Silicon Valley Clean Energy Board of Directors
August 14, 2024

Staff Report – Item 1l
Item 1l: Adopt Resolution Allowing for an Exception to the Board-adopted Energy Risk Management Policy Delegating Authority to the Chief Executive Officer to Execute Necessary Agreements for Mid-Term Reliability Bridge Capacity to Meet Compliance Obligations
From: Monica Padilla, CEO
Prepared by: Kris Van Vactor, Director of Power Resources Zak Liske, Deputy Director of Power Resources
Britta Bradshaw, Power Resource Manager
Date: 8/14/2024

RECOMMENDATION
Staff recommends that the Silicon Valley Clean Energy Authority (SVCE) Board of Directors (“Board”) consider approval of Resolution No. 2024-10 (Attachment 1) which provides for an exception to the Board-approved Energy Risk Management Policy to allow for the procurement of Mid-term Reliability (MTR) Bridge Capacity and delegates authority to the Chief Executive Officer (CEO) to execute contracts for MTR Bridge Capacity for terms of up to three years as needed to comply with state compliance obligations.

The CEO has existing authority under the Board-approved Energy Risk Management Policy which currently authorizes transactions for Resource Adequacy (RA) up to five years in term as needed to comply with RA requirements. Additional compliance requirements exist, including the CPUC’s Mid-Term Reliability Procurement Order (“MTR Order”), for which SVCE may need to procure MTR Bridge Capacity with terms of up to three years; the CEO does not currently have authority to execute capacity transactions for which the primary reason for procurement is meeting state compliance requirements beyond the CPUC’s RA Program.

Approval of this authority is necessary to help meet SVCE’s state-mandated long-term procurement requirements for reliability, including the MTR Order.

BACKGROUND
Through the 2020 Integrated Resource Planning (IRP) proceeding, the California Public Utilities Commission (CPUC) had identified the need for additional clean energy resources and capacity including firm and/or baseload clean resources, and storage resources, to enable grid integration of a large fleet of intermittent resources to meet California’s greenhouse gas emission reduction goals and to replace several methane gas once-through-cooling (OTC) power plants that are scheduled to be shut down, and the Diablo Canyon Nuclear Power Plant (DCNPP) slated to retire.

Subsequently, in June 2021, as part of the 2020 IRP the CPUC issued through a decision order (D.21-06-035) the MTR Order requiring jurisdictional load serving entities (LSEs), such as SVCE, to procure and/or develop a collective 11,500 MW of new capacity by 2026. In February 2023, the CPUC issued through a decision (D.23- 02-040) a Supplemental Mid-Term Reliability Procurement Order requiring an additional 4,000 MW of new capacity statewide by 2028, while adjusting incremental annual volume requirements of the original MTR Order. SVCE’s cumulative share of the combined orders (MTR Oders) is 316 MW which is determined based on SVCE’s load ratio to the CPUC’s jurisdictional load.

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

34910991v1
While the MTR Orders require procurement of contracts with terms of 10 years or more, there is opportunity to execute RA agreements for terms of three years or less to serve as a “bridge” to provide interim reliability to meet compliance requirements during periods in which long-term resources are facing delays to commercial operation dates. SVCE has contracts in place for several resources under the MTR Orders which are facing significant delays.

As a result of these delays, SVCE intends to execute transaction(s) for RA with terms of up to three years to serve as bridge products. It is likely that such transactions may be needed for this purpose of meeting compliance requirements during periods in which SVCE does not otherwise have a need to procure RA under the CPUC’s RA program.

DISCUSSION/ANALYSIS
SVCE has made significant progress towards its requirements under the MTR Orders. However, SVCE must be prepared to pursue timely opportunities to ensure its MTR compliance if contracts face delays.

Energy Risk Management Policy
Through Resolution 2023-13, the Board approved the latest version of the Energy Risk Management Policy (“ERM Policy”). Included in the ERM Policy is section 6.5.3 delegating authority to the CEO for Resource Adequacy Capacity transactions up to 60-month terms, 72-month maturity limits, a volume limit on what’s required to comply, and ability to transact with any counterparty. MTR Bridge Capacity, which includes RA Capacity, isn’t currently contemplated in this delegation of authority.

The attached Resolution will make an exception to the ERM Policy to delegate authority to the CEO to execute MTR Bridge Capacity transactions for the purpose of meeting the MTR Order compliance requirements.

STRATEGIC PLAN
Expanding the CEO’s authority to execute RA transactions for compliance obligations supports the reliability-and compliance-focused goals of the Board adopted Strategic Plan including:
• Goal 7 – Acquire clean and reliable electricity in a cost-effective, equitable and sustainable manner o Measure 1 – Meet SVCE-Board directed 100% clean goals and Integrated Resource Plan directives; RPS mandates; RA obligations; and procurement mandates • Goal 8 – Manage and optimize power supply resources to meet affordability, GHG reduction and reliability objectives
o Measure 1 – Manage power supply portfolio and energy risk, and optimize market participation

ALTERNATIVE
Do not authorize the CEO to execute MTR Bridge Capacity transactions for the purpose of meeting compliance requirements. Necessary transactions to meet compliance requirements, such as the MTR Orders, would be brought to the board for approval on a case-by-case basis. This is likely to extend the contracting process and result in missed opportunities to secure necessary MTR resources in a highly competitive market. Significant penalties may be enforced for failure to meet compliance requirements such as the MTR Order.

FISCAL IMPACT
Authorization of the CEO to execute agreements for MTR Bridge Product to meet compliance requirements will have a direct fiscal impact but will not exceed the Board-approved budget in the current fiscal year. Staff will additionally seek to optimize the capacity and costs of SVCE’s portfolio. And the CEO will report to the Board any contracts entered into under this delegation, including the notional cost of the contract.

Item 1l
Agenda Item: 1l Agenda Date: 8/14/2024

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ATTACHMENT

1. Resolution 2024-10 Allowing for an Exception to the Board-Adopted Energy Risk Management Policy Delegating Authority to the Chief Executive Officer to Execute Necessary Agreements for Resource Adequacy Capacity to Meet Compliance Under the California Public Utilities Commission’s Mid-term Reliability Procurement Orders
Item 1l
Resolution 2024-10 -1-

SILICON VALLEY CLEAN ENERGY AUTHORITY
RESOLUTION NO. 2024-10

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SILICON VALLEY

CLEAN ENERGY ALLOWING FOR AN EXCEPTION TO THE BOARD-ADOPTED

ENERGY RISK MANAGEMENT POLICY DELEGATING AUTHORITY TO THE

CHIEF EXECUTIVE OFFICER TO EXECUTE NECESSARY AGREEMENTS FOR

RESOURCE ADEQUACY CAPACITY TO MEET COMPLIANCE UNDER THE CALIFORNIA PUBLIC UTILITIES COMMISSION’S MID-TERM RELIABILITY

PROCUREMENT ORDERS

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

WHEREAS, the Silicon Valley Clean Energy Authority (“SVCE”) was formed on March 31, 2016, pursuant to a Joint Powers Agreement to promote, develop, conduct, operate, and manage energy programs in Santa Clara County; WHEREAS, launch of service for Phase I occurred in April 2017, and launch of service for the remaining Phases occurred in July 2017; WHEREAS, SVCE first adopted an Energy Risk Management Policy in February 2017, which allowed SVCE to transact in the California Independent System Operator (CAISO) congestion market;
WHEREAS, in 2017, 2019, 2021, and 2023, the Board approved revisions to the Policy;
WHEREAS, the California Public Utilities Commission (CPUC) has ordered load serving entities such as SVCE to procure incremental clean capacity under Mid-term Reliability (MTR) Procurement Orders (MTR Orders) and allows for the use of certain Resource Adequacy (RA) products to serve as a bridge due to project delays (“MTR Bridge Products”).

WHEREAS, via the Energy Risk Management Policy the Board has authorized the CEO to enter into RA transactions to meet RA requirements, the CEO does not have explicit authority to procure RA as MTR Bridge Products.

WHEREAS, the Board will need to make an exception to the Policy to enable the timely procurement of MTR Bridge Products;

NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE SILICON

VALLEY CLEAN ENERGY AUTHORITY DOES HEREBY RESOLVE, DETERMINE, AND ORDER AS FOLLOWS:

Item 1l
Attachment 1
Resolution 2024-10 -2-
Section 1. The Board provides for an exception to the Board-approved Policy to allow for procurement of MTR Bridge Products, as necessary; and delegates authority to the CEO to execute necessary agreements for MTR Bridge Products with up to three-year terms to meet Compliance Obligations. a. The CEO will provide timely updates to the Board when Agreements for MTR Bridge Products are executed under this delegated authority.

ADOPTED AND APPROVED this 14
th day of August 2024, by the following vote:

JURISDICTION NAME AYE NO ABSTAIN ABSENT
City of Campbell Director Scozzola
City of Cupertino Director Mohan
City of Gilroy Director Hilton
City of Los Altos Director Meadows
Town of Los Altos Hills Director Tyson
Town of Los Gatos Director Rennie
City of Milpitas Director Chua
City of Monte Sereno Director Mekechuk
City of Morgan Hill Director Martinez Beltran
City of Mountain View Director Showalter
County of Santa Clara Director Lee
City of Saratoga Director Walia
City of Sunnyvale Director Klein
________________________________
Chair
ATTEST:
__________________________________
Andrea Pizano, Board Clerk
Item 1l
Attachment 1

Staff Report – Item 1m
Item 1m: Adopt Resolution Amending SVCE Conflict of Interest Code to Add Multiple Positions From: Monica Padilla, CEO
Prepared by: Gia Ilole, Director of Human Resources
Michael Callahan, General Counsel
Andrea Pizano, Sr. Executive Assistant and Board Clerk
Date: 08/14/2024

RECOMMENDATION
Adopt Resolution 2024-11 amending the SVCE Conflict of Interest Code to add multiple positions to SVCE’s list of designated positions for filing.

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

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

The last Conflict of Interest Code amendment was approved at the April 2024 Board of Directors meeting to amend two position titles and add the position of Director of Regulatory, Policy and Planning.

ANALYSIS & DISCUSSION
SVCE hired a Director of Risk Management and Analytics, Energy Trading Planner, and Wholesale Energy Markets Planner in June 2024. These positions will be working closely on analyzing market data, planning, and transacting for energy-related resources, and should therefore disclose any conflicts of interest by filing an annual Form 700.

With the hiring of a Director of Risk Management and Analytics, it is more efficient and a clearer designation of responsibilities to separate the risk functions from the finance functions where they were previously being performed. Staff would like to add a “Manager of Finance” position to reflect this change.

The Programs Marketing Manager and Manager of Data and Analytics have been identified as positions that need to file due to their decision-making participation and responsibilities. It is SVCE’s practice to include management positions in the code, and these positions should be added.

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

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

Designated Position Assigned Disclosure Category
Director of Risk Management and Analytics 1
Energy Trading Planner 1
Manager of Data and Analytics 2
Manager of Finance 2
Programs Marketing Manager 2
Wholesale Energy Markets Planner 1
In accordance with the requirements of the Political Reform Act and the County of Santa Clara, a new conflict of interest code must be adopted by resolution which includes the newly created or identified positions as well as any changes to the existing Conflict of Interest Code. The attached resolution amends Appendix A to SVCE’s code to reflect the new position title of Manager of Finance identified above and the addition of Director of Risk Management and Analytics, Energy Trading Planner, Programs Marketing Manager, and Wholesale Energy Market Planner. The remainder of the Conflict of Interest Code has not been changed.

Staff plans to do a comprehensive review of the Conflict of Interest Code and the positions required to file in the coming months and will bring back any suggested amendments.

STRATEGIC PLAN
Not applicable.

ALTERNATIVES
None.

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

ATTACHMENT

1. Resolution 2024-11 Amending the Authority’s Conflict of Interest Code to Add Multiple Positions Item 1m
Resolution 2024-11 -1-
RESOLUTION NO. 2024-11

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

CODE TO ADD MULTIPLE POSITIONS
WHEREAS, the Silicon Valley Clean Energy Authority (“Authority”) was formed on March 31, 2016 pursuant to a Joint Powers Agreement to study, promote, develop, conduct, operate, and manage energy programs in Santa Clara County; and WHEREAS, the Political Reform Act, Government Code Section 81000, et seq., (the “Political Reform Act”) requires each public agency in California, including the Authority, to adopt and promulgate a conflict of interest code; and WHEREAS, Government Code Section 87306 requires each public agency in California to amend its conflict of interest code when change is necessitated by a change in circumstances, including the creation of new positions and relevant changes to the duties assigned to existing positions; and
WHEREAS, the Board of Directors of the Authority has adopted a conflict of interest code, and has amended this code as appropriate due to changed circumstances, with the most recent code adopted by Resolution 2024-07; and WHEREAS, the Board of Directors, after consultation with the County of Santa Clara as its code reviewing body, desires to amend the list of designated positions in Appendix A by adding the following positions: Director of Risk Management and Analytics, Energy Trading Planner, Manager of Data and Analytics, Manager of Finance, Programs Marketing Manager, and Wholesale Energy Markets Planner.

NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Authority rescinds Resolution No. 2024-07 and adopts the following attached Conflict of Interest Code including its Appendices of Designated Positions and Disclosure Categories.

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

Item 1m
Attachment 1
Resolution 2024-11 -2-
ADOPTED AND APPROVED this 14
th day of August 2024, by the following vote:

JURISDICTION NAME AYE NO ABSTAIN ABSENT
City of Campbell Director Scozzola
City of Cupertino Director Mohan
City of Gilroy Director Hilton
City of Los Altos Director Meadows
Town of Los Altos Hills Director Tyson
Town of Los Gatos Director Rennie
City of Milpitas Director Chua
City of Monte Sereno Director Mekechuk
City of Morgan Hill Director Martinez Beltran
City of Mountain View Director Showalter
County of Santa Clara Director Lee
City of Saratoga Director Walia
City of Sunnyvale Director Klein
Chair
ATTEST:

Clerk
Item 1m
Attachment 1
Resolution 2024-11 -3-

SILICON VALLEY CLEAN ENERGY AUTHORITY

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

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

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

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

Item 1m
Attachment 1
Resolution 2024-11 -4-

SILICON VALLEY CLEAN ENERGY AUTHORITY

CONFLICT OF INTEREST CODE
APPENDIX "A"

DESIGNATED POSITIONS
Designated Position Assigned Disclosure Category
Member of Board of Directors 1
Alternate Member of Board of Directors 1
Audit Committee Member 2
Chief Executive Officer 1
Chief Financial Officer & Director of Administrative Services 1 Finance and Administration Committee Member 2
General Counsel 1
Administrative Services Manager 2
Associate Legislative Analyst 2
Associate Manager of Decarbonization Programs & Policy 2 Associate Power Analyst 1
Associate Power Resources Planner 1
Communications Manager 2
Deputy Director of Administrative Services 2
Deputy Director of Marketing and Communications 2
Deputy Director of Decarbonization Programs & Policy 2
Deputy Director of Power Resources 1
Director of Decarbonization Programs & Policy 2
Director of Energy Services & Community Relations 2
Director of Government and Legislative Affairs 2
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Resolution 2024-11 -5-
Director of Human Resources 2
Director of Power Resources 1
Director of Regulatory & Legislative Policy 2
Director of Regulatory, Policy and Planning 2
Director of Risk Management and Analytics 1
Director of Strategic Development 2
Energy Services Manager 2
Energy Trading Planner 1
Financial Analyst 2
Human Resources Generalist 2
Management Analyst 2
Manager of Data and Analytics 2
Manager of Decarbonization Programs & Policy 2
Manager of Finance 2
Manager of Technology & Administrative Services 2
Policy Analyst 2
Power Analyst 1
Power Data Analyst 1
Power Resources Manager 1
Power Resources Planner 1
Power Contracts & Settlements Manager 1
Power Settlements & Compliance Analyst 1
Principal Policy Analyst 2
Principal Power Analyst 1
Programs Marketing Manager 2
Rates Manager 2
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Resolution 2024-11 -6-
Regulatory Analyst 2
Regulatory and Compliance Manager 2
Risk Controls Project Manager 2
Senior Data Analyst 2
Senior Financial Analyst 2
Senior Government Affairs Manager 2
Senior Management Analyst 2
Senior Manager of Communications 2
Senior Manager of Energy Policy and Regulatory Analysis 2 Senior Manager of IT and Administrative Services 2
Senior Manager of Decarbonization Programs & Policy 2
Senior Manager of Power Resources 1
Senior Manager of Public Sector Services 2
Senior Policy Analyst 2
Senior Power Analyst 1
Senior Power Resources Planner 1
Senior Quantitative Analyst 2
Senior Rates Analyst 2
Senior Regulatory Analyst 2
Senior Risk Manager 2
Technology Services Manager 2
Wholesale Energy Markets Manager 1
Wholesale Energy Markets Planner 1
Consultant 3
Newly Created Position *
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Attachment 1
Resolution 2024-11 -7-
* Newly Created Position
A newly created position that makes or participates in the making of governmental decisions that may foreseeably have a material effect on any financial interest of the position-holder, and which specific position title is not yet listed in the Authority’s conflict of interest code is included in the list of designated positions and shall disclose pursuant to the broadest disclosure category in the code, subject to the following limitation: The Chief Executive Officer of the Authority may determine in writing that a particular newly created position, although a “designated position,” is hired to perform a range of duties that are limited in scope and thus is not required to fully comply with the broadest disclosure requirements, but instead must comply with more tailored disclosure requirements specific to that newly created position. Such written determination shall include a description of the newly created position's duties and, based upon that description, a statement of the extent of disclosure requirements. The Chief Executive Officer’s determination is a public record and shall be retained for public inspection in the same manner and location as this conflict-of-interest code. (Gov. Code Section 81008.) As soon as the Authority has a newly created position that must file Statements of Economic Interests, the Authority’s Filing Official shall contact the County of Santa Clara Clerk of the Board of Supervisors Form 700 division to notify it of the new position title to be added in the County’s electronic Form 700 record management system, known as eDisclosure. Upon this notification, the Clerk’s office shall enter the actual position title of the newly created position into eDisclosure and the Authority’s Filing Official shall ensure that the name of any individual(s) holding the newly created position is entered under that position title in eDisclosure.

Additionally, within 90 days of the creation of a newly created position that must file Statements of Economic Interests, the Authority shall update this conflict-of-interest code to add the actual position title in its list of designated positions and submit the amended conflict of interest code to the County of Santa Clara Office of the County Counsel for code-reviewing body approval by the County Board of Supervisors. (Gov. Code Section 87306.)
Item 1m
Attachment 1
Resolution 2024-11 -8-

SILICON VALLEY CLEAN ENERGY AUTHORITY

CONFLICT OF INTEREST CODE
APPENDIX "B"

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

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

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

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

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Resolution 2024-11 -9-
consultant's duties and, based upon that description, a statement of the extent of disclosure requirements. The Chief Executive Officer’s written determination is a public record and shall be retained for public inspection in the same manner and location as this Conflict of Interest Code.

Item 1m
Attachment 1

Staff Report – Item 1n
Item 1n: Receive 2024 Legislative Response to Industry Transition Ad Hoc Committee Report To: Silicon Valley Clean Energy Board of Directors
Prepared by: Yvonne Martinez Beltran, Committee Chair
Date: 8/14/2024
The Legislative Response to Industry Transition 2024 Ad Hoc Committee met August 6, 2024.

The committee received information from staff on the state and federal legislative landscape and discussed priority legislation aligned with SVCE’s 2024 Legislative Policy Platform and focus areas. The group also received an update on Timely Energization, which will also be shared during the CEO report at the August board meeting.

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

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SILICON VALLEY

CLEAN ENERGY

Staff Report – Item 1o
Item 1o: Receive Executive Committee Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Larry Klein, Executive Committee Chair
Date: 8/14/2024
The Executive Committee met June 28, 2024 with four members present and discussed a draft Workforce Strategy Update and Power Purchase Agreement Project Selection Standard, considered a request from staff to recommend the Board of Directors approve two agreements in support of the Accessible On-Bill Financing Pilot, received an update on staff’s office space strategy, and received an overview of SVCE’s Data Analytics Platform.

Bena Chang, Director of Government and Legislative Affairs, presented a proposed power purchase agreements (PPA) Project Selection Standard for feedback and support to recommend to the Board of Directors. Key elements included workforce development, technology diversification, location, and environmental stewardship. Following discussion, the Executive Committee unanimously supported the recommendation to adopt the standard. Staff will bring this item to the Board of Directors for consideration at a future board meeting.

Jessamyn Allen, Program Lead, presented a request for the Executive Committee to recommend approval of two contracts for SVCE’s On-Bill Financing pilot: 1) Energy Solutions, for use of funds for risk mitigation and operations, and 2) Franklin Energy for project and loan origination, contractor oversight, incentive coordination, quality control, and ongoing customer support. These agreements would support the pilot, targeting single-family residential homeowners with moderate income, to reduce up-front electrification costs through financing. The committee unanimously supported staff’s recommendation, which will be brought to the Board of Directors at the August meeting.

Karen Chang, Manager of Finance, provided an update to the Executive Committee on staff’s current office space strategy. Being that SVCE’s current office lease expires in October 2025, a renewal decision must be made by October 2024. Staff presented the analysis of leasing vs. purchasing, noting investment in a building would be a good financial decision but would likely not be feasible given the existing timeline. Staff’s proposed plan is to continue to research office building lease options, and revisit office building purchase options in 2028. Staff requested the Executive Committee recommend the CEO pursue leasing an office space with the following parameters:
• 3-5 year lease with target start date of October 2025 • Seek 11,000 to 14,000 square feet of a Class A building • Located within SVCE’s service territory
• If new lease is not able to start by October 2025, authorize extension of current lease for up to 6 months
The Executive Committee voted to unanimously support this recommendation, with the understanding that the actual lease and terms would be brought to the Board of Directors for consideration and approval in a Closed Session by October 2024.

Item 1o

SILICON VALLEY

CLEAN ENERGY
Agenda Item: 1o Agenda Date: 8/14/2024

Rebecca Fang, Manager of Data Analytics, and Sangeetha Kumar, Data Engineer, presented information on SVCE’s Data Analytics Platform (DAISY), which contains key datasets to support the day-to-day functions at SVCE.

Materials from this meeting can be found on SVCE’s website: SVCE Executive Committee Meeting, June 28, 2024
The next meeting of the Executive Committee will be August 23, 2024 at 10:00 a.m.; materials will be posted no later than 72 hours in advance of the meeting.

Item 1o

Staff Report – Item 1p
Item 1p: Receive Finance and Administration Committee Report To: Silicon Valley Clean Energy Board of Directors
Prepared by: Murali Srinivasan, Finance and Administration Committee Vice Chair Date: 8/14/2024
The Finance and Administration Committee met August 6, 2024 with three committee members present and considered staff’s request to recommend the Board of Directors approve the fiscal year 2024-25 proposed operating budget, staff benefits update, and proposed reserve policy targets.

Amrit Singh, SVCE’s CFO and Director of Administrative Services, presented staff’s request for the Finance and Administration Committee to support the proposed fiscal year 2024-25 operating budget. Highlights of the budget included a projected positive financial year with contribution to reserves remaining positive at $14M, a recommendation to continue the customer discount at 4% with an additional 1% for low-income customers as bill credits, and no additional full-time positions being added. CFO Singh reviewed proposed benefit changes including adding Cesar Chavez Day to SVCE’s holiday schedule, increasing paid parental leave, an increase in bereavement days, fitness reimbursement accruals, and a one-time initial home office set up. Gia Ilole, Human Resources Director, was available and responded to questions from the Committee about the benefits proposal.

The proposed changes to the reserve targets included increasing the target reserves goal to 350 and to round the upper target goal to 500 from 490. The committee voted unanimously to approve staff’s proposal, which will be presented to the Board of Directors for consideration at the August board meeting.

Materials from this meeting can be found at the following link: SVCE Finance and Administration Committee Meeting, 8/6/24.

The next Finance and Administration Committee meeting is anticipated for November 2024 and will be determined by Finance and Administration Committee member availability; materials will be posted 72 hours before the meeting.

Item 1p
SILICON VALLEY \3/ CLEAN ENERGY

Staff Report – Item 1q
Item 1q: Receive California Community Power Report
To: Silicon Valley Clean Energy Board of Directors
From: Monica Padilla, CEO
Date: 8/14/2024
Per direction from the SVCE Board on December 9, 2020 for the CEO to provide a report of the ongoing activities of California Community Power (CC Power) after each of its meetings, this is to report CC Power held a regular board meeting on Tuesday, June 18, 2024 and adjourned its July 17, 2024 meeting.

Attached is a June summary report from General Manager Alex Morris; materials from the June board meeting can be found here on the CC Power website: CC Power Meeting, 6/18/24 The next meeting of the board will be August 21, 2024 at 1:00 p.m.; meeting materials can be found on the CC Power website: https://cacommunitypower.org/meetings/
ATTACHMENTS:

1. CA Community Power Board Meeting Summary from General Manager Alex Morris, June 18, 2024 Item 1q
SILICON VALLEY \3/ CLEAN ENERGY
California Community Power
901 H St, Ste 120 PMB 157, Sacramento, CA 95814 | cacommunitypower.org A Joint Powers Agency whose members are:

Central Coast Community Energy | CleanPowerSF | East Bay Community Energy | MCE | Peninsula Clean Energy | Redwood Coast Energy Authority | San José Clean Energy | Silicon Valley Clean Energy | Sonoma Clean Power | Valley Clean Energy
TO: CC Power Board of Directors and Alternates DATE: 6/19/24 FROM: Alex Morris – General Manager
SUBJECT: Report on CC Power Regular Board of Directors Meeting – June 18, 2024 The CC Power Board of Directors held its June Board Meeting on June 18, 2024, via Zoom. Details on the Board packet, presentation materials, and public comment letters can be found under the Meetings tab at the CC Power website: Meetings and Agendas – ca community power Highlights of the meeting included the following:
• Matters subsequent to posting the Agenda. None.
• Public Comment. None.
• Consent Agenda - The Board approved the following items:
o Minutes of the Regular Board Meeting held on May 15, 2024. • Regular Agenda Items:
o General Manager Report – the Board heard updates on various work and project items, including the Build-Transfer Phase 2a project, the CADEMO offshore wind demonstration site MOU, a recap of internal and board-approved operating policies for CC Power, and information on the forthcoming Member Roles and Responsibilities Agreement, which will improve data sharing. o Resolution 24-06-01 – Commending and Thanking Nick Chaset for his Service to California Community Power – this Resolution was unanimously approved as Ava CEO, Nick Chaset, was recognized at his last CC Power Board meeting. o Resolution 24-06-02 – Approval of 2024-2025 Fiscal Year Budget – the $4.5M budget and accompanying workplan were adopted. The budget reflects ongoing work on existing projects (Build-Transfer Phase 2a, Long-Duration Storage, Firm-Clean Resources) as well as work to explore or develop potential new CC Power projects, including project such as: RA Power Pool for member RA transaction efficiencies, Master-Services Agreement based cost-savings exploration for Scheduling Coordinator services, Master-Services Agreement based cost-savings exploration for metering and billing, and to repeat information-services ‘bulk-buys’ as completed in 2023-2024. Based on the budget, members pay General and Administrative (G&A) fees of $118k/member, while “project” costs vary based on each member’s project participation levels. Project costs, which are estimated in the Item 1q
Attachment 1
2 budget for planning purposes, range from $194k (RCEA) to $540k (SJCE). Actual project costs will differ based on member opt-ins and project ‘go no-go’ decisions expected during the fiscal year period (based on the work-plan). Invoices for G&A ($118k) will be issued. Project-based invoices will occur based on project status, account cash status based on any rollover funds from past years, etc. This budget represents growth for CC Power in line with the Board-approved Strategic Plan (2022) and was based on member-needs surveys and interviews. • Public Comments on Closed-Session Items: none
• Closed Session Items:
o The Board heard updates on CC Power’s contracts, with specific updates and status considerations on one firm-clean resources contract and one long-duration storage contract. No Board action occurred.

