Agenda packet — Central Coast Community Energy (3CE) Policy Board, May 15, 2023

Policy Board of Directors
May 15, 2023
10:30 a.m.

Central Coast Community Energy
70 Garden Court, Suite 300
Boardroom
Monterey, CA 93940

REMOTE LOCATION VIA TELECONFERENCE
Any interested parties or community members may attend, and participate in, the meeting at the following addresses where Board members may also join the meeting from:

County of Santa Cruz
701 Ocean Street, Room 525
Santa Cruz, CA 95060
City of Pismo Beach
City Hall
Council Chambers
760 Mattie Road, Pismo Beach, CA 93449
City of San Luis Obispo
City Hall
990 Palm Street, Council Chambers
San Luis Obispo, CA 93401
City of Santa Maria
City Hall
110 East Cook Street, Council Chambers
Santa Maria, CA 93454
County of Santa Barbara
County Administration Building
105 East Anapamu Street,
Board of Supervisors Conference Room
Santa Barbara, CA 93101
Public may participate through ZOOM. For ZOOM participation please join by computer audio at:
https://us02web.zoom.us/j/82977357049
Or join by phone:
+1 669 900 6833 or +1 669 219 2599
Enter this Webinar ID Number: 829 7735 7049 when prompted. Please note there is no Participant Code, you will press # again after the recording prompts you.

You will be placed in the meeting as an attendee. To make a public comment:
 If joined by computer, please press the button to raise your hand  If joined by phone, please push *9 on your keypad
If you have anything that you wish to be distributed to the Board, please provide 15 copies to a member of 3CE staff or the Board Clerk, who will distribute the information to the Board members and staff.

The public may comment on the consent agenda and matters not listed on the agenda but within the Board's jurisdiction at the opening of the meeting. The Board may not take action at this meeting on any item not listed on the Agenda other than to refer the matter to staff or set it for a future meeting. The public may comment on a specific item listed on this agenda when the Board considers that item.

Speakers are limited to 3 minutes each.

In addition, members of the public may request and receive copies without undue delay of any documents that are distributed to the Board, unless there is a specific exemption under the Public Records Act that prevents the disclosure of the record. (Cal. Gov’t Code Section 54957.5) In compliance with Government Code Section 54957.5, non-exempt writings that are distributed to a majority or all of the Board in advance of a meeting and that relate to an agenda item will be made available at 3CE’s offices located at 70 Garden Court, Suite 300, Monterey, CA 93940 during normal business hours and are also available on the 3CE website located at: https://pub-3ce.escribemeetings.com/

AGENDA

Welcome & Roll Call
Pledge of Allegiance

REGULAR AGENDA

1. Adopt Resolution PB-2023-02 Setting the Regular Meeting Schedule of the Policy Board of Directors

2. Adopt Resolution PB-2023-03 Approving the Sixth Amendment to the Central Coast Community Energy Joint Powers Agreement and Approve Inclusion of the County of San Luis Obispo as a 3CE Member

3. Adopt Resolution PB-2023-04 Approving Addendum No. 5 to the 3CE Community Choice Aggregation Implementation Plan and Statement of Intent

ADJOURNMENT
Staff Report Item 1
TO: 3CE Policy Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
SUBJECT: Adopt Resolution PB-2023-02 Setting the Regular Meeting Schedule of the Policy Board of Directors
DATE: 5/15/2023
RECOMMENDATION:

This recommends the Policy Board of Directors adopt Resolution No. PB-2023-02 to establish the regular meeting schedule of the Policy Board at 1:30 p.m. on the third (3rd) Wednesday of February and June; and 9:00 a.m. on the second (2nd) Thursday of September.

This further recommends that the Joint Annual Meeting be set for the second (2nd) Wednesday of September.

Finally, this recommends that the Clerk of the Board hold a December date to facilitate a quorum for a potential special meeting if one is so required.

BACKGROUND:

Section 3.8 of the Central Coast Community Energy’s Joint Powers Agreement requires the Policy Board to hold up to three meetings per year, with the option for additional or special meetings as determined by the CEO and/or Chair, and that all meetings shall be conducted in accordance with the provisions of the Ralph M. Brown Act (the “Brown Act”). The Brown Act requires that the Policy Board provide a regular time and place for its meetings by resolution, ordinance, or other formal action.

The Policy Board has previously set their regularly scheduled meetings through adoption of Resolutions No. 1-2017; No. PB-2018-05; No. PB-2019-01; PB-2020-04.

At its March 15, 2023 meeting, the Executive Committee adopted a regular meeting schedule to align with the regular schedule of the Policy Board. The Executive Committee will continue to conduct special meetings as required.

At its April 26, 2023 meeting the Audit and Finance Committee (“A&F Committee”) adopted a regular schedule to align with the regular schedule of the Policy Board with a9:00 a.m. start time. The A&F Committee will continue to conduct special meetings as required.

DISCUSSION/ANALYSIS:

Moving the Policy Board’s start from 9:00 a.m. to 1:30 p.m. enables the regular meetings for the Executive Committee and the A&F Committee to be scheduled the same day as the Regular meetings of the Policy Board in February and June.

Aligning the Executive and A&F Committees (collectively, the “Committees”) with the Policy Board meetings achieves two key objectives. First, it promotes in-person attendance for all members and improves transparency and communication between the Committees and the Policy Board. Second, reduces time impacts on those Directors serving on the Committees.

Staff recommends the Policy Board shift its regular meetings away from its traditional 9:00 a.m. start time to 1:30pm on the third (3rd) Wednesday of February and June. Staff further recommends that to avoid the current conflict with the League of California Cities Annual Conference, the Policy Board shift the Joint Annual Meeting and the Policy Board’s Annual Meeting from the third week of September to the second week of September. This is to ensure primary members of the Policy and Operations Boards can participate in September.

Pending approval, the Annual Joint meeting will take place September 13, 2023 and the Regular meetings of the Policy Board meeting will take place on the following schedule.

February and June Third Wednesday (e.g., June 21, 2023) Policy Board – 1:30pm
September Second Thursday (e.g., September 14, 2023)
Policy Board – 9:00am
December
Reserved for Special Meeting
FISCAL IMPACT:

No fiscal impact.

CONCLUSION:

The Policy Board’s adoption of Resolution PB-2023-02 will establish regular scheduled meeting dates while aligning with the regular schedules of the Executive Committee and Audit and Finance Committee.

ATTACHMENT(S):

1. Draft Resolution PB-2023-02
DRAFT RESOLUTION NO. PB-2023-02

A RESOLUTION OF THE POLICY BOARD OF DIRECTORS OF THE CENTRAL COAST COMMUNITY ENERGY ESTABLISHING A REGULAR MEETING SCHEDULE; AND SUPERSEDING ALL

PREVIOUSLY ADOPTED RESOLUTIONS TO THE EXTENT OF ANY INCONSISTENT MEETING

SCHEDULE, LOCATION AND TIMES
WHEREAS, the Central Coast Community Energy is a Joint Powers Authority established and operated pursuant to California Government Code section 6500 et seq. to study, promote, develop, conduct, operate, and manage energy programs in the California Central Coast region of Santa Cruz, Monterey, San Benito, Santa Barbara Counties, and certain cities within San Luis Obispo County; and
WHEREAS, pursuant to Section 3.8 of the Central Coast Community Energy Joint Powers Agreement, the Policy Board of Directors of the Authority ("Board") may fix, by resolution, the date upon which, and the hour and place at which, each regular meeting of the Board is to be held; and
WHEREAS, the Authority desires to establish a regular meeting schedule by resolution and to supersede any prior resolutions related to the foregoing by this resolution; and NOW, THEREFORE, the POLICY Board of Directors of the Central Coast Community Energy does hereby resolve, determine, and order as follows:

1. The regular meetings of the Policy Board will be held according to the following table:

February June September
Location will rotate
location between
Headquarters and
southern territory location
as set buy further action
of the Board.

Location will rotate
location between
Headquarters and
southern territory location
as set buy further action
of the Board.

TBD in conjunction with
the Joint Annual meeting
Third (3rd) Wednesday Third (3rd) Wednesday Second (2nd) Thursday 1:30 p.m. 1:30 p.m. 9:00 a.m.

2. June 21, 2023 and February 21, 2024 will be located at 70 Garden Court, Suite 300, Monterey, California, 93940.

3. The Policy Board’s September meeting will rotate between the northern and southern portions of the Authority’s service area and will be separately noticed in conjunction with the Joint Annual Meeting. September 13 and 14, 2023 Joint Annual Meeting and Regular Meeting will be held at Paso Robles Inn located at 1103 Spring Street, Paso Robles, California, 93446.

4. If necessary, special Policy Board meetings will be convened and duly noticed as per Brown Act requirements at other venues. While the Clerk of the Board shall reserve and hold a December date for such special meetings, a special meeting may be called and noticed pursuant to Brown Act requirements at any convenient time.

5. If there are no agenda items, the meeting will be cancelled. This Resolution shall take effect immediately upon adoption.

PASSED AND ADOPTED by the Policy Board of the Central Coast Community Energy this 15 day of May 2023 by the following vote:

AYES:

NOES:

ABSENT:
_____________________________
Chair, Steve McShane
Attest:
_____________________________
Board Clerk, Heather Vowell
Staff Report Item 2
TO: 3CE Policy Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
SUBJECT: Adopt Resolution PB-2023-03 Approving the Sixth Amendment to the Central Coast Community Energy Joint Powers Agreement and Approve Inclusion of the County of San Luis Obispo as a 3CE Member
DATE: May 15, 2022
RECOMMENDATION:

This recommends that the Policy Board adopt Resolution PB-2023-03 approving the Sixth Amendment to the Central Coast Community Energy (“3CE”) Exercise of Joint Powers Agreement (the “Agreement”) and approve adding the County of San Luis Obispo as a 3CE member.

BACKGROUND:

In 2017, the Counties of Santa Cruz, Monterey, and San Benito, along with most jurisdictions therein, entered into the Agreement establishing Monterey Bay Community Power (“MBCP”), in part, to reduce greenhouse gas emissions related to the use of power.

On December 5, 2018, the Policy Board of Directors adopted Resolution PB-2018-07 approving the First Amendment to the Agreement, adding the Cities of San Luis Obispo and Morro Bay.

On December 4, 2019, the Policy Board of Directors adopted resolution No. PB-2019-04 approving the Second Amendment to the Agreement, adding eleven new MBCP member agencies.

On June 3, 2020, the Policy Board of Directors adopted Resolution PB-2020-02 approving the Third Amendment to the Agreement, changing MBCP’s name to Central Coast Community Energy.

On September 4, 2020, the Policy Board of Directors adopted Resolution PB-2020-05 approving the Fourth Amendment to the Agreement, adding the City of Buellton.

On September 22, 2022, the Policy Board of Directors adopted Resolution PB-2022-02 approving the Fifth Amendment to the Agreement, adding the City of Atascadero.

The Agreement provides that it may be amended by an affirmative vote of at least two-thirds of Policy Board of Directors following a notice of such proposed amendment. Notice was duly sent to all member agencies on April 15, 2023, for this proposed Sixth Amendment.

DISCUSSION/ANALYSIS:

The inclusion of the County of San Luis Obispo into 3CE increases the number of member agencies to 35 and achieves the agency’s goal of providing the option of community choice energy across the entire Central Coast.

At its March 21, 2023, meeting, the County of San Luis Obispo’s Board of Supervisors adopted Resolution No. 2023-064 Requesting Membership in Central Coast Community Energy and Authorizing the Chair of the Board of Supervisors to Execute the Joint Powers Authority Agreement as Amended with Central Coast Community Energy. The Board then passed Ordinance No. 3486 Authorizing the Implementation of a Community Choice Aggregation Program by Participating in Central Coast Community Energy’s Community Choice Aggregation Program.

The County of San Luis Obispo’s total electricity demand is approximately 634 GWh or approximately 10% of 3CE’s future demand upon enrollment.

If approved by the Policy Board, 3CE expects to serve the County of San Luis Obispo as early as January 1, 2025. Staff has prepared the required Addendum to the 3CE Implementation Plan submitted as a separate item for the Board’s approval. The Board approved Addendum will then be submitted to the California Public Utilities Commission for certification prior to the end of the 2023 calendar year.

CCCE and the County of San Luis Obispo will work closely over the next year and a half to coordinate any necessary enrollment activities.

If approved by the Policy Board, the amendments to the JPA will become effective on May 16, 2023. The County of San Luis Obispo will have its own seat on the 3CE Boards, resulting in an additional voting member of the Policy and Operations Boards.

FISCAL IMPACT:

The fiscal impact is generally limited to staff time. There will be an incremental addition of revenue and cost of energy based on the number of enrolled customers and their estimated load consumption within the County of San Luis Obispo.

CONCLUSION:

The Policy Board’s adoption of this Resolution amending the 3CE JPA agreement will make the County of San Luis Obispo 3CE’s thirty-fifth (35
th) member agency.

ATTACHMENT(S):

1. Draft Amended Joint Powers Agreement

2. Draft Sixth Amended Joint Powers Agreement - Redlined

3. Draft Amendment No. 6 to the 3CE Joint Exercise of Powers Agreement

4. Draft Resolution PB-2023-03 Amending the CCCE Joint Exercise of Powers Agreement w/o attachments

5. Resolution 2023-064 from the County of San Luis Obispo

6. Ordinance No. 3486 from the County of San Luis Obispo 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 1

JOINT EXERCISE OF POWERS AGREEMENT RELATING TO AND CREATING

CENTRAL COAST COMMUNITY ENERGY
OF
Monterey, San Benito, San Luis Obispo, Santa
Barbara, and Santa Cruz Counties
This Joint Exercise of Powers Agreement, effective on the date determined by Section

2.1, is made and entered into pursuant to the provisions of Title 1, Division 7, Chapter 5, Article 1 (Sections 6500 et seq.) of the California Government Code relating to the joint exercise of powers among the Parties set forth in Exhibit B, establishes Central Coast Community Energy(“Authority”), and is by and among the Counties of Monterey, San Benito, San Luis Obispo, Santa Barbara, and Santa Cruz who become signatories to this Agreement (“Counties”) and those cities and towns within those Counties who become signatories to this Agreement and relates to the joint exercise of powers among the signatories hereto.

RECITALS
A. The Parties share various powers under California law, including but not limited to the power to purchase, supply, and aggregate electricity for themselves and customers within their jurisdictions.

B. In 2006, the State Legislature adopted AB 32, the Global Warming Solutions Act, which mandates a reduction in greenhouse gas emissions in 2020 to 1990 levels.

The California Air Resources Board is promulgating regulations to implement AB32 which will require local governments to develop programs to reduce greenhouse gas emissions.
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C. The purposes for entering into this Agreement include:
a. Reducing greenhouse gas emissions related to the use of power in Monterey, Santa Cruz, San Benito, Santa Barbara, and San Luis Obispo Counties and neighboring regions;
b. Providing electric power and other forms of energy to customers at affordable rates that are competitive with the incumbent utility; c. Carrying out programs to facilitate electrifying the transportation, public infrastructure, and the building sectors to reduce reliance on fossil fuels and thus reduce greenhouse gas emissions;
d. Stimulating and sustaining the local economy by lowering electric generation charges and creating local jobs as a result of Central Coast Community Energy’sCCE program; and
e. Promoting long-term electric rate stability and energy security and reliability for residents through local control of electric generation resources.

D. It is the intent of this Agreement to promote the development and use of a wide range of renewable energy sources and energy programs, including but not limited to solar, wind, and geothermal energy production. The purchase of renewable power sources will be the desired approach to decrease regional greenhouse gas emissions and accelerate the State’s transition to clean power resources to the extent feasible.
a. It is further desired to establish a long-term energy portfolio that prioritizes the use and development of State, local and regional renewable resources and carbon free resources.
b. In compliance with State law and in alignment with the Authority’s desire to stimulate the development of renewable power, the Authority shall draft an Integrated Resource Plan that includes a range of regional renewable 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 3
development potential in the California Central Coast Region and plans to incorporate local power into its energy portfolio as technically and economically feasible.

E. The Parties desire to establish a separate public Authority, known as Central Coast Community Energy, under the provisions of the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.) (“Act”) in order to collectively study, promote, develop, conduct, operate, and manage energy programs.

F. The Parties anticipate adopting an ordinance electing to implement through the Authority a common Community Choice Aggregation (CCA) program, anelectric service enterprise available to cities and counties pursuant to California Public Utilities Code Sections 331.1(c) and 366.2. The priority of the Authority will be the consideration of those actions necessary to implement the CCA Program.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions hereinafter set forth, it is agreed by and among the Parties as follows:

ARTICLE 1: DEFINITIONS AND EXHIBITS

1.1. Definitions. Capitalized terms used in the Agreement shall have themeanings specified in Exhibit A unless the context requires otherwise.

1.2. Documents Included. This Agreement consists of this document and the following exhibits, all of which are hereby incorporated into this Agreement.

