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Agenda packet

Valley Clean Energy Board of Directors
February 12, 2026

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Agenda packet
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February 12, 2026
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Valley Clean Energy Board of Directors
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VCE 2/12/2026 Board Meeting Agenda Page 1 of 4
Regular Meeting of the Valley Clean Energy Alliance
Board of Directors
Thursday, February 12, 2026 at 5:30 p.m.

City of Davis Community Chambers
23 Russell Boulevard, Davis, California 95616
Board Members will be attending in-person and public participation will be in-person and available via Zoom Webinar (video/teleconference). VCE will, to the best of its ability, provide hybrid and remote options for VCE meeting participants and to the public; however, VCE cannot guarantee these options will be available due to technical limitations outside of our control. For assurance of public comment, VCE encourages in-person and written public comments to be submitted as described below when possible. VCE, to the best of its abilities, will provide participation via the Zoom platform.

Accommodations for Persons with disabilities: Individuals who need special assistance or a disability-related modification or accommodation to participate in this meeting, or who have a disability and wish to request an alternative format for the meeting materials, should contact Alisa Lembke, VCE Board Clerk/Administrative Analyst, as soon as possible and preferably at least two (2) working days before the meeting at (530) 446-2754 or [email protected].

If you have anything that you wish to be distributed to the Board and included in the official record, please hand it to a member of VCEA staff who will distribute the information to the Board members and other staff.

Please note that the numerical order of items is for convenience of reference. Items may be taken out of order on the request of any Board member with the concurrence of the Board. Staff recommendations are advisory to the Board. The Board may take any action it deems appropriate on any item on the agenda even if it varies from the staff recommendation.

Members of the public who wish to listen to the Board of Director’s meeting may do so with the video/teleconferencing call-in number and meeting ID code. Video / teleconference information below to join meeting:

Join meeting via Zoom:
a. From a PC, Mac, iPad, iPhone, or Android device with high-speed internet. (If your device does not have audio, please also join by phone.) https://us02web.zoom.us/j/81060485198
Meeting ID: 810 6048 5198
b. By phone:

One tap mobile:
+1-669-444-9171,, 81060485198# US
+1-669-900-9128,, 81060485198# US
001
VCE 2/12/2026 Board Meeting Agenda Page 2 of 4
Or Dial:
+1-669-444-9171 US
+1-669-900-9128 US
Meeting ID: 810 6048 5198
Public comments may be submitted electronically or during the meeting. Instructions on how to submit your public comments can be found in the PUBLIC PARTICIPATION note at the end of this agenda.

Board Members: Bapu Vaitla (City of Davis, Chair), Jesse Loren (City of Winters, Vice Chair), Lucas Frerichs (Yolo County), Tom Stallard (City of Woodland), Sheila Allen (Yolo County), Donna Neville (City of Davis), Tania Garcia-Cadena (City of Woodland), Richard Casavecchia (City of Winters)
Alternate Board Members: Angel Barajas (Yolo County), Mayra Vega (City of Woodland), Linda Deos (City of Davis), Albert Vallecillo (City of Winters) 5:30 p.m. Call to Order

1. Welcome, Approval of Agenda.

2. Receive 2025 Year-end review. (Information)

3. Election of Officers for 2026.

4. Public Comment: This item is reserved for persons wishing to address the Board on any VCE-related matters that are not otherwise on this meeting agenda or are listed on the Consent portion of the agenda. Public comments on matters listed on the agenda shall be heard at the time the matter is called. As with all public comment, members of the public who wish to address the Board are customarily limited to two minutes per speaker, electronically submitted comments should be limited to approximately 300 words. Comments that are longer than 300 words will only be read for two minutes. All electronically submitted comments, whether read in their entirety or not, will be posted to the VCE website within 24 hours of the conclusion of the meeting. See below under PUBLIC PARTICIPATION on how to provide your public comment.

CONSENT AGENDA

5. Approve December 11, 2025 Board meeting Minutes.

6. Receive 2026 long range calendar.

7. Receive Treasurer’s reports: A) October 31, 2025; B) November 30, 2025; and C) December 31, 2025.

8. Receive legislative update provided by Pacific Policy Group.

9. Receive January 2026 regulatory update dated February 4, 2026 provided by Keyes & Fox.

10. Receive Community Advisory Committee (CAC) December 18, 2025 and January 22, 2026 meeting summaries and CAC Task Group 2025 Year-end reports.

11. Receive Customer Participation update (4th Quarter 2025). (Information)

12. Approve VCE Employee Handbook updates. (Action)

13. Receive annual Strategic Plan Report. (Information) 002
VCE 2/12/2026 Board Meeting Agenda Page 3 of 4

14. Adopt Resolution amending Resolution 2021-008 to modify the time and location for regular Board of Directors meetings. (Action)

15. Adopt Resolution designating VCE Officers for purposes of executing or verifying CPUC filings. (Action)

16. Ratify Consultant Agreement with First Principles for portfolio modeling services for VCE’s Integrated Resources Plan (IRP) update. (Action)

17. Ratify Consultant Agreement with Gridtractor to assist VCE with dynamic rate design options for the Residential Dynamic Pricing Pilot project. (Action)

REGULAR AGENDA

18. Approve participation in and authorize VCE to execute documents associated with VCE participating in the CC Power long duration storage project: Willow Rock. (Discussion/Action)

19. Discuss and approve appointment to vacant Yolo County seat on the Community Advisory Committee. (Discussion/Action)

20. Board Member and Staff Announcements: Action items and reports from members of the Board, including announcements, AB1234 reporting of meetings attended by Board Members of VCE expense, questions to be referred to staff, future agenda items, and reports on meetings and information which would be of interest to the Board or the public.

21. Adjournment/Announcement: The Board will adjourn their regular meeting to Thursday, March 12, 2026 at the City of Woodland Council Chambers located at 300 First street, Woodland, California 95695 and convene into Closed Session.

CLOSED SESSION
Public comment on the closed session item only will be read at this time.

22. Conference with Legal Counsel – Anticipated Litigation.

Initiation of litigation pursuant to Government Code Section 54956.9(c) (one case).

23. Reconvene in Open Session to Report from Closed Session, if needed.

PUBLIC PARTICIPATION: Public Comments: Public participation for this meeting will be done electronically via e-mail and during the meeting as described below.

Public participation via e-mail: If you have anything that you wish to be distributed to the Board and included in the official record, please e-mail it to VCE staff at [email protected] . If information is received by 3:00 p.m. on the day of the Board meeting it will be e-mailed to the Board members and other staff prior to the meeting. If it is received after 3:00 p.m. the information will be distributed after the meeting, but within 24 hours of the conclusion of the meeting. Written public comments that do not exceed 300 words will be read by the VCE Board Clerk, or other assigned VCE staff, to the Board and the public during the meeting subject to the usual time limit for public comments [two (2) minutes].

General written public comments will be read during Item 2, Public Comment. Written public 003
VCE 2/12/2026 Board Meeting Agenda Page 4 of 4
comment on individual agenda items should include the item number in the “Subject” line for the e-mail and the Clerk will read the comment during the item. All written comments received will be posted to the VCE website.

Verbal public participation during the meeting:
1) If attending in person, please complete a Comment Card and return it to the Board Clerk.
2) If attending remotely via Zoom, there are two (2) ways for the public to provide verbal comments:

A. If you are attending by computer, activate the “participants” icon at the bottom of your screen, then raise your hand (hand clap icon) under “reactions”. When called upon, you will be “unmuted” to allow to speak.

B. If you are attending by phone only, you will need to press *9 to raise your hand.

When called upon, press *6 to unmute your microphone.

VCE staff will acknowledge that you have a public comment to make during the item and will call upon you to make your verbal comment.

Public records that relate to any item on the open session agenda for a regular or special Board meeting are available for public review on the VCE website. Records that are distributed to the Board by VCE staff less than 72 hours prior to the meeting will be posted to the VCE website at the same time they are distributed to all members, or a majority of the members of the Board. Questions regarding VCE public records related to the meeting should be directed to Board Clerk Alisa Lembke at (530) 446-2750 or [email protected]. The Valley Clean Energy website is located at:
https://valleycleanenergy.org/board-meetings/.
004
Item 5
1 VALLEY CLEAN ENERGY ALLIANCE
Staff Report – Item 5
TO: Board of Directors
FROM: Alisa Lembke, Board Clerk / Administrative Analyst SUBJECT: Approval December 11, 2025 Board meeting Minutes DATE: February 12, 2026

RECOMMENDATION
Receive, review and approve the attached December 11, 2025 meeting Minutes.

Attachment: December 11, 2025 Board meeting Minutes
005
VCEA Minutes December 11, 2025 Regular Board Meeting Page 1 of 3

MINUTES OF THE VALLEY CLEAN ENERGY ALLIANCE

BOARD OF DIRECTORS REGULAR MEETING
THURSDAY, DECEMBER 11, 2025
The Board of Directors of the Valley Clean Energy Alliance duly noticed their regular meeting for Thursday, December 11, 2025 at 5:30 p.m. to be held at City of Davis Community Chambers located at 23 Russell Boulevard, Davis, California 95616. Board Chair Bapu Vaitla established that there was a quorum present and began the meeting at 5:32 p.m.

Board Members Present: Bapu Vaitla (Chair), Jesse Loren (Vice Chair), Tom Stallard, Lucas Frerichs, Donna Neville, Richard Casavecchia, Tania Garcia-Cadena, Sheila Allen Members Absent:

Welcome and
Approval of the
Agenda
Chair Vaitla welcomed everyone. Director Garcia-Cadena made a motion to approve the December 11, 2025 Agenda, seconded by Vice Chair Loren. Motion passed unanimously.

Public Comment –
General and
Consent Items
Chair Vaitla opened the public comment period on general and consent items. There were no written or verbal public comments.

Approval of the
Agenda and
Consent Agenda
Items / Resolutions
2025-012 and
2025-013
Motion made by Director Garcia-Cadena to approve the Consent agenda items, seconded by Director Casavecchia. Motion passed unanimously.

The following items were:

3. approved November 13, 2025 Board Special meeting Minutes;

4. received 2025 and 2026 long range calendars;

5. received legislative update provided by Pacific Policy Group;

6. received November 2025 regulatory update dated December 3, 2025 provided by Keyes & Fox;

7. received Community Advisory Committee November 20, 2025 meeting summary;

8. received summary of VCE Grant activity;

9. approved Amendment Two (2) to the REACH Strategies Agreement as Resolution 2025-012; and

10. approved Amendment Three (3) to Task Order 8 of the Sacramento Municipal Utility District Consultant Agreement for Concierge Services as Resolution 2025-013.
006
VCEA Minutes December 11, 2025 Regular Board Meeting Page 2 of 3 Item 11: Approve
2026 Operating
Budget and 2026
Customer Rates
(Discussion/Action)
Resolution 2025-
014
VCE Executive Officer Mitch Sears introduced Edward Burnham, Chief Financial Officer who provided a brief overview of the background on 2026 rates and budget development. He reviewed Staff’s
recommended 2026 Customer rates. There were no written or verbal public comment.

Director Stallard made a motion to:

1. Approve 2026 VCE Customer Rates:

1. Standard Green Rates with a 5% discount to PG&E’s 2026 generation rates
i. Additional 5% discount (10% combined) to PG&E 2026 Rates for CARE/FERA and Medical Baseline customers; and,

2. Base Green Rate discount of 2.5% to PG&E 2026 generation rates.

This motion was seconded by Director Casavecchia. Motion passed by the following vote:

AYES: Loren, Stallard, Frerichs, Neville, Casavecchia, Garcia-Cadena, Allen, Vaitla
NOES: None
ABSENT: None
ABSTAIN: None
Mr. Burnham reviewed the key factors of the 2026 proposed budget and multi-year forecast.

Motion made by Vice Chair Loren to approve the 2026 Budget with $46.5 Million of operating revenues and $62.3 Million of operating expenses for a net loss of $15.8 M, seconded by Director Garcia-Cadena.

Motion passed by the following vote:

AYES: Loren, Stallard, Frerichs, Neville, Casavecchia, Garcia-Cadena, Allen, Vaitla
NOES: None
ABSENT: None
ABSTAIN: None
Item 12. Approve
Greenhouse gas
(GHG) Free
Attributes for 2026
accepting large
Mr. Sears introduced this item. VCE Staff Chad Curran, Director of Power Servies and Sierra Huffman, Senior Financial Analyst – Rates and Power Costs. Mr. Huffman provided a brief background and reviewed site locations, hydropower reform, VCE’s history of taking PG&E’s GHG free attributes, benefits of accepting the GHG free attributes, key points and Staff’s recommendation.
007
VCEA Minutes December 11, 2025 Regular Board Meeting Page 3 of 3 hydro and nuclear.
(Discussion/Action) The Board and Staff briefly discussed: the effects, if any, of large load Customers; if there were any negatives to not taking the GHG free attributes; current litigation over large hydro; and, possible ecological issues of large hydro resources. There were no written public comments.

Verbal public comment: Christine Shewmaker, former Community Advisory Committee (CAC) member, commented that as in the past she opposes VCE taking nuclear allocations. She also commented that she likes Staff’s power content information – past, current and future resources, which supports VCE’s goal of 100% carbon-free resources.

She stated that she encourages VCE to plan beyond 2030 in obtaining carbon-free resources.

Director Frerichs made a motion to:

1. Accept the 2026 allocation of large hydro GHG-free attributes;

2. Accept the 2026 allocation of nuclear power GHG-free attributes; and,

3. Authorize the Chief Executive Officer to enter into an agreement(s) with PG&E to accept the 2026 Large Hydro and Nuclear GHG-free allocations
This motion was seconded by Vice Chair Loren. Motion passed by the following vote:

AYES: Loren, Stallard, Frerichs, Neville, Casavecchia, Garcia-Cadena, Allen, Vaitla
NOES: None
ABSENT: None
ABSTAIN: None
Item 13: Board
Member and Staff
Announcements.

Mr. Sears informed those present that VCE is recruiting a vacant Yolo County seat and a recently vacant City of Winters seat on the CAC. Staff plan on bringing applicants for consideration to the Board at their next meeting. Mr. Sears announced that the Board’s January 8, 2026 regular meeting has been cancelled, and the next regular meeting is scheduled for Thursday, February 12, 2026.

Mr. Sears informed those present that the VCE Board Chair and Vice Chair positions rotate year to year. The Chair is scheduled to be held by 008
VCEA Minutes December 11, 2025 Regular Board Meeting Page 4 of 3 a Board Member from the City of Winters and the Vice Chair position is scheduled to be held by a Board Member from the City of Woodland.

There were no announcements from the Board Members.

One Board Member expressed concern about the decision to move forward with the “Charge Your Ride”, Phase 2 of the Electric Vehicle program, and requested possibly that this be revisited by Staff and the Board.

Item 14:

Announcement /
Adjournment
Chair Vaitla announced that the Board has cancelled their regular meeting scheduled for Thursday, January 8, 2026. The Board’s next regular meeting is scheduled for Thursday, February 12, 2026 at the City of Davis Community Chambers located at 23 Russell Boulevard, Davis, California 95616. Chair Vaitla adjourned the meeting at 6:23p.m. to the February 12, 2026 regular Board meeting.

Alisa M. Lembke
VCEA Board Secretary
009
Item 6

VALLEY CLEAN ENERGY ALLIANCE
Staff Report - Item 6
____________________________________________________________________________________ TO: Board of Directors
FROM: Alisa Lembke, Board Clerk/Administrative Analyst
SUBJECT: Board and Community Advisory Committee 2026 Long-Range Calendar DATE: February 12, 2026
Recommendation
Receive and file the 2026 Board and Community Advisory Committee long-range calendar listing proposed meeting topics. Please note that meeting locations and topics may change.

Attachment: 2026 Board and CAC long range calendar
010
2/4/2026

VALLEY CLEAN ENERGY
2026 Meeting Dates and Proposed Topics
Board and Community Advisory Committee (CAC)
(Note: Meeting locations and Topics are subject to change)

MEETING DATE TOPICS ACTION
January 8, 2026

CANCELLED
Board
(Woodland)
• Oaths of Office for Board Members (Annual - new Members only) (R) (placeholder)
• Election of Officers for 2026 (Annual) (R) (placeholder) • Customer Participation Update (4th Quarter 2025) (O)
(placeholder)
• 2025 Year-end review (R) (placeholder)
• VCE Employee Handbook Update (R) (placeholder)
• Annual Strategic Plan Report (R) (placeholder)
• Action
• Nominations
• Information
• Information
• Action
• Information
January 22, 2026 Advisory
Committee
(Woodland)
• Rates/Budget 2026 Update (O)
• Customer Participation Update (4th Quarter 2025) (O)
• Review and approve 2026 draft CAC Task Group(s) “Charges” (R) • Power Portfolio update (R)
• 2025 Year in review: Customer Care & Marketing (R)
• Information
• Information
• Discussion/Action
• Information
• Information
February 12, 2026 Board
(Davis)
• Oaths of Office for Board Members (Annual - new Members only) (R)
• Election of Officers for 2026 (Annual) (R)
• Customer Participation Update (4th Quarter 2025) (O)
• 2025 Year-end review (O)
• VCE Employee Handbook update (R)
• Annual Strategic Plan Report (R)
• Receive CAC 2025 Year-end Task Group Reports (O)
• Action
• Nominations
• Information
• Information
• Action
• Information
• Information
February 26, 2026 Advisory
Committee
(Davis)
• Strategic Plan (O) • Discussion
March 12, 2026 Board
(Woodland)
• •
011
*No meeting unless an urgent matter needs to be addressed March 26, 2026 Advisory
Committee
(Woodland)
• Integrated Resource Plan (IRP) Update (Placeholder) • Discussion/Action April 9, 2026 Board
(Davis)
• Receive Enterprise Risk Management Report (Bi-Annual) (R) • Customer Participation update (1st Quarter 2026) (O)
• Calendar Year 2025 Audited Financial Statements (James Marta & Co.) (placeholder) (R)
• Electric Vehicle Rebate Program (O)
• Load Management Standards Update (O)
• Power Charge Indifference Adjustment (PCIA) / Rates Workshop (placeholder) (O)
• Integrated Resource Plan (IRP) Update (placeholder)
• Information
• Information
• Action
• Discussion/Action
• Information
• Information
• Discussion/Action
April 23, 2026 Advisory
Committee
(Davis)
• Load Management Standards Update (O)
• 2025 Net Margin Allocation (R)
• Customer Participation update (1st Quarter 2026) (O)
• Integrated Resource Plan (IRP) Update (placeholder)
• Information
• Discussion/Action
• Discussion/Action
• Discussion/Action
May 12-14, 2026 CalCCA Annual
Conference
(Sacramento)
VCE Staff and some Board and CAC members attending
May 14, 2026
Cancelled, may be
rescheduled.

Board
(Woodland)
• * No meeting due to CalCCA Annual Conference. A special meeting may be scheduled if an urgent matter needs to be addressed.
• Integrated Resource Plan (IRP) Update (placeholder) (R) • Discussion/Action May 28, 2026 Advisory
Committee
(Woodland)
• •
June 11, 2026 Board
(Davis)
• Re/Appointment of Members to Community Advisory
Committee (Annual) (R)
• Mid-Year 2026 Financial Update (R)
• 2025 Net Margin Allocation (R)
• Summer Preparedness outlook (O)
• Residential Dynamic Pricing Pilot Program (HFP) (O)
• Recap of CalCCA May 2026 Annual Conference (O)
• Action
• Information
• Discussion/Action
• Information
• Discussion/Action
• Information
June 25, 2026 Advisory
Committee
(Davis)
• Summer Preparedness outlook (O) • Information
012
*No meeting unless an urgent matter needs to be addressed July 9, 2026 Board
(Woodland)
• Customer Participation update (2nd Quarter 2026) (O) • Information July 23, 2026 Advisory
Committee
(Woodland)
• * Tentatively no meeting.

August 13, 2026 Board
(Davis)
• * Tentatively no meeting.

August 27, 2026 Advisory
Committee
(Davis)
• Customer Participation Update (2nd Quarter 2026) (O)
• Power Portfolio Update (O)
• Information
• Information
September 10, 2026 Board
(Woodland)
• Certification of 2025 Power Content Label (Annual) (R) • Action September 24, 2026 Advisory
Committee
(Woodland)
• •
October 8, 2026
Possibly meeting date
conflict with League
of Cities Annual
Conference
Board
(Davis)
• Enterprise Risk Management Update (Annual) (R)
• Customer Participation Update (3rd Quarter 2026) (O)
• Legislative End of Session Update (O)
• Discussion/Action
• Information
• Information
October 22, 2026 Advisory
Committee
(Davis)
• 2025 Power Content Label Outreach (O)
• Customer Participation Update (3rd Quarter 2026) (O)
• Legislative End of Session Update (O)
• 2027 Legislative & Regulatory Platform
• Information
• Information
• Information
• Discussion/Action
November 12, 2026 Board
(Woodland)
• 2027 Preliminary Operating Budget (R)
• Contract Renewals (R) (placeholder)
• Approve 2027 Legislative and Regulatory Platform
• Information/Discussion
• Discussion/Action
• Discussion/Action
November 26, 2026
November 19, 2026
(rescheduled to
November 19 due to
Thanksgiving holiday
on Nov. 26th)
Advisory
Committee
(Woodland)
(Davis)
• Review CAC Draft 2026 Task Group Year-end Reports (R) • GHG Free Attributes (R) (placeholder)
• Discussion/Action
• Discussion/Action
013
*No meeting unless an urgent matter needs to be addressed December 10, 2026 Board
(Davis)
• Approve 2027 Operating Budget (Annual) and 2027 Customer Rates (R)
• Receive VCE Grant/Program Annual Report (R)
• GHG Free Attributes (R) (placeholder)
• Contract Renewals (R) (placeholder)
• Discussion/Action
• Information
• Discussion/Action
• Action
December 24, 2026
December 17, 2026
(rescheduled to
December 17 due to
Christmas Eve on
Dec. 24th)
Advisory
Committee
(Davis)
• Approve 2026 Task Group Year-end Reports (R)
• Power Portfolio Update (R)
• Election of Officers for 2027 (Annual) (R)
• Discussion/Action
• Information
• Nominations
January 14, 2027 Board
(Woodland)
• Oaths of Office for Board Members (Annual - new Members only) (R)
• Election of Officers for 2027 (Annual) (R)
• Customer Participation Update (4th Quarter 2026) (O)
• 2026 Year in review: Customer Care & Marketing (R)
• Receive 2026 Task Group Year-end Reports (R)
• VCE Employee Handbook Update (R)
• Annual Strategic Plan Report (R)
• Action
• Nominations
• Information
• Information
• Information
• Action
• Information
January 28, 2027 Advisory
Committee
(Woodland)
• Rates/Budget 2027 Update (O)
• Customer Participation Update (4th Quarter 2026) (O)
• Approve 2027 CAC Task Group(s) “Charges” (R)
• Information
• Information
• Discuss/Action
PLEASE NOTE: May 12-14, 2026: CalCCA Annual Conference in Sacramento, California

CAC PROPOSED FUTURE TOPICS
Topics and Discussion dates may change as needed

ESTIMATED MEETING DATE(S)
014
Item 7

VALLEY CLEAN ENERGY ALLIANCE
Staff Report – Item 7 (a)
______________________________________________________________________________ TO: Board of Directors
FROM: Edward Burnham, Chief Financial Officer / Treasurer Mitch Sears, Chief Executive Officer
SUBJECT: Monthly Treasurer’s Report (Informational Item) – October 31, 2025 DATE: February 12, 2026
RECOMMENDATION:

Accept the Treasurer’s report on VCE’s cash, investments, debt, and unaudited financial statements (with comparative year to date information) and Actual vs. Budget year to date for the month ending October 31, 2025.

BACKGROUND & DISCUSSION:

The attached financial statements are prepared in a form to satisfy the debt covenants with River City Bank pursuant to the Line of Credit and are required to be prepared monthly.

The Financial Statements include the following reports:
• Statement of Net Position
• Statement of Revenues, Expenditures and Changes in Net Position • Statement of Cash Flows
In addition, Staff is reporting the Actual vs. Budget variances year to date ending October 31, 2025.

Financial Statements for the period October 1, 2025 – October 31, 2025 In the Statement of Net Position, VCE, as of October 31, 2025, has a total of $73,345,000 in its checking, money market and lockbox accounts, $1,100,000 restricted assets for the Debt Service Reserve account, and $1,800,000 restricted assets related to supplier deposits. On October 31, 2025, VCE’s net position was $89,579,190.

In the Statement of Revenues, Expenditures, and Changes in Net Position, VCE recorded $6,830,862 of revenue (net of allowance for doubtful accounts), of which $7,640,855 was billed in, and $4,007,527 represents estimated unbilled revenue. The cost of electricity for the October revenue totaled $4,627,299 For October, VCE’s gross margin was approximately 34% and the net income totaled $1,854,294. The year-to-date change in net position was $26,318,186. 015
Item 7
In the Statement of Cash Flows, VCE cash flows from operations were $2,643,858 due to October cash receipts of revenues being more than the monthly cash operating expenses.

Bank Account Balances (as of 10/31/2025):

Operating Account $39,832,783
Insured Cash Sweep Account $35,162,773
Debt Service Account $1,100,000
CAISO Operational Account $6,377,486
Total Cash on Deposit $82,473,042
Note: VCE receives 6.19% interest earnings for the average balance on the ICS account and CAISO operational account equal to the Local Agency Investment Fund (LAIF) state investments rate. October 2025 earnings were $140,891.

VCE’s Outstanding Loan Balances (as of 08/31/2025):

Valley Clean Energy Alliance has available at the financial institution a line of credit totaling $11,000,000 with $7,000,000 withdrawal limit, which expires on April 15, 2026. The related debt outstanding at the close of business on October 31, 2025 was $0. VCE has issued, but undrawn, letters of credit for a total of $266,989 for regulatory.

Actual vs. Budget Variances for the year to date ending October 31, 2025 Below are the financial statement line items with variances >$50,000 and 5% • Electric Revenue – ($11,056,979) and -13% – Unfavorable variance mainly driven by lower load than forecasted by residential and agriculture customers due to mild winter and summer temperatures. • Purchased Power – $8,439,957 and 15% – Favorable mainly due to renewable energy credit sales in Q1 and lower load than forecasted by residential and agriculture customers due to mild winter and summer temperatures.
• Labor & Benefits $424,520 and 24% – Favorable Variance due to vacancy for additional budgeted positions. Recruitments are in progress and expected to be filled in Q4. • Legal Services $121,600 – Favorable Variance due to AgFIT to PG&E administered HFP pilot, current year shared regulatory proceedings by CalCCA.
• Programs $1,799,172 – Favorable Variance due to timing differences in AgFIT closeout, current year program activities, and member agency support services. • Marketing & Engagement $146,250 – Favorable Variance due to lower forecasted activities for support of programs and events.
• Other Contract Services (e.g. IRP) 60,000 – Favorable Variance due to the IRP process being delayed by CPUC.

Attachments:
1) Financial Statements (Unaudited) October 1, 2025 to October 31, 2025 (with comparative year to date information.)
2) Actual vs. Budget for the year to date ending October 31, 2025 016

VALLEY CLEAN ENERGY ALLIANCE

FINANCIAL STATEMENTS
(UNAUDITED)
FOR THE PERIOD OF OCTOBER 1 TO OCTOBER 31,
2025 PREPARED ON DECEMBER 17, 2025
017
2 ASSETS
Current assets:

Cash and cash equivalents 74,345,000
Accounts receivable, net of allowance 9,979,470
Accrued revenue 4,007,527
Prepaid expenses 426,222
Inventory - Renewable Energy Credits -
Other current assets and deposits 8,184,369
Total current assets 96,942,588
Restricted assets:

Debt service reserve fund 1,100,000
Total restricted assets 1,100,000
TOTAL ASSETS $ 98,042,588

LIABILITIES
Current liabilities:

Accounts payable 243,673
Accrued payroll 101,638
Interest payable -
Due to member agencies -
Accrued cost of electricity 4,156,525
Other accrued liabilities 2,092,100
Security deposits - energy supplies 1,800,000
User taxes and energy surcharges 69,462
TOTAL LIABILITIES $ 8,463,398

NET POSITION
Net position:

Local Programs Reserve 1,085,585
Restricted 1,100,000
Unrestricted 87,393,605
TOTAL NET POSITION $ 89,579,190

VALLEY CLEAN ENERGY ALLIANCE

STATEMENT OF NET POSITION
OCTOBER 31, 2025
(UNAUDITED)
018
3 FOR THE

PERIOD ENDING
OCTOBER 31, 2025 YEAR TO DATE

OPERATING REVENUE
Electricity sales, net $ 6,830,862 $ 76,700,484
Other revenue - $ 26,530
TOTAL OPERATING REVENUES 6,830,862 76,727,014

OPERATING EXPENSES
Cost of electricity 4,627,299 47,387,042
Contract services 236,745 2,177,231
Staff compensation 117,291 1,373,585
General, administration, and other 136,124 772,701
TOTAL OPERATING EXPENSES 5,117,459 51,710,560
TOTAL OPERATING INCOME (LOSS) 1,713,403 25,016,455

NONOPERATING REVENUES (EXPENSES)
Interest income 140,891 1,301,731
Interest and related expenses - -
Other Non Operating Revenues - -
TOTAL NONOPERATING REVENUES (EXPENSES) 140,891 1,301,731 CHANGE IN NET POSITION 1,854,294 26,318,186
Net position at beginning of period 87,724,896 63,263,712 Net position at end of period $ 89,579,190 $ 89,581,897 (WITH COMPARATIVE YEAR TO DATE INFORMATION)
(UNAUDITED)

VALLEY CLEAN ENERGY ALLIANCE

STATEMENT OF REVENUES, EXPENDITURES AND
OCTOBER 31, 2025
019
4 FOR THE

PERIOD ENDING
OCTOBER 31, 2025 YEAR TO DATE

CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from electricity sales $ 10,667,961 $ 76,470,329 Payments received from other revenue sources - 26,530
Receipts for security deposits with energy suppliers - - Payments to purchase electricity (7,674,172) (47,685,863) Payments for contract services, general, and adminstration (373,532) (3,696,108) Payments for member agency services - -
Payments for staff compensation (117,291) (1,373,585)
Return of security deposits to energy suppliers - -
Other cash payments - -
Net cash provided (used) by operating activities 2,502,966 23,741,303

CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES
Principal payments of Debt - -
Interest and related expenses - -
Other Non Operating Revenue - -
Net cash provided (used) by non-capital financing
activities - -

CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES Acquisition of nondepreciable assets
Acquisition of capital assets
Net cash provided (used) by capital and related financing activities

CASH FLOWS FROM INVESTING ACTIVITIES
Interest income 140,891 1,301,731
Net cash provided (used) by investing activities 140,891 1,301,731 NET CHANGE IN CASH AND CASH EQUIVALENTS 2,643,858 25,043,035 Cash and cash equivalents at beginning of period 71,340,142 90,006,110 Cash and cash equivalents at end of period 73,984,000 115,049,145 Cash and cash equivalents included in:

Cash and cash equivalents 74,345,000 74,345,000
Restricted assets 1,100,000 1,100,000
Cash and cash equivalents at end of period $ 75,445,000 $ 75,445,000

VALLEY CLEAN ENERGY ALLIANCE

STATEMENTS OF CASH FLOWS
OCTOBER 31, 2025
(WITH YEAR TO DATE INFORMATION)
(UNAUDITED)
020
5 FOR THE

PERIOD ENDING
OCTOBER 31, 2025 YEAR TO DATE
Operating Income (Loss) $ 1,713,403 $ 25,016,455
Depreciation expense
Increase (decrease) for uncollectible accounts 79,600 763,600 (Increase) decrease in net accounts receivable 2,717,171 (1,591,379) (Increase) decrease in accrued revenue 1,036,540 (558,229) (Increase) decrease in prepaid expenses (36,300) (85,781) (Increase) decrease in inventory - renewable energy credits - - (Increase) decrease in other assets and deposits 11,434 (240,419) Increase (decrease) in accounts payable (12,096) (505,758) Increase (decrease) in accrued payroll (50,376) (49,836) Increase (decrease) in due to member agencies - -
Increase (decrease) in accrued cost of electricity (3,046,874) (298,821) Increase (decrease) in other accrued liabilities - -
Increase (decrease) security deposits with energy suppliers - - Increase (decrease) in user taxes and energy surcharges - - Increase (decrease) in security deposits from energy suppliers 74,364 1,271,040 Increase (decrease) in user taxes due to other governments 16,101 20,432 Increase (decrease) in advances from public purpose programs - - Net cash provided (used) by operating activities $ 2,502,967 $ 23,741,303 (UNAUDITED)
OCTOBER 31, 2025

RECONCILIATION OF OPERATING INCOME TO NET CASH

PROVIDED (USED) BY OPERATING ACTIVITIES
Adjustments to reconcile operating income to net cash provided

VALLEY CLEAN ENERGY ALLIANCE

STATEMENTS OF CASH FLOWS
(WITH YEAR TO DATE INFORMATION)
021

VALLEY CLEAN ENERGY
2025 YTD ACTUAL VS. BUDGET
FOR THE YEAR TO DATE ENDING 10/31/2025
Description YTD
Actuals
YTD
Budget
YTD
Variance
% over
/-under
Total Revenues $ 77,637,281 $ 88,786,000 $ (11,148,719) -13% Electric Revenue $ 76,309,021 $ 87,366,000 $ (11,056,979) -13% Interest Revenues $ 1,301,730 $ 820,000 $ 481,730 59%
Reimbursable Revenues $ 26,530 $ 600,000 $ (573,470) -96% Purchased Power $ 47,387,043 $ 55,827,000 $ (8,439,957) -15% Purchased Power Base $ 47,387,043 $ 53,170,000 $ (5,782,957) -11% Purchased Power Contingency 5% $ - $ 2,657,000 $ (841,378) -32% Labor & Benefits $ 1,325,480 $ 1,750,000 $ (424,520) -24% Salaries & Wages/Benefits $ 1,023,142 $ 1,440,000 $ (416,858) -29% Contract Labor $ 183,917 $ 160,000 $ 23,917 15%
Human Resources & Payroll $ 118,421 $ 150,000 $ (31,579) -21% Office Supplies & Other Expenses $ 260,994 $ 430,100 $ (169,106) -39% Technology Costs $ 77,605 $ 45,600 $ 32,005 70%
Office Supplies $ 5,409 $ 10,000 $ (4,591) -46%
Travel $ 13,256 $ 24,500 $ (11,244) -46%
CalCCA Dues $ 163,660 $ 160,000 $ 3,660 2%
CC Power $ - $ 180,000 $ (180,000) -100%
Memberships $ 1,064 $ 10,000 $ (8,936) -89%
Contractual Services $ 1,953,713 $ 2,212,000 $ (258,287) -12% Other Contract Services (e.g. IRP) $ - $ 60,000 $ (60,000) -100% Don Dame $ 2,876 $ 18,000 $ (15,125) -84%
Wholesale Energy Services (TEA) $ 672,408 $ 720,000 $ (47,592) -7% 2030 100% Renewable & Storage $ - $ 25,000 $ (25,000) -100% Customer Support Call Center $ 830,288 $ 805,000 $ 25,288 3% Operating Services $ 115,560 $ 100,000 $ 15,560 16%
Commercial Legal Support $ 34,882 $ 20,000 $ 14,882 74% Legal General Counsel $ 17,763 $ 70,000 $ (52,238) -75% Regulatory Counsel $ 116,638 $ 170,000 $ (53,362) -31%
Joint CCA Regulatory counsel $ - $ 16,000 $ (16,000) -100% Legislative - (Lobbyist) $ 55,000 $ 57,500 $ (2,500) -4% Accounting Services $ - $ 2,500 $ (2,500) -100%
Financial Consultant $ 48,070 $ 93,000 $ (44,930) -48%
Audit Fees $ 60,230 $ 55,000 $ 5,230 10%
Marketing $ 163,750 $ 310,000 $ (146,250) -47%
Marketing Collateral $ 163,720 $ 270,000 $ (106,280) -39% Community Engagement Activities & Sponsorships $ 30 $ 40,000 $ (39,970) -100% Programs $ 65,828 $ 1,865,000 $ (1,799,172) -96%
Program Costs (Rebates, Incentives, etc.) $ 159,363 $ 800,000 $ (640,637) -80% Member Agency Advisory Services $ - $ 130,000 $ (130,000) -100% AG Fit $ (93,535) $ 920,000 $ (1,013,535) -110%
PIPP Program $ - $ 15,000 $ (15,000) -100%
Rents & Leases $ 33,003 $ 41,000 $ (7,997) -20%
Hunt Boyer Mansion $ 33,003 $ 21,000 $ 12,003 57%
Lease Improvement $ - $ 20,000 $ (20,000) -100%
Other A&G $ 443,246 $ 648,600 $ (205,354) -32%
Development - New Members $ - $ 21,000 $ (21,000) -100% Strategic Plan Implementation $ 108,345 $ 64,000 $ 44,345 69% Strategic Plan Update & Community Focus Group $ 58,971 $ 100,000 $ (41,029) -41% PG&E Data Fees $ 221,309 $ 250,000 $ (28,691) -11%
Insurance $ 54,621 $ 80,000 $ (25,379) -32%
Banking Fees $ - $ 133,600 $ (133,600) -100%
Miscellaneous Operating Expenses $ 12,136 $ 10,000 $ 2,136 21% Contingency $ - $ 200,000 $ (200,000) -100%
0 0
TOTAL OPERATING EXPENSES $ 51,645,194 $ 63,293,700 $ (11,648,506) -18% Interest on RCB Term loan $ - $ - $ - 100%
NET INCOME $ 25,992,087 $ 25,492,300
022
Item 7

VALLEY CLEAN ENERGY ALLIANCE
Staff Report – Item 7 (b)
______________________________________________________________________________ TO: Board of Directors
FROM: Edward Burnham, Chief Financial Officer / Treasurer Mitch Sears, Chief Executive Officer
SUBJECT: Monthly Treasurer’s Report (Informational Item) – November 30, 2025 DATE: February 12, 2026
RECOMMENDATION:

Accept the Treasurer’s report on VCE’s cash, investments, debt, and unaudited financial statements (with comparative year to date information) and Actual vs. Budget year to date for the month ending November 30, 2025.

BACKGROUND & DISCUSSION:

The attached financial statements are prepared in a form to satisfy the debt covenants with River City Bank pursuant to the Line of Credit and are required to be prepared monthly.

The Financial Statements include the following reports:
• Statement of Net Position
• Statement of Revenues, Expenditures and Changes in Net Position • Statement of Cash Flows
In addition, Staff is reporting the Actual vs. Budget variances year to date ending November 30, 2025.

Financial Statements for the period November 1, 2025 – November 30, 2025 In the Statement of Net Position, VCE, as of November 30, 2025, has a total of $76,653,542 in its checking, money market and lockbox accounts, $1,100,000 restricted assets for the Debt Service Reserve account, and $1,800,000 restricted assets related to supplier deposits. On November 30, 2025, VCE’s net position was $88,737,398.

In the Statement of Revenues, Expenditures, and Changes in Net Position, VCE recorded $4,386,879 of revenue (net of allowance for doubtful accounts), of which $5,004,788 was billed in, and $3,456,396 represents estimated unbilled revenue. The cost of electricity for the November revenue totaled $4,902,296 For November, VCE’s gross margin was approximately -8% and the net losstotaled $841,792.

The year-to-date change in net position was $25,558,750. 023
Item 7
In the Statement of Cash Flows, VCE cash flows from operations were $4,498,782 due to November cash receipts of revenues being more than the monthly cash operating expenses.

Bank Account Balances (as of 11/30/2025):

Operating Account $42,040,968
Insured Cash Sweep Account $35,284,677
Debt Service Account $1,100,000
CAISO Operational Account $6,534,935
Total Cash on Deposit $84,960,580
Note: VCE receives 6.05% interest earnings for the average balance on the ICS account and CAISO operational account equal to the Local Agency Investment Fund (LAIF) state investments rate.

November 2025 earnings were $143,496.

VCE’s Outstanding Loan Balances (as of 08/31/2025):

Valley Clean Energy Alliance has available at the financial institution a line of credit totaling $11,000,000 with $7,000,000 withdrawal limit, which expires on April 15, 2026. The related debt outstanding at the close of business on October 31, 2025 was $0. VCE has issued, but undrawn, letters of credit for a total of $266,989 for regulatory.

Actual vs. Budget Variances for the year to date ending November 30, 2025 Below are the financial statement line items with variances >$50,000 and 5% • Electric Revenue – ($12,888,100) and -14% – Unfavorable variance mainly driven by lower load than forecasted by residential and agriculture customers due to mild winter and summer temperatures. • Purchased Power – $7,206,661 and 12% – Favorable mainly due to renewable energy credit sales in Q1 and lower load than forecasted by residential and agriculture customers due to mild winter and summer temperatures.
• Labor & Benefits $465,533 and 24% – Favorable Variance due to vacancy for additional budgeted positions. Recruitments are in progress and expected to be filled in Q4. • Programs $1,862,053 – Favorable Variance due to timing differences in AgFIT closeout, current year program activities, and member agency support services. • Marketing & Engagement $164,825 – Favorable Variance due to lower forecasted activities for support of programs and events.
• Other Contract Services (e.g. IRP) 66,000 – Favorable Variance due to the IRP process being delayed by CPUC.

Attachments:
3) Financial Statements (Unaudited) November 1, 2025 to November 30, 2025 (with comparative year to date information.)
4) Actual vs. Budget for the year to date ending November 30, 2025 024

VALLEY CLEAN ENERGY ALLIANCE

FINANCIAL STATEMENTS
(UNAUDITED)
FOR THE PERIOD OF NOVEMBER 1 TO NOVEMBER 30, 2025
PREPARED ON FEBRUARY 1, 2026
025
2 ASSETS
Current assets:

Cash and cash equivalents 76,653,542
Accounts receivable, net of allowance 8,467,825
Accrued revenue 3,456,397
Prepaid expenses 400,847
Inventory - Renewable Energy Credits -
Other current assets and deposits 8,341,819
Total current assets 97,320,429
Restricted assets:

Debt service reserve fund 1,100,000
Total restricted assets 1,100,000
TOTAL ASSETS $ 98,420,429

LIABILITIES
Current liabilities:

Accounts payable 244,041
Accrued payroll 109,188
Interest payable -
Due to member agencies -
Accrued cost of electricity 5,421,782
Other accrued liabilities 2,095,884
Security deposits - energy supplies 1,800,000
User taxes and energy surcharges 12,136
TOTAL LIABILITIES $ 9,683,031

NET POSITION
Net position:

Local Programs Reserve 1,085,585
Restricted 1,100,000
Unrestricted 86,551,813
TOTAL NET POSITION $ 88,737,398

VALLEY CLEAN ENERGY ALLIANCE

STATEMENT OF NET POSITION
NOVEMBER 30, 2025
(UNAUDITED)
026
3 FOR THE

PERIOD ENDING
NOVEMBER 30, 2025 YEAR TO DATE

OPERATING REVENUE
Electricity sales, net $ 4,386,879 $ 81,087,363
Other revenue - $ 26,530
TOTAL OPERATING REVENUES 4,386,879 81,113,893

OPERATING EXPENSES
Cost of electricity 4,902,296 52,289,338
Contract services 202,675 2,379,906
Staff compensation 131,716 1,505,301
General, administration, and other 135,480 825,825
TOTAL OPERATING EXPENSES 5,372,167 57,000,371
TOTAL OPERATING INCOME (LOSS) (985,288) 24,113,523

NONOPERATING REVENUES (EXPENSES)
Interest income 143,496 1,445,228
Interest and related expenses - -
Other Non Operating Revenues - -
TOTAL NONOPERATING REVENUES (EXPENSES) 143,496 1,445,228 CHANGE IN NET POSITION (841,792) 25,558,750
Net position at beginning of period 89,579,190 63,263,712 Net position at end of period $ 88,737,398 $ 88,822,462 (WITH COMPARATIVE YEAR TO DATE INFORMATION)
(UNAUDITED)

VALLEY CLEAN ENERGY ALLIANCE

STATEMENT OF REVENUES, EXPENDITURES AND
NOVEMBER 30, 2025
027
4 FOR THE

PERIOD ENDING
NOVEMBER 30, 2025 YEAR TO DATE

CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from electricity sales $ 6,442,229 $ 82,912,558 Payments received from other revenue sources - 26,530
Receipts for security deposits with energy suppliers - - Payments to purchase electricity (3,637,040) (51,322,902) Payments for contract services, general, and adminstration (318,187) (3,931,938) Payments for member agency services - -
Payments for staff compensation (131,716) (1,505,301)
Return of security deposits to energy suppliers - -
Other cash payments - -
Net cash provided (used) by operating activities 2,355,286 26,178,946

CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES
Principal payments of Debt - -
Interest and related expenses - -
Other Non Operating Revenue - -
Net cash provided (used) by non-capital financing
activities - -

CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES Acquisition of nondepreciable assets
Acquisition of capital assets
Net cash provided (used) by capital and related financing activities

CASH FLOWS FROM INVESTING ACTIVITIES
Interest income 143,496 1,445,228
Net cash provided (used) by investing activities 143,496 1,445,228 NET CHANGE IN CASH AND CASH EQUIVALENTS 2,498,782 27,624,174 Cash and cash equivalents at beginning of period 73,984,000 73,984,000 Cash and cash equivalents at end of period 76,482,782 101,608,174 Cash and cash equivalents included in:

Cash and cash equivalents 76,653,542 76,653,542
Restricted assets 1,100,000 1,100,000
Cash and cash equivalents at end of period $ 77,753,542 $ 77,753,542 (UNAUDITED)

VALLEY CLEAN ENERGY ALLIANCE

STATEMENTS OF CASH FLOWS
NOVEMBER 30, 2025
(WITH YEAR TO DATE INFORMATION)
028
5 FOR THE

PERIOD ENDING
NOVEMBER 30, 2025 YEAR TO DATE
Operating Income (Loss) $ (985,288) $ 24,113,523
Depreciation expense
Increase (decrease) for uncollectible accounts 49,900 813,500 (Increase) decrease in net accounts receivable 1,340,869 (250,508) (Increase) decrease in accrued revenue 551,130 (7,099)
(Increase) decrease in prepaid expenses 5,775 (80,006)
(Increase) decrease in inventory - renewable energy credits - - (Increase) decrease in other assets and deposits 19,600 (220,819) Increase (decrease) in accounts payable 368 (505,390)
Increase (decrease) in accrued payroll 7,550 (42,286)
Increase (decrease) in due to member agencies - -
Increase (decrease) in accrued cost of electricity 1,265,257 966,436 Increase (decrease) in other accrued liabilities - -
Increase (decrease) security deposits with energy suppliers - - Increase (decrease) in user taxes and energy surcharges - - Increase (decrease) in security deposits from energy suppliers 157,450 1,428,490 Increase (decrease) in user taxes due to other governments (57,325) (36,893) Increase (decrease) in advances from public purpose programs - - Net cash provided (used) by operating activities $ 2,355,286 $ 26,178,946

RECONCILIATION OF OPERATING INCOME TO NET

CASH PROVIDED (USED) BY OPERATING ACTIVITIES
Adjustments to reconcile operating income to net cash provided

VALLEY CLEAN ENERGY ALLIANCE

STATEMENTS OF CASH FLOWS
(WITH YEAR TO DATE INFORMATION)
(UNAUDITED)
NOVEMBER 30, 2025
029

VALLEY CLEAN ENERGY
2025 YTD ACTUAL VS. BUDGET
FOR THE YEAR TO DATE ENDING 11/30/2025
Description YTD
Actuals
YTD
Budget
YTD
Variance
% over
/-under
Total Revenues $ 82,167,656 $ 95,149,000 $ (12,981,344) -14% Electric Revenue $ 80,695,900 $ 93,584,000 $ (12,888,100) -14% Interest Revenues $ 1,445,226 $ 905,000 $ 540,226 60%
Reimbursable Revenues $ 26,530 $ 660,000 $ (633,470) -96% Purchased Power $ 52,289,339 $ 59,496,000 $ (7,206,661) -12% Purchased Power Base $ 52,289,339 $ 56,664,000 $ (4,374,661) -8% Purchased Power Contingency 5% $ - $ 2,832,000 $ (918,411) -32% Labor & Benefits $ 1,459,467 $ 1,925,000 $ (465,533) -24% Salaries & Wages/Benefits $ 1,131,122 $ 1,584,000 $ (452,878) -29% Contract Labor $ 198,723 $ 176,000 $ 22,723 13%
Human Resources & Payroll $ 129,622 $ 165,000 $ (35,378) -21% Office Supplies & Other Expenses $ 271,811 $ 469,800 $ (197,989) -42% Technology Costs $ 85,254 $ 48,800 $ 36,454 75%
Office Supplies $ 6,077 $ 11,000 $ (4,923) -45%
Travel $ 13,256 $ 25,000 $ (11,744) -47%
CalCCA Dues $ 166,160 $ 176,000 $ (9,840) -6%
CC Power $ - $ 198,000 $ (198,000) -100%
Memberships $ 1,064 $ 11,000 $ (9,936) -90%
Contractual Services $ 2,141,721 $ 2,435,400 $ (293,679) -12% Other Contract Services (e.g. IRP) $ - $ 66,000 $ (66,000) -100% Don Dame $ 3,431 $ 19,800 $ (16,370) -83%
Wholesale Energy Services (TEA) $ 746,262 $ 792,000 $ (45,738) -6% 2030 100% Renewable & Storage $ - $ 27,500 $ (27,500) -100% Customer Support Call Center $ 909,988 $ 885,500 $ 24,488 3% Operating Services $ 115,684 $ 110,000 $ 5,684 5%
Commercial Legal Support $ 42,778 $ 22,000 $ 20,778 94% Legal General Counsel $ 21,652 $ 77,000 $ (55,349) -72% Regulatory Counsel $ 133,128 $ 187,000 $ (53,872) -29%
Joint CCA Regulatory counsel $ - $ 17,600 $ (17,600) -100% Legislative - (Lobbyist) $ 60,500 $ 63,250 $ (2,750) -4% Accounting Services $ - $ 2,750 $ (2,750) -100%
Financial Consultant $ 48,070 $ 95,000 $ (46,930) -49%
Audit Fees $ 60,230 $ 70,000 $ (9,770) -14%
Marketing $ 176,175 $ 341,000 $ (164,825) -48%
Marketing Collateral $ 175,256 $ 297,000 $ (121,744) -41% Community Engagement Activities & Sponsorships $ 919 $ 44,000 $ (43,081) -98% Programs $ 157,447 $ 2,019,500 $ (1,862,053) -92%
Program Costs (Rebates, Incentives, etc.) $ 159,363 $ 900,000 $ (740,637) -82% Member Agency Advisory Services $ - $ 143,000 $ (143,000) -100% AG Fit $ (1,916) $ 960,000 $ (961,916) -100%
PIPP Program $ - $ 16,500 $ (16,500) -100%
Rents & Leases $ 35,103 $ 45,100 $ (9,997) -22%
Hunt Boyer Mansion $ 35,103 $ 23,100 $ 12,003 52%
Lease Improvement $ - $ 22,000 $ (22,000) -100%
Other A&G $ 474,158 $ 700,300 $ (226,142) -32%
Development - New Members $ - $ 23,100 $ (23,100) -100% Strategic Plan Implementation $ 111,476 $ 70,400 $ 41,076 58% Strategic Plan Update & Community Focus Group $ 58,971 $ 110,000 $ (51,029) -46% PG&E Data Fees $ 243,315 $ 275,000 $ (31,685) -12%
Insurance $ 60,396 $ 88,000 $ (27,604) -31%
Banking Fees $ - $ 133,800 $ (133,800) -100%
Miscellaneous Operating Expenses $ 12,139 $ 11,000 $ 1,139 10% Contingency $ - $ 220,000 $ (220,000) -100%
0 0
TOTAL OPERATING EXPENSES $ 57,017,361 $ 67,663,100 $ (10,645,739) -16% Interest on RCB Term loan $ - $ - $ - 100%
NET INCOME $ 25,150,295 $ 27,485,900
030
Item 7

VALLEY CLEAN ENERGY ALLIANCE
Staff Report – Item 7 (c)
______________________________________________________________________________ TO: Board of Directors
FROM: Edward Burnham, Chief Financial Officer / Treasurer Mitch Sears, Chief Executive Officer
SUBJECT: Monthly Treasurer’s Report (Informational Item) – December 31, 2025 DATE: February 12, 2026
RECOMMENDATION:

Accept the Treasurer’s report on VCE’s cash, investments, debt, and unaudited financial statements (with comparative year to date information) and Actual vs. Budget year to date for the month ending December 31, 2025.

