Agenda packet — Silicon Valley Clean Energy Board of Directors, September 10, 2025 (part 2 of 3)

Staff Report – Item 1f
Item 1f: Adopt Resolution Electing to Become Subject to the Uniform Public Construction Cost Accounting Act and Adopting Informal Bid Procedures
From: Monica Padilla, CEO
Prepared by: Michael Callahan, General Counsel
Date: 9/10/2025

RECOMMENDATION
Staff recommends that the Silicon Valley Clean Energy (SVCE) Board (“Board”) adopt Resolution 2025-19 electing to become subject to the Uniform Public Construction Cost Accounting Act (“CUPCCAA”) and adopting informal bid procedures for public projects.

BACKGROUND
SVCE recently purchased a new headquarters that will require public works projects to be completed. CUPCCAA (Public Contract Code §22000–22045) allows public agencies to streamline how they bid and manage public construction and maintenance projects. It is voluntary and widely used by public agencies and communities throughout California.

ANALYSIS & DISCUSSION
Staff is recommending the Board elect to become subject to CUPCCA and develop informal bidding rules to provide a clear and efficient process for bidding and managing public works projects. The rule would generally require an informal bidding process for projects in excess of $75,000 and a formal request for proposals (RFP) solicitation for projects in excess of $220,000. These figures exceed SVCE’s purchasing limits for typical vendors and are appropriate given the scale of public projects generally.

The new headquarters will require numerous public projects in the near term and in the future. Staff is preparing to build out the interior of the office which will be a significant public project. Staff also has to repair damage to one of the building’s walls. Additionally, significant maintenance work may qualify as a public project. SVCE’s reference jurisdiction, Cupertino, also follows CUPCCAA. The resolution recommended here will clarify that SVCE can also utilize this common statutory approach to public projects.

STRATEGIC PLAN
Electing to become subject to CUPCCAA and establishing informal bidding procedures will directly support Goal 9 which is to “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” through creating clearer and more efficient processes for completing public projects.

ALTERNATIVE
If the Board does not elect to become subject to CUPCCAA and adopt informal bidding procedures for public projects, SVCE will need to solicit vendors for public projects under lower dollar limits requiring more staff time to conduct informal bidding and RFPs for smaller public projects. The result would be additional costs for these processes that are beyond what is called for under the statute. This could also slow down and complicate the completion of smaller public projects.

Item 1f
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1f Agenda Date: 09/10/2025

Page 2 of 2 ends

FISCAL IMPACT
The recommendation would not result in a direct fiscal impact. However, as described above, it is likely to reduce the transaction cost for smaller public projects relative to SVCE’s current procurement rules.

ATTACHMENT

1. Resolution 2025-19 Electing to Become Subject to the Uniform Public Construction Cost Accounting Act and Adopting Informal Bid Procedures for Public Projects
Item 1f
Resolution 2025-19

SILICON VALLEY CLEAN ENERGY AUTHORITY
RESOLUTION NO. 2025-19

A RESOLUTION OF THE BOARD OF DIRECTORS OF SILICON VALLEY

CLEAN ENERGY AUTHORITY ELECTING TO BECOME SUBJECT TO THE

UNIFORM PUBLIC CONSTRUCTION COST ACCOUNTING ACT AND

ADOPTING INFORMAL BID PROCEDURES
WHEREAS, the Silicon Valley Clean Energy Authority (“Authority”) was formed on March 31, 2016, pursuant to a Joint Powers Agreement to study, promote, develop, conduct, operate, and manage energy programs in Santa Clara County; and WHEREAS, pursuant to the Act, the Uniform Construction Cost Accounting Commission, in conjunction with the State Controller, has established uniform public construction cost accounting procedures for implementation by local public agencies electing to be governed by the provisions of the Act in performing or contracting for construction of public projects; and
WHEREAS, the Board of Directors (“Board”) has determined that it is in the best interests of the Silicon Valley Clean Energy Authority (“SVCE”) to be subject to the provisions of the Act. The benefits to SVCE include, but are not limited to, availability of alternate bidding procedures allowing SVCE to perform work costing up to and including $75,000, as may be revised, by force account, by negotiated contract, or by purchase order, and to let contracts by informal procedures for public projects costing up to and including $220,000, as may be revised, or more under specified circumstances; and WHEREAS, California Public Contract Code Section 22030 provides that any public agency that wishes to utilize the alternative procedures for bidding and contracting for public projects must elect, by resolution, to become subject to the uniform construction cost accounting procedures set forth in the Public Contract Code and must notify the State Controller of its election; and
WHEREAS, California Public Contract Code Section 22034 requires each public agency that elects to become subject to the uniform construction cost accounting procedures to enact an informal bidding ordinance that complies with the requirements set forth in Section 22034; and
WHEREAS, SVCE is governed by resolutions and policies, so by this resolution it adopts an informal bidding policy in lieu of ordinance, as set forth in Attachment A to meet the requirements of Public Contract Code section 22034.

WHEREAS, all legal prerequisites to the adoption of this Resolution have occurred.

Item 1f
Attachment 1
Resolution 2025-19
NOW THEREFORE, the Board of Directors of the Silicon Valley Clean Energy Authority does hereby resolve that:

1. All of the facts set forth in the foregoing Recitals are true and correct.

2. Pursuant to the authority set forth in the Uniform Public Construction Cost Accounting Act, California Public Contract Code Section 22000 et seq., SVCE hereby elects to be subject to the uniform public construction cost accounting procedures set forth in the Act and to the policies and procedures manual and cost accounting review procedures established thereunder, as each may be amended from time to time.

3. Authority hereby adopts the informal bidding policy related to public projects, as set forth Attachment A, which shall be incorporated into Authority’s Purchasing and Spending Policy.

4. The Board Secretary shall notify the State Controller of SVCE’s election pursuant to Section 2, above. This Resolution shall take effect and be in full force immediately.

PASSED AND ADOPTED this 10
th day of September 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:

Andrea Pizano, Board Secretary
Item 1f
Attachment 1
Resolution 2025-19
ATTACHMENT A: INFORMAL BIDDING POLICY FOR PUBLIC PROJECTS (a) Notice to contractors shall be provided in accordance with either paragraph (1) or (2), or both.
(1) SVCE shall maintain a list of qualified contractors, identified according to categories of work. Minimum criteria for development and maintenance of the contractors list shall be determined by the Commission. All contractors on the list for the category of work being bid shall be mailed, faxed, or emailed a notice inviting informal bids unless the product or service is proprietary. All mailing of notices to contractors pursuant to this subdivision shall be completed not less than 10 calendar days before bids are due. (2) SVCE may elect to mail, fax, or email a notice inviting informal bids to all construction trade journals specified in Public Contract Code Section 22036. (b) The notice inviting informal bids shall describe the project in general terms and how to obtain more detailed information about the project, and state the time and place for the submission of bids.
(c) The Board delegates the authority to award informal contracts to the Chief Executive Officer or their designee.
(d) If all bids received are in excess of two hundred twenty thousand dollars ($220,000), the governing body of SVCE may, by adoption of a resolution by a four-fifths vote, award the contract, at two hundred thirty-five thousand dollars ($235,000) or less, to the lowest responsible bidder, if it determines the cost estimate of SVCE was reasonable.

Item 1f
Attachment 1

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Staff Report – Item 1g
Item 1g: Authorize the Chief Executive Officer to Execute a Fifth Agreement Amendment with Camus Energy to Transition Data Analytics Platform Services Adding $25,000 for a New Total Not-to-Exceed Amount of $733,000
From: Monica Padilla, CEO
Prepared by: Scott Wrigglesworth, Director of Risk Management and Analytics Sangeetha Kumar, Senior Decarbonization Data Engineer
Date: 9/10/2025

RECOMMENDATION
Staff recommends that the Silicon Valley Clean Energy (SVCE) Board of Directors (“Board”) authorize the Chief Executive Officer (CEO) to execute the attached three-month agreement amendment with non-substantive changes approved by the CEO and subject to final review and approval by the General Counsel, which adds a cost not to exceed $25,000 (for a new not to exceed total of $733,000 for the 5-year duration of the agreement) with Camus Energy.

This agreement will provide transitional services of Data Analytics in SVCE TerritorY (DAISY) 2.0, SVCE’s internal demand-side data analytics platform, as it is integrated with Repository for Analytics, Data, and Reporting (RADaR), SVCE’s new, integrated internal data analytics platform.

BACKGROUND
In September 2019, Camus Energy was selected through an informal bid process to carry out a current state assessment of distributed energy resource (DER) and electrification penetration in SVCE territory. The agreement was executed in November 2019 for a not-to-exceed (NTE) amount of $50,000. As part of this work, Camus worked with staff to develop “DAISY 1.0”, SVCE’s cloud-based data warehouse hosted on the Google Cloud Platform (GCP). Staff utilized DAISY 1.0 to clean, store, integrate, export, analyze, and visualize SVCE’s demand-side data. The agreement with Camus was amended in December 2020 to extend the agreement through September 2021 and increase the NTE to $99,799, for the continued maintenance and enhancement of DAISY 1.0.

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

2.0 over a period of 3 years, ending in September 2024, with a NTE of $532,000. To continue building out DAISY 2.0 to the eventual form of an open-source software license agreement and an in-house cloud project, SVCE negotiated a third amendment agreement, ending in September 2025 with a NTE of $708,000.

Item 1g
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1g Agenda Date: 9/10/2025

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Camus Energy is a local organization, founded in 2019 and based in Campbell, CA. Camus Energy is building a software platform to provide grid operators and load serving entities with advanced situational awareness, insight, and control. Leveraging pioneering work at Google, SpaceX, NREL, and Uber, Camus Energy brings expertise in distributed software systems, cloud computing, real-time analytics, solar power systems, and high-reliability computing. Camus Energy’s current customers include several co-ops, municipal utilities, IOUs, and SVCE.

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

DAISY 2.0 (Current State)
In early 2021, Staff scoped DAISY 2.0, a more robust version of DAISY 1.0 to support SVCE’s data warehousing, data analytics, and reporting needs, including the data workflows outlined above. Work began on DAISY 2.0 in late 2021 to serve as a central, secure repository of data with proper ETL (Extract, Transform, Load) systems in place, and better enable efficient, high-impact analyses and reporting. DAISY 2.0 thus far has updated and improved quality and increased refresh frequency of key datasets within its data warehouse (BigQuery). All Staff across SVCE have access to core dashboards that provide insights on topics including historical load and trends in vehicle adoption. DAISY 2.0 accommodates multiple user types that span a range of experience and functions. These features allow Staff to leverage DAISY 2.0 for various high-impact strategic analyses including assessing vehicle and building trends within SVCE territory, assessing customer bill impacts, complex program EM&V (Evaluation, Measurement, & Verification), and historical load analysis.

In this past contract year, the third amendment agreement, Camus standardized data types across all datasets using a co-created data model, developed key processes for geocoding and address standardization, built a SQL-based data pipeline infrastructure for all key datasets, and established best practices and protocols for managing DAISY. The focus on automation of data ingestion used frequently by staff has significantly improved data availability, transparency, and documentation. The documentation and data infrastructure will be available to SVCE as an open-source software license for future use and as a framework for future data pipelines.

RADaR (Future State)
Starting September 2025, SVCE will transition DAISY into an in-house cloud environment (RADaR) that will integrate SVCE’s supply-side data. SVCE will utilize Camus Energy’s open-source license to orchestrate its demand-side data pipelines to maintain existing key data streams. Short-term, DAISY will be used as a blueprint data platform for building out RADaR. Long-term, bringing DAISY in-house and integrating with supply-side data will improve RADaR’s extensibility as a platform that serves all teams across SVCE. For example, it will enable staff to prioritize ingestion of additional datasets such as weather data and program data as well as expand analytics to include geospatial analyses, data workflows within BigQuery, more complex analytics, and advanced reporting with the supply-side data.

Staff Proposal
Staff recommends extending the original agreement with Camus Energy for data analytics platform services via the attached draft fifth amendment (Attachment 1) to accommodate a three-month transition period. An extension with Camus Energy will allow staff to be supported in this complex transition of managing a cloud-based warehouse in-house. In addition, Camus Energy will incur billing costs for the existing GCP project until the full transition is complete. They will also continue to host and provide support for one of SVCE’s key data pipelines, settlement quality meter data (SQMD), while it is adapted into a new format within RADaR. Staff also recommends the ability to negotiate and execute an open-source software license agreement to continue using Camus’s code base for DAISY.

Item 1g
Agenda Item: 1g Agenda Date: 9/10/2025

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STRATEGIC PLAN
The agreement supports SVCE’s 2024 Strategic Plan Goal 9: “Implement industry best practices to enable data-driven decision making across the organization; enhance systems, standards and procedures to streamline business process and improve operational effectiveness and reliability (aka SVCE 3.0)” by maintaining and integrating DAISY into RADaR as a centralized data hub; developing and maintaining a core suite of interactive dashboard reports; implementing a company-wide training plan for data self-service; integrating data sources to enhance data-drive insights; and supporting complex data analytics support across SVCE.

ALTERNATIVE
Do not authorize CEO to execute the agreement amendment with Camus Energy. The agreement with Camus Energy would expire on September 30, 2025. Staff would need to issue a solicitation for a vendor to provide support on orchestrating key pipelines, hosting the existing GCP project, and maintaining the SQMD pipeline.

These functions as well as additional cloud costs, would require significant time and money to issue a solicitation and onboard a new vendor not familiar with Camus’s code base. In addition, the lack of a transition period, in accordance with the original contract, may cause interruptions to DAISY’s current functionality.

FISCAL IMPACT
The proposed agreement amendment which adds a cost not to exceed $25,000 (for a new not to exceed total of $733,000) remains within the proposed FY25-26 operating budget to be considered by the Board in September 2025. Therefore, the approval of this contract amendment will have no incremental fiscal impact.

ATTACHMENTS

1. Draft agreement, fifth amendment to the original agreement, with Camus Energy for Data Analytics Platform Services

2. Previous amendments and original agreement with Camus Energy for Data Analytics Platform Services Item 1g
1/2024 Version 1.0
FIFTH AMENDMENT TO AGREEMENT WITH CAMUS ENERGY, INC.

WHEREAS, the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency (“Authority”), and CAMUS ENERGY, INC. (“Camus”) entered into that certain agreement entitled MASTER AGREEMENT-SOFTWARE AS A SERVICE dated September 9, 2021, hereinafter referred to as “Original Agreement”; and WHEREAS, on December 17, 2021, Authority and Camus entered into a First Amendment to make certain amendments to the Original Agreement; and WHEREAS, on April 18, 2022, Authority and Camus entered into a Second Amendment to make certain amendments to the Original Agreement;
WHEREAS, on August 19, 2024, Authority and Camus entered into a Third Amendment to make certain amendments to the Original Agreement;
WHEREAS, on ______, 2025, Authority and Camus entered into a Fourth Amendment to make certain amendments to the Original Agreement; and
WHEREAS, Authority and Camus have determined it is in their mutual interest to amend certain terms of the Original Agreement.

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

1. The not-to-exceed amount set forth in Section 2 shall be increased by Twenty-Five Thousand Dollars ($25,000.00).

2. Pursuant to Section 9 of Original Agreement, Transition Services, Exhibit A shall be amended to include the additional scope of work set forth in Exhibit A-1, attached hereto and incorporated herein.

