Agenda packet — Silicon Valley Clean Energy Board of Directors, December 11, 2024 (part 1 of 3)

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

AGENDA PACKET MATERIALS AMENDMENTS SUMMARY
12/10/24

1. Item 2: CEO Report
Change made in the Clean Energy Update (page 149)
12/9/24

1. Item 4: Proposal to Establish the Silicon Valley Clean Energy Community Fund
Typo fixed regarding not to exceed amount of annual contributions to the proposed Fund (page 203 of packet)

2. Item 2: CEO Report
Attachment 6, org chart amended to fix error (page 188)

SILICON VALLEY

CLEAN ENERGY

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US: +1 669-900-6833
Webinar ID: 984 7681 1063
Members of the public may also attend this meeting in person, or observe this meeting electronically by accessing the meeting via instructions above. Public Comments can be sent in advance of the meeting via email up to three hours before the meeting begins to Board Clerk Andrea Pizano at [email protected] and will be distributed to the Board of Directors. The public will also have an opportunity to provide comments during the meeting. Members of the public participating remotely and using Zoom may comment during public comment or the applicable agenda item by using the Raise Hand feature and you will be recognized by the Chair. Those using the telephone (audio only) feature should press star 9 on your phones to initiate the “Raise Hand” function in Zoom. You will then be announced, unmuted, and your time to speak will begin.

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

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

AGENDA
Call to Order
SILICON VALLEY <3/ CLEAN ENERGY

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Public Comment on Closed Session
The public may provide comments regarding the Closed Session item(s) just prior to the Board beginning the Closed Session. Closed Sessions are not open to the public.

Closed Session
Conference with Real Property Negotiators
Property: 333 W. El Camino Real, Sunnyvale, CA
Agency Negotiator: Monica Padilla, CEO
Negotiating Parties: Biagini Property Company
Under Negotiation: Price and Terms of Payment
Conference with Real Property Negotiators
Property: 298 S. Sunnyvale Ave, Sunnyvale, CA
Agency Negotiator: Monica Padilla, CEO
Negotiating Parties: CBRE Northern California Capital Markets Under Negotiation: Price and Terms of Payment
Report from Closed Session
Consent Calendar (Action)
1a) Approve Minutes of the November 13, 2024, Board of Directors Meeting 1b) Receive October 2024 Treasurer Report
1c) Approve Cancellation of the July 9, 2025 Board of Directors Meeting and Receive 2025 Board of Directors Regular Meeting Schedule 1d) Authorize the Chief Executive Officer to Execute Agreements with Calpine Community Energy for Data Management and Billing Services 1e) Receive Update on Non-Standard Pricing Policy
1f) Authorize the Chief Executive Officer to Execute and Submit Letters of Support Committing Matching Funds for Member Agencies Submitting Grant Applications to the Metropolitan Transportation Commission’s SILICON VALLEY <3/ CLEAN ENERGY

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Tina Walia, Chair
City of Saratoga
George Tyson, Vice Chair
Town of Los Altos Hills
Elliot Scozzola
City of Campbell
Sheila Mohan
City of Cupertino
Zach Hilton
City of Gilroy
Sally Meadows
City of Los Altos
Rob Rennie
Town of Los Gatos
Evelyn Chua
City of Milpitas
Bryan Mekechuk
City of Monte Sereno
Yvonne Martinez Beltran
City of Morgan Hill
Pat Showalter
City of Mountain View
Larry Klein
City of Sunnyvale
Otto Lee
County of Santa Clara
svcleanenergy.org
333 W El Camino Real
Suite 330
Sunnyvale, CA 94087
(MTC) Climate Program Implementation Grant for Charging Infrastructure
1g) Adopt Resolution Amending SVCE Conflict of Interest Code to Add Director of Customer Success, Director of Decarbonization Policy and Community Strategies, and Power Settlements Planner as Designated Positions for Filing Statements of Economic Interests
1h) Receive Executive Committee Report
1i) Receive Closing Report from the 2024 Legislative Ad Hoc Committee of the Board
1j) Receive Closing Report from the CEO Transition Ad Hoc Committee 1k) Receive Finance and Administration Committee Report 1l) Receive California Community Power Report
1m) Receive California Community Choice Financing Authority Report Regular Calendar
2) CEO Report (Informational)
3) Approve Fiscal Year 2024-2025 Budget Update and 2025 Customer Rate Setting (Action)
4) Proposal to Establish the Silicon Valley Clean Energy Community Fund (Discussion)
5) Approve 2025 Legislative Policy Platform and Formation of 2025 Legislative Ad Hoc Committee (Action)
6) Approve SVCE’s Policy Updates as Part of the Agency Policies Streamlining Project (Action)
7) 2025 SVCE Elections (Informational)
Board Member Announcements and Direction on Future Agenda Items Adjourn
SILICON VALLEY <3/ CLEAN ENERGY

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Silicon Valley Clean Energy Authority
Board of Directors Meeting
Wednesday, November 13, 2024
7:00 pm
Cupertino Community Hall
10350 Torre Avenue
Cupertino, CA
Administrative Conference Room, Gilroy City Hall
7351 Rosanna St.

Gilroy, CA
Milpitas Police Department
Community Conference Room
1275 N. Milpitas Blvd.

Milpitas CA 95035

DRAFT MEETING MINUTES
Call to Order:

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

Director Meadows announced she would be participating remotely pursuant to AB 2449 due to a physical disability qualifying under the Americans with Disabilities Act, and there was no one else 18 or over present in her remote location.

Roll Call

Present:

Tina Walia (Chair), Saratoga
George Tyson (Vice Chair), Los Altos Hills
Elliot Scozzola, Campbell
Zach Hilton, Gilroy (participated remotely)
Sally Meadows, Los Altos (participated remotely)
Rob Rennie, Los Gatos
Evelyn Chua, Milpitas (participated remotely)
Bryan Mekechuk, Monte Sereno
Yvonne Martinez Beltran, Morgan Hill
Margaret Abe-Koga, Mountain View (joined the meeting in-person at 7:15 p.m.) Otto Lee, Santa Clara County

Absent:

Sheila Mohan, Cupertino
Larry Klein, Sunnyvale
A quorum was present.

Item 1a Draft Minutes: 11/13/24 SVCE BOD Meeting
SILICON VALLEY \3/ CLEAN ENERGY

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Public Comment on Matters Not Listed on the Agenda
No speakers.

Consent Calendar
There were no requests from the public to speak on any matter on the Consent Calendar. 1a) Approve Minutes of the October 9, 2024, Board of Directors Meeting 1b) Receive September 2024 Treasurer Report
1c) Approve SVCE 2023 Annual Power Source Disclosure Report Attestation 1d) Receive FY24 Q4 Decarbonization Strategy and Programs Quarterly Report 1e) Approve a Delegation of Authority Allowing the Chief Executive Officer to Purchase Carbon-Free Nuclear Energy for 2025-2027 1f) Approve GreenPrime Product and Rate Methodology
1g) Authorize the Chief Executive Officer to Execute Agreements with Tenaska Power Services for Scheduling Coordination Services
1h) Receive Executive Committee Report
1i) Receive Audit Committee Report
1j) Receive 2024 Legislative Response to Industry Transition Ad Hoc Committee Report 1k) Receive Finance and Administration Committee Report 1l) California Community Power Report
MOTION: Director Lee moved and Director Martinez Beltran seconded the motion to approve the Consent Calendar, Items 1a through 1l.

The motion carried by verbal roll call vote with Directors Mohan, Klein, and Showalter absent and Director Meadows unable to vote due to technical difficulties.

Regular Calendar
2) CEO Report (Informational)
CEO Monica Padilla reported the following:
1) Announcement of staff promotions for Kathy Chai, Hannah Gustafson, Leanna Hyunh, Kaley Dodson, Leslie Madarang, Michaela Pippin, Brett Sirianni, Owen Milligan, and Adam Pearse; 2) Announcement of a site visit to SunZia Wind and Transmission in New Mexico, and attendance of a ribbon cutting event at Victory Pass; and
3) Bena Chang, Director of Government and Legislative Affairs, provided information relating to the 2024 election and retention of the Democratic majority at the state level, passage of the Climate Bond, Proposition 4, and participation with trade associations at the federal-level to identify additional opportunities.

Staff responded to questions from board members regarding previously allocated federal funds and the status of pending funding, EV charging station grants, and County-level advocacy for climate goals.

Chair Walia congratulated Silicon Valley Clean Energy (SVCE) staff members on their promotions and acknowledged staff members for their engagement in the Victory Pass ribbon-cutting event.

Alternate Director Abe-Koga joined the meeting in-person at 7:15 p.m. during Item No. 2.

Item 1a Draft Minutes: 11/13/24 SVCE BOD Meeting

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3) Approve SVCE’s Participation in the California Public Utilities Commission Hourly Flex Pricing Pilots (Action)
Citlalli Sandoval, Senior Regulatory Advisor, and Beth Trenchard, Communications Consultant, provided information relating to the request to approve the California Public Utilities Commission (CPUC) hourly flex pricing pilots, which included the following:
• Hourly Flex Pricing (HFP) pilot for eligible agricultural, residential, and commercial customers is CPUC-designed and is a PG&E administered 3-year pilot.
• Participation would benefit customers, help SVCE and regulators learn more about hourly rate implementation, and supports Load Management Standard (LMS) compliance. • Approval would allow staff to roll out the HFP pilot and take any contracting/implementation actions needed.
• If SVCE does not participate, then SVCE customers interested in enrolling in the CPUC pilot would need to opt-out of SVCE to participate.

Staff responded to questions from board members regarding PG&E’s hourly pricing automation, customer eligibility for HFP pilots and program enrollment, and maximizing customer participation.

Chair Walia opened Public Comment.

No speakers.

Chair Walia closed Public Comment.

MOTION: Director Lee moved and Director Mekechuk seconded the motion to approve SVCE’s participation in the California Public Utilities Commission hourly flex pricing pilots.

The motion carried by verbal roll call vote with Directors Mohan and Klein absent. 4) Adopt SVCE’s Long-term Clean Targets (Action)
Maren Wenzel, Director of Regulatory, Policy and Planning, provided information relating to the request from SVCE staff to adopt SVCE’s long-term clean targets and minimum Renewable Portfolio Standard (RPS) as follows:
• 2030-2034: 75% RPS retail sales/100% clean measured annually. • 2035-2045: 100% RPS retail sales/100% clean measured annually. • Allow for 10% margin of error on targets to help manage risk. If expected shortfall exceeds 10%, staff would return to the board of directors for additional guidance.
• Define clean energy resources to include RPS-eligible resources and carbon-free large hydroelectricity and nuclear energy.
• Include line losses as applicable.

Additionally, direct staff to return to the Board of Directors by March 2025 with recommendations regarding the following:
• Incorporate and inform the Board of Directors of the expected clean energy position and any expected shortfall;
• Incorporate hourly GHG reductions in assessment and approval of PPAs; and • Report on clean hourly progress.

Staff responded to questions and comments from board members regarding future solar contracts reduction, clarification relating to the 10% margin of error, offshore wind allocation, and the variability of demand and its impact.

Board members provided supportive comments on the proposed long-term clean targets.

Item 1a Draft Minutes: 11/13/24 SVCE BOD Meeting

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Chair Walia opened Public Comment.

No speakers.

Chair Walia closed Public Comment.

MOTION: Director Mekechuk moved and Vice Chair Tyson seconded the motion to adopt Silicon Valley Clean Energy’s (SVCE) long-term clean targets.

The motion carried by verbal roll call vote with Directors Mohan and Klein absent.

In response to an inquiry from Director Rennie, Director Mekechuk clarified that the motion for Item No. 4 included staff returning to the Board by March 2025 with recommendations as outlined by staff; the seconder of the motion, Vice Chair Tyson, concurred.
5) Local Agency Action Planning (Informational)
Zoe Elizabeth, Deputy Director of Decarbonization Programs and Policy, provided a status update on member agency electrification readiness planning, SVCE’s launch of two complimentary programs to provide $4M in technical resources and grants to enable sensible local policies and smoother local permitting of water heaters, and status updates on member agency action plans.

Staff responded to questions and comments from board members regarding required disclosures relating to gas appliances at a property’s time of sale.

Chair Walia opened Public Comment.

No speakers.

Chair Walia closed Public Comment.

Board Member Announcements and Future Agenda Items
Director Mekechuk commented that he attended the VERGE Conference and toured the SVCE Dream Home.

Director Lee announced that he will attend the 2024 United Nations Climate Change Conference in Azerbaijan.

CEO Padilla announced SVCE will host a holiday mixer event at Cupertino Community Hall at 4:30 p.m. on December 11, 2024.

Adjourn
Chair Walia adjourned the meeting at 8:26 p.m.

ATTEST:
_____________________________
Andrea Pizano, Board Secretary
Item 1a Draft Minutes: 11/13/24 SVCE BOD Meeting
1 TREASURER REPORT
Fiscal Year to Date
As of October 31, 2024
(Preliminary & Unaudited)
Issue Date: December 11, 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 16-24
Item 1b Treasurer Report, October 2024
SILICON VALLEY <3/ CLEAN ENERGY
2

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Balance Sheet Highlights:
> SVCE operations resulted in a change in net position of $12.8 million for the month of October and fiscal-year-to-date (FYTD). > Total Net Position increased further to $501 million. > SVCE is investing ~96% of available funds, recognizing interest/dividend income of $428.7K for the month of October. *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* 489.5 M
Total Interest/Div. Earned FYTD 0.4 M
Average Return On Investments** 4.82%
* Includes River Bank accounts - Money Market, Collateral and ICS; CAMP; PFM Portfolio ** Average annualized Yield for the current month
* Actual investment income includes unrealized mark-to-market gain or loss of the total investment portfolio.

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights* ($ in millions)
October 31, 2024
501.0 M
0 M
90 M
180 M
270 M
360 M
450 M
540 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) Budget (Left Y-Axis)** Actual (Left Y-Axes) 410
301
490
350
120
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 Including Unspent Earmarked Funds* DCOH Excluding Unspent Earmarked Funds* Maximum Reserves Target Reserves
Minimum Reserves
$ 1,358.3 K
$ 428.7 K

0.0 M

3.0 M

6.0 M

9.0 M

12.0 M

15.0 M

18.0 M

21.0 M

24.0 M
$ 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
Investment Income*
Budget Actual
River City Bank
Accounts
6%
California Asset Management
Program (CAMP)
40%
PFM Asset Management Investment
Portfolio
54%
SVCE Accounts
* Earmarked funds are unspent SVCE program and the building funds.

Item 1b Treasurer Report, October 2024
3

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Summary of Actual Results vs. Adopted Budget (includes allocated but unspent program dollars):
> October 2024 operating margin of $15.2 million (or 34%) is significantly above the adopted budget expectations of $4.6 million (or 12%). > FYTD Power Supply costs are -13% below adopted budget. > Retail GWh sales for October were 7% above the budget estimation.

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

Revenue 44.9 M 38.7 M 16.1% 44.9 M 38.7 M 16.1%
Power Supply Cost 29.7 M 34.0 M -12.7% 29.7 M 34.0 M -12.7% Operating Margin 15.2 M 4.6 M 228.3% 15.2 M 4.6 M 228.3% Operating Expenses (ex Power) 2.2 M 3.0 M -27.3% 2.2 M 3.0 M -27.3% Other Non-Op. Expen. (Income) 18.3 M 17.5 M 4.9% 18.3 M 17.5 M 4.9% Net Increase in Available Fund
Balance -5.3 M -15.9 M -66.4% -5.3 M -15.9 M -66.4%
Customer Load Statistics:

Total Accounts 281,658
Opt-Out Accounts (Month) 41
Opt-Out Accounts (FYTD) 41
Opt-Up Accounts (Month) (7)
Opt-Up Accounts (FYTD) (7)
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. $ 79,624,658 $ 93,341,716 $ 14,329,000 $ 611,942
$ 5,437,984 $ 9,828,749 $ 4,411,000 $ 20,235
$ - $ 20,000,000 $ 20,000,000 $ -
$ 9,159,383 $ 9,159,383 $ - $ -

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights** ($ in millions)
October 31, 2024
October Fiscal YTD
October - customer demand and revenues exceeded SVCE's
forecast, driven by higher-than-average temperatures in October.

Additionally, lower power supply costs and reduced operating expenses further improved the net position.
Higher October customer demand
Beginning Balance End Balance YTD Contributions YTD Expenditures Lower YTD costs is mostly due to gradual decline in energy and attribute prices. Staffing vacancies, underrunning professional services, and lower marketing expenses Reflects budgetary transfers to program and other funds 10,548 K
0 M
2 M
4 M
6 M
8 M
10 M
12 M
Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept
Net Increase in Available Fund Balance
Comparing Actuals to Adopted Budget
254,171
27,487

94.0%

94.5%

95.0%

95.5%

96.0%

96.5%

97.0%
-
50,000
100,000
150,000
200,000
250,000
300,000
Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep
Customer Accounts and Participation Rate
Res Accounts Com Accounts Customer Participation (Right Y-Axes) -12%
-9%
-6%
-3%
0%
3%
6%
9%
12%
280.0
290.0
300.0
310.0
320.0
330.0
340.0
350.0
360.0
370.0
Retail Sales - Actual vs Budget (GWh)
Retail Sales Actual (GWh) Retail Sales Budget (GWh)
Load deviation from the Budget (Right Y-Axes)
Power Supply

91.2%
Personnel

3.5%
Contract
Services

3.6%
G & A

1.4%
Depreciation

0.2%
YTD Operating Expenses
Item 1b Treasurer Report, October 2024 1 1 1 1 rr
4 Current Assets
Cash & Cash Equivalents* $ 258,336,910
Accounts Receivable, net of allowance 38,397,311
Investments** 65,225,825
Accrued Revenue 22,152,052
Other Receivables 15,360,725
Prepaid Expenses 1,676,409
Deposits 695,202
Total Current Assets 401,844,434
Noncurrent assets
Capital assets, net of depreciation 713,995
Investments** 195,646,868
Deposits 45,130
Total Noncurrent Assets 196,405,993
Total Assets 598,250,427
Current Liabilities
Accounts Payable 1,487,271
Accrued Cost of Electricity 54,584,719
Due to broker 12,944,066
Other accrued liabilities 1,040,054
User Taxes and Energy Surcharges due to other gov'ts 1,419,911 Supplier security deposits 375,000
Lease liability 358,912
Total Current Liabilities 72,209,933
Noncurrent Liabilities
Supplier security deposits 25,053,125
Total noncurrent liabilities 25,053,125
Total Liabilities 97,263,058
Net investment in capital assets 355,083
Restricted for security collateral -
Unrestricted (deficit) 500,632,286
Total Net Position $ 500,987,369
* May not account for securities acquired towards the end of the month but not yet paid. ** May include securities acquired towards the end of the month but not yet paid.

NET POSITION

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF NET POSITION
As of October 31, 2024
ASSETS

LIABILITIES
Item 1b Treasurer Report, October 2024
5 OPERATING REVENUES
Electricity Sales, Net $ 42,272,261
GreenPrime electricity premium 216,009
Liquidated damages 2,400,000
TOTAL OPERATING REVENUES 44,888,270

OPERATING EXPENSES
Cost of Electricity 29,690,455
Contract services 1,177,421
Staff compensation and benefits 1,153,708
Other operating expenses 462,895
Depreciation 53,537
TOTAL OPERATING EXPENSES 32,538,016
OPERATING INCOME(LOSS) 12,350,254

NONOPERATING REVENUES (EXPENSES)
Interest Income 428,694
Financing costs (701)
TOTAL NONOPERATING REVENUES (EXPENSES) 427,993
CHANGE IN NET POSITION 12,778,247
Net Position at beginning of period 488,209,122
Net Position at end of period $ 500,987,369

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES
October 1, 2024 through October 31, 2024

AND CHANGES IN NET POSITION
Item 1b Treasurer Report, October 2024
6 Item 1b Treasurer Report, October 2024

SILICON VALLEY CLEAN ENERGY AUTHORITY

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

CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Receipts of liquidated damages
Receipts of security deposits
Payments to suppliers for electricity
Payments for other goods and services
Payments for staff compensation and benefits
Tax and surcharge payments to other governments
Net cash provided (used) by operating activities

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Payments of lease liability
Acquisition of capital assets
Net cash provided (used) by capital and related
financing activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments
Proceeds from investment sales
Investment income received
Net cash provided (used) by investing activities
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of period
Reconciliation to the Statement of Net Position
Cash and cash equivalents (unrestricted)
Restricted cash
Cash and cash equivalents
$ 55,394,560
2,400,000
9,767,100
(35,567,016)
(2,639,856)
(1,417,469)
(1,074,136)
26,863,183
(44,530)
(6,361)
(50,891)
(45,087,566)
12,849,344
2,288,968
(29,949,254)
(3,136,962)
261,473,872
$ 258,336,910
$ 258,336,910
$ -
$ 258,336,910

NONCASH INVESTING ACTIVITIES
Unrealized appreciation (depreciation) and timing differences in investment income $ (1,860,274) 7 Operating Income (loss) $ 12,350,254
Adjustments to reconcile operating income to net cash
provided (used) by operating activities
Depreciation expense 53,537
(Increase) decrease in accounts receivable 4,664,135
(Increase) decrease in other receivables 1,018,210
(Increase) decrease in accrued revenue 7,427,433
(Increase) decrease in prepaid expenses (833,274)
(Increase) decrease in current deposits 17,100
Increase (decrease) in accounts payable (282,794)
Increase (decrease) in accrued cost of electricity (6,836,985) Increase (decrease) in accrued liabilities (205,019)
Increase (decrease) in taxes and surcharges due to other governments (259,414) Increase (decrease) in supplier security deposits 9,750,000 Net cash provided (used) by operating activities $ 26,863,183

CASH PROVIDED (USED) BY OPERATING ACTIVITIES

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

RECONCILIATION OF OPERATING INCOME (LOSS) TO NET
Item 1b Treasurer Report, October 2024
8 FYTD FYTD FY 2024-25 FY 2024-25
OPERATING REVENUES Actual Budget $ % Budget Remaining Budget Energy Sales $42,272,261 $38,477,069 $3,795,192 10% $438,837,000 $396,564,739 Green Prime Premium 216,009 173,481 $42,528 25% 2,213,000 1,996,991 Other Income 2,400,000 2,400,000 (2,400,000)
TOTAL OPERATING REVENUES 44,888,270 38,650,550 6,237,720 16.1% 441,050,000 396,161,730

ENERGY EXPENSES
Power Supply 29,690,455 34,021,772 (4,331,317) -13% 387,145,000 357,454,545 Operating Margin 15,197,815 4,628,778 10,569,037 228% 53,905,000 38,707,185

OPERATING EXPENSES
Data Management 270,465 311,141 (40,676) -13% 3,734,000 3,463,535 PG&E Fees 100,000 126,368 (26,368) -21% 1,516,000 1,416,000 Salaries & Benefits 1,153,708 1,449,036 (295,328) -20% 17,388,000 16,234,292 Professional Services 313,774 780,798 (467,024) -60% 9,370,000 9,056,226 Marketing & Promotions 96,685 134,750 (38,065) -28% 1,617,000 1,520,315 General & Administrative 271,745 234,015 37,730 16% 2,808,000 2,536,255 TOTAL OPERATING EXPENSES 2,206,377 3,036,108 (829,731) -27% 36,433,000 34,226,623 OPERATING INCOME/(LOSS) 12,991,438 1,592,670 11,398,768 716% 17,472,000 4,480,562

NON-OPERATING REVENUES
Investment Income 428,694 1,358,250 (929,556) -68% 16,299,000 15,870,306 TOTAL NON-OPERATING REVENUES 428,694 1,358,250 (929,556) -68% 16,299,000 15,870,306

NON-OPERATING EXPENSES
Financing - 1,992 (1,992) -100% 24,000 24,000

CAPITAL EXPENDITURES, TRANSFERS,
& OTHER
Capital Outlay 6,361 83,500 (77,139) -92% 1,002,000 995,639 Transfer to Programs Fund 8,821,000 8,821,000 - 0% 8,821,000 - Nuclear Allocation 3,708,000 3,708,000 - 0% 3,708,000 - Transfer to Hanford Emissions Mitigation Fund 1,800,000 1,800,000 1,800,000 Transfer to CRCR Fund 4,411,000 4,411,000 - 0% 4,411,000 - Transfer from Electrification Discount Fund - - - n/a - - Transfer from CRCR Fund - customer bill relief - - - n/a - - TOTAL OTHER USES 18,746,361 18,823,500 (77,139) 0% 19,742,000 995,639

NET INCREASE(DECREASE) IN AVAILABLE
FUND BALANCE $ (5,326,229) $ (15,874,572) $ 10,548,343 -66% $14,005,000 Variance

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2024 through October 31, 2024
Item 1b Treasurer Report, October 2024
9 BUDGET ACTUAL/
REVENUE & OTHER SOURCES: ACTUAL REMAINING BUDGET
Transfers in - General Programs $ 8,821,000 $ 8,821,000 $ - 100.0% Transfers in - Nuclear Allocation $ 3,708,000 $ 3,708,000 Transfer in - Hanford Emissions Mitigation Fund $ 1,800,000 $ 1,800,000 $ - 100.0% Total $ 14,329,000 $ 14,329,000 $ -
EXPENDITURES & OTHER USES:

Program expenditures 17,522,064 611,942 16,910,122 3.5% Net increase (decrease) in fund balance $ (3,193,064) $13,717,058 Fund balance at beginning of period 79,624,658
Fund balance at end of period $93,341,716

BUDGET ACTUAL/
REVENUE & OTHER SOURCES: ACTUAL REMAINING BUDGET
Transfer from Operating Fund $ 4,411,000 $ 4,411,000 $ - 100.0% EXPENDITURES & OTHER USES:

Customer bill relief credit 4,411,000 - 4,411,000 0.0%
Other program expenditures 825,000 20,235 804,765 2.5%
Total Program expenditures 5,236,000 20,235 5,215,765
Net increase (decrease) in fund balance $ (825,000) 4,390,765 Fund balance at beginning of period 5,437,984
Fund balance at end of period $9,828,749

SILICON VALLEY CLEAN ENERGY AUTHORITY

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

CUSTOMER RELIEF & COMMUNITY RESILIENCY FUND

GENERAL PROGRAM FUND
BUDGETARY COMPARISON SCHEDULE*
October 1, 2024 through October 31, 2024
BUDGET
BUDGET
Item 1b Treasurer Report, October 2024
10 BUDGET ACTUAL/
REVENUE & OTHER SOURCES: BUDGET ACTUAL REMAINING BUDGET Transfer from Operating Fund $ - $ - $ - n/a
EXPENDITURES & OTHER USES:

Program expenditures 850,000 - 850,000 0.0%
Net increase (decrease) in fund balance $ (850,000) 0
Fund balance at beginning of period 9,159,383
Fund balance at end of period $9,159,383

BUDGET ACTUAL/
REVENUE & OTHER SOURCES: 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, 2024 through October 31, 2024

ELECTRIFICATION DISCOUNT FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2024 through October 31, 2024
Item 1b Treasurer Report, October 2024
11 Net Increase (decrease) in available fund balance
per budgetary comparison schedule $ (5,326,229)
Adjustments needed to reconcile to the changes
in net position in the Statement of Revenues,
Expenses and Changes in Net Position
Subtract depreciation expense (53,537)
Subract program expense not in operating budget (632,177) Add back GASB 87 expenses not in operating budget 43,829 Add back transfer to Program fund 18,740,000
Add back capital asset acquisition 6,361
Change in Net Position 12,778,247

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGET RECONCILIATION TO STATEMENT OF

REVENUES, EXPENSES AND CHANGES IN NET POSITION
October 1, 2024 through October 31, 2024

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

OPERATING REVENUES
Electricity sales, net $ 42,272,261 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 42,272,261 Green electricity premium $ 216,009 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - 216,009 Liquidated damages $ 2,400,000 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - 2,400,000 Other Income $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - - Total operating revenues 44,888,270 - - - - - - - - - - - 44,888,270

OPERATING EXPENSES
Cost of electricity 29,690,455 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - 29,690,455 Staff compensation and benefits 1,153,708 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - 1,153,708 Data manager 270,465 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - 270,465 Service fees - PG&E 100,000 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - 100,000 Consultants and other professional fees 806,956 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - 806,956 Other operating expenses 462,895 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - 462,895 Depreciation 53,537 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - 53,537 Total operating expenses 32,538,016 - - - - - - - - - - - 32,538,016 Operating income (loss) 12,350,254 - - - - - - - - - - - 12,350,254

NONOPERATING REVENUES (EXPENSES)
Grant income - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - - Interest income 428,694 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - 428,694 Financing costs (701) $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - (701) Total nonoperating revenues (expenses) 427,993 - - - - - - - - - - - 427,993 CHANGE IN NET POSITION $ 12,778,247 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 12,778,247

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
October 1, 2024 through October 31, 2024
Item 1b Treasurer Report, October 2024
13 Ending Balance of SVCE Accounts: Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts $ 33,363,756 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - California Asset Management Program (CAMP) $ 206,767,899 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - PFM Asset Management Investment Portfolio $ 281,807,003 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Total Ending Balance $ 521,938,658 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Return On Investments:

Annual % Yield Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts 4.58%
California Asset Management Program (CAMP) 5.03%
PFM Asset Management Investment Portfolio 4.69%
Average Return On Investments: 4.82%
Interest Earned Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts $ 14,385 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - California Asset Management Program (CAMP) $ 908,552 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - PFM Asset Management Investment Portfolio * $ (508,758) $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Total Interest and Investment Gains $ 414,179 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - * Includes change in current market value and accrued interest.

