Board of Directors of the
Clean Power Alliance of Southern California
Regular Meeting
Thursday, October 5, 2023
2:00 p.m.
Visit CPA’s YouTube Channel to view a Live Stream of the Meeting *There may be a streaming delay of up to 90 seconds. This is a view-only live stream.
CPA Office
801 S. Grand Ave., Suite 400
Los Angeles, CA 90017
Members of the public may also participate in this meeting at the following locations:
Calabasas City Hall
Council Conference Room
100 Civic Center Way
Calabasas, CA 91301
Ventura County Government Center
Channel Islands Conference Room, 4th Floor
Hall of Administration
800 South Victoria Avenue
Ventura, CA 93009
Whittier City Hall
Admin Conference Room
13230 Penn Street
Whittier, CA 90602
South Bay Cities Council of Governments
Conference Room
2355 Crenshaw Blvd., Suite 125
Torrance, CA 90501
PUBLIC COMMENT: Members of the public may submit their comments by one of the following options:
• Email Public Comment: Members of the public are encouraged to submit written comments on any agenda item to [email protected] up to four hours before the meeting. Written public comments will be announced at the meeting and become part of the meeting record. Public comments received in writing will not be read aloud at the meeting. • Provide Public Comment During the Meeting: The General Public Comment item is reserved for persons wishing to address the Board on any Clean Power Alliance-related matters not on today’s agenda. Public comments on matters on today’s Consent Agenda and Regular Agenda shall be heard at the time the matter is called. Comments on items on the Consent Agenda are consolidated into one public comment period. Members of the public who wish to address the Board at CPA’s Office are requested to complete a comment card and provide it to staff. If you are attending from a remote location, please identify yourself to a CPA representative when your item is called. Each speaker is limited to two (2) minutes (in whole-minute increments) per agenda item with a cumulative total of five 5 minutes to be allocated between the General Public Comment, the entire Consent Agenda, or individual items in the Regular Agenda. Please refer to Policy No. 8 – Public Comment for additional information.
Agenda Page 1
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If the PDF is downloaded, the bookmark panel (ribbon icon) appears on the left side of the screen.
ACCESSIBILITY: Meetings are accessible to people with disabilities. Individuals who need special assistance or a disability-related modification or accommodation to participate in this meeting, or who have a disability and wish to request an alternative format for the meeting materials, should contact the Clerk of the Board at least two (2) working days before the meeting at [email protected] or (213) 713- 5995. Notification in advance of the meeting, while not required, will enable us to make reasonable arrangements to ensure accessibility to this meeting and the materials related to it.
CALL TO ORDER AND PLEDGE OF ALLEGIANCE
ROLL CALL
GENERAL PUBLIC COMMENT
CONSENT AGENDA
1. Approve Minutes from the September 7, 2023 Board of Directors Meeting
2. Approve and Authorize the Chief Executive Officer to Execute a One-Year Professional Services Agreement with Bloom Ads Global Media Group for a Not-to-Exceed Amount of $250,000
3. Ratify Two Special Assessments for General Rate Case (GRC) and Energy Resource Recovery Account (ERRA) Proceeding Management Services from the California Community Choice Association for Contracts with (a) MRW & Associates with a Not-to-Exceed Amount of $24,300, (b) NewGen Strategies & Solutions with a Not-to-Exceed Amount of $94,200, and (c) Keyes & Fox LLP with a Not-to-Exceed Amount of $118,440
4. Approve and Authorize the Chief Executive Officer to Execute the Professional Legal Services Agreement between CPA and (a) Keyes & Fox LLP with a Not-Exceed Amount of $380,000 per contract year and (b) Clean Energy Counsel, LLP with a Not-Exceed Amount of $570,000 Per Contract Year
5. Receive and File Monthly Bill Positions Report
6. Receive and File Monthly Community Advisory Committee Report
REGULAR AGENDA
Action Item
7. A) Adopt Resolution 23-10-056 Authorizing the Offer of Membership to the Cities of La Cañada-Flintridge, Lynwood, and Port Hueneme to Join CPA with Service to Customers to Begin in 2025 or the Year Specified by the California Public Utilities Agenda Page 2
Commission (CPUC) in its Approval of CPA’s Addendum to its Implementation Plan, if later than 2025; and,
B) Direct Staff to Prepare an Implementation Plan Addendum and Any Related Documents as Required by the CPUC and for Consideration by the Board at a Public Hearing at the December 7, 2023 Meeting
Information Item
8. Receive Update on Long-Term Power Contracting
MANAGEMENT REPORT
COMMITTEE CHAIR UPDATES
Director Deborah Klein Lopez, Chair, Legislative & Regulatory Committee Director Susan Santangelo, Chair, Finance Committee
Director Robert Parkhurst, Chair, Energy Planning & Resources Committee
BOARD MEMBER COMMENTS
REPORT FROM THE CHAIR
ADJOURN – NEXT REGULAR MEETING ON NOVEMBER 2, 2023
Public Records: Public records that relate to any item on the open session agenda for a regular Board Meeting are available for public inspection. Those records that are distributed less than 72 hours prior to the meeting are available for public inspection at the same time they are distributed to all, or a majority of, the members of the Board. Public records are available for inspection at CPA’s Office at 801 S. Grand Ave., Suite 400, Los Angeles, CA 90017, or online at www.cleanpoweralliance.org/agendas.
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Commonly Used Acronyms
BESS Battery Energy Storage System
CAC Community Advisory Committee
CAISO California Independent System Operator
CALCCA California Community Choice Association
CalEVIP California Electric Vehicle Incentive Program
CARB California Air Resources Board
CARE California Alternate Rates for Energy (Low Income Discount Rate) CCA Community Choice Aggregation
CEC California Energy Commission
CPUC California Public Utilities Commission
DA Direct Access (Private Retail Energy Supplier)
DAC Disadvantaged Community (As Defined by Calenviroscreen 3.0) DER Distributed Energy Resources
DR Demand Response
ERMP Energy Risk Management Policy
ERRA Energy Resource Recovery Account (SCE Generation Rate Setting)
ESA Energy Storage Agreement
EVSE Electric Vehicle Supply Equipment (EV Charger)
FERA Family Electric Rate Assistance (Low Income Discount Rate) GHG Greenhouse Gas
IOU Investor Owned Utility
IRP Integrated Resource Plan
JPA Joint Powers Authority
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Commonly Used Acronyms
Kwh Kilowatt-Hour (A Measure of Energy Used in A One-Hour Period) Kw Kilowatt = 1,000 Watts (Watt = A Measure of Instantaneous Power) LSE Load Serving Entity
MB Medical Baseline (Discount Rate for Medical Equipment Needs) MW Megawatt = 1,000 Kilowatts
Mwh Megawatt-Hour = 1,000 Kilowatt-Hours
NEM Net Energy Metering (Usually for Customers with Solar) OAT Other Applicable Tariffs
PCIA Power Charge Indifference Adjustment (Can Be Called “Exit Fee”) PCC1 Renewable Energy Generated Inside California
PCC2 Renewable Energy Generated Outside California
PCC3 A REC from A Renewable Resource, Delivered Without Energy PCL Power Content Label
POU Publicly Owned or Municipal Utility
PPA Power Purchase Agreement
PSPS Public Safety Power Shutoff
PV Photovoltaic (Solar) Panels
RA Resource Adequacy
REC Renewable Energy Credit
RPS Renewables Portfolio Standard
T&D Transmission and Distribution
TOU Time Of Use (Used to Refer to Rates that Differ by Time Of Day) WECC Western Electricity Coordinating Council
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Staff Report – Agenda Item 1
To: Board of Directors
Subject: Approve Minutes from the September 7, 2023 Board of Directors Meeting
Date: October 5, 2023
RECOMMENDATION
Approve.
ATTACHMENT
1. Minutes
Agenda Page 6
MINUTES
Board of Directors of the
Clean Power Alliance of Southern California
Regular Meeting
Thursday, September 7, 2023, 2:00 p.m.
Meeting videos are available on CPA's YouTube Channel.
http://www.youtube.com/@CPApublicmeetings
Board members participated from the following locations:
Calabasas City Hall
Council Conference Room
100 Civic Center Way
Calabasas, CA 91301
CPA Office
801 S. Grand Ave., Suite 400
Los Angeles, CA 90017
Whittier City Hall
Admin Conference Room
13230 Penn Street
Whittier, CA 90602
Ventura County Government Center
Channel Islands Conference Room, 4th Floor
Hall of Administration
800 South Victoria Avenue
Ventura, CA 93009
South Bay Cities Council of Governments
Conference Room
2355 Crenshaw Blvd., Suite 125
Torrance, CA 90501
CALL TO ORDER & ROLL CALL
Chair Julian Gold called the meeting to order at 2:00 p.m. and Gabriela Monzon, Clerk of the Board, conducted roll call.
PLEDGE OF ALLEGIANCE
Director Primuth led the pledge of allegiance.
Roll Call
1 Agoura Hills Deborah Klein Lopez Director Remote
2 Alhambra Absent
3 Arcadia Michael Cao Director Present
4 Beverly Hills Julian Gold Chair Present
5 Calabasas Ed Albrecht Alternate Remote
6 Camarillo Absent
7 Carson Cedric L. Hicks, Sr. Director Present
8 Claremont Corey Calaycay Director Present
9 Culver City Joe Susca Alternate Remote
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10 Downey Absent
11 Hawaiian Gardens Absent
12 Hawthorne Alex Monteiro Director Present
13 Hermosa Beach Doug Krauss Director Remote
14 Los Angeles County Lindsey Horvath Vice Chair Present 15 Malibu Marianne Riggins Director Remote
16 Manhattan Beach Amy Howorth Director Remote
17 Moorpark Renee Delgado Director Remote
18 Ojai Michelle Ellison Alternate Remote
19 Oxnard Bert Perello Director Remote
20 Paramount Absent
21 Redondo Beach Absent
22 Rolling Hills Estates Debby Stegura Director Remote
23 Santa Monica Gleam Davis Director Present
24 Santa Paula Jenny Crosswhite Director Present
25 Sierra Madre Robert Parkhurst Director Remote
26 Simi Valley Rocky Rhodes Director Present
27 South Pasadena Jon Primuth Director Present
28 Temple City Absent
29 Thousand Oaks David Newman Director Remote
30 City of Ventura Liz Campos Director Remote
31 Ventura County Vianey Lopez Vice Chair Remote
32 West Hollywood John Erickson Director Present
33 Westlake Village Absent
34 Whittier Leon Vasquez Alternate Remote
All votes are unanimous unless otherwise stated.
GENERAL PUBLIC COMMENT
There was no public comment.
CONSENT AGENDA
1. Approve Minutes from the July 6, 2023, Board of Directors Meeting
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2. Adopt Resolution 2023-09-055 to Adopt Wireless Technology Rates for Fiscal Year 2023/2024
3. Authorize the Chief Executive Officer to Execute Task Order No. 1 with Viridis Consulting for Customer Programs Support Services for a Not-To-Exceed Amount of $175,780 for Term Ending on March 15, 2024
4. Receive and File CY Q2 Communications Report
5. Receive and File CY Q2 Risk Management Team Report
6. Receive and File Annual Electricity Usage by Jurisdiction
7. Receive and File Monthly Bill Positions Report
8. Receive and File Monthly Community Advisory Committee (CAC) Report Motion: Director Erickson, West Hollywood
Second: Director Hicks, Carson
Vote: The consent agenda was approved by a roll call vote with abstentions from Directors Parkhurst and Primuth on Item 1.
REGULAR AGENDA
9. Approve Six (6) Renewable Power Purchase Agreements with Prologis for Local Solar Resources to Serve the Power Share Program and Authorize the Chief Executive Officer to Execute the Agreements
Lindsay Saxby, Vice President, Power Supply, provided a presentation on six Power Purchase Agreements (PPAs) for the Power Share program. The PPAs involve rooftop solar projects designated to serve either the Disadvantaged Community Green Tariff Program (DAC-GT) or the Community Solar Green Tariff Program (CSGT), both offered by the California Public Utilities Commission (CPUC) and constituting CPA's Power Share Program. Prologis is the developer for the six projects, which are expected to become operational by 2025 with a 20- year delivery term. Upon Board approval of these PPAs, CPA will fulfill its total allocation for the DAC-GT and CSGT programs. Ms. Saxby reviewed the scores of the six projects against CPA's scoring criteria and metrics.
Director Parkhurst asked questions about the DAC-GT and CSGT programs, including how the six projects compared to previously contracted projects. Staff noted that the programs are available to all Load Serving Entities (LSEs) statewide, but CPA is among the few that will soon fulfill their total capacity for both programs.
In the region, SCE also received a program allocation and has completed one project. Regarding project comparisons, staff actively seek out projects that achieve high ratings in all categories, though it is unusual to have six projects with such high scores across the board. Project location is one area where projects can sometimes score low or medium since they are outside CPA's service territory or outside of California, particularly wind and geothermal projects. Vice Chair Horvath asked about customer outreach, best practices and lessons learned, and program growth, considering CPA will reach total capacity. Ted Bardacke, CEO, explained that marketing tools vary depending on the target audience; language-specific media and targeted prepaid mail-in cards have proven effective. Following the first round of marketing, staff improved the customer sign-up process, which increased enrollment. Additionally, collaborating with large entities with land and buildings in CPA's service territory can be another way to scale the program more effectively in the future. Concerning the programs’ future growth, staff are collaborating with the California Infrastructure Bank and Los Angeles County to submit applications under the federal government’s “Solar for All” solicitation to expand the DAC-GT
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and CSGT programs, creating more opportunities for similar projects. Vice Chair Horvath expressed gratitude to CPA staff for their dedicated efforts. Director Crosswhite asked if there's a risk that the CPUC can change the program; Mr.
Langer noted that it's not likely, and for example, if the CPUC were to remove cost recovery for existing customers, CPA can absorb costs and continue to honor project commitments. Director Rhodes asked about customer enrollment numbers and participation in rooftop programs outside the DAC-GT and CSGT. Mr.
Bardacke specified that CPA has approximately 6,300 customers signed up, but the total program allocation is for 7,600 customers. Builders and property owners can respond to CPA's other clean energy Requests for Offers (RFOs), but a solar developer's expertise in solicitations and developments is often beneficial. In response to Director Perello's question about tracking the number of customers benefiting from the programs, Mr. Bardacke indicated that the average household size is about 3.5 people per CPA customer. Chair Gold recognized staff's work on the projects and congratulated the team.
Motion: Vice Chair Horvath, Los Angeles County
Second: Director Erickson, West Hollywood
Vote: Item 9 was approved by a roll call vote.
10. Retention Incentive Program (a) Adopt Employee Retention Incentive Program (Policy) (b) Approve and Authorize the Board Chair to Execute the Amended and Restated Employment Agreement with the Chief Executive Officer to Include the Retention Incentive as a Benefit (c) Approve and Authorize the Board Chair to Execute the Amended and Restated Employment Agreement with the General Counsel to Include the Retention Incentive as a Benefit Mr. Bardacke provided a brief oral report on the item. Chair Gold indicated that the Board previously budgeted the costs for the program, and there would not be a fiscal impact. The Executive Committee extensively discussed the program, deliberated on the distinctions between an incentive program and a retention program, and firmly believes that CPA staff’s unique abilities must be retained in the face of a competitive field. Chair Gold added that the individual contracts of Mr.
Bardacke and Nancy Whang, General Counsel, would be amended to reflect their eligibility for this program. Directors Parkhurst and Perello expressed their support for the Retention Incentive Program, recognizing their integral role in the organization’s success.
Motion: Director Howorth, Manhattan Beach
Second: Director Hicks, Carson
Vote: Item 10 was approved by a roll call vote.
Dr, Monique Edwards-Greer, Chief Administrative Officer, thanked the Board of Directors for their continued support.
MANAGEMENT REPORT
Mr. Bardacke provided an oral report. CPA will send communication to all customers highlighting the joint rate comparison with Southern California Edison (SCE) and presenting the Power Content Label that reflects all energy sources. In October, Alhambra, Paramount, and non-residential customers in Unincorporated Los Angeles
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County will transition to the 100% Green default energy option. CPA’s website now features an interactive community map that showcases the environmental and program benefits of each respective city. Staff expects Assembly Bill 1373, which authorizes the Department of Water Resources to act as a central buyer for certain electricity resources, to pass. Mr. Bardacke thanked Board members and staff for their involvement in amending the bill; CPA has adopted a neutral position on AB 1373.
In response to Board member questions, Mr. Bardacke indicated that the Department of Water Resources could function both as a resource to assist with hard to develop projects and as a competitor in the buying market. Mr. Bardacke said that CPA is on track to contribute approximately $80-81 million to the net position in FY 2022/23. Director Ellison congratulated the cities transitioning to the 100% Green energy default option and encouraged others to take advantage of the favorable rates and do the same. In response to Director Perello’s question about recent storms, Mr. Langer indicated that staff has not been notified of performance inability due to storm damage.
COMMITTEE CHAIR UPDATES
Director Deborah Klein Lopez, Chair, Legislative & Regulatory Committee, indicated that CPA has taken positions on several legislative bills, which will be reported next month.
Director Parkhurst, Energy Planning & Resources Committee, reported that a recently completed RFO has received a record number of bids with a good distribution of projects; thanked the Energy Committee for their willingness to participate in several upcoming RFO review teams.
BOARD MEMBER COMMENTS
None.
REPORT FROM THE CHAIR
Chair Gold welcomed Director Primuth to the Board. Chair Gold announced that a panel discussion with SCE’s senior leadership would take place to explore solutions to grid infrastructure problems and invited interested Board members to participate. Chair Gold referenced the formation of a taskforce dedicated to discussing and educating customers on electrical resilience and conservation.
ADJOURN
Chair Gold adjourned the meeting at 3:07 p.m.
Agenda Page 11
Staff Report – Agenda Item 2
To: Board of Directors
From: Cara Rene, Director, Communications & Marketing
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Approve and Authorize the Chief Executive Officer to Execute a One-Year Professional Services Agreement (PSA) with Bloom Ads Global Media Group for a Not to Exceed Amount of $250,000 Date: October 5, 2023
RECOMMENDATION
Approve and authorize the Chief Executive Officer to execute a one-year Professional Services Agreement (PSA) with Bloom Ads Global Media Group for Paid Media Services in FY2023/24 for a Not to Exceed (NTE) amount of $250,000.
BACKGROUND/DISCUSSION
Paid media services include research and planning, media buying, facilitation of potential promotional partnerships, and data analysis/reporting to support marketing and communications, with an emphasis on enrollment of customers in CPA programs and growth of CPA’s brand awareness in the communities it serves. During Fiscal Years 2021/22 and 2022/23, CPA received paid media services from Fraser Communications as part of its overall creative services contract.
In FY2023/24, CPA’s Communications and Marketing team seeks to bring a more specialized approach and additional innovation to paid media services. An RFP for paid media services was launched in August 2023. Seven vendors responded to the RFP.
CPA staff recommends Los Angeles-based Bloom Ads Global Media Group as the vendor to provide these services due to its deep expertise, robust experience in media buying in
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Board of Directors Item 2
the region, strong analysis and real-time reporting capabilities, and their ability to leverage long-term media relationships that can bring added value to CPA.
Staff expect Bloom will assist CPA in a number of areas, including but not limited to:
• Launch of a new battery energy storage incentive program and a new community solar + storage program
• Expansion of the Power Share program to serve 1,400 more low-income customers
• Continued enrollment of customers in all pathways of the Power Response program
• Welcoming three new members agencies and begin service in their communities • Growing the roster of Green Leaders as more business customers select 100% Green Power
FISCAL IMPACT
Funds for the proposed PSA with Bloom Ads Global Media Group are included in the Board-approved FY2023/24 Budget.
ATTACHMENTS
1. PSA with Bloom Ads Global Media Group
Agenda Page 13
1 Clean Power Alliance of Southern California
This Professional Services Agreement (this “Agreement”), dated and effective as of October 5, 2023 (the “Effective Date”), is made by and between:
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA (“CPA”), and BLOOM ADS GLOBAL MEDIA GROUP (“Contractor”).
CPA and Contractor are sometimes collectively referred to herein as the “Parties” and each individually as a “Party.” In consideration of the terms of this Agreement, and for other good and valuable consideration, the Parties make the following acknowledgments and agreements:
RECITALS
WHEREAS, CPA may contract with a provider for paid media services; WHEREAS, CPA conducted a Request for Proposals (“RFP”) and CPA selected Contractor because Contractor has the expertise and experience to provide the specified services to CPA and offered CPA the Best Value; WHEREAS, Contractor desires to provide these specified services to CPA; WHEREAS, the purpose of this Agreement is to set forth the terms and conditions upon which Contractor shall provide services to CPA; NOW, THEREFORE, it is agreed based on the consideration set forth below by the Parties to this Agreement as follows:
AGREEMENT
1. Definitions
a. The definition of “Confidential Information” is set forth in paragraph 10.b. of this Agreement.
b. “CPA Data” shall mean all data gathered or created by Contractor in the performance of the Services pursuant to this Agreement, including any customer or customer-related data.
c. “CPA Information” shall mean all confidential, proprietary, or sensitive information provided by CPA to Contractor in connection with this Agreement. d. “CPA Materials” shall mean all finished or unfinished content, writing and design of materials but not limited to messaging, design, personalization, or other materials, reports, plans, studies, documents and other writings prepared by Contractor, its officers, employees and agents for CPA for the performance of, the purpose of, or in the course of implementing this Agreement.
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2 e. “CPA Product” includes collectively CPA Data, CPA Information, and CPA Materials.
f. “Services” shall mean the scope of work Contractor provides to CPA as specified in Exhibit A.
2. Exhibits and Attachments
The following exhibits and attachments are attached to this Agreement and incorporated into this Agreement by this reference:
Exhibit A – Scope of Work
Exhibit B – Reserved
Exhibit C – Compensation
Exhibit D – Contractor’s Proposal
Should a conflict arise between language in the body of this Agreement and any exhibit or attachment to this Agreement, the language in the body of this Agreement controls, followed by Exhibit A, B, C, and D in that order.
3. Services to be Performed by Contractor
In consideration of the payments set forth in this Agreement and in Exhibit C, Contractor shall perform services for CPA in accordance with the terms, conditions, and specifications set forth in this Agreement and in Exhibit A (“Services”).
4. Compensation
CPA agrees to compensate Contractor as specified in Exhibit C:
a. In consideration of the Services provided by Contractor in accordance with all terms, conditions and specifications set forth in this Agreement and Exhibit A, CPA shall make payment to Contractor on a fixed fee basis and in the manner specified in Exhibit C.
b. Unless otherwise indicated in Exhibit C, Contractor shall invoice CPA monthly to [email protected] for all compensation related to Services performed during the previous month. Payments shall be due within fifteen (15) calendar days after the date the invoice is submitted to CPA at the specified email address. All payments must be made in U.S. dollars.
5. Term
Subject to compliance with all terms and conditions of this Agreement, the term of this Agreement shall be one (1) year from the Effective Date (“Initial Term”). At the end of the Initial Term, the Parties may renew this Agreement for two successive one (1) year terms for a maximum of two additional years (each, a “Renewal Term”), unless either Party provides ninety (90) days prior written notice of its intent not to renew the term of the Agreement (“Renewal Notice”).
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3 6. Termination
a. Termination for Convenience. CPA may terminate the Agreement in accordance with this paragraph in whole, or from time to time in part, whenever CPA determines that termination is in CPA’s best interests. A termination for convenience, in part or in whole, shall take effect by CPA delivering to Contractor, at least thirty (30) calendar days prior to the effective date of the termination or prior to a Notice of Termination specifying the extent to which performance of the Services under the Agreement is terminated.
If the termination for convenience is partial, Contractor may submit to CPA a request in writing for equitable adjustment of price or prices specified in the Agreement relating to the portion of this Agreement which is not terminated. CPA may, but shall not be required to, agree on any such equitable adjustment.