3. This Amendment shall be effective on _________, 2025.

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

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

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

RECOMMENDED FOR APPROVAL
Item 1g
Attachment 1
Draft Fifth Amendment with Camus Energy, Inc.
1/2024 Version 1.0
_____________________________________________________
Scott Wrigglesworth, Director of Risk Management and Analytics Item 1g
Attachment 1
Draft Fifth Amendment with Camus Energy, Inc.
1/2025 Version 1.0
APPROVED AS TO FORM:
_______________________
Counsel for Authority
CAMUS ENERGY, INC.

By: __________________________
Name: Raj Raheja
Title: Chief Financial Officer ______________
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Monica Padilla
Title: Chief Executive Officer
Date: __________________________
Item 1g
Attachment 1
Draft Fifth Amendment with Camus Energy, Inc.
1/2025 Version 1.0
Exhibit A-1

TRANSITION SERVICES
For the lump sum amount of Twenty-Five Thousand Dollars ($25,000.00), payable and due on the effective date of this Fifth Amendment, Camus shall perform the following transitional services through December 31, 2025 (the “End Date”):

1. Continue to keep the “svce-ritta” Google Cloud Project (GCP) running, as it currently operates, including, but not limited to: incur billing related costs for the “svce-ritta” GCP project and keep the svce-ritta infrastructure (i.e., BigQuery and GCS bucket instances) running until it is all migrated and orchestrated in SVCE’s in-house GCP project “svce-demand” (but no longer than the End Date).

2. Continue to support data pipelines for the SQMD table, which can be downloaded at any time and put into SVCE’s GCP instance, including, but not limited to: continue to keep the data pipeline running for the SQMD table (a high priority dataset that is used for settling SVCE’s load) until a specified date (but not past End Date) in which the pipeline will depreciated and copy over the SQMD table into SVCE’s in-house GCP project “svce-demand” for easier access.

3. Provide 90 minutes per week of oral, documentation, or video based support for the 13 week period from one of Camus’ senior software engineers. If available, one of the CTOs or VPs of Engineering who helped build the “svce-ritta” project will provide support.

Item 1g
Attachment 1
Draft Fifth Amendment with Camus Energy, Inc.
1/2025 Version 1.0

FOURTH AMENDMENT TO AGREEMENT WITH CAMUS ENERGY INC
WHEREAS, the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency (“Authority”), and CAMUS ENERGY, INC, entered into that certain agreement entitled Software as a Service, effective on September 9, 2021, hereinafter referred to as “Original Agreement”; and
WHEREAS, on December 17, 2021, Authority and CAMUS ENERGY INC. entered into a First Amendment to make certain amendments to the Original Agreement; and WHEREAS, on April 18, 2022, Authority and CAMUS ENERGY INC. entered into a Second Amendment to make certain amendments to the Original Agreement; and WHEREAS, on September 9, 2024, Authority and CAMUS ENERGY INC. entered into a Third Amendment to make certain amendments to the Original Agreement; and WHEREAS, Authority and CAMUS ENERGY, INC have determined it is in their mutual interest to amend certain terms of the Original Agreement by extending the term three weeks.

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

1. TERM Section of the Agreement is hereby deleted and replaced with, “The term of the Agreement shall extend through September 30, 2025.”

2. This Amendment shall be effective on August 22, 2025.

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

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

RECOMMENDED FOR APPROVAL
______________________________________
Rebecca Fang, Manager of Data and Analytics
DocusignEnvelopeID:61DFF6B8-F53C-460F-8303-3D2B9596C509 Item 1g
Attachment 2
s——Signed by:
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1/2025 Version 1.0
APPROVED AS TO FORM:
_______________________
Counsel for Authority

CONSULTANT NAME

CAMUS ENERGY, INC
By: __________________________
Name: ________________________
Title: _________________________
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Scott Wrigglesworth
Title: Director of Risk Management and
Analytics
Date: __________________________
DocusignEnvelopeID:61DFF6B8-F53C-460F-8303-3D2B9596C509 RajRaheja
8/25/2025
ChiefFinancialOfficer
8/27/2025
Item 1g
Attachment 2
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-1-
THIRD AMENDMENT TO THE AGREEMENT WITH CAMUS ENERGY INC.

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

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

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

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

2. EXHIBIT B SCHEDULE OF PERFORMANCE of Original Agreement shall be amended to add work product for delivery of services from September 9, 2024 thru September 8, 2025. The new deliverables are outlined below:
● At a high-level, push all existing tables for key datasets to their end state. These datasets include customer attributes (PG&E 4013, GreenPrime enrollment), AMI data, interval electricity and gas readings, billing volumes for electricity and gas, vehicle registration, interconnection, settlement quality meter data, and tax assessor data. The following will be addressed:
● Refreshes to the newest data and desired architecture of tables ● Delivered SQL ingestion pipelines that are capable of automated refreshes of data along with raw data frequency
● Training on manipulating fields
● Additions of geocoding elements (census tract, APN, lat/long, city) ● Robust QA methods especially on tables with automated refreshes as well as invalid values in raw data (mismatched data fields, invalid values) ● Automate and standardize geocoding methodology. This is specifically important for address-based datasets including customer attribute, vehicle, interconnection, and parcel data. o Supporting automated address/location based joins/geocoding ▪ Provide QA checks to identify which addresses could not be geocoded versus which ones have yet to be geocoded
o Fix geocoding for mis-matched addresses and parcels
DocusignEnvelopeID:6A938D8B-7532-4BD7-8E0B-D6CBB1C252CB Item 1g
Attachment 2
-2-
o Improve processes for address standardization to allow for joins for multi-family addresses
o Push shapefiles into DAISY (supporting spatial joins with parcels table to identify which customer is in which city, which vehicles/parcels are within SVCE territory) o Clean up any APNs with leading zeroes
● Documentation:
o Diagram flows on ingestion pipelines for each of the core tables o All historical and current Product Requirements Documents for each of the tables that exist within DAISY
o Address standardization flow diagram
o Geocoding flow diagram
o Access to GitHub repository that includes all SQL pipelines and procedures to build and maintain existing tables
o Complete Release Guide with all up-to-date data provenance ● Permissions / process
o Access to Calpine SFTP
o Establish methodology to archive legacy data and future older data reviews (in progress as of 2024-08)
o Assistance in addressing compliance and security, access controls, change management, backups, and process/procedure for maintenance and disasters o Intro to IAM role permissions
▪ Shared Project Queries are currently viewable by all users. Needs to be restricted, if possible.
o Assistance creating a new admin account with administrative permissions for access to edit the stable/fresh/functions datasets as well as all GCS buckets The Fees for this renewal term covering September 9, 2024 until September 8, 2025 shall be one hundred seventy-six thousand dollars ($176,000), paid quarterly in advance.

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

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

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

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

APPROVED AS TO FORM
____________________________
Michael Callahan, General Counsel

CONSULTANT NAME

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

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Monica Padilla
Title: Chief Executive Officer
Date: __________________________
DocusignEnvelopeID:6A938D8B-7532-4BD7-8E0B-D6CBB1C252CB 8/15/2024
ChiefFinancialOfficer
8/19/2024
Item 1g
Attachment 2
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-1-

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

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

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

Task Begin Complete Fees

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

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

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

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

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

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

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

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

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

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

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

12. Dashboard and Report implementation April 1, 2022 TBD

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

DocuSignEnvelopeID:CFE8545E-835A-4949-8E7C-93C8E420EE78 Item 1g
Attachment 2
-5-

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

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

CONSULTANT NAME

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

SILICON VALLEY CLEAN ENERGY

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-1-

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

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

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

Task Begin Complete Fees

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

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

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

7. Designs for Map UI
a. Data aggregations and map
visualizations (heatmaps,
choropleths, and municipality
based views)
b. Leveraging various data inputs
as requested by SVCE (e.g.,
census tract, ICE/EV/PHEV
penetration, PSPS events, etc.)
February 15, 2022 March 31, 2022
DocuSignEnvelopeID:AE2F0C50-F652-42ED-9B2F-4FE89BD2F9A4 Item 1g
Attachment 2
-3-

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

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

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

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

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

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

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

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

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

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

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

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

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

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

22. Q3 2024 milestone* July 1, 2024 September 9, 2024
*In addition to the maintenance of core functionalities as described in Exhibit A, each quarterly milestone will involve the delivery of DAISY 2.0 enhancements. The specific enhancements to be completed in each quarter are to be defined by SVCE and Service Provider prior to the beginning of the quarter, but may be altered during the course of the quarter in the event that reprioritization is needed. Timelines may be adjusted based on emerging requirements. Any timelines DocuSignEnvelopeID:AE2F0C50-F652-42ED-9B2F-4FE89BD2F9A4 Item 1g
Attachment 2
-4-
assume that the required data is accessible from either SVCE or specified partners at the start of the milestone, and that it contains enough fidelity for key analyses. If there are larger than expected gaps, or significant delays, it may impact the project delivery timeline.

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

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

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

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

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

RECOMMENDED FOR APPROVAL
_____________________________________________________________ Justin Zagunis, Manager of Decarbonization and Grid Innovation Programs DocuSignEnvelopeID:AE2F0C50-F652-42ED-9B2F-4FE89BD2F9A4 Item 1g
Attachment 2
November December January February
Work TBD $29,333.33
Designs and implementation for two (2) Data Studio reports with EBCE Designs and implementation for remaining Data Studio reports with EBCE Designs for Map UI and Reports
Develop tool for weather normalization
Map UI implementation
Dashboards and Reports implementation
Data provenance through UI infrastructure
Validation, testing, and acceptance
Project Scoping
Conduct model reviews with EBCE
Data ETL and delivery to BigQuery
-- Includes Geocoding and address standardization process -- Includes cross-checking geocoding process with EBCE
••Promises iterative development (not a big bang release on Feb 28) Data provenance reporting, validation, testing, and acceptance September October
$34,000
March April May June July August September
$34,000
x—-DocuSigned’by?
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-5-

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

CONSULTANT NAME

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

SILICON VALLEY CLEAN ENERGY

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

MASTER AGREEMENT

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

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

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

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

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

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

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

3.1 Authorized Users. Unless otherwise limited herein, Service Provider grants SVCE a renewable, irrevocable except as explicitly set forth in this Agreement, nonexclusive, royalty-free, and DocuSignEnvelopeID:33362FF2-C0FD-46E1-884C-31DDD2419D61 Item 1g
Attachment 2
-2- 2/21 Version
worldwide right and license for any SVCE employee, contractor, or agent, or any other individual or entity authorized by SVCE, (each, an “Authorized User”) to access and use the Services for the purposes set out in this Agreement. Other than any limitations otherwise described herein, Authorized Users will have no other limitations on their access to or use of the Services.

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

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

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

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

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

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

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

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

3.8 Changes in Functionality. During the term of this Agreement, Service Provider shall not reduce or eliminate functionality in the Services. Where Service Provider has reduced or eliminated functionality in the Services, SVCE, at SVCE’s sole election and in SVCE’s sole determination, shall: (a) have, in addition to any other rights and remedies under this Agreement or at law, the right to immediately terminate this Agreement and be entitled to a return of any prepaid fees; or, (b) DocuSignEnvelopeID:33362FF2-C0FD-46E1-884C-31DDD2419D61 Item 1g
Attachment 2
-3- 2/21 Version
determine the value of the reduced or eliminated functionality and Service Provider will immediately adjust the Services Fees accordingly on a prospective basis. Where Service Provider has introduced like functionality in other services, SVCE shall have an additional license and subscription right to use and access the new services, at no additional charge, with the same rights, obligations, and limitations as for the Services. Where Service Provider increases functionality in the Services, such functionality shall be provided to SVCE without any increase in the Services Fees.

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

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

3.11 Compliance with All Laws. Service Provider shall keep itself informed of all applicable federal, state and local laws, ordinances, codes, regulations and requirements which may, in any manner, affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Service Provider shall, at all times, observe and comply with all such laws and regulations, including, but not limited to the Americans with Disabilities Act. SVCE, and its officers and employees, shall not be liable at law or in equity by reason of the failure of the Service Provider to comply with this paragraph.

4. Service Levels.

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

Time is of the essence in the performance of the Services.

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

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

DocuSignEnvelopeID:33362FF2-C0FD-46E1-884C-31DDD2419D61 Item 1g
Attachment 2
-4- 2/21 Version
In no case shall SVCE be required to notify Service Provider that a Performance Credit is due as a condition of payment of the same.

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

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

5. Support; Maintenance; Additional Services.

5.1 Technical Support. Service Provider shall provide the Technical Support as described in Exhibit A.

The Services Fees shall be inclusive of the fees for the Technical Support.

5.2 Maintenance. Service Provider shall provide bug fixes, corrections, modifications, enhancements, upgrades, and new releases to the Services to ensure: (a) the functionality of the Services, as described in the Documentation, is available to Authorized Users; (b) the functionality of the Services in accordance with the representations and warranties set forth herein, including but not limited to, the Services conforming in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in Exhibit A and the Documentation; (c) the Service Level Standards can be achieved; and, (d) the Services work with the then-current version and the three prior versions of Internet Explorer, Mozilla Firefox, and Google Chrome Internet browsers.

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

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

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

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

DocuSignEnvelopeID:33362FF2-C0FD-46E1-884C-31DDD2419D61 Item 1g
Attachment 2
-5- 2/21 Version

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

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

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

8. Termination; Renewals.

8.1 Termination for Convenience. Without limiting the right of a party to terminate this Agreement as provided for in this Agreement, SVCE may terminate this Agreement for convenience upon not less than thirty (30) days prior written notice to the Service Provider.

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

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

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

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

9. Transition Services. For a period of up to three (3) months (the “Transition Services Period”), Service Provider will provide to SVCE and/or to the service provider selected by SVCE (“Successor Service Provider“) assistance reasonably requested by SVCE to effect the orderly transition of the Services, in whole or in part, to SVCE or to Successor Service Provider (“Transition Services”) prior to or following the termination of this Agreement, in whole or in part. The Transition Services may include: (a) developing a DocuSignEnvelopeID:33362FF2-C0FD-46E1-884C-31DDD2419D61 Item 1g
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plan for the orderly transition of the terminated Services from Service Provider to SVCE or Successor Service Provider; (b) if required, transferring the SVCE Data to Successor Service Provider; (c) using commercially reasonable efforts to assist SVCE in acquiring any necessary rights to legally and physically access and use any third-party technologies and documentation then being used by Service Provider in connection with the Services; (d) using commercially reasonable efforts to make available to SVCE, pursuant to mutually agreeable terms and conditions, any third-party services then being used by Service Provider in connection with the Services; and, (e) such other activities upon which the parties may agree. All applicable terms and conditions of this Agreement shall apply to the Transition Services. This Section shall survive the termination of this Agreement. For the avoidance of doubt, Service Provider shall be compensated for such Transition Services for the duration of the Transition Services Period on a time and materials basis, as further described in Exhibit A, unless an alternative fee is mutually agreed upon by the Parties, or such Transition Services are provided without charge as set forth in this Agreement.