Item 1q
Attachment 1

Staff Report – Item 1r
Item 1r: Receive Audit Committee Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Andrea Pizano, Sr. Executive Assistant and Board Clerk Date: 8/14/2024
There is no report for the Audit Committee, as they have not met since the last report.

The next meeting of the Audit Committee will be scheduled in September based on member availability.

Item 1r

SILICON VALLEY

CLEAN ENERGY

Staff Report – Item 2
Item 2: CEO Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Monica Padilla, CEO
Date: 8/14/2024
REPORT
Staff Updates
Elisa Floyd, Legislative and Government Affairs Intern, joined SVCE July 29, 2024 for the summer. Elisa is a recent graduate of Homestead High School in Cupertino, and will be starting at UCLA this fall as a Physics & Environmental Studies/Geography student. Previously, Elisa was an intern for Senator Becker where she wrote a policy report on the economic and health impacts of carbon offsets in underserved communities to inform the Senator's work on Cap and Trade.

Personnel Officer Update
We will be recruiting for a Power Settlements Planner or Manager to backfill the role that vacated with the sad passing of our employee Jesse Park. We have engaged Jon Tedesco in the search. We are continuing to search for a Deputy Board Clerk/ Administrative Assistant.

Job descriptions and applications can be found on SVCE’s website: Current Job Openings Timely Energization Proceeding
SVCE’s electrification goals are dependent upon timely energization service. Senate Bill 410 and Assembly Bill 50 were passed to improve electric utility processes that facilitate timely energization. These bills require the CPUC to establish target energization timelines on or before September 30, 2024. Citlalli Sandoval, Senior Regulatory Advisor, will provide a brief presentation to the Board of Directors (Attachment 1).

The Board-approved FY 2023-24 Strategic Plan, includes within Strategic Focus Area No. 1, that SVCE explore its role in enhancing the transmission and distribution system in furtherance of our mission. SVCE’s monitoring and advocacy on bills such as the ones mentioned above is in direct support of the Board’s directive.

Clean Energy Update
Staff launched a new request for offers (RFO) for long-term clean resources this month. In addition to the normal attributes and resources that SVCE normally procures in these RFOs, the agency is also looking to use a new process that has been developed by CASIO to manage cluster 15 projects. The initiative known as Interconnection Process Enhancements has bestowed upon Load Serving Entities the ability to allocate points to projects from cluster 15 that they have interest in.

These points are an incredibly powerful new tool that can allow load serving entities (LSEs), such as SVCE, the ability to prioritize projects to be built based on interest. Staff look forward to reviewing the results of the solicitation and sharing what staff believes will help SVCE meet aggressive goals.

Attachment 2 provides an update of SVCE’s clean energy efforts through long-term power purchase agreements.

Item 2
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 2 Agenda Date: 8/14/2024

Decarbonization Programs and Policy Updates
Programs continued scaling up enrollments throughout the quarter, including approximately 300 more customers on the E-ELEC electric rate, 200 more customers claiming FutureFit Homes Residential Rebates, 140 more customers contacting the Go Electric Concierge, 80 more customers downloading the GridShift app, and 75 more contractors completing FutureFit Fundamentals Training. Multiple programs are also progressing through the design phase so they can start accepting customer applications later in 2024, and one of our larger programs (Multifamily Retrofits) went live to customers this quarter.

Please see Item 1d on the Consent Calendar for the latest quarterly programs update.

Energy Services & Community Relations Updates
SVCE Board and staff have been invited to a ribbon cutting event on October 10th to celebrate the Victory Pass project coming online. SVCE receives 100MW of solar generation and 100MWh of battery storage from the project located in Riverside County. A save the date with details about the event was recently emailed to you; please let Andrea know if you are interested in attending or have any questions.

Staff helped to organize a successful ribbon cutting event for the Masten Fire Station's solar battery and storage project is nearing completion, which was hosted jointly with the South Santa Clara County Fire District on July 10.

The communications team created this video to recap the occasion:
https://www.youtube.com/watch?v=8fhDFwXbrxg.

Please see Attachment 3 for a recap of our community engagement and marketing efforts this past month.

Regulatory & Legislative Update
On July 19th the CPUC issued a proposed decision related to implementation of AB 1373, which authorized the Department of Water Resources (DWR) to conduct centralized procurement as the new Central Procurement Entity (CPE) on behalf of all California LSEs. In the proposed decision, the CPUC finds a need of up to 10.6 giga watt (GW) of nameplate capacity. This consists of 7.6 GW of offshore wind, 1 GW of enhanced geothermal, 1 GW of multi-day storage and 1 GW of long duration storage with a minimum of 12 hours. The actual amounts to be procured will be determined after bids are received and analyzed. If DWR procures the full amount authorized, SVCE’s share would likely be over 200 MW. SVCE staff is working with CalCCA to promote LSE autonomy, minimize portfolio risks and allow LSEs to plan around the uncertainty the new CPE creates.

The legislature has been on summer recess in July. For the end of session, SVCE staff is hearing that the Senate and Assembly will focus on a budget trailer bill and/or a legislative package to address energy affordability.

Attachment 4 provides highlights of key regulatory and legislative activities.

Look Ahead Update
Staff continues to plan for Board and committee meetings through the end of the year. To provide the Board with a preview of what’s ahead for the Board from September 2024 through December 2024, please refer to Attachment 5.

ATTACHMENTS

1. Timely Energization Proceeding

2. Clean Power Update, August 2024

3. Energy Services & Community Relations Update, August 2024

4. Regulatory and Legislative Update, August 2024

5. Agenda Look Ahead, September 2024 – December 2024
Item 2
Agenda Item: 2 Agenda Date: 8/14/2024

Exhibit 1 - CEO Agreements Executed
The following agreements have been executed by the CEO, consistent with the authority delegated by the Board:
1) Energy and Environmental Economics, Amendment: 24/7 Hourly Matching Analysis, 12/15/23 – 6/28/24 2) Tenaska Power Services, Agreement: Scheduling Coordinator agreement, not to exceed $50,000, 6/1/24 – 9/30/24
3) CC Power, Amendment: Marketing/Comms Support, Website Services and IT Support, date extended to 12/31/24
4) Strategic Energy Innovations, Amendment: Climate Corps Fellow Hosting Services, date extended to 12/31/24
5) PowerMC, Amendment: Business Process Optimization, not to exceed $545,797 6) Peninsula Clean Energy, Amendment: Professional Services Cost Reimbursements, new not to exceed $1,090,000, date extended to 12/31/26
7) SMUD, Task Order: Innovation Onramp Program Support, not to exceed $41,140.00, end date March 31, 2026
8) Opinion Dynamics, Task Order 2: Data Analytics Support – Residential Customer Segmentation, not to exceed $276,000, end date May 2025
9) Opinion Dynamics, Task Order 3: Data Analytics Support – Weather Normalization, not to exceed $103,000, end date December 2024
10) SMUD, Amendment: Program Consulting Services, date extended to November 30, 2024 11)CreativeF5, Amendment: Graphic and Web Design, Security and Maintenance, date extended to September 30, 2026
12) Uplight (Autogrid), Amendment: Demand Response Program, date extended to 12/31/24 13) J. Tedesco & Associates, Agreement: Retained Executive Search, not to exceed $60,000 14) ADM, Amendment: Evaluation, Measurement and Verification Services, date extended to 12/31/24 Item 2

Exhibit 2 - CEO Power Supply Agreements Executed
Counterparty Name Execution/Effective
Date Transaction Type Product Start Date End Date Notional Value PG&E 7/15/2024 Purchase Resource Adequacy 9/1/2024 9/30/2024 $1,886,500 This agreement is included in the Board packet as Appendix A.

Item 2

SILICON VALLEY

CLEAN ENERGY
1 • Subtitle
New SV Clean Energy
PowerPoint Template
Update on Timely
Energization Proceeding
August 14, 2024
Item 2
Attachment 1
Update on Timely Energization Proceeding
2 Difference Between Energization and
Interconnection
• Energization is the process to
connect new load to the
distribution system.
• Interconnection is the process to
connect new generation facilities
to the distribution system.

Item 2
Attachment 1
Update on Timely Energization Proceeding

DISTRIBUTION
Distribution
Substation
Commercial &
Industrial Users Residential
Customers
3 CPUC is Actively Trying to Solve the
Energization Delay Issues
SVCE's electrification
goals are dependent
upon timely
energization service.

Energization delays
have impacted
residents, small and
large businesses, and
even essential
services such as
hospitals.
• Senate Bill 410 (Becker, 2023) and Assembly Bill 50 (Wood, 2023) were passed to improve electric utility processes that facilitate timely energization.
• These bills require the CPUC to establish target
energization timelines on or before September 30, 2024. • SVCE has advocated and continues to engage in the
CPUC’s proceeding to improve energization processes and is expecting the CPUC to issue a Proposed Decision this month deciding:
• Target energization timelines
• Information that should be tracked to assess whether there has been an improvement in the energization timelines after they have been adopted
• Procedures for customers to report delays
Item 2
Attachment 1
Update on Timely Energization Proceeding
4 Cause of Energization Delays
• The delays in PG&E’s territory are primarily due to:
• The reallocation of funding and staffing efforts to wildfire mitigation efforts
• A lack of funding and trained staff to conduct all the distribution grid work needed to support energization
• This lack of funding is due to a misalignment between the distribution grid planning’s forecast of distribution grid needs, which are the basis of funding requests in
the General Rate Cases and the amount of load that
has come to fruition and is now needing to connect to
the distribution grid.

Item 2
Attachment 1
Update on Timely Energization Proceeding
• Subtitle
New SV Clean Energy
PowerPoint Template
Item 2
Attachment 2
Clean Power Update, August 2024

SILICON VALLEY

CLEAN ENERGY
SVCE Board Meeting
August 14, 2024
CEO Report
Clean Power Update
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Item 2
Attachment 2
Clean Power Update, August 2024
CD Clean Long-term Power Agreements
*

SACRAMENTO GEOTHERMAL

BATTERY STORAGE

SOLAR STORAGE

SOLAR POWER
SArT^.^'\ 5
FRANCISCO* i WIND GENERATION
’
L
A
\
O "
- LONG DURATION STORAGE
\ •SAN JOSE
$3.7B+ in commitments
21 PPAs signed
18 new build projects
896 MW of Renewable Power
1,845 MWh of Battery Storage
9 Projects now delivering to SVCE:

COSO geothermal - January 2022
Slate Solar + Storage - January 2022
Casa Diablo geothermal-September 2022
Mountain View wind - July 2022
Rabbitbrush Solar + Storage -October 2022
Terra-Gen Wind - January 2023
Yellow Pine Solar + Storage - July 2023
Victory Pass Solar + Storage -March 2024
Baldy Mesa Storage (RA-only) -June 2024
2 Seller Project Name Technology Generation MW
Storage
MW Storage MWh
Approximate % of Annual
load in 2030
Term
(years)
Lifetime Not to
Exceed Authority
(MM$)
SVCE Board
Approval Status
1 MN8 Slate Solar + Storage 93 46.5 186 6.2% 17 $198 Oct-18 Online 2 Ormat Casa Diablo Geothermal 7 1.4% 10 $43 Feb-20 Online 3 Atlantica Coso Geothermal 43.8 6.1% 15 $331 Mar-20 Online 4 Leeward Rabbitbrush Solar + Storage 40 8 20 2.9% 15 $64 Apr-20 Online 5 NextEra Yellow Pine Solar + Storage 50 26 104 3.8% 20 $128 May-20 Online 6 Avantus Aratina Solar + Storage 80 50 200 6.3% 20 $368 Jun-20 Pre-construction 7 174 Power
Global Atlas Solar 50 3.6% 10 $32 Jan-21 Pre-construction 8 SB Energy Angela Solar + Storage 20 10 40 1.4% 15 $35 Mar-21 Pre-construction 9 AES Mountain View Wind 33.3 3.1% 20 $128 Apr-21 Online 10 Origis San Luis West Solar + Storage 62.5 15.625 62.5 3.9% 15 $132 Apr-21 Pre-construction 11 Clearway Victory Pass Solar + Storage 100 25 100 7.6% 15 $173 May-21 Online 12 Terra-Gen Cameron Crest Wind 77.7 4.6% 15 $150 May-21 Online 13 Rev Renewables Tumbleweed
Long Duration
Storage 15.9375 127.5 15 $100 Feb-22 Construction
14 Onward Goal Line
Long Duration
Storage 14.2 113.6 15 $100 Mar-22 Pre-construction
15 Ormat Geothermal Portfolio Geothermal 16.75 4.2% 20 $256 Jun-22 Pre-construction 16 OME Fish Lake Geothermal 1.82 0.4% 20 $30 Jun-22 Pre-construction 17 AES Baldy Mesa (RA-only) Storage 0 75 300 10 $81 Sep-22 Online 18 MRP Hanford Thermal + BESS 99.4 131.4 131.4 12 $280 Apr-23 Construction 19 NextEra Grace Solar 120 0 8.3% 15 $286 Aug-23 Pre-construction 20 NextEra Yellow Pine III Storage 0 115 460 15 $420 Aug-23 Pre-construction 21 Pattern SunZia Wind 100 0 0 7.6% 15 $361 Nov-23 Construction Item 2
Attachment 2
Clean Power Update, August 2024
•
•
•
•
•
•
Item 2
Attachment 2
Clean Power Update, August 2024
Clean Energy Resources Online Progress
as of August 2, 2024
2024 -H2
1 • Hanford BESS on Peaker: Construction mode
2025 - H1
2025 -H2
Goal Line Long Duration Storage: Pre-construction
Aratina Solar + Storage: Pre-construction - delayed
San Luis West Solar + Storage: Pre-construction - delayed Atlas Solar: Pre-construction - delayed
Yellow Pine III Storage: Pre-construction
2026 - H1 Tumbleweed Long Duration Storage: Construction mode Fish Lake Geothermal: Pre-construction
2026 -H2+
•Ormat Geothermal Portfolio: Pre-construction
SunZia Wind: Construction mode
•Angela Solar + Storage: Pre-construction - delayed
Grace Solar: Pre-construction

% of Retail Sales
CY 2024 Expected Long-Term RPS
Item 2
Attachment 2
Clean Power Update, August 2024
Item 2
Attachment 2
Clean Power Update, August 2024
1 Energy Services &
Community Relations
July-August 2024 Updates
Item 2
Attachment 3
ESCR Update, August 2024
2 1. Outreach Events & Sponsorships
Date Sponsorship/Event Location
8/3/2024 SVYCA Annual Summit
9 a.m. – 4 p.m.

Sponsorship, tabling, and speaking on energy panel
Quinlan Community Center
10185 N Stelling Rd
Cupertino
8/4/2024 Los Gatos Music in the Park
5 p.m. – 7 p.m.

Sponsorship
Los Gatos Civic Center Lawn
Los Gatos
8/6/2024 Campbell Chamber of Commerce
Membership 101
8 a.m. – 9 a.m.

Staff attendance
Campbell Chamber of Commerce
267 E Campbell Ave, Suite C
Campbell
8/18/2024 Monte Sereno Picnic in the Park (tentative)
11:30 a.m. – 2 p.m.

Tabling
Vasona Park
333 Blossom Hill Rd
Los Gatos
8/19/2024 Los Altos Chamber Annual Charity Golf
Classic
10 a.m. – 6 p.m.

Sponsorship and staff attendance
Los Altos Golf & Country Club
1560 Country Club Dr
Los Altos
Item 2
Attachment 3
ESCR Update, August 2024
3 1. Outreach Events & Sponsorships
Date Sponsorship/Event Location
8/24/2024 SV Bike Coalition Annual Summit
9 a.m. – 5 p.m.

Sponsorship
SSF Library Parks & Recreation Center
901 Civic Campus Wy
South San Francisco
9/7/2024 –
9/8/2024
Mountain View Arts & Wine Festival
Sponsorship & tabling
Downtown Mountain View
Mountain View
9/21/2024 –
9/22/2024
Los Gatos Fiesta de Artes
Sponsorship & tabling
Los Gatos Civic Center Lawn
Los Gatos
9/21/2024 Assemblymember Berman Annual Health Fair
1 p.m. – 4 p.m.

Tabling
Mistral Elementary
505 Escuela Ave
Mountain View
Item 2
Attachment 3
ESCR Update, August 2024
4 Participation Rate
Overall Participation
Rate
Residential 96.11%

96.15%
Commercial 96.52%

2. Customer Participation
Item 2
Attachment 3
ESCR Update, August 2024

SILICON VALLEY

CLEAN ENERGY
5 June 27, 2024
This MAWG was attended by 8 different
agencies and organizations with a total
of 25 participants.

The following agenda items were presented
and discussed:
• Go Electric Advisor Updates
• TECH On-Bill Financing Pilot
• Electric Home (E-ELEC) Discount Rate
• Full-Service Home Upgrades
• Charging and Fueling Infrastructure
(CFI) Discretionary Grant Program

3. Member Agency Working Group –
June & July Update
July 25, 2024
This MAWG was attended by 9 different
agencies and organizations with a total of 32
participants and guest speakers from TRC
and RHA.

The following agenda items were presented and
discussed:
• 2025 Power Supply Mix
• Optimizing Electrical Service: Dispelling the
200 Amp Myth, presented by RHA
• CALGreen Intervening EV Code Changes,
presented by TRC
• Crash Course in Heat Pump Waters Heaters
• Policy & Permitting Update
• Big Green Picnic Event (Sept In-Person
MAWG Meeting)
Item 2
Attachment 3
ESCR Update, August 2024
6 4. South County Fire Station Ribbon Cutting
Item 2
Attachment 3
ESCR Update, August 2024
7 • Launched July 18, and closes August 18
• Encourages customers to learn about
electrification and visit eHub tools
• Participants are entered into a drawing to
win prizes
• Ten winners will have the opportunity to
choose between a $500 electric bill
credit, a portable induction cooktop
paired with a Caraway 12-piece
cookware set, or a portable power
station paired with a Google NEST
Learning Thermostat

5. 2024 Go Electric Summer Sweepstakes
Item 2
Attachment 3
ESCR Update, August 2024
©

SILICONVALLEY

CLEAN ENERGY

GO ELECTRIC SUMMER

SWEEPSTAKES
SILICON VALLEY <3/ CLEAN ENERGY
8 6. Summer Appliances Assistant Promotion
Purpose of Promotion: Encourage customers to learn about electrification and upgrade their appliances to electric.

Promotion Details: Customers can get $50 off air purifiers, evaporative coolers, smart thermostats, and portable power stations through the Appliances Assistant.

Launched May 24, closes September 3
Item 2
Attachment 3
ESCR Update, August 2024
SILICON VALLEY \3/ CLEAN ENERGY Visit appliances.svcleanenergy.org Two Ways to Claim
$50 Off Summer
Appliances:

SILICON VALLEY

CLEAN ENERGY
Purchase from any online or brick and
mortar retailer, visit product page on
Appliances Assistant, click the "claim
reward” button.

Google
GA02081-US
G4020S1-US
Via "direct purchase," product price will
be instantly discounted if product is
purchased on the Appliances Assistant
9 Nextdoor is a social media platform where residents go to get information on what is happening in their neighborhood. • SVCE has used Nextdoor intermittently
since 2021 to promote community
events, SVCE programs, and calls for
energy conservation.
• Through Nextdoor, SVCE can reach over
407,000 verified residents within the
SVCE service area and can target posts
by zip code.
• SVCE plans to increase the use of the
Nextdoor platform and will provide
summaries of the content and reach in
these monthly updates (this will replace
the email you would previously receive
from Andrea).

Example of a target post that was
published to South County residents.

7. Nextdoor – Increasing Our Posts &
Reducing Your Emails
Item 2
Attachment 3
ESCR Update, August 2024
incisco
Fremont
Lo! A )S
n 4>
Salinas
Soledad
Posted to Subscribers of Silicon Valley Clean Energy in 2 areas Q2 14 Q 4,531 Impressions
10810 No Name Uno
Gilroy, CA
Silicon Valley Clean Energy
407,374 members Invite
215,047 claimed households
656 neighborhoods
10 8. Press Releases & Media
Press Releases
• $18,000 in Scholarships Awarded to Students in EmPower Silicon Valley Short Video Competition, Press Release, 06-13-24
• Silicon Valley Clean Energy Welcomes Scott Wrigglesworth as Director of Risk Management and Analytics, Press Release, 06-27-24
• South Santa Clara County Fire District Celebrates Solar and Battery Storage Installation at Masten Fire Station, Press Release, 07-23-24
Item 2
Attachment 3
ESCR Update, August 2024
11 8. Press Releases & Media
Media Mentions
• California clean energy project threatens thousands of protected Joshua trees: reports, FOX 11, 06-03-24 • Dewan: Climate change resources for youth, San Jose Spotlight, 06-17-24 • Paired Power Partners with EV Connect to Deliver Clean Energy to the City of Campbell's First Electric Vehicle in its Fleet, The Blockchain Domain, 06-27-24
• City of Campbell Adds EV Charging, Smart Energy Decisions, 06-27-24 • COMMENTARY: Joshua trees set to fall victim to green-energy transition, Las Vegas Review-Journal, 06-29-24 • California city to install pop-up solar canopy with EV charging, pv magazine, 07-05-24 • Saratoga’s 13th annual Classic and Cool Car Show ready to roll July 28, The Mercury News, 07-14-24 Item 2
Attachment 3
ESCR Update, August 2024
12 8. Press Releases & Media
Media Mentions (Continued)
• Digitizing Utilities Prize Round 2 Names Phase 1
Data Track Winners, National Renewable Energy
Laboratory, 07-17-24
• Masten Station goes green with solar power, The
Morgan Hill Times and Gilroy Dispatch, 07-19-24
• Cupertino students win scholarships for
energized videos, The Mercury News, 07-21-24
• Sunnyvale residents can weigh in on city’s sports
facilities, The Mercury News, 07-21-24
Item 2
Attachment 3
ESCR Update, August 2024
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• Subtitle
New SV Clean Energy
PowerPoint Template
Item 2
Attachment 4
SVCE Leg/Reg Update, August 2024
Item 2
Attachment 4
SVCE Leg/Reg Update, August 2024
CD Policy Updates
Regulatory Update:

1. Integrated Resource Planning

2. PG&E's 2025 Energy Resource Recovery
Account (ERRA) Forecast Application

3. Update on the Joint Rate Mailer
Legislative Update:

1. State Budget

2. Climate Bond Update

3. SVCE and CaICCA Bill Positions

4. 2024 Legislative Calendar
2 Item 2
Attachment 4
SVCE Leg/Reg Update, August 2024
Regulatory
Update
Application of PG&E for
Adoption of Electric Revenue
Requirements and Rates
Item 2
Attachment 4
SVCE Leg/Reg Update, August 2024
Key Regulatory Activities
Activity Purpose Status
Integrated Resource
Planning (R.20-05-003)
Electric Integrated Resource
Planning and Related
Procurement Processes.

On July 19th the CPUC issued a proposed decision related to implementation of AB 1373, which authorized the Department of Water Resources (DWR) to conduct centralized procurement on behalf of all California LSEs. In the proposed decision, the CPUC finds a need of up to10.6 GW of nameplate capacity. This consists of 7.6 GW of offshore wind, 1 GW of enhanced geothermal, 1 GW of multi-day storage and 1 GW of long duration storage with a minimum of 12 hours. The actual amounts to be procured will be determined after bids are received and analyzed. If DWR procures the full amount authorized, SVCE’s share would likely be over 200 MW. SVCE staff is working with CaICCA to promote LSE autonomy, minimize portfolio risks and allow LSEs to plan around the uncertainty the new CPE creates.

PG&E's 2025 ERRA
Application (A.24-05-009)
On May 15, PG&E submitted its 2025 ERRA Forecast Application ("Application"), which starts the year-long process for approval of its generation rates for 2025. In its Application, PG&E requested the ability to base its revenue requirement on the 2024 Forecast system RA market price benchmark ("MPB") if either the 2024 Final RA MPB or 2025 Forecast RA MPB is more expensive.

SVCE staff is working with counsel to advocate for the use of the most accurate MPB—the 2025 Forecast MPB -to ensure fairness in the PCIA calculation for unbundled customers.

CCA Code of Conduct
(R.12-02-009)
Rules of Conduct for CCAs,
including Joint Rate Comparison
Mailers
On July 16, the CPUC Executive Director issued to all CCAs an extension until September 1 to distribute the annual Joint Rate Comparison ("JRC") mailers. The extension stems from ongoing technical issues at the Western Electricity Coordinating Council resulting in delayed issuance of Renewable Energy Certificates ("RFCs").
4 Item 2
Attachment 4
SVCE Leg/Reg Update, August 2024
Legislative
Update
5 Item 2
Attachment 4
SVCE Leg/Reg Update, August 2024
Final State Budget Highlights
Closes a $47B budget shortfall by tapping reserves and cutting additional $16B on top of early budget actions.

Program Funding Amount
Equitable Building Decarb Restored $25M to the program for a total of $34.5M.

Long Duration Storage Restored funding for a total of $21M Offshore Wind $45M for offshore wind infrastructure and $16M for permitting
Workforce Funding Restored funding for Women in Construction, California Youth Apprenticeship, and High Road
Training Partnerships
Zero Emission Vehicles Restored funding for a total of $12M for drayage trucks, $10M for clean trucks/buses, $5.9M for
charging infrastructure, and $1.4M for transit
buses. 6
Item 2
Attachment 4
SVCE Leg/Reg Update, August 2024
Climate Bond Highlights
$10B bond on the November 2024 ballot
Program Amount Notes
Transmission $325M Bond proceeds can’t be used for shareholder incentives and projects funded must be excluded from the rate base.

Long-Duration Energy Storage $50M Administered by the CEC. Funds could also be used for zero-emissions distributed energy backup, VPP, and
demand side grid support.

Offshore Wind Port Infrastructure $475M
Wildfire Mitigation Grants $135M Administered by the OES. Grants can be used for hardening projects and for energy storage/zero-emission back-up power for critical community infrastructure.

Wildfire Risk Reduction for
Transmission
$35M Bond projects cannot have a return on equity and must be excluded from the rate base.

Item 2
Attachment 4
SVCE Leg/Reg Update, August 2024
Additional investments
CD Climate Bond Highlights
Program Amount Notes
Climate Resilient Workforce $50M Funds to the CA Conservation Corps/community conservation corps for projects to implement critical
natural resources, transportation, energy, and housing
infrastructure to promote climate resilience.

Sea-Level Rise $1.2B Includes $85M for SF Bay Restoration Authority Community Resilience Centers $60M Administered by OES and SGC. Grants for community facilities including zero-emission backup power, clear air, cooling, shelter, telecommunications, etc.
8 Item 2
Attachment 4
SVCE Leg/Reg Update, August 2024
0 SVCE and CaICCA Bill Positions
Bill Summary CaICCA or SVCE
Position
Status
SB 1095 (Becker) Prohibits mobile home parks and
homeowner associations from
instituting barriers to electric
appliances.