Exhibit A: Definitions
Exhibit B: List of the Parties
Exhibit C: Regional Allocations
ARTICLE 2: FORMATION OF CENTRAL COAST COMMUNITY ENERGY
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2.1. Effective Date and Term. This Agreementshall become effective and “Central Coast Community Energy” shall exist as a separate public Authority on the date that this Agreement is executed by at least three Initial Participants from the Counties of Monterey, Santa Cruz, and San Benito and the municipalities within those counties, after the adoption of the ordinances required by Public Utilities Code Section 366.2(c)(12).

The Authority shall provide notice to the Parties of the Effective Date. The Authority shall continue to exist, and this Agreement shall be effective, until this Agreement is terminated in accordance with Section 6.4, subject to the rights of the Parties to withdraw from the Authority.

2.2. Formation. There is formed as of the Effective Date a public Authority named Central Coast Community Energy. Pursuant to Sections 6506 and 6507 of the Act, the Authority is a public Authority separate from the Parties. Pursuant to Sections 6508.1 of the Act, the debts, liabilities or obligations of the Authority shall not be debts, liabilities or obligations of the individual Parties unless the governing board of a Party agrees in writing to assume any of the debts, liabilities or obligations of the Authority. A Party who has not agreed to assume an Authority debt, liability or obligation shall not be responsible in any way for such debt, liability or obligation even if a majority of the Parties agree to assume the debt, liability or obligation of the Authority. Notwithstanding Section 7.4 of this Agreement, this Section 2.2 may not be amended unless such amendment is approved by the governing board of each Party.

2.3. Purpose. The purpose of this Agreement is to establish an independent public Authority in order to exercise powers common to each Party to study, promote,develop, conduct, operate, and manage energy, energy efficiency and conservation, and other energy-related programs, and to exercise all other powers necessary and incidental to accomplishing this purpose. Without limiting the generality of the foregoing, theParties 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 5
intend for this Agreement to be used as a contractual mechanism by which the Parties are authorized to participate in the CCA Program, as further described in Section 4.1. The Parties intend that other agreements shall define the terms and conditions associated with the implementation of the CCA Program and any other energy programs approved by the Authority.

2.4. Powers. The Authority shall have all powers common to the Parties and such additional powers accorded to it by law. The Authority is authorized, in its own name, to exercise all powers and do all acts necessary and proper to carry out the provisions of this Agreement and fulfill its purposes, including, but not limited to, each of the following powers, subject to the voting requirements set forth in Section 3.7 through 3.7.1:

2.4.1. to make and enter into contracts;

2.4.2. to employ agents and employees, including but not limited to aChief Executive Officer;

2.4.3. to acquire, contract, manage, maintain, and operate any buildings, infrastructure, works, or improvements;

2.4.4. to acquire property by eminent domain, or otherwise, except as limited under Section 6508 of the Act, and to hold or dispose of any property; however, the Authority shall not exercise the power of eminent domain within the jurisdiction of a Party without approval of the affected Party’s governing board;

2.4.5. to lease any property;

2.4.6. to sue and be sued in its own name;

2.4.7. to incur debts, liabilities, and obligations, including but not limited to loans from private lending sources pursuant to its temporaryborrowing 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 6
powers such as Government Code Sections 53850 et seq. and authority under the Act;

2.4.8. to form subsidiary or independent corporations or entities if necessary, to carry out energy supply and energy conservation programs at the lowest possible cost or to take advantage of legislative or regulatory changes;

2.4.9. to issue revenue bonds and other forms of indebtedness;

2.4.10. to apply for, accept, and receive all licenses, permits, grants, loans or other aids from any federal, state, or local public agency;

2.4.11. to submit documentation and notices, register, and comply with orders, tariffs and agreements for the establishment and implementation of the CCA Program and other energy programs;

2.4.12. to adopt Operating Rules and Regulations;

2.4.13. to make and enter into service agreements relating to the provision of services necessary to plan, implement, operate and administer the CCA Program and other energy programs, including the acquisition of electric power supply and the provision of retail and regulatory support services; and

2.4.14. to permit additional Parties to enter into this Agreement after the Effective Date and to permit another entity authorized to be a community choice aggregator to designate the Authority to act as the community choice aggregator on its behalf.

2.5. Limitation on Powers. As required by Government Code Section 6509, thepower of the Authority is subject to the restrictions upon the manner of exercising power possessed by the City of Santa Cruz and any other restrictions on exercising the powers of the authority that may be adopted by the board.
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2.6. Compliance with Local Zoning and Building Laws and CEQA. Unless state or federal law provides otherwise, any facilities, buildings or structures located, constructed, or caused to be constructed by the Authority within the territory of the Authority shall comply with the General Plan, zoning and building laws of the local jurisdiction within which the facilities, buildings or structures are constructed and comply with the California Environmental Quality Act (“CEQA”).

ARTICLE 3: GOVERNANCE AND INTERNAL ORGANIZATION

3.1. Boards of Directors. The governing bodies of the Authority shall consist of a Policy Board of Directors (“Policy Board”) and an Operations Board of Directors (“Operations Board”).

3.1.1. Both Boards shall consist of Directors representing any of the five Counties of Monterey, San Benito, San Luis Obispo, Santa Barbara, or Santa Cruz that become a signatory to the Agreement, and Directors representing any of the Cities or Towns, which are members of the Authority, within those five Counties (“Directors”). Each Director shall serve at the pleasure of the governing board of the Party who appointed such Director and may be removed as Director by such governing board at any time. If at any time a vacancy occurs on the Board, a replacement shall be appointed to fill the position of the previous Director within 90 days of the date that such position becomes vacant.

3.1.2. Policy Board Directors must be elected members of the Board of Supervisors or elected members of the City or Town Council of the municipality that is the signatory to this Agreement. Jurisdictions may appoint an alternate to serve in the absence of its Director on the Policy Board. Alternates for the Policy Board must be members of the Board of Supervisors or members of the governing board of the municipality that is the signatory to this Agreement.
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3.1.3. Operations Board Directors must be the senior executive/County Administrative Officer of any County that is the signatory to this Agreement, or senior executive/City Manager from any municipality that is the signatory to this Agreement. Jurisdictions may appoint an alternate to serve in the absence of its Director on the Operations Board.Alternates for the Operations Board must be administrative managers of the County or administrative managers of the governing board of the municipality that is the signatory to this Agreement.

3.1.4. Board seats will be allocated under the following formulas. Policy and Operations Board seats for those jurisdictions that pass a CCA ordinance by February 28, 2017 (“Initial Participants”) will be allocated on a one jurisdiction, one seat basis until such time as the number of member jurisdictions exceeds eleven. Once the JPA reaches more than eleven-member agencies, the Policy and Operations Boards’ composition shall shift to a regional allocation based on population size. This allocation shall be one seat for each jurisdiction with a population of 50,000 and above, and shared seats for jurisdictions with populations below 50,000 allocated on a sub-regional basis, as set forth in Exhibit C.

Notwithstanding the above, the County of San Benito shall be allotted one seat.

3.1.5. Shared board seats, as set forth in Exhibit C, Regional Allocation shall have a term of two years and will be determined either by agreement among the parties sharing the seat or through the City Selection Committee in the respective County. Following appointment, either by agreement or by the City Selection Committee, Directors may be reappointed and serve multiple terms. In the event the addition of new parties requires that an established board seat transition to a shared seat or that a shared seat expand to include new parties, the sitting Director 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/23 – P a g e 9
will automatically be the first representative for that shared seat to ensure continuity and maintain experience.

3.2. Quorum. A majority of the appointed Directors shall constitute a quorum, except that less than a quorum may adjourn in accordance with law.

3.3. Powers and Functions of the Boards. The Boards shall exercise general governance and oversight over the business and activities of the Authority, consistent with this Agreement and applicable law. The Boards shall provide general policy guidance to the CCA Program.

3.3.1. The Policy Board will provide guidance/approval in the areas of strategic planning and goal setting, passage of Authority budget and customer rates, and large capital expenditures outside the typical power procurement required to provide electrical service.

3.3.2. The Operations Board will provide oversight and support to the Chief Executive Officer on matters pertaining to the provision of electrical service to customers in the region, focusing on the routine, day-to-day operations of the Authority.

3.3.3. Policy Board approval shall be required for any of the following actions, including but not limited to:
(a) The issuance of bonds, major capital expenditures, or any other financing even if program revenues are expected to pay forsuch financing;
(b) The appointment or removal of officers described in Section 3.9, subject to Section 3.9.3;
(c) The appointment and termination of the Chief Executive Officer; (d) The adoption of the Annual Budget;
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(e) The adoption of an ordinance;
(f) The setting of rates for power sold by the Authority and the setting of charges for any other category of service provided by the Authority;
(g) The adoption of the Implementation Plan;
(h) The selection of General Counsel, Treasurer and Auditor; (i) The amending of this Joint Exercise of Powers Agreement; and (j) Termination of the CCA Program.

3.3.4. Operations Board approval shall be required for the following actions, including but not limited to:
(a) The approval of Authority contracts and agreements, except as provided by Section 3.4; and
(b) Approval of Authority operating policies and othermatters necessary to ensure successful program operations.

3.3.5. Joint approval of the Policy and Operations Boards shall be required for the initiation or resolution of claims and litigation where the Authority will be the defendant, plaintiff, petitioner, respondent, cross complainant or cross petitioner, or intervenor; provided, however, that the Chief Executive Officer or General Counsel, on behalf of the Authority, may intervene in, become a party to, or file comments with respect to any proceeding pending at the California Public Utilities Commission, the Federal Energy Regulatory Commission, or any other administrative authority, without approval of the Boards as long as such action is consistent with any adopted Board policies.

3.4. Chief Executive Officer. The Authority shall have a Chief Executive Officer 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/23 – P a g e 11
(“CEO”). The Operations Board shall present nomination(s) of qualified candidates tothe Policy Board. The Policy Board shall make the selection and appointment of the CEO who will be an employee of the Authority and serve at will and at the pleasure of the Policy Board.

The CEO shall be responsible for the day-to-day operation and management of the Authority and the CCA Program. The CEO may exercise all powers of the Authority, including the power to hire, discipline and terminate employees as well as the power to approve any agreement if the total amount payable under the agreement falls within the Authority’s fiscal policies to be set by the Policy Board, except the powers specifically set forth in Section 3.3 or those powers which by law must be exercised by the Board(s) of Directors. The CEO shall report to the Policy Board on matters related to strategic planning and goal setting, passage of Authority budget and customer rates, and large capital expenditures outside the typical power procurement required to provide electrical service. The CEO shall report to the Operations Board on matters related to Authority policy and the provision of electrical service to customers in the region, focusing on the routine, day-to-day operations of the Authority. It shall be the responsibility of the CEO to keep both Board(s) appropriately informed and engaged in the discussions and actions of each to ensure cooperation and unity within the Authority.

3.5. Commissions, Boards, and Committees. The Boards may establish any advisory committees they deem appropriate to assist in carrying out the CCA Program, other energy programs, and the provisions of this Agreement which shall comply withthe requirements of the Ralph M. Brown Act. The Boards may establish rules, regulations, policies, bylaws or procedures to govern any such commissions, boards, or committees if the Board(s) deem it appropriate to appoint such commissions, boards or committees, and shall determine whether members shall be compensated or entitled to reimbursement for expenses.

3.6. Director Compensation. Directors shall serve without compensation fromthe Authority. However, Directors may be compensated by their respective appointing 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/23 – P a g e 12
authorities. The Boards, however, may adopt by resolution a policy relating to the reimbursement by the Authority of expenses incurred by their respectiveDirectors.

3.7. Voting. Except as provided in Section 3.7.1 below, actions of the Boardsshall require the affirmative vote of a majority of Directors present at the meeting.

3.7.1. Special Voting Requirements for Certain Matters. (a) Two-Thirds Voting Approval Requirements Relating to Sections 6.2 and 7.4. Action of the Board on the matters set forth in Section 6.2 (involuntary termination of a Party), or Section 7.4 (amendment of this Agreement) shall require the affirmative vote of at least two-thirds of Directors present. (b) Seventy-Five Percent Special Voting Requirements forEminent Domain and Contributions or Pledge of Assets.
i. A decision to exercise the power of eminent domain on behalf of the Authority to acquire any property interest other than an easement, right-of-way, or temporary construction easement shall require a vote of at least 75% of all Directors present. ii. The imposition on any Party of any obligation to make contributions or pledge assets as a condition of continued participation in the CCA Program shall require a vote of atleast 75% of all Directors and the approval of the governing boards of the Parties who are being asked to make such contribution or pledge.
iii. For purposes of this section, “imposition on any Party of any obligation to make contributions or pledge assets as a condition of continued participation in the CCA Program” does not include any obligations of a withdrawing or terminated party 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/23 – P a g e 13
imposed under Section 6.3.

3.8. Meetings and Special Meetings of the Board. The Policy Board shall hold up to three regular meetings per year, with the option for additional or special meetings as determined by the Chief Executive Officer or Chair of the Policy Board after consultation with the Chief Executive Officer. The Operations Board shall hold at least eight meetings per year, with the option for additional or special meetings. The date, hour and place of each regular meeting shall be fixed by resolution or ordinance of the Board. Regular meetings may be adjourned to another meeting time. Special and Emergency Meetings of the Boards may be called in accordance with the provisions of California Government Code Sections 54956 and 54956.5. Directors may participate in meetings telephonically, with full voting rights, only to the extent permitted by law. All meetings shall be conducted in accordance with the provisions of the Ralph M. Brown Act (California Government Code Sections 54950 et seq.).

3.9. Selection of Board Officers.

3.9.1. Policy Board Chair and Vice Chair. The Policy Board shall select, from among themselves, a Chair, who shall be the presiding officer of all Policy Board meetings, and a Vice Chair, who shall serve in the absence of the Chair. The Policy Board Chair and Vice Chair shall act as the overall Chair and Vice Chair for Central Coast Community Energy. The term of office of the Chair and Vice Chair shallcontinue for one year, but there shall be no limit on the number of terms held by either the Chair or Vice Chair. The office of either the Chair or Vice Chair shall be declared vacant and a new selection shall be made if:
(a) the person serving dies, resigns, is no longer holding a qualifying public office, or the Party that the person represents removes the person as its representative on the Board; or
(b) the Party that he or she represents withdraws from the Authority 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/23 – P a g e 14
pursuant to the provisions of this Agreement.

3.9.2. Operations Board Chair and Vice Chair. The Operations Board shall select, from among themselves, a Chair, who shall be the presiding officer of all Operations Board meetings, and a Vice Chair, who shall serve in the absence of the Chair. The term of office of the Chair and Vice Chair shall continue for one year, but there shall be no limit on the number of terms held by either the Chair or Vice Chair. The office of either the Chair or Vice Chair shall be declared vacant and a new selection shall be made if:
(a) the person serving dies, resigns, or is no longer the senior executive of the Party that the person represents or;
(b) the Party that he or she represents withdraws from the Authority pursuant to the provisions of this Agreement.

3.9.3. Secretary. Each Board shall appoint a Secretary, who need not be a member of the Board, who shall be responsible for keeping the minutes of all meetings of each Board and all other official records of the Authority.

If the Secretary appointed is an employee of the Authority, that employee may serve as Secretary to both Boards.

3.9.4. The Policy Board shall appoint a qualified person to act as the Treasurer and a qualified person to act as the Auditor, neither of whom needs to bea member of the Board. If the Board so designates, and in accordance with the provisions of applicable law, a qualified person may hold both the office of Treasurer and the office of Auditor of the Authority. Unless otherwise exempted from such requirement, the Authority shall cause an independent audit to be made by a certified public accountant, or public accountant, in compliance with Section 6505 of the Act. The Treasurer shall report directly to the Policy Board and shall comply with the requirements of treasurers of incorporated municipalities. The Board may 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/23 – P a g e 15
transfer the responsibilities of Treasurer to any person or entity as the law may provide at the time. The duties and obligations of the Treasurer are further specified in Article 5.

3.10. Administrative Services Provider. The Board(s) may appoint one or more administrative services providers to serve as the Authority’s agent for planning, implementing, operating and administering the CCA Program, and any other program approved by the Board, in accordance with the provisions of an Administrative Services Agreement. The appointed administrative services provider may be one of the Parties. An Administrative Services Agreement shall set forth the terms and conditions by which the appointed administrative services provider shall perform or cause to be performed all tasks necessary for planning, implementing, operating and administering the CCA Program and other approved programs. The Administrative Services Agreement shall set forth the term of the Agreement and the circumstances under which the Administrative Services Agreement may be terminated by the Authority. This section shall not in any way be construed to limit the discretion of the Authority to hire its own employees to administer the CCA Program or any other program. The Administrative Services Provider shall be either an employee or a contractor of the Authority unless a member agency is providing the service.

ARTICLE 4: IMPLEMENTATION ACTION AND AUTHORITY DOCUMENTS

4.1. Preliminary Implementation of the CCA Program.

4.1.1. Enabling Ordinance. To be eligible to participate in the CCA Program, each Party must adopt an ordinance in accordance with Public Utilities Code Section 366.2(c)(12) for the purpose of specifying that the Party intends to implement a CCA Program by and through its participation in the Authority.

