Item 11
VALLEY CLEAN ENERGY ALLIANCE
Staff Report – Item 11
To: Board of Directors
From: Mitch Sears, Executive Officer
Subject: Amendment 8 to Keyes & Fox Agreement regulatory compliance and regulatory advocacy Date: December 12, 2024
______________________________________________________________________________
RECOMMENDATION
Adopt a resolution approving amendment 8 to the Keyes & Fox Agreement for legal services related to regulatory compliance and advocacy.
BACKGROUND & DISCUSSION
The VCE Board has previously authorized the Executive Officer to execute a contract and subsequent contract extensions with Keyes & Fox LLP for legal services related to regulatory compliance and regulatory advocacy. The original contract expired December 31, 2018 with a not to exceed amount of $66,667. Subsequently, the following amendments extending the original contract were approved by the Board:
• Amendment 1: on January 23, 2019 (Resolution 2019-001) provided for a term starting January 1, 2019 expiring December 31, 2019 increasing the total amount not to exceed by an additional $142,600;
• Amendment 2: on February 13, 2020 (Resolution 2020-002) provided for a term starting January 1, 2020 expiring June 30, 2020 increasing the total amount not to exceed by an additional $88,300;
• Amendment 3: on June 11, 2020 (Resolution 2020-017) provided a term starting July 1, 2020 expiring June 30, 2021 increasing the total amount not to exceed by an additional $180,800; • Amendment 4: on June 10, 2021 (Resolution 2021-013) provided a term starting July 1, 2021 expiring June 30, 2022 increasing the total amount not to exceed by an additional $177,000; • Amendment 5: on July 14, 2022 (Resolution 2022-019) provided a term starting July 1, 2022 expiring December 31, 2023 increasing the total amount not to exceed by an additional $287,500. • Amendment 6: on December 14 2023 (Resolution 2023-015) extended the Keyes & Fox contract one (1) year covering the time period of January 1, 2024 through December 31, 2024 and increased the not to exceed amount by an additional $278,000, for a total cumulative amount not to exceed of $1,220,867 since 2018.
• Amendment 7: on May 9, 2024 (Resolution 2024-006) increasing the total amount not to exceed for the demand flexibility docket by an additional $37,000 for 2024 related to AgFIT expansion regulatory requirements without increasing the total not to exceed amount of the Agreement and updated Exhibit D – Payment.
Item 11
The Keyes & Fox contract provides the following scope of services: 1) determine and review regulatory compliance obligations, 2) support VCE staff as its expert regulatory resource and 3) review contracts between VCE and third parties.
In addition to services provided to VCE, Keyes & Fox provides regulatory counsel support to CalCCA and other CCA joint CPUC filings. Since a majority of VCE’s advocacy in proceedings before regulators has been through CalCCA since program launch in 2018, the need for substantial amount of regulatory advocacy for VCE by Keyes & Fox is anticipated to be limited at this time. However, VCE requires continued regulatory counsel support for CPUC filings and regulatory activities specific to VCE (e.g. Resource Adequacy filings, Integrated Resource Plan submissions, etc.). The scope of Keyes & Fox work for VCE is similar to regulatory counsel work required by all individual CCA’s.
Keyes & Fox continues to provide timely and insightful legal advice/guidance on power contract negotiations and regulatory proceedings that helps keep VCE positioned well contractually and in compliance. Based on these factors and competitive rates for services, staff recommends approval of this amendment to extend the contract.
Amendment
The Amendment simplifies the exhibits by combining “Exhibit A – Scope of Services” and “Exhibit D – Payment”, thereby deleting the existing Exhibit D with an updated “Exhibit A – Scopes of Services and Payment”.
The recommended Amendment Eight (8):
• extends the term for two (2) years expiring December 31, 2026; • increases the not to exceed amount by $597,000;
• combines Exhibits A and “D – Payment” and replaces it with “Exhibit A – Scopes of Services and Payment”; and,
• replaces Exhibit “C - Schedule of Services”.
• All other provisions remain unchanged.
FISCAL IMPACT
Monies have been budgeted in VCE’s 2025 Operating budget.
