00 p.m. to 4:00 p.m. and 9:00 p.m. to 12:00 a.m. every day including weekends and holidays
WINTER OFF-PEAK 0.05633$ $ 0.06841 $ 0.09773 All other hours Item 1h
Attachment 1
Residential Generation Rates
SILICON VALLEY <3/ CLEAN ENERGY
Silicon Valley Clean Energy
Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
E-TOU-B Summer (Jun-Sep)
SUMMER PEAK 0.24879$ $ 0.26087 $ 0.27174 4:00 p.m. to 9:00 p.m. Monday through Friday SUMMER OFF-PEAK 0.13065$ $ 0.14273 $ 0.14868 All other times including Holidays Winter (Oct-May)
WINTER PEAK 0.14703$ $ 0.15911 $ 0.16574 4:00 p.m. to 9:00 p.m. Monday through Friday WINTER OFF-PEAK 0.10978$ $ 0.12186 $ 0.12694 All other times including Holidays E-TOU-C Summer (Jun-Sep)
SUMMER PEAK 0.20251$ $ 0.21459 $ 0.22353 4:00 p.m. to 9:00 p.m. everyday SUMMER OFF-PEAK 0.12283$ $ 0.13491 $ 0.14053 All other times Winter (Oct-May)
WINTER PEAK 0.14485$ $ 0.15693 $ 0.16347 4:00 p.m. to 9:00 p.m. everyday WINTER OFF-PEAK 0.11924$ $ 0.13132 $ 0.13679 All other times Item 1h
Attachment 1
Residential Generation Rates
©

SILICONVALLEY

CLEAN ENERGY
Silicon Valley Clean Energy
Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
E-TOU-D Summer (Jun-Sep)
SUMMER PEAK 0.21327$ $ 0.22535 $ 0.23474 5:00 p.m. to 8:00 p.m. Monday - Friday SUMMER OFF-PEAK 0.11251$ $ 0.12459 $ 0.12978 All other times including Holidays Winter (Oct-May)
WINTER PEAK 0.17404$ $ 0.18612 $ 0.19387 5:00 p.m. to 8:00 p.m. Monday - Friday WINTER OFF-PEAK 0.14036$ $ 0.15244 $ 0.15879 All other times including Holidays GreenPrime + $ 0.01500 Same as applicable rate, with 0.015/kWh adder for 100% Renewable energy 1 SVCE Generation Rates, without added PG&E fees, effective 7/1/2024 2 SVCE Generation Service reflects our price for Generation, with added PG&E fees (PCIA and Franchise Fees), effective 7/1/2024 3 PG&E Generation service rate effective 7/1/2024
Item 1h
Attachment 1
Residential Generation Rates
©

SILICONVALLEY

CLEAN ENERGY
1 1 1 1
Silicon Valley Clean Energy Small Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
A-1-A Summer (May-Oct) $ 0.14987 $ 0.16145 $ Rates applicable to all usage throughout the season 0.16818 Winter (Nov-Apr) $ 0.11134 $ 0.12292 $ Rates applicable to all usage throughout the season 0.12804 A-1-B Summer (May-Oct)
PEAK 0.15260$ $ 0.16418 $ 12 Noon to 6 P.M. Monday through Friday (except holidays) 0.17102 PART-PEAK 0.15260$ $ 0.16418 $ 8:30 A.M. to 12 Noon and 6 P.M. to 9:30 P.M. Monday through Friday (except holidays) 0.17102 OFF-PEAK 0.12889$ $ 0.14047 $ 9:30 P.M. to 8:30 A.M. Monday through Friday, all day Saturday and Sunday, holidays 0.14632 Winter (Nov-Apr)
PART-PEAK 0.12309$ $ 0.13467 $ 8:30 A.M. to 9:30 P.M. Monday through Friday (except holidays) 0.14028 OFF-PEAK 0.12253$ $ 0.13411 $ 9:30 P.M. to 8:30 A.M. Monday through Friday, all day Saturday and Sunday, holidays 0.13970 B-1 Summer (Jun-Sep)
PEAK 0.19180$ $ 0.20338 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.21185 PART-PEAK 0.14454$ $ 0.15612 $ 2:00 p.m. to 4:00 p.m. and 9:00 p.m. to 11:00 p.m.; Every day, including weekends and holidays 0.16262 OFF-PEAK 0.12456$ $ 0.13614 $ All other hours 0.14181
Winter (Oct-May)
PEAK 0.13876$ $ 0.15034 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.15660 OFF-PEAK 0.12328$ $ 0.13486 $ All other hours 0.14048
SUPER OFF-PEAK 0.10752$ $ 0.11910 $ 9:00 a.m. to 2:00 p.m.; Every day in March, April, and May only, including weekends and holidays 0.12406 Item 1h
Attachment 2
Non-residential Generation Rates
©

SILICONVALLEY

CLEAN ENERGY
Silicon Valley Clean Energy Small Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
A-6 Summer (May-Oct)
PEAK 0.16573$ $ 0.17731 $ 12 Noon to 6 P.M. Monday through Friday (except holidays) 0.18470 PART-PEAK 0.16573$ $ 0.17731 $ 8:30 A.M. to 12 Noon and 6 P.M. to 9:30 P.M. Monday through Friday (except holidays) 0.18470 OFF-PEAK 0.13333$ $ 0.14491 $ 9:30 P.M. to 8:30 A.M. Monday through Friday, all day Saturday and Sunday, holidays 0.15095 Winter (Nov-Apr)
PART-PEAK 0.12433$ $ 0.13591 $ 8:30 A.M. to 9:30 P.M. Monday through Friday (except holidays) 0.14157 OFF-PEAK 0.12365$ $ 0.13523 $ 9:30 P.M. to 8:30 A.M. Monday through Friday and all day Saturday and Sunday, holidays 0.14086 B-6 Summer (Jun-Sep)
PEAK 0.28229$ $ 0.29387 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.30611 OFF-PEAK 0.11915$ $ 0.13073 $ All other hours 0.13618
Winter (Oct-May)
PEAK 0.14748$ $ 0.15906 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.16569 OFF-PEAK 0.10951$ $ 0.12109 $ All other hours 0.12614
SUPER OFF-PEAK 0.07488$ $ 0.08646 $ 9:00 a.m. to 2:00 p.m.; Every day in March, April, and May only, including weekends and holidays 0.09006 Item 1h
Attachment 2
Non-residential Generation Rates
©

SILICONVALLEY

CLEAN ENERGY
Silicon Valley Clean Energy Medium Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
A-10-A Summer (May-Oct) $ 0.15031 $ 0.16253 $ Rates applicable to all usage throughout the season 0.16930 SUMMER MAX (kW) -$ $ - $ -
Winter (Nov-Apr) $ 0.12942 $ 0.14164 $ Rates applicable to all usage throughout the season 0.14754 A-10-B Summer (May-Oct)
PEAK 0.16331$ $ 0.17553 $ 12 Noon to 6 P.M. Monday through Friday (except holidays) 0.18284 PART-PEAK 0.16331$ $ 0.17553 $ 8:30 A.M. to 12 Noon and 6 P.M. to 9:30 P.M. Monday through Friday (except holidays) 0.18284 OFF-PEAK 0.13759$ $ 0.14981 $ 9:30 P.M. to 8:30 A.M. Monday through Friday, all day Saturday and Sunday, holidays 0.15605 SUMMER MAX (kW) -$ $ - $ -
Winter (Nov-Apr)
PART-PEAK 0.13007$ $ 0.14229 $ 8:30 A.M. to 9:30 P.M. Monday through Friday (except holidays) 0.14822 OFF-PEAK 0.12939$ $ 0.14161 $ 9:30 P.M. to 8:30 A.M. Monday through Friday, all day Saturday and Sunday, holidays 0.14751 A-10-B-P Summer (May-Oct)
PEAK 0.14735$ $ 0.15957 $ 12 Noon to 6 P.M. Monday through Friday (except holidays) 0.16622 PART-PEAK 0.14735$ $ 0.15957 $ 8:30 A.M. to 12 Noon and 6 P.M. to 9:30 P.M. Monday through Friday (except holidays) 0.16622 OFF-PEAK 0.12304$ $ 0.13526 $ 9:30 P.M. to 8:30 A.M. Monday through Friday, all day Saturday and Sunday, holidays 0.14090 SUMMER MAX (kW) -$ $ - $ -
Winter (Nov-Apr)
PART-PEAK 0.11592$ $ 0.12814 $ 8:30 A.M. to 9:30 P.M. Monday through Friday (except holidays) 0.13348 OFF-PEAK 0.11528$ $ 0.12750 $ 9:30 P.M. to 8:30 A.M. Monday through Friday, all day Saturday and Sunday, holidays 0.13281 Item 1h
Attachment 2
Non-residential Generation Rates
©

SILICONVALLEY

CLEAN ENERGY
Silicon Valley Clean Energy Medium Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
A-10-B-T Summer (May-Oct)
PEAK 0.12659$ $ 0.13881 $ 12 Noon to 6 P.M. Monday through Friday (except holidays) 0.14459 PART-PEAK 0.12659$ $ 0.13881 $ 8:30 A.M. to 12 Noon and 6 P.M. to 9:30 P.M. Monday through Friday (except holidays) 0.14459 OFF-PEAK 0.10292$ $ 0.11514 $ 9:30 P.M. to 8:30 A.M. Monday through Friday, all day Saturday and Sunday, holidays 0.11994 SUMMER MAX (kW) -$ $ - $ -
Winter (Nov-Apr)
PART-PEAK 0.09597$ $ 0.10819 $ 8:30 A.M. to 9:30 P.M. Monday through Friday (except holidays) 0.11270 OFF-PEAK 0.09534$ $ 0.10756 $ 9:30 P.M. to 8:30 A.M. Monday through Friday, all day Saturday and Sunday, holidays 0.11204 B-10-S Summer (Jun-Sep)
PEAK 0.21732$ $ 0.22954 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.23910 PART-PEAK 0.15810$ $ 0.17032 $ 2:00 p.m. to 4:00 p.m. and 9:00 p.m. to 11:00 p.m.; Every day, including weekends and holidays 0.17742 OFF-PEAK 0.12684$ $ 0.13906 $ All other hours 0.14485
Winter (Oct-May)
PEAK 0.16160$ $ 0.17382 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.18106 OFF-PEAK 0.12754$ $ 0.13976 $ All other hours 0.14558
SUPER OFF-PEAK 0.09265$ $ 0.10487 $ 9:00 a.m. to 2:00 p.m.; Every day in March, April and May only, including weekends and holidays 0.10924 Item 1h
Attachment 2
Non-residential Generation Rates
©

SILICONVALLEY

CLEAN ENERGY
Silicon Valley Clean Energy Medium Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
B-10-P Summer (Jun-Sep)
PEAK 0.19948$ $ 0.21170 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.22052 PART-PEAK 0.14351$ $ 0.15573 $ 2:00 p.m. to 4:00 p.m. and 9:00 p.m. to 11:00 p.m.; Every day, including weekends and holidays 0.16222 OFF-PEAK 0.11391$ $ 0.12613 $ All other hours 0.13139
Winter (Oct-May)
PEAK 0.14703$ $ 0.15925 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.16589 OFF-PEAK 0.11475$ $ 0.12697 $ All other hours 0.13226
SUPER OFF-PEAK 0.07986$ $ 0.09208 $ 9:00 a.m. to 2:00 p.m.; Every day in March, April and May only, including weekends and holidays 0.09592 B-10-T Summer (Jun-Sep)
PEAK 0.17741$ $ 0.18963 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.19753 PART-PEAK 0.12294$ $ 0.13516 $ 2:00 p.m. to 4:00 p.m. and 9:00 p.m. to 11:00 p.m.; Every day, including weekends and holidays 0.14079 OFF-PEAK 0.09407$ $ 0.10629 $ All other hours 0.11072
Winter (Oct-May)
PEAK 0.12648$ $ 0.13870 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.14448 OFF-PEAK 0.09496$ $ 0.10718 $ All other hours 0.11165
SUPER OFF-PEAK 0.06008$ $ 0.07230 $ 9:00 a.m. to 2:00 p.m.; Every day in March, April and May only, including weekends and holidays 0.07531 Item 1h
Attachment 2
Non-residential Generation Rates
©

SILICONVALLEY

CLEAN ENERGY
Silicon Valley Clean Energy Medium Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
BEV1 Summer/Winter
PEAK 0.27524$ $ 0.28557 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.29747 OFF-PEAK 0.09998$ $ 0.11031 $ 2:00 p.m. to 4:00 p.m. and 9:00 p.m. to 9:00 a.m.; Every day, including weekends and holidays 0.11491 SUPER OFF-PEAK 0.07561$ $ 0.08594 $ 9:00 a.m. to 2:00 p.m.; Every day, including weekends and holidays 0.08952 BEV2S Summer/Winter
PEAK 0.29266$ $ 0.30407 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.31674 OFF-PEAK 0.09743$ $ 0.10884 $ 2:00 p.m. to 4:00 p.m. and 9:00 p.m. to 9:00 a.m.; Every day, including weekends and holidays 0.11338 SUPER OFF-PEAK 0.07305$ $ 0.08446 $ 9:00 a.m. to 2:00 p.m.; Every day, including weekends and holidays 0.08798 BEV2P Summer/Winter
PEAK 0.28270$ $ 0.29411 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.30636 OFF-PEAK 0.09455$ $ 0.10596 $ 2:00 p.m. to 4:00 p.m. and 9:00 p.m. to 9:00 a.m.; Every day, including weekends and holidays 0.11038 SUPER OFF-PEAK 0.07132$ $ 0.08273 $ 9:00 a.m. to 2:00 p.m.; Every day, including weekends and holidays 0.08618 Item 1h
Attachment 2
Non-residential Generation Rates
©

SILICONVALLEY

CLEAN ENERGY
Silicon Valley Clean Energy Large Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
E-19-S Summer (May-Oct)
PEAK 0.09992$ $ 0.11138 $ 12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 0.11602 PART-PEAK 0.09992$ $ 0.11138 $ 0.11602 8:30 a.m. to 12:00 noon Monday through Friday AND 6:00 p.m. to 9:30 p.m. Monday through Friday (except holidays) OFF-PEAK 0.09399$ $ 0.10545 $ 0.10984 9:30 p.m. to 8:30 a.m. Monday through Friday, and All day Saturday, Sunday, and holidays
PEAK (kW) 13.72$ $ 13.72 $ 14.29
PART-PEAK (kW) 13.72$ $ 13.72 $ 14.29
Winter (Nov-Apr)
PART-PEAK 0.09141$ $ 0.10287 $ 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays) 0.10716 OFF-PEAK 0.09071$ $ 0.10217 $ 0.10643 9:30 p.m. to 8:30 a.m. Monday through Friday, All day Saturday, Sunday, and holidays
E-19-P Summer (May-Oct)
PEAK 0.08866$ $ 0.10012 $ 12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 0.10429 PART-PEAK 0.08866$ $ 0.10012 $ 0.10429 8:30 a.m. to 12:00 noon Monday through Friday AND 6:00 p.m. to 9:30 p.m. Monday through Friday (except holidays) OFF-PEAK 0.08292$ $ 0.09438 $ 0.09831 9:30 p.m. to 8:30 a.m. Monday through Friday, and All day Saturday, Sunday, and holidays
PEAK (kW) 12.18$ $ 12.18 $ 12.69
PART-PEAK (kW) 12.18$ $ 12.18 $ 12.69
Winter (Nov-Apr)
PART-PEAK 0.08044$ $ 0.09190 $ 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays) 0.09573 OFF-PEAK 0.07977$ $ 0.09123 $ 0.09503 9:30 p.m. to 8:30 a.m. Monday through Friday, All day Saturday, Sunday, and holidays
Item 1h
Attachment 2
Non-residential Generation Rates
©

SILICONVALLEY

CLEAN ENERGY
Silicon Valley Clean Energy Large Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
E-19-T Summer (May-Oct)
PEAK 0.07735$ $ 0.08881 $ 12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 0.09251 PART-PEAK 0.07735$ $ 0.08881 $ 0.09251 8:30 a.m. to 12:00 noon Monday through Friday AND 6:00 p.m. to 9:30 p.m. Monday through Friday (except holidays) OFF-PEAK 0.07172$ $ 0.08318 $ 0.08665 9:30 p.m. to 8:30 a.m. Monday through Friday, and All day Saturday, Sunday, and holidays
PEAK (kW) 13.34$ $ 13.34 $ 13.90
PART-PEAK (kW) 13.34$ $ 13.34 $ 13.90
Winter (Nov-Apr)
PART-PEAK 0.06931$ $ 0.08077 $ 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays) 0.08414 OFF-PEAK 0.06865$ $ 0.08011 $ 0.08345 9:30 p.m. to 8:30 a.m. Monday through Friday, All day Saturday, Sunday, and holidays
E-19-R-S Summer (May-Oct)
PEAK 0.16027$ $ 0.17173 $ 12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 0.17889 PART-PEAK 0.16027$ $ 0.17173 $ 0.17889 8:30 a.m. to 12:00 noon Monday through Friday AND 6:00 p.m. to 9:30 p.m. Monday through Friday (except holidays) OFF-PEAK 0.12845$ $ 0.13991 $ 0.14574 9:30 p.m. to 8:30 a.m. Monday through Friday, and All day Saturday, Sunday, and holidays
Winter (Nov-Apr)
PART-PEAK 0.12596$ $ 0.13742 $ 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays) 0.14315 OFF-PEAK 0.12528$ $ 0.13674 $ 0.14244 9:30 p.m. to 8:30 a.m. Monday through Friday, All day Saturday, Sunday, and holidays
Item 1h
Attachment 2
Non-residential Generation Rates
©

SILICONVALLEY

CLEAN ENERGY
Silicon Valley Clean Energy Large Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
E-19-R-P Summer (May-Oct)
PEAK 0.13938$ $ 0.15084 $ 12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 0.15712 PART-PEAK 0.13938$ $ 0.15084 $ 0.15712 8:30 a.m. to 12:00 noon Monday through Friday AND 6:00 p.m. to 9:30 p.m. Monday through Friday (except holidays) OFF-PEAK 0.11120$ $ 0.12266 $ 0.12777 9:30 p.m. to 8:30 a.m. Monday through Friday, and All day Saturday, Sunday, and holidays
Winter (Nov-Apr)
PART-PEAK 0.10883$ $ 0.12029 $ 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays) 0.12530 OFF-PEAK 0.10818$ $ 0.11964 $ 0.12463 9:30 p.m. to 8:30 a.m. Monday through Friday, All day Saturday, Sunday, and holidays
E-19-R-T Summer (May-Oct)
PEAK 0.13279$ $ 0.14425 $ 12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 0.15026 PART-PEAK 0.13279$ $ 0.14425 $ 0.15026 8:30 a.m. to 12:00 noon Monday through Friday AND 6:00 p.m. to 9:30 p.m. Monday through Friday (except holidays) OFF-PEAK 0.10816$ $ 0.11962 $ 0.12460 9:30 p.m. to 8:30 a.m. Monday through Friday, and All day Saturday, Sunday, and holidays
Winter (Nov-Apr)
PART-PEAK 0.10582$ $ 0.11728 $ 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays) 0.12217 OFF-PEAK 0.10519$ $ 0.11665 $ 0.12151 9:30 p.m. to 8:30 a.m. Monday through Friday, All day Saturday, Sunday, and holidays
Item 1h
Attachment 2
Non-residential Generation Rates
©