Nothing contained herein shall limit the right of CPA and Contractor to agree upon amount or amounts to be paid to Contractor for completing the continued portion of the Agreement when the Agreement does not contain an established price for the continued portion. Nothing contained herein shall limit CPA’s rights and remedies at law.
b. Termination for Default. If Contractor fails to provide in any manner the Services required under this Agreement, otherwise fails to comply with the terms of this Agreement, or violates any ordinance, regulation or law which applies to its performance herein and such default continues uncured for thirty (30) calendar days after written notice is given to Contractor, CPA may terminate this Agreement by giving five (5) business days' written notice. If Contractor requires more than thirty (30) calendar days to cure, then CPA may, at its sole discretion, authorize additional time as may reasonably be required to effect such cure provided that Contractor diligently and continuously pursues such cure.
c. Termination for Lack of Third-Party Funding. CPA may terminate this Agreement if funding for this Agreement is reduced or eliminated by a third-party funding source. d. Effect of Termination. Upon the effective date of expiration or termination of this Agreement: (i) Contractor may immediately cease providing Services in its entirety or if a termination to a part of the Agreement, cease providing the Services that have been terminated; (ii) any and all payment obligations of CPA under this Agreement will become due immediately except any equitable adjustment pursuant to Paragraph 5(a); (iii) promptly transfer title and deliver to CPA all CPA Product or any work in progress pursuant to this Agreement; and (iv) each Party will promptly either return or destroy (as directed by the other Party) all Confidential Information of the other Party in its possession as well as any other materials or information of the other Party in its possession.
Upon such expiration or termination, and upon request of CPA, Contractor shall reasonably cooperate with CPA to ensure a prompt and efficient transfer of all data, documents and other materials to CPA in a manner such as to minimize the impact of expiration or termination on CPA’s customers.
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4 7. Contract Materials
CPA owns all right, title and interest in and to all CPA Materials and CPA Data. Upon the expiration of this Agreement, or in the event of termination, CPA Materials and all CPA Information, in whatever form and in any state of completion, shall remain the property of CPA and shall be promptly returned to CPA. Upon termination, Contractor may make and retain a copy of such Contract Materials if required by law or pursuant to the Contractor’s reasonable document retention or destruction policies.
8. Payments of Permits/Licenses
Contractor bears responsibility to obtain any license, permit, or approval required for it to provide the Services to be performed under this Agreement at Contractor’s own expense prior to commencement of the Services.
9. No Recourse against Constituent Members
CPA 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 the Joint Powers Agreement and is a public entity separate from its constituent members. CPA 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 CPA’s constituent members in connection with this Agreement.
10. Confidential Information
a. Duty to Maintain Confidentiality. Contractor agrees that Contractor will hold all Confidential Information in confidence, and will not divulge, disclose, or directly or indirectly use, copy, digest, or summarize, any Confidential Information unless necessary to comply with any applicable law, regulation, or in connection with any court or regulatory proceeding applicable in which case, any disclosure shall be subject to this paragraph, 10.c., and 10.d., below. b. Definition of “Confidential Information”. The following constitutes “Confidential Information,” whether oral or written: (a) the terms and conditions of, and proposals and negotiations related to, this Agreement, (b) information, in whatever form, that CPA shares with Contractor in the course and scope of this Agreement, or (c) information that either Contractor stamps or otherwise identifies as “confidential” or “proprietary” before disclosing it to the other.
Confidential Information shall not include: (l) information that is generally available to the public or in the public domain at the time of disclosure; (2) information that becomes publicly known other than through any breach of this Agreement by Contractor or its Representatives; (3) information which is subsequently lawfully and in good faith obtained by Contractor or its Representatives from a third party, as shown by documentation sufficient to establish the third party as the source of the Confidential Information; provided that the disclosure of such information by such third party is not known by Contractor or its Representatives to be in breach of a confidentiality agreement or other similar obligation of confidentiality; (4) information that Contractor or
Agenda Page 17
5 its Representatives develop independently without use of or reference to Confidential Information provided by Contractor; or (5) information that is approved for release in writing by Contractor.
c. California Public Records Act. The Parties acknowledge and agree that the Agreement including but not limited to any communication or information exchanged between the Parties, any deliverable, or work product are subject to the requirements of the California Public Records Act (Government Code Section 6250 et seq.). In order to designate information as confidential, the Disclosing Party must clearly stamp and identify the specific portion of the material designated with the word “Confidential.” The Parties agree not to over-designate material as Confidential Information. Over-designation includes stamping whole agreements, entire pages or series of pages as “Confidential” that clearly contain information that is not Confidential Information. d. Third Party Request for Confidential Information. Upon request or demand of any third person or entity not a Party hereto pursuant to the California Public Records Act for production, inspection and/or copying of Confidential Information (“Requested Confidential Information”), CPA will as soon as practical notify Contractor in writing via email that such request has been made. CPA will be solely responsible for taking at its sole expense whatever legal steps are necessary to prevent release to the third party of the Confidential Information designated by Contractor. If Contractor takes no such action after receiving the foregoing notice from CPA, CPA shall, at its discretion, be permitted to comply with the third party’s request or demand and is not required to defend against it. If Contractor does take or attempt to take such action, Contractor agrees to indemnify and hold harmless CPA, its officers, directors, employees and agents (“CPA Indemnified Parties”), from any claims, liability, award of attorneys’ fees, or damages, and to defend any action, claim or lawsuit brought against any of CPA Indemnified Parties for Contractor’s attempt to prevent disclosure or CPA’s refusal to disclose any Confidential Information.
11. Insurance
All required insurance coverages shall be substantiated with a certificate of insurance and must be signed by the insurer or its representative evidencing such insurance to CPA within 10 business days after the Agreement is fully executed. The general liability policy shall be endorsed naming Clean Power Alliance of Southern California and its employees, officers and agents as additional insureds. The certificate(s) of insurance and required endorsement shall be furnished to CPA prior to commencement of work and maintained throughout the Term and any Renewal Term. Each certificate shall provide for thirty (30) days advance written notice to CPA of any cancellation or reduction in coverage. Said policies shall remain in force through the life of this Agreement and shall be payable on a per occurrence basis only, except those required by paragraph (d) below which may be provided on a claims-made basis consistent with the criteria noted therein.
Nothing herein shall be construed as a limitation on Contractor’s obligation under paragraph 6 of this Agreement to indemnify, defend, and hold CPA harmless from any and all liabilities arising from the Contractor’s negligence, recklessness or willful misconduct in the performance of this Agreement. CPA agrees to timely notify the
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6 Contractor of any negligence claim.
Failure to provide and maintain the insurance required by this Agreement will constitute a material breach of the Agreement. In addition to any other available remedies, CPA may suspend payment to the Contractor for any services provided during any time that insurance was not in effect and until such time as the Contractor provides adequate evidence that Contractor has obtained the required coverage. a. General Liability
The Contractor shall maintain a commercial general liability insurance policy in an amount of no less than one million ($1,000,000.00) with a two million dollar ($2,000,000.00) aggregate limit. CPA shall be named as an additional insured on the commercial general liability policy and the Certificate of Insurance shall include an additional endorsement page.
b. Auto Liability
Where the services to be provided under this Agreement involve or require the use of any type of vehicle by Contractor in order to perform said services, Contractor shall also provide comprehensive business or commercial automobile liability coverage including non-owned and hired automobile liability in the amount of one million dollars combined single limit ($1,000,000.00).
c. Workers’ Compensation
The Contractor acknowledges the State of California requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of the Labor Code. If Contractor has employees, a copy of the certificate evidencing such insurance or a copy of the Certificate of Consent to Self-Insure shall be provided to CPA prior to commencement of work. d. Professional Liability Insurance
Coverages required by this paragraph may be provided on a claims-made basis with a “Retroactive Date” either prior to the date of the Agreement or the beginning of the contract work. If the policy is on a claims-made basis, coverage must extend to a minimum of twelve (12) months beyond completion of contract work. If coverage is cancelled or non-renewed, and not replaced with another claims made policy form with a “retroactive date” prior to the Agreement effective date, the Contractor must purchase “extended reporting” coverage for a minimum of twelve (12) months after completion of contract work.
Contractor shall maintain a policy limit of not less than $1,000,000.00 per incident. If the deductible or self-insured retention amount exceeds $100,000.00, CPA may ask for evidence that Contractor has segregated amounts in a special insurance reserve fund or Contractor’s general insurance reserves are adequate to provide the necessary coverage and CPA may conclusively rely thereon.
Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Agreement.
Contractor shall monitor the safety of the job site(s) during the project to comply with all applicable federal, state, and local laws, and to follow safe work practices.
Agenda Page 19
7 12. Indemnification
Contractor agrees to indemnify, defend, and hold harmless CPA, its employees, officers, and agents, from and against, and shall assume full responsibility for payment of all wages, state or federal payroll, social security, income or self-employment taxes, with respect to Contractor’s performance of this Agreement. Contractor further agrees to indemnify, and hold harmless CPA from and against any and all third- party claims, liabilities, penalties, forfeitures, suits, costs and expenses incident thereto (including costs of defense, settlement, and reasonable attorney’s fees), which CPA may hereafter incur, become responsible for, or pay out, as a result of death or bodily injuries to any person, destruction or physical damage to tangible property, or any violation of governmental laws, regulations or orders, to the extent caused by Contractor’s negligent acts, errors or omissions, or the negligent acts, errors or omissions of Contractor’s employees, agents, or subcontractors while in the performance of the terms and conditions of the Agreement, except for such loss or damage arising from the sole negligence or willful misconduct of CPA, elected and appointed officers, employees, agents and volunteers.
13. Independent Contractor
a. Contractor acknowledges that Contractor, its officers, employees, or agents will not be deemed to be an employee of CPA for any purpose whatsoever, including, but not limited to: (i) eligibility for inclusion in any retirement or pension plan that may be provided to employees of Contractor; (ii) sick pay; (iii) paid non-working holidays; (iv) paid vacations or personal leave days; (v) participation in any plan or program offering life, accident, or health insurance for employees of Contractor; (vi) participation in any medical reimbursement plan; or (vii) any other fringe benefit plan that may be provided for employees of Contractor.
b. Contractor declares that Contractor will comply with all federal, state, and local laws regarding registrations, authorizations, reports, business permits, and licenses that may be required to carry out the work to be performed under this Agreement. Contractor agrees to provide CPA with copies of any registrations or filings made in connection with the work to be performed under this Agreement.
14. Compliance with Applicable Laws
The Contractor shall comply with any and all applicable federal, state and local laws and resolutions affecting Services covered by this Agreement.
15. Nondiscriminatory Employment
Contractor and/or any permitted subcontractor, shall not unlawfully discriminate against any individual based on race, color, religion, nationality, sex, sexual orientation, age, protected veteran status, or condition of disability. Contractor and/or any permitted subcontractor understands and agrees that Contractor and/or any permitted subcontractor is bound by and will comply with the nondiscrimination mandates of all federal, state and local statutes, regulations and ordinances.
Agenda Page 20
8 16. Work Product.
All finished and unfinished reports, plans, studies, documents and other writings prepared by and for Contractor, its officers, employees and agents in the course of implementing this Agreement shall become the sole property of CPA upon payment to Contractor for such work. CPA shall have the exclusive right to use such materials in its sole discretion without further compensation to Contractor or to any other party. Contractor shall, at CPA’s expense, provide such reports, plans, studies, documents and writings to CPA or any party CPA may designate, upon written request. Contractor may keep file reference copies of all documents prepared for CPA.
17. Notices
Any notice, request, demand, or other communication required or permitted under this Agreement shall be deemed to be properly given when both: (1) transmitted via email to the email address listed below; and (2) sent to the physical address listed below by either being deposited in the United States mail, postage prepaid, or deposited for overnight delivery, charges prepaid, with an established overnight courier that provides a tracking number showing confirmation of receipt.
In the case of CPA, to:
Name/Title: Theodore Bardacke, Chief Executive Officer
Address: 801 S. Grand Ave., Suite 400, Los Angeles, CA 90017 Telephone: (213) 269-5890
Email: [email protected]
In the case of Contractor, to:
Name/Title: Kathe W. Bloom, President/CEO
Address: 20720 Ventura Blvd., Suite 140, Woodland Hills, CA 91364 Telephone: (818) 703-0218
Email: [email protected]
18. Assignment
Neither this Agreement nor any of the Parties’ rights or obligations hereunder may be transferred or assigned without the prior written consent of the other Party. Subject to the preceding sentence, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
19. Subcontracting
Contractor may not subcontract Services to be performed under this Agreement without the prior written consent of CPA. If the CPA’s written consent to a subcontract is not obtained, Contractor acknowledges and agrees that CPA will not be responsible for any fees or expenses claimed by such subcontractor.
Agenda Page 21
9 20. Retention of Records and Audit Provision
Contractor and any subcontractors authorized by the terms of this Agreement shall keep and maintain on a current basis full and complete documentation and accounting records, employees’ time sheets, and correspondence pertaining to this Agreement. Such records shall include, but not be limited to, documents supporting all income and all expenditures.
CPA shall have the right, during regular business hours, to review and audit all records relating to this Agreement during the Agreement period and for at least five (5) years from the date of the completion or termination of this Agreement. Any review or audit may be conducted on Contractor’s premises, or, at CPA’s option, Contractor shall provide all records within a maximum of fifteen (15) days upon receipt of written notice from CPA.
Contractor shall refund any monies erroneously charged. Contractor shall have an opportunity to review and respond to or refute any report or summary of audit findings and shall promptly refund any overpayments made by CPA based on undisputed audit findings.
21. Conflict of Interest
a. No CPA employee whose position with the CPA enables such employee to influence the award of this Agreement or any competing Agreement, and no spouse or economic dependent of such employee, shall be employed in any capacity by the contractor or have any other direct or indirect financial interest in this Agreement. No officer or employee of the Contractor who may financially benefit from the performance of work hereunder shall in any way participate in the CPA’s approval, or ongoing evaluation, of such work, or in any way attempt to unlawfully influence the CPA’s approval or ongoing evaluation of such work.
b. The Contractor shall comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Contractor warrants that it is not now aware of any facts that create a conflict of interest. If the Contractor hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it shall immediately make full written disclosure of such facts to CPA. Full written disclosure shall include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph shall be a material breach of this Agreement.
22. Publicity
Contractor shall not issue a press release or any public statement regarding the Agreement, Services contemplated by this Agreement, or any other related transaction unless CPA has agreed in writing the contents of any such public statement.
23. Governing Law, Jurisdiction, and Venue
This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. The Contractor agrees and consents to the exclusive jurisdiction of the courts of the State of California for all purposes regarding this Agreement and further agrees and consents that venue of any action brought hereunder shall be exclusively in
Agenda Page 22
10 the County of Los Angeles.
24. Amendments
None of the terms and conditions of this Agreement may be changed, waived, modified or varied in any manner whatsoever unless in writing duly signed by the Parties.
25. Severability
Should any provision of this Agreement be held invalid or unenforceable by a court of competent jurisdiction, such invalidity will not invalidate the whole of this Agreement, but rather, the remainder of the Agreement which can be given effect without the invalid provisions, will continue in full force and effect and will in no way be impaired or invalidated.
26. Complete Agreement
This Agreement constitutes the entire Agreement between the parties. No modification or amendment shall be valid unless made in writing and signed by each party. Failure of either party to enforce any provision or provisions of this Agreement will not waive any enforcement of any continuing breach of the same provision or provisions or any breach of any provision or provisions of this Agreement.
27. Counterparts
This Agreement may be executed in one or more counterparts, including facsimile(s), emails, or electronic signatures, each of which shall be deemed an original and all of which together will constitute one and the same instrument IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.
Bloom Ads Global Media Group Clean Power Alliance of Southern California ____________________________________ ____________________________________ By: Kathe Bloom By: Theodore Bardacke
Title: President/CEO Title: Chief Executive Officer
Agenda Page 23
Exhibit A – Scope of Work
PROJECT TASKS AND DELIVERABLES
Contractor shall be responsible for providing a full range of paid media services, including managing and facilitating the media buying activities set forth below.
The paid media services should incorporate the following components:
• Providing audience intelligence, helping with the development of comprehensive audience profiles and target campaigns with precision throughout CPA’s 35 communities. • Collecting and analyzing data from multiple sources to gain deep insights into consumer behavior, language preferences, and interests.
• Using strategies beyond traditional formats by creating personalized and interactive experiences for customers
Contractor must account for the following tasks and all tasks must be completed according to the timelines set forth below:
Task #1: Research and Planning
Facilitate the creation of detailed audience profiles and enable precise targeting of campaigns across CPA’s 35 communities, including:
a. Create and assist with integrated campaign planning by collaborating with CPA and other consultants to develop integrated paid media campaigns that align with CPA’s overall marketing objectives and ensure consistency across traditional and digital channels. b. Gather and examine data from various sources to acquire extensive knowledge about consumer behavior, language preferences, and interests. c. Leverage audience profiles to develop recommendations for targeted campaigns based on cultural understandings, interest mapping, language profiling, and data analysis for specific segments of the audience in each community to ensure maximum impact. a. Identify and document a deep understanding of the cultural nuances and media preferences of CPA's target audience.
b. Provide recommendations on the best advertising platforms, channels, and approaches for each language.
d. Recommend social media influencers and provide social media strategic plans tailored to different platforms, including Facebook, Instagram, Twitter and LinkedIn. e. Provide comprehensive analytics and reporting in a dashboard format updated in real-time or weekly. a. Assess the performance of our paid media campaigns, including key performance indicators (“KPIs), and conversion rates].
Deliverables for Task #1:
• Strategic Media Plan: a comprehensive media plan that outlines objectives, recommended media channels, platforms, placements, reach and frequency, per target audience, budget and schedule.
Agenda Page 24
• Reports or decks on audience profiles based on CPA’s 35 communities. • Recommendations for influencers, social media plans, best advertising platforms, channels, and approaches for each language based on audience profiles from CPA’s 35 communities.
Timeline for Task #1:
• The Strategic Media Plan will be proposed, reviewed, and approved by the month of December (2023) and executed on the date set by CPA staff and the Contractor.
Task #2: Media Buying
Provide media buying services, including managing and facilitating media buying across both traditional and digital platforms, to enhance CPA’s brand visibility and reach CPA’s audience effectively, including:
a. Traditional Media Buying: developing effective media buying strategies for traditional channels including, but not limited to print, radio, and out-of-home. b. Digital Media Advertising: developing effective media buying strategies for digital channels, including, but not limited to social media networks, websites in Los Angeles and Ventura Counties, and geo-targeted application placements to expand CPA’s reach and engage with CPA’s online audience effectively.
c. Develop a comprehensive social media advertising strategy to guide CPA’s brand and program growth. This strategy will encompass the selection of appropriate platforms, budget allocation, and targeting parameters.
Deliverables for Task #2:
• Detailed traditional and digital media buying plans with specifications for creative development.
• Completion of the media buying for traditional and digital advertising, as outlined in the approved Strategic Media Plan. Guidelines will be provided by CPA staff for dark months, holidays, dates of CPA communities joining, and light ads as well.
Timeline for Task #2:
• Peak media buying will take place in the spring, summer, and early fall of 2024. The media buying plan will be guided and approved by CPA staff.
Task #3: Partnerships
Facilitate the creation of new CPA partnerships.
a. Actively seek and identify partnerships with environmentally and community-conscious influencers, which includes individuals, businesses and organizations that align with CPA's values.
b. Utilize agency network and resources to identify and vet relevant influencers in the industry, including, but not limited to individuals, organizations, and businesses.
Agenda Page 25
a. Collaborate with CPA’s marketing team to develop a comprehensive influencer marketing strategy aligned with CPA’s brand goals and values. b. Manage all aspects of the influencers marketing campaign, including content development, scheduling, distribution, and boosting.
Deliverables for Task #3:
• Strategic Partnership Plan including final recommendations for partnerships with relevant influencers, businesses, and organizations in Los Angeles and Ventura County.
Timeline for Task #3:
• Completed Strategic Partnership Plan by January 2024. The partnership plan will be guided and approved by CPA staff.
• Peak content publishing will take place in spring, summer and early fall of 2024.
Task #4: Ad Tagging, Trafficking, and Serving
Tag all ads to collect performance metrics. Traffic all ads to the appropriate media outlets. Serve all ads through a DSP for non-duplicated performance measurement.
Deliverables for Task #4:
• Completion of ad tagging services as set forth above.
Timeline for Task #4:
• Ongoing over the duration of the Agreement.
Task #5: Dashboard and Reporting
Provide a custom built, client facing reporting portal where all paid media measurement is aggregated for a convenient and efficient view of paid media performance.
Deliverables for Task #5:
• Completion of dashboard and reporting services as set forth above.
Timeline for Task #5:
• Media tracking dashboard to be completed when first media buy is approved.
Agenda Page 26
Exhibit B – [Intentionally Left Blank]
Agenda Page 27
Exhibit C – Compensation
Contractor shall satisfactorily provide all the contemplated Services detailed in Exhibit A at the fixed price per deliverable specified in the table below and in compliance with the terms and conditions of this Agreement.
Contract (Task) Item Estimated Due Date
Not to Exceed
Amount
Task 1:
Research and Planning
Completed Strategic
Media Plan by December
31, 2023
$17,000
Task 2:
Media Buying
(Includes hard costs of media)
Ongoing over the
duration of the
Agreement
$173,000
Task 3:
Partnerships
(Includes talent fees and associated
sponsorship direct costs)
Ongoing over the
duration of the
Agreement
$55,000
Task 4:
Ad Tagging, Trafficking, and Serving
Ongoing over the
duration of the
Agreement
$5,000
Task 5:
Dashboard and Reporting
Ongoing over the
duration of the
Agreement
Included
Expenses, if approved in advance, in writing, by CPA $0 TOTAL Program Costs $250,000
All hard media costs, talent fees, and associated sponsorship direct costs as set forth in Task 2 and Task 3 above will be billed in the amount incurred by Contractor for actual out-of-pocket cost (hereinafter, “Media Fees”), with a maximum additional mark-up by Contractor of fifteen percent (15%) of the gross Media Fees. Any Media Fees incurred shall be billed for the month in which the Media Fees are incurred. Reports detailing all Media Fees, along with receipts, shall be presented to CPA. All Media Fees must be approved by CPA in advance writing before they are incurred.
Any travel, administrative expenses, and materials (hereinafter, “Expenses”) will be billed in the amount incurred by Contractor for actual out-of-pocket cost, without any additional mark-up by Contractor. Any Expenses incurred shall be billed for the month in which the Expenses are incurred. Expense reports detailing all Expenses, along with receipts, shall be presented to CPA for reimbursement. All expenses must be approved by CPA in advance writing before they are incurred.
Agenda Page 28
The Total Maximum Amount that CPA shall pay Contractor, including any subcontractor that the Contractor may retain, for all Services and Expenses to be provided under this Professional Services Agreement shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) ("Not-to-Exceed" or "NTE").
Contractor shall satisfactorily perform and complete, in the judgement of CPA, all required Services in accordance with Exhibit A notwithstanding the fact that total payment from CPA shall not exceed the NTE.
Agenda Page 29
Staff Report – Agenda Item 3
To: Board of Directors
From: CC Song, Director, Regulatory Affairs
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Ratification of Contracts with the California Community Choice Association
Date: October 5, 2023
RECOMMENDATION
Staff recommends that the Board of Directors ratify two special assessments for General Rate Case (GRC) (Attachment 1) and Energy Resource Recovery Account (ERRA) (Attachment 2) Proceeding Management Services from the California Community Choice Association (CalCCA) for Contracts with (a) MRW & Associates with a Not-to-Exceed (NTE) amount of $24,300, (b) NewGen Strategies & Solutions with an NTE of $94,200, and (c) Keyes & Fox LLP with an NTE amount of $118,440.
