WHEREAS, this ordinance is exempt from the requirements of the California Environmental Quality Act ("CEQA") pursuant to the State CEQA Guidelines, as it is not a "project" and has no potential to result in a direct or reasonably foreseeable indirect physical change to the environment. (14 Cal. Code Regs. § 15378(a).) Further, the ordinance is exempt from CEQA as there is no possibility that the ordinance or its implementation would have a significant negative effect on the environment. (14 Cal.
Code Regs.§ 15061(b)(3).) The ordinance is also categorically exempt because it is an action taken by a regulatory agency to assure the maintenance, restoration, enhancement or protection of the environment. (14 Cal. Code Regs. § 15308.) The Planning Director shall cause a Notice of Exemption to be filed as authorized by CEQA and the State CEQA Guidelines.
NOW, THEREFORE, the City Council of the City of Del Mar, California, hereby ordains as follows:
SECTION ONE
That the recitals set forth above are true and correct and are incorporated as though fully set forth herein.
SECTION TWO
In order to provide businesses and residents within the jurisdictional boundaries of the City with a choice of electric service providers and with the benefits described in the recitals above, the City Council hereby elects pursuant to Public Utilities Code Section 366.2(c)(12) to implement a CCA program within the jurisdiction of the City of Del Mar, California, by participating in the CCA program of the Clean Energy Alliance, under the terms and conditions provided in its Joint Powers Agreement, on file with the City Clerk.
SECTION THREE
This Ordinance was introduced by the City Council on October 7, 2019.
SECTION FOUR
The City Clerk is directed to prepare and have published a summary of this Ordinance no less than five days prior to the consideration of its adoption and again within 15 days following adoption indicating votes cast.
SECTION FIVE
If any section, subsection, sentence, clause, phrase or portion of this Ordinance is, for any reason, held invalid or unconstitutional, such decision shall not affect the validity of the remaining portions of this Ordinance.
Ordinance No. 954
SECTION SIX
This Ordinance shall take effect and be in force on the thirtieth (30th) day from and after its final passage.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Del Mar, California, at the Regular Meeting held this 21st day of October, 2019.
David Druker, Mayor
City of Del Mar
APPROVED AS TO FORM:
ATTEST AND CERTIFICATION:
STATE OF CALIFORNIA
COUNTY OF SAN DIEGO
CITY OF DEL MAR
I, ASHLEY JONES, Administrative Services Director/City Clerk of the City of Del Mar, California, DO HEREBY CERTIFY, that the foregoing is a true and correct copy of Ordinance No. 954, which has been published pursuant to law, and adopted by the City Council of the City of Del Mar, California, at a Regular Meeting held the 21st day of October, 2019, by the following vote:
AYES: Mayor Druker, Deputy Mayor Haviland, Council Members Gaasterland, Parks and Worden
NOES: None
ABSENT: None
ABSTAIN: None
Ashley Jones, Ao imi trative Services
Director/ City Cieri<
City of Del Mar
RESOLUTION NO.2019-52
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DEL
MAR APPROVING AND AUTHORIZING THE EXECUTION OF
THE JOINT EXERCISE OF POWERS AGREEMENT CREATING
THE CLEAN ENERGY ALLIANCE
WHEREAS, Section 6500 et seq. of the Government Code authorizes the joint exercise by two or more public agencies of any power common to them as a Joint Powers Authority ("JPA"); and
WHEREAS, Public Utilities Code Section 366.2(c)(12) specifically authorizes two or more cities and counties to conduct a Community Choice Aggregation ("CCA") program through the creation of a Joint Powers Authority; and
WHEREAS, the creation of a JPA would allow its members to share resources and jointly provide and achieve the environmental and economic benefits of a CCA program on a regional basis; and
WHEREAS, on October 3, 2016, the Del Mar City Council approved Resolution 2016-52 stating the City's interest in exploring the feasibility of a CCA program; and WHEREAS, since January 2018, the City of Del Mar ("City"), working in cooperation with other cities in northern San Diego County, has been actively investigating the feasibility of commencing CCA service for electric customers within the City, with the objective of addressing climate change by reducing energy-related greenhouse gas emissions, promoting electrical rate price stability and cost savings and fostering consumer choice and local economic benefits such as job creation, local energy programs and local renewable energy development; and
WHEREAS, on April 15, 2019, the Del Mar City Council received the final North San Diego County Cities Community Choice Energy Technical Feasibility Study, dated March 28, 2019 ("Feasibility Study"); and
WHEREAS, the Feasibility Study, which determined that a CCA program would be both technically and financially feasible, examined a number of organizational structures by which a CCA program could be implemented including a JPA; and WHEREAS, the City of Del Mar ("City") desires to enter into a JPA Agreement ("Agreement") to establish the Clean Energy Alliance along with the Founding Members identified in the Agreement, and any additional members approved by the JPA Board in the future.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Del Mar, California, that:
1. The Joint Exercise of Powers Agreement creating the Clean Energy Alliance ("CEA") is hereby approved, and the City Manager is authorized to execute the Resolution No. 2019-52
Agreement in substantially the form attached to the Staff Report as Attachment B, together with minor technical or clerical corrections, if any.
2. Staff is authorized and directed to take such further actions as may be necessary and appropriate to implement the intent and purposes of this Resolution.
3. This Resolution and the creation of the CEA is exempt from the requirements of the California Environmental Quality Act ("CEQA"), as it involves organizational and administrative activities of government that will not result in direct or indirect physical changes on the environment, and therefore is not considered a "project." (14 Cal. Code Regs.§ 15378(b)(5).)
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Del Mar, California at the Regular Meeting held this 7th day of October, 2019.
Dave Druker, Mayor
City of Del Mar
Resolution No. 2019-52
APPROVED AS TO FORM:
Les
City
ATTEST AND CERTIFICATION:
STATE OF CALIFORNIA
COUNTY OF SAN DIEGO
CITY OF DEL MAR
I, ASHLEY JONES, Administrative Services Director/City Clerk of the City of Del Mar, California, DO HEREBY CERTIFY, that the foregoing is a true and correct copy of Resolution No. 2019-52 adopted by the City Council of the City of Del Mar, California, at a Regular Meeting held the 7th day of October 2019, by the following vote:
AYES: Mayor Druker, Deputy Mayor Haviland, Council Members Parks and Worden
NOES: Council Member Gaasterland
ABSENT: None
ABSTAIN: None
Ashley Jones, Ad
Director/City Clerk
City of Del Mar
rative Services
RESOLUTION 2019-136
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SOLANA BEACH, CALIFORNIA, APPROVING AND
AUTHORIZING THE EXECUTION OF THE JOINT
EXERCISE OF POWERS AGREEMENT CREATING THE
CLEAN ENERGY ALLIANCE
WHEREAS, Section 6500 et seq. of the Government Code authorizes the joint exercise by two or more public agencies of any power common to them as a Joint Powers Authority ("JPA''); and
WHEREAS, Public Utilities Code Section 366.2(c)(12) specifically authorizes two or more cities and counties to conduct a Community Choice Aggregation (CCA) program through the creation of a Joint Powers Authority; and
WHEREAS, the creation of a JPA would allow its members to share resources and jointly provide and achieve the environmental and economic benefits of a CCA program on a regional basis; and
WHEREAS, the City of Solana Beach desires to enter into a Joint Exercise of Powers Agreement to establish the Clean Energy Alliance Community Choice Energy Authority along with the cities of Carlsbad and Del Mar, and any additional members approved by the JPA Board in the future.
NOW, THEREFORE, the City Council of the City of Solana Beach hereby resolves as follows:
1. That the foregoing recitations are true and correct.
2. The Joint Exercise of Powers Agreement creating the Clean Energy Alliance ("CEA") is hereby approved, and the City Manager is authorized to execute the Agreement in substantially the form attached hereto as Exhibit A, together with minor technical or clerical corrections, if any.
3. City Manager, or his designee, is authorized and directed to take such further actions as may be necessary and appropriate to implement the intent and purposes of this Resolution.
Resolution 2019-136
Clean Energy Alliance JPA
4. This Resolution and the creation of CEA is exempt from the requirements of the California Environmental Quality Act (CEQA), as it involves organizational and administrative activities of government that will not result in direct or indirect physical changes on the environment, and therefore is not considered a "project." (14 Cal. Code Regs. § 15378(b)(5).)
PASSED AND ADOPTED this 9th day of October 2019, at a regularly scheduled meeting of the City Council of the City of Solana Beach, California by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Councilmembers - Zito, Edson, Hegenauer, Becker
Councilmembers - None
Councilmembers - Harless
Councilmembers - None
DAVID A. ZITO, Mayor
APPROVED AS TO FORM:
NA N_. CANLAS, City Attorney
Exhibit A
Resolution 2019-136
Clean Energy Alliance Joint Powers Agreement
Effective _
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CLEAN ENERGY ALLIANCE JOINT POWERS AGREEMENT
This Joint Powers Agreement (the "Agreement"), effective as of ,ismade by the Founding Members of the Clean Energy Alliance and entered into pursuant to the provisions of Title l, Division 7, Chapter 5, .Article l (Section 6500 et seq.) of the California Government Code relating to the joint exercise of powers among the public agencies set forth in Exhibit B.
RECITALS
1. The Parties are public agencies sharing various powers under California law, including but not limited to the power to purchase, supply, and aggregate electricity for themselves and their customers.
