community workshops and give presentations. CEA has been busy with many of these scheduled outreach efforts. Recent events and presentations that CEA participated in:
DATE DESCRIPTION CITY
March 26, 2026 Meet the City Oceanside
March 27, 2026 CEA Sponsorship Night at Frontwave Arena Oceanside April 4, 2026 Earth Day Event Escondido
April 10, 2026 Vista High School Career Internship Class Vista April 15, 2026 Green Business Expo Carlsbad
April 23, 2026 Del Mar Climate Symposium Del Mar
April 23, 2026 Palomar College Earth Week San Marcos
April 24, 2026 Dr. Bronners Earth Week Extravaganza Carlsbad April 25, 2026 Earth Day/ Dia del Niño Oceanside
Upcoming events in which CEA will be participating include:
DATE DESCRIPTION CITY
April 30, 2026 Graze at the Fields Carlsbad
May 1, 2026 Community Alliance for Escondido (CAFÉ) Online May 4, 2026 Green Business Recognition Mixer Carlsbad
May 6, 2026 North San Diego Business Chamber Online
May 12-14, 2026 CalCCA Conference Sacramento
May 17, 2026 Escondido Street Festival Escondido
May 28, 2026 CEA 5-Year Anniversary Carlsbad
May 30-31, 2026 Fiesta del Sol Solana Beach
Call Center Activity and Participation Statistics
The following chart reflects customer activity through April 1, 2026. 540
420
516
643
678 693
738
449
517 531 524 542
0 100
200
300
400
500
600
700
800
Apr 25 May 25 Jun 25 Jul 25 Aug 25 Sep 25 Oct 25 Nov 25 Dec 25 Jan 26 Feb 26 Mar 26 Total Calls Calls Connected to Agents -
April 30, 2026
CEO Admin. Report
Call volumes to CEA’s Call Center increased 3% from February 2026 to March 2026. The most common call topics for all customers (commercial and residential) were related to Net Energy Metering, billing inquiries and Net Energy Metering cash out requests.
The total number of calls received, response times, and call duration through April 1, 2026, were as follows:
Call Center Monthly Summary – March 2026
Stats by Month Mar Feb Jan Dec Total
Total Calls 542 524 531 517 35,444
Total Calls Connected to
Agents 540 520 525 513 34,792
Average Seconds to Answer 0:00:04 0:00:08 0:00:09 0:00:06 Average Call Duration 0:00:18 0:09:12 0:08:45 0:09:27
The following table reflects enrollments in CEA’s power supply products by city. As of April 1, 2026, CEA has a total of 256,877 enrolled customer accounts as follows:
Member City Eligible
Accounts
Clean Impact –
50%
Renewable
Clean Impact
Plus - 75%
Carbon Free
Green Impact –
100%
Renewable
Participation Rate
Carlsbad 55380 189 49443 659 91%
Del Mar 3028 9 2757 71 94%
Escondido 57370 175 53480 69 94%
Oceanside 74789 232 69343 103 93%
San Marcos 38156 130 35395 71 93%
Solana Beach 7982 17 7144 149 92%
Vista 39598 93 37009 339 94%
TOTAL 276,303 845 254,571 1,461 93%
Solar Plus and Battery Bonus Update
As of April 14, participation in the Solar Plus program remains steady. The program currently has 24 active applicants and 13 participants with fully installed systems that have received Permission to Operate (PTO), including three participants who received PTO in February and March 2026. Battery Bonus has three active applicants and two participants with operational systems.
Self-Generation Incentive Program (SGIP) funding has been nearly exhausted and new Solar Plus Connect and Battery Bonus Connect applications are limited to the waitlist. Solar Plus Connect has 34 active applicants and Battery Bonus Connect has 56, quantities that are subject to change if waitlist applications are approved or funding applications are rejected. Battery Bonus Connect has 30 systems installed with PTO. In the chart below, Complete means a system has been installed and has received PTO.
April 30, 2026
CEO Admin. Report
Member
City
Solar Plus Solar Plus
Connect
Battery Bonus Battery Bonus
Connect
Status Active Complete Active Complete Active Complete Active Complete Carlsbad 2 1 3 0 1 2 5 5
Del Mar 0 0 1 0 0 0 1 0
Escondido 5 5 13 0 1 0 7 5
Oceanside 8 3 6 0 0 0 3 10
San Marcos 5 2 3 0 0 0 5 3
Solana
Beach
0 0 1 0 0 0 1 0
Vista 4 2 7 0 1 0 4 7
TOTAL 24 13 34 0 3 2 26 30
SGIP funding for Solar Plus Connect and Battery Bonus Connect totals $970,490 and $1,131,995 respectively, in either approved or submitted funding. SGIP funding applied to Connect program customers may fluctuate as applications are reviewed, adjusted and approved. A breakdown of SGIP funding by member city is provided in the following table.
Member City Solar Plus Connect Battery Bonus Connect
Carlsbad $85,120 $178,200
Del Mar $26,032 $19,800
Escondido $398,748 $237,600
Oceanside $180,315 $246,599
San Marcos $89,877 $158,400
Solana Beach $25,426 $19,800
Vista $164,972 $271,596
TOTAL $970,490 $1,131,995
PeakSmart Savers Update
As of April 14, 2026, the PeakSmart Savers program has 53 active participants. Enrollment increased by three since last month’s update, showing a small increase as CEA’s presence at community events ramps up with Earth Month underway. PeakSmart enrollment by member city is as follows:
Member City PeakSmart Savers Participants
Carlsbad 11
Del Mar 1
Escondido 7
Oceanside 16
San Marcos 3
Solana Beach 0
Vista 15
TOTAL 53
FISCAL IMPACT:
There is no fiscal impact with this action.
April 30, 2026
CEO Admin. Report
Submitted for Board consideration:
___________________________________
Gregory Wade
Chief Executive Officer
ATTACHMENTS: None.
Staff Report
DATE: April 30, 2026
TO: Clean Energy Alliance Board of Directors
FROM: Gregory Wade, Chief Executive Officer
ITEM 7: Receive Regulatory Update from Keyes & Fox
RECOMMENDATION:
Receive the Regulatory Update from Keyes & Fox.
BACKGROUND AND DISCUSSION:
Clean Energy Alliance (CEA) contracts with Keyes & Fox for regulatory advocacy activities. Each month, Keyes & Fox provides an update to the CEA Board on key items of interest. This month’s update will focus on the current electric rate design Order Instituting Rulemaking (OIR) and its intersections with related regulatory proceedings, as well as recent developments in the Load Management Standards (LMS) rulemaking, including the California Energy Commission’s plans to reopen the docket to address data‑access issues.
FISCAL IMPACT:
There is no fiscal impact from this action.
Submitted for Board consideration:
___________________________________
Gregory Wade
Chief Executive Officer
ATTACHMENTS:
A. Keyes & Fox April Regulatory Memo
~
CLEAN ENERGY ALLIANCE
1 Clean Energy Alliance
Regulatory Monitoring Report
To: Clean Energy Alliance (CEA) Board of Directors
From:
Tim Lindl, Partner, Keyes & Fox LLP
Jacob Schlesinger, Partner, Keyes & Fox LLP
Jason Hoyle, Director of Research, EQ Research LLC
Subject: Monthly Regulatory Memo
Date: April 20, 2026
Keyes & Fox LLP and EQ Research LLC are pleased to provide CEA’s Board of Directors with this informational memo describing recent developments in key California regulatory and compliance-related updates from the California Public Utilities Commission (CPUC). Additional information is available in CEA’s Digest of Regulatory Updates.
NEW Electric Rate Design (R.26-04-009)
• On April 10, the CPUC issued an Order instituting a new rulemaking proceeding, R.26-04-009, to establish advanced electric rate design policies to update residential and non-residential rate structures, including for data centers. Comments on the preliminary scope and preliminary schedule are due by May 11 and reply comments are due by May 21.
• The proceeding is focused on enhancing reliability, affordability, and equity. It will address rate components such as time-of-use rates, demand charges, base service charges, and some nonbypassable customer charges for certain industrial customers that utilize process heat recovery technology. Additionally, rate design options that support electrification for large commercial and industrial customers, and rate design options for data centers and other large load customers are topics identified in the preliminary scope.
NEW SDG&E 2028-2035 Energy Efficiency Rolling Portfolio Business Plan (A.26-03-012) • On March 16, SDG&E filed an Application (Docket A.26-03-012) requesting approval of its 2028-2035 Energy Efficiency (EE) Rolling Portfolio Business Plan Application. A March 18 Ruling extended the response deadline, and protests are due May 1 and replies are due May 18.