SILICONVALLEY

CLEAN ENERGY
Silicon Valley Clean Energy Large Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
B-19-S Summer (Jun-Sep)
PEAK 0.16667$ $ 0.17813 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.18555 PART-PEAK 0.12397$ $ 0.13543 $ 2:00 p.m. to 4:00 p.m. and 9:00 p.m. to 11:00 p.m.; Every day, including weekends and holidays 0.14107 OFF-PEAK 0.09377$ $ 0.10523 $ All other hours 0.10961
PEAK 21.47$ $ 21.47 $ 22.36
PART-PEAK (kW) 3.12$ $ 3.12 $ 3.25
Winter (Oct-May)
PEAK 0.13955$ $ 0.15101 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.15730 OFF-PEAK 0.09365$ $ 0.10511 $ All other hours 0.10949
SUPER OFF-PEAK 0.03208$ $ 0.04354 $ 9:00 a.m. to 2:00 p.m.; Every day in March, April and May, including weekends and holidays 0.04535 PEAK (kW) 2.54$ $ 2.54 $ 2.65
B-19-P Summer (Jun-Sep)
PEAK 0.14415$ $ 0.15561 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.16209 PART-PEAK 0.11174$ $ 0.12320 $ 2:00 p.m. to 4:00 p.m. and 9:00 p.m. to 11:00 p.m.; Every day, including weekends and holidays 0.12833 OFF-PEAK 0.08354$ $ 0.09500 $ All other hours 0.09896
PEAK (kW) 18.03$ $ 18.03 $ 18.78
PART-PEAK (kW) 2.64$ $ 2.64 $ 2.75
Winter (Oct-May)
PEAK 0.12530$ $ 0.13676 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.14246 OFF-PEAK 0.08389$ $ 0.09535 $ All other hours 0.09932
SUPER OFF-PEAK 0.02497$ $ 0.03643 $ 9:00 a.m. to 2:00 p.m.; Every day in March, April and May, including weekends and holidays 0.03795 PEAK (kW) 1.85$ $ 1.85 $ 1.93
Item 1h
Attachment 2
Non-residential Generation Rates
©

SILICONVALLEY

CLEAN ENERGY
Silicon Valley Clean Energy Large Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
B-19-T Summer (Jun-Sep)
PEAK 0.13059$ $ 0.14205 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.14797 PART-PEAK 0.11683$ $ 0.12829 $ 2:00 p.m. to 4:00 p.m. and 9:00 p.m. to 11:00 p.m.; Every day, including weekends and holidays 0.13364 OFF-PEAK 0.08755$ $ 0.09901 $ All other hours 0.10314
PEAK (kW) 16.19$ $ 16.19 $ 16.86
PART-PEAK (kW) 4.05$ $ 4.05 $ 4.22
Winter (Oct-May)
PEAK 0.12966$ $ 0.14112 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.14700 OFF-PEAK 0.08820$ $ 0.09966 $ All other hours 0.10381
SUPER OFF-PEAK 0.02722$ $ 0.03868 $ 9:00 a.m. to 2:00 p.m.; Every day in March, April and May, including weekends and holidays 0.04029 PEAK (kW) 1.56$ $ 1.56 $ 1.62
B-19-R-S / B-19-ST-S Summer (Jun-Sep)
PEAK 0.28098$ $ 0.29244 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.30463 PART-PEAK 0.15084$ $ 0.16230 $ 2:00 p.m. to 4:00 p.m. and 9:00 p.m. to 11:00 p.m.; Every day, including weekends and holidays 0.16906 OFF-PEAK 0.11387$ $ 0.12533 $ All other hours 0.13055
Winter (Oct-May)
PEAK 0.15443$ $ 0.16589 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.17280 OFF-PEAK 0.11380$ $ 0.12526 $ All other hours 0.13048
SUPER OFF-PEAK 0.07941$ $ 0.09087 $ 9:00 a.m. to 2:00 p.m.; Every day in March, April and May, including weekends and holidays 0.09466 Item 1h
Attachment 2
Non-residential Generation Rates
©

SILICONVALLEY

CLEAN ENERGY
Silicon Valley Clean Energy Large Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
B-19-R-P / B-19-ST-P Summer (Jun-Sep)
PEAK 0.25119$ $ 0.26265 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.27359 PART-PEAK 0.13259$ $ 0.14405 $ 2:00 p.m. to 4:00 p.m. and 9:00 p.m. to 11:00 p.m.; Every day, including weekends and holidays 0.15005 OFF-PEAK 0.09861$ $ 0.11007 $ All other hours 0.11466
Winter (Oct-May)
PEAK 0.13486$ $ 0.14632 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.15242 OFF-PEAK 0.09872$ $ 0.11018 $ All other hours 0.11477
SUPER OFF-PEAK 0.06433$ $ 0.07579 $ 9:00 a.m. to 2:00 p.m.; Every day in March, April and May, including weekends and holidays 0.07895 B-19-R-T / B-19-ST-T Summer (Jun-Sep)
PEAK 0.21942$ $ 0.23088 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.24050 PART-PEAK 0.14118$ $ 0.15264 $ 2:00 p.m. to 4:00 p.m. and 9:00 p.m. to 11:00 p.m.; Every day, including weekends and holidays 0.15900 OFF-PEAK 0.10072$ $ 0.11218 $ All other hours 0.11685
Winter (Oct-May)
PEAK 0.13325$ $ 0.14471 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.15074 OFF-PEAK 0.10092$ $ 0.11238 $ All other hours 0.11706
SUPER OFF-PEAK 0.06653$ $ 0.07799 $ 9:00 a.m. to 2:00 p.m.; Every day in March, April and May, including weekends and holidays 0.08124 Item 1h
Attachment 2
Non-residential Generation Rates
©

SILICONVALLEY

CLEAN ENERGY
Silicon Valley Clean Energy Large Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
E-20-S Summer (May-Oct)
PEAK 0.09402$ $ 0.10509 $ 12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 0.10947 PART-PEAK 0.09402$ $ 0.10509 $ 0.10947 8:30 a.m. to 12:00 noon Monday through Friday AND 6:00 p.m. to 9:30 p.m. Monday through Friday (except holidays) OFF-PEAK 0.08822$ $ 0.09929 $ 0.10343 9:30 p.m. to 8:30 a.m. Monday through Friday, and All day Saturday, Sunday, and holidays
PEAK (kW) 12.99$ $ 12.99 $ 13.53
PART-PEAK (kW) 12.99$ $ 12.99 $ 13.53
Winter (Nov-Apr)
PART-PEAK 0.08569$ $ 0.09676 $ 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays) 0.10079 OFF-PEAK 0.08499$ $ 0.09606 $ 0.10006 9:30 p.m. to 8:30 a.m. Monday through Friday, All day Saturday, Sunday, and holidays
E-20-P Summer (May-Oct)
PEAK 0.09266$ $ 0.10317 $ 12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 0.10747 PART-PEAK 0.09266$ $ 0.10317 $ 0.10747 8:30 a.m. to 12:00 noon Monday through Friday AND 6:00 p.m. to 9:30 p.m. Monday through Friday (except holidays) OFF-PEAK 0.08693$ $ 0.09744 $ 0.10150 9:30 p.m. to 8:30 a.m. Monday through Friday, and All day Saturday, Sunday, and holidays
PEAK (kW) 14.17$ $ 14.17 $ 14.76
PART-PEAK (kW) 14.17$ $ 14.17 $ 14.76
Winter (Nov-Apr)
PART-PEAK 0.08446$ $ 0.09497 $ 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays) 0.09893 OFF-PEAK 0.08380$ $ 0.09431 $ 0.09824 9:30 p.m. to 8:30 a.m. Monday through Friday, All day Saturday, Sunday, and holidays
Item 1h
Attachment 2
Non-residential Generation Rates
©

SILICONVALLEY

CLEAN ENERGY
Silicon Valley Clean Energy Large Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
E-20-T Summer (May-Oct)
PEAK 0.08246$ $ 0.09221 $ 12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 0.09605 PART-PEAK 0.08246$ $ 0.09221 $ 0.09605 8:30 a.m. to 12:00 noon Monday through Friday AND 6:00 p.m. to 9:30 p.m. Monday through Friday (except holidays) OFF-PEAK 0.07666$ $ 0.08641 $ 0.09001 9:30 p.m. to 8:30 a.m. Monday through Friday, and All day Saturday, Sunday, and holidays
PEAK (kW) 17.66$ $ 17.66 $ 18.40
PART-PEAK (kW) 17.66$ $ 17.66 $ 18.40
Winter (Nov-Apr)
PART-PEAK 0.07417$ $ 0.08392 $ 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays) 0.08742 OFF-PEAK 0.07350$ $ 0.08325 $ 0.08672 9:30 p.m. to 8:30 a.m. Monday through Friday, All day Saturday, Sunday, and holidays
E-20-R-S Summer (May-Oct)
PEAK 0.15083$ $ 0.16190 $ 12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 0.16865 PART-PEAK 0.15083$ $ 0.16190 $ 0.16865 8:30 a.m. to 12:00 noon Monday through Friday AND 6:00 p.m. to 9:30 p.m. Monday through Friday (except holidays) OFF-PEAK 0.12168$ $ 0.13275 $ 0.13828 9:30 p.m. to 8:30 a.m. Monday through Friday, and All day Saturday, Sunday, and holidays
Winter (Nov-Apr)
PART-PEAK 0.11919$ $ 0.13026 $ 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays) 0.13569 OFF-PEAK 0.11851$ $ 0.12958 $ 0.13498 9:30 p.m. to 8:30 a.m. Monday through Friday, All day Saturday, Sunday, and holidays
Item 1h
Attachment 2
Non-residential Generation Rates
©

SILICONVALLEY

CLEAN ENERGY
Silicon Valley Clean Energy Large Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
E-20-R-P Summer (May-Oct)
PEAK 0.14540$ $ 0.15591 $ 12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 0.16241 PART-PEAK 0.14540$ $ 0.15591 $ 0.16241 8:30 a.m. to 12:00 noon Monday through Friday AND 6:00 p.m. to 9:30 p.m. Monday through Friday (except holidays) OFF-PEAK 0.11512$ $ 0.12563 $ 0.13086 9:30 p.m. to 8:30 a.m. Monday through Friday, and All day Saturday, Sunday, and holidays
Winter (Nov-Apr)
PART-PEAK 0.11274$ $ 0.12325 $ 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays) 0.12839 OFF-PEAK 0.11210$ $ 0.12261 $ 0.12772 9:30 p.m. to 8:30 a.m. Monday through Friday, All day Saturday, Sunday, and holidays
E-20-R-T Summer (May-Oct)
PEAK 0.13704$ $ 0.14679 $ 12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 0.15291 PART-PEAK 0.13704$ $ 0.14679 $ 0.15291 8:30 a.m. to 12:00 noon Monday through Friday AND 6:00 p.m. to 9:30 p.m. Monday through Friday (except holidays) OFF-PEAK 0.10708$ $ 0.11683 $ 0.12170 9:30 p.m. to 8:30 a.m. Monday through Friday, and All day Saturday, Sunday, and holidays
Winter (Nov-Apr)
PART-PEAK 0.10475$ $ 0.11450 $ 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays) 0.11927 OFF-PEAK 0.10412$ $ 0.11387 $ 0.11861 9:30 p.m. to 8:30 a.m. Monday through Friday, All day Saturday, Sunday, and holidays
Item 1h
Attachment 2
Non-residential Generation Rates
©

SILICONVALLEY

CLEAN ENERGY
Silicon Valley Clean Energy Large Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
B-20-S Summer (Jun-Sep)
PEAK 0.15890$ $ 0.16997 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.17705 PART-PEAK 0.12065$ $ 0.13172 $ 2:00 p.m. to 4:00 p.m. and 9:00 p.m. to 11:00 p.m.; Every day, including weekends and holidays 0.13721 OFF-PEAK 0.09044$ $ 0.10151 $ All other hours 0.10574
PEAK (kW) 20.09$ $ 20.09 $ 20.93
PART-PEAK (kW) 2.92$ $ 2.92 $ 3.04
Winter (Oct-May)
PEAK 0.13612$ $ 0.14719 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.15332 OFF-PEAK 0.09020$ $ 0.10127 $ All other hours 0.10549
SUPER OFF-PEAK 0.02868$ $ 0.03975 $ 9:00 a.m. to 2:00 p.m.; Every day in March, April and May, including weekends and holidays 0.04141 PEAK (kW) 2.55$ $ 2.55 $ 2.66
B-20-P Summer (Jun-Sep)
PEAK 0.15572$ $ 0.16623 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.17316 PART-PEAK 0.11458$ $ 0.12509 $ 2:00 p.m. to 4:00 p.m. and 9:00 p.m. to 11:00 p.m.; Every day, including weekends and holidays 0.13030 OFF-PEAK 0.08587$ $ 0.09638 $ All other hours 0.10040
PEAK (kW) 22.48$ $ 22.48 $ 23.42
PART-PEAK (kW) 3.09$ $ 3.09 $ 3.22
Winter (Oct-May)
PEAK 0.12953$ $ 0.14004 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.14588 OFF-PEAK 0.08594$ $ 0.09645 $ All other hours 0.10047
SUPER OFF-PEAK 0.02411$ $ 0.03462 $ 9:00 a.m. to 2:00 p.m.; Every day in March, April and May, including weekends and holidays 0.03606 PEAK (kW) 2.59$ $ 2.59 $ 2.70
Item 1h
Attachment 2
Non-residential Generation Rates
©

SILICONVALLEY

CLEAN ENERGY
Silicon Valley Clean Energy Large Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
B-20-T Summer (Jun-Sep)
PEAK 0.13501$ $ 0.14476 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.15079 PART-PEAK 0.10889$ $ 0.11864 $ 2:00 p.m. to 4:00 p.m. and 9:00 p.m. to 11:00 p.m.; Every day, including weekends and holidays 0.12358 OFF-PEAK 0.07973$ $ 0.08948 $ All other hours 0.09321
PEAK (kW) 23.69$ $ 23.69 $ 24.68
PART-PEAK (kW) 5.64$ $ 5.64 $ 5.88
Winter (Oct-May)
PEAK 0.12799$ $ 0.13774 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.14348 OFF-PEAK 0.07528$ $ 0.08503 $ All other hours 0.08857
SUPER OFF-PEAK 0.02263$ $ 0.03238 $ 9:00 a.m. to 2:00 p.m.; Every day in March, April and May, including weekends and holidays 0.03373 PEAK (kW) 3.16$ $ 3.16 $ 3.29
B-20-R-S / B-20-ST-S Summer (Jun-Sep)
PEAK 0.27215$ $ 0.28322 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.29502 PART-PEAK 0.14471$ $ 0.15578 $ 2:00 p.m. to 4:00 p.m. and 9:00 p.m. to 11:00 p.m.; Every day, including weekends and holidays 0.16227 OFF-PEAK 0.10875$ $ 0.11982 $ All other hours 0.12481
Winter (Oct-May)
PEAK 0.15060$ $ 0.16167 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.16841 OFF-PEAK 0.10862$ $ 0.11969 $ All other hours 0.12468
SUPER OFF-PEAK 0.07430$ $ 0.08537 $ 9:00 a.m. to 2:00 p.m.; Every day in March, April and May, including weekends and holidays 0.08893 Item 1h
Attachment 2
Non-residential Generation Rates
©

SILICONVALLEY

CLEAN ENERGY
Silicon Valley Clean Energy Large Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
B-20-R-P / B-20-ST-P Summer (Jun-Sep)
PEAK 0.25948$ $ 0.26999 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.28124 PART-PEAK 0.13574$ $ 0.14625 $ 2:00 p.m. to 4:00 p.m. and 9:00 p.m. to 11:00 p.m.; Every day, including weekends and holidays 0.15234 OFF-PEAK 0.10242$ $ 0.11293 $ All other hours 0.11764
Winter (Oct-May)
PEAK 0.14094$ $ 0.15145 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.15776 OFF-PEAK 0.10247$ $ 0.11298 $ All other hours 0.11769
SUPER OFF-PEAK 0.06815$ $ 0.07866 $ 9:00 a.m. to 2:00 p.m.; Every day in March, April and May, including weekends and holidays 0.08194 B-20-R-T / B-20-ST-T Summer (Jun-Sep)
PEAK 0.25523$ $ 0.26498 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.27602 PART-PEAK 0.14135$ $ 0.15110 $ 2:00 p.m. to 4:00 p.m. and 9:00 p.m. to 11:00 p.m.; Every day, including weekends and holidays 0.15740 OFF-PEAK 0.09311$ $ 0.10286 $ All other hours 0.10715
Winter (Oct-May)
PEAK 0.14120$ $ 0.15095 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.15724 OFF-PEAK 0.09031$ $ 0.10006 $ All other hours 0.10423
SUPER OFF-PEAK 0.05882$ $ 0.06857 $ 9:00 a.m. to 2:00 p.m.; Every day in March, April and May, including weekends and holidays 0.07143 Item 1h
Attachment 2
Non-residential Generation Rates
©

SILICONVALLEY

CLEAN ENERGY
Silicon Valley Clean Energy Agriculture
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
AG-RA Summer (May-Oct)
PEAK 0.11524$ $ 0.12606 $ 0.13131 Group I 12:00 noon to 6:00 p.m. Monday, Tuesday, Wednesday (except holidays) Group II 12:00 noon to 6:00 p.m. Wednesday, Thursday, Friday (except holidays) OFF-PEAK 0.11524$ $ 0.12606 $ 0.13131 All other hours Monday through Friday All day Saturday, Sunday, holidays
SUMMER 2.40$ $ 2.40 $ 2.50
Winter (Nov-Apr)
PART-PEAK 0.09929$ $ 0.11011 $ 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays) 0.11470 OFF-PEAK 0.09861$ $ 0.10943 $ 0.11399 All other hours Monday through Friday All day Saturday, Sunday, holidays
AG-RB Summer (May-Oct)
PEAK 0.10042$ $ 0.11124 $ 0.11587 Group I 12:00 noon to 6:00 p.m. Monday, Tuesday, Wednesday (except holidays) Group II 12:00 noon to 6:00 p.m. Wednesday, Thursday, Friday (except holidays) OFF-PEAK 0.10042$ $ 0.11124 $ 0.11587 All other hours Monday through Friday All day Saturday, Sunday, holidays
MAX 3.30$ $ 3.30 $ 3.44
PEAK -$ $ - $ -
Winter (Nov-Apr)
PART-PEAK 0.08947$ $ 0.10029 $ 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays) 0.10447 OFF-PEAK 0.08879$ $ 0.09961 $ 0.10376 All other hours Monday through Friday All day Saturday, Sunday, holidays
AG-FA Summer (Jun-Sep)
PEAK 0.21205$ $ 0.22287 $ 0.23216 5:00 p.m. to 8:00 p.m.; Every day, including weekends and holidays, except for the special off-peak days by Group as indicated below
OFF-PEAK 0.13800$ $ 0.14882 $ 0.15502 All other hours and all day for the days indicated by these options: Option 1) Wednesday and Thursday; Option 2) Saturday and Sunday; Option 3) Monday and Friday
Winter (Oct-May)
PEAK 0.12821$ $ 0.13903 $ 0.14482 5:00 p.m. to 8:00 p.m.; Every day, including weekends and holidays, except for the special off-peak days by Group as indicated below
OFF-PEAK 0.10282$ $ 0.11364 $ 0.11837 All other hours and all day for the days indicated by these options: Option 1) Wednesday and Thursday; Option 2) Saturday and Sunday; Option 3) Monday and Friday
Item 1h
Attachment 2
Non-residential Generation Rates
©

