Silicon Valley Clean Energy V3

SILICON VALLEY CLEAN ENERGY V3/

Courtenay C. Corrigan, Chair Silicon Valley Clean Energy Authority Town of Los Altos Hills Board of Directors Meeting Wednesday, March 14, 2018 Margaret Abe-Koga, Vice Chair 7:00 pm City of Mountain View Cupertino Community Hall Liz Gibbons 10350 Torre Avenue City of Campbell Cupertino, CA

Rod Sinks AGENDA City of Cupertino

Daniel Harney Call to Order City of Gilroy

Roll Call Jeannie Bruins City of Los Altos Public Comment on Matters Not Listed on the Agenda Rob Rennie Town of Los Gatos The public may provide comments on any item not on the Agenda. Speakers are limited to 3 minutes each.

Marsha Grilli City of Milpitas Consent Calendar (Action)

Burton Craig 1a) Approve Minutes of the February 14, 2018, Board of Directors Meeting City of Monte Sereno 1b) Customer Program Advisory Group Report

Steve Tate 1c) January 2018 Treasurer Report City of Morgan Hill 1d) Authorize CEO to Execute Agreement with Maher Accountancy for Dave Cortese Accounting Services County of Santa Clara 1e) Authorize CEO to Execute Amended Engagement Letter Clarifying Not-

Howard Miller to-Exceed Amount per Fiscal Year, and a New Letter of Engagement For City of Saratoga Services Related to the 2017 Renewables RFO, with Troutman Sanders LLP Nancy Smith City of Sunnyvale 1f) Approve Amendment to FP1, Accounting Policy, to Remove Mention of Finance and Audit Committee and Replace with Audit Committee and Finance and Administration Committee

1g) Approve Amended SVCE Legislative Platform

Regular Calendar svcleanenergy.org 2) Adopt Resolution to Approve SVCE Rate Schedules effective April 1, 333 W El Camino Real Suite 290 2018 (Action) Sunnyvale, CA 94087 3) 2018 SVCE Mid-Year Budget (Action)

Page 1 of 2

Pursuant to the Americans with Disabilities Act, if you need special assistance in this meeting, please contact the Clerk for the Authority at (408) 721-5301 x1005. Notification 48 hours prior to the meeting will enable the Authority to make reasonable arrangements to ensure accessibility to this meeting. (28 CFR 35.105 ADA Title II). SILICON VALLEY CLEAN ENERGY V3/

Courtenay C. Corrigan, Chair 4) Authorize CEO to Execute Agreement with Freelance Media Buying for Town of Los Altos Hills Media Strategy, Media Planning and Buying Services (Action)

Margaret Abe-Koga, Vice Chair 5) CEO Report (Discussion) City of Mountain View 6) Executive Committee Report (Discussion)

Liz Gibbons 7) Finance and Administration Committee Report (Discussion) City of Campbell 8) Legislative Ad Hoc Committee Report (Discussion)

Rod Sinks City of Cupertino Board Member Announcements and Direction on Future Agenda Items

Daniel Harney City of Gilroy Adjourn

Jeannie Bruins City of Los Altos

Rob Rennie Town of Los Gatos

Marsha Grilli City of Milpitas

Burton Craig City of Monte Sereno

Steve Tate City of Morgan Hill

Dave Cortese County of Santa Clara

Howard Miller City of Saratoga

Nancy Smith City of Sunnyvale

svcleanenergy.org

333 W El Camino Real Suite 290 Sunnyvale, CA 94087

Page 2 of 2

/tt\ SILICON VALLEY CLEAN ENERGY Vi/ Silicon Valley Clean Energy Authority Board of Directors Meeting Wednesday, February 14, 2018 7:00 pm

Cupertino Community Hall 10350 Torre Avenue Cupertino, CA

DRAFT MINUTES

Call to Order

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

Roll Call

Present: Chair Rob Rennie, Town of Los Gatos Director Courtenay C. Corrigan, Town of Los Altos Hills (arrived at 7:08 p.m.) Director Steve Tate, City of Morgan Hill Director Nancy Smith, City of Sunnyvale Director Margaret Abe-Koga, City of Mountain View (arrived at 7:05 p.m.) Director Howard Miller, City of Saratoga Director Rod Sinks, City of Cupertino Director Liz Gibbons, City of Campbell Director Jeannie Bruins, City of Los Altos Director Burton Craig, City of Monte Sereno Director Marsha Grilli, City of Milpitas (arrived at 7:05 p.m.)

Absent: Vice Chair Daniel Harney, City of Gilroy Director Dave Cortese, County of Santa Clara

Public Comment on Matters Not Listed on the Agenda

No speakers.

Consent Calendar

Director Sinks requested to pull Items 1b and 1e.

Chair Rennie opened public comment for those wishing to pull an item from the consent calendar. No speakers. Chair Rennie closed public comment for those wishing to pull an item from the consent calendar.

Page 1 of 7

Item 1a

MOTION: Director Miller moved and Director Gibbons seconded the motion to approve the Consent Calendar with the exception of Items 1b and 1e.

The motion carried unanimously with Vice Chair Harney, Director Abe-Koga, Director Corrigan, Director Cortese, and Director Grilli absent.

1a) Approve Minutes of the January 10, 2018 Board of Directors Meeting 1c) Approve 2018 Update to Annual Energy Use and Voting Shares as Required by SVCE Joint Powers Agreement 1d) Customer Program Advisory Group Report 1f) December 2017 Treasurer Report 1g) Approve Amendment to Power Supply FY 2017-18 Budget 1h) Approve Amended Accounting Policy to Remove Sarbanes-Oxley Act

1b) Adopt Resolution Commending Director Griffith or His Dedicated Service to SVCE

MOTION: Director Sinks moved and Director Smith seconded the motion to adopt Resolution 2018-03, commending Director Griffith for his dedicated service on the SVCE Board of Directors for 2016 and 2017, with a change to the second Whereas line to indicate Director Griffith played a pivotal role as a Councilmember in the City of Sunnyvale in promoting community clean energy in Santa Clara County and forming SVCEA with his City as a member.

Chair Rennie opened public comment. No speakers. Chair Rennie closed public comment.

The motion carried unanimously with Vice Chair Harney and Directors Corrigan and Cortese absent.

1e) Authorize CEO to Approve Agreement with Freelance Media Buying for Media Strategy, Media Planning and Media Buying

Community Outreach Manager Pamela Leonard and Director of Marketing and Public Affairs Alan Suleiman responded to Board questions regarding details of the agreement. Manager of Account Services Don Bray provided additional information on community outreach efforts for commercial customers.

Board members requested clarification on the hourly rate of the vendor, specifics of what the contract covers, outreach strategy with a focus on Milpitas, and circulation information for local papers where advertising would be purchased prior to approving the proposed agreement. The Board requested Staff bring the agreement back after revisiting the requests.

MOTION: Director Sinks moved and Director Miller seconded the motion to defer approval of the contract to March 2018.

Chair Rennie opened public comment. No speakers. Chair Rennie closed public comment.

The motion carried with Director Smith dissenting, and Vice Chair Harney and Director Cortese absent.

Page 2 of 7

Item 1a

Regular Calendar

2) Financial Audit Report (Discussion)

Interim CEO Don Eckert introduced Brett Bradford of Pisenti & Brinker, LLP who presented a PowerPoint presentation on the results of the Financial Audit Report. Bradford and Interim CEO Eckert responded to Board questions.

Chair Rennie opened public comment. No speakers. Chair Rennie closed public comment.

Director Miller noted direction to Staff to begin preparation for a Comprehensive Annual Financial Report (CAFR) for the future; Interim CEO Eckert provided a target date of three years.

MOTION: Director Miller moved and Director Bruins seconded the motion to accept the year-end Financial Statements and the Independent Auditor’s Report for the period ended September 30, 2017, and 2016, and June 30, 2016.

The motion carried unanimously with Vice Chair Harney and Director Cortese absent.

3) Elect Chair and Vice Chair

Chair Rennie announced there were two letters of interest submitted for the position of Chair from Director Corrigan and Director Bruins, and opened nominations from the floor for Chair.

Director Miller nominated Chair Rennie to serve as Chair for 2018; following discussion, Chair Rennie accepted the nomination.

Director Bruins provided brief comments regarding her interest in serving as Chair.

Director Corrigan provided brief comments regarding her interest in serving as Chair.

Chair Rennie opened public comment. No speakers. Chair Rennie closed public comment.

VOTE FOR THE POSITION OF CHAIR (1st Vote):

Director Corrigan: Rennie Director Tate: Bruins Director Smith: Corrigan Director Abe-Koga: Corrigan Director Miller: Rennie Director Sinks: Corrigan Chair Rennie: Corrigan Director Gibbons: Bruins Director Bruins: Bruins Director Craig: Corrigan Director Grilli: Bruins

General Counsel Greg Stepanicich reported four votes for Bruins, five votes for Corrigan, and two votes for Rennie.

Page 3 of 7

Item 1a

As there were not at least seven votes for one nominee, Chair Rennie announced the Board would proceed with a second vote for the position of Chair with Directors Bruins and Corrigan as candidates.

VOTE FOR THE POSITION OF CHAIR (2nd Vote):

Director Corrigan: Corrigan Director Tate: Bruins Director Smith: Corrigan Director Abe-Koga: Corrigan Director Miller: Bruins Director Sinks: Corrigan Chair Rennie: Corrigan Director Gibbons: Bruins Director Bruins: Corrigan Director Craig: Corrigan Director Grilli: Corrigan

With eight votes for Corrigan and three votes for Bruins, Chair Rennie announced Director Corrigan had been selected as Chair.

Chair Rennie announced there were two letters of interest submitted for the position of Vice Chair from Director Abe-Koga and Director Miller, and opened nominations from the floor for Vice Chair; no additional nominations were made.

Director Abe-Koga provided brief comments regarding her interest in serving as Vice Chair.

Director Miller provided brief comments regarding his interest in serving as Vice Chair.

VOTE FOR THE POSITION OF VICE CHAIR:

Director Corrigan: Abe-Koga Director Tate: Abe-Koga Director Smith: Abe-Koga Director Abe-Koga: Abe-Koga Director Miller: Abe-Koga Director Sinks: Miller Chair Rennie: Miller Director Gibbons: Abe-Koga Director Bruins: Miller Director Craig: Miller Director Grilli: Abe-Koga

Board Clerk Andrea Pizano reported seven votes for Abe-Koga and four votes for Miller; Chair Rennie congratulated Director Abe-Koga on her appointment of Vice Chair.

Following selection of the Chair and Vice Chair, newly appointed Chair Corrigan took Director Rennie’s seat and presided over the remainder of the meeting.

4) Establish an Audit Committee and Finance Committee

Interim CEO Eckert introduced the item and responded to Board questions. The Board discussed separating the Audit and Finance Committee, composition of each group, and the process for appointing a city staff person to serve on a committee.

Page 4 of 7

Item 1a

Chair Corrigan opened public comment. No speakers. Chair Corrigan closed public comment.

MOTION: Director Bruins moved and Director Gibbons seconded the motion to establish a separate Audit Committee and a separate Finance and Administration Committee; adopt finance policies FP1A and FP1B with a modification of FP1B retitled to ‘Finance and Administration’ committee; indicate in both policies under section three, Committee Membership, eligible members include Board members, Alternate Board members or city staff person; include there will be no alternates in the committee function, and no one City can occupy more than one seat.

The motion carried unanimously with Vice Chair Harney and Director Cortese absent.

5) Appoint Board Committee Members

Chair Corrigan introduced the item; Board members discussed individual interests in serving on each committee.

Board Clerk Andrea Pizano summarized Board interests in the following committees:

Executive Committee Chair Corrigan Vice Chair Abe-Koga Director Gibbons Director Sinks Director Smith

Audit Committee Chair Corrigan Director Bruins Director Grilli

Finance and Administration Committee Director Craig Director Gibbons Director Miller Director Rennie Placeholder for a County representative

Legislative Ad Hoc Committee Vice Chair Abe-Koga Director Rennie Director Sinks Director Smith Director Tate

MOTION: Director Miller moved and Director Rennie seconded the motion to approve committee appointments as summarized by Staff.

The motion carried unanimously with Directors Cortese and Harney absent.

6) Appoint Board Treasurer/Auditor and Board Secretary

Interim CEO Eckert introduced the item.

Page 5 of 7

Item 1a

MOTION: Director Bruins moved and Director Miller seconded the motion to appoint Don Eckert, SVCE Director of Admin and Finance, as the Board Treasurer/ Auditor and Andrea Pizano, Board Clerk/Executive Assistant, as the Board Secretary.

The motion carried unanimously with Directors Cortese and Harney absent.

The Board was in consensus to move the annual appointments of Board Treasurer/Auditor and Board Secretary to the consent calendar going forward.

Chair Corrigan opened public comment. No speakers. Chair Corrigan closed public comment.

7) Executive Committee Report (Discussion)

Director Rennie reported the Executive Meeting scheduled for January 23 had been cancelled and the next regularly scheduled meeting would be Tuesday, February 27, at 11:30 a.m.

Chair Corrigan opened public comment. No speakers. Chair Corrigan closed public comment.

8) CEO Report (Discussion)

Interim CEO Eckert provided a report which included updates on a short-term power supply request for offers (RFO) issued on January 30, the long-term joint RFO with Monterey Bay Community Power, billing services with PG&E, a status update on the non-release of PG&E rates and the plan for SVCE rates, and reports on the Customer Program Advisory Group and CalCCA Board meetings. Community Outreach Manager Leonard and SVCE Climate Corp Fellow Victoria Yu presented a “How to Read your Bill” video and responded to Board questions.

Manager of Regulatory and Legislative Affairs Hilary Staver provided a regulatory and legislative update and responded to Board questions. Directors requested Staff look into a closed session regarding legislative strategies; General Counsel Stepanicich noted he would work with Staff to determine if the discussion topic would fall within requirements for a closed session.

Chair Corrigan opened public comment. No speakers. Chair Corrigan closed public comment.

9) Audit and Finance Committee Report (Discussion)

Interim CEO Eckert noted the main topics of discussion from the Audit and Finance Committee had been covered in previous agenda items, and the newly formed Finance and Administration Committee would meet in early March to discuss investments, mid-year budget, and select a Chair and Vice Chair.

10) Legislative Ad Hoc Committee Report (Discussion)

Director Sinks, Chair of the Legislative Ad Hoc Committee, reported the Legislative Ad Hoc Committee met, recognized legislative challenges, and felt it would be appropriate to meet in closed session.

Page 6 of 7

Item 1a

11) Commercial Peak Day Pricing Transition Program (Discussion)

Manager of Account Services Don Bray introduced the item and Account Representative John Supp; Account Representative Supp presented a PowerPoint presentation and responded to Board questions. Manager of Account Services Bray provided additional information regarding demand response data.

12) SVCE 2018 Rates (Discussion)

Interim CEO Eckert reported PG&E rates had not yet been released and therefore there would be no discussion.

13) Launching Milpitas June 2018 (Discussion)

Interim CEO Eckert presented the item and responded to Board questions.

Board members requested an informational overview of Milpitas enrollment from Staff via email.

Board Member Announcements and Direction on Future Agenda Items

Chair Corrigan summarized Board requests for future agenda items to include a discussion on allocating additional legal funds for CalCCA, and a possible closed session item, if appropriate, on recent legislative action. Chair Corrigan announced she spoke with Tesla regarding their charging station program and her interest in exploring the option of having them available at member agency libraries.

In response to Chair Corrigan’s comments, Director Gibbons noted ChargePoint offers an existing high charging product. Director Gibbons thanked Interim CEO Eckert and Staff for their work in the interim of the new CEO.

Director Bruins inquired if there would be an open house to meet the new CEO prior to the March Board of Directors meeting.

Board Clerk Pizano acknowledged Alternate Directors Barry Chang, Lisa Matichak, and Edesa Bitbadal from the audience.

Adjourn

Chair Corrigan adjourned the meeting at 9:55 p.m.

Page 7 of 7

Item 1b SILICON VALLEY CLEAN ENERGY 0

Item 1b

To: Silicon Valley Clean Energy Board of Directors

From: Peter Evans, CPAG Chair

Item 1b: Customer Program Advisory Group Report

Date: 3/14/2018

REPORT Staff hosted a workshop for the Customer Program Advisory Group on February 10 at the Sunnyvale Senior Center. Ten of the 16 CPAG members were present to learn more about the ins-and-outs of the electricity industry. Topics covered included more background on electric generation sources, the grid, tariffs and greenhouse gas accounting. The information workshop proved valuable for the CPAG members to learn more about opportunities SVCE programs can have to further reduce greenhouse gas emissions and provide other benefits.

The second Customer Program Advisory Group (CPAG) meeting was held on February 21, 2018 at the Campbell Community Center.

The CPAG meeting agenda and summary report are listed below.

Consent Calendar 1a) Approve Minutes of the January 17, 2018, Customer Program Advisory Group Meeting 1b) Approve Minutes of the February 10, 2018, Customer Program Advisory Group Special Meeting 1c) Approve Ground Rules Established at the January 17, 2018 Customer Program Advisory Group Meeting

Regular Calendar 2) Program Benefits (Discussion)

CPAG Chair, Peter Evans, began the discussion by having the CPAG members break into three groups to further expand three program ideas that arose from the introductory activity during the first CPAG meeting in January. These were focused around customer education/awareness, beneficial electrification and residential storage.

As the groups shared their program ideas within these areas, the committee discussed what benefits SVCE customer programs should yield. Below is the list from this early brainstorming session. This list will be explored further and used as a basis for further discussions of program ideas in the next meeting.

SVCE Program Benefits: • Reduce grid demand during peak hours – align demand with carbon-free supply, address duck curve • Reduce need for carbon-emitting peaker plants

Page 1 of 2 Item 1b

Agenda Item: 1b Agenda Date: 3/14/2018

• Customer backup power • Lower bills from using less power and shifting usage based on TOU rates • Increase energy literacy • Increase SVCE awareness, customized personal engagement, and incentivize upgrade to GreenPrime • Reduce GHGs from reduced usage • Provide benchmark comparisons to your neighbors – Gamification, fun, engaging • Increase SVCE revenue and sales • Improving air quality – internal and external • Alleviate climate change impacts • Local jobs, economic development • Reduced costs to customer in purchase price, operation & maintenance • Market transformation • No regrets - Readiness to electrify, including reducing permitting cost • Increase participation for disadvantaged communities • Increase choices for customers and maintain local control • Enhance existing program benefits from PG&E, fill in gaps for programs IOUs cannot offer • Transparency for customers to understand decisions

The next regularly scheduled CPAG meeting will take place on March 21, 11am-1pm, at the Campbell Community Center, Roosevelt Room Q-80.

Page 2 of 2 Item 1c

fif\ SILICON VALLEY CLEAN ENERGY \3/

TREASURER REPORT Fiscal Year to Date As of January 31, 2018

(Preliminary & Unaudited) Issue Date: March 14, 2018

Table of Contents

Page Summary 2-4

Statement of Net Position 5

Statement of Revenues, Expenses & Changes in Net Position 6

Statement of Cash Flows 7-8

Actuals to Budget Report 9-10

Monthly Change in Net Position 11

Personnel Report 12

Financing Report 13

Customer Accounts 14

Weather Statistics 15

Accounts Receivable Aging Report 16

Item 1c

4,780

42,609

181,368

Budget

3,553,990

(85)

5,263

2,399

(5,298)

56,317

54,037

11,985

Total

1,203,425

1,116,015

Sept

Aug

July

June

May

Apr

Mar

Feb

(63)

882

724

2,847

(2,934)

Jan

12,228

13,620

299,031

281,387

Financial Statement Highlights ($ in 000's) ($ in StatementFinancial Highlights

SILICON VALLEY CLEAN ENERGY AUTHORITY ENERGY CLEAN VALLEY SILICON

(47)

657

578

2,813

(1,828)

Dec

16,034

14,439

Dec

302,928

290,540

(19)

534

743

1,818

(1,127)

Nov

12,859

12,727

Nov

299,963

265,874

The $2.9 million balance from advances on the revolving line of credit was paid off in December 2017. December in off waspaid credit of line revolving the on advances from balance million $2.9 The

The $2.7 million Member Agency loan was paid off at the end of the month. the of end the at off waspaid loan Agency Member million $2.7 The

A Customer Program Advisory Group has been initiated. been has Group Advisory Program Customer A

Programs investment included GHG accounting services during the month. the during services accounting GHG included investment Programs

Power Supply costs has a favorable variance year-to-date of 11% mostly due to less than anticipated load to serve and delayed purchase of RECs. of purchase delayed and serve to load anticipated lessthan to due mostly 11% of year-to-date variance favorable costs a has Supply Power

SVCE was a net seller of power to CAISO during the month. the during CAISO to power of seller net wasa SVCE

Sales volumes includes some favorable catch up from prior period meter data meter period prior from up catch somefavorable includes volumes Sales

Staff will be re-forecasting MWh sales during the mid-year budget process. budget mid-year the during sales MWh re-forecasting be will Staff

Year-to-date contribution margin is $13.5 million. $13.5 is margin contribution Year-to-date

Budget included a decrease in rates beginning January 1 which did not occur. not did which 1 January beginning rates in decrease a included Budget

Year-to-date energy sales has an unfavorable variance of 6% compared to budget but margin exceeded plan due to maintaining current rates. current maintaining to due plan exceeded margin but budget to compared 6% of variance unfavorable an has sales energy Year-to-date

591

275

1,034

6,742

Oct

15,195

13,251

301,503

278,214

Financing - SVCE is debt free at the end of January. of end the at free debt is SVCE - Financing

Programs/Capital

Power Supply Power

Retail MWh sales had an unfavorable variance to budget of 7%. of budget to variance unfavorable an had sales MWh Retail

SVCE operations resulted in net gain for the month of $2.9 million and year-to-date of $12.0 million. $12.0 of year-to-date and million $2.9 of month the for gain net in resulted operations SVCE

Net Power Costs Power Net

Retail Sales Budget Sales Retail

Retail Sales Actual Sales Retail

Load Statistics - MWh - Statistics Load

Energy Programs Energy

Capital Expenditures Capital

Other

Charge/Credit (IST/Net Rev) (IST/Net Charge/Credit

NEM Expense NEM

CAISO Charges CAISO

Capacity

Energy & REC's& Energy

Power Supply Costs Supply Power

Actual

Change in Net in Position Change

SVCE has concluded its initial financial audit with the report posted on the website. the on posted report the with audit financial initial its concluded has SVCE SVCE will be providing the Board of Directors Mid-Year Budget Adjustments at the March 14th Board Meeting. Board March14th the at Adjustments Budget Mid-Year Directors of Board the providing be will SVCE Financial Highlights for the month of January 2018: January of the for month Highlights Financial

Item 1c

Billing 2.6% YTD EXPENSES Marketing G & A Personnel 0.1% 0.5% Prof. Services 1.2% 0.6%

Other Statistics and Ratios Working Capital $40,004,302 Current Ratio 2.3 Contribution Margin $13,447,968

Power Supply Expense Coverage Days 63 95.0% Return on Equity 30% Long-Term Debt $0 Total Accounts 242,315 Opt-Out Accounts 7,371 Opt-Up Accounts 2,375

Retail Sales - Month Retail Sales - YTD 76.1 20.0 80.0 71.3 15.8 15.8 15.0 60.0

10.0 40.0

Millions Millions 5.0 20.0 0 0 0.0 0.0 Actual Budget FY16/17 Actual Budget FY16/17

O&M - Month O&M - YTD 66.6 20.0 70.0 16.2 59.3 60.0 15.0 13.0 50.0 40.0 10.0

30.0

Millions Millions 5.0 20.0 10.0 0.3 0.7 0.0 0.0 Actual Budget FY16/17 Actual Budget FY16/17

Item 1c

30% \

25%

N !

