Agenda packet — Silicon Valley Clean Energy Board of Directors, August 14, 2024 (part 1 of 4)

Page 1 of 4 ends

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

Gilroy, CA
Milpitas Police Department
1275 N. Milpitas Blvd
Milpitas, CA
Morgan Hill City Hall
17575 Peak Ave.

Morgan Hill, CA 95037
Teleconference Meeting
Webinar:
https://cityofcupertino.zoom.us/j/99933964632
Telephone (Audio Only):

US: +1 669-900-6833
Webinar ID: 999 3396 4632
Members of the public may also attend this meeting in person, or observe this meeting electronically by accessing the meeting via instructions above. Public Comments can be sent in advance of the meeting via email up to three hours before the meeting begins to Board Clerk Andrea Pizano at [email protected] and will be distributed to the Board of Directors. The public will also have an opportunity to provide comments during the meeting. Members of the public participating remotely and using Zoom may comment during public comment or the applicable agenda item by using the Raise Hand feature and you will be recognized by the Chair. Those using the telephone (audio only) feature should press star 9 on your phones to initiate the “Raise Hand” function in Zoom. You will then be announced, unmuted, and your time to speak will begin.

SILICON VALLEY <3/ CLEAN ENERGY

Page 2 of 4 ends

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

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

Consent Calendar (Action)
1a) Approve Minutes of the June 12, 2024, Board of Directors Meeting 1b) Approve Minutes of the June 25, 2024, Board of Directors Special Meeting
1c) Receive June 2024 Treasurer Report
1d) Receive FY24 Q3 Decarbonization Strategy and Programs Quarterly Report
1e) Authorize the Chief Executive Officer to Execute Amendment to Agreement with Ascend Analytics to Extend the Term from September 31, 2024 Through March 31, 2025 and Increase the Not to Exceed Amount from $1,311,754 to $1,426,944 for Portfolio Management Consulting Services
1f) Authorize the Chief Executive Officer to Execute Amendment to Agreement with ev.energy to Extend the Term from May 13, 2025 Through December 31, 2025 and Increase the Not to Exceed Amount from $650,000 to $973,000 for GridShift: EV Charging Program SILICON VALLEY <3/ CLEAN ENERGY

Page 3 of 4 ends

Tina Walia, Chair
City of Saratoga
George Tyson, Vice Chair
Town of Los Altos Hills
Elliot Scozzola
City of Campbell
Sheila Mohan
City of Cupertino
Zach Hilton
City of Gilroy
Sally Meadows
City of Los Altos
Rob Rennie
Town of Los Gatos
Evelyn Chua
City of Milpitas
Bryan Mekechuk
City of Monte Sereno
Yvonne Martinez Beltran
City of Morgan Hill
Pat Showalter
City of Mountain View
Larry Klein
City of Sunnyvale
Otto Lee
County of Santa Clara
svcleanenergy.org
333 W El Camino Real
Suite 330
Sunnyvale, CA 94087
1g) Authorize the Chief Executive Officer to Submit a Letter of Commitment to the City of San Jose Confirming the Authority’s Participation as a Subrecipient in a Charging and Fueling Infrastructure Grant Application and to Negotiate and Execute Documents Necessary to Administer the Grant if the Application is Awarded
1h) Receive July 2024 Update for All Retail Rates
1i) Authorize the Chief Executive Officer to Execute a Three-Year Agreement with J.D. Power for a Total Not to Exceed Amount of $284,000 for the EV Finder Tool on the SVCE eHub
1j) Authorize the Chief Executive Officer to Execute an Amended and Restated Agreement with Richards, Watson, & Gershon to Extend the Term from September 30, 2024 Through September 30, 2025 and Increase the Not to Exceed Amount from $215,000 to $430,000 for Legal Services
1k) Authorize the Chief Executive Officer to Execute Amendment to Agreement with Camus Energy to Extend the Term from September 9, 2024 Through September 8, 2025 and Increase the Not to Exceed Amount from $488,000 to $664,000 to Continue Data Analytics Platform Services
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
1m) Adopt Resolution Amending SVCE Conflict of Interest Code to Add Multiple Positions
1n) Receive 2024 Legislative Responses to Industry Transition Ad Hoc Committee Report
1o) Receive Executive Committee Report
1p) Receive Finance and Administration Committee Report 1q) Receive California Community Power Report
1r) Receive Audit Committee Report
Regular Calendar
2) CEO Report (Informational)
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 SILICON VALLEY <3/ CLEAN ENERGY

Page 4 of 4 ends

SILICON VALLEY

CLEAN ENERGY
Revised: February 7, 2024
1 SVCE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Page 1 of 6 ends

Silicon Valley Clean Energy Authority
Board of Directors Meeting
Wednesday, June 12, 2024
7:00 pm
Cupertino Community Hall
10350 Torre Avenue
Cupertino, CA
Milpitas Police Department
1275 N. Milpitas Blvd
Milpitas, CA
2302 Zanker Road
San Jose, CA
TownePlace Suites Sacramento Rancho Cordova
11212 Point East Drive
Rancho Cordova, CA
2352 Middlefield Rd.

Markham, ON L3S 4T6
Canada
Villanueva 547
M5507 Lujan de Cuyo
Mendoza, Argentina

DRAFT MEETING MINUTES
Call to Order:

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

Roll Call

Present:

Tina Walia (Chair), Saratoga
George Tyson (Vice Chair), Los Altos Hills
Elliot Scozzola, Campbell
Sheila Mohan, Cupertino
Rebeca Armendariz, Gilroy (participated remotely)
Sally Meadows, Los Altos
Rob Rennie, Los Gatos
Evelyn Chua, Milpitas (participated remotely, arrived at 7:12 p.m.) Bryan Mekechuk, Monte Sereno (participated remotely)
Tanya Carothers, Morgan Hill (participated through 8:50 p.m.) Yvonne Martinez Beltran, Morgan Hill (arrived at 8:50 p.m.) Pat Showalter, Mountain View (participated remotely, arrived at 7:05 p.m.) Larry Klein, Sunnyvale
Otto Lee, Santa Clara County (participated remotely)
Item 1a Draft Minutes: 6/12/24 Board of Directors Meeting SILICON VALLEY \3/ CLEAN ENERGY

Page 2 of 6 ends

Absent:

None.

Public Comment on Matters Not Listed on the Agenda
John McKenna commented on a recent webinar, Code Red for Humanity: Clean Air, Healthy Bay Area held on May 9, 2024, which was recorded and is available on Acterra’s website (acterra.org/advocacy/code-red), and spotlighted a document created by SPUR and their partners in the Bay Area Clean Coalition titled “A Toolbox for Transitioning to Zero-Pollution Equipment”.

Chuck R. commented on CCA support for regional adoption of an alternative form of local municipalization, similar to San Jose, across the Silicon Valley Clean Energy service territory.

Following the Public Comment period on non-agendized items, Chair Walia announced Item 4) Results of Stress Test Analyses, and Item 5) FY 24-25 Budget Framework, would be heard before Item 3) Consider Staff’s Recommendation to Modify 2025 Clean Power Supply Offering for GreenStart due to the content of the items; there were no objections from the Board.

Consent Calendar
Chair Walia opened Public Comment.

Mike Balma, Carbon Free Mountain View board member, commented on Item 1g) Approve July 2024 Rates Update in Alignment with SVCE’s 4% Budgeted Discount Rate for All Retail Rates and the 4% discount for customers, noting SVCE may have gone too far in providing discounts if SVCE cannot afford to be clean anymore.

Chair Walia closed Public Comment.
1a) Approve Minutes of the May 8, 2024, Board of Directors Meeting 1b) Receive April 2024 Treasurer Report
1c) Authorize Payments Totaling $3,054,971 for the California Community Choice Association and $1,270,327 for California Community Power Membership Costs 1d) Authorize the Chief Executive Officer to Execute a Third Amendment to the Peninsula Clean Energy Cost Share Agreement to Extend the Term Through December 31, 2026 and Increase SVCE’s Amount to $1,090,000 for Technical Support for the Reach Code Program 1e) Authorize the Chief Executive Officer to Negotiate and Execute a Memorandum of Agreement for an EPA Climate Pollution Reduction Grant
1f) Authorize the Chief Executive Officer to Amend Agreement with Power MC LLC to Increase the Not to Exceed Amount by $121,613 to $545,797 for Business Process Optimization Project Consulting Services
1g) Approve July 2024 Rates Update in Alignment with SVCE’s 4% Budgeted Discount Rate for All Retail Rates
1h) Executive Committee Report
1i) Finance and Administration Committee Report
1j) California Community Power Report
1k) Additional Committee Reports
MOTION: Director Lee moved and Director Chua seconded the motion to approve the Consent Calendar, Items 1a through 1k.

The motion carried with Alternate Director Armendariz absent.

Item 1a Draft Minutes: 6/12/24 Board of Directors Meeting

Page 3 of 6 ends

Regular Calendar
2) CEO Report (Informational)
CEO Monica Padilla reported the following:
1) Introductions of the following new employees, who provided brief welcome comments:
a. Simon Steiner, Wholesale Energy Market Planner
b. Colton Heath, Energy Trading Planner
c. Rebecca Dawson, Decarbonization Data Analyst Intern
d. Scott Wrigglesworth, Director of Risk Management and Analytics 2) Julianne Miller, Climate Corps Fellow, provided information on the SVCE Education Fund and the EmPower Silicon Valley student short-film competition. A winning submission video was shown; 3) SVCE received the Climate Bond Award with the California Community Choice Financing Authority (CCCFA) for Largest US Green Municipal Issuer of 2023; and 4) SVCE’s participation in Climate Night with the San Jose Giants on 6/13/24.

Chair Walia opened Public Comment.

No speakers.

Chair Walia closed Public Comment.

Following the CEO Report, the Board heard Item 4) Results of Stress Test Analyses. 3) Consider Staff’s Recommendation to Modify 2025 Clean Power Supply Offering for GreenStart (Action)
This item was considered following Item 5) FY 24-25 Budget Framework. Director Martinez Beltran arrived at 8:50 p.m. and switched places at the dais with Alternate Director Carothers to represent the City of Morgan Hill.

Chair Walia thanked the members of the public who submitted written comment on this item prior to the board meeting.

Kris Van Vactor, Director of Power Supply, presented the item with a request to support staff’s recommendation to approve changes to SVCE’s standard retail rate product, GreenStart, for 2025 as follows:

1. Relax the 100 percent clean target to reflect current portfolio clean position and market conditions; and

2. Authorize the Chief Executive Officer to procure nuclear, carbon-free, attributes.

The presentation included:
• Background on GHG reduction goals;
• SVCE product offerings for 2024;
• Board directive for 2024 procurement of carbon free resources; • Continued challenges with carbon-free energy procurement for 2025; • SVCE’s total portfolio and incremental costs; and
• Options for GreenStart.

Staff responded to questions from the Board regarding carbon offsets and emissions reductions; the difficulty in procuring carbon free power and the potential cost to do so; confirmation from staff that if conditions were to change and there was an influx of carbon free resources and pricing became more reasonable, staff would pursue those resources; SVCE’s GreenStart historical target; clarification that the clean target identified will be a floor while still trying to reach a 100% clean target; how SVCE compares to PG&E; and if an additional product could be developed that would be 100% clean.

Chair Walia opened Public Comment.

John S., Mountain View resident, commented his concerns about moving away from the 100% clean energy goal and his belief that SVCE should maintain that goal if the conditions allow it.

Item 1a Draft Minutes: 6/12/24 Board of Directors Meeting

Page 4 of 6 ends

Mike Balma, Carbon Free Mountain View board member, agreed with John S.’s comments and voiced his concern that SVCE is sacrificing its value proposition if not meeting PG&E and maintaining a 100% clean energy target. Mr. Balma encouraged the SVCE Board of Directors to increase the budget to procure more carbon-free resources.

Chair Walia closed Public Comment.

Board members discussed staff’s recommendation and provided comments on the proposed target goal, budget, and overall electrification.

Director Lee moved to accept staff’s recommendation, with the following additions:
• SVCE would still maintain an aspirational goal of being 100% green; • The 80% target goal identified is a minimum and SVCE would still target 85-90% short-term to allow us to maintain our reserve targets that are essential for the next several years, and • Approve staff to procure nuclear, carbon-free, attributes.

Chair Walia reopened Public Comment.

Bruce N. commented on the quick data cycle, so people will know if an opportunity arises.

Chair Walia closed Public Comment.

Board members clarified with Director Lee and staff the minimum floor being referenced in the motion (the current position which is 80% but can change) and percentage that would be used for budgeting purposes (90%).

MOTION: Director Lee moved and Director Martinez Beltran seconded the motion to approve changes to Silicon Valley Clean Energy’s (SVCE) standard retail rate product, GreenStart, for 2025 as follows:

1. Relax the 100 percent clean target to reflect current portfolio clean position and market conditions with a minimum floor of SVCE’s current position, and a short-term target of 85- 90% with direction to staff to continue to work toward SVCE’s 100% clean goal;

2. Authorize the Chief Executive Officer to procure nuclear, carbon-free attributes.

The motion carried unanimously by verbal roll call vote.

Following this item, the Board heard Item 6) Intro to 2025 Strategic Plan and Strategic Focus Areas. 4) Results of Stress Test Analyses (Discussion)
This item was heard following the CEO Report.

Amrit Singh, CFO and Director of Finance and Administration, presented the findings of SVCE’s stress test analyses. Highlights of the presentation included:
• A recap of the Energy Risk Management framework;
• Construction of the stress tests;
• Financial stress tests and implied reserve targets;
• Portfolio and Risk Management with load growth uncertainty; and • Next steps
Staff responded to questions and comments from the Board including load and price uncertainty, prior stress tests and frequency, and energy prices and hedging.

Chair Walia opened Public Comment.

No speakers.

Chair Walia closed Public Comment.

Item 1a Draft Minutes: 6/12/24 Board of Directors Meeting

Page 5 of 6 ends

5) FY 24-25 Budget Framework (Discussion)
CFO and Director of Finance and Administration Singh presented the framework for the FY24-25 budget for feedback. The main areas of discussion included:
• Revenue modeling, which was done with power charge indifference adjustment (PCIA) and PG&E generate rate uncertainty;
• Customer discount rate, additional funding for programs, and set aside for reserves; • Power supply costs; and
• Other cost drivers
Staff noted the next steps would be to prepare the draft budget for the Finance and Administration Committee’s review and bring to the Board of Directors in August. The adoption of the budget would occur in September.

Chair Walia opened Public Comment.

No speakers.

Chair Walia closed Public Comment.

Following this item, the Board considered Item 3) Consider Staff’s Recommendation to Modify 2025 Clean Power Supply Offering for GreenStart.
6) Intro to 2025 Strategic Plan and Strategic Focus Areas (Discussion) This item was heard following Item 3) Consider Staff’s Recommendation to Modify 2025 Clean Power Supply Offering for GreenStart. Director Mekechuk left the meeting at 9:51 p.m.

CEO Padilla presented the item on the 2025 Strategic Plan and Focus Areas, provided an overview of the process, reviewed the existing Strategic Focus Areas (SFAs), and highlighted progress on the next fiscal year SFAs. CEO Padilla presented a draft of the proposed SFAs for FY25 (in no particular order):
• Expand Clean & Reliable Grid Actions
• Expand Customer Base Interaction
• Accelerate Building Transportation and Electrification • Attract and Retain Employees
• Affordability
Chair Walia opened Public Comment.

No speakers.

Chair Walia closed Public Comment.
7) Local Agency Action Planning (Informational)
Zoe Elizabeth, Deputy Director of Decarbonization Programs and Policy, provided a status update on the Bay Area Air Quality Management District rule, and agency readiness planning.

Chair Walia opened Public Comment.

No speakers.

Chair Walia closed Public Comment.

Board Member Announcements and Future Agenda Items
Director Klein invited all to a drone show for July 4, 2024 at Baylands Park in Sunnyvale.

Item 1a Draft Minutes: 6/12/24 Board of Directors Meeting

Page 6 of 6 ends

Director Showalter announced the City of Mountain View Council Sustainability Committee met and concluded to support staff’s recommendation to put in immediately a phase 1 pre-wiring requirement for all construction and will work with SVCE on what will be appropriate for next year as the building code cycle moves forward. Director Showalter shared an invite to a Technology Showcase on July 24, 2024 at the Civic Center Plaza.

Adjourn
Chair Walia adjourned the meeting at 10:04 p.m. in memory of Jesse Park, former SVCE employee.

ATTEST:
_____________________________
Andrea Pizano, Board Secretary
Item 1a Draft Minutes: 6/12/24 Board of Directors Meeting

Page 1 of 2 ends

Silicon Valley Clean Energy Authority
Board of Directors Special Meeting
Tuesday, June 25, 2024
10:00 am
Silicon Valley Clean Energy Office
333 W. El Camino Real, Suite 330
Sunnyvale, CA
10158 Cass Place
Cupertino, CA
Milpitas Police Department
1275 N. Milpitas Blvd
Milpitas, CA

DRAFT MEETING MINUTES
Call to Order:

Chair Walia called the meeting to order at 10:04 a.m.

Roll Call

Present:

Tina Walia (Chair), Saratoga
George Tyson (Vice Chair), Los Altos Hills
Elliot Scozzola, Campbell
Sheila Mohan, Cupertino (participated remotely, arrived during Closed Session) Sally Meadows, Los Altos
Evelyn Chua, Milpitas (participated remotely)
Bryan Mekechuk, Monte Sereno
Pat Showalter, Mountain View
Larry Klein, Sunnyvale

Absent:

Zach Hilton, Gilroy
Rob Rennie, Los Gatos
Yvonne Martinez Beltran, Morgan Hill
Otto Lee, Santa Clara County
Public Comment on Matters Not Listed on the Agenda
No speakers.

Public Comment on Closed Session
No speakers.

Closed Session
The Board of Directors convened to Closed Session at 10:06 a.m. Director Mohan arrived during the Closed Session item.

Item 1b Draft Minutes: 6/25/24 Board of Directors Special Meeting SILICON VALLEY \3/ CLEAN ENERGY

Page 2 of 2 ends

CONFERENCE WITH LEGAL COUNSEL—EXISTING LITIGATION
(California Government Code Section 54956.9(d)(1))
Name of case: Central Coast Community Energy, a California joint powers authority; Silicon Valley Clean Energy Authority, a California joint powers authority v. Big Beau Solar, LLC, et al, Santa Clara County Superior Court Case No. 22CV398156
The Board of Directors returned from Closed Session at 11:10 a.m.

Report from Closed Session
Chair Walia announced the Board met in Closed Session and reached a consensus on the item. SVCE General Counsel, Michael Callahan, announced the Board authorized staff to appeal a ruling in the contract dispute between Central Coast Community Energy, Silicon Valley Clean Energy Authority, and Big Beau Solar, LLC in the case pending in Santa Clara County Superior Court Case No. 22CV398156.

Adjourn
Chair Walia adjourned the meeting at 11:11 a.m.

