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HomeMy WebLinkAbout2020-02-20; Clean Energy Alliance JPA; ; Approve Selection of Clean Energy Alliance Data Manager and Call Center ServicesClean Energy Alliance JOINT POWERS AUTHORITY Staff Report DATE: February 20, 2020 TO: Clean Energy Alliance Board of Directors FROM: Barbara Boswell, Interim Chief Executive Officer ITEM 4: Approve Selection of Clean Energy Alliance Data Manager and Call Center Services RECOMMENDATION: 1. Approve selection of Calpine Energy Solutions to provide data management and call center services to Clean Energy Alliance. 2. Authorize the Interim Chief Executive Officer to execute an agreement for data manager and call center services, for an amount not to exceed $720,000 per year, for a period of five years, subject to General Counsel Approval. BACKGROUND AND DISCUSSION: At its January 16, 2020 meeting, the Clean Energy Alliance (CEA) Board authorized a Request for Proposal (RFP) for Data Management and Call Center Services. The RFP was issued on January 21, 2020 with responses due February 10, 2020. The below summarizes the responses received: Risk Related ID SOG&E System Fee• Syear Averaceamual Service Provider Scope of Services Experience Replacement agreement aJSt -· Sicnlflcant Experlenae; ta. -am,rfly prDOlidng 00\ Well sutal !Daddn!ssissueslhat .....,come up lilRrw for SEA; prOllided M>rk related ID S0G&E billing..,.,.... URjrade; wounds for SDG&E Rmitatims for No,.., Ll1III GA ..,rw,s........,ers; SEA Implementation ard can pruwlde $50IU)II) slart upasslslanae at a calplne ~Solullons 15 operallng COis operatians SI/Svc Am/month $ no.mo '"" 1.-.:st ....., UmJll!dCCA~nc,:; Strong foa,s on data analysis; Hf&h-Rmited e,q,erlena!wlth Good _...,111.,.toullllzie ma for_,_ senlirw crAs and noOO\ foreclsllrw; EDM5 1 operating (rA e,q,erlena!inSDG&E $Jl2r.-,Aar/Month$ S!l0,400 l'n>lilde B offee lack!Dmmmuity_,ams. Umill!dCCA~na,; Customers WllUld enroll in 3 phases.-. 4 morahs Hf&h -Rmited ....,.,,-with Strong foa,s on data analysis; senlirw crAs and noCCA o-,loplng __,. IDpruwlde data 1D1oafter GridX 1 operating (rA e,q,erlena!lnSDG&E SI/Svc kd/month $ no.mo DAmarlet Data management is a key function to CEA's success as a CCA. Accurately calculating the bill, having a high rate of success in submitting billing data to San Diego Gas & Electric, with accurate revenue coming back to CEA is essential. In the provision of services to customers, data management and call center operations are the primary touchpoints with customers; the monthly bill is the most frequent communication CEA will have with its customers, and the call Feb.20,2020 Item #4 Page 1 of 2 February 20, 2020 RFP Data Mgr Call Center Page 2 of 2 center is the first stop when a customer contacts CEA with a question. If we get this selection wrong, we risk impacting our success in enrolling and keeping customers. In addition to demonstrating success in providing timely and accurate billing services and a high level of customer interaction through the call center, staff also evaluated the likelihood of the provider to be able to anticipate potential challenges or issues that could surface during implementation and operations related to the upcoming SDG&E billing system replacement, and the service providers ability to develop solutions and work arounds for those challenges to minimize impacts to our customers. Our primary concern is ensuring a seamless transition and good experience for CEA customers. Based on the proposals submitted and follow up calls with the service providers, staff concluded that Calpine Energy Solutions would best be suited to meet the challenges of implementing CEA in a new SDG&E billing system environment, demonstrated a high level of success in timely and accurate billing in SDG&E territory and can provide a high level of service in meeting CEA's customer contact needs through the call center. Calpine's experience in providing data management and call center services is unmatched among its competitors. CEA can leverage that experience in developing customer outreach strategies to minimize opt outs and is vital in ensuring a smooth implementation for CEA. Feb.20,2020 Item #4 Page 2 of 2 AGREEMENT BETWEEN THE CLEAN ENERGY ALLIANCE AND CALPINE ENERGY SOLUTIONS, LLC. This Agreement is entered into this 1st day of June, 2020, by and between the Clean Energy Alliance, a joint powers authority of the state of California, hereinafter called "CEA" and Calpine Energy Solutions, LLC, hereinafter called "Contractor." Each party listed above may be referred to individually as a "Party," and collectively as the "Parties." Whereas, pursuant to Section 6508 of the Joint Exercise of Powers Act, CEA may contract with independent contractors for the furnishing of services to or for CEA; and Whereas, it is necessary and desirable that Contractor be retained for the purpose of providing data management services and establishing a customer call center for CEA. 1. Now, therefore, it is agreed by the parties to this Agreement as follows: Exhibits and Attachments The following exhibits and attachments are attached to this Agreement and incorporated into this Agreement by this reference: Exhibit A-Services Exhibit 8-Payments and Rates Exhibit C -Promissory Note 2. Scope a. Services. In consideration of the payments set forth in this Agreement and in Exhibit 8, Contractor shall perform services for CEA in accordance with the terms, conditions, and specifications set forth in this Agreement and in Exhibit A. Advances for CCA Launch and Startup Operations. Contractor will provide cash advances to CEA, up to a maximum of $650,000 ("Advances"). CEA may make requests for Advances from time to time. Each request shall include a description of the expense that the advance will be used for. All Advances must be approved by Contractor as qualified CCA services provided by other contractors, including governance and marketing services. CEA shall repay Contractor for all such Advances made to CEA plus the additional sum of 1 Month LIBOR plus two percent (2%) interest per annum not to exceed five percent (5%) with interest accruing starting from the date funds are deposited in CEA's account. The interest rate applied shall be calculated using the posted LIBOR rate available on the date funds are wired from Contractor's account, and may change with each Advance request made by CEA. Contractor shall notify CEA of the total amount of Advances including interest owed as of the Power Start Date, which is defined as the day CEA customers first receive electricity service from CEA. The total Advances amount including interest shall be repaid in twelve equal monthly installments beginning 90 days after the Power Start Date ("Startup Loan Payments"). Full reimbursement shall be made on or before fifteen (15) months after the Power Start Date. The obligations of CEA to reimburse Contractor and the interest that accrues thereupon will be memorialized by the execution of a promissory note, attached hereto as Exhibit C. 3. Payments a. In consideration of the services provided by Contractor in accordance with all terms, conditions, and specifications set forth in this Agreement and in Exhibit A, CEA shall make payment to Contractor based on the rates and in the manner specified in Exhibit B. If CEA reasonably determines that the quantity or quality of the work performed is unacceptable, then CEA reserves the right to withhold the proportional payment attributable to such unacceptable work, provide written notice to Contractor, and an opportunity to cure, consistent with this Agreement. In no event shall CEA's total fiscal obligation under this Agreement exceed $2,760,000 ("Maximum Total Price"). For the avoidance of doubt, Contractor shall have no obligation to provide out-of-scope work until such time as such work is authorized in writing and the Maximum Total Price is adjusted by mutual agreement. In the event that the CEA makes any advance payments, Contractor agrees to refund any amounts in excess of the amount owed by the CEA at the time of contract termination or expiration. Unless otherwise indicated in Exhibit B, Contractor shall invoice CEA monthly for all payments related to service performed during the previous month. Payments shall be due within thirty (30) days after