Silicon Valley Clean Energy Board of Directors
September 10, 2025

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

George Tyson, Chair
Town of Los Altos Hills
Larry Klein, Vice Chair
City of Sunnyvale
Elliot Scozzola
City of Campbell
J.R. Fruen
City of Cupertino
Zach Hilton
City of Gilroy
Sally Meadows
City of Los Altos
Rob Rennie
Town of Los Gatos
Garry Barbadillo
City of Milpitas
Bryan Mekechuk
City of Monte Sereno
Yvonne Martinez Beltran
City of Morgan Hill
Pat Showalter
City of Mountain View
Tina Walia
City of Saratoga
Otto Lee
County of Santa Clara
svcleanenergy.org
333 W El Camino Real
Suite 330
Sunnyvale, CA 94087
Silicon Valley Clean Energy Authority
Board of Directors Meeting
Wednesday, September 10, 2025
7:00 pm
Sunnyvale Civic Center
456 W. Olive Avenue
Sunnyvale, CA
Teleconference Meeting
Webinar:
https://svcleanenergy-org.zoom.us/j/81050925400
Telephone (Audio Only):

US: +1 669-219-2599
Webinar ID: 810 5092 5400
Members of the public may also attend this meeting in person, or observe this meeting electronically by accessing the meeting via instructions above. Public Comments can be sent in advance of the meeting via email up to three hours before the meeting begins to Board Clerk Andrea Pizano at [email protected] and will be distributed to the Board of Directors. The public will also have an opportunity to provide comments during the meeting. Members of the public participating remotely and using Zoom may comment during public comment or the applicable agenda item by using the Raise Hand feature and you will be recognized by the Chair. Those using the telephone (audio only) feature should press star 9 on your phones to initiate the “Raise Hand” function in Zoom. You will then be announced, unmuted, and your time to speak will begin.

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

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

AMENDED AGENDA
Call to Order
SILICON VALLEY <3/ CLEAN ENERGY

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

George Tyson, Chair
Town of Los Altos Hills
Larry Klein, Vice Chair
City of Sunnyvale
Elliot Scozzola
City of Campbell
J.R. Fruen
City of Cupertino
Zach Hilton
City of Gilroy
Sally Meadows
City of Los Altos
Rob Rennie
Town of Los Gatos
Garry Barbadillo
City of Milpitas
Bryan Mekechuk
City of Monte Sereno
Yvonne Martinez Beltran
City of Morgan Hill
Pat Showalter
City of Mountain View
Tina Walia
City of Saratoga
Otto Lee
County of Santa Clara
svcleanenergy.org
333 W El Camino Real
Suite 330
Sunnyvale, CA 94087
Roll Call
Public Comment on Matters Not Listed on the Agenda
The public may provide comments on any matter not listed on the Agenda provided that it is within the subject matter jurisdiction of SVCE. Speakers are customarily limited to 3 minutes each, however, the Board Chair may increase or decrease the time allotted to each speaker based on the number of speakers, the length of the agenda and the complexity of the subject matter. Speaking time will not be decreased to less than one minute.

Adopt Resolution Commending Hung Wei for her Dedicated Public Service to SVCE and to the Community
Adopt Resolution Commending Don Bray for his Dedication in the Formation of Silicon Valley Clean Energy in 2016 and Tenure of Dedicated Service Concluding in 2025
Consent Calendar (Action)
1a) Approve Minutes of the August 13, 2025, Board of Directors Meeting 1b) Receive AugustJuly 2025 Treasurer Report
1c) Approve Distribution of 2022 Member Agency Grant Cycle Remaining Funds of $500,000
1d) Authorize the Chief Executive Officer to Enter into a Contract with Hueston Hennigan, LLP for Legal Services for a Success Fee or for a Total Amount Not-to-Exceed $2,500,000
1e) Authorize the Chief Executive Officer to Execute an Amendment with Sunnyvale Village Associates to Extend Lease of Current Office Space for Up to 12 Months
1f) Adopt Resolution Electing to Become Subject to the Uniform Public Construction Cost Accounting Act and Adopting Informal Bid Procedures 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
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
1i) Adopt the Fiscal Years 2025-2027 Strategic Focus Areas and Strategic Plan
SILICON VALLEY <3/ CLEAN ENERGY

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

George Tyson, Chair
Town of Los Altos Hills
Larry Klein, Vice Chair
City of Sunnyvale
Elliot Scozzola
City of Campbell
J.R. Fruen
City of Cupertino
Zach Hilton
City of Gilroy
Sally Meadows
City of Los Altos
Rob Rennie
Town of Los Gatos
Garry Barbadillo
City of Milpitas
Bryan Mekechuk
City of Monte Sereno
Yvonne Martinez Beltran
City of Morgan Hill
Pat Showalter
City of Mountain View
Tina Walia
City of Saratoga
Otto Lee
County of Santa Clara
svcleanenergy.org
333 W El Camino Real
Suite 330
Sunnyvale, CA 94087
1j) Receive 2025 Legislative Responses to Industry Transition Ad Hoc Committee Report
1k) Receive Executive Committee Report
1l) Receive Additional Committees Report
1m) Receive California Community Power Report
Regular Calendar
2) CEO Report (Informational)
3) Approve the Ad Hoc Committee’s Proposed Operating Rules and Regulations (ORR) Amendments and Recommend Changes to the ORR via a Future Resolution (Action)
4) Adopt the Fiscal Year 2025-26 Recommended Operating Budget, and the Recommendation to Maintain the Current Financial Reserves Targets and Policy (Action)
5) Introduction to the Integrated Decarbonization Roadmap (Informational) Board Member Announcements and Direction on Future Agenda Items Public Comment on Closed Session
Closed Session
PUBLIC EMPLOYEE PERFORMANCE EVALUATION:

Title: Chief Executive Officer

CONFERENCE WITH LABOR NEGOTIATORS
Agency designated representatives: Director Tyson, Board Chair, and Director Klein, Board Vice Chair
Unrepresented employee: Chief Executive Officer
Report from Closed Session
Adjourn
SILICON VALLEY <3/ CLEAN ENERGY
Revised: February 7, 2024
1 SVCE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

VPP – Virtual Power Plant – A cloud-based energy supply made up of a collection of an aggregation of distributed energy resources (DERs), such as smart EV chargers, smart thermostats, building energy management systems, battery storage systems, solar PV and smart inverters.
24/7 – Goal of supplying consumer energy demand with 100% carbon-free energy at all hours of the day 1 Resolution 2025-17

SILICON VALLEY CLEAN ENERGY AUTHORITY
RESOLUTION NO. 2025-17

RESOLUTION OF THE BOARD OF DIRECTORS OF SILICON VALLEY CLEAN

ENERGY AUTHORITY COMMENDING HUNG WEI FOR HER PROMOTION OF

COMMUNITY CLEAN ENERGY IN SANTA CLARA COUNTY AND HER DEDICATED

SERVICE ON THE BOARD OF DIRECTORS OF THE AUTHORITY ON BEHALF OF

THE CITY OF CUPERTINO

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

WHEREAS, the Silicon Valley Clean Energy Authority (“SVCEA”) was formed on March 31, 2016, with eleven Cities and Towns and the County of Santa Clara deciding to become the initial members;
WHEREAS, Hung Wei played an important role as Councilmember in the City of Cupertino in promoting community clean energy in Santa Clara County; WHEREAS, the Cupertino City Council appointed Hung Wei as its alternate representative on the Board of Directors of SVCEA, which she served for four years; WHEREAS, Hung Wei served on SVCEA’s Audit Committee her first year of service in 2021;
WHEREAS, Hung Wei also served on SVCEA’s Finance and Administration Committee for three years, leading the committee as Chair for two of those years; WHEREAS, she supported climate action in the City of Cupertino, including promoting reach codes, climate action planning, and innovative approaches to reducing the community’s carbon footprint; and
WHEREAS, she was a tireless advocate for the Cupertino community and worked to model community leadership and service with passion and caring.

NOW, THEREFORE, the Board of Directors of SVCEA hereby acknowledges Hung Wei’s contributions and expresses its sincere appreciation for her dedicated public service to SVCEA and to the community.

ADOPTED AND APPROVED this 10th day of September 2025, by the following vote:

JURISDICTION NAME AYE NO ABSTAIN ABSENT
City of Campbell Director Scozzola
City of Cupertino Director Fruen
Resolution Commending Hung Wei
2 Resolution 2025-17

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

Secretary
Resolution Commending Hung Wei

SILICON VALLEY CLEAN ENERGY AUTHORITY
RESOLUTION NO. 2025-18

RESOLUTION OF THE BOARD OF DIRECTORS OF SILICON VALLEY CLEAN ENERGY AUTHORITY

COMMENDING DON BRAY FOR HIS DEDICATED SERVICE IN THE FORMATION OF SILICON VALLEY CLEAN ENERGY IN 2016 AND TENURE OF DEDICATED SERVICE CONCLUDING IN 2025

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

WHEREAS, the Silicon Valley Clean Energy Authority (“SVCEA”) was formed on March 31, 2016, with eleven Cities and Towns and the County of Santa Clara joining as the inaugural members; and
WHEREAS, Don Bray, initially serving in a consulting role supporting the Silicon Valley Community Choice Energy Partnership, began outreach to future commercial customers about the potential formation of a Community Choice Aggregator in Santa Clara County; WHEREAS, Mr. Bray served as an alternate director representing the City of Los Altos as a member of the city’s environmental commission, a role he held briefly and stepped away from once he was hired as a full-time SVCEA staff member;
WHEREAS, Mr. Bray first served as the Accounts Manager, engaging commercial customers while supporting all operational startup functions of SVCE, including onboarding its meter data management consultant to enable the agency to go live with accurate billing capabilities and reliable customer service;
WHEREAS, Mr. Bray was promoted to Director of Energy Services and Community Relations, overseeing a team dedicated to ensuring vital operational functions were performed for the agency, inclusive of building customer awareness of SVCE offers and services; WHEREAS, Mr. Bray had a vision for mass customer engagement through electrification education and helped develop the first version of the SVCE eHub, an online customer resource center, which has won national awards and recognition;
WHEREAS, Mr. Bray worked for many years to create innovative products for large commercial customers, including a novel approach to 24/7 carbon-free energy with Google, an innovative, first of its kind time-matched energy service that includes demand-side management and investment in ongoing community-wide decarbonization; WHEREAS, Mr. Bray transitioned into the role of Director of Strategic Initiatives at SVCE, positioning the agency to empower customers to take control of their load with new Virtual Power Plant and demand response programs;
WHEREAS, Mr. Bray led, inspired, and mentored a growing group of young professionals to become their best, most efficacious selves by reinforcing the values of due diligence, professional rigor, and thoughtful communication throughout his tenure at SVCE; Resolution Commending Don Bray
WHEREAS, Mr. Bray co-created a culture of excellence among his peers and subordinates rooted in the firm belief that SVCE’s work in decarbonization is essential to the continued prosperity of the region, the planet, and future generations; and
WHEREAS, SVCE would not be the award-winning, nationally-recognized leader it is today without the leadership and foundational work led by Mr. Bray who was a pivotal member of the agency’s formation and ongoing success;
NOW, THEREFORE, the Board of Directors of SVCEA hereby commends Don Bray for his dedicated service in the formation of SVCE in 2016 and tenure of dedicated service concluding in 2025.

ADOPTED AND APPROVED on this 10th 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:
_______________________________________
Secretary
Resolution Commending Don Bray

Silicon Valley Clean Energy Authority
Board of Directors Meeting
Wednesday, August 13, 2025
6:00 pm
Sunnyvale Civic Center
456 W. Olive Ave
Sunnyvale, CA
Gilroy City Hall
Administration Conference Room
7351 Rosanna Street
Gilroy, CA
Villanueva 547
M5507 Lujan de Cuyo
Mendoza, Argentina

DRAFT MEETING MINUTES
Call to Order:

Chair Tyson called the meeting to order at 6:01 p.m.

Roll Call

Present:

George Tyson (Chair), Los Altos Hills
Larry Klein (Vice Chair), Sunnyvale
Elliot Scozzola, Campbell
J.R. Fruen, Cupertino
Tom Cline, Gilroy (participated remotely; joined the meeting at 6:05 p.m.) Sally Meadows, Los Altos
Rob Rennie, Los Gatos
Bryan Mekechuk, Monte Sereno (participated remotely)
Yvonne Martinez Beltran, Morgan Hill
Pat Showalter, Mountain View
Otto Lee, Santa Clara County (arrived at 7:05 p.m.)
Tina Walia, Saratoga

Absent:

Garry Barbadillo, Milpitas
A quorum was present.

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

Item 1a Draft Minutes: 8/13/25 Board of Directors Meeting SILICON VALLEY \3/ CLEAN ENERGY

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

Closed Session
The Board of Directors convened to Closed Session at 6:05 p.m. Alternate Director Cline joined Closed Session remotely at 6:05 p.m.; Director Scozzola arrived and joined the Closed Session at 6:10 p.m.

Conference with Legal Counsel
Anticipated Litigation Initiation of litigation pursuant to paragraph (4) of subdivision (d) of Gov. Code Section 54956.9: (one potential case)
The Board of Directors reconvened from Closed Session at 7:00 p.m.

Report from Closed Session
Andrea Pizano, Board Clerk, reported the Board directed staff to initiate litigation with a unanimous vote in Closed Session from the following members:

Director Elliot Scozzola
Director J.R. Fruen
Alternate Director Tom Cline
Director Sally Meadows
Chair George Tyson
Director Rob Rennie
Director Bryan Mekechuk
Director Yvonne Martinez Beltran
Director Pat Showalter
Director Tina Walia
Vice Chair Larry Klein
Consent Calendar
There were no questions or comments from the Board; there were no requests from the public to speak on any matter on the Consent Calendar.
1a) Approve Minutes of the June 11, 2025, Board of Directors Meeting 1b) Receive July 2025 Treasurer Report
1c) Authorize the Chief Executive Officer to Execute Agreement with EcoMetricx for Three Years with a Not to Exceed Amount of $800,000 for Cloud Infrastructure Implementation 1d) Approve SVCE 2024 Annual Power Source Disclosure Report Attestation 1e) Approve an Allocation of Program Fund Dollars of $4.4 million to Expand the Home Rebates Program
1f) Adopt SVCE’s Revised Load Management Standards Compliance Plan 1g) Receive June 2025 Decarbonization Strategy and Programs Quarterly Report 1h) Adopt Resolution Amending the Location for Regular Silicon Valley Clean Energy Board of Directors Regular Meetings
1i) Authorize the Chief Executive Officer to Execute a Three-Year Agreement with Maher Accountancy for a Not to Exceed Amount of $1,125,100.00 for Accounting and Audit Support Services
1j) Adopt Resolution Authorizing the Chief Executive Officer to Finalize Negotiations and Execute Master Agreement with J. Aron & Company LLC to Enable the Execution of Energy Transactions
Item 1a Draft Minutes: 8/13/25 Board of Directors Meeting

1k) Authorize the Chief Executive Officer to Execute an Amended and Restated Scheduling Coordinator Agreement and an Amended and Restated Agreement to Provide Scheduling Agent and Energy Management Services to Incorporate Resource Optimization Functions into the Service with a Combined Not to Exceed Limit of $1,700,000 through December 31, 2026, and an Annual Renewal Not to Exceed of $1,400,000 for Tenaska Power Services 1l) Authorize the Chief Executive Officer to Execute Agreement for Elevator Modernization and Maintenance Services for Silicon Valley Clean Energy Headquarters in an Amount Not to Exceed $400,000
1m) Receive Finance and Administration Committee Report 1n) Receive Additional Committees Report
1o) Receive California Community Power Report
MOTION: Director Mekechuk moved and Director Fruen seconded the motion to approve the Consent Calendar, Items 1a through 1o.

The motion carried by verbal roll call vote with Directors Barbadillo and Lee absent.

Special Hearing
2) Public Hearing in Compliance with Government Code § 3502.3 Regarding Vacancy Rates, Recruitment, and Retention Efforts (Discussion)
Director Lee arrived during Item 2.

Gia Ilole, Director of Human Resources, reviewed new requirements from the addition of Government Code Section 3502.3, effective January 1, 2025, for public agencies to hold a public hearing to present information on staff vacancy status, recruitment and retention efforts, and any changes to policies, procedures or recruitment activities.

Director of Human Resources Ilole reviewed SVCE’s vacancies and recruitment information, provided an update on staff retention, and noted there were no changes in Board-approved policies and/or internal practices that would lead to obstacles in the hiring process.

Chair Tyson opened Public Comment.

No speakers.

Chair Tyson closed Public Comment.

Regular Calendar
3) CEO Report (Discussion)
Chief Executive Officer (CEO) Monica Padilla addressed the following in her report:
1) Staff promotion announcement for Nikolas Zanotto, who was promoted from Senior Manager of Technology and Administrative Services to Director of Operations; 2) Introduction of two summer interns, Alon Robbins, Customer Success, and Elizabeth Floyd, Power Resources and Operations, who both provided brief welcome comments; and 3) A legislative update from Bena Chang, Director of Government and Legislative Affairs.

Chair Tyson opened Public Comment.

No speakers.

Chair Tyson closed Public Comment.

Item 1a Draft Minutes: 8/13/25 Board of Directors Meeting

4) Adopt Resolution Authorizing the Chief Executive Officer to Execute the Power Supply Contract with the California Community Choice Financing Authority and Related Supporting Agreements (Action)
Amrit Singh, Chief Financial Officer (CFO), presented a request for the Board of Directors to adopt a resolution authorizing the CEO to execute the Power Supply Contract with the California Community Choice Financing Authority and execute or approve the related supporting agreements to enable SVCE to enter an approximately 30-year energy prepayment transaction with authority to make any minor clarifying modifications to the contracts and agreements as necessary that do not change the intent or economics of the transaction. Staff also requested the Board authorize the CEO to enter into agreements with credit rating agencies, generally, to provide a credit rating for the bonds.

CFO Singh noted the Board’s authorization would be subject to the following parameters.

1. The Bonds, issued by CCCFA, will not be guaranteed obligations of SVCE but will be limited obligations of CCCFA payable solely from the revenues and other amounts pledged under the Indenture as the Trust Estate, including amounts owed by SVCE under the Power Supply Contract.

2. The aggregate principal amount of the Bonds shall not exceed $1,250,000,000.

3. The energy savings to SVCE under the Power Supply Contract for the initial Bond Reset Period, including the Annual Refund (as defined in the Power Supply Contract), shall be at least 8 percent.

4. The energy Service Revenue fee in the transaction shall not exceed $1.10 per MWh.

5. The commodity swap counterparty fee in the transaction shall not exceed $0.50 per MWh.

6. If any floating rate bonds are issued, Morgan Stanley shall charge no more than six basis points on the interest rate swap spread to mid-market; and

7. The 8 percent saving is relative to a fixed price for energy deliveries under the power supply contract that will be established at the time of the pricing of the bonds using available energy market prices and other information that will be reviewed and approved by SVCE’s financial advisor, PFM Financial Advisors LLC.

CFO Singh responded to a question regarding tax-exempt and taxable bonds, and the impact of the recently passed tax bill by the new administration.

Chair Tyson opened Public Comment.

No speakers.

Chair Tyson closed Public Comment.

MOTION: Director Walia moved and Director Scozzola seconded the motion to adopt Resolution-2025-16 authorizing the Chief Executive Officer to execute the Power Supply Contract with the California Community Choice Financing Authority, and to execute or approve the related supporting agreements, and to authorize the CEO to enter into agreements with credit rating agencies.

The motion carried by verbal roll call vote with Director Barbadillo absent. 5) Authorize the Chief Executive Officer to Execute a 10-Year Power Purchase Agreement with IP Darden III, LLC for Up to 93.01 MW of Solar Photovoltaic Energy and a 91.48 MW Co-located, Four-Hour Battery Energy Storage System (Action) Britta Bradshaw, Power Resources Manager, presented a request for the Board of Directors to authorize the CEO to execute a Power Purchase Agreement (PPA) with IP Darden, LLC for the procurement of co-located solar energy and battery energy storage (BESS) in substantial form and any non-substantive sequential amendments and ancillary agreements.

Item 1a Draft Minutes: 8/13/25 Board of Directors Meeting

Power Resources Manager Bradshaw provided an update on executed SVCE long-term PPAs, various procurement efforts towards meeting SVCE’s procurement goals, information on the IP Darden III project, update on SVCE’s annual Renewable Portfolio Standard (RPS) and compliance with the long-term RPS procurement mandate, reviewed potential risks of project engagement, and reviewed the benefits of the project.

Chair Tyson acknowledged a public comment letter was received for the item.

Chair Tyson opened Public Comment.

No speakers.

Chair Tyson closed Public Comment.

Staff responded to questions and comments regarding SVCE’s portfolio diversification, project development security, SVCE’s investments in power procurement, and project site land size and prior usage.

MOTION: Director Martinez Beltran moved and Vice Chair Klein seconded the motion authorizing the Chief Executive Officer to execute an agreement with IP Darden III, LLC for the procurement of co-located solar energy and battery energy storage (BESS) in substantial form and any non-substantive sequential amendments and ancillary agreements as follows:
a) Up to 93.01 MW, or approximately 250,000 – 270,000 MWh per year; b) 91.48 MW or 365.92 MWh 4-hour battery energy storage; c) 10-Year term PPA with expected commercial operation dates (COD) and term from June 1, 2028, through May 31, 2038; and
d) Total amount not-to-exceed $330,000,000.

The motion carried by verbal roll call vote with Director Barbadillo absent.

Following the vote, Director Mekechuk departed from the meeting before Item 6. 6) Provide Feedback on the Fiscal Year 2025-26 Proposed Operating Budget, and the Proposal to Maintain the Current Financial Reserves Targets and Policy (Discussion) CFO Singh presented a request for the Board of Directors to provide feedback on the proposed Fiscal Year 2025-26 operating budget with a recommendation to maintain the current financial reserves targets and policy. CFO Singh’s presentation included information on the following:

1. Overview of budget timeline and key highlights, consisting of a negative contribution to reserves for FY 26, no major recommended changes to the budget, a recommendation to revisit the customer discount in December, and a relatively minor increase in operating expenses;

2. Proposed budget forecast and comparison to FY 25 mid-year adjusted budget;

3. Reserves projection;

4. Reserve management;

5. Review of reserve targets and policy; and

6. Review of other operating expenses and transfers.

Staff responded to comments and questions regarding notifications for the customer bill credit that was approved from the FY 2024-25 budget; SVCE reserves comparison with other CCAs; customer California Alternate Rates for Energy (CARE) and Family Electric Rate Assistance (FERA) program discount rates; Pacific Gas and Electric (PG&E) rate-setting and timing for the upcoming year; SVCE’s reserves and if there was consideration to reduce the discount for customers to one percent less than PG&E’s rates earlier than January 2026; sharing longer-term concerns to customers on reduced rates for the organization; anticipated transmission and distribution (T&D) rates; possibility of when the power charge Item 1a Draft Minutes: 8/13/25 Board of Directors Meeting

indifference adjustment (PCIA) charge may end; if oil prices may be affecting the cost of energy; timing on certainty of PG&E’s rates; and driving customers to electrify.

Chair Tyson opened Public Comment.

No speakers.

Chair Tyson closed Public Comment.
7) Introduction to Fiscal Year 2025-26 Strategic Focus Areas and Strategic Plan (Discussion) CEO Padilla presented an overview of SVCE’s proposed fiscal year (FY) 2025-26 Strategic Focus Areas and Strategic Plan which included:
• A review of the FY 2025-26 Strategic Plan and Budget process and timeline • An overview of the Strategic Plan and Strategic Focus Areas • Existing Strategic Focus Areas
• Initial Feedback on Strategic Focus Areas and Recommendation for next steps CEO Padilla provided initial thoughts on progress for each of the Strategic Focus Areas, and proposed minor changes to the Strategic Focus Areas and Strategic Plan. Based on feedback received from the Executive Committee, staff proposed to move review of the Strategic Planning process to biennial starting in fiscal year 2025-26.

CEO Padilla responded to questions and comments regarding the progress ratings identified for the Strategic Focus Areas and how success is measured and tracked; customer accounts; stability of SVCE; support for biennial review; projection versus current assessment of the Strategic Focus Areas; and refining the definition of success, progress, and failure for future assessment.

Chair Tyson opened Public Comment.

No speakers.

Chair Tyson closed Public Comment.
8) Local Agency Action Planning Update (Informational)
Zoe Elizabeth, Director of Decarbonization Policy and Community Strategies, provided a status update on agency electrification readiness planning which included information on the passage of AB130, and a status snapshot of where member agencies are in the reach code adoption process.

Staff responded to comments and questions regarding the City of Sunnyvale’s first reach code reading and suggestion to put together a Frequently Asked Questions reference document for member agency staff/council members, and AB130 requirements for ground floor elevations to be included in future codes.

Chair Tyson opened Public Comment.

No speakers.

Chair Tyson closed Public Comment.

Board Member Announcements and Future Agenda Items
Director Lee announced he toured the Diablo Canyon Power Plant and suggested the SVCE Board schedule a tour; CEO Padilla noted staff would explore coordinating a tour.

Adjourn
Chair Tyson adjourned the meeting at 9:09 p.m.

ATTEST:
________________________
Andrea Pizano, Board Secretary
Item 1a Draft Minutes: 8/13/25 Board of Directors Meeting 1 TREASURER REPORT
Fiscal Year to Date
As of July 31, 2025
(Preliminary & Unaudited)
Issue Date: September 10, 2025
Table of Contents
Page
Summary 2-3
Statement of Net Position 4
Statement of Revenues, Expenses & Changes in Net Position 5 Statement of Cash Flows 6-7
Actuals to Budget Report 8-11
Monthly Change in Net Position 12
Investments Report 13
Customer Accounts and Aging Report 14
Certificate of Compliance 15
SVCE Managed Account & Security Transactions 16-28
Item 1b August 2025 Treasurer Report
©

SILICON VALLEY

CLEAN ENERGY
2

Balance Sheet Highlights:
> SVCE operations resulted in a change in net position of $19.9 million for the month of July and $112.9 million for fiscal-year-to-date (FYTD). > Total Net Position increased further to $598.1 million. > SVCE is investing ~98.6% of available funds, recognizing interest/dividend income of $18.1M FYTD. *Does not yet recognize unspent program dollars
**For reconciliation purposes, budget numbers include actual program expenses and depreciation, excludes GASP 87 expenses.