CAMP Portfolio Statistics
As of October 31, 2024
Beginning of the Month Market Value $ 231,859,347
Ending of The Month Market Value $ 206,767,899
Yield at Market 5.03% Weighted Average Maturity (days) 36 PFM Portfolio Statistics
As of October 31, 2024
Portfolio Par Value $ 281,455,213
Portfolio Market Value (icl. Accrued Interest) $ 281,807,003 Yield at Cost 4.69%
Yield at Market 4.45%
Benchmark Yield* 4.22%
Portfolio Effective Duration (years) 1.40 Weighted Average Maturity (days) 652 *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, 2024 through October 31, 2024

14.55% 15.58%

32.95%

30.63%

3.49% 2.80%

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
44%
Commercial
Paper
13%
CAMP Pool
7%
Federal Agency
Commercial
5%
Supra-National Agency
0% Corp. & Bank Notes
16%
Certificate of Deposit
2%
Asset-Backed
Security
13%
SVCE PFM Portfolio Investments
Repurchase
Agreements,

33.9%
Certificates of
Deposit, 26.9%
Commercial
Paper, 34.0%
Federal
Agencies ,

1.1%
US Treasuries,

0.9%
Money Market
Funds, 0.1%
SupraNational
Debt, 1.0%
Corporate
Notes, 2.2%
Camp Pool Composition (based on market value)
Item 1b Treasurer Report, October 2024
14 October November December January February March April May June July August September YTD Retail Sales Actual (GWh) 338.0 338
Retail Sales Budget (GWh) 316.8 331.8 346.9 363.3 341.8 326.0 310.5 310.3 323.6 342.9 348.8 344.1 317 Load deviation from the Budget (Right Y-Axes)6.7% 6.7%
Customer Participation Rate Res 96.1%
Customer Participation Rate Com 96.5%
Total Accounts 281,658 281,658
Opt-Out Accounts 41 41
Opt-Up Accounts -7 -7

0.09 34.45
SVCE Arrearager Total for customers 31+ days late and 120+ days late Age Summary (as of 11/1/2024) Date Amount
<30 days $35,091,324 High 11/29/2021 $7.99M
<60 days $1,841,536 Low 4/17/2020 $2.54M
<90 days $802,028 Current 7/31/2023 $6.5 M
<120 days $502,324
Older $3,385,744

October 2024 FYTD
Bad Debt % (Actual)

0.30%

TOTAL DUE
Bad Debt % (Budget )

0.75%
Accounts Receivable Days
34 Days
$41,622,957

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 24-'25 Total (L Axes) $308,552 $417,275 $415,187 $639,455 $885,995 $1,484,752 $1,539,437 $134,736 % Revenue 0.12% 0.14% 0.14% 0.25% 0.23% 0.33% 0.29% 0.30% Av./Month (R Axes) $25,713 $34,773 $34,599 $53,288 $73,833 $123,729 $128,286 $134,736 $-
$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
$1,800,000
SVCE Write-offs By Fiscal Year
Item 1b Treasurer Report, October 2024
16 M
^—>120Days ^—31+ Days
15 Item 1b Treasurer Report, October 2024
Silicon Valley Clean Energy October 31, 2024
Certificate of Compliance
During the reporting period for the month ended October 31, 2024, the account(s) managed by PFM Asset Management ("PFMAM") were in compliance with the applicable investment policy and guidelines as furnished to PFMAM.

Acknowledged : PFM Asset Management, a division of U.S. Bancorp Asset Management, Inc.

Note: Pre- and post-trade compliance for the account(s) managed by PFM Asset Management is provided via Bloomberg Financial LP Asset and Investment Management ("AIM"). 16 Item 1b Treasurer Report, October 2024
Managed Account Security Transactions & Interest For tiie Month Ending October 31, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal
Trade Settle Security Description CUSIP Par Proceeds
Accrued
Interest Total
Realized G/L Realized G/L Sale
Cost Amort Cost Method
BUY
10/01/24 10/04/24 US TREASURY N/B
DTD 09/16/2024 3.375% 09/15/2027
91282CLL3 2,000,000.00 (1,991,875.00) (3,542.82) (1,995,417.82) 10/01/24 10/04/24 ACCENTURE CAPITAL INC (CALLABLE)
DTD 10/04/2024 3.900% 10/04/2027
00440KAA1 325,000.00 (324,580.75) 0.00 (324,580.75)
10/07/24 10/10/24 TOYOTA MOTOR CREDIT CORP
DTD 10/10/2024 4.350% 10/08/2027
89236TMS1 695,000.00 (694,728.95) 0.00 (694,728.95)
10/08/24 10/16/24 GMCAR 2024-4 A2A
DTD 10/16/2024 4.530% 10/18/2027
38014AAB7 655,000.00 (654,972.69) 0.00 (654,972.69)
10/08/24 10/16/24 HART 2024-C A2A
DTD 10/16/2024 4.530% 09/15/2027
448976AB6 885,000.00 (884,946.28) 0.00 (884,946.28)
10/09/24 10/10/24 BOFA SECURITIES INC
DTD 10/07/2024 0.000% 07/03/2025
06054NU33 4,000,000.00 (3,869,068.90) 0.00 (3,869,068.90) 10/10/24 10/17/24 TAOT 2024-D A2A
DTD 10/17/2024 4.550% 08/16/2027
89239TAB8 610,000.00 (609,960.29) 0.00 (609,960.29)
10/16/24 10/18/24 MORGAN STANLEY BANK NA
(CALLABLE)
DTD 10/18/2024 4.447% 10/15/2027
61690U8G8 455,000.00 (455,000.00) 0.00 (455,000.00)
10/16/24 10/23/24 NAROT 2024-B A2A
DTD 10/23/2024 4.510% 06/15/2027
65479WAB0 1,055,000.00 (1,054,915.81) 0.00 (1,054,915.81) 10/16/24 10/24/24 HAROT 2024-4 A2
DTD 10/24/2024 4.560% 03/15/2027
43816DAB1 1,570,000.00 (1,569,892.93) 0.00 (1,569,892.93) 10/17/24 10/22/24 STATE STREET CORP (CALLABLE)
DTD 10/22/2024 4.330% 10/22/2027
857477CP6 750,000.00 (750,000.00) 0.00 (750,000.00)
10/17/24 10/24/24 WFCIT 2024-A2 A
DTD 10/24/2024 4.290% 10/15/2029
92970OAE5 655,000.00 (654,902.67) 0.00 (654,902.67)
10/25/24 10/28/24 NATIXIS NY BRANCH
DTD 07/18/2024 0.000% 02/24/2025
63873JPO7 2,500,000.00 (2,461,986.11) 0.00 (2,461,986.11) 10/25/24 10/28/24 US TREASURY N/B
DTD 10/15/2024 3.875% 10/15/2027
91282CLO2 5,000,000.00 (4,982,031.25) (6,919.64) (4,988,950.89) 10/25/24 10/28/24 BARCLAYS CAPITAL INC
DTD 10/25/2024 0.000% 04/30/2025
06743URW4 2,500,000.00 (2,441,477.78) 0.00 (2,441,477.78) 10/25/24 10/28/24 US TREASURY N/B
DTD 02/28/2022 1.875% 02/28/2027
91282CEC1 5,000,000.00 (4,761,523.44) (15,020.72) (4,776,544.16) PPM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 37
17 Item 1b Treasurer Report, October 2024
Managed Account Security Transactions & Interest For the Month Ending October 31, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal Accrued Realized G/L Realized G/L Sale DTD 10/15/2024 3.875%
10/15/2027
Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method BUY
10/25/24 10/28/24 US TREASURY N/B
DTD 09/30/2024 3.500% 09/30/2026
91282CLP4 7,000,000.00 (6,927,265.63) (18,846.15) (6,946,111.78) 10/28/24 10/29/24 US TREASURY N/B
DTD 01/31/2024 4.250% 01/31/2026
91282CJV4 10,000,000.00 (9,998,437.50) (103,940.22) (10,102,377.72) 10/30/24 11/04/24 FHMS K739 A2
DTD 11/01/2020 1.336%
09/01/2027
3137F64P9 2,400,000.00 (2,215,781.25) (267.20) (2,216,048.45) 10/31/24 11/04/24 US TREASURY N/B
DTD 10/31/2024 4.125%
10/31/2026
91282CLS8 7,500,000.00 (7,488,281.25) (3,418.51) (7,491,699.76) 10/31/24 11/04/24 US TREASURY N/B 91282CLQ2 2,500,000.00 (2,479,003.91) (5,322.80) (2,484,326.71) Transaction Type Sub-Total 58,055,000.00 (57,270,632.39) (157,278.06) (57,427,910.45)

INTEREST
DTD 07/01/2015 2.848% 04/01/2025
10/01/24 10/25/24 FHMS K063 A2
DTD 03/01/2017 3.430% 01/01/2027
3137BVZ82 0.00 6,359.79 6,359.79
10/01/24 10/25/24 FHMS K057 A2
DTD 09/01/2016 2.570% 07/01/2026
3137BROJ7 0.00 2,516.46 2,516.46
10/01/24 10/25/24 FHMS K054 A2
DTD 04/01/2016 2.745% 01/01/2026
3137BNGT5 0.00 2,516.25 2,516.25
10/01/24 10/25/24 FHMS K059 A2
DTD 11/01/2016 3.120% 09/01/2026
3137BSRE5 0.00 1,820.00 1,820.00
10/01/24 10/25/24 FHMS K058 Al
DTD 11/01/2016 2.340% 07/01/2026
3137BSP64 0.00 729.46 729.46
10/01/24 10/25/24 FHMS K069 A2
DTD 11/01/2017 3.187% 09/01/2027
3137FBU79 0.00 1,984.88 1,984.88
10/01/24 10/25/24 FHMS K733 A2
DTD 11/01/2018 3.750% 08/01/2025
3137FJXO7 0.00 1,669.62 1,669.62
10/01/24 10/25/24 FHMS K737 A2
DTD 01/01/2020 2.525% 10/01/2026
3137FQXJ7 0.00 2,209.37 2,209.37
10/01/24 10/25/24 FNA 2015-M11A2 3136APSZ6 0.00 1,524.82 1,524.82 PPM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 38
18 Item 1b Treasurer Report, October 2024
Managed Account Security Transactions & Interest For tiie Month Eriding October 31, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal
Trade Settle Security Description CUSIP Par Proceeds
Accrued
Interest Total
Realized G/L Realized G/L Sale
Cost Amort Cost Method

INTEREST
DTD 01/30/2024 4.830% 10/16/2028
10/01/24 10/25/24 FHMS K736 A2
DTD 09/01/2019 2.282% 07/01/2026
3137FNWX4 0.00 1,426.25 1,426.25
10/01/24 10/25/24 FHMS K065 Al
DTD 07/01/2017 2.864% 10/01/2026
3137F1G36 0.00 1,403.66 1,403.66
10/01/24 10/25/24 FHMS K068 A2
DTD 10/01/2017 3.244% 08/01/2027
3137FBBX3 0.00 2,297.83 2,297.83
10/02/24 10/02/24 BMW US CAPITAL LLC
DTD 04/02/2024 5.050% 04/02/2026
05565ECG8 0.00 8,837.50 8,837.50
10/02/24 10/02/24 BANK OF NOVA SCOTIA HOUS
DTD 10/04/2023 5.960% 10/02/2024
06417M4M4 0.00 120,524.44 120,524.44
10/03/24 10/03/24 AMERICAN HONDA FINANCE
DTD 10/04/2023 5.800% 10/03/2025
02665WEO0 0.00 13,050.00 13,050.00
10/04/24 10/04/24 HSBC BANK USA NA
DTD 10/10/2023 6.000% 10/04/2024
40435RSC6 0.00 105,000.00 105,000.00
10/04/24 10/04/24 ADOBE INC (CALLABLE)
DTD 04/04/2024 4.850% 04/04/2027
00724PAE9 0.00 8,487.50 8,487.50
10/15/24 10/15/24 BACCT 2024-Al A
DTD 06/13/2024 4.930% 05/15/2029
05522RDJ4 0.00 4,231.58 4,231.58
10/15/24 10/15/24 TAOT 2024-B A2A
DTD 04/30/2024 5.410% 03/15/2027
89237NAB3 0.00 2,772.62 2,772.62
10/15/24 10/15/24 BAAT 2024-1A A3
DTD 05/22/2024 5.350% 11/15/2028
09709AAC6 0.00 557.29 557.29
10/15/24 10/15/24 BACCT 2023-A2 A2
DTD 12/14/2023 4.980% 11/15/2028
05522RDH8 0.00 1,473.25 1,473.25
10/15/24 10/15/24 ALLYA 2023-1 A3
DTD 07/19/2023 5.460% 05/15/2028
02007WAC2 0.00 2,275.00 2,275.00
10/15/24 10/15/24 WOART 2024-A A2A
DTD 02/14/2024 5.050% 04/15/2027
98164RAB2 0.00 1,313.45 1,313.45
10/15/24 10/15/24 KCOT 2024-1A A2
DTD 02/21/2024 5.390% 01/15/2027
50117BAB6 0.00 3,728.08 3,728.08
10/15/24 10/15/24 ALLYA 2024-1 A3
DTD 03/13/2024 5.080% 12/15/2028
02008FAC8 0.00 1,629.83 1,629.83
10/15/24 10/15/24 TAOT 2024-A A3 89238DAD0 0.00 1,348.38 1,348.38 PPM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 39
19 Item 1b Treasurer Report, October 2024
Managed Account Security Transactions & Interest For the Month Ending October 31, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method

INTEREST
DTD 11/14/2023 5.540% 08/15/2028
10/15/24 10/15/24 HDMOT 2023-B A3
DTD 09/27/2023 5.690% 08/15/2028
41285YAC9 0.00 4,433.46 4,433.46
10/15/24 10/15/24 NAROT 2023-B A2A
DTD 10/25/2023 5.950% 05/15/2026
654S0MAB9 0.00 3,367.45 3,367.45
10/15/24 10/15/24 WOART 2024-B A2A
DTD 05/22/2024 5.480% 09/15/2027
98164HAB4 0.00 1,940.83 1,940.83
10/15/24 10/15/24 HAROT 2024-1 A2
DTD 02/21/2024 5.360% 09/15/2026
437918AB1 0.00 4,804.75 4,804.75
10/15/24 10/15/24 KCOT 2024-2A A2
DTD 06/25/2024 5.450% 04/15/2027
50117DAB2 0.00 1,362.50 1,362.50
10/15/24 10/15/24 FORDO 2024-B A2A
DTD 06/24/2024 5.400% 04/15/2027
34531OAB5 0.00 7,425.00 7,425.00
10/15/24 10/15/24 FORDO 2024-A A2A
DTD 03/19/2024 5.320% 01/15/2027
34535EAB8 0.00 1,817.67 1,817.67
10/15/24 10/15/24 HART 2022-C A3
DTD 11/09/2022 5.390% 06/15/2027
44933DAD3 0.00 2,383.53 2,383.53
10/15/24 10/15/24 FORDO 2023-C A3
DTD 11/21/2023 5.530% 09/15/2028
344940AD3 0.00 1,566.83 1,566.83
10/15/24 10/15/24 UNITEDHEALTH GROUP INC
(CALLABLE)
DTD 03/21/2024 4.600% 04/15/2027
91324PEY4 0.00 19,550.00 19,550.00
10/15/24 10/15/24 CHAIT 2023-Al A
DTD 09/15/2023 5.160% 09/15/2028
161571HT4 0.00 3,461.50 3,461.50
10/15/24 10/15/24 CARMX 2022-2 A3
DTD 04/28/2022 3.490% 02/16/2027
14317HAC5 0.00 1,141.60 1,141.60
10/15/24 10/15/24 HART 2024-B A2A
DTD 07/24/2024 5.150% 06/15/2027
44934OAB7 0.00 2,403.33 2,403.33
10/15/24 10/15/24 AMXCA 2024-1 A
DTD 04/23/2024 5.230% 04/16/2029
02582JKH2 0.00 3,116.21 3,116.21
10/15/24 10/15/24 BAAT 2023-2A A3
DTD 11/21/2023 5.740% 06/15/2028
06054YAC1 0.00 4,018.00 4,018.00
10/15/24 10/15/24 TAOT 2023-D A3 89239FAD4 0.00 1,108.00 1,108.00 PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 40
20 Item 1b Treasurer Report, October 2024
Managed Account Security Transactions & Interest For tiie Month Ending October 31, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal
Trade Settle Security Description CUSIP Par Proceeds
Accrued
Interest Total
Realized G/L Realized G/L Sale
Cost Amort Cost Method

INTEREST
DTD 10/05/2018 3.950% 10/15/2025
10/15/24 10/15/24 US TREASURY N/B
DTD 04/15/2024 4.500% 04/15/2027
91282009 0.00 22,500.00 22,500.00
10/15/24 10/15/24 MBART 2023-2 A2
DTD 10/25/2023 5.920% 11/16/2026
58769FAB1 0.00 961.59 961.59
10/15/24 10/15/24 WOART 2024-C A2A
DTD 08/20/2024 4.780% 01/18/2028
98164NAB1 0.00 4,102.83 4,102.83
10/15/24 10/15/24 WFCIT 2024-Al A
DTD 03/01/2024 4.940% 02/15/2029
929700AA3 0.00 3,807.92 3,807.92
10/15/24 10/15/24 COPAR 2023-2 A2A
DTD 10/11/2023 5.910% 10/15/2026
14044EAB4 0.00 3,257.16 3,257.16
10/15/24 10/15/24 AMXCA 2023-3 A
DTD 09/19/2023 5.230% 09/15/2028
02582JKD1 0.00 3,595.62 3,595.62
10/15/24 10/15/24 HART 2023-C A2A
DTD 11/13/2023 5.800% 01/15/2027
44918CAB8 0.00 2,203.04 2,203.04
10/15/24 10/15/24 NAROT 2024-A A2A
DTD 05/22/2024 5.470% 12/15/2026
65479UAB4 0.00 3,008.50 3,008.50
10/15/24 10/15/24 US TREASURY N/B
DTD 10/16/2023 4.625% 10/15/2026
91282OC6 0.00 69,375.00 69,375.00
10/15/24 10/15/24 DCENT 2023-Al A
DTD 04/11/2023 4.310% 03/15/2028
254683CY9 0.00 4,669.17 4,669.17
10/15/24 10/15/24 FORDO 2024-C A2A
DTD 09/20/2024 4.320% 08/15/2027
34532UAB5 0.00 1,935.00 1,935.00
10/15/24 10/15/24 CHAIT 2024-Al A
DTD 01/31/2024 4.600% 01/16/2029
161571HV9 0.00 2,664.17 2,664.17
10/15/24 10/15/24 USAOT 2024-A A2
DTD 07/30/2024 5.250% 03/15/2027
90327VAB4 0.00 4,987.50 4,987.50
10/15/24 10/15/24 WOART 2023-D A2A
DTD 11/08/2023 5.910% 02/16/2027
98164DAB3 0.00 1,187.39 1,187.39
10/15/24 10/15/24 TAOT 2024-C A2A
DTD 07/30/2024 5.160% 05/17/2027
89237OAB6 0.00 1,440.50 1,440.50
10/15/24 10/15/24 ALLYA 2024-2 A3
DTD 09/27/2024 4.140% 07/16/2029
02007NAC2 0.00 1,366.20 1,366.20
10/15/24 10/15/24 COMCAST CORP (CALLABLE) 20030NCS8 0.00 7,900.00 7,900.00 PPM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Paqe 41
21 Item 1b Treasurer Report, October 2024
Managed Account Security Transactions & Interest For the Month Ending October 31, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal
Trade Settle Security Description CUSIP Par Proceeds
Accrued
Interest Total
Realized G/L Realized G/L Sale
Cost Amort Cost Method

INTEREST
10/16/24 10/16/24 GMCAR 2023-4 A3
DTD 10/11/2023 5.780% 08/16/2028
379930AD2 0.00 2,263.83 2,263.83
10/16/24 10/16/24 CATERPILLAR FINL SERVICE
DTD 08/16/2024 4.450% 10/16/2026
14913UAN0 0.00 2,187.92 2,187.92
10/16/24 10/16/24 GMCAR 2024-3 A2A
DTD 07/10/2024 5.350% 06/16/2027
38013KAB6 0.00 3,165.42 3,165.42
10/16/24 10/16/24 GMCAR 2024-1 A3
DTD 01/17/2024 4.850% 12/18/2028
36268GAD7 0.00 444.58 444.58
10/16/24 10/16/24 GMCAR 2024-2 A2A
DTD 04/10/2024 5.330% 03/16/2027
379931AB4 0.00 1,177.04 1,177.04
10/20/24 10/20/24 VALET 2023-2 A2A
DTD 11/21/2023 5.720% 03/22/2027
92867YAB0 0.00 1,825.40 1,825.40
10/21/24 10/21/24 HAROT 2024-3 A2
DTD 08/21/2024 4.890% 02/22/2027
43813YAB8 0.00 3,341.50 3,341.50
10/21/24 10/21/24 CITIGROUP INC (CALLABLE)
DTD 10/21/2016 3.200% 10/21/2026
172967KY6 0.00 12,000.00 12,000.00
10/21/24 10/21/24 BANK OF AMERICA CORP (CALLABLE)
DTD 10/21/2016 3.248% 10/21/2027
06051GGA1 0.00 28,420.00 28,420.00
10/21/24 10/21/24 HAROT 2023-4 A3
DTD 11/08/2023 5.670% 06/21/2028
438123AC5 0.00 921.38 921.38
10/22/24 10/22/24 PFAST 2023-2A A2A
DTD 11/10/2023 5.880% 11/23/2026
732916AB7 0.00 2,237.76 2,237.76
10/22/24 10/22/24 WELLS FARGO & COMPANY
DTD 04/22/2016 3.000% 04/22/2026
949746RW3 0.00 6.000.00 6,000.00
10/22/24 10/22/24 JPMORGAN CHASE & CO (CALLABLE)
DTD 04/22/2021 1.578% 04/22/2027
46647PCB0 0.00 6,706.50 6,706.50
10/22/24 10/22/24 JPMORGAN CHASE & CO (CALLABLE)
DTD 10/23/2023 6.070% 10/22/2027
46647PDW3 0.00 9,105.00 9,105.00
10/24/24 10/24/24 BANK OF NY MELLON CORP
(CALLABLE)
DTD 04/24/2020 1.600% 04/24/2025
06406RAN7 0.00 6.800.00 6,800.00
10/25/24 10/25/24 CHAOT 2024-1A A2
DTD 03/27/2024 5.480% 04/26/2027
16144BAB4 0.00 778.65 778.65
PPM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 42
22 Item 1b Treasurer Report, October 2024
Managed Account Security Transactions & Interest For the Month Ending October 31, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal Accrued Realized G/L Realized G/L Sale DTD 11/01/2016 2.340% 07/01/2026
Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method

INTEREST
10/25/24 10/25/24 CHAOT 2024-3A A2
DTD 06/27/2024 5.530% 09/27/2027
16144LAB2 0.00 3,732.75 3,732.75
10/25/24 10/25/24 BMWOT 2024-A A3
DTD 06/11/2024 5.180% 02/26/2029
096919AD7 0.00 3,086.42 3,086.42
10/25/24 10/25/24 CHAOT 2024-5A A2
DTD 09/24/2024 4.400% 11/26/2027
16144OAB1 0.00 1,136.67 1,136.67
10/25/24 10/25/24 CHAOT 2024-4A A2
DTD 07/30/2024 5.250% 09/27/2027
16144YAB4 0.00 2,275.00 2,275.00
10/25/24 10/25/24 CHAOT 2024-2A A2 16144CAB2 0.00 3,080.14 3,080.14 DTD 04/25/2024 5.660% 05/26/2027
10/30/24 10/30/24 CITIBANK NA (CALLABLE)
DTD 04/30/2024 5.438% 04/30/2026
17325FBF4 0.00 7,885.10 7,885.10
10/31/24 10/31/24 US TREASURY N/B
DTD 04/30/2024 4.875% 04/30/2026
91282CKK6 0.00 73,125.00 73,125.00
Transaction Type Sub-Total 0.00 686,245.62 686,245.62

MATURITY
10/02/24 10/02/24 BANK OF NOVA SCOTIA HOUS 06417M4M4 2,000,000.00 2,000,000.00 0.00 2,000,000.00 0.00 0.00 DTD 10/04/2023 5.960% 10/02/2024
10/04/24 10/04/24 HSBC BANK USA NA
DTD 10/10/2023 6.000% 10/04/2024
40435RSC6 1,750,000.00 1,750,000.00 0.00 1,750,000.00 0.00 0.00 10/08/24 10/08/24 MUFG BANK LTD/NY
DTD 01/12/2024 0.000% 10/08/2024
62479LK87 2,250,000.00 2,250,000.00 0.00 2,250,000.00 84,621.25 0.00 10/15/24 10/15/24 ING US FUNDING LLC
DTD 06/12/2024 0.000% 10/15/2024
45685QKF5 3,000,000.00 3,000,000.00 0.00 3,000,000.00 48,686.67 0.00 10/16/24 10/16/24 CISCO SYSTEMS INC
DTD 06/20/2024 0.000% 10/16/2024
17277AKG1 3,250,000.00 3,250,000.00 0.00 3,250,000.00 56,672.78 0.00 Transaction Type Sub-Total 12,250,000.00 12,250,000.00 0.00 12,250,000.00 189,980.70 0.00

PAYDOWNS
10/01/24 10/25/24 FHMS K058 Al 3137BSP64 14,272.85 14,272.85 0.00 14,272.85 731.49 458.23 PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 43
23 Item 1b Treasurer Report, October 2024
Managed Account Security Transactions & Interest For tiie Month Ending October 31, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal Accrued Realized G/L Realized G/L Sale DTD 04/28/2022 3.490% 02/16/2027
Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method

PAYDOWNS
10/01/24 10/25/24 FHMS K069 A2
DTD 11/01/2017 3.187% 09/01/2027
3137FBU79 1,270.89 1,270.89 0.00 1,270.89 61.46 56.62
10/01/24 10/25/24 FHMS K736 A2
DTD 09/01/2019 2.282% 07/01/2026
3137FNWX4 459.84 459.84 0.00 459.84 33.18 21.62
10/01/24 10/25/24 FNA 2015-M11A2 3136APSZ6 67,572.14 67,572.14 0.00 67,572.14 2,642.18 1,038.85 10/01/24 10/25/24
DTD 07/01/2015 2.848% 04/01/2025
FHMS K065 Al 3137F1G36 23,286.59 23,286.59 0.00 23,286.59 1,005.14 710.06 DTD 07/01/2017 2.864% 10/01/2026
10/01/24 10/25/24 FHMS K733 A2
DTD 11/01/2018 3.750% 08/01/2025
3137FJXO7 259.57 259.57 0.00 259.57 8.54 4.16
10/15/24 10/15/24 NAROT 2023-B A2A
DTD 10/25/2023 5.950% 05/15/2026
65480MAB9 80,125.30 80,125.30 0.00 80,125.30 1.18 0.72
10/15/24 10/15/24 MBART 2023-2 A2
DTD 10/25/2023 5.920% 11/16/2026
58769FAB1 22,174.99 22,174.99 0.00 22,174.99 1.00 0.70
10/15/24 10/15/24 HART 2022-C A3
DTD 11/09/2022 5.390% 06/15/2027
44933DAD3 33,212.42 33,212.42 0.00 33,212.42 255.58 187.43 10/15/24 10/15/24 HART 2023-C A2A
DTD 11/13/2023 5.800% 01/15/2027
44918CAB8 40,555.05 40,555.05 0.00 40,555.05 1.90 1.36
10/15/24 10/15/24 WOART 2024-A A2A
DTD 02/14/2024 5.050% 04/15/2027
98164RAB2 27,881.36 27,881.36 0.00 27,881.36 2.18 1.70
10/15/24 10/15/24 FORDO 2024-A A2A
DTD 03/19/2024 5.320% 01/15/2027
34535EAB8 22,505.53 22,505.53 0.00 22,505.53 0.79 0.62
10/15/24 10/15/24 WOART 2024-B A2A
DTD 05/22/2024 5.480% 09/15/2027
98164HAB4 1,140.84 1,140.84 0.00 1,140.84 0.11 0.10
10/15/24 10/15/24 TAOT 2024-B A2A
DTD 04/30/2024 5.410% 03/15/2027
89237NAB3 9,910.52 9,910.52 0.00 9,910.52 0.71 0.61
10/15/24 10/15/24 COPAR 2023-2 A2A
DTD 10/11/2023 5.910% 10/15/2026
14O44EAB4 69,149.73 69,149.73 0.00 69,149.73 6.11 4.17
10/15/24 10/15/24 HAROT 2024-1 A2
DTD 02/21/2024 5.360% 09/15/2026
437918AB1 96,878.99 96,878.99 0.00 96,878.99 8.94 6.69
10/15/24 10/15/24 WOART 2023-D A2A
DTD 11/08/2023 5.910% 02/16/2027
98164DAB3 23,702.90 23,702.90 0.00 23,702.90 2.00 1.45
10/15/24 10/15/24 CARMX 2022-2 A3 14317HAC5 31.228.24 31,228.24 0.00 31,228.24 811.20 547.09 PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 44
24 Item 1b Treasurer Report, October 2024
Managed Account Security Transactions & Interest For the Month Ending October 31, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method

PAYDOWNS
10/16/24 10/16/24 GMCAR 2024-2 A2A
DTD 04/10/2024 5.330% 03/16/2027
379931AB4 19,546.35 19,546.35 0.00 19,546.35 1.29 1.06
10/20/24 10/20/24 VALET 2023-2 A2A 92867YAB0 30,183.02 30,183.02 0.00 30,183.02 1.76 1.29 DTD 11/21/2023 5.720% 03/22/2027
10/22/24 10/22/24 PFAST 2023-2A A2A
DTD 11/10/2023 5.880% 11/23/2026
732916AB7 81,188.68 81,188.68 0.00 81,188.68 2.49 1.75
10/25/24 10/25/24 CHAOT 2024-2A A2
DTD 04/25/2024 5.660% 05/26/2027
16144CAB2 53,910.45 53,910.45 0.00 53,910.45 1.94 1.94
10/25/24 10/25/24 CHAOT 2024-1A A2
DTD 03/27/2024 5.480% 04/26/2027
16144BAB4 15,273.28 15,273.28 0.00 15,273.28 1.29 1.04
Transaction Type Sub-Total 765,689.53 765,689.53 0.00 765,689.53 5,582.46 3,049.26 SELL
10/10/24 10/10/24 US TREASURY N/B
DTD 05/31/2023 4.250% 05/31/2025
91282CHD6 600,000.00 599,343.75 9,196.72 608,540.47 8,015.62 2,491.02 FIFO Transaction Type Sub-Total 600,000.00 599,343.75 9,196.72 608,540.47 8,015.62 2,491.02 Managed Account Sub-Total (43,655,599.11) 538,164.28 (43,117,434.83) 203,578.78 5,540.28 Total Security Transactions ($43,655,599.11) $538,164.28 ($43,117,434.83) $203,578.78 $5,540.28 Bolded items are forward settling trades.

PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 45

Page 1 of 1 ends

Staff Report – Item 1c
Item 1c: Approve Cancellation of July 8, 2025 Board of Directors Meeting and Receive 2025 Board of Directors Regular Meeting Schedule
From: Monica Padilla, CEO
Prepared by: Andrea Pizano, Sr. Executive Assistant and Board Clerk Date: 12/11/2024

RECOMMENDATION
Staff recommends that the Silicon Valley Clean Energy (SVCE) Board of Directors (Board) approve the cancellation of the regularly scheduled July 8, 2025 Board meeting and receive the 2025 Board regular meeting schedule.

BACKGROUND
Since 2018, the Board approved a one-month summer hiatus from meetings; in 2018 it was August, and, based on feedback from the Board that a July recess would be preferable, it has been July since 2019.

ANALYSIS & DISCUSSION
Given the positive feedback received for a summer recess, staff would like to propose this be continued. Staff suggests July be selected for the summer hiatus, as this has worked well in the past.

With this approval, the month of July will not have a regularly scheduled SVCE Board meeting, however if the need for Board action arises in July, a special meeting of the Board will be called.

STRATEGIC PLAN
Not applicable.

ALTERNATIVES
The Board may select an alternative month for a summer hiatus; the Board could also choose not to cancel the regularly scheduled July meeting.

FISCAL IMPACT
None.

ATTACHMENT

1. Proposed 2025 SVCE Board of Directors Regular Meeting Schedule Item 1c
SILICON VALLEY \3/ CLEAN ENERGY
12/5/24
2025 Board Meeting Schedule
All Board of Directors meetings occur at 7:00 p.m. and will be held at Cupertino Community Hall, located at 10350 Torre Avenue in Cupertino, CA, with an option to participate virtually unless noted otherwise on the SVCE website
January 8, 2025
February 12, 2025
March 12, 2025
April 9, 2025
May 14, 2025
June 11, 2025
No meeting in July
August 13, 2025
September 10, 2025
October 8, 2025
November 12, 2025
December 10, 2025
Item 1c
Attachment 1

SILICON VALLEY

CLEAN ENERGY

Page 1 of 4 ends

Staff Report – Item 1d
Item 1d: Authorize the Chief Executive Officer to Execute Agreements with Calpine Community Energy for Data Management and Billing Services From: Monica Padilla, CEO
Prepared by: Peyton Parks, Energy Services Principal
Kaley Dodson, Sr. Energy Services Specialist
Date: 12/11/2024

RECOMMENDATION
Staff recommends that the Silicon Valley Clean Energy (SVCE) Board of Directors (Board) delegate to the Chief Executive Officer (CEO) the authority to execute agreements with Calpine Community Energy (“Calpine”) for continuance of essential billing meter data services as follows:

1. Finalize and execute new agreement, provided in substantial form as Attachment 1, in the amount not to exceed $10,671,000 for a term of three years beginning January 1, 2025, with an option to extend the contract for an additional three-years starting January 1, 2028 under same terms and conditions, subject to Board approval which may be sought in 2027.

2. If new agreement is not executed by end of 2024, execute an extension to current agreement, provided as Attachment 2, for a maximum of one year under the same terms and conditions.

All final contract terms and conditions will be reviewed and approved as to form by SVCE’s General Counsel.

BACKGROUND
SVCE serves over 280,000 customers, requiring significant data management and highly accurate billing processes. SVCE relies on a third party to provide these services, which Calpine Community Energy, formerly Calpine Energy Solutions, has provided since SVCE began serving customers in 2017. At the core of these services are critical billing system processes, including the daily ingestion of customer meter data from PG&E and the reconciliation of data discrepancies for timely and accurate billing.

Also provided in the scope of these services critical to SVCE’s operations are billing administration services, including but not limited to:
• Processing customer enrollments, service starts and stops, opt outs and opt ups, and other account related actions related to electric utility service
• Processing over 280,000 invoices monthly with a bill accuracy of 99% or greater • Maintenance of approximately 1,000 applicable rate components • Administration of customer rate offerings, including CARE/FERA, Net Energy Metering, Solar Billing Plans and pilot rate offerings
• Invoice and payment reconciliation
• Provision of a customer information system (CIS or CRM) • Provision of customer call center services during SVCE business hours • Provision of Interactive Voice Response (IVR) system integrated with billing and customer information systems
Item 1d
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1d Agenda Date: 12/11/2024

Page 2 of 4 ends

• Provision of accurate and timely Settlement Quality Meter Data to SVCE’s Scheduling Coordinator, compliant with the California Independent System Operator (CAISO) requirements • Various ad-hoc reporting and analytical capabilities in support of SVCE’s programmatic offerings and custom supply arrangements
SVCE’s current contract with Calpine is for a 5-year term ending on December 31, 2024. On June 28, 2024, staff released a request for proposals (RFP) for data management services in tandem with Peninsula Clean Energy (PCE) to allow a bidding opportunity for any prospective providers capable of providing the required scope of work. We received six inquiries and three proposals discussed in more detail below.

ANALYSIS & DISCUSSION
In response to SVCE’s request for proposals, SVCE received three proposals for consideration from Calpine Community Energy, Sacramento Municipal Utility District (SMUD), and ArcTrade. A summary of the costs proposed by each bidder based on 280,000 meters can be found in the table below.

SVCE Solicitation Timeline
ArcTrade’s proposal had a low price, but their proposed scope did not include many of the essential functions currently performed by Calpine. Further, ArcTrade lacks experience in both the CCA and California energy market and at the scale which SVCE operates. Calpine’s proposal was competitively priced, ~9% higher than their current contract pricing, in effect since January of 2020. SMUD’s proposed pricing is approximately $40,000 per month higher than Calpine’s proposed pricing. Utilizing SMUD would also require several months for transition of data management services from Calpine, and dedicated staff time from up to three SVCE FTEs to complete.

Summary of Costs
Fee Type Existing Calpine
Contract
Calpine
Proposal
SMUD
Proposal
ArcTrade
Proposal
Start Up Fee N/A None None $50,000
Fixed Monthly Fee $25,000 $25,000 None $12,500
Per Meter Fee $0.85 $0.936 $1.18 $0.45
Per Hour Ad-hoc Development Fee
(after bank of 100 hours is depleted) $150 $200 $170 $150 Total Monthly Fee
(Estimate based on 280,000 meters) $263,000 $287,080 $330,400 $138,500 Item 1d
Jun-Nov 2024 Dec 2024 Jan 2025
RFP released BOD approval of Kickoff; new task
contract orders issued
Consultant
selection Contract executed
Contract
negotiations
We are here
Agenda Item: 1d Agenda Date: 12/11/2024

Page 3 of 4 ends

Three-year Cost 2025-2028
(Estimate based 1% annual growth in
meters, and 2.5% price index growth)
NA $10,671,000 $12,318,604 NA
Accurate and timely billing is paramount to SVCE’s success, and a single error in billing can have a significant impact on SVCE’s relationship with its customers. For this reason, staff placed a high value on proven accuracy rates and experience with the requirements of CCA billing when evaluating prospective providers.

Calpine currently serves 19 CCAs across the state and has served CCA clients for over ten years. Calpine has maintained a monthly billing accuracy rate for SVCE of 99.9% since 2017, with >99% of SVCE’s nearly 280,000 monthly invoices being sent in three days or less after customer usage is received from PG&E.

As SVCE’s designated billing and metering agent, PG&E is a major stakeholder in SVCE’s interactions with its customers. Calpine’s decade of experience interfacing with PG&E on behalf of its CCA clients makes Calpine an effective consultant to SVCE staff on PG&E billing and data capabilities. In partnership with Calpine, SVCE has been successful to date in implementing solutions that advance the interest of SVCE customers. Notable examples include the implementation of new rates/structures like E-ELEC (Electric Home) and programs like On-Bill Financing, Solar Billing Plan, and providing monthly credits to income-qualified customers (CARE/FERA) as well as bill protection to customers during the Time-of-Use rate transition.

To further enhance their services, Calpine also provides a host of value-added, no or low-cost resources to SVCE, including:
• The data warehouse portal, providing easier access to SVCE customer data. This has increased the utilization of data across SVCE to inform decision and strategy. • Marketing analysis services through See Change Institute, a contracted consultant that provides a data-driven approach for designing effective behavior change programs. SVCE marketing staff have engaged in research efforts with See Change and have benefited from broadening our approach when it comes to customer outreach and interaction.
• Recurve Analytics, providing customer data analytics for program participation and demand flexibility programs.
•
SVCE staff affirms that Calpine has been an effective and reliable business partner since launch of SVCE’s electric service in 2017. Due to costs, experience, and track record of performance, SVCE staff are recommending that the Board authorize the execution of a new agreement with Calpine Community Energy for its data management services.

As drafted, all products and services will carry over from the current agreement to the proposed new agreement. This agreement is included in substantially complete form as an attachment to this staff report while staff works to finalize the negotiations. Scope and costs as described above have been established for the new agreement. The new agreement is included in substantially final form as an attachment to this staff report while staff works with Calpine to complete the negotiations. The contract is expected to be ready for signature during the week of December 16th, with service under the new contract beginning January 1, 2025.

If additional time is required to ensure continuous service from Calpine, staff would pursue a short-term extension of the current contract. SVCE’s General Counsel will provide a comprehensive legal review of the contracts and approve them as to form prior to execution.

The initial term of the new proposed contract is January 1, 2025 through December 31, 2027 with no early termination provision. Prior to the end of year three, staff will assess its meter data management needs and Calpine’s performance and if warranted extend the contract for an additional three years under the same general terms and conditions. This option to extend, allows for business continuity of key and critical Item 1d
Agenda Item: 1d Agenda Date: 12/11/2024

Page 4 of 4 ends

operation. If it is pursued, staff will return to the Board to seek approval of the 3-year extension period for the new agreement.

ALTERNATIVES
The Board may elect to not delegate the authority to the CEO to execute the Calpine agreement and may take two alternatives.

First, the Board could authorize staff to enter into a short-term extension of the existing Calpine agreement and direct staff to bring back the fully negotiated new agreement for Board consideration. However, for the reasons described above, staff feels that adopting the new agreement with Calpine is the best choice for SVCE at this time. And adopting it in substantially final form may obviate the need to extend the existing agreement.

Second, the Board could authorize staff to enter into a 1-year extension of the existing Calpine agreement and instead seek a contract with one of the two competing bidders. As mentioned, staff feels that Calpine is the best choice for SVCE at this time. Additionally, Calpine was the lowest cost responsive bidder and has a strong track record serving SVCE and CCAs more broadly.

STRATEGIC PLAN
Enlisting a reliable, accurate, and cost-effective data and billing services partner is reflected in SVCE Strategic Plan Goal 8, “Engage customers and community stakeholders to build trust of SVCE and advance decarbonization,” Measure 3, “Manage delivery, billing, and support of SVCE’s services to customers with a high degree of professionalism, accuracy and responsiveness.”

FISCAL IMPACT
As drafted, the term of the agreement with Calpine Community Energy will be three years, ending in January 2028, with an option to extend an additional three years. Costs for the first three-year term are estimated to be $10,671,000 accounting for a 1% escalation in meters per year, and an estimated annual 2.5% regional price index adjustment beginning in 2026. Funds have been allocated for this essential service as part of the fiscal year (FY) 2024-25 Operating Budget and staff will include the cost in upcoming fiscal year budget proposals.

ATTACHMENTS

1. Draft Agreement Between Silicon Valley Clean Energy Authority and Calpine Community Energy, LLC for Data Management Services

2. Existing Agreement Between Silicon Valley Clean Energy Authority and Calpine Community Energy, LLC for Data Management Services
Item 1d

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND

CALPINE COMMUNITY ENERGY, LLC
FOR

DATA MANAGEMENT SERVICES
THIS AGREEMENT (“Agreement”), is entered into this Click here to enter DAY. day of ENTER MONTH., ENTER YEAR., by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority" or “SVCEA”), and Calpine Community Energy, LLC, a California-based Limited Liability Corporation whose address is 401 West A Street, Suite 500 San Diego, CA 92115 (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 will provide the services (“Services”) described in Exhibit A, as attached hereto.

C. Authority and Consultant desire to enter into an agreement for the Services.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on January 1, 2025, and shall terminate on December 31, 2027. Further, the Agreement thereafter shall automatically renew for a single 3- year (36 months) term (“Term Extension”) unless either Party provides written notice to the other Party at least six (6) calendar months in advance of the renewal date that the notifying Party, in its sole discretion, will not renew the term.

2. SERVICES TO BE PERFORMED
Consultant shall perform the Services set forth in Exhibit "A" as attached hereto and incorporated herein by this reference.

3. COMPENSATION TO CONSULTANT
Authority shall pay to Consultant the fees (“Fees”) described in Exhibit B. Consultant shall invoice the Authority for amounts due and the Authority shall pay such amounts on or before the 30th day following the date of invoice. Exhibit B is attached hereto and incorporated herein by this reference.

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

5. STANDARD OF CARE
Consultant agrees to perform all Services as described herein in a manner commensurate with the prevailing standards of specially trained professionals in the area under similar circumstances and agrees that all Services shall be performed by qualified personnel.

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 Item 1d
Attachment 1
basis prohibited by law, except as provided in Government Code section 12940. Consultant shall have responsibility for compliance with this Section.

9. HOLD HARMLESS AND INDEMNIFICATION; LIMITATION OF LIABILITY A. General Indemnity. [UNDER NEGOTIATION]
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. Subject to the limitations herein, Consultant shall indemnify, defend, and hold Indemnitees, harmless from and against any Liabilities that arise from a third party that claims 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.

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. Limitation on Liability. [UNDER NEGOTIATION]
E. This Section shall survive expiration or termination of Agreement.

10. INSURANCE [UNDER NEGOTIATION]

11. CONFLICT OF INTEREST
Consultant warrants that it, its officers, employees, associates and Subcontractors, shall comply with all conflict of interest statutes of the State of California applicable to it or them (as applicable) in providing the Services hereunder, including but not limited to the Political Reform Act (Gov. Code Section 81000, et. Seq.) and Government Code Section 1090, to the extent applicable.

12. ASSIGNMENT AND TRANSFER
Consultant shall not assign, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of Authority, except to a successor acquiring all or substantially all of the shares, equity and/or the assets of the Consultant, whether by merger or acquisition, or (ii) by Consultant to any affiliate. In the case of (i) or (ii), the assignee must agree to the provisions of this Agreement, including the Standard of Care above.

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Any attempt to do so without such consent shall be null and void, and any assignee, or transferee shall acquire no right or interest by reason of such attempted assignment, 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.

13. SUBCONTRACTOR
A Subcontractor of the Consultant is a third-party entity the Consultant contracts with to provide Services under this Agreement. A Subcontractor does not include contracts for software, the vendors or contractors of the Authority, the utility, the auditors of the Consultant, or any third-party that is also party to a contract with the Authority. The Consultant will ensure the Authority is notified of those Subcontractors that will perform Services under the Agreement.

14. REPORTS
A. Each "Report" reproduced, prepared or caused to be prepared by Consultant specifically for the Authority as part of the Services herein, shall be the exclusive property of Authority and all publication rights are reserved to Authority. Consultant shall not copyright any Report. Authority may review data that was used to create Reports to confirm contents of Reports. Consultant may retain a copies of any Reports furnished to the Authority pursuant to this Agreement. Notwithstanding the foregoing, the Parties acknowledge and agree that Consultant owns all rights in and to any of the methods, techniques, systems, or Consultant created data used to provide the services herein, including that used in the creation of any Reports.

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. In addition to the above, Consultant shall also, at such time and in such form as Authority may require, furnish status update reports concerning the status of Sservices required under this Agreement. Such status reports are not considered “Reports” for purposes of this Section.

D. All Reports shall also be provided in electronic format, which may be in Word, Excel, .csv, or PDF format.

E. No Report prepared by Consultant pursuant to this Agreement that has not been publicly released shall be made available to any individual or organization by Consultant, except to Consultant’s Subcontractors, Representatives, and auditors without prior approval by Authority.

However, Consultant may use anonymized, aggregated data, which contains no identifying data and cannot be reverse engineered to identify Authority or Authority customers for research purposes.

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F. Authority shall be the owner of and shall be entitled upon request to possession of accurate reproducible copies of Reports, which shall be forwarded by the Consultant within three (3) Business Days of request, except if such information is archived by the Consultant to longer term data storage, in which case the Consultant will communicate the expected timeframe to the Authority. For purposes of clarification, Authority understands and agrees that the expected time to locate and retrieve such data in long term storage can generally take between five (5) Business Days and two (2) full weeks from the date of the request. Larger or more voluminous data requests may take longer. Consultant will continue to communicate with the Authority regarding timing expectations as related to such requests. If the Authority requests a faster timeline and it can be achieved but for additional costs, Consultant will communicate such to Authority and if Authority agrees, Consultant will place the request and pass through such costs to the Authority to be paid by the Authority.

15. RECORDS
Consultant shall maintain their internal records necessary to confirm customer’s bill in compliance with Consultant’s own internal processes and procedures but for not less than five (5) years after the creation or transfer of such record to or by the Consultant, as applicable.

Consultant gives Authority the right to examine and audit the same and to make transcripts therefrom as necessary, and to allow inspection of the same as reasonably necessary to verify the accuracy of Authority invoices. To the extent there are additional costs associated with such examination or audit, those costs will be communicated to Authority in advance and will be passed through to be paid by the Authority.

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. Click here to enter the name of Consultant representative. (Consultant Representative”) shall represent Consultant in all matters pertaining to the services to be performed under this Agreement.

17. CONFIDENTIAL INFORMATION AND DOCUMENTS
A. Consultant covenants that all data, reports, documents, discussion, or other information (collectively “Data”) received by Consultant is confidential and shall not be disclosed or released by Consultant, except to its employees, officers, directors, affiliates, attorneys, auditors, accountants, advisors, contractors or representatives (“Representatives”) without prior written authorization by Authority. Authority shall grant such authorization if applicable law requires disclosure. Consultant shall not voluntarily provide declarations, letters of support, testimony, depositions, responses to interrogatories or other information regarding the Agreement without Authority’s advance written approval, unless required by law. Response to a subpoena or court order shall not be considered ‘voluntary,” provided Consultant gives Authority notice of such.

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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. Consultant agrees to cooperate in a reasonable manner with Authority and to provide Authority with the opportunity to review such discovery requests and responses, to the extent allowed by law.

However, Authority’s right to review any such response does not imply or mean the right by Authority to control, direct or rewrite the response.

C. It is understood that Authority is subject to the California Public Records Act (Gov. Code § 7920.000 et seq.). If a request under the California Public Records Act is made to view any documents Consultant provided to Authority, Authority shall notify Consultant of the request and the date that such records will be released by Authority in accordance with applicable law.

D. In the event Authority gives Consultant written notice of a “litigation hold” or request under the Public Records Act, then as to all data identified in such notice or request applicable to the Consultant, Consultant shall, at no additional cost to Authority, isolate and preserve all such data in accordance with its own policies and procedures and as required by law.

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

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

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

TO AUTHORITY:
333 W. El Camino Real, Suite 330
Sunnyvale, CA 94087
Attention: Chief Executive Officer
TO CONSULTANT:
401 West A Street
Suite 500
Item 1d
Attachment 1
San Diego, CA 92115
Attention: Sean Fallmer, President, Calpine
Energy Solutions

19. TERMINATION [UNDER NEGOTIATION]

20. COMPLIANCE WITH LAWS
Consultant shall comply with all applicable federal, state, and local laws and regulations, including, but not limited to the Americans with Disabilities Act, the Stored Communications Act, 18 U.S.C. Section 2701, et seq., California Civil Code Sections 1798.81 , and the California Consumer Privacy Act, Civil Code Section 1798.100 et seq. The 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. The Consultant shall have ninety (90) days, following written notice, to cure a failure to comply with applicable local Laws before such failure is a Default. [UNDER NEGOTIATION]
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 law to perform such services. Consultant represents and warrants to Authority that it has all licenses, permits, certificates, qualifications, and approvals required by law to provide the services and work required to perform services under this Agreement, including a business license. Consultant further represents and warrants that it shall keep in effect all such licenses, permits, and other approvals during the term of this Agreement.

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

22. ADVERTISEMENT
Neither Party shall 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 the other Party to do otherwise. Notwithstanding the above, Consultant acknowledges and agrees that Authority is a public agency subject to open meeting and open records laws that require the Agreement and related documents, including those containing Consultant’s name or logo, and discussion thereof, be open to the public in accordance with such laws.

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

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

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

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

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

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

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

30. FORCE MAJEURE
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Attachment 1
Consultant shall not be liable for any failure to perform its obligations under this Agreement if Consultant presents acceptable evidence, in Authority’s sole judgment, that such failure was due to acts of God, embargoes, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond Consultant’s reasonable control and not due to any act by Consultant.

31. PAYMENT
Parties agree that any invoice for Services under this Agreement must be received within one (1) year of termination or expiration of Agreement, or party waives such claim for compensation.

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

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

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

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

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

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

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

RECOMMENDED FOR APPROVAL
Enter Your Name, Enter Your Title

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

CONSULTANT NAME
Enter Consultant’s Name
By:

Name:

Title: Date:

SILICON VALLEY CLEAN

ENERGY AUTHORITY
A Joint Powers Authority
Item 1d
Attachment 1
By: Name: Monica Padilla
Title: Chief Executive Officer
Date:

APPROVED AS TO FORM:

Counsel for Authority
ATTEST:

Authority Clerk
Item 1d
Attachment 1
Exhibit A
Scope of Services [UNDER NEGOTIATION]
In consideration of the payments set forth in Exhibit B, Consultant shall provide the following services:

1. Electronic Data Exchange Services:
a. Process SVCEA Service Requests (CCASRs) from/to PG&E which specify the changes to a customer’s choice of services such as enrollment in SVCEA programs, customer initiated returns to bundled utility service or customer- initiated migration to direct access service (814 Electronic Data Interchange Files). b. Obtain all customer usage data from PG&E’s Metered Data Management Agent (MDMA) server to allow for timely billing (according to PG&E requirements) of each customer (867 Electronic Data Interchange Files). c. Maintain and communicate the amount to be billed by PG&E for services provided by SVCEA (810 Electronic Data Interchange Files). d. Receive and maintain all data related to payment transactions toward SVCEA charges from PG&E after payment is received by PG&E from customers (820 Electronic Data Interchange Files).
e. Reconcile cases of failed 814s to ensure timely enrollment in SVCEA service. f. Established fail safes to ensure prompt corrective action is taken when any EDI transaction process is disrupted or disconnected. g. Service Levels for Electronic Data Exchange Services:
i. Consultant will use commercially reasonable efforts to perform such Services in an accurate and timely manner.

2. Qualified Reporting Entity (QRE) Services:
a. Consistent with terms and conditions included in the Qualified Reporting Entity Services Agreement(s) between SVCEA and Data Management Provider, serve as QRE for certain locally situated, small-scale renewable generators or other distributed energy resources supplying electric energy to SVCEA through a feed-in tariff (FIT) or other mechanism.
b. Performance of the Qualified Reporting Energy Services is dependent upon timely receipt of data from PG&E and/or the Generation Provider. c. Consultant will, to the extent such information is available, submit a monthly generation extract file to Western Renewable Energy Generation Information System (WREGIS) on SVCEA’s behalf, which will conform to Item 1d
Attachment 1
the characteristics and data requirements set forth in the WREGIS Interface Control Document for Qualified Reporting Entities. d. Provider shall receive applicable electric meter data from PG&E for SVCEA distributed energy resource projects, consistent with PG&E’s applicable meter servicing agreement, and shall provide such data to SVCEA for purposes of performance tracking and invoice creation.
e. Service Levels for Qualified Reporting Entity Services:
i.Consultant shall use commercially reasonable efforts to perform such Services in an accurate and timely manner.

3. Customer Information System Services:
a. Maintain an accurate database of all eligible accounts who are located in the SVCEA service area and identify each account’s enrollment status (opt out, program enrollment), rate tariff election(s), payment history, collection status, on-site generating capacity, if applicable, and any correspondence with customer as well as other information that may become necessary to effectively administer SVCEA as mutually agreed to by parties from time to time.
b. Allow SVCEA and SVCEA contact center staff to have functional access to all online databases to add customer interactions and other account notes. c. Allow SVCEA to view customer email or written letter correspondence within online database.
d. Maintain viewing access, available to appropriate SVCEA staff, via the CRM to view PG&E invoice statements (“Blue Bills”) for SVCEA customers, made available by PG&E, for a period of up to 18 months.
e. Maintain and communicate as needed record of customers who have been offered service with SVCEA but have elected to opt out, either before or after starting service with SVCEA.
f. Support up to one base product and one premium product being offered by SVCEA. Additional SVCEA Energy Programs shall be subject to fees as described in Appendix B, Section X, ‘Additional Deliverable Pricing’, as well as Consultant and SVCEA agreement on additional scope of work determined by a requirements gathering process.
g. Maintain and communicate as needed records of Net Energy Metering and Solar Billing Plan credits and generation data for customers to be posted on bills and settled annually. To the extent there are any changes to the Net Energy Metering and/or Solar Billing Plan policy (as of the date of execution), such work will be considered Additional Services and subject to further agreement.

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h. When requested by SVCEA, place program charges and/or credits on the relevant customer account, identified by DAXREF or agreed upon unique identifier.
i. Identify and provide tracking options for customers participating in various SVCEA programs in database.
j. Include various program payment information in all relevant reports. k. Create and maintain integrated forms (“web-forms or “iFrames”) for the SVCEA website so that customers may change their account status to enroll or opt out of various SVCEA programs.
a. Allow for customization of web-form content upon request by SVCEA.

