Item 11
1 VALLEY CLEAN ENERGY ALLIANCE
Staff Report – Item 11
TO: Board of Directors
FROM: Mitch Sears, Chief Executive Officer
SUBJECT: Approve updates to Exhibits C – Annual Energy and D – Voting Shares to VCE’s Joint Powers Agreement
DATE: April 9, 2026
RECOMMENDATION
Adopt resolution approving updates to Exhibits C – Annual Energy and D – Voting Shares to VCE’s Joint Exercise of Powers Agreement (JPA Agreement) and authorizing the Chief Executive Officer, in consultation with legal counsel, to take necessary implementation actions.
BACKGROUND & DISCUSSION
On December 12, 2019 the City of Winters became a signatory and party to VCE’s JPA Agreement. Pursuant to the JPA Agreement, each party has a voting share which is determined by dividing the party’s annual energy use by all of the parties’ total annual energy. In February 2022, the completion of enrolling City of Winters customers initiated an update to the JPA. In July 2022 via Resolution 2022-025, Exhibits B (List of Parties), Exhibits C (Annual Energy) and D (Voting Shares) to the JPA Agreement were updated as the Second Amendment. In addition, the Second Amendment allows Exhibits C and D to be modified by the Board without going through a full amendment process to the JPA Agreement. Instead, modifications, such as updates, can be made to Exhibits C and D via resolution. In December 2023 via Resolution 2023- 020, the Third Amendment to the JPA was approved, which adopted a Compensation and Expense Reimbursement Policy.
There is the need to update Exhibits C (Annual Energy) and D (Voting Shares) reflecting 2025 energy usage and voting shares for each of the four (4) jurisdictions: unincorporated Yolo County, and cities of Davis, Woodland and Winters.
CONCLUSION
Per VCE’s Second Amendment to the JPA, Staff is recommending that the VCE Board approve via resolution updated Exhibits C and D and that the Board authorize the Chief Executive Officer, in consultation with legal counsel, to take necessary steps to implement this action.
Attachments
1. Updated Exhibit C – Annual Energy
2. Updated Exhibit D – Voting Shares
3. Resolution 2026-XXX
Resolution 2026-XXX Updating Exhibits C & D to JPA
Approved Month Day, Year
Attachment 1
EXHIBIT C
ANNUAL ENERGY USE / VOTING SHARES
Unincorporated Yolo County 204,336,463 kWh
Davis 189,323,505 kWh
Woodland 256,120,746 kWh
Winters 22,850,672 kWh
Resolution 2026-XXX Updating Exhibits C & D to JPA
Approved Month Day, Year
Attachment 2
EXHIBIT D
VOTING SHARES
Unincorporated Yolo County 204,336,463 kWh 30.4 votes
Davis 189,323,505 kWh 28.1 votes
Woodland 256,120,746 kWh 38.1 votes
Winters 22,850,627 kWh 3.4 votes
Total 672,631,340 kWh 100
Item 11
VALLEY CLEAN ENERGY ALLIANCE
RESOLUTION NO. 2026 - ___
A RESOLUTION OF THE BOARD OF DIRECTORS OF VALLEY CLEAN ENERGY ALLIANCE APPROVING UPDATES TO EXHIBIT C – ANNUAL ENERGY AND EXHIBIT D – VOTING SHARES
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, under Section 2.4.2 of the Joint Powers Agreement Relating to and Creating the VCE (the “Agreement”), the Board of Directors (“Board”) may allow other cities and counties to become members in the VCE JPA and thereby to participate in VCE’s Community Energy Choice program (the “Program”) provided certain conditions are met; and, WHEREAS, pursuant to the JPA Agreement each party has a voting share which is determined by dividing the party’s annual energy use by all of the parties’ total annual energy.
This information is provided in Exhibit C – Annual Energy and Exhibit D – Voting Shares to the Agreement, and is necessary in order for the parties to conduct weighted voting by voting shares pursuant to Section 3.7 of the Agreement; and,
WHEREAS, Section 3.7.1 and 3.7.2 of the Agreement provide that Exhibits C and D of the Agreement shall be revised no less than annually as necessary to account for changes in the number of parties and changes to the parties’ annual energy use; and, WHEREAS, in July 2022, the Board, Cities of Davis, Woodland and Winters, and Yolo County approved the Second Amendment to the JPA allowing Exhibits C and D, “Annual Energy” and “Voting Shares”, respectively, to be modified by the Board without going through a full amendment process; and,
WHEREAS, VCE desires to update Exhibits C and D to reflect changes to the parties’ annual energy use and voting shares.
NOW, THEREFORE, the Board of Directors of the Valley Clean Energy Alliance resolve as follows:
1. Exhibit C of the Agreement is hereby replaced in its entirety by Exhibit C as attached hereto.
Item 11
2. Exhibit D of the Agreement is hereby replaced in its entirety by Exhibit D as attached hereto.
PASSED, APPROVED, AND ADOPTED, at a regular meeting of the Valley Clean Energy Alliance, held on the ___ day of _________ 2026, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
___________________________
Jesse Loren, VCE Chair
______________________________
Alisa M. Lembke, VCE Board Secretary
Attachments:
1. Exhibit C – Annual Energy
2. Exhibit D – Voting Shares