Clean Energy Alliance Board of Directors
June 26, 2025

AGENDA
City of Carlsbad | City of Del Mar | City of Escondido | City of Oceanside | City of San Marcos | City of Solana Beach | City of Vista Board of Directors Regular Meeting Agenda
June 26, 2025, 2:00 p.m.

City of Oceanside, Council Chamber
300 North Coast Hwy, Oceanside CA 92054
Members of the public can observe the livestream of the meeting via Zoom by clicking:
https://us06web.zoom.us/j/81376410530
or telephonically by dialing:
(253) 215-8782
Meeting ID: 813 7641 0530
Members of the public can provide public comment in writing or orally in person as follows:

Written Comments: If you are unable to participate in person and you wish to make a comment, you may submit written comments prior to and during the meeting via email to:
[email protected]. All written comments will be posted online and become part of the meeting record. To ensure announcement of receipt of your written comments during the meeting, please submit all written comments by 12:00 p.m. prior to the commencement of the meeting. Public comments received in writing will not be read aloud at the meeting.

Oral Comments: Members of the public can address the Board on items on the agenda at the time the item is being addressed or during Public Comments for topics that are not listed on the agenda.

Speakers are limited to three (3) minutes each. In conformance with the Brown Act, no Board action can occur on items presented during Public Comment.

If you desire to speak during Public Comment, please fill out a speaker card and submit it to the Board Secretary. When you are called to speak, please come forward to the podium and state your name.

To address the Board regarding an item on the agenda, please fill out a speaker card and submit it to the Board Secretary before the Board Chair announces the item.

CALL TO ORDER

ROLL CALL

FLAG SALUTE

BOARD COMMENTS & ANNOUNCEMENTS

PUBLIC COMMENT

APPROVAL OF MINUTES
Minutes of the Regular Meeting held May 29, 2025
AGENDA
2 Clean Energy Alliance Board Meeting Agenda
June 26, 2025
Consent Calendar
Item 1: Clean Energy Alliance Treasurer’s Report for April 2025 RECOMMENDATION:

Receive and file the Clean Energy Alliance Treasurer’s Report for April 2025.

Item 2: Consider Adoption of Resolution No. 2025-023 Setting Time and Place for Clean Energy Alliance Board Meetings July 2025 – June 2026
RECOMMENDATION:

Adopt Resolution No. 2025-023 Setting Time and Place for Clean Energy Alliance Board Meetings from July 2025 – June 2026.

Item 3: Consider Adoption of Resolution No. 2025-024 Approving Amendment No. 3 to the Agreement with Maher Accountancy for CEA Accounting Services RECOMMENDATION:

Adopt Resolution No. 2025-024 approving Amendment No. 3 to the Agreement with Maher Accountancy (“Maher”) for CEA Accounting Services, for an amount not to exceed $166,000, effective July 1, 2025, through June 30, 2026 and authorizing the Chief Executive Officer to sign all documents, subject to General Counsel approval.

Item 4: Consider Adoption of Resolution No. 2025-025 Approving and Authorizing Execution of a Professional Services Agreement (PSA) with Tripepi Smith and Associates, Inc.

RECOMMENDATION:

Adopt Resolution No. 2025-025 approving and authorizing execution of a Professional Services Agreement (PSA) with Tripepi Smith and Associates, Inc. for Communications and Marketing Services for FY 2025/26 through FY 2026/27.

Reports
Item 5: Clean Energy Alliance Chief Executive Officer Operational and Administrative Report RECOMMENDATION:

Receive and file the report.

Public Hearing
Item 6: AB 2561 - Status of Vacancies, Recruitment and Retention Efforts RECOMMENDATION:
1) Conduct the Public Hearing: Open the Public Hearing, Receive Public Testimony, and Close the Public Hearing.

AGENDA
3 Clean Energy Alliance Board Meeting Agenda
June 26, 2025
2) Accept report on the status of CEA employee vacancy rates and recruitment and retention efforts.

New Business
Item 7: Regulatory Update
RECOMMENDATION:

Receive the Regulatory update from Keyes and Fox.

Item 8: Consider Adoption of Resolution No. 2025-026 Approving the Fiscal Year 2025/2026 Budget
RECOMMENDATION:

Adopt Resolution No. 2025-026 Approving the Fiscal Year 2025/2026 Budget.

Item 9: Consider Adoption of Resolution Nos. 2025-027, 2025-028 and 2025-029; Work Plan Approval, Amendment to the Position Control Listing and Amendment to the Adopted Salary Schedule
RECOMMENDATION:

Adopt Resolution No.’s:
1) 2025-027 approving the FY 2025/26 – 2026/27 CEA Work Plan, 2) 2025-028 amending the CEA Position Control Listing for FY 2025/26 3) 2025-029 amending the CEA Salary Schedule

BOARD MEMBER REQUESTS FOR FUTURE AGENDA ITEMS
NEXT MEETING: Pending Board approval, the Regular Board Meeting is tentatively scheduled for July 31, 2025, City of Oceanside, 300 North Coast Highway, Oceanside, CA 92054 If you are an individual with a disability and need a reasonable modification or accommodation pursuant to the Americans with Disabilities Act (“ADA”), please contact [email protected] prior to the meeting for assistance.

Board of Directors Regular Meeting Agenda
May 29, 2025, 2:00 p.m.

City of Oceanside, Council Chamber
300 North Coast Hwy, Oceanside CA 92054
CALL TO ORDER: Chair Melendez called to order the Regular Meeting of the Clean Energy Alliance at 2:00 p.m.

ROLL CALL: Board Members: Figueroa, Nuñez, Becker Spelich, Bhat-Patel, Melendez.

Board Member Garcia arrived at 2:04 p.m.

FLAG SALUTE: Chair Melendez led the flag salute.

BOARD COMMENTS & ANNOUNCEMENTS: None.

PUBLIC COMMENT: None.

APPROVAL OF MINUTES:

Minutes of the Regular Meeting held April 24, 2025
Motion by Board Member Bhat-Patel, seconded by Board Member Becker to approve the minutes as presented. Motion carried, 6/0/1 (Garcia – Absent).

Consent Calendar
Item 1: Clean Energy Alliance Treasurer’s Report for March 2025 RECOMMENDATION:

Receive and file the Clean Energy Alliance Treasurer’s Report for March 2025.

Item 2: Community Needs Survey
RECOMMENDATION:

Receive and File the Community Survey Results prepared by True North Research, Inc.

Item 3: Ratifying Amendments to Professional Services Agreement (PSA) with BrenTech RECOMMENDATION:

Adopt Resolution 2025-016 awarding of a Professional Services Agreement (PSA) to Summit Advocacy, LLC for Legislative Lobbyist Support Services for One Year with Up to Three Optional One Year Extensions and Authorize the CEO to Execute the PSA in an Amount not to exceed $95,000 per year.

Item 4: Amendment No. 1 to the Power Purchase Agreement with Deer Creek Solar I, LLC RECOMMENDATION:

Adopt Resolution No. 2025-021 approving and authorizing the Chief Executive Officer to execute Amendment No. 1 to Clean Energy Alliance’s (CEA’s) Renewable Power Purchase Agreement (PPA) with Deer Creek Solar I, LLC.

Motion by Board Member Spelich, seconded by Board Member Nuñez to approve the Consent Calendar.

Motion carried, 6/0/1 (Garcia – Absent).

Reports
Item 5: Clean Energy Alliance Chief Executive Officer Operational Report CEO Greg Wade presented the presentation and provided information on enrollment statistics, community events and CEA programs.

CEA Board received report.

Board Member Garcia arrived at 2:04 p.m.

Public Hearing
Item 6: Battery Bonus Program Agreements
RECOMMENDATION:

Hold the Public Hearing and Adopt Resolution No. 2025-022, approving the Battery Bonus Program Rates, approving the Professional Services Agreements with Participate.Energy for the Battery Bonus Program and authorize the Chief Executive Officer to execute all necessary documents, subject to General and Special Counsel approval; and Ratify the Professional Services Agreement with Haven Energy Services, Inc., for the Battery Bonus Connect Program.

Key Accounts/Program Manager Rob Howard presented the presentation and provided information on enrollment statistics, community events and CEA programs.

Chair Melendez opened the Public Hearing at 2:11 p.m.

Discussion ensued around the Board Members and CEO Gregory Wade and Key Accounts/Program Manager Rob Howard responded to questions from the Board.

Chair Melendez closed the Public Hearing at 2:20 p.m.

Motion by Chair Melendez, seconded by Board Member Becker, to adopt Resolution No. 2025-022. Motion carried, 7/0.

New Business
Item 7: Regulatory Update
RECOMMENDATION:

Receive the Regulatory update from Keyes and Fox.

Keyes and Fox Partner Tim Lindl provided the update and answered questions from the Board.

CEA Board received report.

Item 8: Review Proposed Clean Energy Alliance Fiscal Year 2025/2026 Budget and Schedule Budget Adoption for June 26, 2025
RECOMMENDATION:

Review proposed Clean Energy Alliance (CEA) Fiscal Year (FY) 2025/2026 Budget, provide direction on any additions/changes and schedule Budget Adoption for June 26, 2025.

CFO Andy Stern presented the report and answered questions from the Board.

Daniel Dominguez requested that delinquent account information be listed more prominently on the report and thanked staff.

CFO Andy Stern and CEO Gregory Wade answered questions from the Board.

CEA Board received report.

NEXT MEETING: Regular Board Meeting June 26, 2025, City of Oceanside, 300 North Coast Highway, Oceanside, CA 92054
BOARD MEMBER REQUESTS FOR FUTURE AGENDA ITEMS: None.

ADJOURN: Chair Melendez adjourned the meeting at 4:47 p.m. _______________________________________
Ana Marie Alarcon
Clerk to the Board/Executive Assistant
Staff Report
DATE: June 26, 2025
TO: Clean Energy Alliance Board of Directors
FROM: Andy Stern, Interim Chief Financial Officer/Treasurer ITEM 1: Clean Energy Alliance Treasurer’s Report
RECOMMENDATION:

Receive and File Clean Energy Alliance (CEA) Interim Treasurer’s Report for April 2025.

BACKGROUND AND DISCUSSION:

This report provides the Board with the following financial information through April 30, 2025:
• Statement of Financial Position (Unaudited and preliminary) – Reports assets, liabilities, and financial position of the CEA as of April 30, 2025.
• Statement of Revenues, Expenses and Changes in Net Position (Unaudited and preliminary) for the period ended April, 2025.
• Budget to Actuals Comparison Schedule (Unaudited and preliminary) – Reports actual revenues and expenditures compared to the annual amended budget as of April 30, 2025. • List of Payments Issued – Reports payments issued for April 2025.

As of April 30, 2025, liabilities represent invoices and estimated accruals for energy and services received but not yet paid.

There is no fiscal impact with this action.

Submitted for Board consideration:
___________________________________
Gregory Wade
Chief Executive Officer
ATTACHMENTS:

A. April 2025 Treasurers Report
June 26, 2025
CEA Treasurer’s Report

ASSETS
Current assets
Cash and cash equivalents $ 18,228,578
Accounts receivable, net of allowance 25,753,990
Accrued revenue 11,467,781
Other receivables 604,226
Prepaid expenses 6,447,465
Total current assets 62,502,040
Noncurrent assets
Deposits 4,036,276
Total noncurrent assets 4,036,276
Total assets 66,538,316

LIABILITIES
Current liabilities
Accrued cost of electricity 34,008,303
Accounts payable 8,864,318
Other accrued liabilities 254,661
Security deposits - energy suppliers 500,000
Interest and financing cost payable 14,231
Total current liabilities 43,641,513
Noncurrent liabilities
Security deposits - energy suppliers 6,496,150
Revolving line of credit 6,000,000
Total noncurrent liabilities 12,496,150
Total liabilities 56,137,663

NET POSITION
Unrestricted $ 10,400,653
These financial statements do not contain note disclosures, have not been subjected to an audit or review or compilation engagement, and no assurance is provided on them.

CLEAN ENERGY ALLIANCE

STATEMENT OF NET POSITION
As of April 30, 2025
Attachment A
June 26, 2025
CEA Treasurer’s Report

OPERATING REVENUES
Electricity sales, net $ 292,670,453

OPERATING EXPENSES
Cost of electricity 256,721,989
Contract services 5,595,155
Staff compensation 1,301,826
Other operating expenses 772,248
Total operating expenses 264,391,218
Operating income (loss) 28,279,235

NONOPERATING REVENUES (EXPENSES)
Investment income 246,191
Interest expense (1,159,939)
Nonoperating revenues (expenses), net (913,748)
CHANGE IN NET POSITION 27,365,487
Net position at beginning of year (16,964,834)
Net position at end of period $ 10,400,653
ese financial statements do not contain note disclosures, have not been subjected to an audit or review or compilation engagement, and no assurance is provided on them.

CLEAN ENERGY ALLIANCE

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
Ten Months Ended April 30, 2025
June 26, 2025
CEA Treasurer’s Report

BUDGET TO ACTUALS COMPARISON SCHEDULE
At its June 2024, board meeting, the CEA Board approved the Fiscal Year (FY) 2024/25 budget approving $326,469,000 in total operating expenses. For the year-to-date, $265,551,000 of operating expenses have been expended. Revenues from electricity salesfor the year-to-date reached $292,670,000. Nonoperating activity was a net expense of $914,000. The overall change in net position for the year-to-date was an increase of $27,365,000.