Such customization requests may be subject to additional fees as described in Exhibit B, Section XX, ‘Additional Deliverable Pricing’. l. Maintain all customer data according to SVCEA’s customer privacy policy and the requirements of relevant California Public Utilities Commission Decisions including D.12-08-045, including a daily backup process. m. Maintain a Data Management Provider Security Breach Policy. n. Complete a System and Organization Controls (SOC) 1 Type II audit on a regular basis and make it available for review.
o. Service Levels for Customer Information System Services:
i.Consultant will use commercially reasonable efforts to perform such Services in an accurate and timely manner and to provide for the system access and forms identified above.
ii.If there is a system outage or unavailable or unresponsive form, then Consultant will use commercially reasonable efforts to make such systems or forms available and responsive as soon as practicable.

4. Interactive Voice Response (IVR) System
a. Provide a platform for IVR self-service and track how many customers start and complete self-service options.
b. Include self-service program options such as opt-outs, opt-ups, opt-downs in SVCEA service as requested.
c. Provide language translation options including, Spanish, Mandarin and Vietnamese for all opt actions.
a. In the event outside services are required to translate prompts or scripts into languages specified by SVCEA, any charges incurred by Consultant as a result of these will be passed by Consultant onto SVCEA per Appendix B, Section X. d. Evaluate customer satisfaction with IVR service through voluntary customer surveys that ask general questions about call resolution and customer satisfaction with the service received.

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e. Provide and track statistics from IVR calls received in all languages. Reports of daily statistics are provided at a regular cadence.
f. Update IVR scripts as requested.
a. Allow for modifications and/or additions to SVCEA’s IVR recordings and self-service system configuration once annually following initial IVR setup and configuration. Modifications and/ or additions to the IVR recordings and self-service system configuration more than once per calendar year may be subject to additional fees beyond SVCEA’s per meter per month service fee, in accordance with the hourly labor costs specified in Exhibit B, Section X, "XXX."
g. Provide and maintain an agreed to backup plan in the event of a system outage.

5. Customer Contact Center Services
a. Staff a call center with dedicated agents serving only SVCEA between 8 AM and 5 PM PPT, Monday through Friday, excluding SVCEA and PG&E holidays. b. Provide sufficient call center staffing to meet the requirements set forth herein, including designating SVCEA-specific agents as needed to provide full functionality. c. Provide Subject Matter Experts available to manage escalated calls between 8 AM and 5 PM PPT, Monday through Friday, excluding SVCEA and PG&E holidays (“Regular Business Hours”).
d. Provide callers with the estimated hold time, if applicable, and provide an automated ‘call back’ option for callers who will be put on hold for an estimated five minutes or longer.
e. Record all inbound calls and make recordings available to SVCEA staff upon request.
f. Track call center contact quality with criteria including:
i. Use of appropriate greetings and other call center scripts ii. Courtesy and professionalism
iii. Capturing key customer data
iv. Providing customers with correct and relevant information v. First-contact resolution
vi. Accuracy in data entry and call coding
vii. Grammar and spelling in text communication (email and chat) g. Evaluate customer satisfaction through voluntary customer surveys that ask general questions about call quality, call resolution, and how satisfied the customer was with the service received
h. Respond to customer emails
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i. Receive calls from SVCEA customers referred to Provider by PG&E and receive calls from SVCEA customers choosing to contact Provider directly without referral from PG&E.
j. Provide the call center number on PG&E invoice allowing SVCEA customers to contact the call center. Collect and/or confirm current email, mailing address, and phone number of customers and add to or update database during inbound call. k. Service Level Agreement and Liquidated Damages for Customer Contract Center Services:

i. Consultant will ensure a minimum of 75% of all calls will be answered within 60 seconds during Non-Enrollment Periods.
ii. Consultant will ensure 100% of voicemail messages are answered within one (1) business day and provide a report to SVCEA that substantiates this requirement has been met.
iii. Consultant will ensure 100% of emails receive an immediate automated acknowledgment and provide a report to SVCEA that substantiates this requirement has been met.
iv. Consultant will ensure 95% of emails receive a customized response within one (1) business day and provide a report to SVCEA that substantiates this requirement has been met.
v. Consultant will ensure 100% of emails receive a customized response within three (3) business days and provide a report to SVCEA that substantiates this requirement has been met.
vi. Consultant will maintain no greater than 5% abandon rate for all Non-Enrollment Period calls.
vii. For any month in which Consultant has failed to meet the performance standards above for Customer Contact Center Services, the Authority shall have the right to reduce payment of any invoice by $20,000 as liquidated damages, as provided for below.
viii. Prior to exercising this right, the Authority shall provide written notice to Consultant that identifies the performance standard(s) that SVCEA believes have not been met and states SCVEA’s intent to invoke this subsection if the failure to achieve such performance standards are not remedied within thirty calendar days.
ix. The Parties shall then confer to establish a plan to remedy such failure, which plan may provide a different deadline for remedying of the failure at the mutual agreement of the Parties.
x. In the event that Consultant is unable to achieve such remedy by the deadline established by the Parties or in the absence of such mutually agreed to deadline, 30 calendar days after SVCEA’s notification, SCVEA may exercise its Item 1d
Attachment 1
rights under this subsection to reduce payment of each subsequent invoice by $20,000 until the failure is remedied.

6. Billing Administration Services:
a. Maintain a table of rate schedules offered by SVCEA to its customers. b. Send certain SVCEA program charges for non-SVCEA customers, when supported by PG&E, based on information provided to Provider by SVCEA. c. Send certain SVCEA program charges and/or credits as a separate line item to PG&E for placement on monthly bill during term of repayment. d. Apply PG&E account usage for all SVCEA customers against applicable rate to allow for customer billing.
e. Review application of SVCEA rates to PG&E accounts to ensure that the proper rates are applied to the accounts.
f. Complete cost verification of all 810 invoices before they are sent to PG&E for billing.
g. Timely submit billing information for each customer to PG&E to meet PG&E’s 10-day billing window.
h. Develop and support different rate versions based on Power Charge Indifference Adjustment (PCIA) vintage year.
i. Develop and support billing accounts based on Town or Territory. j. Develop and implement custom rate amendments for various rates as needed.
k. Develop and support billing special accounts on a contract savings discount.
l. Billing support of Market Informed Demand Automation Server (MIDAS) program.
m. Aggregate and deliver grouped invoice batches by request. n. Consultant will provide support during rate changes, such as validation of rate factors, and provide support when discussing rate projects and issues with the IOUs.
o. Assist with annual settlement process for Net Energy Metering (NEM) customers by identifying eligible customers, providing accrued charges and credits, and providing mailing list to SVCEA designated printer. p. Provide platform capability and support to bill both NEM and Solar Billing Plan (SBP) tariff structures.
q. Provide and maintain a data portal platform that provides clients access to detailed customer data via query.
r. Process and bill interval data required for special rate customers. a. Consultant will support Index Billing, a specialized rate developed for certain SVCEA customer accounts. Consultant will perform the following manual steps to support this rate:

Item 1d
Attachment 1
i. Each month, Consultant will bill SVCEA customer accounts specified by SVCEA in accordance with the SVCEA provided rate tariff ii. Each month, Consultant will deliver a customized report to SVCEA for review and communication with customer accounts
s. Maintenance of data flows to third parties that provide secondary data services, such as Utility API.
t. Provide customer mailing list to SVCEA designated printer for new move-in customer notices and opt out confirmation letters routinely within 7 days of enrollment or opt out.
u. Send a mailing list to SVCEA designated printer of customers that are overdue. If no payment is received from the customer after a certain amount of time, issue a CCASR to return customer to PG&E at SVCEA’s direction.
v. Service Levels for Billing Administration and Liquidated Damages. In the performance of the Billing Administration Services listed above:
i.Consultant will maintain at least a 99% billing accuracy rate during any 12- month period.
ii.Consultant will notify Authority of any billing issue or error that affects customers that is caused by Contractor or its systems within 72 hours after validating that the error occurred.
iii.Consultant will not be liable for any errors in the Billing Administration Services that can be remedied by customer rebill(s), as allowed under applicable rules and regulations.
iv.Contractor will not be liable for billing errors that affect less than 1% of all Authority customers.
v.Consultant will not be liable for billing errors that result in an underbilled amount of $10,000 or less.
vi.If an error in Billing Administration Services caused by Contractor results in an underbilled amount of $10,000 or more or affects more than 1% of all customers, then Contractor will be liable for either a) 50% of the underbilled amount or, b) $100,000, whichever is less.

7. Rate Schedule Maintenance Services
a. Maintain a table of Rate Schedules, offered by SVCEA to its customers, within Consultant’s billing system.

1. Complete Value Only Rate Changes within 10 business days, excluding holidays, once Consultant has confirmed it is in receipt of a valid Rate Template.

Item 1d
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2. Complete Structural Rate Changes within 40 business days, excluding holidays, once Consultant has confirmed it is in receipt of a valid Rate Template.

3. A Rate Template will be considered valid if it meets the expected formatting requirements as set forth by Consultant and acknowledged by SVCEA, and the Rate Schedules it contains align with published CCA rate schedules. Upon receipt of a Rate Template, Consultant will review it per these guidelines and after SVCEA has corrected any errors, if present, Consultant will communicate to SVCEA that a valid Rate Template has been received and work will commence as per the timelines indicated above.

4. Should SVCEA submit updates after Consultant has begun work on a valid Rate Template, SVCEA understands this may be considered a new Rate Change.
b. Conduct an unlimited number of SVCEA and/ or SCE initiated Value-only Rate Changes per calendar year.
c. Conduct an unlimited number of SCE initiated Structural Rate Changes per calendar year.
d. At the request of SVCEA, Consultant will perform additional Custom Rate Changes at a mutually agreed upon fixed fee determined by the terms described in Section 7, ‘Additional Deliverable Pricing’.
e. Service Levels for Rate Schedule Maintenance Services:
i. Consultant will use commercially reasonable efforts to perform such Services in an accurate and timely manner.
ii. To the extent there is an error in Rate Schedule Maintenance Services, Consultant will use commercially reasonable efforts to correct such error in a timely manner once the error is known to the Consultant.

8. Reporting:

Report Frequency Delivery
Method
Aging Weekly,
Monthly
SFTP
IVR Statistics Weekly SFTP/Email
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Contact Center Statistics Weekly SFTP/Email
Cash Receipts Weekly,
Monthly
SFTP
County Invoice Summary Reports Monthly SFTP
Days To Invoice Weekly,
Monthly
SFTP
Program Opt Up with Address Weekly,
Monthly
SFTP
Utility User Tax (UUT) where
applicable
Monthly SFTP
Invoice Summary Report Weekly,
Monthly
SFTP
Invoice Summary Report – Mid Month Monthly SFTP
Monthly Transaction Summary Monthly SFTP
Opt Out with Rate Class Weekly,
Monthly
SFTP
Retroactive Returns Monthly SFTP
Sent to Collections Monthly SFTP
Snapshot Weekly SFTP
Snapshot with Addresses Weekly SFTP
Unbilled Usage Monthly SFTP
Sheltering Shift Weekly SFTP
Full Volume Usage by Rate Class Monthly SFTP
CAISO MDEF Details with Rate Group
(Initial) - Daily
Daily SFTP
CAISO MDEF Details with Rate Group
(Final) - Daily
Daily SFTP
CAISO MDEF Details with Rate Group
(Initial) - Monthly
Monthly SFTP
CAISO MDEF Details with Rate Group
(Final) - Monthly
Monthly SFTP
MDEF_SIP_All Daily SFTP
Item 1d
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b. Consultant shall also assist SVCEA, as needed, in compiling various customer sales and usage statistics that may be necessary to facilitate SVCEA’s completion of requisite external reporting activities. Such statistics will likely include annual retail sales statistics for SVCEA’s customers,
including year-end customer counts and retail electricity sales (expressed in kilowatt hours) for each retail service option offered by SVCEA.

9. Ticketing Support System
i. Consultant shall provide SVCEA staff with access to a web-based, ticketing system that SVCEA staff may use to submit service requests for certain deliverables to be
provided by Consultant. An operational reference guide is included in Exhibit X. Any outages in such ticketing
system will be addressed as soon as practicable.

10.Settlement Quality Meter Data Services:
a. Consultant shall provide SVCEA or SVCEAs designated Scheduling Coordinator (SC) with Settlement Quality Meter Data (SQMD) as required from SC’s by the California Independent System Operator (CAISO). b. Provide Advanced Metering Infrastructure based SQMD settlements for improved accuracy.
c. Upon SVCEA’s request, Consultant shall submit the SQMD directly to the CAISO on behalf of SVCEA or SVCEA’s designated SC.
d. Service Level Agreement and Liquidated Damages for Settlement Quality Meter Data Services.
i. Consultant will use commercially reasonable efforts to perform the Settlement Quality Meter Data Services in an accurate and timely manner. ii. Consultant will use commercially reasonable efforts to remedy any breach or default by Consultant of the Settlement Quality Meter Data Services, but in no event will Consultant’s liability exceed $20,000.

11.Additional Services:
(PLACEHOLDER)

12.Data Retention
Item 1d
Attachment 1
a. Consultant is limited in its ability to perform the services described below by the availability and timeliness of data from the IOU(s). As such, Consultant is not liable or responsible for a breach or default in the Data Retention Services to the extent such breach or default is due to negligence, gross negligence, or willful misconduct of the applicable IOU or any other third-party.
b. Raw EDI files shall be retained for a period of three years from the date of receipt or creation, unless otherwise required by applicable laws or regulations. c. Maintain and provide as needed historical billing volume data on all customers for a time period equal to the lesser of either (a) the start of service to present or (b) three years.
d. Record all inbound calls and make recordings available to SVCEA staff upon request. Maintain an archive of such recorded calls for 24 months from creation date.
e. Maintain an accessible archive of utility consolidated, invoice statements (“Blue Bills”) for all SVCEA customers from the start of SVCEA service or a period of no less than five years.
f. IOU provided reports shall be retained for three years from the date of creation or receipt.
g. Interval Data received through EDI 867 transactions shall be retained for a period of three years.
h. Interval Data retrieved from PG&E’s ShareMyData platform shall be retained for a period of 30 days from the date of retrieval.

13. LIQUIDATED DAMAGES.

To the extent the provisions above contain liquidated damages as the, or part of the, sole remedy for breach or default, the Parties agree that Consultant’s breach or default of the Services above may cause SVCEA to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis of recovery of direct or actual damages and such liquidated damages represent a fair, reasonable and appropriate estimate thereof. Such liquidated damages are intended to represent estimated direct, actual damages and are not intended as a penalty.

14.Definitions
a. “Ad Hoc Request” or “Ad Hoc” refers to services, including: new services, additional services or significant modifications to current services, requested by SVCEA or the CCA that fall outside the scope of what Consultant is contractually obligated to provide under the terms of this Agreement. In the event of SVCEA or the CCA requesting Ad Hoc services, SVCEA or the CCA shall specify in reasonable detail the nature, business reason and scope of the request and Consultant will use commercially reasonable efforts to deliver Ad Hoc items to SVCEA or the CCA in a timely manner, subject to further written agreement of the Parties. Any Ad Hoc Request may be subject to the fee schedule set forth in Exhibit B, Section 7. b. “CCA Energy Program” means the individual rate plan option available to a SVCEA customer that provides varying power content mixes, typically from 35% renewable energy content in a base option to 100% renewable energy content in a premium Item 1d
Attachment 1
option.
c. “CCA Service” means SVCEA’s Community Choice Aggregation Service which permits cities, counties or a joint powers agency whose governing boards have elected to acquire their electric power needs, hereinafter referred to as Community Choice Aggregation (CCA), to provide electric services to utility end-use customers located within their service area(s) as set forth in California Public Utilities Code Section 366.2 and other Commission directives.
d. “CCA Service Request (“CCASR”)” means requests in a form approved by SCE to change a CCA Service customer’s, utility customer’s or direct access customer’s choice of services which could include returning a CCA Service customer to bundled utility service or direct access service.
e. “Custom Rate Change” means a completely new rate or modification to an existing rate that alters one or more Billing Determinants within a Rate Schedule buildout by changing the definition of the Billing Determinant itself and/or adding and/or removing one or more Billing Determinants to an existing buildout not tied to a change initiated by the IOU.
f. “Default Usage” means the average monthly usage value, by rate schedule, used for estimation in the absence of actual historical usage data. g. “Mass Enrollment” means the automatic enrollment of customers into a CCA Service program where new service is being offered for the first time to a group of eligible customers.
h. “Meter Data Management Agent (MDMA) Services” means reading SCE’s customers’ meters, validating the meter reads, editing the meter reads if necessary and transferring the meter reading data to a server pursuant to SCE standards. i. “Rate Template” refers to a predefined format used to communicate Rate Schedule(s) from CCA to Consultant. A Rate Template is considered valid once Consultant has reviewed the information it contains to ensure it meets the expected formatting requirements and the Rate Schedule(s) it contains align with published CCA rate schedules.
j. “PG&E” is the local Utility Distribution Company.
k. “Self Service” refers to data that SVCEA or the CCA can obtain and access through the Data Tools, upon its implementation, or to processes or actions which SVCEA or the CCA can perform without the assistance of Consultant staff. Should SVCEA or the CCA request data from Consultant that is available via Self Service or request Consultant perform a process or action that SVCEA or the CCA can perform via Self Service, this shall be considered an Ad Hoc Request and is subject to the fees listed in Section 7.
l. “Statutory Enrollment Period” means two months prior to a Mass Enrollment, the month in which the Mass Enrollment occurs, and two billing cycles following Mass Enrollment. The Statutory Enrollment Period takes place over a five month period. m. “Structural Rate Change” refers to a rate change that alters one or more Billing Determinants within a Rate Schedule buildout by changing the definition of the Billing Determinant itself and/or adding and/or removing one or more Billing Determinants to an existing buildout.
n. “Utility-consolidated/ Bill-ready” refers to the method of customer billing where the Item 1d
Attachment 1
CCA, via the Consultant, sends the appropriate monthly energy generation (kWh) charges to the Utility and the Utility combines those charges with the applicable non-generation (Transmission & Distribution) charges into a single customer invoice and delivers to the customer for payment.
o. “Value Only Rate Change” refers to a rate change that alters only the values applied to each of the Billing Determinants in a given Rate Schedule buildout, keeping the existing buildout intact.

Item 1d
Attachment 1
Exhibit B [UNDER NEGOTIATION]
Compensation
In consideration of the services provided by Consultant described in Exhibit A and subject to the terms of the Agreement, SVCEA shall pay Consultant based on the following fee schedule and terms:

1. SERVICE FEES
a. Data Management Services Fee
i. SVCEA 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.

1. $25,000 fixed fee per month plus $0.936 per meter per month for each meter served by SVCEA.
ii. Beginning in January 2026, Consultant’s payment in effect for Services listed in this Agreement will escalate annually beginning January 1. 2026 by the Consumer Price Index West Region using January 2025 as the baseline and with annual ceiling of 4%.
b. Value Added Services. [UNDER NEGOTIATION]

2. SCRIPT TRANSLATION SERVICES
a. Charges incurred by Consultant from engaging with vendors to translate scripts or other documents from English into other language(s) will be passed by Consultant to SVCE at cost.

3. ADDITIONAL DATA STORAGE FEE
a. SVCE may elect to expand the included active data retention term for customer data contained in the data warehouse to 60 months at a cost of $0.015 per meter increase to the per meter per month service fee listed above.

4. ADDITIONAL DELIVERABLE PRICING
a. The Fees defined in Section 1 include only the services and items expressly set forth in this Agreement. Unless otherwise agreed to by the Parties in an amendment to the Agreement, the cost of any additional deliverables provided by Consultantto SVCE shall be passed through directly to SVCE without mark-up. A labor rate of $200.00 per hour will be utilized for labor costs unless otherwise agreed upon in writing by both parties prior to the commencement of additional work.
i. Beginning in January 2026, Consultant’s labor rate above will escalate annually by the Consumer Price Index West Region, using January 2025 as the baseline and with an annual ceiling of 4%.
b. To support SVCE in a dynamic market, Consultant will provide a 100-hour bank of ad-hoc hours to be used at SVCE’s discretion. After the bank of hours are depleted, additional ad-hoc hours will be billed at the rate described above.

Item 1d
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Exhibit D
Insurance Requirements and Proof of
Insurance
Consultant shall maintain the following minimum insurance coverage:

A. COVERAGE:
(1) Workers' Compensation:

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

Commercial general liability coverage with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury and property damage. ISO occurrence Form CG 0001 or equivalent is required. (3) Automotive:

Comprehensive automotive liability coverage with minimum limits of $1,000,000 per
accident for bodily injury and property damage. ISO Form CA 0001 or equivalent is required.
(4) Professional Liability
Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000. (5) Cyber Liability
[UNDER NEGOTIATION]

Item 1d
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Exhibit E
Confidentiality and Data Security Requirements
[UNDER NEGOTIATION]
Item 1d
Attachment 1

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY

AND NOBLE AMERICAS ENERGY SOLUTIONS LLC
This Agreement is entered into this 1st day of November, 2016, by and between the Silicon Valley Clean Energy Authority, a joint powers authority, hereinafter called “SVCEA” and Noble America Energy Solutions LLC, hereinafter called “Contractor.” SVCEA and Contractor may be referred to hereinafter individually as “Party” and collectively as “Parties”.

Whereas, SVCEA may contract with independent contractors for the furnishing of such services to or for SVCEA; and
Whereas, it is necessary and desirable that a Contractor be retained for the purpose of providing data management and establishing a customer call center for SVCEA, as further described in Exhibit A hereto; Now, therefore, it is agreed by the parties to this Agreement as follows:
1- Exhibits and Attachments
The following exhibits and attachments are attached to this Agreement and incorporated into this Agreement by this reference:

Exhibit A -Services
Exhibit B -Payments and Rates
Exhibit C - NES Security Breach Policy

2. Services to be performed by Contractor
In consideration of the payments set forth in this Agreement and in Exhibit B, Contractor shall perform services for SVCEA in accordance with the terms, conditions, and specifications set forth in this Agreement and in Exhibit A. As provided by Exhibit B, Contractor will perform the services described in Exhibit A but will not invoice SVCEA nor will SVCEA owe payments to Contractor sooner than sixty (60) calendar days following the date on which the first SVCEA customer meter becomes active.

3. Payments
a) In consideration of the services provided by Contractor in accordance with all terms, conditions, and specifications set forth in this Agreement and in Exhibit A, SVCEA shall make payment to Contractor based on the rates and in the manner specified in Exhibit B. In the event that the SVCEA, in its sole discretion, makes any advance payments, Contractor agrees to refund any amounts in excess of the amount owed by the SVCEA at the time of contract termination or expiration. Contractor will not invoice SVCEA nor will SVCEA owe payments to Contractor sooner than sixty (60) calendar days following the date on which the first SVCEA customer meter becomes active.
b) Unless otherwise indicated in Exhibit B, Contractor shall invoice SVCEA monthly for all payments related to service performed during the previous month, or two months in the case of the first and second months’ invoices. Payments shall be due within thirty (30) calendar days after the date of invoice. All payments must be made in U.S. dollars.
c) For any month in which SVCEA believes Contractor has failed to meet the performance standards specified in Exhibit A, Sections 4(g), 4(h) and 5(k), SVCEA shall have the right to reduce payment

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1 Noble Americas Energy Solutions LLC Agreement
of any invoice by $10,000 as liquidated damages as provided in this section. Prior to exercising this right, SVCEA shall provide written notice to Contractor that identifies the performance standard(s) that have not been met and states SCVEA’s intent to invoke this subsection if the failure(s) to achieve such performance standard(s) are not remedied within thirty (30) calendar days. The Parties shall then confer to establish a plan to remedy such failure, which plan may provide a different deadline for remedying of the failure(s) at the mutual agreement of the Parties. In the event that Contractor is unable to achieve such remedy within the 30 calendar days of notification, or within the deadline established by the Parties, SCVEA may exercise its rights under this subsection to reduce payment of each subsequent invoice by $10,000 until the failure(s) is remedied. The foregoing liquidated damages payment shall be limited to $10,000 per month regardless of how many performance standards are not met. SVCEA and Contractor agree that Contractor s failure to comply with these standards will cause SVCEA to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by SVCEA of actual damages, including increased opt-out rates, reputational harm and general customer dissatisfaction, and these liquidated damages represent a fair, reasonable and appropriate estimate thereof. Such liquidated damages are intended to represent estimated actual damages and are not intended as a penalty and Contractor agrees to pay such liquidated damages in the form of a reduction in invoice payment if it fails to meet the performance standards without limiting SVCEA’s right to terminate this Agreement for default as provided by Section 5(b) of this Agreement.

4. Term
Subject to compliance with all terms and conditions of this Agreement, the term of this Agreement shall be from November 1, 2016 through March 1, 2020. Thereafter, the term of this Agreement shall automatically renew for successive one (1) year terms unless one party provides written notice to the other party at least one hundred eighty (180) calendar days in advance of the end of the then existing term that it does not wish to renew the term of this Agreement.

5. Termination
a) Early Termination Due to Cancellation of Community Choice Aggregation (CCA) program. If SVCEA determines on or before January 15, 2017, in its sole and absolute discretion, not to proceed with the CCA program, SVCEA may terminate this Agreement by giving written notice to Contractor as provided in Section 19 of this Agreement. In that event, no payments will be owed or paid.
b) Termination for Default. Either SVCEA or Contractor may terminate this Agreement if any one of the following events (each a “Default”) occurs with respect to the other Party: (i) with respect to SVCEA, SVCEA fails to pay amounts due hereunder and such failure continues for twenty-one (21) business days after written notice from Contractor; in accordance with Section 3 of Agreement, (ii) a Party defaults in the observance or performance by a Party of any such Party’s material covenants or agreements in this Agreement (other than a default in a payment obligation) and such default continues uncured for thirty (30) Business Days after written notice is given to such Party failing to perform its covenants or agreements under this Agreement, provided, however, that for such events which require more than thirty (30) business days, to cure, then the defaulting Party shall have such additional time as may reasonably be required to effect such cure provided that the defaulting Party diligently and continuously pursues such cure; or; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors or files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause under any

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bankruptcy or similar law for the protection of creditors or has such a petition filed against it or otherwise becomes bankrupt or insolvent (however evidenced) or is unable to pay its debts as they fall due.
c) Effect of Termination. Upon the effective date of expiration or termination of this Agreement: (i) Contractor may immediately cease providing services hereunder; and (b) any and all payment obligations of SVCEA under this agreement will become due immediately. Upon such expiration of termination, and upon request of SVCEA, Contractor shall reasonably cooperate with SVCEA to ensure a prompt and efficient transfer of all data, documents and other materials to SVCEA or a new service provider in a manner such as to minimize the impact of expiration or termination on SVCEA’s customers. SVCEA agrees to pay Contractor compensation for services performed in connection of such transfer, to the extent not contemplated in the Agreement. d) SVCEA reserves the right to transition all call center duties from Contractor to SVCEA, with at least ninety (90) calendar days’ notice to Contractor. SVCEA shall be responsible for any additional actual infrastructural or actual programming costs incurred by Contractor to facilitate this transition in accordance with the rates identified in Exhibit B. Contractor will invoice the actual costs to SVCEA without any added charges.
e) Notwithstanding any other provision of this Agreement, SVCEA reserves the right to transition call center duties from Contractor to SVCEA in phases, according to all needs and demands related to all tiers, overflow call center options, and third-party translation services. SVCEA shall be responsible for any additional actual infrastructural or actual programming costs incurred by Contractor to facilitate this transition. Contractor will invoice the actual costs to SVCEA in accordance with the rates identified in Exhibit B and without any added charges.

5.5 Transition At Time Of Termination Or Expiry
a) In the event of termination or expiry of this Agreement, in whole or in part, Contractor and SVCEA shall take commercially reasonable steps sufficient to ensure the orderly and effective transition of the services to SVCEA and/or a successor contractor (“Transition Assistance”). b) All references in this Section to termination or expiry shall include partial and complete termination or expiry, cancellation or cessation unless the context otherwise requires. c) In relation to any partial termination or expiry the provisions of this Section shall apply only to those parts of the services subject to such partial termination or expiry. d) Each reference to an obligation of Contractor under this Section shall be deemed to include an obligation on Contractor to require all relevant sub-contractors to comply with such obligation.

5.5.1 Transition Assistance Period
The Transition Assistance Period means a period of such duration as is determined by SVCEA but in no event longer than one hundred eighty (180) calendar days commencing on the earlier of:
a) service of notice to terminate this Agreement;
b) in case of a repudiatory breach of this Agreement, the date on which the non-defaulting party accepts such repudiatory breach as terminating this Agreement; or c) the expiry of the initial term or any extended term (as the case may be).