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

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

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

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

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

10.5 Auditable Records. Service Provider shall maintain accurate records of all fees billable to, and payments made by, SVCE in a format that will permit audit by SVCE for a period of no less than three (3) years from when a fee was incurred or a payment was made. The foregoing obligation of Service Provider shall survive the termination of this Agreement. For the term of this Agreement, upon SVCE’s written request, Service Provider shall provide SVCE with a copy of its annual American Institute of Certified Public Accountants Service Organization Control (SOC) 1 type 2 report and SOC 2 type 2 report (for all Trust Services Principles) once such certification(s) has/have been obtained.

10.6 Billing Reviews by Third-Parties. For purposes of determining the competitiveness and appropriateness of fees charged to SVCE by Service Provider, SVCE is entitled to disclose to a third-party this Agreement, and any other data pertaining to fees paid or payable by SVCE to Service Provider.

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

11. Representations and Warranties.

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

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

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

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

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

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

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

11.2.1 it is in the business of providing the Services;

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

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

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

11.2.5 it knows the particular purpose for which the Services are required by SVCE;

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

11.2.7 the Services and any other work performed by Service Provider hereunder shall not infringe upon any United States or foreign copyright, patent, trade secret, or other proprietary right, or misappropriate any trade secret, of any third-party, and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement; DocuSignEnvelopeID:33362FF2-C0FD-46E1-884C-31DDD2419D61 Item 1g
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11.2.8 it shall disclose any third-party (which shall, for purposes of this Agreement, be deemed a subcontractor) whose intellectual property is incorporated into the Services or who is necessary for the performance of the Services and it shall maintain in-force written agreements with such third-party, if any, for the term of this Agreement;

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

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

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

11.2.12 in the case of SVCE’s reasonable dispute of any Service Provider invoice, it shall not withhold the performance of Services, including, without limitation, access and use of the Services, Technical Support, Maintenance, and extract of SVCE Data; and,

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

12. SVCE Data.

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

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

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

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

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

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

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

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13.1 Meaning of Confidential Information. For the purposes of this Agreement, the term “Confidential Information” shall mean all information and documentation of a party that: (a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked “confidential” or with words of similar meaning; and, (c) should reasonably be recognized as confidential information of the disclosing party. Except for electric and gas usage information provided to Service Provider pursuant to this Agreement, the term “Confidential Information” does not include any information or documentation that was: (a) already in the possession of the receiving party without an obligation of confidentiality; (b) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (c) obtained from a source other than the disclosing party without an obligation of confidentiality; or, (d) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving party). For purposes of this Agreement, in all cases and for all matters, SVCE Data shall be deemed to be Confidential Information.

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

The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential.

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

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

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

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14. Data Privacy and Information Security.

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

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

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

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

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

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

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

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

14.8 SVCE’s Right to Termination for Deficiencies. SVCE reserves the right, at its sole election, to immediately terminate this Agreement without limitation and without liability if SVCE reasonably determines that Service Provider fails or has failed to meet its obligations under this Section; provided that in the event of a dispute between the parties, the parties will first attempt in good faith to resolve such dispute by written notice to the designated points of contact of each party, who will attempt in good faith to resolve such dispute by negotiation and consultation as soon as reasonably practicable following receipt of such written notice.

15. Proprietary Rights.

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

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

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

16. Indemnification; Limitation of Liability; Insurance.

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

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

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

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

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

The Indemnitees shall be named as additional insureds in the commercial general, cyber, and excess liability policies which shall contain standard cross liability clauses. Service Provider shall cause the liability it assumed under this Agreement to be specifically insured under the contractual liability section of the liability insurance policies. The liability policies shall be primary without DocuSignEnvelopeID:33362FF2-C0FD-46E1-884C-31DDD2419D61 Item 1g
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right of contribution from any Indemnitee, and Service Provider waives all rights of subrogation with respect to said policies. Such policies shall require that SVCE be given no less than thirty (30) calendar days prior written notice of any cancellation thereof or material change therein.

SVCE shall have the right to request an adjustment of the limits of liability for commercial general, cyber, and excess liability, and/or professional liability insurance as Service Provider’s exposure to SVCE increases. Service Provider shall provide SVCE with certificates of insurance and original endorsements, evidencing all of the above coverage, including all special requirements specifically noted above, and shall provide SVCE with certificates of insurance evidencing renewal or substitution of such insurance thirty (30) calendar days prior to the effective date of such renewal or substitution.

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

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

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

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

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

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

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

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

17. General.

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

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

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

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

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Service Provider shall comply with SVCE policies and procedures where the same are posted, conveyed, or otherwise made available to Service Provider.

17.5 Cooperation. Where agreement, approval, acceptance, consent or similar action by either party hereto is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld. Each party will cooperate with the other by, among other things, making available, as reasonably requested by the other, management decisions, information, approvals, and acceptances in order that each party may properly accomplish its obligations and responsibilities hereunder.

Service Provider will cooperate with any SVCE supplier performing services, and all parties supplying hardware, software, communication services, and other services and products to SVCE, including, without limitation, the Successor Service Provider. Service Provider agrees to cooperate with such suppliers, and shall not commit or permit any act which may interfere with the performance of services by any such supplier.

17.6 Force Majeure; Excused Performance. Neither party shall be liable for delays or any failure to perform the Services or this Agreement due to causes beyond its reasonable control. Such delays include, but are not limited to, fire, explosion, flood or other natural catastrophe, governmental legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party. However, the delayed party shall use its best efforts to minimize the delays caused by any such event beyond its reasonable control.

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

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

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

17.9 Notices. Any notice given pursuant to this Agreement shall be in writing and shall be given by personal service or by United States certified mail, return receipt requested, postage prepaid to the addresses appearing at the end of this Agreement, or as changed through written notice to the other party. Notice given by personal service shall be deemed effective on the date it is delivered to the addressee, and notice mailed shall be deemed effective on the third day following its placement in the mail addressed to the addressee.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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SILICON VALLEY CLEAN ENERGY (SVCE)
By:

Name: Girish Balachandran
Title: Chief Executive Officer
Date:

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

CAMUS ENERGY, INC
By:

Name:

Title:

Date:

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

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

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

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

1. Cloud Data Platform delivery

2. Enabling Tools development and deployment

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

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

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

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

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

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

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

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

Address standardization Standardize addresses across datasets to improve address matching.

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

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

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

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

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

1. Work with SVCE to define the tool requirements

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

3. Develop tool

4. Work with SVCE for alpha and beta testing

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

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

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

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

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

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

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

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

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

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

Technical Support Description.

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

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

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

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

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

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

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

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

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

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

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EXHIBIT B

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

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

Task Begin Complete Fees

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

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

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

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

We expect to have
this completed by
February28, 2022

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

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

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

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

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

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

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

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

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

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

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

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

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

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

21. Q2 2024 milestone* April 1, 2024 June 30, 2024
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22. Q3 2024 milestone* July 1, 2024 September 9, 2024
*In addition to the maintenance of core functionalities as described in Exhibit A, each quarterly milestone will involve the delivery of DAISY 2.0 enhancements. The specific enhancements to be completed in each quarter are to be defined by SVCE and Service Provider prior to the beginning of the quarter, but may be altered during the course of the quarter in the event that reprioritization is needed. Timelines may be adjusted based on emerging requirements. Any timelines assume that the required data is accessible from either SVCE or specified partners at the start of the milestone, and that it contains enough fidelity for key analyses. If there are larger than expected gaps, or significant delays, it may impact the project delivery timeline.

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

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

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Staff Report – Item 1h
Item 1h: Authorize the Chief Executive Officer to Execute an Agreement with Citizen Group for Two Years with a Not-to-Exceed Amount of $626,205 for Communications, Marketing and Research Services
From: Monica Padilla, CEO
Prepared by: Pamela Leonard, Deputy Director of Marketing & Communications Date: 9/10/2025

RECOMMENDATION
Staff recommends the Silicon Valley Clean Energy (SVCE) Board of Directors (“Board”) authorize the CEO to execute an agreement with Citizen Group for communications, marketing and research services in an amount not-to-exceed $626,205 over two years.

BACKGROUND
SVCE executes a robust communications and marketing strategy to inform, educate and engage customers in its offers and services. Basic communications activities that are performed on an ongoing basis include compliance and customer service-oriented public information to ensure customers are aware of their energy choices, SVCE electric rates, power supply and available offers and services (programs). Many of these activities are also done in service of the agency’s obligations as a public agency, such as ensuring information is made accessible to all customers regardless of language and ability.

The SVCE Board of Directors has supported various outreach initiatives over the years through the approval of the annual operating budget and program marketing fund, which provide staff with resources to execute the agency’s communications and marketing functions. Previously, the SVCE Board of Directors approved contracts with School of Thought, a marketing and advertising agency that has supported robust marketing campaigns, which have successfully driven customers to SVCE home rebates, eHub and other programs.

Working with a creative marketing agency in the past has helped amplify SVCE offers to customers in unexpected ways, to reach beyond those who may already be interested in clean energy technologies. These campaigns successfully helped drive customers to SVCE resources and increase electrification awareness. The contract with School of Thought is concluding, and work is wrapping up on a final campaign launching in fall 2025 focused on rate education in support of the SVCE affordability strategic focus area.

In summer 2025, SVCE ran a competitive solicitation to find external support for communications, marketing and research. SVCE received 26responses to the Request for Proposals (RFP), and through evaluations and interviews, selected Citizen Group (Citizen) to help meet the desired goal of helping the communications and marketing team scale up its efforts and support new initiatives.

ANALYSIS & DISCUSSION
SVCE continues to expand its customer offerings, especially over the last few years – 18 programs are now open to residential and commercial customers, which have needed increased support to drive uptake. SVCE also continues to increase its rate education programs to help customers find ways to reduce bills and align incentives with energy use behaviors. The landscape of clean energy has also increased in complexity, particularly as energy bills have risen, necessitating additional outreach. Overall, SVCE is attempting to reach Item 1h
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1h Agenda Date: 9/10/2025

Page 2 of 3 ends

and influence vastly more customers in a deeper way than even at its launch – especially as the region considers upcoming air district rules that will drive further electric technology adoption. The need for effective, consistent and creative messages and marketing is essential as SVCE continues to embark on meeting its lofty goals to decarbonize the region.

Over the last few years of ramping up marketing and outreach, SVCE staff have identified areas where additional support would provide high-leverage assistance to the existing skills and capabilities of the team.

SVCE staff remains the best suited to creating materials and approaches that speak to local customer and community needs, but external vendors have been useful by filling in gaps or bringing perspectives and knowledge from other areas.

Citizen is a Bay Area-based, award-winning, full-service, independent marketing, communications and design agency dedicated to building ‘citizen brands’ – brands that are ready to live their purpose and align with the values of their audiences to drive positive change. Since 2007, the Citizen team has worked with companies, organizations, municipalities, and associations to develop innovative pro-social campaigns and initiatives designed to make a meaningful and measurable impact. Relevant past client experience includes the Bay Area Air District, California Public Utilities Commission, NRDC, Center for Sustainable Energy, Energy Upgrade California, Turlock Irrigation District, SF Environment and EVGo.

Staff selected Citizen from a highly competitive solicitation process due to their deep understanding of where SVCE is in its maturity as a Community Choice Aggregator, and the opportunities ahead with the growth of electrification as a movement in California. Citizen provided a compelling proposal with their process clearly conveyed as to how they can support the SVCE team by reviewing existing approaches and advising on how the team can optimize its marketing and communications efforts as the agency prepares for its 10th anniversary. Citizen also showed a clearly distinct vision for how to make improvements to key communications tools, such as the SVCE website, to continue telling the story of SVCE’s impacts for customers and communities. During interviews, the top firms were asked to provide a creative pitch to show how they would approach the technical task of increasing adoption of heat pump water heaters via SVCE rebates. The Citizen team outperformed the competitors by providing not one, but three different campaign options, all of which showed a clear, creative approach for different customer segments. It stood out as the winning team for the cross-departmental SVCE review panel.

Citizen will assist the SVCE communications and marketing team with the following tasks over the course of two years:
• Communications Support
o Several tasks in this category support a review of the existing SVCE strategic communications efforts to help guide the organization's planning as the energy industry continues to evolve. In a future when SVCE and its competitors achieve a 100% clean grid, as mandated by the state, and as complex new dynamic rates and Virtual Power Plants are offered, it’s important for SVCE to make clear what the benefits and impacts are for customers and the community. o The Citizen team includes seasoned experts who will be able to extend public affairs and media relations support to ongoing staff efforts to communicate the overall benefits of electrification, which is especially important, given growing opposition ahead of regional regulations mandating zero-NOx appliances.
• Marketing Support
o SVCE staff continues to lead campaign strategy, specifically how it connects to the overall program landscape, but Citizen will offer added bandwidth to assist the marketing team with ongoing campaigns that must remain consistently in the market to effectively reach customers (i.e., EV and home rebates).
o Staff will leverage Citizen’s ability to run larger-scale, creative ad campaigns to help amplify customer offers and services, particularly for those with large enrollment targets, or those that will promote the benefits of electrification more generally. The specific added capabilities Item 1h
Agenda Item: 1h Agenda Date: 9/10/2025

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include negotiating ad buys for the campaigns, a service for which SVCE does not have in-house expertise. o This task also includes support with updating the SVCE website to ensure the agency is utilizing the latest web technologies and user experience best practices, while following government accessibility laws.
• Research
o SVCE has worked with third-party research vendors over the years to assist with various customer research and feedback efforts. The largest of these efforts is the annual SVCE and electrification awareness customer survey. SVCE has been utilizing its Evaluation, Measurement & Verification (EM&V) vendors to perform this annual survey; however, there is a desire to work with a market research-focused firm that specializes in these kinds of customer insights.
o This task allows for more frequent and nimble polling, focus groups and surveys, allowing SVCE to receive quicker feedback for initiatives with more of a marketing/customer focus. o EMC Research, a national full-service opinion research firm serving a diverse range of public and private sector clients since 1989, was included as part of the Citizen team for the annual SVCE customer survey.

In addition to the tasks highlighted above, the Citizen team will scale up or down based on workload and SVCE priorities as they change. This flexibility and the ability to engage communications professionals with deep energy and marketing industry expertise to augment SVCE’s internal team when needed will greatly support the work SVCE is doing to support its customers and communities.

STRATEGIC PLAN
The activities in the scope of this contract support SVCE Strategic Plan Goal 8, “Engage customers and community stakeholders to build trust of SVCE and advance decarbonization.”

ALTERNATIVES
Alternatives include selecting a different vendor who responded to the RFP; however, services and pricing are comparable. Staff could evaluate staffing needs on the communications and marketing team to add capacity.

Staff could also re-evaluate workload, which would likely lead to slower program deployment, limiting the pace at which SVCE will be able to support customers and the community in their shared decarbonization mission.

FISCAL IMPACT
$400,000.00 is included in the operating budget for Fiscal Year 25-26 for anticipated communications and marketing consultant support, which includes the budget needed for the general communications tasks, website update and research work under this contract. Program marketing performed by this vendor, such as ad campaigns to support enrollment in a specific program, is included in the programs marketing fund, which has already been allocated by the board through the decarbonization programs budget. All work performed in FY 25-26 would be spent within the available, budgeted funds, should the SVCE board approve the next fiscal year budget. The year two budget for this agreement would be similarly captured as part of the Fiscal Year 26-27 operating budget.