The Budget to Actuals Comparison Schedules as of April 30, 2025, is shown below.

Actual Budget Amount %
Operating Revenues $ 292,670,453 $299,434,777 $ (6,764,324) -2% 360,839,549 68,169,096 19% Operating Expenses
Cost of Energy 256,721,989 266,070,995 9,349,006 4% 317,090,165 60,368,176 19% Other Operating Expenses 7,669,229 7,668,893 (336) 0% 9,378,650 1,709,421 18% Total Operating Expenses 264,391,218 273,739,888 9,348,670 3% 326,468,815 62,077,597 19% Operating Income (Loss) 28,279,235 25,694,889 2,584,346 10% 34,370,733 6,091,498 Nonoperating Income/(Expense)
Interest Income 246,191 114,976 114% 148,585 131,215 (97,606) -66% Interest Expense (1,159,939) (964,052) (195,887) -20% (1,211,969) (52,030) 4% Total Nonoperating Income/(Expense) (913,748) (849,077) -8% (1,063,383) (64,671) (149,635) 14% Change in Net Position $ 27,365,487 $ 24,845,812 $ 2,519,675 $ 33,307,350 $ 5,941,863 These financial statements do not contain note disclosures, have not been subjected to an audit or review or compilation engagement, and no assurance is provided on them.

Annual

CLEAN ENERGY ALLIANCE

BUDGETARY COMPARISON SCHEDULE
Ten Months Ended April 30, 2025
Year-To-Date
Variance fav. (unfav.) Budget Less
Actual YTD
Budget
Remaining /
Budget %
Annual
Budget
June 26, 2025
CEA Treasurer’s Report

LIST OF PAYMENTS ISSUED
The report on the following page provides the details of payments issued by CEA for the month. All payments were within approved budget.

Date Vendor Memo/Description Amount
4/8/2025 REGEHR, OLIVIA Expense Report - Mar 18, 2025 to Mar 27, 2025 100.73 4/9/2025 Neyenesch Printers Board Member Orientation 333.11 4/14/2025 Keyes & Fox LLP March 2025- Professional Services 19,527.70 4/21/2025 Keyes & Fox LLP March 2025- Professional Services 10,086.00 4/21/2025 ES 1A Group 2 Opco, LLC Resource Adequacy March '25 10,360.00 4/21/2025 ES 1A Group 2 Opco, LLC Resource Adequacy March '25 14,000.00 4/21/2025 ES 1A Group 2 Opco, LLC Resource Adequacy March 25 84,000.00 4/22/2025 Neyenesch Printers Phase 4 EN#3 (OON1) Notice Mailing 3/25 and 4/1 298.22 4/22/2025 Neyenesch Printers hase 4 EN#4 Notice Mailing 3/25 and 4/1 319.37 4/22/2025 Neyenesch Printers Move Notice Mailing 3/25 and 4/1 389.47 04/01/2025 SDG&E(Service Fees) For services rendered under Schedule CCA for period February 2025 53,066.97 04/01/2025 CALPINE ENERGY SOLUTIONS February 2025 Services 288,614.70 04/02/2025 Neyenesch Printers Move Notice Mailing 3/11 and 3/18 + EN#3 and EN#4 650.49 04/02/2025 CINDY KREBS CONSULTING, INC. Employee Recruiting Consulting Services 9,600.00 04/02/2025 CINDY KREBS CONSULTING, INC. Employee Recruiting Consulting Services 9,600.00 04/02/2025 CINDY KREBS CONSULTING, INC. Employee Recruiting Consulting Services 9,600.00 04/02/2025 CINDY KREBS CONSULTING, INC. Employee Recruiting Consulting Services 9,600.00 04/02/2025 Tripepi, Smith & Associates, Inc. March 2025 - Communications and Febketing Service 14,173.10 04/02/2025 JPMorgan Facility Name: R/C COMMIT 102,395.83 04/02/2025 SDG&E June 2025 - 06/25 CEA RA Sales 595,916.90 04/03/2025 Cleantech San Diego Association Membership Period: March 2025 - March 2026 4,500.00 04/04/2025 PARTICIPATE ENERGY FUND LLC Mar 2025 PPA Reporting 991.98 04/04/2025 River City Bank CC March 2025 - Expense Reimbursement 5,515.93 04/07/2025 Pacific Gas & Electric Feb 2025 - RECs 400,000.01 04/07/2025 THE ENERGY AUTHORITY March 2025 - CAISO Weekly Statement of Activity 681,621.88 04/08/2025 BRENTECH INCORPORATED VEEAM Microsoft 365 Backup Protection 130.00 04/08/2025 BRAUN BLAISING SMITH WYNNE February 2025 - Professional Services - General Matters and Joint 737.28 04/08/2025 USPS First-Class Mail and First-Class Package Service 1,287.55 04/08/2025 City of Solana Beach Payment to member cities 4,000.00 04/08/2025 The Bayshore Consulting Group, Inc March 2025 - CCA Operations Consulting 6,956.25 04/08/2025 STERN, ANDREW For the period from March 1, 2025 through March 31, 2025 13,000.00 04/09/2025 New Gen Strategies & Solutions March 2025 -Project: CEA SDG&E ERRA REGULATORY SUPPORT 2024-2026 1,927.50 04/09/2025 AVANTI EXECUTIVE SUITES May 2025 -Rent 2,815.90 04/09/2025 EMPOWER (457b) Employee Retirement -04/05/2025 4,051.68 04/09/2025 EMPOWER (457b) Employee Retirement -04/20/2025 4,051.68 04/09/2025 EMPOWER (401a) Employee Retirement - 04/05/2025 6,460.43 04/09/2025 SDRMA Coverage Month: May 2025 11,257.51
June 26, 2025
CEA Treasurer’s Report

04/09/2025 BURKE, WILLIAMS & SORENSEN, LLP February 2025 - Legal services 16,342.98 04/14/2025 THE ENERGY AUTHORITY March 2025 - CAISO Weekly Statement of Activity 393,291.99 04/15/2025 State Compensation Insurance Fund Monthly - Worker’s Comp 564.42 04/18/2025 CalCCA 2025 Annual Conference Member Tickets 6,800.00 04/21/2025 Resi Station LLC Proxy Demand Response CEA Mar2025 1,680.00 04/21/2025 THE ENERGY AUTHORITY March 2025 - CAISO Weekly Statement of Activity - Channelside 9,553.48 04/21/2025 LEAPFROG POWER, INC. April 2025 RA (Quantity in kW) 17,921.80 04/21/2025 CALPINE ENERGY SERVICES L.P. March 2025 - CAP-CAISO-SYSTEM-NP - CAP-CAISO-LOCAL-SAN 40,000.00 04/21/2025 JPMorgan Facility Name: R/C COMMIT (2018799420000) - Fee Type: Unutilized 43,267.29 04/21/2025 Pow erex
Transactions for the Period of April 2025 PCC1 installment 5 of 12 (2025) - $61,687.50 61,687.50
04/21/2025 WESTERN POWER & STEAM II, LLC Apr 2025 RA 100,000.00 04/21/2025 DYNASTY POWER Net balance for period of March 2025 280,000.00 04/21/2025 EDF TRADING NORTH AMERICA March 2025 - Capacity Purchase - 75 MW 588,750.00 04/21/2025 THE ENERGY AUTHORITY March 2025 - CAISO Weekly Statement of Activity 782,243.01 04/21/2025 SEMPRA March 2025 - Capacity Purchases 912,500.00 04/21/2025 Orange County Pow er Authority March 2025 - System Flex -RA SWAP 1,000,000.00 04/21/2025 SDG&E (Procurement) March 2025 - 03/25 CEA - PCIA VA revenues 4,893,333.12 04/22/2025 USPS First-Class Mail and First-Class Package Service 1,281.45 04/22/2025 Maher Accountancy April 2025 Accounting, cash disbursements and related tasks 10,500.00 04/22/2025 SDG&E(Service Fees) March 2025 For services rendered under Schedule CCA for period 61,450.63 04/22/2025 CALPINE ENERGY SOLUTIONS March 2025 Services 291,118.80 04/23/2025 EMPOWER (401a) Employee Retirement - 04/20/2025 7,346.36 04/23/2025 Hall Energy Law PC Fees for Professional Services Rendered Through 2/28/2025 8,580.00 04/24/2025 Evolution Affairs, LLC March 2025 - Professional Service 1,856.25 04/28/2025 MCCAULEY, KAYLIN Expense Reimbursement - Kaylin McCauley Expense Report 2025-03-18 141.36 04/28/2025 Tripepi, Smith & Associates, Inc. March 2025 - Communications and Marketing Services 4,775.66 04/28/2025 CalCCA FY 24-25 Q4 Operational Membership Dues 113,825.00 04/28/2025 THE ENERGY AUTHORITY April 2025 - CAISO Weekly Statement of Activity 154,502.46 04/29/2025 THE ENERGY AUTHORITY March 2025 - Resource Management Monthly Fees 20,715.08 04/29/2025 Pacific Energy Advisors, Inc March 2025 - Technical Consulting Advisors 41,690.00 04/30/2025 CALIFORNIA DEPT TAX& FEE ADMIN 2025-Q! Electric Energy Surcharge 165,171.00 Multiple NEM Cash Outs (Multiple) NEM Cash Outs (Multiple) 82,854.54 Total from Operating account 12,495,682.35
04/23/2025 NRG February 2025 - Energy Purchase 3,423,198.68 04/23/2025 Shell Oil North America February 2025- Energy Purchases 3,408,539.84 04/23/2025

MORGAN STANLEY CAPITAL GROUP,
INC. March 2025 - Electricity 6,133,234.12
04/23/2025 Tecolote Wind LLC March 2025 - Resource Adequacy 132,600.00 Total from lockbox account 13,097,572.64
Staff Report
DATE: June 26, 2025
TO: Clean Energy Alliance Board of Directors
FROM: Greg Wade, Chief Executive Officer
ITEM 2: Consider Resolution No. 2025-023 Setting Time and Place for Clean Energy Alliance Board Meetings July 2025 – June 2026
RECOMMENDATION:

Adopt Resolution No. 2025-023 setting the time and place for Clean Energy Alliance Board Meetings for July 2025 – June 2026.

BACKGROUND AND DISCUSSION:

Pursuant to Section 4.8 of the Clean Energy Alliance (CEA) Joint Powers Agreement, the CEA Board shall establish the date, hour, and place of each regular meeting annually by resolution and may rotate the location of the meeting. The proposed schedule sets meetings on the last Thursday of the month at 2 p.m. with the location at City of Oceanside City Council Chambers, 300 North Coast Hwy, Oceanside CA 92054.

Staff recommends the following exceptions to the meeting date:

November Meeting – Schedule November 20, 2025 (3rd Thursday) December Meeting – Cancelled
Adopting the Board meeting calendar by resolution meets the Brown Act requirements (Government Code §54954) and provides the CEA Board the opportunity to notify the public of its scheduled regular meetings. Special meetings may be called as needed by providing 24-hour notice before the time of the special meeting. The meeting schedule will be posted to the CEA website.

Board Meeting Location/Venue
CEA has been meeting at the City of Oceanside Council Chambers for the past two years. In the interest of providing a periodic distribution of meeting location within CEA’s service territory, Staff has been exploring the possibility of other locations at which to conduct both the Board meetings and Community Advisory Committee (CAC) meetings. One option that is available to CEA is the Board Meeting Room of the Leucadia Wastewater District at 1960 La Costa Avenue in Carlsbad. This location is closely located near CEA’s offices, has plenty of free on-site parking and CEA’s Thursday meeting days do not conflict with any of their regular meetings. Additionally, the space has been offered at no charge. We are also considering other member cities’ respective City Council Chambers with the City of Vista as a possible option. Staff will continue to assess these options and will bring this item to the Board at a future meeting with the objective being to change the location of the meeting in the coming months.

June 26, 2025
Setting Time and Place of Meetings
Fiscal Year 25/26

FISCAL IMPACT:

There is no fiscal impact associated with this item.

Submitted for Board consideration:
___________________________________
Gregory Wade
Chief Executive Officer
ATTACHMENTS:

A. Resolution 2025-023, Setting Time and Place for Clean Energy Alliance Board Meetings July 2025 – June 2026

CLEAN ENERGY ALLIANCE
RESOLUTION NO. 2025-023

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CLEAN ENERGY ALLIANCE

SETTING TIME AND PLACE FOR CLEAN ENERGY ALLIANCE BOARD MEETINGS JULY 2025 – JUNE 2026
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, Oceanside, San Marcos, Solana Beach and Vista; 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 2025/26:

Location: City of Oceanside, City Council Chambers
300 North Coast Hwy
Oceanside, CA 92054
July 31, 2025 2 p.m.

August 28, 2025 2 p.m.

September 25, 2025 2 p.m.

October 30, 2025 2 p.m.

November 20, 2025 2 p.m.

January 29, 2026 2 p.m.

February 26, 2026 2 p.m.

March 26, 2026 2 p.m.

April 30, 2026 2 p.m.

May 28, 2026 2 p.m.

June 25, 2026 2 p.m.

Section 2. That the fiscal year 2025-26 meeting calendar will be posted to the Clean Energy Alliance website.

