Board of
Directors
Special and Regular Meeting
March 24, 2022
2 Special
Meeting
Agenda
Call to Order
Roll Call
Public Comments on Closed Session Items
Closed Session
1. Public Employee Appointment Pursuant to Government Code Section 54957
Title: Chief Executive Officer
2. Conference with Labor Negotiators Pursuant to Government Code Section 54957.6
Agency designated representative(s): Cindy Krebs, Alliance Resource Consulting
Unrepresented employee: Chief Executive Officer
3. Public Employment Pursuant to Government Code Section 54957
Title: Interim Chief Executive Officer
Report from Closed Session
Adjournment
3 Closed
Session
1. Public Employee Appointment Pursuant to
Government Code Section 54957
Title: Chief Executive Officer
2. Conference with Labor Negotiators Pursuant to
Government Code Section 54957.6
Agency designated representative(s): Cindy Krebs,
Alliance Resource Consulting
Unrepresented employee: Chief Executive Officer
3. Public Employment Pursuant to Government
Code Section 54957
Title: Interim Chief Executive Officer
4 Regular
Meeting
Agenda
Welcome
Call to Order
Pledge of Allegiance
Roll Call
Report from Closed Session
Items to be Added, Withdrawn, or Reordered on the Agenda Public Comment for Items Not on the Agenda
Consent Agenda
Regular Agenda Items:
12. Appointment of Chief Executive Officer and Approval of Employment Agreement
13. Second Amendment to Temporarily Extend Interim CEO Employment Agreement
14. Discussion of Location and Format of Upcoming Meetings
15. Approval of Energy Proposal Evaluation Criteria
16. Update on Community Power Plan
17. Update On Residential Enrollment Marketing and PR
18. Approval of Agreement with River City Bank for the Renewal and Increase of the Credit Facility
Reports by Management and General Counsel
Director Comments
Adjournment
5 Roll Call
Report from Closed
Session
Items to be Added,
Withdrawn or Reordered
on the Agenda
Public Comment for Items
Not on the Agenda
9 Consent
Agenda
1. Approval of Findings to Continue Holding Remote/
Teleconference Meetings Pursuant to Assembly Bill 361
2. Approval of December 16, 2021 Meeting Minutes
3. Receive and File Treasurer’s Report for Period Ending 1/31/22
4. Update on Back Office Metrics/Dashboard
5. Update on Regulatory and Legislative Affairs
6. Approval of Second Amendment to Neyenesch Printing
Contract
7. Adoption of Resolution Approving a Records Retention Policy and Schedule
8. Approval of Information Technology and Security Policy
9. Approval of Advanced Metering Infrastructure (AMI) Data Security and Privacy Policy
10. Update on Supplier Diversity and 2021 Report
11. Approval of Legislative Policy Platform
10 Item 12
Appointment of Chief Executive Officer and
Approval of Employment Agreement
Recommendation: Adopt Resolution 2022-05 appointing a
Chief Executive Officer and approving execution of an
Employment Agreement in substantially the form presented at the meeting, with non-substantive revisions approved by the Chair and reviewed and approved as to form by General Counsel.
Presenter:
General Counsel
11 Item 13
Second Amendment to Temporarily Extend
Interim CEO Employment Agreement
Recommendation: Consider approval of Second
Amendment to the Interim CEO Employment Agreement
with Bill Carnahan to temporarily extend the term until the new CEO’s employment date or April 30, 2022, whichever is earlier.
Presenter:
General Counsel
12 Item 14
Discussion on Location and Format of Upcoming
Meetings
Recommendation:
Receive presentation, discuss meeting location and format issues and provide direction to staff.
Presenter:
Bill Carnahan, Interim Chief Executive Officer
General Counsel
13 City of San Diego (Downtown San Diego): No reserved parking Board Chambers: Committee Room:
Does not allow for in-person meetings Does not allow for in-person meetings Meeting before ends at 5 pm Being renovated, completion date unknown County of San Diego (Downtown San Diego): No reserved parking Council Chambers:
After-hours fees for Security
Technology Complexities
Better Business Bureau Co-Working space (Mira Mesa): Plenty of free parking Meets most needs but cannot accommodate public attendees After hours fees for staff
BBK Offices (Downtown San Diego): Plenty of free parking Meets most needs but cannot accommodate public attendees Presenter:
Bill Carnahan, Interim Chief Executive Officer
General Counsel
Centrally Located Meeting Space Options for Hybrid Board Meetings:
14 Item 14
Recommendation:
Receive presentation, discuss meeting location and format issues and provide direction to staff.
