MINUTES – BOARD OF DIRECTORS – SAN DIEGO COMMUNITY POWER 1 SAN DIEGO COMMUNITY POWER (SDCP)
BOARD OF DIRECTORS
2488 Historic Decatur Road, Suite 250
San Diego, CA 92106
MINUTES
March 24, 2022
This meeting was conducted utilizing teleconferencing and electronic means consistent with Government Code Section 54953, as amended by Assembly Bill 361, in relation to the COVID-19 State of Emergency and recommended social distancing measures.
The Board minutes are prepared and ordered to correspond to the Board Agenda. Agenda Items can be taken out of order during the meeting.
The Agenda Items were considered in the order presented.
WELCOME
CALL TO ORDER
Chair Mosca (Encinitas) called the SDCP Board of Directors meeting to order at 5:04 p.m.
PLEDGE OF ALLEGIANCE
Chair Mosca (Encinitas) led the Pledge of Allegiance.
ROLL CALL
PRESENT: Chair Mosca (Encinitas), Alternate Director McCann (Chula Vista), Director Sotelo-Solis (National City), Alternate Director Humora (La Mesa), Director LaCava (San Diego), Director Lawson-Remer (San Diego County) and Director Dedina (Imperial Beach) ABSENT: None
Also Present: General Counsel Norvell, Chief Operating Officer (“COO”) Hooven, Interim CEO Carnahan
REPORT FROM CLOSED SESSION
General Counsel Nicholaus Norvell reported the Board met in closed session on Items 1-3 listed on the closed session agenda. Regarding Item 1, upon a motion by Chair Mosca, seconded by Director Sotelo-Solis, the Board voted unanimously, with Directors Baber and Padilla absent, to appoint Karin Burns as MINUTES – BOARD OF DIRECTORS – SAN DIEGO COMMUNITY POWER 2 Chief Executive Officer of San Diego Community Power, subject to approval and execution of an employment agreement with Ms. Burns. An Employment Agreement with Ms. Burns will be considered during Item 12 of the regular Board meeting this evening. A copy of the full proposed Employment Agreement has now been posted to SDCP’s website with the agenda materials for tonight’s meeting and listed as an Update to Item 12.
ITEMS TO BE ADDED, WITHDRAWN, OR REORDERED ON THE AGENDA There were no items to be added, withdrawn, or reordered.
PUBLIC COMMENTS
Anonymous comment encouraging SDCP to have a booth at the Balboa Park Earth Day Event.
CONSENT CALENDAR
1. Approval of Findings to Continue Holding Remote/Teleconference Meetings Pursuant to Assembly Bill 361
Approved.
2. Approval of December 16, 2021 Meeting Minutes
Approved.
3. Receive and File Treasurer’s Report for Period Ending 1/31/22 Received and filed.
4. Update on Back Office Metrics
Received and filed.
5. Update on Regulatory and Legislative Affairs
Received and filed.
6. Approval of Second Amendment to Neyenesch Printing Contract Approved.
7. Adoption of Resolution Approving a Records Retention Policy and Schedule Approved.
8. Approval of Information Technology and Security Policy Approved.
9. Approval of Advanced Metering Infrastructure (AMI) Data Security and Privacy Policy MINUTES – BOARD OF DIRECTORS – SAN DIEGO COMMUNITY POWER 3 Approved.
10. Update on Supplier Diversity and 2021 Report
Received and filed.
11. Approval of Legislative Policy Platform
Approved.
ACTION: Motioned by Director Sotelo-Solis (National City) and seconded by Director Dedina (Imperial Beach) to approve Consent Calendar Items 1 through 11. The motion carried by the following vote:
Vote: 6-0
Yes: Chair Mosca (Encinitas), Director Sotelo-Solis (National City), Alternate Director Humora (La Mesa), Director LaCava (San Diego), Director Lawson-Remer (San Diego County) and Director Dedina (Imperial Beach)