SVCE Yield-bearing Accounts:

Combined Ending Balance* 548.4 M
Total Interest/Div. Earned FYTD 18.1 M
Average Yield to Maturity** 4.32%
* Includes River Bank accounts - Money Market, Collateral and ICS; CAMP; PFM Portfolio ** Average annualized yield for the current month. Investment yields are measured to maturity at market.

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights ($ in millions)
July 31, 2025
*** Displays the starting fiscal year net position on Oct. 1, 2025, of $485M. 485.2 M
598.1 M
0 M
100 M
200 M
300 M
400 M
500 M
600 M
0 M
5 M
10 M
15 M
20 M
25 M
30 M
Oct*** Nov Dec Jan Feb Mar Apr May June July Aug Sept Net Position Change in Net Position Change in Net Position*
Net Position (Right Y-Axes) Mid-Year Budget (Left Y-Axis)** Actual (Left Y-Axes) 408 415 427 432 430 435 441 447 462 479
300 305 319 324 333 339 346 354 370 388
500
350
120
0 50
100
150
200
250
300
350
400
450
500
Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept
Days Cash on Hand (DCOH)
DCOH Including Unspent Earmarked Funds* DCOH Excluding Unspent Earmarked Funds* Maximum Reserves Target Reserves
Minimum Reserves
$18.1 M

1.9 M

1.8 M 2.0 M

2.0 M

2.0 M 1.8 M 1.9 M

2.4 M

1.9 M

2.0 M

0.4 M

1.7 M 1.7 M

2.1 M

2.6 M

2.0 M

2.6 M

1.1 M

2.6 M

1.3 M

0.0 M

2.3 M

4.5 M

6.8 M

9.0 M

11.3 M

13.5 M

15.8 M

18.0 M
$ 0 K
$ 500 K
$ 1,000 K
$ 1,500 K
$ 2,000 K
$ 2,500 K
$ 3,000 K
$ 3,500 K
$ 4,000 K
Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept
Investment Income*
Actual Cumulative Mid-Year Budget Actual and Accrued Cash Basis Accounting Returns River City Bank
Accounts
5%
California Asset Management
Program (CAMP)
46%
PFM Asset Management Investment
Portfolio
49%
SVCE Accounts
* Earmarked funds are unspent SVCE program and the building funds.

October, 2024-January, 2025 results are updated per the Mid-Year budget revisions adopted in March 2025. * Accounting returns investment of income includes unrealized mark-to-market gain or loss of the total investment portfolio as per US GAAP, Actual and Accrued Cash Basis excludes mark-to-market gains (losses).

Item 1b August 2025 Treasurer Report
111111111
3

Summary of Actual Results vs. Adopted Budget (includes allocated but unspent program dollars):
> Operating margin of $127.4 million (or 32.4%) fell slightly below the Mid-Year Budget expectations of $130M (31.3%) operating margin for the fiscal year to date. > FYTD Power Supply costs are -6.9% below Mid-Year Budget. > Retail GWh sales FYTD landed -9.9% below Mid-Year Budget for the month of July and -3.1% YTD.

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

Revenue 47.8 M 52.9 M -9.6% 393.1 M 415.4 M -5.4%
Power Supply Cost 25.2 M 29.6 M -15.1% 265.7 M 285.4 M -6.9% Operating Margin 22.7 M 23.3 M -2.5% 127.4 M 130.0 M -2.0% Operating Expenses (ex Power) 2.6 M 3.6 M -26.9% 23.5 M 32.1 M -26.8% Other Non-Op. Expen. (Income) -1.3 M -1.8 M -28.1% -0.8 M 5.2 M -114.6% Net Increase in Available Fund
Balance 21.3 M 21.4 M -0.5% 104.7 M 92.6 M 13.0%
Customer Load Statistics:

Total Accounts 283,612
Opt-Out Accounts (Month) 31
Opt-Out Accounts (FYTD) 371
Opt-Up Accounts (Month) (18)
Opt-Up Accounts (FYTD) (68)
Program Funds:

General Program Fund
CRCR Fund*
Electrification Discount Fund
Nuclear & Hanford Prog. Funds
Building Fund
* Customer Relief and Community Resilience Fund
** The financial results in this report are preliminary and subject to change pending closing of the books for the fiscal year. Any potential changes are not expected to be significant. Lower customer demand and a negative true-up settlement, partly offset by liquidated damage payments.

Beginning Balance End Balance
$ 20,000,000 $ 8,349,824 $ - $ 11,545,994
$ 77,436,658 $ 79,747,332 $ 10,530,000 $ 8,219,326
$ 5,437,984 $ 6,516,104 $ 5,370,000 $ 4,291,880

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights** ($ in millions)
July 31, 2025
July Fiscal YTD
October-December - revenue and all operating cost were actualized during the Mid-Year budgeting
January -February - Weaker customer demand was offset by lower power supply cost, liquidated damage payments and reduced operating expenses.

March - Customer demand was in-line with expectations while all components of operating expenses remained below MY budget.

April - Lower demand was offset by reduced power supply cost and other operating expenses, combined with higher investment income.

May - Revenues increased more than power supply cost due to stronger demand, elevating SVCEs operating margin. Investment income came in below expectations reflecting MTM fluctuations.

June-July - Weaker summer demand due to colder average
temperature and slower than anticipated load growth decreased SVCE operating margin below MY budget level. Investment income for July was impacted by negative MTM adjustments.
Lower YTD costs is mostly due to lower energy consumption and a decline in energy/attribute prices. Staffing vacancies, underrunning professional services, and lower marketing expenses Reflects budgetary transfers to program and other funds offset by investment income and bill credit trueups. Reflects budgetary transfers to program and other funds offset by investment income and bill credit trueups. $ 2,188,000 $ 7,696,000 $ 5,508,000 $ -
YTD Contributions YTD Expenditures
$ 9,159,383 $ 8,740,312 $ - $ 419,071 -2 K
4 K
1,106 K-550 K
6,391 K
1,786 K
3,026 K
1,566 K-1,735 K -111 K
-4 M
-2 M
0 M
2 M
4 M
6 M
8 M
10 M
Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept
Net Increase in Available Fund Balance
Comparing Actuals to Amended Budget
254,171
254,607
254,599
254,508
254,655
254,927
255,285
255,685
256,029
256,055
27,487
27,489
27,328
27,432
27,443
27,496
27,548
27,579
27,602
27,557

94.0%

94.5%

95.0%

95.5%

96.0%

96.5%

97.0%
-
50,000
100,000
150,000
200,000
250,000
300,000
Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep
Customer Accounts and Participation Rate
Res Accounts Com Accounts Customer Participation (Right Y-Axes) -12%
-9%
-6%
-3%
0%
3%
6%
9%
12%
270
280
290
300
310
320
330
340
350
360
370
Retail Sales - Actual vs Mid-Year Budget (GWh)
Retail Sales Actual (GWh) Retail Sales MY Budget (GWh)
Load deviation from the Budget (Right Y-Axes)
Power Supply

90.6%
Personnel

4.2% Contract
Services

4.0%
G & A

1.0%
Depreciation

0.2%
YTD Operating Expenses
Item 1b August 2025 Treasurer Report 1 1 1 1
4 Current Assets
Cash & Cash Equivalents* $ 288,419,430
Accounts Receivable, net of allowance 41,661,442
Investments 57,551,440
Accrued Revenue 28,872,504
Other Receivables 6,036,766
Prepaid Expenses 1,232,090
Deposits 741,883
Total Current Assets 424,515,555
Noncurrent assets
Capital assets, net of depreciation 12,158,881
Investments** 219,434,108
Total Noncurrent Assets 231,592,989
Total Assets 656,108,544
Current Liabilities
Accounts Payable 1,991,237
Accrued Cost of Electricity 38,331,928
Other accrued liabilities 2,736,777
User Taxes and Energy Surcharges due to other gov'ts 1,287,545 Supplier security deposits 225,000
Total Current Liabilities 44,572,487
Noncurrent Liabilities
Supplier security deposits 13,478,125
Total noncurrent liabilities 13,478,125
Total Liabilities 58,050,612
Net investment in capital assets 12,158,881
Unrestricted (deficit) 585,899,051
Total Net Position $ 598,057,932
* May not account for securities acquired towards the end of the month but not yet paid. ** May include securities acquired towards the end of the month but not yet paid.

NET POSITION

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF NET POSITION
As of July 31, 2025
ASSETS

LIABILITIES
Item 1b August 2025 Treasurer Report
5 OPERATING REVENUES
Electricity Sales, Net $ 383,532,210
GreenPrime electricity premium 1,971,646
Liquidated damages 7,586,815
TOTAL OPERATING REVENUES 393,090,671

OPERATING EXPENSES
Cost of Electricity 265,669,514
Contract services 11,785,191
Staff compensation and benefits 12,209,784
Program incentives 5,180,548
Other operating expenses 2,845,718
Depreciation 588,258
TOTAL OPERATING EXPENSES 298,279,013
OPERATING INCOME(LOSS) 94,811,658

NONOPERATING REVENUES (EXPENSES)
Investment Income 18,054,673
Financing costs (5,273)
TOTAL NONOPERATING REVENUES (EXPENSES) 18,049,400
CHANGE IN NET POSITION 112,861,058
Net Position at beginning of period 485,196,874
Net Position at end of period $ 598,057,932

SILICON VALLEY CLEAN ENERGY AUTHORITY

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

AND CHANGES IN NET POSITION
Item 1b August 2025 Treasurer Report
6 CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers $ 394,284,284
Receipts of liquidated damages 7,586,815
Receipts of security deposits 29,203,633
Payments to suppliers for electricity (299,465,385)
Payments of security deposits (12,450,000)
Payments for other goods and services (20,276,494)
Payments for staff compensation and benefits (12,090,062) Tax and surcharge payments to other governments (7,068,973) Net cash provided (used) by operating activities 79,723,818

CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES
Finance costs paid (1,719)
Net cash provided (used) by financing activities (1,719)

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Payments of lease liability (406,293)
Acquisition of capital assets (11,758,632)
Net cash provided (used) by capital and related
financing activities (12,164,925)

CASH FLOWS FROM INVESTING ACTIVITIES
Investment income received 16,891,084
Proceeds from investment sales 122,190,439
Purchase of investments (179,693,139)
Net cash provided (used) by investing activities (40,611,616) Net change in cash and cash equivalents 26,945,558
Cash and cash equivalents at beginning of year 261,473,872 Cash and cash equivalents at end of period $ 288,419,430

NONCASH INVESTING ACTIVITIES
Unrealized appreciation (depreciation) and timing differences in investment income$ 1,163,589

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF CASH FLOWS
October 1, 2024 through July 31, 2025
Item 1b August 2025 Treasurer Report
7 Operating Income (loss) $ 94,811,658
Adjustments to reconcile operating income to net cash
provided (used) by operating activities
Depreciation expense 588,258
(Increase) decrease in accounts receivable 1,400,004
(Increase) decrease in accrued revenue 706,981
(Increase) decrease in other receivables 10,829,709
(Increase) decrease in prepaid expenses (605,761)
(Increase) decrease in current deposits 35,419
Increase (decrease) in accrued cost of electricity (26,102,024) Increase (decrease) in accounts payable 210,642
Increase (decrease) in accrued liabilities 215,712
Increase (decrease) in taxes and surcharges due to other governments (391,780) Increase (decrease) in supplier security deposits (1,975,000) Net cash provided (used) by operating activities $ 79,723,818

CASH PROVIDED (USED) BY OPERATING ACTIVITIES

SILICON VALLEY CLEAN ENERGY AUTHORITY
STATEMENT OF CASH FLOWS (Continued)
October 1, 2024 through July 31, 2025

RECONCILIATION OF OPERATING INCOME (LOSS) TO NET
Item 1b August 2025 Treasurer Report
8 FYTD FYTD FY 2024-25 FY 2024-25
OPERATING REVENUES Actual Mid-Year Budget $ % Mid-Year Budget Remaining Budget Energy Sales $383,532,210 $413,905,404 * -$30,373,194 -7% $521,650,000 * $138,117,790 Green Prime Premium 1,971,646 1,449,301 * $522,345 36% $1,884,000 * (87,646) Other Income 7,586,815 * 7,586,815 n/a * (7,586,815)
TOTAL OPERATING REVENUES 393,090,671 415,354,705 (22,264,034) -5% 523,534,000 130,443,329

ENERGY EXPENSES
Power Supply 265,669,514 285,374,130 (19,704,616) -7% 349,478,000 83,808,486 Operating Margin 127,421,157 129,980,575 (2,559,418) -2% 174,056,000 46,634,843

OPERATING EXPENSES
Data Management 2,848,147 2,940,659 (92,512) -3% 3,549,000 700,853 PG&E Fees 1,003,586 1,246,137 (242,551) -19% 1,516,000 512,414 Salaries & Benefits 12,209,784 15,468,564 (3,258,780) -21% 18,805,000 6,595,216 Professional Services 3,595,101 6,301,880 (2,706,779) -43% 7,797,000 4,201,899 Marketing & Promotions 723,007 1,501,256 (778,249) -52% 1,885,000 1,161,993 General & Administrative 3,134,931 4,662,014 (1,527,083) -33% 5,733,000 2,598,069 TOTAL OPERATING EXPENSES 23,514,556 32,120,510 (8,605,954) -27% 39,285,000 15,770,444 OPERATING INCOME/(LOSS) 103,906,601 97,860,065 6,046,536 6% 134,771,000 30,864,399

NON-OPERATING REVENUES
Investment Income 18,054,673 16,228,510 1,826,163 11% 19,756,000 1,701,327 TOTAL NON-OPERATING REVENUES 18,054,673 16,228,510 1,826,163 11% 19,756,000 1,701,327

NON-OPERATING EXPENSES
Financing 1,720 10,079 (8,359) -83% 12,000 10,280

CAPITAL EXPENDITURES, TRANSFERS,
& OTHER
Capital Outlay 6,361 41,667 (35,306) -85% 50,000 43,639 One-Time Customer Bill Credit - - - n/a 35,000,000 35,000,000 Transfer to Programs Fund 10,530,000 10,530,000 - 0% 10,530,000 - Nuclear Allocation 3,708,000 3,708,000 - 0% 3,708,000 - Transfer to Hanford Emissions Mitigation Fund 1,800,000 1,800,000 1,800,000 Transfer to CRCR Fund 5,370,000 5,370,000 - 0% 5,370,000 - Transfer from Electrification Discount Fund (419,071) - (419,071) n/a - 419,071 Transfer from CRCR Fund - customer bill relief (3,707,933) - (3,707,933) n/a - 3,707,933 TOTAL OTHER USES 17,287,357 21,449,667 (4,162,310) -19% 56,458,000 39,170,643

NET INCREASE(DECREASE) IN AVAILABLE
FUND BALANCE $ 104,672,197 $ 92,628,829 $ 12,043,368 13% $98,057,000 -$6,615,197 * While the Total Operating Revenues were correctly modeled, the Mid-Year budget incorrectly included actual revenues from Oct-Dec 2024 of $0.6 million from Green Prime Premium and $2.8 million from Other Income in the Energy Sales category. The breakdown of the budgeted Total Operating Revenues among Energy Sales, Green Prime Premium, and Other Income is shown according to the approved Mid-Year budget.

Variance

SILICON VALLEY CLEAN ENERGY AUTHORITY

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

Program expenditures 17,552,064 8,219,326 9,332,738 46.8% Net increase (decrease) in fund balance $ (7,022,064) $2,310,674 Fund balance at beginning of period 77,436,658
Fund balance at end of period $79,747,332

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

Customer bill relief credit 4,411,000 3,707,933 703,067 84.1% Other program expenditures 825,000 583,947 241,053 70.8% Total Program expenditures 5,236,000 4,291,880 944,120
Net increase (decrease) in fund balance $ 134,000 1,078,120 Fund balance at beginning of period 5,437,984
Fund balance at end of period $6,516,104

SILICON VALLEY CLEAN ENERGY AUTHORITY

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

CUSTOMER RELIEF & COMMUNITY RESILIENCY FUND

GENERAL PROGRAM FUND

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

Program expenditures 850,000 419,071 430,929 49.3%
Net increase (decrease) in fund balance $ (850,000) (419,071) Fund balance at beginning of period 9,159,383
Fund balance at end of period $8,740,312

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

Capital outlay - 11,545,994
Other program expenditures 104,182 (104,182)
11,650,176
Net increase (decrease) in fund balance $ - (11,650,176) Fund balance at beginning of period 20,000,000
Fund balance at end of period $8,349,824

ELECTRIFICATION DISCOUNT FUND

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

BUILDING FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2024 through July 31, 2025
Item 1b August 2025 Treasurer Report
11 BUDGET ACTUAL/
REVENUE & OTHER SOURCES: ACTUAL REMAINING BUDGET
Transfers in - Nuclear Allocation $ 3,708,000 $ 3,708,000 Transfer in - Hanford Emissions Mitigation Fund $ 1,800,000 $ 1,800,000 $ - 100.0% Total $ 5,508,000 $ 5,508,000 $ -
EXPENDITURES & OTHER USES:

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

NUCLEAR AND HANFORD PROGAM FUNDS

BUDGETARY COMPARISON SCHEDULE
October 1, 2024 through July 31, 2025
Net Increase (decrease) in available fund balance
per budgetary comparison schedule $ 104,672,197
Adjustments needed to reconcile to the changes
in net position in the Statement of Revenues,
Expenses and Changes in Net Position
Subtract depreciation expense (588,258)
Subract program expense not in operating budget (8,803,273) Add back portion of lease payment applied to reduce lease liability 397,217 Add back transfer to Program funds 17,176,814
Add back capital asset acquisition 6,361
Change in Net Position 112,861,058

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGET RECONCILIATION TO STATEMENT OF

REVENUES, EXPENSES AND CHANGES IN NET POSITION
October 1, 2024 through July 31, 2025

OPERATING FUND
Item 1b August 2025 Treasurer Report
12 October November December January February March April May June July August September YTD

OPERATING REVENUES
Electricity sales, net $ 42,272,261 $ 36,066,964 $ 40,444,049 $ 37,228,673 $ 35,529,828 $ 34,904,798 $ 31,391,510 $ 34,317,024 $ 43,774,198 $ 47,602,905 $ - $ - $ 383,532,210 Green electricity premium $ 216,009 $ 177,897 $ 192,481 $ 188,052 $ 178,307 $ 193,727 $ 206,394 $ 187,690 $ 201,357 $ 229,732 $ - $ - 1,971,646 Liquidated damages $ 2,400,000 $ 404,610 $ - $ - $ 4,769,259 $ - $ - $ 7,335 $ 5,523 $ 88 $ - $ - 7,586,815 Total operating revenues 44,888,270 36,649,471 40,636,530 37,416,725 40,477,394 35,098,525 31,597,904 34,512,049 43,981,078 47,832,725 - - 393,090,671

OPERATING EXPENSES
Cost of electricity 29,690,455 $ 23,435,665 $ 24,597,864 $ 30,250,162 $ 31,366,058 $ 27,919,533 $ 23,596,328 $ 24,645,113 $ 25,010,833 $ 25,157,503 $ - $ - 265,669,514 Staff compensation and benefits 1,153,708 $ 1,135,297 $ 1,503,015 $ 1,268,232 $ 1,111,324 $ 1,224,232 $ 1,176,748 $ 1,236,271 $ 1,148,872 $ 1,252,085 $ - $ - 12,209,784 Data manager 270,465 $ 270,551 $ 270,449 $ 271,060 $ 271,407 $ 297,492 $ 298,166 $ 299,318 $ 299,619 $ 299,620 $ - $ - 2,848,147 Service fees - PG&E 100,000 $ 96,085 $ 104,098 $ 99,430 $ 99,450 $ 99,963 $ 100,000 $ 103,680 $ 100,000 $ 100,880 $ - $ - 1,003,586 Consultants and other professional fees 806,956 $ 771,641 $ 713,688 $ 488,719 $ 758,117 $ 686,305 $ 1,228,117 $ 593,977 $ 732,144 $ 1,153,794 $ - $ - 7,933,458 Other operating expenses 462,895 $ 852,622 $ 1,008,087 $ 522,513 $ 628,025 $ 686,023 $ 840,532 $ 695,796 $ 1,071,290 $ 1,258,483 $ - $ - 8,026,266 Depreciation 53,537 $ 53,341 $ 65,816 $ 65,817 $ 65,679 $ 79,983 $ 79,788 $ 35,349 $ 64,577 $ 24,371 $ - $ - 588,258 Total operating expenses 32,538,016 26,615,202 28,263,017 32,965,933 34,300,060 30,993,531 27,319,679 27,609,504 28,427,335 29,246,736 - - 298,279,013 Operating income (loss) 12,350,254 10,034,269 12,373,513 4,450,792 6,177,334 4,104,994 4,278,225 6,902,545 15,553,743 18,585,989 - - 94,811,658

NONOPERATING REVENUES (EXPENSES)
Grant income - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - - Interest income 428,694 $ 1,712,666 $ 1,742,311 $ 2,102,525 $ 2,556,286 $ 2,024,762 $ 2,554,759 $ 1,112,698 $ 2,555,003 $ 1,264,969 $ - $ - 18,054,673 Financing costs (701) $ (625) $ (549) $ (472) $ (2,125) $ (308) $ (241) $ (164) $ (88) $ - $ - $ - (5,273) Total nonoperating revenues (expenses) 427,993 1,712,041 1,741,762 2,102,053 2,554,161 2,024,454 2,554,518 1,112,534 2,554,915 1,264,969 - - 18,049,400 CHANGE IN NET POSITION $ 12,778,247 $ 11,746,310 $ 14,115,275 $ 6,552,845 $ 8,731,495 $ 6,129,448 $ 6,832,743 $ 8,015,079 $ 18,108,658 $ 19,850,958 $ - $ - $ 112,861,058

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
October 1, 2024 through July 31, 2025
Item 1b August 2025 Treasurer Report
13 Ending Balance of SVCE Accounts: Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts $ 33,363,756 $ 28,561,690 $ 48,885,983 $ 23,794,276 $ 27,049,188 $ 42,937,816 $ 45,927,353 $ 32,564,164 $ 21,348,354 $ 29,484,354 California Asset Management Program (CAMP) $ 206,767,899 $ 229,607,825 $ 216,507,939 $ 249,409,396 $ 240,227,528 $ 233,113,584 $ 233,966,069 $ 255,875,229 $ 260,768,773 $ 259,694,922 PFM Asset Management Investment Portfolio $ 281,807,003 $ 270,469,593 $ 271,357,416 $ 273,147,693 $ 276,597,488 $ 275,221,074 $ 277,682,923 $ 277,661,144 $ 278,632,183 $ 279,442,298 Total Ending Balance $ 521,938,658 $ 528,639,108 $ 536,751,338 $ 546,351,364 $ 543,874,204 $ 551,272,475 $ 557,576,345 $ 566,100,537 $ 560,749,310 $ 568,621,573 Return On Investments:

Annual % Yield Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts 4.58% 4.58% 4.55% 4.53% 4.42% 4.39% 4.36% 4.35% 4.33% 4.31% California Asset Management Program (CAMP) 5.03% 4.87% 4.73% 4.55% 4.51% 4.47% 4.45% 4.42% 4.40% 4.41% PFM Asset Management Investment Portfolio * 4.45% 4.45% 4.45% 4.40% 4.33% 4.25% 4.14% 4.30% 4.16% 4.24% Average Return On Investments: 4.69% 4.64% 4.57% 4.47% 4.41% 4.35% 4.29% 4.36% 4.28% 4.32% * Yield to Maturity at Market.

Accounting Returns Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts $ 14,385 $ 26,036 $ 36,682 $ 38,759 $ 20,782 $ 21,676 $ 25,765 $ 47,976 $ 28,267 $ 26,096 California Asset Management Program (CAMP) $ 908,552 $ 839,926 $ 900,114 $ 901,457 $ 818,132 $ 886,056 $ 852,485 $ 909,160 $ 893,544 $ 926,148 Other Interest Income $ 4,447 $ 2,470 $ 2,313 $ 2,322 $ 2,242 $ 2,020 $ 2,181 $ 2,089 $ 2,151 $ 2,083 PFM Asset Management Investment Portfolio * $ (498,690) $ 844,234 $ 803,202 $ 1,159,987 $ 1,715,130 $ 1,115,010 $ 1,674,328 $ 153,474 $ 1,631,039 $ 310,642 Total Interest and Investment Gains $ 428,694 $ 1,712,666 $ 1,742,311 $ 2,102,525 $ 2,556,286 $ 2,024,762 $ 2,554,758 $ 1,112,699 $ 2,555,002 $ 1,264,969 * Includes change in current market value (month over month), accrued interest and money market dividends (as per US GAAP).

Actual and Accrued Cash Basis Returns Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts $ 14,385 $ 26,036 $ 36,682 $ 38,759 $ 20,782 $ 21,676 $ 25,765 $ 47,976 $ 28,267 $ 26,096 Camp Pool Composition (based on market value): $ 908,552 $ 839,926 $ 900,114 $ 901,457 $ 818,132 $ 886,056 $ 852,485 $ 909,160 $ 893,544 $ 926,148 Other Interest Income $ 4,447 $ 2,470 $ 2,313 $ 2,322 $ 2,242 $ 2,020 $ 2,181 $ 2,089 $ 2,151 $ 2,083 PFM Asset Management Investment Portfolio * $ 945,927 $ 954,874 $ 1,046,439 $ 1,048,124 $ 1,144,192 $ 895,923 $ 1,043,886 $ 1,476,104 $ 952,095 $ 1,080,253 Total Interest and Investment Gains $ 1,873,311 $ 1,823,305 $ 1,985,548 $ 1,990,662 $ 1,985,349 $ 1,805,676 $ 1,924,316 $ 2,435,329 $ 1,876,058 $ 2,034,580 * Includes interest/dividends/coupons received, net realized gains/losses and monthly change in accrued interest.

