Clean Energy Alliance Board of Directors
April 21, 2022

AGENDA
City of Carlsbad | City of Del Mar | City of Escondido | City of San Marcos | City of Solana Beach Board of Directors Special Meeting Agenda
April 21, 2022, 2:00 p.m.

City of Carlsbad|Virtual Meeting
Pursuant to Government Code Section 54953(3) (Assembly Bill 361), and in the interest of public health and safety, Clean Energy Alliance (CEA) is temporarily taking actions to prevent and mitigate the effects of the COVID-19 pandemic by holding CEA Joint Powers Authority meetings electronically or by teleconferencing. All public meetings will comply with public noticing requirements in the Brown Act and will be made accessible electronically to all members of the public seeking to observe and address the CEA Joint Powers Authority Board of Directors.

Members of the public can watch the meeting live through the You Tube Live Stream Link at:
https://thecleanenergyalliance.org/agendas-minutes/
or
https://www.youtube.com/channel/UCGXJILzlTUJOCZwVGpYoC8Q This is a view-only live stream. If the You Tube live stream experiences difficulties members of the public should access the meeting via the Zoom link below.

Members of the public can observe and participate in the meeting via Zoom by clicking:
https://us06web.zoom.us/j/81376410530
or telephonically by dialing:
(253) 215-8782
Meeting ID: 813 7641 0530
Members of the public can provide public comment in writing or orally as follows:

Written Comments: If you are unable to connect by Zoom or phone and you wish to make a comment, you may submit written comments prior to and during the meeting via email to:

[email protected]. Written comments received up to an hour prior to the commencement of the meeting will be announced at the meeting and become part of the meeting record. Public comments received in writing will not be read aloud at the meeting.

Oral Comments: You can participate in the meeting by providing oral comments either: (1) online by using the raise hand function and speaking when called upon or (2) using your telephone by pressing *9 to raise your hand and speaking when called upon.

If you are an individual with a disability and need a reasonable modification or accommodation pursuant to the Americans with Disabilities Act (“ADA”), please contact [email protected] prior to the meeting for assistance.

AGENDA
2 Clean Energy Alliance Board Meeting Agenda
April 21, 2022

CALL TO ORDER

ROLL CALL

FLAG SALUTE

BOARD COMMENTS & ANNOUNCEMENTS
REPORT FROM COMMUNITY ADVISORY COMMITTEE CHAIR REGARDING APRIL 7, 2022, MEETING

PRESENTATIONS

PUBLIC COMMENT

APPROVAL OF MINUTES
January 13, 2022, Adjourned Meeting
January 27, 2022, Special Meeting
January 27, 2022, Regular Meeting
Consent Calendar
Item 1: Reconsideration of the Circumstances of the COVID-19 State of Emergency to Determine Whether the Legislative Bodies of Clean Energy Alliance will Continue to Hold Meetings Via Teleconferencing and Making Findings Pursuant to Government Code Section 54943(e)

RECOMMENDATION
To continue meetings by teleconferencing pursuant to Government Code Section 54943(e), finding that: (1) the Board has reconsidered the circumstances of the state of emergency created by the COVID-19 pandemic; and (2) the state of emergency continues to directly impact the ability of the members to meet safely in person.

New Business
Item 2: Clean Energy Alliance Chief Executive Officer Operational, Administrative and Regulatory Affairs Update

RECOMMENDATION
1) Receive and file Community Choice Aggregation Update Report from Chief Executive Officer.
2) Receive and file Community Choice Aggregation Regulatory Affairs Report from Special Counsel.

AGENDA
3 Clean Energy Alliance Board Meeting Agenda
April 21, 2022
Item 3: Clean Energy Alliance Board Appoint an Ad-Hoc Board Subcommittee for Purpose of Evaluating General Counsel Request for Qualifications Responses and Making Recommendation to the Board for Selection to Award Contract

RECOMMENDATION
Clean Energy Alliance Board appoint an ad-hoc Board Subcommittee for purpose of evaluating General Counsel Request for Proposal responses and making recommendation to the Board for selection to award contract.

Item 4: Consider Special Clean Energy Alliance Board Meeting on May 19, 2022 for Purpose of Reconsideration of the Circumstances of the COVID-19 State of Emergency to Determine Whether the Legislative Bodies of Clean Energy Alliance will Continue to Hold Meetings Via Teleconferencing and Making Findings Pursuant to Government Code Section 54943(e)

RECOMMENDATION
Schedule Special Clean Energy Alliance Board meeting on May 19, 2022 for purpose of reconsideration of the circumstances of the COVID-19 state of emergency to determine whether the legislative bodies of Clean Energy Alliance will continue to hold meetings via teleconferencing and making findings pursuant to Government Code Section 54943(e).

BOARD MEMBER REQUESTS FOR FUTURE AGENDA ITEMS

ADJOURN
NEXT MEETING: Special Board Meeting as scheduled in Agenda Item 4; Regular Board Meeting May 26, 2022, 2:00 p.m., City of Solana Beach, Virtual
Clean Energy Alliance - Board of Directors
Adjourned Meeting Minutes
January 13, 2022, 2:00 p.m.

Virtual Meeting
Teleconference Locations Per Government Code Section 54953(3) (Assembly Bill 361) CALL TO ORDER - Chair Becker called to order the adjourned meeting of the Clean Energy Alliance at 2:02 p.m.

ROLL CALL: Board members: Druker, Inscoe, Musgrove, Acosta, Chair Becker FLAG SALUTE: Chair Becker led the flag salute.

BOARD COMMENTS & ANNOUNCEMENTS PRESENTATIONS: Board Member Acosta commented that she is now the primary representative to the CEA Board and shared her excitement on working with the Board.

PRESENTATIONS: None
PUBLIC COMMENT: None
Consent Calendar
Item 1: Consideration of Adoption of Resolution No. 2022-001 Approving Credit Agreement Amendment and Fee Agreement with JPMorgan Increasing the Line of Credit from $6MM to $15MM

RECOMMENDATION
1) Adopt Resolution No. 2022-001 approving credit agreement amendment with JPMorgan, in a form substantially as attached, increasing the line of credit from $6MM to $15MM and authorize the Chief Executive Officer to execute all documents, subject to Special and General Counsel approval; and 2) Approve related Fee Agreement with JPMorgan and authorize the Chief Executive Officer to execute all documents, subject to Special and General Counsel approval.

Board Member Druker recused himself from participating on this item due to a conflict of interest – the company he works with has a financial relationship with JPMorgan/Chase.

Member Druker left the virtual dias by muting his mic and exiting video.

Alternate Board Member Worden recused himself from participating on this item due to a conflict of interest – owning stock in JPMorgan and left the virtual dias by muting his mic and exiting video.

Chief Executive Officer Barbara Boswell presented the item and explained that current market conditions pushed power supply costs in excess of estimates and significant constraints with supply and drought has affected hydroelectric supply, and delays in new renewable facilities coming on line which has caused an increase in pricing beyond what was expected for initial procurement and driven the need to request an increase in CEA’s Line of Credit. JPMorgan reviewed current agreement and financial projections and JPMorgan Credit Committee authorized a credit increase form $6.00MM to $15.00MM with no change to repayment date terms. Additional quarterly and annual reporting requirements will include debt service coverage ratio, days liquidity on hand, updates to annual budget, liquidity report disclosing available liquidity, unrestricted cash report, and power supply hedge position. In addition, CEA rate increases of 5% or greater must be reported to JPMorgan within five business days of Board adoption; the Debt Service Coverage Ratio (DSCR) must be maintained at 1.40X with test start date move from 6/30/22 to quarter ending 6/30/2023. If the DSCR is not met the amendment allows for liquidity on hand to be substituted for curing the default which can be used two times in any four consecutive quarters. Repayment of $5,000,000 principal payment of outstanding line of credit is due by December 31, 2023, and may be re-borrowed after 30- day waiting period.