SVCE
Support/CaICCA
Support
Died
AB 2513 (Pellerin) Requires health warning labels
on gas stoves.

SVCE Support Senate Env Quality
SB 1221 (Min) Creates a neighborhood zonal
decarbonization pilot at the
CPUC.

SVCE Support Assembly Energy
SB 382 (Becker) Requires disclosures at time of
building sales on electrification
ordinances.

SVCE Support Senate Floor
9 Item 2
Attachment 4
SVCE Leg/Reg Update, August 2024
0 SVCE and CaICCA Bill Positions
Bill Summary CaICCA or SVCE
Position
Status
SB 1130 (Bradford) Allows households with less than 3
people to enroll in the FERA low-income bill assistance program.

CaICCA Support Assembly Energy
AB 817 (Pacheco) Would allow Board Committees that are
purely advisory to use pandemic-era
teleconferencing rules.

CaICCA Support Assembly
Appropriations
AB 2779 (Petrie-Norris) Requires CAISO to report on any use of grid enhancing technologies to the
CPUC and legislature.

CaICCA Support Senate Energy
SB 1165 (Padilla) Allows transmission projects to go
through the permitting process at the
CEC instead of the CPUC.

CaICCA Support Died
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Item 2
Attachment 4
SVCE Leg/Reg Update, August 2024
1 Key 2024 State Legislative Milestones
January 3—Legislature Reconvenes
January 12—Last day for policy committees to hoar fiscal bills from their house last year January 19—Last day to submit bill requests to Legislative Counsel; last day for committees to hoar and report to the floor bills introduced last year
January 31—Last day for each house to pass bills introduced last year February 16—Last day for bills to bo introduced
April 26—Last day for policy committees to vote on fiscal bills May 17—Last day for fiscal committees to hoar bills introduced in that house May 24—Last day for each house to pass bills introduced in that house Juno 15—Budget bill must pass by midnight
July 3—Last day for policy committees to vote on bills
August 16 - Last day for fiscal committees to vote on bills August 31- Last day for each house to pass bills
September 30 - Last day for Governor to sign bills
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Item 2
Attachment 5
Agenda Look Ahead: September - Dec 2024
September October November December
11th: BOD Meeting
FY 24-25 Budget -Adopt
FY 24-25 Strategic Focus Areas
and Strategic Plan -Action
Clean Pathways and 24x7 Study
-Information
Local Agency Action Planning -
Information
Closed Session: CEO
Performance Eval
9th: BOD Meeting
Agency Policies Streamlining
Project Update &
Recommendation Part 1-
Action
Clean Pathways Update &
Recommendation - Action
13th: BOD Meeting
2025 Legislative Policy
Platform -Adopt
GreenPrime Product
Offering & Rate -Action
Recommended Use of
Carbon Free Savings -
Action
Programs Budget and
Impact Summary
Discussion -Information
Local Agency Action
Planning - Information
11th: BOD Meeting
Approve Budget Update,
2025 Customer Rate
Setting, and Additional
Budget Funding Items -
Action
FY25 Programs Budget -
Discussion
2025 Board Elections Info
- Information
Agency Policies
Streamlining Project Part 2 -
Action
*Please note the items on this
schedule may change depending on
priorities

Staff Report – Item 3
Item 3: Authorize the Chief Executive Officer to Execute an Agreement with Energy Solutions for Advisory, Oversight, and Evaluation Support of a Residential Accessible On-Bill Financing Pilot through 2026; and Execute an Agreement with Franklin Energy Services, LLC for a Not to Exceed Amount of $7.87 million, with a net SVCE contribution of $5.2 million for On-Bill Financing Pilot Implementation through 2035
From: Monica Padilla, CEO
Prepared by: Justin Zagunis, Director of Decarbonization Programs and Policy Jessamyn Allen, Programs Lead
Date: 8/14/2024

RECOMMENDATION
Staff recommends the Board authorize the Chief Executive Officer (CEO) to execute the two attached agreements with Cohen Ventures, Inc. dba Energy Solutions (“Energy Solutions”) and Franklin Energy Services, LLC (“Franklin Energy”) and with non-substantive changes approved by the CEO and subject to final review and approval by General Counsel. The Energy Solutions agreement is for advisory, oversight and evaluation support of a residential accessible on-bill financing pilot (“OBF pilot”) through 2026 and Energy Solutions will be contributing $2.67 million, provided to SVCE, for implementing the pilot. The Franklin Energy agreement is for implementation support of the residential accessible on-bill financing pilot through 2035 and a not-to-exceed amount of $7.87 million with SVCE’s net contribution limited to $5.2 million.

EXECUTIVE COMMITTEE RECOMMENDATION
Staff brought this pilot concept to the Executive Committee in June 2024 and received the Executive Committee’s recommendation to recommend the Board approve the OBF pilot contracts.

BACKGROUND
In the Building Decarbonization Joint Action Plan in November 2020, SVCE identified accessible financing as a key priority, recognizing that key financial barriers, such as high upfront costs or access to credit, limit the ability of customers to access electrification and energy efficiency upgrades. These upgrades are critical to reduce the use of fossil fuels and address climate change equitably while providing benefits to the community.

The electrification upgrades also help increase electricity consumption in SVCE’s service area, improving the economies of scale for SVCE’s service. Additionally, the efficiency upgrades help reduce the amount of energy needed to serve the same customers, reducing customer bills and the cost to SVCE to serve its customers. In March 2022, as part of the “Double Down” funding allocations for decarbonization programs, the Board allocated an additional $5 million dollars to the Accessible Financing program, bringing its total allocation to $5.2 million.

SVCE’s current and upcoming programs for residential building electrification offer incentives, which have typically served customers with the capital to pay for the up-front cost of upgrades, and direct installation services that completely cover the cost of electrification upgrades for low-income customers. SVCE’s proposed OBF pilot plans to provide moderate customers with a scalable path to electrify their homes through financing, while minimizing bill impacts.

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

ANALYSIS & DISCUSSION
Many households lack the discretionary income to afford home energy upgrades, including water heating and space conditioning with costs in excess of $6,000 and $15,000, respectively. While rebates and tax credits help reduce the net cost of the upgrades, households still need to shoulder the costs for many months until incentives are redeemed. And while financing options may be available to help pay for up-front costs, traditional energy financing programs typically exclude significant portions of the population due to credit score or homeownership requirements. As such, traditional incentive and financing programs tend to benefit higher-income households.1 Low-income households are increasingly supported by direct install programs with no out-of-pocket cost to the homeowner, like SVCE’s available affordable housing no-cost upgrades and upcoming single-family installation programs. This leaves behind middle- or moderate-income households,2 whose financial limitations aren’t being addressed by incentive programs and who are invariably excluded from income-qualified direct install programs, that struggle to access energy upgrades.

OBF3is a type of financing where the loan cost recovery charges are recorded and repaid via the utility bill, and the repayment obligation is tied to the utility account holder. On-bill financing helps customers overcome the high upfront costs of energy upgrades without the participation barriers of credit score requirements or debt-to-income ratios of more traditional financing programs. OBF programs have also seen low default rates, likely because the utility bill is a more reliable repayment source. Several CCAs have implemented different types of on-bill financing programs, including Peninsula Clean Energy’s (“PCE”) Zero Percent Loan program that has been running since October 2022.

SVCE’s OBF pilot differs from other forms of on-bill financing as it is specially designed to support:
• Affordability: The loan repayment is fully offset by bill savings across gas and electric usage due to the upgrade. This is a key and novel element of SVCE’s pilot that will ensure customer costs do not increase due to the electrification upgrades, while maximizing the amount of upgrade costs that can be financed. Energy models and analysis of energy usage data will ensure that bill savings exceed the loan repayment on an annual basis. Customers will also benefit from electrification incentive programs offered by SVCE and other entities.
• Strong customer protections: All equipment installed will be covered by warranty during the cost recovery period of 10 years. Customer support will also coordinate warranty repairs and investigate bill impacts to ensure equipment is operating as intended and delivering the modeled savings.

These design criteria serve the goal of increasing accessibility of financing to underserved customer segments, particularly moderate-income households. This specific design of financing for electrification has not yet been deployed in California – a very similar financing concept called Inclusive Utility Investments or Tariffed On-Bill Financing (“TOB”) is currently being designed in a California Public Utilities Commission (“CPUC”) regulatory proceeding, in which SVCE is the sole CCA participating along with the major investor utilities, to assess its viability as the model form of electrification financing for residential customers across the state. However, it involves regulatory and logistical hurdles that may take years to resolve.

It is SVCE’s intent that this OBF pilot will serve immediate needs of SVCE’s customers, provide insights to SVCE for future financing efforts, and benefit the statewide financing conversation on TOB. Due to the complex and innovative nature of the OBF pilot, SVCE has partnered with Energy Solutions for their advisory 1 Elementa. Fournier, 2020: “On energy sufficiency and the need for new policies to combat growing inequities in the residential energy sector,”
https://online.ucpress.edu/elementa/article/doi/10.1525/elementa.419/112771/On-energy-sufficiency-and-the-need-for-new 2 Middle and moderate income-households are typically defined as 80-150% Area Median Income (“AMI”). In 2023, Santa Clara County AMI is $181,300 for a family of 4. 3 American Council for an Energy-Efficient Economy (“ACEEE”) On-Bill Energy Efficiency, https://www.aceee.org/toolkit/2017/02/bill-energy-efficiency Item 3
Agenda Item: 3 Agenda Date: 8/14/2024

and evaluation support and has secured a pilot implementer, Franklin Energy, to take on the administrative and implementation responsibilities.

Consultant Selection
Selection of a Partner: In January 2019, the CPUC initiated building decarbonization rulemaking (R.19-01- 011), which included the implementation of the TECH Clean California initiative (“TECH”). The TECH program4 is a four-year, statewide market transformation program to spur electrification retrofits for residential customers. Program efforts include heat pump water heater (“HPWH”) and heat pump heating, ventilation and cooling (“HP HVAC”) contractor incentives, contractor training, consumer engagement, and pilots to “test potential solutions to specific market barriers that are limiting the installation of heat pumps.” In November 2020, a team lead by Energy Solutions was selected as the TECH implementer through a competitive solicitation.

In January 2022, Energy Solutions invited load serving entities to submit their interest in deploying an accessible financing pilot. In June 2022, SVCE entered into a non-binding Memorandum of Understanding with Energy Solutions, on behalf of the TECH initiative, to begin the pilot planning effort with the understanding that pilot deployment was subject to SVCE Board approval. The Energy Solutions team will play an advisory, oversight, and evaluation role through the end of 2026, which is the current authorization limit of the TECH program. In addition to bringing significant financial and program implementation expertise, Energy Solutions will provide $2.67 million to SVCE from their TECH program budget to help cover implementation costs and fund risk mitigation, and also provide $700,000 of in-kind labor.

Selection of Implementer: SVCE staff collaborated closely with the Energy Solutions team on the pilot design and consultant selection via Energy Solution’s competitive solicitation. Energy Solutions released a request for proposals in September 2022 and received three submissions. SVCE and Energy Solutions selected Franklin Energy, a design and engineering firm that delivers turnkey energy efficiency and decarbonization programs for residential, commercial, and industry customers of more than 60 utility and government partners in North Americas, as the pilot’s implementer. Energy Solution’s solicitation process meets SVCE’s procurement standards.

Separately, SVCE recently executed a contract agreement in March 2024 with this same Franklin Energy for the Single-Family Home Installation Program after a competitive solicitation. Given the similarity in the services provided by each of the programs, the SVCE OBF Pilot will leverage the same team of consultants and preferred equipment pricing negotiated under the Single-Family Home Installation Program contract, including:
• Three vendors that will serve as installation contractors:
o FUSE Service Inc. (Contractors State Licensing Board (CSLB) #1052421) is a General Contractor based in Santa Clara, CA with over 5,000 TECH Clean CA installations including 80 installations in SVCE territory;
o Enso Squared Building Solutions (CSLB #783892) is a General Contractor with statewide presence, including work with Marin Clean Energy, SoCal Edison, and San Diego Gas and Electric;
o Electrify My Home (CSLB #1070343) is an Electrical and HVAC Contractor based in Vacaville and is accredited by the Better Business Bureau with an A+ rating; and • Vistar Energy Inc., a consulting firm that provides customized building energy efficiency and electrification software solutions, will provide an energy and bill impact modeling tool to develop cost-effective upgrade packages for homes. 4 TECH Clean California, https://techcleanca.com/
Item 3
Agenda Item: 3 Agenda Date: 8/14/2024

SVCE’s scope of services with Franklin Energy for the OBF Pilot is included in Exhibit A of the proposed agreement (Attachment 2). Staff requests the Board to approve the attached agreement with non-substantive changes approved by the CEO and subject to final review by General Counsel. This proposed 11-year agreement through the end of 2035 with a not-to-exceed amount of $7.87 million includes:

Franklin Energy Implementation Budget $7,861,920
Pilot design & administration
Loan agreements, expense & status reporting, customer & project database set-up $247,000
Vendor-led marketing & outreach
Targeted marketing campaigns (email, community group engagement, etc.) to prescreened customers
$84,000
Implementation services
Developing project financial plans, managing contracting network, project quality control, rebate applications, invoicing
$662,000
Customer incentives and warranty costs
SVCE project incentives, warranty protections
$1,358,000
Ongoing customer support
10 years of managing warranty repairs & bill impact questions $2,332,000
Project capital
Customer loans, most expected ($2M+/75%+) to return to SVCE over 10 years $2,730,000
Contingency funds
To be reactively allocated towards incentives, services, or additional program elements that may be added based on customer experience and feedback following initial launch $450,000
Energy Solutions Contribution
From CPUC TECH program funding
($2,661,920)
Net SVCE Contribution
With $2M-$2.7M expected to return to SVCE over the 10-year repayment timeline $5,200,000
The proposed costs assume a high level of ongoing customer support provided to customers through the entire loan repayment term (ending in 2035). Ongoing customer support will be critical to ensuring customers receive the bill savings to offset their on-bill loan repayments. SVCE staff will continue to coordinate internally and with the Franklin Energy team to leverage efficiencies of scale across the OBF pilot and Single-Family Home Installation Program.

Pilot Details
The pilot will target single-family and small multifamily (with four or fewer units) residential properties that have been pre-screened by the SVCE pilot team for high bill savings potential and have a strong bill payment history. Customers will receive a turnkey level of service for their home upgrade (meaning Franklin Energy will cover all project installation logistics and contractor coordination), be offered 0% interest loans with a 10-year term to be repaid on their monthly electric bill, and have ongoing support during the cost recovery period to ensure bill savings are achieved. This pilot will have an estimated reach of 200-250 homes5 at which a combination of the following electrification upgrades will be made: HPWH, HP HVAC, energy efficiency, and solar and battery storage.
5 Pilot parameters and reach may be adjusted during the pilot design phase, based on customer and stakeholder input as well as the availability of incentives.

Item 3
Agenda Item: 3 Agenda Date: 8/14/2024

One year after the electrification upgrades are installed, the TECH team, in coordination with Franklin Energy, will lead a significant evaluation effort to validate the delivered savings against the projected savings. If a customer’s projected savings were overestimated, their on-bill charges will be adjusted downward as a correction.

Throughout the loan repayment period, customers will be able to contact Franklin Energy for support to coordinate repairs under warranty and investigate and help remediate bill impacts. Franklin Energy will also proactively provide customer education on optimal equipment usage and electricity rates.

Ultimately, this pilot will provide SVCE with more information on how to drive targeted program delivery, mitigate bill impacts from electrification, and understand the level of customer support needed in the years after electrification upgrades. These issues are critical to understand as intend to scale our financing offers, serve new customer segments, and inform the statewide conversation on financing that may reach necessary scale needed to support electrification for our customers.

Pilot Timeline
The timeline of the SVCE’s engagement on financing so far and next steps to launch the OBF Pilot are shown below:

STRATEGIC PLAN
The OBF pilot program supports SVCE’s Strategic Plan Goal 14, Measure 6 to “…explore the potential of financing programs to support electrification program efforts at scale.”

ALTERNATIVE
Staff could pursue alternative designs to address accessible financing for residential customers, such as following other CCAs’ zero percent interest loan programs. These programs offer 0% interest loans that are repaid on the customer’s monthly electric bill but are administered in-house with significantly lower administrative costs. While simpler and less costly to implement, these types of programs do not address several key challenges, including mitigating bill impacts of electrification by connecting the financing to bill savings and providing long-term customer support, which are known barriers to underserved customer segments. This OBF pilot will also ensure that the financing benefits flow to moderate-income customers rather than being accessed by higher-income households that can more easily be served by existing rebate programs or already available financing from banks and other lenders. Furthermore, not running the OBF pilot may limit SVCE’s ability to support tariffed on-bill financing in the future as the statewide effort advances.

Installations
On bill cost
recovery begins
Inform statewide
deployment
On bill cost
recovery ends
Pilot Launch SVCE EC
feedback on
pilot design

SVCE BOD
approval of
contract
Contract
executed
BOD identifies
Accessible
Financing priority
and funding
allocation
SVCE partnership
with Energy
Solutions

Pilot
implementer
solicitation

Ongoing pilot
design
Contract
negotiations
Item 3
Agenda Item: 3 Agenda Date: 8/14/2024

FISCAL IMPACT
The program funding of $5.2 million for this program is already reflected in the total Board-approved programs allocation. Approval of these contracts with Franklin Energy and Energy Solutions, therefore, will have no incremental fiscal impact. The NTE of the contract agreement with Franklin Energy is $7.87 million.

However, with a contribution of $2.67 million in funds from Energy Solutions, SVCE’s net obligation to Franklin will not exceed $5.2 million. The proposed fiscal year 2024-25 will include expected expenditures for Franklin.

ATTACHMENTS

1. Draft Agreement between SVCE and Energy Solutions, LLC for Residential Accessible On-Bill Financing Pilot Support

2. Draft Agreement between SVCE and Franklin Energy Services, LLC for Residential Accessible On-Bill Financing Pilot Implementation
Item 3
1/2024 Version 1.0

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND
Cohen Ventures, Inc., dba Energy Solutions
FOR

RESIDENTIAL ACCESSIBLE ON-BILL FINANCING PILOT SUPPORT
THIS AGREEMENT (“Agreement”), is entered into this Click here to enter DAY. day of ENTER MONTH., ENTER YEAR., by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority"), and Cohen Ventures, Inc., a California corporation whose address is 449 15th Street, Suite 400, Oakland, CA 94612 (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. Consultant was selected through a competitive solicitation process as the implementer of the Technology and Equipment for Clean Heating (TECH) Initiative under the auspices of California Public Utilities Commission building decarbonization rulemaking (R.19- 01-011). As part of the Consultant’s scope of work for TECH, the Consultant is directed to support the design and implementation of a tariff-on-bill financing pilot. In January 2022, the Consultant invited load serving entities to submit their interest to implement an accessible financing pilot and the Authority was selected.

D. Authority and Consultant desire to enter into an agreement for advisory, oversight, and evaluation support of a residential accessible financing pilot upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on Click here to enter beginning of term., and shall terminate on December 31, 2026, 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.

Item 3
Attachment 1
Draft Energy Solutions Agreement
1/2024 Version 1.0

3. COMPENSATION TO CONSULTANT
Consultant will not be compensated for services performed pursuant to this Agreement.

Consultant will provide the Authority a total amount not to exceed two million six hundred sixty-one thousand nine hundred twenty dollars ($2,661,920) in accordance with the terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

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

5. STANDARD OF CARE
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.

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.

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

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

Item 3
Attachment 1
Draft Energy Solutions Agreement
1/2024 Version 1.0

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

9. HOLD HARMLESS AND INDEMNIFICATION
A. General Indemnification. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify Authority and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those Authority agents serving as independent contractors in the role of Authority officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith and the payment of all consequential damages (collectively “Liabilities”), in law or equity, whether actual, alleged or threatened, which arise out of, 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 Consultant’s choice, and shall pay all costs and expenses, including all reasonable 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 the Consultant’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 Item 3
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apply regardless of whether or not any insurance policies are determined to be applicable to the Liability.

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

10. INSURANCE
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 Item 3
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coverage requirements and/or limits shall be available to the additional insureds. Furthermore, the requirements for coverage and limits shall be the minimum coverage and limits specified in this Agreement, or the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater.

11. CONFLICT OF INTEREST
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. The requirement to obtain Authority’s prior written approval and include clauses in subcontracts shall not apply to any obligations Contractor and its officers, employees, associates, and subcontractors may have under the TECH Initiative in accordance with the California Public Utilities Commission (the “CPUC”) Decision 20-03-027.

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 Item 3
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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 those coverages and minimum limits of coverage consistent with good practices for firms in each subcontractor’s industry for the portion of the services performed by each subcontractor. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement.

Consultant agrees to include within their subcontract(s) with any and all subcontractors the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor’s work. Subcontractors hired by Consultant shall agree to be bound to Consultant and Authority in the same manner and 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 the CPUC. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to the CPUC 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 the CPUC, and all publication rights are reserved to the CPUC. 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 may request 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 further retain the ability to make, use execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon any Reports prepared Item 3
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under this Agreement in accordance with its obligations under the TECH Initiative pursuant to CPUC Decision 20-03-27.

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. The Chief Operating Officer (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 may disclose Data to its officers, employees, agents, subcontractors, and clients to the extent necessary to carry out its obligations under this Agreement and pursuant to its obligations under the TECH Initiative in accordance with CPUC Decision 20-03-027. Consultant, its officers, employees, agents, clients, or subcontractors shall not without written authorization from the Authority Representative or unless requested in writing by the Authority Attorney, 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, clients, 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.

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

18. NOTICES
Any notice, consent, request, demand, bill, invoice, report or other communication required or permitted under this Agreement shall be in writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by courier service during Consultant’s and Authority’s regular business hours, or (c) if sent through email, upon confirmation of receipt or a read receipt, or (d) 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:

Attention: Contract Services
Energy Solutions
449 15th Street, Suite 400
Oakland, CA 94612
Email: [email protected]

19. TERMINATION
In the event either Party fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, either Party shall be deemed in default in the performance of this Agreement. The non-defaulting Party shall give the defaulting Party fifteen (15) days prior written notice of the non-defaulting Party’s intent to terminate , and the grounds therefore.

Termination shall occur if the Parties fail to agree on a plan for the defaulting party to cure within fifteen (15) days of the defaulting Party’s receipt of such notice. 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.

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

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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.

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.

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28. AUTHORITY’S RIGHTS TO EMPLOY OTHER CONSULTANTS
[Intentionally Omitted]

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
[Intentionally Excluded]

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

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

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

35. NO THIRD PARTY BENEFICIARIES INTENDED
This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by 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 Item 3
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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
_______________________________
Enter Your Name, Enter Your Title

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

CONSULTANT NAME
COHEN VENTURES INC., dba ENERGY

SOLUTIONS
By: ________________________
Name: Chris Burmester
Title: Chief Operating Officer
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Monica Padilla
Title: Chief Executive Officer
Date: __________________________
APPROVED AS TO FORM:
_______________________
Counsel for Authority
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ATTEST:
_____________________
Authority Clerk
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Exhibit A
Scope of Services
Authority and Consultant (“the Parties”), on behalf of the Technology and Equipment for Clean Heating (“TECH”) Initiative, have previously entered into a non-binding Memorandum of Understanding (“MOU”) in 2022 that sets forth mutual understandings and commitments for the design and eventual implementation of a Tariffed On-Bill (“TOB”) investment pilot serving Authority’s residential customers.

As stated in the MOU under Collaboration Goal, “[t]he purpose of this pilot is to demonstrate a tariffed on-bill investment mechanism to expand customer access to capital for electrification upgrades that advance California’s goal of carbon neutrality by 2045. This mechanism is expected to benefit a broad range of customers including certain low- and moderate-income customers that remain underserved by conventional capital markets due to high debt-to-income ratios, poor credit, low home equity, or renter status. Therefore, scalability and equity are key considerations for collaboration on a pilot. The collaboration will leverage technical support services from TECH in the design of a pilot. At the end of the pilot, it is the Parties’ intent that Authority will elect to continue and expand TOB investments as a full-scale program, with or without continued support from the TECH program, however TECH has set aside additional resources that could support pilot implementation.”
Implementation of the TOB pilot hinged on approval from the California Public Utilities Commission (“CPUC”) through the Clean Energy Finance (“CEF”) proceeding (R.20-08-022).

The CPUC has yet to issue approval to the Authority or any investor-owned utilities (IOUs). As the Authority does not have the authority to add a tariff to customer’s bills, the Parties have agreed to pursue an alternative pathway to implementation. Authority, with the support of TECH and the Program Implementer, has developed a plan for an Accessible On-Bill Financing Pilot (“the Pilot”) that incorporates the critical design principles of the originally conceived TOB pilot.

This Pilot will serve as a field trial to test and evaluate threshold program design issues in preparation for future full-scale TOB program deployment, both within SVCE’s service territory and throughout California. These issues include:
• Savings Verification and Remedy: Establishing a process for validating, one (1) year after installation of upgrades, that the measures installed, when taken as a whole, perform as designed and produce savings consistent with ex ante estimates • Customer Protections: Testing the effectiveness of customer protection measures to financially protect the customers, including, but not limited to, equipment warranties, annual customer notifications, and a capable Program Implementer and quality assurance process for contractors
• Ratepayer risk: Assessing the cost and financial risk to ratepayers and other parties for de-risking the customer’s investment
• Funding Priorities and Incentive Availability and Layering: Identifying how to leverage and layer rebate/incentive program options offers to minimize or eliminate co-Item 3 Attachment 1
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payments. Customers will be first directed to participate in any no-cost or low-cost equipment programs for which they may be eligible.
• Customer Acceptance: Ability to achieve high customer participation levels • Equitable Adoption: Expanding ability to serve disadvantaged households who are typically underserved by market-rate incentive and loan programs, while adhering to the principle of “first, do no harm”
• Targeting: Advancing customer targeting to directly engage those who would benefit most and incorporate innovative product and design strategies to lower costs by capturing system benefits
The scope of services articulated herein is intended to further the Parties’ collaboration goal, as documented in the MOU. TECH will provide pilot advisory, oversight, and evaluation services during the Start-Up, Project Origination, Evaluation, (, and Post-Installation stages, as outlined in the tasks below. Upon completion of the Evaluation Phase, TECH will transfer any remaining implementation responsibilities to the Authority for the long-term maintenance of the Pilot.

Funding to conduct this scope of services is provided by the TECH program.

