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
July 31, 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 June 26, 2025
AGENDA
2 Clean Energy Alliance Board Meeting Agenda
July 31, 2025
Consent Calendar
Item 1: Clean Energy Alliance Treasurer’s Report for May 2025 RECOMMENDATION:
Receive and file the Clean Energy Alliance Treasurer’s Report for May 2025.
Item 2: Consider Adoption of Resolution No. 2025-030 Approving an Update of the Clean Energy Alliance Employee Handbook and Approving the Workplace Violence Prevention Plan and Family Medical Leave, Pregnancy Disability Leave and Military Family Leave Policy RECOMMENDATION:
Adopt Resolution No. 2025-030:
1) Approving an Update to the CEA Employee Handbook
2) Approving the CEA Workplace Violence Prevention Plan 3) Approving the CEA Family and Medical Leave, Pregnancy Disability Leave and Military Family Leave Policy
Item 3: Consider Adoption of Resolution No. 2025-031 Approving a 5-Year Power Purchase Agreement (PPA) with Carlsbad Municipal Water District (CMWD) and Authorizing Execution of the PPA
RECOMMENDATION:
Adopt Resolution No. 2025-031 approving a 5-Year PPA with CMWD for the Maerkle Hydro Generating Facility, and authorize the Chief Executive Officer to execute all applicable documents
Item 4: Consider Adoption of Resolution No. 2025-032 Approving of 5-Year Resource Adequacy (RA)Confirmation with Sempra Gas & Power Marketing, LLC and Authorizing Execution of the Resource Adequacy Confirmation
RECOMMENDATION:
Adopt Resolution No. 2025-032 approving the 5-Year Resource RA Confirmation with Sempra Gas & Power Marketing that supports the project’s continued development under CAISO’s transmission planning and deliverability processes while granting exclusivity to CEA to negotiate a Power Purchase Agreement at a later date for the San Diego local hybrid resource totaling 275 MW of photovoltaic solar energy and 275 MW of 4-hour battery storage and authorize the Chief Executive Officer to execute the confirm.
Item 5: Consider Adoption of Resolution No. 2025-033 Approving of a 5-Year Resource Adequacy (RA) Confirmation with Larrea Solar Project, LLC and Authorizing Execution of the Resource Adequacy Confirmation
AGENDA
3 Clean Energy Alliance Board Meeting Agenda
July 31, 2025
RECOMMENDATION:
Adopt Resolution No. 2025-033 approving the 5-Year RA Confirm with Naturgy Candela Devco’s Larrea Solar Project, LLC that supports the project’s continued development under CAISO’s transmission planning and deliverability processes while granting exclusivity to CEA to negotiate a Power Purchase Agreement at a later date for the co-located project totaling up to 125 MW of photovoltaic solar energy and 125 MW of 4- hour battery storage and authorize the Chief Executive Officer to execute the confirm.
Item 6: Consider Adoption of Resolution No. 2025-034, Approving a Professional Services Agreement with Bayshore Consulting Group, Inc. for CCA Operations Consultant Services for an amount not to exceed $100,000 for the period July 1, 2025, through June 30, 2026
RECOMMENDATION:
Adopt Resolution No. 2025-034, approving a professional services agreement with Bayshore Consulting Group, Inc, for CCA Operations Consultant Services for an amount not to exceed $100,000, effective July 1, 2025 through June 30, 2026, with an option to extend for two additional one-year terms and authorize the Chief Executive Officer to sign all documents.
Reports
Item 7: Clean Energy Alliance Chief Executive Officer Operational and Administrative Report RECOMMENDATION:
Receive and file the report.
Public Hearing
Item 8: Consider Adopting Resolution No. 2025-035 Amending Clean Energy Alliance Rate Schedule to Update the Wholesale Market Access Tariff Rate Effective August 1, 2025 RECOMMENDATION:
1) Conduct the Public Hearing: Open the Public Hearing, Receive Public Testimony, and Close the Public Hearing
2) Approve Resolution No. 2025-035 Amending Clean Energy Alliance Rate Schedule to update the Wholesale Market Access Tariff Rate Effective August 1, 2025 New Business
Item 9: Regulatory Update
RECOMMENDATION:
Receive the Regulatory update from Keyes and Fox.
AGENDA
4 Clean Energy Alliance Board Meeting Agenda
July 31, 2025
Item 10: Consider Adoption of Resolution No. 2025-036 Approving of 10-Year Power Purchase Agreement (PPA) with IP Darden III, LLC and Authorizing Execution of the PPA RECOMMENDATION:
Adopt Resolution No. 2025-036 approving a 10-Year Power Purchase Agreement (PPA) with IP Darden III, LLC for a new-build co-located project that includes 139.52 MW of photovoltaic solar and 137.22 MW of 4-hour battery storage and authorize the Chief Executive Officer to execute all applicable documents.
Item 11: Consider Adoption of Resolution No. 2025-037 Approving of 10-Year Energy Storage Resource Adequacy Agreement (ESRAA) with Circle City Energy Storage LLC and Authorizing Execution of the ESRAA
RECOMMENDATION:
Adopt Resolution No. 2025-037 approving a 10-Year Energy Storage Resource Adequacy Agreement (ESRAA) with Circle City Energy Storage LLC for a project totaling 28MW of 4- hour battery storage capacity and authorize the Chief Executive Officer to execute all applicable documents, subject to Transactions Attorney approval.
Item 12: Consider Adoption of Resolution No. 2025-038 Approving a Default Power Supply Change Policy
RECOMMENDATION:
Adopt Resolution No. 2025-038 approving a Member Agency Default Power Supply Change Policy.
Item 13: Consider Adoption of Resolution No. 2025-039 Changing the Venue for Clean Energy Alliance (CEA) Board and Community Advisory Committee (CAC) Meetings from September 2025 through June 2026 and Discuss Time of Board Meetings RECOMMENDATION:
Adopt Resolution No. 2025-039 changing the Place/Venue for Clean Energy Alliance (CEA) Board and Community Advisory Committee (CAC) Meetings for September 2025 – June 2026 and provide additional direction regarding the time and place of the CEA Board Meeting as needed.
BOARD MEMBER REQUESTS FOR FUTURE AGENDA ITEMS
NEXT MEETING: Regular Board Meeting August 28, 2025, City of Oceanside, 300 North Coast Highway, Oceanside, CA 92054.
AGENDA
5 Clean Energy Alliance Board Meeting Agenda
July 31, 2025
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
June 26, 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: Nuñez, Becker, Spelich, Melendez.
Alternate Board Member: Blackburn
Board Member Garcia participated remotely due to just cause and joined the meeting at 2:03 p.m.
Board Member Figueroa arrived at 2:03 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 May 29, 2025
Motion by Board Member Becker, seconded by Board Member Nuñez, to approve the minutes presented.
Motion carried, 6/0/1 (Blackburn – Abstain).
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.
In response to Board Member Becker, Chair Melendez clarified that Item 2 will be discussed again at a future meeting due to a potentially new meeting location in the future.
Motion by Board Member Nuñez, seconded by Board Member Becker to adopt Resolution No. 2025-025.
Motion carried, 7/0.
Reports
Item 5: Clean Energy Alliance Chief Executive Officer Operational Report and Administrative Report
CEO Greg Wade presented the presentation and provided information on enrollment statistics, community events and CEA programs.
CEO Greg Wade responded to questions from the Board.
CEA Board received 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
2) Accept report on the status of CEA employee vacancy rates and recruitment and retention efforts
Chair Melendez opened the Public Hearing at 2:14 p.m.
Discussion ensued amongst the Board Members.
Chair Melendez closed the Public Hearing at 2:17 p.m.
Motion by Board Member Nuñez, seconded by Board Member Becker, to close the public hearing and accept the report. Motion carried, 7/0.
CEA Board received report.
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.
Keyes and Fox Partner Tim Lindl and CEO Greg Wade responded to questions from the Board.
CEA Board received report.
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.
CFO Andy Stern presented the report and answered questions from the Board.
CEO Greg Wade answered questions from the Board.
CEA Board received report.
Motion by Chair Melendez, seconded by Board Member Becker to adopt Resolution No. 2025-026. Motion carried, 7/0.
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
Motion by Board Member Nuñez, seconded by Board Member Becker to adopt Resolution No’s 2025-027, 2025-028 and 2025-029. Motion carried, 6/0/1 (Blackburn - Abstain).
BOARD MEMBER REQUESTS FOR FUTURE AGENDA ITEMS: None.
NEXT MEETING: Regular Board Meeting July 31, 2025, City of Oceanside, 300 North Coast Highway, Oceanside, CA 92054.
ADJOURN: Chair Melendez adjourned the meeting at 3:04 p.m. _______________________________________
Ana Marie Alarcon
Clerk to the Board/Executive Assistant
Staff Report
DATE: July 31, 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 May 2025.
BACKGROUND AND DISCUSSION:
This report provides the Board with the following financial information through May 31, 2025:
• Statement of Financial Position (Unaudited and preliminary) – Reports assets, liabilities, and financial position of the CEA as of May 31, 2025.
• Statement of Revenues, Expenses and Changes in Net Position (Unaudited and preliminary) for the period ended May, 2025.
• Budget to Actuals Comparison Schedule (Unaudited and preliminary) – Reports actual revenues and expenditures compared to the annual amended budget as of May 31, 2025. • List of Payments Issued – Reports payments issued for May 2025.
As of May 31, 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. May 2025 Treasurers Report
July 31, 2025
CEA Treasurer’s Report
ASSETS
Current assets
Cash and cash equivalents $ 12,572,429
Accounts receivable, net of allowance 25,368,323
Accrued revenue 12,582,190
Other receivables 203,808
Prepaid expenses 7,933,652
Total current assets 58,660,402
Noncurrent assets
Deposits 4,036,276
Total noncurrent assets 4,036,276
Total assets 62,696,678
LIABILITIES
Current liabilities
Accrued cost of electricity 35,193,409
Accounts payable 975,632
Other accrued liabilities 318,950
Security deposits - energy suppliers 500,000
Interest and financing cost payable 17,059
Total current liabilities 37,005,050
Noncurrent liabilities
Security deposits - energy suppliers 6,496,150
Revolving line of credit 12,000,000
Total noncurrent liabilities 18,496,150
Total liabilities 55,501,200
NET POSITION
Unrestricted $ 7,195,478
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 May 31, 2025
Attachment A
July 31, 2025
CEA Treasurer’s Report
OPERATING REVENUES
Electricity sales, net $ 314,007,310
OPERATING EXPENSES
Cost of electricity 280,347,391
Contract services 6,243,803
Staff compensation 1,427,217
Other operating expenses 869,481
Total operating expenses 288,887,892
Operating income (loss) 25,119,418
NONOPERATING REVENUES (EXPENSES)
Investment income 258,277
Interest expense (1,217,383)
Nonoperating revenues (expenses), net (959,106)
CHANGE IN NET POSITION 24,160,312
Net position at beginning of year (16,964,834)
Net position at end of period $ 7,195,478
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 REVENUES, EXPENSES
AND CHANGES IN NET POSITION
Eleven Months Ended May 31, 2025
July 31, 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, $290,105,000 of operating expenses have been expended. Revenues from electricity salesfor the year-to-date reached $314,007,000. Nonoperating activity was a net expense of $959,000. The overall change in net position for the year-to-date was an increase of $24,160,000.
The Budget to Actuals Comparison Schedules as of May 31, 2025, is shown below.
Actual Budget Amount %
Operating Revenues $ 314,007,310 $ 321,897,395 $ (7,890,085) -2% 360,839,549 46,832,239 13% Operating Expenses
Cost of Energy 280,347,391 289,482,869 9,135,478 3% 317,090,165 36,742,774 12% Other Operating Expenses 8,540,501 8,522,087 0% 9,378,650 (18,414) 838,149 9% Total Operating Expenses 288,887,892 298,004,956 9,117,064 3% 326,468,815 37,580,923 12% Operating Income (Loss) 25,119,418 23,892,439 1,226,979 5% 34,370,733 9,251,315 Nonoperating Income/(Expense)
Interest Income 258,277 129,421 100% 148,585 128,856 (109,692) -74% Interest Expense (1,217,383) (1,079,885) (137,498) -13% (1,211,969) 0% 5,414 Total Nonoperating Income/(Expense) (959,106) (950,464) -1% (1,063,383) (8,642) (104,277) 10% Change in Net Position $ 24,160,312 $ 22,941,974 $ 1,218,338 $ 33,307,350 $ 9,147,038 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
Eleven Months Ended May 31, 2025
Year-To-Date
Variance fav. (unfav.) Budget Less
Actual YTD
Budget
Remaining /
Budget %
Annual
Budget
July 31, 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
05/16/2025 ABBOTT, STRINGHAM & LYNCH April 2025 - Services 18,500.00 05/20/2025 Agua Hedionda Lagoon Foundation AHLF Aw ard Ceremony Sponsor 1,500.00 05/12/2025 ATRIA WORKSPACE (AVANTI) June 2025 -Rent 1,905.49 05/02/2025 BRAUN BLAISING SMITH WYNNE Legal services 90.00 05/16/2025 BRENTECH INCORPORATED Softw are and equipment 11,370.62 05/12/2025 BRENTECH INCORPORATED Softw are and equipment 780.03 05/05/2025 BRENTECH INCORPORATED Softw are and equipment 130.00 05/05/2025 BURKE, WILLIAMS & SORENSEN, LLP March 2025 - Legal services 12,993.76 05/20/2025 CALPINE ENERGY SERVICES L.P. April 2025 - RA 40,000.00 05/02/2025 CHAPMAN AND CUTLER, LLP Professional ServicesRevolving Line of Credit 19,500.00 05/07/2025 CINDY KREBS CONSULTING, INC. 1st & 2nd Billing - Clerk to the Board/Executive Assistant. 19,200.00 05/02/2025 cQuant.io Inc. Subscription Fee 195,456.00
05/20/2025 EDF TRADING NORTH AMERICA April 2025 - Capacity Purchase 588,750.00 05/13/2025 EMPOWER (401a) Employee Retirement - 05/05/2025 7,346.36 05/28/2025 EMPOWER (401a) Employee Retirement - 05/20/2025 6,677.49 05/13/2025 EMPOWER (457b) Employee Retirement -05/05/2025 4,051.68 05/28/2025 EMPOWER (457b) Employee Retirement -05/20/2025 3,784.13 05/09/2025 EMPOWER (FEES) Plan Investment Management fees 1,838.22 05/09/2025 EMPOWER (FEES) Plan Investment Management fees 666.02 05/20/2025 ES 1A Group 2 Opco, LLC April 2025 - Resource Adequacy 108,360.00 05/12/2025 Evolution Affairs, LLC April 2025 - Professional Service 1,718.75 05/16/2025 Evolution Affairs, LLC March 2025 (Balance on Amended invoice) - Professional Service 550.00 05/07/2025 FABICK, EMILY 04/28/25-04/30/25 - expense reimbursement 770.56 05/12/2025 Hall Energy Law PC March 2025 Fees for Professional Services Rendered 13,130.00 05/27/2025 JPMorgan Principal Repayment 7,015,265.75
05/20/2025 JPMorgan Interest and loan fees 39,349.70
05/02/2025 JPMorgan Letter of credit fees 18,750.00
05/22/2025 Keyes & Fox LLP April 2025- Professional Services 15,966.50 05/20/2025 LEAPFROG POWER, INC. May 2025 - CEA RA 17,921.80 05/27/2025 Maher Accountancy May 2025 Services 10,500.00 05/07/2025 New Gen Strategies & Solutions April 2025 -Project: CEA SDG&E ERRA REGULATORY 573.75 05/29/2025 Neyenesch Printers Notice Mailing 729.68
05/01/2025 Neyenesch Printers Notice Mailing 725.44
05/16/2025 Neyenesch Printers Notice Mailing 596.43
05/20/2025 Orange County Pow er Authority(Vendor) April 2025 - System Flex -RA 1,000,000.00 July 31, 2025
CEA Treasurer’s Report
05/22/2025 Pacific Energy Advisors, Inc April 2025 - Technical Consulting Advisors 40,829.48 05/27/2025 Pacific Gas & Electric January 2025 Renew able Energy Certificates Sale 2,162,500.00 05/02/2025 Pacific Gas & Electric July 2025 - RA 2,129,000.00 05/06/2025 Pacific Gas & Electric PWR-SWAP P-TH_NP15_GEN -APND 400,000.01 05/06/2025 PARTICIPATE ENERGY FUND LLC April'2025 - Period 03042025 -04032025 1,162.04 05/05/2025 Pattern Energy Management Services LLC Feb 2025 RECs 2,591,250.00 05/05/2025 Pattern Energy Management Services LLC Jan 2025 RECs 615,000.00 05/02/2025 PaulosAnalysis April 2025 - Professional Services 6,500.00 05/07/2025 PECKHAM, DANIEL Dan Peckham - expense reimbursement 607.95 05/16/2025 PILLSBURY WINTHROP SHAW PITTMAN LLP March 31, 2025 Professional Services 2,464.50 05/27/2025 Pow erex May 2025 REC transactions 61,687.50 05/02/2025 REGEHR, OLIVIA Expense Report Apr 5, 2025 to Apr 30, 2025 315.63 05/27/2025 Resi Station LLC April 2025 - Proxy Demand Response CEA 3,780.00 05/28/2025 River City Bank CC March 2025 - Expense Reimbursement 3,816.00 05/05/2025 River City Bank CC March 2025 - Expense Reimbursement 3,021.74 05/28/2025 River City Bank CC April 2025 - Expense Reimbursement 1,184.00 05/20/2025 SDG&E (Procurement) April 2025 - CEA-REC Sales-VA 5,500,511.64 05/02/2025 SDG&E (Procurement) RA Sales MCAM 606,562.30 05/28/2025 SDG&E Customer Payment Services Enhanced Pre-Application report for a biogas project in Carlsbad 525.00 05/21/2025 SDG&E(Service Fees) For services rendered for period April 1, 2025 to April 30, 2025. 61,614.12 05/12/2025 SDRMA Coverage Month: June 2025 11,257.51
05/20/2025 SEMPRA April 2025 - Capacity Purchases 912,500.00 05/16/2025 State Compensation Insurance Fund Monthly - Worker’s Comp 564.42 05/12/2025 STERN, ANDREW For the period from April 1, 2025 through April 30, 2025 14,387.24 05/07/2025 The Bayshore Consulting Group, Inc April 2025 - CCA Operations Consulting 8,531.25 05/27/2025 THE ENERGY AUTHORITY May 2025 - CAISO Weekly Statement of Activity (5/2-5/8/25) 158,144.85 05/05/2025 THE ENERGY AUTHORITY April 2025 - CAISO Weekly Statement of Activity 43,079.02 05/23/2025 THE ENERGY AUTHORITY December 2024 - Environmental Sales REC 1,500,000.00 05/27/2025 THE ENERGY AUTHORITY April 2025 - Resource Management Monthly Fees 20,715.08 05/13/2025 Tripepi, Smith & Associates, Inc. April 2025 - Communications and Marketing Services 14,173.10 05/09/2025 Tripepi, Smith & Associates, Inc. April 2025 - Communications and Marketing Services 189.02 05/20/2025 USPS First-Class Mail and First-Class Package Service 1,341.03 05/06/2025 USPS First-Class Mail and First-Class Package Service 821.60 05/27/2025 WADE, GREG April 2025 - Expense Reimbursement 626.71 05/02/2025 WREGIS REC transfer fees 617.35
05/01/2025 Multiple NEM Customers NEM Cash Out 112,930.20 Total from Operating account 26,171,658.45
05/23/2025 NRG March 2025 - Energy Purchase 3,970,923.88 05/27/2025 NRG May 2025 - Energy Purchase 144,753.98
05/23/2025 Shell Oil North America March 2025 -Energy Purchase 4,062,736.19 05/23/2025 MORGAN STANLEY CAPITAL GROUP, INC. April 2025 - Electricity 5,592,981.44 Total from lockbox account 13,771,395.49
Staff Report
DATE: July 31, 2025
TO: Clean Energy Alliance Board of Directors
FROM: Greg Wade, Chief Executive Officer
ITEM 2: Consider Adoption of Resolution No. 2025-030 Approving an Update of the Clean Energy Alliance Employee Handbook and Approving the Workplace Violence Prevention Plan and Family Medical Leave, Pregnancy Disability Leave and Military Family Leave Policy RECOMMENDATION:
That the Clean Energy Alliance (CEA) Board adopt Resolution No. 2025-030:
1) Approving an Update to the CEA Employee Handbook
2) Approving the CEA Workplace Violence Prevention Plan 3) Approving the CEA Family and Medical Leave, Pregnancy Disability Leave and Military Family Leave Policy
BACKGROUND AND DISCUSSION:
Employee Handbook
On May 25, 2023, the Board approved CEA’s Employee Handbook. Prepared and approved in anticipation of hiring staff at that time, the Handbook establishes CEA’s employment policies and procedures and its workplace code of conduct. The Handbook was developed utilizing best practices and current employment law. The Handbook was reviewed by CEA’s General Counsel and reflects their recommendations.
Since that time, CEA has hired and continues to hire new staff and has been keeping track of employment law changes, personnel rule updates and other employment trends. As such, the CEA Employee Handbook has been updated to reflect the following:
• Updating the following to comply with state law:
o Adding a section on Pay Transparency and Equal Pay Rights o Adding a section on Cybersecurity and Data Privacy
o Adding a section on Political Activities and Political Expression o Separating out and preparing a Workplace Violence Prevention Plan (WVPP) o Updating Bereavement Leave
o Updating sick leave requirements for Part-Time employees o Updating the section for Leave to Victims of Crime or Abuse • Extracting certain leave sections and including them in CEA’s Family and Medical Leave, Pregnancy Disability Leave, And Military Family Leave Policy
• Updating Employee Retirement Benefits to comply with recent changes to CEA employee retirement contributions
• Updating Lactation Accommodation provisions and adding an associated Request Form July 31, 2025
Employee Handbook/WVPP Plan
Workplace Violence Prevention Plan
The proposed Workplace Violence Prevention Plan (WVPP) has been drafted using current best practices and reflects current employment law. The WVPP is established to comply with California Labor Code Section 6401.9 and is intended to ensure a safe and secure work environment for all CEA employees, including those working remotely. It encompasses all work-related activities, whether conducted on-site or from remote locations. It defines procedures to prevent, respond to, and document incidents of workplace violence. As noted above, specific sections of the Employee Handbook have been incorporated into the WVPP and other provisions as required by state law are included.
Family and Medical Leave, Pregnancy Disability Leave and Military Family Leave Policy In order to provide employees with information and guidelines for the taking of family care and medical leave, in accordance with the federal Family and Medical Leave Act (FMLA), the California Family Rights Act (CFRA), and the California Pregnancy Disability Leave Law (PDL), CEA has drafted a Family and Medical Leave, Pregnancy Disability Leave and Military Family Leave Policy (Policy). To the extent not already provided for under current leave policies and provisions, this Policy will provide family and medical care leave for eligible employees as required by state and federal Law. The leaves provided for in this Policy are granted under a variety of state and federal laws.
Additional definitions and other provisions governing employees' rights and obligations under the FMLA, CFRA, and PDL that are not specifically set forth in the Policy are set forth in the Department of Labor's FMLA regulations (29 C.F.R. § 825.00 et seq.) and the California Department of Fair Employment and Housing’s CFRA regulations (2 C.C.R. § 11087 et seq.) and PDL regulations (2 C.C.R. § 11035 et seq.) This Policy is deemed to include such regulatory provisions, including subsequent revisions to such regulatory provisions.
FISCAL IMPACT:
There are no direct costs associated with the approval of the Updated Employee Handbook, the WVPP or the Policy as described herein and in the Attachments to this staff report.
Submitted for Board consideration:
___________________________________
Gregory Wade
Chief Executive Officer
ATTACHMENTS:
A. Resolution No. 2025-030
B. CEA Employee Handbook
C. CEA Workplace Violence Prevention Plan
D. CEA Family and Medical Leave, Pregnancy Disability Leave and Military Family Leave Policy
CLEAN ENERGY ALLIANCE
RESOLUTION NO. 2025-030
A RESOLUTION OF THE CLEAN ENERGY ALLIANCE BOARD OF DIRECTORS
AMENDING THE CLEAN ENERGY ALLIANCE EMPLOYEE HANDBOOK,
APPROVING THE CLEAN ENERGY ALLIANCE WORKPLACE VIOLENCE
PREVENTION PLAN AND APPROVING THE CEA FAMILY AND MEDICAL
LEAVE, PREGNANCY DISABILITY LEAVE AND MILITARY FAMILY LEAVE POLICY
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 Sections 6500 et seq.); and
WHEREAS, on May 25, 2023, the Board of Directors of CEA (“Board”) adopted the CEA Employee Handbook (Employee Handbook), the CEA Alcohol and Drug Policy and the CEA Employee Benefits Policy; and
WHEREAS, on March 27, 2025, the Board approved Resolution No. 2025-014 authorizing specified amendments to the Employee Handbook regarding CEA’s employee retirement contributions; and
WHEREAS, the Employee Handbook contains specific language that, to comply with California Labor Code Section 6401.9, has been incorporated into a Workplace Violence Prevention Plan (WVPP) to ensure a safe and secure work environment for all CEA employees, including those working remotely; and
WHEREAS, in order to provide employees with information and guidelines for the taking of family care and medical leave, in accordance with the federal Family and Medical Leave Act (“FMLA”), the California Family Rights Act (“CFRA”), and the California Pregnancy Disability Leave Law (“PDL”), CEA has drafted a Family and Medical Leave, Pregnancy Disability Leave and Military Family Leave Policy (Policy) for consideration and approval by the Board.
NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of Clean Energy Alliance, as follows:
Section 1. The Board hereby approves the amended and updated CEA Employee Handbook to incorporate specific employee retirement benefit changes and update sections pursuant to applicable state law and regulations as presented to the Board on July 31, 2025, which are fully incorporated into the updated Employee Handbook on file with the Board Clerk of CEA and available to the public for inspection on CEA’s website.
Attachment A
CEA Resolution No. 2025-030
Employee Handbook, WVPP & Leave Policy
Section 2. The Board hereby approves the CEA Workplace Violence Prevention Plan (WVPP) as presented to the Board on July 31, 20025, which is incorporated herein fully by reference and is on file with the Board Clerk of CEA and available to the public for inspection on CEA’s website.
Section 3. The Board hereby approves the CEA Family and Medical Leave, Pregnancy Disability Leave and Military Family Leave Policy (Policy) as presented to the Board on July 31, 20025, which is incorporated fully herein by reference and is on file with the Board Clerk of CEA and available to the public for inspection on CEA’s website.
The foregoing Resolution was passed and adopted on this 31st day of July 2025, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
APPROVED:
________________________________________
Katie Melendez, Board Chair
ATTEST:
_______________________________
Ana Marie Alarcon, Clerk to the Board
CEA
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Employee
Handbook
Updated
July 2025
Attachment B
CEA Employee Handbook
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TABLE OF CONTENTS
Page
Introductory Policies................................................................................................ 4 Introduction & Future Revisions.................................................................... 4 Classification of Employees ........................................................................... 4 Our Working Relationship.............................................................................. 5 Open Communication Policy.......................................................................... 5 Equal Employment Opportunity .................................................................... 5 Reasonable Accommodation ......................................................................... 6 Unlawful Harassment, Discrimination, and Retaliation................................. 6 Employment Policies and Practices.......................................................................... 9 Job Duties ...................................................................................................... 9 Work Schedules............................................................................................. 9 Personnel Records....................................................................................... 10 Inspection of Payroll Records ...................................................................... 10 Layoffs and Work Reductions...................................................................... 10 Employment Separation .............................................................................. 10 Employment Verification and References ................................................... 11 Punctuality and Attendance ........................................................................ 12 Timekeeping Requirements for Non-Exempt Staff...................................... 12 Meal and Rest Periods for Non-Exempt Staff .............................................. 13 Overtime Time Provisions for Non-Exempt Staff......................................... 13 Make-Up Time for Non-Exempt Staff .......................................................... 13 Payment of Wages....................................................................................... 13 Advances...................................................................................................... 14 Payroll Deductions, Wage Attachments and Garnishments........................ 14 Lactation Accommodation........................................................................... 14 Pay Transparency and Equal Pay Rights................................................................. 15 CEA Employee Handbook
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Standards of Conduct............................................................................................. 15 Professional Business Conduct and Ethics................................................... 15 Unacceptable Activities: .............................................................................. 16 Performance Evaluations............................................................................. 17 Customer and Public Relations.................................................................... 17 Confidentiality ............................................................................................. 18 Cybersecurity and Data Privacy ................................................................... 19 Conflict of Interest....................................................................................... 19 Solicitation ................................................................................................... 20 Political Activities and Political Expression .................................................. 20 Media Contact ............................................................................................. 20 Employment of Friends or Relatives............................................................ 21 Personal Relationships in the Workplace .................................................... 21 Dress Policy.................................................................................................. 22 Day-to-Day Operations .......................................................................................... 22 Electronic Systems and Privacy.................................................................... 22 Workplace Monitoring................................................................................. 23 Application of Policies.................................................................................. 23 Travel Expense Policy................................................................................... 23 Technology Allowance (including Internet and Cell Phone) ........................ 23 Driving Record and Insurance...................................................................... 24 Health and Safety......................................................................................... 24 Smoking Policies .......................................................................................... 24 Workplace Violence..................................................................................... 24 Employee Suggestion Program.................................................................... 24 Paid Time Off (PTO) and Employee Benefits.......................................................... 25 Vacation....................................................................................................... 25 Sick Leave..................................................................................................... 26 CEA Employee Handbook
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Sick leave for Part-time Employees ............................................................. 27 Paid Family Leave (PFL) Insurance ............................................................... 27 Personal Leaves of Absence......................................................................... 27 Medical Leaves of Absence.......................................................................... 28 Jury Duty or Witness Leave.......................................................................... 28 Military Leave .............................................................................................. 28 Pregnancy Disability Leave .......................................................................... 29 Reproductive Loss Leave.............................................................................. 29 Holidays ....................................................................................................... 29 Bereavement Leave ..................................................................................... 30 Benefits........................................................................................................ 30 Insurance Benefits ....................................................................................... 30 Retirement Plan........................................................................................... 32 Disability Insurance...................................................................................... 32 Life and Accidental Death and Dismemberment Insurance ........................ 32 Section 125 (Cafeteria Plan) ............................Error! Bookmark not defined.
State Disability Insurance............................................................................. 33 Workers’ Compensation .............................................................................. 33 Domestic Partners ....................................................................................... 33 Cal-COBRA.................................................................................................... 34 Time Off for Victims of a Violent or Serious Crime ...................................... 34 Time Off to Vote .......................................................................................... 36 Volunteer Emergency Duty Leave................................................................ 36 Return to Work and Modified Duty Policy................................................... 36 Receipt and Acknowledgment of CEA Employee Handbook.................................. 37 At-Will Employment..................................................................................... 37 Future Revisions .......................................................................................... 37 CEA Employee Handbook
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Introductory Policies
Introduction & Future Revisions
Clean Energy Alliance (CEA) hopes all employees find their employment with CEA to be both rewarding and challenging. CEA’s staff is key to its success, and CEA carefully selects new employees. This handbook is not a contract, express or implied, nor does it guarantee employment for any specific length of time.
The policies included in this handbook are guidelines only and are subject to change as CEA deems appropriate. From time to time, employees may receive notice of new or modified policies, procedures, benefits, or programs. No oral statements or representations can in any way change or alter the provisions of this employee handbook.