BACKGROUND & DISCUSSION:

The attached financial statements are prepared in a form to satisfy the debt covenants with River City Bank pursuant to the Line of Credit and are required to be prepared monthly.

The Financial Statements include the following reports:
• Statement of Net Position
• Statement of Revenues, Expenditures and Changes in Net Position • Statement of Cash Flows
In addition, Staff is reporting the Actual vs. Budget variances year to date ending December 31, 2025.

Financial Statements for the period December 1, 2025 – December 31, 2025 In the Statement of Net Position, VCE, as of December 31, 2025, has a total of $79,013,892 in its checking, money market and lockbox accounts, $1,100,000 restricted assets for the Debt Service Reserve account, and $1,800,000 restricted assets related to supplier deposits. On December 31, 2025, VCE’s net position was $94,049,205.

In the Statement of Revenues, Expenditures, and Changes in Net Position, VCE recorded $7,315,915 of revenue (net of allowance for doubtful accounts), of which $7,460,485 was billed in, and $3,410,317 represents estimated unbilled revenue. The cost of electricity for the December revenue totaled $1,645,260 For December, VCE’s gross margin was approximately 78% and the net income totaled $5,311,807. The year-to-date change in net position was $30,871,429. 031
Item 7
In the Statement of Cash Flows, VCE cash flows from operations were $3,233,387 due to December cash receipts of revenues being more than the monthly cash operating expenses.

Bank Account Balances (as of 12/31/2025):

Operating Account $42,282,795
Insured Cash Sweep Account $37,417,161
Debt Service Account $1,100,000
CAISO Operational Account $7,346,171
Total Cash on Deposit $88,146,127
Note: VCE receives 6.05% interest earnings for the average balance on the ICS account and CAISO operational account equal to the Local Agency Investment Fund (LAIF) state investments rate. December 2025 earnings were $153,000.

VCE’s Outstanding Loan Balances (as of 08/31/2025):

Valley Clean Energy Alliance has available at the financial institution a line of credit totaling $11,000,000 with $7,000,000 withdrawal limit, which expires on April 15, 2026. The related debt outstanding at the close of business on October 31, 2025 was $0. VCE has issued, but undrawn, letters of credit for a total of $266,989 for regulatory.

Actual vs. Budget Variances for the year to date ending December 31, 2025 Below are the financial statement line items with variances >$50,000 and 5% • Electric Revenue – ($12,424,185) and -12% – Unfavorable variance mainly driven by lower load than forecasted by residential and agriculture customers due to mild winter and summer temperatures. • Purchased Power – $10,057,407 and 12% – Favorable mainly due to renewable energy credit sales in Q1 and lower load than forecasted by residential and agriculture customers due to mild winter and summer temperatures.
• Labor & Benefits $469,164 and 23% – Favorable Variance due to vacancy for additional budgeted positions. 2 of 3 successful recruitments completed in Q4. • Programs $1,952,260 – Favorable Variance due to timing differences in AgFIT closeout, current year program activities, and member agency support services. • Marketing & Engagement $176,890 – Favorable Variance due to lower forecasted activities for support of programs and events.
• Other Contract Services (e.g. IRP) 72,000 – Favorable Variance due to the IRP process being delayed by CPUC.

Attachments:
5) Financial Statements (Unaudited) December 1, 2025 to December 31, 2025 (with comparative year to date information.)
6) Actual vs. Budget for the year to date ending December 31, 2025 032

VALLEY CLEAN ENERGY ALLIANCE

FINANCIAL STATEMENTS
(UNAUDITED)
FOR THE PERIOD OF DECEMBER 1 TO DECEBER 31,
2025 PREPARED ON FEBRUARY 1, 2026
033
2 ASSETS
Current assets:

Cash and cash equivalents 79,013,892
Accounts receivable, net of allowance 9,580,149
Accrued revenue 3,410,317
Prepaid expenses 389,517
Inventory - Renewable Energy Credits -
Other current assets and deposits 9,153,055
Total current assets 101,546,929
Restricted assets:

Debt service reserve fund 1,100,000
Total restricted assets 1,100,000
TOTAL ASSETS $ 102,646,929

LIABILITIES
Current liabilities:

Accounts payable 275,960
Accrued payroll 120,355
Interest payable -
Due to member agencies -
Accrued cost of electricity 4,269,113
Other accrued liabilities 2,101,541
Security deposits - energy supplies 1,800,000
User taxes and energy surcharges 30,754
TOTAL LIABILITIES $ 8,597,724

NET POSITION
Net position:

Local Programs Reserve 1,085,585
Restricted 1,100,000
Unrestricted 91,863,620
TOTAL NET POSITION $ 94,049,205

VALLEY CLEAN ENERGY ALLIANCE

STATEMENT OF NET POSITION
DECEMBER31, 2025
(UNAUDITED)
034
3 FOR THE

PERIOD ENDING
DECEMBER 31, 2025 YEAR TO DATE

OPERATING REVENUE
Electricity sales, net $ 7,315,915 $ 88,403,278
Other revenue - $ 26,530
TOTAL OPERATING REVENUES 7,315,915 88,429,808

OPERATING EXPENSES
Cost of electricity 1,645,260 53,934,599
Contract services 210,702 2,590,608
Staff compensation 168,510 1,673,811
General, administration, and other 132,636 957,589
TOTAL OPERATING EXPENSES 2,157,108 59,156,607
TOTAL OPERATING INCOME (LOSS) 5,158,807 29,273,201

NONOPERATING REVENUES (EXPENSES)
Interest income 153,000 1,598,228
Interest and related expenses - -
Other Non Operating Revenues - -
TOTAL NONOPERATING REVENUES (EXPENSES) 153,000 1,598,228 CHANGE IN NET POSITION 5,311,807 30,871,429
Net position at beginning of period 88,737,398 63,263,712 Net position at end of period $ 94,049,205 $ 94,135,140 (WITH COMPARATIVE YEAR TO DATE INFORMATION)
(UNAUDITED)

VALLEY CLEAN ENERGY ALLIANCE

STATEMENT OF REVENUES, EXPENDITURES AND
DECEMBER 31, 2025
035
4 FOR THE

PERIOD ENDING
DECEMBER 31, 2025 YEAR TO DATE

CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from electricity sales $ 6,342,689 $ 89,255,247 Payments received from other revenue sources - 26,530
Receipts for security deposits with energy suppliers - - Payments to purchase electricity (2,797,929) (54,120,831) Payments for contract services, general, and adminstration (305,862) (4,236,932) Payments for member agency services - -
Payments for staff compensation (168,510) (1,673,811)
Return of security deposits to energy suppliers - -
Other cash payments - -
Net cash provided (used) by operating activities 3,070,387 29,250,202

CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES
Principal payments of Debt - -
Interest and related expenses - -
Other Non Operating Revenue - -
Net cash provided (used) by non-capital financing
activities - -

CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES Acquisition of nondepreciable assets
Acquisition of capital assets
Net cash provided (used) by capital and related financing activities

CASH FLOWS FROM INVESTING ACTIVITIES
Interest income 153,000 1,598,228
Net cash provided (used) by investing activities 153,000 1,598,228 NET CHANGE IN CASH AND CASH EQUIVALENTS 3,223,387 30,848,430 Cash and cash equivalents at beginning of period 76,482,782 76,482,782 Cash and cash equivalents at end of period 79,706,169 107,331,212 Cash and cash equivalents included in:

Cash and cash equivalents 79,013,892 79,013,892
Restricted assets 1,100,000 1,100,000
Cash and cash equivalents at end of period $ 80,113,892 $ 80,113,892

VALLEY CLEAN ENERGY ALLIANCE

STATEMENTS OF CASH FLOWS
DECEMBER 31, 2025
(WITH YEAR TO DATE INFORMATION)
(UNAUDITED)
036
5 FOR THE

PERIOD ENDING
DECEMBER 31, 2025 YEAR TO DATE
Operating Income (Loss) $ 5,158,807 $ 29,273,201
Depreciation expense
Increase (decrease) for uncollectible accounts 74,400 887,900 (Increase) decrease in net accounts receivable (1,940,501) (2,191,012) (Increase) decrease in accrued revenue 46,080 38,981
(Increase) decrease in prepaid expenses 5,775 (74,231)
(Increase) decrease in inventory - renewable energy credits - - (Increase) decrease in other assets and deposits 5,556 (215,264) Increase (decrease) in accounts payable 31,920 (473,471) Increase (decrease) in accrued payroll 11,167 (31,119)
Increase (decrease) in due to member agencies - -
Increase (decrease) in accrued cost of electricity (1,152,669) (186,233) Increase (decrease) in other accrued liabilities - -
Increase (decrease) security deposits with energy suppliers - - Increase (decrease) in user taxes and energy surcharges - - Increase (decrease) in security deposits from energy suppliers 811,236 2,239,726 Increase (decrease) in user taxes due to other governments 18,618 (18,276) Increase (decrease) in advances from public purpose programs - - Net cash provided (used) by operating activities $ 3,070,387 $ 29,250,203 (UNAUDITED)
DECEMBER 31, 2025

RECONCILIATION OF OPERATING INCOME TO NET CASH

PROVIDED (USED) BY OPERATING ACTIVITIES
Adjustments to reconcile operating income to net cash provided

VALLEY CLEAN ENERGY ALLIANCE

STATEMENTS OF CASH FLOWS
(WITH YEAR TO DATE INFORMATION)
037

VALLEY CLEAN ENERGY
2025 YTD ACTUAL VS. BUDGET
FOR THE YEAR TO DATE ENDING 12/31/2025
Description YTD
Actuals
YTD
Budget
YTD
Variance
% over
/-under
Total Revenues $ 89,636,571 $ 102,195,000 $ (12,558,429) -12% Electric Revenue $ 88,011,815 $ 100,436,000 $ (12,424,185) -12% Interest Revenues $ 1,598,226 $ 990,000 $ 608,226 61%
Reimbursable Revenues $ 26,530 $ 769,000 $ (742,470) -97% Purchased Power $ 53,934,599 $ 63,992,000 $ (10,057,401) -16% Purchased Power Base $ 53,934,599 $ 60,946,000 $ (7,011,401) -12% Purchased Power Contingency 5% $ - $ 3,046,000 $ (926,134) -30% Labor & Benefits $ 1,630,836 $ 2,100,000 $ (469,164) -22% Salaries & Wages/Benefits $ 1,271,030 $ 1,728,000 $ (456,970) -26% Contract Labor $ 218,361 $ 192,000 $ 26,361 14%
Human Resources & Payroll $ 141,445 $ 180,000 $ (38,555) -21% Office Supplies & Other Expenses $ 301,891 $ 509,500 $ (207,609) -41% Technology Costs $ 94,269 $ 52,000 $ 42,269 81%
Office Supplies $ 6,268 $ 12,000 $ (5,732) -48%
Travel $ 16,630 $ 25,500 $ (8,870) -35%
CalCCA Dues $ 183,660 $ 192,000 $ (8,340) -4%
CC Power $ - $ 216,000 $ (216,000) -100%
Memberships $ 1,064 $ 12,000 $ (10,936) -91%
Contractual Services $ 2,331,551 $ 2,643,800 $ (312,249) -12% Other Contract Services (e.g. IRP) $ - $ 72,000 $ (72,000) -100% Don Dame $ 3,799 $ 21,600 $ (17,802) -82%
Wholesale Energy Services (TEA) $ 820,718 $ 864,000 $ (43,282) -5% 2030 100% Renewable & Storage $ - $ 30,000 $ (30,000) -100% Customer Support Call Center $ 989,782 $ 966,000 $ 23,782 2% Operating Services $ 116,119 $ 120,000 $ (3,881) -3%
Commercial Legal Support $ 54,884 $ 24,000 $ 30,884 129% Legal General Counsel $ 23,850 $ 84,000 $ (60,151) -72% Regulatory Counsel $ 148,101 $ 204,000 $ (55,899) -27%
Joint CCA Regulatory counsel $ - $ 19,200 $ (19,200) -100% Legislative - (Lobbyist) $ 66,000 $ 69,000 $ (3,000) -4% Accounting Services $ - $ 3,000 $ (3,000) -100%
Financial Consultant $ 48,070 $ 97,000 $ (48,930) -50%
Audit Fees $ 60,230 $ 70,000 $ (9,770) -14%
Marketing $ 195,110 $ 372,000 $ (176,890) -48%
Marketing Collateral $ 193,829 $ 324,000 $ (130,171) -40% Community Engagement Activities & Sponsorships $ 1,281 $ 48,000 $ (46,719) -97% Programs $ 221,740 $ 2,174,000 $ (1,952,260) -90%
Program Costs (Rebates, Incentives, etc.) $ 203,348 $ 1,000,000 $ (796,652) -80% Member Agency Advisory Services $ - $ 156,000 $ (156,000) -100% AG Fit $ 18,392 $ 1,000,000 $ (981,608) -98%
PIPP Program $ - $ 18,000 $ (18,000) -100%
Rents & Leases $ 37,203 $ 49,200 $ (11,997) -24%
Hunt Boyer Mansion $ 37,203 $ 25,200 $ 12,003 48%
Lease Improvement $ - $ 24,000 $ (24,000) -100%
Other A&G $ 508,530 $ 752,000 $ (243,470) -32%
Development - New Members $ - $ 25,200 $ (25,200) -100% Strategic Plan Implementation $ 113,776 $ 76,800 $ 36,976 48% Strategic Plan Update & Community Focus Group $ 58,971 $ 120,000 $ (61,029) -51% PG&E Data Fees $ 265,357 $ 300,000 $ (34,643) -12%
Insurance $ 66,171 $ 96,000 $ (29,829) -31%
Banking Fees $ 4,255 $ 134,000 $ (129,745) -97%
Miscellaneous Operating Expenses $ 13,009 $ 12,100 $ 909 8% Contingency $ - $ 240,000 $ (240,000) -100%
0 0
TOTAL OPERATING EXPENSES $ 59,174,469 $ 72,844,600 $ (13,670,131) -19% Interest on RCB Term loan $ - $ - $ - 100%
NET INCOME $ 30,462,102 $ 29,350,400
038
Item 8
1 VALLEY CLEAN ENERGY ALLIANCE
Staff Report – Item 8
To: Board of Directors
From: Mark Fenstermaker, Pacific Policy Group
Subject: Legislative Update – Pacific Policy Group
Date: February 12, 2026
______________________________________________________________________________ Pacific Policy Group, VCE’s lobby services consultant, continues to work with Staff and the Community Advisory Committee’s Legislative - Regulatory Task Group (LRTG) continues to meet and discuss legislative matters. Below is a summary:

California’s Legislature reconvened on January 5, 2026, beginning the second year of the 2025- 26 legislative session. For some, the year started a sprint as legislators moved certain two-year bills out of the house of origin by January 31. For most, January was a time to prepare for the introduction of new legislation, but very few bills have been made public at this time.

Legislators have until February 20 to introduce bills for consideration in 2026 and the decision last year by leadership in both houses to reduce the number of bills to 35 that each legislator may author is making some impact. Most legislation introduced so far has been in “spot bill” or “intent bill” form where the bill is seeking to carve out a certain policy space but does not have substantive language or detail for VCE make an informed decision on how to engage at this time. Legislators will have to amend these types of bills early in March to get a referral to a policy committee and continue to advance through the process. It is anticipated that policy committees will begin hearing bills in early to mid-March with the most intense period of hearings occurring the latter half of April.

In addition to the activity on legislation, January marks the first step in crafting the state’s next budget. A significant deficit of $18 billion had been projected by the Legislative Analyst’s Office (LAO) but Governor Newsom’s proposed budget surprised many with a mere $2.9 billion deficit figure. The Governor and Department of Finance believe that the better than anticipated tax revenue driven by record highs in the stock market thanks to the AI boom will continue to drive capital gains and income tax collections that exceed previous forecasts. While the budget situation for Fiscal Year 2026-27 is roughly balanced, according to the Governor, the same cannot be said for Fiscal Year 2027-28, of which the Governor projects a $20 billion deficit.

When the Governor releases his budget revision in May, the May Revision, it is anticipated there will be a plan to balance the FY 2027-28 budget as well, which could drastically change negotiations in the budget and on legislation.
039
Item 8
2 Lastly for January, it was a month to digest the carousel of movement in the Senate as it relates to committee chairs and members. Most significantly for VCE, out as chair of the Senate Committee on Energy, Utilities and Communications is Senator Josh Becker (Menlo Park), and in is Senator Ben Allen (Santa Monica). Elsewhere, Senator Sabrina Cerbantes (Riverside) steps in as chair for the Senate Appropriations Committee and Senator Angelique Ashby (Sacramento) takes over as Majority Leader.
040
Item 9
1 VALLEY CLEAN ENERGY ALLIANCE
Staff Report – Item 9
To: Board of Directors
From: Keyes & Fox, Regulatory Consultant
Subject: Regulatory Monitoring Report – Keyes & Fox
Date: February 12, 2026
______________________________________________________________________________ Please find attached Keyes & Fox’s January 2026 Regulatory Memorandum dated February 4, 2026 an informational summary of the key California regulatory and compliance-related updates from the California Public Utilities Commission (CPUC).

Attachment: Keyes & Fox Regulatory Memorandum dated February 4, 2026 041

1 Valley Clean Energy Alliance
Regulatory Monitoring Report
To: Valley Clean Energy Alliance (VCE) Board of Directors From: Sheridan Pauker, Partner, Keyes & Fox LLP
Jason Hoyle, Director of Research, EQ Research LLC
Subject: Monthly Regulatory Update
Date: February 4, 2026
Keyes & Fox LLP and EQ Research LLC are pleased to provide VCE’s Board of Directors with this informational memo describing key California regulatory and compliance-related updates from the California Public Utilities Commission (CPUC) over the past month.

NEWDemand Response Enhancements
Background: This proceeding will enhance demand response (DR) resources statewide by updating guiding principles, policies, and data system and process requirements. Demand response development is closely connected to the implementation of dynamic rates and real-time pricing (RTP), similar to VCE’s AgFIT Pilot but across all customer classes.

Recent Developments: A December 30 Ruling requested comments on the Staff Proposal to extend Flex Alert funding to 2026. Comments in response to the Ruling were filed on January 20 and reply comments were filed on January 30.

Analysis: Flex Alerts are issued during times of peak demand and grid stress as a request for voluntary reductions in electricity use. The program’s contract ended in 2025, and the current proposal is to extend the program through 2026 at the same $22 million budget level.

Next Steps: A scoping memo is expected. A Staff Proposal on Data Systems and Processes is expected during the first quarter of 2026.

Additional Information: Ruling and Staff Proposal (Dec. 30, 2025); OIR and Guiding Principles (Sep. 29, 2025); Docket No. R.25-09-004.

IRP Rulemaking (2025)
Background: This new proceeding governs the biennial Integrated Resource Plan (IRP) process, including load serving entity (LSE) procurement requirements, the establishment of a variety of state- and LSE-level load and procurement forecasts, greenhouse gas (GHG) reduction targets, ongoing reliability obligations, and the Commission’s oversight of the IOUs’ bundled procurement plans. This proceeding continues the work of R.20-05-003 and will be the primary forum for most future CPUC work on the Reliable and Clean Power Procurement Program framework (RCPPP).

Recent Developments: On January 14, the CPUC issued a Proposed Decision requiring 2029-2032 electric resource procurement and transmitting portfolios for the 2026-2027 Transmission Planning Process. Under the Proposed Decision, VCE is responsible for procuring a total of 22 MW which are additional to prior Mid-Term Reliability (MTR) procurement requirements, with 7 MW by 2030 and 15 MW by 2032. On January 16, the ALJ issued a Ruling setting the IRP filing requirements for LSEs. The deadline for filing individual LSE IRPs is currently June 1, 2026, but CalCCA plans to submit a request for the filing deadline to be extended to six months from when the final modeling data are made available. The IRP filing is based on achieving a statewide GHG emissions limit of 25 million metric tons (MMT) in 2035 and 8 MMT by 2045.

Analysis: The additional procurement requirements are intended to encourage LSEs to procure resources that are eligible for the expiring federal tax credit and to bolster reliability, but resource requirements are unchanged from prior MTR procurements and there are no carve-outs for resources with specific characteristics such as long-lead times or long-duration storage. LSEs must file an IRP with at least one portfolio that conforms to standard assumptions, but additional portfolios are allowed for LSEs that choose to include their own assumptions, such as for electrification- and data center-driven load growth. This approach to the IRP requirements will allow the Commission to compare and consolidate LSEs’ IRP data based on standardized assumptions, while also preserving alternative scenarios to better plan for future uncertainty.

Next Steps: The Proposed Decision may be heard as soon as the February 26 Commission meeting. Comments on the Proposed Decision are due February 6 and reply comments are due February 11. VCE’s next IRP filing is due June 1, 042

2 2026, but the deadline may be extended. Comments on IRP filings are due July 15. IOUs’ Bundled Procurement Plan updates are now due June 1, comments on proposed updates are expected to be due in Q3, and a proposed decision adopting updated BPPs is now expected in Q4. An ALJ ruling on the “good faith effort” standard for LSE compliance with procurement requirements was expected in Q4 of 2025 but is delayed.

Additional Information: IRP Ruling (Jan. 16, 2026); Proposed Decision (Jan. 14, 2026); Ruling (Jan. 2, 2026); PG&E AL 7798-E (Dec. 30, 2025); PG&E AL 7790-E (Dec. 19, 2025); Scoping Ruling (Oct. 28, 2025); Ruling (Sep. 30, 2025); OIR (Jul. 2, 2025); Docket No. R.25-06-019.

PG&E 2023 Phase 2 GRC
Background: Phase 2 General Rate Case (GRC) proceedings determine PG&E’s marginal cost of service and revenue requirement allocation among customer classes for a set period (in this case, 2023-2026). This proceeding is also considering extension of existing dynamic rate pilots (including VCE’s AgFIT pilot, now expanded across PG&E territory) and other real-time pricing (RTP) pilots as well as post-pilot dynamic rates required by the CEC’s Load Management Standards.

Recent Developments: On January 7, the CPUC issued a Ruling setting the schedule for the Dynamic Rate Options track. The Ruling generally granted PG&E’s November 6, 2025, Motion to first address extension of Hourly Flex Pricing (HFP) pilots before they expire in 2027, and then to address post-pilot dynamic rates in the future. The Ruling declined to adopt PG&E’s proposed schedule for full consideration of post-pilot dynamic rates. On January 23, PG&E submitted its Errata testimony. On January 27, an ALJ Ruling revised the procedural schedule that was suspended by an early January Ruling.

Analysis: The Dynamic Rate Options track is relevant to VCE’s AgFIT pilot and potential future extension of this pilot.

Under the January 7 Ruling, PG&E will be submitting testimony supporting “stop-gap” RTP pilot extension, and there will be future opportunities for other parties to file responsive testimony and participate in hearings. PG&E’s November 6, 2025 Motion stated that its testimony on the “stop-gap” extension of the pilots may include “significant” proposed changes to HFP Pilot rate design.

Next Steps: Intervenor testimony is due March 9, rebuttal testimony is due July 10, a meet and confer will be held July 20, and a Ruling on the need for evidentiary hearings is expected August 7. PG&E’s testimony on dynamic rate pilots is due June 8, 2026, and intervenor testimony is due October 30, 2026, or 60 days after the release of the Mid-Term and M&E RTP pilot results. Evidentiary hearings, if necessary, will follow.

Additional Information: Ruling (Jan. 27, 2026); Ruling (Jan. 7, 2026); Ruling (Jan. 2, 2026); Motion for bifurcated track (Nov. 6, 2025); PG&E Testimony and Change Tables (Oct. 29, 2025); Ruling (Oct. 9, 2025); Ruling (Aug.18, 2025); Request for scoping amendment (Jun. 12, 2025); PG&E AL 7588-E (May 2, 2025); Scoping Memo (Mar. 21, 2025); Application (Sep. 30, 2024); Docket No. A.24-09-014.

PG&E 2026 ERRA Forecast
Background: The annual Energy Resource and Recovery Account (ERRA) forecast proceedings establish the amount of the Power Charge Indifference Adjustment (PCIA) and other non-bypassable charges (NBCs) for the following year, as well as fuel and purchased power costs associated with serving bundled customers that utilities may recover in rates.

Recent Developments: On January 15, CalCCA filed an Application for Rehearing (AFR) of D.25-12-027 and PG&E filed a Response on January 27. The AFR challenges, as legal error, the Commission’s use of the new methodology established in the PCIA-ERRA Reform proceeding in June 2025 to adjust the valuation of the market-price benchmark for Resource Adequacy in the Power Charge Indifference Adjustment in this proceeding. The AFR also addresses the valuation of PG&E’s pre-2019 banked RECs in this proceeding and requests an oral argument. Additionally, PG&E recently filed two advice letters required by D.25-12-027: 7820-E addressing PG&E’s implementation of an “interim” Slice-of-Day methodology for valuing the capacity in its PCIA portfolio, and 7829-E addressing PG&E’s tracking of the pre-2019 banked RECs it will use for bundled customers Renewables Portfolio Standard compliance in 2026.

Analysis: The AFR challenges several key components of the ERRA Forecast rates which resulted in rate increases of 24% for residential customers and 65% for residential CARE customers.

Next Steps: If the AFR’s request for oral argument is granted, parties will be notified at least 10 days in advance.

Additional Information: PG&E Response (Jan. 27, 2026); CalCCA Application for Rehearing (Jan. 15, 2026); PG&E AL 7797-E (Dec. 30, 2025); D.25-12-027 (Dec. 23, 2025); Scoping Ruling (Oct. 29, 2025); PG&E Fall Update (Oct. 15, 2025); Ruling (Sep. 24, 2025); Scoping Memo and Ruling (Jul. 31, 2025); PG&E 2026 ERRA Forecast Application (May 15, 2025); Docket No. A.25-05-011.

PCIA/ERRA Reform
Background: This Rulemaking considers updates and reforms to the Energy Resource and Recovery Account (ERRA) and Power Charge Indifference Adjustment (PCIA) rules and processes with the objectives of improving existing rules, mitigating rate volatility, and ensuring indifference among bundled and departing customers. Track 1 concluded in 2025, 043

3 Track 2’s scope was revised to consider issues related to the valuation of pre-2019 RECs arising from 2026 ERRA forecast proceedings, and an additional Track 3 will be initiated later in 2026 to review broader issues.

Recent Developments: The Track 2 prehearing conference was held on January 23. An Amended Scoping Memo was issued on February 3 formalizing the Track 2 issued related to the IOUs’ use of pre-2019 banked RECs and their valuation in the PCIA.

Analysis: Track 2 of this proceeding was added specifically to address issues related to the IOUs’ use of pre-2019 banked RECs and their valuation with respect to ERRA proceedings and the PCIA. PG&E’s use of pre-2019 banked RECs was approved on an interim basis in its 2026 ERRA Forecast proceeding without a corresponding PCIA credit provided to departed now-CCA customers, which results in increased CCA customer costs and decreased bundled customer costs.

Next Steps: Testimony is due March 2, reply testimony is due March 23, a potential staff proposal may be issued by March 27, the evidentiary hearing (if needed) begins April 28, any settlement is due May 15, and a proposed decision is expected by July 31.

Additional Information: Amended Scoping Memo (Feb. 3,2026); Ruling (Dec. 26, 2025); CalCCA Petition for Writ of Review (Dec. 1, 2025); D.25-06-049 (Jun. 27, 2025); Scoping Memo (Apr. 8, 2025); ALJ Ruling (Mar. 21, 2025); Ruling & Staff Report on RA MPB (Feb. 26, 2025); OIR (Feb. 26, 2025); Docket No. R.25-02-005.

RA Rulemaking
Background: This proceeding is the successor to R.23-10-011, and it will address the 2027 and 2028 RA compliance years, local RA obligations for the 2027-2029 and 2028-2030 compliance years, further refinements to the 24-hour Slice-of-Day (SOD) framework. Track 1 will consider accreditation for long-duration energy storage, unforced capacity outage rates for thermal resources, accreditation for solar and wind resources, and transactability within the SOD framework during the first half of 2026. Track 2 will address the planning reserve margin and coordination with the integrated resource plan proceeding.

Recent Developments: Track 1 proposals were filed by parties on January 23. Proposals from PG&E, CalCCA, and other parties supported allowing energy-only resources to count towards the charging sufficiency of energy storage resources. CalCCA also proposed coordination with the California Energy Commission to separate data center load from the RA forecast and to only use actual load rather than forecast load to set RA obligations. One group of Joint Parties proposed a methodology for including long-duration energy storage resources (i.e., resources that discharge over 8 or more hours) in the SOD framework, and CalAdvocates’ proposed a method for addressing multi-day storage resources that have a charge and discharge cycle longer than 24 hours.

Analysis: Track 1 proposals on counting energy-only resources towards energy storage charging sufficiency will increase the flexibility of charging storage resources, enable more storage resources to be fully valued for RA, and make more efficient use of energy-only resources. Proposals addressing long-duration and multi-day storage resources will fill additional regulatory gaps in the SOD framework, improve alignment between the RA requirements and the reliability procurement requirements, and enable LSEs to plan for the future RA compliance needs when these resources eventually come online.

Next Steps: A workshop on party proposals will be held on February 10-11. An Energy Division report on RA transactability issues is due February 6, transactability proposals are due February 20, and a workshop on transactability will be held February 24. Opening comments on party proposals are due March 6, and reply comments are due March 20. A Track 1 proposed decision is expected in May 2026.

Additional Information: Demand Response Load Impact Protocols (LIP) Filing Guide (Dec. 23, 2026); Scoping Memo (Dec. 12, 2025); OIR (Oct. 15, 2025); Docket No. R.25-10-003.

PG&E 2027 Phase 1 GRC
Background: Phase 1 General Rate Case (GRC) proceedings determine PG&E’s overall revenue requirement and classification of costs by function for a set period (in this case, 2027-2030).

Recent Developments: On January 16, an ALJ Ruling extended the deadline for intervenor and rebuttal testimony on post-2027 electrical undergrounding to February 27 and April 14, respectively. The extension accounts for filing deadlines on related topics established in Resolution SPD-37. On January 26, the Assigned Commissioner issued an Amended Scoping Memo and Ruling expanding the scope to include SB 254’s provisions on wildfire mitigation accounting and requesting party comments. On February 3, the ALJ issued a ruling requiring PG&E to file supplemental information by February 13 addressing the questions in the ruling related to various issues including overhead maintenance and poles, vegetation management, new business, transformer purchases, clean energy strategy, data centers, and historical and forecast demand data.

Analysis: N/A; CCA issues to be addressed in intervenor testimony due February 13. 044

4 Next Steps: Comments on the amended scope are due February 6. Intervenor testimony on most issues in this proceeding is due February 13; intervenor testimony on post-2027 electrical undergrounding is due on February 27.

PG&E will also file supplemental information by February 13 addressing the questions in the February 3 ruling.

Additional Information: Amended Scoping Memo and Ruling (Jan. 26, 2026); Ruling (Jan. 16, 2026); Resolution SPD-37 (Dec. 10, 2025); Ruling (Nov. 24, 2025); CalAdvocates/SBUA Motion (Nov. 6, 2025); Ruling (Sep. 25, 2025); Scoping Memo and Ruling (Jul. 31, 2025); Application (May 16, 2025); Docket No. A.25-05-009.

RPS Rulemaking
Background: This proceeding addresses ongoing Renewables Portfolio Standard (RPS) requirements, including legislative mandates, and other matters related to the purchase of renewable energy. This proceeding is the forum for review of VCE’s RPS Procurement Plan and RPS Compliance reports.

Recent Developments: On January 26, VCE’s Amended Confidentiality Motion was filed, as required by D.25-12-025.

Analysis: N/A.

Next Steps: A ruling establishing the requirements for the 2026 RPS Procurement Plan filing is expected in May.

Additional Information: VCE Amended Confidentiality Motion (Jan. 26, 2026); D.25-12-025 (Dec. 26, 2025); VCE RPS Compliance Report (Aug. 1, 2025); VCE 2025 Draft RPS Plan (Jun. 30, 2025); Ruling on 2025 RPS Plans (Apr. 17, 2025); Notice of RPS Plan Approval (Apr. 3, 2025); Scoping Memo and Ruling (May 9, 2024); OIR (Feb. 1, 2024); Docket No. R.24-01-017.

PG&E 2024 ERRA Compliance
Background: The annual ERRA Compliance proceeding reviews the utility’s compliance with CPUC-approved standards for generation-procurement and cost recovery activity occurring in the prior year, such as energy resource contract administration, least-cost dispatch, fuel procurement, and balancing account entries.

Recent Developments: A Ruling revising the procedural schedule was issued on February 2, requiring PG&E to file supplemental testimony on March 11, 2026, and parties to file supplemental reply testimony on April 10.

Analysis: Supplemental testimony will address customer-specific vintaging associated with customers who have opted out of CCA service, then opted back in to CCA service, then moved within the incumbent CCA service area.

Next Steps: PG&E will file supplemental testimony on March 11.

Additional Information: Ruling (Feb. 2, 2026); Ruling requiring supplemental testimony (Dec. 22, 2025); Joint Status Conference Statement (Nov. 25, 2025); Scoping Memo and Ruling (May 2, 2025); PG&E 2024 ERRA Compliance Application (Feb. 28, 2025); Docket No. A.25-02-013.

PG&E Billing System Modernization
Background: This proceeding addresses PG&E’s plan to upgrade its legacy billing system, some portions of which date back to the mid-1990s. PG&E proposed a three-stage upgrade that would ultimately be complete in Q4 2029 and cost an estimated $761.3 million.

Recent Developments: The ALJ issued an email Ruling on February 3 cancelling the evidentiary hearings scheduled for February 9 - 11, and notifying parties that a subsequent ruling will be issued for party input on a revised proceeding schedule and supplemental testimony.

Analysis: PG&E noted during the February 3 status conference that it now anticipates delays in BMI project milestones (specifically, it is now targeting a deployment date for the end state billing solution in Q2 2030 rather than Q4 2029, as originally anticipated). In light of this change, parties advocated for supplemental testimony and a delay in hearings, which the ALJ granted.

Next Steps: A ruling is expected soon requesting party input on a revised proceeding schedule and supplemental testimony.

Additional Information: Ruling (Feb. 3, 2026); Ruling (Dec. 12, 2025); Ruling (Nov. 18, 2025); Ruling (Sep. 11, 2025); Joint Case Management Statement (Aug. 20, 2025); D.25-08-008 (Aug. 19, 2025); Joint CCA Testimony (Jun. 30, 2025); Scoping Memo (Mar. 27, 2025); Application (Oct. 23, 2024); Docket No. A.24-10-014.

Distribution Interconnection Rules
Background: This rulemaking will review and refine distribution-level interconnection rules under Electric Rule 21, particularly those for distributed energy resources (DER) for PG&E, SCE, SDG&E and the small and multijurisdictional electric utilities.

Recent Developments: The prehearing conference was held on January 16. On January 20, the Commission issued Draft Comment Resolution E-5436: Increased Funding to Maintain and Expand the California Distributed Generation Statistics Website and Orders to Improve Data Collection Quality in the Investor-Owned Utilities’ Online Interconnection Application Interfaces. The Draft Resolution increases funding for the Distributed Generation Statistics Website to $2.6 045

5 million under a three-year contact and directs the large IOUs to revise their online interconnection application websites to resolve ongoing data quality issues and increase the comprehensiveness of available data.

Analysis: The Distributed Generation Statistics Website provides policymakers, customers, and installers with current information from interconnections applications submitted to the large IOUs. The increased funding and other updates under this Draft Resolution will improve the website’s usefulness for planning with near-real time data on and increase the speed of processing interconnection applications.

Next Steps: The Draft Resolution may be heard as early as the February 24 Commission meeting. A scoping memo and ruling is expected.

Additional Information: Draft Comment Resolution E-5436 (Jan. 20, 2026); OIR (Jul. 25, 2025); Docket No. R.25-08- 004.

City and County of San Francisco Municipalization
Background: The City and County of San Francisco (SF or City or CCSF) filed this Petition in 2021 for a determination by the CPUC of just compensation for acquisition by the City of PG&E property (PG&E distribution system within SF transmission assets needed for operational control, a substation and related assets) pursuant to Public Utilities Code §1401-1421.

Recent Developments: A January 12 ALJ Ruling partly granted CCSF’s Motion to compel PG&E responses, requiring PG&E to provide to CCSF current (2021) revenue and rate base data that PG&E has already provided to Commission Staff, but denying the remainder of the request. On February 2 parties filed comments on updating the procedural schedule.

Analysis: N/A.

Next Steps: Reply comments on updating the procedural schedule are due February 12, and the updated schedule for testimony will be specified in a future ruling.

Additional Information: Ruling on CCSF Motion to Compel (Jan. 12, 2026); D.25-10-039 (Nov. 6, 2025); Amended Scoping Memo (Jul. 1, 2025); Petition (Jul. 27, 2021); Docket No. P.21-07-012.

Utility Safety Culture Assessments
Background: This rulemaking will define safety culture concepts and determine how the safety culture of PG&E and other utilities in California will be assessed and evaluated. The CPUC’s Office of Energy Infrastructure Safety will conduct annual wildfire safety-specific assessments of investor-owned utilities as required by AB 1054, and an independent third-party evaluator will conduct safety culture assessments every five years per SB 901. Phase 1 of this proceeding focused on developing safety culture assessments for the large electric and natural gas IOUs, and Phase 2 will develop safety culture assessments for small multi-jurisdiction utilities (SMJUs) and the gas storage operators.

Recent Developments: Party proposals on utility safety culture assessment for SMJUs and gas storage operators were submitted on January 30, and an ALJ Ruling scheduled a workshop on February 6 for presentations on party proposals.

Analysis: N/A.

Next Steps: A workshop on SMJU and gas storage safety culture assessment proposals will be held February 6. PG&E’s first third-party evaluation is scheduled for August 1, 2028. Annual reports are due August 1 of each year between third-party evaluations.

Additional Information: Ruling (Jan. 27, 2026); Scoping Memo and Ruling (Aug. 26, 2025); D.25-01-031 (Jan. 23, 2025); OIR (Oct. 7, 2021); Docket No. R.21-10-001.

Climate Credit OIR
Background: This rulemaking will explore potential approaches to maximize the effectiveness at supporting customer affordability of cap-and-trade program proceeds returned to electric consumers via the state Climate Credit. The proceeding is divided into two tracks, and the current Track 1 has a Phase 1A and a Phase 1B. Phase 1A will address the timing of the distribution of climate credits in 2026 and Phase 1B will address broader changes in the residential Climate Credit.

Recent Developments: On February 3, the Assigned Commissioner issued a Scoping Memo and Ruling defining the issues for Phase 1A and Phase 1B and requesting comments on questions in the Ruling. In Phase 1A, the CPUC expects to issue a proposed decision in mid-February directing the IOUs to pause distribution of 2026 climate credits until a second decision later in Phase 1A determines whether moving the 2026 Climate Credits to a high-billed month or months would benefit customer affordability.

Analysis: The changes to the state’s Climate Credit under consideration in this proceeding may impact customer electric bills in multiple ways. The immediately forthcoming proposed decision will temporarily halt Climate Credit distributions this year pending further consideration of potential changes over the next couple of months. Potential changes to the Climate Credit under consideration in Phase 1B are focused on affordability and include eligibility to receive the credit, the timing of its distribution, number of annual distributions, and the methodology used to calculate the credit. 046

6 Next Steps: A proposed decision pausing distribution of 2026 Climate Credits is expected no later than February 13.

Comments on questions presented in the ruling are due March 2 and reply comments are due March 9. A proposed decision on moving the 2026 Climate Credits to a high-billed month is expected by March 27.

Additional Information: Scoping Memo and Ruling (Feb. 3, 2026); Ruling (Oct. 31, 2025); OIR (Aug. 20, 2025); Docket No. R.25-07-013.

Disconnections and Reconnections
Background: This proceeding addresses approaches to the disconnection and reconnection of electric customers with a focus on improving energy access and cost containment.

Recent Developments: No recent developments.

Analysis: N/A.

Next Steps: Heat-based disconnection threshold proposals must be implemented by May 1.

Additional Information: CBO Pilot Recommendations (Dec. 11, 2025); Ruling granting extension (Oct. 21, 2025); Ruling (Oct. 13, 2025); D.25-06-012 (Jun. 17, 2025); Phase 2 Scoping Memo (Jul. 15, 2022); OIR (Jul. 20, 2018); Docket No.

R.18-07-005.

EV Rates & Infrastructure
Background: This rulemaking is the successor to R.18-12-006 and will focus on issues related to 1) timely energization of electric vehicle (EV) charging, 2) transportation electrification grid planning to support charging infrastructure deployment, 3) deployment of behind-the-meter (BTM) charging infrastructure to support state goals, 4) vehicle-grid integration (VGI), and 5) ongoing transportation electrification policy development and collaboration.

Recent Developments: No recent developments.

Analysis: N/A.

Next Steps: The Technical Assistance Program Handbook is due April 6.

Additional Information: D.25-12-005 (Dec. 5, 2025); Ruling (Oct. 14, 2025); Ruling (Oct. 1, 2025); PG&E Mid-Term Report (Sep. 15, 2025); Joint Report on the CPUC’s Submetering and Telematics Workshop (Jun. 16, 2025); Joint Report on the Vehicle-Grid Integration Workshop (Jun. 16, 2025); Scoping Memo and Ruling (Apr. 12, 2024); OIR (Dec. 20, 2023); Docket No. R.23-12-008.

Building Decarbonization
Background: This proceeding explores reduction of greenhouse gas (GHG) emissions associated with energy use in buildings. The current Phase 4 will consider whether modifications to electric line extension rules would assist under-resourced customers, electric baseline allowance modifications to encourage building decarbonization, and new programmatic approaches to building decarbonization.

Recent Developments: No recent developments.

Analysis: N/A.

Next Steps: N/A.

Additional Information: PG&E AL 7642-E (Jul. 15, 2025); D.25-06-034 (Jun. 20, 2025); PG&E AL 5074-G/7615-E (Jun. 5, 2025); Scoping Memo and Ruling (Jul. 1, 2024); OIR (Feb. 8, 2019); Docket No. R.19-01-011.

Other Dockets
The following table identifies other tracked dockets that are closed or inactive.

Docket Name Status
A.25-03-015 Diablo Canyon 2026
This proceeding was closed by D.25-12-007, but reopened in response to two Applications for Rehearing (SLOMFP, CARE).

R.20-05-003 IRP
This proceeding was superseded by the new IRP docket, but it remains open to consider the additional procurement requested in ACP-CA’s July 2025 Motion, which is expected to be resolved in Q1 2026.

R.19-09-009 Microgrids
D.24-11-004 adopting implementation rules for multi-property microgrid tariffs and closing the proceeding was issued November 18. Proceeding reopened for pending Application for Rehearing and Petition for Modification. 047

7 R.23-03-007 Wildfire Fund NBC
2024-2026
D.25-12-006 set the 2026 Wildfire NBC at $5.91/MWh - a slight decrease from the 2025 WF NBC charge of $5.95/MWh.

A.22-05-002
Demand Response
Programs (2023-
2027)
D.24-04-006, issued April 24, 2024, ended the Demand Response Auction Mechanism (DRAM) pilot programs of PG&E, SCE, and SDG&E and closed the proceeding. The proceeding was reopened to consider a pending Application for Rehearing.

A.21-06-021 PG&E 2023 Phase
1 GRC
A Proposed Decision to close this proceeding is scheduled to be heard at the February 26 Commission meeting.

A.22-02-015 PG&E 2021 ERRA
Compliance
This proceeding was closed in June 2025 with issuance of D.25-06-045, but was reopened in response to an August 2025 Application for Rehearing.

R.21-03-011 POLR The proceeding was closed in January 2026 with issuance of D.26-01-022. 048
Item 10

VALLEY CLEAN ENERGY ALLIANCE
Staff Report – Item 10
TO: Board of Directors
FROM: Alisa Lembke, Board Clerk / Administrative Analyst SUBJECT: Summaries of Community Advisory Committee’s (CAC) December 18, 2025 and January 22, 2026 meetings, and copies of 2025 Task Group Year End Reports DATE: February 12, 2026
This report summarizes the Community Advisory Committee’s meetings held in person and via Zoom webinar on December 18, 2025 and January 22, 2026.

Thursday, December 18, 2025 Meeting:

A. Review and approve CAC Draft 2025 Task Group Year-end Reports. Each Task Group prepared a draft 2025 year-end report summarizing their activities, accomplishments, challenges and future opportunities. The CAC approved the 1) Legislative & Regulatory, 2) Programs & Outreach, 3) Bioenergy, and 4) Strategic Plan Task Group 2025 Year-End Reports. (7-0-0) Attached for the Board’s information are the Year-end Reports.

B. Review draft CAC Local Energy Task Group “Charge”. The CAC reviewed the first draft of the newly formed Local Energy Task Group “Charge”. The CAC and Staff provided their input on the draft. The final draft will be presented to the CAC at their next meeting along with other draft Task Group Charges.

C. Formation of 2026 Task Groups. The CAC briefly discussed what Task Groups should be formed in 2026. The CAC resolved to reaffirm the formation of the Legislative & Regulatory and Programs & Outreach Task Groups for 2026. (7-0-0) At the CAC’s October 23, 2025 meeting, the Local Energy Task Group (LETG) was formed for 2026.

Staff asked that each Task Group prepare a draft Charge for review and feedback for the CAC’s next scheduled meeting.

D. Election of Chair and Vice Chair for 2026. Keith Taylor will serve as Chair and Rahul Athalye will serve as Vice Chair for 2026.

Thursday, January 22, 2026 Meeting:

E. Review and approve draft 2026 CAC Task Group Charges. The CAC reviewed and approved the draft Charges for each of the 2026 Task Groups. (6-0-0) A summary of each Task Group Charge follows:
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2 1. Legislative & Regulatory: Provide feedback, recommendations on potential VCE positions on legislation, and technical and strategic input to VCE staff on key legislative and regulatory issues facing VCE and the CCA community in general in 2026.

2. Programs & Outreach: Assist in the development of public information strategies, planning, and materials related to VCE customer marketing, outreach, policies, and programs.

3. Local Energy: Compile and organize educational materials on LER technologies and applications that could be appropriate for VCE’s service area and identify potential Local Energy Resources (LER) applications that would be beneficial in VCE’s territory and will develop brief initial descriptions.

F. Receive Power Portfolio update. Staff provided an update of VCE’s Power Portfolio. CAC members and Staff discussed items such as: compliance periods, power procurement, load forecast, and portfolio performance.

G. Receive 2025 year in review: Customer Care and Marketing. The CAC received highlights of customer care, marketing and programs in 2025. Staff provided an overview of the current and past programs and detailed information about Customer interaction and participation in UltraGreen and programs. CAC Members and Staff discussed items such as: Opt Out rate, savings to customers and how to get this information out to VCE’s customers, and Phase 2 of the Electric Vehicle program “Charge Your Ride”.

Attachments:

1. Legislative and Regulatory Task Group 2025 Year End Report

2. Programs and Outreach Task Group 2025 Year End Report

3. Bioenergy Task Group 2025 Year End Report

4. Strategic Plan Task Group 2025 Year End Report
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Item 6

VALLEY CLEAN ENERGY

COMMUNITY ADVISORY COMMITTEE

LEGISLATIVE & REGULATORY TASK GROUP (LRTG)
2025 YEAR END REPORT
Members: Lorenzo Kristov
Jennifer Rindahl (until November 2025)
Rahul Athalye
Ari Halberstadt
Keith Taylor
Primary Staff Contacts: Mitch Sears, Yvonne Hunter
2025 Charge:

Work with VCE staff and VCE’s lobbyist to:
• Provide feedback, technical information and strategic advice to VCE staff on key legislative and regulatory issues facing VCE and the CCA community in general in 2025, including legislation and regulatory issues related to VCE’s Legislative and Regulatory Platform, Strategic Plan and Environmental Justice Statement. • Provide periodic reports to the CAC about legislation and regulatory issues. • Lead CAC discussions to solicit recommendations from the CAC to inform VCE positions on key legislation and regulatory proceedings. • Contribute to VCE’s engagement with legislators, regulatory proceedings and other stakeholders.
• Receive periodic updates about and discuss CalCCA legislative and regulatory priorities, emphasizing how VCE can most effectively contribute. • Discuss and evaluate potential 2026 Legislative and Regulatory Platform positions related to transport electrification and consideration of wildlife, open space and other impacts of new generation and storage facilities. • Work with staff to periodically review and update VCE’s Legislative and Regulatory Platform for consideration by the CAC and the VCE Board.

Highlights of Activities and Accomplishments in 2025
During 2025, the Leg/Reg Task Group met bi-weekly with staff and VCE’s lobbyist and worked closely with them. During 2025 the Task Group:

1. Reviewed pending legislation; provided feedback, technical and policy information, and strategic guidance on legislative and regulatory issues; discussed and recommended VCE positions and legislative strategies for pending legislation and regulatory issues. Salient energy related issues for the Legislature in 2025 included energy affordability, wildfire risks and costs (following the Los Angeles fires in January), safety of utility-scale batteries (following the Moss Landing fire), and uncertainties around the growth and impacts of extremely large loads (data centers) anticipated in the next several years. Special attention 051
Item 6
was devoted to discussing and advising on how best to engage legislators and regulators on issues of key importance to CalCCA and VCE.

2. Reviewed and discussed California state budget issues that affect matters of concern to VCE and all CCAs. For example, after the successful Demand Side Grid Services (DSGS) demonstration program in the summer, a program utilizing customer participation to provide grid relief during extreme peak load conditions, funding for the program was cut from the final budget. Restoration of DSGS funding is expected to be a 2026 legislative issue, as well as other measures to advance customer-side participation in and compensation for electric grid support.

3. Discussed and provided input on selected regulatory proceedings of interest to VCE. These included PCIA, the Self-Generation Incentive Program (SGIP) and Resource Adequacy (RA) proceedings. Other proceedings discussed by the LRTG included the following. • In the CPUC RA proceeding on the new Slice of Day structure, the CPUC rejected proposals by CalCCA and CCAs including VCE, to allow hourly trading of capacity between LSEs, a measure which could have reduced VCE’s RA costs. • In the SGIP proceeding, VCE, CalCCA, and other CCAs advocated for changes to make CCA customers eligible to receive SGIP benefits, and the IOUs supported these changes. However, the CPUC denied the relevant Advice Letters submitted by CCAs. • The current CPUC Integrated Resource Planning (IRP) proceeding, which requires VCE to file its own plan, was delayed during the year and will be a major topic in 2026. • Late in the year the CPUC opened a new proceeding on Demand Response, which is at an early stage and will be continued in 2026.

4. Provided periodic updates to the CAC on key legislative and regulatory issues.

5. Received and discussed periodic updates about CalCCA legislative and regulatory activities, including critical opportunities for VCE to engage and lobby its legislators and provide input to CPUC and CEC proceedings.

6. Discussed proposed legislation to implement the Pathways Initiative (SB 540, revised as AB 825 at end of session). The Task Group provided comments about the proposal to staff and made a presentation about it to the full CAC. Following discussion of the Pathways bill in the LRTG and at CAC meetings, VCE did not take a position on the legislation.

7. Updated the Legislative and Regulatory Platform for 2026 for review by the CAC and VCE Board, including adding positions related to transport electrification and consideration of wildlife, open space and other impacts of new generation and storage facilities.

Challenges

1. Identifying those legislative and regulatory topics where VCE has a significant interest and can make a difference given VCE’s limited resources. This is particularly challenging with regard to CPUC proceedings because there are so many that affect retail electricity customers, they continue to proliferate, they are extremely chronophagic and there is no VCE staff person assigned to track regulatory activities.

2. How to be most effective in the legislative and regulatory arenas given VCE’s limited resources.
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3. How best to respond to the often negative views of CCAs by regulatory agencies and some legislators and change the narrative to a positive message about the role of CCAs in the energy landscape.

Opportunities

1. Play a role in educating VCE staff, the CAC, VCE board and CalCCA about policy and regulatory developments and ways to advance opportunities and benefits for deploying distributed energy resources (DER). For example, the CPUC Integrated Resource Plan proceeding will be an important venue in which to explore beneficial DER projects, since VCE must prepare and file its own IRP. In 2026 the new CAC Local Energy Task Group is expected to focus on identifying and evaluating practical DER-related opportunities..

2. Continue to monitor and where feasible engage with legislative opportunities that can benefit VCE customers, such as Demand-Side Grid Support, Virtual Power Plants, and EV bi-directional charging.