BACKGROUND/DISCUSSION
Southern California Edison (SCE) currently has three ratemaking proposals before the California Public Utilities Commission (CPUC) – the 2024 ERRA forecast application, the 2022 ERRA review application, and the 2025 GRC. Provisions within each of these proposals can impact CPA’s competitiveness and overall customer bills.
The ERRA applications set the Power Charge Indifference Adjustment (PCIA) and SCE generation rates each year. The GRC includes various proposals that would impact the service fees that SCE charges CPA related to billing and data management, as well as CPA’s ability to access quality customer data. To ensure our customers and CPA are
Agenda Page 30
Board of Directors Item 3
represented in these proceedings, CPA and four other CCAs operating in SCE territory (California Choice Energy Authority, Central Coast Community Energy, Desert Community Energy, and Orange County Power Authority) negotiated joint representation agreements with Keyes and Fox (“K&F”), NewGen Strategies & Solutions (“NewGen”), and MRW & Associates (“MRW”) for legal, technical and rate analysis support at a total cost of $244,900 for ERRA and $200,000 for the GRC.
In the joint representation agreements, the CCAs agreed to a cost sharing arrangement that is roughly based on the load share of each CCA. Therefore, CPA’s portion of the cost for all three proceedings is $24,300 for MRW, $94,200 for NewGen, and $118,440 for K&F. K&F provides Legal Services and MRW and NewGen’s services are Specialized Services. Each has expertise and experience in investor-owned utilities (IOU) ratemaking proceedings – including NewGen, which as a non-market participant has access to confidential SCE information – and CPA has contracted with these firms in the past for similar services. These agreements were negotiated without competitive solicitations,1 which are not required for Legal Services or Specialized Services under CPA’s Non-Energy Contracting Policy.
Because of the cost sharing arrangement, the vendors and the CCAs determined that it would be administratively burdensome to manage the billing of multiple clients for the same work or for one CCA to be billed and then bill the other CCAs. The vendors and the CCAs therefore asked for CalCCA’s assistance in managing the administrative process.
Under this arrangement, the vendors bill CalCCA for the expenses, and then CalCCA charges each CCA based on the cost share arrangement. The charges are then billed as “special assessments” on top of the normal membership dues each CCA has already paid CalCCA. CalCCA is the party executing contracts with each of the three vendors. CalCCA does not charge any mark-up or administrative fees to provide this service. 1 While these agreements were not competitively solicited, CPA competitively solicited other professional or legal service agreements between CPA, on the one hand, and NewGen, Keyes & Fox, or MRW, on the other hand. As required, these agreements were presented to the Board for approval.
Agenda Page 31
Board of Directors Item 3
Because CPA has already executed contracts with all three vendors in the past 12 months for other CPA-specific services, the amounts of the additional payments to these vendors that flow through CalCCA exceed the CEO’s signing authority of $125,000 per vendor or increase the aggregate contract price by greater than 10% of the original contract value, the two relevant thresholds in the CEO’s delegated signing authority. The total amount of the three special assessments charged by CalCCA to CPA for engagement in these proceedings also exceed the CEO’s signing authority. Therefore, CPA staff seeks the Board’s ratification of the special assessments by CalCCA to continue CPA’s engagement in these regulatory proceedings.
In the future, staff will consider these types of special assessments with CalCCA in light of existing agreements with the vendors participating in the work and the CEO’s signing authority. If Board approval is required for future agreements, such approval will be sought in advance.
FISCAL IMPACT
The costs of these contracts is included in the Board-approved Fiscal Year 2023-24 budget. Ratifying these contracts will not result in any additional fiscal impact on CPA.
ATTACHMENTS
1. GRC Management Special Assessment Letter
2. ERRA Management Special Assessment Letter
Agenda Page 32
California Community Choice Association
Operational Member Special Assessment Funding
(August 1, 2023-December 31, 2024)
Clean Power Alliance
Dear Director Bardacke,
On August 28, 2023 the Directors of California Choice Energy Authority, Clean Power Alliance, Central Coast Community Energy, Orange County Power Authority, and Desert Community Energy unanimously approved having CalCCA manage the Southern California Edison GRC proceeding on behalf of the five CCAs as a Special Assessment outside of the typical annual Operational Membership dues.
As outlined in the GRC Management Special Assessment Methodology (see attached), the overall cost for the Keyes & Fox, NewGen, and MRW contracts to support this work is $200,000. Applying the proportional rate of funding as provided by the five participating CCAs, this will result in a total special assessment cost of $90,000 for your CCA during the projected 17-month length of the contracts (August 1, 2023 – December 31, 2024). Knowing these contracts are estimated, CalCCA will perform budget reconciliations as needed to either issue increased funding amendments or a partial refund of unspent funding.
Five quarterly payment invoices in the amount of $18,000 will be sent on the first of the month prior to the start of the Fiscal Year Quarter (September, December, March, and June) from the CalCCA QuickBooks system to your contact(s) on file. Payments are due 30 days after receipt of the invoice, prior to the start of the Fiscal Year Quarter. Please note: due to the approval process timeline for this special assessment, the first quarterly invoice on September 1, 2023 will cover work completed in August 2023 – December 2023.
Please do not hesitate to contact me if you have any questions. We truly appreciate your contribution to the work of CalCCA and look forward to our success ahead.
Thank you,
Martha Serianz
California Community Choice Association
510-290-4187
[email protected]
Attachments:
1. GRC Management Special Assessment Methodology
California Community Choice Association
2300 Clayton Road, Suite 1150, Concord, CA 94520 | [email protected] | cal-cca.org
Agenda Page 33
% of CalCCA SCE GRC Keyes & Fox Contract NewGen Contract MRW Contract (August 1, $ Total CalCCA SCE GRC Special Assessment (August 1, 2023 ‐ (August 1, 2023 ‐ 2023 ‐ December 31, Special Assessment SCE CCAs Budget December 31, 2024)
$100,000
December 31, 2024) 2024) Projection (Columns C‐E) Quarterly invoice amount $46,000
$20,700
$8,280
$8,280
$8,280
$460
$54,000
$24,300
$9,720
$9,720
$9,720
$540
$200,000
CPA
3CE
CalChoice
OCPA
DCE
45%
18%
18%
18%
1%
$45,000
$18,000
$18,000
$18,000
$1,000
$90,000
$36,000
$36,000
$36,000
$2,000
$18,000
$7,200
$7,200
$7,200
$400
Agenda Page 34
California Community Choice Association
Operational Member Special Assessment Funding
(April 1, 2023-June 30, 2024)
Clean Power Alliance
Dear Director Bardacke,
On April 27, 2023 the Directors of California Choice Energy Authority, Clean Power Alliance, and Central Coast Community Energy unanimously approved having CalCCA manage the Southern California Edison ERRA rate cases on behalf of the three CCAs as a Special Assessment outside of the typical annual Operational Membership dues.
As outlined in the Rates Case Management Special Assessment Methodology (see attached), the overall cost for the Keyes & Fox and NewGen contracts to support this work is $244,900. Applying the proportional rate of funding as provided by the three participating CCAs, this will result in a total special assessment cost of $146,940 for your CCA during the projected 15-month length of the contracts (April 1, 2023 – June 30, 2024). Knowing these contracts are estimated, CalCCA will perform budget reconciliations as needed to either issue increased funding amendments or a partial refund of unspent funding.
Quarterly payment invoices in the amount of $29,388 will be sent on the first of the month prior to the start of the Fiscal Year Quarter (December, March, June, September) from the CalCCA QuickBooks system to your contact(s) on file. Payments are due 30 days after receipt of the invoice, prior to the start of the Fiscal Year Quarter. Please note: due to the approval process timeline for this special assessment, the first quarterly invoice to cover work in April – June 2023 was not issued until May 1, 2023.
Please do not hesitate to contact me if you have any questions. We truly appreciate your contribution to the work of CalCCA and look forward to the year ahead.
Thank you,
Martha Serianz
California Community Choice Association
510-290-4187
[email protected]
Attachments:
1. Rates Case Management Special Assessment Methodology California Community Choice Association
2300 Clayton Road, Suite 1150, Concord, CA 94520 | 415-464-6189 | cal-cca.org
Agenda Page 35
% of CalCCA Rates
Case Special
Assessment Budget ‐ June 30, 2024)
Quarterly Invoice
Amount (15 months, 5
Invoices)
Keyes & Fox Contract (April 1, 2023 NewGen Contract (April 1, 2023 ‐ Total CalCCA Rates Case Special SCE CCAs June 30, 2024) Assessment Projection
$122,400
$73,440
$18,360
$30,600
$122,400
$122,500
$73,500
$18,375
$30,625
$122,500
$244,900
$146,940
$36,735
$61,225
$244,900
CPA
3CE
CalChoice
60%
15%
25%
$29,388
$7,347
$12,245
Check 100% $48,980
Agenda Page 36
Staff Report – Agenda Item 4
To: Board of Directors
From: Nancy Whang, General Counsel
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Legal Services Agreement between CPA and (a) Keyes and & Fox, LLP and (b) Clean Energy Counsel, LLP
Date: October 5, 2023
RECOMMENDATION
Approve and authorize the Chief Executive Officer to execute the Professional Legal Services Agreement between CPA and (a) Keyes & Fox LLP (KF) with a not-exceed (NTE) amount of $380,000 per contract year; and (b) Clean Energy Counsel, LLP (CEC) with an NTE amount of $570,000 per contract year.
BACKGROUND
In September 2023, staff commenced a legal services solicitation1 to identify legal counsel who could provide CPA with legal support services for (i) power purchase agreement (“PPA”) negotiation arising from request for offers (“RFOs”) or bilateral negotiations; (ii) power supply support; and (iii) regulatory representation.
Seven law firms responded to the solicitation, including CEC and KF. Staff reviewed their proposals and selected CEC and KF as law firms that offer the requisite legal experience and knowledge, and the best value to CPA. Staff have now completed negotiations of a legal services agreement (“LSA”) with CEC and KF and recommend Board approval of 1 Pursuant to the Board’s Non-Energy Contracting Policy, a competitive solicitation is not required to procure legal services. However, staff utilized a solicitation process in an effort to secure the best value from its legal service providers.
Agenda Page 37
Board of Directors Item 4
these LSAs. Additional LSAs from this solicitation may be brought to the Board for consideration in the future based on staff needs and successful negotiations.
Scope of Work:
1. Keyes & Fox:2
The proposed LSA’s scope of work includes legal services support on long-term and short-term energy contracting as well as regulatory support particularly on SCE’s ratemaking proceedings that have the largest impact on CPA’s rates analysis. The term of the proposed agreement will be effective starting on November 1, 2023 and will continue for three (3) years with an option for an additional one (1) year renewal.
KF has the experience to provide CPA with the required energy procurement and regulatory support services. KF has successfully represented CPA in negotiations on several long-term PPAs that were presented to the Board and has represented CPA on all of the PPAs that serve CPA’s Power Share Program. KF has also represented CPA on numerous short-term power transactions.
In the regulatory space, KF has represented CPA in the Energy Resource Recovery Account (ERRA) and the General Rate Case (GRC) proceedings. These two regulatory proceedings are significant proceedings as they have the largest impact on SCE’s rates and consequently, CPA’s rate comparisons with SCE.
2. CEC3
The proposed LSA’s scope of work includes legal services support on long-term PPAs, including support related to tolling and resource adequacy (“RA”) agreements. CEC is also anticipated to provide representation in contract related issues for executed PPA as well as RFO support, including pro forma agreement review and revisions, particularly revisions to newer tolling and RA agreements. The term of the proposed agreement will 2 The Board previously approved an LSA with KF starting on November 1, 2020 for a 3-year term. That LSA is now near its expiration date.
3 The Board previously approved an LSA with CEC starting on November 1, 2020 for a 3-year term. That LSA is now near its expiration date.
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Board of Directors Item 4
be effective starting on November 1, 2023 and will continue for three (3) years with an option for an additional one (1) year renewal.
CEC has the requisite experience to offer these services. CEC successfully represented CPA in its negotiations on several long-term PPAs that were presented to the Board in 2022 and 2023. CEC has also advised CPA on legal trends in the energy sector and has been a strong partner in supporting CPA’s efforts to continuously improve its RFO and energy contracting documents.
Cost Effectiveness
CEC and KF are cost-effective counsel as their hourly rates are between 30% to 50% less costly than their large law firm competitors. Further, both law firms have agreed to utilize a not-to exceed plus ‘collar’ mechanism4 on new PPAs on a project basis. This collar mechanism has been utilized effectively in the past to manage legal costs.
FISCAL IMPACT
Expenditures associated with the two Agreements are included in the Board approved FY2023/24 Budget. Expenditures for future fiscal years would be included in proposed future budgets.
ATTACHMENTS
1) Professional Legal Services Agreement with Keyes & Fox 2) Professional Legal Services Agreement with Clean Energy Counsel 4 Under this mechanism, the outside law firm and CPA establishes both (i) NTE amount (e.g., $20,000) and (ii) a ‘collar’ amount (e.g., $3,000). If the law firm exceeds the specified NTE, the outside law firm is responsible for any amounts in the ‘collar’. This mechanism is designed to shift some risk onto the outside law firm and to incentivize the law firm to complete projects efficiently and within the NTE.
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PROFESSIONAL LEGAL SERVICES AGREEMENT
BY AND BETWEEN
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
AND
KEYES & FOX LLP
November 1, 2023
(Date of Agreement)
Firm Address: 1580 Lincoln St. Suite 1105, Denver, CO 80203 Firm Tax ID No.: 80-0237891
Firm Telephone: (720) 643-5920
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i
TABLE OF CONTENTS
AGREEMENT FOR PROFESSIONAL LEGAL SERVICES
RECITALS.................................................................................................................................. 1 I. Term and Termination...................................................................................................... 1 A. Period of Performance .................................................................................................. 1 B. Termination and/or Suspension .................................................................................... 1 II. FIRM’s Services and Responsibilities .............................................................................. 2 A. Supervising Attorney .................................................................................................... 2 B. Legal Representation .................................................................................................... 3 III. CPA’s Duties and Responsibilities................................................................................... 3 A. Supervising Attorney .................................................................................................... 3 B. Duties and Responsibilities ........................................................................................... 3 IV. Compensation ............................................................................................................... 4 A. CPA Counsel Billing Requirements.............................................................................. 4 B. Fees............................................................................................................................... 4 C. Expenses ....................................................................................................................... 4 V. Invoices and Payments to FIRM ..................................................................................... 5 A. Billing (E-Billing)......................................................................................................... 5 B. E-Bills........................................................................................................................... 5 C. Payments ....................................................................................................................... 6 VI. Notices.......................................................................................................................... 6 A. If to FIRM..................................................................................................................... 6 B. If to CPA....................................................................................................................... 6 VII. Assignment ................................................................................................................... 7
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ii
VIII. Standard Terms and Conditions .................................................................................... 7 A. Indemnification............................................................................................................. 7 B. Insurance ....................................................................................................................... 7 C. Independent Contractor Status...................................................................................... 8 D. Warranty Against Contingent Fees ............................................................................... 8 E. Governing Laws............................................................................................................ 8 F. Compliance with Applicable Law ................................................................................ 8 G. Record Retention and Inspection .................................................................................. 9 H. Confidentiality .............................................................................................................. 9 I. Communications With CPA ....................................................................................... 10 J. Conflict of Interest...................................................................................................... 10 K. Ownership ................................................................................................................... 10 L. Authorization Warranty .............................................................................................. 10 M. Changes and Amendments of Terms ......................................................................... 10 N. Validity ...................................................................................................................... 11 O. Waiver......................................................................................................................... 11 P. Remedies Reserved to CPA........................................................................................ 11 Q. Complete Agreement and Interpretation..................................................................... 11
EXHIBIT A - SCOPE OF WORK AND HOURLY BILLING RATES
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1 AGREEMENT FOR PROFESSIONAL LEGAL SERVICES
(“AGREEMENT”)
RECITALS
WHEREAS, CPA desires to retain a law firm to provide professional legal services related to CPA’s long-term power purchase agreements for energy projects or customer program projects arising from CPA’s long-term energy Request for Offers or bilateral negotiations, general power supply related support as well as regulatory support legal services as requested ("Requested Legal Services"); WHEREAS, CPA engaged in a competitive solicitation to identify legal counsel who are experienced and specialized in the Requested Legal Services;
WHEREAS, CPA has determined that FIRM has the legal competence and specialized expertise to provide professional the Requested Legal Services in the areas described above and has specified those services in Exhibit A (“Legal Services”);
WHEREAS, CPA desires to retain FIRM’s services for the Legal Services; and, WHEREAS, FIRM has agreed to provide the Legal Services in accordance with this AGREEMENT.
NOW, THEREFORE, CPA and FIRM agree as follows:
I. Term and Termination:
A. Period of Performance:
This AGREEMENT shall begin on the date set forth on the cover page hereto and shall remain in effect for a three-year term (“Initial Term”), and at the end of the Initial Term, the Parties may renew this AGREEMENT for a one successive 12-months period (each, a “Renewal Term”), unless earlier terminated as set forth herein. Each 12-month period may also be referred to as a “contract year.” B. Termination and/or Suspension:
1. Termination and/or Suspension for CPA’s Convenience:
a) Services performed under this AGREEMENT may be terminated or suspended in whole or in part by CPA at any time, when CPA, in its sole discretion, deemssuch termination or suspension to be in CPA’s best interest. CPA shall terminate or suspend services by delivering to FIRM a written notice specifying the extent to which services are terminated or suspended and the effective date of the termination or suspension. The notice of termination or suspension shall be sent to the person identified in paragraph VI.A.; and, b) After receiving a notice of termination or suspension, unless otherwise directed by CPA, FIRM shall:
1) Stop services on the date and to the extent specified in the suspension or termination notice. 2) Complete services not terminated or suspended by the notice. 3) Submit a Closing Report to CPA as set forth in paragraph I.B.4., below. 4) Submit, no later than thirty (30) calendar days after the date of suspension or termination is
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2 effective, a final electronic invoice (e-bill) for all services performed prior to CPA’s notice of suspension or termination. If FIRM fails to submit a final e-bill within the time allowed, CPA may determine, on the basis of information available, the amount, if any, to be paid to FIRM. CPA’s determination shall be final.
2. Termination For FIRM’s Default:
a) Services performed under this AGREEMENT may be terminated in whole or in part by CPA when FIRM:
1) Fails to perform the service(s) within the time specified or any CPA approved extension, or
2) Fails to perform any of the AGREEMENT’s other provisions or fails to make progress and endangers the performance of AGREEMENT’s terms.
b) CPA shall give written notice to FIRM of FIRM’s default. CPA, in its sole discretion, shall decide whether the default is of such a nature that the FIRM should be given a period to cure the default, and, if so, the cure period shall be specified in the notice. c) If CPA wholly or partially terminates services under this AGREEMENT, replacement services may be obtained from another law firm or any other source with terms and in a manner CPA deems appropriate.
3. Termination for Professional Conflict of Interest:
If either FIRM or CPA determines a matter of professional conflict has arisen during FIRM’s engagement which should not or cannot be postponed until the conclusion of FIRM’s representation of CPA, FIRM or CPA may immediately give written notice to terminate this AGREEMENT. FIRM shall continue to provide high quality, professional legal representation until the appropriate substitutions can be made.
4. Closing Report Upon Termination or Suspension:
a) Immediately upon the termination or suspension of this AGREEMENT for any reason, FIRM shall deliver a Closing Report to CPA. The Closing Report shall include, for each case or matter assigned to FIRM which in whole or in part is terminated or suspended, the following:
1) A brief description of the facts and current status, 2) A discussion of the applicable law, and
3) A list and description of all future scheduled court appearances, and applicable deadlines. b) Immediately upon any termination or suspension, FIRM shall, at its own cost, deliver to CPA all evidence, files, and attorney work product for each case or matter for which work under this AGREEMENT has been terminated or suspended. This includes any computerized indices, programs, and document retrieval systems created or used for the case or matter. If FIRM’s services include pending litigation, FIRM shall file the appropriate substitution of counsel with the court when instructed by CPA.
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3 II. FIRM’s Services and Responsibilities:
A. Supervising Attorney:
1. FIRM shall appoint a Supervising Attorney, who shall serve as the lead counsel for work performed under this AGREEMENT. The person designated as FIRM’s Supervising Attorney, and any changes in this designation, shall be promptly communicated in writing to CPA.
2. FIRM’s Supervising Attorney shall have full authority to act for FIRM on all daily operational matters under this AGREEMENT and shall serve as or designate lead counsel for all law and motion appearances, pretrial and trial proceeding(s), settlement conference(s), or meetings of counsel for parties, depositions, document productions, and all court and other proceedings in which substantive rights of the parties may be determined. Designation of lead counsel shall be subject to approval by CPA.
B. Legal Representation:
1. FIRM recognizes that the CPA General Counsel is the authorized legal representative for the CPA and it’s officers and employees. Subject to the direction and control of CPA General Counsel, FIRM shall provide CPA with high quality legal advice and representation consistent with this AGREEMENT, the Rules of Professional Conduct, and all applicable laws and court rules.
2. FIRM shall provide representation with fully qualified staff at the least costly billing category.
Consistent with this requirement, CPA may request that a particular attorney or specified attorneys work on a particular project or multiple projects specified in Exhibit A.
3. FIRM shall keep CPA informed of all significant developments in each case or matter assigned to FIRM and shall provide CPA with copies of all significant documents.
4. FIRM acknowledges that nothing in this AGREEMENT is intended, nor will be construed, as creating any exclusive arrangement between CPA and FIRM. Nothing in this AGREEMENT will restrict CPA from obtaining similar services from other firms or sources.
III. CPA’s Duties and Responsibilities:
A. Supervising Attorney:
1. CPA shall appoint its General Counsel as CPA’s Supervising Attorney for each case or matter assigned to FIRM.
2. CPA’s Supervising Attorney shall have full authority to act for CPA on all daily operational matters under this AGREEMENT and shall review and approve all FIRM’s reports, whether written or oral, and any change in FIRM’s Supervising Attorney.
B. Duties and Responsibilities:
1. CPA shall make available to FIRM all documents and other information possessed by CPA which are relevant to any case or other matter assigned to FIRM under this AGREEMENT.
2. CPA shall assist FIRM in obtaining CPA records and/or information necessary to respond to discovery and to help familiarize the FIRM with CPA operations and policies.
3. CPA shall review and approve as appropriate:
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4 a) All reports, requests, and other services provided by FIRM under this AGREEMENT. b) Any proposed tactical maneuver or trial strategy.
c) All recommended settlement proposals. Approval of proposed settlement recommendations is subject to CPA’s settlement approval procedures.
d) All billing statements in accordance with procedures referenced in this AGREEMENT.
4. CPA may review all correspondence and judicial, administrative, and other documents.
5. CPA will evaluate FIRM’s performance under this AGREEMENT and may report this evaluation to CPA’s Board of Directors. CPA reserves the right to conduct an audit of any and all aspects of FIRM’s compliance with this AGREEMENT. Any such audit may be conducted by CPA staff or a contract auditor, in CPA’s sole discretion.
IV. Compensation:
A. CPA Counsel Billing Requirements:
All charges by FIRM, whether for fees or attorney work, or for reimbursement for expenses incurred shall be in accordance with the AGREEMENT.
B. Fees:
1. FIRM shall provide legal services at the hourly billing rates for attorney(s) and if applicable, paralegals set forth in Exhibit A to this AGREEMENT, subject to the “Collar”, as defined in Exhibit A. For any amounts that exceed the Collar amount, FIRM shall obtain CPA’s prior written authority.
2. The billing rates set forth in Exhibit A may be subject to review and adjustment as agreed between CPA and FIRM. Any billing rate change shall be in writing C. Expenses:
1. Non-Reimbursable Expenses: Certain expenses incurred by FIRM in providing services under this AGREEMENT shall be considered FIRM overhead which shall not be reimbursed by CPA, but which shall be borne by FIRM as expenses included within the hourly billing rates set forth in Exhibit A. Expenses which will not be reimbursed and which should not be billed are the following:
a) Postage.
b) Telephone charges (both local and long distance).
c) Copy charges.
d) Mileage/Parking within the counties of Los Angeles, Orange, Riverside, San Bernardino, and Ventura.
e) On-line subscription, connection, or other costs for computerized research. (Attorney and paralegal time incurred conducting such research may be billed.) f) Document reproduction. (See below for large volume exception.)