2. SB 350, adopted in 2015, mandates a reduction in greenhouse gas emissions to 40 percent below I990 levels by 2030 and to 80 percent below 1990 levels by 2050. In 20l8, the State Legislature adopted SB 100, which directs the Renewable Portfolio Standard to be increased to 60% renewable by 2030 and establishes a policy for eligible renewable energy resources and zero-carbon resources to supply 100 percent of electricity retail sales to California end-use customers by 2045.
3. The purposes for the Founding Members {as such term is defined in Exhibit A) entering into this Agreement include procuring/developing electrical energy for customers in participating jurisdictions, addressing climate change by reducing energy-related greenhouse gas emissions, promoting electrical rate price stability and cost savings, and fostering consumer choice and local economic benefits such as job creation, local energy programs and local power development. It is the intent of this Agreement to promote the development and use of a wide range of renewable energy sources and energy efficiency programs, including but not limited to state, regional, and local solar and wind energy production and energy storage.
4. The Parties to this Agreement desire to establish a separate public agency, known as the Clean Energy Alliance ("Authority"), 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.
5. The Founding Members have each adopted an ordinance electing to implement through the Authority a Community Choice Aggregation program pursuant to California Public Utilities Code Section 366.2 ("CCA Program"). The first priority of the Authority will be the consideration of those actions necessary to implement the CCA Program on behalf of participating jurisdictions.
6. By establishing the Authority, the Parties seek to:
(a) Provide electricity service to residents and businesses located within the jurisdictional boundaries of the public agencies that are members of the Authority in a responsible, reliable, innovative, and efficient manner; -3 -
(b) Provide electric generation rates to all ratepayers that are competitive with those offered by the Investor Owned Utility, San Diego Gas & Electric (SDG&E), for similar products with a target generation rate at least 2 percent below SDG&E's base product generation rate;
(c) Offer a mix of energy products for standard commodity electric service that provide a cleaner power portfolio than that offered by SDG&E for similar service and other options, including a 90 percent and a 100 percent renewable content options in which communities and customers may "opt-up" and voluntarily participate, with the ultimate objective of achieving- and sustaining-the Climate Action Plan goals of the Parties, at competitive rates;
(d) Develop an aggregate electric supply portfolio with overall lower greenhouse gas (GHG) emissions than SDG&E, and one that supports near-term achievement of the Parties' greenhouse gas reduction goals and renewable electricity goals; (e) Promote an energy portfolio that incorporates energy efficiency and demand response programs and pursues ambitious energy consumption reduction goals; (f) Pursue the procurement of local generation of renewable power developed by or within member jurisdictions with an emphasis on local jobs, where appropriate, without limiting fair and open competition for projects or programs implemented by the Authority;
(g) Provide a range of energy product and program options, available to all Parties and customers, that best serve their needs, their local communities, and support regional sustainability efforts;
(h) Support low-income households having access to special utility rates including California Alternative Rates for Energy (CARE) and Family Electric Rate Assistance (FERA) programs;
(i) Use discretionary program revenues to support the Authority's long-term financial viability, enhance customer rate stability, and provide all Parties and their customers with access to innovative energy programs, projects and services throughout the jurisdiction of the Authority; and
(j) Create an administering Authority that seeks to maximize economic benefits and is financially sustainable, well-managed and responsiv to regional and local priorities.
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:
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1. DEFINITIONS AND EXIDBITS
1.1 Definitions. Capitalized terms used in this Agreement shall have the meanings 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 Founding Members
2. FORMATION OFTHE COMMUNITY CHOICE ENERGY AUTHORITY
2.1 Effective Date and Term. This Agreement shall become effective and the Authority shall exist as a separate public agency on the date this Agreement is executed by at least three Founding Members 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 the Agreement is terminated in accordance with Section 8.4 (Mutual Termination), subject to the rights of the Parties to withdraw from the Authority under Section 8.1.
2.2 Formation of the Authority. Under the Act, the Parties hereby create a separate joint exercise of power agency named the Clean Energy Alliance. Pursuant to Sections 6506 and 6507 of the Act, the Authority is a public agency separate from the Parties. The jurisdiction of the Authority shall be all territory within the geographic boundaries of the Parties; however, the Authority may, as authorized under applicable law, undertake any action outside such geographic boundaries as is necessary to the accomplishment of its purpose.
2.3 Purpose. The purpose of this Agreement is to establish the Authority, to provide for its governance and administration, and to define the rights and obligations of the Parties. This Agreement authorizes the Authority to provide opportunities by which the Parties can work cooperatively to create economies of scale and implement sustainable energy initiatives that reduce energy demand, increase energy efficiency, and advance the use of clean, efficient, and renewable resources in the region for the benefit of aU the Parties and their constituents, including, but not limited to, establishing and operating a CCA Program.
2.4 Addition of Parties. After the initial formation of the Authority and prior to October I, 2020, any incorporated municipality, county, or other public agency authorized to be a community choice aggregator under Public Utilities Code Section 331.1 and located within the service territory of SDG&E may become a member of the Authority if it has completed a positive CCE Feasibility Study, adopted a CCA ordinance pursuant to Public Utilities Code Section 366.2(c)(l2), approved and executed this Agreement, and paid or agrees to pay its share of the Initial Costs pursuant to Section 7.3.2 of this Agreement. Notwithstanding the foregoing, such public agency may be denied membership in the Authority if the -5 -
Board detennines within 60 days after the submittal of the CCE Feasibility Study that the addition of the public agency would create an undue risk or financial burden to the Authority or to the achievement of the CAP goals of the Parties.
On or after October I, 2020, any incorporated municipality, county, or other public agency authorized to be a community choice aggregator under Public Utilities Code Section 331.1 and located within the service territory of SDG&E may apply to and become a member of the Authority if all the following conditions are met:
2.4.l Adoption of a resolution by a two-thirds vote of the entire Board authorizing membership in the Authority;
2.4.2 Adoption by the proposed member of a CCA ordinance as required by Public Utilities Code Section 366.2(c)(l2) and approval and execution of this Agreement and other necessary program agreements by the proposed member;
2.4.3 Payment of a membership fee, if any, as may be required by the Board to cover Authority costs incurred in connection with adding the new party; and
2.4.4 Satisfaction of any other conditions established by the Board.
2.5 Continuing Participation. The Parties acknowledge that membership in the Authority may change by the addition, withdrawal and/or termination of Parties.
The Parties agree to participate with such other Parties as may later be added by the Board, as described in Section 2.4 (Addition of Parties) of this Agreement.
The Parties also agree that the withdrawal or termination of a Party shall not affect this Agreement or the remaining Parties' continuing obligations under this Agreement.
3. POWERS
3.1 General Powers. The Authority shall have the powers common to the Parties which are necessary or appropriate to the accomplishment of the purposes of this Agreement, subject to the restrictions set forth in Section 3.4 (Limitation on Powers) of this Agreement.
3.2 Specific Powers. Specific powers of the Authority shall include, but not be limited to, each of the following powers, which may be exercised at the discretion of the Board:
3.2.l make and enter into contracts;
3.2.2 employ agents and employees, including but not limited to a Chief Executive Officer;
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3.2.3 acquire, own, contract, manage, maintain, and operate any buildings, public works, improvements or other assets including but not limited to public electric generation resources;
3.2.4 acquire property for the public purposes of the Authority by eminent domain, or otherwise, except as limited under Section 6508 of the Act and Sections 3.6 and 4.12.3 of this Agreement, and to hold or dispose of any property; provided, however, the Authority shall not exercise the power of eminent domain within the jurisdiction of a Party without its affirmative vote under Section 4. \2.2;
3.2.5 lease any property;
3.2.6 sue and be sued in its own name;
3.2.7 incur debts, liabilities, and obligations, including but not limited to loans from private lending sources pursuant to its temporary borrowing powers authorized by law pursuant to Government Code Section 53850 et seq. and authority under the Act;
3.2.8 issue revenue bonds and other forms of indebtedness;
3.2.9 apply for, accept, and receive all licenses, permits, grants, loans or other aids from any federal, state or local public agency;
3.2.10 form independent corporations or entities, if necessary, to carry out energy supply and energy conservation programs;
3.2.1l submit documentation and notices, register, and comply with applicable orders, tariffs and agreements for the establishment and implementation of the CCA Program and other energy programs;
3.2.12 adopt rules, regulations, policies, bylaws and procedures governing the operation of the Authority;
3.2.13 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;
3.2.14 receive revenues from sale of electricity and other energy-related programs; and
3.2.15 Partner or otherwise work cooperatively with other CCA's on the acquisition of electric resources, joint programs, advocacy and other efforts in the interests of the Authority.
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3.3 Additional Powers to be Exercised. In addition to those powers common to each of the Parties, the Authority shall have those powers that may be conferred upon it by law and by subsequently enacted legislation.
3.4 Limitation on Powers. As required by Section 6509 of the Act, the powers of the Authority are subject to the restrictions upon the manner of exercising power possessed by the City of Solana Beach and any other restrictions on exercising the powers of the Authority that may be adopted by the Board.
