SCPPA Master Professional Services Agreement Ascend Analytics, LLC 1 MASTER SERVICES AGREEMENT
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
ASCEND ANALYTICS, LLC
This MASTER SERVICES AGREEMENT (“Agreement”) is dated and effective November 1, 2023, by and between Ascend Analytics, LLC ("Consultant"), a limited liability company, located at 1877 Broadway, Suite 706, Boulder, CO 80302 , and Southern California Public Power Authority ("SCPPA"), a joint powers agency created pursuant to the laws of the State of California, with offices at 1160 Nicole Court, Glendora, California 91740. SCPPA and Consultant are also referred to herein individually as “Party” and together as “Parties”. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.
WHEREAS, SCPPA member utilities (“Members”) are engaged in the generation, transmission, and distribution of electrical energy to retail customers; and WHEREAS, SCPPA and its Members have a need for specific software and consulting services relating to risk based resource planning, portfolio management, budgeting and data infrastructure to fulfill their need for studies and reports to facilitate SCPPA’s services that support its Members’ procurement of generation and transmission resources and their obligation to first acquire energy efficiency and demand reduction resources that are cost effective, reliable and feasible as mandated by Section 9615 of the California Public Utilities Code; and WHEREAS, Consultant is qualified and capable of providing such software and consulting services.
NOW, THEREFORE, in consideration of the promises herein and for other good and valuable consideration, the Parties agree as follows:
1. Services to be Provided:
SCPPA engages Consultant to provide the software- services and related tasks (“Services”) outlined in Exhibit A for itself and its Members to utilize pursuant to one or more separate task orders (“Task Order”) substantially in the form attached hereto as Exhibit C. The Services performed by Consultant under all Task Orders shall be based upon the price terms listed in Exhibit B and the License Agreement , provided that in no e vent shall the payments to Consultant exceed the designated maximum amount listed in Exhibit B for all Task Orders under this Agreement. Each Task Order shall specify the tasks and assignments , from among DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
EXHIBIT B
SCPPA Master Professional Services Agreement Ascend Analytics, LLC 2 the Services , to be performed by Consultant. Each T ask Order may include a cap for all payments for Services performed under the Task Order and a time schedule for completion of the Services. Any Member that elects to participate in any Task Order is referred to herein as the "Participating Member ." No Task Order may be amended except by written agreement executed by Consultant, SCPPA and the Participating Member, provided that if a Participating Member has elected to confirm its Task Order participation through a letter to SCPPA, the Participating Member shall have submitted a new letter to SCPPA requesting the amendment to the Task Order prior to SCPPA’s execution of the amended Task Order. Notwithstanding any contrary provision herein, Consultant shall have n o obligation to perform any services hereunder absent a fully executed Task Order under this Agreement therefor and absent the Participating Member’s and Consultant’s respective authorized and delivered signature to both the applicable Task Order and, if applicable, the License Agreement (the “License Agreement” or “SLA”) substantially in the form attached hereto as Exhibit D.
2. Independent Contractor:
(a) Independent Contractor. Consultant is an independent contractor . Neither the Consultant nor the Consultant’s employees or agents are employees of SCPPA or any Member and shall not be entitled to any employment benefits or rights afforded by SCPPA or Members to their employees , including, but not limited to, sick leave, vacation leave, paid leave, holiday pay, retirement benefits, worker’s compensation, or other insurance benefits.
Consultant hereby warrants that: (1) The Consultant and its employees and agents are free from the control and direction of SCPPA and its Members in connection with the performance of the work to be provided hereunder, both under this contract and in fact, (2) The Consultant and its employees and agents perform work that is outside the usual course of SCPPA’s business, and (3) the Consultant and its employees and agents perfo rming Work under this Agreement are customarily engaged in an independently established trade, occupation, or business of the same nature as that involved in the Work to be performed under this Agreement. Consultant shall furnish the Work according to its own manner and methods except as required by applicable laws and this Agreement. Consultant shall have no authority, express or implied, to act on behalf of or bind SCPPA or Members to any obligation in any capacity whatsoever as agent or otherwise.
(b) Subcontractors. Consultant may use the services of subcontractors to perform a portion of its obligations under this Agreement with the prior written approval of SCPPA (not to be unreasonably withheld). All subcontractors retained by Consultant shall be duly licensed as required by law. Subcontractors shall be provided with a copy of this Agreement and Consultant shall cause all subcontractors to comply with th is Agreement and agree in a separate writing to be bound by its terms. Consultant shall be the responsible party with respect to all actions of its subcontractors. Consultant’s visit to and time spent at SCPPA, Member, or project site locations shall be subject to normal business hours, appropriate safety standards, and security requirements.
DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC 3 (c) Indemnity. Consultant shall indemnify, defend, and hold harmless SCPPA and Members, and their respective officers, employees, assigns, and successors in interest from and against any and all liability, claims, suits, demands, damages, fines, penalties, wages, costs or expenses pertaining to (i) prevailing wage laws for Services by Consultant performed during the term of the applicable Task Order and (ii) the payment of any employee and/or employer contributions for the California Public Employees Retirement System (“PERS”) benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions which would otherwise be the respons ibility of SCPPA or Members. The Parties acknowledge and agree that Consultant’s Services in this Agreement involve specific expertise and services not previously performed by employees of SCPPA or any Member and concerns software owned by Consultant, and that it is not the intent of the Parties or participating Members to make Consultant or any of its employees or subcontractors subject to PERS. This indemnification is intended to supplement and is not intended to limit or exclude the application of the indemnification requirements provided in Section 8 hereof.
3. Standard of Care:
The Consultant will perform Services under this Agreement with the degree of skill and diligence normally practiced in the same industry by consultants performing the same or similar services. Consultant shall comply with all Federal, State, County, local and other governing laws, rules and regulations applicable to the performance of the Services including Participating Member(s) business practices or other requirements set forth in a Task Order, including, but not limited to, equal opportunity practices, living wage ordinances, applicable business licenses, taxpayer protection acts (limiting gifts or campaign contributions), and assignment of antitrust causes of action. Consultant represents and warrants that it is appropriately licensed, qualified and exp erienced to provide the Services. Consultant acknowledges that if it is subject to the requirements of the California Consumer Privacy Act (“CCPA”), then Consultant represents that all Services performed hereunder shall comply with such requirements If requested and approved by Consultant (not to be unreasonably withheld by Consultant), Consultant agrees to execute a Non -Disclosure Agreement or other ancillary agreement with SCPPA or a Member to document Member-specific requirements for purposes of addressi ng CCPA, California Public Records Act (“CPRA”), Confidentiality and/or Cybersecurity concerns.
4. Amendments:
Amendments to this Agreement must be in writing and signed by both Parties. No Task Order issued under this Agreement may be amended except by written agreement executed by Consultant, SCPPA and the Participating Member , provided further that if a Participating Member has elected to confirm its Task Order participation through a letter to SCPPA, the Participating Member shall have submitted a new letter to SCPPA requesting the amendment DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC 4 to the Task Order prior to SCPPA’s execution of the amended Task Order. Notwithstanding any contrary provision herein, SCPPA’s approval and signature is not required for change orders that are within the scope of Services and term of the applicable Task Order.
5. Payment:
SCPPA shall pay Consultant for Services in accordance with the terms of this Agreement and the applicable Task Order. Consultant is not authorized to perform any Services or incur any costs whatsoever until : (1) a Task Order has been executed by the signature of both Parties (and the Participating Member if the Participating Member has elected to sign the Task Order); and (2) a written purchase order providing authorization for the start of Services for such Task Order has been issued to the Consultant by the SCPPA designated representative. In addition to any specific requirements in a Task Order, e ach invoice from Consultant shall include the following:
a. A reference to the purchase order number associated with the purchase order issued by SCPPA for such Services to be performed under the Agreement and Task Order and any other number assigned by SCPPA for invoices under this Agreement; and b. Name of each Participating Member that has received Services for which the invoice is being issued by Consultant; and
c. The basis for the amount invoiced, including a description of Services provided.
Consultant shall submit all invoices to SCPPA. Invoices delivered to SCPPA shall be sent to [email protected]. Invoices received by SCPPA on or before the 15th day of a given month and subsequently approved by the Participating Member(s) on or before the 25th day of the same month, shall be paid by SCPPA before the end of the following month. All other properly invoiced amounts shall be paid not more than sixty (60) calendar days after delivery of an invoice, provided that the funds for the payment of such invoices have been transmitted to SCPPA by the Participating Member(s). SCPPA shall inform Consultant of any disputed invoice amounts within thirty (30) calendar days of receipt of the invoice by SCPPA. SCPPA may withhold payment of such disputed amounts until both Parties have reached agreement on the proper amount of the invoice.
6. Taxes:
All taxes imposed on Consultant’s income, imposed or assessed by reason of this Agreement or its performance, including but not limited to sales or use taxes, shall be paid by Consultant.
Consultant shall be responsible for any taxes or penalties assessed by reason of any claims that Consultant is an employee of SCPPA.
7. Indemnity:
Consultant shall defend, indemnify and hold harmless SCPPA and Members and their DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC 5 respective officers, employees, assigns and successors in interest (collectively, “Indemnified Parties”) from and against any and all suits and causes of action, claims, charg es, damages, demands, judgments, civil fines and penalties, or losses of any kind or nature whatsoever , whether actual or (solely applicable to the duty to defend) alleged, arising out of, or incident to, the performance of Services under this Agreement (“Claims”), excluding only those Claims arising from the gross negligence or willful misconduct of Indemnified Parties or their respective officers or employees and any claim caused by Indemnified Parties’ reliance on Products beyond the scope specified in this Agreement.
8. Intellectual Property Infringement:
Consultant shall defend, indemnify and hold harmless SCPPA and each Participating Member from and against any loss, cost and expense that SCPPA or each Participating Member incurs because of a claim that any deliverables, materials , software (other than software licensed under the License Agreement attached hereto as an exhibit) or hard ware or equipment (hereinafter “Product s”) provided pursuant to this Agreement infringes on the intellectual property right s of others. Consultant’s indemnification obligation under this Section 8 is conditioned on the following: (i) SCPPA must notify Consultant of any such claim and (ii) the claim must not arise from modifications to or misuse of the Product by SCPPA or the Participating Member. In the event of an infringement claim, Consultant, at its sole option and expense, may (A) retake title and possession of the Product and refund all compensation paid by SCPPA, or (B) obtain for SCPPA and any Participating Member the right to continue using the Product under the terms of this Agreement as was being used prior to the infringement claim; or (C) replace for SCPPA and any Participating Member the Product with another that is substantially equivalent in function, or modify the Product so that it becomes non-infringing and substantially equivalent in function. Consultant’s election in response to an infrin gement claim as described in this Section 8 shall not result in any additional costs or liability to SCPPA and any Participating Member.
9. Insurance:
Consultant shall at its sole cost and expense procure, provide and maintain, and shall require each subcontractor (regardless of tier) to provide and maintain, in effect during the performance of any Services under this Agreement, and with respect to subparagraphs (d) and (e) below, the period of time specified there in, insurance coverage with carriers reasonably satisfactory to SCPPA, as follows:
(a) Workers’ Compensation insurance in accordance with statutory limits, as required by the state in which the services are to be performed, including a waiver of subrogation favoring SCPPA, and Employer’s Liability insurance with limits of not less than one million dollars ($1,000,000) each employee for accident, $1,000,000 each employee for disease, and $1,000,000 policy limit for disease.
DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC 6 (b) Commercial General Liability insuran ce providing coverage for bodily injury, property damage, personal injury, advertising liability, blanket contractual liability, Consultant’s obligations under this Agreement, products and completed operations, and coverage for independent contractors with limits of not less than one million dollars ($1,000,000) for each occurrence. Such policy shall cover SCPPA and each Participating Member as an additional insured, include a severability of interest provision, and be primary and not contributory with respect to any insurance carried by SCPPA or Participating Members.
(c) Commercial Automobile Liability insurance providing coverage for all owned, non - owned, and hired automobiles used by Consultant in the performance of the services with a combined single limit of not less than one million dollars ($1,000,000) for each occurrence of bodily injury and property damage.
(d) Errors & Omissions/Professional Liability insurance, including cover age for liability arising from intellectual property infringement, information technology and software development services, with limits of one million dollars ($1,000,000) per claim and in the aggregate. The policy must be kept in force during the lifetime of the contract and for three years (either as a policy in force with “prior acts” coverage covering the Agreement’s term or under an extended reporting provision) after the contract termination.
(e) Cyber Security Coverage including technology / professional liability insurance, intellectual property infringement, and data protection liability insurance. Consultant shall procure and maintain coverage for cyber liabilities and financial loss resulting or arising from acts, errors, or omissions, in connection with data maintenance, hosting, software development and other information technology services provided under this agreement.
Coverage shall include protection for liability arising from:
1. intellectual property infringement arising out of software and/or content (excluding patent infringement and misappropriation of trade secrets);
2. breaches of security;
3. violation or infringement of any right, privacy, breach of federal, state, or foreign security and/or privacy laws or regulations; and,
4. data theft, damage, destruction, or corruption, including without limitation, unauthorized access, unauthorized use, identity theft, theft of personally identifiable information or confidential corporate information, transmission of a computer virus or other type of malicious code; and participation in a denial of service attack on a third party.