the date of invoice. All payments must be made in U.S. dollars. b. For any month in which CEA believes Contractor has failed to meet the performance standards specified in Exhibit A, Section d(vii), (viii), (ix), (x), (xi), (xii) and (xiii), CEA shall have the right to reduce payment of any invoice by up to $10,000 as liquidated damages as provided in this section. Prior to exercising this right, CEA shall provide written notice to Contractor that identifies the performance standard(s) that have not been met and states CEA's intent to invoke this subsection if the failure(s) to achieve such performance standard(s) are not remedied within thirty (30) calendar days. The Parties shall then confer to establish a plan to remedy such failure, which plan may provide a different deadline for remedying the failure(s) at the mutual agreement of the Parties. In the event that Contractor is unable to achieve such remedy within the 30 calendar days of notification, or within the deadline established by the parties, CEA may exercise its rights under this subsection to reduce payment of each subsequent invoice by up to $10,000 until the failure(s) is remedied. The foregoing liquidated damages payment shall be limited to a maximum of $10,000 per month regardless of how many performance standards are not met. CEA and Contractor agree that Contractor's failure to comply with these standards will cause CEA to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by CEA of actual damages, including increased opt-out rates, reputational harm and general customer dissatisfaction, and these liquidated damages represent a fair, reasonable and appropriate estimate therefor. Such liquidated damages are intended to represent estimated actual damages and are not intended as a penalty and Contractor agrees to pay such liquidated damages in the form of a reduction in invoice payment if it fails to meet the performance standards without limiting CEA's right to terminate this Agreement for default as provided by Section 5(c) of this Agreement. 4. Term Subject to compliance with all terms and conditions, the term of this Agreement shall be from June 1, 2020, through May 31, 2025. At its own election, CEA may renew this Agreement for an additional two-year term (June 1, 2025 through May 31, 2027, referred to herein as the "Renewal Term") by providing written notice to Contractor on or before January 1, 2025. 5. Termination; Availability of Funds a. Early Termination Option. This Agreement may be terminated by CEA on May 31, 2023 with at least thirty (90) days' advance written notice to Contractor, subject to an early termination fee of $39,600. Contractor shall be entitled to receive payment for work/services provided prior to the effective termination date of the Agreement, as well as such work/services it is directed to do thereafter with regard to protection of work in place and/or transition services. Such payment shall be that prorated portion of the full payment determined by comparing the work/services actually completed to the work/services required by the Agreement. b. Termination Due to Unavailability of Funds. CEA may terminate this Agreement, or a portion of the services referenced in the Attachments and Exhibits, based upon the unavailability of Federal, State, or CEA funds by providing written notice to Contractor as soon as is reasonably possible after CEA learns of said unavailability of outside funding. Contractor shall be under no obligation to provide services for which funds are unavailable. c. Termination for Default. Either CEA or Contractor may terminate this Agreement if any one of the following events (each a "Default") occurs with respect to the other Party: (i) with respect to CEA, CEA fails to pay amounts due hereunder and such failure continues for twenty-one (21) Business Days after written notice from Contractor; in accordance with Section 2 of Agreement, (ii) a Party defaults in the observance or performance by a Party of any such Party's material covenants or agreements in this Agreement (other than a default in a payment obligation) and such default continues uncured for thirty (30) Business Days after written notice is given to such Party failing to perform its covenants or agreements under this Agreement, PROVIDED, HOWEVER, that for such events which require more than thirty (30) Business Days, to cure, then Contractor shall have such additional time as may reasonably be required to effect such cure PROVIDED, that Contractor diligently and continuously pursues such cure; or; (iii) either Party makes an assignment for the benefit of creditors or files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause under any bankruptcy or similar law for the protection of creditors or has such a petition filed against it or otherwise becomes bankrupt or insolvent (however evidenced) or is unable to pay its debts as they fall due. d. Effect of Termination. Upon the expiration or termination of this Agreement: (i) Contractor may immediately cease providing Services hereunder; and (ii) any and all payment obligations of CEA under this agreement will become due immediately, including but not limited to any and all Advances, plus accrued interest. Upon such expiration or termination, and upon request of CEA, Contractor shall reasonably cooperate with CEA to ensure a prompt and efficient transfer of all data documents and other materials to a new service provider in a manner such as to minimize the impact of expiration or termination on CEA's customers. CEA agrees to pay Contractor compensation for services performed in connection of such transfer, to the extent not contemplated in the Agreement. e. Program Start Delay. If at any time CEA elects to delay the Power Start Date by more than six (6) months, or such a length of time as mutually agreed upon by the Parties, CEA shall pay Contractor all outstanding principal balance of the Advances made plus accrued interest. The moneys herein stated shall be due and payable thirty (30) days after the date of invoice by Contractor to CEA. If the aggregate amount due is greater than $150,000, then CEA will commence making payments of any moneys advanced, plus interest at 5% per annum, in six (6) equal monthly installments on that date, or the number of installments mutually agreed upon by the Parties. This paragraph shall not apply to delays to the Power Start Date of six (6) months or less. f. Transition Assistance. In the event of termination or expiry of this Agreement, in whole or in part, Contractor shall take commercially reasonable steps to ensure the orderly and effective transition of the services to CEA and/or a successor contractor ("Transition Assistance"). 6. Contract Materials At the end of this Agreement, or in the event of termination, CEA data and any reports, and other written materials specifically prepared for CEA (collectively referred to as "contract materials") shall be promptly delivered to CEA For the avoidance of doubt, Contractor's intellectual property, including but not limited to Contractor's internal systems, know-how, programs and work product shall remain the exclusive property of Contractor, and, with regard to any reports prepared specifically for CEA, CEA shall have a perpetual, non-exclusive, royalty free (exclusive of payments made under this Agreement) license to use any such reports on an "as is" basis thereafter. Contractor shall otherwise retain any and all rights to the intellectual property used, developed, or created by Contractor in its performance of this Agreement. 7. Relationship of Parties Contractor agrees and understands that the work/services performed under this Agreement are performed as an independent contractor and not as an employee of CEA and that neither Contractor nor its employees acquire any of the rights, privileges, powers, or advantages of CEA employees. CEA agrees and understands that Contractor may provide the same or similar services to other parties. 