3.5 Obligations of the Authority. The debts, liabilities, and obligations of the Authority shall not be the debts, liabilities, and obligations of any of the Parties unless a Party agrees in writing to assume any of the debts, liabilities, and obligations of the Authority with the approval of its Governing Body, in its sole discretion. A Party that has not agreed in writing, as duly authorized by its Governing Body, to assume an Authority debt, liability, or obligation shall not be responsible in any way for such debt, liability, or obligation, regardless of any action by the Board. Further, the debts, liabilities and obligations of the City of Solana Beach related to or arising from its existing CCA program, commonly known as the Solana Energy Alliance, shall not be the debts, liabilities or obligations of the Authority or any of the Parties except the City of Solana Beach unless the Board approves assuming specific contracts entered into by the City of Solana Beach. Any such contracts assumed by the Authority shall be obligations of the Authority only and not of any of the Parties. Notwithstanding Sections
4.12.1 and 9.8 of this Agreement, this Section 3.5 shall not be amended or its liability limitations otherwise modified by an amendment to another part of this Agreement unless such amendment is approved by the Governing Body of each Party.
3.6 Compliance with Local Zoning and Building Laws. Notwithstanding any other provisions of this Agreement or state law, any facilities, buildings, structures or other projects (the "project") developed, constructed or installed or caused to be developed, constructed or installed by the Authority within the territory of the Authority (which consists of the territorial jurisdiction of the Parties) shall comply with the General Plan, zoning, land use regulations, building laws and any applicable local Coastal Plan of the local jurisdiction within which the project is located.
3.7 Compliance with the Political Reform Act and Government Code Section 1090. The Authority and its officers and employees shall comply with the Political Reform Act (Government Code Section 81000 et seq.) and Government Code Section 1090 et seq. The Board shall adopt a Conflict of Interest Code pursuant to Government Code Section 87300. The Board may adopt additional conflict of interest regulations in the Operating Policies and Procedures.
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4. GOVERNANCE
4.l Board of Directors.
4.1.l The Governing Body of the Authority shall be a Board of Directors ("Board") consisting of one Director for each Party appointed in accordance with Section 4.2 (Appointment and Removal of Directors) of this Agreement.
4.1.2 Each Director must be a member of the Governing Body of the appointing Party. Each Director shall serve at the pleasure of the Governing Body of the Party that appointed such Director and may be removed as Director by such Governing Body at any time. If at any time a vacancy occurs on the Board, then a replacement shall be appointed to fill the position of the previous Director within 45 days after the date that position becomes vacant.
4.1.3 The Governing Body of each Party also shall appoint an alternate to serve in the absence of the primary Director. The alternate also shall be a member of the Governing Body of the appointing Party. The alternate shall have all the rights and responsibilities of the primary Director when serving in his/her absence.
4.1.4 Any change to the size and composition of the Board other than what is described in this section shall require an amendment of this Agreement in accordance with Section 4.12.
4.2 Appointment and Removal of Directors. The Directors shall be appointed and may be removed as follows:
4.2.1 The Governing Body of each Party shall appoint and designate in writing one regular Director, who shall be authorized to act for and on behalf of the Party on matters within the powers of the Authority. The Governing Body of each Party shall appoint and designate in writing one alternate Director who may vote on matters when the regular Director is absent from a Board meeting. The alternate Director may vote on matters in committee, chair committees, and fully participate in discussion and debate during meetings. All Directors and alternates shall be subject to the Board's adopted Conflict of Interest Code.
4.2.2 A Director may be removed by the Board for cause in accordance with procedures adopted by the Board. Cause shall be defined for the purposes of this section as follows:
a. Unexcused absences from three consecutive Board meetings. b. Unauthorized disclosure of confidential information or documents from a closed session or the unauthorized disclosure of information -9 -
or documents provided to the Director on a confidential basis and whose public disclosure may be harmful to the interests of the Authority.
c. Violation of any ethics policies or code of conduct adopted by the Board.
Notwithstanding the foregoing, no Party shall be deprived of its right to seat a Director on the Board and any such Party for which its Director and/or alternate Director has been removed may appoint a replacement.
4.3 Director Compensation. The Board may adopt by resolution a policy relating to the compensation or expense reimbursement of its Directors.
4.4 Terms of Office. Each Party shall determine the term of office for its regular and alternate Director.
4.5 Purpose of Board. The general purpose of the Board is to:
4.5.l Provide structure for administrative and fiscal oversight;
4.5.2 Retain a Chief Executive Officer to oversee day-to-day operations of the Authority;
4.5.3 Retain legal counsel;
4.5.4 Identify and pursue funding sources;
4.5.5 Set policy;
4.5.6 Optimize the utilization of available resources; and
4.5.7 Oversee all Committee activities.
4.6 Specific Responsibilities of the Board. The specific responsibilities of the Board shall be as follows:
4.6.1 Formulate and adopt an annual budget prior to the commencement of the fiscal year;
4.6.2 Develop and implement a financing and/or funding plan for ongoing Authority operations and capital improvements, if applicable;
4.6.3 Retain necessary and sufficient staff and adopt personnel and compensation policies, rules and regulations;
4.6.4 Adopt policies for procuring electric supply and operational needs such as professional services, equipment and supplies;
-10.
4.6.5 Develop and implement a Strategic Plan to guide the development, procurement, and integration of renewable energy resources consistent with the intent and priorities identified in this Agreement;
4.6.6 Establish standing and ad hoc committees as necessary;
4.6.7 Set retail rates for power sold by the Authority and set charges for any other category of retail service provided by the Authority;
4.6.8 Wind down and resolve all obligations of the Authority in the event the Authority is terminated pursuant to Section 8.2;
4.6.9 Conduct and oversee Authority operational audits at intervals not to exceed three years including review of customer access to Authority programs and benefits, where applicable;
4.6.10 Arrange for an annual independent fiscal audit;
4.6.11 Adopt such bylaws, rules and regulations necessary or desirable for the purposes set forth in this Agreement and consistent with this Agreement;
4.6.12 Exercise the Specific Powers identified in Sections 3.2 and 4.6 except as those which the Board may elect to delegate to the Chief Executive Officer; and
4.6.13 Discharge other duties as appropriate or necessary under this Agreement or required by law.
4.7 Startup Responsibilities. The Authority shall promptly act on the following matters:
4.7.l Oversee the preparation of, adopt, and update an implementation plan for electrical load aggregation pursuant to Public Utilities Code Section 366.2(c)(3);
4.7.2 Prepare a statement of intent for electrical load aggregation pursuant to Public Utilities Code Section 366.2(c)(4);
4.7.3 Obtain financing and/or funding as is necessary to support start up and ongoing working capital for the CCA Program; and
4.7.4 Acquire and maintain insurance in accordance with Section 9.3.
4.8 Meetings and Special Meetings of the Board. The Board shall hold at least four regular meetings per year, but the Board may provide for the holding of regular meetings at more frequent intervals. The date, hour, and place of each regular meeting shall be fixed annually by resolution of the Board. The location of regular meetings may rotate for the convenience of the Parties, subject to Board -1l -
approval and availability of appropriate meeting space. Regular meetings may be adjourned to another meeting time. Special meetings of the Board may be called in accordance with the provisions of Government Code Section 54956. Directors may participate in meetings telephonically, with full voting rights, only to the extent permitted by law. Board meeting agendas generally shall be set, in consultation with the Board Chair, by the Chief Executive Officer appointed by the Board pursuant to Section 5.5. The Board itself may add items to the agenda upon majority vote pursuant to Section 4.11.l.
4.9 Brown Act Applicable. All meetings of the Board shall be conducted in accordance with the provisions of the Ralph M. Brown Act (Government Code Section 54950, et seq.).
4.10 Quorum. A simple majority of the Directors shall constitute a quorum. No actions may be taken by the Board without a quorum of the Directors present.
4.11 Board Voting. Except for matters subject to Special Voting under Section 4.12, Board action shall require the affirmative votes of a majority of the Directors on the entire Board. The consequence of a tie vote shall be "no action" taken.
4.12 Special Voting.
4.12.1 The affirmative vote of two-thirds of the Directors of the entire Board shall be required to take any action on the following:
(a) Issuing bonds or other forms of debt;
(b) Adding or removing Parties or removing Directors; and (c) Amending or terminating this Agreement or adopting or amending the bylaws of the Authority except as provided in Sections 3.5 and
4.12.3. At least 30 days advance written notice to the Parties shall be provided for such actions. Such notice shall include a copy of any proposed amendment to this Agreement or the bylaws of the Authority. The Authority shall also provide prompt written notice to all Parties of the action taken and attach the adopted amendment, resolution or agreement.
4.12.2 An affirmative vote of three-fourths of the entire Board shall be required to initiate any action for Eminent Domain and no eminent domain action shall be approved within the jurisdiction of a Party without the affirmative vote of such Party's Director.
4.12.3 An unanimous vote of the entire Board shall be required to amend the following provisions in this Agreement
(a) Section 2.3 (Purpose of Agreement)
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(b) Section 3.6 (Compliance with Local Zoning)
(c) Sections 4.11 and 4.12 (Voting Requirements)
(d) Section 4.12.2 (Eminent Domain)
(e) Section 6.5 (Power Supply Requirements)
(f) Section 6.6 (Solana Energy Alliance Transition)
5. INTERNAL ORGANIZATION
5.1 Elected and Appointed Officers. For each fiscal year, the Board shall elect a Chair and Vice Chair from among the Directors and shall appoint a Secretary and a Treasurer as provided in Government Code section 6505.5. No Director may hold more than one such office at any time. Appointed officers shall not be elected officers of the Board.
