Agenda packet — Silicon Valley Clean Energy Board of Directors, March 12, 2025 (part 1 of 2)

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

George Tyson, Chair
Town of Los Altos Hills
Larry Klein, Vice Chair
City of Sunnyvale
Elliot Scozzola
City of Campbell
J.R. Fruen
City of Cupertino
Zach Hilton
City of Gilroy
Sally Meadows
City of Los Altos
Rob Rennie
Town of Los Gatos
Garry Barbadillo
City of Milpitas
Bryan Mekechuk
City of Monte Sereno
Yvonne Martinez Beltran
City of Morgan Hill
Pat Showalter
City of Mountain View
Tina Walia
City of Saratoga
Otto Lee
County of Santa Clara
svcleanenergy.org
333 W El Camino Real
Suite 330
Sunnyvale, CA 94087
Silicon Valley Clean Energy Authority
Board of Directors Meeting
Wednesday, March 12, 2025
7:00 pm
Cupertino Community Hall
10350 Torre Avenue
Cupertino, CA
Gilroy City Hall
Administration Conference Room
7351 Rosanna Street
Gilroy, CA
Teleconference Meeting
Webinar:
https://svcleanenergy-org.zoom.us/j/89919062113
Telephone (Audio Only):

US: +1 669-219-2599
Webinar ID: 899 1906 2113
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 SILICON VALLEY <3/ CLEAN ENERGY

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

Consent Calendar (Action)
1a) Approve Minutes of the February 12, 2025, Board of Directors Meeting 1b) Receive January 2025 Treasurer Report
1c) Authorize the Chief Executive Officer to Enter into Agreements Between SVCE and Customers Participating in the On-Bill Financing Pilot 1d) Authorize the Chief Executive Officer to Execute Agreements with the Cities of Milpitas and Mountain View to Administer City Rebates for Home Electrification
1e) Authorize the Chief Executive Officer to Execute and Amend Community Grants as Part of the 2024 Member Agency Grant Program and the Competitive Community Grant Program
1f) Adopt Resolution Amending SVCE’s Energy Risk Management Policy 1g) Authorize the Chief Executive Officer to Enter a Midterm Agreement to Purchase Small Hydroelectric Energy from East Bay Municipal Utilities District for a Five-Year Term and Amount Not to Exceed $30,000,000 1h) Adopt Resolution to Establish Rate Stabilization Fund Under Government Accounting Standard Board (GASB) Standard 62 1i) Adopt Resolution Establishing the Silicon Valley Clean Energy Community Fund
1j) Approve Assignment of Auditor Contract to Kosmatka Donnelly & Co. LLP 1k) Receive Executive Committee Report

SILICON VALLEY

CLEAN ENERGY

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George Tyson, Chair
Town of Los Altos Hills
Larry Klein, Vice Chair
City of Sunnyvale
Elliot Scozzola
City of Campbell
J.R. Fruen
City of Cupertino
Zach Hilton
City of Gilroy
Sally Meadows
City of Los Altos
Rob Rennie
Town of Los Gatos
Garry Barbadillo
City of Milpitas
Bryan Mekechuk
City of Monte Sereno
Yvonne Martinez Beltran
City of Morgan Hill
Pat Showalter
City of Mountain View
Tina Walia
City of Saratoga
Otto Lee
County of Santa Clara
svcleanenergy.org
333 W El Camino Real
Suite 330
Sunnyvale, CA 94087
1l) Receive Finance and Administration Committee Report 1m) Receive Audit Committee Report
1n) Receive 2025 Legislative Responses to Industry Transition Ad Hoc Committee Report
1o) Receive California Community Power Report
Regular Calendar
2) CEO Report (Informational)
3) Receive Audit Results and Accept the Findings from Independent Auditor (Action)
4) Adopt Resolution Approving the Mid-Year 2024-25 Adjusted Operating Budget (Action)
5) Affordability Strategic Focus Area Update (Discussion) Board Member Announcements and Direction on Future Agenda Items Adjourn
SILICON VALLEY <3/ CLEAN ENERGY
Revised: February 7, 2024
1 SVCE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Silicon Valley Clean Energy Authority
Board of Directors Meeting
Wednesday, February 12, 2025
7:00 pm
Cupertino Community Hall
10350 Torre Avenue
Cupertino, CA
Morgan Hill City Hall
17575 Peak Ave.

Morgan Hill, CA 95037

DRAFT MEETING MINUTES
Call to Order:

Vice Chair Klein called the meeting to order at 7:02 p.m.

Chair Tyson provided a statement regarding his remote participation pursuant to AB 2449 under the “Just Cause” provision due to a physical disability that could not be accommodated and there was no one else 18 or over present in the location.

Director Showalter provided a statement regarding her remote participation for a personal medical issue and requested to participate in the meeting remotely due to emergency circumstances under Government Code Section 54953 (f), and noted no one over the age of 18 was present in the location.

Roll Call

Present:

George Tyson (Chair), Los Altos Hills (participated remotely) Larry Klein (Vice Chair), Sunnyvale
Elliot Scozzola, Campbell
Sally Meadows, Los Altos
Rob Rennie, Los Gatos
Garry Barbadillo, Milpitas
Lisa Shannon, Monte Sereno
Yvonne Martinez Beltran, Morgan Hill (participated remotely) Pat Showalter, Mountain View (participated remotely)
Otto Lee, Santa Clara County
Tina Walia, Saratoga

Absent:

J.R. Fruen, Cupertino
Zach Hilton, Gilroy
Public Comment on Matters Not Listed on the Agenda
No speakers.

Item 1a Draft Minutes: 2/12/25 Board of Directors Meeting SILICON VALLEY \3/ CLEAN ENERGY

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Adopt Resolution Commending Melody Tovar for her Dedication in the Formation of Silicon Valley Clean Energy
Vice Chair Klein introduced the item and provided historical background on the formation of Silicon Valley Clean Energy (SVCE), including the City of Sunnyvale and Melody Tovar’s contributions.

Directors Walia and Showalter provided supportive comments and thanked Melody Tovar for her efforts in the formation of Silicon Valley Clean Energy and her career.

Vice Chair Klein opened Public Comment.

Ramana Chinnakotla, Environmental Services Director, City of Sunnyvale, acknowledged Melody Tovar for her efforts in helping form SVCE and her involvement in other various environmental initiatives at the City of Sunnyvale.

Don Bray, Director of Strategic Development, acknowledged Melody Tovar and provided supportive comments regarding her leadership in forming SVCE.

Anthony Eulo, Senior Manager of Public Sector Services, thanked Melody Tovar for her service and role in forming SVCE and congratulated her on her retirement.

Vice Chair Klein closed Public Comment.

MOTION: Director Walia moved and Director Lee seconded the motion to adopt Resolution 2025- 03 Commending Melody Tovar for her dedicated service in the formation of the Joint Powers Authority in 2016 and as city staff of a founding member agency of Silicon Valley Clean Energy Authority.

The motion carried by verbal roll call vote with Director Fruen and Director Hilton absent.

Vice Chair Klein presented Melody Tovar with a plaque and resolution on behalf of the SVCE Board of Directors and acknowledged her contributions toward the formation of SVCE.

Melody Tovar acknowledged the Board of Directors and expressed her gratitude for their supportive comments.

Consent Calendar
Vice Chair Klein opened the floor for questions or comments on the Consent Calendar.

Director Showalter noted she would be voting no on Item 1f on the Consent Calendar; Andrea Pizano, Board Clerk, reconfirmed the item number.

Director Barbadillo requested Consent Calendar Items 1e and 1h be pulled.

Vice Chair Klein opened Public Comment.

No speakers.

Vice Chair Klein closed Public Comment.
1a) Approve Minutes of the February 12, 2025, Board of Directors Meeting 1b) Receive December 2024 Treasurer Report
1c) Receive January 2025 Update for All Retail Rates
1d) Approve 2025 Updates to Exhibit C, Annual Energy Use, and Exhibit D, Voting Shares, of the SVCE Joint Powers Agreement
1f) Adopt Resolution No 2025-04 Updating SVCE’s Annual Net Surplus Compensation Cash-Out Terms Effective May 2025
1g) Receive December 2024 Decarbonization Strategy and Programs Quarterly Report Item 1a Draft Minutes: 2/12/25 Board of Directors Meeting

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1i) Receive Executive Committee Report
1j) Receive Additional Committees Report
1k) Receive California Community Power Report
MOTION: Director Walia moved and Director Barbadillo seconded the motion to approve the Consent Calendar with the exception of Items 1e and 1h.

The motion carried by verbal roll call vote with Director Fruen and Director Hilton absent, and a no vote from Director Showalter on Item 1f.
1e) Approve Increase to SVCE’s Payments to California Community Choice Association in the Amount of $200,000 for Special Assessments
Monica Padilla, Chief Executive Officer, provided information to the Board of Directors (Board) regarding Consent Calendar Item 1e, and stated that the CalCCA $200,000 special assessment fee will provide SVCE and CalCCA members with consulting services relating to rate proceeding studies, and California Public Utility Commission and Pacific Gas & Electric rates.

Staff responded to questions and comments regarding SVCE’s membership in CalCCA and its supportive role in providing joint action advocacy to CalCCA members relating to regulatory and legislative matters.

Board members provided supportive comments regarding SVCE’s CalCCA membership.

Vice Chair Klein opened Public Comment.

No speakers.

Vice Chair Klein closed Public Comment.

MOTION: Director Lee moved and Director Walia seconded the motion to approve Consent Calendar Item 1e.

The motion carried by verbal roll call vote with Director Fruen and Director Hilton absent. 1h) Authorize the Chief Executive Officer to Finalize and Execute an Amendment to an Agreement with Optony Inc. for One Additional Year and to Increase the Not to Exceed Amount from $300,000 to $512,000 for Fleet Electrification Planning Support Consulting Services Zoe Elizabeth, Director of Decarbonization Policy and Community Strategy, and Anthony Eulo, Senior Manager of Public Sector Services, provided information regarding electrification transition planning services provided by Optony Inc. and the need to extend the program to meet increasing demands for technical consulting services.

Vice Chair Klein opened public comment.

No speakers.

Vice Chair Klein closed public comment.

MOTION: Director Barbadillo moved and Director Walia seconded the motion to approve Consent Calendar Item 1h.

The motion carried by verbal roll call vote with Director Fruen and Director Hilton absent.

Regular Calendar
2) CEO Report (Discussion)
CEO Monica Padilla addressed the following in her report:

Item 1a Draft Minutes: 2/12/25 Board of Directors Meeting

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1) An update on the new administration’s federal executive orders • Bena Chang, Director of Government and Legislative Affairs, provided information regarding to the temporarily halted funding and its direct impact on customers and partners, including: a temporary halt on federal off-shore and on-shore wind leasing permitting and loans, a directive to federal agencies to examine streamline permitting for fossil fuel, hydro power, bio-fuel and nuclear projects, and a temporary pause on disbursement of funding allocated for some Inflation Reduction Act and Infrastructure Investment Jobs Act;
2) An introduction to SVCE’s Strategic Goals and Accomplishments Quarterly Report • Andrea Pizano, Senior Executive Assistant and Board Clerk, provided information relating to SVCE’s progress on Board approved initiatives.

Staff responded to questions and comments regarding SVCE’s strategic goals and priorities and ongoing organizational alignment.

3) An update on SVCE’s battery energy storage portfolio • Britta Bradshaw, Power Resource Manager, provided information relating to safety measures implemented at battery storage sites, which included: a discussion regarding containerized outdoor storage locations and their full compliance with industry safety standards.

Vice Chair Klein opened Public Comment.

No speakers.

Vice Chair Klein closed Public Comment.
3) Appoint Members to SVCE’s 2025 Committees (Action)
Senior Executive Assistant and Board Clerk Andrea Pizano introduced the item and reviewed the members interested in serving on SVCE’s 2025 committees as follows:
2025 Legislative Ad Hoc Committee Finance and Administration Committee

1. Dir. Elliot Scozzola, Campbell 1. Dir. Elliot Scozzola, Campbell

2. Dir. Zach Hilton, Gilroy 2. Alt. Dir. Sheila Mohan, Cupertino

3. Dir. Bryan Mekechuk, Monte Sereno 3. Alt. Dir. Maria Ristow, Los Gatos

4. Dir. Yvonne Beltran Martinez, Morgan Hill 4. Dir. Pat Showalter, Mountain View

5. Dir. Pat Showalter, Mountain View 5. Alt. Dir. Murali Srinivasan, Sunnyvale

6. Dir. Tina Walia, Saratoga
Audit Committee

1. Alt. Dir. Sergio Lopez, Campbell

2. Harjot Sangha, Finance Director, Gilroy * nominated by Dir. Zach Hilton

3. Dir. George Tyson, Los Altos Hills

4. Dir. Bryan Mekechuk, Monte Sereno
Vice Chair Klein opened the floor for additional Board members interested in serving on committees to express their interest.

Director Barbadillo expressed his interest in serving on the 2025 Legislative Ad Hoc Committee.

Vice Chair Klein opened Public Comment.

No speakers
Vice Chair Klein closed Public Comment.

Board members provided comments regarding Director Barbadillo’s interest in serving on the Legislative Ad Hoc Committee, with a recommendation from Vice Chair Klein that Director Barbadillo consider serving on an alternate committee. Following discussion, Director Barbadillo withdrew his interest in serving on the 2025 Legislative Ad Hoc Committee.

Item 1a Draft Minutes: 2/12/25 Board of Directors Meeting

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Director Walia provided a comment in support of an additional Board member potentially serving on the Finance and Administration Committee in 2025; there was no additional interest from board members.

MOTION: Director Lee moved and Director Scozzola seconded the motion to appoint committee members as presented by staff to serve on SVCE’s 2025 committees.

The motion carried by verbal roll call vote with Director Fruen and Director Hilton absent. 4) Programs Impact Summary – January 1, 2024 to December 31, 2024 (Discussion) Justin Zagunis, Director of Customer Success, provided a presentation regarding 2024 SVCE programs.

The presentation included an update on the following:
• Six major program launches in 2024, which included: Multi-family Affordable Housing Electrification Program, Turnkey Single-Family Electrification Service, Commercial and Industrial Decarbonization Program, Innovation Onramp Cycle Program, Income Qualified Electric Vehicle (EV) Rebates Program, and eHub 2.0, an online resource center for customers in SVCE territories.
• Highlights from programs included: increased installations of EV chargers at residential and multi-family properties, with 47 additional properties receiving charging technical plans, and increased customer usage of the GridShift App for managing EV loads.

Staff responded to questions and comments regarding electric panel upgrades, contractor training program enrollment, future single and multi-family direct-program installation results, and availability of community impact summaries for SVCE agencies.

Vice Chair Klein opened Public Comment.

No speakers.

Vice Chair Klein closed Public Comment.

Board members provided supportive comments to staff regarding SVCE’s customer support programs and comments on potential future programs.
5) Local Agency Action Planning (Informational)
Zoe Elizabeth, Director of Decarbonization Policy and Community Strategies, provided information on member agency partnerships and action planning updates, which included: the launch of two complimentary SVCE programs to provide member agencies with $4 million in technical resources and grants to support local permitting policies and processes; and a three-tier action plan for agencies to scale their permitting processes.

Vice Chair Klein opened Public Comment.

No speakers.

Vice Chair Klein closed Public Comment.

Board members provided supportive comments to SVCE staff for their work on local agency action planning initiatives.

Board Member Announcements and Future Agenda Items
Chair Tyson expressed his gratitude to the Board for his appointment as Chair to the 2025 SVCE Board of Directors and stated his interest regarding best practices and governance of local CalCCA members.

Vice Chair Klein announced an EV shuttle program ribbon-cutting ceremony in Sunnyvale on Tuesday, March 4, 2025.

Item 1a Draft Minutes: 2/12/25 Board of Directors Meeting

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Adjourn
Vice Chair Klein adjourned the meeting at 9:00 p.m.

ATTEST:
_____________________________
Andrea Pizano, Board Secretary
Item 1a Draft Minutes: 2/12/25 Board of Directors Meeting 1 TREASURER REPORT
Fiscal Year to Date
As of January 31, 2025
(Preliminary & Unaudited)
Issue Date: March 12, 2025
Table of Contents

PageSummary
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 16-26
Item 1b January 2025 Treasurer Report
2

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Balance Sheet Highlights:
> SVCE operations resulted in a change in net position of $6.6 million for the month of January and $45.2 million for fiscal-year-to-date (FYTD).* > Total Net Position increased further to $530.4 million. > SVCE is investing ~97.6% of available funds, recognizing interest/dividend income of $6M FYTD. *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* 527.3 M
Total Interest/Div. Earned FYTD 6.0 M
Average Yield to Maturity** 4.47%
* Includes River Bank accounts - Money Market, Collateral and ICS; CAMP; PFM Portfolio ** Average annualized yield for the current month. Investment yields are measured to maturity at market.

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights* ($ in millions)
January 31, 2025
498.0 M
530.4 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) 405 412 423 429
297 303 316 322
500
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
$6.0 M

0.4 M

1.7 M

1.9 M 2.1 M 1.8 M 2.0 M

2.0 M

0.0 M

0.8 M

1.6 M

2.4 M

3.2 M

4.0 M

4.8 M

5.6 M

6.4 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 Nov Dec Jan Feb Mar Apr May June July Aug Sept
Investment Income*
Actual Cumulative Budget Accounting Returns Actual and Accrued Cash Basis 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.

October results are updated per the budget revisions adopted in Dec 2024. * Accounting returns investment of income includes unrealized mark-to-market gain or loss of the total investment portfolio as per US GAAP, Actual and Accrued Cash Basis excludes mark-to-market gains (losses).

Item 1b January 2025 Treasurer Report
3

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Summary of Actual Results vs. Adopted Budget (includes allocated but unspent program dollars):
> FYTD operating margin of $51.6 million or 32% is above the Amended Budget expectations of $19.2M (11%) operating margin for the fiscal year to date. > FYTD Power Supply costs are -27% below Amended Budget. > Retail GWh sales for the month of January and FYTD landed -6% and -3% below budget respectively.

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

Revenue 37.4 M 44.9 M -16.7% 159.6 M 167.1 M -4.5%
Power Supply Cost 30.3 M 42.7 M -29.1% 108.0 M 147.9 M -27.0% Operating Margin 7.2 M 2.2 M 220.5% 51.6 M 19.2 M 169.0% Operating Expenses (ex Power) 2.2 M 3.0 M -26.8% 9.3 M 12.1 M -23.7% Other Non-Op. Expen. (Income) -2.1 M -1.5 M 38.9% 14.3 M 15.4 M -6.7% Net Increase in Available Fund
Balance 7.0 M 0.7 M 887.4% 28.0 M -8.3 M -437.3%
Customer Load Statistics:

Total Accounts 281,940
Opt-Out Accounts (Month) 66
Opt-Out Accounts (FYTD) 163
Opt-Up Accounts (Month) (9)
Opt-Up Accounts (FYTD) (22)
Program Funds:

General Program Fund
CRCR Fund*
Electrification Discount Fund
Nuclear & Hanford Prog. Funds
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. $ 2,188,000 $ 7,696,000 $ 5,508,000 $ -
YTD Contributions YTD Expenditures
$ 9,159,383 $ 9,030,919 $ - $ 128,464
Lower YTD costs is mostly due to lower energy consumption and decline in energy/attribute prices. Staffing vacancies, underrunning professional services, and lower marketing expenses Reflects budgetary transfers to program and other funds

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights** ($ in millions)
January 31, 2025
January 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.

November -January - Weaker customer demand was offset by lower power supply cost and reduced operating expenses. Lower November-January customer demand and a negative true-up settlement, partly offset by liquidated damage payments.

Beginning Balance End Balance
$ 20,000,000 $ 19,994,800 $ - $ 5,200
$ 77,436,658 $ 85,383,655 $ 10,530,000 $ 2,583,003
$ 5,437,984 $ 9,345,062 $ 5,370,000 $ 1,462,922
8,633 K
7,629 K
13,731 K
6,330 K
0 M
2 M
4 M
6 M
8 M
10 M
12 M
14 M
16 M
Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept
Net Increase in Available Fund Balance
Comparing Actuals to Amended Budget
254,171
254,607
254,599
254,508
27,487
27,489
27,328
27,432

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%
270.0
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

89.7%
Personnel

4.2%
Contract
Services

3.5%
G & A

2.4%
Depreciation

0.2%
YTD Operating Expenses
Item 1b January 2025 Treasurer Report
4 Current Assets
Cash & Cash Equivalents* $ 272,874,338
Accounts Receivable, net of allowance 36,920,172
Investments 75,322,615
Accrued Revenue 22,328,392
Other Receivables 13,034,184
Prepaid Expenses 1,552,475
Deposits 704,806
Total Current Assets 422,736,982
Noncurrent assets
Capital assets, net of depreciation 966,609
Investments** 195,298,574
Deposits 45,130
Total Noncurrent Assets 196,310,313
Total Assets 619,047,295
Current Liabilities
Accounts Payable 1,817,585
Accrued Cost of Electricity 59,031,688
Other accrued liabilities 2,476,369
User Taxes and Energy Surcharges due to other gov'ts 1,202,010 Supplier security deposits 225,000
Lease liability 226,967
Total Current Liabilities 64,979,619
Noncurrent Liabilities
Supplier security deposits 23,678,125
Total noncurrent liabilities 23,678,125
Total Liabilities 88,657,744
Net investment in capital assets 739,642
Unrestricted (deficit) 529,649,909
Total Net Position $ 530,389,551
* 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 January 31, 2025
ASSETS

LIABILITIES
Item 1b January 2025 Treasurer Report
5 OPERATING REVENUES
Electricity Sales, Net $ 156,011,947
GreenPrime electricity premium 774,439
Liquidated damages 2,804,610
TOTAL OPERATING REVENUES 159,590,996

OPERATING EXPENSES
Cost of Electricity 107,974,146
Contract services 4,263,142
Staff compensation and benefits 5,060,252
Other operating expenses 2,846,117
Depreciation 238,511
TOTAL OPERATING EXPENSES 120,382,168
OPERATING INCOME(LOSS) 39,208,828

NONOPERATING REVENUES (EXPENSES)
Investment Income 5,986,196
Financing costs (2,347)
TOTAL NONOPERATING REVENUES (EXPENSES) 5,983,849
CHANGE IN NET POSITION 45,192,677
Net Position at beginning of period 485,196,874
Net Position at end of period $ 530,389,551

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES
October 1, 2024 through January 31, 2025

AND CHANGES IN NET POSITION
Item 1b January 2025 Treasurer Report
6 CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers $ 173,012,230
Receipts of liquidated damages 2,804,610
Receipts of security deposits 10,492,100
Payments of security deposits (2,250,000)
Payments to suppliers for electricity (110,426,793)
Payments for other goods and services (7,976,523)
Payments for staff compensation and benefits (4,809,569) Tax and surcharge payments to other governments (3,313,292) Net cash provided (used) by operating activities 57,532,763

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Payments of lease liability (178,120)
Acquisition of capital assets (224,163)
Net cash provided (used) by capital and related
financing activities (402,283)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments (104,375,792)
Proceeds from investment sales 52,163,413
Investment income received 6,482,365
Net cash provided (used) by investing activities (45,730,014) Net change in cash and cash equivalents 11,400,466
Cash and cash equivalents at beginning of year 261,473,872 Cash and cash equivalents at end of period $ 272,874,338

NONCASH INVESTING ACTIVITIES
Unrealized appreciation (depreciation) and timing differences in investment income$ (496,169)

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF CASH FLOWS
October 1, 2024 through January 31, 2025
Item 1b January 2025 Treasurer Report
7 Operating Income (loss) $ 39,208,828
Adjustments to reconcile operating income to net cash
provided (used) by operating activities
Depreciation expense 238,511
(Increase) decrease in accounts receivable 6,141,274
(Increase) decrease in other receivables 3,471,534
(Increase) decrease in accrued revenue 7,251,093
(Increase) decrease in prepaid expenses (926,146)
(Increase) decrease in current deposits 14,600
Increase (decrease) in accounts payable 44,540
Increase (decrease) in accrued cost of electricity (5,402,264) Increase (decrease) in accrued liabilities (256,892)
Increase (decrease) in taxes and surcharges due to other governments (477,315) Increase (decrease) in supplier security deposits 8,225,000 Net cash provided (used) by operating activities $ 57,532,763

RECONCILIATION OF OPERATING INCOME (LOSS) TO NET

CASH PROVIDED (USED) BY OPERATING ACTIVITIES

SILICON VALLEY CLEAN ENERGY AUTHORITY
STATEMENT OF CASH FLOWS (Continued)
October 1, 2024 through January 31, 2025
Item 1b January 2025 Treasurer Report
8 FYTD FYTD FY 2024-25 FY 2024-25
OPERATING REVENUES Actual Amended Budget $ % Amended Budget Remaining Budget Energy Sales $156,006,015 $166,328,567 -$10,322,552 -6% $524,078,000 $368,071,985 Green Prime Premium 774,439 779,088 -$4,649 -1% 2,434,000 1,659,561 Other Income 2,810,542 2,810,542 (2,810,542)
TOTAL OPERATING REVENUES 159,590,996 167,107,655 (7,516,659) -4.5% 526,512,000 366,921,004

ENERGY EXPENSES
Power Supply 107,974,146 147,918,303 (39,944,157) -27% 390,091,000 282,116,854 Operating Margin 51,616,850 19,189,352 32,427,498 169% 136,421,000 84,804,150

OPERATING EXPENSES
Data Management 1,082,525 1,244,565 (162,040) -13% 3,734,000 2,651,475 PG&E Fees 399,613 505,470 (105,857) -21% 1,516,000 1,116,387 Salaries & Benefits 5,060,252 5,796,144 (735,892) -13% 17,388,000 12,327,748 Professional Services 1,339,423 3,123,190 (1,783,767) -57% 9,370,000 8,030,577 Marketing & Promotions 236,257 539,000 (302,743) -56% 1,617,000 1,380,743 General & Administrative 1,152,274 936,061 216,213 23% 2,808,000 1,655,726 TOTAL OPERATING EXPENSES 9,270,344 12,144,430 (2,874,086) -24% 36,433,000 27,162,656 OPERATING INCOME/(LOSS) 42,346,506 7,044,922 35,301,584 501% 99,988,000 57,641,494

NON-OPERATING REVENUES
Investment Income 5,986,196 6,412,739 (426,543) -7% 19,238,000 13,251,804 TOTAL NON-OPERATING REVENUES 5,986,196 6,412,739 (426,543) -7% 19,238,000 13,251,804

NON-OPERATING EXPENSES
Financing - 23,445 (23,445) -100% 70,000 70,000

CAPITAL EXPENDITURES, TRANSFERS,
& OTHER
Capital Outlay 6,361 334,000 (327,639) -98% 1,002,000 995,639 Transfer to Programs Fund 10,530,000 10,530,000 - 0% 10,530,000 - 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 5,370,000 5,370,000 - 0% 5,370,000 - Transfer from Electrification Discount Fund (128,464) - (128,464) n/a - 128,464 Transfer from CRCR Fund - customer bill relief (973,838) - (973,838) n/a - 973,838 TOTAL OTHER USES 20,312,059 21,742,000 (1,429,941) -7% 22,410,000 2,097,941

NET INCREASE(DECREASE) IN AVAILABLE
FUND BALANCE $ 28,020,643 $ (8,307,784) $ 36,328,427 -437% $96,746,000 Variance

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2024 through January 31, 2025
Item 1b January 2025 Treasurer Report
9 BUDGET ACTUAL/
REVENUE & OTHER SOURCES: ACTUAL REMAINING BUDGET
Transfers in - General Programs $ 10,530,000 $ 10,530,000 $ - 100.0% Total $ 10,530,000 $ 10,530,000 $ -
EXPENDITURES & OTHER USES:

Program expenditures 17,552,064 2,583,003 14,969,061 14.7% Net increase (decrease) in fund balance $ (7,022,064) $7,946,997 Fund balance at beginning of period 77,436,658
Fund balance at end of period $85,383,655

BUDGET ACTUAL/
REVENUE & OTHER SOURCES: ACTUAL REMAINING BUDGET
Transfer from Operating Fund $ 5,370,000 $ 5,370,000 $ - 100.0% EXPENDITURES & OTHER USES:

Customer bill relief credit 4,411,000 973,838 3,437,162 22.1% Other program expenditures 825,000 489,084 335,916 59.3% Total Program expenditures 5,236,000 1,462,922 3,773,078 Net increase (decrease) in fund balance $ 134,000 3,907,078 Fund balance at beginning of period 5,437,984
Fund balance at end of period $9,345,062

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2024 through January 31, 2025

CUSTOMER RELIEF & COMMUNITY RESILIENCY FUND

GENERAL PROGRAM FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2024 through January 31, 2025
BUDGET
BUDGET
Item 1b January 2025 Treasurer Report
10 BUDGET ACTUAL/
REVENUE & OTHER SOURCES: BUDGET ACTUAL REMAINING BUDGET Transfer from Operating Fund $ - $ - $ - n/a
EXPENDITURES & OTHER USES:

Program expenditures 850,000 128,464 721,536 15.1%
Net increase (decrease) in fund balance $ (850,000) (128,464) Fund balance at beginning of period 9,159,383
Fund balance at end of period $9,030,919

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

Expenditures - 5,200 (5,200)
Net increase (decrease) in fund balance $ - (5,200)
Fund balance at beginning of period 20,000,000
Fund balance at end of period $19,994,800

BUILDING FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2024 through January 31, 2025

ELECTRIFICATION DISCOUNT FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2024 through January 31, 2025
Item 1b January 2025 Treasurer Report
11 BUDGET ACTUAL/
REVENUE & OTHER SOURCES: ACTUAL REMAINING BUDGET
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 $ 5,508,000 $ 5,508,000 $ -
EXPENDITURES & OTHER USES:

Program expenditures - - -
Net increase (decrease) in fund balance $ 5,508,000 $5,508,000 Fund balance at beginning of period 2,188,000
Fund balance at end of period $7,696,000
BUDGET

NUCLEAR AND HANFORD PROGAM FUNDS

BUDGETARY COMPARISON SCHEDULE
October 1, 2024 through January 31, 2025
Item 1b January 2025 Treasurer Report
12 October November December January February March April May June July August September YTD

OPERATING REVENUES
Electricity sales, net $ 42,272,261 $ 36,066,964 $ 40,444,049 $ 37,228,673 $ - $ - $ - $ - $ - $ - $ - $ - $ 156,011,947 Green electricity premium $ 216,009 $ 177,897 $ 192,481 $ 188,052 $ - $ - $ - $ - $ - $ - $ - $ - 774,439 Liquidated damages $ 2,400,000 $ 404,610 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - 2,804,610 Other Income $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - - Total operating revenues 44,888,270 36,649,471 40,636,530 37,416,725 - - - - - - - - 159,590,996

OPERATING EXPENSES
Cost of electricity 29,690,455 $ 23,435,665 $ 24,597,864 $ 30,250,162 $ - $ - $ - $ - $ - $ - $ - $ - 107,974,146 Staff compensation and benefits 1,153,708 $ 1,135,297 $ 1,503,015 $ 1,268,232 $ - $ - $ - $ - $ - $ - $ - $ - 5,060,252 Data manager 270,465 $ 270,551 $ 270,449 $ 271,060 $ - $ - $ - $ - $ - $ - $ - $ - 1,082,525 Service fees - PG&E 100,000 $ 96,085 $ 104,098 $ 99,430 $ - $ - $ - $ - $ - $ - $ - $ - 399,613 Consultants and other professional fees 806,956 $ 771,641 $ 713,688 $ 488,719 $ - $ - $ - $ - $ - $ - $ - $ - 2,781,004 Other operating expenses 462,895 $ 852,622 $ 1,008,087 $ 522,513 $ - $ - $ - $ - $ - $ - $ - $ - 2,846,117 Depreciation 53,537 $ 53,341 $ 65,816 $ 65,817 $ - $ - $ - $ - $ - $ - $ - $ - 238,511 Total operating expenses 32,538,016 26,615,202 28,263,017 32,965,933 - - - - - - - - 120,382,168 Operating income (loss) 12,350,254 10,034,269 12,373,513 4,450,792 - - - - - - - - 39,208,828

NONOPERATING REVENUES (EXPENSES)
Grant income - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - - Interest income 428,694 $ 1,712,666 $ 1,742,311 $ 2,102,525 $ - $ - $ - $ - $ - $ - $ - $ - 5,986,196 Financing costs (701) $ (625) $ (549) $ (472) $ - $ - $ - $ - $ - $ - $ - $ - (2,347) Total nonoperating revenues (expenses) 427,993 1,712,041 1,741,762 2,102,053 - - - - - - - - 5,983,849 CHANGE IN NET POSITION $ 12,778,247 $ 11,746,310 $ 14,115,275 $ 6,552,845 $ - $ - $ - $ - $ - $ - $ - $ - $ 45,192,677

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
October 1, 2024 through January 31, 2025
Item 1b January 2025 Treasurer Report
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 $ 28,561,690 $ 48,885,983 $ 23,794,276 California Asset Management Program (CAMP) $ 206,767,899 $ 229,607,825 $ 216,507,939 $ 249,409,396 PFM Asset Management Investment Portfolio $ 281,807,003 $ 270,469,593 $ 271,357,416 $ 273,147,693 Total Ending Balance $ 521,938,658 $ 528,639,108 $ 536,751,338 $ 546,351,364 Return On Investments:

Annual % Yield Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts 4.58% 4.58% 4.55% 4.53%
California Asset Management Program (CAMP) 5.03% 4.87% 4.73% 4.55% PFM Asset Management Investment Portfolio * 4.45% 4.45% 4.45% 4.40% Average Return On Investments: 4.69% 4.64% 4.57% 4.47%
* Yield to Maturity at Market.