CAMP Portfolio Statistics
As of July 31, 2025
Beginning of the Month Market Value $ 260,768,773
Ending of The Month Market Value $ 259,694,922
Monthly Distribution Yield 4.41% Weighted Average Maturity (days) 48 PFM Portfolio Statistics
As of July 31, 2025
Portfolio Par Value $ 277,670,913
Portfolio Market Value (icl. Accrued Interest) $ 279,442,298 Yield to Maturity at Cost 4.46%
Yield to Maturity at Market 4.24%
Benchmark Yield* 4.03%
Portfolio Effective Duration (years) 1.34 Weighted Average Maturity (days) 670 *ICE BofA 0-3 Year U.S. Treasury Index
SVCE Investment Policy:
https://svcleanenergy.org/wp-content/uploads/FP-08_Investments.pdf

SILICON VALLEY CLEAN ENERGY AUTHORITY

INVESTMENTS SUMMARY
October 1, 2024 through July 31, 2025

8.32%

12.51%

37.40%

33.07%

4.11% 4.59%

0.00%
0%
5%
10%
15%
20%
25%
30%
35%
40%
0 - 6 Months 6 - 12 Months 1 - 2 Years 2 - 3 Years 3 - 4 Years 4 - 5 Years Over 5 Years Maturity Distribution
U.S. Treasury
Bond / Note
38%
Commercial
Paper
4%
CAMP Pool
0%
Federal Agency Com MBS
9%
Supra-National
Agency
0%
Corp. & Bank Notes
27% Certificate of Deposit
3%
Asset-Backed
Security
19%
SVCE PFM Portfolio Investments
Repurchase
Agreements,

36.7%
Certificates of
Deposit, 29.3%
Commercial
Paper, 31.4%
Bank Note,

0.7%
Money Market
Funds, 0.1%
Corporate
Notes, 1.9%
Camp Pool Composition (based on market value)
Item 1b August 2025 Treasurer Report
14 October November December January February March April May June July August September YTD Retail Sales Actual (GWh) 338.0 306.3 334.6 341.1 312.1 329.2 305.1 315.8 303.8 309.1 3,195 Retail Sales MY Budget (GWh) 338.0 306.3 334.6 363.3 341.8 326.0 310.5 310.3 323.6 342.9 348.8 344.1 3,297 Load deviation from the Budget (Right Y-Axes)0.0% 0.0% 0.0% -6.1% -8.7% 1.0% -1.7% 1.8% -6.1% -9.9% -3.1% Customer Participation Rate Res 96.1% 96.1% 96.2% 96.1% 96.2% 96.2% 96.2% 96.2% 96.2% 96.2% Customer Participation Rate Com 96.5% 96.5% 96.4% 96.5% 96.2% 96.4% 96.5% 96.5% 96.5% 96.5% Total Accounts 281,658 282,096 281,927 281,940 282,098 282,423 282,833 283,264 283,631 283,612 283,612 Opt-Out Accounts 41 25 31 66 42 40 50 24 21 31 371
Opt-Up Accounts -7 17 -23 -9 8 -11 -8 -11 -6 -18 -68

0.08 30.48
SVCE Arrearager Total for customers 31+ days late and 120+ days late Age Summary (as of 8/1/2025) Date Amount
<30 days $36,488,705 High 11/29/2021 $7.99M
<60 days $2,379,304 Low 4/17/2020 $2.54M
<90 days $918,722 Current 8/1/2025 $7.2 M
<120 days $523,188
Older $3,403,514

July 2025 FYTD
Bad Debt % (Actual)

0.33%

TOTAL DUE
Bad Debt % (Budget )

0.75%
Accounts Receivable Days
30 Days
$43,713,434

SILICON VALLEY CLEAN ENERGY AUTHORITY

RETAIL SALES, CUSTOMER ACCOUNTS AND AGING REPORT
• Green arrow indicates
receipt of $1.3M in Federal
CAPP funds.
• An additional $717K in CAPP
funding provided in Winter
2023.
• Growth at red arrow
indicates short-term PG&E
billing-hold issue in Fall 2022
that was quickly resolved.
'17-'18 '18-'19 '19-'20 '20-'21 21-'22 22-'23 23-'24 24-'25 Total (L Axes) $308,552 $417,275 $415,187 $639,455 $885,995 $1,484,752 $1,539,437 $1,293,857 % Revenue 0.12% 0.14% 0.14% 0.25% 0.23% 0.33% 0.29% 0.33% Av./Month (R Axes) $25,713 $34,773 $34,599 $53,288 $73,833 $123,729 $128,286 $129,386 $-
$30,000
$60,000
$90,000
$120,000
$150,000
$180,000
$210,000
$240,000
$-
$200,000
$400,000
$600,000
$800,000
$1,000,000
$1,200,000
$1,400,000
$1,600,000
$1,800,000
SVCE Write-offs By Fiscal Year
0 M
2 M
4 M
6 M
8 M
10 M
12 M
14 M
16 M
>120 Days 31+ Days
Item 1b August 2025 Treasurer Report
15 Item 1b August 2025 Treasurer Report
Silicon Valley Clean Energy July 31, 2025
Certificate of Compliance
During the reporting period for the month ended July 31, 2025, the account(s) managed by PFM Asset Management ("PFMAM") were in compliance withthe applicable investment policy and guidelines as furnished to PFMAM.

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

Note: Pre- and post-trade compliance for the account(s)managed by PFM Asset Management is provided via Bloomberg Financial LP Asset and Investment Management ("AIM'). 16 Item 1b August 2025 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending July 31, 2025 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method PFM Asset Management, a division of Account 4025-002 Page 45 U.S. Bancorp Asset Management, Inc.

BUY
07/01/25 07/07/25 US TREASURY N/B
DTD 06/16/2025 3.875% 06/15/2028
91282CNH0 3,000,000.00 (3,010,781.25) (6,987.70) (3,017,768.95) 07/03/25 07/09/25 US TREASURY N/B
DTD 06/30/2025 3.750% 06/30/2027
91282CNL1 1,250.000.00 (1.247.314.45) (1,146.40) (1,248.460.85) 07/03/25 07/09/25 US TREASURY N/B
DTD 06/16/2025 3.875% 06/15/2028
91282CNH0 1.000,000.00 (1.001.328.13) (2.540.98) (1.003.869.11) 07/15/25 07/22/25 AMXCA 2025-4 A
DTD 07/22/2025 4.300% 07/15/2030
02582JKV1 820,000.00 (819,881.84) 0.00 (819,881.84)
07/17/25 07/21/25 PNC BANK NA (CALLABLE)
DTD 07/21/2025 4.429% 07/21/2028
69353RFZ6 250.000.00 (250.000.00) 0.00 (250.000.00)
07/21/25 07/24/25 TRUISTBANK (CALLABLE)
DTD 07/24/2025 4.420% 07/24/2028
89788JAF6 625.000.00 (625.000.00) 0.00 (625.000.00)
07/23/25 07/30/25 CHAOT 2025-1A A3
DTD 07/30/2025 4.290% 06/25/2030
16145NAC5 760,000.00 (759,925.75) 0.00 (759,925.75)
07/28/25 07/30/25 US TREASURY N/B
DTD 07/15/2025 3.875% 07/15/2028
91282CNM9 1.250.000.00 (1,249.804.69) (1.974.35) (1,251.779.04) 07/29/25 08/06/25 TMUST 2025-2A A
DTD 08/06/2025 4.340%
04/22/2030
87268MAA3 515.000.00 (514.990.88) 0.00 (514.990.88)
Transaction Type Sub-Total 9,470,000.00 (9,479,026.99) (12,649.43) (9,491,676.42)

INTEREST
07/01/25 07/25/25 FHMS K066 A2
DTD 08/01/2017 3.117% 06/01/2027
3137F2LJ3 0.00 2,727.38 2,727.38
07/01/25 07/25/25 FHMS K069 A2
DTD 11/01/2017 3.187% 09/01/2027
3137FBU79 0.00 1,954.76 1.954.76
07/01/25 07/25/25 FHMS KJ28 A2
DTD 02/01/2020 2.308% 10/01/2027
3137FREE7 0.00 3,081.75 3.081.75
07/01/25 07/25/25 FHMS K074 A2
DTD 03/01/2018 3.600% 01/01/2028
3137F4D41 0.00 3,000.00 3,000.00
07/01/25 07/25/25 FHMS K733 A2
DTD 11/01/2018 3.750% 08/01/2025
3137FJXO7 0.00 1,041.51 1.041.51
07/01/25 07/25/25 FHMS K058 Al
DTD 11/01/2016 2.340% 07/01/2026
3137BSP64 0.00 480.55 480.55
17 Item 1b August 2025 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending July 31, 2025 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type
Security Description CUSIP Par
Principal
Proceeds
Accrued
Interest Total
Realized G/L
Cost
Realized G/L
Amort Cost
Sale
Trade Settle Method

INTEREST
07/01/25 07/25/25 FHMS K739 A2
DTD 11/01/2020 1.336% 09/01/2027
3137F64P9 0.00 2,642.39 2,642.39
07/01/25 07/25/25 FHMS K076 A2
DTD 05/01/2018 3.900% 04/01/2028
3137FEZU7 0.00 3.900.00 3,900.00
07/01/25 07/25/25 FHMS K059 A2
DTD 11/01/2016 3.120% 09/01/2026
3137BSRE5 0.00 1,820.00 1,820.00
07/01/25 07/25/25 FHMS K068 A2
DTD 10/01/2017 3.244% 08/01/2027
3137FBBX3 0.00 2,297.83 2,297.83
07/01/25 07/25/25 FHMS K736 A2
DTD 09/01/2019 2.282% 07/01/2026
3137FNWX4 0.00 1.272.90 1,272.90
07/01/25 07/25/25 FHMS K079 A2
DTD 08/01/2018 3.926% 06/01/2028
3137FGZT5 0.00 4,907.50 4.907.50
07/01/25 07/25/25 FHMS K057 A2
DTD 09/01/2016 2.570% 07/01/2026
3137BRQJ7 0.00 2,391.62 2,391.62
07/01/25 07/25/25 FHMS K065 Al
DTD 07/01/2017 2.864% 10/01/2026
3137F1G36 0.00 908.19 908.19
07/01/25 07/25/25 FNA 2024-M6 A2
DTD 11/01/2024 2.908% 07/01/2027
3136BTGM9 0.00 4,845.88 4,845.88
07/01/25 07/25/25 FHMS K054 A2
DTD 04/01/2016 2.745% 01/01/2026
3137BNGT5 0.00 2,259.05 2,259.05
07/01/25 07/25/25 FHMS K067 A2
DTD 09/01/2017 3.194% 07/01/2027
3137FAWS3 0.00 4,591.38 4.591.38
07/01/25 07/25/25 FHMS K063 A2
DTD 03/01/2017 3.430% 01/01/2027
3137BVZ82 0.00 6,359.79 6,359.79
07/01/25 07/25/25 FHMS K737 A2
DTD 01/01/2020 2.525% 10/01/2026
3137FQXJ7 0.00 2,209.37 2,209.37
07/01/25 07/25/25 FNA 2018-M2 A2
DTD 02/01/2018 2.905% 01/01/2028
3136B0YM2 0.00 3,160.21 3,160.21
07/01/25 07/25/25 FHMS K075 A2
DTD 04/01/2018 3.650% 02/01/2028
3137F4X72 0.00 4,486.46 4,486.46
07/07/25 07/07/25 CATERPILLAR FINL SERVICE
(CALLABLE)
DTD 01/08/2025 4.500% 01/07/2027
14913UAV2 0.00 22,375.00 22,375.00
PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 46
18 Item 1b August 2025 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending July 31, 2025 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal
Trade Settle Security Description CUSIP Par Proceeds
Accrued
Interest Total
Realized G/L
Cost
Realized G/L Sale
Amort Cost Method

INTEREST
07/08/25 07/08/25 CATERPILLAR FINL SERVICE
DTD 01/08/2024 4.500% 01/08/2027
14913UAE0 0.00 7,087.50 7,087.50
07/08/25 07/08/25 JOHN DEERE CAPITAL CORP
DTD 01/09/2025 4.500% 01/08/2027
24422EXY0 0.00 13.425.00 13.425.00
07/08/25 07/08/25 JOHN DEERE CAPITAL CORP
DTD 01/08/2024 4.500% 01/08/2027
24422EXF1 0.00 9.000.00 9.000.00
07/09/25 07/09/25 COOPERAT RABOBANK UA/NY
DTD 01/09/2024 4.850% 01/09/2026
21688ABA9 0.00 14,550.00 14,550.00
07/09/25 07/09/25 AMERICAN HONDA FINANCE
DTD 07/10/2024 4.900% 07/09/2027
02665WFK2 0.00 19.600.00 19.600.00
07/09/25 07/09/25 MERCEDES-BENZ FIN NA
DTD 01/11/2024 4.900% 01/09/2026
58769JAP2 0.00 19.600.00 19.600.00
07/10/25 07/10/25 UBS AG STAMFORD CT (CALLABLE)
DTD 01/10/2025 4.864% 01/10/2028
90261AAD4 0.00 14,105.60 14,105.60
07/12/25 07/12/25 MORGAN STANLEY BANK NA
(CALLABLE)
DTD 01/21/2025 5.016% 01/12/2029
61690DK72 0.00 16.201.68 16.201.68
07/15/25 07/15/25 MBART 2023-2 A2
DTD 10/25/2023 5.920% 11/16/2026
58769FAB1 0.00 5.57 5.57
07/15/25 07/15/25 TAOT 2024-D A2A
DTD 10/17/2024 4.550% 08/16/2027
89239TAB8 0.00 1.737.98 1,737.98
07/15/25 07/15/25 KCOT 2025-1A A2
DTD 02/19/2025 4.610% 12/15/2027
50117FAB7 0.00 2.439.46 2,439.46
07/15/25 07/15/25 TAOT2024-AA3
DTD 01/30/2024 4.830% 10/16/2028
89238DAD0 0.00 1,348.38 1,348.38
07/15/25 07/15/25 US TREASURY N/B
DTD 01/16/2024 4.000% 01/15/2027
91282CJT9 0.00 70,000.00 70,000.00
07/15/25 07/15/25 AMXCA 2024-1 A
DTD 04/23/2024 5.230% 04/16/2029
02582JKH2 0.00 3,116.21 3,116.21
07/15/25 07/15/25 FORDO 2023-C A3
DTD 11/21/2023 5.530% 09/15/2028
344940AD3 0.00 1,566.83 1,566.83
07/15/25 07/15/25 DCENT 2023-Al A
DTD 04/11/2023 4.310% 03/15/2028
254683CY9 0.00 4,669.17 4,669.17
PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 47
19 Item 1b August 2025 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending July 31, 2025 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type
Trade Settle Security Description
Principal
CUSIP Par Proceeds
Accrued
Interest Total
Realized G/L
Cost
Realized G/L Sale
Amort Cost Method

INTEREST
DTD 02/11/2025 4.560% 12/17/2029
07/15/25 07/15/25 NAROT 2024-B A2A
DTD 10/23/2024 4.510% 06/15/2027
65479WAB0 0.00 3,540.88 3,540.88
07/15/25 07/15/25 KCOT 2024-2A A2
DTD 06/25/2024 5.450% 04/15/2027
50117DAB2 0.00 1.074.34 1.074.34
07/15/25 07/15/25 JOHN DEERE CAPITAL CORP
DTD 09/06/2024 4.200% 07/15/2027
24422EXV6 0.00 12.285.00 12.285.00
07/15/25 07/15/25 FORDO 2024-D A2A
DTD 11/22/2024 4.590% 10/15/2027
34535VAB0 0.00 1,969.88 1,969.88
07/15/25 07/15/25 KCOT 2025-2A A2
DTD 06/25/2025 4.480% 04/17/2028
50117LAB4 0.00 746.67 746.67
07/15/25 07/15/25 MBART 2025-1 A2A
DTD 01/23/2025 4.500% 02/15/2028
58773DAB0 0.00 7,079.84 7,079.84
07/15/25 07/15/25 TAOT 2023-D A3
DTD 11/14/2023 5.540% 08/15/2028
89239FAD4 0.00 1,108.00 1,108.00
07/15/25 07/15/25 CARMX 2022-2 A3
DTD 04/28/2022 3.490% 02/16/2027
14317HAC5 0.00 372.49 372.49
07/15/25 07/15/25 WOART 2024-B A2A
DTD 05/22/2024 5.480% 09/15/2027
98164HAB4 0.00 674.11 674.11
07/15/25 07/15/25 AMXCA 2023-3 A
DTD 09/19/2023 5.230% 09/15/2028
02582JKD1 0.00 3,595.62 3,595.62
07/15/25 07/15/25 WOART 2025-A A2A
DTD 01/29/2025 4.490% 04/17/2028
98164YAB7 0.00 4,302.92 4,302.92
07/15/25 07/15/25 FORDO 2025-A A2A
DTD 03/25/2025 4.470% 12/15/2027
34535KAB4 0.00 7,748.00 7,748.00
07/15/25 07/15/25 WOART 2023-D A2A
DTD 11/08/2023 5.910% 02/16/2027
98164DAB3 0.00 191.52 191.52
07/15/25 07/15/25 FORDO 2024-C A2A
DTD 09/20/2024 4.320% 08/15/2027
34532UAB5 0.00 1,958.10 1,958.10
07/15/25 07/15/25 COMET 2024-Al A
DTD 09/24/2024 3.920% 09/15/2029
14041NGE5 0.00 4,736.67 4,736.67
07/15/25 07/15/25 ALLYA 2023-1 A3
DTD 07/19/2023 5.460% 05/15/2028
02007WAC2 0.00 1,940.72 1,940.72
07/15/25 07/15/25 AMXCA 2025-1 A 02582JKM1 0.00 6,137.00 6,137.00 PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 48
20 Item 1b August 2025 Treasurer Report
v/\_1 l ®
Managed Account Security Transactions & For the Month Ending July 31, 2025 Interest Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method 1 INTEREST
07/15/25 07/15/25 BACCT 2023-A2 A2
DTD 12/14/2023 4.980% 11/15/2028
05522RDH8 0.00 1,473.25 1,473.25
07/15/25 07/15/25 MASTERCARD INC (CALLABLE)
DTD 09/05/2024 4.100% 01/15/2028
57636OBA1 0.00 7.585.00 7,585.00
07/15/25 07/15/25 FORDO 2024-A A2A
DTD 03/19/2024 5.320% 01/15/2027
34535EAB8 0.00 611.16 611.16
07/15/25 07/15/25 HART 2025-A A3
DTD 03/12/2025 4.320% 10/15/2029
44935CAD3 0.00 6,102.00 6,102.00
07/15/25 07/15/25 BACCT 2024-Al A
DTD 06/13/2024 4.930% 05/15/2029
05522RDJ4 0.00 4,231.58 4,231.58
07/15/25 07/15/25 US TREASURY N/B
DTD 01/15/2025 4.250% 01/15/2028
91282CMF5 0.00 56,312.50 56.312.50
07/15/25 07/15/25 TAOT 2024-C A2A
DTD 07/30/2024 5.160% 05/17/2027
89237OAB6 0.00 835.81 835.81
07/15/25 07/15/25 WFCIT 2024-Al A
DTD 03/01/2024 4.940% 02/15/2029
92970OAA3 0.00 3.807.92 3.807.92
07/15/25 07/15/25 US TREASURY N/B
DTD 07/17/2023 4.500% 07/15/2026
91282CHM6 0.00 78,750.00 78.750.00
07/15/25 07/15/25 WOART 2024-C A2A
DTD 08/20/2024 4.780% 01/18/2028
98164NAB1 0.00 2,502.72 2,502.72
07/15/25 07/15/25 ALLYA 2024-2 A3
DTD 09/27/2024 4.140% 07/16/2029
02007NAC2 0.00 2,277.00 2.277.00
07/15/25 07/15/25 WFCIT 2024-A2 A
DTD 10/24/2024 4.290% 10/15/2029
92970OAE5 0.00 2,341.63 2,341.63
07/15/25 07/15/25 COPAR 2024-1 A2A
DTD 11/26/2024 4.610% 10/15/2027
14043NAB5 0.00 1,215.19 1,215.19
07/15/25 07/15/25 HART 2023-C A2A
DTD 11/13/2023 5.800% 01/15/2027
44918CAB8 0.00 430.61 430.61
07/15/25 07/15/25 TAOT 2025-A A2A
DTD 01/29/2025 4.480% 11/15/2027
89240JAB7 0.00 6,608.00 6,608.00
07/15/25 07/15/25 WOART 2024-A A2A
DTD 02/14/2024 5.050% 04/15/2027
98164RAB2 0.00 322.76 322.76
07/15/25 07/15/25 COPAR 2023-2 A2A
DTD 10/11/2023 5.910% 10/15/2026
14044EAB4 0.00 242.73 242.73
PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 49
21 Item 1b August 2025 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending July 31, 2025 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal
Trade Settle Security Description CUSIP Par Proceeds
Accrued
Interest Total
Realized G/L
Cost
Realized G/L Sale
Amort Cost Method

INTEREST
DTD 03/13/2024 5.080% 12/15/2028
07/15/25 07/15/25 CHAIT 2024-Al A
DTD 01/31/2024 4.600% 01/16/2029
161571HV9 0.00 2,664.17 2,664.17
07/15/25 07/15/25 HAROT 2024-1 A2
DTD 02/21/2024 5.360% 09/15/2026
437918AB1 0.00 1,068.50 1,068.50
07/15/25 07/15/25 FORDO 2024-B A2A
DTD 06/24/2024 5.400% 04/15/2027
34531OAB5 0.00 4,139.22 4,139.22
07/15/25 07/15/25 UNITEDHEALTH GROUP INC
DTD 07/25/2024 4.750% 07/15/2026
91324PFF4 0.00 6,531.25 6,531.25
07/15/25 07/15/25 US TREASURY N/B
DTD 07/15/2024 4.375% 07/15/2027
91282CKZ3 0.00 21,875.00 21,875.00
07/15/25 07/15/25 HAROT 2024-4 A2
DTD 10/24/2024 4.560% 03/15/2027
43816DAB1 0.00 4,970.90 4,970.90
07/15/25 07/15/25 NAROT 2025-A A3
DTD 05/27/2025 4.490% 12/17/2029
65481GAD7 0.00 4,621.30 4,621.30
07/15/25 07/15/25 HDMOT 2023-B A3
DTD 09/27/2023 5.690% 08/15/2028
41285YAC9 0.00 4,295.56 4,295.56
07/15/25 07/15/25 TAOT 2024-B A2A
DTD 04/30/2024 5.410% 03/15/2027
89237NAB3 0.00 1,052.64 1,052.64
07/15/25 07/15/25 NAROT 2024-A A2A
DTD 05/22/2024 5.470% 12/15/2026
65479UAB4 0.00 1,341.29 1,341.29
07/15/25 07/15/25 HART2022-CA3
DTD 11/09/2022 5.390% 06/15/2027
44933DAD3 0.00 1,085.70 1,085.70
07/15/25 07/15/25 WFCIT 2025-Al A
DTD 06/10/2025 4.340% 05/15/2030
92970QAJ4 0.00 4,746.87 4,746.87
07/15/25 07/15/25 KCOT 2024-1A A2
DTD 02/21/2024 5.390% 01/15/2027
50117BAB6 0.00 1,819.41 1,819.41
07/15/25 07/15/25 AMXCA 2025-2 A
DTD 05/13/2025 4.280% 04/15/2030
02582JKP4 0.00 3,727.17 3,727.17
07/15/25 07/15/25 NAROT 2023-B A2A
DTD 10/25/2023 5.950% 05/15/2026
65480MAB9 0.00 102.69 102.69
07/15/25 07/15/25 HART 2024-B A2A
DTD 07/24/2024 5.150% 06/15/2027
44934QAB7 0.00 1,476.86 1,476.86
07/15/25 07/15/25 ALLYA 2024-1 A3 02008FAC8 0.00 1,629.83 1,629.83 PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 50
22 Item 1b August 2025 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending July 31, 2025 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal
Trade Settle Security Description CUSIP Par Proceeds
Accrued
Interest Total
Realized G/L Realized G/L Sale
Cost Amort Cost Method

INTEREST
DTD 05/12/2025 4.350% 11/20/2029
07/15/25 07/15/25 CHAIT 2023-Al A
DTD 09/15/2023 5.160% 09/15/2028
161571HT4 0.00 3,461.50 3,461.50
07/15/25 07/15/25 BAAT 2023-2A A3
DTD 11/21/2023 5.740% 06/15/2028
06054YAC1 0.00 4,018.00 4,018.00
07/15/25 07/15/25 HART 2024-C A2A
DTD 10/16/2024 4.530% 09/15/2027
448976AB6 0.00 2,829.87 2,829.87
07/15/25 07/15/25 BAAT 2024-1A A3
DTD 05/22/2024 5.350% 11/15/2028
09709AAC6 0.00 557.29 557.29
07/15/25 07/15/25 WELLS FARGO BANK NA (CALLABLE)
DTD 01/23/2024 4.811% 01/15/2026
94988J6H5 0.00 24,055.00 24,055.00
07/15/25 07/15/25 USAOT 2024-A A2
DTD 07/30/2024 5.250% 03/15/2027
90327VAB4 0.00 2,421.82 2,421.82
07/16/25 07/16/25 GMCAR 2024-3 A2A
DTD 07/10/2024 5.350% 06/16/2027
38013KAB6 0.00 1,633.47 1,633.47
07/16/25 07/16/25 GMCAR 2023-4 A3
DTD 10/11/2023 5.780% 08/16/2028
379930AD2 0.00 2,263.83 2,263.83
07/16/25 07/16/25 GMCAR 2025-1 A2A
DTD 01/15/2025 4.440% 01/18/2028
362955AB2 0.00 5,254.72 5,254.72
07/16/25 07/16/25 GMCAR 2024-2 A2A
DTD 04/10/2024 5.330% 03/16/2027
379931AB4 0.00 357.78 357.78
07/16/25 07/16/25 GMCAR 2024-1 A3
DTD 01/17/2024 4.850% 12/18/2028
36268GAD7 0.00 444.58 444.58
07/16/25 07/16/25 GMCAR 2024-4 A2A
DTD 10/16/2024 4.530% 10/18/2027
38014AAB7 0.00 1,897.47 1,897.47
07/17/25 07/17/25 ADOBE INC (CALLABLE)
DTD 01/17/2025 4.750% 01/17/2028
00724PAH2 0.00 31,825.00 31,825.00
07/20/25 07/20/25 VALET 2024-1 A2A
DTD 11/26/2024 4.650% 11/22/2027
92868RAB4 0.00 4,733.37 4,733.37
07/20/25 07/20/25 VALET 2025-1 A2A
DTD 03/25/2025 4.510% 01/20/2028
92868MAB5 0.00 6,765.00 6,765.00
07/20/25 07/20/25 VALET 2023-2 A2A
DTD 11/21/2023 5.720% 03/22/2027
92867YAB0 0.00 584.09 584.09
07/20/25 07/20/25 BAAT 2025-1A A3 05594BAD8 0.00 1,015.00 1,015.00 PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 51
23 Item 1b August 2025 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending July 31, 2025 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal
Trade Settle Security Description CUSIP Par Proceeds
Accrued
Interest Total
Realized G/L Realized G/L Sale
Cost Amort Cost Method

