• Subtitle
New SV Clean Energy
PowerPoint Template
Item 3
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Action: Authorize CEO to Execute
or Approve Prepay Agreements
1. Recap of Prepay Goal and
Structure
2. Board-authorized parameters for
execution of the deal
3. Next Steps
4. Appendix
Summary of Transactional
Documents
Estimated Fees
Details of the First Prepay and
Cost Breakdown
Overview of Prepay Structure and
Background Information
Goal
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How
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• California Community Financing
Authority (CCCFA)
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Minimal Risks
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Item 3
PRESENTATION
Recap of Prepay Goal and Structure
Substantial savings with minimal risks
Reduce the cost of power
purchases by leveraging SVCE's
ability to fund low-cost tax-exempt
debt
Gain competitive advantage
relative to Investor Owned Utilities
(IOUs)
Benefit from the spread between taxable and tax-exempt
interest rates
Use of financially engineered prepay structure*
Bonds not guaranteed by SVCE or
Bonds secured by the contractual rights and transaction cashflows Seasoned team of professionals helps guide, negotiate, and structure the transactions.
*Refer to the appendix for a more detailed overview of prepay structure Fees (except rating agency) are contingent on the execution of the deal and paid from the bond proceeds Bonds issued are non-recourse to SVCE
rA, s1L1coN VALLEY ~ CLEAN ENERGY 3
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• Execution Contingent on:
• Aggregate principal amount of bonds will not
exceed $1 billion
• Bonds issued by California Community Financing
Authority (CCCFA) are not guaranteed
obligations of SVCE
• Overall energy savings to SVCE shall be at least
8 percent during the initial term of the bonds
Item 3
PRESENTATION
Execute Prepay Transactional Agreements Contingent on Board-Authorized Parameters Transaction expected to cover about
12% of SVCE's load
Actual realized discount will depend on
the spread between taxable and tax-exempt rates (net of transaction costs) Savings expected to be about $3 to $4
million during the initial term of the
bonds
30-year bonds will reset after the initial
period expected to be 5-10 years and
discount on future reset periods will
depend on the then prevailing market
conditions.
Repricing agreement will set a minimum
discount threshold for future bond reset
periods, expected to be at energy
savings of about 4%.
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Item 3
PRESENTATION
Seek California Community Choice Financing Authority
(CCCFA) Board Approval
Target bond issuance for December 2022. Timing will
depend on market conditions.
5 • Adopt resolution 2022-30 authorizing the CEO to execute the Power Supply Contract with the California Community Choice Financing Authority (CCCFA) and execute or approve the related supporting agreements to enable SVCE to enter an approximately 30-year energy prepayment transaction with authority to make any minor clarifying modifications to the contracts and agreements as necessary that do not change the intent or economics of the transaction.
• The Board’s authorization will be subject to the following parameters.
1. The Bonds, issued by CCCFA, will not be guaranteed obligations of SVCE but will be limited obligations of CCCFA payable solely from the revenues and other amounts pledged under the Indenture as the Trust Estate, including amounts owed by SVCE under the Power Supply Contract.
2. The aggregate principal amount of the Bonds shall not exceed $1,000,000,000.
3. The energy savings to SVCE under the Power Supply Contract for the initial Reset Period, including the Annual Refund (as defined in the Power Supply Contract), shall be at least 8 percent.
Item 3
PRESENTATION
6 Item 3
PRESENTATION
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Item 3
PRESENTATION
Agreements that will be executed by SVCE.
1. Power Supply Contract
Between SVCE and CCCFA
Provides for the sale of clean energy from CCCFA to SVCE
2. Letter Agreement Regarding PPA Assignments
Between SVCE, CCCFA, and Morgan Stanley
Details the terms of assigning PPAs that SVCE has with a current of future energy Supplier
3. Form of Limited Assignment Agreement
Between SVCE, Morgan Stanley, and Third-party Energy Supplier Details the terms of partially assigning SVCE's energy contracts to Morgan Stanley Future PPAs will include this agreement
4. Project Administration Agreement
Between SVCE and CCCFA.
Sets the terms for SVCE to act on behalf of the CCCFA such as scheduling for the energy.