> 2 <

30% range 30%

. Q

20% o

o O

CO CD

Return on EquityReturnon 15% Net Income / Equity Income Net

S >

° rse MCE & Sonoma in the 25&in SonomaMCE 10% <10%

25%

S ©

20%

> 2 <

25% range 25%

. Q

15% o S 5 Power Power

CO CD Revenues (Operating (Operating Gross Margin Gross

Supply)/Operating Supply)/Operating Revenues 10%

< S > orse % MCE & Sonoma in the 20% in& SonomaMCE 5 % 0

3.0 V

2.5

> 2 > $

3.0 range

. Q

2.0 o

CO CD CurrentRatio

Current Assets / / AssetsCurrent

Current Liabilities Current 1.0

' O

° rse MCE & Sonoma in the 2.5 in& SonomaMCE <1.0 0 Ratios

Item 1c

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF NET POSITION As of January 31, 2018

ASSETS Current Assets Cash & Cash Equivalents $ 39,600,810 Accounts Receivable, net of allowance 14,266,619 Energy Settlements Receivable 2,314,952 Accrued Revenue 9,417,800 Other Receivables 200,000 Prepaid Expenses 250,554 Deposits 2,900,000 Restricted cash - lockbox 2,500,000 Total Current Assets 71,450,735

Noncurrent assets Capital assets, net of depreciation 166,586 Deposits 129,360 Total Noncurrent Assets 295,946 Total Assets 71,746,681

LIABILITIES Current Liabilities Accounts Payable 641,504 Accrued Cost of Electricity 28,726,969 Accrued Payroll & Benefits 143,123 Other Accrued Liabilities 104,000 User Taxes and Energy Surcharges due to other gov'ts 645,837 Supplier Security Deposits 1,185,000 Total Current Liabilities 31,446,433

NET POSITION Net investment in capital assets 166,586 Unrestricted (deficit) 40,133,662 Total Net Position $ 40,300,248

Item 1c

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES AND CHANGES IN NET POSITION October 1, 2017 through January 31, 2018

OPERATING REVENUES Electricity Sales, Net $ 71,052,452 GreenPrime electricity premium 220,740 Other income 30,750 TOTAL OPERATING REVENUES 71,303,942

OPERATING EXPENSES Cost of Electricity 56,317,619 Staff Compensation and benefits 723,892 Data Management 1,113,118 Service Fees - PG&E 425,237 Consultants and Other Professional Fees 368,358 Communications & Noticing 48,669 General & Administrative 295,048 Depreciation 11,584 TOTAL OPERATING EXPENSES 59,303,525 OPERATING INCOME(LOSS) 12,000,417

NONOPERATING REVENUES (EXPENSES) Interest Income - Interest and related expenses (15,666) TOTAL NONOPERATING EXPENSES (15,666)

CHANGE IN NET POSITION 11,984,751 Net Position at beginning of period 28,315,497 Net Position at end of period $ 40,300,248

Item 1c

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF CASH FLOWS October 1, 2017 through January 31, 2018

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from electricity sales $ 83,856,577 Receipts from other income 30,750 Receipts from supplier security deposits 1,185,000 Tax and surcharge receipts from customers 1,811,195 Energy settlements received 1,332,665 Payments to purchase electricity (53,815,821) Payments for staff compensation and benefits (666,595) Payments for data manager fees (1,379,299) Payments for PG&E service fees (396,398) Payments for consultants and other professional services (172,955) Payments for legal fees (100,521) Payments for communications and noticing (52,457) Payments for general and administrative (342,330) Energy settlements paid (3,254,225) Tax and surcharge payments to other governments (1,851,817) Net cash provided (used) by operating activities 26,183,769

CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES Payments of deposits and collateral (663,000) Principal payments on loan (5,630,000) Deposits and collateral received 1,000,000 Interest and related expense payments (22,892) Net cash provided (used) by non-capital financing activities (5,315,892)

CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES Acquisition of capital assets (10,664)

CASH FLOWS FROM CAPITAL AND RELATED Interest income received -

Net change in cash and cash equivalents 20,857,213 Cash and cash equivalents at beginning of year 21,243,597 Cash and cash equivalents at end of period $ 42,100,810

Item 1c

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF CASH FLOWS (Continued) October 1, 2017 through January 31, 2018

RECONCILIATION OF OPERATING INCOME (LOSS) TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES

Operating Income (loss) $ 12,000,417

Adjustments to reconcile operating income to net cash provided (used) by operating activities Depreciation expense 11,584 Revenue reduced for uncollectible accounts 360,315 (Increase) decrease in net accounts receivable 6,793,416 (Increase) decrease in energy settlements receivable (2,048,624) (Increase) decrease in accrued revenue 5,558,522 (Increase) decrease in prepaid expenses (178,712) Increase (decrease) in accounts payable (208,718) Increase (decrease) in accrued payroll & benefits 58,100 Increase (decrease) in supplier security deposits 1,185,000 Increase (decrease) in accrued cost of electricity 2,738,858 Increase (decrease) in accrued liabilities 83,100 Increase (decrease) taxes and surcharges due to other governments (169,489) Net cash provided (used) by operating activities $ 26,183,769

Item 1c

48%

21%

76%

33%

14%

12%

27%

17%

35%

36%

31%

33%

31%

206%

204%

Spent

%Budget

32,625

50,000

251,100

314,650

100,000

295,000

200,000

443,005

2,762,625

2,730,000

4,830,294

4,780,294

1,325,100

4,187,232

1,218,265

3,114,882

39,890,452

Budget

199,767,265

192,174,346

181,368,117

239,657,717

239,014,712

FY 2017-18 FY

$ $

-3%

-5%

-6%

53%

36%

65%

22%

48%

11%

49%

24%

98%

11%

-42%

-106%

-224%

-100% -104%

Variance

6,002

(3,214)

(4,232)

17,334

63,896

99,813

30,750

73,072

(19,149)

(51,751)

(66,667)

671,852 $

I (131,634)

1,247,980

6,007,377

1,585,595

1,579,593

7,304,448

6,678,866

(2,882,666)

(2,900,000)

(4,759,397)

(4,796,551)

$ $

33,000

16,667

58,700

10,000

98,333

66,667

101,500

454,333

406,088

147,668

5,107,690

2,763,000

2,730,000

1,610,098

1,593,431

1,395,744

1,061,367

70,955,649

66,582,551

62,996,485

76,063,339

75,849,003

FYTD

Budget

$ $

SILICON VALLEY CLEANENERGY VALLEY SILICON

15,666

24,503

10,665

13,838

14,232

34,437

30,750

BUDGETARY COMPARISON SCHEDULE COMPARISON BUDGETARY

October 1, 2017 through January 31, 2018 31, Januarythrough2017 1, October

190,334

104,714

354,520

723,892

425,237

220,740

6,355,670

5,645,666

5,630,000

1,113,118

FYTD

64,948,272

59,278,103

56,317,619

71,303,942

71,052,452

Actual

$ $

FundBalance

Net Increase(Decrease) in Available in Increase(Decrease) Net

& Debt Service Debt&

Total Expenditures, Other Uses Other Expenditures, Total

TOTAL DEBT SERVICETOTAL

Principal

Interest

DEBTSERVICE

TOTAL OTHERUSES TOTAL

CPUCDeposit

Office Equipment Office

Customer Programs Customer

OTHERUSES

TOTAL CURRENT TOTAL EXPENDITURES

General & Administrative & General

Lease

Notifications

Marketing & Promotions & Marketing

Professional Services Professional

Salaries & Benefits & Salaries

PG&E FeesPG&E

Data Management Data

Power Supply Power

CURRENTEXPENDITURES

EXPENDITURESOTHER&USES

TOTAL REVENUES TOTAL OTHER&SOURCES

Investment Income Investment

Other Income Other

Green Prime Premium Prime Green Energy Sales Energy REVENUESOTHER&SOURCES

Item 1c

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGET RECONCILIATION TO STATEMENT OF REVENUES, EXPENSES AND CHANGES IN NET POSITION

Net Increase (decrease) in available fund balance per budgetary comparison schedule $ 6,355,670

Adjustments needed to reconcile to the changes in net position in the Statement of Revenues, Expenses and Changes in Net Position

Subtract depreciation expense (11,584) Add back capital asset acquisitions 10,665 Add back principal payments on debt 5,630,000 Change in Net Position 11,984,751

Item 1c

11,584

30,750

(15,666)

295,048

417,027

425,237

723,892

220,740

YTD YTD

1,113,118

11,984,751

12,000,417

59,303,525

56,317,619

71,303,942

71,052,452

September

$ $

August August

$ $

July July

$ $

June

$ $

May May

$ $

April April

$ $

March March

$ $

February

$ $

3,059

6,300

AND CHANGES IN NET POSITION IN CHANGES AND

62,956

120027

281602

62,605

141,733

161,974

2,847,496

STATEMENTEXPENSES OFREVENUES,

12,999,844

12,228,493

15,847,340

15,778,435

January

October20171, through January 31,2018

$ $

SILICON VALLEY CLEAN ENERGY AUTHORITY ENERGY VALLEY CLEAN SILICON

3,001

24,450

61,848

578,070

110,236

106,105

104,290

277,114

197,149

16,832,357

16,034,462

17,410,427

17,324,129

December

$ $

2,762

(8,224)

66,571

90,373

63,341

200,000

277,564

168,026

1,817,627

1,825,851

13,664,344

12,859,048

15,490,195

15,426,854

November

$ $

920

2,762

(7,442)

55,285

78,816

32,946

276,838

196,743

6,741,558

6,749,000

October October

15,806,980

15,195,616

22,555,980

22,523,034

$ $

CHANGE IN NETPOSITION IN CHANGE

Total nonoperating revenues (expenses) revenues nonoperating Total

Interest and related expense related and Interest

Interest income Interest

NONOPERATING REVENUES NONOPERATING (EXPENSES)

Operating income (loss)

Total operating expenses operating Total

Depreciation

General and administration and General

Consultants and other professional fees professional other and Consultants

Service fees - PG&E - fees Service

Data manager Data

Staff compensation and benefits and compensation Staff

Cost of electricity of Cost

OPERATING EXPENSES OPERATING

Total operating revenues operating Total

Other income Other

Green electricity premium electricity Green

Electricity sales, net sales, Electricity OPERATING REVENUES OPERATING

Item 1c

PERSONNEL REPORT

HEADCOUNT Position Budget Actual Variance Chief Executive Officer 1 0 1

Account Representative I / II 2 2 0

Account Services Manager 1 1 0

Administrative Analyst 3 2 1

Administrative Assistant 1 1 0

Board Clerk/Executive Assistant 1 1 0

Community Outreach Manager 1 1 0

Community Outreach Specialist 1 1 0

Director of Administration & Finance 1 1 0

Director of Marketing & Public Affairs 1 1 0

Director of Power Resources 1 0 1

Finance Manager 1 0 1

General Counsel & 1 0 1 Director of Government Affairs

Power Contracts & Compliance Manager 1 1 0

Power Resource Planning & 2 0 2 Programs Analyst

Manager of Regulatory & Legislative Affairs 1 1 0

Associate Regulatory Analyst 1 0 1

Total 21 13 8

CONTINGENT POSITIONS Dollars FY2017-18 FY2017-18 Position Budget Actual % YTD Spent Climate Fellows / Part-Time $144,000 70,257 49%

Item 1c

FINANCING REPORT

CREDIT AGREEMENT The credit agreement with River City Bank expired at the end of December 2017.

SVCE advanced $1.5 million of the available $2.0 million from the non-revolving line of credit. All advances were paid in August 2017.

SVCE advanced $2.9 million of the available $18.0 million revolving line of credit. The balance was paid in December 2017.

MEMBER AGENCY LOAN SVCE paid back the Member Agency Loan of $2.7 million loan in January 2018.

No new debt is anticipated for remainder of fiscal year.

Item 1c

CUSTOMER ACCOUNTS

RESIDENTIAL ACCOUNTS 250

200 Thousands 150

100

- Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep mi Actual Budget

COMMERCIAL & INDUSTRIAL ACCOUNTS 30

Thousands 20

- Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep mi Actual Budget

Item 1c

WEATHER STATISTICS

COOLING DEGREE DAYS 180 160 140 120 100 80 60 40 20 - Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Actual 15 Year Average

HEATING DEGREE DAYS 500 450 400 350 300 250 200 150 100 50 - , Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep lll Actual 15 Year Average

Item 1c

SILICON VALLEY CLEAN ENERGY AUTHORITY ACCOUNTS RECEIVABLE AGING REPORT

Days Total 0-30 31-60 61-90 90-120 Over 120 Accounts Receivable $15,098,996 $13,753,225 $615,680 $275,016 $220,090 $234,984

Period % 100% 91.1% 4.1% 1.8% 1.5% 1.6%

Item 1d SILICON VALLEY CLEAN ENERGY 0

Staff Report – Item 1d

To: Silicon Valley Clean Energy Board of Directors

From: Girish Balachandran, CEO

Item 1d: Authorize CEO to Execute Agreement with Maher Accountancy for Accounting Services

Date: 3/14/2018

RECOMMENDATION Authorize the CEO to approve agreement with Maher Accountancy for accounting services from April 1, 2018 through September 30, 2019 for an amount not to exceed $199,375.

FINANCE AND ADMINISTRATION COMMITTEE The Finance and Administration Committee reviewed and approved staff’s recommendation at the March 9, 2018 meeting.

BACKGROUND Accurate financial reporting and strong internal controls are of high importance to both the SVCE Board of Directors and Staff. Maher Accountancy will continue to assist with daily transactions. Placing cash disbursement duties off-site helps staff maintain strong reporting.

SVCE has been utilizing the services of Maher Accountancy since March 2017 with the current agreement expiring on March 31, 2018. The difference in the price per month between this proposed agreement and the current agreement is based on inflationary change.

Maher Accountancy services strengthen SVCE’s internal controls, has less fiscal impact than hiring in-house staff, and provides institutional knowledge based on years of experience with other Community Choice Aggregators.

ANALYSIS & DISCUSSION Maher Accountancy shall provide accounting services and financial operational assistance to the Authority for a fixed monthly fee. Services include: 1. Maintenance of the General Ledger including reconciling customer data management reports of customer activity and accounts receivable and reconciliation of the authority’s financial institution for cash activity and balances. 2. Assist Staff with the development of the operating budget. 3. Manage accounts payable by providing a cloud-based accounts payable document management system that enhances internal controls. 4. Manage compliance with fiscal provisions of vendor contracts including the verifying of time periods, rates, and financial limits before payment is released. 5. Monitor expenditures budget compliance and make timely suggestions and budget amendments when necessary. 6. Financial reporting including periodic and year-to-date accrual basis financial statements. 7. Present financial information to the Board of Directors, as needed.

Page 1 of 2 Item 1d

Agenda Item: 1d Agenda Date: 3/14/2018

8. Assist in treasury function. 9. File various compliance reports for state and local agencies, such as user taxes, energy surcharges and state controller reports. 10. File annual information returns such as 1099/1096’s.

Maher Accountancy shall also assist with coordination of an independent auditor for the annual audit and prepare annual financial statements.

FISCAL/BUDGETARY IMPACT Maher Accountancy is essentially performing the duties of the Finance Manager position that is currently budgeted.

ATTACHMENTS 1. Proposed Service Agreement with Maher Accountancy

Page 2 of 2 Item 1d Attachment 1

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND MAHER ACCOUNTANCY FOR ACCOUNTING SERVICES

THIS AGREEMENT, is entered into this 1st day of April, 2018, by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent joint powers authority, ("Authority"), and MAHER ACCOUNTANCY, a California corporation, whose address is 1101 Fifth Avenue, Suite 200, San Rafael, CA 94901 (hereinafter referred to as "Consultant") (collectively referred to as the “Parties”).

RECITALS:

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

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

C. Authority and Consultant desire to enter into an agreement for accounting services upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM The term of this Agreement shall commence on April 1, 2018, and shall terminate on September 30, 2019, unless terminated earlier as set forth herein.

2. SERVICES TO BE PERFORMED Consultant shall perform each and every service set forth in Exhibit "A" which is attached hereto and incorporated herein by this reference.

3. COMPENSATION TO CONSULTANT Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed one hundred ninety-nine thousand and three hundred seventy-five dollars ($199,375.00) based on the rates and terms set forth in Exhibit "B," which is attached hereto and incorporated herein by this reference.

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

Page 1 of 8 Agreement - Maher Accountancy Item 1d Attachment 1

5. STANDARD OF CARE Consultant agrees to perform all services required by this Agreement in a manner commensurate with the prevailing standards of similar specially trained professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel.

6. INDEPENDENT PARTIES Authority and Consultant intend that the relationship between them created by this Agreement is that of an independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by Authority to its employees, including but not limited to, unemployment insurance, workers’ compensation plans, vacation and sick leave are available from Authority to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant.

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

8. NON-DISCRIMINATION Consultant agrees that it shall not harass or discriminate against a job applicant, an Authority employee, or Consultant’s employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, disability, marital status, pregnancy, sex, age, sexual orientation, or any other protected class. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement.

9. HOLD HARMLESS AND INDEMNIFICATION Consultant shall, to the fullest extent allowed by law, indemnify, defend, and hold harmless the Authority and its members, officers, officials, agents, employees and volunteers from and against any and all liabilities, claims, actions, causes of action, demands, damages and losses whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, whether physical, emotional, consequential or otherwise, arising out of or related to the negligence or willful misconduct of Consultant or Consultant’s employees, officers, officials, agents or independent contractors in the performance of this Agreement, except where caused by the sole or active negligence or willful misconduct of Authority or its members, officers, officials, agents, employees and volunteers. Such costs and expenses shall include reasonable attorneys’ fees of counsel of Authority’s choice, expert fees and

Page 2 of 8 Agreement - Maher Accountancy Item 1d Attachment 1

all other costs and fees of litigation. The acceptance of the services provided by this Agreement by Authority shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the services or termination of this Agreement.

10. INSURANCE: A. General Requirements. On or before the commencement of the term of this Agreement, Consultant shall furnish Authority with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit "D," which is attached hereto and incorporated herein by this reference. Such insurance and certificates, which do not limit Consultant’s indemnification obligations under this Agreement, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the Authority, Attention: Chief Executive Officer." Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to Authority and licensed to do insurance business in the State of California. Endorsements naming the Authority as additional insured shall be submitted with the insurance certificates. B. Subrogation Waiver. Consultant agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to its insurance for recovery. Consultant hereby grants to Authority, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or Authority with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of Consultant may acquire against Authority by virtue of the payment of any loss under such insurance. C. Failure to secure or maintain insurance. If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, Authority shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. Additional Insured. Authority, its members, officers, employees and volunteers shall be named as additional insureds under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under any policy required by this Agreement if not named as such additional insured. An additional insured named hereunder shall not be held liable for any premium, deductible portion of any loss, or expense of any nature under any policy required by this Agreement or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by any policy required by this Agreement. E. Sufficiency of Insurance. The insurance limits required by Authority are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant.

F. Maximum Coverage and Limits. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance

Page 3 of 8 Agreement - Maher Accountancy Item 1d Attachment 1

coverage requirements and/or limits shall be available to the Authority and the additional insureds.

11. CONFLICT OF INTEREST Consultant warrants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it will not employ any person having such an interest. Consultant agrees to advise Authority immediately if any conflict arises and understands that it may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity, as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.

12. PROHIBITION AGAINST TRANSFERS Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of Authority. Any attempt to do so without such consent shall be null and void, and any assignee, sublessee, pledgee, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from Authority under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to Authority by Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a corporation, partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the entity.

13. SUBCONTRACTOR APPROVAL Unless prior written consent from Authority is obtained, only those persons and subcontractors whose names are attached to this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance in substantial conformity to the insurance required by this Agreement. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. Consultant agrees to include within their subcontract(s) with any and all subcontractors the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor’s work. Subcontractors hired by Consultant shall agree to be bound to Consultant and Authority in the same manner and to the same extent as Consultant is bound to Authority under this Agreement. Subcontractors shall agree to include these same provisions within any sub-subcontract. Consultant shall provide a copy of the indemnity and insurance provisions of this Agreement to any subcontractor. Consultant shall require all subcontractors to provide valid certificates of insurance and the required endorsements prior to commencement of any work and will provide proof of compliance to Authority.

Page 4 of 8 Agreement - Maher Accountancy Item 1d Attachment 1

14. REPORTS A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of Authority. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to Authority the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of Authority, and all publication rights are reserved to Authority. Consultant may retain a copy of any Report furnished to the Authority pursuant to this Agreement. B. All Reports prepared by Consultant may be used by Authority in the execution or implementation of: (1) The original project for which Consultant was hired; (2) Completion of the original project by others; (3) Subsequent additions to the original project; and/or (4) Other Authority projects as Authority deems appropriate in its sole discretion. C. Consultant shall, at such time and in such form as Authority may require, furnish reports concerning the status of services required under this Agreement. D. All Reports shall also be provided in electronic format, both in the original file format (e.g., Microsoft Word) and in PDF format. E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement that has not been publicly released shall be made available to any individual or organization by Consultant without prior approval by Authority.

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

16. PARTY REPRESENTATIVES The Chief Executive Officer shall represent the Authority in all matters pertaining to the services to be performed under this Agreement. Maher Accountancy shall represent Consultant in all matters pertaining to the services to be performed under this Agreement.

17. CONFIDENTIAL INFORMATION Consultant shall maintain in confidence and not disclose to any third party or use in any manner not required or authorized under this Agreement any and all proprietary or confidential information held by Authority or provided to Consultant by Authority.

Page 5 of 8 Agreement - Maher Accountancy Item 1d Attachment 1

18. NOTICES All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, addressed as hereinafter provided.

All notices, demands, requests, or approvals shall be addressed as follows:

TO AUTHORITY: 333 W. El Camino Real Suite 290 Sunnyvale CA 94087 Attention: Chief Executive Officer

TO CONSULTANT: Michael Maher, CPA Maher Accountancy 1101 Fifth Avenue, Suite #200 San Rafael, CA 94901

19. TERMINATION In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If Consultant fails to cure the default within the time specified (which shall be not less than 10 days) and according to the requirements set forth in Authority’s written notice of default, and in addition to any other remedy available to the Authority by law, the Chief Executive Officer may terminate the Agreement by giving Consultant written notice thereof, which shall be effective immediately. The Chief Executive Officer shall also have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Consultant as provided herein. Upon receipt of any notice of termination, Consultant shall immediately discontinue performance. Authority shall pay Consultant for services satisfactorily performed up to the effective date of termination. Upon termination, Consultant shall immediately deliver to the Authority any and all copies of reports, studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by Consultant or given to Consultant, in connection with this Agreement.

20. COMPLIANCE Consultant shall comply with all applicable local, state and federal laws.

21. CONFLICT OF LAW This Agreement shall be interpreted under, and enforced by the laws of the State of

Page 6 of 8 Agreement - Maher Accountancy Item 1d Attachment 1

California. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the Superior Court of the County of Santa Clara, State of California.

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

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

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

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

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

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

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

Page 7 of 8 Agreement - Maher Accountancy Item 1d Attachment 1

CONSULTANT NAME SILICON VALLEY CLEAN ENERGY Maher Accountancy AUTHORITY A Joint Powers Authority

By By: Girish Balachandran Title Title: CEO Date Date

RECOMMENDED FOR APPROVAL

By: Don Eckert Director of Administration & Finance

APPROVED AS TO FORM:

Counsel for Authority

ATTEST:

Authority Clerk

Page 8 of 8 Agreement - Maher Accountancy Item 1d Attachment 1

Exhibit A Scope of Services

Monthly Financial Operational Assistance: 1. Assist in development of operating budget in collaboration with management and technical consultants. 2. Maintain the general ledger by: a. Posting billings, accrued revenue, cash receipts, accounts payable, cash disbursements, payroll, accrued expenses, etc. b. Prepare or maintain the following monthly analysis regarding general ledger account balances: i. Reconciliation to statements from Authority’s financial institution for cash activity and balances; ii. Reconcile customer data manager reports of customer activity and accounts receivable; iii. Estimated user fees earned but not billed as of the end of the reporting period; iv. Schedule of depreciation of capital assets; v. Aged schedule of accounts payable; vi. Schedules of details regarding all remaining balance sheet accounts. 3. Manager accounts payable: Consultant utilizes a cloud-based accounts payable document management system to provide for documentation of management review, proper segregation of duties, and access to source data. Consultant ensures that required authorization is documented and that account coding is correct. SVCEA staff then authorizes the release of payment by an independent payment service in order to provide an additional safeguard. 4. Manage compliance with fiscal provisions of vendor contracts: Before submitting vendor invoices for management approval, Consultant verifies that a vendor invoice with contract provisions regarding time periods, rates, and financial limits. 5. Monitor expenditure budget compliance. Consultant monitors budget available and will make timely suggestions for any necessary budget amendments. 6. Provide periodic and year-to-date accrual basis financial statements with comparison to projections. 7. Provide modified accrual basis financial statement with comparison to budget. 8. Filing annual information returns such as form 1099/1096’s. 9. Present financial information to Board of Directors, as needed. 10. Assist the treasury function. 11. Provide services to meet the requirements of applicable laws and regulations relating to the provisions of accounting services for Authority. 12. File various compliance reports for state and local agencies, such as user taxes, energy surcharges, and state controller reports.

Prepare annual financial statements and coordination with independent auditor.

A-1 Agreement - Maher Accountancy Item 1d Attachment 1

Exhibit B Compensation

Authority shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below. Compensation shall be calculated based on the hourly rates set forth below up to the not to exceed budget amount set forth below.

The compensation to be paid to Consultant under this Agreement for all services described in Exhibit “A” and reimbursable expenses shall not exceed a total of one hundred ninety-nine thousand and three hundred seventy five dollars ($199,375), as set forth below. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to Authority unless previously approved in writing by Authority.

This schedule may be modified with the written approval of the Authority.

Task Not to Exceed Amount

1. Monthly Accounting Services $185,400 (fixed $10,300/month) 2. Prepare annual financial statements and coordinate $13,975 with external auditor. TOTAL $199,375

Invoices

Monthly Invoicing: In order to request payment, Consultant shall submit monthly invoices to the Authority describing the services performed and the applicable charges (including a summary of the work performed during that period, personnel who performed the services, hours worked, task(s) for which work was performed).

Reimbursable Expenses Administrative, overhead, secretarial time or overtime, word processing, photocopying, in house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. Travel expenses must be authorized in advance in writing by Authority.

Additional Services Consultant shall provide additional services outside of the services identified in Exhibit A only by advance written authorization from Authority’s Chief Executive Officer prior to commencement of any additional services. Consultant shall submit, at the Chief Executive Officer’s request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed maximum compensation.

B-1 Agreement - Maher Accountancy Item 1d Attachment 1

Exhibit C Insurance Requirements and Proof of Insurance

Proof of insurance coverage described below is attached to this Exhibit, with Authority named as additional insured.

Consultant shall maintain the following minimum insurance coverage:

A. COVERAGE:

(1) Workers' Compensation: Statutory coverage as required by the State of California.

(2) Liability: Commercial general liability coverage with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury and property damage. ISO occurrence Form CG 0001 or equivalent is required.

(3) Automotive: Comprehensive automotive liability coverage with minimum limits of $1,000,000 per accident for bodily injury and property damage. ISO Form CA 0001 or equivalent is required.

(4) Professional Liability Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000.

C-1 Agreement - Maher Accountancy Item 1d Attachment 1

Agreement - Maher Accountancy Item 1e SILICON VALLEY CLEAN ENERGY 0

Staff Report – Item 1e

To: Silicon Valley Clean Energy Board of Directors

From: Girish Balachandran, CEO

Item 1e: Authorize CEO to Execute Amended Engagement Letter Clarifying Not-to-Exceed Amount per Fiscal Year, and a New Letter of Engagement For Services Related to the 2017 Renewables RFO, with Troutman Sanders LLP

Date: 3/14/2018

RECOMMENDATION Authorize the Chief Executive Officer to approve the following: 1. Amendment to existing letter of engagement with Troutman Sanders LLP to clarify that the existing, previously-approved Not-to-Exceed (“NTE”) amount of $75,000 is tied to each fiscal year, given the term of this engagement is evergreened. 2. Separate letter of engagement with Troutman Sanders LLP for contract review and to conduct negotiations with the three shortlisted developers, on behalf of both SVCE and Monterey Bay Community Power (“MBCP”) as part of the September 2017 Joint RFO. This separate agreement has a Not-to-Exceed (“NTE”) amount of $100,000, where SVCE’s NTE load-based share is $55,000 and the agreement terminates upon execution of the long-term power purchase agreements.

BACKGROUND SVCE has utilized Troutman Sanders LLP services since August 2016 to negotiate legal terms and conditions of short-term power supply contracts.

Furthermore, over the past four months, SVCE and MBCP have been utilizing Troutman Sanders LLP to conduct complex and intensive negotiations with three developers that were shortlisted as part of the September 2017 Carbon Free Energy and Storage Request for Offers (“Joint RFO”) to secure long-term power purchase agreements, conducted jointly with MBCP.

ANALYSIS & DISCUSSION Regarding the amendment to the existing letter of engagement, staff believes the change is needed to provide clarification by tying the previously-approved NTE amount of $75,000 to each fiscal year (i.e. October through September), as this is consistent with other agreements for legal services. The minimum cost per year of these services is $30,000, and since October 2017, SVCE has been billed for just over $16,000. Given power supply expenses comprise roughly 95% of SVCE’s operating expenses and requires continuous analysis to minimize the risk of market price fluctuation, negotiations with existing and new counter parties will be ongoing thus necessitating constant need for legal review. Stephen Hall of Troutman Sanders has provided the requisite expertise to support that effort and has represented SVCE’s interest in accordance to the terms included in the engagement letter.

Regarding the Joint RFO letter of engagement, staff believes that this agreement is necessary to separate the required services resulting from the Joint RFO to provide transparency of these services being shared between

Page 1 of 2 Item 1e

Agenda Item: 1e Agenda Date: 3/14/2018

SVCE and MBCP. This separate agreement will cover all shared costs, past and ongoing, and will continue through execution of the power purchase agreements, with expected completion in April or May 2018. MBCP will reimburse SVCE for their load-weighted share of these costs. This agreement has an NTE amount of $100,000, with SVCE’s NTE share at $55,000.

SVCE expected costs associated with these two agreements for legal services are already reflected in the approved budget.

ATTACHMENTS 1. Troutman Sanders LLP Amended Engagement Letter 2. Troutman Sanders LLP Joint RFO Engagement Letter

Page 2 of 2 Item 1e Attachment 1 Troutman Sanders LLP 1 100 SW Main St., Suite 1000 troutman Portland, Oregon 97204 sanders ' troutman.com

Stephen C. Hall [email protected]

March 7, 2018 VIA E-MAIL

Silicon Valley Clean Energy Authority Attention: Girish Balachandran 333 W. El Camino Real, Suite 290 Sunnyvale, CA 94087

Re: Troutman Sanders LLP’s Representation of Silicon Valley Clean Energy Authority

Dear Mr. Balachandran:

We are pleased that you have requested Troutman Sanders LLP (the “Firm”) to continue providing legal services to Silicon Valley Clean Energy Authority (“SVCEA”) and we thank you for the opportunity to be of assistance.

This Amended Engagement Letter (the “Agreement”) supersedes that certain Engagement Letter between the Firm and SVCEA dated October 4, 2016, as amended on December 7, 2016, and as further amended on February 24, 2017. The purpose of this Agreement is to verify your approval as to the scope of our engagement, the financial terms of our engagement, and all other aspects of this engagement, as follows:

1. Scope of Engagement. By means of this Agreement, SVCEA is engaging the Firm to continue to provide legal services in connection with SVCEA’s procurement of energy, renewable energy and related products, including the review, drafting, revision, negotiation, and finalization of (i) EEI Master Agreements and Cover Sheets, amendments to the WSPP agreement, confirmations and any supporting credit documentation such as parent guarantees and letters of credit (collectively, the “Energy Supply Agreements”), (ii) the deposit account control agreement, intercreditor and collateral agency agreement, and security agreement entered into by SVCEA in its 2016 Energy Services Request for Proposals (the “Lockbox Agreements”), and (iii) miscellaneous legal advice, analysis or services related to the foregoing (“Other Services”). The legal services relating to the Energy Supply Agreements, the Lockbox Agreements, and the Other Services are collectively referred to below as the “Engagement.”