ATTEST:
_____________________________
Andrea Pizano, Board Secretary
Item 1b Draft Minutes: 6/25/24 Board of Directors Special Meeting 1 TREASURER REPORT
Fiscal Year to Date
As of June 30, 2024
(Preliminary & Unaudited)
Issue Date: August 14, 2024
Table of Contents
Page
Summary 2-3
Statement of Net Position 4
Statement of Revenues, Expenses & Changes in Net Position 5 Statement of Cash Flows 6-7
Actuals to Budget Report 8-11
Monthly Change in Net Position 12
Investments Report 13
Customer Accounts and Aging Report 14
Certificate of Compliance 15
SVCE Managed Account & Security Transactions 16-21
Item 1c June 2024 Treasurer Report
SILICON VALLEY <3/ CLEAN ENERGY
2

Page 1 ends

Balance Sheet Highlights:
> SVCE operations resulted in a change in net position of $18.3 million for the month of June and $123.4 million for fiscal-year-to-date (FYTD).* > Total Net Position increased further to $448 million. > SVCE is investing ~95% of available funds generating FYTD interest/dividend income of over $15.6 million. *Does not yet recognize unspent program dollars
**For reconciliation purposes, budget numbers include actual program expenses and depreciation, excludes GASP 87 expenses.

SVCE Yield-bearing Accounts:

Combined Ending Balance* 397.2 M
Total Interest/Div. Earned FYTD 15.6 M
Average Return On Investments** 5.2%
* Includes River Bank accounts - Money Market, Collateral and ICS; CAMP; PFM Portfolio ** Average annualized Yield for the current month

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights* ($ in millions)
June 30, 2024
330.2 M
448.0 M
0 M
80 M
160 M
240 M
320 M
400 M
480 M
0 M
5 M
10 M
15 M
20 M
25 M
30 M
Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept Net Position Change in Net Position Change in Net Position*
Net Position (Right Y-Axes) Mid-Year Budget (Left Y-Axis)** Actual (Left Y-Axes) 243
273 289 293 307 323 337 342 357
0 50
100
150
200
250
300
350
400
450
500
Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept
Days Cash on Hand (DCOH)
DCOH* Maximum Reserves Target Reserves Minimum Reserves $ 15,556.4 K
$ 1,312.2 K
$ 2,670.2 K
$ 1,928.0 K
$ 2,151.1 K
$ 908.1 K
$ 1,644.9 K
$ 1,174.1 K
$ 1,962.2 K $ 1,805.7 K
$ 0 K
$ 2,000 K
$ 4,000 K
$ 6,000 K
$ 8,000 K
$ 10,000 K
$ 12,000 K
$ 14,000 K
$ 16,000 K
$ 0 K
$ 500 K
$ 1,000 K
$ 1,500 K
$ 2,000 K
$ 2,500 K
$ 3,000 K
$ 3,500 K
$ 4,000 K
Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept
Investment Income*
Actual Cumulative Budget Actual
River City Bank
Accounts
8%
California Asset Management
Program (CAMP)
53%
PFM Asset Management
Investment Portfolio
39%
SVCE Accounts
*Includes investment income from SVCE Yield-bearing accounts plus interest on cash collateral *Adjusted to reflect the Mid-Year Budget (approved in March 2024) revisions Item 1c June 2024 Treasurer Report
Illi
3

Page 2 ends

Summary of Actual Results vs. Adjusted Budget (includes allocated but unspent program dollars):
> FYTD operating margin of $133.9 million or 35.7% is slightly below the Mid-Year budget expectations of 36.4% operating margin for the fiscal year to date. > FYTD Power Supply costs are -1.06% below Mid-Year budget. > Retail GWh sales for the month of June and FYTD landed 3.9% below and 0.3% above Mid-Year budget respectively.

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

Revenue 49.2 M 58.4 M -15.8% 374.9 M 382.9 M -2.1%
Power Supply Cost 29.5 M 30.8 M -4.3% 240.9 M 243.5 M -1.1% Operating Margin 19.7 M 27.6 M -28.8% 133.9 M 139.4 M -3.9% Operating Expenses (ex Power) 2.3 M 2.8 M -17.4% 19.4 M 23.8 M -18.4% Other Non-Op. Expen. (Income) -1.9 M -1.1 M 74.5% 39.1 M 45.8 M -14.6% Net Increase in Available Fund
Balance 19.2 M 25.9 M -25.7% 75.4 M 69.8 M 8.0%
Customer Load Statistics:

Total Accounts 279,885
Opt-Out Accounts (Month) 40
Opt-Out Accounts (FYTD) 499
Opt-Up Accounts (Month) (98)
Opt-Up Accounts (FYTD) (200)
Program Funds:

General Program Fund
CRCR Fund*
Electrification Discount Fund
Building Fund
* Customer Relief and Community Resilience Fund
** The financial results in this report are preliminary and subject to change pending closing of the books for the fiscal year. Any potential changes are not expected to be significant. $ - $ 20,000,000 $ 20,000,000 $ -
October - December - mainly reflects lower operating expenses and higher investment income as revenue and power supply cost were actualized during the Mid-Year budgeting.
$ 56,617,120 $ 82,469,446 $ 31,062,000 $ 5,209,674
$ 5,483,032 $ 8,516,905 $ 4,300,000 $ 1,956,377
Staffing vacancies, underrunning professional services, and lower marketing expenses Reflects higher Interest Income
Reflects budgetary transfers to program and other funds

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights** ($ in millions)
June 30, 2024
June Fiscal YTD
January - April - customer demand/revenues slightly above SVCEs mid-year forecast, while lower power supply cost and other operating expenses combined with higher interest income elevated the net position.

May - June - Revenues were below SVCE's mid-year budget forecast, especially for June, due to weaker customer demand.

Power supply expenses were significantly higher for the month of May because of lumpsum payments for renewable resource
attribute costs, which in the budget are spread throughout all months of the fiscal year.
$ 9,446,460 $ 9,279,282 $ - $ 167,178
Primarily due to lower sales in June, a high margin month Beginning Balance End Balance YTD Contributions YTD Expenditures Lower YTD costs due to decline in energy prices. Settlement timing increases offset by lower energy prices and CRR revenue 933 K
2,424 K
1,344 K
4,636 K
8,466 K
205 K
1,594 K
-7,339 K-6,666 K
-10 M
-8 M
-6 M
-4 M
-2 M
0 M
2 M
4 M
6 M
8 M
10 M
Oct Nov Dec Jan Feb Mar Apr May June
Net Increase in Available Fund Balance
Comparing Actuals to Mid-Year Budget
250,762
250,737
250,862
251,097
251,320
251,754
251,849
252,136
252,462
27,474
27,464
27,450
27,426
27,404
27,471
27,466
27,447
27,423
92%
93%
94%
95%
96%
97%
98%
-
50,000
100,000
150,000
200,000
250,000
300,000
Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug
Customer Accounts and Participation Rate
Res Accounts Com Accounts Customer Participation (Right Y-Axes) -12%
-9%
-6%
-3%
0%
3%
6%
9%
12%
-

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

90.3%
Personnel

3.4%
Contract
Services

3.8%
G & A

2.3%
Depreciation

0.2%
YTD Operating Expenses
Item 1c June 2024 Treasurer Report
1 1 1 1
r
r
4 Current Assets
Cash & Cash Equivalents $ 272,941,160
Accounts Receivable, net of allowance 41,021,362
Investments 49,521,398
Accrued Revenue 36,086,301
Other Receivables 7,045,935
Prepaid Expenses 1,023,913
Deposits 3,032,374
Restricted cash 166,647
Total Current Assets 410,839,090
Noncurrent assets
Capital assets, net of depreciation 406,972
Investments 111,657,481
Lease asset, net of amortization 481,500
Deposits 45,130
Total Noncurrent Assets 112,591,083
Total Assets 523,430,173
Current Liabilities
Accounts Payable 1,764,769
Accrued Cost of Electricity 44,829,115
Other accrued liabilities 1,541,088
User Taxes and Energy Surcharges due to other gov'ts 1,337,886 Supplier security deposits 375,000
Lease liability 533,768
Total Current Liabilities 50,381,626
Noncurrent Liabilities
Supplier security deposits 25,053,125
Total noncurrent liabilities 25,053,125
Total Liabilities 75,434,751
Net investment in capital assets 354,704
Restricted for security collateral 166,647
Unrestricted (deficit) 447,474,071
Total Net Position $ 447,995,422

NET POSITION

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF NET POSITION
As of June 30, 2024
ASSETS

LIABILITIES
Item 1c June 2024 Treasurer Report
5 OPERATING REVENUES
Electricity Sales, Net $371,759,643
GreenPrime electricity premium 1,774,858
Liquidated damages 1,291,500
Other income 26,290
TOTAL OPERATING REVENUES 374,852,291

OPERATING EXPENSES
Cost of Electricity 240,949,584
Contract services 10,076,154
Staff compensation and benefits 9,204,741
Other operating expenses 6,226,824
Depreciation 478,297
TOTAL OPERATING EXPENSES 266,935,600
OPERATING INCOME(LOSS) 107,916,691

NONOPERATING REVENUES (EXPENSES)
Interest Income 15,556,394
Financing costs (13,478)
TOTAL NONOPERATING REVENUES (EXPENSES) 15,542,916
CHANGE IN NET POSITION 123,459,607
Net Position at beginning of period 324,535,815
Net Position at end of period $447,995,422

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES
October 1, 2023 through June 30, 2024

AND CHANGES IN NET POSITION
Item 1c June 2024 Treasurer Report
6 CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers $ 383,015,320
Receipts of liquidated damages $ 1,216,500
Receipts of security deposits 32,260,840
Other operating receipts 15,290
Payments to suppliers for electricity (284,073,516)
Payments of security deposits (720,000)
Payments for other goods and services (17,163,470)
Payments for staff compensation and benefits (9,368,524) Tax and surcharge payments to other governments (6,655,880) Net cash provided (used) by operating activities 98,526,560

CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES
Finance costs paid (13,478)
Net cash provided (used) by financing activities (13,478)

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Payments of lease liability (389,115)
Acquisition of capital assets (117,910)
Net cash provided (used) by capital and related
financing activities (507,025)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments (114,209,434)
Proceeds from investment sales 43,343,365
Investment income received 15,273,314
Net cash provided (used) by investing activities (55,592,755) Net change in cash and cash equivalents 42,413,302
Cash and cash equivalents at beginning of year 230,694,505 Cash and cash equivalents at end of period $ 273,107,807 Reconciliation to the Statement of Net Position
Cash and cash equivalents (unrestricted) $ 272,941,160
Restricted cash 166,647
Cash and cash equivalents $ 273,107,807

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF CASH FLOWS
October 1, 2023 through June 30, 2024
Item 1c June 2024 Treasurer Report
7 Operating Income (loss) $ 107,916,691
Adjustments to reconcile operating income to net cash
provided (used) by operating activities
Depreciation expense 478,297
(Increase) decrease in accounts receivable 8,868,031
(Increase) decrease in other receivables (1,528,370)
(Increase) decrease in accrued revenue (5,654,179)
(Increase) decrease in prepaid expenses 329,264
(Increase) decrease in current deposits 22,570,105
Increase (decrease) in accounts payable (1,082,469)
Increase (decrease) in accrued cost of electricity (33,811,063) Increase (decrease) in accrued liabilities 266,646
Increase (decrease) in energy settlements payable 35,646 Increase (decrease) in taxes and surcharges due to other governments (388,914) Increase (decrease) in supplier security deposits 526,875 Net cash provided (used) by operating activities $ 98,526,560

CASH PROVIDED (USED) BY OPERATING ACTIVITIES

SILICON VALLEY CLEAN ENERGY AUTHORITY
STATEMENT OF CASH FLOWS (Continued)
October 1, 2023 through June 30, 2024

RECONCILIATION OF OPERATING INCOME (LOSS) TO NET
Item 1c June 2024 Treasurer Report
8 FYTD FYTD FY 2023-24 FY 2023-24 `
OPERATING REVENUES Actual Mid-Year Budget $ % Mid-Year Budget Remaining Budget Energy Sales $371,759,643 $381,533,831 -$9,774,188 -2.6% $550,852,000 $179,092,357 Green Prime Premium 1,774,858 1,354,111 $420,747 31.1% 1,962,000 187,142 Other Income 1,317,790 37,500 1,280,290 3414.1% 50,000 (1,267,790) TOTAL OPERATING REVENUES 374,852,291 382,925,442 (8,073,151) -2.1% 552,864,000 178,011,709

ENERGY EXPENSES
Power Supply 240,949,584 243,542,368 (2,592,784) -1% 365,617,000 124,667,416 Operating Margin 133,902,707 139,383,074 (5,480,367) -4% 187,247,000 53,344,293

OPERATING EXPENSES
Data Management 2,365,697 2,559,375 (193,678) -8% 3,413,000 1,047,303 PG&E Fees 895,875 1,102,500 (206,625) -19% 1,470,000 574,125 Salaries & Benefits 9,204,741 10,829,204 (1,624,463) -15% 14,818,000 5,613,259 Professional Services 3,776,291 6,157,856 (2,381,565) -39% 8,210,000 4,433,709 Marketing & Promotions 659,259 937,125 (277,866) -30% 1,250,000 590,741 Notifications 142,558 236,250 (93,692) -40% 315,000 172,442 Lease 399,005 413,438 (14,433) -3% 551,000 151,995
General & Administrative 1,977,607 1,568,464 409,143 26% 2,091,000 113,393 TOTAL OPERATING EXPENSES 19,421,033 23,804,212 (4,383,179) -18% 32,118,000 12,696,967 OPERATING INCOME/(LOSS) 114,481,674 115,578,862 (1,097,188) -1% 155,129,000 40,647,326

NON-OPERATING REVENUES
Investment Income 15,556,394 9,650,450 5,905,944 61% 12,867,000 (2,689,394) TOTAL NON-OPERATING REVENUES 15,556,394 9,650,450 5,905,944 61% 12,867,000 (2,689,394)

NON-OPERATING EXPENSES
Financing 1,816 2,250 (434) -19% 3,000 1,184

CAPITAL EXPENDITURES, TRANSFERS,
& OTHER
Capital Outlay 107,404 37,500 69,904 186% 50,000 (57,404) Transfer to Programs Fund 28,874,000 28,874,000 - 0% 28,874,000 - Nuclear Allocation 2,188,000 2,188,000 - 0% 2,188,000 - Transfer to Building Fund 20,000,000 20,000,000 - 20,000,000 - Transfer to CRCR Fund 4,300,000 4,300,000 - 0% 4,300,000 - Transfer from Electrification Discount Fund (167,178) - (167,178) n/a - 167,178 Transfer from CRCR Fund - customer bill relief (690,250) - (690,250) n/a - 690,250 TOTAL OTHER USES 54,611,976 55,399,500 (787,524) -1% 55,412,000 800,024

NET INCREASE(DECREASE) IN AVAILABLE
FUND BALANCE $75,424,276 $69,827,562 $5,596,714 8% $112,581,000 Variance

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2023 through June 30, 2024
Item 1c June 2024 Treasurer Report
9 ACTUAL/

MY BUDGET MID-YEAR
REVENUE & OTHER SOURCES: MY BUDGET ACTUAL REMAINING BUDGET Transfers in - General Programs $ 28,874,000 $ 28,874,000 $ - 100.0% Transfers in - Nuclear Allocation $ 2,188,000 $ 2,188,000 $ - 100.0% Total $ 31,062,000 $ 31,062,000 $ -
EXPENDITURES & OTHER USES:

Program expenditures* 27,099,994 5,209,674 21,890,320 19.2% Net increase (decrease) in fund balance $ 3,962,006 $25,852,326 Fund balance at beginning of period 56,617,120
Fund balance at end of period $82,469,446

ACTUAL/

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

Customer bill relief credit 4,300,000 690,250 3,609,750 16.1% Other program expenditures 3,535,082 1,266,127 2,268,955 35.8% Total Program expenditures 7,835,082 1,956,377 5,878,705 Net increase (decrease) in fund balance $ (3,535,082) 3,033,873 Fund balance at beginning of period 5,483,032
Fund balance at end of period $8,516,905

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2023 through June 30, 2024

CUSTOMER RELIEF & COMMUNITY RESILIENCY FUND

GENERAL PROGRAM FUND
BUDGETARY COMPARISON SCHEDULE*
October 1, 2023 through June 30, 2024
Item 1c June 2024 Treasurer Report
10 ACTUAL/

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

Program expenditures * 600,000 167,178 432,822 27.9%
Net increase (decrease) in fund balance $ (600,000) (167,178) Fund balance at beginning of period 9,446,460
Fund balance at end of period $9,279,282

ACTUAL/

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

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

BUILDING FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2023 through June 30, 2024

ELECTRIFICATION DISCOUNT FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2023 through June 30, 2024
Item 1c June 2024 Treasurer Report
11 Net Increase (decrease) in available fund balance
per budgetary comparison schedule $ 75,424,276
Adjustments needed to reconcile to the changes
in net position in the Statement of Revenues,
Expenses and Changes in Net Position
Subtract depreciation expense (478,297)
Subract program expense not in operating budget (6,475,801) Add back GASB 87 expenses not in operating budget 377,453 Add back transfer to Program fund 54,504,572
Add back capital asset acquisition 107,404
Change in Net Position 123,459,607

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGET RECONCILIATION TO STATEMENT OF

REVENUES, EXPENSES AND CHANGES IN NET POSITION
October 1, 2023 through June 30, 2024

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

OPERATING REVENUES
Electricity sales, net $ 37,692,603 $ 39,705,552 $ 41,967,181 $ 47,091,508 $ 43,545,848 $ 39,786,031 $ 36,600,812 $ 37,644,401 $ 47,725,707 $371,759,643 Green electricity premium 136,391 $ 117,438 $ 130,927 $ 144,552 $ 123,168 $ 345,167 $ 260,986 $ 282,540 $ 233,689 1,774,858 Liquidated damages - $ 75,000 $ - $ - $ - $ - $ - $ - $ 1,216,500 1,291,500 Other Income 2,500 $ 4,974 $ 5,850 $ 5,050 $ 2,316 $ 2,500 $ 475 $ - $ 2,625 26,290 Total operating revenues 37,831,494 39,902,964 42,103,958 47,241,110 43,671,332 40,133,698 36,862,273 37,926,941 49,178,521 - - - 374,852,291

OPERATING EXPENSES
Cost of electricity 31,160,273 $ 27,896,672 $ 20,303,980 $ 32,910,813 $ 24,261,713 $ 25,544,019 $ 18,409,487 $ 30,949,780 $ 29,512,847 240,949,584 Staff compensation and benefits 910,013 $ 913,400 $ 1,028,282 $ 1,060,468 $ 1,036,242 $ 1,062,728 $ 1,080,587 $ 1,100,405 $ 1,012,616 9,204,741 Data manager 253,895 $ 253,378 $ 253,607 $ 266,090 $ 266,560 $ 267,462 $ 267,463 $ 268,287 $ 268,955 2,365,697 Service fees - PG&E 98,425 $ 98,101 $ 104,757 $ 98,337 $ 98,296 $ 98,780 $ 98,791 $ 102,388 $ 98,000 895,875 Consultants and other professional fees 541,215 $ 504,693 $ 660,992 $ 742,608 $ 791,882 $ 871,701 $ 921,168 $ 721,975 $ 1,058,348 6,814,582 Other operating expenses 420,848 $ 324,106 $ 862,366 $ 1,239,599 $ 611,097 $ 817,661 $ 646,109 $ 605,490 $ 699,548 6,226,824 Depreciation 49,996 $ 56,455 $ 54,023 $ 52,427 $ 52,426 $ 52,839 $ 53,377 $ 53,377 $ 53,377 478,297 Total operating expenses 33,434,665 30,046,805 23,268,007 36,370,342 27,118,216 28,715,190 21,476,982 33,801,702 32,703,691 - - - 266,935,600 Operating income (loss) 4,396,829 9,856,159 18,835,951 10,870,768 16,553,116 11,418,508 15,385,291 4,125,239 16,474,830 - - - 107,916,691