Attachment A
CEA Resolution No. 2025-023
Time and Place for CEA
Board Meetings 2025-2026
The foregoing Resolution was passed and adopted this 26th day of June, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:
________________________________________
Katie Melendez, Board Chair
ATTEST:
_______________________________
Ana Marie Alarcon, Clerk to the Board
Staff Report
DATE: June 26, 2025
TO: Clean Energy Alliance Board of Directors
FROM: Andrew Stern, Chief Financial Officer
ITEM 3: Consider Adoption of Resolution No. 2025-024 Approving Amendment No. 3 to the Agreement with Maher Accountancy for CEA Accounting Services for an amount not to exceed $166,000 and extending the term to be effective July 1, 2025, through June 30, 2026.

RECOMMENDATION:

Adopt Resolution No. 2025-024 approving Amendment No. 3 to the Agreement with Maher Accountancy (“Maher”) for CEA Accounting Services, for an amount not to exceed $166,000, effective July 1, 2025, through June 30, 2026 and authorizing the Chief Executive Officer to sign all documents, subject to General Counsel approval.

BACKGROUND AND DISCUSSION:

Maher has served as Clean Energy Alliance’s (CEA’s) outside accounting services provider starting on March 1, 2022. The services provided include accounts payable, payroll, accounts receivable, monthly general ledger accounting, processing Net Energy Metering (NEM) checks, providing monthly treasury reports and GAAP-compliant compiled financial statements including balance sheet, income statement and cash flows. In addition, Maher also manages the annual financial audit by coordinating with CEA’s selected independent auditor. Other services include the filing of various government reports and payroll tax returns. Maher has deep experience as it also provides similar accounting support services to a number of other California-based CCAs.

The initial Agreement with Maher covered the period from March 1, 2022, through February 28, 2023.

The Agreement was subsequently amended twice. The most recent amendment covered the period from July 1, 2024 to June 30, 2025, and provided for a monthly fee of $10,500 plus a fee of $10,000 for annual audit support. This proposed Amendment No. 3 has a fee of $13,000 plus a fee of $10,000 for annual audit support. The increase from the prior year reflects increased payroll activity and an expanded customer base that has translated into increased accounting activity.

Maher’s services have been invaluable. The current Agreement with Maher will expire on June 30, 2025.

A new extension would allow those services to continue through June 30, 2026.

June 26, 2025
Maher Accountancy

FISCAL IMPACT:

Funds for the Fiscal Year (FY) 25/26 amendment have been assumed in the CEA financial pro forma and are included in the proposed FY 25/26 Budget.

Submitted for Board consideration:
___________________________________
Gregory Wade
Chief Executive Office
ATTACHMENTS:

A. Resolution No. 2025-024, approving Amendment No. 3 between Clean Energy Alliance and Maher Accountancy for CEA Accounting Services
B. Amendment No. 3 between Clean Energy Alliance and Maher Accountancy for CEA Accounting Services

CLEAN ENERGY ALLIANCE
RESOLUTION NO. 2025-024

A RESOLUTION OF THE BOARD OF DIRECTORS OF CLEAN ENERGY
ALLIANCE APPROVING AMENDMENT NO. 3 TO EXTEND THE

AGREEMENT WITH MAHER ACCOUNTANCY FOR ONE YEAR FOR CEA

ACCOUNTING SERVICES AND AUTHORIZING THE CHIEF EXECUTIVE

OFFICER TO EXECUTE THE AGREEMENT IN AN AMOUNT NOT TO EXCEED $166,000
WHEREAS, Clean Energy Alliance (CEA) is a joint powers authority established on November 4, 2019, and organized under the Joint Exercise of Powers Act (Government Code Section 6500 et seq.); and
WHEREAS, Maher Accountancy has provided accounting services to CEA since March 1, 2022; and
WHEREAS, Maher Accountancy’s services are needed on a continuing basis to provide general accounting services including accounts payable, payroll, and financial statement preparation; and
WHEREAS, Staff believes that Maher Accountancy’s fees are fair and reasonable.

NOW, THEREFORE, BE IT RESOLVED the Board of Directors of Clean Energy Alliance hereby finds, determines and resolves as follows:

Section 1. The foregoing recitals are true and correct and incorporated fully herein.

Section 2. Amendment No. 3 with Maher Accountancy for CEA Accounting Services effective July 1, 2025 through June 30, 2026 is hereby approved.

Section 3. The Chief Executive Officer is hereby authorized and directed to execute Amendment No. 3 with Maher Accountancy for an amount not to exceed $166,000 in a form substantially similar to that presented to the Board of Directors on June 26, 2025, with any changes subject to General Counsel approval.

Section 4. The Chief Executive Officer is hereby authorized and directed to execute such other documents and take such other and further actions as may be necessary and proper to accomplish the purposes of this resolution.

Attachment A
CEA No. Resolution 2025-024
Maher Amendment

The foregoing Resolution was passed and adopted on this 26th day of June, 2025 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:
_______________________________________
Katie Melendez, Board Chair
ATTEST:
_______________________________
Ana Marie Alarcon, Clerk to the Board
Staff Report
DATE: June 26, 2025
TO: Clean Energy Alliance Board of Directors
FROM: Greg Wade, Chief Executive Officer
ITEM 4: Consider Adoption of Resolution No. 2025-025 Approving and Authorizing Execution of a Professional Services Agreement (PSA) with Tripepi Smith and Associates, Inc. for Communications and Marketing Services
RECOMMENDATION:

Adopt Resolution No. 2025-025 and approving and authorizing execution of a Professional Services Agreement (PSA) with Tripepi Smith and Associates, Inc. for Communications and Marketing Services.

BACKGROUND AND DISCUSSION:

On September 7, 2020, following issuance of a Request for Proposals (RFP), Clean Energy Alliance (CEA) executed a Professional Services Agreement (PSA) for Communications and Marketing Services with Tripepi Smith and Associates, Inc. (Tripepi Smith). Since then, the CEA Board of Directors (Board) has approved and authorized execution of successive PSAs to provide these services. These additional PSAs were authorized to maintain a consistent and ongoing messaging and communications presence during successive years of CEA territory expansion during which communication with and outreach to CEA’s incoming member agencies and their residents and businesses was essential. The institutional knowledge and experience in Community Choice Aggregation in California was also an important consideration in maintaining this consultant relationship with Tripepi Smith.

Tripepi Smith continues to provide significant and unique experience and institutional knowledge vital to ensuring that CEA’s messaging and communications are effective and meaningful. As such, the PSA with Tripepi Smith has and continues to provide a robust compliment of communications and marketing services including:
• Website maintenance
• Social media monitoring and content development
• Board meeting technology support
• Media monitoring
• Press release development
• Video production
• Graphic Design
• Event staffing
June 26, 2025
Tripepi Smith PSA

The PSA with Tripepi Smith provides CEA access to these services without making a more significant financial investment than in retaining in-house staff to perform them.

The Tripepi Smith team has provided excellent service, timely response to requests, and graphic designs that represent CEA and convey desired image and information dissemination. During that time, CEA’s need for Communication and Marketing services has continued to grow along with its expanded service territory, the increased number of customer accounts and CEA staff growth and engagement in the work of Tripepi Smith. Additionally, as directed by the Board, customer engagement and outreach, particularly to hard-to-reach customers, will become increasingly important in carrying out the goals and objectives of the CEA Strategic Plan and Work Plan over the next two fiscal years.

As such, staff recommends the CEA Board approve this PSA with Tripepi Smith through June 30, 2027. The cost for the services provided by Tripepi Smith for the past two fiscal years are for a not-to-exceed amount of $180,000, with no increases. This proposed PSA recommends a cost increase in Fiscal Year (FY) 2025/26 to $218,000 and in FY 2026/27 to $229,000. It is anticipated that, during this upcoming fiscal year, staff will evaluate its marketing and communications needs and whether any services currently being provided under the terms of this PSA can be brought “in house” and executed both by current and future CEA staff.

FISCAL IMPACT:

As noted above, the proposed PSA with Tripepi Smith is for an amount not to exceed $218,000 in FY 2025/26 and for $229,000 in FY 2026/27. Sufficient funds are available and included in the proposed FY 2025/26 Budget for this PSA and will similarly be included in the FY 2026/27 Budget if approved by the CEA Board. The total contract amount for this two-year period is $445,400.

Submitted for Board consideration:
___________________________________
Gregory Wade
Chief Executive Officer
ATTACHMENTS:

A. Resolution No. 2025-025 Approving a PSA with Tripepi Smith and Associates, Inc. for Communications and Marketing Services
B. Professional Services Agreement (PSA) with Tripepi Smith and Associates, Inc. for Communication Marketing Services for FY 2025/26 though FY 2026/27

CLEAN ENERGY ALLIANCE
RESOLUTION NO. 2025-025

A RESOLUTION OF THE BOARD OF DIRECTORS OF CLEAN ENERGY

ALLIANCE A PROFESSIONAL SERVICES AGREEMENT WITH TRIPEPI SMITH AND ASSOCIATES, INC.

WHEREAS, Clean Energy Alliance (CEA) is a Joint Powers Authority, formed in November 2019, whose members cities include Carlsbad, Del Mar, Escondido, Oceanside, San Marcos, Solana Beach and Vista; and
WHEREAS, as a load serving entity with a load that has grown from its conception in 2019 to its current service area and staffing level in 2025, CEA requires the continuing services of its Communications and Marketing services consultant, Tripepi Smith and Associates, Inc. (Tripepi Smith); and
WHEREAS, the Interim Chief Executive Officer (CEO) of CEA executed an initial Professional Services Agreement (PSA) with Tripepi Smith on September 7, 2020 and another executed on July 1, 2021 to provide additional services; and WHEREAS, as CEA’s service territory expanded, additional Communications and Marketing service needs also expanded resulting in the execution of a new PSA with Tripepi Smith on July 1, 2022 and July 1, 2023, the latter of which expires on June 30, 2025; and WHEREAS, CEA’s need for Communication and Marketing services has continued to grow with the expanded service territory and the CEA Board or Directors now desires to approve a PSA for Communications and Marketing Services with Tripepi Smith for a two-year period from July 1, 2025 to June 30, 2027.

NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of the Clean Energy Alliance, as follows:

Section 1. The Board of Directors of Clean Energy Alliance hereby approves the Professional Services Agreement with Tripepi Smith for Communications and Marketing Services with the amount not to exceed $218,000 for Fiscal Year 2025-2026, beginning July 1, 2025 through June 30, 2026, and an amount not to exceed $229,000 for Fiscal Year 2026-2027, beginning July 1, 2026 through June 30, 2027.

Section 2. The Board of Directors of Clean Energy Alliance hereby authorizes and directs the CEO to execute this Professional Services Agreement in a form substantially similar to that presented to the Board on June 26, 2025.

Section 3. This Resolution shall take effect immediately upon approval.

Attachment A
CEA No. Resolution 2025-025
Tripepi Smith PSA

The foregoing Resolution was passed and adopted this 26th day of June, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:
________________________________________
Katie Melendez, Board Chair
ATTEST:
_______________________________
Ana Marie Alarcon, Clerk to the Board

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AGREEMENT BETWEEN THE CLEAN ENERGY ALLIANCE AND
TRIPEPI SMITH AND ASSOCIATES, INC. FOR

COMMUNICATIONS AND MARKETING SERVICES
THIS AGREEMENT, is entered into this 1st of July, 2025, by and between CLEAN ENERGY ALLIANCE, an independent joint powers authority ("Authority"), and Tripepi Smith and Associates, Inc., a California Corporation ("Consultant") (collectively referred to as the “Parties” or individually as a “Party”), with respect to the following essential facts:

RECITALS:

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

B. Consultant possesses the skill, experience, ability, background, and knowledge to provide the services described in this Agreement pursuant to the terms and conditions described herein and is duly authorized and registered to do business in the State of California.

C. Authority and Consultant desire to enter into this Agreement for Communication and Marketing Services.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on July 1, 2025, and shall terminate on June 30, 2027, unless terminated earlier pursuant to Section 18 hereof or extended upon the written mutual agreement of the Parties.

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

3. COMPENSATION TO CONSULTANT
Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed Two Hundred and Eighteen Thousand dollars ($218,000) in fiscal year 2025-2026 and Two Hundred and Twenty-Nine Thousand dollars ($229,000) in fiscal year 2026- 2027 based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

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

Attachment B

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5. STANDARD OF CARE
Consultant agrees to perform all services required by this Agreement in a manner commensurate with or exceeding the prevailing standards for a communications and marketing services consultant in California and agrees that all services shall be performed by qualified and experienced personnel in conformity with the applicable requirements of federal, state and local laws in effect at the time that the services are being performed.

6. INDEPENDENT PARTIES
Authority and Consultant intend that the relationship between them created by this Agreement is that of an independent contractor. The manner and means of conducting the work are under the control of Consultant as an independent contractor and in pursuit of Consultant’s independent calling, except to the extent that they are limited by statute, rule or regulation or the express terms of this Agreement. The Consultant has and shall retain the right to exercise full control and supervision of all persons assisting the Consultant in the performance of the services required by this Agreement, Authority only being concerned with the finished results of the work being performed. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by Authority to its employees, including but not limited to, employer-paid payroll taxes, Social Security, retirement benefits, health benefits, unemployment insurance, workers’ compensation plans, vacation and sick leave, nor any other benefits are available from Authority to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. It is the intent of the Parties that neither Consultant nor its officers, employees or agents are to be considered employees of Authority, whether “common law” or otherwise, and Consultant shall indemnify, defend and hold Authority harmless from any such obligations related to its officers, employees and agents.