Ms. Boswell reviewed the rolling power supply hedge requirement percentages for Calendar Years 2022 through 2024 commenting that annual meetings between JPMorgan and CEA to review and discuss market conditions will take place and based on the meeting the hedge positions may be rolled into future years at JPMorgan discretion. However, if CEA demonstrates that achieving the hedge positions would be adverse to CEA’s financial position they will not be required. Lastly, the current interst rate London Interbank Offered Rate (LIBOR) is discontinued to Secured Overnight Financing Rate (SOFR). Staff, legal team, and technical consultants determined terms are accepatable and achievable.

Board comments and questions included: How will energy procurement for Escondido and San Marcos take place; the price difference in short term energy versus long range energy procurement; CEA rate increase and if CEA is able to maintain the 2% savings over SDG&E rates; CEA team analysis to drawdown $5.00MM versus JPMorgan recommendation to drawdown $6.00MM – is that to address any gap and assuming interest will be paid on $6.00MM is that necessary to do at this time; CEA payment of original $5.00MM by 12/2023 and if analysis of lowering reserves to pay off JPMorgan debt might be warranted.

Chief Executive Officer Boswell explained that energy procurement takes place monthly in slices of what needs are to accommodate price fluxuation; short term procurement is more costly than long range procurement; SDG&E rates increased to reflect the higher cost of power, CEA was able to maintain the 2% savings on the generation portion on the Clean Impact product; JPMorgan looks at the credit increase request as a one-time amendment setting the line of credit at a level that would address any unanticipated cost related to expansion and there is a small fee (1-2%) assessed on available funds that are not drawn; Board policy indicates 5% revenue is set aside into operational reserve and dipping into that reserve to repay the loan is not recommended by staff.

Mr. Rob Howard of Oceanside addressed the Board regarding the line of credit and adequate funding for expansion of CEA.

Motion by Chair Becker, second by Board Member Musgrove, to adopt Resolution No. 2022-001 approving credit agreement amendment with JPMorgan, in a form substantially as attached to the agenda item, increasing the line of credit from $6MM to $15MM and authorize the Chief Executive Officer to execute all documents, subject to Special and General Counsel approval; and approve related Fee Agreement with JPMorgan and authorize the Chief Executive Officer to execute all documents, subject to Special and General Counsel approval.

Motion carried unanimously, 4/0.

BOARD MEMBER REQUESTS FOR FUTURE AGENDA ITEMS: Chair Becker requested that election of a new Vice Chair be placed on the next agenda.

Member Musgrove requested that the term of service for Chair and Vice Chair be added to CEA JPA bylaws.

ADJOURN: Chair Becker adjourned the meeting at 2:47 p.m. ______________________________________
Susan Caputo, MMC
Interim Board Clerk
Clean Energy Alliance - Board of Directors
Special Meeting Minutes
January 27, 2022, 1:00 p.m.

City of Carlsbad | Virtual Meeting
Teleconference Locations Per Government Code Section 54953(3) (Assembly Bill 361) CALL TO ORDER: Chair Becker called to order the adjourned meeting of the Clean Energy Alliance at 1:00 p.m.

ROLL CALL: Board members: Druker, Inscoe, Musgrove, Acosta, Chair Becker FLAG SALUTE: Reserved for regular meeting.

BOARD COMMENTS & ANNOUNCEMENTS - None
PUBLIC COMMENT ON CLOSED SESSION ITEM - None
General Counsel Thorson stated the purpose of the meeting as listed in Item 1 and adjourned to Closed Session at 1:06 p.m.

Closed Session
Item 1: PUBLIC EMPLOYEE PERFORMANCE EVAULATION PURSUANT TO GOVERNMENT CODE SECTION 54957
Title: Chief Executive Officer
REPORT FROM CLOSED SESSION: General Council Thorson reported that no action was taken in Closed Session required to be reported.

ADJOURNMENT: Chair Becker adjourned the meeting at 1:57 p.m. ______________________________________
Susan Caputo, MMC
Interim Board Clerk
Clean Energy Alliance - Board of Directors
Regular Meeting Minutes
January 27, 2022, 2:00 p.m.

City of Carlsbad | Virtual Meeting
Teleconference Locations Per Government Code Section 54953(3) (Assembly Bill 361) CALL TO ORDER: Chair Becker called to order the regular meeting of the Clean Energy Alliance at 2:00 p.m.

ROLL CALL: Board Members: Druker, Inscoe, Musgrove, Bhat-Patel, Chair Becker FLAG SALUTE: Alternate Board Member Bhat-Patel led the flag salute.

BOARD COMMENTS & ANNOUNCEMENTS - None
PRESENTATIONS - None
PUBLIC COMMENT - None

APPROVAL OF MINUTES
Minutes of the Special Meeting – October 28, 2021
Minutes of the Regular Meeting – October 28, 2021
Minutes of the Special Meeting – November 18, 2021
Motion by Board Member Druker, second by Board Member Inscoe, to approve the minutes of the special meeting held October 28, 2021, the minutes of the regular meeting held October 28, 2021, and the special meeting held November 18, 2021, as submitted.

Motion carried unanimously, 5/0.

Item 1: Clean Energy Alliance Board Elect Vice Chair to Serve for 2022 Term

RECOMMENDATION
Clean Energy Alliance Board Elect Vice Chair to serve for 2022 term.

Motion by Chair Becker, second by Alternate Board Member Bhat-Patel, to elect Member Druker to serve as Vice Chair for the 2022 term.

Motion carried unanimously, 5/0
Consent Calendar
Item 2: Reconsideration of the Circumstances of the COVID-19 State of Emergency to Determine Whether the Legislative Bodies of Clean Energy Alliance will Continue to Hold Meetings Via Teleconferencing and Making Findings Pursuant to Government Code Section 54943(e)

RECOMMENDATION
To continue meetings by teleconferencing pursuant to Government Code Section 54943(e), finding that: (1) the Board has reconsidered the circumstances of the state of emergency created by the COVID-19 pandemic; and (2) the state of emergency continues to directly impact the ability of the members to meet safely in person.

Item 3: Clean Energy Alliance Treasurer’s Report

RECOMMENDATION
Receive and file Clean Energy Alliance Treasurer’s Report.

Item 4: Clean Energy Alliance Chief Executive Officer Operational, Administrative and Regulatory Affairs Update

RECOMMENDATION
1) Receive and file Community Choice Aggregation Update Report from Chief Executive Officer.
2) Receive and file Community Choice Aggregation Regulatory Affairs Report from Special Counsel.

Item 5: Review and Approve 2022 Clean Energy Alliance Legislative and Regulatory Policy Platform

RECOMMENDATION
Approve 2022 Clean Energy Alliance Legislative and Regulatory Policy Platform.