Accounting Returns Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts $ 14,385 $ 26,036 $ 36,682 $ 38,759 California Asset Management Program (CAMP) $ 908,552 $ 839,926 $ 900,114 $ 901,457 Other Interest Income $ 4,447 $ 2,470 $ 2,313 $ 2,322
PFM Asset Management Investment Portfolio * $ (498,690) $ 844,234 $ 803,202 $ 1,159,987 Total Interest and Investment Gains $ 428,694 $ 1,712,666 $ 1,742,311 $ 2,102,525 * Includes change in current market value (month over month), accrued interest and money market dividends (as per US GAAP).

Actual and Accrued Cash Basis Returns Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts $ 14,385 $ 26,036 $ 36,682 $ 38,759 Camp Pool Composition (based on market value): $ 908,552 $ 839,926 $ 900,114 $ 901,457 Other Interest Income $ 4,447 $ 2,470 $ 2,313 $ 2,322
PFM Asset Management Investment Portfolio * $ 945,927 $ 954,874 $ 1,046,439 $ 1,048,124 Total Interest and Investment Gains $ 1,873,311 $ 1,823,305 $ 1,985,548 $ 1,990,662 * Includes interest/dividends/coupons received, net realized gains/losses and monthly change in accrued interest.

CAMP Portfolio Statistics
As of January 31, 2025
Beginning of the Month Market Value $ 216,507,939
Ending of The Month Market Value $ 249,409,396
Monthly Distribution Yield 4.55% Weighted Average Maturity (days) 43 PFM Portfolio Statistics
As of January 31, 2025
Portfolio Par Value $ 272,651,381
Portfolio Market Value (icl. Accrued Interest) $ 273,147,693 Yield to Maturity at Cost 4.60%
Yield to Maturity at Market 4.40%
Benchmark Yield* 4.16%
Portfolio Effective Duration (years) 1.31 Weighted Average Maturity (days) 638 *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 January 31, 2025

13.26% 14.70%

30.45%

34.63%

4.69%

2.27%

0.00%
0%
5%
10%
15%
20%
25%
30%
35%
40%
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
41%
Commercial
Paper
13%
CAMP Pool
0%
Federal Agency
Commercial
6%
Supra-National Agency
0%
Corp. & Bank Notes
19%
Certificate of Deposit
5%
Asset-Backed
Security
16%
SVCE PFM Portfolio Investments
Repurchase
Agreements,

34.0%
Certificates of
Deposit, 29.7%
Commercial
Paper, 34.2% US Treasuries,

0.0%
Money Market
Funds, 1.3%
SupraNational
Corporate Debt, 0.0%
Notes, 0.8%
Camp Pool Composition (based on market value)
Item 1b January 2025 Treasurer Report
14 October November December January February March April May June July August September YTD Retail Sales Actual (GWh) 338.0 306.3 334.6 341.1 1,320 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 1,359 Load deviation from the Budget (Right Y-Axes)6.7% -7.7% -3.5% -6.1% -2.9% Customer Participation Rate Res 96.1% 96.1% 96.2% 96.1% Customer Participation Rate Com 96.5% 96.5% 96.4% 96.5% Total Accounts 281,658 282,096 281,927 281,940 281,940
Opt-Out Accounts 41 25 31 66 163
Opt-Up Accounts -7 17 -23 -9 -22

0.08 27.61
SVCE Arrearager Total for customers 31+ days late and 120+ days late Age Summary (as of 2/1/2025) Date Amount
<30 days $33,586,377 High 11/29/2021 $7.99M
<60 days $1,334,194 Low 4/17/2020 $2.54M
<90 days $762,572 Current 7/31/2023 $6.2 M
<120 days $600,184
Older $3,549,550

January 2025 FYTD
Accounts Receivable Days
28 Days
$39,832,878

SILICON VALLEY CLEAN ENERGY AUTHORITY

RETAIL SALES, CUSTOMER ACCOUNTS AND AGING REPORT
Bad Debt % (Actual)

0.32%

TOTAL DUE
Bad Debt % (Budget )

0.75%
• 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 $509,330 % Revenue 0.12% 0.14% 0.14% 0.25% 0.23% 0.33% 0.29% 0.32% Av./Month (R Axes) $25,713 $34,773 $34,599 $53,288 $73,833 $123,729 $128,286 $127,332 $-
$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 January 2025 Treasurer Report
15 Item 1b January 2025 Treasurer Report
16 Item 1b January 2025 Treasurer Report
17 Item 1b January 2025 Treasurer Report
18 Item 1b January 2025 Treasurer Report
19 Item 1b January 2025 Treasurer Report
20 Item 1b January 2025 Treasurer Report
21 Item 1b January 2025 Treasurer Report
22 Item 1b January 2025 Treasurer Report
23 Item 1b January 2025 Treasurer Report
24 Item 1b January 2025 Treasurer Report
25 Item 1b January 2025 Treasurer Report
26 Item 1b January 2025 Treasurer Report

Page 1 of 2 ends

Staff Report – Item 1c
Item 1c: Authorize the Chief Executive Officer to Enter into Agreements Between SVCE and Customers Participating in the On-Bill Financing Pilot
From: Monica Padilla, CEO
Prepared by: Justin Zagunis, Director of Customer Success Jessamyn Allen, Programs Lead
Date: 3/12/2025

RECOMMENDATION
Staff recommends the Silicon Valley Clean Energy (SVCE) Board of Directors (Board) authorize the Chief Executive Officer (CEO) to enter into loan agreements between SVCE and customers participating in the forthcoming On-Bill Financing Pilot. A draft agreement is attached for reference, and as staff learns from the program’s evolution its terms may be adjusted accordingly at the discretion of the CEO.

BACKGROUND
In the Building Decarbonization Joint Action Plan (November 2020), SVCE identified accessible financing as a key priority, recognizing that financial barriers, such as high upfront costs or access to credit, limit the ability of customers to access electrification and energy efficiency upgrades. The SVCE Board of Directors (Board) further allocated funding for accessible financing in March 2022, to pursue financing approaches that can support lower-income customers and renters. SVCE is preparing to launch an On-Bill Financing (OBF) Pilot in support of accessible financing for residential electrification upgrades (primarily water heating and space conditioning) and efficiency measures. OBF is a type of financing in which the loan cost recovery charges are recorded and repaid via the utility bill, and the repayment obligation is tied to the utility account holder.

At the August 2024 Board meeting, the SVCE Board approved contracts with Cohen Ventures, Inc. dba Energy Solutions (“Energy Solutions”) and Franklin Energy Services, LLC (“Franklin Energy”) for advisory, implementation, and evaluation support for the OBF pilot. The staff report and presentation at that meeting included specifics about how the OBF pilot would work and the importance to SVCE’s customers (Item 3:

August 14, 2024 SVCE Agenda Packet). The agreements were executed, and SVCE staff has been working with the consultants to prepare for a spring 2025 pilot launch.

ANALYSIS & DISCUSSION
The OBF pilot will install electrification and efficiency measures in the homes of selected moderate-income customers with a potential for high-energy savings. After making the upgrades, the customer will enter into a loan agreement with SVCE and loan amount will be repaid by the customer via their monthly utility bill.

For each OBF customer, the pilot will limit the amount that can be financed such that the monthly loan repayment is fully offset by bill savings across gas and electric usage due to the upgrade on an annual basis.

This is a key and novel element of SVCE’s pilot that will ensure customer costs do not increase due to the electrification upgrades, while maximizing the amount of upgrade costs that can be financed. Energy models and analysis of energy usage data will ensure that bill savings exceed the loan repayment on an annual basis.

The loan term is 10 years but may be extended if customer payments need to be paused.

Item 1c
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1c Agenda Date: 3/12/2025

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To be eligible for SVCE’s OBF pilot, among other criteria, customers must have a zero-dollar past-due balance on their three most recent PG&E billing statements. Customers are required to pay off the loan balance if they close their SVCE account.

The OBF pilot implementer, Franklin Energy, will collect customer data and populate loan terms in the loan agreement template. SVCE staff will review prior to issuing the loan agreement for signatures. The loan agreement is executed after both the customer and SVCE sign it.

The attached sample OBF loan agreement establishes the loan terms and customers’ obligations for the loan repayment. Staff referenced another CCA’s OBF program loan agreements as a starting point. SVCE staff and legal team completed reviews and maximized alignment with existing program participation agreements.

While SVCE has administered program funds to customers in the past through incentives and other mechanisms, this will mark the first time SVCE has loaned money to its residential customers with a long-term repayment obligation. As this is a new frontier for SVCE’s customer and community reinvestment, staff thought it prudent to share a sample loan agreement with the Board for awareness concurrently with authorizing the CEO to enter into those agreements with participating customers. As mentioned above, the loan agreement will likely need to evolve over time based on customer feedback or to improve program performance. To support efficient administration, staff recommends that the CEO be empowered to approve any modifications as needed and to execute these agreements.

STRATEGIC PLAN
The OBF pilot program supports SVCE’s Strategic Plan Goal 7, to “Support all SVCE communities to decarbonize through local investments that reduce barriers and demonstrate sensible, scalable, and equitable solutions.” The loan agreement is essential to the OBF pilot.

ALTERNATIVE
The Board could decide not to give authority to the CEO to execute or modify the loan agreements, which would result in additional Board authorizations for each participation agreement and any modifications to the sample agreement.

FISCAL IMPACT
There is no fiscal impact as a result of approving the CEO to enter into and modify the loan agreement as needed. Program funding for the OBF pilot is already reflected in the total Board-approved programs allocation and includes an estimated project capital budget of $2,730,000 for approximately 200-250 customer loans.

The majority of loans (currently estimated at 80%) will have loan amounts less than $15,000. Remaining loans are intended to support electrification upgrades paired with solar and battery storage technologies to maximize bill savings; these may have loan amounts in the $25,000-35,000 range.

ATTACHMENTS

1. Sample Loan Agreement between SVCE and Customers Participating in the On-Bill Financing Pilot Item 1c
SVCE Loan Agreement (Version 2.0), updated 2/20/25

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On-Bill Financing Loan Agreement
The Silicon Valley Clean Energy Loan Agreement (“Loan Agreement”) dated as of __________ (“Effective Date”) is made by and between the Silicon Valley Clean Energy Authority (“SVCE”), a California Joint Powers Authority located at 333 West El Camino Real #330, Sunnyvale, CA 94087, and _______ (“Property Owner”) residing at ___________, _________, CA ______ (“Residence”).

Account Number1(“Service Account”):____________________ Recitals
A. SVCE has developed the Loan Program (“Loan Program”), administered by Franklin Energy Services, LLC (“Franklin Energy”) and its installation subcontractors (“Subcontractor(s)”) on behalf of SVCE. The Loan Program provides qualified residential property owners of single-family homes with four or fewer dwelling units with turnkey installation of eligible equipment (“Measures”). Turnkey installation means start-to-finish installation of Measures.

B. Through the Loan Program, qualified customers may receive zero percent (0%) interest, no-fee, unsecured financing which is repaid on their electric utility bill.

C. Property Owner has completed a Loan Application (“Application”) and submitted associated documentation as required by SVCE, a copy of which is attached hereto and incorporated herein by this reference as Exhibit C and was approved by SVCE to participation in the Loan Program.

D. This Loan Agreement defines the terms & conditions of this voluntary Loan Program that the Property Owner may use to install and finance the Measures identified in Exhibit D (“Installation Scope of Work and Loan Terms”), which is attached hereto and incorporated herein by this reference.

It is mutually agreed as follows:

Terms and Conditions

1. DEFINITIONS:
a. Installation Scope of Work (“Scope of Work”): List of Measures and installation specifications to be installed at the Residence as determined by SVCE, Franklin Energy, and Subcontractors.
1 Represents the Pacific Gas & Electric (“PG&E”) Account Number at Customer’s Property where the Upgrades will take place. SVCE utilizes the same Account Number for electricity service and loan billing purposes.

SILICON VALLEY \3z CLEAN ENERGY
Item 1c
Attachment 1
SVCE Loan Agreement (Version 2.0), updated 2/20/25

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b. Project Cost: The total cost of the project as determined by SVCE, Franklin Energy, and Subcontractors.
c. Rebates/Credits: Funds from SVCE or other entities flowing to Franklin Energy or its Subcontractor(s), which reduce the amount of the Project Cost.

The applicable Rebate/Credit shall be deducted from the total Project Cost and, therefore, will reduce the amount paid by the Property Owner. d. Property Owner Cost: The amount of the Project Cost less Rebates and the loan flowing to Franklin Energy or its Subcontractors. The Property Owner Cost is the cost that the Property Owner must pay to the Program at the time of Measures installation.

2. ELIGIBILITY: Property Owner understands and attests that they: (1) must abide by the terms and conditions listed herein; (2) own the Residence subject to the installed Measures and have an active SVCE Service Account at said Residence; and (3) meet all Program eligibility requirements (Exhibit B) to receive installation and service. If at any time SVCE and/or Franklin Energy determines Property Owner did not meet eligibility requirements prior to installation of Measures, SVCE may remove Property Owner from the Program and may require the Property Owner to repay the full cost of installing Measures within thirty (30) days of such notice. a. _______ Property Owner acknowledges and agrees that they are the legal owner of the Residence where installed Measures are planned as per Exhibit D.

3. LOAN TERMS
a. Exhibit D of this Loan Agreement identifies the Installation Scope of Work and Loan Terms.
b. Loan Cap: Maximum loan available to the Property Owner through the Loan Program is capped at eighty percent (80%) of the potential annual utility bill savings due to the installed Measures(s) multiplied by the ten (10) year term, as calculated below.
i. Utility bill includes gas and electricity utility charges. ii. Annual utility bill savings are estimated based on building-specific modeled energy usage for the upgraded Measure(s) and current electricity and gas rates. The simulated savings takes into account available and provided information about the Property Owner’s existing home equipment and conditions. Property Owner may need to enroll in a different electric rate schedule to realize the utility bill savings.

Actual utility bill savings may be impacted by multiple factors, including but not limited to: changes in customer behavior, weather, and utility rates.
iii. The estimate is based on current energy usage, rates and other information available at the time the estimate is made and is not a guarantee of energy savings or future conditions.
c. Loan Amount: The loan amount (“Loan Amount”) issued to the Property Owner is calculated on the basis of the lesser of (a) Project Costs, minus all applicable Rebates, or (b) the maximum loan amount. Property Owner agrees to assign all applicable incentives to Franklin Energy to defray installation costs not covered by the loan.

Item 1c
Attachment 1
SVCE Loan Agreement (Version 2.0), updated 2/20/25

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d. Additional Property Owner Cost: If the Loan Amount is insufficient to cover all Project Costs, after deducting all applicable Rebates, then Property Owner has the option to contribute a voluntary Property Owner Cost payment to cover remaining Project Costs to receive Measures. Any voluntary Property Owner Cost payments shall be payable directly to the Subcontractor at the time of installation.
e. The loan repayment period (“Loan Term”) is 120 monthly payments over no less than 10 years.
f. Property Owner may qualify for up to one (1) loan under the Loan Program per Service Account

4. LOAN REPAYMENT
a. Promise To Pay: Property Owner promises to pay SVCE the Loan Amount in equal monthly installments (“Loan Installment Payment(s)”) as set forth in Exhibit D in accordance with the terms set forth in the Loan Agreement.

Property Owner understands that, pursuant to mutual execution of this Agreement, SVCE shall finance the Measures pursuant to the terms contained herein. The first Loan Installment Payment charge shall appear on the Property Owner’s PG&E billing statement within one to three (1 to 3) billing cycles following the verification of completion of the installation of the Measures on the Residence. Loan Installment Payments will continue for the term of the loan or until the loan balance is paid off. b. Changes To Payment Charge: Under no circumstances shall SVCE increase the Loan Installment Payment monthly charge at any time during the Loan Term; however, due to accounting or technical reasons, the monthly charge may not appear on one month and appear on the subsequent month’s bill. c. Delinquent Loan Installment Payments: Loan Installment Payments will be due on the Due Date listed in the month’s PG&E billing statement, pursuant to the terms of each Property Owner’s PG&E Service Account. Failure to pay, including for non- or partial payment of the Loan Installment Payments, will be treated as a default under the Property Owner’s Loan Agreement and may result in Property Owner’s removal from SVCE service, adverse credit reporting, and/or collection procedures, including, without limitation, legal action.
d. Partial Payments: Property Owner must pay the Total Amount Due on their PG&E billing statement, including all electricity and gas charges, in order to pay the Loan Installment Payment in full. Underpayment of the Total Amount Due will results in non or partial payment of the Loan Installment payment, per the stipulations in PG&E Electric Rule 232.
e. Prepayment: Property Owner may pre-pay the entire loan balance amount in one lump sum without penalty, but pre-payments for less than the remaining balance are not permitted. Property Owners who wish to pre-pay the full loan balance must do so directly to SVCE; pre-payment is not allowed through the PG&E billing statements. Property Owner should contact Franklin Energy via the Communications Section below to coordinate the loan balance pay off and removal of the Loan Installment Payments from the PG&E bill.

Loan prepayments shall be accepted via a check to Silicon Valley Clean 2 See: page 47 of PG&E’s Electric Rule 23: https://www.pge.com/tariffs/assets/pdf/tariffbook/ELEC_RULES_23.pdf Item 1c
Attachment 1
SVCE Loan Agreement (Version 2.0), updated 2/20/25

Page 4 of 16 ends

Energy, 333 West El Camino Real #330, Sunnyvale, CA 94087 or via direct bank transfer coordinated with SVCE.
f. Loan Installment Payment Issues: Property Owner acknowledges that it is possible for one month’s PG&E billing statement to skip a Loan Installment Payment and the following month to include two payments (that month’s and the previous month’s that was skipped). In rare circumstances, there may be PG&E billing issues that cause the Loan Installment Payments to pause for longer than one month. If that occurs, Franklin Energy and SVCE will work with Property Owner to extend the Loan Term as necessary. In no event shall the total Loan Amount and the Number of Loan Installment Payments exceed what is outlined in Exhibit D.
g. Extending Loan Term For Repayment Suspension: If for any reason the SVCE finds it necessary to suspend the monthly charges, then SVCE shall extend the total loan term by the same number of suspended billing periods. If that occurs, SVCE will work with Customer to extend the Loan Term as necessary. In no event shall the total Loan Amount and Number of Loan Installment Payments exceed what is outlined in Exhibit D.

5. DISCONTINUANCE OF SERVICE ACCOUNT; RENTAL OF PROPERTY a. If Property Owner terminates their SVCE Service Account at the Residence for any reason, Property Owner shall pay the entire outstanding Loan Amount balance within thirty (30) days of the date of termination. Payment of the loan balance shall be accepted via check or bank transfer per 4a. b. If Property Owner rents the Residence to a tenant, Property Owner shall remain liable for compliance with the terms of this Loan Agreement, including but not limited to keep the Service Account open and under the Property Owner’s name and the requirement to pay all Loan Installment Payments when due. It is the obligation of the Property Owner, not the tenant, to pay of the Loan Installment Payments until the Loan Amount is paid in full. Transfer of the PG&E bill for the Residence to the tenant may only occur after the Loan Amount balance is paid in full.
c. _________ Property Owner acknowledges and agrees the Loan Amount must be paid in full upon SVCE Service Account termination.

6. BREACH AND ACCELERATION
a. Any breach by Property Owner under the Loan Agreement will constitute a breach under all of the referenced agreements in the terms and agreement.

SVCE may determine the Loan Agreement to be breached and Property Owner to be in default if Property Owner: fails to pay the Loan Installment Payment amount when due, closes, discontinues, or otherwise causes the termination of the SVCE Service Account, or otherwise breaches the Loan Agreement, and the breach is not cured as specified therein.
b. Following a breach as set forth in this section, SVCE shall have the right to declare the entire unpaid balance of the Loan Amount immediately due and payable. Upon Property Owner’s breach of the Loan Agreement and failure to cure such breach after thirty (30) days’ written notice to Property Owner, SVCE may pursue any of the of the following remedies:
i. Drop Property Owner from SVCE electric service and return Property Owner to Pacific Gas & Electric (“PG&E”) bundled service Item 1c
Attachment 1
SVCE Loan Agreement (Version 2.0), updated 2/20/25

Page 5 of 16 ends

ii. Refer the Property Owner to SVCE’s collection agency, or iii. Any and all other remedies provided to SVCE under law or equity, including, but not limited to, filing a lien

7. AGREEMENT TERM, ASSIGNMENTS, AND TERMINATION:
a. This Agreement shall remain in full force and effect until Property Owner has paid the Loan Amount in full
b. This Agreement is personal to Property Owner. Property Owner may not assign or transfer rights or delegate obligations under this Loan Agreement without SVCE’s express written consent
c. Property Owner may request at any time that SVCE terminate this Loan Agreement provided that Property Owner shall first pay the outstanding balance of the Loan Amount due to SVCE. To receive notice of or verify the outstanding balance of the Loan Amount, Property Owner may contact SVCE as provided in the Communications section below.

8. DISPUTES: The Loan Agreement shall not limit Property Owner’s rights regarding the liability of manufacturers, vendors, or Subcontractor for the installed Measures.

9. INSURANCE: The Property Owner will insure the Residence and arrange for sufficient coverage to pay for replacement of Measures in the event of destruction of or damage to the Residence and Measures or pay any balance of the Loan Amount due to SVCE if the Residence is not restored. The Property Owner agrees to use any insurance claim payments to pay for replacement or repair of damaged Measures with comparable Measures approved by SVCE and to pay any costs not covered by insurance. If Property Owner fails to replace or repair the Measures as described above, Property Owner agrees to pay off any Loan Amount balance and any other Loan Program costs for the Measures owed to SVCE for installed Measures.

10. ADDITIONAL TERMS:
a. Conflict Of Law: This Agreement shall be interpreted and enforced in accordance with the laws of the State of California, with venue in Santa Clara County, without reference to its principles on conflicts of laws. b. The Loan Agreement is not subject to modification or amendment, except in writing executed by both Property Owner and SVCE, which writing shall expressly state that it is intended by the parties to amend the terms and conditions of the Loan Agreement.
c. If any term of the Loan Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged by such invalidation, voiding or unenforceability.
d. No member, official, employee or agent of SVCE shall be personally liable to Property Owner in the event of any default or breach by SVCE under the terms of the Loan Agreement.
e. There shall be no third-party beneficiaries of the Loan Agreement. f. Any reference to days shall mean calendar days for purposes of the Loan Agreement
Item 1c
Attachment 1
SVCE Loan Agreement (Version 2.0), updated 2/20/25

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11. ATTORNEY’S FEES Should any action be brought to enforce any provision hereof, the prevailing party in such action shall be entitled to reasonable attorneys’ fees, court costs and other litigation expenses, including expenses incurred for preparation and discovery. The right to recover such fees, costs and expenses shall accrue upon the commencement of the action regardless of whether the action is prosecuted to final judgment.

12.EXHIBITS Exhibit A- Program Participation Agreement; Exhibit B-Program Eligibility and Requirements; Exhibit C- Loan Application; Exhibit D- Installation Scope of Work and Loan Terms; Exhibit E- Truth in Lending Disclosure Statement; and Exhibit F-The Housing Financial Discrimination Act Of 1977 Fair Lending Notice are incorporated herein by this reference.

13. COMMUNICATIONS Except as otherwise required by law, any notice, request, direction, demand, consent, waiver, approval or other communication required or permitted to be given hereunder shall not be effective unless it is given in writing and shall be delivered (a) by certified mail, postage prepaid, return receipt requested, or (b) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and addressed to the parties at the addresses stated below, or at such other address as either party may hereafter notify the other in writing.

For all customer assistance: For questions addressed to the Property Owner:

Franklin Energy
Attn: Program Name
Address:

Phone number:

Email Contact:

Name:

Address:

Phone number:

Email contact:

SILICON VALLEY CLEAN ENERGY CUSTOMER (Property Owner)
BY: BY:

Signature Signature
Item 1c
Attachment 1
SVCE Loan Agreement (Version 2.0), updated 2/20/25

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Print Name Print Name
Title Birthdate
DATE: DATE:

EXHIBITS
A. Program Participation Agreement
B. Program Eligibility and Requirements
C. Loan Application
D. Installation Scope of Work and Loan Terms
E. Truth in Lending Disclosure Statement
F. The Housing Financial Discrimination Act Of 1977 Fair Lending Notice Item 1c
Attachment 1
SVCE Loan Agreement (Version 2.0), updated 2/20/25

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Exhibit A Loan Program Participant Agreement

1. SITE ACCESS: Within one (1) year of the Loan Agreement Effective Date, Property Owner authorizes the Subcontractor to enter the Residence for the purposes of installing any Measure(s) agreed to in this Loan Agreement, inspecting installed Measures, evaluating the performance of the Measures and any Loan Program-related activities. Property Owner authorizes SVCE, Franklin Energy, building officials, and/or SVCE-approved consultant(s) to enter the Residence for the purposes of evaluating the performance of Measures and conducting inspections as needed past the one year period following the Loan Agreement Effective Date but the time for inspection shall not exceed the Loan Term specified in Exhibit D. Inspections may include taking photos of the Measures and completed work. Property Owner agrees to cooperate with SVCE and its agents as requested by SVCE and in the timeframe requested by SVCE. Property Owner also agrees to remedy any issue identified by auditing and monitoring by SVCE or other SVCE-contracted entity at no additional cost to SVCE within the timeframe provided by the Program

2. COMPLIANCE WITH LAWS: Property Owner, Franklin Energy and Subcontractor(s) shall comply with all federal, state, and municipal laws, ordinances, rules, orders, and regulations, which apply to its actions at the Residence and installation of Measures.

3. WORK AUTHORIZATION AND PROJECT WORK PLAN: Franklin Energy will meet with the Property Owner to discuss individual property objectives, provide information on options, discuss process, recommend Measures for installation, and create a work project and schedule. Subcontractor will schedule and/or monitor the Measure(s) installation.

4. INSTALLATION SCOPE OF WORK: Property Owner agrees to the Installation Scope of Work attached herein as Exhibit D, which defines Measures eligible for installation by Franklin Energy, or Subcontractor(s). The Program shall not cover any equipment, installations, warranties, or services not defined in the Installation Scope of Work. Property Owner shall be solely responsible for all costs associated with any work outside of the Scope of Work. In the event of a change in the Scope of Work, Subcontractor(s) will confirm changes with Franklin Energy and installation can be completed upon review and approval. Property Owner will work directly with the Subcontractor through this process.

5. PROPERTY OWNER COST OBLIGATIONS: Property Owner Cost is the sole responsibility of Property Owner and must be paid by Property Owner directly to the Subcontractor. SVCE is not responsible for, and will not refund, any Property Owner Cost paid to Subcontractor.

6. NO DOUBLE-DIPPING: Property Owner understands that Property Owner cannot receive incentives for the same product, equipment, or service from more than one SVCE program.

7. THIRD-PARTY REBATES AND INCENTIVES: To assist Property Owner in getting the most rebates and incentives possible, eligible projects may be enrolled in third-Item 1c Attachment 1
SVCE Loan Agreement (Version 2.0), updated 2/20/25

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party incentive programs. These programs may include but are not limited to: TECH Clean CA, California Energy Smart Homes, and Equitable Building Decarbonization.

Property Owner agrees to support Franklin Energy and Subcontractor(s) in enrolling their Residence in these third-party programs where Property Owner’s actions are needed for the purpose of applying for rebates, incentives, equipment, supplies, or other benefits, providing required documentation to third party program representatives, and executing related third-party program agreements. Franklin Energy agrees to provide support and technical assistance to Property Owner throughout this process. Any third-party incentives will be paid directly to Franklin Energy to reduce the Property Owner Cost as described in Exhibit D. Any third-party incentives requiring payment directly to the Property Owner will not be accounted for in the Property Owner Costs in Exhibit D. Property Owner understands that SVCE, Franklin Energy and Subcontractor(s) cannot guarantee which incentives may apply or be granted and disclaim all liability thereto.

8. STANDARD AND EXTENDED WARRANTIES: All installations include a manufacturer’s standard ten (10) year parts warranty (“10-Year Warranty”), in addition to the standard one (1) year parts and labor warranty with the installing Subcontractor(s). All manufacturer equipment warranties shall be transferred to the Property Owner upon installation and a copy of the warranty shall be provided to the Property Owner. SVCE, Franklin Energy, and Subcontractor(s) shall not be responsible for any warranty remedies which are the responsibility of the manufacturers. Property Owner may contact Franklin Energy to seek assistance coordinating eligible equipment repairs provided in the 10-Year Warranty.