Table A-1 Pilot Roles & Responsibilities
Entity Title Role
SVCE (Authority) Pilot Sponsor • Fund investments
• Hire and supervise Pilot Implementer
• Lead community engagement
• Support marketing & outreach
• Administer on-bill charges
• Manage financial & regulatory compliance
• Take reasonable measures to ensure
repayment of on-bill charges
Franklin Energy Pilot Implementer • Operational responsibility for customer acquisition, cost containment, & quality
control
• Hire & manage installer contractors
• Handle marketing and customer acquisition
• Conduct all phases of project origination,
including site assessment, project scope &
specifications development, permitting,
financial analysis, determine OBF capital
contribution
• Conduct QA/QC of improvements
• Manage O&M, customer service
TECH/Energy
Solutions
(Consultant)
Pilot Advisor • Fund risk mitigation
• Contribute implementation resources, per the
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financial plan
• Leverage complementary TECH efforts
• Contribute advisory support
• Conduct M&V, administer customer savings
guarantee
The Pilot is divided into the following stages and corresponding tasks:

Table A-2 Pilot Stages
Stage Approximate
Timeline
Corresponding Scope of Services
Tasks
1 Start-Up Q3 + Q4 2024 1 Pilot Design & Set-up
2 Administrative Reporting
2 Project Origination
& Installation
Q4 2024 – Q4 2025 3 Marketing & Outreach
4 Implementation
3 Evaluation Q1 – Q4 2026 5 Pilot Evaluation
4 Post-Installation Q4 2024 – Q4 2026 6 Additional Services The Scope of Services expected of the Consultant includes:

Stage 1, Task 1 Pilot Design & Set-Up (NTP + 0)

1.1 Attend Kickoff and Check-in Meetings
Consultant will join pilot meetings with the Authority and Pilot Implementer to help inform and review goals and objectives, budget, timeline, and administrative processes.

Task 1.1 Deliverable: Not Applicable (“N/A”)

1.2 Finalize Pilot Design, Strategy, & Financial Flows
Consultant will assist the Authority and Pilot Implementer finalizing the Pilot strategy, plan, and design. Prior to Pilot launch, Consultant will:

1. Develop a detailed pilot timeline prior to kickoff meeting.

2. Co-develop with Authority refinements to pilot services as needed.

3. Finalize Pilot eligible measures, including heat pump water heaters, heat pump heating, ventilation and air conditioning (HVAC), and complementary efficiency measures. At Authority’s discretion, the eligible measures may include additional measures as described in Task 6 and agreed upon by Authority and Consultant.

4. Confer with Program Implementer regarding procuring equipment including selecting high-quality equipment providers with strong customer ratings for selected equipment and method for securing preferential pricing and any stocking needs.

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TECH will collaborate with the Program Implementer to engage key manufacturers and distributors to secure commitments for supply chain services, including but not limited to preferred pricing and extended warranties. TECH will also provide oversight for recruitment and hiring highly qualified installation contractors by Program Implementer

5. Finalize pilot financial flows
As part of the MOU, TECH Clean California committed up to $3,000,000 in financial resources to support the Pilot. As of May 2024, TECH has allocated $338,079.64 for Pilot planning efforts and risk mitigation research. To ensure successful Pilot implementation, TECH will provide the remaining $2,661,920.36 to the Authority. These funds are divided into two categories: Pilot Operating Costs and Risk Mitigation. Pilot Operating Costs include payments to the Pilot Implementer for execution of the scope of services defined in the contract executed between the Authority and Pilot Implementer. Risk Mitigation includes funds will be used to reimburse the Authority for uncollectible charges related to the program savings guarantee. The program savings guarantee refers to delivering the predicted energy savings due to the installed measures to the customer.

Prior to commencing the Installation Phase, the Authority will establish a holding account for the Consultant’s funds. Upon execution of this agreement and establishment of the account, the Authority will submit a funding request for the entirety of funds allocated by the Consultant. The Consultant will approve the funding request within ten (10) calendar days. The Consultant will then submit a payment request to Southern California Edison (SCE) for approval. SCE typically approves payment within ten (10) business days. Upon receiving funds from SCE, the Consultant will disburse the requested funding to the Authority within fourteen (14) calendar days. The Authority will draw on these funds only to fund Pilot Operating Costs and Risk Mitigation.

Task 1.2 Deliverable: Review agreements with equipment manufacturers and distributors for preferred pricing, extended warranties, and related supply chain services

1.3 Finalize Implementation Plan and Additional Operating Procedures and Documentation
The Pilot Implementer, in collaboration with and with oversight from the Consultant, has drafted materials in preparation for launch of the Pilot. The Consultant will help ensure that the Pilot implementation plan, reporting templates, customer agreements, and any additional operating procedures are finalized prior to commencement of the Pilot Project Origination & Installation stage. The Consultant, Pilot Implementer, and Authority will agree on a finalized implementation plan and any modifications throughout the Pilot's duration.

Task 1.3 Deliverable: Review and comment on operating procedures, reporting templates, and participation and loan agreements
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1.4 Monitor State or Local Programs
The Consultant will provide regular updates (e.g. monthly or quarterly) on incentive programs relevant to the Pilot to help avoid Pilot projects moving forward if incentive funds become unavailable.

Task 1.4 Deliverable: Status updates on relevant local, state, or federal incentive programs

1.5 Support Customer Relationship Management (CRM) System & Data Exchange The Consultant will collaborate with the Pilot Implementer, the Authority, and other external parties as needed to configure and deploy the Information and Technology (“IT”) system for reporting on customer enrollment outcomes and executed loan agreements, and the process flows for reporting on pilot performance, expenses, and agreed upon Key Performance Indicators (“KPIs”).

Task 1.5 Deliverable: Review and testing of Pilot IT system

1.6 Start-Up Targeting Analysis
The Authority has previously agreed to share site-specific assessor data joined to customer energy usage data with the Consultant (Attachment). The Consultant will join this data with the California Energy Commission (CEC) dataset of whole house metered gas and electricity usage already in their possession to perform analyses, including estimating metered savings of water and space conditioning loads. These analyses will estimate customer savings opportunities to inform Pilot Implementer customer engagement and enrollment priorities.

Authority will review the target customer list for gas and electricity data quality to identify potential data gaps that could impact the Pilot evaluation. For the draft list of customers proposed for program targeting, the Authority will review their prior 12 months of customer bill payment history to confirm no bill payment delinquencies longer than 30 days and no more than two delinquencies longer than 15 days.

Task 1.6 Deliverable: Set of priority customers for Pilot Implementer engagement

1.7 Support Finalizing Marketing, Education & Outreach Plan The Consultant will review final marketing plans and preparations developed by the Pilot Implementer and the Authority, as requested, which may include education and informational materials.

Task 1.7 Deliverable: Review and comment on marketing plans and materials Stage 1, Task 2 Administrative & Reporting (NTP + 0)
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2.1 Monthly OBF Reporting
The Consultant will support the reporting of expense, and on-bill financing reports in conjunction with the Pilot Implementer and the Authority. These reports will track pilot performance, expenses (e.g. project costs and incentives), on-bill financing performance (e.g. capital budget remaining, monthly on-bill charges, etc.), project work scope and technical details, predicted savings and supporting energy model input and output files, quality control results, and agreed-upon KPIs on a monthly basis.

Task 2.1 Deliverable: Review and comment on Pilot reporting documents Stage 2, Task 3 Marketing, Education & Outreach (NTP + 60 days, or end of data collection + 30 days, whichever is later)

3.1 Review Marketing, Education, & Outreach Materials
The Consultant will review final marketing materials developed by the Pilot Implementer and the Authority, as requested, which may include education and informational materials.

Task 3.1 Deliverable: Review and comment on marketing materials Stage 2, Task 4 Project Origination & Installation
Consultant will provide support to the Authority and the Pilot Implementer to ensure smooth implementation of all Pilot activities. This support will include the following activities:

4.1 Pilot Implementer Oversight
On behalf of the Authority, the Consultant will provide oversight of Pilot Implementer project origination & installation activities and monitor implementation progress with particular attention to the Key Performance Indicators (KPIs) and pilot research questions established in the Implementation Plan.

Task 4.1 Deliverable: N/A

4.2 Financial Quality Control
The Consultant will perform quality control review of participating customers’ on-bill charges and utility payment amounts to ensure accuracy. The Consultant will report the results of their review to the Pilot Implementer and the Authority on a monthly basis.

Task 4.2 Deliverable: Monthly Quality Control Reports
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Stage 3, Task 5 Pilot Evaluation
In collaboration with the Pilot Implementer and consultation with the Authority, the Consultant will evaluate the success of Pilot implementation in testing the research questions outlined in the Implementation Plan. The overarching goal of the Parties’ collaboration is to demonstrate a pathway to expanded customer access to clean energy investments by offering a financing solution that can operate at a scale commensurate with state decarbonization goals and that does not necessitate financial means testing for participation (either to protect capital or to responsibly protect customers). To that end, the Consultant will perform the following Pilot Evaluation tasks:

5.1 Customer Satisfaction & Evaluation
The Consultant will collaborate with the Pilot Implementer to develop customer surveys to evaluate participating customer pilot satisfaction. Results from this survey will inform future Pilot implementation and the development of a scaled TOB program for both the Authority and the state of California.

Task 5.1 Deliverables: Help Develop Customer Survey; Report on Results of Customer Survey

5.2 M&V Analysis
The Consultant will perform M&V of site-specific energy impacts and bill savings in consultation with the Pilot Implementer. M&V protocols are documented in the Pilot Implementation Plan. The Consultant will report to the Authority the M&V results and any recommendations for adjusting the customer’s line-item charge for loan repayment and the allocation of risk mitigation funds (see Task 1.2). The Consultant will conduct additional analysis as needed to address research questions and inform successor program design decisions.

Task 5.2 Deliverables: Report on M&V Results

5.3 IOU Advisory Group Coordination
The Consultant will facilitate an advisory group to inform research priorities and derive lessons learned from the Pilot to inform the development of future IOU and CCA TOB programs. The Consultant will set agendas and develop content as needed to ensure fruitful advisory group meetings on a monthly basis.

The Authority agrees to share information with the Consultant as needed to support productive advisory group engagement, consistent with customer confidentiality requirements and contractual agreements related to proprietary information.

Task 5.3 Deliverables: IOU Advisory Group agendas, reports, and other documentation as needed
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Stage 4, Task 6 Additional Services

6.1 Additional technology measures review
The Consultant will support the Pilot Implementer and the Authority to incorporate additional installed measure technologies, including solar and battery storage, to the list of eligible Pilot technologies. Support may include updating M&V protocols and reviewing revised Pilot customer materials.

Task 6.1 Deliverables: Review and comment revised Pilot documents and procedures

6.2 TOB preparation
Once regulatory TOB approvals and utility billing system upgrades are complete, the Consultant will provide supporting services to help prepare SVCE for a potential TOB pilot. This may involve such activities including, but not limited to: supporting engagement with Pacific Gas & Electric (“PG&E”) to understand the IOU billing requirements for the TOB pilot, help formulate a TOB pilot budget, and assist coordination with county assessor’s office for TOB property notifications.

Task 6.2 Deliverables: N/A
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Exhibit B
Schedule of Performance
This schedule may be modified with the written approval of the Authority.

Task Begin Complete
Stage 1, Task 1 Pilot Design & Set-Up 10/1/2024 12/31/2024 Stage 1, Task 2 Administrative & Reporting 10/1/2024 12/31/2024 Stage 2, Task 3 Marketing, Education & Outreach 12/1/2024 7/31/2025 Stage 2, Task 4 Implementation 1/1/2025 12/31/2025
Stage 3, Task 5 Pilot Evaluation 6/1/2026 12/31/2026
Stage 4, Task 6 Additional Services 1/1/2025 12/31/2026 Item 3
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Exhibit C
Compensation
Consultant is performing the services described in Exhibit A on a pro bono basis, in accordance with the Memorandum of Understanding between the Partners, dated June 14, 2022.

In that MOU, Consultant committed to provide technical assistance to Authority to (a) analyze the business case for investments in customer electrification and to conduct due diligence, and; (b) design a TOB investment program. 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 zero dollars ($0.00).

As part of the MOU, TECH Clean California committed up to $3,000,000 in financial resources to support the Pilot. As of May 2024, TECH has allocated $338,079.64 for Pilot planning efforts and risk mitigation research. To ensure successful Pilot implementation, the Consultant will provide the remaining $2,661,920.36 to the Authority. These funds are divided into two categories: Pilot Operating Costs and Risk Mitigation. Pilot Operating Costs include payments to the Pilot Implementer for execution of the scope of work defined in the contract executed between the Authority and Pilot Implementer. Risk Mitigation includes funds will be used to reimburse the Authority for uncollectible charges related to the program savings guarantee.

Prior to commencing the Installation Phase, the Authority will establish a holding account for the Consultant’s funds. Upon execution of this agreement and establishment of the account, the Authority will submit a funding request for the entirety of funds allocated by the Consultant. The Consultant will approve the funding request within ten (10) calendar days. The Consultant will then submit a payment request to Southern California Edison (“SCE”) for approval. SCE typically approves payment within ten (10) business days. Upon receiving funds from SCE, the Consultant will disburse the requested funding to the Authority within fourteen (14) calendar days.

In addition to the financial resources to support the Pilot, the Consultant will provide approximately $700,000 of in-kind labor and M&V services while providing advisory and administrative support and completing the Pilot evaluation.

In summary,
• The Authority is not compensating the Consultant for services described in Exhibit “A” • The Consultant will provide the Authority with $2,661,920 to be used for Pilot Operating Costs and Risk Mitigation.
• Additionally, the Consultant is contributing approximately $700,000 in in-kind labor and evaluation services in support of the Pilot.

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 Item 3
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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, subcontractors, clients, or representatives of Consultant (“Consultant Representatives”) who have a “need Item 3
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to know” such Confidential Information in the course of their duties with respect to the Consultant program and who are bound by confidentiality obligations through non-disclosure agreements between Consultant and such Consultant Representatives. 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. On a schedule agreed upon by Authority and Consultant, Consultant shall conduct a comprehensive independent third-party audit of its data privacy and information security program and provide such audit findings to Authority upon request. 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 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 Item 3
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absence of any legally required notification period, within five (5) calendar days 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, Consultant Representatives contrary to this Agreement; however, such liability shall not limit or prevent any actions by Authority directly against such Consultant Representatives for improper disclosure and/or use. In no event shall Consultant or Consultant Representatives Item 3
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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 Consultant 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 Consultant Representatives in connection with the use or disclosure of Confidential Information.

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

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AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND

FRANKLIN ENERGY SERVICES, LLC
FOR

RESIDENTIAL ACCESSIBLE ON-BILL FINANCING PILOT IMPLEMENTATION THIS AGREEMENT (“Agreement”), is entered into this Click here to enter DAY. day of ENTER MONTH., ENTER YEAR., by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority"), and Franklin Energy Services, LLC., a Delaware limited liability company, located at 102 N. Franklin St, Port Washington, Wisconsin 53074 (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. Consultant was chosen through a competitive solicitation process issued by Cohen Ventures, Inc. dba Energy Solutions (“Energy Solutions”), the collaborative partner of the Authority and later referred to as the Pilot Advisor, in September 2022. The solicitation process followed the Authority’s procurement practices.

D. Authority and Consultant desire to enter into an agreement for residential accessible financing pilot upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on Click here to enter beginning of term., and shall terminate on December 31, 2035, 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 seven million eight hundred sixty-one thousand nine hundred twenty Item 3
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dollars ($7,861,920.00) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

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

5. STANDARD OF CARE
Consultant agrees to perform all services required by this Agreement in a manner commensurate with the prevailing standards of commercially trained professionals 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 as described and specified in the applicable Scope of Services. 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) specified for in the Scope of Services to eliminate the errors. Should Consultant fail to make such correction within ten (10) days, or a longer period of time to be mutually agreed to between the parties, 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 the Consultant.

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.

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

9. HOLD HARMLESS AND INDEMNIFICATION
A. General Indemnification. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify Authority and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those Authority agents serving as independent contractors in the role of Authority officials (collectively “Indemnitees”), from and against any and all third party claims, damages, costs, expenses, liabilities, 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 (collectively “Liabilities”) directly caused by arising out of the actions 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 resulting in (i) bodily injury to, or death of, persons or damage to or destruction of property directly caused or arising out of Consultants performance of Services under the applicable Scope of Services in connection with or incident to the performance of the Services, or any destruction, or unauthorized access, use, or theft of data or (ii) third party allegations that any services or deliverables, or any portion thereof infringe that third party’s copyright, patent, trademark, trade, name, trade secret, or any other intellectual property rights, provided that Consultant shall provide no indemnification and assume no liability to the extent any infringement, violation, trespass, or unauthorized us or misappropriation of any IP rights, that results from the Authority combining or modifying the services or materials provided to the Authority by the Consultant without permission of Consultant; except to the extent such Liabilities are caused by the Authority’s negligence or willful misconduct.

B. Consultants indemnification obligations under this Agreement are conditioned on (i) the Authority providing timely notice of any claim or proceeding to the Consultant under which it intends to seek to enforce the indemnification obligations; provided, however, that an Authority’s failure to notify the Consultant under this Section 9(B) will relieve the Consultant of its obligations under Section 9(A) only if and only to the extent the Consultant was prejudiced by not receiving timely notice of the claim , and (ii) the Authority fully cooperating with the Consultant, including making all defenses available to the Consultant that would be available to the Authority.

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

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

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E. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR

INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED

TO LOSS OF PROFIT, LOSS OF REVENUE OR LOSS OF OPPORTUNITY IN CONNECTION WITH THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY’S

LIABILITY FOR DIRECT DAMAGES RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY THE AUTHORITY TO CONSULTANT DURING THE TWELVE (12)

MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM,

EXCLUDING SUCH CLAIMS ARISING FROM THE RESPECTIVE GROSS NEGLIGENCE

OR WILLFUL MISCONDUCT OF THE PARTY, INTELLECTUAL PROPERTY CLAIMS

AND DATA BREACH CLAIMS THESE LIMITATIONS OF LIABILITY APPLY

REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR

OTHERWISE, EVEN IF NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.

F. Required clause to be included in Subcontractor Agreements: Subcontractor Release of Claims Against, and Hold Harmless of Authority “Consultant/Subcontractor used by Franklin Energy to provide services for Silicon Valley Clean Energy (SVCE) discharges and releases SVCE and its officers, employers, employees, and agents from and against any and all claims, demands, liabilities, obligations, damages or chose in action, legal or equitable, of whatever kind or nature, including negligence by SVCE, in which Consultant/Subcontractor, and Consultant/Subcontractor’s successors in interest, heirs, estates or personal representatives, or family members, now may have or assert, or may have had in the past or may have in the future, against SVCE as the result of, based upon, arising out of, or connected with SVCE’s involvement with the Project. Consultant/Subcontractor is on notice of and hereby specifically and expressly waives the provisions of California Civil Code § 1542, which provides that a “general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. Consultant/Subcontractor also agrees to indemnify and hold harmless SVCE from any and all claims, actions, suits, procedures, costs, expenses, damages, and liabilities, including attorney’s fees and costs, brought as a result of SVCE’s involvement with the Project, and to reimburse SVCE for any such expenses incurred.” For purposes of this provision, Authority is hereby intended to be a third-party beneficiary of any and all contracts executed by Consultant to implement this Agreement, pursuant to California Civil Code § 1559.

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 and amount 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, shall not limit Consultant’s indemnification obligations under this Agreement, Consultant shall provide thirty (30) days’ advance written notice of cancellation, except ten (10) days for non-payment of premium, to the Authority by certified Item 3
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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 carrying an AM Best Rating of A-II or Better 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. Subconsultants. Consultant shall require that all subconsultants maintain the same minimum insurance requirements as set forth herein. In Authority’s sole discretion, it may require subconsultants to maintain different types of insurance as required by the type of work performed (for example only, builder’s risk), and may allow subconsultants to maintain an amount different from those set forth herein, so long as Consultant’s insurance will cover any gaps in coverage.

Consultant and any subconsultants shall not require customer insurance to be primary.

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. Insurance limits do not limit Consultant’s indemnity or other liability obligations under this Agreement.

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 Item 3
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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, provided, however, that the Consultant may in its discretion assign this Agreement or any of its rights or obligations under this Agreement to any parent, subsidiary or affiliated business entity of the Consultant or in the event of a merger, acquisition, the sale or transfer of majority of the assets, or change of control, so long as it provides written notice to Authority within thirty (30) days of assignment. Additionally, claims for money by Consultant from Authority under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to Authority by Consultant.

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

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

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

Consultant agrees to include within their subcontract(s) with any and all subcontractors the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor’s work. Consultant shall also require that all subcontractors maintain all necessary licenses and insurance and comply with all applicable laws for the type of work performed under this Agreement. 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, provided, Authority may allow, in its sole discretion, for a reduction in insurance requirements for Item 3
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subcontractors if the scope of subcontractor work does not necessitate all coverages or levels of coverage.

Authority approves the following anticipated subconsultants and their performance of the tasks noted below:

Table 1 – Anticipated Subconsultants
Anticipated
Subconsultant
Role Exhibit “A” Scope of Services
Tasks
Vistar Energy, Inc. Development of Home
Assessment tool
Task 1 Pilot Design & Set-up
(No incremental cost for
implementation phase)
FUSE Service Inc.

CSLB1 #: 1052421
Eligible Measure installation
services
Task 1 Pilot Design & Set-up
Task 4 Implementation
Task 6 Ongoing Customer Service
(Warranty and Implementation)
Enso Building Solutions
Inc. CSLB#: 1102528
Eligible Measure installation
services
Task 1 Pilot Design & Set-up
Task 4 Implementation
(Implementation)
Efficient Modern Heat
Pump – HVAC dba
Electrify My Home
CSLB #: 1070343
Eligible Measure installation
services
Task 1 Pilot Design & Set-up
Task 4 Implementation

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 the applicable Scope of Services, 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. 1 Contractors State License Board
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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.

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 the applicable Scope of Services.

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. For Task 4 of the Scope of Services, the work will be invoiced per the pre-negotiated pricing established in this contract. All such records shall be clearly identified and readily accessible.

Consultant shall provide to the Authority, or its representatives, access to such books and records upon five (5) days written notice at the Consultant’s place of business during normal working hours, or electronically, and at Authority’s sole expense and gives Authority the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a minimum period of five (5) years after Consultant receives final payment from Authority for all services required under this agreement

16. PARTY REPRESENTATIVES
The Chief Executive Officer (“Authority Representative”) shall represent the Authority in all matters pertaining to the services to be performed under this Agreement. Justin Kjeldsen (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 Attorney, 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, unless prevented by applicable law.

B. Consultant shall promptly, unless prevented by applicable law, notify Authority should Consultant, its officers, employees, agents or subcontractors be served with any summons, Item 3
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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. In the event Authority gives Consultant written notice of a “litigation hold” then as to all data identified in such notice, Consultant shall, at no additional cost to Authority, isolate and preserve all such data pending receipt of further direction from the Authority.

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

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

F. It is understood that Authority 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 Consultant’s designated confidential information, Authority will 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.

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

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

Franklin Energy Services, LLC
102 N. Franklin Street
Port Washington, WI 53074
Attn: Dean Laube
With copy to:

Corporate Counsel
102 N. Franklin Street
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Port Washington, WI 53074
[email protected]

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 ten (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 thirty (30) days written notice if such cure is not completed.. The Authority Representative shall also have the option, at its sole discretion and without cause, of terminating this Agreement by giving thirty (30) days' prior written notice to Consultant as provided herein.

Upon receipt of any notice of termination, Consultant shall immediately discontinue performance. The Authority will compensate Consultant for all unpaid, undisputed amounts due prior to the termination date. 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, plus, all unpaid, undisputed amounts due prior to the termination date. Upon termination, Consultant shall promptly 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.

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

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

Consultant understands and agrees that it is Authority's requirement that the Consultant, including both its assignees and subcontractors for the installation of equipment as described in "Exhibit A Scope of Services" be subject to the payment of prevailing wage and Consultant and any subcontractors, shall be fully responsible for complying with all California public works requirements including but not limited to payment of prevailing wage. Consultant shall be Item 3
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responsible for ensuring subcontractor/assignee compliance during the Term and shall notify Authority of any noncompliance as soon as it is discovered.

At Authority's discretion, Authority may, but is not obligated to, require Consultant to remove a subcontractor from performance of work pursuant to the Agreement if it is found to be noncompliant with this section.

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.

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.

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

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

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

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

30. FORCE MAJEURE
Consultant shall not be liable for any failure to perform its obligations under this Agreement if Consultant presents acceptable evidence, in Authority’s sole judgment, that such failure was due to acts of God, embargoes, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, pandemics, epidemics, 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, provided the Authority will provide such written acceptance within thirty (30) days of receipt of final invoice from Consultant.

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

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

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

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

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

CONSULTANT NAME
Franklin Energy Services, LLC
By: ________________________
Name: Grace Wu
Title: Chief Operations Officer
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Monica Padilla
Title: Chief Executive Officer
Date: __________________________
APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk
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Exhibit A
Scope of Services
Silicon Valley Clean Energy Authority’s (“Authority”) mission is to provide clean, carbon-free electricity at competitive rates, and to work with its member communities to reduce greenhouse gas (“GHG”) emissions. One key avenue for this is through customer decarbonization programs.

The Authority has developed several programs roadmaps and been deploying programs since 2019. A key focus of such programs is to provide accessible financing solutions for building electrification.

While incentives and technical assistance may assist early adopters in transitioning to all-electric buildings or vehicles, the high upfront cost of electric appliance upgrades pose a significant challenge to many customers. Furthermore, a large subset of those customers do not have access to reasonable financing options, due to credit score or debt-to-income thresholds, among other requirements.

Since June 2022, the Authority has partnered with Technology and Equipment for Clean Heating (“TECH”) Initiative on the design and eventual implementation of a Tariffed On-Bill (“TOB”) investment pilot serving Authority’s residential customers. Energy Solutions serves as the prime contractor for the TECH Initiative. Implementation of the TOB pilot hinged on approval from the California Public Utilities Commission (“CPUC”) through the Clean Energy Finance (“CEF”) proceeding (R.20-08-022). The CPUC has yet to issue approval to SVCE the Authority or any investor-owned utilities (IOUs). As SVCE the Authority does not have the authority to add a tariff to customer’s bills, the Parties have agreed to pursue an alternative pathway to implementation. The Authority, with the support of TECH and the Consultant, has developed a plan for an Accessible Residential On-Bill Financing Pilot that incorporates the critical design principles of the originally conceived TOB pilot, including the selection of an implementer to conduct all phase of financed projects origination and customer service.

In October 2022, TECH issued a competitive solicitation for the implementer role. The Authority joined TECH in evaluation of the received proposals, including rubric grading and interviews, and the ultimate selection of the Consultant for the role of implementer (“Pilot Implementer”).

Following the implementer selection, the Consultant has been under contract with TECH for the planning phase of this Pilot, which has entailed developing draft implementation and marketing plans, among other tasks. TECH will play an advisory and supporting role in the Pilot through the installation and evaluation stages, taking on the title of Pilot Advisor (“Pilot Advisor”).

Therefore, Authority envisions a program that provides on-bill financing and building electrification installation services to owner and tenant-occupied single family residences, including small multifamily residences up to four units, with no central systems (hereafter referred to by the working title “Residential Accessible On-Bill Financing Pilot” or “Accessible Financing Pilot” or simply “Pilot”). Consultant will leverage its technical expertise and local experience to deliver the Accessible Financing Pilot to eligible Authority customers.

I. Overview of Accessible Financing Pilot
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The Accessible Financing Pilot will provide financing and installation services for building electrification upgrades. This will include project advising and planning, building evaluations, site visits, permitting, equipment installation, and assistance with applicable third-party incentives and on-bill financing provided by the Authority. The intent of these services is to mitigate financial barriers in transitioning participating single family properties to all-electric equipment and appliances. Authority intends to demonstrate the success of such a program in the Bay Area and identify challenges and solutions for future scalability.