4.1.2. Implementation Plan. The Policy Board shall cause to be prepared an Implementation Plan meeting the requirements of Public Utilities Code Section 366.2 and any applicable Public Utilities Commission regulations 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/23 – P a g e 16
as soon after the Effective Date as reasonably practicable. The Implementation Plan shall not be filed with the Public Utilities Commission until it is approved by the Policy Board in the manner provided by Section 3.7.

4.1.3. Termination of CCA Program. Nothing contained in this Article or this Agreement shall be construed to limit the discretion of the Authority to terminate the implementation or operation of the CCA Program at any time in accordance with any applicable requirements of state law.

4.2. Authority Documents. The Parties acknowledge and agree that the affairs of the Authority will be implemented through various documents duly adopted by theBoard(s) through resolution, including but not limited to the CCCE Implementation Plan and Operating Policies. The Parties agree to abide by and comply with the terms and conditions of all such documents that may be adopted by the Board(s), subject to the Parties’ right to withdraw from the Authority as described in Article 6.

ARTICLE 5: FINANCIAL PROVISIONS

5.1. Fiscal Year. The Authority’s fiscal year shall be 12 months commencing April1 or the date selected by the Authority. The fiscal year may be changed by Policy Board resolution.

5.2. Depository.

5.2.1. All funds of the Authority shall be held in separate accounts in the name of the Authority and not commingled with funds of any Party or anyother person or entity.

5.2.2. All funds of the Authority shall be strictly and separately accounted for, and regular reports shall be rendered of all receipts and disbursements, at least quarterly during the fiscal year. The books and records of the Authority shall be open to inspection by the Parties at all reasonable times. The Board(s) shall contract with a certified public accountant or 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/23 – P a g e 17
public accountant to make an annual audit of the accounts and records of the Authority, which shall be conducted in accordance with the requirements of Section 6505 of the Act.

5.2.3. All expenditures shall be made in accordance with the approved budget and upon the approval of any officer so authorized by the Board(s) in accordance with its Operating Rules and Regulations. The Treasurer shall draw checks or warrants or make payments by other means for claims or disbursements not within an applicable budget only upon the prior approval of the Board(s).

5.3. Budget and Recovery of Costs.

5.3.1. Budget. The initial budget shall be approved by the Policy Board. The Board may revise the budget from time-to-time as may be reasonably necessary to address contingencies and unexpected expenses. All subsequent budgets of the Authority shall be approved by the Policy Board in accordance with the Operating Rules and Regulations.

5.3.2. Funding of Initial Costs. The County of Santa Cruz has funded certain activities necessary to implement the CCA Program. If the CCA Program becomes operational, these Initial Costs paid by the County of Santa Cruz shall be included in the customer charges for electric services as provided by Section 5.3.3 to the extent permitted by law, and the County of Santa Cruz shall be reimbursed from the payment of such charges by customers of the Authority. Prior to such reimbursement, the County of Santa Cruz shall provide such documentation of costs paid as the Board may request.

The Authority may establish a reasonable time-period over which such costs are recovered. In the event, that the CCA Program does not become operational, the County of Santa Cruz shall not be entitled to any reimbursement of the Initial Costs it has paid from the Authority or any Party.
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5.3.3. CCA Program Costs. The Parties desire that all costs incurred by the Authority that are directly or indirectly attributable to the provision of electric, conservation, efficiency, incentives, financing, or other services provided under the CCA Program, including but not limited to the establishment and maintenance of various reserves and performance funds and administrative, accounting, legal, consulting, and other similar costs, shall be recovered through charges to CCA customers receiving such electric services, or from revenues from grants or other third-party sources.

ARTICLE 6: WITHDRAWAL

6.1. Withdrawal.

6.1.1. Right to Withdraw. A Party may withdraw its participation in the CCA Program, effective as of the beginning of the Authority’s fiscal year, by giving no less than 6 months advance written notice of its election to do so, which notice shall be given to the Authority and each Party.

Withdrawal of a Party shall require an affirmative vote of the Party’s governing board.

6.1.2. Right to Withdraw After Amendment. Notwithstanding Section 6.1.1, a Party may withdraw its membership in the Authority following an amendment to this Agreement adopted by the Policy Board which the Party’s Director voted against provided such notice is given in writing within thirty (30) days following the date of the vote. Withdrawal of a Party shall require an affirmative vote of the Party’s governing board and shall not be subject to the six-month advanced notice provided in Section 6.1.1. In the event of such withdrawal, the Party shall be subject to the provisions of Section 6.3.

6.1.3. The Right to Withdraw Prior to Program Launch. After receiving bids from power suppliers, the Authority must provide to the Parties the report 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/23 – P a g e 19
from the electrical utility consultant retained by the Authority that compares the total estimated electrical rates that the Authority will be charging to customers as well as the estimated greenhouse gas emissions rate and the amount of estimated renewable energy used with that of the incumbent utility. If the report provides that the Authority is unable to provide total electrical rates, as part of its baseline offering, to the customers that are equal to or lower than the incumbent utility or to provide power in a manner that has a lower greenhouse gas emissions rate or uses more renewable energy than the incumbent utility, a Party may, immediately after an affirmative vote of the Party’s governing board, withdraw its membership in the Authority without any financial obligation, except those financial obligations incurred through the Party’s share of any credit guarantee, as long as the Party
provides written notice of its intent to withdraw to the Authority Board no more than fifteen business days after receiving the report. Costs incurred prior to withdrawal will be calculated as a pro-rata share of start-up costs expended to the date of the Party’s withdrawal, and it shall be the responsibility of the withdrawing Party to pay its share of said costs if they have a material/adverse impact on remaining Authority members or ratepayers.

6.1.4. Continuing Financial Obligation; Further Assurances. Except as provided by Section 6.1.3, a Party that withdraws its participation in the CCA Program may be subject to certain continuing financial obligations, as described in Section 6.3. Each withdrawing Party and the Authority shall execute and deliver all further instruments and documents and take any further action that may be reasonably necessary, as determined by the Board, to effectuate the orderly withdrawal of such Party from participation in the CCA Program.

6.2. Involuntary Termination of a Party. Participation of a Party in the CCA program 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/23 – P a g e 20
may be terminated for material non-compliance with provisions of this Agreement or any other agreement relating to the Party’s participation in the CCA Program upon a vote of the Policy Board as provided in Section 3.7.1. Prior to any vote to terminate participation with respect to a Party, written notice of the proposed termination and the reason(s) for such termination shall be delivered to the Party whose termination is proposed at least 30 days prior to the regular Board meeting at which such matter shall first be discussed as an agenda item. The written notice of proposed termination shall specify the particular provisions of this Agreement or other agreement that the Party has allegedly violated.

The Party subject to possible termination shall have the opportunity at the next regular Board meeting to respond to any reasons and allegations that may be cited as a basis for termination prior to a vote regarding termination. A Party that has had its participation in the CCA Program terminated may be subject to certain continuing liabilities, as described in Section 6.3.

6.3. Continuing Financial Obligations: Refund. Except as provided by Section 6.1.3, upon a withdrawal or involuntary termination of a Party, the Party shall remain responsible for any claims, demands, damages, or other financial obligations arising from the Party membership or participation in the CCA Program through the date of its withdrawal or involuntary termination, it being agreed that the Party shall not be responsible for any financial obligations arising after the date of the Party’s withdrawal or involuntary termination. Claims, demands, damages, or other financial obligations for which a withdrawing or terminated Party may remain liable include, but are not limited to, losses from the resale of power contracted for by the Authority to serve the Party’s load. With respect to such financial obligations, upon notice by a Party that it wishes to withdraw from the CCA Program, the Authority shall notify the Party of the minimum waiting period under which the Party would have no costs for withdrawal if the Party agrees to stay in the CCA Program for such period. The waiting period will be set to the minimum duration such that there are no costs transferred to remaining ratepayers. If the Party elects to withdraw before the end of the minimum waiting period, the charge for exiting shall be set at a dollar amount that would offset actual costs to the remaining 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/23 – P a g e 21
ratepayers and may not include punitive charges that exceed actual costs. In addition, such Party shall also be responsible for any costs or obligations associated with the Party’s participation in any program in accordance with the provisions of any agreements relating to such program provided such costs or obligations were incurred prior to the withdrawal of the Party. The Authority may withhold funds otherwise owing to the Party or may require the Party to deposit sufficient funds with the Authority, as reasonably determined by the Authority and approved by a vote of the Policy Board, to cover the Party’s financial obligations for the costs described above. Any amount of the Party’s funds held on deposit with the Authority above that which is required to pay any financial obligations shall be returned to the Party. The liability of any Party under this section 6.3 is subject and subordinate to the provisions of Section 2.2, and nothing in this section 6.3 shall reduce, impair, or eliminate any immunity from liability provided by Section 2.2.

6.4. Mutual Termination. This Agreement may be terminated by mutual agreementof all the Parties; provided, however, the foregoing shall not be construed as limiting the rights of a Party to withdraw its participation in the CCA Program, as described in Section 6.1.

6.5. Disposition of Property upon Termination of Authority. Upon termination of this Agreement, any surplus money or assets in possession of the Authority for use underthis Agreement, after payment of all liabilities, costs, expenses, and charges incurred under this Agreement and under any program documents, shall be returned to the then-existing Parties in proportion to the contributions made by each.

ARTICLE 7: MISCELLANEOUS PROVISIONS

7.1. Dispute Resolution. The Parties and the Authority shall make reasonable effortsto informally settle all disputes arising out of or in connection with this Agreement. Should such informal efforts to settle a dispute, after reasonable efforts, fail, the dispute shall be mediated in accordance with policies and procedures established by the Authority. The costs of any such mediation shall be shared equally among the Parties participating in the 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/23 – P a g e 22
mediation.

7.2. Liability of Directors, Officers, and Employees. The Directors, officers, and employees of the Authority shall use ordinary care and reasonable diligence in the exercise of their powers and in the performance of their duties pursuant to this Agreement. No current or former Director, officer, or employee will be responsible for any act or omission by another Director, officer, or employee. The Authority shall defend, indemnify and hold harmless the individual current and former Directors, officers, and employees for any acts or omissions in the scope of their employment or duties in the manner provided by Government Code Sections 995 et seq. Nothing in this section shall be construed to limit the defenses available under the law, to the Parties, the Authority, or its Directors, officers, or employees.

7.3. Indemnification of Parties. The Authority shall acquire such insurance coverageas is necessary to protect the interests of the Authority and the Parties. The Authority shall defend, indemnify, and hold harmless the Parties and each of their respective Boards of Supervisors or City Councils, officers, agents and employees, from any and all claims, losses, damages, costs, injuries, and liabilities of every kind arising directly or indirectly from the conduct, activities, operations, acts, and omissions of the Authority under this Agreement.

7.4. Amendment of this Agreement. This Agreement may not be amended except bya written amendment approved by a vote of Policy Board members as provided in Section

3.7.1. The Authority shall provide written notice to all Parties of proposed amendments to this Agreement, including the effective date of such amendments, at least 30 days prior to the date upon which the Board votes on such amendments.

7.5. Assignment. Except as otherwise expressly provided in this Agreement, therights and duties of the Parties may not be assigned or delegated without the advance written consent of all of the other Parties, and any attempt to assign or delegate such rights or duties in contravention of this Section 7.5 shall be null and void. This Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of the Parties. 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/23 – P a g e 23
This Section 7.5 does not prohibit a Party from entering into an independent agreement with another agency, person, or entity regarding the financing of that Party’s contributions to the Authority, or the disposition of proceeds which that Party receives under this Agreement, so long as such independent agreement does not affect, or purport to affect, the rights and duties of the Authority or the Parties under thisAgreement.

7.6. Severability. If one or more clauses, sentences, paragraphs or provisions of this Agreement shall be held to be unlawful, invalid or unenforceable, it is hereby agreed by the Parties, that the remainder of the Agreement shall not be affected thereby. Such clauses, sentences, paragraphs or provision shall be deemed reformed so as to be lawful, valid and enforced to the maximum extent possible.

7.7. Further Assurances. Each Party agrees to execute and deliver all further instruments and documents and take any further action that may be reasonably necessary, to effectuate the purposes and intent of this Agreement.

7.8. Execution by Counterparts. This Agreement may be executed in any number of counterparts, and upon execution by all Parties, each executed counterpart shall have the same force and effect as an original instrument and as if all Parties had signed the same instrument. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more signature pages.

7.9. Parties to be Served Notice. Any notice authorized or required to be given pursuant to this Agreement shall be validly given if served in writing either personally, by deposit in the United States mail, first class postage prepaid with return receipt requested, or by a recognized courier service. Notices given (a) personally or by courier service shall be conclusively deemed received at the time of delivery and receipt and (b) by mail shall be conclusively deemed given 48 hours after the deposit thereof (excluding Saturdays, Sundays and holidays) if the sender receives the return receipt. All notices shall be addressed to the office of the clerk or secretary of the Authority or Party, as the 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/23 – P a g e 24
case may be, or such other person designated in writing by the Authority or Party.

Notices given to one Party shall be copied to all other Parties. Notices given to the Authority shall be copied to all Parties.
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Exhibit A
Definitions
“Act” means the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.)
“Administrative Services Agreement” means an agreement or agreements entered into after the Effective Date by the Authority with an entity that will perform tasks necessary for planning, implementing, operating and administering the CCA Program or any other energy programs adopted by the Authority.
“Agreement” means this Joint Powers Agreement.
“Annual Energy Use” has the meaning given in Section 3.7.1. “Authority” means Central Coast Community Energy.
“Authority Document(s)” means document(s) duly adopted by one or both Boards by resolution or motion implementing the powers, functions, and activities of the Authority, including but not limited to the Operating Rules and Regulations, the annual budget, and plans and policies.
“Board” means the Policy Board of Directors of the Authority and/or the Operations Board of Directors of the Authority unless one or the other is specified in this Agreement. “CCA” or “Community Choice Aggregation” means an electric service option available to cities and counties pursuant to Public Utilities Code Section 366.2. “CCA Program” means the Authority’s program relating to CCA that is principally described in this Agreement.
“Director” means a member of the Policy Board of Directors or Operations Board of Directors representing a Party.
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“Effective Date” means the date that this Agreement is executed by at least three Initial Participants from the Counties of Monterey, Santa Cruz, and San Benito and the municipalities within those counties, as further described in Section 2.1. “Implementation Plan” means the plan generally described in Section 4.1.2 of this Agreement that is required under Public Utilities Code Section 366.2 to be filed with the California Public Utilities Commission for the purpose of describing a proposed CCA Program.
“Initial Costs” means all costs incurred by the County of Santa Cruz and/or Authority relating to the establishment and initial operation of the Authority, such as the hiring of a Chief Executive Officer and any administrative staff, and any required accounting, administrative, technical, or legal services in support of the Authority’s initial activities or in support of the negotiation, preparation, and approval of one or more Administrative Services Agreements.
“Initial Participants” means those initial founding JPA members whose jurisdictions pass a CCA ordinance, whose Board seats will be allocated on a one jurisdiction, one seat basis (in addition to one seat for San Benito County) until such time as the number of member jurisdictions exceeds eleven, as described in Section 3.1.4. “Operating Rules and Regulations” means the rules, regulations, policies, bylaws and procedures governing the operation of the Authority.
“Operations Board” means the board composed of City Managers and CAOs representing their respective jurisdictions as provided in section 3.1.4 who will provide oversight and support to the Chief Executive Officer on matters pertaining to the provision of electrical service to customers in the region, focusing on the routine, day-to-day operations of the Authority, as further set forth in section 3.3. 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/23 – P a g e 27
“Parties” means, collectively, the signatories to this Agreement that have satisfied the conditions in Sections 2.1 or 4.1.1 such that it is considered a member of the Authority. “Party” means singularly, a signatory to this Agreement that has satisfied the conditions in Sections 2.1 or 4.1.1 such that it is considered a member of the Authority. “Policy Board” means the board composed of elected officials representing their respective jurisdictions as provided in section 3.1.4 who will provide guidance/approval in the areas of strategic planning and goal setting, passage of Authority budget and customer rates, large capital expenditures outside the typical power procurement required to provide electrical service, and such other functions as set forth in section 3.3. 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/23 – P a g e 28
Exhibit B
Central Coast Community Energy of Monterey, San Benito, San Luis Obispo, Santa Cruz, and Santa Barbara Counties
List of Parties
County of Santa Cruz
City of Santa Cruz
City of Watsonville
City of Capitola
City of Scotts Valley
County of Monterey
City of Salinas
City of Monterey
City of Pacific Grove
City of Carmel
City of Seaside
City of Marina
City of Sand City
City of Soledad
City of Greenfield
City of Gonzales
City of Del Rey Oaks
County of San Benito
City of Hollister
City of San Juan Bautista
City of Morro Bay
City of San Luis Obispo
City of Paso Robles
City of Pismo Beach
City of Grover Beach
City of Arroyo Grande
County of Santa Barbara
City of Santa Maria
City of Solvang
City of Guadalupe
City of Goleta
City of Carpinteria
City of Buellton
City of AtascaderoCounty of
San Luis Obispo
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Exhibit C
Regional Allocation
Board seats in Central Coast Community Energy will be allocated as follows:
i. One seat for Santa Cruz County;
ii. One seat for Monterey County;
iii. One seat for San Benito County;
iv. One seat for Santa Barbara County;
v. One seat for San Luis Obispo County;
vi. One seat for the City of Santa Cruz;
vii. One seat for the City of Salinas;
viii. One seat for the City of Watsonville;
ix. One seat for the City of Santa Maria;
x. One shared seat for remaining Santa Cruz cities including Capitola and Scotts Valley selected by the City SelectionCommittee;
xi. One shared seat for Monterey Peninsula cities including Monterey, Pacific Grove, and Carmel selected by the City Selection Committee; xii. One shared seat for Monterey Coastal cities including Marina, Seaside, Sand City, and Del Rey Oaks selected by the City Selection Committee; xiii. One shared seat for Salinas Valley cities including Greenfield, Soledad, Gonzales selected by the City Selection Committee;
xiv. One shared seat for San Benito County cities including Hollister and SanJuan Bautista selected by the City Selection Committee; and
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xv. One shared seat for the Cities of San Luis Obispo and Morro Bay, selected by agreement or the City Selection Committee; and
xvi. One shared seat for the Cities of Paso Robles and Atascadero selected by agreement or the City Selection Committee; and
xvii. One shared seat for the Cities of Pismo Beach, Grover Beach, and Arroyo Grande selected by agreement or the City Selection Committee. xviii. One shared seat for the Cities of Guadalupe, Solvang, and Buellton selected by agreement or the City Selection Committee.
xix. One shared seat for the Cities of Goleta, and Carpinteria selected by agreement or the City Selection Committee.
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[SIGNATURE PAGES TO BE INSERTED]
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Formatted: Centered