2. Term. The term of this Agreement shall commence as of the date hereof and shall remain in full force and effect until terminated by either party (the “Term”) by providing thirty (30) days’ written notice of its intent to terminate this Agreement, subject to payment of any Item 1e Attachment 1 Silicon Valley Clean Energy Authority 1 March 7, 2018 troutman' Page 2 sanders

amounts owed for services previously rendered and, if requested by SVCEA, completion of any partially completed projects.

3. Fees and Hourly Rates.

A. The Firm and SVCEA agree to retain the fee of $2,500 per calendar month for the following scope of representation:

• Legal services related to the Engagement of up to five hours per month, including telephone or email consultations.

B. Any legal services exceeding five hours per calendar month will be charged based on the fixed fees set forth below for eligible services:

• NDA or confidentiality agreement (review of counterparty form) - $250

• Letter of Credit or Parent Guaranty (review of counterparty form) - $250

• EEI Cover Sheet (no Collateral Annex) (review and revise; discuss with client; negotiate with counterparty as required) - $1,800

• EEI Cover Sheet (including Collateral Annex) (review and revise; discuss with client; negotiate with counterparty, as required) - $2,400

C. Any legal services exceeding five hours per calendar month that are not eligible for fixed fees set forth above are subject to hourly rates as follows: Stephen Hall ($575/hr) and hourly rates for additional Troutman Sanders attorneys will be subject to SVCE’s approval.

The total amount of legal services for the Engagement on an annual basis (i.e. October through September) shall not exceed seventy-five thousand dollars ($75,000.00) (the “Annual NTE Cap”) without the written approval of SVCEA. SVCEA will not be responsible for any fees incurred in excess of the Annual NTE Cap unless expressly authorized by SVCEA in writing. If additional legal services are required that extend beyond the Annual NTE Cap, SVCEA and the Firm shall agree in writing to the scope and cost of such additional services.

The Firm’s hourly rates are modified by us from time to time, typically once a year, and any new rates would be implemented immediately after they are adopted, but no earlier than January 1, 2019, and would apply to legal services rendered after the effective date of the new rates which will be reflected on your bill.

We believe that our hourly rates are comparable with the rates charged for the same kinds of work by lawyers and other professionals of similar experience, expertise and standing. We try

34334840v1 Item 1e Attachment 1 Silicon Valley Clean Energy Authority 1 March 7, 2018 troutman' Page 3 sanders

to use associate and paralegal support on projects where appropriate, and we will be happy to discuss the staffing of your project with you.

We will charge for all activities undertaken in providing legal services to you under this Agreement, including but not limited to the following: conferences, including preparation and participation; preparation and review of correspondence and other documents; legal research; court and other appearances; including preparation and participation; and telephone calls, including calls with you, other attorneys or persons involved with this matter, and governmental agencies. The legal personnel assigned to your matter will confer among themselves about the matter, as required. When they do confer, each person will charge for the time expended. Likewise, if more than one of our legal personnel attends a meeting, court hearing or other proceeding, each will charge for the time spent. We will charge for travel time, both local and out of town.

Please note that the above fee schedule with monthly fee and fixed fees is intended solely for the mutual convenience of both the Firm and SVCEA. Either party may cancel the fee arrangement under A or B above for convenience at any time and for any reason by providing thirty (30) days’ advance written notice to the other party prior to the cancellation date. Upon such cancellation, any legal services provided in connection with the Engagement will be charged at the hourly rates provided above.

4. Additional Services and Outside Expenditures. If our legal representation requires additional services provided by vendors, we will obtain your advance approval before incurring any such additional services on your behalf. You will be required either to pay for these outside additional services directly, or to reimburse us if we make payment for these services on your behalf. We sometimes will make payment for, and then bill you for reimbursement of smaller items such as filing fees, photocopying by outside copying services, electronic discovery services, recording fees, messenger services, service of process, and court fees. When there are substantial expenditures involving vendors (such as for discovery management, document production, depositions, expert witnesses, exhibit preparation, or air fare) or substantial out-of-pocket expenditures (such as extended field expenses, large outside copying jobs, or jury fees), we will require either that you pay those sums to us before we expend them, that you provide an advance deposit for such expenditures, or that you directly contract with and pay the vendor. You will not be billed for any internal Firm costs incurred on your behalf, such as telephone (including long distance charges), telecopy charges, word processing, secretarial overtime, firm couriers, postage (including FedEx, UPS or similar overnight delivery services), printing and photocopying performed in-house.

5. Monthly Statements and Payment Terms. Our practice will be to send a monthly statement of our charges for legal services and for reimbursement of payments made on our client’s behalf for outside additional services. The detail in the monthly statement will inform you of the nature and progress of our work and of the charges and expenditures being incurred.

Unless otherwise agreed, each monthly statement is fully due and payable upon receipt, but in no event later than thirty (30) days after its issuance date.

34334840v1 Item 1e Attachment 1 Silicon Valley Clean Energy Authority 1 March 7, 2018 troutman' Page 4 sanders

We specifically reserve the right to withdraw from representation of you and to cease performing immediately all services if we do not receive full payment of any amounts owed to us within thirty (30) days of any statement.

6. Withdrawal From Representation. The attorney-client relationship is one of mutual trust and confidence. If you have any questions at all about the provisions of this Agreement, we invite your inquiries. We encourage our clients to inquire about any matter relating to our engagement agreements or monthly statements which may be in any way unclear or appear unsatisfactory. If you do not meet your obligation of timely payments or deposits under this Agreement, we reserve the right to withdraw from your representation on that basis alone, subject of course to any required judicial, administrative, or other approvals.

This Agreement is also subject to termination by either party upon reasonable notice for any reason. If there were to be such a termination, however, you would remain liable for all unpaid charges for services provided and expenditures advanced or incurred.

7. Duties Upon Termination of Active Representation. Upon termination of our active involvement in a particular matter for which we had previously been engaged, we will have no further duty to inform you of future developments or changes in law which may be relevant to such matter in which our representation has terminated. Further, unless you and the Firm agree in writing to the contrary, we will have no obligation to monitor renewal or notice dates or similar deadlines which may arise from the matters for which we had been engaged. If your matter involves obtaining a judgment and such judgment is obtained, we will only be responsible for those post judgment services (such as recording abstracts, filing judgment liens, and calendaring renewals of judgments) as are expressly agreed to by you and the Firm in writing and for which you will be obligated to pay.

8. Document Storage Policies. The Firm’s policy with regard to documents and other materials at the conclusion of a matter is to maintain them in storage for a period of no more than ten (10) years. All documents and other materials in our file will then be destroyed or discarded without notice to you. Accordingly, if there are any documents or other materials you wish to have retrieved from your file at the conclusion of a matter, it will be necessary for you to advise us of that request to ensure that they are not destroyed.

9. Consent to Electronic Communications. In order to maximize efficiency in this matter, we intend to use state of the art communications devices to the fullest extent possible (e.g., E-mail, document transfer by computer, cellular telephones, and facsimile transfers). The use of such devices under current technology may place your confidences and privileges at risk. However, we believe the effectiveness involved in use of these devices outweighs the risk of accidental disclosure. By signing this letter, you acknowledge your consent to the use of these devices.

10. Disclaimer of Guarantee. Nothing in this Agreement should be construed as a promise or guarantee about the outcome of any matter which we are handling on your behalf. Our

34334840v1 Item 1e Attachment 1 Silicon Valley Clean Energy Authority 1 March 7, 2018 troutman' Page 5 sanders

comments about the outcome of your matter are expressions of opinion only. If we should provide you with an estimate of the fees and costs which may be incurred in connection with our representation of you, it is important that you understand and acknowledge that any such estimate is merely an estimate based on numerous assumptions which may or may not prove to be correct and that any estimate is not a guarantee or agreement of what the maximum amount of fees and/or costs will be.

11. Future Matters. Unless otherwise agreed in writing between us, all other matters referred to us for representation shall be governed by the terms of this Agreement.

12. Entire Agreement. This Agreement contains all terms of the agreement between us applicable to our representation of you, and may not be modified except by a written agreement signed by both of us.

13. Future Conflict. Our undertaking to represent you in the above matters will not act as a bar so as to prevent us from representing any existing or future client with respect to a claim, litigation or transaction adverse to you, so long as in the course of our representation of you we have not obtained any information that would be adverse to your interests with respect to such claim, litigation or transaction.

14. Client. The Firm’s clients for the purpose of our representation are only the persons and entities identified in this Agreement. Unless expressly agreed, we are not undertaking the representation of any related or affiliated person or entity, nor any of their shareholders, partners, officers, directors, agents, or employees.

If this Agreement correctly sets forth your understanding of the scope of the services to be rendered to you by the Firm and if all of the terms set forth in this Agreement are satisfactory, then please sign this Agreement and return it to me so that we will be engaged as your legal counsel. If the scope of services described is incorrect, or if the terms set forth are not satisfactory to you, please let us know in order that we can discuss either aspect.

We look forward to working with you and thank you once again for the opportunity to be of service.

Sincerely,

TROUTMAN SANDERS LLP

Stephen C. Hall

34334840v1 Item 1e Attachment 1 Silicon Valley Clean Energy Authority 1 March 7, 2018 troutman' Page 6 sanders

I have read and understand the contents of this Agreement and consent to the Firm representing me on the terms set forth in this Agreement.

SILICON VALLEY CLEAN ENERGY AUTHORITY:

Dated: ______, 2018 By: Name: Girish Balachandran Title: CEO

34334840v1 Item 1e Attachment 2 Troutman Sanders LLP 1 100 SW Main St., Suite 1000 troutman Portland, Oregon 97204 sanders ' troutman.com

Stephen C. Hall [email protected]

March 7, 2018 VIA E-MAIL

Silicon Valley Clean Energy Authority Attention: Girish Balachandran 333 W. El Camino Real, Suite 290 Sunnyvale, CA 94087

Re: Troutman Sanders LLP’s Representation of Silicon Valley Clean Energy Authority in Connection with the 2017 Joint RFO

Dear Mr. Balachandran:

We are pleased that you have requested Troutman Sanders LLP (the “Firm”) to provide legal services to Silicon Valley Clean Energy Authority (“SVCEA”) and we thank you for the opportunity to be of assistance.

The purpose of this Engagement Letter (the “Agreement”) is to verify your approval as to the scope of our engagement, the financial terms of our engagement, and all other aspects of this engagement, as follows:

1. Scope of Engagement. By means of this Agreement, SVCEA is engaging the Firm to provide legal services in connection with SVCEA’s energy procurement for its 2017 Joint RFO with Monterey Bay Community Power Authority (“MBCPA”), including support with negotiations with energy suppliers for up to three long-term power purchase and sale agreements (PPAs) to secure up to 700 GWh per year of energy from Carbon Free generation facilities and, if from solar PV generating facilities, to be combined with energy storage facilities. These legal services are collectively referred to below as the “Engagement.” The Firm will also be representing MBCPA in the 2017 Joint RFO.

2. Term. The term of this Agreement shall commence as of the date hereof and shall remain in full force and effect until terminated (the “Term”) by the earlier of: (i) the execution of PPAs with three (3) suppliers (it being understood that there may be a total of six (6) PPAs in total, with SVCEA and MBCPA each having three (3) PPAs each) under the 2017 Joint RFO, or (ii) either SVCEA or the Firm by providing thirty (30) days’ written notice of its intent to terminate this Agreement, subject to payment of any amounts owed for services previously rendered and, if requested by SVCEA, completion of any partially completed projects. Item 1e Attachment 2 Silicon Valley Clean Energy Authority 1 March 7, 2018 troutman' Page 2 sanders

3. Fees and Hourly Rates.

The total amount of legal services for the Engagement shall not exceed one hundred thousand dollars ($100,000.00) (the “NTE Cap”) without prior approval from SVCEA. SVCEA will not be responsible for any fees incurred in excess of the NTE Cap unless expressly authorized by SVCEA in writing. If additional legal services are required that extend beyond the NTE Cap, SVCEA and the Firm shall agree in writing to the scope and cost of such additional services.

Our billing practice is to charge for our legal services, based primarily on the amount of time, including travel time, devoted to a matter at hourly rates for the particular professionals involved. These hourly rates are based upon these professionals’ experience, expertise, and standing. I will be the attorney responsible for the performance of the Engagement and my hourly rate for this work is $595/hr. Where appropriate, I may use junior attorneys on this Engagement and the hourly rates for their work would typically range from $375-$540/hr. These rates are modified by the Firm from time to time, and any new rates would be implemented on a prospective basis and would apply only to legal services rendered after the effective date of the new rates.

We believe that our hourly rates are comparable with the rates charged for the same kinds of work by lawyers and other professionals of similar experience, expertise and standing. We try to use associate and paralegal support on projects where appropriate, and we will be happy to discuss the staffing of your project with you.

4. Additional Services and Outside Expenditures. Our legal representation may also involve additional services provided by vendors. We will obtain your advance approval before incurring any such additional services on your behalf. You will be required either to pay for these outside additional services directly, or to reimburse us if we make payment for these services on your behalf. We sometimes will make payment for, and then bill you for reimbursement of smaller items such as filing fees, photocopying by outside copying services, electronic discovery services, recording fees, messenger services, service of process, and court fees. When there are substantial expenditures involving vendors (such as for discovery management, document production, depositions, expert witnesses, exhibit preparation, or airfare) or substantial out-of-pocket expenditures (such as extended field expenses, large outside copying jobs, or jury fees), we will require either that you pay those sums to us before we expend them, that you provide an advance

34102366v1 Item 1e Attachment 2 Silicon Valley Clean Energy Authority 1 March 7, 2018 troutman' Page 3 sanders

deposit for such expenditures, or that you directly contract with and pay the vendor. You will not be billed for any internal Firm costs incurred on your behalf, such as telephone (including long distance charges), telecopy charges, word processing, secretarial overtime, firm couriers, postage (including FedEx, UPS or similar overnight delivery services), printing and photocopying performed in-house.

5. Monthly Statements and Payment Terms. Our understanding is that fees and costs for our legal services in connection with this Engagement are intended to be shared 55% - 45% between SVCEA and MBCPA, respectively. Unless otherwise agreed, we will send a monthly statement of our charges for legal services and for reimbursement of payments under this Engagement to SVCEA, who will be responsible for remitting payment to the Firm, and MBCPA will reimburse SVCEA 45% of the invoiced amount. The detail in the monthly statement will inform you of the nature and progress of our work and of the charges and expenditures being incurred.

Unless otherwise agreed, each monthly statement is fully due and payable upon receipt, but in no event later than thirty (30) days after its issuance date.

34102366v1 Item 1e Attachment 2 Silicon Valley Clean Energy Authority 1 March 7, 2018 troutman' Page 4 sanders

10. Disclaimer of Guarantee. Nothing in this Agreement should be construed as a promise or guarantee about the outcome of any matter which we are handling on your behalf. Our comments about the outcome of your matter are expressions of opinion only. If we should provide you with an estimate of the fees and costs which may be incurred in connection with our representation of you, it is important that you understand and acknowledge that any such estimate is merely an estimate based on numerous assumptions which may or may not prove to be correct and that any estimate is not a guarantee or agreement of what the maximum amount of fees and/or costs will be.

11. Future Matters. Unless otherwise agreed in writing between us, all other matters referred to us for representation shall be governed by the terms of this Agreement.

If this Agreement correctly sets forth your understanding of the scope of the services to be rendered to you by the Firm and if all of the terms set forth in this Agreement are satisfactory, then

34102366v1 Item 1e Attachment 2 Silicon Valley Clean Energy Authority 1 March 7, 2018 troutman' Page 5 sanders

please sign this Agreement and return it to me so that we will be engaged as your legal counsel. If the scope of services described is incorrect or if the terms set forth are not satisfactory to you, please let us know in order that we can discuss either aspect.

We look forward to working with you and thank you once again for the opportunity to be of service.

Sincerely,

TROUTMAN SANDERS LLP

Stephen C. Hall

I have read and understand the contents of this Agreement and consent to the Firm representing me on the terms set forth in this Agreement.

SILICON VALLEY CLEAN ENERGY AUTHORITY:

Dated: ______, 2018 By: Name: Girish Balachandran Title: CEO

cc: Tom Habashi, CEO of Monterey Bay Community Power Authority

34102366v1 Item 1f SILICON VALLEY CLEAN ENERGY 0

Staff Report – Item 1f

To: Silicon Valley Clean Energy Board of Directors

From: Girish Balachandran, CEO

Item 1f: Approve Amendment to FP1, Accounting Policy, to Remove Mention of Finance and Audit Committee and Replace with Audit Committee and Finance and Administration Committee

Date: 3/14/2018

RECOMMENDATION Approve amendment to Silicon Valley Clean Energy (SVCE) Accounting Policy, FP1.

BACKGROUND At the February 14, 2018 Board of Directors meeting, the Board approved a motion to establish a separate Audit Committee and a separate Finance and Administration Committee. The amendment to Financial Policy #1 – Accounting, reflects the motion to terminate the Finance and Audit Committee and replace with a separate Audit Committee and separate Finance and Administration Committee.

ATTACHMENTS 1. FP1 – Accounting Policy

Page 1 of 1 Item 1f Attachment 1 REVISED SILICON VALLEY CLEAN ENERGY 0 FP1 Category: FINANCE

ACCOUNTING POLICY

I. PURPOSE The purpose of this policy is to document the Agency’sAuthority’s method of accounting, audit schedule and standards of internal controls.

II. POLICY 1. The Agencyuthority will establish accounting practices that conform to Generally Accepted Accounting Principles (GAAP) for governmental entities.

2. An independent firm of Certified Public Accountant (CPAs) shall perform an annual financial audit and an official comprehensive annual financial report (CAFR) shall be issued no later than 6 months following fiscal year-end.

3. Audit contracts shall be competitively bid at least every five years, or sooner as desired by the Board. Staff will present the process and the results of its screening and selection process of the external auditor to the SVCE Board.

4. Quarterly, the Agency’suthority’s Accounting Statements including a Balance Sheet, a Profit and Loss Statement and Statement of Cash Flowsa Supplementary Schedule of Capital Projects shall be submitted to the SVCE Board of Directors.

5. Internal control procedures consistent with Section 404 of Sarbanes Oxley Act, shall be developed and routinely updated to ensure accurate financial reporting and an effective internal control structure over the assets of the Agency.uthority.

Page | 1 Adopted: 3/08/2017

Item 1f Attachment 1 REVISED SILICON VALLEY CLEAN ENERGY 0 FP1 Category: FINANCE

6. The SVCE Board of Directors shall establish a three-member Audit Committee to primarily oversee the audit of the Agency’s financial statements by the external auditor. The external auditor shall report directly to the Audit Committee. The SVCE Board of Directors shall establish a five-member Finance and Administration Committee to primarily provide financial oversight of the AgnecyAgency. may form a five-member advisory committee to serve as the Finance and Audit Committee. The committee primarily will be engaged in an oversight function regarding the Authority’s financial reporting processes and the effectiveness over internal controls. The audit committee, consistent with the Sarbanes Oxley Act, shall have Board member representation only. The external auditor shall report results directly to the Audit Committee.

7. A management letter, the by-product of an annual audit, shall be presented to the SVCE Board by the independent certified public accounting firm no later than 60 days from issuance of the Agency’s audited financial report.the Authority’s CAFR. The Board shall have final approval over the audit.

Page | 2 Adopted: 3/08/2017

Item 1g SILICON VALLEY CLEAN ENERGY 0

Staff Report – Item 1g

To: Silicon Valley Clean Energy Board of Directors

From: Girish Balachandran, CEO

Item 1g: Approve Amended SVCE Legislative Platform

Date: 3/14/2018

RECOMMENDATION Approve amended SVCE Legislative platform.

BACKGROUND At the March 6, 2018 Legislative Ad Hoc Committee meeting, the Committee discussed the legislative platform document that was developed at the legislative workshop in May 2017 and later approved by the Board. The Committee members recommended several updates, which have been incorporated into this updated version for the Board’s consideration. Additions include recognition of the role of the Legislative Ad Hoc Committee, an annual legislative review workshop at the end of each legislative session, and more specific language in support of certain policy priorities such as CCA formation and grid regionalization.

ATTACHMENTS 1. Proposed Amended SVCE Legislative Platform

Page 1 of 1 Item 1g Attachment 1 SILICON VALLEY CLEAN ENERGY 0 Silicon Valley Clean Energy Legislative Platform

Purpose Legislative action by the California state government shapes SVCE’s regulatory and economic environments, and affects its operations in fundamental ways. Depending on content, legislation can further empower CCAs or threaten their very existence. Monitoring legislative activity and engaging in advocacy to support helpful bills and amend threatening ones is thus a key part of SVCE’s commitment to serving its customers.

Due to the number of bills introduced every legislative session and the rapid pace at which bills are negotiated, amended, and voted on, it is impractical for the Board of Directors to directly review and approve every position SVCE takes on a bill. This platform is therefore designed to guide SVCE’s legislative advocacy by documenting a set of priorities agreed upon by SVCE’s Board of Directors. Staff will use this platform to gauge whether a bill falls within the limits of SVCE’s legislative interests, and also to determine how to prioritize bills when time and resources for advocacy are limited. By allowing for a degree of staff autonomy, SVCE’s legislative advocacy will be more efficient and effective.

Customer welfare will always be SVCE’s top legislative priority. However, this platform is also designed to guide an evolving advocacy portfolio that can grow with SVCE. Over time, increasing institutional capacity will allow us to expand into other areas that align with SVCE’s values. SVCE staff will maximize the effectiveness of our advocacy through collaboration with other stakeholders, including the California Community Choice Association (CalCCA), individual CCAs across the state, and other institutions as appropriate.

Process The Legislative Ad Hoc Committee of the Board (“Committee”) covers a topical jurisdiction that includes discussing bills and taking positions on them. SVCE staff will work with the Committee to develop overarching legislative strategy as well as SVCE’s initial stances on major bills. However, as mentioned above, the rapid pace of the legislative process means that SVCE staff will sometimes need to make decisions on bills or amendments without first consulting the Committee or Board. These decisions will be guided by both the priorities in this platform and past discussions with the Committee and Board.

SVCE will also hold a legislative review workshop every October at the conclusion of the legislative session. The purpose of the workshop will be to discuss the outcomes of that year’s legislative session, develop goals and priorities for the upcoming session, and identify any desired updates to this legislative platform. Updates to the platform will be incorporated by SVCE staff and formally presented for a vote at the November Board meeting.

Platform SVCE Customer Welfare Bills that directly threaten SVCE’s ability to provide its customers with reliable, affordable, carbon-free energy, or those that penalize CCA customers for leaving bundled service with the investor-owned utilities (IOUs), will always be SVCE’s top priority. These include but are not limited to bills that: ➢ Create new non-bypassable charges on the generation side ➢ Erode CCA procurement authority and local autonomy ➢ Distribute costs inequitably between bundled and unbundled customers.

Revised: March 14, 2018 Item 1g Attachment 1 SILICON VALLEY CLEAN ENERGY 0

Such bills often seek to achieve their goals by increasing Public Utilities Commission oversight, a technique that can infringe on CCA rights even if the broader goal of the bill is not in conflict with SVCE’s values. In such cases, SVCE staff will work with the authors to craft amendments that preserve the bill’s broader intent while respecting CCA autonomy and customer welfare.

Regulatory Structure The next tier of SVCE’s advocacy covers bills that seek to modify or reshape California’s fundamental energy regulatory and market structures. SVCE supports the development of frameworks that encourage competition and customer choice in energy technologies and services, while continuing to provide for reliability and universal access. By engaging on bills in this category, SVCE will help California develop a regulatory paradigm for a world of urgent climate mitigation needs, diversifying distributed energy resources, and increasing consumer interest in active management of their energy use and procurement. SVCE’s top priorities in this category include: ➢ Protecting the rights of all communities to form new CCAs or join existing ones ➢ Regionalizing California’s electricity grid in order to reduce global GHG emissions by o Increasing regional capacity to integrate variable renewable resources o Encouraging competition and cost reduction in the renewable energy sector, ultimately making renewable energy more cost-competitive with fossil resources

Climate Mitigation and Clean Energy Technologies If SVCE has resources available after covering the above two categories, the final tier includes bills that do not affect SVCE directly but are relevant to our values of promoting climate mitigation and carbon- free energy. This is a broad category that could include but is not limited to: ➢ Incentives for or policies governing distributed energy resources such as rooftop solar, electric vehicle, and home storage systems ➢ Innovation-focused bills that nourish or threaten California’s status as a leader on climate mitigation policy and technology ➢ Bills that affect how carbon-free energy resources are operated and integrated into the grid

Together, these three tiers will guide SVCE staff to an optimal use of advocacy resources that safeguards SVCE customer welfare, furthers statewide climate mitigation efforts, and helps make affordable, reliable, carbon-free energy available to more people than ever before.

Revised: March 14, 2018 Item 2 SILICON VALLEY CLEAN ENERGY 0

Staff Report – Item 2

To: Silicon Valley Clean Energy Board of Directors

From: Girish Balachandran, CEO

Item 2: Adopt Resolution to Approve SVCE Rate Schedules effective April 1, 2018

Date: 3/14/2018

RECOMMENDATION Staff recommends that the SVCE Board approve Resolution 2018-04 establishing the new SVCE electric rates effective April 1, 2018.

BACKGROUND During its June 2016 meeting, the SVCE Board approved a policy to set electric rates at 1% below the generation rates offered by PG&E on January 1, 2017. The Board also approved that the rates established for 2017 remain in effect through December 2018. The policy allows reexamination of the rates prior to January 2019, provided significant deviations in market prices or other extraordinary circumstances mandate an adjustment to the rates.

On January 11, 2017, the SVCE Board approved a full set of detailed SVCE generation rates effective April 1, 2017. These rates currently remain in effect.

In June 2017, PG&E projected a 16% increase to the Power Charge Indifference Adjustment (PCIA), and an estimated 1.5% decrease in generation rates, effective January 1, 2018. Accordingly, SVCE’s 2017 rates would need to be reduced by approximately 6% in 2018 to preserve a 1% savings level for SVCE customers. At the August 9, 2017 SVCE Board meeting, the Board approved a plan to reduce SVCE rates by 6% effective January 1, 2018, so that the 1% savings level relative to PG&E would be maintained. The impact of this anticipated reduction in rates was included in the approved FY 2017-18 Budget, reducing planned contributions to operating reserves by approximately $13.5M.

Between September and December of 2017, PG&E’s estimated rates for 2018 were updated on multiple occasions. Rather than the rate reductions forecasted in June, PG&E’s projections shifted toward a likely increase in rates, and a smaller increase in the PCIA of 14% versus 16%.

In early December, PG&E announced that their annual rate change would not occur on January 1st, 2018 as expected. Instead, rate changes would be announced in mid-February, and become effective March 1st. At SVCE’s December 13th, 2017 Board Meeting, staff presented an analysis of alternative rate change scenarios reflecting an anticipated 6% increase in PG&E rates. These scenarios included modifying rates in 2018 where necessary to maintain a minimum level of savings relative to PG&E (minimum savings of 1, 2 or 3%), reducing rates to absorb the impact of the PCIA increase, and establishing a standard level of savings relative to PG&E for all rate schedules (all level savings of 1, 2 or 3%).

PG&E’s official 2018 rate announcement on February 16th revealed increases in generation rates from 2017 averaging approximately 9%, 3% above what was anticipated in December. PCIA increases of approximately 11-14% were in line with the December projections. In this report, SVCE’s rate change analysis presented at the December 13th, 2017 Board meeting has been updated to reflect PG&E’s newly announced rates, and an expanded range of possible discount scenarios relative to PG&E rates.