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5 g) Staff time or overtime for performing secretarial, clerical, or word processing functions. h) Time spent complying with CPA audits or billing inquiries. i) Charges for services or expenses incurred which have not been authorized by CPA.
2. Reimbursable Ordinary Expenses: CPA shall reimburse FIRM for its actual out-of-pocket expenses, but without any additional costs for having advanced the funds, for the following:
a) Deposition costs (other than videotaping unless approved as set forth below). b) Transcript fees.
c) Filing fees for which the CPA is not exempt.
d) Messenger service if specifically requested by the CPA’s Supervising Attorney, if required because of an emergency over which the FIRM has no control, or if necessary to ensure the safekeeping of sensitive documents or materials.
e) Process service fees.
3. Reimbursable Extraordinary Expenses: CPA shall reimburse FIRM for its actual out-of-pocket expenses, but without any additional costs for having advanced the funds, for the following, but only if FIRM has obtained prior written approval from CPA:
a) Outside vendor document reproductions which, because of the volume or format requirements, are impractical to complete in-house.
b) Consultants.
c) Experts.
d) Investigative services.
e) Expenses for travel outside the Counties of Los Angeles, Orange, Riverside, San Bernardino, and Ventura. Reimbursement for such travel expenses will be limited to the amount CPA’s employees may claim for such travel. Information on such limits will be made available to FIRM upon request at the time FIRM seeks permission for such travel. f) Videotaping of depositions.
g) Extraordinary computerized research requirements.
h) Other extraordinary expenses for which FIRM has obtained prior written approval from CPA.
V. Invoices and Payments to FIRM:
A. Billing (E-Billing):
The FIRM shall submit all invoices for attorney fees and reimbursable expenses to CPA at [email protected] with a copy to CPA’s General Counsel at the email address specified in paragraph VI.B.
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6 B. E-Bills:
1. FIRM shall submit invoices for services and for reimbursable expenses monthly in arrears, or quarterly in arrears if approved by CPA.
2. Each e-bill must also include a signed dated declaration of FIRM’s Supervising Attorney with the following statement:
“I have personally examined this e-bill. All entries are in accordance with the AGREEMENT for Professional Legal Services, are correct and reasonable for the services performed and the cost incurred, and no item on this statement has been previously billed to CPA.”
3. Each e-bill shall be itemized to include:
a) Staffing level(s), hourly rates, and specific activities for each attorney and/or paralegal. 1) Each billing entry shall include a detailed description of specific activities for each attorney and/or paralegal.
2) All receipts for expenses shall be scanned and attached to the e-bill. 3) No attorney or paralegal may be utilized on a matter until an hourly billing rate for that person has been approved in writing by the CPA. All time must be billed at the approved hourly rate.
4. FIRM shall maintain in a form subject to audit, and in accordance with generally accepted accounting principles, backup documentation to support all entries included in the monthly billing statement. Such documentation shall be available to CPA upon request.
C. Payments:
1. CPA shall make payment(s) for services rendered under this AGREEMENT monthly in arrears based on the itemized billing statement(s) FIRM submits to CPA.
2. CPA’s legal and accounting staff shall review all billing statements for reasonableness of the time billed as well as full compliance with this AGREEMENT and all CPA Counsel Billing Requirements.
3. CPA shall make its best effort to process payments promptly after receiving FIRM’s e-bill.
However, CPA shall not pay interest or finance charges on any outstanding balance(s).
4. Payments to FIRM are conditioned upon FIRM’s compliance with all provisions of this AGREEMENT, including but not limited to, paragraph VIII.B.
VI. Notices:
Unless otherwise specified herein, all notices and required reports shall be in writing and transmitted by electronic mail (“email”) to the CPA or FIRM representative at the email address specified below:
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7 A. If to FIRM:
Keyes & Fox LLP
Attn: Kevin Fox
Partner
1580 Lincoln St. Suite 1105, Denver, CO 80203
Email: [email protected]
B. If to CPA:
Theodore Bardacke
Chief Executive Officer
Clean Power Alliance of Southern California
801 S. Grand Ave., Ste. 400, Los Angeles, CA 90017
Email: [email protected]
With a copy to:
Nancy Whang
General Counsel
Clean Power Alliance of Southern California
801 S. Grand Ave., Ste. 400, Los Angeles, CA 90017
Email: [email protected]
VII. Assignment:
A. No part of this AGREEMENT or any right or obligation arising from it is assignable without CPA’s written consent.
B. Any attempt by FIRM to assign or subcontract services relating to this AGREEMENT without CPA’s consent shall constitute a material breach of this AGREEMENT.
VIII. Standard Terms and Conditions:
The following standard CPA contract terms and conditions are included herein as part of this AGREEMENT and are fully binding on the parties hereto:
A. Indemnification:
FIRM shall indemnify CPA, its agents, officers, and employees from and against any and all liability and claims for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury, or property damage (including FIRM’s property), any breach by FIRM of this AGREEMENT, or any negligence or willful misconduct by FIRM arising from or connected with services performed under this AGREEMENT. This provision is subject to existing and relevant laws concerning comparative and contributory fault principles. This provision shall not apply to any settlement or payment effected without prior written consent of FIRM.
B. Insurance:
Without limiting FIRM’s indemnification of CPA and its officers, agents and employees, FIRM shall provide and maintain at its own expense the following programs of insurance covering FIRM’s operations during the term of this AGREEMENT. FIRM shall use insurers satisfactory to CPA’s Chief Financial
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8 Officer and shall deliver evidence of a satisfactory insurance to CPA on or before November 1, 2023, which date shall be the effective date of this AGREEMENT. Evidence shall specifically identify this AGREEMENT and FIRM shall provide CPA written notice by registered mail at least thirty (30) days in advance of any modification or termination of any program insurance.
1. Liability: Such insurance shall be primary to and not contributing with any other insurance maintained by CPA, and with respect to Comprehensive General Liability insurance shall name the Clean Power Alliance of Southern California as an additional insured, and shall include, but not be limited to:
a) Comprehensive General Liability insurance endorsed for Premises- Operations, Products/Completed Operations, Contractual, Broad Form Property Damage, and Personal Injury with a combined single limit of not less than $1,000,000 per occurrence.
If the above insurance is written on a Claims Made Form, the insurance shall be endorsed to provide an extended reporting period of not less than five years following termination of this AGREEMENT.
b) Professional liability insurance with a liability limit of at least $2,000,000 per claim.
c) Comprehensive Auto Liability endorsed for all owned, non-owned, and hired vehicles with a combined single limit of at least $300,000 per occurrence.
2. Workers’ Compensation: A program of Workers’ Compensation insurance in an amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employers Liability with a $1,000,000 limit, covering all persons providing services on behalf of FIRM and all risks to such persons under this AGREEMENT.
3. Failure to Procure Insurance: Failure on the part of FIRM to procure or maintain required insurance shall constitute a material breach for which CPA may immediately terminate or suspend this AGREEMENT.
C. Independent Contractor Status:
1. This AGREEMENT is not intended and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture, or association, as between CPA and FIRM.
2. FIRM understands and agrees that all FIRM personnel furnishing services to CPA under this AGREEMENT are employees solely of FIRM and not of CPA for purposes of workers’ compensation liability.
3. FIRM shall bear the sole responsibility and liability for furnishing workers’ compensation benefits to any FIRM personnel for injuries arising from services performed under this AGREEMENT.
D. Warranty Against Contingent Fees:
1. FIRM warrants that no person or selling agency has been employed or retained to solicit or secure this AGREEMENT upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee.
2. For breach or violation of this warranty, CPA shall have the right to terminate this AGREEMENT,
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9 and in its sole discretion, to deduct from the AGREEMENT price or consideration, or otherwise recover, the full amount of any such commission, percentage, brokerage, or contingent fee.
E. Governing Laws:
This AGREEMENT shall be governed by and construed in accordance with the laws of the State of California and any action brought by either party on this AGREEMENT shall be brought in Los Angeles County.
F. Compliance with Applicable Law:
1. FIRM shall comply with all applicable Federal, State, and local laws, rules, regulations, and ordinances, and all provisions required thereby to be included in this AGREEMENT are hereby incorporated herein. FIRM shall comply with the governing Rules of Professional Responsibility in the jurisdiction in which FIRM performs the work.
2. FIRM shall indemnify and hold harmless the CPA, and its directors, officers, agents, and employees, from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys’ fees, arising from or related to any violation on the part of FIRM or its employees, agents, or subcontractors of any such laws, rules, regulations, ordinances, or directives.
G. Record Retention and Inspection:
FIRM will maintain records related to this engagement in formats and organization that FIRM, in its sole professional judgment, determine are efficient and appropriate for the conduct of this engagement provided that FIRM gives written notice to CPA of the formats and organization used. After the engagement ends, meaning the date of FIRM’s last bill for services in this matter, FIRM will maintain or destroy these records in accordance with FIRM’s then-existing record retention policy. A copy of FIRM’s current record retention policy and any changes to the record retention policy shall be promptly provided to CPA.
Notwithstanding the foregoing, FIRM will first give CPA written notice of its intention to destroy the records at CPA’s last known address and a copy of the notice shall be sent to CPA’s General Counsel at the email address provided herein. The notice will inform CPA that the records will be destroyed 60 days after the date of the notice unless CPA notifies FIRM in writing that CPA wants the records to be sent to CPA at your expense. If the notice is returned to FIRM as undeliverable, FIRM will destroy the records, as the lack of a correct forwarding address will indicate that CPA has abandoned them. If at any time CPA requests transfer of the records to which CPA is entitled, FIRM shall transfer such records in electronic formats and organized in a manner in which FIRM has maintained them. In that event or if CPA requests destruction of the records, FIRM reserves the right to retain, at FIRM’s expense, a copy of any part of the records to comply with legal or ethical obligations. Within ten (10) days of CPA’s written request, FIRM shall allow CPA or authorized State or Federal agencies or any duly authorized representative to have the right to access, examine, audit, excerpt, copy, or transcribe any pertinent transaction, activity, time cards, or other records relating to this AGREEMENT.
H. Confidentiality:
1. FIRM shall maintain the confidentiality of all information which it may acquire arising out of or connected with activities under this AGREEMENT in accordance with all applicable Federal, State, and CPA laws, regulations, ordinances, and directives relating to confidentiality, including the Code of Professional Responsibility. FIRM shall inform all of its principals, employees, and agents providing services hereunder of the confidentiality provisions of this AGREEMENT.
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10 2. FIRM shall ensure that all attorneys, paralegals, and secretarial and clerical personnel having access to information relevant to FIRM’s provision of services under this AGREEMENT, are aware of and acknowledge the confidentiality requirements set forth in paragraph 1, above.
3. These confidentiality obligations shall survive this AGREEMENT’s termination or expiration.
4. FIRM is rendering legal services only to CPA and to no other person or entity in connection with the matters described above. As long as CPA keeps confidential FIRM’s advice, the attorney-client privilege and the confidential relationship will not be inadvertently waived.
I. Communications With CPA:
FIRM recognizes that its communications with CPA and its agents and employees, officers and/or representatives are subject to the attorney-client privilege. FIRM warrants that it shall not disclose or use in any manner other than in the furtherance of FIRM’s representation of CPA, any privileged information obtained from CPA or its officers, agents, or employees. FIRM understandsthat the CPA General Counsel is the legally empowered legal representative of the CPA and its officers and employees and FIRM shall not without specific direction from CPA General Counsel communicate with, advise or represent the CPA’s Board of Directors or other CPA officers or employees.
J. Conflict of Interest: Failure to comply with the provisions of this paragraph shall be a material breach of this AGREEMENT.
1. No CPA employee whose position with CPA enables such employee to influence the award of this AGREEMENT or any competing AGREEMENT, and no spouse or economic dependent of such employee, shall be employed in any capacity by FIRM or have any other direct or indirect financial interest in this AGREEMENT. No officer or employee of FIRM who may financially benefit from the performance of work hereunder shall in any way participate in the CPA’s approval, or ongoing evaluation, of such work, or in any way attempt to unlawfully influence CPA’s approval or ongoing evaluation of such work.
2. FIRM shall comply with all conflict of interest laws, ordinances, resolution, and regulations now in effect or hereafter to be enacted during the term of this AGREEMENT. FIRM warrants and represents that it is not now aware of any facts that create a conflict of interest. If FIRM hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it shall immediately disclose the conflict in writing to CPA and shall resolve the issue in a manner satisfactory to CPA provided FIRM is ethically able to disclose any details. Full written disclosure shall include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. FIRM agrees to notify CPA of any conflicts of interest and agrees to seek CPA’s consent and waiver before representing another client adverse to CPA.
K. Ownership:
To the extent permitted by law or contract, CPA shall own, or retain all right, title and interest in and to all proprietary information provided by CPA to FIRM in connection with this AGREEMENT (“CPA Information”) and all finished or unfinished content, writing and materials including but not limited to materials, reports, plans, studies, documents and other writings prepared by FIRM, its partners, employees, contractors, and agents as deliverables for Exhibit A (“CPA Materials”).
CPA grants FIRM the right to use of CPA Information or CPA Materials during the Term of this AGREEMENT.
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11 L. Authorization Warranty:
FIRM represents and warrantsthat the signatory to this AGREEMENT isfully authorized to obligate FIRM and that all corporate acts necessary to the execution of this AGREEMENT have been accomplished.
M. Changes and Amendments of Terms:
CPA reserves the right to change any portion of the work required under this AGREEMENT or amend its terms and conditions as may become necessary.
N. Validity:
The invalidity in whole or in part of any provision of this AGREEMENT shall not void or affect the validity of any other provision.
O. Waiver:
No waiver of a breach of any provision of this AGREEMENT by either party shall constitute a waiver of any other breach of the provision or any other provision of this AGREEMENT. Failure of either party to enforce any provision of this AGREEMENT at any time shall not be construed as a waiver of that provision. CPA’s remedies as described in this AGREEMENT shall be cumulative and additional to any other remedies in law or equity.
P. Remedies Reserved to CPA:
The remedies reserved to CPA shall be cumulative and additional to any other remedies provided in law or equity.
Q. Complete Agreement and Interpretation:
This AGREEMENT supersedes all prior communications and all previous written and oral agreements and shall constitute the complete and exclusive statement of understanding between CPA and FIRM relating to the subject matter of this AGREEMENT. No provision of this AGREEMENT is to be interpreted for or against either party because that party’s legal representative drafted such provision.
Executed as of the date set forth on the cover page to this AGREEMENT:
Keyes & Fox LLP Clean Power Alliance of Southern California ____________________________________ ____________________________________ By: Kevin Fox By: Theodore Bardacke
Title: Partner Title: Chief Executive Officer
Approved as to Form:
____________________________________
By: Nancy Whang
Title: General Counsel
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A-1
EXHIBIT A
SCOPE OF WORK AND HOURLY BILLING RATES
Keyes & Fox LLP (“FIRM”)
Contemplated services include:
1. Power Purchase Agreements (“PPA”) Negotiations. Drafting and negotiating, whether arising out of a CPA RFO or bilateral negotiations (a) PPAs for renewable, renewable plus storage, standalone storage, or distributed energy projects, (b) PPAs for customer programs related projects, (c) tolling or resource adequacy agreements, add (b) any ancillary or related documentation required or provided by project developers (e.g., amendments, collateral assignments, non-disclosure agreements (“NDAs”), letters of credit, parent guarantees, legal opinions, authority documents, or board resolutions) for up to 10 projects assigned to FIRM each contract year. The services provided under this section shall be referred to as “PPA Negotiations.” The total amount of fees for PPA Negotiations shall not exceed $20,000.00 for each project assigned to FIRM (the “PPA NTE”) without prior written authorization from CPA. If FIRM billable fees exceed the PPA NTE for each assigned project, FIRM shall be responsible for all fees incurred between the PPA NTE and $23,000.00 (the “PPA Collar”) for that assigned project.
In the event, FIRM is assigned more than one project for a given counterparty within an RFO for a given contract year, the PPA NTE and PPA Collar shall apply for the first agreement, and for each additional agreement with the same counterparty, a not-to-exceed maximum amount of $14,000.00 shall apply.
The total NTE for PPA Negotiations shall not exceed $200,000.00 in a contract year.
2. General Energy Supply Support Services. Contemplated services include:
a. Support for CPA’s short-term energy procurement by negotiating the following documentation with CPA’s selected energy suppliers and marketers: (i) EEI Master Agreements to enable transactions with counterparties, (ii) Confirmations for transactions for energy, renewable energy, carbon free energy, and resource adequacy products using confirmations under the EEI Master Agreement and WSPP Agreements, (iii) agreements to establish a “Lockbox” structure to provide collateralization for transactions with CPA’s selected suppliers, (iv) ancillary documentation required or provided by energy suppliers and marketers (e.g., amendments, collateral assignments, NDAs, letters of credit, parent guarantees, legal opinions, authority documents, and board resolutions, or any other documents needed to effectuate the underlying agreement); and (v) providing ongoing legal counsel, as directed by CPA, related to energy procurement.
b. Providing advice, representation, or support related to CPA’s energy procurement activities, including without limitation, RFO support, pro forma agreements or revisions thereto, amendments, letters of credit, parent guarantees, authority documents, collateral assignments, confirmations, ancillary documentation, or other procurement support as requested by CPA.
The services provided under this section shall be referred to as “Procurement Services.” The total amount of fees for Procurement Services shall not exceed $100,000.00. (the “Procurement Services NTE”) in a contract year.
3. Legislative and Regulatory. Contemplated services include analyses of or advice and counsel concerning energy-related legislation and regulatory issues, and when directed by CPA, representing CPA in regulatory proceedings before the California Public Utilities Commission or before the California Energy Commission.
The services provided under this section shall be referred to as “Regulatory Services.”
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A-1
The total amount of fees for Regulatory Services shall not exceed $80,000.00 (the “Regulatory Services NTE”) in a contract year.
In no event shall the cumulative NTE total for PPA Negotiations, Program Negotiations, Procurement Services, and Regulatory Services exceed $380,000.00 unless expressly authorized in writing by CPA.
CPA and the FIRM acknowledge that the not-to-exceed are not estimates of the total costs required to complete this engagement.
Firm Personnel Title Hourly Rate
(Blended)
Kevin Fox Partner $480
Tim Lindl Partner $420
Nikhil Vijaykar Partner $340
Theresa Cho Of Counsel $530
Julia Kantor Sr. Associate $300
Alexandra Haggarty Associate $340
Andrew Ball Associate $340
Alissa Greenwald Associate $270
Alicia Zaloga Paralegal $120
Corey Cochran Paralegal $100
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PROFESSIONAL LEGAL SERVICES AGREEMENT
BY AND BETWEEN
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
AND
CLEAN ENERGY COUNSEL, LLP
November 1, 2023
(Date of Agreement)
Firm Address: 1 Sansome Street, 35th Floor, San Francisco, CA 94104 Firm Tax ID No.: 47-1968415
Firm Telephone: (415) 299-8627
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i
TABLE OF CONTENTS
AGREEMENT FOR PROFESSIONAL LEGAL SERVICES
RECITALS.................................................................................................................................. 1 I. Term and Termination...................................................................................................... 1 A. Period of Performance .................................................................................................. 1 B. Termination and/or Suspension .................................................................................... 1 II. FIRM’s Services and Responsibilities .............................................................................. 2 A. Supervising Attorney .................................................................................................... 2 B. Legal Representation .................................................................................................... 3 III. CPA’s Duties and Responsibilities................................................................................... 3 A. Supervising Attorney .................................................................................................... 3 B. Duties and Responsibilities ........................................................................................... 3 IV. Compensation ............................................................................................................... 4 A. CPA Counsel Billing Requirements.............................................................................. 4 B. Fees............................................................................................................................... 4 C. Expenses ....................................................................................................................... 4 V. Invoices and Payments to FIRM ..................................................................................... 5 A. Billing (E-Billing)......................................................................................................... 5 B. E-Bills........................................................................................................................... 5 C. Payments ....................................................................................................................... 6 VI. Notices.......................................................................................................................... 6 A. If to FIRM..................................................................................................................... 6 B. If to CPA....................................................................................................................... 6 VII. Assignment ................................................................................................................... 7
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ii
VIII. Standard Terms and Conditions .................................................................................... 7 A. Indemnification............................................................................................................. 7 B. Insurance ....................................................................................................................... 7 C. Independent Contractor Status...................................................................................... 8 D. Warranty Against Contingent Fees ............................................................................... 8 E. Governing Laws............................................................................................................ 8 F. Compliance with Applicable Law ................................................................................ 8 G. Record Retention and Inspection .................................................................................. 9 H. Confidentiality .............................................................................................................. 9 I. Communications With CPA ....................................................................................... 10 J. Conflict of Interest...................................................................................................... 10 K. Ownership ................................................................................................................... 10 L. Authorization Warranty .............................................................................................. 10 M. Changes and Amendments of Terms ......................................................................... 10 N. Validity ...................................................................................................................... 11 O. Waiver......................................................................................................................... 11 P. Remedies Reserved to CPA........................................................................................ 11 Q. Complete Agreement and Interpretation..................................................................... 11
EXHIBIT A - SCOPE OF WORK AND HOURLY BILLING RATES
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1 AGREEMENT FOR PROFESSIONAL LEGAL SERVICES
(“AGREEMENT”)
RECITALS
WHEREAS, CPA desires to retain a law firm to provide professional legal services related to CPA’s long-term power purchase agreements for energy projects or customer program projects arising from CPA’s long-term energy Request for Offers or bilateral negotiations, general power supply related support as well as other legal services as requested ("Requested Legal Services"); WHEREAS, CPA engaged in a competitive solicitation to identify legal counsel who are experienced and specialized in the Requested Legal Services;
WHEREAS, CPA has determined that FIRM has the legal competence and specialized expertise to provide professional the Requested Legal Services in the areas described above and has specified those services in Exhibit A (“Legal Services”); and,
WHEREAS, CPA desires to retain FIRM’s services for the Legal Services; and, WHEREAS, FIRM has agreed to provide the Legal Services in accordance with this AGREEMENT.
NOW, THEREFORE, CPA and FIRM agree as follows:
I. Term and Termination:
A. Period of Performance:
This AGREEMENT shall begin on the date set forth on the cover page hereto and shall remain in effect for a three-year term (“Initial Term”), and at the end of the Initial Term, the Parties may renew this AGREEMENT for a one successive 12-month period (each, a “Renewal Term”), unless earlier terminated as set forth herein. Each 12-month period shall be referred to as a “contract year.” B. Termination and/or Suspension:
1. Termination and/or Suspension for CPA’s Convenience:
a) Services performed under this AGREEMENT may be terminated or suspended in whole or in part by CPA at any time, when CPA, in its sole discretion, deemssuch termination or suspension to be in CPA’s best interest. CPA shall terminate or suspend services by delivering to FIRM a written notice specifying the extent to which services are terminated or suspended and the effective date of the termination or suspension. The notice of termination or suspension shall be sent to the person identified in paragraph VI.A.; and, b) After receiving a notice of termination or suspension, unless otherwise directed by CPA, FIRM shall:
1) Stop services on the date and to the extent specified in the suspension or termination notice. 2) Complete services not terminated or suspended by the notice. 3) Submit a Closing Report to CPA as set forth in paragraph I.B.4., below. 4) Submit, no later than thirty (30) calendar days after the date of suspension or termination is
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2 effective, a final electronic invoice (e-bill) for all services performed prior to CPA’s notice of suspension or termination. If FIRM fails to submit a final e-bill within the time allowed, CPA may determine, on the basis of information available, the amount, if any, to be paid to FIRM. CPA’s determination shall be final.