JOINT EXERCISE OF POWERS AGREEMENT RELATING TO AND CREATING

CENTRAL COAST COMMUNITY ENERGY
OF
Monterey, San Benito, San Luis Obispo, Santa
Barbara, and Santa Cruz, San Benito, and Santa
Barbara Counties and Certain Cities in San Luis
Obispo County
This Joint Exercise of Powers Agreement, effective on the date determined by Section

2.1, is made and entered into pursuant to the provisions of Title 1, Division 7, Chapter 5, Article 1 (Sections 6500 et seq.) of the California Government Code relating to the joint exercise of powers among the Parties set forth in Exhibit B, establishes Central Coast Community Energy(“Authority”), and is by and among the Counties of Monterey, San Benito, San Luis Obispo, Santa Barbara, and Santa Cruz, San Benito, and Santa Barbara who become signatories to this Agreement (“Counties”) and those cities and towns within thosee Counties of Monterey, Santa Cruz, San Benito, Santa Barbara, and San Luis Obispo who become signatories to this Agreement and relates to the joint exercise of powers among the signatories hereto.

B. In 2006, the State Legislature adopted AB 32, the Global Warming Solutions Act, which mandates a reduction in greenhouse gas emissions in 2020 to 1990 Formatted: Indent: Hanging: 0.5"
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Formatted: Centered
levels. The California Air Resources Board is promulgating regulations to implementAB32 which will require local governments to develop programs to reduce greenhouse gas emissions.

C. The purposes for entering into this Agreement include:
a. Reducing greenhouse gas emissions related to the use of power in Monterey, Santa Cruz, San Benito, Santa Barbara, and San Luis Obispo Counties and neighboring regions;
b. Providing electric power and other forms of energy to customers at affordable rates that are competitive with the incumbent utility; c. Carrying out programs to facilitate electrifying the transportation, public infrastructure, and the building sectors to reduce reliance on fossil fuels and thus reduce greenhouse gas emissions;
d. Stimulating and sustaining the local economy by lowering electric generation charges and creating local jobs as a result of Central Coast Community Energy’sCCE program; and
e. Promoting long-term electric rate stability and energy security and reliability for residents through local control of electric generation resources.

D. It is the intent of this Agreement to promote the development and use of awide range of renewable energy sources and energy programs, including but not limited to solar, wind, and geothermal energy production. The purchase of renewable power sources will be the desired approach to decrease regional greenhouse gas emissions and accelerate the State’s transition to clean power resources to the extent feasible.
a. It is further desired to establish a long-term energy portfolio that prioritizes the use and development of State, local and regional renewable resources and carbon free resources.
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b. In compliance with State law and in alignment with the Authority’s desire to stimulate the development of renewable power, the Authority shall draft an Integrated Resource Plan that includes a range of regional renewable development potential in the California Central Coast Region and plans to incorporate local power into its energy portfolio as technically and economically feasible.

F. The Parties anticipate adopting an ordinance electing to implement through the Authority a common Community Choice Aggregation (CCA) program, an electric service enterprise available to cities and counties pursuant to California Public Utilities Code Sections 331.1(c) and 366.2. The priority of the Authority will be the consideration of those actions necessary to implement the CCA Program.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions hereinafter set forth, it is agreed by and among the Parties as follows:

ARTICLE 1: DEFINITIONS AND EXHIBITS

1.1. Definitions. Capitalized terms used in the Agreement shall have themeanings specified in Exhibit A unless the context requires otherwise.

1.2. Documents Included. This Agreement consists of this document and the following exhibits, all of which are hereby incorporated into this Agreement.

Exhibit A: Definitions
Exhibit B: List of the Parties
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Exhibit C: Regional Allocations
ARTICLE 2: FORMATION OF CENTRAL COAST COMMUNITY ENERGY

2.3. Purpose. The purpose of this Agreement is to establish an independent public Authority in order to exercise powers common to each Party to study, promote,develop, conduct, operate, and manage energy, energy efficiency and conservation, and other energy-related programs, and to exercise all other powers necessary and incidental to accomplishing this purpose. Without limiting the generality of the foregoing, theParties 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; and 9/22/2022; and 5/15/2023 – P a g e 5
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intend for this Agreement to be used as a contractual mechanism by which the Parties are authorized to participate in the CCA Program, as further described in Section 4.1. The Parties intend that other agreements shall define the terms and conditions associated with the implementation of the CCA Program and any other energy programs approved by the Authority.

2.4.1. to make and enter into contracts;

2.4.2. to employ agents and employees, including but not limited to aChief Executive Officer;

2.4.3. to acquire, contract, manage, maintain, and operate any buildings, infrastructure, works, or improvements;

2.4.5. to lease any property;

2.4.6. to sue and be sued in its own name;

2.4.7. to incur debts, liabilities, and obligations, including but not limited to loans from private lending sources pursuant to its temporary borrowing 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; and 9/22/2022; and 5/15/2023 – P a g e 6
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powers such as Government Code Sections 53850 et seq. and authority under the Act;

2.4.9. to issue revenue bonds and other forms of indebtedness;

2.4.10. to apply for, accept, and receive all licenses, permits, grants, loans or other aids from any federal, state, or local public agency;

2.4.11. to submit documentation and notices, register, and comply with orders, tariffs and agreements for the establishment and implementation of the CCA Program and other energy programs;

2.4.12. to adopt Operating Rules and Regulations;

ARTICLE 3: GOVERNANCE AND INTERNAL ORGANIZATION

3.1. Boards of Directors. The governing bodies of the Authority shall consist of a Policy Board of Directors (“Policy Board”) and an Operations Board of Directors (“Operations Board”).

3.1.1. Both Boards shall consist of Directors representing any of the fivefour Counties of Monterey, Santa Cruz, San Benito, San Luis Obispo, Santa Barbara, or Santa CruzBarbara that become a signatory to the Agreement, and Directors representing any of the Cities or Towns, which are members of the Authority, within those five Counties of Monterey, Santa Cruz, San Benito, Santa Barbara, or San Luis Obispo (“Directors”). Each Director shall serve at the pleasure of the governing board of the Party who appointed such Director and may be removed as Director by such governing board at any time. If at any time a vacancy occurs on the Board, a replacement shall be appointed to fill the position of the previous Director within 90 days of the date that such position becomes vacant.

3.1.2. Policy Board Directors must be elected members of the Board of Supervisors or elected members of the City or Town Council of the municipality that is the signatory to this Agreement. Jurisdictions may appoint an alternate to serve in the absence of its Director on the Policy Board. Alternates for the Policy Board must be members of the Board of Supervisors or members of the governing board of the municipality that 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; and 9/22/2022; and 5/15/23 – P a g e 8
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is the signatory to this Agreement.

Notwithstanding the above, the County of San Benito shall be allotted one seat.

3.1.5. Shared board seats, as set forth in Exhibit C, Regional Allocation shall have a term of two years and will be determined either by agreement among the parties sharing the seat or through the City Selection Committee in the respective County. Following appointment, either by agreement or by the City Selection Committee, Directors may be reappointed and serve multiple terms. In the event the addition of new parties requires that an established board seat transition to a shared seat 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; and 9/22/2022; and 5/15/23 – P a g e 9
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or that a shared seat expand to include new parties, the sitting Director will automatically be the first representative for that shared seat to ensure continuity and maintain experience.

3.2. Quorum. A majority of the appointed Directors shall constitute a quorum, except that less than a quorum may adjourn in accordance with law.

3.3. Powers and Functions of the Boards. The Boards shall exercise general governance and oversight over the business and activities of the Authority,consistent with this Agreement and applicable law. The Boards shall provide general policy guidance to the CCA Program.

3.3.3. Policy Board approval shall be required for any of the following actions, including but not limited to:
(a) The issuance of bonds, major capital expenditures, or any other financing even if program revenues are expected to pay forsuch financing;
(b) The appointment or removal of officers described in Section 3.9, subject to Section 3.9.3;
(c) The appointment and termination of the Chief Executive Officer; (d) The adoption of the Annual Budget;
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(e) The adoption of an ordinance;
(f) The setting of rates for power sold by the Authority and the setting of charges for any other category of service provided by the Authority;
(g) The adoption of the Implementation Plan;
(h) The selection of General Counsel, Treasurer and Auditor; (i) The amending of this Joint Exercise of Powers Agreement; and (j) Termination of the CCA Program.

3.4. Chief Executive Officer. The Authority shall have a Chief Executive Officer (“CEO”). The Operations Board shall present nomination(s) of qualified candidates tothe Policy Board. The Policy Board shall make the selection and appointment of the CEO who will be an employee of the Authority and serve at will and at the pleasure of the Policy Board.

3.5. Commissions, Boards, and Committees. The Boards may establish any advisory committees they deem appropriate to assist in carrying out the CCA Program, other energy programs, and the provisions of this Agreement which shall comply with the requirements of the Ralph M. Brown Act. The Boards may establish rules, regulations, policies, bylaws or procedures to govern any such commissions, boards, or committees if the Board(s) deem it appropriate to appoint such commissions, boards or committees, and shall determine whether members shall be compensated or entitled to reimbursement for expenses.

3.6. Director Compensation. Directors shall serve without compensation fromthe 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; and 9/22/2022; and 5/15/23 – P a g e 12
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Authority. However, Directors may be compensated by their respective appointing authorities. The Boards, however, may adopt by resolution a policy relating to the reimbursement by the Authority of expenses incurred by their respectiveDirectors.

3.7. Voting. Except as provided in Section 3.7.1 below, actions of the Boardsshall require the affirmative vote of a majority of Directors present at the meeting.

3.7.1. Special Voting Requirements for Certain Matters. (a) Two-Thirds Voting Approval Requirements Relating to Sections 6.2 and 7.4. Action of the Board on the matters set forth in Section 6.2 (involuntary termination of a Party), or Section 7.4 (amendment of this Agreement) shall require the affirmative vote of at least two-thirds of Directors present. (b) Seventy-Five Percent Special Voting Requirements forEminent Domain and Contributions or Pledge of Assets.
i. A decision to exercise the power of eminent domain on behalf of the Authority to acquire any property interest other than an easement, right-of-way, or temporary construction easement shall require a vote of at least 75% of all Directors present. ii. The imposition on any Party of any obligation to make contributions or pledge assets as a condition of continued participation in the CCA Program shall require a vote of atleast 75% of all Directors and the approval of the governing boards of the Parties who are being asked to make such contribution or pledge.
iii. For purposes of this section, “imposition on any Party of any obligation to make contributions or pledge assets as a condition of continued participation in the CCA Program” does not 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; and 9/22/2022; and 5/15/23 – P a g e 13
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include any obligations of a withdrawing or terminated party imposed under Section 6.3.

3.9. Selection of Board Officers.

3.9.1. Policy Board Chair and Vice Chair. The Policy Board shall select, from among themselves, a Chair, who shall be the presiding officer of all Policy Board meetings, and a Vice Chair, who shall serve in the absence of the Chair. The Policy Board Chair and Vice Chair shall act as the overall Chair and Vice Chair for Central Coast Community Energy. The term of office of the Chair and Vice Chair shall continue for one year, but there shall be no limit on the number of terms held by either the Chair or Vice Chair. The office of either the Chair or Vice Chair shall be declared vacant and a new selection shall be made if:
(a) the person serving dies, resigns, is no longer holding a qualifying public office, or the Party that the person represents removes the person as its representative on the Board; or
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(b) the Party that he or she represents withdraws from the Authority pursuant to the provisions of this Agreement.

3.9.2. Operations Board Chair and Vice Chair. The Operations Board shall select, from among themselves, a Chair, who shall be the presiding officer of all Operations Board meetings, and a Vice Chair, who shall serve in the absence of the Chair. The term of office of the Chair and Vice Chair shall continue for one year, but there shall be no limit on the number of terms held by either the Chair or Vice Chair. The office of either the Chair or Vice Chair shall be declared vacant and a new selection shall be madeif:
(a) the person serving dies, resigns, or is no longer the senior executive of the Party that the person represents or;
(b) the Party that he or she represents withdraws from the Authority pursuant to the provisions of this Agreement.

If the Secretary appointed is an employee of the Authority, that employee may serve as Secretary to both Boards.

3.9.4. The Policy Board shall appoint a qualified person to act as the Treasurer and a qualified person to act as the Auditor, neither of whom needs to bea member of the Board. If the Board so designates, and in accordance with the provisions of applicable law, a qualified person may hold both the office of Treasurer and the office of Auditor of the Authority. Unless otherwise exempted from such requirement, the Authority shall cause an independent audit to be made by a certified public accountant, or public accountant, in compliance with Section 6505 of the Act. The Treasurer shall report directly to the Policy Board and shall comply with the 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; and 9/22/2022; and 5/15/23 – P a g e 15
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requirements of treasurers of incorporated municipalities. The Board may transfer the responsibilities of Treasurer to any person or entity as the law may provide at the time. The duties and obligations of the Treasurer are further specified in Article 5.

ARTICLE 4: IMPLEMENTATION ACTION AND AUTHORITY DOCUMENTS

4.1. Preliminary Implementation of the CCA Program.

4.1.2. Implementation Plan. The Policy Board shall cause to be prepared an Implementation Plan meeting the requirements of Public Utilities Code 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; and 9/22/2022; and 5/15/23 – P a g e 16
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Section 366.2 and any applicable Public Utilities Commission regulations as soon after the Effective Date as reasonably practicable. The Implementation Plan shall not be filed with the Public Utilities Commission until it is approved by the Policy Board in the manner provided by Section 3.7.

ARTICLE 5: FINANCIAL PROVISIONS

5.1. Fiscal Year. The Authority’s fiscal year shall be 12 months commencing April1 or the date selected by the Authority. The fiscal year may be changed by Policy Board resolution.

5.2. Depository.

5.2.1. All funds of the Authority shall be held in separate accounts in the name of the Authority and not commingled with funds of any Party or anyother person or entity.

5.2.2. All funds of the Authority shall be strictly and separately accounted for, and regular reports shall be rendered of all receipts and disbursements, at least quarterly during the fiscal year. The books and records of the Authority shall be open to inspection by the Parties at all reasonable 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; and 9/22/2022; and 5/15/23 – P a g e 17
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times. The Board(s) shall contract with a certified public accountant or public accountant to make an annual audit of the accounts and records of the Authority, which shall be conducted in accordance with the requirements of Section 6505 of the Act.

5.3. Budget and Recovery of Costs.

The Authority may establish a reasonable time-period over which such costs are recovered. In the event, that the CCA Program does not become operational, the County of Santa Cruz shall not be entitled to any reimbursement of the Initial Costs it has paid from the Authority or any 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; and 9/22/2022; and 5/15/23 – P a g e 18
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Party.

ARTICLE 6: WITHDRAWAL

6.1. Withdrawal.

Withdrawal of a Party shall require an affirmative vote of the Party’s governing board.