Page 1 of 5 Item 2

Agenda Item: 2 Agenda Date: 3/14/2018

Changing Market Conditions – Supply

Since late 2017, regulatory changes and pending regulations have begun to affect SVCE’s power supply requirements and associated costs. Resolution E-4907, drafted in December of 2017 and approved in February of 2018, will result in a ~$2.4M - $3.8M increase for SVCE Resource Adequacy (RA) costs for 2018. The market for RA is likely to tighten over the next few years, due to plant retirements and reductions in RA value associated with solar and wind installations.

In addition, it will likely become necessary for SVCE to consider replacement of some or all of its ‘Bucket 2’ (PCC2) renewable energy with ‘Bucket 1’ (PCC1) resources. AB 1110 requires that the annual Power Content Label provided to all customers begin reporting portfolio GHG emissions intensity in 2020. Implementing this change requires adoption of a standardized accounting methodology for GHG emissions. Development of this methodology is ongoing at the California Energy Commission, but it is likely that while Bucket 1 resources will continue to be considered carbon free, some Bucket 2 resources will be assigned a non-zero emissions factor according to the type of resource used for firming and shaping their delivery. This outcome could result in a Power Content Label that contradicts SVCE’s claim of providing carbon free power unless the Bucket 2 resources are replaced with Bucket 1. In this case, the estimated cost of discontinuing SVCE purchase of Bucket 2 resources and replacing them with Bucket 1 would be $1.3M in 2018, $7.1M in 2019, $10.3M in 2020.

Criteria for Analyzing 2018 Rate Change Scenarios

As the Board considers changes to rates for 2018, it will be useful to evaluate alternative approaches against the following general criteria: • Meeting original SVCE target for contribution to reserves • Generating additional revenue to offset new RA, Bucket 1 cost impacts • Minimizing the number of rate increases • Avoiding price ‘gouging’ • Demonstrating clear savings vs PG&E for all SVCE customers • Balancing savings and overall cost impact across rate classes

ANALYSIS & DISCUSSION

Assuming SVCE 2017 generation rates remain unchanged, the overall delta between SVCE generation costs (including PCIA) and PG&E generation costs will rise from 1% in 2017 to an average of approximately 9% in 2018. This general case is modeled in Figure 1, below.

Figure 1: Updated 2018 SVCE Rate Scenario - General Case - 9+% increase in PG&E Gen Rate - 11-14% increase in PCIA rate - If SVCE 2017 rates remain unchanged, savings v/v PG&E grows to 6+%, but SVCE customer gen costs rise ~3% due to PCIA 6+% gen savings k with SVCE v/v 1% gen PG&E in 2018 savings -c v/v PG&E < ~ \ in 2017 < u 3% increase in total gen u cost to SVCE customers Q. 2017 SVCE due to 2018 PCIA increase Gen Rate If no change in 2017 (Set through rc ro cc cc SVCE gen rate Dec 2018) c c 0) /l >S< )

2017 2017 2018 2018

Page 2 of 5 Item 2

Agenda Item: 2 Agenda Date: 3/14/2018

If SVCE generation rates remained unchanged at 2017 levels, a typical SVCE customer will pay approximately 3% more for generation after March 1st 2018, due to the increase in PG&E’s PCIA fee. But the same customer would be now be paying about 6% less than if they were a PG&E generation customer.

There are exceptions to the general case described above. PG&E rate changes for 2018 do not apply evenly across their 40 rate schedules. Further, within given rate schedules, there are often multiple ‘rate components’. For example, a large industrial customer on an E20 rate schedule has seven different rate components - covering when electricity is used during the day (time of use, or ‘TOU’ periods) and season (summer or winter), for charges associated with usage (kilowatt hours) or capacity (kilowatts). In total, SVCE’s 40 rate schedules include a total of 179 rate components.

At the December 13th, 2017 BOD meeting, the three alternative rate change scenarios described in the table below were reviewed. Due to the larger than expected price increase from PG&E, the ‘Options’ for rate setting scenarios 1 and 3 have been expanded from 1%, 2% and 3% in December to 5%, 6%, and 7% currently.

Rate Setting Scenario Description Options

1) Minimum of at least Maintain all SVCE generation rate components at Min 5% [x]% savings v/v PG&E 2017 levels except where lowering is necessary to in 2018 maintain a minimum [x]% rate savings, versus Min 6% PG&E generation rate less PCIA Min 7%

2) Absorb increase in Lower all SVCE generation rate components as Absorb PG&E’s PCIA for 2018 necessary to absorb increase in PG&E PCIA rates for 2018 – thus keeping SVCE’s 2018 generation rate plus PCIA equivalent to 2017

3) Savings v/v PG&E of All 2018 SVCE generation rate components, inclusive All 5% exactly [x]% for all of PCIA, are set so that the cost to the customer for rates in 2018 SVCE service remains exactly [x]% below PG&E All 6% generation service for 2018 All 7%

SVCE Rate Structures and Applicability

SVCE’s current rate sheet includes 40 rate schedules, corresponding to distinct PG&E generation rate options. The following table identifies top SVCE rate schedules, in terms of the number of customers subscribed and percentage of SVCE’s overall load.

Rate Description Accounts % of % SVCE Typical Gen + Accounts Load PCIA Cost/mo E1 Residential 198,400 81% 33% $ 44 E-TOU Residential Time of Use 7,600 3% 1% $ 35 EV-A Residential EV 5,000 2% 2% $ 97 A1 Small Commercial 17,700 7% 10% $ 150 A10 Medium Commercial 2,100 1% 15% $ 1,940 E19 Large Commercial 1,200 0.5% 25% $ 17,700 E20 Industrial 30 0.01% 10% $ 49,600 Source: SVCE 2017 data, all figures rounded/approximated for clarity.

Page 3 of 5 Item 2

Agenda Item: 2 Agenda Date: 3/14/2018

Analysis of Rate Scenarios

The following Rate Scenario Analysis table lists each of the scenarios and options. For reach rate option, several attributes have been modeled. These include:

• the option’s approximate impact on SVCE’s projected operating margin in calendar year 2018 • the average rate differential between PG&E’s 2018 generation rate, and SVCE’s 2018 generation rate plus PCIA and Franchise Fee • the number of SVCE rate components with rate increases for 2018 • the number of SVCE rate components with rate decreases for 2018 • for key rate classes E1 (residential), A1 (small commercial) and E19 (large commercial): o the difference between PG&E’s 2018 generation rate, and SVCE’s 2018 generation rate plus PCIA and Franchise Fee o the net % change in customer costs for electricity, including SVCE gen rate and PCIA for 2018

SVCE 2018 Rate Scenario Analysis

Annualized SVCE 2018 Customer SVCE 2018 Gen SVCE 2018 Gen E-l Tiered A-lSmall E-19 Large Operating Margin Savings v/v PG&E Rate Increases Rate Decreases Residential Rate Commercial Rate Commercial Rate Impact ($M) (Average %) (No) (No) Impacts Impacts Impacts Scenario/Option Min 5% +13.9M 7.40% 0 3 SVCE Savings vs PG&E => -5.71% -7.36% -8.38% SVCE Customer Cost Change => 4.35% 2.06% 1.52%

Min 6% +13.4M 7.50% 0 26 SVCE Savings vs PG&E => -6.00% -7.37% -8.38% SVCE Customer Cost Change => 4.04% 2.04% 1.52%

Min 7% +12.0M 7.90% 0 55 SVCE Savings vs PG&E => -7% -7.58% -8.38% SVCE Customer Cost Change => 2.93% 1.81% 1.52%

Absorb PCIA +6.6M 9.70% 0 147 SVCE Savings vs PG&E => -9.65% -9.22% -9.75% SVCE Customer Cost Change => 0.00% 0.00% 0.00%

All 5% +24.2M 5% 176 3 SVCE Savings vs PG&E => -5.00% -5.00% -5.00% SVCE Customer Cost Change => 5.14% 4.45% 4.95%

All 6% +20.5M 6% 153 26 SVCE Savings vs PG&E => -6.00% -6.00% -6.00% SVCE Customer Cost Change => 4.04% 3.43% 3.94%

All 7% +16.8M 7% 124 55 SVCE Savings vs PG&E => -7.00% -7.00% -7.00% SVCE Customer Cost Change => 2.93% 2.39% 2.91%

All of the scenario options shown above demonstrate a positive 2018 operating margin impact, varying from a low of $6.6M to a maximum value of $24.2M. Three scenarios/options are evaluated below, relative to the criteria outlined earlier in this report, ‘Min 6%’, Absorb, and ‘All 6%’:

Min Absorb All 6% PCIA 6% Meet oriainal SVCE taraet for contribution to reserves V V

Additional revenue to offset RA, Bucket 1 cost impacts V

Minimum number of rate increases V V

Avoid price 'gouging' V V V

Increase savings vs PG&E for all SVCE customers V V V

Balanced savings and cost impact across rate classes V V

Page 4 of 5 Item 2

Agenda Item: 2 Agenda Date: 3/14/2018

The SVCE Executive Committee met on February 27 and reviewed the options. The Executive Committee unanimously recommended the ‘All 6%’ option be brought to the full Board for consideration. This option increases savings for all SVCE customers to 6% versus PG&E’s generation rates. This compares to a 1% savings level in 2017. In addition, All 6% adds a projected $20.5M to SVCE’s 2018 operating margin. This amount restores SVCE’s rate of contribution to reserves to a level consistent with original FY 17-18 expectations – prior to the impact of rate decreases planned into the budget in August of 2017 (reduction of ~$13.5M). Also, All 6% increases revenues by $7M, to address unanticipated costs, including Resource Adequacy ($2.8M– $3.8M in 2018) and Bucket 1 renewables ($1.3M in 2018, and growing in 2019).

The All 6% option requires 1-3% increases to many commercial rate schedules, spanning 153 rate components - in addition to the ~2% increase already incurred due to PG&E’s PCIA increase. Yet this option will mean SVCE rate competitiveness across all commercial and residential rate schedules is established at the same percentage below PG&E (6%), and would actually result in a slight decrease in SVCE’s E-1 residential generation rate, applying to more than 80% SVCE’s customer accounts.

Finally, as outlined in SVCE’s original rate setting policy, new SVCE rates made as of April 2018 will most likely be updated again effective early 2019. SVCE’s 2019 rates will reflect the latest prices in the energy market, PG&E’s projected 2019 rates, regulatory developments and SVCE’s financial performance during its first two years of operation.

100% Renewable Energy Option The GreenPrime rate for 2018, SVCE’s 100% renewable energy option, will remain unchanged from 2017. The charge is equivalent to the per unit cost difference between the default energy mix of 50% eligible renewable/carbon free energy and the 100% eligible renewable energy mix. This premium is calculated to be $0.008 per kWh, which is added to the otherwise applicable rate for the default GreenStart service offering.

FISCAL IMPACT The adoption of rates will have an impact on the finances of Silicon Valley Clean Energy as described in the ‘Annualized SVCE Operating Margin Impact’ column shown in the Rate Scenario Analysis table above.

CONCLUSION AND RECOMMENDATIONS

The SVCE Executive Committee has reviewed this Staff proposal, and unanimously recommends that 2018 rates are established per the ‘All 6%’ scenario/option described above. While ‘All 6%’ will require modest SVCE rate increases for a majority of rate schedules, this option is recommended because: • SVCE meets original SVCE target for contribution to reserves • Provides additional revenue to offset new RA costs, Bucket 2 regulatory risks • Expands SVCE’s savings vs PG&E to 6% for all rates, and avoids price gouging • Balances cost impacts across all rate classes – residential and commercial

ATTACHMENTS

1. Resolution 2018-04 Approving SVCE Rate Schedule Effective April 1, 2018

Page 5 of 5 Item 2 Attachment 1

SILICON VALLEY CLEAN ENERGY AUTHORITY RESOLUTION NO. 2018-04

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SILICON VALLEY CLEAN ENERGY AUTHORITY APPROVING CUSTOMER GENERATION RATES WHEREAS, the Silicon Valley Clean Energy Authority (“Authority”) was formed on March 31, 2016 pursuant to a Joint Powers Agreement to study, promote, develop, conduct, operate, and manage energy programs in Santa Clara County; and WHEREAS, at the June 8, 2016 Board of Directors Meeting , the Board adopted the policy that the Authority’s customer generation rates for the default service will be 1% lower than Pacific Gas & Electric’s generation rates in place as of January 2017; the policy allows reexamination of the rates during the first two years of operation, provided significant deviations in market prices or other extraordinary circumstances mandate an adjustment to the rates; and WHEREAS, the Board adopted Resolution No. 2017-01 on January 11, 2017 approving customer generation rates to remain in effect through 2018 in accordance with the above policy; and

WHEREAS, on March 3, 2017, the Board adopted Financial Policy No. 5 which provided that customer generation rates will remain unchanged in 2018 subject to substantial and unexpected volatility in wholesale power pricing; and

WHEREAS, PG&E has announced its new customer generation rates that will go into effect on April 1, 2018 that reflect a substantial and unexpected increase in its existing rates that at least in part are due to volatility in wholesale power pricing; and WHEREAS, due to these unexpected circumstances and for the reasons described in more detail in the agenda report, staff is recommending a reduction in the 2017 customer generation rates so that the Authority’s customer generation rates will be 6% lower than PG&E’s generation rates that will be effective on April 1, 2018. NOW THEREFORE, the Board of Directors of the Silicon Valley Clean Energy Authority does hereby resolve, determine, and order as follows: Section 1. The rate schedules as set forth in Exhibit A, attached hereto, are hereby approved. Section 2. The rates set forth in Exhibit A shall remain in effect through December 2018. Section 3. Resolution No. 2017-01 is hereby rescinded.

1 RESOLUTION 2018-04

Item 2 Attachment 1

PASSED AND ADOPTED this 14th day of March, 2018.

Chair

ATTEST:

Andrea Pizano, Board Secretary

Attachment 1: 2018 Electric Generation Rates

2 RESOLUTION 2018-04 Silicon Valley Clean Energy EXHIBIT A SILICON VALLEY Non-Residential Generation Rates, Effective April 1, 2018 V3/ CLEAN ENERGY SVCE SVCE SVCE Rate Time of Use Generation PG&E Generation Schedule Period Rates Surcharges Service Type Notes

A-1-A Summer (May-Oct) $ 0.09139 +$ 0.02528 = $ 0.11667 Energy Charge ($/kWh) Rates applicable to all usage throughout the season

Winter (Nov-Apr) $ 0.05581 +$ 0.02528 = $ 0.08109 Energy Charge ($/kWh) Rates applicable to all usage throughout the season

A-1-B Summer (May-Oct)

PEAK$ 0.10691 +$ 0.02528 = $ 0.13219 Energy Charge ($/kWh) 12 Noon to 6 P.M. Monday through Friday (except holidays)

PART-PEAK$ 0.08350 +$ 0.02528 = $ 0.10878 Energy Charge ($/kWh) 8:30 A.M. to 12 Noon and 6 P.M. to 9:30 P.M. Monday through Friday (except holidays)

OFF-PEAK$ 0.05641 +$ 0.02528 = $ 0.08169 Energy Charge ($/kWh) 9:30 P.M. to 8:30 A.M. Monday through Friday

Winter (Nov-Apr)

PART-PEAK$ 0.08330 +$ 0.02528 = $ 0.10858 Energy Charge ($/kWh) 8:30 A.M. to 9:30 P.M. Monday through Friday (except holidays)

OFF-PEAK$ 0.06260 +$ 0.02528 = $ 0.08788 Energy Charge ($/kWh) 9:30 P.M. to 8:30 A.M. Monday through Friday, alll day Saturday and Sunday, holidays

A-6 Summer (May-Oct)

PEAK$ 0.33857 +$ 0.02528 = $ 0.36385 Energy Charge ($/kWh) 12 Noon to 6 P.M. Monday through Friday (except holidays)

PART-PEAK$ 0.10139 +$ 0.02528 = $ 0.12667 Energy Charge ($/kWh) 8:30 A.M. to 12 Noon and 6 P.M. to 9:30 P.M. Monday through Friday (except holidays)

OFF-PEAK$ 0.04368 +$ 0.02528 = $ 0.06896 Energy Charge ($/kWh) 9:30 P.M. to 8:30 A.M. Monday through Friday, all day Saturday and Sunday, holidays

Winter (Nov-Apr)

PART-PEAK$ 0.06889 +$ 0.02528 = $ 0.09417 Energy Charge ($/kWh) 8:30 A.M. to 9:30 P.M. Monday through Friday (except holidays)

OFF-PEAK$ 0.05157 +$ 0.02528 = $ 0.07685 Energy Charge ($/kWh) 9:30 P.M. to 8:30 A.M. Monday through Friday and all day Saturday and Sunday, holidays

A-10-A Summer (May-Oct) $ 0.08066 +$ 0.02568 = $ 0.10634 Energy Charge ($/kWh) Rates applicable to all usage throughout the season

SUMMER MAX$ 4.84 +$ 0.02568 = $ 4.84 Demand Charge ($/kW)

Winter (Nov-Apr) $ 0.05653 +$ 0.02568 = $ 0.08221 Energy Charge ($/kWh) Rates applicable to all usage throughout the season Silicon Valley Clean Energy EXHIBIT A SILICON VALLEY Non-Residential Generation Rates, Effective April 1, 2018 V3/ CLEAN ENERGY SVCE SVCE SVCE Rate Time of Use Generation PG&E Generation Schedule Period Rates Surcharges Service Type Notes

A-10-B Summer (May-Oct)

PEAK$ 0.13491 +$ 0.02568 = $ 0.16059 Energy Charge ($/kWh) 12 Noon to 6 P.M. Monday through Friday (except holidays)

PART-PEAK$ 0.08033 +$ 0.02568 = $ 0.10601 Energy Charge ($/kWh) 8:30 A.M. to 12 Noon and 6 P.M. to 9:30 P.M. Monday through Friday (except holidays)

OFF-PEAK$ 0.05254 +$ 0.02568 = $ 0.07822 Energy Charge ($/kWh) 9:30 P.M. to 8:30 A.M. Monday through Friday, all day Saturday and Sunday, holidays

SUMMER MAX$ 4.84 + = $ 4.84 Demand Charge ($/kW)

Winter (Nov-Apr)

PART-PEAK$ 0.06454 +$ 0.02568 = $ 0.09022 Energy Charge ($/kWh) 8:30 A.M. to 9:30 P.M. Monday through Friday (except holidays)

OFF-PEAK$ 0.04765 +$ 0.02568 = $ 0.07333 Energy Charge ($/kWh) 9:30 P.M. to 8:30 A.M. Monday through Friday, all day Saturday and Sunday, holidays

A-10-B-P Summer (May-Oct)

PEAK$ 0.12951 +$ 0.02568 = $ 0.15519 Energy Charge ($/kWh) 12 Noon to 6 P.M. Monday through Friday (except holidays)

PART-PEAK$ 0.07712 +$ 0.02568 = $ 0.10280 Energy Charge ($/kWh) 8:30 A.M. to 12 Noon and 6 P.M. to 9:30 P.M. Monday through Friday (except holidays)

OFF-PEAK$ 0.05044 +$ 0.02568 = $ 0.07612 Energy Charge ($/kWh) 9:30 P.M. to 8:30 A.M. Monday through Friday, all day Saturday and Sunday, holidays

SUMMER MAX$ 4.65 + = $ 4.65 Demand Charge ($/kW)

Winter (Nov-Apr)

PART-PEAK$ 0.06196 +$ 0.02568 = $ 0.08764 Energy Charge ($/kWh) 8:30 A.M. to 9:30 P.M. Monday through Friday (except holidays)

OFF-PEAK$ 0.04574 +$ 0.02568 = $ 0.07142 Energy Charge ($/kWh) 9:30 P.M. to 8:30 A.M. Monday through Friday, all day Saturday and Sunday, holidays Silicon Valley Clean Energy EXHIBIT A SILICON VALLEY Non-Residential Generation Rates, Effective April 1, 2018 V3/ CLEAN ENERGY SVCE SVCE SVCE Rate Time of Use Generation PG&E Generation Schedule Period Rates Surcharges Service Type Notes

E-19-S Summer (May-Oct)

PEAK$ 0.10473 +$ 0.02165 = $ 0.12638 Energy Charge ($/kWh) 12:00 noon to 6:00 p.m. Monday through Friday (except holidays)

8:30 a.m. to 12:00 noon Monday through Friday AND PART-PEAK$ 0.06463 +$ 0.02165 = $ 0.08628 Energy Charge ($/kWh) 6:00 p.m. to 9:30 p.m. Friday (except holidays) 9:30 p.m. to 8:30 a.m. Monday through Friday, and OFF-PEAK$ 0.03808 +$ 0.02165 = $ 0.05973 Energy Charge ($/kWh) All day Saturday, Sunday, and holidays

PEAK$ 12.50000 + = $ 12.50 Demand Charge ($/kW)

PART-PEAK$ 3.09000 + = $ 3.09 Demand Charge ($/kW)

Winter (Nov-Apr)

PART-PEAK$ 0.05915 +$ 0.02165 = $ 0.08080 Energy Charge ($/kWh) 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays)

9:30 p.m. to 8:30 a.m. Monday through Friday, OFF-PEAK$ 0.04467 +$ 0.02165 = $ 0.06632 Energy Charge ($/kWh) All day Saturday, Sunday, and holidays

E-19-P Summer (May-Oct)

PEAK$ 0.09569 +$ 0.02165 = $ 0.11734 Energy Charge ($/kWh) 12:00 noon to 6:00 p.m. Monday through Friday (except holidays)

8:30 a.m. to 12:00 noon Monday through Friday (except holidays) AND PART-PEAK$ 0.05769 +$ 0.02165 = $ 0.07934 Energy Charge ($/kWh) 6:00 p.m. to 9:30 p.m. Monday through Friday (except holidays) 9:30 p.m. to 8:30 a.m. Monday through Friday, and OFF-PEAK$ 0.03327 +$ 0.02165 = $ 0.05492 Energy Charge ($/kWh) All day Saturday, Sunday, and holidays

PEAK$ 11.18000 + = $ 11.18 Demand Charge ($/kW)

PART-PEAK$ 2.72000 + = $ 2.72 Demand Charge ($/kW)

Winter (Nov-Apr)

PART-PEAK$ 0.05256 +$ 0.02165 = $ 0.07421 Energy Charge ($/kWh) 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays)

9:30 p.m. to 8:30 a.m. Monday through Friday, OFF-PEAK$ 0.03930 +$ 0.02165 = $ 0.06095 Energy Charge ($/kWh) All day Saturday, Sunday, and holidays Silicon Valley Clean Energy EXHIBIT A SILICON VALLEY Non-Residential Generation Rates, Effective April 1, 2018 V3/ CLEAN ENERGY SVCE SVCE SVCE Rate Time of Use Generation PG&E Generation Schedule Period Rates Surcharges Service Type Notes

E-19-T Summer (May-Oct)

PEAK$ 0.05999 +$ 0.02165 = $ 0.08164 Energy Charge ($/kWh) 12:00 noon to 6:00 p.m. Monday through Friday (except holidays)

8:30 a.m. to 12:00 noon Monday through Friday AND PART-PEAK$ 0.04750 +$ 0.02165 = $ 0.06915 Energy Charge ($/kWh) 6:00 p.m. to 9:30 p.m. Monday through Friday (except holidays) 9:30 p.m. to 8:30 a.m. Monday through Friday, and OFF-PEAK$ 0.03100 +$ 0.02165 = $ 0.05265 Energy Charge ($/kWh) All day Saturday, Sunday, and holidays

PEAK$ 12.30 + = $ 12.30 Demand Charge ($/kW)

PART-PEAK$ 3.08 + = $ 3.08 Demand Charge ($/kW)

Winter (Nov-Apr)

PART-PEAK$ 0.04947 +$ 0.02165 = $ 0.07112 Energy Charge ($/kWh) 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays)

9:30 p.m. to 8:30 a.m. Monday through Friday, OFF-PEAK$ 0.03679 +$ 0.02165 = $ 0.05844 Energy Charge ($/kWh) All day Saturday, Sunday, and holidays

E-19-R-S Summer (May-Oct)

PEAK$ 0.24256 +$ 0.02165 = $ 0.26421 Energy Charge ($/kWh) 12:00 noon to 6:00 p.m. Monday through Friday (except holidays)

8:30 a.m. to 12:00 noon Monday through Friday AND PART-PEAK$ 0.09501 +$ 0.02165 = $ 0.11845 Energy Charge ($/kWh) 6:00 p.m. to 9:30 p.m. Monday through Friday (except holidays) 9:30 p.m. to 8:30 a.m. Monday through Friday, and OFF-PEAK$ 0.03808 +$ 0.02165 = $ 0.05973 Energy Charge ($/kWh) All day Saturday, Sunday, and holidays

Winter (Nov-Apr)

PART-PEAK$ 0.05915 +$ 0.02165 = $ 0.08080 Energy Charge ($/kWh) 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays)

9:30 p.m. to 8:30 a.m. Monday through Friday, OFF-PEAK$ 0.04467 +$ 0.02165 = $ 0.06632 Energy Charge ($/kWh) All day Saturday, Sunday, and holidays Silicon Valley Clean Energy EXHIBIT A SILICON VALLEY Non-Residential Generation Rates, Effective April 1, 2018 V3/ CLEAN ENERGY SVCE SVCE SVCE Rate Time of Use Generation PG&E Generation Schedule Period Rates Surcharges Service Type Notes

E-19-R-P Summer (May-Oct)

PEAK$ 0.22787 +$ 0.02165 = $ 0.24952 Energy Charge ($/kWh) 12:00 noon to 6:00 p.m. Monday through Friday (except holidays)

8:30 a.m. to 12:00 noon Monday through Friday AND PART-PEAK$ 0.08775 +$ 0.02165 = $ 0.10940 Energy Charge ($/kWh) 6:00 p.m. to 9:30 p.m. Monday through Friday (except holidays) 9:30 p.m. to 8:30 a.m. Monday through Friday, and OFF-PEAK$ 0.03327 +$ 0.02165 = $ 0.05492 Energy Charge ($/kWh) All day Saturday, Sunday, and holidays

Winter (Nov-Apr)

PART-PEAK$ 0.05256 +$ 0.02165 = $ 0.07421 Energy Charge ($/kWh) 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays)

9:30 p.m. to 8:30 a.m. Monday through Friday, OFF-PEAK$ 0.03930 +$ 0.02165 = $ 0.06095 Energy Charge ($/kWh) All day Saturday, Sunday, and holidays

E-19-R-T Summer (May-Oct)

PEAK$ 0.22700 +$ 0.02165 = $ 0.24865 Energy Charge ($/kWh) 12:00 noon to 6:00 p.m. Monday through Friday (except holidays)

8:30 a.m. to 12:00 noon Monday through Friday AND PART-PEAK$ 0.08436 +$ 0.02165 = $ 0.10601 Energy Charge ($/kWh) 6:00 p.m. to 9:30 p.m. Monday through Friday (except holidays) 9:30 p.m. to 8:30 a.m. Monday through Friday, and OFF-PEAK$ 0.03100 +$ 0.02165 = $ 0.05265 Energy Charge ($/kWh) All day Saturday, Sunday, and holidays

Winter (Nov-Apr)

PART-PEAK$ 0.04947 +$ 0.02165 = $ 0.07112 Energy Charge ($/kWh) 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays)

9:30 p.m. to 8:30 a.m. Monday through Friday, OFF-PEAK$ 0.03679 +$ 0.02165 = $ 0.05844 Energy Charge ($/kWh) All day Saturday, Sunday, and holidays Silicon Valley Clean Energy EXHIBIT A SILICON VALLEY Non-Residential Generation Rates, Effective April 1, 2018 V3/ CLEAN ENERGY SVCE SVCE SVCE Rate Time of Use Generation PG&E Generation Schedule Period Rates Surcharges Service Type Notes

E-20-S Summer (May-Oct)