NONOPERATING REVENUES (EXPENSES)
Grant income - $ - $ - $ - $ - $ - $ - $ - $ - -
Interest income 1,312,249 $ 2,670,244 $ 1,927,958 $ 2,151,056 $ 908,057 $ 1,644,880 $ 1,174,083 $ 1,962,201 $ 1,805,666 15,556,394 Financing costs (6,183) $ (10,369) $ (8,950) $ (9,232) $ (9,082) $ (8,625) $ (9,051) $ (8,763) $ 56,777 (13,478) Total nonoperating revenues (expenses) 1,306,066 2,659,875 1,919,008 2,141,824 898,975 1,636,255 1,165,032 1,953,438 1,862,443 - - - 15,542,916 CHANGE IN NET POSITION $ 5,702,895 $ 12,516,034 $ 20,754,959 $ 13,012,592 $ 17,452,091 $ 13,054,763 $ 16,550,323 $ 6,078,677 $ 18,337,273 $ - $ - $ - $123,459,607

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
October 1, 2023 through June 30, 2024
Item 1c June 2024 Treasurer Report
13 Ending Balance of SVCE Accounts: Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts $ 22,348,341 $ 32,458,101 $ 46,012,498 $ 22,314,142 $ 21,721,762 $ 26,843,555 $ 20,470,195 $ 22,637,918 $ 32,651,475 $ - $ - $ - California Asset Management Program (CAMP) $ 196,558,074 $ 184,428,757 $ 199,405,498 $ 232,403,050 $ 244,368,016 $ 261,500,705 $ 283,674,580 $ 240,821,584 $ 226,868,993 $ - $ - $ - PFM Asset Management Investment Portfolio $ 111,782,205 $ 112,312,183 $ 113,008,833 $ 113,738,828 $ 114,457,217 $ 114,334,972 $ 113,948,378 $ 165,446,465 $ 165,466,374 $ - $ - $ - Total Ending Balance $ 330,688,620 $ 329,199,041 $ 358,426,829 $ 368,456,021 $ 380,546,996 $ 402,679,232 $ 418,093,153 $ 428,905,967 $ 424,986,842 $ - $ - $ - Return On Investments:

Annual % Yield Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts 3.47% 3.58% 3.73% 3.90% 3.91% 4.05% 4.18% 4.23% 4.18% California Asset Management Program (CAMP) 5.56% 5.58% 5.55% 5.54% 5.50% 5.48% 5.44% 5.43% 5.43% PFM Asset Management Investment Portfolio 5.41% 5.42% 5.40% 5.31% 5.28% 5.24% 5.23% 5.19% 5.16% Average Return On Investments: 5.37% 5.33% 5.27% 5.37% 5.34% 5.32% 5.32% 5.27% 5.23% Interest Earned Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts $ 9,534 $ 9,534 $ 11,867 $ 17,766 $ 6,667 $ 11,034 $ 12,990 $ 10,887 $ 5,199 $ - $ - $ - California Asset Management Program (CAMP) $ 830,321 $ 870,683 $ 976,741 $ 997,552 $ 964,966 $ 1,132,689 $ 1,173,875 $ 1,147,004 $ 1,047,409 $ - $ - $ - PFM Asset Management Investment Portfolio * $ 1,112,927 $ 529,978 $ 696,650 $ 729,995 $ 718,389 $ (122,245) $ (386,594) $ 1,498,087 $ 19,909 $ - $ - $ - Total Interest and Investment Gains $ 1,952,782 $ 1,410,195 $ 1,685,258 $ 1,745,313 $ 1,690,022 $ 1,021,478 $ 800,270 $ 2,655,978 $ 1,072,517 * Includes change in current market value, unsettled trades and accrued interest CAMP Portfolio Statistics
As of June 30, 2024
Beginning of the Month Market Value $ 240,821,584
Ending of The Month Market Value $ 226,868,993
Yield at Market 5.43% Weighted Average Maturity (days) 38 PFM Portfolio Statistics
As of June 30, 2024
Portfolio Par Value $ 165,256,025
Portfolio Market Value (icl. Accrued Interest) $ 165,466,374 Yield at Cost 5.16%
Yield at Market 5.13%
Benchmark Yield* 4.89%
Portfolio Effective Duration (years) 1.41 Weighted Average Maturity (days) 637 *ICE BofA 0-3 Year U.S. Treasury Index
SVCE Investment Policy:
https://svcleanenergy.org/wp-content/uploads/2018/10/FP-08_Investments-Policy-F.pdf

SILICON VALLEY CLEAN ENERGY AUTHORITY

INVESTMENTS SUMMARY
October 1, 2023 through June 30, 2024

17.72%

14.15%

27.73%

31.43%

3.89% 5.08%

0.00%
0%
5%
10%
15%
20%
25%
30%
35%
0 - 6 Months 6 - 12 Months 1 - 2 Years 2 - 3 Years 3 - 4 Years 4 - 5 Years Over 5 Years Maturity Distribution
U.S. Treasury
Bond / Note
40%
Commercial
Paper
13%
CAMP Pool
2%
Federal Agency
Commercial
5%
Supra-National
Agency
1%
Corp. & Bank
Notes
16%
Certificate of
Deposit
8%
Asset-Backed
Security
15%
SVCE PFM Portfolio Investments
Repurchase
Agreements,

33.9%
Certificates of
Deposit, 26.2%
Commercial
Paper, 34.7%
US
Treasuries,

1.1%
Money Market
Funds, 0.1%
Corporate
Notes, 2.8%
Camp Pool Composition (based on market value)
Item 1c June 2024 Treasurer Report
14 October November December January February March April May June July August Sept YTD Retail Sales Actual (GWh) 312.6 302.5 327.8 334.1 310.1 317.0 300.6 309.8 321.5 2,836 Retail Sales Budget (GWh) 312.6 302.5 327.8 335.5 301.7 315.1 291.9 307.2 334.6 359.8 378.7 353.2 2,829 Load deviation from the Budget (Right Y-Axes) 0.0% 0.0% 0.0% -0.4% 2.8% 0.6% 3.0% 0.9% -3.9% 0.3% Customer Participation Rate Res 96.3% 96.3% 96.2% 96.2% 96.2% 96.2% 96.1% 96.1% 96.1% Customer Participation Rate Com 96.8% 96.7% 96.6% 96.6% 96.6% 96.6% 96.6% 96.6% 96.5% Total Accounts 278,236 278,201 278,312 278,523 278,724 279,225 279,315 279,583 279,885 279,885 Opt-Out Accounts 56 29 51 73 102 49 73 26 40 499
Opt-Up Accounts -18 -6 -5 -25 -11 -8 -27 -2 -98 -200

0.08 28.50
SVCE Arrearager Total for customers 31+ days late and 120+ days late Age Summary (as of 7/1/2024) Date Amount
<30 days $36,653,760 High 11/29/2021 $7.99M
<60 days $1,559,823 Low 4/17/2020 $2.54M
<90 days $947,706 Current 7/31/2023 $6.5 M
<120 days $634,792
Older $3,366,470
June 2024 FYTD
Bad Debt % (Actual)

0.31%

TOTAL DUE
Bad Debt % (Budget)

0.75%
Accounts Receivable Days
28 Days
$43,162,550

SILICON VALLEY CLEAN ENERGY AUTHORITY

RETAIL SALES, CUSTOMER ACCOUNTS AND AGING REPORT
• Green arrow indicates
receipt of $1.3M in Federal
CAPP funds.
• An additional $717K in
CAPP funding provided in
Winter 2023.
• Growth at red arrow
indicates short-term PG&E
billing-hold issue in Fall
2022 that was quickly
resolved.
'17-'18 '18-'19 '19-'20 '20-'21 21-'22 22-'23 23-'24
Total (L Axes) $308,552 $417,275 $415,187 $639,455 $885,995 $1,484,752 $1,152,818 % Revenue 0.12% 0.14% 0.14% 0.25% 0.23% 0.33% 0.31%
Av./Month (R Axes) $25,713 $34,773 $34,599 $53,288 $73,833 $123,729 $128,091 $-
$30,000
$60,000
$90,000
$120,000
$150,000
$180,000
$210,000
$240,000
$-
$200,000
$400,000
$600,000
$800,000
$1,000,000
$1,200,000
$1,400,000
$1,600,000
SVCE Write-offs By Fiscal Year
0 M
2 M
4 M
6 M
8 M
10 M
12 M
14 M
16 M
>120 Days 31+ Days
Item 1c June 2024 Treasurer Report
15 Item 1c June 2024 Treasurer Report
Silicon Valley Clean Energy June 30,2024
Certificate of Compliance
Acknowledged : PFM Asset Management LLC
During the reporting period for the month ended June 30, 2024 the account(s) managed by PFM Asset Management ("PFMAM") were in compliance with the applicable investment policy and guidelines as furnished to PFMAM.

Note: Pre- and post-trade compliance for the account(s) managed by PFM Asset Management is provided via Bloomberg Asset and Investment Management ("AIM"). 16 Item 1c June 2024 Treasurer Report
Managed Account Security Transactions & Interest For tiie Month Ending June 30, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type
Security Description CUSIP Par
Principal
Proceeds
Accrued
Interest Total
Realized G/L
Cost
Realized G/L
Amort Cost
Sale
Trade Settle Method
BUY
05/29/24 06/03/24 USAA CAPITAL CORP CORPORATE
NOTES
DTD 06/03/2024 5.250% 06/01/2027
903270097 715,000.00 (712.933.65) 0.00 (712,933.65)
06/03/24 06/11/24 NATIONAL AUSTRALIA BK/NY

CORPORATE NOTES
DTD 06/11/2024 5.087% 06/11/2027
632530AJ3 455,000.00 (455.000.00) 0.00 (455,000.00)
06/04/24 06/11/24 BMWOT 2024-A A3
DTD 06/11/2024 5.180% 02/26/2029
096919AD7 715.000.00 (714,891.39) 0.00 (714.891.39)
06/06/24 06/13/24 BACCT 2024-Al A
DTD 06/13/2024 5.250% 05/15/2029
05522RD34 1,030.000.00 (1,029.942.22) 0.00 (1.029,942.22) 06/12/24 06/13/24 US TREASURY NOTES
DTD 09/15/2023 4.625% 09/15/2026
91282CHY0 1,000,000.00 (997,460.94) (11,311.14) (1,008,772.08) 06/12/24 06/13/24 US TREASURY N/B NOTES
DTD 11/30/2023 4.875% 11/30/2025
91282OL6 2,000.000.00 (1,996,484.38) (3,463.11) (1,999,947.49) 06/12/24 06/13/24 US TREASURY N/B NOTES
DTD 05/15/2024 4.500% 05/15/2027
91282CKR1 1.000.000.00 (997,109.38) (3,546.20) (1,000,655.58) 06/12/24 06/13/24 US TREASURY N/B NOTES
DTD 04/30/2024 4.875% 04/30/2026
91282CKK6 3,000,000.00 (3,001,054.69) (17,486.41) (3,018,541.10) 06/14/24 06/17/24 AMAZON.COM INC COPR NOTES
(CALLABLE)
DTD 06/06/2018 3.150% 08/22/2027
023135BC9 600.000.00 (570,852.00) (6,037.50) (576,889.50) 06/17/24 06/21/24 FHMS K068 A2
DTD 10/27/2017 3.244% 08/01/2027
3137FBBX3 850,000.00 (810,886.72) (1,531.89) (812,418.61) 06/17/24 06/21/24 FHMS K069 A2
DTD 11/20/2017 3.187% 09/01/2027
3137FBU79 750.000.00 (713,730.47) (1,327.92) (715,058.39) 06/17/24 06/25/24 HOME DEPOT INC CORPORATE NOTES
DTD 06/25/2024 5.100% 12/24/2025
437076CX8 1,000.000.00 (999,160.00) 0.00 (999,160.00)
06/18/24 06/24/24 FORDO 2024-B A2A
DTD 06/24/2024 5.400% 04/15/2027
34531OAB5 1,650,000.00 (1,649,876.58) 0.00 (1,649,876.58) 06/18/24 06/25/24 KCOT2024-2AA2
DTD 06/25/2024 5.600% 04/15/2027
50117DAB2 300.000.00 (299,965.92) 0.00 (299.965.92)
06/20/24 06/20/24 CISCO SYSTEMS INC COMM PAPER
DTD 06/20/2024 0.000% 10/16/2024
17277AKG1 3.250.000.00 (3,193,327.22) 0.00 (3,193,327.22) PFM Asset Management LLC Account 4025-002 Page 32
17 Item 1c June 2024 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending June 30, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal Accrued Realized G/L RealizedG/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method BUY
06/20/24 06/27/24 CHAOT 2024-3A A2
DTD 06/27/2024 5.900% 09/27/2027
16144LAB2 810,000.00 (809,993.03) 0.00 (809,993.03)
06/27/24 06/28/24 ING (US) FUNDING LLC COMM PAPER
DTD 06/12/2024 0.000% 10/15/2024
45685OKF5 3,000,000.00 (2,951,313.33) 0.00 (2,951,313.33) 06/28/24 06/28/24 US TREASURY NOTES
DTD 08/31/2023 5.000% 08/31/2025
91282CHV6 1,000,000.00 (999,375.00) (16,304.35) (1,015,679.35) 06/28/24 06/28/24 US TREASURY NOTES
DTD 10/15/2023 4.625% 10/15/2026
91282CJC6 3,000,000.00 (2,998,007.81) (28,053.28) (3,026,061.09) Transaction Type Sub-Total 26,125,000.00 (25,901,364.73) (89,061.80) (25,990,426.53)

INTEREST
06/01/24 06/25/24 FHMS K054 A2
DTD 04/20/2016 2.745% 01/01/2026
3137BNGT5 1,100,000.00 0.00 2,516.25 2,516.25
06/01/24 06/25/24 FHMS K065 Al
DTD 07/24/2017 2.864% 10/01/2026
3137F1G36 675,469.54 0.00 1,612.12 1,612.12
06/01/24 06/25/24 FHMS K039 A2
DTD 09/01/2014 3.303% 07/01/2024
3137BOCW4 565,604.25 0.00 1,556.83 1,556.83
06/01/24 06/25/24 FHMS K058 Al
DTD 11/09/2016 2.340% 07/01/2026
3137BSP64 428,210.05 0.00 835.01 835.01
06/01/24 06/25/24 FHMS K733 A2
DTD 11/09/2018 3.750% 08/01/2025
3137FJXQ7 535,634.94 0.00 1,673.86 1,673.86
06/01/24 06/25/24 FHMS K059 A2
DTD 11/29/2016 3.120% 09/01/2026
3137BSRE5 700,000.00 0.00 1,820.00 1,820.00
06/01/24 06/25/24 FHMS K736 A2
DTD 09/01/2019 2.282% 07/01/2026
3137FNWX4 750,000.00 0.00 1,426.25 1,426.25
06/01/24 06/25/24 FHMS K057 A2
DTD 09/28/2016 2.570% 07/01/2026
3137BROJ7 1,175,000.00 0.00 2,516.46 2,516.46
06/01/24 06/25/24 FNA 2015-M11 A2
DTD 07/30/2015 2.944% 04/01/2025
3136APSZ6 648,921.14 0.00 1,591.83 1,591.83
06/01/24 06/25/24 FHMS K729 A2
DTD 01/01/2020 2.525% 10/01/2026
3137FOXJ7 1,050,000.00 0.00 2,209.37 2,209.37
06/08/24 06/08/24 CCCIT 2023-Al Al 17305EGW9 245,000.00 0.00 6,299.97 6,299.97 DTD 12/11/2023 5.230% 12/08/2027
PPM Asset Management LLC Account 4025-002 Paqe 33
18 Item 1c June 2024 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending June 30, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal
Trade Settle Security Description CUSIP Par Proceeds
Accrued
Interest Total
Realized G/L Realized G/L Sale
Cost Amort Cost Method

INTEREST
DTD 07/19/2023 5.460% 05/15/2028
06/08/24 06/08/24 JP MORGAN CORP NOTES (CALLABLE)
DTD 12/08/2023 5.110% 12/08/2026
48125LRU8 600,000.00 0.00 15,330.00 15,330.00
06/09/24 06/09/24 NATIONAL AUSTRALIA BK/NY

CORPORATE NOTES
DTD 06/09/2022 3.500% 06/09/2025
63254ABD9 500,000.00 0.00 8,750.00 8,750.00
06/10/24 06/10/24 NATIONAL AUSTRALIA BK/NY

CORPORATE NOTES
DTD 01/10/2024 4.750% 12/10/2025
63253OAF1 400,000.00 0.00 7,916.67 7,916.67
06/14/24 06/14/24 VISA INC (CALLABLE) CORP NOTES
DTD 12/14/2015 3.150% 12/14/2025
92826CAD4 1,000,000.00 0.00 15,750.00 15,750.00
06/15/24 06/15/24 NAROT 2024-A A2A
DTD 05/22/2024 5.470% 12/15/2026
65479UAB4 660,000.00 0.00 2,306.52 2,306.52
06/15/24 06/15/24 HAROT 2024-1 A2
DTD 02/21/2024 5.360% 09/15/2026
437918AB1 1,100,000.00 0.00 4,913.33 4,913.33
06/15/24 06/15/24 MBART 2023-2 A2
DTD 10/25/2023 5.920% 11/16/2026
58769FAB1 292,957.27 0.00 1,445.26 1,445.26
06/15/24 06/15/24 WOART 2024-A A2A
DTD 02/14/2024 5.050% 04/15/2027
98164RAB2 365,000.00 0.00 1,536.04 1,536.04
06/15/24 06/15/24 BAAT 2023-2A A3
DTD 11/21/2023 5.740% 06/15/2028
06054YAC1 840,000.00 0.00 4,018.00 4,018.00
06/15/24 06/15/24 US TREASURY NOTES
DTD 12/15/2022 4.000% 12/15/2025
91282CGA3 2,500,000.00 0.00 50,000.00 50,000.00
06/15/24 06/15/24 WOART 2024-B A2A
DTD 05/22/2024 5.480% 09/15/2027
98164HAB4 425,000.00 0.00 1,487.97 1,487.97
06/15/24 06/15/24 WOART 2023-D A2A
DTD 11/08/2023 5.910% 02/16/2027
98164DAB3 345,600.43 0.00 1,702.08 1,702.08
06/15/24 06/15/24 HART 2023-C A2A
DTD 11/13/2023 5.800% 01/15/2027
4491SCABS 633,145.13 0.00 3,060.20 3,060.20
06/15/24 06/15/24 HDMOT 2023-B A3
DTD 09/27/2023 5.690% 08/15/2028
41285YAC9 935,000.00 0.00 4,433.46 4,433.46
06/15/24 06/15/24 FORDO 2024-A A2A
DTD 03/19/2024 5.320% 01/15/2027
34535EAB8 410,000.00 0.00 1,817.67 1,817.67
06/15/24 06/15/24 ALLYA 2023-1 A3 02007WAC2 500,000.00 0.00 2,275.00 2,275.00 PFM Asset Management LLC Account 4025-002 Page 34
19 Item 1c June 2024 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending June 30, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950)