6.1.3. The Right to Withdraw Prior to Program Launch. After receiving bids from power suppliers, the Authority must provide to the Parties the report from the electrical utility consultant retained by the Authority that compares the total estimated electrical rates that the Authority will be charging to customers as well as the estimated greenhouse gas emissions rate and the amount of estimated renewable energy used with that of the incumbent utility. If the report provides that the Authority is unable to provide total electrical rates, as part of its baseline offering, to the customers that are equal to or lower than the incumbent utility or to provide power in a manner that has a lower greenhouse gas emissions rate or uses more renewable energy than the incumbent utility, a Party may, immediately after an affirmative vote of the Party’s governing board, withdraw its membership in the Authority without any financial obligation, except those financial obligations incurred through the Party’s share of anythe credit guarantee described in 5.3.4, as long as the Party provides written notice of its intent to withdraw to the Authority Board no more than fifteen business days after receiving the report. Costs incurred prior to withdrawal will be calculated as a pro-rata share of start-up costs expended to the date of the Party’s withdrawal, and it shall be the responsibility of the withdrawing Party to pay its share of said costs if they have a material/adverse impact on remaining Authority members or ratepayers.

6.1.4. Continuing Financial Obligation; Further Assurances. Except as provided by Section 6.1.3, a Party that withdraws its participation in the CCA Program may be subject to certain continuing financial obligations, as described in Section 6.3. Each withdrawing Party and the Authority shall execute and deliver all further instruments and documents and take any further action that may be reasonably necessary, as determined by the Board, to effectuate the orderly 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; and 9/22/2022; and 5/15/23 – P a g e 20
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withdrawal of such Party from participation in the CCA Program.

6.2. Involuntary Termination of a Party. Participation of a Party in the CCA program may be terminated for material non-compliance with provisions of this Agreement or any other agreement relating to the Party’s participation in the CCA Program upon a vote of the Policy Board as provided in Section 3.7.1. Prior to any vote to terminate participation with respect to a Party, written notice of the proposed termination and the reason(s) for such termination shall be delivered to the Party whose termination is proposed at least 30 days prior to the regular Board meeting at which such matter shall first be discussed as an agenda item. The written notice of proposed termination shall specify the particular provisions of this Agreement or other agreement that the Party has allegedly violated.

6.3. Continuing Financial Obligations: Refund. Except as provided by Section 6.1.3, upon a withdrawal or involuntary termination of a Party, the Party shall remain responsible for any claims, demands, damages, or other financial obligations arising from the Party membership or participation in the CCA Program through the date of its withdrawal or involuntary termination, it being agreed that the Party shall not be responsible for any financial obligations arising after the date of the Party’s withdrawal or involuntary termination. Claims, demands, damages, or other financial obligations for which a withdrawing or terminated Party may remain liable include, but are not limited to, losses from the resale of power contracted for by the Authority to serve the Party’s load. With respect to such financial obligations, upon notice by a Party that it wishes to withdraw from the CCA Program, the Authority shall notify the Party of the minimum waiting period under which the Party would have no costs for withdrawal if the Party agrees to stay in the CCA Program for such period. The waiting period will be set to the minimum duration such that there are no costs transferred to remaining ratepayers. If the 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; and 9/22/2022; and 5/15/23 – P a g e 21
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Party elects to withdraw before the end of the minimum waiting period, the charge for exiting shall be set at a dollar amount that would offset actual costs to the remaining ratepayers and may not include punitive charges that exceed actual costs. In addition, such Party shall also be responsible for any costs or obligations associated with the Party’s participation in any program in accordance with the provisions of any agreements relating to such program provided such costs or obligations were incurred prior to the withdrawal of the Party. The Authority may withhold funds otherwise owing to the Party or may require the Party to deposit sufficient funds with the Authority, as reasonably determined by the Authority and approved by a vote of the Policy Board, to cover the Party’s financial obligations for the costs described above. Any amount of the Party’s funds held on deposit with the Authority above that which is required to pay any financial obligations shall be returned to the Party. The liability of any Party under this section 6.3 is subject and subordinate to the provisions of Section 2.2, and nothing in this section 6.3 shall reduce, impair, or eliminate any immunity from liability provided by Section 2.2.

ARTICLE 7: MISCELLANEOUS PROVISIONS

7.1. Dispute Resolution. The Parties and the Authority shall make reasonable effortsto informally settle all disputes arising out of or in connection with this Agreement. Should such informal efforts to settle a dispute, after reasonable efforts, fail, the dispute shall be 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; and 9/22/2022; and 5/15/23 – P a g e 22
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mediated in accordance with policies and procedures established by the Authority. The costs of any such mediation shall be shared equally among the Parties participating in the mediation.

7.4. Amendment of this Agreement. This Agreement may not be amended except bya written amendment approved by a vote of Policy Board members as provided in Section

7.5. Assignment. Except as otherwise expressly provided in this Agreement, the rights and duties of the Parties may not be assigned or delegated without the advance written consent of all of the other Parties, and any attempt to assign or delegate such rights or 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; and 9/22/2022; and 5/15/23 – P a g e 23
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duties in contravention of this Section 7.5 shall be null and void. This Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of the Parties.

This Section 7.5 does not prohibit a Party from entering into an independent agreement with another agency, person, or entity regarding the financing of that Party’s contributions to the Authority, or the disposition of proceeds which that Party receives under this Agreement, so long as such independent agreement does not affect, or purport to affect, the rights and duties of the Authority or the Parties under thisAgreement.

7.9. Parties to be Served Notice. Any notice authorized or required to be given pursuant to this Agreement shall be validly given if served in writing either personally, by deposit in the United States mail, first class postage prepaid with return receipt requested, or by a recognized courier service. Notices given (a) personally or by courier service shall be conclusively deemed received at the time of delivery and receipt and (b) by mail shall be conclusively deemed given 48 hours after the deposit thereof (excluding 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; and 9/22/2022; and 5/15/23 – P a g e 24
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Saturdays, Sundays and holidays) if the sender receives the return receipt. All notices shall be addressed to the office of the clerk or secretary of the Authority or Party, as the case may be, or such other person designated in writing by the Authority or Party.

Notices given to one Party shall be copied to all other Parties. Notices given to the Authority shall be copied to all Parties.
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Exhibit A
Definitions
“Act” means the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.)
“Administrative Services Agreement” means an agreement or agreements entered into after the Effective Date by the Authority with an entity that will perform tasks necessary for planning, implementing, operating and administering the CCA Program or any other energy programs adopted by the Authority.
“Agreement” means this Joint Powers Agreement.
“Annual Energy Use” has the meaning given in Section 3.7.1. “Authority” means Central Coast Community Energy.
“Authority Document(s)” means document(s) duly adopted by one or both Boards by resolution or motion implementing the powers, functions, and activities of the Authority, including but not limited to the Operating Rules and Regulations, the annual budget, and plans and policies.
“Board” means the Policy Board of Directors of the Authority and/or the Operations Board of Directors of the Authority unless one or the other is specified in this Agreement. “CCA” or “Community Choice Aggregation” means an electric service option available to cities and counties pursuant to Public Utilities Code Section 366.2. “CCA Program” means the Authority’s program relating to CCA that is principally described in this Agreement.
“Director” means a member of the Policy Board of Directors or Operations Board of Directors representing a Party.
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“Effective Date” means the date that this Agreement is executed by at least three Initial Participants from the Counties of Monterey, Santa Cruz, and San Benito and the municipalities within those counties, as further described in Section 2.1. “Implementation Plan” means the plan generally described in Section 4.1.2 of this Agreement that is required under Public Utilities Code Section 366.2 to be filed with the California Public Utilities Commission for the purpose of describing a proposed CCA Program.
“Initial Costs” means all costs incurred by the County of Santa Cruz and/or Authority relating to the establishment and initial operation of the Authority, such as the hiring of a Chief Executive Officer and any administrative staff, and any required accounting, administrative, technical, or legal services in support of the Authority’s initial activities or in support of the negotiation, preparation, and approval of one or more Administrative Services Agreements.
“Initial Participants” means those initial founding JPA members whose jurisdictions pass a CCA ordinance, whose Board seats will be allocated on a one jurisdiction, one seat basis (in addition to one seat for San Benito County) until such time as the number of member jurisdictions exceeds eleven, as described in Section 3.1.4. “Operating Rules and Regulations” means the rules, regulations, policies, bylaws and procedures governing the operation of the Authority.
“Operations Board” means the board composed of City Managers and CAOs representing their respective jurisdictions as provided in section 3.1.4 who will provide oversight and support to the Chief Executive Officer on matters pertaining to the provision of electrical service to customers in the region, focusing on the routine, day-to-day operations of the Authority, as further set forth in section 3.3. 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; and 9/22/2022; and 5/15/23 – P a g e 27
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“Parties” means, collectively, the signatories to this Agreement that have satisfied the conditions in Sections 2.1 or 4.1.1 such that it is considered a member of the Authority. “Party” means singularly, a signatory to this Agreement that has satisfied the conditions in Sections 2.1 or 4.1.1 such that it is considered a member of the Authority. “Policy Board” means the board composed of elected officials representing their respective jurisdictions as provided in section 3.1.4 who will provide guidance/approval in the areas of strategic planning and goal setting, passage of Authority budget and customer rates, large capital expenditures outside the typical power procurement required to provide electrical service, and such other functions as set forth in section 3.3. 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; and 9/22/2022; and 5/15/23 – P a g e 28
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Exhibit B
Central Coast Community Energy of Monterey, San Benito, San Luis Obispo, Santa Cruz, San Benito, and Santa Barbara Counties, and Certain Cities in San Luis Obispo County
List of Parties
County of Santa Cruz
City of Santa Cruz
City of Watsonville
City of Capitola
City of Scotts Valley
County of Monterey
City of Salinas
City of Monterey
City of Pacific Grove
City of Carmel
City of Seaside
City of Marina
City of Sand City
City of Soledad
City of Greenfield
City of Gonzales
City of Del Rey Oaks
County of San Benito
City of Hollister
City of San Juan Bautista
City of Morro Bay
City of San Luis Obispo
City of Paso Robles
City of Pismo Beach
City of Grover Beach
City of Arroyo Grande
County of Santa Barbara
City of Santa Maria
City of Solvang
City of Guadalupe
City of Goleta
City of Carpinteria
City of Buellton
City of Atascadero
County of San Luis Obispo
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Exhibit C
Regional Allocation
Board seats in Central Coast Community Energy will be allocated as follows:
i. One seat for Santa Cruz County;
ii. One seat for Monterey County;
iii. One seat for San Benito County;
iv. One seat for Santa Barbara County;
iv.v. One seat for San Luis Obispo County;
v.vi. One seat for the City of Santa Cruz;
vi.vii. One seat for the City of Salinas;
vii.viii. One seat for the City of Watsonville;
viii.ix. One seat for the City of Santa Maria;
ix.x. One shared seat for remaining Santa Cruz cities including Capitola and Scotts Valley selected by the City Selection Committee; x.xi. One shared seat for Monterey Peninsula cities including Monterey, Pacific Grove, and Carmel selected by the City Selection Committee; xi.xii.One shared seat for Monterey Coastal cities including Marina, Seaside, Sand City, and Del Rey Oaks selected by the City Selection Committee; xii.xiii. One shared seat for Salinas Valley cities including Greenfield, Soledad, Gonzales selected by the City Selection Committee; xiii.xiv. One shared seat for San Benito County cities including Hollister and SanJuan Bautista selected by the City Selection Committee; and Formatted: Indent: Left: 0"
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xiv.xv. One shared seat for the Cities of San Luis Obispo and Morro Bay, selected by agreement or the City Selection Committee; and xv.xvi. One shared seat for the Cities of Paso Robles and Atascadero selected by agreement or the City Selection Committee; and
xvi.xvii. One shared seat for the Cities of Pismo Beach, Grover Beach, and Arroyo Grande selected by agreement or the City Selection Committee. xvii.xviii. One shared seat for the Cities of Guadalupe, Solvang, and Buellton selected byagreement or the City Selection Committee.
xviii.xix. One shared seat for the Cities of Goleta, and Carpinteria selected by agreement or the City Selection Committee.
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[SIGNATURE PAGES TO BE INSERTED]

SIXTH AMENDMENT TO THE CENTRAL COAST COMMUNITY ENERGY JOINT

EXERCISE OF POWERS AGREEMENT
This Sixth Amendment amends the Central Coast Community Energy Joint Exercise of Powers Agreement (“Agreement”) as follows:

WHEREAS, Central Coast Community Energy (the “Authority”) was originally formed as Monterey Bay Community Power Authority on February 21, 2017, pursuant to a Joint Exercise of Powers Agreement (“Agreement”) to study, promote, develop, conduct, operate, and manage energy programs in the Tri-County region of Santa Cruz, Monterey, and San Benito Counties; and
WHEREAS, on December 5, 2018, the Policy Board approved Resolution No. PB-2018-07 approving Amendment No. 1 to the Agreement to include the Cities of Morro Bay and San Luis Obispo; and
WHEREAS, on December 4, 2019, the Policy Board approved Resolution No. PB-2019-04 approving Amendment No. 2 to the Agreement to include the County of Santa Barbara and the Cities of Del Rey Oaks, Paso Robles, Pismo Beach, Grover Beach, Arroyo Grande, Santa Maria, Guadalupe, Goleta, Carpinteria, and Solvang; and
WHEREAS, on June 3, 2020, the Policy Board approved Resolution No. PB-2020-02 approving Amendment No. 3 to the Agreement to change the name of the Authority, effective September 4, 2020, to Central Coast Community Energy in order to better reflect its expanded service territory; and
WHEREAS, on September 4, 2020, the Policy Board approved Resolution No. PB-2020-05 approving Amendment No. 4 to the Agreement to include the City of Buellton; and WHEREAS, on September 22, 2022, the Policy Board approved Resolution No. PB-2022-03 approving Amendment No. 5 to the Agreement to include the City of Atascadero; and WHEREAS, the County of San Luis Obispo has adopted an ordinance to form a community choice aggregation program and adopted a resolution requesting to become a party to the Agreement and participate in the Authority’s community choice aggregation program; and WHEREAS, the request from the County of San Luis Obispo to join the Authority requires an amendment to the Agreement pursuant to Section 2.4.14 of the Agreement; and, WHEREAS, Section 7.4 of the Agreement authorizes the Policy Board by a two-thirds vote to amend the Agreement after providing notice to all parties to the Agreement of the amendment and its effective date, which notice has been duly given; and WHEREAS, the Authority wishes to amend the agreement to add the County of San Luis Obispo as a party.

NOW, THEREFORE, the Agreement is amended as follows:

1. The title of the Agreement is hereby amended to read: “Joint Exercise of Powers Agreement Relating to and Creating Central Coast Community Energy of Monterey, San Benito, San Luis Obispo, Santa Barbara, and Santa Cruz Counties”

2. The first sentence of the Agreement is hereby amended to read: “This Joint Exercise of Powers Agreement, effective on the date determined by Section 2.1, is made and entered into pursuant to the provisions of Title 1, Division 7, Chapter 5, Article 1 (Sections 6500 et seq.) of the California Government Code relating to the joint exercise of powers among the Parties set forth in Exhibit B, establishes Central Coast Community Energy(“Authority”), and is by and among the Counties of Monterey, San Benito, San Luis Obispo, Santa Barbara, and Santa Cruz who become signatories to this Agreement (“Counties”) and those cities and towns within those Counties who become signatories to this Agreement and relates to the joint exercise of powers among the signatories hereto.”

3. The first sentence of section 3.1.1 is hereby amended to read: “Both Boards shall consist of Directors representing any of the five Counties of Monterey, San Benito, San Luis Obispo, Santa Barbara, or Santa Cruz that become a signatory to the Agreement, and Directors representing any of the Cities or Towns, which are members of the Authority, within those five Counties (“Directors”).

4. The second sentence of section 6.1.3 is hereby amended to remove a reference to a previously removed section 5.3.4.

5. Exhibit B, List of Parties to the Agreement is hereby amended to be titled: “Central Coast Community Energy of Monterey, San Benito, San Luis Obispo, Santa Cruz, and Santa Barbara Counties”, and to add the County of San Luis Obispo to the List of Parties.

6. Exhibit C, Regional Allocation, to the Agreement is hereby amended with a new subsection v, reading: “One shared seat for the County of San Luis Obispo”, and incrementing all subsequent subsection letters by one.

7. This Sixth Amendment shall be effective May 15, 2023, following the approval by the Policy Board of Directors in accordance with Section 7.4 of this Agreement through Resolution No.