5.2 Chair and Vice Chair. For each fiscal year, the Board shall elect a Chair and Vice Chair from among the Directors. 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 Chair shall be the presiding officer of all Board meetings, and the Vice Chair shall serve in the absence of the Chair. The Chair shall perform duties as may be required by the Board. In the absence of the Chair, the Vice-Chair shall perform all of the Chair's duties. The office of the Chair or Vice Chair shall be declared vacant and a new selection shall be made if: (a) the person serving dies, resigns, 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 pursuant to the provisions of this Agreement. Upon a vacancy, the position shall be filled at the next regular meeting of the Board held after such vacancy occurs or as soon as prachcab\e thereafter.
5.3 Secretary. The Board shall appoint a qualified person who is not on the Board to serve as Secretary. The Secretary shall be responsible for keeping the minutes of all meetings of the Board and all other office records of the Authority. If the appointed Secretary is an employee of any Party, such Party shall be entitled to reimbursement for any documented out of pocket costs it incurs in connection with such employee's service as Secretary of the Authority, and full cost recovery for any documented hours of service provided by such employee during such Party's normal working hours.
5.4 Treasurer/Chief Financial Officer and Auditor. The Board of Directors shall appoint a Treasurer who shall function as the combined offices of Treasurer and Auditor and shall strictly comply with the statutes related to the duties and responsibilities specified in Section 6505.5 of the Act. The Treasurer for the Authority shall be the depository and have custody of all money of the Authority from whatever source and shall draw all warrants and pay demands against the -13 -
Authority as approved by the Board. The Treasurer shall cause an independent audit(s) of the finances of the Authority 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 Board and shall comply with the requirements of treasurers of incorporated municipalities. The Board may transfer the responsibilities of Treasurer to any qualified person or entity as the law allows at the time. The duties and obligations of the Treasurer are further specified in Section 7. The Treasurer shall serve at the pleasure of the Board. If the appointed Treasurer is an employee of any Party, such Party shall be entitled to reimbursement for any documented out of pocket costs it incurs in connection with such employee's service as Treasurer of the Authority, and full cost recovery for any documented hours of service provided by such employee during such Party's normal working hours.
5.5 Chief Executive Officer. The Board shall appoint a Chief Executive Officer for the Authority, who shall be responsible for the day-to-day operation and management of the Authority and the CCA Program. The Chief Executive Officer may not be an elected member of the Board or otherwise represent any Party to the Authority. The Chief Executive Officer may exercise all powers of the Authority, except those powers specifically reserved to the Board, including but not limited to those set forth in Section 4.6 (Specific Responsibilities of the Board) of this Agreement or the Authority's bylaws, or those powers which by law must be exercised by the Board. The Chief Executive Officer may enter into and execute power purchase agreements and other contracts, in accordance with criteria and policies established by the Board.
5.6 General Counsel. The Board shall appoint a qualified person to act as the Authority's General Counsel, who shall not be a member of the Board, or an elected official or employee of a Party.
5.7 Bonding of Persons Having Access to Property. Pursuant to the Act, the Board shall designate the public officer or officers or person or persons who have charge of, handle, or have access to any property of the Authority exceeding a value as established by the Board, and shall require such public officer or officers or person or persons to file an official bond in an amount to be fixed by the Board.
S.8 Privileges and Immunities from Liability. Ail of the privileges and immunities from liability, exemption from laws, ordinances and rules, all pension, relief, disability, workers' compensation and other benefits which apply to the activities of officers, agents or employees of a public agency when performing their respective functions shall apply to the officers, agents or employees of the Authority to the same degree and extent while engaged in the performance of any of the functions and other duties of such officers, agents or employees under this Agreement. None of the officers, agents or employees directly employed by the Board shall be deemed, by reason of their employment by the Authority to be employed by the Parties or by reason of their employment by the Authority, to be subject to any of the requirements of the Parties.
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5.9 Commissions, Boards and Committees. The Board may establish any advisory commissions, boards, and committees as the Board deems appropriate to assist the Board in carrying out its functions and implementing the CCA Program, related energy programs, and the provisions of this Agreement. To the extent possible, the commissions, boards, and committees should have equal representation from each Party. The Board may establish criteria to qualify for appointment on its commissions, boards, and committees. The Board may establish rules, regulations, policies, or procedures to govern any such commissions, boards, or committees and shall determine whether members shall be entitled to reimbursement for expenses. The meetings of the commissions, boards, or committees shall be held in accordance with the requirements of the Ralph M.
Brown Act, as applicable.
6. IMPLEMENTATION ACTION AND AUTHORITY DOCUMENTS
6.l Preliminary Implementation of the CCA Program.
6.1.l Enabling Ordinance. In addition to the execution of this Agreement, each Party shall adopt an ordinance in accordance with Public Utilities Code Section 366.2(c)(l2) for the pull)ose of specifying that the Party intends to implement a CCA Program by and through its participation in the Authority.
6.1.2 Implementation Plan. The Authority shall secure Board approval of an Implementation Plan meeting the requirements of Public Utilities Code Section 366.2 and any applicable Public Utilities Commission regulations, and consistent with the terms of this Agreement, as soon after the Effective Date as reasonably practicable but no later than December 31, 2019.
6.2 Authority Documents. The Parties acknowledge and agree that the affairs of the Authority will be implemented through various documents duly adopted by the Board through Board resolution or minute action, including but not necessarily limited to operational procedures and policies, the annual budget, and specific plans such as a local renewable energy development and integration plan and other policies defined as the Authority Documents by this Agreement. All such Authority Documents shall be consistent with and designed to advance the goals and objectives of the Authority as expressed in this Agreement. The Parties agree to abide by and comply with the terms and conditions of all such Authority Documents that may be adopted by the Board, subject to the Parties' right to withdraw from the Authority as described in Section 8 (Withdrawal and Termination) of this Agreement.
6.3 Integrated Resource Plan and Regulatory Compliance. The Authority shall cause to be prepared an Integrated Resource Plan in accordance with California Public Utilities Commission regulations, and consistent with the terms of this Agreement, that will ensure the long-term development and administration of a -15 -
variety of energy programs that promote local renewable resources, conservation, demand response, and energy efficiency, while maintaining compliance with other regulatory requirements including the State Renewable Portfolio Standard (RPS) and customer rate competitiveness.
6.4 Renewable Portfolio Standards. The Authority shall provide its customers energy primarily from Category I and Category 2 eligible renewable resources, as defined under the California RPS and consistent with the goals of the CCA Program. The Authority shall avoid the procurement of energy from Category 3 eligible renewable resources (unbundled Renewable Energy Credits or RECs) to the extent feasible. The Authority's ultimate objective shall be to achieve- and sustain-a renewable energy portfolio with I00 percent renewable energy availability and usage, at competitive rates, within the Authority service territory by no later than 2035, and then beyond.
6.5 Power Supply Requirements. The Authority's power supply base product will be greater than or equal to 50% qualified renewable resources. The Board shall establish product options with higher renewable and/or GHG-free content that each Party may select (such as 75% or l 00% renewable content). In no event will the Authority's power supply base product contain a lesser amount of renewable resources than the base product provided by SDG&E to its customers.
Power supply options established by the Board will allow each Party the flexibility to achieve its CAP goals without impeding any other Party from doing the same.
6.6 Continuation and Transition of City of Solana Beach's Existing CCA Program. The City of Solana Beach has been operating a CCA program within its jurisdiction since 2018. The City of Solana Beach shall be permitted to continue to operate its existing CCA program until the Authority's CCA Program commences service to customers within the jurisdiction of the City of Solana Beach. The transition of CCA customers within the City of Solana Beach to the Authority's CCA Program shall be implemented in accordance with the Authority's implementation plan approved by the Board and certified by the CPUC and any policies and requirements established by the Board.
7. FINANCIAL PROVISIONS
7.l Fiscal Year. The Authority's fiscal year shall be 12 months commencing July I and ending June 30. The fiscal year may be changed by Board resolution.
7.2 Depository.
7.2.1 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 any other person or entity.
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7.2.2 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 and duplication by the Parties at all reasonable times. Annual financial statements shall be prepared in accordance with Generally Accepted Accounting Principles of the United States of America within 6 months of the close of the fiscal year. The Board shall contract with a certified public accountant to make an annual audit of the financial statements of the Authority, which shall be conducted in accordance with the requirements of Section 6505 of the Act.
7.2.3 All expenditures shall be made in accordance with the approved budget and upon the approval of any officer so authorized by the Board in accordance with its policies and procedures.
7.3 Budget and Recovery Costs.
7.3.1 Budget. The initial budget shall be approved by the 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 prepared and approved by the Board in accordance with its fiscal management policies that should include a deadline for approval.
7.3.2 Funding of Initial Costs. The Initial Costs of establishing the Authority and implementing its CCA Program shall be divided equally among the Founding Members. In the event that the CCA Program becomes operational, these Initial Costs paid by the Founding Members shall be included in the customer charges for electric services to the extent permitted by law. The Authority may establish a reasonable time period over which such costs are recovered and reimbursed to the Founding Members. In the event that the CCA Program does not become operational, the Founding Members shall not be entitled to any reimbursement of the Initial Costs they have paid from the Authority or any Party.