INTEREST
Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method 06/15/24 06/15/24 BAAT 2024-1A A3
DTD 05/22/2024 5.350% 11/15/2028
09709AAC6
06/15/24 06/15/24 TAOT 2023-D A3
DTD 11/14/2023 5.540% 08/15/2028
89239FAD4
06/15/24 06/15/24 CHAIT 2024-Al A
DTD 01/31/2024 4.600% 01/15/2027
161571HV9
06/15/24 06/15/24 COPAR 2023-2 A2A
DTD 10/11/2023 5.910% 10/15/2026
14044EAB4
06/15/24 06/15/24 WFCIT 2024-Al A
DTD 03/01/2024 4.940% 02/15/2029
929700AA3
06/15/24 06/15/24 ALLYA 2024-1 A3
DTD 03/13/2024 5.080% 12/01/2028
02008FAC8
06/15/24 06/15/24 CHATT 2023-Al A
DTD 09/15/2023 5.160% 09/15/2028
161571HT4
06/15/24 06/15/24 TAOT 2024-B A2A
DTD 04/30/2024 5.410% 03/15/2027
89237NAB3
06/15/24 06/15/24 TAOT 2024-A A3
DTD 01/30/2024 4.830% 10/16/2028
89238DAD0
06/15/24 06/15/24 KCOT 2024-1A A2
DTD 02/21/2024 5.390% 01/15/2027
50117BAB6
06/15/24 06/15/24 AMXCA 2023-3 A
DTD 09/19/2023 5.230% 09/15/2028
02582JKD1
06/15/24 06/15/24 AMXCA 2024-1 A
DTD 04/23/2024 5.230% 04/16/2029
02582JKH2
06/15/24 06/15/24 FORDO 2023-C A3
DTD 11/21/2023 5.530% 09/15/2028
344940AD3
06/15/24 06/15/24 HART 2022-C A3
DTD 11/09/2022 5.390% 06/15/2027
44933DAD3
06/15/24 06/15/24 CARMX 2022-2 A3
DTD 04/28/2022 3.490% 02/16/2027
14317HAC5
06/15/24 06/15/24 NAROT 2023-B A2A
DTD 10/25/2023 5.950% 05/15/2026
65480MAB9
06/15/24 06/15/24 BACCT 2023-A2 A2
DTD 12/14/2023 4.980% 11/15/2028
05522RDH8
125.000.00 0.00 427.26 427.26
240.000.00 0.00 1.108.00 1,108.00
695,000.00 0.00 2.664.17 2,664.17
964.896.71 0.00 4,752.12 4,752.12
925.000.00 0.00 3,807.92 3,807.92
385.000.00 0.00 1,629.83 1,629.83
805.000.00 0.00 3,461.50 3.461.50
615.000.00 0.00 2,772.62 2,772.62
335.000.00 0.00 1,348.38 1,348.38
830.000.00 0.00 3,728.08 3,728.08
825.000.00 0.00 3,595.62 3,595.62
715.000.00 0.00 3,116.21 3,116.21
340,000.00 0.00 1,566.83 1,566.83
550.000.00 0.00 2,470.42 2,470.42
529.302.29 0.00 1,539.39 1,539.39
925.000.00 0.00 4,586.46 4,586.46
355.000.00 0.00 1,473.25 1,473.25
PPM Asset Management LLC Account 4025-002 Paqe 35
20 Item 1c June 2024 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending June 30, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method

INTEREST
DTD 06/30/2023 4.625% 06/30/2025
06/16/24 06/16/24 GMCAR 2024-2 A2A
DTD 04/10/2024 5.330% 03/16/2027
379931AB4 265,000.00 0.00 1,177.04 1,177.04
06/16/24 06/16/24 GMCAR 2023-4 A3
DTD 10/11/2023 5.780% 08/16/2028
379930AD2 470,000.00 0.00 2,263.83 2,263.83
06/16/24 06/16/24 GMCAR 2024-1 A3
DTD 01/17/2024 4.850% 12/18/2028
36268GAD7 110,000.00 0.00 444.58 444.58
06/20/24 06/20/24 VALET 2023-2 A2A
DTD 11/21/2023 5.720% 03/22/2027
92867YABO 510,113.74 0.00 2,431.54 2,431.54
06/21/24 06/21/24 HAROT 2023-4 A3
DTD 11/08/2023 5.670% 06/21/2028
438123AC5 195,000.00 0.00 921.38 921.38
06/22/24 06/22/24 PFAST 2023-2A A2A
DTD 11/10/2023 5.880% 11/23/2026
732916AB7 854,260.84 0.00 4,185.88 4,185.88
06/25/24 06/25/24 CHAOT 2024-2A A2
DTD 04/25/2024 5.660% 05/26/2027
16144CAB2 740,000.00 0.00 3,490.33 3,490.33
06/25/24 06/25/24 CHAOT 2024-1A A2
DTD 03/27/2024 5.480% 04/26/2027
16144BAB4 210,000.00 0.00 959.00 959.00
06/30/24 06/30/24 US TREASURY NOTES 91282CHL8 5,000,000.00 0.00 115,625.00 115,625.00 Transaction Type Sub-Total 37,894,116.33 0.00 326,346.79 326,346.79

MATURITY
06/01/24 06/01/24 JPMORGAN CHASE CORP NOTES
(CALLED, OMD 6
DTD 06/01/2021 0.824% 06/01/2024
46647PCH7 600,000.00 600,000.00 2,472.00 602,472.00 24,336.00 0.00 DTD 11/09/2018 3.750% 08/01/2025
Transaction Type Sub-Total 600,000.00 600,000.00 2,472.00 602,472.00 24,336.00 0.00

PAYDOWNS
06/01/24 06/25/24 FNA 2015-M11 A2
DTD 07/30/2015 2.944% 04/01/2025
3136APSZ6 1,039.28 1,039.28 0.00 1,039.28 40.64 0.00
06/01/24 06/25/24 FHMS K058 Al
DTD 11/09/2016 2.340% 07/01/2026
3137BSP64 13,252.14 13,252.14 0.00 13,252.14 679.17 0.00 06/01/24 06/25/24 FHMS K733 A2 3137FJXO7 237.69 237.69 0.00 237.69 7.82 0.00 PFM Asset Management LLC Account 4025-002 Paqe 36
21 Item 1c June 2024 Treasurer Report
Managed Account Security Transactions & For the Month Ending June 30, 2024 Interest Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type
Security Description CUSIP Par
Principal
Proceeds
Accrued
Interest Total
Realized G/L
Cost
Realized G/L
Amort Cost
Sale
Trade Settle Method

PAYDOWNS
06/01/24 06/25/24 FHMS K065 Al
DTD 07/24/2017 2.864% 10/01/2026
3137F1G36 21,294.45 21,294.45 0.00 21,294.45 919.16 0.00 06/01/24 06/25/24 FHMS K039 A2
DTD 09/01/2014 3.303% 07/01/2024
3137BDCW4 279,027.20 279,027.20 0.00 279,027.20 4,501.49 0.00 06/15/24 06/15/24 CARMX 2022-2 A3
DTD 04/28/2022 3.490% 02/16/2027
14317HAC5 35,444.26 35,444.26 0.00 35,444.26 920.72 0.00 06/15/24 06/15/24 WOART 2023-D A2A
DTD 11/08/2023 5.910% 02/16/2027
98164DAB3 27,423.00 27,423.00 0.00 27,423.00 2.31 0.00
06/15/24 06/15/24 HART 2023-C A2A
DTD 11/13/2023 5.800% 01/15/2027
4491SCABS 44,798.63 44,798.63 0.00 44,798.63 2.10 0.00
06/15/24 06/15/24 COPAR 2023-2 A2A
DTD 10/11/2023 5.910% 10/15/2026
14044EAB4 80,135.26 80,135.26 0.00 80,135.26 7.08 0.00
06/15/24 06/15/24 MBART 2023-2 A2
DTD 10/25/2023 5.920% 11/16/2026
58769FAB1 25,677.47 25,677.47 0.00 25,677.47 1.15 0.00
06/20/24 06/20/24 VALET 2023-2 A2A
DTD 11/21/2023 5.720% 03/22/2027
92867YAB0 34,841.84 34,841.84 0.00 34,841.84 2.03 0.00
06/22/24 06/22/24 PFAST 2023-2A A2A
DTD 11/10/2023 5.880% 11/23/2026
732916AB7 105,083.56 105,083.56 0.00 105,083.56 3.23 0.00 Transaction Type Sub-Total 668,254.78 668,254.78 0.00 668,254.78 7,086.90 0.00 Managed Account Sub-Total (24,633,109.95) 239,756.99 (24,393,352.96) 31,422.90 0.00 Total Security Transactions ($24,633,109.95) $239,756.99 ($24,393,352.96) $31,422.90 $0.00 PFM Asset Management LLC Account 4025-002 Page 37

Page 1 of 1 ends

Staff Report – Item 1d
Item 1d: Receive FY24 Q3 Decarbonization Strategy and Programs Quarterly Report From: Monica Padilla, CEO
Prepared by: Justin Zagunis, Director of Decarbonization Programs and Policy Douglas Bernard, Decarbonization Management Analyst
Date: 8/14/2024

RECOMMENDATION
Staff recommends the Board accept the Q3 2024 update of the Decarbonization Strategy and Programs quarterly report.

BACKGROUND
To achieve its mission to reduce dependence on fossil fuels by providing carbon-free, affordable and reliable electricity and innovative programs for the community, SVCE established a decarbonization strategy and programs roadmap (“Roadmap”), which can be found on SVCE’s website: SVCE Decarbonization Strategy and Programs Roadmap. In December 2018, the Board approved the Roadmap, and since that time, staff have been working on implementation of this Roadmap - as well as subsequent joint action plans and other additions to the programs portfolio as approved by the Board. The quarterly report included here presents a summary of all approved program activity to date.

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

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

FISCAL IMPACT
Accepting the Q3 2024 Update of the Decarbonization Strategy and Programs quarterly report has no fiscal impact.

ATTACHMENTS

1. Decarbonization Strategy & Programs Quarterly Report – Q3 2024 Update Item 1d
SILICON VALLEY \3/ CLEAN ENERGY
250
contractors
complete
FutureFit
training

DECARBONIZATION PROGRAMS
FY24 Q3 Milestones
Quarterly Report
240
customers use Go
Electric Concierge
service
1,013
completed
electrification
projects for
FutureFit Homes
Item 1d
Attachment 1

SILICON VALLEY

CLEAN ENERGY
Name Budget Potential Impact Cumulative Impact To-Date Last Quarter (Update) Next Quarter (Target) Multifamily
Retrofits (TE and
BE)
$12.5M 300 to 1,000 MF AH units
electrified
Soft-launched program
in May 2024. Two
property owners
submitted 6 properties
for consideration.

Launched program.

Housing Authority
submitted 4 properties for
consideration.

Select two properties to
develop Electrification
Plans for.

CHIIP, including
Affordable Housing
EVI Incentives
$11.4M
25 MUDs with EVI
4,000 L1/L2 chargers
at affordable housing
18 reservations (181
ports)
9 completed
(84 L1/L2)
Processed 3 new MUD
claims for 25 additional EV
ports.

Expand enrollment, adjust
incentive levels, focus on
more affordable housing
developers
Electrification Rate
Discount $9.5M 5,000 customers enrolled 1,900 enrolled
Customer performance
feedback, developed
DAISY tracking system
capable of scaling,
integrating E-ELEC into
other programs
Global update and discuss
future strategy
FutureFit Homes -
Residential
Incentives
$7.05M 2,800 homes fully/partially
electrified
1,013 homes
fully/partially
electrified
Continued to see strong
uptake with ~$700k in
claims
Complete user testing of
application software in
Salesforce and Rock Rabbit
Community Energy
Resilience $5.15M 13 agencies completeprojects
3 completed agency
project
South County Fire Station
completed construction,
planning joint community
ribbon cutting event
Monitor and reimburse
agencies as projects move
to completion
Decarbonization
Demonstration
Grants
$3.2M 8 local public facing
electric projects 1 project complete
Staff developed grant
resources in preparation of
grant closeout (Dec 2024)
Support grantee
community engagement
efforts
Permit
Modernization $3.2M
13 member agencies
improve electrification
permitting
Data gathered for all 13
agencies. Program just
began rolling out
Prepare draft action plan
for each agency’s input.

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

C&I
Decarbonization
Program
$2.5M
8,000 metric tons of CO2e
removed through carbon
saving measures
9 customer leads, 1
pilot participant
Launch program in June,
begin recruitment
Enroll 4-9 customers, begin
site assessments, outline
program at SVCE “Watts
for Lunch”
CALeVIP 1.0 $2.4M 85 DCFC installed
1,100 L2 installed
10 DCFC installed
247 L2 installed
Continued monitoring
installations
Continue making payments
to DCFC and L2 projects as
they are completed.

Customer Resource
Center (eHub) $2.1M 1.5M email opens350K unique web visits 716K email opens, 353K
web visits,
238 yard care
equipment rebates
Sent emails about Yard
Care Promotion, launched
Summer Promotion and
Summer Sweepstakes
1M email opens,
385K web visits,
Prepare eHub 2.0 launch

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

Quarterly Report
View our active rebates here. 1
FY24 Q3
Item 1d
Attachment 1
Name Budget Potential Impact Cumulative Impact
To-Date Last Quarter (Update) Next Quarter (Target)
Priority Zone DC
Fast Charger
(PZDCFC) 2.0
$1.975M 10 DCFC installations
near MUD hotspots
10 of 10 ports are
live now (4 sites)
Completed 2 of 3 remaining
claims. All sites now energized.

Finalize remaining claim; fold
nearby resident outreach into
EV rebate launch.

Existing Building
Policy
Experiment
$1.9M
Spur action on building
electrification and
reduce building gas
combustion
Needs assessment
for all 13 agencies
Completed conversations with
all 13 agency directors and staff
to understand priorities
Prepare draft action plan for
each agency for staff input;
fine tune actions and utilize
SVCE resources
FutureFit
Fundamentals
Contractor
Training
$1.7M
300 contractors
trained
500 graduate
incentives
250 contractors
completed training.
106 approved
bonus claims.

Increase personal program
marketing via SMUD (direct
phone calls)
Increase direct phone call
outreach. Increase marketing
to contractors who are
enrolled in the training but
have not yet completed the
course.

GridShift EV
Charging $973K
Bill/emissions savings
and load shifting
capacity
1,431 EVs
enrolled
46 charger
rebates
Finalized REDWDS scope and
kicked off dynamic rate design
work.

Reach 1,700 EVs. Amend
contract to include
ChargeWise work
Go Electric
Advisor $892K
3,600 customers use
hotline, 1,200 use tech
assistance, 350 use
electrification plans
240 customers use
service
Increasing enrollment and
customer intake
Increase marketing
campaigns and aim for 500
new contacts
FutureFit SMB
Incentives $750K 20-30 SMBs electrified
4 SMBs
fully/partially
electrified
Increased awareness,
developed mailers and
customized email campaigns,
awarded one claim
Meet with city Economic
Development staff. Present at
Chamber meetings. Schedule
presentation with
professional organizations.

Award rebates.

FutureFit Assist $725K
60 assessments
36 projects done
250 ports
67 applications
(42 completed)
Executed new marketing and
outreach campaigns to increase
participation; enrolled 17 new
properties
Expand enrollment; determine
next phase of program
starting in 2025.

EM&V $640K
Evaluate 80% of SVCE
programs within 1 year
of launch
3 reports
completed, 3 in
progress
Completed evaluation report
for DataHive Program.

Prepared 2 draft reports.

Finalize draft reports.

Complete data gathering and
analysis for remaining reports.

Reach Codes

2.0 $600K Require all new buildingsto be emissions-free 13 agencies adopt
electrification
ordinances
Monitor and support agencies
as the Berkeley legal case
evolved (BAAQMD)
Given Berkeley decision and
upcoming 2025 state building
code, SVCE isn’t encouraging
activity for new buildings.

We’re preparing for the 2025
cycle.

SV Building
Electrification
Stronger
Together
$600K
Educate stakeholders
about building
electrification
35 new
stakeholders
engaged to date
RFP under legal review.

Planning to release RFP early
fall.

Release community
partnership grant and
conduct information session.

PROGRAMS PORTFOLIO
Active Programs
View our active rebates here. 2
FY24 Q3
Item 1d
Attachment 1

SILICON VALLEY

CLEAN ENERGY
Name Budget Potential Impact Cumulative Impact To-Date Last Quarter (Update) Next Quarter (Target) Programs
Marketing Fund $500K 2,500 new programenrollments
Home Rebates: 648
enrollments, 239 complete.

EV Charging Multifamily: 15
enrollments, $30,000.

Business Rebates: 14
enrollments.

Setup systems and
analytics to track expenses
and enrollments
Complete digital tracking
setup, analyze first few
months of
expense/enrollment data
Decarbonizatio
n Engagement
Grants
$442K
5 communities engage
residents on climate action
topics
In progress
Several agencies
conducted community
electrification events as a
part of Earth Month
Monitor and reimburse
agencies as projects move
to completion
Natural Gas
Phaseout
Feasibility
$300K
Complete 2 whitepapers
to inform local, regional,
and statewide policies
Near completion for 2
whitepapers
Complete financing
whitepaper and make
progress on technical
solutions analysis
Closeout technical solutions
analysis and share financing
/ technical solutions
findings with BAAQMD
Fleet
Electrification $300K
Complete fleet
electrification and charger
installation planning for 10
fleets
8 fleets in progress
Nearly fully-subscribed and
several agencies are
starting to utilize PG&E’s
fleet program to gain
increased electrical service.

Finish full designs for 2
agencies and have at least 2
others started.

SV
Transportation
Electrification
Clearinghouse
$150K Create cohort to enable
equitable electrification.

Merged into other
programs
Original goals matured into
formal initiatives. Program
is paused.

Original goals matured into
formal initiatives. Program
is paused.

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

Continued delivery and
adjustments to dispatch as
needed.

PROGRAMS PORTFOLIO
Active Programs
View our active rebates here. 3
FY24 Q3
Item 1d
Attachment 1

SILICON VALLEY

CLEAN ENERGY
Name Budget Potential Impact Last Quarter (Update) Next Quarter (Target) Full-Service Home
Upgrades $14M
600 single-family homes
electrified; 700 emergency water
heater replacements
Continued program design with PCE. Launch program by October 2024.

Resiliency,
Engagement, and
Decarbonization
(RED) Grants
$10M
Fund resiliency, engagement, and
decarbonization projects for
Member Agencies, schools,
community groups, and non-profits
Staff finalizing program design for
Member Agency non-competitive
grants and competitive community
grants.

Release Notice of Funding.

Tariffed On Bill
(TOB) Financing $5.2M 200 customers financeelectrification Aiming for August BOD contract
approval. Presented at June Exec
Committee.

