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Minutes

WestLight Energy Executive Committee
April 8, 2024

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Minutes
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April 8, 2024
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WestLight Energy Executive Committee
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Regular Meeting of the Executive Committee of the
Peninsula Clean Energy Authority (PCEA)
Minutes
Monday, April 8, 2024
10:00 a.m.

Zoom Video Conference and Teleconference

CALL TO ORDER
Meeting was called to order at 10:07 a.m. in virtual teleconference and in the Peninsula Clean Energy Authority lobby.

ROLL CALL
Participating:

Rick DeGolia, Atherton, Chair
Coleen Mackin, Brisbane
Donna Colson, Burlingame, Vice Chair
Carlos Romero, East Palo Alto
Anders Fung, Millbrae
Marty Medina, San Bruno
Jeff Aalfs, Portola Valley

Absent:

Dave Pine, San Mateo County
A quorum was established.

PUBLIC COMMENT
None

ACTION TO SET AGENDA AND TO APPROVE CONSENT AGENDA ITEMS MOTION: Director Romero moved, seconded by Director Fung to set the Agenda.

MOTION PASSED/FAILED: 9-0 (Absent: XX)

JURISDICTION BOARD MEMBER YES NO ABSTAIN ABSENT
San Mateo County Director Pine x
Atherton Director DeGolia X
Brisbane Director Mackin X
Burlingame Director Colson X
East Palo Alto Director Romero X
Millbrae Director Fung X
San Bruno Director Medina X
Portola Valley Director Aalfs X
Totals 7 1

REGULAR AGENDA

1. Chair Report
None

2. CEO Report
None

3. Recommend to the Board of Directors Continued Pursuit and Evaluation of a Possible Prepay Bond Transaction, Including Approval to Join the California Community Choice Finance Authority at the Appropriate Time, and the Nearer Term Engagement of Financial Advisor, Prepay Counsel, and Tax and Bond Counsel (Action)
Shawn Marshall, Chief Executive Officer, introduced the item. Nick Bijur, Chief Financial Officer, gave a presentation including background,
Director Romero asked for clarification on on non-recourse. Nick explained sldkfjslkdfj.

Donna added that there is a veil sdfsdlkfjsdlfkslkdfj
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Shawn asked…
Nick explained, we will ask for approval to move the ball forward. We are not committing to do a deal – 6-9 month process. We want to be ready to go and start the process.

Director Mackin asked assume the inclusion of 3… PPAs. Nick explained there is a minimum… 5-6 million dollars.

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Shawn added used to the transaction and used to the agreements.

Director Medina
Shawn fewer cats to herd.

Chair Colson
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Nick – staff time opportunity cost, join CCCFA which is a sunk cost, not a contingency basis
Chair Colson – spread.

Nick explained the biggest delta is between 5-8 years.

Chair Colson asked for more explanation on this area in the staff report as well as the mechanics behind the 7 year term.

Chair Colson asked how the $3.5 million is reflected on financial statements. Nick explained that it will be recorded as a reduction of cost, and that may not be clear on the financial statements.
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Director Mackin
Chair Colson added that since no money is coming in, it is difficult to put this in a cost savings?
Director Fung asked how the payment schedule to the supplier will be altered. Nick explained there is no risk, but sldkfjsldkjfsdkf pay CCCFA, Are we paying them as they purchase the power? Nick explained we are not paying the provider anymore, the bond is.

Anders Fung, are we not prepaying them? Nick explained that the name is not clear, because there is not a pre-payment, the payment schedule remains the same.

Chair Colson asked how the funds are trusteed along the way. Nick explained there is a bank, but that we haven’t gotten that far in the process. Chair Colson noted this could be one of the risks, if along the way something broke down.

Director DeGolia asked lskdjfslkdjflskdjf
Nick explained there there is no cost to Peninsula Clean Energy. Shawn asked why the $50,000 membership on our expenses?
Director Romero added that this is off-book, as a tax credit, that doesn’t show in the budget. Lkdsjflskdjf
Director Romero asked if anyone had gone into the 7
th year and unwound a deal. Nick
confirmed. Director Romero asked if there are any anticipated complexities? Nick explained that there will be effort in 7 years, but if Peninsula Clean Energy doesn’t remarket slkdfjslkdjflskdjflskdjf
Shawn added, that without remarketing, we unwind and go back to what we are doing today.

Director Romero asked if there are any problems to have PFM as a financial advisor when PFM is handling our investments and
Chair Colson shared that because it is a discretionary relationship… our bonds should be on the no buy list?
Jenifer Stalzer, Assistant General Counsel, added that the potential conflict issue is not an issue sldkjfsldkjf and will circle back on answers.

Chair Colson added that a savings of $3.5 million might seem like tedious work in comparison for a small amount, but as we shrink down the revenue with the cost of service modellskdjflskdjfslkdfjs.

Director DeGolia added that $3.5 on revenue, which will not change that much.

Chair Colson
Shawn added
Director Romero
Public Comment: None
Vice Chair Medina
MOTION: Director DeGolia moved, seconded by Director Fung to recommend to the Board of Directors continued pursuit and evaluation of a possible Prepay bond transaction potentially in late 2024, including approval to join the California Community Choice Finance Authority (CCCFA) at the appropriate time as conduit for the bond issuance, and the nearer term engagement of the following advisors:

1. PFM Financial Advisors (PFM) as Financial Advisor;

2. Chapman & Culter as Prepay Counsel; and

3. Orrick Harrington & Sutcliff (Orrick) as Tax and Bond Counsel.

MOTION PASSED: 8-0 (Absent: San Mateo County)

JURISDICTION BOARD MEMBER YES NO ABSTAIN ABSENT
San Mateo County Director Pine X
Atherton Director DeGolia X
Brisbane Director Mackin X
Burlingame Director Colson X
East Palo Alto Director Romero X
Millbrae Director Fung X
San Bruno Director Medina X
Portola Valley Director Aalfs X
Totals 7 1

4. Committee Members’ Reports
Chair Colson inquired about the CalCCA Annual Conference next week.

Chair Colson shared that Shawn Marshall gave a presentation to the Burlingame City Council.

Director Mackin shared a newsletter
Jennifer Stalzer added a brown act note for the CalCCA Conference.

Shawn added progress seminar – anders Fung.

ADJOURNMENT
Meeting was adjourned at 11:05 p.m.

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