SILICONVALLEY

CLEAN ENERGY
Silicon Valley Clean Energy Agriculture
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
AG-FB Summer (Jun-Sep)
PEAK 0.23131$ $ 0.24213 $ 0.25222 5:00 p.m. to 8:00 p.m.; Every day, including weekends and holidays, except for the special off-peak days by Group as indicated below
OFF-PEAK 0.15325$ $ 0.16407 $ 0.17091 All other hours and all day for the days indicated by these options: Option 1) Wednesday and Thursday; Option 2) Saturday and Sunday; Option 3) Monday and Friday
Winter (Oct-May)
PEAK 0.14168$ $ 0.15250 $ 0.15885 5:00 p.m. to 8:00 p.m.; Every day, including weekends and holidays, except for the special off-peak days by Group as indicated below
OFF-PEAK 0.11628$ $ 0.12710 $ 0.13240 All other hours and all day for the days indicated by these options: Option 1) Wednesday and Thursday; Option 2) Saturday and Sunday; Option 3) Monday and Friday
AG-FC Summer (Jun-Sep)
PEAK 0.12877$ $ 0.13959 $ 0.14541 5:00 p.m. to 8:00 p.m.; Every day, including weekends and holidays, except for the special off-peak days by Group as indicated below
OFF-PEAK 0.09996$ $ 0.11078 $ 0.11540 All other hours and all day for the days indicated by these options: Option 1) Wednesday and Thursday; Option 2) Saturday and Sunday; Option 3) Monday and Friday
MAX 17.92$ $ 17.92 $ 18.67
Winter (Oct-May)
PEAK 0.11493$ $ 0.12575 $ 0.13099 5:00 p.m. to 8:00 p.m.; Every day, including weekends and holidays, except for the special off-peak days by Group as indicated below
OFF-PEAK 0.08954$ $ 0.10036 $ 0.10454 All other hours and all day for the days indicated by these options: Option 1) Wednesday and Thursday; Option 2) Saturday and Sunday; Option 3) Monday and Friday
AG-VA Summer (May-Oct)
OFF-PEAK 0.11116$ $ 0.12198 $ 0.12706 All other hours Monday through Friday All day Saturday, Sunday, holidays
SUMMER 2.52$ $ 2.52 $ 2.63
Winter (Nov-Apr)
PART-PEAK 0.09654$ $ 0.10736 $ 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays) 0.11183 OFF-PEAK 0.09586$ $ 0.10668 $ 0.11112 All other hours Monday through Friday All day Saturday, Sunday, holidays
PEAK 0.11116$ $ 0.12198 $ 0.12706
Group I 12:00 noon to 4:00 p.m. Monday through Friday (except holidays) Group II 1:00 p.m. to 5:00 p.m. Monday through Friday (except holidays) Group III 2:00 p.m. to 6:00 p.m. Monday through Friday (except holidays) Item 1h
Attachment 2
Non-residential Generation Rates
©

SILICONVALLEY

SILICON VALLEY

Monday through Friday (except holidays)
OFF-PEAK 0.08822$ $ 0.09673 $ 0.10076 9:30 p.m. to 8:30 a.m. Monday through Friday All Day Saturday, Sunday, and holidays
Reservation (kW) 0.68$ $ 0.68 $ 0.71
Winter (Nov-Apr)
PART-PEAK 0.12934$ $ 0.13785 $ 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays) 0.14359 OFF-PEAK 0.10094$ $ 0.10945 $ 0.11401 9:30 p.m. to 8:30 a.m. Monday through Friday All Day Saturday, Sunday and holidays
Reservation (kW) 0.68$ $ 0.68 $ 0.71
STOUP Summer (May-Oct)
PEAK 0.15288$ $ 0.16139 $ 12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 0.16811 PART-PEAK 0.12487$ $ 0.13338 $ 0.13894 8:30 a.m. to 12:00 noon AND 6:00 p.m. to 9:30 p.m.

Monday through Friday (except holidays)
OFF-PEAK 0.08822$ $ 0.09673 $ 0.10076 9:30 p.m. to 8:30 a.m. Monday through Friday All Day Saturday, Sunday, and holidays
Reservation (kW) 0.68$ $ 0.68 $ 0.71
Winter (Nov-Apr)
PART-PEAK 0.12934$ $ 0.13785 $ 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays) 0.14359 OFF-PEAK 0.10094$ $ 0.10945 $ 0.11401 9:30 p.m. to 8:30 a.m. Monday through Friday All Day Saturday, Sunday and holidays
Reservation (kW) 0.68$ $ 0.68 $ 0.71
Item 1h
Attachment 2
Non-residential Generation Rates
©

SILICONVALLEY

Monday through Friday (except holidays)
OFF-PEAK 0.07048$ $ 0.07899 $ 0.08228 9:30 p.m. to 8:30 a.m. Monday through Friday All Day Saturday, Sunday, and holidays
Reservation (kW) 0.58$ $ 0.58 $ 0.60
Winter (Nov-Apr)
PART-PEAK 0.10518$ $ 0.11369 $ 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays) 0.11843 OFF-PEAK 0.08137$ $ 0.08988 $ 0.09362 9:30 p.m. to 8:30 a.m. Monday through Friday All Day Saturday, Sunday and holidays
Reservation (kW) 0.58$ $ 0.58 $ 0.60
S-B-S Summer (Jun-Sep)
PEAK 0.12241$ $ 0.13092 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.13638 PART-PEAK 0.11062$ $ 0.11913 $ 2:00 p.m. to 4:00 p.m. and 9:00 p.m. to 11:00 p.m.; Every day, including weekends and holidays 0.12409 OFF-PEAK 0.09749$ $ 0.10600 $ All other hours 0.11042
Reservation (kW) 1.05$ $ 1.05 $ 1.09
Winter (Oct-May)
PEAK 0.11769$ $ 0.12620 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.13146 OFF-PEAK 0.09861$ $ 0.10712 $ 0.11158 All other hours
SUPER OFF-PEAK 0.05622$ $ 0.06473 $ 0.06743 9:00 a.m. to 2:00 p.m.; Every day in March, April and May including weekends and holidays Reservation (kW) 1.05$ $ 1.05 $ 1.09
Item 1h
Attachment 2
Non-residential Generation Rates
©

SILICONVALLEY

CLEAN ENERGY
Silicon Valley Clean Energy Standby
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
S-B-P Summer (Jun-Sep)
PEAK 0.12241$ $ 0.13092 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.13638 PART-PEAK 0.11062$ $ 0.11913 $ 2:00 p.m. to 4:00 p.m. and 9:00 p.m. to 11:00 p.m.; Every day, including weekends and holidays 0.12409 OFF-PEAK 0.09749$ $ 0.10600 $ All other hours 0.11042
Reservation (kW) 1.05$ $ 1.05 $ 1.09
Winter (Oct-May)
PEAK 0.11769$ $ 0.12620 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.13146 OFF-PEAK 0.09861$ $ 0.10712 $ 0.11158 All other hours
SUPER OFF-PEAK 0.05622$ $ 0.06473 $ 0.06743 9:00 a.m. to 2:00 p.m.; Every day in March, April and May including weekends and holidays Reservation (kW) 1.05$ $ 1.05 $ 1.09
S-B-T Summer (Jun-Sep)
PEAK 0.10979$ $ 0.11830 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.12323 PART-PEAK 0.09830$ $ 0.10681 $ 2:00 p.m. to 4:00 p.m. and 9:00 p.m. to 11:00 p.m.; Every day, including weekends and holidays 0.11126 OFF-PEAK 0.08551$ $ 0.09402 $ All other hours 0.09794
Reservation (kW) 0.52$ $ 0.52 $ 0.54
Winter (Oct-May)
PEAK 0.10528$ $ 0.11379 $ 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 0.11853 OFF-PEAK 0.08670$ $ 0.09521 $ 0.09918 All other hours
SUPER OFF-PEAK 0.04425$ $ 0.05276 $ 0.05496 9:00 a.m. to 2:00 p.m.; Every day in March, April and May including weekends and holidays Reservation (kW) 0.52$ $ 0.52 $ 0.54
Item 1h
Attachment 2
Non-residential Generation Rates
©

SILICONVALLEY

CLEAN ENERGY
Silicon Valley Clean Energy Lighting
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
LS-1, LS-2, $ 0.11261 $ 0.12242 $ 0.12752
LS-3, OL-1
TC-1 Year-round 0.12087$ $ 0.13245 $ Rates applicable to all usage throughout the year 0.13797 GreenPrime 0.01500+ $ Same as applicable rate, with 0.015/kWh adder for 100% Renewable energy 1 SVCE Generation Rates, without added PG&E fees, effective 7/1/2024 2 SVCE Generation Service reflects our price for Generation, with added PG&E fees (PCIA and Franchise Fees), effective 7/1/2024 3 PG&E Generation service rate effective 7/1/2024
HOLIDAYS: Holidays, for the purpose of this rate schedule, are New Year’s Day, President’s Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day and Christmas Day. The dates will be those on which holidays are legally observed.

Year-round Rates applicable to all usage throughout the year DAYLIGHT SAVING TIME ADJUSTMENT: The time periods shown above will begin and end one hour later for the period between the second Sunday in March and the first Sunday in April, and for the period between the last Sunday in October and the first Sunday in November.

Item 1h
Attachment 2
Non-residential Generation Rates
©

SILICONVALLEY

CLEAN ENERGY
1 1
1

Page 1 of 3 ends

Staff Report – Item 1i
Item 1i: Authorize the Chief Executive Officer to Execute a Three-Year Agreement with J.D.

Power for a Total Not to Exceed Amount of $284,000 for the EV Finder Tool on the SVCE eHub
From: Monica Padilla, CEO
Prepared by: Pamela Leonard, Deputy Director of Marketing and Communications Date: 8/14/2024

RECOMMENDATION
Staff recommends the Board approve and authorize the CEO to execute a service agreement with J.D. Power for the EV Finder tool on eHub, for a period of three years; and delegating authority to the CEO to spend in aggregate on this agreement an amount not to exceed $284,000.

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

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

The EV Assistant on eHub is powered by J.D. Power (successor in interest to E-mobility Market Services DBA Zappyride). The EV Assistant provides customers with online educational tools to support an understanding of EVs - including an EV catalog with different makes and models for both new and used EVs, a savings calculator, information about available local, state and federal incentives, and EV charging options at home and on the road. With the information that the EV Assistant provides, customers can see the lifetime cost savings of EVs compared to gas-powered vehicles, what type of home charger may work best for them, the different types of charging options on the road and where to find them, as well as checking customer’s eligibility of current EV incentives.

In 2023, the Board approved contract amendments to authorize continued functioning and additional funding for eHub vendors as new capabilities were added to the tools. The Board authorized to increase the initial $850,000 budget to $1,100,000 to allocate additional funds to the overall eHub program. Based on the Item 1i
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1i Agenda Date: 8/14/2024

Page 2 of 3 ends

successful performance of eHub over the past four years, staff issued a Request for Proposals in Q1 2024 to re-examine the vendor landscape for the next iteration of eHub, referred to as eHub 2.0.

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

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

SVCE staff solicited consultants for eHub support through a competitive bid process, as shown below. The RFP garnered a strong response, with eleven qualified proposals spanning either a subset or all of the Topic Areas and Tasks listed in the RFP. SVCE conducted interviews with six finalist teams in February. The evaluation panel for the finalist interviews consisted of five SVCE staff. The proposal submitted by J.D. Power was selected as a finalist to continue supporting the EV Assistant tool, which is to be renamed the “EV Finder” for eHub 2.0.

About J.D. Power
J.D. Power’s industry experience and technical expertise make them a favorable partner to deliver an eHub experience that fulfills the SVCE strategic objectives, integrates with existing systems, and adapts to the ever-evolving energy landscape.

Since eHub’s launch in 2020, the EV Assistant has reached 29,590 unique users and 2,171 returning users, with an average session duration of 2 minutes and 12 seconds. These statistics underscore the significance of the EV Assistant as a valuable resource for customers. Continuing our existing working relationship with J.D.

Power will facilitate the continued use of the EV Finder tool by customers seeking informed guidance in their EV purchasing journey. In past customer surveys, the results showed customers in the worst-off quartile of the socioeconomic vulnerability index, were more likely to get information about EVs from SVCE. Offering this tool for this important audience will help increase interest in EVs in areas not already adopting EVs at high rates.

To enhance the functionality of the EV Finder and foster proactive engagement among customers, J.D. Power has proposed the incorporation of a dealer inventory feature into the existing tool. This enhancement will empower customers to access real-time information on EVs available at nearby dealerships, thereby providing them with a more comprehensive and innovative exploration of EV options. This functionality may be Item 1i
December - July 2024 August 2024 August 2024 - October 2024 RFP released
Consultant selection
Contract negotiations
BOD approval of contract
Contracts executed TImplementation,
development and launch
: We are here
Agenda Item: 1i Agenda Date: 8/14/2024

Page 3 of 3 ends

leveraged in SVCE’s upcoming income-qualified EV rebate program, which was approved by the Board of Directors in March 2024.

Specific topics for which J.D. Power may provide services under the proposed contract agreement include, but are not limited to, the following:
• Enabling customers to connect and utilize rebates from SVCE programs and other outside incentives. • Providing EV discovery to help customers understand not just the benefits of driving electric, but also setting expectations regarding budget, available rebates and incentives, minimum range, and charging availability.
• Offering a comparison tool for customers to compare electric, plug-in hybrid, and gasoline cars. • Allowing customers to browse through home EV chargers. • Implementing a feature that will enable customers to explore available EVs at nearby dealerships.

STRATEGIC PLAN
eHub is in alignment with the SVCE Strategic Plan, Goal #10 – Empower customers with the awareness, knowledge and resources needed to make effective clean energy choices; Measure #1: Enable customer education, engagement and action related to electrification and decarbonization, via online tools, resources and promotions.

ALTERNATIVE
Do not authorize the CEO to execute the agreement with J.D. Power. Staff would continue to maintain the operation with the current eHub vendors, and could re-evaluate other, similar options. Otherwise, when the contract for the existing EV Assistant expires, this tool will no longer be available to SVCE customers.

FISCAL IMPACT
Approval of this 3-year agreement with J.D. Power for $284,000 will have no incremental fiscal impact at this time. Of the Board-approved $1.1M for eHub, SVCE has thus far utilized $1,003,046 for the development and operation of eHub, which remains under the previously approved budget. In March 2024, the Board approved an increase of $1 million to the program budget to cover the development and maintenance of eHub 2.0.

ATTACHMENT

1. Agreement between SVCE and J.D. Power for EV Finder
Item 1i
1 Master License and Services Agreement
This Master License and Services Agreement (“Agreement”), between J.D. Power ("Company"), with its principal place of business at 320 E. Big Beaver Road, Suite 500, Troy, MI 48083, and SILICON VALLEY CLEAN ENERGY ("Client"), with its principal place of business at 333 W. El Camino Real, Suite 330, Sunnyvale CA 94087, is made as of October 1, 2024 the "Effective Date”).

1. Services
a. This Agreement establishes the terms and conditions by which Company, or an affiliate identified on an Order, will provide services ("Services") to Client. The Services may include (i) a non-exclusive license to use materials that Company owns or has a right to license ("Licensed Works"), including software and software platforms ("Platforms"), content, data and other intellectual property and/or (ii) delivery of a report or the creation by Company of a product or other materials for Client as further described herein (the "Custom Deliverables"), in each case as more fully described in a statement of work, order form or similar ordering document that references this Agreement (each an "Order").

2. Term
a. The initial term of this Agreement is three (3) years (the “Initial Term”) beginning on the Effective Date unless otherwise terminated in accordance with the terms of this Agreement. This Agreement will automatically renew for succeeding terms of one (1) year (each a “Renewal Term” and, together with the Initial Term, the "Term") unless either party gives written notice to the other of its intention not to renew at least sixty (60) days prior to the expiration of the Initial Term or the Renewal Term, in which event the Initial Term or Renewal Term, as applicable, will terminate on the last day thereof. Unless otherwise agreed to by the parties in writing, any open Order existing at the time the Term expires will not terminate but will remain active and continue to be governed by this Agreement until the Order expires or terminates according to its terms.
b. If either party is in material breach of this Agreement, the non-breaching party may terminate this Agreement, including all Orders, provided that it has given the other party written notice of the breach and, if the breach is capable of cure, at least 30 days to cure. c. Upon termination or expiration of this Agreement or an Order, as applicable, the rights and licenses granted to Client to the applicable Licensed Works shall terminate, except as otherwise expressly provided in this Agreement or an applicable Order. For five (5) business days after termination or expiration of the Agreement, Customer shall have the opportunity to download the Google Analytics traffic information.

This section shall survive the termination of this Agreement for that period of time.

3. Fees and Payment
a. Client shall pay Company the undisputed fees and expenses ("Fees") set forth in the applicable Order without offset, withholding or deduction.

Payment is due thirty (30) days from the invoice date.
b. Each automatic renewal will be on the same terms and conditions as existing prior to the renewal except that Company may increase the Fees (the “New Fees”) by five percent (5%) effective as of the start of the next renewal term by giving Client at least thirty (30) days’ notice (email sufficing) prior to the expiration of the then current Term. Client will have the right to terminate the Order with respect to the Services subject to the New Fees at the expiration of the then current Term by providing written notice to Company within thirty (30) days of receipt of the notice of New Fees.
c. All Fees and other amounts payable by Client under this Agreement and the Order are exclusive of taxes and similar assessments. Client agrees to pay all sales, use and excise taxes, and any other similar taxes, duties and charges related to the Services, other than taxes imposed on Company’s income.
d. Company may suspend Services if Fees are not paid when due after providing thirty (30) days’ notice to Client. e. Company may audit Client, at Company’s own cost and expense, to assure compliance with the terms of this Agreement during the Term .

Client will fully cooperate with Company in connection with such audits and will provide Company or obtain for Company reasonable access to such records and personnel as Company may reasonably require for such purpose. f. Company shall maintain accurate records of all fees billable to, and payments made by, Client in a format that will permit audit by Client for a period of one (1) year from when a fee was incurred or a payment was made. The foregoing obligation of Company shall survive the termination of this Agreement. For the term of this Agreement, upon Client’s written request, Company shall provide Client with SOC 2 type 2 report (for all Trust Services Principles).
g. Client will notify Company in writing of any dispute with any invoice within sixty (60) days from the date of such invoice.