Kickoff implementation phase.

Innovation Onramp $2.4M
1-2 pilot projects per year that
advance electrification programs
and strategies
Executed contract with vendor, Rock
Rabbit. Planning next call for
proposals on an EVSE pilot at
multifamily properties.

Conduct soft launch of Rock Rabbit
app. Release request for proposals of
EVSE pilot.

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

Preliminary design close to
completion. Target for fall to start
engagement.

Conduct extensive community
engagement pre-pilot and release RFP
for vendor.

EV Education &
Incentives $1.5M 600 EV purchase incentives forincome qualified customers Initiated program development,
completed stakeholder interviews,
and began strategizing CBO
partnerships.

Launch point-of-sale and Post-Purchase EV Rebate program.

Workforce
Development
Partnerships
$1.3M
Increase capacity to coordinate
and train skilled workforce for
residential electrification jobs
RFP under legal review. Planning to
release RFP early fall. Release Contractor RFP.

Additional Demand
Flexibility and
Virtual Power
Plants
pilots/programs
$1M
Connectivity to flexible, customer-sided loads to enable bill savings, avoided generation and capacity
costs, reliability and carbon
benefits
Created D-R plan for Morgan Hill and
ran 18 events June to July.

Run 30 events, including at least one
Level 2 event.

E-Bikes $500K 450 e-bikes Began initial program design Continue program design, stakeholder outreach.

Portable Heat
Pumps $500K 100 portable heat pumps Secured funding for program inMarch.

Exploring alignment with eHub 2.0
program deployment.

PROGRAMS PORTFOLIO
Planning
View our active rebates here. 4
FY24 Q3
Item 1d
Attachment 1

SILICON VALLEY

CLEAN ENERGY
10/2
12/2
2/23
4/23
6/23
8/23
10/23
12/23
2/24
4/24
6/24
$0.00
$500.00
$1,000.00
$1,500.00
$2,000.00
$2,500.00
$3,000.00
Rebates claimed:

Total $ Funds Reserved (in 000s)
0 10 20 30 40 50
Commercial business
Government
Multifamily
School/Nonprofit
Incentive program for L1 and L2 EV charging
infrastructure at multifamily properties
0 100 200 300 400 500 600 700
HPWH

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

Funds Claimed:

Goal:

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

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

Charging Installation
Incentive Program (CHIIP)
Number of Claims
PROGRAMS HIGHLIGHTS FY24 Q3
5 $1.5M
$2.9M
$703K
35 Sites, 150 ports
Rebates reserved:
= 5 Installed EVSE Ports
Total $ Funds Claimed (in 000s)
Cumulative Applications
Completed Assessments
$337k
Item 1d
Attachment 1
SILICON VALLEY <3/ CLEAN ENERGY
B^B^B^B^B^
B^EWEWEW
CALeVIP
Level 2 DCFC

0.000

1.000

2.000

3.000

4.000

5.000

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

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

Funding: $11.58M
= 10 Participants Complete Course
Funds Issued = 5 DCFC Installations
250
Remaining Funds
Registrations
298
$3.8M
$700K $1.2M
$700K
$3.7M
6 PROGRAMS HIGHLIGHTS FY24 Q3
$1.5M
Item 1d
Attachment 1
**********
**********
**********
**********
0000^0^0
5 1/23/25/2
7/29/2
1 /2
1/23
3/23
5/23
7/23
9/23
4/24
0 500
1000
1500
2000
9/23
10/23
1 /23
12/23
1/24
2/24
3/24
4/24
5/24
6/24
0 100,000
200,000
300,000
400,000
GridShift EV Charging
Managed EV charging app that optimizes charging
to reduce associated costs and emissions.

Charger Rebates Issued: 45
Number of Enrolled EVs
1,423
Rebate Goal: $30K
Goal: 120 EV Chargers
eHub Report
Online customer resource center to enable
engagement, education and action related to clean
electricity, EVs and home electrification.
= 1 email campaign completed
353,782
29,747
Unique Visits Return Visits
FY 22-23
7 PROGRAMS HIGHLIGHTS FY24 Q3
Website Visit Goal:

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

Item 1d
Attachment 1

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

A A A A A A

AAAAAAAA

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

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

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

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

Electrification Rate Discount: Custom rate to promote building electrification.

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

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

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

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

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

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

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

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

Reach Codes 2.0: Provide model building energy codes supportive of all-electric design and EV infrastructure to member agencies along with consultant support. 8 GLOSSARY FY24 Q3
Item 1d
Attachment 1
©

SILICONVALLEY

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

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

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

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

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

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

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

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

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

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

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

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

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

Grid Integration
9 FY24 Q3
Item 1d
Attachment 1
©

SILICONVALLEY

CLEAN ENERGY

Page 1 of 2 ends

Staff Report – Item 1e
Item 1e: Authorize the Chief Executive Officer to Execute Amendment to Agreement with Ascend Analytics to Extend the Term from September 31, 2024 Through March 31, 2025 and Increase the Not to Exceed Amount from $1,311,754 to $1,426,944 for Portfolio Management Consulting Services
From: Monica Padilla, CEO
Prepared by: Scott Wrigglesworth, Director of Risk Management and Analytics Date: 8/14/2024

RECOMMENDATION
Staff recommends the SVCE Board of Directors (Board) authorize the Chief Executive Officer (CEO) to execute an amendment to the existing Ascend Analytics (“Ascend”) agreement for consulting services around power portfolio management to increase the total amount not to exceed (“NTE”) from $1,311,754 over three years to $1,426,944 over three years and six months. This effectively extends for six months and increases NTE by $115,190.

BACKGROUND
SVCE has used Ascend Analytics software in services under the current agreement since October 2021. It is currently vetting responses from a recently issued RFP for these services. Staff is requesting this extension be approved to provide sufficient time to finalize vendor selection, contract negotiation, future full new agreement board approval, and implement/integrate solutions.

ANALYSIS & DISCUSSION
The agreement includes both ongoing fees for the continued provision and access to the PowerSimm portfolio management platform, in addition to dedicated consulting hours to be used over the term of the agreement.

Staff may not use all hours under the agreement and spend below the NTE.

Under this extended agreement, Ascend will continue to provide SVCE with the following services:
• PowerSimm Platform Access & Hosting Fees (ongoing)
• CAISO Market Report and Fundamentals (ongoing)
• Integrated Resource Plan / Virtual Power Plant / Power Supply Resource Request for Offers (RFO) Support
• Term Portfolio Management, Budget, and Customer Service Support • Finance / Middle-Office Support: Budget, Risk Policy Review and Counterparty Credit Monitoring In addition, SVCE may request the following optional services:
• Additional IRP Support Hours
• Additional RFO Support Hours
• Portfolio Management Contingency Support
• Finance / Middle-Office Contingency Support
• Optional PowerSimm Tools
• Short-Term Portfolio Management Services
Item 1e
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1e Agenda Date: 8/14/2024

Page 2 of 2 ends

Originally, SVCE and Ascend agreed to a three-year term, extending from November 11, 2021 to September 30, 2024. This extends that term by six months to March 31, 2025.

Of the $115,190, $55,190 is for software over the six months and $60,000 is potential consulting work. Staff has unused hours remaining from the original three-year term and expects it will only need to use the $60,000 NTE sparingly unless a significant project comes up over the next six months.

STRATEGIC PLAN
Approval of the amendment is in direct support of the Board-approved Strategic Plan as follows:
• Goal 8: Manage and optimize power supply resources to meet affordability, GHG reduction, and reliability objectives
o Measure 3: Ensure SVCE adopts the appropriate tools, systems, and resources to support new resource valuations, portfolio optimization, risk management, scheduling coordination, load forecasting, optimization, compliance, and settlements
• Goal 22: Enable data-driven decision-making across the organization; automate, integrate, and streamline business processes to minimize operational risk and move the organization toward industry best practices from its startup phase
o Measure 3: Empower organization-wide decision-making with data, systems, processes, and infrastructure.

ALTERNATIVE
Staff has RFP results in hand and can rush a recommendation through for the September 2024 board meeting approval to be in place by October 1, 2024 to avoid lapse in services. However, the recommendation is based upon the prudence of a six month more runway to thoroughly vet the RFP responses and allow for time to develop and agree to updated contract terms.

FISCAL IMPACT
The fiscal impact of this decision is between $55,190 and $115,190, which has been included in the Fiscal Year 2023-24 budget. This represents a short-term decrease in the expected spend due to more in-house resources, as compared to the first 32 months of the original contract.

ATTACHMENTS

1. Draft, Ascend Executed, Amendment to extend the Agreement with Ascend Analytics

2. Agreement with SVCE and Ascend Analytics
Item 1e

FIRST AMENDMENT TO

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY

AND ASCEND ANALYTICS
WHEREAS, the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency (“Authority”), and ASCEND ANALYTICS, LLC (CONSULTANT), entered into that certain agreement entitled GENERAL CONSULTING, SOFTWARE TOOLS AND SUPPORT SERVICES, effective on November 11, 2021, hereinafter referred to as “Original Agreement”; and
WHEREAS, Authority and ASCEND ANALYTICS, LLC (CONSULTANT) have determined it is in their mutual interest to amend certain terms of the Original Agreement by extending the term 6 months and adding $115,190 to the not to exceed amount.

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

1. TERM section of the Original Agreement shall be amended to read as follows:

The term of this Agreement shall commence on November 11, 2021, and shall terminate on March 31, 2025, unless terminated earlier as set forth herein (the “Initial Term”).

2. COMPENSATION TO CONSULTANT section of the Original Agreement shall be amended to read as follows:

Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed one million four hundred twenty-six thousand nine hundred forty-four dollars ($1,426,944.00) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

3. EXHIBIT B EXTENSION OF SCHEDULE OF PERFORMANCE section of the Original Agreement shall be modified as follows:

Parties agree to extend the Schedule of Performance Complete dates by six months through March 31, 2025.

4. EXHIBIT C COMPENSATION section of the Original Agreement shall be modified as follows:

Parties agree that the following table represents the fees for Task 1 and 2 for the amendment extension period, invoiceable on October 1, 2024. It also establishes a potential T&M estimate (if the authority’s bank of hours are exhausted and additional hours are required) to establish the not-to-exceed value approved in this Amendment declaration 2.

Item 1e
Attachment 1
Task Est. Budget
FY2025

1. PowerSIMM Platform & Hosting Fees $48,460*

2. Ascend CAIDO Market Report &
Fundamentals
$6,730**

3. IRP/VPP/RFO + Services $0

4. Term Portfolio Mgmt, Budget and
Customer Analysis +Services
$0

5. Finance/Mid-Office: Budget, Risk
Policy Review & Counterparty Credit
Monitoring +Service
$0

6. +Service Three-Year Agreement Cost
Reduction Credit
$0
Total Six-Month Amendment Fee $55,190
Potential T&M Fees (200 hours at ~$300/hr) $60,000
Total Six-Month Amendment Not-to-Exceed $115,190
*FY2024 Initial Term Amount of $94,556 x (1+2.5% escalation) / 2 [for six months] **FY2024 Initial Term Amount of $13,133 x (1+2.5% escalation) / 2 [for six months] T&M Rates
Analysts Leadership 2024 rate ($/hr)
Energy Analyst $ 250
Senior Energy Analyst $ 285
Lead Energy Analyst Manager $ 335
Senior Manager $ 350
Director $ 375
Managing Director $ 425
Vice President $ 500
CEO $ 650

1. This Amendment shall be effective on July 1, 2024.

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

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

Item 1e
Attachment 1
—
—
—
—
—
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the dates set forth besides their signatures below.

APPROVED AS TO FORM:
_______________________
Michael Callahan, Counsel for Authority

RECOMMENDED FOR APPROVAL
_____________________________________________________
Scott Wrigglesworth, Director of Risk Management & Analytics __________________________________________________________ Amrit Singh, Chief Financial Officer/Director of Administrative Services

ASCEND ANALYTICS, LLC
By: __________________________
Name: ________________________
Title: _________________________
Date: __________________________

SILICON VALLEY CLEAN ENERGY AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Monica Padilla
Title: Chief Executive Officer
Date: __________________________
Gary W Dorris
Chief Executive Officer
06/28/2024
Item 1e
Attachment 1
2/21 Version

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND

ASCEND ANALYTICS
FOR

GENERAL CONSULTING, SOFTWARE TOOLS AND SUPPORT SERVICES THIS AGREEMENT is entered into this 11th day of November, 2021, by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority"), and Ascend Analytics, a Colorado corporation whose address is 1877 Broadway Suite 706, Boulder CO, 80302 (hereinafter referred to as "Consultant") (collectively referred to as the “Parties” and individually as a “Party”).

RECITALS:

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

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

C. Authority and Consultant desire to enter into an agreement for PowerSimm software license and hosting, CAISO Market Report & Fundamentals, and general consulting and support services for IRP/VPP/RFO, Term Portfolio Management, Budget & Customer Analysis, and Finance/Mid-Office support upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on November 11, 2021, and shall terminate on September 31, 2024, unless terminated earlier as set forth herein (the “Initial Term”).

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 one million three hundred eleven thousand seven hundred fifty-four dollars ($1,311,754.00) 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 DocuSignEnvelopeID:0A1B2612-E044-4F05-A902-B8B7D8D1BC85 Item 1e
Attachment 2
2/21 Version
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. Authority shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to Authority from Consultant as a result of Consultant’s failure to promptly pay to Authority any reimbursement or indemnification arising under this section.

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

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

8. NON-DISCRIMINATION
In the performance of this Agreement, Consultant, and any subconsultant under the Consultant, shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, 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 DocuSignEnvelopeID:0A1B2612-E044-4F05-A902-B8B7D8D1BC85 Item 1e
Attachment 2
2/21 Version
responsibility for compliance with this Section.

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

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

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

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

10. INSURANCE
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 DocuSignEnvelopeID:0A1B2612-E044-4F05-A902-B8B7D8D1BC85 Item 1e
Attachment 2
2/21 Version
of operations covered, effective dates and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit "D," which is attached hereto and incorporated herein by this reference. Such insurance and certificates, which do not limit Consultant’s indemnification obligations under this Agreement, shall also contain substantially the following statement:
"Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the Authority by certified mail, Attention: Chief Executive Officer." Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to Authority and licensed to do insurance business in the State of California.

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

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

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

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

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

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

11. CONFLICT OF INTEREST
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, DocuSignEnvelopeID:0A1B2612-E044-4F05-A902-B8B7D8D1BC85 Item 1e
Attachment 2
2/21 Version
employees, associates and subcontractors, will not employ any person having such an interest.

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

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

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

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

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

Consultant agrees to include within their subcontract(s) with any and all subcontractors the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor’s work. Subcontractors hired by Consultant shall agree to be bound to Consultant and Authority in the same manner and 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 DocuSignEnvelopeID:0A1B2612-E044-4F05-A902-B8B7D8D1BC85 Item 1e
Attachment 2
2/21 Version
shall require all subcontractors to provide valid certificates of insurance and the required endorsements prior to commencement of any work and will provide proof of compliance to Authority.

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

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

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

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

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

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

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

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

DocuSignEnvelopeID:0A1B2612-E044-4F05-A902-B8B7D8D1BC85 Item 1e
Attachment 2
2/21 Version

17. INFORMATION AND DOCUMENTS
A. Consultant covenants that all data, reports, documents, discussion, or other information (collectively “Data”) developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed or released by Consultant without prior written authorization by Authority. Authority shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the Authority Representative or unless requested in writing by the Authority 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 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. 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’s covenants under this section shall survive the expiration or termination of this Agreement.

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

TO AUTHORITY:
333 W. El Camino Real
Suite 330
Sunnyvale CA 94087
Attention: Chief Executive Officer
DocuSignEnvelopeID:0A1B2612-E044-4F05-A902-B8B7D8D1BC85 Item 1e
Attachment 2
2/21 Version
TO CONSULTANT:

Gary Dorris Ph.D.

Ascend Analytics
1877 Broadway Suite 706
Boulder CO, 80302

19. RENEWAL
After the Initial Term, the Term of this Agreement may automatically renew for successive additional twelve-month period(s) (each such twelve-month period, a “license year”) by payment to Licensor of the Annual Platform and Hosting Fee, Annual Market Report Fee, and Annual +Service Fees (collectively “Annual Fees”). The Authority may choose to renew some or all of the services listed in Exhibit B, or may choose to modify the number of support hours for any item upon renewal. Renewals are subject to a maximum 2.5% annual escalation from the prior year’s fees.

The Authority may elect not to renew on expiration of the Initial Term, or on expiration of any subsequent Renewal License Year, by delivering written notice thereof to the Consultant (“Non-Renewal Notice”). Non-Renewal Notice must be delivered to Consultant no less than 30 days in advance of the last day of the then-effective License Year. The effective Termination Date under the Non-Renewal Notice is the last day of the License Year in which the Non-Renewal Notice was delivered.

20. 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 the Consultant materially defaults in its obligations under the Agreement, the Authority shall provide Consultant with written notice specifying the material default. If Consultant fails to cure the default within the time specified (which shall be determined by the Authority but shall be not less than 10 days) and according to the requirements set forth in Authority’s written notice of default, and in addition to any other remedy available to the Authority by law, the Authority Representative may terminate the Agreement by giving Consultant written notice thereof, which shall be effective immediately.

In addition to material default of the Agreement, items from the following list may be cause for termination by Authority, if the Consultant is unable to remedy after receiving the opportunity to cure in the time specified by Authority:
· The Consultant is unable to integrate with Authority’s Business Process Optimization initiative (“BPO”) in a reliable or affordable manner.
· The Consultant does not release a new software UI version in 2022 that provides an improved user experience, including better design and ease of use and configuration. · The Consultant is unable to implement an automated process for uploading of client data. Process may be via data file location or UI. Consultant shall supply the template and tool for automatic upload, but use of automatic data upload is subject to client mapping and provision of data to template. Lack of use is not cause for termination. · The Consultant fails to provide a mechanism for checks on input/output data included in studies for the Authority’s main portfolio. Consultant and Authority will collaborate on scope of data checks.

DocuSignEnvelopeID:0A1B2612-E044-4F05-A902-B8B7D8D1BC85 Item 1e
Attachment 2
2/21 Version
Upon termination, Consultant shall immediately deliver to the Authority any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by Consultant or given to Consultant, in connection with this Agreement.

Such materials shall become the property of Authority. Consultant shall have no other claim against Authority by reason of such termination, including any claim for compensation.

21. 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. 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.

22. 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.

23. 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.

24. 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.

25. 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.

DocuSignEnvelopeID:0A1B2612-E044-4F05-A902-B8B7D8D1BC85 Item 1e
Attachment 2
2/21 Version

26. 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.

27. 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.

28. 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.

29. 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.

30. 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.

31. 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.

32. 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.

DocuSignEnvelopeID:0A1B2612-E044-4F05-A902-B8B7D8D1BC85 Item 1e
Attachment 2
2/21 Version

33. 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.

34. 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.

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

36. 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.

37. 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.

38. 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.

DocuSignEnvelopeID:0A1B2612-E044-4F05-A902-B8B7D8D1BC85 Item 1e
Attachment 2
2/21 Version
IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed as of the date set forth above.