ATTACHMENTS

1. Agreement with Citizen Group
Item 1h
1/2025 Version 1.0

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND

CITIZEN GROUP
FOR

COMMUNICATIONS, MARKETING & RESEARCH SERVICES
THIS AGREEMENT (“Agreement”), is entered into this 15th day of September, 2025, by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority"), and Citizen Group, a California Small Business (hereinafter referred to as "Consultant") (collectively referred to as the “Parties” and individually as a “Party”).

RECITALS:

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

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

C. Authority and Consultant desire to enter into an agreement for communications, marketing and research services upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on September 15 2025, and shall terminate on September 30, 2027, unless terminated earlier as set forth herein.

2. SERVICES TO BE PERFORMED
Consultant shall perform each and every service set forth in Exhibit "A" pursuant to the schedule of performance set forth in Exhibit "B," both of which are attached hereto and incorporated herein by this reference.

3. COMPENSATION TO CONSULTANT
Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed six-hundred twenty-six thousand two-hundred and five dollars ($626,205.00) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

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

Item 1h
Attachment 1
Draft Agreement with Citizen Group
1/2025 Version 1.0

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

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

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

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

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

8. NON-DISCRIMINATION
In the performance of this Agreement, Consultant, and any subconsultant under the Consultant, shall not discriminate against any employee, subcontractor or applicant for Item 1h
Attachment 1
Draft Agreement with Citizen Group
1/2025 Version 1.0
employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation, military or veteran status, or other basis prohibited by law, except as provided in Government Code section 12940. Consultant shall have responsibility for compliance with this Section.

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

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

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

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

Item 1h
Attachment 1
Draft Agreement with Citizen Group
1/2025 Version 1.0

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

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

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

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

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

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

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

Item 1h
Attachment 1
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11. CONFLICT OF INTEREST
Consultant warrants that it, its officers, employees, associates and subcontractors, presently have no interest, and will not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it, its officers, employees, associates and subcontractors, will not employ any person having such an interest.

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

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

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

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

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

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

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

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

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

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

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

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

15. RECORDS
Consultant shall maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by Authority that relate to the performance of services under this Agreement, in sufficient detail to permit an evaluation of the services and costs. All such records shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of Authority or its designees at all proper times, and gives Authority the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a minimum period of five (5) years after Consultant receives final payment from Authority for all services required under this agreement
Item 1h
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16. PARTY REPRESENTATIVES
The Chief Executive Officer (“Authority Representative”) shall represent the Authority in all matters pertaining to the services to be performed under this Agreement. David Cumpton (Consultant Representative”) shall represent Consultant in all matters pertaining to the services to be performed under this Agreement.

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

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

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

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

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

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

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

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

NOTICES TO AUTHORITY:
333 W. El Camino Real
Suite 330
Sunnyvale CA 94087
Attention: Chief Executive Officer
INVOICES TO AUTHORITY:
[email protected]
TO CONSULTANT:

David Cumpton
Citizen Group
2222 Harold Way
Berkeley, CA 94704

19. TERMINATION
In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If Consultant fails to cure the default within the time specified (which shall be determined by the Authority but shall be not less than 10 days) and according to the requirements set forth in Authority’s written notice of default, and in addition to any other remedy available to the Authority by law, the Authority Representative may terminate the Agreement by giving Consultant written notice thereof, which shall be effective immediately. The Authority Representative shall also have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Consultant as provided herein. Upon receipt of any notice of termination, Consultant shall immediately discontinue performance.

In the event of Authority’s termination of this Agreement due to no fault or failure of performance by Consultant, Authority shall pay Consultant for services satisfactorily performed up to the effective date of termination. Upon termination, Consultant shall immediately deliver to the Authority any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by Consultant or given to Consultant, in connection with this Agreement. Such materials shall become the property of Authority.

Consultant shall have no other claim against Authority by reason of such termination, including any claim for compensation.

20. COMPLIANCE WITH LAWS
Consultant shall keep itself informed of all applicable federal, state and local laws, ordinances, codes, regulations and requirements which may, in any manner, affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Consultant shall, at all times, observe and comply with all such laws and regulations, including, but not limited Item 1h
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to the Americans with Disabilities Act, the Stored Communications Act, 18 U.S.C. Section 2701, et seq., California Civil Code Sections 1798.80 through 1798.84, and the California Consumer Privacy Act, Civil Code Section 1798.100 et seq. Authority, and its officers and employees, shall not be liable at law or in equity by reason of the failure of the Consultant to comply with this paragraph.

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

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

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

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

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

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

26. INSERTED PROVISIONS
Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not Item 1h
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correctly inserted, the Agreement shall be amended to make such insertion on application by either Party.

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

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

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

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

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

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

Item 1h
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33. SEVERABILITY
If any provision in this Agreement is held by a court of competent jurisdiction to be illegal, invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

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

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

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

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

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

RECOMMENDED FOR APPROVAL
______________________________________________________
Pamela Leonard, Deputy Director of Marketing & Communications Item 1h
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CONSULTANT NAME
Citizen Group
By: ________________________
Name: Robin Raj
Title: Founder/executive creative director &
copywriter
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Monica Padilla
Title: Chief Executive Officer
Date: __________________________
APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk
Item 1h
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Exhibit A
Scope of Services
The communications, marketing and research services identified in this agreement are to support the SVCE team's ongoing responsibility and need to provide customers with information about available offers and services.

Discovery

1. Kick Off Meeting

2. Brand Materials and Best Practices Audit
Define Overarching Communications Strategy

1. Strategic Communications Brief

2. Brand Platform Refinement
Task A – Communications Services

1. Overall storytelling and content development
a. Support the SVCE communications team with copywriting, research and insights to help promote the agency as a resource for customers, and public affairs strategy for specific SVCE initiatives.
b. This includes the following types of assets, which will be determined per campaign; list of options (not exhaustive or relevant to all campaigns):
i. Blog posts
ii. Press releases
iii. Customer testimonials
iv. Fact sheets
v. Talking points
vi. Messaging frameworks
c. Task includes facilitating materials translation as needed.

2. Media relations
a. Develop strategy and garner earned media on an as-needed basis. b. Help craft and execute pitches to local, regional, state and industry media to help promote SVCE impacts and learnings.

3. Support update to the SVCE Strategic Communications Plan a. Provide support and guidance for SVCE to update its strategic communications plan, including stakeholder interviews and research/brand audit.

Item 1h
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4. SVCE 10th anniversary communications campaign
a. Develop a custom logo, co-develop a strategy for an awareness campaign to celebrate community impacts/achievements with SVCE.

Task B – Marketing Services

1. Marketing strategy and campaign planning
a. Services include overall strategy, persona identification, customer journey mapping, and messaging development and refinement per campaign. b. Work with SVCE staff to identify goals and develop campaigns for general SVCE awareness and specific SVCE customer incentives and services/programs, as needed.
c. Create robust marketing plans to market specific programs, or bundles of programs, to target audiences/personas, specifically for customers with different socioeconomic circumstances and needs, e.g., income level, type of residence (renter vs. owner), education level, primary language spoken, etc.

2. Creative development and production
a. Consultant will be responsible for creating ad artwork, reels, scripts, and filming/animating videos, including sizing and length modifications for different platforms, and writing copy for responsive ads.
b. This includes the following types of assets, which will be determined per campaign; list of options (not exhaustive or relevant to all campaigns):
i. Digital display/responsive ads
ii. Social media ads
iii. Out-of-home ads like billboards, bus ads, bus shelters iv. Video and photography
v. Editing of videos of varying lengths for different platforms, e.g., 1 min., 30 sec., and 15 sec. versions
vi. Audio and radio ads
vii. TV/streaming service ads (possible but not certain) viii. Landing page design for ads
ix. Accompanying email/drip email campaigns
x. Grassroots channels, influencers, events
c. Consultant must plan and deploy ads that effectively target Spanish, Chinese, and Vietnamese speaking audiences, with cultural competency. The consultant may utilize SVCE’s translation vendor, subject to pricing and availability. d. Consultant shall configure or work with analytics consultant to configure all needed tagging and tracking to ensure performance is fully tracked.

3. Advertising
a. Deploy ads according to planned campaign timelines (TBD) and on an as-needed basis. Work with media companies to negotiate better rates on behalf of SVCE.

Item 1h
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b. Ad buys will be done through SVCE directly, thus campaign ad dollars will not be run through this contract, unless necessary or mutually agreed upon.

4. Website design and development
a. Website refresh
i. Assist with stakeholder interviews, review existing site and support updated messaging and framing to best achieve set goals. b. Ensure top security and accessibility requirements, particularly those relevant to government agencies.
c. Development – Implement new theme, or inform development, including UI/UX strategy and recommendations.
d. Provide robust reporting with data sources such as Salesforce, GA4, HotJar/SmartLook, Meta, Google Ads, audio ads platforms, and email marketing platform. Assist with configuration of Looker tables, reporting automation, conversion tracking analysis and ongoing support to improve tracking.

Task C – Customer and Market Research

1. Annual SVCE customer survey
a. Perform annual customer survey to measure SVCE and electrification awareness and glean customer insights into levels of interest for electrification adoption.

2. Refine SVCE customer personas
a. Review and update SVCE residential customer personas through surveys or other mechanisms.

3. Develop SVCE Net Promote Score or other customer satisfaction metric as determined by SVCE.
a. Support development and how to define a new customer satisfaction measurement for SVCE customer success department.

4. Ad hoc research
a. Research such as customer surveys, polling and focus groups (in-person and digital) to inform program and awareness marketing.
b. All other program/campaign-specific research needs will be determined on an as-needed basis.

Item 1h
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Exhibit B
Schedule of Performance
This schedule may be modified with the written approval of the Authority.

Discovery Begin Complete

1. Kick Off Meeting September 2025 September 2025

2. Brand Materials and Best Practices Audit September 2025 October 2025 Define Overarching Communications Strategy

1. Strategic Communications Brief November 2025 November 2025

2. Brand Platform Refinement December 2025 December 2025 Task A – Communications Services Begin Complete

1.) Overall storytelling and content development January 2026 Ongoing

2.) Media relations January 2026 Ongoing

3.) Support update to the SVCE Strategic
Communications Plan
January 2026 March 2026

4.) Support SVCE 10th anniversary
communications campaign
February 2026 September 2027
Task B – Marketing Services Begin Complete

1.) Marketing strategy and campaign planning January 2026 Ongoing

2.) Creative development and production January 2026 Ongoing

3.) Advertising, paid media strategy planning January 2026 Ongoing

4.) Website design and development January 2026 December 2026 Task C – Research Begin Complete

1.) Annual customer survey 2025
Annual customer survey 2026
October 2025
October 2026
March 2026
March 2027

2.) Refine SVCE customer personas April 2026 June 2026

3.) Develop SVCE Net Promoter Score or other
customer satisfaction metric as determined by
SVCE
January 2026 December 2026

4.) Polling, focus groups, ad hoc research to inform
marketing and customer engagement
As needed Ongoing
Item 1h
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Exhibit C
Compensation
Authority shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below.

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

The compensation to be paid to Consultant under this Agreement for all services described in Exhibit “A” and reimbursable expenses shall not exceed a total of six-hundred twenty-six thousand two-hundred and five dollars ($626,205.00) as set forth below. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to Authority unless previously approved in writing by Authority.

All tasks should be billed on a time and materials basis, with pre-approved exceptions for Task B 4 (website) and Task C 1 (annual customer survey).

Estimated Budget
Discovery $12,210.00
Define Overarching Communications Strategy $17,515.00
Task A

1.) Overall storytelling and content development $30,000.00

2.) Media relations $50,000.00
3). Support update to the SVCE Strategic Communications Plan $13,400.00

4.) Support SVCE 10th anniversary communications campaign $19,970.00 Task B

1.) Marketing strategy and campaign planning $48,430.00 2). Creative development and production $128,775.00

3.) Advertising, paid media strategy planning & stewardship $64,410.00

4.) Website design and development $97,125.00
Task C

1.) Annual customer survey 2025 & 2026 $90,110.00

2.) Refine SVCE customer personas $13,610.00

3.) Develop SVCE Net Promoter Score or other customer satisfaction metric as determined by SVCE
$10,650.00

4.) Polling, focus groups, ad hoc research to inform marketing and customer engagement
$30,000.00
Total $626,205.00
Item 1h
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Rates
Personnel Title Hourly
Robin Raj Executive Creative Director, Senior Copywriter $265.00 David Cumpton Partner, Director of Strategy and Account Mgmt. $240.00 Shoshana Kressler Senior Project Manager $150.00
Megan Leigh Willy Project Manager & Social Media Lead $95.00 Chris Freire Senior Art Director, Associate Creative Director $195.00 Kirsten Kjeldsen Lead Graphic Designer $150.00
Suzanne Finnamore Copywriter $150.00
Erik Shute Producer, Videographer, Animator $170.00
Sheba Tamakloe Motion Graphics, Animator $135.00
Pamela Wellner Director of Public Relations & Community Partnerships
$180.00
Kelly Konis Director of Account & Media Planning & Analytics $180.00 Clint Wilder Senior Content Writer, Blogger $195.00
Invoices
Monthly Invoicing: In order to request payment, Consultant shall submit monthly invoices to the Authority describing the services performed and the applicable charges (including a summary of the work performed during that period, personnel who performed the services, hours worked, task(s) for which work was performed). Authority shall pay all undisputed invoice amounts within thirty (30) calendar days after receipt up to the maximum compensation set forth herein. Authority does not pay interest on past due amounts.

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

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

A. COVERAGE:
(1) Workers' Compensation:

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

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

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

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

Item 1h
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Exhibit E
Confidentiality and Data Security Requirements
Subject to the terms and conditions of the Agreement, current proprietary and confidential information of Authority regarding customers of Authority (“Authority Customers”) and/or other confidential information (collectively “Confidential Information”) may be disclosed to Consultant from time to time in connection herewith solely for the purposes set forth in the Agreement. Such disclosure is subject to the following legal continuing representations and warranties by Consultant:

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

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

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

4. Consultant shall, at all times and in perpetuity, keep the Confidential Information in the strictest confidence and shall take all reasonable measures to prevent unauthorized or improper disclosure or use of Confidential Information. Consultant shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information, to protect the personal information from unauthorized access, destruction, use, modification, or disclosure and prohibits the use of the data for purposes not set forth in the Agreement. Specifically, Consultant shall restrict access to Confidential Information, and to materials prepared in connection therewith, to those employees or representatives of Consultant who have a “need to know” such Confidential Information in the course of Item 1h
Attachment 1
Draft Agreement with Citizen Group
1/2025 Version 1.0
their duties with respect to the Consultant program and who agree to be bound by the nondisclosure and confidentiality obligations of this Agreement. Prior to disclosing any Confidential Information to its employees or representatives, Consultant shall require such employees or representatives to whom Confidential Information is to be disclosed to review this Agreement and to agree to be bound by the terms of this Agreement. Consultant shall not disclose Confidential Information or otherwise make it available, in any form or manner, to any other person or entity that is not Consultant’s employee or representative (a “Third Party”), except where that Third Party has separately entered into a nondisclosure agreement with Authority. Without limiting Consultant’s obligation of confidentiality as further described herein, Consultant shall be responsible for establishing, maintaining, and providing a written description to Authority of, a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that comply with or are substantial similar to the security controls identified in the current version of NIST SP800-53, and that is designed to: (a) ensure the security and confidentiality of the Authority’s Data; (b) protect against any anticipated threats or hazards to the security or integrity of the Data; (c) protect against unauthorized disclosure, access to, or use of the Data; (d) ensure the proper disposal of Data; and, (e) ensure that all employees, agents, and subcontractors of Consultant, if any, comply with all of the foregoing. In no case shall the safeguards of Consultant’s data privacy and information security program used to protect Data be less stringent than the safeguards used by Consultant for its own data. If the services include handling credit card information, then the Consultant shall comply at all times with all applicable Payment Card Industry Data Security Standards (PCI-DSS). Consultant agrees and warrants that it is responsible for the security of “cardholder data” that Consultant possesses, stores, processes or transmits on behalf of the Authority, and for any impact on the security of Authority’s cardholder data environment adversely affected by any failure of Company to maintain compliance with provisions of the PCI-DSS applicable to the services. No less than annually, Consultant shall conduct a comprehensive independent third-party audit of its data privacy and information security program and provide such audit findings to Authority. The required audit shall be a SOC Type II (or successor standard) compliant audit, and Consultant shall provide the audit findings in the form of a SOC Type II (or successor standard) report.