5. Energy Supply/PPA Custodial Agreement
Between SVCE, Morgan Stanley and the Custodian Bank
Specifies the terms on handling cashflows among the parties and making required payments to the Energy/PPA Supplier 8 •
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Item 3
PRESENTATION
© 4. Summary of Transaction Documents - Cont'd
Agreements Executed by CCCFA
1. Prepaid Agreement
Between CCCFA and Morgan Stanley
Details the terms of the prepayment by CCCFA to Morgan Stanley and the flow of energy from Morgan Stanley to CCCFA
2. Trust Indenture
Between CCCFA and the Trustee
Sets forth the terms of bond issuance, the rights of bondholders, and secures the cashflows of CCCFA to ensure principal and interest payments to the bondholders
3. Re-pricing Agreement
Between CCCFA and Morgan Stanley
Sets the terms for remarketing and repricing of bonds at future bond repricing periods and the terms for calculation of future energy price discount that will be offered to SVCE.
4. Commodity Swap Agreement and Related Custodial Agreement Between CCCFA and Swap Counterparty (Morgan Stanley also executes a corresponding agreement with the same swap counterparty)
Converts any index payments by SVCE (variable or floating price) to a fixed price 9 •
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Item 3
PRESENTATION
© 4. Summary of Transaction Documents - Cont'd
Other Document
Preliminary Offering Statement
Used to market the bonds
Provides information on the prepayment transaction including the key terms
Includes background information on SVCE
Formation of SVCE, service area, customers, and sources of clean energy Other information to inform bond holders on the financial and operational strength of the organization
10 Estimated Summary of Transaction Cost
($000)
Green Bond Second Party Opinion (Kestrel Verifiers) 25
Item 3
PRESENTATION
Bond and Tax Counsel: Ballard Spahr
Credit Rating: Moody's
Issuer's Counsel and Disclosure Counsel: Chapman & Cutler LLP Municipal Advisor: Public Financial Advisors LLC
Investment Advisor
Trustee: Bank of New York (BNY)
Trustee Counsel: BNY Counsel
Printing Cost
Contingency/Other
Total COi
Morgan Stanley Underwriting
Underwriters Counsel
Miscellaneous
Total
200
175
42 32
35 3
10 1,052
5,000
115
50 6,217 11
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Item 3
PRESENTATION
© Leverage the First Prepay Structure
Benefit from over two years of effort to execute the first transaction Replicate the first transaction's structure with the same counterparties (except for using the same bond and tax counsel)
Other CCAs have taken or plan to take advantage of market opportunities to execute Prepays Since the execution of our first Prepay in partnership with East Bay Clean Energy (EBCE):
Marin Clean Energy (MCE) executed its first Prepay
EBCE executed its second Prepay
Several other CCAs pursuing their Prepay transactions
CCCFA in October 2022 approved Prepay transactions for Pioneer Community Energy and Clean Power Alliance (CPA)
12 Oct-2020 SVCE Board Authorizes CEO to enter legal service agreements to finalize Prepayment Transaction (Orrick, Herrington & Sutcliffe and Chapman & Cutler LLP)
Nov-2020SVCE provides Prepay Status Report to Finance and Admin Committee Mar-2021SVCE provides Prepay Status Report to Finance and Admin Committee SVCE provides Prepay Status Report to Executive Committee April-2021SVCE Board Approves Participation in the California Community Choice Financing Authority Joint Powers Authority
Aug-2021The Finance and Admin Committee reviews the Prepay Transaction and votes to recommend Board approval. Board authorizes execution of the first Prepay Transaction subject to parameters including that bonds are not obligations of SVCE, size of the bonds, and minimum savings target.