4. License, Ownership and Restriction on Use
a. Client may not directly or indirectly use or display the Company trademarks or service marks (collectively, the “Marks” and each, a “Mark”) without the Company's prior written consent unless expressly provided in an Order (the “Permitted Branding”). Notwithstanding the foregoing, Company understands that Client is a public agency and its computer screens, hard copy and electronic documents and other media may include Marks which are incidentally visible to the public at any time and may be displayed or available at public meetings, and Company agrees that such visibility does not breach this clause. b. Company and its licensors retain all right, title and interest, including all copyright, patent, trade secret, trademark, and any other intellectual property rights (collectively, "Intellectual Property Rights"), in and to the Licensed Works, including all upgrades, updates, enhancements, derivative works and modifications thereto, which are deemed part of the Licensed Works. Client shall gain no right, title or interest in the Licensed Works by virtue of this Agreement other than the limited non-exclusive licenses granted hereunder. Client acknowledges that, to the extent the Licensed Works include access to data: (a) such Licensed Works are an original compilation protected by applicable copyright laws; (b) Company has dedicated substantial resources to collect, manage and compile such Licensed Works; and (c) such Licensed Works contain trade secrets of Company.
c. Custom Deliverables created by Company that are (i) proprietary market research studies, if applicable, or (ii) expressly designated to be owned by Client in an Order, shall be owned by the Client. Notwithstanding anything to the contrary herein, any Licensed Works incorporated into the Custom Deliverables, any questionnaire(s) developed and/or used in connection with the Services, and any software, development tools, underlying ideas, concepts, know-how, techniques and other Intellectual Property Rights, including all upgrades, updates, enhancements, derivative works and modifications thereto, used by Company to develop, generate or provide the Custom Deliverables (collectively, “Pre-Existing Materials”), are and will remain owned by Company. If any Pre-Existing Materials are expressly designated in the Order as being embedded in the Custom Deliverables and are not licensed pursuant to a separate license agreement or express licensing language in an Order, Company grants to Client a non-exclusive, non-sublicensable, non-transferable license to use such Pre-Existing Item 1i
Attachment 1
2 Materials solely for Client’s internal business purposes to the extent necessary to fully exploit Client’s rights in the Custom Deliverables as provided in the Order, in each case subject to any applicable restrictions contained in the Order and this Agreement. d. If provided for in an Order, Client is granted a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to use the Licensed Works during the period provided in the applicable Order (the “Use Period”) solely for Client’s internal business use and as otherwise provided in the Order (collectively, the “Permitted Use”). e. Unless otherwise stated in this Agreement or the applicable Order, the Licensed Works may be used and accessed solely by Client’s employees, and Client’s consultants if the consultants are named in an Order, and, if applicable, such other parties provided for in an Order (“Authorized Users”) in each case subject to the terms and conditions of this Agreement and the applicable Order. Client will not disclose, release, distribute, or deliver the Licensed Works, or any portion thereof, to any third party other than Authorized Users without Company’s prior written consent. Client will use all reasonable legal, organizational, physical, administrative, and technical measures, and security procedures to safeguard and ensure the security of the Licensed Works and to protect the Licensed Works from unauthorized access, disclosure, duplication, use, modification, or loss.
f. Client agrees to use the Licensed Works only for the Permitted Use by Authorized Users. For the avoidance of doubt, except as expressly authorized under this Agreement or the applicable Order, Client agrees not to (i) rent, lease, lend, sell, sublicense, assign, distribute, publish, link to, transfer, or otherwise make available the Licensed Works including, without limitation, redistributing Company’s proprietary data identifiers, codes or mapping tables; (ii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source of or methods used to compile the Licensed Works; (iii) remove any proprietary notices included in the Licensed Works; (iv) use the Services in any manner that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any party, or that violates any Applicable Law; (v) copy, modify, or create derivative works of the Licensed Works; (vi) utilize the Licensed Works to create any products with functionality that is substantially similar to the Licensed Work, (vii) use the Licensed Works in any manner that does, or could potentially, undermine the security of the Licensed Works or interfere with, modify, delay, disable or negatively affect any features, functionality or security controls of the Licensed Works, or (viii) use the Licensed Works in a manner that exceeds reasonable request volumes or constitutes excessive or abusive usage. g. If the Permitted Use includes use of the Licensed Works in a Client product or service (a “Client Application”) Client will: (i) ensure that the Client Application does not contain information or materials which: (1) contain, at any time and by any method, malware, bugs, viruses or other harmful computer code; (2) infringe on any third party’s copyright, patent, trademark, trade secret or other intellectual property rights or rights of publicity or privacy; (3) are defamatory, libelous, threatening or harassing; (4) violate any Applicable Law or generally accepted practice in all relevant jurisdictions (including without limitation those governing trade and export, financial services, consumer protection, unfair competition, antidiscrimination or false advertising); or (5) are false, inaccurate or misleading; and (ii) include in the Client Applications any disclaimers or end user terms provided in an Order. Upon request, Client will provide access and associated credentials to Company for all Client Applications in which the Licensed Works are used, integrated, incorporated or embedded. h. Client grants to Company the right to aggregate and use data and information related to Client’s use of the Services, including to compile statistical and performance information related to the provision and operation of the Services, provided that Company does not identify Client or any of Client’s customers. If Client chooses to give Company feedback, such as suggestions to improve the Services, Company may act on Client’s feedback without obligation to Client.
i. Codes: Company retains all Intellectual Property rights in and to Company’s unique vehicle identifiers such as Style ID, ACode and/or generic feature codes provided by Company to Client in conjunction with the Licensed Works, including all updates, derivative works and modifications thereto (collectively, “Codes”). Company grants to Client a non-exclusive, non-transferable, non-sublicenseable, revocable license to use the Codes internally, as needed, to support its authorized use of such Licensed Works licensed to Client under an Order during the term of such Order, and for no other purpose. Client shall gain no right, title or interest in the Codes by virtue of this Agreement or such Order, other than this non-exclusive license. Client shall not provide any Codes delivered with any of Licensed Works licensed to Client under an Order to any third party except Client's employees who have a need to know for the Permitted Use. Unless otherwise stated herein, for the purposes of this Agreement, Codes shall be included in the definition of Licensed Works and are subject to any restrictions related to such Licensed Works, unless explicitly stated otherwise therein. j. Certain Services may be subject to different or additional terms and conditions, which will be provided with the Order or added as an amendment to this Agreement (“Product Specific Terms”). If there is a conflict between the terms of this Agreement and the Product Specific Terms, the Product Specific Terms will prevail.
k. If client is a US Government Client, any Services, used by, for, or on behalf of the U.S. Government are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure of data or software by the U.S. Government is subject to restrictions as set forth in the Rights in Technical Data and Computer Software clause at FARS 12.211 and 12.212(a) and/or Commercial Computer Software at DFARS 227.7202- 1(a) or subparagraphs (b)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable.

Manufacturer is Company.

5. Confidentiality
a. “Confidential Information” means any information that is disclosed in confidence in relation to this Agreement which a party designates as confidential or would reasonably be understood to be confidential given the nature of the information and/or the circumstances surrounding disclosure, including, in the case of Company, the Licensed Works. b. The receiving party will: (i) hold Confidential Information in strict confidence and take reasonable precautions to protect the Confidential Information, including all precautions the receiving party employs with respect to its own confidential materials of a similar nature; (ii) not divulge any Confidential Information to any third party other than to its employees and Authorized Users (for Client) and employees, affiliates and contractors (for Company) (“Representatives”) with a legitimate “need to know” the Confidential Information in connection with the performance of its obligations under this Agreement; and (iii) not copy, reverse engineer or remove any proprietary markings from any Confidential Information. The receiving party is responsible for its Representatives’ compliance with the terms of this Agreement. c. Confidential Information does not include any information that: (i) is or becomes publicly known or available without the receiving party’s breach of this Agreement; (ii) is, at the time of disclosure, already known to the receiving party as evidenced by written records; (iii) is obtained from a third party that the receiving party reasonably believes is without restriction on disclosure; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

Item 1i
Attachment 1
3 d. Confidential Information may be disclosed by the receiving party to the extent required by valid subpoena, court order or other legal process, provided that the receiving party: (i) gives prompt notice to the disclosing party to the extent permitted by Applicable Law; (ii) provides reasonable assistance in obtaining an order protecting or restricting the information from disclosure; and (iii) such disclosure is limited to the minimum extent necessary to comply with the legal requirement. e. Upon written request by the disclosing party, the receiving party will: (i) cease using the Confidential Information; (ii) return to the disclosing party or destroy the Confidential Information and all copies, notes or extracts thereof; and (iii) upon request of the disclosing party, confirm in writing that receiving party has complied with these obligations. Notwithstanding the foregoing, the receiving party may retain copies of Confidential Information (x) that are stored on the receiving party’s IT backup and disaster recovery systems until the ordinary course deletion thereof or (y) for purposes of legal or regulatory compliance or for use in pursuing, defending and/or resolving a claim arising under this Agreement. Such retained Confidential Information will continue to be bound by the confidentiality obligations of this Agreement. f. It is understood that Client is subject to the California Public Records Act (Gov. Code § 7920.000 et seq., “Public Records Act”). If a request under the Public Records Act is made to view Company’s Confidential Information, Client shall notify Company of the request and the date that such records will be released to the requester unless Company obtains a court order enjoining that disclosure. If Company fails to obtain a court order enjoining that disclosure, Client will release the requested information on the date specified and shall designate such information as Company’s Confidential Information.

6. Representations and Warranties and Disclaimers
a. Each party represents and warrants that: (a) it is a business duly incorporated, validly existing, and in good standing under the laws of its state of incorporation or a public joint powers authority; (b) it has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement; (c) 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; and (d) 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. Company further represents and warrants: (e) it is the lawful licensee or owner of the Services (excluding any Client data therein) and has all the necessary rights in the Services to grant the use of the Services to Client.
b. Disclaimers. Although Company will use reasonable efforts to provide accurate and reliable Services under this Agreement, neither Company nor any of its licensors of information or software included in the Services warrants the adequacy or accuracy thereof. Except for the warranties described above, COMPANY AND ITS LICENSORS PROVIDE THE SERVICES AS IS AND HEREBY DISCLAIM ALL

WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE SERVICES OR THE RESULTS TO BE OBTAINED

FROM THE USE THEREOF, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

7. Indemnity
a. Company will defend, indemnify and hold harmless Client and its elected officials, officers, directors, agents, attorneys and employees (“Client Indemnitees”) from and against all claims, losses, damages, liabilities, judgments and expenses, including reasonable attorney’s fees and costs (collectively, “Claim”), incurred by Client including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Client Indemnitees, by reason of any Claim arising out of any third-party Claim against Client Indemnitees that the Licensed Works, if used by Client in accordance with the terms of this Agreement, infringe any intellectual property right of a third party. In the event of such Claim, Company will have the right to terminate this Agreement with respect to the allegedly infringing portion of the Services by giving written notice to Client and by refunding to Client the pro rata share of any prepaid charges relating to such infringing portion of the Services. THE INDEMNITY SET FORTH IN THIS SECTION STATES COMPANY'S ENTIRE OBLIGATION AND LIABILITY AND CLIENT’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY BY THE SERVICES. b. Client will defend, indemnify and hold harmless Company from and against all Claims incurred by Company arising out of, related to, or in connection with Client's breach of this Agreement.
c. Prompt notice must be given of any Claim, and the indemnifying party may select counsel of its choice that is reasonably acceptable to indemnified party. The indemnifying party will not enter into any settlement that imposes any liability or material obligation on the indemnified party without such party’s prior written approval.

8. Limitation of Liability
Company will have no liability to Client for any damages resulting from any interruptions, delays, inadequacies, errors or omissions relating to the Services covered hereby. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY, WHETHER ARISING IN CONTRACT, TORT

OR OTHERWISE, TO THE OTHER OR TO ANY THIRD PARTY, FOR LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, PUNITIVE,

CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER OR NOT CAUSED BY THE NEGLIGENCE OF THE ACTING PARTY, EVEN IF THE ACTING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S MAXIMUM

LIABILITY TO CLIENT FOR ANY DAMAGES WITH RESPECT TO THE SERVICES PROVIDED UNDER ANY APPLICABLE ORDER

WILL NOT EXCEED THE AGGREGATE TOTAL FEES PAID BY CLIENT TO COMPANY UNDER THE ORDER GIVING RISE TO SUCH CLAIM; HOWEVER, CLAIMS RELATED TO THE INDEMNITY PROVISIONS IN SECTION 7 ARE EXCLUDED FROM THIS LIMIT.

9. Insurance
a. Insurance. Unless otherwise approved in writing by Client’s risk manager, Company shall, at its own expense, procure (if not already in place) 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: 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 claim) and professional liability ($1,000,000 per occurrence, $1,000,000 aggregate). b. The Client Indemnitees shall be named as additional insureds in the commercial general liability policy which shall contain standard cross liability clauses. The commercial general liability policy shall be primary without right of contribution from any Indemnitee, and Company waives all rights of subrogation with respect to said policy. Company shall provide Client with written notice of any cancellation thereof or material change therein as soon as Company becomes aware of such cancellation or change. Company shall provide Client with certificates Item 1i
Attachment 1
4 of insurance and original endorsements, evidencing all of the above coverage, including all special requirements specifically noted above, and shall provide Client 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.

10. Other Terms
a. Entire Agreement. This Agreement, together with any related Order, addendum, exhibit, or attachment that is governed by this Agreement or any document executed by the parties that references this Agreement, constitute the complete, final and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. The provisions and terms of any purchase order or other agreement issued by Client will not in any way extend or modify the terms and conditions of this Agreement. If any provision of this Agreement is held invalid in a court of law, the remaining provisions will be construed as if the invalid provision were not included in this Agreement. No modification or rescission of this Agreement will be binding unless executed in writing by both parties. If any terms contained in an Order conflict with any of the terms contained in this Agreement, the terms of this Agreement shall prevail, unless the Order expressly provides that such terms contained therein shall prevail.
b. Governing Law. This Agreement will be governed by the laws of the State of California, without regard to the conflicts of law rules of such state. Any dispute that arises under or relates to this Agreement (whether in contract, tort or both) commenced by either party shall be resolved in state or federal court in Santa Clara County, California, and the parties hereby expressly and irrevocably waive any jurisdictional and/or right they may otherwise have to cause any such action or proceeding to be brought or tried elsewhere. c. Equitable Remedies. The parties may seek equitable relief, including injunctive relief or specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity. d. Third Parties. Unless explicitly stated that there is a third-party beneficiary, nothing in this Agreement shall be construed as creating third-party beneficiary rights in any person or entity. e. Assignment. This Agreement may not be assigned or otherwise transferred by either party, in whole or in part, without the prior written consent of the other party. Notwithstanding the foregoing, Company may assign this Agreement, in whole or in part, to any affiliate of Company or to any successor by acquisition or merger of Company or the Company business operations to which this Agreement relates, so long as Company provides notice of such assignment to Client within thirty (30) days of such assignment. The parties' rights and obligations under this Agreement will bind and inure to the benefit of their permitted successors and assigns. f. Force Majeure. Any delay or failure of either party to perform its obligations will be excused for the period of, and to the extent caused by, an event or occurrence beyond the reasonable control of such party. A “force majeure” event may include, but is not limited to, earthquake, fire, storm or other natural disaster, act of God, civil disturbance, communication line failures and data availability interruptions not the fault of the affected party, changes in law which adversely impact the provision of Services, act of terrorism, or war. The affected party will give written notice of such delay or failure to perform to the other party within seven (7) days of the force majeure event. g. Notice. All notices, approvals, demands, or other communications under this Agreement will be in writing. Notice will be sufficiently given for all purposes when mailed through a recognized courier company (i.e. FedEx, UPS, DHL), return receipt requested and effective on receipt, if delivery is confirmed by return receipt or other proof of delivery. Notices must be delivered to the addresses set forth above or as set out in an Order, as applicable. Notices to Company will be directed to the attention of the Legal Department and _________ for Client. Either party may change its address by giving the other party notice of the change in any manner permitted by this Agreement. h. Compliance with Laws. Each party will comply with all laws, rules, regulations, industry standards, terms, and policies (“Applicable Laws”) applicable to this Agreement, including, without limitation, anti-corruption and data privacy laws. Any information or content a party provides, or causes to be provided, to the other party in connection with this Agreement was obtained in compliance with Applicable Laws, and the disclosing party has the right to share and disclose to the other party such information for the purposes set out in this Agreement. i. Privacy. For purposes of this Agreement, “Personal Information” is defined as all information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household.

When Company is a service provider, contractor, or processor as those terms are defined under applicable law, on Client’s behalf, Company:
(i) will not: (1) sell or share Personal Information; (2) retain, use, or disclose Personal Information for any purpose other than for the specific purpose of performing the Services as set forth in the Agreement; (3) retain, use, or disclose Personal Information for a commercial purpose other than providing the Services as set forth in the Agreement; or (4) retain, use, or disclose Personal Information outside of the direct business relationship between Client and Company; (ii) will (1) permit Client to monitor Company’s compliance with this Agreement through measures, including ongoing manual reviews and automated scans and regular assessments, audits, or other technical and operational testing, at least once every 12 months; (2) if Company engages any other person to assist it in processing Personal Information for a business purpose on Client behalf, or if any other person engaged by Company engages another person to assist in processing Personal Information for that business purpose, Company shall notify Client of that engagement, and the engagement shall be pursuant to a written contract binding the other person to observe all the requirements set forth in this section; and (3) notify Client of any breach of security, or any actual or reasonably suspected unauthorized use of, access to or disclosure of Personal Information in violation of this Agreement or any Applicable Laws; and (iii) certifies that it understands these restrictions and will comply with them. j. Export Regulation. The information provided under this Agreement may be subject to the export laws and regulations of the United States and/or other countries. Client agrees that it will not export, directly or indirectly, any Services, even if incorporated into other items, to any country for which an export license or other government approval is required without first obtaining such license or approval. k. Survival. All terms that must survive termination in order to have their customary effect, including Sections 4-109, will survive termination or expiration of this Agreement.
l. Relationship of the Parties. The parties are independent contractors pursuant to this Agreement. Unless specifically provided herein, this Agreement shall not be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties. Unless specifically provided herein, neither party, by virtue of this Agreement, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other party. m. No Waiver. No waiver under this Agreement is effective unless it is in writing, identified as a waiver to this Agreement, and signed by the party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion.

Item 1i
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5 n. Counterparts. This Agreement, including Orders, Addenda and change requests, may be executed in one or more counterparts, each of which is an original, and all of which together constitute only one agreement between the parties. o. Publicity. Company shall not refer to Client directly or indirectly in any advertisement, news release, or publication, or use any Client logo, seal or mark, without prior written approval from Client. p. Conflict of Interest. Company warrants that to the best of its knowledge, it, its officers, employees, 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, and subcontractors, will not employ any person having such an interest. Company and its officers, employees, and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Company’s services under this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090.
q. No Recourse against Constituent Members of Client. Client is organized as a Joint Powers Client 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. Client shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Company shall have no rights and shall not make any claims, take any actions or assert any remedies against any of Client’s constituent members in connection with this Agreement.