RPS (R.24-01-017)
• On March 27, the CPUC issued a Ruling identifying the 2026 RPS Procurement Plan (RPS Plan) filing requirements and establishing the schedule for the review of 2026 RPS Plans. The 2026 RPS Plans require reporting on how the RPS Plan is coordinated with this year’s Integrated Resource Plan filing. Draft RPS Plans are due June 12. Comments on RPS Plans are due July 13, Motions to update RPS Plans are due July 27, and a decision on RPS Plans will be voted on by the Commission in late 2026.
ERRA/PCIA Reform (R.25-02-005)
• On March 27, the CPUC issued a Ruling providing a Staff Report proposing four valuation methods for RECs generated and banked prior to January 1, 2019, and used for bundled customer compliance (Pre-2019 Banked RECs), for the purpose of calculating an investor owned utility’s (IOU) Power Charge Indifference Adjustment (PCIA). Comments on the report are due by May 22 and reply comments are due by June 5. • The Staff Report proposes four options as a possible compromise between the Joint IOUs’ proposal to value pre-2019 RECs at $0 and CalCCA’s proposal to apply the Commission-approved valuation methodology for RECs generated in or after 2019 to pre-2019 RECs:
o Load-Share Weighted RPS MPB: value pre-2019 banked RECs at the current-year RPS MPB, weighted by the current percentage of unbundled load share (i.e., the credit would be 80% of the RPS MPB of $64/MWh for CEA’s customers).
Attachment A
KEYES&FOXLLP EQ Research
2 o DOE REC Value: value pre-2019 banked RECs using the results of the U.S. DOE’s survey of renewable contract premiums for the Western U.S. for the year corresponding to the vintage of the RECs (about $15-$17/MWh).
o 50/50 Split: value pre-2019 banked RECs at the mid-point value between the Joint IOUs’ recommended $0 and CalCCA’s recommended current RPS adder value ($32/MWh). o Adjusted Weighting Mechanism: value pre-2019 banked RECs using a hybrid mechanism under which the share of banked RECs attributable to bundled load would be valued at $0 and the share of banked RECs attributable to departed load would be valued using one of the three mechanisms above (resulting in a further haircut beyond the three enumerated above). • On April 8, the ALJ issued a Ruling providing notice that an evidentiary hearing will be held on April 28 and providing instructions for the joint case management statement summarizing the result of the meet and confer held April 21. On April 15, parties unanimously submitted a request to modify the procedural schedule to allow testimony on the Staff Report proposal and move the hearing to early June. An April 16 ALJ Ruling denied the request because no hearing dates are available on or near the proposed early June dates; however, the Ruling clarified that if continued settlement negotiations would be fruitful, then a final settlement agreement could be submitted as late as June 4 with a Commission decision targeted for the September 17 meeting, and parties may indicate their preference in the joint case management statement.
Green Access Programs (A.22-05-022)
• On April 7, the CPUC issued a Proposed Decision (PD) addressing implementation issues for the California Renewables Portfolio which includes a new Community Renewable Energy Tariff, the modified Green Tariff, the Disadvantaged Communities Green Tariff (DAC-GT), and program reporting. This PD may be heard as early as the May 14 Commission meeting. Opening comments on the PD are due April 27 and reply comments are due May 4.
• Under the PD, the new PURPA-compliant Community Renewable Energy Tariff will use pricing and procurement structures aligned with those of the Renewable Market Adjusting Tariff (ReMAT), and CCAs may participate in the program at any time via Tier 1 advice letter (AL). The Disadvantaged Communities Green Tariff (DAC-GT) will be entirely funded from the public purpose program surcharge rather than GHG Allowance proceeds starting July1, and CCAs may propose new DAC-GT programs through Tier 2 ALs rather than Tier 3 ALs to reduce the administrative burden.
Climate Credit (R.25-07-013)
• The March 25, the CPUC issued D.26-03-013 temporarily pausing distribution of the 2026 Climate Credit. • On March 26, the CPUC issued a Proposed Decision (PD) that requires utilities to implement near-term changes to the residential electric and natural gas Climate Credits to improve customer bill affordability. The PD primarily (1) shifts the timing of credits to the higher-bill months of August and September, (2) updates outreach requirements and requires utilities to report on updated outreach plans within 90 days of the final decision, and (3) implements a statutory requirement to transfer 5% of GHG allowance revenues to the State Treasury for the California Transmission Accelerator Revolving Fund. The PD may be heard as early as the April 30 Commission meeting.
2028-2033 Low Income Programs (A.26-01-003)
• On April 7, the CPUC issued a Scoping Memo and Ruling establishing a variety of issues to be addressed in this proceeding that are broadly categorized as follows: (1) CARE Program, (2) FERA Program, (3) ESA Program, (4) Other CARE/ESA/FERA Issues, (5) Concurrent Application System Phase 1, (6) Data Sharing, and (7) Definitional Issues. The proceeding begins with briefs on the definitions of certain terms and a ruling in June. Intervenor testimony is due in September, and a proposed decision is expected in Q2 2027.
CEC Load Management Standards (23-LMS-01)
• On March 24, the CEC issued Guidance regarding annual reports on the implementation of Load Management Standards (LMS) Compliance Plans. After CEA’s LMS Compliance Plan is adopted by the CEA KEYES&FOXLLP EQ Research
3 Board and the CEC issues an Order approving the Plan, the annual implementation report is due every year on the date the LMS Compliance Plan was adopted by the CEA Board.
Direct Access Expansion
• On April 6, a Joint Petition for Modification (PFM) of D.21-06-033 was submitted by Western Power Trading Forum, Shell Energy North America (US), L.P., Regents of the University of California, Direct Access Customer Coalition, Alliance for Retail Energy Markets, and California Coalition of Large Energy Users in the Direct Access Rulemaking (R.19-03-009). The PFM requests the Commission modify its prior decision by changing D.21-06-033’s recommendation against expanding Direct Access to a recommendation supporting Direct Access expansion and removal of the statutory cap by the state legislature. • On April 6, a Joint Request for Rehearing of D.26-02-057 was filed in the current IRP proceeding (R.25-06- 019) by California Coalition of Large Energy Users, Shell Energy North America (US), L.P. ,The Regents of the University of California, and Alliance for Retail Energy Markets. The Rehearing Request challenges the Decision’s allocation of new procurement obligations to direct access providers based on the statutory cap on direct access load.
KEYES&FOXLLP EQ Research
Staff Report
DATE: April 30, 2026
TO: Clean Energy Alliance Board of Directors
FROM: Gregory Wade, Chief Executive Officer
ITEM 8: Consider Adoption of Resolution No. 2026-023 approving the Professional Services Agreement with PFM Financial Advisors LLC and Authorizing Execution of the Agreement RECOMMENDATION:
That the Clean Energy Alliance (CEA) Board of Directors (Board) Adopt Resolution No. 2026-023 approving the proposed Professional Services Agreement (Agreement) with PFM Financial Advisors LLC (PFM) to provide Municipal Financial Advisor services, and authorize the Chief Executive Officer (CEO) to execute the Agreement.
BACKGROUND AND DISCUSSION:
Municipal electric, gas utilities, and tax-exempt entities such as community choice aggregators (CCAs) in the United States have the ability to prepay for a long-term supply of electricity or natural gas for their retail end-users and fund that prepayment with tax-exempt municipal bonds (“prepayments”).
Prepayments have saved utility ratepayers (natural gas, electricity from gas fired power plants and energy from renewable power projects) billions of dollars in reduced rates and energy charges and are anticipated to continue to do so over the 30-year life of these transactions.
In order to execute prepayment transactions, CCAstypically begin with a series of enabling steps, including executing substantial volumes of long-term power purchase contracts which can be included under the bond transactions to be prepaid (e.g. CEA’s recent Board-approved agreement with Orange County Power Authority in January 2026), as well as bringing experienced advisors onboard to support structuring and execution of the prepay transaction. Hiring a Municipal Financial Advisor is the primary supporting advisory role and often the first advisory expert to bring on. To initiate this step, CEA issued a Request for Proposals (RFP) for Municipal Financial Advisor Services in February with a deadline for responses set in early March.