ATTACHMENTS
1. Resolution 2024-XXX including the following exhibits:
a. Eighth (8th) Amendment
b. Exhibit A – Scope of Services and Payment
c. Exhibit C – Schedule of Services
Item 11
VALLEY CLEAN ENERGY ALLIANCE
RESOLUTION NO. 2024-____
A RESOLUTION OF VALLEY CLEAN ENERGY ALLIANCE APPROVING THE EIGHTH (8 TH)
AMENDMENT TO THE KEYES & FOX LLP AGREEMENT FOR REGULATORY COMPLIANCE AND ADVOCACY LEGAL SERVICES AND AUTHORIZING VCE’S EXECUTIVE OFFICER TO
EXECUTE THE AMENDMENT
WHEREAS, the Valley Clean Energy Alliance (“VCE”) was formed as a community choice aggregation agency (“CCA”) on November 16, 2016, under the Joint Exercise of Power Act, California Government Code sections 6500 et seq., among the County of Yolo, and the Cities of Davis and Woodland, to reduce greenhouse gas emissions, provide electricity, carry out programs to reduce energy consumption, develop local jobs in renewable energy, and promote energy security and rate stability in all of the member jurisdictions. The City of Winters, located in Yolo County, was added as a member of VCE and a party to the JPA in December of 2019; and,
WHEREAS, on June 26, 2018 an agreement was entered into between Valley Clean Energy and Keyes & Fox LLP to provide legal services related to regulatory compliance and regulatory advocacy in the amount not to exceed $66,667, expiring December 31, 2018; and WHEREAS, Keyes & Fox LLP also provides regulatory counsel support to CalCCA and other Community Choice Aggregators on joint California Public Utilities Commission filings; and WHEREAS, on January 23, 2019 Amendment One (1) to the Keyes & Fox LLP agreement was approved extending the term through December 31, 2019, refining the previous scope of services and budget for 2019, and increasing the total amount not to exceed by an additional $142,600; and,
WHEREAS, on February 13, 2020 Amendment Two (2) to the Keyes & Fox LLP agreement was approved extending the term through June 30, 2020 to align the contract from a calendar year to a fiscal year (July – June), increasing the total amount not to exceed by an additional $88,300, and updating the scope of work and budget consistent with the contract extension; and, WHEREAS, on June 11, 2020 Amendment Three (3) to the Keyes & Fox LLP agreement was approved extending the term through June 30, 2021, revising the scope of service, and increasing the total amount not to exceed by an additional $180,800; and, WHEREAS, on June 30, 2021 Amendment Four (4) to the Keyes & Fox LLP agreement was approved extending the term through June 30, 2022, revising the scope of services, and increasing the total amount not to exceed by an additional $177,000; and, WHEREAS, on July 14, 2022 Amendment Five (5) to the Keyes & Fox LLP agreement was approved extending the term eighteen (18) months to expire on December 31, 2023 to align with the Budget Calendar Year 2023, revising the scope of services, and increasing the total amount not to exceed by an additional $287,500;
Item 11
WHEREAS, on December 14, 2023 Amendment Six (6) extended the Agreement for one (1) year to expire on December 31, 2024, revises the scope of services, and increases the total amount not to exceed by an additional $278,000 for 2024, or a total cumulative amount not to exceed of $1,220,867;
WHEREAS, Amendment Seven (7) increases the total amount not to exceed for the demand flexibility docket by an additional $37,000 for 2024, without increasing the total not to exceed amount of the Agreement and replaced Exhibit D – Payment to reflect the increase in task; WHEREAS, Amendment Eight (8) extends the Agreement two (2) years; increases the not to exceed amount by $597,000 for a total not to exceed amount of $1,817,867; replaces Exhibits A and C; and deletes Exhibit D.