Classification of Employees
All employees of CEA, whether Exempt, Non-Exempt, Full-Rime, Part-Time, or Temporary are employed at-will. Participation in CEA’s benefits programs may be affected by an employee’s employment status or classification. The following definitions apply to the classifications of employment at CEA:
1. “Exempt Employees” are those employees whose duties and responsibilities allow them to be exempt from certain provisions of the Federal Fair Labor Standards Act (FLSA) and applicable state laws and applies to certain administrative, professional, and executive staff. Exempt Employees qualify for exemption from overtime regulations under state and federal law and their salaries already take into account that they may work long hours. If an employee is Exempt, they will be advised at the time they are hired, transferred, or promoted.
2. ”Non-Exempt Employees” are all other regular employees who are not classified as Exempt. Non-Exempt Employees receive extra pay for overtime work (as described in the overtime section of this employee handbook). Employees working in Non-Exempt positions are compensated for the actual amount of time spent on duty and are entitled to receive time and one-half (1 ½) their regular rate of pay for each hour worked in excess of forty (40) hours in a workweek.
3. “Full-Time Employees” work on a regular basis for at least 40 hours per week. Full-Time employees may be classified as Exempt or Non-Exempt. They are generally eligible for all CEA benefits, so long as they meet the applicable requirements, such as length of service.
4. “Part-Time Employees” are regularly scheduled to work fewer than 40 hours per week.
Part-Time Employees who are regularly scheduled to work a minimum of 30 hours per CEA Employee Handbook
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week are entitled to applicable benefits, according to a prorated formula based on their average hours worked compared to a standard 40-hour workweek. Part-Time Employees who are regularly scheduled to work less than 30 hours per week are not eligible for benefits covered in this employee handbook, other than those required by law or as stipulated in writing signed by the CEO or designee.
5. “Temporary Employees” are hired with the understanding that their employment will not continue beyond a stated date or beyond completion of a specified project or projects.
Temporary Employees will generally not be employed for more than six (6) months.
Temporary Employees are not eligible for benefits covered in this employee handbook, other than those required by law or as stipulated in writing signed by the CEO or designee.
6. “Interns” are employees who are gaining supervised practical experience in a professional field. Interns will be paid but are not eligible for any benefits listed in this employee handbook, except as required by law.
Our Working Relationship
CEA does not offer tenure or any other form of guaranteed employment. Either CEA or the employee can terminate the employment relationship at any time, with or without cause, with or without notice. This is called Employment-At-Will. This Employment-At-Will relationship exists regardless of any other written statements or policies contained in this handbook or any other CEA documents or any verbal statement to the contrary.
No one except CEA’s Chief Executive Officer (CEO) or designee can enter into any kind of employment relationship or agreement that is contrary to the previous statement. To be enforceable, such relationship or agreement must be in writing, signed by the CEO or designee, and approved by the CEA Board of Directors.
Open Communication Policy
At CEA, courtesy, tact, and consideration should guide each employee in relationships with fellow workers and the public. It is mandatory that each employee show maximum respect to every other person in the organization. The purpose of communication should be to help others and to make the business run as effectively as possible, thereby gaining the respect of colleagues and customers.
Equal Employment Opportunity
CEA is an equal opportunity employer and makes employment decisions on the basis of merit and business need. CEA’s policies prohibit unlawful discrimination based on race, color, religious creed, gender, pregnancy (or related medical condition), genetic information, genetic characteristics, gender identity, gender expression, religion, marital status, military or veteran CEA Employee Handbook
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status, age, national origin or ancestry, physical or mental disability, medical condition, sexual orientation, or any other consideration made unlawful by federal, state or local laws. All such discrimination is contrary to CEA policy.
Reasonable Accommodation
Under the California Fair Employment and Housing Act (FEHA) and the Americans with Disabilities Act (ADA), CEA will reasonably accommodate an employee or applicant with a disability if the employee or applicant is otherwise qualified to safely perform all of the essential functions of the position.
CEA will make reasonable accommodations when requested to comply with applicable laws ensuring equal employment opportunities to qualified individuals with a disability. CEA will engage in a timely, good-faith, interactive process to determine reasonable accommodation, if any, in response to a request for reasonable accommodation by an employee or applicant with a known physical or mental disability or known medical condition. CEA will consider all requests for accommodation, but retains discretion to determine what, if any, accommodation to provide.
Unlawful Harassment, Discrimination, and Retaliation
It is CEA’s intent and the purpose of this policy to provide all employees, applicants, and contractors with an environment that is free from any form of harassment, discrimination, or retaliation as defined in this policy. CEA prohibits any form of conduct that violates this policy.
CEA also prohibits any employee from retaliating in any way against anyone who has raised any concern about harassment or discrimination against another individual. CEA will investigate any complaint of harassment, discrimination, and retaliation and will take immediate and appropriate disciplinary action if any such conduct has been found within the workplace.
The above policy includes both sexual harassment, as well as harassment or discrimination based on an employee’s status in a protected class. These classes include, but are not necessarily limited to race, color, religion, age, gender, genetic information, genetic characteristics, gender identity, gender expression, sexual orientation, pregnancy (or related medical condition), national origin or ancestry, disability, medical condition, marital status, veteran status, military status, or any other protected status defined by federal, state, or local laws. This policy also prohibits unlawful harassment or discrimination based on the perception that anyone has any of those characteristics or is associated with a person who has or is perceived as having any of those characteristics. This policy extends to unlawful harassment of CEA employees by any other CEA employees, vendors, independent contractors, customers, or others with whom employees may meet during their work for CEA.
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What Is Workplace Harassment?
Workplace harassment can take many forms. It may be, but is not limited to, words, signs, offensive jokes, cartoons, pictures, posters, e-mail jokes, social media communication, messages or statements, pranks, intimidation, physical assaults or contact, or violence. It may also take the form of other vocal activity including derogatory statements not directed to the targeted individual but taking place within their hearing. Other prohibited conduct includes written material such as notes, photographs, cartoons, articles of a harassing or offensive nature, and taking retaliatory action against an employee for discussing or making a harassment complaint. In addition, this policy protects employees against conduct from all individuals in the workplace, such as fellow employees, supervisors, outside customers, vendors, independent contractors, or other non-employees who conduct business with CEA.
What Is Sexual Harassment?
One type of harassment is sexual harassment, which may include unwelcome sexual advances, requests for sexual favors, or other verbal or physical contact of a sexual nature. When this conduct creates an offensive, hostile and intimidating working environment, it may prevent an individual from effectively performing the duties of their position. It also encompasses such conduct when it is made a term or condition of employment or compensation, either implied or stated, and when an employment decision is based on an individual's acceptance or rejection of such conduct.
It is important to note that harassment crosses age and gender boundaries and cannot be stereotyped. Among other perceived unconventional situations, sexual harassment may involve two women or two men.
Generally, two categories of sexual harassment exist. The first, "quid pro quo," may be defined as the demand for sexual favors in exchange for improvement or continuance in an employee’s working conditions and/or compensation. The second category, "hostile, intimidating, offensive working environment," can be described as a situation in which unwelcome sexual advances, requests for sexual favors, or verbal or other conduct creates an intimidating or offensive environment. Examples of a hostile, intimidating, and offensive working environment include, but are not limited to, pictures, cartoons, symbols, or items found to be offensive. An employee may have a claim of harassment even if he or she has not lost a job or other economic benefit.
Retaliation
Retaliation against an employee (and an employee’s associates) who reports or provides information about harassment or discrimination is strictly prohibited. Any act of reprisal violates this policy and will result in appropriate disciplinary action. Examples of actions that might be retaliation against a complainant, witness, or other participant in the complaint process include:
(1) singling a person out for harsher treatment; (2) lowering a performance evaluation; (3) failing to hire, failing to promote, withholding pay increases, assigning more onerous work, abolishing a position, demotion, or discharge; (4) spreading rumors about a complaint or a complainant; (5) CEA Employee Handbook
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shunning and avoiding an individual who reports harassment or discrimination; or (6) real or implied threats of intimidation to prevent an individual from reporting harassment or discrimination.
Responsibility
All CEA employees, and particularly supervisors, have a responsibility for keeping the work environment free of harassment, discrimination, and retaliation. Any employee who becomes aware of an incident that violates this policy, whether by witnessing the incident or being told of it, must report it to their immediate supervisor, the CEO or designee, General Counsel, or a management representative with whom they feel comfortable. Employees may report complaints outside of their usual chain of command. When supervisors become aware of the existence of conduct that could violate this policy, they are obligated to direct it to the CEO or designee, whether or not the complainant wants their supervisor to do so. The CEO or designee will determine what level of investigation and response is necessary.
Reporting
If an employee believes they are being harassed, discriminated against, or retaliated against by any CEA employee, customer, contractor, or other business contact, they are required to report it to their supervisor or any other member of management. While CEA encourages employees to communicate directly with the alleged offender and make it clear that their behavior is unacceptable, it is not required. It is essential, however, to notify a supervisor or member of management immediately even if the employee is not sure the offending behavior is prohibited under this policy. Any incidents in violation of this policy must be immediately reported.
All reports will be promptly, fairly, and thoroughly investigated by qualified personnel and will be closed in a timely manner. Confidentiality will be maintained to the extent possible but cannot be guaranteed. Investigations will be documented and tracked for reasonable progress.
Any employee found to have harassed, discriminated against, or retaliated against another employee will be subject to severe disciplinary action up to and including termination. CEA will also take any additional action necessary to appropriately remedy the situation. Retaliation of any sort will not be permitted. No adverse employment action will be taken for any employee making a good faith report of alleged harassment.
Option to Report to Outside Administrative Agencies
Applicants, employees, officers, officials, and contractors have the option to report harassment, discrimination, or retaliation to the U.S. Equal Employment Opportunity Commission (EEOC) or the California Civil Rights Department (CRD). These governmental agencies investigate and prosecute complaints of unlawful discrimination, harassment, or retaliation in employment.
Employees who believe that they have been unlawfully harassed, discriminated against, or CEA Employee Handbook
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retaliated against may file a complaint with either of these agencies. The EEOC and the CRD serve as neutral fact finders and attempt to help the parties voluntarily resolve disputes. The nearest offices are listed on the specific agency’s website, as well as on posters located on CEA’s bulletin boards.
Employment Policies and Practices
Job Duties
An employee’s supervisor will explain their job responsibilities and the performance standards expected of an employee. An employee’s job responsibilities may change at any time during employment. For example, an employee may be asked to work on special projects or to assist with other work necessary or important to the operation of CEA. It is expected that CEA will have an employee’s cooperation and assistance in performing such additional work.
CEA also may, at any time, with or without notice, alter or change an employee’s job responsibilities, reassign, or transfer their position, or assign an employee additional job responsibilities depending on business needs.
Work Schedules
CEA’s normal business hours are 8:00 a.m. through 5:00 p.m., Monday through Friday. Each employee’s supervisor will assign an individual work schedule, and an employee is expected to be ready to perform their work at the start of their scheduled shifts. Flexible work schedules, remote work and telecommuting may be allowed at the discretion of an employee’s supervisor and CEO.
Alternative work arrangements are not an entitlement or employee benefit and may be modified or revoked at any time for any reason or without cause. All changes to normal working hours, flexible work schedules, and telecommuting arrangements should be documented with each employee’s supervisor and Human Resources representative, if available.
When working remotely, employees must:
• Maintain data security and confidentiality.
• Comply with CEA policies including attendance and conduct. • Have a safe and productive workspace.
CEA may inspect or audit remote workspaces as needed.
On occasion, work schedules may fluctuate with customer demand and business needs. If a change in an employee’s work schedule is required, their supervisor will notify them at the earliest opportunity. Employees may be required to work overtime or hours other than those normally scheduled. Exempt Employees are required to work as many hours as are necessary to complete the responsibilities of their positions.
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Personnel Records
A personnel file will be confidentially maintained for each CEA employee. An employee may review their personnel file during regular business hours upon making a request to the CEO or designee. An appointment will be made for the purpose of allowing the review.
CEA will treat all employees’ personnel records as confidential and private, to the extent required by law.
Employees should promptly notify CEA of any changes in personal data. Keeping personnel files up to date can be important with regard to pay, deductions, benefits and other matters. Coverage or benefits that an employee and their family may receive under CEA’s benefits package could be negatively affected if the information in a personnel file is incorrect.
Inspection of Payroll Records
Employees and former employees have the right to inspect and obtain copies of their own payroll records as required by applicable law. All requests must be submitted in writing to CEA’s CEO or designee. Responses will be provided as required by law. Employees who make a request may be asked to provide identification and may be required to pay for the cost of making the copies.
Layoffs and Work Reductions
CEA may implement layoffs. Employees will be selected for layoff at CEA’s discretion based on a combination of factors, including, but not limited to, business needs, employee performance and productivity, qualifications, attendance, attitude, ability, willingness to work the required days and hours, and the ability to work cooperatively with others in the affected work unit.
The weight given to the above factors may vary depending upon the needs of the affected work unit and CEA as a whole at the time of the layoff.
Employment Separation
CEA strives to ensure a smooth transition for employees leaving CEA. As noted throughout this handbook, employment at CEA is on an at-will basis. This means that an employee is not required to work for CEA for any specific length of time nor is CEA required to employ individuals for any specific length of time. An at-will employee is subject to termination of employment at any time CEA concludes it appropriate to do so. The statements made in this policy do not alter, modify, or limit the employment-at-will relationship.
CEA will consider an employee to have voluntarily terminated their employment if an employee:
1. Resigns from CEA;
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2. Fails to return from an approved leave of absence on the date specified by CEA; or
3. Fails to report to work or call in for three (3) consecutive workdays.
In the event that an employee resigns voluntarily, CEA may ask – but does not require – that they provide two (2) weeks’ notice to allow for a smooth transition and training of any replacement personnel.
All CEA property such as office equipment, credit cards, keys, manuals, computer equipment and accessories, and cell phones must be returned to the employee’s immediate supervisor on or prior to the last day of employment.
Final wages for time worked, plus any pay for unused but accrued vacation, will normally be paid on the employee’s last day of employment, but no later than the next regularly scheduled payday.
Involuntary separation from service means that the termination action is being initiated by CEA, rather than by the employee. In general, employees who are involuntarily separated by CEA are not eligible for rehire. In addition, employees who voluntarily resign may still be ineligible for rehire if CEA learns of circumstances that would have justified involuntarily separating them for performance-based reasons regardless of when that information is acquired. However, employees who are separated due to layoff or restructuring may be eligible for rehire or recall at CEA’s discretion.
If an employee meets eligibility requirements for rehire at the time of their separation from CEA, they may apply for any open position. Former employees will be considered along with all other applicants and have no greater chance of being selected for employment than all other applicants.
If an employee is rehired by CEA or converts from Part-Time to Full-Time status, the length of service with CEA for all purposes will be calculated from the rehire date or the date of conversion to Full-Time status. If an employee converts from Full-Time to Part-Time status, the length of service will discontinue accruing while the employee is in Part-Time status.
Employment Verification and References
When CEA receives a request for references or employment verification, CEA will confirm employment and disclose only the dates of employment and the title of the last position held. CEA will release additional information only with an employee’s signed authorization and waiver of liability in a form acceptable to CEA.
Only the CEO or designee is authorized to respond to requests for employee references and verification of employment. No other supervisor or employee is authorized to provide references for current or former employees. All requests for information regarding another employee must be forwarded to the CEO or designee.
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Punctuality and Attendance
Regular attendance and punctuality are essential functions of an employee’s job. An employee is expected to maintain regular attendance during all scheduled work hours, report to work on a timely basis, and work through the end of their regularly scheduled workday. In the event of an unscheduled absence, an employee:
• Must personally call their supervisor prior to the start of their shift if they are unable to reportto work or will be late to work on a scheduled workday. • Is expected to advise another management representative of their absence if they are not able to reach their supervisor and leave a telephone number where they can be reached.
Where appropriate, an employee is expected to follow such calls with an email. • May not have a relative or friend call in to report an absence, unless they are unable to call due to an emergency.
• Is expected to provide their supervisor with an explanation of an absence or tardiness and inform them of the expected duration of the absence. An employee need not disclose private information to their supervisor, including an underlying medical condition. • Must call in each day they are scheduled to work and will not report to work, with the exception of certain extenuating circumstances.
If an employee calls after the start of their shift, they will be considered tardy for that day.
Repeated absenteeism or tardiness (whether excused or not) is not tolerated. Continuing patterns of absences, early departures, or tardiness – regardless of the exact number of days – may warrant disciplinary action, up to and including termination of employment. CEA reserves the right to determine what is considered excessive absenteeism. Emergency or extraordinary circumstances concerning an absence or tardiness will be considered, and it is within CEA’s sole discretion to determine if an exception to this policy is warranted. For example, repeated car failures, missing the bus, consistently failing to arrange back-up childcare, or oversleeping do not constitute emergency or extraordinary circumstances. In all cases, CEA will make accommodations for qualified employees with disabilities where required by law.
Employees who fail to report for work for three (3) consecutive days without any notification to their supervisor, will be considered to have abandoned their employment, and voluntarily resigned from CEA.
Timekeeping Requirements for Non-Exempt Staff
Applicable law requires CEA to keep accurate records of time worked. Employee time records are official CEA records and must be accurately maintained. Employees must input their time at the start and at the end of each workday, and at the start and end of each meal period. Completing another employee’s time record or intentionally falsifying a time record is a serious violation and CEA Employee Handbook
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may result in immediate termination of employment. If a time record needs to be corrected, both the employee and their supervisor must initial the change in the time record to verify its accuracy.
Meal and Rest Periods for Non-Exempt Staff
Employees will generally be provided with at least a 30-minute meal period per day, to be scheduled with their supervisor to best accommodate the workday. In addition, Non-Exempt Employees are provided a 10-minute, paid rest break for every four (4) hours worked.
Overtime Time Provisions for Non-Exempt Staff
Employees may be required to work overtime. Only actual hours worked in a workweek will be counted in determining which hours constitute overtime. CEA will attempt to distribute overtime evenly and accommodate individual schedules. A supervisor must previously authorize all overtime work. Any overtime worked without prior authorization may be grounds for discipline.
Hours worked for purposes of overtime do not include unpaid meal periods, or hours away from work, including but not limited to vacation, illness, holiday, and jury duty.
Make-Up Time for Non-Exempt Staff
A Non-Exempt Employee may ask their supervisor for time off without pay and request to make up such time. If an employee requests to make up missed time, they should submit a “Make-Up Time Request Form” to their supervisor before the make-up time is worked. It is within the supervisor’s discretion to grant the request. Make-up time must be worked in the same workweek as the missed time in order not to incur overtime. Employees may not work over forty (40) hours total in the week including make-up time, unless approved for overtime pursuant to CEA’s overtime policies set forth in this handbook.
Payment of Wages
There are 24 pay periods in a year. Paydays are semi-monthly; on the twentieth (20th) day of the month covering the pay period beginning on the first (1st) day of the month and ending the fifteenth (15th) day of the month, and on the fifth (5th) day of the month covering the pay period beginning on the sixteenth (16th) day of the prior month and ending on the last day of the prior month. The workday (a 24-hour, consecutive period) begins at 12:01 a.m. and ends at midnight. The workweek is defined as Sunday at 12:01 am through Saturday at midnight.
If a regular payday falls on a weekend or holiday, employees will be paid on the last day of work prior to the regularly scheduled payday. Employees must immediately report errors on their paycheck to their supervisor.
CEA offers and encourages enrollment in direct deposit.
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Advances
CEA does not permit advances against paychecks or against unaccrued vacation.
Payroll Deductions, Wage Attachments and Garnishments
CEA makes certain deductions from every employee’s paycheck. Among these are applicable federal, state, and local income taxes, Medicare taxes, state disability insurance contributions, and paid family leave contributions. By law, CEA is also required to honor legal attachments and garnishments of an employee’s wages or salaries. If an employee’s wages are attached, CEA will withhold the specified amount to satisfy the terms of the attachment.
Lactation Accommodation
CEA will provide a reasonable amount of break time to accommodate an employee, including remote employees, desiring to express breast milk for the employee's infant child. The break time shall, if possible, run concurrently with any break time already provided to the employee.
For on-site employees, CEA shall provide the employee with the use of a room or other location, other than a toilet stall, in close proximity to the employee's work area, for the employee to express milk in private. The room or location may include the place where the employee normally works if it otherwise meets the requirements of the lactation space outlined below. If special arrangements are made to provide a Non-Exempt Employee with extra time beyond her normal rest period, the time will be unpaid.
The room or location designated for the purpose of expressing milk will meet the following requirements: (1) Be shielded from view and free from intrusion while being used to express milk; (2) Be safe, clean, and free of hazardous materials; (3) Contain a surface on which to place a breast pump and personal items; (4) Contain a place to sit; and (4) Have access to electricity needed to operate an electric battery-powered breast pump.
CEA will provide access to a sink with running water and a refrigerator, or other cooling device, suitable for storing milk, in close proximity to the employee’s work area.
An employee occupying such private area shall either secure the door or otherwise make it clear to others through signage that the area is occupied and should not be disturbed. All other employees should avoid interrupting an employee during an authorized break under this section, except to announce an emergency or other urgent circumstance. Where a multipurpose room is used for lactation, among other uses, the use of the room for lactation shall take precedence over the other uses for the time it is in use for lactation purposes.
CEA prohibits any form of retaliation against employees exercising lactation rights.
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Procedures
Breastfeeding employees who wish to express milk during working hours must submit a completed and signed Lactation Accommodation Request Form to their supervisor at least five (5) business days in advance before the start of the request. The form must include signatures of both the employee making the request and the employee’s supervisor. Any additional breaks needed to express milk beyond the employee’s regular breaks/lunch breaks must be indicated on the form.
The employee’s supervisor must respond to the employee’s accommodation request in writing on the same lactation accommodation request form submitted by the employee indicating the approval or denial of the break request. The completed request form must be returned to the employee and a copy filed in the employee’s Personnel File.
CEA reserves the right to deny, in writing, an employee’s request for a lactation break if the additional break time will seriously disrupt operations.
Employees have the right to file a complaint with the Labor Commissioner for any violation of rights provided under Chapter 3.8 of the California Labor Code regarding lactation accommodations. Information for how to file a complaint can be found on the Department of Industrial Relations website, https://www.dir.ca.gov/.
Pay Transparency and Equal Pay Rights
CEA complies with California’s Equal Pay Act and pay transparency requirements. Employees:
• May discuss or disclose their wages.
• May Inquire about wage ranges for their positions.
• Are free from retaliation for wage-related discussions.
CEA ensures equitable compensation regardless of gender, race, or other protected status.
Standards of Conduct
Professional Business Conduct and Ethics
By accepting employment with CEA, employees have a responsibility to CEA and to their fellow employees to adhere to certain codes of behavior and conduct. The purpose of these standards of conduct is to ensure that all employees understand what conduct is expected and necessary. When each employee is aware that they can fully depend upon fellow workers to follow these standards of conduct, then CEA will be a better place for everyone to work.
Though it is not possible to list all forms of behavior that are unacceptable in the workplace, the following are examples of behavior that would be considered infractions of CEA rules and CEA Employee Handbook
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standards of conduct. Such behavior may result in disciplinary action, up to and including termination of employment. If an employee has any questions concerning any work or safety rule, or any of the unacceptable activities listed, they should seek an explanation.
Unacceptable Activities:
1. Generally, conduct which is unbecoming, disloyal, disruptive, or damaging to CEA.
2. Falsification of timekeeping records.
3. Dishonesty, falsification, or misrepresentation on an employment application or other work records; dishonesty about sick or personal leave; falsifying reason for a leave of absence or other data requested by CEA; alteration of CEA records or other CEA documents.
4. Working under the influence of alcohol or unauthorized or dangerous drugs or controlled substances as defined under state or federal law, including marijuana.
5. Theft or inappropriate removal or possession of CEA property or the property of fellow employees; unauthorized use of CEA equipment and/or property for personal reasons.
6. Possession, distribution, solicitation, sale, transfer, or use of alcohol or unauthorized or dangerous drugs or controlled substances as defined under state or federal law, including marijuana, in the workplace, while on duty, or while operating CEA-owned vehicles or equipment.
7. Fighting, threatening, or coercing fellow employees on CEA property or during working hours, for any purpose.
8. Boisterous or disruptive activity in the workplace.
9. Negligence or any careless action leading to damage of CEA-owned or customer-owned property, or which endangers the life or safety of another person.
10. Obscene or abusive language toward any supervisor, employee or customer; indifference or rudeness towards a customer or fellow employee; any disorderly/antagonistic conduct on CEA premises.
11. Insubordination or other disrespectful conduct; refusing to obey instructions properly issued by a supervisor pertaining to work.
12. Violation of security or safety rules or failure to observe safety rules and/or practices; failure to wear required safety equipment; tampering with CEA equipment or safety equipment.
13. Creating or contributing to unsanitary conditions in the workplace.
14. Smoking in prohibited areas.
15. Any act of harassment, discrimination, or retaliation.
16. Possession of dangerous or unauthorized materials, such as explosives or firearms, in the workplace.
17. Excessive absenteeism without a valid excuse; failure to report an absence or late arrival.
18. Unauthorized absence from workstation during the workday; sleeping or loitering during working hours.
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19. Unauthorized use of telephones, mail system, or other CEA-owned equipment.
20. Originating, spreading, or taking part in malicious gossip or rumors about employees of CEA.
21. Unauthorized disclosure of business "secrets" or confidential information; giving confidential or proprietary information to competitors or other organizations or to unauthorized CEA employees; breach of confidentiality of personnel or CEA information.
22. Violation of CEA rules or policies.
23. Unsatisfactory or careless work; failure to meet production or quality standards.
24. Soliciting during working time; selling merchandise or collecting funds of any kind for charities or others without authorization during business hours, or at a time or place that interferes with the work of another employee on CEA premises.
25. Gambling on CEA property.
26. Failure to immediately report any damage or accident involving CEA equipment or vehicles or safety violations.
27. Failure or refusal to comply with the work schedule, including mandatory overtime.
28. Using, removing, or borrowing CEA equipment or property without prior authorization.
29. The use of abusive or threatening language or actions toward anyone.
Performance Evaluations
CEA encourages an open dialogue between an employee and his or her supervisor on an informal, regular basis. CEA believes this type of interaction increases job satisfaction for both an employee and CEA.
Formal performance evaluations will be conducted annually or with frequency dependent on length of service, job position, past performance, changes in job duties, or recurring performance problems. After an evaluation, employees will be asked to sign the evaluation report to acknowledge that it has been presented to them and discussed with them by their supervisor, and that they are aware of its contents.
Positive performance evaluations do not guarantee increases in salary, bonuses, or promotions.
Salary increases, bonuses, and promotions are solely within the discretion of CEA, and depend upon many factors in addition to performance.
Customer and Public Relations
The success of CEA depends upon the quality of the relationships between CEA, its employees, and customers, contractors, and the general public. Customers’ impression of CEA and their interest and willingness to do business with CEA are formed by how CEA serves them.
The opinions and attitudes that customers have toward CEA can be affected for a long period of time by the actions of just one employee. It is sometimes easy to take a customer for granted, but CEA Employee Handbook
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when that occurs, CEA runs the risk of not only losing that customer, but their associates, friends, or family who also may be customers or prospective customers.
Here are several actions employees can take to help give customers a good impression of CEA:
1. Treat customers with courtesy and given proper attention at all times. Never regard a customer’s questions or concerns as an interruption or an annoyance. Customer inquiries, whether in person or by telephone, must be addressed promptly and professionally.
2. Never place a telephone caller on hold for an extended period of time. Direct incoming calls to the appropriate person and make sure that the call is answered.
3. Act competently and deal with customers in a courteous and respectful manner. Through their conduct, an employee should show their desire to assist the customer in obtaining the help that he or she needs. If an employee is unable to help a customer, they should find someone who can.
4. All correspondence and documents, whether to customers or others, must be neatly prepared and error-free. Attention to accuracy and detail in all paperwork demonstrates an employee’s commitment to those with whom CEA does business.
5. Never argue with a customer. If a problem develops or if a customer remains dissatisfied, an employee should ask their supervisor to intervene.
6. Communicate pleasantly and respectfully with customers and other employees at all times.
Confidentiality
Employees are responsible for safeguarding confidential information obtained during their employment with CEA, including financial information obtained from customers and private information about other employees.
Employees may in no way reveal or divulge any such information unless it is necessary in the performance of their duties. Access to confidential information should be on a "need-to-know" basis and must be authorized by an employee’s supervisor.
If an employee is questioned by someone outside CEA or their department and is concerned about the appropriateness of disclosing certain information, the employee is not required to answer.
Instead, employees should, as politely as possible, refer the request to their supervisor or the CEO or designee.
It is also important to remember that employees may not disclose or use proprietary or confidential information except as their job requires. Employees may not keep or retain any originals or copies of reports, notes, proposals, customer lists or other confidential and proprietary documents, equipment, supplies, or property belonging to CEA. Any and all copies or originals of reports and CEA Employee Handbook
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notes belong to CEA and must be turned over to CEA within twenty-four (24) hours of termination of employment.
An employee is not permitted to remove or make copies of any CEA records, reports or documents without prior management approval. Employees shall not post confidential information about CEA, customers, employees, or affiliates on any social media. Disclosure of confidential information could lead to termination, as well as other possible legal action.
Cybersecurity and Data Privacy
All CEA employees must protect sensitive and confidential data from unauthorized access or disclosure. Employees must:
• Use strong passwords and secure systems.
• Report suspicious emails or data breaches immediately. • Access and store data only on approved systems.
• Avoid using public Wi-Fi for accessing CEA data without a secure VPN. • Protect customer data in compliance with CEA’s Protection of Confidential Information, Privacy and Confidentiality and Advanced Meter Infrastructure Data Security and Privacy policies.
Violations may result in disciplinary action up to and including termination.
Conflicts of Interest
Employees must avoid actual or potential conflicts of interest with CEA. If an employee is found to have a conflict of interest, they may be subject to discipline, including termination. Certain designated employees will be required to file Statements of Economic Interest (Form 700s) and follow applicable law. Employees should contact their supervisor with any questions about this policy. Prohibited activities include, but are not limited to:
1. Having a direct or indirect financial relationship with a CEA customer, vendor, or supplier; however, no conflict will exist in the case of ownership of less than 1 percent (1%) of a publicly traded corporation.
2. Engaging in any other employment or personal activity during work hours, or using CEA’s name, logo, equipment or property, including stationery, office supplies, computers, telephones, fax machines, postage, and office machines, for personal purposes.
3. During work time, soliciting CEA employees, suppliers, or customers to purchase goods or services of any kind for non- CEA purposes, or to make contributions to any organizations or in support of any causes.
4. Soliciting or entering into any business or financial transaction with another employee whom the soliciting employee supervises, either directly or indirectly, such as hiring the CEA Employee Handbook
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employee to perform personal services or soliciting the employee to enter into an investment.
Solicitation
An employee is not permitted to solicit or distribute literature during working time. Working time includes both the employee’s working time and the working time of the employee to whom the solicitation or distribution is directed.
If employees wish to distribute fundraising items such as cookies, candy, and coupon books for sale, they may place them in their workstations or CEA break rooms.
Political Activities and Political Expression
CEA recognizes the right of employees to participate in political activities as private citizens.
However, as a public agency, CEA must ensure compliance with applicable state and federal laws regarding political activities in the workplace.
To maintain the integrity and neutrality of CEA operations, the following guidelines apply:
• Employees may not engage in political activities during work hours or while performing their official duties.