Sept-2021Sept 9, 2021 bonds priced
Jan-2022 Power delivery under Prepay begins
June-2019SVCE presents Prepay Structure Overview Presentation (developed by Goldman Sachs) to Finance and Admin Committee
Aug-2019 SVCE presents a brief verbal update on prepay process to Finance and Admin Committee
Sept-2019SVCE and PFM Financial Advisors provide update on the upcoming RFP process to Finance and Admin Committee
Nov-2019 SVCE provides Prepay RFP Overview to Executive Committee - PFM issues RFP to select Prepay Bank Supplier on behalf of EBCE and SVCE on Nov 12th
- RFP Proposals were due December 5th
Jan-2020 SVCE presents Prepay Structure Overview to Finance and Admin Committee Spring-2020SVCE and EBCE conduct RFP evaluations to select Prepay Bank Supplier July-2020SVCE and EBCE select Morgan Stanley as Prepay Bank Supplier Aug-2020 SVCE provides Prepay Status Report to Finance and Admin Committee Sept-2020SVCE provides Board with Prepay Overview on preparing for a Prepay Transaction
SVCE provides Prepay Status Report to Finance and Admin Committee Item 3
PRESENTATION
© Timeline of SVCE's First Prepay Transaction
13 Details of the First Prepay Transaction
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Item 3
PRESENTATION
Aggregate Principal Bond Amount
Total Bond Proceeds
Municipal Bond Rating
Green Certification
Final Bond Maturity Date
Discount Achieved
Energy Volume Supported by Bond Proceeds
$1,234,720,000 (SVCE and EBCE combined)
$1,475,895,642.5 (SVCE and EBCE combined)
A1
Designated Green Bonds by Kestrel Verifiers
10 years.
After the initial period, bonds will be repriced per the negotiated repricing agreement, and a new discount will be established based on the then prevailing market conditions.
February 1, 2052.
$4.38 per MWh, about 10% of the energy cost of SVCE's 3-year transaction initially assigned into the Prepay.
N$1.9 million per year for SVCE during the initial bond pricing period of ten years.
109 MW, of which SVCE's share is 50 MW (about 11% of load) and EBCE's share is 59 MW for approximately the first ten years of the transaction; after that, the same proportional volume split will be maintained between SVCE and EBCE.
14 First Prepay Transaction Cost Breakdown ($000)
Item 3
PRESENTATION
Bond and Tax Counsel: Orrick, Herrington & Sutcliffe
Credit Rating: Moody's
Issuer's Counsel and Disclosure Counsel: Chapman & Cutler LLP Municipal Advisor: Public Financial Management
Investment Advisor: Public Financial Management Asset Mgmt Trustee: Bank of New York (BNY)
Trustee Counsel: BNY Counsel
Printing Cost
Contingency/Other
Total COi
Morgan Stanley Underwriting
Total
315
310
250
42 32
35 3
10 1,422
6,341
7,763
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Item 3
PRESENTATION
Term: 30-year with bonds repricing every 5-10 years
depending on the optimal spread between taxable
and tax-exempt interest rates.
Process:
1. SVCE partially assigns, using Limited Assignment
Agreement, energy contract to Morgan Stanley
(MS), Prepay Supplier. MS agrees to pay contract
price to energy supplier.
2. CCAs created CCCFA, a separate legal entity that
can issue tax-exempt debt.
3. CCCFA issues non-recourse tax-exempt bonds.
Bonds not guaranteed by SVCE or CCCFA.
Bonds secured by the contractual rights and transaction cashflows; Bonds carry MS credit ratings.
4. CCCFA pays bond proceeds, net of transaction
fees, to MS as prepayment for energy and related
products that MS will provide over the 30-year
term. Executes Prepaid Agreement.
5. SVCE and CCCFA execute Power Supply
Agreement, where SVCE pays CCCFA contract
price less discount for energy delivered by
CCCFA.
6. CCCFA uses payments from SVCE to pay interest
and principal payments to bondholders.