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

6. In the event of any act, error or omission, negligence, misconduct, or breach that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of the Authority’s Data or the physical, technical, administrative, or organizational safeguards put in place by Consultant that relate to the protection of the security, confidentiality, or integrity of the Data, Consultant shall, as applicable: (a) notify Authority as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with Authority in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise Item 1h
Attachment 1
Draft Agreement with Citizen Group
1/2025 Version 1.0
required by Authority; (c) in the case of Confidential Information, at Authority’s sole election, (i) notify the affected individuals who comprise the Confidential Information as soon as practicable but no later than is required to comply with applicable law including, but not limited to, the provisions of California Civil Code Section 1798.82, or, in the absence of any legally required notification period, within five (5) calendar days of becoming aware of the occurrence; or, (ii) reimburse Authority for any costs in notifying the affected individuals; (d) in the case of Confidential Information, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the Confidential Information for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twelve (12) months following the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; (f) without limiting Consultant’s obligations of indemnification as further described in this Agreement, indemnify, defend, and hold harmless Authority for any and all Claims (as defined herein), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from Authority in connection with the occurrence; (g) be responsible for recreating lost Data in the manner and on the schedule set by Authority without charge to Authority; (h) provide to Authority a detailed plan within ten (10) calendar days of the occurrence describing the measures Consultant will undertake to prevent a future occurrence and (i) upon conclusion of the occurrence, or at Authority’s request, provide to Authority a comprehensive summary of the occurrence, including reason for occurrence, details of occurrence, how occurrence was addressed and any other information required by Authority, which shall be executed by Consultant and may be relied upon by Authority as a true and accurate account of the occurrence. Notification to affected individuals, as described above, shall comply with applicable law, be written in plain language, and contain, at a minimum: name and contact information of Consultant’s representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate date of the loss; how such loss may affect the affected individual; what steps Consultant has taken to protect the affected individual; what steps the affected individual can take to protect himself or herself; contact information for major credit card reporting agencies; and, information regarding the credit and identity monitoring services to be provided by Consultant. This Section shall survive the termination of this Agreement.

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

Item 1h
Attachment 1
Draft Agreement with Citizen Group
1/2025 Version 1.0

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

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

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

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

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

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

Item 1h
Attachment 1
Draft Agreement with Citizen Group

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Staff Report – Item 1i
Item 1i: Adopt the Fiscal Years 2025-2027 Strategic Focus Areas and Strategic Plan From: Monica Padilla, CEO
Prepared by: Andrea Pizano, Sr. Executive Assistant and Board Clerk Date: 9/10/2025

RECOMMENDATION
Staff recommends the Silicon Valley Clean Energy (SVCE) Board of Directors (“Board”) adopt the proposed Strategic Focus Areas (SFAs) Strategic Plan Goals (“Strategic Plan”) for fiscal years 2025-2026 and 2026- 2027.

EXECUTIVE COMMITTEE and BOARD REVIEW
During initial review of the SFAs with the Executive Committee in May 2025, staff reviewed preliminary thoughts on the progress made to date, challenges, and opportunities of each of the current five focus areas:

Though many SFAs are in good position, there was consensus that the existing SFAs are still relevant and there is additional work to be done.

Given these focus areas and goals remain relevant, it was suggested to staff during the Executive Committee meeting that the Strategic Planning process move to every two years as opposed to annually. The SFAs and Strategic Plan goals would remain the same, but the associated measures and workplans could change internally to adapt to the needs of the fiscal year.

Staff presented the proposed Strategic Focus Areas and Strategic Plan to the Board at the August 13, 2025 Board of Directors meeting (presentation can be found here: SVCE August 13, 2025 Board of Directors meeting presentations, Item 7). The Board was in support of staff’s proposed SFAs and the Strategic Plan, with feedback to identify more measurable outcomes in tracking what success looks like for the SFAs. Staff has since met to discuss the development of internal metrics and will incorporate as part of ongoing monitoring and reporting on progress towards achieving the SFAs.

BACKGROUND
Annually, coinciding with the development of the operating budget, staff goes through a process of reviewing external changes in the landscape, threats, opportunities, new directives and priorities. Through this effort a review of the current Board-approved Strategic Plan (including the agency’s mission), is conducted to ensure that priorities, goals and resources are properly aligned. At its September 2024 meeting, the Board adopted the Fiscal Year 2024-25 Strategic Plan (September 11, 2024 Board of Directors Meeting – Item 4).

In April 2025 staff kicked-off the process for reviewing the current Strategic Plan and concluded that while much progress has been made in implementing the Strategic Plan, much work is still needed in many areas and therefore the current Strategic Plan remains valid.

Item 1i
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Agenda Item: 1i Agenda Date: 9/10/2025

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ANALYSIS & DISCUSSION
Given the feedback received from the Executive Committee in May 2025, support from the Board in August 2025, and staff’s own assessment of the existing Strategic Plan, only minor changes are being proposed to the Strategic Plan. Further, staff believes the Strategic Plan is durable for two years, through fiscal year 2026-27 and therefore concurs with the Executive Committee’s recommendation and the Board’s support to move to a biennial cycle. Staff will continue to provide quarterly updates to the Board on accomplishments and progress for both the SFAs and Strategic Plan.

Following are the proposed 2025-2027 SFAs:

SFA1: Expand Affordability Efforts
Expand rate-related education, legislative and
regulatory advocacy, and rate-setting principles to
support all-electric as the most affordable and
competitive option for customers.

SFA2: Expand Clean & Reliable Grid Actions
Design and assess scenarios which align with SVCE’s
long-term clean targets to determine most
affordable, viable and low risk pathways; evaluate
SVCE product offerings to ensure the agency
provides customers a sustainable balance of clean,
reliable and affordable energy.

SFA3: Expand Offerings to C/I Customers
Engage commercial and industrial customers in
new/expanded SVCE offerings, including
electrification and demand-side management
programs, and customized generation services;
track and serve new large loads.

SFA4: Prepare Region for Electrification at
Scale
Inform and prepare for upcoming requirements such
as Bay Area Air District and California Air Resources
Board rules to ensure they are implemented
sensibly, successfully, and equitably; continue
scaling SVCE efforts.

SFA5: Attract & Retain Employees
Be the Employer of Choice and maintain culture of
innovation, collaboration, high performance, and
passion for our mission.

Following is the proposed 2025-27 Strategic Plan:

1. Advance policies which support SVCE’s mission to reduce dependence on fossil fuels.

2. Long-term, target for 100% clean energy annually by building a balanced portfolio with consideration for both affordability and reliability while exploring long-term pathways to clean power supply.

3. Create a long-term decarbonization plan that integrates supply and demand changes, opportunities, and challenges.

4. Acquire power supply resources in a cost-effective manner to meet legislative and regulatory obligations, Board directives and customer specific products.

5. Manage and optimize load and power resources to meet affordability, GHG reduction and reliability objectives.

6. Maintain healthy financial position; avoid failures in management of market risk, credit risk, liquidity risk, operational risks, and enterprise risks.

Item 1i
-
Agenda Item: 1i Agenda Date: 9/10/2025

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7. Support all SVCE communities to decarbonize through local investments that reduce barriers and demonstrate sensible, scalable, and equitable solutions.

8. Engage customers and community stakeholders to build trust of SVCE and advance decarbonization.

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).

10. Hire, retain and develop high-performing talent via competitive benefits and rewarding work culture.

STRATEGIC PLAN
The strategic planning process is relevant to the overall Strategic Plan, specifically Goal 9 to “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)”.

ALTERNATIVE
Staff is open to suggestions from the Board regarding the proposed SFAs and Strategic Plan.

FISCAL IMPACT
N/A

ATTACHMENT

1. Proposed FY 2025-2027 Strategic Plan
Item 1i
Proposed FY 25 - 27 Strategic Plan
1 Proposed 9/10/25
External Policy, Regulatory and Legislative Advocacy and Support Goal 1: Advance policies which support SVCE’s mission to reduce dependence on fossil fuels.

SVCE Strategy and Planning
Goal 2: Long-term, target for 100% clean energy annually by building a balanced portfolio with consideration for both affordability and reliability while exploring long-term pathways to clean power supply.

Power Procurement, Management and Operations
Goal 4: Acquire power supply resources in a cost-effective manner to meet legislative and regulatory obligations, Board directives and customer specific products.

Goal 5: Manage and optimize load and power resources to meet affordability, GHG reduction and reliability objectives.

Financial Planning
Goal 6: Maintain healthy financial position; avoid failures in management of market risk, credit risk, liquidity risk, operational risks, and enterprise risks.

Program Development and Implementation
Goal 7: Support all SVCE communities to decarbonize through local investments that reduce barriers and demonstrate sensible, scalable, and equitable solutions.

Customer Service and Community Relations
Goal 8: Engage customers and community stakeholders to build trust of SVCE and advance decarbonization.

Human Resources, Business Processes, Information Technology, Systems and Data Governance 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).

Goal 10: Hire, retain and develop high-performing talent via competitive benefits and rewarding work culture.

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Staff Report – Item 1j
Item 1j: Receive 2025 Legislative Response to Industry Transition Ad Hoc Committee Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Elliot Scozzola, Committee Chair
Date: 9/10/2025
The Legislative Response to Industry Transition 2025 Ad Hoc Committee (“Committee”) met August 25, 2025.

The Committee received information from staff on the state and federal legislative landscape and discussed priority legislation aligned with SVCE’s 2025 Legislative Policy Platform and focus areas.

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

Item 1j
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Staff Report – Item 1k
Item 1k: Receive Executive Committee Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Yvonne Martinez Beltran, Executive Committee Chair Date: 9/10/2025
The Executive Committee met August 29, 2025 and heard the following: a request to recommend that the SVCE Board approve the distribution of 2022 member agency grant cycle remaining funds, overview and request for the Executive Committee to support the Ad Hoc Committee’s proposed Operating Rules and Regulations amendments, a request for feedback on the Board Chamber design at SVCE’s new headquarters, and received a preview from staff on the integrated decarbonization roadmap.

Zoe Elizabeth, Director of Decarbonization Policy and Community Strategies, presented a request to the Executive Committee to support the distribution of remaining funds from the 2022 member agency grant cycle. Staff provided two options to the Committee, with Option 1 distributing the 2022 remaining funds to the 2024 Non-Competitive Member Agency Grant, or Option 2 distributing those funds to the Developing Community Grants Program. Staff recommended Option 2, however after much discussion the Committee voted unanimously to support Option 1, to increase the existing 2024 Noncompetitive Member Agency Grant, due in part to the potential of planned grant projects costing more than anticipated. Additionally, some members of the Executive Committee raised concerns about the appropriateness of allocating grant funds to religious based non-profit organizations.

George Tyson, Chair of the SVCE Board, presented a request to the Executive Committee to support a recommendation to the SVCE Board of Directors to approve proposed amendments to SVCE’s Operating Rules and Regulations (ORR) from the Ad Hoc Committee (“ORR Committee”), which was formed to review and suggest changes. Chair Tyson reviewed the ORR Committee’s proposed recommendations, comparison of local CCA’s Operating Rules and Regulations, and identification of organizational best practices for ORR Committee’s consideration. The ORR Committee discussed the proposed changes, specifically the addition of a Nominating Ad Hoc Committee to receive proposals for Chair, Vice Chair and Executive Committee membership and to recommend candidates for each. The language in the Removal of Officers was also discussed, due to the lack of specificity of the reasoning to being subject to removal. There was also concern that the meeting schedule and time had been removed from the Operating Rules and Regulations, which staff assured would remain the same due to the adoption of a Resolution setting the meeting schedule prior to the start of each year.

Following a robust discussion, the Committee was unanimous in supporting the changes, as proposed, be brought to the Board of Directors for additional discussion and future adoption.

Director of Decarbonization Policy and Community Strategies Elizabeth presented an item requesting feedback on SVCE’s Board Chamber at SVCE’s future headquarters and introduced SERA Design as the selected design and architecture firm. The Committee provided feedback on various Board Chamber designs, ultimately expressing the preference for a dais consisting of raised stage with movable furniture to allow for flexibility in the space.

Item 1k
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Agenda Item: 1k Agenda Date: 9/10/2025

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Director of Decarbonization Policy and Community Strategies Elizabeth shared a preview of the Integrated Decarbonization Roadmap and identified key strategic areas and program initiatives. Staff provided a historical comparison of the program since implementation and discussed measures to mitigate future adverse changes.

The last item on the agenda, a Program Snapshot of residential rebates, was not heard and will be agendized for the next Executive Committee meeting.

Materials from this meeting can be found on SVCE’s website: SVCE Executive Committee Meeting, August 29, 2025
The next meeting of the Executive Committee will be September 26, 2025 at 10:00 a.m.; materials will be posted no later than 72 hours in advance of the meeting.

Item 1k

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Staff Report – Item 1l
Item 1l: Receive Additional Committees Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Andrea Pizano, Sr. Executive Assistant and Board Clerk Date: 9/10/2025
There are no reports for the Finance and Administration Committee and Audit Committee, as they have not met since the last report.

The Finance and Administration Committee will meet in November, and the Audit Committee will meet Tuesday, September 23, 2025 at 1:30pm at the SVCE Office. Materials for both committees will be posted 72 hours in advance of the meeting dates.

Item 1l
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Staff Report – Item 1m
Item 1m: Receive California Community Power Report
To: Silicon Valley Clean Energy Board of Directors
From: Monica Padilla, CEO
Date: 9/10/2025
Per direction from the SVCE Board on December 9, 2020 for the Chief Executive Officer to provide a report of the ongoing activities of California Community Power (CC Power) after each of its meetings, this is to report CC Power held a regular board meeting on Wednesday, August 20, 2025.