3. Pursue ways for VCE to become more engaged with CalCCA and other CCAs. Of particular importance will be to work with CalCCA to educate legislators and their staff about PCIA and the negative impacts on ratepayers served by CCAs that have resulted from continual changes to the methods for determining PCIA to favor the IOU bundled service customers.

For example, CalCCA recently filed a legal action (“Writ of Review”) identifying inappropriate retroactive ratemaking in the CPUC’s latest decision on PCIA. It will be important for VCE to follow this and other relevant activities related to PCIA. 053
Item 6

VALLEY CLEAN ENERGY

COMMUNITY ADVISORY COMMITTEE

PROGRAMS & OUTREACH TASK GROUP (POTG)
2025 YEAR-END REPORT
Members: Mark Aulman
David Springer
Diccon Westworth
Primary Staff Contacts: Rebecca Kuzynski
2025 Charge:

Collaborate with VCE staff and consultants on policies, procedures and programs aimed at improving the customer experience and customer satisfaction in VCE, including:

1. Assist in the development of public information strategies, planning, and materials related to VCE customer marketing, outreach, policies and programs. As requested by staff, review draft materials and provide comments as appropriate; assist with customer-facing community outreach to, and liaison with, member communities.

2. Help define audience segments within VCE’s service area and consult on appropriate messages and communications approaches; provide a sounding board to assist in message development and copy testing. Conduct review of marketing materials at the draft (pre-release) stage upon request from staff. Assist with planning for focus groups in VCE service territory to better assess customer needs and preferences.

3. Assist with identification of statewide program opportunities and development of strategies for disseminating information on eligibility, rebate amounts, stacked incentives, and other details; assist Staff with finding and applying for external funding for potential programs.

4. Collaborate with Staff on an annual update to the 3-year Programs Plan, discuss 2025 program implementation with Staff; assist with the update of 2022 program design/implementation forms and program prioritization for implementation in 2025.

5. As requested by the Director of Customer Care and Marketing, provide outreach and messaging support for the efforts of other CAC task groups, as well as outreach to VCE's participating jurisdictions to encourage collaborative dissemination regarding programs, energy savings tips, rebates/incentives etc. on their websites and social media platforms.

6. Provide summaries and updates at monthly CAC meetings on Task Group activities. 054
Item 6
Highlights of Accomplishments:
• Assisted in the development of Phase 2 of the EV rebate pilot program (Charge Your Ride) which will provide low-income residents with EV rebates of $3500, p to $35,000 in charging incentives (per project) for multi-family properties, and enhanced customer support through Electric Advisor to help shepherd multi-family property owners through the rebate and installation process. POTG reviewed program elements several times over the course of 2025 and was instrumental in helping staff to finalize the program, including marketing and outreach strategy, program design elements, and incentive amounts.

Charge Your Ride was approved at the Board’s November 2025 meeting. • Assisted in refining Strategic Plan Goals related to Programs, Marketing, and Outreach.

The Strategic Plan was approved by the Board in 2025, after several public-facing workshops and deploying other feedback gathering tools. • POTG members continue to keep a finger on the pulse of, and help develop materials for, customer-facing materials to navigate and benefit from incentive programs such as TECH Clean California, an initiative to hasten the transition to electric space and water heating in residential homes.
• POTG members continue to brainstorm with staff on how to best support low-income households in the adoption of electrification, as well as steps VCE can take to include renters.
• Provided input on the design and marketing of programs developed through 3rd party partnerships, including:
o REDWDS or Responsive, Easy Charging Products with Dynamic Signals - Received initial approval for funding from the California Energy Commission. Implementation of this program is expected to begin in 2024.
o Smart Home Energy and Load Flexibility (SHELF) program – VCE is working with UC Davis and Panasonic to develop a program that is designed to shift residential load by offering load modification technologies along with dynamic rates, to residential customers.
• Due to limitations on staff time, POTG efforts are invaluable. Members may move forward to support staff on specific items that best suit their interests and industry expertise.

Lessons Learned – Challenges and Opportunities:

Challenges:
• Limited staff time to develop, market, and manage programs, especially as programs continue to grow in complexity and scope.
• Partnerships have proven to be time-consuming but productive.

Opportunities:
• Continue to learn from experiences of other CCAs on programs that have worked well for their customers.
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• Potential to add staff and/or hire consultants to help with program implementation. • Engage with Staff on availability of funding as reserves build. • Support Staff with specific needs as time permits, such as ideas for and review of website updates, strategies to maximize customer access to incentives, and identification of future program and outreach needs.
• Collaborate with Yolo, Woodland, Davis, and Winters Climate Action Commissions and Cool Davis.
• Potential to collaborate with other public utilities. 056
Item 6

VALLEY CLEAN ENERGY

COMMUNITY ADVISORY COMMITTEE

BIOENERGY TASK GROUP
2025 YEAR-END REPORT
Members: Danielle Ballard
Diccon Westworth
Mark Aulman
Staff Lead: N/A (was Director of Power Procurement)
Summary:

The charge of the Bioenergy Task Group is to collaborate with VCE staff on development of recommendations to the Community Advisory Committee (CAC) on bioenergy electricity generation which may be applicable to Valley Clean Energy.

Specific tasks enumerated in the 2025 charge and respective outcomes to date:

Task 1: Identify bioenergy-based power generation technologies and resources which are currently available or may become available to Valley Clean Energy. Outcome to date: While VCE potentially could benefit from the addition of baseload resources such as bioenergy to its portfolio in the 40-50MW range, adequate resources have not been identified to date. The Task Group agrees with staff that VCE could benefit from the creation of a small-scale request for information (RFI) solicitation relating to the potential availability of small, locally situated projects. There are no results to report at this time.

Task 2: Engage with external information sources including subject matter experts, relevant stakeholders, other CCAs, and others. Outcome to date: The categories of information pertinent to 2025 Task Group Charge are yet to be determined, due to the absence of an appropriate RFI solicitation.

Task 3: Provide summaries and updates at monthly CAC meetings on Bioenergy Task Group activities, including recommendations as appropriate. Outcome to date: Task Group meetings and participation by CAC members have been paused, effective December 2024, contingent on staff assessment of a RFI solicitation relating to small-scale, locally sited projects. As of December 2025, resumption of Task Group activity has not been requested by staff, and for this reason Task Group activity remains suspended. Resumption of Task Group activity may occur if requested by staff.
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Item 6
1 VALLEY CLEAN ENERGY

COMMUNITY ADVISORY COMMITTEE

STRATEGIC PLAN TASK GROUP (SPTG)
2025 YEAR END REPORT
Members: Danielle Ballard (Chair)
Lorenzo Kristov
Rahul Athalye
Ari Halberstadt
Primary Staff Contacts: Edward Burnham, Mitch Sears
2025 Charge
The CAC Strategic Plan Task Group will assist VCE Staff with the planning and development of a Major Update focusing on VCE achieving better energy outcomes for its customers and communities by guiding the organization’s actions. The original 3-year (2021-2023) Strategic Plan was approved by the Board on October 8, 2020; on July 13, 2023, the Board adopted Strategic Plan Guidelines for a comprehensive alignment “rolling” approach; and, on September 14, 2023, the Board approved the 2021-2023 strategic plan minor update and extension of the plan through the end of 2025.

Specifically, the Task Group will:
(1) conduct a more detailed comprehensive review/update, including a review of VCE’s Vision/Mission and existing goals and objectives,
(2) participate with Staff in conducting workshops at various levels of the organization, including community stakeholder engagement, to obtain input to be incorporated into the Major Update,
(3) focus on incorporating changing legislative, regulatory, customer, economic, and other requirements into the Major Update,
(4) identify changes in the overall CCA environment (economics, policy, technology, etc.) and describe their relevance for VCE,
(5) provide summaries and updates at monthly CAC meetings on Task Group activities.

Highlights of Accomplishments in 2025
During 2025, the Strategic Plan Task Group met regularly in support of the development of the 2026-2029 Strategic Plan Major Update including the following activities:
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2 1. Strategic Planning Review Framework: VCE followed its Board-adopted Strategic Plan Guidelines, which emphasize a balanced, multi-year approach for analysis of the major update.

2. Stakeholder Engagement: The Strategic Plan Task Group participated in the two public workshops focused on financial strength, procurement, community engagement, and decarbonization. STPG also included the customer survey feedback, which was distributed to over 45,000 contacts, gathering both quantitative and qualitative responses.

3. Draft Development and Iteration: The initial Major Update draft in early 2025, incorporated feedback from the Task Group, the full CAC, public workshops, and survey results. Key themes included affordability, local distributed energy resources, and support for vulnerable customers.

4. Plan Refinement: Based on input, objectives were revised to emphasize cost-effective renewable energy strategies, rate competitiveness, and community resilience. a. Notably, Goal 2 was updated to reflect current renewable energy projections, project costs, and enable VCE to develop strategies for local distributed energy resources, as described under Objective 2.3.

5. Board and CAC Review: Draft versions were reviewed by the CAC in July and August 2025, with a final Board workshop in September 2025 based on recommendations from the SPTG.

The Strategic Plan Task Group concluded with the adoption of the Strategic Plan. The Board adopted the 2026-2029 Strategic Plan at the October 14, 2025, meeting, located here. 059
Item 11
1 VALLEY CLEAN ENERGY ALLIANCE
Staff Report – Item 11
TO: Board of Directors
FROM: Rebecca Kuczynski, Chief Customer Officer
SUBJECT: Quarterly Customer Participation Update (Information) DATE: February 12, 2026

RECOMMENDATION
Receive the attached quarterly Customer Participation update reflecting the time period of October 1, 2025 through December 31, 2025 (Quarter 4 2025).

Attachment: Quarterly Report - Customer Participation update 060
Item 11 – Customer Participation Update
Status Date: 01/01/2026 1
% of Load Opted Out
Davis Woodland Winters Yolo Co Total Residential Commercial Industrial Ag NEM Non-NEM VCEA customers 28,741 20,633 2,632 10,852 62,858 54,840 6,095 11 1,912 15,455 47,403 Eligible customers 30,144 24,173 3,095 12,491 69,903 60,960 6,775 11 2,157 17,379 52,524 Participation Rate 95% 85% 85% 87% 90% 90% 90% 100% 89% 89% 90% Davis Woodland Winters Yolo Co Total Residential Commercial Industrial Ag Total % of Load Opted Out 7% 10% 12% 11% 10% 10% 10% 0% 11% 10% % of Load Opted Up 3% 1% 0% 1% 1% 0% 3% 0% 0% 1%
061
Item 11 – Customer Participation Update
Status Date: 01/01/2026 2
0 100
200
300
400
500
Qtr3 Qtr4 Qtr1 Qtr2 Qtr3 Qtr4 Qtr1 Qtr2 Qtr3 Qtr4
2023 2024 2025
Quarterly Opt-Outs

DAVIS UNINC YOLO WINTERS WOODLAND
0 50
100
150
200
Qtr3 Qtr4 Qtr1 Qtr2 Qtr3 Qtr4 Qtr1 Qtr2 Qtr3 Qtr4
2023 2024 2025
Quarterly Opt-Ups

DAVIS UNINC YOLO WINTERS WOODLAND
062
Item 11 – Customer Participation Update
Status Date: 01/01/2026 3
These pie charts are based on total opt-ups and opt-outs since launch. The percentages in the charts are the percentages of those opt-ups and opt-outs by TOT (town or territory).

Davis, 64%
Unincorp. Yolo,
16%
Woodland, 18%
Winters, 2%
551 Opt-Ups
Davis, 22%
Unincorp. Yolo,
25%
Woodland, 47%
Winters,
6%
12,755 Opt-Outs
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Item 12

VALLEY CLEAN ENERGY ALLIANCE
Staff Report – Item 12
____________________________________________________________________________________ TO: Board of Directors
FROM: Mitch Sears, Chief Executive Officer
Edward Burnham, Chief Financial Officer
SUBJECT: Update to Valley Clean Energy Employee Handbook (February 2026) DATE: February 12, 2026
Recommendation

1. Adopt a resolution for updates to the VCE Handbook, as highlighted below and detailed in Attachment 1 - Employee Handbook (February 2026) Redline.

Background & Discussion
VCE’s Employee Handbook includes policies and guidelines for human resources and benefits offered to employees. The VCE Employee Handbook is maintained to comply with the latest practices and remain competitive with compensation packages provided by other CCAs.

The Board adopted an Employee Handbook in January 2018 with an initial update in January 2019. The Handbook was updated on July 11, 2019, in coordination with legal counsel to maintain consistency with new laws and personnel requirements. The VCE Employee Handbook is updated annually to remain current.

Attachment 1 - Employee Handbook (February 2026) includes the following key updates (shown in redline highlights in the attachment):
• Parental Leave (PG 41) provides regular employees with additional paid parental leave for dedicated time to care for and nurture their newborn or newly adopted child. • Medical contribution (PG 35-36) amounts to remain competitive and parity to market rates from $2,479.00 to $2,913.00 for insurance benefits.

Staff requests that the Board approve these changes detailed in the attached Employee Handbook (February 2026) redline to maintain best human resources practices and a competitive benefits package. The 2026 budget included an increased medical benefit to maintain employee medical coverage. VCE’s legal counsel Richards Watson Gershon has reviewed and approved all changes in the attached updated Employee Handbook.

Attachments

1. Employee Handbook (February 2026) Redline

2. Employee Handbook (February 2026) Clean

3. Resolution 2026-XXX
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Employee Handbook
Updated
February 132, 20252026
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Table of Contents
Welcome To Valley Clean Energy ..............................................................................................................................5 Introductory Policies ..................................................................................................................................................6 Introduction & Future Revisions.........................................................................................................................6 Our Working Relationship ..................................................................................................................................6 Open Communication Policy ..............................................................................................................................6 Equal Employment Opportunity.........................................................................................................................6 Unlawful Harassment.........................................................................................................................................7 Employment Policies and Practices............................................................................................................................9 Classification of Employees................................................................................................................................9 Rehired/Converted Employees ....................................................................................................................... 10 Job Duties........................................................................................................................................................ 10 Work Schedules............................................................................................................................................... 10 Personnel Records........................................................................................................................................... 11 Inspection of Payroll Records.......................................................................................................................... 11 Layoffs and Work Reductions.......................................................................................................................... 11 Employment Termination................................................................................................................................ 11 Employment Verification and References....................................................................................................... 12 Timekeeping and Attendance ................................................................................................................................. 12 Punctuality and Attendance ............................................................................................................................ 12 Timekeeping Requirements for Non-Exempt Staff ......................................................................................... 13 Meal and Rest Periods for Non-Exempt Staff.................................................................................................. 13 Overtime Time Provisions for Non-Exempt Staff ............................................................................................ 13 Make Up Time for Non-Exempt Staff .............................................................................................................. 14 Exempt Employee Time Off............................................................................................................................. 14 Lactation Accommodation .............................................................................................................................. 14 Payment of Wages........................................................................................................................................... 14 Advances.......................................................................................................................................................... 15 Payroll Deductions, Wage Attachments and Garnishments........................................................................... 15 Reporting Time Pay ......................................................................................................................................... 15 066
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Payment for Hours Worked During Business Travel for Non-Exempt Staff.................................................... 15 Pay for Mandatory Meetings for Non-Exempt Staff ................................................................................... 1516 Standards of Conduct.............................................................................................................................................. 16 Professional Business Conduct and Ethics ...................................................................................................... 16 Performance Evaluations................................................................................................................................. 17 Problem Resolution ......................................................................................................................................... 19 Alcoholic Beverage Consumption.................................................................................................................... 19 Drug and Alcohol Abuse .................................................................................................................................. 19 Customer and Public Relations........................................................................................................................ 21 Confidentiality ................................................................................................................................................. 21 Conflict of Interest........................................................................................................................................... 22 Solicitation....................................................................................................................................................... 22 Media Contact................................................................................................................................................. 22 Employment of Friends or Relatives............................................................................................................ 2223 Personal Relationships in the Workplace........................................................................................................ 23 Dress Policy...................................................................................................................................................... 24 Day to Day Operations ............................................................................................................................................ 24 Employer and Employee Property................................................................................................................... 24 Electronic Systems and Privacy ................................................................................................................... 2425 Social Media Guidelines .................................................................................................................................. 25 Telephone Usage............................................................................................................................................. 27 Cell Phone Usage............................................................................................................................................. 27 Workplace Monitoring .................................................................................................................................... 28 Travel Expense Policy ...................................................................................................................................... 28 Agency Property and Equipment..................................................................................................................... 28 Personal Use of Agency Property ................................................................................................................ 2930 Driving Record and Insurance.......................................................................................................................... 30 Health and Safety ............................................................................................................................................ 30 Smoking Policies.......................................................................................................................................... 3031 Security............................................................................................................................................................ 31 Workplace Violence......................................................................................................................................... 31 Off-Duty Use of Facilities............................................................................................................................. 3132 067
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Parking............................................................................................................................................................. 32 Employee Suggestion Program........................................................................................................................ 32 Employee Benefits................................................................................................................................................... 32 Benefits............................................................................................................................................................ 32 Official Health Plan Documents....................................................................................................................... 32 Paid Time Off (PTO) ..................................................................................................................................... 3233 Holidays........................................................................................................................................................... 35 Insurance Benefits........................................................................................................................................... 35 Domestic Partners........................................................................................................................................... 38 Cal-COBRA ....................................................................................................................................................... 38 Recreational Activities and Programs.............................................................................................................. 38 Leaves of Absence ........................................................................................................................................... 38 Medical Leaves of Absence ............................................................................................................................. 39 Bereavement Leave......................................................................................................................................... 39 Bone Marrow and Organ Donation Leave....................................................................................................... 40 Civil Air Patrol Leave........................................................................................................................................ 40 Domestic Violence and Sexual Assault Victim Leave....................................................................................... 40 Jury Duty or Witness Leave ............................................................................................................................. 41 Military Leave .................................................................................................................................................. 41 Parental Leave ................................................................................................................................................. 41 Pregnancy Disability Leave .......................................................................................................................... 4142 Integration With Other Benefits.................................................................................................................. 4342 Continuation of Medical Benefits................................................................................................................ 4342 School Appearance Leave............................................................................................................................ 4342 Time Off for Victims of a Violent or Serious Crime ......................................................................................... 43 Time Off to Vote .............................................................................................................................................. 43 Volunteer Emergency Duty Leave ................................................................................................................... 43 Workers’ Compensation.............................................................................................................................. 4443 Return to Work Policy ................................................................................................................................. 4443 Receipt and Acknowledgment of VCE Employee Handbook........................................................................... 44 Receipt and Acknowledgement of VCE Handouts....................................................................................... 4645 068
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Welcome To Valley Clean Energy Alliance
DATE
Dear VCE Employee:

INSERT COVER LETTER HERE
Sincerely,
Mitch Sears
Chief Executive Officer
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Introductory Policies
Introduction & Future Revisions
We hope you will find your employment with Valley Clean Energy Alliance (“VCE” or “Agency”) to be both rewarding and challenging. Our staff are key to VCE’s success and we carefully select our new employees. This handbook is not a contract, express or implied, nor does it guarantee employment for any specific length of time.

The policies included in this handbook are guidelines only and are subject to change as VCE deems appropriate.

From time to time you may receive notice of new or modified policies, procedures, benefits, or programs. No oral statements or representations can in any way change or alter the provisions of this employee handbook.

Our Working Relationship
VCE does not offer tenure or any other form of guaranteed employment. Either VCE or the employee can terminate the employment relationship at any time, with or without cause, with or without notice. This is called Employment At Will. This employment at will relationship exists regardless of any other written statements or policies contained in this handbook or any other Agency documents or any verbal statement to the contrary.

No one except VCE’s Chief Executive Officer (CEO) can enter into any kind of employment relationship or agreement that is contrary to the previous statement. To be enforceable, such relationship or agreement must be in writing, signed by the CEO, approved by the VCE Board.

Open Communication Policy
At VCE, courtesy, tact and consideration should guide each employee in relationships with fellow workers and the public. It is mandatory that each employee show maximum respect to every other person in the organization. The purpose of communication should be to help others and to make our business run as effectively as possible, thereby gaining the respect of our colleagues and customers.

Equal Employment Opportunity
VCE is an equal opportunity employer and makes employment decisions on the basis of merit and business need. VCE’s policies prohibit unlawful discrimination based on race, color, religious creed, gender, pregnancy (or related medical condition), genetic information, genetic characteristics, gender identity, gender expression, religion, marital status, military or veteran status, age, national origin or ancestry, physical or mental disability, medical condition, sexual orientation, or any other consideration made unlawful by federal, state or local laws.

All such discrimination is contrary to VCE policy.

Reasonable Accommodation.

When necessary under the California Fair Employment and Housing Act and the Americans with Disabilities Act, VCE will reasonably accommodate an employee or applicant with a disability if the employee or applicant is otherwise qualified to safely perform all of the essential functions of the position. 070
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We will make reasonable accommodations when requested to comply with applicable laws ensuring equal employment opportunities to qualified individuals with a disability. VCE will engage in a timely, good-faith, interactive process to determine a reasonable accommodation, if any, in response to a request for reasonable accommodation by an employee or applicant with a known physical or mental disability or known medical condition. VCE will consider all requests for accommodation, but retains discretion to determine what, if any, accommodation to provide.

Unlawful Harassment
VCE intends to provide a work environment that is pleasant, professional, and free from intimidation, hostility or other offenses which might interfere with work performance. Harassment of any sort - verbal, physical, or visual - will not be tolerated. This includes both sexual harassment as well as harassment based on an employee’s status in a protected class. These classes include, but are not necessarily limited to race, color, religion, age, gender, genetic information, genetic characteristics, gender identity, gender expression, sexual orientation, pregnancy (or related medical condition), national origin or ancestry, disability, medical condition, marital status, veteran status, military status, or any other protected status defined by law. This policy also prohibits unlawful harassment based on the perception that anyone has any of those characteristics, or is associated with a person who has or is perceived as having any of those characteristics. This policy extends to unlawful harassment of VCE employees by any other VCE employees, vendors, independent contractors, customers, or others with whom employees may come into contact with during their work for VCE.

Our workplace is not limited to our facilities, but may also include customer and vendor facilities, as well as anywhere a business-related function, or social function sponsored by VCE, is taking place.

What Is Workplace Harassment?
Workplace harassment can take many forms. It may be, but is not limited to, words, signs, offensive jokes, cartoons, pictures, posters, e-mail jokes, social media communication, messages or statements, pranks, intimidation, physical assaults or contact, or violence. It may also take the form of other vocal activity including derogatory statements not directed to the targeted individual but taking place within their hearing. Other prohibited conduct includes written material such as notes, photographs, cartoons, articles of a harassing or offensive nature, and taking retaliatory action against an employee for discussing or making a harassment complaint. In addition, this policy protects employees against conduct from all individuals in the workplace, such as fellow employees, supervisors, outside customers, vendors, independent contractors, or other non-employees who conduct business with our agency.

What Is Sexual Harassment?
Sexual harassment may include unwelcome sexual advances, requests for sexual favors, or other verbal or physical contact of a sexual nature. When this conduct creates an offensive, hostile and intimidating working environment, it may prevent an individual from effectively performing the duties of their position. It also encompasses such conduct when it is made a term or condition of employment or compensation, either implied or stated and when an employment decision is based on an individual's acceptance or rejection of such conduct.

It is important to note that harassment crosses age and gender boundaries and cannot be stereotyped. Among other perceived unconventional situations, sexual harassment may involve two women or two men. Harassment 071
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may exist on a continuum of behavior. For instance, one example of harassment may be that of an employee showing offensive pictures to another employee.

Generally, two categories of harassment exist. The first, "quid pro quo," may be defined as the demand for sexual favors in exchange for improvement or continuance in your working conditions and/or compensation.

The second category, "hostile, intimidating, offensive working environment," can be described as a situation in which unwelcome sexual advances, requests for sexual favors, or verbal or other conduct creates an intimidating or offensive environment. Examples of a hostile, intimidating, and offensive working environment include, but are not limited to, pictures, cartoons, symbols, or items found to be offensive. An employee may have a claim of harassment even if he or she has not lost a job or other economic benefit.

Responsibility
All VCE employees, and particularly supervisors, have a responsibility for keeping our work environment free of harassment. Any employee who becomes aware of an incident of harassment, whether by witnessing the incident or being told of it, must report it to their immediate supervisor, the CEO or a management representative with whom they feel comfortable. When supervisors become aware of the existence of conduct that could violate this policy, they are obligated to take prompt and appropriate action, whether or not the recipient of the harassment wants VCE to do so.

Reporting
If you believe you have been harassed by any agency employee, customer, contractor, or other business contact, you are required to report it to your supervisor or any other member of management. While we encourage you to communicate directly with the alleged harasser, and make it clear that the harasser's behavior is unacceptable, it is not required that you do so. It is essential, however, to notify a member of management immediately even if you are not sure the offending behavior is considered harassment. Any incidents of harassment must be immediately reported. At any time if you feel that you are in immediate harm and do not have time to contact either the CEO or your supervisor, seek assistance from any management representative.

Appropriate investigation and disciplinary action will be taken. All reports will be promptly investigated.

However, confidentiality cannot be guaranteed. Any employee found to have harassed any employee will be subject to severe disciplinary action up to and including termination. VCE will also take any additional action necessary to appropriately remedy the situation. Retaliation of any sort will not be permitted. No adverse employment action will be taken for any employee making a good faith report of alleged harassment.

All employees must report any incidents immediately so that complaints can be quickly and fairly resolved. The California Department of Fair Employment and Housing (“DFEH”) investigates and may prosecute complaints of harassment. Whenever an employee thinks he or she has been harassed or that he or she has been retaliated against for resisting or complaining, that employee may file a complaint with the DFEH. The nearest DFEH office is listed in the telephone book or on-line.

Harassment and Retaliation Prohibited
VCE prohibits any form of harassment on a protected basis that impairs an employee’s working ability or emotional well-being at work. VCE also prohibits any employee from retaliating in any way against anyone who has raised any concern about harassment or discrimination against another individual. We will investigate any 072
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complaint of harassment, discrimination, and retaliation and will take immediate and appropriate disciplinary action if any such conduct has been found within the workplace.

Employment Policies and Practices
Classification of Employees
A new hire will be classified as either “exempt” or “non-exempt.” Non-exempt employees are entitled to overtime pay for hours worked in excess of forty (40) hours per workweek.

Exempt employees are those employees whose duties and responsibilities allow them to be “exempt” from provisions as provided by the Federal Fair Labor Standards Act (FLSA) and any applicable state laws. If you are an exempt employee, you will be advised that you are in this classification at the time you are hired, transferred, or promoted. Participation in VCE’s benefits programs may be affected by your employment status or classification.

All employees of VCE whether exempt, non-exempt, full-time, part-time, or temporary are employed at-will.

1. The EXEMPT status applies to certain administrative, professional, and executive staff. Exempt employees qualify for exemption from overtime regulations under state and federal law and their salaries already take into account that they may work long hours.

2. The NON-EXEMPT status applies to all other regular employees. Non-exempt employees receive extra pay for overtime work (as described in the overtime section of this employee handbook). Employees working in non-exempt positions are compensated for the actual amount of time spent on their job and are entitled to receive time and one-half (1 ½) their regular rate of pay for each hour worked in excess of forty (40) hours in a work week.

3. FULL-TIME employees work on a regular basis for at least 40 hours per week. Full-time employees may or may not be EXEMPT. They are eligible for all benefits available through work at VCE, so long as they meet the applicable requirements, such as length of service.

4. PART-TIME employees are regularly scheduled to work fewer than 40.0 hours per week. Part-time employees who are regularly scheduled to work a minimum of 30 hours per week are entitled to all benefits as explained later in this employee handbook according to a prorated formula based on their average hours worked compared to a standard 40.0 hour workweek. Part-time employees who are regularly scheduled to work less than 30 hours per week are not eligible for benefits covered in this employee handbook, other than those required by law or as stipulated in writing signed by the CEO.

5. TEMPORARY EMPLOYEES are hired with the understanding that their employment will not continue beyond a stated date or beyond completion of a specified project or projects. Temporary employees will generally not be employed for more than 6 months. Temporary employees are not eligible for benefits covered in this employee handbook, other than those required by law or as stipulated in writing signed by the CEO.

6. INTERNS are employees who are gaining supervised practical experience in a professional field. Interns may be paid, but are not eligible for any benefits listed in this employee handbook except as required by law.
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Recruitment
VCE will conduct an appropriate recruitment, depending on the needs of the organization and the position involved. Open positions may or may not be posted to solicit outside candidates. If you are aware of a vacancy and are interested in being considered for the position, you should discuss the matter with your current supervisor.

Rehired/Converted Employees
If you meet eligibility requirements for rehire at the time of your separation from VCE, you may apply for any open position for which you are qualified. Former employees will be considered along with all other applicants, and have no greater chance of being selected for employment than all other applicants.

If you are rehired by VCE or convert from part-time to full-time status, your length of service with VCE for all purposes will be calculated from the rehire date or the date of conversion to full-time status.

Employees who are involuntarily terminated for performance reasons or for violation of agency policy are ineligible for rehire. In addition, employees who voluntarily resign may still be ineligible for re-hire if VCE learns of circumstances that would have justified termination for performance-based reasons regardless of when that information is acquired.

Job Duties
Your supervisor will explain your job responsibilities and the performance standards expected of you. Your job responsibilities may change at any time during your employment; for example you may be asked to work on special projects or to assist with other work necessary or important to the operation of VCE. It is expected that VCE will have your cooperation and assistance in performing such additional work.

VCE also may, at any time, with or without notice, alter or change your job responsibilities, reassign or transfer your position, or assign you additional job responsibilities depending on business needs.

Work Schedules
VCE’s normal business hours are 8:00 a.m. through 5:00 p.m., Monday through Friday. Your supervisor will assign your individual work schedule, and you are expected to be ready to perform your work at the start of your scheduled shift. Flexible work schedules and telecommuting may be accommodated with the approval of your supervisor. Alternative work arrangements are not an entitlement or employee benefit. A supervisor may end the arrangement at any time for any reason or without cause. All changes to normal working hours, flexible work schedules, and telecommuting arrangements should be documented with your supervisor and HR representative.

On occasion, work schedules may fluctuate with customer demand and business needs. If a change in your work schedule is required, your supervisor will notify you at the earliest opportunity. You may be required to work overtime or hours other than those normally scheduled. Exempt employees are required to work as many hours as are necessary to complete the responsibilities of their positions. 074
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Personnel Records
A personnel file will be confidentially maintained for each VCE employee. You may review your personnel file during regular business hours upon making a request to the CEO. An appointment will be made for the purpose of allowing the review.

VCE will treat your personnel records as confidential and private. However, there are certain times when information may be given to a person outside VCE. These include:

1. In response to a subpoena, court order, or order of an administrative agency;

2. To a governmental agency as part of an investigation by that agency of VCE’s compliance with applicable law;

3. In a lawsuit, administrative proceeding, grievance, or arbitration in which you and VCE are parties;

4. In a workers’ compensation proceeding;

5. To administer employee health benefit plans;

6. To a health care provider, when necessary;

7. To a first aid or safety personnel, when necessary; and

8. Information will be disclosed to prospective employers in accordance with the section on Employment Verification and References.

Please promptly notify the CEO of any changes in your personal data. Keeping your file up-to-date can be important with regard to pay, deductions, benefits and other matters. Coverage or benefits that you and your family may receive under VCE’s benefits package could be negatively affected if the information in your personnel file is incorrect.

Inspection of Payroll Records
Employees and former employees have the right to inspect and obtain copies of their own payroll records as required by applicable law. All requests must be submitted in writing to VCE’s CEO. Responses will be provided as required by law. Individuals who make a request may be asked to provide identification and may be required to pay for the cost of making the copies.

Layoffs and Work Reductions
VCE may implement layoffs. Employees will be selected for layoff at VCE’s discretion based on a combination of factors, including, but not necessarily limited to: business needs, employee performance and productivity, qualifications, attendance, attitude, ability and willingness to work the required days and hours, and the ability to work cooperatively with others in the affected work unit.

The weight given to the above factors may vary depending upon the particular needs of the affected work unit and VCE as a whole at the time of the layoff.

Employment Termination
VCE strives to ensure a smooth transition for employees leaving VCE.

VCE and its employees have an employment relationship that is known as “employment at will.” This means that employees are not required to work for VCE for any set period of time nor is VCE required to employ individuals 075
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for any specific length of time. The statements made in this policy do not alter, modify or limit the employment at will relationship. An “at-will” employee is subject to termination of employment at any time VCE concludes it appropriate to do so.

Involuntary separation from service means that the termination action is being initiated by VCE, rather than by the employee. In general, employees who are discharged by VCE are not eligible for rehire. However, employees who are terminated due to layoff or restructuring may be eligible for rehire or recall at VCE’s discretion.

VCE will consider you to have voluntarily terminated your employment if you do any of the following:

1. Resign from VCE;

2. Fail to return from an approved leave of absence on the date specified by VCE, or;

3. Fail to report to work or call in for 3 consecutive work days In the event that you resign voluntarily, we ask – but do not require – that you provide two weeks’ notice to allow for a smooth transition and training of any replacement personnel.

All agency property such as office equipment, credit cards, keys, manuals, computer equipment, and cell phones must be returned on or prior to the last day of employment. You should return these items to your immediate supervisor.

Final wages for time worked, plus any pay for unused but accrued PTO, will normally be paid on your last day of employment, but no later than the next regularly scheduled payday.

Employment Verification and References
When VCE receives a request for references or employment verification, VCE will disclose only the dates of employment and the title of the last position held. VCE will provide a prospective employer with your last earned wage or salary only at your written request. VCE will release additional information only with a signed authorization and waiver of liability in a form acceptable to VCE.

Only the CEO is authorized to respond to requests for employee references and verification of employment. No other supervisor or employee is authorized to provide references for current or former employees.

As an employee of VCE, all requests for information regarding another employee must be forwarded to the CEO.

Timekeeping and Attendance
Punctuality and Attendance
Regular attendance and punctuality are “essential functions” of your job. You are expected to maintain regular attendance during all scheduled work hours, report to work on a timely basis, and work through the end of your regularly scheduled workday. Chronic absenteeism or lateness will not be tolerated and will result in discipline, up to and including termination. In the event of an unscheduled absence, please abide by the following:
• You must personally call your supervisor prior to the start of your shift if you are unable to report to work, or will be late to work, on any particular day.
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• You are expected to advise another management representative of your absence if you are not able to reach your supervisor and leave a telephone number where you can be reached. • You may not have a relative or friend call in to report your absence, unless you are unable to call yourself due to a medical or other emergency.
• If you call after the start of your shift you will be considered tardy for that day. • You are expected to provide your supervisor with explanation of your absence or tardiness and inform your supervisor of the expected duration of the absence. If you are absent for medical reasons, you do not need to disclose the underlying medical condition.
• With the exception of certain extenuating circumstances, you must call in each day you are scheduled to work and will not report to work.

Repeated absenteeism or tardiness (whether excused or not) is not tolerated. Continuing patterns of absences, early departures, or tardiness - regardless of the exact number of days—may warrant disciplinary action, up to and including termination of employment. Emergency or extraordinary circumstances concerning an absence or tardiness will be considered, and we reserve the right to make an exception to this policy if, at our discretion, an exception is warranted. Repeated car failures, missing the bus, consistently failing to arrange back-up childcare or oversleeping do not constitute emergency or extraordinary circumstances. We reserve the right to determine what is considered excessive absenteeism. In all cases, we will make accommodations for qualified employees with disabilities where required by law.

If you fail to report for work for three (3) consecutive days without any notification to your supervisor, we will consider that you have abandoned your employment, and have resigned your position.

Timekeeping Requirements for Non-Exempt Staff
Applicable law requires VCE to keep an accurate record of time worked. Employee time records are official VCE records and must be accurately maintained. You must input your own time at the start and at the end of each workday, and at the start and end of each lunch hour. Completing another employee’s time record or intentionally falsifying a time record is a serious violation and may result in immediate termination of employment. If a time record needs to be corrected, both you and your supervisor must initial the change in the time record to verify its accuracy.

Meal and Rest Periods for Non-Exempt Staff
Employees will generally be provided with at least a 30-minute lunch break per day, which can be scheduled by your supervisor to best accommodate the workday.

Overtime Time Provisions for Non-Exempt Staff
As necessary, you may be asked to work overtime. Only actual hours worked in a given workday or workweek will be counted in determining which hours constitute overtime. We will attempt to distribute overtime evenly and accommodate individual schedules. A supervisor must previously authorize all overtime work. Any overtime worked without prior authorization may be grounds for discipline. We provide compensation for all overtime hours worked by non-exempt employees as follows: All hours worked in excess of forty (40) hours in one workweek will be treated as overtime.
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Hours worked for purposes of overtime do not include an unpaid meal period, or hours away from work due to PTO, sickness, holiday, jury duty, or other absences from work. No overtime compensation will be paid to exempt employees. Exempt employees may have to work hours beyond their normal schedules, as work demands require.

Make-Up Time for Non-Exempt Staff
Make-Up time is defined as when a non-exempt employee asks his or her supervisor for additional time off to attend to personal matters. If the request is granted, this time off will be without pay. If you wish to make up this missed time, you may submit a “Make-Up Time Request Form” to your supervisor before the make-up time is worked. It is within the supervisor’s discretion to grant the request. Make-Up time must be worked in the same workweek as the missed time (including prior to the missed time) in order not to incur overtime. You may not work over forty (40) hours total in the week including make-up time.

Exempt Employee Time Off
Exempt employees of VCE are paid a salary, which compensates them for working as many hours as required to complete their job duties. Exempt employees do not receive overtime pay. We realize, however, that in instances of extraordinary additional pressure or increased work hours, it may be appropriate for supervisors to recognize the exempt employee’s efforts by granting the employee extra time-off separate from and in addition to the employee’s accrued PTO time. In order to achieve consistency among supervisors and fairness to the exempt employees, supervisors should use the following guidelines when exercising their discretion to grant additional time off:

1. Limit the amount of additional time-off to no more than two days;

2. Require the employee to take the time-off in the week immediately following the increased hours whenever possible and;

3. Do not allow employees to accumulate any granted but unused time-off Lactation Accommodation
VCE will provide a reasonable amount of break time to accommodate an employee desiring to express breast milk for the employee's infant child. The break time shall, if possible, run concurrently with any break time already provided to the employee. VCE shall provide the employee with the use of a room or other location, other than a toilet stall, in close proximity to the employee's work area, for the employee to express milk in private. If special arrangements are made to provide a non-exempt employee extra time beyond her normal rest period, the time will be unpaid.

Payment of Wages
Paydays are semi-monthly, the 15th and last day of the month. There are 24 pay periods in a year. The workday (a 24-hour, consecutive period) begins at 12:01 a.m. and ends at midnight. The workweek begins on Sunday and ends on Saturday.

If a regular payday falls on a weekend or holiday, you will be paid on the first day of work prior to the regularly scheduled payday. If there is an error on your check, please report it immediately to your supervisor.

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Advances
We do not permit advances against paychecks or against unaccrued PTO.

Payroll Deductions, Wage Attachments and Garnishments
VCE makes certain deductions from every employee’s paycheck. Among these are applicable federal, state, and local income taxes, social security and Medicare taxes, state disability insurance contributions, and paid family leave contributions. By law, VCE is also required to honor legal attachments and garnishments of an employee’s wages or salaries. If your wages are attached, we will withhold the specified amount to satisfy the terms of the attachment.

Reporting Time Pay
Reporting time pay will be paid under the following conditions:

1. Reporting time pay to non-exempt is owed when you report to work at your regularly scheduled time, but you are given less than half the usual or scheduled day's work. In this case, you will be paid for at least half of the hours you were scheduled to work, but never less than two hours pay, and never more than four hours pay.

2. Reporting time pay is also owed if you are required to report to work a second time in any one (1) workday and are given less than two (2) hours work on the second reporting. In this case you will receive at least two (2) hours pay for the second appearance.

These provisions do not apply if you are on a paid “standby” or “on call” status. In some instances, you may not receive reporting time pay. Reporting time pay does not apply if public utilities fail, such as water, gas, electricity, or sewer and/or when work is interrupted by an “act of God” or other causes not within VCE’s control.

Payment for Hours Worked During Business Travel for Non-Exempt Staff Whenever possible, non-exempt employees traveling on agency business are expected to do so during normal working hours. In the very rare instance where your travel time constitutes overtime, you will be paid overtime as required by law. Non-exempt employees will be paid for all hours worked, including out of town travel time, at regular and overtime pay rates according to the law. Pay for travel time may be at a rate of pay that is less than the employee's normal rate of pay.

If you are non-exempt and traveling on business, you will not be paid for time between work assignments; e.g., if you stay the night in a hotel, pay begins when you begin to work, or are in transit. Travel is to be scheduled in advance, in writing by your supervisor, with the knowledge of the CEO.

Non-exempt travel may be approved on an as-needed basis, but only with prior authorization from your supervisor.

Pay for Mandatory Meetings for Non-Exempt Staff
VCE will pay you for your attendance at meetings, lectures and training programs if all of the following conditions are met:

1. Attendance is mandatory (i.e. required by VCE).
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2. The meeting, course, or lecture is directly related to your job.

3. You are notified of the necessity for such meetings, lectures, or training programs by your supervisor (i.e. pre-approval by management is required)
If you meet the above conditions, you will be compensated at your regular rate of pay. If you are required to travel, then travel pay will be provided. You will not receive compensation for voluntary attendance in courses that are conducted outside of normal business hours and/or that are not directly related to your current job.

Standards of Conduct
Professional Business Conduct and Ethics
By accepting employment with VCE, you have a responsibility to VCE and to your fellow employees to adhere to certain codes of behavior and conduct. The purpose of these rules is to ensure that you understand what conduct is expected and necessary. When each person is aware that he or she can fully depend upon fellow workers to follow the rules of conduct, then our agency will be a better place for everyone to work.

Generally speaking, we expect you to act in a mature and responsible way at all times. VCE values honesty in communication and personal responsibility. To avoid any possible confusion, some of the more obvious unacceptable activities are noted below. If you have any questions concerning any work or safety rule, or any of the unacceptable activities listed, please ask for an explanation.

Occurrences of any of the following violations, because of their seriousness, may result in disciplinary action up to and including immediate suspension or termination:

Unacceptable Activities:

1. Generally, conduct which is disloyal, disruptive, or damaging to VCE.

2. Falsification of timekeeping records.

3. Dishonesty; falsification or misrepresentation on your application for employment or other work records; lying about sick or personal leave; falsifying reason for a leave of absence or other data requested by VCE; alteration of agency records or other agency documents.

4. Working under the influence of alcohol or illegal drugs, including marijuana.

5. Theft or inappropriate removal or possession of agency property or the property of fellow employees; unauthorized use of agency equipment and/or property for personal reasons.

6. Possession, distribution, solicitation, sale, transfer, or use of alcohol or illegal drugs, including marijuana, in the workplace, while on duty, or while operating agency-owned vehicles or equipment.

7. Fighting, threatening, or coercing fellow employees on agency property or during working hours, for any purpose.

8. Boisterous or disruptive activity in the workplace.

9. Negligence or any careless action leading to damage of agency-owned or customer-owned property or which endangers the life or safety of another person.

10. Obscene or abusive language toward any supervisor, employee or customer; indifference or rudeness towards a customer or fellow employee; any disorderly/antagonistic conduct on agency premises. 080
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11. Insubordination or other disrespectful conduct; refusing to obey instructions properly issued by your supervisor pertaining to your work; refusal to help out on a special assignment.

12. Violation of security or safety rules or failure to observe safety rules and/or practices; failure to wear required safety equipment; tampering with VCE equipment or safety equipment.

13. Creating or contributing to unsanitary conditions in the workplace.

14. Smoking in prohibited areas.

15. Any act of harassment, sexual, racial or other; telling sexist or racist jokes; making racial or ethnic slurs.

16. Possession of dangerous or unauthorized materials, such as explosives or firearms, in the workplace.

17. Excessive absenteeism; failure to report an absence or late arrival.

18. Unauthorized absence from work station during the workday; sleeping or loitering during working hours.

19. Unauthorized use of telephones, mail system, or other agency-owned equipment.

20. Originating, spreading, or taking part in malicious gossip or rumors about employees of VCE.

21. Unauthorized disclosure of business "secrets" or confidential information; giving confidential or proprietary information to competitors or other organizations or to unauthorized VCE employees; breach of confidentiality of personnel or agency information.

22. Violation of agency rules or policies; any action that is detrimental to VCE’s efforts to operate profitably.

23. Unsatisfactory or careless work; failure to meet production or quality standards as explained to you by your supervisor.

24. Soliciting during working hours and/or in working areas; selling merchandise or collecting funds of any kind for charities or others without authorization during business hours, or at a time or place that interferes with the work of another employee on agency premises.

25. Gambling on agency property.

26. Failure to immediately report any damage or accident involving agency equipment or vehicles.

27. Failure or refusal to comply with the work schedule, including mandatory overtime.

28. Using, removing, or borrowing agency equipment or property without prior authorization.

29. The use of abusive or threatening language or actions toward anyone.

This list is not exhaustive. Rather, we ask that you keep in mind at all times the need to conduct yourself with reasonable and proper regard for the welfare and rights of all our employees and for the best interests of the agency. This statement of prohibited conduct does not alter VCE's policy of at-will employment. Either you or VCE remains free to terminate the employment relationship at any time, with or without reason or advance notice.

Performance Evaluations
VCE encourages an open dialogue between an employee and his or her supervisor on an informal, regular basis.

We believe this type of interaction increases job satisfaction for both the employee and VCE.

Formal performance evaluations will be conducted annually or with frequency dependent on length of service, job position, past performance, changes in job duties, or recurring performance problems. After the review, you will be asked to sign the evaluation report to acknowledge that it has been presented to you and discussed with you by your supervisor, and that you are aware of its contents. 081
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Positive performance evaluations do not guarantee increases in salary, bonuses, or promotions. Salary increases, bonuses, and promotions are solely within the discretion of VCE, and depend upon many factors in addition to performance. Having your compensation reviewed does not necessarily mean that you will be given an increase.

VCE uses a discretionary pay-for-performance compensation model to support the highest levels of organizational performance. The intent is to reward individual employee effort and results commensurate with their contributions and impact toward achieving the goals and objectives of the agency. The primary form of a performance reward is a merit increase. These base pay increases move an employee through their salary range and support the agency’s retention goals by ensuring employee pay remains competitive with similar roles in the market. Employees who meet or exceed their goals and objectives, as evidenced by the employee receiving an overall rating of 2.0 (Effective) or higher on their year-end Performance Check-in, may be eligible to receive a merit increase (an adjustment in base salary) based on that performance. In limited cases, and with written justification from the supervisor, manager, and Director, an employee with an overall performance rating of less than 2.0 (Effective), may be considered for a reduced base salary.

Performance bonuses also may be used to reward employees when superior performance, as defined below, has been demonstrated in achieving goals and objectives. In most cases, performance bonuses are used to supplement merit increases, or instead of merit increases, when an employee is at or close to the top of their salary range. “Superior performance” is evidenced by an employee receiving a rating of 3.0 (Highly Effective) on one or more goals that, in total, represent at least 25% of the employee’s assigned work during the year. “Superior performance” also may be evidenced by an employee receiving an overall rating of 2.5 or higher on their year-end Performance Check-in. Recommendations for performance bonuses must be justified in writing by the supervisor and/or manager and fully describe the efforts put forth by the employee that demonstrates superior performance.

The written justification, and approval of the bonus, are retained. Funding for performance bonuses is included in the annual budget or a budget amendment and approved by the Board of Directors. Performance bonuses are not guaranteed and may not be available due to budget constraints or other business reasons.

Compensation Equity
A pay equity increase may be granted to an employee under certain circumstances, such as the following: a significant lag in salary exists relative to market conditions or between employees with comparable job functions who have similar levels of experience, skills and knowledge, and demonstrated performance; an employee’s assigned functions or work tasks increase the scope of the position but do not warrant reclassification; salary compression exists between supervisors and their employees; in order to address retention of employees with highly specialized skills or due to competitive job markets. In addition, a discretionary agency-wide pay equity adjustment for inflation in accordance with the U.S. Bureau of Labor Statistics (BLS) Consumer Price Index (CPI) may be made at the option of the Board of Directors.

Recommendations for pay equity increases are prepared by the Director of Finance and Internal Operations and must be approved by the CEO. Employees approved for a pay equity increase will be notified, and adjustments may be paid retroactively to the first pay period of the current calendar year. Funding for pay equity increases is 082
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included in the compensation identified in the annual budget and approved by the Board of Directors. Pay equity increases are discretionary and may not be available due to budget constraints or other business reasons Problem Resolution
At some time, you may have a complaint or question about your job, your working conditions, or the treatment you are receiving. Your good-faith complaints and questions are of concern to us. We ask that you take your concerns first to your supervisor, following these steps:

1. Bring the situation to the attention of your immediate supervisor who will then review your concern and provide a solution or explanation.

2. If the problem remains unresolved, you may present it in writing to the CEO who will work towards a resolution.

This procedure, which we believe is important for both you and us, cannot result in every problem being resolved to your satisfaction. However, we value your input and you should feel free to raise issues of concern, in good faith, without the fear of retaliation.

Alcoholic Beverage Consumption
Due to the high risk and liability involved, VCE will not provide alcoholic beverages at social gatherings to VCE employees. This policy applies to the following:

1. Birthday parties;

2. Office parties;

3. Office picnics; and

4. Recreational activities (i.e. organized team sports) Drug and Alcohol Abuse and Testing
VCE is concerned about the use of alcohol, illegal drugs, or controlled substances as it affects the workplace. We comply with state and federal drug abuse regulations, including the Drug-Free Workplace Act of 1988. Use of these illegal substances (whether illegal under California or federal law) whether on or off the job can adversely affect your work performance, efficiency, and safety and health. The use or possession of these substances on the job constitutes a potential danger to the welfare and safety of other employees, and exposes VCE to the risks of property loss or damage, or injury to other persons. Furthermore, the use of prescription drugs and/or over-the-counter drugs also may affect your job performance and seriously impair your value to us. Any employee who is using prescription or over-the-counter drugs that may impair your ability to safely perform the job, or affect the safety or well-being of others, must notify a supervisor of such use immediately before starting or resuming work. All precautions necessary to preserve your privacy will be taken. You must adhere to the rules stated in this policy as a condition of employment. Failure to comply with this policy may result in discipline, including termination. The CEO has been designated to administer this policy, monitor the program and make reports as required by law.
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If there is ever a reasonable basis to suspect you of violating the drug and alcohol policy and being under the influence during working hours, you will be requested to immediately submit to a drug and/or alcohol test.

Suspicion will be based on objective symptoms, such as factors related to your appearance, behavior and speech. A reasonable basis may also exist if you are found to be in possession of illegal drugs, alcohol or paraphernalia connected with the use of an illegal drug. Possession of illegal drugs or alcohol is prohibited even if you have not used these substances.

The following rules and standards of conduct apply to all employees either on agency property, or during the workday (including meals and rest periods). The following are strictly prohibited by VCE:

1. Possession or use of alcohol or illegal drugs, including marijuana, or being under the influence of alcohol or illegal drugs while on agency premises or at any time on duty.

2. Driving an agency vehicle or driving for agency business in a private vehicle while under the influence of alcohol or illegal drugs, including marijuana.

3. Distribution, sale, or purchase of an illegal or controlled substance while on agency premises or at any time on duty.

4. Possession or use of an illegal or controlled substance, or being under the influence of an illegal or controlled substance while on agency premises or at any time while working.

5. Any drug or alcohol statute conviction. You must notify VCE within 5 days of such conviction.

In order to enforce this policy, we reserve the right to conduct searches of agency property and to implement measures necessary to deter and detect abuse of this policy.

In the event of suspicion of use in connection with an on the job accident, you may be asked to provide body substance samples (such as urine and/or blood) to determine the illicit or illegal use of drugs and alcohol. VCE will test for alcohol, cannabinoids, (THC), Opiates, i.e. codeine and morphine, Cocaine metabolites, Amphetamines, i.e. amphetamine and metamorphines, adulterants low creatine levels and Phencyclidine. VCE assures that any information concerning your drug and/or alcohol use will remain confidential. Refusal to submit to drug testing may result in disciplinary action, up to and including termination of employment.

If the results of your drug and/or alcohol test are positive, VCE will take disciplinary action which may include suspension or immediate termination. The disciplinary action will be based on the seriousness of the offense and your past performance. If you return to work after testing positive for drugs and/or alcohol, you may be required to consent to unannounced tests for drugs and/or alcohol for a specified period as a condition of continued employment. In the event that you test positive, you may request a second test to be performed by a reliable drug testing agency, at your expense.