PEAK$ 0.09680 +$ 0.02083 = $ 0.11763 Energy Charge ($/kWh) 12:00 noon to 6:00 p.m. Monday through Friday (except holidays)

8:30 a.m. to 12:00 noon Monday through Friday AND PART-PEAK$ 0.06032 +$ 0.02083 = $ 0.08115 Energy Charge ($/kWh) 6:00 p.m. to 9:30 p.m. Monday through Friday (except holidays) 9:30 p.m. to 8:30 a.m. Monday through Friday, and OFF-PEAK$ 0.03527 +$ 0.02083 = $ 0.05610 Energy Charge ($/kWh) All day Saturday, Sunday, and holidays

PEAK$ 12.12 + = $ 12.12 Demand Charge ($/kW)

PART-PEAK$ 2.99 + = $ 2.99 Demand Charge ($/kW)

Winter (Nov-Apr)

PART-PEAK$ 0.05503 +$ 0.02083 = $ 0.07586 Energy Charge ($/kWh) 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays)

9:30 p.m. to 8:30 a.m. Monday through Friday, OFF-PEAK$ 0.04145 +$ 0.02083 = $ 0.06228 Energy Charge ($/kWh) All day Saturday, Sunday, and holidays

E-20-P Summer (May-Oct)

PEAK$ 0.10074 +$ 0.01944 = $ 0.12018 Energy Charge ($/kWh) 12:00 noon to 6:00 p.m. Monday through Friday (except holidays)

8:30 a.m. to 12:00 noon Monday through Friday AND PART-PEAK$ 0.06052 +$ 0.01944 = $ 0.07996 Energy Charge ($/kWh) 6:00 p.m. to 9:30 p.m. Monday through Friday (except holidays) 9:30 p.m. to 8:30 a.m. Monday through Friday, and OFF-PEAK$ 0.03579 +$ 0.01944 = $ 0.05523 Energy Charge ($/kWh) All day Saturday, Sunday, and holidays

PEAK$ 13.31 + = $ 13.31 Demand Charge ($/kW)

PART-PEAK$ 3.15 + = $ 3.15 Demand Charge ($/kW)

Winter (Nov-Apr)

PART-PEAK$ 0.05523 +$ 0.01944 = $ 0.07467 Energy Charge ($/kWh) 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays)

9:30 p.m. to 8:30 a.m. Monday through Friday, OFF-PEAK$ 0.04187 +$ 0.01944 = $ 0.06131 Energy Charge ($/kWh) All day Saturday, Sunday, and holidays Silicon Valley Clean Energy EXHIBIT A SILICON VALLEY Non-Residential Generation Rates, Effective April 1, 2018 V3/ CLEAN ENERGY SVCE SVCE SVCE Rate Time of Use Generation PG&E Generation Schedule Period Rates Surcharges Service Type Notes

E-20-T Summer (May-Oct)

PEAK$ 0.06134 +$ 0.01786 = $ 0.07920 Energy Charge ($/kWh) 12:00 noon to 6:00 p.m. Monday through Friday (except holidays)

8:30 a.m. to 12:00 noon Monday through Friday AND PART-PEAK$ 0.04923 +$ 0.01786 = $ 0.06709 Energy Charge ($/kWh) 6:00 p.m. to 9:30 p.m. Monday through Friday (except holidays) 9:30 p.m. to 8:30 a.m. Monday through Friday, and OFF-PEAK$ 0.03320 +$ 0.01786 = $ 0.05106 Energy Charge ($/kWh) All day Saturday, Sunday, and holidays

PEAK$ 15.73 + = $ 15.73 Demand Charge ($/kW)

PART-PEAK$ 3.75 + = $ 3.75 Demand Charge ($/kW)

Winter (Nov-Apr)

PART-PEAK$ 0.05113 +$ 0.01786 = $ 0.06899 Energy Charge ($/kWh) 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays)

9:30 p.m. to 8:30 a.m. Monday through Friday, OFF-PEAK$ 0.03883 +$ 0.01786 = $ 0.05669 Energy Charge ($/kWh) All day Saturday, Sunday, and holidays

E-20-R-S Summer (May-Oct)

PEAK$ 0.21961 +$ 0.02083 = $ 0.24044 Energy Charge ($/kWh) 12:00 noon to 6:00 p.m. Monday through Friday (except holidays)

8:30 a.m. to 12:00 noon Monday through Friday AND PART-PEAK$ 0.09046 +$ 0.02083 = $ 0.11129 Energy Charge ($/kWh) 6:00 p.m. to 9:30 p.m. Monday through Friday (except holidays) 9:30 p.m. to 8:30 a.m. Monday through Friday, and OFF-PEAK$ 0.03527 +$ 0.02083 = $ 0.05610 Energy Charge ($/kWh) All day Saturday, Sunday, and holidays

Winter (Nov-Apr)

PART-PEAK$ 0.05503 +$ 0.02083 = $ 0.07586 Energy Charge ($/kWh) 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays)

9:30 p.m. to 8:30 a.m. Monday through Friday, OFF-PEAK$ 0.04145 +$ 0.02083 = $ 0.06228 Energy Charge ($/kWh) All day Saturday, Sunday, and holidays Silicon Valley Clean Energy EXHIBIT A SILICON VALLEY Non-Residential Generation Rates, Effective April 1, 2018 V3/ CLEAN ENERGY SVCE SVCE SVCE Rate Time of Use Generation PG&E Generation Schedule Period Rates Surcharges Service Type Notes

E-20-R-P Summer (May-Oct)

PEAK$ 0.23762 +$ 0.01944 = $ 0.25706 Energy Charge ($/kWh) 12:00 noon to 6:00 p.m. Monday through Friday (except holidays)

8:30 a.m. to 12:00 noon Monday through Friday AND PART-PEAK$ 0.09008 +$ 0.01944 = $ 0.10952 Energy Charge ($/kWh) 6:00 p.m. to 9:30 p.m. Monday through Friday (except holidays) 9:30 p.m. to 8:30 a.m. Monday through Friday, and OFF-PEAK$ 0.03579 +$ 0.01944 = $ 0.05523 Energy Charge ($/kWh) All day Saturday, Sunday, and holidays

Winter (Nov-Apr)

PART-PEAK$ 0.05523 +$ 0.01944 = $ 0.07467 Energy Charge ($/kWh) 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays)

9:30 p.m. to 8:30 a.m. Monday through Friday, OFF-PEAK$ 0.04187 +$ 0.01944 = $ 0.06131 Energy Charge ($/kWh) All day Saturday, Sunday, and holidays

E-20-R-T Summer (May-Oct)

PEAK$ 0.23020 +$ 0.01786 = $ 0.24806 Energy Charge ($/kWh) 12:00 noon to 6:00 p.m. Monday through Friday (except holidays)

8:30 a.m. to 12:00 noon Monday through Friday AND PART-PEAK$ 0.08486 +$ 0.01786 = $ 0.10272 Energy Charge ($/kWh) 6:00 p.m. to 9:30 p.m. Monday through Friday (except holidays) 9:30 p.m. to 8:30 a.m. Monday through Friday, and OFF-PEAK$ 0.03320 +$ 0.01786 = $ 0.05106 Energy Charge ($/kWh) All day Saturday, Sunday, and holidays

Winter (Nov-Apr)

PART-PEAK$ 0.05113 +$ 0.01786 = $ 0.06899 Energy Charge ($/kWh) 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays)

9:30 p.m. to 8:30 a.m. Monday through Friday, OFF-PEAK$ 0.03883 +$ 0.01786 = $ 0.05669 Energy Charge ($/kWh) All day Saturday, Sunday, and holidays

AG-1-A Summer (May-Oct) $ 0.07647 +$ 0.02516 = $ 0.10163 Energy Charge ($/kWh) Rates applicable to all usage throughout the season

SUMMER MAX$ 1.35 + = $ 1.35 Demand Charge ($/kW)

Winter (Nov-Apr) $ 0.05700 +$ 0.02516 = $ 0.08216 Energy Charge ($/kWh) Rates applicable to all usage throughout the season

AG-1-B Summer (May-Oct) $ 0.07940 +$ 0.02516 = $ 0.10456 Energy Charge ($/kWh) Rates applicable to all usage throughout the season

SUMMER MAX$ 2.02 + = $ 2.02 Demand Charge ($/kW)

Winter (Nov-Apr) $ 0.05707 +$ 0.02516 = $ 0.08223 Energy Charge ($/kWh) Rates applicable to all usage throughout the season Silicon Valley Clean Energy EXHIBIT A SILICON VALLEY Non-Residential Generation Rates, Effective April 1, 2018 V3/ CLEAN ENERGY SVCE SVCE SVCE Rate Time of Use Generation PG&E Generation Schedule Period Rates Surcharges Service Type Notes

AG-RA Summer (May-Oct)

Group I 12:00 noon to 6:00 p.m. Monday, Tuesday, Wednesday PEAK$ 0.24282 +$ 0.02516 = $ 0.26798 Energy Charge ($/kWh) Group II 12:00 noon to 6:00 p.m. Wednesday, Thursday, Friday All other hours Monday through Friday OFF-PEAK$ 0.04480 +$ 0.02516 = $ 0.06996 Energy Charge ($/kWh) All day Saturday, Sunday, holidays

SUMMER$ 1.30 + = $ 1.30 Demand Charge ($/kW)

Winter (Nov-Apr)

PART-PEAK$ 0.05186 +$ 0.02516 = $ 0.07702 Energy Charge ($/kWh) 8:30 a.m. to 9:30 p.m. Monday through Friday

All other hours Monday through Friday OFF-PEAK$ 0.04089 +$ 0.02516 = $ 0.06605 Energy Charge ($/kWh) All day Saturday, Sunday, holidays

AG-RB Summer (May-Oct)

Group I 12:00 noon to 6:00 p.m. Monday, Tuesday, Wednesday PEAK$ 0.21716 +$ 0.02516 = $ 0.24232 Energy Charge ($/kWh) Group II 12:00 noon to 6:00 p.m. Wednesday, Thursday, Friday All other hours Monday through Friday OFF-PEAK$ 0.04431 +$ 0.02516 = $ 0.06947 Energy Charge ($/kWh) All day Saturday, Sunday, holidays

MAX$ 1.92 + = $ 1.92 Demand Charge ($/kW)

PEAK$ 2.16 + = $ 2.16 Demand Charge ($/kW)

Winter (Nov-Apr)

PART-PEAK$ 0.03884 +$ 0.02516 = $ 0.06400 Energy Charge ($/kWh) 8:30 a.m. to 9:30 p.m. Monday through Friday

All other hours Monday through Friday OFF-PEAK$ 0.02984 +$ 0.02516 = $ 0.05500 Energy Charge ($/kWh) All day Saturday, Sunday, holidays Silicon Valley Clean Energy EXHIBIT A SILICON VALLEY Non-Residential Generation Rates, Effective April 1, 2018 V3/ CLEAN ENERGY SVCE SVCE SVCE Rate Time of Use Generation PG&E Generation Schedule Period Rates Surcharges Service Type Notes

AG-VA Summer (May-Oct)

Group I 12:00 noon to 4:00 p.m. Monday through Friday PEAK$ 0.20972 +$ 0.02516 = $ 0.23488 Energy Charge ($/kWh) Group II 1:00 p.m. to 5:00 p.m. Monday through Friday Group III 2:00 p.m. to 6:00 p.m. Monday through Friday

All other hours Monday through Friday OFF-PEAK$ 0.04211 +$ 0.02516 = $ 0.06727 Energy Charge ($/kWh) All day Saturday, Sunday, holidays

SUMMER$ 1.36 + = $ 1.36 Demand Charge ($/kW)

Winter (Nov-Apr)

PART-PEAK$ 0.05035 +$ 0.02516 = $ 0.07551 Energy Charge ($/kWh) 8:30 a.m. to 9:30 p.m. Monday through Friday

All other hours Monday through Friday OFF-PEAK$ 0.03961 +$ 0.02516 = $ 0.06477 Energy Charge ($/kWh) All day Saturday, Sunday, holidays

AG-VB Summer (May-Oct)

Group I 12:00 noon to 4:00 p.m. Monday through Friday PEAK$ 0.19199 +$ 0.02516 = $ 0.21715 Energy Charge ($/kWh) Group II 1:00 p.m. to 5:00 p.m. Monday through Friday Group III 2:00 p.m. to 6:00 p.m. Monday through Friday

All other hours Monday through Friday OFF-PEAK$ 0.04251 +$ 0.02516 = $ 0.06767 Energy Charge ($/kWh) All day Saturday, Sunday, holidays

MAX$ 1.76 + = $ 1.76 Demand Charge ($/kW)

PEAK$ 2.27 + = $ 2.27 Demand Charge ($/kW)

Winter (Nov-Apr)

PART-PEAK$ 0.03906 +$ 0.02516 = $ 0.06422 Energy Charge ($/kWh) 8:30 a.m. to 9:30 p.m. Monday through Friday

All other hours Monday through Friday OFF-PEAK$ 0.03002 +$ 0.02516 = $ 0.05518 Energy Charge ($/kWh) All day Saturday, Sunday, holidays Silicon Valley Clean Energy EXHIBIT A SILICON VALLEY Non-Residential Generation Rates, Effective April 1, 2018 V3/ CLEAN ENERGY SVCE SVCE SVCE Rate Time of Use Generation PG&E Generation Schedule Period Rates Surcharges Service Type Notes

AG-4-A Summer (May-Oct)

PEAK$ 0.13547 +$ 0.02516 = $ 0.16063 Energy Charge ($/kWh) 12:00 noon to 6:00 p.m. Monday through Friday

All other hours Monday through Friday OFF-PEAK$ 0.04606 +$ 0.02516 = $ 0.07122 Energy Charge ($/kWh) All day Saturday, Sunday, holidays

SUMMER$ 1.34 + = $ 1.34 Demand Charge ($/kW)

Winter (Nov-Apr)

PART-PEAK$ 0.05012 +$ 0.02516 = $ 0.07528 Energy Charge ($/kWh) 8:30 a.m. to 9:30 p.m. Monday through Friday

All other hours Monday through Friday OFF-PEAK$ 0.03947 +$ 0.02516 = $ 0.06463 Energy Charge ($/kWh) All day Saturday, Sunday, holidays

AG-4-B Summer (May-Oct)

PEAK$ 0.09863 +$ 0.02516 = $ 0.12379 Energy Charge ($/kWh) 12:00 noon to 6:00 p.m. Monday through Friday

All other hours Monday through Friday OFF-PEAK$ 0.04807 +$ 0.02516 = $ 0.07323 Energy Charge ($/kWh) All day Saturday, Sunday, holidays

MAX$ 2.37 + = $ 2.37 Demand Charge ($/kW)

PEAK$ 2.51 + = $ 2.51 Demand Charge ($/kW)

Winter (Nov-Apr)

PART-PEAK$ 0.04633 +$ 0.02516 = $ 0.07149 Energy Charge ($/kWh) 8:30 a.m. to 9:30 p.m. Monday through Friday

All other hours Monday through Friday OFF-PEAK$ 0.03616 +$ 0.02516 = $ 0.06132 Energy Charge ($/kWh) All day Saturday, Sunday, holidays Silicon Valley Clean Energy EXHIBIT A SILICON VALLEY Non-Residential Generation Rates, Effective April 1, 2018 V3/ CLEAN ENERGY SVCE SVCE SVCE Rate Time of Use Generation PG&E Generation Schedule Period Rates Surcharges Service Type Notes

AG-4-C Summer (May-Oct)

PEAK$ 0.11608 +$ 0.02516 = $ 0.14124 Energy Charge ($/kWh) 12:00 noon to 6:00 p.m. Monday through Friday

8:30 a.m. to 12:00 p.m. Monday through Friday AND PART-PEAK$ 0.05623 +$ 0.02516 = $ 0.08139 Energy Charge ($/kWh) 6:00 p.m. to 9:30 p.m. Monday through Friday 9:30 p.m. to 8:30 a.m. Monday through Friday OFF-PEAK$ 0.03448 +$ 0.02516 = $ 0.05964 Energy Charge ($/kWh) All day Saturday, Sunday, holidays

PEAK$ 5.79 + = $ 5.79 Demand Charge ($/kW)

PART-PEAK$ 0.99 + = $ 0.99 Demand Charge ($/kW)

Winter (Nov-Apr)

PART-PEAK$ 0.04066 +$ 0.02516 = $ 0.06582 Energy Charge ($/kWh) 8:30 a.m. to 9:30 p.m. Monday through Friday

All other hours Monday through Friday OFF-PEAK$ 0.03131 +$ 0.02516 = $ 0.05647 Energy Charge ($/kWh) All day Saturday, Sunday, holidays

AG-5-A Summer (May-Oct)

PEAK$ 0.12538 +$ 0.02516 = $ 0.15054 Energy Charge ($/kWh) 12:00 noon to 6:00 p.m. Monday through Friday

All other hours Monday through Friday OFF-PEAK$ 0.05093 +$ 0.02516 = $ 0.07609 Energy Charge ($/kWh) All day Saturday, Sunday, holidays

SUMMER$ 3.66 + = $ 3.66 Demand Charge ($/kW)

Winter (Nov-Apr)

PART-PEAK$ 0.05438 +$ 0.02516 = $ 0.07954 Energy Charge ($/kWh) 8:30 a.m. to 9:30 p.m. Monday through Friday

All other hours Monday through Friday OFF-PEAK$ 0.04316 +$ 0.02516 = $ 0.06832 Energy Charge ($/kWh) All day Saturday, Sunday, holidays Silicon Valley Clean Energy EXHIBIT A SILICON VALLEY Non-Residential Generation Rates, Effective April 1, 2018 V3/ CLEAN ENERGY SVCE SVCE SVCE Rate Time of Use Generation PG&E Generation Schedule Period Rates Surcharges Service Type Notes

AG-5-B Summer (May-Oct)

PEAK$ 0.12196 +$ 0.02516 = $ 0.14712 Energy Charge ($/kWh) 12:00 noon to 6:00 p.m. Monday through Friday

All other hours Monday through Friday OFF-PEAK$ 0.02649 +$ 0.02516 = $ 0.05165 Energy Charge ($/kWh) All day Saturday, Sunday, holidays

MAX$ 4.41 + = $ 4.41 Demand Charge ($/kW)

PEAK$ 5.51 + = $ 5.51 Demand Charge ($/kW)

Winter (Nov-Apr)

PART-PEAK$ 0.04639 +$ 0.02516 = $ 0.07155 Energy Charge ($/kWh) 8:30 a.m. to 9:30 p.m. Monday through Friday

All other hours Monday through Friday OFF-PEAK$ 0.01826 +$ 0.02516 = $ 0.04342 Energy Charge ($/kWh) All day Saturday, Sunday, holidays

AG-5-C Summer (May-Oct)

PEAK$ 0.09670 +$ 0.02516 = $ 0.12186 Energy Charge ($/kWh) 12:00 noon to 6:00 p.m. Monday through Friday

8:30 a.m. to 12:00 p.m. Monday through Friday AND PART-PEAK$ 0.04660 +$ 0.02516 = $ 0.07176 Energy Charge ($/kWh) 6:00 p.m. to 9:30 p.m. Monday through Friday 9:30 p.m. to 8:30 a.m. Monday through Friday OFF-PEAK$ 0.02795 +$ 0.02516 = $ 0.05311 Energy Charge ($/kWh) All day Saturday, Sunday, holidays

PEAK$ 10.18 + = $ 10.18 Demand Charge ($/kW)

PART-PEAK$ 1.91 + = $ 1.91 Demand Charge ($/kW)

Winter (Nov-Apr)

PART-PEAK$ 0.03354 +$ 0.02516 = $ 0.05870 Energy Charge ($/kWh) 8:30 a.m. to 9:30 p.m. Monday through Friday

All other hours Monday through Friday OFF-PEAK$ 0.02506 +$ 0.02516 = $ 0.05022 Energy Charge ($/kWh) All day Saturday, Sunday, holidays Silicon Valley Clean Energy EXHIBIT A SILICON VALLEY Non-Residential Generation Rates, Effective April 1, 2018 V3/ CLEAN ENERGY SVCE SVCE SVCE Rate Time of Use Generation PG&E Generation Schedule Period Rates Surcharges Service Type Notes

STOUP Summer (May-Oct)

PEAK$ 0.08825 +$ 0.01246 = $ 0.10071 Energy Charge ($/kWh) 12:00 noon to 6:00 p.m. Monday through Friday (except holidays)

8:30 a.m. to 12:00 noon AND 6:00 p.m. to 9:30 p.m. PART-PEAK$ 0.07254 +$ 0.01246 = $ 0.08500 Energy Charge ($/kWh) Monday through Friday (except holidays) 9:30 p.m. to 8:30 a.m. Monday through Friday OFF-PEAK$ 0.05199 +$ 0.01246 = $ 0.06445 Energy Charge ($/kWh) All Day Saturday, Sunday, and holidays

Reservation (kW)$ 0.39000 + = $ 0.39 Demand Charge ($/kW)

Winter (Nov-Apr)

PART-PEAK$ 0.07504 +$ 0.01246 = $ 0.08750 Energy Charge ($/kWh) 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays)

9:30 p.m. to 8:30 a.m. Monday through Friday OFF-PEAK$ 0.05912 +$ 0.01246 = $ 0.07158 Energy Charge ($/kWh) All Day Saturday, Sunday and holidays

Reservation (kW)$ 0.39000 + = $ 0.39 Demand Charge ($/kW)

STOUT Summer (May-Oct)

PEAK$ 0.07238 +$ 0.01246 = $ 0.08484 Energy Charge ($/kWh) 12:00 noon to 6:00 p.m. Monday through Friday (except holidays)

8:30 a.m. to 12:00 noon AND 6:00 p.m. to 9:30 p.m. PART-PEAK$ 0.05933 +$ 0.01246 = $ 0.07179 Energy Charge ($/kWh) Monday through Friday (except holidays) 9:30 p.m. to 8:30 a.m. Monday through Friday OFF-PEAK$ 0.04208 +$ 0.01246 = $ 0.05454 Energy Charge ($/kWh) All Day Saturday, Sunday, and holidays

Reservation (kW)$ 0.32000 + = $ 0.32 Demand Charge ($/kW)

Winter (Nov-Apr)

PART-PEAK$ 0.06138 +$ 0.01246 = $ 0.07384 Energy Charge ($/kWh) 8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays)

9:30 p.m. to 8:30 a.m. Monday through Friday OFF-PEAK$ 0.04814 +$ 0.01246 = $ 0.06060 Energy Charge ($/kWh) All Day Saturday, Sunday and holidays

Reservation (kW)$ 0.32000 + = $ 0.32 Demand Charge ($/kW)

LS-1, LS-2, Year-round$ 0.07429 +$ 0.00650 = $ 0.08079 Energy Charge ($/kWh) Rates applicable to all usage throughout the year LS-3, OL-1 Silicon Valley Clean Energy EXHIBIT A SILICON VALLEY Non-Residential Generation Rates, Effective April 1, 2018 V3/ CLEAN ENERGY SVCE SVCE SVCE Rate Time of Use Generation PG&E Generation Schedule Period Rates Surcharges Service Type Notes

TC-1 Year-round$ 0.06327 +$ 0.02528 = $ 0.08855 Energy Charge ($/kWh) Rates applicable to all usage throughout the year

GreenPrime + $ 0.00800 Energy Charge ($/kWh) Same as applicable rate, with $0.008/Energy Charge ($/kWh) adder for 100% Renewable energy Silicon Valley Clean Energy EXHIBIT A SILICON VALLEY CLEAN ENERGY Residential Generation Rates, Effective April 1, 2018 v^/ SVCE SVCE SVCE Rate Time of Use Generation PG&E Generation Schedule Period Rates Surcharges Service Notes

E-1 Year-round$ 0.06763 +$ 0.03401 = $ 0.10164 Rates applicable to all usage throughout the year

E-6 Summer (Jun-Oct)

SUMMER PEAK$ 0.18477 +$ 0.03401 = $ 0.21878 1:00 p.m. to 7:00 p.m. Monday through Friday

10:00 a.m. to 1:00 p.m. AND 7:00 p.m. to 9:00 p.m. Monday through Friday, SUMMER PART-PEAK$ 0.08293 +$ 0.03401 = $ 0.11694 5:00 p.m. to 8:00 p.m. Saturday and Sunday

SUMMER OFF-PEAK$ 0.04136 +$ 0.03401 = $ 0.07537 All other times including Holidays

Winter (Nov-Apr)

WINTER PART-PEAK$ 0.06444 +$ 0.03401 = $ 0.09845 5:00 p.m. to 8:00 p.m. Monday through Friday

WINTER OFF-PEAK$ 0.05301 +$ 0.03401 = $ 0.08702 All other times including Holidays

EV-A, EV-B Summer (May-Oct)

2:00 p.m. to 9:00 p.m. Monday through Friday, SUMMER PEAK$ 0.19884 +$ 0.03401 = $ 0.23285 3:00 p.m. to 7:00 p.m. Saturday, Sunday and Holidays 7:00 a.m. to 2:00 p.m. and 9:00 p.m. to 11:00 p.m. Monday through Friday, SUMMER PART-PEAK$ 0.08040 +$ 0.03401 = $ 0.11441 except holidays SUMMER OFF-PEAK$ 0.02560 +$ 0.03401 = $ 0.05961 All other hours

Winter (Nov-Apr)

2:00 p.m. to 9:00 p.m. Monday through Friday. WINTER PEAK$ 0.05566 +$ 0.03401 = $ 0.08967 3:00 p.m. to 7:00 p.m. Saturday, Sunday and Holidays 7:00 a.m. to 2:00 p.m. and 9:00 p.m. to 11:00 p.m. Monday through Friday, WINTER PART-PEAK$ 0.02360 +$ 0.03401 = $ 0.05761 except holidays

WINTER OFF-PEAK$ 0.02757 +$ 0.03401 = $ 0.06158 All other hours

Silicon Valley Clean Energy EXHIBIT A SILICON VALLEY CLEAN ENERGY Residential Generation Rates, Effective April 1, 2018 v^/ Residential SVCE SVCE GreenStart Time of Use Generation PG&E Generation Rate Period Rates Surcharges Service Notes

E-TOU-A Summer (service from June 1 through September 30):

SUMMER PEAK$ 0.15172 +$ 0.03401 = $ 0.18573 3:00 p.m. to 8:00 p.m. Monday through Friday

SUMMER OFF-PEAK$ 0.07689 +$ 0.03401 = $ 0.11090 All other times including Holidays

Winter (service from October 1 through May 31):

WINTER PEAK$ 0.06525 +$ 0.03401 = $ 0.09926 3:00 p.m. to 8:00 p.m. Monday through Friday

WINTER OFF-PEAK$ 0.05109 +$ 0.03401 = $ 0.08510 All other times including Holidays

E-TOU-B Summer (Jun-Sep) (service from June 1 through September 30):

SUMMER PEAK$ 0.17374 +$ 0.03401 = $ 0.20775 4:00 p.m. to 9:00 p.m. Monday through Friday

SUMMER OFF-PEAK$ 0.07171 +$ 0.03401 = $ 0.10572 All other times including Holidays

Winter (Oct-May)

WINTER PEAK$ 0.06798 +$ 0.03401 = $ 0.10199 4:00 p.m. to 9:00 p.m. Monday through Friday

WINTER OFF-PEAK$ 0.04937 +$ 0.03401 = $ 0.08338 All other times including Holidays

GreenPrime + $ 0.00800 Same as applicable rate, with $0.008/kWh adder for 100% Renewable energy

Item 3 SILICON VALLEY CLEAN ENERGY 0

Staff Report – Item 3

To: Silicon Valley Clean Energy Board of Directors

From: Girish Balachandran, CEO

Item 3: 2018 SVCE Mid-Year Budget

Date: 3/14/2018

RECOMMENDATION Approve the 2018 SVCE Mid-Year Budget.

