The URL can be used to link to this page

Home My WebLink About2021-01-21; Clean Energy Alliance JPA; ; 01/21/2021 CEA JPA ExhibitsCLEAN ENERGY ALLIANCE Regular Board Meeting January 21, 2021 Hosted by the City of Del Mar CLEAN ENERGY a ALLIANCE Item 7: Adopt Resolution #2021- 004 Approving Credit Agreement with JPMorgan for $6MM Start- Up and Cash Flow Line of Credit Item 7: Credit Agreement with JPMorgan •Recommendation: •Adopt Resolution #2021-004 approving Credit Agreement, in a form substantially as provided, with JPMorgan for $6MM to fund start-up and cash flow needs and authorize the Interim Chief Executive Officer to execute all documents, subject to Special Counsel approval; •Approve Fee Agreement with JPMorgan related to $6MM line of credit and authorize Interim Chief Executive Officer or Interim Chief Financial Officer to execute all documents, subject to General Counsel approval, CLEAN ENERGY ALLIANCE •Item 7: Credit Agreement with 1 JPMorgan •Background: July 8, 2020 July 14, 2020 July 20 2020 July 28, 2020 August 20,2020 November 19, 2020 •December 17, 2020 Approval of credit solution with JPMorgan DATE ACTION February 20, 2020 June 18, 2020 Considered RFP responses for Credit Solution and put selection on hold until June 2020 Considered Credit Solution offers from JP Morgan and River City Bank. Directed staff to reach out to Member Agencies regarding providing guaranty for River City Bank option for $2.5M of a total $4.0M credit solution. City of Solana Beach City Council approved guaranty up to $175,000 City of Carlsbad City Council directed staff to return with to City Council with potential loan to CEA in lieu of providing guaranty City of Del Mar City Council approved guaranty up to $75,000 City of Carlsbad City Council considered loan terms and conditions; did not approve making loan to CEA. CEA Board approved executing promissory note with Calpine Energy Solutions for administrative costs through January 2021 CEA Board authorized negotiations with JPMorgan and River City Bank for credit solution CLEAN ENERGY ALLIANCE Item 7: Credit Agreement s • Estimated Need 12/17/20: • Updated Estimated Need 1/21/21 DESCRIPTION AMOUNT DESCRIPTION AMOUNT Admin Costs February —June 2021 $540,000 $558,360 Adrnin Costs February —June 2021 CAISO Deposit 500,000 CAISO Deposit 500,000 Deposits 245,000 Deposits 385,000 Energy Supply Costs 3,125,848 Energy Supply Costs 2,903,140 Working Capital 589 152 653,500 Calpine Loan Repayment TOTAL FUNDING NEED $5 000.000 500,000 Start-Up Contingency Energy Supply Contingency 500,000 C6 000 000 TOTAL FUNDING NEED CLEAN ENERGY ALLIANCE Item 7: Credit Agreement Cost 11 Estimates Line of Credit Amount 1-Month Libor (as of 1/8/21) Applicable Margin Undrawn Fee (% of Undrawn Amount) Total Cost per Annum Total Cost over Life of Facility Scenario 1 — 75% Utilization Scenario 2 — 100% Utilization $6,000,000 $6,000,000 0.126% 0.126% 3.45% 3.45% 2.15% 2.15% $193,187 $214,583 $1,047,436 $1,154,414 Costs factored into pro-forma Rates to be set to recover financing costs — repaid over 5 years No Recourse to Member Agencies — Fully CEA DEBT CLEAN ENERGY ALLIANCE •Based on Terms Presented to Board 12/17/21 •Establishes Terms & Conditions of Line of Credit Board Questions/Discussion CLEAN ENERGY a ALLIANCE CLEAN ENERGY ALLIANCE Item 8: Consideration of Community Advisory Committee Meeting in February 2021 Item 8: CAC Meeting in February 2021 1 CLEAN ENERGY ALLIANCE •Recommendation: •Reschedule Community Advisory Committee (CAC) from March 2021 to February 2021; or •Approve CAC Special_ Meeting February 2021. •Approve Updated CAC Member terms to be consistent with CAC Policy Item 8: CAC Meeting in February 2021 1 CLEAN ENERGY ALLIANCE •Background: •July16, 2020 - CEA Board Adopted CAC Policy •CEA Board to set CAC Meeting Schedule and Workplan •October 15, 2020 - CEA Board Appointed CAC Members, 2021 Meeting schedule & 2021Workplan MEETING DATE WORK PLAN/TOPICS Overview of Brown Act Requirements and Conflicts of Interest Form 700 Community Choice Aggregation Overview CEA Implementation & Goals Community Outreach Plan to support CEA Implementation CEA FY 21/22 Budget Overview & Goals Overview& Discussion of Member Agency Climate Action Plans & Goals Overview of Programs offered by CCAs throughout the State December 2020 March 2021 June 2021 September 2021 December 2021 •Approved Schedule and Workplan: Item 8: CAC Meeting