Morgan Stanley
(Bank
Supplier)
Contract
Price
Prepayment $$$
MWhs+ RECs
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Debt
Service
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CCCFA
Contract •Price
Less Discount
MWhs + RECs
Bond •
Proceeds
• MWhs+ RECs
Energy
Supply/PPA
Counterparty
Non-Recourse
Tax-Exempt
Bonds
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Energy Supply/PPA
to be "Partially
Assigned"
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Item 3
PRESENTATION
Goal: Reduce the cost of power purchases
Savings achieved by leveraging SVCE/CCCFA's ability to fund low-cost tax-exempt interest rates Used since the 1990s for natural gas transactions
Over 100 transactions totaling over $55 billion completed in the US Over 95% of them for natural gas
14 prepayments totaling over $8.7 billion completed in California Codified in the US Tax law
Part of the National Energy Policy Act of 2005
Seasoned team of professionals will help to guide, negotiate and structure the transactions. Fees for professionals are contingent on the completion of the deal and paid from the deal proceeds. 17 • Municipal electric and gas utilities (and tax-exempt entities such as CCAs) in the US can prepay for a supply of electricity or natural gas from a taxable (corporate) entity and fund that prepayment with tax-exempt municipal bonds:
o Must sell that commodity to their retail end-users that reside within their traditional service area.
• Prepayment transactions are legal and Codified in US Tax Law: Since first prepayments of natural gas were done in the early 1990’s, the IRS issued rules allowing tax-exempt prepayments and Congress enacted legislation specifically allowing the transactions (National Energy Policy Act of 2005; Section 1327).
Item 3
PRESENTATION
18 1
• Subtitle
New SV Clean Energy
PowerPoint Template
Community Resilience
Program Update
Zoe Elizabeth – Deputy Director of Decarbonization and Grid Innovation Jess Cornejo – Program Specialist in Policy & Government Initiatives November 9, 2022
Item 4
PRESENTATION
2 Provide an update on community energy
resilience grants
Objective
Item 4
PRESENTATION
rA, s1L1coN VALLEY ~ CLEAN ENERGY
3 • The Board approved a $5M investment in
community energy resilience as part of the 2020
Customer Relief and Community Resilience
package in response to COVID-19
• These funds were combined with an existing
allocation of $150K to create a combined total
investment of $5.15M
Program Background
Item 4
PRESENTATION
rA, s1L1coN VALLEY ~ CLEAN ENERGY
4 SVCE’s Role
SVCE supports site-level investments at
critical community sites.
Site-level projects are the "last -mile" of
energy resilience.
They can enhance, but not replace, the grid
reliability responsibilities of PG&E.
Item 4
PRESENTATION
f~, SILICON VALLEY ~ CLEAN ENERGY
5 Investing Over $5M in Community Energy
Resilience
$5.15M
Resilience
Investment
$1.15M Planning
$350K Regional
Planning
$800K
Jurisdiction
Planning Grants
$4M Capital
Project Grants
• Planning grants must be spent by
Dec 2022
• Capex grant funds must be spent
by Dec 2023
Item 4
PRESENTATION
6 COMMUNITY RESILIENCE GRANT STATUS
Item 4
PRESENTATION
7 Your Jurisdiction’s Grant Status
Jurisdiction Grant Details Funds Allocation (Thousand $) Status Location Battery
Storage
Solar EV
Charger Total Committed Remaining
Campbell Planning TBD X $ 240 $ 40 $ 200
Cupertino Planning TBD X $ 255 $ 43 $212
Gilroy Planning TBD $ 314 $ 52 $ 262
Los Altos Planning TBD $ 150 $ 25 $ 125
Los Altos Hills Constructing City Hall X $ 50 $50 $ 0
Los Gatos Constructing Library X $ 215 $215 $ 0
Milpitas Complete Community Center X $ 700 $700 $ 0
Monte Sereno Planning Town Hall X $ 18 $0 $ 18
Morgan Hill Constructing Recreational Center X $ 245 $245 $ 0 Mountain View Constructing Community Center X $ 635 $635 $ 0 Saratoga Complete Traffic Signals X $ 140 $140 $ 0
Sunnyvale Constructing City Hall X X $ 1300 $1300 $ 0
Santa Clara County Planning/Constructing Fire Station X X $ 410 $ 220 $ 190 Item 4
PRESENTATION
8 City of Milpitas – Solar + Battery Project
Community Center and Senior Center – Completed April 2022 • Solar + battery storage system provides backup
power to the buildings during emergency
events
• Allows the buildings to become cooling and
heating centers during extreme weather
events or power shut-offs
• Additional upgrades include:
• Two dual EV charging stations
