Peninsula Clean
Energy Executive
Committee
Meeting
October 14, 2025
This meeting will begin shortly. Thank
you!
Agenda
• Call to Order / Roll Call
• Public Comment (for items not on the Agenda)
• Please note, send Zoom chats to Brianna Arroyo, Admin Asst. • Action to set the Agenda and Approve Consent item
• Consent – Public Comment
• Regular Agenda items
• Adjournment
Chair Report
CEO Report
CEO Report
• CalCCA Board Retreat
• Sunzia Site Visit
• Prepay Briefing for New Board Members
• Caltrain Press Conference
• Portable Battery Program
PCE Prepay #2
(Action)
Nick Bijur, Chief Financial Officer
Background
• PCE executed its first Prepay in October 2024, which included issuance of $960 million of CCCFA tax-exempt bonds and assignment of four PPAs representing 881,000 MWhs per year (~25% of PCE’s annual load)
• Transaction well timed and very successful, generating savings of 12.3%, or an average of $5.7 million per year
• Since PCE’s transaction, there have been 10 Prepay transactions from CCAs, all of which generated customer savings greater than 10%
• Given potential for additional savings, Staff preparing for a second Prepay transaction, likely of similar size
• PCE has engaged same advisors and is finalizing transaction documents • While Prepay market is not as favorable as last year, PCE’s advisors recommend being ready to access the financial markets for when conditions improve CCCFA Prepay Transactions
Date Project Participant(s) Par ($M) Prepaid Supplier
Annual
Savings ($M) Discount
September 2021 Ava Community Energy/Silicon Valley Clean Energy $ 1,235 Morgan Stanley $ 4.1 7.9% November 2021 Marin Clean Energy 603 Goldman Sachs 2.4 10.1% July 2022 Ava Community Energy 931 Morgan Stanley 4.3 9.9% January 2023 Pioneer Community Energy 460 Goldman Sachs 2.6 12.0% January 2023 Silicon Valley Clean Energy Authority 842 Morgan Stanley 4.6 10.2% February 2023 Clean Power Alliance 999 Goldman Sachs 7.7 13.6% June 2023 Clean Power Alliance 958 Goldman Sachs 5.9 11.8% August 2023 Ava Community Energy 998 Morgan Stanley 6.5 12.2% October 2023 Central Coast Community Energy 648 Goldman Sachs 4.7 11.4% December 2023 Marin Clean Energy 1,038 Goldman Sachs 6.6 12.9% January 2024 Silicon Valley Clean Energy Authority 1,102 Morgan Stanley 7.4 13.1% August 2024 Clean Power Alliance 1,524 Goldman Sachs 11.3 13.1% October 2024 Peninsula Clean Energy 960 Goldman Sachs 5.7 12.3% November 2024 City of San José 1,243 Morgan Stanley 8.5 12.1% November 2024 Clean Power Alliance of Southern California4 1,153 RBC Capital 9.0 12.6% November 2024 San Diego Community Power 1,001 Morgan Stanley 6.7 12.0% November 2024 Sonoma Clean Power 776 Goldman Sachs 6.1 15.2% December 2024 Clean Power Alliance 1,291 Goldman Sachs 11.5 16.8% March 2025 Valley Clean Energy 493 Goldman Sachs 3.5 14.4% June 2025 Marin Clean Energy 1,063 Goldman Sachs 6.2 10.9% July 2025 San Diego Community Power 1,006 Morgan Stanley 6.1 10.5% September 2025 Ava Community Energy 1,004 Morgan Stanley 5.9 10.1% October 2025 Ava Community Energy 961 Goldman Sachs TBD TBD $22,286 $137.3
Transaction Diagram
Initial Issuance and Cash Flows
1. Debt Issuance – CCCFA issues tax-exempt bonds
2. Prepayment – CCCFA remits bond proceeds to Prepay LLC in return for 30 years of assigned electricity deliveries
3. Unsecured Loan – Prepay LLC loans bond proceeds to
Funding Recipient. Funding Recipient makes fixed monthly payments to Prepay LLC equal to assigned electricity
multiplied by PPA price
Monthly Cash / Energy Flows
4. Assigned PPAs – PCE assigns to J. Aron certain rights and obligations as Buyer; J. Aron makes monthly payments to PPA counterparties for assigned delivered energy
5. Electricity Supply – Prepay LLC enters into long-term agreement to purchase electricity from J. Aron to match assigned electricity quantities/terms
6. Project Participant – CCCFA sells PCE all assigned electricity delivered by Prepay LLC at a discounted price
Summary of Deal Documents
Document Description Parties (incl. PCE)
Clean Energy Purchase
Contracts
Agreements under which PCE will purchase discounted electricity from CCCFA for a total of 30 years
• CCCFA
Form of Limited Assignment
Agreement (LAA)
Governs the assignment of electricity and green attributes from selected PPAs
• PPA Sellers
• Goldman Sachs