FINANCE AND ADMINISTRATION COMMITTEE The amendments to the FY 2017-18 Adopted Budget were approved by the Finance and Administration Committee at the March 9, 2018 meeting.

BACKGROUND The proposed mid-year budget for FY 2017-18 presents SVCE in stable financial condition. The projected balance available for transfer to reserves of $50.3 million which is a $10.4 million or 26.1% favorable adjustment (See Attachment 1).

Operating revenues are higher than the adopted budget with a $14.6 million or 6.1% favorable adjustment. The primary drivers is the addition of the City of Milpitas in June 2018 and the better than expected adjustment to base rates.

Operating expenses are higher than the adopted budget with a $4.2 million or 2.1% unfavorable adjustment. The increase in costs to serve the City of Milpitas is offset by the decreased costs in power supply due to less than anticipated current load to serve. Debt Service needs are higher than the adopted budget by $2.9 million due to the timing of paying off the advances against the revolving line-of-credit during this fiscal year rather than last fiscal year. Operating expenses excluding power supply and debt service are favorable to the adopted budget by $0.2 million or 1.4%.

ANALYSIS & DISCUSSION Operating Revenues The proposed mid-year budget shows an increase of $14.6 million or 6.1% to the adopted budget. • Energy Sales are projected to increase by $14.5 million or 6.1%. The primary drivers are the implementation of the City of Milpitas in June 2018 and the update of adjustments to base rates beginning in April 2018. The adopted budget had the assumption that Pacific Gas & Electric (PG&E) rates were to decrease by 1.5% beginning in January 2018 which would result in a decrease of approximately 6% in SVCE base rates. The rate schedule recently released by PG&E shows an average increase of 6% compared to current rates. Partially offsetting the favorable adjustment was a decrease of projected load of 5% based on year-to-date (YTD) performance. • GreenPrime revenues are projected to increase by $0.2 million to the adopted budget driven by the implementation of the City of Milpitas and YTD performance. • Other Revenues are projected to increase by $0.1 million based on projected wholesale activity such as the sale of excess resource adequacy.

Page 1 of 2 Item 3

Agenda Item: 3 Agenda Date: 3/14/2018

• Investment Income is projected to decrease by $0.1 million based on timing.

Operating Expenses The proposed mid-year budget shows an increase of $1.6 million or 0.7%. Operating expenses excluding power supply and debt service results in a favorable adjustment of $0.2 million or 1.4%. • Power Supply expenses are projected to increase by 1.2 million or 0.7%. The driver includes YTD results and the decrease of 5% to existing load. Partially offsetting the decrease is the incremental power supply to serve the City of Milpitas and the impact of updated energy and resource adequacy prices on unhedged positions. • Data Management expenses are projected to increase by $0.2 million or 5.2%. These expenses are based on a fixed fee per meter and the increase is due to the incremental accounts from the City of Milpitas. • PG&E Billing Services expenses are projected to increase $0.3 million or 27.2%. Effective in March 2018, PG%E will lower their fixed price per meter charge from $0.44 per meter to $0.21 per meter. Partially offsetting the favorable adjustment is the impact of incremental accounts from the City of Milpitas. • Employment expenses are projected to decrease by $0.6 million or 15.1%. The driver is the year-to- date impact of vacant positions. Staff is evaluating staffing needs and is expected to present a labor resource plan at the April 2018 Board meeting. • Professional Services expenses are projected to remain flat. • Marketing and Promotions expenses are projected to increase by $0.3 million. The primary driver is the funding of various resources related to the launch of the City of Milpitas. Advertising expenses are projected to increase by $0.1 million to support procurement of customized media packages. • Notification expenses project a slight increase due to the City of Milpitas launch. • Lease expenses project a slight increase based on year-to-date performance. • General and Administrative expenses are projected to increase by $0.3 million to provide CalCCA with resources to mitigate risks to SVCE from the significant legislative and regulatory issues such as the Power Cost Indifference Adjustment and Resource Adequacy Proceedings occurring in summer 2018. • Programs expenses are projected to increase by $0.3 million. The Program budget is based on a 2% of energy sales formula. • Debt Services expenses are projected to increase by $2.9 million due to the timing of paying off the advancements against the revolving line-of-credit. The adopted budget assumed payment would be made last fiscal year.

ATTACHMENTS 1. FY 2017-18 Recommended Mid-Year Operating Budget

Page 2 of 2 Item 3 Attachment 1 f /S\ SILICON VALLEY CLEAN ENERGY Vl/

SILICON VALLEY CLEAN ENERGY FY 2017-18 MID-YEAR BUDGET ADJUSTMENTS ($ in thousands)

FY2017-18 FY 2017-18 VARIANCE ADOPTED MID-YEAR Line DESCRIPTION BUDGET BUDGET $ % REVENUES 1 Energy Sales 239,015 253,508 14,493 6.1% 2 Green Prime Premium 443 610 167 37.7% 3 Other Income - 51 51 4 Investment Income 200 100 (100) -50.0% 5 TOTAL REVENUES $239,658 $254,269 $14,611 6.1%

EXPENSES 6 Power Supply 181,368 182,561 (1,193) -0.7% 7 Data Management 3,115 3,277 (162) -5.2% 8 PG&E Fees 1,218 887 331 27.2% 9 Employment Expenses 4,187 3,555 632 15.1% 10 Professional Services 1,325 1,325 0 0.0% 11 Marketing & Promotions 295 550 (255) -86% 12 Notifications 100 125 (25) -25% 13 Lease 315 335 (20) -6% 14 General & Administrative 251 598 (347) -138% 15 TOTAL EXPENSES $192,174 $193,213 ($1,038) -0.5% 16 TOTAL EXPENSES W/O POWER SUPPLY $10,806 $10,652 $155 1.4%

ENERGY PROGRAMS 17 Various Programs 4,780 5,070 (290) -6.1% 18 TOTAL ENERGY PROGRAMS $4,780 $5,070 ($290) -6%

CAPITAL INVESTMENT 19 Facility Equipment 50 50 - 0.0% 20 TOTAL CAPITAL INVESTMENT $50 $50 $0 0%

DEBT SERVICE 21 Interest 33 16 17 52% 22 Principal 2,730 5,630 (2,900) -106% 23 TOTAL DEBT SERVICE $2,763 $5,646 $2,883 -104%

24 BALANCE AVAILABLE FOR RESERVES $39,890 $50,290 $10,400 26.1%

Page 1 of 1 Item 4 SILICON VALLEY CLEAN ENERGY 0

Staff Report – Item 4

To: Silicon Valley Clean Energy Board of Directors

From: Girish Balachandran, CEO

Item 4: Authorize CEO to Execute Agreement with Freelance Media Buying for Media Strategy, Media Planning and Buying Services

Date: 3/14/2018

BACKGROUND SVCE’s Board-adopted Strategic Plan identifies several Goals, Strategies and Tactics related to advertising. These include: - Maintain competitive rates to acquire and retain customers (Goal 4) o Provide carbon-free and renewable electricity to additional customers in the SVCE service area and increase market share (Strategy 4.1) ▪ Communicate competitive rates to all customers (Tactic 4.1.1) - Achieve Customer Awareness of 50% by 2019 (Goal 5) o Build awareness and trust through continuous interaction with the SVCE community (Strategy 5.2) o Engage the media to inform the community of SVCE product offerings (Strategy 5.3)

SVCE utilized print and digital advertising throughout the 2017 enrollment period to build customer awareness and trust in the community via a blend of targeted newspaper advertising and a geo-targeted digital campaign that allowed for avoiding areas not served by SVCE. The total investment for the 2017 digital campaign, which ran from June through September, was $40,000 and utilized Google Display ads and Facebook ads in English, Spanish and Chinese. The campaign successfully drove customers to the SVCE website to learn more about their new electricity choices.

SVCE completed a residential customer survey in fall 2017 to find insights to a variety of questions around power supply and rates. The survey results show that customers preferred sources for community information vary widely with no one source being the majority. Local TV, local newspapers, digital social media via numerous platforms and radio are among the diverse sources from which customers obtain their community information. Some takeaways from the research are that customers in the 50+ age category were more likely to read the Mercury News and community papers. Latino customers are significantly more likely to rely on local TV news and Facebook more than other ethnic groups. Younger customers tend to gravitate more toward websites, Facebook or blogs.

ANALYSIS & DISCUSSION The advertising strategy is to continue utilizing print and digital ads as one of many tactics for marketing and community engagement activities in and outside of active enrollment periods. The 2018 media strategy has three general components: 1. Welcome City of Milpitas 2. Bike to the Future 3. General Awareness

Page 1 of 2 Item 4

Agenda Item: 4 Agenda Date: 3/14/2018

Key Performance Indicators include less opt-outs, more sign-ups, event attendance, increased web traffic and growth in upgrades.

Advertising will be one of the key outreach tactics implemented for enrolling the City of Milpitas, as well as for promoting attendance at the Bike to the Future event. With regards to business customers, advertising targeted towards residential customers also reaches small and medium business customers who are likely to consume media from the same sources, especially if business owners also live in communities served by SVCE. For the largest commercial customers, it is more effective to continue outreach through direct contact with the accounts team. Effectively reaching commercial customers is also achieved by maintaining membership and visibility in local chapters of relevant trade associations such as the Building Owners and Managers Association and the International Facility Management Association.

For all other SVCE communities no longer in an enrollment stage, educating the community about what SVCE does is an ongoing need, and an important investment for promoting future programs and customer empowerment. It is important to continue to build awareness and create a positive image of SVCE so that when there are programs to advertise and promote, customers will be more likely to participate from having prior awareness of the agency.

The Board requested at its January 2018 meeting that staff provide circulation numbers associated with print media. The 10 local newspapers that are expected to run advertisements have a combined circulation of 145,175.

Staff inquired about directly purchasing and negotiating ad campaigns with the Bay Area News Group, Comcast and independent ethnic media groups. The results of this research showed that managing, negotiating and placing ads in various outlets with several different vendors would be inefficient. Working with a professional media buyer is an effective way to manage all campaigns and ad placements through one vendor, and group ad buys also provides SVCE with a 20% discount on the total cost of the ad placements.

FISCAL IMPACT $80,000 contract for grouped media buy (which includes the actual buys).

ATTACHMENTS 1. Standard Consultant Contract with Freelance Media Buying

Page 2 of 2 Item 4 Attachment 1

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND FREELANCE MEDIA BUYING FOR MEDIA STRATEGY, MEDIA PLANNING AND MEDIA BUYING SERVICES

THIS AGREEMENT, is entered into this 14th day of March 2018, by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent joint powers authority, ("Authority"), and FREELANCE MEDIA BUYING, a California corporation whose address is 518 Bonita St. #3, Sausalito, CA 94965 (hereinafter referred to as "Consultant") (collectively referred to as the “Parties”).

RECITALS:

C. Authority and Consultant desire to enter into an agreement for Media Strategy, Media Planning and Media Buying upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM The term of this Agreement shall commence on March 14, 2018, and shall terminate on September 30, 2018, unless terminated earlier as set forth herein.

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

3. COMPENSATION TO CONSULTANT Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed eighty-thousand dollars ($80,000.00) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

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

Page 1 of 8 Agreement - Freelance Media Buying Item 4 Attachment 1

Page 2 of 8 Agreement - Freelance Media Buying Item 4 Attachment 1

Page 3 of 8 Agreement - Freelance Media Buying Item 4 Attachment 1

14. REPORTS

Page 4 of 8 Agreement - Freelance Media Buying Item 4 Attachment 1

A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of Authority. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to Authority the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of Authority, and all publication rights are reserved to Authority. Consultant may retain a copy of any Report furnished to the Authority pursuant to this Agreement. B. All Reports prepared by Consultant may be used by Authority in the execution or implementation of: (1) The original project for which Consultant was hired; (2) Completion of the original project by others; (3) Subsequent additions to the original project; and/or (4) Other Authority projects as Authority deems appropriate in its sole discretion. C. Consultant shall, at such time and in such form as Authority may require, furnish reports concerning the status of services required under this Agreement. D. All Reports shall also be provided in electronic format, both in the original file format (e.g., Microsoft Word) and in PDF format. E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement that has not been publicly released shall be made available to any individual or organization by Consultant without prior approval by Authority.

16. PARTY REPRESENTATIVES The Chief Executive Officer shall represent the Authority in all matters pertaining to the services to be performed under this Agreement. Carrie Souza shall represent Consultant in all matters pertaining to the services to be performed under this Agreement.

Page 5 of 8 Agreement - Freelance Media Buying Item 4 Attachment 1

hereinafter provided.

All notices, demands, requests, or approvals shall be addressed as follows:

TO AUTHORITY: 333 W. El Camino Real Suite 290 Sunnyvale CA 94087 Attention: Chief Executive Officer

TO CONSULTANT: Carrie Souza Freelance Media Buying 518 Bonita St. #3 Sunnyvale, CA 94965

20. COMPLIANCE Consultant shall comply with all applicable local, state and federal laws.

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

22. ADVERTISEMENT Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any

Page 6 of 8 Agreement - Freelance Media Buying Item 4 Attachment 1

signs, advertising, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from Authority.

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

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

Page 7 of 8 Agreement - Freelance Media Buying Item 4 Attachment 1

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

CONSULTANT NAME SILICON VALLEY CLEAN ENERGY Freelance Media Buying AUTHORITY A Joint Powers Authority

By: By Name: Carrie Souza Name: Girish Balachandran Title: Owner Title CEO Date Date

RECOMMENDED FOR APPROVAL

By: Alan Suleiman Director of Marketing and Public Affairs

APPROVED AS TO FORM:

Counsel for Authority

ATTEST:

Authority Clerk

Page 8 of 8 Agreement - Freelance Media Buying Item 4 Attachment 1

Exhibit A Scope of Services

Silicon Valley Clean Energy authorizes Freelance Media Buying to develop, plan, buy, and steward advertising on its behalf, beginning on March 14, 2018.

Services performed by Freelance Media Buying include: • Media Research: We look at qualitative and quantitative research to make sure we are providing the best media options for you to reach your target market and performance goals. • Media Planning: We create an excel spreadsheet showing vendor, description, weeks, impressions. • Media Buying & Negotiation of Added Value: We negotiate on behalf of our clients to get the highest reach & frequency at the lowest cost. We have great relationships with the reps and are able to secure thousands of dollars in added value. • Providing Creative Specs: Creation of excel spreadsheet showing deadlines and creative specs for creative agency. • Trafficking Creative: Making sure the media gets the correct creative with creative instruction. • Media Tracking/Reporting & Optimization: Ongoing campaign management and reporting and sending screen-shots so you can see your campaign in action. • Campaign Recaps: When our campaign is final, we will provide you with a detailed performance report. • Reconciling Invoices: We make sure all of our invoices are reconciled against media contracts and will handle any make-goods or discrepancies to be sure you received exactly what you ordered. • Payment of media invoices (if pre-paid) We will pay the media invoices and provide you with all of the invoices and affidavits as proof of performance.

A-1 Agreement - Freelance Media Buying Item 4 Attachment 1

Exhibit B Schedule of Performance

This grouped media buy includes both print and digital advertising according to the attached schedule.

B-1 Agreement - Freelance Media Buying

Attachment 1 Attachment Item 4 Item

- in and ads include language targeting ads Digital

75 558 $ , 146 687 8 Imps Totals : Grand , , :

635 35 $ , 3 589 General Awareness 060 , ,

$ 076 , 13 2 334 854 , the Future , Bike to

26 $ 847 , 752 243 Welcome 2 , , Milpitas

$ 635 35 , 060 589 Total 3 , AwarenejGross General ,

‘

$ 21 000 , Chinese 000 2.015 and includes Total , Digital

Hispanic Buying Media Freelance - Agreement

/ / / / /

/ / 0.00 $ 7 11 600 Video 480 13 x x x x x x $ Video 90 728 300 640 250 970 480 50 300 320 320 5 , , x Mobile 0.00 000 465 & Banner 250 Value Non Awarenes ROS Expandable ) Monthly Added General 50 ( %

/ , 6 $ 7 11 000 13 $ 1200 Newsfeed 5 , 20.00 300 Newsfeed x 000 628 Awarenes Monthly Facebook General & Instagram

/ / / / /

/ / 15 $ 7 , 11 / 13 , x 000 x x x x x x Video 728 $ 640 250 970 600 480 50 90 300 320 320 300 5 Video 480 , 1 , Mobile + & Banner 12.00 000 250 250 A Homeowners Awarenes 18 Rente Monthly General Moment ( Scoring

Total Dates Cost Specs Ad CPM Size Impressions Digital

$ 634.55 14 , 125 060 314 924 574 Total 1 812 , , , , : Print

/ / / / /

/ $ / , , 22 7 , 1 749.40 , , 11 5 5 5 6 8 6 25 x 6 " $ 1 3 QP 16 8 , , 7 4 8 349.88 C , - View Mountain 000 000 40 000 16 200 Wkly Friday General Voice Awarenes

/ / /

" " $ , , , , 7 , 2 22 8 114.70 6 11 25 5 5 5 6 6 x 3.875 $ QP 8 , , , 41 Wedne 250 500 4 422.94 206 250 C General - Town Altos Awarenes Crier 16 Wkly Los

/ / / /

" - $ , , , 11 7 , , 22 / 2 976.45 6 6 8 6 25 9.625 5 5 5 , x 4 595.29 940 285 $ 4.87 QP . C , , 22 57 188 875 Hill General Times Awarenesi COMBO

Disp Friday Wkly Morgan Gilroy

/ / / /

- , , , 558.80 6 $ 11 7 , , 5 5 22 5 1 6 8 6 25 " 4.5 $ , , , x 4 552 900 181 QP 311.76 C 4.93 14 380 36 Friday Wkly Sun AwareneS General Sunnyvale

/ /

" "

558.80 - , , ,

7 , 5 1 22 6 8 $ , 11 5 6 6 25 5 x $ QP 4.5 4.93 , , , 12 4 461 153 765 155 311.76 C 31 Friday Wkly News Awarenes General Saratoga

/ / / /

" " , 558.80 $ , , , , 7 5 1 22 6 5 6 8 11 25 5 6 4 x C $ QP 4.5 4.93 , , , 227 45 403 015 161 18 311.76 ! - Gatos General Los Awarenes Wkly Weekly Friday

/ /

/ / / " , 1 558.80 $

, , , 7 , 5 22 6 25 5 6 6 8 x

11 5 , 4 965 C $ 4.5 QP 4.93 , , 825 189 186 15 37 311.76 Wkly - General Awarenes Courier Cupertino Friday

—

/ /

/ " " , , 1 558.80 $ - , , 7 , 5 5 22 8 6 25 5 6 6 $ 4.93 11 , , 4 P 127 X C 4.5 Q , 25 10 473 189 311.76 365 Friday Wkly

Awarenes General Reporter Campbell

msm

Gross Dates Size Gross Rate Specs Publsihed Impressions Circ Print Campaign

076 $

13 , 334 2 854 , ) Total the Bike to Future Gross ,

000 3 $ , 334 738 1 Total , , Digital

/ /

/ / / /

$ / 0.00 4 4 - Video 480 640 600 S x Video x x x x 90 250 320 300 x 4 250 970 480 50 300 320 , , Mobile x $ & Banner 0.00 728 21 667 Monthly the

Value Added to Non Future 50 ROS Expandable % ) ( Bike

/ /

$ 4 5 1 000 4 4 - x $ 1200 Newsfeed 628 , 50 Newsfeed 20.00 000 Facebook the Bike to & Future Monthly Instagram

/ / /

/ / / *

, $ * / 5 4 4 2 / 000 x x x Video 4 480 640 250 970 600 300 Mobile x x x Video Banner 12.00 $ x & 480 50 90 728 250 320 320 300 + , 1 , , 666 667 Homeowners Rent Scoring A Moment the Bike to Future 18 ( Monthly

Total Cost Dates Ad Size Specs CPM Impressions Digital

10 076.01 , 1 000 372 , , 000 116 , 145 924 , : Total Print

/ / /

" / / , , 1 $ 049.64 , 4 4 27 4 20 13 QP 3 x 7 1 349.88 $ 16 3 8 8 , , 40 4 000 120 000 16 C , - Mountain Bike to Voice View 000 Wkly Friday the

Future

/ /

268.82 $ - , 1 , , 4 4 27 4 13 3 20 QP 3.875 , 4 422.94 750

$ x C 8 , , 41 Wed ne 500 16 123 250 Altos Bike Town Los Future Crier to Wkly the

" "

, 785.87 $ - , , 27 . 1 13 4 / 4 4 3 20 x 9.625 595.29 $ QP 4.87 , , 171 57 875 4 564 C , 22 Times Future COMBO 188 Friday Wkly Gilroy Hill the Bike Disp

to Morgan

/ /

" -

, $ 295.28 , , 4 4 4 27 3 1 13 wx " 4.75 . 20 h 431.76 $ Q 4.937 , , , 171 000 57 4 P 564 C Post Future 20 188 Wkly Friday Bike the

Milpitas to

/ /

$ - , 4 27

” 935.28 3 , 4 4 20 13 $ 4.5 , . X 4 Q 311.76 C 4.93 , , 14 P 140 109 552 380 Wkly the Future Sun 36 Sunnyvale Friday Bike

/ / /

935.28 $ - , , 4 4 27 13 20 3 4 " x C $ QP 4.5 4.93 , , , 4 93 153 459 311.76 12 461 31 Friday Wkly the Bike News Future to Saratoga

/ /

935.28 - $ , , 4 4 27 20 13 3 4 , 4 311.76 x $ 4.5 QP 4.93 C , , 18 45 209 161 136 403 Los Gatos

Friday Weekly Wkly the Bike Future to

/ /

" "

- , $ 935.28 3 , 4 4 4 27 20 13 x $ QP 4.5 4.93 , , 4 965 15 895 311.76 113 C , Courier 37 186 Friday Wkly the Bike Future Cupertino to

/ /

" "

$ 935.28 , , 4 4 27 13 20 QP 4 x 311.76 $ 4.5 4.93 C , , 25 4 419 76 10 473 , - 189 Wkly Friday the Bike Campbell Reporter to Future

Gross Dates Size Specs Publsihed Gross Circ Rate Impressions Print Campaign

$ 26 847 ,

2 752 243 , Total Welcome Gross Milpita ,

‘

21 , 000 000 Includes 2 015 , , ads Total Vietnamese Digital

/ / / / /

/ / Video 0.00 x x 480 970 29 6 6 250 x x x $ 250 320 4 600 480 50 728 300 320 640 , x Mobile x & Video Banner 0.00 300 90 , 000 465 Monthly Value Added Non ROS Expandable % { Welcome 50 Milpitas )

- / /

, 000 4 6 6 6 29 , x 20.00 Newsfeed Newsfeed $ 628 1200 000 300 Facebook & Monthly Welcome Milpitas Instagram

/ / /

$ / /

, 000 15 4 Video / 6 480 29 x x x x - 50 300 320 6 640 250 970 600 480 , , Mobile x x Video Banner 12.00 $ x 90 728 250 300 + 320 , 1 & 000 250 Homeowners Rente Monthly Welcome A Moment Milpitas 18 ( Scoring

Total Cost Dates Ad Size CPM Specs Impressions Digital

$ 847.01 , 5 000 188 57 752 20 228 , , , : Total Print

/ / / /

$ " , 2 870.56 , 11 , , 5 5 22 25 6 8 6 " 4 wx h C $ 9.65 4.937 , , , 4 HP 188 20 752 228 000 717.64 - 57 Friday Wkly Welcome Post Milpitas

Milpitas

/ /

" "

, 976.45 $ , , , , 4 5 2 1 5 15 6 6 5 4 18 6 h 4.75 QP 4.937 , 4 285 188 wx $ 595.29 C , , Post 57 000 20 940 Wkly - Welcome Milpitas Milpitas Friday

Gross Insertions Dates Rate Specs Readershi Size Gross Publsihed Circ Impressions Print Campaign

18 05 / 03 /

Freelance Buying Media

Flowchart SVCE Media 2018 Exhibit B Exhibit Item 4 Attachment 1

Exhibit C Compensation

Authority shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below.

Freelance Media Buying will be compensated with the agency commission, 15% gross media spend.

The compensation to be paid to Consultant under this Agreement for all services described in Exhibit “A” and reimbursable expenses shall not exceed a total of eighty-thousand dollars ($80,000.00), as set forth below. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to Authority unless previously approved in writing by Authority.

Invoices

C-1 Agreement - Freelance Media Buying Item 4 Attachment 1

Exhibit D Insurance Requirements and Proof of Insurance

Proof of insurance coverage described below is attached to this Exhibit, with Authority named as additional insured.

Consultant shall maintain the following minimum insurance coverage:

A. COVERAGE:

(1) Workers' Compensation: Statutory coverage as required by the State of California. Note: Sole proprietors are excluded from this requirement, however, proof of worker’s compensation must be provided if the Consultant hires one or more employees, otherwise this agreement will be terminated.

(3) Automotive: Comprehensive automotive liability coverage with minimum limits of $1,000,000 per accident for bodily injury and property damage. ISO Form CA 0001 or equivalent is required.

(4) Professional Liability Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000.

D-1 Agreement - Freelance Media Buying Item 5 SILICON VALLEY CLEAN ENERGY 0

Staff Report – Item 5

To: Silicon Valley Clean Energy Board of Directors

From: Girish Balachandran, CEO

Item 5: CEO Report

Date: 3/14/2018

REPORT

SVCE Staff Update Dennis Dyc-O’Neal has been promoted to the position of Director of Power Resources. Dennis has been a key member of our team as the Power Contracts & Compliance Specialist since the summer of 2017 and has been leading the efforts to get long-term renewable contracts into our resource portfolio.

Dennis’ energy sector background spans more than 20 years, including experience in the late 1990’s with Go- Green.com, an Electric Service Provider (predecessor program to Community Choice Energy program). He began his energy career with the California Energy Commission, and has worked for an energy services company providing environmental registry and CAISO scheduling coordination services and software solutions. Immediately prior to joining SVCE, Dennis spent over a decade with PG&E, managing power supply contract performance and reporting, invoicing, project development, dispute resolution, contract amendments, and voluntary carbon offset and renewable energy credit tracking. Dennis has a master’s degree in economics from University of California, Davis.

Julia Dagum joined our team as a temporary Community Outreach Coordinator. Julia completed a Climate Corps Fellowship with the City of Sunnyvale where her work focused on conducting environmental outreach and assisting with the City's various sustainability programs for residents. Julia will be assisting the Community Outreach team with the enrollment of Milpitas and raising awareness of SVCE to local communities.

Long-Term Joint RFO Update SVCE staff, along with staff from Monterey Bay Community Power (MBCP), are in negotiations with three developers, simultaneously, to acquire long-term rights to the output of three projects. The developers’ credit concerns were satisfied at the end of February and we are proceeding with negotiations around project configuration and hope to conclude negotiations in April or May 2018.

Short-Term Power Supply SVCE & PG&E have reached agreement on the terms for SVCE to reimburse PG&E for the Resource Adequacy volumes associated with Milpitas for the period of June through December 2018. This negotiation was prescribed as part of the CPUC’s Resolution E-4907 waiver process to begin serving the City of Milpitas on June 1, 2018. The execution of the agreement, consistent with the authority delegated by the Board, and filing of the required SVCE-PG&E advice letter will be completed on March 15, 2018.

Page 1 of 2 Item 5

Agenda Item: 5 Agenda Date: 3/14/2018

CSMFO Budget Award On February 16, 2018, SVCE was notified that our FY 2017/18 Approved Operating Budget received recognition for Excellence in Budgeting from the California Society of Municipal Finance Officers (CSMFO). SVCE is the first CCA to submit an operating budget for award consideration and the first CCA operating budget to be awarded the Excellence in Budgeting. A copy of the award is attached.

CEO Power Supply Agreements Executed The following power supply agreements have been executed by the CEO, consistent with the authority delegated by the Board, and were selected as part of SVCE’s Carbon Free Energy request for proposals, issued January 30, 2018: 1) Shell Energy North America: Agreement for purchase of non-renewable carbon free energy for the period 2019-2023. 2) Morgan Stanley Capital Group: Agreement for purchase of non-renewable carbon free energy for the period 2018-2021.