Chair Becker requested and Special Counsel Tosdal updated the Board on the Net Energy Metering 3.0 (NEM) proceedings commenting that California Public Utilities Commission (CPUC) is considering drastic changes to the NEM tariffs currently administered by Investor-Owned Utilities (IOUs). The CPUC was scheduled to take a vote this day, January 27 but has delayed action with no indication when that might occur. A press release indicated that Governor Newsome advocated changes to the proposed decision. In addition, a letter has been submitted on behalf of CEA to the CPUC expressing CEA position on the proposed decision. No date has been scheduled for decision.

Motion by Chair Becker, second by Board Member Musgrove, to approve Consent Calendar Items 2-5.

Motion carried unanimously, 5/0.

New Business
Item 6: Consider Providing Direction to Amend Clean Energy Alliance Joint Powers Agreement Regarding Chair and Vice Chair Term Limits

RECOMMENDATION
Provide direction related to amending Clean Energy Alliance Joint Powers Agreement regarding Chair and Vice Chair term limits.

CEO Barbara Boswell commented the JPA agreement states an election of a Chair and Vice Chair annually with no term limits at this time. Should the Board wish to make changes General Counsel would advise on the specific steps required to amend the JPA agreement.

Motion by Vice Chair Druker, second by Board Member Musgrove, to limit the term of the Chair and Vice Chair to two years of consecutive service, review the JPA for other needed amendments, and return to the Board for initiation of amendments by September 2022.

Motion carried unanimously, 5/0.

Item 7: Discuss and Provide Direction Related to In Person Board Meeting Location

RECOMMENDATION
Discuss and provide direction related to in person Board meeting location.

CEO Boswell presented the item stating that the regular meeting schedule shall be fixed annually by resolution of the Board and location may rotate, subject to Board approval and availability of appropriate meeting space. Should the state of emergency change and the Board wish to change the regularly scheduled meeting through June 2022 to accommodate in person schedule, this would require regular meetings be canceled and special meetings noticed for the new location. Staff will confirm with preferred locations for meeting schedule and location for July 2022 – June 2023 for technology and availability.

Direction of Board for CEO to inquire with the cities of Carlsbad, Del Mar, and Solana Beach regarding live meeting streaming options to continue the current meeting rotation schedule until final in person meeting location(s) is determined.

Item 8: Declare Openings and Direct Application Process for Clean Energy Alliance Community Advisory Committee for the Cities of Escondido and San Marcos

RECOMMENDATION
Declare openings and direct application process for Clean Energy Alliance Community Advisory Committee for the cities of Escondido and San Marcos.

CEO Barbara Boswell presented the item commenting that per the Community Advisory Committee (CAC) Policy two members are appointed from each member agency to serve three-year staggered terms with one member serving two years and one serving three years. Requirements to serve include residency or business owners within the city being represented and filing of Form 700 Statement of Economic Interest subject to CEA’s Conflict of Interest Code. Members must have relevant background and maintain good attendance.

Escondido and San Marcos Board members will receive applications for their community and return nominations to the full Board for consideration at the March 31, 2022, Board meeting.

Motion by Vice Chair Druker, second by Board Member Inscoe, to declare openings and direct application process for CEA Community Advisory Committee for the cities of Escondido and San Marcos.

Motion carried unanimously, 5/0.

Item 9: Consider Approval of Community Advisory Committee 2022 Workplan and Meeting Schedule

RECOMMENDATION
Approve Community Advisory Committee 2022 Workplan and meeting schedule.

CEO Boswell presented the CAC 2022 Workplan and Meeting Schedule explaining that Board sets the CAC schedule and workplan annually. Ms. Boswell indicated the CAC wished to excel from quarterly meetings to every other month to address the current goals of the CAC including providing input on an Outreach Strategy for the Escondido and San Marcos launch; providing input on CEA’s 2022/23 budget and goals and updates to the CEA website to include topics related to achieving Climate Action Plan goals and supporting clean energy programs.

CAC Member addressed the Board regarding including incentives for building electrification and energy efficiency in the CAC 2022 Workplan.

CEO Boswell indicated that this item would be included in the budget workshop.

Addressing the Board was Hillary Hebert, Policy Consultant Cleantech San Diego offering to the Board on hearing about their working group projects around the region.

Motion by Board Member Musgrove, second by Board Member Inscoe, to approve the Community Advisory Committee 2022 Workplan and meeting schedule.

Motion carried unanimously, 5/0.

Item 10: Receive Update and Provide Direction Regarding Clean Energy Alliance Green Impact Champions Program

RECOMMENDATION
Receive update and provide direction regarding Clean Energy Alliance Green Impact Champions Program.

CEO Boswell gave an overview of the item including selecting the logo and approving the Green Impact Champions Program which is the 100% renewable program.

Motion by Chair Becker, second by Board Member Musgrove, to approve the marketing program name Green Impact Champions; select Option A as presented for the Green Impact Champions logo; and approve the Business and Residential Green Impact Champions programs.

Motion carried unanimously, 5/0.

BOARD MEMBER REQUESTS FOR FUTURE AGENDA ITEMS: Vice Chair Druker requested that discussion and formal review of the Chief Executive Officer’s salary and contract be placed on a future agenda.

ADJOURN: 3:22 p.m.

NEXT MEETING: Regular Board Meeting February 24, 2022, 2pm, Del Mar, Virtual ______________________________________
Susan Caputo, MMC
Interim Board Clerk
Staff Report
DATE: April 21, 2022
TO: Clean Energy Alliance Board of Directors
FROM: Barbara Boswell, Chief Executive Officer
ITEM 1: Reconsideration of the circumstances of the COVID-19 state of emergency to determine whether the legislative bodies of Clean Energy Alliance will continue to hold meetings via teleconferencing and making findings pursuant to Government Code Section 54953(e)

RECOMMENDATION
To continue meetings by teleconferencing pursuant to Government Code Section 54953(e), find that: (1) the Board has reconsidered the circumstances of the state of emergency created by the COVID-19 pandemic; and (2) the state of emergency continues to directly impact the ability of the members to meet safely in person.

BACKGROUND AND DISCUSSION
On September 16, 2021, Governor Newsom signed AB 361 amending the Brown Act to allow local agencies to meet remotely during declared emergencies under certain conditions. AB 361 authorizes local agencies to continue meeting remotely without following the Brown Act’s standard teleconferencing provisions, including the requirement that meetings be conducted in physical locations, under specified conditions. Namely, the meeting is held during a state of emergency proclaimed by the Governor and either of the following applies: (1) state or local officials have imposed or recommended measures to promote social distancing; or (2) the agency has already determined or is determining whether, as a result of the emergency, meeting in person would present imminent risks to the health or safety of attendees.

The Board of Directors and CEA’s other legislative bodies have met using teleconferencing throughout the COVID-19 pandemic to protect the health and safety of the public and staff. On October 28, 2021, the Board of Directors determined that the factual circumstances exist for CEA to continue to hold meetings pursuant to AB 361. Specifically, on March 4, 2020, Governor Newsom declared a State of Emergency in response to the COVID-19 pandemic (the “Emergency”). The Emergency continues to exist. In addition, the Centers for Disease Control and Prevention continue to advise that COVID-19 spreads more easily indoors than outdoors and that people are more likely to be exposed to COVID-19 when they are closer than six feet apart from others for longer periods of time. Based on this advice and as a result of the emergency, the Board determined that meeting in person presents imminent risks to the health or safety of attendees.

To continue meeting remotely pursuant to AB 361, an agency must make periodic findings that: (1) the body has reconsidered the circumstances of the declared emergency; and (2) the emergency impacts the ability of the body’s members to meet safely in person, or state or local officials continue to impose or recommend measures to promote social distancing. These findings should be made not later than 30 days after teleconferencing for the first time pursuant to AB 361, and every 30 days thereafter.