Attached is a summary report from General Manager Alex Morris; materials from the August board meeting can be found here on the CC Power website: CC Power Meeting, 8/20/25 The next meeting of the board will be September 17, 2025 at 1:00 p.m.; meeting materials can be found on the CC Power website: https://cacommunitypower.org/meetings/

ATTACHMENT

1. CA Community Power Board Meeting Summary from General Manager Alex Morris, August 20, 2025 Item 1m
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Staff Report – Item 2
Item 2: CEO Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Monica Padilla, CEO
Date: 9/10/2025
REPORT
Staff Updates
SVCE has several new staff to introduce:

Marvin Jiang joined SVCE on September 3rd as an Associate Finance, Risk, and Data Analyst. He has a Bachelor's degree in Materials Science and Engineering from the University of Pennsylvania and has two years of experience in the energy industry. Marvin was born and raised in Troy, Michigan and currently resides in San Francisco, and enjoys art and painting.

Three fellows from SVCE’s partnership with Strategic Energy Innovations joined in the first week of September, as well.

Alison Maas joined SVCE on September 3rd as the Climate Corps Community Grants Fellow. She recently earned her PhD in English from the University of California, Davis, where she studied how communities narrate and experience environmental change. Originally from Boston, Alison has called California home for the past eight years. Her love of exploring the Bay Area’s coastline and its hiking trails has deepened her commitment to preserving these landscapes and advancing meaningful climate action.

Danika Miller also joined on September 3rd as a Community Outreach Fellow. She recently graduated from the University of New Hampshire with a Bachelor's degree in Sociology and Sustainability, as well as two years of experience in the education nonprofit space. She looks forward to continuing her work in the public sector while exploring the intersection between sustainability, climate action, and education. Danika grew up in Southern California, and currently lives in the South Bay. In her free time, Danika enjoys creating fiber arts and ceramics.

Rio Neves joined SVCE on September 4th as the Program's Marketing Fellow. They have a bachelor’s degree in Women and Gender Studies from Smith College and brings 4 years of social media experience with them. Rio was born in New York City and has worked diligently to combat the climate change crisis in light of how Hurricane Sandy impacted their family.

Personnel Officer Update
Silicon Valley Clean Energy is currently recruiting for a Forecast Load Planner. Job descriptions and applications for the above positions can be found on SVCE’s website: Current Job Openings Power Resources & Clean Energy Update
On August 18, 2025 SVCE sent notice of an Early Termination Date to Atlas Solar III, LLC for its Renewable Power Purchase Agreement (RPPA) signed with SVCE on January 13, 2021. The Notice of Early Termination was sent due to Atlas Solar III, LLC failing to meet its contractual obligations, under the RPPA SVCE is entitled to the development security deposit that was posted near the time of signing if the RPPA is terminated. The effective date of the termination is August 20, 2025.

Item 2
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Agenda Item: 2 Agenda Date: 9/10/2025

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On August 20, 2025 the Hanford Battery Energy Storage System (BESS) achieved its contractual and market Commercial Operating Date (COD). The Hanford BESS is a 32 MW 4-hour BESS. The BESS can be fully discharged to cover the output of the Peaker portion of the plant (131 MW). Effectively this means that the resource has enough inverters to discharge all the energy content stored onsite in one hour. Since the existing Hanford units are two Peaker's (99 MW) currently integrated into CAISO, the only incremental generation is the 32 MWs of BESS. Of the 32 MWs half the BESS 16 MWs is being counted for Resource Adequacy and Mid Term Reliability.

On August 21, 2025, SVCE executed a master agreement with J. Aron & Company LLC (“J. Aron”) to enable the execution of energy transactions. This master agreement is based on the industry standard Edison Electric Institute (EEI) master power purchase and sale agreement. Executing the master agreement with J. Aron adds a new counterparty to SVCE’s list of approved master agreements which supports risk diversification consistent with the Energy Risk Management Policy. The EEI was approved by the board at the August 13th board meeting (item 1j).

SVCE continues to actively procure short-term clean and renewable resources to meet the Board's targets of 106% clean power on an annual basis for 2026. Based on procurement to-date, SVCE expects to meet the 106% target for 2025 and continues to assess the need for Carbon Free energy for 2026 and will act accordingly if the need arises.

Please see Attachment 1 for a summary of SVCE’s clean energy efforts.

Customer Success Department Updates
Ahead of federal tax credits ending for electric vehicles (EVs), heat pump equipment and solar and batteries, the SVCE marketing team has been helping to promote or host webinars for residential customers. In August, SVCE helped promote two EV webinars hosted by Ride & Drive Clean, a Bay Area-wide non-profit that works to advance EV adoption. Two more webinars are planned for Sept. 11 at 12 p.m. and Sept. 17 at 6:30 p.m. Registration details. Staff also observed a significant spike in EV rebates claimed in August (more than double the average of the previous three months). This may be spurred by the news of EV tax credits sunsetting at the end of the year.

To date, SVCE has paid out 180 rebates totaling $360,000 since the program launched in October 2024.

On Sept. 4 and 9, SVCE is hosting its own webinars to help guide customers on how to stack SVCE rebates with the federal tax credits before they expire. SVCE also published a blog post about the expiring tax credits. Webinar registrations: Thurs, 9/4 at 12 p.m. or Tues, 9/9 at 6 p.m.

As approved by the Board earlier this year, SVCE is distributing $33M back to customers directly with bill credits this fall. Residential customers will receive $50 bill credits and non-residential customer credits are based on their historic usage. The following communications have been or will be issued throughout September. • A press release was issued on Sept. 2 to announce the community reinvestment bill credits. • SVCE will post to its social media channels once a week for the month of Sept. • All customers receiving a credit are to receive a postcard with information about the credit and SVCE’s local reinvestment.
• The information is also being sent via email to customers with an email on file. • The SVCE website homepage has a banner at the top for the month of Sept. with information about the bill credit.

Press and Media
Press Releases
• SV Clean Energy Plugs into Innovation Ecosystem for Latest Round of Pilot Programs, Press Release, 7-29-25
Item 2
Agenda Item: 2 Agenda Date: 9/10/2025

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Media Mentions
• Federal energy savings tax credits expiring early under ‘beautiful bill’, The Los Altos Town Crier, 8-25- 25 • Sunnyvale Imposes Environmental Regulations Likely To Cost Homeowners, The Silicon Valley Voice, 8-26-25
Recent & Upcoming Events
September 7-8 - Mountain View Arts & Wine
Festival
- Sponsorship and tabling
- Downtown Mountain View
September 20 - Assemblymember Berman
Health Fair (tentative)
- Tabling
- 1:30 p.m. – 3:30 p.m.
- Castlemont Elementary School, 3040
Payne Ave, Campbell, CA 95008
September 20 – 21 - Los Gatos Fiesta de
Artes
- Sponsorship and tabling
- Los Gatos Civic Center, Los Gatos, CA
95030
October 7 - CPUC Small & Diverse Business
Expo
- Tabling
- 9 a.m. - 1 p.m.
- Carson Event Center, 801 Carson St.,
Carson, CA 90745
October 12 - Day on the Bay (tentative)
- Tabling
- 10 a.m. - 3 p.m.
- Alviso Marina County Park, 1195 Hope
Street, San Jose, CA 95002
October 18 -19 - Campbell Oktoberfest
(tentative)
- Sponsorship and tabling
- Downtown Campbell
October 18 -19 - Campbell Oktoberfest
(tentative)
- Sponsorship and tabling
- Downtown Campbell
October 15 – Watts for Lunch
- SVCE-hosted event for C&I customers
- Topic is Load flexibility and Demand
Management
- Sunnyvale City Hall
October 25 - Sunnyvale Frunk-or-Treat
- Tabling
- 11 a.m. - 3 p.m.
- 433 Charles St, Sunnyvale, CA 94086
Regulatory & Legislative Update
Regulatory:

On August 8, 2025, Administrative Law Judge Goldberg issued a draft Resolution denying SVCE’s appeal of its citation for non-compliance of its 2023 year-ahead resource adequacy filing. In its appeal, SVCE argued impossiblity in defense – that compliance was impossible due to lack of products available in the market, regardless of the price. SVCE submitted comments to the draft Resolution on September 9, and a final Resolution is expected to be approved at the CPUC’s meeting on September 18.

Legislative1:

State: The legislative session ends on September 12, 2025, and the Governor has until October 12, 2025, to sign or veto bills. As of early September, several major legislative priorities including SB 540 (Becker) on regional energy markets, Cap and Invest reauthorization, and energy affordability are still under negotiation in the 1 Updated as of September 3, 2025.

Item 2
Agenda Item: 2 Agenda Date: 9/10/2025

Page 4 of 9 ends

legislature. SVCE continues to work with CalCCA and other stakeholder partners to advocate for legislative priorities.

Federal: Congress is working on the Fiscal Year ‘26 budget, and committees are releasing their proposals. Of note, the House Labor, Health and Human Services, and Education subcommittee proposed a $10 million increase for the Low-Income Home Energy Assistance Program (LIHEAP). The Senate’s Labor, Health and Human Services and Education subcommittee proposed a $20 million increase for the program. The LIHEAP program provides utility bill assistance, weatherization, and energy efficiency education for low-income people. The current Continuing Resolution that is funding the federal government expires at the end of September.

New SVCE Headquarters
Staff continues to make progress on the design of the new SVCE Headquarters. SVCE submitted an application for a Special Development Permit to the City of Sunnyvale. This permit is required by the City of Sunnyvale to change the use of the building from strictly an office building to a space that can also be used for Board meetings and stakeholder events. The architectural team completed the schematic design for the layout of the office space and Board Chambers and is now moving in the design development phase that will include more detailed design elements.

To inform this next stage of development, staff facilitated a discussion with the Executive Committee at its August 29, 2025 meeting on options for the Board Chamber layout. Options included a fixed stage and a fixed dais, a fixed stage with movable furniture, and a room with no stage or fixed furniture. The benefits of the stage include more visibility for Board members and audience members. The benefits of the more flexible setup include greater ability to use the space for multiple types of events. The Executive Committee expressed a preference for a fixed stage with movable furniture. Staff will move forward with assessing the feasibility and cost of this option.

Simultaneously, staff is working to contract for repairs to the building caused from an accident that occurred on August 7, 2025.

The project is currently on schedule. Staff intends to bring a new contract for construction services to the Board in January 2026 and to move into the building in July 2026.

Look Ahead Update
Staff continues to plan for Board and committee meetings through the end of the year. Below is a preview of what’s ahead for the Board from October through December 2025:

Item 2
Agenda Look Ahead: October - December 2025
October November December
8 th: BOD Meeting
• Approve Transportation Electrification
Program Plans and Budget Reallocations
for Two Years -Action
• Clean Pathways Progress - Discussion
• CC Power PPA -Action
• Local Agency Action Planning -
Informational
12th: BOD Meeting
• Study Session: Topic TBD
• SVCE Communications and Marketing
Strategy -Informational
• Competitive Community Grants Update -
Informational
• Net Billing Tariff Update -Discussion
10th: BOD Meeting
Approve FY 2025-26 Budget Update
and 2026 Customer Rate Setting -
Action
Approve 2026 Legislative Policy
Platform-Action
Board Elections Info -Informational
Local Agency Action Planning -
Informational
Board Workshop to discuss Key
Strategic Initiatives (tentative)
*Please not© the items on this schedule may change
depending on priorities
Agenda Item: 2 Agenda Date: 9/10/2025

Page 5 of 9 ends

ATTACHMENTS

1. Clean Power Update, September 2025

2. Regulatory and Legislative Update, September 2025
Item 2
Agenda Item: 2 Agenda Date: 9/10/2025

Page 6 of 9 ends

Exhibit 1 - CEO Agreements Executed Under Delegated Authority The following agreements have been executed by the CEO or their delegate, consistent with the authority delegated by the Board:

Type Consultant Description Compensation Term Authority Agreement Acterra Education
Nonprofit Grant
Agreement
NTE - $20,000 7/9/2025-
6/30/2026
CEO Spending
Authority
Amendment Shute, Mihaly &
Weinberger LLP
Special Counsel
Legal Consultation
Services
NTE - $199,999 No change
to term
CEO Spending
Authority
Agreement Nativa Marketing
Campaign
Services to Reach
Spanish-Speaking
Customers
NTE - $27,300 7/15/2025 -
12/31/2025
CEO Spending
Authority
Amendment PFM Financial
Advisors, LLC
Financial Advisors
Services
No Changes to NTE Extends
term to
9/30/2026
CEO Spending
Authority
Agreement Breathe California
of the Bay Area
Outreach and
Marketing
Partnership
NTE- $248,954 7/17/2025 -
6/30/2027
CEO Spending
Authority
Agreement Kestrel Energy Prepay
external review
NTE- $22,600 7/22/25 –
completion
of work
CEO Spending
Authority
Agreement City of Mountain
View
Decarbonization
Grant Program
Agreement
NTE - $100,000 7/24/2025 -
12/31/2027
BOD
Delegated
Authority
(3/12/2025)
MOU City of Sunnyvale Meeting Space
Rental
NTE - ~ $35,000 8/1/2025-
12/31/2026
CEO Spending
Authority
Agreement CCCFA and
Ballard Spahr LLP
Bond and Special
Tax Counsel
Services
NTE - $275,000 7/18/25 -
9/30/25
BOD Approved
(6/11/2025)
Agreement Chapman and
Cutler LLP
Legal Services NTE - $175,000 8/12/2025 -
12/31/2025
BOD
Approved
(6/11/2025)
Amendment CompassPoint
Mentorship
Education
Nonprofit Grant
Agreement
No Changes to NTE Extends
term to
12/31/2026
Board
Approved
Grant Funding
(10/9/2024)
Agreement City of Sunnyvale Member Agency
Grant Program
NTE- $100,000 8/12/2025-
12/31/2027
Board
Approved
(3/2025 -
Member
Agency
Competitive
Grant
Program)
Item 2

Page 7 of 9 ends

Type Consultant Description Compensation Term Authority Agreement KMVT15
Mountain View
Community
Television
Professional video
production
services
NTE - $30,000 8/12/2025 -
7/31/2026
CEO Spending
Authority
Agreement Paytech HRIS
Implementation
NTE - $18,000 8/11/2025 -
8/10/2026
CEO Spending
Authority
Agreement City of Morgan
Hill
Standard Grant
Agreement with
Resources
(Engagement)
NTE - $100,000 8/14/2025 -
12/31/2027
BOD
Delegated
Authority
(3/12/2025)
Agreement Yett Video Animation
Services
NTE - $200,000 8/1/2025-
7/31/2026
CEO Spending
Authority
Agreement Cool The Earth Electric Vehicle
Discount and
Education
Campaign
NTE - $8,800 8/1/2025-
10/31/2025
CEO Spending
Authority
Agreement Richards, Watson
& Gershon
Legal Services NTE - $215,000 10/1/2025-
9/30/2025
BOD Approved
(8/13/2025)
Amendment Maher
Accountancy
Accounting and
Audit Support
Services
NTE - $1,125,100 10/1/2025 -
9/30/2028
BOD Approved
(8/13/2025)
Agreement Pick My Solar
Corp. dba
Electrum
Concierge home
electrification
marketplace
NTE - $67,465.75 8/26/2025-
9/30/2027
CEO Spending
Authority
Agreement City of Morgan
Hill
Member Agency
Grant Program
Agreement
NTE - $1,000,000 8/18/2025 -
12/31/2028
Board
Approved
(3/2025 -
Member
Agency
Competitive
Grant
Program)
Agreement Tenaska Scheduling
Coordinator
Agreement
NTE – combined
$1,700,000
8/20/2025 -
12/31/2026
Board
Approved
(8/13/2025)
Agreement Tenaska Scheduling Agent
and Energy
Management
Services
NTE – combined
$1,700,000
8/20/2025 -
12/31/2026
Board
Approved
(8/13/2025)
Agreement EcoMetricx Cloud
Infrastructure
Implementation
Service
NTE - $800,000 8/18/2025 -
8/17/2028
Board
Approved
(8/13/2025)
Agreement Renew Home