• Employees may not use CEA resources, including computers, phones, email, internet access, printers, or office supplies, for political purposes or to advocate for or against any political candidate, ballot measure, or political cause. • Employees are prohibited from displaying or distributing political materials in the workplace during work hours in a manner that disrupts operations or creates the appearance of official endorsement by CEA.
• Employees are free to express personal political views outside of the workplace and outside of working hours, provided such expressions do not imply CEA endorsement or violate other CEA policies (e.g., code of conduct, social media policy). • Employees holding public-facing or managerial roles should take additional care to avoid the appearance of political bias or influence while acting in their official capacity. • CEA employees must comply with California Government Code § 3201–3209 and other applicable laws that prohibit certain political activities by public employees.
CEA will not discriminate or retaliate against employees for lawful political activity conducted on their own time and without the use of CEA resources.
Media Contact
If an employee is contacted by a news organization regarding CEA business, they should direct the inquiry to his or her supervisor or the CEO or designee.
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Employment of Friends or Relatives
The employment of friends and relatives in the same area of an organization may cause conflicts of interest and appearances of impropriety. In addition, personal conflicts may impact the working relationship of the parties. Although CEA does not prohibit the hiring of friends and relatives of existing employees, CEA is committed to monitoring situations in which friends or relatives work in the same area. In the event of an actual or potential problem, CEA’s response may include reassignment or termination of one or both of the employees involved. For the purposes of this policy, a relative is any person who is related by blood or marriage, or whose relationship with an employee is similar to that of persons who are related by blood or marriage, or one who is a domestic partner.
Personal Relationships in the Workplace
CEA desires to avoid misunderstandings, complaints of favoritism, claims of sexual harassment, and employee dissension that may result from personal or social relationships amongst employees.
Therefore, CEA asks that if an employee becomes romantically involved with another employee that they disclose that relationship to a supervisor with whom they feel comfortable. This information will be kept as confidential as possible. For purposes of this provision, “romantically involved” will be interpreted broadly. CEA reserves the right to take necessary and appropriate action to resolve any potential conflict of interest arising out of romantic involvement among employees. Depending on the facts of the situation, such action may include reassignment or termination of one or both of the employees involved.
CEA is committed to maintaining a professional work environment where all employees are treated fairly and impartially. Accordingly, supervisors are not allowed to date, or become romantically or intimately involved with, employees who report to them directly or indirectly.
Also, spouses and immediate family members are prohibited from working in positions where they directly report to, or are reported to, their spouses or family members. Personal relationships very often cause problems in the workplace, such as a lack of objectivity towards the subordinate’s job performance, the perception of favoritism by other employees (whether justified or not), and potential discrimination complaints.
For purposes of this policy, “immediate family” includes significant others (such as unmarried couples who live together), domestic partners, step-parent and step-child relationships, in-law relationships, grandparents and cousins (including analogous relationships with the parents and children of an employee’s significant other). This policy covers all family-like relationships, regardless of blood or legal relationships.
Employees who are currently dating one another, or employees who are married or related and report to or supervise each other, may request to be transferred in order to comply with this policy.
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When possible, CEA will attempt to accommodate such requests. Please understand, however, that CEA reserves the right not to transfer employees based on conflicting business considerations.
Unprofessional behavior in the workplace, such as sexually related conversations, inappropriate touching another employee (i.e., kissing, hugging, massaging, sitting on laps), and any other behavior of a sexual nature, is prohibited.
If two employees marry or become related, causing actual or potential conflicts or problems such as those described, only one of the employees will be retained with CEA unless reasonable accommodations can be made to eliminate the actual or potential conflict or problem. The employees will have thirty (30) calendar days to decide which relative will remain employed by CEA. If this decision is not made in the time allowed, the CEO or designee will make the decision, taking the employment history and job performance of both employees as well as the business needs of CEA into account. Supervisors who have any questions about the application of this policy to an employee or applicant should contact the CEO or designee.
Dress Policy
An employee is expected to dress and groom in accordance with accepted social and business standards, particularly if their job duties involve dealing with customers or visitors in person. A neat, tasteful appearance contributes to the positive impression on CEA’s customers.
Business casual dress is generally expected which should include business-appropriate shoes, slacks or nice jeans without holes, pantsuits, dresses, skirts, and shirts (and possibly suits and ties, when appropriate). Violating dress code standards may subject employees to appropriate disciplinary action.
Day-to-Day Operations
Electronic Systems and Privacy
CEA’s electronic communications systems, electronic communications, and electronic storage are CEA property and are intended for CEA business. Employees have no expectation of privacy in connection with the use of electronic systems, including stored e-mail/voice mail/text messages or any messages sent electronically or CEA owned or issued devices. All messages created, sent, received, or stored in these systems are and remain the property of CEA. CEA reserves the right to retrieve and review any message composed, sent, or received via the systems. Please note that even when a message is deleted or erased, it is still possible to retrieve the message; therefore, the ultimate privacy of messages cannot be ensured to anyone.
To safeguard and protect the proprietary, confidential, and business-sensitive information of CEA, and to ensure that the use of all electronic systems and equipment is consistent with CEA’s CEA Employee Handbook
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legitimate business interests, authorized representatives of CEA may monitor the use of such systems from time to time without notice, which may include printing and reading materials, files on the system, list servers, and equipment.
Employees should be aware that e-mail messages, like CEA correspondence, and all messages sent electronically may be read by other CEA employees and third parties under certain circumstances.
While it is impossible to list all of the circumstances, some examples are the following: (1) during system maintenance of the e-mail system, (2) when CEA has business needs to access the employee’s email inbox, text messages, or voicemails, (3) when CEA receives a legal request that requires disclosure of the messages, or (4) when CEA has reason to believe the employee is using e-mail in violation of CEA policies.
Workplace Monitoring
Workplace monitoring, both human and electronic, may be conducted by CEA to ensure quality control, employee safety, compliance with CEA policies, security, and customer satisfaction.
CEA is sensitive to employees’ legitimate privacy rights; every effort will be made to see that workplace monitoring is done in an ethical and respectful manner.
Application of Policies
CEA’s policies and standards apply to conduct that occurs in the workplace and while an employee is on duty, wherever they happen to be. They may also apply to activities that occur during an employee’s own time, outside of work, if the activities have an actual or potential impact on the employee’s performance, the performance of coworkers, or CEA. Employees should therefore understand that they are responsible for certain activities that occur on their own time both to the employer and third parties. Nothing in this handbook prevents employees from exercising their broad rights to discuss the terms and conditions of employment with others, to take action with others to improve working conditions, or to otherwise exercise their rights to engage in protected concerted activity.
Travel Expense Policy
CEA will reimburse employees for work-related travel expenses such as transportation, overnight accommodations, and meals pursuant to CEA’s Travel Policy.
Technology Allowance (including Internet and Cell Phone) CEA will provide a monthly allowance to each Full-Time employee to help cover the cost of home internet access and personal cell phone use, as established in CEA’s Employee Benefits Policy.
This allowance will be provided as part of the regular paycheck as taxable income.
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Driving Record and Insurance
As a condition of employment, CEA requires employees to maintain an acceptable driving record if they drive for CEA business. Any accidents or traffic violations must be reported to a supervisor immediately if they occur during the course of an employee’s duties. Employees will be responsible for any tickets they receive while driving on CEA business whether in an CEA vehicle or personal vehicle. Failure to report an on-the-job motor vehicle accident, no matter how minor, will lead to disciplinary action, up to and including termination. Additionally, employees who are required to drive for CEA business are required to maintain the level of insurance required by the state of California. A copy of the employee’s insurance card must be on file before he or she will be allowed to drive for CEA business.
Health and Safety
Safety is everybody's business. Safety is to be given primary importance in every aspect of planning and performing all CEA activities. CEA wants to protect every employee against injury and illness, as well as minimize the potential loss of production. To achieve CEA’s goal of maintaining a safe workplace, everyone must be safety conscious at all times.
In compliance with California law, and to promote a safe workplace, CEA maintains an Injury and Illness Prevention Plan (IIPP). The IIPP is available for employee review.
Smoking Policies
Smoking, use of e-cigarettes, or vapor products is not allowed in any enclosed area of the building, or within 25 feet of any entrance of the building. Smoking is allowed only during breaks and lunch and only outside of the office or building.
Workplace Violence
In compliance with California law, CEA maintains a Workplace Violence Prevention Plan (WVPP) which all employees will be trained on and receive a copy of.
Employee Suggestion Program
We encourage employees to bring forward suggestions and ideas about how CEA can be made a better place to work and service to customers enhanced. When employees see an opportunity for improvement, they should discuss this with their supervisor. All suggestions are valued and listened to.
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Paid Time Off (PTO) and Employee Benefits
Vacation
Eligibility
CEA believes that taking time away from work is essential to maintain both good physical and mental health. To this end, CEA encourages all employees to take full advantage of their earned vacation. Payment in lieu of time-off is not permitted by CEA.
Vacation will accrue for Full-Time employees as follows:
Employment Seniority
Days
Accrued/
Year
Hours
Accrued/Year
Hours
Accrued/
Pay Period
Maximum
Accrual
(Hours)
Hire date to end of 2nd year of employment 15 120 5.00 180 Beginning of 3rd year to end of 6th year 20 160 6.67 240 Beginning of 7th year and after 25 200 8.33 300
Part-Time Employees will accrue vacation on a pro-rated basis based on the employee's full-time equivalent (FTE), also known as percent full-time. For example, if an employee is regularly scheduled to work 3 days per week (i.e. 60% of a full-time schedule), vacation accrual will be 60% of the full schedule shown above.
For both Full-Time and Part-Time Employees, vacation begins accruing upon an employee’s date of hire. Vacation accrual may not exceed 1.5 times the annual accrual level. For example, an employee who has been an employee for 4 years, accruing 160 hours per year, will stop accruing vacation hours once he or she has accrued 240 hours. Once this maximum is reached, all further accruals will cease until leave is taken.
Vacation benefits do not accrue when an employee is on unpaid leave or during other periods of unpaid absence, except as required by law.
At the end of employment, eligible employees will be paid for accrued but unused vacation, up to the maximum accrual amount. Any accrued vacation at the end of employment will be paid at the employee’s then-current base pay rate but will not include overtime or any special forms of compensation such as incentive, commission, bonuses, or shift differentials.
Vacation can be used in minimum increments of one (1) hour for Non-Exempt Employees. Exempt Employees may use vacation in half day or full day increments.
To schedule planned vacation, employees need to request advance approval from their supervisor.
It is generally appreciated if employees can provide their time off plans with as much notice as possible. Requests will be reviewed based on a number of factors, including business needs and CEA Employee Handbook
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staffing requirements. Length of employment may determine priority in scheduled vacation times.
Vacation is paid at an employee’s base pay rate at the time of absence. It does not include overtime or any special forms of compensation such as incentives, commissions, bonuses, or shift differentials.
Sick Leave
In accordance with the Healthy Workplaces, Healthy Families Act of 2014, sick leave will accrue and be used according to the terms outlined in this policy.
All Full-Time Employees will accrue eight (8) hours per month (or 96 hours per year), accruing at the rate of 4.0 hours per pay period. The maximum accrual is one hundred forty-four (144) hours of sick leave. Upon reaching the maximum accrual level, further sick leave will not accrue until the sick leave is used and the accrual falls below the maximum threshold. Part-time employees will accrue sick leave based on their FTE percentage subject to a minimum of twenty-four (24) hours per year.
Sick leave use of less than three (3) hours in one day will not be deducted from the employee’s sick leave accruals.
Out of respect for everyone in the workplace, employees should not come to work if they are sick.
If an employee comes to the office and is sick, they may be sent home.
If the need to use paid sick leave is foreseeable, employees must provide CEA with reasonable advance notification. If the need to use paid sick leave is not foreseeable, employees should provide notice to their immediate supervisor of their intent to use paid sick leave as soon as practicable, preferably no later than one hour after their scheduled start time. Employees who must leave work due to illness or sick leave condition should likewise advise their supervisor. It is the responsibility of every employee to keep his or her supervisor advised as to the anticipated duration and expected date of return.
Accrued, but unused sick leave will not be paid out at the end of employment. If an employee is separated and rehired by the employer within one year from the date of separation, previously accrued and unused paid sick days shall be reinstated, and the employee shall be entitled to use those previously accrued and unused paid sick days and to accrue additional paid sick days upon rehiring.
Sick leave may run concurrently with any other leave where permitted by state and federal law.
Employees will not be discriminated or retaliated against for taking or requesting leave in accordance with this policy.
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Sick leave pay will be used to supplement any payments that an employee is eligible to receive from state disability insurance, or workers' compensation. The combination of any such disability payments and sick leave pay cannot exceed an employee’s normal weekly earnings.
Sick leave for Part-Time Employees
Sick leave for Part-Time Employees is provided in accordance with the California Healthy Workplace, temporary employees are eligible to accrue five (5) days or forty (40) hours of paid sick leave annually, with accrual at one (1) hour per thirty (30) hours worked. Leave accruals may carry over from year to year up to a maximum 80 hours. There is no cash out for sick leave upon termination.
Accrued paid sick leave may be used for:
1. The diagnosis, care, or treatment or preventive care of an existing health condition, for an employee; or
2. The diagnosis, care or treatment or preventative care of an existing health condition for an employee’s family member. For the purposes of sick leave under this policy, CEA defines “family member” as the employee’s spouse or registered domestic partner and/or either of their parents, sibling, child, child’s spouse, grandparents, or grandchildren. Special consideration will also be given to any other person whose association with the employee is similar to any of the above relationships; or
3. Up to five (5) days of sick leave may be used as bereavement leave to take time off due to the death of an immediate family member. This is in addition to the time off described in the Bereavement Leave section of this employee handbook.
Paid Family Leave (PFL) Insurance
All employees who take time off to care for a seriously ill family member (child, parent, grandparent, grandchildren, in-laws, spouse or registered domestic partner) or bond with a new child may be eligible to receive replacement wages for up to six (6) weeks during any twelve (12) month period, under California’s Paid Family Leave program. This program is funded with employee contributions through the State Disability Insurance (SDI) Program. Such contributions are deducted from each employee’s paycheck. Even though employees may be eligible to receive Paid Family Leave insurance benefits, a leave of absence must still be requested and approved as defined in CEA’s leave policies. This leave does not mandate any guarantee that an employee’s job will be available when they are ready to return.
Personal Leaves of Absence
Occasionally, for medical, personal, or other reasons, employees may need to be temporarily released from the duties of their job with CEA. It is the policy of CEA to allow its eligible employees to apply for and be considered for certain specific leaves of absence.
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All requests for leaves of absence shall be submitted in writing to the employee’s supervisor. Each request shall provide sufficient detail such as the reason for the leave, the expected duration of the leave, and the relationship of family members, if applicable. When an employee becomes aware of a need for leave, requests should be provided at least thirty (30) days in advance. If a need for leave is not foreseeable, employees should follow CEA’s customary notice and procedural requirements for requesting leave. Failure to return to work as scheduled from an approved leave of absence or to inform the employee’s supervisor of an acceptable reason for not returning as scheduled will be considered a voluntary resignation of employment. While on a leave of absence employees may not obtain other employment or apply for unemployment insurance. If either of these instances occurs, employees may be viewed as having voluntarily resigned from CEA.
Employees will not accrue vacation, or sick leave while on an unpaid leave of absence.
Medical Leaves of Absence
An employee seeking leave relating to a medical condition should refer to CEA’s Family and Medical Leave, Pregnancy Disability Leave, And Military Family Leave Policy. If an employee does not qualify for leave under policy, CEA may provide leave pursuant to the following:
Jury Duty or Witness Leave
CEA encourages employees to fulfill their civic responsibilities by serving jury duty when required. Employees will be paid their regular wages while on jury duty.
Employees must show the jury duty or witness summons to their supervisor as soon as possible so that arrangements can be made to cover the absence. An employee is expected to report for work whenever the court schedule permits. If an employee is called for jury duty during a particularly busy time, CEA may ask the employee to request the court to postpone the mandatory jury duty to a more convenient time. Employees retain all fees paid for appearing, plus transportation reimbursements received, if any.
Military Leave
Military leave will be administered in accordance with state and federal law. The employee is required to submit a written request to their immediate supervisor as soon as the employee is informed of the date of their military service so that work schedules can be arranged. The Uniformed Services Employment and Reemployment Act of 1994 governs reemployment rights after military service and protects against discrimination based on military service and protects against discrimination based on military service training and applies to all employers.
Employees should refer to CEA’s Family And Medical Leave, Pregnancy Disability Leave, and Military Family Leave Policy for information regarding military family leave.
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Pregnancy Disability Leave
Employees should refer to CEA’s Family and Medical Leave, Pregnancy Disability Leave, And Military Family Leave Policy for information on pregnancy disability leave.
Reproductive Loss Leave
Employees are entitled to up to five (5) days of unpaid leave following their own reproductive loss event (including miscarriage, failed surrogacy, failed adoption, unsuccessful assisted reproduction, or stillbirth.) or that of another person – such as a spouse or partner – if the employee would have been the parent of the child born or adopted.
• Leave for reproductive loss does not need to be taken on consecutive days, but must be taken within three (3) months following the loss.
• Employees may use accrued vacation, sick leave, or unpaid leave for the absence. • Employees may take up to twenty (20) days per year for multiple qualifying loss events.
CEA will not retaliate against employees who request or take Reproductive Loss Leave.
Holidays
CEA’s offices will be close in observance of the following holidays:
Holiday Date
1. New Year’s Day January 1
2. Martin Luther King Jr Day 3rd Monday in January
3. President’s Day 3rd Monday in February
4. Memorial Day Last Monday in May
5. Juneteenth June 19
6. Independence Day July 4
7. Labor Day 1st Monday in September
8. Veteran’s Day November 11
9. Thanksgiving 4th Thursday of November
10. Day after Thanksgiving Friday after Thanksgiving
11. Winter Holiday Break (6 days) December 24 through December 31 When a holiday (other than the days included in the Winter Holiday Break) falls on a Saturday it will usually be observed on the preceding Friday. When a holiday falls on a Sunday, it will usually be observed on the following Monday. Holiday observance will be announced in advance. Holiday pay is paid to employees as if they had worked their normal workday.
Non-Exempt Employees who work on the above holidays, due to customer job requirements, will receive regular earned wages in addition to holiday pay. Part-Time employees and Interns are not eligible for holiday pay. Eligibility for holiday pay begins upon date of hire. In order to earn holiday pay, employees must be regularly scheduled to work on the day on which the holiday is CEA Employee Handbook
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observed and must work or be using accrued vacation on the regularly scheduled working days that immediately precede and immediately follow the holiday, unless an absence on either is approved in advance by their supervisor.
Bereavement Leave
In compliance with the California Family Rights Act, CEA provides Full-Time and Part-Time employees, who have been employed with CEA for at least 30 days, up to five (5) days’ paid bereavement leave in the event of a death in the employee’s qualifying family member. The leave does not need to be taken consecutively but must be completed within three months of the date of death. For purposes of bereavement leave, a “family member” includes:
• Spouse or domestic partner
• Child
• Parent
• Sibling
• Grandparent
• Grandchild
• Parent-in-law
If an employee needs to take bereavement leave, the employee should contact their supervisor. A supervisor may also approve additional unpaid bereavement leave. The supervisor may request documentation of the death of the family member, such as death certificate, obituary, or written verification from a mortuary or funeral home. If requested, the employee must provide the documentation within thirty (30) days of the first date of leave.
CEA will not retaliate against employees for taking bereavement leave and will maintain confidential any documents provided and information related to the bereavement leave.
Benefits
CEA has developed and invested in an employee benefit program to supplement employees’ regular wages. CEA will continue these benefits as CEA resources allow. However, CEA reserves the right to change or eliminate any benefit program at any time (including increasing the employee’s share of the cost).
Insurance Benefits
Medical, Dental and Vision Insurance:
CEA provides access to medical, dental and vision insurance plans for eligible employees and their dependents. Employees may be required to provide adequate proof of the dependent relationship to add the dependents to CEA’s insurance policies. Typically proof of the relationship may be established through a copy of a birth certificate, adoption documents, marriage license, or CEA Employee Handbook
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certificate of registered domestic partnership. CEA cannot guarantee a domestic partner relationship will be kept confidential.
Full-Time employees and Part-Time employees who are regularly scheduled to work a minimum of thirty (30) hours per week are eligible for CEA’s medical, dental, and vision insurance coverage.
Each employee becomes eligible on the first of the month after starting employment with CEA.
For each eligible employee, CEA will pay for the amount up to the combined total of the premium cost of the most expensive plans offered by CEA for medical, dental and vision insurance for Employee-Only coverage. In addition, CEA will pay 50% of the premium cost of the same coverage for eligible dependents. In the event that an employee elects coverage that costs less than the most expensive options that are offered, the difference in the cost for Employee-Only coverage can be applied to offset the employee-required portion of dependent coverage. In no event will employees receive any cash back from the cost differences.
Deductions from the employee’s regular paycheck will be made to cover any dependent premium costs. Information describing medical, dental and vision insurance benefits will be given to an employee when they become eligible to participate in the program. Eligible employees who elect not to receive medical insurance coverage from CEA must provide proof of adequate medical coverage from an alternate source within thirty (30) days of becoming eligible through CEA for the benefit. Such election will be effective as of the employee’s eligibility date and will remain in effect until the start of the next open enrollment period. Employees who have declined CEA medical insurance coverage and want to continue to decline coverage must provide proof of adequate medical coverage once per year, no later than 30 days prior to CEA’s open enrollment period.
For the duration of any leave of absence, health and life insurance benefits ordinarily provided by CEA, and for which an employee is otherwise eligible, will be continued until the last day of the month in which the leave begins. For the duration of a pregnancy disability leave, health and life insurance benefits ordinarily provided by CEA, and for which an employee is otherwise eligible, will be continued for the duration of the pregnancy disability leave. During this time, an employee will be required to contribute the employee portion of the premium on the same basis as they would have been required during their normal working relationship, including payment of any premium for the dependent coverage they have elected.
Employees should direct any questions regarding medical, dental and/or vision insurance to the CEO or designee.
This handbook contains a number of brief summaries of the benefit programs that CEA provides for eligible employees; it does not contain full statements of all of the terms, conditions, and limitations of the plans. If there are any real or apparent conflicts between the brief information in this handbook and the terms, conditions and limitations of the official plan documents, the CEA Employee Handbook
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provisions of the official plan documents will control. An is employee is encouraged to review all plan documents carefully to become familiar with the provisions of the plans.
Section 125 (Cafeteria Plan)
Through the flexible spending account or the health savings account, an employee may designate an annual dollar amount of their before-tax income to pay for certain eligible expenses. Particular care should be taken to assure that the funds required in the flexible spending account are not over-estimated as unused funds cannot be returned to the participant at the end of the plan year. Please refer to the booklets for information about the program. If an employee needs additional information or change forms, they should speak with the CEO or designee.
Retirement Plan
CEA provides eligible employees with a defined contribution program through Empower which is composed of two parts:
1. CEA provides a contribution of 7.5% of salary for each employee into a 401(a) retirement plan. CEA’s contributions to the 401(a) plan vest in equal annual amounts over five (5) years based on the first day of employment.
2. Employees may voluntarily contribute to a 457(b) deferred compensation plan according to IRS limits.
a. Employees that contribute to the 457(b) plan are eligible for an additional contribution by CEA into the 401(a) plan. CEA will match up to a maximum 5% of salary that each employee contributes to the 457(b) deferred contribution plan (described above) in any given calendar year. CEA’s matching contributions will be made to the 401(a) retirement plan. CEA’s contributions vest in equal annual amounts over five (5) years based on the first date of employment Disability Insurance
CEA pays the full cost of short-term and long-term disability insurance in the event an employee is unable to work due to illness or injury. Coverage is at 60% of the base compensation at the time of disability up to a maximum of $10,000 per month. Coverage begins on the first day of the month following the start of employment. In the case that employment starts on the first day of the month, coverage begins on that day.
Life and Accidental Death and Dismemberment Insurance
CEA will pay the full cost of life insurance coverage of up to $50,000 for Full-Time employees.
This insurance is payable in the event of the employee’s death, in accordance with the terms of the insurance policy, while the employee is insured. Employees may change their beneficiary whenever they wish by submitting the appropriate documents to the CEO or designee. Employees CEA Employee Handbook
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should refer to the literature provided by CEA’s insurance agency for details on life insurance coverage.
An employee is also eligible to apply for Supplemental Life Insurance in excess of the basic $50,000 level for themselves or their eligible spouse and/or dependents, in accordance with the terms of the insurance policy. The cost of Supplemental Life Insurance is fully paid by employees through regular payroll deductions.
State Disability Insurance
If an employee is unable to work due to a non-work related medical condition or injury they may be entitled to State Disability Insurance (SDI). SDI benefits are paid by the state and are financed from mandatory payroll tax deductions from all employees’ wages. Questions regarding SDI benefits should be directed to the CEO or designee or the state’s Employment Development Department.
Workers’ Compensation
CEA, in accordance with state law, provides insurance coverage for employees in case of a work-related injury. To ensure that an employee receives any workers’ compensation benefits to which they may be entitled, an employee will need to:
1. Immediately report any work-related injury to their supervisor; and
2. Seek medical treatment and follow-up care if required; and
3. Complete a written Employee’s Claim Form (DWC Form 1) and return it to their supervisor. If applicable, employees may also need to provide CEA with certification from their healthcare provider regarding the need for leave and the employee’s ability to return to work from the leave.
CEA or its insurer will not be liable for payment of workers’ compensation benefits for any injury that arises out of their voluntary participation in any off-duty recreational, social, or athletic activity that is not part of their work-related duties.
Domestic Partners
CEA believes that basic medical/dental/vision coverage should be available to employees and their dependents. To recognize non-traditional family arrangements and to demonstrate CEA’s commitment to its community of employees and their families, CEA has instituted this Domestic Partners Policy. This policy gives employees the opportunity to cover registered domestic partners.
CEA wishes to make it clear that it cannot guarantee confidentiality of the relationship once a domestic partner is covered under this policy. Employees should see the CEO or designee for more information.
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Cal-COBRA
The California Continuation Benefits Replacement Act (Cal-COBRA) gives qualified employees and their dependents the opportunity to continue health insurance coverage under CEA’s health plan when a “qualifying event” would normally result in the loss of eligibility. Some common qualifying events are resignation, termination of employment, or death of an employee; a reduction in an employee’s hours or a leave of absence; an employee’s divorce or legal separation; and a dependent child no longer meeting eligibility requirements. Under Cal-COBRA, employees or their beneficiary pays the full cost of coverage at CEA’s group rates. In addition, employees or their beneficiary may be required to pay an administration fee. CEA will provide employees with a written notice describing rights granted under Cal-COBRA when they become eligible for coverage. The notice contains important information about an employee’s rights and obligations.
Leave to Victims of Crime or Abuse (including Domestic Violence, Sexual Assault, Stalking, or Serious Violent
Employees who are either victims or have a family member (i.e., child, parent, grandparent, grandchild, sibling, spouse, domestic partner, or designated person) who is a victim of domestic violence, sexual assault, stalking, or an act, conduct or pattern of conduct that includes: (1) an individual causing bodily injury or death to another individual; (2) an individual exhibiting, drawing, brandishing, or using a firearm, or other dangerous weapon, with respect to another individual; or (3) an individual using or making a threat, whether actual or perceived, to use, force against another individual to cause physical injury or death (collectively referred to as “qualifying acts of violence”) may take unpaid leave for up to twelve (12) weeks for any of the following purposes:
1. To obtain or attempt to obtain relief, such as a temporary restraining order, restraining order, or other injunctive relief, to help ensure the health, safety, or welfare of the employee or family member;
2. To seek, obtain, or assist a family member to seek or obtain medical attention in relation to injuries caused by a qualifying act of violence;
3. To seek, obtain, or assist a family member to seek or obtain services from a domestic violence shelter, program, rape crisis center, or victim services organization or agency as a result of a qualifying act of violence;
4. To seek, obtain, or assist a family member to seek or obtain psychological counseling or mental health services related to an experience of a qualifying act of violence;
5. To participate in safety planning or take other actions to increase safety from future qualifying acts of violence;
6. To relocate or engage in the process of securing a new residence due to the qualifying act of violence, including, but not limited to, securing temporary or permanent housing or enrolling children in a new school or childcare;
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7. To provide care to a family member who is recovering from injuries caused by a qualifying act of violence;
8. To seek, obtain, or assist a family member to seek or obtain civil or criminal legal services in relation to the qualifying act of violence;
9. To prepare for, participate in, or attend any legal proceedings related to the qualifying act of violence;
10. To seek, obtain, or provide childcare or care to a care-dependent adult if the childcare or care is necessary to ensure the safety of the child or dependent adult as a result of the qualifying act of violence.
For purposes of this policy, “designated person” means an individual related to the employee by blood or whose association with the employee is the equivalent of a family member. Employees are limited to one designated person per 12-month period.
In addition, an employee who has been a victim or has a family member who has been a victim of a serious or violent felony, or felony relating to theft or embezzlement, may take time off work to attend judicial proceedings related to the crime, including any proceeding involving a post-arrest release decision, plea, sentencing, post-conviction release decision, or any proceeding in which the right of the victim is at issue. Such employees may also take time off to obtain relief, including obtaining a restraining order or other injunctive relief, to help ensure their health and safety or the health and safety of their child.
CEA may require proof of the employee's participation in these activities, such as providing their supervisor a copy of the court notice given to the victim of each scheduled proceeding before taking time off, unless advance notice to the CEA of the need for time off is not feasible.
Whenever possible, employees must provide their supervisor reasonable notice before taking any time off under this policy. When advance notice is not feasible, the employee must provide CEA with documentation evidencing the basis for the time off within a reasonable time after the absence. The documentation may be a police report documenting the individual was a victim of a specified crime; a court order or other evidence from the court the district attorney or prosecuting attorney’s office, or the victim/witness office that is advocating on behalf of the victim; documentation from a medical professional, domestic violence advocate or advocate for victims of sexual assault, health care provider, or counselor that the employee was undergoing treatment for physical or mental injuries or abuse resulting in victimization from a specified offense; or any other form of documentation that verifies that the crime occurred.
Employees may elect to use accrued paid sick leave time or other paid time off for the absence.
If the employee does not elect to use paid time off, the absence will be unpaid. However, Exempt Employees will be paid their full salary for any workweek interrupted by the need for time off under this policy. Leave under this policy does not extend the time allowable under the "Family and Medical Leave" policy in this handbook.
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No employees will be subject to discrimination or retaliation because of their status as a victim of a crime or abuse, including crime or abuse related to domestic violence, sexual assault or stalking.
Victims of a crime or abuse, including crime or abuse related to domestic violence, sexual assault or stalking, may request other accommodations in the workplace such as implementation of safety measures.
Time Off to Vote
If an employee does not have sufficient time outside of working hours to vote in a statewide election, employees may, without loss of pay, take off up to two hours of working time to vote.
Such time must be at the beginning or end of the regular working shift, whichever allows the most free time for voting and the least time off from working, unless otherwise mutually agreed. An employee must notify CEA at least two working days in advance to arrange a voting time.
Volunteer Emergency Duty Leave
CEA will allow unpaid time off to employees who perform emergency duty as a volunteer firefighter, reserve peace officer, emergency rescue personnel, an officer, employee, or member of a disaster medical response entity sponsored or requested by the state. If an employee is a volunteer firefighter, or performs other emergency personnel duties, they must supervisor so that the supervisor will be aware of the fact that they may have to take time off for emergency duty.
When possible, an employee must provide CEA with advance notice of the need for the time off.