7. NO RECOURSE AGAINST CONSTITUENT MEMBERS OF AUTHORITY.

Authority is organized as a Joint Powers Authority in accordance with the Joint Powers Act of the State of California (Government Code Sections 6500 et seq.) pursuant to a Joint Powers Agreement dated November 4, 2019, as amended from time to time, and is a public entity separate from its constituent members. Authority shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Contractor shall have no rights and shall not make any claims, take any actions or assert any remedies against any of Authority’s constituent members in connection with this Agreement.

8. NON-DISCRIMINATION
Consultant agrees that it shall not harass or discriminate against a job applicant, an Authority employee or contractor, or Consultant’s employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital or veteran status, medical condition, pregnancy, sex, age, sexual orientation, genetic information, gender expression, or any other protected class. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their sex, race,

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color, age, religion, ancestry, national origin, disability, military or veteran status, medical condition, genetic information, gender expression, marital status, or sexual orientation and shall make reasonable accommodation to qualified individuals with disabilities or medical conditions.

Such action shall include, but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, or recruitment advertising, layoff or termination, rates of pay, or other forms of compensation, and selection for training, including apprenticeship. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement.

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

B. Employee Benefits Eligibility Indemnification. In the event that Consultant’s employee, subcontractor, independent contractor or other person providing services under this Agreement on Consultant’s behalf (collectively, “Consultant’s Personnel”) claims or is determined by a court of competent jurisdiction or administrative agency to be eligible for enrollment in or entitled to any benefits of the Authority or its constituent members, Consultant shall indemnify, defend, and hold harmless Authority or its constituent members for the payment of any employer and employee contributions for such benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions that would otherwise be the responsibility of the Authority or its constituent members. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant’s Personnel providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation and benefit including, but not limited to, eligibility to enroll in any benefit program as an employee of Authority or its constituent members and entitlement to any contributions to be paid by Authority or its constituent members for employer contributions and/or employee contributions for any employee benefits.

C. Indemnification for Employee Payments. Consultant agrees to defend and indemnify the Authority and its constituent members for any obligation, claim, suit or demand for tax, retirement contribution including any contribution to any retirement system, social security, salary or wages, overtime payment, or workers’ compensation payment which the Authority or its constituent members may be required to make for work done under this Agreement.

D. The acceptance of the services provided by this Agreement by Authority shall not operate as a waiver of the right of indemnification. The provisions of this Section 9 shall not be limited by any provision of insurance coverage that the Consultant may have in effect or be required to obtain and maintain during the term of this Agreement. The provisions of this Section

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9 are continuing obligations and survive the completion of the services or termination of this Agreement.

10. INSURANCE:

A. General Requirements. On or before the commencement of the term of this Agreement, Consultant shall furnish Authority with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit "D," which is attached hereto and incorporated herein by this reference. Such insurance and certificates, which do not limit Consultant’s indemnification obligations under this Agreement, shall also contain substantially the following statement:
"Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the Authority by certified mail, Attention: General Counsel. Ten (10) days advance written notice for cancellation due to non-payment of premium shall be provided by the insurer to the Authority in the same manner." Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to Authority and licensed to do insurance business in the State of California. Endorsements naming the Authority as additional insured shall be submitted with the insurance certificates. All endorsements shall be on forms approved by Authority. Consultant shall provide certified copies of required insurance policies, which shall include the declaration pages, a schedule of forms listing all policy endorsements, and all policy forms, upon Authority’s request.

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

C. Primary and Non-contributory. The commercial general liability, including any excess or umbrella policies being used to meet the required limits of insurance, and automobile liability policies shall contain, or be endorsed to contain, a provision that such policies are primary and non-contributory to any insurance that may be carried by the Authority or its members, as reflected in an endorsement at least as broad as CG 20 01 04 13, which shall be submitted to the Authority. Any insurance or self-insurance maintained by the Authority, its members or their respective officers, officials, employees, or representatives shall be excess of the Consultant’s insurance and shall not contribute with it.

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

E. Additional Insured. Authority, its members, and their respective, officers, employees and volunteers shall be named as additional insureds under all insurance coverages,

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

F. Self-Insured Retentions. Any self-insured retentions are the responsibility of the Consultant and must be declared to and approved by Authority. At the option of Authority, either (1) the insurer shall reduce or eliminate such self-insured retentions as respects the Authority, its members and their respective officers, officials, employees and volunteers, or (2) the Consultant shall provide a financial guarantee satisfactory to Authority guaranteeing payment of losses and related investigations, claim administration, and defense expenses.

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

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

I. Special Risks or Circumstances. Authority reserves the right to modify these requirements, including limits, based on the nature of risk, prior experience, insurer, coverage, or other special circumstances.

11. CONFLICT OF INTEREST
Consultant represents and warrants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it will not employ any person having such an interest.

Consultant agrees to advise Authority immediately if any conflict arises and understands that it will be required to fill out a conflict of interest form under Authority’s Conflict of Interest Code.

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

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

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

The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or managing member or joint venturer or syndicate member or cotenant, if Consultant is a partnership or limited liability company or joint venture or syndicate or cotenancy, which shall result in changing the control of

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Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation or partnership or limited liability company or other entity.

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

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

C. If Consultant subcontracts for any of the work to be performed under this Agreement, Consultant shall be as fully responsible to the Authority for the acts and omissions of Consultant’s subcontractors and for the persons either directly or indirectly employed by the subcontractors, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in the Agreement shall create any contractual relationship between any subcontractors of Consultant and the Authority or its members. In any dispute between the Consultant and its subcontractor, neither the Authority nor any of its members shall be made a party to any judicial or administrative proceeding to resolve the dispute. The Consultant agrees to defend, hold harmless and indemnify the Indemnitees as described in Section 9 of this Agreement, should any of the Indemnitees be made a party to any judicial or administrative proceeding to resolve any such dispute.

D. Consultant agrees to include within their subcontract(s) with any and all subcontractors the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor’s work.

Subcontractors hired by Consultant shall agree to be bound to Consultant and Authority in the same manner and to the same extent as Consultant is bound to Authority under this Agreement.

Subcontractors shall agree to include these same provisions within any sub-subcontract.

Consultant shall provide a copy of the Indemnity and Insurance provisions of this Agreement to any subcontractor. Consultant shall require all subcontractors to provide valid certificates of insurance and the required endorsements prior to commencement of any work and will provide proof of compliance to Authority.

14. REPORTS
A. Each and every report, draft, work product, map, drawing, specification, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of Authority and is hereby assigned to the Authority. Consultant shall not copyright any Report prepared as part of the services required by this Agreement, except as may be requested on Authority’s behalf. Consultant expressly waives and disclaims, any copyright in, and the right to reproduce all Reports, except upon the Authority’s prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The Consultant shall, upon request of the Authority, execute any further document(s) necessary to further effectuate this

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waiver and disclaimer. Any Report, information and data acquired or required by this Agreement shall become the property of Authority, and all publication rights are reserved to Authority.

Consultant may retain a copy of any Report furnished to the Authority pursuant to this Agreement.

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

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

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

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

16. CONFIDENTIALITY AND SECURITY
A. Confidential Information. Consultant shall maintain in confidence and not disclose to any third party nor use in any manner not required or authorized under this Agreement any and all proprietary or confidential information held by Authority or provided to Consultant by Authority, including confidential information regarding Authority’s customers and employees, except as may be required by law.

B. Security.

1. Implementation. Consultant shall implement commercially reasonable administrative, technical and physical safeguards designed to: (a) ensure the security and confidentiality of data and information provided by Authority or used in connection with providing services under this Agreement, including data or information about third parties (“Authority’s Data”); (b) protect against any anticipated threats or hazards to the security or integrity of Authority’s Data; and (c) protect against unauthorized access to or use of Authority’s Data. Consultant shall review and test such safeguards on no less than an annual basis.

2. Network. If Consultant makes Authority’s Data accessible through the Internet or other networked environment, Consultant shall be solely responsible for all aspects of Internet use, and shall maintain, in connection with the operation or use of Authority’s Data, adequate technical and procedural access controls and system security requirements and devices, necessary for data privacy, confidentiality, integrity, authorization, authentication and non-repudiation and virus detection and eradication.

3. Personal Data. If Consultant processes or otherwise has access to any personal

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data or personal information on Authority’s behalf when performing Consultant’s services and obligations under this Agreement, then: (a) Authority shall be the data controller (where “data controller” means an entity which alone or jointly with others determines purposes for which and the manner in which any personal data are, or are to be, processed) and Consultant shall be a data processor (where “data processor” means an entity which processes the data only on behalf of the data controller and not for any purposes of its own); (b) Authority shall ensure that it has obtained all necessary consents and it is entitled to transfer the relevant personal data or personal information to Consultant so that Consultant may lawfully use, process and transfer the personal data and personal information in accordance with this Agreement on Authority’s behalf in order for Consultant to provide the services and perform its other obligations under this Agreement; (c) Consultant shall process the personal data and personal information only in accordance with any lawful and reasonable instructions given by Authority from time to time and in accordance with the terms of this Agreement; and (d) each Party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data and personal information or its accidental loss, destruction or damage so that, having regard to the state of technological development and the cost of implementing any measures, the measures taken ensure a level of security appropriate to the harm that might result from such unauthorized or unlawful processing or accidental loss, destruction or damage in relation to the personal data and personal information and the nature of the personal data and personal information being protected.

If necessary, the Parties will cooperate to document these measures taken.

4. Information Security. Consultant represents and warrants that its collection, access, use, storage, disposal and disclosure of Confidential Information accessed and/or collected from Authority does and will comply with all applicable federal and state privacy and data protection laws. In the event of any security breach, Consultant shall:
(a) Provide Authority with the name and contact information for an employee who shall serve as Authority’s primary security contact and shall be available to assist Authority twenty-four (24) hours per day, seven (7) days per week as a contact in resolving obligations associated with a security breach; and (b) Notify Authority of a security breach as soon as practicable, but no later than twenty-four (24) hours after Consultant becomes aware of it. Immediately following Consultant’s notification to Authority of a security breach, the Parties shall coordinate with each other to investigate the security breach. Consultant agrees to fully cooperate with Authority in Authority’s handling of the matter. Consultant shall use best efforts to immediately remedy any security breach and prevent any further security breach at Consultant’s own expense in accordance with applicable privacy rights, laws, regulations and standards. Consultant agrees to provide, at its expense, up to one year of credit monitoring services to third parties impacted by any data breach involving the loss of personally identifiable information.

C. Notice and Remedy of Breaches. Each Party shall promptly give notice to the other of any actual or suspected breach by it of any of the provisions of Section 16 of this Agreement, whether or not intentional, and the breaching Party shall, at its expense, take all steps reasonably requested by the other Party to prevent or remedy the breach.

D. Enforcement. Each Party acknowledges that any breach of any of the provisions of Section 16 of this Agreement may result in irreparable injury to the other for which money

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damages would not adequately compensate. If there is a breach, then the injured Party shall be entitled, in addition to all other rights and remedies which it may have, to have a decree of specific performance or an injunction issued by any competent court, requiring the breach to be cured or enjoining all persons involved from continuing the breach.

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

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

TO AUTHORITY:

Clean Energy Alliance
Chief Executive Officer
5857 Owens Ave, 3rd Flr
Carlsbad, CA 92008
TO CONSULTANT:

Ryder Todd Smith
Tripepi Smith and Associates, Inc.

P.O. Box 52152
Irvine, CA 92619

18. TERMINATION
A. In the event Consultant fails or refuses to perform any of the provisions hereof at the time or in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If Consultant fails to cure the default within the time specified (which shall be not less than 10 days) and according to the requirements set forth in Authority’s written notice of default, and in addition to any other remedy available to the Authority by law, Authority may terminate the Agreement by giving Consultant written notice thereof, which shall be effective immediately. Authority also shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving ten (10) calendar days' prior written notice to Consultant as provided herein. Upon receipt of any notice of termination, Consultant shall immediately discontinue performance and within five (5) working days: (1) assemble all documents owned by Authority and in Consultant’s possession, and deliver said documents to Authority; and (2) place all work in progress in a safe and protected condition.

B. Authority shall pay Consultant for services satisfactorily performed up to the effective date of termination. Upon termination, Consultant shall immediately deliver to the Authority any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by Consultant or given to Consultant, in connection with this Agreement. Such materials is the property of Authority pursuant to Section 14 hereof.

19. COMPLIANCE

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Consultant shall comply with all applicable local, state and federal laws, now existing or hereafter amended or enacted.

20. CONFLICT OF LAW
This Agreement shall be interpreted under, and enforced by the laws of the State of California. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought related to this Agreement shall be filed with the Superior Court of the County of San Diego, State of California. Consultant hereby waives any and all objections to personal jurisdiction and venue in said forum.

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

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

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

24. DRAFTING AMBIGUITIES
The Parties agree that they are aware that they have the right to be advised by counsel with respect to the negotiations, terms and conditions of this Agreement, and the decision of whether or not to seek advice of counsel with respect to this Agreement is a decision which is the sole responsibility of each Party. This Agreement shall not be construed in favor of or against either Party by reason of the extent to which each Party participated in the drafting of the Agreement.

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

26. CAPTIONS AND TERMS
The captions in this Agreement are for convenience only, are not a part of the Agreement

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and in no way affect, limit or amplify the terms or provisions of this Agreement.