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5.5.2 Transition Assistance Election
During the Transition Assistance Period, the services will be discontinued or transitioned to a Successor Contractor at SVCEA's discretion and such transition shall then be performed in accordance with the Transition Plan required by subsection 5.5.3 below and with this Section. All the terms and conditions of this Agreement will remain unchanged during the Transition Assistance Period (including but not limited to rates and charges, discounts, credits, waivers, service levels and key personnel).

5.5.3 Transition Assistance Planning
Promptly following the commencement of the Transition Assistance Period (and in any event within fourteen (14) calendar days of notice by either Party), or earlier at the request of SVCEA, Contractor shall develop, with reasonable assistance from SVCEA, a written transition assistance plan specifying in detail all activities, and the corresponding timing of such activities, necessary to facilitate an orderly and effective transition of the Services ("Transition Plan"). The Transition Plan shall include sections setting out in detail how Contractor will satisfy the specific obligations described in paragraph 5.5.4 below. 55-4 Transition Assistance Obligations for Call Center Services (Exhibit A, Section 4) The Transition Assistance provided by Contractor during the Transition Assistance Period shall include the following services at no additional charge to SVCEA:
a) providing SVCEA or its designees with documentation relating to the services that are necessary or useful to enable the orderly and effective transition of the services to SVCEA and/or a successor contractor; b) allowing SVCEA to observe Contractor’s provision of the services; c) providing SVCEA and/or a successor contractor with reasonable access to relevant Contractor staff in order to facilitate knowledge transfer, which shall include explanations from such staff of the services, the manner of their provision and reasonably related documentation and providing answers to reasonable questions from SVCEA on the same, provided that Contractor shall not be required to disclose any of commercially sensitive information as part of this process unless such information is necessary for performance of the services by SVCEA or a successor contractor following the expiry of the Transition Assistance Period; d) Contractor shall provide Transition Assistance in such a manner as to ensure the uninterrupted performance of the services, with no degradation in quality, and avoid disruption in the operation until the successor begins providing services.
5-5-5 Transition Assistance Obligations for Data Manager Services (Exhibit A, Sections 1,2,3 5 6 and 7)
a) Contractor shall provide to SVCEA data and documentation, in a format or formats acceptable to SVCEA, and other information reasonably requested by SVCEA in connection with the transition that is sufficient to enable successor contractor to fully assume the provision of the transitioning services.
b) The processes, systems, and people related to the Data Manager Services within this agreement that are unique to Contractor, will not be included in the Transition Assistance Planning.

6. Contract Materials
Upon the expiration of this Agreement, or in the event of termination, all finished or unfinished documents, data, studies, maps, photographs, reports, and other written materials (collectively referred to as “contract materials”) provided by SVCEA to Contractor under this Agreement shall remain the property of SVCEA

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4 Noble Americas Energy Solutions LLC Agreement
and shall be promptly returned to SVCEA. Upon termination, Contractor may make and retain a copy of such contract materials if permitted by law.

7. Relationship of Parties
Contractor agrees and understands that the work/services performed under this Agreement are performed as an independent contractor and not as an employee of SVCEA and that neither Contractor nor its employees acquire any of the rights, privileges, powers, or advantages of SVCEA employees. Contractor understands that SVCEA is a Joint Powers Authority made up of the County of Santa Clara and eleven towns and cities within the County. Contractor further understands that this Agreement is made solely with SVCEA and not with any member jurisdiction of the JPA. Contractor further understands and agrees that, pursuant to the Joint Powers Authority Agreement and California law, the debts, liabilities and obligations of SVCEA are its sole responsibility and not the responsibility of its constituent member jurisdictions.

Contractor further agrees that it will not seek to recover, or cooperate with any other person or entity to seek to recover, any debt, liability or obligation related to this Agreement from any constituent member jurisdiction of SVCEA. Each Party represents and warrants to the other that: (i) it is validly existing and in good standing in the jurisdiction of its formation; (ii) the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents or any agreements to which it is a party or any law applicable to it; (iii) it has not filed, does not plan to file, nor has it had filed against it, any bankruptcy proceeding; (iv) this Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms (subject to any equitable defenses); and (v) it is not a party to or subject to any commitment that may restrict or interfere with this Agreement.

8. Hold Harmless
a. General Hold Harmless
To the extent permitted by law, Contractor shall indemnify and save harmless SVCEA and its board members, officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description resulting from or arising out of this Agreement, the performance of any work or services or actions taken under this Agreement, or payments made pursuant to this Agreement, including any claim, suit, or action brought for, or on account of, any of the following, provided that they arise out of acts or omission of the Contractor, Contractor’s employees or subcontractors:
(A) Injuries to or death of any person, including Contractor or its employees/officers/agents; (B) Damage to any property of any kind whatsoever and to whomsoever belonging; (C) Any sanctions, penalties, or claims of damages resulting from Contractor’s failure to comply, if applicable, with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended; or (D) Any other loss or cost. However, Contractor’s duty to indemnify and save harmless under this Section shall not apply to injuries or damage for which SVCEA has been found in a court of competent jurisdiction to be liable by reason of its own negligence or willful misconduct, or under a strict liability theory.

The duty of Contractor to indemnify and save harmless as set forth by this Section shall include the duty to defend as set forth in Section 2778 of the California Civil Code.

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This provision shall apply only to the extent of the Contractor’s acts and omissions, which shall be deemed to include any contractor, subcontractor, and/or employee of the Contractor, including any person or entity under Contractor’s direction and control.
b. Intellectual Property Indemnification
Contractor 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 it provides under this Agreement 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. Contractor warrants that the services it provides under this Agreement do not infringe, violate, trespass, or constitute the unauthorized use or misappropriation of any IP Rights of any third party. Contractor shall defend, indemnify, and hold harmless SVCEA from and against all claims, actions, liabilities, costs, damages, losses, and expenses (including reasonable attorney fees) arising out of or related to any claim by a third party that the services provided under this Agreement infringe or violate any third-party’s IP Rights provided any such right is enforceable in the United States. Contractor s duty to defend, indemnify, and hold harmless under this subsection applies only provided that: (a) SVCEA notifies Contractor promptly in writing of any notice of any such third-party claim; (b) SVCEA cooperates with Contractor, at Contractor's expense, in all reasonable respects in connection with the investigation and defense of any such third-party claim; (c) Contractor retains sole control of the defense of any action on any such claim and all negotiations for its settlement or compromise (provided Contractor shall not have the right to settle any criminal action, suit, or proceeding without SVCEA s prior written consent, not to be unreasonably withheld, and provided further that any settlement permitted under this Section shall not impose any financial or other obligation on SVCEA, impair any right of SVCEA, or contain any stipulation, admission, or acknowledgement of wrongdoing on the part of SVCEA without SVCEA’s prior written consent, not to be unreasonably withheld); and (d) should services under this Agreement become, or in Contractor s opinion be likely to become, the subject of such a claim, or in the event such a third party claim or threatened claim causes SVCEA’s reasonable use of the services under this Agreement to be seriously endangered or disrupted, Contractor shall, at Contractor’s expense, either:
(i) procure for SVCEA the right to continue using the services without infringement or (ii) replace or modify, subject to SVCEA’s prior approval which shall not be unreasonably withheld, conditioned or delayed, the services so that they become non-infringing but remain functionally equivalent.

Notwithstanding anything in this Section to the contrary, Contractor will have no obligation or liability to SVCEA under this subsection to the extent any otherwise covered claim is based upon: (a) any aspects of the services under this Agreement which have been modified by or for SVCEA (other than modification performed by, or at the direction of, Contractor or performed without the prior, express notification to SVCEA) in such a way as to cause the alleged infringement at issue; and/or (b) any aspects of the services under this Agreement which have been used by SVCEA in a manner prohibited by this Agreement.

The duty of Contractor to indemnify and save harmless as set forth by this subsection shall include the duty to defend as set forth in Section 2778 of the California Civil Code. 9- Assignability and Subcontracting
a) Except as otherwise provided in subsection (b), below Contractor shall not assign this Agreement or any portion of it to a third party or subcontract with a third party to provide services required by Contractor under this Agreement without the prior written consent of SVCEA, which shall not be unreasonably be withheld, conditioned or delayed. Any such

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assignment or subcontract without SVCEA’s prior written consent shall give SVCEA the right to automatically and immediately terminate this Agreement without penalty or advance notice. b) SVCEA consents to Contractor subcontracting with AnswerNet for the purposes of providing the services described in Exhibit A to this Agreement.

10. Payment of Permits/Licenses
Contractor bears responsibility to obtain any license, permit, or approval required from any agency for work/services to be performed under this Agreement at Contractor’s own expense prior to commencement of said work/services. Failure to do so will result in forfeit of any right to compensation under this Agreement.

11. Insurance
a. General Requirements
Contractor shall not commence work or be required to commence work under this Agreement unless and until all insurance required under this Section has been obtained and such insurance has been approved by SVCEA’s Risk Management, and Contractor shall use diligence to obtain such insurance and to obtain such approval. Contractor shall furnish SVCEA with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending Contractor’s coverage to include the contractual liability assumed by Contractor pursuant to this Agreement. Contractor shall provide notice in writing, to SVCEA of any pending material change in the limits of liability or of any cancellation or material modification of the policy. Such notice shall be provided to SVCEA within thirty (30) calendar days of Contractor receiving such notice. Such insurance and certificates, which do not limit Contractor’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) calendar days’ advance written notice to Silicon Valley Clean Energy Authority, Attention: Chief Executive Officer.’’ b. Workers’ Compensation and Employer’s Liability Insurance Contractor shall have in effect during the entire term of this Agreement workers’ compensation and employer’s liability insurance providing full statutory coverage. In signing this Agreement, Contractor certifies, as required by Section 1861 of the California Labor Code, that (a) it is aware of the provisions of Section 3700 of the California Labor Code, which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of the Labor Code, and (b) it will comply with such provisions before commencing the performance of work under this Agreement.
c. Liability Insurance
Contractor shall take out and maintain during the term of this Agreement commercial general liability insurance that shall protect Contractor and all of its employees/officers/agents while performing work covered by this Agreement from any and all claims for damages for bodily injury, including accidental death, as well as any and all claims for property damage which may arise from Contractor’s operations under this Agreement, whether such operations be by Contractor, any subcontractor, anyone directly or indirectly employed by either of them, or an agent of either of them. Such insurance shall include, at a minimum, the following:

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Coverage at least as broad as set forth in Insurance Services Office (herein “ISO”) Commercial General Liability coverage. (Occurrence Form CG 0001) with policy limits not less than the following:
$1,000,000 each occurrence (combined single limit);
$2,000,000 general aggregate
In addition, Contractor shall take out and maintain during the term of this Agreement, a professional liability policy that shall cover any and all damages, liabilities, financial losses and costs incurred as a result of Contractor’s professional errors and omissions or malpractice. This policy shall include a coverage limit of at least One Million Dollars ($1,000,000) per claim and Two Million Dollars ($2,000,000) annual aggregate for all claims.

Except for the professional liability insurance policy described above, SVCEA and its officers, agents, employees, and servants shall be named as additional insured on any policies of insurance required by this Agreement. All insurance policies required by this Agreement, including the professional liability insurance policy, shall also contain a provision that (a) the insurance afforded thereby to SVCEA and its officers, agents, employees, and servants shall be primary insurance to the full limits of liability of the policy and (b) if the SVCEA or its officers, agents, employees, and servants have other insurance against the loss covered by such a policy, such other insurance shall be excess insurance only.

In the event of the breach of any provision of this Section, or in the event any notice is received which indicates any required insurance coverage will be diminished or canceled, SVCEA, at its option, may, notwithstanding any other provision of this Agreement to the contrary, immediately declare a material breach of this Agreement and suspend all further work and payment pursuant to this Agreement. d. Subrogation Waiver
Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to SVCEA, on behalf of any insurer providing comprehensive general or automotive liability insurance to either Contractor or SVCEA with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer of Contractor may acquire against SVCE by virtue of the payment of any loss under such insurance.

12. Compliance With Laws
All services to be performed by Contractor pursuant to this Agreement shall, to the extent applicable to Contractor or Contractor’s performance, be performed in accordance with all applicable Federal, State, County, and municipal laws, ordinances, and regulations, including but not limited to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the Federal Regulations promulgated thereunder, as amended (if applicable), the Americans with Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, which prohibits discrimination on the basis of disability in programs and activities receiving any Federal or other governmental financial assistance. Such services shall also be performed in accordance with all applicable ordinances and regulations, including but not limited to appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations. In the event of a conflict between the terms of this Agreement and any applicable State, Federal, County, or municipal law or regulation, the requirements of the applicable law or regulation will take precedence over the requirements set forth in this Agreement.

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Contractor will timely and accurately complete, sign, and submit all necessary documentation of compliance.

13. Non-Discrimination
Contractor agrees that it shall not harass or discriminate against a job applicant, a Contractor’s employee or subcontractor, a SVCEA employee, or any customers of SVCEA, nor shall any person be denied any services provided pursuant to this Agreement on the basis of race, religion, color, national origin, ancestry, disability, marital status, pregnancy, sex, age, sexual orientation, or any other legally protected class. In the event that Contractor has been found to have engaged in any discriminatory conduct prohibited by this Section or Section 12 of this Agreement, by a court or other governmental body with jurisdiction over such matter, from which all appeals have been exhausted, such violation be considered a Default under this Agreement. Contractor shall notify SVCEA of such findings as soon as reasonably possible upon Contractor receiving such notice itself.

14. Retention of Records; Right to Monitor and Audit
a) Contractor shall maintain all required records relating to services provided under this Agreement for three (3) years after SVCEA makes final payment and all other pending matters are closed, and Contractor shall be subject to the examination and/or audit by SVCEA, a Federal grantor agency, and the State of California.
b) Contractor shall comply with all program and fiscal reporting requirements set forth by applicable Federal, State, and local agencies and as required by SVCEA. c) Contractor agrees upon reasonable notice to provide to SVCEA, to any Federal or State department having monitoring or review authority, to SVCEA’s authorized representative, and/or to any of their respective audit agencies access to and the right to examine and make and retain copies of all records and documents necessary to determine compliance with relevant Federal, State, and local statutes, rules, and regulations, to determine compliance with this Agreement, and to evaluate the quality, appropriateness, and timeliness of services performed. d) Contractor agrees to maintain and make available to SVCEA, during regular business hours, accurate books and accounting records relating to its work under this Agreement. SVCEA and Contractor agree that, insofar as Contractor maintains an active trading floor, any such audit, examination, or review, will be conducted off-site at a location mutually acceptable to the Parties, off of Contractor’s premises. SVCEA and Contractor agree to work to minimize the impact of any such audit on Contractor’s operations. Contractor will, upon request, provide SVCEA with copies to audit, examine and make excerpts and transcripts from such books and records, and to make audits thereof of data related to all other matters covered by this Agreement. Contractor shall maintain such data and records in an accessible location and condition for a period of not less than three (3) years after final payment under this Agreement or until after final audit has been resolved, whichever is later. The State of California or any federal agency having an interest in the subject matter of this Agreement shall have the same rights conferred upon SVCEA by this Section.

15. Entire Agreement; Amendments
This Agreement, including the Exhibits and Attachments attached to this Agreement and incorporated by reference, constitutes the sole Agreement of the parties to this Agreement and correctly states the rights,

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duties, and obligations of each party as of this document’s date. In the event that any term, condition, provision, requirement, or specification set forth in the body of this Agreement conflicts with or is inconsistent with any term, condition, provision, requirement, or specification in any Exhibit and/or Attachment to this Agreement, the provisions of the body of the Agreement shall prevail. Any prior agreement, promises, negotiations, or representations between the parties not expressly stated in this document are not binding. All subsequent modifications or amendments shall be in writing and signed by the parties.

16. Controlling Law; Venue
The validity of this Agreement and of its terms, the rights and duties of the parties under this Agreement, the interpretation of this Agreement, the performance of this Agreement, and any other dispute of any nature arising out of this Agreement shall be governed by the laws of the State of California without regard to its choice of law or conflict of law rules. Any dispute arising out of this Agreement shall be venued either in the Santa Clara County Superior Court.

17. Mediation Prior to Filing a Lawsuit
Except as provided in this Section, the Parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement shall be submitted to JAMS, or its successor, or any other mutually agreed mediator for mediation prior to the filing of a lawsuit.

Either Party may commence such mediation by providing the other Party a written request for mediation¬ setting forth the subject of the dispute and the relief requested. Such mediation will conclude no later than forty-five (45) calendar days from the date that such written request was received by the other Party, unless such date should fall on a Saturday, Sunday or recognized holiday, in which case the mediation will conclude by 6 PM, Pacific Prevailing Time on the next business day.

The Parties will cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. The Parties agree that they will participate in the mediation in good faith and that they will share equally in its costs, provided, however, that each Party will bear the cost of its own attorneys.

All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the Parties, their agents, employees, experts and attorneys, and by the mediator or any of the mediators employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any other proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.

Either Party to this Agreement may: (1) seek judicial equitable relief, or other equitable relief available to it under applicable statutory and/or case law including but not limited to injunctive relief; (2) exercise any self¬ help rights; and/or (3) any other rights or remedies available to it by contract or applicable statutory or case law, whether such occurs before, during or after the pendency of any negotiation or mediation, provided, however, in the case of (3) that (i) the Party availing itself of its rights and remedies so described will take only such actions as are necessary to preserve it rights during the pendency of the mediation, and (ii) all applicable statutes of limitation and defenses based upon the passage of time shall be tolled during the pendency of the mediation. The Parties will take such action, if any, required to effectuate such tolling.

The institution and maintenance of an action for judicial relief or pursuit of provisional or ancillary rights or remedies or exercise of self-help remedies, all as provided herein, and the pursuit of any such rights or

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remedies, shall not constitute a waiver of the right or obligation of any Party, including the plaintiff seeking judicial relief or remedies, to engage in the mediation pursuant to this Article.

18. Information Security
a) General Information Security. All facilities, devices, and methods used by Contractor to store and process SVCEA data will adhere to industry standard best practices, including appropriate administrative, technical, and physical security measures, to protect against threats or hazards to the security or integrity of SVCEA data and to protect against the unauthorized access, disclosure, alteration, use, encryption, corruption, destruction, and loss of SVCEA data. Such measures will include industry standard and up-to-date security tools and technologies such as antivirus protections and intrusion detection methods designed to prevent all manner of breach including but not limited to hacking, phishing, and ransomware. SVCEA data includes customer information, including that provided to Contractor by PG&E.
b) Network Security. Contractor agrees at all times to maintain network security that (at a minimum) includes network firewall provisioning, intrusion detection, and regular vulnerability assessments.

Contractor agrees to maintain network security that conforms to generally recognized industry standards and best practices.
c) Application Security. Contractor agrees at all times to provide, maintain, and support its software and subsequent updates, upgrades, and bug fixes according to generally recognized industry standards and best practices such that the software is, and remains secure from known and reasonably anticipated vulnerabilities.
d) Data Security. Contractor agrees to preserve the confidentiality, integrity, and accessibility of SVCEA data with administrative, technical, and physical measures that conform to generally recognized industry standards and best practices. Maintenance of a data security includes but is not limited to the timely application of patches, fixes, and updates to operating systems and applications as provided by vendor or open source support. Data backups should be stored on a separate server and network to insure if a data breach occurs, data can be easily restored. If possible, data backups should be stored in a separate location. e) Data Storage. Contractor agrees that any and all SVCEA data will be stored, processed, and maintained according to generally recognized industry standards and best practices. f) Data Transmission. Contractor agrees that any and all electronic transmission or exchange of system and application data with SVCEA and/or any other parties expressly designated by SVCEA shall take place via industry standard secure means.
g) Data Encryption. Contractor agrees to store all SVCEA backup data as part of its designated backup and recovery process in encrypted form, using a commercially supported encryption solution.
h) Data Re-Use. Unless otherwise specifically authorized by SVCEA by writing and in advance of such use, Contractor shall not use any SVCEA data for any purpose other than those required or specifically permitted by the Agreement.

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i) Data Ownership. All SVCEA data shall continue to be the property of and under the control of SVCEA.
j) End of Agreement Data Handling. Contractor certifies that SVCEA data shall not be retained or available to Contractor upon completion of the term of the Agreement. Within ninety (90) calendar days of completion of the term of the Agreement, unless this timeline is extended by mutual written agreement, SVCEA data in the possession of Contractor shall be returned and/or destroyed.

Where reasonably feasible, Contractor shall, upon request of SVCEA, return all SVCEA data to SVCEA in a format acceptable to SVCEA or if return is not feasible as determined by SVCEA in advance written notice to Contractor, destroy any and all SVCEA data within the timelines specified within this section.
k) Security Breach Notification to SVCEA. Contractor shall report, orally and in writing, to SVCEA any use, disclosure, and/or breach of SVCEA data not authorized by this Agreement or otherwise authorized in writing by SVCEA, including any reasonable belief that an unauthorized individual has accessed SVCEA data and any episode within which SVCEA data has been breached or subjected to a cyber-extortion threat. Contractor shall make the report to SVCEA immediately upon discovery of the event, but in no case more than one (1) business day after Contractor reasonably believes there has been such unauthorized use or disclosure. Contractor’s notice shall identify the nature of the unauthorized use or disclosure, the data used, disclosed, or held for ransom, who made the unauthorized use or received the data if known, what Contractor has done to or shall do to mitigate any effect of the unauthorized use and/or breach, and what corrective action Contractor will take to prevent future similar unauthorized uses, disclosures, or breaches.

Contractor shall provide such other information, including a written report, as reasonably requested by SVCEA.

I) Security Breach Notification to Impacted Persons. Contractor agrees to comply with all applicable laws that require the notification of individuals, businesses, and entities, in the event of the unauthorized release, acquisition, or other event requiring notification. Contractor further agrees to assume full responsibility of informing such individuals, businesses, and/or entities of such events in accordance with applicable law.
m) Data Segregation. Contractor agrees to store and maintain all SVCEA data in a manner that preserves its integrity and separation from any data that Contractor may obtain and store for its other clients. Contractor shall not commingle SVCEA data with data obtained from other sources. n) Contractor and its employees, contractors, officers, agents or successors shall comply with all applicable data security laws and regulations.
o) Contractor shall maintain customer data in compliance with CPUC Decision D.12-08-045, the PG&E Non-Disclosure Agreement, and any customer privacy policy adopted by SVCEA, including a daily backup.
p) Contractor shall maintain NES Security Breach Policy attached hereto as Exhibit C and provide any updates to the Policy within 7 calendar days, excluding changes to the Covered Information Users Lists.

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19. Notices
Any notice, request, demand, or other communication required or permitted under this Agreement shall be deemed to be properly given when both: (1) transmitted via facsimile to the telephone number listed below or transmitted via email to the email address listed below; and (2) sent to the physical address listed below by either being deposited in the United States mail, postage prepaid, or deposited for overnight delivery, charges prepaid, with an established overnight courier that provides a tracking number showing confirmation of receipt.

In the case of SVCEA, to:

Name/Title: Tom Habashi, Chief Executive Officer
Address:

Telephone:
333 W. El Camino Real, Suite 290, Sunnyvale, CA 94087
408-730-7742
Email: [email protected]
In the case of Contractor, to:

Name/Title: Drake Welch, Vice President-Customer Care
Address: 401 West A Street, Suite 500, San Diego, CA 92101 Telephone: 619-684-8039
Email: [email protected]
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21. Signatures
The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities on whose behalf they are signing.

In witness of and in agreement with this Agreement’s terms, the parties, by their duly authorized representatives, affix their respective signatures:

Silicon Valley Clean Energy Authority
Tom Habashi
Chief Executive Officer
Noble Americas Energy Solutions LLC.

By:

Name: President
Its: President
Date:

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Exhibit A
In consideration of the payments set forth in Exhibit B, Contractor shall provide the following services:

1. Electronic Data Exchange Services:
a. Process Community Choice Aggregation Service Requests (CCASRs) from/to PG&E which specify the changes to a customer’s choice of services such as enrollment in Community Choice Aggregation (CCA) programs, customer initiated returns to bundled utility service or customer initiated returns to direct access service (814 Electronic Data Interchange Files). b. Obtain all customer usage data from PG&E’s Metered Data Management Agent (MDMA) server to allow for timely billing (according to PG&E requirements) of each customer (867 Electronic Data Interchange Files).
c. Maintain and communicate the amount to be billed by PG&E for services provided by SVCEA (810 Electronic Data Interchange Files).
d. Receive and maintain all data related to payment transactions toward CCA charges from PG&E after payment is received by PG&E from customers (820 Electronic Data Interchange Files).
e. Process CCASRs with PG&E when customer status changes. f. Participate in the Customer Data Acquisition Program (CDA) beta testing for SmartMeter data sharing as SVCEA’s Data Manager.
g. Obtain customer usage data that would allow SVCEA to bill customers using generation rate structures (e.g., time-of-use periods) that are different from those reflected in the applicable PG&E rate schedule, or provide a comparable solution within 18 months of execution of this agreement.

2. Qualified Reporting Entity (QRE) Services:
a. Consistent with terms and conditions included in the Qualified Reporting Entity Services Agreement(s) between SVCEA and Contractor, serve as QRE for up to twenty locally situated, small-scale renewable generators supplying electric energy to SVCEA through its feed-in tariff (FIT). In addition to the above, Contractor will perform QRE Services for an additional ten renewable generators under a one-time upfront charge of $2,000 per generator to SVCEA, payable the month after the first month of QRE Service. b. Submit a monthly generation extract file to Western Renewable Energy Generation Information System (WREGIS) on SVCEA’s behalf, which will conform to the characteristics and data requirements set forth in the WREGIS Interface Control Document for Qualified Reporting Entities.
c. Receive applicable electric meter data from PG&E for SVCEA FIT projects, consistent with PG&E’s applicable meter servicing agreement, and provide such data to SVCEA for purposes of performance tracking and invoice creation.

3. Customer Information System:
a. Establish an operational Customer Relationship Management System (“CRM”) within sixty (60) calendar days of contract execution. Establish an operational Customer Information System within sixty (60) calendar days of contract execution.
b. Maintain an accurate database of all eligible accounts that are located in the SVCEA service area and identify each account’s enrollment status (opt out, program enrollment), rate tariff election(s), payment history, collection status, on-site generating capacity, if applicable, and any correspondence with customer as well as other information that may become necessary to effectively administer SVCEA as mutually agreed to by parties from time to time. c. Allow SVCEA to have functional access to the online database to add customer interactions and other account notes.
d. Allow SVCEA to view customer email or written letter correspondence within CRM. e. Maintain and provide as-needed historical usage data on all customers for a time period equal to the lesser of either (a) the start of customer service to present or (b) five (5) years.

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f. Until a cloud-based storage solutions for SmartMeter historical usage data is implemented, store SmartMeter historical usage data, as received by the MDMA, for a 48 hour window. g. Maintain viewing access, available to appropriate SVCEA staff, to view PG&E bills for SVCEA customers, including supporting the intuitive parsing and labeling of PG&E provided files.

Maintain accessible archive of billing records for all SVCEA customers from the start of SVCEA service or a period of no less than five (5) years.
h. Maintain and communicate as needed records of customers who have been offered service with SVCEA but have elected to opt out, either before or after starting service with SVCEA. i. Maintain and communicate as needed records of Net Energy Metering credits and generation data for customers to be posted on bill and settled annually. j. When requested by SVCEA, place program charges on the relevant customer account, identified by Service Agreement ID (SAID).
k. Identify customers participating in various SVCEA programs in database.

I. Include various program payment information in all relevant reports. m. Perform quarterly SVCEA program reviews to assess appropriate customer charge level. n. Maintain all customer data according to SVCEA’s customer privacy policy and the requirements of relevant California Public Utilities Commission Decisions including D.12-08- 045, including a daily backup process.
o. Maintain a Data Management Provider Security Breach Policy.