Time away from work will be without pay, unless an employee wishes to use accrued vacation or sick leave to cover the period of absence.
Return to Work and Modified Duty Policy
CEA is committed to returning injured employees to modified or alternative work as soon after a work-related injury as possible. The program is intended to provide CEA’s employees with an opportunity to continue as valuable members of CEA’s team while recovering from a work-related injury and promote speedy recovery, while keeping the employees’ work patterns and income consistent. At the same time, CEA benefits from having its employees returning to providing a service and contributing to the overall productivity of the business.
Temporarily modifying job duties or providing the employee with an alternative position will do this. The employee’s medical condition along with any limitations or restrictions given by the employee’s healthcare provider will be considered as a priority when identifying the modified/alternative position. CEA retains discretion to decide whether to provide modified duty.
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Receipt and Acknowledgment of CEA Employee Handbook
I have received my copy of CEA’s employee handbook. I understand and agree that it is my responsibility to read and familiarize myself with the policies and procedures contained in the handbook.
At-Will Employment
I further understand that my employment is at-will, and neither CEA nor I have entered into a contract regarding the duration of my employment. I am free to terminate my employment with CEA at any time, with or without cause. Likewise, CEA has the right to terminate my employment with or without cause, at the discretion of CEA. No employee of CEA can enter into an employment contract for a specified period of time or make any agreement contrary to this policy without the written approval from the CEO.
Future Revisions
CEA reserves the right to revise, modify, delete, or add to all policies, procedures, work rules or benefits stated in this employee handbook or in any other document, except for the policy of at-will employment. Any written changes to this employee handbook will be distributed to all employees so that they will be aware of the new policies or procedures. No oral statements or representations can in any way change or alter the provisions of this employee handbook.
Employee’s Printed Name
Employee’s Signature Date
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Clean Energy Alliance (CEA) Lactation Accommodation Request Form This form is to be completed by any employee requesting time and space to express breast milk during the workday, in accordance with CEA's Lactation Accommodation Policy and California Labor Code.
Employee Information
• Employee Name: ________________________________________________ • Job Title: _____________________________________________________ • Department: __________________________________________________ • Supervisor Name: ______________________________________________ • Date of Request: ________________________________________________ Lactation Accommodation Request
1. Requested Start Date for Lactation Accommodation:
2. Expected Frequency and Duration of Lactation Breaks:
(e.g., 2 times per day for 20 minutes)
3. Preferred Time(s) for Lactation Breaks:
4. Preferred Location for Lactation:
5. Do you require any additional accommodations or adjustments? o ☐ Yes ☐ No
If yes, please describe:
6. Will your request involve additional unpaid break time? o ☐ Yes ☐ No
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Acknowledgment
I understand that CEA will make reasonable efforts to accommodate my request in accordance with applicable law and internal policy. I agree to communicate any changes to this request with my supervisor as soon as possible.
Employee Signature: ____________________________ Date: ________________ Supervisor Review and Response
• ☐ Request Approved
• ☐ Request Approved with Modifications
• ☐ Request Denied (attach explanation and justification for denial) Notes/Modifications:
Supervisor Signature: ____________________________ Date: ______________ HR Use Only
• Date Received: ________________
• Filed By: ______________________
• Notes:
WORKPLACE VIOLENCE
PREVENTION PLAN
JUNE 2025
Attachment C
Proposed: July 1, 2025 1
Workplace Violence Prevention Plan
Effective: July 1, 2025
1. Purpose
Clean Energy Alliance (CEA) is committed to providing a work environment that is free of disruptive, threatening or violent behavior involving any employee, contractor, customer, vendor, volunteer or visitor. This Workplace Violence Prevention Plan (WVPP) is established to comply with California Labor Code Section 6401.9 and ensure a safe and secure work environment for all CEA employees, including those working remotely. It encompasses all work-related activities, whether conducted on-site or from remote locations. It defines procedures to prevent, respond to, and document incidents of workplace violence.
2. Scope
This plan applies to all CEA employees, contractors, volunteers, and individuals interacting with CEA in any location where work is performed, including virtual or remote worksites.
3. Definitions
Emergency - Unanticipated circumstances that can be life threatening or pose a risk of significant injuries to employees or other persons.
Log - The violent incident log required by LC section 6401.9 known as the Workplace Violence Prevention Incident log.
Plan - The workplace violence prevention plan required by LC section 6401.9.
Remote Work Environment – Any off-site location where an employee performs work-related duties, including, but not limited to, home offices, conferences and special events locations.
Serious injury or illness - Any injury or illness occurring in a place of employment or in connection with any employment that requires inpatient hospitalization for other than medical observation or diagnostic testing, or in which an employee suffers an amputation, the loss of an eye, or any serious degree of permanent disfigurement, but does not include any injury or illness or death caused by an accident on a public street or highway, unless the accident occurred in a construction zone.
Threat of violence - Any verbal or written statement, including, but not limited to, texts, electronic messages, social media messages, or other online posts, or any behavioral or physical conduct, that conveys an intent, or that is reasonably perceived to convey an intent, to cause physical harm or to place someone in fear of physical harm, and that serves no legitimate purpose.
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Workplace Violence: Any act of violence or threat, whether verbal or physical, that occurs in a work setting, including but not limited to:
• The threat or use of physical force against an employee that results in, or has a high likelihood of resulting in, injury, psychological trauma, or stress, regardless of whether the employee sustains an injury.
• An incident involving a threat or use of a firearm or other dangerous weapon, including the use of common objects as weapons, regardless of whether the employee sustains an injury.
• The following four workplace violence types:
o Type 1 Violence: Committed by a person with no legitimate relationship to the workplace (e.g., a stranger).
o Type 2 Violence: Committed by a customer, client, or member of the public while interacting with CEA.
o Type 3 Violence: Committed by a current or former employee or someone with a personal relationship to an employee.
o Type 4 Violence: Committed by someone who does not work at CEA but has a personal relationship with an employee.
• Does not include lawful acts of self-defense or defense of others.
Work practice controls - Procedures and rules which are used to effectively reduce workplace violence hazards.
4. Responsibility
The Chief Executive Officer (CEO) or designee is responsible for:
• Ensuring the implementation of the WVPP, provide necessary resources and foster a culture of safety.
• Monitoring work environments, addressing potential hazards, and acting upon reports of workplace violence.
• Implementing, maintaining, and reviewing the WVPP annually. • Training employees.
• Receiving and responding to reports.
Supervisors are responsible for ensuring compliance with this policy and reporting incidents.
Employees are responsible for:
• Complying with the WVPP.
Proposed: July 1, 2025 3
• Participating in training.
• Reporting concerns or incidents immediately.
• Supporting a respectful, violence-free workplace.
5. Employee Involvement
CEA encourages active employee involvement in:
• Identifying, evaluating and determining corrective measures to prevent workplace violence.
• Reporting potential hazards or threats.
• Participating in WVPP reviews and training.
• Making safety suggestions.
Reports can be made anonymously and without fear of retaliation.
6. Compliance
CEA is committed to ensuring that all safety and health policies and procedures involving workplace violence prevention are clearly communicated and understood by all employees.
All employees are responsible for using safe work practices, for following all directives and procedures, and for assisting in maintaining a safe, healthy, and secure work environment.
Our system of ensuring that all employees comply with work practices that are designed to make the workplace more secure, and do not engage in threats or physical actions which create a security hazard for others in the workplace, include:
• Training employees of the provisions of CEA’s WVPP when they are hired and periodically through memos, e-mail, staff meetings, and training. • Evaluating employees to ensure compliance with CEA’s WVPP by incorporating knowledge checks during training sessions.
• Provide retraining to employees whose safety performance is deficient with the WVPP.
• Discipline employees for failure to comply with the WVPP.
7. Procedures for Reporting and Responding to Incidents CEA will implement the following reporting procedures;
1. Call 911 if there is a conflict or emergency situation or if someone has been seriously injured.
2. Report all threats or acts of workplace violence to your supervisor or manager. If that's not possible, report incidents to the CEO.
3. The supervisor or manager should complete an Incident Report Form and submit it to the CEO. Forms are accessible from the Workplace Violence Prevention Program Proposed: July 1, 2025 4
SharePoint folder located here: INSERT LINK HERE
A strict non-retaliation policy is in place, and any instances of retaliation are dealt with swiftly and decisively. Any employee who retaliates against a coworker for reporting an incident could be disciplined or terminated.
CEA has in place the following specific measures to handle actual or potential workplace violence emergencies:
• Effective means to alert employees of the presence, location, and nature of workplace violence emergencies by using the building’s fire alarm system. • CEA’s building has an evacuation plan. The plan is posted enter where the evacuation plan is posted for the office include maps of evacuation routes and locations of emergency exits.
• If there is immediate danger, call for emergency assistance by dialing 9-1-1, and then notify your supervisor or CEO.
As required by California Code of Regulations (CCR), Title 8, Section 342(a). Reporting Work-Connected Fatalities and Serious Injuries, CEA will immediately report to Cal/OSHA any serious injury or illness (as defined by CCR, Title 8, Section 330(h)), or death (including any due to Workplace Violence) of an employee occurring in a place of employment or in connection with any employment.
8. Hazard Identification and Evaluation
CEA will perform workplace hazard assessments for workplace violence prevention/security in the form of periodic inspections. Periodic inspections to identify and evaluate workplace violence/security hazards and threats of workplace violence are performed by the CEO.
Periodic inspections are performed according to the following schedule:
1. When the Workplace Violence Prevention Program is implemented;
2. When new, previously unidentified workplace violence/security hazards are recognized;
3. Whenever workplace conditions warrant an inspection.
4. Within 30 days of reported incident a follow-up inspection is warranted.
Periodic inspections for violence prevention/security hazards consist of identification and evaluation of workplace hazards and changes in business practices and may require assessing for more than one type of workplace violence. CEA performs inspections for each type of workplace violence by using the methods specified below to identify and evaluate workplace hazards.
Inspections for Type I workplace security hazards include assessing:
1. Periodic testing of security surveillance cameras.
Proposed: July 1, 2025 5
2. Procedures for employee response during any criminal act.
3. Procedures for reporting suspicious persons or activities.
4. Posting of emergency telephone numbers for law enforcement, fire and medical services where employees have access to a telephone with an outside line.
5. Location and functioning of emergency buttons and alarms.
Inspections for Type II workplace security hazards include assessing:
1. Access to, and freedom of movement within, the workplace.
2. Adequacy of workplace security systems, such as door locks, security windows, physical barriers, and restraint systems.
3. Frequency and severity of threatening or hostile situations that may lead to violent acts by persons who are service recipients of our establishment.
4. The use of work practices such as the floor warden or "buddy" system for specified emergency events.
5. The availability of employee posted escape routes.
Inspections for Type III workplace security hazards include assessing:
1. How well CEA’s workplace violence prevention policy has been communicated to employees, supervisors, or managers.
2. How well Cea’s management and employees communicate with each other.
3. Our employees', supervisors’, and managers' knowledge of the warning signs of potential workplace violence.
4. Access to, and freedom of movement within, the workplace by non-employees, including former employees or persons with whom one of our employees is having a dispute.
5. Frequency and severity of worker reports of incidents of physical or verbal abuse by managers, supervisors, or other employees.
6. Any prior violent acts, threats of physical violence, verbal abuse, property damage or other signs of strain or pressure in the workplace.
Self-assessment checklists will be provided to employees to evaluate their home workspaces.
Periodic check-ins with employees will take place to discuss safety concerns.
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9. Hazard Correction
Workplace violence hazards, which threaten the security of employees, shall be corrected in a timely manner. CEA will implement the following effective procedures to correct workplace violence hazards that are identified:
Corrective measures for workplace security hazards can include:
1. Utilizing surveillance measures, such as cameras, to provide information as to what is going on outside and inside the workplace.
2. Reporting procedures for notifying designated employees of suspicious persons or activities.
3. Posting emergency telephone numbers for law enforcement, fire, and medical services where employees have access to a telephone with an outside line.
4. Training on emergency action procedures for employees, supervisors, and managers.
5. Using alarm systems and access control systems.
6. Controlling access to the workplace and freedom of movement within it, consistent with business necessity.
7. Ensuring adequate workplace security/access control systems, such as door locks, security windows, physical barriers, and restraint systems.
8. Providing worker training in recognizing and handling threatening or hostile situations that may lead to violent acts by persons who are service recipients of our establishment.
9. Placing effective systems to warn others of a security danger or to summon assistance, e.g., alarms
10. Providing procedures for a floor warden or "buddy" system for specified emergency events.
11. Ensuring adequate emergency escape routes.
12. Effectively communicating our workplace violence prevention policy to all employees, supervisors, and managers.
13. Improving how well our management and employees communicate with each other.
14. Increasing employees, supervisors', and managers' awareness of the warning signs of potential workplace violence.
15. Controlling access to, and freedom of movement within, the workplace by non-employees, including recently discharged employees or persons with whom one of our employee's is having a dispute.
16. Providing counseling to employees, supervisors or managers who exhibit behavior that represents strain or pressure which may lead to physical or verbal abuse of co-workers.
17. Ensuring all reports of violent acts, threats of physical violence, verbal abuse, property damage or other signs of strain or pressure in the workplace are handled effectively by management and that the person making the report is not subject to retaliation by the aggressor.
18. Ensuring worker disciplinary and discharge procedures address the potential for workplace violence.
19. Applying crime prevention measures through environmental design and administrative measures including but not limited to:
A. well-lit areas.
B. security/controlled access to work area.
C. code word recognized by coworkers to indicate you need help.
Proposed: July 1, 2025 7
D. visitor sign-in.
E. well-lit parking lots and area surrounding the building.
F. buddy system for walking to car or locations away from the building.
G. security cameras.
H. onsite building security guards.
I. remove sharp objects from view that could be used as a weapon (offices with public access).
J. caller ID on phones
10. Training
All employees will have training and instruction on general and job-specific workplace violence practices. These sessions could involve presentations, discussions, and practical exercises. Training and instruction will be provided as follows:
• When the WVPP is first established.
• Annually to ensure all employees understand and comply with the plan. • Whenever a new or previously unrecognized workplace violence hazard has been identified and when changes are made to the plan. The additional training may be limited to addressing the new workplace violence hazard or changes to the plan.
CEA will provide its employees with training and instruction on the requirements listed below:
• CEA’s WVPP, how to obtain a copy of the plan at no cost, and how to participate in development and implementation of the plan.
• How to report workplace violence incidents or concerns to CEA or law enforcement without fear of reprisal.
• Workplace violence hazards specific to the employees’ jobs, the corrective measures CEA has implemented, how to seek assistance to prevent or respond to violence, and strategies to avoid physical harm.
• The Workplace Violence Prevention Incident log and how to obtain copies of records pertaining to hazard assessment, evaluation and correction, and training records. • Opportunities CEA has for interactive questions and answers with a person knowledgeable about the CEA WVPP plan.
• Strategies to avoid/prevent workplace violence and physical harm, such as:
o How to recognize workplace violence hazards including the risk factors associated with the four types of workplace violence.
o Ways to defuse hostile or threatening situations.
Proposed: July 1, 2025 8
• How to recognize alerts, alarms, or other warnings about emergency conditions and how to use identified escape routes.
• Emergency medical care provided in the event of any violent act upon an employee. • Post-event trauma counseling for employees desiring such assistance.
11. Recordkeeping
CEA will:
• Create and maintain records of workplace violence hazard identification, evaluation, and correction, for a minimum of five (5) years.
• Create and maintain training records for a minimum of one (1) year and include the following:
o Training dates.
o Contents or a summary of the training sessions.
o Names and qualifications of persons conducting the training. o Names and job titles of all persons attending the training sessions. • Maintain Workplace Violence Prevention Incident Report Forms (logs) for minimum of five (5) years.
• Maintain records of workplace violence incident investigations for a minimum of five (5) years.
o The records shall not contain medical information per subdivision (j) of section 56.05 of the Civil Code.
All records of workplace violence hazard identification, evaluation, and correction; training, incident forms and workplace violence incident investigations required by LC section 6401.9(f), shall be made available to Cal/OSHA upon request for examination and copying.
12. Plan Review and Update
This CEA WVPP will be reviewed:
• At least annually.
• When a deficiency is observed or becomes apparent.
• After a workplace violence incident.
• As needed.
Proposed: July 1, 2025 9
Review and revision of the WVPP will include the procedures listed in Section 5 ‘Employee Involvement’ of this WVPP, as well as the following procedures to obtain the active involvement of employees and authorized employee representatives in reviewing the plan’s effectiveness:
• Review of CEA’s WVPP should include, but is not limited to:
o Review of incident investigations and the Workplace Violence Prevention Incident Log.
o Assessment of the effectiveness of security systems, including alarms and emergency response.
• Review that violence risks are being properly identified, evaluated, and corrected.
Any necessary revisions are made promptly and communicated to all employees.
These revisions could involve changes to procedures, updates to contact information, and additions to training materials
Adopted by:
______________________________________________________________ _________________ Chief Executive Officer, Clean Energy Alliance Date
Employees with concerns or questions should contact the CEO or designee.
Proposed: July 1, 2025 10
WORKPLACE VIOLENCE PREVENTION
INCIDENT LOG
This form must be used for every workplace violence incident that occurs in our workplace.
The information that is recorded will be based on:
• Information provided by the employees who experienced the incident of violence. • Witness statements.
• All other investigation findings.
All information that personally identifies the individual(s) involve will be omitted from this form, such as:
• Names
• Addresses – physical and electronic
• Telephone numbers
• Social security number
Date: ______________________________________ Time: _______________________________a.m /p.m.
Location(s) of Incident Workplace Violence Type
(Indicate which type(s) (Type 1, 2,3,4)
Check which of the following describes the type(s) of incident, and explain in detail:
Note: It’s important to understand that “Workplace Violence Type” and “Type of Incident” have separate requirements. For this part of the form, “Type of Incident” specifically refers to the nature or characteristics of the incident being logged. It does not refer to the type of workplace violence.
Proposed: July 1, 2025 11
• Physical attack without a weapon, including, but not limited to, biting, choking, grabbing, hair pulling, kicking, punching, slapping, pushing, pulling, scratching, or spitting.
• Attack with a weapon or object, including, but not limited to, a firearm, knife, or other object.
• Threat of physical force or threat of the use of a weapon or other object. • Sexual assault or threat, including, but not limited to, rape, attempted rape, physical display, or unwanted verbal or physical sexual contact. • Animal attack.
• Other.
Provide a detailed description of the incident and any additional information on the violence incident type and what it included. Continue on a separate sheet of paper if necessary. ____________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________ _______________________________________
Workplace violence committed by: (For confidentiality, only include the classification of who committed the violence, including whether the perpetrator was a client or customer, stranger, coworker, supervisor or manager, partner or spouse, parent or relative, or other perpetrator.) _________________________________________________________________________________________________________ _________________________________________________________________________________________________________ _____________________________________________________
Circumstances at the time of the incident: (What was happening at the time of the incident, including, but not limited to, whether the employee was completing usual job duties, isolated or alone, unable to get help or assistance, working in a community setting.)_____________________________________________________ _________________________________________________________________________________________________________ _________________________________________________________________________________________________________ ______________________________________________________
Where the incident occurred:
_______________________________________________________________________________________ Consequences of the incident, including, but not limited to:
Proposed: July 1, 2025 12
• Whether security or law enforcement was contacted and their response and if any actions were taken to protect employees from a continuing threat or from any other hazards identified as a result of the incident.
________________________________________________________________________________________________ ____________________________________________________________________________________________________________________ _____________________________________________________________________________ • Were there any injuries? Yes or No. Please explain:
________________________________________________________________________________________________ ____________________________________________________________________________________________________________________ _____________________________________________________________________________ • Were emergency medical responders other than law enforcement contacted, such as a Fire Department, Paramedics, On-site First-aid certified personnel? Yes or No. If yes, explain below:
________________________________________________________________________________________________ ___________________________________________________________________________________________________________________ _____________________________________________________________________________ Did the severity of the injuries require reporting to Cal/OSHA? If yes, document the date and time this was done, along with the name of the Cal/OSHA representative contacted. _________________________________________________________________________________________________________ _________________________________________________________________________________________________________ _____________________________________________________
A copy of this violent incident log needs to be provided to the employer. Indicate when it was provided and to whom.
________________________________________________________________________________________ This workplace violence prevention incident report form was completed by:
Name of person completing this form:__________________________________________________________ Job Title of person completing this form:_______________________________________________________ Date this form was completed: _______________________________________________________________ Signature: ____________________________________________________________________ Proposed: July 1, 2025 13
WORKPLACE VIOLENCE PREVENTION
POST INCIDENT ASSESSMENT
1. Were there any physical injuries? ___Yes___No
2. If yes, please describe. (employee/person's name, type of injury, type of care provided) Name: ____________________________________________________________________________ Type of Injury: _____________________________________________________________________
3. Type of Care Provided:(First Aid, Occupational Clinic, Emergency Room) _______________________________________________________________________________________
4. Where did the incident occur?
_______________________________________________________________________________________ _______________________________________________________________________________________
5. Was the employee(s) alone? ___Yes___No
6. Was a building security guard called? ___Yes___No;
7. If yes, did he/she respond? ___Yes___No
8. What time did the incident occur? __________________________________________________________
9. Was the perpetrator a stranger, client/customer, co-worker or otherwise familiar person?_______________________________________________________________________________________
10. Were any threats made before the incident occurred? ___Yes___No
11. Did the employee(s) ever report to the employer that he/she was threatened, harassed, or suspicious that the attacker may become violent? ___Yes___No If yes, what was the employer's response?
_______________________________________________________________________________________ ________________________________________________________________________________________________________ _____________________________________________________________________
12. Was a weapon used against the employee?
Proposed: July 1, 2025 14
_______________________________________________________________________________________
13. How did the perpetrator obtain the weapon?
_______________________________________________________________________________________ _______________________________________________________________________________________
14. Did the employee ever receive training in workplace violence issues? ___Yes___No
15. What were the main factors that contributed to the incident? _______________________________________________________________________________________ _______________________________________________________________________________________ _______________________________________________________________________________________ _______________________________________________________________________________________
16. Were Post-Trauma Counseling services provided to the affected employee(s)? ___Yes___No
17. What can be done to prevent future incidents?
_______________________________________________________________________________________ _______________________________________________________________________________________ _______________________________________________________________________________________ _______________________________________________________________________________________ _______________________________________________________________________________________ _______________________________________________________________________________________
18. What new prevention measures were put into place as a result of this incident? Prevention Measure Date Completed
Proposed: July 1, 2025 15
Workplace Violence Prevention
Self-Assessment Checklist
For Home and Remote Work Environments
Employee Name: __________________________
Date: _______________
Department/Supervisor: __________________________
1. Work Environment Awareness
Question Yes No Comments
Do you work in a location that is
free from known threats or
domestic conflict spillover risks?
☐ ☐
Are you able to work in a private
space where unauthorized
individuals cannot overhear or
view your work?
☐ ☐
Do you avoid sharing your home
work location publicly or with
individuals who do not need to
know?
☐ ☐
2. Technology and Communication Security
Question Yes No Comments
Are your virtual meetings
protected (e.g., with passwords,
waiting rooms, or limited
access)?
☐ ☐
Do you know how to report
threatening or inappropriate
behavior that occurs over email,
chat, or video calls?
☐ ☐
Proposed: July 1, 2025 16
Question Yes No Comments
Is your internet connection
secured (e.g., WPA2/WPA3
encryption on Wi-Fi)?
☐ ☐
3. Emergency Readiness
Question Yes No Comments
Do you know how to contact
emergency services (911 or
local) from your remote
location?
☐ ☐
Does your supervisor or HR have
your remote work location in
case they need to send help?
☐ ☐
Do you have a plan in case of an
intruder or domestic threat
while working from home?
☐ ☐
4. Workplace Violence Reporting
Question Yes No Comments
Do you know the procedures for
reporting workplace violence or
threats while working remotely?
☐ ☐
Have you received training on
workplace violence prevention
and response as it applies to
remote work?
☐ ☐
Do you feel comfortable and safe
reporting threats or concerning
behavior to your employer?
☐ ☐
Proposed: July 1, 2025 17
5. Emotional and Psychological Safety
Question Yes No Comments
Are you aware of available
support resources, such as an
Employee Assistance Program
(EAP)?
☐ ☐
Have you experienced or
witnessed any threatening
behavior while working remotely
in the past year?
☐ ☐
Would you like to speak with HR
or a supervisor about any
concerns related to your home
work environment?
☐ ☐
📝📝Final Acknowledgment
I affirm that I have reviewed this checklist and will work with my supervisor or HR to address any potential risks or safety issues identified.
Employee Signature: _______________________
Date: _______________
Supervisor/HR Review: _______________________
Date of Review: _______________
1 CLEAN ENERGY ALLIANCE
FAMILY AND MEDICAL LEAVE, PREGNANCY DISABILITY LEAVE,
AND MILITARY FAMILY LEAVE POLICY
I. PURPOSE:
To provide employees with information and establish guidelines for the taking of family care and medical leave, in accordance with the federal Family and Medical Leave Act (“FMLA”), the California Family Rights Act (“CFRA”), and the California Pregnancy Disability Leave Law (“PDL”).
II. POLICY:
To the extent not already provided for under current leave policies and provision, the Clean Energy Alliance (“CEA”) will provide family and medical care leave for eligible employees as required by State and federal Law. The leaves provided for in this Policy are granted under a variety of state and federal laws. Employees should be aware that leave under one Section of the Policy may also qualify for leave under another Section. In addition, leave may qualify under one law for a particular purpose, but not another law. For example, an employee is entitled to take CFRA leave to care for a domestic partner, but FMLA leave does not include domestic partners. In such cases, CEA will advise affected employees in writing which of their statutorily-protected leaves are being used and how much of that leave remains.
Additional definitions and other provisions governing employees' rights and obligations under the FMLA, CFRA, and PDL that are not specifically set forth below are set forth in the Department of Labor's FMLA regulations (29 C.F.R. § 825.00 et seq.) and the California Department of Fair Employment and Housing’s CFRA regulations (2 C.C.R. § 11087 et seq.) and PDL regulations (2 C.C.R. § 11035 et seq.) This Policy is deemed to include such regulatory provisions, including subsequent revisions to such regulatory provisions.
III. FAMILY CARE AND MEDICAL LEAVE (FMLA/CFRA LEAVE):
A. Eligibility: To be eligible for FMLA/CFRA leave, an employee must have been employed by CEA for at least six (6) months prior to the date on which the FMLA/CFRA leave is to commence, and have worked at least 1,250 hours over the 12-month period preceding the FMLA/CFRA leave. For employees performing covered military service under the federal Uniformed Service Employment and Reemployment Rights Act, periods of absence due to such service shall be counted for purposes of determining whether the employee meets these eligibility requirements.
B. Qualifying Reasons for FMLA/CFRA Leave: Employees meeting the eligibility requirements under Section III.A. may take FMLA/CFRA leave for any of the following qualifying reasons:
1. The birth of a child of the employee and in order to care for such child.
2. The placement of a child with the employee for adoption or foster care of the child by the employee and in order to care for that child.
3. Providing care for a spouse, child, or parent with a serious health condition.
The CFRA also provides for leave to care for the following family members due to a serious health condition: domestic partner, adult child, child of a domestic Attachment D
2 partner, grandparent, grandchild, sibling, parent-in-law, or a designated person1 who is either related by blood or whose association with the employee is the equivalent of a family relationship2.
4. The employee's own serious health condition.
The FMLA and CFRA also provide for military exigency leave and military caregiver leave (FMLA only), and those types of leaves are addressed under Section V of this Policy. The PDL also provides for leave for employees with a serious health condition on account of the employee’s pregnancy, childbirth, or related medical conditions, and that leave is addressed under Section IV.
C. Child: Leave may be taken under Section B.1., B.2., or B.3 under CFRA and FMLA, concurrently, by an employee for a "child" who is any of the following:
1. A biological child, adopted child, foster child, stepchild, legal ward of the employee, or a child to whom the employee stands in loco parentis, and who, at the time leave is to commence is either:
a. under 18 years of age; or
b. 18 years of age or older and incapable of caring for themselves because of a mental or physical disability.
2. CFRA’s definition of child includes child as defined in Section C.1 above, and also any of the following:
a. A child, as defined in Section C.1 above, of a registered domestic partner; or
b. An adult biological child, adopted child, foster child, stepchild, legal ward of the employee, or a child to whom the employee stands in loco parentis of the employee or of the employee’s domestic partner.
D. In loco parentis:
1. For purposes of this Policy an employee stands in loco parentis by providing day-to-day care or financial support with demonstrated intent of assuming the responsibilities typically held by a parent.
2. Whether an employee stands in loco parentis to a child for purposes of this Policy will be determined by CEA on a case-by-case basis, and CEA may require reasonable documentation to support an employee's claim of providing either day-to-day care or financial support for the child.
E. Spouse: The definition of spouse expressly includes individuals in lawfully recognized same sex marriages, common law marriages and marriages that were validly entered into outside of the United States if they could have been entered into at least one state. In addition, the regulatory definition of spouse has moved from “state of residence” rule to “place of celebration” rule in which to look to the law of the place in which the marriage was entered into as opposed to the law of the state where the employee resides. This allows 1 An employee may identify their “designated person” at the time the employee requests leave under this Policy. 2 Each employee shall be limited to selecting one “designated person” per twelve month period for the purposes of this Policy.
3 all legally married couples, whether opposite-sex or same sex or married under the common law, to have consistent federal family leave rights regardless of their residence.
F. Parent: Parent means a biological, foster or adoptive parent, a stepparent, a legal guardian, or other person who stood in loco parentis to the employee when the employee was a child. A biological or legal relationship is not necessary for a person to have stood in loco parentis to the employee as a child. For purposes of leave under only CFRA, parent includes parent-in-law.
G. Domestic Partner: A registered domestic partner as defined by Family Code 297 through 297.5.
1. Two adults who have chosen to share one another’s lives in an intimate and committed caring relationship.
2. Domestic partnership is established in the state of California when both persons file a Declaration of Domestic Partnership with the Secretary of State and the time of the filing all of the following requirements are met:
a. Neither persons are married to someone else nor is a member of another domestic partnership unless otherwise terminated, dissolved, or adjudged a nullity;
b. Both persons are at least 18 years of age and are not related by blood in any way that would prevent them from being married in California; and c. Both persons are capable of consenting to domestic partnership.
H. Serious Health Condition: A serious health condition is an illness, injury, impairment, or physical or mental condition that involves the employee or a Covered Family Member3 that makes the employee unable to work. Specifically, it involves either inpatient care or continuing treatment or supervision by health care provider as follows:
1. “Inpatient care” means an overnight stay in a hospital, hospice, or residential medical care facility, or any subsequent treatment in connection with such inpatient care, or any resulting period of incapacity.
a. A person is considered to have an “overnight stay” for purposes of this provision if a health care facility formally admits the person to the facility with the expectation that the person will remain at least overnight and occupy a bed, even if it later develops that such person can be discharged or transferred to another facility and does not actually remain overnight.
2. “Continuing treatment or supervision by a health care provider” means and includes any one or more of the following:
a. In-person treatment two or more times, within 30 days of the first day of incapacity (CFRA excludes two or more in-person treatments within 30 days to establish continuing treatment), unless extenuating circumstances exist, by a health care provider, by a nurse under direct supervision of a health care provider, or by a provider of health care services (e.g. physical 3 For purposes of this Policy, a “covered family member” means: 1) a child as defined in Section III.C; 2) a parent as defined in Section III. F; 3) a spouse as defined in Section III.E, 4) a domestic partner as defined in Section III.G (CFRA only); 5) a Sibling (CFRA only); 6) a Grandparent (CFRA only); 7) a Grandchild (CFRA only); and/or 8) a Designated Person as provided in Section III.B.3 (CFRA only).