RECOMMENDED FOR APPROVAL
____________________________________
Monica Padilla, Director of Power Resources

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

CONSULTANT NAME
Ascend Analytics
By: __________________________
Name: Gary Dorris
Title: Chief Executive Officer
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Girish Balachandran
Title: Chief Executive Officer
Date: __________________________
APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk
DocuSignEnvelopeID:0A1B2612-E044-4F05-A902-B8B7D8D1BC85 11/12/2021
11/15/2021
Item 1e
Attachment 2
5-^RG^-G^-GB4&9-
41040FB3E40E4A4...
"DocuSigned by:
z^irisL iM^cLu^/mv
5Q\64B&^C4Q^^Q^-
✓-^[Jocu^igned^y^ x vu
thsLt
0&eEBB76&1G84C2...

DocuSigned by:
\ F,A4736575C^449..,
2/21 Version
Exhibit A
Scope of Services
The below table identifies the Scope of Services to be performed by the Consultant.

Item Description

1. PowerSimm Platform &
Hosting Fees
Includes hosting, PowerSIMM (inclusive of PS 5 upgrade), BudgetTracker and Credit/Collateral; and BatterySimm Val.

Budget Tracker will require technical support by/through SVCE when their renewables come online

2. Ascend CAISO Market
Report & Fundamentals
Includes full nodal analysis with forecast parameters for CAISO including (RA, Reg, Spin, DA Energy vol, RT Energy spikes, Price shapes, Forward prices, REC, RA value)

3. IRP/VPP/RFO +Service1
(500 hours)
500 hours of support credit over three (3) years. This is largely devoted to IRP work in FY 2023 but includes other potential VPP and or RFO support.

Should the 500 hours be inadequate, there is the ability to add hours or use hours from other categories.

4. Term Portfolio Management,
Budget and Customer
Analysis +Service1
(2,900 hours)
100 hours of support credit for short-term portfolio management assessment in Year 1. This involves scoping, collaboration discussions, clarification of needs (system vs services)
300 hours of support credit for data quality control augmentation over three (3) years. This relates to data reconciliation between Ascend and SVCE spreadsheets
2,500 hours of term portfolio management reporting & advisory services and Customer Analysis over three (3) years. This accounts for approximately 16 hours per week in Ascend staff support ranging from Portfolio/Risk Management consultation services, ad hoc power procurement and compliance, weekly model runs and risk report publication, bi-weekly IROC meeting and monthly ROC meeting participation.

5. Finance / Mid-Office
Support: Budget, Risk Policy
Review and Counterparty
Credit Monitoring +Service1
(845 hours)
250 hours for extensive energy risk policy review/recommendations with qualitative and process-based policy for other risks.
100 hours to build a counterparty credit risk monitoring Excel model. 270 hours (~7.5 hours per month) for ongoing monthly updates, monitoring and reporting to that Excel model.
225 Hours (~75 per year) for budget/finance activities.

For the counterparty credit monitoring SVCE will procure and obtain counterparty ratings from a rating agency along with probability of default.

They will also provide counterparty thresholds. Ascend will help integrate with PowerSIMM output for PFE/Collateral risk, cash flow and impact on liquidity, deliverables will also address exposure for AP/AR netting and room to trade with counterparties. Overall aim will be to diversify/limit counterparty credit risk.
1 Ascend will provide a monthly statement of support hours used and remaining balance for the current year.

Support hours credit is not restricted to the specific categories of support listed above. Hours will be logged by category, but consumed in aggregate across the three-year term without limit on individual category usage.

Hour Bank can roll forward or backward. Any unexpected overage to these bank hours will be negotiated or billed at T&M and in either case pre-approved by SVCE. If for any reason SVCE does not consume all hours at the end of the Initial Term, Ascend will roll unused hours over to the renewal/extension of this Agreement, or any subsequent agreement between Parties. If SVCE chooses to not renew or enter into a new agreement with Ascend following the end of the Initial Term, Ascend will reimburse SVCE at a rate of $204 per hour of unused support credit, 70% of the bundled discounted rate of this Agreement.

DocuSignEnvelopeID:0A1B2612-E044-4F05-A902-B8B7D8D1BC85 Item 1e
Attachment 2
2/21 Version
The Authority may, at their own discretion, also request the following OPTIONAL services. This OPTIONAL schedule, or any subsection of Items, may be enacted with a separate Task Order with written approval of the Authority. Cost for each item is subject to scoping.

OPTIONAL Item Description

1. IRP Support Credit Adder1 200 hours of additional support credit for IRP activities (hours may be adjusted pending scoping)

2. Per RFO Support Credit
Adder1
250 hours of additional support credit for RFO activities (hours may be adjusted pending scoping)

3. Portfolio Management
Contingency Support Credit1
200 hours of additional support credit for Portfolio Management activities (hours may be adjusted pending scoping)

4. Finance/Mid-Office Support
Contingency1
TBD hours of additional support credit for Finance/Mid-Office activities (hours may be adjusted pending scoping)

5. SmartBidder (For batteries
& renewables)
Software license for modeling battery and renewable operations (hours for implementation TBD pending scoping)

6. PowerSIMM Ops Software license for modeling cash-month, whole portfolio operations (hours for implementation TBD pending scoping)

7. Short-term Portfolio
Management Services1
TBD hours of portfolio management support credit for short-term using PowerSIMM Ops (hours may be adjusted pending scoping)
DocuSignEnvelopeID:0A1B2612-E044-4F05-A902-B8B7D8D1BC85 Item 1e
Attachment 2
2/21 Version
Exhibit B
Schedule of Performance
This schedule may be modified with the written approval of the Authority and Consultant.

Task Begin Complete2

1. PowerSimm Platform & Hosting Fees November 11,
2021
September 31, 2024

2. Ascend CAISO Market Report & Fundamentals November 11, 2021
September 31, 2024

3. IRP/VPP/RFO +Service November 11,
2021
September 31, 2024

4. Term Portfolio Management, Budget and Customer
Analysis +Service
November 11,
2021
September 31, 2024

5. Finance / Mid-Office Support: Budget, Risk Policy
Review and Counterparty Credit Monitoring +Service
November 11,
2021
September 31, 2024

6. [OPTIONAL] IRP Support Credit Adder TBD TBD

7. [OPTIONAL] Per RFO Support Credit Adder TBD TBD

8. [OPTIONAL] Portfolio Management Contingency
Support Credit

TBD TBD

9. [OPTIONAL] Finance/Mid-Office Support Contingency TBD TBD

10. [OPTIONAL] SmartBidder (For batteries & renewables) TBD TBD

11. [OPTIONAL] PowerSIMM Ops TBD TBD

12. [OPTIONAL] Short-term Portfolio Management Services TBD TBD 2 After the Initial Term, the Authority may automatically renew this Task Order for successive additional twelve-month period(s) (each such twelve-month period, a “license year”) by payment to Licensor of the Annual Platform and Hosting Fee, Annual Market Report Fee, and Annual +Service Fees (collectively “Annual Fees”). The Authority may choose to renew some or all of the services listed in Exhibit B, or may choose to modify the number of support hours for any item upon renewal. Renewals are subject to a 2.5% annual escalation from the prior year’s fees.

DocuSignEnvelopeID:0A1B2612-E044-4F05-A902-B8B7D8D1BC85 Item 1e
Attachment 2
2/21 Version
Exhibit C
Compensation
Authority shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below.

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

The compensation to be paid to Consultant under this Agreement for all services described in Exhibit “A” and reimbursable expenses shall not exceed a total of one million three hundred eleven thousand seven hundred fifty-four dollars ($1,311,754.00), as set forth below. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to Authority unless previously approved in writing by Authority.

Task Est. Budget
FY2022
Est. Budget
FY2023
Est. Budget
FY2024

1. PowerSimm Platform & Hosting Fees $90,000 $92,250 $94,556

2. Ascend CAISO Market Report & Fundamentals $12,500 $12,813 $13,133

3. IRP/VPP/RFO +Service (500 hours) $50,000 $51,250 $52,531

4. Term Portfolio Mgmt, Budget and Customer Analysis
+Service (2,900 hours) $275,000 $281,875 $288,922

5. Finance/Mid-Office: Budget, Risk Policy Review &
Counterparty Credit Monitoring +Service (845 hours) $80,000 $82,000 $84,050

6. +Service Three-Year Agreement Cost Reduction Credit ($81,000) ($83,025) ($85,101) Total Annual Fee, Not to Exceed $426,500 $437,163 $448,092 Total Three Year Fee, Not to Exceed $1,311,754
Rates
Personnel Title Hourly
Gary Dorris, PhD Engagement Director $550
Sean Burrow, PhD Principal Analyst $375
Scott Wrigglesworth,
David Millar
Senior Project Manager/Advisor $340
Brandon Mauch Project Manager $275
Logan Riber, Anand
Govindarajan
Senior Analyst $250
Invoices
Annual Invoicing: In order to request payment, Consultant shall submit annual invoices to the Authority for Task #1 and #2.

Quarterly Invoicing: In order to request payment for, Consultant shall submit quarterly invoices to DocuSignEnvelopeID:0A1B2612-E044-4F05-A902-B8B7D8D1BC85 Item 1e
Attachment 2
2/21 Version
the Authority for Tasks #3-6, describing the services performed and the applicable charges (including a summary of the work performed during that period, personnel who performed the services, hours worked, task(s) for which work was performed).

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

First Year Invoicing Schedule
Task Oct 1, 2021 Jan 1, 2022 Apr 1, 2022 Jul 1, 2022
Task #1 $90,000 - - -
Task #2 $12,500 - - -
Task #3 $12,500 $12,500 $12,500 $12,500
Task #4 $68,750 $68,750 $68,750 $68,750
Task #5 $20,000 $20,000 $20,000 $20,000
Task #6 ($20,250) ($20,250) ($20,250) ($20,250)
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.

DocuSignEnvelopeID:0A1B2612-E044-4F05-A902-B8B7D8D1BC85 Item 1e
Attachment 2
2/21 Version
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.

DocuSignEnvelopeID:0A1B2612-E044-4F05-A902-B8B7D8D1BC85 Item 1e
Attachment 2

Page 1 of 3 ends

Staff Report – Item 1f
Item 1f: Authorize the Chief Executive Officer to Execute Amendment to Agreement with ev.energy to Extend the Term from May 13, 2025 Through December 31, 2025 and Increase the Not to Exceed Amount from $650,000 to $973,000 for GridShift: EV Charging Program
From: Monica Padilla, CEO
Prepared by: Justin Zagunis, Director of Decarbonization Programs and Policy Rebecca Fang, Manager of Decarbonization Programs and Policy Date: 8/14/2024

RECOMMENDATION
Staff recommends that the Board authorize the Chief Executive Officer (CEO) to execute the attached eight-month agreement amendment with non-substantive changes approved by the CEO and subject to final review and approval by the General Counsel, which adds a cost not to exceed $323,000 (for a new not to exceed total of $973,000 for the 4.6-year duration of the program) with ev.energy, to continue the GridShift: EV Charging program and enable SVCE to launch, run and evaluate the 12-month ChargeWise Phase 1 dynamic grid signals pilot (partially funded by the CEC REDWDS grant).

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

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

Staff subsequently carried out an informal bid process for the scaled-up GridShift: EV Charging program, to assess the current capabilities of competitors and ensure competitive pricing. Based on experience from the pilot as well as the results from the informal bid process, ev.energy was selected. The three-year agreement was executed in May 2021 and extended for an additional year in April 2024 for a total cost not to exceed $650,000. This enabled SVCE to continue providing managed EV charging services to SVCE customers and to address key points of survey feedback through improved communications and streamlining the customer experience. Continuing this service for our customers has allowed us to scale enrollment to 1,431 vehicles as of July 2024 and we continue to evaluate the impact of the program and test ways to improve SVCE’s ability to control this key load segment.

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

Page 2 of 3 ends

This program falls under the umbrella of SVCE’s virtual power plant (VPP) program activities, given that the cloud-based aggregation of participant EVs is actively responding to SVCE signals to charge or curtail based grid conditions. This type of VPP resource can be leveraged to support increased grid reliability and the reliability of SVCE’s service, improve SVCE’s ability to manage its costs, potentially reduce SVCE power costs and obligations, push charging into hours where the electric grid has more clean resources to help meet goals for a clean grid, and lower customer bills. Further, the upcoming ChargeWise Phase 1 pilot will leverage CEC funding through the REDWDS grant to test the impact of dynamic price signals on EV charging behavior and customer bills.

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

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

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

This program has successfully enrolled 1,431 vehicles as of July 2024 and SVCE continues to work to assess the load impacts and innovate new tactics for effectively shifting load to support grid reliability and increasing renewables generation. In addition to bill and emissions savings resulting from steady-state managed charging, this program also offers voluntary events that users can participate in to further reduce their emissions, earn bill credits, and shift demand out of times of high grid stress. SVCE continues to collaborate with ev.energy to expand eligibility for the GridShift: EV Charging program, including exploring new vehicle and smart charger integrations and offering a charger rebate for customers whose EVs are not currently compatible with the app. Several other agencies in the Bay Area have subsequently signed contracts with ev.energy to offer similar apps to their customers.

Eight-Month Amendment
In April 2024, SVCE signed a letter of commitment for ev.energy’s application to the CEC Responsive, Easy Charging Products with Dynamic Signals (REDWDS) grant, indicating our interest in partnering with ev.energy on a Phase 1 of a dynamic grid signals pilot called ChargeWise (subject to BOD approval). ev.energy was subsequently awarded the REDWDS grant funding and has been in discussion with SVCE regarding ChargeWise Phase 1 pilot design and timeline. Dynamic pricing, also referred to as real-time or hourly pricing, have the potential to better convey the hourly costs of energy consumption to customers throughout the day – and if EV charging can respond to this signal, it will help reduce the overall system cost of serving this load.

This ChargeWise pilot, deployed through SVCE’s existing GridShift: EV Charging app, will allow SVCE to learn more about the effectiveness of these new rates as a mechanism to reduce procurement and customer costs in the long run.

The total budget for ChargeWise Phase 1 is $769,100 with 75% of that covered by ev.energy’s CEC grant award. SVCE will contribute 25% ($192,275) of the total project cost for Phase 1 as match funding. The new not to exceed total was calculated using the $192,275 match funding amount for ChargeWise Phase 1, as well Item 1f
Agenda Item: 1f Agenda Date: 8/14/2024

Page 3 of 3 ends

as current and projected GridShift: EV Charging enrollment numbers through December 2025. This will enable SVCE to launch, run, and evaluate the 12-month ChargeWise Phase 1 pilot while continuing to provide managed EV charging services to SVCE customers. If Phase 1 goes well, then ev.energy will unlock up to $39.7M budget from the CEC for Phase 2 to deploy this dynamic rate charging solution across the state of California.

In addition to supporting demand flexibility and innovation through the ChargeWise Phase 1 pilot, the GridShift: EV Charging program serves as an important program offering to help residential customers reduce energy costs associated with EV charging.

STRATEGIC PLAN
The proposal supports SVCE’s updated 2023 Strategic Plan Goal 14, which is to “coordinate development of decarbonization and resilience strategy, lead design of local policy, and design and deploy programs”, by providing SVCE customers with a managed EV charging program to reduce the cost and emissions impact of their home EV charging. This program will also support SVCE communities and the state in achieving grid reliability goals and objectives for the 2025 summer season and beyond, as well as test innovative solutions in constructing and deploying dynamic price signals for EV charging.

ALTERNATIVE
Do not authorize CEO to execute the agreement amendment with ev.energy. The agreement with ev.energy would expire in May 2025 and staff would need to issue a solicitation for a vendor to continue managing the GridShift: EV Charging program or close it down. SVCE would not pursue launching the ChargeWise pilot with ev.energy. In the interim period between May 2025 and the new vendor onboarding, the GridShift: EV Charging program would be put on pause and current users would no longer have access to the GridShift: EV Charging app. This would not be an optimal customer experience.

FISCAL IMPACT
Approval to amend and extend the ev.energy contract will not result in an incremental fiscal impact as the Board has already approved sufficient funds through previous allocations to the VPP and innovation programs.

Spending associated with this contract will be included in future fiscal year budget estimates.

ATTACHMENTS

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

2. First Amendment to Agreement with ev.energy for GridShift: EV Charging Program

3. Original Agreement with ev.energy for GridShift: EV Charging Program Item 1f
1/2024 Version 1.0
SECOND AMENDMENT TO AGREEMENT WITH EV.ENERGY CORP
WHEREAS, the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency (“Authority”), and EV.ENERGY CORP entered into that certain agreement entitled SOFTWARE AS A SERVICE, effective on May 13, 2021, hereinafter referred to as “Original Agreement”; and WHEREAS, on May 14, 2024, Authority and EV.ENERGY CORP enter into a First Amendment to make certain amendments to the Original Agreement; and WHEREAS, Authority and EV.ENERGY CORP have determined it is in their mutual interest to further amend certain terms of the Original Agreement.

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

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

Per Section 1- Term of the Agreement, the parties mutually agree to a Renewal Term of eight (8) months, extending the Agreement until December 31, 2025.

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

SVCE shall be responsible for and shall pay to Service Provider the fees as further described in Exhibit A, subject to the terms and conditions contained in this Agreement, including, but not limited to, Section 10 Fees; Billing, below. The total amount payable to Service Provider under this Agreement shall not exceed nine hundred and seventy-three thousand dollars and no/100 ($973,000).

3. Exhibit B of Original Agreement shall be amended to include the following:

Task Begin Complete

22. Reintroduce & deliver low-carbon events November 1, 2024 May 31, 2025

23. ChargeWise pilot design August 15, 2024 September 30, 2024

24. Conduct ChargeWise marketing campaign October 1, 2024 October 15, 2024

25. Launch & run ChargeWise pilot October 1, 2024 September 30, 2025

26. Evaluate & report on ChargeWise pilot results October 1, 2025 November 30, 2025

27. Reintroduce & deliver summer reliability events June 1, 2025 October 31, 2025

28. Reintroduce & deliver low-carbon events November 1, 2025 December 31, 2025 ChargeWise Overview
Through its REDWDS grant, the California Energy Commission (CEC) awarded ev.energy $41.2m to support the development and mass rollout of ev.energy-enabled managed charging solutions with its utilities and CCA programs in California, which is broadly known as ChargeWise CA.

The objectives of ChargeWise are to:

1. Scale utility & CCA managed charging programs, powered by ev.energy software, to 275,000 customers through 2027
Item 1f
Attachment 1
Draft Second Amendment with ev.energy
1/2024 Version 1.0

2. Enroll 50% of customers on a “dynamic rewards” plan which aligns charging to dynamic grid signals
50% of all enrollments will be targeted in disadvantaged communities (DAC).

There are two phases to ChargeWise deployment. This contract covers the scope of Phase 1, which involves ev.energy enrolling 1,000 drivers in managed charging across ev.energy’s existing CCA partners, with 50% of those EVs opted in to active managed charging that is aligned with dynamic pricing signals.

In this scope of work, ev.energy proposes to SVCE a total budget (inclusive of incentives) of $769,100 with 75% of the funding ($576,825) coming from the CEC grant and 25% ($192,275) from SVCE.