Due to the ongoing emergency, the need to promote social distancing to reduce the likelihood of exposure to COVID-19, and the imminent risks to the health or safety of meeting attendees, staff recommends that the legislative bodies of CEA hold public meetings via teleconferencing pursuant to Government Code Section 54953(e) and make the requisite findings to continue to do so.

FISCAL IMPACT
There is no fiscal impact by this action.

ATTACHMENTS
None.

Staff Report
DATE: April 21, 2022
TO: Clean Energy Alliance Board of Directors
FROM: Barbara Boswell, Chief Executive Officer
ITEM 2: Clean Energy Alliance Operational, Administrative and Regulatory Affairs Update

RECOMMENDATION
1) Receive and File Operational and Administrative Update Report from Chief Executive Officer. 2) Receive Community Choice Aggregation Regulatory Affairs Report from Special Counsel.

BACKGROUND AND DISCUSSION
This report provides an update to the Clean Energy Alliance (CEA) Board regarding the status of operational, administrative, and regulatory affairs activities.

OPERATIONAL UPDATE
Expansion of Clean Energy Alliance
The assessment report in connection with CEA’s evaluation of the cities of Oceanside, Vista, and San Clemente (“Cities”) will be presented to the Board at today’s meeting.

The anticipated timeline should the cities join CEA is as follows:

ACTIVITY TIMING
Assessment Report Results to CEA Board and
Oceanside, Vista, and San Clemente City
Councils
April 2022
Cities: Resolution to Join CEA and 1st Reading
of Ordinance to Establish a CCA before the
City Councils
May/June 2022
2nd Reading of Ordinance June/July 2022
CEA: Resolution approving new cities joining
CEA/Direct preparation of Implementation
Plan Amendment
July 2022
CEA: Draft Implementation Plan Amendment
to CEA Board
October 2022
CEA: File Implementation Plan Amendment December 2022
April 21, 2022
Admin & Regulatory Update

We are pleased to report the Implementation Plan Amendment related to service expansion into the cities of Escondido and San Marcos has been certified by the California Public Utilities Commission. We are on track to begin serving customers in Escondido and San Marcos in April 2023.

Return to In-Person CEA Board Meetings
Staff is working with City of San Marcos staff in preparation for the potential return to in-person CEA Board and Community Advisory Committee meetings.

San Diego Gas & Electric to Resume Residential Delinquent Account Collections Processes To mitigate the economic impacts of COVID-19, the California Public Utilities Commission had directed the Investor-Owned Utilities, including San Diego Gas & Electric (SDG&E) to suspend the normal delinquent account collections processes for residential customers. This suspension was lifted in September 2021, however, SDG&E had continued the protections in order to put a plan together related to resuming the normal procedures. SDG&E has informed CEA that collections will resume, with the following potential implementation timeline:

May – July 2022 – Revert to non-COVID past due bill message May 2022 – Targeted outreach to customers via mail and email June 2022 – Residential 15-day Notice
July 2022 – Full dunning resumption
April 21, 2022
Admin & Regulatory Update

CEA customers with past due balances that meet the criteria for dunning may be impacted by the collections processes.

There are payment plans available to customers who have past due balances. CEA encourages all customers having trouble paying their SDG&E bills to contact SDG&E to learn about their options, at (800) 411-7343.

Call Center Activity
The chart below reflects call activity to CEA’s call center through March 31, 2022:

The chart below reflects call center average seconds to answer and average call duration:

April 21, 2022
Admin & Regulatory Update

The following chart reflects the monthly and cumulative opt-outs for CEA.

April 21, 2022
Admin & Regulatory Update

CEA realized a net increase in opt outs in March of 17 service accounts with an overall participation rate of 92.49%.

Enrollments in CEA’s power supply products are:

Clean Impact - 50% Renewable 126
Clean Impact Plus - 75% Carbon Free 59,539
Green Impact - 100% Renewable 389
Resource Adequacy Compliance
The Year-Ahead Resource Adequacy has begun for calendar year 2023, with the initial forecast due to be filed in April 2022. CEA is coordinating with San Diego Gas & Electric (SDG&E) for its 2023 forecast related to accounting for Escondido and San Marcos customers transferring from SDG&E to CEA in 2023.

Contracts $50,000 - $100,000 entered into by Chief Executive Officer

VENDOR DESCRIPTION AMOUNT
NONE

REGULATORY UPDATE
CEA’s Regulatory Attorney Ty Tosdal will provide an update to the Board on current regulatory activities (Attachment A).

FISCAL IMPACT
There is no fiscal impact by this action.

ATTACHMENTS
Attachment A – Tosdal APC Regulatory Update Report
Tosdal APC, 2022
CEA Regulatory Update
April 21, 2022
Item 2 Attachment
Overview
Decision on Supplier Diversity (R. 21-03-010)
Emergency Resource Orders (R. 20-05-003)
Denial of Rehearing on PCIA Eligible Resource Allocations (D. 22-04-039) Legislative Update: Assembly Bill 1814
Decision on Supplier Diversity
Decision implements Senate Bill 255 including CCA programs in the CPUC’s supplier diversity program. • Beginning March 2023, CCA programs will have to submit an annual report and annual plan regarding supplier diversity.

Plans must include expanding opportunities for increasing procurement from “small, local, and diverse business enterprises,” but not necessarily from specific business enterprises.

Reports must include data collection on Business Enterprises at least 51% owned by U.S. Citizen/Permanent Resident and: Women, Minorities, Disabled Veterans, and LGBT.
• Persons with Disabilities Business Enterprises will be incorporated in March 2024 annual report. • Limits associated with Proposition 209 were taken into account during development of regulation. • Plan will be submitted to Legislature and posted on the CPUC website. • Phase 2 of the proceeding will address board and workforce diversity, including public disclosure of relevant data.

Emergency Resource Orders
Proposed Decision authorizes contracting by new CCAs and cost recovery for emergency resource orders D. 19-11-016 and a second order.
• D. 19-11-016 ordered SDG&E to procure System RA according to load share, but made no provision for new CCA programs including CEA.
• CEA and SDCP collaborated with other new CCA programs to advocate for a resolution. • Proposed Decision orders utilities to contract with CCA programs for share of resources at the Market Price Benchmark.
• Above-market costs will be recovered through the Power Charge Indifference Adjustment (“PCIA”). • Outstanding questions related to cost recovery and contracting process require additional advocacy.

Emergency Resource Orders Contd.

Next Steps:

April 18, 2022 —Comments on Proposed Decision Due
May 5, 2022 — Commission Vote
July 4, 2022 — SDG&E Advice Letter
Denial of Rehearing on PCIA Eligible Resource Allocations Public Utilities Commission in D. 22-04-039 denied rehearing on a decision limiting PCIA-eligible resource allocations to RPS resources.
• CCA programs have long advocated for actions to reduce PCIA-eligible resources in IOU portfolios. • Concepts were formally introduced and explored, including allocations, assignment, direct transactions. • Commission ultimately adopted the Voluntary Allocation and Market Offer (VAMO) process, but only for RPS resources:

RA and other GHG-free resources are excluded from VAMO. • CalCCA filed an application for rehearing seeking to have RA and GHG-free resources included in the VAMO process. It has been denied.
• Failure of SB 612 and denial of application for rehearing leave limited prospects for further IOU portfolio optimization.