CEA received one response to this RFP which was from PFM. These prepay advisory services are specialized and PFM has served as the advisor for many other CCAs on their prepay transactions, among other types of municipal entities that enter into prepay transactions across the state and country. PFM offered the same pricing structure and price that had already been offered to other CCAs for similar transactions. However, CEA will not be responsible for payment of any of the fees until and unless a prepayment transaction is consummated since most fees paid are contingent on closing of the transaction, and all fees are paid out of the proceeds of the transaction. ~
CLEAN ENERGY ALLIANCE
April 30, 2026
Professional Services Agreement with PFM
Staff recommends that the Board adopt Resolution No. 2026-023 authorizing the CEO to execute the Agreement.
FISCAL IMPACT:
There will be no direct fiscal impact from execution of the Agreement, as the fees would be compensated as a part of a future prepay deal’s transaction fee. This Agreement is intended to enable a future municipal prepayment transaction, which CEA anticipates can drive material power supply portfolio cost savings for CEA customers.
Submitted for Board consideration:
___________________________________
Gregory Wade
Chief Executive Officer
ATTACHMENTS:
A. Resolution No. 2026-023, approving the Professional Services Agreement with PFM Financial Advisors LLC
B. Professional Services Agreement with PFM Financial Advisors LLC
CLEAN ENERGY ALLIANCE
RESOLUTION NO. 2026-023
A RESOLUTION OF THE BOARD OF DIRECTORS OF CLEAN ENERGY
ALLIANCE APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH
PFM FINANCIAL ADVISORS LLC
WHEREAS, the 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, many Community Choice Aggregators (CCAs) have issued tax-exempt municipal bonds to prepay supply for their retail end customers to achieve cost savings, and CEA intends to explore a similar transaction; and
WHEREAS, the proposed Professional Services Agreement with PFM Financial Advisors LLC (PFM) will facilitate CEA’s exploration of the feasibility and structuring of a future prepayment issuance without financial risk or fiscal impact to CEA because all fees would be paid only upon closing of a successful transaction; and
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. The Professional Services Agreement with PFM is hereby approved.
Section 3. The Chief Executive Officer is hereby authorized and directed to execute such Professional Services Agreement as presented to the Board on April 30, 2026. 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
Resolution No. 2026-023
Professional Services Agreement with PFM
The foregoing Resolution was passed and adopted this 30th day of April, 2026, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
APPROVED:
________________________________________
Katie Melendez, Board Chair
ATTEST:
_______________________________
Ana Marie Alarcon, Clerk to the Board
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AGREEMENT BETWEEN THE CLEAN ENERGY ALLIANCE AND
PFM FINANCIAL ADVISORS LLC AND PFM SWAP ADVISORS LLC FOR
FINANCIAL AND SWAP ADVISOR SERVICES
THIS AGREEMENT, is entered into this 1st of May, 2026, by and between CLEAN ENERGY ALLIANCE, an independent joint powers authority ("Authority"), and PFM Financial Advisors LLC (“PFMFA”), together with its affiliate, PFM Swap Advisors LLC (“PFMSA).
PFMFA and PFMSA shall both be bound to the terms and conditions of this Agreement; provided, however, that each will provide its services pursuant to a separate scope of work (“Scope of Work”), included in Exhibit “A” to this Agreement. Collectively, PFMFA and PFMSA shall be referred to throughout this Agreement as “Consultant”.
RECITALS:
A. Authority is an independent public agency duly organized under the provisions of the Joint Exercise of Powers Act of the State of California (Government Code Sections 6500 et seq.) (“Act”) with the power to conduct its business and enter into agreements.
B. Consultant possesses the skill, experience, ability, background, and knowledge to provide the services described in this Agreement pursuant to the terms and conditions described herein and is duly authorized and registered to do business in the State of California.
C. Authority and Consultant desire to enter into this Agreement for Financial Advisor and Swap Advisor Services.
NOW, THEREFORE, the Parties mutually agree as follows:
1. TERM
The term of this Agreement shall commence on May 1, 2026, and shall terminate on December 31, 2026, unless terminated earlier pursuant to Section 19 hereof or extended upon the written mutual agreement of the Parties.
2. SERVICES TO BE PERFORMED
Consultant shall perform each and every service set forth in Exhibit "A" pursuant to the schedule of performance set forth in Exhibit "B," both of which are attached hereto and incorporated herein fully by this reference.
3. COMPENSATION TO CONSULTANT
Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed Three Hundred Twenty-Five Thousand dollars ($325,000) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.
4. TIME IS OF THE ESSENCE
Attachment B
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Consultant and Authority agree that time is of the essence regarding the performance of this Agreement.
5. STANDARD OF CARE
Consultant agrees to perform all services required by this Agreement in accordance with the highest standards of care, skill and diligence in Consultant’s industry, trade, or profession and agrees that all services shall be performed by qualified and experienced personnel in conformity with the applicable requirements of federal, state and local laws in effect at the time that the services are being performed.
6. INDEPENDENT PARTIES
Authority and Consultant intend that the relationship between them created by this Agreement is that of an independent contractor. The manner and means of conducting the work are under the control of Consultant as an independent contractor and in pursuit of Consultant’s independent calling, except to the extent that they are limited by statute, rule or regulation or the express terms of this Agreement. The Consultant has and shall retain the right to exercise full control and supervision of all persons assisting the Consultant in the performance of the services required by this Agreement, Authority only being concerned with the finished results of the work being performed. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by Authority to its employees, including but not limited to, employer-paid payroll taxes, Social Security, retirement benefits, health benefits, unemployment insurance, workers’ compensation plans, vacation and sick leave, nor any other benefits are available from Authority to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. It is the intent of the Parties that neither Consultant nor its officers, employees or agents are to be considered employees of Authority, whether “common law” or otherwise, and Consultant shall indemnify, defend and hold Authority harmless from any such obligations related to its officers, employees and agents.
7. NO RECOURSE AGAINST CONSTITUENT MEMBERS OF AUTHORITY.
Authority is organized as a Joint Powers Authority in accordance with the Joint Powers Act of the State of California (Government Code Sections 6500 et seq.) pursuant to a Joint Powers Agreement dated November 4, 2019, as amended from time to time, and is a public entity separate from its constituent members. Authority shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Contractor shall have no rights and shall not make any claims, take any actions or assert any remedies against any of Authority’s constituent members in connection with this Agreement.
8. NON-DISCRIMINATION
Consultant agrees that it shall not harass or discriminate against a job applicant, an Authority employee or contractor, or Consultant’s employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital or veteran status, medical condition, pregnancy, sex, age, sexual orientation, genetic information, gender expression, or any other protected class. Consultant shall take reasonable steps to provide equal employment 4913-0570-7679 v2 Page 3 of 20
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opportunities and treat applicants and employees during employment without regard to their sex, race, color, age, religion, ancestry, national origin, disability, military or veteran status, medical condition, genetic information, gender expression, marital status, or sexual orientation and shall make reasonable accommodation to qualified individuals with disabilities or medical conditions.
Such steps may include but are limited to employment, upgrading, demotion, transfer, recruitment, or recruitment advertising, layoff or termination, rates of pay, or other forms of compensation, and selection for training, including apprenticeship. Consultant agrees that a material violation of this provision may constitute a material breach of this Agreement.
9. HOLD HARMLESS AND INDEMNIFICATION
A. General Indemnification. Consultant shall, to the fullest extent allowed by law indemnify, defend, and hold harmless the Authority, its members, and their respective officers, officials, agents, employees and volunteers (collectively “Indemnitees”) from and against any and all liabilities, claims, actions, causes of action, proceedings, suits, demands, damages, judgments, liens, levies, costs, expenses and losses whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, arising out of or related to a breach of this Agreement or the active negligence or willful misconduct of Consultant or Consultant’s employees, officers, officials, agents or independent contractors in the performance of or failure to perform this Agreement, except where caused by the sole or active negligence or willful misconduct of any of the Indemnitees. Such costs and expenses shall include reasonable attorneys’ fees.
B. Employee Benefits Eligibility Indemnification. In the event that Consultant’s employee, subcontractor, independent contractor or other person providing services under this Agreement on Consultant’s behalf (collectively, “Consultant’s Personnel”) claims or is determined by a court of competent jurisdiction or administrative agency to be eligible for enrollment in or entitled to any benefits of the Authority or its constituent members, Consultant shall indemnify, defend, and hold harmless Authority or its constituent members for the payment of any employer and employee contributions for such benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions that would otherwise be the responsibility of the Authority or its constituent members. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant’s Personnel providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation and benefit including, but not limited to, eligibility to enroll in any benefit program as an employee of Authority or its constituent members and entitlement to any contributions to be paid by Authority or its constituent members for employer contributions and/or employee contributions for any employee benefits.