Presenter:
Bill Carnahan, Interim Chief Executive Officer
General Counsel
15 Item 15
Approval of Energy Proposal Evaluation Criteria
Recommendation:
Approve the Energy Proposal Evaluation Criteria
Presenter:
Byron Vosburg, Director of Power Services
16 Energy Proposal Evaluation Criteria
Purpose
• SDCP pursues long-term power contracts via solicitations • E.g. 2020 Renewable RFO (2020 RPS RFO), 2021 Local RFI • To date, Staff and Ad-Hoc Contracts Committee (AHCC) have used an Interim Evaluation Criteria to evaluate each potential project.
• An Evaluation Criteria serves as a helpful tool for Staff and AHCC to screen submissions, but all long-term contracts remain subject to review by Board committees and, ultimately, Board approval.
• For purposes of consistency and transparency, Staff propose to formally adopt the proposed Energy Proposal Evaluation Criteria (“EPEC”), which is modeled after the Interim Evaluation Criteria, for future evaluation of long-term, wholesale contracts for purchase of renewable energy and capacity. 17 Energy Proposal Evaluation Criteria
Proposal
• SDCP will use an Energy Proposal Evaluation Criteria (EPEC) to score proposals for long-term, wholesale energy contracts
• The EPEC may be modified on a solicitation-by-solicitation basis to reflect specific goals of targeted procurement
• The EPEC will include evaluation within the following six areas, each of which will be rated “High,” “Medium,” “Neutral,” or “Low” and aggregated for holistic review by Staff and the AHCC
Project
Development
Environmental
Stewardship
Workforce
Development
Community
Benefits
Project
Location
Quantitative
Value
18 Project Location Price Capacity
(MW)
COD Project
Location
Price /
Value
Dev
Score
Community
Benefits
Workforce
Dev
Enviro
SDCP A SD
County
$2 100 1/1/24 High High High Med High Med
SDCP B Orange
County
$1.50 200 1/1/24 Med High High High High Neutral
SDCP C SD
County
$2.25 50 1/1/25 High High Med Neutral High Neutral
SDCP D Imperial
County
$2 20 1/1/24 High High High Neutral High Neutral
SDCP E SD
County
$3 75 1/1/25 High Med Med Neutral Med Neutral
SDCP F Riverside
County
$3.50 20 1/1/25 Med Med High Med Med Neutral
SDCP G Imperial
County
$4 50 1/1/24 High Low Med Low TBD Neutral
SDCP H SD
County
$3.75 100 1/1/24 High Low High Neutral Med Low
Energy Proposal Evaluation Criteria
Illustrative Example
19 Project Location
Local
• Renewables: SD or Imperial Co
• For Energy Storage: SD-IV Local RA
Southern California
• In or South of San Luis Obispo,
Kern, San Bernadino Co
• Out-of-state projects that are not interconnected to CAISO HIGH
MEDIUM
LOW
NEUTRAL • Located in other counties within CA or directly interconnected to California Independent System Operator (CAISO)
20 Quantitative Value
Projects will be ranked and categorized as high, medium, or low. • The Quantitative score will be based on several project development-related factors, including:
– Contract price
– Products offered/included for purchase
– Value to SDCP customers
– Impact to SDCP portfolio risk
– Cost effectiveness of project-related GHG emission reductions 21 Project Development
Projects will be categorized as high, medium, or low.
• The development score will be based on several project development-related factors, including:
– Site control
– Interconnection status
– Environmental screens
– Land use and permits
– Project financing
– Developer experience
22 Community Benefits
• Project is located within a Disadvantaged Community (DAC), Community of Concern (COC), or a region otherwise designated by local jurisdiction or permitting agency as prioritized for renewable energy development (“Renewable Energy Development Zone” or “REDZ”);
• Has completed and clearly demonstrates Community Outreach; • Demonstrates compelling Community Benefits
• Project is not located within a DAC, COC, or REDZ but has completed Community Outreach and can demonstrate Community Benefits • Project does not demonstrate community benefits
• Project is inconsistent with community priorities
HIGH
MEDIUM
NEUTRAL
LOW
23 Workforce Development
• The project meets all objectives of SDCP’s Inclusive and Sustainable Workforce Policy with respect to PPAs.