Legislative Update: Assembly Bill 1814
Assembly Bill (AB) 1814 would have authorized CCA programs to apply for and obtain funding for transportation electrification projects in their service territories, similar to existing rules governing IOU transportation funding.
• CalCCA sponsored the bill.
• Opposition from CUE and CSAEW:

Transportation electrification is already being conducted in CCA service territories by IOUs. “Thousands” of electrical workers will be displaced.

CCA programs were created to (1) “procure energy” and (2) “market themselves” and are not “mini-utilities”. • AB 1814 will not advance and is dead.

Staff Report
DATE: April 21, 2022
TO: Clean Energy Alliance Board of Directors
FROM: Barbara Boswell, Chief Executive Officer
ITEM 3: Clean Energy Alliance Board Appoint an Ad-Hoc Subcommittee for Purpose of Evaluating General Counsel Request for Qualifications Responses and Making Recommendation to the Board for Selection

RECOMMENDATION
Clean Energy Alliance Board appoint an ad-hoc Board Subcommittee for purpose of evaluating General Counsel Request for Qualifications responses and making recommendations to the Board for selection to award contract.

BACKGROUND AND DISCUSSION
Section 5.6 of the Clean Energy Alliance (CEA) Joint Powers Agreement (JPA) directs the Board to appoint a qualified person to act as CEA’s General Counsel. The JPA further states the appointee shall not be a member of the Board, or an elected official or employee of any member agency.

At its regular Board meeting March 31, 2022, the Board directed its desire to complete a solicitation for General Counsel services, beginning for fiscal year 2022/2023. In response to that direction, staff has issued a Request for Qualifications (RFQ) for General Counsel services (Attachment A), with responses due May 16, 2022. Staff recommends the Board appoint an ad-hoc subcommittee to review the RFQ responses, hold interviews, and make a final recommendation to the full Board for selection.

FISCAL IMPACT
There is no fiscal impact by this action. Funds will be included in the Fiscal Year 2022/23 for General Counsel services.

ATTACHMENTS
Attachment A – Request for Qualifications General Counsel Services

REQUEST FOR QUALIFICATIONS
RFQ # 2022-001
General Counsel Services
Date of Issuance: April 18, 2022
SUBMITTALS DUE:
5 P.M. (PST)
Monday, May 16, 2022
CONTACT: BARBARA BOSWELL

CHIEF EXECUTIVE OFFICER
[email protected]

THE CLEAN ENERGY ALLIANCE ENCOURAGES THE PARTICIPATION OF MINORITY- AND WOMEN-OWNED

BUSINESSES
Item 3 Attachment A
2 Clean Energy Alliance Request for Qualifications
General Counsel Services

TABLE OF CONTENTS
PAGE
I. INTRODUCTION & BACKGROUND 3
II. SCOPE OF REQUIRED SERVICES & TERM 3
III. QUESTIONS 3
IV. SUBMITTAL REQUIREMENTS 4
V. SELECTION 8
VI. CONDITIONS GOVERNING THIS PROCUREMENT 8
SCHEDULE 8
GENERAL COVENANTS 8
VII. FEE PROPOSAL 10
VIII. SUBMITTAL & REVIEW 10
IX. EQUAL OPPORTUNITY 10
ATTACHMENT A – SCOPE OF REQUIRED SERVICES 11
ATTACHMENT B – CLEAN ENERGY ALLIANCE BID EVALUATION CRITERIA 12 ATTACHMENT C – CLEAN ENERGY ALLIANCE STANDARD CONSULTANT AGREEMENT 14 3 Clean Energy Alliance Request for Qualifications
General Counsel Services
I. INTRODUCTION & BACKGROUND
The Clean Energy Alliance (CEA) is seeking responses to this Request for Qualifications(RFQ) from qualified firms to provide General Counsel services.

About CEA
In October 2019, the cities of Carlsbad, Del Mar and Solana Beach formed CEA, a joint powers authority, that operates a Community Choice Energy (CCE) program. CEA’s primary purpose is to assist its member agencies in meeting its Climate Action Plan goals as an energy services provider, delivering cleaner and more locally produced electricity to its service territory. CEA began serving customers in Carlsbad, Del Mar and Solana Beach in May 2021 and has recently expanded to include the cities of Escondido and San Marcos. CEA is anticipating serving customers in the new territory in April 2023. Other cities are considering joining CEA.

CEA currently does not have any in-house staff, contracting for all service needs. CEA anticipates transitioning to a combination of in-house staff and consulting services over the next several fiscal years.

CEA Board meetings are held once per month, with special meeting occasionally scheduled, and Community Advisory Committee meetings are held every other month. Meetings are currently held via videoconference and will transition to in-person when requirements dictate at one of the member agency locations.

II. SCOPE OF REQUIRED SERVICES & TERM
Scope of required services are listed in Attachment A – Scope of Required Services, of this RFQ.

The term of the contract will be for a period of three (3) years with the option of two (2) one-year extensions.

III. QUESTIONS
Questions are to be submitted to Barbara Boswell, Chief Executive Officer, via email to:

[email protected], by 5:00pm, May 2, 2022. Responses will be posted to CEA’s Solicitation website at www.thecleanenergyalliance.org/solicitations by 5:00pm, May 6, 2022.

All addenda will be posted to CEA’s website, and it is recommended that all potential proposers check the website frequently, and prior to submittal, for any updates to the RFQ.

Unless otherwise authorized herein, proposers who are considering submitting a proposal response to this RFQ, or who submit a proposal in response to this RFQ, are prohibited from communicating with CEA staff about this RFQ from the date this RFQ is issued until a contract is awarded. 4 Clean Energy Alliance Request for Qualifications
General Counsel Services
IV. SUBMITTAL REQUIREMENTS
Submittals should be concise, well-organized and demonstrate the qualifications, experience and approach necessary to provide the required scope of services. Submittalsshall include the following items in the order listed:

Statement of Qualifications – Submit a Statement of Qualifications that responds to the following minimum qualifications:
• All attorneys who will provide service to CEA must be members in good standing of the State Bar of California.
o Provide the Bar numbers and licensing state for all personnel proposed. • All attorneys who will provide service to CEA must have at least 5 years public agency, public contracting and labor and employment counsel experience. o Identify the public agencies that your firm currently represents or has represented as general or special counsel. List the tasks the firm has provided for the public agency.

List the time period your firm represented the public agencies. o Identify the public agencies that your firm currently represents or has represented for public contracting, the types of documents your firm has prepared and list any public contracts litigation your firm has been involved with, the nature of the claims litigated and the results of that litigation if it has been completed. o Identify the public agencies that your firm has represented as specialty labor and employment counsel, the tasks you have provided the client including without limitation the trainings you have provided to employees. List any litigation that your firm has handled and the outcome of the litigation, if completed. • Describe your firm’s experience, and experience of proposed primary attorney to be assigned, providing service to operational Community Choice Aggregation (CCA) agencies, including name of CCA, number of years engaged and scope of services provided. • Describe your firm’s practice areas, number of attorneys in the firm, number of attorneys who practice in the area for which the proposer is responding, the locations in which your firm has offices.
• Identify the proposed primary attorney to be assigned and any attorney who will be assigned to assist and the role the attorneys will be assigned.
• Attach resumes for the proposed attorneys to be assigned.

Experience & References – Provide summaries of up to three engagements that are similar in scope to the type of services required by CEA. The summaries should include client name, contact information, scope of service, team members, date completed and total (or annual) cost of services.