8. Indemnification a. Contractor shall defend, indemnify, hold harmless and release CEA, and CEA's officers, agents, and employees, from and against any and all liabilities, actions, claims, damages, disabilities, or expenses that may be asserted by any person or entity, to the extent resulting from the breach by Contractor Parties of any material term of this Agreement, and/or the Contractor's negligence or willful misconduct, and/or gross negligence in connection with the performance of this Agreement, but excluding liabilities, actions, claims, damages, disabilities, or expenses to the extent arising from (i) CEA's breach of any material term of this Agreement, or CEA's negligence, gross negligence or willful misconduct in connection with the performance of this Agreement and/or (ii) the negligence, gross negligence or willful misconduct of any other person or entity, provided, however, that Contractor's obligations shall be deemed to include the negligence, gross negligence or willful misconduct of Contractor Parties. This provision shall apply to the fullest extent permitted by law. "Contractor Parties" shall mean any person or entity under Contractor's direction and control, including Contractor's employees, subcontractors, as well as Contractor's Affiliates and assignees. b. CEA shall promptly notify Contractor in writing about the claim or action for which it seeks indemnification and provide Contractor with reasonable information and assistance to enable Contractor to defend such claim or action. Contractor shall not settle any indemnified claim or disclose the terms of any such settlement, without CEA's prior written consent, which may not be unreasonably withheld, conditioned or delayed. c. The indemnity obligation set forth in this Section 8 shall survive termination of this Agreement with respect to any matters arising prior to such termination. 9. CEA Data a. Ownership. CEA's data ("CEA Data," which shall also be known and treated by Contractor as Confidential Information) shall include, but not be limited to: information collected, used, processed, stored, or generated as the result of the use of the Services, including, without limitation, service agreement numbers and account numbers; meter and other identification numbers; account numbers; billing information (including rate schedule, baseline zone, CARE participation, end use code (heat source) service voltage, medical baseline, meter cycle, bill cycle, balanced payment plan and other plans); payment/ deposit status; number of units; and other similar information specific to CEA Customers individually or in the aggregate. CEA Data also shall include, as between the Parties, any information that identifies an individual ("PII"), such as an individual's social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother's maiden name, email address, credit card information, or an individual's name in combination with any other of the elements listed herein. Contractor does not expect to collect PII, but to the extent that it does, it will treat PII confidentially in accordance with the confidentiality and data security provisions of this Agreement. Except where subject to a third party's intellectual property rights, all CEA Data is and shall remain the sole and exclusive property of CEA and all right, title, and interest in the same belongs to CEA This Section shall survive the termination of this Agreement. b. Contractor Use of CEA Data. Contractor is provided a limited license to access CEA Data for the sole and exclusive purpose of providing the Services, including a license to collect, process, store, generate, and display CEA Data only to the extent necessary in the providing of the Services. Contractor shall: (a) keep and maintain CEA Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Agreement and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose CEA Data solely and exclusively for the purpose of providing the Services, such use and disclosure being in accordance with this Agreement, and applicable law; (c) allow access to CEA Data only to those employees of Contractor who are directly involved with and responsible for providing the Services; and, (d) not use, sell, rent, transfer, distribute, or otherwise disclose or make available CEA Data for Contractor's own purposes or for the benefit of anyone other than CEA without CEA's prior written consent. This Section shall survive the termination of this Agreement. c. Litigation Hold Letter. In the event CEA gives Contractor written notice of a "Litigation Hold," then as to all data identified in such notice, Contractor shall, at no 10. additional cost to CEA, preserve all such data pending receipt of further direction from CEA. d. Backup and Recovery of CEA Data. As a part of the Services, Contractor is responsible for maintaining a backup of CEA Data and for an orderly and timely recovery of such data in the event that the Services may be interrupted, as set forth in Exhibit A. e. Loss or Unauthorized Access to Data. In the event of any act, error or omission, negligence, misconduct, or breach that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of CEA Data or the physical, technical, administrative, or organizational safeguards put in place by Contractor that relate to the protection of the security, confidentiality, or integrity of CEA Data, Contractor shall, as applicable: (a) notify CEA as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with CEA in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by CEA; (c) at CEA's sole election, (i) notify the affected individuals as soon as practicable but no later than is required to comply with applicable law including, but not limited to, the provisions of California Civil Code Section 1798.82, or, in the absence of any legally required notification period, within five (5) calendar days of the occurrence; or, (ii) reimburse CEA for any costs in notifying the affected individuals; (d) provide third- party credit and identity monitoring services to each of the affected individuals for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twelve (12) months following the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; (f) without limiting Company's obligations of indemnification as further described in this Agreement, indemnify, defend, and hold harmless CEA for any and all Claims (as defined herein), including reasonable attorneys' fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from CEA in connection with the occurrence; (g) be responsible for recreating lost CEA Data in the manner and on the schedule set by CEA without charge to CEA; and, (h) provide to CEA a detailed plan within ten (10) calendar days of the occurrence describing the measures Contractor will undertake to prevent a future occurrence. Notification to affected individuals, as described above, shall comply with applicable law, be written in plain language, and contain, at a minimum: name and contact information of Contractor's representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate date of the loss; how such loss may affect the affected individual; what steps Contractor has taken to protect the affected individual; what steps the affected individual can take to protect himself or herself; contact information for major credit card reporting agencies; and, information regarding the credit and identity monitoring services to be provided by Contractor. This Section shall survive the termination of this Agreement. Confidentiality The Parties acknowledge that each Party may be exposed to or acquire communication or data of the other Party that is confidential, privileged communication not intended to be disclosed to third parties. The provisions of this Section shall survive the termination of this Agreement. a. Meaning of Confidential Information. For the purposes of this Agreement, the term "Confidential Information" shall mean all information and documentation of a Party that: (a) has been marked "confidential" or with words of similar meaning, at the time of disclosure by such Party; (b) if disclosed orally or not marked "confidential" or with words of similar meaning, was subsequently summarized in writing by the disclosing Party and marked "confidential" or with words of similar meaning; and, (c) should reasonably be recognized as confidential information of the disclosing Party. The term "Confidential Information" does not include any information or documentation that was: (a) already in the possession of the receiving Party without an obligation of confidentiality; (b) developed independently by the receiving Party, as demonstrated by the receiving party, without violating