Table A-1 Pilot Roles & Responsibilities
Entity Title Role
SVCE (Authority) Pilot Sponsor • Fund investments
• Hire and supervise Pilot Implementer
• Lead community engagement
• Support marketing & outreach
• Administer on-bill charges
• Manage financial & regulatory compliance
• Take reasonable measures to ensure
repayment of on-bill charges
Franklin
Energy (Consultant)
Pilot
Implementer
• Operational responsibility for customer
acquisition, cost containment, & quality
control
• Hire & manage installer contractors
• Handle marketing and customer
acquisition
• Conduct all phases of project origination,
including site assessment, project scope &
specifications development, permitting,
financial analysis, determine OBF capital
contribution
• Conduct QA/QC of improvements
• Manage O&M, customer service
TECH/Energy
Solutions
Pilot Advisor • Fund risk mitigation
• Contribute implementation resources, per
the financial plan
• Leverage complementary TECH efforts
• Contribute advisory support
• Conduct M&V, administer customer
savings guarantee
As the Accessible Financing Pilot is being co-delivered by Franklin Energy in SVCE’s service territory, every effort has been made to only identify those costs that are incremental to delivering the core turn-key, market-rate, and domestic hot water (DHW) offerings detailed in the “Single Family Home Installation Program” (“SVCE Home Installation Program”) agreement between the Consultant and the Authority dated April 12 th, 2024.

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A) Accessible Financing Pilot Goals and Objectives
The intent of the Accessible Financing Pilot is to develop a scalable financing solution leveraging bill savings to support electrification upgrades for underserved customer segments.

The learnings from this Pilot will inform a potential future SVCE TOB offering, as well as the ongoing CPUC CEF Proceeding.

The pilot objectives in support of the Pilot goals are:
• Funding Priorities and Incentive Availability and Layering: Identifying how to leverage and layer rebate/incentive program options offers to minimize or eliminate co-payments.

Customers will be first directed to participate in any no-cost or low-cost equipment programs for which they may be eligible.
• Customer Acceptance: Ability to achieve high customer participation levels • Equitable Adoption: Expanding ability to serve disadvantaged households who are typically underserved by market-rate incentive and loan programs, while adhering to the principle of “first, do no harm”
• Targeting: Advancing customer targeting to directly engage those who would benefit most and incorporate innovative product and design strategies to lower costs by capturing system benefits
• Savings Verification and Remedy: Establishing a process for validating, one (1) year after installation of upgrades, that the measures installed, when taken as a whole, perform as designed and produce savings consistent with ex ante estimates • Customer Protections: Testing the effectiveness of customer protection measures to financially protect the customers, including, but not limited to, equipment warranties, annual customer notifications, and a capable Program Implementer and quality assurance process for contractors
• Ratepayer risk: Assessing the cost and financial risk to ratepayers and other parties for de-risking the customer’s investment
B) Service Level Expectations (“SLE”)
The Service Level Expectations (SLEs) set minimum requirements for how a customer receives program services. The intent of the SLEs is to deliver timely, quality services and maintain high customer satisfaction. Consultant will track and aim to achieve the following SLEs:

1. For homes receiving a single electrification measure, install and energize equipment within 30 days of customer enrollment2, barring Pacific Gas & Electric (“PG&E”) service upgrade delays or building department-mandated delays regarding planning or building department permit review. 2 Customer enrollment is determined upon receiving the customer’s signed and completed Program Participation Agreement
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2. For homes receiving multiple electrification measures3and/or minor home repair, install and energize all equipment within 60 days of customer enrollment, barring PG&E service upgrade delays.

3. When functioning gas-fired appliances and equipment (water heater, space heater, stovetop, clothes dryer) are electrified through the program, electric replacements must be installed, functional, and operating within 48 hours of the gas appliance(s) removal.

4. Achieve 90% satisfaction rating for program services from customer surveys.

C) Accessible Financing Pilot Staffing
Consultant agrees to staff the Accessible Financing Pilot in accordance with the Staffing Plan set forth in Table A-2. Consultant will notify Authority in writing concerning proposed changes to the staffing plan, and all such changes will require the prior written consent of Authority.

Authority may (i) request Consultant conduct criminal background checks to Authority’s satisfaction on all Consultant’s staff that may enter customer premises, and (ii) require that any staff of Consultant that fails the background check will not be permitted to enter any customer premises.

Table A-2 Accessible Financing Pilot Staffing Plan
Staff Role & Responsibilities
Justin Kjeldsen
Regional Director
[email protected]
Responsible for all program delivery and client
satisfaction.

Gina Melekh
Director of Business Development
[email protected]
Ensures client success and satisfaction.

Melina Corona
Program Manager
[email protected]
Will provide program administration and delivery
or equivalent level PM to be hired.

Brett Bishop
Opportunity Architect
[email protected]
Will contribute subject matter expertise and
solution oversight.

Home Assessor (2 positions)
To be hired upon contract execution
Will complete home assessments and provide
technical assistance to customers
3 Multiple electrification measures includes space heating and domestic water heating.

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Joel Pereda
Principal, Enso Building Solutions Inc
[email protected]
Executive leadership in delivery of installation
services as subcontractor to Franklin Energy
Services.

Michael Yafasov
Principal, Fuse Service Inc
[email protected]
Executive leadership in delivery of installation
services as subcontractor to Franklin Energy
Services.

Larry Waters
President, Electrify My Home
[email protected]
Executive leadership in delivery of installation
services as subcontractor to Franklin Energy
Services.

II. Accessible Financing Implementation & Delivery
The Pilot implementation phase can be subdivided into four stages: (1) start-up; (2) project origination and installation; (3) evaluation or measurement and verification (“M&V”) phase; and (4) ongoing customer service. Each project will follow its own timeline for progressing through each stage. The M&V stage will commence immediately upon completion of the financed project installation and continue for approximately one year. The customer service stage will continue through the full cost recovery loan term, which may depend on the actual technologies installed, but is typically ten (10) years. The M&V remains primarily the responsibility of the Authority and Pilot Advisor, the Consultant will play a supporting role.

Table A-3 Accessible Financing Pilot Stages
Stage Approximate
Timeline
Corresponding Scope of Services
Tasks
1 Start-Up Q3 + Q4 2024 1 Pilot Design & Set-up
2 Administrative Reporting
2 Project Origination &
Installation
Q4 2024 – Q4 2025 3 Marketing & Outreach
4 Implementation
3 M&V Q1 – Q4 2026 5 M&V Support
4 Post-Installation Q4 2024 – Q4 2035 6 Ongoing Customer Service 7 New Pilot Measures
The implementation phase Scope of Services expected of the Consultant includes:

Stage 1, Task 1 Pilot Design & Set-Up (NTP + 0)

1.1 Kickoff and Check-in Meetings
Consultant will develop an agenda and lead a program kickoff meeting with Authority to review program goals and objectives, budget, timeline, and administrative processes at a mutually determined date following contract execution.

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After the kickoff meeting, the Consultant will set up check-in meetings on a biweekly recurring schedule for the duration of the period of performance, unless more frequent meetings are necessary as determined by Authority. For check-in meetings, Consultant will work with the Authority’s program manager(s) to determine the agenda at minimum one day prior to the meeting. Meetings will focus on program progress updates, reviewing deliverables, and determining expected milestones for the next meeting.

Task 1.1 Deliverable: Meeting agendas and meeting minutes

1.2 Provide Compliance Documentation
Consultant will provide Authority with documentation of insurance, all legally required certifications, and other requirements including for all subcontractors. If any materials are renewed or subcontractors changed, updated documents must be provided at that time, in accordance with the terms of the Agreement. Consultant will provide all subcontracts to Authority for review and approval to verify compliance with contract terms prior to execution.

Major supplementary documentation developed while delivering these services must also be provided as determined by Authority. This supplementary documentation shall be defined as:
executed subcontracts, technical designs, permits, photographs of installed equipment, and materials developed for Authority and Consultant use.

Task 1.2 Deliverable: Compliance documentation, including for all subcontractors

1.3 Finalize Pilot Design, Strategy, & Financial Flows
Consultant will assist Authority in finalizing the program strategy, plan, and design. Prior to program launch, Consultant will:

1. Develop a detailed pilot timeline prior to kickoff meeting.

2. Co-develop with Authority refinements to Pilot services as needed.

3. Finalize Pilot Eligible Measures List, including measures outlined in “Exhibit C Table C-4”. At Authority’s discretion, the Eligible Measure List may include additional measures as described in Task 7 and agreed upon by Authority and Consultant.

4. Leverage the SVCE Home Installation Program approach for procuring equipment including selecting high-quality equipment providers with strong customer ratings for selected equipment and method for securing preferential pricing and any stocking needs.

5. Finalize Pilot financial flows, including customer and Authority’s payments to Consultant and subconsultants for project costs, incentives, and loan capital

6. Finalize staffing plan based on final services and pilot rollout timing.

1.4 Finalize Pilot Implementation Plan
With support from the Pilot Advisor, the Consultant will finalize the Pilot Implementation Plan for use by Authority and the Consultant. The Pilot Implementation Plan will describe in greater detail the design, implementation, and policies of the Accessible Financing Pilot, leveraging the relevant processes and details already outlined in the SVCE Home Installation Program materials. The Consultant will submit a draft of the Pilot Implementation Plan to Authority for Item 3
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review and approval before finalizing. Consultant will provide written revisions and update to the Pilot Implementation Plan upon Authority request. The Pilot Implementation Plan will include the following:

1. Customer and property eligibility requirements for the Pilot

2. The terms and conditions for eligible customers to participate in the Pilot.

3. The process for enrolling customers in the Pilot, including customer journey, operational steps, and developing program referrals.

4. Eligible Measures List as outlined in Exhibit C, Table C-4, and any additional measures added as part of Task 7

5. List of third-party programs that can be co-delivered/leveraged through the Pilot, including measures and incentive amounts, and process for how they are applied for and accounted for through the Pilot.

6. Home assessment methodology including the following:
a. List of criteria that would deem a project ineligible for planned services by equipment type or issue (e.g., water heaters in locations too small for a heat pump water heater, knob and tube wiring in home, electric service capacity issues, etc.)
b. Testing and assessing procedures and required certifications, as appropriate.

7. Field verification standards for Eligible Measures, including handling of hazardous materials (e.g., asbestos and lead safe practices).

8. The process for getting building permits, including considerations that may be unique to particular jurisdictions.

9. The process for installing equipment, including manufacturers’ and workmanship warranty documentation processes, health and safety protocols, and quality assurance.

10. The process for collecting customer payments for the Pilot services, including customer invoices and payment schedule.

11. Dispute resolution guidelines and standard procedures including processes for handling customer and/or Subcontractor issues.

12. The process for providing Pilot Progress Reports (Task 2.1) and Monthly Expense Reports (Task 2.2).

13. The mechanism and process for ensuring prevailing wage compliance for Subcontractors, including reporting and auditing capabilities for Authority.

14. The process for performing door-to-door canvassing to generate qualified leads, including standard operating procedures, scripts, and other items as directed by Authority.

15. The process for providing or making available an extended warranty for applicable mechanical equipment.

Task 1.4 Deliverable: Pilot Implementation Plan

1.5 Finalize Technical Design Guidelines
Building off the SVCE Home Installation Program technical guidelines, the Pilot Technical Design Guidelines will be used by Consultant to guide the development of each participating home’s Project Scope of Work.

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The Technical Design Guidelines will be based on the following principles:
• Maximizing decarbonization with high cost-effectiveness. • Favoring installation and operation simplicity and reliability. • Delivering operating cost, comfort and air quality benefits to homeowners, while mitigating adverse conditions such as noise.
• Designing for grid benefits and resilience where possible. • Permitting requirements of the local jurisdictions; and • Avoiding service upgrades through power-efficient, whole system design whenever possible. All pilot subcontractors will be expected to be trained on this topic.

In collaboration with Authority, Consultant will develop and maintain Technical Design Guidelines. Consultant will:

1. Draft the Technical Design Guidelines to Authority for review and approval before finalizing. Technical Design Guidelines shall, at a minimum, include the following:
a. Installation guidelines and diagrams, if applicable, for Eligible Measures outlined in Exhibit C Table C-4, and any additional measures added as part of Task 7.

Eligible Measures will also include minor home repair measures and, in some cases, energy efficiency and resilience measures.
b. Installation guidelines and diagrams, if applicable, for approved New Program Measures, Technologies and Methods (Task 7).
c. Home scenarios and a decision tree.
d. Process and guidelines for decommissioning gas equipment, capping gas lines, and if appropriate or necessary coordination with PG&E to remove gas meter.

2. Provide written revisions and updates to the Technical Design Guidelines based on industry best practices, learnings from the Pilot, and any additional measures added as part of Task 7 every 12 months or as mutually deemed appropriate.

Task 1.5 Deliverable: Technical Design Guidelines

1.6 Modify Home Assessment Template
Consultant will modify an existing Home Assessment Template for use in conjunction with the XeroHome software platform (see “Exhibit E” for the “XeroHome Scope of Work and Payment” in the Single Family Home Installation Program Agreement) for Authority review and approval before use. This will be incremental to the work already developed for SVCE Home Installation Program. Under the Single Family Home Installation program, Vistar Energy, Inc. will provide the Consultant’s team with access to XeroHome’s energy analysis of approximately 154,000 individual existing single-family homes in the Authority’s territory. The XeroHome energy analysis will help the Consultant’s team identify energy efficiency and electrification upgrades that will lower the home’s utility bills and quantify those savings. The compensation to Vistar Energy, Inc (with an NTE of $658,636 over the term of the Single Family Home Installation Program Agreement) covers all tasks and costs associated with the set-up, access, and ongoing use of the XeroHome energy analysis. Consultant will perform an in-home or virtual assessment and use the Home Assessment Template to document existing home conditions and equipment and determine measures’ suitability to develop a customized Scope of Work (Task 1.7). The Item 3
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Home Assessment will include the following elements regarding equipment and appliances located at the residential property:

1. An inventory of physical conditions, age, and estimated remaining lifespan(s) of equipment, appliances, and home conditions.

2. Evaluation of the condition and capacity of the existing electrical systems and recommended upgrades that may be necessary to enable the proposed measures.

3. Analysis of panel capacity for recommended measures and whole-home electrification (either meter-based or electric load calculations as needed) to ensure home can electrify on service capacity and determine appropriate approach to electrical layout.

4. Recommended locations for new electrical equipment, noting any observed space or structural constraints and possible remedies.

5. Photos and diagrams (site, equipment, etc.).

Task 1.6 Deliverable: Home Assessment Template (Excel file or screen capture).

1.7 Modify Project Scope of Work Template
In coordination with Authority, Consultant will modify the Project Scope of Work template developed for the SVCE Home Installation Program for its use in the Pilot. The Authority will review and approve before use. The Project Scope of Work will be provided by the Consultant to the participating customer and will include information necessary for the customer to understand the electrification opportunities available to them. The Project Scope of Work will be provided in electronic format, and available via paper upon customer request. Consultant will provide revisions and updates to the Project Scope of Work template upon Authority request. The Project Scope of Work template shall include the following elements:

1. Customer contact information (name, address, email, phone number)

2. Program contact information (email, phone number)

3. Recommended Eligible Measures (measure, quantity, cost)

4. Incentives (Authority and third-party rebates and incentives)

5. Financing options (Authority and third-party financing)

6. Cost (total and net of incentives)

7. Proposed workplan and timeline that will be executed if customer opts to receive services Task 1.7 Deliverable: Project Scope of Work Template

1.8 Develop Pilot Participation Agreement
In coordination with Authority, the Consultant will draft a Pilot Participation Agreement(s) that includes terms and conditions of the Pilot and grants the Consultant and its subcontractors permission to perform activities necessary to participate in the Pilot including site visits, building evaluations, equipment installation, and evaluation, measurement and verification (“EM&V”), and on-bill financing terms and disclosures, which may be part of the Participation Agreement and may include additional documentation related to the on-bill financing. The Pilot Participation Agreement will be modified from the participation agreement developed for the SVCE Home Installation Program. The Program Participation Agreement will be developed in paper and electronic formats. The Participation Agreement shall be signed by homeowners at the time of enrollment. The Parties will develop a protocol for review of the various agreements Item 3
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between the Consultant, the Authority, and the customer and related documents and Authority should have final review of such documents.

Task 1.8 Deliverable: Program Participation Agreement

1.9 Enroll in State or Local Programs
Complementary regional, state, and federal electrification incentive programs (“third-party programs”) will be available during the Pilot Origination & Installation stage, including but not limited to BayREN Home+, TECH Clean CA, CA Smart Energy Homes, GoGreen Financing, and the Inflation Reduction Act (“IRA”) electrification rebates. The Consultant and/or its subcontractors will have already been enrolled in these incentive programs as required by the SVCE Home Installation Program. Maximizing third-party program incentives is necessary to reduce project costs across the Accessible Financing Pilot. Some third-party programs require enrollment as a qualified contractor to be eligible for incentives. As such:

1. Consultant and/or its Subcontractors shall enroll in third-party programs as directed by Authority and provide Authority with proof of enrollment.

2. During the program term, Consultant shall complete and submit applications for third-party programs for projects completed.

3. Consultant and/or its Subcontractors shall capture incentives from third-party programs and report on funds received and net Authority costs on Monthly Expense Report.

Task 1.9 Deliverable: Proof of enrollment in other incentive programs as directed by Authority.

1.10 Setup Customer Relationship Management (CRM) System & Data Exchange A customer relationship management (CRM) system is critical to manage the pipeline of projects in an easily searchable and reportable way and analyze program performance. Consultant shall:

1. Update the electronic customer relationship management (CRM) developed for the SVCE Home Installation Program to be used for the Pilot.

2. With Authority, jointly define all the data elements to be captured. Data elements shall include the following:
a. Customer contact information (name, address, phone, email); b. Customer enrollment in the Accessible Financing Pilot and status for receiving services, including whether projects were declined by customer or infeasible with rationale and track referrals to SVCE’s Home Installation Program; c. Scheduled Pilot activities, including date and time of site assessments, installations, inspections, etc.;
d. Customer’s Project Scope of Work and resulting job orders; e. Photos or diagrams of site conditions prior to installation; f. Equipment and measures installation costs (quoted, actual); g. Completed customer forms and records, including Pilot Participation Agreement, building permits, and inspection reports;
h. Customer payments collected as shown on contractor invoicing; i. Installed equipment and measures (quantity, model, wattage); Item 3
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j. Third-party rebate and funding sources utilized (program name, incentive amount, measure (all pending availability).
k. On-bill financing details, including loan principal, term, monthly payments, and remaining balance
Source Measure Constraint(s)
>50%
Likelihood
in 2025
Maximum
TECH
HVAC - Equity
Funding at risk
Previous AC
<80% AMI
$0 $1,500
HPWH - Equity Funding at risk
<80% AMI $0 $4,885
HVAC - General Mkt Funding at risk
Previous AC $0 $1,500
HPWH - General
Mkt Funding at risk 0 $3,800
IRA
HEEHRA
HVAC
For All HEEHRA items:
100% of project cost <80%
AMI
50% of project cost, ≥80%
AMI ≤150%
$8,000 $8,000
HPWH See Above $1,750 $1,750
Envelope/Attic See Above $0 $1,600
Electric Wiring See Above $0 $2,500
Panel Upgrade See Above $0 $4,000
Actual Subtotal $9,750 $17,850
Capped Subtotal $14K max, Regardless of
AMI $9,750 $14,000
IRA HOMES 35% savings:

Whole House
≥80% AMI, cannot combine
with HEEHRA $4,000 $4,000
BayREN
Homes+ Panel and Shell
Est value, Risk of delayed
Start
≤150% of AMI
$5,000 $5,000
Equity Total <80% AMI $14,750 $25,385
Moderate
Income
Total ≥80% AMI ≤150% $14,750 $24,300
Market Rate
Total >150% of AMI $4,000 $9,300
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l. OBF loan details such as loan term, total dollars loaned, monthly payment amounts, and remaining balance.
i. SVCE OBF Loan: 0% interest for 10 years on entire project cost. ii. Capped by 80% of previous bill ≤ sum of new bill and loan payment.

3. Transfer data to Authority’s Salesforce CRM. With Authority, jointly define data to be transferred and the method and frequency of the automated data transfer.

4. Data exchanges with Calpine systems for loan servicing per their preferred format, including customers charged per month.

5. Ensure data systems meet industry-standard security and that data is encrypted, at rest and in transit.

Task 1.10 Deliverable: Customer Relationship Management system and data exchange method

1.11 Start-Up Targeting Analysis
Consult and provide technical guidance on the Pilot Advisor’s targeting analysis. The targeting analysis is an effort to identify potential Pilot participants based on energy usage and home type.

Task 1.1 Deliverable: N/A

1.12 Finalize Marketing, Education & Outreach Plan
Franklin will update the marketing, educated, and outreach plan (“MEO Plan”) and prepare marketing materials and messaging based on results of focus groups.

Task 1.12 Deliverable: Final marketing, education, and outreach plan Stage 1, Task 2 Administrative & Reporting (NTP + 0)

2.1 Develop and Provide Pilot Progress Reports
Consultant will provide monthly Pilot Progress Reports. Consultant will share the report findings at the biweekly check-in meeting with the Authority program manager(s). Pilot Progress Reports will include at minimum: pilot performance towards goals and objectives, successes and challenges (e.g., technical problems, implementation barriers, or customer issues, if any), and next steps.

On a regular schedule, but no less than quarterly, review SLEs and participant surveys collected by Authority to assess performance of the Pilot, Consultant and subcontractors, work completed, and recommend to Authority pilot improvements.

Task 2.1 Deliverable: Pilot Progress Report

2.2 Develop and Provide Monthly Expense Reports
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Leveraging the reports developed under the SVCE Home Installation Program, the Consultant will modify a Pilot Monthly Expense Report Template for Authority review. After Authority approval of the Monthly Expense Report Template, Consultant will provide Monthly Expense Reports including all associated invoices, including by subcontractors, by a mutually determined day of the month to receive payment for services provided for the previous month. The Expense Report Template will include at minimum the following:

1. Measures installed (quantity, description, model number, cost);

2. Administration labor (task, subtask, hours, rate, total);

3. Project incentives from third-party rebate programs (program name, measure, total revenue);

4. Customer co-payments, collected by Subcontractors;

5. Project warranty costs

6. Loan capital and other on-bill financing data points

7. Total expenses for the reporting period;

8. Contingency expenses; and

9. Remaining program budget.

Task 2.2. Deliverables: Monthly Expense Report Template and Ongoing Monthly Expense Reports

2.3 Manage Prevailing Wage Compliance and Documentation Consultant will be responsible for all prevailing wage compliance, including for all Subcontractors. Consultant will develop a written compliance mechanism prior to Pilot launch and abide by those terms during the contract term. Consultant shall:

1. Provide compliance verification documentation by auditing first invoice of each Subcontractor and one randomly selected invoice of each Subcontractor for each twelve consecutive months and provide reports of such audit results to Authority on a regular basis;

2. Provide auditing capabilities for Authority, including access to any third-party platforms used for compliance verification.

3. Notify Authority of any noncompliance as soon as it is discovered;

4. At Authority discretion, remove Subcontractor from program if they are found to be noncompliant.

Task 2.3. Deliverables: Ongoing Prevailing Wage Compliance Reports Stage 2, Task 3 Marketing, Education & Outreach (NTP + 60 days, or end of data collection + 30 days, whichever is later)

3.1 Marketing, education, and outreach for customer acquisition The Consultant will lead marketing, education, and outreach, consistent with the ME&O Plan formulated during the start-up stage. These responsibilities include:

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1. Outreach and engagement to recruit potential Participants. Ensure marketing activities meet customer acquisition goals and result in signed Customer Pilot Participation Agreements and completed projects.

2. Collaborate with CBO outreach partners, consistent with the ME&O plan.

3. Provide customer education to achieve project goals and project implementation strategies and meet customer expectations, and provide education regarding equipment upkeep, and benefits to the individual customer and the community.

4. Conduct periodic assessments throughout the Pilot lifespan to measure comprehension, satisfaction, and effectiveness of ME&O activities. Results will inform enhancements to Pilot delivery.

For budgeting purposes, Consultant should assume that the Authority and Pilot Advisor will provide a list of customer data (email, names, phone numbers, energy usage) for customer addresses representing those customers that are most likely to realize significant bill savings from electrification retrofits, based on an analysis of customer baseline energy usage patterns.

Task 3.1. Deliverables: Monthly marketing and sales pipeline report; Pilot landing page.

Stage 2, Task 4 Project Origination & Installation

4.1 Screen, Enroll, and Educate Customers
Consultant will:

1. Intake customers leads via online interest form hosted on Authority’s website. Form will allow customer to specify preferred communication method (phone, text, email).

2. Screen customer leads based on Pilot Implementation Plan (Task 1.4).

3. Respond to customers by their preferred communication channel within three (3) business days to enroll them in the program, which includes collecting eligibility verification documentation, such as income documentation, and scheduling a Home Assessment (Task 4.2).

4. Manage all customer communications in both English and Spanish by project staff.

As needed, offer access to interpretation service for other priority languages (e.g., Mandarin, Cantonese, Vietnamese, and Tagalog).

5. Provide customer with educational materials on home electrification and on use and maintenance of equipment to be installed in customer’s homes.

6. Where appropriate, refer customers to non-electrification programs, such as energy efficiency and home repair programs that customers may qualify for.

4.2 Perform Home Assessment, Develop Customer Project Scope of Work, Financial Plan, and Execute Pilot Participation Agreement (NTP + 90 days) After completing Task 4.1 with the customer, Consultant will:

1. Serve as the enrolled customer’s principal point of contact for the Pilot, provide ongoing support, and resolve any customer issues.

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2. Perform an in-person or virtual Home Assessment in eligible customer’s homes and update CRM (Task 1.10).
a. If an electrification plan was previously produced for the customer by Authority or a third-party, the electrification plan may be used as initial guidance for the Home Assessment but should be adapted as conditions and professional evaluation dictate.

3. Estimate eligible customer’s monthly bill savings and optimal electricity rate schedule

4. Using data gathered from the Home Assessment, develop a proposed Project Scope of Work that is consistent with the Technical Design Guidelines (Task 1.5).

5. Develop financial plan for funding proposed scope of work, including warranty costs, loan principle, loan term, monthly on-bill payments, and customer co-payments.

6. Incorporate tactics to maximize customer financial benefits via rate optimization, complementary incentives and tax credits, and monetization of transactable grid benefits (where available).

7. If customer is deemed not eligible for Pilot participation, potentially due to insufficient bill savings or income-qualifications, the customer will be directed to the relevant services of the SVCE Home Installation Program.

8. Deliver Project Scope of Work to customer. Consultant will offer to review the Project Scope of Work with customer to explain findings, address any questions, and begin planning any installations.

9. Provide an unsigned version of the Pilot Participation Agreement (Task 1.8) to customer for their signature.

10. Secure customer approvals and authorizations.

11. Secure Authority approvals and authorizations in accordance with the protocol identified in Task 1.8.

12. Develop installation-grade project specifications.

4.3 Install Measures
Upon receiving the customer’s signed Program Participation Agreement, the Consultant will:

1. Oversee Subcontractor who shall apply for building permits on behalf of the customer.

2. Oversee installation and manage Subcontractors installing measures outlined in the customer’s Project Scope of Work (Task 1.7)
a. All equipment must be installed in accordance with all applicable federal, state, and local laws, building codes, manufacturer’s specifications and permitting requirements.
b. If electrical service capacity upgrade is required, Subcontractor coordinate with PG&E on service and panel upgrades.
c. Coordinate with installing contractor to complete approved upgrades and configure device settings (thermostats and DHW settings) to reduce peak load. d. Consultant will notify Authority of any delays which may result in an installation start date later than 120 days from the customer’s signed Pilot Participation Agreement
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3. Communicate customer loan and energy savings data for on-bill cost recovery process to Authority, Pilot Advisor, and Authority’s billing provider.