Fee schedule – Please address each of the following questions:

1. Is the firm willing to agree to a flat fee arrangement? If so, please provide a list of what the flat fee would be for a particular scope of required services.

2. The standard hourly rate of each attorney and assistant who would be assigned to the 5 Clean Energy Alliance Request for Qualifications
General Counsel Services
engagement for scope of required services to be billed hourly.

3. A list of reimbursable expenses and the rate charged for each. (CEA will only pay actual costs for postage, telephone, travel and photocopies).

4. Any other fees or charges.

List of Other Proposed Services – Please describe any additional services your firm could provide to CEA not listed in the Scope of Required Services.

Conflict of Interest – Please identify any actual or potential conflicts of interest your firm might have in providing services to CEA. If applicable, please include a copy of your firm’s conflict of interest policy.

Litigation or Administrative Proceedings –

1. Please state whether or not there is any pending litigation involving the firm or attorney in the firm arising from legal services provided by the attorney or firm. If the answer is yes, please describe the nature and the status of the litigation.

2. Are there any pending criminal or administrative actions (including disciplinary matters) involving the firm or any attorneys in the firm which arise from legal services provided by any of the attorneys proposed to work for CEA? If yes, please describe the nature of such actions and the status. Please limit the response to this question to (a) malpractice claims and (b) other actions which if an adverse result were to occur would negatively impact the ability of the attorney/firm to render legal services to CEA.

3. For the types of actions described above in questions 1 and 2, please state whether any such actions have bene brought or filed since January 1, 2012, which have been resolved and explain resolution.

Debarments of Suspensions – Please indicate whether your firm, or any individual attorneys who are principals, partners or employees of your firm, have been debarred or suspended by any public entity from obtaining or performing a contract, including the surrounding circumstances.

Exceptions to CEA Standard Consultant Agreement - Please note any exceptions to the CEA Standard Consultant Agreement attached as Attachment C to the RFQ.

Appendices – Please include the following attachments and appendices to the Statement of Qualifications:

Appendices:

Description of Firm and Firm History
Resume of Each Attorney to be Assigned
Appendix A Assigned Attorneys
Appendix B Contact Information: Assigned Attorneys
Appendix A
Assigned Attorneys
Please include all attorneys proposed be assigned.

Firm Name:________________________________________________________________

NAME TITLE ROLE SPECIFIC

EXPERTISE
HOW
LONG

IN FIRM
HOW

LONG IN

CURRENT

POSITION
CA BAR
NUMBER

OTHER STATES

LICENSED TO

PRACTICE
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General Counsel Services
Appendix B
Contact Information: Assigned Attorneys
Firm Name: ___________________________________________________________________ Name:

Role:

Email Address:

Telephone Number:
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General Counsel Services
V. SELECTION
Submittals will be reviewed and ranked by a selection committee composed of the CEO and Board Members appointed by the CEA Board of Directors. During the evaluation process, the selection committee and CEA reserve the right to request additional information or clarification from firms responding to this RFQ. All submittals deemed responsive will be evaluated using CEA’s Bid Evaluation Criteria Policy (Attachment B).

Selection will be made by the CEA Board of Directors based upon the firm’s current ability to provide the highest quality of service that meets the requirements and objectives of this RFQ, the needs of CEA, and provide the best value to CEA.

Upon ranking of the submittals based on a review of the selection criteria, the selection committee will present a recommendation to the CEA Board of Directors. Upon selection by the Board, staff will begin negotiations with the selected firm as to the final scope of work and price. If staff is unable to reach an acceptable agreement with the selected firm, staff will terminate negotiations, and initiate negotiations with the next highest-ranked firm.

This RFQ does not commit CEA to award a contract for any costs incurred in the preparation of the submittal. CEA reserves the right to accept or reject any or all submittals, or any part of a submittal received as a result of this request, to waive minor defects or technicalities, to award multiple contracts, or to solicit new submittals for the same scope of work or a modified scope of work, or to extend, expand, or cancel in part, or its entirety, this RFQ if it is in the best interest of CEA to do so. CEA will not reimburse any of the proposers for their costs to prepare and submit a proposal.

VI. CONDITIONS GOVERNING THIS PROCUREMENT

SCHEDULE
Thissection of the RFQ provides the anticipated schedule for the solicitation and describes the events and the conditions governing the procurement. CEA will make every effort to adhere to the anticipated schedule below:

Issue RFQ ……………………………………………………………………… April 18, 2022
Deadline for written questions to be submitted (email)… May 2, 2022 5:00 pm PDT Responses to written questions (posted to websitel)……… May 6, 2022 5:00 pm PDT Deadline to Submit Proposal …………………………………………. May 16, 2022 5:00 pm PDT Evaluate Proposals & Oral interviews …. ………….………….. May 16 – June 3, 2022 Results to Board for Selection ……………………………………… June 30, 2022 General Covenants
Rights of CEA
This RFQdoes not commit CEA to award, nor doesit commit CEA to pay any cost incurred in the submission of the proposal, or in making necessary studies or designs for the preparation thereof, nor procure or contract for services or supplies. Further, no reimbursable cost may be incurred in anticipation of a contract award.
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CEA reserves the right to reject any and all proposals, to waive any minor irregularities in a proposal, to request clarifications or additional information from an institution, and to reject any agreement deemed by CEA to be in its best interest with one or more institutions.

Claims against CEA
Neither your organization nor any of your representatives shall have any claims whatsoever against CEA, or any of its respective officials, agents, or employees arising out of or relating to this RFQ or these RFQ procedures, except as set forth in the terms of a definitive agreement between CEA and your organization.

Form of Proposals
Electronic proposals only will be accepted.

Amended Proposal
Proposers may submit amended proposals before the Deadline to Submit Proposals. Such amended proposals must be complete replacements for previously submitted proposals and must be clearly identified in a written format. CEA will not merge, collate, or assemble proposal materials.

Withdrawal of Proposal
Proposers may withdraw their proposals at any time prior to the Deadline to Submit Proposals. The proposer must submit a written withdrawal request signed by the proposer’s duly authorized representative addressed to and submitted to the Contact.

Late Responses
To be considered, proposals must be received via email by May 16, 2022, 5:00 PM PDT.

No Public Proposal Opening
There will be no public opening for this RFQ.

Public Records Act (CPRA)
Please note that any information provided as part of a submittal in response to the RFQ may be subject to the Public Records Act (PRA). If the Proposer feels that any part of its submission is proprietary information, please identify by section, paragraph, and page the information the Proposer believes is proprietary. In the event of a PRA, this information may be reviewed by CEA’s attorneys for applicability.

No guarantee can be provided that any part of the Proposer’s information will be kept confidential.

Confidentiality
All data and information obtained from or on behalf of CEA by the Proposer and its agents in this RFQ process, including reports, recommendations, specifications, and data, shall be treated by the Proposer and its agents as confidential. The Proposer and its agents shall not disclose or communicate this information to a third party or use it in advertising, publicity, propaganda, or in another job or jobs, unless written consent is obtained from CEA. Generally, each proposal and all documentation, including financial 10 Clean Energy Alliance Request for Qualifications
General Counsel Services
information, submitted by a Proposer to CEA is confidential until a contract is awarded, when such documents become public record under State and local law, unless exempted under PRA.

VII. FEE PROPOSAL
Firms shall provide a schedule of hourly rates of personnel used in this agreement. The fee proposal must be received by 5:00 PM on May 16, 2022.