C. Indemnification for Employee Payments. Consultant agrees to defend and indemnify the Authority and its constituent members for any obligation, claim, suit or demand for tax, retirement contribution including any contribution to any retirement system, social security, salary or wages, overtime payment, or workers’ compensation payment which the Authority or its constituent members may be required to make for work done under this Agreement.
D. The acceptance of the services provided by this Agreement by Authority shall not operate as a waiver of the right of indemnification. The provisions of this Section 9 shall not be limited by any provision of insurance coverage that the Consultant may have in effect or be required to obtain and maintain during the term of this Agreement. The provisions of this Section 4913-0570-7679 v2 Page 4 of 20
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9 are continuing obligations and survive the completion of the services or termination of this Agreement.
10. INSURANCE:
A. General Requirements. On or before the commencement of the term of this Agreement, Consultant shall furnish Authority with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit "D," which is attached hereto and incorporated herein by this reference. Such insurance and certificates, which do not limit Consultant’s indemnification obligations under this Agreement, shall also contain substantially the following statement:
"Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the Consultant or the insurer affording coverage shall provide thirty (30) days’ advance written notice to the Authority by certified mail, Attention: General Counsel. Ten (10) days advance written notice for cancellation due to non-payment of premium shall be provided by the insurer to the Authority in the same manner." Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to Authority and licensed to do insurance business in the State of California. Endorsements naming the Authority as additional insured shall be submitted with the insurance certificates. All endorsements shall be on forms approved by Authority. Consultant shall provide certified copies of required insurance policies, which shall include the declaration pages, a schedule of forms listing all policy endorsements, and all policy forms, upon Authority’s request.
B. Subrogation Waiver. Consultant agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to its insurance for recovery. Consultant hereby grants to Authority, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or Authority with respect to the services of Consultant herein, a waiver of any right to subrogation that any such insurer of Consultant may acquire against Authority by virtue of the payment of any loss under such insurance.
C. Primary and Non-contributory. The commercial general liability, including any excess or umbrella policies being used to meet the required limits of insurance, and automobile liability policies shall contain, or be endorsed to contain, a provision that such policies are primary and non-contributory to any insurance that may be carried by the Authority or its members, as reflected in an endorsement at least as broad as CG 20 01 04 13, which shall be submitted to the Authority. Any insurance or self-insurance maintained by the Authority, its members or their respective officers, officials, employees, or representatives shall be excess of the Consultant’s insurance and shall not contribute with it.
D. Failure to secure or maintain insurance. If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, Authority shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.
E. Additional Insured. Authority, its members, and their respective, officers, employees and volunteers shall be named as additional insureds under all insurance coverages, 4913-0570-7679 v2 Page 5 of 20
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except any workers compensation and professional/cyber liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.
F. Self-Insured Retentions. Any self-insured retentions are the responsibility of the Consultant and must be declared to and approved by Authority. At the option of Authority, either (1) the insurer shall reduce or eliminate such self-insured retentions as respects the Authority, its members and their respective officers, officials, employees and volunteers, or (2) the Consultant shall provide a financial guarantee satisfactory to Authority guaranteeing payment of losses and related investigations, claim administration, and defense expenses.
G. Sufficiency of Insurance. The insurance limits required by Authority are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant.
H. Maximum Coverage and Limits. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the additional insureds. Furthermore, the requirements for coverage and limits shall be the minimum coverage and limits specified in this Agreement, or the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater.
I. Special Risks or Circumstances. Authority reserves the right to modify these requirements, including limits, based on the nature of risk, prior experience, insurer, coverage, or other special circumstances.
11. CONFLICT OF INTEREST
Consultant represents and warrants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it will not employ any person having such an interest.
Consultant agrees to advise Authority immediately if any conflict arises and understands that it will be required to fill out a conflict of interest form under Authority’s Conflict of Interest Code.
12. PROHIBITION AGAINST TRANSFERS
Consultant shall not assign, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of Authority.
Any attempt to do so without such consent shall be null and void, and any assignee, pledgee, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from Authority under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent.
Written notice of such assignment shall be promptly furnished to Authority by Consultant.
The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or managing member or joint venturer or syndicate member or cotenant, if Consultant is a partnership or limited liability company or joint venture or syndicate or cotenancy, which shall result in changing the control of 4913-0570-7679 v2 Page 6 of 20
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Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation or partnership or limited liability company or other entity.
13. SUBCONTRACTOR APPROVAL
A. Unless prior written consent from Authority is obtained, only those persons and subcontractors whose names are attached to this Agreement shall be used in the performance of this Agreement.
B. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance in substantial conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement.
C. If Consultant subcontracts for any of the work to be performed under this Agreement, Consultant shall be as fully responsible to the Authority for the acts and omissions of Consultant’s subcontractors and for the persons either directly or indirectly employed by the subcontractors, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in the Agreement shall create any contractual relationship between any subcontractors of Consultant and the Authority or its members. In any dispute between the Consultant and its subcontractor, neither the Authority nor any of its members shall be made a party to any judicial or administrative proceeding to resolve the dispute. The Consultant agrees to defend, hold harmless and indemnify the Indemnitees as described in Section 9 of this Agreement, should any of the Indemnitees be made a party to any judicial or administrative proceeding to resolve any such dispute.
D. Consultant agrees to include within their subcontract(s) with any and all subcontractors the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor’s work.
Subcontractors hired by Consultant shall agree to be bound to Consultant and Authority in the same manner and to the same extent as Consultant is bound to Authority under this Agreement.
Subcontractors shall agree to include these same provisions within any sub-subcontract.
Consultant shall provide a copy of the Indemnity and Insurance provisions of this Agreement to any subcontractor. Consultant shall require all subcontractors to provide valid certificates of insurance and the required endorsements prior to commencement of any work and will provide proof of compliance to Authority.
14. REPORTS
A. Each and every report, draft, work product, map, drawing, specification, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of Authority and is hereby assigned to the Authority. Consultant shall not copyright any Report prepared as part of the services required by this Agreement, except as may be requested on Authority’s behalf. Consultant expressly waives and disclaims, any copyright in, and the right to reproduce all Reports, except upon the Authority’s prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The Consultant shall, upon request of the Authority, execute any further document(s) necessary to further effectuate this 4913-0570-7679 v2 Page 7 of 20
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waiver and disclaimer. Any Report, information and data acquired or required by this Agreement shall become the property of Authority, and all publication rights are reserved to Authority.
Consultant may retain a copy of any Report furnished to the Authority pursuant to this Agreement.
B. Consultant shall, at such time and in such form as Authority may require, furnish reports concerning the status of services required under this Agreement.
C. All Reports also shall be provided in electronic format.
D. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement that has not been publicly released shall be made available to any individual or organization by Consultant without prior approval by Authority.
15. RECORDS
Consultant shall maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by Authority that relate to the performance of services under this Agreement, in sufficient detail to permit an evaluation of the services and costs. All such records shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of Authority or its designees at all proper times, and gives Authority the right to examine and audit same, and to make transcripts and copies therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a minimum period of five (5) years after Consultant receives final payment from Authority for all services required under this Agreement.
16. SUPPLIER DIVERSITY
General Order 156 (GO 156) is a California Public Utilities Commission ruling that requires utility entities to procure at least 21.5% of their contracts with majority women-owned, minority-owned, disabled veteran-owned and LGBT-owned business enterprises' (“WMDVLGBTBEs”) in all categories. Qualified businesses become GO 156 certified through the CPUC and are then added to the GO 156 Clearinghouse database.
The CPUC Clearinghouse can be found here: www.thesupplierclearinghouse.com. While CEA is not legally required to comply with GO 156, CEA’s policies and commitment to diversity are consistent with the principles of GO 156, and CEA has an Inclusive and Sustainable Workforce Policy, which can be found at https://thecleanenergyalliance.org/key-documents.
CEA will provide a link to a survey annually to each of its contract vendors, which may ask for disclosure of (a) their GO 156 certification status, (b) their efforts to work with diverse business enterprises, including those owned or operated by women (“WBE”), minorities (“MBE”), disabled veterans (“DVBE”), and lesbian, gay, bisexual, or transgender people (“LGBTBE”); and (c) other information regarding inclusivity in their workforce or related to CEA’s goals as stated in CEA’s Inclusive and Sustainable Workforce Policy. CEA will use the information obtained solely to help evaluate how well it is conforming to its own policies and goals. Pursuant to California Proposition 209, CEA does not discriminate against nor grant preferential treatment based on race, sex, color, ethnicity, or national origin.