PB-2023-02.
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JOINT EXERCISE OF POWERS AGREEMENT RELATING TO AND CREATING

CENTRAL COAST COMMUNITY ENERGY
OF
Monterey, San Benito, San Luis Obispo, Santa
Barbara, and Santa Cruz Counties
This Joint Exercise of Powers Agreement, effective on the date determined by Section

B. In 2006, the State Legislature adopted AB 32, the Global Warming Solutions Act, which mandates a reduction in greenhouse gas emissions in 2020 to 1990 levels. The California Air Resources Board is promulgating regulations to implementAB32 which will require local governments to develop programs to reduce greenhouse gas emissions.
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C. The purposes for entering into this Agreement include:
a. Reducing greenhouse gas emissions related to the use of power in Monterey, Santa Cruz, San Benito, Santa Barbara, and San Luis Obispo Counties and neighboring regions;
b. Providing electric power and other forms of energy to customers at affordable rates that are competitive with the incumbent utility; c. Carrying out programs to facilitate electrifying the transportation, public infrastructure, and the building sectors to reduce reliance on fossil fuels and thus reduce greenhouse gas emissions;
d. Stimulating and sustaining the local economy by lowering electric generation charges and creating local jobs as a result of Central Coast Community Energy’sCCE program; and
e. Promoting long-term electric rate stability and energy security and reliability for residents through local control of electric generation resources.

D. It is the intent of this Agreement to promote the development and use of a wide range of renewable energy sources and energy programs, including but not limited to solar, wind, and geothermal energy production. The purchase of renewable power sources will be the desired approach to decrease regional greenhouse gas emissions and accelerate the State’s transition to clean power resources to the extent feasible.
a. It is further desired to establish a long-term energy portfolio that prioritizes the use and development of State, local and regional renewable resources and carbon free resources.
b. In compliance with State law and in alignment with the Authority’s desire to stimulate the development of renewable power, the Authority shall draft an Integrated Resource Plan that includes a range of regional renewable development potential in the California Central Coast Region and plans to 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 3
incorporate local power into its energy portfolio as technically and economically feasible.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions hereinafter set forth, it is agreed by and among the Parties as follows:

ARTICLE 1: DEFINITIONS AND EXHIBITS

1.1. Definitions. Capitalized terms used in the Agreement shall have themeanings specified in Exhibit A unless the context requires otherwise.

1.2. Documents Included. This Agreement consists of this document and the following exhibits, all of which are hereby incorporated into this Agreement.

Exhibit A: Definitions
Exhibit B: List of the Parties
Exhibit C: Regional Allocations
ARTICLE 2: FORMATION OF CENTRAL COAST COMMUNITY ENERGY

2.1. Effective Date and Term. This Agreementshall become effective and “Central Coast 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 4
Community Energy” shall exist as a separate public Authority on the date that this Agreement is executed by at least three Initial Participants from the Counties of Monterey, Santa Cruz, and San Benito and the municipalities within those counties, after the adoption of the ordinances required by Public Utilities Code Section 366.2(c)(12).

2.4.1. to make and enter into contracts;

2.4.2. to employ agents and employees, including but not limited to aChief Executive Officer;

2.4.3. to acquire, contract, manage, maintain, and operate any buildings, infrastructure, works, or improvements;

2.4.5. to lease any property;

2.4.6. to sue and be sued in its own name;

2.4.7. to incur debts, liabilities, and obligations, including but not limited to loans from private lending sources pursuant to its temporary borrowing 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 6
powers such as Government Code Sections 53850 et seq. and authority under the Act;

2.4.9. to issue revenue bonds and other forms of indebtedness;

2.4.10. to apply for, accept, and receive all licenses, permits, grants, loans or other aids from any federal, state, or local public agency;

2.4.11. to submit documentation and notices, register, and comply with orders, tariffs and agreements for the establishment and implementation of the CCA Program and other energy programs;

2.4.12. to adopt Operating Rules and Regulations;

ARTICLE 3: GOVERNANCE AND INTERNAL ORGANIZATION

3.1. Boards of Directors. The governing bodies of the Authority shall consist of a Policy Board of Directors (“Policy Board”) and an Operations Board of Directors (“Operations Board”).

Notwithstanding the above, the County of San Benito shall be allotted one seat.

3.1.5. Shared board seats, as set forth in Exhibit C, Regional Allocation shall have a term of two years and will be determined either by agreement among the parties sharing the seat or through the City Selection Committee in the respective County. Following appointment, either by agreement or by the City Selection Committee, Directors may be reappointed and serve multiple terms. In the event the addition of new parties requires that an established board seat transition to a shared seat or that a shared seat expand to include new parties, the sitting Director 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 9
will automatically be the first representative for that shared seat to ensure continuity and maintain experience.

3.2. Quorum. A majority of the appointed Directors shall constitute a quorum, except that less than a quorum may adjourn in accordance with law.

3.3.3. Policy Board approval shall be required for any of the following actions, including but not limited to:
(a) The issuance of bonds, major capital expenditures, or any other financing even if program revenues are expected to pay forsuch financing;
(b) The appointment or removal of officers described in Section 3.9, subject to Section 3.9.3;
(c) The appointment and termination of the Chief Executive Officer; (d) The adoption of the Annual Budget;
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(e) The adoption of an ordinance;
(f) The setting of rates for power sold by the Authority and the setting of charges for any other category of service provided by the Authority;
(g) The adoption of the Implementation Plan;
(h) The selection of General Counsel, Treasurer and Auditor; (i) The amending of this Joint Exercise of Powers Agreement; and (j) Termination of the CCA Program.

3.4. Chief Executive Officer. The Authority shall have a Chief Executive Officer 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 11
(“CEO”). The Operations Board shall present nomination(s) of qualified candidates tothe Policy Board. The Policy Board shall make the selection and appointment of the CEO who will be an employee of the Authority and serve at will and at the pleasure of the Policy Board.

3.6. Director Compensation. Directors shall serve without compensation fromthe Authority. However, Directors may be compensated by their respective appointing 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 12
authorities. The Boards, however, may adopt by resolution a policy relating to the reimbursement by the Authority of expenses incurred by their respectiveDirectors.

3.7. Voting. Except as provided in Section 3.7.1 below, actions of the Boardsshall require the affirmative vote of a majority of Directors present at the meeting.

3.9. Selection of Board Officers.

3.9.1. Policy Board Chair and Vice Chair. The Policy Board shall select, from among themselves, a Chair, who shall be the presiding officer of all Policy Board meetings, and a Vice Chair, who shall serve in the absence of the Chair. The Policy Board Chair and Vice Chair shall act as the overall Chair and Vice Chair for Central Coast Community Energy. The term of office of the Chair and Vice Chair shallcontinue for one year, but there shall be no limit on the number of terms held by either the Chair or Vice Chair. The office of either the Chair or Vice Chair shall be declared vacant and a new selection shall be made if:
(a) the person serving dies, resigns, is no longer holding a qualifying public office, or the Party that the person represents removes the person as its representative on the Board; or
(b) the Party that he or she represents withdraws from the Authority 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 14
pursuant to the provisions of this Agreement.

3.9.2. Operations Board Chair and Vice Chair. The Operations Board shall select, from among themselves, a Chair, who shall be the presiding officer of all Operations Board meetings, and a Vice Chair, who shall serve in the absence of the Chair. The term of office of the Chair and Vice Chair shall continue for one year, but there shall be no limit on the number of terms held by either the Chair or Vice Chair. The office of either the Chair or Vice Chair shall be declared vacant and a new selection shall be madeif:
(a) the person serving dies, resigns, or is no longer the senior executive of the Party that the person represents or;
(b) the Party that he or she represents withdraws from the Authority pursuant to the provisions of this Agreement.

If the Secretary appointed is an employee of the Authority, that employee may serve as Secretary to both Boards.

3.9.4. The Policy Board shall appoint a qualified person to act as the Treasurer and a qualified person to act as the Auditor, neither of whom needs to bea member of the Board. If the Board so designates, and in accordance with the provisions of applicable law, a qualified person may hold both the office of Treasurer and the office of Auditor of the Authority. Unless otherwise exempted from such requirement, the Authority shall cause an independent audit to be made by a certified public accountant, or public accountant, in compliance with Section 6505 of the Act. The Treasurer shall report directly to the Policy Board and shall comply with the requirements of treasurers of incorporated municipalities. The Board may 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 15
transfer the responsibilities of Treasurer to any person or entity as the law may provide at the time. The duties and obligations of the Treasurer are further specified in Article 5.

ARTICLE 4: IMPLEMENTATION ACTION AND AUTHORITY DOCUMENTS

4.1. Preliminary Implementation of the CCA Program.

4.1.2. Implementation Plan. The Policy Board shall cause to be prepared an Implementation Plan meeting the requirements of Public Utilities Code Section 366.2 and any applicable Public Utilities Commission regulations 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 16
as soon after the Effective Date as reasonably practicable. The Implementation Plan shall not be filed with the Public Utilities Commission until it is approved by the Policy Board in the manner provided by Section 3.7.

ARTICLE 5: FINANCIAL PROVISIONS

5.1. Fiscal Year. The Authority’s fiscal year shall be 12 months commencing April1 or the date selected by the Authority. The fiscal year may be changed by Policy Board resolution.

5.2. Depository.

5.2.1. All funds of the Authority shall be held in separate accounts in the name of the Authority and not commingled with funds of any Party or anyother person or entity.

5.2.2. All funds of the Authority shall be strictly and separately accounted for, and regular reports shall be rendered of all receipts and disbursements, at least quarterly during the fiscal year. The books and records of the Authority shall be open to inspection by the Parties at all reasonable times. The Board(s) shall contract with a certified public accountant or 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 17
public accountant to make an annual audit of the accounts and records of the Authority, which shall be conducted in accordance with the requirements of Section 6505 of the Act.

5.3. Budget and Recovery of Costs.

ARTICLE 6: WITHDRAWAL

6.1. Withdrawal.

Withdrawal of a Party shall require an affirmative vote of the Party’s governing board.

6.1.3. The Right to Withdraw Prior to Program Launch. After receiving bids from power suppliers, the Authority must provide to the Parties the report 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 19
from the electrical utility consultant retained by the Authority that compares the total estimated electrical rates that the Authority will be charging to customers as well as the estimated greenhouse gas emissions rate and the amount of estimated renewable energy used with that of the incumbent utility. If the report provides that the Authority is unable to provide total electrical rates, as part of its baseline offering, to the customers that are equal to or lower than the incumbent utility or to provide power in a manner that has a lower greenhouse gas emissions rate or uses more renewable energy than the incumbent utility, a Party may, immediately after an affirmative vote of the Party’s governing board, withdraw its membership in the Authority without any financial obligation, except those financial obligations incurred through the Party’s share of any credit guarantee, as long as the Party provides written notice of its intent to withdraw to the Authority Board no more than fifteen business days after receiving the report. Costs incurred prior to withdrawal will be calculated as a pro-rata share of start-up costs expended to the date of the Party’s withdrawal, and it shall be the responsibility of the withdrawing Party to pay its share of said costs if they have a material/adverse impact on remaining Authority members or ratepayers.

6.2. Involuntary Termination of a Party. Participation of a Party in the CCA program 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 20
may be terminated for material non-compliance with provisions of this Agreement or any other agreement relating to the Party’s participation in the CCA Program upon a vote of the Policy Board as provided in Section 3.7.1. Prior to any vote to terminate participation with respect to a Party, written notice of the proposed termination and the reason(s) for such termination shall be delivered to the Party whose termination is proposed at least 30 days prior to the regular Board meeting at which such matter shall first be discussed as an agenda item. The written notice of proposed termination shall specify the particular provisions of this Agreement or other agreement that the Party has allegedly violated.

6.3. Continuing Financial Obligations: Refund. Except as provided by Section 6.1.3, upon a withdrawal or involuntary termination of a Party, the Party shall remain responsible for any claims, demands, damages, or other financial obligations arising from the Party membership or participation in the CCA Program through the date of its withdrawal or involuntary termination, it being agreed that the Party shall not be responsible for any financial obligations arising after the date of the Party’s withdrawal or involuntary termination. Claims, demands, damages, or other financial obligations for which a withdrawing or terminated Party may remain liable include, but are not limited to, losses from the resale of power contracted for by the Authority to serve the Party’s load. With respect to such financial obligations, upon notice by a Party that it wishes to withdraw from the CCA Program, the Authority shall notify the Party of the minimum waiting period under which the Party would have no costs for withdrawal if the Party agrees to stay in the CCA Program for such period. The waiting period will be set to the minimum duration such that there are no costs transferred to remaining ratepayers. If the Party elects to withdraw before the end of the minimum waiting period, the charge for exiting shall be set at a dollar amount that would offset actual costs to the remaining 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 21
ratepayers and may not include punitive charges that exceed actual costs. In addition, such Party shall also be responsible for any costs or obligations associated with the Party’s participation in any program in accordance with the provisions of any agreements relating to such program provided such costs or obligations were incurred prior to the withdrawal of the Party. The Authority may withhold funds otherwise owing to the Party or may require the Party to deposit sufficient funds with the Authority, as reasonably determined by the Authority and approved by a vote of the Policy Board, to cover the Party’s financial obligations for the costs described above. Any amount of the Party’s funds held on deposit with the Authority above that which is required to pay any financial obligations shall be returned to the Party. The liability of any Party under this section 6.3 is subject and subordinate to the provisions of Section 2.2, and nothing in this section 6.3 shall reduce, impair, or eliminate any immunity from liability provided by Section 2.2.

ARTICLE 7: MISCELLANEOUS PROVISIONS

7.4. Amendment of this Agreement. This Agreement may not be amended except bya written amendment approved by a vote of Policy Board members as provided in Section

7.5. Assignment. Except as otherwise expressly provided in this Agreement, therights and duties of the Parties may not be assigned or delegated without the advance written consent of all of the other Parties, and any attempt to assign or delegate such rights or duties in contravention of this Section 7.5 shall be null and void. This Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of the Parties. 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 23
This Section 7.5 does not prohibit a Party from entering into an independent agreement with another agency, person, or entity regarding the financing of that Party’s contributions to the Authority, or the disposition of proceeds which that Party receives under this Agreement, so long as such independent agreement does not affect, or purport to affect, the rights and duties of the Authority or the Parties under thisAgreement.

7.9. Parties to be Served Notice. Any notice authorized or required to be given pursuant to this Agreement shall be validly given if served in writing either personally, by deposit in the United States mail, first class postage prepaid with return receipt requested, or by a recognized courier service. Notices given (a) personally or by courier service shall be conclusively deemed received at the time of delivery and receipt and (b) by mail shall be conclusively deemed given 48 hours after the deposit thereof (excluding Saturdays, Sundays and holidays) if the sender receives the return receipt. All notices shall be addressed to the office of the clerk or secretary of the Authority or Party, as the 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 24
case may be, or such other person designated in writing by the Authority or Party.