VIII. SUBMITTAL & REVIEW
Firms must submit required materials no later than 5:00 PM on May 16, 2022, via email to [email protected] Please title the email in the subject field as “RFQ 2022-001 General Counsel Services”. Submittals received after the specified time will not be considered and will be returned to the responding firm.

For additional information, please contact Barbara Boswell, Chief Executive Officer, Clean Energy Alliance by email at [email protected].

IX. EQUAL OPPORTUNITY
CEA requires all proposers to comply with equal opportunity policies. CEA’s contracts are open to all persons without regard to race, religion, color, national origin, sex, age, marital status, handicap, or political affiliation.

Thank you for your interest, and we look forward to reviewing your submittal. 11 Clean Energy Alliance Request for Qualifications
General Counsel Services

ATTACHMENT A
RFQ 2022-001 GENERAL COUNSEL SERVICES

SCOPE OF REQUIRED SERVICES
The successful agency will be expected to be knowledgeable about the laws that public agencies must comply with, requirements that public agencies must comply with to secure supplies, other goods and services, labor and employment requirements and to assist CEA Board, Community Advisory Committee and its staff with the following:

1. Advise on questions related to the Brown Act, the Public Records Act, and other conflict of interest requirements;

2. Draft ordinances, resolutions and policies;

3. Provide updates to the Board and staff about changes in law, significant cases and Attorney General opinions;

4. Provide staff training on public law issues, requirements and mandated trainings;

5. Attend public meetings as counsel to the Board of Directors or the Community Advisory Committee;

6. Attend meetings and participate in telephone conference calls with CEA staff as necessary;

7. Advise on Public Records Requests and assist with responses when appropriate;

8. Review requests for bids (non-energy related) to ensure compliance with legal requirements;

9. Advise CEA about when and whether a public bidding process is required or when CEA is required to accept the lowest responsible bid in various situations;

10. Advise or represent CEA in bid challenges;

11. Assist CEA in drafting appropriate policies for procurement of goods and services;

12. Provide necessary employee trainings including sexual harassment training;

13. Review, advise about or update employment policies;

14. Represent CEA in any employment matters before any regulatory agency or any courts;

15. Draft employment agreements, separation agreements, noncompete agreements or any similar documents;

16. Advise and prepare necessary documents related to expansion of CEA and the addition of new member agencies.

CEA-12
City of Carlsbad | City of Del Mar | City of Solana Beach

BID EVALUATION CRITERIA POLICY
Clean Energy Alliance (CEA) desires to establish a Bid Evaluation Criteria Policy (Policy) that establishes a process for comparing bids to select the best offer to achieve the goals of CEA as identified in the Joint Powers Authority Agreement and adopted policies.

CEA has identified the following evaluation criteria categories, for non-energy goods or services in excess of $100,000 requiring a formal bid, power purchase agreements with third parties and to the extent permitted by law, CEA owned generation projects:
$ Value
Innovation
Development Risk
Project Location
Environmental Stewardship
Social Equity
Local Job Growth
Workforce Development
Projects will be ranked high, medium, low or neutral based as determined by applying the following criteria:
$ Value: Projects will be ranked based on the $ value as compared to other bids received and estimated costs in CEA financial pro forma
Innovation
• High: Project contains a novel, innovative, or otherwise meritorious concept, application, approach or method
• Neutral: Project does not contain a novel, innovative, or otherwise meritorious concept, application, approach or method
Development Risk: Projects will be ranked from high (good) to low (bad) based on:
• Site Control
• Interconnection status
• Environmental impacts
• Land use and permits
Attachment B - Bid Evaluation Criteria 12
Clean Energy Alliance
Bid Evaluation Criteria
Adopted October 15, 2020
2 • Project financing
• Developer experience
Project Location
• High: In San Diego County and any additional area served by CEA • Medium: Other areas within California
• Low: Out of state projects
Environmental Stewardship
• High: Demonstrates environmental benefits beyond the climate and GHG reduction benefits of renewable energy
• Low: Project does not demonstrate environmental stewardship as defined above Social Equity
• High: Demonstrates societal, health, or economic benefits that address social equity • Low: Project does not demonstrate social equity benefits as defined above Local Job Growth
• High: Creates new jobs that employ workers and uses businesses in San Diego County and any additional areas served by CEA
• Medium: Employs existing workers and uses businesses in San Diego County and any additional areas served by CEA
• Low: Employs workers and uses businesses outside San Diego County and any additional areas served by CEA
Workforce Development
• High: Employ workers from San Diego County and any additional areas served by CEA; utilize California approved apprenticeship programs; follows fair compensation practices including proper assignment of work to crafts that traditionally perform the work
• Low: Does not demonstrate workforce development as defined above The evaluation criteria will be included in formal bid documents and requests for proposals, as appropriate.

Attachment B - Bid Evaluation Criteria 13

AGREEMENT BETWEEN THE CLEAN ENERGY ALLIANCE AND
Click to enter the consultant’s name.FOR
Click to enter subject matter of the services. SERVICES THIS AGREEMENT, is entered into this Click here to enter DAY. of ENTER MONTH., ENTER YEAR., by and between CLEAN ENERGY ALLIANCE, an independent joint powers authority ("Authority"), and Click here to enter Consultant’s name., a California ____________ ("Consultant") (collectively referred to as the “Parties”).

RECITALS:

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

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

C. Authority and Consultant desire to enter into this Agreement for Interim Chief Executive Officer services.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on Click here to enter beginning of term., and shall terminate on Click here to enter end of term., unless terminated earlier pursuant to Section 19 hereof or extended upon the written mutual agreement of the Parties.

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

3. COMPENSATION TO CONSULTANT
Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed Click here to enter amount of compensation in words. dollars based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

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

5. STANDARD OF CARE
Attachment C - CEA Standard Consultant Agreement 14
Consultant agrees to perform all services required by this Agreement in a manner commensurate with the prevailing standards for a ________________ consultant in California and agrees that all services shall be performed by qualified and experienced personnel.

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

7. NO RECOURSE AGAINST CONSTITUENT MEMBERS OF AUTHORITY.

Authority is organized as a Joint Powers Authority in accordance with the Joint Powers Act of the State of California (Government Code Section 6500 et seq.) pursuant to a Joint Powers Agreement dated November 4, 2019, and is a public entity separate from its constituent members.

Authority shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Contractor shall have no rights and shall not make any claims, take any actions or assert any remedies against any of Authority’s constituent members in connection with this Agreement.

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

9. HOLD HARMLESS AND INDEMNIFICATION
Consultant shall, to the fullest extent allowed by law indemnify, defend, and hold harmless the Authority and its members, officers, officials, agents, employees and volunteers from and against any and all liabilities, claims, actions, causes of action, demands, damages and losses whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, whether physical, emotional, consequential or otherwise, arising out of or related to the negligence or willful misconduct of Consultant or Consultant’s employees, officers, officials, agents or independent contractors in the performance of this Agreement, except where caused by the sole or active negligence or willful misconduct of Authority or its members, officers, officials, agents, employees and volunteers. Such costs and expenses shall include reasonable attorneys’ fees of counsel of Authority’s choice, expert fees and all other costs and fees of litigation. The acceptance of the services provided by this Agreement by Authority shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the services or termination of this Agreement.