NOW, THEREFORE, the Board of Directors of the Valley Clean Energy Alliance resolves as follows:
1. Authorizes the VCE Executive Officer, in consultation with VCE’s Legal General Counsel, to finalize, approve and execute on behalf of VCE the Eighth (8th) Amendment to the Keyes & Fox LLC Agreement extending the Agreement two (2) years for a new expiration date of December 31, 2026; increasing the not to exceed amount by $597,00 for a total not to exceed amount of $1,817,867; replaces Exhibits A and C with “Exhibit A – Scope of Services and Payment” and “Exhibit C – Schedule of Services”; deletes Exhibit D – Payment; and, as set forth in Attachment A – Eighth Amendment to the Keyes & Fox LLC Agreement, with any clarifying or clerical revisions requested by the Executive Officer and approved by General Counsel.
PASSED, APPROVED, AND ADOPTED, at a regular meeting of the Valley Clean Energy Alliance, held on the ___ day of _____________ 2024 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
_____________________________________
Lucas Frerichs, VCE Chair
___________________________________
Alisa M. Lembke, VCE Board Secretary
Attachment A: Amendment Eight (8) to Keyes & Fox LLC Agreement Item 11
ATTACHMENT A
EIGHTH (8TH) AMENDMENT TO KEYES & FOX LLC AGREEMENT
VCE —#8 AMENDMENT (Keyes & Fox, LLP)
EIGHTH AMENDMENT
TO THE AGREEMENT FOR CONSULTANT SERVICES
BETWEEN
VALLEY CLEAN ENERGY ALLIANCE
AND
KEYES & FOX LLP
1. Parties and Date.
This Eighth Amendment to the Consultant Services Agreement (“8 th Amendment”), is made
and entered into as of this [__] day of December 2024, by and between Valley Clean Energy Alliance, a Joint Powers Agency, existing under the laws of the State of California with its principal place of business at 604 2nd Street, Davis, California 95616 (“VCE”) and Consultant, Keyes & Fox LLP, a Limited Liability Partnership, with its principal place of business at 580 California Street, 12th Floor, San Francisco, California 94104 (“K&F”). VCE and K&F are sometimes individually referred to as “Party” and collectively as “Parties.”
Recitals.
WHEREAS, On June 26, 2018, VCE and K&F entered into an “Agreement for Consultant Services,” for the purpose of retaining K&F to provide services described in the Agreement. The Agreement was for a term starting May 1, 2018, expiring December 31, 2018, for a total amount not to exceed $66,667.
WHEREAS, On January 23, 2019, the VCE Board of Directors (“Board”) approved Resolution 2019-001 approving Amendment No. One to that Agreement, which provides for a term starting January 1, 2019, and expiring December 31, 2019, increasing the total amount not to exceed by an additional $142,600; on February 13, 2020, the Board approved Resolution 2020-002 approving Amendment No. Two to that Agreement, which provides for a term starting January 1, 2020, and expiring June 30, 2020, increasing the total amount not to exceed by an additional $88,300; on June 11, 2020, the Board approved Resolution 2020-017 approving Amendment No. Three to that Agreement, which provides for a term starting July 1, 2020, and expiring June 30, 2021, increasing the total amount not to exceed by an additional $180,800; on June 10, 2021, the Board approved Resolution 2021-013 approving Amendment No. Four to that Agreement, which provides for a term starting July 1, 2021, and expiring June 30, 2022, increasing the total amount not to exceed by an additional $177,000; on July 14, 2022, the VCE Board approved Resolution 2022-019 approving Amendment No. Five extending the term by eighteen months for an expiration date of December 31, 2023, and increased the not to exceed amount by an additional $287,500; on December 14, 2023, the VCE Board VCE —#8 AMENDMENT (Keyes & Fox, LLP)
approved Resolution 2023-015, approving Amendment No. Six, extending the term by twelve months for an expiration date of December 31, 2024, and increased the not to exceed amount by an additional $287,500 (collectively referred to as “Agreement”); and on May 9, 2024, the VCE Board approved Resolution 2024-006, approving Amendment No. Seven, replacing Exhibit D to Amendment No. Six in its entirety and increasing the not to exceed amount of the Demand Flexibility OIR task from $45,000 to $82,000 with no increase to the total not to exceed amount. Cumulatively, the Agreement to date (up to and including Amendment No. 7) provides that the total not to exceed amount is $1,220,867.