17. CONFIDENTIALITY AND SECURITY
A. Confidential Information. Consultant shall comply with all applicable law and maintain in confidence and not disclose to any third party nor use in any manner not required or 4913-0570-7679 v2 Page 8 of 20
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authorized under this Agreement any and all proprietary or confidential information held by Authority or provided to Consultant by Authority or Authority’s customers, including confidential information regarding Authority’s customers and employees, except as may be required by law.
B. Security.
1. Implementation. Consultant shall implement commercially reasonable administrative, technical and physical safeguards designed to: (a) ensure the security and confidentiality of data and information provided by Authority or its customers or used in connection with providing services under this Agreement, including data or information about third parties (“Authority’s Data”); (b) protect against any anticipated threats or hazards to the security or integrity of Authority’s Data; (c) protect against unauthorized access to or use of Authority’s Data; and (d) prevent the access or use of Authority’s Data for any marketing or commercial purpose not expressly authorized pursuant to a written agreement between Consultant and Authority. Consultant shall review and test such safeguards on no less than an annual basis.
2. Network. If Consultant makes Authority’s Data accessible through the Internet or other networked environment, Consultant shall be solely responsible for all aspects of Internet use, and shall maintain, in connection with the operation or use of Authority’s Data, adequate technical and procedural access controls and system security requirements and devices, necessary for data privacy, confidentiality, integrity, authorization, authentication and non-repudiation and virus detection and eradication.
3. Personal Data. If Consultant processes or otherwise has access to any personal or customer data or information on Authority’s behalf when performing Consultant’s services and obligations under this Agreement, then: (a) Authority shall be the data controller (where “data controller” means an entity which alone or jointly with others determines purposes for which and the manner in which any personal data are, or are to be, processed) and Consultant shall be a data processor (where “data processor” means an entity which processes the data only on behalf of the data controller and not for any purposes of its own); (b) Authority shall ensure that it has obtained all necessary consents and it is entitled to transfer the relevant personal or customer data or information to Consultant so that Consultant may lawfully use, process and transfer the personal or customer data and information in accordance with this Agreement on Authority’s behalf in order for Consultant to provide the services and perform its other obligations under this Agreement; (c) Consultant shall process all personal and customer data and information only in accordance with any lawful and reasonable instructions given by Authority from time to time and in accordance with the terms of this Agreement; and (d) each Party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of personal and customer data and information or its accidental loss, destruction or damage so that, having regard to the state of technological development and the cost of implementing any measures, the measures taken ensure a level of security appropriate to the harm that might result from such unauthorized or unlawful processing or accidental loss, destruction or damage in relation to all personal and customer data and information and the nature of the data and information being protected. If necessary, the Parties will cooperate to document these measures taken.
4. Information Security. Consultant represents and warrants that its collection, 4913-0570-7679 v2 Page 9 of 20
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access, use, storage, disposal and disclosure of Confidential Information accessed and/or collected from Authority or its customers does and will comply with all applicable federal and state privacy, utility customer and data protection laws, including, but not limited to, CPUC General Order 66-D, Decision (D.) 17-09-024, Public Utilities Code Section 8380 and associated CPUC decisions D.11-07-056 and D.12-08-045, the Critical Infrastructure Information Act of 2002, and 18 CFR § 388.113. In the event of any security breach, Consultant shall: (a) Provide Authority with the name and contact information for an employee who shall serve as Authority’s primary security contact and shall be available to assist Authority twenty-four (24) hours per day, seven (7) days per week as a contact in resolving obligations associated with a security breach; and (b) Notify Authority of a security breach as soon as possible but in no case longer than 48 hours after Consultant becomes aware of it so that notice can be timely provided to Authority customers as required by law, and so that Authority can investigate and provide timely notice to its insurance carrier, if appropriate. Immediately following Consultant’s notification to Authority of a security breach, the Parties shall coordinate with each other to investigate the security breach. Consultant agrees to fully cooperate with Authority in Authority’s handling of the matter. Consultant shall use best efforts to immediately remedy any security breach and prevent any further security breach at Consultant’s own expense in accordance with applicable privacy rights, laws, regulations and standards. Consultant agrees to provide, at its expense, up to one year of credit monitoring services to third parties impacted by any data breach involving the loss of personally identifiable information and be responsible for any fines assessed by any regulatory agency as a result of Consultant’s acts or omissions.
C. Notice and Remedy of Breaches. Each Party shall promptly give notice to the other of any actual or suspected breach by it of any of the provisions of Section 16 of this Agreement, whether or not intentional, and the breaching Party shall, at its expense, take all steps reasonably requested by the other Party to prevent or remedy the breach.
D. Enforcement. Each Party acknowledges that any breach of any of the provisions of Section 16 of this Agreement may result in irreparable injury to the other for which money damages would not adequately compensate. If there is a breach, then the injured Party shall be entitled, in addition to all other rights and remedies which it may have, to have a decree of specific performance or an injunction issued by any competent court, requiring the breach to be cured or enjoining all persons involved from continuing the breach.
18. NOTICES
All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided.
All notices, demands, requests, or approvals shall be addressed as follows:
TO AUTHORITY:
Clean Energy Alliance
Chief Executive Officer
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5857 Owens Ave, 3rd Floor
Carlsbad, CA 92008
TO CONSULTANT:
Michael Berwanger, Managing Director
PFM Financial Advisors LLC
222 N. Pacific Coast Hwy., 10th Floor
El Segundo, CA 92805
WITH A COPY TO:
George Hu, Director
PFM Swap Advisors LLC
1735 Market Street, 42nd Floor
Philadelphia, PA 19103
19. TERMINATION
A. In the event Consultant fails or refuses to perform any of the provisions hereof at the time or in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If Consultant fails to cure the default within the time specified (which shall be not less than 10 days) and according to the requirements set forth in Authority’s written notice of default, and in addition to any other remedy available to the Authority by law, Authority may terminate the Agreement by giving Consultant written notice thereof, which shall be effective immediately. Authority also shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Consultant as provided herein. Upon receipt of any notice of termination, Consultant shall immediately discontinue performance and within five (5) working days: (1) assemble all documents owned by Authority and in Consultant’s possession, and deliver said documents to Authority; and (2) place all work in progress in a safe and protected condition.
B. This Agreement may be terminated by either Party, without cause, upon the giving of thirty (30) days’ written notice to the other Party.
C. Authority shall pay Consultant for services satisfactorily performed up to the effective date of termination. Upon termination, Consultant shall immediately deliver to the Authority any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by Consultant or given to Consultant, in connection with this Agreement. Such materials is the property of Authority pursuant to Section 14 hereof.
20. COMPLIANCE
Consultant shall comply with all applicable local, state and federal laws, now existing or hereafter amended or enacted.
21. CONFLICT OF LAW
This Agreement shall be interpreted under, and enforced by the laws of the State of California. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought related to this Agreement shall be filed with the Superior 4913-0570-7679 v2 Page 11 of 20
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Court of the County of San Diego, State of California. Consultant hereby waives any and all objections to personal jurisdiction and venue in said forum.
22. ADVERTISEMENT
Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from Authority to do otherwise.
23. WAIVER
A waiver by Authority of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.
24. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by a written document signed by both Authority and Consultant.
25. DRAFTING AMBIGUITIES
The Parties agree that they are aware that they have the right to be advised by counsel with respect to the negotiations, terms and conditions of this Agreement, and the decision of whether or not to seek advice of counsel with respect to this Agreement is a decision which is the sole responsibility of each Party. This Agreement shall not be construed in favor of or against either Party by reason of the extent to which each Party participated in the drafting of the Agreement.
26. INSERTED PROVISIONS
Each provision and clause required by law to be inserted into the Agreement shall be deemed to be incorporated herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either Party.
27. CAPTIONS AND TERMS
The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.
28. CONSEQUENTIAL DAMAGES
Neither Party shall be liable to the other for consequential damages, including, without limitation, loss of use or loss of profits, incurred by one another or their subsidiaries or successors, regardless of whether such damages are caused by breach of contract, willful misconduct, negligent act or omission, or other wrongful act of either of them. 4913-0570-7679 v2 Page 12 of 20
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29. SEVERABILITY
In the event that any part of this Agreement is found to be illegal or unenforceable under the law as it is now or hereafter in effect, either Party will be excused from performance of such portion or portions of this Agreement that is found to be illegal or unenforceable without affecting the remaining provisions of this Agreement.
30. COUNTERPARTS/ELECTRONIC SIGNATURES
This Agreement may be executed electronically and in any number of counterpart, which together shall constitute one and the same agreement. A true and correct electronic copy of this Agreement may be used for all purposes as an original.