• Led lighting upgrades
• Smart dashboards to display real time
energy usage data
Item 4
PRESENTATION
9 City of Saratoga – Battery Back -Up Project
• Battery systems installed at all fifteen
intersections
• Street signals will be operational
during a power outage
• Enables signals to be controlled
during evacuations
Location: Saratoga Ave & Bellgrove Circle
Street Light System – Completed May 2022
Item 4
PRESENTATION
10 On-going Support for Your Agency
Resilient Site Selection Tool
• Developed by SVCE and shared with cities
• Identify sites and assess opportunities for
resilience
• 1:1 trainings available
External Funding Opportunities
• The state has committed over $100 million
to community resilience grants
• SVCE identified and shared opportunities
with your staff
• Tools and resources from SVCE's program
will support grant application development
and increase competitiveness
Item 4
PRESENTATION
Parcel Inputs
Removed question regarding natural gas reliability
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11 THANK YOU! svcleanenergy.org
[email protected]
[email protected]
Item 4
PRESENTATION
1 • Subtitle
New SV Clean Energy
PowerPoint Template
Monthly Reach Code
Update
Zoe Elizabeth
November 2022
Item 5
PRESENTATION
2 1. Provide a quick status update
2. Highlight upcoming actions
Objectives
Item 5
PRESENTATION
rA, s1L1coN VALLEY ~ CLEAN ENERGY
3 2022 Building Reach Code Summary
Item 5
PRESENTATION
2022 SVCE Reach Codes
Jurisdiction
Campbell
Cupertino
Gilroy
Los Altos
Los Altos Hills
Los Gatos
Milpitas
Monte Sereno
Morgan Hill
Mountain View
Santa Clara County Unincoporated
Saratoga
Sunnyvale
rA, s1L1coN VALLEY ~ CLEAN ENERGY
Considering All Electric
All Electric
Considering Increase minimum EVCI requirements
Mostly Electric
Mostly Electric
All Electric
Considering All Electric
Considering Mostly Electric
All Electric
All Electric
All Electric
Considering Mostly Electric
All Electric
4 2022 Building Reach Code Summary
Item 5
PRESENTATION
Jurisdiction
Campbell
Cupertino
Gilroy
Los Altos
Los Altos Hills
Los Gatos
Milpitas
Monte Sereno
Morgan Hill
Mountain View
Santa Clara County Unincoporated
Saratoga
Sunnyvale
rA, s1L1coN VALLEY ~ CLEAN ENERGY
0 1
■ All Electric
■ Mostly Electric
■ Increase minimum EVCI requirements
Expanded PV
■ Considering All Electric
■ Considering Mostly Electric
■ Considering Increase minimum EVCI requirements
2 3 4
Count of Policies
5 2022 Count of Reach Code Policies
Item 5
PRESENTATION
rA, s1L1coN VALLEY ~ CLEAN ENERGY
Considering Mostly
Electric
(2)
Considering Increase minimum EVCI
requirements
(6)
Expanded PV
(2)
Mostly Electric
(2)
6 Reach Code Steps Board Member Checklist
• This list can help you
track progress.
• SVCE can provide
technical assistance and
outreach support
throughout the process.
Action
Suggested
Completion
Date
Done?
Attend first meeting w/SVCE staff 2/1/2022
Identify your ideal level of reach
(your goal) 3/31/2022
Confirm appropriate staff are
engaged and aware of your goals
3/31/2022
Confirm council info sessions and
vote sessions are agendized 4/30/2022
Confirm City Manager signed LOI 4/30/2022
Vote 10/31/2022
Item 5
PRESENTATION
7 Jurisdiction
Council
Information
Session
First
Reading
Second
Reading Link to Staff Report
Campbell 10/4 11/1 TBD
Cupertino N/A 10/18 TBD
Gilroy 8/1 11/07 TBD Link to Council Info Session
Los Altos 9/6 11/15 TBD Link to Council Info Session
Los Altos Hills 9/15 10/20 11/17 Link to Council Agenda Packet - Item starts on page 407
Los Gatos 6/7 11/1 11/15 Link to Council Info Session
Milpitas N/A 10/18 12/6
Monte Sereno 9/20 11/1 10/18 Link to Council Info Session Morgan Hill N/A 11/18 11/16
Mountain View N/A 11/1 12/13
Saratoga 9/21 11/2 11/16 Link to Council Info Session
Sunnyvale N/A 10/25 TBD Link to Staff Report
Santa Clara County N/A 11/15 TBD
Item 5
PRESENTATION
8 Thank you! svcleanenergy.org
[email protected]
Item 5
PRESENTATION
9 New Construction Energy Code (Part 6)
• Electric heat pumps are prescribed for:
• Residential HVAC
• Nonresidential – most include one or both of water heating and HVAC, depending on building type
• Residential
• Performance credit for all-electric buildings
• Required higher ventilation rate for gas stoves
• Pre-wiring required for residential dwellings
• Energy storage readiness
• Nonresidential - Solar PV and Battery Storage required The 2022 State Code is Electric Preferred.