9. PROPERTY OWNER NOTIFICATION: Franklin Energy intends to send Property Owner an annual letter reminding them that the Residence has been improved for resource efficiency, outlining the Property Owner’s benefits to date by participating in the Loan Program.

10.TAX LIABILITY and CREDITS: Neither SVCE, Franklin Energy, nor Subcontractor are responsible for any taxes that may be imposed on the Property Owner as a result of the Measures installed under this Program. Property Owner is responsible for determining and applying for any tax credits for which they may be eligible.

11. OWNERSHIP OF INFORMATION: Franklin Energy may provide the Property Owner with information about its findings regarding this Residence, but SVCE shall have all ownership rights, including exclusive copyright ownership, in all data reports, research results, summaries, information, or other written, recorded, photographic, or visual materials (hereinafter “Information”) produced and collected during the term of this Agreement.

12. PROPERTY OWNER INFORMATION: Property Owner agrees that SVCE, Franklin Energy, and Subcontractor(s) may review the Residence’s historic and future energy usage to evaluate, measure, and verify actual energy savings. Property Owner agrees that SVCE may provide their information including Property Owner’s name, Service Account number, electric and gas data, and Measures’ installation details to a third-party(ies) for the purposes of program evaluation, measurement and Item 1c
Attachment 1
SVCE Loan Agreement (Version 2.0), updated 2/20/25

Page 10 of 16 ends

verification and/or claiming third party incentives. Any third-party(ies) receiving this information will keep this information confidential.

13. ADVERTISING: Property Owner agrees, for no compensation, to provide testimonials or interviews, provide visual materials (photos, videos, etc.), allow a photo of equipment to be taken, and contribute to other marketing and promotional activities related to the Program. SVCE agrees not to use the names or identifying characteristics of the Property Owner's Residence for published Project reports, advertising, sales promotion, or other publicity without the Property Owner's written approval.

14. PROGRAM DATES: All installations must be completed by March 1, 2026, unless otherwise notified by SVCE.

15. PROGRAM CHANGES: SVCE reserves the right to change, modify, or terminate this Program at any time without any liability except as expressly stated herein.

Subcontractor(s) will honor all written commitments made in the Installation Scope of Work provided to Property Owner prior to the date of any change, modification, or termination of this Program, provided that Measure installations are fully completed within the time specified in a Scope of Work.

16. DISCLAIMER: SVCE and Franklin Energy make no representations or warranties, express or implied, regarding the design, construction, installation, reliability, performance, operation, maintenance or any use of the Measures discussed, selected, rejected, purchased or otherwise considered by Property Owner and does not guarantee that implementation or use of the Measures purchased or installed pursuant to this Program will result in energy cost savings. Any estimate or projection provided by SVCE, Franklin Energy, or the Subcontractor(s) is not a guarantee or promise and shall not be relied upon by Property Owner for any purpose. SVCE hereby expressly disclaims all warranties, whether express, implied, oral or written, statutory or otherwise, regarding any subject matter of this Agreement. Any decisions regarding the selection, design, purchase, installation use, and operation of any Measures shall be at the sole discretion and are Property Owner’s sole responsibility. In no event shall SVCE, Franklin Energy, or the Subcontractor(s) be liable for failure of the Measures to achieve energy savings.

17. RELEASE OF CLAIMS AGAINST, AND HOLD HARMLESS: Property Owner discharges and releases SVCE, Franklin Energy, and Subcontractor(s) and their officers, employers, employees, and agents (“Indemnitees”) from and against any and all claims, demands, liabilities, obligations, damages or chose in action, legal or equitable, of whatever kind or nature, including negligence by Indemnitees, in which Property Owners successors in interest, heirs, estates or personal representatives, or family members, now may have or assert, or may have had in the past or may have in the future, against Indemnitees as the result of, based upon, arising out of, or connected with Indemnitees involvement with the Project. Property Owner is on notice of and hereby specifically and expressly waive the provisions of California Civil Code § 1542, which provides that a “general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have Item 1c
Attachment 1
SVCE Loan Agreement (Version 2.0), updated 2/20/25

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materially affected his or her settlement with the debtor or released party.” Property Owner also agrees to indemnify and hold harmless Indemnitees from any and all claims, actions, suits, procedures, costs, expenses, damages, and liabilities, including attorney’s fees and costs, brought as a result of Indemnitees’ involvement with the Project, and to reimburse Indemnitees for any such expenses incurred.

18. POST INSTALLATION PROPERTY OWNER RESPONSIBILITIES
a. Property Owner agrees to allow SVCE to claim carbon credits for installed Final Measures (Exhibit F) as applicable
b. Property Owner agrees to make a good faith effort to participate in follow-up surveys and provide requested information to SVCE to assist in evaluating the effectiveness of the Loan Program.

19. PROGRAM ONE-YEAR ENERGY SAVINGS REASSESSMENT Loan Program includes an energy savings reassessment (“Energy Savings Reassessment”), where Franklin Energy and SCE will determine if the energy savings verified one-year after Measures installation are less than the utility bill savings potential used to determine the Loan Amount (as per section 3 “Loan Terms” in the terms and conditions), after controlling for exogenous variations. Franklin Energy will access Residence gas and electricity usage for at least one (1) calendar year following the Measures installation.
a. If the Loan Program determines the verified energy savings from the installed Measures are less than the estimated potential savings, then SVCE may provide a credit or loan forgiveness for the discrepancy between the estimated potential savings and actual savings after one year.

20.MAINTENANCE: Property Owner is responsible for maintaining the installed Measures for the useful life of the Measure in good condition and repair. Property Owner is responsible for incidental maintenance of all Measures, including routine cleaning and care as needed per manufacturer’s recommendations to maintain proper function and validity of any warranty. Property Owner is responsible for costs incurred from failure to properly maintain Measures and costs associated with damage caused by Property Owner or Property Owner’s agents, tenants, or invitees.

21.DISPUTES: If Property Owner notifies Franklin Energy of problems with installation of the Measures, Property Owner will work with Franklin Energy to resolve identified and reported problems, subject to the limitations set forth in the Loan Agreement. a. In the event there are any disputes regarding the performance of a Subcontractor, SVCE, or Property Owner, Property Owner agrees to meet with the involved parties in good faith at no charge to any of the parties and at a mutually acceptable time, to amicably resolve the dispute, if possible. b. Except where otherwise limited by law, SVCE reserves the right, at its sole discretion, to make the final determination regarding any disputes between SVCE and Property Owner related to the Loan Agreement. In the event of a dispute that cannot be remedied by the parties, any court filings and/or proceedings shall be venued in Santa Clara County, California. SVCE shall in no case be responsible for the legal costs of Property Owner and/or Subcontractor
Item 1c
Attachment 1
SVCE Loan Agreement (Version 2.0), updated 2/20/25

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Exhibit B – Loan Program Eligibility and Requirements

1. Property Owner Eligibility
The following requirements must be met by Property Owner to qualify for the Program:
a. Property Owner must be a SVCE residential customer;
b. Property Owner must be the legal owner of the Residence. If Property Owner is an entity, entity must provide proof of signatory’s ability to bind the entity; c. Residence is a single-family home with 4 or less dwelling units and existing gas-fired equipment.
d. Have a zero-dollar ($0.00) past-due balance on its three most recent PG&E billing statements.
e. Have no other active loan with SVCE.
f. Have high utility bill savings potential as determined by the Loan Program.

SVCE determines eligibility at its sole discretion and may request verification of eligibility requirements as needed.

2. Participation Requirements
To participate in the Loan Program, eligible Property Owners must:
a. Complete a free home assessment with a Loan Program Subcontractor and receive an Installation Scope of Work itemizing the eligible Measures (Exhibit D).
b. Enroll in the HomeIntel program with Home Energy Analytics (“HEA”) and agree to share data with HEA to ensure the Franklin Energy can track the impact of Measures on Property Owner’s gas and electric utility bills. c. Submit a Loan Application, sign the Loan Agreement, and abide by the terms and conditions in the Loan Agreement.
d. Agree to work with Subcontractor to schedule an appointment for the Measures installation.
e. Work with a Program Subcontractor to install the Measures after Loan Agreement is executed submit required documentation for rebates f. Ensure installations comply with all federal, state, and municipal laws, ordinances, rules, codes, standards, and regulations.
g. Provide Franklin Energy with completed copy of city permit(s) for installed upgrades
Item 1c
Attachment 1
SVCE Loan Agreement (Version 2.0), updated 2/20/25

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Exhibit C – Loan Application

PROPERTY OWNER INFORMATION
Property Owner Name:

First Name and Last Name, or Entity Name (as stated on PG&E bill):

Property Owner Name
First Name and Last Name, or Entity Name (as stated on property record):

Property Owner Representative (if Property Owner is an entity):

First Name and Last Name:

Property Address:

Street, City, and Zip Code (as stated on PG&E bill and where project will take place):

Email: Phone:

Number of years and months at property:
____Years ____Months
Proof of identify verification provided:
____Yes ____No

PROPERTY OWNER AGREEMENT AND ACCEPTANCE
I attest that I am the PG&E account holder of record, the owner of the property, and all the above information is accurate
Property Owner Name (printed):

Property Owner or Representative
Signature:

Date:

Item 1c
Attachment 1
SVCE Loan Agreement (Version 2.0), updated 2/20/25

Page 14 of 16 ends

Exhibit D – Installation Scope of Work and Loan Terms*
A) List of eligible Measures to be installed
B) Project Cost $
C) Silicon Valley Clean Energy rebates $
D) Rebates paid to Subcontractor or
Franklin Energy (e.g. TECH, etc.), if any
$
E) Property Owner Cost - cost paid directly
to Subcontractor, if any
$
F) Loan Amount $
G) Loan Term (years) 10 years
H) Interest rate 0%
I) Loan Installment Payment (F divided by G
and 12)
$
Item 1c
Attachment 1
SVCE Loan Agreement (Version 2.0), updated 2/20/25

Page 15 of 16 ends

Exhibit E – Truth in Lending Disclosure Statement
Creditor
Silicon Valley Clean Energy
Applicant(s)
Mailing Address
333 West El Camino Real #330, Sunnyvale, CA 94087
Property Address
Loan Number Preparation Date

ANNUAL PERCENTAGE
RATE
FINANCE CHARGE Amount Financed Total of Payments
The cost of your credit as a
yearly rate.

E 0.00%
The dollar amount the credit will
cost you.

E $0.00
The amount of credit provided
to you on your behalf.

E $
The amount you will have paid
after you have made all
payments as scheduled.

E $

PAYMENT SCHEDULE

NUMBER OF

PAYMENTS
* AMOUNT OF

PAYMENTS

MONTHLY

PAYMENTS ARE

DUE BEGINNING

NUMBER OF

PAYMENTS
* AMOUNT OF

PAYMENTS

MONTHLY

PAYMENTS ARE

DUE BEGINNING
1st day of month
per interest accrual
on note
* All amounts and payments are estimated. After final upgrades disbursement, a statement will be provided showing final principal and payment amounts.
* Excludes taxes or insurance.

DEMAND FEATURE:  This loan does not have a Demand Feature.  This loan has a Demand Feature.

ITEMIZATION: You have a right at this time to an ITEMIZATION OF AMOUNT FINANCED.

I/We  do  do not want an itemization.

REQUIRED DEPOSIT: £ The annual percentage rate does not take into account your required deposit.

VARIABLE RATE FEATURE: £ NONE
SECURITY: You are giving a security interest in: NONE
LATE CHARGES: NONE
PREPAYMENT: If you prepay this loan in full or in part, you  may  will not have to pay a penalty.
 may  will not be entitled to a refund of part of the finance charge.

See your contract documents for any additional information regarding non-payment, default, required repayment in full before scheduled date, and payment refunds and penalties.

E means estimate.

I/We hereby acknowledge reading and receiving a complete copy of this disclosure. I/We understand there is no commitment for the creditor to make this loan and there is no obligation for me/us to accept this loan upon delivery of signing of this disclosure.

Borrower’s Signature Date Borrower’s Signature Date

Borrower’s Signature Date Borrower’s Signature Date
Item 1c
Attachment 1
SVCE Loan Agreement (Version 2.0), updated 2/20/25

Page 16 of 16 ends

Exhibit F – The Housing Financial Discrimination Act Of 1977 Fair Lending Notice
It is illegal to discriminate in the provision of or in the availability of financial assistance because of the
consideration of:

1. Trends, characteristics or conditions in the neighborhood or geographic area surrounding a housing accommodation, unless the financial institution can demonstrate in the particular case that such consideration is required to avoid an unsafe and unsound business practice; or

2. Race, color, religion, sex, marital status, domestic partnership, national origin or ancestry.

It is illegal to consider the racial, ethnic, religious or national origin composition of a neighborhood or geographic area surrounding a housing accommodation or whether or not such composition is undergoing change, or is expected to undergo change, in appraising a housing accommodation or in determining whether or not, or under what terms and conditions, to provide financial assistance.

These provisions govern financial assistance for the purpose of the purchase, construction, rehabilitation or refinancing of one- to four-unit family residences occupied by the owner and for the purpose of the home improvement of any one- to four-unit family residence.

If you have any questions about your rights, or if you wish to file a complaint, contact the management of this financial institution or the Department of Real Estate at one of the following locations:
1515 Clay Street, Suite 702, Oakland, CA 94612-1402
320 West 4th Street, Suite 350, Los Angeles, CA 90013-1105 OR the Secretary of Business, Transportation and Housing at the following location:
980 9th Street, Suite 2450, Sacramento, CA 95814

ACKNOWLEDGEMENT OF RECEIPT
I/We received a copy of this notice.
___________________________________ _________________
Signature of Applicant Date
___________________________________ _________________
Signature of Applicant Date
Item 1c
Attachment 1

Page 1 of 4 ends

Staff Report – Item 1d
Item 1d: Authorize the Chief Executive Officer to Execute Agreements with the Cities of Milpitas and Mountain View to Administer City Rebates for Home Electrification From: Monica Padilla, CEO
Prepared by: Justin Zagunis, Director of Decarbonization Programs and Policy Nupur Hiremath, Manager of Decarbonization Programs and Policy Oswaldo Martinez, Senior Programs Specialist
Date: 3/12/2025

RECOMMENDATION
Staff recommends the Silicon Valley Clean Energy (SVCE) Board of Directors (Board) authorize the Chief Executive Officer (CEO) to execute the attached agreements with the Cities of Milpitas and Mountain View (collectively the “Cities”) to administer building electrification rebate adders, as funded by the Cities, to SVCE customers residing in these member jurisdictions.

BACKGROUND
SVCE has been successfully administering building electrification rebates to customers in single-family residences since 2019 through its initial Heat Pump Water Heater (HPWH) programs and, currently, through its Home Rebates program. To date, SVCE has disbursed more than $6.3 million to upgrade 1,038 HPWHs, 1,175 heat pump heating ventilation and air conditioning systems (HP HVACs), 94 induction cooking ranges, 208 electrical panels, and 625 pre-wired electrical circuits across its service territory, with significant participation growth in 2024. The strong uptake of this program signifies a clear need for rebates as more customers learn about electrification and make the transition in their homes.

Recognizing that rebates are critical in aiding the transition to all-electric appliances, the Cities of Milpitas and Mountain View have worked to secure the following funding to provide rebates (hereafter “City Rebates”) for their residents:
• In 2024, the City of Milpitas secured grant funding from the U.S. Department of Energy’s State and Community Energy Program Award No. DE-SE0000736.0000 in the amount of $3 million to provide rebates to residents for building electrification. The City has allocated $2.655 million in funds from this grant to provide rebates for electric HPWHs, HP HVACs, electric induction ranges/cooktops, and electric service panels. Funds allocated are required to be expended by September 2026, per the City’s grant agreement.
• In 2024, the City of Mountain View allocated $249,999 to provide building electrification rebates to its residents as a part of its “Year of the Water Heater” marketing campaign launching in calendar year 2025. Funds allocated are intended to be expended by December 2025.

These City Rebates will enable residents in Milpitas and Mountain View to electrify more easily by further reducing the out-of-pocket costs of electrification upgrades.

ANALYSIS & DISCUSSION
SVCE and its member agencies aim to support customers in transitioning from fossil fuel to all-electric appliances. However, the up-front cost of all-electric appliances is still significantly higher than that of their Item 1d
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1d Agenda Date: 3/12/2025

Page 2 of 4 ends

fossil fuel counterparts. A large portion (42%) of customers making electrification upgrades through SVCE’s Home Rebates program are leveraging multiple programs to drive down the up-front capital cost, including SVCE’s rebates as well as other programs (e.g., TECH Clean California, Golden State Rebates, tax credits).

The Cities of Milpitas and Mountain View have each secured funding to augment rebates for their residents and help lower the out-of-pocket costs of transitioning to electric appliances. Customers in these member jurisdictions are likely to want to stack SVCE rebates, City Rebates, and other rebate programs that may apply. Stacking rebates from multiple sources can be a time-consuming and confusing process for customers and contractors, so minimizing this effort has great value for SVCE customers.

Given its long-running Home Rebates program, SVCE has significant experience in providing residential building electrification rebates to customers. The program’s structure includes:
• an SVCE program lead who oversees the management of the program’s budget, rebate deployment, and customer experience;
• a dedicated third-party program implementer who has deep experience with high-quality customer service and rebate processing;
• a simplified customer journey to reserve and claim rebates, which has been fine-tuned over years of learnings and customer feedback;
• a program webpage that provides consistent and clear instructions, eligibility criteria, equipment specifications, and additional resources; and
• a new Salesforce-based program data management tool launched in late 2024, which allows streamlined applications and claims, facilitating an improved customer and implementer experience.

This well-established program administration process has led to the successful deployment of program funds and a positive customer experience, as evidenced by the recent growth in participation as well as customer surveys showing an overall satisfaction rating of 92%.

Given the common goal of helping customers transition from fossil fuel to all-electric appliances, SVCE has interest in leveraging its current Home Rebates program’s structure to also provide the City Rebates to customers in these jurisdictions. Partnering with the Cities on rebate administration offers the following benefits:
• Creates a simple process for customers to apply for both SVCE and City rebates: Customers will only need to complete an SVCE rebate reservation application form and the SVCE program implementer will automatically apply the additional City Rebate to that customer’s application. A Milpitas or Mountain View resident will not need to do any additional work to reserve or claim their City Rebate.

SVCE will issue a check for the combined value of the SVCE rebate and City Rebate when the project is complete.
• Leverage economies of scale to help funds go further: Leveraging SVCE’s program administration structure avoids the burden of each jurisdiction setting up its own administrative process. This enables most or all of the funding from each City to be distributed as incentives, thereby improving efficiency and benefiting customers directly. Staff’s estimates that it will add approximately 15 minutes per customer of total administrative time to process City Rebates, which is not significant – and will save customers and the Cities many hours of work.
• Helps SVCE learn how to thread external funds through its existing program: SVCE has not yet secured funding from external sources to augment its Home Rebate programs. The proposed approach allows SVCE to experience what it is like to thread a different entity’s rebates through its existing program. This may be relevant for the future if SVCE has an opportunity to leverage significant grant funding from local, state, or other regional programs.
• Establishes a template for additional jurisdictions to partner with SVCE and layer rebates: Setting up the necessary mechanisms for tracking and deploying the City Rebates will create a standard process for allowing other interested member agencies to partner with SVCE in a similar manner. This will enable interested agencies to much quickly and simply add relevant rebates for their residents and aligns with SVCE’s role as a community benefits enabler.

Item 1d
Agenda Item: 1d Agenda Date: 3/12/2025

Page 3 of 4 ends

Impact to Customers
The City Rebates rebate amounts will be set by mutual agreement between SVCE and the Cities. The table below shows currently planned rebate amounts; these are subject to adjustment by the Cities and SVCE. City Rebates will be additive to SVCE’s rebates and total rebates paid to a customer will not exceed the project cost. Program eligibility and equipment specifications for administering rebates will be aligned with SVCE’s existing Home Rebates program. SVCE will also collaborate with each agency on marketing these rebates to their residents. Rebates will be available to Milpitas residents through September 2026 and for Mountain View residents through December 2025, respectively, or as long as funds are available.

Appliance Upgrade SVCE Rebate Milpitas City Rebate Mountain View City Rebate
Gas to HPWH $2,000 $850 $850
Gas furnace to HP HVAC $2,500 $2,000 None
Gas to Induction Cooktop/Range $500 $500 None
Electrical Panel Upgrade $1,000 $250 None
*Note: Rebate amounts are subject to change and may be modified by mutual agreement between SVCE and the Cities.

Impact to SVCE
SVCE anticipates that the City Rebates will add no more than an estimated $4,160 per month in added costs for both Cities or a 1.4% increase in administrative costs, which is not significant. Actual costs will largely depend on the rate of uptake of the rebates in each City and any additional questions from these customers beyond what they would normally have asked SVCE. Initially, all (100%) of total funds contributed by each agency will be spent on customer rebates, as SVCE plans to absorb the added administrative costs of providing City Rebates. Staff will monitor administrative costs closely. If SVCE’s administrative costs significantly increase due to administering the City Rebates, SVCE has reserved the right in the Agreements to charge the Cities a mutually agreed-upon administrative fee that will not exceed more than 3.7% of the total incentive funds available in each City’s program. This structure maximizes the value a city can see when layering onto SVCE’s existing rebates while also protecting SVCE if this coordination unexpectedly increases the administrative burden.

SVCE’s support of City Rebate administration will facilitate an accelerated transition away from fossil fuels in the Cities, even beyond what is occurring under SVCE’s existing Home Rebates, enabling progress towards their climate action goals as well as SVCE’s decarbonization goals.

STRATEGIC PLAN
The Innovation Onramp program supports SVCE’s Strategic Plan Goal 7 to “Support all SVCE communities to decarbonize through local investments that reduce barriers and demonstrate sensible, scalable, and equitable solutions.”

ALTERNATIVE
The proposed approach offers benefits to achieving SVCE’s and the Cities’ climate and programmatic goals.

Alternatively, the Board may direct staff to:

1. Not partner with the Cities to administer City Rebates

2. Charge an administrative fee to the Cities from the outset for administering City Rebates

FISCAL IMPACT
SVCE will pay the value of the City Rebates up-front to customers and be reimbursed by the Cities monthly for the total cost of the City Rebates provided to customers within their respective jurisdictions. The anticipated fiscal impact is, therefore, to SVCE’s administrative expenses for the Home Rebates program.

Item 1d
Agenda Item: 1d Agenda Date: 3/12/2025

Page 4 of 4 ends

The Home Rebates total program budget is $10.05 million as reflected in the total Board-approved programs allocation. To date, $6 million has been expended on incentives and an additional $665,000 has been expended on administrative costs for the third-party program implementer (10.5% of the expended program budget). The proposed effort will be absorbed within the remaining Board-approved allocation for this program.

ATTACHMENTS

1. Reimbursement Agreement between SVCE and City of Milpitas

2. Reimbursement Agreement between SVCE and City of Mountain View Item 1d
11086.0004/2576337v2

REIMBURSEMENT AGREEMENT

BETWEEN SILICON VALLEY CLEAN ENERGY
AND

CITY OF MILPITAS
THIS AGREEMENT is made and entered into as of ___________, 202_, (“Effective Date”) between Silicon Valley Clean Energy (“SVCE”) and City of Milpitas (“City”). SVCE and City are referred to below individually as a “Party” and collectively as the “Parties”. In consideration of the mutual promises and covenants contained herein, the Parties hereto mutually agree as follows:

1. Purpose of the Agreement. The City was awarded funding by Department of Energy’s State and Community Energy Program’s (SCEP) Award No. DE-SE0000736.0000 and it desires to use $2,655,000 of grant funds to provide rebates (“City Rebates”) to City residents who purchase electric heat pump water heaters (HPWH), electric heat pump heating ventilation and air conditioning (HVAC) systems, electric range/cooktops and/or electrical service panels. The Parties have determined that it will be mutually beneficial for SVCE and City to include the City Rebates with the rebates SVCE provides to its customers (“SVCE Rebates”) residing within the City’s jurisdiction through its Home Rebates Program (“SVCE Program”). The Parties desire to take advantage of the economies to the Parties and convenience to SVCE customers of providing both City Rebates and SVCE Rebates to SVCE customers in one transaction. The purpose of this Agreement is to set forth the terms by which SVCE will provide the City Rebate to its customers, and by which City will reimburse SVCE for the payment of the City Rebate to the customers.

2. Term and Termination. This Agreement shall commence on the Effective Date and terminate on January 31, 2027, unless earlier terminated (“Term”). Either Party may terminate the Agreement without cause upon 30 days’ written notice to the other Party. The Date of Termination shall be the 31st day after this written notice is issued. City shall remit payment to SVCE for any Reimbursable Expenses (defined below) incurred by SVCE for City Rebate claims submitted prior to the Date of Termination. SVCE shall complete and provide City Rebates for all rebate claims submitted after project completion by customers before the Date of Termination. On the Date of Termination, SVCE shall provide the City with all documentation for all rebate applications for City Rebates that have not yet submitted rebate claims after project completion. SVCE shall communicate and coordinate with the City regarding each organizations’ responsibilities for all rebate applications and claims to ensure rebates and claims are properly handled.

3. Administrative Fee. The Parties do not anticipate that there will be a measurable cost to SVCE to administer the City Reimbursements. SVCE agrees to charge no fee to the City for administering the City Rebates (“Administrative Fee”) for at least the first 120 days of the Term. At the conclusion of the 120 days, or any time thereafter, SVCE may by written notice to the City request a written Amendment to this Agreement allowing SVCE to charge an Administrative Fee to the City. SVCE shall submit documentation with this request supporting the proposed Administrative Fee. Such Amendment may require approval by the Milpitas City Council. Nothing contained herein obligates the City to approve any requested Amendment. Any Amendment shall be in writing and signed by both Parties. In no event will the total Administrative Fees charged exceed (NTE) $100,000 over the Term of this Agreement. SVCE accepts the risk that under the terms of this Agreement it may not be able to fully recover its actual cost in administering the City Rebates.

4. SVCE Responsibilities. SVCE shall provide City Rebates to its customers who receive SVCE Rebates through the SVCE Program and are also eligible for City Rebates. Wherever practical, SVCE shall indicate the City Rebate amount it is providing to its customers and attribute that rebate to the City’s program. The amount of the City Rebates a customer is eligible for shall be set forth in Exhibit A, attached hereto an incorporated by this reference (“City Rebate Schedule”). The City Rebate Schedule may be updated no more than once every 180 days by mutual agreement of City and SVCE, without amending this Agreement. SVCE shall use the most recent City Rebates Schedule provided by the City to issue City Rebates to customers. SVCE shall not provide any rebates that exceed the total individual project cost for Item 1d
Attachment 1
Draft Reimbursement Agreeement - City of Milpitas
11086.0004/2576337v2
a customer. If the sum of the SVCE Rebate and City Rebate exceeds the customer’s total project cost, the SVCE Rebates will be provided in full and the City Rebate will be discounted accordingly, such that the maximum rebate amount provided does not exceed the total individual project cost of the customer. SVCE shall provide an invoice to the City in a monthly basis, which documents the City Rebates paid in the previous month and any Administrative Fee. SVCE shall at all times, at its sole cost, comply with all applicable lawsin administering City Rebates. SVCE will work with the City to comply with any applicable contractor flow-down terms and conditions, set forth in Exhibit B, which are required under the City’s grant agreement with the U.S. Department of Energy.

5. Reimbursement by City. City agrees to reimburse SVCE for any Administrative Fees, if approved, and the City Rebates paid by SVCE, (“Reimbursable Expenses”) within thirty (30) days of receipt of invoice by City. SVCE will incur the Reimbursable Expenses in reliance on City’s representation that it will reimburse SVCE for such Reimbursable Expenses as set forth in this Agreement.

6. Indemnification. SVCE shall defend, indemnify and hold harmless the City (including its officers, employees and agents) against any claim, loss or liability arising out of SVCE’s negligence or misconduct in the performance of this Agreement. SVCE’s obligation to indemnify the City shall not apply to any claim, loss or liability arising out of City’s negligence or misconduct in City’s administration of City Rebates outside of this Agreement.

7. Miscellaneous.

A. Notices. Any notices which either Party may desire to give to the other Party under this Agreement must be in writing and may be given either by (i) personal service with return receipt or affidavit of delivery, (ii) delivery by a reputable document delivery service, such as, but not limited to, FedEx, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the Party as set forth below or at any other address as that Party may later designate by a written notice provided in accordance with this Section. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above.

SVCE: Silicon Valley Clean Energy
333 W. El Camino Real, Suite 330
Sunnyvale, CA 94087
Attn:

Nupur Hiremath, Manager of Decarbonization Programs
[email protected]
City: City of Milpitas
1265 N Milpitas Blvd.

Milpitas, CA 95035
Attn: Elaine Marshall, Deputy Public Works Director
408-586-2600
[email protected]
Either Party may change its address for notices by notifying the other Party.

B. Applicable Law/Venue. This Agreement shall be deemed to have been entered into and shall, in all respects, be interpreted, construed, enforced and governed by and under the laws of the State of California. The venue of any legal action relating to this Agreement shall be the Superior Court of California, County of Santa Clara.

C. Entire Agreement, Modifications. This Agreement and the documents referenced herein contain the complete expression of the whole agreement between the Parties with respect to the obligations set forth herein, and there are no promises, representations, agreements, warranties or inducements, either Item 1d
Attachment 1
Draft Reimbursement Agreeement - City of Milpitas
11086.0004/2576337v2
expressed verbally or implied, except as are fully set forth herein. No alteration, supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both Parties.

D. Independent Advice of Legal Counsel. Each Party acknowledges that it has retained independent legal counsel of its own choice to review this Agreement and that prior to the execution hereof each Party has had the opportunity to review the terms of this Agreement with its counsel and is entering into this Agreement after such review.

E. Authority to Execute Agreement. The person or persons executing this Agreement on behalf of a Party warrants and represents that he or she has the authority to execute this Agreement on behalf of the Party and has the authority to bind that Party to the performance of its obligations hereunder.

F. Validity of Agreement. All Parties agree that this Agreement is legal, valid and binding on each Party and enforceable in accordance with its terms.

G. Binding on Successors. Except as further provided in this paragraph, this Agreement shall be binding on and inure to the benefit of the Parties hereto and their respective heirs, legal representatives, successors, assigns, executors and administrators.

H. No Third-Party Rights. This Agreement shall not create or be construed to create any rights in, or inure to the benefit of, any third party.

I. Ambiguity. This Agreement is deemed to have been prepared by all of the Parties hereto, and any uncertainty or ambiguity herein shall not be interpreted against the drafter, but rather, if such ambiguity or uncertainty exists, shall be interpreted according to applicable rules of interpretation of contracts under the laws of the State of California.

J. Assignment. This Agreement shall not be assignable by either Party in whole or in part without the prior written consent of the other Party. The assigning Party shall provide to the other Party thirty (30) days’ advanced notice of any such proposed assignment.