31. REGISTERED MUNICIPAL ADVISOR; REQUIRED DISCLOSURES:
Consultant is a registered municipal advisor with the Securities and Exchange Commission (the “SEC”) and the Municipal Securities Rulemaking Board (the “MSRB”), pursuant to the Securities Exchange Act of 1934 Rule 15Ba1-2. The Parties agree that if Clean Energy Alliance has designated Consultant as its independent registered municipal advisor (“IRMA”) for purposes of SEC Rule 15Ba1-1(d)(3)(vi) (the “IRMA exemption”), the services provided pursuant to such designation shall be the services described in Exhibit A hereto, subject to any agreed upon limitations. Verification of independence (as is required under the IRMA exemption) shall be the responsibility of the third party seeking to rely on such IRMA exemption. Consultant shall have the right to review and approve in advance any representation of Consultant’s role as IRMA to the Authority.
MSRB Rules require that municipal advisors make written disclosures to their clients of all material conflicts of interest, certain legal or disciplinary events and certain regulatory requirements, which are provided in Consultant’s Disclosure Statement delivered to Authority prior to or together with this Agreement.
32. SIGNATORY AUTHORITY
The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed as of the date set forth above.
PFM FINANCIAL ADVISORS LLC
By: __________________________
Name: Michael Berwanger
Title: Managing Director
CLEAN ENERGY ALLIANCE
By: ___________________________
Name: Gregory Wade
Title: Chief Executive Officer
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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PFM SWAP ADVISORS LLC
By: __________________________
Name: George Hu
Title: Director
APPROVED AS TO FORM:
_______________________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk
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Exhibit A
Scope of Services
Consultant shall perform the following services for the Authority:
Work Order #1 - PFM Financial Advisors LLC (municipal advisory services for a fixed contingent fee for the energy prepayment transaction work) Supplier Evaluation and Selection
A. Drafting the RFP for Prepay Counterparties and Underwriters and (RFP) and incorporating any edits CEA may have after which PFM will issue the RFP.
B. Upon receipt of all the responses, PFM will summarize and present them to CEA for review.
C. PFM will provide additional feedback or context to CEA regarding the RFP responses if there is deficient information from proposers.
D. Attend and participate in meetings required to put together a working group.
E. Help CEA evaluate and provide our independent recommendations on the RFP.
Communications
A. Serve as the “prepay bond” subject matter expert to CEA.
B. Present at Board of Directors meetings and briefings or preparing presentation materials.
C. Create, facilitate, and attend weekly Prepayment Transaction calls after the initial distribution of documentation.
Project Management Support
A. Work with the Underwriter as well as the other parties in the working group including Bond Counsel, Disclosure Counsel, Supplier’s Counsel and Underwriter’s Counsel to ensure that the proposed timeline of issuing the prepaid bonds is acceptable to CEA.
B. Throughout the transaction, review all of the key documents, discussed below:
i. Basic Documents
• Preliminary and Final Official Statements
• Trust Indenture
• Prepaid Energy Sales Agreement
• Bond Purchase Contract
• Re-Pricing Agreement
• Front-End and Back-End Custodial Agreements
• Continuing Disclosure Undertaking
• Energy Provider Guarantees
• Power Supply Contract
• Limited Assignment Agreement
• Tax Certificate
ii. Issuer Documents
• Resolutions
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decisions throughout a prepayment transaction. Throughout the prepayment transaction work, the following considerations will evolve and ad-hoc reporting and discussion will be provided by Consultant to assess prepay transaction risk and mitigating factors:
A. Maximizing Term / Savings
B. PPA Production Considerations
C. CA Regulatory Framework – Long Term Contracting
D. Segmented Structure / Re-Pricing
E. LLC Structure
Prepay Transaction Management, Technical Support and Analysis A. Provide point on technical support and analysis.
B. Independently help CEA review various power purchase agreements (PPAs) and scenarios to help formulate its desired finance plan.
C. Work in tandem with the banks to ensure both parties agree on assumptions, deal specifics etc.
D. Review and provide feedback on any supplemental investor materials including investor roadshows and other marketing materials, as we have done in past transactions.
E. Provide minute-by-minute analysis during the order period, negotiate with the rating agencies regarding their fees, and communicate to CEA any fees.
F. Proactively collect and consolidate all other costs of issuance expenses.
G. On the prepayment transaction, provide the tax certificate supporting the reasonable expectation that the prepay bonds will run to term assuming at least one successful repricing.
Post-Pricing Activities
A. Coordinating any post-closing activities, including reviewing the closing memorandum provided by the Underwriter and ensuring the timing and accurate transfer of funds.
B. Collect and verify all the invoices from the working group to provide to the Bond Trustee.
C. Timely provide a transaction report PowerPoint presentation or memo summarizing the executed prepayment transaction.
Team Members:
Michael Berwanger, Managing Director
James Carbone, Senior Managing Consultant
Faisal Alif, Senior Managing Consultant
Other personnel to be assigned as necessary
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Work Order #2 - PFM Swap Advisors LLC (as Swap Advisor and QIR) Scope of Services Transaction Services
The terms and conditions of the Agreement between CEA, PFMFA and PFMSA are incorporated into this Scope of Services by reference.
Working with PFMFA, PFMSA will provide the following portion of the Scope of Services:
• PFMSA will serve CEA as Municipal Advisor and designated Qualified Independent Representative (“QIR”) in the provision of general swap advisory services related to any swap-related communication, interaction or other discussion (“Swap Communication”) between CEA and Swap Dealers (as such term is defined by the Securities and Exchange Commission (“SEC”) and the Commodity Futures Trading Commission (“CFTC”)).
PFMSA is obligated to comply with the applicable requirements of CFTC Regulation 17 CFR 23.450(b)(1) in providing QIR services to CEA.
• As QIR to CEA, PFMSA will make available qualified professionals to participate in discussions and other interactions with Swap Dealers as CEA finds necessary or desirable.
Additionally, PFMSA will assist CEA with analysis of any proposals from Swap Dealers.
PFMSA may assist CEA with other swap related tasks such as helping write a swap policy or other related analysis upon CEA’s request. PFMSA will also assist CEA, as needed, in completing the ISDA Dodd-Frank Protocols and other matters to comply with the regulatory requirements imposed under Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
i. Analyze and model alternative hedge structures and provide price indications; ii. Review and comment on all hedge documentation and business terms; iii. Assist in counterparty selection and developing terms for a request for bids (if desired);
iv. Review competitive bids and make a recommendation for award or if so determined;
v. Negotiate the pricing terms and structure with the Counterparty(s); vi. Coordinate the closing of the transaction.
Team Members:
George Hu, Director
Other personnel to be assigned as necessary
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Exhibit B
Schedule of Performance
Consultant shall diligently perform the services in accordance with any timelines set by the Authority.
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Exhibit C
Compensation
Authority shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below.
Compensation shall be calculated based on the rates set forth below up to the not to exceed budget amount set forth below.
The compensation to be paid to Consultant under this Agreement for all services described in Exhibit “A” and reimbursable expenses shall not exceed a total of $325,000 dollars. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to Authority unless previously approved in writing by Authority.
In full compensation for the services provided under Work Order #1, PFM Financial Advisors will provide the Authority with municipal advisory services and Authority will pay to PFM Financial Advisors a fixed contingent fee for the energy prepayment transaction work in the amount of $300,000. This is a flat contingent transaction fee to serve as Municipal Advisor on any energy prepayment transaction and shall not be earned until the successful closing of such a transaction.
In full compensation for the services provided under Work Order #2, Authority will pay to PFM Swap Advisors a fixed fee of $25,000 to serve as swaps advisor for the commodity swaps associated with an energy prepayment transaction, and a fixed fee of $25,000 for any interest rate swap, if necessary. Such fees shall be considered earned upon successful closing of such a transaction, and shall not be payable until the successful closing of the transaction. 4913-0570-7679 v2 SD #4884-7906-9254 v1
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Exhibit D
Insurance Requirements and Proof of Insurance
Proof of insurance coverage described below is attached to this Exhibit, with Authority and its members and their respective officials, officers, employees, agents and volunteers named as additional insured
Consultant shall maintain the following minimum insurance coverage:
A. COVERAGE:
(1) Workers’ Compensation:
Statutory coverage as required by the State of California and providing, at minimum, $1,000,000.00 employers’ liability coverage.