INTEREST
DTD 06/11/2024 5.180% 02/26/2029
07/20/25 07/20/25 PILOT 2025-1A A3
DTD 05/21/2025 4.610% 10/20/2028
73329KAD8 0.00 1,383.00 1,383.00
07/20/25 07/20/25 VZMT 2025-3 A1A
DTD 03/31/2025 4.510% 03/20/2030
92348KDY6 0.00 5,675.08 5,675.08
07/21/25 07/21/25 HAROT 2024-3 A2
DTD 08/21/2024 4.890% 02/22/2027
43813YAB8 0.00 2,279.94 2,279.94
07/21/25 07/21/25 COOPERAT RABOBANK UA/NY
DTD 01/21/2025 4.883% 01/21/2028
21688ABK7 0.00 32,960.25 32,960.25
07/21/25 07/21/25 HAROT 2025-1 A2
DTD 02/11/2025 4.530% 08/23/2027
43814VAB3 0.00 10,192.50 10,192.50
07/21/25 07/21/25 HAROT 2023-4 A3
DTD 11/08/2023 5.670% 06/21/2028
438123AC5 0.00 921.38 921.38
07/22/25 07/22/25 PFAST 2024-1A A2A
DTD 12/13/2024 4.450% 01/24/2028
73328EAB7 0.00 1,542.09 1,542.09
07/23/25 07/23/25 PNC FINANCIAL SERVICES (CALLABLE)
DTD 07/23/2024 5.102% 07/23/2027
693475BY0 0.00 21,045.75 21,045.75
07/25/25 07/25/25 CHAOT 2024-4A A2
DTD 07/30/2024 5.250% 09/27/2027
16144YAB4 0.00 1,125.79 1,125.79
07/25/25 07/25/25 CHAOT 2024-2A A2
DTD 04/25/2024 5.660% 05/26/2027
16144CAB2 0.00 866.85 866.85
07/25/25 07/25/25 CHAOT 2024-5A A2
DTD 09/24/2024 4.400% 11/26/2027
16144OAB1 0.00 696.13 696.13
07/25/25 07/25/25 CHAOT 2024-3A A2
DTD 06/27/2024 5.530% 09/27/2027
16144LAB2 0.00 1,633.22 1,633.22
07/25/25 07/25/25 CHAOT 2024-1A A2
DTD 03/27/2024 5.480% 04/26/2027
16144BAB4 0.00 167.65 167.65
07/25/25 07/25/25 BMWLT 2025-1A3
DTD 06/10/2025 4.430% 06/26/2028
096912AD2 0.00 2,741.06 2,741.06
07/25/25 07/25/25 BMWOT 2025-A A2A
DTD 02/12/2025 4.430% 10/25/2027
096924AB1 0.00 3,414.79 3,414.79
07/25/25 07/25/25 BMWOT 2024-A A3 096919AD7 0.00 3,086.42 3,086.42 PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 52
24 Item 1b August 2025 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending July 31, 2025 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type
Security Description CUSIP Par
Principal
Proceeds
Accrued
Interest Total
Realized G/L
Cost
Realized G/L
Amort Cost
Sale
Trade Settle Method

INTEREST
07/26/25 07/26/25 BANK OF NY MELLON CORP
(CALLABLE)
DTD 01/26/2022 2.050% 01/26/2027
06406RBA4 0.00 12,812.50 12,812.50
07/26/25 07/26/25 BLACKROCK FUNDING INC (CALLABLE)
DTD 07/26/2024 4.600% 07/26/2027
09290DAH4 0.00 11,385.00 11,385.00
07/26/25 07/26/25 GOLDMAN SACHS GROUP INC
(CALLABLE)
DTD 01/26/2017 3.850% 01/26/2027
38141GWB6 0.00 16,362.50 16,362.50
07/27/25 07/27/25 MORGAN STANLEY
DTD 07/25/2016 3.125% 07/27/2026
61761J3R8 0.00 14,062.50 14,062.50
07/30/25 07/30/25 HONEYWELL INTERNATIONAL
(CALLABLE)
DTD 08/01/2024 4.650% 07/30/2027
438516CX2 0.00 11,276.25 11,276.25
07/31/25 07/31/25 US TREASURY N/B
DTD 07/31/2024 4.375% 07/31/2026
91282CLB5 0.00 164,062.50 164,062.50
Transaction Type Sub-Total 0.00 997,237.82 997,237.82

MATURITY
07/03/25 07/03/25 BOFA SECURITIES INC
DTD 10/07/2024 0.000% 07/03/2025
06054NU33 4,000,000.00 4,000,000.00 0.00 4,000,000.00 130,931.10 0.00 Transaction Type Sub-Total 4,000,000.00 4,000,000.00 0.00 4,000,000.00 130,931.10 0.00

PAYDOWNS
07/01/25 07/25/25 FHMS K736 A2
DTD 09/01/2019 2.282% 07/01/2026
3137FNWX4 1,111.17 1,111.17 0.00 1,111.17 80.17 30.67
07/01/25 07/25/25 FHMS K739 A2
DTD 11/01/2020 1.336% 09/01/2027
3137F64P9 7,754.21 7,754.21 0.00 7,754.21 595.20 466.66 07/01/25 07/25/25 FHMS K069 A2
DTD 11/01/2017 3.187% 09/01/2027
3137FBU79 1,308.34 1,308.34 0.00 1,308.34 63.27 44.49
07/01/25 07/25/25 FHMS K058 Al
DTD 11/01/2016 2.340% 07/01/2026
3137BSP64 14,695.10 14,695.10 0.00 14,695.10 753.12 277.01 07/01/25 07/25/25 FHMS K054 A2
DTD 04/01/2016 2.745% 01/01/2026
3137BNGT5 22,175.88 22,175.88 0.00 22,175.88 1,121.79 288.95 PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 53
25 Item 1b August 2025 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending July 31, 2025 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal Accrued Realized G/L Realized G/L Sale DTD 02/21/2024 5.390% 01/15/2027
Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method

PAYDOWNS
07/01/25 07/25/25 FNA 2018-M2 A2
DTD 02/01/2018 2.905% 01/01/2028
3136B0YM2 1,834.47 1,834.47 0.00 1,834.47 52.02 47.98
07/01/25 07/25/25 FHMS K733 A2
DTD 11/01/2018 3.750% 08/01/2025
3137FJXO7 196,792.57 196,792.57 0.00 196,792.57 6,472.63 525.60 07/01/25 07/25/25 FHMS K057 A2
DTD 09/01/2016 2.570% 07/01/2026
3137BROJ7 32,181.04 32,181.04 0.00 32,181.04 2,095.54 829.57 07/01/25 07/25/25 FHMS KJ28 A2
DTD 02/01/2020 2.308% 10/01/2027
3137FREE7 32,509.59 32,509.59 0.00 32,509.59 1,197.51 1,027.75 07/01/25 07/25/25 FHMS K065 Al
DTD 07/01/2017 2.864% 10/01/2026
3137F1G36 24,037.41 24,037.41 0.00 24,037.41 1,037.55 476.78 07/15/25 07/15/25 HART 2022-C A3
DTD 11/09/2022 5.390% 06/15/2027
44933DAD3 27,425.48 27,425.48 0.00 27,425.48 211.05 111.25 07/15/25 07/15/25 TAOT 2025-A A2A
DTD 01/29/2025 4.480% 11/15/2027
89240JAB7 69,095.04 69,095.04 0.00 69,095.04 3.20 2.60
07/15/25 07/15/25 WOART 2024-A A2A
DTD 02/14/2024 5.050% 04/15/2027
98164RAB2 23,886.06 23,886.06 0.00 23,886.06 1.87 1.03
07/15/25 07/15/25 NAROT 2023-B A2A
DTD 10/25/2023 5.950% 05/15/2026
65480MAB9 20,709.74 20,709.74 0.00 20,709.74 0.30 0.10
07/15/25 07/15/25 FORDO 2024-A A2A
DTD 03/19/2024 5.320% 01/15/2027
34535EAB8 29,501.20 29,501.20 0.00 29,501.20 1.04 0.56
07/15/25 07/15/25 WOART 2025-A A2A
DTD 01/29/2025 4.490% 04/17/2028
98164YAB7 9,436.41 9,436.41 0.00 9,436.41 0.26 0.22
07/15/25 07/15/25 HDMOT 2023-B A3
DTD 09/27/2023 5.690% 08/15/2028
41285YAC9 57,245.42 57,245.42 0.00 57,245.42 12.94 80.55 07/15/25 07/15/25 COPAR 2023-2 A2A
DTD 10/11/2023 5.910% 10/15/2026
14044EAB4 49,285.92 49,285.93 0.00 49,285.93 4.37 1.91
07/15/25 07/15/25 NAROT 2024-B A2A
DTD 10/23/2024 4.510% 06/15/2027
65479WAB0 91,686.16 91,686.16 0.00 91,686.16 7.32 5.38
07/15/25 07/15/25 CARMX 2022-2 A3
DTD 04/28/2022 3.490% 02/16/2027
14317HAC5 26,662.57 26,662.57 0.00 26,662.57 692.60 317.14 07/15/25 07/15/25 COPAR 2024-1 A2A
DTD 11/26/2024 4.610% 10/15/2027
14043NAB5 31,441.66 31,441.66 0.00 31,441.66 1.32 1.00
07/15/25 07/15/25 KCOT 2024-1A A2 50117BAB6 50,716.17 50,716.17 0.00 50,716.17 0.66 0.29 PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 54
26 Item 1b August 2025 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending July 31, 2025 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal Accrued Realized G/L Realized G/L Sale DTD 10/24/2024 4.560% 03/15/2027
Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method PAYDOWNS 1
07/15/25 07/15/25 KCOT 2024-2A A2
DTD 06/25/2024 5.450% 04/15/2027
50117DAB2 20,854.55 20,854.55 0.00 20,854.55 2.37 1.49
07/15/25 07/15/25 FORDO 2024-B A2A
DTD 06/24/2024 5.400% 04/15/2027
34531OAB5 118,220.04 118,220.04 0.00 118,220.04 8.85 5.52 07/15/25 07/15/25 ALLYA 2023-1 A3
DTD 07/19/2023 5.460% 05/15/2028
02007WAC2 26,852.99 26,852.99 0.00 26,852.99 193.01 120.12 07/15/25 07/15/25 WOART 2023-D A2A
DTD 11/08/2023 5.910% 02/16/2027
98164DAB3 19,326.37 19,326.37 0.00 19,326.37 1.63 0.82
07/15/25 07/15/25 HAROT 2024-1 A2
DTD 02/21/2024 5.360% 09/15/2026
437918AB1 83,169.14 83,169.14 0.00 83,169.14 7.68 3.57
07/15/25 07/15/25 HART 2024-C A2A
DTD 10/16/2024 4.530% 09/15/2027
448976AB6 65,004.04 65,004.04 0.00 65,004.04 3.95 2.95
07/15/25 07/15/25 WOART 2024-B A2A
DTD 05/22/2024 5.480% 09/15/2027
98164HAB4 30,705.71 30,705.71 0.00 30,705.71 3.08 2.06
07/15/25 07/15/25 FORDO 2024-D A2A
DTD 11/22/2024 4.590% 10/15/2027
34535VAB0 38,504.61 38,504.61 0.00 38,504.61 1.88 1.48
07/15/25 07/15/25 NAROT 2024-A A2A
DTD 05/22/2024 5.470% 12/15/2026
65479UAB4 50,187.63 50,187.63 0.00 50,187.63 0.52 0.27
07/15/25 07/15/25 TAOT 2024-C A2A
DTD 07/30/2024 5.160% 05/17/2027
89237QAB6 24,773.68 24,773.68 0.00 24,773.68 0.23 0.13
07/15/25 07/15/25 TAOT 2024-D A2A
DTD 10/17/2024 4.550% 08/16/2027
89239TAB8 45,762.82 45,762.82 0.00 45,762.82 2.98 2.18
07/15/25 07/15/25 FORDO 2024-C A2A
DTD 09/20/2024 4.320% 08/15/2027
34532UAB5 53,066.07 53,066.07 0.00 53,066.07 2.13 1.48
07/15/25 07/15/25 MBART 2025-1 A2A
DTD 01/23/2025 4.500% 02/15/2028
58773DAB0 163,851.80 163,851.80 0.00 163,851.80 3.95 3.19 07/15/25 07/15/25 BAAT2023-2A A3
DTD 11/21/2023 5.740% 06/15/2028
06054YAC1 44,899.49 44,899.49 0.00 44,899.49 0.82 0.48
07/15/25 07/15/25 HART 2023-C A2A
DTD 11/13/2023 5.800% 01/15/2027
44918CAB8 37,337.30 37,337.30 0.00 37,337.30 1.74 0.85
07/15/25 07/15/25 USAOT 2024-A A2
DTD 07/30/2024 5.250% 03/15/2027
90327VAB4 104,043.58 104,043.58 0.00 104,043.58 6.73 4.30 07/15/25 07/15/25 HAROT 2024-4 A2 43816DAB1 148,772.82 148,772.82 0.00 148,772.82 10.15 7.15 PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 55
27 Item 1b August 2025 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending July 31, 2025 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal Accrued Realized G/L Realized G/L Sale DTD 03/27/2024 5.480% 04/26/2027
Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method

PAYDOWNS
07/15/25 07/15/25 HART 2024-B A2A
DTD 07/24/2024 5.150% 06/15/2027
44934QAB7 39,589.28 39,589.28 0.00 39,589.28 1.60 1.08
07/15/25 07/15/25 MBART 2023-2 A2
DTD 10/25/2023 5.920% 11/16/2026
58769FAB1 1,129.90 1,129.90 0.00 1,129.90 0.05 0.02
07/15/25 07/15/25 WOART 2024-C A2A
DTD 08/20/2024 4.780% 01/18/2028
98164NAB1 71,729.57 71,729.57 0.00 71,729.57 1.53 1.02
07/15/25 07/15/25 TAOT 2024-B A2A
DTD 04/30/2024 5.410% 03/15/2027
89237NAB3 42,632.21 42,632.21 0.00 42,632.21 3.06 1.83
07/16/25 07/16/25 GMCAR 2024-3 A2A
DTD 07/10/2024 5.350% 06/16/2027
38013KAB6 57,422.60 57,422.60 0.00 57,422.60 0.14 0.00
07/16/25 07/16/25 GMCAR 2023-4 A3
DTD 10/11/2023 5.780% 08/16/2028
379930AD2 3,740.33 3,740.33 0.00 3,740.33 0.76 0.50
07/16/25 07/16/25 GMCAR 2024-2 A2A
DTD 04/10/2024 5.330% 03/16/2027
379931AB4 18,993.32 18,993.32 0.00 18,993.32 1.26 0.73
07/16/25 07/16/25 GMCAR 2024-4 A2A
DTD 10/16/2024 4.530% 10/18/2027
38014AAB7 51,215.01 51,215.01 0.00 51,215.01 2.14 1.54
07/16/25 07/16/25 GMCAR 2025-1 A2A
DTD 01/15/2025 4.440% 01/18/2028
362955AB2 127,596.15 127,596.15 0.00 127,596.15 12.16 9.97 07/20/25 07/20/25 VALET 2024-1 A2A
DTD 11/26/2024 4.650% 11/22/2027
92868RAB4 95,063.89 95,063.89 0.00 95,063.89 1.53 1.06
07/20/25 07/20/25 VALET 2023-2 A2A
DTD 11/21/2023 5.720% 03/22/2027
92867YAB0 26,594.24 26,594.24 0.00 26,594.24 1.55 0.80
07/21/25 07/21/25 HAROT 2024-3 A2
DTD 08/21/2024 4.890% 02/22/2027
43813YAB8 70,897.09 70,897.09 0.00 70,897.09 5.55 3.56
07/22/25 07/22/25 PFAST 2024-1A A2A
DTD 12/13/2024 4.450% 01/24/2028
73328EAB7 60,551.61 60,551.61 0.00 60,551.61 5.17 4.16
07/25/25 07/25/25 CHAOT2024-3AA2
DTD 06/27/2024 5.530% 09/27/2027
16144LAB2 56,745.13 56,745.13 0.00 56,745.13 0.49 0.23
07/25/25 07/25/25 BMWOT 2025-A A2A
DTD 02/12/2025 4.430% 10/25/2027
096924AB1 23,490.78 23,490.78 0.00 23,490.78 1.80 1.51
07/25/25 07/25/25 CHAOT 2024-5A A2
DTD 09/24/2024 4.400% 11/26/2027
16144QAB1 21,994.07 21,994.07 0.00 21,994.07 1.95 1.46
07/25/25 07/25/25 CHAOT 2024-1A A2 16144BAB4 12,931.85 12,931.85 0.00 12,931.85 1.08 0.62 PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 56
28 Item 1b August 2025 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending July 31, 2025 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Bolded items are forward settling trades.

Transaction Type
Trade Settle Security Description CUSIP Par
Principal
Proceeds
Accrued
Interest Total
Realized G/L
Cost
Realized G/L
Amort Cost
Sale
Method

PAYDOWNS
07/25/25 07/25/25 CHAOT 2024-4A A2
DTD 07/30/2024 5.250% 09/27/2027
16144YAB4 37,345.16 37,345.16 0.00 37,345.16 3.49 2.44
07/25/25 07/25/25 CHAOT 2024-2A A2
DTD 04/25/2024 5.660% 05/26/2027
16144CAB2 47.868.17 47.868.17 0.00 47,868.17 1.73 1.73
Transaction Type Sub-Total 2,764,354.61 2,764,354.62 0.00 2,764,354.62 14,704.47 4,729.79 Managed Account Sub-Total (2,714,672.37) 984,588.39 (1,730,083.98) 145,635.57 4,729.79 Total Security Transactions ($2,714,672.37) $984,588.39 ($1,730,083.98) $145,635.57 $4,729.79 PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 57

Staff Report – Item 1c
Item 1c: Approve Distribution of 2022 Member Agency Grant Cycle Remaining Funds of $500,000
From: Monica Padilla, CEO
Prepared by: Zoe Elizabeth, Director of Director of Decarbonization Policy and Community Strategies Jessica Cornejo, Senior Community Strategies Specialist Date: 9/10/2025

RECOMMENDATION
Staff recommends the Silicon Valley Clean Energy (SVCE) Board of Directors (“Board”) approve the reallocation of $500,000 of unspent funds from the 2022 Member Agency Grant cycle to the current Noncompetitive Member Agency Grant.

EXECUTIVE COMMITTEE RECOMMENDATION
During the August 29, 2025, Executive Committee meeting, SVCE staff presented two options for consideration, including:
• Option 1: Distribute the $500,000 to the 2024 Noncompetitive Member Agency Grant, adding $38,461 to each of the 13-member agencies' allocation and expanding the budget from $3 million to $3.5 million.
• Option 2: Distribute to the developing Competitive Community Grants, increasing the current $3.5 million budget to $4 million.

Staff recommended Option 2 as the preferred option, as it would enable a more impactful project.

During the discussion, Directors voiced their preference for Option 1. Executive Committee members noted that project costs are often higher than anticipated and that new federal import tariffs are likely to increase costs further. In addition, if the original grant funds were directed towards member agencies and redirecting funds into the noncompetitive grants aligns with that goal. During the discussion, the Executive Committee members also asked questions about the Competitive Community Grants and how it was decided to include religious institutions in the definition of community organizations. Staff explained that the intention of the grants is to demonstrate electrification at places where communities regularly gather and that all non-profit organizations that are located within SVCE’s service territory and customers of SVCE are eligible to apply for the grant. The Executive Committee also considered an allocation of the unspent funds based on member agency size as opposed to an equal allocation. Ultimately, the Executive Committee unanimously supported Option 1 with an equal allocation as presented by staff.

BACKGROUND
In 2022, SVCE launched the Decarbonization Demonstration & Engagement Grant program to support the development of capital projects demonstrating the feasibility of all-electric appliances and engagement projects to educate the public on electrification in innovative ways. $3.2 million was allocated to the Decarbonization Demonstration Grant and $400,000 to the Decarbonization Engagement Grant. One member agency from the Decarbonization Demonstration & Engagement Grant program decided not to proceed with their grant project, resulting in $500,000 of unallocated funds.

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

The member agency competitive funding will allow agencies to pursue additional funding with the option to stack with their noncompetitive allocation. Both the Noncompetitive and Competitive Member Agency Grants launched on October 30, 2024. The deadline to submit an application for the noncompetitive grant is December 5, 2025, and only one member agency has confirmed its funds to date. Six member agencies were selected for the Competitive Member Agency Grant, reserving the $3.5M for the selected projects. The Competitive Community Grants will launch in 2026.

In 2024, the Board approved $10 million in community grants (SVCE Board of Directors Meeting, March 13, 2024, Item 5) to support building and transportation electrification, energy resilience, and community engagement projects. The program is divided into three areas: 1) Noncompetitive Member Agency Grants ($3M), 2) Competitive Member Agency Grants ($3.5M), and 3) Competitive Community Grants ($3.5M) for schools, religious institutions, and non-profits. Each member agency was awarded a noncompetitive allocation that can be used for a variety of projects that support building or transportation electrification, energy resilience, or community engagement on these topics.

In March 2025, the Board delegated authority to the CEO to approve and issue grants based on the goals and objectives of the Board-approved grant program (SVCE Board of Directors Meeting, March 12, 2025, Item 1e).

For the six awarded Competitive Member Agency Grants, eight agreements have been issued for a total of $3,395,000.

ANALYSIS & DISCUSSION
Distributing the unspent funds to the Noncompetitive Member Agency Grant, which would equally distribute $38,461 to all 13 agencies’ noncompetitive allocation. This would allow agencies to expand or “top off” on their projects.

Following is a breakdown of the reallocated funds:

If the Board authorizes the allocation of the unspent funds to the Noncompetitive Member Agency Grants, as described above, staff will reach out as soon as practical to all member agencies informing them of the additional funding.

Staff intends to launch the Competitive Community Grants ($3.5M) in 2026 and will provide an informational update to the Board before December 2025.

Item 1c
Agency % of SVCE Load Total Allocation $500K Divided If $500K Were Reallocated w/ Existing Allocation
Campbell 5% $177,644 $38,461 $216,105
Cupertino 5% $186,769 $38,461 $225,230
Gilroy 6% $196,717 $38,461 $235,178
Los Altos 3% $149,093 $38,461 $187,554
Los Altos Hills 1% $117,275 $38,461 $155,736
Los Gatos 4% $173,184 $38,461 $211,645
Milpitas 16% $372,233 $38,461 $410,694
Monte Sereno 0% $106,521 $38,461 $144,982
Morgan Hill 5% $186,529 $38,461 $224,990
Mountain View 14% $341,460 $38,461 $379,921
Saratoga 3% $146,076 $38,461 $184,537
Sunnyvale 29% $594,923 $38,461 $633,384
Unincorporated County 9% $251,577 $38,461 $290,038
Total 100% $3,000,000 $500,000 $3,500,000
Agenda Item: 1c Agenda Date: 9/10/2025

STRATEGIC PLANThe grant programs are in direct support of SVCE’s overall mission and directly support SVCE’s Strategic Plan Goal 7, “Support all SVCE communities to decarbonize through local investments that reduce barriers and demonstrate sensible, scalable, and equitable solutions.”

ALTERNATIVE
Alternatives include redirecting the funding into the Competitive Community Grants or redirecting the funding into the general programs fund to support other decarbonization initiatives.

FISCAL IMPACT
Board approval of reallocating unspent funds to the existing 2024 Noncompetitive Member Agency Grant will not result in a fiscal impact as the unspent funds have already been approved as part of the general programs fund.

Item 1c

Staff Report – Item 1d
Item 1d:

From:

Prepared by:

Date:

Authorize the Chief Executive Officer to Enter into a Contract with Hueston Hennigan, LLP for Legal Services for a Success Fee or for a Total Amount Not-to-Exceed $2,500,000 Monica Padilla, Chief Executive Officer
Michael Callahan, General Counsel
9/10/2025

RECOMMENDATION
Staff recommends that the Silicon Valley Clean Energy (SVCE) Authority Board (“Board”) authorize the Chief Executive Officer (“CEO”) to negotiate and enter into a contract with Hueston Henningan, LLP for legal services for a success fee or a total amount not to exceed of (“NTE”) $2,500,000.

BACKGROUND
SVCE entered into a contract with Hueston Hennigan, LLP on May 16, 2025 under the CEO’s delegated signing authority for legal support on a dispute related to a power purchase agreement (“PPA”). The PPA is for a project that SVCE shares with another community choice aggregator (“CCA”) Central Coast Community Energy (CCCE) on an equal basis and the two CCAs have equally shared in the legal costs for the dispute. The CCAs are currently scheduled to enter mediation with the PPA seller in mid-September. As the CCAs sought to resolve the issue, it became clear that litigation may be required. On August 13, 2025, the Board authorized staff to pursue litigation.

Since that time, staff has negotiated a fee structure to allow Hueston Hennigan to provide legal litigation services.