the disclosing party's proprietary rights; (c) obtained from a source other than the disclosing Party without an obligation of confidentiality; or, (d) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving Party). For purposes of this Agreement, in all cases and for all matters, CEA Data shall be deemed to be Confidential Information. b. Obligation of Confidentiality. The Parties agree to hold all Confidential Information in confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a Party who have a need to know in connection with this Agreement or to use such Confidential Information for any purposes whatsoever other than the performance of this Agreement, or as required by law. The Parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential. c. Cooperation to Prevent Disclosure of Confidential Information. Each Party shall use commercially reasonable efforts (in accordance with all applicable law) to assist the other Party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each Party shall advise the other Party immediately in the event either Party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and each Party will cooperate with the other Party in seeking injunctive or other equitable relief against any such person. It is understood that CEA is subject to the California Public Records Act (Gov. Code§ 6250 et seq.). If a request under the California Public Records Act is made to view Contractor's Confidential Information, CEA shall notify Contractor of the request and the date that such records will be released to the requester unless Contractor obtains a court order enjoining that disclosure. If Contractor fails to obtain a court order enjoining that disclosure, CEA will release the requested information on the date specified. Notwithstanding the foregoing, CEA shall not disclose records it determines to be confidential and exempt from disclosure under the California Public Records Act. Nothing in the foregoing shall be construed or deemed to be a waiver by Contractor of any and all remedies it may have under the California Public Records Act or other applicable law. 11. d. Remedies for Breach of Obligation of Confidentiality. Each Party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other Party, which damage may be inadequately compensable in the form of monetary damages. Accordingly, a Party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available, to include, in the case of CEA, at the sole election of CEA, the immediate termination, without liability to CEA, of this Agreement. e. Surrender of Confidential Information upon Termination. Upon termination of this Agreement, each Party shall, within five (5) calendar days from the date of termination, return to the other Party any and all Confidential Information received from the other Party, or created or received by a Party on behalf of the other Party, which is in such Party's possession, custody, or control; provided, however, that Contractor shall return CEA Data to CEA following the timeframe and procedure described further in this Agreement. Should Contractor or CEA determine that the return of any CEA Data or non-CEA Data Confidential Information is not feasible, Contractor shall destroy the data comprising such Confidential Information, and shall certify the same in writing within five (5) business days from the date of termination to the other Party. f. Notwithstanding anything in the foregoing to the contrary, however, Contractor is not prohibited from conducting its business with potential customers in CEA's territory, either due to a business opportunity already known to Contractor as of the date of this Agreement or made known to Contractor in the ordinary course of Contractor's business other than the Services under this Agreement. For the avoidance of doubt, any information, including but not limited to customer names, usage, data, etc., that Contractor receives from a third party in the ordinary course of Contractor's business other than performance of the Services under this Agreement, shall not be deemed to be confidential information as between CEA and Contractor, for purposes of this Agreement, even if it is the same or similar information such as would be confidential information pursuant to this Agreement. Data Security a. Undertaking by Contractor. Without limiting Contractor's obligation of confidentiality as further described herein, Contractor shall be responsible for establishing, maintaining, and providing a written description to CEA of, a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that is designed to: (a) ensure the security and confidentiality of the CEA Data; (b) protect against anticipated threats or hazards to the security or integrity of the CEA Data; (c) protect against unauthorized disclosure, access to, or use of the CEA Data; (d) ensure the proper disposal of CEA Data; and, (e) ensure that all employees, agents, and subcontractors of Contractor, if any, comply with all of the foregoing. In no case shall the safeguards of Contractor's data privacy and information security program used to protect CEA Data be less stringent than the safeguards used by Contractor for its own data. 12. b. Annual Audit. Calpine shall conduct or cause to be conducted an annual Service Organization Controls (SOC)-1 Type 2 audit or similar audit of rigor and scope of the services it provides to CEA and provide to CEA the findings of such audit that relate to CEA's operations. c. CPUC Compliance. Contractor shall, to the extent applicable, comply with the consumer protections concerning subsequent disclosure and use set forth in Attachment B to California Public Utilities Commission (CPUC) Decision No. 12-08- 045. d. Injunction. Specific Performance or Such Other Relief. Contractor acknowledges that disclosure or misappropriation of any Confidential Information could cause irreparable harm to CEA and/or CEA Customers, the amount of which may be difficult to assess. Accordingly, Contractor hereby confirms that the CEA shall be entitled to apply to a court of competent jurisdiction or the CPUC for an injunction, specific performance or such other relief (without posting bond) as may be appropriate in the event of improper disclosure or misuse of its Confidential Information by Contractor or its employees or representatives. Such right shall, however, be construed to be in addition to any other remedies available to the CEA, in law or equity. Assignability and Subcontracting Contractor shall not assig·n this Agreement or any portion of it to a third party, (other than (a) an Affiliate of Contractor, or (b) the right to receive payment hereunder in connection with Contractor's credit facilities) or subcontract with a third party to provide services required by Contractor under this Agreement without the prior written consent of CEA, which shall not be unreasonably withheld, conditioned or delayed. Any such assignment or subcontract without CEA's prior written consent shall give CEA the right to automatically and immediately terminate this Agreement without penalty or advance notice, provided, however, that all moneys due and payable to, or that become due to, Contractor, shall not be deemed a "penalty" for purposes of this sentence .. "Affiliate" shall mean any person or entity that controls, is controlled by, or is under common control with Contractor. 13. Representations and Warranties On the Effective Date and the date of entering into each Addendum, each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (ii) it has all regulatory authorizations necessary for it to legally perform its obligations under this Agreement and each Addendum; (iii) the execution, delivery and performance of this Agreement and each Addendum are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; (iv) this Agreement, each Addendum, and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms (subject to any equitable defenses); (v) it is not bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming bankrupt, and (vi), in the case of Contractor bears responsibility to obtain any license, permit, or approval required from any agency for work/services to be performed under this Agreement at Contractor's own expense prior to commencement of said work/services. 