in February 2021 i CLEAN ENERGY row- ALLIANCE Item 8: CAC Meeting in February 2021 •CAC Member Term Correction: NAME TERM CITY REPRESENTED Lee Haydu 2022 2023 City of Solana Beach Debra Schade 2021 2022 City of Solana Beach Dr. Donald Mosier 2022 2023 City of Del Mar Alan Sweedler 2021 2022 City of Del Mar Pai:e DeCino 2022 2023 City of Carlsbad Seth Krauss 2021 2022 City of Carlsbad Dwight Worden N/A City of Del Mar Board Alternate — CAC Chair CLEAN ENERGY ALLIANCE Item 8: CAC Meeting in February 2021 •CAC Request: •Special. Meeting In February 2021 to provide opportunity to meet 1 prior to customer noticing March 2021 •Purpose of Special. Meeting: •Discuss community outreach plan •Establish subcommittees of to work between February and March meetings to develop recommendation for a community outreach program CLEAN ENERGY • ALLIANCE Item 8: CAC Meeting in February 2021 1 CLEAN ENERGY ALLIANCE •Community Outreach Ran: •CEA Communications team to develop Community Outreach Plan •Due to be presented to CAC in March 2021 for review and final. input •To CEA Board March 2021 Meeting • Board Questions/Discussion CLEAN ENERGY IMINP- ALLIANCE CLEAN ENERGY AL I IANCE Item 9: FY 21/22 Budget Planning I, Item 9: FY 21/22 Budget Planning •Recommendation: •Provide direction regarding FY 2021/22 staff and consulting services for purposes of budget development CLEAN ENERGY ALLIANCE Item 9: FY 21/22 Budget Planning •CEA Administrative, Operational. and Technical. support provided by combination of member agency support and consulting services •Provides flexibility to adjust service levels to meet needs and funds available •CEA has taken a lean approach to administrative costs •Minimize loan funds •Focus on building reserves and Lowest possible rates •Entering next phase of CEA - Operational. beginning May ECNLEERAGNy 2021 ALLIANCE Interim Board Secretary Accounting Services Item 9: FY 21/22 Budget Planning •Services by Member Agencies through reimbursement agreement: SERVICE CITY FY 21/22 FY 2020/21 Services Carlsbad Interim Board Secretary Interim Board Secretary only; Board Clerk for meetings and records CEA to establish its own management records mgmt system Solana Beach Solana Beach staff provides Accounting Services — provides accounting assistance with processing internal controls for issuing payments payments Carlsbad Cities have assisted with broadcasting Posting of agenda; Del Mar and recording of virtual meetings — Assistance with setting up Solana Beach activities are transitioning to CEA council chambers and Communications team; In person broadcasting when in-person meetings would require assistance meeting resume from host city for broadcasting. CLEAN ENERGY ALLIANCE Item 9: FY 21/22 Budget Planning 1 •Administrative Services by Consultants: CONSULTANT SERVICE FY 20/21 NOT TO EXCEED $ TERM Bayshore Consulting Group, Inc. Interim Chief Executive Officer $100,000 Through June 30, 2021; may be extended through mutual agreement Marie Marron Berkuti Interim Chief Financial Officer/Treasurer Total Administrative Support Services Interim Board Clerk $18,000 January—June 2021; may be extend by mutual agreement $10,000 September 2020 — June 30, 2021 CLEAN $128,000 ENERGY ALLIANCE Bayshore Consulting Group •CLEAN ENERGY aisp- ALLIANCE Item 9: FY 21/22 Budget Planning 1 •Technical Support Consultants: CONSULTANT Pacific Energy Advisors - #1 Pacific Energy Advisors - #2 Total Technical Support Services SERVICE Regulatory Compliance, Long-Term Renewable Procurement, Resource Adequacy, Pro Forma Wholesale Power Supply Services; Rate Setting; Energy Risk Management FY 20/21 NOT TO EXCEED $ $283,200 $163,200 $120,000 TERM Through June 30, 2021; may be extended through mutual agreement Through June 30, 2023 — Term contingent on #1 extending through 6/30/23 Item 9: FY 21/22 Budget Planning •Other Operational Support Consultants: CONSULTANT SERVICE FY 20/21 NOT TO EXCEED $ TERM Richards, Watson & Gershon Law General Counsel $120,000 Through June 30, 2021; may be extended through mutual agreement Tosdal, APC Special Counsel — Regulatory $100,000 Through June 30, 2021; may be extended through mutual agreement Tripepi Smith Communications & $92,238 September 2020 — Marketing Services $312,238 June 30, 2021; may be extended Total Lega & Communications Services CLEAN ENERGY ALLIANCE Item 9: FY 21/22 Budget Planning 1 •Additional. Services Needed in 21/22: •Procurement & Contract Administration •Manage energy & non-energy procurement activities •Customer Account Services •Account Management of key accounts •Develop customer programs CLEAN ENERGY ALLIANCE Item 9: FY 21/22 Budget Planning •Next Steps for hiring staff: •Include in FY 21/22 Budget: •Identify Office Needs & Rent Space •Hire recruitment services consultant to develop job descriptions & saLary requirements, manage recruitments •Initial, positions to hire: •Chief Executive Officer •Chief Financial. Officer •Procurement/Contract Administrator •Customer Account Services Coordinator CLEAN ENERGY ALLIANCE Item 9: FY 21/22 Budget Planning 1 •Optional service model through initial. operations: •Continue existing services agreements •Expand to include procurement/contract administration and customer account services •Develop staffing plan in FY 21/22 to meet needs based on final customer base & available funds CLEAN ENERGY ALLIANCE CLEAN ENERGY illar•- ALLIANCE Board Questions/Discussion CLEAN ENERGY ALLIANCE Item Board Outreach Matrix Item 10: Board Outreach Matrix 1 •Recommendation: •Review & Update Clean Energy Alliance Board Outreach Assignments Matrix CLEAN ENERGY ALLIANCE Item 10: Board Outreach Matrix Potential New Member Board/Alternate Contact Staff Contact Escondido San Marcos Vista Oceanside San Diego County Santee Poway El Cajon OC Dana Point San Clemente San Juan Capistrano Lemon Grove National City Mayor Hall Board Member Becker/Alternate Board Member Haviland/Alternate Chair Schumacher Jason Haber Greg Wade/Dan King Clem Brown Jason Haber CLEAN ENERGY amp- ALLIANCE Board Questions/Discussion CLEAN ENERGY a ALLIANCE CLEAN ENERGY ALLIANCE Item it CEA Power Supply Product Offerings Item CEA Power Supply. Product Offerings •Recommendation: •Approve CEA Default and Optional. Power Supply Product Offerings to be Available at Launch: •Green Impact - 5o% Renewable Energy Products as default power supply for CEA •Name TBD - 50% Renewable/75% GHG-Free Product as optional default for Member Agencies to select as default power supply •Clean Impact - 100% Renewable Energy Product for Member Agencies to select as default power supply and Opt-up Product for Individual Customers •Provide Direction Regarding Local. Impact Program Offering and Criteria for Customer Eligibility, CLEAN ENERGY ea, IT--1.• ALLIANCE 1 Item it CEA Power Supply Product Offerings •Background: •December 17, 2020 CEA Board Considered Power Supply Options: •Green Impact - 50% Renewable Energy Products as default power supply for CEA •Name TBD - 50% Renewable/75% GHG-Free Product as optional default for Member Agencies to select as default power supply •Clean Impact - 100% Renewable Energy Product for Member Agencies to select as default power supply and Opt-up Product for Individual Customers •Local Impact - Minimum Renewable Energy Supply (36% 2021 increasing to 39% in 2022) for eligible customers to opt-down. •Residential CARE/FERA Enrolled Customers CLEAN •Small Businesses ENERGY ALLIANCE Item ii: CEA Power Supply Product I Offerings •Board Direction: •Seek Input from Member Agencies •Carlsbad City Council 01/12/21 •Solana Beach City Council. 01/13/21 •Del Mar City Council 01/19/21 CLEAN ENERGY ALLIANCE I Item n: CEA Power Supply Product Offerings •Carlsbad City Council •Supports: •Green Impact - 50% Renewable Energy Products as default power supply for CEA •Name TBD - 50% Renewable/75% GHG-Free Product as optional default for Member Agencies to select as default power supply •Clean Impact - 100% Renewable Energy Product for Member Agencies to select as default power supply and Opt-up Product for Individual Customers •Does not Support Local Impact CLEAN ENERGY Saaii ALLIANCE Item ii: CEA Power Supply Product Offerings •Solana Beach City Council •Interested in seeing costs to CEA, proposed rates and impact to CEA pro forma for all four options •Del Mar City Council •Keep it simple •Don't offer too many options •Sensitive to customer costs - essential. to affordable product •Local Impact would be going backwards •Concerns of viability CLEAN ENERGY ALLIANCE CLEAN ENERGY ALLIANCE Item it CEA Power Supply Product I Offerings •Next Steps •Power Supply Options to be Analyzed for Impact to CEA Pro Forma •Rates will, be developed for power supply options •Return to Board February 18, 2021 •Develop Customer Notices for Mailing March 2021 Board Questions/Discussion CLEAN ENERGY ALLIANCE