4 therapist) under orders of, or on referral by, a health care provider, with the first visit being within seven days of the first day of incapacity; or b. In-person treatment by a health care provider on at least one occasion, which results in a regimen of continuing treatment under the supervision of the health care provider, with the first visit being within seven days of the first day of incapacity (CFRA does not include a seven-day requirement to establish continuing treatment).
c. Any period of incapacity due to pregnancy, or for prenatal care, whether or not in-person treatment is received during that time, or whether the resulting absence lasts fewer than three days (CFRA excludes pregnancy as a serious health condition, including other conditions of pregnancy related disability).
d. Any period of incapacity, or treatment for such incapacity, due to a chronic serious health condition, whether or not in-person treatment is received during that time, or whether the resulting absence lasts fewer than three days. A chronic serious health condition is one which:
i. Requires periodic visits (defined as at least twice a year) for treatment by a health care provider, or by a nurse under direct supervision of a health care provider; and
ii. Continues over an extended period of time (including recurring episodes of a single underlying condition); and
iii. May cause episodic rather than a continuing period of incapacity (e.g. asthma, diabetes, epilepsy, etc.).
e. A period of incapacity which is permanent or long-term due to a condition for which treatment may not be effective. The employee or family member must be under the continuing supervision of, but need not be receiving active treatment by, a health care provider. Examples include Alzheimer's, a severe stroke, or the terminal stages of a disease.
f. Any period of absence to receive multiple treatments (including any period of recovery therefrom) by a health care provider or by a provider of health care services under orders of, or on referral by, a health care provider, for either:
i. Restorative surgery after an accident or other injury; or ii. A condition that would likely result in a period of incapacity of more than three consecutive, full calendar days (CFRA excludes full-days provision and states incapacity of more than 3 consecutive days) in the absence of medical intervention or treatment, such as cancer (chemotherapy, radiation, etc. ), severe arthritis (physical therapy), or kidney disease (dialysis).
3. “Incapacity” means that a person is unable to work, attend school, or perform regular daily activities due to a serious health condition, its treatment, or the recovery that it requires.
5 I. Amount of Leave Entitlement: Provided that all applicable conditions of Section III are met, an employee may take a maximum of 12 workweeks of FMLA/CFRA leave in a rolling 12-month period measured backwards from the date the employee uses any FMLA/CFRA leave.
1. Employees taking FMLA/CFRA leave for the birth, adoption, or foster care of their child must initiate and complete any FMLA/CFRA leave within one year of the birth of the child or placement of the child with the employee for adoption or foster care.
2. Parents who are both employed by CEA may take a maximum combined total of 12 workweeks of FMLA leave and may each take a maximum of 12 workweeks of CFRA leave in a 12-month period for the birth, adoption, or foster care of their child. Both parents and registered domestic partners (CFRA only in some circumstances) may be on leave simultaneously, provided the employees provide a certificate, from a health care provider, stating the need for both employees’ participation in the care of the child.
3. An employee’s FMLA/CFRA leave does not need to be consecutive, but can be cumulative within a 12-month period.
4. Industrial injury leaves and all non-industrial injury leaves are FMLA/CFRA leaves if they qualify as serious health conditions.
J. Concurrent Use of Accrued Paid Leaves: Leave taken under this Policy is unpaid.
Employees may elect or may be required to use their accrued leave balances concurrently with FMLA/CFRA leave, as provided below. When an employee elects or is required to use the employee’s accrued leave balances, the employee may specify in writing the order in which the employee would prefer to exhaust accrued leave balances. If the employee fails to designate the order of exhaustion, CEA will exhaust the employee’s sick leave balances first and then vacation leave balances (subject to the terms of this Section III.J.1., below). The paid leave shall run concurrently with the FMLA/CFRA leave, and shall not extend the employee’s entitlement to FMLA/CFRA leave.
1. Sick leave: Employees are required to coordinate all accumulated sick leave concurrently when FMLA/CFRA leave is taken for the employee’s own serious health condition. Employees may elect to so coordinate their accumulated sick leave when FMLA/CFRA leave is taken for any other reason under Section III.B. of this Policy.
2. Other paid leaves: Employees are required to coordinate all other accrued paid leaves of absence, including but not limited to vacation when taking FMLA/CFRA leave for any reason.
3. Coordination with Wage Replacement Plans: If an employee who is on FMLA/CFRA leave is also receiving a wage replacement payment from Workers’ Compensation, the employee and CEA may mutually agree to coordinate the employee’s accrued paid leaves with the amount received from the wage replacement plan, up to an amount equal to the employee’s regular salary.
K. Intermittent or Reduced Schedule Leave: Intermittent FMLA/CFRA leave is leave taken on an as-needed basis in increments of minutes, hours, or days. A reduced schedule FMLA/CFRA leave involves a reduction in the number of hours per day or per week that an employee regularly works, with the employee substituting FMLA/CFRA time for hours not worked. The minimum FMLA/CFRA leave increment that can be taken by an employee is fifteen (15) minutes.
6 1. Calculation of Intermittent or Reduced Schedule Leave: The maximum equivalent number of hours to which an employee is entitled during the 12-week period will be based on the employee's regularly scheduled workweek. For example, an employee who is regularly scheduled to work 40 hours per workweek will be entitled to a maximum of 480 hours of FMLA/CFRA leave, whereas, an employee who is regularly scheduled to work 32 hours per workweek will be entitled to a maximum of 384 hours of FMLA/CFRA leave. In calculating this amount for employees with a varying schedule, CEA will use an average of the employee's workweeks within the 12-month period immediately preceding the intermittent or reduced schedule leave.
2. Impact on Salary: Where permitted by applicable state and federal wage and hour laws, CEA may make deductions from an employee’s salary for all hours of leave taken as intermittent leave, unless the employee is entitled or required to coordinate paid leave. Such deductions do not affect the employee’s classification as exempt or nonexempt for purposes of the Fair Labor Standards Act.
3. Inclusion of Scheduled Overtime: If an employee normally would be required to work overtime hours, but is unable to do so because of an FMLA/CFRA-qualifying reason that limits the employee’s ability to work overtime, the hours that the employee would have been required to work may be counted against the employee’s FMLA/CFRA entitlement, as the employee would be considered to be using intermittent or reduced schedule leave. For example, if an employee is normally required to work 50 hours in a particular workweek, but because of an FMLA/CFRA-qualifying reason, the employee works only 40 hours that week, the employee would use 10 hours of FMLA/CFRA-protected leave out of the 50-hour workweek.
4. Conditions for Taking Intermittent or Reduced Schedule Leave a. FMLA/CFRA leave taken for the employee’s own serious health condition, or the serious health condition of the covered family member, as defined in Footnote 3 above, or FMLA taken for military caregiver leave under Section V.B. of this policy, may be taken intermittently or on a reduced leave schedule when medically necessary (as distinguished from voluntary treatments and procedures).
b. Military exigency leave under section V.A. of this Policy may be taken on an intermittent or reduced schedule basis without limitation. c. Leave taken following the birth, adoption, or placement or foster care of a child may be taken on an intermittent or reduced schedule basis, subject to the conditions set forth in Section III.K. 6., below.
5. Temporary Transfer:
a. Required by CEA: CEA may require that the employee temporarily transfer to an available alternative position for which the employee is qualified and which provides equivalent pay and benefits and that better accommodates recurring leave periods than the employee’s regular position.
b. Requested by Employee: An employee on intermittent or reduced schedule FMLA/CFRA leave for foreseeable and planned medical treatments may request a transfer to an open and available position for which the employee is qualified, if the duties of that position would better 7 accommodate the employee’s intermittent or reduced schedule FMLA/CFRA leave. Transfers will not be considered under this Section when the intermittent or reduced schedule FMLA/CFRA leave is unscheduled, such as in the case of chronic conditions.
6. Leave Taken for Baby Bonding: The basic minimum duration of a leave taken for the birth, adoption, or foster care of a child shall be two weeks. However, CEA will also grant two requests for shorter leave periods in the applicable one-year period.
L. Employee Notice: Employees requesting leave under the FMLA/CFRA must notify their supervisor in accordance with the rules set forth below. Employees will provide the supervisor with sufficient information to make CEA aware that the employee needs FMLA/CFRA leave, and the anticipated timing and duration of that leave. Supervisors must forward any such requests to Human Resources for review and approval. Employees may also provide notice of requested FMLA/CFRA leave to Human Resources directly.
1. Foreseeable Events: An employee must provide CEA with at least 30 days’ advance notice before the date the leave is to begin, or must provide notice as soon as is practicable, normally the same business day or next business day if the employee is off work when the employee learns of the need for leave. If the employee provides less than 30 days’ advance notice, CEA may require explanation of why 30 days’ advance notice was not practicable. a. In any case in which the need for FMLA/CFRA leave is foreseeable based on one of the circumstances listed below in subsection b., the employee shall make a reasonable effort to schedule any planned medical treatment or supervision so as not to unduly disrupt the operations of CEA. However, any such scheduling shall be subject to the approval of the health care provider of the employee or the covered family member as defined in Footnote 3 above.
b. The need for leave is considered “foreseeable” when it is taken for any of the following reasons:
i. Planned medical treatment for a serious health condition of the employee.
ii. Planned medical treatment for a serious health condition of a family member.
iii. An expected birth, or placement for adoption or foster care. c. If an employee fails to provide the requisite 30-day advance notice for foreseeable events without any reasonable excuse for the delay, CEA reserves the right to delay the taking of the leave by up to 30 days after the date the employee provides notice of the need for FMLA/CFRA leave.
2. Unforeseeable Events: If an employee requires FMLA/CFRA leave for an unforeseeable event, the employee is required to provide notice to CEA as soon as is practicable.
3. Notice of Intermittent/Reduced Schedule Leave: The notice requirements for foreseeable intermittent or reduced schedule leaves shall be the same as for other foreseeable leaves, and the notice requirements for unforeseeable intermittent or reduced schedule leave shall be the same as for other unforeseeable leaves. 8 4. Contents of Notice: All requests for FMLA/CFRA leave should include the anticipated date(s) and duration of the leave and be sufficient to make CEA aware that the employee needs leave under the FMLA/CFRA. The employee must state the reason the leave is needed, by reference to the list in Section III.B. of this Policy. When the employee provides notice, it may not contain sufficient information for CEA to determine whether the employee’s leave could be for an FMLA/CFRA-qualifying purpose. In such cases, CEA may follow up with the employee for additional information, and the employee is required to respond to the same. However, the employee shall not be required to provide CEA with a diagnosis.
5. Changes to Dates of Leave: The employee must advise CEA as soon as practicable when the employee learns that the dates of the FMLA/CFRA leave may change.
6. Requests for Extension: Any requests for extensions of an FMLA/CFRA leave must be received at least five business days before the date on which the employee was originally scheduled to return to work, where practicable, and must include the revised anticipated date(s) and duration of the FMLA/CFRA leave. If the employee has exhausted the employee’s leave entitlement under Section III.I., CEA will evaluate on a case-by-case basis whether additional leave may be available as a reasonable accommodation for the employee's own serious health condition; however, any such additional leave shall not be subject to the provisions of this Section III.
M. CEA Response to a Request for FMLA/CFRA Leave or Request for Extension - Eligibility Notice: Within five business days of an employee’s request to take FMLA/CFRA leave, CEA shall provide the employee with a written Eligibility Notice. The Eligibility Notice is not a designation of the employee being on FMLA/CFRA Leave. The Eligibility Notice shall include the following information:
1. Whether the employee is eligible to take FMLA/CFRA leave. If the employee is ineligible for FMLA/CFRA leave, the notice will include the reason(s) why the employee is ineligible.
2. Whether the employee has exhausted their 12-week FMLA/CFRA entitlement.
3. Whether additional information, such as a medical certification, is required from the employee in order to process the employee’s request for FMLA/CFRA leave or request for extension.
4. The employee’s rights and responsibilities under the FMLA/CFRA, which will include a statement of whether the employee is required to provide a medical certification or recertification. A statement requiring a medical certification will also advise the employee of the anticipated consequences of the employee’s failure to provide adequate notice.
5. If the employee has requested an extension of leave for the employee’s own serious health condition but has exhausted the leave entitlement under Section III.I., CEA will advise whether additional leave will be granted as a reasonable accommodation; however, any such additional leave shall not be subject to the provisions of this Section III.
N. Medical Certification and Recertification: Any request for FMLA/CFRA leave for an employee’s own serious health care condition or for FMLA/CFRA leave to care for a family 9 member with a serious health condition must be supported by medical certification from the treating health care provider. Any request for an extension of FMLA/CFRA leave also must be supported by a medical certification from the treating health care provider.
1. Timing of Request for Medical Certification: CEA will request medical certification:
a. Within five business days after an employee requests foreseeable leave; b. Within five business days after an employee provides notice of an unforeseeable leave, or within five business days after an unforeseeable leave commences, whichever is later;
c. At a later date if CEA has a reason to question the appropriateness or duration of an employee’s leave (FMLA only).
2. Timing for Employee’s Return of the Medical Certification: All medical certifications and recertifications must be returned to CEA within 15 days from CEA request, regardless of whether the leave is foreseeable or unforeseeable.
Exceptions to this may be granted when it is not practicable to provide the certification or recertification within 15 days, despite the employee’s diligent, good faith efforts to do so.
3. Certification for Serious Health Condition of Covered Family Member: The employee must have the patient’s treating health care physician complete a medical certification when requesting family leave to care for a Covered Family Member (as defined in Footnote 1, above) with a serious health condition. a. Medical Recertification: If the employee requests additional leave beyond the time period which the health care provider originally estimated that the employee needed to take care of Covered Family Member, CEA may request a recertification from the employee.
4. Certification for the Employee’s Own Serious Health Condition:
a. First Opinion: The employee must have the employee’s health care physician complete a medical certification when requesting FMLA/CFRA leave for the employee’s own serious health condition.
b. Second and Third Opinions: If CEA has reason to doubt the validity of the certification provided by the employee, CEA may require the employee to obtain a second opinion from a doctor of CEA’s choosing at CEA’s expense. If the employee’s health care provider and the doctor providing the second opinion do not agree, CEA may require a third opinion, also at CEA’s expense, performed by a mutually agreeable doctor who will make a final determination that shall be binding on both CEA and the employee. c. Medical Recertification: CEA may request recertification of a medical condition upon the expiration of the time period which the health care provider originally estimated, if additional FMLA/CFRA leave is requested.
5. Certification for an Employee’s Return to Work:
a. Returning from a Continuous Leave: As a condition of restoration to the employee’s former position, an employee taking continuous leave under the FMLA/CFRA is required to provide CEA with certification from 10 the employee’s health care provider stating that the employee is able to resume essential work functions. An employee who fails to provide the certification may have reinstatement delayed.
b. Returning from an Intermittent or Reduced Schedule Leave: In addition to the requirement in Section 5.a., above, if the employee is on intermittent or reduced schedule leave, CEA may require a fitness for duty certification at fixed intervals not exceeding every 30 days if there are reasonable safety concerns. “Reasonable safety concerns” means a reasonable belief of significant risk of harm to the employee or others. c. Contents of Certification: The employee must provide a complete and sufficient fitness for duty certification. If the employee’s health care provider releases the employee back to work with restrictions, CEA will engage in the interactive process to determine what reasonable accommodation, if any, will permit the employee to return to work in accordance with the ADA and the FEHA.
6. Employee’s Failure to Provide a Medical Certification or Recertification: If the employee fails to timely provide a complete and sufficient medical certification when requested, the request for FMLA/CFRA leave may be denied or delayed until a sufficient certification is provided. Employees will be advised of these consequences in connection with any request by CEA for medical certification or recertification.
O. CEA’s Designation of Leave: Absent extenuating circumstances, within five business days after CEA has acquired enough information to determine whether the employee’s request qualifies for FMLA/CFRA leave, CEA will provide the employee with a written Designation Notice.
1. Designating Leave as FMLA/CFRA-Qualifying: If the leave is designated as being FMLA/CFRA-qualifying, the Designation Notice will contain, but is not limited to, the following information:
a. A statement that the leave is being designated as FMLA and/or CFRA leave;
b. The amount of leave being counted as FMLA and/or CFRA leave, if known;
c. Whether accrued paid leave will be used during the leave, and that any paid leave used will count as FMLA and/or CFRA leave;
d. Whether a medical certification or recertification will be required to release the employee to return to work; and
e. Whether a job description or description of essential duties is attached to the Designation Notice for the health care provider to use in completing the medical certification or recertification to release the employee to return to work.
2. Unable to Designate: If CEA is unable to determine whether the leave requested is FMLA/CFRA-qualifying because more information is needed, the employee will be informed that
a. the medical certification is incomplete or insufficient, and CEA will provide 11 a list of deficiencies and explain the employee’s opportunity to cure said deficiencies; or
b. a second or third medical opinion is being required.
3. Not Designating Leave as FMLA/CFRA-Qualifying: If CEA has determined that the employee’s leave does not qualify as FMLA/CFRA leave, or that employee has exhausted the 12-week FMLA/CFRA entitlement, CEA will notify the employee in writing that the leave is not being designated as FMLA/CFRA leave, and the reason for the denial.
P. Employment Benefits and Protection:
1. Previously Accrued Benefits and Seniority Status:
a. Leave under the FMLA/CFRA will not result in the loss of any employment benefits accrued before the date the leave commenced.
b. Leave under the FMLA/CFRA will not constitute a break in service or otherwise cause the employee to lose longevity or seniority, even if other paid or unpaid leave constitutes a break in service for purposes of establishing longevity or seniority, or for layoff, recall, promotion, job assignment, or seniority-related benefits.
2. No Accrual of Leave or Seniority during Unpaid FMLA/CFRA Leave:
a. An employee on unpaid FMLA/CFRA leave shall not accrue any additional paid leave time. Thus, employees will not accrue vacation leave or sick leave, nor will they be paid for holidays during the unpaid leave. b. The time off on unpaid FMLA/CFRA leave shall not count as time worked for purposes of establishing additional seniority for purposes of layoff, recall, promotion, job assignment, and other seniority-related benefits. c. However, during the time that an employee supplements unpaid FMLA/CFRA leave with paid leave, the employee will continue to accrue leaves and benefits in accordance with the provisions of CEA’s policy governing those leaves of absence (i.e., when coordinating with sick leave, the rules governing sick leave will apply with regard to the employee’s benefits).
3. Maintenance of Health Insurance of the Employee: Employees will continue to receive the same medical benefits while on FMLA/CFRA leave for up to 12 workweeks, or longer depending on the basis for the qualifying leave, in a 12- month period. CEA shall be responsible for the continued payment of CEA’s share of the cost of the employee’s health benefits during the leave period. Benefits for absences beyond the allotted period will be handled in the same manner as benefits for employees on any other type of unpaid leave of absence. An employee who notifies CEA that the employee does not intend to return to work from the FMLA/CFRA leave is not entitled to medical benefits provided by CEA as if the employee were on a FMLA/CFRA leave and instead is entitled to the benefits provided to employees who are on an unpaid leave of absence for any other reason.
4. Maintenance of Benefits Requiring Employee Contributions:
12 a. During any period of unpaid leave, unless otherwise prohibited by applicable law, an employee may elect to discontinue health insurance coverage for the employee, a spouse, registered domestic partner, and/or any dependent(s) as well as any other benefits offered or sponsored by CEA to which the employee is required to make monthly contributions.
Employees must notify CEA in writing of such an election. b. An employee will continue to be responsible for making the payment of monthly contributions for which CEA has not received advanced notice of election to discontinue. If any premium amounts are increased or decreased for other employees similarly situated, the employee will be required to pay the new premium rates.
c. All monthly contributions are due and payable to CEA at the same time as they would be if made through payroll deduction.
d. If any monthly contributions are not received within 30 days of their due date, CEA has the option to either discontinue said benefit(s) or continue said benefit(s) by making the monthly contributions on the employee’s behalf.
e. Upon the employee’s return to work, CEA is entitled to seek reimbursement from the employee for the employee’s share of any monthly contributions made on the employee’s behalf.
f. Employees included in a pension or retirement plan may continue to make contributions in accordance with the terms of the plan during the period of leave. However, CEA shall not be required to make plan payments for employees during the leave period which is unpaid, and the unpaid leave period shall not be counted for purposes of time accrued under the plan. g. If CEA provides a new health plan or benefits or changes health plans or benefits while an employee is on FMLA/CFRA leave, CEA will give written notice to the employee to advise that the employee is subject to the new or changed plan/benefits in the same manner, and to the same extent, as if the employee were not on leave.
5. Failure to Return from Leave: CEA may recover the entire premium it paid for maintaining health insurance benefits for an employee during any period of unpaid leave if the employee fails to return to work promptly upon the expiration of a leave for a reason other than the continuation, recurrence or onset of a serious health condition that entitles the employee to leave or other circumstances beyond the employee’s control.
Q. Reinstatement:
1. Restoration to Position: When an employee returns from a leave under the FMLA/CFRA, the employee will be restored to the position held when the leave began, or to a comparable position, with equivalent (i.e. virtually identical) employment benefits, pay, and other conditions of employment. a. The duties of the position must be capable of being performed in the same or similar geographic location and involve the same or substantially similar duties as the position held when leave began, with responsibilities that entail substantially equivalent skill, effort, and responsibility. 13 2. Denial of Restoration Rights: There are two circumstances where CEA may refuse to reinstate an employee to the employee’s pre-leave position:
a. Position No Longer Exists: CEA may refuse to reinstate an employee to the employee’s pre-leave position at the conclusion of a leave under either the FMLA or CFRA when the employee’s position and any comparable position have ceased to exist because of legitimate business reasons unrelated to the employee’s FMLA/CFRA leave. In this case, CEA shall reasonably accommodate the employee through alternative means that will not cause undue hardship to CEA’s operation. CEA may offer the employee any other position that is available and suitable. CEA is not required to create new employment that would not otherwise be created, discharge or transfer another employee, or promote another employee who is not qualified to perform the job.
b. Key Employee (FMLA only): CEA may refuse to reinstate an employee to the employee’s pre-leave position at the conclusion of a leave under the FMLA, (but not CFRA), when the employee is considered a key employee.
A key employee is a salaried eligible employee who is among the highest paid ten percent of CEA’s employees. In addition, the following steps will take place:
1. CEA notifies the employee at the time the employee gives notice of the need for leave, or when leave commences, if earlier, that the Key Employee is a Key Employee, and also notifies the employee of the potential consequences with respect to
reinstatement and maintenance of health benefits if CEA should determine that reinstatement will result in substantial and grievous economic injury to its operations; and
2. As soon as CEA makes a good faith determination that substantial and grievous economic injury will result if CEA reinstates that Key Employee at the end of the requested FMLA leave period, CEA notifies the employee that it intends to deny reinstatement at the end of the requested leave period. The notice from CEA will include an explanation for the basis for CEA’s determination and provide the Key Employee with a reasonable time in which to return to work, taking into account the circumstances, such as the requested duration of the leave and the urgency of the need for the employee to return.
3. If the Key Employee has already begun the FMLA leave at the time of receiving the notice, and the Key Employee does not return to work within the specified timeframe after receiving such notice from CEA:
A. The Key Employee will remain entitled to the maintenance of health benefits under Section III.P.4. for the duration of the originally-requested leave, but CEA will not be entitled to recover its contributions to premiums under Section
III.P.5.
B. The Key Employee’s rights will then continue under the FMLA unless and until the employee either gives notice
that the employee will not seek to return to work, or the employee requests to return to work at the conclusion of 14 the leave and receives notice that CEA has denied that request.
4. If the Key Employee requests to return to work upon completion of the originally-requested leave, CEA again determines that substantial and grievous economic injury will result if CEA reinstates the employee, based on the facts at hand, and CEA provides written notice of the denial.
3. Opportunity to Fulfill Missed Requirements: If an employee is unable to attend a necessary course, renew a license, or is otherwise adversely affected in terms of fulfilling minimum requirements or qualifications for the position as a result of the FMLA/CFRA leave, the employee will be given a reasonable opportunity to fulfill those requirements or qualifications upon returning to work from FMLA/CFRA leave.
4. Accommodation Upon Returning from Leave: Nothing in this section prevents CEA from accommodating an employee’s request for any change in shifts, schedule, position, or geographic location. Similarly, nothing in this section prohibits CEA from offering a promotion to a better position, or from providing a reasonable accommodation pursuant to its obligations under the Americans with Disabilities Act and the Fair Employment and Housing Act.
IV. PREGNANCY DISABILITY LEAVE OR TRANSFER.
A. Eligibility and Duration:
1. Eligibility:
a. Any employee who is disabled on account of pregnancy, childbirth, or related medical conditions may take a pregnancy-related disability leave, regardless of the number of hours worked or the employee’s length of employment with CEA. However, unless an employee has met the eligibility requirements under Section III of this Policy, the employee shall not be subject to the additional terms and conditions that apply to an employee who is eligible for FMLA leave.
b. An employee’s pregnancy-related disability is not considered a serious health condition under the CFRA and is not counted against an employee’s CFRA leave eligibility.
2. Amount of Leave Entitlement: An eligible employee may take a pregnancy-related disability leave for the period of disability, up to four months (an equivalent of 17 1/3 weeks). The pregnancy disability leave shall run concurrently with any family care or medical leave to which the employee may be entitled under the FMLA. An employee is entitled to take off the number of days or hours that the employee would normally work during 17 1/3 weeks of employment. For example, an employee, who regularly works 40 hours per week is entitled to take 693 hours of leave, and an employee who regularly works 20 hours per week, would be entitled to 346.5 hours of leave.
3. Temporary Transfer: Any employee affected by conditions related to pregnancy, childbirth, or related medical conditions is entitled to transfer temporarily to a less strenuous or hazardous position or to less strenuous or hazardous duties upon the certification of the employee’s health care provider that the transfer is medically 15 advisable, if the transfer can be reasonably accommodated.
4. Reasonable Accommodation: CEA will provide reasonable accommodation to an employee who is affected by pregnancy, childbirth or related medical conditions as required by law.
B. Use of Accrued Leave: An employee taking pregnancy-related disability leave must coordinate any available sick leave with the pregnancy-related disability leave. An employee taking pregnancy-related disability leave may, at the employee’s option, coordinate any other accumulated paid leaves, including, but not limited to, vacation time with the pregnancy-related disability leave. The paid leave shall run concurrently with the pregnancy-related disability leave, and shall not extend the employee’s entitlement to pregnancy-related disability leave beyond the amount specified in Section IV.A.2 of this Policy.
1. Coordination with Wage Replacement Plans:
a. This provision only applies when the employee’s pregnancy-related disability leave is also designated as a serious health condition under the FMLA.
b. Pursuant to the provisions of the FMLA, if an employee is receiving a wage replacement payment from workers’ compensation, the employee and CEA may mutually agree to coordinate the employee’s accrued paid leaves with the amount received from the wage replacement plan, up to an amount equal to the employee’s regular salary.
c. If the employee is still receiving worker’s compensation benefits when the twelve workweeks of leave under the FMLA expire, CEA will require that the employee begin coordinating any additional accrued sick leave with those wage replacement benefits. The employee may also elect to coordinate all other accrued paid leaves with those wage replacement benefits.
C. Notice: An employee should notify the supervisor of the employee’s need for pregnancy-related disability leave or transfer as soon as the employee is aware of the need for such leave.
1. Foreseeable Events: Where the need for pregnancy-related disability leave or transfer is foreseeable, the employee must provide at least 30 days’ advance notice to CEA of the need for pregnancy-related disability leave or transfer. If the leave or transfer is required in connection with any planned, non-emergency medical treatment or supervision, the employee shall consult with CEA and make a reasonable effort to schedule any such planned medical treatment or supervision to minimize disruption to CEA’s operations, subject to the approval of the health care provider of the employee.
2. Unforeseeable Events: For non-emergency events that are not foreseeable 30 days in advance, or when 30 days’ advance notice is not practicable, the employee must notify CEA as soon as practicable under the circumstances, ordinarily within two business days after the employee learns of the need for leave.
3. Notice of Intermittent Leave: In the event that an employee requires intermittent pregnancy-related disability leave, the employee shall notify CEA of the anticipated dates for the absences as much in advance as possible.
16 4. Failure to Provide Notice: If the employee fails to provide the requisite 30-day advance notice for foreseeable events without any reasonable excuse for the delay, CEA reserves the right to delay the employee’s right to take leave for up to 30 days after the date the employee provides notice of the need for pregnancy-related disability leave or transfer; provided, however, that the delay would not endanger the employee’s health, pregnancy, or health of the employee’s co-workers.
D. Contents of Notice or Request for Extension:
1. All requests for pregnancy-related disability leave or transfer should include the anticipated timing and duration of the leave or transfer and be sufficient to make CEA aware that the employee requires a pregnancy-related disability leave or transfer. Any requests for extensions of a pregnancy-related disability leave or transfer must be received at least five business days before the date on which the employee was originally scheduled to return to work, where practicable, and must include the revised anticipated date(s) and duration of the pregnancy-related disability leave or transfer.
2. If the employee has exhausted the leave entitlement under Section IV.A.2., CEA will evaluate on a case-by-case basis whether additional leave may be available as a reasonable accommodation; however, any such additional leave shall not be subject to the provisions of this Section IV.
E. Intermittent or Reduced Schedule Leave: Pregnancy-related disability leave can be taken on an intermittent or on a reduced schedule basis when medically advisable, as determined by the employee’s health care provider. The minimum pregnancy-related disability leave increment that can be taken by an employee is fifteen minutes. If pregnancy-related disability is taken on an intermittent or reduced schedule basis and it is foreseeable based on planned medical treatment because of pregnancy, CEA retains the discretion to temporarily transfer the employee to an alternative position, for which the employee is qualified, with equivalent pay and benefits, which better accommodates the employee’s leave schedule, but need not have equivalent duties.
F. CEA Response to a Request for Pregnancy-Related Disability Leave or Transfer or Request for Extension: Within five business days of an employee’s request for pregnancy-related disability leave or transfer, CEA shall provide the employee with a written Eligibility Notice, which shall conform to the provisions of Section III.M. The Eligibility Notice shall also inform the employee of the additional rights under the California PDL. If the employee has exhausted the leave entitlement under Section IV.A.2., CEA will advise whether additional leave will be granted as a reasonable accommodation; however, any such additional leave shall not be subject to the provisions of this Section IV.
G. Medical Certification:
1. Timing of Certification: Any request for pregnancy-related disability leave or transfer must be supported by a medical certification from a health care provider. a. For foreseeable pregnancy-related disability leaves or transfers, employees will provide the required medical certification before the leave/transfer begins. When this is not possible, employees must provide the required certification within 15 days, unless it is not practicable under the circumstances to do so. Failure to provide the required medical certification may result in the denial or delay of foreseeable pregnancy-related disability leaves or transfers until such certification is provided. 17 b. In the case of unforeseeable leaves, failure to provide the required medical certification within 15 days of being requested to do so may result in a denial of the employee’s continued leave until certification is eventually provided. Any request for an extension of the leave/transfer must also be supported by an updated certification.
2. Contents of the Certification for Pregnancy-Related Leave: The following information must be included: (1) date the employee became or will become disabled due to pregnancy; (2) the probable duration of the period or periods of disability; and (3) an explanatory statement that, due to the disability, the employee is unable to work at all or is unable to perform any one or more of the essential functions of the employee’s position without undue risk to self, to the successful completion of the pregnancy, or to other persons.