These agreements are attached.

ATTACHMENTS 1. California Society of Municipal Finance Officers (CSMFO) Budget Award 2. Power Supply Agreements Executed: Shell Energy, North America; Morgan Stanley Capital Group 3. Regulatory/Legislative Update, February 2018 4. Community Outreach Update, February 2018 5. Agenda Planning Document, April 2018 – September 2018

Page 2 of 2 Item 5 Attachment 1

California Society of Municipal finance Officers

C rrtincatc of Award Operating Budget Meritorious Award Fiscal Year 2017-2018 Presented to the Silicon Valley Clean Energy' Authority

Foe meeting the cntcru established to achieve the ( )pcrating Budget Meritorious Award

VW\ February rf 20 IS v Tl

Drew Corbett Craig Boyer.Chair CSMFO President Professional Standards and Recognition Committee

Dedicated Excellence in Municipal Financial Reputing Item 5 Attachment 2.1

CONFIRMATION

Reference: Master Power Purchase and Sale Agreement Between Morgan Stanley Capital Group Inc. (“ Seller” ) And Silicon Valley Clean Energy Authority, a California joint powers authority (“ Buyer” ) dated: November 23, 2016 Transaction Date: February 23, 2018 (the “ Effective Date” )

RECITALS:

WHEREAS, pursuant to California Public Utilities Code Sections 366.1, et. seq., Buyer has been registered as a Community Choice Aggregator (the “ CCA” ):

WHEREAS, Buyer is a California joint powers authority, which has established Silicon Valley Clean Energy for purposes of delivering CCA service to certain customers located within the County of Santa Clara;

WHEREAS, pursuant to California Public Utilities Code Section 366.2, Buyer submitted Buyer’s CCA Implementation Plan and Statement of Intent (^“ Implementation Plan” ) to the CPUC;

WHEREAS, the CPUC certified the Implementation Plan on September 27, 2016;

WHEREAS, Seller and Buyer desire to set forth the terms and conditions pursuant to which Seller shall supply the Product to Buyer, and Buyer shall take and pay for such supply of Product subject to satisfaction of the conditions herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements in this Confirmation and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

1. DEFINITIONS. Any capitalized terms used in this Confirmation but not otherwise defined below shall have the meaning ascribed to such term in the Master Agreement:

“ ACS” means “ asset-controlling supplier” as that term is defined in the Cap and Trade Regulations.

“ Applicable Law” means any statute, law, treaty, rule, tariff, regulation, ordinance, code, permit, enactment, injunction, order, writ, decision, authorization, judgment, decree or other legal or regulatory determination or restriction by a court or Governmental Authority of competent jurisdiction, or any binding interpretation of the foregoing, as any of them is amended or supplemented from time to time, that apply to either or both of the Parties, the Project(s), or the terms of the Agreement. Item 5 Attachment 2.1

“ CAISO” means the California Independent System Operator Corporation or the successor organization to the functions thereof.

“ CAISO Tariff’ means the California Independent System Operator Corporation Agreement and Tariff, Business Practice Manuals (BPMs), and Operating Procedures, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC. “ Cap and Trade Regulations” means the Mandatory Greenhouse Gas Emissions Reporting and California Cap on Greenhouse Gas Emissions and Market-Based Compliance Mechanisms regulations (California Code of Regulations Title 17, Subchapter 10, Articles 2 and 5 respectively) promulgated by the California Air Resources Board of the California Environmental Protection Agency pursuant to the California Global Warming Solutions Act of 2006.

“ Carbon Free Energy” means Energy deliveries from Carbon Free Sources. “ Carbon Free Source” means any energy source, except for nuclear-powered generation assets, that is located within the WECC and that is considered by the State of California to have zero Greenhouse Gas emissions in accordance with the Cap and Trade Regulations. Carbon Free Source does not include any Category 3 Renewables, ACS resources or any energy source with an e-tag with a source point associated with a nuclear or coal-fired generating facility. “ Change in Law” has the meaning set forth in Section 2.2 hereof.

“ Commercially Reasonable Efforts” for the purposes of this Confirmation, “ commercially reasonable efforts” or acting in a “ commercially reasonable manner” shall not require a Party to undertake extraordinary or unreasonable measures.

“ Compliance Obligation” has the meaning set forth by the Cap and Trade Regulations. “ CPUC” means the California Public Utilities Commission.

“ Customers” means the residential, commercial, industrial, and all other retail end use customers that have not opted out of the Silicon Valley Clean Energy Program, as designated from time to time by Buyer as being served by Buyer within the jurisdictional boundaries of the County of San Mateo.

“ Delivery Period” shall be the period beginning on the Start Date and ending on the End Date, as set forth in Section 3 below.

“ Delivery Point” has the meaning set forth in Section 4 hereof.

“ Effective Date” has the meaning set forth in the Reference Section at the beginning of this Confirmation.

“ Energy” means electrical energy, measured in MWh.

“ Exhibits” shall be those certain Exhibits, which are attached hereto and made a part hereof. Item 5 Attachment 2.1

“ FERC” means the Federal Energy Regulatory Commission.

“ GAAP” means generally accepted accounting principles as in effect from time to time in the United States.

“ Governmental Authority” means any federal, state, local or municipal government, governmental department, commission, board, bureau, agency, or instrumentality, or any judicial, regulatory or administrative body, or the CAISO or any other transmission authority, having or asserting jurisdiction over a Party or the Agreement.

“ Implementation Plan” has the meaning set forth in the Recitals hereof.

“ Mandatory Reporting Rule” means the regulations entitled Mandatory Greenhouse Gas Emissions Reporting set forth in Article 2 of Subchapter 10 of Title 17 of the California Code of Regulations.

“ MW” means megawatt. “ MWh” means megawatt-hour.

“ PG&E” means the Pacific Gas and Electric Company, its successors and assigns.

“ Product” shall have the meaning set forth in Section 2.1 below.

“ Prudent Industry Practices” means any of the practices, methods, techniques and standards (including those that would be implemented and followed by a prudent operator of generating facilities similar to the Project(s) in the United States during the relevant time period) that, in the exercise of reasonable judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result, giving due regard to manufacturers’ warranties and recommendations, contractual obligations, the requirements or guidance of Governmental Authority, including CAISO, Applicable Law, the requirements of insurers, good business practices, economy, efficiency, reliability, and safety. Prudent Industry Practice shall not be limited to the optimum practice, method, technique or standard to the exclusion of all others, but rather shall be a range of possible practices, methods, techniques or standards.

“ Silicon Valley Clean Energy Program” means the community choice aggregation program operated by Buyer.

“ Specified Sources of Power” means electricity that is traceable to a specific generation source by any auditable contract trail or equivalent, including a tradable commodity system that provides commercial verification that the electricity has been sold once and only once. “ Tariff’ means the tariff and protocol provisions, including any current CAISO-published “ Operating Procedures” and “ Business Practice Manuals,” as amended, supplemented or replaced by CAISO from time to time. Item 5 Attachment 2.1

“ Unspecified Sources of Power” means electricity that is not traceable to a specific generation source by any auditable contract trail or equivalent, including a tradable commodity system, that provides commercial verification that the electricity has been sold once and only once.

2. PRODUCT.

2.1 Seller Delivery Obligation. Throughout the Delivery Period, Seller shall sell and deliver or make available, or cause to be sold and delivered or made available to Buyer, the “ Product.” which is comprised of the following: (a) the quantity of Carbon Free Energy specified in Section 7.

2.2 Resources. For Carbon Free Energy delivered under this Confirmation, Seller shall use Specified Sources of Power, as further detailed in Exhibit B; provided however, Seller may designate additional Specified Sources of Power upon 5 (five) days written notice to Buyer thereof; provided further any such additional Specified Sources of Power shall meet the requirement of Carbon Free Source as defined herein. For other Energy deliveries, if any, Seller may use Unspecified Sources of Power to provide the required Energy hereunder; provided that any Energy delivered under this Confirmation shall not be procured from unit-specific sources that are nuclear or coal-fired resources.

3. DELIVERY PERIOD. This Confirmation shall be in full force and effect as of the Effective Date. The terms set forth herein shall apply from the Start Date through the End Date, which entire period will comprise the Delivery Period. This Confirmation shall terminate on the date on which both Parties have completed the performance of their obligations hereunder, unless earlier terminated pursuant to the terms hereof.

Start Date: End Date: May 1, 2018 December 31, 2021

4. DELIVERY POINT.

Product Delivery Point Carbon Free Energy CAISO

5. SCHEDULING. Seller will perform all scheduling requirements applicable to the transaction contemplated under this Confirmation. All scheduling will be performed consistent with all applicable CAISO and WECC prevailing protocols. Unless otherwise mutually agreed between the Parties, Seller shall deliver the Specified Sources of Power associated with the Carbon Free Energy will be scheduled to the CAISO without an 1ST and Seller shall be entitled to retain all CAISO revenues associated with such delivery.

6. PRICING. Item 5 Attachment 2.1

6.1 Carbon Free Energy Price and Payment. For each month during the Delivery Period, Buyer will pay Seller an amount equal to the Carbon Free Energy Contract Quantity delivered in such month multiplied by the Carbon Free Energy Price specified in Exhibit A.

7. CONTRACT QUANTITIES.

7.1 Carbon Free Energy. Carbon Free Energy Contract Quantities and Carbon Free Energy Prices pursuant to this Confirmation relate to the quantities set forth in Exhibit A. The Carbon Free Energy will be scheduled by the Seller from the Specified Sources of Power into California without substituting electricity from another source. For greater certainty, the parties hereby acknowledge and agree that the Carbon Free Energy Contract Quantities shall be evidenced by the lesser of the Energy Quantity and the NERC e-Tag showing the scheduled amount of zero carbon flow into a California balancing authority.

7.2 Tracking of Carbon Free Energy Contract Quantities.

(a) Seller shall be responsible for meeting all requirements for delivery and verification of Carbon Free Energy imports, including NERC e-Tags. In addition, Seller shall produce NERC e-Tags in a format that adequately demonstrates that Buyer is purchasing a Carbon Free Energy product hereunder.

(b) Seller shall provide Buyer, within a reasonable time after request, (i) proof of the veracity of the representations made by Seller in Section 10 herein and (ii) hourly meter data or an equivalent report showing the actual generation for the Specified Sources of Power.

(c) Seller, upon the reasonable request of the Buyer, will deliver additional documents and information related to this Transaction to Buyer; provided however such obligation is only to the extent such information is either (i) in the Seller’s possession or (ii) reasonably available to Seller.

8. MONTHLY BILLING SETTLEMENT.

8.1 Monthly Invoice Timeline. Seller agrees to use commercially reasonable efforts to deliver each monthly invoice to Buyer no later than the fifteenth (15th) day of each month for the previous calendar month. The Parties hereby agree that all invoices under this Confirmation shall be due and payable on the twenty-fifth (25th) day of the month following the month in which Seller delivered such invoice, provided that if such day is not a Business Day, then such invoice will be due and payable on the next Business Day that occurs after the twenty-fifth (25th) day of the month.

9. COMPLIANCE REPORTING. Buyer shall be responsible for submitting compliance reports to the CPUC and/or other Governmental Authorities on behalf of Silicon Valley Clean Energy and will require resource information, electronic tagging information, and other documentation to be provided by Seller. Seller shall provide all reasonable Item 5 Attachment 2.1

information to Buyer necessary for Buyer to timely comply with periodic compliance reporting requirements and as otherwise required by Applicable Law with respect to any Product.

10. SELLER REPRESENTATIONS AND WARRANTIES. Seller hereby represents and warrants to Buyer that:

(a) it has the right to sell the Carbon Free Energy;

(b) the Carbon Free Energy has never been sold for any other purpose or use;

(d) as of the Effective Date of this Confirmation, the Specified Sources of Power have been assigned an emissions factor of zero (0) by CARB as reported by CARB; and

(e) it is one of: (i) the owner or operator of the Specified Sources of Power with prevailing rights to sell the electricity sold hereunder, or (ii) is selling or remarketing electricity procured pursuant to a Specified Source Transaction from the Specified Sources of Power through the market path and possesses or has the right to obtain copies of written documents that the energy it is reselling or remarketing was procured pursuant to Specified Source Transaction(s) from the Specified Sources of Power through the market path.

11 . NO RESTRICTION. Nothing in this Confirmation shall limit Buyer’s ability to develop its own generation facilities (“ Buyer Facilities” ) or prevent Buyer from purchasing energy from other parties or Seller from selling energy to other parties.

12. STANDARD OF CARE AND GOOD FAITH. When performing its obligations hereunder, Seller shall act in good faith and shall perform all work in a manner consistent with Prudent Utility Practices.

13. SECURITY PROVISIONS.

13.1 Buyer Reporting Requirements. During the entire period this Confirmation remains in effect, Buyer shall provide Seller with the report(s) required below and shall also provide Seller with any clarifications requested regarding such report(s) and such other information that Seller reasonably requests regarding Buyer’s financial performance, Buyer’s performance of its obligations under this Confirmation or the ongoing viability of the CCA.

(a) Annual Reports. The following report shall be provided by Buyer to Seller not later than 180 days following the end of Buyer’s fiscal year, shall be with regard to such previous fiscal year and shall be as follows: Buyer’s financial reports consisting of, at a minimum, statement of revenues, expenses and changes in fund net assets, statement of net assets, and Item 5 Attachment 2.1

statement of cash flows on a consolidating basis (as applicable), each as prepared in accordance with generally accepted accounting principles and audited by an independent certified public accountant.

This Confirmation is being provided pursuant to and in accordance with the Master Power Purchase and SaleAgreement dated November 23, 2016 (the “ Master Agreement” ) between Buyer and Seller, and constitutes part of and is subject to the terms and provisions of such Master Agreement. Terms used but not defined herein shall have the meanings ascribed to them in the Master Agreement. This Confirmation and the Master Agreement, including any appendices, exhibits or amendments thereto, shall collectively be referred to as the “ Agreement.”

This Confirmation is subject to the Exhibit identified below and that are attached hereto: Exhibit A-Carbon Free Energy Contract Quantity and Price Schedule Exhibit B - Specified Sources of Power

MORGAN STANLEY CAPITAL GROUP SILICON VALLEY CLEAN ENERGY INC. AUTHORITY, a California joint powers authority

Siam Nancy A King — Print: . ^PFjj2P

Exhibit A

Carbon Free Energy Contract Quantity and Price Schedule

Carbon Carbon Free Free Year Price Quantity ( MWh) (MWh) $

2018

2019

2020

2021 Item 5 Attachment 2.1

Exhibit B:Planned Resources Silicon Valley Clean Energy Authority

Carbon Free Sources - direct delivered to California:

Name of Facility: Wanapum Dam Location: Washington State CARB ID: 500054 CAISO Import Point Malin and/or NOB CAISO Resource ID: MALIN_5_N101 SYLMARDC_2_N501

Name of Facility: Priest Rapids Dam Location: Washington State CARB ID: 500054 CAISO Import Point Malin and/or NOB CAISO Resource ID: MALIN_5_N101 SYLMARDC_2_N501

Name of Facility: Rock Island Dam Location: Washington State CARB ID: 500003 CAISO Import Point Malin and/or NOB CAISO Resource ID: MALIN_5_N101 SYLMARDC_2_N501

Name of Facility: Rocky Reach Dam Location: Washington State CARB ID: 500055 CAISO Import Point Malin and/or NOB CAISO Resource ID: MALIN_5_N101 SYLMARDC_2_N501

Name of Facility: Boundary Dam Location: Washington State CARB ID: 500043 CAISO Import Point Malin and/or NOB CAISO Resource ID: MALIN_5_N101 SYLMARDC_2_N501

Name of Facility: Lucky Peak Dam Location: Idaho State CARB ID: 500046 CAISO Import Point SUMMIT and / or MEAD 230 CAISO Resource ID: SUMMITASR-APND MEADS_2_N101 '

(

)

Item 5 Attachment 2.2

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CONFIRMATION : ( ) ( is , by L : P. ) Reference Agreement ” governed the ( US , Energy North a Power , Seller . Purchasethe ) This Between Authority, America, jointAgreementSale Confirmation ShellEnergy Master28 and authority Buyer “ powers “ , Silicon Clean , And NovemberFebruary2016California, 28 2018 ( Date dated Date RECITALSthe Master Effective ( Valley ; “ Transaction, ” , ” to WHEREAS the et Buyer Code Sections” ; California “ has been Choice Utilities authority, 366.1 registered a Communitya Aggregator CCA WHEREASpursuant . seq as Buyer Public to Implementation Silicon for joint which , the , deliveringpowers ” has County Santa’ Californiaof service certain established, Valley of purposesis CCA within; CleanEnergy “ . located Buyer WHEREASs Clara California Code customers to Public Utilities Plan submittedCPUC CCA the Statementthe Intent Section 366.2 to Implementationpursuant Plan on Buyer of ) the WHEREAS and Implementation Plan CPUC September” certified Buyer, ; 27 WHEREAS 2016 supply: Seller , , the “ take of which Seller 1Buyer to to to forth the terms and, conditions pursuant Product shallsupply Product, desire setand Buyer shall and payfor subject and of , such to theconditions herein THEREFORE in andthe this NOWsatisfaction covenantsthe ) of is hereby Confirmation intending be agreements in and and of mutual sufficiencyagree for other goodconsiderationto valuablelegally consideration, theinParties and acknowledged and boundhereby followswhich . DEFINITIONS as : Any meaning but capitalized used this not otherwise terms suchConfirmationterm in the Agreement . havethe ascribed Master defined below shall to is Cap controlling , inthe , , , supplier asthat term defined ACS means. asset Trade “Regulations “ , and any , , , statute law “ Law treaty rule , , code means ” , tariff regulation ordinance legal ” permit injunction, , authorizationa , judgment decree or ,” order, writdecisionby , or ofisother Applicableenactmentregulatorydetermination restriction Authority or or Governmental of competent, jurisdiction any binding, interpretationcourtofthe foregoing any them, ( ) or asofthe the or - time time, apply both Parties amended the supplementedfrom to . that to eitheror Project s or termsof Agreementthe ” the Independent SystemOperator Corporationor the CAISO“ means California successor organization functions to the thereof. 1 vl 29390748 ,

, , ) Item 5 , Attachment 2.2 ,

Regulations ’ ( maybe the , , Business Practice Tariff Independent System CAISO Energy the Corporation means theCalifornia Operating Agreementrules FERC Operator including Energy Procedures or timeprocedures ” the “ time by thereto 2 and and Manuals same 5 ) protocols ( standards BPMs Greenhouse andapproved attached and fromTariff to Mandatory modified Cap 10 amendedReporting Cap the means 17 of BasedGas ) “ andTrade Gas Emissions Marketas Emissions and Codeof Energy Compliance Agency byon Greenhouseto andQuantity ( California Air chapter MechanismsProtection regulations WarmingBoardSub and the Title the Act of respectively RegulationsResources byCaliforniaArticlesSources. promulgatedCalifornia FreeCalifornia , Energy , Free/ pursuant Global generated $ California Free Solutions 2006 be CarbonA Free Environmental Carbonprice set - - for Energy Price Quantity means “ . ” Contract thedelivered , . to, Buyer to Carbonthe .Contract hereunder paid Seller“ Free MWh forthbyon ” means in Carbon the Energy . Contract quantity Exhibit Carbon is is , A of as set Free Source any forth “ ” means for Exhibit “ CategoryWECC 3 ( the of within and ) ) by powered have Carbon Gas the in energy except Stateor any generation means with3 ACS and to Free thatSourceetag emissions accordancethatsource nuclearRegulations assetszero does a includepointany Category Renewablesconsideredthe Cap Trade California Greenhousewithnot facilityCarbonwith ” 3 with( a resources source source nuclear or generating- energy an associated b the , of coal fired Credits. satisfy located “ the Code asthat the requirements Renewable- Change PublicEnergy applicable to REC of Section means Renewable Utilities . the - 399.16” California- Vintage “ transferred hereunderthe CEC Commercially Commission in CaliforniaEnergymeaning ” . in means 2.2hereof Law” the forth has seta . Section a “ “ of , Reasonableacting in Obligationfor the this Efforts .Confirmationnot commerciallyParty reasonable“ ” commerciallypurposesreasonablemanner shall require“ to undertakeeffortsextraordinaryor unreasonable ” or measuresthe by has ” ” meaning Cap Trade Regulations Compliance . setforth the and “ , PublicUtilitiesCommission CPUCmeansthe California , “ , the . , all . ” means residential commercial industrial and other retail end use “ Customers opted oftheSilicon EnergyProgram designated customersthat by asout byValley Cleanthe as the from time” timetohavenot being jurisdictional County Buyer served Buyerwithin boundariesof of SantaClara .

2 vl 29390748 '

Delivery ! , Item 5 Attachment 2.2

Delivery be

on Start as Energy the Date the Period period beginning the ending set in shall3 on Eligible forth Point Energy in End Section set , the and Date has meaning Section 4hereof the in the . Datebelow meaning set “ ” , of this “ has Confirmation forth “ Effective is ” Section beginning the forth Referencein“ ” MWh ” . Energy energy measured at . , as Renewable Utilities ” electrical inResource or Resource means Section an Eligible a . ” defined ^ Section “ Public ERR means or Renewablemade “ such term those Authority Code 399.12, , 399.16part ”shall be certain . hereof Energy which attached hereto, in in Exhibits ExhibitsRegulatoryare means the accounting, Commission and , FERC meansFederal or time, time generally accepted principles from “the ” to “ UnitedStates , , , GAAP , as effect “ ” . local , means municipal Governmental or any agencystate instrumentality any judicial governmental” commissionbody government “ asserting Party bureaufederal or . ordepartment thetheCAISOAgreementor authorityor regulatory administrative hasReporting having jurisdiction a board any other transmission . over MandatoryPlanor the in or Implementation1 set Recitalshereof meaning , set in ST meaning SC forthhasthethe “ for Trade forth CAISO abbreviation Inter in 10 Tariff Gas set 2theof 17of “ ” ” Rule regulations Mandatory of Reporting entitled the GreenhouseCode. EmissionsRegulations .means Subchapter of Title “ forth Article California ” . ” . MW megawatt means megawatt its MWh means hour “ , . - & Gas assigns PG means the Pacific Company and “ ” E IndustryandElectric , , “ ” in successors2.1 ” meaningset Section below Productshall have( the forth . , the of ) Prudent means any . “ Practices implementedof s( practicesmethodsby atechniquesand “ ,thosethat wouldthebe ) followed prudent including ” and States the operatortime period - standards similar to Project inthe during , generatingfacilities Unitedthe relevant the thein exercise ofreasonablejudgmentin the facts known, at thetime, ,giving, that lightof to the decisionwasmade could reasonablyhave been expected accomplish, desired result due regard to obligations the manufacturers ’warrantiesandrecommendations contractual requirements orguidance of Authority includingCAISO Applicable Law the Governmental

vl 3 29390748 Item 5 , Attachment 2.2 Energy Security Program, , insurers, , . good of be the be Valley practices optimumefficiency safety the reliability, Industryor of not to requirements rangepractice, to business economy technique rather possible practices, Practices“ otherslimitedthe shall of and Prudent exclusionshallall ” set , the methods meaning ” method or standardtechniques standards but by has forththe Master, Agreement , Clean of a in is BuyerDocuments“ , Silicon by , community aggregation . electricity choice program “ any . Power means that to specific a , generation operated Sources equivalent including. commodity. Specified trailmeansDelivery a , traceable verificationcontract ” power Obligation or any , that sourceprovides auditable2 system commercial including or of the provisions tradable ’ the to protocol means tariffand PracticesourceManuals OperatingbyTariff and as puhlished Procedures timeBusiness CAISO replaced time . amendedbe currentsupplemented CAISO from “ Change . PRODUCT2.1” , “ Throughoutis Delivery of - ” shall sell “ in the Sellermade Seller the . to of availableFree Energy deliver make“ available the Period and , and delivered or to Buyerspecified ”which7.1or causecomprisedsold quantity Carbon or ProductSection. is , 2.2 Law in by , is Date action taken Authority If an a ( fromafterusingin the , of isGovernmental and . action Buyer Effective topurchased such that,theSource Change the ) using . Specified Energyprecluded Productcommercially resulthereunder as Parties togetherin the this shall toLawgood theamend Confirmationeffortsto its “ ( ” faith Parties . reasonable work both If toboth to may intendedtobenefits its byParties amendmaintainConfirmation maintain ) SellerParties electthis this intendeddeliveringbenefits to are unableBuyer terminate . written in Confirmationthan sixty 60 not the) date ofof . later doesdays followingits effective notice ChangetoterminationnotInthe Buyerin exercise ( right to terminate thesuch Law Change in : this due event sixty day period, Buyer may not Law suchdue 60the Change Law A Confirmation a this duewithinChange to thereaftertoterminatethis( Confirmationto , in , upon of’s Confirmation a Law be terminationdelivery of of shall effective Buyer ) written toSeller such thereafter a notice termination and / all Carbon- Energy . by Free notthen already and or deliveredmake to be andSeller shalltransferred; have obligation Buyershall terminated pay any Seller and Buyer have obligationno orto any further deliveries , shall toaccept for Product noand subsequent deliveries( of the ) ( Party any furtherobligationsto theother ) other b neitherfor shallhave hereunder than performancealready completed priortosuchtermination 4 . vl 29390748 ) , Item 5 Attachment 2.2

. its Review , the be No ies facilitiesthe : such 2.3 obligationTo ( Sellerbe any Environmental in of extent that New agreeswith Shufflingmeet supplyLaw facility Seller 2.4 Construction Without andconstructionEnergy operation , new to, of and is hereunder ;will: covenantsof that Applicable constructsResourcesaccordancethe Free the shall by any Sourcesall Seller. neither operatoror , and CarbontheSources SourcesdeliveredPowerbutPower thisagreements the delivered from Specified of of )] Specified underwrittento Confirmationpowerwith of Specified owner, ( norowner operatorNo Power isof procure 2.5the has: is electric, generated Sources of to Specified Seller plan scheme or ) this Each anyBuyer , not artificewarrants receive other Cap TransactionPower [ andinvolving Resourcethat reductionsnot part have represents ( theto delivery onemissionsRights thatmade on each creditof gridand. is howeverelectricitybased that the California occurredassumption:a 252 tothis ref 17 CCRthe that CARBprovidedstaff . based Appendix Shufflingrepresentation the and Regulations Instructional Guidance95802 andA What publicationto 2012 defines ResourceTrade November hereby further electric 2.6foregoing . conveys clarifies of of provides “ the : generation to Source Buyer tothepowerbeing - theProduct Powerthat and the Product . 3 SpecifiedSellerthe partProductrights Productdelivered represents” ofand hereby Buyer. and fromSelleragrees to warrants. conveysSellerto holds as Seller. the delivery and theall convey such to herein PERIODProduct subject as and conditions included in . in of DELIVERY terms , full containedand This the Date, Confirmationshall the Datethroughas the The set forth herein the be force effect termsdate compriseshall applyDeliveryfrom This Confirmation . EffectiveDate entire period , PeriodStartthe End the on Parties completed terminate . will both the ofshalltheir which. on which earlierStart have performance obligations pursuantEnd hereof hereunder unless terminated to Date 1 terms Date . The - January , 2019 31earlierof December orthe 2023 which Sellerdatehason . theof Quantity Contract delivered theProductsA set in forth Exhibit

5 vl 29390748 Item 5 Attachment 2.2

POINT

. Product Point 4 DELIVERY Delivery

Free Carbon CAISO CaliforniaAuthority . Energy orthe Balancing, boundaries 5 of theStateof s within ( ) . . California SCHEDULING Payment ( scheduling. Seller under All be will performCAISOEnergyall 1 to contemplated WECC requirementsprotocolsshall the transaction applicable Confirmation beapplicable, this prevailingscheduling performedthe consistent all between the and ST Free Unless agreed Carbon Energy PRICINGwith point Parties) will otherwiseto mutually delivery , without scheduled applicable an QUANTITIES . , Price . 6 Carbon Buyer monthin Delivery Free Free Quantity the 6.1 Buyer pay during to the . Energyinvoiceand Energy by each Seller equal PeriodCarbon Contractand For anEnergy this . Seller such . willdelivered amountPricewith in . month Freeaccordance will A multiplied theCarbon 7 Confirmationin . CONTRACT . specified . Exhibit . Free , Energy Carbon Free Carbon Contract the 7.1 Energy of Quantities set forth in Exhibit relate by Freeis Prices quantitiesand Carbon pursuant to Free Energytheto Seller actualthe thisamount Carbon by providedthus Seller contingentThe ofelectricity Projects doesby A 8 that productionspecificConfirmation Free be not upon CarbonPayments Energy guarantee any Buyer of shall produced the nor provided toamount , Projects BILLING . MONTHLY SETTLEMENT ( . & of of) 8.1 of Security, , Customer a withthe all CollectionBuyer PG Eto Inintoaccordancelockbox betheDocuments shall direct deposit, of , proceedsto PG& of Customer receipts theaccount E the the of net .to paid in all fromaccount the Product Customersamounts Sellerits receive received salethe to the shall and accordance with Security Documentsis payments for due . sinvoice to invoicesbeen funded, payable andafterSeller ’ in paid andagreed have the remaining lockbox be reserves to Buyer or amountsits in such theshall immediately, released Security agree that designee accordancewithin, Documents The Parties the lockbox shall be name ofBuyer interest thereonshall account thefully and any earned. accrue Buyerasmore set intheSecurity Documents to forth .