7.3.3 CCA Feasibility and Governance Report Costs. In the event that the CCA Program becomes operational, any costs incurred by the Parties in preparing CCA Feasibility or Governance Reports in connection with establishing the Authority shall be included in the customer charges for electric services to the extent permitted by law. The Authority may establish a reasonable time period over which such costs are recovered and reimbursed to the Parties that incurred such costs. In the event that the CCA Program does not become operational, no Party shall be entitled to any reimbursement of these costsfrom the Authority or any Party. -17 -
7.3.4 Program Costs. The Parties intend that all costs incurred by the Authority that are directly or indirectly attributable to the provision of electric or other services under the CCA Program, including the establishment and maintenance of various reserve and performance funds, shall be recovered through appropriate charges to CCA customers receiving such services.
7.3.5 No Requirement for Contributions or Payments. Parties are not required under this Agreement to make any financial contributions or payments to the Authority, and the Authority shall have no right to require such a contribution or payment unless expressly set forth herein (for example, as provided in Section 2.4.3, with respect to Additional Members, Section
7.3.2 with respect to Initial Costs and Section 8.1, with respect to Withdrawal), or except as otherwise required by law.
Notwithstanding the foregoing, a Party may voluntarily enter into an agreement with the Authority to provide the following:
(a) contributions of public funds for the purposes set forth in this Agreement;
(b) advances of public fonds for the purposes set forth in this Agreement, such advances to be repaid as provided by such written agreement; or
(c) its personnel, equipment or property in lieu of other contributions or advances.
No Party shall be required, by or for the benefit of the Authority, to adopt any local tax, assessment, fee or charge under any circumstances.
7.4 Accounts and Reports. The Treasurer shall establish and maintain such funds and accounts as may be required by good accounting practice or by any provision of any trust agreement entered into with respect to the proceeds of any bonds issued by the Authority. The books and records of the Authority in the hands of the Treasurer shall be open to inspection and duplication at all reasonable times by duly appointed representatives of the Parties. The Treasurer, within I80 days after the close of each fiscal year, shall give a complete written report of all financial activities for such fiscal year to the Parties. The Treasurer shall cooperate with all audits required by this Agreement.
7.5 Funds. The Treasurer shall receive, have custody of and/or disburse Authority funds in accordance with the laws applicable to public agencies and generally accepted accounting practices, and shall make the disbursements required by this Agreement in order to carry out any of the purposes of this Agreement.
7.6 Discretionary Revenues. The Board shall establish policies concerning the expenditure of discretionary revenues. As determined by the Board in such policies, discretionary revenues may be used to (I) provide programs and develop -18 -
projects of the Authority or (2) allow Parties to direct funds into qualified Authority programs and projects, or provide other ratepayer benefits. The Board shall endeavor to achieve a balanced distribution of program and project benefits substantially commensurate with each Party's energy load ("balanced distribution"). The Board shall conduct periodic audits no less than every two years in order to verify the balanced distribution of program and project benefits and take any corrective action necessary to achieve or continue to maintain a balanced distribution.
7.7 Rate Related Programs. The Authority will maintain residential net energy metering and low-income rate discount programs.
8. WITHDRAWAL AND TERMINATION
8.l Withdrawal
8.1.1 Withdrawal by Parties. Any Party may withdraw its membership in the Authority, effective as of the beginning of the Authority's fiscal year, by giving no less than one year advance written notice of its election to do so, which notice shall be given to the Authority and each Party. The Board, in its discretion, may approve a shorter notice period on a case by case basis. In addition, a Party may immediately withdraw its membership in the Authority upon written notice to the Board at any time prior to the Authority filing its first year-ahead load forecast with the CPUC that included the Party's load (anticipated to occur in April 2020) without any financial obligation other than its share of Initial Costs that shall not be reimbursed and any costs directly related to the resulting amendment of the Implementation Plan. Withdrawal of a Party shall require an affirmative vote of the Party's Governing Body.
8.1.2 Amendment. Notwithstanding Section 8.1.l (Withdrawal by Parties) of this Agreement, a Party may withdraw its membership in the Authority upon approval and execution of an amendment to this Agreement provided that the requirements of this Section 8.1.2 are strictly followed. A Party shall be deemed to have withdrawn its membership in the Authority effective one year (or earlier if approved by the Board) after the Board approves an amendment to this Agreement if the Director representing such Party has provided notice to the other Directors immediately preceding the Board's vote of the Party's intention to withdraw its membership in the Authority, should the amendment be approved by the Board.
8.1.3 Continuing Liability; Further Assurances. A Party that withdraws its membership in the Authority may be subject to certain continuing liabilities, as described in Section 8.5 (Continuing Liability; Refund) of this Agreement, including, but not limited to, power purchase -19 -
agreements and other Authority contracts and operational obligations.
The 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 membership in the Authority. The Board shall also consider, pursuant to Section
3.2.12, adoption of a policy that allows a withdrawing Party to negotiate assignment to the Party of costs of electric power or other resources procured on behalf of its customers by the Authority upon its withdrawal. In the implementation of this Section 8.1.3, the Parties intend, to the maximum extent possible, without compromising the viability of ongoing Authority operations, that any claims, demands, damages, or liabilities covered hereunder, be funded from the rates paid by CCA Program customers located within the service territory of the withdrawing Party, and not from the general fund of the withdrawing Party itself.
8.2 Termination of CCA Program. Nothing contained in Section 6 or elsewhere in 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.
8.3 Involuntary Termination. This Agreement may be terminated with respect to a Party for material non-compliance with provisions of this Agreement or Authority Documents upon a two-thirds vote of the entire Board excluding the vote of the Party subject to possible termination. Prior to any vote to terminate this Agreement 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 the Authority Documents 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 membership in the Authority terminated may be subject to certain continuing liabilities, as described in Section 8.5 (Continuing Liability; Refund) of this Agreement.
8.4 Mutual Termination. This Agreement may be terminated by mutual agreement of all the Parties; provided, however, the foregoing shall not be construed as limiting the rights of a Party to withdraw its membership in the Authority, and thus terminate this Agreement with respect to such withdrawing Party, as described in Section 8.1 (Withdrawal) of this Agreement.
8.5 Continuing Liability; Refund. Upon a withdrawal or involuntary termination of a Party, the Party shall be responsible for any claims, demands, damages, or -20 -
liabilities attributable to the Party through the effective date of its withdrawal or involuntary termination, it being agreed that the Party shall not be responsible for any claims, demands, damages, or liabilities commencing or arising after the effective date of the Party's withdrawal or involuntary termination. .
Notwithstanding the foregoing or any other provisions of this Agreement, such Party also shall be liable to the Authority for (a) any damages, losses, or costs incurred by the Authority which result directly from the Party's withdrawal or termination, including but not limited to costs arising from the resale of capacity, electricity, or any attribute thereof no longer needed to serve such Party's load; and (b) any costs or obligations associated with the Party's participation in any program in accordance with the program's terms, provided such costs or obligations were incurred prior to the withdrawal of the Party. From and after the date a Party provides notice of its withdrawal or is terminated, the Authority shall reasonably and in good faith seek to mitigate any costs and obligations to be incurred by the withdrawing or terminated Party under this Section through measures reasonable under the circumstances, provided that this obligation to mitigate does not impose any obligation on the Authority to transfer any cost or obligation directly attributable to the membership and withdrawal or termination of the withdrawing or terminated party to the ratepayers of the remaining members. Further, the liability of the withdrawing or terminated Party shall be based on actual costs or damages incurred by the Authority and shall not include any penalties or punitive charges imposed by the Authority. The Authority may withhold funds otherwise owing to the Party or may require the Party to deposit sufficient funds with the Authority, as reasonably detennined by the Authority, to cover the Party's liability for the costs described above. The withdrawing or terminated Party agrees to pay any such deposit determined by the Authority.
Any amount of the Party's funds held on deposit with the Authority above that which is required to pay any liabilities or obligations shall be returned to the Party. In the implementation of this Section 8.5, the Parties intend, to the maximum extent possible, without compromising the viability of ongoing Authority operations, that any claims, demands, damages, or liabilities covered hereunder, be funded from the rates paid by CCA Program customers located within the service territory of the withdrawing Party, and not from the general fund of the withdrawing Party itself. The liability of a withdrawing Party under this Section shall be only to the Authority and not to any other Party.
8.6 Disposition of Authority Assets. Upon termination of this Agreement and dissolution of the Authority by all Parties, after payment of all obligations of the Authority, the Board may sell or liquidate Authority property and shall distribute any remaining assets to the Parties in proportion to the contributions made by the ex.isting Parties. Any assets provided by a Party to the Authority shall remain the asset of that Party and shall not be subject to distribution under this section.
9. MISCELLANEOUS PROVISIONS
9.1 Dispute Resolution. The Parties and the Authority sha!l make reasonable efforts to settle all disputes arising out of or in connection with this Agreement. Before -21 -
exercising any remedy provided by law, a Party or the Parties and the Authority shall engage in nonbinding mediation in the manner agreed upon by the Party or Parties and the Authority. The Parties agree that each Party may specifically enforce this section. In the event that nonbinding mediation is not initiated or does not result in the settlement of a dispute within 60 days after the demand for mediation is made, any Party and the Authority may pursue any remedies provided by law.
9.2 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 Section 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. In addition, pursuant to the Act, no Director shall be personally liable on the Authority's bonds or be subject to any personal liability or accountability by reason of the issuance of bonds.