2. Termination For FIRM’s Default:
a) Services performed under this AGREEMENT may be terminated in whole or in part by CPA when FIRM:
1) Fails to perform the service(s) within the time specified or any CPA approved extension, or
2) Fails to perform any of the AGREEMENT’s other provisions or fails to make progress and endangers the performance of AGREEMENT’s terms.
b) CPA shall give written notice to FIRM of FIRM’s default. CPA, in its sole discretion, shall decide whether the default is of such a nature that the FIRM should be given a period to cure the default, and, if so, the cure period shall be specified in the notice. c) If CPA wholly or partially terminates services under this AGREEMENT, replacement services may be obtained from another law firm or any other source with terms and in a manner CPA deems appropriate.
3. Termination for Professional Conflict of Interest:
If either FIRM or CPA determines a matter of professional conflict has arisen during FIRM’s engagement which should not or cannot be postponed until the conclusion of FIRM’s representation of CPA, FIRM or CPA may immediately give written notice to terminate this AGREEMENT. FIRM shall continue to provide high quality, professional legal representation until the appropriate substitutions can be made.
4. Closing Report Upon Termination or Suspension:
a) Immediately upon the termination or suspension of this AGREEMENT for any reason, FIRM shall deliver a Closing Report to CPA. The Closing Report shall include, for each case or matter assigned to FIRM which in whole or in part is terminated or suspended, the following:
1) A brief description of the facts and current status, 2) A discussion of the applicable law, and
3) A list and description of all future scheduled court appearances, and applicable deadlines. b) Immediately upon any termination or suspension, FIRM shall, at its own cost, deliver to CPA all evidence, files, and attorney work product for each case or matter for which work under this AGREEMENT has been terminated or suspended. This includes any computerized indices, programs, and document retrieval systems created or used for the case or matter. If FIRM’s services include pending litigation, FIRM shall file the appropriate substitution of counsel with the court when instructed by CPA.
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3 II. FIRM’s Services and Responsibilities:
A. Supervising Attorney:
1. FIRM shall appoint a Supervising Attorney, who shall serve as the lead counsel for work performed under this AGREEMENT. The person designated as FIRM’s Supervising Attorney, and any changes in this designation, shall be promptly communicated in writing to CPA.
2. FIRM’s Supervising Attorney shall have full authority to act for FIRM on all daily operational matters under this AGREEMENT and shall serve as or designate lead counsel for all law and motion appearances, pretrial and trial proceeding(s), settlement conference(s), or meetings of counsel for parties, depositions, document productions, and all court and other proceedings in which substantive rights of the parties may be determined. Designation of lead counsel shall be subject to approval by CPA.
B. Legal Representation:
1. FIRM recognizes that the CPA General Counsel is the authorized legal representative for the CPA and its officers and employees. Subject to the direction and control of CPA General Counsel, FIRM shall provide CPA with high quality legal advice and representation consistent with this AGREEMENT, the Rules of Professional Conduct, and all applicable laws and court rules.
2. FIRM shall provide representation with fully qualified staff at the least costly billing category.
Consistent with this requirement, CPA may request that a particular attorney or specified attorneys work on a particular project or multiple projects specified in Exhibit A.
3. FIRM shall keep CPA informed of all significant developments in each case or matter assigned to FIRM and shall provide CPA with copies of all significant documents.
4. FIRM acknowledges that nothing in this AGREEMENT is intended, nor will be construed, as creating any exclusive arrangement between CPA and FIRM. Nothing in this AGREEMENT will restrict CPA from obtaining similar services from other firms or sources.
III. CPA’s Duties and Responsibilities:
A. Supervising Attorney:
1. CPA shall appoint its General Counsel as CPA’s Supervising Attorney for each case or matter assigned to FIRM.
2. CPA’s Supervising Attorney shall have full authority to act for CPA on all daily operational matters under this AGREEMENT and shall review and approve all FIRM’s reports, whether written or oral, and any change in FIRM’s Supervising Attorney.
B. Duties and Responsibilities:
1. CPA shall make available to FIRM all documents and other information possessed by CPA which are relevant to any case or other matter assigned to FIRM under this AGREEMENT.
2. CPA shall assist FIRM in obtaining CPA records and/or information necessary to respond to discovery and to help familiarize the FIRM with CPA operations and policies.
3. CPA shall review and approve as appropriate:
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4 a) All reports, requests, and other services provided by FIRM under this AGREEMENT. b) Any proposed tactical maneuver or trial strategy.
c) All recommended settlement proposals. Approval of proposed settlement recommendations is subject to CPA’s settlement approval procedures.
d) All billing statements in accordance with procedures referenced in this AGREEMENT.
4. CPA may review all correspondence and judicial, administrative, and other documents.
5. CPA will evaluate FIRM’s performance under this AGREEMENT and may report this evaluation to CPA’s Board of Directors. CPA reserves the right to conduct an audit of any and all aspects of FIRM’s compliance with this AGREEMENT. Any such audit may be conducted by CPA staff or a contract auditor, in CPA’s sole discretion.
IV. Compensation:
A. CPA Counsel Billing Requirements:
All charges by FIRM, whether for fees or attorney work, or for reimbursement for expenses incurred shall be in accordance with the AGREEMENT.
B. Fees:
1. FIRM shall provide legal services at the hourly billing rates for attorney(s) and if applicable, paralegals set forth in Exhibit A to this AGREEMENT, subject to the “Collar”, as defined in Exhibit A. For any amounts that exceed the Collar amount, FIRM shall obtain CPA’s prior written authority.
2. The billing rates set forth in Exhibit A may be subject to review and adjustment as agreed between CPA and FIRM. Any billing rate change shall be in writing.
C. Expenses:
1. Non-Reimbursable Expenses: Certain expenses incurred by FIRM in providing services under this AGREEMENT shall be considered FIRM overhead which shall not be reimbursed by CPA, but which shall be borne by FIRM as expenses included within the hourly billing rates set forth in Exhibit A. Expenses which will not be reimbursed and which should not be billed are the following:
a) Postage.
b) Telephone charges (both local and long distance).
c) Copy charges.
d) Mileage/Parking within the counties of Los Angeles, Orange, Riverside, San Bernardino, and Ventura.
e) On-line subscription, connection, or other costs for computerized research. (Attorney and paralegal time incurred conducting such research may be billed.) f) Document reproduction. (See below for large volume exception.)
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5 g) Staff time or overtime for performing secretarial, clerical, or word processing functions. h) Time spent complying with CPA audits or billing inquiries. i) Charges for services or expenses incurred which have not been authorized by CPA.
2. Reimbursable Ordinary Expenses: CPA shall reimburse FIRM for its actual out-of-pocket expenses, but without any additional costs for having advanced the funds, for the following:
a) Deposition costs (other than videotaping unless approved as set forth below). b) Transcript fees.
c) Filing fees for which the CPA is not exempt.
d) Messenger service if specifically requested by the CPA’s Supervising Attorney, if required because of an emergency over which the FIRM has no control, or if necessary to ensure the safekeeping of sensitive documents or materials.
e) Process service fees.
3. Reimbursable Extraordinary Expenses: CPA shall reimburse FIRM for its actual out-of-pocket expenses, but without any additional costs for having advanced the funds, for the following, but only if FIRM has obtained prior written approval from CPA:
a) Outside vendor document reproductions which, because of the volume or format requirements, are impractical to complete in-house.
b) Consultants.
c) Experts.
d) Investigative services.
e) Expenses for travel outside the Counties of Los Angeles, Orange, Riverside, San Bernardino, and Ventura. Reimbursement for such travel expenses will be limited to the amount CPA’s employees may claim for such travel. Information on such limits will be made available to FIRM upon request at the time FIRM seeks permission for such travel. f) Videotaping of depositions.
g) Extraordinary computerized research requirements.
h) Other extraordinary expenses for which FIRM has obtained prior written approval from CPA.
V. Invoices and Payments to FIRM:
A. Billing (E-Billing):
The FIRM shall submit all invoices for attorney fees and reimbursable expenses to CPA at [email protected] with a copy to CPA’s General Counsel at the email address specified in paragraph VI.B.
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6 B. E-Bills:
1. FIRM shall submit invoices for services and for reimbursable expenses monthly in arrears, or quarterly in arrears if approved by CPA.
2. Each e-bill must also include a signed dated declaration of FIRM’s Supervising Attorney with the following statement:
“I have personally examined this e-bill. All entries are in accordance with the AGREEMENT for Professional Legal Services, are correct and reasonable for the services performed and the cost incurred, and no item on this statement has been previously billed to CPA.”
3. Each e-bill shall be itemized to include:
a) Staffing level(s), hourly rates, and specific activities for each attorney and/or paralegal. 1) Each billing entry shall include a detailed description of specific activities for each attorney and/or paralegal.
2) All receipts for expenses shall be scanned and attached to the e-bill. 3) No attorney or paralegal may be utilized on a matter until an hourly billing rate for that person has been approved in writing by the CPA. All time must be billed at the approved hourly rate.
4. FIRM shall maintain in a form subject to audit, and in accordance with generally accepted accounting principles, backup documentation to support all entries included in the monthly billing statement. Such documentation shall be available to CPA upon request.
C. Payments:
1. CPA shall make payment(s) for services rendered under this AGREEMENT monthly in arrears based on the itemized billing statement(s) FIRM submits to CPA.
2. CPA’s legal and accounting staff shall review all billing statements for reasonableness of the time billed as well as full compliance with this AGREEMENT and all CPA Counsel Billing Requirements.
3. CPA shall make its best effort to process payments promptly after receiving FIRM’s e-bill.
However, CPA shall not pay interest or finance charges on any outstanding balance(s).
4. Payments to FIRM are conditioned upon FIRM’s compliance with all provisions of this AGREEMENT, including but not limited to, paragraph VIII.B.
VI. Notices:
Unless otherwise specified herein, all notices and required reports shall be in writing and transmitted by electronic mail (“email”) to the CPA or FIRM representative at the email address specified below:
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7 A. If to FIRM:
Clean Energy Counsel, LLP
Attn: Todd A. Larsen
Lead Counsel
1 Sansome Street, 35th Floor, San Francisco, CA 94104
Email: [email protected]
B. If to CPA:
Theodore Bardacke
Chief Executive Officer
Clean Power Alliance of Southern California
801 S. Grand Ave., Ste. 400, Los Angeles, CA 90017
Email: [email protected]
With a copy to:
Nancy Whang
General Counsel
Clean Power Alliance of Southern California
801 S. Grand Ave., Ste. 400, Los Angeles, CA 90017
Email: [email protected]
VII. Assignment:
A. No part of this AGREEMENT or any right or obligation arising from it is assignable without CPA’s written consent.
B. Any attempt by FIRM to assign or subcontract services relating to this AGREEMENT without CPA’s consent shall constitute a material breach of this AGREEMENT.
VIII. Standard Terms and Conditions:
The following standard CPA contract terms and conditions are included herein as part of this AGREEMENT and are fully binding on the parties hereto:
A. Indemnification:
FIRM shall indemnify CPA, its agents, officers, and employees from and against any and all liability and claims for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury, or property damage (including FIRM’s property), any breach by FIRM of this AGREEMENT, or any negligence or willful misconduct by FIRM arising from or connected with services performed under this AGREEMENT. This provision is subject to existing and relevant laws concerning comparative and contributory fault principles. This provision shall not apply to any settlement or payment effected without prior written consent of FIRM.
B. Insurance:
Without limiting FIRM’s indemnification of CPA and its officers, agents and employees, FIRM shall provide and maintain at its own expense the following programs of insurance covering FIRM’s operations during the term of this AGREEMENT. FIRM shall use insurers satisfactory to CPA’s Chief Financial
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8 Officer and shall deliver evidence of a satisfactory insurance to CPA on or before the effective date of this AGREEMENT. Evidence shall specifically identify this AGREEMENT and FIRM shall provide CPA written notice by registered mail at least thirty (30) days in advance of any modification or termination of any program insurance.
1. Liability: Such insurance shall be primary to and not contributing with any other insurance maintained by CPA, and with respect to Comprehensive General Liability insurance shall name the Clean Power Alliance of Southern California as an additional insured, and shall include, but not be limited to:
a) Comprehensive General Liability insurance endorsed for Premises- Operations, Products/Completed Operations, Contractual, Broad Form Property Damage, and Personal Injury with a combined single limit of not less than $1,000,000 per occurrence.
If the above insurance is written on a Claims Made Form, the insurance shall be endorsed to provide an extended reporting period of not less than five years following termination of this AGREEMENT.
b) Professional liability insurance with a liability limit of at least $2,000,000 per claim.
c) Comprehensive Auto Liability endorsed for all owned, non-owned, and hired vehicles with a combined single limit of at least $300,000 per occurrence.
2. Workers’ Compensation: A program of Workers’ Compensation insurance in an amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employers Liability with a $1,000,000 limit, covering all persons providing services on behalf of FIRM and all risks to such persons under this AGREEMENT.
3. Failure to Procure Insurance: Failure on the part of FIRM to procure or maintain required insurance shall constitute a material breach for which CPA may immediately terminate or suspend this AGREEMENT.
C. Independent Contractor Status:
1. This AGREEMENT is not intended and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture, or association, as between CPA and FIRM.
2. FIRM understands and agrees that all FIRM personnel furnishing services to CPA under this AGREEMENT are employees solely of FIRM and not of CPA for purposes of workers’ compensation liability.
3. FIRM shall bear the sole responsibility and liability for furnishing workers’ compensation benefits to any FIRM personnel for injuries arising from services performed under this AGREEMENT.
D. Warranty Against Contingent Fees:
1. FIRM warrants that no person or selling agency has been employed or retained to solicit or secure this AGREEMENT upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee.
2. For breach or violation of this warranty, CPA shall have the right to terminate this AGREEMENT,
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9 and in its sole discretion, to deduct from the AGREEMENT price or consideration, or otherwise recover, the full amount of any such commission, percentage, brokerage, or contingent fee.
E. Governing Laws:
This AGREEMENT shall be governed by and construed in accordance with the laws of the State of California and any action brought by either party on this AGREEMENT shall be brought in Los Angeles County.
F. Compliance with Applicable Law:
1. FIRM shall comply with all applicable Federal, State, and local laws, rules, regulations, and ordinances, and all provisions required thereby to be included in this AGREEMENT are hereby incorporated herein. FIRM shall comply with the governing Rules of Professional Responsibility in the jurisdiction in which FIRM performs the work.
2. FIRM shall indemnify and hold harmless the CPA, and its directors, officers, agents, and employees, from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys’ fees, arising from or related to any violation on the part of FIRM or its employees, agents, or subcontractors of any such laws, rules, regulations, ordinances, or directives.
G. Record Retention and Inspection:
FIRM will maintain records related to this engagement in formats and organization that FIRM, in its sole professional judgment, determine are efficient and appropriate for the conduct of this engagement provided that FIRM gives written notice to CPA of the formats and organization used. After the engagement ends, meaning the date of FIRM’s last bill for services in this matter, FIRM will maintain or destroy these records in accordance with FIRM’s then-existing record retention policy. A copy of FIRM’s current record retention policy and any changes to the record retention policy shall be promptly provided to CPA.
Notwithstanding the foregoing, FIRM will first give CPA written notice of its intention to destroy the records at CPA’s last known address and a copy of the notice shall be sent to CPA’s General Counsel at the email address provided herein. The notice will inform CPA that the records will be destroyed 60 days after the date of the notice unless CPA notifies FIRM in writing that CPA wants the records to be sent to CPA at your expense. If the notice is returned to FIRM as undeliverable, FIRM will destroy the records, as the lack of a correct forwarding address will indicate that CPA has abandoned them. If at any time CPA requests transfer of the records to which CPA is entitled, FIRM shall transfer such records in electronic formats and organized in a manner in which FIRM has maintained them. In that event or if CPA requests destruction of the records, FIRM reserves the right to retain, at FIRM’s expense, a copy of any part of the records to comply with legal or ethical obligations. Within ten (10) days of CPA’s written request, FIRM shall allow CPA or authorized State or Federal agencies or any duly authorized representative to have the right to access, examine, audit, excerpt, copy, or transcribe any pertinent transaction, activity, time cards, or other records relating to this AGREEMENT.
H. Confidentiality:
1. FIRM shall maintain the confidentiality of all information which it may acquire arising out of or connected with activities under this AGREEMENT in accordance with all applicable Federal, State, and CPA laws, regulations, ordinances, and directives relating to confidentiality, including the Code of Professional Responsibility. FIRM shall inform all of its principals, employees, and agents providing services hereunder of the confidentiality provisions of this AGREEMENT.
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10 2. FIRM shall ensure that all attorneys, paralegals, and secretarial and clerical personnel having access to information relevant to FIRM’s provision of services under this AGREEMENT, are aware of and acknowledge the confidentiality requirements set forth in paragraph 1, above.
3. These confidentiality obligations shall survive this AGREEMENT’s termination or expiration.
4. FIRM is rendering legal services only to CPA and to no other person or entity in connection with the matters described above. As long as CPA keeps confidential FIRM’s advice, the attorney-client privilege and the confidential relationship will not be inadvertently waived.
I. Communications With CPA:
FIRM recognizes that its communications with CPA and its agents and employees, officers and/or representatives are subject to the attorney-client privilege. FIRM warrants that it shall not disclose or use in any manner other than in the furtherance of FIRM’s representation of CPA, any privileged information obtained from CPA or its officers, agents, or employees. FIRM understandsthat the CPA General Counsel is the legally empowered legal representative of the CPA and its officers and employees and FIRM shall not without specific direction from CPA General Counsel communicate with, advise or represent the CPA’s Board of Directors or other CPA officers or employees.
J. Conflict of Interest: Failure to comply with the provisions of this paragraph shall be a material breach of this AGREEMENT.
1. No CPA employee whose position with CPA enables such employee to influence the award of this AGREEMENT or any competing AGREEMENT, and no spouse or economic dependent of such employee, shall be employed in any capacity by FIRM or have any other direct or indirect financial interest in this AGREEMENT. No officer or employee of FIRM who may financially benefit from the performance of work hereunder shall in any way participate in the CPA’s approval, or ongoing evaluation, of such work, or in any way attempt to unlawfully influence CPA’s approval or ongoing evaluation of such work.
2. FIRM shall comply with all conflict of interest laws, ordinances, resolution, and regulations now in effect or hereafter to be enacted during the term of this AGREEMENT. FIRM warrants and represents that it is not now aware of any facts that create a conflict of interest. If FIRM hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it shall immediately disclose the conflict in writing to CPA and shall resolve the issue in a manner satisfactory to CPA provided FIRM is ethically able to disclose any details. Full written disclosure shall include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. FIRM agrees to notify CPA of any conflicts of interest and agrees to seek CPA’s consent and waiver before representing another client adverse to CPA.
K. Ownership:
To the extent permitted by law or contract, CPA shall own, or retain all right, title and interest in and to all proprietary information provided by CPA to FIRM in connection with this AGREEMENT (“CPA Information”) and all finished or unfinished content, writing and materials including but not limited to materials, reports, plans, studies, documents and other writings prepared by FIRM, its partners, employees, contractors, and agents as deliverables for Exhibit A (“CPA Materials”).
CPA grants FIRM the right to use of CPA Information or CPA Materials during the Term of this AGREEMENT.
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11 L. Authorization Warranty:
FIRM represents and warrantsthat the signatory to this AGREEMENT isfully authorized to obligate FIRM and that all corporate acts necessary to the execution of this AGREEMENT have been accomplished.
M. Changes and Amendments of Terms:
CPA reserves the right to change any portion of the work required under this AGREEMENT or amend its terms and conditions as may become necessary.
N. Validity:
The invalidity in whole or in part of any provision of this AGREEMENT shall not void or affect the validity of any other provision.
O. Waiver:
No waiver of a breach of any provision of this AGREEMENT by either party shall constitute a waiver of any other breach of the provision or any other provision of this AGREEMENT. Failure of either party to enforce any provision of this AGREEMENT at any time shall not be construed as a waiver of that provision. CPA’s remedies as described in this AGREEMENT shall be cumulative and additional to any other remedies in law or equity.
P. Remedies Reserved to CPA:
The remedies reserved to CPA shall be cumulative and additional to any other remedies provided in law or equity.
Q. Complete Agreement and Interpretation:
This AGREEMENT supersedes all prior communications and all previous written and oral agreements and shall constitute the complete and exclusive statement of understanding between CPA and FIRM relating to the subject matter of this AGREEMENT. No provision of this AGREEMENT is to be interpreted for or against either party because that party’s legal representative drafted such provision.
Executed as of the date set forth on the cover page to this AGREEMENT:
Clean Energy Counsel, LLP Clean Power Alliance of Southern California ____________________________________ ____________________________________ By: Todd A. Larsen By: Theodore Bardacke
Title: Lead Counsel Title: Chief Executive Officer
Approved as to Form:
____________________________________
By: Nancy Whang
Title: General Counsel
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A-1
EXHIBIT A
SCOPE OF WORK AND HOURLY BILLING RATES
Clean Energy Counsel, LLP (“FIRM”)
Contemplated services include:
1. Power Purchase Agreements (“PPAs”) Negotiations. Drafting and negotiating, whether arising out of CPA’s RFO or bilateral negotiations, (a) PPAs for renewable, renewable plus storage, standalone storage projects, or distributed energy, (b) PPAs for customer programs related projects, (c) tolling or resource adequacy agreements, and (d) any ancillary or related documentation required or provided by project developers (e.g., non-disclosure agreements (“NDAs”), letters of credit, parent guarantees, legal opinions, authority documents, or board resolutions) for up to 13 projects assigned to FIRM each contract year. The services provided under this Section 1 shall be referred to as “PPA Negotiations”.
The total amount of fees for PPA Negotiations shall not exceed $20,000.00 for each project assigned to FIRM (the “PPA NTE”) without CPA’s written authorization. If FIRM’s billable fees exceed the PPA NTE for each assigned project, FIRM shall be responsible for all fees incurred between the PPA NTE and $23,000.00 (the “PPA Collar”) for that assigned project.
In the event, FIRM is assigned more than one project for a given counterparty within an RFO for a given contract year, the PPA NTE and PPA Collar shall apply for the first agreement, and for each additional agreement with the same counterparty, a not-to-exceed (“NTE”) maximum amount of $17,000.00 shall apply.
Depending on the complexity, nascency of a technology, energy source, or a regulatory requirement, and/or other factors that impact the difficulty or length of the negotiations, CPA may authorize an increase of the PPA NTE up to $50,000 for one (1) project of every four (4) projects assigned to FIRM. In the event, FIRM is authorized an NTE of $50,000, the firm shall be responsible for all fees between $20,000 and $23,000 and if the FIRM’s billable fees exceed $23,000 for any project assigned, FIRM shall be responsible for all fees incurred between $50,000 and $52,000 for that assigned project.
The total NTE for PPA Negotiations shall not exceed $350,000.00 in a contract year.
2. General Power Supply Support Services. Providing advice & counsel, representation, or support related to CPA’s energy procurement activities, including without limitation, research, RFO support, pro forma agreements or revisions thereto, revisions or amendments, letter agreements, updates, letters of credit, parent guarantees, authority documents, collateral assignments, confirmations, ancillary documentation, or other power supply-related support as requested by CPA (“Power Supply Services”).
The total amount of fees for Power Supply Services shall not exceed $220,000.00 (the “Power Supply Services NTE”) in a contract year.
In no event shall the cumulative total of the NTE for the Agreement exceed $570,000 in a contract year unless expressly authorized in writing by CPA.
CPA and FIRM acknowledge that the not-to-exceed for PPA Negotiations and Procurement Services are not estimates of the total costs required to complete this engagement.