14. Insurance a. General Requirements Contractor shall not commence work or be required to commence work under this Agreement unless and until all insurance required under this Article has been obtained and such insurance has been approved by CEA, and Contractor shall use diligence to obtain such insurance and to obtain such approval. Contractor shall furnish CEA with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending Contractor's coverage to include the contractual liability assumed by Contractor pursuant to this Agreement. Contractor shall provide written notice within a reasonable time period not to exceed thirty (30) days to CEA of any pending cancellation or material change in the limits of liability. b. Workers' Compensation and Employer's Liability Insurance Contractor shall have in effect during the entire term of this Agreement workers' compensation and employer's liability insurance providing full statutory coverage. In signing this Agreement, Contractor certifies, as required by Section 1861 of the California Labor Code, that (a) it is aware of the provisions of Section 3700 of the California Labor Code, which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of the Labor Code, and (b) it will comply with such provisions before commencing the performance of work under this Agreement. c. Liability Insurance Contractor shall take out and maintain during the term of this Agreement such bodily injury liability and property damage liability insurance as shall protect Contractor and all of its employees/officers/agents while performing work covered by this Agreement from any and all claims for damages for bodily injury, including accidental death, as well as any and all claims for property damage which may arise from Contractor's operations under this Agreement, whether such operations be by Contractor, any subcontractor, anyone directly or indirectly employed by either of them, or an agent of either of them. Such insurance shall be combined single limit bodily injury and property damage for each occurrence and shall not be less than the amounts specified below: ~ Commercial General Liability Commercial General Liability Insurance Policy ("CGL"). Policy shall include coverage at least as broad as set forth in Insurance Services Office (herein "ISO") Commercial General Liability coverage. (Occurrence Form CG 0001) with policy limits not less than the following: $1,000,000 each occurrence (combined single limit); $2,000,000 general aggregate. 181 Motor Vehicle Liability Insurance ... $1,000,000 (To be checked if motor vehicle used in performing services) D Professional Liability $1,000,000 (To be checked if Contractor is a licensed professional) CEA and its officers, agents, employees, and servants shall be included as additional insured on any such policies of insurance, but only to the extent of the liabilities assumed by Contractor under this Agreement, which shall also contain a provision that (a) the insurance afforded thereby to CEA and its officers, agents, employees, and servants shall be primary insurance to the full limits of liability of the policy and (b) if the CEA or its officers, agents, employees, and servants have other insurance against the loss covered by such a policy, such other insurance shall be excess insurance only. In the event of the breach of any provision of this Section, or in the event any notice is received which indicates any required insurance coverage will be diminished or canceled, CEA, at its option, may, notwithstanding any other provision of this Agreement to the contrary, immediately declare a material breach of this Agreement and suspend all further work and payment pursuant to this Agreement. 15. Compliance With Laws Each Party shall be responsible for compliance with all laws or regulations applicable to the Services being provided under this Agreement. If either Party's activities hereunder become subject to law or regulation of any kind, which renders the activity illegal, unenforceable, or which imposes additional costs on such Party for which the Parties cannot mutually agree upon an acceptable price modification, then such Party shall at such time have the right to terminate this Agreement upon written notice to the other Party with respect to the illegal, unenforceable, or uneconomic provisions only; the remaining provisions of this Agreement will remain in full force and effect. Any such termination shall not constitute a basis for termination for cause as defined in Section 5 above. 16. Controlling Law; Venue This Agreement, and the rights and duties of the Parties arising hereunder, shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of law rules that may require the application of the laws of another jurisdiction. 17. Waiver No waiver by either Party of any right or obligation hereunder, including in respect to any Default by the other Party, shall be considered a waiver of any future right or obligation, whether of a similar or different character. Any waiver shall be in writing and signed by the Party against whom enforcement is sought. 18. Governmental Entity CEA shall not claim immunity on the grounds of sovereignty or similar grounds from enforcement of this Agreement. Except as provided in Article 5 above, CEA's failure to obtain any necessary budgetary approvals, appropriations, or funding for its obligations under this Agreement shall not excuse CEA's performance hereunder. 19. Notices Any notice, request, demand, or other communication required or permitted under this Agreement shall be deemed to be properly given when both: (1) transmitted via facsimile to the telephone number listed below or transmitted via email to the email address listed below; and (2) sent to the physical address listed below by either being deposited in the United States mail, postage prepaid, or deposited for overnight delivery, charges prepaid, with an established overnight courier that provides a tracking number showing confirmation of receipt. 20. In the case of CEA, to: Name/Title: Address: Telephone: Email: In the case of Contractor, to: Calpine Energy Solutions, LLC Attn: Legal Dept. 401 West A Street, Suite 500 San Diego, CA 92101 609-684-8251 (phone) 617-684-9350 (fax) No Recourse Against CEA's Member Agencies Contractor acknowledges and agrees that CEA is a Joint Powers Authority, which is a public agency separate and distinct from its member agencies. All debts, liabilities, or obligations undertaken by CEA in connection with this Agreement are undertaken solely by CEA and are not debts, liabilities, or obligations of its member agencies. Contractor waives any recourse against CEA's member agencies. 21. Force Majeure A Party shall be excused from performance under this Agreement and shall not be considered in default with respect to any obligation hereunder (other than obligations to pay money), if, and to the extent, in whole or in part, its failure of, or delay in, performance is due to a Force Majeure Event; provided, however, that all of the following conditions are satisfied: (a) such claiming Party gives written notice and full particulars of such Force Majeure Event to the other Party within thirty (30) days after the occurrence of the event relied on, (b) such notice shall estimate the expected duration and probable impact on the performance of such Party's obligations hereunder, (c) such affected Party shall continue to furnish timely regular reports with respect thereto during the continuation of the delay in the affected Party's performance, (d) the suspension of such obligations sought by such Party is of no greater scope and of no longer duration than is required by the Force Majeure Event, (e) no obligation or liability of either Party which became due or arose before the occurrence of the event causing the suspension of performance shall be excused as a result of the occurrence; (f) the affected Party shall exercise all commercially reasonable efforts to mitigate or limit the interference, impairment and losses to the other Party by promptly taking appropriate and sufficient corrective action; (g) when the affected Party is able to resume performance of the affected obligations under this Agreement, the affected Party shall give the other Party written notice to that effect, and (h) the affected Party promptly shall resume performance under this Agreement. The term "Force Majeure Event" means the occurrence of any event beyond the reasonable control and without the fault or negligence of the Party affected that results in the failure or delay by such Party of some performance under this Agreement, in full or part, including but not limited to the following: drought, flood, earthquake, storm, fire, volcanic eruption, lightning, epidemic/pandemic, war, pests, riot, civil disturbance, sabotage, terrorism or threat of terrorism, strike or labor difficulty, accident or curtailment of supply or equipment, total casualty to equipment, or restraint, order or decree by a governmental authority. Notwithstanding the foregoing, Force Majeure Events shall expressly not include lack of financial resources, material cost increases in commodities or labor, or other economic conditions. 