The minimum limits shal l be three million dollars ($3,000,000) for each claim and in the aggregate.
DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC 7 Such insurance must address all of the foregoing without limitation if caused by an employee of the Consultant or an independent contractor working on behalf of the Consultant in performing Services under this contract. Policy must provide coverage for wrongful acts, claims, and lawsuits anywhere in the world. The policy must be kept in force during the life of the contract and for three years (either as a policy in force with “prior acts” coverage covering the Agreement’s term or under an extended reporting provision) after contract termination.
(f) All required policies shall provide not less than thirty (30) calendar day notice of cancellation to SCPPA.
The insurance to be provided by Consultant under this Agreement shall not include any of the following: except for Professional Liability Insurance, any claims-made insurance policies; any self-insured retention or deductible amount greater than two hundred fifty thousand dollars ($250,000) unless approved in writing by SCPPA; any endorsement limiting coverage available to SCPPA or Participating Members that is otherwise required by this Section 9; and any policy or endorsement language that (i) negates coverage to SCPPA or Participating Members for SCPPA’s or Participating Members’ own negligence; (ii) limits the duty to defend SCPPA or Participating Members under the policy; (iii) provides coverage to SCPPA or Participating Members only if Consultant is negligent, or (iv) permits the recovery of defense costs from any additional insured. The insurance provided under this Agreement shall not contain any restrictions or limitations which are inconsistent with SCPPA’s or the Participating Members’ rights under this Agreement.
Consultant shall furnish SCPPA proof of all specified insurance evidencing the required coverages prior to commencement of Services under this Agreement or any Task Order issued pursuant to this Agreement. Consultant shall provide SCPPA a new or renewed c ertificate of insurance upon any changes or modifications to coverage including any extension or renewal of required insurance coverage; provided that any changes or modifications to coverage shall be consistent with the requirements of this Agreement.
The insurance requirements set forth in this Section 10 are separate and independent from the indemnification and defense provisions of this Agreement. The insurance provisions do not limit the applicability, scope, or obligations of indemnification and defense obligations of this Agreement, and this Agreement’s indemnification and defense obligations do not limit the insurance coverage requirements of this Agreement.
10. Term and Termination:
(a) The term of this Agreement shall be three (3) years from the date hereof at which time it shall either expire or be extended by written agreement of the Parties for one (1) or more additional terms totaling no more than three (3) years, unless sooner terminated in accordance with this Section 10.
DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC 8 (b) Either Party may terminate this Agreement, with or without cause, upon thirty (30) calendar days’ written notice to the other Party. Upon such termination, (i) Consultant shall reimburse SCPPA for all payments made by SCPPA for Services not yet completed, or (ii) if outstanding payments are owed to Consultant, SCPPA shall pay Consultant for all Services satisfactorily performed in accordance with this Agreement up to the date of termination. Any rights or obligations pursuant to Sections 2(c), 3, 5-11, 13, 15, and 19-22 shall survive the termination or expiration of this Agreement.
(c) No Task Order shall be executed pursuant to this Agreement if the time or deadline for performance thereof extends beyond the then-applicable expiration date of the Agreement.
(d) Notwithstanding the foregoing provisions of this Section 10, at SCPPA’s sole discretion and for good cause shown, this Agreement shall not expire while services to be performed under an existing Task Order remain incomplete.
(e) Consultant confirms that it understands the conflicts of interest codes and requirements applicable to its profession, as well as the requirements of California Government Code Section 1090, et seq. and Section 87100, et seq. Consultant represents and cert ifies that it is unaware of any conflict of interest relating to this Agreement and that SCPPA, its Members, and their respective officers, agents, employees, representatives, and elected and appointed officials do not, and will not, have any indirect or i ndirect financial interest in this Agreement. Consultant will immediately inform SCPPA about any conflict of interest that may arise as a result of any change in circumstances. Notwithstanding any other provision of this Agreement, it is further understood and agreed that if such conflict of interest does exist or develop, SCPPA may immediately terminate this Agreement by giving Consultant written notice thereof.
11. Use and Ownership of Work Product:
(a) SCPPA and its Members shall have rights to output from the software and other consulting services but will not have rights to resell or redistribute the delivered analytical work products and shall have any and all licensed rights to use software provided under the License Agreement signed by the Participating Member and Consultant materially the form attached hereto as Exhibit D. Except as may be otherwise provided in the License Agreement, SCPPA and its Members agree that all rights, title, and interest in and to all, models, tools, systems, or processes used or developed by Consultant in the course of providing Services pursuant to this Agreement and any resulting Task Orders, including, but not limited to, patent rights, trade secrets, mask works, software code, and copyrights, shall remain exclusively with Consultant without further consideration; provided that SCPPA and its Members may retain and use a copy of any outputs, reports, and analyses for its sole use. SCPPA and its Members agree that such proprietary rights are retained by and valuable to Consul tant and that SCPPA and its Members shall continuously control the use and disclosure of the software and related DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC 9 documentation and shall keep the software and related documentation, training materials, and documentation of model techniques confidential.
(b) Consultant acknowledges that any application built or delivered to SCPPA or its Members for integration into the software, to the extent not previously owned by Consultant, remains property of the SCPPA or its Members. Similarly, Consultant acknowledges that SCPPA or its Members may integrate Customer Data (as defined in Section 13.) into its Member(s) existing applications (existing prior to any License Agreement or service agreement with Consultant ) and develop and/or customize extensions to the softwar e which may contain Customer Data and/or intellectual property of SCPPA or its Members and not Consultant and such Customer Data will remain property of SCPPA or its Members.
12. Information Provided by Others:
To the extent reasonably available to SCPPA and/or the Participating Members, and not otherwise subject to any confidentiality requirement, SCPPA and/or the Participating Members, upon Consultant’s request shall provide to the Consultant in a timely manner any information reasonably needed to perform the Services hereunder. Consultant may rely on the accuracy of information provided by SCPPA and Participating Members. Any Customer Data (as defined in Section 13 herein) furnished to Consultant by SCPPA or Participating Members shall be deemed Confidential Information subject to Section 13 of this Agreement.
13. Confidential Information:
As used herein, “Customer Data” shall mean any and all data that describes anything whatsoever about an individual customer of a Pa rticipating Member, such as address, employment, contact information, usage history, financial transactions and/or credit history, or that affords a clear basis for inferring things done by or to an individual or entity such as a record of a person’s prese nce in a place, or requests for temporary changes in service. “Customer Responses” shall be all information or opinion collected or gathered from an individual customer of a Participating Member, either verbally, in writing, or electronically.
Either Party (as to information disclosed, the "Disclosing Party") may provide the other (as to information received, the "Receiving Party") with information in connection with this Agreement that it may deem to be “Confidential Information” as defined herein. Confidential Information shall mean any and all: (1) Customer Data provided by SCPPA or any Participating Member to Consultant or any of Consultant’s subcontractors; (2) Customer Responses collected by Consultant or any of Consultant’s subc ontractors from customers of any Members; and (3) any information provided to one Party from another that is labeled and/or marked confidential. Receiving Party agrees: (a) to use or reproduce the Confidential Information only as necessary to realize the b enefits of or perform its obligations under this Agreement and for no other purpose, (b) to take reasonable measures to prevent disclosure of DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC 10 the Confidential Information to third parties, and (c) not to disclose the Confidential Information to a competitor of Disclosing Party.
Notwithstanding the foregoing, Confidential Information does not include information which (i) at the time of disclosure is within the public domain through no breach of this Agreement by either Party; (ii) has been known or indepen dently developed by and is currently in the possession of recipient prior to disclosure or receipt thereof; (iii) was or is acquired by recipient from a third party (other than a Participating Member customer contacted by Consultant in the course of performance of this Agreement) or (iv) disclosed pursuant to a legal requirement or order. The recipient may disclose the Confidential Information on a need -to-know basis to its contractors, agents and affiliates who agree to confidentiality and non -use terms th at are substantially similar to these terms.
In the case of a bona fide request received by SCPPA under the California Public Records Act (“CPRA,”) Cal. Gov't Code § 7920.000 et seq.) from a third party for access to Consultant’s Confidential Information subject to this Agreement, or as otherwise may be required by the California Ralph M. Brown Act (“Brown Act”) (California Government Code §§ 54950 et seq.), SCPPA shall notify Consultant of such request and shall seek to follow Consultant's reasonable instructions in responding thereto subject to the understanding that SCPPA cannot delegate the responsibilities imposed on it by the CPRA or Brown Act . SCPPA’s responsibilities under both the CPRA and Brown Act shall be determined in the sole discretion of SCPPA. In the event access to such Confidential Information is denied and the third party requesting the same initiates litigation to compel access under the CPRA, SCPPA shall promptly advise Consultant of such litigation, and SCPPA shall have no other duty or obligation to Consultant under this Agreement with respect to the denial of access to such Confidential Information or to oppose or defend any such litigation. Consultant, at its own cost and expense, shall indemnify, defend and hold SCPPA free and harmless from such litigation or any claim, suit, cost, expense, attorneys’ fees, judgment or order related thereto or otherwise arising from the denial of access to Consultant’s Confidential Information to said third party.
If Consultant is requested or requ ired, pursuant to any order, rule, ruling, discovery request, subpoena, civil investigation or similar process to disclose any of SCPPA’s or Participating Members’ Confidential Information, Consultant shall provide prompt written notice to each of SCPPA and the affected Participating Members of such request or requirement so that SCPPA and the affected Participating Members may, at their own expense, seek a protective order or other appropriate remedy concerning such disclosure.
Confidential Information must be kept in a secure location. Confidential Information pertaining to customers of a Member shall only be provided by Consultant to SCPPA and the interested Participating Member, and to no other party and Consultant shall imple ment and DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC 11 maintain reasonable security procedures and practices appropriate to the nature of the information to protect the personal information from unauthorized access, destruction, use, modification, or disclosure. Consultant shall, when directed by SCPPA, create aggregated data derived from Confidential Information in such a way that individual customer responses or data cannot be determined. Consultant shall retain the Confidential Information only so long as it is necessary to perform Consultant’s tasks under the Agreement, and after such time, the Confidential Information shall be returned to SCPPA or at SCPPA’s written request, destroyed, and Consultant shall retain no copies of the Confidential Information. Under no circumstances shall Consultant, or its officers, employees, subcontractors, or agents use Confidential Information of SCPPA or its Members for any commercial purpose not related to the primary purpose of this Agreement.
Consultant shall be responsible for ensuring that any subcontractors used to provide Services that have access to Confidential Information or who shall collect Customer Responses comply with the provisions of this Section 13.
Notwithstanding these restrictions, only where permitted by law, including as limited by Section 1798.98 of the California Civil Code and Section 8381 of the California Public Utilities Code, (a) Consultant may disclose Confidential Information to its affiliates and subcontractors to the limited extent necessary for the performance of the Agreement, ( b) a Receiving Party may disclose Confidential Information to its auditors, (c) SCPPA may disclose Confidential Information to Members, and (d) a Receiving Party may disclose Confidential Information to any other third party with the prior written permissi on of Disclosing Party, and in each case, only so long as the Receiving Party obtains a non -disclosure commitment from any such subcontractors, auditors, lenders or other permitted third party that prohibits disclosure of the Confidential Information and p rovided further that the Receiving Party remains responsible for any unauthorized use or disclosure of the Confidential Information. Each Disclosing Party warrants that it has the right to disclose the information that it discloses.
14. SCPPA’s Right to Inspect Property: Upon reasonable notice to Co nsultant, SCPPA and/or Members shall have the right during the performance of the Services to inspect the site, subject in all cases to all applicable rules, policies and regulations related to safety, as well as s tate and local building code and ordinance compliance, including Consultant's and its subcontractors' reasonable safety precautions, provided that such inspection and presence does not unreasonably interfere with or delay the completion of the Services and Consultant's performance of its other obligations under this Agreement.
15. Title to Goods and Warranties:
(a) Title to Goods. The risk of loss and title to goods supplied by Consultant to SCPPA, other than software (which software is licensed and governed by the separate License Agreement, the form of which is attached hereto as an exhibit) pursuant to any Task Order shall pass DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC 12 upon delivery to SCPPA, unless otherwise specified in the Task Order or License Agreement.
(b) Warranties. Consultant warrants that goods shall be delivered free from material defects in material, workmanship and title and that the services shall be performed in a competent, diligent manner in accordance with any mutually agreed specifications, as identified in the specific Task Order or License Agreement. Consultant warrants that the services performed by it hereunder will be performed in a workmanlike manner and in accordance with generally accepted professional standards. In the event the services do not conform, such nonconforming services shall be corrected by Consultant. If goods or services do not meet the above-warranties, SCPPA shall promptly notify Contractor in writing prior to expiration of the warranty period. Consultant shall (i) at its option, repair or replace defective goods and (ii) re-perform defective services. If despite Consultant’s reasonable efforts, a non - conforming goods cannot be repaired or replaced, or non-conforming services cannot be re-performed, then, without limitations to SCPPA’s legal and equitable remedies and any remedies provided under this Agreement, Consultant shall refund or credit monies paid by SCPPA for such non -conforming goods and services. Notwithstanding any contrary provision in this Agreement, all warranties by Consultant expire within one year after the term of the applicable Task Order or, if earlier, one year after delivery of the Product.