VPP, LLC
Renew Home Pilot
Agreement
NTE - $25,000 8/20/2025 -
12/31/2025
CEO Spending
Authority
Amendment Camus Software as a
Service
No change Extends term
to 9/30/2025
CEO Spending
Authority
Item 2
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 2 Agenda Date: 9/10/2025

Page 8 of 9 ends

Agreement City of Sunnyvale Member Agency
Grant Program
Agreement
NTE - $1,000,000 9/2/2025 -
12/31/2028
BOD Approved
(3/2025 -
Member
Agency
Competitive
Grant
Program)
Amendment City of Cupertino Video Production
Services
No change to NTE No change to
term
CEO Spending
Authority
Amendment San Jose
Conservation
Corps
Demonstration
Home Trailer
Transportation
and Storage
$10,000 added to
NTE
Extends term
to
10/31/2025
CEO Spending
Authority
Item 2

Page 9 of 9 ends

Exhibit 2 - CEO Power Supply Agreements Executed Under Delegated Authority Counterparty Name Execution/Effective Date Transaction Type Product Start Date End Date Notional
Value
Powerex
8/6/2025 Purchase
Resource Adequacy and
Carbon-Free Energy
5/1/2026 10/31/2026 $1,890,210
Shell Energy North America 8/11/2025 Purchase Carbon-Free Energy 1/1/2028 12/31/2028 $425,000 Morgan Stanley Capital Group 8/21/2025 Purchase Hedge Energy 1/1/2026 12/31/2026 $1,178,000 Clean Power SF 8/25/2025 Purchase Resource Adequacy 7/1/2026 7/31/2026 $400,000 Pacific Gas & Electric Company 8/26/2025 Purchase Carbon-Free Energy 1/1/2026 12/31/2026 $512,500 Constellation Energy
Generation
8/29/2025 Purchase Import Allocation Rights 6/1/2026 9/30/2026 $57,600 Item 2

SILICON VALLEY

CLEAN ENERGY
• Subtitle
New SV Clean Energy
PowerPoint Template
CEO Report
Clean Power Update
SVCE Board Meeting
September 10, 2025
Item 2
Attachment 1
Clean Power Update, September 2025

SILICON VALLEY

CLEAN ENERGY
2 California’s Clean Energy Goals
SVCE’s
procurement
targets are
primarily driven
by regulatory
requirements
and Board goals
• 60% Renewable Energy by 2030 SB100 • 100% Carbon Free by 2045 • 65% of Renewable Energy must be from Long-Term SB350 (10yr or more) contracts • Mid-Term Reliability
• Established by the CPUC to focus on securing
sufficient online resources to meet expected demand
in the coming few years
MTR
• 100% Clean – annually, with line losses
• 75% Renewable by 2030
• 100% Renewable by 2035 (adopted late 2024)
SVCE
BOD
Item 2
Attachment 1
Clean Power Update, September 2025
3 SVCE is On Track to Meet SB100 and Agency Goals
for Clean and RPS…
Item 2
Attachment 1
Clean Power Update, September 2025 Clean Volumes (MWhs) 4M
3M
2M
1M
OM
Compliance Year
•
RPS Volumes GHG Free Volumes •SVCE RPS Position •SVCE Clean Position •SB1OO Target•SVCE Clean Target 120%
100%
80%
60%
40%
20%
0%
Percent of Retail Load
4 And Making Significant Progress Toward Meeting
Long-Term RPS Targets
SB350 is a multi-year compliance
period obligation,
which has interim
annual targets
9%
7%
1%
3%
3%
5%
4%
8%
5% 45%
31%
% of Retail Sales
CY 2025 Expected Long-Term RPS
• Currently in Compliance Period 5: 2025-2027
Item 2
Attachment 1
Clean Power Update, September 2025
Long-Term Power Purchase Agreements
• $3.8B+ in commitments
• 24 PPAs signed
• 21 new build projects
• 970 MW of Renewable Power
• 1,640 MWh of Battery Storage
10 Projects now delivering to SVCE:
• COSO geothermal - January 2022
• Slate Solar + Storage – January 2022
• Casa Diablo geothermal – July 2022
• Mountain View wind – July 2022
• Rabbitbrush Solar + Storage – October 2022
• Terra-Gen Wind – January 2023
• Yellow Pine Solar + Storage – July 2023
• Victory Pass Solar + Storage – March 2024
• Baldy Mesa Storage (RA-only) – June 2024
• Hanford BESS – August 2025
Item 2
Attachment 1
Clean Power Update, September 2025
Long-Term Contracts: Online
Victory Pass Solar + Storage
Casa Diablo Geothermal
Seller Project Name Technology Generation MW Storage MW Storage MWh Term
(years)
SVCE Board
Approval
1 MN8 Slate Solar + Storage 93 46.5 186 17 Oct-18
2 Ormat Casa Diablo Geothermal 7 10 Feb-20
3 Atlantica Coso Geothermal 43.8 15 Mar-20
4 Leeward Rabbitbrush Solar + Storage 40 8 20 15 Apr-20 5 NextEra Yellow Pine Solar + Storage 50 26 104 20 May-20 6 AES Mountain View Wind 33.3 20 Apr-21
7 Clearway Victory Pass Solar + Storage 100 25 100 15 May-21 8 Terra-Gen Cameron Crest Wind 77.7 15 May-21
9 AES Baldy Mesa (RA-only) Storage 0 75 300 10 Sep-22
10 Middle River
Power Hanford Thermal + BESS 99.4 131.4 131.4 12 Apr-23 Item 2
Attachment 1
Clean Power Update, September 2025
Long-Term Contracts: In Development
SunZia Wind & Transmission
Seller Project Name Technology Generation MW Storage MW Storage MWh Term
(years)
SVCE Board
Approval Status
1 Avantus Aratina Solar + Storage 80 50 200 20 Jun-20 Construction 2 SB Energy Angela Solar + Storage 20 10 40 15 Mar-21 Construction 3 Origis San Luis West Solar + Storage 62.5 15.625 62.5 15 Apr-21 Pre-construction 4 Rev Renewables Tumbleed
Long Duration
Storage 15.9375 127.5 15 Feb-22 Construction
5 Ormat Geothermal Portfolio Geothermal 16.75 20 Jun-22 Pre-construction 6 OME Fish Lake Geothermal 1.82 20 Jun-22 Pre-construction 8 NextEra Grace Solar 120 15 Aug-23 Pre-construction
9 NextEra Yellow Pine III Storage 0 24 96 15 Aug-23 Pre-construction 10 NextEra Yellow Pine III
Long Duration
Storage 0 9 72 15 Apr-25 Pre-construction
11 Pattern SunZia Wind 100 15 Nov-23 Construction
12 VCI Energy Garden Green Solar Solar + Storage 50 50 200 10 Oct-24 Pre-construction 13 Pattern SunZia Wind South Wind 17.54 10 May-25 Construction 14 Pattern SunZia Wind North Wind 7.46 10 May-25 Construction Item 2
Attachment 1
Clean Power Update, September 2025
Clean Energy Resources Online Progress
as of August 27, 2025
2025 – H2 • San Luis West Solar + Storage: Pre-construction - delayed • Tumbleweed LDS: Construction mode 2026 – H1 • Aratina Solar + Storage: Construction mode • Fish Lake Geothermal: Pre-construction
• SunZia Wind and SunZia Wind North/South: Construction mode • Angela Solar + Storage: Construction mode
2026 – H2
• Grace Solar: Pre-construction
• Yellow Pine III Storage: Pre-construction
• Yellow Pine III LDS: Pre-construction
• Ormat Geothermal Portfolio: Pre-construction
• Garden Green Solar: Pre-construction
2027+
Item 2
Attachment 1
Clean Power Update, September 2025
THANK YOU!
9 Item 2
Attachment 1
Clean Power Update, September 2025
• Subtitle
New SV Clean Energy
PowerPoint Template
Item 2
Attachment 2
SVCE Leg/Reg Update, September 2025
Item 2
Attachment 2
SVCE Leg/Reg Update, September 2025
CD Policy Updates
Regulatory Update:

1. Demand Flexibility
Legislative Update:

1. State Legislation
2, 2025 Legislative Calendar
2 Item 2
Attachment 2
SVCE Leg/Reg Update, September 2025
Regulatory
Update
Item 2
Attachment 2
SVCE Leg/Reg Update, September 2025
Key Regulatory Activities
Activity Purpose Status
Demand Flexibility
R.22-07-005
To advance demand flexibility
through electric rates.

The California Public Utilities Commission adopted a decision with requirements for the investor owned utilities (Pacific Gas and Electric Company, Southern California Edison Company, and San Diego Gas and Electric Company) to file proposals for a permanent demand flexibility rate, also known as real time pricing rate, in their General Rate Case applications. As part of the requirements, the investor owned utilities are required to coordinate with CCAs such as SVCE on the features of demand flexibility rates to foster customer understanding of demand flexibility rates and ensure that the rates conform with the California Energy Commission's Load Management Standards requirements, which both investor owned utilities and CCAs are subject to. The decision also closed the proceeding. There are several remaining issues, such as how the systems to support demand flexibility rates will be structured and who will maintain and pay for them, yet to be resolved. SVCE will continue to advocate in any future proceedings opened on these matters.
4 Item 2
Attachment 2
SVCE Leg/Reg Update, September 2025
Item 2
Attachment 2
SVCE Leg/Reg Update, September 2025
0 SVCE Bill Positions
Bill Number Summary SVCE Position Position Taken Under
which Board-Adopted
Legislative Platform
Policy
SB 540 Allows the formation of a new
(Becker/Stern) Regional Organization to
enable California to participate
in energy markets with other
western states.

AB 306 AB 306 language was amended
(Schultz/Rivas)/AB into AB 130, a Budget Trailer Bill,
130 and will provide a moratorium on
state building codes and local
reach codes from October 1,
2025 - June 1, 2031, with limited
exemptions.

Support Clean, Reliable Grid
Concerns + amendment Climate Change
suggestions on AB 306 Mitigation/Fuel Switching
and an Oppose Unless
Amended Position on AB
130
6 Item 2
Attachment 2
SVCE Leg/Reg Update, September 2025
0 SVCE Bill Positions
Bill Number Summary SVCE Position Position Taken Under
which Board-Adopted
Legislative Platform
Policy
AB 825 (Petrie-Norris)
Assembly omnibus affordability
bill that includes ratepayer
programs oversight and
reporting language.

Oppose Unless Amended Competitive Equity/Do
No Harm
SB 254 (Becker) Senate omnibus affordability bill
that includes public
transmission financing, wildfire
mitigation oversight, and local
permitting assistance for
renewable projects.

Support Affordability and Rates
7 •
•
•
•
•
•
•
•
•
•
Item 2
Attachment 2
SVCE Leg/Reg Update, September 2025
1 Key 2025 State Legislative Milestones
January 6—Legislature Reconvenes
February 21—Last day for bills to bo introduced
May 2—Last day for policy committees to hoar fiscal bills May 23—Last day for fiscal committees to hoar bills introduced in that house Juno 6—Last day for each house to pass bills introduced in that house Juno 15—Budget bill must pass by midnight
July 18—Last day for policy committees to vote on bills August 29—Last day for fiscal committees to vote on bills September 12 - Last day for each house to pass bills
October 12 - Last day for Governor to sign bills
8

Page 1 of 3 ends

Staff Report – Item 3
Item 3: Approve the Ad Hoc Committee’s Proposed Operating Rules and Regulations (ORR) Amendments and Recommend Changes to the ORR via a Future Resolution To: Silicon Valley Clean Energy Board of Directors
From:

Prepared by:

George Tyson, SVCE Board Chair, on behalf of the Ad Hoc Committee on Operating Rules and Regulations
Andrea Pizano, Sr. Executive Assistant and Board Clerk
Date: 9/10/2025

RECOMMENDATION
The Ad Hoc Committee on Operating Rules and Regulations (ORR Committee) requests that the Silicon Valley Clean Energy (SVCE) Board of Directors (“Board”) approve proposed changes to SVCE’s Operating Rules and Regulations as provided for in Attachment 1.

EXECUTIVE COMMITTEE RECOMMENDATION
The Executive Committee met August 29, 2025 and considered the proposed amendments. Three areas of discussion were regarding the removal of the location, date and time of the regular meeting schedule from the Operating Rules and Regulations by staff, the proposal to create an annual Nominating Ad Hoc Committee, and the language regarding Removal of Officers.

Staff explained the removal of the location, time and cadence of regular meetings was due to having the regular meeting schedule set by Resolution before the start of every calendar year. In the event the regular meeting schedule needed to change (which has not happened), the schedule could be changed at one meeting with the adoption of a new resolution rather than needing two readings, and two meetings, to make changes to the Operating Rules and Regulations. Staff assured the Executive Committee there are no plans to change the regular meeting schedule from the second Wednesday of each month at 7:00 p.m., though the location may need to change from time to time. This schedule has remained consistent throughout SVCE’s existence.

Special Meetings would be noticed in advance after polling availability of members if the meeting date or time needed to vary from the usual schedule.

The proposal to create an annual Nominating Ad Hoc Committee of the Board was discussed in great detail, as there were concerns that the process may be viewed as being politicized. The purpose of forming the Nominating Committee would be to standardize how the appointments for Chair, Vice Chair, and the Executive Committee (“Officers”) take place and allow for the suggested qualifications (ex: SVCE Board experience, meeting attendance, engagement, leadership, city size, etc.) to be reviewed. Nominations for Officers would continue to be permitted from the floor during meetings in which those appointments are agendized.

There was also discussion regarding the language in the Removal of Officers section (Section 4), questioning if the cause for removal should be more specific. Generally, the group did not see a concern in leaving the language vague, as it has been that way since first adopted.

The Executive Committee voted unanimously to support the proposed amendments, and encouraged further discussion at the Board level.

Item 3
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 3 Agenda Date: 9/10/2025

Page 2 of 3 ends

BACKGROUND
SVCE’s ORR were first adopted in June 2016 as the Authority was in its infancy with the intent that they can be expanded as the board further addressed its operations and policies. Since then, the ORR has been amended numerous times with minor amendments, enhancements, and clarifications with the most recent amendment occurring in May 2023 to amend language that the Executive Committee membership can be up to six Board members.