Item 5
PRESENTATION
10 Even small gas appliances require a large,
expensive distribution system.
A gas range is not just a gas range. It is the tailpipe of a complex system.
Source: The Gas Index, 2020
Item 5
PRESENTATION
Gas Supply Chain Leaks
t1 OAS
o WELLS
~ 0 t~
0 ~
OAS
PROCESSING
PLANT
OAS TRANSMISSION
PIPELINES
DISTRIBUTION RESIDENTIAL
PIPELINES USERS
11 Reach codes help your community prepare for
the electric future.
Any natural gas appliances installed today becomes a costly stranded assets .
Illustrative example:
Assume 3500 new housing units are built per year for the next three years with gas cooking and gas water heating. A future incentive program to replace these appliances would cost:
• $5.25M for cooktops ($500 incentive)
• $21M for water heaters ($2000 incentive)
Plus: Building all -electric today can be less expensive than building mixed fuel.
Item 5
PRESENTATION
12 Type How it works SVCE Members
Building
Electric
Preferred
Allows mixed-fuel buildings with high energy
performance. Electrification-ready panel and wiring
in mixed-fuel buildings.
2 – Milpitas, Monte Sereno
Mostly-Electric
Water and space heating must be electric,
exemptions for other appliances.Electrification-ready panel and wiring in mixed-fuel buildings. 4 – Campbell (res), Los Altos, Los Altos
Hills (res), Saratoga
All-Electric All appliances must be electric, with very limited exemptions.
5 – County of Santa Clara, Cupertino,
Los Gatos (res), Mountain View,
Sunnyvale
Gas Ban No gas hookup (via municipal ordinance). Limited exceptions. 1 – Morgan Hill
No Reach Meet state code minimum requirements. 1 – Gilroy Six jurisdictions have an all -electric code and six have a code with at least one exception.
Item 5
PRESENTATION
13 2022 Model Reach Codes – New Buildings
Code Approach Benefits Considerations
All-Electric Municipal
Ordinance
• Avoids CEC review and
approval
• Flexible (i.e., time-certain or
existing buildings policies can
be included)
• Avoids triennial cycle
• Must exceed future code updates to
stay relevant (i.e., most effective for
all-electric with limited exceptions)
CALGreen– All-Electric amendment
• Avoids CEC review and
approval
• Requires triennial update or more if
intervening cycle
Model code language for both approaches can be found at BayAreaReachCodes.org Item 5
PRESENTATION
14 In Summary
• Our 2022 model code is all-electric to help our communities to prepare for an all-electric future.
• Member jurisdictions can tailor the codes with exceptions as they deem appropriate.
• The model code includes both an energy code amendment and the municipal ordinance option.
Your efforts matter. We look forward to supporting you.
Item 5
PRESENTATION
15 Member Agency Reach Code Tasks and
Milestones
Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan
LOI
Conduct Outreach
Effective
Vote
Potential CEC Submittals
Define Goals
Agendize
Engage Staff
Define Approach
Write Code Language
Council Info Sessions
Goals and Approach Defined
Reach Codes Agendized
City Manager LOI Signed
Staff Responsibilities Defined
Proposed Code language complete
Outreach conducted
Council informed
Final code language complete
Vote complete , same meeting as
state code adoption
Documentation done
Orange text
indicates a
Boardmember task
Click to add text
Item 5
PRESENTATION