K. Severability. If any provision or portion of this Agreement shall be adjudged invalid or unenforceable by a court or tribunal of competent jurisdiction or by operation of any applicable laws, such provision or portion of this Agreement shall be deemed omitted and the remaining provisions and portions shall remain in full force and effect.

L. Counterparts/Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

Moreover, electronic, scanned or facsimile copies of signatures shall be accepted as valid and binding.

M. Waiver. No term or provision hereof will be considered waived by either Party, and no breach is excused or consented to by either Party, unless such waiver or consent is in writing and signed on behalf of the Party against whom the waiver is asserted. No express or implied consent by either Party to, waiver of, or failure of a Party to enforce its rights with respect to a breach by the other Party shall constitute consent to or, waiver of any subsequent or other breach by the other Party.

IN WITNESS WHEREOF, the Parties have executed this Agreement below on the date first written above.

Item 1d
Attachment 1
Draft Reimbursement Agreeement - City of Milpitas
11086.0004/2576337v2

SILICON VALLEY CLEAN ENERGY
RECOMMENDED FOR APPROVAL:

By:

Justin Zagunis, Director of Customer Success
Date: _________________________________
By: __________________________________
Monica Padilla, Chief Executive Officer
Date: _________________________________
APPROVED AS TO FORM BY COUNSEL FOR SVCE:

By:

Michael Callahan, General Counsel
Date: _________________________________

CITY OF MILPITAS
Date: _________________________________
By:

Ned Thomas, City Manager
Date: _________________________________
APPROVED AS TO FORM BY COUNSEL FOR CITY OF MILPITAS:

By:

Christopher Creech, Acting City Attorney
Date: _________________________________
Item 1d
Attachment 1
Draft Reimbursement Agreeement - City of Milpitas
11086.0004/2576337v2

EXHIBIT A

CITY REBATE SCHEDULE
SVCE will provide City Rebates to SVCE customers who are residents of the City in the following amounts:

Customer Category Appliance Type Value of City
Rebate (per
appliance)
Market-rate and
Income-qualified1
customers
Heat Pump Water Heater
(HPWH)
Replacing gas water
heater
$850
Replacing electric
resistance water heater
$0
Heat Pump Heating
Ventilation, and Air
Conditioning (HP HVAC)
Replacing gas furnace $2,000
Induction Cooktop/Range Replacing gas
cooktop/range
$500
Electrical panel upgrade2 $250
This exhibit may be updated no more than once every 180 days by mutual agreement of City and SVCE, without amending this Agreement.
1 Latest income-qualifications from May 2024 (https://svcleanenergy.org/wp-content/uploads/FFH_Income_Qualifications_May2024.pdf). 2 As specified in SVCE’s Electrical Infrastructure Upgrade specifications: https://svcleanenergy.org/wp-content/uploads/6-Appliance-Specifications-Jun-2024-English.pdf Item 1d
Attachment 1
Draft Reimbursement Agreeement - City of Milpitas
11086.0004/2576337v2

EXHIBIT B

UNITED STATES DEPARTMENT OF ENERGY GRANT AGREEMENT

TERMS AND CONDITIONS
Terms and Conditions begin on next page.

Item 1d
Attachment 1
Draft Reimbursement Agreeement - City of Milpitas
Template Version 9/8/2023
Special Terms and Conditions
Award No. DE-SE0000736.0000 With City of Milpitas (CA)
Special Terms and Conditions
City of Milpitas, which is identified in Block 5 of the Assistance Agreement, and the State and Community Energy Program (“SCEP”), an office within the United States Department of Energy (“DOE”), enter into this Award, referenced above, to achieve the project objectives and the technical milestones and deliverables stated in the Attachments to this Award.

This Award consists of the following documents, including all terms and conditions therein:

Assistance Agreement
Special Terms and Conditions
Attachment 1 Statement of Project Objectives and
Milestone Summary Table
Attachment 2 Federal Assistance Reporting Checklist and Instructions
Attachment 3 Budget Information SF-424A
Attachment 4 Intellectual Property Provisions
Attachment 5 NEPA Determination
The following are incorporated into this Award by reference:
• DOE Assistance Regulations, 2 CFR Part 200 as amended by 2 CFR Part 910 at http://www.eCFR.gov.
• National Policy Requirements (November 12, 2020) at
http://www.nsf.gov/awards/managing/rtc.jsp.
• The Recipient’s application/proposal as approved by SCEP.

Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
EUEDCV Ener9y Efficiency &
ENERGY Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
2 Table of Contents
Subpart A. General Provisions ............................................................................................................................4 Term 1. Legal Authority and Effect.......................................................................................................................4 Term 2. Flow Down Requirement.........................................................................................................................4 Term 3. Compliance with Federal, State, and Municipal Law .............................................................................4 Term 4. Inconsistency with Federal Law ..............................................................................................................4 Term 5. Federal Stewardship................................................................................................................................4 Term 6. Federal Involvement................................................................................................................................4 Term 7. Foreign National Participation ................................................................................................................6 Term 8. Post-Award Due Diligence Reviews ........................................................................................................6 Term 9. NEPA Requirements ................................................................................................................................6 Term 10. Performance of Work in United States...................................................................................................7 Term 11. Notice Regarding the Purchase of American-Made Equipment and Products – Sense of Congress ....8 Term 12. Reporting Requirements.........................................................................................................................8 Term 13. Lobbying...................................................................................................................................................8 Term 14. Publications .............................................................................................................................................8 Term 15. No-Cost Extension ...................................................................................................................................9 Term 16. Property Standards..................................................................................................................................9 Term 17. Insurance Coverage ...............................................................................................................................10 Term 18. Real Property .........................................................................................................................................10 Term 19. Supplies..................................................................................................................................................10 Term 20. Property Trust Relationship ..................................................................................................................10 Term 21. Record Retention...................................................................................................................................10 Term 22. Audits.....................................................................................................................................................10 Term 23. Site Visits and Recipient Administrative Organizational Reviews .......................................................11 Subpart B. Financial Provisions.......................................................................................................................... 12 Term 24. Maximum Obligation.............................................................................................................................12 Term 25. Refund Obligation..................................................................................................................................12 Term 26. Allowable Costs .....................................................................................................................................12 Term 27. Use of Program Income.........................................................................................................................12 Term 28. Payment Procedures .............................................................................................................................12 Term 29. Budget Changes.....................................................................................................................................14 Subpart C. Miscellaneous Provisions ................................................................................................................ 15 Term 30. Environmental, Safety and Health Performance of Work at DOE Facilities ........................................15 Term 31. Insolvency, Bankruptcy or Receivership ...............................................................................................15 Term 32. Reporting Subawards and Executive Compensation............................................................................16 Term 33. System for Award Management and Universal Identifier Requirements ...........................................20 Term 34. Nondisclosure and Confidentiality Agreements Assurances ...............................................................21 Term 35. Subrecipient and Contractor Approvals................................................................................................22 Term 36. Subrecipient Change Notification .........................................................................................................23 Term 37. Conference Spending.............................................................................................................................24 Term 38. Recipient Integrity and Performance Matters......................................................................................24 Term 39. Export Control........................................................................................................................................26 Term 40. Current and Pending Support................................................................................................................26 Term 41. Interim Conflict of Interest Policy for Financial Assistance..................................................................29 Term 42. Organizational Conflict of Interest........................................................................................................30 Term 43. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment............30 Term 44. Participants and Other Collaborating Organizations............................................................................31 Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
3 Term 45. Human Subjects Research .....................................................................................................................32 Term 46. Fraud, Waste and Abuse .......................................................................................................................33 Term 47. Buy America Requirement for Infrastructure Projects.........................................................................33 Term 48. Prohibition related to Foreign Government-Sponsored Talent Recruitment Programs.....................38 Term 49. Affirmative Action and Pay Transparency Requirements....................................................................39 Term 50. Potentially Duplicative Funding Notice ................................................................................................39 Term 51. Transparency of Foreign Connections...................................................................................................39 Term 52. Foreign Collaboration Considerations ..................................................................................................41 Term 53. Impacted Indian Tribes..........................................................................................................................41 Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
4 Subpart A. General Provisions
Term 1. Legal Authority and Effect
A DOE financial assistance award is valid only if it is in writing and is signed, either in writing or electronically, by a DOE Contracting Officer.

The Recipient may accept or reject the Award. A request to draw down DOE funds or acknowledgement of award documents by the Recipient’s authorized representative through electronic systems used by DOE, specifically FedConnect, constitutes the Recipient's acceptance of the terms and conditions of this Award. Acknowledgement via FedConnect by the Recipient’s authorized representative constitutes the Recipient's electronic signature.

Term 2. Flow Down Requirement
The Recipient agrees to apply the terms and conditions of this Award, including the Intellectual Property Provisions, to all subrecipients (and contractors, as appropriate). See, 2 CFR 200.101(b)(2), 2 CFR 200.327, and 2 CFR 200.332.

Term 3. Compliance with Federal, State, and Municipal Law The Recipient is required to comply with applicable federal, state, and local laws and regulations for all work performed under this Award. The Recipient is required to obtain all necessary federal, state, and local permits, authorizations, and approvals for all work performed under this Award.

Term 4. Inconsistency with Federal Law
Any apparent inconsistency between federal statutes and regulations and the terms and conditions contained in this Award must be referred to the DOE Award Administrator for guidance.

Term 5. Federal Stewardship
SCEP will exercise normal federal stewardship in overseeing the project activities performed under this Award. Stewardship activities include, but are not limited to, conducting site visits; reviewing performance and financial reports; providing technical assistance and/or temporary intervention in unusual circumstances to address deficiencies that develop during the project; assuring compliance with terms and conditions; and reviewing technical performance after project completion to ensure that the project objectives have been accomplished.

Term 6. Federal Involvement
A. Review Meetings
The Recipient, including but not limited to, the principal investigator (or, if applicable, co-principal investigators), is required to participate in periodic review meetings with SCEP. Review meetings enable SCEP to assess the work performed under this Award and determine whether Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
5 the Recipient has timely achieved the technical milestones and deliverables stated in Attachment 1 to this Award.

SCEP shall determine the frequency of review meetings and select the day, time, and location of each review meeting and shall do so in a reasonable and good faith manner. SCEP will provide the Recipient with reasonable notice of the review meetings.

For each review meeting, the Recipient is required to provide a comprehensive overview of the project, including:
• The Recipient’s technical progress compared to the Milestone Summary Table stated in Attachment 1 to this Award.
• The Recipient’s actual expenditures compared to the approved budget in Attachment 3 to this Award.
• Other subject matter specified by the DOE Technology Manager/Project Officer.

B. Project Meetings
The Recipient is required to notify SCEP in advance of scheduled tests and internal project meetings that would entail discussion of topics that could result in major changes to the baseline project technical scope/approach, cost, or schedule. Upon request by SCEP, the Recipient is required to provide SCEP with reasonable access (by telephone, webinar, or otherwise) to the tests and project meetings. The Recipient is not expected to delay any work under this Award for the purpose of government insight.

C. Site Visits
SCEP's authorized representatives have the right to make site visits at reasonable times to review project accomplishments and management control systems and to provide technical assistance, if required. The Recipient must provide, and must require subrecipients to provide, reasonable access to facilities, office space, resources, and assistance for the safety and convenience of the government representatives in the performance of their duties. All site visits and evaluations must be performed in a manner that does not unduly interfere with or delay the work.

D. Technical Milestones and Deliverables
Attachment 1 to this Award establishes technical milestones and deliverables. If the Recipient fails to achieve two or more technical milestones and deliverables, SCEP may renegotiate the Statement of Project Objectives and/or Milestone Summary Table in Attachment 1 to this Award. In the alternative, SCEP may deem the Recipient’s failure to achieve these technical milestones and deliverables to be material noncompliance with the terms and conditions of this Award and take action to suspend or terminate the Award.

E. SCEP Access
The Recipient must provide any information, documents, site access, or other assistance requested by SCEP for the purpose of its federal stewardship or substantial involvement.

Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
6 Term 7. Foreign National Participation
A “foreign national” is defined as any person who is not a U.S. citizen by birth or naturalization.

If the Recipient (including any of its subrecipients and contractors) anticipates involving foreign nationals in the performance of the Award, the Recipient must, upon DOE’s request, provide DOE with specific information about each foreign national to ensure compliance with the requirements for participation and access approval. The volume and type of information required may depend on various factors associated with the Award. The DOE Contracting Officer will notify the Recipient if this information is required.

DOE may elect to deny a foreign national’s participation in the Award. Likewise, DOE may elect to deny a foreign national’s access to a DOE sites, information, technologies, equipment, programs, or personnel. DOE’s determination to deny participation or access is not appealable.

Term 8. Post-Award Due Diligence Reviews
During the period of performance of the Award, DOE may conduct ongoing due diligence reviews, through Government resources, to identify potential risks of undue foreign influence.

In the event a risk is identified, DOE may require risk mitigation measures, including but not limited to, requiring an individual or entity not participate in the Award.

Term 9. NEPA Requirements
DOE must comply with the National Environmental Policy Act (NEPA) prior to authorizing the use of federal funds. Based on all information provided by the Recipient, SCEP has made a NEPA determination by issuing a categorical exclusion (CX) for all activities listed in the Statement of Project Objectives (SOPO) approved by the Contracting Officer and the DOE NEPA Determination. The Recipient is thereby authorized to use federal funds for the defined project activities, except where such activity is subject to a restriction set forth elsewhere in this Award.

This authorization is specific to the project activities and locations as described in the SOPO approved by the Contracting Officer and the DOE NEPA Determination.

If the Recipient later intends to add to or modify the activities or locations as described in the approved SOPO and the DOE NEPA Determination, those new activities/locations or modified activities/locations are subject to additional NEPA review and are not authorized for federal funding until the Contracting Officer provides written authorization on those additions or modifications. Should the Recipient elect to undertake activities or change locations prior to written authorization from the Contracting Officer, the Recipient does so at risk of not receiving federal funding for those activities, and such costs may not be recognized as allowable cost share.

DOE must consider the effects on historic properties, pursuant to Section 106 of the National Historic Preservation Act (NHPA). Section 106 applies to historic properties that are listed in or eligible for listing in the National Register of Historic Places. DOE and recipients selected for an Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
7 award must consider the effects of project activities on historic properties, pursuant to Section 106 of the NHPA
Awardees in States or Territories with a DOE-executed Programmatic Agreement (PA) must adhere to all the Stipulations outlined in the PA, including reporting requirements. Executed PAs are available on this website: https://www.energy.gov/scep/historic-preservation-executed-programmatic-agreements. So long as the proposed project/undertaking is within a State or Territory that has executed a Programmatic Agreement, the terms of the Programmatic Agreement will apply to all SCEP Recipients and subrecipients within the applicable state, and their activities. Applicants that do NOT have a PA which includes Guam and tribal governments, must follow the added restrictions in a NEPA determination to ensure Section 106 compliance.

Term 10. Performance of Work in United States
A. Requirement
All work performed under this Award must be performed in the United States unless the Contracting Officer provides a waiver. This requirement does not apply to the purchase of supplies and equipment; however, the Recipient should make every effort to purchase supplies and equipment within the United States. The Recipient must flow down this requirement to its subrecipients.

B. Failure to Comply
If the Recipient fails to comply with the Performance of Work in the United States requirement, the Contracting Officer may deny reimbursement for the work conducted outside the United States and such costs may not be recognized as allowable Recipient cost share of if the work is performed by the Recipient, subrecipients, contractors or other project partners.

C. Waiver for Work Outside the U.S.

All work performed under this Award must be performed in the United States. However, the Contracting Officer may approve the Recipient to perform a portion of the work outside the United States under limited circumstances. The Recipient must obtain a waiver from the Contracting Officer prior to conducting any work outside the U.S. To request a waiver, the Recipient must submit a written waiver request to the Contracting Officer, which includes the information as required in the FOA that the Award was selected under.

For the rationale, the Recipient must demonstrate to the satisfaction of the Contracting Officer that the performance of work outside the United States would further the purposes of the FOA that the Award was selected under and is in the economic interests of the United States. The Contracting Officer may require additional information before considering such request.

Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
8 Term 11. Notice Regarding the Purchase of American-Made Equipment and Products – Sense of Congress
It is the sense of the Congress that, to the greatest extent practicable, all equipment and products purchased with funds made available under this Award should be American-made.

Term 12. Reporting Requirements
A. Requirements
The reporting requirements for this Award are identified on the Federal Assistance Reporting Checklist, attached to this Award. Failure to comply with these reporting requirements is considered a material noncompliance with the terms of the Award.

Noncompliance may result in withholding of future payments, suspension, or termination of the current award, and withholding of future awards. A willful failure to perform, a history of failure to perform, or unsatisfactory performance of this and/or other financial assistance awards, may also result in a debarment action to preclude future awards by federal agencies.

B. Dissemination of Scientific and Technical Information Scientific and Technical Information (STI) generated under this Award will be submitted to DOE via the Office of Scientific and Technical Information’s Energy Link (E-Link) system. STI submitted under this Award will be disseminated via DOE’s OSTI.gov website subject to approved access limitations. Citations for journal articles produced under the Award will appear on the DOE PAGES website.

C. Restrictions
Scientific and Technical Information submitted to E-Link must not contain any Protected Personal Identifiable Information (PII), limited rights data (proprietary data), classified information, information subject to export control classification, or other information not subject to release.

Term 13. Lobbying
By accepting funds under this Award, the Recipient agrees that none of the funds obligated on the Award shall be expended, directly or indirectly, to influence congressional action on any legislation or appropriation matters pending before Congress, other than to communicate to Members of Congress as described in 18 U.S.C. § 1913. This restriction is in addition to those prescribed elsewhere in statute and regulation.

Term 14. Publications
The Recipient is required to include the following acknowledgement in publications arising out of, or relating to, work performed under this Award, whether copyrighted or not:
• Acknowledgment: “This material is based upon work supported by the U.S. Department of Energy’s State and Community Energy Program (SCEP) Award Number DE-Item 1d Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
9 SE0000736.”
• Full Legal Disclaimer: “This report was prepared as an account of work sponsored by an agency of the United States Government. Neither the United States Government nor any agency thereof, nor any of their employees, makes any warranty, express or implied, or assumes any legal liability or responsibility for the accuracy, completeness, or usefulness of any information, apparatus, product, or process disclosed, or represents that its use would not infringe privately owned rights. Reference herein to any specific commercial product, process, or service by trade name, trademark, manufacturer, or otherwise does not necessarily constitute or imply its endorsement, recommendation, or favoring by the United States Government or any agency thereof.

The views and opinions of authors expressed herein do not necessarily state or reflect those of the United States Government or any agency thereof.” Abridged Legal Disclaimer: “The views expressed herein do not necessarily represent the views of the U.S. Department of Energy or the United States Government.” Recipients should make every effort to include the full Legal Disclaimer. However, in the event that recipients are constrained by formatting and/or page limitations set by the publisher, the abridged Legal Disclaimer is an acceptable alternative.

The Award may be subject to a Data Management Plan as part of the Intellectual Property clause set that explains how data generated in the course of the work performed under this Award will be shared or preserved or, when justified, explains why data sharing or preservation is not possible or scientifically appropriate.

Term 15. No-Cost Extension
As provided in 2 CFR 200.308, the Recipient must provide the Contracting Officer with notice in advance if it intends to utilize a one-time, no-cost extension of this Award. The notification must include the supporting reasons and the revised period of performance. The Recipient must submit this notification in writing to the Contracting Officer and DOE Technology Manager/Project Officer at least 30 days before the end of the current budget period.

Any no-cost extension will not alter the project scope, milestones, deliverables, or budget of this Award.

Term 16. Property Standards
The complete text of the Property Standards can be found at 2 CFR 200.310 through 200.316.

Also see 2 CFR 910.360 for additional requirements for real property and equipment for for-profit recipients.

Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
10 Term 17. Insurance Coverage
See 2 CFR 200.310 for insurance requirements for real property and equipment acquired or improved with federal funds. Also see 2 CFR 910.360(d) for additional requirements for real property and equipment for for-profit recipients.

Term 18. Real Property
Subject to the conditions set forth in 2 CFR 200.311, title to real property acquired or improved under a federal award will conditionally vest upon acquisition in the non-federal entity. The non-federal entity cannot encumber this property and must follow the requirements of 2 CFR 200.311 before disposing of the property.

Except as otherwise provided by federal statutes or by the federal awarding agency, real property will be used for the originally authorized purpose as long as needed for that purpose.

When real property is no longer needed for the originally authorized purpose, the non-federal entity must obtain disposition instructions from DOE or pass-through entity.

See 2 CFR 200.311 for additional requirements pertaining to real property acquired or improved under a federal award. Also see 2 CFR 910.360 for additional requirements for real property for for-profit recipients.

Term 19. Supplies
See 2 CFR 200.314 for requirements pertaining to supplies acquired under a federal award. See also 2 CFR 200.453 Materials and supplies costs, including costs of computing devices.

Term 20. Property Trust Relationship
Real property, equipment, and intangible property, that are acquired or improved with a federal award must be held in trust by the non-federal entity as trustee for the beneficiaries of the project or program under which the property was acquired or improved. See 2 CFR 200.316 for additional requirements pertaining to real property, equipment, and intangible property acquired or improved under a federal award.

Term 21. Record Retention
Consistent with 2 CFR 200.334 through 200.338, the Recipient is required to retain records relating to this Award.

Term 22. Audits
A. Government-Initiated Audits
The Recipient must provide any information, documents, site access, or other assistance requested by SCEP, DOE or federal auditing agencies (e.g., DOE Inspector General, Government Accountability Office) for the purpose of audits and investigations. Such assistance may include, but is not limited to, reasonable access to the Recipient’s records relating to this Award.

Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
11 Consistent with 2 CFR part 200 as amended by 2 CFR part 910, DOE may audit or review the Recipient’s financial records or administrative records relating to this Award at any time.

Audits or reviews may be performed to determine if the Recipient has an adequate financial management system to estimate, bill, and record federal government expenditures in accordance with the criteria in 2 CFR 200.302, Generally Accepted Accounting Principles (GAAP), Generally Accepted Government Accounting Standards (GAGAS), and Standard Form 1408. Government-initiated audits are generally paid for by DOE.

DOE may conduct a final audit at the end of the project period (or the termination of the Award, if applicable). Upon completion of the audit, the Recipient is required to refund to DOE any payments for costs that were determined to be unallowable. If the audit has not been performed or completed prior to the closeout of the award, DOE retains the right to recover an appropriate amount after fully considering the recommendations on disallowed costs resulting from the final audit.

DOE will provide reasonable advance notice of audits and will minimize interference with ongoing work, to the maximum extent practicable.

B. Annual Independent Audits (Single Audit or Compliance Audit) The Recipient must comply with the annual independent audit requirements in 2 CFR 200.500 through .521 for institutions of higher education, nonprofit organizations, and state and local governments (Single audit), and 2 CFR 910.500 through .521 for for-profit entities (Compliance audit).

The annual independent audits are separate from Government-initiated audits discussed in part A. of this Term and must be paid for by the Recipient. To minimize expense, the Recipient may have a Compliance audit in conjunction with its annual audit of financial statements. The financial statement audit is not a substitute for the Compliance audit. If the audit (Single audit or Compliance audit, depending on Recipient entity type) has not been performed or completed prior to the closeout of the award, DOE may impose one or more of the actions outlined in 2 CFR 200.339, Remedies for Noncompliance.

Term 23. Site Visits and Recipient Administrative Organizational Reviews SCEP’s authorized representatives have the right to make site visits and conduct Recipient Administrative Organizational Reviews to review the project and management control systems and to provide technical assistance, as appropriate. The Recipient must provide, and must require its subrecipients and contractors to provide, reasonable access to facilities, office space, resources, and assistance for the safety and convenience of the government representatives in the performance of their duties. SCEP will make reasonable efforts to ensure these site visits do not interfere with or unduly delay project work.

Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
12 Subpart B. Financial Provisions
Term 24. Maximum Obligation
The maximum obligation of DOE for this Award is the total “Funds Obligated” stated in Block 13 of the Assistance Agreement to this Award.

Term 25. Refund Obligation
The Recipient must refund any excess payments received from SCEP, including any costs determined unallowable by the Contracting Officer. At the end of the project period (or the termination of the Award, if applicable), the Recipient must refund to SCEP the difference between (1) the total payments received from SCEP, and (2) the federal share of the costs incurred. Refund obligations under this Term do not supersede the annual reconciliation or true up process if specified under the Indirect Cost Term.

Term 26. Allowable Costs
SCEP determines the allowability of costs in accordance with 2 CFR Part 200 as amended by 2 CFR Part 910. All project costs must be allowable, allocable, and reasonable. The Recipient must document and maintain records of all project costs, including, but not limited to, the costs paid by federal funds, costs claimed by its subrecipients and project costs that the Recipient claims as cost sharing, including in-kind contributions. The Recipient is responsible for maintaining records adequate to demonstrate that costs claimed have been incurred, are reasonable, allowable, and allocable, and comply with the appropriate cost principles. Upon request, the Recipient is required to provide such records to SCEP. Such records are subject to audit. Failure to provide SCEP adequate supporting documentation may result in a determination by the Contracting Officer that those costs are unallowable.

The Recipient is required to obtain the prior written approval of the Contracting Officer for any foreign travel costs.

Term 27. Use of Program Income
If the Recipient earns program income during the project period as a result of this Award, the Recipient must add the program income to the funds committed to the Award and used to further eligible project objectives.

Term 28. Payment Procedures
A. Method of Payment
Payment will be made by reimbursement through ACH.

B. Requesting Reimbursement
Requests for reimbursements must be made electronically through Department of Energy’s Oak Ridge Financial Service Center (ORFSC) VIPERS. To access and use Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
13 VIPERS, the Recipient must enroll at https://vipers.doe.gov. Detailed instructions on how to enroll are provided on the web site.

C. Timing of Submittals
Submittal of the SF-270 or SF-271 should coincide with the Recipient’s normal billing pattern, but not more frequently than every two weeks. Requests for reimbursement must be limited to the amount of disbursements made during the billing period for the federal share of direct project costs and the proportionate share of any allowable indirect costs incurred during that billing period.

D. Adjusting Payment Requests for Available Cash
The Recipient must disburse any funds that are available from repayments to and interest earned on a revolving fund, program income, rebates, refunds, contract settlements, audit recoveries, credits, discounts, and interest earned on any of those funds before requesting additional cash payments from SCEP.

E. Payments
The SCEP approving official will approve the invoice as soon as practical, but not later than 30 days after the Recipient’s request is received, unless the billing is improper. Upon receipt of an invoice payment authorization from the SCEP approving official, the ORFSC will disburse payment to the Recipient. The Recipient may check the status of payments at the VIPERS web site. All payments are made by electronic funds transfer to the bank account specified on the Bank Information Form that the Recipient filed with the U.S. Department of Treasury.

F. Supporting Documents for Agency Approval of Payments For non-construction awards, the Recipient must submit a Standard Form SF-270, “Request for Advance or Reimbursement,” at https://vipers.doe.gov and attach a file containing appropriate supporting documentation.

The following additional items are required:
• Summary cost data, for the billing period and cumulative cost data, showing all categories listed in the SF-424A and identifying federal, non-federal, and total amounts.
• If there are unauthorized phases and/or tasks for the current budget period in the NEPA Requirements term in these Special Terms and Conditions, a statement affirming that no invoiced costs are related to tasks or activities prohibited by the NEPA Requirements term.
• Applicable to for-profit recipients and subrecipients UCC filing proof for all equipment acquired with project funds (i.e., federal share or Recipient share) and equipment offered as cost share.

The SCEP payment authorizing official may request additional information from the Recipient to support the payment requests prior to release of funds, as deemed Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
14 necessary. The Recipient is required to comply with these requests. Supporting documents include invoices, copies of contracts, contractor quotes, and other expenditure explanations that justify the reimbursement requests.

G. Unauthorized Drawdown of Federal Funds
For each budget period, the Recipient may not spend more than the federal share authorized to that particular budget period, without specific written approval from the Contracting Officer. The Recipient must immediately refund SCEP any amounts spent or drawn down in excess of the authorized amount for a budget period. The Recipient and subrecipients shall promptly, but at least quarterly, remit to DOE interest earned on advances drawn in excess of disbursement needs and shall comply with the procedure for remitting interest earned to the federal government per 2 CFR 200.305, as applicable.

Term 29. Budget Changes
A. Budget Changes Generally
The Contracting Officer has reviewed and approved the SF-424A in Attachment 3 to this Award.

Any increase in the total project cost, whether DOE share or Cost Share, which is stated as “Total” in Block 12 to the Assistance Agreement of this Award, must be approved in advance and in writing by the Contracting Officer.

Any change that alters the project scope, milestones or deliverables requires prior written approval of the Contracting Officer. SCEP may deny reimbursement for any failure to comply with the requirements in this term.

B. Transfers of Funds Among Direct Cost Categories
The Recipient is required to obtain the prior written approval of the Contracting Officer for any transfer of funds among direct cost categories where the cumulative amount of such transfers exceeds or is expected to exceed 10 percent of the total project cost, which is stated as “Total” in Block 12 to the Assistance Agreement of this Award.

The Recipient is required to notify the DOE Technology Manager/Project Officer of any transfer of funds among direct cost categories where the cumulative amount of such transfers is equal to or below 10 percent of the total project cost, which is stated as “Total” in Block 12 to the Assistance Agreement of this Award.

C. Transfer of Funds Between Direct and Indirect Cost Categories The Recipient is required to obtain the prior written approval of the Contracting Officer for any transfer of funds between direct and indirect cost categories. If the Recipient’s actual allowable indirect costs are less than those budgeted in Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
15 Attachment 3 to this Award, the Recipient may use the difference to pay additional allowable direct costs during the project period so long as the total difference is less than 10% of total project costs and the difference is reflected in actual requests for reimbursement to DOE.

Subpart C. Miscellaneous Provisions
Term 30. Environmental, Safety and Health Performance of Work at DOE Facilities
With respect to the performance of any portion of the work under this Award which is performed at a DOE-owned or controlled site, the Recipient agrees to comply with all State and Federal Environmental, Safety and Health (ES&H) regulations and with all other ES&H requirements of the operator of such site.

Prior to the performance on any work at a DOE-owned or controlled site, the Recipient shall contact the site facility manager for information on DOE and site-specific ES&H requirements.

The Recipient is required apply this provision to its subrecipients and contractors.

Term 31. Insolvency, Bankruptcy or Receivership
The Recipient shall immediately, but no later than five days, notify SCEP of the occurrence of any of the following events: (1) the Recipient or the Recipient’s parent’s filing of a voluntary case seeking liquidation or reorganization under the Bankruptcy Act; (2) the Recipient’s consent to the institution of an involuntary case under the Bankruptcy Act against the Recipient or the Recipient’s parent; (3) the filing of any similar proceeding for or against the Recipient or the Recipient’s parent, or the Recipient’s consent to the dissolution, winding-up or readjustment of its debts, appointment of a receiver, conservator, trustee, or other officer with similar powers over the Recipient, under any other applicable state or federal law; or (4) the Recipient’s insolvency due to its inability to pay debts generally as they become due.