4. Payment process
a. Direct customer co-pays to installation contractor
b. Pay contractor for project costs
c. Recover incentives from SVCE and other third-party funders. d. Direct SVCE loan payments to installation contractor.

5. Periodically, as mutually determined with Authority, perform quality control procedures to evaluate Subcontractors’ performance and implement changes as mutually deemed appropriate.
a. Where an inspection has been provided by the local Authority Having Jurisdiction (“AHJ,”) provide inspection report, which may be used as type of quality control for that installation. Consultant shall perform site visits in 5% of homes that didn't have an inspection report and provide reports to Authority on quarterly basis.
b. Additionally, Authority may request, upon five (5) days written notice site visits of up to 10 homes receiving services. Consultant shall participate in project site visits with the designated Authority staff member(s) at a mutually determined date.

6. Within ten (10) business days of installation, educate customer in successfully operating and maintaining the new measure(s) installed.

7. Provide customer with equipment technical manuals, equipment warranty documentation, installation warranty documentation that are supplied with the equipment by the manufacturer. Authority to pay for customer’s 10-Year Warranty on select Eligible Measures, as defined in Exhibit E and priced in Exhibit C.

8. Respond to workmanship warranty calls as needed and assist customer in responding to product warranty issues, according to the warranty obtained by customer. Address all workmanship and product replacement warranty issues to reasonable customer satisfaction.

9. Provide operational management and customer service including:
a. Protocols for addressing customer questions and complaints b. Protocols for administering equipment and installation warranties. c. Communication protocols, tools, and templates for communicating annual results to Participants.
d. Procedures for delivering customer risk management.
e. Procedures for assisting customers in minimizing utility bill impacts.

Task 4.3. Deliverables
• Completed project assessments, including forecasts of customer bill savings. • Executed Customer Participation Agreement: Owner-occupier, tenant/landlord. • Customer authorizations to access PG&E energy usage data. • Customer signs Certificate of Completion.
• Monthly project installation reports.
• Monthly financial reports.

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4.4 Conduct QA/QC of improvements (NTP + 90 days)
The Consultant shall:

1. Ensure improvements installed at Participants’ properties are appropriate, cost effective, and correctly installed.

2. Manage and facilitate thorough and timely data collection for Pilot M&V studies.

3. Ensure improvements installed by Pilot Subcontractors meet Pilot requirements and are installed according to manufacturer specifications as well as local, state, and federal building codes.

4. Ensure all project information is input to the program information system.

5. Monitor communications with Participants and Pilot Subcontractors to track status of installation visits. Review requested change orders and issue and record approvals consistent with Pilot requirements. Ensure any dispute with Pilot Subcontractors is resolved and documented.

6. Adopt Pilot procedures for post-installation project quality control inspections and acceptance testing. Verify project completion and site conditions according to Program Manual.

7. Conduct post-installation inspection verifications to a sample of projects in conformance with Pilot procedures.

Task 4.4. Deliverables
• Monthly report of QA/QC outcomes
• Monthly report of customer satisfaction results, including any incidents involving conflicts or disputes Customer Service Stage

4.5 Manage Pilot Funds and Third-Party Rebates, and Customer Payments After completing the customer’s installation, Consultant will:

1. Collect customer Cost-share Payments. Pilot projects shall be paid for by the customer and Authority. Customers will have a Cost-share Payment contribution, based on a fixed cost per Eligible Measure after applicable incentives and financing are applied. The Subcontractor performing the work shall be responsible for collecting customer co-payments.

2. Submit application(s) for third-party program(s) the project is eligible for to reduce project costs. Where feasible, third-party program incentives shall be applied for by Consultant on behalf of the customer to reduce the cost of the customer’s co-payment contribution.

3. Submit documentation to Authority on third-party rebate and incentive sources

4. Pay Subcontractor invoices for equipment incentives provided by Authority upon receiving Authority payments.

5. Provide Monthly Expense Reports (Task 2.2) to receive payment for Pilot services.

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Proper record-keeping is critical for the success of the Accessible Financing Pilot. As such, Consultant must timely and accurately make the following items available for each project in Consultant’s CRM in order to receive payment for Services under this Agreement:

1. Customers’ Project Scope of Work;

2. Photos, Permits, and Final Inspection Report;

3. Executed Program Participation Agreement and

4. Project Installation Data

4.7 Referral for Infeasible Scenario
If Subcontractor determines it is infeasible to install an Pilot Eligible Measure, Subcontractor will:

1. Provide information to resident, including reason why installation of Pilot Eligible Measure is infeasible.

2. If there is a local code requirement, complete future, Authority-developed, worksheet recording that site was considered infeasible for electrification and provide to customer as required.

3. Provide a referral to a qualified installer for a replacement gas unit. If Subcontractor is able to install a replacement gas unit, Subcontractor may offer this service outside the scope of this Pilot.

Stage 3, Task 5 M&V Support

5.1 M&V Support
Support the Pilot Advisor M&V team with data requests, access to customer feedback, and other analytical resources as need to support M&V process.

1. Execute standard post-install survey instrument with questions as directed by the Pilot Advisor EM&V consultants.

2. Execute 12-month post customer experience survey in consultation with the Pilot Advisor EM&V consultants.

Task 5.1 Deliverables: Executed post-install and customer experience surveys Stage 4, Task 6 Ongoing Customer Service

6.1 Ongoing Customer Service (NTP + 90 days)
The Consultant shall:

1. Ensure enrollment paperwork and Participant data are complete, accurate, and available in real time.

2. Provide excellent customer service to all prospective and enrolled Participants over the full term of the cost recovery period.

3. Provide annual letters to Participants summarizing their annual estimated bill savings and the status of their Pilot service charges.

4. Provide welcome letters and information packets to new Participants taking occupancy of a home with a pre-existing Pilot upgrade and service charge (where applicable, as signaled by SVCE).

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5. Assist Participants who may wish to prepay their service charges or roll the charges over into a mortgage or other secured financing.

6. Respond to all Participant contacts within one business day.

7. Administer adjustments to customer service charges and other customer protections, as specified in the Implementation Plan.

8. Provide professional resolution of any Participant disputes or conflicts.

9. Contract, supervise and compensate trade ally to effect repair and seek warranty reimbursement for in-scope equipment failures at zero cost to customer.

10. Quarterly: monitor customer electric usage to minimizes peak charges and overall bill impacts, in keeping with project financial models (Post hoc data analysis to be led by Pilot Advisor with Resilient Edge, supported by the Consultant’s subconsultant (Greg Pfotenhauer))
Task 6.1. Deliverables:
• Customer service data management plan
• Customer complaint escalation and resolution plan
• Pilot presentation and workshop schedule
• Monthly reports of customer service activities
• Customer complaints and resolutions, service charge adjustments, other customer protection outcomes
• Load management results (provided timely access to usage data).

Stage 4, Task 7 New Pilot Measures

7.1 Prepare new Pilot Measures (NTP + 90 days)
A goal of the Pilot is to maximize bill savings to decarbonize homes and transportation in Authority service territory while providing exceptional customer experience at the lowest installation cost. To that end, the Authority and Consultant may propose new measures, technologies and methods for inclusion in the Pilot. Any new measures, technologies, or methods adopted shall be incorporated as Eligible Measures into the Pilot Implementation Plan (Task 1.4) Technical Design Guidelines (Task 1.5), and “Exhibit C Table C-4 Eligible Measures Compensation” as an executed amendment. Area of interest include at a minimum:

1.1 Energy Efficiency

1.1.1 Develop with Authority, criteria and program delivery methods for deploying low-cost energy efficiency measures such as: air sealing, targeted insulation, duct sealing, sink aerators, LED lights, etc.

1.1.2 Non-electrification, energy efficiency measures should be limited to specific homes and circumstances where they increase effectiveness of electrification equipment, decrease cost of electrification installation, or significantly improve bill savings opportunity.

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1.2 EV Charging

1.2.1 Develop methods to ensure homes are capable of accepting an electric vehicle (“EV”) charger with at least a 20-amp, 120 volt outlet on a dedicated circuit unless technically infeasible, such as lack of off-street parking.

1.3 Solar and Storage

1.3.1 Develop with Authority, criteria and program delivery methods for deploying solar-only and solar and storage systems where deemed appropriate with the intention of incorporating this element in the second year of the program.

1.3.2 Approaches to program delivery may include directly subcontracting with qualified solar and storage installers and/or recommending that Authority directly contract with such providers.

1.4 120 Volt Systems and Space + Water Heating Combo Systems

1.4.1 Monitor results of assessments for 120-volt water heater, space heating systems, and induction ranges.

1.4.2 Develop with Authority criteria and program delivery methods for deploying these systems as lower cost alternatives to traditional 240-volt systems under conditions that satisfy resident comfort needs.

1.5 Energy Resilience

1.5.1 Develop with Authority criteria and program delivery methods for deploying low-cost methods relevant across Authority climate zones for addressing heat wave and power outage measures which may include:

1. Heat Wave: Ceiling fans, evaporative cooling, awnings/shading, window tints, etc.

2. Power outages: oversized water heater tanks, battery enabled appliances, portable batteries and uninterruptable power supplies, etc.

1.6 Virtual Power Plant

1.6.1 Develop with Authority criteria and program delivery methods for deploying load shaping technologies such as smart thermostats and water heaters with the intention of incorporating this element on a mutually determined schedule.

1.6.2 Develop with Authority methods for aggregating grid-enabled systems into dispatchable “VPP” groups on a mutually determined schedule.

1.6.3 Incorporate storage systems into the VPP systems.

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1.7 Panels and Service Capacity

1.7.1 To keep costs down, Authority seeks an approach that avoids service upgrades where possible. Identify or develop tool or process for National Electrical Code (NEC) 220.83 and/or 220.87 calculations which will assist with upgrading homes without requiring a PG&E service upgrade.

1.7.2 Develop criteria for a) service upgrades or b) panel replacements without service upgrades such as due to safety needs.

1.8 Innovations

1.8.1 Pilot technologies as mutually determined to meet program objectives including not only technologies mentioned above but circuit splitters, circuit pausers, smart panels, and other technologies as mutually determined.

1.8.2 Incorporate innovations deemed successful into Technical Design Guidelines and standard practices as mutually determined.

Task 7.1. Deliverables: New measure analysis as directed by Authority Item 3
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Exhibit B
Schedule of Performance
Consultant shall perform the Services so as to complete each task by the due date specified below. The time to complete each task may be increased or decreased by written agreement of the project managers for Consultant and Authority so long as all work is completed within the term of the Agreement.

Table B-1 Pilot Schedule
Stage Task Begin Complete
1 1 Pilot Design & Set-Up 10/1/2024
(NTP + 0)
12/31/2024
2 2 Administrative & Reporting 10/1/2024
(NTP + 0)
12/31/2024
3 Marketing, Education & Outreach 12/1/2024
(NTP + 60 days, or end of
data collection + 30 days,
whichever is later)
7/31/2025
4 Project Origination & Installation 1/1/2025
(Start of S2:T3 + 30)
12/31/2025
3 5 M&V Support 6/1/2026
(End of S2:T4 + 6
months)
12/31/2026
4 6 Ongoing Customer Service 1/1/2025
(Start of S2:T3)
12/31/2035
7 New Pilot Measures 2/1/2025
(NTP + 90 days)
12/31/2035
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Exhibit C
Compensation
In consideration of the services provided by Consultant described in Exhibit "A” Scope of Services and subject to the terms of the Agreement, Authority, shall pay Consultant based on the following fee schedule and terms:

The compensation to be paid to Consultant for all services described in Exhibit A “Scope of Services” shall not exceed a total of $ seven million eight hundred sixty-one thousand nine hundred twenty ($7,861,920) for the Term of the Agreement and as set forth in Table C-1 “Total Not-to-Exceed Compensation”. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to Authority unless previously approved in writing by Authority.

Table C-1 “Total Not-to-Exceed Compensation” illustrates not-to-exceed (NTE) amounts for each budget category and invoicing and payment terms. Consultant is responsible for tracking expenditures and ensuring neither the not-to-exceed amounts per budget category, nor the total not-to-exceed total compensation of this Agreement are exceeded. Authority may approve in writing the transfer of funds between budget categories listed in Table C-1 provided the total compensation for Work do not exceed $ seven million eight hundred sixty-one thousand nine hundred twenty million ($7,861,920 ) for the Term of the Agreement, as set forth in Section 3 of this Agreement Consultant agrees to complete all Work within the amounts set forth in Section 3.

Authority will compensate Consultant based on the rates as set forth in Table C-3 "Consultant Hourly and Assessment Rates” and Table C-4 “Eligible Measure Compensation” up to the NTE amounts listed in Table C-1 “Total Not-to-Exceed Compensation” Authority will compensate Consultant the fixed price (the Cost per Unit) per Eligible Measure installed by Consultant and approved by Authority, up to the NTE amounts listed in Table C-1. Table C-4 includes the following compensation to Consultant:
• The "Compensation for Eligible Measure” set forth in Table C-4 includes all of Consultant’s costs to perform installation of Eligible Measures including, without limitation, Consultant’s base equipment costs, material costs, labor costs, a standard one (1) year warranty on parts and labor, and all manufacturer warranties transferred to the customer. No additional fees or charges will be required of Authority or its customers for Consultant to install the Eligible Measures listed in this Agreement. • The “Compensation for 10-Year Extended Warranty” in Table C-4 describes compensation that Authority will pay Consultant. The terms and conditions of the “10- Year Extended Warranty” are included in this Agreement as Exhibit “E.” Extended Warranty coverage shall be provided for applicable mechanical equipment on a unit by unit basis and presented with Subcontractors Scope of Work documents for the purpose of service history tracking by serial number and installation location. As such, warranties shall be procured by Subcontractors at the time when applicable equipment is procured, ensuring a full duration of coverage. Full presentment and process details shall be included in the Pilot Implementation Plan described in section 1.4. • The “Potential Compensation for Premium Equipment Upgrade” in Table C-4 describes compensation that Pilot Customers may pay Consultant for equipment choices (e.g. color, Item 3
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brand, etc.) beyond the base equipment provided with Eligible Measures if they elect to purchase this option.

Consultant understands that Consultant’s receipt of compensation for under this Agreement will depend on the number of customers who opt to participate in the Program by executing Program Participation Agreements, and Consultant’s satisfactory completion of invoicing activities as described in Exhibit “A”. Authority makes no guarantee, express or implied, regarding the number of customers who will participate in programs covered by this Agreement. The Authority anticipates receiving supporting funds from the Pilot Advisor for implementation costs. The Consultant acknowledge that the entirety of the Agreement’s not-to-exceed amount may not be available if the supporting funds do not materialize.

Consultant will subcontract with Vistar Energy Inc. for use of the XeroHome™, a software platform in support of Task 4 “Project Origination and Installation,” as described in Exhibit A “Scope of Services”. There are no associated costs to the Authority for use of the XeroHome software platform due to the scope of work and compensation detailed in the Single Family Home Installation Program Agreement between the Consultant and the Authority (See “SINGLE FAMILY HOME INSTALLATION PROGRAM,” Exhibit “E”).

The “Contingency NTE” in Table C-1 illustrates contingency funds which may be used for supplementing third-party rebates that do not materialize for the customer (e.g. rebate is rejected, or third-party rebate funds depleted), addressing customer service concerns (e.g. equipment failures outside of warranty period, minor repairs, etc.), and other items as approved by the Authority. Consultant shall provide a written request to Authority describing the requested amount and reason for requesting contingency funds for Authority approval. If approved, Consultant shall track the expenditure by categorical reason and update the Monthly Expense Reports as applicable.

In no event shall Consultant have any access to or use any contingency funds without the explicit written approval of Authority. Approval of contingency funds for a one-time use does not guarantee approval for a similar use in the future. Use of contingency funds is at Authority’s sole and absolute discretion.

Table C-2 “Annual Not-to-Exceed for Task 6 Ongoing Customer Service” details the annual NTE to provide comprehensive customer support, as described in Task 6 “Ongoing Customer Service,” to Pilot participants through to the end of the cost recovery period (2035). The customer support costs include, at minimum:
• Labor costs assuming, on average, 60-80 minutes of customer support per year • Administrative & reporting costs
• Cost escalation of 3% per year after 2027 through 2035 • Approximately $5,000 per year for software licenses, travel, and miscellaneous expenses Authority will compensate Consultant based on the rates as set forth in Table C-3 "Consultant Hourly and Assessment Rates” up to the NTE amounts listed in Table C-2 “Annual Not-to-Exceed for Task 6 Ongoing Customer Service” Invoices
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Monthly Invoicing:

In order to request payment, Consultant shall submit monthly invoices to the Authority describing the services performed and the applicable charges as described in Table C-1 and as set forth in the Monthly Expense Reports (Task 2.2). For tasks that are billed as “time and materials”, Consultant shall include 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, provided the Authority must provide notice of any dispute within thirty (30) days of invoice receipt. 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.

Customer Cost-share Cost Allocation
Customers will pay Consultant a “Cost-share Payment”, which is based on the fixed Compensation per Eligible Measure listed in Table C-4 after applicable incentives and financing capital contributions are applied. Cost-share customers will pay Consultant the costs of “Premium Equipment Upgrade” for Eligible Measures listed in Table C-4 if they elect to purchase these.

Authority bears no responsibility for any of Consultant’s cost and/or compensation to Consultant associated with Customer Cost-share Payments, or Premium Equipment Upgrade for any Pilot customers. All such compensation will remain the sole responsibility of Pilot customers who may elect to participate in the Pilot.

All Pilot customers Cost-share Payment amounts, and Premium Equipment Upgrade compensation, if applicable, will be included and clearly disclosed in each customer’s Project Scope of Work and Program Participation Agreement.

Updates to Table C-4 Eligible Measures Compensation
Thirty days before the start of each calendar year, Consultant will provide Authority proposed compensation for Eligible Measures listed in Table C-4 for the subsequent year, including the percent change in compensation for each Eligible Measures from the previous year, if any. In the event that the proposed compensation adjustment exceeds the Eligible Measure Item 3
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Compensation by more than 5% from the previous year, Consultant shall provide a detailed breakdown of costs including all relevant supporting documentation such as prevailing wage labor costs and material costs and must receive Authority approval in writing. Upon receipt of this documentation, Authority shall review the provided information within 10 business days.

Authority may, at its discretion, approve or deny the proposed Eligible Measure Compensation exceeding 5% from the previous year. If Authority approves the higher cost, Consultant shall incorporate the updates into Table C-4 as an executed amendment to this Agreement. If Authority denies the higher cost, the existing Eligible Measure Compensation will remain in effect until both parties mutually agree.

Authority and Consultant may propose new Eligible Measures throughout the Term of this Agreement. New Eligible Measures and their compensation shall be incorporated into the Implementation Plan (Task 1.4), Technical Design Guidelines (Task 1.5), and Table C-4. In the event that the addition of new Eligible Measures require additional scope or budget, this shall be formalized in a mutually negotiated and executed amendment to this Agreement.

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Table C-1 – Total Not-to-Exceed (NTE) Compensation
Pilot Implementation Estimated Budget Invoicing & Payment Terms Stage Task
1 1 Pilot Design & Set-Up $138,809 Monthly - invoiced based on time & hourly rates in Table C-3
2 Administrative & Reporting $67,214 Monthly - invoiced based on time & hourly rates in Table C-3
2 3 Marketing, Education & Outreach $83,591 Monthly - invoiced based on time & hourly rates in Table C-3
4 Project Origination & Installation $661,810 Monthly - invoiced based on time & hourly rates in Table C-3
3 5 M&V Support $7,437 Monthly - invoiced based on time & hourly rates in Table C-3
4 6 Ongoing Customer Service $2,331,716 Monthly - invoiced based on time & hourly rates in Table C-3
7 New Pilot Measures $33,423 Monthly - invoiced based on time & hourly rates in Table C-3
Subtotal NTE - Pilot Implementation $3,324,001
(includes $1.3M in PY6-PY11)
Additional Invoiced Expenses Estimated Budget Invoicing & Payment Terms SVCE Incentives $1,032,326 Monthly – invoiced based on number of installed and approved Eligible Measures in Table C-4, as
invoiced by Subconsultants
SVCE Loan Capital $2,729,845
(Est. from 200 projects with average
$12,697 capital per project)
Monthly – invoiced based on number of installed
and approved Eligible Measures in Table C-4, as
invoiced by Subconsultants
Project Warranties $325,750
(Est. from 200 projects: 150 HVAC/EE
and 50 HVAC/HPWH/EE/Solar/BESS)
Monthly – invoiced based on number of installed
and approved Eligible Measures in Table C-4, as
invoiced by Subconsultants
Subtotal NTE - Additional Invoiced
Expenses
$4,087,919
Contingency NTE $450,000 N/A
Total NTE $7,861,920
(implementation, additional invoiced
expenses, contingency)
N/A
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Table C – 2 Annual Not-to-Exceed for Task 6 Ongoing Customer Service Year Ongoing Customer Service
Annual NTE
Invoicing & Payment Terms
2025 $123,539 Monthly - invoiced based on time &
hourly rates in Table C-3
2026 $329,597
2027 $184,914
2028 $190,444
2029 $196,180
2030 $202,065
2031 $208,127
2032 $214,371
2033 $220,802
2034 $227,426
2035 $234,249
Subtotal Ongoing Customer
Service NTE
$2,331,716
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Table C-3 Consultant Hourly and Assessment Rates
Position 2024 Rate 2025 Rate 2026 Rate 2027 Rate
Regional Director $195.75 $201.50 $207.50 $213.75
Product Manager $173.00 $178.25 $183.50 $189.00
Program Manager $162.25 $167.00 $172.00 $177.25
Operations Project Manager $173.00 $178.25 $183.50 $189.00 Project Manager $159.75 $164.50 $169.50 $174.50
Senior Software Engineer $144.25 $148.50 $153.00 $157.50 Data Analyst $134.00 $138.00 $142.25 $146.50
Database Specialist $123.50 $127.25 $131.00 $135.00
Marketing Manager $123.50 $127.25 $131.00 $135.00
Marketing Specialist $97.25 $100.25 $103.25 $106.25
Engineer I $109.75 $113.00 $116.50 $120.00
Engineer II $129.75 $133.75 $137.75 $142.00
Principal Engineer $164.75 $169.75 $174.75 $180.00
Energy Advisor I $97.25 $100.25 $103.25 $106.25
Energy Advisor II $108.25 $111.50 $114.75 $118.25
Energy Advisor III $123.50 $127.25 $131.00 $135.00
Customer Care Manager $118.50 $122.00 $125.75 $129.50
Central Ops Supervisor $102.00 $105.00 $108.25 $111.50
CSR II $86.50 $89.00 $91.75 $94.50
Project Coordinator $84.50 $87.00 $89.50 $92.25
Assessments
Franklin Home Assessment per assessment $232.50 $244.00 $256.00 $269.00 A converted canvassing lead $225.00 $236.00 $248.00 $260.00 Item 3
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4 Compensation to Consultant for 10-Year Warranty is mandatory per Authority’s OBF Pilot requirements. The terms and conditions are included in Exhibit “E” of this Agreement and will be included in the Program Participation Agreement if applicable. 5 Compensation to Consultant for Premium Equipment Upgrade is not guaranteed because it is solely dependent on participating customer’s voluntary decision on whether to purchase the premium upgrade.