SVCE ChargeWise Overview - Phase 1
Within the SVCE GridShift program, ev.energy will set up a new tier called the “Dynamic Rewards Tier.” SVCE GridShift participants can either register for the dynamic rewards plan during enrollment or switch to the plan at a later stage. Participants that opt into the plan can earn up to $30/month in variable cash back rewards, commensurate with the savings that result from ev.energy-enabled managed charging that aligns to the cheapest power-producing periods on the grid each day.

Participants registered with the dynamic rewards plan can earn up to $30 per month for charging when the cost of electricity is lower. There are no financial penalties for participating in the dynamic rewards plan. If electricity prices spike, customers do not pay more than they would on their standard rate. A few key components of the dynamic rewards plan include:

1. Price Plunge: Participants receive off-bill payments when their EV is opted in and is actively managed and charged when wholesale market prices plunge and are lower than the off-peak TOU rate.

2. Price Protect: Participants are never charged more than they would have been had they stayed on their standard TOU rate.

During Phase 1, ev.energy will deploy dynamic signals and rewards to up to 200 EV drivers through SVCE GridShift. This number will be comprised of:
• 125 Dynamic Rewards Tier enrollments - new or existing GridShift EVs that are enrolled in the new dynamic rewards tier
• 75 Standard Rewards Tier enrollments - new EVs (only) that are enrolled in the standard rewards tier
• A target of 50% of the 200 EVs across the two tiers to be in DACs Key components of Phase 1 will be to develop an SVCE dynamic rate, integrate with wholesale power prices, test the impacts of using dynamic pricing signals and starting to engage consumers on a new active managed charging plan.

SVCE Scope & Budget - Phase 1
Item 1f
Attachment 1
Draft Second Amendment with ev.energy
1/2024 Version 1.0
The table below outlines the key deliverables and costs for Phase 1. The total budget for ChargeWise with SVCE is $769,100 with 75% of that covered by ev.energy’s CEC grant award which will begin at the kick-off of ev.energy’s contract with the CEC. SVCE will contribute 25% ($192,275) of the total project cost for Phase 1 as match funding. After we collect 3 months of data with customers on the dynamic rewards plan, contingent upon ev.energy securing Phase 2 funding, ev.energy will reserve CEC funding for scaled enrollment in SVCE GridShift, to the tune of tens of thousands of new drivers, including continued enrollment on the dynamic rewards plan.

Deliverable Type Total budget SVCE match
(25%)
Dynamic signal design, implementation &
integration
One-time$315,500 $78,875
Dynamic rewards customer interface design,
implementation & integration
One-time$200,000 $50,000
Dynamic charge management & optimization Monthly $14,000 monthly Est. $84,000 total (6-
month period)
$3,500
monthly
Est. $21,000
total
Dynamic signal data analytics Monthly $10,000 monthly
Est. $60,000
$2,500
monthly
Est. $15,000
total
Marketing and Education - Dynamic signal
Customer value proposition development
Monthly $50,000 $12,500
Marketing and Education - Dynamic signal
DAC engagement plan
One-time$32,000 $8,000
Dynamic signal - Customer enrollment
incentives
Ongoing $4,600/monthly
Est. $27,600 total
$1,150
monthly
Est. $6,900
total
Item 1f
Attachment 1
Draft Second Amendment with ev.energy
1/2024 Version 1.0
Total $769,100 $192,275
Dynamic signal design, implementation & integration: We will make updates to our administrative tooling to establish a program, create a dynamic incentive plan tier, enable driver enrollment in the plan tier, and set up welcome email automation. This includes:
• Dynamic incentive enrollment platform updates
• Dynamic incentive asset 15-minute interval reporting to enhance our metering infrastructure to enable 15-minute interval reporting to meet the REDWDS reporting requirements. • Monthly savings email updates: We will update our monthly savings emailer for Participants to provide them with additional information about their savings and earned incentives for the preceding month as participants in the dynamic incentive plan • Receive ELRP, DSGS events: We will integrate with CAISO to retrieve EEA events and integrate those with the scheduler in order to enable Participants in California to respond to grid events, as mutually agreed upon by SVCE and ev.energy
• Integrate Flex alerts via MIDAS: We will update our Flex alerts integration to use MIDAS, CAISO's preferred tool for retrieving grid event data, improving signal reliability for Participants
Dynamic rewards customer interface design, integration, and implementation: Showing users the impact of the dynamic signal integration is important. For SVCE GridShift participants that opt to enroll in the dynamic rewards incentive plan, we will create an interface in which users can see performance-based cost and carbon savings that result from the integration, as well as their monthly earnings.

Dynamic charge management & optimization: ev.energy will configure the scheduler to optimize for the Participants’ mobility needs, wholesale prices and carbon while maintaining the management of existing TOU rate signals.

Dynamic signal data analytics: A major part of ChargeWise is to explore the results of savings and grid impacts from customers on a charge plan that aligns to dynamic signals relative to the standard program.

We will analyze load shapes on a quarterly basis to understand the impacts on price and carbon, and evaluate customer responsiveness to different treatment methods, between time-of-use and dynamic pricing compensation. In addition, we will survey users to understand consumer attitudes and receptivity to this new program type. This information will be used to make iterative changes to the program during Phase 2.

Marketing and Education - Dynamic signal customer value proposition development & testing:
ev.energy will conduct market research to design, test, and modify the dynamic rewards incentive plan.

This includes reviewing existing data and performance of dynamic signal integrated programs, conducting user perception testing through surveys of participations and presenting findings with SVCE throughout project development. ev.energy will develop and deploy an omnichannel recruitment plan to enroll 125 EVs on the dynamic rewards incentive plan and 75 EVs on the existing SVCE GridShift program.

Item 1f
Attachment 1
Draft Second Amendment with ev.energy
1/2024 Version 1.0
Marketing and Education - Dynamic signal - DAC engagement plan: Conducting market research in concert with CCA partners to develop a program outreach and design strategy to attract and serve EV owners in DACs. The learnings gained in Phase 1 will be refined and scaled up for Phase 2 deployment.

Dynamic Rewards Tier customer enrollment incentives: For Phase 1, we will appropriate $27,600 towards customer incentives, which we anticipate will be a $50 enrollment incentive plus monthly rewards up to $30 per participant for performance in the dynamic rewards incentive plan.

4. This Second Amendment shall be effective on August 15, 2024.

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

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

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

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

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

CONSULTANT NAME

ENTER CONSULTANTS NAME
By: __________________________
Name: ________________________
Title: _________________________
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Monica Padilla
Title: Chief Executive Officer
Date: __________________________
Item 1f
Attachment 1
Draft Second Amendment with ev.energy
1/2024 Version 1.0
APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk
Item 1f
Attachment 1
Draft Second Amendment with ev.energy
1/2024 Version 1.0
FIRST AMENDMENT TO AGREEMENT WITH EV.ENERGY CORP
WHEREAS, the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency (“Authority”), and EV.ENERGY CORP entered into that certain agreement entitled SOFTWARE AS A SERVICE, effective on May 13, 2021, hereinafter referred to as “Original Agreement”; and WHEREAS, Authority and EV.ENERGY CORP have determined it is in their mutual interest to amend certain terms of the Original Agreement.

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

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

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

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

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

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

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

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

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

9. Test & release additional OEM smart-charging integrations, which may include Jaguar, Land Rover, Hyundai, Toyota, Kia, and Wallbox 13-May-24 12-May-25 DocuSignEnvelopeID:108FF8C9-BAE0-4F6D-BB55-18FC5B66C504 Item 1f
Attachment 2
First Amendment to Agreement with ev.energy
1/2024 Version 1.0

14. Deliver New Year GridShift scale-up marketing campaign 1-Jan-22 Ongoing

15. Conduct third enrollment wave 1-Feb-22 Ongoing

18. Reintroduce & deliver low-carbon events 1-Nov-23 31-May-24

19. Reintroduce & deliver summer reliability events 1-Jun-24 31-Oct-24

20. Deliver and execute on GridShift 2024-25 marketing campaign plan 1-Jun-24 Ongoing

21. Conduct Q4 2024 enrollment wave[1] 1-Oct-24 31-Oct-24

22. Reintroduce & deliver low-carbon events 1-Nov-24 12-May-25

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

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

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

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

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

RECOMMENDED FOR APPROVAL
___________________________________________________________ Amrit Singh, Chief Financial Officer/Director of Administrative Services DocuSignEnvelopeID:108FF8C9-BAE0-4F6D-BB55-18FC5B66C504 Item 1f
Attachment 2
First Amendment to Agreement with ev.energy
x DocuSigned by:

JusAw z^w/u$
> UDh5U;i /bBI-8496... _
x DocuSigned by:

Jyf
\—A88k1W-y2b8li46/
1/2024 Version 1.0
EV.ENERGY CORP
By: __________________________
Name: ________________________
Title: _________________________
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
DocuSignEnvelopeID:108FF8C9-BAE0-4F6D-BB55-18FC5B66C504 4/23/2024
CEO,Director
NickWoolley
4/23/2024
Item 1f
Attachment 2
First Amendment to Agreement with ev.energy
x-—— Docu^igneci by:
'
^/^I-C1(141101^00^.„
AH (MLcy
x DocuSigned by:
y^6pCEDB^i684^7
-8BC35WceEA848&-
-1-
2/21 Version

MASTER AGREEMENT

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

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

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

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

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

3. The Services. This Agreement sets forth the terms and conditions under which Service Provider agrees to license to SVCE certain hosted software and provide all other services necessary for productive use of such software including managed EV charging, priority hardware integrations, DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-2-
2/21 Version
customer marketing, recruitment and on-boarding, customer support and troubleshooting, customer data monitoring and reporting, and continuous data security (collectively, the “Services“) as further set forth in Exhibit “A” attached hereto.

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

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

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

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

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

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

3.6 Subcontractors. Service Provider reserves the right to enter into subcontracts for the performance of a subset of the Services as part of this Agreement, subject to SVCE’s written approval. If newly appointed subcontractors will be involved in processing personal DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-3-
2/21 Version
information on behalf of SVCE, the Service Provider will notify SVCE by updating the list of subcontractors used in the Service Provider’s privacy policy, which can be found on its website here: https://ev.energy/privacy-policy/. Service Provider’s use of subcontractors shall not relieve Service Provider of any of its duties or obligations under this Agreement.

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

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

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

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

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

3.12 Compliance with All Laws. Service Provider shall keep itself informed of all applicable federal, state and local laws, ordinances, codes, regulations and requirements which may, in any manner, affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Service Provider shall, at all times, observe and DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-4-
2/21 Version
comply with all such applicable laws and regulations, including, but not limited to the Americans with Disabilities Act. SVCE, and its officers and employees, shall not be liable at law or in equity by reason of the failure of the Service Provider to comply with this paragraph.

4. Service Levels.

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

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

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

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

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

DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-5-
2/21 Version

5. Support; Maintenance; Additional Services.

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

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

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

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

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

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

6. Audit Rights of Service Provider. Service Provider shall have no right to conduct an on-premises audit of SVCE’s compliance with the use of the Services. No more than once annually, Service Provider shall have the right to request from SVCE its certification of compliance with the DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-6-
2/21 Version
permitted number of Authorized Users. Where the actual number of users exceeds the permitted number of Authorized Users, SVCE, at SVCE’s sole election shall, within thirty (30) business days:
(a) reduce the actual number of users so as to be in compliance with the permitted number of Authorized Users in which case no additional Services Fees shall be due to Service Provider; or, (b) acquire the appropriate number of Authorized Users’ licenses at the rate specified in Exhibit A so as to be in compliance with the permitted number of Authorized Users.

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

8. Termination; Renewals.

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

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

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

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

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

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

DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-7-
2/21 Version

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

This Section shall survive the termination of this Agreement.

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

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

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

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

This Section shall survive the termination of this Agreement.

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

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

10.6 Billing Reviews by Third-Parties. For purposes of determining the competitiveness and appropriateness of fees charged to SVCE by Service Provider, SVCE is entitled to disclose DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-8-
2/21 Version
to a third-party this Agreement, and any other data pertaining to fees paid or payable by SVCE to Service Provider.

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

11. Representations and Warranties.

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

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

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

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

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

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

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

11.2.1 it is in the business of providing the Services;

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

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

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

11.2.5 it knows the particular purpose for which the Services are required by SVCE; DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-9-
2/21 Version

11.2.6 it is the lawful licensee or owner of the Services (excluding any SVCE Data therein) and has all the necessary rights in the Services to grant the use of the Services to SVCE;

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

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

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

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

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

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

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

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

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

DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-10-
2/21 Version

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

12. SVCE Data.

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

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

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

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

DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-11-
2/21 Version

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

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

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

DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-12-
2/21 Version
(a) already in the possession of the receiving party without an obligation of confidentiality; (b) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (c) obtained from a source other than the disclosing party without an obligation of confidentiality; or, (d) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving party). For purposes of this Agreement, in all cases and for all matters, SVCE Data shall be deemed to be Confidential Information.

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

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

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

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

13.5 Surrender of Confidential Information upon Termination. Upon termination of this Agreement or an Exhibit A, in whole or in part, each party shall, within five (5) calendar days from the date of termination, return to the other party any and all Confidential Information received from the other party, or created or received by a party on behalf of the other party, which is in such party’s possession, custody, or control; provided, however, that Service Provider shall return SVCE Data to SVCE following the timeframe and procedure described further in this Agreement. Should Service Provider or SVCE determine that the return of any SVCE Data or non-SVCE Data Confidential Information is not feasible, Service Provider shall destroy the data comprising such Confidential Information in compliance with the most current version of NIST standard SP800-88, or DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-13-
2/21 Version
other standard acceptable to the SVCE, and shall certify the same in writing within five (5) calendar days from the date of termination to the other party.

14. Data Privacy and Information Security.

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

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

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

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

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

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

Service Provider understands that if SVCE finds that Service Provider is engaged in a pattern or practice of accessing, storing, using, or disclosing Confidential Information in violation of this Agreement SVCE shall promptly cease all disclosures of Confidential Information to Service Provider. Service Provider further understands that if SVCE receives a customer complaint about Service Provider’s misuse of data or other violation DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-14-
2/21 Version
of the Disclosure Provisions, SVCE shall promptly cease disclosing that customer’s information to Service Provider and shall notify the California Public Utilities Commission (“CPUC”)of the complaint.

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

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

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

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

15. Proprietary Rights.

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

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

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

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

15.4 Infringement of Intellectual Property. SVCE shall use commercially reasonable efforts to prevent any infringement of the Service Provider’s Intellectual Property Rights in the DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-15-
2/21 Version
Contractor Software and shall promptly report to the Service Provider any such infringement that comes to its attention.

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

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

16. Indemnification; Limitation of Liability; Insurance.

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

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

16.3 Indemnification Procedures. Promptly after receipt by SVCE of a threat, notice, or filing of any Claim against an Indemnitee, SVCE shall give notice thereof to Service Provider, provided that failure to give or delay in giving such notice shall not relieve Service Provider DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-16-
2/21 Version
of any liability it may have to the Indemnitee except to the extent that Service Provider demonstrates that the defense of the Claim is prejudiced thereby. Service Provider shall have sole control of the defense and of all negotiations for settlement of a Claim and SVCE shall not independently defend or respond to a Claim; provided, however, that: (a) SVCE may defend or respond to a Claim, at Service Provider’s expense, if SVCE’s counsel determines, in its sole discretion, that such defense or response is necessary to preclude a default judgment from being entered against an Indemnitee; and, (b) SVCE shall have the right, at its own expense, to monitor Service Provider’s defense of a Claim. At Service Provider’s request, SVCE shall reasonably cooperate with Service Provider in defending against or settling a Claim; provided, however, that Service Provider shall reimburse SVCE for all reasonable out-of-pocket costs incurred by SVCE (including, without limitation, reasonable attorneys’ fees and expenses) in providing such cooperation.

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

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

The Indemnitees shall be named as additional insureds in the commercial general, cyber, and excess liability policies which shall contain standard cross liability clauses. Service Provider shall cause the liability it assumed under this Agreement to be specifically insured under the contractual liability section of the liability insurance policies. The liability policies shall be primary without right of contribution from any Indemnitee, and Service Provider waives all rights of subrogation with respect to said policies. Such policies shall require that SVCE be given no less than thirty (30) calendar days prior written notice of any cancellation thereof or material change therein. SVCE shall have the right to request (with Service Provider’s mutual agreement) an adjustment of the limits of liability for commercial general, cyber, and excess liability, and/or professional liability insurance as Service Provider’s exposure to SVCE increases. Service Provider shall provide SVCE with certificates of insurance and original endorsements, evidencing all of the above coverage, including all special requirements specifically noted above, and shall provide SVCE with certificates of insurance evidencing renewal or substitution of such insurance thirty (30) calendar days prior to the effective date of such renewal or substitution DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-17-
2/21 Version

17. General.

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

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

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

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

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

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

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

Such delays include, but are not limited to, fire, explosion, flood, pandemic or other natural catastrophe, governmental legislation, acts, orders, or regulation including “shelter-in-place” orders, strikes or labor difficulties, to the extent not occasioned by the fault or DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-18-
2/21 Version
negligence of the delayed party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party. However, the delayed party shall use its best efforts to minimize the delays caused by any such event beyond its reasonable control. Where Service Provider fails to use its best efforts to minimize such delays, the delays shall be included in the determination of Service Level achievement.

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

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

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

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

17.10 Assignment of Agreement. This Agreement and the obligations of Service Provider hereunder are personal to Service Provider. Neither Service Provider nor any successor, receiver, or assignee of Service Provider shall directly or indirectly assign this Agreement or the rights or duties created by this Agreement, whether such assignment is effected in connection with a sale of Service Provider’s assets or stock or through merger, an insolvency proceeding or otherwise, without the prior written consent of SVCE. In the case of an assignment by Service Provider, Service Provider represents and warrants that it has all requisite rights and power to transfer any agreements or other rights with third-DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-19-
2/21 Version
parties whose software is incorporated into the Services or who are necessary for the performance and use of the Services. SVCE, at SVCE’s sole election, may assign any and all of its rights and obligations under this Agreement to any company that succeeds to substantially all of SVCE’s business.

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

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

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

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

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

17.16 Conflict Of Interest. Service Provider warrants that it, its officers, employees, associates and subcontractors, presently have no interest, and will not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it, its officers, employees, associates and subcontractors, will not employ any person having such an interest. Service Provider and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-20-
2/21 Version
the State of California applicable to Service Provider’s services under this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Service Provider may perform similar services for other clients, but Service Provider and its officers, employees, associates and subcontractors shall not, without the SVCE Representative’s prior written approval, perform work for another person or entity for whom Service Provider is not currently performing work that would require Service Provider or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Service Provider shall incorporate a clause substantially similar to this section into any subcontract that Service Provider executes in connection with the performance of this Agreement. Service Provider understands that it may be required to fill out a conflict of interest form if the services provided under this Agreement require Service Provider to make certain governmental decisions or serve in a staff SVCE, as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.