Any conviction you receive on a charge of illegal sale or possession of any controlled substance will not be tolerated. In addition, we must keep people who use, sell, or possess controlled substances off VCE's premises in order to keep the controlled substances themselves off the premises.

Violation of the above rules and standards of conduct will not be tolerated. VCE may bring the matter to the attention of appropriate law enforcement authorities.
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VCE’s policy on drug and alcohol in no way limits or alters the at-will employment relationship.

Customer and Public Relations
The success of VCE depends upon the quality of the relationships between VCE, our employees, and our customers, suppliers and the general public. Our customers’ impression of VCE and their interest and willingness to do business with us are formed by how you serve them.

The opinions and attitudes that customers have toward our agency can be affected for a long period of time by the actions of just one employee. It is sometimes easy to take a customer for granted, but when we do, we run the risk of not only losing that customer, but their associates, friends or family who also may be customers or prospective customers.

Here are several things you can do to help give customers a good impression of VCE:

1. Customers are to be treated courteously and given proper attention at all times. Never regard a customer’s questions or concerns as an interruption or an annoyance. Customer inquiries, whether in person or by telephone, must be addressed promptly and professionally.

2. Never place a telephone caller on hold for an extended period of time. Direct incoming calls to the appropriate person and make sure that the call is answered.

3. Act competently and deal with customers in a courteous and respectful manner. Through your conduct, show your desire to assist the customer in obtaining the help that he or she needs. If you are unable to help a customer, find someone who can.

4. All correspondence and documents, whether to customers or others, must be neatly prepared and error-free. Attention to accuracy and detail in all paperwork demonstrates your commitment to those with whom we do business.

5. Never argue with a customer. If a problem develops or if a customer remains dissatisfied, ask your supervisor to intervene.

6. Communicate pleasantly and respectfully with other employees at all times.

These are the building blocks for your and VCE’s continued success.

Confidentiality
It is your responsibility to safeguard confidential information obtained during your employment with us, including financial information obtained from customers and private information about other employees.

You may in no way reveal or divulge any such information unless it is necessary for you to do so in the performance of your duties. Access to confidential information should be on a "need-to-know" basis and must be authorized by your supervisor.

If you are questioned by someone outside VCE or your department and you are concerned about the appropriateness of giving them certain information, you are not required to answer. Instead, as politely as possible, refer the request to your supervisor or the CEO.

It is also important to remember that you may not disclose or use proprietary or confidential information except as your job requires. You may not keep or retain any originals or copies of reports, notes, proposals, customer 085
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lists or other confidential and proprietary documents, equipment, supplies, or property belonging to VCE. Any and all copies or originals of reports, and notes belong to VCE and must be turned over to VCE within twenty-four (24) hours of termination of employment.

You are not permitted to remove or make copies of any VCE records, reports or documents without prior management approval. Do not post confidential information about VCE, customers, employees, or affiliates on any social media. Disclosure of confidential information could lead to termination, as well as other possible legal action.

Conflict of Interest
As an employee of VCE, you must avoid actual or potential conflicts of interest with VCE. If you are found to have a conflict of interest, you may be subject to discipline, including termination. You should contact your supervisor with any questions about this policy. Prohibited activities include, but are not limited to:

1. Having a direct or indirect financial relationship with a VCE customer, vendor, or supplier; however, no conflict will exist in the case of ownership of less than 1 percent of a publicly traded corporation.

2. Engaging in any other employment or personal activity during work hours, or using VCE’s name, logo, equipment or property, including stationery, office supplies, computers, telephones, fax machines, postage, and office machines, for personal purposes.

3. Soliciting agency employees, suppliers, or customers to purchase goods or services of any kind for non-agency purposes, or to make contributions to any organizations or in support of any causes.

4. Soliciting or entering into any business or financial transaction with another employee whom the soliciting employee supervises, either directly or indirectly, such as hiring the employee to perform personal services or soliciting the employee to enter into an investment.

Solicitation
You are not permitted to solicit or distribute literature during working time. Working time includes both your working time and the working time of the employee to whom the solicitation or distribution is directed.

Similarly, distribution of written solicitation material in working areas is prohibited at all times. If you wish to distribute fundraising items such as cookies, candy, and coupon books for sale, you may place them without solicitation in your workstation or VCE break rooms.

Media Contact
If you are contacted by a news organization regarding VCE business, please direct all media inquiries to your supervisor, the CEO, or the Director of Marketing.

Employment of Friends or Relatives
The employment of friends and relatives in the same area of an organization may cause conflicts of interest and appearances of impropriety. In addition, personal conflicts may impact the working relationship of the parties.

Although VCE does not prohibit the hiring of friends and relatives of existing employees, VCE is committed to monitoring situations in which friends or relatives work in the same area. In the event of an actual or potential problem, VCE’s response may include reassignment or termination of one or both of the individuals involved.

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relationship with an employee is similar to that of persons who are related by blood or marriage, or one who is a domestic partner.

Personal Relationships in the Workplace
VCE desires to avoid misunderstandings, complaints of favoritism, claims of sexual harassment, and employee dissension that may result from personal or social relationships amongst employees. Therefore, VCE asks that if you become romantically involved with another employee that you disclose your relationship to a supervisor with whom you feel comfortable. This information will be kept as confidential as possible. For purposes of this provision, “romantically involved” will be interpreted broadly. VCE reserves the right to take necessary and appropriate action to resolve any potential conflict of interest arising out of romantic involvement among employees. Depending on the facts of the situation, such action may include reassignment or termination of one or both of the employees involved.

VCE is committed to maintaining a professional work environment where supervisors treat all employees fairly and impartially. Accordingly, supervisors are not allowed to date, or become romantically or intimately involved with, employees who report to them directly or indirectly. Also, spouses and immediate family members are prohibited from working in positions where they directly report to, or are reported to, by their spouses or family members. Personal relationships very often cause problems in the workplace, such as a lack of objectivity towards the subordinate’s job performance, the perception of favoritism by other employees (whether justified or not), and potential sexual harassment complaints.

For purposes of this policy, “immediate family” includes significant others (such as unmarried couples who live together), domestic partners, step-parent and step-child relationships, in-law relationships, grandparents and cousins (including analogous relationships with the parents and children of an employee’s significant other). This policy covers all family-like relationships, regardless of blood or legal relationships.

Employees who are currently dating one another, or employees who are married or related and report to or supervise each other, may request to be transferred in order to comply with this policy. When possible, VCE will attempt to accommodate such requests. Please understand, however, that VCE reserves the right not to transfer employees based on conflicting business considerations.

Unprofessional behavior in the workplace, such as sexually related conversations, inappropriate touching (i.e., kissing, hugging, massaging, sitting on laps) another employee, and any other behavior of a sexual nature, is prohibited.

If two employees marry or become related, causing actual or potential problems such as those described, only one of the employees will be retained with VCE unless reasonable accommodations can be made to eliminate the actual or potential conflict. The employees will have 30 days to decide which relative will stay with VCE. If this decision is not made in the time allowed the CEO will make the decision, taking the employment history and job performance of both employees as well as the business needs of VCE into account. Supervisors who have any questions about the application of this policy to an employee or applicant should contact the CEO. 087
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Dress Policy
You are expected to dress and groom yourself in accordance with accepted social and business standards, particularly if your job involves dealing with customers or visitors in person. A neat, tasteful appearance contributes to the positive impression you make on our customers.

Business casual dress is generally expected which should include nice shoes, slacks, pantsuits, dresses, skirts, and shirts (and possibly suits and ties when appropriate). Violating dress code standards may subject you to appropriate disciplinary action.

Day-to-Day Operations
Employer and Employee Property
Routine inspections of agency property might result in the discovery of an employee’s personal possessions. You are encouraged not to bring into the workplace any item of personal property which you do not want to reveal to VCE.

All desks, lockers, offices, work spaces, credenzas, cabinets, electronic mail (e-mail), telephone systems, office systems, computer systems, any and all electronically issued technology, agency vehicles and other areas or items belonging to VCE are open to VCE and its employees. YOU SHOULD HAVE NO EXPECTATION OF PRIVACY IN ANY OF THESE AREAS. Personal items and messages or information that you consider private should not be placed or kept in any of these places or areas belonging to VCE.

Storage areas, work areas, file cabinets, credenzas, computer systems and software, office telephones, cellular telephones, any and all electronically issued technology, modems, facsimile machines, copy and scanner machines, tools, equipment, desks, voice mail, and electronic mail are the property of VCE, and need to be maintained according to agency rules and regulations.

Desks and work areas must be kept clean, and are to be used for work-related purposes. VCE’s property is subject to inspection at any time, with or without prior notice. Prior authorization must be obtained before any of VCE’s property may be removed from the premises.

For security reasons, you should not leave personal belongings of value in the workplace. Personal items, lockers and desks are subject to inspection and search, with or without notice, and with or without your prior consent.

Terminated employees should remove any personal items at the time of separation. Personal items left in the workplace by previous employees are subject to disposal if not claimed at the time of your termination.

Electronic Systems and Privacy
Access to VCE’s electronic systems is provided for work-related purposes. There should be NO expectation of privacy in connection with the use of electronic systems, including stored e-mail/voice mail/text messages or any messages sent electronically. All messages created, sent, received or stored in these systems are and remain the property of VCE. VCE reserves the right to retrieve and review any message composed, sent or received via the system. Please note that even when a message is deleted or erased, it is still possible to recreate the message; therefore, the ultimate privacy of messages cannot be ensured to anyone. 088
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To safeguard and protect the proprietary, confidential and business-sensitive information of VCE, and to ensure that the use of all electronic systems and equipment is consistent with VCE’s legitimate business interests, authorized representatives of VCE may monitor the use of such systems from time to time without notice, which may include printing and reading materials, files on the system, list servers, and equipment.

You should be aware that e-mail messages, like VCE correspondence, and any and all messages sent electronically may be read by other VCE employees and outsiders under certain circumstances. While it is impossible to list all of the circumstances, some examples are the following: (1) during system maintenance of the e-mail system, (2) when VCE has business needs to access the employee’s mailbox, (3) when VCE receives a legal request that requires disclosure of e-mail messages, or (4) when VCE has reason to believe the employee is using e-mail in violation of VCE policies.

Social Media Guidelines
VCE understands that various forms of communication occur through social media, such as Facebook, Twitter, LinkedIn, blogs, and multimedia host sites such as YouTube. Such communications occur in social networking, blogs, and video sharing and similar media. It should be remembered that social media sites do not provide a private setting. Employees who communicate information through social media therefore should not expect that such information is private
Employees must remember that all existing policies apply to information disseminated through social media.

These guidelines are intended to help employees understand some of the unintended outcomes of sharing information through social media.

Application of Policies
The employer’s policies and standards apply to conduct that occurs in the workplace and while employees are on duty, wherever they happen to be. They also apply to activities that occur during an employee’s own time, outside of work, if the activities have an actual or potential impact on the employee’s performance, the performance of coworkers, or the employer. Employees should therefore understand that they are responsible for certain activities that occur off the employer’s premises or on their own time both to the employer and third parties. Nothing in this policy prevents employees from exercising their broad rights to discuss the terms and conditions of employment with others, to take action with others to improve your working conditions, or to otherwise exercise their rights to engage in protected concerted activity.

General Policies
VCE’s policies regarding workplace conduct and interpersonal interactions are embodied in a number of policies, including policies that protect VCE’s legal interests and confidential information.

The policies also prohibit unlawful harassment and discrimination and require employees to use work time in an appropriate manner.

The principles set forth in VCE’s policies apply equally to social media, even when the policies do not refer specifically to social media. Violations of any policy through social media or networking will be appropriately addressed when brought to management’s attention.
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Illustrations of some of the relevant policies and how they may apply to social media are provided below. The following guidelines apply to all employees when they are at work and away from work.

General expectations
• Employees may not post or transmit any material or information that includes confidential, proprietary or trade secret information, or information that is untrue, defamatory, obscene, profane, threatening, harassing, abusive, hateful or humiliating to another person or entity. This includes, but is not limited to, comments regarding VCE or its employees or customers. Employees should ask their supervisors and refer to agency policies if they have any questions about what is appropriate to include in communications involving social media.

Harassment
• VCE will not tolerate intimidation, bullying or threats of violence among co-workers and such acts, even if occurring outside of work, will result in serious consequences, including termination. • VCE maintains a strict policy prohibiting harassment of any kind. Harassment is inappropriate and contrary to VCE policy if it is based upon any legally protected characteristic. It includes unwelcome verbal, physical, or visual conduct that creates an intimidating, offensive, or hostile work environment or unreasonably interferes with work performance.

Reputation
• Employees should act responsibly and remember that untrue or defamatory postings can have serious consequences. Do not create fake blogs or false reviews of VCE or its customers.

Acceptable Use Guidelines
• E-mail and Internet access is provided to support VCE’s business operations. Incidental use of e-mail and internet for personal reasons is permissible during non-working periods during the workday, provided it is not excessive and provided it does not interfere with VCE business Any use that includes tapping into electronic social media should be consistent with VCE’s values, policies and applicable laws. • Participation in social media sites should be limited during work time; incidental use during break time is not prohibited by this policy. Under no circumstances may employees access social media sites while performing safety-sensitive functions such as driving.

Opinions
• Employees should not speak on behalf of VCE without proper authorization to do so. Employees should at all times make it clear that their opinions do not represent those of VCE. They should include disclaimers in online communications advising that they are not speaking officially or unofficially on behalf of the organization.
• Employees may not use VCE’s logo or proprietary graphics to imply that you are speaking on behalf of VCE.

Questions
• Employees who have concerns regarding workplace conduct or inappropriate behavior or comments are encouraged to contact the CEO for further guidance.
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Additional Guidance and Information
While VCE’s policies offer very clear direction on some issues, there are other areas where common sense must prevail. When in doubt about posting, employees should consider the following:
• There is no expectation of privacy when engaging in social media networking activities. You may know everyone in the room when you have a conversation in person. This will not apply with social networking applications. You may not have full control over how your comments are perceived or shared.
• These are public forums. As a practical matter, it may be impossible to delete information that is shared.

Comments may be publicly available for years.
• Even when you do not identify your employer by name in the communication or posting, some readers are likely to know where you work. Keep this in mind when you consider posting or transmitting comments that may be work-related. This should also be considered when creating your profile. • Do not state or imply that the opinions you express are those of VCE, its management, or other employees. Include a disclaimer to this effect.

Telephone Usage
You may use agency telephones for local or personal calls within reason. You are not to charge long distance personal telephone calls to VCE. You are expected to limit personal calls so they do not become excessive or disruptive to your work or work area.

Cell Phone Usage
VCE realizes that in our fast-paced business environment, meeting our goals and staying in touch with our customers and co-workers is a necessary process in working efficiently. But, first and foremost, we want to preserve the safety of our employees and those in the community. California law limits the use of cell phones while driving to those having hands-free operation.

This law provides that, it is illegal to drive a motor vehicle while using a wireless telephone, unless that telephone is designed and configured to allow hands-free listening and talking operation, and is used in that manner while driving.

Additionally, writing, sending, or reading text-based communications on your cell phone while driving is also prohibited under California law. This includes text messaging, instant messaging, and e-mail. You will be responsible for any tickets you receive if you violate this law.

Use of a hands-free cell phone is required while driving for agency business. An option is that you pull over while driving to place or receive calls on your cellular phones. There is a great potential for harm to you and to others if this policy is violated.

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Workplace Monitoring
Workplace monitoring, both human and electronic, may be conducted by VCE to ensure quality control, employee safety, compliance with VCE policies, security, and customer satisfaction.

Customer sites may also utilize video surveillance of non-private workplace areas. Video monitoring is used to identify safety concerns, maintain quality control, detect theft and misconduct, and discourage or prevent acts of harassment and workplace violence.

Because VCE is sensitive to your legitimate privacy rights, every effort will be made to see that workplace monitoring is done in an ethical and respectful manner.

Travel Expense Policy
VCE will reimburse you for work-related travel expenses such as transportation, overnight accommodations and meals. You should have your supervisor’s approval before incurring travel expenses. All requests for reimbursement must be submitted to the CEO for approval along with supporting documents or original invoices.

Non-exempt employees will be paid for time spent traveling and in conference sessions. If you are required to use your personal automobile on work-related business, VCE will reimburse you for mileage at the current IRS reimbursement rate and for parking expenses. You should submit the appropriate expense form to the CEO for approval and then forward it to accounting for payment once per month. If you use your personal vehicle for work-related travel you are expected to maintain at least the minimum insurance required by law.

Education and Professional Development Assistance
VCE will support the professional development, educational advancement, and career growth of employees. As a result, the VCE will benefit from improved employee performance, higher levels of workforce engagement, and increased numbers of qualified internal candidates for promotional opportunities. The availability of funding for the assistance is subject to the annual budget process. All regular full-time employees who have served a minimum of six months with the agency must pay for any expense upfront and will receive reimbursement of approved and eligible expenses upon successful completion of coursework. The employee must repay the entire amount of the reimbursement benefit paid to them if they voluntarily separate from the agency within 12 months of receiving the benefit. Employees may be reimbursed for up to $5,000 per year to offset the cost of coursework.

Agency Property and Equipment
Equipment essential to accomplishing job duties is often expensive and may be difficult to replace. When using agency property, you are expected to exercise care, arrange for required maintenance, and follow all operating instructions, safety standards, and guidelines.

VCE requires that all equipment be in proper working order and safe to work with at all times. If any equipment appears to be damaged, defective, or in need of repair, do not use it until a qualified technician certifies that it is repaired and safe. Never try to fix broken equipment yourself. Please notify your supervisor of any equipment breakdown as soon as it happens. If the breakdown requires emergency repairs, your supervisor will help you 092
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deal with the emergency situation as soon as possible. Prompt reporting of damages, defects, and the need for repairs could prevent possible personal injury and deterioration of equipment. Please ask your supervisor if you have any questions about your responsibility for maintenance and care of equipment used on the job.

If you are authorized to operate an agency vehicle in the course of your assigned work, or if you operate your own vehicle in performing your job, you must adhere to the following rules:

1. You must be a licensed California driver and must maintain at least the minimum insurance required by law.

2. You must maintain weekly mileage reports.

3. You are responsible for following all the manufacturer’s recommended maintenance schedules so as to maintain valid warranties, and for following the manufacturer’s recommended oil change schedule.

4. VCE provides insurance on agency vehicles. However, you will be considered completely responsible for any accidents, fines, moving or parking violations.

5. If involved in an accident do not admit fault, only provide required insurance and personal DMV information.

6. You must keep VCE vehicle clean at all times.

7. Persons not authorized or employed by VCE cannot operate or ride in an agency vehicle.

8. Prior to operation of any agency vehicle, your supervisor will train you on the appropriate steps to take if you are involved in an accident, such as filling out the accident report, getting names and phone numbers of witnesses and so on.

If you are required to drive an agency vehicle or your own vehicle for agency business, you will also be required to show proof of a current, valid driver’s license and current effective auto insurance coverage prior to the first day of employment.

If you drive your own vehicles on agency business you will be reimbursed at the current IRS reimbursement rate.

You are responsible for all agency property, materials, or written information issued to you or in your possession. You may be asked to sign an acknowledgment of receipt of agency property issued to you. All agency property must be returned on or before your last day of work. You may be responsible for the replacement cost of agency property not returned.

Agency cars are for agency business only, and only authorized employees may drive agency cars. Employee spouses, children, friends or anyone other than the employee may not operate these vehicles, unless an emergency arises. A violation of these rules, or excessive or avoidable traffic and parking violations may result in disciplinary action, up to and including termination.

Personal Use of Agency Property
You are not allowed to use agency owned property for personal use. The definition of “agency owned” assets includes, but is not limited to, facilities, computers, and their related equipment, labelers, copy machines, postage meter, any type of supplies including office supplies, tools, vehicles, credit cards, etc. These assets are provided to you for agency related business only.
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Please also remember that all desks, lockers, cabinets, computers and vehicles that belong to VCE will be open to all agency employees. Personal items, messages or information that you consider private should not be placed or kept in telephone systems, office systems, agency computer systems, office work spaces, desks, and credenzas or file cabinets.

If you are issued an agency credit card you are responsible for the use of that card. Under no circumstances will VCE allow you to sign an agency credit card unless the card being signed is issued in your name. Signing another employee’s credit card will result in liability for the expense and may subject you to immediate termination. If you hold an agency credit card you may only give permission to another employee to make an authorized business purchase or reservation using your card with prior approval from the CEO of VCE. Any holders of agency credit cards or authorized users who transact a non-business related charge may be subject to immediate termination. Receipts for all credit card transactions must be given to the Finance Director along with an explanation of the purchase.

Driving Record and Insurance
As a condition of employment, we require you to maintain an acceptable driving record if you drive for agency business. Any accidents or traffic violations must be reported to a supervisor immediately if they occur during the course of your duties. You will be responsible for any tickets you receive while driving on agency business whether in an agency vehicle or your own personal vehicle. Failure to report an on-the-job motor vehicle accident, no matter how minor, will lead to disciplinary action, up to and including termination. Additionally, you are required to maintain the level of insurance required by the state of California. A copy of your insurance card must be on file before you will be allowed to drive for agency business.

Health and Safety
Safety is everybody's business. Safety is to be given primary importance in every aspect of planning and performing all VCE activities. We want to protect you against injury and illness, as well as minimize the potential loss of production. To achieve our goal of maintaining a safe workplace, everyone must be safety conscious at all times. In compliance with California law, and to promote the concept of a safe workplace, we maintain an Injury and Illness Prevention Plan (IIPP). The IIPP is available for your review from the Director of Finance & Internal Operations. The Director of Finance & Internal Operations has responsibility for implementing, administering, monitoring, and evaluating the safety program. Its success depends on the alertness and personal commitment of all.

You will receive a copy of VCE’s general safety rules and will receive health and safety training as part of this program. A complete copy of the Safety Program is kept by the CEO and is available for your review.

Smoking Policies
Smoking, use of e-cigarettes or vapor products is not allowed in any enclosed area of the building, or within 25 feet of any entrance of the building or in any agency vehicle. In fairness to those who do not smoke, smoking is allowed only during breaks and lunch and only outside of the office or building. 094
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Security
To provide for the safety and security of you, our customers and our facilities, only authorized visitors are allowed in the work areas. To ensure the safety of our guests, we encourage family and friends to check in when visiting you at the workplace.

The following security procedures should always be followed to ensure your safety and the safety of your fellow employees, and to ensure the confidentiality of VCE’s information. At no time should unauthorized persons be allowed to roam unescorted though VCE’s office. It is a matter of courtesy to accompany customers and guests to and from the exits and other office to which they may be destined. If strangers are encountered in our office who do not satisfactorily identify themselves or the person with whom they will be meeting, escort them to the front of the office. If they resist, contact your supervisor immediately.

Be aware of persons loitering for no apparent reason in other non-office areas (e.g., in parking areas, walkways, entrances/exits and service areas). Report any suspicious persons or activities to your supervisor. Secure your desk at the end of the day or when called away from your work area for an extended length of time and do not leave valuable and/or personal articles in or around your workstation that may be accessible. Please report any lost facility keys to your supervisor immediately.

Workplace Violence
VCE recognizes that violence in the workplace is a growing nationwide problem necessitating a firm, careful response by all employers. The costs of workplace violence are great, both in human and financial terms.

VCE has adopted the following policies to ensure the safety of its employees and to provide guidance on dealing with violence in the workplace. If qualified, you may provide first aid to injured persons. You are required to:

1. Immediately report all indirect and direct threats of violence to a supervisor.

2. Immediately report all suspicious individuals or activities to a supervisor.

3. Never put yourself or others in peril.

4. Immediately call 911 and seek shelter if you hear a violent commotion near your workstation.

5. Cooperate fully with security, law enforcement, and medical personnel who respond to a call for help.

6. Direct all inquiries from the media about violence on VCE premises to your supervisor or the CEO.

The CEO of VCE will make the sole determination of whether, and to what extent, threats or acts of violence will be acted upon by the agency. In making this determination, we may undertake a case-by-case analysis in order to ascertain whether there is a reasonable basis to believe that workplace violence has occurred. No provision of this policy shall alter the at-will nature of employment at VCE.

Off-Duty Use of Facilities
You are prohibited from being on agency premises, or making use of agency facilities, while not on duty. You are expressly prohibited from using agency facilities, agency property or agency equipment for personal use. 095
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Parking
You are encouraged to use the parking areas designated for our employees. Remember to lock your car every day and park within the specified areas.

Courtesy and common sense in parking will help eliminate accidents, personal injuries, and damage to your vehicle and to the vehicles of other employees. If you should damage another car while parking or leaving, immediately report the incident, along with the license numbers of both vehicles and any other pertinent information you may have, to your supervisor. VCE cannot be and is not responsible for any loss, theft or damage to your vehicle or any of its contents. You will be responsible for any parking tickets you receive while driving on agency business whether in an agency vehicle or your own personal vehicle.

Employee Suggestion Program
We encourage you to bring forward your suggestions and good ideas about how our agency can be made a better place to work and our service to customers enhanced. When you see an opportunity for improvement, please talk it over with your supervisors. All suggestions are valued and listened to.

Employee Benefits
Benefits
VCE has developed and invested in an employee benefit program to supplement your regular wages. VCE will continue these benefits as agency resources allow; however, we reserve the right to change or eliminate any benefit program at any time (including increasing the employee’s share of the cost).

Our benefit program consists of programs which may include health, dental, and vision coverage, life insurance, paid time off (PTO) and holiday pay. In addition, there are a number of programs available to employees through other sources such as State Disability, Paid Family Leave, Unemployment Insurance, Social Security and Workers’ Compensation. Eligibility to participate in some of these programs is determined by your employee classification and length of continued service with VCE.

Official Health Plan Documents
The employee handbook contains a number of brief summaries of the benefit programs that the employer provides for eligible employees. The purpose of these summaries is simply to acquaint you with the general provisions of the applicable plans; they do not contain full statements of all of the terms, conditions, and limitations of the plans. If there are any real or apparent conflicts between the brief information in the handbook and the terms, conditions and limitations of the official plan documents, the provisions of the official plan documents will be considered accurate. You are encouraged to review all plan documents carefully to familiarize yourself with all of the provisions of the plans.

Paid Time Off (PTO)
Eligibility
Paid Time Off (PTO) is an all purpose time-off policy for eligible employees to use for the following: vacation; the 096
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diagnosis, care, treatment of an existing health condition; preventative care of an employee or family member; for employees who are victims of domestic violence, sexual assault or stalking to seek aid, treatment, or related assistance; illness or injury; and personal business. A family member is defined as a spouse, registered domestic partner (RDP), grandparent, grandchild, sibling, in-law, parent, step-parent, legal guardian, or child (regardless of age or dependency status). Personal business also includes time spent for jury duty, bereavement, and time off to vote. Regular full-time employees are eligible to earn and use PTO as described in this policy.

PTO begins accruing upon your date of hire. Employees may begin using PTO upon your 90th day of employment. At that time, you can request the use of earned PTO including that accrued during the waiting period.

Accrual
Regular, full-time employees accrue 6.67 hours of PTO per pay period (24 pay periods per year) in your first year of eligibility – 160 hours. After your first anniversary, and thereafter, you will receive an additional eight (8) hours per year, which will accrue at an additional rate of .34 hours per pay period. Once you have worked for the agency for ten (10) years, you will not accrue any additional PTO.

The length of eligible service is calculated on the basis of a "benefit year." This is the 12-month period that begins when you start to earn PTO. You will not earn PTO while you are out on an unpaid leave of absence.

Therefore, your benefit year may be extended if you go out on a leave of absence other than a military leave of absence. Military leave has no effect on this calculation. (See individual leave of absence policies for more information.)
Scheduling PTO
PTO can be used in minimum increments of one (1) hour for non-exempt employees. Exempt employees may use PTO in ½ day or 1 full day increments. If you have an unexpected need to be absent from work you should notify your direct supervisor before the scheduled start of your workday, if possible. Your direct supervisor must also be contacted on each additional day of unexpected absence.

To schedule planned PTO, you need to request advance approval from your supervisor. Requests will be reviewed based on a number of factors, including business needs and staffing requirements.

PTO is paid at your base pay rate at the time of absence. It does not include overtime or any special forms of compensation such as incentives, commissions, bonuses, or shift differentials.

PTO will be used to supplement any payments that you are eligible to receive from state disability insurance, or workers' compensation. The combination of any such disability payments and PTO cannot exceed your normal weekly earnings.

PTO Payout
The CEO may, in his or her sole discretion, authorize a cash payout of up to 60 hours of PTO annually to an employee who meets the following criteria: (a) the employee used an equal or greater amount of hours in the preceding 12 months; and (b) the employee will maintain a minimum PTO balance of 120 hours after the 097
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payout. Such requests will be granted at the sole discretion of the CEO in the interest of work program effectiveness and subject to VCE’s fiscal capability.

PTO Caps
Employee can accumulate PTO up to a balance of twice the annual PTO for which they are entitled. Once that limit is reached, employee will no longer accrue PTO until time is taken, and the employee’s accrual falls below the cap.

Upon termination of employment, you will be paid for unused PTO that has been earned through your last day of work.

Sick Leave
Employees will earn sick leave in accordance with this policy.

Sick leave is a form of insurance that is accumulated in order to provide a cushion for incapacitation due to illness. It is to be used only for the diagnosis, care, treatment of an existing health condition or preventative care of an employee, family member or for employees who are victims of domestic violence, sexual assault or stalking to seek aid, treatment, or related assistance. A family member is defined as a spouse, registered domestic partner (RDP), grandparent, grandchild, sibling, in-law, parent, step-parent, legal guardian, or child (regardless of age or dependency status).

On the employee’s hire date, all employees will receive 24 hours of paid sick leave. Regular, full-time employees accrue 3.34 hours (10 days annually) of PTO per pay period (24 pay periods per year) and these employees can use their PTO for paid sick leave. Regular, full-time employees can accumulate PTO up to a balance of 160 (20 days). Employees who are not eligible for the PTO policy as outlined above will be credited with 24 hours of paid sick leave at the commencement of each employment year up to 40 hours. Employees will also accrue 1 hour of paid sick leave per every 30 hours worked until the employee has accrued the equivalent of 5 days or 40 hours of paid sick leave, whichever is greater. Any unused sick leave is not paid out on separation of employment.

Employees may begin using sick leave upon their 90th day of employment.

When wishing to use sick leave, you should personally call your supervisor prior to the start of your shift on the day you are scheduled to work. Sick leave is not to be taken in less than two (2) hour increments and does not accrue when you are out on sick leave.

A paid absence is not counted as a basis for computing overtime.

If you are receiving State Disability Insurance (SDI) or Workers’ Compensation payments, then you can integrate sick pay (meaning that you can supplement your wage replacement benefits with a portion of your sick leave to equal your full wage). Under no circumstances can you receive more than your customary wage.

Sick leave is not granted for the purpose of accompanying or taking pets to procure medical attention. 098
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Unused sick leave has no cash value and will not be paid at termination.

Holidays
We observe the following paid holidays for full-time employees:

New Year’s Day
Martin Luther King Jr.’s Birthday
President’s Day
Memorial Day
Independence Day
Labor Day
Veterans Day
Thanksgiving
Day after Thanksgiving
Christmas Day
Floating Holiday (2)
Eligibility for holiday pay begins upon date of hire. You must also be regularly scheduled to work on the day on which the holiday is observed, and must work your regularly scheduled working days immediately preceding and immediately following the holiday, unless an absence on either day is approved in advance by your supervisor.

When a holiday falls on a Saturday or Sunday, it is usually observed on the preceding Friday or the following Monday. Holiday observance will be announced in advance.

If you are on a paid absence due to PTO when a holiday occurs, you will receive holiday pay. Non-exempt employees who work on holidays, due to customer job requirements, will receive regular earned wages. Part-time employees and interns are not eligible for holiday pay.

Insurance Benefits
Medical, Dental and Vision Insurance: We provide access to medical, dental & vision insurance plans for eligible employees and their dependents. You may be required to provide adequate proof of the dependent relationship in order to add the dependents to VCE’s insurance policies. Typically, proof of the relationship may be established through a copy of a birth certificate, adoption documents, marriage license, or certificate of registered domestic partnership. We cannot guarantee your domestic partner relationship will be kept confidential.

Full-time employees and part-time employees who are regularly scheduled to work a minimum of 30 hours per week are eligible for VCE’s medical, dental, and vision insurance coverage. Each employee becomes eligible on the first of the month after the employee has started employment with VCE. VCE will contribute up to $2,479 per month per employee towards VCE’s medical, dental and vision insurance for a full-time employee and dependents coverage. VCE will contribute a prorated amount for part-time employees based on the average hours worked (for example, if the part-time employee is regularly scheduled to work 30 hours per week, VCE’s contribution toward the cost of VCE’s medical, dental and vision insurance coverage for the part time employee 099
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and his/her eligible dependents would be prorated to 75% of the full-time equivalent, i.e., $1,859). The employee is responsible for any premiums due for VCE coverage(s) that are in excess of the VCE contribution amount. Deductions from the employee’s paycheck will be made to cover this cost. Information describing medical, dental and vision insurance benefits will be given to you when you become eligible to participate in the program. Eligible employees who elect not to receive medical insurance coverage from VCE must provide proof of adequate medical coverage from an alternate source within 30 days of becoming eligible through VCE for the benefit. Such election will be effective as of the employee’s eligibility date and will remain in effect until the start of the next open enrollment period. Employees who have declined VCE medical insurance coverage and want to continue to decline coverage must provide proof of adequate medical coverage once per year, no later than 30 days prior to VCE’s open enrollment period. Full time employees who decline to accept VCE medical, dental, and vision insurance benefits shall receive a payment of $550 per month in lieu of coverage; part -time employees who are eligible for VCE medical, dental and vision insurance and decline to accept VCE medical, dental, and vision insurance shall receive a prorated payout based on the employee’s regularly scheduled hours (i.e., an employee who is regularly scheduled to work 30 hours per week will receive 75% of the full-time equivalent, or $412.5.)
During any leave of absence such as personal leave, Workers’ Compensation leave or other disability leave, VCE-provided health benefits will continue through the end of the month during which leave commenced. At that point, the employee will be provided with the option to continue coverage at the employee’s own expense pursuant to Cal-COBRA. For the duration of any pregnancy disability leave of absence, health and life insurance benefits will be continued for the duration of your approved pregnancy disability leave as required by applicable law.

Please direct any questions you have regarding your medical, dental and/or vision insurance to the CEO.

Retirement Plan: We provide a 401(A) and 457B defined contribution retirement plans for eligible employees in order to assist in planning for your retirement. Eligible employees may enroll following 6 months of employment. Retirement plan participants can participate in loan programs permitted under the plan guidelines. For more information regarding eligibility, contributions, benefits and tax status, contact the CEO. All eligible participants will receive a summary plan description.

Disability Insurance: VCE furnishes private long-term disability policies. For more information, contact the CEO.

Life and Accidental Death and Dismemberment Insurance: If you are a regular full-time employee of VCE, you will be provided our group life insurance coverage paid for by the organization. This insurance is payable in the event of your death, in accordance with the policy, while you are insured. You may change your beneficiary whenever you wish by submitting the appropriate documents to the Human Resources Consultant. Refer to the literature provided by our insurance agency for details on your life insurance coverage.

Paid Family Leave (PFL) Insurance: All employees who take time off to care for a seriously ill family member (child, parent, grandparent, grandchildren, in-laws, spouse or registered domestic partner) or bond with a new child may be eligible to receive replacement wages for up to six weeks during any 12-month period, under California’s Paid Family Leave program. This program is funded with employee contributions through the State 100
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Disability Insurance (SDI) Program. Such contributions are deducted from each employee’s paycheck. Even though employees may be eligible to receive Paid Family Leave insurance benefits, a leave of absence must still be requested and approved as defined in our leave policies. Please understand that this leave does not mandate any guarantee that your job will be available when you are ready to return.

State Disability Insurance: If you are unable to work due to a non-work related medical condition or injury you may be entitled to State Disability Insurance (SDI). SDI benefits are paid by the state and are financed from mandatory payroll tax deductions from all employees’ wages. Questions regarding SDI benefits should be directed to the CEO or the state’s Employment Development Department.

Unemployment Compensation: We contribute each year to the California Unemployment Insurance Fund on behalf of our employees.

Social Security: Social Security is an important part of every employee's retirement benefit. We pay a matching contribution to each employee's Social Security taxes.

Workers' Compensation: VCE purchases a workers’ compensation insurance policy to protect you while you are employed by us. The policy covers you in case of occupational injury or illness. It is your responsibility to notify a member of management immediately if injured. Please refer to the Workers’ Compensation policy for additional information.

We provide workers' compensation insurance for our employees as required by state law. The insurance provides important protection for employees who suffer a work-related injury. We encourage you to report all workplace injuries immediately and to take advantage of the benefits provided by our workers' compensation insurance if you are injured on the job.

Workers' compensation insurance provides important protection for employees who suffer an injury at work.

Unfortunately, we understand that some employees are encouraged to file fraudulent workers' compensation claims. For your own protection, you should know that the California Insurance Frauds Protection Act provides that it is unlawful for any person to:
"Make or cause to be made any knowingly false or fraudulent material statement or material representation for the purpose of obtaining . . . compensation . . . and shall be punished by imprisonment in county jail for one year, or in the state prison for two, three or five years, or by a fine not exceeding Fifty Thousand Dollars ($50,000.00) . . . or by both imprisonment and fine." Our policy is to investigate all questionable workers' compensation claims. If they appear to be fraudulent, they are referred to the Bureau of Fraudulent Claims and the District Attorney's office.

Section 125 (Cafeteria Plan): Through the flexible spending account or the health savings account, you may designate an annual dollar amount of your before-tax income to pay for certain eligible expenses. Particular care should be taken to assure that the funds required in the flexible spending account are not over estimated as unused funds cannot be returned to the participant at the end of the plan year. Please refer to the booklets for information about the program. If you need additional information or change forms, please speak with the CEO. 101
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Domestic Partners
VCE believes that basic medical/dental/vision coverage should be available to employees and their dependents.

To recognize non-traditional family arrangements and to demonstrate our commitment to our community of employees and their families, VCE has instituted a Domestic Partners Policy. This policy gives you the opportunity to cover a long-term, significant same sex partner under our benefits plans, as well as opposite sex partners for employees over 62 years of age. VCE wishes to make it clear that it cannot guarantee confidentiality of the relationship once a domestic partner is covered under our policy. See the CEO for more information.

Cal-COBRA
The California Continuation Benefits Replacement Act (Cal-COBRA) gives qualified employees and their dependents the opportunity to continue health insurance coverage under VCE’s health plan when a “qualifying event” would normally result in the loss of eligibility. Some common qualifying events are resignation, termination of employment, or death of an employee; a reduction in an employee’s hours or a leave of absence; an employee’s divorce or legal separation; and a dependent child no longer meeting eligibility requirements.

Under Cal-COBRA, you or the beneficiary pays the full cost of coverage at VCE’s group rates. In addition, you or the beneficiary may be required to pay an administration fee. Our plan administrator will provide you with a written notice describing rights granted under Cal-COBRA when you become eligible for coverage under our plan. The notice contains important information about your rights and obligations.

Recreational Activities and Programs
VCE or its insurer will not be liable for payment of workers’ compensation benefits for any injury that arises out of your voluntary participation in any off-duty recreational, social, or athletic activity that is not part of your work-related duties.

Leaves of Absence
Occasionally, for medical, personal, or other reasons, you may need to be temporarily released from the duties of your job with VCE. It is the policy of VCE to allow its eligible employees to apply for and be considered for certain specific leaves of absence.

All requests for leaves of absence shall be submitted in writing to your supervisor. Each request shall provide sufficient detail such as the reason for the leave, the expected duration of the leave, and the relationship of family members, if applicable. When you become aware of your need for leave, requests should be provided at least 30 days in advance. If your need for leave is not foreseeable, you should follow VCE’s customary notice and procedural requirements for requesting leave. Failure to return to work as scheduled from an approved leave of absence or to inform your supervisor of an acceptable reason for not returning as scheduled will be considered a voluntary resignation of employment. While on a leave of absence you may not obtain other employment or apply for unemployment insurance. If either of these instances occurs, you may be viewed as having voluntarily resigned from VCE.

You will not accrue PTO while you are on an unpaid leave of absence. There are several types of leaves for which you may be eligible.
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Medical Leaves of Absence
A medical leave of absence may be granted for non-work related temporary medical disabilities (other than pregnancy, childbirth and related medical conditions) until the end of the month in which the leave began with a doctor’s written certificate of disability (unless leave of a longer duration is required by law). Requests for leave should be made in writing as far in advance as possible, but, requests should be provided at least 30 days in advance. If your need for leave is not foreseeable, you should follow VCE’s customary notice and procedural requirements for requesting leave. If you are granted a medical leave, you are required to use any accrued sick pay. You also may use any PTO previously accrued.

A medical leave begins on the first day your doctor certifies that you are unable to work and ends when your doctor certifies that you are able to return to work. Your supervisor will supply you with a form for your doctor to complete, showing the date you were disabled and the estimated date you will be able to return to work.

Upon your return, you must present a doctor’s certificate showing fitness to return to work. If you need a medical-related leave longer than VCE can, consistent with business necessity and reasonable accommodation, approve, you will be advised.

For the duration of any leave of absence, health and life insurance benefits ordinarily provided by VCE, and for which you are otherwise eligible, will be continued until the last day of the month in which the leave begins. For the duration of a pregnancy disability leave, health and life insurance benefits ordinarily provided by VCE, and for which you are otherwise eligible, will be continued for the duration of your pregnancy disability leave. During this time, you will be required to contribute your portion of the premium on the same basis as you would have been required during your normal working relationship, including payment of any premium for the dependent coverage you have elected.

If you wish to continue these benefits you may do so by electing to continue the benefit through the CAL-COBRA provisions, and by paying the applicable premiums.

You will not accrue PTO while you are on an unpaid medical leave of absence.

If returning from a non-work related medical leave, you will be offered the same position held at the time of leaving, if available. However, we cannot guarantee that your job or a similar job will be available upon your return. If VCE is unable to provide a job for you at the end of your leave, we will end your employment, but you will be eligible to apply for any opening that may arise for which you are qualified.

Bereavement Leave
VCE provides regular full-time and regular part-time employees up to three (3) days’ paid bereavement leave in the event of a death in your immediate family. For purposes of this policy, “immediate family” includes your spouse, parent, child, sibling; your spouse’s parent, child, or sibling; your long- time companion or domestic partner; and your grandparents or grandchildren. If you need to take time off due to the death of an immediate family member you should contact your supervisor. Your supervisor may approve additional unpaid time off. 103
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Bone Marrow and Organ Donation Leave
Employees who are donating an organ to another person may take a leave of absence not exceeding 30 business days (and which may be taken in one or more periods) in any one-year. Employees who are donating their bone marrow to another person may take a leave of absence not exceeding 5 business days (and which may be taken in one or more periods) in any one year.

Requests for leave should be made in writing as far in advance as possible. You must provide a written medical certification from your health care provider to VCE that shows that you are a bone marrow or organ donor and that there is a medical necessity for the donation.

Bone Marrow and Organ Donation leave is a paid leave; however, you are required to use up to 5 days of accrued but unused sick or PTO leave for bone marrow donation, and up to 2 weeks of accrued but unused sick or PTO leave for organ donation.

For the duration of a Bone Marrow or Organ Donation leave of absence, health and life insurance benefits ordinarily provided by VCE, and for which you are otherwise eligible, will be continued until the last day of the month in which the leave begins. During this time, you will be required to contribute your portion of the premium on the same basis as you would have been required during your normal working relationship, including payment of any premium for the dependent coverage you have elected.

When you are ready to return to work after a Bone Marrow or Organ Donation leave, you must provide certification from your medical care provider that you are able to safely perform all of the essential functions of your position with or without reasonable accommodation. Except as otherwise allowed by law, you are entitled, upon return from leave, to be reinstated in the position you held before the Bone Marrow or Organ Donation leave, or to be placed in a comparable position with comparable benefits, pay, and terms and conditions of employment.

Civil Air Patrol Leave
Employees who volunteer for the California Wing of the Civil Air Patrol are allowed up to ten days of unpaid leave each year. This leave covers employees who are needed to respond to an emergency operational mission who have been employed by VCE for at least 90 days immediately preceding the requested leave. VCE reserves the right to verify the need for the leave with the Air Patrol.

Domestic Violence and Sexual Assault Victim Leave
VCE takes threats and actions of domestic abuse and sexual assault against our employees very seriously, and wants employees to feel free to obtain services to keep themselves and their dependents safe.

If at any time you need to be absent from work because you have been a victim of domestic violence or sexual assault, and you need to take time off to ensure your safety, seek medical treatment, or receive counseling as a result of domestic violence or sexual assault, please let your supervisor or the CEO know immediately. Your privacy will be protected to the greatest extent possible. You may use accrued PTO or sick leave in lieu of unpaid time off for these purposes.
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Jury Duty or Witness Leave
You may want to fulfill your civic responsibilities by serving on a jury or as a witness as required by law.

Absences from work due to jury or witness services may be taken as PTO, or you may request unpaid leave for the length of absence. VCE will comply with all federal and state requirements for jury and witness pay for exempt employees. You may be requested to provide written verification from the court clerk of having served as a juror or witness.

Prior to taking jury duty or witness leave, you must provide the jury duty or witness summons to your supervisor. You must provide the summons as soon as possible so that arrangements can be made to cover your absence. You are expected to report for work whenever the court schedule permits, including reporting for half-or partial work days. If you are called for jury duty during a particularly busy time, VCE may ask you to request the court postpone your mandatory jury duty to a more convenient time for VCE. You may receive fees and transportation reimbursement from the court for appearing as a juror or witness. You will retain all fees paid for appearing as a juror or witness, plus any transportation reimbursements received.

Military Leave
If you wish to serve in the military and take military leave you should contact the CEO for information about your rights before and after such leave. You are entitled to reinstatement upon completion of military service provided you return or apply for reinstatement within the time allowed by law.

Pregnancy Parental Disability Leave
VCE recognizes the importance of supporting employees in their journey of parenthood and promoting worklife balance. This policy establishes guidelines for parental leave, which encompasses both maternity and paternity leave, to provide employees with the opportunity to bond with their newborn or newly adopted child and to adjust to the demands of parenthood.

Eligibility: This policy applies to all full-time employees and covers both biological and adoptive parents.

Parental Leave:

VCE offers 4 weeks (1 month) of fully paid parental leave at the employee's base salary (less applicable taxes), providing them with dedicated time to care for and nurture their newborn or newly adopted child. Employees must provide reasonable notice and share their expected dates of absence with their manager and Human Resources. During parental leave, employees will retain access to applicable benefits, as outlined in our employee benefit policies. Employees may choose to take parental leave all at once or in increments, subject to discussion and agreement with their managers.
• Maternity Leave: Time off before and after childbirth. • Paternity Leave: Time off for non-birth parents, enabling them to support their partners and bond with their newborn or newly adopted child.
• Adoption Leave: Time off for employees who adopt a child to provide them with time to integrate the child into their family and establish a nurturing environment. 105
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Parental leave may run concurrently with applicable federal (FMLA) and state (PDL, CFRA) leave requirements and regulations. Contact Human Resources for more details.

Pregnancy Disability (Eligibility and Terms) of Leave
Female employees are entitled to an unpaid Pregnancy Disability Leave (PDL) during the time they are disabled due to pregnancy, childbirth, or related medical conditions. This leave will be for the period of disability, up to four months or 17 1/3 workweeks. You are “disabled by pregnancy” if you are unable because of pregnancy to work at all, are unable to perform the essential functions of your job, or to perform these functions without undue risk to successful completion of your pregnancy, or to other persons.

Leave may be taken intermittently or on a reduced work schedule when medically advisable, as determined by your medical care provider. Medical certification is required, and the length of Pregnancy Disability Leave will depend on the medical necessity for the leave. If you need intermittent leave or leave on a reduced schedule, VCE may require you to transfer, during the period of the intermittent or reduced schedule leave, to an available alternative position for which you are qualified and which better accommodates your recurring periods of leave.

Transfer to an alternative position may include altering an existing job to better accommodate your need for intermittent leave or a reduced work schedule.

Applying For Leave
If possible, you should give at least 30 days’ notice requesting a pregnancy-related leave. This notice must provide and include the expected date on which the leave will begin, written certification from your medical care provider stating the anticipated delivery date and the duration of the leave.

Return to Work
Before returning to work, you must provide a release from your medical care provider certifying that you are able to safely perform all of the essential functions of your position with or without reasonable accommodation.

VCE will reinstate you to your position unless:

1. Your job has ceased to exist for legitimate business reasons;

2. Your job could not be kept open or filled by a temporary employee without substantially undermining VCE’s ability to operate safely and efficiently;

3. You have directly or indirectly indicated your intention not to return;

4. You are no longer able to perform the essential functions of the job with or without reasonable accommodation;

5. You have exceeded the length of the approved leave; or

6. You are no longer qualified for the job.

If VCE cannot reinstate you to the position you held before the pregnancy disability leave began, VCE will offer you a comparable position, provided that a comparable position exists and is available, and provided that filling the available position would not substantially undermine VCE’s ability to operate safely and efficiently. 106
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Integration With Other Benefits
A pregnancy disability leave is unpaid, but you are required to use your accrued sick leave during the leave. In addition, you may elect to use accrued PTO during the leave. Sick leave and PTO will supplement any State Disability Insurance benefits. VCE will maintain group medical benefits during a pregnancy disability leave as required by law. No additional PTO, sick leave or holiday pay will accrue during the leave (except during the time period you are using sick leave or PTO). You may also, however, be eligible for short term disability benefits.

Continuation of Medical Benefits
For the duration of your PDL leave of absence, health and life insurance benefits ordinarily provided by VCE, and for which you are otherwise eligible, will be continued for the duration of your pregnancy disability leave. During this time, you will be required to contribute your portion of the premium on the same basis as you would have been required during your normal working relationship, including payment of any premium for the dependent coverage you have elected. If you fail to return to work at the conclusion of PDL leave and wish to continue these benefits, you may do so by electing to continue the benefit through the Cal-COBRA provisions, and by paying the applicable premiums.

School Appearance Leave
If you are the parent or guardian of a child who has been suspended from school and you receive a notice from your child’s school requesting that you attend a portion of a school day in the child’s classroom, you may take unpaid time to appear at the school, unless you use accrued PTO. Before your planned absence, you must give reasonable notice to your supervisor that you have been requested to appear by your child’s school.

Time Off for Victims of a Violent or Serious Crime
Under certain circumstances, employees who are victims of serious crimes may take time off work to participate in judicial proceedings. Qualified family members of such crime victims may also be eligible to take time off from work to participate in judicial proceedings. The law defines a serious crime to include violent or serious felonies, such as felonies involving theft or embezzlement, crimes involving vehicular manslaughter while intoxicated, child abuse, physical abuse of an elder or dependent adult, stalking, solicitation for murder, hit-and-run causing death or injury, driving under the influence causing injury, and sexual assault. When possible, you must provide us with advance notice of the need for the time off. Your privacy will be protected to the greatest extent possible. Time away from work for non-exempt employees will be without pay, unless you wish to use your accrued PTO or sick leave to cover the period of absence.

Time Off To Vote
If you do not have sufficient time outside of working hours to vote in a statewide election, you may, without loss of pay, take off up to two hours of working time to vote. Such time must be at the beginning or end of the regular working shift, whichever allows the most free time for voting and the least time off from working, unless otherwise mutually agreed. You must notify us at least two working days in advance to arrange a voting time.

Volunteer Emergency Duty Leave
VCE will allow unpaid time off to employees who perform emergency duty as a volunteer firefighter, reserve peace officer, emergency rescue personnel, an officer, employee, or member of a disaster medical response entity sponsored or requested by the state. If you are a volunteer firefighter, or perform other emergency 107
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personnel duties, please alert your supervisor so that he or she may be aware of the fact that you may have to take time off for emergency duty. When possible, you must provide us with advance notice of the need for the time off. Time away from work will be without pay, unless you wish to use your accrued PTO or sick leave to cover the period of absence.

Workers’ Compensation
We, in accordance with state law, provide insurance coverage for employees in case of a work related injury. To ensure that you receive any workers’ compensation benefits to which you may be entitled, you will need to:

1. Immediately report any work-related injury to your supervisor.

2. Seek medical treatment and follow-up care if required.

3. Complete a written Employee’s Claim Form (DWC Form 1) and return it to your supervisor.

Provide us with certification from your health care provider regarding the need for workers’ compensation disability leave and your ability to return to work from the leave.