Such notification shall be in writing and shall: (1) specifically set out the details of the occurrence of an event referenced in paragraph A; (2) provide the facts surrounding that event; and (3) provide the impact such event will have on the project being funded by this Award.

Upon the occurrence of any of the four events described in paragraph A. of this term, SCEP reserves the right to conduct a review of the Recipient’s Award to determine the Recipient’s compliance with the required elements of the Award (including such items as cost share, progress towards technical project objectives, and submission of required reports). If the SCEP review determines that there are significant deficiencies or concerns with the Recipient’s performance under the Award, SCEP reserves the right to impose additional requirements, as needed, including (1) change of payment method; or (2) institute payment controls.

Failure of the Recipient to comply with this term may be considered a material noncompliance of this Award by the Contracting Officer.

Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
16 Term 32. Reporting Subawards and Executive Compensation A. Reporting of first-tier subawards
i. Applicability. Unless the Recipient is exempt as provided in paragraph D. of this award term, the Recipient must report each action that equals or exceeds $30,000 in federal funds for a subaward to an entity (see definitions in paragraph E. of this award term).
ii. Where and when to report.

1. The Recipient must report each obligating action described in paragraph A.i. of this award term to https://www.fsrs.gov.

2. For subaward information, report no later than the end of the month following the month in which the obligation was made. (For example, if the obligation was made on November 7 the obligation must be reported no later than December 31.)
iii. What to report. The Recipient must report the information about each obligating action that the submission instructions posted at https://www.fsrs.gov specify.

B. Reporting Total Compensation of Recipient Executives i. Applicability and what to report. The Recipient must report total compensation for each of its five most highly compensated executives for the preceding completed fiscal year, if:

1. The total federal funding authorized to date under this Award equals or exceeds $30,000 as defined in 2 CFR 170.320;

2. In the preceding fiscal year, the Recipient received; a. 80 percent or more of the Recipient’s annual gross revenues from federal procurement contracts (and subcontracts) and federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and
b. $25,000,000 or more in annual gross revenues from federal procurement contracts (and subcontracts) and federal
financial assistance subject to the Transparency Act, as Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
17 defined at 2 CFR 170.320 (and subawards).

3. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm). ii. Where and when to report. The Recipient must report executive total compensation described in paragraph B.i. of this award term:

1. As part of the Recipient’s registration profile at https://www.sam.gov.

2. By the end of the month following the month in which this award is made, and annually thereafter.

C. Reporting of Total Compensation of Subrecipient Executives i. Applicability and what to report. Unless the Recipient is exempt as provided in paragraph D. of this award term, for each first-tier subrecipient under this award, the Recipient shall report the names and total compensation of each of the subrecipient's five most highly compensated executives for the subrecipient's preceding completed fiscal year, if:

1. In the subrecipient's preceding fiscal year, the subrecipient received:
a. 80 percent or more of its annual gross revenues from federal procurement contracts (and subcontracts) and federal
financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and
b. $25,000,000 or more in annual gross revenues from federal procurement contracts (and subcontracts), and federal
financial assistance subject to the Transparency Act (and subawards).

2. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
18 compensation filings at http://www.sec.gov/answers/execomp.htm). ii. Where and when to report. The Recipient must report subrecipient executive total compensation described in paragraph C.i. of this award term:

1. To the recipient.

2. By the end of the month following the month during which the Recipient makes the subaward. For example, if a subaward is obligated on any date during the month of October of a given year (i.e., between October 1 and 31), the Recipient must report any required compensation information of the subrecipient by November 30 of that year.

D. Exemptions
If, in the previous tax year, the Recipient had gross income, from all sources, under $300,000, it is exempt from the requirements to report:
i. Subawards; and
ii. The total compensation of the five most highly compensated executives of any subrecipient.

E. Definitions
For purposes of this Award term:
i. Entity means all of the following, as defined in 2 CFR Part 25:

1. A Governmental organization, which is a State, local government, or Indian tribe.

2. A foreign public entity.

3. A domestic or foreign nonprofit organization.

4. A domestic or foreign for-profit organization.

5. A federal agency, but only as a subrecipient under an award or subaward to a non-federal entity.
ii. Executive means officers, managing partners, or any other employees in management positions.
iii. Subaward:

1. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which the Recipient received this award and that the recipient awards Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
19 to an eligible subrecipient.

2. The term does not include the Recipient’s procurement of property and services needed to carry out the project or program (for further explanation, see 2 CFR 200.501 Audit requirements, (f) Subrecipients and Contractors and/or 2 CFR 910.501 Audit requirements, (f) Subrecipients and Contractors).

3. A subaward may be provided through any legal agreement, including an agreement that the Recipient or a subrecipient considers a contract.
iv. Subrecipient means an entity that:

1. Receives a subaward from the Recipient under this award; and

2. Is accountable to the Recipient for the use of the federal funds provided by the subaward.
v. Total compensation means the cash and noncash dollar value earned by the executive during the recipient's or subrecipient's preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)):

1. Salary and bonus.

2. Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments.

3. Earnings for services under non-equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives and are available generally to all salaried employees.

4. Change in pension value. This is the change in present value of defined benefit and actuarial pension plans.

5. Above-market earnings on deferred compensation which is not tax-qualified.

6. Other compensation, if the aggregate value of all such other compensation (e.g., severance, termination payments, value of life Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
20 insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000.

Term 33. System for Award Management and Universal Identifier Requirements
A. Requirement for Registration in the System for Award Management (SAM) Unless the Recipient is exempted from this requirement under 2 CFR 25.110, the Recipient must maintain the currency of its information in SAM until the Recipient submits the final financial report required under this Award or receive the final payment, whichever is later. This requires that the Recipient reviews and updates the information at least annually after the initial registration, and more frequently if required by changes in its information or another award term.

B. Unique Entity Identifier (UEI)
SAM automatically assigns a UEI to all active SAM.gov registered entities. Entities no longer have to go to a third-party website to obtain their identifier. This information is displayed on SAM.gov.

If the Recipient is authorized to make subawards under this Award, the Recipient:
i. Must notify potential subrecipients that no entity (see definition in paragraph C of this award term) may receive a subaward from the Recipient unless the entity has provided its UEI number to the Recipient.
ii. May not make a subaward to an entity unless the entity has provided its UEI number to the Recipient.

C. Definitions
For purposes of this award term:
i. System for Award Management (SAM) means the federal repository into which an entity must provide information required for the conduct of business as a recipient. Additional information about registration procedures may be found at the SAM Internet site (currently at https://www.sam.gov). ii. Unique Entity Identifier (UEI) is the 12-character, alpha-numeric identifier that will be assigned by SAM.gov upon registration.
iii. Entity, as it is used in this award term, means all of the following, as defined at 2 CFR Part 25, subpart C:

1. A Governmental organization, which is a State, local government, or Indian Tribe.

3. A domestic or foreign nonprofit organization.

4. A domestic or foreign for-profit organization.

5. A federal agency, but only as a subrecipient under an award or subaward to a non-federal entity.
iv. Subaward:

1. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which the Recipient received this Award and that the Recipient awards to an eligible subrecipient.

3. A subaward may be provided through any legal agreement, including an agreement that the Recipient considers a contract.
v. Subrecipient means an entity that:

1. Receives a subaward from the Recipient under this Award; and

2. Is accountable to the Recipient for the use of the federal funds provided by the subaward.

Term 34. Nondisclosure and Confidentiality Agreements Assurances A. By entering into this agreement, the Recipient attests that it does not and will not require its employees or contractors to sign internal nondisclosure or confidentiality agreements or statements prohibiting or otherwise restricting its employees or contractors from lawfully reporting waste, fraud, or abuse to a designated investigative or law enforcement representative of a federal department or agency authorized to receive such information.

B. The Recipient further attests that it does not and will not use any federal funds to implement or enforce any nondisclosure and/or confidentiality policy, form, or agreement it uses unless it contains the following provisions:
i. ‘‘These provisions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by existing statute or Executive order relating to (1) classified information, (2) Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
22 communications to Congress, (3) the reporting to an Inspector General of a violation of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, or (4) any other whistleblower protection. The definitions, requirements, obligations, rights, sanctions, and liabilities created by controlling Executive orders and statutory provisions are incorporated into this agreement and are controlling.’’
ii. The limitation above shall not contravene requirements applicable to Standard Form 312, Form 4414, or any other form issued by a federal department or agency governing the nondisclosure of classified information. iii. Notwithstanding provision listed in paragraph (a), a nondisclosure or confidentiality policy form or agreement that is to be executed by a person connected with the conduct of an intelligence or intelligence-related activity, other than an employee or officer of the United States Government, may contain provisions appropriate to the particular activity for which such document is to be used. Such form or agreement shall, at a minimum, require that the person will not disclose any classified information received in the course of such activity unless specifically authorized to do so by the United States Government. Such nondisclosure or confidentiality forms shall also make it clear that they do not bar disclosures to Congress, or to an authorized official of an executive agency or the Department of Justice, that are essential to reporting a substantial violation of law.

Term 35. Subrecipient and Contractor Approvals
A. At Risk Notice. The Recipient must obtain written approval by the Contracting Officer for reimbursement of costs associated with
subrecipients/activities/contractor listed in paragraph B. below. The Recipient is restricted from expending project funds (i.e., federal share and Recipient share) on the subrecipients’ and/or contractors’ supporting the tasks identified in paragraph B. below unless and until the Contracting Officer provides written approval. At its discretion, SCEP may not reimburse costs incurred prior to the date of any such written approval by the Contracting Officer.

B. Contracting Officer approval as set out above is required for the following:

Task # Activity and Subrecipients / Contractor Total Amount ($) The Contracting Officer may require additional information concerning these tasks prior to providing written approval.

C. Upon written approval by the Contracting Officer, the Recipient may then receive Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
23 payment for the tasks identified in paragraph B. above for allowable costs incurred, or SCEP will recognize costs incurred toward cost share requirements, if any, in accordance with the payment provisions contained in the Special Terms and Conditions of this agreement.

Term 36. Subrecipient Change Notification
Except for subrecipients specifically proposed as part of the Recipient’s Application for award, the Recipient must notify the Contracting Officer and Project Manager in writing 30 days prior to the execution of new or modified subrecipient agreements, including naming any To Be Determined subrecipients. This notification does not constitute a waiver of the prior approval requirements outlined in 2 CFR Part 200 as amended by 2 CFR Part 910, nor does it relieve the Recipient from its obligation to comply with applicable federal statutes, regulations, and executive orders.

In order to satisfy this notification requirement, the Recipient documentation must, at a minimum, include the following:
• A description of the research to be performed, the service to be provided, or the equipment to be purchased.
• Cost share commitment letter if the subrecipient is providing cost share to the Award. • An assurance that the process undertaken by the Recipient to solicit the subrecipient complies with their written procurement procedures as outlined in 2 CFR 200.317 through 200.327.
• An assurance that no planned, actual or apparent conflict of interest exists between the Recipient and the selected subrecipient and that the Recipient’s written standards of conduct were followed.
1 • A completed Environmental Questionnaire, if applicable. • An assurance that the subrecipient is not a debarred or suspended entity. • An assurance that all required award provisions will be flowed down in the resulting subrecipient agreement.

The Recipient is responsible for making a final determination to award or modify subrecipient agreements under this agreement, but the Recipient may not proceed with the subrecipient agreement until the Contracting Officer determines, and provides the Recipient written notification, that the information provided is adequate. 1 It is DOE’s position that the existence of a “covered relationship” as defined in 5 CFR 2635.502(a)&(b) between a member of the Recipient’s owners or senior management and a member of a subrecipient’s owners or senior management creates at a minimum an apparent conflict of interest that would require the Recipient to notify the Contracting Officer and provide detailed information and justification (including, for example, mitigation measures) as to why the subrecipient agreement does not create an actual conflict of interest. The Recipient must also notify the Contracting Officer of any new subrecipient agreement with: (1) an entity that is owned or otherwise controlled by the Recipient; or (2) an entity that is owned or otherwise controlled by another entity that also owns or otherwise controls the Recipient, as it is DOE’s position that these situations also create at a minimum an apparent conflict of interest.

Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
24 Should the Recipient not receive a written notification of adequacy from the Contracting Officer within 30 days of the submission of the subrecipient documentation stipulated above, the Recipient may proceed to award or modify the proposed subrecipient agreement.

Term 37. Conference Spending
The Recipient shall not expend any funds on a conference not directly and programmatically related to the purpose for which the grant or cooperative agreement was awarded that would defray the cost to the United States Government of a conference held by any Executive branch department, agency, board, commission, or office for which the cost to the United States Government would otherwise exceed $20,000, thereby circumventing the required notification by the head of any such Executive Branch department, agency, board, commission, or office to the Inspector General (or senior ethics official for any entity without an Inspector General), of the date, location, and number of employees attending such conference.

Term 38. Recipient Integrity and Performance Matters
A. General Reporting Requirement
If the total value of your currently active Financial Assistance awards, cooperative agreements, and procurement contracts from all federal awarding agencies exceeds $10,000,000 for any period of time during the period of performance of this federal award, then you as the recipient during that period of time must maintain the currency of information reported to the System for Award Management (SAM) that is made available in the designated integrity and performance system (currently the Federal Awardee Performance and Integrity Information System (FAPIIS)) about civil, criminal, or administrative proceedings described in paragraph 2 of this term. This is a statutory requirement under section 872 of Public Law 110-417, as amended (41 U.S.C. 2313). As required by section 3010 of Public Law 111-212, all information posted in the designated integrity and performance system on or after April 15, 2011, except past performance reviews required for federal procurement contracts, will be publicly available.

B. Proceedings About Which You Must Report
Submit the information required about each proceeding that:
i. Is in connection with the award or performance of a Financial Assistance, cooperative agreement, or procurement contract from the federal government;
ii. Reached its final disposition during the most recent five-year period; and iii. Is one of the following:

1. A criminal proceeding that resulted in a conviction, as defined in paragraph E of this award term and condition;

2. A civil proceeding that resulted in a finding of fault and liability and payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more;
Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
25 3. An administrative proceeding, as defined in paragraph E of this term, that resulted in a finding of fault and liability and your payment of either a monetary fine or penalty of $5,000 or more or
reimbursement, restitution, or damages in excess of $100,000; or

4. Any other criminal, civil, or administrative proceeding if:
a. It could have led to an outcome described in paragraph B.iii.1, 2, or 3 of this term;
b. It had a different disposition arrived at by consent or compromise with an acknowledgment of fault on your part; and
c. The requirement in this term to disclose information about the proceeding does not conflict with applicable laws and regulations.

C. Reporting Procedures
Enter in the SAM Entity Management area the information that SAM requires about each proceeding described in paragraph B of this term. You do not need to submit the information a second time under assistance awards that you received if you already provided the information through SAM because you were required to do so under federal procurement contracts that you were awarded.

D. Reporting Frequency
During any period of time when you are subject to the requirement in paragraph A of this term, you must report proceedings information through SAM for the most recent five-year period, either to report new information about any proceeding(s) that you have not reported previously or affirm that there is no new information to report. Recipients that have federal contract, Financial Assistance awards, (including cooperative agreement awards) with a cumulative total value greater than $10,000,000, must disclose semiannually any information about the criminal, civil, and administrative proceedings.

E. Definitions
For purposes of this term:
i. Administrative proceeding means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative proceedings, Civilian Board of Contract Appeals proceedings, and Armed Services Board of Contract Appeals proceedings). This includes proceedings at the federal and state level but only in connection with performance of a federal contract or Financial Assistance awards. It does not include audits, site visits, corrective plans, or inspection of deliverables.
ii. Conviction means a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere.

Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
26 iii. Total value of currently active Financial Assistance awards, cooperative agreements and procurement contracts includes:

1. Only the Federal share of the funding under any Federal award with a recipient cost share or match; and

2. The value of all expected funding increments under a federal award and options, even if not yet exercised.

Term 39. Export Control
The United States government regulates the transfer of information, commodities, technology, and software considered to be strategically important to the U.S. to protect national security, foreign policy, and economic interests without imposing undue regulatory burdens on legitimate international trade. There is a network of federal agencies and regulations that govern exports that are collectively referred to as “Export Controls.” The Recipient is responsible for ensuring compliance with all applicable United States Export Control laws and regulations relating to any work performed under a resulting award.

The Recipient must immediately report to DOE any export control violations related to the project funded under this Award, at the recipient or subrecipient level, and provide the corrective action(s) to prevent future violations.

Term 40. Current and Pending Support
A. Definitions
For purposes of this term, the following definitions are applicable:
i. Current and pending support – (a) All resources made available, or expected to be made available, to an individual in support of the individual’s RD&D efforts, regardless of (i) whether the source is foreign or domestic; (ii) whether the resource is made available through the entity applying for an award or directly to the individual; or (iii) whether the resource has monetary value; and (b) includes in-kind contributions requiring a commitment of time and directly supporting the individual’s RD&D efforts, such as the provision of office or laboratory space, equipment, supplies, employees, or students. This term has the same meaning as the term Other Support as applied to researchers in NSPM-33: For researchers, Other Support includes all resources made available to a researcher in support of and/or related to all of their professional RD&D efforts, including resources provided directly to the individual or through the organization, and regardless of whether or not they have monetary value (e.g., even if the support received is only in-kind, such as office/laboratory space, equipment, supplies, or employees). This includes resource and/or financial support from all foreign and domestic entities, including but not limited to, gifts provided with terms or conditions, financial support for laboratory personnel, and Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
27 participation of student and visiting researchers supported by other sources of funding.
ii. Foreign Government-Sponsored Talent Recruitment Program – An effort directly or indirectly organized, managed, or funded by a foreign government, or a foreign government instrumentality or entity, to recruit science and technology professionals or students (regardless of citizenship or national origin, or whether having a full-time or part-time position). Some foreign government-sponsored talent recruitment programs operate with the intent to import or otherwise acquire from abroad, sometimes through illicit means, proprietary technology or software, unpublished data and methods, and intellectual property to further the military modernization goals and/or economic goals of a foreign government. Many, but not all, programs aim to incentivize the targeted individual to relocate physically to the foreign state for the above purpose. Some programs allow for or encourage continued employment at United States research facilities or receipt of federal research funds while concurrently working at and/or receiving compensation from a foreign institution, and some direct participants not to disclose their participation to United States entities.

Compensation could take many forms including cash, research funding, complimentary foreign travel, honorific titles, career advancement opportunities, promised future compensation, or other types of remuneration or consideration, including in-kind compensation. iii. Senior/key personnel – an individual who contributes in a substantive, meaningful way to the scientific development or execution of a research, development, and demonstration (RD&D) project proposed to be carried out with DOE award.2
B. Disclosure Requirements
Prior to award, the Recipient was required to provide current and pending support disclosure statements and a Curriculum Vitae (CV) or Biosketch for each principal investigator (PI) and senior/key personnel, at the recipient and subrecipient level, regardless of funding source. In accordance with the Federal Assistance Reporting Checklist, throughout the life of the award, the Recipient must submit current and pending support disclosure statements and a CV or Biosketch for any new PI and senior/key personnel at the recipient and subrecipient level, added to the project funded under this Award within thirty (30) calendar days of the individual joining the project. In addition, if there are any changes to current and pending support disclosure 2 Typically, these individuals have doctoral or other professional degrees, although individuals at the masters or baccalaureate level may be considered senior/key personnel if their involvement meets this definition. Consultants, graduate students, and those with a postdoctoral role also may be considered senior/key personnel if they meet this definition.

Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
28 statements previously submitted to DOE, the Recipient must submit updated current and pending disclosure statements within thirty (30) calendar days of the change. The Recipient must ensure all PIs and senior/key personnel at the recipient and subrecipient level, are aware of the requirement to submit updated current and pending support disclosure statements to DOE.

Current and pending support is intended to allow the identification of potential duplication, overcommitment, potential conflicts of interest or commitment, and all other sources of support. All PIs and senior/key personnel at the recipient and subrecipient level must provide a list of all sponsored activities, awards, and appointments, whether paid or unpaid; provided as a gift with terms or conditions or provided as a gift without terms or conditions; full-time, part-time, or voluntary; faculty, visiting, adjunct, or honorary; cash or in-kind; foreign or domestic; governmental or private-sector; directly supporting the individual’s research or indirectly supporting the individual by supporting students, research staff, space, equipment, or other research expenses. All involvement with foreign government-sponsored talent recruitment programs must be identified in current and pending support.

For every activity, list the following items:
• The sponsor of the activity or the source of funding. • The award or other identifying number.
• The title of the award or activity. If the title of the award or activity is not descriptive, add a brief description of the research being performed that would identify any overlaps or synergies with the proposed research. • The total cost or value of the award or activity, including direct and indirect costs and cost share. For pending proposals, provide the total amount of requested funding.
• The award period (start date – end date).
• The person-months of effort per year being dedicated to the award or activity.

To identify overlap, duplication of effort, or synergistic efforts, append a description of the other award or activity to the current and pending support.

Details of any obligations, contractual or otherwise, to any program, entity, or organization sponsored by a foreign government must be provided to DOE upon request to either the applicant institution or DOE. Supporting documents of any identified source of support must be provided to DOE on request, including certified translations of any document.

The information may be provided in the format approved by the National Science Foundation (NSF), which may be generated by the Science Experts Network Curriculum Vita (SciENcv), a cooperative venture maintained at
https://www.ncbi.nlm.nih.gov/sciencv/, and is also available at https://www.nsf.gov/bfa/dias/policy/nsfapprovedformats/cps.pdf. The use of a format Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
29 required by another agency is intended to reduce the administrative burden to researchers by promoting the use of common formats. Currently, the federal research agencies, including DOE, are working on a common disclosure form for current and pending support. At such time that the common disclosure form is published for use, the information may be provided in the common form.

Each PI and senior/key personnel must provide a separate disclosure statement listing the required information above regarding current and pending support. The individual must sign and date their respective disclosure statement and include the following certification statement:

I, [Full Name and Title], certify to the best of my knowledge and belief that the information contained in this Current and Pending Support Disclosure Statement is true, complete and accurate. I understand that any false, fictitious, or fraudulent information, misrepresentations, half-truths, or omissions of any material fact, may subject me to criminal, civil or administrative penalties for fraud, false statements, false claims or otherwise. (18 U.S.C. §§ 1001 and 287, and 31 U.S.C. 3729-3733 and 3801-3812). I further understand and agree that (1) the statements and representations made herein are material to DOE’s funding decision, and (2) I have a responsibility to update the disclosures during the period of performance of the award should circumstances change which impact the responses provided above.

If the NSF format is used, the individual must still include a signature, date, and a certification statement using the language included in the paragraph above. If the online version is used in SciENcv, a signature, date, and a certification statement must be attached until the SciENcv website automatically attaches a certification statement.

Term 41. Interim Conflict of Interest Policy for Financial Assistance The DOE interim Conflict of Interest Policy for Financial Assistance (COI Policy) can be found at https://www.energy.gov/management/department-energy-interim-conflict-interest-policy-requirements-financial-assistance. This policy is applicable to all non-federal entities applying for, or that receive, DOE funding by means of a financial assistance award (e.g., a grant, cooperative agreement, or technology investment agreement) and, through the implementation of this policy by the entity, to each Investigator who is planning to participate in, or is participating in, the project funded wholly or in part under this Award. The term “Investigator” means the PI and any other person, regardless of title or position, who is responsible for the purpose, design, conduct, or reporting of a project funded by DOE or proposed for funding by DOE.

The Recipient must flow down the requirements of the interim COI Policy to any subrecipient non-federal entities, with the exception of DOE National Laboratories. Further, the Recipient Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
30 must identify all financial conflicts of interests (FCOI), i.e., managed and unmanaged/unmanageable, in its initial and ongoing FCOI reports.

Prior to award, the Recipient was required to: 1) ensure all Investigators on this Award completed their significant financial disclosures; 2) review the disclosures; 3) determine whether a FCOI exists; 4) develop and implement a management plan for FCOIs; and 5) provide DOE with an initial FCOI report that includes all FCOIs (i.e., managed and unmanaged/unmanageable). Within 180 days of the date of the Award, the Recipient must be in full compliance with the other requirements set forth in DOE’s interim COI Policy.

Term 42. Organizational Conflict of Interest
Organizational conflicts of interest are those where, because of relationships with a parent company, affiliate, or subsidiary organization, the Recipient is unable or appears to be unable to be impartial in conducting procurement action involving a related organization (2 CFR 200.318(c)(2)).

The Recipient must disclose in writing any potential or actual organizational conflict of interest to the DOE Contracting Officer. The Recipient must provide the disclosure prior to engaging in a procurement or transaction using project funds with a parent, affiliate, or subsidiary organization that is not a state, local government, or Indian tribe. For a list of the information that must be included the disclosure, see Section VI. of the DOE interim Conflict of Interest Policy for Financial Assistance at https://www.energy.gov/management/department-energy-interim-conflict-interest-policy-requirements-financial-assistance.

If the effects of the potential or actual organizational conflict of interest cannot be avoided, neutralized, or mitigated, the Recipient must procure goods and services from other sources when using project funds. Otherwise, DOE may terminate the Award in accordance with 2 CFR 200.340 unless continued performance is determined to be in the best interest of the federal government.

The Recipient must flow down the requirements of the interim COI Policy to any subrecipient non-federal entities, with the exception of DOE National Laboratories. The Recipient is responsible for ensuring subrecipient compliance with this term.

If the Recipient has a parent, affiliate, or subsidiary organization that is not a state, local government, or Indian tribe, the Recipient must maintain written standards of conduct covering organizational conflicts of interest.

Term 43. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment
As set forth in 2 CFR 200.216, recipients and subrecipients are prohibited from obligating or expending project funds (federal and non-federal funds) to:
(1) Procure or obtain;
Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
31 (2) Extend or renew a contract to procure or obtain; or (3) Enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (i) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). (ii) Telecommunications or video surveillance services provided by such entities or using such equipment.
(iii) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

See Public Law 115-232, section 889 for additional information.

Term 44. Participants and Other Collaborating Organizations Prior to award, the Recipient was required to provide the following information on participants and other collaborating organizations. If there are any changes to Participants and Collaborating Organizations information previously submitted to DOE, the Recipient must submit updated information within thirty (30) calendar days after the end of the quarterly reporting period in which the change occurred:

A. What individuals have worked on the project
Provide the following information for individuals at the prime recipient and subrecipient level: (1) all senior and key personnel; and (2) each person who has worked or is expected to work at least one person month per year on the project regardless of the source of compensation (a person month equals approximately 160 hours of effort). i. Name
ii. Organization
iii. Job Title
iv. Role in the project
v. Start and end date (month and year) working on the project Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
32 vi. State, U.S. territory, and/or country of residence vii. Whether this person collaborated with an individual or entity located in a foreign country in connection with the scope of this Award, and viii. If yes to vii, whether the person traveled to the foreign country as part of that collaboration, and, if so, where and what the duration of stay was.

B. Organizations
Identify all subrecipients, contractors, U.S. National Laboratories, partners, and collaborating organizations. Recipients must also include all foreign collaborators as outlined in the Foreign Collaboration Considerations term of the award Terms and Conditions. For each, provide name, UEI, zip code or latitude/longitude, role in the project, contribution to the project, and start and end date.

Term 45. Human Subjects Research
Research involving human subjects, biospecimens, or identifiable private information conducted with Department of Energy (DOE) funding is subject to the requirements of DOE Order 443.1C, Protection of Human Research Subjects, 45 CFR Part 46, Protection of Human Subjects (subpart A which is referred to as the “Common Rule”), and 10 CFR Part 745, Protection of Human Subjects.

Federal regulation and the DOE Order require review by an Institutional Review Board (IRB) of all proposed human subjects research projects. The IRB is an interdisciplinary ethics board responsible for ensuring that the proposed research is sound and justifies the use of human subjects or their data; the potential risks to human subjects have been minimized; participation is voluntary; and clear and accurate information about the study, the benefits and risks of participating, and how individuals’ data/specimens will be protected/used, is provided to potential participants for their use in determining whether or not to participate.

The Recipient shall provide the Federal Wide Assurance number identified in item 1 below and the certification identified in item 2 below to DOE prior to initiation of any project that will involve interactions with humans in some way (e.g., through surveys); analysis of their identifiable data (e.g., demographic data and energy use over time); asking individuals to test devices, products, or materials developed through research; and/or testing of commercially available devices in buildings/homes in which humans will be present. Note: This list of examples is illustrative and not all inclusive.

No DOE funded research activity involving human subjects, biospecimens, or identifiable private information shall be conducted without:
1) A registration and a Federal Wide Assurance of compliance accepted by the Office of Human Research Protection (OHRP) in the Department of Health and Human Services; and
2) Certification that the research has been reviewed and approved by an Institutional Review Board (IRB) provided for in the assurance. IRB review may be accomplished by Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
33 the awardee’s institutional IRB; by the Central DOE IRB; or if collaborating with one of the DOE national laboratories, by the DOE national laboratory IRB.

The Recipient is responsible for ensuring all subrecipients comply and for reporting information on the project annually to the DOE Human Subjects Research Database (HSRD) at https://science.osti.gov/HumanSubjects/Human-Subjects-Database/home. Note: If a DOE IRB is used, no end of year reporting will be needed.

Additional information on the DOE Human Subjects Research Program can be found at:
https://science.osti.gov/ber/human-subjects.

Term 46. Fraud, Waste and Abuse
The mission of the DOE Office of Inspector General (OIG) is to strengthen the integrity, economy and efficiency of DOE’s programs and operations including deterring and detecting fraud, waste, abuse, and mismanagement. The OIG accomplishes this mission primarily through investigations, audits, and inspections of Department of Energy activities to include grants, cooperative agreements, loans, and contracts. The OIG maintains a Hotline for reporting allegations of fraud, waste, abuse, or mismanagement. To report such allegations, please visit https://www.energy.gov/ig/ig‐hotline.

Additionally, the Recipient must be cognizant of the requirements of 2 CFR 200.113 Mandatory disclosures, which states:

The non‐federal entity or applicant for a federal award must disclose, in a timely manner, in writing to the federal awarding agency or pass‐through entity all violations of federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the federal award. Non‐federal entities that have received a federal award including the term and condition outlined in appendix XII of 2 CFR Part 200 are required to report certain civil, criminal, or administrative proceedings to SAM (currently FAPIIS). Failure to make required disclosures can result in any of the remedies described in § 200.339. (See also 2 CFR part 180, 31 U.S.C. 3321, and 41 U.S.C. 2313.) Term 47. Buy America Requirement for Infrastructure Projects A. Definitions
Components See 2 CFR 184.3 “Definitions.”
Construction Materials See 2 CFR 184.3 “Definitions.”
Buy America Preference, Buy America Requirement, or Domestic Content Procurement Preference Requirement means a requirement that no amount of funds made available Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
34 through a program for federal financial assistance may be obligated for an infrastructure project unless—
(A) all iron and steel used in the project are produced in the United States; (B) the manufactured products used in the project are produced in the United States; or
(C) the construction materials used in the project are produced in the United States.

Infrastructure See 2 CFR 184.4 (c) and (d).