22. Limitation on Damages FOR ANY BREACH OF THIS AGREEMENT, DAMAGES SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES ONLY, AND SUCH DIRECT, ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR DAMAGES, AND ALL OTHER DAMAGES ARE WAIVED. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF A PARTY'S PERFORMANCE OF THIS AGREEMENT, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION DAMAGES, WHETHER BASED ON STATUTE, CONTRACT, TORT, UNDER ANY INDEMNITY (EXCEPT AS EXPRESSLY PROVIDED BELOW) OR OTHERWISE, WITHOUT REGARD TO CAUSE OR THE NEGLIGENCE OF ANY PARTY, WHETHER SOLE, JOINT, ACTIVE OR PASSIVE, AND EACH PARTY HEREBY RELEASES THE OTHER PARTY FROM ANY SUCH LIABILITY, EVEN IF DURING THE TERM HEREOF IT ADVISES THE OTHER OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, CONTRACTOR WILL REIMBURSE CEA FOR CAISO CHARGES ASSESSED TO AND PAID FOR BY CEA DUE TO THE LATE SUBMISSION OF ACTUAL SQMD RESULTING FROM CONTRACTOR'S FAILURE TO SUBMIT SUCH DATA TO THE CAISO, OF UP TO $1,000 PER OCCURRENCE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. IN NO EVENT SHALL EITHER PARTY'S MAXIMUM LIABILITY TO THE OTHER UNDER THIS AGREEMENT EXCEED THE GREATER OF (A) THE AMOUNT OF THE FEES PAID TO CONTRACTOR BY CEA FOR THE SERVICES PROVIDED HEREUNDER OR (B) ONE MILLION FOUR HUNDRED THOUSAND DOLLARS AND NO CENTS (US $1,400,000.00). THIS ARTICLE 22 SHALL APPLY TO THE EXTENT PERMITTED BY LAW. IN WITNESS WHEREOF and in agreement with this Agreement's terms, the Parties, by their duly authorized representatives, affix their respective signatures: CLEAN ENERGY ALLIANCE CALPINE ENERGY SOLUTIONS, LLC By~ ~wutfl Name:·~:.:=~(- _ /.~_j By: _ _.,,,,.~----------- Nam James M. Wood Title: J rv"te n 1h C/1,<2+-f/?£. Ofc-L President Date: 4~ ft / it2 Date: __ ---'J=u=n=e_,_1...,2=0=2=0 ____ _ ATTEST: APPROVED AS TO FORM By:. x1(Q~~ Clerk of Said Board Page 15 Exhibit A In consideration of the payments set forth in Exhibit B, Contractor shall provide the following services: a. Electronic Data Exchange Services: i. Process CEA Service Requests (CCASRs) from/to SDG&E which specify the changes to a customer's choice of services such as enrollment in CEA programs, customer-initiated returns to bundled utility service or customer-initiated returns to direct access service (814 Electronic Data Interchange Files). ii. Obtain all customer usage data from SDG&E's Metered Data Management Agent (MOMA) server to allow for timely billing (according to SDG&E requirements) of each customer (867 Electronic Data Interchange Files). iii. Maintain and communicate the amount to be billed by SDG&E for services provided by CEA (810 Electronic Data Interchange Files). iv. Receive and maintain all data related to payment transactions toward CEA charges from SDG&E after payment is received by SDG&E from customers (820 Electronic Data Interchange Files). v. Process CCASRs with SDG&E when customer status changes. vi. Work with CEA and SDG&E to develop a testing schedule to ensure system readiness for an anticipated May 2021 launch or a mutually agreed upon launch date. vii. Perform testing with SDG&E of all transaction types pursuant to the testing schedule. viii. Work with CEA and SDG&E in clearing errors and problems identified through the testing process. b. Qualified Reporting Entity (QRE)Services: i. Upon request written request by CEA, develop and execute a QRE Services Agreement(s) between CEA and Contractor for Contractor to serve as QRE for up to thirty (30) locally situated, small-scale renewable generators or other distributed energy resources supplying electric energy to CEA through a feed-in tariff (FIT) or other mechanism. ii. Per the terms and conditions of an executed QRE Services Agreement, submit a monthly generation extract file to Western Renewable Energy Generation Information System (WREGIS) on CEA's behalf, which will conform to the characteristics and data requirements set forth in the WREGIS Interface Control Document for Qualified Reporting Entities. iii. Per the terms and conditions of an executed QRE Services Agreement, Contractor shall receive applicable electric meter data from SDG&E for CEA distributed energy resource projects, consistent with SDG&E's applicable meter servicing agreement, and shall provide such data to CEA for purposes of performance tracking and invoice creation. c. Customer Information System: i. Maintain an accurate database of all eligible accounts who are located in the CEA service area and identify each account's enrollment status (opt out, program enrollment), rate tariff election(s), payment history, collection status, on-site generating capacity, if applicable, and any correspondence with customer as well as other information that may become necessary to effectively administer CEA as mutually agreed to by parties from time to time. ii. Allow CEA to have functional access to the online database to add customer interactions and other account notes. iii. Allow CEA to view customer email or written letter correspondence within on line database. iv. Maintain and provide as-needed historical usage data on all customers for a time period equal to the lesser of either (a) the start of customer service to present or (b) five years. v. Maintain viewing access, available to appropriate CEA staff, to view SDG&E bills for CEA customers, including supporting the intuitive parsing and labeling of SDG&E provided files. Maintain accessible archive of billing records for all CEA customers from the start of CEA Service or a period of no less than five years. vi. Maintain and communicate as needed record of customers who have been offered service with CEA but have elected to opt out, either before or after starting service with CEA. vii. Maintain and communicate as needed records of Net Energy Metering credits and generation data for customers to be posted on bill and settled as per CEA's Net Energy Metering policy. viii. When requested by CEA, place program charges on the relevant customer account, referenced by its unique identifier. ix. Identify customers participating in various CEA programs in database. x. Include various program payment information in all relevant reports. xi. Perform quarterly CEA program reviews to assess appropriate customer charge level. xii. Maintain all customer data according to CEA's customer privacy policy and the requirements of relevant California Public Utilities Commission Decisions including D.12-08-045, including a daily backup process. xiii. Maintain a Data Management Provider Security Breach Policy. d. Customer Call Center: i. Provide professional Interactive Voice Response (IVR) recordings for CEA customer call center. 