WHEREAS, VCE and K&F now desire to further amend the Agreement to extend the term of the Agreement by two (2) years; add an additional $597,000 to the not to exceed amount of the Agreement; replace Exhibit A and Exhibit C to Amendment No. 6 in their entirety with Exhibits A and C attached hereto; and combine Exhibits A and D to the Agreement.
Now therefore, for good and valuable consideration, the amount and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Amendment. Section 1.4 of the Agreement is hereby amended in its entirety to read as follows:
1.4 Term. The term of this Agreement, which began on May 1, 2018 shall end on December 31, 2026, unless amended as provided in this Agreement, or when terminated as provided in Article 5.
2. Amendment. Section 4.1 of the Agreement is hereby amended in its entirety to read as follows:
4.1 Compensation This is a “time and materials” based agreement. Consultant shall receive compensation, including authorized
reimbursements, for Services rendered under this Agreement at the rates, in the amounts and at the times set forth in Exhibit D. Notwithstanding the provisions of Exhibit D, the total compensation shall not exceed an additional Five Hundred and Ninety-Seven Thousand and no/100 dollars ($597,000), or a total cumulative amount of One Million, Eight Hundred
Seventeen Thousand, Eight Hundred and Sixty-Seven and
no/100 dollars ($1,817,867) without written approval of VCE.
Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3. Amendment. Exhibits A and C of the Agreement are hereby replaced in their entirety by Exhibit A and Exhibit C, respectively, attached hereto, which are incorporated herein.
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4. Amendment. All references to “Exhibit D” in the Agreement are replaced by “Exhibit A”.
Except as amended by this Eighth Amendment, all other provisions of the Agreement will remain in full force and effect.
If any portion of this Eighth Amendment is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
VCE —#8 AMENDMENT (Keyes & Fox, LLP)
SIGNATURE PAGE FOR EIGHTH AMENDMENT TO THE AGREEMENT FOR CONSULTANT SERVICES
BETWEEN VALLEY CLEAN ENERGY ALLIANCE
AND KEYES & FOX LLP
IN WITNESS WHEREOF, the Parties have entered into this Eighth Amendment as of the [__] day of December 2024.
VALLEY CLEAN ENERGY ALLIANCE KEYES & FOX LLP
By: By:
Mitch Sears
Executive Officer Its: Partner__________________
Printed Name: Sheridan Pauker__
APPROVED AS TO FORM:
By:
Inder Khalsa
VCE Attorney
VCE —#8 AMENDMENT (Keyes & Fox, LLP)
1 EXHIBIT A
SCOPE OF SERVICES AND PAYMENT
Subject to adjustments necessary for the do-not-exceed levels related to Tasks 1-5 (“Do-Not-Exceed”) below, all work in 2025 will be performed at the hourly billing rates set forth below as “Keyes & Fox LLP 2026 Hourly Rates”. Historically, rate increases have been between 5-8% per year. “Fee Structure” includes actual do-not-exceed amounts for 2025 and projected DNE amounts for 2026 based on projected hourly rate increases.
Keyes & Fox LLP (“K&F”) will invoice Valley Clean Energy Alliance (“VCE”) monthly. K&F will keep an hourly total of any time spent on VCE matters. K&F invoices will list the matter worked on and provide information on the dates of service, time involved, attorney or other personnel responsible and activity undertaken. Any unpaid amounts after forty-five (45) days will accrue interest at a rate of nine percent (9%) per annum.
All fees for services will be earned as of the time of invoicing.
Expenses, travel time, and time for filing and service are included in the fee structure outlined below unless they are associated with “Extra Work” pursuant to Section 4.5 of this Agreement and, in that case, will be billed at cost (for expenses) or at the billable rates below (for time spent travelling, filing and serving).
VCE —#8 AMENDMENT (Keyes & Fox, LLP)
2 Services Keyes & Fox LLP Will Provide Fee Structure
Task 1: Maintain a calendar of regulatory compliance filing obligations and deadlines and provide a weekly snapshot highlighting upcoming filing dates and responsibilities. The weekly snapshot includes CPUC, CAISO, CEC, CARB, and U.S.