Letter Agreement to LAA Agreement on management of PPA portfolio assigned into Prepay • Goldman Sachs LLC Agreement PCE representative to be one of three directors of LLC setup specifically for Prepay
• Goldman Sachs
• Independent director
Operational Services
Agreement
Permits PCE to control various actions of CCCFA relating to Prepay project operations
• CCCFA
MOU with CCCFA PCE responsible for rating agency and Green Bonds verification fees (paid from bond proceeds at closing)
• CCCFA
Preliminary Official
Statement
Public offering document for tax-exempt bonds issued by CCCFA which describes PCE’s organization and operations
Market Overview
Updated Economics
PCE1 Pricing 10/1/2024
Muni Bond [A] Funding Rate [B] Prepay Spread
[B]-[A]
8-Year MMD Index 2.46 8-year UST 3.68
Credit Spread 1.15 Approx Funding Spread 1.00
Yield 3.61% Funding Rate 4.68% 1.07%
Hypothetical Today
Muni Bond [A] Funding Rate [B] Prepay Spread
[B]-[A]
8-Year MMD Index 2.62 8-year UST 3.94
Credit Spread 1.38 Approx Funding Spread 0.90
Yield 4.00% Funding Rate 4.84% 0.84%
Decreased
Spread
=
Reduced
Savings
Timeline
Week of
Oct. 13
Week of
Oct. 6
Week of
Oct. 20
Week of
Oct. 27
Week of
Nov. 3
◼ Board education session (Oct 6)
◼ Finalize financial model
◼ Receive Funding Recipient bids
◼ Executive Committee meeting
(Oct 14)
◼ Finalize transaction documents
◼ Select Funding Recipient
◼ Engage Rating Agency
◼ Engage Trustee
◼ PCE & CCCFA Board meetings (seek approval)
◼ Receive rating from Rating Agency
◼ Receive green/climate bond opinion
◼ Due diligence calls
◼ Post offering document; start marketing
(pending market conditions)
◼ Price bonds and lock-in
savings (or later; pending
market conditions)
◼ Closing (or later)
Recommendation
• Recommend to the Board of Directors approval to complete a Prepay transaction subject to market conditions and minimum savings
• Minimum savings threshold of 9%, which represents annual savings of ~$5 million based on the current deal structure
• Recommend to the Board of Directors authorization to execute a power supply contract with CCCFA and certain other
documentation as required
Appendix
Same Prepay Deal Team as Last Year
Municipal Advisor Prepay Counsel Conduit Issuer Prepaid Supplier Custodian / Trustee Rating Agency Bond / Tax Counsel
Peninsula Clean
Energy
Entities selected
by PCE
Other
Entities in
Prepay
Transaction • Financial advisory
• Advice on structure,
timing and terms
• Fiduciary responsibility to
PCE
• PFM
• Legal advisory
• Represents PCE’s
interests
• Chapman and Cutler
• Issuer of tax-exempt
bonds
• CCCFA
• Structures transaction
• Markets and underwrites
bonds
• Goldman Sachs
• Legal services
• Affirms tax-exempt bond
status and validity of
bond offering
• Orrick
• Rates bonds
• Moody’s
• Manges prepay estate
• Bond interest payments
• US Bank
Breaking it Down
PCE Energy Supplier
Energy Payments:
$60M/year
Power Delivered:
660,000 MWh/year
Traditional Power Purchase Agreement
• 660,000 MWh * $90/MWh (energy + RECs) = ~$60M
Breaking it Down
PCE Prepaid Supplier
~$1 billion
(upfront payment)
660,000 MWh/year
for 30 years
Traditional Prepay Transaction
• Upfront payment based on 30 years of power purchases (~$60M/year) discounted at a rate of ~5% Breaking it Down
Prepaid Supplier
$1 billion
660,000 MWh/Year
Tax-Exempt Financing
• Tax law explicitly allows tax-exempt entities to issue tax-exempt bonds to prepay for energy $54M/year
(interest +
principal)
$1 billion
(bond proceeds)
PCE
Tax-Exempt Bond
Investors
Breaking it Down
PCE Prepaid Supplier
$1 billion
660,000
MWh/Year
Use of Prepay Funds
• Funds loaned to a “funding recipient”; interest rate based on their taxable funding rate Tax-Exempt Bond
Investors
$54M/year $1 billion
Funding Recipient
(Taxpayer)
$1 billion
(loan)
$60M/year
(interest + principal)
Breaking it Down
CCCFA Prepaid Supplier
$1 billion
660,000
MWh/Year
Use of a Conduit
• Illustrate to the financial markets that debt is not an obligation or PCE • Only obligation is PCE’s energy payments to CCCFA
Tax-Exempt
Bond Investors
$54M/year $1 billion
Funding
Recipient
$1 billion
$60M/year
PCE
$54M/year
(energy payments)
660,000
MWh/Year
Breaking it Down
CCFA Prepaid Supplier
$1 billion
660,000
MWh/Year
Assign PPAs
• Existing PPAs can be assigned; no change in contract terms • Goldman makes all monthly payments to PPA participant (see appendix for additional information) Bond Investors