Return to Work Policy
VCE is committed to returning injured employees to modified or alternative work as soon after a work related injury as possible. Temporarily modifying your job or providing you with an alternative position will do this. Your medical condition along with any limitations or restrictions given by the attending physician will be considered as a priority when identifying the modified/alternative position.

The program is intended to provide our employees with an opportunity to continue as valuable members of our team while recovering from a work related injury. We want to minimize any adverse effects of an ongoing disability on our employees. This program is intended to promote speedy recovery, while keeping the employees’ work patterns and income consistent. At the same time, we benefit from having our employees providing a service and contributing to the overall productivity of our business. VCE retains discretion to decide whether to provide modified duty.

Receipt and Acknowledgment of VCE Employee Handbook
I have received my copy of VCE’s employee handbook. I understand and agree that it is my responsibility to read and familiarize myself with the policies and procedures contained in the handbook.

At-Will Employment
I further understand that my employment is at-will, and neither VCE nor I have entered into a contract regarding the duration of my employment. I am free to terminate my employment with VCE at any time, with or without cause. Likewise, VCE has the right to terminate my employment with or without cause, at the discretion of VCE.

No employee of VCE can enter into an employment contract for a specified period of time, or make any agreement contrary to this policy without the written approval from the CEO.

Future Revisions
We reserve the right to revise, modify, delete or add to any and all policies, procedures, work rules or benefits stated in this employee handbook or in any other document, except for the policy of at-will employment. Any written changes to this employee handbook will be distributed to all employees so that you will be aware of the new policies 108
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or procedures. No oral statements or representations can in any way change or alter the provisions of this employee handbook.

Receipt and Acknowledgement of VCE Handouts
Illness and Injury Prevention Plan
I acknowledge that I have read and understand the VCE’s Illness & Injury Prevention Plan and that I agree to abide by these policies.

Drug and Alcohol Abuse Policy
I certify that I have read VCE’s Drug and Alcohol Abuse Policy and agree to abide fully by its terms. I understand that as a condition of my employment, I may be subjected to drug testing and that my privacy rights are thereby limited. I also understand that I must notify VCE of any conviction for a drug violation that occurs within five days after such a conviction. I understand that any violation of the policy may result in serious disciplinary action, including immediate termination.

Employee’s Printed Name____________________________ Position_____________________________ Employee’s Signature________________________________ Date________________________________ 109
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Receipt and Acknowledgement of VCE Handouts
Sexual Harassment Prevention Handout
I acknowledge that I have read and understand the enclosed pamphlet on sexual harassment prevention in the workplace and reporting procedures in the event that harassment occurs.

State Disability Insurance, Paid Family Leave and Unemployment Handouts I acknowledge that I have received the enclosed pamphlets on state disability insurance, paid family leave and unemployment insurance as provided by the Employment Development Department.

Workers’ Compensation Handout
I acknowledge that I have received the enclosed pamphlet on workers’ compensation benefits as provided by the California Chamber of Commerce.

Employee’s Printed Name____________________________ Position_____________________________ Employee’s Signature________________________________ Date________________________________ 110
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Employee Handbook
Updated
February 12, 2026
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Table of Contents
Welcome To Valley Clean Energy ..............................................................................................................................5 Introductory Policies ..................................................................................................................................................6 Introduction & Future Revisions.........................................................................................................................6 Our Working Relationship ..................................................................................................................................6 Open Communication Policy ..............................................................................................................................6 Equal Employment Opportunity.........................................................................................................................6 Unlawful Harassment.........................................................................................................................................7 Employment Policies and Practices............................................................................................................................9 Classification of Employees................................................................................................................................9 Rehired/Converted Employees ....................................................................................................................... 10 Job Duties........................................................................................................................................................ 10 Work Schedules............................................................................................................................................... 10 Personnel Records........................................................................................................................................... 11 Inspection of Payroll Records.......................................................................................................................... 11 Layoffs and Work Reductions.......................................................................................................................... 11 Employment Termination................................................................................................................................ 11 Employment Verification and References....................................................................................................... 12 Timekeeping and Attendance ................................................................................................................................. 12 Punctuality and Attendance ............................................................................................................................ 12 Timekeeping Requirements for Non-Exempt Staff ......................................................................................... 13 Meal and Rest Periods for Non-Exempt Staff.................................................................................................. 13 Overtime Time Provisions for Non-Exempt Staff ............................................................................................ 13 Make Up Time for Non-Exempt Staff .............................................................................................................. 14 Exempt Employee Time Off............................................................................................................................. 14 Lactation Accommodation .............................................................................................................................. 14 Payment of Wages........................................................................................................................................... 14 Advances.......................................................................................................................................................... 15 Payroll Deductions, Wage Attachments and Garnishments........................................................................... 15 Reporting Time Pay ......................................................................................................................................... 15 112
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Payment for Hours Worked During Business Travel for Non-Exempt Staff.................................................... 15 Pay for Mandatory Meetings for Non-Exempt Staff ....................................................................................... 15 Standards of Conduct.............................................................................................................................................. 16 Professional Business Conduct and Ethics ...................................................................................................... 16 Performance Evaluations................................................................................................................................. 17 Problem Resolution ......................................................................................................................................... 19 Alcoholic Beverage Consumption.................................................................................................................... 19 Drug and Alcohol Abuse .................................................................................................................................. 19 Customer and Public Relations........................................................................................................................ 21 Confidentiality ................................................................................................................................................. 21 Conflict of Interest........................................................................................................................................... 22 Solicitation....................................................................................................................................................... 22 Media Contact................................................................................................................................................. 22 Employment of Friends or Relatives................................................................................................................ 22 Personal Relationships in the Workplace........................................................................................................ 23 Dress Policy...................................................................................................................................................... 24 Day to Day Operations ............................................................................................................................................ 24 Employer and Employee Property................................................................................................................... 24 Electronic Systems and Privacy ....................................................................................................................... 24 Social Media Guidelines .................................................................................................................................. 25 Telephone Usage............................................................................................................................................. 27 Cell Phone Usage............................................................................................................................................. 27 Workplace Monitoring .................................................................................................................................... 28 Travel Expense Policy ...................................................................................................................................... 28 Agency Property and Equipment..................................................................................................................... 28 Personal Use of Agency Property .................................................................................................................... 29 Driving Record and Insurance.......................................................................................................................... 30 Health and Safety ............................................................................................................................................ 30 Smoking Policies.............................................................................................................................................. 30 Security............................................................................................................................................................ 31 Workplace Violence......................................................................................................................................... 31 Off-Duty Use of Facilities................................................................................................................................. 31 113
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Parking............................................................................................................................................................. 32 Employee Suggestion Program........................................................................................................................ 32 Employee Benefits................................................................................................................................................... 32 Benefits............................................................................................................................................................ 32 Official Health Plan Documents....................................................................................................................... 32 Paid Time Off (PTO) ......................................................................................................................................... 32 Holidays........................................................................................................................................................... 35 Insurance Benefits........................................................................................................................................... 35 Domestic Partners........................................................................................................................................... 38 Cal-COBRA ....................................................................................................................................................... 38 Recreational Activities and Programs.............................................................................................................. 38 Leaves of Absence ........................................................................................................................................... 38 Medical Leaves of Absence ............................................................................................................................. 39 Bereavement Leave......................................................................................................................................... 39 Bone Marrow and Organ Donation Leave....................................................................................................... 40 Civil Air Patrol Leave........................................................................................................................................ 40 Domestic Violence and Sexual Assault Victim Leave....................................................................................... 40 Jury Duty or Witness Leave ............................................................................................................................. 41 Military Leave .................................................................................................................................................. 41 Parental Leave ................................................................................................................................................. 41 Pregnancy Disability Leave ............................................................................................................................ 412 Integration With Other Benefits...................................................................................................................... 43 Continuation of Medical Benefits.................................................................................................................... 43 School Appearance Leave................................................................................................................................ 43 Time Off for Victims of a Violent or Serious Crime ......................................................................................... 43 Time Off to Vote .............................................................................................................................................. 43 Volunteer Emergency Duty Leave ................................................................................................................... 43 Workers’ Compensation.................................................................................................................................. 44 Return to Work Policy ..................................................................................................................................... 44 Receipt and Acknowledgment of VCE Employee Handbook........................................................................... 44 Receipt and Acknowledgement of VCE Handouts........................................................................................... 46 114
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Welcome To Valley Clean Energy Alliance
DATE
Dear VCE Employee:

INSERT COVER LETTER HERE
Sincerely,
Mitch Sears
Chief Executive Officer
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Introductory Policies
Introduction & Future Revisions
We hope you will find your employment with Valley Clean Energy Alliance (“VCE” or “Agency”) to be both rewarding and challenging. Our staff are key to VCE’s success and we carefully select our new employees. This handbook is not a contract, express or implied, nor does it guarantee employment for any specific length of time.

The policies included in this handbook are guidelines only and are subject to change as VCE deems appropriate.

From time to time you may receive notice of new or modified policies, procedures, benefits, or programs. No oral statements or representations can in any way change or alter the provisions of this employee handbook.

Our Working Relationship
VCE does not offer tenure or any other form of guaranteed employment. Either VCE or the employee can terminate the employment relationship at any time, with or without cause, with or without notice. This is called Employment At Will. This employment at will relationship exists regardless of any other written statements or policies contained in this handbook or any other Agency documents or any verbal statement to the contrary.

No one except VCE’s Chief Executive Officer (CEO) can enter into any kind of employment relationship or agreement that is contrary to the previous statement. To be enforceable, such relationship or agreement must be in writing, signed by the CEO, approved by the VCE Board.

Open Communication Policy
At VCE, courtesy, tact and consideration should guide each employee in relationships with fellow workers and the public. It is mandatory that each employee show maximum respect to every other person in the organization. The purpose of communication should be to help others and to make our business run as effectively as possible, thereby gaining the respect of our colleagues and customers.

Equal Employment Opportunity
VCE is an equal opportunity employer and makes employment decisions on the basis of merit and business need. VCE’s policies prohibit unlawful discrimination based on race, color, religious creed, gender, pregnancy (or related medical condition), genetic information, genetic characteristics, gender identity, gender expression, religion, marital status, military or veteran status, age, national origin or ancestry, physical or mental disability, medical condition, sexual orientation, or any other consideration made unlawful by federal, state or local laws.

All such discrimination is contrary to VCE policy.

Reasonable Accommodation.

When necessary under the California Fair Employment and Housing Act and the Americans with Disabilities Act, VCE will reasonably accommodate an employee or applicant with a disability if the employee or applicant is otherwise qualified to safely perform all of the essential functions of the position. 116
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We will make reasonable accommodations when requested to comply with applicable laws ensuring equal employment opportunities to qualified individuals with a disability. VCE will engage in a timely, good-faith, interactive process to determine a reasonable accommodation, if any, in response to a request for reasonable accommodation by an employee or applicant with a known physical or mental disability or known medical condition. VCE will consider all requests for accommodation, but retains discretion to determine what, if any, accommodation to provide.

Unlawful Harassment
VCE intends to provide a work environment that is pleasant, professional, and free from intimidation, hostility or other offenses which might interfere with work performance. Harassment of any sort - verbal, physical, or visual - will not be tolerated. This includes both sexual harassment as well as harassment based on an employee’s status in a protected class. These classes include, but are not necessarily limited to race, color, religion, age, gender, genetic information, genetic characteristics, gender identity, gender expression, sexual orientation, pregnancy (or related medical condition), national origin or ancestry, disability, medical condition, marital status, veteran status, military status, or any other protected status defined by law. This policy also prohibits unlawful harassment based on the perception that anyone has any of those characteristics, or is associated with a person who has or is perceived as having any of those characteristics. This policy extends to unlawful harassment of VCE employees by any other VCE employees, vendors, independent contractors, customers, or others with whom employees may come into contact with during their work for VCE.

Our workplace is not limited to our facilities, but may also include customer and vendor facilities, as well as anywhere a business-related function, or social function sponsored by VCE, is taking place.

What Is Workplace Harassment?
Workplace harassment can take many forms. It may be, but is not limited to, words, signs, offensive jokes, cartoons, pictures, posters, e-mail jokes, social media communication, messages or statements, pranks, intimidation, physical assaults or contact, or violence. It may also take the form of other vocal activity including derogatory statements not directed to the targeted individual but taking place within their hearing. Other prohibited conduct includes written material such as notes, photographs, cartoons, articles of a harassing or offensive nature, and taking retaliatory action against an employee for discussing or making a harassment complaint. In addition, this policy protects employees against conduct from all individuals in the workplace, such as fellow employees, supervisors, outside customers, vendors, independent contractors, or other non-employees who conduct business with our agency.

What Is Sexual Harassment?
Sexual harassment may include unwelcome sexual advances, requests for sexual favors, or other verbal or physical contact of a sexual nature. When this conduct creates an offensive, hostile and intimidating working environment, it may prevent an individual from effectively performing the duties of their position. It also encompasses such conduct when it is made a term or condition of employment or compensation, either implied or stated and when an employment decision is based on an individual's acceptance or rejection of such conduct.

It is important to note that harassment crosses age and gender boundaries and cannot be stereotyped. Among other perceived unconventional situations, sexual harassment may involve two women or two men. Harassment 117
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may exist on a continuum of behavior. For instance, one example of harassment may be that of an employee showing offensive pictures to another employee.

Generally, two categories of harassment exist. The first, "quid pro quo," may be defined as the demand for sexual favors in exchange for improvement or continuance in your working conditions and/or compensation.

The second category, "hostile, intimidating, offensive working environment," can be described as a situation in which unwelcome sexual advances, requests for sexual favors, or verbal or other conduct creates an intimidating or offensive environment. Examples of a hostile, intimidating, and offensive working environment include, but are not limited to, pictures, cartoons, symbols, or items found to be offensive. An employee may have a claim of harassment even if he or she has not lost a job or other economic benefit.

Responsibility
All VCE employees, and particularly supervisors, have a responsibility for keeping our work environment free of harassment. Any employee who becomes aware of an incident of harassment, whether by witnessing the incident or being told of it, must report it to their immediate supervisor, the CEO or a management representative with whom they feel comfortable. When supervisors become aware of the existence of conduct that could violate this policy, they are obligated to take prompt and appropriate action, whether or not the recipient of the harassment wants VCE to do so.

Reporting
If you believe you have been harassed by any agency employee, customer, contractor, or other business contact, you are required to report it to your supervisor or any other member of management. While we encourage you to communicate directly with the alleged harasser, and make it clear that the harasser's behavior is unacceptable, it is not required that you do so. It is essential, however, to notify a member of management immediately even if you are not sure the offending behavior is considered harassment. Any incidents of harassment must be immediately reported. At any time if you feel that you are in immediate harm and do not have time to contact either the CEO or your supervisor, seek assistance from any management representative.

Appropriate investigation and disciplinary action will be taken. All reports will be promptly investigated.

However, confidentiality cannot be guaranteed. Any employee found to have harassed any employee will be subject to severe disciplinary action up to and including termination. VCE will also take any additional action necessary to appropriately remedy the situation. Retaliation of any sort will not be permitted. No adverse employment action will be taken for any employee making a good faith report of alleged harassment.

All employees must report any incidents immediately so that complaints can be quickly and fairly resolved. The California Department of Fair Employment and Housing (“DFEH”) investigates and may prosecute complaints of harassment. Whenever an employee thinks he or she has been harassed or that he or she has been retaliated against for resisting or complaining, that employee may file a complaint with the DFEH. The nearest DFEH office is listed in the telephone book or on-line.

Harassment and Retaliation Prohibited
VCE prohibits any form of harassment on a protected basis that impairs an employee’s working ability or emotional well-being at work. VCE also prohibits any employee from retaliating in any way against anyone who has raised any concern about harassment or discrimination against another individual. We will investigate any 118
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complaint of harassment, discrimination, and retaliation and will take immediate and appropriate disciplinary action if any such conduct has been found within the workplace.

Employment Policies and Practices
Classification of Employees
A new hire will be classified as either “exempt” or “non-exempt.” Non-exempt employees are entitled to overtime pay for hours worked in excess of forty (40) hours per workweek.

Exempt employees are those employees whose duties and responsibilities allow them to be “exempt” from provisions as provided by the Federal Fair Labor Standards Act (FLSA) and any applicable state laws. If you are an exempt employee, you will be advised that you are in this classification at the time you are hired, transferred, or promoted. Participation in VCE’s benefits programs may be affected by your employment status or classification.

All employees of VCE whether exempt, non-exempt, full-time, part-time, or temporary are employed at-will.

1. The EXEMPT status applies to certain administrative, professional, and executive staff. Exempt employees qualify for exemption from overtime regulations under state and federal law and their salaries already take into account that they may work long hours.

2. The NON-EXEMPT status applies to all other regular employees. Non-exempt employees receive extra pay for overtime work (as described in the overtime section of this employee handbook). Employees working in non-exempt positions are compensated for the actual amount of time spent on their job and are entitled to receive time and one-half (1 ½) their regular rate of pay for each hour worked in excess of forty (40) hours in a work week.

3. FULL-TIME employees work on a regular basis for at least 40 hours per week. Full-time employees may or may not be EXEMPT. They are eligible for all benefits available through work at VCE, so long as they meet the applicable requirements, such as length of service.

4. PART-TIME employees are regularly scheduled to work fewer than 40.0 hours per week. Part-time employees who are regularly scheduled to work a minimum of 30 hours per week are entitled to all benefits as explained later in this employee handbook according to a prorated formula based on their average hours worked compared to a standard 40.0 hour workweek. Part-time employees who are regularly scheduled to work less than 30 hours per week are not eligible for benefits covered in this employee handbook, other than those required by law or as stipulated in writing signed by the CEO.

5. TEMPORARY EMPLOYEES are hired with the understanding that their employment will not continue beyond a stated date or beyond completion of a specified project or projects. Temporary employees will generally not be employed for more than 6 months. Temporary employees are not eligible for benefits covered in this employee handbook, other than those required by law or as stipulated in writing signed by the CEO.

6. INTERNS are employees who are gaining supervised practical experience in a professional field. Interns may be paid, but are not eligible for any benefits listed in this employee handbook except as required by law.
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Recruitment
VCE will conduct an appropriate recruitment, depending on the needs of the organization and the position involved. Open positions may or may not be posted to solicit outside candidates. If you are aware of a vacancy and are interested in being considered for the position, you should discuss the matter with your current supervisor.

Rehired/Converted Employees
If you meet eligibility requirements for rehire at the time of your separation from VCE, you may apply for any open position for which you are qualified. Former employees will be considered along with all other applicants, and have no greater chance of being selected for employment than all other applicants.

If you are rehired by VCE or convert from part-time to full-time status, your length of service with VCE for all purposes will be calculated from the rehire date or the date of conversion to full-time status.

Employees who are involuntarily terminated for performance reasons or for violation of agency policy are ineligible for rehire. In addition, employees who voluntarily resign may still be ineligible for re-hire if VCE learns of circumstances that would have justified termination for performance-based reasons regardless of when that information is acquired.

Job Duties
Your supervisor will explain your job responsibilities and the performance standards expected of you. Your job responsibilities may change at any time during your employment; for example you may be asked to work on special projects or to assist with other work necessary or important to the operation of VCE. It is expected that VCE will have your cooperation and assistance in performing such additional work.

VCE also may, at any time, with or without notice, alter or change your job responsibilities, reassign or transfer your position, or assign you additional job responsibilities depending on business needs.

Work Schedules
VCE’s normal business hours are 8:00 a.m. through 5:00 p.m., Monday through Friday. Your supervisor will assign your individual work schedule, and you are expected to be ready to perform your work at the start of your scheduled shift. Flexible work schedules and telecommuting may be accommodated with the approval of your supervisor. Alternative work arrangements are not an entitlement or employee benefit. A supervisor may end the arrangement at any time for any reason or without cause. All changes to normal working hours, flexible work schedules, and telecommuting arrangements should be documented with your supervisor and HR representative.

On occasion, work schedules may fluctuate with customer demand and business needs. If a change in your work schedule is required, your supervisor will notify you at the earliest opportunity. You may be required to work overtime or hours other than those normally scheduled. Exempt employees are required to work as many hours as are necessary to complete the responsibilities of their positions. 120
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Personnel Records
A personnel file will be confidentially maintained for each VCE employee. You may review your personnel file during regular business hours upon making a request to the CEO. An appointment will be made for the purpose of allowing the review.

VCE will treat your personnel records as confidential and private. However, there are certain times when information may be given to a person outside VCE. These include:

1. In response to a subpoena, court order, or order of an administrative agency;

2. To a governmental agency as part of an investigation by that agency of VCE’s compliance with applicable law;

3. In a lawsuit, administrative proceeding, grievance, or arbitration in which you and VCE are parties;

4. In a workers’ compensation proceeding;

5. To administer employee health benefit plans;

6. To a health care provider, when necessary;

7. To a first aid or safety personnel, when necessary; and

8. Information will be disclosed to prospective employers in accordance with the section on Employment Verification and References.

Please promptly notify the CEO of any changes in your personal data. Keeping your file up-to-date can be important with regard to pay, deductions, benefits and other matters. Coverage or benefits that you and your family may receive under VCE’s benefits package could be negatively affected if the information in your personnel file is incorrect.

Inspection of Payroll Records
Employees and former employees have the right to inspect and obtain copies of their own payroll records as required by applicable law. All requests must be submitted in writing to VCE’s CEO. Responses will be provided as required by law. Individuals who make a request may be asked to provide identification and may be required to pay for the cost of making the copies.

Layoffs and Work Reductions
VCE may implement layoffs. Employees will be selected for layoff at VCE’s discretion based on a combination of factors, including, but not necessarily limited to: business needs, employee performance and productivity, qualifications, attendance, attitude, ability and willingness to work the required days and hours, and the ability to work cooperatively with others in the affected work unit.

The weight given to the above factors may vary depending upon the particular needs of the affected work unit and VCE as a whole at the time of the layoff.

Employment Termination
VCE strives to ensure a smooth transition for employees leaving VCE.

VCE and its employees have an employment relationship that is known as “employment at will.” This means that employees are not required to work for VCE for any set period of time nor is VCE required to employ individuals 121
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for any specific length of time. The statements made in this policy do not alter, modify or limit the employment at will relationship. An “at-will” employee is subject to termination of employment at any time VCE concludes it appropriate to do so.

Involuntary separation from service means that the termination action is being initiated by VCE, rather than by the employee. In general, employees who are discharged by VCE are not eligible for rehire. However, employees who are terminated due to layoff or restructuring may be eligible for rehire or recall at VCE’s discretion.

VCE will consider you to have voluntarily terminated your employment if you do any of the following:

1. Resign from VCE;

2. Fail to return from an approved leave of absence on the date specified by VCE, or;

3. Fail to report to work or call in for 3 consecutive work days In the event that you resign voluntarily, we ask – but do not require – that you provide two weeks’ notice to allow for a smooth transition and training of any replacement personnel.

All agency property such as office equipment, credit cards, keys, manuals, computer equipment, and cell phones must be returned on or prior to the last day of employment. You should return these items to your immediate supervisor.

Final wages for time worked, plus any pay for unused but accrued PTO, will normally be paid on your last day of employment, but no later than the next regularly scheduled payday.

Employment Verification and References
When VCE receives a request for references or employment verification, VCE will disclose only the dates of employment and the title of the last position held. VCE will provide a prospective employer with your last earned wage or salary only at your written request. VCE will release additional information only with a signed authorization and waiver of liability in a form acceptable to VCE.

Only the CEO is authorized to respond to requests for employee references and verification of employment. No other supervisor or employee is authorized to provide references for current or former employees.

As an employee of VCE, all requests for information regarding another employee must be forwarded to the CEO.

Timekeeping and Attendance
Punctuality and Attendance
Regular attendance and punctuality are “essential functions” of your job. You are expected to maintain regular attendance during all scheduled work hours, report to work on a timely basis, and work through the end of your regularly scheduled workday. Chronic absenteeism or lateness will not be tolerated and will result in discipline, up to and including termination. In the event of an unscheduled absence, please abide by the following:
• You must personally call your supervisor prior to the start of your shift if you are unable to report to work, or will be late to work, on any particular day.
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• You are expected to advise another management representative of your absence if you are not able to reach your supervisor and leave a telephone number where you can be reached. • You may not have a relative or friend call in to report your absence, unless you are unable to call yourself due to a medical or other emergency.
• If you call after the start of your shift you will be considered tardy for that day. • You are expected to provide your supervisor with explanation of your absence or tardiness and inform your supervisor of the expected duration of the absence. If you are absent for medical reasons, you do not need to disclose the underlying medical condition.
• With the exception of certain extenuating circumstances, you must call in each day you are scheduled to work and will not report to work.

Repeated absenteeism or tardiness (whether excused or not) is not tolerated. Continuing patterns of absences, early departures, or tardiness - regardless of the exact number of days—may warrant disciplinary action, up to and including termination of employment. Emergency or extraordinary circumstances concerning an absence or tardiness will be considered, and we reserve the right to make an exception to this policy if, at our discretion, an exception is warranted. Repeated car failures, missing the bus, consistently failing to arrange back-up childcare or oversleeping do not constitute emergency or extraordinary circumstances. We reserve the right to determine what is considered excessive absenteeism. In all cases, we will make accommodations for qualified employees with disabilities where required by law.

If you fail to report for work for three (3) consecutive days without any notification to your supervisor, we will consider that you have abandoned your employment, and have resigned your position.

Timekeeping Requirements for Non-Exempt Staff
Applicable law requires VCE to keep an accurate record of time worked. Employee time records are official VCE records and must be accurately maintained. You must input your own time at the start and at the end of each workday, and at the start and end of each lunch hour. Completing another employee’s time record or intentionally falsifying a time record is a serious violation and may result in immediate termination of employment. If a time record needs to be corrected, both you and your supervisor must initial the change in the time record to verify its accuracy.

Meal and Rest Periods for Non-Exempt Staff
Employees will generally be provided with at least a 30-minute lunch break per day, which can be scheduled by your supervisor to best accommodate the workday.

Overtime Time Provisions for Non-Exempt Staff
As necessary, you may be asked to work overtime. Only actual hours worked in a given workday or workweek will be counted in determining which hours constitute overtime. We will attempt to distribute overtime evenly and accommodate individual schedules. A supervisor must previously authorize all overtime work. Any overtime worked without prior authorization may be grounds for discipline. We provide compensation for all overtime hours worked by non-exempt employees as follows: All hours worked in excess of forty (40) hours in one workweek will be treated as overtime.
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Hours worked for purposes of overtime do not include an unpaid meal period, or hours away from work due to PTO, sickness, holiday, jury duty, or other absences from work. No overtime compensation will be paid to exempt employees. Exempt employees may have to work hours beyond their normal schedules, as work demands require.

Make-Up Time for Non-Exempt Staff
Make-Up time is defined as when a non-exempt employee asks his or her supervisor for additional time off to attend to personal matters. If the request is granted, this time off will be without pay. If you wish to make up this missed time, you may submit a “Make-Up Time Request Form” to your supervisor before the make-up time is worked. It is within the supervisor’s discretion to grant the request. Make-Up time must be worked in the same workweek as the missed time (including prior to the missed time) in order not to incur overtime. You may not work over forty (40) hours total in the week including make-up time.

Exempt Employee Time Off
Exempt employees of VCE are paid a salary, which compensates them for working as many hours as required to complete their job duties. Exempt employees do not receive overtime pay. We realize, however, that in instances of extraordinary additional pressure or increased work hours, it may be appropriate for supervisors to recognize the exempt employee’s efforts by granting the employee extra time-off separate from and in addition to the employee’s accrued PTO time. In order to achieve consistency among supervisors and fairness to the exempt employees, supervisors should use the following guidelines when exercising their discretion to grant additional time off:

1. Limit the amount of additional time-off to no more than two days;

2. Require the employee to take the time-off in the week immediately following the increased hours whenever possible and;

3. Do not allow employees to accumulate any granted but unused time-off Lactation Accommodation
VCE will provide a reasonable amount of break time to accommodate an employee desiring to express breast milk for the employee's infant child. The break time shall, if possible, run concurrently with any break time already provided to the employee. VCE shall provide the employee with the use of a room or other location, other than a toilet stall, in close proximity to the employee's work area, for the employee to express milk in private. If special arrangements are made to provide a non-exempt employee extra time beyond her normal rest period, the time will be unpaid.

Payment of Wages
Paydays are semi-monthly, the 15th and last day of the month. There are 24 pay periods in a year. The workday (a 24-hour, consecutive period) begins at 12:01 a.m. and ends at midnight. The workweek begins on Sunday and ends on Saturday.

If a regular payday falls on a weekend or holiday, you will be paid on the first day of work prior to the regularly scheduled payday. If there is an error on your check, please report it immediately to your supervisor.

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Advances
We do not permit advances against paychecks or against unaccrued PTO.

Payroll Deductions, Wage Attachments and Garnishments
VCE makes certain deductions from every employee’s paycheck. Among these are applicable federal, state, and local income taxes, social security and Medicare taxes, state disability insurance contributions, and paid family leave contributions. By law, VCE is also required to honor legal attachments and garnishments of an employee’s wages or salaries. If your wages are attached, we will withhold the specified amount to satisfy the terms of the attachment.

Reporting Time Pay
Reporting time pay will be paid under the following conditions:

1. Reporting time pay to non-exempt is owed when you report to work at your regularly scheduled time, but you are given less than half the usual or scheduled day's work. In this case, you will be paid for at least half of the hours you were scheduled to work, but never less than two hours pay, and never more than four hours pay.

2. Reporting time pay is also owed if you are required to report to work a second time in any one (1) workday and are given less than two (2) hours work on the second reporting. In this case you will receive at least two (2) hours pay for the second appearance.

These provisions do not apply if you are on a paid “standby” or “on call” status. In some instances, you may not receive reporting time pay. Reporting time pay does not apply if public utilities fail, such as water, gas, electricity, or sewer and/or when work is interrupted by an “act of God” or other causes not within VCE’s control.

Payment for Hours Worked During Business Travel for Non-Exempt Staff Whenever possible, non-exempt employees traveling on agency business are expected to do so during normal working hours. In the very rare instance where your travel time constitutes overtime, you will be paid overtime as required by law. Non-exempt employees will be paid for all hours worked, including out of town travel time, at regular and overtime pay rates according to the law. Pay for travel time may be at a rate of pay that is less than the employee's normal rate of pay.

If you are non-exempt and traveling on business, you will not be paid for time between work assignments; e.g., if you stay the night in a hotel, pay begins when you begin to work, or are in transit. Travel is to be scheduled in advance, in writing by your supervisor, with the knowledge of the CEO.

Non-exempt travel may be approved on an as-needed basis, but only with prior authorization from your supervisor.

Pay for Mandatory Meetings for Non-Exempt Staff
VCE will pay you for your attendance at meetings, lectures and training programs if all of the following conditions are met:

1. Attendance is mandatory (i.e. required by VCE).
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2. The meeting, course, or lecture is directly related to your job.

3. You are notified of the necessity for such meetings, lectures, or training programs by your supervisor (i.e. pre-approval by management is required)
If you meet the above conditions, you will be compensated at your regular rate of pay. If you are required to travel, then travel pay will be provided. You will not receive compensation for voluntary attendance in courses that are conducted outside of normal business hours and/or that are not directly related to your current job.

Standards of Conduct
Professional Business Conduct and Ethics
By accepting employment with VCE, you have a responsibility to VCE and to your fellow employees to adhere to certain codes of behavior and conduct. The purpose of these rules is to ensure that you understand what conduct is expected and necessary. When each person is aware that he or she can fully depend upon fellow workers to follow the rules of conduct, then our agency will be a better place for everyone to work.

Generally speaking, we expect you to act in a mature and responsible way at all times. VCE values honesty in communication and personal responsibility. To avoid any possible confusion, some of the more obvious unacceptable activities are noted below. If you have any questions concerning any work or safety rule, or any of the unacceptable activities listed, please ask for an explanation.

Occurrences of any of the following violations, because of their seriousness, may result in disciplinary action up to and including immediate suspension or termination:

Unacceptable Activities:

1. Generally, conduct which is disloyal, disruptive, or damaging to VCE.

2. Falsification of timekeeping records.

3. Dishonesty; falsification or misrepresentation on your application for employment or other work records; lying about sick or personal leave; falsifying reason for a leave of absence or other data requested by VCE; alteration of agency records or other agency documents.

4. Working under the influence of alcohol or illegal drugs, including marijuana.

5. Theft or inappropriate removal or possession of agency property or the property of fellow employees; unauthorized use of agency equipment and/or property for personal reasons.

6. Possession, distribution, solicitation, sale, transfer, or use of alcohol or illegal drugs, including marijuana, in the workplace, while on duty, or while operating agency-owned vehicles or equipment.

7. Fighting, threatening, or coercing fellow employees on agency property or during working hours, for any purpose.

8. Boisterous or disruptive activity in the workplace.

9. Negligence or any careless action leading to damage of agency-owned or customer-owned property or which endangers the life or safety of another person.

10. Obscene or abusive language toward any supervisor, employee or customer; indifference or rudeness towards a customer or fellow employee; any disorderly/antagonistic conduct on agency premises. 126
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11. Insubordination or other disrespectful conduct; refusing to obey instructions properly issued by your supervisor pertaining to your work; refusal to help out on a special assignment.

12. Violation of security or safety rules or failure to observe safety rules and/or practices; failure to wear required safety equipment; tampering with VCE equipment or safety equipment.

13. Creating or contributing to unsanitary conditions in the workplace.

14. Smoking in prohibited areas.

15. Any act of harassment, sexual, racial or other; telling sexist or racist jokes; making racial or ethnic slurs.

16. Possession of dangerous or unauthorized materials, such as explosives or firearms, in the workplace.

17. Excessive absenteeism; failure to report an absence or late arrival.

18. Unauthorized absence from work station during the workday; sleeping or loitering during working hours.

19. Unauthorized use of telephones, mail system, or other agency-owned equipment.

20. Originating, spreading, or taking part in malicious gossip or rumors about employees of VCE.

21. Unauthorized disclosure of business "secrets" or confidential information; giving confidential or proprietary information to competitors or other organizations or to unauthorized VCE employees; breach of confidentiality of personnel or agency information.

22. Violation of agency rules or policies; any action that is detrimental to VCE’s efforts to operate profitably.

23. Unsatisfactory or careless work; failure to meet production or quality standards as explained to you by your supervisor.

24. Soliciting during working hours and/or in working areas; selling merchandise or collecting funds of any kind for charities or others without authorization during business hours, or at a time or place that interferes with the work of another employee on agency premises.

25. Gambling on agency property.

26. Failure to immediately report any damage or accident involving agency equipment or vehicles.

27. Failure or refusal to comply with the work schedule, including mandatory overtime.

28. Using, removing, or borrowing agency equipment or property without prior authorization.

29. The use of abusive or threatening language or actions toward anyone.

This list is not exhaustive. Rather, we ask that you keep in mind at all times the need to conduct yourself with reasonable and proper regard for the welfare and rights of all our employees and for the best interests of the agency. This statement of prohibited conduct does not alter VCE's policy of at-will employment. Either you or VCE remains free to terminate the employment relationship at any time, with or without reason or advance notice.

Performance Evaluations
VCE encourages an open dialogue between an employee and his or her supervisor on an informal, regular basis.

We believe this type of interaction increases job satisfaction for both the employee and VCE.

Formal performance evaluations will be conducted annually or with frequency dependent on length of service, job position, past performance, changes in job duties, or recurring performance problems. After the review, you will be asked to sign the evaluation report to acknowledge that it has been presented to you and discussed with you by your supervisor, and that you are aware of its contents. 127
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Positive performance evaluations do not guarantee increases in salary, bonuses, or promotions. Salary increases, bonuses, and promotions are solely within the discretion of VCE, and depend upon many factors in addition to performance. Having your compensation reviewed does not necessarily mean that you will be given an increase.

VCE uses a discretionary pay-for-performance compensation model to support the highest levels of organizational performance. The intent is to reward individual employee effort and results commensurate with their contributions and impact toward achieving the goals and objectives of the agency. The primary form of a performance reward is a merit increase. These base pay increases move an employee through their salary range and support the agency’s retention goals by ensuring employee pay remains competitive with similar roles in the market. Employees who meet or exceed their goals and objectives, as evidenced by the employee receiving an overall rating of 2.0 (Effective) or higher on their year-end Performance Check-in, may be eligible to receive a merit increase (an adjustment in base salary) based on that performance. In limited cases, and with written justification from the supervisor, manager, and Director, an employee with an overall performance rating of less than 2.0 (Effective), may be considered for a reduced base salary.

Performance bonuses also may be used to reward employees when superior performance, as defined below, has been demonstrated in achieving goals and objectives. In most cases, performance bonuses are used to supplement merit increases, or instead of merit increases, when an employee is at or close to the top of their salary range. “Superior performance” is evidenced by an employee receiving a rating of 3.0 (Highly Effective) on one or more goals that, in total, represent at least 25% of the employee’s assigned work during the year. “Superior performance” also may be evidenced by an employee receiving an overall rating of 2.5 or higher on their year-end Performance Check-in. Recommendations for performance bonuses must be justified in writing by the supervisor and/or manager and fully describe the efforts put forth by the employee that demonstrates superior performance.

The written justification, and approval of the bonus, are retained. Funding for performance bonuses is included in the annual budget or a budget amendment and approved by the Board of Directors. Performance bonuses are not guaranteed and may not be available due to budget constraints or other business reasons.

Compensation Equity
A pay equity increase may be granted to an employee under certain circumstances, such as the following: a significant lag in salary exists relative to market conditions or between employees with comparable job functions who have similar levels of experience, skills and knowledge, and demonstrated performance; an employee’s assigned functions or work tasks increase the scope of the position but do not warrant reclassification; salary compression exists between supervisors and their employees; in order to address retention of employees with highly specialized skills or due to competitive job markets. In addition, a discretionary agency-wide pay equity adjustment for inflation in accordance with the U.S. Bureau of Labor Statistics (BLS) Consumer Price Index (CPI) may be made at the option of the Board of Directors.

Recommendations for pay equity increases are prepared by the Director of Finance and Internal Operations and must be approved by the CEO. Employees approved for a pay equity increase will be notified, and adjustments may be paid retroactively to the first pay period of the current calendar year. Funding for pay equity increases is 128
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included in the compensation identified in the annual budget and approved by the Board of Directors. Pay equity increases are discretionary and may not be available due to budget constraints or other business reasons Problem Resolution
At some time, you may have a complaint or question about your job, your working conditions, or the treatment you are receiving. Your good-faith complaints and questions are of concern to us. We ask that you take your concerns first to your supervisor, following these steps:

1. Bring the situation to the attention of your immediate supervisor who will then review your concern and provide a solution or explanation.

2. If the problem remains unresolved, you may present it in writing to the CEO who will work towards a resolution.

This procedure, which we believe is important for both you and us, cannot result in every problem being resolved to your satisfaction. However, we value your input and you should feel free to raise issues of concern, in good faith, without the fear of retaliation.

Alcoholic Beverage Consumption
Due to the high risk and liability involved, VCE will not provide alcoholic beverages at social gatherings to VCE employees. This policy applies to the following:

1. Birthday parties;

2. Office parties;

3. Office picnics; and

4. Recreational activities (i.e. organized team sports) Drug and Alcohol Abuse and Testing
VCE is concerned about the use of alcohol, illegal drugs, or controlled substances as it affects the workplace. We comply with state and federal drug abuse regulations, including the Drug-Free Workplace Act of 1988. Use of these illegal substances (whether illegal under California or federal law) whether on or off the job can adversely affect your work performance, efficiency, and safety and health. The use or possession of these substances on the job constitutes a potential danger to the welfare and safety of other employees, and exposes VCE to the risks of property loss or damage, or injury to other persons. Furthermore, the use of prescription drugs and/or over-the-counter drugs also may affect your job performance and seriously impair your value to us. Any employee who is using prescription or over-the-counter drugs that may impair your ability to safely perform the job, or affect the safety or well-being of others, must notify a supervisor of such use immediately before starting or resuming work. All precautions necessary to preserve your privacy will be taken. You must adhere to the rules stated in this policy as a condition of employment. Failure to comply with this policy may result in discipline, including termination. The CEO has been designated to administer this policy, monitor the program and make reports as required by law.
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If there is ever a reasonable basis to suspect you of violating the drug and alcohol policy and being under the influence during working hours, you will be requested to immediately submit to a drug and/or alcohol test.

Suspicion will be based on objective symptoms, such as factors related to your appearance, behavior and speech. A reasonable basis may also exist if you are found to be in possession of illegal drugs, alcohol or paraphernalia connected with the use of an illegal drug. Possession of illegal drugs or alcohol is prohibited even if you have not used these substances.

The following rules and standards of conduct apply to all employees either on agency property, or during the workday (including meals and rest periods). The following are strictly prohibited by VCE:

1. Possession or use of alcohol or illegal drugs, including marijuana, or being under the influence of alcohol or illegal drugs while on agency premises or at any time on duty.

2. Driving an agency vehicle or driving for agency business in a private vehicle while under the influence of alcohol or illegal drugs, including marijuana.

3. Distribution, sale, or purchase of an illegal or controlled substance while on agency premises or at any time on duty.

4. Possession or use of an illegal or controlled substance, or being under the influence of an illegal or controlled substance while on agency premises or at any time while working.

5. Any drug or alcohol statute conviction. You must notify VCE within 5 days of such conviction.

In order to enforce this policy, we reserve the right to conduct searches of agency property and to implement measures necessary to deter and detect abuse of this policy.

In the event of suspicion of use in connection with an on the job accident, you may be asked to provide body substance samples (such as urine and/or blood) to determine the illicit or illegal use of drugs and alcohol. VCE will test for alcohol, cannabinoids, (THC), Opiates, i.e. codeine and morphine, Cocaine metabolites, Amphetamines, i.e. amphetamine and metamorphines, adulterants low creatine levels and Phencyclidine. VCE assures that any information concerning your drug and/or alcohol use will remain confidential. Refusal to submit to drug testing may result in disciplinary action, up to and including termination of employment.

If the results of your drug and/or alcohol test are positive, VCE will take disciplinary action which may include suspension or immediate termination. The disciplinary action will be based on the seriousness of the offense and your past performance. If you return to work after testing positive for drugs and/or alcohol, you may be required to consent to unannounced tests for drugs and/or alcohol for a specified period as a condition of continued employment. In the event that you test positive, you may request a second test to be performed by a reliable drug testing agency, at your expense.

Any conviction you receive on a charge of illegal sale or possession of any controlled substance will not be tolerated. In addition, we must keep people who use, sell, or possess controlled substances off VCE's premises in order to keep the controlled substances themselves off the premises.

Violation of the above rules and standards of conduct will not be tolerated. VCE may bring the matter to the attention of appropriate law enforcement authorities.
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VCE’s policy on drug and alcohol in no way limits or alters the at-will employment relationship.

Customer and Public Relations
The success of VCE depends upon the quality of the relationships between VCE, our employees, and our customers, suppliers and the general public. Our customers’ impression of VCE and their interest and willingness to do business with us are formed by how you serve them.

The opinions and attitudes that customers have toward our agency can be affected for a long period of time by the actions of just one employee. It is sometimes easy to take a customer for granted, but when we do, we run the risk of not only losing that customer, but their associates, friends or family who also may be customers or prospective customers.

Here are several things you can do to help give customers a good impression of VCE:

1. Customers are to be treated courteously and given proper attention at all times. Never regard a customer’s questions or concerns as an interruption or an annoyance. Customer inquiries, whether in person or by telephone, must be addressed promptly and professionally.

2. Never place a telephone caller on hold for an extended period of time. Direct incoming calls to the appropriate person and make sure that the call is answered.

3. Act competently and deal with customers in a courteous and respectful manner. Through your conduct, show your desire to assist the customer in obtaining the help that he or she needs. If you are unable to help a customer, find someone who can.

4. All correspondence and documents, whether to customers or others, must be neatly prepared and error-free. Attention to accuracy and detail in all paperwork demonstrates your commitment to those with whom we do business.

5. Never argue with a customer. If a problem develops or if a customer remains dissatisfied, ask your supervisor to intervene.

6. Communicate pleasantly and respectfully with other employees at all times.

These are the building blocks for your and VCE’s continued success.

Confidentiality
It is your responsibility to safeguard confidential information obtained during your employment with us, including financial information obtained from customers and private information about other employees.

You may in no way reveal or divulge any such information unless it is necessary for you to do so in the performance of your duties. Access to confidential information should be on a "need-to-know" basis and must be authorized by your supervisor.

If you are questioned by someone outside VCE or your department and you are concerned about the appropriateness of giving them certain information, you are not required to answer. Instead, as politely as possible, refer the request to your supervisor or the CEO.

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lists or other confidential and proprietary documents, equipment, supplies, or property belonging to VCE. Any and all copies or originals of reports, and notes belong to VCE and must be turned over to VCE within twenty-four (24) hours of termination of employment.

You are not permitted to remove or make copies of any VCE records, reports or documents without prior management approval. Do not post confidential information about VCE, customers, employees, or affiliates on any social media. Disclosure of confidential information could lead to termination, as well as other possible legal action.

Conflict of Interest
As an employee of VCE, you must avoid actual or potential conflicts of interest with VCE. If you are found to have a conflict of interest, you may be subject to discipline, including termination. You should contact your supervisor with any questions about this policy. Prohibited activities include, but are not limited to:

1. Having a direct or indirect financial relationship with a VCE customer, vendor, or supplier; however, no conflict will exist in the case of ownership of less than 1 percent of a publicly traded corporation.

2. Engaging in any other employment or personal activity during work hours, or using VCE’s name, logo, equipment or property, including stationery, office supplies, computers, telephones, fax machines, postage, and office machines, for personal purposes.

3. Soliciting agency employees, suppliers, or customers to purchase goods or services of any kind for non-agency purposes, or to make contributions to any organizations or in support of any causes.

4. Soliciting or entering into any business or financial transaction with another employee whom the soliciting employee supervises, either directly or indirectly, such as hiring the employee to perform personal services or soliciting the employee to enter into an investment.

Solicitation
You are not permitted to solicit or distribute literature during working time. Working time includes both your working time and the working time of the employee to whom the solicitation or distribution is directed.

Similarly, distribution of written solicitation material in working areas is prohibited at all times. If you wish to distribute fundraising items such as cookies, candy, and coupon books for sale, you may place them without solicitation in your workstation or VCE break rooms.

Media Contact
If you are contacted by a news organization regarding VCE business, please direct all media inquiries to your supervisor, the CEO, or the Director of Marketing.

Employment of Friends or Relatives
The employment of friends and relatives in the same area of an organization may cause conflicts of interest and appearances of impropriety. In addition, personal conflicts may impact the working relationship of the parties.

Although VCE does not prohibit the hiring of friends and relatives of existing employees, VCE is committed to monitoring situations in which friends or relatives work in the same area. In the event of an actual or potential problem, VCE’s response may include reassignment or termination of one or both of the individuals involved.

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relationship with an employee is similar to that of persons who are related by blood or marriage, or one who is a domestic partner.

Personal Relationships in the Workplace
VCE desires to avoid misunderstandings, complaints of favoritism, claims of sexual harassment, and employee dissension that may result from personal or social relationships amongst employees. Therefore, VCE asks that if you become romantically involved with another employee that you disclose your relationship to a supervisor with whom you feel comfortable. This information will be kept as confidential as possible. For purposes of this provision, “romantically involved” will be interpreted broadly. VCE reserves the right to take necessary and appropriate action to resolve any potential conflict of interest arising out of romantic involvement among employees. Depending on the facts of the situation, such action may include reassignment or termination of one or both of the employees involved.

VCE is committed to maintaining a professional work environment where supervisors treat all employees fairly and impartially. Accordingly, supervisors are not allowed to date, or become romantically or intimately involved with, employees who report to them directly or indirectly. Also, spouses and immediate family members are prohibited from working in positions where they directly report to, or are reported to, by their spouses or family members. Personal relationships very often cause problems in the workplace, such as a lack of objectivity towards the subordinate’s job performance, the perception of favoritism by other employees (whether justified or not), and potential sexual harassment complaints.

For purposes of this policy, “immediate family” includes significant others (such as unmarried couples who live together), domestic partners, step-parent and step-child relationships, in-law relationships, grandparents and cousins (including analogous relationships with the parents and children of an employee’s significant other). This policy covers all family-like relationships, regardless of blood or legal relationships.

Employees who are currently dating one another, or employees who are married or related and report to or supervise each other, may request to be transferred in order to comply with this policy. When possible, VCE will attempt to accommodate such requests. Please understand, however, that VCE reserves the right not to transfer employees based on conflicting business considerations.

Unprofessional behavior in the workplace, such as sexually related conversations, inappropriate touching (i.e., kissing, hugging, massaging, sitting on laps) another employee, and any other behavior of a sexual nature, is prohibited.

If two employees marry or become related, causing actual or potential problems such as those described, only one of the employees will be retained with VCE unless reasonable accommodations can be made to eliminate the actual or potential conflict. The employees will have 30 days to decide which relative will stay with VCE. If this decision is not made in the time allowed the CEO will make the decision, taking the employment history and job performance of both employees as well as the business needs of VCE into account. Supervisors who have any questions about the application of this policy to an employee or applicant should contact the CEO. 133
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Dress Policy
You are expected to dress and groom yourself in accordance with accepted social and business standards, particularly if your job involves dealing with customers or visitors in person. A neat, tasteful appearance contributes to the positive impression you make on our customers.

Business casual dress is generally expected which should include nice shoes, slacks, pantsuits, dresses, skirts, and shirts (and possibly suits and ties when appropriate). Violating dress code standards may subject you to appropriate disciplinary action.

Day-to-Day Operations
Employer and Employee Property
Routine inspections of agency property might result in the discovery of an employee’s personal possessions. You are encouraged not to bring into the workplace any item of personal property which you do not want to reveal to VCE.

All desks, lockers, offices, work spaces, credenzas, cabinets, electronic mail (e-mail), telephone systems, office systems, computer systems, any and all electronically issued technology, agency vehicles and other areas or items belonging to VCE are open to VCE and its employees. YOU SHOULD HAVE NO EXPECTATION OF PRIVACY IN ANY OF THESE AREAS. Personal items and messages or information that you consider private should not be placed or kept in any of these places or areas belonging to VCE.

Storage areas, work areas, file cabinets, credenzas, computer systems and software, office telephones, cellular telephones, any and all electronically issued technology, modems, facsimile machines, copy and scanner machines, tools, equipment, desks, voice mail, and electronic mail are the property of VCE, and need to be maintained according to agency rules and regulations.

Desks and work areas must be kept clean, and are to be used for work-related purposes. VCE’s property is subject to inspection at any time, with or without prior notice. Prior authorization must be obtained before any of VCE’s property may be removed from the premises.

For security reasons, you should not leave personal belongings of value in the workplace. Personal items, lockers and desks are subject to inspection and search, with or without notice, and with or without your prior consent.

Terminated employees should remove any personal items at the time of separation. Personal items left in the workplace by previous employees are subject to disposal if not claimed at the time of your termination.

Electronic Systems and Privacy
Access to VCE’s electronic systems is provided for work-related purposes. There should be NO expectation of privacy in connection with the use of electronic systems, including stored e-mail/voice mail/text messages or any messages sent electronically. All messages created, sent, received or stored in these systems are and remain the property of VCE. VCE reserves the right to retrieve and review any message composed, sent or received via the system. Please note that even when a message is deleted or erased, it is still possible to recreate the message; therefore, the ultimate privacy of messages cannot be ensured to anyone. 134
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To safeguard and protect the proprietary, confidential and business-sensitive information of VCE, and to ensure that the use of all electronic systems and equipment is consistent with VCE’s legitimate business interests, authorized representatives of VCE may monitor the use of such systems from time to time without notice, which may include printing and reading materials, files on the system, list servers, and equipment.

You should be aware that e-mail messages, like VCE correspondence, and any and all messages sent electronically may be read by other VCE employees and outsiders under certain circumstances. While it is impossible to list all of the circumstances, some examples are the following: (1) during system maintenance of the e-mail system, (2) when VCE has business needs to access the employee’s mailbox, (3) when VCE receives a legal request that requires disclosure of e-mail messages, or (4) when VCE has reason to believe the employee is using e-mail in violation of VCE policies.

Social Media Guidelines
VCE understands that various forms of communication occur through social media, such as Facebook, Twitter, LinkedIn, blogs, and multimedia host sites such as YouTube. Such communications occur in social networking, blogs, and video sharing and similar media. It should be remembered that social media sites do not provide a private setting. Employees who communicate information through social media therefore should not expect that such information is private
Employees must remember that all existing policies apply to information disseminated through social media.