16. Recycled Materials:
In accordance with California Public Contract Code section 22152 et seq., Consultant shall certify the minimum, if not the exact, percentage of postconsumer materials in the materials, Products, or supplies offered or sold pursuant to this Agreement, including, where applicable, printer cartridges. Where applicable, the Consultant shall ensure that any printing paper used meets the recycled content requirements set forth in Section 12209 of the California Public Contract Code.
17. Dispute Resolution:
In the event of a dispute between the Parties either Party may deliver to the other Party a notice of dispute with a detailed description of the underlying circumstances for the dispute. The dispute notice shall include a schedule of availability of the notifying Party’s officers having a title of senior vice president or higher duly authorized to settle the dispute during the thirty (30) calendar day period following delivery of the dispute notice. The recipient Party shall, within five (5) business days of receip t of the dispute notice, provide to the notifying Party a parallel schedule of availability of its officers having a title of senior vice president or higher duly authorized to settle the dispute. The senior officers of the Parties shall meet and confer as often as reasonably necessary during the thirty (30) calendar day period in good faith negotiations to resolve the dispute. In the event the dispute is not resolved within the thirty (30) calendar day period then either Party may pursue any legal remedy a vailable to it ; provided further, however, nothing herein shall prohibit either Party from pursuing temporary, injunctive, or equitable relief during this thirty (30) calendar day period.
DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC 13 18. Representatives:
SCPPA’s representative for administration of this Agreement:
Randy Krager , (626) 793 -9364, fax number (626) 793 -9461 and e -mail address is [email protected]. All questions to SCPPA pertaining to this Agreement shall be referred to the person named above.
Consultant’s representative for this Agreement: Gary Dorris, [email protected], (303) 415 1400.
All questions to Consultant pertaining to this Agreement shall be referred to the person named above.
The representative of SCPPA set forth herein shall have authority to give all notices required herein from SCPPA and/or any Member. Any employee, subcontractor, attorney or agent of Ascend may have authority to give notices required herein from Ascend or any subcontractor of Ascend.
19. Notices:
Notices, requests, demands and other communications made pursuant to this Agreement shall be deemed given only if in writing signed by an authorized representative of the sender and delivered by first class mail, electronic mail, or by a courier or service guaranteeing overnight delivery to the receiving party, addressed as follows:
Either party may change its contact information for the purposes of this Agreement by giving written notice of such change to the other party in the manner provided in this Section.
Notice shall be deemed effective: 1) immediately, upon personal delivery or upon transmission by electronic mail accomp anied by a telephone call to the intended recipient ; 2) one (1) calendar day after transmission by electronic mail not accompanied by a telephone call; 3) five (5) calendar days after deposit in first class mail, if mailed within the United States; and 4) ten To SCPPA: To Consultant:
Executive Director
1160 Nicole Court
Glendora, CA 91740
[email protected]
Dr. Gary Dorris
Chief Executive Office
1877 Broadway, Suite 706
Boulder, CO 80302
[email protected]
with a copy to:
Beth S. Dorris
Law Offices of Beth S. Dorris
3226 Mandeville Canyon Rd.
Los Angeles, CA 90049
DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC 14 (10) calendar days after deposit in the mail, if mailed from outside the United States.
20. Miscellaneous:
(a) Assignment – This Agreement is binding upon and shall inure to the benefit of SCPPA and Consultant and their respective successors and assigns. Neither Party may assign its rights or obligations hereunder without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement to a successor of the Party’s entire business relating to this Agreement.
(b) Integration; Conflicts – This Agreement, including Exhibits hereto, contain s the entire agreement between the Parties and supersedes all prior negotiations, representations or agreements, whether written or oral. In the event of any conflict between the terms of this Agreement, or any Task Order, this Agreement shall control. In the event of any conflict between a Task Order and the associated purchase order, the Task Order shall govern.
SCPPA is not a party to the License Agreement and is not subject to t he terms and conditions of the License Agreement. The License Agreement is a separate agreement between Consultant and Participating Member(s) and shall control only as to Consultant’s and Participating Member(s) rights and obligations under an executed License Agreement.
(c) Waiver – The failure to enforce any terms of this Agreement or the waiver of any breach of this Agreement shall not constitute a waiver of any other breach or a relinquishment of right to enforce the same or any other provision of this Agreement.
(d) Severability – If any provision of this Agreement is rendered invalid or unenforceable under any circumstance, the remainder of this Agreement shall continue to be in full force and effect and the provision declared invalid or unenforceable shall continue to be in full force and effect as to other circumstances in accordance with the laws of the State of California.
(e) Governing Law – This Agreement is entered into in Los Angeles County in the State of California and shall be gove rned by, and construed in accordance with, the laws of the State of California.
(f) Venue – All litigation arising out of, or relating to this Agreement, shall be brought in a state or federal court in the County of Los Angeles in the State of California, and both Parties waive any defense of forum non conveniens.
21. Execution in Counterparts, Electronic Signatures and Document Transmission:
This Agreement may be executed in counterparts, and, upon execution by each signatory, each executed counterpart shall have the same force and effect as an original instrument and as if DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC 15 all signatories had signed the same instrument. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal eff ect of any signature thereon, and may be attached to another counterpart of this Agreement identical in form hereto by having attached to it one or more signature pages.
The Parties may execute this Agreement by manual signature or by electronic signature, each of which shall have the same force and effect. A signed copy of this Agreement transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement for all purposes, to the extent provided under applicable law, including California’s Uniform Electronic Transactions Act.
22. Audit:
During the Agreement’s term and for a period of four years after the termination or expiration of the Agreement, Consultant shall (a) maintain all invoicing and invoicing logs related to Consultant’s performance of the Agreement (“Records”); and (b) provide SCPPA or its representatives, at all reasonable times, the right to examine, excerpt, photocopy, photograph, or transcribe such Records.
[SIGNATURE PAGE FOLLOWS]
DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC 16 IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By:
MICHAEL S. WEBSTER
Executive Director
Approved as to Legal Form:
ARMANDO ARBALLO
Assistant General Counsel
ASCEND ANALYTICS, LLC
By:
DR. GARY DORRIS
Chief Executive Officer
DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC A-1
EXHIBIT A
SCOPE OF SERVICES TO BE PROVIDED UNDER THIS AGREEMENT
Item Consulting Activity Description Ascend's Unique Value Add A Market Analysis Provides simulations of future
market conditions consistent
with evolving fundamentals of
high renewable penetration:
a) long-term forward curves
consistent with market
fundamentals (power prices)
b) forecast price curves for
gas, coal,
GHG
c) increased market price
volatility
d) LMP/EIM prices inclusive
of fundamentals
e) RT/EIM prices
f) ancillary service prices
(or constraints)
g) transmission constraints
Ascend's simulation approach is
uniquely positioned to capture
the newly emerging market
dynamics of high renewable
generation:
a) Capture increasingly
volatile prices with high
renewable penetration
b) Consistency with market
fundamentals of weather--> load
and renewable generation-->
market price
c) Consistency with declining
average implied heat rates
d) Dynamic "duck" prices
evolving based on system
conditions and weather
e) Detailed validation
reports providing clear and
readily understood simulation
validation results for weather,
load, renewables, and market
prices.
B Load Simulate load based on
weather and input monthly
load forecast (MWh) and peak
load forecast (MW--optional)
Dynamic load shape based on
weather and behind the meter
solar.
C Renewable
Generation
Simulation
Simulate renewable generation
based on meteorology
Renewable production aligns
with load and market prices
because weather is common
driver
D Thermal Generation
Asset Modeling
For each simulation, model
details of thermal generation
inclusive including start-up,
shut-down, min run-times,
heat rate curves, multiple CC
configs
Ability to capture imperfect
foresight, model complex CC
configurations, and for balancing
authorities to calculate system
level ACE and CPS2 scores
E Pumped Storage
Generation
Model pumped storage cycles at
unit level inclusive of efficiency
curves
Optimize trade-off between
energy and ancillary services
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SCPPA Master Professional Services Agreement Ascend Analytics, LLC A-2
while accounting for efficiency
curves
F Battery Evaluation Measure the value of batteries
between energy and ancillary
services across day-ahead and
real-time conditions
By co-optimization across day-
ahead and real-time conditions,
batteries carry additional value
and can also serve as a physical
hedge for renewable generation
G Energy Efficiency
Selection and
Expected
Return
Program selection based on
input costs and conservation
profiles
Ability to capture full value of
interruptible load programs and
weather driven conservation
programs. Also, Ascend's
modeling of risk captures the
risk reduction value associated
with conservation.
H Ancillary Service
Requirements as
Function of
Renewable
Generation
Determine ancillary service
requirements and flexible
generation requirements as a
function of renewable
generation attributes and
location for consistency with
RBC standards and ACE limits.
Ability to account for spatial
diversity in determination of
ancillary services as a function
renewables generation
I Optimal Capacity
Expansion Plan
Modeling with
Renewable
Integration
Least cost best fit resource
selection for ALL simulated
future states
Ensure the "best fit" by using a
broad set of simulated state to
select the best resource plan
instead of a single state 8760
under "normalized" conditions.
Today's markets require the
capturing of the vicissitudes of
weather on renewable
generation and system dynamics
and responses.
J Resource Adequacy Simulate loss of load probability
(LOLP) inclusive of uncertainty
of thermal generation outages,
load variability, and renewable
generation intermittency and
diversity effects.
Probabilistic loss of load
probability based on joint
simulations of renewables and
load related to weather.
K Flexible Resource
Adequacy
Flexible resource requirements
as a function of renewable
generation portfolio.
L Transportation
Electrification
Ascend will forecast EV charging
loads and their impact on
electric grid generation and
emissions under different
charging strategies.
Ascend's detailed optimization
models allow for determining
optimal charging strategies and
capturing the full benefits of
DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC A-3
controlled charging on
electricity system operations
M Rate Payer Bill
Impact
Assess the expected costs and
risk premium reduction of a
power supply portfolio with low
exposure to fossil fuels.
By providing uncertainty and
monetizing this uncertainty,
decision makers can better
understand and incorporate risk
into portfolio management by
understanding the value to end
users.
N Ensure Local and
System Reliability
Ascend will incorporate results
of this modeling into the
resource plan report
O Enhance Distribution
and Demand Side
Energy
Management
Demand side management
programs will be evaluated for
their bulk system benefits with
additional utility specific
benefits included
P Bulk Transmission
System Resiliency
For utilities with bulk
transmission responsibilities, the
resource plan will model line
flows and losses with
consideration of changing
market fundamentals.
The simulation of line
availability provides a more
realistic picture of simulated
transmission flows
Q Sensitivity Analysis Perform sensitivity analysis
through shifts in forward curves,
load, or other variables
Need less sensitivities because
of simulations that
probabilistically envelope future
states
R Portfolio & Risk
Management
Provide industry best practice
portfolio and risk management
capabilities around Gross Margin
at Risk, Value at Risk, Potential
Future Exposure (PFE) and what-
if hedging analysis
Meaningful Uncertainty –
stochastics across the portfolio
management horizon that
maintain aspects of forward and
spot correlation driven by
weather, load, renewable, and
price relationships calibrated to
current liquid market forward
conditions
S RFO Administration
Support and
Evaluation
Provide hosting services and
support for procurement of
energy and capacity. This
includes support in drafting
solicitation documents (offer
form template and protocol) and
screening of offers for
compliance. Provide statistics on
Provide standardized and
customizable offer form
templates for the different
procurement needs. Leverage
extensive network with
developers to promote RFO and
set up a dedicated website.
Automatic bid collection and
DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC A-4
received offers and prices.
Conduct economic and
qualitative assessments of
projects. Support offtaker
during negotiations with
additional modeling.
harvesting tools to sort received
submissions to facilitate
reviewing proposals. Quick
QAQC process to ensure
compliance of bids. Detailed
economic evaluation of selected
bids to assess revenues and
costs from energy, capacity,
ancillaries, as well as associated
basis risk as applicable. Support
with defining qualitative criteria
for scoring ESG benefits and
project risk.
Item Software-
Related Item
Offering Description Use
1 PowerSIMM
License
Ops
(Operations)
PowerSIMM Ops allows for the
ingestion of daily updates to rolling
14-day+ weather and load forecasts
for portfolio risk management in the
time horizon that expected weather
is more transparent and expected to
be non-normal. Runs can be
deterministic, discrete stress tests
or stochastic with variability driven
by measured weather forecast
error.
Short-term portfolio
risk management and
portfolio balancing
operations. Risk
valuation, positions,
and P&L projections
updated daily or ad
hoc to represent the
best estimates of
short-term portfolio
performance.
Portfolio
Manger
PowerSIMM Portfolio Manager is
designed to analyze and manage
risk in the “term” position from
approximately 1 month to 5 full
calendar years out. PowerSIMM
Portfolio Manager can facilitate
Customer to “lock-in” profits /
preserve margin in alignment with
performance metrics / budget
forecasts, maintain competitive
advantage through periods of
adverse market conditions, and
generate profits through dynamic
hedging and DER dispatch.
Simulation Engine
• Forecasted Monthly Forward
Prices for Energy
Portfolio Manager
analysis allows you to
value and evaluate
impact of new projects
for simulations horizon
of up to 5 full forward
calendar years into the
future.