$54M/year $1 billion
Funding
Recipient
$1 billion
$60M/year
PCE
$54M/year
660,000
MWh/Year
Goldman Sachs
PPAs Assigned
$60M/year 660,000 MWh/Year
Lease
Negotiations for
New Office Space
(Action)
Nick Bijur, Chief Financial Officer &
Nelly Wogberg, Office Manager
• Current lease expires Sept. 30, 2026 • 7,660 sq ft between two physically separated suites
• 20 workstations, 7 enclosed offices
and 3 conference rooms
• Staff growth from 17 (2017) to
64 employees (2025)
• Despite remote-first/hybrid work policy,
staff use office regularly
• In 2024, formed Workplace of Choice
Committee and engaged JLL to support
search process
Background
24 • Insufficient workstation availability
and fragmented office layout no
longer fully supports staff needs;
limited conference rooms
• Boardroom modest in size, layout
and physical space is inefficient
• Located near County edge with
limited public transit options
• Quarterly all-staff meetings
require renting outside venues, adding
cost and logistical burden
Challenges with Current Office
25 Assessing the Need
• Needs Assessment: 9,000-10,000 sq. ft.
• Flexible workstations and more collaboration areas
• Larger boardroom that supports inclusive staff and public participation • Space for quarterly all-staff meetings and community events • Central county location with improved access for staff, the Board, and the public • Staff preferences:
• Ample parking
• Public transit access
• Walkability to “amenities” (lunch places, coffee shops, services, etc.) • Modern workspace with natural light
26 Alternatives Considered
Extensive search: Toured 16 sites across Redwood City, San Carlos, San Mateo, Burlingame and Millbrae; sites eliminated for size, cost, transit, and/or parking
Ownership explored: Few viable purchase options; only candidate rejected due to poor parking
Finalists:
• 520 S. El Camino Real - Excellent transit/amenities; costliest option • 1300 S. El Camino Real - Lowest cost; weaker amenities and transit • 400 S. El Camino Real - Best balance of cost, location and amenities 27 • Central location in downtown San
Mateo
• Easy access via 101, 280 and 92
• Caltrain/public transit corridor
• Walkable to amenities
• Full 14th floor, flexible layout
• Larger boardroom, flexible
collaboration spaces, ability to host
all-staff meetings and community
events
• Ample parking, including EV
chargers
• Exterior signage opportunity
Recommended Option: 400 S. El Camino Real
28 Summary of key lease terms: 400 S. El Camino Real
• Premise: 10,562 Rentable Square Feet (RSF)
• Commencement Date: upon substantial completion of tenant improvements, targeted for October 1, 2026
• Base Rent: $6.50/RSF, 3% escalation
• Term: 87 months (first 6 months abated)
• Tenant Improvements Allowance: capped at $80/RSF, or approximately $850k • Renewal Option: one additional 5-year term
• Parking: 18 parking stalls; landlord to install 10 EV chargers exclusive for PCE use (PCE to reimburse landlord)
• Signage: option to install exclusive exterior, building top signage at a cost of $6,000/month
30 Comparison of Economics
400 S ECR 1300 S ECR 520 S ECR Current Office
Rentable Square Feet (RSF) 10,562 9,842 9,000 7,660
Base Rent/RSF $6.50 $4.75 $9.80 ~$6.52
Usable Square Feet (USF) 9,579 7,217 7,269 7,034
Base Rent/USF $7.17 $6.48 $12.13 ~$7.11
Total Cost per Year (NPV) $714,000 $506,000 $1,015,000 ~$473,000 31 December 2024 - May 2025
Workplace of Choice Committee:
Pre-work + Tour Sites
Recommendation
to Executive Committee
October 2025
October 2025
Board approval delegating
to CEO to negotiate lease
Sign lease, engage architect
and plan for tenant
improvements
November 2025
Short list site selection based on EC feedback;
“trade papers” with short-listed properties
June - August 2025
Anticipated move-in date
October/November 2026
Pull necessary permits and
plan for quick construction
period
January - May 2026
Discussion with Executive Committee
May 2025
Next steps & anticipated timeline
July 2026
Existing tenant vacates and
construction begins
32 Recommendation
Recommend that the Board of Directors authorize the Chief Executive Officer to complete lease negotiations and execute a lease agreement for office space at 400 S. El Camino Real, commencing October 1, 2026.