Notices given to one Party shall be copied to all other Parties. Notices given to the Authority shall be copied to all Parties.
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Exhibit A
Definitions
“Act” means the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.)
“Administrative Services Agreement” means an agreement or agreements entered into after the Effective Date by the Authority with an entity that will perform tasks necessary for planning, implementing, operating and administering the CCA Program or any other energy programs adopted by the Authority.
“Agreement” means this Joint Powers Agreement.
“Annual Energy Use” has the meaning given in Section 3.7.1. “Authority” means Central Coast Community Energy.
“Authority Document(s)” means document(s) duly adopted by one or both Boards by resolution or motion implementing the powers, functions, and activities of the Authority, including but not limited to the Operating Rules and Regulations, the annual budget, and plans and policies.
“Board” means the Policy Board of Directors of the Authority and/or the Operations Board of Directors of the Authority unless one or the other is specified in this Agreement. “CCA” or “Community Choice Aggregation” means an electric service option available to cities and counties pursuant to Public Utilities Code Section 366.2. “CCA Program” means the Authority’s program relating to CCA that is principally described in this Agreement.
“Director” means a member of the Policy Board of Directors or Operations Board of Directors representing a Party.
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“Effective Date” means the date that this Agreement is executed by at least three Initial Participants from the Counties of Monterey, Santa Cruz, and San Benito and the municipalities within those counties, as further described in Section 2.1. “Implementation Plan” means the plan generally described in Section 4.1.2 of this Agreement that is required under Public Utilities Code Section 366.2 to be filed with the California Public Utilities Commission for the purpose of describing a proposed CCA Program.
“Initial Costs” means all costs incurred by the County of Santa Cruz and/or Authority relating to the establishment and initial operation of the Authority, such as the hiring of a Chief Executive Officer and any administrative staff, and any required accounting, administrative, technical, or legal services in support of the Authority’s initial activities or in support of the negotiation, preparation, and approval of one or more Administrative Services Agreements.
“Initial Participants” means those initial founding JPA members whose jurisdictions pass a CCA ordinance, whose Board seats will be allocated on a one jurisdiction, one seat basis (in addition to one seat for San Benito County) until such time as the number of member jurisdictions exceeds eleven, as described in Section 3.1.4. “Operating Rules and Regulations” means the rules, regulations, policies, bylaws and procedures governing the operation of the Authority.
“Operations Board” means the board composed of City Managers and CAOs representing their respective jurisdictions as provided in section 3.1.4 who will provide oversight and support to the Chief Executive Officer on matters pertaining to the provision of electrical service to customers in the region, focusing on the routine, day-to-day operations of the Authority, as further set forth in section 3.3. 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 27
“Parties” means, collectively, the signatories to this Agreement that have satisfied the conditions in Sections 2.1 or 4.1.1 such that it is considered a member of the Authority. “Party” means singularly, a signatory to this Agreement that has satisfied the conditions in Sections 2.1 or 4.1.1 such that it is considered a member of the Authority. “Policy Board” means the board composed of elected officials representing their respective jurisdictions as provided in section 3.1.4 who will provide guidance/approval in the areas of strategic planning and goal setting, passage of Authority budget and customer rates, large capital expenditures outside the typical power procurement required to provide electrical service, and such other functions as set forth in section 3.3. 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 28
Exhibit B
Central Coast Community Energy of Monterey, San Benito, San Luis Obispo, Santa Cruz, and Santa Barbara Counties
List of Parties
County of Santa Cruz
City of Santa Cruz
City of Watsonville
City of Capitola
City of Scotts Valley
County of Monterey
City of Salinas
City of Monterey
City of Pacific Grove
City of Carmel
City of Seaside
City of Marina
City of Sand City
City of Soledad
City of Greenfield
City of Gonzales
City of Del Rey Oaks
County of San Benito
City of Hollister
City of San Juan Bautista
City of Morro Bay
City of San Luis Obispo
City of Paso Robles
City of Pismo Beach
City of Grover Beach
City of Arroyo Grande
County of Santa Barbara
City of Santa Maria
City of Solvang
City of Guadalupe
City of Goleta
City of Carpinteria
City of Buellton
City of Atascadero
County of San Luis Obispo
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Exhibit C
Regional Allocation
Board seats in Central Coast Community Energy will be allocated as follows:
i. One seat for Santa Cruz County;
ii. One seat for Monterey County;
iii. One seat for San Benito County;
iv. One seat for Santa Barbara County;
v. One seat for San Luis Obispo County;
vi. One seat for the City of Santa Cruz;
vii. One seat for the City of Salinas;
viii. One seat for the City of Watsonville;
ix. One seat for the City of Santa Maria;
x. One shared seat for remaining Santa Cruz cities including Capitola and Scotts Valley selected by the City SelectionCommittee;
xi. One shared seat for Monterey Peninsula cities including Monterey, Pacific Grove, and Carmel selected by the City Selection Committee; xii. One shared seat for Monterey Coastal cities including Marina, Seaside, Sand City, and Del Rey Oaks selected by the City Selection Committee; xiii. One shared seat for Salinas Valley cities including Greenfield, Soledad, Gonzales selected by the City Selection Committee;
xiv. One shared seat for San Benito County cities including Hollister and San Juan Bautista selected by the City Selection Committee; and 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 30
xv. One shared seat for the Cities of San Luis Obispo and Morro Bay, selected by agreement or the City Selection Committee; and
xvi. One shared seat for the Cities of Paso Robles and Atascadero selected by agreement or the City Selection Committee; and
xvii. One shared seat for the Cities of Pismo Beach, Grover Beach, and Arroyo Grande selected by agreement or the City Selection Committee. xviii. One shared seat for the Cities of Guadalupe, Solvang, and Buellton selected by agreement or the City Selection Committee.
xix. One shared seat for the Cities of Goleta, and Carpinteria selected by agreement or the City Selection Committee.
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[SIGNATURE PAGES TO BE INSERTED]
RESOLUTION NO. PB-2023-03

A RESOLUTION OF THE CENTRAL COAST COMMUNITY ENERGY POLICY BOARD OF

DIRECTORS APPROVING THE SIXTH AMENDMENT TO THE CENTRAL COAST

COMMUNITY ENERGY JOINT EXERCISE OF POWERS AGREEMENT
WHEREAS, Central Coast Community Energy (the “Authority”) was originally formed as Monterey Bay Community Power Authority on February 21, 2017, pursuant to a Joint Exercise of Powers Agreement (“Agreement”) to study, promote, develop, conduct, operate, and manage energy programs in the Tri-County region of Santa Cruz, Monterey, and San Benito Counties; and WHEREAS, on December 5, 2018, the Policy Board approved Resolution No. PB-2018-07 approving Amendment No. 1 to the Agreement to include the Cities of Morro Bay and San Luis Obispo; and WHEREAS, on December 4, 2019, the Policy Board approved Resolution No. PB-2019-04 approving Amendment No. 2 to the Agreement to include the County of Santa Barbara and the Cities of Del Rey Oaks, Paso Robles, Pismo Beach, Grover Beach, Arroyo Grande, Santa Maria, Guadalupe, Goleta, Carpinteria, and Solvang; and
WHEREAS, on June 3, 2020, the Policy Board approved Resolution No. PB-2020-02 approving Amendment No. 3 to the Agreement to change the name of the Authority, effective September 4, 2020, to Central Coast Community Energy in order to better reflect its expanded service territory; and WHEREAS, on September 4, 2020, the Policy Board approved Resolution No. PB-2020-05 approving Amendment No. 4 to the Agreement to include the City of Buellton; and WHEREAS, on September 22, 2022, the Policy Board approved Resolution No. PB-2022-02 approving Amendment No. 5 to the Agreement to include the City of Atascadero; and WHEREAS, the County of San Luis Obispo has adopted an ordinance to form a community choice aggregation program and adopted a resolution requesting to become a party to the Agreement and participate in the Authority’s community choice aggregation program; and WHEREAS, the request from the County of San Luis Obispo to join the Authority requires an amendment to the Agreement pursuant to Section 2.4.14 of the Agreement; and, WHEREAS, Section 7.4 of the Agreement authorizes the Policy Board by a two-thirds vote to amend the Agreement after providing notice to all parties to the Agreement of the amendment and its effective date, which notice has been duly given; and
WHEREAS, the Authority wishes to amend the agreement to add the County of San Luis Obispo as a party.

NOW, THEREFORE, THE CENTRAL COAST COMMUNITY ENERGY POLICY BOARD OF DIRECTORS DOES HEREBY RESOLVE, DETERMINE, AND ORDER AS FOLLOWS:

1. The request by the County of San Luis Obispo to become a party to the Joint Exercise of Powers Agreement and a member of Central Coast Community Energy is hereby approved subject to the County of San Luis Obispo’s execution of the Joint Exercise of Powers Agreement as amended.

2. The Sixth Amendment to the Central Coast Community Energy Joint Exercise of Powers Agreement, as attached hereto, is hereby approved.

3. The Sixth Amendment shall be effective May 15, 2023, following the approval by the Policy Board of Directors in accordance with Section 7.4 of this Agreement, through this Resolution.

4. This Resolution takes effect immediately upon adoption.

PASSED AND ADOPTED this 15th day of May 2023, by the following vote:

AYES:

NOES:

ABSENT:
_____________________________
Chair, Steve McShane
Attest:
_____________________________
Board Clerk, Heather Vowell

Staff Report Item 3
TO: 3CE Policy Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
SUBJECT: Adopt Resolution PB-2023-04 Approving Addendum No. 5 to the 3CE Community Choice Aggregation Implementation Plan and Statement of Intent DATE: 5/15/2023
RECOMMENDATION:

This recommends that the Policy Board of Directors adopt Resolution PB-2023-04 approving Addendum No. 5 to the 3CE Community Choice Aggregation Implementation Plan and Statement of Intent ("Implementation Plan”) to make certain adjustments reflecting the Expansion of 3CE service to San Luis Obispo County.

The Board’s approval is required prior to submission of the amended Implementation Plan to the California Public Utilities Commission (the “Commission”) for certification. 3CE’s initial Implementation Plan was certified by the Commission on November 15, 2017. CCCE (then Monterey Bay Community Power) community choice aggregator(“CCA”) program launched on March 1, 2018.

On March 7, 2019, the Commission certified Addendum No. 1, which incorporated certain amendments to reflect CCCE’s expansion to the Cities of Morro Bay and San Luis Obispo.

On March 6, 2020, the Commission certified Addendum No. 2 to CCCE’s Implementation Plan, which addressed the expansion of electric service to the Cities of Del Rey Oaks, Paso Robles, Pismo Beach, Arroyo Grande, Grover Beach, Santa Maria, Guadalupe, Solvang, Goleta, Carpinteria, and unincorporated Santa Barbara County.

On March 8, 2021, the Commission certified Addendum No. 3, extending service to the City of Buellton.

On March 8, 2023, the Commission certified Addendum No. 4, extending service to the City of Atascadero, though it has yet to finalize a date for the commencement of service.

DISCUSSION/ANALYSIS:

Before expanding its CCA program, 3CE must demonstrate its plan to satisfy certain legal requirements set forth in the California Public Utilities Code section 366.2 (the “Code”). The Code requires that the governing body of each CCA adopt, at a duly noticed public meeting, an addendum to its Implementation Plan, and submit the Implementation Plan to the Commission for certification.

Addendum No. 5 addresses the anticipated impacts of 3CE’s expansion of electric services to the County of San Luis Obispo and certain other forecast modifications reflecting 3CE’s recent operating history.

Such impacts include customer energy requirements, peak demand, renewable energy purchases, financial plan, and various other items. Based on historic PG&E data, electricity demand within the City of Atascadero is roughly 634 GWh or 10% of 3CE’s total demand upon initiation of service, estimated at 6,284 GWh.

Following expansion of service, anticipated in January 2025 for all eligible customers within the County’s jurisdiction, CCCE’s total number of customer accounts will increase to approximately 516,000.

FISCAL IMPACT:

There is no fiscal impact related to updating the Implementation Plan. The FY 24-25 Operating Budget will reflect any fiscal impacts related to the expansion of service.

CONCLUSION:

The Policy Board’s adoption of Resolution PB-2023-04 approves Addendum No. 5 to the Implementation Plan and enables staff to take necessary steps to submit Addendum No. 5 to the Commission for certification which is required prior to the expansion of electric service to the City of Atascadero.

ATTACHMENT(S):

1. Draft Resolution PB-2023-04

2. Addendum No. 5 to the 3CE Community Choice Aggregation Implementation Plan RESOLUTION NO. PB-2023-04

A RESOLUTION OF THE CENTRAL COAST COMMUNITY ENERGY POLICY BOARD OF DIRECTORS APPROVING ADDENDUM NO. 5 TO THE COMMUNITY CHOICE

AGGREGATION IMPLEMENTATION PLAN AND STATEMENT OF INTENT AS REQUIRED BY PUBLIC UTILITIES CODE SECTION 366.2(c)(3)
WHEREAS, the Central Coast Community Energy ("3CE") is a Joint Powers Authority established and operated pursuant to California Government Code section 6500 et seq. to study, promote, develop, conduct, operate, and manage energy programs in the California Central Coast region; and
WHEREAS, the founding members of MBCP include the counties of Monterey, Santa Cruz and San Benito and the cities of Santa Cruz, Watsonville, Salinas, Monterey, Pacific Grove, Carmel, Seaside, Marina, Sand City, Soledad, Greenfield, Gonzales, Hollister, San Juan Bautista, Scotts Valley, and Capitola; and
WHEREAS, 3CE’s initial Implementation Plan for the initiation of service was certified by the California Public Utilities Commission on March 1, 2018; and WHEREAS, on December 5, 2018, the Policy Board approved Resolution No. PB-2018-07 approving Amendment No. 1 to the Agreement to include the Cities of Morro Bay and San Luis Obispo; and
WHEREAS, 3CE’s Addendum No. 1 to its Implementation Plan for the expansion of service to the Cities of Morro Bay and San Luis Obispo was certified by the California Public Utilities Commission on March 7, 2019; and
WHEREAS, on December 4, 2019, the Policy Board approved Resolution No. PB-2019-04 approving Amendment No. 2 to the Agreement to include the County of Santa Barbara and the Cities of Arroyo Grande, Carpinteria, Del Rey Oaks, Goleta, Grover Beach, Guadalupe, Paso Robles, Pismo Beach, Santa Maria, and Solvang; and
WHEREAS, 3CE’s Addendum No. 2 to its Implementation Plan for the expansion of service to the jurisdictions added by Amendment No. 2 was certified by the California Public Utilities Commission on March 6, 2020; and
WHEREAS, on September 2, 2020, the Policy Board approved Resolution No. PB-2020-05 approving Amendment No. 4 to the Agreement to include the City of Buellton; and WHEREAS, 3CE’s Addendum No. 3 to its Implementation Plan for the expansion to the City of Buellton was certified by the California Public Utilities Commission on March 8, 2021; and WHEREAS, on September 22, 2022, the Policy Board approved Resolution No. PB-2022-02 approving Amendment No. 5 to the Agreement to include the City of Atascadero; and WHEREAS, 3CE’s Addendum No. 4 to its Implementation Plan for the expansion to the City of Atascadero was certified by the California Public Utilities Commission on March 8, 2023; and WHEREAS, on May 15, 2023, the Policy Board approved Resolution No. PB-2023-02 approving Amendment No. 6 to the Agreement to include the Count of San Luis Obispo; and WHEREAS, the County of San Luis Obispo is now a member of 3CE and desires to offer community aggregation service within its jurisdiction commencing January 1, 2025; and WHEREAS, Public Utilities Code Section 366.2 requires that a community choice aggregator develop an Implementation Plan and Statement of Intent (“Implementation Plan”) detailing the process and consequences of aggregation and that such plan, including any subsequent changes to it, be considered, and adopted at a duly noticed public hearing; and WHEREAS, Addendum No. 5 to the 3CE Implementation Plan has been prepared to address the process and consequences of 3CE expansion to the County of San Luis Obispo and was presented to the Policy Board at a duly noticed public hearing for its consideration and adoption, and is attached hereto as Attachment A.; and
NOW, THEREFORE, after conducting a duly noticed public hearing as required by the Public Utilities Code Section 366.2 (c)(3), the Policy Board hereby adopts Addendum No. 5 to 3CE’s Community Choice Aggregation Implementation Plan and Statement of Intent to address 3CE expansion to the County of San Luis Obispo.

PASSED AND ADOPTED this 15th day of May 2023, by the following vote:

AYES:

NOES:

ABSENT:
_____________________________
Chair, Steve McShane
Attest:
_____________________________
Board Clerk, Heather Vowell
1 ADDENDUM NO. 5 TO THE

COMMUNITY CHOICE AGGREGATION

IMPLEMENTATION PLAN

AND STATEMENT OF INTENT

ADDRESSING
CENTRAL COAST COMMUNITY ENERGY’S

EXPANSION TO INCLUDE THE

COUNTY OF SAN LUIS OBISPO
May 15, 2023
2 Table of Contents
CHAPTER 1 – Introduction & Statement of Intent................................................................................2 CHAPTER 2 – Changes to Address 3CE Service Extension to the Expansion Communities.........5 Enrollment Process...............................................................................Error! Bookmark not defined.

Program Phase-In......................................................................................................................................7 Sales Forecast.............................................................................................................................................8 Financial Plan...........................................................................................................................................12 Expansion Addendum Appendices .....................................................................................................13 CHAPTER 1 – Introduction & Statement of Intent
Addendum No. 5 to Monterey Bay Community Power Authority’s (“MBCP” and now, Central Coast Community Energy or “3CE”) Implementation Plan and Statement of Intent (“Implementation Plan”)1 addresses 3CE’s expansion to include the County of San Luis Obispo. 3CE is a Joint Powers Authority established and operating under Government Code § 6500 et. seq. 3CE runs the Community Choice Aggregation (“CCA”) program (as provided for in Public Utilities Code § 366.2 et. seq., for the counties of Monterey, Santa Cruz, San Benito, and Santa Barbara Counties as well as certain cities within San Luis Obispo County.

Initial Implementation Plan and Statement of Intent
3CE—at the time, named MBCP—submitted its initial Implementation Plan to the California Public Utilities Commission (the “Commission”) on August 16, 2017. That initial Implementation Plan was certified by the Commission on November 15, 2017. 3CE successfully launched the Program on March 1, 2018, to its initial member agencies.2 Addendum No. 1 to the Implementation Plan and Statement of Intent

1 On June 3, 2020, Monterey Bay Community Power Authority’s Policy Board of Directors adopted Resolution PB-2020-02 to amend its Joint Powers Agreement changing its name to Central Coast Community Energy effective September 4, 2020. Any reference to Monterey Bay Community Power Authority or MBCP in the initial Implementation Plan and Statement of Intent, or in either Addendum No. 1 or Addendum No. 2 should be interpreted to mean Central Coast Community Energy or 3CE. 2 Initial member agencies included: the counties of Monterey, Santa Cruz and San Benito as well as the cities of Capitola, Santa Cruz, Scotts Valley, Watsonville, Salinas, Monterey, Pacific Grove, Carmel, Seaside, Marina, Sand City, Soledad, Greenfield, Gonzales, Hollister, and San Juan Bautista. 3 At its December 5, 2018, Meeting, 3CE’s—at the time, named MBCP—Policy Board3adopted Resolution No. PB-2018-07 to include the cities of Morro Bay and San Luis Obispo, both of which are in San Luis Obispo County. Addendum No. 1 to the Implementation Plan (“Addendum No. 1”), approved by Resolution No. PB-2018-08, was submitted to the Commission for certification on December 7, 2018, and was certified on March 7, 2019. 3CE began service in the cities of Morro Bay and San Luis Obispo in January 2020.