6 vl 29390748 Monthly ,

( Item 5 Attachment 2.2 ( )

. to use to is . the , commercially 8.2 to be15 ) 9 monthly SellerBuyer later delivereach invoice day dayeachof theTimelineprevious a .in effortsth monthInvoice day not than agree th invoices thefor theParties hereby month agreesmonthand the twenty( under this followingthe Thepayable fifteenthreasonablefifth all providedof not be, Daywhich Seller that on ConfirmationREPORTING due 25 the calendarshall due twentyon 25 month COMPLIANCEif Day invoice suchth dayinvoicepayable that Business then be delivered such that responsible forsubmitting) month Buyer such fifthwill, s of Businessby after and next CPUC / complianceto be by its the the or otheroccurs and reportsrequireto information Authorities owndocumentationandwillbe timelyand providetagging and ’ necessary Seller Seller Governmentalall information other s . shall reasonable information as providedfor Buyer asto complyelectronicshall compliance- BuyertobehalfBuyer resource periodic to on is obligated otherwiseentity Applicablejurisdictional respect anyCARBProductregulationsrequirements, meetingwith. to reporting , shallwith the Law with ’ first any the Cap . requiredfor requirements to the 10 RESTRICTION 32 underreportingTrade - the SpecifiedNOits pursuant registrationdelivereror Regulations and responsible. NothingAB and ; Buyerassociated Source inlathis and shall ability developparties to Confirmation in 11 facilities prevent limit Energy A or generation selling Buyer other or partiespurchasing from shall from. . Energy other however ownremain Seller. pay for from represented Buyer preventresponsible ) Contract provided that . is Seller the Quantities sale Exhibits 7 FORWARD CONTRACT Thisto to a maimer Agreement” the be settled § ( shipment that of commodity deferredfrom the constitutesinpartiesthe aintend Exchange, nonfmancialAct. Cfor or deliveryas Commodity . and 1 term swap .Trading physicallyunder excluded defined Commission , U 47 . CodeOF 17 the , Securities Part S and theCommoditiesregulationsof underFuture Code Regulationsand Exchange Commission17 Title of 230 240Federaland of Regulations in i “, CARE in Parts and 241 respectivelyits andTitle Federal . of 12 STANDARD AND GOOD FAITH obligationsconsistent act performWhen) performing hereunder Seller good faithand shallla all ( ) with Industryshall ( is . 13 Practices workit Prudent Each 18the a () Party otherthethat the DODD FRANK . to aneligible contract . inrepresentssection of either, Exchange Act and , . participant definedCommodity Trading Commodity ii is as the Futures Commission, the regulations of a the commodityor thatproducer processorof this user of handling a subject, this . the products is offering into commercial , or or merchant thereof and or entering Transaction solely forpurposesbyproducts . Transaction or toits businessSecurityassuch relatedCompliance 14 . SECURITYPROVISIONS . - with the Documents During entire this 14.1 , the Securityperiod that . remains in Buyer. comply (with Documents Confirmation effectof ) shall giving to the Event ofDefault any applicable Upon occurrence by after effecta ofany an Security termination cure periods Buyerunder any Documentor

7 vl 29390748 Reporting Buyer , Requirements s Item 5 ‘ Attachment 2.2 ’ ) , ( Buyer in by due in s SecurityDocument ( be Seller’ Agreementto Buyer therefore in the failure saccordance ArticleParty Five constitute Event with s theaccordanceDefaulting of the perform shallof s such Buyer 14.2 thereofwith regardto During to performDefault the event Master ( shall to failurean terms with such with andof ) this Buyer Seller provide Seller ) remainsshall provide shall s the period also informationany reasonablyorentire Confirmation ’ report. regardingsuchbelowreport effect any that required and. ’ Security the requests15 viability of other or with, Buyer’ Seller requestedof underBuyer such ongoing obligations the by andfinancial performanceis Monthly. clarifications ’ regarding, CCAthisIn Buyer to performanceany ( its reports of the fails a Seller Confirmationsuchrequest provide withinof fifteenrequired Business event failure Days Agreement: Buyer not remediedinnoticeSeller with Event) Five requestedfailure Document potential( , of the Seller andwrittenan of Party) of such shall ( ) shall and accordancebe with , thereforDefault ‘Defaulting) Article failure andEvent therefore the Defaultregard to be perform Master Reportsi ) ( with be suchof ( vi to Thei following daysreports to by Buyer a 20 following the later through provided month than twenty shall eachbe . Sellernot items other end , calendarregard , previous oris , report monthbelow and shall with to suchfor . , each asapplicable of .includingperioda the or Customerallcalendardeposit , holding from any and ; identity report butcomplete in reportformat Parties , Customerdetailed, collateralto Buyer the s not the size personal security( )( shall include agreed between number family name telephonenumber ii) address any historydetails any Customer payment social of banka nor informationcredit to number Customer) that may allow Seller account; ’ identity score etc on determine including Customer report ( complete and ( billofprepayment reportthe Customer on bill a in s into Primaryall Secured paymentsthat werethedepositedSecurity detailed Account defined iii) - as of Documents Buyer Cash and bank for each ’ statements - reconciliations) ; and , bankingiv accounts by ( made .eBuyer: Summary payments Customers entities summary other (i by of todelinquentbe orregardingCustomersto and a of accountsan aggregate . notsuch ) provided, basis for information on , Customer and shall includethe segregated 60 of followinginformationtime 30 days delinquencies foreach , periods 90 120 days plus receivable balance days daysand thetotal account owed toBuyer from itsCustomers

vl 8 29390748 '

Reports

. Item 5 Attachment 2.2

( : a by the , The Buyer ) beof consolidating Annual / following daysfollowing in the first Semi not for six b 20 reportprepared six calendar Seller oflater such month period shallend provided each Buyer . financial: a (than regal consolidated withgenerally minimum year Suchdate accordance include months accounting to adetailedfiscalprinciplesprofit lossto statements and andbalance sheet, atof accepted c , monthly statements shallstatementand item total 5 and financialstatementfinancial projections line and) are such the of showingactual cashflows . anvariances% be financial , between describing projections , executivebetween variances , results yearsummary anythe to the. format and financial projectionsrequire time annual may reasonably whichand from time The infinancialthe as Seller by to Such report shall statementscauses Reports followingreport be Buyer Seller + a Buyer bes s Annual following as ) ) be to in the, shall provided follows Buyer d 180 of shall, not. later daysconsistingfiscal and fiscal ’ with- reportssuch yearend shall Agreementyear , than previous assets ( of financial of ’ revenues changes fund consolidatingnet minimum, of net and expenses andof basis assets - cash flows generally statementstatementaccountingapplicable in a , as principleseachand statement accordanceon at public preparedis by an independentwith accepted as certified accountant, This auditedbeing - 28 the Master PowerBuyer Agreementprovided to inthe , pursuant and ConfirmationSale is ( accordance with between, Purchase of the 2016 Master . any ” and Confirmationdated subject terms of Seller, This Agreementto exhibits constitutespart Novemberandand Master tothe“ and provisions such Masteror and and includingAgreement appendices thereto be as the: Agreementamendments shall collectively referred issubject identified This to Exhibits “ below that Confirmation the Energy Quantityand attached A Contract . and are ( Carbon Price Free hereto ” Exhibit Schedule , SILICON SHELL NORTH AMERICA CLEAN ENERGY ENERGY) P AUTHORITY California joint US L . authorityVALLEY, . a powers . ~ : S Title . nt Title : CEO Arc /tft’

t tAkr 9 vl 29390748 Item 5 Attachment 2.2

: A Quantity Exhibit Contingent Free B and Resource Carbon VolumeEnergy Price Price Contract: : 2020 2019 Schedule Year ( by 2022 , supply agreed 2021 mutually s 2023 Delivery Location Specifiedotherwise) the Contingent to theof of unless Subject Parties Unit availabilityto CaliforniaResourceQuantity of the Power Point from Sources ^^

l vl A 29390748 - Item 5 Attachment 3 SILICON VALLEY VI/ CLEAN ENERGY SVCE Regulatory and Legislative Update March 2018 Hilary Staver, Manager of Regulatory and Legislative Affairs

Regulatory Update PCIA Reform Rulemaking ➢ Recall: [On 7/10/17 the California Public Utilities Commission (CPUC) released an Order Instituting Rulemaking (OIR) “to (R. 17-06-026) Review, Revise, and Consider Alternatives to the Power Charge Indifference Adjustment.” The OIR dismisses the investor owned utilities’ (IOUs’) PAM application, and opens a new proceeding to consider reforms to the PCIA more broadly.1] ➢ In light of delays receiving confidential data from the IOUs, on 2/7/18 CalCCA filed a Motion for an extension of the deadline for testimony on preferred PCIA alternatives from March 12 to April 16. On 2/20/18, Administrative Law Judge (ALJ) Roscow granted the Motion but only partially. Testimony is now due April 2, and a Proposed Decision is expected by July 2018. ➢ The CalCCA PCIA working group, of which SVCE staff is a part, continues preparation of CalCCA’s testimony in collaboration with CalCCA counsel and technical consultants. Integrated Resource Planning ➢ Recall: [This rulemaking was opened for the purpose of implementing the electricity sector’s share of CA’s GHG emissions (IRP) mitigation goals as put forth in SB 350. The IRP process requires load serving entities (LSEs) to develop long-term (R. 16-02-007) procurement roadmaps and share them with the CPUC to facilitate sector-wide planning. On 9/19/17, the CPUC released the Proposed Reference System Plan (RSP). The RSP is a statewide study that serves as a benchmark for what the Integrated Resource Plans (IRPs) of all the LSEs need to achieve in aggregate in order to meet CA’s GHG emission reduction goals. On December 28th, the CPUC released a Proposed Decision (PD) containing further requirements for IRP content and compliance protocol. This PD significantly expanded CPUC authority over CCA IRPs, allowing the CPUC to review and approve them despite the language in SB 350 specifying certification only. Despite strong advocacy from the CCA community, the PD was passed unanimously at the 2/28/18 Commission meeting.1] ➢ Preparation of SVCE’s first Integrated Resource Plan is beginning. IRPs are now due 8/1/18, and no further action from the Commission is expected in this proceeding until then. CCA Rulemaking ➢ Recall: [On July 7th, SVCE and other CCAs filed testimony through CalCCA proposing an updated methodology for (R. 03-10-003) calculating the Financial Security Requirement (FSR, aka bond) that new CCAs must pay as insurance against failure and dissolution. In contrast to the IOUs’ argument for including an estimated cost of emergency procurement for involuntarily returning customers, CalCCA proposes that the FSR should cover only the administrative costs of re-incorporation. CalCCA was represented in the October 2017 evidentiary hearings by Mark Fulmer of MRW & Associates, LLC. Hearings were followed by opening and reply briefs, in which CalCCA continued to defend its proposal.1] ➢ No New Updates: Parties are now awaiting a Proposed Decision. Resource Adequacy ➢ Recall: [On 9/28/17, the CPUC issued an Order Instituting Rulemaking (OIR) opening a new Resource Adequacy (RA) (R. 17-09-020) proceeding. This proceeding will oversee the RA program for RA compliance years 2019 and 2020. It is the successor to R.14-10-010, a three-year proceeding that covered RA compliance years 2016, 2017, and 2018 and which was closed in June 2017. The OIR for R.17-09-020 indicates that CPUC staff are open to making structural improvements to the RA Item 5 Attachment 3 SILICON VALLEY V3/ CLEAN ENERGY program, and asks for suggestions from stakeholders on how the program should be modified. SVCE and four other CCAs are participating jointly in this proceeding as the CCA Parties, and submitted comments on the OIR on 10/30/17 suggesting several structural improvements to the program. A prehearing conference was held on 12/4/17. On 12/21/17, the CCA Parties filed a Motion to expand the scope of this proceeding to include the RA-related issues cited in Draft Resolution E-4907. The CPUC released a Scoping Memo on 1/18/18. The Scoping Memo divides the proceeding into three tracks in order of decreasing urgency. The most urgent issues, including questions about compliance and cost allocation related to load migration (ie CCA launches and expansions) are included in Track 1. Track 1 is scheduled for a decision by June 2018, and will provide an avenue for CCAs to resolve outstanding issues related to Resolution E-4907.1] ➢ On 2/16/18, the CCA Parties submitted Track 1 proposals for how to improve the RA program. The proposals of the CCA Parties and others were discussed at a CPUC workshop on 2/22-2/23. The CCA Parties also filed comments on other parties’ proposals on 3/7, and are preparing reply comments due 3/16 to address the remarks other parties made about the CCA Parties’ proposal. AB 1110 Implementation ➢ Recall: [AB 1110 (Ting, Chapter 656, Statues of 2016) was passed in 2016 for the purpose of augmenting the information available to electricity consumers in the annually-distributed Power Content Label (PCL). AB 1110 requires that starting in 2020, in addition to displaying power mix the PCL will include the greenhouse gas emissions intensity (in lbs CO2e/MWh) of each LSE’s portfolio (or, if it offers multiple electricity products, of each individual product). AB 1110 also directs the California Energy Commission (CEC) to develop guidelines on how to treat unbundled RECs when calculating the power mix and GHG intensity metrics. On June 27th, the CEC released its proposed implementation plan for AB 1110. The proposal contains several provisions that could threaten SVCE’s claim of being carbon-free. Most importantly, the CEC proposes that for the purposes of calculating carbon intensity, PCC2 (aka “bucket 2”) RECs would have the emissions profile of the substitute energy that firms and shapes the energy product (usually gas) rather than that of the zero-carbon resource that generates the RECs. Secondly, PCC3 (unbundled) RECs would be reported in a footnote but not included in power mix or GHG intensity calculations. MWh for which SVCE has purchased unbundled RECs would thus no longer be carbon-free. On 1/17/18, the CEC issued an updated version of the AB 1110 Implementation Proposal. However, the updates to not change the treatment of PCC2 (ie “bucket 2”) renewables.1] ➢ The CEC held a workshop on the updated proposal on 2/1/18, and CalCCA submitted comments on the workshop and updated proposal on 2/23/18. Advocacy via meetings and written correspondence continues. Tree Mortality NBC ➢ Recall: [In 2016, an emergency proclamation by Governor Brown and a bill passed by the legislature (SB 692) separately (A. 16-11-005) ordered the IOUs to procure extra energy from biomass in order to dispose of trees killed by the drought. SB 692 explicitly authorizes the IOUs to recover the above-market cost of this procurement through a new non-bypassable charge (NBC), while Governor Brown’s proclamation does not. The IOUs would like to combine the procurement costs of these two mandates and recover both through a single new NBC. On July 14th, CalCCA submitted a Motion challenging a pre-hearing conference ruling in which the Administrative Law Judge (ALJ) erroneously determined the IOUs’ proposed combined NBC to be legal and acceptable. A workshop was held on 12/12/17, in which CCA and IOU representatives discussed the methodology for valuing the biomass resources authorized for cost recovery that would form the basis of the new tree mortality NBC. The conversation revealed some common ground, particularly regarding the importance of consistency with the outcome of the ongoing PCIA reform proceeding. However, the workshop agenda explicitly excluded discussion of Item 5 Attachment 3 SILICON VALLEY V3/ CLEAN ENERGY whether procurement mandated by Governor Brown’s emergency proclamation, which was not explicitly authorized for cost recovery via NBC, could be lumped in with the SB 692 procurement in the new NBC.1] ➢ No New Updates: Parties continue to await a response to CalCCA’s July 2017 Motion on the treatment of procurement associated with Governor Brown’s emergency proclamation, as well as a Scoping Memo or some other indicator of next steps beyond the workshop. Low Carbon Fuel Standard ➢ Recall: [On December 4, SVCE submitted a second set of comments advocating for CCAs to become eligible for all or a portion of the Low Carbon Fuel Standard credits currently allocated to Electric Distribution Utilities (ie, IOUs).] ➢ No New Updates: Parties are now awaiting release of updated LCFS guidelines, which are expected to be released in winter 2018. Transportation Electrification ➢ Recall: [On June 16th, SVCE filed an opening brief as part of the joint CCA parties that highlights the need for IOUs to (R. 13-11-007) coordinate with CCAs in areas where they are implementing their Priority Review Projects (PRPs, aka proposed transportation electrification pilot projects). This was followed by a reply brief on July 10th.1] ➢ No New Updates: On 1/11/18, the Proposed Decision (PD) that was released on 11/22/17 and approved 15 of the PRPs was passed. California Customer Choice ➢ Recall: [Over the past year, the California Public Utilities Commission (CPUC) has hosted a series of stakeholder Project (CCCP) engagement events devoted to re-opening broader retail competition in the electricity sector. This started with an En Banc Hearing on consumer and retail choice in May 2017. On 10/31/17, the CPUC held an all-day workshop in Sacramento featuring presentations from several state and countries (Texas, the UK, New York, Illinois, etc) that have at least partial competition in their retail electricity markets. However, it is unlikely that the CPUC will take any substantive action before the PCIA proceeding concludes in mid to late 2018.1] ➢ No New Updates: The CPUC has indicated that its next step will be to release a draft white paper on retail choice for public comment in early 2018, but the exact release date is still unknown. Resolution E-4907 ➢ Recall: [On December 8, the Commission released a resolution changing the compliance requirements for new and Registration Process for CCAs expanding CCAs that are submitting their implementation plans to the CPUC. The resolution sets more stringent timeline for implementation plan submission and certification, and if adopted as written would delay SVCE’s initiation of service to Milpitas to January 2019. An updated version of the DR released on 2/2/18 added a waiver process that would allow SVCE to move forward with a 2018 launch for Milpitas. The updated DR was unanimously approved at the 2/8/18 Commission meeting, and SVCE has been moving forward with the waiver process.1] ➢ SVCE is preparing the Advice Letter required by the 4907 waiver process, which must be submitted 75 days before the launch date. These preparations are still on track for a June 2018 launch date for Milpitas. Petition for Modification of ➢ Recall: [On January 30, the three investor-owned utilities (IOUs: PG&E, SCE, and SDG&E) filed a Petition for Modification D. 12-12-036 of D.12-12-036. This Decision, passed in 2012, established a Code of Conduct and accompanying enforcement mechanisms related to IOU interactions with CCAs. D 12-12-036 was passed as part of the implementation process for SB 790, a 2011 law requiring limitations on IOU activities that was motivated by PG&E’s misuse of ratepayer resources and information while attempting to stymie the formation of MCE in 2010. The Petition for Modification (PfM) argues for removal of the limitations on both public marketing and lobbying of elected officials about CCAs, grounding the request in 1st Amendment arguments about free speech combined with the increasing popularity of the CCA model across the state. Item 5 Attachment 3 SILICON VALLEY V3/ CLEAN ENERGY The IOUs can already do both of these things if they establish Independent Marketing Divisions (IMDs) that meet certain criteria for independence set by the CPUC (SDG&E is the only one of the three that has done this so far). However, this PfM would abolish the IMD requirement and allow the IOUs to engage directly in marketing and lobbying activities with no firewall.I] ➢ CalCCA submitted a response to the Petition for Modification (PfM) on 3/1/18. ➢ Parties are now awaiting the Commission’s response to the PfM. The rules governing PfMs allow the Commission to respond at its leisure with no timeline restrictions, up to and including never responding at all. We therefore do not know how soon to expect Commission action.

Legislative Update

Initial analysis of the 2018 bill batch has commenced. As of now there is nothing that is aimed directly at CCAs and considered an extreme threat. However, amendments and rewrites can change this at any time. Updates on several bills of interest:

SB 100 (De Leon): This bill would institute a 60% RPS by 2030 and require the remaining 40% of the portfolio to be carbon-free by 2045. This is a two-year bill that was reintroduced this session in the same form in which it ended the 2017 session. SVCE and CalCCA continue to support this bill, but will monitor it for harmful amendments and change positions if necessary.

AB 813 (Holden): This was a bill that SVCE opposed at the end of last session due to the inclusion of language mandating advance procurement of extra RPS resources prior to the expiration of federal tax credits. This language has now been stripped out, leaving it solely dedicated to regionalization. While grid regionalization aligns broadly with SVCE’s prioritization of GHG emissions reductions, SVCE staff are currently analyzing the bill more closely to determine whether we can support the specific ways in which this bill would go about the regionalization process.

AB 2693 (Bonta): This bill would require the CPUC to identify natural gas plants that are key to statewide grid reliability, mandate that investor owned utilities sign contracts with these plants, and develop a new non-bypassable charge to recover the costs of these contracts from all ratepayers including CCA customers. SVCE opposes this bill in its current form, and will work towards a more favorable outcome with the author’s office. Item 5 Attachment 4

SILICON VALLEY V3/ CLEAN ENERGY Community Outreach Update March 2018

1. Events and Presentations

Staff continues to attend community events and provide presentations about SVCE to community groups as requested.

Completed and Upcoming Events:

Date Time Event Description Location 7:30 AM – 12 Joint Venture Silicon Valley State of San Jose Convention Feb. 9 PM the Valley - tabling Center Ginzton Terrace Multifamily residents via MidPen Feb. 21 3 – 4 PM Apartments, Mountain Services - presentation View Multifamily residents via MidPen Fountains, Mountain Mar. 1 2:30 – 3:30 PM Services - presentation View 11:30 AM – Cupertino Chamber of Commerce Dynasty Restaurant, Mar. 2 1:30 PM Lunar New Year Luncheon – sponsor Cupertino Innovation Climate Action Workshop Senior Center, Mar. 3 9 AM - 3 PM – table leader Sunnyvale AIA Silicon Valley, Architectural San Jose Convention Mar. 23 7 AM – 5 PM Intelligence – tabling Center Mar. 24 10 AM – 4 PM Saratoga Blossom Festival Saratoga Morgan Hill Chamber Breakfast - Mamma Mia’s Restaurant, Apr. 5 7:30 – 9 AM sponsor Morgan Hill Los Altos Hills Earth Day Celebration Westwind Community Apr. 15 1 – 4 PM - tabling Barn, Los Altos Hills

2. Upgrade and Opt Out Update

Below is the number of GreenPrime Upgrades and Opt Outs as of Feb. 23, as well as the total opt out percentage in overall accounts, and opt out percentage by load.

Opt Out Total Opt Opt Out

by Account Out, All Percentage Upgrade Opt Out Type Accounts by Load

Residential 903 6,954 3.04% 3.0% 2.98%

Commercial 1502 643 2.50% 7.8%

Item 5 Attachment 4

3. Bike to the Future

There are 10 teams competing in Bike to the Future. The SVCE Climate Corps duo, Kelly and Victoria, hosted an orientation for team leaders on March 1 to review the competition guidelines, deadlines, and answered questions. Rob Means is a Milpitas resident and e-bike expert who provided an overview of the basic components of building and electric bikes and helped answer technical questions from students.

The Bike to the Future teams are from the following high schools:

• Cupertino o Cupertino High School (2 teams) • Los Altos o Los Altos High School • Milpitas o Milpitas High School • Mountain View o Alta Vista High School o Mountain View High School • Saratoga o Harker School o Saratoga High School (2 teams) • Sunnyvale o Fremont High School

Bike to the Future team leaders

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Item 5 Attachment 4

4. Monte Sereno Upgrades to GreenPrime The City of Monte Sereno has upgraded their municipal accounts to GreenPrime! The city joins the 10 other communities in our service area that have upgraded their municipal accounts to 100% renewable power. 11 of our 13 member agencies have upgraded to GreenPrime.

5. Member Agency Working Group Update

The Member Agency Working Group met on February 22 and discussed the following topics:

1. SVCE Activity/Communications Update 2. BAAQMD Grant opportunity • $4.5M for grants to decarbonize existing buildings. CCA’s are eligible for this grant. SVCE is leading a subgroup of the MAWG who volunteered to work with SVCE on submitting a grant application. 3. City Updates • Communities provided updates on their current projects • LAH – new community center, all electric • Mountain View – Environmental Task Force on track for June report for 2020/2025/2030. Reviewing mandatory solar in building code. • Cupertino – Partnership with BAYREN to increase use of home energy scoring. • Sunnyvale – Developing CAP 2.0. Community workshop on Sat 3/3. Green at Home+Acterra in effect, looking into how to increase uptake.

6. Media

Articles: • PG&E rival pays back early city investors, Mountain View Voice, 2-12-2018 • SV Clean Energy repays $2.7M loan to cities, Gilroy Dispatch, 2-14-2018 • Silicon Valley Clean Energy now debt-free, Los Altos Town Crier, 2-21-2018 Item 5 Attachment 5 SVCE Board of Directors Agenda Planning Revised: 3/8/18

APRIL MAY JUNE JULY AUGUST SEPTEMBER Milpitas Launch MILESTONES

April 11, 2018 May 9, 2018 June 13, 2018 July 11, 2018 August 8, 2018 September 12, 2018 Follow up from Workshop on Power Rate Policy Review (Board) Strategic Plan Update FY 2018-19 Proposed Budget FY2018-19 Recommended Budget Procurement Review

Bike to the Future Recap

Zero Net Energy Presentation (Board) Review Reserve Policies (Finance & Administration Committee) ADMININSTRATION, POLICIES STAFFING PPA Contract PPA Contract CONTRACTS

2018-0314-05 Attach Agenda Planning April 2018-Sept 2018 Printed 3/9/2018 Item 6 SILICON VALLEY CLEAN ENERGY 0

Staff Report – Item 6

To: Silicon Valley Clean Energy Board of Directors

From: Girish Balachandran, CEO

Item 6: Executive Committee Report

Date: 3/14/2018

This item will be addressed in the form of an oral report to the Board.

Page 1 of 1 Item 7 SILICON VALLEY CLEAN ENERGY 0

Staff Report – Item 7

To: Silicon Valley Clean Energy Board of Directors

From: Girish Balachandran, CEO

Item 7: Finance and Administration Committee Report

Date: 3/14/2018

This item will be addressed in the form of an oral report to the Board.

Page 1 of 1 Item 8 SILICON VALLEY CLEAN ENERGY 0

Staff Report – Item 8

To: Silicon Valley Clean Energy Board of Directors

From: Girish Balachandran, CEO

Item 8: Legislative Ad Hoc Committee Report

Date: 3/14/2018

This item will be addressed in the form of an oral report to the Board from a member of the Legislative Ad Hoc Committee.

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