9.3 Insurance and Indemnificationof Parties. The Authority shall acquire such insurance coverage as is necessary to protect the interests of the Authority and the Parties. The Authority shall defend, indemnify and hold harmJess the Parties and each of their respective governing board members, officers, agents and employees, from any and all claims, losses, damages, deductibles or self-insured retentions, costs, fines, penalties, injuries and liabilities of every kind arising directly or indirectly from the conduct, activities, operations, acts, errors, omissions or negligence of the Authority or its officers, employees, agents, contractors, licensees or volunteers.
9.4 No Third Party Beneficiaries. The provisions of this Agreement are for the sole benefit of the Parties and the Authority and not for the benefit of any other person or entity. No third party beneficiary shall be created by or arise from the provisions of this Agreement.
9.5 Notices. Any notice required or permitted to be made hereunder shall be in writing and shall be delivered in the manner prescribed herein at the principal place of business of each Party. The Parties may give notice by (1) personal delivery; (2) e-mail; (3) U.S. Mail, first class postage prepaid, or a faster delivery method; or (3) by any other method deemed appropriate by the Board.
Upon providing written notice to all Parties, any Party may change the designated address or e-mail for receiving notice.
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All written notices or correspondence sent in the described manner will be deemed given to a party on whichever date occurs earliest: (1) the date of personal delivery; (2) the third business day following deposit in the U.S. mail, when sent by "first class" mail; or (3) the date of transmission, when sent by e-mail or facsimile.
9.6 Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of each Party.
9.7 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 duties in contravention of this section shall be null and void. This Agreement shall inure to the benefit of, and be binding upon, the approved assigns of the Parties. This section 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 the 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 this Agreement.
9.8 Amendment. This Agreement may be amended by a written amendment approved by the Board in accordance with the Special Voting requirements of Section 4.12.
9.9 Severability. .If any one or more of the terms, provisions, promises, covenants, or conditions of this Agreement were adjudged invalid or void by a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants, and conditions of this Agreement shall not be affected thereby and shall remain in full force and effect to the maximum extent permitted by law.
9.10 Governing Law. This AgreeIDent is made and to be performed in the State of California, and as such California substantive and procedural law shall apply.
9.11 Headings. The section headings herein are for convenience only and are not to be construed as modifying or governing the language of this Agreement.
9.12 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 fonn hereto but having attached to it one or more signature pages.
The Parties hereto have executed this Joint Powers Agreement establishing the Clean Energy A1liance.
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CITY OF _
By:
City Manager
DATE: _
ATTEST:
By:
City Clerk
APPROVED AS TO FORM:
By:
City Attorney
Resolution 2019-136
Exhibit A
Exhibit A: Definitions
"AB 117" means Assembly Bill 117 (Stat. 2002, Ch. 838, codified at Public Utilities Code Section 366.2), which created Community Choice Aggregation. "Act" means the Joint Exercise of Powers Act of the State of California (Chapter 5, Division 7, Title l of the Government Code commencing with Section 6500). "Agreement" means this Joint Powers Agreement.
"Authority" means the Clean Energy Alliance.
"Authority Document(s)" means document(s) duly adopted by the Board by resolution or motion implementing the powers, functions and activities of the Authority, including but not limited to the Operating Policies and Procedures, the annual budget, and plans and policies.
"Board" means the Board of Directors of the Authority.
"Community Choice Aggregation" or "CCA" means an electric service option available to cities, counties, and other public agencies pursuant to Public Utilities Code Section 366.2. "CCA Program" means the Authority's Community Choice Aggregation program established, conducted and operated under Public Utilities Code Section 366.2. "Days" shall mean calendar days unless otherwise specified by this Agreement. "Director" means a member of the Board representing a Party appointed in accordance with Sections 4.1 (Board of Directors) and 4.2 (Appointment and Removal of Directors) of this Agreement.
"Effective Date" means the date on which the Agreement shall become effective and the Authority shall exist as a separate public agency, as further described in Section 2.1 (Effective Date and Term) of this Agreement.
"Founding Member" means any jurisdiction that becomes a member of the Authority before October I, 2020, as identified in Exhibit B.
"Governing Body" means for any city, its City Council; and for any other public agency, the equivalent policy making body that exercises ultimate decision-making authority over such agency.
"Initial Costs" means reasonable and necessary implementation costs advanced by the Founding Members in support of the formation of the Authority and approved by the Board for reimbursement, which are (a) directly related to the establishment of the Authority and its CCA program, and (b) incurred by the Authority or its Members relating to the initial operation of the Authority, such as the hiring of the executive and operations staff, any required accounting, administrative, technical and legal services in support of the Authority's initial formation activities or in support of the negotiation, preparation and approval of power purchase agreements, and activities associated with drafting and obtaining approval of the Authority's implementation plan. Initial Costs do not include costs associated with the investigation of the CCA model, attendance at routine planning meetings, or a Party's pre-formation reports related to their decision to pursue CCA or join the Authority. Initial costs also do not include the costs incurred by the City of Solana Beach relating to the termination of its CCA program. The Authority Board shall determine the repayment timing and termination date for the Initial Costs. ''Investor Owned Utilities" means a privately-owned electric utility whose stock is publicly traded and is subject to CPUC regulation.
"'Parties" means, collectively, the signatories to this Agreement that have satisfied the conditions as defined above for "Founding Members" or in Section 2.4 (Addition of Parties) of this Agreement, such that they are considered members of the Authority. "Party" means, singularly, a signatory to this Agreement that has satisfied the conditions as defined above for "Founding Members" or in Section 2.4 (Addition of Parties) of this Agreement, such that it is considered a member of the Authority. -2 -
Exhibit B: List of Founding Members
Resolution 2019-136
Exhibit A
Any public agency that becomes a member by October 1, 2020
RESOLUTION CERTIFICATION
STATE OF CALIFORNIA }
COUNTY OF SAN DtEGO SS.
CITY OF SOLANA BEACH •
I, ANGELA IVEY, City Clerk of the City of Solana Beach, California, DO HEREBY CERTIFY that the foregoing is a full, true and correct copy of Resolution 2019-136 approving and authorizing the execution of the Joint Exercise of Powers Agreement creating the Clean Energy Alliance as duly passed and adopted at a Regular Solana Beach City Council meeting held on the 9th day of October, 2019. The original is on file in the City Clerk's Office.
Appendix F:
Clean Energy Alliance Resolution No. 2021-019
1 CLEAN ENERGY ALLIANCE
RESOLUTION NO. 2021-019
A RESOLUTION OF THE CLEAN ENERGY ALLIANCE
APPROVING THE COMMUNITY CHOICE AGGREGATION
IMPLEMENTATION PLAN ADDENDUM NO. 1
AND STATEMENT OF INTENT
WHEREAS, the Clean Energy Alliance (CEA) is a joint powers agency formed on November 4, 2019, under the Joint Exercise of Power Act, California Government Code section 6500 et seq., among the Cities of Carlsbad, Solana Beach and Del Mar created by the cities of Carlsbad, Del Mar and Solana Beach; and
WHEREAS, CEA authorized the City of Escondido joining as a member of CEA through adoption of Resolution 2021-014 on November 18, 2021; and WHEREAS, CEA authorized the City of San Marcos joining as a member of CEA through adoption of Resolution 2021-015 on December 17, 2021; and WHEREAS, the cities of Escondido and San Marcos desire to establish a community choice aggregation (CCA) program in support of meeting their respective Climate Action Plan goals; and
WHEREAS, Public Utilities Code Section 366.2(c)(3) requires that prior to establishing electrical load aggregation, a community choice aggregator must prepare an implementation plan and statement of intent detailing the process and consequences of aggregation, and that the implementation plan, and any subsequent changes to it, must be considered and adopted at a duly noticed public meeting; and
WHEREAS, pursuant to Public Utilities Code Section 366.2(c)(3) and provide electrical load aggregation to the cities of Escondido and San Marcos, CEA has prepared an Addendum No. 1 to the CEA Community Choice Aggregation Implementation Plan and Statement of Intent (Addendum No. 1) which will be submitted to the California Public Utilities Commission on or before December 31, 2021 ; and
WHEREAS, Addendum No. 1 was presented to the CEA Board of Directors for consideration at a duly noticed public meeting on December 30, 2021.
NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of the Clean Energy Alliance, as follows:
Section 1. In accordance with California Public Utilities Code Section 366.3(c)(3), the CEA Board of Directors hereby considers and adopts the Implementation Plan Addendum No. 1 2 at a duly noticed public meeting held on December 30, 2021, held via teleconference in compliance with certain provisions of the Ralph M. Brown Act pursuant to Government Code Section 54953(e)(1)(A), in relation to the COVID-19 State of Emergency, at 2:00 p.m., after allowing interested persons the opportunity to provide public comment on the Implementation Plan Addendum No. 1.
Section 2. The Board of Directors hereby directs the Chief Executive Officer to file the Implementation Plan Addendum No. 1 with the California Public Utilities Commission no later than December 31, 2021.
The foregoing Resolution was passed and adopted this 30th day of December 2021, by the following vote:
AYES: Musgrove, Druker, Inscoe, Bhat-Patel, Becker
NOES: None
ABSENT: None
ABSTAIN: None
APPROVED:
Kristi Becker, Chair
ATTEST:
Susan Caputo, Interim Board Clerk
Staff Report
DATE: October 20, 2022
TO: Clean Energy Alliance Board of Directors
FROM: Barbara Boswell, Chief Executive Officer
ITEM 4: 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
Community Advisory Committee Vacancy Recruitments
CEA is currently recruiting for Community Advisory Committee members for the cities of Oceanside and Vista. There are two openings for each city, one with a term ending December 31, 2024, and the second with a term ending December 31, 2025. The application period has been extended through November 15, 2022, to provide additional time to advertise the opportunities to the residents and business owners in the communities. Recommendations for appointment will be brought before the Board at its December 22 meeting.