No: None
Abstained: None
Absent: Chula Vista
REGULAR AGENDA
12. Appointment of Chief Executive Officer and Approval of Employment Agreement Board questions and comments ensued.
ACTION: Motion to Adopt Resolution 2022-05 appointing Karin Burns 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 by Director LaCava (San Diego) and seconded by Director Sotelo-Solis (National City). The motion carried by the following vote:
Vote: 7-0
Yes: Chair Mosca (Encinitas), Director Sotelo-Solis (National City), Alternate Director Humora (La Mesa), Alternate Director McCann (Chula Vista), Director LaCava (San Diego), Director Lawson-Remer (San Diego County) and Director Dedina (Imperial Beach)
No: None
Abstained: None
Absent: None
13. Second Amendment to Temporarily Extend Interim CEO Employment Agreement Board questions and comments ensued.
ACTION: Motion to approve the 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 by Director Sotelo-Solis (National City) and seconded by Chair Mosca (Encinitas). The motion carried by the following vote:
MINUTES – BOARD OF DIRECTORS – SAN DIEGO COMMUNITY POWER 4 Vote: 7-0
Yes: Chair Mosca (Encinitas), Director Sotelo-Solis (National City), Alternate Director Humora (La Mesa), Alternate Director McCann (Chula Vista), Director LaCava (San Diego), Director Lawson-Remer (San Diego County) and Director Dedina (Imperial Beach)
No: None
Abstained: None
Absent: None
14. Discussion on Location and Format of Upcoming Meetings General Counsel Norvell provided on update on the Assembly Bill 361, in relation to the COVID-19 State of Emergency and recommended social distancing measures. Norvell presented three meeting options that comply with government guidelines; in-person, hybrid and virtual.
Following Board questions and comments, no action was taken.
15. Approval of Energy Proposal Evaluation Criteria
Managing Director, Power Services Vosburg gave a presentation on the Energy Proposal Evaluation Criteria.
Jason Anderson of CleanTech San Diego wrote in support of the Energy Proposal Evaluation Criteria.
CAC Chair Eddie Price spoke in support of CAC being involved in the process.
Christina Marquez of IBEW 569 requested the Sustainable Workforce Policy be amended to include required use of approved local and state apprentice programs.
Board questions and comments ensued.
ACTION: Motion to approve the staff’s recommendation as an update to the interim energy proposal evaluation criteria with one amendment to add the phrase “and can demonstrate skilled and trained workforce” to the end of the high criteria in Section 5 Workforce Development and suggests staff come back with a plan to evolve this document and involve CAC and others into the conversation and develop criteria that matches up with who we are as an organization and our strategic plan made by Director LaCava (San Diego) and seconded by Director Sotelo-Solis (National City). The motion carried by the following vote:
Vote: 5-0
Yes: Chair Mosca (Encinitas), Director Sotelo-Solis (National City), Director Baber (La Mesa), Director LaCava (San Diego), and Director Dedina (Imperial Beach) No: None
Abstained: None
Absent: San Diego County, Chula Vista
MINUTES – BOARD OF DIRECTORS – SAN DIEGO COMMUNITY POWER 5 16. Update on Community Power Plan
Director of Programs, Santulli and Program Manager Lomeli provided a presentation on updates on the Community Power Plan.
Following Board questions and comments, no action was taken.
17. Update on Residential Enrollment Marketing
External Affairs Director, De la Fuente, provided a presentation on updates on Residential Enrollment Marketing
Following Board questions and comments, no action was taken.
18. Approval of Agreement with River City Bank for the Renewal and Increase of the Credit Facility
Chief Financial Officer Washington gave a presentation on the agreement with River City Bank for the renewal and increase of the credit facility.
Board questions and comments ensued.
ACTION: Motion to approve the agreement with River City Bank for the Renewal and Increase of the Credit Facility made by Director Sotelo-Solis (National City) and seconded by Chair Mosca (Encinitas). The motion carried by the following vote:
Vote: 4-0
Yes: Chair Mosca (Encinitas), Director Sotelo-Solis (National City), Director Baber (La Mesa) and Director LaCava (San Diego)
No: None
Abstained: None
Absent: San Diego County, Chula Vista, Imperial Beach
REPORTS BY MANAGEMENT AND GENERAL COUNSEL
There were no comments.
DIRECTOR COMMENTS
There were no comments.
ADJOURNMENT
Chair Mosca (Encinitas) adjourned the meeting at 7:45 PM.
Kimberly Isley
Assistant Board Clerk