PowerSIMM
functionality allows
you to assess hedge
transactions of various
types and their relative
risk reduction value to
the portfolio including:
• Swaps
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SCPPA Master Professional Services Agreement Ascend Analytics, LLC A-5
Item Software-
Related Item
Offering Description Use
• Weather
• Load
• Spot Prices
• Renewables (Wind & Solar)
Simulation of wind and solar
production based on weather to
align volumetric uncertainty of
production with load and market
prices.
Portfolio Management
Output of PowerSIMM portfolio
variables for term analytics:
• Generation Modeling (thermal,
hydro, pumped hydro, renewables,
etc.)
• Fuel Modeling
• Cost of Supply
• Hourly marginal cost of supply
• Ancillary service modeling
• Transmission modeling, inclusive
of losses and fees.
PowerSIMM Portfolio Manager
provides insight into the impact of
both physical operations and
system costs.
Analytic Framework
• Dispatch optimization
• Validation reporting
• Job management system
• Shaped fixed-price
swaps
• Futures
• Call/Put options
• Daily call/put options
• CRRs Analysis
• Term portfolio
management (defined
as simulations horizon
from prompt month to
12 years)
• Model cost to serve
load with market
interactions and
transmission
constraints
• Integrated portfolio
modeling for physical
assets, power
purchase agreements,
loads, and contracts
Commodities Modeled
• Power
• Natural Gas
• Oil
• Coal
• Emissions (CO2, NOx,
SO2)
• RECs
• Ancillaries
• Other Asset Related
Components
Assets Modeled
• Thermal
• Renewables
• Hydro
• Batteries (hourly)
• Contracts
• Transmission
DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC A-6
Item Software-
Related Item
Offering Description Use
Spot &
Forward/Forecast
Prices
• Markets for energy
and ancillaries
• Ascend will harvest
ISO and market prices
Budgeting &
Valuation
An extension of Portfolio Manager
to run studies for longer periods
(e.g. 10-year budgets and 20-year
asset valuations) beyond the
portfolio risk management horizon.
Extended budget
and/or longer run
asset valuation studies
from calendar year 6-
20 depending on use
case.
Ability to run
stochastics for budget
or valuation
uncertainty and pull
iteration detail or s-
stats for proper
statistical measure
over longer periods for
probability-based
decision analytics
around commercial
budget and asset
commercial valuation.
Planner (with
ARS)
Simulation Engine
• Forecasted Monthly Forward
Prices for Energy
• Weather
• Load
• Spot Prices
• Renewables (Wind & Solar)
Simulation of wind and solar
production based on weather to
align volumetric uncertainty of
production with load and market
prices.
Portfolio Planning
Analysis
• Long term resource
planning (defined as
simulations horizon of
up to 30 years)
• Ability to value and
evaluate impact of
new projects
• Model cost to serve
load with market
interactions and
transmission
constraints
• Integrated portfolio
modeling for physical
DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC A-7
Item Software-
Related Item
Offering Description Use
Output of PowerSIMM portfolio
variables for long term analytics:
• Generation Modeling (thermal,
hydro, pumped hydro, renewables,
etc.)
• Fuel Modeling
• Cost of Supply
• Market Purchase & Sales
• Hourly marginal cost of supply
• Ancillary service modeling
• Transmission modeling, inclusive
of losses and fees.
PowerSIMM Planner will provide
insight into the impact on both
physical operations and system
costs.
Analytic Framework
• Dispatch optimization
• Validation reporting
• Job management system
assets, power
purchase agreements,
loads, and contracts
Commodities Modeled
• Power
• Natural Gas
• Oil
• Coal
• Emissions (CO2, NOx,
SO2)
• RECs
• Ancillaries
• Other Asset Related
Components
Assets Modeled
• Thermal
• Renewables
• Hydro
• Batteries (hourly)
• Contracts
• Transmission
Spot &
Forward/Forecast
Prices
• Markets for energy
and ancillaries
2 Reporting
Tools
PowerCube
Reporting
Portfolio Planning Output
• OLAP cube reporting to Excel
• OLAP cube export to the PowerBI
Dashboard
Complete relational data cube
which is seamlessly integrated into
Microsoft Excel and Microsoft
PowerBI.
Analysis
• Output reporting for
distribution of
standard reports,
generation of ad-hoc
reports, and drill down
to examine individual
portfolio components
to hourly level.
• Ascend can support
the development of
custom risk metric
DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC A-8
Item Software-
Related Item
Offering Description Use
variables & custom
reporting.
• Access to simulation
data for counterparty
credit risk.
Standard
PowerBI
Reporting
Live Cube Reporting directly to
standard PowerBI reports for
default PowerSIMM output
Managerial Reporting
output for portfolio
reporting
3 Additional
Software
Features
Budget
Tracker
Ingestion of actual client portfolio
load and asset performance
supplemented by harvested ISO
price data and customer line-item
ISO expenses used for ‘shadow’
settlement and overwritten
backcast data with actuals for client
Ability to continuously
track YTD and MTD
performance married
with BalMo and
BalYear re-forecasts to
generate pro forma
projections to compare
to prior budget or
forecast benchmarks.
Cascade
Hydro
PowerSIMM Modules for complex
Cascade hydro systems, inclusive of
initial configurations, constraints
and client specific validations
Modeled cascade
hydro in addition to
standard hydro for
portfolio risk,
budgeting, valuation or
planning exercises
consistent with
selected PowerSIMM
use cases and study
horizons.
4 Software
Users
Number of
Power-Users
Power-Users have full access to
Licensee’s environment in
PowerSIMM, including access to
view and edit Licensee’s configured
models and reports
Reporting output
access, rights and
permissions for item
and portfolio
modification, along
with ability to run
studies at the
discretion of the client
administrative user.
Number of
Report-Users Report-Users only have access to
reports in Licensee’s PowerSIMM
environment
Read-only PSV UI
access, access to
PowerBI and
PowerCube
5 Additional
License
Specific
Offering as
Please see Section “6. Software
Support and Maintenance”, of the
Hours of support
available for use for
DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC A-9
Item Software-
Related Item
Offering Description Use
Support
Hours
detailed in
Licensee’s
Term Sheet
SLA for the full definition and
explanation of “Additional License
Support Hours”
product support,
feature development,
training, analyst task
augmentation, SME
contribution or other
engagement with
Ascend
6 Market
Intelligence
Specific
Offering as
detailed in
Licensee’s
Term Sheet
Since the fundamentals of energy
supply are rapidly changing, Ascend
provides long-term forecasts of key
input prices based on our market
analysis and fundamental modeling.
Ascend Market Intelligence includes
30+ years of forecasts for:
• Monthly on-peak, off-peak power,
gas, and carbon prices
• Implied heat rates
• Power price volatility
• Power price shape changes (i.e.
duck curve)
• RT Price Volatility
On a bi-annual basis, Ascend
conducts market analysis of ISOs to
forecast the supply stacks for each
market over time. Ascend also
provides forecasts of price volatility
for hourly and sub-hourly prices as a
function of market fundamentals,
particularly the penetration of
renewables and battery storage on
the system.
Long-Run Equilibrium
Analysis
Use long-run
equilibrium analysis to
determine power price
levels that will support
the entry of a new
capacity entrant,
either a stand-alone
battery or RICE unit,
allowing for normal
returns. This allows
Licensee to fine tune
expectation of long-
run power prices to fit
the emerging energy
paradigm driven by
renewables as
baseload paired with
flexible capacity and
storage for integration.
Utilize long-term
forecasts of nodal
prices at major CAISO,
ERCOT and SPP trading
hubs. Incorporate into
long-term planning
and resource selection
processes.
7 Storage (TB) Specific
Offering as
detailed in
This is the initial amount of storage
allocated for use by Licensee.
Additional storage may be
Additional space for
data retention
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SCPPA Master Professional Services Agreement Ascend Analytics, LLC A-10
Item Software-
Related Item
Offering Description Use
Licensee’s
Term Sheet
purchased in the future at the rate
established in Section “8. Additional
User and Hardware Fees” of the SLA
8 Additional
Activities
RFO
Administrati
on, Support
and
Evaluation
Should SCPPA or one of its
Participating Members choose this
option, the specific description and
scope of work will be subject to
scoping as detailed in the applicable
Task Order
Hosting services and
support for
procurement of energy
and capacity. Offer
form templates and
screening of potential
procurement
selections with
statistics on received
offers and prices.
Economic evaluation
of bids including
revenues and costs
from energy, capacity,
ancillaries, and basis
risk. Support with
defining qualitative
criteria for scoring ESG
benefit and project
risk.
Resource
Planning
Should SCPPA or one of its
Participating Members choose this
option, the specific description and
scope of work will be subject to
scoping as detailed in the applicable
Task Order.
Analyst and SME
support for task order
activity in support of
client Resource
Planning activities.
Custom
Power BI
Reporting
Should SCPPA or one of its
Participating Members choose this
option, the specific description and
scope of work will be subject to
scoping as detailed in the applicable
Task Order
Power BI Reports
customized for
Licensee by Ascend
Analytics and
incorporated into
PowerSIMM with live
data cube connection
based on Licensee’s
specifications (subject
to the limitations of
PowerBI)
DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC A-11
Item Software-
Related Item
Offering Description Use
9 BatterySIMM
License
As detailed
in applicable
Task Order
BatterySIMM is a comprehensive
data and analytics platform for
storage and hybrid project valuation
and site optimization. Utilizing
Ascend's 20+ year nodal sub-hourly
price forecasts, BatterySIMM
software determines the value of
storage at specific locations by
performing complete dispatch
simulations. Market selection
decisions (DA/RT Energy and
Ancillaries), round-trip efficiencies,
charging/discharging constraints,
cycling limits, and expected
degradation and augmentation
schedules are all customizable
parameters within each dispatch
simulation. BatterySIMM dispatch
simulations respect the physical
limitations of each project, while
adhering to ISO market rules and
conditions. BatterySIMM mapping
enables clients to survey and screen
locations across the country for
their nodal price characteristics and
expected project revenues to
optimally determine siting strategy.
10 Smart Bidder
Subscription
As detailed
in applicable
Task Order
The SmartBidder™ platform
provides automated ISO bids and
Scheduling Services to optimize
storage, renewables, hybrids, and
load. SmartBidder enables highly
customized bid strategies based on
market fundamentals and risk
preferences using hybrid machine
learning models. The platform
continuously re-optimizes based on
changing fundamental market
conditions. SmartBidder has proven
performance across markets with
over 6 GW of operating resources.
Building on Ascend's proven track
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SCPPA Master Professional Services Agreement Ascend Analytics, LLC A-12
Item Software-
Related Item
Offering Description Use
record in portfolio management,
SmartBidder maximizes each
project's value while minimizing
risk. Using market fundamentals to
forecast system conditions and
pricing, SmartBidder applies an
ensemble machine learning
approach to feed into our
reinforced learning bid optimization
model. SmartBidder's adaptive and
risk-adjusted recommendations,
combined with in-depth data and
performance reporting, enabling
users to define and track multiple
strategies based on risk and
strategic objectives.
11 Ascend
Energy
Exchange
As detailed
in applicable
Task Order
AEX is an auction platform for
developers and asset owners to buy
and sell renewable energy and
battery projects. AEX consolidates
the transaction process through
providing independent market
valuations and assessments of
projects status and attributes.
AEX allows sellers to reach a larger
audience of prospective buyers at a
fraction of the cost relative to
conventional sale processes and
enables buyers to more seamlessly
transact without undertaking
extensive and costly due diligence.
AEX uses technology, its extensive
customer base, and expertise of
power markets to create a
streamlined process with lower cost
of transaction.
Services not expressly set forth in this Exhibit A are excluded. Notwithstanding any contrary provision herein, Consultant shall have no obligation to perform any Services absent a fully executed Task Order and receipt of a purchase order under this Agreement therefor specifying the particular Services included thereby (and excluding all other Services) DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC A-13
for the Participation Members and absent the participating Member’s and Consultant’s respective authorized and delivered signature to both the applicable Task Order and License Agreement (in form attached hereto as an exhibit).
DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC B-1
EXHIBIT B
COMPENSATION SCHEDULE AND HOURLY FEES
In no event shall SCPPA’s payment obligations to Consultant for all Services performed or for any other reason exceed five million dollars ($5,000,000.00) (the “Not to Exceed Amount”).
Consultant shall provide notice to SCPPA prior to reaching the Not to Exceed Amount. Any services provided by Consultant in excess of this authorization, and without prior execution of an amendment hereto by the Parties, shall be at Consultant’s sole risk and without payment. For avoidance of doubt SCPPA and Participating Member shall not be liable for any unauthorized excess billings whatsoever.
Services may be priced on a Time and Materials or a lump sum basis as specified in the Task Order. Should Services for an individual Task order be priced on a lump sum basis, the pricing shall be calculated using the below hourly Time & Materials Rates (hereinafter, “T&M Rates”).
Should pricing for an individual Task Order be subject to hourly T&M Rates, the same below rates shall also apply:
Analysts Leadership 2023 Rate
($/hr)
Energy Analyst $225
Senior Energy Analyst Manager $275
Lead Energy Analyst Senior Manager $325
Director $350
Managing Director $400
Vice President $500
CEO $650
Effective on each anniversary of the Effective Date (the “Anniversary Date”), T&M Rates shall be subject to an annual increase equal to the lesser of (1) percentage increase in the Consumer Price Index (CPI) for all urban consumers (CPI-U) as published 90 days prior to the Anniversary Date for the preceding 12 month period by the U.S. Department of Labor, Bureau of Labor Statistics or (2) five (5) percent. In the event the CPI reflects a negative adjustment, the annual contract rate will remain flat.