1. In the event outside services are required to translate prompts or scripts into languages specified by CEA, any charges incurred by Contractor as a result of these will be passed by Contractor onto CEA at cost. ii. Provide option for IVR self-service and track how many customers start and complete self- service options without live-agent assistance. iii. Staff a call center during non-enrollment periods between the hours of 8 AM and 5 PM PPT Monday through Friday, excluding CEA, SDG&E, and Contractor holidays. iv. Staff a call center during enrollment periods between the hours of 8 AM and 7 PM PPT Monday through Friday, excluding CEA, SDG&E, and Contractor holidays. v. Provide sufficient call center staffing to meet the requirements set forth herein. vi. Provide sufficient number of Data Manager Experts available to manage escalated calls between the hours of 8 AM and 5 PM PPT Monday through Friday, excluding CEA, SDG&E, and Contractor holidays ("Regular Business Hours"). vii. During non-enrollment periods, ensure that a minimum of 85% of all calls will be answered within 45 seconds. viii. During enrollment periods, ensure that a minimum of 80% of all calls will be answered within 60 seconds. ix. 100% of voicemail messages answered within one (1) Business Day and provide report to CEA upon request that substantiates this requirement has been met. x. 100% of emails receive an immediate automated acknowledgement and provide report upon request to CEA that substantiates this requirement has been met. xi. 95% of emails receive a customized response within one {1} Business Day and provide report to CEA upon request that substantiates this requirement has been met. xii. 100% of emails receive a customized response within three (3) Business Days and provide report to CEA upon request that substantiates this requirement has been met. xiii. Achieve a no greater than 5% abandon rate for all calls. xiv. Provide callers with the estimated hold time, if applicable. Provide an automated 'call back' option for callers who will be put on hold for an estimated five minutes or longer. xv. Record all inbound calls and make recordings available to CEA staff upon request. Maintain an archive of such recorded calls for a minimum period of 24 months. xvi. Track call center contact quality with criteria including: 1. Use of appropriate greetings and other call center scripts 2. Courtesy and professionalism 3. Capturing key customer data 4. Providing customers with correct and relevant information 5. First-contact resolution 6. Accuracy in data entry and call coding 7. Grammar and spelling in written communications (email and chat} xvii. Evaluate customer satisfaction through voluntary customer surveys that ask general questions about call quality, call resolution, and how satisfied the customer was with the service received. xviii. Respond to customer emails. xix. Receive calls from CEA customers referred to Contractor by SDG&E and receive calls from CEA customers choosing to contact Contractor directly without referral from SDG&E. xx. Provide the call center number on SDG&E invoice allowing CEA customers to contact the call center. Collect and/or confirm current email, mailing address and phone number of customers and add to or update database during inbound call. xxi. Collect permission (via voice recording, email request, or electronic form submittal} from customers to send electronic correspondence instead of printed mail. xxii. Respond to telephone inquiries from CEA customers using a script developed and updated quarterly by CEA. For questions not addressed within the script, refer inquiries either back to SDG&E or consult CEA for further action. xxiii. Respond to customer inquiries received through telephone calls, email, fax and/or web- portal within the times and guidelines in Exhibit A, Section 2.D. xxiv. Upon request, coordinate with CEA, SDG&E and other SDG&E territory CCAs if applicable, to participate in contact center reviews up to twice per calendar year. xxv. Ensure monthly statistics reports are provided in a timely and consistent manner as mutually agreed upon by Parties. xxvi. Provide monthly recurring statistics reports focused on Call Center activities in a timely and consistent manner as mutually agreed upon by Parties. xxvii. Use commercially reasonable efforts to make Spanish speaking call center staff available to customers during Regular Business Hours. xxviii. Provide translation services for inbound calls for the following languages: Spanish, Cantonese, Mandarin, Tagalog. xxix. Create and maintain forms for the CEA website so that customers may change their account status to enroll or opt out of various CEA programs. xxx. Participate in periodic meetings with CEA to review operations on a schedule mutually agreed upon by Parties. e. Billing Administration: i. Apply SDG&E account usage for all CEA customers against applicable Rate Schedules to allow for customer billing. ii. Review application of CEA Rate Schedules to SDG&E accounts to ensure that the proper rates are applied to the accounts. iii. Timely submit billing information for each customer to SDG&E to meet SDG&E's billing window. iv. Use commercially reasonable efforts to remedy billing errors for any customer in a timely manner, no more than two billing cycles. v. Assist with annual settlement process for Net Energy Metering customers by identifying eligible customers (including terminated NEM customer accounts), providing accrued charges and credits, and providing mailing list to CEA designated printer. vi. Provide customer mailing list to CEA designated printer for new move-in customer notices and opt out confirmation letters routinely within 7 days of enrollment or opt out. vii. Provide customer mailing list to CEA designated printer for customers with overdue payments and return customers to SDG&E bundled service in accordance with CEA's late payment and collections policies. viii. Provide customer mailing list to CEA designate printer for annual Joint Rate Comparison and Power Content Label mailers. ix. Send certain CEA program charges for non-CEA customers, when supported by SDG&E, based on information provided to Contractor by CEA. x. Send certain CEA program charges as a separate line item to SDG&E for placement on monthly bill during term of repayment. xi. Maintain a table of Rate Schedules, offered by CEA to its customers, within Contractor's billing system. 1. A Rate Schedule refers to the rate buildout, or formula, that includes all the necessary Billing Determinants, and the values applied to each, used to calculate charges or credits per unit of electricity consumed (kWh) or per unit of demand (kW). 2. Billing Determinants are used in the Rate Schedule to calculate the charge or credit due. Billing Determinants can define a time period, as in the case of Time-Of-Use rates that have various significance periods such as on-peak, off-peak, mid-peak, etc., or can be defined as factors that are to be considered when calculating the final customer charge such as discount services or additional charges that deviate from the Rate Schedule's standard structure, among others. 3. A Value Only Rate Change alters the values applied to each of the Billing Determinants in a given Rate Schedule buildout, keeping the existing buildout intact. 4. A Structural Rate Change alters one or more Billing Determinants within a Rate Schedule buildout by changing the definition of the Billing Determinant itself and/or adding and/or removing one or more Billing Determinants to an existing buildout. 5. Complete Value Only Rate Changes within 10 business days, excluding holidays, once Contractor has confirmed it is in receipt ofa valid Rate Template. 6. Complete Structural Rate Changes within 40 business days, excluding holidays, once Contractor has confirmed it is in receipt of a valid Rate Template. 7. A Rate Template will be considered valid if it meets the expected formatting requirements as set forth by Contractor and acknowledged by CEA, and the Rate Schedules it contains align with published CEA tariffs. Upon receipt of a Rate Template, Contractor will review it per these guidelines and after CEA has corrected any errors, if present, Contractor will communicate to CEA that a valid Rate Template has been received and work will commence as per the timelines indicated above. 8. Should CEA submit changes after Contractor has begun work on a valid Rate Template, CEA understands this may be considered a new Rate Change. 9. Conduct up to and including three Value Only Rate Changes within Contractor's billing system at no additional cost to CEA within each calendar year. 10. Conduct Structural Rate Changes impacting up to and including 500 Billing Determinants within Contractor's billing system at no additional cost to CEA within each calendar year. 11. At CEA's direction and for the corresponding price as indicated in Exhibit B, conduct additional Value Only or Structural Rate Changes beyond those included as noted above. 12. Send accounts to CEA's designate collection agency, pursuant to CEA's collections policy. 