27. CONSEQUENTIAL DAMAGES
Neither Party shall be liable to the other for consequential damages, including, without limitation, loss of use or loss of profits, incurred by one another or their subsidiaries or successors, regardless of whether such damages are caused by breach of contract, willful misconduct, negligent act or omission, or other wrongful act of either of them.

28. SEVERABILITY
In the event that any part of this Agreement is found to be illegal or unenforceable under the law as it is now or hereafter in effect, either Party will be excused from performance of such portion or portions of this Agreement that is found to be illegal or unenforceable without affecting the remaining provisions of this AGREEMENT.

29. COUNTERPARTS/ELECTRONIC SIGNATURES
This Agreement may be executed electronically and in any number of counterpart, which together shall constitute one and the same agreement. A true and correct electronic copy of this Agreement may be used for all purposes as an original.

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

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

TRIPEPI SMITH AND ASSOCIATES, INC.

By: __________________________
Name: Ryder Todd Smith
Title: President

CLEAN ENERGY ALLIANCE
A Joint Powers Authority
By: ___________________________
Name: Gregory Wade
Title: Chief Executive Officer
APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_______________________
Authority Clerk
2 Exhibit A
Scope of Services
Below is a summary of the plan for 2025-2027. This summarizes annual, ongoing and new tasks that are the basis for projected 2025-2027 costs.

FY 25/26 FY 26/27 (Includes estimated 5% CPI Increase)
Monthly Retainer $15,026*12 $15,777*12
$180,312 $189,324
Annual Tasks $6,910 $7,256
Special Projects As Needed $30,000 $31,500
Total Annual Not-To-Exceed $217,222 $228,080
FY25-27 Total Contract Not To Exceed: $445,400
Plan: FY 2025-2027
• Black: One-time Projects > Green: Ongoing/Repeating Tasks Annual Tasks ($14,166)
• Website Hosting Fee (2GB) ..........July
• Meltwater Media Monitoring Services ..................July Ongoing Tasks ($369,636)
> Bi-weekly Client Calls .................................. continued > Project Management ................................... continued > Meeting Attendance/Broadcast* ........... continued
> Expanded Content Support ............new/continued
> Outreach/Press/PR....................................... continued > Outreach: Execution/Reporting ............. continued > Expanded Social Media: Support new/continued
> Website: Content/Tech Support..........continued
> Expanded Graphic Support: 10hrs Monthlynew/continued
> Meltwater Tracking & Analytics .......continued
> Seven-Member Agency Relations new/continued
* Above pricing for “Board & CAC Meeting Support” based on 18 meetings/year. Any additional Board or CAC meetings will be billed for on an ad hoc basis at retainer rates.

Special Projects As Needed ($61,500)
• Video Production
• Additional Graphic Design
• Photography
• Event Staffing
• Program Marketing
• Etc.

Proposal Breakdown
Certain costs may appear slightly more or less here due to rounding.

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Exhibit B
Schedule of Performance

See Exhibit A Scope of Services
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Exhibit C
Compensation
Authority shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below.

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

The compensation to be paid to Consultant under this Agreement for all services described in Exhibit “A” and reimbursable expenses shall not exceed a total of $445,400 dollars. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to Authority unless previously approved in writing by Authority.

Consultant will be paid on a fixed price basis for its work over the 24-month period. The total cost of the fixed engagement is $445,400, broken down as follows:

FY 25/26 FY 26/27(Includes estimated 5% CPI Increase)
Monthly Retainer $15,026 * 12 $180,312 $189,324
Annual website and media monitoring fees $6,910 $7,256
Special projects as needed $30,000 $31,500
Total annual not to exceed $217,222 $228,080
Rates
2025-26 Hourly Rates Standard Reduced Retainer
Principal $380 $315
Director $265 $225
Art/Creative Director $265 $225
Senior Business Analyst $205 $180
Business Analyst $150 $125
Junior Business Analyst $115 $100
Senior Videographer/Animator $205 $175
Senior Photographer $175 $150
Videographer/Photographer $140 $120
Junior Videographer/Photographer $115 $100
Senior Graphic Designer $195 $165
Graphic Designer $140 $100
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2025-26 Hourly Rates Standard Reduced Retainer
Junior Graphic Designer $115 $100
Web Developer $210 $185
Junior Web Developer $115 $100
Drone Operator $205 $180
Council Chamber A/V Operator $115 $100
Consultant will increase the hourly rates and retainer fees for all resources by five percent (5%) or the national BLS Consumer Price Index (CPI) — whichever is higher — each year on the anniversary of the contract, starting on the first anniversary of any contract when the contract duration is longer than one year. Otherwise, new rates will be negotiated with each new contract renewal period.

Time at Consultant is billed in 15-minute increments – i.e. we invoice our time in the following examples: 1.25, .75, 4 or 6.5 hours.

If Consultant is requested to be onsite, it will invoice for travel time at half rate of the resource’s Standard Rate. Travel costs will only be reimbursed when agreed upon in writing in advance by Authority.

Other Fees
Because Consultant offers a broad set of services, including extensive content production, it has some other content production-related fees that may come up during the course of our engagement as set forth below.

Equipment Fees
Consultant offers some services that require equipment, such as drone operations and video production. As such, in those cases, the following rates apply:
• $650 for a full day of video equipment use (includes full set of video equipment). “Full day” is defined as a shoot lasting four or more hours. $450 for a half day of video equipment use. “Half day” is defined as anything under four hours of video production.

All such expenses will be authorized by the organization prior to fee being assessed. • $550/day drone fee applies and is not inclusive of the drone operator time (Drone Operator rate).

Printing Fees
Consultant is happy to use a printer of the Authority’s choosing for print production work, or to recommend a printer with whom we have experience. Consultant typically has the printer bill the Authority directly for work. Consultant makes no money on print services and has no economic interest in the selected print vendor other than ensuring quality and fair pricing for Authority. If Consultant is asked to pay the bill for the Authority in writing, it will apply a 10% agency fee to SD #4884-7906-9254 v1
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the reimbursement expense.

Digital Advertising Fees
Consultant is a Google Partner and Constant Contact Solution Provider and has Facebook Certified staff. Consultant considers digital platforms to be a cornerstone element of any outreach strategy; often this comes with digital advertising fees. Consultant typically uses a client’s credit card to cover such fees, and those fees are impossible to estimate at this time without our firm being engaged in the work with the team. If a Consultant credit card is used to run the advertising campaign, then Consultant will charge an additional 10% agency fee on all advertising charges to compensate for the administrative overhead. * Media Placement Fees
Purchase fees for advertising media space is not included on Consultant advertising proposals.

Usually, clients contract directly with media, but in the event Consultant covers these fees, then Consultant will charge an additional 10% agency fee on all advertising charges to compensate for the administrative overhead.
** Consultant Partnerships
Consultant has financial interest in certain related entities. These partnerships allow Consultant to offer clients extra media reach or additional services at partner pricing. Entities include PublicCEO (digital news about public affairs, reaching over 16,000 California government executives), Civic Business Journal (digital interest stories about the people in local government), FlashVote (planning, implementing, measuring civic surveys), and TS Talent Solutions (talent search services for local government and related agencies).

Invoices
Monthly Invoicing: In order to request payment, Consultant shall submit monthly invoices to the Authority describing the services performed and the applicable charges. Monthly ad hoc invoices will include a summary of the work performed during that period, personnel who performed the services and hours worked).

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

Additional Services
Consultant shall provide additional services outside of the services identified in Exhibit A only by advance written authorization from Authority prior to commencement of any additional services.

Consultant shall submit, at the Board’s request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed maximum compensation.

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Exhibit D
Insurance Requirements and Proof of Insurance
Proof of insurance coverage described below is attached to this Exhibit, with Authority and its members and their respective officials, officers, employees, agents and volunteers named as additional insured.

Consultant shall maintain the following minimum insurance coverage:

A. COVERAGE:
(1) Workers' Compensation:

Statutory coverage as required by the State of California and providing, at minimum, $1,000,000.00 employers’ liability coverage.
(2) Liability:

Commercial general liability (“CGL”) coverage with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate for bodily injury and property damage, including ongoing and completed operations. ISO occurrence Form CG 0001 or equivalent is required. If limits apply separately to this Agreement (CG 25 03 or 25 04), the general aggregate limit shall not apply. There shall be no endorsement or modification of the CGL limiting the scope of coverage for either insured vs. insured claims or contractual liability. All defense costs shall be outside the limits of the policy. If Consultant or subcontractor maintains higher limits than the limits shown above, Authority shall be entitled to coverage for the higher limits maintained by the Consultant and their subcontractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Authority.

Any excess or umbrella policies being used to meet the required limits of insurance will be evaluated separately and must meet the same qualifications as the Consultant’s primary policy.
(3) Automotive:

Commercial Automobile Liability Insurance for all of the Consultant’s automobiles including owned, hired and non-owned automobiles, automobile insurance written on an ISO form CA 00 01 12 90 or a later version of this form or an equivalent form providing coverage at least as broad for bodily injury and property damage for a combined single limit no less than $1,000,000.00 per occurrence. Insurance certificate shall reflect coverage for any automobile (any auto).
(4) Professional Liability
Professional liability insurance that includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000 per claim and $2,000,000 annual aggregate. Consultant shall ensure both that (1) the policy SD #4884-7906-9254 v1
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retroactive date is on or before the date of commencement of the services; and (2) the policy will be maintained in force for a period of three years after substantial completion of the services or termination of this Agreement, whichever occurs last. Consultant agrees that for the time period defined above, there will be no changes or endorsements to the policy that increase Authority’s exposure to loss.

All defense costs shall be outside the limits of the policy. If Consultant maintains higher limits than the limits shown above, Authority shall be entitled to coverage for the higher limits maintained by Consultant. Any available proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Authority.
(5) Cyber Liability
Consultant maintain Cyber Liability with a limit of $2,000,000 per occurrence or claim and $2,000,000 annual aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as are undertaken by Consultant in this Agreement and shall include claims involving infringement of intellectual property, infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to such obligations. All defense costs shall be outside the limits of the policy.

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Staff Report
DATE: June 26, 2025
TO: Clean Energy Alliance Board of Directors
FROM: Greg Wade, Chief Executive Officer
ITEM 5: Clean Energy Alliance Chief Executive Officer Operational and Administrative Report

RECOMMENDATION:

Receive and File the Chief Executive Officer (CEO) Operational and Administrative Report.

BACKGROUND AND DISCUSSION:

This report provides an update to the Clean Energy Alliance (CEA) Board regarding operational and administrative activity.

OPERATIONAL UPDATE
CEA in the Community
To provide opportunities for the customers and communities we serve to meet with CEA staff and have their questions answered, staff continue to attend several in-person community events and give presentations. CEA has been busy with many of these scheduled outreach efforts. Recent events and presentations that CEA participated in:

DATE DESCRIPTION
May 30, 2025 San Diego Equality Awards
June 4, 2025 Escondido City Council Presentation
June 18, 2025 Coastal Business Expo – Oceanside Chamber June 21, 2025 North County NAACP Juneteenth Festival
Upcoming events in which CEA will be participating include:

DATE DESCRIPTION
August 14, 2025 North County Health & Wellness Fair - Oceanside June 26, 2025
CEO Admin Report

Call Center Activity and Participation Statistics
The following chart reflects customer activity through May 30, 2025.

Call volumes to CEA’s Call Center decreased 23% from April 2025 to May 2025. The most common call topics for all customers (commercial and residential) were related to Billing inquiries, General Information, and Net Energy Metering.

The total number of calls received, response times, and call duration through May 30, 2025, were as follows:

Call Center Monthly Summary - April 2025
Stats by Month May Apr Mar Feb Total
Total Calls 420 540 719 753 29,613
Total Calls Connected to Agents 418 538 705 746 28,998
Average Seconds to Answer 0:00:04 0:00:04 0:00:21 0:00:21 Average Call Duration 0:09:26 0:09:10 0:09:56 0:09:59
The chart on the following page reflects enrollments in CEA’s power supply products by City as of June 10, 2025:
723
963
1398
1218
984
620
686
942
753 719
540
420
0 200
400
600
800
1000
1200
1400
1600
Jun-24 Jul-24 Aug-24 Sep-24 Oct-24 Nov-24 Dec-24 Jan-25 Feb-25 Mar-25 Apr-25 May-25 Total Calls Calls Connected to Agents
June 26, 2025
CEO Admin Report

Member
City
Eligible
Accounts
Clean Impact
– 50%
Renewable
Clean Impact
Plus - 75%
Carbon Free
Green Impact
– 100%
Renewable
Participation
Rate
Carlsbad 54,624 173 49,295 229 91%
Del Mar 3,015 7 2,751 73 94%
Escondido 57,041 149 53,281 69 94%
Oceanside 74,038 200 68,773 96 93%
San Marcos 37,025 112 34,404 75 93%
Solana Beach 7,743 14 6,887 160 91%
Vista 39,424 83 36,927 323 95%
TOTAL 272,910 738 252,318 1,025 93%
Connect Programs Launch
Clean Energy Alliance (CEA) has launched two new programs aimed at helping income-qualified single-family households reduce their energy bills through access to solar and battery storage systems.

Battery Bonus Connect, offered in partnership with Haven Energy Services, provides no-cost battery systems to customers who already have solar panels but no battery. Solar Plus Connect, delivered through Participate.Energy (PE), offers both solar and battery systems for qualifying customers with no credit check and no upfront cost along with significant cost savings to those customers.