Manufactured Products See 2 CFR 184.3 “Definitions.”
Predominantly of iron or steel See 2 CFR 184.3 “Definitions." Infrastructure project See 2 CFR 184.3 Definitions
Public- The Buy America Requirement does not apply to non-public infrastructure. For purposes of this guidance, infrastructure should be considered “public” if it is: (1) publicly owned or (2) privately owned but utilized primarily for a public purpose. Infrastructure should be considered to be “utilized primarily for a public purpose” if it is privately operated on behalf of the public or is a place of public accommodation.

B. Buy America Requirement
None of the funds provided under this award (federal share or recipient cost-share) may be used for a project for infrastructure unless:

1. All iron and steel used in the project is produced in the United States— this means all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States;

2. All manufactured products used in the project are produced in the United States—this means the manufactured product was manufactured in the United States; and the cost of the components of the manufactured product that are mined, produced, or manufactured in the United States is greater than 55 percent of the total cost of all components of the manufactured product, unless another standard for determining the minimum amount of domestic content of the manufactured product has been established under applicable law or regulation. See 2 CFR 184.5 for determining the cost of components for manufactured products; and

3. All construction materials are manufactured in the United States—this means that all manufacturing processes for the construction material occurred in the United States. See 2 CFR 184.6 for construction material standards.

Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
35 The Buy America Requirement only applies to those articles, materials, and supplies that are consumed in, incorporated into, or permanently affixed to the infrastructure in the project. As such, it does not apply to tools, equipment, and supplies, such as temporary scaffolding, brought into the construction site and removed at or before the completion of the infrastructure project. Nor does a Buy America Requirement apply to equipment and furnishings, such as movable chairs, desks, and portable computer equipment, that are used at or within the finished infrastructure project but are not an integral part of the structure or permanently affixed to the infrastructure project.

The Buy America Requirement only applies to an article, material, or supply classified into one of the following categories* based on its status at the time it is brought to the work site for incorporation into an infrastructure project:
(i) Iron or steel products;
(ii) Manufactured products; or
(iii) Construction materials;
The Buy America Requirement only applies to the iron or steel products, manufactured products, and construction materials used for the construction, alteration, maintenance, or repair of public infrastructure in the United States when those items are consumed in, incorporated into, or permanently affixed to the infrastructure. An article, material, or supply incorporated into an infrastructure project should not be considered to fall into multiple categories, but rather must meet the Buy America Preference Requirement for only the single category in which it is classified.

All iron and steel, manufactured products, and construction materials used in the infrastructure project must be produced in the United States.
* Section 70917(c) of the Build America, Buy America Act states that “construction materials” do not include cement and cementitious materials; aggregates such as stone, sand, or gravel; or aggregate binding agents or additives. Section 70917(c) materials are excluded from Construction materials. Asphalt concrete pavement mixes are typically composed of asphalt cement (a binding agent) and aggregates such as stone, sand, and gravel. Accordingly, asphalt is also excluded from the definition of Construction materials.

Section 70917(c) materials, on their own, are not manufactured products. Further, Section 70917(c) materials should not be considered manufactured products when they are used at or combined proximate to the work site—such as is the case with wet concrete or hot mix asphalt brought to the work site for incorporation. However, when certain Section 70917(c) materials (such as stone, sand, and gravel) are used to produce a manufactured product, such as is precast concrete processed into a specific shape or form, and is in such state when brought to the work site, then that product is subject to the BABA requirements.

Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
36 Further clarification is provided in 2 CFR 184 on the circumstances under which a determination is made that Section 70917(c) materials should be treated as components of a manufactured product. That determination is based on consideration of: (i) the revised definition of the “manufactured products” at 2 CFR 184.3; (ii) a new definition of “section 70917(c) materials” at 2 CFR 184.3; (iii) new instructions at 2 CFR 184.4(e) on how and when to categorize articles, materials, and supplies; and (iv) new instructions at 2 CFR 184.4(f) on how to apply the Buy America preference by category.

Recipients are responsible for administering their award in accordance with the terms and conditions, including the Buy America Requirement. The recipient must ensure that the Buy America Requirement flows down to all subawards and that the subawardees and subrecipients comply with the Buy America Requirement. The Buy America Requirement term and condition must be included all sub-awards, contracts, subcontracts, and purchase orders for work performed under the infrastructure project.

C. Certification of Compliance
Recipients must certify or provide equivalent documentation for proof of compliance that a good faith effort was made to solicit bids for domestic products used in the infrastructure project under this award.

Recipients must also maintain certifications or equivalent documentation for proof of compliance that those articles, materials, and supplies that are consumed in, incorporated into, affixed to, or otherwise used in the infrastructure project, not covered by a waiver or exemption, are produced in the United States. The certification or proof of compliance must be provided by the suppliers or manufacturers of the iron, steel, manufactured products and construction materials and flow up from all subawardees, contractors and vendors to the recipient. Recipients must keep these certifications with the award/project files and be able to produce them upon request from DOE, auditors or Office of Inspector General.

D. Waivers
When necessary, recipients may apply for, and DOE may grant, a waiver from the Buy America Requirement. Requests to waive the application of the Buy America Requirement must be in writing to the CO. Waiver requests are subject to review by DOE and the Office of Management and Budget, as well as a public comment period of no less than 15 calendar days.

1. Waivers must be based on one of the following justifications:
a) Public Interest- Applying the Buy America Requirement would be inconsistent with the public interest;
b) Non-Availability- The types of iron, steel, manufactured products, or construction materials are not produced in the United States in sufficient and reasonably available quantities or of a satisfactory quality; or
c) Unreasonable Cost- The inclusion of iron, steel, manufactured products, or construction materials produced in the United States will increase the cost of the overall project by more than 25 percent.

Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
37 2. Requests to waive the Buy America Requirement must include the following:
• Waiver type (Public Interest, Non-Availability, or Unreasonable Cost); • Recipient name and Unique Entity Identifier (UEI);
• Award information (Federal Award Identification Number, Assistance Listing number);
• A brief description of the project, its location, and the specific infrastructure involved;
• Total estimated project cost, with estimated federal share and recipient cost share breakdowns;
• Total estimated infrastructure costs, with estimated federal share and recipient cost share breakdowns;
• List and description of iron or steel item(s), manufactured goods, and/or construction material(s) the recipient seeks to waive from the Buy America Preference, including name, cost, quantity(ies), country(ies) of origin, and relevant Product Service Codes (PSC) and North American Industry Classification System (NAICS) codes for each;
• A detailed justification as to how the non-domestic item(s) is/are essential the project;
• A certification that the recipient made a good faith effort to solicit bids for domestic products supported by terms included in requests for proposals, contracts, and non-proprietary communications with potential suppliers; • A justification statement—based on one of the applicable justifications outlined above—as to why the listed items cannot be procured domestically, including the due diligence performed (e.g., market research, industry outreach, cost analysis, cost-benefit analysis) by the recipient to attempt to avoid the need for a waiver. This justification may cite, if applicable, the absence of any Buy America-compliant bids received for domestic products in response to a solicitation; • A description of the market research conducted that includes who conducted the market research, when it was conducted, sources that were used, and the methods used to conduct the research; and

3. How to submit a waiver
Requests to waive the application of the Buy America Requirement must be in writing to the CO.

DOE may request, and the recipient must provide, additional information for consideration of this wavier. DOE may reject or grant waivers in whole or in part depending on its review, analysis, and/or feedback from OMB or the public. DOE’s final determination regarding approval or rejection of the waiver request may not be appealed. Waiver requests may take up to 90 calendar days to process.

Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
38 Term 48. Prohibition related to Foreign Government-Sponsored Talent Recruitment Programs
a. Prohibition
Persons participating in a Foreign Government-Sponsored Talent Recruitment Program of a Foreign Country of Risk are prohibited from participating in this Award.

The recipient must exercise ongoing due diligence to reasonably ensure that no individuals participating on the DOE-funded project are participating in a Foreign Government-Sponsored Talent Recruitment Program of a Foreign Country of Risk. Consequences for violations of this prohibition will be determined according to applicable law, regulations, and policy. Further, the recipient must notify DOE within five (5) business days upon learning that an owner of the recipient or subrecipient or individual on the project team is or is believed to be participating in a Foreign Government-Sponsored Talent Recruitment Program of a Foreign Country of Risk. DOE may modify and add requirements related to this prohibition to the extent required by law.
b. Definitions

1. Foreign Government-Sponsored Talent Recruitment Program.

An effort directly or indirectly organized, managed, or funded by a foreign government, or a foreign government instrumentality or entity, to recruit science and technology professionals or students (regardless of citizenship or national origin, or whether having a full-time or part-time position). Some foreign government-sponsored talent recruitment programs operate with the intent to import or otherwise acquire from abroad, sometimes through illicit means, proprietary technology or software, unpublished data and methods, and intellectual property to further the military modernization goals and/or economic goals of a foreign government. Many, but not all, programs aim to incentivize the targeted individual to relocate physically to the foreign state for the above purpose. Some programs allow for or encourage continued employment at United States research facilities or receipt of federal research funds while concurrently working at and/or receiving compensation from a foreign institution, and some direct participants not to disclose their participation to U.S. entities.

2. Foreign Country of Risk.

DOE has designated the following countries as foreign countries of risk: Iran, North Korea, Russia, and China. This list is subject to change.

Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
39 Term 49. Affirmative Action and Pay Transparency Requirements All federally assisted construction contracts exceeding $10,000 annually will be subject to the requirements of Executive Order 11246:

1. Recipients, subrecipients, and contractors are prohibited from discriminating in employment decisions on the basis of race, color, religion, sex, sexual orientation, gender identity or national origin.

2. Recipients and Contractors are required to take affirmative action to ensure that equal opportunity is provided in all aspects of their employment. This includes flowing down the appropriate language to all subrecipients, contractors and subcontractors.

3. Recipients, subrecipients, contractors and subcontractors are prohibited from taking adverse employment actions against applicants and employees for asking about, discussing, or sharing information about their pay or, under certain circumstances, the pay of their co‐workers.

The Department of Labor’s (DOL) Office of Federal Contractor Compliance Programs (OFCCP) uses a neutral process to schedule contractors for compliance evaluations. OFCCP’s Technical Assistance Guide should be consulted to gain an understanding of the requirements and possible actions the recipients, subrecipients, contractors, and subcontractors must take. See OFCCP’s Technical Assistance Guide at:
https://www.dol.gov/sites/dolgov/files/ofccp/Construction/files/ConstructionTAG.pdf?msclkid =9e397d68c4b111ec9d8e6fecb6c710ec.

Term 50. Potentially Duplicative Funding Notice
If the recipient or subrecipients have or receive any other award of federal funds for activities that potentially overlap with the activities funded under this Award, the recipient must promptly notify DOE in writing of the potential overlap and state whether project funds (i.e., recipient cost share and federal funds) from any of those other federal awards have been, are being, or are to be used (in whole or in part) for one or more of the identical cost items under this Award. If there are identical cost items, the recipient must promptly notify the DOE Grants Officer in writing of the potential duplication and eliminate any inappropriate duplication of funding.

Term 51. Transparency of Foreign Connections
The recipient must notify the DOE Grants Officer within fifteen (15) business days of learning of the circumstances listed below in relation to the recipient and subrecipients.

U.S. National Laboratories, domestic government entities, and institutions of higher education are only required to report on items 5 and 7. For subrecipient reporting requirements, applicability is determined by the subrecipient entity type, regardless of whether the prime recipient was exempt.

Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
40 1. Any current or pending subsidiary, foreign business entity, or offshore entity that is based in or funded by any foreign country of risk or foreign entity based in a country of risk;

2. Any current or pending contractual or financial obligation or other agreement specific to a business arrangement, or joint venture-like arrangement with an entity owned by a country of risk or foreign entity based in a country of risk;

3. Any current or pending change in ownership structure of the recipient or subrecipients that increases foreign ownership related to a country of risk. Each notification shall be accompanied by a complete and up-to-date capitalization table showing all equity interests held including limited liability company (LLC) and partnership interests, as well as derivative securities. Include both the number of shares issued to each equity holder, as well as the percentage of that series and of all equity on fully diluted basis. For each equity holder, provide the place of incorporation and the principal place of business, as applicable. If the equity holder is a natural person, identify the citizenship(s);

4. Any current or pending venture capital or institutional investment by an entity that has a general partner or individual holding a leadership role in such entity who has a foreign affiliation with any foreign country of risk;

5. Any current or pending technology licensing or intellectual property sales to a foreign country of risk;

6. Any changes to the recipient or the subrecipients’ board of directors, including additions to the number of directors, the identity of new directors, as well as each new director’s citizenship, shareholder affiliation (if applicable); each notification shall include a complete up-to-date list of all directors (and board observers), including their full name, citizenship and shareholder affiliation, date of appointment, duration of term, as well as a description of observer rights as applicable; and

7. Any of the following changes to the equipment proposed for use on the project:
a. Unmanned aircraft, control, and communication components originally made or manufactured in a foreign country of risk (including relabeled or rebranded equipment).
b. Coded equipment where the source code is written in a foreign country of risk. c. Equipment from a foreign country of risk that will be connected to the internet or other remote communication system.
d. Any companies from a foreign country of risk that will have physical or remote access to any part of the equipment used on the project after delivery.

Should DOE determine the connection poses a risk to economic or national security, DOE will require measures to mitigate or eliminate the risk.

DOE has designated the following countries as foreign countries of risk: Iran, North Korea, Russia, and China. This list is subject to change.

Recognizing the disclosures may contain business confidential information, subrecipients may submit their disclosures directly to DOE.

Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
SCEP AwardNo. DE-SE0000736.0000 With City of Milpitas (CA) Special Terms and Conditions
41 Term 52. Foreign Collaboration Considerations
a. Consideration of new collaborations with foreign entities, organizations, and governments. The recipient must provide DOE with advanced written notification of any potential collaboration with foreign entities, organizations, or governments in connection with its DOE-funded award scope. The recipient must await further guidance from DOE prior to contacting the proposed foreign entity, organization or government regarding the potential collaboration or negotiating the terms of any potential agreement.
b. Existing collaborations with foreign entities, organizations, and governments. The recipient must provide DOE with a written list of all existing foreign collaborations, organizations, and governments in which has entered in connection with its DOE-funded award scope.
c. In general, a collaboration will involve some provision of a thing of value to, or from, the recipient. A thing of value includes but may not be limited to all resources made available to, or from, the recipient in support of and/or related to the Award, regardless of whether or not they have monetary value. Things of value also may include in-kind contributions (such as office/laboratory space, data, equipment, supplies, employees, students). In-kind contributions not intended for direct use on the Award but resulting in provision of a thing of value from or to the Award must also be reported.

Collaborations do not include routine workshops, conferences, use of the recipient’s services and facilities by foreign investigators resulting from its standard published process for evaluating requests for access, or the routine use of foreign facilities by awardee staff in accordance with the recipient’s standard policies and procedures.

Term 53. Impacted Indian Tribes
If any activities anticipated to take place under this agreement could potentially impact the resources or reserved rights of Indian Tribe(s), as defined in 25 U.S.C. § 5304 (e), then the recipient/awardee agrees to develop and maintain active and open communications with the potentially impacted Indian Tribe(s), during the period of performance of the agreement, and, if necessary, after the end of the agreement. Approval by DOE must be obtained before any activities take place that could impact Tribal resources or reserved rights, including but not limited to lands, cultural sites, sacred sites, water rights, mineral rights, fishing rights, and hunting rights. The recipient/awardee must coordinate with DOE on all Tribal interactions. DOE will determine if formal government-to-government consultation is needed, and DOE will conduct that consultation accordingly.
• Tribal lands is as defined in 25 U.S.C. §§ 3501(2), (3), (4)(A) and (13). • Indian Tribe is as defined in 25 U.S.C. § 5304 (e).

Item 1d
Attachment 1
Draft Reimbursement Agreement - City of Milpitas
U.S. DEPARTMENT OF
ENERGY Energy Efficiency &
Renewable Energy
11086.0004/2576337v2

REIMBURSEMENT AGREEMENT

BETWEEN SILICON VALLEY CLEAN ENERGY
AND

CITY OF MOUNTAIN VIEW
THIS AGREEMENT is made and entered into as of ___________, 202_, (“Effective Date”) between Silicon Valley Clean Energy (“SVCE”) and City of Mountain View (“City”). SVCE and City are referred to below individually as a “Party” and collectively as the “Parties”. In consideration of the mutual promises and covenants contained herein, the Parties hereto mutually agree as follows:

1. Purpose of the Agreement. The City has allocated $249,999 in funds to provide rebates (“City Rebates”) to City residents who purchase electric heat pump water heaters (HPWH). The Parties have determined that it will be mutually beneficial for SVCE and City to include the City Rebates with the rebates SVCE provides to its customers (“SVCE Rebates”) residing within the City’s jurisdiction through its Home Rebates Program (“SVCE Program”). The Parties desire to take advantage of the economies to the Parties and convenience to SVCE customers of providing both City Rebates and SVCE Rebates to SVCE customers in one transaction. The purpose of this Agreement is to set forth the terms by which SVCE will provide the City Rebate to its customers, and by which City will reimburse SVCE for the payment of the City Rebate to the customers.

2. Term and Termination. This Agreement shall commence on the Effective Date and terminate on April 30, 2026, unless earlier terminated (“Term”). Either Party may terminate the Agreement without cause upon 30 days’ written notice to the other Party. Upon termination, City shall remit payment to SVCE for any Reimbursable Expenses (defined in Section 5 below) incurred by SVCE prior to notice of the termination.

3. Administrative Fee. The Parties do not anticipate that there will be a measurable cost to SVCE to administer the City Reimbursements and agrees to charge no fee to the City for administering the City Rebates (“Administrative Fee”) for the first 100 rebate payments. SVCE may charge an Administrative Fee of 3.7% of direct rebates being paid out by City after the first 100 customers, over the Term of this Agreement.

4. SVCE Responsibilities. SVCE shall provide City Rebates to its customers who receive SVCE Rebates through the Program and are also eligible for City Rebates. The amount of the City Rebates a customer is eligible for shall be set forth in Exhibit A, attached hereto and incorporated by this reference (“City Rebate Schedule”). The City Rebate Schedule may be revised not more than once every 180 days by side letter signed by both City and SVCE, without amending this Agreement. SVCE shall use the most recent City Rebates Schedule provided by the City to issue City Rebates to customers. SVCE shall not provide any rebates that exceed the total individual project cost for a customer. If the sum of the SVCE Rebate and City Rebate exceeds the customer’s total project cost, the SVCE Rebates will be provided in full and the City Rebate will be discounted accordingly, such that the maximum rebate amount provided does not exceed the total individual project cost of the customer. SVCE shall provide an invoice to the City in a monthly basis, which documents the City Rebates paid in the previous month and any Administrative Fee.

5. Reimbursement by City. SVCE will invoice the City monthly for any Administrative Fees and the City Rebates (together known as “Reimbursable Expenses”) paid by SVCE. City shall make payments within thirty (30) days of receiving an invoice from SVCE; however, City may withhold a disputed portion of the payment and provide notice to SVCE of such dispute. SVCE will incur the Reimbursable Expenses in reliance on City’s representation that it will reimburse SVCE for such Reimbursable Expenses as set forth in this Agreement. The total rebates issued to customers from SVCE on City’s behalf, plus administrative fees paid by City to SVCE, shall not exceed the value of this Agreement (defined in Section 1 above).

Item 1d
Attachment 2
Draft Reimbursement Agreement - City of Mountain View
11086.0004/2576337v2

6. Indemnification. SVCE shall defend, indemnify and hold harmless City including its officers, employees and agents against any claim, loss or liability arising out of its negligence or misconduct in the performance of this Agreement. City shall defend, indemnify and hold harmless SVCE (including its officers, employees and agents) against any claim, loss or liability arising out of City’s negligence or misconduct in City’s administration of City Rebates outside of this Agreement.

7. Miscellaneous.

SVCE: Silicon Valley Clean Energy
333 W. El Camino Real, Suite 330
Sunnyvale, CA 94087
Attn:

Nupur Hiremath, Manager of Decarbonization Programs
[email protected]
City: City of Mountain View
500 Castro Street
P.O. Box 7540
Mountain View, CA 94039-7540
Attn:

Denise Lin, Sustainability Analyst, City Manager’s Office [email protected]
Either Party may change its address for notices by notifying the other Party.

C. Entire Agreement, Modifications. This Agreement and the documents referenced herein contain the complete expression of the whole agreement between the Parties with respect to the obligations set forth herein, and there are no promises, representations, agreements, warranties or inducements, either expressed verbally or implied, except as are fully set forth herein. No alteration, supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both Parties.

Item 1d
Attachment 2
Draft Reimbursement Agreement - City of Mountain View
11086.0004/2576337v2
F. Validity of Agreement. All Parties agree that this Agreement is legal, valid and binding on each Party and enforceable in accordance with its terms.

H. Attorneys’ Fees. . In the event of any dispute between City and SVCE in any way related to this Agreement, and whether involving contract and/or tort claims, the non-prevailing party shall pay to the prevailing party all reasonable attorneys’ fees and costs and expenses of any type, without restriction by statute, court rule or otherwise, incurred by the prevailing party in connection with any action or proceeding (including any appeal and the enforcement of any judgment or award), whether or not the dispute is litigated or prosecuted to final judgment (collectively, “Fees”). The “prevailing party” shall be determined based upon an assessment of which party’s major arguments or positions taken in the action or proceeding could fairly be said to have prevailed (whether by compromise, settlement, abandonment by the other party of its claim or defense, final decision, after any appeals, or otherwise) over the other party’s major arguments or positions on major disputed issues. Any Fees incurred in enforcing a judgment shall be recoverable separately from any other amount included in the judgment and shall survive and not be merged in the judgment. The Fees shall be deemed an “actual pecuniary loss” within the meaning of Bankruptcy Code Section 365(b)(1)(B), and notwithstanding the foregoing, all Fees incurred by either party in any bankruptcy case filed by or against the other party, from and after the order for relief until this Agreement is rejected or assumed in such bankruptcy case, will be “obligations of the debtor” as that phrase is used in Bankruptcy Code Section 365(d)(3).

I. No Third-Party Rights. This Agreement shall not create or be construed to create any rights in, or inure to the benefit of, any third party.

J. Ambiguity. This Agreement is deemed to have been prepared by all of the Parties hereto, and any uncertainty or ambiguity herein shall not be interpreted against the drafter, but rather, if such ambiguity or uncertainty exists, shall be interpreted according to applicable rules of interpretation of contracts under the laws of the State of California.

K. Assignment. This Agreement shall not be assignable by either Party in whole or in part without the prior written consent of the other Party. The assigning Party shall provide to the other Party thirty (30) days’ advanced notice of any such proposed assignment.

L. Severability. If any provision or portion of this Agreement shall be adjudged invalid or unenforceable by a court or tribunal of competent jurisdiction or by operation of any applicable laws, such provision or portion of this Agreement shall be deemed omitted and the remaining provisions and portions shall remain in full force and effect.

M. Counterparts/Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

Moreover, electronic, scanned or facsimile copies of signatures shall be accepted as valid and binding.

N. Waiver. No term or provision hereof will be considered waived by either Party, and no breach is excused or consented to by either Party, unless such waiver or consent is in writing and signed on behalf of the Party against whom the waiver is asserted. No express or implied consent by either Party to, waiver of, or failure of a Party to enforce its rights with respect to a breach by the other Party shall constitute consent to or, waiver of any subsequent or other breach by the other Party.

IN WITNESS WHEREOF, the Parties have executed this Agreement below on the date first written above.

Item 1d
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SILICON VALLEY CLEAN ENERGY
RECOMMENDED FOR APPROVAL:

By:

Michael Callahan, General Counsel
Date: _________________________________

CITY OF MOUNTAIN VIEW
RECOMMENDED FOR APPROVAL:

By:

City Manager
Date: _________________________________
By:

Assistant City Manager
Date: _________________________________
FINANCIAL APPROVAL:

By:

Finance and Administrative Services Director
Date: _________________________________
APPROVED AS TO FORM BY COUNSEL FOR CITY OF MOUNTAIN VIEW:

By: __________________________________
City Attorney
Date: _________________________________
Item 1d
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11086.0004/2576337v2

EXHIBIT A

CITY REBATE SCHEDULE
SVCE will provide City Rebates to SVCE customers who are residents of the City in the following amounts:

Customer Category Appliance Type Value of City Rebate
(per appliance)
Market-rate and Income-qualified1
customers Heat Pump Water
Heater (HPWH)
Replacing gas water
heater
$850
Replacing electric
resistance water heater
$500
City Rebates will be provided in alignment with the terms, conditions, and eligibility specifications listed for SVCE’s Home Rebates Program: https://svcleanenergy.org/home-rebates/.

This exhibit may be updated no more than once every 180 days by mutual agreement of City and SVCE, without amending this Agreement.
1 Latest income-qualifications from May 2024 (https://svcleanenergy.org/wp-content/uploads/FFH_Income_Qualifications_May2024.pdf).

Item 1d
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Staff Report – Item 1e
Item 1e: Authorize the Chief Executive Officer to Execute and Amend Community Grants as Part of the 2024 Member Agency Grant Program and the Competitive Community Grant Program
From: Monica Padilla, CEO
Prepared by: Zoe Elizabeth, Director, Decarbonization Policy and Community Strategies Jessica Cornejo, Senior Community Strategies Specialist Date: 3/12/2025

RECOMMENDATION
Staff recommends the Silicon Valley Clean Energy (SVCE) Board of Directors (Board) authorize SVCE’s Chief Executive Officer (CEO), Monica Padilla, to execute and amend all grant agreements as part of the 2024 Member Agency Grant program and the Competitive Community Grant program.

BACKGROUND
In 2024, the Board approved $10M in community grants to support building and transportation electrification, energy resilience, and community engagement projects. The program is divided into three areas: 1) Noncompetitive Member Agency Grants ($3M), 2) Competitive Member Agency Grants ($3.5M), and 3) Competitive Community Grants ($3.5M). Each member agency was awarded a noncompetitive allocation that can be used for a variety of projects that support building or transportation electrification, energy resilience, or community engagement on these topics. The member agency competitive funding will allow agencies to pursue additional funding with the option to stack with their noncompetitive allocation. Both the Noncompetitive and Competitive Member Agency Grants launched on October 30, 2024.

ANALYSIS & DISCUSSION
The deadline for agencies to submit an application for the competitive member agency grant is March 28, 2025, and the deadline to submit an application for the noncompetitive agency grant is December 5, 2025. The Competitive Community Grants will launch at a later time.

Staff anticipates approving thirteen grant agreements from the Noncompetitive Member Agency Grant and seven from the Competitive Member Agency Grant, for an estimated twenty grant agreements. Granting the CEO authority to sign and amend these agreements will keep the process moving and allow for quicker execution.

STRATEGIC PLAN
The proposal supports SVCE’s Strategic Focus Area One, “Expand Affordability Efforts,” SVCE’s Strategic Focus Area Two, “Expand Clean and Reliable Grid Actions,” and SVCE’s Strategic Focus Area Four “Prepare Region for Electrification at Scale.”

ALTERNATIVE
Alternatives include bringing each grant agreement to the Board for approval through the consent calendar.

This would impact the timeline of grant execution with SVCE and the member agencies.

Item 1e
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FISCAL IMPACT
N/A

ATTACHMENT

1. Grant agreement for the 2024 Member Agency Grant program Item 1e

SILICON VALLEY CLEAN ENERGY MEMBER AGENCY GRANT PROGRAM AGREEMENT THIS AGREEMENT is made and effective on the date of last signature below (“Effective Date”) by and between the Silicon Valley Clean Energy Authority (“SVCE”), an independent public agency and (Entity Legal Name) (“Recipient”) In consideration of the covenants, conditions and undertakings set forth herein, the parties agree as follows:”

1. RECITALS. This Agreement is made with respect to the following facts and purposes which each of the parties acknowledge and agree are true and correct:

A. SVCE’s Member Agency Non-Competitive grant program (“Program”) will provide $3M in grants to member jurisdictions to plan and develop decarbonization demonstration, energy resilience, and engagement projects.

B. Recipient submitted an application for Program funding, attached hereto and incorporated herein as Exhibit A, for a decarbonization demonstration, energy resilience, and engagement projects (“Project”). The scope and estimated budget for the Project are included in Exhibit A.

C. SVCE finds that the use of Grant Funds described herein furthers a public purpose and meets the goals and objectives established for the Program, and desires to award Recipient a one-time grant pursuant to the terms of this Agreement.

2. GRANT. SVCE hereby agrees to provide funding to Recipient in an amount not to exceed [Grant Amount], subject to the provisions of this Agreement (“Grant Funds”). Such Grant Funds shall be disbursed to Recipient on a reimbursement basis. It is agreed and understood that the Grant Amount is a ceiling and that SVCE will only reimburse the allowable cost of services actually rendered as authorized by SVCE at or below the Grant Amount established herein.

3. REIMBURSEMENT OF GRANT FUNDS. Grant Funds shall be reimbursed pursuant to the following process:

A. SVCE shall reimburse Recipient for its actual and reasonable costs of constructing the Project up to the agreed upon Grant Funds.

B. Requests for payment submitted to SVCE shall include: 1) a cover letter in the agency’s letterhead summarizing the project and requested dollar amount for reimbursement 2) an itemized list of all expenditures; and 3) supporting documentation that clearly identifies the expenditure(s) in relation to the scope of the Project set forth in Exhibit A of this Agreement. Payment requests should be aggregated and submitted after Project completion.

C. SVCE shall process requests for payment and remit payment within 30 days.

D. If, in SVCE’s sole discretion, the request for payment is incomplete, inadequate, or inaccurate, SVCE may dispute the invoice for reasonable cause and hold all or a portion of the payment request until all required information is received or corrected. Any penalties imposed Item 1e
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on the Recipient by a contractor, or other consequence, because of delays in payment or other breach of the agreement between the Recipient and the contractor are the responsibility of the Recipient and are not reimbursable under this Agreement.

E. Unless otherwise authorized by SVCE in writing, Recipient shall submit all documentation of Project completion, including a final request for payment, within sixty (60) days of Project completion.

F. Final payment of remaining Grant Funds, including any amounts withheld from previous payments, shall be paid up to the total amount of the actual Project cost, not to exceed the Grant Funds amount set forth in this Agreement, upon completion of the Project, receipt of the final report and final request for payment from the Recipient in a form and content satisfactory to SVCE.

4. USE OF GRANT FUNDS. Recipient shall use the Grant Funds to support the Program as set forth in Exhibit A. Any use(s) of Grant Funds not contemplated in this Agreement must be approved in writing by SVCE. This Agreement was awarded to Recipient based on the application submitted by Recipient with the intention that the awarded funds would be used to implement the Project as described in Exhibit A. Any substantive deviation during Project implementation may require reevaluation or result in loss of funding. In no event shall
Recipient’s Grant Funds or scope of work be increased. If Recipient knows or should have known that substantive changes to the Project will occur or have occurred, Recipient will immediately notify SVCE in writing. SVCE will then determine whether the Project is still consistent with the overall objectives of the Program and whether the changes would have negatively affected the Project ranking during the Grant evaluation process. SVCE reserves the right to have Grant Funds withheld from Recipient, or refunded to SVCE, due to Recipient’s failure to satisfactorily complete the Project or due to substantive changes to the Project.