Firm Personnel Title 2023 Hourly
Rates
2024 Hourly
Rates
Todd A. Larsen Lead Counsel $600 $650
Agenda Page 70
A-1
Shae Harvey Attorney $575 $625
Erik Vanderhoef Attorney $500 $550
Cynthia Webster Sr. Paralegal $260 $285
Agenda Page 71
Staff Report – Agenda Item 5
To: Board of Directors
From: Gina Goodhill, Senior Director, Government Affairs Approved By: Ted Bardacke, Chief Executive Officer
Subject: Receive and File Monthly Bill Positions Report Date: October 5, 2023
RECOMMENDATION
Receive and file.
ATTACHMENT
1. 2023 Legislative & Regulatory Policy Platform
Agenda Page 72
Board of Directors Item 5
Bill Number &
Author
Title & Summary Status CPA Position Alignment with
CPA Policy
Platform
Notes
AB 914
Assemblymember Laura
Friedman
Electrical infrastructure:
California Environmental
Quality Act: review time
period
Establishes a two-year time
limit, from the date an
application is accepted as
complete, for a lead state
agency to complete the
CEQA review and approve or
deny an application for an
electrical infrastructure
project
Amended 7/14/23
Held in Senate
Appropriations
Committee
Support 2e, 3d This is one of
several bills aimed
at addressing a
growing backlog of
utility energization
projects.
SB 420
Senator Josh Becker
Electrical Transmission
Facility Projects
Would expand CPUC
certificate exemptions from
transmission lines under 50
kilovolts to new sub-transmission and distribution
lines and to the
reconstruction of an existing
line that are under 138kv if
9/21/23
Enrolled and
presented to the
Governor
Support 2e, 3d This is one of
several bills aimed
at addressing a
growing backlog of
utility energization
projects.
Agenda Page 73
Board of Directors Item 5
they meet specific location
requirements.
SB 410
Senator Josh Becker
Powering Up Californians
Act
Would require the CPUC to
take various actions to more
quickly connect customers to
the grid. This include
establishing maximum
energization time periods,
reporting requirements, and
a pathway for customers to
report energization delays to
the CPUC
9/21/23
Enrolled and
presented to the
Governor
Support 2e, 3d This is one of
several bills aimed
at addressing a
growing backlog of
utility energization
projects.
AB 691
Assemblymember Phil
Ting
Flexible Interconnection
and Energization
This bill would require the
CPUC to implement an
optional flexible
interconnection tariff to
incorporate the capabilities of
power control systems to
limit the import and export of
electricity
Amended 6/8/23
Held in the Senate
Committee on Energy,
Utilities and
Communication at
author request
Support 2f, 3b, 3c, 3d,
3e, 5d
This bill would
assist multifamily
properties install
EV chargers
without requiring
prohibitively large
electricity
distribution
upgrades.
Agenda Page 74
Board of Directors Item 5
SB 306
Senator Anna Caballero
Climate Change: Equitable
Building Decarbonization
Program: Extreme Heat
Action Plan
Makes changes to the direct
install program approved in
the state’s 2022 Budget and
codifies the Governor’s
Extreme Heat Action Plan
Amended 5/18/23
Held in Senate
Appropriations
Committee
Support 3d, 5d
AB 3
Assemblymember Rick
Chavez Zbur
California Offshore Wind
Advancement Act
Would develop a strategy for
seaport readiness for
offshore wind energy
developments, and study the
feasibility of achieving 70%
and 85% in-state assembly
and manufacturing of
offshore wind energy projects
9/21/23
Enrolled and
presented to the
Governor
Support 2f; 5c
SB 507
Senator Lena Gonzalez
Electric vehicle charging
station infrastructure:
assessments
Would require the California
Energy Commission (CEC)
to quantify EV charging
infrastructure needed to
support the state’s 2035
Amended 4/17/2023
Held in Senate
Appropriations
Committee
Support 3b; 5d
Agenda Page 75
Board of Directors Item 5
electric vehicle goals,
including in disadvantaged
communities and between
different types of housing. If
infrastructure is not on track
to meet state goals and is
disproportionately distributed,
the CEC must develop
solutions.
AB 1373
Assemblymember
Eduardo Garcia
Energy
Would make significant
policy changes to electricity
market structure and
regulation as proposed by
the Newsom Administration’s
2023 budget energy trailer
bill, including the creation of
a central procurement entity
(CPE) run by the Department
of Water Resources (DWR).
9/22/23
Enrolled and
presented to the
Governor
Neutral 1b; 1d; 2a; 2d CalCCA
successfully
amended the bill to
explicitly maintain
CCAs ability to self-procure diverse
resources unless
otherwise procured
by the proposed
central
procurement entity.
AB 1538
Assemblymember Al
Muratsuchi
Clean Energy Reliability
Program
Would create an incentive
program for load-serving
entities that procure clean
energy capacity above their
minimum CPUC
Amended 4/17/2023
Held in Assembly
Appropriations
Committee
SPONSOR 2a; 2d; 5a; 5c; CPA will explore
opportunities to
advance this
concept in 2024.
Agenda Page 76
Board of Directors Item 5
requirements in order to
enhance electricity system
reliability and reduce
customer costs.
Agenda Page 77
2023 Legislative and Regulatory Policy Platform
Overview and Purpose
The Clean Power Alliance (CPA) Legislative and Regulatory Policy Platform (Platform) serves as a guide to the CPA Board of Directors and CPA staff in their advocacy efforts and engagement on policy matters of interest to CPA. The Platform allows both members of the CPA Board of Directors and CPA staff to pursue actions at the regional, state and federal legislative and regulatory levels in a consistent manner and with the understanding that they are pursuing actions in the best interest of the organization and its mission, its member agencies, and its customers.
The Platform provides direction to CPA staff on positions that should be taken on regulatory matters and legislative bill proposals. The Platform also provides guidance to the Chief Executive Officer on positions that should be taken on legislative and regulatory matters that come before the California Community Choice Association (CalCCA) Board of Directors.
CPA staff report to the Board monthly on all positions taken on legislative bills. For bills that fall outside the scope of this platform, bills that are likely to attract high-profile supporters and detractors, bills that would raise taxes, or bills that would knowingly put CPA at odds with positions that its member agencies have taken, CPA staff will seek approval of a proposed position to the Legislative & Regulatory Committee and Board of Directors before taking a position.
Policy Principles
The Legislative and Regulatory Policy Platform is centered around five basic principles:
1. Protecting CPA’s local control and competitive position, especially as it relates to rates, finances, power procurement and expansion of its service territory.
Agenda Page 78
2. Pursing power resource planning and procurement that promote the growth in renewable energy capacity at the local level and reduce fossil fuel dependency, with the goal of combating climate change.
3. Developing and administering customer programs that encourage clean energy adoption by CPA customers.
4. Ensuring fair access to data, particularly as it relates to energy usage, billing, and information needed to develop and administer customer programs.
5. Supporting CPA’s ability to set electric rates and offer programmatic services that are affordable and inclusive for all.
These principles are incorporated throughout the below platform.
Policy Platform
1) Affordability and Local Control
a. Fair rates and cost allocation: CPA will pursue administrative and legislative initiatives that will ensure that non-bypassable charges assessed for CPA customers are fair, and that CPA’s customers are not unnecessarily burdened by non-bypassable charges.
b. Finances: CPA will pursue administrative and legislative initiatives to ensure that CPA is eligible to apply and receive funding made available to the electricity sector for decarbonization, reliability, and affordability purposes, and that CPA’s financial health are not disparately impacted by new regulations.
c. CCA Expansion: CPA will pursue administrative and legislative initiatives to protect CPA’s ability to expand its service to new member agencies. d. Local Control: CPA will pursue administrative and legislative initiatives to protect CPA Board’s authority over CPA’s procurement, rate-setting, and customer program development activities.
2) Power Resources Planning and Procurement
a. Resource Adequacy and Reliability: CPA will pursue administrative and legislative initiatives that will enable CPA to secure capacity resources to meet its reliability obligations, such as initiatives that evaluate the supply of capacity resources available to load serving entities (LSEs), determine the appropriate market mechanisms for LSEs to procure capacity resources, and develop a durable policy framework that encourages all LSEs to construct their fair share of new capacity resources to maintain grid reliability while pursuing decarbonization efforts..
Agenda Page 79
b. Carbon-Free Resources: CPA will pursue administrative and legislative initiatives that will maximize CPA’s ability to procure carbon-free resources to meet or exceed the needs of CPA’s three product offerings and its long-term carbon-free procurement goal as required by SB 100 and other statutory or regulatory obligations.
c. Renewable Resources: CPA will pursue administrative and legislative initiatives that will maximize CPA’s ability to procure eligible Renewable Portfolio Standard (RPS) resources to meet the needs of CPA’s three product offerings and its long-term RPS procurement goal as required by SB 100 and other statutory or regulatory obligations.
d. Integrated Resource Plan: CPA will pursue administrative and legislative initiatives that will maximize CPA’s ability to plan and procure resources to meet various environmental and reliability goals set by state laws and by its Board of Directors, while offering affordable products and programs to serve its customers, including disadvantaged communities.
e. Transmission: CPA will pursue administrative and legislative initiatives that will provide CPA adequate access to transmission capacity to maximize its procurement of RPS-eligible or carbon-free resources that meet various statutory and regulatory requirements.
f. Research & Development: CPA will pursue administrative and legislative initiatives that support the research and development of new energy resources that can be procured to meet the reliability and decarbonization goals set by the State and its Board of Directors.
3) Customer Programs
a. Demand Response, Demand Flexibility and Energy Efficiency: CPA will pursue administrative and legislative initiatives that will enable CPA to pursue demand response programs and opportunities for its customers. b. Zero-emission vehicles: CPA will pursue administrative and legislative initiatives to promote electrification of the transportation sector in response to state and federal goals aimed at increasing the usage of zero emission vehicles.
c. Building decarbonization: CPA will pursue administrative and legislative initiatives that supports the ability of CPA to promote electrification and the reduction of natural gas usage in the building sector.
d. Local Grid Management and Resiliency: CPA will pursue administrative and legislative initiatives that supports the ability of CPA and its member agencies to offer local grid management and resiliency solutions to increase local reliability and adaptability that could protect against power outages and extreme heat.
e. Distributed Energy Resources: CPA will pursue administrative and legislative initiatives that supports the ability of CPA to offer and utilize distributed
Agenda Page 80
energy resources as part of its reliability, resiliency and community engagement strategies.
f. Research and Development: CPA will pursue administrative and legislative initiatives that supports the ability of CPA to explore new opportunities related to behind the meter clean energy resources.
4) Data Access
a. Timely and Accurate Access to Customer Data: CPA will pursue administrative and legislative initiatives that will enable CPA to obtain timely and accurate access to its customers’ data to improve billing accuracy and inform the development and implementation of customer programs. b. Fair Fees for Data Management Services: CPA will pursue administrative and legislative initiatives to ensure that the fees due to Southern California Edison for data access and management are fairly assessed based on data needs and potential technological improvements.
5) Diversity, Equity, Inclusion
a. Customer Protection: CPA will pursue administrative and legislative initiatives that supports the protection of all ratepayers, particularly environmental and social justice communities in CPA’s service territory.
b. Supplier Diversity: CPA will pursue administrative and legislative initiatives that supports supplier diversity in CPA’s contracting activities and through women-owned, minority-owned, disabled-veteran-owned, and lesbian, gay, bisexual, and/or transgender owned business enterprises. c. Workforce Development: CPA will pursue administrative and legislative initiatives that supports workforce development with a focus on new stable, well-paying local jobs, and participation in a just transition to a low-carbon economy.
d. Energy Equity: CPA will pursue administrative and legislative initiatives that supports increased access to clean energy technologies, clean energy and contracting jobs, and clean energy opportunities for environmental and social justice communities in CPA’s service territory.
Agenda Page 81
Staff Report – Agenda Item 6
To: Board of Directors
From: Christian Cruz, Community Outreach Manager
Approved by: Ted Bardacke, Chief Executive Officer
Subject: Community Advisory Committee (CAC) Report
Date: October 5, 2023
RECOMMENDATION
Receive and file.
MEETING REPORT
CUSTOMER PROGRAMS UPDATE
In September, the CAC received an update on CPA's Residential Battery Storage Incentive Program. This program is designed to help customers reduce the cost of battery storage systems and provide grid resources to reduce peak demand consumption. CPA staff highlighted that the Residential Battery Storage Incentive Program will roll out in two phases.
• Phase 1 – Simple incentive approach available to all CPA Customers and aligned with solar net billing tariff. The program will incentivize one battery per household, with minimum size requirements, and the project must be paired with solar. Twenty percent of the funding for this program is reserved for low-income customers. • Phase 2 – Direct installation for low-income/medical baseline customers for solar plus storage. This phase of the program will provide Resource Adequacy (RA) requirements and support demand response.
The CAC also received an update on CPA’s Local Government Assistance Program. This program will provide $10 million in funding for technical support and incentives over three fiscal years to advance resiliency and grid management, electrification, and/or local
Agenda Page 82
Board of Directors Item 6
3 0
0 procurement for our member agencies. There will be two funding categories under this program:
• Energy Solutions - Member agencies can select from a list of projects to implement clean energy solutions at their agencies in three areas: fleet electrification, building electrification, or community charging. Each member agency can apply for one project valued at approximately $250,000.
• Innovation Grants - support creative projects member agencies are developing to address grid management and reliability, electrification, and local procurement.
Agencies can apply for up to two grants during the three-year program offering.
Each grant will be valued at up to approximately $250,000.
The program launch is planned for Spring 2024. As these two programs are developed, staff will continue to ask the CAC for input and feedback.
The CAC recommended that staff provide the CAC with a one-page summary table of CPA programs with webpage links for easy reference, to better understand which programs are available for each customer group. In addition, the CAC also recommended that staff consider including equity metrics and additional technical services for member agencies with limited resources to better access the Local Government Assistance Program funding. Lastly, the CAC advised staff to incorporate any lessons learned from the Power Ready program into the design of the Local Government Assistance Program.
ATTACHMENT
1. CAC Meeting Attendance
Agenda Page 83
Board of Directors Item 6
3 0
0 Action Items and Presentations
January
Building Electrification (Reach Codes)
February
Local Programs Mid-Cycle Review
March
Canceled
April
NEM 3.0 Policy Proposals
FY 2023/24 Rate Setting and Budget
May
Cancelled
June
Customer Programs Update
July
DARK
August
CAC Tour of LACI
September
Customer Programs Update
Community Advisory Committee Attendance
2023
Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov
East Ventura/West LA County
Angus Simmons ✓ A A ✓ ✓ ✓
Jennifer Burke ✓ A ✓ ✓ X X
Debbie West ✓ ✓ ✓ ✓ ✓ ✓
San Gabriel Valley
Richard Tom A ✓ ✓ A A ✓
Vacant A A A
West/Unincorporated Ventura County
Lucas Zucker ✓ ✓ A ✓ A ✓
Vern Novstrup ✓ ✓ ✓ ✓ A ✓
South Bay
Court Casady ✓ ✓ ✓
Diane Wallace ✓ ✓ ✓
Gateway Cities
Irella Perez ✓ ✓ A A A A
Genaro Bugarin ✓ ✓ ✓ ✓ ✓ ✓
Westside
Cris Gutierrez A A ✓ ✓ A A
David Haake A ✓ ✓ ✓ ✓ ✓
Unincorporated LA County
Neil Fromer ✓ ✓ ✓ ✓ ✓ ✓
Vacant X X ✓ A A
✓ - Attended A – Absent X – Medical/Personal Leave
Agenda Page 84
Staff Report – Agenda Item 7
To: Board of Directors
From: Karen Schmidt, Director, Rates and Strategy
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Expansion Invitations to La Cañada-Flintridge, Lynwood, and Port Hueneme
Date: October 5, 2023
RECOMMENDATION
(a) Adopt Resolution 23-10-056 authorizing the offer of membership to the Cities of La Cañada-Flintridge, Lynwood, and Port Hueneme to join CPA with service to customers to begin in 2025 or the year specified by the California Public Utilities Commission (CPUC) in its approval of CPA’s Addendum to its Implementation Plan, if later than 2025; and,
(b) Direct staff to prepare an Implementation Plan Addendum and any related documents as required by the CPUC and for consideration by the Board at a Public Hearing at the December 7, 2023 Meeting.
SUMMARY
The cities of La Cañada-Flintridge, Lynwood, and Port Hueneme requested to be considered for membership in CPA so that customers in those jurisdictions could begin receiving service from CPA in 2025 or later. These cities collectively represent approximately 4.6% of CPA’s current load.
Each city contributed $10,000 toward the cost of conducting a feasibility study to assess the potential impacts to existing CPA customers of adding each city to CPA’s service
Agenda Page 85
Board of Directors Item 7
territory. In accordance with CPA’s process for adding new members to its Joint Powers Agreement (JPA), the CPA Board is being asked to consider the results of this analysis, determine whether to invite La Cañada-Flintridge, Lynwood, and Port Hueneme to become members of CPA, and identify what conditions, if any, should be applied to each city’s membership. If the CPA Board declines to invite a city, their $10,000 contribution will be refunded.
CPA staff estimate that the addition of these three cities to CPA will have a small negative impact to CPA’s net revenue in the near-term as a result of current energy market conditions, but that these impacts will be limited by the relatively small size of the new communities, will decline over time as a result of CPA’s energy procurement hedge strategy, and will be offset by the benefits of bringing community choice to more customers, reducing greenhouse gas emissions, increasing economies of scale, and expanding CPA’s reach and influence.
At its September 21, 2023, meeting, CPA’s Executive Committee expressed support for the recommendation to extend invitations to the three candidate cities.
EXPANSION PRIORITIES, BENEFITS AND RISKS
In 2019 the CPA Board identified the following priorities in considering new member agencies for expansion of CPA’s service territory in Los Angeles and Ventura counties:
1. Fill geographic holes within CPA’s service territory
2. Seek out load centers where there are synergies with CPA’s environmental and/or programmatic goals
3. Increase diversity among CPA membership
In 2022, the CPA Board invited the cities of Hermosa Beach, Monrovia, and Santa Paula to join CPA. Service to these cities will begin in March 2024 per the CPA Implementation Plan Addendum approved by the Board in December 2022 and by the CPUC in March 2023. In 2023, several cities met with CPA staff and Board members to express interest in membership. Of these, La Cañada-Flintridge, Lynwood, and Port Hueneme each
Agenda Page 86
Board of Directors Item 7
elected to pursue membership this year. Each of the three candidate cities meet at least two of the three Board priorities for expansion.
The benefits of expanding CPA membership include:
• Extending local control and choice to more customers and communities • Expanded use of renewable energy and reduction in greenhouse gas emissions • Increasing the benefits of CPA’s economies of scale by serving more load without significantly impacting CPA’s operating costs (i.e. non-energy costs). • Leveraging outreach and communications across contiguous geographies in CPA territory
• Expanded institutional influence
The risks of expansion are described in the table below, along with mitigating factors for the proposed candidate cities.
Risk Mitigants
• Energy price increases result in higher
than expected costs to serve new
communities
• Relatively small size of new
communities limits financial impact
• Under/over forecasting of load for new
communities during enrollment phase
• CPA experience serving similar
communities in same climate zones
and with similar load profiles
• Relatively small size of new
communities limits impact of load
forecasting deviations
• Higher than expected customer opt-outs leading to over-procurement• CPA's hedge strategy • Historical experience with enrollments
and opt outs
FEASIBILITY STUDY APPROACH
New member feasibility studies are conducted to evaluate the financial impact to CPA’s existing customers of serving a new set of customers based on projected rates and costs
Agenda Page 87
Board of Directors Item 7
in the first year of service, which for the purpose of the analysis was assumed to be 2025.
Feasibility studies can also identify unusual customer or load configurations and potential fatal flaws.
In a time of rising energy prices, prospective new members will always have a higher cost of service and negative financial impact in the near-term relative to existing customers.
This is because when the current and forward cost of energy is higher than the average cost of CPA’s existing contracts, CPA expects the average cost of energy for new customers will be higher than for existing customers. For short-term contracts, this impact will decline relatively quickly because most of CPA’s hedges are procured no more than three years forward. For long-term contracts, the potential impact is longer lasting, but the magnitude and direction of that impact is dependent on CPA’s future long-term renewable energy contract costs, which are uncertain.
IMPACT ANALYSIS
The candidate cities would add a total of approximately 33,000 customers to CPA and a total of approximately 508,000 MWh of new load annually.
City Customers % of CPA
Customers
Total Load
(MWh)
% of CPA
Load
Load Rank
among CPA
Member
La Cañada-Flintridge 7,897 0.8% 233,290 2.1% 15
Lynwood 16,875 1.7% 213,153 1.9% 16
Port Hueneme 8,680 0.9% 61,403 0.6% 28
Total 33,067 3.3% 507,845 4.6% -
This would have the following impact on CPA:
a. Peak load and total generation impact
In aggregate, La Cañada-Flintridge, Lynwood, and Port Hueneme would increase total load (kWh) and coincident peak demand (MW) by approximately 4.6%. The
Agenda Page 88
Board of Directors Item 7
analysis identified a large concentration of commercial load in a single customer in both La Cañada-Flintridge and Port Hueneme. If those cities are invited and ultimately decide to join CPA, staff will engage with these two large customers early to determine whether they intend to stay with CPA after service begins so that CPA can more accurately account for them in its forecasting and procurement decisions.
b. Financial impact
Based on current forward energy prices and forecasted 2025 rates, CPA estimates that in the first year of service, adding the three candidate cities would reduce CPA’s expected 2024 net revenue by 0.03% to 0.5% depending on SCE rates and each city’s default rate choice, assuming that customers in the new cities were charged the same effective rate (generation plus PCIA) as current customers.1 The impact to the average current CPA residential customer bill to make up this projected net revenue loss would be about $0.02 - $0.32 per month (less than $4.00 per year). If the cities were to join at the 100% Green default level, there could be the equivalent of an additional cost per customer of approximately $0.03 per month due to the cost of providing low-income customers 100% renewable energy at the Clean Power rate, as is the case across CPA territory per Board direction. These impacts are expected to decline over time as the new load is incorporated into CPA’s energy procurement planning and hedge strategy.
No impact to financing costs is expected. Non-energy procurement implementation costs would be limited and would include the cost of preparing and filing an Implementation Plan Addendum, preparing and mailing customer enrollment notices, and other outreach activities with the new member communities. c. Renewable energy and greenhouse gas impacts
1 Communications about rates with the new prospective cities has occurred based on the assumption that customers in those cities would be offered CPA service at competitive differentials with SCE no worse than those offered to CPA’s existing customers.
Agenda Page 89
Board of Directors Item 7
If La Cañada-Flintridge, Lynwood, and Port Hueneme were to join CPA, CPA would increase renewable and carbon-free energy purchases, the amount of which is dependent on each city’s default rate selection. Based on CPA’s forecast of 2025 emission intensities for its rate products and for SCE’s base product, the resulting reduction in greenhouse gas emissions would range from 57.4 million pounds per year if all three cities were to choose Clean Power as their default tier, to 269.2 million pounds per year if all three cities were to choose 100% Green Power as their default tier. The GHG impact of a city joining with a default of Lean Power in 2025 is marginal.
Overall, the addition of La Cañada-Flintridge, Lynwood, and Port Hueneme to CPA would have a modest negative impact on CPA’s financial position in 2025 and likely a positive environmental impact. It would extend choice and local control to new customers and communities in Los Angeles and Ventura counties, increase CPA’s scale economies in procurement and operations, strengthen CPA’s market position, and expand our institutional influence. As a result, staff recommends that the Board invite the cities of La Cañada-Flintridge, Lynwood, and Port Hueneme to join CPA without any preconditions.
REGULATORY UNCERTAINTY
CPUC Decision 23-06-029 adopted on June 29, 2023, imposes new Resource Adequacy (RA) compliance requirements on Community Choice Aggregators (CCA) seeking to expand their service territories. The CPUC decision requires compliance with Year Ahead and Month Ahead RA requirements in the period leading up to submission of an Implementation Plan Addendum to expand.