Table C-4 Eligible Measures Compensation
# Eligible Measure
Compensation
for Installed
Measure
Unit of
Measure
10-Year
Warranty Cost4
Potential
Compensation for
Premium Equipment
Upgrade5
Prices in this table are specific to San Mateo and Santa Clara Counties and Los Banos Base Electrification Measures

1. Heat pump water heater (80 gallon, 240V) $7,050.00 Per Unit $675.00 N/A

2. Heat pump water heater (65 gallon, 240V) $6,350.00 Per Unit $675.00 N/A

3. Heat pump water heater (50 gallon, 240V) $5,850.00 Per Unit $675.00 N/A

4. Heat pump water heater (80 gallon, 120V) $7,050.00 Per Unit $675.00 N/A

5. Heat pump water heater (65 gallon, 120V) $6,350.00 Per Unit $675.00 N/A

6. Heat pump HVAC, (ducted, inverter-driven) 2 Ton $10,900.00 Per Unit $1,400.00 $2,000.00

7. Heat pump HVAC, (ducted, inverter-driven) 3 Ton $12,300.00 Per Unit $1,400.00 $2,250.00

8. Heat pump HVAC, (ducted, inverter-driven) 4 Ton $14,200.00 Per Unit $1,400.00 $2,500.00

9. Heat pump HVAC, (ducted, inverter-driven) 5 Ton $17,300.00 Per Unit $1,400.00 $2,750.00

10. Heat pump mini-split system (Ductless, inverter-driven,) one zone
$5,750.00 Per Unit $450.00 $2,000.00

11. Heat pump mini-split system (Ductless, inverter-driven,) two zone
$9,800.00 Per Unit $550.00 $2,250.00

12. Heat pump mini-split system (Ductless, inverter-driven,) three zone
$13,400.00 Per Unit $685.00 $2,500.00

13. Heat pump mini-split system (Ductless, inverter-driven,) four zone
$18,435.00 Per Unit $740.00 $2,750.00

14. Electric induction range $2,450.00 Per Unit $780.00 $1,000.00

15. Electric induction cooktop $3,050.00 Per Unit $720.00 $1,000.00

16. High efficiency electric clothes dryer $2,000.00 Per Unit $780.00 $1,000.00

17. Condensing combo washer-dryer $1,000.00 Per Unit $500.00 $1,000.00 Item 3
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Table C-4 Eligible Measures Compensation
# Eligible Measure
Compensation
for Installed
Measure
Unit of
Measure
10-Year
Warranty Cost4
Potential
Compensation for
Premium Equipment
Upgrade5
Prices in this table are specific to San Mateo and Santa Clara Counties and Los Banos Electrical Services Measures

18. Electric panel replacement - Minor* $4,850.00 Per Unit N/A N/A

19. Electric panel replacement - Moderate* $6,850.00 Per Unit N/A N/A

20. Electric panel replacement -Major* $9,450.00 Per Unit N/A N/A

21. Service upgrade $800.00 Per Unit N/A N/A

22. Sub-panel replacement / installation $1,600.00 Per Unit N/A N/A

23. Electrical Repair Minor $800.00 Per Unit N/A N/A

24. Electrical Repair Moderate $1,600.00 Per Unit N/A N/A

25. Electrical Repair Major $2,400.00 Per Unit N/A N/A

26. Add 230 Volt Circuit (Homerun) Minor $1,200.00 Per Unit N/A N/A

27. Add 230 Volt Circuit (Homerun) Moderate $1,600.00 Per Unit N/A N/A

28. Add 230 Volt Circuit (Homerun) Major $2,000.00 Per Unit N/A N/A

29. Add 120 Volt Circuit (Homerun) Minor $800.00 Per Unit N/A N/A

30. Add 120 Volt Circuit (Homerun) Moderate $1,200.00 Per Unit N/A N/A

31. Add 120 Volt Circuit (Homerun) Major $1,600.00 Per Unit N/A N/A

32. Rare Breaker Adder Minor $50.00 Per Unit N/A N/A

33. Rare Breaker Adder Moderate $75.00 Per Unit N/A N/A

34. Rare Breaker Adder Major $100.00 Per Unit N/A N/A

35. Circuit sharing device $3,000.00 Per Unit N/A N/A

36. Circuit sharing device only (NTE) $1,020.00 Per Unit N/A N/A

37. Circuit throttling/pausing device $3,300.00 Per Unit N/A N/A

38. Circuit throttling/pausing device only (NTE) $1,122.00 Per Unit N/A N/A

39. Smart panel $9,050.00 Per Unit N/A N/A

40. Tandem breaker $200.00 Per Unit N/A N/A

41. LED Recessed Lighting Retrofit $40.00 Per Unit N/A N/A

42. LED Threaded Base Retrofit $30.00 Per Unit N/A N/A
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Table C-4 Eligible Measures Compensation
# Eligible Measure
Compensation
for Installed
Measure
Unit of
Measure
10-Year
Warranty Cost4
Potential
Compensation for
Premium Equipment
Upgrade5
Prices in this table are specific to San Mateo and Santa Clara Counties and Los Banos

43. LED Pin Base Retrofit $35.00 Per Unit N/A N/A

44. LED 4’ Tube Retrofit $40.00 Per Unit N/A N/A

45. LED 8’ Tube Retrofit $50.00 Per Unit N/A N/A
Efficiency Measures

46. Attic Insulation Final R 38-44 $2.50 Per Sq Ft N/A N/A

47. Subfloor or Platform Duct Sealing & Return Sizing
Corrections $1,500.00 Per Home N/A N/A

48. Deeply Buried Ducts $3.60 Per Sq Ft N/A N/A

49. High Performance Installation Verification (HPIV) $900.00 Per System N/A N/A

50. HPIV Additional System $300.00 Per System N/A N/A
Health and Safety Measures

51. CO Detector 10 year $50.00 Per Home N/A N/A

52. Smoke Detector Minor $50.00 Per Home N/A N/A

53. Smoke Detector Hardwire Minor $150.00 Per Home N/A N/A

54. Smoke Detector Hardwire Moderate $250.00 Per Home N/A N/A

55. Smoke Detector Hardwire Major $400.00 Per Home N/A N/A

56. ERV Minor $2,000.00 Per Home N/A N/A

57. ERV Moderate $2,850.00 Per Home N/A N/A

58. ERV Major $3,600.00 Per Home N/A N/A

59. Add 2" Filter HVAC Minor $40.00 Per Home N/A N/A

60. Add 2" Filter HVAC Moderate $80.00 Per Home N/A N/A

61. Add 2" Filter HVAC Major $120.00 Per Home N/A N/A

62. Add 2" Filter BOX Minor $300.00 Per Home N/A N/A

63. Add 2" Filter BOX Moderate $500.00 Per Home N/A N/A

64. Add 2" Filter BOX Major $750.00 Per Home N/A N/A

65. Fix Water Leak (exterior cladding) Minor $600.00 Per Home N/A N/A Item 3
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Table C-4 Eligible Measures Compensation
# Eligible Measure
Compensation
for Installed
Measure
Unit of
Measure
10-Year
Warranty Cost4
Potential
Compensation for
Premium Equipment
Upgrade5
Prices in this table are specific to San Mateo and Santa Clara Counties and Los Banos

66. Fix Water Leak (exterior cladding) Moderate $1,000.00 Per Home N/A N/A

67. Fix Water Leak (exterior cladding) Major $1,500.00 Per Home N/A N/A

68. Fix Water Leak (interior plumbing) Minor $250.00 Per Home N/A N/A

69. Fix Water Leak (interior plumbing) Moderate $600.00 Per Home N/A N/A

70. Fix Water Leak (interior plumbing) Major $1,000.00 Per Home N/A N/A

71. Fix Drainage Gutters & Downspouts Minor $500.00 Per Home N/A N/A

72. Fix Drainage Gutters & Downspouts Moderate $1,000.00 Per Home N/A N/A

73. Fix Drainage Gutters & Downspouts Major $1,500.00 Per Home N/A N/A

74. Pest Infestation Remediation Minor $500.00 Per Home N/A N/A

75. Pest Infestation Remediation Moderate $1,500.00 Per Home N/A N/A

76. Pest Infestation Remediation Major $3,000.00 Per Home N/A N/A

77. Asbestos Abatement Minor $4,000.00 Per Home N/A N/A

78. Asbestos Abatement Moderate $8,000.00 Per Home N/A N/A

79. Asbestos Abatement Major $12,000.00 Per Home N/A N/A

80. Mold Remediation Minor $500.00 Per Home N/A N/A

81. Mold Remediation Moderate $1,500.00 Per Home N/A N/A

82. Mold Remediation Major $3,000.00 Per Home N/A N/A

83. Remove Knob and Tube wiring $350 Per
Junction N/A N/A

84. Debris Removal Minor $400.00 Per Home N/A N/A

85. Debris Removal Moderate $800.00 Per Home N/A N/A

86. Debris Removal Major $1,500.00 Per Home N/A N/A

87. Moving Person Items Minor $400.00 Per Home N/A N/A

88. Moving Person Items Moderate $800.00 Per Home N/A N/A

89. Moving Person Items Major $1,200.00 Per Home N/A N/A Structural Remediation Measures
Item 3
Attachment 2
Draft Franklin Energy Services Agreement
1/2024 Version 1.0
Table C-4 Eligible Measures Compensation
# Eligible Measure
Compensation
for Installed
Measure
Unit of
Measure
10-Year
Warranty Cost4
Potential
Compensation for
Premium Equipment
Upgrade5
Prices in this table are specific to San Mateo and Santa Clara Counties and Los Banos

90. Roofing Repair Minor $800.00 Per Home N/A N/A

91. Roofing Repair Moderate $2,000.00 Per Home N/A N/A

92. Roofing Repair Major $4,000.00 Per Home N/A N/A

93. Exterior Door Replacement Minor $1,500.00 Per Home N/A N/A

94. Exterior Door Replacement Moderate $2,500.00 Per Home N/A N/A

95. Exterior Door Replacement Major $3,000.00 Per Home N/A N/A

96. Whole House Air Sealing Minor $750.00 Per Home N/A N/A

97. Whole House Air Sealing Moderate $2,000.00 Per Home N/A N/A

98. Whole House Air Sealing Major $4,000.00 Per Home N/A N/A

99. Whole House Weather Stripping Minor $500.00 Per Home N/A N/A 100. Whole House Weather Stripping Moderate $750.00 Per Home N/A N/A 101. Whole House Weather Stripping Major $1,000.00 Per Home N/A N/A 102. Window Replacement Minor $1,250.00 Per Home N/A N/A 103. Window Replacement Moderate $1,600.00 Per Home N/A N/A 104. Window Replacement Major $2,000.00 Per Home N/A N/A 105. Drywall Repair Minor $400.00 Per Home N/A N/A
106. Drywall Repair Moderate $800.00 Per Home N/A N/A
107. Drywall Repair Major $1,200.00 Per Home N/A N/A
108. Plaster Repair Minor $600.00 Per Home N/A N/A
109. Plaster Repair Moderate $1,200.00 Per Home N/A N/A 110. Plaster Repair Major $1,800.00 Per Home N/A N/A
Air Quality Remediation Measures
111. Media Filter Upgrade Minor $150.00 Per Home N/A N/A 112. Media Filter Upgrade Moderate $200.00 Per Home N/A N/A 113. Media Filter Upgrade Major $300.00 Per Home N/A N/A 114. Kitchen Vent Hood Replace Minor $200.00 Per Home N/A N/A Item 3
Attachment 2
Draft Franklin Energy Services Agreement
1/2024 Version 1.0
Table C-4 Eligible Measures Compensation
# Eligible Measure
Compensation
for Installed
Measure
Unit of
Measure
10-Year
Warranty Cost4
Potential
Compensation for
Premium Equipment
Upgrade5
Prices in this table are specific to San Mateo and Santa Clara Counties and Los Banos 115. Kitchen Vent Hood Replace Moderate $300.00 Per Home N/A N/A 116. Kitchen Vent Hood Replace Major $400.00 Per Home N/A N/A 117. Kitchen Vent Hood New Minor $600.00 Per Home N/A N/A 118. Kitchen Vent Hood New Moderate $800.00 Per Home N/A N/A 119. Kitchen Vent Hood New Major $1,000.00 Per Home N/A N/A 120. Bathroom Fan Replacement Minor $400.00 Per Home N/A N/A 121. Bathroom Fan Replacement Moderate $600.00 Per Home N/A N/A 122. Bathroom Fan Replacement Major $800.00 Per Home N/A N/A 123. Bathroom Fan New / Nonexisting Minor $700.00 Per Home N/A N/A 124. Bathroom Fan New / Nonexisting Moderate $900.00 Per Home N/A N/A 125. Bathroom Fan New / Nonexisting Major $1,100.00 Per Home N/A N/A 126. Exterior Vent Installation Minor $700.00 Per Home N/A N/A 127. Exterior Vent Installation Moderate $900.00 Per Home N/A N/A 128. Exterior Vent Installation Major $1,100.00 Per Home N/A N/A HVAC Optimization Measures
129. Ductwork Repair Minor $300.00 Per Home N/A N/A
130. Ductwork Repair Moderate $600.00 Per Home N/A N/A
131. Ductwork Repair Major $900.00 Per Home N/A N/A
132. Ductwork Replacement $500.00 Per Home N/A N/A
133. Smart Thermostat Minor $105.00 Per Unit N/A N/A
134. Smart Thermostat Moderate $225.00 Per Unit N/A N/A 135. Smart Thermostat Major $342.00 Per Unit N/A N/A
136. New / Replacement Line Set Minor $400.00 Per Home N/A N/A 137. New / Replacement Line Set Moderate $650.00 Per Home N/A N/A 138. New / Replacement Line Set Major $900.00 Per Home N/A N/A 139. Sheet Metal Fabrication Minor $400.00 Per Home N/A N/A Item 3
Attachment 2
Draft Franklin Energy Services Agreement
1/2024 Version 1.0
Table C-4 Eligible Measures Compensation
# Eligible Measure
Compensation
for Installed
Measure
Unit of
Measure
10-Year
Warranty Cost4
Potential
Compensation for
Premium Equipment
Upgrade5
Prices in this table are specific to San Mateo and Santa Clara Counties and Los Banos 140. Sheet Metal Fabrication Moderate $650.00 Per Home N/A N/A 141. Sheet Metal Fabrication Major $900.00 Per Home N/A N/A 142. Low Resistance Register Grilles Minor $400.00 Per Home N/A N/A 143. Low Resistance Register Grilles Moderate $650.00 Per Home N/A N/A 144. Low Resistance Register Grilles Major $900.00 Per Home N/A N/A 145. New Register Cut In (per each) $275.00 Per Home N/A N/A 146. Attic Infrastructure (bringing up to code) Minor $900.00 Per Home N/A N/A 147. Attic Infrastructure (bringing up to code) Moderate $1,600.00 Per Home N/A N/A 148. Attic Infrastructure (bringing up to code) Major $2,800.00 Per Home N/A N/A 149. Attic Hatch Retrofit Minor $450.00 Per Home N/A N/A 150. Attic Hatch Retrofit Moderate $600.00 Per Home N/A N/A 151. Attic Hatch Retrofit Major $750.00 Per Home N/A N/A Heat Pump Water Heater Optimization Measures
152. Water Heater Duct In Minor $600.00 Per Home N/A N/A 153. Water Heater Duct In Moderate $750.00 Per Home N/A N/A 154. Water Heater Duct In Major $900.00 Per Home N/A N/A 155. Water Heater Enclosure Minor $400.00 Per Home N/A N/A 156. Water Heater Enclosure Moderate $500.00 Per Home N/A N/A 157. Water Heater Enclosure Major $600.00 Per Home N/A N/A 158. Water Heater Relocation Minor $900.00 Per Home N/A N/A 159. Water Heater Relocation Moderate $1,600.00 Per Home N/A N/A 160. Water Heater Relocation Major $2,800.00 Per Home N/A N/A Permitting Fees (w/ HERS verification included)
161. 1st Unit $750.00 Per Home N/A N/A
162. Additional Unit(s) $300.00 Per Home N/A N/A
Market Rate Contractor Site Visit Consultation
Item 3
Attachment 2
Draft Franklin Energy Services Agreement
1/2024 Version 1.0
Table C-4 Eligible Measures Compensation
# Eligible Measure
Compensation
for Installed
Measure
Unit of
Measure
10-Year
Warranty Cost4
Potential
Compensation for
Premium Equipment
Upgrade5
Prices in this table are specific to San Mateo and Santa Clara Counties and Los Banos 163. 2-hour Virtual $247.00 Per Home N/A N/A
164. 4-hour On-Site $494.00 Per Home N/A N/A
165. 8-hour On-Site $988.00 Per Home N/A N/A
Item 3
Attachment 2
Draft Franklin Energy Services Agreement
1/2024 Version 1.0
Exhibit D
Insurance Requirements and Proof of Insurance
Consultant shall maintain the following minimum insurance coverage:

A. COVERAGE:
(1) Workers' Compensation:

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

Commercial general liability coverage with minimum limits of $3,000,000 per occurrence and $5,000,000 aggregate for bodily injury and property damage.

ISO occurrence Form CG 0001 or equivalent is required. Such general liability coverage requirements may be fulfilled by Consultant’s primary and/or umbrella or excess liability policies.
(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, hacking or unauthorized 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 claim.

Item 3
Attachment 2
Draft Franklin Energy Services Agreement
1/2024 Version 1.0
Exhibit E
10-Year Warranty
The Service Contract as inserted below illustrates sample terms and conditions for extended service and repair of Eligible Measures for a term of ten years following equipment installation (“10-Year Warranty”). Within 90 days of contract execution, Consultant will provide Authority with updated terms and conditions for the 10-Year Warranty for all Eligible Measures which have a “Potential Compensation for 10-Year Warranty” as listed in “Exhibit C, Table C-4”.

Upon Authority approval, the updated terms and conditions of the 10-Year Warranty shall be formalized in an executed amendment to this Agreement. The 10-Year Warranty shall be provided to participating customers in the Program Participation Agreement, if applicable.

The following are the T&Cs from a sample warranty service contract that will be similar to the warranty offered in the Pilot, but not necessarily from the final vendor. Page 1 is the cover page.

Item 3
Attachment 2
Draft Franklin Energy Services Agreement
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Uftoersv rviiArminn .-ri 9 -r-z*? •wi-f T *wr Jr4m*i s-a •911.7. oscivkyw erajr wirtMTvA - Carrkaq&TlA ta-'A.y-.ixtcByhnev.tTf. santx utt.'iiAjc^-.Yralfr t.M .Vux drrjrc xrtxilhxltA M.tiKt IF? ?CCM CT-tV 31 V.-»!r*1!Ye-7l|-K 1’9 X.

PREMIUM PROTECTION PLAN: SERVICE CONTRACT
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K:. TRANSFBLABIUTV lis.'.awrrnrjt t? jc»t?3«Tcrdcrx al x d-?n;cxsjx«u?T.CA-xrc rlF?rarir»jrxrecurcc a.Hl-«i|Mr:iu« n- Ml
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1—11« 4 I I 1« -Ml Im aS mi H-i m«mi hi1» te -f ,j> . ar’Xcrtc he:a!E!D 3»£255v.flirorc ruc-2 arc 251?.’’.’X/'Cc^va J-anx r 2-x*:Fp,rxrarx ax a3d*x32f •• -»-w pu -4 m*ia11 j"•in< »4.7vl it*-nigra Ueox? Ag-wter. 1 Fa- ewl J e Inrri? 7 i^Im-Jev 1l-imI. -Jje 17 *vn^:.Y>Jcr.v.c9tric|:Kxr.*.t Reotyra -Kit-pdro-nrc“vir b.-.rx-vcitc Ji3Un&**¥. A(.rcr.r.r4 1'. CAHCELLADON: 'ujr»;wn:e IFc I'cteeTBh xar,Lrr aw a cax?kbx el .-41.’<a xrtlTtl Aa-raMr bI '
-- «1 A* f <»>:>(Dil .7II 1 a-n-l •iry;VVi.U-^a.i|ti:4M4ajll-il.'MHi».ilYi.il I .M:».bM «ft.l im' a a. U-cr<c al•*fxfc «'pa xl1$ •• iim mIhIm- Hu y ;Vi k.>< H ~ra_ S1 1|.i:iH-> 1 te A>j-m*iiih 4, Y>a. .vl imm.m « ai dIm -m' 1: i»M-lrn - 1 m
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F2ir -.VC A'. J IXCx't/.

JS. PREMIUM PROTECTION PLAN: SERVICE CONTRACT
At 1 Hixl:r.< '/*- iik- 1: 4; n’a— I t- 4>:: —n— . • I--. 4::<?ijim«- a m i-« |>y m 4 :i Ita- \imh h-4 :t i>-. - > :h1 iiMm hI rK-epiwr-te.an I'.**e3»i»:? "c wr-rl .'»1-1 r. *jc "l vcj*«f ? u-- vlx-c e*-'*bJT ult jiF-iwaih-sx* »x?D!cnrxl!ic'mnlftcx r y<C3V&tdc-3tF?cnc<9*:cBX etc-nroller ord-I dxdvxrc>.—cif*J.icxarr; i:.itiri .wk .a ««.I at
1' iNeuREDAOREEktin.nl.;re*a .I
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I *■-- KpHlLtt'M' i- ••!; M-at-a l -/M-ad nli-o-»M' -r4f m ,1: imim 1« :aan « ih V:i a t »* ENTIRE CONTRACT:

Th4Sd>.' x apr;o“.vt?x^t v*1*u- "u’ih:*?Rxdx xts'xt ?xcrlK xtkxEd-xn Tzm? cs yx x -zjKxrzlc1 F*a a—w ir».i»« 'al .:: ihi —. ‘a-aoi -I^lna«.fy

SPECIAL STATE DISCLOSURES
R^i xcicUxvocFax “X'79V tc^f‘-y~ daxx stre.-w «lhn±<C'.x?« aycc xrten-’Sent:;/■d-xmer'?; -i;< aR.l-^ll m h.mi.I I h--LIhv.Ih^' «. mhm UmJ. Yi-nt,- .* .a •. :>. ia.::r*.l rn>. La iynil •Jm-U— «ra- •—< Miner -X»-I a I -k— IM r|:rMN£ -Hm ^<« ia< ••• 1im-i—rr-|-4« 4 tcir ’-m »»••■.'.^-m im i-"k a 1:1 <—«al n:x y lx "9c*rd 'Z?:x ?rdxrx:3«ar, r.f yw »xor Sf-x? .‘^kz -k tb--t,ex x »x ax t:r ?cxln-f.

ALABAMA only:

Tli«5Lr.-i> >^: mhi-I ‘ir.a a«< m ’*4- A|ht»:hQip ihi an Si. «f «■ n i- -.« -a - fc_a-H-t--a -Un •.M-4yi^!| k.-if - dde •*
'?? •»:■.VyeeTu-t-*c«v»»*d w Vpjr-^hnteiilvi J»*ri F? A»vi».,ci«r”?'47.¥eCT»H«- aztcjelre j-w y wfc. -*va -ax xdsiAix sc-x?.'<jcc-ixri: -x: srdir;Mou-XM3cx?-i torcfii-dx:> z« T:.--!”-K-sK-wi »< h «. aJy<J1C4l ;UI Hai a hi.A. a. I a.I >l • f^.Lli. .ii.:;l* -ll.nft.'r.dtaa^;.l.-,-..n.: .Ii. m.f i. -^aa.^ia.n a. latl AiiiiiHi-ri I te*«| :r4? .IU-:i a>n। i. ’—m- <i II !-h<’<- *y—ir-a
lira Mi' m -«- S— «»« Aj-m-im-i Hi-a Ila- Iim . cM’iyi' C M.n ^:i<*<.ili-c>r*HiliMi<MM -a-a: -aalaml -
Ia ii: m-m « m-I
ix VcMoe."a wner Hec y xrrr •uei-xlxviMe ?.«ew • dclrc :W: X".

ARIZONA only:

OHfiiiLura. A Va h.ii».i'i *i- . a.i j. lada i Kir«\v :i'k :a.y%i:rilMii.«aM;l|«:>4..11« m mu im-hh;. » fM*.a .• m 1«। -a-k il-Iimi -I- -Ida a_ a ixlru.l m <"i*4ih*I-'a-M *rM — aal i” «’>’|’M *a<iM’4i '•liiMi—r--1 - imraau* -a •— fFCIF:ctix' jx?-?r>wtc an ecr.-xUcocr k y-r~x>- xcnl. Ivt xib-Tficr9-3x?c* xitc-necn xerzcxr be xrdxorri'ycKtktiK per.x y.xi 'xr.-«.Yiwz.t Ktokfl:b‘ aka-car err tr w khza xib: ycdX xttj.tU- - ira:***- t>i mral|: •: a- a H.iH-a»Ii >i -|i:-i—<k! a n (“■’i :-■(:: -iH-a hi: Ih-Ii^i:-- <.•*!.« 4 «>h• :»I •« 1:4 -nd' ~0f xi het Ftrein ?'A ?. ?:9ir Lean: "Jen:eCc'wr?lcr s:x d wiwendlnea-lcxtc'm tjeMTe.-g-xmer. i j. . i.
*« txld-y '4 .41 n|-.«.m-lu -*• •••! Jiin.i. 4 ;?ar,< .A.x “x AtixSirniF^uoin i»4 itl ir ext; a Ir4l- •i-ia-Mtela ti mm hi*I«<:«i>l«la |>« ML *iria-l»< i: »»Mi'-y •iy»i •- Ut^AriMM-«<4 I • IlMial-ir -KMa— nXFM“?tTfr« *<K?“CtFcC 7i »5* l’3Z CrrYXTl~r xre^T9l31ty vev ARKANSAS <ml7. <«j -y, -'Mr 2dMc2A3cc xK-itr%trr.*e2C: irwctfc labite9cr.-x At •d.nrcrt'AvsmddJto Yx y.drhbnr > :Im/» I •- m'.i-m '.j-miimii -i.m-m’ Ci* < *4 Ca- 1i-mi: m*|m I! *a ti—i:«r .1:9111 ll>- !•«<••- -r-«i'« I HMa.*a:ll|9 i.l rxcv« rxv.'i x •r.nXdx tci ire.ViniidRb-wil so;- ape-oke'Ctipe- -circr srdre ?-xu x< wk i-c-edxc •1r ‘k.ik-la-z ddyidtlz- -cuihctrc >z-<k.'«<r:ctc t.-.-J rk"Zc Txx .WAbkr;a.vtecr vtotdciUxIpL .-♦:«< cf If- f»9*l M l*3 -Hl-I
CALIFORNIA only:

PREMIUM PROTECTION PLAN: SERVICE CONTRACT
_ihSmv;>.Ajh«-iI i»y :».!>« anUlly ImA^—uhu IHU '-my hm. 1 1 ialalij 1« I a4li i-a I:: »•FaIa I -hmm •.rc.2'hiC3fr-y:l2zr; xld bd, etccr 9-£xirc\«i It Ya. ±9Ckk la carad YcurSeM.v. A^cctrair art..vrxi.drc nroels rxsvid>'trc scinarxeicr •.•■•inr r:x:x?-.«9jrc<?v?<dtF? ScrrK?."sreerr-x drdvajFcverad? x dareecsrn-.x Sr^TeAgwuw-l f*v*l I- eluktev -»-fil S? •!.- Ayw-'i bMeiyveiiK. • f''z» Ag-MM-it- 4 - »1 «He:: a* —THAT V4I*. V f.^fli'-.inltAd'ZC yva. rn*»w.IhA FaC.T.A a£MW i -VI. wilt* K.A.XiMlA (. .1M»'.Ih.1Z Y.I.rif It A Cd Ar. •.-..-. ix--4 f.4x ttt darrAfMkierly-AaT a.1nr ywctlM Y 1C5* cf 1 KtRaM.y. Aj'xrxrl .» r.-i-x^C. *»cy'xi * r.*-.

LrtMsdhe**e2 aecixc: ?; tw. It ansraexrcanxiMcr r^isFar, 92xc xrbd zoye:lrc mbr COLORADO wily:
.'••;jvi jct- lhe '.-ei?CT."i;ier-ifcf4 11-97 v?cv»eiev 17 Ute iV'Kuidu-e wkwct Utki-iki Hde'dm •> ’Li 191 ri>:r»«iAi:" « '*:k«1M a >i’<MhA Cl:R i( n-kh. Him •mc-im. »:j mm 1»« 4 a»y -im/m h ^11 .r>l«B<MU Ir.ladr j<xLir4fjtF: -xumjer pcraBx ixancc hsxt
CONNECTICUT only:

S:dbV4 ixu-zd.'<fxcrr?Y setetz: kxlrcaxxd v.mix lalanra: Ths s xl dirxrzrce pcie,* Howry. At hy»c aX?ix< er nrj-9'xe Tate* B tejrou DetivirvTx i-kfci .*4»ye<ar* iVicwer. ntherm.’/arcesMi bwele Mntn*nr;o «1 Ii | h< Hi-f iIhi ii'lnl 1 H HaHfu t: 1 1:>*-H w L a i w 'im *mi"i:h >^ia-ii«a(—ili-i>i<L |W '•»«.> hmi lap ala »h —an t.r rxr. .1 hir.'.c/.irir.d-fra. .KrftdnARiv.xA.yx'ixrl it.cefal tn Yax it.', ix.-ura.'l.Yn'ixit;.Kivk.1ajxf.wt pr». v>jerccr.tk4X rra-: aa-c^sd -idqari-.tF:rxw Jceb-e.'-!tJ-5x?C<yc9T-, ^J>h..Fr.n^lxr 2«.De'J13 Cdj~txs OHA32I9 HcracsITt ixjt-t XC A'h L'SlGtc rrsc adrccccii Fc bir y v3j- Scr<c?."trecmxex eilaw 1*1v exex-ev 77 Fie rijt।v n e r*nvi J e
*w-jF sv xl 1 me <jvi;m ?cvsU-dylv iet* jcei U-e A:; hm iK-4 Yk ii :>C;>4YuiFIh .( ». h- mi I rtl>Hi..i.Mi>:;:C::I »1 -
i M hv4h 1 n.fc-Z »/h;1 Aj mh -an '
portes r hdix xr/K2 h±cr.tm Ycl 3-2 jxtx tc rcxkc a dsxbwrineAcxrM-yb-.vtL ms-.-ccrxi-xsts^d Ccrredicui ixi axe Jeaemert. -'.UNmI'D I srxie. Cl LCI-zu.- /, AJir. ^xj-ki.-Jisre in?-.-.- ttrr xsraartruel xrbr I.::MH:iiimJ ’im.^.Im -r।J>* v,l*>« .miIh- i.:l,II «. a.4 i:« W|> 1 1 1Iw ImaI, nala. ».Wm’H - •tavr-Aft'AA «-T FLORIDA onF,-:
“w cr. yr 3 x.1.11» r s-nb•jYXt ftF. Rw4:x A^rccr;.rbDc.1cr. Kmc*Qr.ir.-nv:• * '• h*
tian'xAa'Jixrl rci wl re? v?? roll idc<«.9 tc Xi^ionr: jxwcs xs ycectm-ic-.-ce.'.;-?5ixd.cs: 9Tr 1-enr.v I e»e LwiL^tl II -e .9'*:r Ux Ue ahtRuwren. ',-7.j*» ew-e ii-1id?J *ic?l. JIVAidHe jean eJ »<ji9<. [<ii:i».H .«i»«i 7It « -a.r.-KA Agra-Hawi Tie « «- .4wr'w-.t <'a t Va 4-Sh.I.— n r h t r.l m t -4. >•i^i.kintyI* F zndS'^ccclIxLvrx F.2dJ3icr
GEORGIA only:
v2j-evcsxc ec SO7K2 •'Arc<<r3Y2l 9T/ H“K tr rxhTd^x xIrq *»iiefif wtrao- y,-uTcrcenei IF2 3cn>K2 -‘tnarrt li- IF?er nrebl? ,**•■? rjXT ;ewh-j-e.ate wl idurj je iiwm'lav nw xid'9ae a xe . »rU ifcit'-err»jn h? |-F.H fuix.-k IIIIm— > i«:liar-« ••« a-a. a W n - IX i*ll m :::>h>Iii i-tialkii 1 1 4.-I. I^n< > Ta m-iiii j«fi 1 MV-Urcr .V»F.n4T dzr.4 xnt3dYiCi4S2lr$ -bb -xC-Hyx salse Artecboixl?*’Vr-X;. kypwr;.rdawllY t«« upsaltou, ne ?3 X?r.X3i rcrw,-ix-4 cfxc 37»«. IF?X4O*1Xmzer:.'j* >yo.U.bKte aXIS I'fi coxa Ijt-.s n-. c j un-&sFF&cnvsiNMteU- II-isccnikm; e xfdxercnciK -nNtaedseGsaga m*l-rid" »»•? ih—e 7/HATIS NOT COVSIED:
-"k- Mi*>JNLT ILY'V<r'iJ>»F lUYULC-CC.Xy.i'I-L'Wy KULJ F.VL UL-h. K C IGJ b'. r^Oj>-nirr ~
:tir -rr-r.nv“rxirc*n n-v:HTr<**T i..:-i ..«. -1« l( a „r«.. > 1 ।y «111c.w»n32-74-44 Jf Itr. Ocnry.B oxk -111—tri f.tx.i Rk =te^tr..'. f(.K:.tr>.r «.f.n1nit.- (V1ctj*.- Vctr.ToeIr. >«.