3. Contents of the Certification for Pregnancy-Related Transfers: The medical certification for pregnancy-related transfer shall include: (1) a description of the requested transfer or reasonable accommodation; (2) the date the need for the transfer or reasonable accommodation became medically advisable; (3) the probable duration of the need for the transfer or reasonable accommodation; and (4) an explanatory statement that, due to the disability, the transfer or reasonable accommodation is medically advisable.
4. No Second/Third Opinions Allowed: There will not be a second or third opinion regarding pregnancy-related disability leave or transfer.
5. Return to Work Certification: As a condition of restoration to the employee’s former position, an employee taking leave under the FMLA/PDL is required to provide CEA with certification from the employee’s health care provider stating that the employee is able to resume original job duties.
H. CEA’s Designation of Leave: Once an employee requests pregnancy-related disability leave or transfer, CEA shall notify the employee in writing whether the requested leave or transfer is approved and qualifies as pregnancy-related disability leave or transfer. This designation shall comply with the provisions of Section III.O, and shall also inform the employee of any additional rights and obligations under the California Pregnancy Disability Leave Law.
I. Employment and Benefits Protection: The provisions set forth in Section III.P. of this Policy regarding employment and benefits protection in connection with FMLA/CFRA leave also apply to all pregnancy-related disability leaves, except that where CEA's policy permits employees on paid leave and/or unpaid leave to accrue seniority, employees on paid and/or unpaid pregnancy-related disability leaves shall also accrue seniority.
J. Reinstatement: Upon the completion of the employee’s pregnancy-related disability leave or transfer period, and upon submission of the return to work notice, the employee shall be returned to the same position previously held, or to a comparable position as permitted by law. However, for pregnancy-related disabilities, there is no reinstatement exception for Key Employees.
V. MILITARY LEAVE.
The FMLA/CFRA provide for military exigency leave, which is addressed in Section V.A. of this Policy. The FMLA also provides for military caregiver leave, which is addressed in Section V.B. of this Policy.
18 A. Military Exigency Leave: CEA permits employees who have a covered military family member in the Armed Forces (including the National Guard or Reserves) to take up to twelve workweeks of FMLA/CFRA leave due to a qualifying exigency resulting from the covered military family member’s active military duty (or call to active duty status) in support of a contingency operation. Leave granted under this Section shall count against the FMLA/CFRA leave granted under Section III.
1. Definitions:
a. Armed Forces: The Army, Navy, Air Force, Marine Corps, or Coast Guard, including the National Guard and Reserves.
b. Covered Active Duty or Call to Active Duty Status: One of the following:
i. For a member of a regular component of the Armed Forces, duty during the deployment of the member with the Armed Forces to a foreign country; or
ii. For a member of a reserve component of the Armed Forces, duty during the deployment of the member with the Armed Forces to a foreign country under a federal call or order to active duty in support of a contingency operation under a provision of law referred to in section 101(a)(13)(B) of Title 10, United States Code.
c. Covered Military Family Member: An employee may take leave under FMLA/CFRA for the employee’s spouse, son, daughter, or parent who is a member of the Armed Forces and is on Covered Active Duty or Call to Active Duty Status. An employee may take leave under CFRA for the employee’s domestic partner who is a member of the Armed Forces and is on Covered Active Duty or Call to Active Duty status. i. For purposes of this definition only, "son" or "daughter" means the employee's biological, adopted, or foster child, stepchild, legal ward, or a child for whom the employee stood in loco parentis, within the meaning of Section III.D. of this Policy, regardless of age.
d. Covered Military Family Member's Child: The biological, adopted, or foster child, stepchild, legal ward, or child for whom the Military Family Member stands in loco parentis, within the meaning of Section III.D. of this Policy, who is either under the age of 18 or who is aged 18 or older but incapable of self-care because of a physical or mental disability at the time leave under this Section V.A. is to commence.
e. Covered Military Family Member's Parent: The biological, adoptive, step, or foster father or mother, or an individual who stood in loco parentis, within the meaning of Section III.D. of this Policy, to a Covered Military Family Member who was under 18 years of age.
2. Qualifying Reasons for Military Exigency Leave: Military exigency leave can be taken for the following non-medical, non-routine activities only:
a. Short-Notice Deployment Activities: If a Covered Military Family Member receives seven or less calendar days’ notice prior to the date of 19 deployment, an employee may take FMLA/CFRA leave to address any issue arising from an impending call or order to active duty in support of a contingency operation. The employee may take FMLA/CFRA leave for up to seven days beginning on the date the Covered Military Family Member receives the notice of impending call or order to active duty. b. Military Events and Related Activities: An employee may take FMLA/CFRA leave to attend any official ceremony, program, or event sponsored by the military that is related to the active duty or call to active duty status of the Covered Military Family Member. An employee may also take FMLA/CFRA leave to attend family support or assistance programs and informational briefings sponsored or promoted by the military, military service organizations, or American Red Cross that are related to the active duty or call to active duty status of a Covered Military Family Member.
c. Childcare and School Activities: An employee may take FMLA/CFRA leave for the following reasons, if the reason is necessitated by the Covered Military Family Member’s active duty or call to active duty status, or circumstances arising from it:
i. To make alternative childcare arrangements of a Covered Military Family Member’s Child;
ii. To provide childcare for a Covered Military Family Member’s Child on an urgent, immediate need basis, but not on a regular, routine, or everyday basis;
iii. To enroll in or transfer a Covered Military Family Member’s Child in a new school or day care facility; and/or
iv. To attend meetings with staff at a school or day care facility, such as regarding disciplinary measures, parent-teacher conferences, or meetings with school counselors, for a Covered Military Family Member's Child.
d. Financial and Legal Arrangements: An employee may take FMLA/CFRA leave in order to make or update financial or legal arrangements to address the Covered Military Family Member’s absence while on active duty or call to active duty status; and/or to act as the Covered Military Family Member’s representative before a federal, state, or local agency for purposes of obtaining, arranging, or appealing military service benefits while the Covered Military Family Member is on active duty or call to active duty status (up to a period of 90 days following the termination of the Covered Military Family Member’s active duty status). e. Counseling Activities: An employee may take FMLA/CFRA leave to attend counseling, provided that:
i. The need for counseling arises from the Covered Military Family Member’s active duty or call to active duty;
ii. Such counseling is provided by someone other than a health care provider; and
iii. The counseling is for the employee, the Covered Military Family 20 Member, and/or the Covered Military Family Member’s Child. (Note that if medical counseling is needed due to a serious health condition, the employee may be able to take FMLA/CFRA leave under Section III instead.)
f. Rest and Recuperation Activities: If a military member is granted short-term, temporary, rest and recuperation leave during the period of deployment, an employee may take FMLA/CFRA leave to spend time with the military member. An employee may take FMLA/CFRA leave for this purpose for up to fifteen days for each instance of rest and recuperation, beginning on the date the Covered Military Family Member commences each instance of rest and recuperation leave.
g. Post-Deployment Activities: An employee may take FMLA/CFRA leave to attend arrival ceremonies, reintegration briefings and events, and any other official ceremony or program sponsored by the military for a period of 90 days following termination of the Covered Military Family Member’s active duty status. An employee may also take FMLA/CFRA leave to address issues that arise from the death of a Covered Military Family Member while on active duty status, such as meeting and recovering the body of, making funeral arrangements for, or attending funeral services for the Covered Military Family Member.
h. Parental Care: An employee may take FMLA/CFRA leave for care of a Covered Military Family Member's Parent who is incapable of self-care. i. "Incapable of self-care" means that the individual requires active assistance to provide daily self-care in three or more of the following activities: caring appropriately for one's grooming and hygiene; bathing; dressing; eating; cooking; cleaning; shopping; taking public transportation; paying bills; maintaining a residence; using telephones and directories; using a post office; or other activities or instrumental activities of daily living.
ii. An employee may take parental care leave for the following purposes when the need arises from the covered active duty or call to active duty of the Covered Military Family Member:
A. To arrange for alternative care of the Covered Military Family Member's Parent from the existing care
arrangement;
B. To provide care for the Covered Military Family Member's Parent on an urgent, immediate need basis (as opposed
to a routine, regular, or everyday basis);
C. To admit to or transfer to a care facility the Covered Military Family Member's Parent; or
D. To attend meetings with staff at a care facility, such as meetings with hospice or social service workers, that are not regular or routine.
i. Additional Activities: An employee may take FMLA/CFRA leave for another form of exigency, provided that:
21 i. The reason for the leave arises out of the Covered Military Family Member’s active duty or call to active duty;
ii. CEA and the employee mutually agree that such leave shall be considered taken for a qualifying exigency; and
iii. CEA and employee mutually agree on the timing and duration of the leave.
3. Employee Notice of Need for Military Exigency Leave. a. Timing of Notice: Employees are required to give notice of the need for military exigency leave as soon as practicable under the circumstances. b. Content of Notice: Employees are required to provide CEA with sufficient information, depending on the situation, to notify CEA as to the anticipated timing and duration of the leave, that a Covered Military Family Member is on active duty or call to active duty status, and that one of the qualifying exigencies in Section V.A.2. is present.
c. Updates from Employee: The employee is required to advise CEA as soon as is practicable when the dates of leave or other circumstances change.
4. CEA Response to Notice of Need for Military Exigency Leave: CEA will request any additional, necessary information needed to process the employee’s request and will also follow the procedures set forth under Section III of this Policy in responding to an employee’s notice that employee has a need for military exigency leave.
5. Certification of Need for Military Exigency Leave: CEA will request certification of the employee’s need for military exigency leave when it provides notice under Section III. Employees requesting military exigency leave for the first time for a particular active duty or call to active duty are also required to provide CEA with a copy of the military member’s active duty orders.
a. Required Information for Certification:
i. A signed statement or description by the employee of the facts supporting the request for leave for one or more of the reasons set forth in Section V.A.2 and any available supporting written documentation, including, but not limited to, meeting
announcements, appointment confirmations, or a copy of a bill for services.
ii. The approximate date on which the reason for the leave commenced, or will commence.
iii. The applicable timeframe.
A. If for a single, continuous period of time, the beginning and end dates for the employee's absence from work;
B. If on an intermittent or reduced schedule basis, the estimated frequency and duration of the employee's
absences.
22 iv. For leave involving a meeting with a third party, appropriate contact information for the individual or entity, such as name, title, organization, address, telephone number, fax number, and email address, as well as a brief description of the purpose of the meeting.
v. For leave involving rest and recuperation activities, a copy of the Covered Military Family Member's Rest and Recuperation orders, or other documentation issued by the military indicating that the Covered Military Family Member has been granted Rest and Recuperation leave and identifying the dates of that Rest and Recuperation leave.
b. Timing of CEA’s Notice of Required Certification: CEA will request the certification in accordance with the timeframes set forth in Section III.N. of this Policy.
c. Insufficient or Incomplete Certification: Employees are required to provide a complete and sufficient certification. If an employee provides an incomplete or insufficient certification, CEA will give the employee written notice of the deficiencies and seven calendar days to cure the deficiencies, unless seven days is not practicable, despite the employee’s diligent, good faith efforts. The employee’s leave may be denied if the employee fails to provide timely a required certification.
d. Verification of Certification: CEA may verify the employee’s certification by contacting the appropriate Department of Defense unit to verify the military member is on active duty or call to active duty status. If the exigency involves meeting with a third party, CEA may contact the entity or individual with whom the employee is meeting to verify the meeting or appointment schedule and the nature of the meeting. CEA will not request additional information. No permission from the employee is required for such verification.
B. Military Caregiver Leave: In addition to military exigency leave, as described above, the FMLA provides for military caregiver leave. As explained at length below, military caregiver leave is available when an employee whose covered military spouse, registered domestic partner, child, or other covered relative has incurred a serious injury while on active duty.
Leave granted under this Section shall count against the FMLA leave granted under Section III.
Specifically, CEA will permit an employee who is the spouse, registered domestic partner, son, daughter, parent, or next of kin of a Covered Servicemember in the Regular Armed Forces, National Guard, or Reserves who has incurred a serious injury or illness in the line of duty, while on active duty, to take up to 26 workweeks in a single 12-month period, per Covered Servicemember, and per injury/illness of the servicemember.
Note that there are many differences between military exigency leave and military caregiver leave. The two types of FMLA military leave use different definitions, are utilized for different purposes, and grant different amounts of leave.
1. Definitions:
a. Armed Forces: The Army, Navy, Air Force, Marine Corps, or Coast Guard, including the National Guard and Reserves
23 b. Authorized Health Care Provider: For purposes of completing the certification required under Section V.3.b., an authorized healthcare provider includes any one of the following:
i. United States Department of Defense ("DOD") health care provider;
ii. A United States Department of Veterans Affairs ("VA") health care provider;
iii. A DOD TRICARE network authorized private health care provider; iv. A DOD non-network TRICARE authorized private health care provider; or
v. Any health care provider permitted to provide medical certification under Section III.N of this Policy.
c. Covered Servicemember:
i. A current member of the Armed Forces who is undergoing medical treatment, recuperation, or therapy, is otherwise in outpatient status, or is otherwise on the temporary disability retired list, for a Serious Injury or Illness; or
ii. A veteran who is undergoing medical treatment, recuperation, or therapy, for a Serious Injury or Illness and who was a member of the Armed Forces, at any time during the period of five years preceding the date on which the employee commences FMLA leave to care for the veteran. If the veteran was discharged or released under conditions other than dishonorable, the period from October 28, 2009 through February 8, 2013 shall not be counted in determining whether the veteran's last day of service falls within the five-year period.
d. Next of Kin: The nearest blood relative of a Covered Servicemember (other than spouse, registered domestic partner, parent, son, or daughter), in the following priority order:
i. A blood relative designated in writing by the servicemember as the nearest blood relative for purposes of military caregiver leave under the FMLA, who, if so designated, shall be the only next of kin for purposes of this Policy;
ii. Blood relatives who have been granted legal custody of the servicemember by court decree or statutory provisions;
iii. Brothers or sisters;
iv. Grandparents;
v. Aunts or uncles; and
vi. First cousins.
24 If no blood relative has been designated under section V.B.1.d.i., all blood relatives at the next applicable level of priority shall be considered "next of kin" who may take FMLA leave to provide care for the Covered Servicemember, either simultaneously or not.
e Outpatient Status: The status of a Covered Servicemember who is assigned to a military medical treatment facility as an outpatient, or a unit established for the purpose of providing command and control of members of the military receiving medical care as outpatients.
f. Parent of a Covered Servicemember: A Covered Servicemember's biological, adoptive, step or foster father or mother, or an individual who stood in loco parentis to a Covered Servicemember, within the meaning of Section III.D. of this Policy.
g Son or Daughter of a Covered Servicemember: A Covered Servicemember's biological, adopted, or foster child, step child, legal ward, or child for whom the Covered Servicemember stood in loco parentis, within the meaning of Section III.D. of this Policy, except that this definition shall apply regardless of the child's age.
h. Serious Injury or Illness:
i. For a current member of the Armed Forces: An injury or illness incurred by a Covered Servicemember in the line of duty on active duty (or that existed before the beginning of the member’s active duty and was aggravated by service in the line of duty or active duty), and that may render the servicemember medically unfit to perform the duties of the servicemember’s office, grade, rank, or rating.
ii. For a veteran who is a Covered Servicemember:
A. An injury or illness that was incurred by the member in the line of duty on active duty in the Armed Forces (or existed before the beginning of the member’s active duty and was aggravated by service in line of duty on active duty) and that manifested itself before or after the member became a veteran; and
B. Is one of the following:
1. A continuation of a Serious Injury or Illness that
was incurred or aggravated when the veteran
was a member of the Armed Forces and rendered
the veteran unable to perform the duties of their
office, grade, rank, or rating; or
2. A physical or mental condition for which the
veteran has received a U.S. Department of
Veteran Affairs Service-Related Disability Rating
(VASRD) of 50 percent or greater, and the
VASRD rating is based, in whole or in part, on the
condition precipitating the need for the military
caregiver leave; or
25 3. A physical or mental condition that substantially impairs the veteran's ability to secure or follow a
substantially gainful occupation by reason of a
disability or disabilities related to military service, or would do so absent treatment; or
4. An injury, including a psychological injury, on the
basis of which the veteran has been enrolled in
the Department of Veterans Affairs Program of
Comprehensive Assistance for Family
Caregivers.
i. Veteran: A person who served in the Armed Forces, and who was discharged or released therefrom under conditions other than dishonorable.
2. Terms of Military Caregiver Leave. An employee may take up to 26 weeks of leave, during a 12-month period, to care for a Covered Servicemember with a Serious Injury or Illness. The 12-month period begins on the first date of the employee’s military caregiver leave. Otherwise, except as set forth in this policy, CEA shall grant military caregiver leave under the same terms that CFRA and other FMLA leave is granted under Section III of this policy.
3. Relationship to CFRA and Other FMLA Leave: Leave granted under this Section shall run concurrently with the FMLA and CFRA leave under Section III, unless the employee is caring for their “next of kin” who is not covered by the CFRA. Leave granted under this Section shall be included in computing the employee’s 12 weeks of leave granted under the FMLA, so that an employee may not, under any circumstances, exceed 26 total weeks of FMLA leave in a rolling 12-month period.
4. Required Certifications: The employee is required to ensure that a form containing the information set forth in this Section, is completely and sufficiently completed and returned within the same time periods set forth in Section III.N. of this Policy. If the employee fails to provide a complete and sufficient form, CEA will inform the employee of the deficiencies, and grant the employee at least seven calendar days to cure them.
a. Certification of Family Relationship and Military Status: CEA will require proof of the servicemember’s family relationship to the employee and proof of the servicemember's military status for the employee’s first request of military caregiver leave for a particular illness or injury for a particular servicemember.
b. Certification of Serious Illness or Injury: CEA will require certification from an Authorized Health Care Provider that the servicemember is suffering from a Serious Illness or Injury. However, the employee will not be required to reveal the servicemember’s diagnosis.
i. The Authorized Health Care Provider may base the certification upon their personal determination and/or may certify their reliance upon determination(s) made by an authorized DOD
representative or an authorized VA representative. The
certification must also include:
A. The name, address, appropriate contact information
(telephone number, fax number, and/or email address) of 26 the health care provider, the type of medical practice, the medical specialty, and the basis on which employee is an authorized health care provider, as set forth in Section V.B.1.b, above;
B. The approximate date on which the injury or illness
commenced, or was aggravated, and its probable
duration; and
C. Information sufficient to establish that the Covered Servicemember is in need of care, and addressing the
following matters:
1. Whether the need for care is for a single
continuous period, and if so, an estimate of the
beginning and ending dates, including any time
needed for treatment and recovery;
2. Whether there is a medical necessity for periodic
care, based on a schedule of planned medical
treatment, and if so an estimate of the treatment
schedule;
3. Whether there is a medical necessity for periodic
care for reasons other than planned medical
treatment, such as episodic flare-ups, and if so,
an estimate of the frequency and duration of the
periodic care.
5. Alternative Certifications:
a. Special Automatic Certification: The DOD may issue a special invitation to a member(s) of a servicemember’s family when a DOD health care provider has determined that the injury or illness is serious enough to warrant the immediate presence of a family member at the servicemember’s bedside. If the DOD issues an invitational travel order (“ITO”) or invitational travel authorization (“ITA”) for “medical purposes” to any member(s) of the servicemember’s family (even if the employee’s name is not on it), the ITO or ITA constitutes automatic certification of military status and Serious Injury or Illness for the period of time specified in the ITO or ITA for the employee to take leave on either a continuous or intermittent basis, and CEA will not require further certification of those matters for the specified period of time. However, in this circumstance, CEA may still require proof of the covered family relationship between the employee and the servicemember. The ITO or ITA is in effect for the duration specified on it. If the employee wishes to request leave to care for a Covered Service Member beyond the period of time specified in an ITO or ITA, the employee must submit additional certification in accordance with Section V.B.3.b., above.
b. Documentation of Enrollment in Department of Veterans Affairs Program of Comprehensive Assistance for Family Caregivers: As another alternative to the certification required under Section V.B.3.b., CEA will accept as sufficient certification documentation of the Department of Veterans Affairs Program of Comprehensive Assistance for Family Caregivers, whether or not the employee is the named caregiver in the 27 enrollment documentation. However, CEA may still require proof of the covered family relationship between the employee and the servicemember. CEA may also require proof of the servicemember's date of discharge and proof that the servicemember's discharge was other than dishonorable.
6. Authentication and Clarification: CEA may seek authentication and clarification of a certification issued under Section V.B.3.d., or of an ITO or ITA, or of documentation of enrollment in the Department of Veterans Affairs Program of Comprehensive Assistance for Family Caregivers.
7. Second and Third Opinions: No second or third opinions of the servicemember’s Serious Illness or Injury will be sought from an Authorized Health Care Provider who meets the criterion set forth in V.B.1(a)(i)-(iv); however, when a certification has been completed by an Authorized Health Provider who meets the criteria in V.B.1(a)(v), CEA may request a second or third opinion. No second or third opinions will be sought regarding an ITO or ITA for the period of time specified in the ITO or ITA.
8.. Recertification: No recertifications of the servicemember’s Serious Illness or Injury will be sought.
9. Administrative Delays in Issuance of Military Documents: When an employee is unable to submit required documentation within the timeframe required under Section III.N, despite the employee’s diligent, good faith efforts to obtain such documents, CEA will not delay or deny leave on the grounds of such administrative delay.
VI. EMPLOYEE RESPONSIBILITIES AND DUTY TO COOPERATE
Employees are expected to fully cooperate with CEA in meeting the obligations and requirements set forth under this Policy, as well as those set forth in state and federal law. An employee’s cooperation includes, but is not limited to, timely completion of all requested forms and responding to all inquiries for additional information. Cooperation also requires that an employee respond to CEA’s inquiries for information to determine whether the employee is requesting leave under the FMLA, CFRA, and/or PDL. Employees are also required to consult with CEA and make a reasonable effort to schedule foreseeable treatments so as to not unduly disrupt CEA’s operations.
Employees on family care or medical leave will respond to CEA’s reasonable inquiries and keep CEA updated as to the status of the employee’s family care or medical leave.
Failure to cooperate with CEA or failure to meet the employee’s responsibilities may result in a delay in granting the employee’s leave, a denial of leave, and/or a denial of the protections and benefits afforded by the FMLA, CFRA, and/or PDL. Employees who have questions about their responsibilities under this Policy will direct their inquiries to Human Resources.
Staff Report
DATE: July 31, 2025
TO: Clean Energy Alliance Board of Directors
FROM: Gregory Wade, Chief Executive Officer
ITEM 3: Consider Adoption of Resolution No. 2025-031 Approving a 5-Year Power Purchase Agreement (PPA) with Carlsbad Municipal Water District and Authorizing Execution of the PPA
RECOMMENDATION:
That the Clean Energy Alliance (CEA) Board of Directors (Board) Adopt Resolution No. 2025-031 approving a 5-Year Power Purchase Agreement (PPA) with Carlsbad Municipal Water District for the Maerkle Hydro Generating Facility, an existing local small hydrogeneration facility project of 100kW. Additionally, that the CEA Board authorizes the Chief Executive Officer to execute all applicable documents, subject to Transactions Attorney approval of the form and any changes (Attachment B).
BACKGROUND AND DISCUSSION:
When CEA initially formed and City of Carlsbad customers were enrolled, the Carlsbad Municipal Water District (CMWD) requested to transfer its Maerkle Hydro Generating Facility from an existing Renewable Energy Self-Generation Bill Credit Transfer (RESBCT) rate that had been offered by SDG&E to a similar structure with CEA. The RESBCT rate structure allows eligible local government customers with smaller-scale (larger than residential, but smaller than front-of-the-meter utility scale) generating facilitiesto earn credits for the energy generated which can be applied to CEA generation charges on other accounts that the customer has within CEA’s service territory. In Carlsbad’s case, the project’s generation has been credited against electricity usage at a variety of CMWD’s meters at different locations with CEA’s service territory.
The RESBCT structure does not, however, allow for the hydro generation facility’s renewable energy to create Renewable Energy Certificates (RECs) which CEA can include as a part of CEA’s renewable energy supply for compliance with California’s Renewable Portfolio Standards (RPS) targets, or CEA’s own internal renewable energy portfolio goals. CMWD approached CEA to determine if an alternative structure could be arranged that could allow for RECs to be generated, potentially increasing the value of the generating facility to both CWMD and to CEA.
CEA and CWMD negotiated a Power Purchase Agreement (PPA), included as Attachment B, which would replace the existing RESBCT agreement, priced and structured to achieve financial savings for CWMD and additional value for CEA by creating and sharing the value of the RECs that will now be generated. While July 31, 2025
PPA with CMWD
the project will be a very small portion of CEA’s overall renewable energy portfolio, it is a pilot structure that could be utilized for other small local generation facilities in the future.
Given the PPA’s potential financial benefits to CMWD and value to CEA through its contributions to RPS goals, Staff recommends the Board adopt Resolution No. 2025-031 and authorize the Chief Executive Officer to execute the final agreement, subject to CEA’s Transactions Attorney approval of the form and any changes.
FISCAL IMPACT:
If approved by the Board and Carlsbad’s City Council, the agreement would become effective during the current 2025/2026 Fiscal Year starting this September. The project’s size and contract value are de minimis within CEA’s power supply portfolio and financial budget (<0.05%), and while the financial impact will vary with the electricity generation of the facility each year, the PPA was priced and structured for financial impacts to CEA and to CWMD to both be slightly positive by sharing the value of the RECs that will now be generated.
Submitted for Board consideration:
___________________________________
Gregory Wade
Chief Executive Officer
ATTACHMENTS:
A. Resolution No. 2025-031, approving of 5-Year Power Purchase Agreement (PPA) with Carlsbad Municipal Water District and Authorizing Execution of the PPA B. Redacted Power Purchase Agreement with Carlsbad Municipal Water District
CLEAN ENERGY ALLIANCE
RESOLUTION NO. 2025-031
A RESOLUTION OF THE BOARD OF DIRECTORS OF CLEAN ENERGY ALLIANCE
APPROVING A FIVE-YEAR POWER PURCHASE AGREEMENT WITH CARLSBAD
MUNICIPAL WATER DISTRICT AND AUTHORIZING EXECUTION OF THE
AGREEMENT
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, in addition to CEA’s Renewable Portfolio Standards (RPS) obligations as set by the CPUC, CEA’s governing board has approved a minimum 50 percent renewable energy supply portfolio for all participating customers, increasing to 100 percent by 2035; and WHEREAS, CEA and the Carlsbad Municipal Water District have negotiated a Power Purchase Agreement (PPA) for the Maerkle Hydro Generating Facility, which was considered by the Board of Directions of Clean Energy Alliance at its July 31, 2025 regular meeting.
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. A five-year Power Purchase Agreement with Carlsbad Municipal Water District for a project totaling 100kW of small hydroelectric energy to begin delivering in September 2025 is hereby approved.
Section 3. The Chief Executive Officer is hereby authorized and directed to execute such Power Purchase Agreement with Carlsbad Municipal Water District in a form substantially similar to that presented to the Board on July 31, 2025 with any changes approved by CEA’s Transactions Attorney. The Chief Executive Officer is hereby further 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 Resolution No. 2025-031
Carlsbad PPA
The foregoing Resolution was passed and adopted this 31st day of July, 2025, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
APPROVED:
________________________________________
Katie Melendez, Board Chair
ATTEST:
_______________________________
Ana Marie Alarcon, Clerk to the Board
POWER PURCHASE AGREEMENT
COVERSHEET
�: Carlsbad Municipal Water District, a municipal water district and subsidia1y district of the City of Carlsbad
Buyer: Clean Energy Alliance, a California joint powers authority Description of Facility: Maerkle Hydro Generating Facility located at 5300 Sunny Creek Road, Carlsbad, California
Delivery Term: Five (5) Contract Years from the Delive1y Te1m Strut Date Expected Energy:
Contract Year
1 2
3 4
5 Guaranteed Capacity: 100 kW
Contract Capacity: I 00 kW
Expected Energy (MWh)
420
420
420
420
420
Contract Price: The Contract Price of the Product shall be:
Contract Year Contract Price
1-5
Product:
IBJ Facility Energy
IBJ Green Attributes (Po1tfolio Content Catego1y I) associated with Facility Energy □ Capacity Attributes
D Ancillaiy Se1vices
1 Attachment B
TABLE OF CONTENTS
Page
i
ARTICLE 1 DEFINITIONS ........................................................................................................... 1
1.1 CONTRACT DEFINITIONS. ................................................................................................. 1
1.2 RULES OF INTERPRETATION. ............................................................................................ 7 ARTICLE 2 TERM; CONDITIONS PRECEDENT ...................................................................... 8
2.1 CONTRACT TERM. ............................................................................................................ 8
2.2 CONDITION PRECEDENT ................................................................................................... 9 ARTICLE 3 PURCHASE AND SALE .......................................................................................... 9
3.1 PURCHASE AND SALE OF PRODUCT. ................................................................................. 9
3.2 SALE OF GREEN ATTRIBUTES. .......................................................................................... 9
3.3 RESERVED. ....................................................................................................................... 9
3.4 FUTURE ENVIRONMENTAL ATTRIBUTES. ......................................................................... 9
3.5 RESERVED. ..................................................................................................................... 10
3.6 RESERVED. ..................................................................................................................... 10
3.7 RESERVED ...................................................................................................................... 10
3.8 CEC CERTIFICATION AND VERIFICATION. ..................................................................... 10
3.9 RESERVED. ..................................................................................................................... 10
3.10 NON-MODIFIABLE STANDARD TERMS AND CONDITIONS. .............................................. 10 ARTICLE 4 OBLIGATIONS AND DELIVERIES ..................................................................... 11
4.1 DELIVERY. ..................................................................................................................... 11
4.2 TITLE AND RISK OF LOSS. .............................................................................................. 11
4.3 RESERVED. ..................................................................................................................... 11
4.4 RESERVED. ..................................................................................................................... 11
4.5 RESERVED. ..................................................................................................................... 11
4.6 REDUCTION IN DELIVERY OBLIGATION. ........................................................................ 11
4.7 RESERVED. ..................................................................................................................... 12
4.8 WREGIS. ...................................................................................................................... 12 ARTICLE 5 TAXES ..................................................................................................................... 13
5.1 ALLOCATION OF TAXES AND CHARGES. ........................................................................ 13
5.2 COOPERATION. ............................................................................................................... 13 ARTICLE 6 MAINTENANCE OF THE FACILITY .................................................................. 14
6.1 MAINTENANCE OF THE FACILITY. .................................................................................. 14
6.2 MAINTENANCE OF HEALTH AND SAFETY. ...................................................................... 14
6.3 RESERVED. ..................................................................................................................... 14 ARTICLE 7 METERING ............................................................................................................. 14
7.1 METERING. .................................................................................................................... 14
7.2 METER VERIFICATION. .................................................................................................. 14 ARTICLE 8 INVOICING AND PAYMENT; CREDIT .............................................................. 14 ii
8.1 BILLING STATEMENT. .................................................................................................... 14
8.2 PAYMENT. ...................................................................................................................... 14
8.3 BOOKS AND RECORDS. ................................................................................................... 15
8.4 PAYMENT ADJUSTMENTS; BILLING ERRORS. ................................................................. 15
8.5 BILLING DISPUTES. ........................................................................................................ 15 ARTICLE 9 NOTICES ................................................................................................................. 16
9.1 ADDRESSES FOR THE DELIVERY OF NOTICES ................................................................. 16
9.2 ACCEPTABLE MEANS OF DELIVERING NOTICE. ............................................................. 16 ARTICLE 10 FORCE MAJEURE ............................................................................................... 16
10.1 DEFINITION. ................................................................................................................... 16
10.2 NO LIABILITY IF A FORCE MAJEURE EVENT OCCURS .................................................... 17
10.3 NOTICE. ......................................................................................................................... 17 ARTICLE 11 DEFAULTS; REMEDIES; TERMINATION ....................................................... 17
11.1 EVENTS OF DEFAULT ..................................................................................................... 17
11.2 REMEDIES; DECLARATION OF EARLY TERMINATION DATE. .......................................... 18
11.3 TERMINATION PAYMENT. .............................................................................................. 19
11.4 NOTICE OF PAYMENT OF TERMINATION PAYMENT. ....................................................... 19
11.5 DISPUTES WITH RESPECT TO TERMINATION PAYMENT.................................................. 19
11.6 RIGHTS AND REMEDIES ARE CUMULATIVE ................................................................... 19 ARTICLE 12 LIMITATION OF LIABILITY AND EXCLUSION OF WARRANTIES........... 20
12.1 NO CONSEQUENTIAL DAMAGES. .................................................................................... 20
12.2 WAIVER AND EXCLUSION OF OTHER DAMAGES. ........................................................... 20 ARTICLE 13 REPRESENTATIONS AND WARRANTIES; AUTHORITY ............................ 21
13.1 SELLER’S REPRESENTATIONS AND WARRANTIES. .......................................................... 21
13.2 BUYER’S REPRESENTATIONS AND WARRANTIES ........................................................... 22
13.3 GENERAL COVENANTS ................................................................................................... 23 ARTICLE 14 ASSIGNMENT ...................................................................................................... 23
14.1 GENERAL PROHIBITION ON ASSIGNMENTS ..................................................................... 23 ARTICLE 15 DISPUTE RESOLUTION ..................................................................................... 23
15.1 VENUE. .......................................................................................................................... 23
15.2 DISPUTE RESOLUTION. ................................................................................................... 23 ARTICLE 16 RESERVED ........................................................................................................... 24 ARTICLE 17 RESERVED ........................................................................................................... 24 ARTICLE 18 CONFIDENTIAL INFORMATION ..................................................................... 24
18.1 DEFINITION OF CONFIDENTIAL INFORMATION. .............................................................. 24
18.2 DUTY TO MAINTAIN CONFIDENTIALITY. ........................................................................ 24
18.3 IRREPARABLE INJURY; REMEDIES. ................................................................................. 24 ARTICLE 19 MISCELLANEOUS .............................................................................................. 25 iii
19.1 ENTIRE AGREEMENT; INTEGRATION; EXHIBITS. ............................................................ 25
19.2 AMENDMENTS. ............................................................................................................... 25
19.3 NO WAIVER. .................................................................................................................. 25
19.4 NO AGENCY, PARTNERSHIP, JOINT VENTURE OR LEASE. ............................................... 25
19.5 SEVERABILITY. .............................................................................................................. 25
19.6 MOBILE-SIERRA. ............................................................................................................ 25
19.7 COUNTERPARTS; ELECTRONIC SIGNATURES. ................................................................. 26
19.8 BINDING EFFECT. ........................................................................................................... 26
19.9 NO RECOURSE TO MEMBERS OF BUYER......................................................................... 26
19.10 FORWARD CONTRACT. ............................................................................................... 26
19.11 FURTHER ASSURANCES .............................................................................................. 26 iv
Exhibits:
Exhibit A Facility Description
Exhibit B Reserved
Exhibit C Compensation
Exhibit D Reserved
Exhibit E Reserved
Exhibit F-1 Reserved
Exhibit F-2 Reserved
Exhibit G Notices
Exhibit H Metering Diagram
1 POWER PURCHASE AGREEMENT
This Power Purchase Agreement (“Agreement”) is entered into as of September 9, 2025 (the “Effective Date”), between Buyer and Seller. Buyer and Seller are sometimes referred to herein individually as a “Party” and jointly as the “Parties.” All capitalized terms used in this Agreement are used with the meanings ascribed to them in Article 1 to this Agreement.