5. TERM. This Agreement shall commence on the Effective Date, and shall remain and continue in effect until the final Grant Funds are paid to Recipient, unless sooner terminated pursuant to the provisions of this Agreement. Project completion dates shall not be extended unless SVCE determines, in its sole discretion, that extenuating circumstances justify an extension. Projects must be complete no later than [ENTER PROGRAM END DATE].

6. REPORTING AND RECORDS. Recipient agrees to cooperate with SVCE and provide requested information, if any, related to the use of Grant Funds and the Project, including for the purposes of SVCE’s evaluation, measurement, and verification activities for the Program. Recipient will cooperate in good faith with SVCE or its authorized representative in performing evaluation, measurement and verification (EM&V) of the Program. Information accessed for EM&V may include, but is not limited to, onsite verification of Project operation, Program compliance, and Project records, analysis of facility billing metered data, analysis of data collected from facility-owned submetering, and collection of supplementary metered data on- site. All information collected will be held confidentially and will be used by SVCE or its authorized representative for Program analysis purposes only. Recipient is responsible for ensuring, through a separate agreement between Recipient and property owner, that property owner shall cooperate with SVCE to provide any documentation and assist in analysis and provide access to the Project site at reasonable times, during the construction of the Project and for a period of up to two (2) years from the completion of the Project. During the course of the Item 1e
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Project and for three (3) years thereafter from the receipt of the final Grant Funds, the Recipient agrees to maintain, intact and readily accessible, all communications, data, documents, reports, records, contracts, and supporting materials relating to the Project, as SVCE may require. The Recipient agrees to have financial and compliance audits performed as SVCE may require.

7. LEGAL RESPONSIBILITIES. Recipient shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance under this Agreement. Recipient shall at all times observe and comply with all such ordinances, laws and regulations. SVCE, and its officers and employees, shall not be liable at law or in equity occasioned by failure of Recipient to comply with this Section.

8. PREVAILING WAGES. By accepting the Grant Funds, Recipient as a material term of this Agreement shall be fully responsible for complying with all California public works requirements including but not limited to payment of prevailing wage. Therefore, as a material term of this Agreement, to the extent required by California law, Recipient shall ensure that prevailing wages are paid, that the project budget for labor reflects these prevailing wage requirements, and that the project complies with all other requirements of prevailing wage law, including that Recipient’s subcontractors also comply with all applicable public works/prevailing wage requirements.

9. PROCUREMENT. At minimum, Recipient shall abide by Recipient’s purchasing regulations and policies and all California laws and regulations in procuring goods or services where the costs are eligible for reimbursement under this Agreement.

9. CALIFORNIA PUBLIC RECORDS ACT. Recipient acknowledges that SVCE is subject to the California Public Records Act (Gov. Code § 7920.000 et seq.). SVCE acknowledges that Recipient may submit information to SVCE that Recipient considers to be confidential, proprietary, or trade secret information. Only such information clearly designated in writing as “confidential” shall be deemed “Confidential Information.” Upon request or demand of any third person or entity (“Requestor”) for the production, inspection, and/or copying of Confidential Information, SVCE shall notify Recipient that such request has been made. Recipient shall be solely responsible for taking whatever legal steps are necessary to protect
Confidential Information and to prevent its release to the Requestor. Without limiting SVCE’s right to disclose Confidential Information as may be required by law, if Recipient takes no such action after receiving the foregoing notice from SVCE, SVCE shall be permitted to release information it deems subject to disclosure.

10. NOTICES. Any notices provided under this Agreement must be in writing and may be given either by mail or e-mail to the following addresses:

SVCE: Silicon Valley Clean Energy Authority
333 W. El Camino Real #330
Sunnyvale, CA 94087
Attention: [email protected]
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RECIPIENT: [ENTITY]
[ADDRESS]
Attention:

11. INDEPENDENT CONTRACTOR.

A. Recipient shall at all times remain as to the SVCE a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Recipient shall at all times be under Recipient's exclusive direction and control. Neither SVCE nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Recipient or any of Recipient's officers, employees, or agents except as set forth in this Agreement. Recipient shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the SVCE. Recipient shall not incur or have the power to incur any debt, obligation or liability whatever against SVCE, or bind SVCE in any manner.

B. No employee benefits shall be available to Recipient in connection with the performance of this Agreement. Except for the fees paid to Recipient as provided in the Agreement, SVCE shall not pay salaries, wages, or other compensation to Recipient for performing services hereunder for SVCE. SVCE shall not be liable for compensation or indemnification to Recipient for injury or sickness arising out of performing services hereunder.

12. INDEMNIFICATION; WAIVER. Recipient shall indemnify, protect, defend and hold harmless SVCE, its elected officials, officers, employees, volunteers, and representatives from any and all suits, claims, demands, losses, defense costs or expenses, actions, liability or damages of whatsoever kind and nature which SVCE, its officers, agents and employees may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Recipient’s acts or omissions arising out of or in any way related to the performance or non-performance of this Agreement. Recipient expressly waives the provisions of California Civil Code section 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” This Section shall survive the terminate of this Agreement.

13. INSURANCE.

A. On or before the commencement of the term of this Agreement, Recipient shall furnish SVCE with certificates showing the type, amount, class of operations covered, effective dates, and dates of expiration of insurance coverage in compliance with the requirements in this Section. Recipient shall maintain such coverage in full force at all times for the duration of this Agreement, at its sole cost and expense. Nothing herein shall be construed as a limitation on Recipient indemnification obligations under this Agreement.

B. Recipient shall maintain the following minimum insurance coverages:
1) Workers’ compensation, as required by the State of California; 2) Commercial general liability coverage with minimum limits of $3,000,000 per occurrence and $5,000,000 aggregate for bodily injury and property damage. ISO occurrence Form CG 0001 or equivalent is required;
3) Comprehensive automotive liability coverage with minimum limits of Item 1e
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$1,000,000 per accident for bodily injury and property damage. ISO Form CA 0001 or equivalent is required.

C. Such coverages shall be issued by an insurer(s) licensed to conduct business in the State of California, with a minimum A.M. Best’s Insurance Rating of A:VII unless otherwise approved in writing as satisfactory to SVCE. The Recipient may satisfy its obligations under this Section through self-insurance.

D. The insurance limits required by SVCE are not represented as being sufficient to protect Recipient. Recipient is advised to confer with its insurance broker to determine adequate coverage for Recipient.

14. DEFAULT AND TERMINATION. Should an Event of Default occur, SVCE shall provide a notice of default to Recipient and shall give Recipient at least fifteen (15) calendar days from the date the notice is sent to cure the Event of Default. If Recipient fails to cure the Event of Default within the time prescribed, SVCE may, at SVCE’s sole discretion, withhold Grant Funds not yet disbursed hereunder, require the return or repayment of Grant Funds already disbursed, and/or terminate this Agreement by written notice which shall be effective upon receipt by Recipient. “Event of Default” shall mean the occurrence of any one or more of the following events by Recipient: (a) any false statement, representation, or warranty contained in this Agreement, the Application, or any other document submitted to SVCE; (b) failure to comply with applicable laws; (c) a failure to maintain in effect any policy of insurance required under this Agreement; or (d) a material breach of this Agreement.

15. NON-APPROPRIATION. Recipient acknowledges that SVCE is a public agency. In the event that sufficient funds for the performance of this Agreement are not appropriated by the SVCE Board of Directors in any fiscal year covered by this Agreement, this Agreement may be terminated by SVCE, without penalty, by giving notice to Recipient of such facts and of SVCE’s intention to terminate.

16. NON-WAIVER. Failure to exercise any right the SVCE may have or be entitled to, in the event of default hereunder, shall not constitute a waiver of such right or any other right in the event of a subsequent default.

17. AMENDMENT OF AGREEMENT. No modification, rescission, waiver, release or amendment of any provision of this Agreement shall be made except by a written agreement executed by the Recipient and the SVCE.

18. ASSIGNMENT PROHIBITED. In no event shall the Recipient assign or transfer any portion of this Agreement.

19. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. Any legal action brought under this Agreement must be instituted in the Superior Court of the County of Santa Clara, State of California.

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20. NO THIRD-PARTY BENEFIT. The provisions of this Agreement are for the sole benefit of the parties hereto and confer no rights, benefits, or claims upon any person or entity not a party hereto.

21. SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

22. RECIPIENT'S AUTHORITY. Recipient represents and warrants that (a) it has the power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the person who executes this Agreement on its behalf has the necessary authority to bind Recipient; and (c) neither the execution and delivery of this Agreement nor the performance of its obligations hereunder will constitute a violation of, a default under, or conflict with any term of any governance documents or other agreements to which it is bound.

23. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. Faxed and PDF counterpart signatures are sufficient to make this Agreement effective.

24. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material.

25. COMMUNICATIONS AND ENGAGEMENT. Recipient agrees that SVCE may use and publicize information and visual materials (photos, videos, etc.) related to this project, including (but not limited to) information and visual materials provided in this application, updates, or follow-up information. Recipient will coordinate in good faith with SVCE on follow- up activities, such as interviews, outreach coordination, photo or video shoots, requests for additional information, and the design of educational materials and signage related to the project. Recipient will work with SVCE to schedule all coordination and activities within a determined and mutually agreed-upon time frame and understand that refusal or failure to collaborate on marketing and outreach may result in termination of the funding.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.

SILICON VALLEY CLEAN ENERGY AUTHORITY
NAME:

TITLE:

APPROVED AS TO FORM:

NAME:

TITLE:
[RECIPIENT]
By:

Name:

Title:

By:

Name:

Title:
[*Note: Signatures of two corporate officers are required for corporations – First signature must be one of the following: 1) the chairman of the board; 2) the president; or 3) any vice president. The second corporate signature must be one of the following: 1) the secretary; 2) any assistant secretary; 3) the chief financial officer; or 4) any assistant treasurer. Signature of City Manager is required for cities.]
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EXHIBIT A
[Attach Grant Form]
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Staff Report – Item 1f
Item 1f: Adopt Resolution Amending SVCE’s Energy Risk Management Policy From: Monica Padilla, CEO
Prepared by: Amrit Singh, CFO and Director of Administrative Services Scott Wrigglesworth, Director of Risk & Analytics
Date: 3/12/2025

RECOMMENDATION
Staff recommends that the Silicon Valley Clean Energy (SVCE) Board of Directors (Board) adopt Resolution 2025-05 approving revisions and amending SVCE’s Energy Risk Management (ERM) Policy.

EXECUTIVE COMMITTEE RECOMMENDATION
The Executive Committee (Committee) received a presentation from staff at the February 28, 2025 meeting outlining the proposed revisions to the policy. The Committee had no concerns, and voted unanimously to recommend that the Board approve the policy. There were also no objections from committee members on including the item on the Consent Calendar, and a request was given to staff to include the Committee presentation in Board meeting materials as an attachment.

BACKGROUND
The purpose of the ERM Policy (Policy) is to set the framework for managing market and credit risks associated with energy procurement activities and delegation of such procurement to the Chief Executive Officer (CEO).

The Policy designates responsibility for risk identification, measurement, management, and reporting. It establishes the framework to ensure risks are appropriately managed and that SVCE achieves its mission and adheres to policies established by the Board. The Policy does not cover procurement of resources greater than five-years in term which require Board-approval.

The Policy requires that it be reviewed and updated as needed at least every two calendar years. The last formal review of the policy occurred on August 9, 2023.

ANALYSIS & DISCUSSION
SVCE staff found that the current Policy is comprehensive but recommends the following changes to further strengthen risk management controls, clarify existing policy, and reflect current energy procurement activities.

Throughout Policy Document - General Improvements Edits Change: Grammatical improvements and choice of wording (e.g. change reference of SVCE as a “corporation” to “agency”; change reference to CEO as “he” to “they”, etc.) and changed references to “ERM Policy” to “ERM Policy & Standards”.

Justification: Consistent with SVCE’s overall review of policies, the ERM Policy will now have an accompanying set of CEO-approved Standards to provide staff detailed guidance on operational elements not appropriate for a policy document.

Item 1f
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Section 2 – Risk Management Goals
Change: Clarified that risk management principles include transactions for compliance and clean directives.

Justification: Sometimes there are trade-offs required associated with compliance and clean directives that may be required but do not solely related to cost and risk.

Section 3.3 – Net Revenue Risk
Change: Included the financial impacts of the Power Cost Indifference Adjustor (PCIA) and indexed retail rates (such as, currently, the PG&E generation rate) in determination of Net Revenue Risk
Justification: Stress tests, backcasts, forecasts, and observed financial results all demonstrate that SVCE experiences Net Revenue impacts related to market price levels and their corresponding effect on the PCIA and indexed generation rate.

Section 4.1 – Segregation of Duties
Change: Clarified that back-office functions can be combined with other functions and/or delegate to third parties if organizational capabilities and expertise do not allow for internal staff segregation of duties (beyond just inadequate resources); and noted that this determination may be made by the CEO and/or CFO.

Justification: Although staffing levels have increased, staff capabilities and levels may not entirely permit for exclusive management by an individual or dedicated department for back office workload.

In the interest of being prudent stewards of resources the CEO and CFO may allow employees or vendors to contribute duties non-exclusively while preserving segregation of roles in front, middle and back-office tasks. For example, back office functions currently report up through the Deputy Director of Power Resources who is also involved in front office activities like PPA procurement and negotiations. This employee has depth of experience in back-office activities.

That experience is valuable in guiding and advising staff on back-office activities. In a larger organization back office functions would likely have a dedicated director who would be uninvolved in front office activities.

Section 4.2 – Additional Internal Controls
Change: Explicitly listed confirmations as part of the internal control process Justification: Simply an item of clarification
Section 5.1 – Risk Measurement Metrics and Reporting
Change: Moved references to specific metrics and stress tests monitored to the Standards Justification: Metrics may need to be readily updated for changed as business, regulatory or market conditions change over time. A move to Standards for the definition of these items allows for SVCE to more responsively react to those changes as conditions warrant.

Section 5.3 – Market Price Risk
Change: Moved definitions of Net Open Position evaluation process to Standards document Justification: The ERM Standards is the best place to house explanatory content Section 5.5 – Counterparty Credit and Performance Risk
Change: Moved execution related direction to Standards
Item 1f
Agenda Item: 1f Agenda Date: 3/12/2025

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Justification: Actual methods related to counterparty monitoring are best maintained in the new Standards document.

Section 6.1 – Trader Authorization Process
Change: Added reference to the Standards as the place for the detailed steps of the Authorization process. Affirmed in Policy that Standards will ensure traders have the required experience and training to transact on behalf of SVCE.

Justification: Actual methods related to trader authorization are best maintained in the new Standards document.

Section 6.4 – Tolerance Bands
Change: Stated that the PCIA and any other index rate (e.g. discounted generation rate) may count toward determination of Net Open Position hedge ratios, and eliminated the prompt quarter min and max tolerance band.

Justification: Stress tests, backcasts, forecasts, and observed financial results all demonstrate that SVCE experiences Net Revenue impacts related to market price levels and their corresponding effect on the PCIA and indexed generation rate; as such and as appropriate, these should be accounted for in hedge ratios. The prompt quarter tolerance band did not provide material change to the balance of year tolerance band, and the Standards will provide more granular guidance on near-term hedge ratio levels.

Section 6.5.4 – Limits of Authority Delegated to Authorized Personnel by the CEO Change: Moved instruction on business process for communication of Portfolio Plans around delegation of Authority to the Standards; Clarified that delegated authority is per transaction and that the Energy Notional Value Limits are cumulative.

Justification: The ERM Standards is the best place to house business process documentation. The clarifications on transactions and cumulative limits are helpful as new employees reading Policy sought clarification of that which was otherwise institutional knowledge and understood.

Section 7.3 – Internal Risk Oversight Committee (IROC)
Change: Move the definition of the IROC to a standard
Justification: The ERM Standards is the best place to house business process documentation.

Appendix A – Trader Attestation
Change: Added reference of the Standards for the attestation Justification: Warranted as the ERM Standards are where business process and other elements are now defined.

STRATEGIC PLAN
The Policy supports the goals of the Board adopted Strategic Plan. Specifically, the Policy strongly supports:
• Goal 6 - Maintain healthy financial position; avoid failures in management of market risk, credit risk, liquidity risk, operational risks, and enterprise risks. • Goal 9 – Implement industry best practices to enable data-driven decision making across the organization; enhance systems, standards and procedures to streamline business processes and improve operational effectiveness and reliability (aka SVCE 3.0).

Item 1f
Agenda Item: 1f Agenda Date: 3/12/2025

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ALTERNATIVE
N/A

FISCAL IMPACT
Implementing the proposed updates to the Policy is not expected to have a fiscal impact.

ATTACHMENTS

1. Resolution 2025-05 Amending the Authority’s Energy Risk Management Policy

2. Energy Risk Management Policy (Redline)

3. Energy Risk Management Policy (Clean)

4. Feb. 28, 2025 Presentation to the Executive Committee Item 1f
Resolution 2025-05 -1-

SILICON VALLEY CLEAN ENERGY AUTHORITY
RESOLUTION NO. 2025-05

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

MANAGEMENT POLICY

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

WHEREAS, the Silicon Valley Clean Energy Authority (“SVCE”) was formed on March 31, 2016, pursuant to a Joint Powers Agreement to promote, develop, conduct, operate, and manage energy programs in Santa Clara County; WHEREAS, launch of service for Phase I occurred in April 2017, and launch of service for the remaining Phases occurred in July 2017; WHEREAS, SVCE first adopted an Energy Risk Management Policy in February 2017, which allowed SVCE to transact in the California Independent System Operator (CAISO) congestion market;
WHEREAS, on May 10, 2017, the Board approved an updated and expanded Energy Risk Management Policy (“Policy”) to incorporate other provisions to address key issues such as trading authority, credit risk and hedging; WHEREAS, on January 9, 2019, the Board approved further revisions to the Policy to clarify the purpose of the Policy, simplify the document by eliminating operational items, and provide clear delegation of authority within the Policy; WHEREAS, by Resolution No. 2019-03 the Board delegated the authority to the CEO to execute confirmation agreements pursuant to Board-approved Master Agreements with several electricity suppliers, including (a) granting the Chief Executive Officer (“CEO”) authority to enter into confirmations for terms not greater than 60 months and (b) limiting the CEO’s transaction authority to purchases of product consistent with forecasted load and within the Energy Net Open Position Tolerance Bands as defined in the Policy and further directed by that Policy; WHEREAS, by Resolution No. 2021-25 the Board approved further revisions to the Policy to update hedging tolerance bands, clarify portfolio management objectives, enhance reporting exceptions to compliance with Policy, add requirements to conduct stress tests, streamline the Resource Adequacy board delegation section, add requirements for staff to acknowledge Policy and declare conflict of interest; WHEREAS, by Resolution No 2023-13, the Board approved further revisions to the Policy that further strengthen risk management controls, clarify existing policy and, updates it for current energy procurement activities Item 1f
Attachment 1
Resolution 2025-05 -2-
WHEREAS, staff has provided to the Board, and the Board has reviewed, the attached revisions to the Policy that updates Net Revenue Risk and hedge levels to include the financial impacts of the Power Charge Indifference Adjustment and any other indexed rates, updates Net Open Position Tolerance Bands, moves some operational elements to ERM Standards and clarifies existing policy, and makes minor corrections.

NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE SILICON

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

Section 1. The Board hereby amends the Energy Risk Management Policy as provided for in Exhibit A.

ADOPTED AND APPROVED this 12th day of March 2025, by the following vote:

JURISDICTION NAME AYE NO ABSTAIN ABSENT
City of Campbell Director Scozzola
City of Cupertino Director Fruen
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 Barbadillo
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:
__________________________________
Secretary
Item 1f
Attachment 1
Energy Risk Management Policy
Proposed for Adoption:

August 9,2023 March
12, 2025
Item 1f
Attachment 2
Prosposed ERM Policy - Redline

SILICON VALLEY

CLEAN ENERGY
2 Proposed for Adoption: March 12, 2025
Table of Contents
Contents
1 General Provisions .................................................................................................3

1.1 Background and Purpose of Policy .....................................................................3

1.2 Scope of Business and Related Market Risks .......................................................3

1.3 Policy Administration .......................................................................................4

1.4 Policy Distribution ...........................................................................................4

1.5 Acknowledgement of ERM ................................................................................4 2 Risk Management Goals..........................................................................................4 3 Definition of Market Risks .......................................................................................5

3.1 Mark-to-Market Risk ........................................................................................5

3.2 Market Price Risk ............................................................................................5

3.3 Net Revenue Risk............................................................................................6

3.4 Counterparty Credit and Performance Risk.................................................................6

3.5 Load and Generation Volumetric Risk .................................................................7

3.6 Operational Risk..............................................................................................7

3.7 Liquidity Risk ..................................................................................................7

3.8 Regulatory/Legislative Risk...............................................................................8 4 Internal Control Principles .......................................................................................8

4.1 Segregation of duties.......................................................................................8

4.2 Additional Internal Controls ..............................................................................9 5 Risk Management Business Practices ...................................................................... 10

5.1 Risk Measurement Metrics and Reporting ......................................................... 10

5.2 Mark-to-Market Risk ...................................................................................... 11

5.3 Market Price Risk .......................................................................................... 11

5.4 Net Revenue Risk.......................................................................................... 12

5.5 Counterparty Credit and Performance Risk ....................................................... 12

5.6 Load and Generation Volumetric Risk ............................................................... 12

5.7 Operational Risk............................................................................................ 12

5.8 Liquidity Risk ................................................................................................ 13

5.9 Regulatory/Legislative Risk............................................................................. 13

5.10 Reporting..................................................................................................... 13 6 Authorized Transaction and Trading Limitations ....................................................... 13

6.1 Trader Authorization Process .......................................................................... 13

6.2 Approved Markets ......................................................................................... 14

6.3 Approved Transactions................................................................................... 14

6.4 Tolerance Bands ........................................................................................... 14

6.5 Authorized Trading Limits............................................................................... 15

6.5.1 Transacting Authority Retained by the Board .............................................. 15

6.5.2 Authority Delegated to the CEO by the Board ............................................. 15

6.5.3 Resource Adequacy Authority Delegated to the CEO by the Board ................. 16

6.5.4 Limits of Authority Delegated to Authorized Personnel by the CEO ................. 16

6.6 Conflict of Interest............................................................................................ 17 7 Risk Management Policy Governance ...................................................................... 18

7.1 SVCE Board of Directors................................................................................. 18

7.2 Risk Oversight Committee .............................................................................. 18

7.3 Internal Risk Oversight Committee .................................................................. 18 8 Appendix A: Notice of Conflict of Interest................................................................ 19 Item 1f
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3 Proposed for Adoption: March 12, 2025
1 General Provisions

1.1 Background and Purpose of Policy
Silicon Valley Clean Energy’s (SVCE) mission is to reduce dependence on fossil fuels by providing carbon free, affordable, and reliable electricity and innovative programs for the SVCE community.

This Energy Risk Management Policy (Policy) has been developed to help ensure that SVCE achieves its mission and adheres to policies established by the SVCE Board of Directors (Board), power supply and related contract commitments, good utility practice, and all applicable laws and regulations. SVCE is not engaged in the power supply business for profit and is, therefore, precluded by this Policy from engaging in many of the risk-taking activities typical to an organization orientated solely toward profit maximization.

This Policy defines SVCE’s general energy risk management framework and provides management with the authority to establish processes for monitoring, measuring, reporting, and controlling market and credit risks to which SVCE is exposed in its normal course of business.

1.2 Scope of Business and Related Market Risks
SVCE provides energy to retail customers in its service territory that entails business activities such as; bilateral purchases and sales of electricity under short-, medium- and long-term contracts; scheduling of load and generation of electricity into California Independent Systems Operator (CAISO) markets; retail marketing of electricity to consumers within its service territory; compliance with voluntary objectives and regulatory requirements as it relates to carbon free and renewable portfolio standard (RPS) compliant energy; participation in CAISO Congestion Revenue Rights (“CRRs”) market; managing the balance of load and generation over short, medium and long term horizons; and compliance with California Public Utilities Commission (CPUC) Resource Adequacy (RA) requirements.

Examples of energy market risks include, but are not limited to, the following:
• Mark-to-Market Risk
• Market Price Risk
• Net Revenue Risk
• Counterparty Credit and Performance Risk
• Load and Generation Volumetric Risk
• Operational Risk
• Liquidity Risk
• Regulatory/Legislative Risk
This Policy focuses on the following:
• Risk Management Goals and Principles
• Definitions of Risks
• Internal Control Principles
• Risk Management Business Practices
• Authorized Transaction and Trading Limitations
• Risk Management Governance
Item 1f
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This Policy does not address the following types of general business risk, which are treated separately in other official policies, ordinances, and regulations of SVCE: fire, accident and casualty; health, safety, and workers’ compensation; cybersecurity, general liability; and other such typically insurable perils. The term “risk management,” as used herein, is therefore understood to refer solely to energy market risks as herein defined, and not those other categories of risk.

1.3 Policy Administration
This Energy Risk Management Policy (Policy) is adopted by the SVCE Board of Directors and will be reviewed and updated as needed at least every two calendar years by SVCE’s Board.

The CEO is responsible for implementation of the Policy. The CEO is also responsible to develop Energy Risk Management Guidelines (Guidelines), which is required for staff to follow to implement the Policy.

1.4 Policy Distribution
This Policy shall be distributed to all SVCE employees and third-party contractors who are engaged in the planning, procurement, sale and scheduling of electricity on SVCE’s behalf and/or in other SVCE departments providing oversight and support for these activities.

1.5 Acknowledgement of ERM
All SVCE staff participating in any activity or transaction within the scope of the ERM shall sign, upon joining or upon any material revision of the ERM policy and standard, that such SVCE representative has:

Read the ERM;
Understands the terms and agreements of said ERM;
Will comply with said ERM;
SVCE employees who are within the scope of the ERM understand that any violation of said ERM may subject the employee to discipline up to and including termination of employment.;
2 Risk Management Goals
Although SVCE does not engage in risk-taking activities typical in a for-profit organization, certain risks are incidental to the normal power supply operations and hedging activities.

SVCE’s policy is to manage risk inherent with serving load, including the risks associated with normal cost-hedging activities, those associated with participation in wholesale markets in general and the CAISO in particular.

The goals of energy risk management shall be to:

1. assist in achieving the business objectives in the Strategic Plan, Integrated Resource Plan (IRP) and Cash Reserve Policy including retail rate stability and competitiveness and the accumulation of financial reserves;

2. avoid losses and excessive costs which would materially impact the financial condition of SVCE;

3. establish the parameters for energy procurement and sales activity to obtain the best possible price while ensuring compliance with Board-approved policies;

4. identify specific cost, regulatory and legislative risks that could adversely affect SVCE’s ability to achieve its business objectives, and to the extent possible, quantify Item 1f
Attachment 2
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5 Proposed for Adoption: March 12, 2025
and measure performance against those risks;

5. assist in assuring that market activities and transactions are undertaken in compliance with established procurement authorities, applicable laws, regulations and orders;

6. encourage the development and maintenance of an agency corporate culture at SVCE inwhich the proper balance is struck between control and facilitation and in which professionalism, discipline, technical skills, and analytical rigor come together to achieve SVCE objectives; and

7. manage business risks to acceptable levels consistent with retail rate-setting, resource procurement and cash reserve management.

SVCE manages its energy resources and transactions to provide its customers with low-cost renewable, carbon free and other energy while at the same time minimizing risks. The risk management principles that SVCE will use include:

1. Undue exposure to CAISO or bilateral energy market volatility for the purpose of potentially achieving lower costs but at the risk that costs may, in fact, be much higher, will not be accepted.

2. Procurement and hedging strategy will be determined by analytical methods supplemented by experienced judgement. SVCE will use that experienced judgement and its analytical tools to assess system cost drivers such as weather, short term energy prices, load variation and operational constraints to manage timing and quantity of purchases and sales of energy and related services, consistent with the limits identified in this Policy.

3. When actions are taken that are consistent with this ERM Policy and supporting Standards and for the combined goal of low costs and optimized risk, those actions are considered to be consistent with the objectives of this ERM Policy and supporting Standards.

4. SVCE will not engage in transactions, without proper authorization, whose purpose is not tied to managing compliance, clean directives, costs and risks or are outside of the limits identified in this Policy.
3 Definition of Market Risks
The term “market risks,” as used here, refers specifically to those categories of risk which relate to SVCE’s participation in wholesale and retail markets as a Load Serving Entity (LSE) and its interests in long-term contracts. Market risks include market price risk, counterparty credit and performance risk, load and generation volumetric risk, operational risk, liquidity risk, and regulatory and legislative risk. These categories are defined and explained as follows.

3.1 Mark-to-Market Risk
Mark-to-Market risk is the risk that wholesale trading positions, long-term supply contracts and generation resources may move “out of the money,” that is, become less valuable in comparison with similar positions, contracts, or resources obtainable at present prices.

These same positions can also be “in the money” if they become more valuable in comparison to similar positions, contracts, or resources obtainable at present market prices.

This valuation methodology is commonly referred to as “Mark-to-Market.” If SVCE is “out of the money” on a substantial portion of its contracts, it may have to charge higher retail rates. This may erode SVCE’s competitive position and market share if other market participants (e.g., Direct Access providers or PG&E) are able to procure power at a lower cost and offer lower retail electricity rates.

3.2 Market Price Risk
Item 1f
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Market Price risk is the risk that market prices change, resulting in changes to energy procurement cost. For example, the cost for the unhedged portion of a supply portfolio (net open position) will increase when market prices increase. Conversely, if resources are in excess to needs and market prices fall, the revenue expected from the sale of the surplus resources will decrease. In addition, uncertain market price relationships (locational risk) affect SVCE’s procurement costs.

A subcomponent of market price risk is market liquidity. Illiquid markets make it more difficult to buy or sell a commodity and can result in higher premiums on purchases or deeper discounts on sales.

Another dimension of market price risk is congestion risk. Congestion risks arise from the difference between the prices SVCE pays the CAISO to schedule its load and the prices SVCE receives from the CAISO for energy delivered by SVCE’s suppliers.

3.3 Net Revenue Risk
Net Revenues are the total of all revenues received (from retail sales to customers and from the sale of any energy products that were surplus or unneeded), including any calculated financial impacts from the Power Charge Indifference Adjustment (PCIA) and any retail rate(s) indexed to any other rate(s) and/or component(s) such as PG&E rate(s), less the total costs (including the costs of long-term contracts, forward transactions, and spot market purchases plus all other operating costs). Net Revenue Risk is the risk that any of those factors—revenues or costs—changes (e.g. changes in market prices or retail sales volumes,or failures of counterparties). Net Revenue is the “bottom line” for SVCE as it determines the financial viability of the authority.