Prices for software and software licenses shall be based on the prices provided in the License Agreement and detailed in the applicable Task Order. Pricing for software licenses is subject to scoping of license needs for each SCPPA member. The final license pricing will be spelled out clearly in the applicable Task Order and based on the fees provided in the License Agreement.
All travel (other than travel expressly approved or budgeted in a Task Order) must be preapproved in writing by SCPPA or the applicable Participating Member. As a public agency, SCPPA shall not reimburse Consultant for travel, food and related costs in excess of those permitted by the Internal Revenue Service.
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SCPPA Master Professional Services Agreement Ascend Analytics, LLC B-2
EXHIBIT C
EXEMPLARY TASK ORDER FORM
TASK ORDER No.: […input number, sequential to prior Task Orders, if applicable…]
Date: [ ]
Project Description: [ ]
Participating Member (if applicable): [ ]
Consultant: [ ]
Consultant, SCPPA and the Participating Member (s) (“Participant(s)”) identified above agree that Consultant shall provide the Services specified herein pursuant to the terms and conditions of the Master Goods and Services Agreement (“Agreement”) between SCPPA and Consultant dated September 1, 2023, except as specifically modified herein.
Scope of Services
[General Description Of Services]
Term
[This Task Order shall Terminate on [date]]
Compensation
[Specify Fees and Schedule – must include a Not to Exceed Amount for services under the Task Order (the “Not to Exceed Amount”)]
Consultant shall provide notice to SCPPA and Participating Member prior to and upon reaching the Not to Exceed Amount. Any services provided by Consultant in excess of this authorization, and without prior execution of an amendment hereto by the Parties, shall be at Consultant’s sole risk and without payment.
For avoidance of doubt SCPPA and Participating Member shall not be liable for any unauthorized excess billings whatsoever.
Representative(s) of Participating Member(s)
[Identify Names and appropriate Contact information for all Member staff who are authorized representatives for the administration of the Agreement and who should be sent invoices from Consultant]
DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC B-3
[SIGNATURE PAGE FOLLOWS]
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SCPPA Master Professional Services Agreement Ascend Analytics, LLC B-4
IN WITNESS WHEREOF, the parties have signed this Task Order as of the date first written above.
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By:
MICHAEL S. WEBSTER
Executive Director
Approved as to Legal Form:
[NAME]
[Title]
ASCEND ANALYTICS, LLC
By:
[ … PRINTED NAME IN CAPS …]
[Title]
Participating Member’s Acknowledgement and Agreement
The undersigned hereby attests that the undersigned has the requisite authority to bind the Participant to the obligations set forth in this Task Order. Participant agrees to be responsible for any and all fees, costs and expenses invoiced to SCPPA by Consultant for work performed on behalf of, or for the benefit of, Participant pursuant to the Agreement and the License Agreement between Participating Member and Consultant (the “License Agreement”).
Participant agrees to indemnify, defend and hold harmless SCPPA, all other Members and their respective directors, officers, agents, representatives, employees, successors and assigns from and against any and all losses, injuries, costs and expenses, damages, liens, c laims, or liabilities, including reasonable attorney’s fees, incurred by SCPPA in connection with the Services performed for the benefit of, or on behalf of, Participant pursuant to this Task Order or the License Agreement , except for the gross negligence or willful misconduct of SCPPA or such other SCPPA members, and their officers, agents, representatives or employees.
NAME OF PARTICIPATING MEMBER (required)
By:
[ … PRINTED NAME IN CAPS …]
[General Manager / Utility Director]
Check here if Participating Member has indicated acknowledgement and agreement to pay for Services procured under this Task Order by letter from Participating Member’s General Manager addressed to SCPPA.
DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC B-5
Exhibit D
Software License, Maintenance, and SUPPORT Agreement
This Software License, Maintenance, and Support Agreement ("SLA") is made and effective [DATE] (“Effective Date”) by and between Ascend Analytics LLC ("Licensor” or “Ascend") and [CLIENT] ("Licensee") (each individually a “Party” or collectively the “Parties”).
Licensor has developed and licenses to users its software programs marketed under the name [ PowerSIMM /Market Intelligence]. These software tools, license modules, and authorized uses are further described in Appendix A. These software tools are henceforth referred to as the "Software".
Licensee and Licensor desire to license the Software from Licensor to Licensee.
NOW, THEREFORE, in consideration of the mutual promises set fort h herein, Licensor and Licensee agree as follows:
1. License and Use Restrictions
Licensor hereby grants Licensee a non-exclusive limited license of the Software (hereinafter, “License”). The License includes a set number of dedicated users as detailed in Appendix A, however Licensee shall have no limit on the number of computers on which Licensee can access the Software. PowerSIMM is a SaaS -based platform and is accessed via a cloud server. The License herein also includes all necessary processing capac ity and Terabytes of storage space for the purpose of hosting Licensee’s Software environment and necessary data as detailed in Appendix A. Licensee shall not copy, duplicate, reproduce, license or sublicense the Software, or transfer or convey the Softwar e or documentation or any right in the Software to anyone else, including any person or entity that acquires any ownership or financial interest in Licensee except as specifically provided herein, without the prior written consent of Licensor.
2. Intellectual Property and Confidentiality
The parties acknowledge that certain information and materials exchanged during the term of this SLA contain proprietary and confidential information (“Confidential Information”) of the disclosing Party.
Confidential Information shall specifically exclude any information which the receiving Party can show (a) was known to or was independently developed by the receiving Party without access to or use of the Confidential Information of the disclosing Party, (b) was disclos ed to the receiving Party in good faith by a third party (not an Agent of any Party hereto) who had the right to make such disclosure, (c) was made public by the disclosing Party, or was established to be part of the public domain other than as a consequen ce of a breach of the SLA by the receiving Party, (d) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information as shown by documents and other competent evidence in the receiving Party's possession, or (e) is required to be disclosed by law, though in such an event the disclosing Party may seek a protective order or other appropriate relief. Upon termination of this SLA, the receiving Party shall return to the disclosing Party all requested Confidential Information of the disclosing Party, including all copies thereof, in the possession or under the control of the receiving Party, or at the disclosing Party’s option, destroy or purge all such Confidential Information from its systems and files and deliv er to the disclosing Party a written confirmation that such destruction has been carried out.
Licensee acknowledges and agrees that the Software and documentation associated therewith consists of proprietary, unpublished products of Licensor, protected under U.S. copyright law and trade secret laws of general applicability. Licensee further acknowledges and agrees that all rights, title and interest (including all intellectual property rights) in and to th e source code and software documentation shall re main with Licensor. Licensee agrees that such proprietary rights are retained by and valuable to Licensor and that Licensee shall continuously control the use and disclosure of the Software and related documentation and shall keep the Software and related documentation, training materials, and documentation of DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC B-6
model techniques confidential. Licensor acknowledges that any application built or delivered to Licensor for integration into the Software, to the extent not previously owned by Licensor, remains pr operty of the Licensee. Similarly, Licensor acknowledges that Licensee may integrate existing applications, and develop and/or customize extensions to the Software which may contain intellectual property of Licensee and not Licensor and such items will rem ain property of Licensee.
Furthermore, Licensor acknowledges that as a result of Licensor’s retention by Licensee, Licensor will become informed of, and have access to information deemed to be confidential by Licensee. It is hereby agreed that all informat ion provided to Ascend whether orally or in writing in relation to (i) Licensee and its business, (ii) specific projects or entities owned (in whole or in part) by Licensee, and (iii) the business plans and activities of Licensee and its affiliates shall b e "Confidential Information". Notwithstanding the above, information shall not be considered confidential under this SLA if (a) it is or becomes publicly available through no act or omission of Ascend or its employees or agents, or (b) was already known to Ascend at the time of disclosure, or (c) is required to be disclosed by a court or regulatory agency acting within its author ity; provided, however, that Ascend shall first inform Licensee of the disclosure requirement to allow Licensee to challenge the disclosure requirement should Licensee wish to do so.
3. Ownership of Deliverables and Data
Licensee shall have rights to use the Software and related output, but will not have rights to resell or redistribute the delivered analytical work products. Licens ee agrees that all rights, title, and interest in and to all models, tools, systems, or processes used or developed by Ascend in the course of providing Services pursuant to this SLA, including, but not limited to, patent rights, trade secrets, mask works, software code, and copyrights, shall remain exclusively with Ascend without further consideration; provided that Licensee may retain and use a copy of any outputs, reports, and analyses for its sole use.
All data is stored in a secure cloud Server in North America. If Licensee decides to terminate the relationship with Licensor, Licensee has 60 days to download and secure the data and after 60 days all Licensee data will be permanently deleted unless alternative arrangements have been made in writing to Licensor.
4. Disclosure
Ascend shall hold and maintain Licensee’s Confidential Information in strictest confidence and in trust and shall use such Confidential Information only for the specific purpose for which it was disclosed or delivered to Ascend. Ascend shall not disclose such Confidential Information to any person or entity (except as permitted under this SLA). Ascend shall, at Ascend's sole cost and expense, take all necessary actions and precautions to protect the confidentiality of such Confide ntial Information and any documents or other materials containing any Confidential Information, and shall immediately notify Licensee in writing upon its discovery of any such unauthorized use or disclosure of such Confidential Information. Ascend shall re strict access to Confidential Information only to employees of Ascend who need such access and who have been instructed to comply with the terms of this Agreement.
5. Term
The initial term of the License shall begin on the Effective Date and shall end [XXX months, or, insert License end date] after the Effective Date (“Initial term”). At the end of the Initial Term, the License will automatically renew for successive additional twelve-month period(s) (each such twelve-month period, a “License Year”) by payment in full to Licensor of the subsequent Annual License Fee (as defined in Section 7) on or before the last day of the Initial Term and subsequently, on or before the last day of the License Year, unless notice of termination is received 30 days prio r to License expiration. Failure to pay the Annual License Fee, as defined in Section 7, when due shall result in automatic termination of the License including all righ ts of Licensee to use the Software and other deliverables and services thereunder, eff ective as of the first date of the License Year for which the Annual License Fee was not paid. Notwithstanding the foregoing, if Licensee continues to use the software or other deliverables at any time without having paid the applicable Annual License Fee when due, then Licensee shall remain obligated to pay Licensor the full Annual License Fee for that entire license year, together with late charges and interest a s set forth below, and this obligation shall survive termination of the SLA.
So long as Licensee has paid each Annual License Fee in full when due, Licensee is entitled to version updates during the year covered by the Annual Fee. Licensor will support the Software functionality described in this SLA . Licensor will also support features and fun ctionality developed by Licensee to the extent that features that are mutually agreeable for inclusion into Software base code and future updates will automatically incorporate these features. Notwithstanding any contrary provision herein, for feature enh ancements that are to remain exclusive for Licensee, the labor, if required, to support the DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC B-7
integration of these features with future updates will fall under the Software Support and Maintenance provisions below in (Section 6) and may be subject to then-current Time & Materials rates provided in Exhibit B of the Agreement.
6. Software Support and Maintenance
Licensor shall provide ongoing Software support, including standard version updates, bug fixes, patches, service packs, and other modules that maint ain the functionality of the Software for the duration of the paid License Year. Licensor agrees to furnish the necessary support, subject to the other provisions of this Section, to maintain operations of future modification s to the base code. Collectively, these support services will hereinafter be referred to as “Standard Software Support”.
Licensor shall provide 50 Standard Software Support hours per License Year and shall be available to provide the Standard Software Support Monday through Friday from 8:30 a.m. to 5:00 p.m. Mountain Standard Time. Standard Software Support hours from the Annual License Fee are not bankable to future years. Standard Software Support hours exclude time spent by Licensor to address software defects or bugs. Customized code developed by or for Licensee will be supported by Licensor through the use of Licensee’s Standard Support Hours unless either the customized code is included in Software base code or otherwise expressly agreed to by Licensor. Licensee may also use S tandard Support Hours for training, consulting, or other support related to the Software.
After Licensee has used its 50 Standard Support Hours within a License Year, Licensee may procure additional hours of Ascend staff time for License Support (“Additional License Support Hours”). Licensee may purchase these Additional License Support Hours based on the Time & Materials rates included in Exhibit B of the Agreement. Additional License Support Hours are bankable for future years and will roll over into a subsequent License Year if they are purchased in advance but not used within the License Year in which they were purchased.
Licensee shall authorize Licensor to designate Licensor employees and/or contractors to be given direct access to Licensee deployment environments (including development, testing, and production environments) to provide Software and License support. Licensee understands that these designated personnel have access to Licensee data and will use this access to support the Licensee. Upon request, the Licensee can ask the Licensor for a list of active designated personnel with access to the Licensee’s environments.