These guidelines are intended to help employees understand some of the unintended outcomes of sharing information through social media.

Application of Policies
The employer’s policies and standards apply to conduct that occurs in the workplace and while employees are on duty, wherever they happen to be. They also apply to activities that occur during an employee’s own time, outside of work, if the activities have an actual or potential impact on the employee’s performance, the performance of coworkers, or the employer. Employees should therefore understand that they are responsible for certain activities that occur off the employer’s premises or on their own time both to the employer and third parties. Nothing in this policy prevents employees from exercising their broad rights to discuss the terms and conditions of employment with others, to take action with others to improve your working conditions, or to otherwise exercise their rights to engage in protected concerted activity.

General Policies
VCE’s policies regarding workplace conduct and interpersonal interactions are embodied in a number of policies, including policies that protect VCE’s legal interests and confidential information.

The policies also prohibit unlawful harassment and discrimination and require employees to use work time in an appropriate manner.

The principles set forth in VCE’s policies apply equally to social media, even when the policies do not refer specifically to social media. Violations of any policy through social media or networking will be appropriately addressed when brought to management’s attention.
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Illustrations of some of the relevant policies and how they may apply to social media are provided below. The following guidelines apply to all employees when they are at work and away from work.

General expectations
• Employees may not post or transmit any material or information that includes confidential, proprietary or trade secret information, or information that is untrue, defamatory, obscene, profane, threatening, harassing, abusive, hateful or humiliating to another person or entity. This includes, but is not limited to, comments regarding VCE or its employees or customers. Employees should ask their supervisors and refer to agency policies if they have any questions about what is appropriate to include in communications involving social media.

Harassment
• VCE will not tolerate intimidation, bullying or threats of violence among co-workers and such acts, even if occurring outside of work, will result in serious consequences, including termination. • VCE maintains a strict policy prohibiting harassment of any kind. Harassment is inappropriate and contrary to VCE policy if it is based upon any legally protected characteristic. It includes unwelcome verbal, physical, or visual conduct that creates an intimidating, offensive, or hostile work environment or unreasonably interferes with work performance.

Reputation
• Employees should act responsibly and remember that untrue or defamatory postings can have serious consequences. Do not create fake blogs or false reviews of VCE or its customers.

Acceptable Use Guidelines
• E-mail and Internet access is provided to support VCE’s business operations. Incidental use of e-mail and internet for personal reasons is permissible during non-working periods during the workday, provided it is not excessive and provided it does not interfere with VCE business Any use that includes tapping into electronic social media should be consistent with VCE’s values, policies and applicable laws. • Participation in social media sites should be limited during work time; incidental use during break time is not prohibited by this policy. Under no circumstances may employees access social media sites while performing safety-sensitive functions such as driving.

Opinions
• Employees should not speak on behalf of VCE without proper authorization to do so. Employees should at all times make it clear that their opinions do not represent those of VCE. They should include disclaimers in online communications advising that they are not speaking officially or unofficially on behalf of the organization.
• Employees may not use VCE’s logo or proprietary graphics to imply that you are speaking on behalf of VCE.

Questions
• Employees who have concerns regarding workplace conduct or inappropriate behavior or comments are encouraged to contact the CEO for further guidance.
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Additional Guidance and Information
While VCE’s policies offer very clear direction on some issues, there are other areas where common sense must prevail. When in doubt about posting, employees should consider the following:
• There is no expectation of privacy when engaging in social media networking activities. You may know everyone in the room when you have a conversation in person. This will not apply with social networking applications. You may not have full control over how your comments are perceived or shared.
• These are public forums. As a practical matter, it may be impossible to delete information that is shared.

Comments may be publicly available for years.
• Even when you do not identify your employer by name in the communication or posting, some readers are likely to know where you work. Keep this in mind when you consider posting or transmitting comments that may be work-related. This should also be considered when creating your profile. • Do not state or imply that the opinions you express are those of VCE, its management, or other employees. Include a disclaimer to this effect.

Telephone Usage
You may use agency telephones for local or personal calls within reason. You are not to charge long distance personal telephone calls to VCE. You are expected to limit personal calls so they do not become excessive or disruptive to your work or work area.

Cell Phone Usage
VCE realizes that in our fast-paced business environment, meeting our goals and staying in touch with our customers and co-workers is a necessary process in working efficiently. But, first and foremost, we want to preserve the safety of our employees and those in the community. California law limits the use of cell phones while driving to those having hands-free operation.

This law provides that, it is illegal to drive a motor vehicle while using a wireless telephone, unless that telephone is designed and configured to allow hands-free listening and talking operation, and is used in that manner while driving.

Additionally, writing, sending, or reading text-based communications on your cell phone while driving is also prohibited under California law. This includes text messaging, instant messaging, and e-mail. You will be responsible for any tickets you receive if you violate this law.

Use of a hands-free cell phone is required while driving for agency business. An option is that you pull over while driving to place or receive calls on your cellular phones. There is a great potential for harm to you and to others if this policy is violated.

Personal cell phone use is not needed or required for work purposes and should not be used for work. 137
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Workplace Monitoring
Workplace monitoring, both human and electronic, may be conducted by VCE to ensure quality control, employee safety, compliance with VCE policies, security, and customer satisfaction.

Customer sites may also utilize video surveillance of non-private workplace areas. Video monitoring is used to identify safety concerns, maintain quality control, detect theft and misconduct, and discourage or prevent acts of harassment and workplace violence.

Because VCE is sensitive to your legitimate privacy rights, every effort will be made to see that workplace monitoring is done in an ethical and respectful manner.

Travel Expense Policy
VCE will reimburse you for work-related travel expenses such as transportation, overnight accommodations and meals. You should have your supervisor’s approval before incurring travel expenses. All requests for reimbursement must be submitted to the CEO for approval along with supporting documents or original invoices.

Non-exempt employees will be paid for time spent traveling and in conference sessions. If you are required to use your personal automobile on work-related business, VCE will reimburse you for mileage at the current IRS reimbursement rate and for parking expenses. You should submit the appropriate expense form to the CEO for approval and then forward it to accounting for payment once per month. If you use your personal vehicle for work-related travel you are expected to maintain at least the minimum insurance required by law.

Education and Professional Development Assistance
VCE will support the professional development, educational advancement, and career growth of employees. As a result, the VCE will benefit from improved employee performance, higher levels of workforce engagement, and increased numbers of qualified internal candidates for promotional opportunities. The availability of funding for the assistance is subject to the annual budget process. All regular full-time employees who have served a minimum of six months with the agency must pay for any expense upfront and will receive reimbursement of approved and eligible expenses upon successful completion of coursework. The employee must repay the entire amount of the reimbursement benefit paid to them if they voluntarily separate from the agency within 12 months of receiving the benefit. Employees may be reimbursed for up to $5,000 per year to offset the cost of coursework.

Agency Property and Equipment
Equipment essential to accomplishing job duties is often expensive and may be difficult to replace. When using agency property, you are expected to exercise care, arrange for required maintenance, and follow all operating instructions, safety standards, and guidelines.

VCE requires that all equipment be in proper working order and safe to work with at all times. If any equipment appears to be damaged, defective, or in need of repair, do not use it until a qualified technician certifies that it is repaired and safe. Never try to fix broken equipment yourself. Please notify your supervisor of any equipment breakdown as soon as it happens. If the breakdown requires emergency repairs, your supervisor will help you 138
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deal with the emergency situation as soon as possible. Prompt reporting of damages, defects, and the need for repairs could prevent possible personal injury and deterioration of equipment. Please ask your supervisor if you have any questions about your responsibility for maintenance and care of equipment used on the job.

If you are authorized to operate an agency vehicle in the course of your assigned work, or if you operate your own vehicle in performing your job, you must adhere to the following rules:

1. You must be a licensed California driver and must maintain at least the minimum insurance required by law.

2. You must maintain weekly mileage reports.

3. You are responsible for following all the manufacturer’s recommended maintenance schedules so as to maintain valid warranties, and for following the manufacturer’s recommended oil change schedule.

4. VCE provides insurance on agency vehicles. However, you will be considered completely responsible for any accidents, fines, moving or parking violations.

5. If involved in an accident do not admit fault, only provide required insurance and personal DMV information.

6. You must keep VCE vehicle clean at all times.

7. Persons not authorized or employed by VCE cannot operate or ride in an agency vehicle.

8. Prior to operation of any agency vehicle, your supervisor will train you on the appropriate steps to take if you are involved in an accident, such as filling out the accident report, getting names and phone numbers of witnesses and so on.

If you are required to drive an agency vehicle or your own vehicle for agency business, you will also be required to show proof of a current, valid driver’s license and current effective auto insurance coverage prior to the first day of employment.

If you drive your own vehicles on agency business you will be reimbursed at the current IRS reimbursement rate.

You are responsible for all agency property, materials, or written information issued to you or in your possession. You may be asked to sign an acknowledgment of receipt of agency property issued to you. All agency property must be returned on or before your last day of work. You may be responsible for the replacement cost of agency property not returned.

Agency cars are for agency business only, and only authorized employees may drive agency cars. Employee spouses, children, friends or anyone other than the employee may not operate these vehicles, unless an emergency arises. A violation of these rules, or excessive or avoidable traffic and parking violations may result in disciplinary action, up to and including termination.

Personal Use of Agency Property
You are not allowed to use agency owned property for personal use. The definition of “agency owned” assets includes, but is not limited to, facilities, computers, and their related equipment, labelers, copy machines, postage meter, any type of supplies including office supplies, tools, vehicles, credit cards, etc. These assets are provided to you for agency related business only.
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Please also remember that all desks, lockers, cabinets, computers and vehicles that belong to VCE will be open to all agency employees. Personal items, messages or information that you consider private should not be placed or kept in telephone systems, office systems, agency computer systems, office work spaces, desks, and credenzas or file cabinets.

If you are issued an agency credit card you are responsible for the use of that card. Under no circumstances will VCE allow you to sign an agency credit card unless the card being signed is issued in your name. Signing another employee’s credit card will result in liability for the expense and may subject you to immediate termination. If you hold an agency credit card you may only give permission to another employee to make an authorized business purchase or reservation using your card with prior approval from the CEO of VCE. Any holders of agency credit cards or authorized users who transact a non-business related charge may be subject to immediate termination. Receipts for all credit card transactions must be given to the Finance Director along with an explanation of the purchase.

Driving Record and Insurance
As a condition of employment, we require you to maintain an acceptable driving record if you drive for agency business. Any accidents or traffic violations must be reported to a supervisor immediately if they occur during the course of your duties. You will be responsible for any tickets you receive while driving on agency business whether in an agency vehicle or your own personal vehicle. Failure to report an on-the-job motor vehicle accident, no matter how minor, will lead to disciplinary action, up to and including termination. Additionally, you are required to maintain the level of insurance required by the state of California. A copy of your insurance card must be on file before you will be allowed to drive for agency business.

Health and Safety
Safety is everybody's business. Safety is to be given primary importance in every aspect of planning and performing all VCE activities. We want to protect you against injury and illness, as well as minimize the potential loss of production. To achieve our goal of maintaining a safe workplace, everyone must be safety conscious at all times. In compliance with California law, and to promote the concept of a safe workplace, we maintain an Injury and Illness Prevention Plan (IIPP). The IIPP is available for your review from the Director of Finance & Internal Operations. The Director of Finance & Internal Operations has responsibility for implementing, administering, monitoring, and evaluating the safety program. Its success depends on the alertness and personal commitment of all.

You will receive a copy of VCE’s general safety rules and will receive health and safety training as part of this program. A complete copy of the Safety Program is kept by the CEO and is available for your review.

Smoking Policies
Smoking, use of e-cigarettes or vapor products is not allowed in any enclosed area of the building, or within 25 feet of any entrance of the building or in any agency vehicle. In fairness to those who do not smoke, smoking is allowed only during breaks and lunch and only outside of the office or building. 140
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Security
To provide for the safety and security of you, our customers and our facilities, only authorized visitors are allowed in the work areas. To ensure the safety of our guests, we encourage family and friends to check in when visiting you at the workplace.

The following security procedures should always be followed to ensure your safety and the safety of your fellow employees, and to ensure the confidentiality of VCE’s information. At no time should unauthorized persons be allowed to roam unescorted though VCE’s office. It is a matter of courtesy to accompany customers and guests to and from the exits and other office to which they may be destined. If strangers are encountered in our office who do not satisfactorily identify themselves or the person with whom they will be meeting, escort them to the front of the office. If they resist, contact your supervisor immediately.

Be aware of persons loitering for no apparent reason in other non-office areas (e.g., in parking areas, walkways, entrances/exits and service areas). Report any suspicious persons or activities to your supervisor. Secure your desk at the end of the day or when called away from your work area for an extended length of time and do not leave valuable and/or personal articles in or around your workstation that may be accessible. Please report any lost facility keys to your supervisor immediately.

Workplace Violence
VCE recognizes that violence in the workplace is a growing nationwide problem necessitating a firm, careful response by all employers. The costs of workplace violence are great, both in human and financial terms.

VCE has adopted the following policies to ensure the safety of its employees and to provide guidance on dealing with violence in the workplace. If qualified, you may provide first aid to injured persons. You are required to:

1. Immediately report all indirect and direct threats of violence to a supervisor.

2. Immediately report all suspicious individuals or activities to a supervisor.

3. Never put yourself or others in peril.

4. Immediately call 911 and seek shelter if you hear a violent commotion near your workstation.

5. Cooperate fully with security, law enforcement, and medical personnel who respond to a call for help.

6. Direct all inquiries from the media about violence on VCE premises to your supervisor or the CEO.

The CEO of VCE will make the sole determination of whether, and to what extent, threats or acts of violence will be acted upon by the agency. In making this determination, we may undertake a case-by-case analysis in order to ascertain whether there is a reasonable basis to believe that workplace violence has occurred. No provision of this policy shall alter the at-will nature of employment at VCE.

Off-Duty Use of Facilities
You are prohibited from being on agency premises, or making use of agency facilities, while not on duty. You are expressly prohibited from using agency facilities, agency property or agency equipment for personal use. 141
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Parking
You are encouraged to use the parking areas designated for our employees. Remember to lock your car every day and park within the specified areas.

Courtesy and common sense in parking will help eliminate accidents, personal injuries, and damage to your vehicle and to the vehicles of other employees. If you should damage another car while parking or leaving, immediately report the incident, along with the license numbers of both vehicles and any other pertinent information you may have, to your supervisor. VCE cannot be and is not responsible for any loss, theft or damage to your vehicle or any of its contents. You will be responsible for any parking tickets you receive while driving on agency business whether in an agency vehicle or your own personal vehicle.

Employee Suggestion Program
We encourage you to bring forward your suggestions and good ideas about how our agency can be made a better place to work and our service to customers enhanced. When you see an opportunity for improvement, please talk it over with your supervisors. All suggestions are valued and listened to.

Employee Benefits
Benefits
VCE has developed and invested in an employee benefit program to supplement your regular wages. VCE will continue these benefits as agency resources allow; however, we reserve the right to change or eliminate any benefit program at any time (including increasing the employee’s share of the cost).

Our benefit program consists of programs which may include health, dental, and vision coverage, life insurance, paid time off (PTO) and holiday pay. In addition, there are a number of programs available to employees through other sources such as State Disability, Paid Family Leave, Unemployment Insurance, Social Security and Workers’ Compensation. Eligibility to participate in some of these programs is determined by your employee classification and length of continued service with VCE.

Official Health Plan Documents
The employee handbook contains a number of brief summaries of the benefit programs that the employer provides for eligible employees. The purpose of these summaries is simply to acquaint you with the general provisions of the applicable plans; they do not contain full statements of all of the terms, conditions, and limitations of the plans. If there are any real or apparent conflicts between the brief information in the handbook and the terms, conditions and limitations of the official plan documents, the provisions of the official plan documents will be considered accurate. You are encouraged to review all plan documents carefully to familiarize yourself with all of the provisions of the plans.

Paid Time Off (PTO)
Eligibility
Paid Time Off (PTO) is an all purpose time-off policy for eligible employees to use for the following: vacation; the 142
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diagnosis, care, treatment of an existing health condition; preventative care of an employee or family member; for employees who are victims of domestic violence, sexual assault or stalking to seek aid, treatment, or related assistance; illness or injury; and personal business. A family member is defined as a spouse, registered domestic partner (RDP), grandparent, grandchild, sibling, in-law, parent, step-parent, legal guardian, or child (regardless of age or dependency status). Personal business also includes time spent for jury duty, bereavement, and time off to vote. Regular full-time employees are eligible to earn and use PTO as described in this policy.

PTO begins accruing upon your date of hire. Employees may begin using PTO upon your 90th day of employment. At that time, you can request the use of earned PTO including that accrued during the waiting period.

Accrual
Regular, full-time employees accrue 6.67 hours of PTO per pay period (24 pay periods per year) in your first year of eligibility – 160 hours. After your first anniversary, and thereafter, you will receive an additional eight (8) hours per year, which will accrue at an additional rate of .34 hours per pay period. Once you have worked for the agency for ten (10) years, you will not accrue any additional PTO.

The length of eligible service is calculated on the basis of a "benefit year." This is the 12-month period that begins when you start to earn PTO. You will not earn PTO while you are out on an unpaid leave of absence.

Therefore, your benefit year may be extended if you go out on a leave of absence other than a military leave of absence. Military leave has no effect on this calculation. (See individual leave of absence policies for more information.)
Scheduling PTO
PTO can be used in minimum increments of one (1) hour for non-exempt employees. Exempt employees may use PTO in ½ day or 1 full day increments. If you have an unexpected need to be absent from work you should notify your direct supervisor before the scheduled start of your workday, if possible. Your direct supervisor must also be contacted on each additional day of unexpected absence.

To schedule planned PTO, you need to request advance approval from your supervisor. Requests will be reviewed based on a number of factors, including business needs and staffing requirements.

PTO is paid at your base pay rate at the time of absence. It does not include overtime or any special forms of compensation such as incentives, commissions, bonuses, or shift differentials.

PTO will be used to supplement any payments that you are eligible to receive from state disability insurance, or workers' compensation. The combination of any such disability payments and PTO cannot exceed your normal weekly earnings.

PTO Payout
The CEO may, in his or her sole discretion, authorize a cash payout of up to 60 hours of PTO annually to an employee who meets the following criteria: (a) the employee used an equal or greater amount of hours in the preceding 12 months; and (b) the employee will maintain a minimum PTO balance of 120 hours after the 143
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payout. Such requests will be granted at the sole discretion of the CEO in the interest of work program effectiveness and subject to VCE’s fiscal capability.

PTO Caps
Employee can accumulate PTO up to a balance of twice the annual PTO for which they are entitled. Once that limit is reached, employee will no longer accrue PTO until time is taken, and the employee’s accrual falls below the cap.

Upon termination of employment, you will be paid for unused PTO that has been earned through your last day of work.

Sick Leave
Employees will earn sick leave in accordance with this policy.

Sick leave is a form of insurance that is accumulated in order to provide a cushion for incapacitation due to illness. It is to be used only for the diagnosis, care, treatment of an existing health condition or preventative care of an employee, family member or for employees who are victims of domestic violence, sexual assault or stalking to seek aid, treatment, or related assistance. A family member is defined as a spouse, registered domestic partner (RDP), grandparent, grandchild, sibling, in-law, parent, step-parent, legal guardian, or child (regardless of age or dependency status).

On the employee’s hire date, all employees will receive 24 hours of paid sick leave. Regular, full-time employees accrue 3.34 hours (10 days annually) of PTO per pay period (24 pay periods per year) and these employees can use their PTO for paid sick leave. Regular, full-time employees can accumulate PTO up to a balance of 160 (20 days). Employees who are not eligible for the PTO policy as outlined above will be credited with 24 hours of paid sick leave at the commencement of each employment year up to 40 hours. Employees will also accrue 1 hour of paid sick leave per every 30 hours worked until the employee has accrued the equivalent of 5 days or 40 hours of paid sick leave, whichever is greater. Any unused sick leave is not paid out on separation of employment.

Employees may begin using sick leave upon their 90th day of employment.

When wishing to use sick leave, you should personally call your supervisor prior to the start of your shift on the day you are scheduled to work. Sick leave is not to be taken in less than two (2) hour increments and does not accrue when you are out on sick leave.

A paid absence is not counted as a basis for computing overtime.

If you are receiving State Disability Insurance (SDI) or Workers’ Compensation payments, then you can integrate sick pay (meaning that you can supplement your wage replacement benefits with a portion of your sick leave to equal your full wage). Under no circumstances can you receive more than your customary wage.

Sick leave is not granted for the purpose of accompanying or taking pets to procure medical attention. 144
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Unused sick leave has no cash value and will not be paid at termination.

Holidays
We observe the following paid holidays for full-time employees:

New Year’s Day
Martin Luther King Jr.’s Birthday
President’s Day
Memorial Day
Independence Day
Labor Day
Veterans Day
Thanksgiving
Day after Thanksgiving
Christmas Day
Floating Holiday (2)
Eligibility for holiday pay begins upon date of hire. You must also be regularly scheduled to work on the day on which the holiday is observed, and must work your regularly scheduled working days immediately preceding and immediately following the holiday, unless an absence on either day is approved in advance by your supervisor.

When a holiday falls on a Saturday or Sunday, it is usually observed on the preceding Friday or the following Monday. Holiday observance will be announced in advance.

If you are on a paid absence due to PTO when a holiday occurs, you will receive holiday pay. Non-exempt employees who work on holidays, due to customer job requirements, will receive regular earned wages. Part-time employees and interns are not eligible for holiday pay.

Insurance Benefits
Medical, Dental and Vision Insurance: We provide access to medical, dental & vision insurance plans for eligible employees and their dependents. You may be required to provide adequate proof of the dependent relationship in order to add the dependents to VCE’s insurance policies. Typically, proof of the relationship may be established through a copy of a birth certificate, adoption documents, marriage license, or certificate of registered domestic partnership. We cannot guarantee your domestic partner relationship will be kept confidential.

Full-time employees and part-time employees who are regularly scheduled to work a minimum of 30 hours per week are eligible for VCE’s medical, dental, and vision insurance coverage. Each employee becomes eligible on the first of the month after the employee has started employment with VCE. VCE will contribute up to $2,479 per month per employee towards VCE’s medical, dental and vision insurance for a full-time employee and dependents coverage. VCE will contribute a prorated amount for part-time employees based on the average hours worked (for example, if the part-time employee is regularly scheduled to work 30 hours per week, VCE’s contribution toward the cost of VCE’s medical, dental and vision insurance coverage for the part time employee 145
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and his/her eligible dependents would be prorated to 75% of the full-time equivalent, i.e., $1,859). The employee is responsible for any premiums due for VCE coverage(s) that are in excess of the VCE contribution amount. Deductions from the employee’s paycheck will be made to cover this cost. Information describing medical, dental and vision insurance benefits will be given to you when you become eligible to participate in the program. Eligible employees who elect not to receive medical insurance coverage from VCE must provide proof of adequate medical coverage from an alternate source within 30 days of becoming eligible through VCE for the benefit. Such election will be effective as of the employee’s eligibility date and will remain in effect until the start of the next open enrollment period. Employees who have declined VCE medical insurance coverage and want to continue to decline coverage must provide proof of adequate medical coverage once per year, no later than 30 days prior to VCE’s open enrollment period. Full time employees who decline to accept VCE medical, dental, and vision insurance benefits shall receive a payment of $550 per month in lieu of coverage; part -time employees who are eligible for VCE medical, dental and vision insurance and decline to accept VCE medical, dental, and vision insurance shall receive a prorated payout based on the employee’s regularly scheduled hours (i.e., an employee who is regularly scheduled to work 30 hours per week will receive 75% of the full-time equivalent, or $412.5.)
During any leave of absence such as personal leave, Workers’ Compensation leave or other disability leave, VCE-provided health benefits will continue through the end of the month during which leave commenced. At that point, the employee will be provided with the option to continue coverage at the employee’s own expense pursuant to Cal-COBRA. For the duration of any pregnancy disability leave of absence, health and life insurance benefits will be continued for the duration of your approved pregnancy disability leave as required by applicable law.

Please direct any questions you have regarding your medical, dental and/or vision insurance to the CEO.

Retirement Plan: We provide a 401(A) and 457B defined contribution retirement plans for eligible employees in order to assist in planning for your retirement. Eligible employees may enroll following 6 months of employment. Retirement plan participants can participate in loan programs permitted under the plan guidelines. For more information regarding eligibility, contributions, benefits and tax status, contact the CEO. All eligible participants will receive a summary plan description.

Disability Insurance: VCE furnishes private long-term disability policies. For more information, contact the CEO.

Life and Accidental Death and Dismemberment Insurance: If you are a regular full-time employee of VCE, you will be provided our group life insurance coverage paid for by the organization. This insurance is payable in the event of your death, in accordance with the policy, while you are insured. You may change your beneficiary whenever you wish by submitting the appropriate documents to the Human Resources Consultant. Refer to the literature provided by our insurance agency for details on your life insurance coverage.

Paid Family Leave (PFL) Insurance: All employees who take time off to care for a seriously ill family member (child, parent, grandparent, grandchildren, in-laws, spouse or registered domestic partner) or bond with a new child may be eligible to receive replacement wages for up to six weeks during any 12-month period, under California’s Paid Family Leave program. This program is funded with employee contributions through the State 146
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Disability Insurance (SDI) Program. Such contributions are deducted from each employee’s paycheck. Even though employees may be eligible to receive Paid Family Leave insurance benefits, a leave of absence must still be requested and approved as defined in our leave policies. Please understand that this leave does not mandate any guarantee that your job will be available when you are ready to return.

State Disability Insurance: If you are unable to work due to a non-work related medical condition or injury you may be entitled to State Disability Insurance (SDI). SDI benefits are paid by the state and are financed from mandatory payroll tax deductions from all employees’ wages. Questions regarding SDI benefits should be directed to the CEO or the state’s Employment Development Department.

Unemployment Compensation: We contribute each year to the California Unemployment Insurance Fund on behalf of our employees.

Social Security: Social Security is an important part of every employee's retirement benefit. We pay a matching contribution to each employee's Social Security taxes.

Workers' Compensation: VCE purchases a workers’ compensation insurance policy to protect you while you are employed by us. The policy covers you in case of occupational injury or illness. It is your responsibility to notify a member of management immediately if injured. Please refer to the Workers’ Compensation policy for additional information.

We provide workers' compensation insurance for our employees as required by state law. The insurance provides important protection for employees who suffer a work-related injury. We encourage you to report all workplace injuries immediately and to take advantage of the benefits provided by our workers' compensation insurance if you are injured on the job.

Workers' compensation insurance provides important protection for employees who suffer an injury at work.

Unfortunately, we understand that some employees are encouraged to file fraudulent workers' compensation claims. For your own protection, you should know that the California Insurance Frauds Protection Act provides that it is unlawful for any person to:
"Make or cause to be made any knowingly false or fraudulent material statement or material representation for the purpose of obtaining . . . compensation . . . and shall be punished by imprisonment in county jail for one year, or in the state prison for two, three or five years, or by a fine not exceeding Fifty Thousand Dollars ($50,000.00) . . . or by both imprisonment and fine." Our policy is to investigate all questionable workers' compensation claims. If they appear to be fraudulent, they are referred to the Bureau of Fraudulent Claims and the District Attorney's office.

Section 125 (Cafeteria Plan): Through the flexible spending account or the health savings account, you may designate an annual dollar amount of your before-tax income to pay for certain eligible expenses. Particular care should be taken to assure that the funds required in the flexible spending account are not over estimated as unused funds cannot be returned to the participant at the end of the plan year. Please refer to the booklets for information about the program. If you need additional information or change forms, please speak with the CEO. 147
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Domestic Partners
VCE believes that basic medical/dental/vision coverage should be available to employees and their dependents.

To recognize non-traditional family arrangements and to demonstrate our commitment to our community of employees and their families, VCE has instituted a Domestic Partners Policy. This policy gives you the opportunity to cover a long-term, significant same sex partner under our benefits plans, as well as opposite sex partners for employees over 62 years of age. VCE wishes to make it clear that it cannot guarantee confidentiality of the relationship once a domestic partner is covered under our policy. See the CEO for more information.

Cal-COBRA
The California Continuation Benefits Replacement Act (Cal-COBRA) gives qualified employees and their dependents the opportunity to continue health insurance coverage under VCE’s health plan when a “qualifying event” would normally result in the loss of eligibility. Some common qualifying events are resignation, termination of employment, or death of an employee; a reduction in an employee’s hours or a leave of absence; an employee’s divorce or legal separation; and a dependent child no longer meeting eligibility requirements.

Under Cal-COBRA, you or the beneficiary pays the full cost of coverage at VCE’s group rates. In addition, you or the beneficiary may be required to pay an administration fee. Our plan administrator will provide you with a written notice describing rights granted under Cal-COBRA when you become eligible for coverage under our plan. The notice contains important information about your rights and obligations.

Recreational Activities and Programs
VCE or its insurer will not be liable for payment of workers’ compensation benefits for any injury that arises out of your voluntary participation in any off-duty recreational, social, or athletic activity that is not part of your work-related duties.

Leaves of Absence
Occasionally, for medical, personal, or other reasons, you may need to be temporarily released from the duties of your job with VCE. It is the policy of VCE to allow its eligible employees to apply for and be considered for certain specific leaves of absence.

All requests for leaves of absence shall be submitted in writing to your supervisor. Each request shall provide sufficient detail such as the reason for the leave, the expected duration of the leave, and the relationship of family members, if applicable. When you become aware of your need for leave, requests should be provided at least 30 days in advance. If your need for leave is not foreseeable, you should follow VCE’s customary notice and procedural requirements for requesting leave. Failure to return to work as scheduled from an approved leave of absence or to inform your supervisor of an acceptable reason for not returning as scheduled will be considered a voluntary resignation of employment. While on a leave of absence you may not obtain other employment or apply for unemployment insurance. If either of these instances occurs, you may be viewed as having voluntarily resigned from VCE.

You will not accrue PTO while you are on an unpaid leave of absence. There are several types of leaves for which you may be eligible.
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Medical Leaves of Absence
A medical leave of absence may be granted for non-work related temporary medical disabilities (other than pregnancy, childbirth and related medical conditions) until the end of the month in which the leave began with a doctor’s written certificate of disability (unless leave of a longer duration is required by law). Requests for leave should be made in writing as far in advance as possible, but, requests should be provided at least 30 days in advance. If your need for leave is not foreseeable, you should follow VCE’s customary notice and procedural requirements for requesting leave. If you are granted a medical leave, you are required to use any accrued sick pay. You also may use any PTO previously accrued.

A medical leave begins on the first day your doctor certifies that you are unable to work and ends when your doctor certifies that you are able to return to work. Your supervisor will supply you with a form for your doctor to complete, showing the date you were disabled and the estimated date you will be able to return to work.

Upon your return, you must present a doctor’s certificate showing fitness to return to work. If you need a medical-related leave longer than VCE can, consistent with business necessity and reasonable accommodation, approve, you will be advised.

For the duration of any leave of absence, health and life insurance benefits ordinarily provided by VCE, and for which you are otherwise eligible, will be continued until the last day of the month in which the leave begins. For the duration of a pregnancy disability leave, health and life insurance benefits ordinarily provided by VCE, and for which you are otherwise eligible, will be continued for the duration of your pregnancy disability leave. During this time, you will be required to contribute your portion of the premium on the same basis as you would have been required during your normal working relationship, including payment of any premium for the dependent coverage you have elected.

If you wish to continue these benefits you may do so by electing to continue the benefit through the CAL-COBRA provisions, and by paying the applicable premiums.

You will not accrue PTO while you are on an unpaid medical leave of absence.

If returning from a non-work related medical leave, you will be offered the same position held at the time of leaving, if available. However, we cannot guarantee that your job or a similar job will be available upon your return. If VCE is unable to provide a job for you at the end of your leave, we will end your employment, but you will be eligible to apply for any opening that may arise for which you are qualified.

Bereavement Leave
VCE provides regular full-time and regular part-time employees up to three (3) days’ paid bereavement leave in the event of a death in your immediate family. For purposes of this policy, “immediate family” includes your spouse, parent, child, sibling; your spouse’s parent, child, or sibling; your long- time companion or domestic partner; and your grandparents or grandchildren. If you need to take time off due to the death of an immediate family member you should contact your supervisor. Your supervisor may approve additional unpaid time off. 149
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Bone Marrow and Organ Donation Leave
Employees who are donating an organ to another person may take a leave of absence not exceeding 30 business days (and which may be taken in one or more periods) in any one-year. Employees who are donating their bone marrow to another person may take a leave of absence not exceeding 5 business days (and which may be taken in one or more periods) in any one year.

Requests for leave should be made in writing as far in advance as possible. You must provide a written medical certification from your health care provider to VCE that shows that you are a bone marrow or organ donor and that there is a medical necessity for the donation.

Bone Marrow and Organ Donation leave is a paid leave; however, you are required to use up to 5 days of accrued but unused sick or PTO leave for bone marrow donation, and up to 2 weeks of accrued but unused sick or PTO leave for organ donation.

For the duration of a Bone Marrow or Organ Donation leave of absence, health and life insurance benefits ordinarily provided by VCE, and for which you are otherwise eligible, will be continued until the last day of the month in which the leave begins. During this time, you will be required to contribute your portion of the premium on the same basis as you would have been required during your normal working relationship, including payment of any premium for the dependent coverage you have elected.

When you are ready to return to work after a Bone Marrow or Organ Donation leave, you must provide certification from your medical care provider that you are able to safely perform all of the essential functions of your position with or without reasonable accommodation. Except as otherwise allowed by law, you are entitled, upon return from leave, to be reinstated in the position you held before the Bone Marrow or Organ Donation leave, or to be placed in a comparable position with comparable benefits, pay, and terms and conditions of employment.

Civil Air Patrol Leave
Employees who volunteer for the California Wing of the Civil Air Patrol are allowed up to ten days of unpaid leave each year. This leave covers employees who are needed to respond to an emergency operational mission who have been employed by VCE for at least 90 days immediately preceding the requested leave. VCE reserves the right to verify the need for the leave with the Air Patrol.

Domestic Violence and Sexual Assault Victim Leave
VCE takes threats and actions of domestic abuse and sexual assault against our employees very seriously, and wants employees to feel free to obtain services to keep themselves and their dependents safe.

If at any time you need to be absent from work because you have been a victim of domestic violence or sexual assault, and you need to take time off to ensure your safety, seek medical treatment, or receive counseling as a result of domestic violence or sexual assault, please let your supervisor or the CEO know immediately. Your privacy will be protected to the greatest extent possible. You may use accrued PTO or sick leave in lieu of unpaid time off for these purposes.
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Jury Duty or Witness Leave
You may want to fulfill your civic responsibilities by serving on a jury or as a witness as required by law.

Absences from work due to jury or witness services may be taken as PTO, or you may request unpaid leave for the length of absence. VCE will comply with all federal and state requirements for jury and witness pay for exempt employees. You may be requested to provide written verification from the court clerk of having served as a juror or witness.

Prior to taking jury duty or witness leave, you must provide the jury duty or witness summons to your supervisor. You must provide the summons as soon as possible so that arrangements can be made to cover your absence. You are expected to report for work whenever the court schedule permits, including reporting for half-or partial work days. If you are called for jury duty during a particularly busy time, VCE may ask you to request the court postpone your mandatory jury duty to a more convenient time for VCE. You may receive fees and transportation reimbursement from the court for appearing as a juror or witness. You will retain all fees paid for appearing as a juror or witness, plus any transportation reimbursements received.

Military Leave
If you wish to serve in the military and take military leave you should contact the CEO for information about your rights before and after such leave. You are entitled to reinstatement upon completion of military service provided you return or apply for reinstatement within the time allowed by law.Parental Leave VCE recognizes the importance of supporting employees in their journey of parenthood and promoting worklife balance. This policy establishes guidelines for parental leave, which encompasses both maternity and paternity leave, to provide employees with the opportunity to bond with their newborn or newly adopted child and to adjust to the demands of parenthood.

Eligibility: This policy applies to all full-time employees and covers both biological and adoptive parents.

Parental Leave:

VCE offers 4 weeks (1 month) of fully paid parental leave at the employee's base salary (less applicable taxes), providing them with dedicated time to care for and nurture their newborn or newly adopted child. Employees must provide reasonable notice and share their expected dates of absence with their manager and Human Resources. During parental leave, employees will retain access to applicable benefits, as outlined in our employee benefit policies. Employees may choose to take parental leave all at once or in increments, subject to discussion and agreement with their managers.
• Maternity Leave: Time off before and after childbirth. • Paternity Leave: Time off for non-birth parents, enabling them to support their partners and bond with their newborn or newly adopted child.
• Adoption Leave: Time off for employees who adopt a child to provide them with time to integrate the child into their family and establish a nurturing environment. 151
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Parental leave may run concurrently with applicable federal (FMLA) and state (PDL, CFRA) leave requirements and regulations. Contact Human Resources for more details.

Pregnancy Disability (Eligibility and Terms) Leave
Female employees are entitled to an unpaid Pregnancy Disability Leave (PDL) during the time they are disabled due to pregnancy, childbirth, or related medical conditions. This leave will be for the period of disability, up to four months or 17 1/3 workweeks. You are “disabled by pregnancy” if you are unable because of pregnancy to work at all, are unable to perform the essential functions of your job, or to perform these functions without undue risk to successful completion of your pregnancy, or to other persons.

Leave may be taken intermittently or on a reduced work schedule when medically advisable, as determined by your medical care provider. Medical certification is required, and the length of Pregnancy Disability Leave will depend on the medical necessity for the leave. If you need intermittent leave or leave on a reduced schedule, VCE may require you to transfer, during the period of the intermittent or reduced schedule leave, to an available alternative position for which you are qualified and which better accommodates your recurring periods of leave.

Transfer to an alternative position may include altering an existing job to better accommodate your need for intermittent leave or a reduced work schedule.

Applying For Leave
If possible, you should give at least 30 days’ notice requesting a pregnancy-related leave. This notice must provide and include the expected date on which the leave will begin, written certification from your medical care provider stating the anticipated delivery date and the duration of the leave.

Return to Work
Before returning to work, you must provide a release from your medical care provider certifying that you are able to safely perform all of the essential functions of your position with or without reasonable accommodation.

VCE will reinstate you to your position unless:

1. Your job has ceased to exist for legitimate business reasons;

2. Your job could not be kept open or filled by a temporary employee without substantially undermining VCE’s ability to operate safely and efficiently;

3. You have directly or indirectly indicated your intention not to return;

4. You are no longer able to perform the essential functions of the job with or without reasonable accommodation;

5. You have exceeded the length of the approved leave; or

6. You are no longer qualified for the job.

If VCE cannot reinstate you to the position you held before the pregnancy disability leave began, VCE will offer you a comparable position, provided that a comparable position exists and is available, and provided that filling the available position would not substantially undermine VCE’s ability to operate safely and efficiently. 152
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Integration With Other Benefits
A pregnancy disability leave is unpaid, but you are required to use your accrued sick leave during the leave. In addition, you may elect to use accrued PTO during the leave. Sick leave and PTO will supplement any State Disability Insurance benefits. VCE will maintain group medical benefits during a pregnancy disability leave as required by law. No additional PTO, sick leave or holiday pay will accrue during the leave (except during the time period you are using sick leave or PTO). You may also, however, be eligible for short term disability benefits.

Continuation of Medical Benefits
For the duration of your PDL leave of absence, health and life insurance benefits ordinarily provided by VCE, and for which you are otherwise eligible, will be continued for the duration of your pregnancy disability leave. During this time, you will be required to contribute your portion of the premium on the same basis as you would have been required during your normal working relationship, including payment of any premium for the dependent coverage you have elected. If you fail to return to work at the conclusion of PDL leave and wish to continue these benefits, you may do so by electing to continue the benefit through the Cal-COBRA provisions, and by paying the applicable premiums.

School Appearance Leave
If you are the parent or guardian of a child who has been suspended from school and you receive a notice from your child’s school requesting that you attend a portion of a school day in the child’s classroom, you may take unpaid time to appear at the school, unless you use accrued PTO. Before your planned absence, you must give reasonable notice to your supervisor that you have been requested to appear by your child’s school.

Time Off for Victims of a Violent or Serious Crime
Under certain circumstances, employees who are victims of serious crimes may take time off work to participate in judicial proceedings. Qualified family members of such crime victims may also be eligible to take time off from work to participate in judicial proceedings. The law defines a serious crime to include violent or serious felonies, such as felonies involving theft or embezzlement, crimes involving vehicular manslaughter while intoxicated, child abuse, physical abuse of an elder or dependent adult, stalking, solicitation for murder, hit-and-run causing death or injury, driving under the influence causing injury, and sexual assault. When possible, you must provide us with advance notice of the need for the time off. Your privacy will be protected to the greatest extent possible. Time away from work for non-exempt employees will be without pay, unless you wish to use your accrued PTO or sick leave to cover the period of absence.

Time Off To Vote
If you do not have sufficient time outside of working hours to vote in a statewide election, you may, without loss of pay, take off up to two hours of working time to vote. Such time must be at the beginning or end of the regular working shift, whichever allows the most free time for voting and the least time off from working, unless otherwise mutually agreed. You must notify us at least two working days in advance to arrange a voting time.

Volunteer Emergency Duty Leave
VCE will allow unpaid time off to employees who perform emergency duty as a volunteer firefighter, reserve peace officer, emergency rescue personnel, an officer, employee, or member of a disaster medical response entity sponsored or requested by the state. If you are a volunteer firefighter, or perform other emergency 153
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personnel duties, please alert your supervisor so that he or she may be aware of the fact that you may have to take time off for emergency duty. When possible, you must provide us with advance notice of the need for the time off. Time away from work will be without pay, unless you wish to use your accrued PTO or sick leave to cover the period of absence.

Workers’ Compensation
We, in accordance with state law, provide insurance coverage for employees in case of a work related injury. To ensure that you receive any workers’ compensation benefits to which you may be entitled, you will need to:

1. Immediately report any work-related injury to your supervisor.

2. Seek medical treatment and follow-up care if required.

3. Complete a written Employee’s Claim Form (DWC Form 1) and return it to your supervisor.

Provide us with certification from your health care provider regarding the need for workers’ compensation disability leave and your ability to return to work from the leave.

Return to Work Policy
VCE is committed to returning injured employees to modified or alternative work as soon after a work related injury as possible. Temporarily modifying your job or providing you with an alternative position will do this. Your medical condition along with any limitations or restrictions given by the attending physician will be considered as a priority when identifying the modified/alternative position.

The program is intended to provide our employees with an opportunity to continue as valuable members of our team while recovering from a work related injury. We want to minimize any adverse effects of an ongoing disability on our employees. This program is intended to promote speedy recovery, while keeping the employees’ work patterns and income consistent. At the same time, we benefit from having our employees providing a service and contributing to the overall productivity of our business. VCE retains discretion to decide whether to provide modified duty.

Receipt and Acknowledgment of VCE Employee Handbook
I have received my copy of VCE’s employee handbook. I understand and agree that it is my responsibility to read and familiarize myself with the policies and procedures contained in the handbook.

At-Will Employment
I further understand that my employment is at-will, and neither VCE nor I have entered into a contract regarding the duration of my employment. I am free to terminate my employment with VCE at any time, with or without cause. Likewise, VCE has the right to terminate my employment with or without cause, at the discretion of VCE.

No employee of VCE can enter into an employment contract for a specified period of time, or make any agreement contrary to this policy without the written approval from the CEO.

Future Revisions
We reserve the right to revise, modify, delete or add to any and all policies, procedures, work rules or benefits stated in this employee handbook or in any other document, except for the policy of at-will employment. Any written changes to this employee handbook will be distributed to all employees so that you will be aware of the new policies 154
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or procedures. No oral statements or representations can in any way change or alter the provisions of this employee handbook.

Receipt and Acknowledgement of VCE Handouts
Illness and Injury Prevention Plan
I acknowledge that I have read and understand the VCE’s Illness & Injury Prevention Plan and that I agree to abide by these policies.

Drug and Alcohol Abuse Policy
I certify that I have read VCE’s Drug and Alcohol Abuse Policy and agree to abide fully by its terms. I understand that as a condition of my employment, I may be subjected to drug testing and that my privacy rights are thereby limited. I also understand that I must notify VCE of any conviction for a drug violation that occurs within five days after such a conviction. I understand that any violation of the policy may result in serious disciplinary action, including immediate termination.

Employee’s Printed Name____________________________ Position_____________________________ Employee’s Signature________________________________ Date________________________________ 155
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Receipt and Acknowledgement of VCE Handouts
Sexual Harassment Prevention Handout
I acknowledge that I have read and understand the enclosed pamphlet on sexual harassment prevention in the workplace and reporting procedures in the event that harassment occurs.

State Disability Insurance, Paid Family Leave and Unemployment Handouts I acknowledge that I have received the enclosed pamphlets on state disability insurance, paid family leave and unemployment insurance as provided by the Employment Development Department.

Workers’ Compensation Handout
I acknowledge that I have received the enclosed pamphlet on workers’ compensation benefits as provided by the California Chamber of Commerce.

Employee’s Printed Name____________________________ Position_____________________________ Employee’s Signature________________________________ Date________________________________ 156
Item 12
1 VALLEY CLEAN ENERGY ALLIANCE
RESOLUTION NO. 2026-___

RESOLUTION OF THE BOARD OF DIRECTORS OF VALLEY CLEAN ENERGY ALLIANCE APPROVING 2026 UPDATES TO THE EMPLOYEE HANDBOOK
WHEREAS, the Valley Clean Energy Alliance (“VCE”) was formed as a community choice aggregation agency (“CCA”) on November 16, 2016, under the Joint Exercise of Power Act, California Government Code sections 6500 et seq., among the County of Yolo, and the Cities of Davis and Woodland, to reduce greenhouse gas emissions, provide electricity, carry out programs to reduce energy consumption, develop local jobs in renewable energy, and promote energy security and rate stability in all of the member jurisdictions. The City of Winters, located in Yolo County, was added as a member of VCE and a party to the JPA in December of 2019; WHEREAS, on January 18, 2018, the Valley Clean Energy Employee Handbook was adopted; WHEREAS, on January 23, 2019, the Board approved updates to the employment regulations and edits to payroll operational procedures to the Employee Handbook; WHEREAS, on July 11, 2019, the Board approved updates to the Employee Handbook incorporating new laws and personnel requirements;
WHEREAS, on February 13, 2020 the Board approved updates to the Employee Handbook to reflect benefits eligibility date; and,
WHEREAS, on February 11, 2021, the Board approved updates to the Employee Handbook to adjust medical contributions amounts.

WHEREAS, on April 14, 2022, the Board approved updates to the Employee Handbook to update the General Manager to Executive Officer, working schedules, discretionary pay for performance, compensation equity adjustments, paid time off payout, retirement loan programs, and annual adjustment to medical contributions to maintain parity to costs.

WHEREAS, on February 9, 2023, the Board approved updates to the Employee Handbook to adjust medical contributions amounts.

WHEREAS, on January 11, 2024, the Board approved updates to the employee handbook to grant employees Sick Leave, additional (2) floating annual holidays for a total of 12 holidays days annually, and the annual adjustment to medical contributions to maintain parity to costs.

WHEREAS, on February 13, 2025, the Board Approved updates to the Employee Handbook to include a jury duty or witness leave section to grant regular employees the ability to fulfill their 157
Item 12
2 civic responsibilities, grant education and professional development assistance up to $5,000 per year, and the annual adjustment to medical contributions.

NOW, THEREFORE, the Board of Directors of the Valley Clean Energy Alliance resolves as follows:

1. Adopt changes to the Employee Handbook to add parental leave to provide regular employees with additional paid parental leave for dedicated time to care for and nurture their newborn or newly adopted child, and the annual adjustment to medical contributions to maintain parity in costs, as detailed in the attached February 2026 redline employee handbook.

PASSED, APPROVED, AND ADOPTED, at a regular meeting of the Valley Clean Energy Alliance, held on the ___ day of _________ 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________________
_________________, VCE Chair
______________________________
Alisa M. Lembke, VCE Board Secretary
158
Item 13

VALLEY CLEAN ENERGY ALLIANCE
Staff Report – Item 13
TO: Board of Directors
FROM: Mitch Sears, CEO
Edward Burnham, CFO
SUBJECT: VCE Strategic Plan Annual Report
DATE: February 12, 2026

RECOMMENDATION
Receive 2025 annual progress update on implementation of the Strategic Plan.

OVERVIEW
The purpose of this report is to provide the annual progress update to the Board on the implementation of the Strategic Plan.

BACKGROUND
The Board ratified the VCE Three-Year Strategic Plan (Plan) for 2021-2023 at its November 12, 2020 meeting (VCE-Strategic-Plan-Final.pdf (valleycleanenergy.org). At the July 13, 2023 Board meeting, the Board approved Item 12 including a resolution for adopting Strategic Plan Guidelines. The Guidelines included a proposed timeline for extending the 2021-23 plan through 2025 with a minor update as part of that process. The Board approved Item 13 at the October 14, 2025 meeting including a Major update for 2026-2029.

The Strategic Plan update schedule is:

The strategic plan is aligned with VCE’s mission and vision and guides the organization’s actions over a multi-year time horizon. The Plan is the basis for developing annual organization and individual goals, annual budgets, key decisions, and priorities. The Plan also informs the development of VCE’s compliance documents, including the Integrated Resource Plan (IRP), a document that sets out a 10-year roadmap for energy procurement that is updated on a 2-year rolling basis.
//
2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033
Minor
Update
Major
Update
Minor
Update
Major
Update
Minor
Update
Major
Update

IRP WORK IRP WORK IRP WORK IRP WORK IRP WORK
Extension of 2021-2023 Plan Strategic Plan Strategic Plan 159
Item 13
The Plan categories and key goals include:

The Strategic Plan incorporates the following schedule for status reporting:
• Quarterly Report to VCE Management
Staff will report quarterly to the Executive Officer on the status of goals, objectives and metrics for which they are responsible.
• Annual Report to Board and CAC
Staff will report annually to the Board and CAC on the status of goals, objectives and metrics, and will recommend any mitigations or amendments as may be necessary for Board approval.

Staff has provided progress updates to the Executive Officer, Community Advisory Committee (CAC), and Board as described above. Generally, Staff observes that progress has been made in each goal area and that the plan serves to align organizational activities with policy priorities.

This report provides key strategic plan accomplishments during 2025, as in the companion Item 2 year in review. Examples of key accomplishments in 2025 include:

Goal 1 – Financial Strength
• 5% discount for all and 10% CARE/FERA discount
• Established Rate Stabilization Fund with +60 Days Operating Cash • Increased Operating Reserve Policy +120 Days Operating Cash • Established “A-” Initial Investment Grade Credit Rating with S&P • Issued Pre-pay Bonds for 14.4% ($3M Annually for 10 years) savings on PPA Power Costs • Clean Financial Audit
• Compliance with all debt and power purchase agreement covenants Goal 2 & 4 – Procurement, Power Supply, Decarbonization, Grid Innovation • Established a new VCE target of 90% renewable and 100% carbon free energy by 2030.

With current power portfolio, VCE is forecast to achieve its carbon free target by 2026 and its renewable target by 2028.
•Goal: Maintain and grow a strong financial foundation and manage costs to achieve long-term organizational health. FINANCAL STRENGTH •Goal: Manage power supply resources to consistently exceed California’s Renewable Portfolio Standard (RPS) while working toward a resource portfolio that is 100% carbon neutral by 2030.

PROCUREMENT AND POWER SUPPLY
•Goal: Prioritize VCE’s community benefits and increase customer satisfaction and retention. CUSTOMERS AND COMMUNITY
•Goal: Promote and deploy local decarbonization and grid innovation programs to improve grid stability, reliability, community energy resilience, and safety.

DECARBONIZATION AND GRID

INNOVATION
•Goal: Strongly advocate for public policies that support VCE’s Vision/Mission.

STATEWIDE ISSUES: REGULATORY

AND LEGISLATIVE AFFAIRS
•Goal: Analyze and implement an optimal long-term organizational, management, and information technology structure at VCE.

ORGANIZATION, WORKPLACE, AND

TECHNOLOGY
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• Initiated Community Advisory Committee local energy task force to explore options to promote and procure energy from local sources.
• Worked with CC Power and other member CCAs to leverage group purchasing power to promote innovative technologies to meet members’ procurement compliance requirements, such as the Willow Rock long-duration storage project. • Applied for PG&E microgrid grant funding for portions of Esparto and nearby communities, to be served by the Gibson solar and BESS project. • Willy 9 Chap 2 (72MW PV + 36MW BESS). After the PV portion came online in 2024, the BESS portion achieved commercial operation in March 2025.