3.4 Counterparty Credit and Performance Risk
Performance and credit risk refers to the inability or unwillingness of a counterparty to perform according to its contractual obligations or to extend credit. Failure to perform may arise if an energy supplier fails to deliver energy as agreed. There are four general performance and credit risk scenarios:

1. counterparties and wholesale suppliers may fail to deliver energy or environmental attributes, requiring SVCE to purchase replacement products elsewhere, possibly at a higher cost;

2. counterparties may fail to take delivery of energy or environmental attributes sold to them, necessitating a quick resale of the product elsewhere, possibly at a lower price;

3. counterparties may fail to pay for energy or environmental attributes delivered; and

4. counterparties and suppliers may refuse to extend credit to SVCE, possibly resulting in higher collateral posting costs impacting SVCE’s cash and bank lines of credit.

An important subcategory of credit risk is concentration risk. When a portfolio of positions and resources is concentrated in one or a very few counterparties, sources, or locations, it Item 1f
Attachment 2
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7 Proposed for Adoption: March 12, 2025
becomes more likely that major losses will be sustained in the event of non-performance by a counterparty or supplier or as a result of price fluctuations at one location.

3.5 Load and Generation Volumetric Risk
Energy deliveries must be planned for based upon forecasted load adjusted for distribution line losses. SVCE forecasts load over the long and short term and enters into long- and short-term fixed-price energy contracts to hedge its load.

Load forecasting risks arises from inaccurate load forecasts and can result in the over or under procurement of energy and/or revenues that deviate from approved budgets. Energy delivery risk occurs if a generator fails to deliver expected or forecast energy. Variations in wind speed and cloud cover can also impact the amount of electricity generated by solar and wind resources, and occasional oversupply of power on the grid can lead to curtailment of energy deliveries or reduce revenue as a result of low or negative prices at energy delivery points. Weather is an important variable that can result in higher or lower electricity usage due to heating and cooling needs.

In the CAISO markets this situation can result in both oversupply and undersupply of electricity relative to SVCE’s load and the over or under scheduling of generation or load into the day ahead market relative to actual energy consumed or delivered in the real time market. Load and generation volumetric risk may result in unanticipated open positions and imbalance energy costs. Imbalance energy costs result from differences in the price or volume of generation or load scheduled into the day ahead market when compared to the price or volume of generation or load occurring in the real time market during that time period.

3.6 Operational Risk
Operational risk consists of the potential for failure to act effectively to plan, execute, andcontrol business activities. Operational risk includes the potential for:

1. organizational structure that is ineffective in addressing risk (i.e., the lack of sufficient authority to make and execute decisions, inadequate supervision, ineffective internal checks and balances, incomplete, inaccurate, and untimelyforecasts or reporting, failure to separate incompatible functions, etc.);

2. absence, shortage or loss of key personnel or lack of cross functionalcross-functional training;

3. lack or failure of facilities, equipment, systems, and tools such as computers,software, communications links, and data services;

4. exposure to litigation or sanctions resulting from violating laws and regulations, not meeting contractual obligations, failure to address legal issues and/or receive competent legal advice, not drafting and analyzing contracts effectively, etc.; and

5. errors or omissions in the conduct of business, including failure to execute transactions, violation of guidelines and directivespolicies, standards and procedures, etc.

3.7 Liquidity Risk
Liquidity Risk is the risk that SVCE will be unable to meet its financial obligations. This can be caused by unexpected financial events and/or inaccurate pro forma calculations, rate analysis, and debt analysis. Some unexpected financial events impacting liquidity could include:

1. breach of SVCE credit covenants or thresholds; SVCE has credit covenants included in its banking and several short-term energy contracts. Breach of credit covenants or Item 1f
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8 Proposed for Adoption: March 12, 2025
thresholds could result in the withdrawal of SVCE’s line of credit or trigger the requirement to post collateral;

2. calls for collateral from the CAISO or SVCE’s counterparties based on terms of transacting agreements; and

3. from time-to-time SVCE may be the subject of legal or other claims arising from the normal course of business. Payment of a claim by SVCE could reduce SVCE’s liquidity if the cause of loss is not covered by SVCE’s insurance policies.

3.8 Regulatory/Legislative Risk
Regulatory risk encompasses market structure and operational risks associated with shifting state and federal regulatory policies, rules, and regulations that could negatively impact SVCE. Some examples are the potential increase of exit fees for customers served by Community Choice Aggregators such as SVCE that would result in higher electricity rates for SVCE’s customers, and the risk that the customers would select another supplier through an expanded Direct Access program.

Legislative risk is associated with actions by federal and state legislative bodies, such as any adverse changes or requirements that may infringe on SVCE’s autonomy, increase its costs, impact its customer base, or otherwise negatively impact SVCE’s ability to fulfill its mission. 4 Internal Control Principles
Internal controls shall be based on proven principles that meet or exceed the requirements of financial institutions and credit rating agencies and good utility practicepractices. The required controls shall include all customary and usual business practices designed to prevent errors and improprieties, ensure accurate and timely reporting of results of operations and information pertinent to management, and facilitate attainment of business objectives.

These controls are currently and shall remain fully integrated into all activities of the business and shall be consistent with stated objectives.

4.1 Segregation of duties
One of the main aspects of internal controls is the segregation of duties to ensure that the staff person that who executes a transaction is not the same person that who evaluates or settles the transaction. Appropriate segregation of duties is to be established and maintained throughout the system of controls over financial risks. Senior management must be diligentin ensuring that appropriate segregation of duties is adhered to within the context of organizational changes, while considering staffing limitations, SVCE’s business model as a cost hedger, and the overall level of transactions with counterparties.

Segregation of dutiesand functions between front, middle, and back-office activities is generally as follows:
• The Front Office is directly involved in resource planning, product procurement and sales transactions, and implementation of strategies within authorized limits. • The Middle Office’s functions are related to risk management and counterparty credit. The primary responsibility is to ensure that all products utilized and transaction activities are undertaken in compliance with current policy. • The Back Office is comprised of those functions responsible for verification and, validation of accounting, processing, reconciling, and settling of all transactions.

Controls over inputs and systems operations are of particular importance in ensuring the integrity of data used in risk control and management. In all cases, there will be an Item 1f
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appropriate segregation of duties or oversight to reduce the risk of error and/or fraud.

To the maximum extent practicable given SVCE’s business model and level of staffing, Front-Office activities will be functionally independent from Middle and Back Office activities. As a result, the Front Office will generally neither perform nor supervise Middle-Office Risk Management activities, or Back Office financial accounting or settlements. The Director of Power Resources is responsible for ensuring the Front Office’s ability to perform tasks in compliance with this Policy. This arrangement will provide independent and regular management oversight for both risk-taking and risk-control activities. It will also allow for a clear separation of duties between the Front-Office transacting and Middle Office risk-controlfunctions.

To the maximum extent practicable given SVCE’s business model and level of staffing, Middle Office activities will be functionally independent from all Front Office and Back Office activities. The Middle Office will have primary responsibility for risk management oversight and policy and standards development and compliance. If there are not adequate resources necessary to fully support a Middle Office, this function may be combined with another function, or be supported by qualified third party or be supported by qualified third-party advisors, provided that appropriate segregation of duties or sufficient internal controls are maintained at all timesalways maintained.

To the maximum extent practicable given SVCE’s business model and level of staffing, Back Office settlement activities will be functionally independent from all Front Office and Middle Office activities. The Back Office will have primary responsibility for all transaction confirmation, accounting, and reconciliation processes. If there are not adequate resourcesorganizational capability and expertise do not allow necessary to fully exist within a support a Back Office, this function may be combined with another function, or be supported by qualified third third-party advisors, provided that appropriate segregation of duties or sufficient internal controls are maintained at all times. This determination may be made by the CEO and/or CFO.

4.2 Additional Internal Controls
Besides segregation of duties, additional required operational control principles include the following, which the CEO shall implement by incorporating them into the ERM Guidelines and proceduresStandards:

1. Delegation of authority that is commensurate with responsibility and capability, and relevant training to ensure adequate knowledge to operate in and comply with rules associated with the markets in which they transact (e.g., CAISO). Contract origination, commercial approval, confirmation, legal review, invoice validation, and transaction auditing shall be performed by separate staff or contractor for any single transaction. No single staff member shall perform all these functions on any transaction.

2. Defining authorized products and transactions (see Section 6.3).

3. Defining procurement authority for any transactions for which procurement authority has not already been explicitly granted as set forth in SVCE’s Purchasing Policy and any Board Resolution delegating energy procurement authority (e.g. Resolution 2016-15 which delegates authority to the CEO to execute confirmation agreements with energy service providers with whom SVCE has executed Master Agreements).

4. Defining proper trade capture process for executing power supply contracts.

5. Complete and precise capture of transaction and other data, with standardization of electronic and hard copy documentation.

6. Meaningful summarization and accurate reporting of transactions and other activity at regular intervals.

Item 1f
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7. Consultation with legal counsel on all legal issues related to this Policy.

8. Timely and accurate risk and performance measurement at regular intervals.

9. Regular compliance review to ensure that this Policy and the Guidelines are adhered to, with specific guidelines for resolving instances of noncompliance.

10. Active participation by senior management in risk management processes. 5 Risk Management Business Practices

5.1 Risk Measurement Metrics and Reporting
A vital element of this Policy is the regular identification, measurement, and communication of risk. To effectively communicate risk, all risk management activities must be monitored on a frequent basis using risk measurement methodologies that quantify the risks associated with SVCE’s procurement-related business activities and performance relative to goals. SVCE measures and updates its risks using a variety of tools that model programmatic financial projections, market exposure and risk metrics, as well as through short term budget updates.

SVCE seeks to minimize financial exposure to higher-volatility spot market wholesale electricity using rolling hedges and net open position percentage bands. Financial exposure creates budget uncertainty. To mitigate the financial exposure to short-time horizon price volatility, SVCE continually reduces its financial exposure by reducing the quantity of energy in either open long or short positions. The metrics used for monitoring the portfolio are maintained in the ERM Standards.

The following items are measured, monitored, and reported:

1. Reserve Requirement Targets – on no less than an annual basis, SVCE staff will monitor SVCE’s reserves to ensure that they meet the targeted thresholds as outlined in SVCE’s Cash Reserve Policy.

2. Mark-to-Market Valuation – marking to market is the process of determining the current value of contracted supply. A mark-to-market valuation shall be performed at least on a monthly basis.

3. Exposure Reporting – calculates the notional dollar and/or probabilistic-based risk exposure of open portfolio positions at current market prices. The exposure risk calculation shall be performed at least on a monthly basis.

4. Open Position Monitoring – on a monthly basis, SVCE shall calculate/monitor its open positions for all energy and capacity products.

Consistent with the above, the Middle Office will develop reports and provide feedback to an internal the Risk Oversight Committee. Risk measurement methodologies shall be re-evaluated on a periodic basis to ensure SVCE adjusts its methods to reflect the evolving competitive landscape.

In addition to ensuring the portfolio is within the approved hedge bands, portfolio management decisions are supported by risk metrics from simulations of future market conditions, loads, and other material risk drivers for the portfolio. The following probabilistic risk metrics are regularly calculated and reported:

Net Revenue at Risk: Potential adverse changes in net revenues for a given timeperiod and confidence level.

Reserve Requirements at Risk: Potential adverse change in reserves for a given timeperiod and confidence level.

Potential Future Exposure for counterparty credit risk: Maximum Mark-to-market Item 1f
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counterparty exposures for a given time period and confidence level.

Potential Collateral Exposure: Maximum of collateral that SVCE may have to post for agiven time period and time horizon with a given counterparty.

Stress tests will are used to understand the potential variability in SVCE’s projected procurement costs, and resulting retail rate impacts and competitive positioning, associated with adverse scenarios of material risk drivers. The IROC will develop, and update as necessary, a set of plausible and forward-looking stress-tests based on SVCE’s portfolio and expected market conditions. The stress test analysis will complement other probabilistic metrics used to manage portfolio risks and its results will be distributed on at least an annual basis to the ROC.

5.2 Mark-to-Market Risk
SVCE manages its mark-to-market risk by comparing the current value of any wholesale trading positions and long-term supply contracts to the cost of the contracts. This is important if there are trading restrictions for entering into new transactions with certain counterparties based on the terms of the agreements and to counterparty credit limits.

Being aware of the Mark-to-Market of the portfolio is important as it provides an indication of the competitiveness of the portfolio.

5.3 Market Price Risk
SVCE manages market price risk by determining its Load and Resource Balance which defines forecasted load, energy under contract and SVCE’s open positions in various energy product types including renewable energy, carbon free energy, system power, and SVCE’s procurement targets.

SVCE determines its NOP by comparing the forecasted use to supply resources on a monthly basis. The NOP is exposed to potentially volatile market prices. The quantity of energy SVCE will contract for in each year is guided by the NOP tolerances. Market price risk is determined by evaluating how costs could increase (or decrease) if market prices were to reach high (or low) values.

SVCE minimizes financial exposure to higher-volatility spot market wholesale electricity prices by hedging its NOP according to the NOP tolerance bands in Section 6.4. To reduce this exposure, SVCE’s practice is to close its NOP (hedge at close to 100%) for the prompt month and quarter. The relatively tight prompt year tolerance band provides a high level of budget certainty. However, SVCE will continue to have some exposure to spot market prices due to the load changes and the difference between forecasted and actual load.

These differences result in a need to purchase or sell energy in the short-term markets.

In general, SVCE will seek to spread outladder its long-term purchases of renewable energy to diversify exposure to market conditions and reduce the risk of concentrating purchases in any one year.

For products generally purchased through short- and medium-term contracts, SVCE follows a similar strategy of diversifying contracting over the delivery horizon.

As predominantly a net buyer, SVCE manages its market liquidity risk through purchasing at different intervals and maintaining a diverse set of counterparties to transact with.

Congestion risk is managed through the contracting process with a preference for day ahead scheduling and energy delivery at the NP 15 trading hub and through resource assessment and selection. Once energy is procured SVCE manages congestion risks through the prudent Item 1f
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management of Congestion Revenue Rights (CRRs). CRRs are financial instruments used to hedge against transmission congestion costs encountered in the CAISO day-ahead market.

SVCE uses a third-party scheduling coordinator to manage its CRR portfolio. SVCE uses CRRs to reduce its exposure to congestion and other CAISO charges and will not use CRRs for speculative purposes.

5.4 Net Revenue Risk
SVCE manages net revenue risk by managing each of its contributing factors as described in other sections in this Policy—market price risk, load and generation volumetric risk, counterparty performance, etc. In addition, SVCE strives to provide competitively priced products that are valued by its customers to minimize opt- out rates. Net revenue is monitored closely so that trend changes can be identified as early as possible and corrective action can be taken as appropriate.

5.5 Counterparty Credit and Performance Risk
SVCE evaluates and monitors the financial strength of service and energy providers.

Generally, SVCE manages its exposure to energy suppliers through a preference for counterparties with Investment Grade Credit ratings as determined by Moody’s and/or Standardand Poor’s and through the use of security requirements in the form of cash and letters of credit. SVCE measures its mark-to-market counterparty credit exposure consistent with industry best practices with methodology documented in ERM Standards.

Additionally, SVCE manages counterparty credit risk by monitoring and controlling collateral, letters of credit and other forms of credit calls on the agency as well as paying bills in a timely fashion to avoid defaulting on any term of an agreement. The ERM sStandards cover guidelines to assess and monitor counterparty creditworthiness, counterparty credit exposures, counterparty limits and manage counterparty and collateral call risk.

5.6 Load and Generation Volumetric Risk
SVCE manages energy delivery risks by ensuring that contracts include appropriate contractual penalties for non-delivery, acquiring energy from a geographically and technologically diverse portfolio of generating assets with a range of generation profiles.

SVCE manages load forecasting and related weather risks by contracting with qualified data management and scheduling coordinators who together provide the systems and data necessary to forecast and schedule load using good utility practice. SVCE’s load scheduling strategy, as executed by its scheduling coordinator, ensures that price risk in the day ahead and real time CAISO markets is managed effectively and is consistent with good utility practice.

SVCE has contracted for long-term electricity resources including large hydroelectricity, renewable energy and storage to meet its RPS and clean goals. For many of these contracts, SVCE has scheduling coordination responsibilities and intends to work with Central Coast Community Energy (CCCE) to manage these resources.

SVCE’s generation scheduling strategy, as executed by its scheduling coordinator and in coordination with CCCE when necessary, ensures that the resources are scheduled to produce needed PCC1 renewable energy certificates; manage curtailment risk; meet the regulatory requirements for Resource Adequacy; and optimize energy value either in the day-ahead or real time market. To effectively manage these resources, SVCE will delegate limited authority to its scheduling coordinator within the guidelines of the board-approved operating agreement. The CEO will approve an operating plan for management of each of its Power Item 1f
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Purchase Agreements.

5.7 Operational Risk
Operational risks are managed through:
• Adherence to this Policy, Standards and oversight of procurement activity; • Conformity to Employee Handbook;
• Staff resources, expertise and/or training reinforcing a culture of compliance; • Ongoing and timely internal and external audits; and
• Cross-training amongst staff
• Authorized traders and others involved in any phase of transacting are prohibited to own stock in a current or potential counterparty to avoid a conflict of interest

5.8 Liquidity Risk
SVCE manages liquidity risk through adherence to its loan and power purchase agreement credit covenants, limiting commitments to provide security consistent with the Guidelines, ensuring it has adequate loan facilities, prudent cash and investment management, and adherence to its Cash Reserve Policy. SVCE monitors its liquidity (defined as unrestricted cash, investments and unused bank lines of credit) no less than weekly. SVCE utilizes scenario and sensitivity analyses while preparing budget, rate, and pro forma analyses in order to identify potential financial outcomes and ensure sufficient liquidity under adverse conditions.

5.9 Regulatory/Legislative Risk
SVCE manages its regulatory and legislative risk through active participation in working groups and advocacy coalitions such as the California Community Choice Association. SVCE regularly participates in regulatory rulemaking proceedings and legislative affairs to protect SVCE’s interests.

5.10 Reporting
Reporting of critical information to relevant parties is a key component of energy risk management. Periodic reports will be provided to the ROC that shall provide sufficient details on SVCE’s transactions, NOP, market exposure, credit exposure, counterparty credit ratings, transaction compliance, and other relevant data. The frequency and content of the reports for each oversight body shall be prescribed in the Energy Risk Management GuidelinesStandards.

Compliance exceptions are actions which violate the limits, and/or the procedures developed and approved by in consultation with the ROC. For example, the risks associated with the portfolio or a specific transaction within the portfolio may fall outside of any established risk limit at a given point intime.

In the event a compliance exception occurs, the CEO willis responsible for notifying the ROC within 24 hours via email after it is identified and ensure that the Front Office prepares a report (Exception Report) for the ROC at its next meeting. The Report shall identify the issue or violation, and discuss the alternative remedial actions, document the action takenin response, and describe the steps that will be taken to prevent a Item 1f
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reoccurrence of the event.
6 Authorized Transaction and Trading Limitations

6.1 Trader Authorization Process
SVCE shall maintain steps for Trader Authorization in the ERM Standards. Standards will ensure that authorized traders have the required background, experience, training and integrity to transact on behalf of SVCE.

The Front Office shall request that the Middle Office begin the trader authorization process.

The Middle Office shall verify that the trader’s background and experience is sufficient to transact on behalf of SVCE. Before authorizing personnel to transact, the Middle Office shall:
• Determine that the trader has sufficient understanding and experience of the energy markets in which SVCE participates.

Before commencing transaction on behalf of SVCE, every trader must sign the trader integrity attestation (see Appendix A) to:
• affirm that they are not currently under investigation for market manipulation • affirm that they have not been previously investigated for market manipulation.

In addition to that, traders are expected to complete any energy risk management related training put forth by the Middle Office.

The Middle Office shall ,as part of the ERMGuidelines, maintain a list of the authorized trading personnel and records for each trader of:
• Acknowledgement of ERM Policy
• Declaration of Conflict of Interest and;
• Trader Integrity Attestation.

6.2 Approved Markets
Approved markets in which SVCE authorized traders can participate are as follows:
• California Independent System Operator (CAISO);
• Bilateral energy, attributes and capacity market;
• Western Electricity Coordinating Council (WECC); and
• California Air Resources Board (CARB) emissions/carbon auctions

6.3 Approved Transactions
Authorized transactions which SVCE authorized traders can utilize must be consistent with this Policy. Transactions must be directly related to the procurement and/or administration of:
• electric energy,
• Resource adequacy products,
• Storage capacity,
• Transmission products,
• ancillary services,
• congestion revenue rights (CRRs),
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• renewable energy,
• Carbon-free energy and/or attributes
• renewable energy certificates (RECs),
• basis transactions,
• greenhouse gas emissions allowances,
• tolling agreements, & natural gas tolling agreements specifically approved by the board, • natural gas hedges needed to manage risks associated with board Bboard-approved natural gas tolling agreements. This includes use of both physical and financially settled natural gas hedges and bilateral purchases of energy products.

Prohibited transactions are those transactions that are not related to serving retail electric load and/or reducing financial exposure. Speculative buying and selling of energy products is prohibited, including the use of financial derivatives such as but not limited to futures, swaps, options, and swaptions. Speculation is defined as buying energy more than forecasted load plus reasonable planning reserves or selling energy or environmental attributes that are not yet owned by SVCE. In no event shall speculative transactions be permitted.

6.4 Tolerance Bands
Hedging its load obligation is a key function for SVCE. The primary responsibility of the Front Office is to manage the energy portfolio by purchasing energy to hedge the cost of SVCE’s load obligation and managing SVCE’s portfolio of power resources to optimize value and load obligations. As described in Section 5.3 (Market Price Risk), SVCE ladders its energy purchases over time to access the market at different times. Every six months, the Front Office produces a Portfolio Management Plan that must be approved by the CEO. The Portfolio Management Plan must describe the current portfolio position, expected generation and variability, the recommended hedging transactions, the portfolio position after the transactions, and how the portfolio will remain within the Tolerance Bands in Table 1.Energy Hedging
SVCE will maintain Net Open Position (NOP) portfolio hedge levels, inclusive of a percentage related to the PCIA and any retail rate(s) indexed to any other rate(s) and/or component(s) such as PG&E rate(s), within the tolerances outlined in Table 1 below:

Table 1 Calendar Year Energy NOP Tolerance Bands
Period* Minimum
Tolerance
Maximum
Tolerance
Prompt Quarter 85% 110%
Current Balance
of Year 80% 110%
Year 2 70% 90%
Year 3 55% 80%
Year 4 50% 80%
Year 5 50% 80%
*For example, if the current year calendar year is 2023, then Year 2 is 2024.

Resource Adequacy
SVCE must comply with the regulatory requirements for procurement of capacity products for Resource Adequacy (RA) needs. SVCE endeavors to purchase RA products over time to meet its obligation and to diversify itspurchases between suppliers and market conditions.

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Renewable Portfolio Standard and Carbon-free
With respect to purchases to meet the Renewable Portfolio Standard (RPS), SVCE is guided by its Strategic Plan, which states that purchases shall meet legislative and regulatory requirements, Board directives and shall be staggered to accommodate regulatory uncertainty, changes in load and supply price risks and that the RPS portfolio should be diversified with respect to technologies.

6.5 Authorized Trading Limits

6.5.1 Transacting Authority Retained by the Board
The Board retains the authority to approve:
• All transactions with terms of over 12 months unless it has explicitly delegated authority to the CEO;
• All transactions with terms of over 5 years; and
• Master Agreements under which the CEO is delegated authority to transact

6.5.2 Authority Delegated to the CEO by the Board
Under the Board-approved Purchasing Policy, the CEO is delegated the authority to approve and execute contracts for Energy Procurement for terms of less than or equal to 12 months, which the CEO shall timely report to the Board. In addition, under Resolution 2019-03, the Board delegates to the CEO the authority to enter into Confirmations for terms not greater than 60 months and limited to authorized transactions consistent with forecasted load and withinthe Energy Hedge Tolerance Bands (as defined in the ERM PolicyStandards).

Table 2 below lists the authorized trading limits to transact on behalf of SVCE for all non-resource adequacy related products. If the CEO delegates some of her/histheir authority, she/hethey must bedocument any such delegations in the Energy Risk Management GuidelinesStandards. Table 3 below lists the authorized annual trading limits for broker fees per broker.

Table 2: Authority Delegated to the CEO by the Board
Product Term LimitMaturity
Limit
Volume Limit Counterparty
Limits
Who
Energy,
Capacity, and
CAISO Ancillary
Services
Day
Ahead
and
Real
Time
N/A As needed to
meet SVCE’s
expected load
obligations with
the CAISO
Any
counterparty
CEO
Gas Daily N/A As needed to
meet SVCE’s
obligations for
gas tolls*
Through the
counterparty
associated
with the toll
CEO
Energy(Power)
Gas, Capacity,
CRRs,and
Environmental
Products
Up to 12
Months
18 months As needed to
meet SVCE’s
expected
load^/gas
toll*needs
(per Purchasing
Policy)
Any
counterparty
CEO
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Up to 60
months
72 months As needed to
meet SVCE’s
expected
load/gas toll*
needs
Board-approved
Master
Agreements
CEO
Over 60
months
As approved
by Board
As approved by
the Board
As approved by
the Board
Board
^may include physical IST transactions or financial derivatives *natural gas hedges needed to manage risks associated with board approved natural gas tolling agreements
Table 3: Authority Delegated to the CEO by the Board for Brokered Transactions Transaction Type Fiscal Year Limit
Brokered Transactions Fees $500K of broker fee expense
per broker

6.5.3 Resource Adequacy Authority Delegated to the CEO by the Board The CEO has the authority to meet resource adequacy requirements based on CPUC and CAISO guidelines. Failure to meet California’s RA compliance obligations may subject SVCE to hefty penalties.

To adequately and effectively meet RA requirements, the CEO needs a broad authority to transact for terms of up to five years and with a broad set of suppliers, including counterparties not under a Master Agreement. Table 4 lists the CEO’s authority for RA transactions, which may be delegated provided proper documentation is established by the CEO.

Table4: Resource Adequacy Authority Delegated to the CEO by the Board Product Term Limit Maturity Limit Volume Limit Counterparty Limit
Who
Resource
Adequacy
Up to 60
months
72 months As required to
comply
Any
counterparty
CEO

6.5.4 Limits of Authority Delegated to Authorized Personnel by the CEO The Front Office periodically prepares a needs assessment and develops a Portfolio Plan, which defines the transactions required to meet SVCE’s needs and to remain within the Tolerance Bands of Section 6.4. The CEO must approve the Portfolio Plan and may delegate some of his authority to Authorized Personnel (as determined according to the process described in Section 6.1). The CEO must approve the Portfolio Plan and may delegate some authority to Authorized Personnel. SVCE Procurement Staff may not, in any way, transact outside of delegated authority.

Although the CEO may delegate some of her/his authority to Authorized Personnel, the Boardlimits the authority she/he can delegate as shown in Table 5 below:

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Product Term Limit Notional Value Limit*
Energy, Capacity, and CAISO
Ancillary Services
Day Ahead and Real
Time
As needed to meet SVCE’s
obligations with the CAISO
Energy**
Balance of the month $5 Million
Prompt month $7.5 Million
Up to 12 months $25 Million
Resource Adequacy Products,
CRRs
Prompt month As needed to meet SVCE’s
obligations
Balance of compliance
year
As needed to meet SVCE’s
obligations
Up to 12 months $15 Million
Environmental Products (Carbon Free
and Renewable Energy Resources)
Up to 12 months $15 Million
*Notional value limits are inclusive of broker fees and represent cumulative notional value limits irrespective of the time of transaction.
** Energy Notional Value Limits are cumulative, such that the $25MM up to twelve months is in addition to the balance of month and prompt month values (and not inclusive of them).

6.6 Conflict of Interest
All SVCE employees who are involved in any aspect of transacting for energy or energy-related resources are prohibited from investing in any company with whom SVCE transacts, including those with whom it has executed enabling agreements. Prior to engaging in evaluation of, negotiation with, transacting with, or oversight of a transaction or potential transaction with any company, all involved employees must ensure that they are divested in direct holdings with that company. The ban on investment and requirement to divest is regardless of whether the investment would require disclosure on the employee’s FPPC Form 700.

SVCE employees will sign notice acknowledging policy regarding conflict of interest and report any existing or potential conflicts of interest (see Appendix A). 7 Risk Management Policy Governance

7.1 SVCE Board of Directors
The SVCE Board is responsible for adopting this Policy and reviewing it as needed every two calendar years. The Board also approves SVCE’s annual budget, contracting authorities and delegates responsibilities for the management of SVCE’s operations to its CEO.

7.2 Risk Oversight Committee
SVCE’s CEO formed the Risk Oversight Committee (ROC) and is responsible to inform the ROC about any risk management issues and to provide assurance that this Policy is implemented. The CEO shall will provide the ROC information and analysis that illustrate that alltransactions are consistent with the risk tolerances and that risk management controls and practices are sufficient to monitor and manage risks that SVCE is exposed to.

The ROC shall will meet at least once per calendar quarter, or as otherwise called to order bythe CEO.

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from time to time review the Energy Risk Management Guidelines Standards defining in detail the internal controls, strategies and processes for managing market risks incurred through or attendant upon wholesale trading, retail marketing, long-term contracting, CRR trading and load and generation scheduling. The ROC shall will receive and review information and reports regarding risk management, wholesale trading transactions, and the administration of supply contracts. The ROC will also review counterparty credit lines and cash reserves to ensure proper levels are maintained for credit, operations and liquidity. Inaddition, the ROC shall review any instances of non-compliance with any provisions of the Policy or GuidelinesStandards.

7.3 Internal Risk Oversight Committee
The CEO formed the Internal Risk Oversight Committee (IROC) to review in more detail any risk management issues that arise. The IROC comprises members of the Front, Middle, and Back Office and is used to coordinate any activities related to transacting. The IROC regularly reviews SVCE’s risks and risk management strategies and assists the CEO to ensure that proper controls are in place. The IROC is responsible to develop, approve and update Energy Risk Management Guidelines that implement the Energy Risk Management Policy.

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8 Appendix A: Acknowledgement of ERM Policy,
Declaration of Conflict of Interest and Trader
Integrity Attestation
To:______________
Acknowledgement of ERM Policy & Standards
I acknowledge that I’ve read, understand, and will comply with SVCE’s Energy Risk Management Policy & Standards.

Declaration of Conflict of Interest
I understand that I am obligated to give notice in writing to Silicon Valley Clean Energy of any interest or relationship that I may have in any counterparty that seeks to do business with Silicon Valley Clean Energy, and to identify any real or potential conflict of interest such counterparty has or may have with regard to any existing or potential contract or transaction with Silicon Valley Clean Energy, within 48-hours of becoming aware of the conflict of interest.

I would like to declare the following existing/potential conflict of interest situation arising from the discharge of my duties concerning Silicon Valley Clean Energy activities covered by the scope of the ERM:
a) Persons/companies with whom/which I have official dealings and/or private interests:
b) Brief description of my duties which involved the persons/companies mentioned in item a) above.

Trader Integrity Attestation – Please complete this section if you trade on behalf of SVCE Yes No : Are you currently under investigation for market manipulation? Yes No : Were you previously investigated for market manipulation ? Position and Name:

Signature:

Date:

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Energy Risk Management Policy
Proposed Adoption:

March 12, 2025
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SILICON VALLEY

CLEAN ENERGY
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Table of Contents
Contents
1 General Provisions .................................................................................................3