Expansion of Clean Energy Alliance
Clean Energy Alliance (CEA) is planning two service expansions over the next two years:
April 2023 – Escondido and San Marcos Service Enrollments April 2024 – Oceanside and Vista Service Enrollments
The chart below reflects activities related to the expansions over the six months:
ACTIVITY TIMING STATUS
Draft Implementation Plan
Amendment – Oceanside &
Vista to CEA Board October 2022
Presenting
10/20/22
October 20, 2022
Admin & Regulatory Update
Marketing & Outreach –
Escondido & San Marcos December 2022 – April 2023
CEA: File Implementation Plan
Amendment By December 31, 2022
Default Power Supply Selection
– Escondido & San Marcos November/December 2022
Noticing – Escondido & San
Marcos February/March/May June 2023
Year-Ahead Resource Adequacy
Filing to include Oceanside &
Vista April 2023
Marketing & Outreach –
Oceanside & Vista December 2023 – April 2024
Default Power Supply Selection
– Oceanside & Vista November/December 2024
Noticing – Oceanside & Vista February/March/May/June 2024 Risk Oversight Committee
Pursuant to CEA’s Energy Risk Management Policy, the Risk Oversight Committee met September 1, 2022. The Committee reviewed CEA’s recent procurement activity, current portfolio positions and future procurement targets, and portfolio mark to market and counterparty exposure. The Committee confirmed that CEA is in compliance with its Energy Risk Management Policy. The next meeting of the Committee is scheduled for December 1, 2022.
Call Center Activity
The charts below reflect customer activity through September 30, 2022:
October 20, 2022
Admin & Regulatory Update
The 40% of the calls received were for Net Energy metering inquiries followed by billing questions (17%).
The chart below reflects call center average seconds to answer and average call duration:
October 20, 2022
Admin & Regulatory Update
Calls are being answered within an average of 21 seconds, lasting an average 13 minutes.
The following chart reflects the monthly and cumulative opt-outs for CEA.
October 20, 2022
Admin & Regulatory Update
CEA realized a slight net decrease in opt outs again in September with an overall participation rate of
92.25%.
The following chart reflects enrollments in CEA’s power supply products:
POWER SUPPLY PRODUCT AUG 2022 SEPT 2022 Net Change
Clean Impact – 50% Renewable 163 169 + 6
Clean Impact Plus - 75% Carbon Free 59,335 59,322 - 13
Green Impact – 100% Renewable 413 428 + 15
TOTAL ACCOUNTS 59,911 59,919 +8
Contracts $50,000 - $100,000 entered into by Chief Executive Officer
VENDOR DESCRIPTION AMOUNT
Lupa Affairs Grant/Program Funding research; Customer
outreach strategy development; Supplier
Diversity program establishment; other special
projects
No to Exceed
$70,000
REGULATORY UPDATE
CEA’s regulatory attorney, Ty Tosdal, will provide an update to the Board on current regulatory activities (Attachment A).
October 20, 2022
Admin & Regulatory Update
FISCAL IMPACT
There is no fiscal impact by this action.
ATTACHMENTS
Attachment A – Tosdal APC Regulatory Update Report
Staff Report
DATE: October 20, 2022
TO: Clean Energy Alliance Board of Directors
FROM: Barbara Boswell, Chief Executive Officer
ITEM 5: Consideration 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
Continue meetings by teleconferencing pursuant to Government Code Section 54953(e), find that: (1) the Board has considered 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;
or
Find that: (1) the Board has considered the circumstances of the state of emergency created by the COVID-19 pandemic; and (2) the state of emergency no longer 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 October 20, 2022
AB361 Findings
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.
The County of San Diego Health and Human Services Agency (HHSA) tracks COVID-19 cases and hospitalizations by zip codes and prepares a map reflecting the COVID-19 case level which is updated weekly. The color-coded map utilizes the following color system:
Blue – Low Transmission
Yellow – Moderate Transmission
Orange – Substantial Transmission
Red – High Transmission
The map below is taken from the County HHSA website, updated as of October 6, 2022:
October 20, 2022
AB361 Findings
Based on the cases and hospitalization data, Oceanside has a high transmission rate, Vista and Del Mar moderate transmission, San Marcos and Escondido have areas of high and moderate transmission and Solana Beach does not have sufficient data to provide a reliable rate.
On June 17, 2022, Governor Newsom extended the state of emergency to maintain testing and vaccinations program and protect hospital capacity while at the same time lifting several COVID-19 related executive order provisions.
With the exception of Del Mar, all City Councils within CEA’s service territory have returned to in-person meetings.
FISCAL IMPACT
There is no fiscal impact by this action.
ATTACHMENTS
None.
Staff Report
DATE: October 20, 2022
TO: Clean Energy Alliance Board of Directors
FROM: Barbara Boswell, Chief Executive Officer
ITEM 6: Provide Direction Regarding Amending Resolution No. 2022-002 Setting Time and Place for Clean Energy Alliance Board Meetings
RECOMMENDATION
Provide direction regarding amending Resolution No. 2022-002 Setting Time and Place for Clean Energy Alliance Board Meetings.
BACKGROUND AND DISCUSSION
At its September 22, 2022, Board meeting, the Clean Energy Alliance (CEA) Board requested staff to bring back an agenda item for consideration of amending Resolution No. 2022-002 Setting the Time and Place for Clean Energy Alliance Board meetings.
Resolution No. 2022-002 (attached), adopted May 26, 2022, established San Marcos City Council chambers as the location for Board meetings for the period July 28, 2022, through June 29, 2023. At the time the Resolution was adopted the members were Carlsbad, Del Mar, Escondido, San Marcos, and Solana Beach. San Marcos was selected after considering the other member cities due to the ability to livestream via YouTube. CEA has standardized its livestreaming to its YouTube channel in order to provide consistency for our customers and other interested parties to view meetings.
Since that decision, the cities of Oceanside and Vista have joined CEA and the Board directed staff to research Oceanside as a possible location for Board meetings and bring back the findings.
Oceanside staff was helpful in discussing the option with Oceanside management and approval was received for CEA to hold its Board meetings in the Oceanside Council Chambers. Upon reviewing the Oceanside Council Chambers calendar it was determined that conflicts existed for the November 17 Board meeting and December 1 Community Advisory Committee Meetings. Otherwise, the Council Chambers is available for the other meeting dates.
With regards to the livestreaming via YouTube, currently Oceanside is broadcasting its meetings via Zoom and posts the recording to YouTube after the meeting. This would be an option for CEA as CEA does currently also livestream its meetings via Zoom.
Should the Board desire to change location of in-person Board meetings from San Marcos to Oceanside, staff would recommend that a test be completed of the livestreaming capabilities and, assuming there October 20, 2022
Board Meeting Location
are no issues, that a Resolution be brought to the Board at a subsequent meeting that changes the location of in-person meetings from San Marcos to Oceanside.
FISCAL IMPACT
There is no fiscal impact by this action.
ATTACHMENTS
Resolution 2022-002 Setting Time and Place for Clean Energy Alliance Board Meetings 1 CLEAN ENERGY ALLIANCE
RESOLUTION NO. 2022-002
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CLEAN ENERGY ALLIANCE
SETTING TIME AND PLACE FOR CLEAN ENERGY ALLIANCE BOARD MEETINGS JULY 2022 – JUNE 2023
WHEREAS, the Clean Energy Alliance (CEA) is a joint powers agency, formed in November 2019, whose members include the cities of Carlsbad, Del Mar, Escondido, San Marcos, and Solana Beach; and
WHEREAS, the CEA Board of Directors has determined it will establish its regular meetings annually by resolution; and
WHEREAS, the Ralph M. Brown Act (Government Code §54954) provides for the establishment of an annual regular meeting calendar procedure; and WHEREAS, special meetings of the Board of Directors will be called as necessary and following the requirements of the Brown Act (Government Code §54954).
NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of the Clean Energy Alliance, as follows:
Section 1. The Board of Directors of the Clean Energy Alliance hereby establishes the following dates, times, and location, for regular Board meetings during fiscal year 2021/22:
Location: City of San Marcos, City Council Chambers
1 Civic Center Dr
San Marcos, CA 92069
July 28, 2022 2 p.m.
August 25, 2022 2 p.m.
September 29, 2022 2 p.m.
October 27, 2022 2 p.m.
November 17, 2022 2 p.m.
December 22, 2022 2 p.m.
January 26, 2023 2 p.m.
February 23, 2023 2 p.m.
March 30, 2023 2 p.m.
April 27, 2023 2 p.m.
May 25, 2023 2 p.m.
June 29, 2023 2 p.m.
DocuSign Envelope ID: 3FE027CA-CDE5-4A88-981C-570E608002F2 2 Section 2. That the fiscal year 2022-23 meeting calendar will be posted to the Clean Energy Alliance website.