7. License Fees
The total fee due for the first License Year of the Initial Term shall be as detailed in Appendix A and includes a one-time setup fee plus the Annual License Fee for the first License Year of the Initial Term. The Annual License Fee includes the fee for Software use, maintenance, hosting and Standard Software Support for the first 12 months of the License. Effective on each anniversary of the Effective Date (the “Anniversary Date”), Annual License Fees shall be subject to an increase equal to the lesser of (1) percentage increase in the Consumer Price Index (CPI) for all urban consumers (CPI-U) as published 90 days prior to the Anniversary Date for the preceding 12 month period by the U.S. Department of Labor, Bureau of Labor Statistics or (2) five (5) percent. In the event the CPI reflects a negative adjustment, the annual contract rate will remain flat.
8. Additional User and Hardware Fees
Prior to any use of the deployed Software after Setup, Licensee shall designate a dedicated number of power access users and report-tool users of the Software as detailed in Appendix A, by written advance notice to Ascend of the names of these users (“Pre -designated Users”). Should Licensee wish to designate additional users (“Additional Users” and, collectively with the Pre-designated Users, “Designated Users”), Licensee may do so by both: (a) providing written notice of the names and contact information of each Additional User to Ascend and (b) paying additional fees in advance of each Additional User’s use of the Software unde r the License as detailed in the below table (“User Fees”). In addition, should Licensee wish to increase the processing capacity and/or terabytes of storage for their hosted environment, Licensee may do so by both: (a) providing written notice to Ascend of the desired increase in processing capacity and/or storage space and (b) paying additional fees as detailed in the table below:
Additional Users and Hardware:
DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC B-8
Quantity 1 to 5 6 to 10 11+
Power Users $1,500 $1,400 $1,300
Report Users $1,000 $950 $900
Storage TB $1,000 Per TB regardless of quantity
Processing Capacity Increase $16,500 Estimate Per Increase, Subject to Scoping
9. License Augmentation
If Licensee develops or acquires additional load/assets in their ISO, enters a new RTO/ISO, manages assets/load in a regulated market, or is acquired by acquisition of over 50% of its stock or assets and made part of a larger combined company portfolio (as shown on consolidated financial statements), then Licensee may apply Software to other additional assets/loads or affiliates or divisions owned over 50% by the same owner; Ascend reserves the right to renegotiate the terms of this agreement.
10. Payment of Fees
The total fee for the first License Year of the Initial Term shall be invoiced by Licensor upon full execution of this SLA an d is payable as provided in Section 5 of the Agreement.
Payment for subsequent Annual License Fees shall be due in full on or before the License Expiration date. All other fees including but not limited to Additional License Support Hour fees, Additional User fees, and fees for additional processing capacity and/or TB of storage shall be invoiced as soon as the additional item is requested and shall be due within 30 days following invoice issuance by Licensor. In the event any overdue amount owed by Licensee is not timely paid to Licensor, then in addition to s aid fees and any other amount due, Licensor may impose and Licensee shall pay a late payment charge at the rate of one and a half percent (1.5%) per month on any overdue amount.
11. Warranty of Title
Licensor hereby represents and warrants to Licensee that Licensor is the owner of the Software or otherwise has the right to grant to Licensee the rights set forth in this SLA. In addition to any other remedy that Licensee may be entitled to under applicable law, in the event of breach of the fore going representation and warranty, Licensor shall: i) procure, at Licensor's expense, the right to use the Software, or ii) replace the Software or any part thereof that is in breach and replace it with Software of comparable functionality that does not c ause any breach, or iii) refund to Licensee the full amount of the last Annual License Fee paid by Licensee to Licensor.
12. Limitation on Liability
Except with respect to any breach of this SLA by the Licensee which causes the material loss of Licensor’ s rights in the Software and associated intellectual property or the value thereof, (a) any liability of Licensee and its agents, representatives, officers, employees, contractors, successors and assigns for damages or alleged damages whether arising from breach of this SLA, breach of warranty, tort, or otherwise with respect to the Software and documentation or other products or services provided hereunder, is limited to and will not exceed the aggregate Annual License Fees plus any other amounts then accrued and either paid or due and payable as of the time the claim first arises; (b) any liability of Licensor and its agents, representatives, officers, employees, contractors, successors and assigns for damages or alleged damages whether arising from breach of this SLA, breach of warranty, tort, or otherwise with respect to the Software and documentation or other products or services provided hereunder, is limited to and will not exceed the aggregate Annual License Fees plus any other amounts actually paid by Licensee to Licensor and received by Licensor under this SLA at the time the claim first arises; and (c) neither Party, its affiliates, parent or third party licensors, or their respective agents, representatives, officers, employees, successors and assi gns will be liable to the other under any provision of this SLA for indirect, incidental, special, or consequential damages, including, but not limited to, lost profits or lost savings, even if such Party has been advised as to the possibility of such damages. This Section shall survive termination of this SLA.
Each Party shall give prompt notice to any such claim to the other, without which no indemnity obligation shall accrue. In the event of any third party claim with respect to rights, ownership, and confidentiality of any part of the Software, Licensor shall have the right to control and direct the investigation, defense, and settlement of each such claim. Licensee shall DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC B-9
reasonably assist Licensor in connection with the foregoing; reasonable out -of-pocket expenses incurred by Licensee in providing such assistance shall be reimbursed by Licensor.
13. Warranty
Licensor warrants that the Software will materially conform to the Software documentation. Licensor further warrants that the Software will also materially conform to any agreed functional requirements developed before and during the Software’s set-up pursuant to a fully executed and delivered change order signed by both parties or under subsequent engagements between both parties (“Customizati on”) and that any such requirements are deemed a part of this SLA. Licensor will use Standard Support Hours for Licensee specified customizations and additions and Licensee recognizes that support to address deficiencies with software Customization for Li censee or Licensor modifications beyond the base code of Software are not considered Software faults and automatically fall under the provisions of Section 6 Software Support and Maintenance of this SLA. This provision survives termination of the SLA.
14. Taxes
In addition to all other amounts due hereunder, Licensee shall also pay to Licensor, or reimburse Licensor as appropriate, al l amounts due for sales, use, excise taxes on the Software or other taxes which are measured directly by payments made by Licensee to Licensor. In no event shall Licensor be obligated to pay any tax paid on the income of Licensee or pay for Licensor's privilege of doing business at Licensee’s location or otherwise.
15. Intellectual Property Indemnification
During the term of the License, Ascend shall release, defend, indemnify, and hold harmless Licensee from and against any and all causes of action, claims, damages, liabilities, judgments, settlements, losses, costs, or expenses of any kind, including reasonable attorneys’ fe es, arising out of or related to Ascend’s infringement upon or misuse of the intellectual property rights of any third party. In addition, if the use of the Services infringes or is enjoined, or Ascend believes it is likely to infringe or be enjoined, Ascend may, at its sole option: (a) procure for Licensee the right to continue use of the Services as furnished; or (b) modify the Services to make them non - infringing, provided that they still substantially conform to their original intended use. The intellectual property indemnity provided herein does not apply to the extent (where, but for the following, there would be no infringement) (a) the alleged infringement arises from Licensee’s use of the Software and services not in accordance with this SLA or (b) any unauthorized modification of the Software. Furthermore, no such indemnification shall be provided by Licensee to Licensor for fraudulent or illegal acts or acts of willful misconduct of Licensor in connection wi th activities or Services provided pursuant to this SLA.
This section states Ascend’s sole and exclusive liability and Licensee’s sole remedies for any threatened or actual infringement of proprietary rights.
16. Limitation of Liability
Licensee relies on this Software and results solely at Licensee’s own risk. Licensee is advised to verify Licensee’s answers before basing decisions on outputs from the Software. Licensor is not responsible for problems caused by changes made in the operating characteristics of computer hardware or operating systems, or the interaction of this Software with other software. The provisions of this Section survive termination of the SLA.
17. Notice
Notices or inquiries regarding this SLA must be given in writing to the individuals listed below and sent with si gnature required upon receipt via hand delivery, prepaid certified US Mail, a nationally recognized overnight courier service, or by email. Hand delivered notices will be deemed received upon delivery. Notices sent via an overnight delivery shall be deemed received when the party receiving notice signs or refuses to sign for the document. Notices delivered via email shall be deemed received when sent during the recipient’s normal business hours or on the first business day after being sent if sent by email other than during the recipient’s normal business hours.
If to Licensor:
Gary Dorris
President
Ascend Analytics, LLC
DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC B-10
1877 Broadway Street, Suite 706
Boulder, CO 80302
Email: [email protected]
If to Licensee:
Xxxxxx
xxxxx
18. Governing Law
This SLA shall be construed and enforced in accordance with the laws of Boulder County in the State of Colorado without regard for choice of law principles.
19. Insurance and Taxes
Both parties are responsible for maintaining their own insurance coverage, including, but not limited to health and medical, automobile, homeowners/renters (if any), and comprehensive insurance, which may be required by law in the juris dictions where Ascend does business or performs services to this SLA.
1.1. Terms and Provisions of Policies. All policies of insurance that this Agreement requires Ascend to maintain shall:
1.1.1. provide that, without thirty (30) days’ prior written notice sent to Licensee, they may not be canceled, or non-renewed;
1.1.2. with the exception of worker’s compensation/employer liability insurance and any professional liability insurance/errors and omissions insurance that may be required, be primary to and not excess to or on a contributing basis with any insurance or self -insurance maintained by any additional insured(s);
1.1.3. with the exception of worker’s compensation/employer liability insurance and any profes sional liability insurance/errors and omissions insurance that may be required, be endorsed to name the following as additional insureds: Licensee and its subsidiaries and affiliates; the directors, officers, employees, and agents of Licensee and its subsidiaries and affiliates; and the successors and assigns of all of the foregoing (the “Additional Insureds”);
1.1.4. as to policies required by this Agreement to name additional insureds, provide for severability of interests or cross liability as to all insureds (whether named or otherwise); and
1.1.5. be written on an occurrence basis (except that any professional liability insurance that may be required may be written on a claims -made basis) and issued by insurance carriers reasonably acceptable to Licensee.
1.2. Specific Coverages. Ascend shall maintain the following insurance policies:
1.2.1. Commercial General Liability, on an occurrence basis, with a combined single limit of One Million Dollars ($1,000,000) per occurrence and an annual aggregate limit of Two Million Dollars ($2,000,000). Such policy shall contain a waiver of subrogation endo rsement in favor of the Additional Insureds;
1.2.2. Comprehensive Automobile Liability, with a combined single limit of One Million Dollars ($1,000,000). Such policy shall contain a waiver of subrogation endorsement in favor of the Additional Insureds;
1.2.3. Workers’ Compensation, in statutorily required amount(s), and employer’s liability insurance of not less than One Million Dollars ($1,000,000) for each instance; provided, that if Ascend is not DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC B-11
required by law to, and does not, carry Workers’ Compensation Insurance, Ascend shall execute and deliver to Licensee a Worker’s Compensation Insurance waiver provided by Licensee. Such policies shall contain a waiver of subrogation; and
1.2.4. Umbrella Excess Liability, of not less than Two Million Dollars ($2,000,000). Such cover age shall be on a per “occurrence” basis and shall contain a waiver of subrogation endorsement in favor of the Additional Insureds.
1.3. Insurance Coverage; Miscellaneous . Notwithstanding anything to the contrary in this Agreement, the liabilities of Ascend under this Agreement shall not be terminated, reduced, or otherwise limited by any expiration or termination of insurance coverages.
1.4. Subrogation Waiver. Except as otherwise provided in this Article IV, Licensee and Ascend waive all subrogation rights against (1) each other, and (2) any of the other’s subsidiaries, affiliates, subcontractors (of any tier), agents, and employees for damages caused by fire or other causes of loss to the extent covered by property insurance applicable to the Services.
20. Taxes and Levies. As independent entities, both parties are responsible for their own local, state, federal or other taxes or levies that may be due on the fees paid under this SLA, including Social Security, value added (VAT) and payroll taxes. Such taxes will not be reimbursed by Licensee, nor does Licensee accept any responsibility with respect to non -payment of any such taxes which may be due. 20. Security, Safety and Health Regulations Ascend Analytics agrees to comply with all applicable institutional, local, state and national health and safety regulations when performing any work or services hereunder.
21. Conflicts of Interest
Licensor warrants that there is no conflict of interest or potential conflict of interest between Licensor’s other agreements, if any, and the activities to be performed hereunder, and Licensor shall notify Licensee if a conflict of interest arises.
22. No Assignment
Neither this SLA nor any interest in this SLA may be assigned by Licensee without the prior express written approval of Licensor; provided, however, that this SLA will survive any merger or other acquisition of all of Licensee’s stock or assets.
Should Licensor merge or be acquired by a third -party, the duties of Licensor shall be delegated to the entity resulting from such merger or acquisition. Under no circumstances, whether upon one or more renewals, or change of ownership of Licensor or Licensee, or whether through merger, acquisition, name change, by operation of law or otherwise of Licensor or Licensee, or assign ability or sublicense by Licensee, may Licensor or any of its successors -in-interest impose any new terms and conditions, or change to the pricing terms, including but not limited to with respect to any maintenance agreement or other collateral agreements by and between Licensor and Licensee, whether through written documentation and/or reference to Licensor’s terms and cond itions on-line and/or through Licensor’s website, unless the prior consent of Licensee is obtained or is otherwise expressly provided in any prior contracts between the predecessors -in-interest of Licensee and Licensor.