4. Customer Call Center:
a. Provide professional Interactive Voice Response (IVR) recordings for CCA customer call center.
b. Provide option for IVR self-service and track how many customers start and complete self-service options without live-agent assistance. c. Staff a call center, during any CCA Statutory Enrollment Period, 24 hours a day 7 days a week to process opt out requests.
d. Staff a call center during Non-Enrollment Period between the hours of 8 AM and 5 PM PST Monday through Friday, excepting SVCEA and PG&E holidays. Provide data on call volumes by day of week, time of day, and nature of request, with a summary of percentage of calls received during various times of day in order to evaluate potential call center hours of operation. Upon request by SVCEA, Contractor agrees to discuss in good faith an increase in the operating hours of the call center and any resulting increase in costs to SVCEA. Any mutually agreed upon changes in the operating hours and costs shall be set forth in an amendment to this Agreement.
e. Provide sufficient call center staffing to meet the requirements set forth herein, including designating SVCEA specific agents to the extent needed to provide for full functionality and a customer call center supervisor that will serve as the main point of contact between SVCEA and customer call center staff.
f. Provide sufficient number of Data Manager Experts available to manage escalated calls between the hours of 8 AM and 5 PM PST Monday through Friday, excluding SVCEA and PG&E holidays (“Regular Business Hours”). For the purpose of Exhibit A, Data Manager Experts are designated analyst trained to resolved escalated CCA customer-specific questions related to metered usage, CCA rates including NEM, account status, payments, and program participation.
g. Contractor will adhere to the following performance standards during Non-Enrollment Periods:
i. A minimum of 80% of all calls will be answered within 45 seconds. For the purpose of Exhibit A, the time to answer begins one the IVR system transfers the call to call queue and ends once a live agent takes the call.
ii. A minimum of 98% of calls will be answered within 3 minutes. iii. 100% of voicemail messages requiring response receive an acknowledgment response within one (1) business day.
iv. 95% of voicemail messages requiring response answered or sent to SVCEA (as directed by SVCEA) within one (1) business day.
v. 100% of voicemail messages requiring response answered or sent to SVCEA (as directed by SVCEA) within three (3) business days.

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vi. 100% of emails receive an immediate automated acknowledgement. vii. 95% of emails requiring customized response answered or sent to SVCEA (as directed by SVCEA) within one (1) business day.
viii. 100% of emails requiring customized response answered or sent to SVCEA (as directed by SVCEA) within three (3) business days.
ix. Achieve a no greater than 5% abandon rate for all calls. h. Contractor will adhere to the following performance standards during Enrollment Periods:
i. A minimum of 75% of all calls will be answered within 60 seconds. ii. A minimum of 95% of calls will be answered within 3 minutes. iii. 100% of voicemail messages requiring response receive an acknowledgment response within one (1) business day.
iv. 95% of voicemail messages requiring response answered or sent to SVCEA (as directed by SVCEA) within one (1) business day.
v. 100% of voicemail messages requiring response answered or sent to SVCEA (as directed by SVCEA) within three (3) business days.
vi. 100% of emails receive an immediate automated acknowledgement. vii. 95% of emails requiring customized response answered or sent to SVCEA (as directed by SVCEA) within one (1) business day.
viii. 100% of emails requiring customized response answered or sent to SVCEA (as directed by SVCEA within three (3) business days.
ix. Achieve a no greater than 10% abandon rate for all calls. i. Contractor shall provide monthly reports, which will demonstrate whether these performance standards have been met.
j. Provide callers with the estimated hold time, if applicable. Provide an automated ‘call back’ option for callers who will be put on hold for an estimated five minutes or longer. k. Record all inbound calls and make recordings available to SVCEA staff upon request.

Maintain an archive of such recorded calls for a minimum period of 24 months.

I. Track call center contact quality with criteria including:
i. Use of appropriate greetings and other call center scripts ii. Courtesy and professionalism
iii. Capturing key customer data
iv. Providing customers with correct and relevant information v. First-contact resolution
vi. Accuracy in data entry and call coding
vii. Grammar and spelling in text communication (email and chat) m. Evaluate customer satisfaction through randomized voluntary customer surveys that ask general questions about call quality, call resolution, and how satisfied the customer was with the service received.
n. Receive calls from SVCEA customers referred to Contractor by PG&E and receive calls from SVCEA customers choosing to contact Contractor directly without referral from PG&E. o. Provide the call center number on PG&E invoice allowing SVCEA customers to contact the call center. Collect and/or confirm current email, mailing address and phone number of customers and add to or update database during inbound call.
p. Collect permission (via voice recording, email request, or electronic form submittal) from customers to send electronic correspondence instead of printed mail. q. Respond to telephone inquiries from SVCEA customers using a script developed and updated quarterly by SVCEA. For questions not addressed within the script, refer inquiries either back to PG&E or to SVCEA.
r. Respond to customer inquiries within 24 hours, excluding weekends and holidays, including inquiries received either through telephone calls, email, fax or web-portal. s. Offer bi-annual cross training to PG&E call center in coordination with SVCEA. t. Participate in coordinative meetings, at SVCEA’s request, to promote the resolution of any customer service issues. Such meetings may include SVCEA’s management/staff and may require on-site participation by contractor’s management/staff. u. Provide monthly status reports during the first week of each month.

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17 Noble Americas Energy Solutions LLC Agreement
v. Provide weekly status reports during Statutory Enrollment Periods. w. Use commercially reasonable efforts to make Spanish speaking call center staff available to customers during Regular Business Hours.
x. Provide translation services for inbound calls for the following languages: Spanish, Cantonese, Mandarin, Tagalog, and Vietnamese.
y. Create and maintain online forms for the SVCEA website so that customers may perform program related tasks including, but not limited to, opt-up, opt-down, or opt-out from the Silicon Valley Clean Energy website. These program changes will be integrated into the Customer Relationship Management system on a daily or more frequent basis. z. At SVCEA s request, host SVCEA meetings with call center management and representatives on a bi-monthly basis.
aa. Forward inbound calls regarding matters under the control of SVCEA, to SVCEA. Forward inbound calls regarding matters under the control of PG&E, to PG&E. bb. Capture customer communication in CRM in accordance with a protocol for receiving and responding to customer complaints, including a tracking and reporting program. Contractor shall provide said protocol to SVCEA for its review within sixty (60) calendar days of execution of this Agreement.

5. Billing Administration:
a. Maintain a table of rate schedules offered by SVCEA to its customers. b. Send certain SVCEA program charges for non-SVCEA customers, when supported by PG&E, based on information provided to Contractor by SVCEA.
c. Send certain SVCEA program charges as a separate line item to PG&E for placement on monthly bill during term of repayment.
d. Apply PG&E account usage for all SVCEA customers against applicable rate to allow for customer billing.
e. Review application of SVCEA rates to PG&E accounts to ensure that the proper rates are applied to the accounts.
f. Timely submit billing information for each customer to PG&E to meet PG&E’s billing window. g. Use commercially reasonable efforts to remedy billing errors for any customer in a timely manner, no more than two billing cycles.
h. Assist with annual settlement process for Net Energy Metering customers by identifying eligible customers, providing accrued charges and credits, and providing mailing list to CCA designated printer.
i. Provide customer mailing list to SVCEA designated printer for new move-in customer notices and opt out confirmation letters routinely within 7 calendar days of enrollment or opt out. j. Send a SVCEA provided letter to customers that are overdue. If no payment is received from the customer after a certain amount of time, issue a CCASR to return customer to PG&E. k. Contractor will adhere to the following performance standards for this service:

I. 99% of SVCEA charges sent to PG&E free of Contractor error on a monthly basis. ii. 99.6% of SVCEA charges sent to PG&E free of Contractor error on a rolling 12 month basis.
ill. 99% of SVCEA charges sent to PG&E will be processed within 3 business days of Contractor loading validated usage data from PG&E EDI files.

6. Settlement Quality Meter Data (SQMD):
a. For each meter, receive either interval meter reads (usage per fifteen minutes) or a monthly read for scalar meters and SmartMeters. If a scalar meter or SmartMeter, apply the appropriate PG&E dynamic profiles to shape the usage, quantifying usage for each hourly interval.
b. After hourly reads (fifteen minute interval reads are summed to the hourly interval) for each meter are quantified, loss adjust the usage, per meter and interval, with the appropriate PG&E dynamic loss factor based on voltage level of the account. If after performing quality control and working with PG&E to remedy missing or incorrect usage, there remains any missing reads or reads deemed inaccurate, estimate usage for the respective meter based on historical usage.

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c. Aggregate usage for all meters by hour and trade date and provide to Silicon Valley Clean Energy’s designated Scheduling Coordinator or directly to CAISO for T+8 and T+48 submissions.
d. Submissions for T+172B (Resettlement) are performed as needed per an agreed upon threshold and process between SVCEA, designated Scheduling Coordinator, and contractor. e. SVCEA agrees that Contractor shall have no responsibility for any charges or penalties assessed by the CAISO associated with the SQMD under an Indemnity or otherwise. f. Contractor shall prepare the SQMD using the same level of care that Contractor would use if preparing the SQMD for its own account as a Load Serving Entity (LSE) however, Contractor hereby disclaims in advance that any representation is made or intended that the SQMD is necessarily complete, or free from error.

7. Reporting
i. Ensure monthly status reports are provided during the first week of each month, ii. Ensure weekly status reports are provided during all other enrollment periods.

Report Frequency Delivery Method
Aging Weekly, Monthly SFTP
Call Center Stats Weekly, Monthly Email
Customer Complaints Monthly Email
Cash Receipts Weekly, Monthly SFTP
SVCEA Invoice Summary Reports Monthly SFTP
Day To Invoice Weekly, Monthly SFTP
100% Opt Up with Address Weekly, Monthly SFTP
Utility User Tax (UUT) Where Applicable Monthly Email
Invoice Summary Report Weekly, Monthly SFTP
Invoice Summary Report-Mid Month Monthly SFTP
Monthly Transaction Summary Monthly Email
Opt Out with Rate Class Weekly, Monthly SFTP
Retroactive Returns Monthly Email
Sent to Collections Monthly Email
Snapshot Weekly SFTP
Snapshot with Addresses Weekly SFTP
Overdue Usage Weekly SFTP
Unbilled Usage Monthly SFTP
Full Volume Usage by Rate Class Monthly SFTP
Performance Standards Monthly Email

8. Call Center Location
Contractor will ensure that the majority of baseload calls will be answered by personnel physically located within the nine county San Francisco Bay Area. Complex calls and call escalations may be routed to Data Manager Experts located in San Diego. Overflow and after-hour support will be located in Northern California. In no event, will any other services required by this Agreement be performed by employees or agents located outside of the United States.

9. Deliverables
Contractor understands that SVCEA has a strict timeline for launch of its program. Attached as Attachment 1 to Exhibit A is a flow chart version of that timeline. Contractor is ready and able and agrees to perform the services under this Agreement in a manner that will allow SVCEA to meet its timeline, which includes program launch (delivery of power to customers) in April 2017. As the parties agree that time is of the

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19 Noble Americas Energy Solutions LLC Agreement
essence, both Contractor and SVCEA understand that each has deliverables and dependencies on each other to meet the program launch date. Contractor agrees that a failure to perform services in a manner that allows SVCEA to meet its timeline, unless such delay is caused by SVCEA, shall constitute a material breach of this agreement.

10. Definitions
a. Enrollment Period shall be defined as the three months prior to an automatic mass enrollment of customers into the SVCEA program, the month in which the mass enrollment occurs, and the two months following the mass enrollment. The Enrollment Period takes place over a six month period, beginning with the first Opt-out notice and ending with the completion of the 60- day follow-up notification period.
b. Non-Enrollment Period shall be defined as any period outside of an Enrollment Period.

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20 Noble Americas Energy Solutions LLC Agreement
Exhibit A - Attachment 1
SVCEA Projected Implementation Timeline
Timeline Phase 1- April 2017 Phase 2 -July 2017 Phase 3 - October 2017 1 Nov-16 11/14 IVR & CSR scripting approved
Dec-16
12/2 iFrame design approved
12/9 iFrame constructed
12/15 EDI certification
Jan-17
1/1 CRM setup & configuration
1/1-1/13 Phone center training
1/16 - 1/31 First opt out noticing period
Feb-17 2/1- 2/28 Second opt out noticing period
Mar-17 3/1- 3/31
Quiet period - no notices
Reports programming
Rates programming
PG&E account setup
Apr-17 4/3 - 4/28 Phase 1 ramp-on month; first
full cycle bills begin First opt out noticing period
4/17-4/30 Third opt out notice period
May-17
5/1- 5/12
5/1- 5/31 Second opt out noticing period
5/15-5/31 Fourth opt out notice period
( Jun-17
6/1- 6/9
6/9 Enrollment period ends
6/1- 6/30
Quiet period - no notices
Rates programming (if needed)
PG&E account setup
Jul-17 7/3-7/31 Phase 2 ramp-on month; first
full cycle bills begin First opt out notice period
7/17-7/31 Third opt out notice period
Aug-17
8/1-8/11
8/1- 8/31 Second opt out notice period
8/14 - 8/31 Fourth opt out notice period
Sep-17
9/1- 9/8
9/8 Enrollment period ends
9/1- 9/30
Quiet period - no notices
Rates programming (if needed)
PG&E account setup
10/2 - 10/31 Phase 3 ramp-on month; first
lull cycle bills begin
10/16- 16/31
Third opt out notice period
Nov-17 11/1- 11/10
11/13 - 11/30
Fourth opt out notice period I Dec-17 12/1- 12/8
12/8 Enrollment period ends

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21 Noble Americas Energy Solutions LLC Agreement
Exhibit B
In consideration of the services provided by Contractor described in Exhibit A and subject to the terms of the Agreement, SVCEA shall pay Contractor based on the following fee schedule and terms:

Contractor s payment for the services listed in Exhibit A shall be $1.15 per active meter per month for a period of one year following the date on which the first SVCEA customer meter becomes active, and, thereafter, shall be $1.10 per active meter per month. Travel and all start-up costs are included in this price. Contractor will not invoice SVCEA nor will SVCEA owe payments to Contractor sooner than sixty (60) calendar days following the date on which the first SVCEA customer meter becomes active.

Contractor s payment in effect for the services listed in Exhibit A shall escalate annually beginning on April 1, 2020 by the Consumer Price Index for the San Francisco-Oakland-San Jose Area or 3%, whichever is lower.

Notwithstanding any other provision contained in this Agreement, in the event that Contractor enters into an agreement with any other party to provide substantially all of the services listed in Exhibit A at a lower rate per active meter per month than provided herein, Contractor’s active meter per month rate provided under this Agreement shall be reduced to match said lower rate. Contractor shall notify SVCEA within five business days of execution of any such agreement and the same reduced rate shall be applicable to SVCEA under this Agreement one month following such rate being charged to the other party. The matched rate shall take precedence over the rate escalation described above and shall not be applied retroactively to any months preceding such rate change.

In the event that SVCEA elects to remove full call center services, the fee shall be reduced by $0.15 per active meter per month.

The Fees defined herein include only those service and items expressly set forth in Exhibit A of this Agreement. Unless otherwise agreed to by SVCEA and the Contractor, any additional deliverable provided by Contractor to SVCEA, at SCVEA’s express written request, shall be billed at a labor rate of $150.00 per hour plus any out-of-pocket costs incurred by Contractor without mark-up.

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22 Noble Americas Energy Solutions LLC Agreement

EXHIBIT C
Noble Americas Energy Solutions
Covered Information Security Breach Policy and Procedure as Agent for Community Choice Aggregators
Updated September 29, 2016
1 Item 1d
Attachment 2
23 Noble Americas Energy Solutions LLC Agreement
Table of Contents
Introduction
Scope 3
Related Documents 3
Terms and Definitions 3
Responsible Parties 4
Procedure
Detecting and Reporting of Security Breaches 5
Security Breach Handling Procedure 5
Attachments
Covered Information Users List (Revenue Manager) 7
Covered Information Users List (Microsoft Dynamics CRM) 8 CCA Privacy Policy
2 Item 1d
Attachment 2
24 Noble Americas Energy Solutions LLC Agreement
Introduction
Scope
This document outlines the Procedure for detecting and reporting security breaches that impact Community Choice Aggregation ("CCA") clients in regard to their customers' Covered Information.

The Procedure applies to the below listed activities, which constitute a Security Breach of Covered Information:
1) Unauthorized access
2) Unauthorized destruction
3) Unauthorized use
4) Unauthorized modification
5) Disclosure to third parties for Secondary Purposes (see below) The aforementioned activities pertain to residential and small commercial usage data at the service account level ("Covered Information").

Aggregated usage data that cannot be used to identify an individual account falls outside the scope and is not Covered Information.

Related Documents
Attachment 1
Attachment 2
Attachment 3
Covered Information Users List (Revenue Manager)
Covered Information Users List (Microsoft Dynamics CRM) CCA Privacy Policy
Terms and Definitions
Covered Entity A "covered entity" is (1) and Community Choice Aggregator or Electrical Service Provider (when providing service to residential or small commercial customers), or any third party that provides services to a Community Choice Aggregator or Electrical Service Provider (when providing service to residential or small commercial customers) under contract, (2) any third party who accesses, collects, stores, uses or discloses covered information pursuant to an order of the Commission, unless specifically exempted, who obtains this information from an electrical corporation, a Community Choice Aggregator or an Electrical Service Provider (when providing service to residential or small commercial customers) or (3) any third party, when authorized by the customer, that accesses, collects, stores, uses, or discloses covered information from an electrical corporation, a Community Choice Aggregator or an Electrical Service Provider (when providing service to residential or small commercial customers). 3 Item 1d
Attachment 2
25 Noble Americas Energy Solutions LLC Agreement
Covered Information "Covered information" is any usage information obtained through the use of the capabilities of Advanced Metering Infrastructure when associated with any information that can reasonable be used to identify an individual, family, household, residence, or non-residential customer, except that covered information does not include information from which identifying information has been removed such that an individual, family, household, or residence, or non-residential customer cannot reasonable be identified or re-identified.

Covered information, however, does not include information provided to the Commission pursuant to its oversight responsibilities.

Primary Purposes The "primary purposes" for the collection, storage, use or disclosure or covered information are to:
(1) Provide or bill electrical power or gas,
(2) Provide for system, grid, or operational needs,
(3) Provide services as required by state or federal law or as specifically authorized by an order of the Commission, or as part of a Commission authorized program conducted by a governmental entity under the supervision of the Commission.

Secondary Purpose "Secondary purpose" means any purpose that is not a primary purpose.

Non-Covered Entity "Non-Covered Entity" means any entity not defined as a Covered Entity Revenue Manager Nexant RevenueManager® is a fully integrated, customer care, billing, and contract management software platform for retail energy markets. Billing agents can support multiple commodities through the entire customer lifecycle—from prospecting, to customer acquisition, customer service, and billing—in residential, commercial, and industrial markets.

CRM Microsoft Dynamics CRM is a customer relationship management solution that helps companies improve marketing, sales, and service engagement with their customers to drive organizational efficiency, while helping to improve customer experience.

Responsible Parties
Noble CCA Team CCA Operations, CCA Services
AnswerNet CSR Customer Service Representatives, Supervisors Application Support System Administrators
Noble IT Operations Noble Americas Energy Solutions IT Support Organization CCA Community Choice Aggregator Staff and Third Parties contracted by CCA Procedure
(1) Detecting and Reporting of Security Breaches
4 Item 1d
Attachment 2
26 Noble Americas Energy Solutions LLC Agreement
a. All Responsible Parties are required to protect Covered Information from unauthorized access, unauthorized destruction, unauthorized use, unauthorized modification, or disclosure to non-Covered Entities for Secondary Purposes. b. Any requests by non-Covered Entities, for access to CCA's customer usage data must be reviewed and approved by a manager level Noble Americas Energy Solutions employee or higher to ensure no inadvertent release of Covered Information. c. All authorized releases of Covered Information to non-Covered Entities shall be logged and reported to affected CCAs on an annual basis for CCA's reporting purposes. d. Any discovery of a security breach of Covered Information must be reported to the affected CCA within one (1) week of detection.
e. Any Security Breach affecting 1,000 or more accounts associated with the same CCA must also be reported to the California Public Utilities Commission's Executive Director. (2) Security Breach Handling Procedure
a. The discovering party, after receiving complaint/notification email from an external source, or having detected/discovered any Security Breaches of Covered Information contained in Revenue Manager, must contact the Noble Americas Energy Solutions CCA Operations Manager immediately. If the CCA Operations Manager is unavailable, the discovering party must notify the Vice President of Customer Care. b. The CCA Operations Manager will quantify and validate the type and extent of the Security Breach and report to the affected CCA in writing. The report will contain enough information, if available, for the affected CCA to quantify the extent and the impact of the Security Breach and will identify a contact at Noble Americas Energy Solutions that will be responsible as primary contact for the CCA in regards to the Security Breach.
i. A Security Breach that affects 1,000 or more accounts are to be reported in writing to the California Public Utilities Commission's Executive Director in addition to the affected CCA.
c. Within sixty (60) days of the end of a calendar year, the CCA Operations Manager will review all annual discoveries of a Security Breach of Covered Information and prepare a summary report to the CCA.
(3) Review of the Covered Information Security Breach Policy and Procedure as Agent for Community Choice Aggregators
a. At least annually, the CCA Operations Manager will review the Covered Information Security Breach Policy and Procedure as Agent for Community Choice Aggregators documentation to update the material for any changes, revisions or modifications based on experience(s). This includes reviewing and updating Attachment1and confirming that the policy documentation has the most current version of Attachment 2. 5 Item 1d
Attachment 2
27 Noble Americas Energy Solutions LLC Agreement
b. Any proposed changes to the Covered Information Security Breach Policy and Procedure as Agent for Community Choice Aggregators documentation shall be reviewed and approved by the Vice President, Customer Care.
6 Item 1d
Attachment 2
28 Noble Americas Energy Solutions LLC Agreement
Attachment 1
Covered Information Users List (Revenue Manager)
Updated Quarterly
Noble Application Support Noble CCA Team Noble Settlements Auditor Afam Egbochuku Amber Olinghouse Frederick Siegrist Cathy Preisendorfer Joby Paradiso-Francis Andrew Fry Richa Saxena
Josh Rice Anh Pham
Juliana Lambert Calvin Nguyen
Krishna Kussalanant Evan Vuong
Megan Reiger Flora Wai
Pol Sandro-Yepes Garon Deffley
Sam Schmidt Hugh Gerdes
Jennifer Harris
Krystal Villanueva
Matthew Davis
Matthew Laverdure
Paul Soco
Paula White
Peter Sneathen
Robert Clay
Roberta Melgarejo
Slater Lee
Zack Guttroff
7 Item 1d
Attachment 2
29 Noble Americas Energy Solutions LLC Agreement
Attachment 2
Covered Information Users List (CRM)
Updated Quarterly
CCA Noble AnswerNet
Amber Olinghouse Brenda D'Arrigo
Andrew Fry Chris Williams
Calvin Nguyen Isabel Alcala
Evan Vuong Julie Perez
Hugh Gerdes Karen White
Jennifer Harris Kimberly Williams
Krishna Kussalanant Leila Peoples
Krystal Villanueva Mariah Dutra
Michael Estes Ray Crow
Paul Soco Samica Anderson
Paul Wyles Syna Chham
Paula White
Pol Sandro-Yepes
Robert Clay
Roberta Melgarejo
Sam Schmidt
Tony Choi
8 Item 1d
Attachment 2
30 Noble Americas Energy Solutions LLC Agreement
Item 1d
Attachment 2
Calpine Energy Agreement – First Amendment
AMENDMENT to the

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY

AND CALPINE ENERGY SOLUTIONS, LLC
As of November 1, 201
6 Amendment Effective Date:April 3, 2018
This Amendment is made and entered Into by and between Contractor and SVCEA. Effective upon the Amendment Effective Date, SVCEA and Contractor hereby agree to amend that certain Agreement Between the Silicon Valley Clean Energy Authority and Calpine Energy Solutions, LLC dated as of November 1, 2016, as may be amended through suchAmendment Effective Date (the "OriginalAgreement").

For good and sufficient consideration, Including the mutual covenants set forth in this Amendment, all of the following terms, conditions, covenants, and representations set forth in this Amendment are hereby Incorporated by reference as part of the OriginalAgreement, which together shallhereafter constitute the "Agreement." I. The Original Agreement is hereby amended by deleting Section 4 of Exhibit
Ain its entirety and replacing it with the following:
"4. Customer Call Center:
a, Provide professional Interactive Voice Response (IVR)recordings for CCA customer call center. b. Provide option for IVR self-service and track how many customers start and complete self- service options without live-agent assistance. c. Through July 1, 2018, staff
a call center 24 hours a day 7 days a week to process opt out requests only. d. Staff a call center between the hours of
7AM and
7 PM PPT Monday through Friday, excepting SVCEA and PG&E holidays. Provide data on call volumes by day of week, time of day, and nature of request, with a summary of percentage of calls received during various times of day In order to evaluate potential call center hours of operation. Upon request by SVCEA, Contractor agrees to discuss in good faith an Increase in the operating hours of the call center and any resulting increase In costs to SVCEA. Any mutually agreed upon changes In the operating hours and costs shall be set forth In an amendment to thisAgreement. e. Provide sufficient call center staffing to meet the requirements set forth herein, including designating SVCEA specific agents to the extent needed to provide for full functionality and a customer call center supervisor that will serve as the main point of contact between SVCEA and customer call center staff.
f. Provide sufficient number of Data Manager Experts available to manage escalated calls between the hours of 8AM and 5 PM PPT Monday through Friday, excluding SVCEA and PG&E holidays ("Regular Business Hours"). For the purpose of Exhibit A Data Manager Experts are designated analyst trained to resolved escalated CCA customer-specific questions related to metered usage, CCA rates including NEM, account status, payments, and program participation.
g. [Reserved]
h. Contractor will adhere to the following performance standards:

I. A minimum of 80% of all calls will be answered,within 45 seconds. il.

A minimum of 90% of calls will be answered within
3 minutes.

Hi. 100% of voicemail messages requiring response receive an acknowledgment response within one (1) business day.

Iv. 95% of voicemail messages requiring response answered or sent to SVCEA (as directed by SVCEA) within one (1) business day.
v. 100% of voicemail messages requiring response answered or sent to SVCEA (as directed by SVCEA) within three (3) business days.
vi. 100% of emails receive an Immediate automated acknowledgement. vii. 95% of emails requiring customized response answered or sent to SVCEA (as directed by SVCEA) within one (1) business day. vill. 100% of emails requiring customized response answered or sent to SVCEA (as directed by SVCEA within three (3) business days.
lx. Achieve
a no greater than 5% abandon rate for all calls.

I. Contractor shall provide monthly reports, which will demonstrate whether these performance standards have been met.

Amendment to Agreement Between the Silicon Valley Clean Energy Authority and Calpine Energy Solutions, LLC Item 1d
Attachment 2
Calpine Energy Agreement – First Amendment
j. Provide callers with the estimated hold time, if applicable. Provide an automated 'calf back' option for callers who will be put on hold for an estimated five minutes or longer k. Record all inbound calls and make recordings available to SVCEA staff upon request. Maintain an archive of such recorded calls for a minimum period of 24
months.

I. Track call center contact quality with criteria including:

I. Use of appropriate greetings and other call center scripts ii. Courtesy and professionalism
Hi. Capturing key customer data
iv. Providing customers with correct and relevant information v. First-contact resolution
vi. Accuracy in data entry and call coding
vil. Grammar and spelling in text communication (email and chat) m Evaluate customer satisfaction through randomized voluntary customer surveys that ask general questions about call quality, call resolution, and how satisfied the customer was with the service received.
n. Receive calls from SVCEA customers referred to Contractor by PG&E and receive calls from SVCEA customers choosing to contact Contractor directly without referral from PG&E.
o. Provide the call center number on PG&E invoice allowing SVCEA customers to contact the call center. Collect and/or confirm current email, mailing address and phone number of customers and add to or update database during inbound call. p. Collect permission (via voice recording, email request, or electronic form submittal) from customers to send electronic correspondence instead of printed mail. q. Respond to telephone inquiries from SVCEA customers using a script developed and updated quarterly by SVCEA. For questions not addressed within the script, refer inquiries either back to PG&E or to SVCEA.
r. Respond to customer inquiries within 24 hours, excluding weekends and holidays, Including inquiries received either through telephone calls, email, fax or web-portal. s. Offer bi-annual cross training to PG&E call center in coordination with SVCEA. t. Participate In coordinative meetings, at SVCEA's request, to promote the resolution of any customer service Issues. Such meetings may Include SVCEA's management/staff and may require on-site participation by contractor’s management/staff. u. Provide monthly status reports during the first week of each month. v. Provide weekly status reports during Statutory Enrollment Periods. w. Use commercially reasonable efforts to make Spanish speaking call center staff available to customers during Regular Business Hours.
x, Provide translation services for inbound calls for the following languages: Spanish, Cantonese, Mandarin, Tagalog, and Vietnamese. y. Create and maintain online forms for the SVCEA website so that customers may perform program related tasks including, but not limited to, opt-up, opt-down, or opt-out from the Silicon Valley Clean Energy website. These program changes will be integrated into the Customer Relationship Management system on a daily or more frequent basis. z. At SVCEA's request, host SVCEA meetings with call center management and representatives on a bi-monthly basis.
aa. Forward inbound calls regarding matters under the control of SVCEA, to SVCEA. Forward Inbound calls regarding matters under the control of PG&E, to PG&E. bb. Capture customer communication in CRM in accordance with a protocol for receiving and
responding to customer complaints, including a tracking and reporting program. Contractor shall provide said protocol to SVCEA for its review within sixty (60) calendar days of execution of thisAgreement."
II. All capitalized terms used, but not defined, in this Amendment shall have the meanings set forth in the Agreement As modified by thisAmendment, theAgreement shall remain in full force and effect III. This Amendment may be executed in counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement The Parties agree that, if a copy of this Amendment is 2 Item 1d
Attachment 2
Calpine Energy Agreement – First Amendment
executed by
a Party and transmitted to the other Party by facsimile, the copy received shall be deemed for alt legal purposes to be an original executed by the transmitting Party.