Goal 3 – Customers and Community
• VCE savings to customers (including rate discounts, programs, community investment):
$8M by 1/1/26; estimated $12M by the end of 2026.
• Community Engagement – Participated in 10 in-person community events; 50,000+ people reached (including media, in-person) Media: 4 press releases, 4 press placements, 200 media contacts.
• Successful engagement on Strategic Plan Update, with 2 in-person workshops and survey to all customers with 200+ responses
• New social media platform (BlueSky) and increased engagement on LinkedIn following new, differentiated strategy
• Average time spent on VCE website: 1:23 (industry avg: 0:53) • Electric Advisor: 80+ closed cases, high customer satisfaction rating • Retained customers (called in and would have opted out, but changed their minds):
1,300+
• VCE invited to join Yolo Energy Partnership and invited to join Northern Rural Energy Network (to be confirmed in 2027)
• VCE/UC Davis/Panasonic residential dynamic rates pilot launched Goal 5 – Legislative and Regulatory
• Revised and adopted 2026 Legislative and Regulatory Platform. • Participated in CalCCA lobby efforts related to affordability including Resource Adequacy Transactability (ultimately not included in adopted affordability package but CalCCA priority for 2026 legislative session).
• Analyzed regionalization legislation (Pathways Initiative) which was ultimately adopted. • Engaged in legislative discussions related to dynamic/flexible pricing, no action by legislature.
• Engaged in and supported CalCCA regulatory activities, including addressing PCIA rates/calculation through reconsideration of PCIA methodology/Court of Appeals filing, resource adequacy transactability, access to IOU information related to large load/data center planning (Rule 30), and transparency for energization delays (Rule 21). • Reduction in Power Charge Indifference Adjustment (PCIA) through joint CCA participation and testimony in Energy Resource Recovery Account (ERRA) Proceeding. ///
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Goal 6 – Organization, Workplace, and Technology
• 86% Employee Retention – COO position turnover
• Enterprise Financial Model Development
• Strategic Plan Major Update – 2026-2029

CONCLUSION
Generally, Staff observes that progress has been made in each goal area and that the plan serves the overall intended purpose of aligning organizational activities with policy priorities. 162
Item 14
1 VALLEY CLEAN ENERGY ALLIANCE
Staff Report – Item 14
TO: Board of Directors
FROM: Alisa Lembke, Board Clerk / Administrative Analyst SUBJECT: Resolution amending Resolution 2021-008 to modify time and location of regular Board meetings
DATE: February 12, 2026

RECOMMENDATION
Approve a resolution amending Resolution 2021-008 to modify time and location for regular Board meetings.

BACKGROUND
On September 20, 2017 the Board adopted Resolution 2017-004 establishing a regular meeting day and time and to alternate the monthly meeting location between Davis City Council and Yolo County Board of Supervisors Chambers. Since then, the cities of Woodland and Winters have joined VCE.

In March 2020, due to the COVID-19 pandemic, the Governor executed two orders (N-25-20 and N-29- 20) suspending certain provisions of the Brown Act and allowing Boards of Directors to attend meetings telephonically or by videoconference to provide for physical distancing. For numerous months in early 2020, the Board had been holding special meetings at 4 p.m. via videoconferencing.

On August 13, 2020 via Resolution 2020-022, the place and time of its regular Board meetings was modified to hold regular meetings via video/teleconference at 4 p.m. during the COVID-19 emergency.

In April 2021 the Board of Directors adopted Resolution 2021-008 to change the time of regular monthly meetings from 4 p.m. to 5 p.m. as long as the Executive Orders related to the COVID-19 emergency are in place, and once those Executive Orders expire to change the time of meetings to be at 5:30 p.m. and to require that the location of in person meetings rotate amount the member agencies at City of Davis Community Chambers, City of Woodland Council Chambers, and City of Winters Police/Fire Station, or Yolo County Board of Supervisors Chambers (Woodland).

ANALYSIS
Since the Executive Orders expired, the VCE Board has been holding their regular meetings in person at 5:30 p.m. and the Board has been holding their meetings at either the City of Davis Council (Community) Chambers or at the City of Woodland Council Chambers. Due to facility size and technology incapabilities, the Board has not been holding meetings at the City of Winters Police/Fire Station or Yolo County Board of Supervisors Chambers.
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2 Staff would like, via modifying Resolution 2020-022, to reconfirm the regular meeting “default” time of 5:30 p.m. on the second Thursday of the month and change the location of the meetings alternating between City of Davis Council (Community) Chambers, City of Woodland Council Chambers, or any other location as approved by the Board. No other changes to the Resolution are being proposed.

Designating a “default” time of 5:30 p.m. does not prohibit the Board from meeting at a different time by either adjourning a prior meeting to an earlier time or scheduling a special meeting. As a reminder, VCE cannot adjust the Chief Executive Officer salary or incur debt at a special meeting.

CONCLUSION
Staff recommend that the Board approve a resolution amending Resolution 2021-008 to amend time and location for regular Board meetings.

Attachments

1. Resolution 2026-XXX

2. Resolution 2021-008
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Item 14
1 VALLEY CLEAN ENERGY ALLIANCE
RESOLUTION NO. 2026 - ___

A RESOLUTION OF THE VALLEY CLEAN ENERGY ALLIANCE AMENDING RESOLUTION 2021-008 TO MODIFY THE TIME AND LOCATION FOR REGULAR

BOARD OF DIRECTORS MEETINGS
WHEREAS, the Valley Clean Energy Alliance (“VCE”) was formed as a community choice aggregation agency (“CCA”) on November 16, 2016, under the Joint Exercise of Power Act, California Government Code sections 6500 et seq., among the County of Yolo, and the Cities of Davis and Woodland, to reduce greenhouse gas emissions, provide electricity, carry out programs to reduce energy consumption, develop local jobs in renewable energy, and promote energy security and rate stability in all of the member jurisdictions. The City of Winters, located in Yolo County, was added as a member of VCE and a party to the JPA in December of 2019; WHEREAS, to encourage and maximize participation of the public in the proceedings and discussions of the Board of Directors, and as required by Section 3.8 of the JPA Agreement, the Board adopted Resolution 2017-004 on September 20, 2017 establishing a regular meeting day to be the second Thursday of the month, a regular meeting time of 5:30 p.m., and to alternate the monthly meeting location between Davis City Council Chambers, 23 Russell Boulevard, Davis and Yolo County Board of Supervisors Chambers at 625 Court Street, Woodland; WHEREAS, pursuant to the provisions of the Governor's Executive Orders N-25-20 (March 12, 2020) and N-29-20 (March 17, 2020), which suspended certain provisions of the Brown Act and the Orders of the Public Health Officers with jurisdiction over Yolo County, to Shelter in Place and to provide for physical distancing due to the COVID-19 pandemic, all members of the Board of Directors and all staff attended meetings telephonically or by videoconference during the COVID-19 emergency and the public was provided access to observe and participate in the meetings on a written, telephonic or videoconference basis;
WHEREAS, on August 13, 2020 via Resolution 2020-022, the Board, in summary: 1) reconfirmed the regular meeting day for the Board to be the second Thursday of the month; 2) set the regular meeting time of the Board to be 4:00 p.m. held via teleconference or videoconference so long as the COVID-19 Executive Orders were in place; 3) confirmed that when the Board resumes meetings with a physical location, the place will be held within the jurisdiction of one of its agencies; and, 4) reconfirmed that the Clerk shall post the times and places of the Board meetings website to provide advance notice of the times and locations of the meetings; WHEREAS, the Board of Directors adopted Resolution 2021-008 on April 8, 2021 to change the time of regular monthly meetings from 4:00 p.m. to 5:00 p.m. as long as the Executive Orders related to the COVID-19 emergency are in place, and once those Executive Orders expire to 165
Item 14
2 change the time of meetings to be at 5:30 p.m., and to require that the location of in person meetings to rotate among the member agencies at the following locations in the following order:

Davis City Council Chambers (Davis), City of Woodland Council Chambers (Woodland), and City of Winters Police/Fire Station (Winters), or Yolo County Board of Supervisors Chambers (Woodland); and
WHEREAS, the Board of Directors wishes to reconfirm the regular meeting time as 5:30 p.m., now that the COVID-19 Executive Orders have expired, and to change the location of the meetings to alternate between City of Davis Council (Community) Chambers (Davis) and City of Woodland Council Chambers (Woodland), or other locations as approved by the Board of Directors.

NOW, THEREFORE, the Board of Directors of the Valley Clean Energy Alliance resolve as follows:

Section 1. The Board reconfirms the regular meeting time for the Board of Directors of the Valley Clean Energy Alliance shall be at 5:30 p.m. on the second Thursday of the month, provided that if a regular meeting date is an official holiday, the Board may reschedule the regular meeting by formal motion or by adjourning to a different day.

Section 2. The physical location for the regular meetings of the Board of Directors of the Valley Clean Energy Alliance shall be held within the jurisdiction of one of its member agencies at the following locations: City of Davis Council (Community) Chambers (Davis), City of Woodland Council Chambers (Woodland), and any other location as approved by the Board of Directors.

Section 3. The Clerk shall post the times and places of the Board meetings on the Valley Clean Energy Alliance website to provide advance notice of the times and locations of the meetings.

PASSED, APPROVED, AND ADOPTED, at a regular meeting of the Valley Clean Energy Alliance, held on the ___ day of _________ 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________________
______________, VCE Chair
_________________________________
Alisa M. Lembke, VCE Board Secretary
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Item 15
1 VALLEY CLEAN ENERGY ALLIANCE
Staff Report – Item 15
TO: Board of Directors
FROM: Alisa Lembke, Board Clerk / Administrative Analyst SUBJECT: Designation of VCE Officers for regulatory filings DATE: February 12, 2026

RECOMMENDATION
Adopt a resolution designating VCE Officers for purposes of executing or verifying regulatory (CPUC) filings.

BACKGROUND & ANALYSIS
VCE’s Consultant Keyes & Fox provides legal services related to regulatory compliance and advocacy, including determining and reviewing regulatory compliance obligations, supporting VCE staff as its expert regulatory resource, and reviewing contracts between VCE and third parties.

Keyes & Fox prepares and files regulatory compliance documents for VCE after review by VCE staff.

California Code of Regulations, Title 20, requires an officer, agent or authorized employee of VCE to sign and verify certain documents filed with the California Public Utilities Commission (“CPUC”).

CONCLUSION
To address ambiguity regarding which VCE positions qualify as “officers” under these regulations, the proposed resolution formally designates the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, and Director of Power Services as officers of VCE for purposes of executing or verifying CPUC filings on behalf of VCE.

Attachment: Resolution 2026-XXX
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Item 15

VALLEY CLEAN ENERGY ALLIANCE
RESOLUTION NO. 2026 -___

A RESOLUTION OF THE BOARD OF DIRECTORS OF VALLEY CLEAN ENERGY

ALLIANCE DESIGNATING THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL

OFFICER, CHIEF OPERATING OFFICER, AND THE DIRECTOR OF POWER SERVICES

AS OFFICERS OF VALLEY CLEAN ENERGY ALLIANCE
WHEREAS, the Valley Clean Energy Alliance (“VCE”) was formed as a community choice aggregation agency (“CCA”) on November 16, 2016, under the Joint Exercise of Power Act, California Government Code sections 6500 et seq., among the County of Yolo, and the Cities of Davis and Woodland, to reduce greenhouse gas emissions, provide electricity, carry out programs to reduce energy consumption, develop local jobs in renewable energy, and promote energy security and rate stability in all of the member jurisdictions. The City of Winters, located in Yolo County, was added as a member of VCE and a party to the JPA in December of 2019; WHEREAS, California Code of Regulations, Title 20, Section 1.8 requires an officer, agent or authorized employee of a government entity to sign certain documents filed with the California Public Utilities Commission (“CPUC”);
WHEREAS, California Code of Regulations, Title 20, Section 1.11 requires an officer, agent or authorized employee of a government entity to verify certain documents filed with the CPUC;
WHEREAS, several compliance requirements of the CPUC applicable to VCE require verification and signature by an “officer” of the subject entity; and WHEREAS, the Board of Directors wishes to expressly designate the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, and Director of Power Services as officers of VCE that are authorized to sign and verify CPUC filings to provide clarity regarding which positions may sign and verify documents filed with the CPUC.

NOW, THEREFORE, the Board of Directors of the Valley Clean Energy Alliance resolve as follows:

Section 1. The Board hereby designates the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, and Director of Power Services as officers of VCE for purposes of executing or verifying California Public Utility Commission filings under the California Code of Regulations Title 20 and other California Public Utility Commission requirements on behalf of VCE.
///
///
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PASSED, APPROVED, AND ADOPTED, at a regular meeting of the Valley Clean Energy Alliance, held on the ___ day of _________ 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________________
______________, VCE Chair
______________________________
Alisa M. Lembke, VCE Board Secretary
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Item 16

VALLEY CLEAN ENERGY ALLIANCE
Staff Report – Item 16
____________________________________________________________________________________ TO: Board of Directors
FROM: Chad Curran, Director of Power Services
SUBJECT: Ratify services agreement with First Principles Advisory, LLC for Integrated Resource Planning Portfolio Modeling
DATE: February 12, 2026
Recommendation
Ratify signed Consultant Agreement with First Principles Advisory, LLC (First Principles) for Integrated Resource Planning (IRP) portfolio modeling services for an amount not to exceed $60,000 for a term beginning January 30, 2026 and, expiring May 31, 2026.

Background
Historically, electric utilities focused long-term planning on the construction of large-scale supply-side infrastructure, following the idea that increased consumption could only be met with new generation.

However, starting in the 1970s, the importance of energy efficiency improvements, localized renewable generation, environmental impacts, and the overall cost of meeting demand led to a new approach in planning. Utility planning moved from simply supplying more energy to focusing on how demand could be met at the lowest cost. In the mid-1970s, California was the first state to adopt the IRP process, aiming to balance economic impact with environmental protection.

Since 2018, VCE has been required by the California Public Utilities Commission (CPUC) to prepare an IRP on a biannual basis. VCE last filed an IRP on November 1, 2022. After significant delays in the IRP process, on January 16, 2026, the CPUC issued a ruling setting a due date for the next IRP of June 1, 2026. Our objective for the upcoming IRP is to provide guidance to VCEA’s Board, executive management, and the public on the expected power supply cost and the resources needed to meet the electric demand in the 2026 -2045 period, while meeting CPUC’s requirements for portfolio planning and VCE’s strategic plan goals at the lowest cost.

Up until the 2022 IRP cycle, SMUD assisted VCE by performing portfolio modeling with the assistance of VCE’s regulatory legal counsel Keyes & Fox. In 2022, SMUD was no longer performing wholesale energy services for VCE and VCE’s new wholesale energy service provider, The Energy Authority (TEA), didn’t offer IRP portfolio planning services. In May of 2022, VCE made a Request for Proposals for modeling services for the IRP. After staff consideration, First Principles was chosen as the top applicant to fulfill the services needed for the 2022 IRP. The Board ratified VCE’s service agreement with First Principles on July 14, 2022 (6-0-0).
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2 Considering the fast-approaching due date and our success in working with First Principles during the last IRP, VCE staff again recommends engaging First Principles to prepare the current IRP. Staff negotiated the attached agreement for portfolio modeling services with First Principles. After review by VCE’s general legal counsel Richards, Watson, & Gershon, Executive Officer Mitch Sears signed the agreement on February 3, 2026.

Next Steps
The scope of work is to take place over the next four months. The CPUC still needs to issue final materials before modeling work can begin. Also, several parties have requested an extension of the June 1, 2026, deadline to allow parties a full 6 months from when the final materials are issued to prepare the IRP. This could result in a delay of the June 1 filing deadline. Barring an extension, VCE’s final report to the Board on its IRP is anticipated to be available and presented at the May 2026 Board Meeting.

Conclusion
Staff is recommending that the Board ratify via resolution VCE’s agreement with First Principles Advisory for Integrated Resource Planning (IRP) portfolio modeling services for an amount not to exceed $60,000 for a term January 30, 2026, expiring May 31, 2026.

Attachments

1. Consultant Agreement between VCE and First Principles Advisory, LLC

2. Resolution 2026-XXX
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AGREEMENT BETWEEN THE VALLEY CLEAN ENERGY ALLIANCE AND

FIRST PRINCIPLES ADVISORY, LLC
FOR

PORTFOLIO MODELING
THIS AGREEMENT, is entered into this February 2, 2026 by and between the VALLEY CLEAN ENERGY ALLIANCE, a Joint Powers Authority organized and operating under the laws of the State of California, with its principal place of business at 604 Second Street, Davis, California, 95616 ("VCE"), and First Principles Advisory, a LLC whose address is 1116 Sills Court #2, Capitola CA 95010 (hereinafter referred to as "Consultant") (collectively referred to as the “Parties” and individually as a “Party”).

RECITALS:

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

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

C. VCE and Consultant desire to enter into an agreement for Portfolio Modeling upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on January 30, 2026 and shall terminate on May 31, 2026 unless terminated earlier as set forth herein.

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

3. COMPENSATION TO CONSULTANT
Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed Sixty Thousand and no/100 Dollars ($60,000.00) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

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

5. STANDARD OF CARE
Consultant agrees to perform all services required by this Agreement in a manner commensurate with the prevailing standards of specially trained professionals in the San Francisco Bay Area under similar circumstances and in a manner reasonably satisfactory to VCE and agrees that all services shall be performed by qualified and experienced personnel.

Consultant shall be responsible to VCE for any errors or omissions in the performance of work pursuant to this Agreement. Should any errors caused by Consultant be found in such services or products, Consultant shall correct the errors at no additional charge to VCE by redoing the professional work and/or revising the work product(s) called for in the Scope of Services to eliminate the errors. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by VCE, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, VCE may deduct the cost of such correction from any retention amount held by VCE or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction.

6. INDEPENDENT PARTIES
VCE and Consultant intend that the relationship between them created by this Agreement is that of an independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by VCE to its employees, including but not limited to, unemployment insurance, workers’ compensation plans, vacation and sick leave are available from VCE to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant.

Consultant shall indemnify and hold harmless VCE and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of VCE officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant’s personnel practices. VCE shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to VCE from Consultant as a result of Consultant’s failure to promptly pay to VCE any reimbursement or indemnification arising under this section.

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

VCE shall solely be responsible for all debts, obligations and liabilities accruing and arising out of 175
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this Agreement. Consultant shall have no rights and shall not make any claims, take any actions or assert any remedies against any of VCE’s constituent members in connection with this Agreement.

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

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

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

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

10. INSURANCE
A. General Requirements. On or before the commencement of the term of this Agreement, Consultant shall furnish VCE with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit "D," which is attached hereto and incorporated herein by this reference. Such insurance and certificates, which do not limit Consultant’s indemnification 176
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obligations under this Agreement, shall also contain substantially the following statement:
"Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to VCE by certified mail, Attention: Chief Executive Officer." Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to VCE and licensed to do insurance business in the State of California. Endorsements naming VCE as additional insured shall be submitted with the insurance certificates.

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

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

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

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

F. Maximum Coverage and Limits. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the additional insureds.

Furthermore, the requirements for coverage and limits shall be the minimum coverage and limits specified in this Agreement, or the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater. 177
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11. CONFLICT OF INTEREST
Consultant warrants that it, its officers, employees, associates and subcontractors, presently have no interest, and will not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it, its officers, employees, associates and subcontractors, will not employ any person having such an interest. Consultant and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Consultant’s services under this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant may perform similar services for other clients, but Consultant and its officers, employees, associates and subcontractors shall not, without the VCE Representative’s prior written approval, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

Consultant shall incorporate a clause substantially similar to this section into any subcontract that Consultant executes in connection with the performance of this Agreement. Consultant understands that it may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff VCE, as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.

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

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

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

In the event that Consultant employs subcontractors, such subcontractors shall be 178
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required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance in substantial conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement.

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

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

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

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

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

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

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

16. PARTY REPRESENTATIVES
The Director of Power Services (“VCE Representative”) shall represent VCE in all matters pertaining to the services to be performed under this Agreement. James Himelic (Consultant Representative”) shall represent Consultant in all matters pertaining to the services to be performed under this Agreement.

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

B. Consultant shall promptly notify VCE should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within VCE. VCE may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with VCE and to provide VCE with the opportunity to review any response to discovery requests provided by Consultant. However, VCE’s right to review any such response does not imply or mean the right by VCE to control, direct or rewrite the response.
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C. In the event VCE gives Consultant written notice of a “litigation hold”, then as to all data identified in such notice, Consultant shall, at no additional cost to VCE, isolate and preserve all such data pending receipt of further direction from VCE.

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

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

TO VCE:

Valley Clean Energy Alliance
604 Second Street
Davis, CA 95616
Attention: Chief Executive Officer
TO CONSULTANT:

James Himelic
First Principles Advisory, LLC
1116 Sills Court #2
Capitola, CA 95010

19. TERMINATION
In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If Consultant fails to cure the default within the time specified (which shall be determined by VCE but shall be not less than 10 days) and according to the requirements set forth in VCE’s written notice of default, and in addition to any other remedy available to VCE by law, the VCE Representative may terminate the Agreement by giving Consultant written notice thereof, which shall be effective immediately. The VCE Representative shall also have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Consultant as provided herein. Upon receipt of any notice of termination, Consultant shall immediately discontinue performance. If VCE shall fail to fulfill in a timely and proper manner its obligations under this Agreement, Consultant shall thereupon have the right to terminate this Agreement if such violation is not corrected within ten (10) days after submitting written notice to VCE. In the event of such termination, Consultant shall be entitled to receive just and equitable 181
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compensation, not to exceed the agreed amount for services provided before termination, for any satisfactory work completed on such documents and other materials prior to receipt of notice of default.

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

20. COMPLIANCE WITH LAWS
Consultant shall keep itself informed of all applicable federal, state and local laws, ordinances, codes, regulations and requirements which may, in any manner, affect those employed by it or in any way affect the performance of its services pursuant to this Agreement.

Consultant shall, at all times, observe and comply with all such laws and regulations. VCE, and its officers and employees, shall not be liable at law or in equity by reason of the failure of the Consultant to comply with this paragraph.

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

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

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

23. WAIVER
A waiver by VCE of any breach of any term, covenant, or condition contained herein shall 182
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not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.

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

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

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

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

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

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

30. FORCE MAJEURE
Consultant shall not be liable for any failure to perform its obligations under this 183
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Agreement if Consultant presents acceptable evidence, in VCE’s reasonable judgment, that such failure was due to acts of God, pandemics, embargoes, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond Consultant’s reasonable control and not due to any act by Consultant.

31. RESERVED

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

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

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

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

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

37. DRAFTING PARTY
This Agreement shall be construed without regard to the Party that drafted it. Any ambiguity shall not be interpreted against either Party and shall, instead, be resolved in accordance with other applicable rules concerning the interpretation of contracts. 184
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IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed as of the date set forth above.

FIRST PRINCIPLES ADVISORY LLC
By: __________________________
Name: James Himelic
Title: Founder
Date: __________________________

VALLEY CLEAN ENERGY ALLIANCE
A Joint Powers Authority
By: ___________________________
Name: Mitch Sears
Title: Chief Executive Officer
Date: _February 3, 2026______
APPROVED AS TO FORM:
_______________________
Counsel for VCE
2/3/2026
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EXHIBIT A

STATEMENT OF WORK
Project Overview
First Principles Advisory (FPA) will provide portfolio optimization modeling services to Valley Clean Energy (VCE) in support of VCE's 2026 Integrated Resource Plan filing with the California Public Utilities Commission. FPA will use the GenX capacity expansion model to develop optimized resource portfolios and prepare required CPUC compliance deliverables.

For any portfolio optimization process to be successful, two requirements must be met: 1) a complete and accurate identification of the short- and long-term portfolio objectives and 2) the effective translation of these objectives into the appropriate model constraints. One of the key objectives of the ongoing meetings between VCE and First Principles will be to ensure that VCE’s portfolio targets and goals are accurately represented in the models prior to optimizing the local portfolio(s).

Term
January 2026 through May 2026
Scope of Work
Task 1: Portfolio Optimization Modeling
First Principles is able to present VCE with a robust set of portfolio options for a variety of scenarios. The firm will include supporting commentary that outlines the key trade-offs identified for each scenario evaluated. FPA will configure and execute portfolio optimization runs using the GenX portfolio optimization model to identify least-cost resource portfolios that satisfy CPUC planning requirements and VCE's policy objectives. • Configure GenX model with VCE-specific inputs including load forecasts, existing resource portfolio, and procurement constraints
• Develop one (1) conforming portfolio meeting CPUC reference system plan requirements (included in base $50,000 fee)
• Option to develop two (2) alternative non-conforming portfolios reflecting VCE's preferred resource strategies ($5,000 per scenario, subject to mutual agreement by both parties)
• Document modeling assumptions, methodology, and results for each scenario Task 2: CPUC Data Templates
FPA will populate required CPUC data templates based on portfolio optimization results. • Resource Data Template (RDT): Complete resource-level data for selected portfolio(s) • Clean System Power (CSP) Calculator: Populate hourly generation and emissions data 186
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Task 3: Technical Narrative
FPA will prepare technical narrative sections related to portfolio optimization methodology and results for inclusion in VCE's IRP filing.
• Modeling approach and tool description
• Key assumptions and input data sources
• Portfolio results and resource selection rationale
• Draft narrative for the reliability section of the filing Task 4: Project Management
FPA will participate in project coordination activities with VCE and its designated project partners, including EQ Research and The Energy Authority (TEA). First Principles has been an active attendee in previous CPUC-led IRP workshops and plans to continue its participation in this meeting series for the 2026 cycle to stay informed on any changes enacted by the CPUC prior to final submission.
• Attend regular project team meetings and coordination calls • Respond to questions and provide status updates
• Coordinate deliverable handoffs and review cycles
Client Responsibilities
VCE and/or its designated project partners shall provide FPA with the following inputs in accordance with mutually agreed timelines:
• Load forecasts and customer growth projections
• Existing resource portfolio data (contracts, owned assets, procurement commitments) • Policy constraints and procurement preferences
• Review and approval of draft deliverables within agreed timeframes FPA shall not be held responsible for delays, incomplete deliverables, or non-compliance with CPUC filing requirements resulting from VCE's or its designated partners' failure to provide required inputs by specified deadlines. In the event of delayed or incomplete inputs, FPA will notify VCE promptly and work collaboratively to adjust project timelines or scope as necessary.

Compensation
Services will be provided on a time-and-materials basis at a rate of $300 per hour, with a not-to-exceed budget as specified below.

Task Hours Budget
Task 1: Portfolio Optimization Modeling 85 $25,500
Task 2: RDT 10 $3,000
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Task Hours Budget
Task 2: CSP Workbook 10 $3,000
Task 4: Technical Narrative 40 $12,000
Task 5: Project Management 21.67 $6,500
Total Not-to-Exceed (excluding optional portfolios) 167 $50,000 Optional: Alternative Modeling Exercise I 16.67 $5,000
Optional: Alternative Modeling Exercise II 16.67 $5,000 Total Not-to-Exceed (including optional portfolios) 200 $60,000 Hours may be reallocated between tasks with mutual agreement, provided the total not-to-exceed amount is not exceeded. FPA will invoice monthly for work performed in the prior month.

Deliverables
Deliverable Description
Resource Data Template (RDT) Completed CPUC RDT workbook with resource-level portfolio data
Clean System Power Calculator Completed CPUC CSP workbook with hourly generation and emissions profiles
Technical Narrative Draft narrative sections covering modeling methodology and portfolio results
Modeling Documentation Summary of GenX model configuration, assumptions, and key results
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EXHIBIT B

SCHEDULE OF PERFORMANCE
This schedule may be modified with the written approval of VCE.

Task Begin Complete Estimated Hours

1. Initial Portfolio Optimization
Modeling
Early Feb End of Feb Initial: 50
*Note this time
estimate assumes VCE
can provide the
necessary input data to
First Principles
Advisory such that
minimal preprocessing
is required to ensure
the appropriate degree
of data quality.

2. Initial CPUC Data Templates (RDT &
CSP).

Mid-March End of March Initial: 10
*Note this time
estimate assumes VCE
can provide the
necessary input data to
First Principles
Advisory such that
minimal preprocessing
is required to ensure
the appropriate degree
of data quality.

3. Final Portfolio Optimization
Modeling
Mid March Mid April Initial: 35

4. Final CPUC Templates (RDT & CSP) Mid April End of April Initial: 10

5. Technical Narrative Early May Mid-May Initial: 40

6. Optional Portfolio Modeling Beginning of May Mid-May Initial: 33

7. Project Management February to End of May Initial: 21.67 189
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EXHIBIT C

COMPENSATION
VCE shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below.

Compensation will be based on a time and materials (“T&M") basis and shall be calculated based on the hourly rates set forth below up to the not to exceed budget amount set forth below. Prior to performing work for any task described in Exhibit A, the Consultant will provide VCE with an updated estimate of the required hours for the task. Should the Consultant require additional hours to complete the task, the Consultant will notify VCE and the Parties will determine how they wish to proceed.

The compensation to be paid to Consultant under this Agreement for all services described in Exhibit “A” and reimbursable expenses shall not exceed a total of Sixty Thousand and no/100 Dollars ($60,000.00), as set forth below. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to VCE unless previously approved in writing by VCE.

Rates
Personnel Title Hourly
James Himelic Founder $300/hr
Other Applicable Reimbursement Rates:

Particulars Rate
Air Travel Time $XX.00 / hour
Auto Travel Time (one hour or more) $XX.00 / hour
Auto Mileage Rate (or current IRS reimbursement rate) $0.625 / mile Actual Direct Expenses (Receipts required above $25.00) Actual Expense Phone/postage/printing/office materials No Charge
Total Not to Exceed Amount: $60,000.00 unless amended by written agreement of both parties.

Invoices
Monthly Invoicing: In order to request payment, Consultant shall submit monthly invoices to VCE describing the services performed and the applicable charges (including a summary of the work performed during that period, personnel who performed the services, hours worked, task(s) for 190
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which work was performed). VCE shall pay all undisputed invoice amounts within thirty (30) calendar days after receipt up to the maximum compensation set forth herein. VCE does not pay interest on past due amounts.

Reimbursable Expenses
Administrative, overhead, secretarial time or overtime, word processing, photocopying, in house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. Travel expenses must be authorized in advance in writing by VCE.

Additional Services
Consultant shall provide additional services outside of the services identified in Exhibit A only by advance written authorization from VCE Representative prior to commencement of any additional services. Consultant shall submit, at the VCE Representative’s request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed maximum compensation. Any changes mutually agreed upon by the Parties, and any increase or decrease in compensation, shall be incorporated by written amendments to this Agreement.
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EXHIBIT D

INSURANCE REQUIREMENTS AND PROOF OF INSURANCE
Consultant shall maintain the following minimum insurance coverage:

A. COVERAGE:
(1) Workers' Compensation:

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

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

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

Comprehensive automotive liability coverage with minimum limits of $1,000,000 per
accident for bodily injury and property damage. ISO Form CA 0001 or equivalent is required.
(4) Professional Liability
Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000. 192
Item 16
1 VALLEY CLEAN ENERGY ALLIANCE
RESOLUTION NO. 2026-XXX

A RESOLUTION OF THE BOARD OF DIRECTORS OF VALLEY CLEAN ENERGY ALLIANCE

RATIFYING AN AGREEMENT WITH FIRST PRINCIPLES ADVISORY, LLC FOR INTEGRATED

RESOURCE PLANNING PORTFOLIO MODELING SERVICES
WHEREAS, the Valley Clean Energy Alliance (“VCE”) was formed as a community choice aggregation agency (“CCA”) on November 16, 2016, under the Joint Exercise of Power Act, California Government Code sections 6500 et seq., among the County of Yolo, and the Cities of Davis and Woodland, to reduce greenhouse gas emissions, provide electricity, carry out programs to reduce energy consumption, develop local jobs in renewable energy, and promote energy security and rate stability in all of the member jurisdictions. The City of Winters, located in Yolo County, was added as a member of VCE and a party to the JPA in December of 2019; and, WHEREAS, staff recommended to VCE’s Chief Executive Officer that VCE enter into an agreement with First Principles Advisory, LLC (First Principles) to prepare portfolio modeling services to assist Staff prepare its two-year update of the Integrated Resource Plan; and, WHEREAS, the Chief Executive Officer signed the agreement with First Principles effective February 3, 2026.

NOW, THEREFORE, the Board of Directors of the Valley Clean Energy Alliance resolves as follows:

1. Ratifies VCE entering into the Consultant Agreement executed on February 3, 2026, with First Principles Advisory, LLC to prepare portfolio modeling services for VCE’s two-year update of the Integrated Resource Plan, for an amount not to exceed $60,000 effective January 30, 2026, terminating May 31, 2026.

PASSED, APPROVED, AND ADOPTED, at a regular meeting of the Valley Clean Energy Alliance, held on the _____ day of ________ 2026 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
__________________________________
___________, VCE Chair
___________________________________
Alisa M. Lembke, VCE Board Secretary
Attachment A: First Principles Advisory, LLC agreement
193
Item 16
2 ATTACHMENT A

INTEGRATED RESOURCE PLAN PORTFOLIO MODELING SERVICES AGREEMENT

WITH FIRST PRINCIPLES ADVISORY, LLC
194
Item 17

VALLEY CLEAN ENERGY ALLIANCE
Staff Report – Item 17
TO: Board of Directors
FROM: Mitch Sears, Chief Executive Officer
Rebecca Kuczynski, Chief Customer Officer
SUBJECT: Agreement with Gridtractor for Consulting Services Related to Implementation of the Smart Home Energy and Load Flexibility (SHELF) Dynamic Rates Pilot DATE: February 12, 2026

RECOMMENDATION
Ratify Agreement between Gridtractor and VCE for consulting services related to implementation of the Smart Home Energy and Load Flexibility (SHELF) Dynamic Rates Pilot.

BACKGROUND & DISCUSSION
In October 2025, the VCE Board authorized the Residential Dynamic Rates Pilot known as the Smart Home Energy and Load Flexibility (SHELF) Pilot, with Panasonic and UC Davis. VCE has begun recruitment for the Pilot, which has been re-named the Coordinated Home Automation via Real-time Grid Economics (CHARGE) Pilot. During the course of early Pilot implementation, the need arose for an exploration of the Hourly Flex Pricing dynamic pricing methodology, and David Meyers of Gridtractor (formerly Polaris), has advanced skills and knowledge to perform this analysis.

The agreement with Gridtractor provides for the gap analysis on the pricing methodology that will inform the dynamic rate used going forward in the CHARGE Pilot. These services are time-sensitive in nature and mission-critical for the Pilot. David Meyers has provided prompt service, competitive analysis, and has met or exceeded former contract provisions. 195
After consultation with legal counsel and in accordance with the Agreement, both parties signed the agreement for services for the term of January 2026 to December 2026 for a not-to-exceed amount of $10,000. This amount is within the VCE Executive Officer’s signing authority and will be paid through payment VCE will receive from Panasonic for work completed in the CHARGE Pilot.

FISCAL IMPACT
The costs associated with Gridtractor providing services will be reimbursed through VCE’s payment for the CHARGE Pilot.

ATTACHMENTS

1. Pilot Program Costs

2. Agreement with Gridtractor for Consulting Services dated January 29, 2026

3. Resolution 2026-XXX
196
Program Years 2026-2027 Totals
Funding
Sources
Third Parties Panasonic $30,000
Total Funding $30,000
Program Costs
Staff Costs $6,338.45
Third Party
SMUD $13,000
Gridtractor $10,000
Contingency $3,000
Total Costs $32,338.45
Fiscal Impact $2,338.45
Note: Program activities may vary from year to year, impacting funding and cost timing. 197

AGREEMENT BETWEEN THE VALLEY CLEAN ENERGY ALLIANCE AND
Gridtractor
FOR
Consulting Services
THIS AGREEMENT, is entered into this 29th day of January, 2026, by and between the VALLEY CLEAN ENERGY ALLIANCE, a Joint Powers Authority organized and operating under the laws of the State of California, with its principal place of business at 604 Second Street, Davis, California, 95616 ("VCE"), and Gridtractor, a California corporation whose address is 2600 Somerset Drive, Belmont, CA 94002 (hereinafter referred to as "Consultant") (collectively referred to as the “Parties” and individually as a “Party”).

RECITALS:

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

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

C. VCE and Consultant desire to enter into an agreement for consulting services upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

6. TERM
The term of this Agreement shall commence on January 26, 2026, and shall terminate on December 31, 2026, unless terminated earlier as set forth herein.

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

8. COMPENSATION TO CONSULTANT
Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed ten thousand dollars ($10,000.00) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

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

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

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

11. INDEPENDENT PARTIES
VCE and Consultant intend that the relationship between them created by this Agreement is that of an independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by VCE to its employees, including but not limited to, unemployment insurance, workers’ compensation plans, vacation and sick leave are available from VCE to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Consultant.

Payments of the above items, if required, are the responsibility of Consultant. Consultant shall indemnify and hold harmless VCE and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of VCE officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant’s personnel practices. VCE shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to VCE from Consultant as a result of Consultant’s failure to promptly pay to VCE any reimbursement or indemnification arising under this section.

12. NO RECOURSE AGAINST CONSTITUENT MEMBERS OF VCE
VCE is organized as a Joint Powers VCE in accordance with the Joint Powers Act of the State of California (Government Code Section 6500 et seq.) pursuant to a Joint Powers Agreement dated March 31, 2016, and is a public entity separate from its constituent members. VCE shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Consultant shall have no rights and shall not make any claims, take any actions or 199
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assert any remedies against any of VCE’s constituent members in connection with this Agreement.

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

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

B. Intellectual Property Indemnification. Consultant hereby certifies that it owns, controls, or licenses and retains all right, title, and interest in and to any intellectual property it uses in relation to this Agreement, including the design, look, feel, features, source code, content, and other technology relating to any part of the services and including all related patents, inventions, trademarks, and copyrights, all applications therefor, and all trade names, service marks, know how, and trade secrets (collectively referred to as “IP Rights”), except as otherwise expressly provided by this Agreement. Consultant warrants that the services to be provided pursuant to this Agreement do not infringe, violate, trespass, or constitute the unauthorized use or misappropriation of any IP Rights of any third party. Consultant shall indemnify, defend, and hold Indemnitees, harmless from and against any Liabilities by a third party that the services to be provided pursuant to this Agreement infringe or violate any third-party’s IP Rights, provided any such right is enforceable in the United States. Such costs and expenses shall include reasonable 200
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attorneys’ fees of counsel of VCE’s choice, expert fees and all other costs and fees of litigation.

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

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

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

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

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

D. Additional Insured. VCE, its members, officers, employees and volunteers shall be named as additional insureds under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. 201
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Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.

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

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

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

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

12. PROHIBITION AGAINST TRANSFERS
Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of VCE. Any attempt to do so without such consent shall be null and void, and any assignee, sublessee, pledgee, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from VCE under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to VCE by Consultant.
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The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation.

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

14. REPORTS
A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of VCE. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to VCE the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of VCE and may be used or published by VCE for any governmental purpose.

Consultant may retain a copy of any Report furnished to VCE pursuant to this Agreement.

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

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

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

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

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

G. The terms of A-F of this section notwithstanding, VCE acknowledges and agrees to the following terms regarding Consultant’s intellectual property (“IP”). i) Consultant has developed significant IP and technology in the domain of this Agreement, broadly defined as “dynamic rates,” including both publications in the public domain, program implementations, and unpublished proprietary information. 203
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ii) The purpose of this Agreement is to provide analysis and recommendations to VCE based on that IP. Terms A-F refer only to the written report delivered to VCE and not to the underlying IP and nothing in this Agreement shall limit Consultant’s rights to use of the IP. iii) The work product of this Agreement is intended to assist VCE in deciding on the dynamic price signal to be used in its SHELF project and Consultant does not make representations regarding any other use.
iv) Implementation of the conceptual rate design developed under this scope requires a subsequent scope for one or more of detailed design, implementation services, and technology licensing. For avoidance of doubt, this clause shall apply to a dynamic rate implemented by VCE other than that currently provided by PG&E through the Hourly Flex Pricing program.

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

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

17. INFORMATION AND DOCUMENTS
A. Consultant covenants that all data, reports, documents, discussion, or other information (collectively “Data”) developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed or released by Consultant without prior written authorization by VCE. VCE shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the VCE Representative or unless requested in writing by VCE’s counsel, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within VCE. Response to a subpoena or court order shall not be considered “voluntary,” provided Consultant gives VCE notice of such 204
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court order or subpoena.

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

C. In the event VCE gives Consultant written notice of a “litigation hold”, then as to all data identified in such notice, Consultant shall, at no additional cost to VCE, isolate and preserve all such data pending receipt of further direction from VCE.

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

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

TO VCE:

Valley Clean Energy Alliance
604 Second Street
Davis, CA 95616
Attention: Chief Executive Officer
TO CONSULTANT:

David Meyers
Gridtractor
2600 Somerset Drive
Belmont, CA 94002

19. TERMINATION
In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If Consultant fails to cure the default within the time specified (which shall be 205
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determined by VCE but shall be not less than 10 days) and according to the requirements set forth in VCE’s written notice of default, and in addition to any other remedy available to VCE by law, the VCE Representative may terminate the Agreement by giving Consultant written notice thereof, which shall be effective immediately. The VCE Representative shall also have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Consultant as provided herein. Upon receipt of any notice of termination, Consultant shall immediately discontinue performance.

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

20. COMPLIANCE WITH LAWS
Consultant shall keep itself informed of all applicable federal, state and local laws, ordinances, codes, regulations and requirements which may, in any manner, affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Consultant shall, at all times, observe and comply with all such laws and regulations. VCE, and its officers and employees, shall not be liable at law or in equity by reason of the failure of the Consultant to comply with this paragraph.

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

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

22. ADVERTISEMENT
Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from VCE to do otherwise.
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23. WAIVER
A waiver by VCE of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.

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

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

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

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

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

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

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

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

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

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

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

35. NO THIRD PARTY BENEFICIARIES INTENDED
This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.
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36. COUNTERPARTS; FACSIMILE/PDF/ELECTRONIC SIGNATURE
This Agreement may be executed in multiple counterparts, all of which shall be deemed an original, and all of which will constitute one and the same instrument. The Parties agree that a facsimile, PDF or electronic signature may substitute for and have the same legal effect as the original signature.

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

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

RECOMMENDED FOR APPROVAL
_______________________________
David Meyers
CEO

GRIDTRACTOR
By: __________________________
Name: ________________________
Title: _________________________
Date: __________________________

VALLEY CLEAN ENERGY ALLIANCE
A Joint Powers Authority
By: ___________________________
Name: Mitch Sears
Title: Chief Executive Officer
Date: __________________________
APPROVED AS TO FORM:
_______________________
Counsel for VCE
ATTEST:
_____________________
VCE Clerk
David Meyers
N/A
David Meyers
CEO
1/29/2026
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Exhibit A
Scope of Services
Gridtractor will support VCE and its partners in the Smart Home Energy Load Flexibility (SHELF) pilot project with analysis of dynamic rate design options, including the existing Hourly Flexible Pricing (HFP) rate offered by PG&E and at least one alternative design. • Perform a gap analysis of the HFP rate in comparison to the pilot’s research goals. • Perform a gap analysis of the HFP rate in comparison to the pilot partners’ long-term objectives.
• Develop at least one conceptual alternative rate design that mitigates the gaps identified, within constraints defined by the pilot partners. • Compare bill customer bills from participation in the alternative design(s) for a sample of program months and response levels to underlying TOU bills. • Propose a high-level implementation plan for the alternative design(s). 210
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Exhibit B
Schedule of Performance
This schedule may be modified with the written approval of VCE.

Task Begin Complete

1. 2.

3. 4.

5. 6.

7. 8.

9. 10.
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Exhibit C
Compensation
VCE shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below.

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

The compensation to be paid to Consultant under this Agreement for all services described in Exhibit “A” and reimbursable expenses shall not exceed a total of ten thousand dollars ($10,000), as set forth below. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to VCE unless previously approved in writing by VCE.

Task Estimated Budget

1. Perform a gap analysis of the HFP rate in comparison to the pilot’s research goals.
$ 1,500

2. Perform a gap analysis of the HFP rate in comparison to the pilot partners’ long term objectives.
$ 1,500

3. Develop at least one conceptual alternative rate design that mitigates the gaps identified, within constraints defined by the pilot partners.
$ 3,500

4. Compare customer bills from participation in the alternative design(s) for a sample of program months and response levels to underlying TOU bills.
$ 2,500

5. Propose a high-level implementation plan for the alternative design(s).
$ 1,000

6. 7.

8. 9.

10. Total
Rates
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Personnel Title Hourly
David Meyers CEO $250
Ahmar Ali/TBD Software Engineer $125
Toni Radtkey/TBD Program Analyst $125
TBD Principal Energy Engineer $125
TBD Energy Engineer/Analyst $75
Invoices
Monthly Invoicing: In order to request payment, Consultant shall submit monthly invoices to VCE describing the services performed and the applicable charges (including a summary of the work performed during that period, personnel who performed the services, hours worked, task(s) for which work was performed). VCE shall pay all undisputed invoice amounts within thirty (30) calendar days after receipt up to the maximum compensation set forth herein. VCE does not pay interest on past due amounts.

Reimbursable Expenses
Administrative, overhead, secretarial time or overtime, word processing, photocopying, in house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. Travel expenses must be authorized in advance in writing by VCE. In no event shall reimbursable expenses collectively exceed the total sum of _______________ ($__________).

Additional Services
Consultant shall provide additional services outside of the services identified in Exhibit A only by advance written authorization from VCE Representative prior to commencement of any additional services. Consultant shall submit, at the VCE Representative’s request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed maximum compensation. Any changes mutually agreed upon by the Parties, and any increase or decrease in compensation, shall be incorporated by written amendments to this Agreement. 213
82456.00002\30005806.4
Exhibit D
Insurance Requirements and Proof of Insurance
Consultant shall maintain the following minimum insurance coverage:

A. COVERAGE:
(1) Workers' Compensation:

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

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

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

Comprehensive automotive liability coverage with minimum limits of $1,000,000 per accident for bodily injury and property damage. ISO Form CA 0001 or equivalent is required.
(4) Professional Liability
Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000. (5) Privacy and Cybersecurity Liability
Privacy and cybersecurity liability (including costs arising from data destruction, hacking or intentional breaches, crisis management activity related to data breaches, and legal claims for security breach, privacy violations, and notification costs of at least $5,000,000 US per occurrence.
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Item 17

VALLEY CLEAN ENERGY ALLIANCE
RESOLUTION NO. 2026-___

A RESOLUTION OF VALLEY CLEAN ENERGY ALLIANCE RATIFYING THE AGREEMENT WITH

GRIDTRACTOR FOR CONSULTING SERVICES
WHEREAS, the Valley Clean Energy Alliance (“VCE”) was formed as a community choice aggregation agency (“CCA”) on November 16, 2016, under the Joint Exercise of Power Act, California Government Code sections 6500 et seq., among the County of Yolo, and the Cities of Davis and Woodland, to reduce greenhouse gas emissions, provide electricity, carry out programs to reduce energy consumption, develop local jobs in renewable energy, and promote energy security and rate stability in all of the member jurisdictions. The City of Winters, located in Yolo County, was added as a member of VCE and a party to the JPA in December of 2019; and,
WHEREAS, VCE has worked successfully with David Meyers of Gridtractor during the course of VCE’s closed Agricultural Flexible Irrigation Technology (AgFIT) pilot; and WHEREAS, the VCE Board approved the Residential Dynamic Pricing Pilot (the “Pilot”) with UC Davis and Panasonic on October 14, 2025; and
WHEREAS, the Pilot involves evaluating dynamic pricing methodologies, and David Meyers possesses the skills and experience to efficiently evaluate pricing methodologies on behalf of VCE; NOW, THEREFORE, the Board of Directors of the Valley Clean Energy Alliance resolves as follows:

1. The VCE Agreement with Gridtractor for consulting services and the not to exceed amount associated with the agreement of $10,000 is ratified. The total not to exceed amount for the services agreement would be $10,000 for the period from January 2026 through December 2026.

PASSED, APPROVED AND ADOPTED, at a regular meeting of the Valley Clean Energy Alliance, held on the _____ day of _________ 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
____________, VCE Board Chair
ATTEST:

Alisa M. Lembke, VCE Board Secretary
Attachment: Agreement with Gridtractor
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Item 18

VALLEY CLEAN ENERGY ALLIANCE
Staff Report – Item 18
____________________________________________________________________________________ TO: Board of Directors
FROM: Chad Curran, Director of Power Services
SUBJECT: Approve Participation in CC Power Willow Rock Long Duration Storage Project DATE: February 12, 2026
Recommendation
1) Authorize the Executive Officer to execute on behalf of Valley Clean Energy as a member of CC Power the following agreements and any necessary ancillary documents for the Willow Rock long duration storage (LDS) project with a delivery term of 20 years starting at the commercial operation date on or about July 1, 2030:
a. Project Participation Share Agreement between Valley Clean Energy, California Community Power and other participating CCAs
b. Buyer Liability Pass Through Agreement between Valley Clean Energy, California Community Power, and GEM A-CAES LLC.

Overview
This report and recommendation address VCE’s share of a statewide procurement requirement for long-duration electricity storage that lasts more than 8 hours. The most common storage resources in California and VCE’s current portfolio are 4-hour utility scale batteries. The project under consideration comes to VCE through its membership in CC Power, the Joint Powers Agency formed to facilitate the joint procurement of electricity and related services.

Background
Formation of CC Power
In 2020, a group of CCAs came together to discuss forming a joint powers authority (JPA) called California Community Power (CC Power) to leverage their combined buying power to provide cost effective joint services, programs, and procurement of energy resources and products. In February 2021, Valley Clean Energy’s Board voted for VCE to become a member of CC Power. (This topic was presented to the CAC in January 2021). The other CCAs that are members of CC Power include 3CE, Ava, CPSF, PCE, RCEA, SCP, SJCE, and SVCE. Additional information about CC Power can be found at:
https://cacommunitypower.org/
CPUC Mid-Term Reliability Procurement Mandate
On June 24, 2021, the California Public Utilities Commission (CPUC) adopted D.21-06-035. This decision was intended to partially address the replacement of fossil fuel electricity generation in California with 216
2 reliable renewable generation sources and is commonly known as the mid-term reliability (MTR) procurement mandate. It directs load serving entities (LSEs) such as CCA’s, investor-owned utilities, and direct access providers to collectively procure 11,500 MW of new resources between 2023 to 2026 to meet mid-term grid reliability needs. This includes at least 1,000 MW of LDS resources and 1,000 MW of firm zero-emitting resources with at least an 80 percent capacity factor (e.g. baseload resources like geothermal, biomass, etc.), by 2026, with an option to extend the compliance requirement for these 2,000 MW to 2028. The requirement is measured as net qualifying capacity (NQC) rather than nameplate capacity. This means that the nameplate capacity each LSE is required to procure is higher than the NQC requirement identified in the decision. The decision requires that contracts have a term of at least 10 years and that resources be zero-emission or eligible under the California renewable portfolio standard (RPS).

On February 28, 2023, the CPUC adopted D.23-02-040, which orders an additional supplemental mid-term reliability procurement of 4,000 MW of NQC for 2026 and 2027, in addition to the total of 11,500 MW previously ordered in D.21-06-035. The decision also postponed the requirement for procurement of 2,000 MW long lead-time (LLT) resources under D.21-06-035 from 2026 until 2028. Procurement requirements were allocated among all LSEs using the same method used by D.21-06-035, but updated to reflect the State’s 2022 IEPR load forecasts and 2023 year-ahead Resource Adequacy (RA) forecasts.

The procurement requirements for all LSEs as modified by D.23-02-040 are shown in the table below.

VCE’s share of the 1,000 MW LDS capacity procurement requirement was 4 MW NQC of LDS, or approximately 0.2% of the statewide total. This is an approximate equivalent of 5.1 MW of nameplate capacity from long duration storage resources.

Procurement Category
All LSEs
2023 2024 2025 2026 2027 2028 Total
Zero-emissions
generation, generation
paired with storage, or
demand response
resources
2,000 6,000 1,500 2,000 2,000 13,500
Firm zero-emitting
resources (80%
capacity factor)
- - - - 1,000 1,000
Long duration storage
resources (LDS)
[VCE Share]
- - - - 1,000
[4]
1,000
[4]
Total Annual Net
Qualifying Capacity
(NQC) Requirements
2,000 6,000 1,500 2,000 2,000 2,000 15,500
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3 CC Power 2024 RFP
In order to meet members’ compliance requirements set forth in D.21-06-035 and D.23-02-040 (the Decisions), CC Power solicited for long duration energy storage (LDS) projects through its 2024 Request for Proposals (RFP).