In May 2025, the SVCE Board approved the formation of an Ad Hoc Committee to review SVCE’s Operating Rules and Regulations to propose amendments for adoption by the Board of Directors. Membership included Board Chair George Tyson, Board Vice Chair Larry Klein, and Director Pat Showalter. The scope of the Committee included the following:
• Review SVCE’s current ORR;
• Research neighboring CCA bylaws, best practices and operations; • Identify potential amendments to the ORR;
• Combine with staff-recommended changes and jointly prepare a draft with staff; • Present a recommendation to the Executive Committee and final to the Board for approval

ANALYSIS & DISCUSSION
Since the formation of the ORR Committee, members have met with other neighboring CCAs on best practices, worked with staff on suggested amendments, and met numerous times as a committee. As a result of the review, the following amendments are being suggested:

Suggested Administrative Amendments from Staff:
• Purposes section has been reworded to elaborate on SVCE’s mission to provide clean energy for residents and businesses within SVCE’s jurisdiction at a fair price; • Meeting location details have been removed given the most recent need to change venues and the future location change to SVCE’s new headquarters;
• Details added to the Finance and Administration Committee and Audit Committee purpose and scope; and
• Addition of parliamentary procedure followed (Rosenburg’s Rules of Order).

Suggested Process Changes from Ad Hoc Committee and Staff (high-level):
• Creation of a Nominating Ad Hoc Committee, consisting of three Directors nominated by the Vice Chair to receive proposals for the roles of Officers including the Board Chair, Vice Chair and Executive Committee membership and to recommend candidates for those roles to the Board; • Implementing randomized votes for any contested positions; • Addition of Board of Directors Best Practices;
• Board Chair and Vice Chair would be offered automatic positions on the Executive Committee; • Introduction of a removal process for committee members due to absences from three meetings in a 12-month period; and
• Minimum experience in serving on SVCE’s Board for the role of Chair (two years experience), Vice Chair (one year experience), and Executive Committee (one year experience).

If supported by the Board, written notice of the full proposed changes would be sent at the end of September, and adoption of these changes would occur via resolution at the October 2025 Board meeting.

STRATEGIC PLAN
Reviewing and amending SVCE’s Operating Rules and Regulations supports Goal 9 of SVCE’s Strategic Plan to, “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 3
Agenda Item: 3 Agenda Date: 9/10/2025

Page 3 of 3 ends

ALTERNATIVES
The Board can propose alternative or additional amendments to the Operating Rules and Regulations.

FISCAL IMPACT
No anticipated fiscal impact as a result of amending the Operating Rules and Regulations.

ATTACHMENT

1. Proposed Amendments to SVCE’s Operating Rules and Regulations (redline) Item 3
1 12660-0002\1961754v32.doc
Amended: 5/10/23

SILICON VALLEY CLEAN ENERGY AUTHORITY

OPERATING RULES AND REGULATIONS

ARTICLE I

FORMATION
The Silicon Valley Clean Energy Authority (the “Authority”) was established on March 31, 2016 pursuant to the execution of the Silicon Valley Clean Energy Authority Joint Powers Agreement (the “Agreement”) by the County of Santa Clara, the Cities of Campbell, Cupertino, Gilroy, Los Altos, Monte Sereno, Morgan Hill, Mountain View, Saratoga and Sunnyvale and the Towns of Los Altos Hills and Los Gatos. The City of Milpitas joined the Agreement on November 27, 2017. The members of the Authority are referred to as Party or Parties in these Operating Rules and Regulations. As defined by the Agreement, these Operating Rules and Regulations consist of rules, regulations, policies, bylaws and procedures governing the operation of the Authority.

ARTICLE II

PURPOSES
The Authority is formed to provide clean energy for our communities at a fair price. This includes study, promote, develop, conduct, operate, procure energy resources and related products and services and manage energy and energy-related climate change programs for all residents and businesses within its jurisdiction, and to exercise all other powers necessary and incidental to accomplishing this purpose. These programs include but are not limited to the establishment of a Community Choice Aggregation Program known as Silicon Valley Clean Energy in accordance with the terms of the Agreement.

ARTICLE III

NOMINATING COMMITTEE
In December, the Vice Chair may designate three Directors to serve on an Ad-hoc Nominating Committee (“Nominating Committee”) to gather interest in serving as the Board Chair and Vice Chair or on the Executive Committee (“Officers”). Directors seeking to be selected for the positions of Chair, Vice Chair, and Executive Committee will submit their names to the Nominating Committee, along with any supporting documents they choose. The Nominating Committee shall consider qualifications such as meeting attendance, engagement, leadership, city size, geography, professional background and present a recommendation for appointments to the Executive Committee to the Board for consideration. The Nominating Committee shall consider it a best practice to recommend the Board Vice Chair to serve as the Chair of the Executive Committee. Final Nomination Committee recommendation for Chair, Vice Chair and Executive Committee shall be provided to the Board Clerk for consideration at the following January Board meeting. Additionally, nominations for Chair, Vice Chair, and Committees will also be permitted from the floor during the meetings in which those appointments are agendized.

Item 3
Attachment 1
Draft Amended SVCE ORR - Redline
2 12660-0002\1961754v32.doc
Amended: 5/10/23

ARTICLE IVII

BOARD OF DIRECTORS
Section 1. Appointment of Chair and Vice-Chair. The Board shall appoint from among themselves by majority vote a Chair and Vice-Chair. The Chair and Vice-Chair shall be appointed for one-year terms expiring at the annual meeting held in January of each year. In the event of a contested election for the Chair or Vice-Chair, Directors will vote in a randomized order, with randomization performed for each new vote. Minimum Board service shall be two years for Chair, and one year for Vice Chair. As provided by the Agreement, there are no limits on the number of terms that a Board member may serve as Chair or Vice-Chair.

Section 2. Appointment of Secretary and Treasurer. The Secretary and Treasurer shall be appointed by the Board for one-year terms expiring at the annual meeting held in January of each year.

Section 3. Extension of Term of Office. If for any reason, the appointment of a Board officer is not made in January of any year, such officer shall continue to serve in his or her position until an appointment is made at a meeting of the Board.

Section 4. Removal of Officers. An officer of the Bboard shall be subject to removal as an Oofficer of the Bboard or a Ccommittee thereof at any time for any reason by a majority vote of the entire Board or the Ccommittee respectively.

Section 5. Removal of Board Members for Cause. A Director may be removed by the Board or a Committee thereof for cause. Cause shall be defined for the purposes of this section as follows:
a. For removal from the Board, Uunexcused absences from three consecutive Board meetings. Board members shall make every effort to notify the Chair and/or Board Clerk no later than 24 hours prior to any regular meeting of his/hertheir absence. The failure to give such notice shall be deemed an unexcused absence unless the failure to give timely notice was due to emergency circumstances.
a.b.For removal from a Committee, absences from three meetings of that Committee in a 12-month period regardless of whether they are excused or consecutive. b.c.For removal from any governing body of the Agency, Uunauthorized disclosure of confidential information or documents from a closed session or the unauthorized disclosure of information or documents provided to the Director on a confidential basis and whose public disclosure may be harmful to the interests of the Authority. d. For removal from any governing body of the Agency, Ffailure to comply with SVCE’s Code of Ethics Policy.

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Written notice shall be provided to the Director proposed for removal and the governing body that appointed such Director at least thirty days prior to the meeting at which the proposed removal will be considered by the Board. The notice shall state the grounds for removal, a brief summary of the supporting facts, and the date of the scheduled hearing on the removal. The Director proposed for removal shall be given an opportunity to be heard at the removal hearing and to submit any supporting oral or written evidence. A Director shall not be removed for cause from the Board unless two-thirds of all Directors on the Board (excluding the Director subject to removal) vote in favor of the removal. A simple majority of members of a Committee may remove another member of their Committee for cause (excluding the Director subject to removal).

Following any removal of a Director from the Board, their Alternate, may serve in their place until the governing body of the subject Director appoints a replacement. Following any removal of a Committee member, the Chair will work with the Board Clerk to agendize the appointment of a replacement Committee member by the Board of Directors at a regular or special meeting.

Section 6. Reimbursement of Expenses. Directors may be reimbursed for travel and meeting expenses in the same manner as Authority staff. The Chief Executive Officer (“CEO”) shall be responsible for authorizing all Director reimbursements.

Section 7. Board of Directors Best Practices. The following best practices are provided to support the efficient and effective operation of the Board of Directors and the Authority:
a. Directors and Alternates treat Authority staff, fellow Directors, and the public with respect and courtesy.
b. Director and Alternate requests for information or support from the staff are directed to and managed by the CEO.
c. The CEO will inform the Board Chair of any concerns with a Director’s or Alternate’s actions or requests.
d. Directors and Alternates are well-prepared for meetings, taking care to review materials and develop a working understanding of the proposals ahead of the meeting. The CEO will be available to support Directors and Alternates with their preparation.
e. Directors and Alternates communicate as early as possible, ideally two weeks prior to the meeting, regarding attendance at Board meetings., This includes arranging for and supporting the preparation of their Alternates to participate as substitutes and communicating any expected absences or, necessary alternative meeting locations (e.g. remote participation) to the Board Clerk. f. In appointing Directors and Alternates, member communities are encouraged to appoint their representatives to serve for consecutive years. This will help the Board of Directors retain expertise related to the highly technical nature of the Authority’s work.

ARTICLE IV
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COMMITTEES
Section 1. Establishment of Committees. The Executive Committee and all other Committees of the Board shall be selected as provided by Sections 4.6 and 4.7 of the Agreement. Each duly established Committee may establish any Standing or Ad Hoc Committees determined to be appropriate or necessary. The duties and authority of all Committees shall be subject to the approval and direction of the Board. The term of office for each Committee established by the Board shall be one year. Directors serving as Committee Chairs are expected to attend a high percentage of planned meetings in person.

The Executive Committee members shall be appointed at the annual meeting in January in accordance with Section 2 with all other standing Committee members appointed in February. In the event of a contested election for Committee appointments, Directors will vote in a randomized order, with randomization performed for each new vote. There are no limits on the number of terms that a Director may serve on a Committee. If for any reason, the appointment of standing Committee members is not made at either the January or February meeting of the Board in any year as provided above, such Committee members shall continue to serve in their positions until an appointment is made at a meeting of the Board. An alternate Director may not attend a Committee meeting on behalf of an absent regular Director. Except for the Executive Committee, alternate Directors may be appointed by the Board to Committees. However, for each Committee, not more than one Committee member shall represent a particular member agency.

Section 2. Executive Committee. There shall be an Executive Committee consisting of up to six Board members. The Board Chair and Vice Chair shall be offered membership on the Executive Committee. Minimum Board service prior to serving on the Executive Committee shall be one year, except when there are fewer than five qualified and willing Directors. The duties of the Executive Committee shall be to review and provide advice to the Chief Executive Officer and the entire Board on policy, operational and organizational matters and perform such other responsibilities, tasks or activities as delegated to it by the Board.

Section 3. Finance and Administration Committee.

The Board of Directors appoints the Finance and Administration Committee to primarily provide financial oversight for SVCE and recommend to the Board the approval of budgets, financial plans, reserve policies and certain financial, accounting, internal controls and accountability, administrative and information technology related policies and plans, monitoring adherence to the budget, and present financial reports to the Board of Director. Specific task areas will include budgeting and financial planning, financial reporting and the creation and monitoring of internal controls and accounting policies and investments.

The Finance and Administration Committee shall consist of no fewer than three members and no greater than six members, appointed annually by the Board of Directors. Eligible Members shall be Board members, Alternate Board members, and Member Agency Staff. Committee Membership shall prohibit the appointment of Alternate Finance and Administration Committee Members. No more than one eligible Committee Member shall represent their respective Item 3
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Member Agency. The Finance and Administration Committee shall designate a chairperson. It is a best practice for new Directors to serve on the Finance and Administration Committee.

The Finance and Administration Committee shall meet no fewer than three times per year. The Finance and Administration Committee will be a Brown-Acted meeting.

Section 4. Audit Committee.

The Board of Directors appoints the Audit Committee to, among other things, select an independent auditor, oversee and review the accounting and financial reporting process and the audit of the Agency’s financial statements by the independent auditor, recommend the results of the audit for approval by the Board of Directors, and review the annual report for consistency with the audited financial statements; and monitor compliance with SVCE’s Conflict of Interest Code. Each member shall be free of any relationship that, in the opinion of the Board of Directors, would interfere with his or her individual exercise of independent judgement.

The Audit Committee shall consist of no fewer than three members and no greater than six members, appointed annually by the Board of Directors. Eligible Members shall be Board members, Alternate Board members, and Member Agency Staff. Committee Membership shall prohibit the appointment of Alternate Audit Committee Members. No more than one eligible Audit Committee Member shall represent their respective Member Agency. The Audit Committee shall designate the chairperson.

The Audit Committee shall meet as often as it determines necessary or appropriate to fulfill its responsibilities, but no fewer than twice annually – once to review the audit plan and once to review the audited financials, and related documents, and to review the audit engagement, special investigations, financial irregularities and internal control failures. The Audit Committee will be a Brown-Acted meeting.

The Audit Committee is not responsible for planning or conducting audits. The independent auditor is responsible for planning and conducting audits. Neither is the Audit Committee responsible for preparing and presenting SVCE’s financial statements in accordance with generally accepted accounting principles; maintaining effective internal control over financial reporting; nor ensuring SVCE is in compliance with applicable laws, regulations, and other requirements. These are responsibilities of the Authority, and the independent auditor and the Audit Committee have independent and complementary oversight responsibilities for determining that the related objectives of management’s responsibilities, as described, are achieved.

ARTICLE VI

MEETINGS
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Section 1. Regular Meetings. The regular meetings of the Board of Directors of Authority shall be fixed by resolution or ordinance of the Boardheld on the second Wednesday of each month at the hour of 7 p.m. at the Cupertino Community Hall, located at 10350 Torre Avenue, in Cupertino, California. In the event that the regular meeting location Cupertino Community Hall is not available for a regular or adjourned regular meeting, the Chair of the Board may designate an alternative meeting place within the jurisdiction of the Authority after consultation with the Chief Executive OfficerCEO and Board Clerk on available meeting locations.

Section 2. Special Meetings. Special meetings of the Board may be called at any time and may be held in any location within the jurisdiction of the Authority as provided by the notice for the special meeting.

Section 3. Annual Meeting. The Board shall hold an annual meeting in January of each year at which time it will appoint Board officers and Executive Committee members.

Section 4. Open Meeting Requirements. The meetings of the Board, the Executive Committee and all other committees established by the Board shall be governed by the provisions of the Ralph M. Brown Act (Government Code Section 54950 et seq.). The Authority will follow Rosenburg’s Rules of Order for parliamentary procedure.

Section 5. Chair and Vice Chair Vacancies. At any meeting of the Board or a committee where the Chair and Vice Chair are not present, the previous Chair of that body will serve as Interim Chair. If that person is not present, the longest serving member of that body will serve as Interim Chair. If it is a new committee, members will draw lots to determine who will serve as Interim Chair.

ARTICLE VII

AMENDMENTS
These Operating Rules and Regulations may be amended by a majority vote of the full membership of the Board but only after such amendment has been proposed at a regular meeting and acted upon at the next or later regular meeting of the Board for final adoption. The proposed amendment shall not be finally acted upon unless each member of the Board has received written notice of the amendment at least 10 days prior to the date of the meeting at which final action on the amendment is to be taken. The notice shall include the full text of the proposed amendment.

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Silicon Valley Clean Energy Board of DirectorsSeptember 10, 2025

Silicon Valley Clean Energy Board of Directors
September 10, 2025