(2) Liability:
Commercial general liability (“CGL”) coverage with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate for bodily injury and property damage, including ongoing and completed operations. ISO occurrence Form CG 0001 or equivalent is required. If limits apply separately to this Agreement (CG 25 03 or 25 04), the general aggregate limit shall not apply. There shall be no endorsement or modification of the CGL limiting the scope of coverage for either insured vs. insured claims or contractual liability. All defense costs shall be outside the limits of the policy. If Consultant or subcontractor maintains higher limits than the limits shown above, Authority shall be entitled to coverage for the higher limits maintained by the Consultant and their subcontractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Authority. Any excess or umbrella policies being used to meet the required limits of insurance will be evaluated separately and must meet the same qualifications as the Consultant’s primary policy.
(3) Automotive:
Commercial Automobile Liability Insurance for all of the Consultant’s automobiles including owned, hired and non-owned automobiles, automobile insurance written on an ISO form CA 00 01 12 90 or a later version of this form or an equivalent form providing coverage at least as broad for bodily injury and property damage for a combined single limit no less than $1,000,000.00 per occurrence. Insurance certificate shall reflect coverage for any automobile (any auto). (4) Professional Liability
Professional liability insurance that includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000 per claim and $2,000,000 annual aggregate. Consultant shall ensure both that (1) the policy retroactive date is on or before the date of commencement of the services; and (2) the policy will be maintained in force for a period of three years after substantial 4913-0570-7679 v2 SD #4884-7906-9254 v1
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completion of the services or termination of this Agreement, whichever occurs last.
Consultant agrees that for the time period defined above, there will be no changes or endorsements to the policy that increase Authority’s exposure to loss. All defense costs shall be outside the limits of the policy. If Consultant maintains higher limits than the limits shown above, Authority shall be entitled to coverage for the higher limits maintained by Consultant. Any available proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Authority. (5) Cyber Liability
Consultant maintain Cyber Liability with a limit of $2,000,000 per occurrence or claim and $2,000,000 annual aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as are undertaken by Consultant in this Agreement and shall include claims involving infringement of intellectual property, infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to such obligations. All defense costs shall be outside the limits of the policy.
Staff Report
DATE: April 30, 2026
TO: Clean Energy Alliance Board of Directors
FROM: Greg Wade, Chief Executive Officer
ITEM 9: Approving Memorandum of Understanding with Encina Wastewater Authority and Authorizing Execution of the Agreement
RECOMMENDATION:
That the Clean Energy Alliance (CEA) Board of Directors (Board) adopt Resolution No. 2026-024 approving a Memorandum of Understanding (MOU) with Encina Wastewater Authority (Encina) for preliminary exploration of a potential local biogas-to-energy generation project and authorize the Chief Executive Officer (CEO) to execute the MOU.
BACKGROUND AND DISCUSSION:
Long-term agreements for new-build renewable energy projects are critical to meeting CEA’s environmental, financial, and regulatory compliance goals and requirements, and will serve as a core component of CEA’s power supply portfolio. CEA has executed various agreements of this nature with projects across California as a part of the organization’s goals and obligations from the California Public Utilities Commission (CPUC) for long-term renewable energy and reliable capacity.
Where viable, CEA endeavors to procure power resources from facilities that are local to San Diego County and within CEA’s Member Agency cities. Local projects tend to be smaller and are often interconnected to distribution circuits, requiring detailed technical analysis to determine feasibility and longer timelines from initial project identification to eventual operations. Additionally, for dispatchable capacity such as a biogas-to-energy project, these facilities can have the potential to contribute to CEA’s Local Resource Adequacy (RA) procurement obligations.
CEA was approached by Encina regarding a potential expansion of Encina’s treatment process which will result in additional production of biogas above what is necessary to support operations at the wastewater treatment facility. Encina and CEA see potential for a project that could provide approximately 4 megawatts (MW) of renewable electricity generation capacity to CEA customers locally, with mutually beneficial allocations of the costs of this treatment upgrade.
In order to begin preliminary analyses of technical design, cost, and commercial structuring, Encina and CEA have negotiated a MOU outlining the potential collaboration and respective roles between the parties. Staff recommend the Board adopt Resolution No. 2026-024 and authorize the CEO to execute the MOU, subject to CEA’s General Counsel’s approval.
~
CLEAN ENERGY ALLIANCE
April 30, 2026
Encina Wastewater Authority MOU
FISCAL IMPACT:
Outside of staff time, preliminary feasibility analysis costs may involve consultant engagement under time and materials arrangements. Such third-party costs are to be split 50%/50% between CEA and Encina and are limited to $50,000 before requiring approval from both parties. Staff anticipate that the majority of this potential $50,000 expenditure would occur in FY26/27 and will be factored into the FY26/27 budget, while some small amount of this total may also be incurred in the current fiscal year.
Submitted for Board consideration:
___________________________________
Gregory Wade
Chief Executive Officer
ATTACHMENTS:
A. Resolution No. 2026-024, Approving Memorandum of Understanding with Encina Wastewater Authority
B. Memorandum of Understanding with Encina Wastewater Authority
CLEAN ENERGY ALLIANCE
RESOLUTION NO. 2026-024
A RESOLUTION OF THE BOARD OF DIRECTORS OF CLEAN ENERGY
ALLIANCE APPROVING A MEMORANDUM OF UNDERSTANDING WITH
ENCINA WASTEWATER AUTHORITY
WHEREAS, the 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, CEA endeavors to procure power resources from facilities that are local to San Diego County and within CEA’s Member Agencies; and
WHEREAS, Encina Wastewater Authority (EWA) and CEA desire to explore a potential local renewable biogas-to-energy project and have negotiated a Memorandum of Understanding to collaboratively begin preliminary feasibility analysis of the opportunity.
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. The Memorandum of Understanding with Encina Wastewater Authority is hereby approved.
Section 3. The Chief Executive Officer is hereby authorized and directed to execute such Memorandum of Understanding as presented to the Board on April 30, 2026, and take such other and further actions as may be necessary and proper to accomplish the purposes of this resolution.
Attachment A
Resolution No. 2026-024
Encina Wastewater Authority MOU
The foregoing Resolution was passed and adopted this 30th day of April 2026, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
APPROVED:
________________________________________
Katie Melendez, Board Chair
ATTEST:
_______________________________
Ana Marie Alarcon, Clerk to the Board
90469.00200\44884654.1
4913-2774-3131 v1
MEMORANDUM OF UNDERSTANDING
Between Clean Energy Alliance and Encina Wastewater Authority Regarding Development Planning for the Encina Phase 2 Biogas-to-Energy Project This Memorandum of Understanding ("MOU") is dated as of May 27th, 2026 ("Effective Date") and entered into by and between Clean Energy Alliance, a California joint powers authority ("CEA"), located at 5857 Owens Avenue, 3rd Floor, Carlsbad, CA 92008, and the Encina Wastewater Authority, a California joint powers authority ("EWA"), located at 6200 Avenida Encinas, Carlsbad, CA 92011. CEA and EWA may each be referred to individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, EWA owns and operates the Encina Wastewater Pollution Control Facility, which produces biogas as part of its wastewater treatment operations; WHEREAS, EWA is exploring opportunities to enhance beneficial use of its biogas resources through installation of a new biogas treatment and electric generation facility ("Project") located at the Encina facility, with the goal of producing renewable electricity for export to the grid;
WHEREAS, CEA is a community choice aggregator (“CCA”) serving Carlsbad and six other Member Agency cities in northern San Diego County and has authority to procure electricity on behalf of its customers;
WHEREAS, the Parties desire to collaborate on evaluating the Project’s viability, including preliminary design, interconnection analysis, technical feasibility, and economic feasibility (including potential grant funding);
WHEREAS, subject to future approvals and a mutually agreeable Power Purchase Agreement ("PPA") between the Parties, CEA may serve as the offtaker for renewable electricity generated by the Project;
WHEREAS, the Parties wish to memorialize a cooperative process, cost‑sharing arrangement, and timeline for next steps in the development of the Project.
NOW, THEREFORE, the Parties enter into this MOU as follows:
Attachment B
90469.00200\44884654.1
4913-2774-3131 v1
1. PURPOSE
The purpose of this MOU is to establish a collaborative framework between CEA and EWA to evaluate, plan, and potentially pursue the Encina Biogas-to-Energy Project, including technical analyses, financial evaluation, grant funding coordination, and development of a potential PPA.
2. SCOPE OF COLLABORATION – JOINT TECHNICAL AND FEASIBILITY ACTIVITIES CEA and EWA agree to jointly undertake the following activities, with the following lead agencies:
A. EWA will lead development of:
i. Preliminary Design & Engineering;
ii. Project Delivery Framework & Project Cost Estimate; iii. Appropriate Analysis Under the California Environmental Quality Act; and iv. Procurement Documents.