CC Power ran a competitive solicitation process through its 2024 RFP, receiving 80 offers from 61 discrete projects and 22 counterparties. Of the offers received, 50 offers were for standalone energy storage projects, of which 30 were for 8-hour or longer duration. Only one project, with two offers, provided advanced compressed air energy storage system (A-CAES) technology, with the remainder being lithium-ion battery projects. CC Power’s solicitation vendor, The Energy Authority (TEA), performed quality control on the offers and performed an economic analysis of the offers. CC Power then requested updated pricing from the offerors shortlisted in the RFP.

CC Power received an offer from GEM A-CAES LLC, a project company of Hydrostor, for the sale of capacity and certain financial energy rights from the Willow Rock A-CAES project located in Rosamond, CA. 50 MW of 8-hour storage capacity from the 500 MW A-CAES project was offered to CC Power with an expected commercial operation of July 1, 2030. In anticipation of the termination of the Energy Storage Services Agreement (ESSA) for the Goal Line LDS project, which had originally been procured in 2022 to meet members’ LDS compliance needs, CC Power initiated contract negotiations for the Willow Rock project to meet CC Power members’ MTR LDS requirements. In addition to supporting members’ compliance requirements, this project contributes to CC Power’s strategic priority of exploring emerging technologies and derisking such procurement through joint action.

VCE’s LDS Procurement Obligation
During the summer of 2025, VCE pursued multiple options to fully satisfy its 4 MW NQC LDS capacity procurement obligation. VCE had already satisfied a portion of its LDS capacity procurement obligation with its share of CC Power’s Energy Storage Service Agreement for the 75 MW Tumbleweed 8-hour battery project. The VCE Board approved and reaffirmed VCE’s participation in the Tumbleweed project in 2022. VCE’s share of the Tumbleweed project is approximately 3.11 MW nameplate, or 2.61 MW NQC. The Tumbleweed project is expected to come online June 1, 2026.

In May of 2025, VCE also committed to a share of the Willow Rock project for which CC Power was in negotiations, which would have satisfied the remainder of its LDS capacity procurement obligation.

However, the outcome of the negotiations for Willow Rock was uncertain, and the Tumbleweed project was still in development. To hedge against this uncertainty, VCE also agreed to swap a portion of its LDS capacity procurement obligation with fellow CCA Desert Clean Energy (DCE). As described in DCE’s Advice Letter 13-E, filed May 29, 2025, DCE took on 2.03 MW NQC of VCE’s LDS obligation. In return, VCE took on 3.09 MW NQC of DCE’s zero emitting capacity procurement obligation. This swap reduced VCE’s total LDS capacity procurement obligation to 1.97 MW NQC.

With the Tumbleweed project now nearing commercial operation as expected on June 1, 2026, and the obligation swap with DCE, VCE will have fully satisfied its 1.97 MW NQC LDS capacity procurement obligation. However, the Willow Rock project diversifies VCE’s portfolio and provides additional LDS 218
4 capacity to protect against future uncertainty, incremental procurement orders, and potential load growth. In addition, VCE can sell off excess capacity to further de-risk this longer-term hedging strategy. On balance, these factors lead Staff to recommend approval of VCE’s participation in this project.

Overview of Project
Project Name Willow Rock Energy Storage Center
Technology Advanced Compressed Air Energy Storage (A-CAES) Storage Capacity 500 MW / 4,000 MWh
Expected Commercial Operation Date 7/1/2030
Developer Hydrostor
Location Kern County, CA
The Willow Rock project is a 500 MW A-CAES system that utilizes air compression technology to store energy. The project will be located in Rosamond, Kern County, CA and has a guaranteed commercial operation date of December 31, 2030.

To store potential energy, the project compresses ambient atmospheric air, which is stored in large underground caverns underneath a water reservoir. During the compression process, excess heat is captured through heat exchangers for later use during the discharge phase. To respond to market signals to dispatch for generation, the above ground water reservoir is allowed to flood the cavern, driving the compressed air to the surface to spin turbines, generating electricity. Since the expansion and pressure reduction process in the turbines causes the working air temperature to drop, the heat exchangers release the stored thermal energy to pre-heat the air, increasing efficiency without the use of gas burners as in other compressed air energy storage systems. A general diagram of this type of system is shown below.

Diagram provided by Hydrostor
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5 Willow Rock possesses full site control and has secured a 500 MW large generator interconnection agreement and 500 MW of full capacity deliverability status from Southern California Edison. The California Energy Commission (CEC) provided a final decision on December 31, 2025, approving the project’s environmental permit application. Hydrostor has also secured a Conditional Loan Guarantee from the Department of Energy, which is intended to support the project’s financing.

Environmental Impact
Willow Rock has a limited above-ground site footprint and letters of support from the National Parks Conservation Association. The operation of the technology is emissions-free. The site is on undeveloped land in Kern County, but has identified limited impacts to endangered species, identifying only impacts to Western Joshua Tree and potentially foraging habitats for Crotch’s Bumble Bees and Swainson’s Hawks.

Workforce Requirements
Hydrostor intends to sign a project labor agreement ensuring prevailing wage and use of apprenticeship programs. Hydrostor expects the Willow Rock project to create between 275 and 750 construction jobs (average to peak) and about 40 permanent jobs. In addition, Hydrostor has dedicated funds to local community engagement programs in Kern County and intends to use domestic manufacturers where possible.

Developer
The project is being developed by Hydrostor. Hydrostor has developed 2 projects in Canada and has a third, 200 MW facility under development in Australia. Their team has been built out and includes experienced development professionals who have brought online hundreds of projects and GW of projects at other companies.

Participating CCAs
Six of the CC Power CCAs are participating in this contract. Each participating CCA elected its share of the project based on its remaining LDS capacity procurement obligations. The CCAs and their shares of the project are identified in the table below.

CCA Entitlement Share Willow Rock
Allocation (MW) Credit Rating
CPSF 23.00% 11.5 Moody’s A2
PCE 30.00% 15 Moody’s A3
S&P A-RCEA 6.20% 3.1 -
SJCE 24.00% 12 Moody’s A2
S&P A
SVCE 11.40% 5.7 Moody’s A3
S&P A
VCE 5.40% 2.7 S&P A-Total 100.00% 50.00
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6 Contract Structure
CC Power has signed a Resource Adequacy and Top / Bottom 4 (RA+TB4) Agreement with GEM A-CAES LLC (Seller) for the Willow Rock project. Under the agreement, Seller will schedule the project in the CAISO market and receive and be responsible for CAISO market revenues. CC Power will pay Seller a monthly capacity payment. In return, CC Power will receive the capacity attributes from the project, which CCA members can count toward their RA requirements and MTR procurement obligations.

Seller will also pay CC Power a “TB4” financial settlement based on an approximation of the potential energy arbitrage revenues available in the CAISO Day-Ahead Market. In theory, an operator of a storage project aspires to maximize energy arbitrage revenues by charging during the least expensive hours (the “bottom” of the market) of the day and discharging during the most expensive hours (the “top” of the market). The financial settlement under the Willow Rock contract is calculated as the contract capacity of the project times the top 4 highest priced hours of each day minus the bottom 4 lowest priced hours of the day, after accounting for the project’s round-trip efficiency. This common industry methodology for benchmarking the potential revenues of operating a storage facility in the market is called “top / bottom 4” or TB4.

By using this structure, Willow Rock receives a predictable stream of capacity payments. CC Power receives an approximation of the revenues it might receive if it were operating the battery in the market, while Willow Rock remains responsible for optimizing project revenues in the CAISO market.

The RA+TB4 agreement also governs project development and operational requirements, milestones, price, volumes, term length, payment obligations and other keys terms and is administered by CC Power.

As in past CC Power projects VCE has participated in, VCE will execute the following agreements:
• Project Participation Share Agreement (PPSA): This agreement will be executed by CC Power and each of the participating CCAs. This agreement conveys the project benefits (resource adequacy and energy arbitrage) from CC Power to each of the CCAs. It also details payment timelines from each CCA to CC Power and covers terms and procedures if a CCA does not make payments when due and if a CCA needs to be removed from the contract for non-performance.

Under this agreement, each CCA commits to a 25% “step-up” obligation. If one of the participating CCAs defaults and is removed from the agreement, each CCA commits to take additional capacity up to 25% of its initial share. Under this agreement, each CCA also commits to pre-pay three months of expected project payments. This provides a cushion to CC Power to allow it to make payments to the project developer on a timely basis. • Buyer Liability Pass Through Agreement (BLPTA): This agreement will be executed by VCE, CC Power, and GEM A-CAES LLC. The form of this agreement is an appendix to the Resource Adequacy and TB4 Agreement (RA + TB4 Agreement). This agreement is a guaranty by VCE of its share of payment obligations under the RA + TB4 Agreement. 221
7 On January 28, 2026, the CC Power Board approved the Willow Rock RA + TB4 Agreement. The RA + TB4 Agreement gives CC Power 90 days to secure approval from each of the participating CCAs governing Boards.

Strategic Plan
The Willow Rock project supports the following objectives in VCE’s strategic plan:

Goal 2: Manage power supply resources to consistently exceed California’s Renewable Portfolio Standard (RPS) while working toward a resilient resource portfolio that is 100% Carbon Free and a minimum of 90% Renewable by 2030

2.2 Objective: Through strategic procurement acquire sufficient clean energy and renewable resources including storage and other resource adequacy products to achieve VCE’s greenhouse gas reduction targets and regulatory requirements …

2.4 Evaluate and pursue opportunities for shared investment and procurement strategies with other CCAs
Discussion/Conclusion
VCE’s expected share of the Willow Rock project is 5.4% of the project which is equivalent to 2.7 MW nameplate capacity or 2.24 MW NQC. This is equal to approximately 56% of VCE’s MTR LDS capacity procurement obligation.

Although VCE expects to have fully satisfied its LDS capacity procurement obligation with its share of the Tumbleweed project and its obligation swap with DCE, the LDS capacity from the Willow Rock project provides additional capacity to protect against future uncertainty and incremental procurement orders.

Staff is asking the Board to approve VCE’s participation in the Willow Rock project. In addition, each participating CCA is asking its Board for cushion to allow them to proceed with this project in case there are changes in share allocation due to any CCA not receiving their Board’s approval. VCE is seeking approval for up to a 6.75% / 3.375 MW share of the project. This will also cover situations when there is a step-up event. Staff anticipates that all CCAs will receive approval to participate, but in the event one or more do not, this buffer will help avoid the need to go back to each of the CCA Boards for re-approval.

Attachments

1. Project Participation Share Agreement (PPSA)

2. Resource Adequacy and TB4 Agreement (RA + TB4 Agreement - redacted) [includes Exhibit L - Buyer Liability Pass Through Agreement (BLPTA)]

3. Resolution 2026-XXX
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WILLOW ROCK ENERGY STORAGE CENTER

PROJECT PARTICIPATION SHARE AGREEMENT
among

CITY AND COUNTY OF SAN FRANCISCO, ACTING BY AND THROUGH ITS

PUBLIC UTILITIES COMMISSION CLEANPOWERSF
and

PENINSULA CLEAN ENERGY AUTHORITY
and

REDWOOD COAST ENERGY AUTHORITY
and
CITY OF SAN JOSÉ, ADMINISTRATOR OF SAN JOSÉ CLEAN ENERGY and

SILICON VALLEY CLEAN ENERGY AUTHORITY
and

VALLEY CLEAN ENERGY
and

CALIFORNIA COMMUNITY POWER
223

TABLE OF CONTENTS
Page
i
ARTICLE 1 DEFINITIONS....................................................................................................... 2

1.1. Definitions.............................................................................................................. 2

1.2. Rules of Interpretation ......................................................................................... 10 ARTICLE 2 EFFECTIVE DATE AND TERM...................................................................... 11

2.1. Term..................................................................................................................... 11 ARTICLE 3 AGREEMENT..................................................................................................... 11

3.1. Transaction........................................................................................................... 11 ARTICLE 4 ENTITLEMENT SHARE................................................................................... 12

4.1. Initial Entitlement Share ...................................................................................... 12

4.2. Change of Entitlement Share ............................................................................... 12

4.3. Reduction of Entitlement Share to Zero .............................................................. 12 ARTICLE 5 OBLIGATIONS OF CCP AND ROLE OF CCP BOARD.............................. 12

5.1. Obligations of CCP.............................................................................................. 12

5.2. Role of CCP Board. ............................................................................................. 16 ARTICLE 6 ROLE AND RESPONSIBILITIES OF CCP MANAGER.............................. 17

6.1. Role of CCP Manager.......................................................................................... 17

6.2. CCP Manager Recommendations to the CCP Board........................................... 18

6.3. CCP Manager Report to CCP Board on Actions relating to the Offtake Agreement or the Project ..................................................................................... 19

6.4. Subcommittees..................................................................................................... 20

6.5. Delegation............................................................................................................ 20 ARTICLE 7 COORDINATED OPERATIONS AGREEMENT.......................................... 20

7.1. Coordinated Operations Agreement .................................................................... 20 ARTICLE 8 OPERATING ACCOUNT.................................................................................. 20

8.1. Calculation of Estimated Monthly Project Cost .................................................. 20

8.2. Operating Account............................................................................................... 20 ARTICLE 9 BILLING .............................................................................................................. 21

9.1. Monthly Costs...................................................................................................... 21

9.2. Billing Statements................................................................................................ 21

9.3. Disputed Monthly Billing Statement ................................................................... 22

9.4. Payment Adjustments; Billing Errors.................................................................. 22

9.5. Payment of Invoice Amount ................................................................................ 22

9.1. Deduction of Invoice Amount from Operating Account ..................................... 22

9.7. Late Payments...................................................................................................... 22 224
ii
ARTICLE 10 UNCONDITIONAL PAYMENT OBLIGATIONS;
AUTHORIZATIONS; CONFLICTS; LITIGATION.............................. 23

10.1. Unconditional Payment Obligation...................................................................... 23

10.2. Authorizations...................................................................................................... 23

10.3. Conflicts............................................................................................................... 23

10.4. Litigation.............................................................................................................. 23

10.5. San José Clean Energy......................................................................................... 23

10.6. CleanPowerSF...................................................................................................... 24 ARTICLE 11 RIGHTS AND OBLIGATIONS UNDER THE OFFTAKE
AGREEMENT ............................................................................................. 24

11.1. CCP Rights and Obligations under the Offtake Agreement ................................ 24 ARTICLE 12 NONPERFORMANCE AND PAYMENT DEFAULT.................................. 25

12.1. Nonperformance by Project Participants............................................................. 25

12.2. Payment Default................................................................................................... 25

12.3. Payment Default Notice....................................................................................... 25

12.4. Cured Payment Default........................................................................................ 26

12.5. Suspension of Project Participant’s Project Revenue Rights and Treatment of Capacity Attributes.......................................................................................... 26

12.6. Termination and Disposal of Project Participant’s Project Rights ...................... 26

12.7. Step-Up Invoices.................................................................................................. 27

12.8. Step-Up Allocation of Project Participant’s Project Rights................................. 28

12.9. Elimination or Reduction of Payment Obligations.............................................. 30 ARTICLE 13 LIABILITY ........................................................................................................ 30

13.1. Project Participants’ Obligations Several ............................................................ 30

13.2. No Liability of CCP or Project Participants ........................................................ 30

13.3. Extent of Exculpation; Enforcement of Rights.................................................... 31

13.4. No General Liability of CCP ............................................................................... 31

13.5. Indemnification .................................................................................................... 31 ARTICLE 14 NOTICES ........................................................................................................... 31

14.1. Addresses for the Delivery of Notices................................................................. 31

14.2. Acceptable Means of Delivering Notice.............................................................. 31 ARTICLE 15 ASSIGNMENT .................................................................................................. 32

15.1. General Prohibition on Assignments................................................................... 32 ARTICLE 16 GOVERNING LAW AND DISPUTE RESOLUTION.................................. 32

16.1. Governing Law .................................................................................................... 32

16.2. Dispute Resolution............................................................................................... 32 ARTICLE 17 MISCELLANEOUS .......................................................................................... 32

17.1. Entire Agreement; Integration; Exhibits.............................................................. 33

17.2. Amendments........................................................................................................ 33 225
iii

17.3. No Waiver............................................................................................................ 33

17.4. Severability .......................................................................................................... 33

17.5. Counterparts......................................................................................................... 33

17.6. Electronic Delivery .............................................................................................. 33

17.7. Binding Effect...................................................................................................... 33

17.8. Forward Contract ................................................................................................. 33

17.9. City of San Francisco Standard Provisions.......................................................... 34

17.10. City of San José Standard Provisions. ................................................................. 35

17.11. Further Assurances............................................................................................... 36 EXHIBIT A NOTICES................................................................................................................. 1

EXHIBIT B SCHEDULE OF PROJECT PARTICIPANT ENTITLEMENT SHARES AND STEP-UP ALLOCATION CAPS .......................................................... 1

EXHIBIT C PROCEDURE FOR VOLUNTARY REDUCTION OF PROJECT
PARTICIPANT’S ENTITLEMENT SHARE................................................. 1 EXHIBIT D COORDINATED OPERATIONS AGREEMENT .................................................. 1 226
1 WILLOW ROCK ENERGY STORAGE CENTER

PROJECT PARTICIPATION SHARE AGREEMENT

PREAMBLE
This Project Participation Share Agreement (“Agreement”) is entered into as of [ DATE] (the “Effective Date”), by and among the City and County of San Francisco acting by and through its Public Utilities Commission – CleanPowerSF, Peninsula Clean Energy Authority, a California joint powers authority, Redwood Coast Energy Authority, a California joint powers authority, City of San José, a California municipal corporation administering San José Clean Energy, Silicon Valley Clean Energy, a California joint powers authority, and Valley Clean Energy, a California joint powers authority (each individually a “Project Participant” and collectively referred to as the “Project Participants”) and California Community Power (“CCP”), a California joint powers authority. CCP and the Project Participants are sometimes referred to herein individually as a “Party” and jointly as the “Parties.” All capitalized terms used in this Agreement are used with the meanings ascribed to them in Article 1 to this Agreement.

RECITALS
WHEREAS CCP is a Joint Powers Authority, was formed for the purpose of developing, acquiring, constructing, owning, managing, contracting for, engaging in, or financing electric energy generation and storage projects, and for other purposes; and WHEREAS, the Project Participants have participated with CCP in the negotiation of an agreement for purchase of the certain wholesale energy market products of the Willow Rock Energy Storage Center (the “Project” as defined in Exhibit A of the Offtake Agreement), and CCP is to enter into a Resource Adequacy plus TB4 Agreement (“Offtake Agreement”), which is incorporated herein by this reference, with GEM A-CAES LLC, a Delaware limited liability company (“Project Developer”), providing for purchase of the wholesale energy market products, and associated rights, benefits, and credits from the Project on behalf of the Project Participants; and
WHEREAS, pursuant to this Agreement, CCP shall cause to deliver to each Project Participant the Project Participant’s associated share of the wholesale energy market products and associated rights, benefits, and credits of the Project.

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the Parties agree to the following:
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2 ARTICLE 1

DEFINITIONS
Definitions. The following terms, when used herein with initial capitalization, shall have the meanings set forth below:
“AC” means alternating current.
“Affiliate” means, with respect to any Person, each Person that directly or indirectly controls, is controlled by, or is under common control with such designated Person. For purposes of this definition and the definition of “Permitted Transferee”, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean (a) the direct or indirect right to cast at least fifty percent (50%) of the votes exercisable at an annual general meeting (or its equivalent) of such Person or, if there are no such rights, ownership of at least fifty percent (50%) of the equity or other ownership interest in such Person, or (b) the right to direct the policies or operations of such Person. “Agreement” has the meaning set forth in the Preamble and any Exhibits, schedules, and any written supplements hereto.
“Alternate Normal Vote” has the meaning set forth in Exhibit D, Section 3.5.3. “Amended Annual Budget” means the budget recommended by the CCP Manager and adopted by the CCP Board pursuant to Section 5.1(c) of this Agreement. “Annual Budget” means the budget recommended by the CCP Manager and adopted by the CCP Board pursuant to Section 5.1(c) of this Agreement for the operating costs associated with CCP’s administration of this Agreement.
“Bankrupt” or “Bankruptcy” means, with respect to any entity, such entity that (a) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Law, (b) has any such petition filed or commenced against it which remains unstayed or undismissed for a period of ninety (90) days, (c) makes an assignment or any general arrangement for the benefit of creditors, (d) otherwise becomes bankrupt or insolvent (however evidenced), (e) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (f) is generally unable to pay its debts as they fall due.
“Billing Statement” has the meaning set forth in Section 9.2 of this Agreement. “Buyer Liability Pass Through Agreement” or “BLPTA” means, for each Project Participant, the form set forth in Exhibit L of the Offtake Agreement, as executed by such Project Participant, countersigned by CCP, and delivered to the Project Developer. “Business Day” means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday in California. A Business Day begins at 8:00 a.m. and ends at 5:00 p.m. local time for the Party sending a Notice, or payment, or performing a specified action. “CAISO” means the California Independent System Operator Corporation or any successor entity performing similar functions.
228
3 “CAISO Tariff” means the California Independent System Operator Corporation Agreement and Tariff, Business Practice Manuals (BPMs), and Operating Procedures, including the rules, protocols, procedures, and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.
“Capacity Damages” has the meaning set forth in Section 5 of Exhibit B of the Offtake Agreement.
“CCP Board” means the Board of Directors of California Community Power. “CCP Manager” means the General Manager of California Community Power or any person who is designated by the CCP Board to act in the capacity of the General Manager. “Capacity Attribute” means any current or future defined characteristic, certificate, tag, credit, or accounting construct associated with the amount of power that the Facility can charge, discharge, and deliver to the Delivery Point at a particular moment and that can be purchased, sold, or conveyed under CAISO or CPUC market rules, including Resource Adequacy Benefits. “Chair” has the meaning set forth in Exhibit D, Section 3.3.1. “Change of Control” has the meaning set forth in Section 1.1 of the Offtake Agreement. “Charging Energy” has the meaning set forth in Section 1.1 of the Offtake Agreement. “Commercial Operation Date” or “COD” has the meaning set forth in Section 1.1 of the Offtake Agreement.
“Commercial Operation Delay Damages” has the meaning set forth in Section 1.1 of the Offtake Agreement.
“Community Choice Aggregator” has the meaning set forth in California Public Utilities Code § 331.1.
“Confidential Information” has the meaning set forth in Section 18.1 of the Offtake Agreement.
“Construction Delay Damages” has the meaning set forth in Section 1.1 of the Offtake Agreement.
“Construction Start Date” has the meaning set forth in Exhibit B of the Offtake Agreement.
“Contract Price” has the meaning set forth on the Cover Sheet of the Offtake Agreement. “Contract Term” has the meaning set forth in Section 2.1 of the Offtake Agreement. “Contract Year” means a period of twelve (12) consecutive months. The first Contract Year shall commence on the Commercial Operation Date and each subsequent Contract Year shall commence on the anniversary of the Commercial Operation Date. “Coordinated Operations Agreement” means the agreement by and among CCP and all Project Participants for purposes of operating the Project. “Costs” means, with respect to a Project Participant assuming all or a portion of a Defaulting Project Participant’s Entitlement Share pursuant to the process set forth in Section

12.8(b) or 12.8(c), brokerage fees, commissions and other similar third-party transaction costs and expenses reasonably incurred by such Project Participant in terminating any arrangement pursuant 229
4 to which it has hedged its obligations; and all reasonable attorneys’ fees and expenses incurred by the Project Participant in connection with the Step-Up Allocation. “CPUC” means the California Public Utilities Commission, or successor entity. “Cured Payment Default” means a Payment Default that has been cured in accordance with Section 12.4 of this Agreement.
“Damage Payment” means the amount to be paid by the Offtake Agreement Defaulting Party to the Offtake Agreement Non-Defaulting Party after a Terminated Transaction occurring prior to the Commercial Operation Date, in a dollar amount set forth in Section 11.3(a) of the Offtake Agreement.
“Defaulting Project Participant” has the meaning set forth in Section 12.1. “Delivery Point” means the Facility PNode on the CAISO grid. “Delivery Term” means the period of Contract Years set forth on the Cover Sheet of the Offtake Agreement beginning on the Commercial Operation Date, unless terminated earlier in accordance with the terms and conditions of the Offtake Agreement. “Designated Fund” has the meaning set forth in Section 10.5. “Development Security” means (a) cash or (b) a Letter of Credit in the amount set forth on the Cover Sheet of the Offtake Agreement.
“Discharging Energy” has the meaning set forth in Section 1.1 of the Offtake Agreement. “Effective Date” has the meaning set forth in the Preamble. “Energy” means electrical energy, measured in kilowatt-hours or Megawatt-hours or multiple units thereof.
“Energy Settlement Revenues” has the meaning set forth in Section 1.1 of the Offtake Agreement.
“Entitlement Share” means the percentage entitlement of each Project Participant as set forth in Exhibit B of this Agreement (entitled “Schedule of Project Participant Entitlement Shares and Step-Up Allocation Caps”) attributable to each such Project Participant, as may be amended pursuant to Section 4.2 or 12.8.
“Entitlement Share Reduction Amount” has the meaning set forth in Exhibit C. “Entitlement Share Reduction Compensation Amount” has the meaning set forth in Exhibit C.
“Entitlement Share Reduction Notice” has the meaning set forth in Exhibit C. “Estimated Monthly Project Cost” has the meaning set forth in Section 8.1. “Event of Default” has the meaning set forth in Section 11.1 of the Offtake Agreement. “Facility” means the energy storage facility described on the Cover Sheet of the Offtake Agreement and in Exhibit A of the Offtake Agreement, located at the Site and including mechanical equipment and associated facilities and equipment required to deliver Product (but excluding any Shared Facilities), as such facility may be expanded or otherwise modified from time to time in accordance with the terms of the Offtake Agreement. 230
5 “Facility Meter” has the meaning set forth in Section 1.1 of the Offtake Agreement. “Facility Metering Point” means the location(s) of the Facility Meter shown in Exhibit R of the Offtake Agreement.
“FERC” means the Federal Energy Regulatory Commission or any successor government agency.
“Fiscal Year” means CCP’s fiscal year as determined by the CCP Board. “Force Majeure Event” has the meaning set forth in Section 10.1 of the Offtake Agreement.
“Gains” means, with respect to a Project Participant assuming all or a portion of a Defaulting Project Participant’s Entitlement Share pursuant to the process set forth in Section

12.8(b) or 12.8(c), an amount equal to the present value of the economic benefit to it, if any (exclusive of Costs), resulting from such Step-Up Allocation for the remaining Contract Term of the Offtake Agreement, determined in a commercially reasonable manner. Factors used in determining the economic benefit to such Project Participant may include, without limitation, reference to information supplied by one or more third parties, which shall exclude Affiliates of such Project Participant, including without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, comparable transactions, forward price curves based on economic analysis of the relevant markets, settlement prices for comparable transactions at liquid trading hubs (e.g., NP-15), all of which should be calculated for the remaining Contract Term, and include the value of Capacity Attributes.
“Governmental Authority” means any federal, state, provincial, local, or municipal government, any political subdivision thereof or any other governmental, congressional, or parliamentary, regulatory, or judicial instrumentality, authority, body, agency, department, bureau, or entity with authority to bind a Party at law, including CAISO; provided, “Governmental Authority” shall not in any event include any Party, except to the extent that the Party is acting solely in its governmental capacity.
“Guaranteed Commercial Operation Date” means the date set forth on the Cover Sheet of the Offtake Agreement, as such date may be extended pursuant to Exhibit B of the Offtake Agreement.
“Guaranteed Construction Start Date” means the date set forth on the Cover Sheet of the Offtake Agreement, as such date may be extended pursuant to Exhibit B of the Offtake Agreement.
“Interconnection Agreement” means the interconnection agreement entered into by Project Developer pursuant to which the Facility will be interconnected with the Transmission System, and pursuant to which Project Developer’s Interconnection Facilities and any other Interconnection Facilities will be constructed, operated, and maintained during the Offtake Agreement Contract Term.
“Interconnection Facilities” means the interconnection facilities, control and protective devices, and metering facilities required to connect the Facility with the Transmission System in accordance with the Interconnection Agreement.
“Interest Rate” has the meaning set forth in Section 8.2 of the Offtake Agreement. 231
6 “Invoice Amount” has the meaning set forth in Section 9.2. “Joint Powers Act” means the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.).
“Joint Powers Agreement” means that certain Joint Powers Agreement dated January 29, 2021, as amended from time to time, under which CCP is organized as a Joint Powers Authority in accordance with the Joint Powers Act.
“kWh” means a kilowatt-hour measured in alternating current, unless expressly stated in terms of direct current.
“Late Payment Notice” means a notice issued by CCP to a Project Participant pursuant to Section 9.7.
“Late Payment Charge” has the meaning set forth in Section 9.7. “Law” means any applicable law, statute, rule, regulation, decision, writ, order, decree or judgment, permit or any interpretation thereof, promulgated or issued by a Governmental Authority.
“Lead Point Person” has the meaning set forth in Exhibit D, Section 2.1. “Letter(s) of Credit” has the meaning set forth in Section 1.1 the Offtake Agreement. “Losses” means, with respect to a Project Participant assuming all or a portion of a Defaulting Project Participant’s Entitlement Share pursuant to the process set forth in Section

12.8(b) or 12.8(c), an amount equal to the present value of the economic loss to it, if any (exclusive of Costs), resulting from such Step-Up Allocation for the remaining Contract Term of the Offtake Agreement, determined in a commercially reasonable manner. Factors used in determining economic loss to such Project Participant may include, without limitation, reference to information supplied by one or more third parties, which shall exclude Affiliates of the Project Participant, including without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, comparable transactions, forward price curves based on economic analysis of the relevant markets, settlement prices for comparable transactions at liquid trading hubs (e.g., NP-15), all of which should be calculated for the remaining Contract Term of the Offtake Agreement and must include the value of Capacity Attributes.
“Month” means a calendar month.
“Monthly Costs” has the meaning set forth in Section 9.1. “Monthly Energy Settlement Amount” has the meaning set forth in Exhibit C of the Offtake Agreement.
“Monthly Product Payment” means the Monthly Capacity Payment required to be made by CCP to Project Developer each month of the Delivery Term as compensation for the Product, as calculated in accordance with Exhibit C of the Offtake Agreement. “MW” means megawatts in alternating current, unless expressly stated in terms of direct current.
“MWh” means megawatt-hour measured in alternating current, unless expressly stated in terms of direct current.
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7 “Non-Defaulting Project Participant” has the meaning set forth in Section 12.1. “Normal Vote” has the meaning set forth in Exhibit D, Section 3.5. “Notice” shall, unless otherwise specified in the Agreement, mean written communications by a Party to be delivered by hand delivery, United States mail, overnight courier service, or electronic messaging (e-mail).
“Offtake Agreement” means the agreement between CCP and Project Developer for the purchase of wholesale energy market products of the Willow Rock Energy Storage Center, executed on [Offtake Agreement Effective Date].
“Offtake Agreement Defaulting Party” has the meaning set forth in Section 11.1(a) of the Offtake Agreement.
“Offtake Agreement Non-Defaulting Party” has the meaning set forth in Section 11.2 of the Offtake Agreement.
“Operating Account” means an internal accounting mechanism utilized by CCP to track the amounts paid by and owed to each individual Project Participant pursuant to the terms of this Agreement.
“Operations Advisory Subcommittee” has the meaning set forth in Exhibit D, Section

3.1. “Operating Cost” means the share of the Annual Budget or Amended Annual Budget attributable to the applicable Month for a Billing Statement. “Party” has the meaning set forth in the Preamble.
“Payment Default” has the meaning set forth in Section 12.2. “Payment Default Termination Deadline” has the meaning set forth in Section 12.6. “Performance Security” means (i) cash or (ii) a Letter of Credit in the amount set forth on the Cover Sheet of the Offtake Agreement.
“Permitted Transferee” has the meaning set forth in Section 1.1 of the Offtake Agreement.
“Person” means any individual, sole proprietorship, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, incorporated organization, institution, public benefit corporation, unincorporated organization, government entity or other entity.
“PNode” has the meaning set forth in the CAISO Tariff.
“Product” has the meaning set forth in Section 3.1
“Progress Report” means a progress report including the items set forth in Exhibit E of the Offtake Agreement.
“Project” shall be broadly construed to entail the aggregate of rights, liabilities, interests, and obligations of CCP pursuant to the Offtake Agreement, including but not limited to all rights, liabilities, interests, and obligations associated with the Product, all rights, liabilities, interests and obligations associated with the Facility, and including all aspects of the operation and 233
8 administration of the Facility and the Offtake Agreement and the rights, liabilities, interests and obligations associated therewith.
“Project Developer” means GEM A-CAES LLC, a Delaware limited liability company, or assignee as permitted under the Offtake Agreement.
“Project Participants” means those entities executing this Agreement, as identified in the Preamble, together in each case with each entity’s successors or assigns. “Project Revenue Rights” means all rights of a Project Participant under this Agreement to any revenue owed to CCP associated with the Facility, including the Monthly Energy Settlement Amount.
“Project Rights” means all rights and privileges of a Project Participant under this Agreement, including but not limited to its Entitlement Share, and its right to receive the Product from the Facility.
“Project Rights and Obligations” means the Project Participants’ Project Rights and obligations under the terms of this Agreement.
“Proposed Entitlement Share Reduction Compensation Amount” has the meaning set forth in Exhibit C.
“Prudent Operating Practice” means (a) the applicable practices, methods and acts required by or consistent with applicable Laws and reliability criteria, and otherwise engaged in or approved by a significant portion of the electric industry during the relevant time period with respect to grid-interconnected, utility-scale energy storage facilities in the Western United States, and (b) any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Prudent Operating Practice is not intended to be limited to the optimum practice, method, or act to the exclusion of all others, but rather to acceptable practices, methods or acts generally accepted in the industry with respect to grid-interconnected, utility-scale energy storage facilities in the Western United States. Prudent Operating Practice shall include compliance with applicable Laws, applicable safety and reliability criteria, and the applicable criteria, rules and standards promulgated in the National Electric Safety Code and the National Electrical Code, as they may be amended or superseded from time to time, including the criteria, rules, and standards of any successor organizations.
“RA Deficiency Amount” has the meaning set forth in Exhibit C of the Offtake Agreement.
“Receiving Party” has the meaning set forth in Section 18.2 of the Offtake Agreement. “Remedial Action Plan” has the meaning set forth in Section 2.4 of the Offtake Agreement.
“Replacement RA” has the meaning set forth in Section 1.1 of the Offtake Agreement. “Resource Adequacy Benefits” has the meaning set forth in Section 1.1 of the Offtake Agreement.
“Resource Adequacy Requirements” or “RAR” means the resource adequacy requirements applicable to an entity as established by the CAISO pursuant to the CAISO Tariff, 234
9 by the CPUC pursuant to the Resource Adequacy Rulings, or by any other Governmental Authority.
“Resource Adequacy Rulings” means CPUC Decisions 04-01-050, 04-10-035, 05-10-042, 06-04-040, 06-06-064, 06-07-031, 07-06-029, 08-06-031, 09-06-028, 10-06-036, 11-06-022, 12-06-025, 13-06-024, 14-06-050, 15-06-063, 16-06-045, 17-06-027, 18-06-030, 18- 06-031, 19-02-022, 19-06-026, 19-10-021, 20-01-004, 20-03-016, 20-06-002, 20-06-031, 20-06- 028, 20-12-006, 21-06-029, 21-06-035, 21-07-014, 22-03-034, 22-06-050, 23-04-010, 23-06-029, 24-06-040, 24-12-003, 25-06-048 and any other existing or subsequent ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, however described, as such decisions, rulings, Laws, rules or regulations may be amended or modified from time-to-time throughout the Contract Term. “Shared Facilities” means the gen-tie lines, transformers, substations, or other equipment, permits, contract rights, and other assets and property (real or personal), in each case, as necessary to enable delivery of the Facility’s Energy to and from the Delivery Point, including the Interconnection Facilities and the Interconnection Agreement itself, if applicable, that are used in common with third parties or by the Project Developer for electric generation or storage facilities owned by Project Developer other than the Facility.
“Site” has the meaning set forth in Section 1.1 of the Offtake Agreement, as further described in Exhibit A of the Offtake Agreement.
“Step-Up Allocation Cap” has the meaning set forth in Section 12.8(a). “Step-Up Invoice” means an invoice sent to a Non-Defaulting Project Participant as a result of a Defaulting Project Participant’s Payment Default, which invoice shall separately identify any amount owed with respect to the monthly Billing Statement of the Defaulting Project Participant, as the case may be, pursuant to Section 12.7. “Step-Up Invoice Amount” has the meaning set forth in Section 12.7. “Step-Up Invoice Amount Cap” has the meaning set forth in Section 12.7. “Step-Up Reserve Account” has the meaning set forth in Section 12.7(a)(i). “Term” has the meaning set forth in Section 2.1(a).
“Terminated Transaction” has the meaning set forth in Section 11.2(a) the Offtake Agreement.
“Termination Payment” has the meaning set forth in Section 11.3 of the Offtake Agreement.
“Transmission System” means the transmission facilities operated by the CAISO, now or hereafter in existence, which provide energy transmission service downstream from the Delivery Point.
“Uncontrollable Forces” means any Force Majeure event and any cause beyond the control of any Party, which by the exercise of due diligence such Party is unable to prevent or overcome, including but not limited to, failure or refusal of any other Person to comply with then existing contracts, an act of God, fire, flood, explosion, earthquake, strike, sabotage, epidemic or pandemic (excluding impacts of the disease designated COVID-19 or the related virus designated SARS-CoV-2 impacts actually known by the Party claiming the Force Majeure Event as of the 235
10 Effective Date), an act of the public enemy (including terrorism), civil or military authority including court orders, injunctions and orders of governmental agencies with proper jurisdiction or the failure of such agencies to act, insurrection or riot, an act of the elements, failure of equipment, a failure of any governmental entity to issue a requested order, licenseor permit, inability of any Party or any Person engaged in work on the Project to obtain or ship materials or equipment because of the effect of similar causes on suppliers or carriers. Notwithstanding the foregoing, Uncontrollable Forces as defined herein shall also include events of Force Majeure pursuant to the Offtake Agreement, as defined therein.
“Vice Chair” has the meaning set forth in Exhibit D, Section 3.3.1.

Rules of Interpretation. In this Agreement, except as expressly stated otherwise or unless the context otherwise requires:
(a) headings and the rendering of text in bold and italics are for convenience and reference purposes only and do not affect the meaning or interpretation of this Agreement; (b) words importing the singular include the plural and vice versa and the masculine, feminine and neuter genders include all genders; (c) the words “hereof”, “herein”, and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (d) a reference to an Article, Section, paragraph, clause, Party, or Exhibit is a reference to that Article, Section, paragraph, clause of, or that Party or Exhibit to, this Agreement unless otherwise specified;
(e) a reference to a document or agreement, including this Agreement shall mean such document, agreement or this Agreement including any amendment or supplement to, or replacement, novation, or modification of this Agreement, but disregarding any amendment, supplement, replacement, novation or modification made in breach of such document, agreement or this Agreement;
(f) a reference to a Person includes that Person’s successors and permitted assigns;
(g) the terms “include” and “including” mean “include or including (as applicable) without limitation” and any list of examples following such term shall in no way restrict or limit the generality of the word or provision in respect of which such examples are provided;
(h) references to any statute, code or statutory provision are to be construed as a reference to the same as it may have been, or may from time to time be, amended, modified, or reenacted, and include references to all bylaws, instruments, orders and regulations for the time being made thereunder or deriving validity therefrom unless the context otherwise requires; 236
11 (i) in the event of a conflict, a mathematical formula or other precise description of a concept or a term shall prevail over words providing a more general description of a concept or a term;
(j) references to any amount of money shall mean a reference to the amount in United States Dollars;
(k) the expression “and/or” when used as a conjunction shall connote “any or all of”;
(l) words, phrases or expressions not otherwise defined herein that (i) have a generally accepted meaning in Prudent Operating Practice shall have such meaning in this Agreement or (ii) do not have well known and generally accepted meaning in Prudent Operating Practice but that have well known and generally accepted technical or trade meanings, shall have such recognized meanings;
(m) each Party acknowledges that it was represented by counsel in connection with this Agreement and that it or its counsel reviewed this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement; and
(n) in the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Offtake Agreement or the Coordinated Operations Agreement, the terms and provisions of this Agreement shall control.

ARTICLE 2

EFFECTIVE DATE AND TERM

2.1. Term.
(a) The term of this Agreement shall commence on the Effective Date and shall remain in full force and effect until the occurrence of all of the following: (i) the termination of the Offtake Agreement, (ii) the termination of the Buyer Liability Pass Through Agreements for all the Project Participants, and (iii) all Parties have met their obligations under this Agreement (“Term”).
(b) Applicable provisions of this Agreement shall continue in effect after termination to the extent necessary to enforce or complete the duties, obligations or responsibilities of the Parties arising prior to termination. All indemnity and audit rights shall remain in full force and effect for three (3) years following the termination of this Agreement.

ARTICLE 3

AGREEMENT
Transaction. Subject to the terms and conditions of this Agreement, the Project Participants authorize CCP to purchase all Capacity Attributes associated with the Facility and any Replacement RA and Energy Settlement Revenues provided pursuant to the Offtake Agreement (collectively the “Product”), on behalf of the Project Participants. Pursuant to the procedures set 237
12 forth in the Coordinated Operations Agreement, CCP shall cause Project Developer to deliver each Project Participant’s Entitlement Share of the Capacity Attributes to such Project Participant. CCP shall cause Project Developer to deliver any amounts owed to CCP associated with the Offtake Agreement, including the Monthly Energy Settlement Amount, RA Deficiency Amount, Construction Delay Damages, Commercial Operation Delay Damages, Capacity Damages, or any amounts otherwise owed to CCP pursuant to the Offtake Agreement. CCP shall administer the Offtake Agreement and oversee the Project Developer’s development and operation of the Project. CCP shall not sell, assign, or otherwise transfer any Product, or any portion thereof, to any third party other than to the Project Participants, unless authorized by the Project Participants pursuant to this Agreement.

ARTICLE 4

ENTITLEMENT SHARE
Initial Entitlement Share. Each Project Participant’s initial Entitlement Share as of the Effective Date shall be set forth in Column B of the Table provided in Exhibit B of this Agreement (entitled “Schedule of Project Participant Entitlement Shares and Step-Up Allocation Caps”).

Any revisions to the Entitlement Shares specified in Exhibit B pursuant to Section 4.2 or Section

12.8 shall be considered an element of the administration of this Agreement and shall not require the consent of the Parties hereto.

4.2. Change of Entitlement Share. Any Project Participant may reduce its Entitlement Share of the Project pursuant to the process set forth in Exhibit C.

Reduction of Entitlement Share to Zero. If any Project Participant’s Entitlement Share is reduced to zero through any process specified in Exhibit C, such Project Participant shall remain a Party to this Agreement and shall be subject to all rights, obligations, and liabilities of this Agreement, including but not limited to any liabilities for Monthly Product Payments, Damage Payment or Termination Payment, as applicable, and any other damage payments or reimbursement amounts under the Offtake Agreement.

ARTICLE 5

OBLIGATIONS OF CCP AND ROLE OF CCP BOARD
Obligations of CCP.
(a) CCP shall take such commercially reasonable actions or implement such commercially reasonable measures as may be necessary or desirable for the utilization, maintenance, or preservation of the rights and interests of the Project Participants in the Project including, if appropriate, such enforcement actions or other measures as CCP or the CCP Board deems to be in the Project Participants’ best interests. To the extent not inconsistent with the Offtake Agreement or other applicable agreements, CCP may also be authorized by the Project Participants to assume any responsibilities in relation to the Project necessary to effectuate the conveyance of the Product to Project Participants in accordance with Project Participants’ Entitlement Shares.
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13 (b) To the extent such services are available and can be carried forth in accordance with the Offtake Agreement, CCP shall also provide such other services, as may be deemed necessary by CCP or the CCP Board to secure the benefits and/or satisfy the obligations associated with the Offtake Agreement.
(c) Adoption of Annual Budget. The Annual Budget and any amendments to the Annual Budget shall be prepared and approved in accordance with this Section 5.1(c). (i) The CCP Manager will prepare a proposed Annual Budget at least ninety (90) days prior to the beginning of each Fiscal Year during the Term of this Agreement.

The proposed Annual Budget shall be based on the prior Fiscal Year’s actual costs, as applicable, and shall include reasonable estimates of the costs CCP expects to incur during the applicable Fiscal Year in association with the administration of the Offtake Agreement. The CCP Manager shall present the proposed Annual Budget to the CCP Board. The CCP Board shall adopt the Annual Budget no later than thirty (30) days prior to the beginning of such Fiscal Year and shall cause copies of such adopted Annual Budget to be delivered to each Project Participant. (A) For operating costs not otherwise collected through Articles 8 and 9 incurred prior to the Commercial Operation Date and which are approved by the CCP Board, including costs related to administering the Offtake Agreement, overseeing the development and CAISO integration of the Project, and other costs that are determined to be attributable to the Project by action of the CCP Board, shall be invoiced to each Project Participant based on their Project Entitlement Share.
(ii) At any time after the adoption of the Annual Budget for a Fiscal Year, the CCP Manager may prepare a proposed Amended Annual Budget for and applicable to the remainder of such Fiscal Year. The proposal shall (A) explain why an amendment to the Annual Budget is needed, (B) compare estimated costs against actual costs, and (C) describe the events that triggered the need for additional funding. The CCP Manager shall present the proposed Amended Annual Budget to the CCP Board. Upon adoption of the Amended Annual Budget by the CCP Board, such Amended Annual Budget shall apply to the remainder of the Fiscal Year and the CCP Board shall cause copies of such adopted Amended Annual Budget to be delivered to each Project Participant.
(iii) Reports. CCP will prepare and issue to Project Participants the following reports each quarter of a year during the Term:
(A) Financial and operating statement relating to the Project. (B) Variance report comparing the costs in the Annual Budget versus actual costs, and the status of other cost-related issues with respect to the Project. If CCP incurred any material costs to provide services that were deemed necessary pursuant to Section

5.1(b), the variance report shall identify the costs and describe the services provided. (d) Records and Accounts. CCP will keep, or cause to be kept, accurate records and accounts of the Project as well as of the operations relating to the Project, all in a manner similar to accepted accounting methodologies associated with similar projects. All transactions of CCP relating to the Project with respect to each Fiscal Year shall be subject to an annual audit. 239
14 Each Project Participant shall have the right at its own expense to examine and copy the records and accounts referred to above on reasonable notice during regular business hours. (e) Information Sharing. Upon CCP’s request, each Project Participant agrees to coordinate with CCP to provide such information, documentation, and certifications that are reasonably necessary for the administration, financing, refinancing, operation, scheduling, maintenance, attribute transfer, settlement, compliance reporting, and other ongoing activities of the Project, including information required to respond to requests for such information from any federal, state, or local regulatory body or other authority. (f) [Reserved].
(g) Deposit of Insurance Proceeds. CCP shall promptly attribute any insurance proceeds received by CCP from any insurance obtained pursuant to this Agreement or otherwise associated with the Project to the Operating Accounts of the Project Participants based on each Project Participants’ Entitlement Shares.
(h) Liquidated and Other Damages. Any amounts paid to CCP or applied against payments otherwise due by CCP pursuant to the Offtake Agreement or each Project Participant’s respective BLPTA, by the Project Developer shall be attributed on a pro rata share, based on each Project Participant’s Entitlement Share, to each Project Participant’s Operating Account. Liquidated Damages include, but are not limited to Construction Delay Damages, Commercial Operation Delay Damages, Capacity Damages, Damage Payment, and Termination Payment.
(i) [Reserved].
(j) Resale of Product. Any Project Participant may direct CCP to remarket such Project Participant’s Entitlement Share of the Product, or such Project Participant’s Entitlement Share of any part of the Product. If CCP incurs any expenses associated with the remarketing activities pursuant to this Section 5.1(j), then CCP shall include the total amount of such expenses as a Monthly Cost on the Project Participant’s next Billing Statement. Prior to offering the Project Participant’s Entitlement Share of the Product, or the Project Participant’s Entitlement Share of any part of the Product to any third party, CCP shall first offer the Product or portion of the Product to the other Project Participants. The amount of compensation paid to the selling Project Participant shall be negotiated and agreed to between the selling Project Participant and the purchasing Project Participant or third party. Any payments for any resold Product pursuant to this Section 5.1(j) shall be transmitted directly from the purchasing Project Participant or purchasing third party to the reselling Project Participant. Any such resale to a third party shall not convey any rights or authority over the operation or administration of the Project, and the Project Participant shall not make a representation to the third party that the resale conveys any rights or authority over the operation of the Project.
(k) Uncontrollable Forces. CCP shall not be required to provide, and CCP shall not be liable for failure to provide, the Product, Replacement RA, or other service under this Agreement when such failure, or the cessation or curtailment of, or interference with, the service is caused by Uncontrollable Forces or by the failure of the Project Developer, or its 240
15 successors or assigns, to obtain any required governmental permits, licenses, or approvals to acquire, administer, or operate the Project; provided, however, that the Project Participants shall not thereby be relieved of their obligations to make payments under this Agreement except to the extent CCP is so relieved pursuant to the Offtake Agreement, and provided further that CCP shall pursue all applicable remedies against the Project Developer under the Offtake Agreement and distribute any remedies obtained pursuant to Section 5.1(h). (l) Insurance. As of the Effective Date of this Agreement, CCP shall secure and maintain, during the Term, insurance coverage as follows:
(i) Commercial General Liability. CCP shall maintain, or cause to be maintained, commercial general liability insurance, including products and completed operations and personal injury insurance, in a minimum amount of One Million Dollars ($1,000,000) per occurrence, and an annual aggregate of not less than Two Million Dollars ($2,000,000), endorsed to provide contractual liability in said amount, specifically covering CCP’s obligations under this Agreement and including each Project Participant as an additional insured. (ii) Employer’s Liability Insurance. CCP, if it has employees, shall maintain Employers’ Liability insurance with limits of not less than One Million Dollars ($1,000,000) for injury or death occurring as a result of each accident. With regard to bodily injury by disease, the One Million Dollar ($1,000,000) policy limit will apply to each employee. (iii) Workers’ Compensation Insurance. CCP, if it has employees, shall also maintain at all times during the Term workers’ compensation and employers’ liability insurance coverage in accordance with statutory amounts, with employer’s liability limits of not less than One Million Dollars ($1,000,000) for each accident, injury, or illness; and include a blanket waiver of subrogation.
(iv) Business Auto Insurance. CCP shall maintain at all times during the Term business auto insurance for bodily injury and property damage with limits of One Million Dollars ($1,000,000) per occurrence. Such insurance shall cover liability arising out of CCP’s use of all owned (if any), non-owned and hired vehicles, including trailers or semi-trailers in the performance of the Agreement and shall name each Project Participant as an additional insured and contain standard cross-liability and severability of interest provisions. (v) Public Entity Liability Insurance. CCP shall maintain public entity liability insurance, including public officials’ liability insurance, public entity reimbursement insurance, and employment practices liability insurance in an amount not less than Two Million Dollars ($2,000,000) per claim, and an annual aggregate of not less than Two Million Dollars ($2,000,000) and CCP shall maintain such coverage for at least two (2) years from the termination of this Agreement.
(m) Evidence of Insurance. Within ten (10) days after the deadline for securing insurance coverage specified in Section 5.1(l), and upon annual renewal thereafter, CCP shall deliver to each Project Participant certificates of insurance evidencing such coverage with insurers with ratings comparable to A-VII or higher, and that are authorized to do business in the State of California, in a form evidencing all coverages set forth above. Such certificates shall specify that 241
16 each Project Participant shall be given at least thirty (30) days prior Notice by CCP in the event of cancellation or termination of coverage. Such insurance shall be primary coverage without right of contribution from any insurance of each Project Participant. Any other insurance maintained by CCP not associated with this Agreement is for the exclusive benefit of CCP and shall not in any manner inure to the benefit of Project Participants. The general liability, auto liability and worker’s compensation policies shall be endorsed with a waiver of subrogation in favor of each Project Participant for all work performed by CCP, its employees, agents and sub-contractors.

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