CPA is compliant with its September and October 2023 Month Ahead RA filing and expects to be compliant for Month Ahead filings for the rest of 2023. Under these conditions, to serve a new community in 2025, CPA would need to be compliant with its 2024 Year Ahead RA filing due October 31, 2023.
Agenda Page 90
Board of Directors Item 7
CalCCA, the statewide CCA trade association, has appealed the CPUC decision; however, the appeal will likely not be resolved for several months. In the meantime, the CPUC may reject a proposed launch of service to new communities in 2025 by CPA if it determines that the above RA compliance requirements have not been met. In this case, launch of service to new cities could be delayed to 2026 or later. CPA will know the status of its Year Ahead RA compliance by the end of October 2023.
NEXT STEPS
Should the Board decide to extend a formal invitation to the JPA, there are several next steps that must occur:
1. Each candidate city adopts an ordinance to join CPA: La Cañada-Flintridge, Lynwood, and Port Hueneme each must adopt an ordinance to join CPA and execute the JPA to implement a Community Choice Aggregation program within its jurisdiction. The ordinance adoption requires two readings and both votes must take place before CPA submits an Implementation Plan Addendum to the CPA Board for approval. Cities may choose their default rate at the time that they adopt the ordinance or may defer that decision to a later date. If it is determined that CPA cannot launch service to the new communities in 2025, the cities may elect to defer consideration of an ordinance to 2024.
2. CPA admits each candidate city that met step #1 and files an Implementation Plan Addendum with the CPUC: CPA Board holds a public hearing at a CPA Board meeting and considers a Resolution to approve an Implementation Plan Addendum adding La Cañada-Flintridge, Lynwood, and/or Port Hueneme to the JPA. The Implementation Plan Addendum must be approved by the CPA Board and filed with the CPUC by no later than December 31, 2023 for these cities to be eligible to be served by CPA in 2025. The Board would also adopt a resolution to admit the cities into CPA.
Agenda Page 91
Board of Directors Item 7
3. Plan for launch of service: Over the course of 2024 (or later if launch of service is delayed), CPA would secure energy resources to serve new load and work with new member agencies on default rate selection (if applicable), launch timeline, and community outreach and education.
ATTACHMENTS
1. Resolution 23-10-056
2. Proposed Expansion Authorization Presentation
Agenda Page 92
Board of Directors Item 7
RESOLUTION NO. 23-10-056
RESOLUTION OF THE BOARD OF DIRECTORS OF CLEAN
POWER ALLIANCE OF SOUTHERN CALIFORNIA
AUTHORIZING THE OFFER OF MEMBERSHIP TO THE
CITIES OF LA CAÑADA FLINTRIDGE, LYNWOOD, AND
PORT HUENEME TO JOIN CLEAN POWER ALLIANCE OF
SOUTHERN CALIFORNIA (“CPA”) WITH CPA SERVICE TO
CUSTOMERS IN THOSE JURISDICTIONS TO BEGIN IN
2025 OR THE YEAR SPECIFIED BY THE CALIFORNIA
PUBLIC UTILITIES COMMISSION (CPUC) IN ITS
APPROVAL OF CPA’S ADDENDUM TO ITS
IMPLEMENTATION PLAN, IF LATER THAN 2025
THE BOARD OF DIRECTORS OF CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA HEREBY RESOLVES AS FOLLOWS:
WHEREAS, the cities of La Cañada Flintridge, Lynwood, and Port Hueneme (individually, “City”; collectively, “Cities”) requested to be considered for membership in CPA so that customers in those jurisdictions can begin receiving service from CPA in 2025;
WHEREAS, each City contributed $10,000 (“Study Fee”) toward the cost of conducting a feasibility study to assess the potential impacts to existing CPA customers of adding each City to CPA’s service territory;
WHEREAS, in 2019, the CPA Board of Directors (“Board”) identified the following priorities when considering new member agencies for expansion of CPA’s service territory in Los Angeles and Ventura counties: (1) fill geographic holes within CPA’s service territory; (2) seek out load centers where there are synergies with CPA’s environmental and/or programmatic goals; or (3) increase diversity among CPA membership (“New Membership Priorities”);
WHEREAS, each of the Cities meets one or more of the New Membership Priorities;
WHEREAS, benefits to expanding CPA membership to the Cities include (1) extending local control and choice to more customers and communities; (2) expanded use of renewable energy and reduction in greenhouse gas emissions; (3) leveraging outreach and communications across contiguous geographies in CPA territory; and (4) expanding scale economies in CPA’s energy procurement and operations; WHEREAS, the risks and impacts of offering CPA membership to the Cities are small relative to CPA’s size and can be mitigated;
Agenda Page 93
Board of Directors Item 7
NOW, THEREFORE, BE IT DETERMINED, AFFIRMED, AND ORDERED BY
THE BOARD OF DIRECTORS OF THE CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA THAT:
IT IS DETERMINED, AFFIRMED, AND ORDERED that CPA hereby authorizes the offer of CPA membership to each City to join CPA with CPA service to customers to begin in 2025 or in the calendar year specified by the CPUC in its approval of CPA’s Addendum to its Implementation Plan, if later than 2025; and, IT IS FURTHER DETERMINED, AFFIRMED, AND ORDERED that the Study Fee shall constitute each City’s pro rata share of CPA’s organizational and planning expenditures.
ADOPTED AND APPROVED this ____ day of __________ 2023.
____________________________
Julian Gold, Chair
ATTEST:
____________________________
Gabriela Monzon, Secretary
Agenda Page 94
Proposed Expansion
Authorization
October 5, 2023
Agenda Page 95
Agenda and Summary
CPA territory expansion: Background and priorities
Proposed 2023 expansion candidates: La Cañada-Flintridge, Lynwood, Port Hueneme Benefits and impacts
Process and timeline: New cities that join by 2023 would typically begin service in 2025; later if CPUC rules dictate
Recommendation: a) Adopt Resolution 23-10-056 authorizing the offer of membership to the cities of La Cañada-Flintridge, Lynwood, Port Hueneme to join CPA with service to begin in 2025 or in the year the CPUC specifies in its approval of CPA’s Addendum to its Implementation Plan, if later than 2025; and b) direct staff to prepare an Implementation Plan Addendum and any related documents as required by the CPUC and for Board consideration at December 7 Meeting.
Agenda Page 96
Three cities well-aligned with CPA priorities have requested to be considered for JPA membership this year
Board priorities for expansion include:
1. Fill geographic holes within CPA’s service territory
2. Seek out load centers where there are synergies with CPA’s environmental and/or programmatic goals
3. Increase diversity among CPA membership
La Cañada-Flintridge, Lynwood, and Port Hueneme elected to move forward with the application process this year
o Each aligns with at least two of the three expansion priorities 3 City Customers % of CPA Customers Total Load (MWh) % of CPA Load Load Rank among cities
La Cañada-Flintridge 7,897 0.8% 233,290 2.1% 15
Lynwood 16,875 1.7% 213,153 1.9% 16
Port Hueneme 8,680 0.9% 61,403 0.6% 28
Total 33,067 3.3% 507,845 4.6% -
Agenda Page 97
Feasibility Studies
A feasibility study was done for each candidate city with a $10,000 cost contribution by each city; if the city is not invited, the cost contribution will be refunded.
Feasibility studies look at the financial impact to CPA’s existing customers of serving a new set of customers based on projected rates and costs in the first year of service.
In a time of rising energy prices, prospective new members will always have a higher cost of service and negative financial impact in the near-term relative to existing customers.
o When the current and forward cost of energy is higher than CPA’s existing contracts, the average cost of energy procurement for new customers will be higher than for existing customers.
o For short-term contracts, this impact will decline over time because most of CPA’s hedges are procured no more than three years forward.
o For long-term contracts, the potential impact could be positive or negative and is dependent on CPA’s future renewable energy contract costs, which are uncertain. 4 Agenda Page 98
5 Benefits and Impact
The benefits of continuing to fill out CPA’s service territory and expand its reach to new customers and communities are significant
o Along with expanding choice, environmental benefits, and economies of scale in procurement and operations, adding new communities will continues to strengthen CPA’s market position and political impact
Adding these cities would bring the total JPA membership to 38 agencies The near-term impact of the proposed 2023 candidates is small relative to CPA’s total load, customer base, and revenue
o The first-year impact of serving the three candidate cities results in a projected reduction in net position equal to 0.03% to 0.5% of CPA revenue and therefore a small theoretical impact to existing CPA customer bills
Agenda Page 99
Financial impact to the organization and current CPA customers will be relatively small and will depend on SCE rates, CPA competitive differentials, and CPA energy costs New cities would begin service on the assumption that competitive differentials for customers in their jurisdictions would be no worse than targeted differentials for existing customers, similar to the way rates were set for the new cities launching service in 2024 Analysis below assumes a preferred energy option of Clean Power and total bills on Clean Power at parity with SCE for residential and small/medium businesses in the new communities, with 100% Green Power at a 4% premium and Lean Power at 1% discount
6 Projected First-Year Financial Impact
SCE Rates -10% vs Today SCE Rates Flat vs Today SCE Rates +10% vs Today Projected net revenue -$7.1 MM -$0.5 MM $6.1 MM
% of projected CPA revenue -0.5% -0.03% 0.4%
Projected First-Year Net Revenue Impact – Clean Power Preferred Energy Option SCE Rates -10% vs Today SCE Rates Flat vs Today SCE Rates +10% vs Today $/kWh $0.00069 $0.00005 -$0.00059
$/total monthly bill $0.32 $0.02 -$0.27
% of average total bill 0.2% 0.01% -0.1%
Projected Total Bill Impact to Current Customers: Average Residential Total Bill Example Agenda Page 100
Regulatory uncertainty
CPUC Decision 23-06-029 adopted on June 29, 2023, imposes new Resource Adequacy (RA) compliance requirements on CCAs seeking to expand o The Decision requires CCAs to comply with Month Ahead and Year Ahead RA requirements in the period leading up to filing an Implementation Plan Addendum. o CPA is compliant with its September and October 2023 Month Ahead RA filing and expects to be compliant for Month Ahead filings for the rest of 2023. o Under these conditions, to serve new load in 2025, CPA would need to be compliant with its 2024 Year Ahead (YA) RA filing due October 31, 2023.
CalCCA has appealed the CPUC decision; the appeal will likely not be resolved for several months
In the meantime, the CPUC may reject a proposed launch of service in 2025 by CPA if it finds that the RA compliance requirements have not been met o In this case, launch of service to new cities could be delayed to 2026 or later o CPA will have more certainty around its compliance status by the end of October 2023 7 Agenda Page 101
8 Process and Timeline
October 5, 2023: CPA Board votes to invite candidate cities to join CPA. By this date staff may have more clarity on its 2024 YA RA position and the timeline for proposed launch of service
By November 30, 2023: Candidate cities pass ordinance to join CPA’s JPA and proceed with CCA implementation. If launch of service is delayed beyond 2025, cities may defer consideration of an ordinance to 2024. Cities may choose a preferred energy option when they adopted an ordinance or may defer the decision to a later date.
December 7, 2023: CPA Board holds public hearing and considers Resolution to approve Implementation Plan Addendum and to admit cities into CPA.
By December 31, 2023: CPA submits Implementation Plan Addendum to CPUC in order to begin service in 2025.
January – December 2024: CPA secures energy resources to serve new load and works with new member agencies on preferred energy option selection (if applicable), launch timeline, and community outreach and education.
2025 (or later): Service to new customers begins; launch date determination pending resolution of RA situation
Agenda Page 102
Recommendation
(a) Adopt Resolution 23-10-056 Authorizing the Offer of Membership to the Cities of La Cañada-Flintridge, Lynwood, Port Hueneme to Join CPA with Service to Customers in those Communities to Begin in 2025 or in the year the CPUC designates in its approval of CPA’s Addendum to its Implementation Plan; and,
(b) Direct Staff to Prepare an Implementation Plan Addendum and any related Documents as required by the CPUC for Board Consideration at a Public Hearing at Board Meeting on December 7, 2023.
Agenda Page 103
Appendix
Agenda Page 104
Analysis below assumes a preferred energy option of 100% Green Power and total bills on Clean Power at parity with SCE for residential and small/medium businesses in the new communities, with 100% Green Power at a 4% premium and Lean Power at 1% discount
11 Projected First-Year Financial Impact
SCE Rates -10% vs Today SCE Rates Flat vs Today SCE Rates +10% vs Today Projected net revenue -$8.0 MM -$1.3 MM $5.8 MM
% of projected CPA revenue -0.5% -0.03% 0.4%
Projected First-Year Net Revenue Impact – 100% Green Power Preferred Energy Option SCE Rates -10% vs Today SCE Rates Flat vs Today SCE Rates +10% vs Today $/kWh $0.00076 $0.00013 -$0.00055
$/total monthly bill $0.35 $0.06 -$0.26
% of average total bill 0.2% 0.03% -0.1%
Projected Total Bill Impact to Current Customers: Average Residential Total Bill Example Agenda Page 105
Typical Process to join CPA
12 City Council
Considers
Expressing
Interest in
Joining CPA
CPA
Conducts
Feasibility
Study/ Board
Considers
Inviting New
Member
City Council
Considers
Adopting
Ordinance
Joining JPA
CPA Board
Admits Cities
and Files
Imple-mentation
Plan by End
of CY
Onboarding
Process/
Public
Outreach
CPA Service
Goes Live
City Does Not Move Forward
City Does
Not Move
Forward
City Cannot
Join JPA
City Does
Not Join
JPA
No
City Waits
Another
Year to
Launch CPA
Service
No No No
Yes Yes Yes Yes Yes
Jan-Jun Jan-Sept Oct-Nov Nov-Dec CY +1 CY +2
Agenda Page 106
Staff Report – Agenda Item 8
To: Board of Directors
From: Lindsay Saxby, Vice President, Power Supply
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Receive Update on Long-Term Power Contracting
Date: October 5, 2023
Staff will provide a presentation on the item.
ATTACHMENT
1. Presentation on Long-Term Power Contracting
Agenda Page 107
Long Term Power
Contracting Update
October 5, 2023
Agenda Page 108
CPA has long-term power contracting objectives that reduce costs, mitigate risk, contribute to new capacity on the grid and help with CPA's long-term planning and stable rate setting CPA conducts a Request for Offer (RFO) process on an annual basis that assesses portfolio needs, market conditions and incorporates input from Energy Committee, including a comprehensive and dynamic shortlisting process to best fit CPA's portfolio needs
The 2023 Clean Energy and Reliability RFO will help CPA add renewable energy and Resource Adequacy (RA) to its portfolio with long-term contracts, reducing the need to procure these products in unstable short-term markets
Bids were received on July 19, 2023. CPA received 128 conforming bids, more than any previous long-term RFO Most offers were for standalone storage; however, each product category received a robust response. CPA received 21 offers from 16 local projects
On September 18, an RFO Review Team composed of four Energy Committee members and CPA Staff including the CEO, COO, and VP of Power Supply met to produce a shortlist and waitlist recommendation. On September 27, Energy Committee approved the Review Team's recommended shortlist and waitlist.
If negotiations are successful, staff will return to the Board with contracts for consideration over the next several months.
2 Executive Summary
Agenda Page 109
Agenda
Long-Term Power Contracting Objectives
Long-Term Power Contracting Process
2023 Clean Energy and Reliability RFO Offer Overview
Energy Committee Approved Shortlist
Next Steps
3 Agenda Page 110
Long Term Power Contracting Objectives
Competitive and stable pricing to maintain rate stability Renewable energy expansion/GHG reduction
New capacity for grid reliability
Meet reliability and renewable energy compliance mandates Portfolio diversity – Supply with different hourly and seasonal shapes to match customer demand
Energy supplier diversity – Reduce concentration risk
Minimize exposure to volatile short-term energy markets 4 Agenda Page 111
Current Long-Term PPAs – Online and
Contracted
5 -500
0 500
1000
1500
2000
12:00
AM
1:00
AM
2:00
AM
3:00
AM
4:00
AM
5:00
AM
6:00
AM
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AM
8:00
AM
9:00
AM
10:00
AM
11:00
AM
12:00
PM
1:00
PM
2:00
PM
3:00
PM
4:00
PM
5:00
PM
6:00
PM
7:00
PM
8:00
PM
9:00
PM
10:00
PM
11:00
PM
Average Hourly Load versus Average Hourly PPA Generation - 2028 Average of Hydro Gen
Average of Geothermal Gen
Average of Wind Gen
Average of Solar + Storage Gen
Average of Load
Agenda Page 112
Long-Term Contracting RFO Process
6 • Staff presents confidential valuation results to RFO Review Team • Review Team meets and develop a recommended shortlist and waitlist for Energy Committee consideration
• Shortlist projects are invited to enter exclusivity
• Negotiations begin
• Intake final offers
• Perform quality control (QC) on all offers
• Perform quantitative and qualitative valuation
• PPAs brought to full Board for consideration
• Set procurement and resource targets
• Design RFO to solicit desired products
• Recommendation of the selected Shortlist and Waitlist presented to Energy Committee for approval
• Confidential information is removed
• Evaluate portfolio needs and state of the market
• Present to Energy Committee and solicit feedback, revise RFO accordingly
• Announce RFO to market
Agenda Page 113
2023 RFO Overview
The 2023 Clean Energy and Reliability RFO solicited competitive proposals to meet CPA’s various energy portfolio needs, while also making progress toward existing and potential California Public Utilities Commission (CPUC) Procurement Orders and Resource Adequacy (RA) requirements CPA is targeting procurement of 1,300,000 MWh of energy and 400 MW of RA with this RFO Subject to market conditions, this amount is approximately one-quarter of what CPA anticipates needing to procure through long-term contracts each year for the next four years to adequately reduce short-term market risk
Relative to CPA’s prior RFOs, CPA expanded procurement options to attract more offers in the RFO, including:
o Resource Adequacy-only: CPA considered RA-only offers o Tolls for RA with Natural Gas: CPA allowed offers for natural gas energy bundled with RA to access RA from existing facilities, with a preference for facilities that would transition to cleaner operations such as adding batteries or using green hydrogen o Fast Track Offers: CPA may enter contingent negotiations prior to notifying Proposers of their shortlist status. Such fast-track exceptions are limited to Proposers with exigent circumstances, including earlier CODs or other time-sensitive milestones and are ultimately dependent on being included in the Energy Committee approved shortlist 7 Agenda Page 114
Offer Overview
8 Agenda Page 115
RFO Offer Overview
Summary Stats
Number of offers submitted 137
Number of conforming offers 128
Number of sellers submitting offers 55
Counties spanned by submissions 29
States represented by offers AZ, CA, ID, NM, NV, WY
Number of new offers 113
Number of existing offers 15
Local Offers 21
Local Projects 16
Bundled Offers 3 bundles of 2 projects each
Fast Track Requests 14
Earliest online date 8/1/2023
Latest online date 6/1/2028
Local Projects by Product Type
Standalone Storage 8
RA-only 4
RPS + Storage 2
RPS only 1
Tolls (Dispatchable Gas) 1
Agenda Page 116
Offers by Product and Technology Type
(Conforming Offers Only)
102
1 1 1
Count of Offers by Storage Type
Lithium ion batteries
Compressed air energy storage
NAS Battery (Sodium Sulfur)
Zinc Bromide
69.2%
7.7%
5.8%
1.9% 15.4%
Percentage of Offers by Generation Type
Solar PV
Wind - Onshore
Thermal w/ Blended Fuels
Thermal Only
Thermal w/ Storage
1% 2%
6%
11%
18%
24%
38%
Percentage of Offers by Product Type
Thermal Only
Thermal w/ Blended Fuels
Thermal w/ Storage
Renewable Generation Only
Renewable Generation + Storage
RA-Only
Standalone Storage
Agenda Page 117
Offer Location
26 17
12 10
8 6
2 4 4
3 3 3
2 2 2 2 2
3 2
1 2 2 2 2
1 1 1 1 1 1
Riverside
Los Angeles
San Bernardino
Fresno
San Diego
Kern
Kings
San Joaquin
Ventura
Imperial
Merced
Solano
Lincoln, NM
Alameda
Clark, NV
Inyo
LA PAZ, AZ
Madera
Monterey
NYE, NV
Orange
PlacerTulare
Yuma, AZ
Colusa
Contra Costa
Santa Barbara
Stanislaus
Sweetwater, WY
Twin Falls, ID
Offers by County
Agenda Page 118
Offers by Commercial Online Date
6 3
2 2
8 31
1 7
11 18
2 4
11 22
2025 Q1 2025 Q2 2025 Q3 2025 Q4 2026 Q1 2026 Q2 2026 Q3 2026 Q4 2027 Q1 2027 Q2 2027 Q3 2027 Q4 2028 Q1 2028 Q2 Agenda Page 119
Solar and Storage Pricing Trends Storage Price ($/kWm)
Solar Price ($/MWh)
2023 RFO
2022 MTR RFO
2021 MTR RFO
Solar + Storage Projects Storage Only Projects
Agenda Page 120
Valuation Range
RA Normalized NPV ($/Average MW RA)
Q1 Q2 Q3 Q4
Agenda Page 121
Valuation Range by Technology
Standalone Storage Renewable Generation
Only
Renewable Generation
+ Storage
RA-Only Existing Dispatchable
Gas w/ Blended Fuel
(with RA)
Existing Dispatchable
Gas + Storage (with RA)
Existing Dispatchable
Gas (with RA)
RA Normalized NPV ($/Average MW RA)
Agenda Page 122
Shortlisting
Approach
16 Agenda Page 123
General Approach to Shortlisting Size
Historically at least half of shortlisted projects in CPA’s RFOs have not resulted in executed contracts. This is typical in the industry and has become more acute in the recent years Therefore, to reach the 1,300,000 MWh of energy/400 MW of RA procurement targets, the Review Team determined that the shortlist should have approximately 2.5x of the targeted amount of renewable energy and a minimum of 3x of the targeted amount of RA.
This resulted in the following shortlist targets:
~3,250,000 MWh of renewable energy
~1200 MW of RA
The Energy Committee also approved a substantial waitlist that can be used to substitute for projects on the shortlist that do not enter exclusive negotiations or are unable to successfully complete negotiations.