SILICON VALLEY CLEAN ENERGY
Signature
Printed Name
Title
J.D. Power
Signature
Printed Name
Title
Item 1i
Attachment 1

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Order
This Order (“Order”) dated as of October 1, 2024 (“Effective Date”) between J.D. Power (“JDP” or “Company”) and Silicon Valley Clean Energy, a Joint Power Authority ("Client") is issued pursuant to and incorporates by reference the terms and conditions of the Master License and Services Agreement, dated as of October 1, 2024 between JDP and Client (“Agreement”).

All of the terms and conditions contained in the Agreement will remain in full force and effect and will apply to the extent applicable to this Order except as expressly modified herein. Notwithstanding the foregoing, a provision in this Order may only override provisions of the Agreement if it explicitly references the Agreement and the specific provision being overridden (i.e., a general reference is not sufficient to override the provisions of this Agreement).

Notwithstanding any inconsistent or additional terms and conditions which may be contained in a purchase order, voucher or other similar document issued by either party, such document will be for issuing party's internal purposes only and the terms and conditions of this Order will prevail. Therefore, even if such document is acknowledged or accepted by the receiving party and regardless of any statement to the contrary which may be contained therein, the inconsistent or additional terms and conditions of such purchase order, voucher or other similar document will have no force or effect on this Order.

All capitalized terms not defined in this Order will have the meaning assigned to them in the Agreement.

Any additional work to be performed by JDP or changes to this Order shall be documented by way of a JDP Change Request (CR) form in an addendum to the Order or in an additional Order and must be agreed upon in a writing signed by authorized representatives of both parties.

Section 1 – Description/Scope of Services: Services/Licensed Works A. Services/Licensed Works: The Services consists of maintenance of Client’s web based Electric Vehicle Market Application consumer platform and Information Page (“EV Marketplace”). The goal is to showcase benefits (esp. financial) of electric vehicles to Client’s users, help identify if an EV is right for them, and assist them along their EV journey. The EV Marketplace and the EV Information page were licensed to Client under SOWs issued under the (1) Master Subscription Agreement dated February 27, 2020 (“2020 Agreement”) and (2) Master Subscription Agreement between J.D. Power (successor in interest to E-Mobility Market Services, Inc.) and Silicon Valley Clean Energy, a Joint Power Authority, dated February 28, 2022, as amended by amendments 1, 2 and 3 (“2022 Agreement”). The EV Marketplace is deemed Licensed Works hereunder. Services to be provided by JDP under this Order shall include the following:

1. Maintenance. JDP will continue to provide the following Services:
a) Maintenance of JDP-provided data.
b) Infrastructure maintenance.
c) Client will update JDP on upcoming utility incentive programs to be incorporated into the EV Marketplace and JDP will incorporate such updates as part of its normal updating cycle. d) Reporting: Client will have access to all key traffic metrics, including volume, bounce rate, user flow, etc. via Google Analytics, if required.
e) Internal Use Only. The Licensed Works and data are for the sole internal use by Client. It is not intended to be reused or resold by Client or any of its partners.

2. New Features:

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1. Dealer Inventory Feed: Display local dealer EV inventory on the EV Marketplace. The parties agree that (a) JDP will provide such EV inventory for the feed and will cover the lead generation services related to this; and (b) the EV inventory feed and associated lead generation are purely educational and there will be no compensation to the Client from JDP in conjunction with these services.

2. Site Redesign: Redesign the current EV Marketplace and incorporate the Dealer Inventory Feed into it. With one (1) round of feedback from the Client and final approval.

It is anticipated that no additional services will be required in order to accomplish the objectives set forth in this Section 1. If additional services are required or changes in the above scope are needed, the parties shall follow the change process specified above.

Section 2 - Out-of-Scope Services
JDP is not responsible under this Order for providing any services as may be defined in this Section 2 – Out-of-Scope Services.

Rate Advisor - Optional Add On
• Set Up Fee - $40,000
• Additional Monthly Maintenance -- $1,800/month
In addition to the items identified in this Section 2 as being out-of-scope, any other items, tasks, deliverables, etc. not specifically identified in this Order are and will be considered out-of-scope under this Order.

Section 3 – Term and Termination
The parties agree that this Order shall commence on October 1, 2024 and the maintenance shall end on September 30, 2027 (“Term”).

Section 4 - Fees & Expenses
For Services under this Order, Client agrees to pay JDP the fees as set forth below.

1. Setup Fees: Per Section A(2):

Adding Dealer Inventory Feed $40,000
Redesigning of EV Marketplace $20,000

2. Ongoing Monthly Maintenance Fees: $5,920/month. Covers ongoing provisioning, configuration, and support over the Term of this Order. With an escalation of 5% annually on the anniversary of the launch date, currently scheduled for October 1. The Monthly Maintenance Fees are broken down as follows:

Current core features of the EV Marketplace $4,120
Dealer Inventory Feed $1,800

3. Invoicing schedule:
a. $30,000 (Setup Fees) invoiced upon signature of this Order b. $30,000 (Setup Fees) invoiced upon launch of the redesigned EV Marketplace c. Ongoing Monthly Maintenance Fees shall be invoiced quarterly in advance. i. $4,120/month for current core features invoiced quarterly, in advance ii. $1,800/month for Dealer Inventory Feed will be invoiced quarterly, upon feature launch, pro-rated for the first quarter and then jointly with core features thereafter.

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4. All payments will be due and payable thirty (30) days from receipt of the invoice.

Section 5 – Additional Terms
Provided that monthly maintenance fees are being paid, Company may provide to Client at Client’s cost, assistance reasonably requested by Client to effect the orderly transition of the Services, in whole or in part, to Client or its service provider (“Successor Company”) (“Transition Services”) following the termination of this Order, in whole.

The Transition Services shall be limited to transferring the Client data to Client or Successor Company; and (c) such other reasonable activities upon which the parties may agree. All applicable terms and conditions of this Agreement shall apply to the Transition Services during the period the Transition Services are being performed.

This Section shall survive the termination of this Order.

Section 6 - Entire Agreement
The terms of this Order and the terms and conditions of the Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and there are no representations, understandings or agreements relative hereto, written or oral, which are not fully expressed herein.

IN WITNESS WHEREOF, the parties have caused this Order to be executed by their respective duly authorized representatives as of the date written above.

Client
Signature
Printed Name
Title
J.D. Power
Signature
Printed Name
Title
Item 1i
Attachment 1

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Staff Report – Item 1j
Item 1j: Authorize the Chief Executive Officer to Execute an Amended and Restated Agreement with Richards, Watson, & Gershon to Extend the Term from September 30, 2024 Through September 30, 2025 and Increase the Not to Exceed Amount from $215,000 to $430,000 for Legal Services
From: Monica Padilla, CEO
Prepared by: Michael Callahan, General Counsel
Date: 8/14/2024

RECOMMENDATION
Staff recommends the SVCE Board of Directors approve the amended and restated agreement between Richards, Watson, and Gershon (RWG) and Silicon Valley Clean Energy (SVCE) to extend the term through September 30, 2025 and increase SVCE’s not to exceed amount by $215,000 to $430,000.

BACKGROUND
On September 13, 2023, the SVCE Board approved an agreement entitled “Agreement between the Silicon Valley Clean Energy Authority and Richards, Watson & Gershon for Legal Services,” (“Legal Services Agreement”), whereby RWG agreed to provide SVCE legal services and serve as SVCE’s General Counsel. This role leveraged RWG’s significant municipal law experience and included attending Board meetings and providing other general legal services related to employment law and reviewing contracts. The contract was for $215,000 per year.

On April 1, 2024, SVCE hired Michael Callahan to take on the General Counsel role from RWG. As General Counsel, Michael will continue to leverage RWG’s significant legal expertise and support but will not need RWG to serve as SVCE’s General Counsel.

ANALYSIS & DISCUSSION
The amended and restated agreement accomplishes three things. First, it removes RWG’s obligations as SVCE’s General Counsel. Second, it extends the term of the agreement to September 2025 which was previously set to expire at the end of September 2024. Finally, it doubles the not-to-exceed (NTE) amount to reflect the year added to the agreement at the same rate as the previous year.

SVCE has decided to extend the agreement with RWG because: (1) RWG performs critical legal work with relevant expertise; (2) RWG has been working with SVCE for several years and is familiar with SVCE policies and processes and is able to address needs efficiently with staff; and (3) SVCE needs continued support of outside counsel in various legal areas.

STRATEGIC PLAN
The proposal supports all strategic plan goals by providing necessary legal support.

Item 1j
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1j Agenda Date: 8/14/2024

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ALTERNATIVE
If the Board does not approve this amendment, SVCE will have a live agreement with outside counsel where they are incorrectly designated as SVCE’s General Counsel. It will also result in SVCE needing to replace RWG’s services by October 2024.

FISCAL IMPACT
Approval of the amended agreement will have a $215,000 fiscal impact to cover anticipated legal costs through September 2025. The remaining NTE was previously approved by the Board.

ATTACHMENTS

1. Amended and Restated Agreement Between the Silicon Valley Clean Energy Authority and Richard, Watson, and Gershon for Legal Services
Item 1j
1/2023 Version

AMENDED AND RESTATED AGREEMENT BETWEEN THE SILICON VALLEY

CLEAN ENERGY AUTHORITY AND

RICHARDS, WATSON & GERSHON
FOR

LEGAL SERVICES
THIS AMENDED AND RESTATED AGREEMENT (“Agreement”), is entered into this 14th day of August, 2024, by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority"), and RICHARDS, WATSON & GERSHON, a professional corporation whose address is One Sansome Street, Suite 2850, San Francisco, CA 94104 (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 Legal Services upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on October 1, 2023, and shall terminate on September 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 four hundred and thirty thousand and 00/100 dollars ($430,000.00) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

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

Item 1j
Attachment 1
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5. STANDARD OF CARE
Consultant agrees to perform all services required by this Agreement in a manner commensurate with the prevailing standards of specially trained professionals in the San Francisco Bay Area under similar circumstances and in a manner reasonably satisfactory to Authority and agrees that all services shall be performed by qualified and experienced personnel. Consultant shall be responsible to Authority for any errors or omissions in the performance of work pursuant to this Agreement. Should any errors caused by Consultant be found in such services or products, Consultant shall correct the errors at no additional charge to Authority by redoing the professional work and/or revising the work product(s) called for in the Scope of Services to eliminate the errors.

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

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

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

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

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

9. HOLD HARMLESS AND INDEMNIFICATION
A. General Indemnification. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, 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 Item 1j
Attachment 1
1/2023 Version
expiration or termination of this Agreement.

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Richard, Watson & Gershon
Attn: Trisha Ortiz
One Sansome Street, Suite 2850
San Francisco, CA 94104

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 Item 1j
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Privacy Act, Civil Code Section 1798.100 et seq. Authority, and its officers and employees, shall not be liable at law or in equity by reason of the failure of the Consultant to comply with this paragraph.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CONSULTANT NAME

RICHARD, WATSON & GERSHON
By: ________________________
Name: ________________________
Title: _________________________
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
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Name: Monica Padilla
Title: Chief Executive Officer
Date: __________________________
APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk
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Exhibit A
Scope of Services
As counsel for SVCEA, Richards, Watson & Gershon shall provide the general legal services typically required by a joint powers authority in addition to those general legal services related more specifically to the operation of a community choice aggregation program as described below. These legal services shall include the following:
• Attendance at SVCEA Board of Directors (“Board”) meetings, special meetings, and workshops as requested by the General Counsel, CEO, or Chair of the Board. • Brown Act, Conflict of Interest and Public Records Act advice and representation. • Preparation or review of consultant and vendor contracts. • Advice and preparation of documents related to personnel matters. • Advice to the Chief Executive Officer, General Counsel, and designated staff on administrative and operational matters.
• Research and advice on legal questions asked by the Board, CEO, General Counsel and designated staff.
• Advice and assistance on other legal matters as may be assigned by the CEO or General Counsel.

Legal services will not include matters in which Richards, Watson & Gershon has a conflict of interest that precludes the law firm from representing SVCEA. General Counsel services also will not include energy contracts or regulatory matters before the California Public Utilities Commission (CPUC) that require specialized legal services in these areas of law.

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

Task Begin Complete

1. Legal Services October 2023 September 2025
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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 fifteen thousand dollars and no/100 ($215,000.00), as set forth below. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to Authority unless previously approved in writing by Authority.

Rates
Personnel Hourly
Shareholders $335/Hour
Associates $285/Hour
Paralegals $180/Hour
Invoices
Monthly Invoicing: In order to request payment, Consultant shall submit monthly invoices to the Authority describing the services performed and the applicable charges (including a summary of the work performed during that period, personnel who performed the services, hours worked, task(s) for which work was performed). Authority shall pay all undisputed invoice amounts within thirty (30) calendar days after receipt up to the maximum compensation set forth herein. Authority does not pay interest on past due amounts.

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

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Exhibit D
Insurance Requirements and Proof of Insurance
Consultant shall maintain the following minimum insurance coverage:

A. COVERAGE:
(1) Workers' Compensation:

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

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

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

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

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

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

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

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

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

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

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

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

8. Consultant shall be liable for the actions of, or any disclosure or use by, its employees or representatives contrary to this Agreement; however, such liability shall not limit or Item 1j
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prevent any actions by Authority directly against such employees or representatives for improper disclosure and/or use. In no event shall Consultant or its employees or representatives take any actions related to Confidential Information that are inconsistent with holding Confidential Information in strict confidence. Consultant shall immediately notify Authority in writing if it becomes aware of the possibility of any misuse or misappropriation of the Confidential Information by Consultant or any of its employees or representatives. However, nothing in this Agreement shall obligate the Authority to monitor or enforce the Consultant’s compliance with the terms of this Agreement.

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

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

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

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

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

Item 1j
Attachment 1

Page 1 of 3 ends

Staff Report – Item 1k
Item 1k: Authorize the Chief Executive Officer to Execute Amendment to Agreement with Camus Energy to Extend the Term from September 9, 2024 Through September 8, 2025 and Increase the Not to Exceed Amount from $488,000 to $664,000 to Continue Data Analytics Platform Services
From: Monica Padilla, CEO
Prepared by: Justin Zagunis, Director of Decarbonization Programs and Policy Sangeetha Kumar, Decarbonization Data Engineer
Date: 8/14/2024

RECOMMENDATION
Staff recommends that the Board authorize the Chief Executive Officer (CEO) to execute the third amendment (Attachment 1) to the Camus Energy Agreement with non-substantive changes and subject to final review and approval by the General Counsel, to extend the term by one-year and increase the not-to-exceed (NTE) cost from $488,000 to $664,000 to continue development and maintenance of DAISY 2.0, SVCE’s internal data analytics platform.

BACKGROUND
In September 2019, Camus Energy was selected through an informal bid process to carry out a current state assessment of distributed energy resource (DER) and electrification penetration in SVCE territory. The agreement was executed in November 2019 for an NTE amount of $50,000. As part of this work, Camus worked with staff to develop “DAISY 1.0”, SVCE’s cloud-based data warehouse hosted on the Google Cloud Platform (GCP). Staff utilized DAISY 1.0 to clean, store, integrate, export, analyze, and visualize SVCE’s demand-side data. The agreement with Camus was amended in December 2020 to extend the agreement through September 2021 and increase the NTE to $99,799, for the continued maintenance and enhancement of DAISY 1.0.

In December 2020, staff issued an RFI seeking information on data analytics platform services to expand DAISY 1.0 into a more robust platform to support SVCE’s data warehousing, data analytics, and reporting needs (“DAISY 2.0”). Staff leveraged the RFI responses to inform the scope of an RFP to seek data analytics platform services to build and maintain DAISY 2.0. Staff issued the RFP on March 9, 2021, which closed on April 9, 2021. The RFP scope was structured into 3 tasks: 1) cloud data platform deployment, 2) tools deployment, and 3) ongoing services. The RFP garnered a strong response, with 21 proposals submitted. Staff carried out a rigorous evaluation process over multiple months, which included two rounds of interviews. The primary evaluation criteria were relevant experience, proposed approach, cost for value, contract exceptions, and cybersecurity. The proposal submitted by Camus Energy was selected as the finalist. SVCE negotiated an agreement with Camus Energy to build and maintain DAISY 2.0 over a period of 3 years, ending in September 2024, with a NTE of $488,000.

Camus Energy is a local organization, founded in 2019 and based in San Francisco, CA. Camus Energy is building a software platform to provide grid operators and load serving entities with advanced situational awareness, insight, and control. Leveraging pioneering work at Google, SpaceX, NREL, and Uber, Camus Energy brings expertise in distributed software systems, cloud computing, real-time analytics, solar power Item 1k
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1k Agenda Date: 8/14/2024

Page 2 of 3 ends

systems, and high-reliability computing. Camus Energy’s current customers include several co-ops, municipal utilities, IOUs, and SVCE.

ANALYSIS & DISCUSSION
DAISY 1.0 (Prior State)
DAISY 1.0, beginning in 2019, integrated key datasets such as historical energy consumption, distributed energy resource adoption, and other demand-side data. In addition, systems were developed to facilitate daily data transfers from SVCE’s meter data manager, Calpine. Staff leveraged DAISY 1.0 for various ad hoc and strategic analyses, including: equity analyses, revenue modeling, and targeted marketing.

DAISY 2.0 (Current State)
In early 2021, staff scoped DAISY 2.0, a more robust version of DAISY 1.0 to support SVCE’s data warehousing, data analytics, and reporting needs, including the data workflows outlined above. Work began on DAISY 2.0 in late 2021 to serve as a central, secure repository of data with proper ETL (Extract, Transform, Load) systems in place, and better enable efficient, high-impact analyses and reporting. DAISY 2.0 thus far has updated and improved quality and increased refresh frequency of key datasets within its data warehouse (BigQuery). Camus has standardized data types across all datasets using an established data model, including developing key processes for geocoding and address standardization. All staff across SVCE now have access to core dashboards that provide insights on topics including historical load and trends in vehicle adoption. DAISY

2.0 accommodates multiple user types that span a range of experience and functions. These improvements have allowed Staff to leverage DAISY 2.0 for various high-impact strategic analyses including assessing vehicle and building trends within SVCE territory, assessing customer bill impacts, complex program EM&V, and historical load analysis.

DAISY 3.0 (Future State)
An extension of the original agreement with Camus Energy will ensure a more efficient transition to SVCE’s future state of DAISY 3.0, in which SVCE will bring the majority of DAISY management and development in-house. Long-term, this will streamline DAISY development and improve DAISY’s extensibility as a platform that serves all teams across SVCE. Key tasks (outlined in Attachment 1) for this extension will focus on automated data ingestion for key datasets used frequently by Staff; automated and standardized processes of geocoding address-based datasets; improved documentation and transparency of ingestion pipelines; and established best practices and protocols for managing DAISY. These key tasks will enable Staff to take over DAISY management and unlock the capability to extend DAISY to support additional business use cases. For example, it will enable Staff to prioritize ingestion of additional datasets such as weather data and program data as well as expand analytics to include geospatial analyses, data workflows within BigQuery, and more complex analytics.

Staff recommends extension of the original agreement with Camus Energy for data analytics platform services via the attached draft third amendment (Attachment 1). An extension with Camus Energy will allow staff to co-create a DAISY 2.0 final state with centralized and secure data to enable data-driven decision-making across the organization and scale-up company-wide data warehousing and analytical capabilities.