IN WITNESS WHEREOF, the authorized representatives of the Parties have executed this Amendment as of the Amemdment Effective Date.

ForSVCEA:

SILICON VALLEY CLEAN ENERGY AUTHORITY
3 Item 1d
Attachment 2
Calpine Energy Agreement – Second Amendment
SECOND AMENDMENT to the

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY

AND CALPINE ENERGY SOLUTIONS,LLC
As of November 1, 2016
Amendment Effective Date: August 14, 2019
This Second Amendment is made and entered into by and between Calpine Energy Solutions, LLC ("Contractor") and Silicon Valley Clean Energy Authority CSVCEA"). Effective upon the Amendment Effective Date, SVCEA and Contractor hereby agree to amend that certain Agreement Between the Silicon Vblley Clean Energy Authority and Calpine Energy Solutions, LLC dated asof November 1,2016, to extend the term of such Agreement (the "Original Agreement").

For good and sufficient consideration, including the mutual covenants set forth in this Amendment all of the following terms, conditions, covenants, and representations set forth in this Amendment are hereby incorporated by reference as part of the Original Agreement, which together shall hereafter constitute the "Agreement” I. The Original Agreement is hereby amended by deleting Item 4 in its entirety and replacing it with the following:
“4.Term
Subject to compliance with all terms and conditions of this Agreement, the term of this Agreement shall be from November 1, 2016 through June 30, 2020. Thereafter, the term of this Agreement shall automatically renew for successive one (1) year terms unless one party provides written notice to the other party at least one hundred eighty (180) calendar days in advance of the end of the then existing term that it does not wish to renew the term of this Agreement." II, All capitalized terms used, but not defined, in this Amendment shall have the meanings set forth in theAgreement As modified by thisAmendment, theAgreement shallremainin full force and effect.

III. This Amendment may be executed in counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement The Parties agree that, if a copy of this Amendment is executed by a Party and transmitted to the other Party by facsimile, the copy received shall be deemed for all legalpurposes to be an original executed by the transmitting Party.

IN WITNESS WHEREOF, the authorized representatives of the Parties have executed this Second Amendment as of the Amendment Effective Date.

For CONTRACTOR:

CALPINE ENERGY SOLUTIONS, LLC
By-— ™e: y M. Wood
President
Title: Office»-
For SVCEA:

SILICON VALLEYCLEAN ENERGY AUTHORITY
Amendment to Agreement Between the Silicon Valley Clean Energy Authority and Calpine Energy Solutions, LLC Third Amendment to Agreement Between the Silicon Valley Clean Energy Authority and Calpine Energy Solutions, LLC _____________________________________________________________________________________________________________ THIRD AMENDMENT to the

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY

AND CALPINE ENERGY SOLUTIONS, LLC
As of November 1, 2016
Amendment Effective Date: January 1, 2020
This Third Amendment is made and entered into by and between Calpine Energy Solutions, LLC (“Contractor”) and Silicon Valley Clean Energy Authority (“SVCEA”). Effective upon the Amendment Effective Date, SVCEA and Contractor hereby agree to amend that certain Agreement Between the Silicon Valley Clean Energy Authority and Calpine Energy Solutions, LLC dated as of November 1, 2016.

For good and sufficient consideration, including the mutual covenants set forth in this Amendment, all of the following terms, conditions, covenants, and representations set forth in this Amendment are hereby incorporated by reference as part of the Original Agreement, which together shall hereafter constitute the “Agreement.”
I. The Original Agreement is hereby amended by deleting Item 4 in its entirety and replacing it with the following:
“4. Term
Subject to compliance with all terms and conditions of this Agreement, the term of this Agreement shall be from November 1, 2016 through December 31, 2024. Thereafter, the term of this Agreement shall automatically renew for successive one (1) year terms unless one party provides written notice to the other party at least one hundred eighty (180) calendar days in advance of the end of the then existing term that it does not wish to renew the term of this Agreement.” II. The Original Agreement is hereby amended by adding a new Item 5.f:
“5. f) Early Termination Option. Upon ninety (90) days’ advance notice to the other party, this Agreement may be terminated by the Chief Executive Officer of SVCEA or his/her designee on December 31, 2022 subject to an early termination fee of $ 280,000 or on December 31, 2023 subject to an early termination fee of $ 140,000.”
III. The Original Agreement is hereby amended by deleting Item 3. c) in its entirety and replacing it with the following Item 3. c):
“c) For any month in which Contractor has failed to meet the performance standards specified in Exhibit A, Sections II.4(g), II.4(h) and II.5(k), SVCEA shall have the right to reduce payment of any invoice by $20,000 as liquidated damages as provided in this section. Prior to exercising this right, SVCEA shall provide written notice to Contractor that identifies the performance standard(s) that SVCEA believes have not been met and states SCVEA's intent to invoke this subsection if the failure to achieve such performance standard(s) are not remedied within thirty (30) calendar days.

The Parties shall then confer to establish a plan to remedy such failure, which plan may provide a different deadline for remedying of the failure at the mutual agreement of the Parties. In the event that Contractor is unable to achieve such remedy by the deadline established by the Parties or in the absence of such mutually agreed to deadline, 30 calendar days after SVCEA’s notification, SCVEA may exercise its rights under this subsection to reduce payment of each subsequent invoice by $20,000 until the failure is remedied. The foregoing liquidated damages payment shall be limited to $20,000 per month regardless of how many performance standards are not met.

SVCEA and Contractor agree that Contractor's failure to comply with these standards may cause SVCEA to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by SVCEA of actual damages, including increased opt-out rates, reputational harm and general customer dissatisfaction, and these liquidated damages represent a fair, reasonable and appropriate estimate thereof. Such liquidated damages are intended to represent estimated actual damages and are not intended as a penalty and Contractor agrees to pay such liquidated damages in the form of a reduction in invoice payment if it fails to meet the performance standards without limiting SVCEA's right to terminate this Agreement for default as provided by Section S(b) of this Agreement.”
DocuSign Envelope ID: 8EF33FFE-949E-41EE-8027-9A361A6269CE Item 1d
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Calpine Energy Agreement – Third Amendment
DocuSign Envelope ID: 8EF33FFE-949E-41EE-8027-9A361A6269CE GirishBalachandran
CEO
Item 1d
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Calpine Energy Agreement – Third Amendment
IV. The Original Agreement is hereby amended by deleting Exhibit A and Exhibit B in their entirety and replacing them with the ExhibitA and Exhibit B attached hereto.

V. All capitalized terms used, but not defined, in this Amendment shall have the meanings set forth in theAgreement. As modified by this Amendment, theAgreement shall remain in full force and effect.

VI. This Amendment may be executed in counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. The Parties agree that, if a copy of this Amendment is executed by a Party and transmitted to the other Party by facsimile, the copy received shall be deemed for all legal purposes to be an original executed by the transmitting Party.

IN WITNESS WHEREOF, the authorized representatives of the Parties have executed this Second Amendment as of the Amendment Effective Date.

For SVCEA:

IERGY AUTHORITY
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Title:
3 Exhibit A
I. Definitions.
“Ad Hoc Request” or “Ad Hoc” refers to services, including: new services, additional services or significant modifications to current services, requested by SVCEA that fall outside the scope of what Calpine is contractually obligated to provide under the terms of this Agreement. In the event of SVCEA requesting Ad Hoc services, SVCEA shall specify in reasonable detail the nature, business reason and scope of the request and Calpine will use commercially reasonable efforts to deliver Ad Hoc items to SVCEA in a timely manner. Any Ad Hoc Request may be subject to the fee schedule set forth in Exhibit B, Section 4.
“Agreement Holidays” refers to SVCEA Holidays and PG&E Holidays and Calpine Holidays. “Billing Window” refers to the period starting on the meter read date and ending 10 calendar days later. Submission of bill data must occur during this period for the CCA charges to appear on the consolidated PG&E bill.
“Billing Determinants” are used in the Rate Schedule to calculate the charge or credit due. Billing Determinants can define a time period, as in the case of Time-Of-Use rates that have various significance periods such as on-peak, off-peak, mid-peak, etc., or can be defined as factors that are to be considered when calculating the final customer charge such as discount services or additional charges that deviate from the Rate Schedule’s standard structure, among others. “Billing Error” refers to the incorrect billing of an account due to an error by Calpine. This does not include errors caused by incorrect or incomplete data provided by PG&E. “Budget Billing” refers to averaging annual energy costs over the previous 12 months to determine a monthly payment amount and is re-balanced every three months, adjusting the bill up or down based on the previous four months’ usage.
“Business Day” means all calendar days other than those days on which the Federal Reserve member banks in New York City are authorized or required by law to be closed, and shall be between the hours of 8:00 a.m. and 5:00 p.m. Pacific Prevailing Time for the relevant Party’s principal place of business where the relevant Party, in each instance unless otherwise specified, shall be the Party from whom the Notice, payment or delivery is being sent and by whom the Notice or payment or delivery is to be received.
“Calpine Holidays” refers to those days in a calendar year that Contractor observes as holidays, which includes the following twelve (12) days: New Year’s Day, Martin Luther King Jr. Day, President’s Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Day After Thanksgiving, Christmas Eve, Christmas Day, and New Year’s Eve. Any changes to this schedule must be approved in advance by SVCEA.
“CARE” refers to the California Alternate Rates for Energy program administered by PG&E which provides discounts on energy bills for income qualified households designated by PG&E. “Customer Data Acquisition” refers to acquisition of customer electricity usage data from PG&E.

DocuSign Envelope ID: 8EF33FFE-949E-41EE-8027-9A361A6269CE Item 1d
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4 “Community Choice Aggregation/Aggregator” or (“CCA”) refers to local government entities or joint powers agencies whose governing boards have elected to acquire and provide electric power and energy services to utility end-use customers located within their service area(s), as set forth in California Public Utilities Code Section 366.2 and other California Public Utilities Commission (CPUC) directives.
“CCA Service” means the sale of retail electric power by a Community Choice Aggregator, to utility end-use customers located within its service area(s), as set forth in California Public Utilities Code Section 366.2 and other California Public Utilities Commission (CPUC) directives. “CCA Service Customer” means a PG&E customer taking CCA Service from SVCEA. “CCA Service Request” or (“CCASR”) means a request in a form approved by PG&E to change a CCA customer’s or utility customer’s choice of services, which could include returning a CCA customer to bundled utility service or direct access service. “Customer Information System” or (“CIS”) refers to the systems used by Calpine to store SVCEA customer-specific information, including account enrollment status, rate tariff, payment history, collection status, correspondence and other information that is necessary for Calpine to effectively administer Data Manager Services.
“Customer Relationship Manager” or (“CRM”) refers to an online software platform populated by a database and designed to manage and analyze customer interactions and data through the customer lifecycle with the goal of improving business relationships with customers, assisting in customer retention and driving customer participation.
“Direct Access Customer” refers to a PG&E customer purchasing retail power from an Electric Service Provider.
“Electronic Data Interchange” or (“EDI”) refers to the transfer of data between PG&E and Calpine related to CCA Service Customers of. The EDI transaction sets used for Data Manager Services are as follows:
248 – Daily Billing Files
810 – CCA invoice information that appears on customer’s PG&E bill 814 – CCA enrollments, changes, opt outs and disconnects 820 – Remittance advice identifying the detail needed to perform cash application to accounts receivable by customer
824 – Application Advice for Invoices, used to reject invoice transactions 867 – Electric meter usage data by customer account
997 - Functional Acknowledgement
“FERA” refers to the Family Electric Rate Assistance Program which is a statewide program in which families whose household income slightly exceeds the CARE allowance can qualify to receive FERA discounts on their electricity bill.
“First-Contact or First Call Resolution” refers to addressing a customer’s need the first time they contact or call for assistance, thereby eliminating the need for the customer to follow up with a second call.

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5 “Interactive Voice Response” or (“IVR”) refers to the call center voice-recorded system that enables customers, through keypad input, to select options related to their account or access a live call center agent.
“Local Distribution Company” or “Utility Distribution Company” (“LDC” or “UDC”) refers to the relevant electric utility (such as Pacific Gas and Electric Company). “Mass Enrollment” refers to the phase-in of a group of new customers (who have not opted out prior to receiving CCASR) onto CCA Service over one billing cycle beginning with each customer’s regularly scheduled meter read date, as further defined in PG&E’s Electric Schedule E-CCA. “Medical Baseline” refers to the Medical Baseline Allowance program administered by PG&E which provides a higher baseline quantity on energy bills for eligible customers designated by PG&E.
“Meter Data Management Agent” or (“MDMA”) Services include: reading customers’ meters, validating the meter reads, editing the meter reads if necessary and transferring the meter reading data to a server pursuant to SVCEA and PG&E standards. “Net Energy Metering” refers to one of the various Net Energy Metering programs administered by PG&E as described in its Electric Schedules, for which SVCEA may provide bill credits for qualifying self-generation to participating CCA Service customers. “North American Industry Classification System” or (“NAICS”) refers to the standard used by Federal statistical agencies in classifying business establishments for the purpose of collecting, analyzing, and publishing statistical data.
“Non-Enrollment Period” refers to any other period that is not a Statutory Enrollment Period. “On Bill Repayment” refers to a financing option in which a utility or private lender supplies capital to a customer to fund energy efficiency, renewable energy, or other projects and is repaid through regular payments on an existing utility bill.
“PG&E Holidays” refers to those days in a calendar year that PG&E observes as holidays. “Qualified Reporting Entity” or (“QRE”) refers to an entity authorized by WREGIS to submit meter data associated with renewable energy on behalf of the generator owner using the WREGIS application.
“Rate Schedule” refers to the rate buildout, or formula, that includes all the necessary Billing Determinants, and the values applied to each, used to calculate charges or credits per unit of electricity consumed (kWh) or per unit of demand (kW).
“Rate Template” refers to a predefined format used to communicate Rate Schedule(s) from SVCEA to Calpine. A Rate Template is considered valid once Calpine has reviewed the information it contains to ensure it meets the expected formatting requirements and the Rate Schedule(s) it contains align with published SVCEA tariffs.

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6 “Self Service” refers to data that SVCEA can obtain and access through the Data Tools, upon its implementation, or to processes or actions which SVCEA can perform without the assistance of Calpine staff. Should SVCEA request data from Calpine that is available via Self Service or request Calpine perform a process or action that SVCEA can perform via Self Service, this shall be considered an Ad Hoc Request and is subject to the fees listed in Exhibit B, Section 4. “Service Agreement” refers to the agreement between customers and PG&E documenting the customer’s billing arrangement, including rate plan, used to calculate PG&E charges. “Settlement Quality Meter Data” or (“SQMD”) refers to meter data gathered, edited, validated, and stored in a settlement-ready format, for settlement and auditing purposes. “SVCEA-Designated Third Party” refers to any third party that acts in the place or stead of SVCEA under the terms of the Agreement. For the avoidance of doubt, any such SVCEA-Designated Third Party shall abide by and be bound by the terms of the Agreement, in the same way as SVCEA. “SVCEA Data” refers to all data and information provided, collected, or produced on SVCEA's behalf in connection with the services provided under this Agreement; including, but not limited to, confidential personally identifiable information or utility customer data protected under state privacy laws, billing data, usage data, Settlement Quality Meter Data, enrollment information, contact history, and any other confidential or proprietary information that relates to current, prospective, or former SVCEA customers.
“SVCEA Holidays” refers to those days in a calendar year that SVCEA observes as holidays. “SVCEA Service Area” refers to all cities, towns, counties, and unincorporated areas that have selected electric generation service from SVCEA.
“Statutory Enrollment Period” refers to the three-month period prior to a Mass Enrollment, the month in which the Mass Enrollment occurs, and the two months following Mass Enrollment. The Statutory Enrollment Period takes place over a six-month period. “Structural Rate Change” refers to a rate change that alters one or more Billing Determinants within a Rate Schedule buildout by changing the definition of the Billing Determinant itself and/or adding and/or removing one or more Billing Determinants to an existing buildout. “Value Only Rate Change” refers to a rate change that alters only the values applied to each of the Billing Determinants in a given Rate Schedule buildout, keeping the existing buildout intact. “Western Region Energy Generation Information System” or (“WREGIS”) refers to the independent, renewable energy tracking system for the region covered by the Western Electricity Coordinating Council (WECC).

II. In consideration of the payments set forth in Exhibit B, Contractor shall provide the following services:

1. Electronic Data Exchange Services:
a. Process CCA Service Requests (CCASRs) from/to PG&E which specify the changes to a customer’s choice of services such as enrollment in CCA programs, DocuSign Envelope ID: 8EF33FFE-949E-41EE-8027-9A361A6269CE Item 1d
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7 customer initiated returns to bundled utility service or customer initiated returns to direct access service (814 Electronic Data Interchange Files). b. Obtain all customer usage data from PG&E’s Metered Data Management Agent (MDMA) server to allow for timely billing (according to PG&E requirements) of each customer (867 Electronic Data Interchange Files).
c. Maintain and communicate the amount to be billed by PG&E for services provided by SVCEA (810 Electronic Data Interchange Files). d. Receive and maintain all data related to payment transactions toward CCA charges from PG&E after payment is received by PG&E from customers (820 Electronic Data InterchangeFiles).
e. Process CCASRs with PG&E when customer status changes.

2. Qualified Reporting Entity (QRE) Services:
a. Consistent with terms and conditions included in the QRE Services Agreement(s) between SVCEA and Contractor, serve as QRE for up to thirty (30) locally situated, small-scale renewable generators or other distributed energy resources supplying electric energy to SVCEA through a feed-in tariff (FIT) or other mechanism. In the event the number of such resources exceeds that allowed herein, both Parties agree to jointly discuss and determine a mutually agreeable solution to address the excess number of resources. b. Submit a monthly generation extract file to Western Renewable Energy Generation Information System (WREGIS) on SVCEA’s behalf, which will conform to the characteristics and data requirements set forth in the WREGIS Interface Control Document for Qualified Reporting Entities.
c. Contractor shall receive applicable electric meter data from PG&E for SVCEA distributed energy resource projects, consistent with PG&E’s applicable meter servicing agreement, and shall provide such data to SVCEA for purposes of performance tracking and invoice creation.

3. Customer Information System:
a. Maintain an accurate database of all eligible accounts who are located in the SVCEA service area and identify each account’s enrollment status (opt out, program enrollment), rate tariff election(s), payment history, collection status, on-site generating capacity, if applicable, and any correspondence with customeras well as other information that may become necessary to effectively administer SVCEA as mutually agreed to by parties from time to time.

DocuSign Envelope ID: 8EF33FFE-949E-41EE-8027-9A361A6269CE Item 1d
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8 b. Allow SVCEA to have functional access to the online database to add customer interactions and other account notes.
c. Allow SVCEA to view customer email or written letter correspondence within online database.
d. Maintain historical usage data on all customers for a time period equal to the lesser of either (a) the start of customer service to present or (b) five years.Maintain viewing access, available to appropriate SVCEA staff, to view PG&E bills for SVCEA customers, including supporting the intuitive parsing and labeling of PG&E provided files. Maintain accessible archive of billing records for all SVCEA customers from the start of SVCEA Service or a period of no less than five years.
e. Maintain and communicate as needed record of customers who have been offered service with SVCEA but have elected to opt out, either before or after starting service with SVCEA.
f. Maintain and communicate as needed records of Net Energy Metering credits and generation data for customers to be posted on bill and settled as per SVCEA’s Net Energy Metering policy.
g. When requested by SVCEA, place program charges on the relevant customer account, referenced by its unique identifier.
h. Identify customers participating in various SVCEA programs in database. i. Include various program payment information in all relevantreports. j. Perform quarterly SVCEA program reviews to assess appropriate customer charge level.
k. Maintain all customer data according to SVCEA’s customer privacy policy and the requirements of relevant California Public Utilities Commission Decisions including D.12-08-045, including a daily backup process. l. Maintain a Data Management Provider Security Breach Policy.

4. Customer Call Center:
a. Provide professional Interactive Voice Response (IVR) recordings for CCA customer call center.

1. In the event third party services are required to translate prompts or scripts into languages specified by SVCEA, any charges incurred by Contractor as a result of these will be passed by Contractor onto SVCEA in accordance with Exhibit B, Section 3.

DocuSign Envelope ID: 8EF33FFE-949E-41EE-8027-9A361A6269CE Item 1d
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9 b. Provide option for IVR self-service and track how many customers start and complete self-service options without live-agent assistance. c. Staff a call center between the hours of 8 AM and 5 PM PPT Monday through Friday, excluding Agreement Holidays.

1. No less than 2 client service representatives will be dedicated to SVCEA unless both Parties mutually agree to adjust staffing levels after reviewing call volumes and related call center statistics.

2. Any remaining call center representatives needed to support call volumes are to be shared among SVCEA, Peninsula Clean Energy, and San Jose Clean Energy.
d. At SVCEA’s written request, subject to the corresponding price set forth in Exhibit B and with three (3) months’ notice prior to taking effect, staff a call center between the hours of 7 AM and 8 AM PPT, and 5 PM and 7 PM PPT, Monday through Friday, excluding Agreement Holidays.
e. At SVCEA’s written request, subject to the corresponding price set forth in Exhibit B and with three (3) months’ notice prior to taking effect, staff a call center using only client service representatives dedicated to SVCEA, except for cases in which Contractor personnel may, from time to time, support the call center client service representatives.
f. Provide sufficient number of Contractor staff available to manage escalated calls between the hours of 8 AM and 5 PM PPT Monday through Friday, excluding Agreement Holidays
g. Contractor will adhere to the following performance standards during Non-Enrollment Periods:

1. Ensure that a minimum of 80% of all calls will be answered within 45 seconds.

2. Ensure that a minimum of 90% of all calls will be answered within 3 minutes.

3. Achieve a no greater than 5% abandon rate for all calls

4. 100% of voicemail messages answered within one (1) Business Day and provide report to SVCEA upon request that substantiates this requirement has been met.

5. 100% of emails receive an immediate automated acknowledgement and provide report upon request to SVCEA that substantiates this requirement has been met.

6. 95% of emails receive a customized response within one (1) Business DocuSign Envelope ID: 8EF33FFE-949E-41EE-8027-9A361A6269CE Item 1d
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10 Day and provide report to SVCEA upon request that substantiates this requirement has been met.

7. 100% of emails receive a customized response within three (3) Business Days and provide report to SVCEA upon request that substantiates this requirement has been met.
h. Contractor will adhere to the following performance standards during Statutory Enrollment Periods:

1. Ensure that a minimum of 75% of all calls will be answered within 60 seconds.

2. 100% of voicemail messages answered within one (1) Business Day and provide report to SVCEA upon request that substantiates this requirement has been met.

3. 100% of emails receive an immediate automated acknowledgement and provide report upon request to SVCEA that substantiates this requirement has been met.

4. 95% of emails receive a customized response within one (1) Business Day and provide report to SVCEA upon request that substantiates this requirement has been met.

5. 100% of emails receive a customized response within three (3) Business Days and provide report to SVCEA upon request that substantiates this requirement has been met.

6. Achieve a no greater than 10% abandon rate for all calls. i. Provide sufficient call center staffing to meet the requirements set forth herein. j. Provide callers with the estimated hold time, if applicable. Provide an automated ‘call back’ option for callers who will be put on hold for an estimated five minutes or longer.
k. Record all inbound calls and make recordings available to SVCEA staff upon request. Maintain an archive of such recorded calls for a minimum period of 24 months.
l. Track call center contact quality with criteria including:

1. Use of appropriate greetings and other call center scripts

2. Courtesy and professionalism

3. Capturing key customer data

4. Providing customers with correct and relevant information DocuSign Envelope ID: 8EF33FFE-949E-41EE-8027-9A361A6269CE Item 1d
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11 5. First-contact resolution

6. Accuracy in data entry and call coding

7. Grammar and spelling in written communications (email and chat) m. Evaluate customer satisfaction through voluntary customersurveys that ask general questions about call quality, call resolution, and how satisfied the customer was with the service received.
n. Respond to customer emails.
o. Receive calls from SVCEA customers referred to Contractor by PG&E and receive calls from SVCEA customers choosing to contact Contractor directly without referral from PG&E.
p. Provide the call center number on PG&E invoice allowing SVCEA customers to contact the call center. Collect and/or confirm current email, mailing address and phone number of customers and add to or update database during inbound call.
q. Collect permission (via voice recording, email request, or electronic form submittal) from customers to send electronic correspondence instead of printed mail.
r. Respond to telephone inquiries from SVCEA customers using a script developed and updated quarterly by SVCEA. For questions not addressed within the script, refer inquiries either back to PG&E or to SVCEA.
s. Respond to customer inquiries received through telephone calls, email, fax and/or web-portal within the times and guidelines in Exhibit A, Section II.4. t. Upon request, coordinate with PG&E and other PG&E territory CCAs to participate in call center reviews up to twice per calendar year. u. Ensure monthly statistics reports are provided in a timely and consistent manner as mutually agreed upon by Parties.
v. Provide recurring statistics reports focused on Call Center activities in a timely and consistent manner as mutually agreed upon by Parties. w. Use commercially reasonable efforts to make Spanish speaking call center staff available to customers during Regular Business Hours.
x. Provide translation services for inbound calls for the following languages:

Spanish, Cantonese, Mandarin, Tagalog, and Vietnamese.
y. Create and maintain online forms for the SVCEA website so that customers may perform program related tasks including, but not limited to, opt-up, opt-down, or opt-out from the Silicon Valley Clean Energy website. These program changes will be integrated into the Customer Relationship Management system on a DocuSign Envelope ID: 8EF33FFE-949E-41EE-8027-9A361A6269CE Item 1d
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12 daily or more frequent basis.
z. Participate in periodic meetings with SVCEA to review operations on a schedule mutually agreed upon by Parties.

5. Billing Administration:
a. Apply PG&E account usage for all SVCEA customers against applicable Rate Schedules to allow for customer billing.
b. Review application of SVCEA Rate Schedules to PG&E accounts to ensure that the proper rates are applied to the accounts.
c. Timely submit billing information for each customer to PG&E to meet PG&E’s billing window.
d. Use commercially reasonable efforts to remedy billing errors for any customer in a timely manner, no more than two billing cycles.
e. Assist with annual settlement process for Net Energy Metering customers by identifying eligible customers, providing accrued charges and credits, and providing mailing list to CCA designated printer.
f. Provide customer mailing list to SVCEA designated printer for new move-in customer notices and opt out confirmation letters routinely within 7 days of enrollment or opt out.
g. Provide customer mailing list to SVCEA designated printer for customers with overdue payments and return customers to PG&E bundled service in accordance with SVCEA’s late payment and collections policies. h. Send certain SVCEA program charges for non-SVCEA customers, when supported by PG&E, based on information provided to Contractor by SVCEA. i. Send certain SVCEA program charges as a separate line item to PG&E for placement on monthly bill during term of repayment.
j. Intentionally Omitted.
k. Contractor will adhere to the following performance standards for this service:

1. 99% of SVCEA charges sent to PG&E free of Contractor error and within PG&E Billing Window, on a rolling 12 month basis (current month and preceding 11 months).

6. Rate Schedule Maintenance
DocuSign Envelope ID: 8EF33FFE-949E-41EE-8027-9A361A6269CE Item 1d
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13 i. Maintain a table of Rate Schedules, offered by SVCEA to its customers, within Contractor’s billing system.

1. Complete Value Only Rate Changes within 10 Business Days once Contractor has confirmed it is in receipt of a valid Rate Template.

2. Complete Structural Rate Changes within 40 Business Days once Contractor has confirmed it is in receipt of a valid Rate Template.

3. A Rate Template will be considered valid if it meets the expected formatting requirements as set forth by Contractor and acknowledged by SVCEA, and the Rate Schedules it contains align with published SVCEA tariffs. Upon receipt of a Rate Template, Contractor will review it per these guidelines and after SVCEA has corrected any errors, if present, Contractor will communicate to SVCEA that a valid Rate Template has been received and work will commence as per the timelines indicated above.

4. Should SVCEA submit updates after Contractor has begun work on a valid Rate Template, SVCEA understands this may be considered a new Rate Change.
ii. Conduct no more than threetwo Value Only Rate Changes within Contractor’s billing system at no additional cost to SVCEA within each calendar year. iii. Conduct no more than one Structural Rate Change within Contractor’s billing system at no additional cost to SVCEA within each calendar year. iv. At SVCEA’s direction and for the corresponding price as indicated in Exhibit B, conduct additional Value Only or Structural Rate Changes beyond those included as noted above.