ANALYSIS & DISCUSSION
It is estimated that legal costs and fees to get through trial would be approximately $8,000,000 ($4,000,000 for each CCA). Staff is recommending a fee structure with (1) a discounted hourly rate; and (2) a success fee of 10% for monetary awards in excess of the limitation of liability in the PPA, or the full (not discounted) hourly rate for hours worked if the project achieves commercial operation. This structure is intended to reduce costs for SVCE in the event litigation is unsuccessful. At this time, staff recommends establishing an NTE amount of $2,500,000 ($1,250,000 for each CCA) for legal costs and fees that is estimated to get the CCAs through the motion for summary judgement stage of litigation. The success fee is carved out and may exceed the NTE amount if success, as defined in an amended agreement, is reached. Staff will keep the Board apprised of the status of the litigation and may request an adjustment to this NTE as needed.

STRATEGIC PLAN
Authorizing the CEO to negotiate and enter into an engagement will directly support Goal 4 of the Strategic Plan which is to “Acquire power supply resources in a cost-effective manner to meet legislative and regulatory obligations, Board directives and customer specific products.”

ALTERNATIVE
If the Board does not delegate authority to the CEO, SVCE would need to seek an alternative fee structure or alternative litigation counsel. SVCE believes this would lead to additional staff time to renegotiate the agreement Item 1d
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1d Agenda Date: 9/10/2025

or additional costs to bring a new counsel up to speed. Transitioning attorneys may also impair SVCE’s near-term representation as we plan to enter into mediation in mid-September.

FISCAL IMPACT
The recommendation will not result in a change to the Fiscal Year 2024-25 Adjusted Budget or the Fiscal Year 2025-26 Proposed Budget as legal expenses are included in both budgets.

Item 1d

Staff Report – Item 1e
Item 1e: Authorize the Chief Executive Officer to Execute an Amendment with Sunnyvale Village Associates to Extend Lease of Current Office Space for Up to 12 Months From: Monica Padilla, CEO
Prepared by: Nik Zanotto, Director of Operations
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 one or more amendments with Sunnyvale Village Associates to extend the lease of the current office space for an amount not-to-exceed (NTE) $400,000.

BACKGROUND
SVCE took possession of its current office space in September 2020 and had a 5-year lease which expires October 31, 2025. SVCE purchased a building in 2025 to accommodate the growth of the organization and to provide a space that SVCE can use to engage customers and community stakeholders. Construction on the new building will not be completed until June 2026, therefore staff intends to extend the lease of the current office by nine months, which would end July 2026, with the possible option to extend month-to-month as necessary. This will ensure staff is able to be accessible to its customers, allows for business continuity and eliminates the need to secure temporary office space.

ANALYSIS & DISCUSSION
The new office space is not expected to be ready until late spring of 2026. As such, staff has negotiated with the current landlord an extension to stay in the existing space at a leasing rate closer to current market, resulting in a significantly lower monthly rate.

The first proposed amendment extends the lease by nine months for a total of $$284,868. If the new office space experiences construction delays, staff may exercise the month-to-month extension as necessary with the intent of not exceeding three months.

SVCE evaluated other options including:
a) Rent temporary office space on a month-to-month basis b) Let lease expire and fully work remotely
The alternative options explored would require a significant number of staff hours to make a temporary transition until the new office space is complete. Extending the lease would allow SVCE to continue operations as-is until moving into SVCE’s new headquarters.

STRATEGIC PLAN
Extending the office lease falls under the Strategic Plan Goal 8 - “Engage customers and community stakeholders to build trust of SVCE and advance decarbonization” and Strategic Plan Goal 10 - “Hire, retain and develop high-performing talent via competitive benefits and rewarding work culture.“ Item 1e
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1e Agenda Date: 9/10/2025

ALTERNATIVE
SVCE evaluated other options including:
c) Rent temporary office space on a month-to-month basis d) Let lease expire and fully work remotely
The alternative options explored would require a significant number of staff hours to make a temporary transition until the new office space is complete. Extending the lease would allow SVCE to continue operations as-is until moving into SVCE’s new headquarters.

The Board may direct the CEO not to execute an amendment with Sunnyvale Village Associates to extend the lease thus requiring staff to initiate one of the two alternatives listed above. Staff does not recommend either alternative as they will cause a disruption to SVCE’s business continuity and ability to best serve our customers.

FISCAL IMPACT
The lease extension includes $284,868 in charges based on $31,652.00 (base rent)/per month over the nine month extension, which has been accounted for in the upcoming proposed FY25-26 Operating Budget.

ATTACHMENT

1. Draft Third Amendment with Sunnyvale Village Associates

2. Second Amendment, First Amendment, and Agreement with Sunnyvale Village Associates Item 1e
Z:\Shared\DOCS\WP\FORMS\LEASES\AMENDMENT\Silicon Valley Energy Authority-SFP Clean Third Amendment 8-18-25 revised.docx DRAFT

THIRD AMENDMENT
Third Amendment to that certain Standard Multi-Tenant Office Lease – Gross and Addendum dated December 12, 2019 by and between Sunnyvale Village Associates, a California general partnership, (“Lessor”) and Silicon Valley Energy Authority, a Santa Clara County Public Agency, (“Lessee”) for the premises commonly known as 333 W. El Camino Real, Suites 330 & 340, Sunnyvale, CA 94087.

RECITALS
A. WHEREAS, Lessor and Lessee executed an Amendment dated June 5, 2020 the purpose of which was to document Lessee’s request that Lessor’s interior alterations work be ceased for a thirty (30) day period starting May 18, 2020 in order for Lessee to re-consider the interior alterations and improvement plans it had previously approved; and B. WHEREAS, Lessor and Lessee executed a Second Amendment dated February 1, 2021 the purpose of which was to compensate Lessor for the increased cost of Lessor’s interior alterations and improvements work, to amend the Original Term to commence September 25, 2020 and the Expiration Date to expire October 31, 2025 and to amend the payment dates of monthly Base Rent; and
C. WHEREAS, the Standard Multi-Tenant Lease – Gross, Addendum, Amendment and Second Amendment are hereinafter collectively referred to as the “Lease”; and D. WHEREAS, Lessee now desires to holdover within the Premises from and after November 1, 2025; and
E. WHEREAS, Lessor is willing to grant its consent and approval for a holding over subsequent to October 31, 2025 in exchange for an extended leased term; NOW, THEEFORE, Lessor and Lessee do hereby agree to amend, modify and supplement the Lease as set forth herein below.

AGREEMENT

1. Lessor and Lessor do hereby state that the hereinabove Recitals are true and correct and do re-affirm, to each other the validity of the Lease, as amended, and agree to keep, honor and observe each and every provision contained therein.

2. Lessor and Lessee do hereby agree to extend the Expiration Date of the leased term to July 31, 2026.

3. Paragraph 1.3, Page 2, TERM of the Lease is hereby deleted in its entirety in favor of the following substitution in lieu thereof:

1.3 Term: Five (5) years and ten (10) months and a partial month (“Original Term”) commencing on September 25, 2020 and ending on July 31, 2026 (“Expiration Date”). (See also Paragraph 3).

4. Paragraph 50, Page 1 of the Addendum, Base Rent Increases is hereby supplemented as set forth below in consideration of the leased term extension to July 31, 2026:
(v) Thirty one thousand six hundred fifty two and 00/100---Dollars ($31,652.00) per month during the period November 1, 2025 through July 31, 2026.

Item 1e
Attachment 1
Draft Amendment Sunnyvale Village Associates
Z:\Shared\DOCS\WP\FORMS\LEASES\AMENDMENT\Silicon Valley Energy Authority-SFP Clean Third Amendment 8-18-25 revised.docx

5. The Renewal Option in Lessee’s favor described in Paragraph 55.1 of the Addendum has expired null and void unenforceable against Lessor because Lessee did not duly exercise its renewal option right.

6. There are no additional renewal options in Lessee’s favor from and after July 31, 2026 nor shall there be any unless expressly agreed to in writing by Lessor.

7. Lessee acknowledges it has been solely represented by Tracey C. Solari of Newmark dba Cornish & Carey Commercial Real Estate in the negotiation of this Third Amendment and shall be solely responsible for compensating its agent.

In all other respects the Lease shall remain in full force and effect without further amendment, modification or supplement.

Dated this 1
st day of August, 2025.

LESSOR: LESSEE:

Sunnyvale Village Associates, Silicon Valley Energy Authority, a California general partnership a Santa Clara County Public Agency By: Riparbelli 2009 Irrevocable Trust
dated December 8, 2009, By: DRAFT
General Partner Monica Padilla
Title: Chief Executive Officer
By: DRAFT
David J. Riparbelli
Title: Trustee
By: Iacopo & Giuseppina Group, LLC,
a California limited liability company,
General Partner
By: DRAFT
Thomas J. Biagini
Title: Manager
By: DRAFT
Mark B. Biagini
Title: Manager
Item 1e
Attachment 1
Draft Amendment Sunnyvale Village Associates
Item 1e
Attachment 2

SECOND AMENDMENT
Second Amendment to that certain Standard Multi-Tenant Office Lease - Gross and Addendum dated December 12, 2019 by and between Sunnyvale Village Associates, a California general partnership, (“Lessor”) and Silicon Valley Energy Authority, a Santa Clara County Public Agency, (“Lessee”) for the premises commonly known as 333 W. El Camino Real, Suites 330 & 340, Sunnyvale, CA 94087.

RECITALS
A. WHEREAS, Lessor and Lessee executed an Amendment dated June 5, 2020 the purpose of which was to document Lessee’s request that Lessor's interior alterations work be ceased for a thirty (30) day period starting May 18, 2020 in order for Lessee to re-consider the interior alterations and improvement plans it had previously approved; and
B. WHEREAS, the Standard Multi-Tenant Lease -Gross, Addendum and Amendment are hereinafter collectively referred to as the “Lease”; and
C. WHEREAS, Lessor resumed interior alterations and improvements work on or about June 18, 2020 in accordance with revised plans and specifications approved by Lessee and completed all construction activities on or about September 25, 2020 delivering possession of the Premisesto Lessee on said date; and D. WHEREAS, Lessee agreed to compensate Lessor of the increased cost of revised interior alterations and improvements caused by Lessee's requested changes to previously approved interior alterations and improvements; and
E. WHEREAS, the Lease provided for a five (5) year and one (1) month leased term to commence on June 1, 2020 and expire on June 30, 2025 with Lessee obligated to commence making Base Rent payments to Lessor on July 1, 2020; and
F. WHEREAS, Lessor’s ability to timely complete itsinterior alterations and improvements work was frustrated due to building material shortages and labor inefficiencies caused by the effects of governmental edicts arising out of a Covid-19 public health pandemic; NOW, THEEFORE, Lessor and Lessee do hereby agree to amend, modify and supplement the Lease as set forth herein below.

AGREEMENT

1. Lessor and Lessor do hereby state that the hereinabove Recitals are true and correct and do re-affirm, to each other the validity of the Lease, as amended, and agree to keep, honor and observe each and every provision contained therein.

2. Lessee shall concurrently with execution hereof remit to Lessor the sum of forty six thousand fifteen and 20/100—Dollars ($46,015.20) as payment in full for the increased cost of Lessor's interior alterations and improvements work arising out of Lessee's changesto its previously approved plans and specifications.

3. Paragraph 1.3, Page 2, TERM of the Lease is hereby deleted in its entirety in favor of the following substitution in lieu thereof:

1.3 Term: Five (5) years and one (1) and a partial month (“Original Term”) commencing on September 25, 2020 and ending on October 31, 2025 (“Expiration Date”). (See also Paragraph 3).

4. Paragraph 1.5, Page 2, Base Rent of the Lease is hereby deleted in its entirety in favor of the following substitution in lieu thereof:

1.5 Base Rent: $39,565.00 per month (“Base Rent”) payable on October 24, 2020 and on the first (1s
t) day of each month thereafter commencing on November 1, 2020. (See also Paragraph 4).

5. Paragraph 1.7(a), Page 1, Base Rent And Other Monies Payable Upon Execution of the Addendum is hereby deleted in its entirety in favor of the following substitution in lieu thereof:

1.7(a) Base Rent: $39,565.00 to be applied to the October 24, 2020 through November 23, 2020 time period.

Z:\Shared\DOCS\WP\FORMS\LEASES\AMENDMENrtSilicon Valley Energy Authority-SFP Amendment 2-1-21.docx Item 1e
Attachment 2

6. Paragraphs 50 (i) through (iv) of the Addendum are hereby amended to replace “July 1” in each case to “December 1” and “June 30” in each case to “November 30”.

7. Paragraph 55.1, Renewal Option of the Addendum is hereby amended to replace “July 1” with “November 1” and “June 30” with “October 31” such that the five (5) year renewal option period, if duly exercised, would commence on November 1, 2025 and expire on October 31, 2030. In addition, the phrase “June 1, 2024 nor later than August 31, 2024” is hereby replaced with “September 1, 2024 nor later than November 30, 2024” during which revised time period Lessee may exercise its Renewal Option by giving irrevocable written notice to Lessor.

In all other respectsthe Lease shall remain in full force and effect without further amendment, modification or supplement.

Dated this 1
st
day of February 1,2021.

LESSOR:

Sunnyvale Village Associates,
a California general partnership
By: Riparbelli 2009 Irrevocable Trust
dated December 8, 2009,
General Partner
David J. Riparbelli
Title: Trustee
By: lacopo & Giuseppina Group, LLC,
a California limited liability company,
General Partner
TGrmZK- Qz.

Thomas J. Biagini
Title: Manager
By:
"
Mark B. Biagini
Title: Manager
LESSEE:

Silicon Valley Energy Authority,
a Santa Clara County Public Agency
By:

Girish Balachandran
Name Printed: Girish Balachandran
Title: Chief Executive Officer
Z:\Shared\DOCS\WP\FORMS\LEASES\AMENDMENTSilicon Valley Energy Authority-SFP Amendment 2-1-21.docx Item 1e

AMENDMENT
Attachment 2
Amendment to that certain Standard Multi-Tenant Office Lease -Gross dated December 12, 2019 by and between Sunnyvale Village Associates, a California general partnership. (“Lessor”) and Silicon Valley Energy Authority, a Santa Clara County Public Agency. (“Lessee”) for the premises commonly known as 333 W. El Camino Real, Suites 330 & 340, Sunnyvale, Ca 94087 (the “Lease”).

RECITALS
A. WHEREAS, the Lease by its terms requires the Lessor to perform and pay for certain interior alterations and improvements to prepare the premisesfor Lessee’s occupancy as more particularly described in Exhibits E-l through E-3 attached to the Lease; and B. WHEREAS, the Lessor prepared plans and specifications for interior alterations and improvements work which Lessee reviewed and approved of in writing on or about February 13. 2020; and C. WHEREAS. Lessor commenced the approved construction activities work on or about March 1, 2020; and D. WHEREAS. Lessor formally ceased construction activities work on or about May 18. 2020 at Lessee’s request in order for Lessee to re-consider the interior alterations and improvement work plan it had approved; NOW. THEEFORE. Lessor and Lessee do hereby agree to amend, modify and supplement the Lease as set forth hereinbelow.

AGREEMENT

1. Lessor and Lessor do hereby state that the hereinabove Recitals are tme and correct and do re-affirm. to each other the validity of the Lease and agree to keep, honor and observe each and every provision contained therein.

2. Lessee acknowledges that Lessor has ceased construction activities as of May 18, 2020 at Lessee’s sole request pending further instructions from Lessee relative to the approved interior alterations and improvements plans which Lessee may elect to change to better suit its intended use of the premises.

3. Lessee represents that it w ill advise Lessor of any changes to the approved interior alterations and improvements plan desired by Lessee not later than June 17. 2020 in order that Lessor may resume its constmction activities as of that date for completion of interior alterations and improvements work and delivery of the premises to Lessee as soon as reasonably possible thereafter.

4. Lessee acknowledges that any changes it requests of Lessor may result in additional architectural, engineering and construction costs which Lessee agrees to pay for within ten (10) days receipt of Lessor’s demand for payment.

5. In exchange for Lessor’s constmction activities work stoppage and to compensate Lessor for lost Base Rent caused by Lessee’s requested constmction work delay. Lessee does concurrently with execution hereof remit thirty nine thousand five hundred sixty five and 00/100—Dollars ($39,565.00) to Lessor as consideration therefore. Such consideration is in additional to (and not replacement for) any and all other monetary sums as they become due and payable to the Lessor under the Lease.

6. In the event of any conflicting provisions between the Lease and this Amendment, the provisions of this Amendment shall take precedence, control and prevail.

7. Lessor and Lessee do hereby agree there are no other agreements, oral or written, other than the Lease itself and this Amendment.

In all other respects the Lease shall remain in full force and effect without further amendment, modification or supplement.

Dated this 5
th
day of June, 2020.

LESSOR:

Sunnyvale Village Associates,
a California general partnership
By: Riparbclli 2009 Irrevocable Trost
dated December 8, 2009,
General Partner
David J. Riparbelli
Title: Trustee
By: lacopo & Giuseppina Group. LLC.
a California limited liability company.

General Partner
Thomas J. Biagini
Title: Manager
ru-By:
g
Mark B. Biagini
Title: Manager
LESSEE:

Silicon Valley Energy7 Authority.
a Santa Clara County Public Agency
By:

Girish Balachandran
Name Printed: Girish Balachandran
Title: Chief Executive Officer
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STANDARD MULTI-TENANT OFFICE LEASE - GROSS

1. Basic Provisions ("Basic Provisions").

1.1 Parties. This Lease ("Lease"), dated for reference purposes only December 12, 2019 , is made by and between Sunnyvale Village Associates, a California general partnership, ("Lessor") and Silicon Valley Energy Authority, a Santa Clara County Public Agency ("Lessee"), (collectively the "Parties", or individually a "Party").

1.2(a) Premises: That certain Portion of the Project (as defined below), commonly known as (street address, suite, city, state):
333 w. El Camino Real, Suites 330 and 340 Sunnyvale, CA 94087-1969 ("Premises"). The Premises are located in the County of Santa Clara , and consist of approximately 7,913 rentable square feet and approximately 7,049 useable square feet. In addition to Lessee's rights to use and occupy the Premises as hereinafter specified, Lessee shall have non-exclusive rights to the Common Areas (as defined in Paragraph 2.7 below) as hereinafter specified, but shall not have any rights to the roof, the exterior walls, the area above the dropped ceilings, or the utility raceways of the building containing the Premises ("Building") or to any other buildings in the Project. The Premises, the Building, the Common Areas, the land upon which they are located, along with all other buildings and improvements thereon, are herein collectively referred to as the "Project." The Project | consists of approximately 52,414 useable rentable square feet. (See also Paragraph 2)

1.2(b) Parking: Twenty four (24) unreserved and eight (8) reserved vehicle parking spaces at a monthly cost of $-0- per unreserved space and $-0- per reserved space. (See Paragraph 2.6) | 1.3 Term: Five (5) yearsand one (1) months ("Original Term") commencing June 1, 2020 ("Commencement Date") and ending June 30, 2025 ("Expiration Date"). (See also Paragraph 3)

1.4 Early Possession: If the Premises are available Lessee may have non-exclusive possession of the Premises commencing May 15, 2020 ("Early Possession Date"). (See also Paragraphs 3.2 and 3.3)

1.5 Base Rent: $39,565.00 per month ("Base Rent"), payable on the first (1st) day of each month commencing June 1, 2020 . (See also Paragraph 4)
V If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See Paragraph 50 .

1.6 Lessee's Share of Operating Expense Increase: Thirteen and 449/1,OOths percent ( 13.449 %) ("Lessee's Share"). In the event that that size of the Premises and/or the Project are modified during the term of this Lease, Lessor shall recalculate Lessee's Share to reflect such modification.

1.7 Base Rent and Other Monies Paid Upon Execution:
(a) Base Rent: $39,565.00 fortheoeriod July 1-31, 2020 . (b) Security Deposit: $44,530.00 consisting of $28,560.00 to be transferred by Lessor to this Lease from a Prior Lease and an additional $15.970.00 to be remitted bv Lessee to Lessor upon execution of this Lease ("Security Deposit"). (See also Paragraph 5) (c) Parking: $-0- fortheoeriod N/A
(d) Other: $-0- for N/A
(e) Total Due Upon Execution of this Lease: $55,535.00 .

1.8 Agreed Use: General and administrative offices for a public agency providing community choice energy services. energy research and development activities. marketing activities. storage and other legal related uses . (See also Paragraph 6)

1.9 Base Year; Insuring Party. The Base Year is 2020 Lessor is the "Insuring Party". (See also Paragraphs 4.2 and 8)

1.10 Real Estate Brokers. (See also Paragraph 15 and 25) (a) Representation: The following real estate brokers (the "Brokers") and brokerage relationships exist in this transaction (check applicable boxes):
0,Biagini Properties, Inc., a California corporation represents Lessor exclusively ("Lessor's Broker"); a. Newmark Knight Frank represents Lessee exclusively ("Lessee's Broker"); or .None represents both Lessor and Lessee ("Dual Agency"). (b) Payment to Brokers. Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers the brokerage fee agreed to in a separate written agreement, (or if there is no such agreement, the sum of — or of the total Base Rent) for the brokerage services rendered by the Brokers. 444 Guarantor. The obligations of the Lessee under this Lease are to bo guaranteed by ("Guarantor"). (Soo also Paragraph 37)

1.12 Business Hours for the Building: 8:00 a.m. to 6:00 p.m., Mondays through Fridays (except Building Holidays), and a.m. to . p.m. on Saturdays (except Building Holidays). "Building Holidays" shall mean the dates of observation of New Year's Day, President's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day, and Martin Luther King, Jr. Dav .

1.13 Lessor Supplied Services. Notwithstanding the provisions of Paragraph 11.1, Lessor is NOT obligated to provide the following within the Premises:

Janitorial services
Electricity
Other (specify):

1.14 Attachments. Attached hereto are the following, all of which constitute a part of this Lease:

Han Addendum consisting of Paragraphs 50 through 55 ;
a plot plan depicting the Premises; attached hereto as Exhibits A-1, A-2, A-3 and A-4 0 current set of the Rules and Regulations; attached hereto as Exhibit B a Work Letter; attached hereto as Exhibits E-1 and E-2
a janitorial schedule;
'Z other (specify): Exhibit C-Legal Description; Exhibit-D Standards For Utilities Services and Exhibit F-Master Sign Program .

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2. Premises.

2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease. While the approximate square footage of the Premises may have been used in the marketing of the Premises for purposes of comparison, the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment should the actual size be determined to be different. NOTE: Lessee is advised to verify the actual size prior to executing this Lease.

2.2 Condition. Lessor shall deliver the Premises to Lessee in a clean condition on the Commencement Date or the Early Possession Date, whichever first occurs ("Start Date"), and warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC"), and all other items which the Lessor is obligated to construct pursuant to the Work Letter attached hereto, if any, other than those constructed by Lessee, shall be in good operating condition on said date, that the structural elements of the roof, bearing walls and foundation of the Unit shall be free of material defects, and that the Premises do not contain hazardous levels of any mold or fungi defined as toxic under applicable state or federal law. Lessor also warrants, that unless otherwise specified in writing, Lessor is unaware of (i) any recorded Notices of Default affecting the Premise; (ii) any delinquent amounts due under any loan secured by the Premises; and (ill) any bankruptcy proceeding affecting the Premises.

2.3 Compliance. Lessor warrants that to the best of its knowledge the improvements on the Premises and the Common Areas comply with the building codes, applicable laws, covenants or restrictions of record, regulations, and ordinances ("Applicable Requirements") that were in effect at the time that each improvement, or portion thereof, was constructed. Said warranty does not apply to the use to which Lessee will put the Premises, modifications which may be required by the Americans with Disabilities Act or any similar laws as a result of Lessee's use (see Paragraph 49), or to any Alterations or Utility Installations (as defined in Paragraph

7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the zoning and other Applicable Requirements are appropriate for Lessee's intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same. If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Premises, the remediation of any Hazardous Substance, or the reinforcement or other physical modification of the Premises ("Capital Expenditure"), Lessor and Lessee shall allocate the cost of such work as follows:
(a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however, that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months' Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessee's termination notice that Lessor has elected to pay the difference between the actual cost thereof and the amount equal to 6 months' Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure.
(b) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as, governmentally mandated seismic modifications), then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease or any extension thereof, on the date that on which the Base Rent is due, an amount equal to l/144th of the portion of such costs reasonably attributable to the Premises. Lessee shall pay Interest on the balance but may prepay its obligation at any time. If, however, such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessor's termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, from Rent until Lessor's share of such costs have been fully paid. If Lessee is unable to finance Lessor's share, or if the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor. (c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change in intensity of use, or modification to the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or (ii) complete such Capital Expenditure at its own expense. Lessee shall not have any right to terminate this Lease.

2.4 Acknowledgements. Lessee acknowledges that: (a) it has been given an opportunity to inspect and measure the Premises, (b) Lessee has been advised by Lessor and/or Brokers to satisfy itself with respect to the size and condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements), and their suitability for Lessee's intended use, (c) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, (d) it is not relying on any representation as to the size of the Premises made by Brokers or Lessor, (e) the square footage of the Premises was not material to Lessee's decision to lease the Premises and pay the Rent stated herein, and (f) neither Lessor, Lessor's agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or warranties concerning Lessee's ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor's sole responsibility to investigate the financial capability and/or suitability of all proposed tenants.

2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to the Start Date, Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective work.

2.6 Vehicle Parking. So long as Lessee is not in default, and subject to the Rules and Regulations attached hereto, and as established by Lessor from time to time, Lessee shall be entitled to rent and use the number of parking spaces specified in Paragraph

1.2(b) at the rental rate applicable from time to time for monthly parking as set by Lessor and/or its licensee. (a) If Lessee commits, permits or allows any of the prohibited activities described in the Lease or the rules then in effect, then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow

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away the vehicle involved and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor. (b) The monthly rent per parking space specified in Paragraph 1.2(b) is subject to change upon 30 days prior written notice to Lessee. The rent for the parking is payable one month in advance prior to the first day of each calendar month.

2.7 Common Areas - Definition. The term "Common Areas" is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Project and interior utility raceways and installations within the Premises that are provided and designated by the Lessor from time to time for the general nonexclusive use of Lessor, Lessee and other tenants of the Project and their respective employees, suppliers, shippers, customers, contractors and invitees, including, but not limited to, common entrances, lobbies, corridors, stairwells, public restrooms, elevators, parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways and landscaped areas.