STRATEGIC PLAN
The agreement supports SVCE’s 2023 Strategic Plan Goal 15: “Enable data-driven decision-making across the organization” by updating and maintaining DAISY as a centralized data hub; developing and maintaining a core suite of interactive dashboard reports; implementing a company-wide training plan for data self-service; integrating data sources to enhance data-drive insights; and supporting complex data analytics support across SVCE. Additionally, this agreement supports Goal 22: “Enable data-driven decision-making across the organization; automate, integrate, and streamline, business process to minimize operational risk and move the organization towards industry best practices from its startup phase” by empowering SVCE-wide data-driven decision-making with established systems and infrastructure through DAISY.

ALTERNATIVE
Item 1k
Agenda Item: 1k Agenda Date: 8/14/2024

Page 3 of 3 ends

Do not authorize CEO to execute the amended agreement with Camus Energy. The agreement with Camus Energy would expire in September 2024 and staff would need to issue a solicitation for a vendor to continue managing and developing DAISY or bring these functions in-house sooner than anticipated. These functions, including development of tools and applications, would require significant staff time and vendor expertise. The additional time required issue a solicitation and onboard a new vendor while training staff to take over key functions would lead to delays in implementation. In addition, the lack of a longer, one-year transition period may cause interruptions to DAISY’s current functionality.

FISCAL IMPACT
The proposed agreement amendment which adds a cost NTE $176,000 (for a new not to exceed total of $664,000) is included in the proposed budget for Fiscal Year 2024-25 which the Board is scheduled to consider at its September 2024 meeting.

ATTACHMENTS

1. Proposed draft third amendment to agreement with Camus Energy for Data Analytics Platform Services

2. Second amendment to agreement with Camus Energy for Data Analytics Platform Services

3. First amendment to agreement with Camus Energy for Data Analytics Platform Services

4. Original agreement with Camus Energy for Data Analytics Platform Services Item 1k
-1-
THIRD AMENDMENT TO AGREEMENT WITH CAMUS ENERGY INC.

WHEREAS, the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency (“Authority”), and CAMUS ENERGY, INC. entered into that certain agreement entitled SOFTWARE AS A SERVICE, effective on September 9, 2021, hereinafter referred to as “Original Agreement”; and WHEREAS, on December 17, 2021, Authority and CAMUS ENERGY INC. enter into a First Amendment to make certain amendments to the Original Agreement; and WHEREAS, on April 18, 2022, Authority and CAMUS ENERGY INC. enter into a Second Amendment to make certain amendments to the Original Agreement; and WHEREAS, Authority and CAMUS ENERGY, INC. have determined it is in their mutual interest to further amend certain terms of the Original Agreement.

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

1. Section 2 - Not to Exceed Amount of Original Agreement shall be amended as follows:

SVCE shall be responsible for and shall pay to Service Provider the fees as further described in Exhibit A, subject to the terms and conditions contained in this Agreement, including, but not limited to, Section 10 Fees; Billing, below. The total amount payable to Service Provider under this Agreement shall not exceed six hundred sixty-four thousand ($664,000). This represents a one hundred seventy-six thousand ($176,000) increase over the original Not to Exceed Amount.

2. EXHIBIT B SCHEDULE OF PERFORMANCE of Original Agreement shall be amended to add work product for delivery of services from September 9, 2024 thru September 8, 2025. The new deliverables are outlined below:
● At a high-level, push all existing tables for key datasets to their end state. These datasets include customer attributes (PG&E 4013, GreenPrime enrollment), AMI data, interval electricity and gas readings, billing volumes for electricity and gas, vehicle registration, interconnection, settlement quality meter data, and tax assessor data. The following will be addressed:
● Refreshes to the newest data and desired architecture of tables ● Delivered SQL ingestion pipelines that are capable of automated refreshes of data along with raw data frequency
● Training on manipulating fields
● Additions of geocoding elements (census tract, APN, lat/long, city) ● Robust QA methods especially on tables with automated refreshes as well as invalid values in raw data (mismatched data fields, invalid values) ● Automate and standardize geocoding methodology. This is specifically important for address-based datasets including customer attribute, vehicle, interconnection, and parcel data. o Supporting automated address/location based joins/geocoding ▪ Provide QA checks to identify which addresses could not be geocoded versus which ones have yet to be geocoded
o Fix geocoding for mis-matched addresses and parcels
-2-
o Improve processes for address standardization to allow for joins for multi-family addresses
o Push shapefiles into DAISY (supporting spatial joins with parcels table to identify which customer is in which city, which vehicles/parcels are within SVCE territory) o Clean up any APNs with leading zeroes
● Documentation:
o Diagram flows on ingestion pipelines for each of the core tables o All historical and current Product Requirements Documents for each of the tables that exist within DAISY
o Address standardization flow diagram
o Geocoding flow diagram
o Access to GitHub repository that includes all SQL pipelines and procedures to build and maintain existing tables
o Complete Release Guide with all up-to-date data provenance ● Permissions / process
o Access to Calpine SFTP
o Establish methodology to archive legacy data and future older data reviews (in progress as of 2024-08)
o Assistance in addressing compliance and security, access controls, change management, backups, and process/procedure for maintenance and disasters o Intro to IAM role permissions
▪ Shared Project Queries are currently viewable by all users. Needs to be restricted, if possible.
o Assistance creating a new admin account with administrative permissions for access to edit the stable/fresh/functions datasets as well as all GCS buckets The Fees for this renewal term covering September 9, 2024 until September 8, 2025 shall be one hundred seventy-six thousand dollars ($176,000), paid quarterly in advance.

3. This Third Amendment shall be effective on September 9, 2024.

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

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

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

RECOMMENDED FOR APPROVAL
_____________________________________________________________ Justin Zagunis, Manager of Decarbonization and Grid Innovation Programs

RECOMMENDED FOR APPROVAL
__________________________________________________________ -3-
Amrit Singh, Chief Financial Officer/Director of Administrative Services

CONSULTANT NAME

CAMUS ENERGY, INC
By: _________________________
Name: Raj Raheja
Title: _________________________
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Monica Padilla
Title: Chief Executive Officer
Date: __________________________
-1-

SECOND AMENDMENT TO AGREEMENT WITH CAMUS ENERGY, INC
WHEREAS, the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency (“Authority”), and CAMUS ENERGY, INC entered into that certain agreement entitled SOFTWARE AS A SERVICE, effective on September 9, 2021, hereinafter referred to as “Original Agreement”; and
WHEREAS, Authority and CAMUS ENERGY, INC have determined it is in their mutual interest to amend certain terms of the Original Agreement.

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

1. EXHIBIT B SCHEDULE OF PERFORMANCE section of Original Agreement shall be amended to read as follows:

Task Begin Complete Fees

1. Project scoping
a. Kickoff: framing project goals,
expand on use cases, identify
any changes to key participants
and stakeholders
b. Define any changes to
administrative standards and
processes
c. Conduct data model reviews
with EBCE
September 9, 2021 October 31, 2021
(Complete)
$34,000 due at
project start on
September 9,
2021 (Paid)

2. New dataset ingestion
a. Weather data
(openweathermap.org, National
Weather Service, or other)
b. CAISO market data (historical,
real-time, and day-ahead prices,
grid emissions)
c. Third-party program data
d. Existing forecasting,
procurement, scheduling, and
settlement data from third-party
services
e. Resource and physical asset data
f. Air quality data
g. Write data processing pipeline
components
h. Translate into historical time
series
i. Cross check imported data set
results
September 27,
2021
Data will be made
available to
BigQuery
iteratively over
the course of the
targeted
development
period (In
progress)

3. Transform, standardize, and integrate
data
October 4, 2021 Data will be made
available to
DocuSignEnvelopeID:CFE8545E-835A-4949-8E7C-93C8E420EE78 Item 1k
Attachment 2
Second Amendment to Agreement with Camus
-2-
a. Normalize common dimensions –
e.g. time, location/address, identifier
b. Correlate third-party data sources
with meter and billing info
c. Deploy enabling tools for geocoding,
spatial analysis, and address
standardization
d. Document data model and
standardize processing pipeline to
ensure data provenance
e. Add geocoding and address
standardization to the ETL data
process
a. Confer with EBCE on
geocoding and address
standardization process
BigQuery
iteratively over
the course of the
targeted
development
period (In
progress)

4. Add to existing cloud-based data store
a. Generate snapshot data output
b. Load data set into BigQuery
October 18, 2021 Data will be made
available in
BigQuery
iteratively over
the course of the
development
period. We
expect to have
this completed by
February 28,
2022 (Complete)

5. BigQuery Validation
a. Testing, quality assurance, and
SVCE acceptance of Tasks 2, 3,
and 4
b. Data provenance reporting
March 1, 2022 (In progress)

6. Designs for Data Studio reports
a. Coordination with EBCE,
feedback and input
b. Load aggregation
c. Load shape visualization and
analysis
d. Enrollment reporting
e. Exception reports
f. 75% progress towards 2 reports
by Dec 31, 2021
November 15, 2021 December 31, 2021
(Complete)
$34,000 due on
December 31,
2021 (Paid)

7. Q1 2022 Deliverables:
a. CalTRACK analysis for
Recurve
b. Calpine data gap filling
c. Processing new fields that were
discovered to be required for
Data Studio reports
November 15, 2021 March 31, 2022
(Complete)
$34,000 (To be
invoiced)
DocuSignEnvelopeID:CFE8545E-835A-4949-8E7C-93C8E420EE78 Item 1k
Attachment 2
Second Amendment to Agreement with Camus
-3-
d. 90% progress toward 3 reports
(Enrollment & Churn, Load
Explorer, Load Profile Explorer)

8. Designs for Map UI
a. Data aggregations and map
visualizations (heatmaps,
choropleths, and municipality
based views)
b. Leveraging various data inputs
as requested by SVCE (e.g.,
census tract, ICE/EV/PHEV
penetration, PSPS events, etc.)
February 15, 2022 July 31, 2022 (In
progress)

9. Designs for Dashboards and Reports
a. Municipality aggregation
b. Decarbonization potential
c. Supply & Demand Analysis
d. Census tract analysis
July 1, 2022 TBD

10. Develop and deploy tool for weather
normalization
March 1, 2022 TBD

11. Map UI Implementation April 1, 2022 July 31, 2022

12. Dashboard and Report implementation April 1, 2022 TBD

13. Data provenance through UI
infrastructure
June 1, 2022 TBD

14. Map and Dashboard Validation
a. Testing, quality assurance, and
SVCE acceptance of Tasks 9,
10, 11, and 12
July 1, 2022 TBD

15. Q2 2022 milestone* May 1, 2022 July 31, 2022 $48,666.67 due upon SVCE
acceptance of
Q2 2022
milestone

16. Q3 2022 milestone* July 1, 2022 September 30, 2022 $29,333.33 due upon completion and
SVCE
acceptance of
Q3 2022
milestone

17. Q4 2022 milestone* October 1, 2022 December 31, 2022 For the avoidance of doubt, a
quarterly
payment
schedule of
$44,000 per
quarter (plus any
additional fees
for Authorized
Users and
storage) shall
DocuSignEnvelopeID:CFE8545E-835A-4949-8E7C-93C8E420EE78 Item 1k
Attachment 2
Second Amendment to Agreement with Camus
-4-
continue
hereafter

18. Q1 2023 milestone* January 1, 2023 March 31, 2023

19. Q2 2023 milestone* April 1, 2023 June 30, 2023

20. Q3 2023 milestone* July 1, 2023 September 30, 2023

21. Q4 2023 milestone* October 1, 2023 December 31, 2023

22. Q1 2024 milestone* January 1, 2024 March 31, 2024

23. Q2 2024 milestone* April 1, 2024 June 30, 2024

24. Q3 2024 milestone* July 1, 2024 September 9, 2024
*In addition to the maintenance of core functionalities as described in Exhibit A, each quarterly milestone will involve the delivery of DAISY 2.0 enhancements. The specific enhancements to be completed in each quarter are to be defined by SVCE and Service Provider prior to the beginning of the quarter, but may be altered during the course of the quarter in the event that reprioritization is needed. Timelines may be adjusted based on emerging requirements. Any timelines assume that the required data is accessible from either SVCE or specified partners at the start of the milestone, and that it contains enough fidelity for key analyses. If there are larger than expected gaps, or significant delays, it may impact the project delivery timeline.

DAISY 2.0 enhancements can be broadly categorized into tiers below. However, each deliverable is subject to a scoping exercise and timelines may be adjusted based on emerging requirements.

2. This Amendment shall be effective on April 18, 2022.

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

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

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

DocuSignEnvelopeID:CFE8545E-835A-4949-8E7C-93C8E420EE78 Item 1k
Attachment 2
Second Amendment to Agreement with Camus
-5-

RECOMMENDED FOR APPROVAL
_____________________________________________________________ Justin Zagunis, Director of Decarbonization and Grid Innovation Programs

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

CONSULTANT NAME

CAMUS ENERGY, INC
By: __________________________
Name: Astrid Atkinson
Title: _________________________
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Girish Balachandran
Title: Chief Executive Officer
Date: __________________________
DocuSignEnvelopeID:CFE8545E-835A-4949-8E7C-93C8E420EE78 4/18/2022
CEO
4/18/2022
Item 1k
Attachment 2
Second Amendment to Agreement with Camus
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-1-

FIRST AMENDMENT TO AGREEMENT WITH CAMUS ENERGY, INC
WHEREAS, the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency (“Authority”), and CAMUS ENERGY, INC entered into that certain agreement entitled SOFTWARE AS A SERVICE, effective on September 9, 2021, hereinafter referred to as “Original Agreement”; and
WHEREAS, Authority and CAMUS ENERGY, INC have determined it is in their mutual interest to amend certain terms of the Original Agreement.

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

1. EXHIBIT B SCHEDULE OF PERFORMANCE section of Original Agreement shall be amended to read as follows:

Task Begin Complete Fees

1. Project scoping
a. Kickoff: framing project goals,
expand on use cases, identify
any changes to key participants
and stakeholders
b. Define any changes to
administrative standards and
processes
c. Conduct data model reviews
with EBCE
September 9, 2021 October 31, 2021 $34,000 due at
project start on
September 9,
2021 (pending
Board approval)

3. Transform, standardize, and integrate
data
October 4, 2021 Data will be made
available to
DocuSignEnvelopeID:AE2F0C50-F652-42ED-9B2F-4FE89BD2F9A4 Item 1k
Attachment 3
First Amendment to Agreement with Camus
-2-
a. Normalize common dimensions –
e.g. time, location/address, identifier
b. Correlate third-party data sources
with meter and billing info
c. Deploy enabling tools for geocoding,
spatial analysis, and address
standardization
d. Document data model and
standardize processing pipeline to
ensure data provenance
e. Add geocoding and address
standardization to the ETL data
process
a. Confer with EBCE on
geocoding and address
standardization process
BigQuery
iteratively over
the course of the
targeted
development
period

5. BigQuery Validation
a. Testing, quality assurance, and
SVCE acceptance of Tasks 2, 3,
and 4
b. Data provenance reporting
March 1, 2022 March 31, 2022 $34,000 due upon
SVCE
acceptance of
data in
BigQuery on
March 31, 2022

7. Designs for Map UI
a. Data aggregations and map
visualizations (heatmaps,
choropleths, and municipality
based views)
b. Leveraging various data inputs
as requested by SVCE (e.g.,
census tract, ICE/EV/PHEV
penetration, PSPS events, etc.)
February 15, 2022 March 31, 2022
DocuSignEnvelopeID:AE2F0C50-F652-42ED-9B2F-4FE89BD2F9A4 Item 1k
Attachment 3
First Amendment to Agreement with Camus
-3-

8. Designs for Dashboards and Reports
a. Municipality aggregation
b. Decarbonization potential
c. Supply & Demand Analysis
d. Census tract analysis

9. Develop and deploy tool for weather
normalization
March 1, 2022 March 31, 2022

10. Map UI Implementation April 1, 2022 May 31, 2022

11. Dashboard and Report implementation April 1, 2022 May 31, 2022

12. Data provenance through UI
infrastructure
June 1, 2022 June 30, 2022

13. Map and Dashboard Validation
a. Testing, quality assurance, and
SVCE acceptance of Tasks 9,
10, 11, and 12
July 1, 2022 July 31, 2022 $48,666.67 due upon
SVCE
acceptance of
Map and
Dashboard UI
on July 31, 2022

14. Q3 2022 milestone* July 1, 2022 September 30, 2022 $29,333.33 due upon completion and
SVCE
acceptance of
Q3 2022
milestone

15. Q4 2022 milestone* October 1, 2022 December 31, 2022 For the avoidance of doubt, a
quarterly
payment
schedule of
$44,000 per
quarter (plus any
additional fees
for Authorized
Users and
storage) shall
continue
hereafter

16. Q1 2023 milestone* January 1, 2023 March 31, 2023

17. Q2 2023 milestone* April 1, 2023 June 30, 2023

18. Q3 2023 milestone* July 1, 2023 September 30, 2023

19. Q4 2023 milestone* October 1, 2023 December 31, 2023

20. Q1 2024 milestone* January 1, 2024 March 31, 2024

21. Q2 2024 milestone* April 1, 2024 June 30, 2024

22. Q3 2024 milestone* July 1, 2024 September 9, 2024
*In addition to the maintenance of core functionalities as described in Exhibit A, each quarterly milestone will involve the delivery of DAISY 2.0 enhancements. The specific enhancements to be completed in each quarter are to be defined by SVCE and Service Provider prior to the beginning of the quarter, but may be altered during the course of the quarter in the event that reprioritization is needed. Timelines may be adjusted based on emerging requirements. Any timelines DocuSignEnvelopeID:AE2F0C50-F652-42ED-9B2F-4FE89BD2F9A4 Item 1k
Attachment 3
First Amendment to Agreement with Camus
-4-
assume that the required data is accessible from either SVCE or specified partners at the start of the milestone, and that it contains enough fidelity for key analyses. If there are larger than expected gaps, or significant delays, it may impact the project delivery timeline.

DAISY 2.0 enhancements can be broadly categorized into tiers below. However, each deliverable is subject to a scoping exercise and timelines may be adjusted based on emerging requirements.

DAISY 2.0 Enhancement Tier Estimated Time Example Deliverables Tier 1 3-12 months ● Open source work of
data models, translation
layers, or dashboards
Tier 2 6-8 weeks ● New enabling tool
● New key application
(e.g. load forecasting)
Tier 3 4 weeks ● New core dashboard
● New core report
Tier 4 2 weeks ● New dataset ingestion
The schedule of performance table is intended to match the below Gantt chart for both payment and expected milestones for the first year of the contract, with work covering the period August and September 2022 TBD.