7. Reporting:

Report Frequency Delivery Method
Aging Weekly, Monthly SFTP
Call Center Stats Weekly, Monthly Email
Cash Receipts Weekly, Monthly SFTP
SVCEA Invoice Summary Reports Monthly SFTP
Days To Invoice Weekly, Monthly SFTP
Program Opt Up with Address Weekly, Monthly SFTP
Utility User Tax (UUT) where applicable Monthly Email
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I
14 Invoice Summary Report Weekly, Monthly SFTP
Invoice Summary Report – Mid Month Monthly SFTP
Monthly Transaction Summary Monthly Email
Opt Out with Rate Class Weekly, Monthly SFTP
Retroactive Returns Monthly Email
Sent to Collections Monthly Email
Snapshot Weekly SFTP
Snapshot with Addresses Weekly SFTP
Unbilled Usage Monthly SFTP
Full Volume Usage by Rate Class Monthly SFTP
Performance Standards Monthly Email

8. Settlement Quality Meter Data:
a. Contractor shall provide SVCEA or SVCEA’s designated Scheduling Coordinator (SC) with Settlement Quality Meter Data (SQMD) as required from SC’s by the California Independent System Operator (CAISO).
b. Upon SVCEA’s request, Contractor shall submit the SQMD directly to the CAISO on behalf of SVCEA or SVCEA’s designated SC.
c. Contractor will use, when available, AMI usage data as provided by PG&E through its Share My Data platform in its SQMD aggregation methodology.

9. Data Tools
a. Establish a data warehouse environment comprised of data related to the services provided by Contractor under this Agreement.
b. Provide access for SVCEA staff to query the data warehouse environment. c. Data made available in the data warehouse shall include:

1. AMI usage data provided by PG&E through their Share My Data (SMD) platform
a. Prior to loading this data into the data warehouse, Contractor will make commercially reasonable efforts to process the raw SMD data and associate usage data with customer accounts in Contractor’s CIS b. Contractor will query PG&E systems for updated usage data and make DocuSign Envelope ID: 8EF33FFE-949E-41EE-8027-9A361A6269CE Item 1d
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15 reasonable efforts to update the data warehouse on a daily basis. c. Contractor and SVCE will establish mutually-agreed service level metrics and protocols for daily processing and loading of SMD data

2. Customer account information and characteristics from the customer list provided by PG&E and supplemented by the following data from CRM and CIS:
a. SVCEA participation history
b. Product elections (e.g. GreenStart and GreenPrime)
c. Opt-out activity
d. SVCEA rate schedule
e. Contractor will make reasonable efforts to provide additional characteristics requested by SVCEA

3. Billing data from Contractor’s CIS

4. SQMD submission data.
d. Contractor may, from time to time and at its sole discretion, update the functionality available in the data warehouse which may include, among others, adding or maintaining data visualizations, self-service reporting tools, self-service analytical tools, and Application Program Interface (API) points. e. Contractor may, at its sole discretion, engage with SVCEA and other Contractor clients to elicit their input on required functionality, data elements, and system design as it pertains to the development, maintenance, and evolution of its data environment.
f. In the absence of the data warehouse or adequate data within the data warehouse for SVCEA to Self Service, Contractor shall assist SVCEA in compiling Ad Hoc sales, customer, and usage reports from time to time as may be requested by SVCEA, with each such request being accompanied by mutually agreed upon requirements and proper notice.
g. Contractor will provide technical support to access the data warehouse and documentation describing the data. SVCEA will provide staff with technical database expertise to engage with Contractor in the implementation and use of the data warehouse.
h. Data warehouse environment availability expected by end of Q3 2020.

DocuSign Envelope ID: 8EF33FFE-949E-41EE-8027-9A361A6269CE Item 1d
Attachment 2
Calpine Energy Agreement – Third Amendment
16 Exhibit B
In consideration of the services provided by Contractor described in Exhibit A and subject to the terms of the Agreement, SVCEA shall pay Contractor based on the following fee schedule and terms:

Contractor’s cost for the services listed in Exhibit A is $25,000 per month plus $0.85 per active meter per active account per month (“Cost for the Services”). Travel and all start-up costs are included in this price.

1. Rate Change Pricing
Additional Rate Changes beyond those included in the per meter per active account pricing noted above will be provided to SVCEA per the following price schedule:

Billing
Determinants Up to 50 51 to 250
251 to
500
501 to
1,000
1,001 to
1,500
1,501 to
3,000
3,001 to
4,500
4,501+ Hourly
Value Only
Change
$1,000 $2,000 $3,000 $5,000 $7,500 $10,000 $ 13,000 $15,000 Structural
Rate Change
$1,000 $2,500 $5,000 $7,500 $10,000 $15,000 $ 20,000 $30,000 Custom Rates
(2 hours
included of
preliminary
consultation)
$150 /
hr

2. Service Option Pricing
Service Option Per meter per month fee
Extended Contact Center hours (7am – 7pm PPT) $ 0.04
Dedicated Contact Center agents $ 0.01

3. Script Translation Services
Charges incurred by Calpine from engaging with vendors to translate scripts or other documents from English into other language(s) will be passed by Calpine to SVCEA at cost.

4. Additional Deliverable Pricing
The Fees defined in Exhibit B include only those service and items expressly set forth in Exhibit A of this Agreement. Unless otherwise agreed to by SVCEA and the Contractor, the cost of additional deliverables provided by Contractor to SVCEA, including Ad Hoc requests, shall be passed through directly to SVCEA without mark-up using a labor rate of $150.00 per hour, (“Labor Rate”).

DocuSign Envelope ID: 8EF33FFE-949E-41EE-8027-9A361A6269CE Item 1d
Attachment 2
Calpine Energy Agreement – Third Amendment

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Staff Report – Item 1e
Item 1e: Receive Update on Non-Standard Pricing Policy
From:

Prepared by:

Monica Padilla, Chief Executive Officer
Don Bray, Director of Strategic Development
Date: 12/11/2024

RECOMMENDATION
Receive a status update on the Non-Standard Pricing Policy.

BACKGROUND
In 2019, the Silicon Valley Clean Energy Board passed Resolution 2019-19, delegating authority to the Chief Executive Officer to negotiate non-standard pricing agreements for eligible large commercial and industrial customers, provided that the agreements meet the minimum requirements set forth in the Non-Standard Pricing Policy (NSPP). Pricing agreements are reviewed by the Risk Oversight Committee (ROC) for conformance with the NSPP.

In January of 2024 the SVCE Board approved minor updates to the NSPP, that clarified consideration and valuation of supporting products or services, such as a customer-provided supply contract, or an agreement to commit a portion of SVCE-provided resources. All other terms of the NSPP, provisions for review by the ROC, and associated CEO signing authority remained unchanged. In addition to continuing regular meetings with the ROC, SVCE staff committed to providing a general update on the status and utilization of the NSPP to the Board by end of 2024.

ANALYSIS & DISCUSSION
Large Commercial and Industrial (C&I) Customers represent more than one-third of SVCE’s electric load. In addition, in SVCE’s service territory, Electricity Service Providers (ESPs) currently serve a similar load under Direct Access (DA) agreements, more than 1,000 gigawatt hours/year in total.

C&I customers can apply in an annual lottery for the right to become Direct Access (DA) customers if enrollment capacity is available. Since 2013, DA load enrollment capacity had been capped by the California Public Utilities Commission (CPUC) at ~13% of the State’s overall electric load, allocated on a pro-rata basis across Investor-Owned Utility (IOU) service territories. DA enrollment capacity was typically fully subscribed by C&I customers in Pacific Gas & Electric’s (PG&E’s) service territory.

However, in 2018, SB237 added approximately 1,900 gigawatt hours/year of new available DA load enrollment capacity in PG&E’s service territory beginning in 2020. SVCE faced the prospect of C&I customers opting out of SVCE retail service to be served by ESPs under new DA service agreements. Commercial load stability is critical to SVCE’s mission, helping to ensure effective planning and management of supply, local utilization of clean electricity, and funding of electrification and decarbonization programs.

The NSPP was established to enable SVCE to provide specialized terms, services and pricing to large commercial customers that might otherwise take service from a competing ESP under a DA agreement. It is important that SVCE can respond quickly and confidentially to keep such customers, and to provide competitive long-term arrangement structures to help maintain and grow SVCE load over time.

Item 1e
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1e Agenda Date: 12/11/2024

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The Board-approved NSPP requires that agreements must:
1) apply exclusively to customers with annual load in SVCE’s service territory greater than 10 gigawatt hours/year;
2) be marginal cost-based and account for any volume and/or price risk; 3) be priced to allow SVCE to cover variable costs and achieve some level of contribution to fixed cost and reserve margin, in conformance with SVCE’s financial objectives, Energy Risk Management Policy and controls;
4) require a commitment level from the customer (e.g. volume, length of term) commensurate with the non-standard pricing agreement offered to the customer; and 5) meet SVCE’s carbon-free requirements and be consistent with SVCE’s decarbonization strategy for power supply, transportation and the built environment.

Under the NSPP, SVCE has established two specialized offerings for large C&I customers, with the following general characteristics:
• GreenPrime Direct
o Electric generation service sourced from a customized supply portfolio o SVCE and/or customer origination of supply resources to meet customer-specific requirements, e.g. RPS/carbon-free targets, load forecast o Customized tracking of customer demand and supply
o Flexible pricing structure including index-based, hedging o Funding of SVCE community decarbonization programs
o Long-term, e.g., 10+ years
• EcoInvestment Discount
o Incremental discount applied to the customer’s monthly GreenStart generation service bill, with the incremental amount reserved into an SVCE ‘EcoInvestment’ holding account o Customer commits to a 3, 5 or 7-year term, with the longest term earning the highest discount
o Customer applies to SVCE for co-investment from the funds reserved in their holding account, to help pay for qualifying electrification/decarbonization project(s) planned at their local facilities
o SVCE reimburses customer for 50% of project costs from holding account upon completion of approved EcoInvestment projects
o Highly complementary with SVCE’s new C&I Decarbonization Program, which helps customers identify and fund decarbonization and electrification projects at company facilities Utilizing the NSPP, SVCE now has customer contracts in place for both the GreenPrime Direct and EcoInvestment Discount offerings, and additional contracts currently under discussion and development, with current and prospective customers. Prospective customers include new R&D and data center facilities being planned for the area.

The NSPP also provides a mechanism to help serve customers interested in retail GreenPrime service for more than 20 GWh/year, under a long-term custom contract. SVCE’s retail GreenPrime offering was recently capped at 200 gigawatt hours/year (GWh/year), with no more than 20 GWh/year available to any one C&I customer.

The non-standard pricing policy has been an essential tool in helping SVCE establish strategic long-term contracts from major C&I customers and avoid net load loss to DA despite the expansion of the DA cap. Going Item 1e
Agenda Item: 1e Agenda Date: 12/11/2024

Page 3 of 3 ends

forward, it will continue to be an important tool for developing and establishing new long-term C&I customer contracts, and growing SVCE’s commercial and industrial load.

STRATEGIC PLAN
The Non-Standard Pricing Policy supports Goal 5 ‘Manage and optimize load and power resources to meet affordability, GHG reduction and reliability objectives’ and Goal 8 ‘Engage customers and community stakeholders to build trust of SVCE and advance decarbonization’.

ALTERNATIVE
N/A
Item 1e

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Staff Report – Item 1f
Item 1f: Authorize the Chief Executive Officer to Execute and Submit Letters of Support Committing Matching Funds for Member Agencies Submitting Grant Applications to the Metropolitan Transportation Commission’s (MTC) Climate Program Implementation Grant for Charging Infrastructure
From: Monica Padilla, CEO
Prepared by: Justin Zagunis, Director, Customer Success Anthony Eulo, Senior Manager of Public Sector Services
Date: 12/11/2024

RECOMMENDATION
Staff recommends the Silicon Valley Clean Energy (SVCE) Board of Directors (Board) authorize the Chief Executive Officer (CEO) to submit letters of support committing matching funds for member agencies applying to the Metropolitan Transportation Commission’s (MTC’s) Climate Program Implementation Grant for Charging Infrastructure.

BACKGROUND
SVCE learned about a new MTC grant opportunity earlier this Fall that aligns with SVCE’s Electric Vehicle Infrastructure Plan. Similar to the Department of Transportation’s Charging and Fueling Infrastructure (CFI) grants that the Board reviewed in August, the MTC grant enables member agencies to apply for funding for new public electric vehicle (EV) charging stations. After learning about the opportunity, SVCE staff invited all 13-member agencies to attend a grant briefing provided by SVCE’s grant writing consultants regarding eligibility and project sites. SVCE is not eligible to apply for these grants directly - but can support member agency applications.

These grants will develop chargers that 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.

ANALYSIS & DISCUSSION
Similar to the CFI grants, MTC’s criteria indicate a preference for well-planned projects located in areas highlighting transit hubs, disadvantaged communities, and underdeveloped charging infrastructure. While many member agencies do not have sites that are likely to score highly on the disadvantaged community scale, having a well-planned, nearly-shovel-ready project could create a competitive application regardless.

The relatively short timeframe between the release of the solicitation and the application due date further limits the ability of agencies to respond.

For member agencies interested in applying, SVCE staff offered technical consulting assistance to support the site analyses and to have our grant writing consultants review agency applications if desired. SVCE staff indicated that a recommendation to provide matching funds would be submitted to the Board. At this time, it seems likely that at least two member agencies (Gilroy and Morgan Hill) will be moving forward with grant Item 1f
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1f Agenda Date: 12/11/2024

Page 2 of 2 ends

applications and it is possible that more will emerge in the time period between staff report preparation and the Board meeting. The grant applications are due on December 20th.

Staff recommends that the CEO be authorized to submit letters of support committing SVCE funds as grant matching funds for member agencies applying to MTC for the grants.

STRATEGIC PLAN
The proposal supports Measure 3 of SVCE’s Strategic Plan Goal 7: “Support all SVCE communities to decarbonize through local investments that reduce barriers and demonstrate sensible, scalable, and equitable solutions”, Measure 3: Support member agencies in deploying electrification and preparing their communities for the electric future including resiliency needs.”

ALTERNATIVE
If the Board does not authorize the CEO to commit SVCE financial support to the grants, interested member agencies will need to seek other sources for the matching funds and, given the short timeframe, will likely decide to not pursue the grant opportunity.

FISCAL IMPACT
Matching funds of 11.47% are required for this grant. If two agencies submit grant applications for the maximum amount of $5M, the total maximum SVCE match would be $1.147M. It is highly likely that the match contribution from SVCE will be less due to both the agency proposals being less than the maximum $5M and that it is unlikely that MTC would award two grants for that amount in SVCE territory given that the total pool for grant funds for the entire MTC region is $20M.

Staff’s proposal 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, less than $20k of the $7.5M in funding has been encumbered in the past 18 months - primarily due to the slow pace of development. While it is expected that some additional affordable projects will apply, it is not expected that much of the $7.5M will ultimately be needed for that program. The Board previously approved using $1.5M of this funding as a match for the CFI grant. (The CFI grant has not yet been awarded and it is possible that it will be canceled by the incoming administration.) Like the CFI grant, the MTC 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. Ultimately, even with the possible expenditures from the CFI grant and future affordable housing projects, there are sufficient funds available from the $7.5M to shift towards this program
Item 1f

Page 1 of 2 ends

Staff Report – Item 1g
Item 1g: Adopt Resolution Amending SVCE Conflict of Interest Code to Add Director of Customer Success, Director of Decarbonization Policy and Community Strategies, and Power Settlements Planner as Designated Positions for Filing Statements of Economic Interests
From: Monica Padilla, CEO
Prepared by: Gia Ilole, Director of Human Resources
Michael Callahan, General Counsel
Andrea Pizano, Sr. Executive Assistant and Board Clerk
Date: 12/11/2024

RECOMMENDATION
Adopt Resolution 2024-15 amending the Silicon Valley Clean Energy (SVCE) Conflict of Interest Code (Code) to add multiple positions to SVCE’s list of designated positions for filing.

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

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

The last Code amendment was approved at the August 2024 Board of Directors meeting to add the following positions: Director of Risk Management and Analytics, Energy Trading Planner, Manager of Data and Analytics, Manager of Finance, Programs Marketing Manager, and Wholesale Energy Markets Planner.

ANALYSIS & DISCUSSION
With SVCE’s recent organizational realignment, new position titles have been identified that better reflect the work that will be performed. Those position titles include Director of Customer Success, who will be leading the former Decarbonization Programs and Policy team and Energy Services group (collectively now referred to as Customer Success), and Director of Decarbonization Policy and Community Strategies, which is a new role in the Regulatory, Policy, Planning and Legislative (RPPL) team.

The Power Settlements Planner position was hired in late October and is a new position in the Power Resources and Operations group.

Item 1g
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1g Agenda Date: 12/11/2024

Page 2 of 2 ends

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

Designated Position Assigned Disclosure Category
Director of Customer Success 2
Director of Decarbonization Policy and Community
Strategies
2 Power Settlements Planner 1
In accordance with the requirements of the Political Reform Act and the County of Santa Clara, a new conflict of interest code must be adopted by resolution which includes the newly created or identified positions as well as any changes to the existing Conflict of Interest Code. The attached resolution amends Appendix A to SVCE’s code to reflect the addition of Director of Customer Success, Director of Decarbonization Policy and Community Strategies, and Power Settlements Planner.

STRATEGIC PLAN
Not applicable.

ALTERNATIVES
None.

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

ATTACHMENT

1. Resolution 2024-15 Amending the Authority’s Conflict of Interest Code to Add Director of Customer Success, Director of Decarbonization Policy and Community Strategies, and Power Settlements Planner as Designated Positions for Filing Statements of Economic Interests Item 1g
Resolution 2024-15 -1-
RESOLUTION NO. 2024-15

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

CODE TO ADD DIRECTOR OF CUSTOMER SUCCESS, DIRECTOR OF

DECARBONIZATION POLICY AND COMMUNITY STRATEGIES, AND POWER

SETTLEMENTS PLANNER AS DESIGNATED POSITIONS FOR FILING

STATEMENTS OF ECONOMIC INTERESTS
WHEREAS, the Silicon Valley Clean Energy Authority (“Authority”) was formed on March 31, 2016 pursuant to a Joint Powers Agreement to study, promote, develop, conduct, operate, and manage energy programs in Santa Clara County; and WHEREAS, the Political Reform Act, Government Code Section 81000, et seq., (the “Political Reform Act”) requires each public agency in California, including the Authority, to adopt and promulgate a conflict of interest code; and WHEREAS, Government Code Section 87306 requires each public agency in California to amend its conflict of interest code when change is necessitated by a change in circumstances, including the creation of new positions and relevant changes to the duties assigned to existing positions; and
WHEREAS, the Board of Directors of the Authority has adopted a conflict of interest code, and has amended this code as appropriate due to changed circumstances, with the most recent code adopted by Resolution 2024-11; and WHEREAS, the Board of Directors, after consultation with the County of Santa Clara as its code reviewing body, desires to amend the list of designated positions in Appendix A by adding the following positions: Director of Customer Success, Director of Decarbonization Policy and Community Strategies, and Power Settlements Planner.

NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Authority rescinds Resolution No. 2024-11 and adopts the following attached Conflict of Interest Code including its Appendices of Designated Positions and Disclosure Categories.

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

Item 1g
Attachment 1
Resolution 2024-15 -2-
ADOPTED AND APPROVED this 11
th day of December 2024, by the following vote:

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

Clerk
Item 1g
Attachment 1
Resolution 2024-15 -3-

SILICON VALLEY CLEAN ENERGY AUTHORITY

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

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

The most current version of 2 Cal. Code of Regs. Section 18730 is available on the website of the Fair Political Practices Commission (https://www.fppc.ca.gov).

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

Item 1g
Attachment 1
Resolution 2024-15 -4-

SILICON VALLEY CLEAN ENERGY AUTHORITY

CONFLICT OF INTEREST CODE
APPENDIX "A"

DESIGNATED POSITIONS
Designated Position Assigned Disclosure Category
Member of Board of Directors 1
Alternate Member of Board of Directors 1
Audit Committee Member 2
Chief Executive Officer 1
Chief Financial Officer & Director of Administrative Services 1 Finance and Administration Committee Member 2
General Counsel 1
Administrative Services Manager 2
Associate Legislative Analyst 2
Associate Manager of Decarbonization Programs & Policy 2 Associate Power Analyst 1
Associate Power Resources Planner 1
Communications Manager 2
Deputy Director of Administrative Services 2
Deputy Director of Marketing and Communications 2
Deputy Director of Decarbonization Programs & Policy 2
Deputy Director of Power Resources 1
Director of Customer Success 2
Director of Decarbonization Policy and Community Strategies 2 Director of Decarbonization Programs & Policy 2
Item 1g
Attachment 1
Resolution 2024-15 -5-
Director of Energy Services & Community Relations 2
Director of Government and Legislative Affairs 2
Director of Human Resources 2
Director of Power Resources 1
Director of Regulatory & Legislative Policy 2
Director of Regulatory, Policy and Planning 2
Director of Risk Management and Analytics 1
Director of Strategic Development 2
Energy Services Manager 2
Energy Trading Planner 1
Financial Analyst 2
Human Resources Generalist 2
Management Analyst 2
Manager of Data and Analytics 2
Manager of Decarbonization Programs & Policy 2
Manager of Finance 2
Manager of Technology & Administrative Services 2
Policy Analyst 2
Power Analyst 1
Power Data Analyst 1
Power Resources Manager 1
Power Resources Planner 1
Power Contracts & Settlements Manager 1
Power Settlements & Compliance Analyst 1
Power Settlements Planner 1
Principal Policy Analyst 2
Item 1g
Attachment 1
Resolution 2024-15 -6-
Principal Power Analyst 1
Programs Marketing Manager 2
Rates Manager 2
Regulatory Analyst 2
Regulatory and Compliance Manager 2
Risk Controls Project Manager 2
Senior Data Analyst 2
Senior Financial Analyst 2
Senior Government Affairs Manager 2
Senior Management Analyst 2
Senior Manager of Communications 2
Senior Manager of Energy Policy and Regulatory Analysis 2 Senior Manager of IT and Administrative Services 2
Senior Manager of Decarbonization Programs & Policy 2
Senior Manager of Power Resources 1
Senior Manager of Public Sector Services 2
Senior Policy Analyst 2
Senior Power Analyst 1
Senior Power Resources Planner 1
Senior Quantitative Analyst 2
Senior Rates Analyst 2
Senior Regulatory Analyst 2
Senior Risk Manager 2
Technology Services Manager 2
Wholesale Energy Markets Manager 1
Wholesale Energy Markets Planner 1
Item 1g
Attachment 1
Resolution 2024-15 -7-
Consultant 3
Newly Created Position *
* Newly Created Position
A newly created position that makes or participates in the making of governmental decisions that may foreseeably have a material effect on any financial interest of the position-holder, and which specific position title is not yet listed in the Authority’s conflict of interest code is included in the list of designated positions and shall disclose pursuant to the broadest disclosure category in the code, subject to the following limitation: The Chief Executive Officer of the Authority may determine in writing that a particular newly created position, although a “designated position,” is hired to perform a range of duties that are limited in scope and thus is not required to fully comply with the broadest disclosure requirements, but instead must comply with more tailored disclosure requirements specific to that newly created position. Such written determination shall include a description of the newly created position's duties and, based upon that description, a statement of the extent of disclosure requirements. The Chief Executive Officer’s determination is a public record and shall be retained for public inspection in the same manner and location as this conflict-of-interest code. (Gov. Code Section 81008.) As soon as the Authority has a newly created position that must file Statements of Economic Interests, the Authority’s Filing Official shall contact the County of Santa Clara Clerk of the Board of Supervisors Form 700 division to notify it of the new position title to be added in the County’s electronic Form 700 record management system, known as eDisclosure. Upon this notification, the Clerk’s office shall enter the actual position title of the newly created position into eDisclosure and the Authority’s Filing Official shall ensure that the name of any individual(s) holding the newly created position is entered under that position title in eDisclosure.

Additionally, within 90 days of the creation of a newly created position that must file Statements of Economic Interests, the Authority shall update this conflict-of-interest code to add the actual position title in its list of designated positions and submit the amended conflict of interest code to the County of Santa Clara Office of the County Counsel for code-reviewing body approval by the County Board of Supervisors. (Gov. Code Section 87306.)
Item 1g
Attachment 1
Resolution 2024-15 -8-

SILICON VALLEY CLEAN ENERGY AUTHORITY

CONFLICT OF INTEREST CODE
APPENDIX "B"

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

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

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

Category 3: Each Consultant, as defined for purposes of the Political Reform Act and applicable regulations1, shall disclose pursuant to the broadest disclosure category in the Authority’s conflict of interest code subject to the following limitation: The Chief Executive 1 As defined in FPPC Regulation 18700.3, “consultant” means an individual who (1) makes governmental decisions, such as whether to approve a rate, rule, or regulation; to issue, deny, suspend, or revoke any permit, license, application, certificate or similar authorization; to adopt or approve a plan, design, report, study; or to adopt or approve policies, standards, or guidelines for the Authority; (2) serves in a staff capacity with the Authority, and in that capacity participates in making governmental decisions by providing information, an opinion, or a recommendation for the purpose of affecting the decision without significant intervening substantive review; or (3) performs the same or substantially all the same duties for the Authority that would otherwise be performed by an individual holding a designated position in this Code.

Item 1g
Attachment 1
Resolution 2024-15 -9-
Officer of the Authority may determine in writing that a particular consultant, although a "designated position," is hired to perform a range of duties that are limited in scope and thus is not required to comply fully with the disclosure requirements of the broadest disclosure category, but instead must comply with more tailored disclosure requirements specific to that consultant. Such a written determination shall include a description of the consultant's duties and, based upon that description, a statement of the extent of disclosure requirements. The Chief Executive Officer’s written determination is a public record and shall be retained for public inspection in the same manner and location as this Conflict of Interest Code.

Item 1g
Attachment 1

Page 1 of 2 ends

Staff Report – Item 1h
Item 1h: Receive Executive Committee Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Larry Klein, Executive Committee Chair
Date: 12/11/2024
The Executive Committee met November 22, 2024 with all members present and considered the following: 1) a request to support the Fiscal Year 2024-25 budget update, 2) a discussion regarding establishing a community fund for when target reserve levels are met, 3) a request for the Executive Committee’s support to recommend SVCE policy updates as part of staff’s policy streamlining project, 4) received a report from the CEO Transition Ad Hoc Committee, which is included on the Consent Calendar for the December Board of Directors meeting, and 5) received information on the SVCE Board elections for 2025, which will also be heard at the December Board of Directors Meeting.

Amrit Singh, CFO and Director of Administrative Services, presented the latest update on the Fiscal Year 2024-25 budget. Highlights included: SVCE’s forecasted revenues are higher by about $85 million using the California Public Utilities Commission’s (CPUC) updated market price benchmark (MPB) prices; updating for revenues and power supply expenses, the net contribution to reserves increased from $14 million to $96.7 million; reserves slightly exceed the target days of cash on hand of 350 (but remain below the maximum target of 500); and there remained continued uncertainty due to several delays in PG&E’s ERRA update process. The Committee was in unanimous support of the updates to the operating budget, which will be presented to the Board of Directors for consideration.

Zoe Elizabeth, Deputy Director of Decarbonization Programs and Policy, presented a discussion item on establishing a fund in the event target reserve levels are met. Tentatively named the ‘Affordable Clean Community Fund’, staff outlined the needs for the fund in addition to the funding priorities and target priority areas which included 1) Discount Stabilization, 2) Scalable Support for Pollution-Free Appliances, and 3) Local and Emerging Power Supply Technology. The Committee discussed this potential fund, provided feedback, and were supportive of the idea. Staff will review initial ideas for the fund, and incorporate the Committee’s feedback, at the December board meeting.

Michael Callahan, General Counsel, reviewed SVCE’s Policy Streamlining Project and requested the Executive Committee recommend that the Board of Directors adopt staff’s proposed revisions to select General and Administrative policies. The remaining policies, specific to Human Resources, IT, finance, and other General and Administrative policies, would be presented to the Finance and Administration Committee. The Executive Committee was in unanimous support of staff’s recommendation for the changes, which will be presented for the Board’s consideration in December.

The Committee also received a report from Board Vice Chair Tyson on the last meeting of the CEO Transition Ad Hoc Committee, and information from Sr. Executive Assistant/Board Clerk Andrea Pizano on SVCE Board elections process and timeline for 2025. Both of these items will be included in December’s agenda packet.

Item 1h

SILICON VALLEY

CLEAN ENERGY
Agenda Item: 1h Agenda Date: 12/11/2024

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Silicon Valley Clean Energy Board of DirectorsDecember 11, 2024

Silicon Valley Clean Energy Board of Directors
December 11, 2024