EIA compliance deliverables.
Billed hourly with a
Do-Not-Exceed of
$5,500 in 2025 and
$5,500 in 2026
Task 2: Review compliance filings to ensure they are complete and correct prior to filing. A compliance review will be conducted for the following filings: (1) 2024 & 2025 Annual RPS Compliance Reports; (2) Final Verified Compliance RPS Compliance Report for Period 4; (3) Final 2024 & 2025 and Draft 2025 & 2026 RPS Procurement Plans; (4) D.19-11-016, D.20-12-044, D.21-06-035, D.23-02-040 and additional
reliability procurement compliance requirements and
reporting; (5) Power Content Label Review (October 2025 & 2026); (6) Emission Performance Standard Advice Letter
(February 2025 & 2026); (7) Supplier Diversity Report (March 2025 & 2026); (8) Annual report on vehicle-grid integration strategies pursuant to D.20-12-029 (March 2025 & 2026), (9) Annual Data Privacy Report (April 2025 & 2026), (10) 2025 & 2026 Integrated Energy Policy Report Electricity Resource Planning Forms (August/September 2025 & 2026) and (11)
Annual Load Management Standards reporting to CEC (April 2025 & 2026). Once complete, K&F will submit the above-referenced filings and complete required service to appropriate regulatory authorities on behalf of VCE.
Billed hourly with a
Do-Not-Exceed of
$65,000 in 2025 and
$70,000 in 2026
Task 3: Support VCE staff team as its expert regulatory resource by (i) monitoring key regulatory proceedings (as listed in Exhibit A), notifying VCE in a timely manner of issues arising in those proceedings that will critically impact VCE, and attending monthly Board Meetings to explain such issues, if necessary, and (ii) drafting monthly informational memos for the Board of Directors covering the key regulatory
proceedings and additional proceedings that may have an impact on VCE’s compliance obligations.
Billed hourly with an
annual Do-Not-Exceed
of $55,000 in 2025 and
$60,000 in 2026
VCE —#8 AMENDMENT (Keyes & Fox, LLP)
3 Services Keyes & Fox LLP Will Provide Fee Structure
Task 4: Review contracts entered between VCE and third
parties. PPA negotiations will be billed to separate matters and are not included within this task.
Billed hourly with a
Do-Not-Exceed of
$17,000 in 2025 and
$19,000 in 2026
Task 5: 2025 Integrated Resource Plan (IRP) development, drafting, legal review and filing.
Billed hourly with a
Do-Not-Exceed of
$45,000 in 2025 and
$5,000 in 2026
AgFIT: Represent VCE with respect to its original AgFIT Pilot and the Expanded AgFIT Pilot.
Billed hourly with a
Do-Not-Exceed of
$85,000 in 2025 and
$90,000 in 2026
Miscellaneous: Miscellaneous compliance, advocacy,
research and analysis tasks not otherwise listed above.