2. This Amendment shall be effective on December 17, 2021.

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

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

RECOMMENDED FOR APPROVAL
_____________________________________________________________ Justin Zagunis, Manager of Decarbonization and Grid Innovation Programs DocuSignEnvelopeID:AE2F0C50-F652-42ED-9B2F-4FE89BD2F9A4 Item 1k
Attachment 3
First Amendment to Agreement with Camus
November December January February
Work TBD $29,333.33
Designs and implementation for two (2) Data Studio reports with EBCE Designs and implementation for remaining Data Studio reports with EBCE Designs for Map UI and Reports
Develop tool for weather normalization
Map UI implementation
Dashboards and Reports implementation
Data provenance through UI infrastructure
Validation, testing, and acceptance
Project Scoping
Conduct model reviews with EBCE
Data ETL and delivery to BigQuery
-- Includes Geocoding and address standardization process -- Includes cross-checking geocoding process with EBCE
••Promises iterative development (not a big bang release on Feb 28) Data provenance reporting, validation, testing, and acceptance September October
$34,000
March April May June July August September
$34,000
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RECOMMENDED FOR APPROVAL
__________________________________________________________ Amrit Singh, Chief Financial Officer/Director of Administrative Services

CONSULTANT NAME

CAMUS ENERGY, INC
By: __________________________
Name: Astrid Atkinson
Title: _________________________
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Girish Balachandran
Title: Chief Executive Officer
Date: __________________________
DocuSignEnvelopeID:AE2F0C50-F652-42ED-9B2F-4FE89BD2F9A4 CEO
12/29/2021
12/29/2021
Item 1k
Attachment 3
First Amendment to Agreement with Camus
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2/21 Version

MASTER AGREEMENT

SOFTWARE AS A SERVICE
This agreement (“Agreement“) is entered into and is effective as of September 9, 2021 (“Effective Date”), by and between Silicon Valley Clean Energy, an independent public agency located at 333 W. El Camino Real, Suite 330, Sunnyvale, CA, 94087, (“SVCE”) and Camus Energy, Inc., a Delaware corporation located at 1333 Minna Street, San Francisco, CA 94103 (“Service Provider”).

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

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

1. Term. This Agreement is legally binding as of the Effective Date and shall continue until terminated as provided for herein. Unless this Agreement is terminated earlier in accordance with the terms set forth herein, the term (the “Initial Term“) shall commence on the Effective Date and continue for three (3) years.

Following the Initial Term and unless otherwise terminated as provided for in this Agreement, this Agreement may be renewed for up to three (3), successive one (1) year terms (each, a “Renewal Term”) upon mutual written agreement of the parties.

2. Not to Exceed Amount. SVCE shall be responsible for and shall pay to Service Provider the fees as further described in Exhibit A, subject to the terms and conditions contained in this Agreement, including, but not limited to, Section 10 Fees; Billing, below. The total amount payable to Service Provider under this Agreement shall not exceed four hundred eighty-eight thousand ($488,000).

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

3.1 Authorized Users. Unless otherwise limited herein, Service Provider grants SVCE a renewable, irrevocable except as explicitly set forth in this Agreement, nonexclusive, royalty-free, and DocuSignEnvelopeID:33362FF2-C0FD-46E1-884C-31DDD2419D61 Item 1k
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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 Services for the purposes set out in this Agreement. Other than any limitations otherwise described herein, Authorized Users will have no other limitations on their access to or use of the Services.

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

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

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

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

Service Provider’s use of subcontractors shall not relieve Service Provider of any of its duties or obligations under this Agreement.

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

3.6 Development and Test Environments. In addition to production use of the Services, SVCE is entitled to one development and one test environment for use by Authorized Users at no additional charge. Such non-production environments shall have the same data storage and processing capacities as the production environment. Service Provider shall cooperate with SVCE’s requests in managing the non-production environments such as refreshing SVCE Data upon request.

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

3.8 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) DocuSignEnvelopeID:33362FF2-C0FD-46E1-884C-31DDD2419D61 Item 1k
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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 has introduced like functionality in other services, SVCE shall have an additional license and subscription right to use and access the new services, at no additional charge, with the same rights, obligations, and limitations as for the Services. Where Service Provider increases functionality in the Services, such functionality shall be provided to SVCE without any increase in the Services Fees.

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

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

3.11 Compliance with All Laws. Service Provider shall keep itself informed of all applicable federal, state and local laws, ordinances, codes, regulations and requirements which may, in any manner, affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Service Provider shall, at all times, observe and comply with all such laws and regulations, including, but not limited to the Americans with Disabilities Act. 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 make available 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 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 make available a report for a Service Level in the applicable timeframe, the Service Level shall be deemed to be completely failed for the purposes of calculating a Performance Credit. Service Provider shall, without charge, make SVCE’s historical Service Level reports available to SVCE upon request.

4.3 Failure to Meet Service Level Standards. In the event Service Provider does not meet a Service Level Standard, Service Provider shall: (a) owe to SVCE any applicable Performance Credit, as liquidated damages and not as a penalty; and, (b) use its best efforts to ensure that any unmet Service Level Standard is subsequently met. Notwithstanding the foregoing, Service Provider will use its best efforts to minimize the impact or duration of any outage, interruption, or degradation of Service.

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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; and, (d) the Services work with the then-current version and the three prior versions of Internet Explorer, Mozilla Firefox, and Google Chrome Internet browsers.

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

5.2.1 Required Notice of Maintenance. 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.

5.2.2 Acceptance of Non-Emergency Maintenance. Unless as otherwise agreed to by SVCE on a case-by-case basis, for non-emergency maintenance, SVCE shall have a ten (10) business day period to test any maintenance changes prior to Service Provider introducing such maintenance changes into production (the “Maintenance Acceptance Period”). In the event that SVCE rejects, for good cause, any maintenance changes during the Maintenance Acceptance Period, Service Provider shall not introduce such rejected maintenance changes into production. At the end of the Maintenance Acceptance Period, if SVCE has not rejected the maintenance changes, the maintenance changes shall be deemed to be accepted by SVCE and Service Provider shall be entitled to introduce the maintenance changes into production.

5.3 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.

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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 thirty (30) days prior written notice to the Service Provider.

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

8.3 Payments upon Termination. Upon the termination of this Agreement, 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 one (1) business day following the termination of this Agreement, provide SVCE, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Service Provider), with a final extract of the SVCE Data in the format specified by SVCE, and make such extract available to SVCE for electronic retrieval for a period of thirty (30 days). Further, Service Provider shall certify to SVCE the destruction of any SVCE Data within the possession or control of Service Provider, in accordance with Section 13.5, but such destruction shall occur only after the SVCE Data has been returned to SVCE. This Section shall survive the termination of this Agreement.

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

9. Transition Services. For a period of up to three (3) months (the “Transition Services Period”), 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”) prior to or following the termination of this Agreement, in whole or in part. The Transition Services may include: (a) developing a DocuSignEnvelopeID:33362FF2-C0FD-46E1-884C-31DDD2419D61 Item 1k
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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. For the avoidance of doubt, Service Provider shall be compensated for such Transition Services for the duration of the Transition Services Period on a time and materials basis, as further described in Exhibit A, unless an alternative fee is mutually agreed upon by the Parties, or such Transition Services are provided without charge as set forth in this Agreement.

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

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

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

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

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

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

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.

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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;

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 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; DocuSignEnvelopeID:33362FF2-C0FD-46E1-884C-31DDD2419D61 Item 1k
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11.2.8 it shall disclose any third-party (which shall, for purposes of this Agreement, be deemed a subcontractor) whose intellectual property is incorporated into the Services or who is necessary for the performance of the Services and it shall maintain in-force written agreements with such third-party, if any, for the term of this Agreement;

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

11.2.10 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;

11.2.11 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;

11.2.12 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,

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

12. SVCE Data.

12.1 Ownership. SVCE’s data (“SVCE Data,” which shall also be known and treated by Service Provider as Confidential Information) shall include: (a) SVCE’s data collected, accessed, used, processed, stored, or generated as the result of the SVCE’s use of the Services; and, (b) personally identifiable information (“PII“) collected, used, processed, stored, or generated as the result of the use of the Services, including, without limitation, any information that identifies an individual, such as an individual’s social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother’s maiden name, email address, credit card information, or an individual’s name in combination with any other of the elements listed herein.

Except where subject to a third party’s intellectual property rights, all SVCE Data is and shall remain the sole and exclusive property of SVCE and all right, title, and interest in the same belongs to SVCE. This Section shall survive the termination of this Agreement.

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

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

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

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

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

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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 California Public Records Act (Gov. Code § 6250 et seq.). If a request under the California Public Records Act is made to view Service Provider’s Confidential Information, SVCE shall notify Service Provider of the request and the date that such records will be released to the requester unless Service Provider obtains a court order enjoining that disclosure. If Service Provider fails to obtain a court order enjoining that disclosure, SVCE will release the requested information on the date specified.

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

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

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14. Data Privacy and Information Security.

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

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

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

14.3 Right of Audit by SVCE. Without limiting any other audit rights of SVCE, SVCE shall have the right to review Service Provider’s data privacy and information security program prior to the commencement of Services and from time to time during the term of this Agreement. During the providing of the Services, on an ongoing basis from time to time and without notice, SVCE, at its own expense, shall be entitled to perform, or to have performed, an on-site audit of Service Provider’s data privacy and information security program during Service Provider’s normal business hours and with at least five (5) business days prior written notice. In lieu of an on-site audit, upon request by SVCE, Service Provider agrees to complete, within forty-five (45 days) of receipt, an audit questionnaire provided by SVCE regarding Service Provider’s data privacy and information security program.

14.4 Audit Findings. Service Provider shall use best efforts to implement any required safeguards as identified by SVCE or by any audit of Service Provider’s data privacy and information security program and shall provide written explanation of why any required safeguard cannot be implemented and how that issue will otherwise be addressed.

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.

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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; provided that in the event of a dispute between the parties, the parties will first attempt in good faith to resolve such dispute by written notice to the designated points of contact of each party, who will attempt in good faith to resolve such dispute by negotiation and consultation as soon as reasonably practicable following receipt of such written notice.

15. Proprietary Rights.

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

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

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

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, DocuSignEnvelopeID:33362FF2-C0FD-46E1-884C-31DDD2419D61 Item 1k
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copyright, trade secret, trademark, or other proprietary right. Notwithstanding the foregoing, Service Provider will have no liability or obligation with respect to any Claim to the extent such Claim is caused by (A) compliance with designs, guidelines, plans or specifications provided by SVCE; (B) use of the Services by SVCE not in accordance with this Agreement; (C) modification of the Services by any party other than Service Provider without Service Provider’s express consent; (D) SVCE Confidential Information or (E) the combination, operation, or use of the Services with other applications, portions of applications, product(s) or services where the Services would not by itself be infringing. In the event that Service Provider is enjoined from providing the Services and such injunction is not dissolved within thirty (30) calendar days, or in the event that SVCE is adjudged, in any final order of a court of competent jurisdiction from which no appeal is taken, to have infringed upon or misappropriated any patent, copyright, trade secret, trademark, or other proprietary right in the access or use of the Services, then Service Provider shall, at its expense: (a) obtain for SVCE the right to continue using such Services; (b) replace or modify such Services so that they do not infringe upon or misappropriate such proprietary right and is free to be used by SVCE; or, (c) in the event that Service Provider is unable or determines, in its reasonable judgment, that it is commercially unreasonable to do either of the aforementioned, Service Provider shall reimburse to SVCE any prepaid fees and the full cost associated with any Transition Services.

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

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

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 DocuSignEnvelopeID:33362FF2-C0FD-46E1-884C-31DDD2419D61 Item 1k
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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.

16.6 Limitation of Liability. UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR

OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER FOR (A) ANY INDIRECT,

SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER,

INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR

BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR

DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A REPRESENTATIVE

OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE

POSSIBILITY OF SUCH DAMAGES, OR (B) ANY DIRECT DAMAGES, COSTS, OR LIABILITIES (EXCLUDING SVCE’S PAYMENT OBLIGATIONS) IN EXCESS OF THE AMOUNTS PAID OR PAYABLE BY SVCE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO: (A) A PARTY’S OBLIGATIONS AS TO INDEMNIFICATION, AS FURTHER DESCRIBED IN THIS AGREEMENT; (B) DAMAGES CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (C) A PARTY’S BREACH OF ITS OBLIGATIONS OF CONFIDENTIALITY, AS FURTHER DESCRIBED IN SECTION 12 OF THIS AGREEMENT. This Section shall survive the termination of this Agreement.

17. General.

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

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

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

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

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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.

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.

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

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

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

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

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

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

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

17.17 Conflict Of Interest. Service Provider warrants that it, its officers, employees, associates and subcontractors, presently have no interest, and will not acquire any interest, direct or indirect, 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, DocuSignEnvelopeID:33362FF2-C0FD-46E1-884C-31DDD2419D61 Item 1k
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shall comply with all conflict of interest statutes of the State of California applicable to Service Provider’s services under this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Service Provider may perform similar services for other clients, but Service Provider and its officers, employees, associates and subcontractors shall not, without the SVCE Representative’s prior written approval, perform work for another person or entity for whom Service Provider is not currently performing work that would require Service Provider or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Service Provider shall incorporate a clause substantially similar to this Section into any subcontract that Service Provider executes in connection with the performance of this Agreement.

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

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

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

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

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

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

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

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

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.

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SILICON VALLEY CLEAN ENERGY (SVCE)
By:

Name: Girish Balachandran
Title: Chief Executive Officer
Date:

Address for Notice:
333 W. El Camino Real
Suite 330
Sunnyvale, CA, 94087

CAMUS ENERGY, INC
By:

Name:

Title:

Date:

Address for Notice:
1333 Minna Street
San Francisco, CA 94103
APPROVED AS TO FORM:
__________________
Counsel for Authority
ATTEST:
_____________
Authority Clerk
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AstridAtkinson
CEO
9/9/2021
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EXHIBIT A

STATEMENT OF SERVICES, SUPPORT, AND SERVICE LEVEL AGREEMENT This Exhibit A - Statement of Services and Service Level Agreement shall be incorporated in and governed by the terms of that certain Master Software as a Service Agreement by and between SILICON VALLEY CLEAN ENERGY (“SVCE“) and CAMUS ENERGY, INC. (“Service Provider”) dated September 9, 2021, (“Agreement”).

In the event of a conflict between the provisions contained in the Agreement and those contained in this Exhibit A, the provisions contained in the Agreement shall prevail.

Services Description. Service Provider shall provide the following Services to SVCE through this Agreement:

1. Cloud Data Platform delivery

2. Enabling Tools development and deployment

3. Ongoing Services
Cloud Data Platform delivery. Service Provider shall provide software development and cloud administration services to deliver the following DAISY 2.0 core functionalities:
· Data storage
· Extract, transform, load (ETL) of SVCE, PG&E, Calpine, and other datasets, including:
o Weather data (historical, real-time, and forecast), e.g. temperature, insolation, HDD, CDD, upper air data
o CAISO market data, e.g. historical, real-time, and day-ahead prices, grid emissions o Third-party program data
o Existing forecasting, procurement, scheduling, and settlement data from third-party services o Resource and physical asset data, e.g. forecasted generation, actual generation, pricing at local nodes o Air quality data
· Data warehousing
· Data visualization, including mapping capability
· Dashboards: create, save, share, update, and versioning · Reports: create, save, share, update, and versioning
· Customizable user access permissions
· Ability to create custom tables
· Ability to integrate with third-party applications and standard tools such as Excel, Tableau, etc. · Query library and version control
· Data provenance: ability to track data lineage and data processing steps Service Provider shall maintain and provide SVCE with access to the DAISY 2.0 cloud data platform hosted on Google Cloud Platform (GCP), including:
· Google Cloud Storage buckets
· BigQuery data warehouse
· ETL pipelines
· Google Data Studio
Service Provider shall maintain and provide SVCE with up-to-date documentation on the tables in the BigQuery data warehouse. The documentation will include sample queries for each table and data provenance descriptions for all ingested data fields in the BigQuery data warehouse.

Service Provider shall configure DAISY 2.0 with the appropriate permissions to support, at minimum, the following SVCE user tiers:

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Role Functions Minimum Background
Tier 1 • View and explore shared
dashboards and reports
• N/A
Tier 2 • Use and extract insights from
specific applications (e.g. load
forecasting application)
• All functions in Tier 1
• Familiarity with platform UI
• Familiarity with relevant
applications
Tier 3 • Perform ad hoc queries and
export data
• Create data visualizations
• Conduct strategic analyses
• All functions in Tiers 1 and 2
• SQL knowledge
• Familiarity with platform UI
• Familiarity with relevant
applications
Tier 4 • Oversee data cleaning and
ingestion
• Create custom tables
• Create, manage, and share
dashboards and reports
• All functions in Tiers 1, 2, and 3
• SQL knowledge
• Familiarity with platform UI
• Familiarity with all applications
• Familiarity with all data sources
• GIS experience
DAISY 2.0 should have customizable user access permissions to enable the creation of the above user roles, as well as other user roles that may be established in the future. The estimated number of tier 4 users is up to five. Each lower tier is expected to have a higher number of users, where tier 1 users could potentially be SVCE customers or member agencies. For the avoidance of doubt, a tier 1 user who is not an SVCE employee, contractor, or agent is not considered an Authorized User for the purposes of this Agreement.

All data models and translation layers developed as part of this Agreement shall be shared under an open-source license such as Apache 2.0., to be prioritized in the appropriate milestone.

All data models, translation layers, dashboards, tools, and applications developed as a part of this Agreement shall be shared with SVCE in a code repository under a commercially reasonable license such as Apache 2.0 license.

Enabling Tools development and deployment. Service Provider shall work with SVCE to deploy the following enabling tools:

Enabling Tool Description
Geocoding Convert an address into latitude/longitude coordinates for the centroid of the parcel.

Spatial analysis Enable spatial joins between features to link latitude/longitude coordinates to assessor’s parcel
number (APN), census tract, etc.

Address standardization Standardize addresses across datasets to improve address matching.

Weather normalization Leverage weather data, historical energy consumption data and/or other key data sets to measure the impact
of weather on electricity and natural gas consumption.

Produce weather-normalized electricity and gas
consumption profiles on a customer-level and in
aggregate.

If the enabling tool is an existing, state-of-the-art tool (either their own or from a third party), then Service Provider will take the following steps to integrate the tool into DAISY 2.0:

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1. Initialize tool
a. Perform the initial configuration, including connection with DAISY 2.0, and provide trainings for the tool
b. Provide documentation for SVCE’s use case for the tool

2. Set up user account capabilities as specified in the user tiers table above a. Set up account access for tier 4 users
b. Provide user management documentation for tier 4 users so they can create other users at any point If the enabling tool will be built or significantly customized as part of this Agreement, then Service Provider will take the following steps to integrate the tool into DAISY 2.0:

1. Work with SVCE to define the tool requirements

2. Provide the project timeline with intermediate deliverables and weekly progress reviews

3. Develop tool

4. Work with SVCE for alpha and beta testing

5. Deploy production version of the tool
As a part of building enabling tools, dashboards, applications, integrating new data sources, or enhancing the DAISY

2.0 data model, the Service Provider may seek to leverage expertise from East Bay Community Energy (EBCE).

Service Provider may reach out to EBCE (by email with SVCE approval and with SVCE copied) for support, insight, and experience with similar or identical datasets. Any fees incurred by EBCE providing this support to Service Provider will be governed by a Consulting Service Agreement between SVCE and EBCE. Any and all work incurred by Service Provider will be governed by this Agreement.