I c 331-iixj-c: 3- :s: :F3i teaccjdzd-snlFs snxcr.yervrrx:

HAWAII only:
x.'durT.-yat vt I p9f 3 xrafv 31 perrsmcn arrxz :ir.»rsl wdor ercerxe «<711nor? Iwr ;4i;r»f&alterrehtr:x r-'- *-iv4iev > II--miHuiv’ TI*
vsateinni^viiv vlv 7UtN V>
* »*•
••IHeetvCTAj-reifc* l
ILLINOIS mis'
"rAlwr yy«vwl (..r.ir.i .'nsrtl.xecvMliMfcacrd dxtfr.KAMa*j>'lr. mnodRa rnms iwrrj.*nrdir.r a-c r.r.L ttJ xvcw)atr .-.-Yar ay .y«rf.nxrl'1l.r.t cir. tn v<ndwr.r zrn'.vr Ynu 'YiycavaITh Acivty.A^kw.*.r.da^t •’*• r v:jcn1x1tK Sct/k:''aicwzr winr:xittn.i^<‘ a.-: y xKtxz 3 xrre swvx: xc xcr -id>dtc 'pa ski , -r -i. K-iS^ rh a.i 4.FM 44AM4.C97 11
1:rmii’« 4 -"r'lirz-Ji
r=iM?;.w9x?5.5a- •C4hx: •». 2^' Fe:::^!i alm '2X1CIjitx 4l"j Lx.

Iwn 7A L*U ‘ViJA'U:

PREMIUM PROTECTION PLAN: SERVICE CONTRACT
Krxtoc a fi.Iir.h.rr. nMt.-*. z idv-a artx Lxs 3 xr.x*lrcr L-.a 24.13 Ir. ttr. b-xr .tfixf.xrtMOHj aVv. 3it.vs;,alx erff.- f.r.l.ir («rx:r.; rYrxxrx.'. fti2F..-.r,xr. xj;.;.w*-r t.:t^ r •.ii. xrra a>£r*.wc.'. w tr.;.r pT.'.-dcctr. *ai Yrx iniTxvd.a •.r.ixiwj-dta’xt .ya Tiapixw.ff.y. :.y-ir.'.\.rM..'.cf.yvf xfiixraxt-tcirt e*.sa canxUdinr laa .x|.ci 1“ tv. bMX'idtar pawr(1C1H; cr ifap.xwc pr ae«t•ityrtabn;iMm.i INDIANA only:
v?jrprocrclpovnexx IF:tsirc ::9C -o-tro dsn'oezpicemcrttnai ;? cars::rcc ptwetpc-.'Tcttotec ixuax:xtrorv <*FoFi?Rrtecs -crcdFebavo tcc. isScnxc ••■aTcirsr. 5 nx rsj-arxrncurctsj^cxw rajursj-aixia*.

MASSACHUSETTS nnly:
-’n >iw. l-iii ih -Va.i » Ag>aMi mi I .-at al l~mi lypi|::«.>:f 1 1« L wtt» Sm—Cm Xj-ihi • u «l«fi |:l Y.airi .vlth hiJU; ve*^! .neeei-'k-e A2'«fi’en.*3>ddv-ievlvYuja Jeliii-?'9 ese 1*51 'i^d? uvte.ir,m- 'jtei»i*Ai3e^tei lx '.vv.rrj/w jI FCid-rrepeve’.vllbei? JLtev to wvj 11e Ad'llrialikAt v.'ll •*.? a -^r-idko IC'S -yr -uji.iuk-.lejaJUrlm vIijiJk <.icdlr J -il'iriteL'f wi'HI 53-x »Le- tcxi'iuf Jeerw? zt UtkI Iv heAirriv.rvIvi ”-1«? FKvrvx av;? nv it . iei' Kara nids*- i Il e SevCTAMCT'tM L
MAINE only:
va.i winmiRcr-ix AaTfjrari'«riir t«artvp3jca?*. jrivcttvinc H.-A-ca Jg-aainTin:raiatia r<*j4XwtFH'ai;i^ cc^r-M’-My. Aj^am err *4«<W'*4r».fi In YnirrImNyh Ymm f •’ci. -n«1« r>4* h /’hF«YyY<At<»w*rl mr. 4nr.ti4'il prr.t4M|ViM*7llt¥U.YiYW rr ’'m TFa A4nrWMTr'.’ll xy 4 ;>4V4k Y 10% w mir irof rrftlxlkrrl(4.1r<. r~1lH t ->1hhfrrr1i*ii;41|.'.4.*4r4 rwiri.Y i»»*vca YrhKdtsVkA Arrfoirulnr “Kr-z pror-* w.iy MyM'wrc^tra prrFaw Y IFaRrvM-j^wr
MARYLAND only:
v:jiWf wjji.is sct-ix astcitsn weir t^erk <JJ| raaxr :i?<kcffc Usrvcs Ag::im'.e:milerI:rcucrwihi ctysrneacMoc AgrE^ra'rwasdcl'zaiKls •'ojXTebrao'sae rvcu rase y>cb fr.ihaBw^xAfrrxrcrtK voc. ard-x**il p.KFaaep< aer/IIbo rrjxIx tt v:j IF.-. Adur drr-ccwil x-; a .??idleor i(M»•tstipia ktrdBid k rdpadcc crodiad •ihnrcr, ivc/4jjia.*:at2*nexricr'Tes:vc3Ctftecll3T)2 Acnmtet x<:prevsox assyoiywxixfira pzcFax-- x tF:'d2Y» -^ea-xrt
MINNESOTA only
vyj iw* u>*i'i.ieSteiaix AgiCM ei I *i. ii teaei ly«2)1oth% v‘ he fei? U x Sewve Aj eriwi.'..i«u rlev luV«aiu "*Ji’i .? i;13! wsr .ne&er/Ke la Yojotdelhrsowe tvci Tad? wete rr, :t*?Scr>i'xr.''Eicvrxrl x ivc, ard.x- JI ixici'dfrpiCTWllUrie yUec- te XtJ IIe Rdri.r>Blie3Df •.•.■il ».- a -x'Wkcr lU.v ue ibi/io-ieic zaJtreli>idpada cioJitd «il'inici.7 iiv<49ira»t al.?- minct rietrewcaliedla l*iF/*xmc:r3lcr -x^e picvcvx avdvcmv w .wapr9 lmci aw a U e SrvCT/^MeetMC MISSOURI only:
zn.i 1«?rrrriARrr>1x Af.xr.r.-.rl>Fiir t-.-.rkpli cay*-- Yiu T-tBy. Raa-ca Ag'AAiKtrv’dA ralar.in Y«jcrtolFh*Ai;i“:

CT»^i‘ an.-er-i Aj-mmu m'i. v«te::Iv Y.jjH |a-ii'i- /mm-- f^uv'imJe wk u. t - rtea.i *- A^im-m ei I te ivi. hi J 'w‘j|
1« 1. 1 «*-|« !:m .llla-H >aF« ii Tie Alm |J|» I • • II »V H :x»4k.i’IiW an i ii h- i» i^lalilel ki 1 1 1«ah . .i~ilM I «ihi aft i 'f-lM-'/ITj «f
- ia-iri-/ |a>*»viM 111». 1 1:: I w A i i’im •«!::* “ a—m ;ii *•>•••f iviy riy।mi < mih |« a< I««- »' II m Sh -ixAy-wTwf nil m.«« i i(i>,»Midi 1 1 a ihi »4 a ’i::t >1 «1 «|jt, Ii i i^.>il»il 1«i :hi'!•- 1 m::i. ’-« Ifci -i»i y NEVADA only:

ThsRoMcr. Actr—r;.rt X rr 31 rsi-nixpr.lc» "uWAtAf.fr.cr'.-.rt;..u;rv.l pr.'zderft.Ta.Y'iKrtcc'.rJVk.'.rw.'jzc.;. Iftr blido*. nrlNtK >r.»»r&.?rr-ligfMiEr.w.Kfi*rQ<rx1tr>v t.rtft •n^^yr tf .yvx.\).K!ralcB ir.gtA TF;. xrc.'.htmpr*4;lnir znj-Saiv ca Agraaiyitia cdredanicuaxdctitihft toLt»ng •IF®'Jrvc2 •'grxixrtisvadarc 7.t>ilTuidtoio.IF: cixiascpixcrtFis^:"/c:•'d’::wr Ir:scraxcr ':f2c:tct :eur na:bc:r rad? sic 1:i-ctoritrx .'•;’cctr:rt” Js >»tir 3-:art y?'IF: dsxrrsicr.ix .'•?Tt:r:n-as ~ci cdcr dFENisetzrla roj cr •'.trn'Uca>: alterY:j t»c totems a xp.'y-.x^:rzicc ajt=t:t tv*:uve car# dlFr: 'qx:r:~.t:xBt?wi:i-.is zmxc: lozrsiq?-©’ xtksItw ct tFr .'qxcran rceseccrbxY:^ seirx rxalc'. »Vewl rrj-wte v:l ?ne ?j:kc? jxc :t Inx A:re:T?T.'.7lfrn >bd!','Sencf tFas sccnrxzr-dw Js. II \V?d3 yy. rrrv.re p.rr.iax wiFi14'.<t?/A 7»t -tIat.-IF;. za ja xmltyd• n pciKa rr-x ax;, tor cart.inday polxt"ir IF.-.rcTrdlerxir;i.rpcU yc».r.i.-akrcanxw.Bavae -firx-ncrld ar. dtv.rrrr;. 3rd riula rai-i b-ar srcsccrr Onx 6/.'-J4LHlGa ^-3« «2S^C4-lZIC|a9rs-3< ^OMGC-127r Px^’ctV Po t-OSU-C-IUJiJKfl'A
1/2024 Version 1.0
Item 3
Attachment 2
Draft Franklin Energy Services Agreement
JS PREMIUM PROTECTION PLAN: SERVICE CONTRACT
pucnasc pvx hwc pro.- -.or as:7 oiytoixcrpus pircraxrv trc cfttcs '/•- ma,rets*x:ims.'^rcerxrt :r»I taiDczr ncffcc-y al wclscror, i.Oi da?& oxycrrxxlOAir; xrcr. ers -iuvEp.TcwTC??£Wxrl piicnascpaso, r>e/^>ceTcrt fckle- Carp sottkIs: 31 actif?whet rcejfc narixrcew r ire sew sc reqjrcdircErtots •MTeirar:; Jesorrv tTaudo*rx?K tvcp<«cr.aicnpcrxijexdi>.' Tour pjc-»a:iTDUis.''Cr«:rcri a'EbUnra wax re rncaroty 51 a-iact sr crtsccr. er e .'oju ctarvcsrrlnr a .it."prwettlx rcu*trJi?jxl3ria 1/ ard msc-ie t? ixteetrsttc sovoa reqjxtc: Lrae-tr: Scr.ix Acrccrxrl: a-.', nxeul s-cr^c 11norctorccr otariTire ccrvic:rccuxa Jtdc-ix Scraoc Agreenren wiCTOGGJre^iicfixpjcr35? or this.'<prccrcrl a idcutcatakendreterah- re rixe:T?ecr.<: rc<ii:: lever:
iral xrerfWxelctife Irt crp-erjx. tYrocerc? U-k jD-v cc.£TC?-x-t Itr zre r.vex-? reasons yojwIrccrvsaxlird actaix to:porex pucTne a c? AMt xsdxII:sashHcdLxcsrored ji^nsicr.ix .'•zxcrrzit ir.'xnirTrir:':- U-qd latic,1islratedtotieccgne -cti purchase p«c? reuped o' seen Aadxl. sTc re?ixwr:? tors ys-vac/'^aecTcrturli alInk!freer 1lot ds-/c «« .re x«jx clcaxelrt»i-bc t?sireWto*31 T1 1 5 SEVCIWITMC'ITIS SJSJICTT»:: A •VAHkO All? TOW 33 kOCa<E?*3C TOR TO DTfRATUMCT niiwwwr.rcRiro
RffwiPi<itM9iciir
1 EniMgmicyRsfwk -S-Lhs. within24 Hatra: R. n»»V U«1 am atorenldlfi«rewA jkHMfotetf toh hntW -tv*Iw/ tayrranlTj 4iirrLrgrfM.Ktorfa thirty *vnenr trt farfuMiirerr.-m-M >1».t It aa?m riraaalaMa ivl >j -i-ww •Ui-12' II r vvrw 1» -i 1hr
2 Eiiixiywiu^-Ri^Mi -SlHirr*. R«*|iiwl:
lr ai<fwjftry<r r-r.r. rnv. MxiKecrretta .YrjiycdivltlfiMa ;3;Mirr-acaic*- altAritr.rqvr<Trtv uirw AdurMr.Urx wl p.-rAX,-. situs rc-xrnrx myity *11 r.tix3ir3-ak*»nt ;•» nuieJ V73KVICVYWM
'ie vtx.*
letevr reirruUe levuec ictreiu*i'i«.Jevlerrj-wrehe J va« *1cc, ixIjJi^ /re *h»dw *•wb evjiaJfo .re rnais vi en’t-^
"Ire ai -1.mtrattonJliN- »cvn।w <1 ei^mu a»J CjtakIri’uiMvi fr U e I 1>Jb« w -mHciMIu eJ n ja-Q «•*■.!ufh- Jai w J 3in-i «v» Ij r«l«i It «A.I i»rj'W5i 111-* «ii'»-i1| 3m-i«-* Iff at*- *11 <1 i 1 iy »• ti* k*
NEW HAMPSHIRE only:
lr ltH*.*rl 'nA* v'wr-r.t *-1w7r.li-«-i nr.r-ia-Ar?z a Aj^mt Yu irJwe.ir»tltA Ma* r> ral.YilVfMr wl el "• J^rTFitPirwi St.to- * Cr.rov4. MH 1 ^>i|R'SM^n
NEW JERSEY only:

Itre.'^ieeirn 1 1-' v»wr wi k L’cair sArirmja.vv 'X»Ke< U3*|Ari«bs'i. li t M'*u*tureicr wl 3 aeariiru'IK pet -mU VI 3 ttfll V 11*91. C TACMV X C eVlMlVilMrilu^ l'*r • tn -3?« 3 - telU'IUU«*tM-JrCV*t|-VV. Ml*»/'*J||-ri»tl«MI.TlKpi</rK>XI apt 113uiv w|J e viij;r»J p jrkfeti cl U e Se-v v- /ki«WHL NEW MEXICO only:

Pra:MAr/k* Aj ^Arrar .ya**.i .»<wcrnr a (4n'hfaMtrenn^r.txX^iMr-Af* t irkrfr<tljir ra Ynirxv r.tr Itr- Ravca Adttincrtwfit niwcriy ?*;deJMr.f tr r. ftwHARMVlx Xj%An'4ft*>.v3&r«nvklMllr*va.i rYf« rradA it.-, .vrnvi lav.tr.. .irr.tr.t'.ii .y*aiMA itv *11tot itP.M.tcl'nYni. Trr. X.lttrBF.wr»n xy a xtv ly to(lOHi p.ir..tr .to- nMittme re* rr.ir.itKrat Ttadft'.-.'irii'.My SR My*,nfm* y.ii.t crit.-. Rcr>iac*A(.Kcntfl Trr.xo rx^rlr. it.-,aijrsl pi.Kliaaccrits Sc*\i.v Af.rcor-r.ri TYr. A.-.tirlslKtr ry,rsl xnca ire £r.ivr„i crt.:; tra*.wnltcrwiMa-Aavu'ly 7Z:
f.n»* fvlt r.ilnwlajr.i-MIInt-- hittotr f»:yr trrxtrl-Ur t.^t T»rs".l Yii!i YY^iMAorfA*vr Hair nt'AAM I'i'm AAivr.A *ai.rM) i»V< w err>k* Ag-KArrar '•ai.l'Tira'At r-Krcfr*r.rhlr«it^*-.Y.i.It.ar.-tteArt. IT^ Rctvoa irwirrlr.r In ix:lnx< AiA-r..i:rt h.i .1*.Yv.ry«y.:r r.r r.imMter ta dr.UH.ir .Y.i t{ rotdlrornt.-. Ardno Arrforv.rtty Yw. *'rkt a i.y.tamiEr art. mvreinvIv.rc.is.*.- thr. Mt-dx*Mq.iK*l>r«3Mirr. Sava.'. Agrcunret r A.irrretnw xrut.•1s Acrdx A5T.r.ir.ir »'x «11 rri awitr.r vran-nYnu at Yor .iff ex«r atle.ylfreer (I'Mlays .yHtmMractlrr.r Icrorxlcnai Tt.i Ad-nrsirrJcri& xrreqrrectr.rai •'.uwTcnrdLx ififswrlErcatxlcttaa s wf'iyrr.'-r'Y’VfW*/***- Isa. a nrevltrsicprwarrcr arc s.i.nttriw trcaci'*,<14::it>,' vxjrealitgtoirc xrzzrccproper-, cr Is «= ire srvae .vtr-n.YlAlr^r^rlhy r.AakrAA^i.rrMOiti.viny lf-*t«AMr.A .ycirrtp<'.-rUrY:Kinp.a.-y-tt. .t-fftotM* p<r*?Maya.iivlhirA .yr.7,rrr;aaa-ci wtrr VI<tiy*ffy-tr a i.ru^entf .1 cal.i .lar\ »«।-vy x.hrrvsi.rr.Klir-.il.'.ar.e MA.i-ar.'ccyrfCT-fAt'M:h Rnt jr-.'..r Rai.*. ST) Ontijrt.jA CH 3 ryr.i. taro.iry.vrrx'T s r.igy.iri(. ir.-. raMir j.Yyr.i.re.-jrr yEuraycafftot it.-. CH.-r ct J-i.p.airo-rtrr r.rlrariter. al
NEW YORK only:
rrAL?7^azTr7Ae7r<5iix_fi^7^Ai<^7R74:^4!iZ:5’fr7rarir^
For ^Yr.-nAn.-’ca imu:;
n.t*. A..ni
PREMIUM PROTECTION PLAN: SERVICE CONTRACT
iricrzco.'4rccrr?T.Movccrx:a»ac< jxertre ’^r-tx Aawrerl e J»cr'XmiGaero tcc try, rclin- ire Serose .”Ateeirvi-.'.'.-||- -iU-wt« lAydfw v .'reWfe .-t^.-.reivcv AKiee»rex'.7« TV«rKlli' “04 vi ttil'ti In Jvl -Jer.-s I .'irVeivw Lr,».t l:iYi 1. « •- li •».if*
I*. '11 •»■»-■ i.bi'ii iMfUrvtwAj'fMiwik«««l 4 Il-
’
il 1 «• I •«*.।*i -il
<0 "totAr.wrlAlKterMlI p.ay act xty rfxn(1<i5 xroAii .v irclt ata rrorr. hrUrr.l ma.k *t >r "try (33; diypcftElutr “-xSa^cc^xx-ncYtclba -crrriaraKc ttcm.-ro/errt; »Xr cryia-rc cnzral aucnxcrfltltaEzrvicz ijjeerrar ilta scnhvccatxl'maaMx^Aj-zattcrt; YXtwl ribwriter traole rouatdxrlxr «4z;sa-iaxt -llzat'jwdxr&prs-tc xr^UBaTwin-.xr^esaixrcaxciaier..•■dxnsrxar z wrcoJTS13 tivojerlsr mxrrc esevr kr wt addliTiiariviTSfim.ci II v vv.il- er. v irxe H -11» nmerl3.vr v aukaterlel v v®U- v JJit*:I? Yvj “Hru ,..0» wnljTMVjiin.*
NORTH CAROLINA only
(ihMn'M-mvftKAiwiihi mikIimi. *lh . :k In- «m ifi<- rn TtwA.IHx>4 . 1® y.• -III F.h .i >- M>,rt ..r^ywti. 1 »Uhii.i.rM.7iriM M Ml i yki *. >.

YruRAMao Ar.-.-..-.wrt At.iv.'l KMkfi a f.tt.--r- Kf^xr. ka»lta>itotf tf Anyr.d'* aUr. atdlasA^ orr.htr.r fMtf tor pa-xrl 7 3ti; d1xarcjtctIt 2 -fiW
OKLAHOMA only:

Jeai?x."iiix: Vomsc WararT,lkck:Nd s—'J. 'Jr.'. ir«err 3iixusrQ0catB*xL 'Jd.xrccriaxl'XCD-ir s server 'Mwri. 5 xipva-ai.tw trite Lxfctsri xu-anse :.<»«(hr.'tw-j-aa.tr M/ee*’erl''ojcax» U e ’Jc »ne .“peerretr. 1'51 st al xsetro? rehrdcoJltorixY.- xrccrlit’JM; cl:x xcarc; tsreo puu-«? a vc a*r antler cat *l»rt>xn-l l-tr ^31 pknere Jt laA vjj oelr»ji«»ikM 1 lire *>n.’AY vw t* l-ie iw«.re ^jicern. Yw si fl retrewr reArv •Tf hl ill w 1 I IH I ••IIM < |1'VM)./|| »> 1,mi w I
'IMm lil:i«.»i:»--x.||-.::Ji:(«t.»<.i*l~H.wl
Oregon only:
'lr a)Mi Ar[.Ar '/Ft Kll.iturr. Ad'U'ta* rv vrrr»r**r. wl Ii.^i .»rAA.I'.'lt 'Kpar* TYa Arx-|iMrAf>v.7l Mn.»t'-t. 1 » ' I tjtoallyii 4Dt V ItHKitrna AgiMm'H-r
southCarolinaonly:
waVc rr.pro-'arr.Arrajc to ItacffMradrredn.'t.p.*£Mf4trY>iri tKn.al “lAEan.T.a Af.w.Awtct.AArtf ceddct ccrorapc hrprc^sirc xrcrcx The S^v^A^^ixrtDD^irrcc-tr rerJ xccwrcri ixssstslca ay Bwctarsy cstf-.ra i-arr 1i ax' wtwclTs-ira-irarcI xs atdc^snrter stiYt^cciatnecxrdsroeralh iKrilaiaref1tpsxMiaxario cr.- ei » ret va ti < iMtreU* ts« reftMeWeme Iv v jh*J YvJ^ludiaii'r-ikMr catiMM?eflr a v ea«3«r 7 ve m merer rjijecc-Ait. v«a ir»/ ivUi-iU k .'.jre-B-i»uncw u- ^'.'i -Jef.sU lire ktK 11 1Lerter ''Mwret iwa»rreire'J»wvj •• wlliiM p|| m *«MVti> Ay-M'a>i i Mlinw./*i* ‘Yru -i®'h 1 :: lin A^tfMUM1 Avnearil-xliI pi.«xm .Yf.a*?l Umflitto In /'•j Toatrz x*'v xroeklnttfitI- Xyaaxrl..iaa* mr»:r.- Ynt.'^lr9 -rale- The Acernaraterwl pyraDDvit.cfLhxrccr;io*t:pa-rraXicr a —jaditai 4 terracereirniertyJbx ;45; c»,sy TiJ-nortrc y?--tx '-Dre?-ncri id ix/d-irelrel:*. ircseprc-.'ccrsepttoDivtolt: a ona ptrcxwffixy:v».'qTsm?X r :k eststiure •'at-raW<M< car-xk lie '.rervKre ''Mwrwi JeMutre.reiv -ti••« *
*ii.reTrrlev .atw a.Yvctl*l «j v*»
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- in 'c-ijumv iT^r a;
1/2024 Version 1.0
Exhibit F
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 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, officers, directors, employees, agents, advisors, and consultants (collectively “representatives”) of Consultant Item 3
Attachment 2
Draft Franklin Energy Services Agreement
1/2024 Version 1.0
who have a “need to know” such Confidential Information in the course of their duties with respect to the Consultant program and who agree to be bound by the nondisclosure and confidentiality obligations of this Agreement. Prior to disclosing any Confidential Information to its employees or representatives, Consultant shall require such employees or representatives to whom Confidential Information is to be disclosed to review this Agreement and to agree to be bound by the terms of this Agreement. Consultant shall not disclose Confidential Information or otherwise make it available, in any form or manner, to any other person or entity that is not Consultant’s employee or representative (a “Third Party”), except where that Third Party has separately entered into a nondisclosure agreement with Authority. Without limiting Consultant’s obligation of confidentiality as further described herein, Consultant shall 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 seventy-two (72) hours of becoming aware of such occurrence; (b) cooperate with Authority in Item 3
Attachment 2
Draft Franklin Energy Services Agreement
1/2024 Version 1.0
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 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 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) be responsible for recreating lost Data in the manner and on the schedule set by Authority without charge to Authority; (g) 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 (h) 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 3
Attachment 2
Draft Franklin Energy Services Agreement
1/2024 Version 1.0
prevent any actions by Authority directly against such employees or representatives for improper disclosure and/or use. In no event shall Consultant or its employees or representatives take any actions related to Confidential Information that are inconsistent with holding Confidential Information in strict confidence. Consultant shall promptly 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. 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 3
Attachment 2
Draft Franklin Energy Services Agreement