23. Force Majeure
Neither party sha ll be liable to the other for failure or delay in the performance of any of its obligations under this SLA for the time and to the extent such failure or delay is caused by force majeure such as, but not limited to, riots, civil commotions, wars, freigh t embargo, lock -outs, hostilities between nations, governmental laws, orders or regulations, actions by the government or any agency thereof, storms, fires, sabotages, explosions or any other contingencies beyond the reasonable control of the respective Pa rty and of its sub -contractors (“Force Majeure”). If such Force Majeure events affect a Party’s ability to perform an obligation under this SLA, the affected Party shall immediately inform the other Party of such circumstances together with documents of pr oof, no later than ten (10) business days after having knowledge of the Force Majeure. A Party will be deemed to have invoked Force Majeure from the date when that Party gives written notice of the event of Force Majeure in accordance with this clause. Th e affected Party shall provide to the other Party reports with respect to the Force Majeure at such intervals as the other Party may reasonably request while the Force Majeure continues and the performance of obligations hereunder shall be suspended during , but not longer than, the period of existence of such cause and the period reasonably required to perform the obligations in such cases. The affected Party shall take commercially reasonable steps to mitigate damages, including sourcing products and servi ces from alternative suppliers or DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC B-12
using alternative methods, arising out of the Force Majeure event. The Parties shall have the right to terminate this SLA with written notice should the Force Majeure event last more than 6 months.
24. Final Agreement
This SLA terminates and supersedes all prior understandings or agreements on the subject matter hereof. This SLA may be modified only by a further writing that is duly executed by both parties.
25. Severability
If any term of this SLA is held by a court of competent jurisdiction to be invalid or unenforceable, then this SLA, including all the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
26. Headings
Headings used in this SLA are provided for convenience only and shall not be used to construe meaning or intent.
27. Non-Solicitation
During the term of this SLA and for a period of one (1) year following termination thereof, each Party agrees not to hire, solicit to hire, offer to hire, or in any way employ, engage the services of or otherwise compensate any person, who in the preceding six (6) month period, was employed by the other Party, in the absence of the express written consent of the other Party, unless such solicitation was made generally and not directed at any specific candidate.
28. Hosting of Software and Data
The hosting environment and computing resources are described in Appendix D of this SLA.
The hosting terms are described in Appendix E of this SLA.
29. Authority to enter into this Contract
The undersigned Party representative, by their signature below, represen ts and warrants that they are duly authorized to execute this legally binding SLA for and on behalf of Licensee.
IN WITNESS WHEREOF, Licensor and Licensee have executed this Software License SLA to be effective on the day and year first above written.
[Client] (Licensee) Ascend Analytics, LLC (Licensor)
___________________________________ ______________________________ Signature Signature
__________________________________ ______________________________ Printed Name & Title Printed Name & Title
___________________________________ ______________________________ Date Date
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SCPPA Master Professional Services Agreement Ascend Analytics, LLC B-13
APPENDIX A
TERM SHEET AND DESCRIPTION FOR SOFTWARE LICENSE
The below Term Sheet outlines the specific Software and service offerings granted to Licensee. The Total fee Due in the below table represents the total fee due for the Initial Term, which is [Insert start date and end date of Initial Term] and is further described in Section 7 of the SLA:
Item # Item Offering Fee Select Item
1 SmartBidder License Bid Optimization $4-20k/month, priced on size and complexity
2 PowerSIMM License Ops (Operations) $150-300k
Portfolio Manger $60-185k
Budgeting & Valuation $60-185k
Planner (with ARS) $100-250k
3 Reporting Tools PowerCube Reporting Included in PowerSIMM License Fee
Standard PowerBI
Reporting
Included in PowerSIMM
License Fee
4 Additional Software Features Budget Tracker
$100k
Cascade Hydro $100k
5 Software Users Number of Power-Users Please refer to Section 8 for pricing
Number of Report-Users Please refer to Section 8 for
pricing
6 Additional License Support
Hours
[Include # of additional
hours they are procuring
ahead of time]
T&M
7 Market Intelligence [List ISOs they will have MI
for]
$20-70k
8 Storage (TB) XX TB of Storage Please refer to Section 8 for pricing
Annual License Fee Inclusive of Items 1
through 7 $
9 Additional Activities RFO Evaluation T&M
Resource Planning T&M
Custom Power BI
Reporting T&M
10 One-Time Set Up Fee Ops (Operations) T&M
Portfolio Manger T&M
Budgeting & Valuation T&M
Planner (with ARS) T&M
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TOTAL FEE DUE
Inclusive of Annual
License Fee plus items 8
and 9
$
The below table includes descriptions for items 1 through 8:
# Item Offering Description Use
1 PowerSIMM
License
Ops (Operations) PowerSIMM Ops allows for the
ingestion of daily updates to rolling
14-day+ weather and load forecasts
for portfolio risk management in
the time horizon that expected
weather is more transparent and
expected to be non-normal. Runs
can be deterministic, discrete stress
tests or stochastic with variability
driven by measured weather
forecast error.
Short-term portfolio risk management
and portfolio balancing operations.
Risk valuation, positions, and P&L
projections updated daily or ad hoc to
represent the best estimates of short-
term portfolio performance.
Portfolio Manger PowerSIMM Portfolio Manager is
designed to analyze and manage
risk in the “term” position from
approximately 1 month to 5 full
calendar years out. PowerSIMM
Portfolio Manager can facilitate
Customer to “lock-in” profits /
preserve margin in alignment with
performance metrics / budget
forecasts, maintain competitive
advantage through periods of
adverse market conditions, and
generate profits through dynamic
hedging and DER dispatch.
Simulation Engine
• Forecasted Monthly Forward
Prices for Energy
• Weather
• Load
• Spot Prices
• Renewables (Wind & Solar)
Simulation of wind and solar
production based on weather to
align volumetric uncertainty of
production with load and market
prices.
Portfolio Management
Output of PowerSIMM portfolio
variables for term analytics:
Portfolio Manager analysis allows you
to value and evaluate impact of new
projects for simulations horizon of up
to 5 full forward calendar years into
the future.
PowerSIMM functionality allows you
to assess hedge transactions of various
types and their relative risk reduction
value to the portfolio including:
• Swaps
• Shaped fixed-price swaps
• Futures
• Call/Put options
• Daily call/put options
• CRRs Analysis
• Term portfolio management
(defined as simulations horizon from
prompt month to 12 years)
• Model cost to serve load with
market interactions and transmission
constraints
• Integrated portfolio modeling for
physical assets, power purchase
agreements, loads, and contracts
Commodities Modeled
• Power
• Natural Gas
• Oil
• Coal
• Emissions (CO2, NOx, SO2)
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SCPPA Master Professional Services Agreement Ascend Analytics, LLC B-15
# Item Offering Description Use
• Generation Modeling (thermal,
hydro, pumped hydro, renewables,
etc.)
• Fuel Modeling
• Cost of Supply
• Hourly marginal cost of supply
• Ancillary service modeling
• Transmission modeling, inclusive
of losses and fees.
PowerSIMM Portfolio Manager
provides insight into the impact of
both physical operations and
system costs.
Analytic Framework
• Dispatch optimization
• Validation reporting
• Job management system
• RECs
• Ancillaries
• Other Asset Related Components
Assets Modeled
• Thermal
• Renewables
• Hydro
• Batteries (hourly)
• Contracts
• Transmission
Spot & Forward/Forecast Prices
• Markets for energy and ancillaries
• Ascend will harvest ISO and market
prices
Budgeting &
Valuation
An extension of Portfolio Manager
to run studies for longer periods
(e.g. 10-year budgets and 20-year
asset valuations) beyond the
portfolio risk management horizon.
Extended budget and/or longer run
asset valuation studies from calendar
year 6-20 depending on use case.
Ability to run stochastics for budget or
valuation uncertainty and pull
iteration detail or s-stats for proper
statistical measure over longer periods
for probability-based decision analytics
around commercial budget and asset
commercial valuation.
Planner (with
ARS)
Simulation Engine
• Forecasted Monthly Forward
Prices for Energy
• Weather
• Load
• Spot Prices
• Renewables (Wind & Solar)
Simulation of wind and solar
production based on weather to
align volumetric uncertainty of
production with load and market
prices.
Portfolio Planning
Output of PowerSIMM portfolio
variables for long term analytics:
• Generation Modeling (thermal,
hydro, pumped hydro, renewables,
etc.)
Analysis
• Long term resource planning
(defined as simulations horizon of up
to 30 years)
• Ability to value and evaluate impact
of new projects
• Model cost to serve load with
market interactions and transmission
constraints
• Integrated portfolio modeling for
physical assets, power purchase
agreements, loads, and contracts
Commodities Modeled
• Power
• Natural Gas
• Oil
• Coal
• Emissions (CO2, NOx, SO2)
• RECs
• Ancillaries
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SCPPA Master Professional Services Agreement Ascend Analytics, LLC B-16
# Item Offering Description Use
• Fuel Modeling
• Cost of Supply
• Market Purchase & Sales
• Hourly marginal cost of supply
• Ancillary service modeling
• Transmission modeling, inclusive
of losses and fees.
PowerSIMM Planner will provide
insight into the impact on both
physical operations and system
costs.
Analytic Framework
• Dispatch optimization
• Validation reporting
• Job management system
• Other Asset Related Components
Assets Modeled
• Thermal
• Renewables
• Hydro
• Batteries (hourly)
• Contracts
• Transmission
Spot & Forward/Forecast Prices
• Markets for energy and ancillaries
2 Reporting
Tools
PowerCube
Reporting
Portfolio Planning Output
• OLAP cube reporting to Excel
• OLAP cube export to the PowerBI
Dashboard
Complete relational data cube
which is seamlessly integrated into
Microsoft Excel and Microsoft
PowerBI.
Analysis
• Output reporting for distribution of
standard reports, generation of ad-hoc
reports, and drill down to examine
individual portfolio components to
hourly level.
• Ascend can support the
development of custom risk metric
variables & custom reporting.
• Access to simulation data for
counterparty credit risk.
Standard PowerBI
Reporting
Live Cube Reporting directly to
standard PowerBI reports for
default PowerSIMM output
Managerial Reporting output for
portfolio reporting
3 Additional
Software
Features
Budget Tracker
Ingestion of actual client portfolio
load and asset performance
supplemented by harvested ISO
price data and customer line-item
ISO expenses used for ‘shadow’
settlement and overwritten
backcast data with actuals for client
Ability to continuously track YTD and
MTD performance married with BalMo
and BalYear re-forecasts to generate
pro forma projections to compare to
prior budget or forecast benchmarks.
Cascade Hydro PowerSIMM Modules for complex
Cascade hydro systems, inclusive of
initial configurations, constraints
and client specific validations
Modeled cascade hydro in addition to
standard hydro for portfolio risk,
budgeting, valuation or planning
exercises consistent with selected
PowerSIMM use cases and study
horizons.
4 Software
Users
Number of
Power-Users
Power-Users have full access to
Licensee’s environment in
PowerSIMM, including access to
view and edit Licensee’s configured
models and reports
Reporting output access, rights and
permissions for item and portfolio
modification, along with ability to run
studies at the discretion of the client
administrative user.
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# Item Offering Description Use
Number of
Report-Users
Report-Users only have access to
reports in Licensee’s PowerSIMM
environment
Read-only PSV UI access, access to
PowerBI and PowerCube
5 Additional
License
Support Hours
Specific Offering
as detailed in
Licensee’s Term
Sheet
Please see Section “6. Software
Support and Maintenance”, of the
SLA for the full definition and
explanation of “Additional License
Support Hours”
Hours of support available for use for
product support, feature
development, training, analyst task
augmentation, SME contribution or
other engagement with Ascend
6 Market
Intelligence
Specific Offering
as detailed in
Licensee’s Term
Sheet
Since the fundamentals of energy
supply are rapidly changing, Ascend
provides long-term forecasts of key
input prices based on our market
analysis and fundamental modeling.
Ascend Market Intelligence includes
30+ years of forecasts for:
• Monthly on-peak, off-peak
power, gas, and carbon prices
• Implied heat rates
• Power price volatility
• Power price shape changes (i.e.
duck curve)
• RT Price Volatility
On a bi-annual basis, Ascend
conducts market analysis of ISOs to
forecast the supply stacks for each
market over time. Ascend also
provides forecasts of price volatility
for hourly and sub-hourly prices as
a function of market fundamentals,
particularly the penetration of
renewables and battery storage on
the system.
Long-Run Equilibrium Analysis
Use long-run equilibrium analysis to
determine power price levels that will
support the entry of a new capacity
entrant, either a stand-alone battery
or RICE unit, allowing for normal
returns. This allows Licensee to fine
tune expectation of long-run power
prices to fit the emerging energy
paradigm driven by renewables as
baseload paired with flexible capacity
and storage for integration.
Utilize long-term forecasts of nodal
prices at major CAISO, ERCOT and SPP
trading hubs. Incorporate into long-
term planning and resource selection
processes.
7 Storage (TB) Specific Offering
as detailed in
Licensee’s Term
Sheet
This is the initial amount of storage
allocated for use by Licensee.
Additional storage may be
purchased in the future at the rate
established in Section “8. Additional
User and Hardware Fees” of the
SLA
Additional space for data retention
8 Additional
Activities
RFO Evaluation
Should Licensee choose this option,
the specific description will be
subject to scoping
Valuation with risk premium of, and
screening comparison of, resources for
potential procurement selection.