Billed hourly with a
Do-Not-Exceed of
$35,000 in 2025 and
$40,000 in 2026
A list of the key regulatory proceedings at the California Public Utilities Commission discussed above is as follows:
Docket Number Subject Matter
R.20-05-003 and
successor
Integrated Resource Planning Rulemakings
R.17-06-026 Power Charge Indifference Adjustment Rulemaking R.11-05-005, R.15-02-
020, R.18-07-003, and
R.24-01-017
RPS Rulemakings
A.21-06-021 PG&E Test Year 2023 Phase I GRC
A.24-09-014 PG&E 2023 Phase II GRC
A.26-XX-XXX PG&E’s Next Phase I GRC
R.23-03-007 Wildfire Fund Non-Bypassable Charge (AB 1054) Rulemakings R.19-11-009, R.21-10-
002 and R.23-10-011
Resource Adequacy Rulemakings (2021-2022, 2023-2024, and 2025- 2026 or equivalent)
A.20-06-011 PG&E Regionalization Application
VCE —#8 AMENDMENT (Keyes & Fox, LLP)
4 Docket Number Subject Matter
A.25-05-XXX, A.26-05-
XXX
PG&E Energy Resource and Recovery Account Forecast Proceeding (2026-2027)
A.22-02-015, A.23-02-
018, A.24-02-XXX, A.25-
02-XXX, A.26-02-XXX
PG&E Energy Resource and Recovery Account Compliance
Proceeding (2021-2025)
R.21-03-011 Provider of Last Resort Rulemaking
R.21-10-001 Safety Culture Assessments
A.24-03-XXX Diablo Canyon Power Plant Extended Operations Cost Forecast proceeding
R.18-12-006 Transportation Electrification
R.19-01-011 Building Decarbonization OIR
R.19-09-009 Microgrids OIR
R.22-07-005 Demand Flexibility
R.22-10-010 CCA BioMAT
R.22-11-013 DER Customer Programs
A.22-09-018 PG&E Asset Transfer
23-LMS-01 CEC Load Management Standards
P.21-07-012 CPSF Municipalization
R.23-01-007 Diablo Canyon
R.23-03-007 Wildfire NBC 2024-2025
R.23-12-008 EV Rates & Infrastructure
R.24-01-018 Energization Timelines
R.24-05-023 Update Safety, Reliability, and Resiliency Rules A.24-10-014 PG&E Billing System Upgrade
Note re Regulatory Advocacy: Since the vast majority of VCE’s advocacy in proceedings before regulators is anticipated to be through CalCCA and others, the need for drafting of motions for party status, pleadings, discovery requests or responses thereto, comments related to compliance filings, or Advice Letters; conducting significant legal or policy research; reviewing or providing feedback to VCE on CalCCA or other CCA joint filings; attending CalCCA-related calls other than the monthly regulatory call; or attending hearings, workshops or meetings with regulators is anticipated to be very limited at this time. To the extent VCE requires such work, that work, and any associated expenses, travel, and time spent filing and serving documents, shall be considered “Extra Work” pursuant to Section 4.5 of this Agreement and invoiced at the hourly rates listed herein.
VCE —#8 AMENDMENT (Keyes & Fox, LLP)
5 K&F and VCE will review the Do-Not-Exceed amounts set forth above upon a request from either VCE or K&F for such a review. Any changes to the Do-Not-Exceed amounts resulting from such review shall not affect the amount of any fees already earned.
VCE —#8 AMENDMENT (Keyes & Fox, LLP)
6 Keyes & Fox LLP 2024 Hourly Rate Sheet
Attorneys
Kevin Fox, Partner 640
Sheridan Pauker, Partner
Tim Lindl, Partner
Jason Keyes, Partner
Mark Valentine, Partner
475/505+
490
430
425
Jake Schlesinger, Partner 440
Scott Dunbar, Partner
Beren Argetsinger, Partner
Nikhil Vijaykar, Partner
Theresa Cho, Of Counsel
400
385
425
615
Julia Kantor, Associate
Andy Ball, Associate
Grant Snyder, Associate
Alexandra Haggarty, Associate
Alissa Greenwald, Associate
410
375
320
400
310
Non-Attorneys
Justin Barnes 240/290*
Miriam Makhyoun 260/290*
Adam Stein
Jason Hoyle
Karin Bosworth
190/220*
190/220*
$175
Alicia Zaloga 140
+ Rates with a plus sign are transactional/compliance rates * Rates with an asterisk are expert witness rates
Travel Policy: Unless special arrangements are made, travel time is billed at the full hourly rate. Every effort will made to work productively on VCE matters during travel.
If work is performed for another client during travel, VCE will not be billed for that time.
All reasonable travel expenses are billable – hotel, airfare, car rental, meals, taxi, public transit, etc.
Work Policy: Reasonable time for filing and service is billed at regular billable rates.
Miscellaneous Expenses Policy: Expenses for postage, photocopying, printing, faxing and other minor expenses directly related to a matter are billable at cost to VCE.
EXHIBIT C
82503.01000\7922616.3
EXHIBIT C
SCHEDULE OF SERVICES
The scope of this contract commences on January 1, 2025 and terminates December 31, 2026. The schedule may be extended by mutual agreement in writing by both parties.