2.8 Common Areas - Lessee's Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers, contractors, customers and invitees, during the term of this Lease, the non-exclusive right to use, in common with others entitled to such use, the Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Lessor under the terms hereof or under the terms of any rules and regulations or restrictions governing the use of the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas. Any such storage shall be permitted only by the prior written consent of Lessor or Lessor's designated agent, which consent may be revoked at any time. In the event that any unauthorized storage shall occur, then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove the property and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.

2.9 Common Areas - Rules and Regulations. Lessor or such other person(s) as Lessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to adopt, modify, amend and enforce reasonable rules and regulations ("Rules and Regulations") for the management, safety, care, and cleanliness of the grounds, the parking and unloadingof vehicles and the preservation of good order, as well as for the convenience of other occupants or tenants of the Building and the Project and their invitees. The Lessee agrees to abide by and conform to all such Rules and Regulations, and shall use its best efforts to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform.

Lessor shall not be responsible to Lessee for the noncompliance with said Rules and Regulations by other tenants of the Project.

2.10 Common Areas - Changes. Lessor shall have the right, in Lessor's sole discretion, from time to time:
(a) To make changes to the Common Areas, including, without limitation, changes in the location, size, shape and number of the lobbies, windows, stairways, air shafts, elevators, escalators, restrooms, driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas, walkways and utility raceways; (b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available;
(c) To designate other land outside the boundaries of the Project to be a part of the Common Areas; (d) To add additional buildings and improvements to the Common Areas; (e) To use the Common Areas while engaged in making additional improvements, repairs or alterations to the Project, or any portion thereof; and
(f) To do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Project as Lessor may, in the exercise of sound business judgment, deem to be appropriate.

3. Term.

3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3.

3.2 Early Possession. Any provision herein granting Lessee Early Possession of the Premises is subject to and conditioned upon the Premises being available for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a non-exclusive right to occupy the Premises. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base Rent shall be abated for the period of such Early Possession. All other terms of this Lease (including but not limited to the obligations to pay Lessee's Share of the Operating Expense Increase) shall be in effect during such period. Any such Early Possession shall not affect the Expiration Date.

3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by the Commencement Date. If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or change the Expiration Date. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. If possession is not delivered within 60 days after the Commencement Date, as the same may be extended under the terms of any Work Letter executed by Parties, Lessee may, at its option, by notice in writing within 10 days after the end of such 60 day period, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If such written notice is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. If possession of the Premises is not delivered within 120 days after the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in writing.

3.4 Lessee Compliance. Lessor shall not be required to deliver possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor's election to withhold possession pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied.

4. Rent.

4.1 Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent ("Rent").

4.2 Operating Expense Increase. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent, Lessee's Share of the amount by which all Operating Expenses for each Comparison Year exceeds the amount of all Operating Expenses for the Base Year, such excess being hereinafter referred to as the "Operating Expense Increase", in accordance with the following provisions:
(a) "Base Year" is as specified in Paragraph 1.9.
(b) "Comparison Year" is defined as each calendar year during the term of this Lease subsequent to the Base Year;

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provided, however, Lessee shall have no obligation to pay a share of the Operating Expense Increase applicable to the first 12 months of the Lease Term (other than such as are mandated by a governmental authority, as to which government mandated expenses Lessee shall pay Lessee's Share, notwithstanding they occur during the first twelve (12) months). Lessee's Share of the Operating Expense Increase for the first and last Comparison Years of the Lease Term shall be prorated according to that portion of such Comparison Year as to which Lessee is responsible for a share of such increase. (c) The following costs relatingto the ownership and operation of the Project, calculated as if the Project was at least 95% occupied, are defined as "Operating Expenses":
(i) Costs relating to the operation, repair, and maintenance in neat, clean, safe, good order and condition, but not the replacement (see subparagraph (g)), of the following:
(aa) The Common Areas, including their surfaces, coverings, decorative items, carpets, drapes and window coverings, and including parking areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways, stairways, parkways, driveways, landscaped areas, striping, bumpers, irrigation systems, Common Area lighting facilities, building exteriors and roofs, fences and gates;
(bb) All heating, air conditioning, plumbing, electrical systems, life safety equipment, communication systems and other equipment used in common by, or for the benefit of, tenants or occupants of the Project, including elevators and escalators, tenant directories, fire detection systems including sprinkler system maintenance and repair. (cc) All other areas and improvements that are within the exterior boundaries of the Project but outside of the Premises and/or any other space occupied by a tenant.
(ii) The cost of trash disposal, janitorial and security services, pest control services, and the costs of any environmental inspections;
(iii) The cost of any other service to be provided by Lessor that is elsewhere in this Lease stated to be an "Operating Expense";
(iv) The cost of the premiums for the insurance policies maintained by Lessor pursuant to paragraph 8 and any deductible portion of an insured loss concerning the Building or the Common Areas; (v) The amount of the Real Property Taxes payable by Lessor pursuant to paragraph 10; (vi) The cost of water, sewer, gas, electricity, and other publicly mandated services not separately metered; (vii) Labor, salaries, and applicable fringe benefits and costs, materials, supplies and tools, used in maintaining and/or cleaning the Project and accounting and management fees attributable to the operation of the Project; (viii) The cost of any capital improvement to the Building or the Project not covered under the provisions of Paragraph 2.3 provided; however, that Lessor shall allocate the cost of any such capital improvement over a 12 year period and Lessee shall not be required to pay more than Lessee's Share of l/144th of the cost of such Capital Expenditure in any given month; (ix) The cost to replace equipment or improvements that have a useful life for accounting purposes of 5 years or less, (x) Reserves set aside for maintenance, repair and/or replacement of Common Area improvements and equipment. | (xi) The cost of third party property managementfees. (d) Any item of Operating Expense that is specifically attributable to the Premises, the Building or to any other building in the Project or to the operation, repair and maintenance thereof, shall be allocated entirely to such Premises, Building, or other building. However, any such item that is not specifically attributable to the Building or to any other building or to the operation, repair and maintenance thereof, shall be equitably allocated by Lessor to all buildings in the Project. (e) The inclusion of the improvements, facilities and services set forth in Subparagraph 4.2(c) shall not be deemed to impose an obligation upon Lessor to either have said improvements or facilities or to provide those services unless the Project already has the same, Lessor already provides the services, or Lessor has agreed elsewhere in this Lease to provide the same or some of them.
(f) Lessee's Share of Operating Expense Increase is payable monthly on the same day as the Base Rent is due hereunder.

The amount of such payments shall be based on Lessor's estimate of the Operating Expense Expenses. Within 60 days after written request (but not more than once each year) Lessor shall deliver to Lessee a reasonably detailed statement showing Lessee's Share of the actual Common Area Operating Expenses for the preceding year. If Lessee's payments during such Year exceed Lessee's Share, Lessee shall credit the amount of such over-payment against Lessee's future payments. If Lessee's payments during such Year were less than Lessee's Share, Lessee shall pay to Lessor the amount of the deficiency within 10 days after delivery by Lessor to Lessee of said statement. Lessor and Lessee shall forthwith adjust between them by cash payment any balance determined to exist with respect to that portion of the last Comparison Year for which Lessee is responsible as to Operating Expense Increases, notwithstanding that the Lease term may have terminated before the end of such Comparison Year. (g) Operating Expenses shall not include the costs of replacement for equipment or capital components such as the roof, foundations, exterior walls or a Common Area capital improvement, such as the parking lot paving, elevators, fences that have a useful life for accounting purposes of 5 years or more. (h) Operating Expenses shall not include any expenses paid by any tenant directly to third parties, or as to which Lessor is otherwise reimbursed by any third party, other tenant, or by insurance proceeds.

4.3 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States on or before the day on which it is due, without offset or deduction (except as specifically permitted in this Lease). All monetary amounts shall be rounded to the nearest whole dollar. In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease. Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month.

Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor's rights to the balance of such Rent, regardless of Lessor's endorsement of any check so stating. In the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any Late Charge and Lessor, at its option, may require all future Rent be paid by cashier's check. Payments will be applied first to accrued late charges and attorney's fees, second to accrued interest, then to Base Rent and Common Area Operating Expenses, and any remaining amount to any other outstanding charges or costs.

5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee's faithful performance of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, | apply or retain all or any portion of said Security Deposit for the payment of any amount already due Lessor, for Rents which will be

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| due in the future, and/ or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 10 days after written request therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease. If the Base Rent increases during the term of this Lease, Lessee shall, upon written request from Lessor, deposit additional monies with Lessor so that the total amount of the Security Deposit shall at all times bear the same proportion to the increased Base Rent as the initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the extent necessary, in Lessor's reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and following such change the financial condition of Lessee is, in Lessor's reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change in financial condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 90 days after the expiration or termination of this Lease, Lessor shall return that portion of the Security Deposit not used or applied by Lessor. Lessor shall upon written request provide Lessee with an accounting showing how that portion of the Security Deposit that was not returned was applied. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease. THE SECURITY DEPOSIT SHALL NOT BE USED BY LESSEE IN LIEU OF PAYMENT OF THE LAST MONTH'S RENT.

6. Use.

6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. Other than guide, signal and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles.

Lessor shall not unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the improvements of the Building, will not adversely affect the mechanical, electrical, HVAC, and other systems of the Building, and/or will not affect the exterior appearance of the Building. If Lessor elects to withhold consent, Lessor shall within 7 days after such request give written notification of same, which notice shall include an explanation of Lessor's objections to the change in the Agreed Use.

6.2 Hazardous Substances.
(a) Reportable Uses Require Consent. The term "Hazardous Substance" as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (ill) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, byproducts or fractions thereof. Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee's expense) with all Applicable Requirements. "Reportable Use" shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use such as ordinary office supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit. (b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance.
(c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, comply with all Applicable Requirements and take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee, or any third party. (d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilitiesjudgments, claims, expenses, penalties, and attorneys' and consultants' fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from areas outside of the Project not caused or contributed to by Lessee). Lessee's obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement.
(e) Lessor Indemnification. Except as otherwise provided in paragraph 8.7, Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which result from Hazardous Substances which existed on the Premises prior to Lessee's | occupancy or which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor's obligations,

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| as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. (f) Investigations and Remediations. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to Lessee's occupancy, unless such remediation measure is required as a result of Lessee's use (including "Alterations", as defined in paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment.

Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibilities. (g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and this Lease shall continue in full force and effect, but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's option, either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000, whichever is greater, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor's desire to terminate this Lease as of the date 60 days following the date of such notice. In the event Lessor elects to give a termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee's commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such commitment. In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessor's notice of termination.

6.3 Lessees Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee's sole expense, fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of Lessor's engineers and/or consultants which relate in any manner to the Premises, without regard to whether said Applicable Requirements are now in effect or become effective after the Start Date. Lessee shall, within 10 days after receipt of Lessor's written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee's compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements. Likewise, Lessee shall immediately give written notice to Lessor of: (i) any water damage to the Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold; or (ii) any mustiness or other odors that might indicate the presence of mold in the Premises.

6.4 Inspection; Compliance. Lessor and Lessor's "Lender" (as defined in Paragraph 30) and consultants authorized by Lessor shall have the right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times, after | reasonable notice,of not less thanforty eight (48) hours prior, for the purpose of inspecting and/or testing the condition of the Premises and/or for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see Paragraph 9.Ie) is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation or contamination by Lessee or Lessee's contractors, agents, employees, assignees and/or sublessees. In addition, Lessee shall provide copies of all relevant material safety data sheets (MSDS) to Lessor within 10 days of the receipt of written request therefor not more than once during any calendar year. Lessee acknowledges that any failure on its part to allow such inspections or testing will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain.

Accordingly, should the Lessee fail to allow such inspections and/or testing in a timely fashion the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, | whichever is greater for the remainder to the Lease or when inspection allowance is granted, whichever is sooner. The Parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to allow such inspection and/or testing. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to such failure nor prevent the exercise of any of the other rights and remedies granted hereunder.

7. Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations.

7.1 Lessees Obligations. Notwithstanding Lessor's obligation to keep the Premises in good condition and repair, Lessee shall be responsible for payment of the cost thereof to Lessor as additional rent for that portion of the cost of any maintenance and repair of the Premises, or any equipment (wherever located) that serves only Lessee or the Premises, to the extent such cost is attributable to abuse or misuse. In addition, Lessee rather than the Lessor shall be responsible for the cost of painting, repairing or replacing wall coverings, and to repair or replace any similar improvements within the Premises. Lessor may, at its option, upon reasonable notice, elect to have Lessee perform any particular such maintenance or repairs the cost of which is otherwise Lessee's responsibility hereunder."

7.2 Lessors Obliga tions. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 4.2 (Operating Expenses), 6 (Use), 7.1 (Lessee's Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor, subject to reimbursement pursuant to Paragraph 4.2, shall keep in good order, condition and repair the foundations, exterior walls, structural condition of interior bearing walls, exterior roof, fire sprinkler system, fire alarm and/or smoke detection systems, fire hydrants, and the Common Areas.

7.3 Utility Installations; Trade Fixtures; Alterations. (a) Definitions. The term "Utility Installations" refers to all floor and window coverings, air lines, vacuum lines, power panels, electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, and plumbing in or on the Premises. The term "Trade Fixtures" shall mean Lessee's machinery and equipment that can be removed without doing material damage to the Premises. The term "Alterations" shall mean any modification of the improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion. "Lessee Owned Alterations and/or Utility Installations" are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a).

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| (b) Consent. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor's prior written consent. Lessee may, however, make non-structural Alterations or Utility Installations to the interior of the Premises (excluding the roof) without such consent but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof, ceilings, floors or any existing walls, will not affect the electrical, plumbing, HVAC, and/or life safety systems, do not trigger the requirement for additional modifications and/or improvements to the Premises resulting from Applicable Requirements, such as compliance with Title 24, and the cumulative cost thereof during this Lease as extended does not exceed $2000. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee's: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (ill) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as-built plans and specifications. For work which costs an amount in excess of one month's Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of such Alteration or Utility Installation and/or upon Lessee's posting an additional Security Deposit with Lessor. (c) Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic's or materialmen's lien against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessor's attorneys' fees and costs.

7.4 Ownership; Removal; Surrender; and Restoration.
(a) Ownership. Subject to Lessor's right to require removal or elect ownership as hereinafter provided, all Alterations and Utility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises. (b) Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior to the end of the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations made without the required consent. (c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioration that would have been prevented by good maintenance practice. Notwithstanding the foregoing, if the Lessee occupies the Premises for 12 months or less, then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall also remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Premises) to the level specified in Applicable Requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 26 below.

8. Insurance; Indemnity.

8.1 Insurance Premiums. The cost of the premiums for the insurance policies maintained by Lessor pursuant to paragraph 8 are included as Operating Expenses (see paragraph 4.2 (c)(iv)). Said costs shall include increases in the premiums resulting from additional coverage related to requirements of the holder of a mortgage or deed of trust covering the Premises, Building and/or Project, increased valuation of the Premises, Building and/or Project, and/or a general premium rate increase. Said costs shall not, however, include any premium increases resulting from the nature of the occupancy of any other tenant of the Building. If the Project was not insured for the entirety of the Base Year, then the base premium shall be the lowest annual premium reasonably obtainable for the required insurance as of the Start Date, assuming the most nominal use possible of the Building and/or Project. In no event, however, shall Lessee be responsible for any portion of the premium cost attributable to liability insurance coverage in excess of $2,000,000 procured under Paragraph 8.2(b).

8.2 Liability Insurance.
(a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000. Lessee shall add Lessor as an additional insured by means of an endorsement at least as broad as the Insurance Service Organization's "Additional Insured-Managers or Lessors of Premises" Endorsement and coverage shall also be extended to include damage caused by heat, smoke or fumes from a hostile fire. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an "insured contract" for the performance of Lessee's indemnity obligations under this Lease. The limits of said insurance | shall not,however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee shall provide an endorsement

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| on its liability policy(ies) which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only. (b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addition to, and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein.

8.3 Property Insurance - Building Improvements and Rental Value. (a) Building and Improvements. Lessor shall obtain and keep in force a policy or policies of insurance in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Building and/or Project. The amount of such insurance shall be equal to the full insurable replacement cost of the Building and/or Project, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessee's personal property shall be insured by Lessee not by Lessor. If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and/or earthquake unless required by a Lender), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deductible clause, the deductible amount shall not exceed $5,000 per occurrence. (b) Rental Value. Lessor shall also obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days ("Rental Value insurance"). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month period.
(c) Adjacent Premises. Lessee shall pay for any increase in the premiums for the property insurance of the Building and for the Common Areas or other buildings in the Project if said increase is caused by Lessee's acts, omissions, use or occupancy of the Premises.
(d) Lessees Improvements. Since Lessor is the Insuring Party, Lessor shall not be required to insure Lessee Owned Alterations and Utility Installations unless the item in question has become the property of Lessor under the terms of this Lease.

8.4 Lessees Property ;Business Interruption Insurance; Workers Compensation Insurance. (a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. (b) Workers Compensation Insurance. Lessee shall obtain and maintain Worker's Compensation Insurance in such amount as may be required by Applicable Requirements. Such policy shall include a 'Waiver of Subrogation' endorsement. Lessee shall provide Lessor with a copy of such endorsement along with the certificate of insurance or copy of the policy required by paragraph 8.5.
(c) Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a result of such perils. (d) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee's property, business operations or obligations under this Lease.

8.5 Insurance Policies. Insurance required herein shall be by companies maintaining during the policy term a "General Policyholders Rating" of at least A-, VII, as set forth in the most current issue of "Best's Insurance Guide", or such other rating as may be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates with copies of the required endorsements evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after 10 days prior written notice to Lessor. Lessee shall, at least 30 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or "insurance binders" evidencing renewal thereof, or Lessor may increase his liability insurance coverage and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be fora term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same.

8.6 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein. The effect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby.

8.7 Indemnity. Except for Lessor's gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor's master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens, judgments, penalties, attorneys' and consultants' fees, expenses and/or liabilities arising out of, involving, or in connection with, the use and/or occupancy of the Premises by Lessee. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be defended or indemnified.

8.8 Exemption of Lessor and its Agents from Liability. Notwithstanding the negligence or breach of this Lease by Lessor or its agents, neither Lessor nor its agents shall be liable under any circumstances for: (i) injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the | presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing,

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| HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the Building, or from other sources or places, (ii) any damages arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce the provisions of any other lease in the Project, or (iii) injury to Lessee's business or for any loss of income or profit therefrom. Instead, it is intended that Lessee's sole recourse in the event of such damages or injury be to file a claim on the insurance policy(ies) that Lessee is required to maintain pursuant to the provisions of paragraph 8.

8.9 Failure to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, for any month or portion thereof that Lessee does not maintain the required insurance and/or does not provide Lessor with the required binders or certificates evidencing the existence of the required insurance, the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater. The parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to maintain the required insurance. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligation to maintain the insurance specified in this Lease.

9. Damage or Destruction.

9.1 Definitions.
(a) "Premises Partial Damage" shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations, which can reasonably be repaired in 3 months or less from the date of the damage or destruction, and the cost thereof does not exceed a sum equal to 6 month's Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. (b) "Premises Total Destruction" shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 3 months or less from the date of the damage or destruction and/or the cost thereof exceeds a sum equal to 6 month's Base Rent. Lessor shall notify Lessee in writingwithin 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. (c) "Insured Loss" shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits involved. (d) "Replacement Cost" shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to their condition existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of Applicable Requirements, and without deduction for depreciation. (e) "Hazardous Substance Condition" shall mean the occurrence or discovery of a condition involving the presence of, or a contamination by, a Hazardous Substance, in, on, or under the Premises which requires restoration.

9.2 Partial Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor's election, make the repair of any damage or destruction the total cost to repair of which is $5,000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the Insuring Party shall promptly contribute the shortage in proceeds as and when required to complete said repairs. In the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of written notice of such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party.

9.3 Partial Damage - Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee's expense), Lessor may either: (i) repair such damage as soon as reasonably possible at Lessor's expense (subject to reimbursement pursuant to Paragraph 4.2), in which event this Lease shall continue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall be effective 60 days following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor of Lessee's commitment to pay for the repair of such damage without reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days after making such commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available. If Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the termination notice.

9.4 Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate 60 days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessor's damages from Lessee, except as provided in Paragraph 8.6.

9.5 Damage Near End of Term. If at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds one month's Base Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of such | damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease or to purchase the

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| Premises, then Lessee may preserve this Lease by, (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date which is 10 days after Lessee's receipt of Lessor's written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such option expires. If Lessee duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor's commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee's option shall be extinguished.

9.6 Abatement of Rent; Lessees Remedies .
(a) Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee's use of the Premises is impaired, but not to exceed the proceeds received from the Rental Value insurance. All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration except as provided herein.
(b) Remedies. If Lessor is obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee's election to terminate this Lease on a date not less than 60 days following the giving of such notice. If Lessee gives such notice and such repair or restoration is not commenced within 30 days thereafter, this Lease shall terminate as of the date specified in said notice. If the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect. "Commence" shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs.

9.7 Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor.

10. Real Property Taxes.

10.1 Definitions. As used herein, the term "Real Property Taxes" shall include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Project, Lessor's right to other income therefrom, and/or Lessor's business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Project address. "Real Property Taxes" shall also include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Project, (ii) a change in the improvements thereon, and/or (ill) levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease.

10.2 Payment of Taxes. Except as otherwise provided in Paragraph 10.3, Lessor shall pay the Real Property Taxes applicable to the Project, and said payments shall be included in the calculation of Operating Expenses in accordance with the provisions of Paragraph 4.2.

10.3 Additional Improvements. Operating Expenses shall not include Real Property Taxes specified in the tax assessor's records and work sheets as being caused by additional improvements placed upon the Project by other lessees or by Lessor for the exclusive enjoyment of such other lessees. Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at the time Operating Expenses are payable under Paragraph 4.2, the entirety of any increase in Real Property Taxes if assessed solely by reason of Alterations, Trade Fixtures or Utility Installations placed upon the Premises by Lessee or at Lessee's request or by reason of any alterations or improvements to the Premises made by Lessor subsequent to the execution of this Lease by the Parties.

10.4 Joint Assessment. If the Building is not separately assessed, Real Property Taxes allocated to the Building shall be an equitable proportion of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such proportion to be determined by Lessor from the respective valuations assigned in the assessor's work sheets or such other information as may be reasonably available. Lessor's reasonable determination thereof, in good faith, shall be conclusive.

10.5 Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained in the Premises. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee's said property shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee's property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee's property.

11. Utilities and Services.

11.1 Services Provided by Lessor. Lessor shall provide heating, ventilation, air conditioning, reasonable amounts of electricity for normal lighting and office machines, water for reasonable and normal drinking and lavatory use in connection with an office, and replacement light bulbs and/or fluorescent tubes and ballasts for standard overhead fixtures. Lessor shall also provide janitorial services to the Premises and Common Areas 5 times per week, excluding Building Holidays, or pursuant to the attached janitorial schedule, if any. Lessor shall not, however, be required to provide janitorial services to kitchens or storage areas included within the Premises.

11.2 Services Exclusive to Lessee. Notwithstanding the provisions of paragraph 11.1, Lessee shall pay for all water, gas, light, power, telephone and other utilities and services specially or exclusively supplied and/or metered exclusively to the Premises or to Lessee, together with any taxes thereon. Notwithstanding the provisions of Paragraph 4.2(vi), if a service is deleted by Paragraph

1.13 and such service is not separately metered to the Premises, Lessee shall pay at Lessor's option, either Lessee's Share or a reasonable proportion to be determined by Lessor of all charges for such jointly metered service.

11.3 Hours of Service. Said services and utilities shall be provided during times set forth in Paragraph 1.12. Utilities and services required at other times shall be subject to advance request and reimbursement by Lessee to Lessor of the cost thereof.

11.4 Excess Usage by Lessee. Lessee shall not make connection to the utilities except by or through existing outlets and shall | not install or use machinery or equipment in or about the Premises that uses excess water, lighting or power, or suffer or permit any

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| act that causes extra burden upon the utilities or services, including but not limited to security and trash services, over standard office usage for the Project. Lessor shall require Lessee to reimburse Lessor for any excess expenses or costs that may arise out of a breach of this subparagraph by Lessee. Lessor may, in its sole discretion, install at Lessee's expense supplemental equipment and/or separate metering applicable to Lessee's excess usage or loading.

11.5 Interruptions. There shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor's reasonable control or in cooperation with governmental request or directions.

12. Assignment and Subletting.

12.1 Lessors Consen t Required.
(a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, "assign or assignment") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent. (b) Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shall constitute a change in control for this purpose. (c) The involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buyout or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee's assets occurs, which results or will result in a reduction of the Net Worth of Lessee by an amount greater than 25% of such Net Worth as it was represented at the time of the execution of this Lease or at the time of the most recent assignment to which Lessor has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent. "Net Worth of Lessee" shall mean the net worth of Lessee (excluding any guarantors) established under generally accepted accounting principles. (d) An assignment or subletting without consent shall, at Lessor's option, be a Default curable after notice per Paragraph

13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 110% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the price previously in effect, and (ii) all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent.
(e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief.
(f) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested.
(g) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, ie. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

12.2 Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, no assignment or subletting shall : (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (ill) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee.
(b) Lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting.
(d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $500 as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (See also Paragraph 36) (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing. (g) Lessor's consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2)

12.3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:
(a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee's obligations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee's obligations. Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds Lessee's then outstanding obligations any such excess shall be refunded to Lessee. Lessor shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of Lessee's obligations under | this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such notice from

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| Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary.
(b) In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor. (c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor. (d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor's prior written consent. (e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee within the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement and | offset from and against Lessee for any such Defaults cured by the sublessee.