Ongoing Services. Beginning on the effective date of this Agreement, and for the duration of the Agreement, Service Provider shall provide software development and cloud administration services to deliver the following ongoing services for DAISY 2.0:
· Provide collaborative system administration services to SVCE’s cloud data platform on GCP · Given that SVCE’s data sets include personally identifiable information, follow state-of-the-art encryption standards for data transfer, data at rest, and data disposal · Maintain and enhance enabling tools as needed
· Develop and maintain ETL pipelines
o Ingest datasets into data warehouse on a regular basis, ranging from daily to monthly o Enhance and/or create pipelines for new/updated sources of data from SVCE, PG&E, Calpine, and other sources on an ongoing basis. Data formats can change for existing data sources. · Develop and manage core tables, dashboards, reports
· Provide ongoing support to tier 2, 3, and 4 users, e.g. query troubleshooting, answering questions related to data, tools, and documentation
· Mitigate and resolve any issues associated with the data services, as reported by SVCE. Service Provider will provide such support consistent with contractual service levels, including responsiveness and timeliness. · Develop and maintain key applications to address use cases including, but not limited to:
o Load forecasting
o Precision program design & targeting
o Load shape analysis and load disaggregation
o Customer segmentation
o Public-facing dashboard
o Evaluation, Measurement, and Verification (EM&V)
o Distributed energy resource (DER) forecasting
o DER/electrification adoption models
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The prioritization of DAISY 2.0 enhancements (e.g. new ETL pipelines, dashboards, reports, tools, and applications) are to be determined by SVCE. Service Provider and SVCE will schedule biweekly meetings to check in on the status of deliverables and revisit prioritization for each 2-week release cycle.

Start Date and End Date. Services shall begin on the Effective Date and be delivered over the course of 3 years according to the timelines laid out in Exhibit B. These dates represent the Initial Term of this Agreement.

Authorized Users and Services Fees. This Agreement will be governed by a Software-as-a-Service pricing model.

Camus Energy Software-as-a-Service platform subscription fee is $100,000/year for the first year and $140,000 in the second and successive years. The platform includes 50 TB of storage and up to 10 Authorized Users of any tier.

Storage may be added in increments of 10 TB for $2,400/year. Users may be added in increments of 10 users for $10,000/year. Google Cloud Storage and Compute Fees are $36,000/year. Service Provider shall invoice SVCE a fee of $136,000 for year 1 as outlined in the milestones in Exhibit B plus additional fees for additional Authorized Users and storage. In second and successive years, Service Provider shall invoice SVCE a fee of $44,000 per quarter for years 2 and 3 plus any additional fees for additional Authorized Users and storage.

Storage Threshold(s). Service Provider shall provide 50 TB of storage and include backups and additional environments as required by this Agreement. Storage may be added in increments of 10 TB.

Storage Fees. The $36,000/year Google Cloud Storage Fees include 50 TB of storage, as well as backups and additional environments as required by this Agreement. Storage may be added in increments of 10 TB for $2,400/year.

Technical Support Description.

Service Provider will provide to SVCE telephone and email support (“Technical Support”) twenty-four (24) hours per day, seven (7) days per week, three-hundred-sixty-five (365) days per year. Technical Support will include any research and resolution activity performed by Service Provider. a) Request for Technical Support. Authorized Users will make Technical Support requests by calling or emailing Service Provider’s Technical Support staff or by submitting a request via Service Provider’s customer service web portal. The Technical Support staff shall assign to the request the Problem Severity Level (as defined herein) indicated by the requestor.
b) Problem Severity Levels 1 and 2 Response and Resolution. For Technical Support requests not made by telephone, within the Request Response Time of such a request, Service Provider shall confirm to the requestor receipt of the request by Service Provider. If a Problem Severity Level 1 or 2 request cannot be corrected to the reasonable satisfaction of the requestor within the Request Resolution Time after the requestor makes the initial request for Technical Support, Service Provider will: (a) immediately escalate the request to Service Provider’s management; (b) take and continue to take the actions which will most expeditiously resolve the request; (c) provide a hourly report to the requestor of the steps taken and to be taken to resolve the request, the progress to correct, and the estimated time of correction until the request is resolved; and, (d) every [Time Duration], provide increasing levels of technical expertise and Service Provider management involvement in finding a solution to the request until it has been resolved. c) Problem Severity Levels 3 and 4 Response and Resolution. For Technical Support requests not made by telephone, within the Request Response Time of such a request, Service Provider shall confirm to the requestor receipt of the request by Service Provider. If a Problem Severity Level 3 or 4 request cannot be corrected to the reasonable satisfaction of the requestor within the Request Resolution Time after the requestor makes the initial request for Technical Support, at the sole election of requestor: (a) Service Provider will work continuously to resolve the request; or, (b) requestor and Service Provider will mutually agree upon a schedule within which to resolve the request.

Technical Support Problem Severity Levels
a) Problem Severity Level 1.

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1) Description. This Problem Severity Level is associated with: (a) Services, as a whole, are non-functional or are not accessible; (b) unauthorized exposure of all of part of SVCE Data; or, (c) loss or corruption of all or part of SVCE Data.
2) Request Response Time. 30 minutes.
3) Request Resolution Time. 2 hours.
b) Problem Severity Level 2.
1) Description. This Problem Severity Level is associated with significant and / or ongoing interruption of an Authorized User’s use of a critical function (as determined by the Authorized User) of the Services and for which no acceptable (as determined by the Authorized User) work-around is available. 2) Request Response Time. 1 hour.
3) Request Resolution Time. 4 hours.
c) Problem Severity Level 3.
1) Description. This Problem Severity Level is associated with: (a) minor and / or limited interruption of an Authorized User’s use of a non-critical function (as determined by the Authorized User) of the Services; or, (b) problems which are not included in Problem Severity Levels 1 or 2. 2) Request Response Time. 8 hours.
3) Request Resolution Time. 24 hours.
d) Problem Severity Level 4.
1) Description. This Problem Severity Level is associated with: (a) general questions pertaining to the Services; or, (b) problems which are not included in Problem Severity Levels 1, 2, or 3. 2) Request Response Time. 8 hours.
3) Request Resolution Time. 48 hours.

Customization / Integration Services. See Services Description in Exhibit A.

Training Services. Service Provider shall provide each Authorized SVCE User with on-boarding instructions and DAISY 2.0 documentation. In addition, Service Provider shall provide all training described in the Enabling Tools section of Exhibit A.

Transition Services. Service Provider shall be compensated for Transition Services for the duration of the Transition Services Period on a time and materials basis, unless an alternative fee is mutually agreed upon by the Parties, or such Transition Services are provided without charge as set forth in this Agreement. Camus hourly rates are as follows:

Role Hourly Rate
Senior Software Engineer $250
Junior Software Engineer $175
Relationship Manager $250
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Service Levels.
a) Availability Service Level.
1) Definitions.
(a) “Actual Uptime” shall mean the total minutes in the reporting month that the Services were actually available to Authorized Users for normal use.
(b) “Maintenance Window” shall mean the total minutes in the reporting month represented by the following day(s) and time(s) during which Service Provider shall maintain the Services: [Day(s) and Time(s)].
(c) “Scheduled Downtime” shall mean the total minutes in the reporting month represented by the Maintenance Window.
(d) “Scheduled Uptime” shall mean the total minutes in the reporting month less the total minutes represented by the Scheduled Downtime.
2) Service Level Standard. Services will be available to Authorized Users for normal use 100% of the Scheduled Uptime.
3) Calculation. (Actual Uptime / Scheduled Uptime) * 100 = Percentage Uptime (as calculated by rounding to the second decimal point)
4) Performance Credit.
(a) Where Percentage Uptime is greater than 99.98%, no Performance Credit will be due to SVCE. (b) Where Percentage Uptime is equal to or less than 99.98%, SVCE shall be due a Performance Credit in the amount of 10% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Uptime.
5) Example Calculation.
(a) Assuming reporting month is February 2012 (41,760 minutes). (b) Assuming a Maintenance Window of Sundays from Midnight to 4:00 a.m. Eastern Standard Time (equals Scheduled Downtime of 960 minutes).
(c) Scheduled Uptime equals 40,800 minutes (total minutes of 41,760 in February 2012 less 960 minutes of Scheduled Downtime).
(d) Assuming Actual Uptime of 40,000 minutes. A Percentage Uptime is calculated as follows: (40,000 / 40,800) *100 = 98.04%.
(e) The threshold of 99.99% less the Percentage Uptime of 98.04% = 1.95%. (f) The difference is greater than a 1% reduction but is less than a 2% reduction; therefore, SVCE is due 10% of the Services Fees as a Performance Credit.
b) Services Response Time Service Level.

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1) Definition(s).
(a) “Response Time” shall mean the interval of time from when an Authorized User requests, via the Services, a Transaction to when visual confirmation of Transaction completion is received by the Authorized User. For example, Response Time includes the period of time representing the point at which an Authorized User enters and submits data to the Services and the Services display a message to the Authorized User that the data has been saved. (b) “Total Transactions” shall mean the total of Transactions occurring in the reporting month. (c) “Transaction” or “Transactions” shall mean Services web page loads, Services web page displays, and Authorized User Services requests.
2) Service Level Standard. Transactions will have a Response Time of 1 second or less 100% of the time each reporting month during the periods for which the Services are available. 3) Calculation. ((Total Transactions – Total Transactions failing Standard) / Total Transactions) * 100 = Percentage Response Time (as calculated by rounding to the second decimal point). 4) Performance Credit.
(a) Where Percentage Response Time is greater than 95.00%, no Performance Credit will be due to SVCE.
(b) Where Percentage Response Time is equal to or less than 95.00%, SVCE shall be due a Performance Credit in the amount of 1% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Response Time. 5) Example Calculation.
(a) Total Transactions during the reporting month equal 42,078. (b) Total Transactions failing the Standard of 100% equal 2,163. (c) Percentage Response Time is calculated as follows: ((42,078 – 2,163) / 42,078) * 100 = 94.86% (d) The threshold of 95.01% less the Percentage Response Time of 94.86% = .15%. The difference is less than a 1% reduction; therefore, SVCE is not due a Performance Credit. c) Technical Support Problem Response Service Level.
1) Definition. “Total Problems” shall mean the total of problems occurring in the reporting month. 2) Service Level Standard. Problems shall be confirmed as received by Service Provider 100% of the time each reporting month, in accordance with the Request Response Time associated with the Problem Severity Level.
3) Calculation. ((Total Problems – Total Problems failing Standard) / Total Problems) * 100 = Percentage Problem Response (as calculated by rounding to the second decimal point). Note: This Calculation must be completed for each Problem Severity Level.
4) Performance Credit.
(a) Problem Severity Level 1 – 2.

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(1) Where Percentage Problem Response is greater than 99.00%, no Performance Credit will be due to SVCE.
(2) Where Percentage Problem Response is equal to or less than 99.00%, SVCE shall be due a Performance Credit in the amount of 1% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Problem Response. (b) Problem Severity Level 3 – 4.
(1) Where Percentage Problem Response is greater than 90.00%, no Performance Credit will be due to SVCE.
(2) Where Percentage Problem Response is equal to or less than 90.00%, SVCE shall be due a Performance Credit in the amount of .5% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Problem Response. 5) Example Calculation (Using Problem Severity Level 1 – 2). (a) Total Problems during the reporting month equal 68. (b) Total Problems failing the Standard of 100% equal 3. (c) Percentage Problem Response is calculated as follows: ((68 – 3) / 68) * 100 = 95.59% (d) The threshold of 99.01% less the Percentage Problem Response of 95.59% = 3.42%. The difference is greater than a 3% reduction but is less than a 4% reduction; therefore, SVCE is due 3% of the Services Fees as a Performance Credit.
d) Technical Support Problem Resolution Service Level.
1) Definition. “Total Problems” shall mean the total of problems occurring in the reporting month. 2) Service Level Standard. Problems shall be resolved by Service Provider 100% of the time each reporting month, in accordance with the Request Resolution Time associated with the Problem Severity Level. 3) Calculation. ((Total Problems – Total Problems failing Standard) / Total Problems) * 100 = Percentage Problem Resolution (as calculated by rounding to the second decimal point). Note: This Calculation must be completed for each Problem Severity Level.
4) Performance Credit.
(a) Problem Severity Level 1 – 2.
(1) Where Percentage Problem Resolution is greater than 99.00%, no Performance Credit will be due to SVCE.
(2) Where Percentage Problem Resolution is equal to or less than 99.00%, SVCE shall be due a Performance Credit in the amount of 5% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Problem Resolution. (b) Problem Severity Level 3 – 4.
(1) Where Percentage Problem Resolution is greater than 90.00%, no Performance Credit will be due to SVCE.

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(2) Where Percentage Problem Resolution is equal to or less than 90.00%, SVCE shall be due a Performance Credit in the amount of 1% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Problem Resolution. 5) Example Calculation (Using Problem Severity Level 3 – 4). (a) Total Problems during the reporting month equal 17. (b) Total Problems failing the Standard of 100% equal 2. (c) Percentage Problem Resolution is calculated as follows: ((17 – 2) / 17) * 100 = 88.24% (d) The threshold of 90.01% less the Percentage Problem Resolution of 88.24% = 1.77%. The difference is greater than a 1% reduction but is less than a 2% reduction; therefore, SVCE is due 1% of the Services Fees as a Performance Credit.

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EXHIBIT B

SCHEDULE OF PERFORMANCE
Service Provider shall perform the services so as to complete each Project Deliverable according to the schedule set forth below. This schedule may be modified with the written approval of SVCE.

Following the completion of the key DAISY 2.0 transition tasks outlined in the DAISY 2.0 RFP scope, ongoing DAISY 2.0 maintenance and enhancement work will be tracked in the form of quarterly milestones. Service Provider and SVCE will schedule biweekly meetings to define quarterly milestones, check in on the status of deliverables, and revisit prioritization for each 2-week release cycle/quarterly milestone.

Task Begin Complete Fees

1. Project scoping
a. Kickoff: framing project goals,
expand on use cases, identify
any changes to key participants
and stakeholders
b. Define any changes to
administrative standards and
processes
c. Conduct data model reviews
with EBCE
September 9, 2021 October 31, 2021 $34,000 due
at project
start on
September
9, 2021
(pending
Board
approval)

2. New dataset ingestion
a. Weather data
(openweathermap.org, National
Weather Service, or other)
b. CAISO market data (historical,
real-time, and day-ahead prices,
grid emissions)
c. Third-party program data
d. Existing forecasting,
procurement, scheduling, and
settlement data from third-party
services
e. Resource and physical asset data
f. Air quality data
g. Write data processing pipeline
components
h. Translate into historical time
series
i. Cross check imported data set
results
September 27,
2021
Data will be made
available to BigQuery
iteratively over the
course of the targeted
development period

3. Transform, standardize, and integrate
data
a. Normalize common dimensions –
e.g. time, location/address, identifier
October 4, 2021 Data will be made
available to BigQuery
iteratively over the
course of the targeted
development period
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b. Correlate third-party data sources
with meter and billing info
c. Deploy enabling tools for geocoding,
spatial analysis, and address
standardization
d. Document data model and
standardize processing pipeline to
ensure data provenance
e. Add geocoding and address
standardization to the ETL data
process
a. Confer with EBCE on
geocoding and address
standardization process

4. Add to existing cloud-based data store
a. Generate snapshot data output
b. Load data set into BigQuery
October 18, 2021 Data will be made
available in BigQuery
iteratively over the
course of the
development period.

We expect to have
this completed by
February28, 2022

5. BigQuery Validation
a. Testing, quality assurance, and
SVCE acceptance of Tasks 2, 3,
and 4
b. Data provenance reporting
March 1, 2022 March 31, 2022 $34,000 due
upon SVCE
acceptance
of data in
BigQuery
on March
31, 2022

8. Designs for Dashboards and Reports
a. Municipality aggregation
November 15, 2021 December 31, 2021 $34,000 due
upon SVCE
acceptance
of Data
Studio and
Map UI
designs on
December
31, 2021
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b. Decarbonization potential
c. Supply & Demand Analysis
d. Census tract analysis

9. Develop and deploy tool for weather
normalization
March 1, 2022 March 31, 2022

10. Map UI Implementation March 1, 2022 March 31, 2022

11. Dashboard and Report implementation April 1, 2022 May 31, 2022

12. Data provenance through UI
infrastructure
June 1, 2022 June 30, 2022

13. Map and Dashboard Validation
a. Testing, quality assurance, and
SVCE acceptance of Tasks 9,
10, 11, and 12
July 1, 2022 July 31, 2022 $45,333.33
due upon
SVCE
acceptance
of Map and
Dashboard
UI on July
31, 2022

14. Q3 2022 milestone* July 1, 2022 September 30, 2022 $20,666.67 due upon
completion
and SVCE
acceptance
of Q3 2022
milestone

15. Q4 2022 milestone* October 1, 2022 December 31, 2022 For the avoidance of
doubt, a
quarterly
payment
schedule of
$44,000 per
quarter (plus
any
additional
fees for
Authorized
Users and
storage)
shall
continue
hereafter

16. Q1 2023 milestone* January 1, 2023 March 31, 2023

17. Q2 2023 milestone* April 1, 2023 June 30, 2023

18. Q3 2023 milestone* July 1, 2023 September 30, 2023

19. Q4 2023 milestone* October 1, 2023 December 31, 2023

20. Q1 2024 milestone* January 1, 2024 March 31, 2024

21. Q2 2024 milestone* April 1, 2024 June 30, 2024
DocuSignEnvelopeID:33362FF2-C0FD-46E1-884C-31DDD2419D61 Item 1k
Attachment 4
Agreement with Camus
-31-
2/21 Version

22. Q3 2024 milestone* July 1, 2024 September 9, 2024

*In addition to the maintenance of core functionalities as described in Exhibit A, each quarterly milestone will involve the delivery of DAISY 2.0 enhancements. The specific enhancements to be completed in each quarter are to be defined by SVCE and Service Provider prior to the beginning of the quarter, but may be altered during the course of the quarter in the event that reprioritization is needed. Timelines may be adjusted based on emerging requirements. Any timelines assume that the required data is accessible from either SVCE or specified partners at the start of the milestone, and that it contains enough fidelity for key analyses. If there are larger than expected gaps, or significant delays, it may impact the project delivery timeline.

DAISY 2.0 enhancements can be broadly categorized into tiers below. However, each deliverable is subject to a scoping exercise and timelines may be adjusted based on emerging requirements.

DAISY 2.0 Enhancement Tier Estimated Time Example Deliverables Tier 1 3-12 months · Open source work of
data models, translation
layers, or dashboards
Tier 2 6-8 weeks · New enabling tool
· New key application
(e.g. load forecasting)
Tier 3 4 weeks · New core dashboard
· New core report
Tier 4 2 weeks · New dataset ingestion
DocuSignEnvelopeID:33362FF2-C0FD-46E1-884C-31DDD2419D61 Item 1k
Attachment 4
Agreement with Camus
-32-
2/21 Version
The schedule of performance table is intended to match the below Gantt chart for both payment and expected milestones for the first year of the contract, with work covering the period August and September 2022 TBD.

DocuSignEnvelopeID:33362FF2-C0FD-46E1-884C-31DDD2419D61 Item 1k
Attachment 4
Agreement with Camus

Page 1 of 3 ends

Silicon Valley Clean Energy Board of DirectorsAugust 14, 2024

Silicon Valley Clean Energy Board of Directors
August 14, 2024