Addendum No. 2 to the Implementation Plan and Statement of Intent On December 4, 2019, via Resolution No. PB-2019-005, MBCP adopted and authorized submittal of Addendum No. 2 to the Implementation Plan (“Addendum No. 2”) to address expansion into eleven additional jurisdictions including the County of Santa Barbara as well as the cities of Arroyo Grande, Carpinteria, Del Rey Oaks, Goleta, Grover Beach, Guadalupe, Paso Robles, Pismo Beach, Santa Maria, and Solvang.

Addendum No. 2 was submitted December 17, 2019, and certified by the Commission on March 9, 2020. 3CE began service in the Pacific Gas & Electric service area jurisdictions (Northern Santa Barbara County, Arroyo Grande, Del Rey Oakes, Grover Beach, Guadalupe, Paso Robles, Pismo Beach, Santa Maria, and Solvang, collectively, the “2021 PG&E Jurisdictions”) in January 2021.

Due to delays in Southern California Edison’s Customer Service Re- Platform, 3CE began service in Southern California Edison territory (including Southern Santa Barbara County and the cities of Carpinteria and Guadalupe, collectively, the “2021 SCE Jurisdictions”) in October 2021.

Addendum No. 3 to the Implementation Plan and Statement of Intent On November 4, 2021, the 3CE Policy Board adopted Resolution No. PB-2020-06, approving Addendum No. 3 to the Implementation Plan and Statement of Intent (“Addendum No. 3”) to address expansion into the City of Buellton.

Addendum No. 3 was submitted December 3, 2020, and certified by the Commission on March 8, 2021. 3CE began service in Buellton in January 2022.

Addendum No. 4 to the Implementation Plan and Statement of Intent On September 22, 2022, the 3CE Policy Board adopted Resolution No. PB-2022-03, approving Addendum No. 4 to the Implementation Plan and Statement of Intent (“Addendum No. 4”) to address expansion into the City of Atascadero.

Addendum No. 4 was submitted December 7, 2022, and certified by the Commission on March 8, 2023.

Addendum No. 5 to the Implementation Plan and Statement of Intent

3 3CE is governed by two distinct governing bodies. First, the Policy Board retains responsibility for policy-related direction and decisions pertaining to 3CE’s organization and makes approvals of membership requests. Second, the Operations Board oversees operational matters. 4 3CE’s Addendum No. 5 primarily addresses 3CE’s planned expansion to serve customers in the County of San Luis Obispo beginning in January 2025.

Additionally, Addendum No. 5 contains certain updated projections that are consistent with 3CE’s Integrated Resources Plan, current resource planning, Operating Budget, and other operating considerations.

Finally, Addendum No. 5, including references to 3CE’s August 16, 2017 Implementation Plan, December 7, 2018 Addendum No. 1, December 17, 2019 Addendum No. 2, November 4, 2020 Addendum No. 3, and September 22, 2022 Addendum No. 4, each of which are incorporated by reference and attached hereto as Appendices E, F, G, H, and I respectively, address all requirements identified in Public Utilities Code Section 366.2(c)(4), including universal access, reliability, equitable treatment of all customer classes and any requirements established by state law or by the CPUC concerning aggregated service.
5 CHAPTER 2 – Changes to Address 3CE Service Extension to the County of San Luis Obispo
As set for above, 3CE’s Addendum No. 5 primarily addresses 3CE’s planned expansion to serve customers in the County of San Luis Obispo beginning in January 2025. Addendum No. 5 also provides updated projections based on 3CE’s operating history.

The addition of San Luis Obispo County in January 2025 will have minor impacts on 3CE’s operations including customer energy requirements, peak demand, renewable energy purchases, revenues, expenses, and various other items. 3CE’s commitment to 60% of its retail load met by clean and renewable resources by 2025 and 100% by 2030, are reflected in the following sections.

To the extent that other details related to membership expansion are not specifically discussed within this Addendum No. 5, 3CE represents that such information has not substantively changed relative to the initial Implementation Plan or Addendums Nos. 1, 2, 3, or 4 as previously certified by the Commission.
6 The following communities are now signatories to the 3CE Joint Powers Agreement and represent 3CE’s current Members or Membership4:

Member Agencies
1 City of Arroyo Grande
2 City of Atascadero
3 City of Capitola
4 City of Carmel-by-the-sea
5 City of Carpinteria
6 City of Buellton
7 City of Del Rey Oaks
8 City of Goleta
9 City of Gonzales
10 City of Greenfield
11 City of Grover Beach
12 City of Guadalupe
13 City of Hollister
14 City of Marina
15 City of Monterey
16 City of Morro Bay
17 City of Pacific Grove
18 City of Paso Robles
19 City of Pismo Beach
20 City of Sand City
21 City of Salinas
22 City of San Juan Bautista
23 City of San Luis Obispo
24 City of Santa Cruz
25 City of Santa Maria
26 City of Scotts Valley
27 City of Seaside
28 City of Soledad
29 City of Solvang
30 City of Watsonville
31 County of Monterey
32 County of San Benito
33 County of San Luis Obispo
34 County of Santa Barbara
35 County of Santa Cruz

4 The term Member(s) or Membership as used throughout the initial Implementation Plan or Addendums Nos. 1, 2, 3, 4, and 5 shall refer to the complete list of 3CE’s 35 member agencies. 7 Enrollment Process
All customers currently enrolled in the 3CE program were appropriately noticed. Before additional phases of customers are enrolled in the Program, 3CE will comply with all required notice procedures, including mailing written notices to customers. Notice shall be sent at least two calendar months, or sixty days, prior to the commencement of automatic enrollment and two calendar months or sixty days, following the enrollment of customers.

All notices will provide information needed to understand the Program’s terms and conditions of service as well as explain how prospective customers can opt out of the Program, if desired.

All customers that do not follow the opt-out process specified in the customer notices will be automatically enrolled, and service will begin at their next regularly scheduled meter read date at least one calendar month, or thirty days, following the date of automatic enrollment, subject to the service phase-in plan later described in Chapter 5.

Customers enrolled in the Program will continue to have their electric meters read by and receive billing statements for electric service from their respective distribution utility (PG&E or SCE, as appropriate, depending upon the geographic area in which such customer takes electric service).

The electric bills for Program customers will show separate charges for generation procured on behalf of participating customers by the Program and all other charges related to the delivery of such electricity, as well as other utility charges, assessed by the distribution utility.

After service cutover, and as previously noted, customers will be given at least two additional notifications to opt out of the Program and return to their respective distribution utility (PG&E or SCE, as appropriate) following receipt of their first and second bills. Customers that opt out between the initial cutover date and the close of the post enrollment opt-out period will be responsible for program generation charges for the time they were served by 3CE but will not otherwise be subject to any penalty for leaving the program. Customers that have not opted out within thirty days of the fourth opt-out notice will be deemed to have elected to become a participant in the Program and to have agreed to the Program’s terms and conditions, including those pertaining to requests for termination of service.

Program Phase-In
3CE will continue to phase-in the customers of its Program as communicated in this Implementation Plan. Todate, six phaseshave been successfully implemented. The County of San Luis Obispo enrollment will be the eighth phase and is scheduled for January 2025. 8 Phase 1. Complete, March 2018: All commercial, industrial and agricultural customers, which comprised approximately 34.14 percent of total customer load.

Phase 2. Complete, July 2018: Approximately 235,000 additional customers, comprised of residential accounts, which approximated 17.5 percent of total customer load.

Phase 3. Complete, January 2020: Approximately 30,000 residential, commercial, industrial, agricultural, and street lighting accounts within the cities of San Luis Obispo and Morro Bay, which comprised approximately 5 percent of total customer load.

Phase 4. Complete, January 2021: Residential, commercial, industrial, agricultural, and street lighting accounts within the 2021 PG&E Jurisdictions, which comprised approximately 27 percent of total customer load.

Phase 5. Complete, October 2021: Residential, commercial, industrial, agricultural, and street lighting accounts within the 2021 SCE Jurisdictions, which comprised approximately 15 percent of total customer load.

Phase 6. Complete, January 2022: Residential, commercial, industrial, agricultural, and street lighting accounts within the City of Buellton, which comprised approximately .64 percent of total customer load.

Phase 7. Planned, January 2024: Residential, commercial, industrial, agricultural, and street lighting accounts within the City of Atascadero, with exact timing subject to economic and operational constraints.

Phase 8. Planned, January 2025: Residential, commercial, industrial, agricultural, and street lighting accounts within the County of San Luis Obispo, with exact timing subject to economic and operational constraints.

The multi-phase implementation approach has provided 3CE with the ability to start slow, addressing any problems and unforeseen challenges of a small manageable program before gradually building to full program implementation (with an expected customer base of approximately 517,000 accounts), following completion of all eight enrollment phases.

Sales Forecast
Regarding 3CE’s sales forecast, which is addressed in Chapter 6, Load Forecast and Resource Plan, 3CE assumes that total annual retail sales will increase to 6,200 GWh following theexpansion to the County of San Luis Obispo. The following tables have been updated to reflect the impacts of planned expansion to 3CE’s new membership.
9 CHAPTER 6, Resource Plan Overview
CHAPTER 6, Customer Forecast
2025 2026 2027 2028 2029 2030 2031 2032 2033 2034
CCCE Demand
Retail Demand (GWh) (5,166) (5,186) (5,215) (5,237) (5,267) (5,295) (5,332) (5,359) (5,397) (5,435) Expansion Related Retail Demand (GWh) (650) (653) (656) (659) (663) (666) (671) (674) (679) (684) Losses and UFE (GWh) (340) (342) (343) (345) (347) (349) (351) (353) (355) (358) Total Wholesale Demand (GWh) (6,156) (6,181) (6,215) (6,241) (6,276) (6,310) (6,354) (6,386) (6,432) (6,476) CCCE Supply
Renewable Resources (GWh) 3,489 3,971 4,462 4,953 5,455 5,961 6,003 6,033 6,076 6,118 Unspecified Power (GWh) 2,667 2,210 1,753 1,288 821 349 351 353 355 358 Total Supply (GWh) 6,156 6,181 6,215 6,241 6,276 6,310 6,354 6,386 6,432 6,476 Energy Open Position (GWh) - - - - - - - - - -
Central Coast Community Energy
Proposed Resource Plan (GWh)
Central Coast Community Energy
Enrolled Retail Service Accounts
Phase-In Period (End of Month)
Mar-18 Jul-18 Jan-20 Jan-21 Oct-21 Jan-22 Jan-24 Jan-25 3CE Customers
Residential <15 232,859 261,201 340,117 377,585 379,279 392,049 393,033 Commercial 31,685 31,685 35,371 48,665 53,828 54,372 55,129 61,757 Industrial 37 37 26 66 82 82 79 92
Ag & Pumping 4,819 4,819 4,566 6,743 7,368 7,375 7,269 57,721 Street Lighting & Traffic 2,211 2,211 2,393 3,261 3,428 3,451 3,520 4,029 Total 38,752 271,611 303,557 398,852 442,291 444,559 458,045 516,633 Central Coast Community Energy
Retail Service Accounts (End of Year)
2023 to 2032
2024 2025 2026 2027 2028 2029 2030 2031 2032 2033
3CE Customers
Residential 392,049 393,033 391,655 390,653 389,819 389,076 388,384 387,699 387,018 386,340 Commercial 55,129 61,757 61,505 61,367 61,268 61,177 61,090 61,005 60,920 60,835 Industrial 79 92 92 91 91 91 91 91 91 91
Ag & Pumping 7,269 57,721 55,864 55,543 55,266 55,091 54,952 54,834 54,725 54,623 Street Lighting & Traffic 3,520 4,029 4,021 4,017 4,014 4,011 4,009 4,006 4,003 4,001 Total 458,045 516,633 513,136 511,672 510,458 509,446 508,525 507,634 506,758 505,890 10 CHAPTER 6, Sales Forecast
CHAPTER 6, Renewables Portfolio Standards Energy Requirements 3CE’s procurement strategy to accelerate long-term contracting of renewable energy to achieve 60% RPS by 2025 and 100% by 2030 is likely to result in 3CE’s routine exceedance of RPS compliance mandates.
2025 2026 2027 2028 2029 2030 2031 2032 2033 2034
CCCE Demand
Retail Demand (GWh) 5,166 5,186 5,215 5,237 5,267 5,295 5,332 5,359 5,397 5,435 Expansion Related Retail Demand (GWh) 650 653 656 659 663 666 671 674 679 684 Losses and UFE (GWh) 340 342 343 345 347 349 351 353 355 358 Total Wholesale Demand (GWh) 6,156 6,181 6,215 6,241 6,276 6,310 6,354 6,386 6,432 6,476 Central Coast Community Energy
Energy Requirements (GWh)
2025 2026 2027 2028 2029 2030 2031 2032 2033 2034
Retail Sales 5,816 5,839 5,871 5,896 5,929 5,961 6,003 6,033 6,076 6,118 Annual RPS Target (% of Retail Sales) 46.7% 49.3% 52.0% 54.7% 57.3% 60.0% 66.0% 72.0% 78.0% 84.0% Annual RPS Target (Minimum GWh) 2,714 2,881 3,053 3,223 3,399 3,577 3,962 4,344 4,739 5,139 Annual L/T RPS Target (Minimum GWh) 1,764 1,872 1,984 2,095 2,210 2,325 2,575 2,823 3,081 3,341 Program Renewable Target (GWh) 3,489 3,971 4,462 4,953 5,455 5,961 6,003 6,033 6,076 6,118 Program Target (% of Retail Sales) 60% 68% 76% 84% 92% 100% 100% 100% 100% 100% Vol. Margin of Overprocurment (GWh) 775 1,090 1,409 1,730 2,055 2,385 2,041 1,689 1,337 979 Central Coast Community Energy
Renewable Portfolio (GWh)
11 CHAPTER 6, Capacity Requirements
2025 2026 2027 2028 2029 2030 2031 2032 2033 2034
Retail Peak Demand (MW) 781 783 785 787 789 790 792 794 796 798 Expansion Related Retail Peak Demand (MW) 142 142 143 143 143 144 144 144 145 145 Losses and UFE (GW) 54 54 54 54 55 55 55 55 55 55
Total Wholesale Peak Demand (MW) 977 979 982 984 986 989 991 994 996 998 Planning Reserve Requirement 17% 17% 17% 17% 17% 17% 17% 17% 17% 17% Capacity Reserve Requirement 166 166 167 167 168 168 168 169 169 170 Total Capacity Requirement (MW) 1,143 1,146 1,149 1,151 1,154 1,157 1,160 1,162 1,165 1,168 Central Coast Community Energy
Capacity Portfolio (MW)
12 Financial Plan
Regarding 3CE’s financial plan, which is addressed in Chapter 7, Financial Plan, 3CE has updated its expected operating results, which now include projected impacts related to service expansion to the County of San Luis Obispo. The following table reflects updated operating projections in consideration of the planned expansion.

CHAPTER 7, CCA Program Operating Results
Notional values for reference only. Assume stable market and revenues, with nominal 3% inflation in years 5-10. 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034
Revenues $655 $605 $583 $548 $539 $527 $533 $540 $547 $554 Costs
Cost of Energy $554 $556 $537 $499 $488 $473 $476 $478 $481 $485 Energy Programs $16 $18 $19 $21 $23 $26 $28 $31 $34 $38 Administrative Budget $25 $25 $26 $27 $27 $28 $29 $30 $31 $31 Total Costs $595 $599 $582 $548 $538 $526 $533 $539 $547 $553 Net Position $60 $6 $1 $1 $1 $1 $1 $1 $1 $1
End of Year Reserve Fund $294 $299 $300 $301 $301 $302 $302 $303 $303 $304 End of Year Reservce Fund as % of Revenues 45% 50% 51% 55% 56% 57% 57% 56% 55% 55% Central Coast Community Energy
Notional Indicative 10-year Financial Forecast ($ MM)
13 Expansion Addendum Appendices
Appendix A: Central Coast Community Energy Resolution PB-2023-02 Appendix B: Sixth Amendment to Central Coast Community Energy Joint Powers Agreement
Appendix C: County of San Luis Obispo Ordinance No. 3468 Appendix D: City of Atascadero Resolution No. 2022-004
Appendix E: Central Coast Community Energy Implementation Plan and Statement of Intent
Appendix F: Addendum No. 1 to 3CE Implementation Plan and Statement of Intent w/out attachments.

Appendix G: Addendum No. 2 to 3CE Implementation Plan and Statement of Intent w/out attachments
Appendix H: Addendum No. 3 to 3CE Implementation Plan and Statement of Intent w/out attachments
Appendix I: Addendum No. 4 to 3CE Implementation Plan and Statement of Intent w/out attachments
Appendix J: Central Coast Community Energy Resolution PB-2023-03

Central Coast Community Energy (3CE) Policy BoardMay 15, 2023

Central Coast Community Energy (3CE) Policy Board
May 15, 2023