The foregoing Resolution was passed and adopted this 26th day of May 2022, by the following vote:
AYES: Acosta, Musgrove, Inscoe, Druker, Becker
NOES: None
ABSENT: None
APPROVED:
________________________________________
Kristi Becker, Chair
ATTEST:
____________________________
Sheila Cobian, Board Secretary
DocuSign Envelope ID: 3FE027CA-CDE5-4A88-981C-570E608002F2 Staff Report
DATE: October 20, 2022
TO: Clean Energy Alliance Board of Directors
FROM: Barbara Boswell, Chief Executive Officer
ITEM 7: Consider Approval of Clean Energy Alliance Policy #CEA-020 Chair and Vice Chair Term Limits Policy
RECOMMENDATION
Approve Clean Energy Alliance Policy #CEA-020 Chair and Vice Chair Term Limits Policy.
BACKGROUND AND DISCUSSION
The Clean Energy Alliance Joint Powers Agreement (JPA) Section 5.2, Chair and Vice Chair, establishes that for each calendar year, the Board shall elect a Chair and Vice Chair from among the Directors, and that the term of office of the Chair and Vice Chair shall continue for one year, with no limit on the number of terms held by either the Chair or Vice Chair.
At its regular meeting December 30, 2021, the Clean Energy Alliance Board requested that consideration of amending the JPA regarding Chair and Vice Chair term limits be brought back at a future meeting for consideration. At its regular August 25, 2022 meeting, the Board directed that an administrative policy be brought back to the Board for consideration reflecting that the maximum number of consecutive terms for the Chair and the Vice Chair be two years.
Proposed Policy #CEA-020 Chair and Vice-Chair Term Limits The proposed policy for the Board’s consideration is:
Pursuant to Section 5.2 of the Clean Energy Alliance Joint Powers Agreement, at the beginning of each calendar year, the Board elects a Chair and Vice Chair from among the Directors, and those terms of office for the Chair and Vice Chair continue for one year. The offices of Chair and Vice Chair belong to the Director and not to the Member city.
It shall be the Policy of the Board that no Director shall be elected to serve as the Chair for more than two full consecutive one-year terms and no Director shall be elected to serve as the Vice Chair for more than two full consecutive one-year terms. There is no limit on the total number of years that a Director can be elected to serve as either the Chair or the Vice Chair as long as the consecutive limit is observed. A Director may be elected to serve as Chair directly following October 20, 2022
Term Limits Policy
service as the Vice Chair and may serve as the Vice Chair directly following service as the Chair in succession.
FISCAL IMPACT
There is no fiscal impact of this action.
ATTACHMENTS
Proposed Clean Energy Alliance Policy #CEA-020 Chair and Vice Chair Term Limits Policy CEA-020
Term Limits Policy
Proposed October 20, 2022
Chair and Vice Chair Term Limits Policy
1.0 PURPOSE
The purpose of this Chair and Vice Chair Term Limits (“Policy”) is to clarify the terms of the Chair and Vice Chair of the Board of Directors of Clean Energy Alliance (CEA).
2.0 POLICY
Pursuant to Section 5.2 of the Clean Energy Alliance Joint Powers Agreement, at the beginning of each calendar year, the Board elects a Chair and Vice Chair from among the Directors, and those terms of office for the Chair and Vice Chair continue for one year. The offices of Chair and Vice Chair belongs to the Director and not to the Member city.
It shall be the Policy of the Board that no Director shall be elected to serve as the Chair for more than two full consecutive one-year terms and no Director shall be elected to serve as the Vice Chair for more than two full consecutive one-year terms. There is no limit on the total number of years that a Director can be elected to serve as either the Chair or the Vice Chair as long as the consecutive limit is observed. A Director may be elected to serve as Chair directly following service as the Vice Chair and may serve as the Vice Chair directly following service as the Chair in succession.
Staff Report
DATE: October 20, 2022
TO: Clean Energy Alliance Board of Directors
FROM: Barbara Boswell, Chief Executive Officer
ITEM 8: Consider Opening Applications for Clean Energy Alliance Community Advisory Committee for Terms Ending December 31, 2022
RECOMMENDATION
Direct the opening applications for Clean Energy Alliance Community Advisory Committee for terms ending December 31, 2022.
BACKGROUND AND DISCUSSION
Clean Energy Alliance’s (CAC) Community Advisory Committee Policy (attached) establishes that the CAC consist of two appointees from each member agency that serve staggered three (3) year terms, with a two-term limit. For the initial term one member serves a two-year term to establish the staggering.
The following CAC members have terms that expire December 31, 2022:
Carlsbad – Seth Krauss
Del Mar – Dolores Davies Jamison
Solana Beach – Debra Schade
Alternatives for Board consideration include:
• Open application period for the three positions through December 31, 2022, with appointments to be made at the January 26, 2023, Board meeting; • Extend the appointment for the CAC members through 12/31/25, for those interested in continuing and open application period for those that do not wish to continue;
• Other action as the Board determines.
FISCAL IMPACT
There is no fiscal impact by this action.
ATTACHMENTS
Clean Energy Alliance Community Advisory Committee Policy City of Carlsbad | City of Del Mar | City of Solana Beach
COMMUNITY ADVISORY COMMITTEE
PURPOSE AND SCOPE
Community Advisory Committee (CAC) Authorization
Section 5.9 of the Clean Energy Alliance (CEA) Joint Powers Authority (JPA) Agreement provides the authority for the CEA Board to establish an advisory committee to assist the Board in implementing and operating its CCA program. Pursuant to the JPA Agreement, the committee should have equal representation from the member agencies. The Board may establish criteria to qualify for appointment to the committee, and establish rules, regulations, policies or procedures to govern the committee.
CAC Membership Criteria
• The CAC membership shall consist of two (2) appointees from each CEA member agency and 1 Board Alternate. CAC committee members shall serve staggered three (3) year terms with a two-term limit. In the inaugural year, one appointee seat from each member agency shall serve two (2) years.
• Committee members serve at the pleasure of the Board. • CAC members will be subject to all applicable conflict of interest laws and may be required to disclose potential conflicts by filing a Form 700. (Information about conflicts of interest and Form 700 can be found here: http://www.fppc.ca.gov/Form700.html. • Members shall be residents (property owners or renters) or business owners within the service territory of CEA.
• CAC membership will be considered for those that have a relevant background in or expertise related to one or more of the following fields: electricity, community outreach or engagement, or policy advocacy.
• Applicants must be committed to serving on the CAC and attending regular committee meetings, and occasional CEA Board meetings. Committee meetings will be held quarterly unless additional meetings are directed by the Board. Members are expected to maintain a good attendance record. A committee member will be removed from the CAC if the member has two consecutive unexcused absences from CAC meetings or has unexcused absences from more than 25% of the CAC meetings in a calendar year.
Clean Energy Alliance CAC
July 16, 2020
2 • The CAC is subject to Brown Act and all meetings will be publicly noticed and held in public settings pursuant to requirements of the Brown Act. • CAC meetings, times and location will be determined by the CEA Board. • The CAC will elect a Chair who will facilitate meetings and provide reports to the Board as needed.
CAC Purpose & Objectives
The purpose of the CAC is to advise the CEA Board of Directors on those matters concerning the operation of its Community Choice Aggregation (CCA) program as directed by the Board of Directors in an annual workplan for the CAC that is adopted by the Board The objectives of the CAC are to provide feedback to the Board, act as a liaison between the Board and the community and serve as a forum for community input on those matters assigned to the CAC in the annual workplan. The CAC shall not have any decision-making authority but will serve as an advisory body to the Board of Directors.
CAC Member Selection Process
Applicants must complete and submit the Clean Energy Alliance Community Advisory Committee Application (Attachment A). Board Members will nominate two applicants from their respective communities to the full Board for approval. In addition, the full Board will select one Board Alternate to participate on the CAC.
Clean Energy Alliance CAC
July 16, 2020
3 Attachment A
Clean Energy Alliance
Community Advisory Committee Application
CAC Purpose & Objectives
The purpose of the CAC is to advise the CEA Board of Directors on those matters concerning the operation of its Community Choice Aggregation (CCA) program as directed by the Board of Directors in an annual workplan for the CAC that is adopted by the Board The objectives of the CAC are to provide feedback to the Board, act as a liaison between the Board and the community and serve as a forum for community input on those matters assigned to the CAC in the annual workplan. The CAC shall not have any decision-making authority but will serve as an advisory body to the Board of Directors.
NAME: ______________________________________________________________________ ADDRESS: ____________________________________________________________________ PHONE: ___________________________ EMAIL:_____________________________________ Are you a resident/business owner of one of the CEA member cities? If yes, which city: ___________________________________ Please attach a current resume and respond to the following questions. Please attach a separate sheet if additional space is needed.
What experience/perspective will you bring to the committee? Clean Energy Alliance CAC
July 16, 2020
4 Describe any relevant background in or expertise related to one or more of the following fields:
electricity, community outreach or engagement, or policy advocacy.
Do you have any interests or associations that might present a conflict of interest? If yes, please explain:
What do you hope to accomplish as a member of the Clean Energy Alliance Community Advisory Committee?
Please provide three references
NAME Phone Number Relationship
Clean Energy Alliance CAC
July 16, 2020
5 By signing below I acknowledge that I have sufficient time to actively participate in the Clean Energy Alliance Community Advisory Committee for the benefit of the program and the communities it serves. I understand that committee members are subject to conflict of interest laws and required to disclose potential conflicts by filing Form 700.
Signature: _________________________________________________ Date: _____________________________________________________ Completed applications should be emailed to: [email protected]