To be eligible, customers must either be enrolled in CARE or FERA programs or have a household income at or below 80% of the Area Median Income (AMI). Both programs are funded through the California Public Utilities Commission’s Self-Generation Incentive Program (SGIP), which provides limited-time funding.

CEA staff are actively partnering with Haven, PE, local community-based organizations (CBOs), and marketing consultant Trippi Smith to connect eligible residents in our service area with these opportunities.

CEA Employee On-boarding
As reported during the past several Board meetings, CEA conducted and completed successful recruitments for four (4) new employee positions and one (1) position left vacant by a departing employee. The new employees will be introduced during the June 26th Board Meeting and include the following:
• Ana Alarcon – Clerk to the Board/Executive Assistant
• Karen Villasenor – Programs Analyst
• Tiffany Reynolds – Key Accounts Analyst
June 26, 2025
CEO Admin Report

• Sophia Alcaraz – Energy Contracts & Compliance Analyst • Wu Yakubu – Energy Analytics & Risk Manager
Contracts $50,000 - $100,000 entered into by Chief Executive Officer

VENDOR DESCRIPTION AMOUNT
None.

FISCAL IMPACT:

There is no fiscal impact with this action.

Submitted for Board consideration:
___________________________________
Gregory Wade
Chief Executive Officer
ATTACHMENTS:

None.

Staff Report
DATE: June 26, 2025
TO: Clean Energy Alliance Board of Directors
FROM: Greg Wade, Chief Executive Officer
ITEM 6: AB 2561 – Status of Vacancies, Recruitment and Retention Efforts RECOMMENDATION:

That the Clean Energy Alliance (CEA) Board of Directors:
1) Conduct the Public Hearing: Open the Public Hearing, Receive Public Testimony, and Close the Public Hearing.
2) Accept report on the status of CEA employee vacancy rates and recruitment and retention efforts.

BACKGROUND:

Assembly Bill (AB) 2561 (McKinnor) amended the Myers-Milias-Brown Act (MMBA) to add Government Code Section 3502.3, which created a new obligation for public agencies to present the status of vacancies and recruitment and retention efforts. The public hearing must be held at least once per fiscal year prior to adopting an annual budget. During the hearing, the public agency is required to identify any necessary changes to policies, procedures, and recruitment activities that may lead to obstacles in the hiring process.

The law also allows recognized employee organizations an opportunity to present at the public hearing, however, CEA does not have a recognized employee organization. The new law took effect on January 1, 2025, and applies to all public agencies.

DISCUSSION:

Status of Job Vacancies
For the Fiscal Year (FY) 2024/2025, five (5) vacancies have been filled with no current vacancies as shown in Table 1 below. In the next fiscal year, the CEA Board has authorized two additional positions, a Financial Analyst and an Administrative Clerk. Subject to Board approval and authorization, the Administrative Clerk position will be reclassified to an Executive Assistant/Office Manager with four (4) additional positions, as yet undetermined, anticipated to be created and filled in FY 2025/2026. These vacancies and recruitments will be reported on periodically during the next fiscal year as well as during the required annual public hearing for FY 2026/2027.

June 26, 2025
AB 2561 Public Hearing

Table 1
Position Department Posted Hired Reason for
Vacancy
Programs Analyst Key Accounts & Programs 3/3/2025 Yes New Position Key Accounts Analyst Key Accounts & Programs 3/3/2025 Yes New Position Energy Contracts &
Compliance Analyst Power Supply 3/3/2025 Yes New Position Energy Analytics &
Risk Manager Power Supply 3/3/2025 Yes New Position
Clerk to the Board/Executive
Assistant Operations 3/5/2025 Yes Refill Position
Recruitment and Retention Efforts
CEA’s recruitment process for the filled positions consisted of three interview stages including an initial virtual meeting and two in-person interviews. Candidates were shortlisted for interviews following the initial virtual meeting and final candidates were selected following the first panel interview. Final candidates were then interviewed prior to selecting the preferred candidate.

There has been very little employee turnover at CEA this past fiscal year. CEA began the fiscal year with six (6) full-time employees and one of those employees chose to leave last month to pursue a different career path. Four of the five vacancies for which recruitments were conducted were new positions. CEA’s retention efforts include offering competitive wages, generous retirement benefits including a recently increased employer contribution from 5% to 7.5% of base pay to a 401(a) retirement account, employer match of up to 5% of employees’ contribution to a 457(b) retirement plan, a technology allowance, flexible spending account, generous vacation and sick time, and 11 paid holidays including a winter break. Because CEA has been successful in filling vacant positions this past fiscal year and retaining its employees, no changes are being recommended to its recruitment process and retention efforts.

FISCAL IMPACT:

There is no fiscal impact from this action.

Submitted for Board consideration:
___________________________________
Gregory Wade
Chief Executive Officer
ATTACHMENTS:

None.

Staff Report
DATE: June 26, 2025
TO: Clean Energy Alliance Board of Directors
FROM: Gregory Wade, Chief Executive Officer
ITEM 7: Receive Regulatory Update from Keyes & Fox
RECOMMENDATION:

Receive the Regulatory Update from Keyes & Fox.

BACKGROUND AND DISCUSSION:

Clean Energy Alliance contracts with Keyes and Fox for Regulatory Advocacy related activities. Each month Keyes and Fox provides an update to the CEA Board on key items of interest.

FISCAL IMPACT:

There is no fiscal impact from this action.

Submitted for Board consideration:
___________________________________
Gregory Wade
Chief Executive Officer
ATTACHMENTS:

A. Keyes & Fox Regulatory Report
1 Clean Energy Alliance
Regulatory Monitoring Report
To: Clean Energy Alliance (CEA) Board of Directors
From:

Tim Lindl, Partner, Keyes & Fox LLP
Jacob Schlesinger, Partner, Keyes & Fox LLP
Jason Hoyle, Director of Research, EQ Research, LLC
Subject: Monthly Regulatory Memo
Date: June 16, 2025
Keyes & Fox LLP and EQ Research LLC are pleased to provide CEA’s Board of Directors with this informational memo describing recent developments in key California regulatory and compliance-related updates from the California Public Utilities Commission (CPUC). Additional information is available in CEA’s Digest of Regulatory Updates.

IRP Rulemaking (R.20-05-003)
• On June 5, Energy Division Staff provided an informal notice that release of the IRP Filing Requirements and related materials is delayed and that the IRP cycle timelines will be adjusted accordingly with a revised timetable to be released in the upcoming weeks.
• At its June 12 meeting, the CPUC adopted the Revised Proposed Decision as D.25-06-005 (not yet issued), granting, with modifications, the Long Duration Energy Storage Council’s Petition for Modification of D.21-06- 035 regarding long-duration energy storage (LDES) procurement requirements. • The Decision clarifies that D.21-06-035’s reference to “maximum capacity” is clear that LDES resources that are derated to a lower capacity to discharge over a longer period do not satisfy the LDES procurement requirements because the LDES procurement requires resources that discharge at their maximum capacity over the 8-hour period. The Commission will not grandfather or give legacy status to any existing contracts that involve derated four-hour batteries for the purpose of counting these resources to meet LDES requirements in D.21-06-035 or this decision, even if the Commission approved the reasonableness of an LDES resource contract in a resolution.

Resource Adequacy Rulemaking (R.23-10-011)
• On May 22, the CPUC issued a Proposed Decision adopting Local Capacity Requirements for 2026-2028, Flexible Capacity Requirements for 2026, refinements to the Resource Adequacy (RA) program, and closing the proceeding. This matter may be heard as early as the June 26 Commission meeting. • The Proposed Decision would adopt an 18% planning reserve margin for the 2026 and 2027 RA compliance years, modify the RA measurement hours to align with the CAISO’s availability assessment hours, and adopt modifications to align with the CAISO’s Extended Day-Ahead Market operation. The Proposed Decision would not adopt CalCCA’s slice-of-day trading proposal to allow RA resources or compliance obligations to be transacted for certain hours, although the proposal may be considered in the future. • Energy Division is expected to submit proposed Inputs and Assumptions for a new Loss-of-Load-Expectation (LOLE) study in March 2026, and complete a new RA LOLE study for the 2028 RA year in July 2026. The 2028 LOLE study will be submitted into the successor RA proceeding for stakeholder evaluation and consideration.
• The Proposed Decision also clarified that, on an interim basis, resources that come online after the month-ahead filing but before the start of the month can be counted towards that month’s RA compliance and no penalties will be assessed.

Attachment A

2 Self-Generation Incentive Program (R.20-05-012)
• On April 28, the ALJ issued a Ruling describing the process for the close-out of the Self-Generation Incentive Program (SGIP) and requesting comments. The program was established in 2001, and since 2020 has been increasingly focused on equity and resilience in response to public safety power shutoffs (PSPS). • On May 15, CEA submitted AL 12-E requesting the list of qualified demand response programs in the Self-Generation Incentive Program (SGIP) be updated to include CEA’s PeakSmart Savers Program. The SGIP Program Administrator, Center for Sustainable Energy (CSE), submitted a Response on June 4 confirming that the PeakSmart Savers Program meets all of the requirements to be added to the list and endorsing the inclusion of the PeakSmart Savers Program in the list of qualified programs. • Starting on January 1, 2026, the SGIP program administrators are to begin providing repayment of all unallocated funds to reduce ratepayer costs. Ratepayer-funded SGIP applications will be considered to have their funds “allocated” to them once their reservation requests forms are confirmed or reserved by a program administrator. The Commission anticipates an initial return of unallocated funds to ratepayers after December 31, 2025 followed by subsequent periodic returns from interest accrual and canceled projects. The SGIP will close to new applications later this year on a date determined to be early enough to allow the funds to be allocated to applicants by December 31, 2025.

SDG&E 2024 ERRA Compliance (A.25-06-002)
• On June 2, SDG&E filed its 2024 ERRA Compliance Application requesting review and approval of its least-cost dispatch, contract administration, and Utility-Owned Generation costs. SDG&E is not seeking a cost recovery or a rate change at this time for any of these costs. SDG&E testimony and workpapers are available at https://www.sdge.com/node/29116. This proceeding was noticed in the CPUC’s Daily Calendar on June 10.

Protests and responses are due July 10.
• During 2024, SDG&E had two Public Safety Power Shutoff (PSPS) events which impact 52,708 customers and for which the company requests recovery of $373,937 in unrealized revenues from the unrealized sales of 2.916 million kWh.

PCIA/ERRA OIR (R.25-02-005)
• On May 23, the CPUC issued a Proposed Decision that will adopt revisions to the calculation of the resource adequacy (RA) market-price benchmark (MPB) used to calculate the Power Charge Indifference Adjustment (PCIA) that CCA customers pay to SDG&E. This matter may be heard as early as the June 26 Commission meeting. Energy Division will apply the new methodology in the calculation of the 2025 Final RA MPB and in future forecast and final MPBs.
• The first revision adopts a three-year transaction window for the annual forecast RA MPB and a four-year transaction window for the final RA MPB, with all categories of RA included in a single MPB value to replace the current method where the price of each RA category is determined separately. This change will better align the RA MPB values with market rules that require RA to be transacted as a single bundled product and reduce price volatility and distortions that can result from prices being reported for individual RA categories. • The second revision will improve the accuracy of the RA MPB calculations by removing affiliate, swap, and duplicative sleeve transactions that are often not reflective of actual market prices.

Staff Report
DATE: June 26, 2025
TO: Clean Energy Alliance Board of Directors
FROM: Andy Stern, Chief Financial Officer
ITEM 8: Consider Adoption of Resolution No. 2025-026, Approving the Fiscal Year 2025/2026 Budget RECOMMENDATION:

That the Clean Energy Alliance (CEA) Board adopt Resolution No. 2025-026 approving the Fiscal Year 2025/2026 Budget.

BACKGROUND AND DISCUSSION:

At its May 29, 2025 regular meeting, the Clean Energy Alliance (CEA) Board reviewed and discussed a preliminary version of the Fiscal Year 2025/2026 Budget.

The following key assumptions were used to develop the preliminary Budget:
• Revenue based on current adopted rates and projected usage • Power supply costs based on actual executed contracts and a recent version of forward energy price curves
• Reasonable power supply cost contingency based on historical volatility • Consulting services based on approved contracts
At that meeting, the Board asked questions about various budget assumptions. Based on those questions and the direction of the Board, Staff is proposing a FY 2025/2026 Budget for approval that is unchanged from the preliminary version that was presented to the Board on May 29, 2025.

Proposed Fiscal Year 2025/2026 Operating Budget
The FY 2025/2026 proposed budget is based on the following priorities and goals:
 Financial Stability
 Meeting Regulatory Compliance
 Meeting Line of Credit Covenants
 Supporting the Achievement of Member Agency Climate Action Plan Goals A. Energy Expenses
The single largest expense category for CEA is Energy procurement representing more than 96% of total expenses. Costs are budgeted at $333.5 million, an increase of $24.8 million in the upcoming fiscal year as compared to the year-end forecast for the FY 2024/2025 year despite recent declines in projected pricing for attributes (e.g. Resource Adequacy and Renewable Energy Credits). Costs are projected to be higher as a result of a full year of service to Oceanside, Vista, and the Channelside desalination plant (the prior year June 26, 2025
Proposed FY 2025/2026 Budget

included partial year service). In addition, the proposed budget includes a 10% contingency (equal to $28.7 million). Given the volatile nature of energy costs, Staff recommends a 10% contingency to ensure that we have adequately protected against unexpected increases. If some or all of the contingency is not necessary, any difference will revert back into the general fund.