12.4 Sublease Rent. Notwithstanding the other provisions of Section 12 to the contrary, Lessor and Lessee do hereby agree that it is the intent of the parties hereto that this Lease shall confer upon Lessee only the right to use and occupy the Premises and to exercise such other rights as are conferred upon Lessee by this Lease. The parties agree that this Lease is not intended to serve as a vehicle whereby Lessee may profit by a future transfer of its leasehold interest or right to use or occupy the Premises as a result of any favorable terms contained herein, or future changesin the marketfor lease space. In the event of any assignment or sublease, Lessor shall receive as additional rent hereunder one hundred percent (100%) of Lessee’s “Excess Consideration” derived from any such assignment or sublease. In the event of an assignment orsublease, “Excess Consideration” shall mean all Base Rent, Additional Rent or other consideration actually received by Lessee from such assignee or subtenant in connection with the assignment or sublease in excess of the Base Rent, Additional Rent and other sums payable by Lessee under this Lease during the Original Term, less the sum of Lessee’s out-of-pocket costs incurred in connection with such assignment or sublease including brokerage commissions, reasonable attorneys’fees, the cost of any alterations or improvements made for the benefit of such assignee or subtenant, and/or any free rent period granted to such subtenant amortized on a straight line basis over the remainder of the Original Termorsublease period, asthe case may be.

13. Default; Breach; Remedies.

13.1 Default; Breach. A "Default" is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A "Breach" is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period:
(a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security, or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable assurances to minimize potential vandalism. (b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 3 business days following written notice to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES. (c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, act or acts constituting public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue for a period of 3 business days following written notice to Lessee. In the event that Lessee commits waste, a nuisance or an illegal activity a second time then, the Lessor may elect to treat such conduct as a non-curable Breach rather than a Default. (d) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate or financial statements, (v) a requested subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 41, (viii) material safety data sheets (MSDS), or (ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period of 10 days following written notice to Lessee.
(e) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 2.9 hereof, other than those described in subparagraphs 13.1(a), (b) or (c), above, where such Default continues for a period of 30 days after written notice; provided, however, that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion. (f) The occurrence of any of the following events: (i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a "debtor" as defined in 11 U.S.C. § 101or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where possession is not restored to Lessee within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this subparagraph is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions.
(g) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false. (h) If the performance of Lessee's obligations under this Lease is guaranteed: (i) the death of a Guarantor, (ii) the termination of a Guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a Guarantor's becoming insolvent or the subject of a bankruptcy filing, (iv) a Guarantor's refusal to honor the guaranty, or (v) a Guarantor's breach of its guaranty obligation on an anticipatory basis, and Lessee's failure, within 60 days following written notice of any such event, to provide written alternative assurance or security, which, when coupled with the then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease.

13.2 Remedies. If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written notice (or in case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee's behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. Lessee | shall pay to Lessor an amount equal to 115% of the costs and expenses incurred by Lessor in such performance upon receipt of an

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| invoice therefor. In the event of a Breach, Lessor may, with or without further notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach:
(a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (ill) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys' fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (ill) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover any damages to which Lessor is otherwise entitled. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute. (b) Continue the Lease and Lessee's right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor's interests, shall not constitute a termination of the Lessee's right to possession. (c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises are located. The expiration or termination of this Lease and/or the termination of Lessee's right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee's occupancy of the Premises.

13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, the cost of tenant improvements for Lessee paid for or performed by Lessor, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration for Lessee's entering into this Lease, all of which concessions are hereinafter referred to as "Inducement Provisions," shall be deemed conditioned upon Lessee's full and faithful performance of all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an Inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance.

13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor a one-time late charge equal to 10% of each such overdue amount or $100, whichever is greater. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee's Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor's option, become due and payable quarterly in advance.

13.5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due shall bear interest from the 31st day after it was due. The interest ("Interest") charged shall be computed at the rate of 10% per annum but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Paragraph 13.4.

13.6 Breach by Lessor.
(a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of thio Paragraph, Except with respect to Lessor's | obligations under Paragraph 7.2 of this Lease, a reasonable time shall in no event be less than 30 days after receipt by Lessor, and any Lender whose name and address shall have been furnished to Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor's obligation is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion. (b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee's expense and offset from Rent the actual and reasonable cost to perform such cure, provided, however, that such offset shall not exceed an amount equal to the greater of one month's Base Rent or the Security Deposit, reserving Lessee's right to seek reimbursement from Lessor for any such expense in excess of such offset. Lessee shall document the cost of said cure and supply said documentation to Lessor.

14. Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat | of the exercise of said power (collectively "Condemnation"), this Lease shall terminate as to the part taken as of the date the

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| condemning authority takes title or possession, whichever first occurs. If more than 10% of the rentable floor area of the Premises, or more than 25% of Lessee's Reserved Parking Spaces, if any, are taken by Condemnation, Lessee may, at Lessee's option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation paid by the condemnor for Lessee's relocation expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation.

15. Brokerage Fees.

15.1 Additional Commission. In addition to the payments owed pursuant to Paragraph 1.10 above, Lessor agrees that: (a) if Lessee exercises any Option, (b) if Lessee or anyone affiliated with Lessee acquires from Lessor any rights to the Premises or other promises owned by Lessor and located within tho Project, (c) if Looooo remains in pooooooion of tho Promiooo, with the consent of Lessor, after the expiration of this Lease, or (d) if Base Rent is increased, whether by agreement or operation of an escalation clause herein, then, Lessor shall pay Brokers a fee in accordance with the fee schedule of the Brokers in effect at the time the Lease was oxocutod.

15.2 Assumption of Obligations. Any buyer or transferee of Lessor's interest in this Lease shall be deemed to have assumed Lessor's obligation hereunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.10, 15, 22 and 31. If Lessor fails to pay to Brokers any amounts due as and for brokerage fees pertaining to this Lease when due, then such amounts shall accrue Interest. In addition, if Lessor fails to pay any amounts to Lessee's Broker when due, Lessee's Broker may send written notice to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within 10 days after said notice, Lessee shall pay said monies to its Broker and offset such amounts against Rent. In addition, Lessee's Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor's Broker for the limited purpose of collecting any brokerage fee owed.

15.3 Representations and Indemnities of Broker Relationships. Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, firm, broker or finder (other than the Brokers, if any) in connection with this Lease, and that no one other than said named Brokers is entitled to any commission or finder's fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attorneys' fees reasonably incurred with respect thereto.

16. Estoppel Certificates.
(a) Each Party (as "Responding Party") shall within 10 days after written notice from the other Party (the "Requesting Party") execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current "Estoppel Certificate" form published BY AIR CRE, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party.
(b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party may execute an Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party's performance, and (iii) if Lessor is the Requesting Party, not more than one month's rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate. In addition, Lessee acknowledges that any failure on its part to provide such an Estoppel Certificate will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to execute and/or deliver a requested Estoppel Certificate in a timely fashion the monthly Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater for remainder of the Lease. The Parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to provide the Estoppel Certificate. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to provide the Estoppel Certificate nor prevent the exercise of any of the other rights and remedies granted hereunder.
(c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall within 10 days after written notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but not limited to Lessee's financial statements for the past 3 years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

17. Definition of Lessor. The term "Lessor" as used herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, if this is a sublease, of the Lessee's interest in the prior lease. In the event of a transfer of Lessor's title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined.

18. Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof.

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| 19. Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Lease shall mean and refer to calendar days.

20. Limitation on Liability. The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor, or its partners, members, directors, officers or shareholders, and Lessee shall look to the Project, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor's partners, members, directors, officers or shareholders, or any of their personal assets for such satisfaction.

21. Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this Lease.

22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to the Brokers that it has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party.

23. Notices.

23.1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, or by email, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of notices. Either Party may by written notice to the other specify a different address for notice, except that upon Lessee's taking possession of the Premises, the Premises shall constitute Lessee's address for notice. A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing.

23.2 Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given 72 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices delivered by hand, or transmitted by facsimile transmission or by email shall be deemed delivered upon actual receipt. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.

24. Waivers.
(a) No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any otherterm, covenant or condition hereof. Lessor's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. (b) The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of monies or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment. (c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED

THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE.

25. Disclosures Regarding The Nature of a Real Estate Agency Relationship. (a) When entering into a discussion with a real estate agent regarding a real estate transaction, a Lessor or Lessee should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction.

Lessor and Lessee acknowledge being advised by the Brokers in this transaction, as follows:
(i) Lessor's Agent. A Lessor's agent under a listing agreement with the Lessor acts as the agent for the Lessor only. A Lessor's agent or subagent has the following affirmative obligations: To the Lessor: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessor. To the Lessee and the Lessor: (a) Diligent exercise of reasonable skills and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith, (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (ii) Lessee's Agent. An agent can agree to act as agent for the Lessee only. In these situations, the agent is not the Lessor's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Lessor. An agent acting only for a Lessee has the following affirmative obligations. To the Lessee: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessee. To the Lessee and the Lessor: (a) Diligent exercise of reasonable skills and care in performance of the agent's duties, (b) A duty of honest and fair dealing and good faith, (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (iii) Agent Representing Both Lessor and Lessee. A real estate agent, either acting directly or through one or more associate licenses, can legally be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and consent of both the Lessor and the Lessee. In a dual agency situation, the agent has the following affirmative obligations to both the Lessor and the Lessee: (a) A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee, (b) Other duties to the Lessor and the Lessee as stated above in subparagraphs (i) or (ii). In representing both Lessor and Lessee, the agent may not without the express permission of the respective Party, disclose to the other Party that the Lessor will accept rent in an amount less than that indicated in the listing or that the Lessee is willing to pay a higher rent than that offered. The | above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect their own

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| interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional.
(b) Brokers have no responsibility with respect to any default or breach hereof by either Party. The Parties agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission relating to this Lease may be brought against Broker more than one year after the Start Date and that the liability (including court costs and attorneys' fees), of any Broker with respect to any such lawsuit and/or legal proceeding shall not exceed the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker.
(c) Lessor and Lessee agree to identify to Brokers as "Confidential" any communication or information given Brokers that is considered by such Party to be confidential.

26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Lessee holds over, then the Base Rent shall be increased to 150% of the Base Rent applicable immediately preceding the expiration or termination. Holdover Base Rent shall be calculated on a monthly basis. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee.

27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

28. Covenants and Conditions; Construction of Agreement. All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

29. Binding Effect; Choice of Law. This Lease shall be binding upon the parties, their personal representatives, successors and assigns and be governed by the laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the Premises are located.

30. Subordination; Attornment; Non-Disturbance.

30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively, "Security Device"), now or hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as "Lender") shall have no liability or obligation to perform any of the obligations of Lessor under this Lease. Any Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof.

30.2 Attornment. In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3, attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease will automatically become a new lease between Lessee and such new owner, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessor's obligations, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) be subject to any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month's rent, or (d) be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner.

30.3 Non-Disturbance. With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee's subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a "Non-Disturbance Agreement") from the Lender which Non-Disturbance Agreement provides that Lessee's possession of the Premises, and this Lease, including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises. Further, within 60 days after the execution of this Lease, Lessor shall, if requested by Lessee, use its commercially reasonable efforts to obtain a Non-Disturbance Agreement from the holder of any pre-existing Security Device which is secured by the Premises. In the event that Lessor is unable to provide the Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessee's option, directly contact Lender and attempt to negotiate for the execution and delivery of a Non-Disturbance Agreement.

30.4 Self-Executing. The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attornment and/or Non-Disturbance Agreement provided for herein.

31. Attorneys Fees. If any Party or Broker brings an action or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, "Prevailing Party" shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred. In addition, Lessor shall be entitled to attorneys' fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach ($200 is a reasonable minimum per occurrence for such services and consultation).

32. Lessors Access ;Showing Premises; Repairs. Lessor and Lessor's agents shall have the right to enter the Premises at any time, in | the case of an emergency, and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same to

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| prospective purchasers, lenders, or tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect on Lessee's use of the Premises. All such activities shall be without abatement of rent or liability to Lessee.

33. Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor's prior written consent. Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction.

34. Signs. Lessor may place on the Premises ordinary "For Sale" signs at any time and ordinary "For Lease" signs during the last 6 months of the term hereof. Lessor may not place any sign on the exterior of the Building that covers any of the windows of the Premises. Except for ordinary "For Sublease" signs which may be placed only on the Premises, Lessee shall not place any sign upon the Project without Lessor's prior written consent. All signs must comply with all Applicable Requirements. Lessee shallpay for the cost of a door placard anddirectoryboard placards to be installedby Lessor.All signs shallcomply to the Lessor's uniform BuildingStandard.

35. Termination; Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies. Lessor's failure within 10 days following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor's election to have such event constitute the termination of such interest.

36. Consents. All requests for consent shall be in writing. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expenses (including but not limited to architects', attorneys', engineers' and other consultants' fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor. Lessor's consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor's consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within 10 business days following such request.

37. Guarantor.

37.1 Execution. The Guarantors, if any, shall each execute a guaranty in the form most recently published BY AIR CRE.

37.2 Default. It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the execution of the guaranty, including the authority of the party signing on Guarantor's behalf to obligate Guarantor, and in the case of a corporate Guarantor, a certified copy of a resolution of its board of directors authorizing the making of such guaranty, (b) current financial statements, (c) an Estoppel Certificate, or (d) written confirmation that the guaranty is still in effect.

38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditionsand provisions on Lessee's part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof.

39. Options. If Lessee is granted any option, as defined below, then the following provisions shall apply.

39.1 Definition. "Option" shall mean-—(a} the right to extend or reduce the term of or renew this Lease as further describedinAddendum,Paragraph55 attached to this Lease, or to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor; (b) the right of first refusal or first offer to lease either the Premises or other property of Lessor; (c) the right to purchase, tho right of first offer to purchase or tho right of first refusal to purchase tho Promises or other property of Lesson

39.2 Options Personal To Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and, if requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting.

39.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised unless the prior Options have been validly exercised.

39.4 Effect of Default on Options.
(a) Lessee shall have no right to exercise an Option: (i) during the period commencing with the giving of any notice of Default and continuing until said Default is cured, (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee), (ill) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices of separate Default, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the Option.
(b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee's inability to exercise an Option because of the provisions of Paragraph 39.4(a). (c) An Option shall terminate and be of no further force or effect, notwithstanding Lessee's due and timely exercise of the Option, if, after such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee fails to pay Rent for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give notice thereof), or (ii) if Lessee commits a Breach of this Lease.

40. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties. In the event, however, that Lessor should elect to provide security services, then the cost thereof shall be an Operating Expense.

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| 41. Reservations.
(a) Lessor reserves the right: (i) to grant, without the consent or joinder of Lessee, such easements,rights and dedications that Lessor deems necessary, (ii) to cause the recordation of parcel maps and restrictions, (iii) to create and/or install new utility raceways, so long as such easements, rights, dedications, maps, restrictions, and utility raceways do not unreasonably interfere with the use of the Premises by Lessee. Lessor may also: change the name, address or title of the Building or Project upon at least 90 days prior written notice; provide and install, at Lessee's expense, Building standard graphics on the door of the Premises and such portions of the Common Areas as Lessor shall reasonably deem appropriate; grant to any lessee the exclusive right to conduct any business as long as such exclusive right does not conflict with any rights expressly given herein; and to place such signs, notices or displays as Lessor reasonably deems necessary or advisable upon the roof, exterior of the Building or the Project or on signs in the Common Areas. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights. The obstruction of Lessee's view, air, or light by any structure erected in the vicinity of the Building, whether by Lessor or third parties, shall in no way affect this Lease or impose any liability upon Lessor.
(b) Lessor also reserves the right to move Lessee to other space of comparable size in the Building or Project! Lessor must provide at least 46 days prior writton notice of such move, and the new space must contain improvements of comparable quality to those contained within the Premises! Lessor shall pay the reasonable out of pocket costs that Lessee incurs with regard to such relocation, including the expenses of moving and necessary stationary revision costs. In no event, however, shall Lessor be required to pay an amount in excess of two months Base Rent. Lessee may not be relocated more than once during the term of this Lease. (c) Lessee shall not: (i) use a representation (photographic or otherwise) of the Building or Project or their name(s) in connection with Lessee's business; or (ii) suffer or permit anyone, except in emergency, to go upon the roof of the Building.

42. Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment "under protest" and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay. A Party who does not initiate suit for the recovery of sums paid "under protest" within 6 months shall be deemed to have waived its right to protest such payment.

43. Authority; Multiple Parties; Execution.
(a) If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each Party shall, within 30 days after request, deliver to the other Party satisfactory evidence of such authority. (b) If this Lease is executed by more than one person or entity as "Lessee", each such person or entity shall be jointly and severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the named Lessees had executed such document.
(c) This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

44. Conflict. Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions.

45. Offer. Preparation of this Lease by either party or their agent and submission of same to the other Party shall not be deemed an offer to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto.

46. Amendments. This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification. As long as they do not materially change Lessee's obligations hereunder, Lessee agrees to make such reasonable non-monetary modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises.

47. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.

48. Arbitration of Disputes. An Addendum requiring the Arbitration of all disputes between the Parties and/or Brokers arising out of this Lease is 'J is not attached to this Lease.

49. Accessibility; Americans with Disabilities Act.
(a) The Premises:
0have not undergone an inspection by a Certified Access Specialist (CASp). Note: A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises met all applicable construction-related accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that it received a copy of the inspection report at least 48 hours prior to executing this Lease and agrees to keep such report confidential. have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises did not meet all applicable construction-related accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that it received a copy of the inspection report at least 48 hours prior to executing this Lease and agrees to keep such report confidential except as necessary to complete repairs and corrections of violations of construction related accessibility standards.

In the event that the Premises have been issued an inspection report by a CASp the Lessor shall provide a copy of the disability access inspection certificate to Lessee within 7 days of the execution of this Lease.

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(b) Since compliance with the Americans with Disabilities Act (ADA) and other state and local accessibility statutes are dependent upon Lessee's specific use of the Premises, Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the event that Lessee's use of the Premises requires modifications or additions to the Premises in order to be in compliance with ADA or other accessibility statutes, Lessee agrees to make any such necessary modifications and/or additions at Lessee's expense.

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY

AGREE THAT AT THE TIME THIS LEASE IS EXECUTED THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.

ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY AIR CRE OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY LEGAL EFFECT OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:

1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES THE ZONING AND SIZE OF THE

PREMISES THE STRUCTURAL INTEGRITY THE CONDITION OF THE ROOF AND OPERATING SYSTEMS COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE S INTENDED USE.

WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED.

The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures.

Executed at:

On:

By LESSOR:

Sunnyvale Village Associates, a California
general partnership
By: Riparbelli 2009 IrrevocableTrust
dated December 8, 2009,
General Partner
By:

David J. Riparbelli
Title: Trustee
By: lacopo & Giuseppina Group, LLC,
a California limited liability company,
General Partner
Name Printed: Thomas J. Biagini
Title: Manager
Phone: (408) 331-2300
Fax: (408) 331-2301
Email: [email protected]
TTLcMlX
I
By: _£
Name Printed: Mark B. Biagini
Title: Manager
Phone: (408) 331-2300
Fax: (408) 331-2301
Email: MarklSBiaciniProperties.com
Address: c/o Biagini Properties, Inc.
333 W. El Camino Real, Suite 240
Sunnyvale, CA 94087-1969
Federal ID No.: 94-2728636
Executed at:

On:

By LESSEE:

Silicon Valiev Energy Authority, a Santa Clara
County Public Agency,
By: _
Name F’fintedi Girish Balachandran
Title: _ Chief Executive Officer
Phone:

Fax: _
Email: [email protected]
By:

Name Printed:

Title:

Phone:

Fax:

Email:

Address:

Federal ID No.:

BROKER
Biagini Properties, Inc.

Attn: Thomas J. Biagini
Title: Manager
BROKER
Newmark Knight Frank
Attn: Tracey Solari & Shawn Kellenberger
Title: _ Executive Managing Director

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Address: 333 W. El Camino Real, Suite 240
Sunnyvale, CA 94087-1969
Phone: (408) 331-2300
Fax: (408) 331-2301
Email: [email protected]
Federal ID No.: 94-2440735
Broker/Agent BRE License #: 00616940
Address: 3055 Olin Avenue, Suite 2200
San Jose, CA 95128
phone: 408-987-4148
Fax: 408-892-7305
Email: [email protected]; [email protected]
Federal ID No.:

Broker/Agent BRE License #: 01269780; 01706215
AIRCRE. 500 North Brand BlvdSuite 900GlendaleCA91203Te 1 213-687-8777Emai I [email protected] NOTICE: No part of these works may be reproduced in any form without permission in writing.

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X
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@ Garden Park
(m) Monument Sign
(t) Trash Enclosure
Property Line West El Camino Real
Site plan not to scale and subject to change without notice Sunnyvale Financial Plaza
333 West El Camino Real
Sunnyvale, California 94087
BiAqiNi
333 W. El Camino Real, Suite 240
Sunnyvale, CA 94087-1969
Phone (408) 331-2300
Fax (408) 331-2301
rev: 03/16/2018
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EXHIBIT A-2
Rev. 07/10/2019 Site plan not to scale and subject to change without notice Sunnyvale Financial Plaza
333 West El Camino Real
Sunnyvale, CA 94087-1969
Third Floor Plan
Suite310 1,371 Useable Square Feet
Suite 315 631 Useable Square Feet
Suite 320
1,361 Useable Square Feet
Suite 330 4,927 Useable Square Feet
Suite 340 2,122 Useable Square Feet
Suite 350 2,760 Useable Square Feet
Suite 370
1,093 Useable Square Feet
Suite 380 980 Useable Square Feet
Suite 390 2,774 Useable Square Feet

DEMISED PREMISES
333 W. El Camino Real, Suite 330 and 340
Sunnyvale, CA 94087
±7,049 Useable Square Feet
±7,913 Rentable Square Feet
ReCAP:

Square Feet
Rentable
Square Feet
Suite #330 ±4,927 ±5,531
Suite #340 ±2.122 +2.382
Total ±7,049 ±7,913 :

BiAqiNi
333 W. El Camino Real, Suite 240
Sunnyvale, GA 94087-1969
Phone (408) 331-2300
Fax (408) 331-2301
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EXHIBIT A-3

EXISTING FLOOR PLAN
Sunnyvale Financial Plaza
333 West El Camino Real, Suite 330
Sunnyvale, CA 94087
± 5,531 Square Feet Rentable
± 4,927 Square Feet Useable
Rev. 09/05/2018
The information contained herein has been given to us by the owner of the property or other sources we deem reliable. We have no reason to doubt its accuracy, but we do not guarantee it. All information should be verified prior to purchase or lease. All dimensions are approximate only. 333 W. El Camino Real, Suite 240
Sunnyvale, CA 94087-1969
(408) 331-2300 Telephone
(408) 331-2301 Facsimile
www.biaqiniproperties.com
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Rev. 09/28/2018

EXISTING FLOOR PLAN
Sunnyvale Financial Plaza
333 W. El Camino Real, Suite 340
Sunnyvale, CA 94087
± 2,382 Square Feet Rentable
± 2,122 Square Feet Useable
12' fl 12'
All dimensions are approximate only. The information contained herein has been given to us by the owner of the property or other sources we deem reliable. We have no reason to doubt its accuracy, but we do not guarantee it. All information should be verified prior to purchase or lease.

Propertiesixc
333 W. El Camino Real, Suite 240
Sunnyvale, CA 94087-1969
(408) 331-2300 Telephone
(408)331-2301 Facsimile
www.BiaginiProperties.com
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AIRCRS

EXHIBIT B

RULES AND REGULATIONS FOR

STANDARD OFFICE LEASE
Date: December 12. 2019
By and Between
Lessor:

Lessee:

Sunnyvale Village Associates, a California general partnership, Silicon Valley Energy Authority, a Santa Clara County Public Agency, Property Address: 333 W. El Camino Real, Suites 330 and 340 Sunnyvale, CA 94087-1969 (street address, city, state, zip)

GENERAL RULES

1. Lessee shall not suffer or permit the obstruction of any Common Areas, including driveways, walkways and stairways.

2. Lessor reserves the right to refuse access to any persons Lessor in good faith judges to be a threat to the safety and reputation of the Project and its occupants.

3. Lessee shall not make or permit any noise or odors that annoy or interfere with other lessees or persons having business within the Project.

4. Lessee shall not keep animals or birds within the Project, and shall not bring bicycles, motorcycles or other vehicles into areas not designated as authorized for same.

5. Lessee shall not make, suffer or permit litter except in appropriate receptacles for that purpose.

6. Lessee shall not alter any lock or install new or additional locks or bolts.

7. Lessee shall be responsible for the inappropriate use of any toilet rooms, plumbing or other utilities. No foreign substances of any kind are to be inserted therein.

8. Lessee shall not deface the walls, partitions or other surfaces of the Premises or Project.

9. Lessee shall not suffer or permit anything in or around the Premises or Building that causes excessive vibration or floor loading in any part of the Project.

10. Furniture, significant freight and equipment shall be moved into or out of the building only with the Lessor's knowledge and consent, and subject to such reasonable limitations, techniques and timing, as may be designated by Lessor. Lessee shall be responsible for any damage to the Office Building Project arising from any such activity.

11. Lessee shall not employ any service or contractorfor services or work to be performed in the Building, except as approved by Lessor.

12. Lessor reserves the right to close and lock the Building on Saturdays, Sundays and Building Holidays, and on other days between the hours of 8:00 P.M. and 6:00 A.M. of the following day. If Lessee uses the Premises during such periods, Lessee shall be responsible for securely locking any doors it may have opened for entry.

13. Lessee shall return all keys at the termination of its tenancy and shall be responsible for the cost of replacing any keys that are lost.

14. No window coverings, shades or awnings shall be installed or used by Lessee.

15. No Lessee, employee or invitee shall go upon the roof of the Building.

16. Lessee shall not suffer or permit smoking or carrying of lighted cigars or cigarettes in areas reasonably designated by Lessor or by applicable governmental agencies as non-smoking areas.

17. Lessee shall not use any method of heating or air conditioning other than as provided by Lessor.

18. Lessee shall not install, maintain or operate any vending machines upon the Premises without Lessor's written consent.

19. The Premises shall not be used for lodging or manufacturing, cooking or food preparation.

20. Lessee shall comply with all safety, fire protection and evacuation regulations established by Lessor or any applicable governmental agency.