• The project does not meet all objectives of SDCP’s ISWF Policy but can demonstrate prevailing wage, skilled and trained workforce, and local hire commitments • The project does not demonstrate prevailing wage, skilled and trained workforce, and local hire commitments
HIGH
MEDIUM
LOW
24 SDCP ISWF Policy
25 Environmental Stewardship
HIGH
NEUTRAL
LOW
• Project is located on currently or previously developed land and demonstrates additional societal, health, economic, water-saving, or environmental benefits beyond the climate and GHG reduction benefits of renewable energy • Project does not demonstrate significant positive or negative environmental impact
• Project demonstrates significant, unmitigated negative environmental impacts MEDIUM • Project is located on currently or previously developed land but not does demonstrate additional environmental benefits
26 Item 15
Recommendation:
Approve the Energy Proposal Evaluation Criteria
Presenter:
Byron Vosburg, Director of Power Services
27 Item 16
Update on Community Power Plan
Recommendation:
Receive and File Community Power Plan Update
Presenter:
Nelson Lomeli, Program Manager
Colin Santulli, Director of Programs
28 Community Power Plan Update
History
• May 2020: SDCP executed a Data Management Agreement with Calpine Energy Solutions (“Calpine”) that included funding for the creation of a “Community Development Strategic Plan.” • Sept. 2021: Staff presented to the Board on Energy Program Priorities for FY21-22 which included development of the Community Power Plan.
• Jan. 2022: Staff, Calpine, and the CAC-appointed members evaluated proposals, interviewed three consultant teams, and selected one consultant to move forward with development of the plan. • Mar. 2022: Staff presented the draft scope of work to the full CAC for feedback. 29 Community Power Plan Update
Community Needs Assessment
Information Gathering
• Robust community engagement in multiple languages done in partnership with Community Based Organizations
• Various engagement methods including listening sessions, interviews, surveys, and community event attendance
Goal-Setting
• Workshops with the public, CAC, member agency staff, and the Board
• Further understand the goals, priorities, and needs of the community to inform the Program Prioritization Framework Program Prioritization Framework
• Decision-making framework for prioritizing programs based on input, goals, and priorities
30 Community Power Plan Update
Program Market Assessment
• Determine available funding and financing sources
• Assessment of existing potential programs & best practices • Existing CCA program “Listening Tour”
Program Ranking
• Program prioritization that are most aligned with community needs and SDCP priorities
• Program evaluation & ranking order for implementation in the short-, medium- and long-term horizon
• Phasing of programs over the next five years
31 Community Power Plan Update
Community Power Plan Document & Adoption
• First draft of the plan will be presented to engaged stakeholders, community members, and the CAC to solicit feedback and input • 30-day comment period for written feedback and input that will be incorporated into final plan
• Plan will be translated into Spanish and Tagalog
Community
Power Plan
2022
32 Community Power Plan Development
Community Needs
Assessment
Market
Assessment
Program
Ranking
Community
Power Plan
Development &
Adoption
Program
Prioritization
Framework
33 Item 16
Recommendation:
Receive and File Community Power Plan Update
Presenter:
Nelson Lomeli, Program Manager
Colin Santulli, Director of Programs
34 Item 17
Update on Residential Enrollment Marketing
Recommendation:
Receive and File Residential Enrollment Marketing Update Presenter:
Rita de la Fuente, Director of External Affairs
35 Enrollment Notices
36 Media Roll-out Periods
Launch member city-specific
media 1 week prior to service
rollout to establish public
awareness of SDCP
Based on available budget, run
media in each member city during
month of rollout and 3 weeks
following to continue to build
awareness and combat any
customer anxiety over bill changes
Deliver bulk of regionwide
coverage (as affordable) using
advertising channels that do not
allow for geographic targeting,
once all member cities have
rolled out service
Phase in Digital Display
regionwide coverage as service
rolls out in each member city to
allow for campaign to optimize
against performance
37 Creative Concepts
38 Media Mix
Local Print: • SD Union Tribune • SD Reader • SD Uptown News • El Latino • Voice & Viewpoint • Filipino Press • Nquoi Viet Tu Do • SD Chinese Tribune • Community Newspapers
Social/Online Media: • Facebook/Instagram • Nextdoor • Twitter • Cross-Device Display (Banner Ads)
Radio: • Univision • KPBS Public Radio • Podcasts
Outdoor: • Billboards • Convenience Store
Posters
39 Social Media Fact Learning Series
40 Partnerships
41 Public Engagement Events Outreach and Engagement
42 News Media Coverage
67 stories Q1 2022 reached an audience of 37 million potential viewers 43 Item 17
Recommendation:
Receive and File Residential Enrollment Marketing Update Presenter:
Rita de la Fuente, Director of External Affairs
44 Item 18
Approval of Agreement with River City Bank for
the Renewal and Increase of the Credit Facility
Recommendation:
Approve the agreement with River City Bank for the renewal and increase of the credit facility.