Resource
Planning
Should Licensee choose this option,
the specific description will be
subject to scoping
Analyst and SME support for task
order activity in support of client
Resource Planning activities.
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SCPPA Master Professional Services Agreement Ascend Analytics, LLC B-18
# Item Offering Description Use
Custom Power BI
Reporting
Should Licensee choose this option,
the specific description will be
subject to scoping
Power BI Reports customized for
Licensee by Ascend Analytics and
incorporated into PowerSIMM with
live data cube connection based on
Licensee’s specifications (subject to
the limitations of PowerBI)
DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC B-19
APPENDIX B
POWERSIMM VALIDATION CRITERIA
Validation criteria for Setup of PowerSIMM. Ascend shall use the following criteria for validating the features included in this proposed license, and Licensee shall use the same criteria during User Acceptance Testing (UAT). The tests will include only the functionality in the approved functional specifications. The tests will be conducted by Licensee business users, who have attended training sessions and participated as members of the project team. Any additional criteria and/or tests not included in this Appendix must be approved by both Ascend and Licensee prior to use in User Acceptance Testing.
Module Attribute Information Used to
Evaluate Expectation
Load Loads to be validated will be identified prior to Setup.
Seasonal load profile Confidence intervals
for daily average load
by month
Simulated confidence intervals at
percentiles 5 and 95 reasonably match
historical confidence intervals at the
monthly level, on an around the clock
basis (ATC).
Hourly load profile Confidence intervals
for hourly load
Simulated confidence intervals at
percentiles 5 and 95 reasonably match
historical load shapes at the monthly
level, ATC.
Expected load (MWh) Mean simulated load
by month
Simulated mean monthly values match
forecasted monthly values for expected
energy.
Expected Peak Demand Mean simulated peak
demand by month
Simulated mean monthly values match
forecasted monthly values for peak
demand.
Renewables Renewable Assets to be validated will be identified prior to Setup.
Seasonal generation profile Confidence intervals
for daily average
generation by month
Simulated confidence intervals at
percentiles 5 and 95 reasonably match
historical confidence intervals at
monthly level, ATC
Hourly Generation profile Confidence intervals
for hourly Generation
Simulated confidence intervals at
percentiles 5 and 95 reasonably match
historical generation shapes at the
monthly level, ATC.
Expected Generation
(MWh)
Mean simulated
generation by month
Simulated mean monthly values match
forecasted monthly values for expected
energy.
Expected Peak Generation Mean simulated peak
generation by month
Simulated mean monthly values match
forecasted monthly values for peak
generation.
Capacity Limits Maximum generation
by asset
Simulated energy shall not exceed
capacity limit for any hour.
Co-Simulation: Correlation
with weather and load
Simulated hourly wind
generation
Correlations between hourly wind
generation, weather, and load
reasonably match those of the
historical record.
Forward prices to be validated will be identified prior to Setup.
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Forward
Price
Uncertainty in future prices Confidence intervals
by delivery month
Simulated forward price monthly
volatility matches input monthly
volatility values.
Correlation of related
commodities
Simulated correlation
matrix
Positive semi-definite input matrix
matches simulated positive semi-
definite output matrix using a PCA-
based similarity test with a 0.9
similarity on average (including
confidence intervals of estimation).
No arbitrage Mean simulated
forward price by
delivery month
Mean simulated monthly price equals
current market expectation for each
delivery month.
Sampling of Forward
Simulations
Net Revenue/Gross
Margin at Risk
Ascend will determine the sufficient
number of forward sims to achieve +/-
25% confidence interval for Net
Revenue at the 5th percentile (Gross
Margin at Risk) at the annual level.
Spot Price Spot/basis prices to be validated will be identified prior to Setup.
Seasonal spot price profile Expected profile
converges to input
profile (either
historical profile or
user-defined) by
month
Simulated hourly price shape
reasonably matches input mean price
by month.
Seasonal change in
correlation of related
commodities.
Simulated hourly heat
rate confidence
intervals by month.
Simulated confidence intervals at
percentiles 5 and 95 reasonably match
historical confidence intervals by
month, ATC.
No arbitrage Mean simulated spot
price by delivery
month
Mean monthly simulated spot price
equals the mean simulated forward
price of the same commodity for all
months.
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APPENDIX C
[INTENTIONALLY LEFT BLANK]
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APPENDIX D
HOSTING ENVIRONMENT
Ascend operates within a high -availability and fault -tolerant environment, providing access both internally and externally to a wide array of applications. The high-availability requirement provided to external systems requires a strict security policy to ensure the integrity of data and systems within the infrastructure.
The current configuration of the Licensee hosted environment will include adequate processing capabilities and TB of total storage across environments as allocated to Licensee. This configuration may have differing performance standards based on portfolio settings, study parameters, reporting details, or other user defined criteria.
Additional processing capacity and storage can be purchased at the rates established in the table in Section 8.
Additional User and Hardware Fees, of the SLA.
Ascend periodically updates its ne twork requirements for hosted clients and reserves the right to maintain the Software using comparable or better computing resources, network infrastructure, user access tools, or other technical items.
Ascend provides an all-inclusive hosting service, whereby Ascend purchases and maintains hardware, any third-party software, and delivers complete hosting services, weekly back -up of input data, recovery of back -up data upon availability of replacement equipment, and a 99.99% historical availability rate. Ascend’s hosted solution utilizes a redundant RAID array enabling failure of a hard disk to immediately switch over to the redundant disk without loss of data. Ascend utilizes a Real Application Cluster enabling the data to be accessed without a single point of failure to a database server. Critical modeling data is set to back -up off-site in our corporate datacenter in Bozeman MT, with a minimum duration between back -ups of thirty (30) days. There is an additional charge for disaster re covery.
The colocation datacenter hosting Ascend’s solution is SSAE 16 SOC LEVEL II and HIPAA HI-TECH compliant.
The system architecture consists of three primary components:
1) Analytic computing workstations
a. Performs all the data analysis and manipulation running compiled code 2) OLAP Cube server
a. Running MSSQL Analysis Services supported by RAID array storage system 3) Oracle database
a. Storage of all input and output data supported by RAID array storage system
External Access/Connectivity
Ascend Analytics has a hardware redundant internet connection through enterprise level firewall devices in the Datacenter and additional firewall devices at branch offices. There are 2 primary methods allowing access to internal resources when users are in sites not physically connected to an Ascend Analytics site.
1. VPN Tunnel
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- Preferred connectivity is through a site-to-site VPN Tunnel. The tunnel is created with pre-determined services available on both sides, allowing for a seamless interface for users and applications.
2. Connectivity through a major manufacture’s software package - Setup of a web portal to run various services and applications within the Ascend network. Typically the allowed resources will include the PowerSimm application, an Ascend supported web browser, and the remote desktop connection for direct access to internal servers.
Ascend provides a network connectivity between all servers and workstations. Ascend provides high bandwidth to the World Wide Web for hosted deployments. If the client elects to self -host, it is assumed that network reliability and performance will be maintained by the client to meet these standards.
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SCPPA Master Professional Services Agreement Ascend Analytics, LLC C-2
APPENDIX E
HOSTING SERVICES
1. Definitions: For the purposes of this Appendix E, the following terms shall have the meaning described below.
Terms not otherwise defined in this Appendix E shall have the meaning as defined in the SLA.
“Computing Resources” are the computers being used to deliver Software to Licensee under this Agreement, that correspond to the job processing performance and har dware specifications listed in the scoping document.
“Hosting Environment” shall mean the Hosting Facility (together with suitable telecommunications connectivity, power and HVAC – Heating, Ventilation and Air Conditioning), telecommunications and network monitoring, the Computing Resources, and other physical infrastructure used by Licensor to provide the Hosting Services.
“Hosting Facility” is located at 3470 Gabel, Billings, Montana and 101 E Mendenhall, Suite A, Bozeman, Montana, or other suitable facility selected by Licensor at its sole discretion.
“Hosting Services” shall mean the services described in paragraph 2 (Hosting Services) below.
2. Hosting Services. During the License Term, Licensor will provide the following Hosting Services to Licensee:
a) Deploy, host and maintain the Software in the Hosted Environment; b) Provide Licensee with 24 hour, 7 days per week access to the Software through the Hosted Environment; c) Maintain the Computing Resources in a manner designed to ensure proper functioning and availability of the Software;
d) Maintain the Hosting Environment in accordance with generally accepted industry practices, methods and techniques;
e) Monitor the Hosting Environment utilizing a monitoring system that will provide notification of any critical problems with the Hosting Environment;
f) Provide internet bandwidth for connection to the Computing Resources through a high -availability commercial provider, with a 99.99% core network reliability; g) Provide Licensee with no less than 48 hours advance notice of discretionary maintenance that could impact availability of the Software;
h) Licensee shall daily back-up Licensee input and analytic study settings, in the form of meta-data as off-site back-up;
i) Repair or replace any failed Computing Resource at no cost to Licensee.
3. Performance Standard for Hosting Services. Licensor shall use commercially reasonable efforts to provide the Hosting Services on a twenty-four (24) hours a day, seven (7) days a week basis throughout the term of this Agreement. Notwithstanding any contrary provision in this SLA, Licensor shall have no obligation to provide Hosting Services to the extent prevented or impaired by any of the following (collectiv ely, "Downtime Exceptions"):
a) Actions of the Licensee or others authorized by Licensee to use the Hosting Service under the Agreement; b) Periodic maintenance procedures or repairs that Licensor or any third party network or power provider may undertake from time to time;
c) Any Force Majeure Event or other causes beyond the control of Licensor or that are not reasonably foreseeable by Licensor, including, without limitation, interruption or failure of telecommunication or DocuSign Envelope ID: 58AA3681-23D2-4D6A-92C2-FE9CDF5952D1
SCPPA Master Professional Services Agreement Ascend Analytics, LLC C-3
digital transmission links, hostile network attacks, network congestion, power failure or other failure of any network internet infrastructure now owned or managed by Licensor, denial of service attack, hacker activity, or other malicious event or code targeted against Licensor or Licensee by an y third party; or d) Periods in which Licensee has scheduled upgrades or downgrades to the Computing Resources.
4. Maintenance Standards. Licensor shall maintain the Hosting Environment in accordance with current generally accepted industry practices, methods and techniques. Licensor shall be responsible for Software maintenance and updates to virus protection, system files, operating systems, the Software, Oracle databases, SAS, and MS Office.
Notwithstanding any contrary provision herein, license costs for SAS (including without limitation costs for any annual maintenance and subscription, upgrades or updates thereof) will be borne solely by Licensee, whether procured independently by Licensee or through Licensor. Subject to the foregoing, Licensor will maintai n versions of software on the Computing Resources. Licensor will install and maintain Oracle, SAS, and MS Office software onto the hosted Computing Resources (including any upgrades or updates).
5. Hosting Fees. The Annual Hosting Fee is included in the Annual License Fee.
6. Limited Named Users. For the purposes of the Hosting Services, named users are defined as either Software Full Access Users or Reporting Tool Users. Licensee agrees to furnish Licensor with user information for named Software users and to regularly maintain and update this information. For the purposes of the Hosting Services, Licensee shall not exceed the number of Software users described in Appendix A.
7. No Unlawful Use. Licensee shall not use the Hosting Services for the transmission of spam (unsolicited commercial messages or communications in any form) or for the transmission of material in violation of applicable laws or regulations. This includes, but is not limited to, unauthorized transmission of copyrighted material, material protected by trade secret, or material that is otherwise deemed to be proprietary.
8. Security Representation. Licensor represents that the Hosting Environment, the Hosting Services and security practices used by Licensor shall meet or exceed generally accepted trade practice in the industry to appropriately safeguard the Hosting Environment, Software and Licensee's data against unauthorized access and/or interference by third parties, intrusion, theft, destruction, loss or alteration. Licensor represents that its underlying operating system and network security controls meet or exceed generally accepted trade practice in the industry to ensure the confidentiality and integrity of the Software and Licensee's data.
In the event that a security threat occurs or is believed to have occurred, and/or the Hosting Environment or Licensee's data is disabled, lost, corrupted, destroyed, or otherwise compromised (an "Incident"), Licensor or Licensee, as applicable, shall immediately notify the other Party of the Incident, including, in reasonable detail, the potential impact on the other Party of the Incident and the corrective action taken or to be taken by the applicable Party. Licensee understands that it is solely responsible for notifying Licensor in writing of Licensee staff changes that impact security and user access.
9. Site Visits. Licensor shall permit Licensee to visit the Hosting Facility on reasonable prior notice and subject to Licensee's compliance with Licensor security procedures. In addition, if the nature and scope of a visit requires the participation of Licensor personnel outside of the normal parameters included with a site visit, Licensee shall pay hourly Time & Materials rates for the time spent by Licensor personnel in connection with the visit.
10. Disaster Recovery. In the event of a catastrophic event that requires disaster recovery, Licensor shall work in cooperation with the Licensee to expeditiously establish a new computing environment to op erate the Software.
Licensor will make all reasonable efforts to restore basic Licensee data with limited Software functionality as soon as reasonably possible and then continue to work to restore full Software functionality. Licensee understands that physical hardware availability in the event of a catastrophic event may be constrained and this will limit Licensor’s ability to set up a new Hosting Environment within a specific time period.
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