21. Lessor reserves the right to waive any one of these rules or regulations, and/or as to any particular Lessee, and any such waiver shall not constitute a waiver of any other rule or regulation or any subsequent application thereof to such Lessee.

22. Lessee assumes all risks from theft or vandalism and agrees to keep its Premises locked as may be required.

23. Lessor reserves the right to make such other reasonable rules and regulations as it may from time to time deem necessary for the appropriate operation and safety of the Project and its occupants. Lessee agrees to abide by these and such rules and regulations.

PARKING RULES

1. Parking areas shall be used only for parking by vehicles no longer than full size, passenger automobiles herein called "Permitted Size Vehicles." Vehicles other than Permitted Size Vehicles are herein referred to as "Oversized Vehicles."

2. Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee's employees, suppliers, shippers, customers, or invitees to be loaded, unloaded, or parked in areas other than those designated by Lessor for such activities.

3. Parking stickers or identification devices shall be the property of Lessor and be returned to Lessor by the holder thereof upon termination of the holder's parking privileges. Lessee will pay such replacement charge as is reasonably established by Lessor for the loss of such devices.

4. Lessor reserves the right to refuse the sale of monthly identification devices to any person or entity that willfully refuses to comply with the applicable rules, regulations, laws and/or agreements.

5. Lessor reserves the right to relocate all or a part of parking spaces from floor to floor, within one floor, and/or to reasonably adjacent offsite location(s), and to reasonably allocate them between compact and standard size spaces, as long as the same complies with applicable laws, ordinances and regulations.

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6. Users of the parking area will obey all posted signs and park only in the areas designated for vehicle parking.

7. Unless otherwise instructed, every person using the parking area is required to park and lock his own vehicle. Lessor will not be responsible for any damage to vehicles, injury to persons or loss of property, all of which risks are assumed by the party using the parking area.

8. Validation, if established, will be permissible only by such method or methods as Lessor and/or its licensee may establish at rates generally applicable to visitor parking.

9. The maintenance, washing, waxing or cleaning of vehicles in the parking structure or Common Areas is prohibited.

10. Lessee shall be responsible for seeing that all of its employees, agents and invitees comply with the applicable parking rules, regulations, laws and agreements.

11. Lessor reserves the right to modify these rules and/or adopt such other reasonable and non-discriminatory rules and regulations as it may deem necessary for the proper operation of the parking area.

12. Such parking use as is herein provided is intended merely as a license only and no bailment is intended or shall be created hereby.

AIRCRE Nort h Brand BlvdSuite GlendaleCATe -Emai I contracts@aircre com NOTICE: No part of these works may be reproduced in any form without permission in writing

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EXHIBIT C

LEGAL DESCRIPTION
The land referred to herein is situated in the State of California, County of Santa Clara, city of Sunnyvale (and is described as follows)
PARCEL ONE:

PORTIONS OF LOTS 17 and 18, in Block 15 as shown on that certain Map entitled, "Map of the Town of Encinal", which Map was filed for record in the office of the Recorder of the County of Santa Clara, State of California on January 25, 1898 in book I of Maps, at page(s) 88 and 89 and more particularly described as follows:

BEGINNING at a stake marked WI standing in the Northerly line of Lot 20 in Block 15, as shown upon the map hereinabove referred to from which stake marked "20-21" standing at the Northeasterly comer of said Lot 20 bears S. 75 degrees 08' E. 130.00 feet; thence said stake "w.l" on a line parallel with the Easterly line of Lots 20 and 16, in Block 15, as shown upon said Map, S. 14 degrees 52' W. 530.00 feet to the True Point of Beginning of this description; thence from said true point of beginning along said parallel line S. 14 degrees 52' W. 377.23 feet to the Northeasterly line of the San Jose and San Francisco Road, as widened by deed to the State of California, recorded April 26, 1933 in Book 653, Official Records, page 36; thence along said line of said road, N. 77 degrees 01' W. 239.65 feet to the Southeasterly line of the parcel of land conveyed to Alma C. Lehmann by deed recorded April 16, 1924 in Book 83, Official Records, page 147; thence along said line and its prolongation N. 14 degrees 52' E. 385.09 feet to a point which bears N. 75 degrees 08' west from the said true point of beginning; thence S. 75 degrees 08' E. 239.52 feet to the said true point of beginning and being shown on a Parcel Map filed February 15, 1983 in Book 509 of Maps, pages 19 and 20.

EXCEPTING THEREFROM the parcel of land conveyed to the City of Sunnyvale, a municipal corporation, by deed recorded November 14, 1972, Book 0111, Official Records, page 641, described as follows:

BEGINNING at the Southwesterly comer of Parcel I as described in Deed to John Aleo, et al, recorded April 2, 1959, Book 4372, Official Records, page 39; thence S. 77 degrees 01' E. along the Northerly line of El Camino Real, a 50 foot half street, 239.65 feet to the Easterly line of said Parcel I; thence N. 14 degrees 52' E. along said Easterly line 9.00 feet to a line parallel with and distant Northerly, measured at right angles, 9.00 feet from said Northerly line; thence N. 77 degrees 01' W. along said parallel line 20.00 feet; thence N. 14 degrees 52' E. 1.00 foot line, parallel with and distant Northerly, measured at right angles, 10.00 feet from said Northerly line; thence N. 77 degrees 01' W. along last said parallel line, 219.65 feet to the Westerly line of said Parcel I; thence S. 14 degrees 52' W. along said Westerly line 10.01 feet to the Point of Beginning
PARCEL TWO:

A right of way for the repair and maintenance of the then (1946) existing sewer, as granted to Chas. E. Hoffman and Dorothy D. Hoffman, husband and wife, by deed recorded March 15, 1946, Book 1333, Official Records, page 243, over that certain strip of land described as follows:

PORTION OF LOTS 18 and 19, in Block 15, as shown on that certain Map entitled, "Map of the Town of Encinal", which Map was filed for record in the office of the Recorder of the County of Santa Clara, State of California on January 25, 1898 in Book I of Maps, at page(s) 88 and 89, Santa Clara County Records, more particularly described as follows:

BEGINNING at a point on the center line of Mathilda Avenue, from which the point of intersection of said center line of Mathilda Avenue with the original Northerly line of the San Jose and San Francisco Road, as said Avenue and road are shown on the Map hereinabove referred to, bears S. 14 degrees 52' W. 354.70 feet; thence at right angles to Mathilda Avenue S.

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75 degrees 08' E. 192.90 feet to a point; thence on a line parallel with Mathilda Avenue N. 14 degrees 52' E. 3 feet to a point; thence N. 75 degrees 08' W. 192.90 feet to a point in the said center line of Mathilda Avenue; thence along said center line of Mathilda Avenue S. 14 degrees 52' W. 3 feet to the point of beginning
PARCEL THREE:

A non-exclusive easement appurtenant to Parcel One above for ingress and egress and for emergency vehicle ingress and egress, as contained in that certain Grant of Easement from Citizens Savings and Loan Association to Sunnyvale Village Associates, recorded January 19, 1981 in book 855 of Official Records, page 694, the location of which being established by that certain Agreement executed by and between First Nationwide and Sunnyvale Village Associates, recorded H261 of Official Records, page 83, described as follows:

A PORTION of that certain real property (herein called "the property") described in Exhibit "A" of that certain Grant of Easement recorded January 19, 1981 in Book F855, page 694 of Official Records, and more particularly describes as follows:

A strip of land 26 feet in width, running parallel to the Northerly boundary of the Property, said strip having its Westerly terminus on the Westerly boundary of the Property, its Easterly terminus on the Easterly boundary of the Property, its Southerly boundary of said 26 foot strip is 46 feet distant from the Northerly boundary of the Property and the Northerly boundary of said 26 foot strip is 20 feet distant from the Northerly boundary of said Property Assessor's Parcel Number
209-29-068
Sunnyvale Financial Plaza
333 W. El Camino Real
Sunnyvale, California 94087
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EXHIBIT D
Standards For Utilities and Services
The following Standards for Utilities and Services are in effect. Lessor reserves the right to adopt nondiscriminatory modifications and additions hereto:

As long as Lessee is not in default under any of the terms, covenants, conditions, provisions or agreements of this Lease, Lessor shall:
(a) Provide non-attended automatic elevator facilities Monday through Friday, except holidays, from 8 A.M. to 8 P.M., and have one elevator available at all other times. (b) On Monday through Friday, except holidays, from 8 A.M. to 6 P.M., (and other items for a reasonable additional charge to be fixed by Lessor), ventilate the Premises and furnish air conditioning or heating on such days and hours, when in the judgment of Lessor it may be required for the comfortable occupancy of the Premises. The air conditioning system achieves maximum cooling when the window coverings are closed. Lessor shall not be responsible for room temperatures if Lessee does not keep all window coverings in the Premises closed whenever the system is in operation.

Lessee agrees to cooperate fully at all times with Lessor and to abide by all regulations and requirements which Lessor may prescribe for the proper functioning and protection of said air conditioning system. Lessee agrees not to connect any apparatus, device, conduit or pipe to the Building chilled and hot water air conditioning supply lines. Lessee further agrees that neither Lessee nor its servants, employees, agents, visitors, licensees or contractors shall at any time enter mechanical installations or facilities of the Building or adjust, tamper with, touch or otherwise in any manner affect said installations or facilities.
(c) Lessor shall furnish to the Premises, during the usual business hours on business days, electric current as required by the Building standard office lighting and fractional horsepower office business machines in the amount of approximately two and one-half (2.5) watts per square foot. Lessee agrees, should its electrical installation or electrical consumption be in excess of the aforesaid quantity or extend beyond normal business hours, to reimburse Lessor monthly for the measured consumption at the terms, classifications and rate charges to similar consumers by the public utility serving the neighborhood in which the Building is located. If a separate meter is not installed at Lessee's cost, such excess cost will be established by an estimate agreed upon by Lessor and Lessee, and if the parties fail to agree, as established by an independent licensed engineer. Lessee agrees not to use any apparatus or device in, or upon, or about the Premises which may in any way increase the amount of such services usually furnished or supplied to said Premises, and Lessee further agrees not to connect any apparatus or device with wires, conduits or pipes, or other means by which such sendees are supplied, for the purpose of using additional or unusual amounts of such services without written consent of Lessor. Should Lessee use such services to excess, the refusal on the part of Lessee to pay upon demand of Lessor the amount established by Lessor for such excess charge shall constitute a breach of the obligation to pay rent under this Lease and shall entitle Lessor to the rights herein granted for such breach. Lessee shall be permitted to install and use computers, electronic data processing equipment and other office equipment in the Premises without the prior written consent of Lessor, provided that Lessee's use of such equipment shall not exceed the capacity of the existing electrical systems of the Building. (d) Water will be available in public areas for drinking and lavatory purposes only, but if Lessee requires, uses or consumes water for any purposes in addition to ordinary drinking and lavatory purposes, of which fact Lessee constitutes Lessor to be the sole judge, Lessor may install a water meter and thereby measure Lessee's water consumption for all purposes. Lessee shall pay Lessor for the cost of the meter and the cost of the installation thereof, and throughout the duration of Lessee's occupancy Lessee shall keep said meter and installation equipment in good working order and repair at Lessee's own cost and expense, in default of which Lessor may cause such meter and equipment to be replaced or repaired and collect the cost thereof from Lessee. Lessee agrees to pay for water consumed, as shown on said meter, as and when bills are rendered, and on default in making such payment, Lessor may pay such charges and collect the same from Lessee.

Any such costs or expenses incurred, or payments made by Lessor for any of the reasons or purposes hereinabove stated shall be deemed to be additional rent payable by Lessee and collectible by Lessor as such. (e) Provide janitor service to the Premises Monday through Friday, provided the same are used exclusively for the permitted use in Paragraph 1.8 of the Lease, as offices, and are kept reasonably in order by Lessee, and if to be kept clean by Lessee, no one other than persons approved by Lessor shall be permitted to enter the Premises for such purposes. If the Premises are not used for the permitted use in Paragraph 1.8 of the Lease they shall be kept clean and in order by Lessee, at Lessee's expense, and to the satisfaction of Lessor, and by persons approved by Lessor. Lessee shall pay to Lessor the cost of removal of any of Lessee's refuse and rubbish, to the extent that the same exceeds the refuse and rubbish usually attendant upon the use of the Premises as offices.

Lessor reserves the right to stop service of the elevator, plumbing, ventilation, air conditioning and electric systems, when necessary, by reason of accident or emergency or for repairs, alterations or improvements, in the judgment of Lessor desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed, and shall further have no responsibility or liability for failure to supply elevator facilities, plumbing, ventilating, air conditioning or electric service, when prevented from so doing by strike or accident or by and any cause beyond Lessor's reasonable control, or by laws, rules, orders, ordinances, directions, regulations or requirements of any federal, state, county or municipal authority or failure of gas, oil or other suitable fuel supply or inability by exercise of reasonable diligence to obtain gas, oil or other suitable fuel. It is expressly understood and agreed that any covenants on Lessor's part to furnish any service pursuant to any of the terms, covenants, conditions, provisions or agreements of this Lease, or to perform any act or thing for the benefit of Lessee, shall be deemed breached if Lessor is unable to furnish or perform the same by virtue of a strike or labor trouble or any other cause whatsoever beyond Lessor's control.

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EXHIBIT E-l

INTERIOR ALTERATIONS AND IMPROVEMENTS
LESSOR WORK. The Lessor shall be responsible for performing and paying for interior alterations and improvements work specifically set forth below:

1. Demolish certain interior walls where directed by Lessee.

2. Construct certain interior rooms and walls where directed by Lessee to create eleven (11) private offices and one (1) executive private office.

3. Construct one (1) board room where directed by Lessee including electrical for a flat panel screen monitor and floor core for electrical, voice and data services.

4. Construct one (1) medium-sized conference room where directed by Lessee including electrical for a flat panel screen monitor and floor core for electrical, voice and data services.

5. Construct two (2) small conference rooms where directed by Lessee including electrical for a flat panel screen monitor and floor core for electrical, voice and data service.

6. Construct one (1) server room where directed by Lessee including (a) vinyl tile floor covering, (b) electrical service for one (1) server rack and a dedicated air conditioning unit of at least three (3) tons capacity.

7. Construct one (1) privacy/mother’s room including electrical for a small refrigerator.

8. Construct one (1) break/all hands room including a polished concrete flooring, high open ceiling, pendant lighting fixtures, new upper/lower cabinetry millwork, wash sink, dishwasher, garbage disposal, quartz surface counter, center island and water line for Lessee’s refrigerator.

9. Modify reception area to have a high open ceiling, polished concrete flooring and pendant lighting fixtures.

10. Install floor cores where directed by Lessee to serve Lessee’s workstation modules.

11. Modify existing LED interior lighting fixtures to include dimmable switches.

12. Modify existing lighting fixtures and heating, ventilating and air conditioning systems and equipment to provide uniform coverage through the Premises.

13. Re-paint all interior wall surfaces using one (1) coat of latex paint using a mutually acceptable color (s).

14. Remove and dispose of existing carpet floor covering and replace new with a glue down¬ commercial grade carpet tiles in a mutually acceptable color/pattem.

15. Install where necessary a side light glass or picture window in offices or rooms where directed by Lessee.

16. Janitorialize the Premises of all trash and debris.

Attached hereto are Exhibits E-2 and E-3, Lessee’s Preliminary Floor Plan, identifying Lessor Work described hereinabove.

Lessor shall prepare a Final Floor Plan for Lessee review and written consent and approval prior to commencing any interior alterations and improvements work.

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All Lessor Work shall be performed in a first class workmanlike manner in accordance with municipal building codes and ordinances.

LESSEE WORK. Subject to the completion of Lessor Work, Lessee agrees to occupy the Premises as of the Commencement Date hereof and to perform and pay for any additional interior alterations and improvements desired or necessary for Lessee’s permitted use as well as exterior Building signage, if desired, pursuant to Exhibit F, Master Sign Program.

All Lessee Work shall be done in a first class workmanlike manner in accordance with municipal building codes and ordinances subject to the provisions of Section 7.3, Alterations and Additions of the Lease and to Lessor's prior written consent and approval.

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LESSEE'S PRELIMINARY FLOOR PLAN
333 W. El Camino Real, Suite 330&340
Sunnyvale,CA 94087
O: Office rooms
C: Conference Rooms
C1: Small Conference Room
C2: Medium Conference Room
C3: Board Room
C4: Small Conference Room
07: Executive Private Office
IT: Server Room
R: Reception Area
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EXHIBIT E-3

LESSEE'S PRELIMINARY FLOOR PLAN
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EXHIBIT F

MASTER SIGN PROGRAM

SUNNYVALE FINANCIAL PLAZA
333 WEST EL CAMINO REAL, SUNNYVALE, CA

GENERAL
1 . Wall signs shall be placed flat against and centered on the fascia of the building (stucco inset).

2. The maximum number of signs per tenant shall not exceed two (2) for ground floor tenants and shall not be on the same building face.

3. Window signs are prohibited.

4. All proposed signs and changes of copy shall conform to the Master Sign Program (MSP) and The Sign Code.

5. Any- proposed variations, modifications, or additions to the MSP shall be submitted to the Director of Community Development for approval by a separate application.

6. No reader boards shall be permitted.

7. Any tenant directory sign shall be located either in the building interior or near the rear entrance adjacent to the rear parking area.

8. No exposed neon lighting shall be used on the signs or any element of the building.

9. No conduit, tubing or raceway shall be visible to the exterior of the building.

10. All conductors, transformers and other equipment related to the signing shall be concealed. 1 1. Obtain a Sign Permit for each proposed sign or change of copy from Building Safety Division prior to installation of sign.

GROUND SIGNS
1 . The ground sign shall be approved as to design, colors, and location by the Director of Community Development.

2. One ground sign shall be permitted.

3. The ground sign shall not exceed 10 feet in height, measured from the nearest top-of-curb.

WALL SIGNS
All proposed yvall signs on the ground floor shall conform to the folloyving standards:
1 . Signs shall be individual channel cut letters or script vy ith internal LED illumination (U.L. listed and labeled).

2. A minimum depth of 4 inches, a maximum of 6 inches, and a maximum height of 1’-10”.

3. Words may be stacked, but the total height shall not exceed 1’-10”.

4. Sign length cannot exceed 75% of the tenant frontage. The tenant frontage is measured betyveen the two midpoints of the brick area on each side of the tenant space.

5. Letter and colors and style may vary’ betyveen signs, but individual yvords shall be the same, except for logos. The only ease that vary ing colors of letters arc alloyvcd within one yvord is if the varying colors arc part of the fundamental business identity of the tenant.

6. Logos shall have a maximum height of 1’-10” and shall be calculated in the total square footage of sign.

ADDRESS SIGNS
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2. Letters are to be black anodized aluminum and lit from behind to create halo effect.

3. Numerals arc to be 2 feet in height and overall length not to exceed 7 feet.

4. Address sign not included in overall calculation of tenant wall sign area.

Revised: September 22, 2017
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ADDENDUM
Addendum to that certain Standard Multi-Tenant Office Lease-Gross dated December 12, 2019 by and between Sunnyvale Village Associates, a California general partnership, ("Lessor") and Silicon Valley Clean Energy Authority, a Santa Clara County Public Agency ("Lessee") for the Premises commonly known as 333 W. El Camino Real, Suite 330 and Suite 340, Sunnyvale, CA 94087.

50. Base Rent Increases.

The Base Rent shall be increased as set forth below:
(i) Forty thousand seven hundred fifty two and 00/100—Dollars ($40,752.00) per month during the period July 1, 2021 through June 30, 2022; and then
(ii) Forty one thousand nine hundred seventy five and 00/100—Dollars ($41,975.00) per month during the period June 30, 2022 through May 31, 2023; and then (iii) Forty three thousand two hundred thirty five and 00/100—Dollars ($43,235.00) per month during the period July 1, 2023 through June 30, 2024; and then (iv) Forty four eight thousand five hundred thirty and 00/100—Dollars ($44,530.00) per month during the period July 1, 2024 through June 30, 2025.

51. Building Signage.

Lessee will have its trade name installed on the first and third floor directory boards of the Building and at the Premises entry to be installed by the Lessor utilizing its Building standard. In addition, Lessee may elect to have either (a) a ground floor wall sign facing El Camino Real, or (b) a top of the Building wall sign subject to (i) the prior consent and approval of Lessor and (ii) compliance with Exhibit F, Master Sign Program attached to the Lease. Lessor hereby discloses to Lessee that Lessor’s Master Sign Program does not presently provide for a top of the Building wall sign. All signage costs are to be borne solely by the Lessee.

52. Interior Alterations and Improvements.

Lessor and Lessee shall each perform and pay for interior alterations and improvements as generally described in Exhibits E-l and E-2, Work Letter, attached to this Lease in order to prepare the Premises for occupancy by Lessee.

53. Electricity Provider.

Lessee has become the default electric generation provider to the majority of cities in Santa Clara County including the Building containing the Premises. To the extent that the Lessee is providing satisfactory and competitively priced service, the Lessor, in its sole and absolute discretion, may consider remaining a business customer of the Lessee.

54. Electric Vehicle Charging Stations.

The Lessor has provided two (2) electric vehicle charging stations located in the Building's underground parking lot available for usage by lessees of the Building and their employees. The user is responsible for the cost of electricity drawn.

55. Renewal Option.

55.1 Renewal Option.

Provided that Lessee is not in default of the terms and conditions of this Lease at the time of exercise of the hereinafter described renewal option or at the time of expiration of the then existing term of this Lease, as the case may be, Lessee shall have one (1) option (the "Option") to extend the term of this Lease for a period of five (5) years commencing on July 1, 2025 and expiring on June, 2030 (the "Option Term"). The Option shall be exercised only by written notice delivered to Lessor not sooner than June 1, 2024 nor later than August 31, 2024. In all respects, the terms, covenants and conditions of this Lease shall remain unchanged during the Option Term, except that the Base Rent and Base Rent Adjustments shall be adjusted in accordance with Sections 55.2 and 55.3 below, and except that there shall be no further renewal options at the end of the Option Term. If Lessee fails to deliver to Lessor written notice of exercise on or before the time set out above, Lessee shall be deemed to have declined to exercise its option and the option shall expire and be of no further force or effect.

55.2 Adjustment of Base Rent.

At the commencement of the Option Term, the Base Rent shall be adjusted to the greater of (a) the fair market rental value of the Premises as of the first (1s t) day of the Option Term as determined pursuant to Section 55.3 below, or (b) an amount equal to the Base Rent payable for the last calendar month of the primary Lease Term. The Base Rent during the Option Term shall be subject to periodic Base Rent Adjustments as may be determined pursuant to Section 55.3 below.

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55.3 Fair Market Rental Value
Promptly following the exercise of the Option, the parties shall meet and endeavor to agree upon (a) the fair market rental value of the Premises as of the first (1st) day of the Option Term and (b) the Base Rent Adjustments which will be applicable during the Option Term. In determining the fair market rental value of the Premises, the Premises shall be compared only to buildings of a similar quality and size and with similar improvements and amenities in Santa Clara County and all legal uses of the Premises shall be considered. If within thirty (30) days after the exercise of the Option, the parties cannot agree upon both (a) the fair market rental value of the Premises as of the first (1st) day of the Option Term, and (b) the Base Rent Adjustments which would be applicable during the Option Term, then the parties shall submit the matter to binding appraisal in accordance with the following procedures. Within forty-five (45) days after the exercise of the Option, the parties shall either: (a) jointly appoint an appraiser for this purpose, or (b) failing this joint action, each separately designate a disinterested appraiser. No person shall be appointed or designated an appraiser unless he or she has been a licensed real estate salesperson or broker for at least five (5) years and has at least five (5) years' experience in leasing retail commercial properties in Santa Clara County. If, within thirty (30) days after their appointment, the two appraisers reach agreement on both (a) the fair market rental of the Premises as of the first (1st) day of the Option Term, and (b) the Base Rent Adjustments which will be applicable during the Option Term, then those values shall be binding and conclusive upon the parties. If the two appraisers thus appointed cannot reach agreement on the questions presented within thirty (30) days after their appointment, then the appraisers thus appointed shall appoint a third disinterested appraiser having like qualifications. If within thirty (30) days after the appointment of the third appraiser, a majority of the appraisers agree upon both (a) the fair market rental value of the Premises as of the first (1st) day of the Option Term, and (b) the Base Rent Adjustments which will be applicable during the Option Term, then those values shall be binding and conclusive upon the parties. If within thirty (30) days after the appointment of the third appraiser, a majority of the appraisers cannot reach agreement on the questions presented, then the three appraisers shall each submit their independent appraisals of the fair market rental value of the Premises as of the first (1st) day of the Option Term to the parties, and the appraisal farthest from the median of the three appraisals shall be disregarded and the mean average of the remaining two appraisals shall be deemed to be the fair market rental value of the Premises as of the first (1st) day of the Option Term. In such case, the third disinterested appraiser appointed shall solely determine the Base Rent Adjustments which will be applicable during the Option Term.

55.4 Costs.

Each party shall pay the fees and expenses of the appraiser appointed by it and share equally the fees and expenses of the third appraiser. If the two appraisers appointed by the parties cannot reach agreement on the appointment of the third appraiser, they or either of them shall give notice of such failure to agree to the parties and if the parties fail to agree upon the selection of such third appraiser within ten (10) days after the appraisers appointed by the parties give such notice, then either of the parties, upon notice to the party, may request such appointment by the American Arbitration Association, or on its failure, refusal or inability to act, may apply for such appointment to the presiding judge of the Superior Court of Santa ClaraCounty, California.

Dated this 12th
day of December, 2019.

LESSOR:

Sunnyvale Village Associates,
a California general partnership
By: Riparbelli 2009 Irrevocable Trust
dated December 8, 2009,
General Partner
David J. Riparbelli
Title: Trustee
LESSEE:

Silicon Valley Energy Authority,
a Santa Clara County Public Agency
By:
— Girish Balachandran
Name Printed: Girish Balachandran
Title: Chief Executive Officer
By: lacopo & Giuseppina Group, LLC,
a California limited liability company,
General Partner
By:

Thomas J. Biagini
Title: Manager
Mark B. Biagini
Title: Manager
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