RECITALS
WHEREAS, Seller owns and operates the Facility; and
WHEREAS, Seller desires to sell, and Buyer desires to purchase, on the terms and conditions set forth in this Agreement, the Product.
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the Parties agree to the following:
ARTICLE 1
DEFINITIONS
1.1 Contract Definitions. The following terms, when used herein with initial capitalization, shall have the meanings set forth below:
“AC” means alternating current.
“Agreement” has the meaning set forth in the Preamble and includes any Exhibits, schedules and any written supplements hereto, and the Cover Sheet. “Ancillary Services” means all ancillary services, products and other attributes, if any, associated with the Contract Capacity of the Facility.
“Available Generating Capacity” means the capacity of the Facility, expressed in whole kWs, that is mechanically available to generate Energy. “Bankrupt” means with respect to any entity, such entity that (a) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Law, (b) has any such petition filed or commenced against it which remains unstayed or undismissed for a period of ninety (90) days, (c) makes an assignment or any general arrangement for the benefit of creditors, (d) otherwise becomes bankrupt or insolvent (however evidenced), (e) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (f) is generally unable to pay its debts as they fall due. “Business Day” means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday in California. A Business Day begins at 8:00 a.m. and ends at 5:00 p.m. Pacific Standard Time (PST) for the Party sending a Notice, or payment, or performing a specified action. 2 “Buyer” means Clean Energy Alliance, a California joint powers authority. “Buyer’s WREGIS Account” has the meaning set forth in Section 4.8(a). “CAISO” means the California Independent System Operator Corporation, or any successor entity performing similar functions.
“California Renewables Portfolio Standard” or “RPS” means the renewable energy program and policies established by California State Senate Bills 1038 (2002), 1078 (2002), 107 (2008), X-1 2 (2011), 350 (2015), and 100 (2018) as codified in, inter alia, California Public Utilities Code Sections 399.11 through 399.31 and California Public Resources Code Sections 25740 through 25751, as such provisions are amended or supplemented from time to time. “CEC” means the California Energy Commission, or any successor agency performing similar statutory functions.
“CEC Certification and Verification” means that the CEC has certified that the Facility is an Eligible Renewable Energy Resource for purposes of the California Renewables Portfolio Standard and that all Facility Energy delivered to the Delivery Point qualifies as generation from an Eligible Renewable Energy Resource.
“Confidential Information” has the meaning set forth in Section 18.1. “Contract Capacity” means the amount of generating capacity of the Facility, as measured in kW at the Delivery Point, set forth on the Cover Sheet. “Contract Price” has the meaning set forth on the Cover Sheet. “Contract Term” has the meaning set forth in Section 2.1(a). “Contract Year” means a period of twelve (12) consecutive months, with the first Contract Year beginning on the Delivery Term Start Date and the last Contract Year ending at midnight at the end of the day prior to the anniversary of the Delivery Term Start Date. “Costs” means, with respect to the Non-Defaulting Party, brokerage fees, commissions and other similar third-party transaction costs and expenses reasonably incurred by such Party either in terminating any arrangement pursuant to which it has hedged its obligations or entering into new arrangements which replace the Agreement; and all reasonable attorneys’ fees and expenses incurred by the Non-Defaulting Party in connection with terminating the Agreement. “Cover Sheet” means the cover sheet to this Agreement, which is incorporated into this Agreement.
“CPUC” means the California Public Utilities Commission or any successor agency performing similar statutory functions.
“Defaulting Party” has the meaning set forth in Section 11.1(a). 3 “Deficient Month” has the meaning set forth in Section 4.8(e). “Delivery Term” has the meaning set forth on the Cover Sheet. “Facility Energy” the Energy generated by the Facility and delivered to the Delivery Point, as measured by the Facility Meter.
“Delivery Point” has the meaning set forth in Exhibit A. “Delivery Term” shall mean the period of Contract Years set forth on the Cover Sheet beginning on the Delivery Term Start Date set forth on the Cover Sheet, unless terminated earlier in accordance with the terms and conditions of this Agreement. “Delivery Term Start Date” shall mean the date that Buyer provides Notice to Seller that Buyer’s agent has received all necessary approvals and authorizations to act as the Qualified Reporting Entity for the purpose of renewable generation data to WREGIS for the Facility. “Disclosing Party” has the meaning set forth in Section 18.2. “Early Termination Date” has the meaning set forth in Section 11.2(a). “Effective Date” has the meaning set forth on the Preamble. “Eligible Renewable Energy Resource” has the meaning set forth in California Public Utilities Code Section 399.12(e) and California Public Resources Code Section 25741(a), as either code provision is amended or supplemented from time to time. “Event of Default” has the meaning set forth in Section 11.1. “Expected Energy” means the quantity of Facility Energy attributable to the Contract Capacity that Seller expects to be able to deliver from the Facility during each Contract Year in the quantity specified on the Cover Sheet.
“Facility” means the hydroelectric generating facility described on the Cover Sheet and in Exhibit A, located at the Site and including mechanical equipment and associated facilities and equipment required to deliver Energy to the Delivery Point. “Facility Energy” means the energy that is delivered to the Delivery Point and measured by the Facility Meter in accordance with Prudent Operating Practices. “Facility Meter” means the revenue quality meter dedicated exclusively to the Facility that will measure all electric energy generated by the Facility and delivered to the Delivery Point. “FERC” means the Federal Energy Regulatory Commission or any successor government agency.
“Force Majeure Event” has the meaning set forth in Section 10.1. 4 “Forced Facility Outage” means an unexpected failure of one or more components of the Facility that prevents Seller from generating Energy or making Facility Energy available at the Delivery Point and that is not the result of a Force Majeure Event. “Future Environmental Attributes” shall mean any and all emissions, air quality or other environmental attributes other than Green Attributes or Renewable Energy Incentives under the RPS regulations or under any and all other international, federal, regional, state or other law, rule, regulation, bylaw, treaty or other intergovernmental compact, decision, administrative decision, program (including any voluntary compliance or membership program), competitive market or business method (including all credits, certificates, benefits, and emission measurements, reductions, offsets and allowances related thereto) that are attributable, now, or in the future, to the generation of electrical energy by the Facility and its displacement of conventional energy generation. Future Environmental Attributes do not include (i) any energy, capacity, reliability or other power attributes from the Facility, or (ii) investment tax credits or production tax credits associated with the construction or operation of the Facility, or other financial incentives in the form of credits, reductions, or allowances associated with the Facility that are applicable to a state or federal income taxation obligation.
“Gains” means the economic benefit, if any (exclusive of Costs), resulting from the termination of this Agreement for the remaining Contract Term. “Governmental Authority” means any federal, state, provincial, local or municipal government, any political subdivision thereof or any other governmental, congressional or parliamentary, regulatory, or judicial instrumentality, authority, body, agency, department, bureau, or entity with authority to bind a Party at law; provided, however, that “Governmental Authority” shall not in any event include any Party.
“Green Attributes” means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Facility and its displacement of conventional energy generation. Green Attributes include but are not limited to Renewable Energy Credits, as well as: (1) any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth’s climate by trapping heat in the atmosphere; (3) the reporting rights to these avoided emissions, such as Green Tag Reporting Rights. Green Tags are accumulated on a MWh basis and one Green Tag represents the Green Attributes associated with one (1) MWh of Energy. Green Attributes do not include (i) any energy, capacity, reliability or other power attributes from the Facility, (ii) production tax credits associated with the construction or operation of the Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Facility that are applicable to a state or federal income taxation obligation, (iii) fuel-related subsidies or “tipping fees” that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or (iv) emission reduction credits encumbered or used by the Facility for compliance with local, state, or federal operating or air quality permits.
5 “Green Tag Reporting Rights” means the right of a purchaser of renewable energy to report ownership of accumulated “green tags” in compliance with and to the extent permitted by applicable Law and include, without limitation, rights under Section 1605(b) of the Energy Policy Act of 1992, and any present or future federal, state or local certification program or emissions trading program, including pursuant to the WREGIS Operating Rules. “Guaranteed Capacity” has the meaning set forth on the Cover Sheet. “Interest Rate” has the meaning set forth in Section 8.2. “Joint Powers Act” means the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.).
“Joint Powers Agreement” means that certain Joint Powers Agreement dated November 4, 2019, as amended and restated from time to time, under which Buyer is organized as a Joint Powers Authority in accordance with the Joint Powers Act. “Law” means any applicable law, statute, rule, regulation, decision, writ, order, decree or judgment, permit or any interpretation thereof, promulgated or issued by a Governmental Authority.
“Losses” means the economic loss, if any (exclusive of Costs), resulting from termination of this Agreement for the remaining Contract Term.
“MW” means megawatts in alternating current, unless expressly stated in terms of direct current.
“MWh” means megawatt-hour measured in alternating current, unless expressly stated in terms of direct current.
“Non-Defaulting Party” has the meaning set forth in Section 11.2. “Notice” shall, unless otherwise specified in the Agreement, mean written communications by a Party to be delivered by hand delivery, United States mail, overnight courier service, or email with acknowledged receipt or copy by another acceptable delivery method. “Participating Transmission Owner” or “PTO” means an entity that owns, operates and maintains transmission or distribution lines and associated facilities or has entitlements to use certain transmission or distribution lines and associated facilities where the Facility is interconnected. For purposes of this Agreement, the Participating Transmission Owner is set forth in Exhibit A.
“Party” or “Parties” has the meaning set forth in the Preamble. “Person” means any individual, sole proprietorship, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, incorporated organization, institution, public benefit corporation, unincorporated organization, government entity or other entity.
6 “Portfolio Content Category” means PCC1, PCC2 or PCC3, as applicable. “Portfolio Content Category 1” or “PCC1” means any Renewable Energy Credit associated with the generation of electricity from an Eligible Renewable Energy Resource consisting of the portfolio content set forth in California Public Utilities Code Section 399.16(b)(1), as may be amended from time to time or as further defined or supplemented by Law.
“Product” has the meaning set forth on the Cover Sheet. “Prudent Operating Practice” means (a) the applicable practices, methods and acts required by or consistent with applicable Laws and reliability criteria, and otherwise engaged in or approved by a significant portion of the electric utility and independent power producer industry during the relevant time period with respect to hydroelectric generating facilities in the Western United States, or (b) any of the practices, methods and acts which, in the exercise of reasonable judgement in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Prudent Operating Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to acceptable practices, methods or acts generally accepted in the industry with respect to generating facilities in the Western United States. Prudent Operating Practice includes compliance with applicable Laws, applicable reliability criteria, and the criteria, rules and standards promulgated in the National Electric Safety Code and the National Electrical Code, as they may be amended or superseded from time to time, including the criteria, rules and standards of any successor organizations. “Qualified Reporting Entity” has the meaning set forth in the WREGIS Operating Rules. “Recurring Certificate Transfers” has the meaning set forth in Section 4.8(a). “Renewable Energy Credit” has the meaning set forth in California Public Utilities Code Section 399.12(h), as may be amended from time to time or as further defined or supplemented by Law.
“Renewable Energy Incentives” means: (a) all federal, state, or local Tax credits or other Tax benefits associated with the construction, ownership, or production of electricity from the Facility (including credits under Sections 38, 45, 46 and 48 of the Internal Revenue Code of 1986, as amended); (b) any federal, state, or local grants, subsidies or other like benefits relating in any way to the Facility; and (c) any other form of incentive relating in any way to the Facility that is not a Green Attribute or a Future Environmental Attribute. “Seller” has the meaning set forth on the Cover Sheet.
“Seller’s WREGIS Account” has the meaning set forth in Section 4.8(a). “Settlement Amount” means the Non-Defaulting Party’s Costs. The Settlement Amount does not include Gains, Losses, consequential, incidental, punitive, exemplary or indirect or business interruption damages.
7 “Site” means the real property on which the Facility is located, as further described in Exhibit A.
“System Emergency” means any condition that requires, as determined and declared by CAISO or the PTO, automatic or immediate action to curtail operation of the Facility. “Tax” or “Taxes” means all U.S. federal, state and local and any foreign taxes, levies, assessments, surcharges, duties and other fees and charges of any nature imposed by a Governmental Authority, whether currently in effect or adopted during the Contract Term, including ad valorem, excise, franchise, gross receipts, import/export, license, property, sales and use, stamp, transfer, payroll, unemployment, income, and any and all items of withholding, deficiency, penalty, additions, interest or assessment related thereto. “Terminated Transaction” has the meaning set forth in Section 11.2(a). “Termination Payment” has the meaning set forth in Section 11.3. “WREGIS” means the Western Renewable Energy Generation Information System or any successor renewable energy tracking program.
“WREGIS Certificate Deficit” has the meaning set forth in Section 4.8(e). “WREGIS Certificates” has the same meaning as “Certificate” as defined by WREGIS in the WREGIS Operating Rules and are designated as eligible for complying with the California Renewables Portfolio Standard.
“WREGIS Operating Rules” means those operating rules and requirements adopted by WREGIS as of October 2022, as subsequently amended, supplemented or replaced (in whole or in part) from time to time.
1.2 Rules of Interpretation. In this Agreement, except as expressly stated otherwise or unless the context otherwise requires:
(a) headings and the rendering of text in bold and italics are for convenience and reference purposes only and do not affect the meaning or interpretation of this Agreement; (b) words importing the singular include the plural and vice versa and the masculine, feminine and neuter genders include all genders; (c) the words “hereof”, “herein”, and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (d) a reference to an Article, Section, paragraph, clause, Party, or Exhibit is a reference to that Section, paragraph, clause of, or that Party or Exhibit to, this Agreement unless otherwise specified;
(e) a reference to a document or agreement, including this Agreement means such document, agreement or this Agreement including any amendment or supplement to, or 8 replacement, novation or modification of this Agreement, but disregarding any amendment, supplement, replacement, novation or modification made in breach of such document, agreement or this Agreement;
(f) a reference to a Person includes that Person’s successors and permitted assigns;
(g) the term “including” means “including without limitation” and any list of examples following such term shall in no way restrict or limit the generality of the word or provision in respect of which such examples are provided; (h) references to any statute, code or statutory provision are to be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or reenacted, and include references to all bylaws, instruments, orders and regulations for the time being made thereunder or deriving validity therefrom unless the context otherwise requires; (i) in the event of a conflict, a mathematical formula or other precise description of a concept or a term shall prevail over words providing a more general description of a concept or a term;
(j) references to any amount of money shall mean a reference to the amount in United States Dollars;
(k) words, phrases or expressions not otherwise defined herein that (i) have a generally accepted meaning in Prudent Operating Practice shall have such meaning in this Agreement or (ii) do not have well known and generally accepted meaning in Prudent Operating Practice but that have well known and generally accepted technical or trade meanings, shall have such recognized meanings; and
(l) each Party acknowledges that it was represented by counsel in connection with this Agreement and that it or its counsel reviewed this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.
ARTICLE 2
TERM; CONDITIONS PRECEDENT
2.1 Contract Term.
(a) The term of this Agreement shall commence on the Effective Date and shall remain in full force and effect until the conclusion of the Delivery Term, subject to any early termination provisions set forth herein (“Contract Term”); provided, that Buyer’s obligations to pay for or accept any Product are subject to Seller’s completion of the condition precedent pursuant to Section 2.2. At least ninety (90) days prior to the expiration of the Delivery Term either Party may request that the other Party enter into good faith negotiations to extend this Agreement and reach agreement on price and other terms for any extension period. If the Parties fail to reach agreement on the extension period terms, then this Agreement shall terminate at the conclusion of the Delivery Term.
9 (b) Applicable provisions of this Agreement shall continue in effect after termination, including early termination, to the extent necessary to enforce or complete the duties, obligations or responsibilities of the Parties arising prior to termination. The confidentiality obligations of the Parties under Article 18 and all indemnity and audit rights shall remain in full force and effect for four (4) years following the termination of this Agreement. (c) Either Party may terminate this Agreement upon ninety (90) days’ prior Notice to the other Party; provided, however, that such termination shall not affect or excuse the performance of either Party of their respective obligations arising prior to such termination and, provided further, that this Agreement and any other documents executed and delivered hereunder shall remain in effect until both Parties have fulfilled all of their obligations arising prior to such termination. Upon any such termination, neither Party shall have any liability to the other Party, save and except to the extent arising from obligations arising prior to such termination and those obligations specified in Section 2.1(b).
2.2 Condition Precedent. Buyer’s obligations to pay for or accept any Product shall not commence until Buyer’s agent has been authorized to act as the Qualified Reporting Entity for the Facility for the purpose of transferring RECs to Buyer under this Agreement.
ARTICLE 3
PURCHASE AND SALE
3.1 Purchase and Sale of Product. Subject to the terms and conditions of this Agreement, during the Delivery Term, Buyer will purchase and receive all the Product produced by or associated with the Facility at the Contract Price and in accordance with Exhibit C, and Seller shall supply and deliver to Buyer all the Product produced by or associated with the Facility (net of applicable losses). At its sole discretion, Buyer may during the Delivery Term re-sell or use for another purpose all or a portion of the Product, provided that no such re-sale or use shall relieve Buyer of any obligations hereunder. Buyer has no obligation to purchase from Seller any Product for which the associated Facility Energy is not or cannot be delivered to the Delivery Point for any reason.
3.2 Sale of Green Attributes. During the Delivery Term, Seller shall sell and deliver to Buyer, and Buyer shall purchase and receive from Seller, all Green Attributes attributable to the Facility Energy generated by the Facility.
3.3 Reserved.
3.4 Future Environmental Attributes.
(a) The Parties acknowledge and agree that as of the Effective Date, environmental attributes sold under this Agreement are restricted to Green Attributes; however, Future Environmental Attributes may be created by a Governmental Authority through Laws enacted after the Effective Date. Subject to the final sentence of this Section 3.4(a), and Section
3.5(b), in such event, Buyer shall bear all costs and risks associated with the transfer, qualification, verification, registration and ongoing compliance for such Future Environmental Attributes, but there shall be no increase in the Contract Price. Upon Seller’s receipt of Notice from Buyer of Buyer’s intent to claim such Future Environmental Attributes, the Parties shall determine the 10 necessary actions and additional costs associated with such Future Environmental Attributes.
Seller shall have no obligation to alter the Facility or the operation of the Facility unless the Parties have agreed on all necessary terms and conditions relating to such alteration or change in operation and Buyer has agreed to reimburse Seller for all costs, losses, and liabilities associated with such alteration or change in operation.
(b) If Buyer elects to receive Future Environmental Attributes pursuant to Section 3.4(a), the Parties agree to negotiate in good faith with respect to the development of further agreements and documentation necessary to effectuate the transfer of such Future Environmental Attributes, including agreement with respect to (i) appropriate transfer, delivery and risk of loss mechanisms, and (ii) appropriate allocation of any additional costs to Buyer, as set forth above; provided, that the Parties acknowledge and agree that such terms are not intended to alter the other material terms of this Agreement.
3.5 Reserved.
3.6 Reserved.
3.7 Reserved.
3.8 CEC Certification and Verification. Seller shall take all necessary steps including, but not limited to, making or supporting timely filings with the CEC to maintain CEC Certification and Verification for the Facility throughout the Delivery Term, including compliance with all applicable requirements for certified facilities set forth in the current version of the RPS Eligibility Guidebook (or its successor).
3.9 Reserved.
3.10 Non-Modifiable Standard Terms and Conditions.
(a) Eligibility: Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) the Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) the Project’s output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a Change in Law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. [STC 6]. (b) Transfer of Renewable Energy Credits: Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 08-08-028, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. [STC REC-1]. 11 (c) Tracking of RECs in WREGIS: Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under the contract. [STC REC-2].
(d) Applicable Law: Governing Law. This Agreement and the rights and duties of the Parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the state of California, without regard to principles of conflicts of law. To the extent enforceable at such time, each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement. [STC 17].
ARTICLE 4
OBLIGATIONS AND DELIVERIES
4.1 Delivery.
(a) Energy. Subject to the provisions of this Agreement, commencing on the Delivery Term Start Date and through the end of the Contract Term, Seller shall supply and deliver the Product to Buyer at the Delivery Point, and Buyer shall take delivery of the Product at the Delivery Point in accordance with the terms of this Agreement. Seller will be responsible for paying or satisfying when due any costs or charges imposed in connection with the delivery of Facility Energy to the Delivery Point.
(b) Green Attributes. All Green Attributes associated with the Facility Energy during the Delivery Term are exclusively dedicated to and will be conveyed to Buyer. Seller represents and warrants that Seller holds the rights to all Green Attributes associated with the Facility Energy, and Seller agrees to convey and hereby conveys all such Green Attributes to Buyer as included in the delivery of the Product from the Facility.
4.2 Title and Risk of Loss.
(a) Facility Energy. Title to and risk of loss related to the Facility Energy, shall pass and transfer from Seller to Buyer at the Delivery Point. Seller warrants that all Product delivered to Buyer is free and clear of all liens, security interests, claims and encumbrances of any kind.
(b) Green Attributes. Title to and risk of loss related to the Green Attributes shall pass and transfer from Seller to Buyer upon the transfer of such Green Attributes in accordance with WREGIS.
4.3 Reserved.
4.4 Reserved.
4.5 Reserved.
4.6 Reduction in Delivery Obligation.
12 (a) Forced Facility Outage. Seller shall be permitted to stop or reduce deliveries of Product during any Forced Facility Outage. (b) Water Operations. Seller shall be permitted to stop or reduce deliveries of Product based on water system needs. Seller has represented and disclosed to Buyer that the project generates the Product only when sufficient water resources are available to operate the Facility, and that sufficient water resources are frequently not available or are available in reduced quantities such that maximum Facility Energy is not regularly achieved. Seller makes no warranty or guarantee as to the frequency or quantity of Product, other than the maximums and capacities as stated herein.
(c) System Emergencies and other Curtailment Events. Seller shall be permitted to stop or reduce deliveries of Product during any period of System Emergency, or upon notice of a curtailment order pursuant to the applicable tariff. (d) Force Majeure Event. Seller shall be permitted to stop or reduce deliveries of Product during any Force Majeure Event.
(e) Buyer Event of Default. Seller shall be permitted to stop or reduce deliveries of Product during any period of Buyer Event of Default. (f) Health and Safety. Seller shall be permitted to stop or reduce deliveries of Product as necessary to maintain health and safety pursuant to Section 6.2.
4.7 Reserved.
4.8 WREGIS. Seller shall take all actions and execute all documents or instruments necessary to ensure that (a) all WREGIS Certificates associated with all Renewable Energy Credits corresponding to all Facility Energy are issued and tracked for purposes of satisfying the requirements of the California Renewables Portfolio Standard and transferred in a timely manner to Buyer for Buyer’s sole benefit, and (b) Buyer’s agent is the Qualified Reporting Entity for the Facility during the Term. Seller shall comply with all Laws, including the WREGIS Operating Rules, regarding the certification and transfer of such WREGIS Certificates to Buyer and Buyer shall be given sole title to all such WREGIS Certificates. In addition:
(a) Buyer’s agent shall transfer the WREGIS Certificates using “Recurring Certificate Transfers” (as described in the WREGIS Operating Rules) from Seller’s WREGIS Account to the WREGIS account(s) of Buyer or the account(s) of a designee that Buyer identifies by Notice to Seller (“Buyer’s WREGIS Account”). Seller shall be responsible for all expenses associated with registering the Facility with WREGIS, establishing and maintaining Seller’s WREGIS Account, paying WREGIS Certificate issuance and transfer fees, and transferring WREGIS Certificates from Seller’s WREGIS Account to Buyer’s WREGIS Account. (b) Buyer shall cause Recurring Certificate Transfers to occur on a monthly basis in accordance with the certification procedure established by the WREGIS Operating Rules.
Since WREGIS Certificates will only be created for whole MWh amounts of Facility Energy generated, any fractional MWh amounts (i.e., kWh) will be carried forward until sufficient generation is accumulated for the creation of a WREGIS Certificate. 13 (c) Buyer shall have all right and title to all such WREGIS Certificates upon payment to Seller in accordance with Section 8.2.
(d) A “WREGIS Certificate Deficit” means any deficit or shortfall in WREGIS Certificates delivered to Buyer for a calendar month as compared to the Facility Energy for the same calendar month (“Deficient Month”) caused by an error or omission of Seller. If any WREGIS Certificate Deficit is caused, or the result of any action or inaction by Seller, then the amount of Facility Energy in the Deficient Month shall be reduced by the amount of the WREGIS Certificate Deficit for purposes of calculating Buyer’s payment to Seller under Article 8; provided, however, that such adjustment shall not apply to the extent that Seller resolves the WREGIS Certificate Deficit within ninety (90) days after the Deficient Month. Without limiting Seller’s obligations under this Section 4.8, if a WREGIS Certificate Deficit is caused solely by an error or omission of WREGIS, the Parties shall cooperate in good faith to cause WREGIS to correct its error or omission.
(e) If WREGIS changes the WREGIS Operating Rules after the Effective Date or applies the WREGIS Operating Rules in a manner inconsistent with this Section 4.8 after the Effective Date, the Parties promptly shall modify this Section 4.8 as reasonably required to cause and enable Seller to transfer to Buyer’s WREGIS Account a quantity of WREGIS Certificates for each given calendar month that corresponds to the Facility Energy in the same calendar month.
ARTICLE 5
TAXES
5.1 Allocation of Taxes and Charges. Seller shall pay or cause to be paid all Taxes on or with respect to the Facility or on or with respect to the sale and making available of Product to Buyer, that are imposed on Product prior to its delivery to Buyer at the time and place contemplated under this Agreement. Buyer shall pay or cause to be paid all Taxes on or with respect to the delivery to and purchase by Buyer of Product that are imposed on Product at and after its delivery to Buyer at the time and place contemplated under this Agreement (other than withholding or other Taxes imposed on Seller’s income, revenue, receipts or employees), if any.
If a Party is required to remit or pay Taxes that are the other Party’s responsibility hereunder, such Party shall promptly pay the Taxes due and then seek and receive reimbursement from the other for such Taxes. In the event any sale of Product hereunder is exempt from or not subject to any particular Tax, Buyer shall provide Seller with all necessary documentation within thirty (30) days after the Effective Date to evidence such exemption or exclusion. If Buyer does not provide such documentation, then Buyer shall indemnify, defend, and hold Seller harmless from any liability with respect to Taxes from which Buyer claims it is exempt.
5.2 Cooperation. Each Party shall use reasonable efforts to implement the provisions of and administer this Agreement in accordance with the intent of the Parties to minimize all Taxes, so long as no Party is materially adversely affected by such efforts. The Parties shall cooperate to minimize Tax exposure; provided, however, that neither Party shall be obligated to incur any financial or operational burden to reduce Taxes for which the other Party is responsible hereunder without receiving due compensation therefor from the other Party. All Product delivered by Seller to Buyer hereunder shall be a sale made at wholesale, with Buyer reselling such Product. 14 ARTICLE 6
MAINTENANCE OF THE FACILITY
6.1 Maintenance of the Facility. Seller shall comply with Law and Prudent Operating Practice relating to the operation and maintenance of the Facility and the generation and sale of Product.
6.2 Maintenance of Health and Safety. Seller shall take reasonable safety precautions with respect to the operation, maintenance, repair and replacement of the Facility. If Seller becomes aware of any circumstances relating to the Facility that create an imminent risk of damage or injury to any Person or any Person’s property, Seller shall take prompt, reasonable action to prevent such damage or injury and shall give Notice to Buyer’s emergency contact identified on Exhibit G of such condition. Such action may include, to the extent reasonably necessary, disconnecting and removing all or a portion of the Facility, or suspending the supply of Facility Energy to Buyer.