17 Agenda Page 124
Shortlist and Waitlist Summary
Shortlist
Project
Count
Average
NQC Average MWh
RA-Only 1 212 0
Renewable Generation + Storage 4 364 1,970,000
Renewable Generation Only 1 152 1,580,000
Standalone Storage 4 710 0
Total 10 1,438 MW 3,550,000 MWh
Waitlist
Project
Count
Average
NQC Average MWh
Renewable Generation +
Storage 5 520 2,030,000
Renewable Generation Only 1 17 150,000
Standalone Storage 11 1,716 0
Total 17 2,254 MW 2,180,000 MWh
• All shortlist and waitlist projects are in either the first or second NPV quartile
• The shortlist contains three solar + storage projects, an in-state wind plus storage project, an out-of-state wind project (fast track), and an RA-only offer from a thermal project
• All four standalone storage projects on the
recommended shortlist are in LA or Ventura
Counties, including three in CPA’s service territory,
one of which has been fast-tracked
• Capacity from one particularly large standalone
storage project located in Ventura County is split
between the shortlist and the waitlist
• No thermal tolls were included in the shortlist;
however, the Energy Committee authorized further
bilateral conversations with one bidder for a
potential green hydrogen blend
Agenda Page 125
2023 Clean Energy and Reliability RFO Shortlist
19 Project
NPV
Qtr Online Project Type
MW Gen
Range
MW Storage
Range
Environmental
Stewardship
Benefits to
DACs
Workforce
Development
Project
Location
Development
Score County
A* 1 Q2 2026 Renewable Generation
Only 400-500 N/A Medium Neutral High Medium High Lincoln, NM
B 1 Q2 2028 Renewable Generation
+ Storage 100-250 50-100 Neutral Neutral Medium Medium Low Merced C 1 Q2 2028 Renewable Generation
+ Storage 50-100 50-100 Neutral High Medium Medium Low Tulare D 1 Q1 2028 Renewable Generation
+ Storage 250-400 100-250 Neutral High Medium Medium Medium Inyo E 1 Q2 2027 Standalone Storage N/A 100-250 Neutral Neutral High High Medium Ventura F* 1 Q2 2026 Standalone Storage N/A 50-100 High Medium High High High Los Angeles
G 2 Q1 2027 RA-Only N/A N/A Neutral Neutral High Medium High Riverside H 2 Q2 2025 Renewable Generation
+ Storage 100-250 50-100 Neutral High High Medium High Merced I 2 Q2 2026 Standalone Storage N/A 100-250 Medium High High High High Los Angeles
J 2 Q3 2025 Standalone Storage N/A 100-250 High High High High High Los Angeles
*Indicates a fast-tracked project
Agenda Page 126
20 Project
NPV
Qtr Online Project Type
MW
Gen
Range
MW
Storage
Range
Environmental
Stewardship
Benefits to
DACs
Workforce
Development Project Location
Development
Score County
A 1 Q2 2028 Renewable Generation Only 50-100 N/A Neutral Neutral High Low High Lincoln, ID B 1 Q4 2027 Standalone Storage N/A 100-250 Neutral Medium Medium Medium Low Riverside C 1
Q2 2027 Standalone Storage N/A 250-400 Neutral Neutral High High Medium Ventura D 1 Q4 2027 Renewable Generation + Storage 50-100 50-100 Neutral High High Medium Medium Fresno E 1
Q4 2027 Renewable Generation + Storage 100-250 100-250 Medium High High Medium High Kern F 1
Q2 2027 Standalone Storage N/A 100-250 Neutral Medium High Medium High Riverside G 1 Q2 2028 Standalone Storage N/A 50-100 Medium High High Medium Medium Madera H 2 Q2 2026 Standalone Storage N/A 100-250 Medium Neutral High Medium Medium Riverside I 2 Q1 2028 Renewable Generation + Storage 250-400 250-400 Neutral High Medium Medium Medium Inyo J 2 Q2 2027 Renewable Generation + Storage 50-100 50-100 High High High Medium Medium Fresno K 2 Q2 2026 Standalone Storage N/A 50-100 Neutral Neutral High Medium Medium San Diego L 2 Q4 2025 Standalone Storage N/A 100-250 Neutral Medium High High High Los Angeles M 2 Q2 2028 Standalone Storage N/A 250-400 High Neutral High Medium Medium San Bernardino N 2 Q2 2027 Standalone Storage N/A 100-250 High Medium High High Medium San Bernardino O 2 Q4 2026 Renewable Generation + Storage 100-250 0-50 Neutral High High Medium High Merced P 2 Q1 2026 Standalone Storage N/A 0-50 High Neutral Medium High High Fresno Q 2 Q2 2026 Standalone Storage N/A 50-100 Neutral Neutral Medium Medium Medium San Joaquin 2023 Clean Energy and Reliability RFO Waitlist
Agenda Page 127
Next Steps
21 Agenda Page 128
Next Steps
22 Item Date
Power Purchase Agreement (PPA) and Energy Storage
Agreement (ESA) brought to the Board for approval
October 2023 – February 2024
Agenda Page 129
Appendix –
Qualitative Evaluation
Criteria
23 Agenda Page 130
Evaluation Criteria
With the exception of thermal tolls, projects are ranked using CPA’s traditional criteria:
Environmental
Stewardship
Workforce
Development
Quantitative
Evaluation
(Value)
Development
Risk
Project
Location
Benefits to
DACs
24 Agenda Page 131
Development Risk
Projects are ranked from high (good) to low (bad)
The development risk metric is a composite rank based on a number of factors impacting project risk:
o Site control
o Interconnection status
o Environmental screens
o Land use and permits
o Project financing
o Developer experience
Agenda Page 132
Environmental Stewardship
Projects are ranked high, medium, neutral, and low based on the following prioritization:
Demonstrates multiple benefits (provides additional societal, health, economic, water saving, or environmental benefits beyond the climate and GHG reduction benefits of renewable energy)
HIGH
Located in an area designated as a preferred renewable energy zone and received required land use entitlement permits
MEDIUM
LOW Project is located in a high conflict area
NEUTRAL Project does not demonstrate either preference or avoidance criteria Agenda Page 133
Workforce Development
Projects are ranked high, medium, and low based on the following prioritization:
The project will use targeted-hire, union labor, or multi-trade project labor agreements (including requirements for state-apprenticeship graduates) HIGH The project does not have a labor agreement, but can demonstrate prevailing wage, union labor, and targeted hire commitments MEDIUM The project does not demonstrate prevailing wage, union labor, and targeted hire commitments
LOW
Agenda Page 134
Project Location
HIGH In Los Angeles and Ventura counties
MEDIUM
LOW
Projects are ranked high, medium, and low based on the following prioritization:
Other counties within California
Projects outside of California but within a Federally-designated energy community or on tribal lands with demonstrated community support Projects outside of California not located in a Federally-designated energy community or on tribal lands without demonstrated community support Agenda Page 135
Benefits to Disadvantaged Communities
Projects are ranked high, medium, neutral, and low based on the following prioritization:
Located within a DAC and demonstrates DAC workforce and community development benefits HIGH
Project not located within a DAC but can demonstrate DAC benefits and has completed community outreach MEDIUM
LOW Project is inconsistent with community priorities
NEUTRAL Project does not demonstrate DAC benefits
Agenda Page 136
Thermal Toll Evaluation Criteria
CPA solicited offers ranging from traditional natural gas tolling agreements to hybrid facilities that incorporate battery energy storage or a conversion to a green hydrogen fuel source
Offers that extend the scheduled retirement date of an existing natural gas facility without providing a transition to a cleaner alternative were ineligible for participation in the RFO
CPA will used different criteria when evaluating natural gas offers:
Workforce
Development
Quantitative
Evaluation
(Value)
Transition to
Cleaner
Operations
Benefits to
DACs
30 GHG
Emissions
Agenda Page 137
Transition to Cleaner Operations
31 CPA will rank toll projects according to the following criteria:
HIGH
MEDIUM
LOW
Offers that include a plan to transition to cleaner operations and/or reduce emissions within the contract term, examples include:
Tolls paired with energy storage
Tolls that can run fully or partially on renewable fuels and/or green hydrogen If this option is pursued, CPA will be requesting detailed information on fuel production and impacts on GHG emissions and local air quality
Offers that include a plan to transition cleaner operations and/or reduce emissions afterthe contract term, examples include:
Tolls that will either shutdown the facility at the end of the contract term or give CPA the right to direct the Seller to decommission the facility
Tolls that will convert the facility to a cleaner fuel source after the end of the contract term and will give CPA a right of first offer on the new facility
Tolls that do not meet the above criteria
Agenda Page 138
GHG Emissions
32 CPA will forecast the expected generation and associated GHG emissions at a natural gas facility
CPA may receive offers from facilities that are very efficient and are expected to run frequently and offers from facilities that are less efficient and expected to run infrequently
CPA will use forecasted data to analyze a facility’s total GHG output and the facility’s efficiency and determine the effects such facility will have on CPA's Product Content Label and GHG emissions profile
This will be a quantitative measure, not ranked High, Medium, Low Agenda Page 139
Disadvantaged Community Impacts
Natural Gas resources will have differing impacts on DACs than renewable resources. Impacts to DACs will be assessed in conjunction with scoring in the three qualitative evaluation criteria; 1) impacts of the agreement on a transition to cleaner operations, 2) workforce development, and 3) GHG emissions Demonstrates DAC benefits, including transition to cleaner operations or retirement at the end of the contract term
HIGH
Project does not demonstrate additional DAC benefits, or is not located in a DAC
NEUTRAL
LOW Project is harmful or inconsistent with community priorities Agenda Page 140
Workforce Development
• CPA will use its traditional workforce development criteria with a slight modification to address existing facilities
The project is a union site or will use targeted-hire, union labor, or multi-trade project labor agreements (including requirements for state-apprenticeship graduates) HIGH
The project is not a union site or does not have a labor agreement, but can demonstrate prevailing wage, union labor, and targeted hire commitments MEDIUM
The project does not demonstrate prevailing wage, union labor, and targeted hire commitments
LOW
Agenda Page 141
Management Report
To: Board of Directors
From: Ted Bardacke, Chief Executive Officer
Subject: Management Report
Date: October 5, 2023
CPA Credit Rating
As shared with the Board last week, on September 27, S&P Global Ratings assigned CPA an “A-“ credit rating with a Stable Outlook. This rating is considered Middle Investment Grade, four notches above the lowest Investment Grade Rating (BBB-) and seven notches below the highest Investment Grade Rating (AAA).
This rating is a significant milestone for CPA and is already having a positive impact on our relationships with energy suppliers. Among the credit positives for CPA cited by S&P are:
• Stable fixed costs and rising liquidity position
• Strong governance, including robust financial and operational forecasting and proactive risk management
• Low exposure to environmental and non-compliance risks due to CPA’s high levels of renewable and carbon-free energy supply
• A diverse portfolio of energy suppliers and projects
• Cost-of-Service based ratemaking combined with a historically stable customer base
• No outstanding debt
Consistent with the “A-“ rating and S&P’s duty to denote risks, S&P’s ratings report cited specific conditions that would cause the agency to revisit its rating, either up or down.
Chief Financial Officer David McNeil will provide a full briefing to the Board on the credit rating in November, in conjunction with a presentation of CPA’s annual audited financial statements.
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Board of Directors Management Report
Preferred Energy Option (Default) Change Update
The first month of official notifications of changes to the preferred energy option in Alhambra, Paramount, and Unincorporated Los Angeles County1 -- which go into effect on a customer’s meter read date in October – has produced noticeable but limited changes to customer behavior. Through September 25, 0.09% of customers subject to the default change have opted out of CPA service while 0.11% have changed their rate to Lean Power. At this early stage, no appreciable difference in customer behavior has yet been seen across the three different jurisdictions.
In support of the changes, CPA staff has/will engage in the following activities:
• Sent postcards to all impacted customers alerting them to the change. The first postcard was sent in early September and the second postcard will be sent in mid to late October. Both postcards give information about the environmental benefits of the energy option change, what to expect with rates, and clear instructions on how to select another energy option if desired;
• Mailed and emailed over 500 large business customers in unincorporated Los Angeles in June and July to alert them to the upcoming change and give instructions on how to select another energy option if desired; • Created and distributed a toolkit of customized social media assets for use on LinkedIn, Facebook, X(Twitter) and Instagram with copy in English, Spanish, and Chinese to staff in Alhambra, Paramount, and unincorporated Los Angeles County, to enable each city to share the news of the preferred energy option rate change on their websites and social media channels;
• Met with staff from each community at least twice to educate them about the upcoming change, answer questions, and provide the communication toolkit; • Participated in seven community events in the impacted communities to educate customers about the upcoming preferred energy option change; • Participated in nine chamber of commerce meetings to share news of the upcoming preferred energy option change;
1 Non-residential customers only.
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Board of Directors Management Report
• Created a dedicated CPA webpage in English, Spanish, and Chinese with information specific to communities changing their energy options, including fact sheets with FAQs and clear directions on how to select another energy option if desired;
• Shared information about the preferred energy option change on CPA’s own social media channels including Instagram, X(Twitter) and Facebook 35 times across platforms since early September and will continue messaging through October • CPA will include news of the preferred energy change as a story in CPA’s October newsletter
Monthly Financial Performance
CPA earned $13.0 million in the month of July, $10.2 million below budgeted earnings of $23.2 million. July results were impacted by cooler than normal temperatures in the month, which lowers demand for electricity and therefore revenue. Higher than expected prices for energy imports, which form the basis of some of CPA’s Resource Adequacy contracts, also negatively impacted July’s results. With the Western Regional Climate Center reporting that the summer of 2023 was the coolest in California since 2011, it is likely that this trend of positive but under-budget operating gains will continue in August and September. The monthly financial dashboard is provided as Attachment 1 to this report.
Customer Participation Rate and Opt Actions
As of September 25, 2023, CPA’s overall participation rate was 93%, unchanged from the previous month. CPA had 1,006,407 active customers, up 970 customers since August. Opt-out levels for the month – 653 accounts through the third week of September – are up slightly from August and lower than historical norms of 875 opt-outs per month during the third quarter of the year. New accounts (“move-ins”) were higher than closed accounts (“move-outs”) by 873 customers in September, typical for the month of September. Participation rates and active accounts by jurisdiction are provided in Attachment 2 of this report.
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Board of Directors Management Report
Customer Service Center Performance
Incoming calls to CPA’s Customer Service Center during September were up slightly compared to the previous month and on par with typical months in the third quarter of the year. Through September 25, CPA received 3,124 calls compared to 3,119 calls in August; call center statistics indicate the increase has largely been due to the Joint Rate Comparison Mailer and the preferred energy option rate change for the Alhambra, Paramount, and non-residential customers in Unincorporated Los Angeles County. 87% of calls were answered within 45 seconds, up from 85% in the previous month, and the average wait time was 22 seconds, down from 24 seconds in the previous month.
Contracts Executed Under the Chief Executive Officer’s Authority A list of non-energy contracts executed under the CEO’s signing authority is provided in Attachment 3. The list includes all open contracts as well as all contracts, open or completed, executed in the past 12 months.
ATTACHMENTS
1. Monthly Financial Dashboard – July 2023
2. Participation Rates by Jurisdiction
3. Non-Energy Contracts Executed under CEO’s Authority
Agenda Page 145
CUSTOMERS
Summary of Financial Results
Definitions:
Accounts: Active Accounts represents customer accounts of active customers served by CPA per Calpine Invoice.
Participation Rate %: Participation Rate represents active accounts divided by eligible CPA accounts YTD Sales Volume: Year-to-date sales volume represents the amount of energy (in gigawatt hours) sold to retail customers Revenues: Retail energy sales less allowance for doubtful accounts Cost of energy: Cost of energy includes direct costs incurred to serve CPA’s load Operating expenses: Operating expenditures include general, administrative, consulting, payroll, and other costs required to fund operations Net operating income represents the difference between revenues and expenditures before interest income and expense, and capital expenditures
Cash and Cash Equivalents: Includes bank accounts and marketable securities with maturities of less than 90 days.
Year to date (YTD): Represents the fiscal period beginning July 1, 2023 YTD
July
2023
Financial Dashboard
Note: Numbers may not sum up due to rounding.
Active Accounts
1,005,675
Participation Rate
93.3%
YTD Sales Volume
1,057 GWh
July Volume
1,057 GWh
Agr/Oth
2% Com-Lg
23%
Com-Sm
29%
Res
46%
In July 2023 CPA recorded an operating gain of $13 million, $10.2 million less than the budgeted operating gain of $23.2 million provided in the FY 2023/24 budget.
July 2023 revenues were $160.3 million or 5% lower than budget as a result of milder than normal temperatures and therefore lower than budgeted electricity consumption.
The cost of energy was $144 million or 3% more than the FY2023/24 budget. July cost of energy was higher than the budget primarily due to higher than budgeted costs to import Resource Adequacy into California and higher than budgeted grid operation charges levied by the California Independent Systems Operator (CAISO). Operating costs were 26% below budget for the month mainly due to lower than budgeted spending on general and administrative expenses, customer programs and other services, and the non-utilization of contingencies.
As of July 31, 2023, CPA had $141.3 million in unrestricted cash and cash equivalents and $159.853 million available in its bank line of credit.
CPA is financially sound and in compliance with its bank and other credit covenants.
Agenda Page 146
Preferred Energy Option Participation %
100% Green 93.2%
Clean 94.4%
Lean 92.7%
Total 93.3%
OVERALL CUSTOMER STATUS REPORT
September 25, 2023
PARTICIPATION BY CITY AND COUNTY
Preferred Energy Option Active Accounts Participation % Lean % Clean % 100% Green % Agoura Hills 100% Green 8,086 90.1% 2.6% 0.4% 97.0%
Alhambra Clean 34,038 95.4% 1.7% 98.1% 0.2%
Arcadia Lean 22,592 95.4% 99.8% 0.1% 0.1%
Beverly Hills 100% Green 18,637 97.5% 1.9% 0.1% 98.0%
Calabasas 100% Green 9,716 93.7% 2.4% 0.3% 97.3%
Camarillo 100% Green 28,328 89.7% 1.4% 0.1% 98.5%
Carson Clean 29,464 96.3% 1.4% 98.4% 0.2%
Claremont 100% Green 12,675 91.5% 3.0% 0.2% 96.7%
Culver City 100% Green 19,175 95.0% 4.1% 1.1% 94.8%
Downey Clean 36,737 95.0% 1.6% 98.3% 0.1%
Hawaiian Gardens Clean 3,630 95.3% 1.2% 98.6% 0.3%
Hawthorne 100% Green 28,433 97.1% 0.5% 1.4% 98.1%
Los Angeles County 100% Green 299,184 94.8% 2.1% 38.5% 59.5% Malibu 100% Green 7,009 95.2% 3.0% 0.4% 96.6%
Manhattan Beach 100% Green 15,446 95.8% 2.9% 0.2% 96.9% Moorpark Clean 11,399 85.7% 3.1% 96.3% 0.6%
Ojai 100% Green 3,512 89.4% 6.2% 1.2% 92.7%
Oxnard 100% Green 55,422 92.8% 4.0% 0.9% 95.1%
Paramount Lean 15,775 96.7% 96.5% 2.7% 0.9%
Redondo Beach 100% Green 33,261 96.2% 2.1% 0.1% 97.8%
Rolling Hills Estates 100% Green 3,487 91.2% 7.2% 1.6% 91.2% Santa Monica 100% Green 54,776 95.4% 3.4% 0.8% 95.8%
Sierra Madre 100% Green 4,950 91.9% 5.7% 1.6% 92.7%
Simi Valley Lean 43,290 89.5% 99.6% 0.1% 0.2%
South Pasadena 100% Green 11,626 95.0% 3.9% 0.7% 95.4%
Temple City Lean 12,575 95.7% 99.8% 0.1% 0.2%
Thousand Oaks 100% Green 44,413 83.6% 8.0% 1.5% 90.5%
Ventura 100% Green 43,877 89.1% 4.8% 1.6% 93.6%
Ventura County 100% Green 33,348 86.9% 6.6% 1.5% 92.0%
West Hollywood 100% Green 26,532 97.1% 2.5% 0.4% 97.1%
Westlake Village Lean 3,729 88.2% 99.5% 0.1% 0.5%
Whittier Clean 31,285 94.1% 1.9% 97.9% 0.2%
Total 1,006,407 93.3%
Energy Option Active Accounts Participation %
100% Green 619,693 61.6%
Clean 263,197 26.2%
Lean 123,517 12.3%
Total 1,006,407 100.0%
OVERALL PARTICIPATION BY ENERGY OPTION
Agenda Page 147
Vendor Purpose Month NTE Amount Status Notes
Grand Tower LLC Storage space lease September 2023 $6,000 Active Windstream Services, LLC Office Telephone Service September 2023 $12,924 Active Sigma Computing Analytics platform September 2023 $35,612 Active AiQueous, LLC Salesforce implementation August 2023 $7,375 Active Salesforce Stakeholder Relationship Management
application subscription August 2023 $15,300 Active Renewal Bloom Ads Media Buying July 2023 $50,000 Active
Nextgrid Strategies Staff Augmentation for 2023 Clean Energy RFO Evaluation and Contract Negotiations July 2023 $100,000 Active Advance Dev. LLC Website Maintenance Services July 2023 $75,000 Active Workable Job applicant tracking system July 2023 $13,308 Active Lexis Nexis Legal Research Online Platform July 2023 $2,492 Active Hall Energy Law PC Energy Procurement Counsel July 2023 $125,000 Active Renewal Burke, Williams, Sorenson, LLP
Legal Services Agreement (Brown Act,
public entity governance issues and other
legal services)
July 2023 $100,000 Active Renewal
Elite Edge Financial reporting services July 2023 $93,600 Active Salesforce
Additional licenses for Stakeholder
Relationship Management application
subscription
July 2023 $714 Active
MBI Green Leader PR Campaign July 2023 $24,853 Active
Snowflake Inc.
Cloud-Native Elastic Data Warehouse
Service June 2023 $25,000 Active
Adobe Inc. AdobeSign Secure Electronic Signature
Service June 2023 $3,200 Active
Baker Tilly Financial audit services June 2023 $50,000 Active Renewal IHS Market Subscription for CAISO forecasts June 2023 $17,000 Active Renewal Fraser Marketing contract (final renewal) June 2023 ($83,297) Active 14% decrease to Board approved NTE upon renewal
Swanson Martin Bell Legal Services Agreement (general liability) May 2023 $75,000 Active LinkedIn Subscription for recruiting platform April 2023 $20,250 Active Lattice
Renewal for Performance management
software April 2023 $9,000 Active
AN Catering Fifth anniversary lunch venue April 2023 $17,444 Completed Polsinelli, LLP
Legal Service Agreement (Employment,
Compliance, General Legal Support related
to Commercial Liability, Risk, and
Mitigation issues)
April 2023 $75,000 Active Renewal
Chapman & Cutler, LLP Legal Services (CPA's Credit Agreement) April 2023 $55,000 Active Renewal Clean Power Alliance
Non-energy contracts executed under Chief Executive Officer authority Rolling 12 months -- Open contracts shown in Bold
Agenda Page 148
Vendor Purpose Month NTE Amount Status Notes
Clean Power Alliance
Non-energy contracts executed under Chief Executive Officer authority Rolling 12 months -- Open contracts shown in Bold
Salesforce
Additional licenses for Stakeholder
Relationship Management application
subscription
April 2023 $723 Active
Accuweather Weather forecasting March 2023 $10,176 Active goodpr. Event planning services March 2023 $16,000 Active Shute, Mihaly & Weinberger, LLP
Legal Service Agreement (Regulatory,
Administrative, Environmental, Energy
Procurement, Public Contracting, Public
Entity Governance Laws, Issues and/or
Proceedings)
March 2023 $65,000 Active Renewal
Davis Wright Tremaine Legal services (regulatory) March 2023 $125,000 Active Renewal Ntooitive Website development March 2023 $20,000 Active Municipal Capital Markets GIC brokerage services February 2023 $38,900 Active Amendment for GIC brokerage services - paid out of Energy Prepay Bond proceeds
Clear Language Company Minute transciption for board meetings January 2023 $20,000 Active Renewal Mercer Retention incentive program development January 2023 $50,000 Active SBCCOG Satellite Board meeting venue January 2023 $50/hr Active Wrike Project management software January 2023 $5,814 Active Ironclad Contract lifecycle management platform January 2023 $16,000 Active PrimeGov Board and committee meeting agenda
management software December 2022 $16,000 Active Renewal DERNetSoft, Inc. Business customer engagement reporting tool December 2022 $53,000 Active
Ion Objects, Inc. IT consulting December 2022 $4,000 Completed Amendment for updated project scope AiQueous, LLC Salesforce implementation December 2022 $7,395 Completed Amendment to update scope for project completion
ZGlobal Engineering services December 2022 $50,000 Active Pinnacle Advocacy Lobbying services December 2022 $66,652 Active Omni Government Relations Lobbying services December 2022 $82,492 Active Museum of Ventura County Event space rental for City Manager Lunch December 2022 $825 Completed S&P Credit assessment December 2022 $37,500 Active
Meltwater Media analytics and monitoring services November 2022 $13,750 Active Cision Media/PR wire distribution services November 2022 $2,240 Active Language Line Translation services October 2022 $50,000 Active Langan GIS services October 2022 $78,500 Active Second renewal term OpenPath New Office Keycard Access Control
System January 2021 $1,500 Active
Crown Castle Fiber LLC New Office Dedicated Internet Access Service September 2020 $ 18,600 Active
Agenda Page 149