13. Provide statements to collections agency on an as requested basis for accounts sent for collection. f. Reporting: i. Consultant shall provide the following reports Report Frequency Delivery Method Aging Weekly, Monthly SFTP Call Center Stats Weekly, Monthly Email Cash Receipts Weekly, Monthly SFTP City Invoice Summary Reports Monthly SFTP Customer Complaints Monthly SFTP Days To Invoice Weekly, Monthly SFTP Overdue Usage Weekly, Monthly SFTP Performance Standards Monthly SFTP Program Opt Up with Address Weekly, Monthly SFTP Utility User Tax (UUT) where applicable Monthly Email Invoice Summary Report Weekly, Monthly SFTP Invoice Summary Report -Mid Month Monthly SFTP Monthly Transaction Summary Monthly Email Opt Out with Rate Class Weekly, Monthly SFTP Retroactive Returns Monthly Email Sent to Collections Monthly Email Snapshot Weekly SFTP Snapshot with Addresses Weekly SFTP Unbilled Usage Monthly SFTP Full Volume Usage by Rate Class Monthly SFTP g. Settlement Quality Meter Data: i. Contractor shall provide CEA or CEA's designated Scheduling Coordinator (SC) with Settlement Quality Meter Data (SQMD) as required from SC's by the California Independent System Operator (CAISO). ii. Upon CEA's request, Contractor shall submit the SQMD directly to the CAISO on behalf of CEA or CEA's designated SC. iii. Contractor will use, when available, AMI usage data as provided by SDG&E in its SQMD aggregation methodology. h. Data Tools i. Establish a data warehouse environment comprised of data related to the services provided by Contractor under this Agreement. ii. Provide CEA staff access to query the data warehouse environment. iii. Data made available in the data warehouse shall include: 1. AMI usage data provided by SDG&E 2. Customer account information and characteristics from the customer list provided by SDG&E and supplemented by the following data from CRM and CIS: • CEA participation history • Product elections (e.g. base product and premium product) • Opt-out activity • CCA rate schedule • Contractor will make reasonable efforts to provide additional characteristics requested by CEA 3. Billing data from Contractor's CIS 4. SQMD submission data. iv. Contractor may, from time to time and at its sole discretion, update the functionality available in the data warehouse which may include, among others, adding or maintaining data visualizations, self-service reporting tools, self-service analytical tools, and Application Program Interface (API) points. v. Contractor may, at its sole discretion, engage with CEA and other Contractor clients to solicit their input on required functionality, data elements, and system design as it pertains to the development, maintenance, and evolution of its data environment. vi. In the absence of the data warehouse or adequate data within the data warehouse, Contractor shall assist CEA in compiling ad-hoc sales, customer, and usage reports from time to time as may be requested by CEA, with each such request being accompanied by mutually agreed upon requirements and proper notice. vii. Contractor will provide technical support to access the d;:ita warehouse and documentation describing the data. CEA will provide staff with technical database expertise to engage with Contractor in the implementation and use of the data warehouse. viii. Data warehouse environment availability expected by end ofQl 2021. Exhibit B In consideration of the services provided by Contractor described in Exhibit A and subject to the terms of the Agreement, CEA shall pay Contractor based on the following fee schedule and terms: Number of Active Meters per Active Per Active Meter Account Monthly Base service fee Accounts served by CEA: Monthly Fee Under 170,000 $1.00 N/A 170,000 or more $0.85 $25,000 Travel and all start-up costs are included in this price. Rate Change Pricing Additional Rate Changes beyond those included in the per meter per active account pricing noted above will be provided to CEA per the following price schedule: --7 Rate Change Type i Value Only j Change i Structural Rate Change Custom Rates (2 hours included of , preliminary ; consultation) Upto so $1,000 $1,000 Additional Deliverable Pricing Slto 250 $2,000 $2,500 Number of Billing Determinants Affected 251 to S0lto 1,001 to 1,501 to 3,001 to 4,501+ 500 1,000 1,500 3,000 4,500 $3,000 $5,000 $7,500 $10,000 $13,000 $15,000 $20,000 $30,000 The Fees defined in Exhibit B include only those service and items expressly set forth in Exhibit A of this Agreement. Unless otherwise agreed to by CEA and the Contractor, the cost of additional deliverables provided by Contractor to CEA shall be passed through directly to CEA without mark-up using a labor rate of $150.00 per hour, ("Labor Rate"). I Exhibit C PROMISSORY NOTE June I, 2020 FOR VALUE RECEIVED, the undersigned, the CLEAN ENERGY ALLIANCE (the "Borrower"). hereby unconditionally promises to pay to the order of CALPINE ENERGY SOLUTIONS, LLC (''Calpine") the unpaid principal amount of each Advance (as defined in the Agreement referred to below) made by Calpine to the Borrower on the Maturity Date and on such other dates and in such other amounts as set forth in the Agreement (as defined below). All payments of principal of the outstanding amounts of all Advances evidenced by this Promissory Note shall be made in the manner specified in the Agreement (as defined below). Borrower hereby further promises to pay interest in like money and funds on the daily outstanding balance of each Advance for the period commencing on the date of each such Advance until repaid in full, at the rate determined pursuant to, and in the manner specified in, the Agreement (as defined below). All payments of principal of and interest under this Promissory Note shall be made by the Borrower not later than [2:00 pm] (Pacific Standard Time) on the date when due to Calpine at its office located on the date hereof at 40 I West A St., Suite 500, San Diego, CA 9210 I ( or such other address as Calpine may designate in writing to the Borrower) in lawful money of the United States of America, in immediately available funds without setoff, deduction or counterclaim and free and clear of any present or future taxes, levies, imposts, duties, fees, assessments or other charges. Calpine is authorized to make notations of all Advances made to the Borrower by Calpine pursuant to the Agreement (as defined below) and all repayments of the outstanding principal amounts and accrued interest on such Advances on the schedule attached to and made part of this Promissory Note. Such notations, if made, will be conclusive and binding absent manifest error. This Promissory Note is the Note referred to in the Professional Services Agreement dated as of June I, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the "Agreement") between the Borrower and Calpine. In addition to all principal and accrued interest on this Promissory Note, the Borrower agrees to pay (a) all costs and expenses incurred by all of the holders of this Promissory Note in collecting this Promissory Note, whether through probate, reorganization, bankruptcy or other proceedings and (b) attorney's fees when and if this Promissory Note is placed in the hands of an attorney for collection. Presentment, demand, protest and notices of any kind with respect to this Promissory Note are hereby expressly waived by the Borrower. Notwithstanding any other provision of this Promissory Note. in the event that any change in any applicable law or regulation or in the interpretation thereof by any Governmental Authority shall make it unlawful for Calpine to honor its obligation to make, issue or maintain any Advance hereunder, then Calpine shall promptly notify Borrower thereof and Calpine 's obligation to make such Advance, or to continue the Advance, shall be suspended until such time as Calpine may again lawfully make and maintain the Advance and, on the date specified b J Calpine in light of legal requirements applicable to Calpine, the Advance shall become payable at a rate per annum established by Calpine in the Agreement, THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STA TE OF CALIFORNIA. CLEAN ENERGY ALLIANCE By: _______________ _ Name: ----------------- Title: ------------------ Date: ----------------- Date of Borrowing Schedule to Promissory Note of the CLEAN ENERGY ALLIANCE Dated June I, 2020 Principal Amount Interest Rate B-1 Payment Date