6.3 Reserved.
ARTICLE 7
METERING
7.1 Metering. Metering will be consistent with the Metering Diagram to be set forth as Exhibit H. Each meter shall be kept under seal, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event Seller breaks a seal, Seller shall notify Buyer as soon as practicable. In addition, Seller hereby agrees to provide all meter data to Buyer in a form reasonably acceptable to Buyer, and consents to Buyer obtaining meter data directly relating to the Facility and all inspection, testing and calibration data and reports.
7.2 Meter Verification. Annually, if Seller has reason to believe there may be a meter malfunction, or upon Buyer’s reasonable request, Seller shall cause the meter to be tested. The tests shall be conducted by independent third parties qualified to conduct such tests. Buyer shall be notified seven (7) days in advance of such tests and have a right to be present during such tests.
If a meter is inaccurate it shall be promptly repaired or replaced.
ARTICLE 8
INVOICING AND PAYMENT; CREDIT
8.1 Billing Statement. Buyer or Buyer’s agent shall be responsible for the collection of meter data and calculation of the invoice for the prior monthly billing period. Buyer or Buyer’s agent shall make good faith efforts to deliver a billing statement to Seller for Product within ten (10) days after the end of the prior monthly billing period. Each billing statement shall reflect (a) records of metered data and the calculation of Facility Energy, and the Contract Price. Seller shall provide notice accepting or disputing the billing statement to Buyer within five (5) Business Days of receipt of the billing statement. Upon Seller’s acceptance of a billing statement, such billing statement shall be deemed an invoice for the purposes of this Article 8. Seller’s dispute of a billing statement shall be resolved pursuant to Section 8.5.
8.2 Payment. Buyer shall make payment to Seller for Product by wire transfer or ACH 15 payment to the bank account provided on each monthly invoice. Payment for undisputed invoice amounts shall be due to the applicable Party twenty (20) Business Days from the date of Seller’s acceptance of the billing statement. Payments made after the due date will be considered late and will bear interest on the unpaid balance. If the amount due is not paid on or before the due date or if any other payment that is due and owing from one Party to another is not paid on or before its applicable due date, a late payment charge shall be applied to the unpaid balance and shall be added to the next billing statement. Such late payment charge shall be calculated based on the annualized prime rate published on the date of the invoice in The Wall Street Journal or, if The Wall Street Journal is not published on that day, the next succeeding date of publication, plus two percent (2%) (the “Interest Rate”). If the due date occurs on a day that is not a Business Day, the late payment charge shall begin to accrue on the next succeeding Business Day.
8.3 Books and Records. To facilitate payment and verification, each Party shall maintain all books and records necessary for billing and payments, including copies of all invoices under this Agreement, for a period of at least four (4) years or as otherwise required by Law. Upon ten (10) Business Days’ Notice to the other Party, either Party shall be granted reasonable access to the accounting books and records within the possession or control of the other Party pertaining to all invoices generated pursuant to this Agreement. Seller acknowledges that in accordance with California Government Code Section 8546.7, Seller may be subject to audit by the California State Auditor with regard to Seller’s performance of this Agreement because the compensation under this Agreement exceeds $10,000.
8.4 Payment Adjustments; Billing Errors. Payment adjustments shall be made if Buyer or Seller discovers there have been good faith inaccuracies in invoicing that are not otherwise disputed under Section 8.5. If the required adjustment is in favor of Buyer, Buyer’s next monthly payment shall be credited in an amount equal to the adjustment. If the required adjustment is in favor of Seller, Seller shall add the adjustment amount to Buyer’s next monthly billing statement. Adjustments in favor of either Buyer or Seller shall bear interest, until settled in full, in accordance with Section 8.2, accruing from the date on which the adjusted amount should have been due.
8.5 Billing Disputes. A Party may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice rendered under this Agreement or adjust any invoice for any arithmetic or computational error within twelve (12) months of the date the invoice, or adjustment to an invoice, was rendered. In the event an invoice or portion thereof, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within five (5) Business Days of such resolution along with interest accrued at the Interest Rate from and including the original due date to but excluding the date paid. Inadvertent overpayments shall be returned via adjustments in accordance with Section 8.4. Any dispute with respect to an invoice is waived if the other Party is not notified in accordance with this Section 8.5 within twelve (12) months after the invoice is rendered or subsequently adjusted, except to the extent any misinformation was from a third party not affiliated with any Party and such third party corrects its information after the twelve-month period. If an invoice is not rendered within twelve 16 (12) months after the close of the month during which performance occurred, the right to payment for such performance is waived.
ARTICLE 9
NOTICES
9.1 Addresses for the Delivery of Notices Any Notice required, permitted, or contemplated hereunder shall be in writing, shall be addressed to the Party to be notified at the address set forth on Exhibit G or at such other address or addresses as a Party may designate for itself from time to time by Notice hereunder.
9.2 Acceptable Means of Delivering Notice. Each Notice required, permitted, or contemplated hereunder shall be deemed to have been validly served, given or delivered as follows: (a) if sent by United States mail with proper first class postage prepaid, three (3) Business Days following the date of the postmark on the envelope in which such Notice was deposited in the United States mail; (b) if sent by a regularly scheduled overnight delivery carrier with delivery fees either prepaid or an arrangement with such carrier made for the payment of such fees, the next Business Day after the same is delivered by the sending Party to such carrier; (c) if sent by electronic communication (including electronic mail or other electronic means) and if concurrently with the transmittal of such electronic communication the sending Party provides a copy of such electronic Notice by hand delivery or express courier, or if receipt is acknowledged by the other Party, at the time indicated by the time stamp upon delivery; or (d) if delivered in person, upon receipt by the receiving Party. Notwithstanding the foregoing, Notices of outages or other scheduling or dispatch information or requests, may be sent by electronic communication and shall be considered delivered upon successful completion of such transmission.
ARTICLE 10
FORCE MAJEURE
10.1 Definition.
(a) “Force Majeure Event” means any act or event that delays or prevents a Party from timely performing all or a portion of its obligations under this Agreement or from complying with all or a portion of the conditions under this Agreement if such act or event, despite the exercise of reasonable efforts, cannot be avoided by and is beyond the reasonable control (whether direct or indirect) of and without the fault or negligence of the Party relying thereon as justification for such delay, nonperformance, or noncompliance. (b) Without limiting the generality of the foregoing, so long as the following events, despite the exercise of reasonable efforts, cannot be avoided by, and are beyond the reasonable control (whether direct or indirect) of and without the fault or negligence of the Party relying thereon as justification for such delay, nonperformance or noncompliance, a Force Majeure Event may include a change in water conditions or operational restrictions that limits Facility operations or causes the Facility to no longer be capable of generating energy; an act of God or the elements, such as flooding, lightning, hurricanes, tornadoes, or ice storms; explosion; fire; volcanic eruption; flood; epidemic; landslide; mudslide; sabotage; terrorism; earthquake; or other cataclysmic events; an act of public enemy; war; blockade; civil insurrection; riot; civil 17 disturbance; or strikes or other labor difficulties caused or suffered by a Party or any third party except as set forth below.
(c) Notwithstanding the foregoing, the term “Force Majeure Event” does not include (i) economic conditions that render a Party’s performance of this Agreement at the Contract Price unprofitable or otherwise uneconomic (including an increase in component costs for any reason, including foreign or domestic tariffs, Buyer’s ability to buy electric energy at a lower price, or Seller’s ability to sell the Product, or any component thereof, at a higher price, than under this Agreement); (ii) Seller’s inability to obtain permits or approvals of any type for the operation or maintenance of the Facility, except to the extent such inability is caused by a Force Majeure Event; (iii) the inability of a Party to make payments when due under this Agreement, unless the cause of such inability is an event that would otherwise constitute a Force Majeure Event as described above that disables physical or electronic facilities necessary to transfer funds to the payee Party; or (iv) a Curtailment Order, unless caused by a Force Majeure Event.
10.2 No Liability If a Force Majeure Event Occurs. Neither Seller nor Buyer shall be liable to the other Party in the event it is prevented from performing its obligations hereunder in whole or in part due to a Force Majeure Event. The Party rendered unable to fulfill any obligation by reason of a Force Majeure Event shall take reasonable actions necessary to remove such inability. Nothing herein shall be construed as permitting that Party to continue to fail to perform after said cause has been removed. Neither Party shall be considered in breach or default of this Agreement if and to the extent that any failure or delay in the Party’s performance of one or more of its obligations hereunder is caused by a Force Majeure Event.
10.3 Notice. In the event of any delay or nonperformance resulting from a Force Majeure Event, the Party suffering the Force Majeure Event shall (a) as soon as practicable notify the other Party in writing of the nature, cause, estimated date of commencement thereof, and the anticipated extent of any delay or interruption in performance, and (b) notify the other Party in writing of the cessation or termination of such Force Majeure Event, all as known or estimated in good faith by the affected Party; provided, however, that a Party’s failure to give timely Notice shall not affect such Party’s ability to assert that a Force Majeure Event has occurred unless the delay in giving Notice materially prejudices the other Party.
ARTICLE 11
DEFAULTS; REMEDIES; TERMINATION
11.1 Events of Default. An “Event of Default” shall mean, (a) with respect to a Party (the “Defaulting Party”) that is subject to the Event of Default the occurrence of any of the following:
(i) the failure by such Party to make, when due, any payment required pursuant to this Agreement and such failure is not remedied within ten (10) Business Days after Notice thereof;
(ii) any representation or warranty made by such Party herein is false or misleading in any material respect when made or when deemed made or repeated, and such default is not remedied within thirty (30) days after Notice thereof (or such longer additional period, not 18 to exceed an additional sixty (60) days, if the Defaulting Party is unable to remedy such default within such initial thirty (30) days period despite exercising commercially reasonable efforts); (iii) the failure by such Party to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Event of Default set forth in this Section 11.1) and such failure is not remedied within thirty (30) days after Notice thereof (or such longer additional period, not to exceed an additional ninety (90) days, if the Defaulting Party is unable to remedy such default within such initial thirty (30) days period despite exercising commercially reasonable efforts);
(iv) such Party becomes Bankrupt;
(v) such Party assigns this Agreement or any of its rights hereunder other than in compliance with Section 14.1; or
(vi) such Party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer, the resulting, surviving or transferee entity fails to assume all the obligations of such Party under this Agreement to which it or its predecessor was a party by operation of Law or pursuant to an agreement reasonably satisfactory to the other Party. (b) with respect to Seller as the Defaulting Party, the occurrence of any of the following:
(i) if at any time during the Delivery Term, Seller delivers or attempts to deliver electric energy to the Delivery Point for sale under this Agreement that was not generated by the Facility; and
(ii) the failure by Seller to begin deliveries of Facility Energy within sixty (60) days after the Delivery Term Start Date.
11.2 Remedies; Declaration of Early Termination Date. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the other Party (“Non-Defaulting Party”) shall have the following rights:
(a) to send Notice, designating a day, no earlier than the day such Notice is deemed to be received and no later than twenty (20) days after such Notice is deemed to be received, as an early termination date of this Agreement (“Early Termination Date”) that terminates this Agreement (the “Terminated Transaction”) and ends the Delivery Term effective as of the Early Termination Date;
(b) to accelerate all amounts owing between the Parties, and to collect as liquidated damages the Termination Payment calculated in accordance with Section 11.3 below; (c) to withhold any payments due to the Defaulting Party under this Agreement; (d) to suspend performance; or
19 (e) to exercise any other right or remedy available at law or in equity, including specific performance or injunctive relief, except to the extent such remedies are expressly limited under this Agreement;
provided, that payment by the Defaulting Party of the Termination Payment, as applicable, shall constitute liquidated damages and the Non-Defaulting Party’s sole and exclusive remedy for any Terminated Transaction and the Event of Default related thereto.
11.3 Termination Payment. The termination payment (“Termination Payment”) for a Terminated Transaction shall be the aggregate of all Settlement Amounts plus any or all other amounts due to or from the Non-Defaulting Party (as of the Early Termination Date) netted into a single amount. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount for the Terminated Transaction as of the Early Termination Date. The Settlement Amount shall not include Gains, Losses, consequential, incidental, punitive, exemplary, indirect or business interruption damages. Without prejudice to the Non-Defaulting Party’s duty to mitigate, the Non-Defaulting Party shall not have to enter into replacement transactions to establish a Settlement Amount. Each Party agrees and acknowledges that (a) the actual damages that the Non-Defaulting Party would incur in connection with a Terminated Transaction would be difficult or impossible to predict with certainty, (b) the Termination Payment described in this Section 11.3 is a reasonable and appropriate approximation of such damages, and (c) the Termination Payment described in this Section 11.3 is the exclusive remedy of the Non-Defaulting Party in connection with a Terminated Transaction but shall not otherwise act to limit any of the Non-Defaulting Party’s rights or remedies if the Non-Defaulting Party does not elect the Termination Payment (as applicable) as its remedy for an Event of Default by the Defaulting Party.
11.4 Notice of Payment of Termination Payment. As soon as practicable after a Terminated Transaction, Notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is due to or from the Non-Defaulting Party. The Notice shall include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Termination Payment shall be made to or from the Non-Defaulting Party, as applicable, within ten (10) Business Days after such Notice is effective.
11.5 Disputes With Respect to Termination Payment. If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be determined in accordance with Article 15.
11.6 Rights And Remedies Are Cumulative Except where an express and exclusive remedy or measure of liquidated damages is provided, the rights and remedies of a Party pursuant to this Article 11 shall be cumulative and in addition to the rights of the Parties otherwise provided in this Agreement.
20 ARTICLE 12
LIMITATION OF LIABILITY AND EXCLUSION OF WARRANTIES.
12.1 No Consequential Damages. EXCEPT TO THE EXTENT PART OF AN
EXPRESS REMEDY OR MEASURE OF DAMAGES HEREIN OR INCLUDED IN A
LIQUIDATED DAMAGES CALCULATION, OR ARISING FROM FRAUD OR
INTENTIONAL MISREPRESENTATION, NEITHER PARTY SHALL BE LIABLE TO THE
OTHER OR ITS INDEMNIFIED PERSONS FOR ANY SPECIAL, PUNITIVE, EXEMPLARY,
INDIRECT, OR CONSEQUENTIAL DAMAGES, OR LOSSES OR DAMAGES FOR LOST
REVENUE OR LOST PROFITS, WHETHER FORESEEABLE OR NOT, ARISING OUT OF,
OR IN CONNECTION WITH THIS AGREEMENT, BY STATUTE, IN TORT OR CONTRACT.
12.2 Waiver and Exclusion of Other Damages. EXCEPT AS EXPRESSLY SET
FORTH HEREIN, THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND
MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. ALL LIMITATIONS OF LIABILITY CONTAINED IN
THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THOSE PERTAINING TO SELLER’S LIMITATION OF LIABILITY AND THE PARTIES’ WAIVER OF
CONSEQUENTIAL DAMAGES, SHALL APPLY EVEN IF THE REMEDIES FOR BREACH OF WARRANTY PROVIDED IN THIS AGREEMENT ARE DEEMED TO “FAIL OF THEIR ESSENTIAL PURPOSE” OR ARE OTHERWISE HELD TO BE INVALID OR UNENFORCEABLE.
FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS AND EXCLUSIVE
REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR
MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO
REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES ONLY.
TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, INCLUDING UNDER SECTIONS 4.8, 11.2 AND 11.3, THE PARTIES
ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO
DETERMINE, THAT OTHERWISE OBTAINING AN ADEQUATE REMEDY IS
INCONVENIENT, AND THAT THE LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF THE ANTICIPATED HARM OR LOSS. IT IS THE
INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES
AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR
CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY,
WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. THE PARTIES HEREBY WAIVE ANY RIGHT TO CONTEST SUCH PAYMENTS AS AN UNREASONABLE PENALTY.
21 THE PARTIES ACKNOWLEDGE AND AGREE THAT MONEY DAMAGES AND THE
EXPRESS REMEDIES PROVIDED FOR HEREIN ARE AN ADEQUATE REMEDY FOR THE
BREACH BY THE OTHER OF THE TERMS OF THIS AGREEMENT, AND EACH PARTY
WAIVES ANY RIGHT IT MAY HAVE TO SPECIFIC PERFORMANCE WITH RESPECT TO ANY OBLIGATION OF THE OTHER PARTY UNDER THIS AGREEMENT.
ARTICLE 13
REPRESENTATIONS AND WARRANTIES; AUTHORITY
13.1 Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants as follows:
(a) Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and is qualified to conduct business in the state of California.
(b) Seller has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Seller’s performance under this Agreement. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary limited liability company action on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller. (c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Seller, subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. (d) This Agreement has been duly executed and delivered by Seller. This Agreement is a legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. (e) The Facility is located in the State of California. (f) As between Buyer and Seller, Seller will be responsible for obtaining all permits and permissions necessary to operate and maintain the Facility, including taking all necessary actions to permit the Facility to export Facility Energy. 22 13.2 Buyer’s Representations and Warranties As of the Effective Date, Buyer represents and warrants as follows:
(a) Buyer is a joint powers authority and a validly existing community choice aggregator, duly organized, and in good standing under the laws of the State of California and the rules, regulations and orders of the California Public Utilities Commission, and is qualified to conduct business in each jurisdiction of the Joint Powers Agreement members. All Persons making up the governing body of Buyer are the elected or appointed incumbents in their positions and hold their positions in good standing in accordance with the Joint Powers Agreement and other Law. (b) Buyer has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Buyer’s performance under this Agreement. The execution, delivery and performance of this Agreement by Buyer has been duly authorized by all necessary action on the part of Buyer and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Buyer or any other party to any other agreement with Buyer.
(c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Buyer with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Buyer, the documents of formation of Buyer or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Buyer is a party or by which any of its property is bound.
(d) This Agreement has been duly executed and delivered by Buyer. This Agreement is a legal, valid and binding obligation of Buyer enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. (e) Buyer warrants and covenants that with respect to its contractual obligations under this Agreement, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (1) suit, (2) jurisdiction of court (provided that such court is located within a venue permitted in law and under the Agreement), (3) relief by way of injunction, order for specific performance or recovery of property, (4) attachment of assets, or (5) execution or enforcement of any judgment; provided, however that nothing in this Agreement shall waive the obligations or rights set forth in the California Tort Claims Act (Government Code Section 810 et seq.).
(f) Buyer is a “local public entity” as defined in Section 900.4 of the Government Code of the State of California.
23 13.3 General Covenants Each Party covenants that commencing on the Effective Date and continuing throughout the Contract Term:
(a) It shall continue to be duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and to be qualified to conduct business in California and each jurisdiction where the failure to so qualify would have a material adverse effect on its business or financial condition;
(b) It shall maintain (or obtain from time to time as required) all regulatory authorizations, approvals, and permits necessary for it to legally perform its obligations under this Agreement; and
(c) It shall perform its obligations under this Agreement in compliance with all terms and conditions in its governing documents and in material compliance with any Law.
ARTICLE 14
ASSIGNMENT
14.1 General Prohibition on Assignments. Neither Party may voluntarily assign this Agreement or its rights or obligations under this Agreement, without the prior written consent of the other Party, such consent not to be unreasonably withheld. Any assignment made without required written consent, or in violation of the conditions to assignment set out below, shall be null and void.
ARTICLE 15
DISPUTE RESOLUTION
15.1 Venue. The Parties agree that any suit, action or other legal proceeding by or against any party (or its affiliates or designees) with respect to or arising out of this Agreement shall be brought in the federal courts of the United States or the courts of the State of California sitting in San Diego County, California.
15.2 Dispute Resolution. In the event of any dispute arising under this Agreement, within ten (10) days following the receipt of a written Notice from either Party identifying such dispute, the Parties shall meet, negotiate and attempt, in good faith, to resolve the dispute quickly, informally and inexpensively. If the Parties are unable to resolve a dispute arising hereunder within the earlier of either thirty (30) days of initiating such discussions, or within forty (40) days after Notice of the dispute, the Parties shall submit the dispute to mediation prior to seeking any and all remedies available to it at Law in or equity. The Parties will cooperate in selecting a qualified neutral mediator selected from a panel of neutrals and in scheduling the time and place of the mediation as soon as reasonably possible, but in no event later than thirty (30) days after the request for mediation is made. The Parties agree to participate in the mediation in good faith and to share the costs of the mediation, including the mediator’s fee, equally, but such shared costs shall not include each Party’s own attorneys’ fees and costs, which shall be borne solely by such Party. If the mediation is unsuccessful, then either Party may seek any and all remedies available to it at law or in equity, subject to the limitations set forth in this Agreement. 24 ARTICLE 16
RESERVED
ARTICLE 17
RESERVED
ARTICLE 18
CONFIDENTIAL INFORMATION
18.1 Definition of Confidential Information. The following constitutes “Confidential Information,” whether oral or written which is delivered by Seller to Buyer or by Buyer to Seller including: (a) the terms and conditions of, and proposals and negotiations related to, this Agreement, and (b) information that either Seller or Buyer stamps or otherwise identifies as “confidential” or “proprietary” before disclosing it to the other. Confidential Information does not include (i) information that was publicly available at the time of the disclosure, other than as a result of a disclosure in breach of this Agreement; (ii) information that becomes publicly available through no fault of the recipient after the time of the delivery; (iii) information that was rightfully in the possession of the recipient (without confidential or proprietary restriction) at the time of delivery or that becomes available to the recipient from a source not subject to any restriction against disclosing such information to the recipient; and (iv) information that the recipient independently developed without a violation of this Agreement.
18.2 Duty to Maintain Confidentiality. Confidential Information will retain its character as Confidential Information but may be disclosed by the recipient (the “Receiving Party”) if and to the extent such disclosure is required (a) to be made by any requirements of Law, (b) pursuant to an order of a court or (c) in order to enforce this Agreement. If the Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, summons, civil investigative demands, or similar processes or otherwise in connection with any litigation or to comply with any applicable law, order, regulation, ruling, regulatory request, accounting disclosure rule or standard or any exchange, control area or independent system operator request or rule) to disclose any Confidential Information of the disclosing Party (the “Disclosing Party”), Receiving Party shall provide Disclosing Party with prompt notice so that Disclosing Party, at its sole expense, may seek an appropriate protective order or other appropriate remedy. If the Disclosing Party takes no such action after receiving the foregoing notice from the Receiving Party, the Receiving Party is not required to defend against such request and shall be permitted to disclose such Confidential Information of the Disclosing Party, with no liability for any damages that arise from such disclosure. Each Party hereto acknowledges and agrees that information and documentation provided in connection with this Agreement is subject to the California Public Records Act (Government Code Section 7920 et seq.) and the California Civil Discovery Act (California Code of Civil Procedure Section 2016.010).
18.3 Irreparable Injury; Remedies. Receiving Party acknowledges that its obligations hereunder are necessary and reasonable in order to protect Disclosing Party and the business of Disclosing Party, and expressly acknowledges that monetary damages would be inadequate to compensate Disclosing Party for any breach or threatened breach by Receiving Party of any covenants and agreements set forth in this Article 18. Accordingly, Receiving Party acknowledges that any such breach or threatened breach will cause irreparable injury to Disclosing Party and 25 that, in addition to any other remedies that may be available, in law, in equity or otherwise, Disclosing Party will be entitled to obtain injunctive relief against the threatened breach of this Article 18 or the continuation of any such breach, without the necessity of proving actual damages.
ARTICLE 19
MISCELLANEOUS
19.1 Entire Agreement; Integration; Exhibits. This Agreement, together with the Cover Sheet and Exhibits attached hereto constitutes the entire agreement and understanding between Seller and Buyer with respect to the subject matter hereof and supersedes all prior agreements relating to the subject matter hereof, which are of no further force or effect. The Exhibits attached hereto are integral parts hereof and are made a part of this Agreement by reference. The headings used herein are for convenience and reference purposes only. In the event of a conflict between the provisions of this Agreement and those of the Cover Sheet or any Exhibit, the provisions of first the Cover Sheet, and then this Agreement shall prevail, and such Exhibit shall be corrected accordingly. This Agreement shall be considered for all purposes as prepared through the joint efforts of the Parties and shall not be construed against one Party or the other Party as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution hereof.
19.2 Amendments. This Agreement may only be amended, modified or supplemented by an instrument in writing executed by duly authorized representatives of Seller and Buyer; provided, that, for the avoidance of doubt, this Agreement may not be amended by electronic mail communications.
19.3 No Waiver. Waiver by a Party of any default by the other Party shall not be construed as a waiver of any other default.
19.4 No Agency, Partnership, Joint Venture or Lease. Seller and the agents and employees of Seller shall, in the performance of this Agreement, act in an independent capacity and not as officers or employees or agents of Buyer. Under this Agreement, Seller and Buyer intend to act as energy seller and energy purchaser, respectively, and do not intend to be treated as, and shall not act as, partners in, co-venturers in or lessor/lessee with respect to the Facility or any business related to the Facility. This Agreement shall not impart any rights enforceable by any third party (other than a permitted successor or assignee bound to this Agreement or, to the extent set forth herein, any Lender or Indemnified Party).
19.5 Severability. In the event that any provision of this Agreement is unenforceable or held to be unenforceable, the Parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. The Parties shall, however, use their best endeavors to agree on the replacement of the void, illegal or unenforceable provision(s) with legally acceptable clauses which correspond as closely as possible to the sense and purpose of the affected provision and this Agreement as a whole.
19.6 Mobile-Sierra. Notwithstanding any other provision of this Agreement, neither Party shall seek, nor shall they support any third party seeking, to prospectively or retroactively revise the rates, terms or conditions of service of this Agreement through application or complaint 26 to FERC pursuant to the provisions of Section 205, 206 or 306 of the Federal Power Act, or any other provisions of the Federal Power Act, absent prior written agreement of the Parties. Further, absent the prior written agreement in writing by both Parties, the standard of review for changes to the rates, terms or conditions of service of this Agreement proposed by a Party shall be the “public interest” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956). Changes proposed by a non-Party or FERC acting sua sponte shall be subject to the most stringent standard permissible under applicable law.
19.7 Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument and each of which shall be deemed an original. The Parties may rely on documents signed with digital signatures as originals.
19.8 Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
19.9 No Recourse to Members of Buyer. Buyer is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) pursuant to its Joint Powers Agreement and is a public entity separate from its constituent members. Buyer shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Seller shall have no rights and shall not make any claims, take any actions or assert any remedies against any of Buyer’s constituent members, or the employees, directors, officers, consultants or advisors or Buyer or its constituent members, in connection with this Agreement.
19.10 Forward Contract. The Parties acknowledge and agree that this Agreement constitutes a “forward contract” within the meaning of the U.S. Bankruptcy Code, and Buyer and Seller are “forward contract merchants” within the meaning of the U.S. Bankruptcy Code. Each Party further agrees that, for all purposes of this Agreement, each Party waives and agrees not to assert the applicability of the provisions of 11 U.S.C. § 366 in any bankruptcy proceeding wherein such Party is a debtor. In any such proceeding, each Party further waives the right to assert that the other Party is a provider of last resort to the extent such term relates to 11 U.S.C. §366 or another provision of 11 U.S.C. § 101-1532.
19.11 Further Assurances. Each of the Parties hereto agree to provide such information, execute and deliver any instruments and documents and to take such other actions as may be necessary or reasonably requested by the other Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumptions of obligations other than those provided for in this Agreement, to give full effect to this Agreement and to carry out the intent of this Agreement.
[Signatures on following page]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Effective Date.
CARLSBAD MUNICIPAL WATER
DISTRICT, a municipal water district
and subsidiary district of the City of
Carlsbad
By:
Name:
Title:
Date:
CLEAN ENERGY ALLIANCE, a
California joint powers authority
By:
Name: Gregory Wade
Title: Chief Executive Officer
Date:
Approved as to form:
CINDIE K. McMAHON, General Counsel
By:
Name: Tim Lyons
Title: Assistant General Counsel
Approved as to form:
By:
Name: Johanna N. Canlas
Title: General Counsel
Exhibit A - 1
EXHIBIT A
FACILITY DESCRIPTION
Site Name: Maerkle Pressure Control Hydroelectric Generator Site includes all or some of the following APNs: 7601668600 County: San Diego
Type of Facility: Hydroelectric Facility
Operating Characteristics of Facility:
Contract Capacity: 100 kW
Total Facility Capacity: 100 kW (net, at the Delivery Point) Delivery Point: the Facility Meter
Participating Transmission Owner: San Diego Gas & Electric Company Exhibit B - 1
EXHIBIT B
RESERVED
Exhibit C - 1
EXHIBIT C
COMPENSATION
Buyer shall compensate Seller for the Product in accordance with this Exhibit C. (a) Facility Energy. For each MWh of Facility Energy in each month, Buyer shall pay Seller the Contract Price.
Exhibit D - 1
EXHIBIT D
RESERVED
Exhibit E - 1
EXHIBIT E
RESERVED
Exhibit F-1 - 1
EXHIBIT F-1
RESERVED
Exhibit F-2 - 1
EXHIBIT F-2
RESERVED
Exhibit G - 1
EXHIBIT G
NOTICES
Exhibit H - 1
EXHIBIT H
METERING DIAGRAM
Staff Report
DATE: July 31, 2025
TO: Clean Energy Alliance Board of Directors
FROM: Gregory Wade, Chief Executive Officer
ITEM 4: Consider Adoption of Resolution No. 2025-032 Approving of 5-Year Resource Adequacy (RA) Confirmation with Sempra Gas & Power Marketing, LLC and Authorizing Execution of the Resource Adequacy Confirmation
RECOMMENDATION:
That the Clean Energy Alliance (CEA) Board of Directors (Board) Adopt Resolution No. 2025-032 approving the 5-Year Resource Adequacy (RA) Confirmation with Sempra Gas & Power Marketing (Sempra) that supports the project’s continued development under CAISO’s transmission planning and deliverability processes while granting exclusivity to CEA to negotiate a Power Purchase Agreement (PPA) at a later date for the San Diego local hybrid resource totaling 275 MW of photovoltaic solar energy and 275 MW of 4- hour battery storage. Additionally, that the Board authorizes the Chief Executive Officer to execute the Confirmation, subject to Transactions Attorney approval of the form and any changes.
BACKGROUND AND DISCUSSION:
CEA’s governing board has approved a minimum 50 percent renewable energy supply portfolio for all participating customers, increasing to 100 percent by 2035. This exceeds the state’s Renewable Portfolio Standard mandate that 60% of electricity be renewable by 2030. In addition to CEA’s environmental goals, long-term agreements for new-build renewable energy and storage projects are critical to meeting CEA’s financial and regulatory compliance goals and requirements and will serve as a core component of CEA’s power supply portfolio. These long-term agreements provide project developers with reliable revenues against which they can finance upfront capital requirements for new projects, meaning that each long-term agreement that CEA signs with a developing facility will underpin a new, incremental renewable energy and/or capacity project. Furthermore, long-term PPAs lock in power supply costs around which CEA can build its portfolio and financial forecast.
Like CEA, many other load serving entities (LSEs) have renewable energy power supply goals more ambitious than the state mandate and are therefore seeking to sign new-build development agreements with project developers. Unfortunately, new projects have been heavily impacted by interconnection issues in California Independent System Operator (CAISO) territory, oftentimes experiencing delays in project development and a lack of deliverability. In an effort to address interconnection issues and overcrowding of interconnection queues, CAISO has developed a Transmission Plan Deliverability process to help prioritize which energy projects in its interconnection queues should be advanced to reserve capacity and deliver electricity onto the grid.
July 31, 2025
RA with Sempra Gas & Power Marketing