33 Approval of In-House General
Counsel (Action)
Shawn Marshall, Chief Executive Officer
General Counsel - Background
General Counsel services provided by County Counsel’s Office since PCE’s inception in 2016
• Additional specialized legal services contracted separately • Current contract ending October 31, 2025
Part-time, hourly legal support currently at 40-60% full-time equivalent • Current average monthly cost of $25,000
• Demand for GC legal support not fully met by available time, thus using other external counsel more often
• FTE through the County would be approx. $528,000
General Counsel – Recruitment Process
Comprehensive recruitment process conducted for General Counsel candidates, August – September 2025
• 46 applicants received and reviewed
• 9 moved to 1st round interview with HR
• 5 moved to PCE COO for 2nd round interview
• 3 moved to Directors panel interview
• Final round with Board Chair, Vice Chair, CEO and COO • DEAI: 100% of 2nd round applicants were women or women of color.
General Counsel – Recommended Hire
Recommendation is to approve hiring of finalist candidate, Jennifer Stalzer.
Ms. Stalzer’s qualifications include:
• Deep familiarity with PCE’s governance, operations, contracting processes, and risk management framework.
• Well-known to PCE’s Board, having provided legal guidance on the Brown Act, public law, and complex policy matters.
• Active engagement in CalCCA’s General Counsel Roundtable demonstrates leadership and commitment to advancing legal best practices for CCAs statewide. • Positive feedback from staff and executive leadership, noting her business acumen, balanced judgment, and collaborative approach.
• Institutional knowledge and practical understanding of PCE’s legal landscape General Counsel – Fiscal Impact
1. An annual salary of $325,000, consistent with market benchmarks for comparable public agency legal roles.
2. Anticipated salary is contemplated in the FY 2025–26 budget and will be largely offset by reduced expenditures for contracted general counsel services through the County. The net fiscal impact for FY 2025–26 is expected to be ~$50,000 for FTE hire.
Recommendation: Recommend to the Board of Directors Approval of Jennifer Stalzer as PCE’s In-House General Counsel
Enterprise Risk
Management
Program Update
Kelly Lew-Quintal, Risk Manager
Nick Bijur, Chief Financial Officer
What is Enterprise Risk Management?
• A comprehensive approach that identifies, assesses and manages potential risks across the organization
• Provides a structured approach to understanding and prioritizing risks, enabling enhanced organizational performance
• Benefits of a successful Enterprise Risk Management (ERM) program:
• Improved decision making
• Minimize potential losses
• Increased resilience and preparedness
• Better resource allocation
• Compliance
Status of PCE’s Enterprise Risk Management Program
• List of all known risks (Risk Register) was developed based on input and collaboration with management and staff
• Risks were defined as those where PCE could face significant “harm” (financial, reputational or operational) if the risk were to occur • Hypothetically assumed no mitigations in place
• Risk Register currently comprised of 21 risks
• Top 10 Risks based on a combination of the highest probability of occurrence and greatest potential impact to PCE
• Preliminary assessment, to be evaluated periodically
Top 10 Risks
Risk Definition Probability of
Occurrence
Potential Impact of
Occurrence
PCE rates not competitive, which could lead to
customer opt-outs Medium Medium
Issues with customer payments and billing data
from PG&E / Calpine Low High
Cyber security Medium Medium
Energy procurement costs increase due to market
changes or market dynamics High High
Non-compliance with energy market regulations,
which could lead to a fine or impact service Medium High Top 10 Risks (Continued)
Risk Definition Probability of
Occurrence
Potential Impact of
Occurrence
Change in the political environment (federal and/or
state) High Medium
Key supplier or counterparty failure Low Medium
Change in laws or regulations that impact PCE
operations Medium High
Misinformation or inaccurate data on public forums High Medium Legal risk Medium Medium
Next Steps
• Each risk has been assigned a Risk Owner who is responsible for managing the risk
• Document risk controls, determine additional risk mitigations and implement if appropriate
• Risk Register and Top 10 Risks will be reviewed periodically to determine if any updates or changes need to be made
• Annual update to the Executive Committee, including an assessment of the risk controls currently in place and any additional planned risk mitigation efforts
Appendix
Additional Risks Identified
Risk Definition Likelihood of Occurrence Potential Impact of Occurrence
Customer information system outage (IVR or CRM)
impacting ability to provide customer service Low Low
Excessive staff turnover and/or inability to attract talent Medium Low "Bad" hire Medium Low
Non-compliance with personnel regulations leading to
possible lawsuits and/or fines Medium High
Physical damage caused by PCE equipment Low Medium
Fraud Low Low
Additional Risks Identified (Continued)
Likelihood of Occurrence Potential Impact of
Occurrence
Governance risk Medium High
Funding sources don’t materialize Medium Low
Changes to load Medium Medium
Adoption of unproven technology Low Low
Customer payment delinquencies or collections Medium Low Committee Members’ Reports
Adjournment