Presenter:
Dr. Eric Washington, Chief Financial Officer
Execute Amended River City Bank Credit
Agreement to $50M and 2-Year Extension
SDCP Board directed
staff to finalize
negotiations with River
City Bank for a credit
facility and banking
services for SDCP’s
start-up, operational
financing and banking
needs.
December 2019 April 2020
Board authorizes
execution of a credit
agreement and related
documents necessary to
implement a $35 million
credit facility with River
City Bank.
May 2020
$5M Collateral
Board authorizes
promissory notes with
Emerald Blue and B
Quest Foundation to
borrow $5 million, used
as cash collateral for the
credit facility with River
City Bank.
Finalized Negotiations $35M Credit Facility
46 Prior Loan Amount
$35.0m
New Loan Amount
$50.0m
Loan Type • Commercial Revolving Line of Credit (“RLOC”) Purpose • To support working capital as needed
• To support the issuance Letters of Credit
Interest Rate
RLOC: ~2.63% as of 2/25/22
Term Loan: 5-year US
Treasury Note yield + 2.00%
• RLOC: Floating at the 3-month term Secured Overnight Financing Rate (“SOFR”) as published by CME Group plus 2.25%. Subject to a 2.25% floor rate • Term Loan: Fixed for the Term Loan term at the then prevailing 5-year US Treasury Note yield + 2.00% on the Term Loan Conversion Date, subject to a
2.00% interest rate floor. (No change)
Repayment
• RLOC: Interest only due monthly, outstanding principal due at maturity or termed out under the term loan provision
• Term Loan: Fully amortized over 60 months with equal monthly principal and interest payments
• LCs: In the event of a Letter of Credit draw, bank will disperse funds from the RLOC, and borrower must repay the Bank in full within 3 days.
Execute Amended River City Bank Credit
Agreement to $50M and 2-Year Extension
47 Execute Amended River City Bank Credit
Agreement to $50M and 2-Year Extension
Unexpected Power Costs
Provides SDCP with additional
resources to respond fiscally to
unexcepted rises in the power
supply costs.
Opportunities to Buy Energy
Provides SDCP with additional
financial capacity to take
advantage of opportunities to buy
energy products.
Unexpected Market Conditions
Allows SDCP to react quickly to
unexpected changes in customer
demand and market conditions.
Supports Reserves
Supports SDCP reserves as
SDCP continues to build to its 90-
day expense target.
Finance & Risk
Management
Committee
Meeting
March 3, 2022
Action: Recommended the renewal
and increase of the existing River City
Bank credit facility be presented to the
SDCP Board for approval.
FRMC Meeting – March 3, 2022
The committee heard and discussed this
item to amended River City Bank credit
agreement to $50M and 2-Year
Extension.
Discussion at FRMC Meeting
• History of River City Bank agreement.
• River City Bank affirmation to pursue
an amended agreement
• Purpose: to support fiscal capacity
and to weather unforeseen conditions.
49 Item 18
Recommendation:
Approve the agreement with River City Bank for the renewal and increase of the credit facility.
Presenter:
Dr. Eric Washington, Chief Financial Officer
50 Regular
Meeting
Agenda
Reports by Management and
General Counsel
Director Comments
Adjournment
Board of
Directors
Next Regular Meeting
April 28, 2022