Attachment C - CEA Standard Consultant Agreement 15

10. INSURANCE:

A. General Requirements. On or before the commencement of the term of this Agreement, Consultant shall furnish Authority with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit "D," which is attached hereto and incorporated herein by this reference. Such insurance and certificates, which do not limit Consultant’s indemnification obligations under this Agreement, shall also contain substantially the following statement:
"Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the Authority by certified mail, Attention: General Counsel." Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to Authority and licensed to do insurance business in the State of California. Endorsements naming the Authority as additional insured shall be submitted with the insurance certificates.

B. Subrogation Waiver. Consultant agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to its insurance for recovery. Consultant hereby grants to Authority, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or Authority with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of Consultant may acquire against Authority by virtue of the payment of any loss under such insurance.

C. Failure to secure or maintain insurance. If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, Authority shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.

D. Additional Insured. Authority, its members, officers, employees and volunteers shall be named as additional insureds under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.

E. Sufficiency of Insurance. The insurance limits required by Authority are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant.

F. Maximum Coverage and Limits. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the additional insureds. Furthermore, the requirements for coverage and limits shall be the minimum coverage and limits specified in this Agreement, or the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater.

Attachment C - CEA Standard Consultant Agreement 16

11. CONFLICT OF INTEREST
Consultant warrants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it will not employ any person having such an interest. Consultant agrees to advise Authority immediately if any conflict arises and understands that it will be required to fill out a conflict of interest form under Authority’s Conflict of Interest Code.

12. PROHIBITION AGAINST TRANSFERS
Consultant shall not assign, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of Authority.

Any attempt to do so without such consent shall be null and void, and any assignee, pledgee, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from Authority under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent.

Written notice of such assignment shall be promptly furnished to Authority by Consultant.

The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation or partnership.

13. SUBCONTRACTOR APPROVAL
Unless prior written consent from Authority is obtained, only those persons and subcontractors whose names are attached to this Agreement shall be used in the performance of this Agreement.

In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance in substantial conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement.

Consultant agrees to include within their subcontract(s) with any and all subcontractors the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor’s work. Subcontractors hired by Consultant shall agree to be bound to Consultant and Authority in the same manner and to the same extent as Consultant is bound to Authority under this Agreement. Subcontractors shall agree to include these same provisions within any sub-subcontract. Consultant shall provide a copy of the Indemnity and Insurance provisions of this Agreement to any subcontractor. Consultant shall require all subcontractors to provide valid certificates of insurance and the required endorsements prior to commencement of any work and will provide proof of compliance to Authority.

14. REPORTS
A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of Attachment C - CEA Standard Consultant Agreement 17
Authority. Consultant shall not copyright any Report prepared as part of the services required by this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of Authority, and all publication rights are reserved to Authority. Consultant may retain a copy of any Report furnished to the Authority pursuant to this Agreement.

B. Consultant shall, at such time and in such form as Authority may require, furnish reports concerning the status of services required under this Agreement.

D. All Reports also shall be provided in electronic format.

E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement that has not been publicly released shall be made available to any individual or organization by Consultant without prior approval by Authority.

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

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

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

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

TO AUTHORITY:

Clean Energy Alliance
Chief Executive Officer
1200 Carlsbad Village Drive
Carlsbad, CA 92008
TO CONSULTANT:

Click here to enter consultant name.

Click here to enter company name.

Click here to enter street number and street name.

Attachment C - CEA Standard Consultant Agreement 18
Click here to enter city, state, and zip code.

19. TERMINATION
In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If Consultant fails to cure the default within the time specified (which shall be not less than 10 days) and according to the requirements set forth in Authority’s written notice of default, and in addition to any other remedy available to the Authority by law, the Board of Directors of Authority may terminate the Agreement by giving Consultant written notice thereof, which shall be effective immediately. The Board of Directors also shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Consultant as provided herein. Upon receipt of any notice of termination, Consultant shall immediately discontinue performance.

Authority shall pay Consultant for services satisfactorily performed up to the effective date of termination. Upon termination, Consultant shall immediately deliver to the Authority any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by Consultant or given to Consultant, in connection with this Agreement.

Such materials shall become the property of Authority.

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

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

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

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

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

Attachment C - CEA Standard Consultant Agreement 19

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

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

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

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

NAME OF CONSULTANT
By: __________________________
Name:

Title:

CLEAN ENERGY ALLIANCE
A Joint Powers Authority
By: ___________________________
Name: Barbara Boswell
Title: Interim Chief Executive Officer
APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk
Attachment C - CEA Standard Consultant Agreement 20
Exhibit A
Scope of Services
Attachment C - CEA Standard Consultant Agreement 21
Exhibit B
Schedule of Performance
Task Due Date
Attachment C - CEA Standard Consultant Agreement 22
Exhibit C
Compensation
Authority shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below.

Compensation shall be calculated based on the hourly rates set forth below up to the not to exceed budget amount set forth below.

The compensation to be paid to Consultant under this Agreement for all services described in Exhibit “A” and reimbursable expenses shall not exceed a total of $50,000 dollars. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to Authority unless previously approved in writing by Authority.

Rates
Personnel Title Hourly
Invoices
Monthly Invoicing: In order to request payment, Consultant shall submit monthly invoices to the Authority describing the services performed and the applicable charges (including a summary of the work performed during that period, personnel who performed the services and hours worked).

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

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

Attachment C - CEA Standard Consultant Agreement 23
Exhibit D
Insurance Requirements and Proof of Insurance
Proof of insurance coverage described below is attached to this Exhibit, with Authority named as additional insured.

Consultant shall maintain the following minimum insurance coverage:

A. COVERAGE:
(1) Workers' Compensation:

Statutory coverage as required by the State of California. (2) Liability:

Commercial general liability coverage with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury and property damage.

ISO occurrence Form CG 0001 or equivalent is required.
(3) Automotive:

Comprehensive automotive liability coverage with minimum limits of $1,000,000 per accident for bodily injury and property damage. ISO Form CA 0001 or equivalent is required.
(4) Professional Liability
Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000.

Attachment C - CEA Standard Consultant Agreement 24
Staff Report
DATE: April 21, 2022
TO: Clean Energy Alliance Board of Directors
FROM: Barbara Boswell, Chief Executive Officer
ITEM 4: Consider Special Clean Energy Alliance Board Meeting on May 19, 2022, for Purpose of Reconsideration of the Circumstances of the COVID-19 State of Emergency to Determine Whether the Legislative Bodies of Clean Energy Alliance will Continue to Hold Meetings Via Teleconferencing and Making Findings Pursuant to Government Code Section 54943(e)

RECOMMENDATION
Schedule Special Clean Energy Alliance Board meeting on May 19, 2022, for purpose of reconsideration of the circumstances of the COVID-19 state of emergency to determine whether the legislative bodies of Clean Energy Alliance will continue to hold meetings via teleconferencing and making findings pursuant to Government Code Section 54943(e).

BACKGROUND AND DISCUSSION
Pursuant to Government Code Section 54943(e) (Code), Clean Energy Alliance (CEA) has been holding its Board and Community Advisory meetings remotely via video and telephonic means, which requires the Board to make findings pursuant to the Code every 30 days. With the cancelation of the April 28, 2022, regular Board Meeting, there is a need to schedule a special meeting prior to the May 26, 2022, regular Board meeting to make the Code finding.

The scheduling of a special Board meeting on May 19, 2022, will result in meeting the requirements of the Code.

FISCAL IMPACT
Costs related to the special meeting are included in the Fiscal Year 2021/2022 budget.

ATTACHMENTS
None