B. Other Operating Expenses
The Proposed Budget also reflects an increase of approximately $3.9 million in the projected cost of Other Operating Expenses (excluding Energy expenses). The budgeted line item for Programs of $2.0 million represents more than 50% of that increase. In the prior year, $600,000 was allocated to Programs but none of that allocation was spent. All other expense increases reflect increased activity relative to expanded territory as well as an increase in staffing levels to support the increased activity.

Forecast through Proposed Budget
6/30/2025 FY2025-2026
Total Operating Revenues $350,984,553 $383,146,909
Resource Adequacy 49,509,059 69,054,700
Energy Purchases 160,845,050 157,078,636
Energy Carbon Free 6,203,429 7,860,061
Congestion Revenue Rights (2,350,356) -
RECS Purchases PCC1 71,549,627 65,056,940
RECS Purchases PCC2 4,000 -
CAISO 17,400,006 3,164,522
CAISO Chg/Credit Other 327,655 -
Broker Fees 419,197 -
VAMO Adjustment - -
Contingency 2,280,755 28,716,809
Total Cost of Energy 306,188,422 330,931,667
NEM Expense 2,547,883 2,608,654
Total Cost of Energy 308,736,305 333,540,321
Forecast through Proposed Budget
6/30/2025 FY2025-2026
Communications and Outreach 361,518 409,791
General and Administrative 941,954 1,080,635
Consultants & Professional Services 6,423,201 7,142,001 Staff compensation 1,691,506 2,730,818
Programs - 2,000,000
Total Other Expenses (excluding Energy) 9,418,179 13,363,246 June 26, 2025
Proposed FY 2025/2026 Budget

C. Revenues
The primary source of revenue comes from payment of customer electricity rates. CEA sets customer rates based on the following priorities:
 Address cash flow needs
 Rate Stability
 Financial stability and credit rating
 JPMorgan credit line covenant compliance
o Result in revenues sufficient to recover costs and fund reserves o Meet Debt Service Coverage Ratio & Days Liquidity on Hand  Fund Board-established operating reserve policy
 Sufficient funding to support increased renewable energy procurement to achieve climate goals and implement local programs
 Rates competitive to SDG&E
The Board previously approved customer rate increases at its meeting on June 27, 2004. Staff believes the current rates are sufficient to provide adequate revenues to meet all of the above priorities for the proposed Budget and for the following 4 years of operations.

D. Overall Budget
The forecasted FY 2024/2025 Budget and the proposed FY 2025/2026 Budget are as follows:

E. Five-Year Outlook
CEA has grown to be an organization serving electricity to more than 250,000 customers and generating $388 million in revenues. Customers depend on the stability of CEA’s operations based on CEA’s financial stability and to meets its obligations even if energy costs are volatile. To that end, Staff believes it important to take a long-term view of the organizations expected financial results and position. While the Board is only approving a Budget covering the upcoming one-year period, it is expected that the current rates will be Forecast through Proposed Budget
6/30/2025 FY2025-2026
Total Operating Revenues $350,984,553 $383,146,909
Total Cost of Energy 308,736,305 333,540,321
Other Expenses (excluding Energy) 9,418,179 13,363,246
Total Operating Expenses 318,154,485 346,903,567
Operating Income (Loss) 32,830,068 36,243,342
Total Nonoperating Income/(Expense) (1,077,968) (380,692) CHANGE IN NET POSITION $31,752,100 $35,862,650
Net Position at the end of period $14,787,266 $50,649,916 June 26, 2025
Proposed FY 2025/2026 Budget

sufficient to meet obligations for at least the following 4 years while building financial reserves consistent with industry norms.

The proposed FY 2025/2026 Budget along with the estimated Net Position for each of the following four fiscal years is as follows:

FISCAL IMPACT:

Revenues from energy sales to customers would provide sufficient funds for the proposed expenditures and the required contribution to reserves.

Submitted for Board consideration:
___________________________________
Gregory Wade
Chief Executive Officer
ATTACHMENTS:

A. Resolution No. 2025-026, Approving the Fiscal Year 2025/2026 Budget Proposed Budget Outlook Outlook Outlook Outlook
FY2025-2026 FY2026-2027 FY2027-2028 FY2028-2029 FY2029-2030 Total Operating Revenues $383,146,909 $388,089,267 $383,501,212 $383,507,082 $383,513,055 Total Cost of Energy 333,540,321 334,844,585 312,629,543 298,903,726 297,664,935 Other Expenses (excluding Energy) 13,363,246 16,646,758 20,674,112 25,379,524 31,715,530 Total Operating Expenses 346,903,567 351,491,343 333,303,655 324,283,250 329,380,465 Operating Income (Loss) 36,243,342 36,597,923 50,197,557 59,223,832 54,132,590 Total Nonoperating Income/(Expense) (380,692) (3,635) 444,240 1,481,379 2,703,573 CHANGE IN NET POSITION $35,862,650 $36,594,289 $50,641,797 $60,705,211 $56,836,163 Net Position at the end of period $50,649,916 $87,244,205 $137,886,001 $198,591,212 $255,427,375

CLEAN ENERGY ALLIANCE
RESOLUTION NO. 2025-026

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CLEAN ENERGY ALLIANCE ESTABLISHING FISCAL YEAR 2025/2026 BUDGET
WHEREAS, the Clean Energy Alliance (CEA) is a joint powers agency, formed in November 2019; and
WHEREAS, Section 4.6.1 of the Joint Powers Authority (JPA) Agreement establishes the specific responsibility of the CEA Board of Directors to adopt an annual budget prior to commencement of the fiscal year; and
WHEREAS, the CEA Board desires to establish the Fiscal Year 2025/2026 Budget.

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 sets the Fiscal Year 2025/26 Budget detailed in Exhibit A.

The foregoing Resolution was passed and adopted this 26th day of June, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:
_______________________________________
Katie Melendez, Board Chair
ATTEST:
_______________________________
Ana Marie Alarcon, Clerk to the Board
Attachment A
CEA No. Resolution 2025-026
FY 2026-2026 Budget

Exhibit A
Proposed Budget
FY2025-2026
Total Operating Revenues $383,146,909
Total Cost of Energy 333,540,321
Other Expenses (excluding Energy) 13,363,246
Total Operating Expenses 346,903,567
Operating Income (Loss) 36,243,342
Total Nonoperating Income/(Expense) (380,692)
CHANGE IN NET POSITION $35,862,650
Net Position at the end of period $50,649,916
Staff Report
DATE: June 26, 2025
TO: Clean Energy Alliance Board of Directors
FROM: Greg Wade, Chief Executive Officer
ITEM 9: Consider Adoption of Resolution Nos. 2025-027, 2025-028 and 2025-029 Approving the Fiscal Year (FY) 2025/26 – 2026/27 Work Plan, an Amendment to the Clean Energy Alliance Position Control Listing and Amendment to the Adopted Salary Schedule, Respectively
RECOMMENDATION:

That the Clean Energy Alliance (CEA) Board:
1) Adopt Resolution No. 2025-027 approving the FY 2025/26 – 2026/27 CEA Work Plan 2) Adopt Resolution No. 2025-028 amending the CEA Position Control Listing for FY 2025/26 3) Adopt Resolution No. 2025-029 amending the CEA Salary Schedule BACKGROUND AND DISCUSSION:

At the Board Meeting on April 24, 2025, the CEA Board (Board) adopted Resolution No. 2025-018 approving the FY 2025/26 CEA Strategic Plan (Strategic Plan). Also during that meeting, the Board reviewed and discussed the FY 2025/26 Work Plan (Work Plan). The Strategic Plan was developed through review of key formation documents, prior Board direction and input gathered from meetings of the Community Advisory Committee (CAC). The Strategic Plan sets forth CEA’s core guiding principles, goals and objectives for the next two years while the Work Plan is intended to identify specific implementation measures and key performance indicators to track progress towards meeting goals and objectives of the Strategic Plan. The Work Plan is also intended to set forth the priorities for staff to carry out as directed by the Board. Finally, the Work Plan identifies key partners/consultants and staff identified to lead the implementation of each listed objective.

The Strategic Plan consists of Core Guiding Principles, Goals and Objectives for CEA to follow in the next two years. The Core Guiding Principles of the Strategic Plan around which the Work Plan is based are:

1. Promote Use & Development of Clean Energy – reduce GHG emissions by providing 100% renewable energy as the default product for all CEA customers by 2035.

2. Build & Maintain Financial Sustainability – achieve financial sustainability and build reserves.

June 26, 2025
Work Plan, Position Control Listing & Salary Schedule

3. Provide Beneficial Customer Programs – offer a variety of programs that serve the needs of our customers, promote affordability, address communities of concern and further reduce GHG emissions.

4. Actively Engage in Customer Advocacy – engage and advocate for CEA and its customers in regulatory and legislative matters.

5. Provide Exceptional Customer Service & Community Engagement – provide highly responsive and helpful customer service and opportunities for our staff to engage with our customers and the communities in which they live.

6. Promote Organizational Development – create an organization that fosters employee creativity and engagement in meeting CEA’s goals, recognizes employee achievements and supports employee development and growth.

Each of these Six Core Guiding Principles are broken down into specific Goals and Objectives to be implemented through the Work Plan. The Work Plan prioritizes the Goals and Objectives of the Strategic Plan in alignment with prior Board direction and input from the CAC and community members and identifies specific implementation Measures, Key Performance Indicators (KPI), Staff Leads, Key Partners and Funding Source for each Objective. It is anticipated that the Work Plan will be an evolving document that can be modified over time to include or adjust to updated Board priorities.

Position Control Listing & Salary Schedule
Given the scope and breadth of the Work Plan, additional staff support will be needed both to carry out its implementation measures and to decrease dependency on consultant services upon which CEA has largely relied since its inception. As such, the FY 2025/26 Budget contemplates six (6) additional positions to support operational needs in the areas of power supply, energy programs, regulatory/legislative engagement and/or administrative support. Should the Board approve the FY 2025/26 Budget, Staff will return at a future Board meeting to identify the added positions along with recommended salaries.

At the CEA Board Meeting on January 30, 2025, the Board amended the CEA Position Control Listing by adding four (4) new positions during FY2024/2025, which have since been filled, along with two (2) additional positions in FY2025/2026. The two positions authorized last January for FY2025/2026 included a Financial Analyst and an Administrative Clerk. As reported at the Board Meeting on May 29, 2025, it is recommended that, in addition to the Clerk to the Board/Executive Assistant (already filled), a candidate from that recruitment also be hired to fill an Executive Assistant/Office Manager position beginning in the next fiscal year. The latter of these positions would effectively replace the previously authorized Administrative Clerk with the combined salaries and resulting budget impact of these two positions being roughly equal. These positions provide additional executive, operational and administrative support as well as providing backup support for one another as needed.

The addition of two positions in the Position Control Listing is not expected to impact the FY 2025/26 Budget as they are replacing existing funded positions in the current Position Control Listing. The Executive Assistant/Office Manager position will replace the Administrative Clerk position already contemplated in the FY 2025/26 Budget. Similarly, the Senior Power Procurement Manager position will be filled by existing staff, which is also accounted for in the FY 2025/26 Budget. Other elements of the Work Plan will be funded in the proposed Operations Budget or, where applicable, through grant funding June 26, 2025
Work Plan, Position Control Listing & Salary Schedule

sources such as the state’s Self Generation Incentive Program (SGIP). Staff is seeking the Board’s approval of the following two positions in the CEA’s Position Control Listing and Salary Schedule:

POSITION ANNUAL SALARY RANGE
Executive Assistant/Office Manager $98,000 - $164,000
Senior Power Procurement Manager $145,000 - $280,000
Staff is seeking Board approval of an amended Position Control Listing and Salary Schedule to create and fill an Executive Assistant/Office Manager position as well as adding a Senior Power Procurement Manager to provide proper operational structure in the Power Supply Department.

FISCAL IMPACT:

As noted above, the requested approval of the FY 2025/26 – 2026/27 Work Plan and the amendments to CEA’s Position Control Listing and Salary Schedule are not expected in increase costs beyond those already contemplated and incorporated into the FY 2025/2026 Budget.

Submitted for Board consideration:
___________________________________
Gregory Wade
Chief Executive Officer
ATTACHMENTS:

A. Resolution No. 2025-027 approving the FY 2025/26 – 2026/27 CEA Work Plan B. Resolution No. 2025-028 amending the CEA Position Control Listing for FY 2025/26 C. Resolution No. 2025-029 amending the CEA Salary Schedule D. Fiscal Year 2025/26 – 2026/27 Final Work Plan

CLEAN ENERGY ALLIANCE
RESOLUTION NO. 2025-027

A RESOLUTION OF THE BOARD OF DIRECTORS OF CLEAN ENERGY
ALLIANCE APPROVING THE FISCAL YEAR 2025/26 – 2026/27 CLEAN

ENERGY ALLIANCE WORK PLAN
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., WHEREAS, Staff has prepared the Clean Energy Alliance 2025/26-27 Strategic Plan (Strategic Plan) for Board consideration; and
WHEREAS, the proposed Strategic Plan has been developed through the following process:
• Review of formation documents
• Input from the CEA Board of Directors
• Input from the Community Advisory Committee
• Results from a Community Survey; and
WHEREAS, the adoption of the Strategic Plan has guided the preparation and establishment of Work Plan priorities for the budget over the next three fiscal years; and WHEREAS, the Final 2025/26-27 Strategic Plan was presented to and approved by the Board at its April 24, 2025 meeting; and
WHEREAS, the Final FY 2025/26 – 2026/27 Work Plan (Work Plan) is intended to implement the priorities of the Strategic Plan was presented to the Board for consideration and approval on June 26, 2025.

NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of Clean Energy Alliance, as follows:

Section 1. The Board of Directors of the Clean Energy Alliance hereby approves the Fiscal Year 2026/26 – 2026/27 Clean Energy Alliance Work Plan (Exhibit A).

Attachment A
Resolution No. 2025-027
Work Plan

The foregoing Resolution was passed and adopted this 26th day of June, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:
________________________________________
Katie Melendez, Board Chair
ATTEST:
_______________________________
Ana Marie Alarcon, Clerk to the Board

CLEAN ENERGY ALLIANCE
RESOLUTION NO. 2025-028

A RESOLUTION OF THE BOARD OF DIRECTORS OF CLEAN ENERGY

ALLIANCE AMENDING THE POSITION CONTROL LISTING
WHEREAS, 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, on June 29, 2023, the CEA Board of Directors (Board) adopted Resolution No. 2023-005 adopting the Fiscal Year 2023/24 Budget which included salary and benefits for employees; and
WHEREAS, on August 31, 2023, the Board adopted Resolution No. 2023-006 approving the salary schedule for CEA’s new positions; and
WEHREAS, on November 9, 2023, the Board adopted Resolution No. 2023-012 establishing and approving the CEA Position Control Listing; and WHEREAS, on January 30, 2025, the Board adopted Resolution No. 2025-006 approving an amendment to the CEA Position Control Listing; and
WHEREAS, the CEA Board desires to again amend and add to the Position Control Listing.

NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of Clean Energy Alliance, as follows:

Section 1. The Board of Directors of the Clean Energy Alliance hereby approves the Position Control Listing as follows:

POSITION COUNT
Chief Executive Officer 1
Clerk to the Board/Executive Assistant 1
Executive Assistant/Office Manager 1
Key Accounts/Program Manager 2
Senior Power Procurement Manager 1
Power Procurement Manager 0
Regulatory Analyst 1
Energy Analytics & Risk Manager or
Analyst
1 Energy Contracts & Compliance Manager
or Analyst
1 Programs Specialist or Analyst 1
Attachment B
Resolution No. 2025-028
CEA Position Control Amendment

The foregoing Resolution was passed and adopted this 26th day of June 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:
________________________________________
Katie Melendez, Board Chair
ATTEST:
_______________________________
Ana Marie Alarcon, Clerk to the Board
Key Accounts Specialist or Analyst 1
Financial Analyst 1
Administrative Clerk 0
TOTAL 12

CLEAN ENERGY ALLIANCE
RESOLUTION NO. 2025-029

A RESOLUTION OF THE BOARD OF DIRECTORS OF CLEAN ENERGY

ALLIANCE AMENDING THE ADOPTED SALARY SCHEDULE
WHEREAS, Clean Energy Alliance (CEA) is a joint powers agency, formed in November 2019; and
WHEREAS, the CEA Board of Directors (Board) approved positions and funding with the adoption of the Fiscal Year 2023/24 Budget; and
WHEREAS, on August 31, 2023, the Board adopted Resolution No. 2023-006 establishing and approving the CEA Salary Schedule; and
WHEREAS, the Board desires to amend the CEA Salary Schedule for the additional positions to support CEA.

NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of CEA, as follows:

Section 1. The Board of Directors of CEA hereby amends the salary schedule to include the following positions and salary ranges:

POSITION ANNUAL SALARY RANGE
Executive Assistant/Office Manager $98,000 - $164,000
Senior Power Procurement Manager $145,000 - $280,000
Section 2. Except as expressly amended by this Resolution, Resolution No. 2023-006 shall remain in effect.

The foregoing Resolution was passed and adopted this 26th day of June, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:
________________________________________
Katie Melendez, Board Chair
ATTEST:
_______________________________
Ana Marie Alarcon, Clerk to the Board
Attachment C
CEA FY26-27 Work Plan
Guiding Principle # Objective Measure KPI Staff Lead Key Partners Funding Source

1. CLEAN ENERGY a)
Gradually increase CEA’s Renewable Portfolio Standard (RPS) to achieve 100% renewable energy
Increase base RPS to 55% in 2026, 60% in 2027,
75% for 2028-2030, and 100% by 2035.

Meet or exceed the aforementioned
RPS targets for each calendar year. Dan P PEA Operational Budget b)
Support customer retention and engagement by highlighting customers that have opted up to CEA’s 100% renewable energy Green Impact product
- Continue implementation of Green Impact
Champion Program
- Add at least one more member
agency to our Green Impact
Champions list per year
- Add two new Green Impact
Champion businesses per year
- Host one Green Impact
Champions recognition event to
recognize commercial participants Kaitlin M & Rob H Tripepi Smith Operational Budget c)
Support achievement of member agencies’ CAP goals for building decarbonization and energy efficiency goals through customer access to grant-funded and/or ratepayer-funded energy efficiency programs
- Pursue programs through the SoCal EBD Grant
Coalition or SDREN
- Tap into existing ratepayer funds to implement
energy efficiency programs
- Support member cities in achieving their CAP
GHG Reduction Goals
- Monitor each member agency
CAP for compliance with its goals
- Submit application to Elect to
Administer Energy Efficiency funds
- Establish a policy for member
cities to adjust their default energy
product
- Present a draft policy for Board
Adoption by May 2026 Kaitlin M & Rob H
Member Agency Staff,
Frontier Energy. PEA Operational Budget
d)
Pursue local generation and dispatchable capacity projects, including in partnership with member agencies to utilize publicly owned facilities for solar and energy storage projects
- Total MW of local generation and dispatchable
capacity projects
- Number of relevant program offerings for
publicly owned facilities
- 15MW of local PPAs or ESSAs
executed by 2026
- 10MW of local PPAs or ESSAs
operational by 2028
- 1-2 program offerings for publicly
owned generation and/or capacity
by 2026
Dan P
(PPAs/ESSAs)
Rob H / Kaitlin M
(program) Program partner (TBD) Operational Budget

2. FINANCIAL STABILITY a)
Achieve sufficient financial reserves with a minimum of one hundred twenty (120) days liquidity on hand (DLOH) to mitigate the impact of energy cost volatility on customer rates and support rate stability. - End FY2025 with positive Net Position
- Extend JP Morgan Line of Credit
- Build reserves to meet all applicable targets
- End FY2025 with positive Net
Position
- Extend JP Morgan Line of Credit
- Build reserves to meet all
applicable targets Greg W/Andy S Operational Budget
b)
Minimize procurement and financing costs through achievement of investment grade credit rating Obtain investment grade credit rating by 2028 Obtain investment grade credit
rating by 2028 Greg W/Andy S JPMorgan Operational Budget c)
Analyze and adjust the rate premiums for the Clean Impact Plus and Green Impact energy products to ensure appropriate cost recovery. - Biannually calculate difference between cost
of each rate product and the corresponding
premium.

Ensure rates are covering costs
annually Dan P PEA Operational Budget
d)
Support customer retention by offering competitive rates while maintaining financial stability and achieving renewable/clean energy goals. - Focus on building financial reserves
Maintain rate competitiveness
including lower PCIAs Staff Keyes & Fox Operational Budget e)
Reduce Resource Adequacy (RA) costs by reducing peak load through energy demand management programs.
- Develop/Implement demand response
programs Staff PEA Operational Budget

3. CUSTOMER PROGRAMS a)
Provide customers with access to programs that reduce energy use and address high electric bills
- Continue to implement Solar Plus and Battery
Bonus Programs
- Implement PeakSmartSavers Program
- Implement PeakSmart Savers
Program
- Implement Grid Services for
battery dispatch Kaitlin M & Rob H P.E
Operational &
Programs Budget
b)
Provide access to solar and battery storage (and other Energy Programs) to all segments of the community that contributes to cost savings and decreases energy usage during peak periods while increasing the availability of and reliance upon clean energy. - Establish a policy that creates a fair and
effective distribution of programs that benefits
all segments of the community and supports
CEA’s broader goals of sustainability and equity
Present a draft policy for Board
Adoption by May 2026 Kaitlin M & Rob H P.E, Calpine, TBD Operational &
Programs Budget
Attachment D
Guiding Principle # Objective Measure KPI Staff Lead Key Partners Funding Source c)
Expand access to solar and battery systems at significantly reduced costs to low-income customers
- Implement Solar Plus Connect Program
- Implement Battery Bonus Program
Achieve a 1% conversion rate for
the Battery Bonus Program. Kaitlin M & Rob H P.E
SGIP/Operational
Budget/Programs
Budget
d)
Retain customers and encourage participation in State funded income-based assistance programs Apply for SGIP assistance for eligible customers - Enroll 50-100 customers in Solar
Plus Connect the first year of
funding availability
- Enroll 50 customers in Battery
Bonus Program Kaitlin M & Rob H P.E
SGIP/Operational
Budget
e)
Work with member agencies to identify and design energy programs for government on City-owned properties or community hubs Participate in SDREN to develop and implement
programs
Regularly report out CPUC required
participation metrics tracked by
SDREN Kaitlin M & Rob H SDCP
SDREN/Operational
Budget
f)
Collaborate with San Diego Regional Energy Network (SDREN) and Southern California Regional Energy Network (SoCal REN) to expand programs offered to CEA customers Develop and Implement programs - Execute MOU;
- Develop Programs with SDCP &
County Kaitlin M & Rob H SDCP
SDREN/Operational
Budget

4. CUSTOMER ADVOCACY a)
Maintain participation in legislative and regulatory proceedings that support CEA’s guiding principles and goals Work with Regulatory Counsel and hired lobbyist - Engage with Lobbyist;
- Engage with Keyes & Fox Emily F
Keyes & Fox
Summit Operational Budget
b)
Actively advocate for CEA and its customers in issues such as affordability, renewable energy procurement, and local control Hire a lobbyist to assist Legislative advocacy Emily F Keyes & Fox Operational Budget c)
Monitor and advocate for fair and reasonable Power Charge Indifference Adjustment (PCIA) charges
Work with Regulatory Counsel on PCIA/ERRA
proceeding Emily F Keyes & Fox Operational Budget
d)
Engage with local elected officials to communicate benefits CEA provides its customers and influence legislative decisions that support CEA's goals.

Annual City Council presentations to Member
Agency's Councils Greg W/Staff CalCCA Operational Budget

5. CUSTOMER

SERIVCE/ENGAGEMENT
a)
Increase CEA’s presence in the communities served and provide accurate information to customers
- Continue marketing, education and outreach
efforts
- Directed social media effort
- Increase social media followers
by [__] % annually
- Develop a toolkit for CBOs to
share information about CEA &
programs. Staff Tripepi Smith Operational Budget
b)
Promote CEA as the preferred customer-focused renewable energy service provider in North San Diego County and add value to the community and the environment
- Continue marketing, education and outreach
efforts. Improve strategic account management
and stakeholder relationships Develop strategic
relationships with large and/or under-represented commercial customers and community based organizations
- Directed social media effort
- Develop relationships with 20% of
the top 50 highest users by July
2026
- Establish a bench of partner
CBOs by July 2026. Staff Tripepi Smith Operational Budget c)
Engage with CEA customers to provide information about CEA’s programs, services and benefits; maintain strong customer participation and communication; and, gather feedback from customers and community members
- Co-host or host informational sessions,
workshops, and community forums to educate
residents and businesses about CEA
- Collaborate with local organizations,
businesses, and government agencies to expand
outreach efforts
- Work with newspapers, radio stations, and
local TV channels to feature stories and
advertisements about the CEA program
- Develop brochures, flyers, and FAQs that
explain how CEA works and its benefits and
introduce educational programs in local schools
to raise awareness among students and their
families
- Improve trust and communication with CEA's
customers
Increase external advertising
partnerships by [__] % in FY 2026.

Partner with at least 2 Spanish
language media outlets Staff Tripepi Smith Operational Budget d)
Develop a comprehensive customer communications strategy to reach CEA's diverse communities.
- Develop brochures, flyers, and FAQs that
explain how CEA works and its benefits and
introduce educational programs in local schools
to raise awareness among students and their
families
- Improve trust and communication with CEA's
Develop a plan in FY 2026.

Complete a review of marketing
collateral. Kaitlin M & Rob H Tripepi Smith Operational Budget Guiding Principle # Objective Measure KPI Staff Lead Key Partners Funding Source

6. ORGANIZATIONAL
DEVELOPMENT a)
Achieve continuity in operations by developing or expanding upon key operational processes and procedures such as key workflows, performance evaluations, and recruitment and onboarding Expand staff per Board-approved Position
Control Plan
- Hire four employees in FY 2025
per Position Control Plan
- Hire two employees in FY 2026
per Position Control Plan Greg W Recruiting Consultant Operational Budget b)
Support employee development through participation in California Community Choice Association's committees, workshops and conferences.
- Assign/Attend CalCCA Committees
- Attend Annul CalCCA Conference (all staff) Greg W/Staff Operational Budget c)
Encourage employee participation in professional education opportunities.
- New CEA staff participation in the upcoming
USD EPIC Energy Academy Cohort (3). Greg W/Staff Operational Budget