B. CEA will lead development of:
i. Interconnection and Grid Analysis;
ii. Grant Funding Strategy; and
iii. Public Relations Efforts
3. COST SHARING
CEA and EWA will be responsible for their own staff costs and time related to all items under the Scope described herein. Third-party costs – which may include third-party consultant fees, technical studies, interconnection fees – will be shared at 50%/50% between the Parties. Such shared third-party costs shall not exceed $50,000 in the aggregate by each Party without prior written approval of both Parties before such cost are incurred. This clause shall be legally binding. Each Party will notify the other before contracting for any such third-party costs. Each Party will invoice the other on a monthly basis for actual costs incurred that are reimbursable pursuant to this Section 3.
In order to maintain proper accounting of costs and reimbursement, the Parties will not offset obligations pursuant to this section.
4. TIMELINE AND MILESTONES
The Parties anticipate detailed project design and implementation to begin by January 1, 2029. For interim milestones in advance of this target date, a project schedule table will be jointly developed under this MOU outlining anticipated dates for interconnection 90469.00200\44884654.1
4913-2774-3131 v1
studies, preliminary engineering, cost estimates, grant pursuit outreach, PPA drafting, as well as projected dates for project implementation and construction milestones.
5. DURATION AND TERMINATION
This MOU remains in effect until December 31, 2028 unless extended. Either Party may terminate this MOU with 30 days’ written notice. The obligations of each Party pursuant to Section 3 will survive termination with respect to costs that were obligated or incurred prior to notice of termination.
6. CONFIDENTIALITY
The work performed under this MOU will be subject to the terms of that certain Mutual Nondisclosure Agreement between the Parties of a substantially even date herewith.
7. MODIFICATION
This MOU may only be modified by written agreement between the Parties.
IN WITNESS WHEREOF, the Parties to this MOU through their duly authorized representatives have executed this MOU as of the Effective Date.
CLEAN ENERGY ALLIANCE
By: ______________________________
Name: Gregory Wade
Title: Chief Executive Officer
ENCINA WASTEWATER AUTHORITY
By: ______________________________
Name: Scott McClelland
Title: General Manager
Staff Report
DATE: April 30, 2026
TO: Clean Energy Alliance Board of Directors
FROM: CEO Performance Review Subcommittee
Johanna N. Canlas, General Counsel
ITEM 10: Approving the Fourth Amendment to the Chief Executive Officer’s Employment Agreement
RECOMMENDATION:
Adopt Resolution No. 2026-025 approving the Fourth Amendment to the Chief Executive Officer’s Employment Agreement in substantial form as Attachment B or as presented at the meeting, with nonsubstantive revisions approved by the Chair and reviewed and approved as to form by General Counsel.
BACKGROUND AND DISCUSSION:
On September 28, 2023, Clean Energy Alliance (CEA) Board of Directors (Board) appointed Gregory Wade as its Chief Executive Officer (CEO) and approved the corresponding Employment Agreement (Agreement). The Agreement was subsequently amended on November 9, 2023, November 21, 2024, and April 24, 2025 (Amended Agreement).
Section 3(c) of the Agreement provides for annual performance review. c. Annual Performance Review. CEA shall perform an annual performance review of Executive on or before the anniversary date of the Agreement. The Board or a committee of the Board of Directors will review the base compensation, bonuses, and benefits provided to the Executive under this Agreement and may, in their sole discretion, adjust the same subject to approval by a majority of the members of the Board.
On October 2025 and January 2026, CEA Board of Directors performed the annual performance review of Executive and formed a Board subcommittee to review the base compensation, bonuses, and benefits provided to the Executive under the Agreement. The subcommittee is comprised of Board members Becker, Bhat-Patel and Garcia.
It was determined that the CEO’s performance merited a salary adjustment. ~
CLEAN ENERGY ALLIANCE
4868-8550-8185.2
April 30, 2026
Fourth Amendment to CEO Employment Agreement
Staff Report - CEO 4th Amendment Employment Agreement 4934-7405-1725 v.1.docx The attached resolution and proposed Fourth Amendment to the Employment Agreement provides for the amended language to Section 3(a) to reflect a ten percent (10%) salary adjustment for the Board’s consideration.
FISCAL IMPACT:
The base salary of $341,250 will be adjusted to $375,000 effective February 1, 2026. The salary increase contemplated under the proposed Fourth Amendment to the Employment Agreement is within the budgeted amounts in Fiscal Year 2025-26.
ATTACHMENTS:
A. Resolution No. 2026-025
B. Fourth Amendment to CEO Employment Agreement
Reso G. Wade 4th Amendment 4929-0795-0989 v.1.docx 1
CLEAN ENERGY ALLIANCE
RESOLUTION NO. 2026-025
A RESOLUTION OF THE CLEAN ENERGY ALLIANCE BOARD OF DIRECTORS APPROVING THE FOURTH AMENDMENT TIO THE CHIEF EXECUTIVE OFFICER’S EMPLOYMENT
AGREEMENT
WHEREAS, the Board of Directors of the Clean Energy Alliance (“CEA”) (“Board”) appointed the Chief Executive Officer (“CEO”) and approved the corresponding employment agreement (“Agreement”) on September 28, 2023; and
WHEREAS, the Section 3(c) of the Agreement provides for an Annual Performance Review of the Executive on or before the anniversary date of the Agreement; and WHEREAS, the Board performed the annual performance review of CEO on October 2025 and January 2006 and formed a Board subcommittee to review the base compensation, bonuses, and benefits provided to the CEO under the Agreement; and
WHEREAS, it is determined that an adjustment to the base salary is warranted based on the CEO’s performance.
NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of the Clean Energy Alliance, as follows:
Section 1. The Fourth Amendment to the Chief Executive Officer’s Employment Agreement (attached as Exhibit A) is approved.
Section 2. The Board Chair is authorized to execute the Fourth Amendment to the Employment Agreement in the form reviewed and approved by the General Counsel.
The foregoing Resolution was passed and adopted this 30th day of April 2026, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
APPROVED:
________________________________________
Katie Melendez, Board Chair
ATTEST:
_______________________________
Ana Marie Alarcon, Clerk to the Board
Attachment A
4th Amendment CEO Employment Agreement 4903-2543-9373 v.1.docx
FOURTH AMENDMENT TO CHIEF EXECUTIVE OFFICER EMPLOYMENT
AGREEMENT
This FOURTH AMENDMENT TO CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT (“Fourth Amendment”) is entered on _______, 2026, and is an amendment to the CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT (“Agreement”) that was made by and between CLEAN ENERGY ALLIANCE, a California joint powers authority (“CEA”), and Gregory Wade, an individual (“Executive”) that was dated and effective as of December 1, 2023, subsequently amended on November 9, 2023 (“First Amendment”), November 21, 2024 (“Second Amendment”), and April 24, 2025 (“Third Amendment”) (together referred as “Amended Agreement”).
RECITALS
A. Whereas, Section 3(c) of the Agreement provides for an Annual Performance Review of the Executive on or before the anniversary date of the Agreement; and B. Whereas, CEA Board of Directors performed the annual performance review of Executive on October 2025 and January 2026 and formed a Board subcommittee to review the base compensation, bonuses, and benefits provided to the Executive under the Agreement; and
C. Whereas, it is determined that an adjustment to base salary is warranted based on Executive’s performance; and
D. Whereas, the CEA and Executive intend that all terms of the Amended Agreement shall remain effective to the extent they are not amended by this Fourth Amendment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Parties agree as follows:
SECTION 3. Section 3(a) is hereby amended to read as follows:
Base Salary. Effective February 1, 2026, Executive shall receive a base annual salary of Three Hundred Seventy-Five Thousand Dollars ($375,000) payable on a pro-rata basis in accordance with CEA’s payroll practices and less all applicable payroll taxes and withholdings.
Except as herein amended, the Agreement, First Amendment, Second Amendment, and Third Amendment shall remain in full force and effect.
Attachment B
4th Amendment CEO Employment Agreement 4903-2543-9373 v.1.docx 2 IN WITNESS WHEREOF, CEA and Executive have executed this Agreement on the date written below:
CLEAN ENERGY ALLIANCE: EXECUTIVE:
By: ________________________ By: ______________________ Katie Melendez, Chair Gregory Wade
CEA Board of Directors
APPROVED AS TO FORM:
By: ________________________________
Johanna N. Canlas, General Counsel