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

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

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

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

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

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

DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-21-
2/21 Version

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

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

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

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

RECOMMENDED FOR APPROVAL
___________________________________________________________ Amrit Singh, Chief Financial Officer/Director of Administrative Services DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
DocuSigned by:

DocuSigned by:
>
A88F1DF92E8F467„.
.
-22-
2/21 Version

SILICON VALLEY CLEAN ENERGY (SVCE)
By:

Name: Girish Balachandran
Title: Chief Executive Officer
Date:

Addresses for Notice:

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

Name: Nick Woolley
Title: Director
Date:

Addresses for Notice:

E-mail: [email protected]
Mailing address: 437 Kipling Street #200, Palo Alto, CA 94301 APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk
DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 6/6/2021
6/6/2021
Item 1f
Attachment 3
Agreement with ev.energy
x——bbcu{signed by:
-&B-e3-564-AeEA84^B—
^fiocu^ned^yT x a
(Al SfylWMcL
—9E728D&E914F493...

DocuSigned by:

Mel (AWlluf
'
1D66C0341B8F446...
x DocuSigned by:
z^irisL
>5CA64.q9AftlC?4C3|.. j
-23-
2/21 Version

EXHIBIT A

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

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

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

Smart Energy Service delivery. Beginning on the effective date of this Agreement, and for the duration of the Agreement, the Service Provider shall provide managed EV charging services for Authorized Users. “Managed EV charging” shall mean the ability to wirelessly connect to the customer’s compatible EV or compatible EVSE, and control charging on/off to deliver a charging schedule that has been optimized to one or multiple variables set by SVCE for charging done at the customer’s primary residential address supplied by SVCE. These variables may include time-of-use rate pricing and hours and/or average or marginal carbon emissions from energy generation. The Service Provider will manage ongoing new DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-24-
2/21 Version
releases and updates to the Smart Energy Service as it deems necessary to maintain functionality, performance and compatibility.

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

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

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

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

Flex Alert ELRP CPP/PDP SVCE-defined
reliability
Low-carbon
Event type Reliability Reliability Reliability Reliability Clean charging Context Issued by
CAISO
CPUC
Emergency
Load
Reduction
Program
PG&E Peak
Day Pricing
events
SVCE-defined
events
SVCE and
Service
Provider-defined events
Frequency ~10 per year Annual
dispatch limit
of 60 hours
9 – 15 per year Around 2 per
month
Around 10 per
month
Season Jun – Oct Jun – Oct Jun – Oct Year-round
(focused on
Jun – Oct)
Year-round
Time of day 4pm – 9pm
Pacific
4pm – 9pm
Pacific
4pm – 9pm
Pacific
Any time Off-peak hours
Event duration 5 hours 1 – 5 hours 5 hours TBD TBD
Trigger Grid
emergencies
CAISO Alert
declaration
followed by
IOU activation
Event days are
triggered by
high
temperatures,
To be defined
by SVCE
Average or
marginal grid
emissions falls
below a
DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-25-
2/21 Version
of day-ahead /
day-of trigger
CAISO
emergencies or
high market
prices
threshold
determined by
SVCE and
Service
Provider
Notice Usually day-ahead,
sometimes
little to no
advance notice
Both day-ahead and day-of triggers Day-ahead Day-ahead 6 – 24 hours ahead
Notification
method
Posted to ISO
website
TBD Forecast
available on
PG&E
website. Event
day alerts
available to
participants.

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

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

Technical Support Services. Service Provider will provide to Authorized SVCE Users and Authorized Users with email support (“Technical Support”), with responses to any queries raised to DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-26-
2/21 Version
[email protected] provided within 3 business days. Technical Support will include any research and resolution activity performed by Service Provider.
a) Scope of Technical Support. Technical Support shall be provided in English and shall include assisting SVCE and/or its Authorized Users with general inquiries in connection with the Services, remote diagnosis (and where possible) correction of any errors/bugs/failures to ensure that the Authorized User is provided with the functionalities described above, and responding to SVCE with all reasonable requests for information or assistance as soon as reasonably practicable.
b) Service Provider’s obligations. Service Provider shall have no obligation to provide Technical Support where faults rise from (i) misuse, incorrect use of or damage to the customer’s hardware or firmware; (ii) failure of the customer or SVCE to maintain the necessary environmental conditions for use of the managed charging software; (iii) use of the managed charging software or mobile app in combination with any hardware not designated as compatible by the Service Provider; or (iv) any modification to the customer’s hardware, firmware or software not authorized by the Service Provider. The Service Provider will not provide or be under any obligation to provide on-site Technical Support. c) SVCE’s obligations. SVCE shall cooperate with the Service Provider in any manner reasonably required in order to carry out Technical Support Services, including provision of information and data, making available Authorized SVCE Users, and providing any information in relation to the diagnosis of any errors, bugs or failures.

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

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

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

DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-27-
2/21 Version
Technical Support and Incident Response Procedures
There are broadly three kinds of incidents which could occur, arising from:
a) Hardware connection issues: a compatible EV or compatible EVSE loses its local connectivity at the customer’s home, the OEM’s telematic platform temporarily goes offline, or the Service Provider’s access to connect to the hardware has expired or has been revoked by the Authorized User.
b) Charging schedule issues: Service Provider charges an Authorized User’s vehicle entirely or partly during peak-pricing hours when there are enough off-peak pricing hours to charge the vehicle to the specified battery level before the specified ready-by time; or the Service Provider does not charge the Authorized User’s vehicle to the specified battery level before the specified ready-by time.
c) Mobile app issues: the GridShift mobile application provided by the Service Provider does not receive or display push notifications authorized by the User, does not display accurate energy consumption or cost data for the Authorized User, or does not display an accurate location for the User’s charging session(s).

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

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

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

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

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

DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-28-
2/21 Version
(a) “Actual Uptime” shall mean the total minutes in the reporting month that the Services were actually available to Authorized Users for normal use.
(b) “Maintenance Window” shall mean the total minutes in the reporting month represented by the mutually agreed day(s) and time(s) during which Service Provider shall maintain the Services.
(c) “Scheduled Downtime” shall mean the total minutes in the reporting month represented by the Maintenance Window.
(d) “Scheduled Uptime” shall mean the total minutes in the reporting month less the total minutes represented by the Scheduled Downtime.
2) Service Level Standard. Services will be available to Authorized Users for normal use 99% of the Scheduled Uptime.
3) Calculation. (Actual Uptime / Scheduled Uptime) * 100 = Percentage Uptime (as calculated by rounding to the second decimal point) x $10,000
4) Performance Credit.
(a) Where Percentage Uptime is greater than or equal to 99%, no Performance Credit will be due to SVCE.
(b) Where Percentage Uptime is less than 99%, SVCE shall be due a Performance Credit proportional to the % reduction in Percentage Uptime for the reporting month. 5) Example Calculation.
(a) Assuming reporting month is February 2012 (41,760 minutes). (b) Assuming a Maintenance Window of Sundays from Midnight to 4:00 a.m. Eastern Standard Time (equals Scheduled Downtime of 960 minutes). (c) Scheduled Uptime equals 40,800 minutes (total minutes of 41,760 in February 2012 less 960 minutes of Scheduled Downtime).
(d) Assuming Actual Uptime of 40,000 minutes. A Percentage Uptime is calculated as follows: (40,000 / 40,800) *100 = 98.04%.
(e) The threshold of 99% less the Percentage Uptime of 98.04% = 0.96%. (f) SVCE is due 0.96% of $10,000 as a Performance Credit. b) Technical Support Problem Response and Resolution Service Level. 1) Definition. “Total Problems” shall mean the total of problems occurring in the reporting month.
2) Service Level Standard. The Service Provider will respond to two categories of problems associated with delivery of the Services:

DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-29-
2/21 Version
i) Problems that shall be investigated and resolved within 5 working days if the problem prevents >25% of Authorized Users from accessing the Services to charge their vehicle as required; and
ii) Problems that shall be investigated and resolved within 15 working days if >25% of Authorized Users are able to access the Services to charge their vehicle as required, but are unable to access a specific functionality delivered by the Service Provider. 3) Calculation. Performance Credit = (Number of problems occurred in any one calendar month) x 25% x $10,000.
4) Performance Credit. Performance Credit will be issued up to a maximum of $5,000 in any calendar month.
5) Example Calculation
(a) Number of problems occurred in any one calendar month = 2 (b) Performance credit = 2 x 0.25 x $10,000 = $5,000.

DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-30-
2/21 Version

EXHIBIT B

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

Task Begin Complete

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

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

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

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

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

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

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

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

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

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

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

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

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

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

15. Conduct third enrollment wave2 February 1, 2022 Ongoing

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

17. Reintroduce & deliver low-carbon events November 1, 2022 May 31, 2023 *Customized/time-sensitive feature with additional costs for SVCE – time is of the essence 1 Target is to have 500 – 1,000 Authorized Users enrolled by December 31, 2021 2 Target is to have 2,000 – 5,000 Authorized Users enrolled by December 31, 2022 DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy
-31-
2/21 Version
Note: “read-only” OEM integrations mean that an Authorized User with this hardware is eligible to benefit from all of the elements of the Smart Energy Service except Managed EV Charging.

DocuSignEnvelopeID:F92D3235-4638-4BC5-A95E-B61330A12471 Item 1f
Attachment 3
Agreement with ev.energy

Page 1 of 2 ends

Staff Report – Item 1g
Item 1g: Authorize the Chief Executive Officer to Submit a Letter of Commitment to the City of San Jose Confirming the Authority’s Participation as a Subrecipient in a Charging and Fueling Infrastructure Grant Application and to Negotiate and Execute Documents Necessary to Administer the Grant if the Application is Awarded From: Monica Padilla, CEO
Prepared by: Justin Zagunis, Director of Decarbonization Programs and Policy Anthony Eulo, Senior Manager of Public Sector Services
Date: 8/14/2024

RECOMMENDATION
Staff recommends the SVCE Board of Directors (Board) authorize the Chief Executive Officer (CEO) to:

1. Submit the Letter of Intent (Attachment 1) to the City of San Jose confirming SVCE’s participation as a subrecipient in the Charging and Fueling Infrastructure (CFI) grant application San Jose is submitting to the Federal Highway Administration (FHA).

2. Negotiate and execute the documents necessary to administer the CFI grant if the application is awarded.

BACKGROUND
SVCE was approached by San Jose Clean Energy (SJCE) in June regarding a partnership on a CFI grant application. CFI grants can be used to fund the installation of electric vehicle (EV) charging infrastructure that is accessible to the public. These chargers will support transportation electrification throughout the region, consistent with EV charging programs previously approved by the Board. These will allow SVCE customers living or traveling near selected sites to switch from an internal combustion engine to an EV. Additional EV ownership and utilization in SVCE’s service area will increase electrical consumption, improve economies of scale for SVCE’s service, and support regional decarbonization.

San Jose had submitted an application for the prior round of funding and received feedback that a broader regional application would be more likely to be successful. The particular opportunity that San Jose and SVCE are pursuing is a $15M joint program consisting of $12M in federal funds and $3M in local matching funds with these totals split equally between San Jose and SVCE.

Since SVCE does not own nor lease property suitable for charger installation, staff shared information about this grant opportunity with all 13 member agencies to understand the level of interest and identify sites. SVCE would be an official subrecipient listed in San Jose’s grant application and SVCE would then distribute grant awards to the participating member agencies. Nine of the 13 member agencies have submitted sites for consideration to SVCE as listed in Attachment 2. The grant application is due on August 28, 2024 and the short turnaround did not provide enough time for SVCE to issue a broader “call for projects” from other potential partners.

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

Page 2 of 2 ends

ANALYSIS & DISCUSSION
The FHA’s scoring criteria have a strong preference for sites located in federally-designated disadvantaged communities with underdeveloped charging infrastructure that can serve a variety of potential EV drivers and fleets. Since the number of sites proposed by the member agencies exceeds the total grant amount, SVCE staff are analyzing each site with an eye toward the following factors listed in priority order:
• How the site meets the grant scoring criteria;
• The estimated site development costs; and
• Consideration for interjurisdictional equity.

To assist in this analysis, SVCE is utilizing the services of a vendor, CLEAResult, that is an expert in facilitating EV charger siting and provides the technical support for SVCE’s FutureFit Assist program to help customers consider EV charging at their property. CLEAResult is doing its best to rapidly estimate development costs at the various sites. Once CLEAResult’s analysis is complete, SVCE staff will work with member agency staff to further refine the final package of sites to be included in the grant application. In round numbers, it is expected that roughly half of the proposed sites will move forward in the process. SVCE will also budget in the grant for the internal staff and consultant expenses needed to actively support project development and further assist member agencies with project implementation.

Staff recommends that the CEO be authorized to submit the Letter of Commitment needed to document SVCE’s participation in the grant application. If the application is successful, a number of agreements will need to be negotiated and executed to guide the acceptance and distribution of funds. In order to proceed efficiently and expediently with this process, staff recommends that the Board authorize the CEO to execute the documents and agreements developed to implement this grant project.

STRATEGIC PLAN
The proposal supports SVCE’s Strategic Plan Goal 14: Coordinate development of decarbonization and resilience strategy, lead design of local policy, and design and deploy programs.

ALTERNATIVE
If the Board does not authorize the CEO to commit SVCE to the grant, the opportunity to receive the grant funds will end, and the potential nine member agencies participating in the grant application will lose the opportunity to benefit from the CFI program. This would be both a direct financial loss to the agencies and would have a detrimental impact to decarbonization efforts across the region. In addition, if the Board does not authorize the CEO to negotiate and execute the grant-related agreements, the review and approval of these agreements will need to be brought back to the Board for review and consideration at future meetings.

FISCAL IMPACT
Matching funds of 20% ($1.5M) are required for this grant. Staff’s proposal here is to reallocate these funds out of the $7.5M that the Board previously allocated to support EV charging in new affordable housing developments. Despite staff’s educational and promotional efforts with affordable housing developers, none of the $7.5M in funding has been claimed in the past 18 months - primarily due to the slow pace of development While we still expect projects to come through, we no longer believe that the full $7.5M is needed for that program. This grant represents another path to serve these customers as siting grant projects near multifamily housing will result in EV charger access for affordable housing residents.

ATTACHMENTS

1. Draft Letter of Intent

2. List of Sites Submitted by Member Agencies
Item 1g
Attachment 1
333 W El Camino Real, Suite 330 | Sunnyvale, CA 94087 | 1-844-474-SVCE (7823) | SVCleanEnergy.org Campbell | Cupertino | Gilroy | Los Altos | Los Altos Hills | Los Gatos | Milpitas | Monte Sereno | Morgan Hill | Mountain View | Saratoga | Sunnyvale | Unincorporated Santa Clara County August 14, 2024
Jennifer Maguire
City Manager
City of San Jose
200 East Santa Clara Street
San Jose, CA 95113
Re: Letter of Intent for Regional Charging and Fueling Infrastructure Discretionary Grant Program (CFI Program)
Dear Ms. Maguire,
Silicon Valley Clean Energy (SVCE) is pleased to offer this letter of intent for the U.S. Department of Transportation’s Charging and Fueling Infrastructure (CFI) Discretionary Community Grant. SVCE is committed to participating as a subrecipient in the Regional Santa Clara County Public Charging Infrastructure Project application led by the City of San Jose.

SVCE has a long history of support for expanding electric vehicle charging infrastructure and recognizes that expanding this infrastructure is critical to facilitating our region’s transition to electric vehicles. The proposed application includes many of our member agencies that have agreed to host new Level 2 and DC Fast Charging facilities for the public. Importantly, many of these facilities will be close to existing multifamily homes that do not have charging infrastructure.

SVCE is committed to providing $1.5 million in matching funds for this grant and to fully supporting our partner agencies in quickly and efficiently locating new infrastructure. We thank the City of San Jose for leading this vital effort.

Sincerely,
Monica Padilla
Chief Executive Officer
Item 1g
Attachment 1
SILICON VALLEY <3/ CLEAN ENERGY
Attachment 2: Proposed Sites
Member Agency Proposed Site Address
Santa Clara County Roads & Airports East Yard 1505 Schallenberger Rd, San Jose, CA 95131 Santa Clara County VHC Alexian 2101 Alexian Dr Ste B, San Jose, CA 95116 Santa Clara County VHC Tully 500 Tully Rd San Jose CA 95111 Santa Clara County VHC Milpitas 143 N Main St, Milpitas, CA 95035 Santa Clara County VHC East Valley 1993 McKee Rd, San Jose, CA 95116 Santa Clara County Hellyer Park 990 Hellyer Ave San Jose, CA 95111 Santa Clara County Silver Creek Campus 5710 Fontanoso Way, San Jose, CA 95138 Santa Clara County Civic Center 70 W Hedding St San Jose CA 95110 Santa Clara County Joseph D. Grant Park 18405 Mt Hamilton Rd San Jose, CA 95140 Santa Clara County Coyote Lake-Harvey Bear Park 10840 Coyote Lake Rd Gilroy, CA 95020 Santa Clara County Anderson Lake Park 19245 Malaguerra Ave Morgan Hill, CA 95037 Santa Clara County Ed Levin Park 3100 Calaveras Rd Milpitas, CA 95035 Santa Clara County Alviso Marina Park 1195 Hope St San Jose CA 95002 Santa Clara County Metcalf Motorcycle Park 300 Metcalf Rd San Jose CA 95138 Santa Clara County Martial Cottle Park 5283 Snell Ave San Jose, CA 95136 Santa Clara County Mt. Madonna Park 7850 Pole Line Rd Watsonville, CA 95076 Santa Clara County Sanborn Park 16055 Sanborn Rd Saratoga, CA. 95070 Santa Clara County Vasona Park 333 Blossom Hill Rd. Los Gatos, CA 95032 Mountain View Mountain View Senior Center 266 Escuela Avenue, Mountain View, CA Morgan Hill
Morgan Hill Corporation Yard/Community
Park 100 Edes St, Morgan Hill, CA 95037
Morgan Hill Morgan Hill Civic Center 17575 Peak Ave, Morgan Hill, CA 95037 Saratoga Saratoga Village 14421 Big Basin Wy, Saratoga, CA 95070 Monte Sereno Monte Sereno City Hall 18041 Saratoga-Los Gatos Rd, Monte Sereno, CA 95030 Los Altos Los Altos Parking Plaza #10 10 Plaza N, Los Altos, CA 94022 Cupertino Cupertino Sports Center 2111 Stevens Creek Blvd, Cupertino, CA 95014 Cupertino Cupertino City Hall 10300 Torre Ave, Cupertino, CA 95014 Cupertino Cupertino Senior Center 21251 Stevens Creek Blvd, Cupertino, CA 95014 Milpitas Public Works Corp Yard 1265 N Milpitas Blvd., Milpitas CA 95035 Milpitas Police Department 1275 N Milpitas Blvd., Milpitas CA 95035 Milpitas Milpitas Library Parking Garage 160 N Main St, Milpitas, CA 95035 Milpitas Milpitas Sports Center 1325 E Calaveras, Milpitas, CA Milpitas Dixon Landing Park Milmont and Jurgens Dr, Milpitas, CA Gilroy Arts Alliance Center Public Parking 7301 Monterey Rd, Gilroy, CA 95020 Gilroy City of Gilroy - 5th & Monterey Parking Lot 5th St & Monterey Rd, Gilroy, CA Item 1g
Attachment 2

Page 1 of 2 ends

Silicon Valley Clean Energy Board of DirectorsAugust 14, 2024

Silicon Valley Clean Energy Board of Directors
August 14, 2024