HomeMy WebLinkAbout2022-01-13; Clean Energy Alliance JPA; Resolution 2022-001DocuSign Envelope ID: 647748A1-ECD4-4FCF-A2B7-35FCD4D9E690
CLEAN ENERGY ALLIANCE
RESOLUTION NO. 2022-001
A RESOLUTION OF THE BOARD OF DIRECTORS OF
CLEAN ENERGY ALLIANCE APPROVING AND AUTHORIZING
AN AMENDMENT TO THE REVOLVING CREDIT AGREEMENT WITH
JPMORGAN CHASE BANK, N.A., INCLUDING AN INCREASE IN THE
COMMITMENT AVAILABLE THEREUNDER, A NEW FEE AGREEMENT AND
CERTAIN MATTERS RELATED THERETO
WHEREAS, Clean Energy Alliance ("CEA") is a joint powers authority established on
November 4, 2019, and organized under the Joint Exercise of Powers Act (Government Code
Section 6500 et seq.); and
WHEREAS, CEA now currently includes the following members: the City of Carlsbad,
the City of Del Mar, the City of Solana Beach, the City of Escondido, and the City of San Marcos;
and
WHEREAS, CEA and JPMorgan Chase Bank, N.A. ("JPMorgan") have previously
entered into a Revolving Credit Agreement, dated as of February 3, 2021, as amended by that
certain First Amendment to Revolving Credit Agreement, dated as of February 26, 202l(the
"Revolving Credit Agreement"), including the fee agreement related thereto (the "Prior Fee
Agreement"), which Revolving Credit Agreement is available for general agency purposes and to
provide credit support for future power purchase contracts, and which Revolving Credit
Agreement and Prior Fee Agreement currently allows CEA to borrow cash or to request the
issuance of letters of credit in an aggregate principal amount not to exceed $6,000,000; and
WHEREAS, CEA staff and JPMorgan have been and are negotiating the terms of an
increase in the commitment available under the Revolving Credit Agreement to allow CEA to
borrow cash or to request the issuance of letters of credit in an aggregate principal amount not to
exceed $15,000,000 pursuant to an amendment (the "Amendment") and a new fee agreement (the
"New Fee Agreement") thereto, copies of which Amendment and New Fee Agreement are on file
with the Board of Directors of CEA; and
WHEREAS, the good faith estimates required to be obtained and disclosed with respect
to the increase in the commitment available under the Revolving Credit Agreement and New Fee
Agreement in accordance with Government Code Section 5852.1 are set forth in the report
accompanying this Resolution; and
NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of Clean
Energy Alliance, as follows:
Section I. The foregoing recitals are true and correct.
Section 2. The Board of Directors (the "Board") of the Clean Energy Alliance ("CEA")
hereby approves the Chief Executive Officer, the Chief Financial Officer/Treasurer (including the
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Interim Chief Financial Officer/freasurer) and their designees as authorized representatives of
CEA ( each an "Authorized Representative" and collectively, the "Authorized Representatives") in
connection with the negotiation and execution of the Amendment to increase the amount of the
commitment available under the Revolving Credit Agreement as amended by the Amendment (the
"Amended Revolving Credit Agreement") to $15,000,000, and the New Fee Agreement related
thereto, including such related amendments deemed necessary or advisable by the Authorized
Representative executing the Amendment and the New Fee Agreement to implement the terms of
increase, and any ancillary documents relating thereto.
Section 3. The Board hereby approves each Authorized Representative, acting singly, to
execute and deliver the Amendment, the New Fee Agreement and any related ancillary documents
in substantially the same form presented to the Board of Directors of CEA, with such
modifications, changes, insertions and omissions as may be approved by such Authorized
Representative as in the best interests of CEA, the execution thereof to be conclusive evidence of
such approval.
Section 4. The Board hereby approves each Authorized Representative, acting singly, to
borrow and authorize advances or the issuance of letters of credit from time to time under the
Amended Revolving Credit Agreement in such amounts as in their judgment should be borrowed
and to provide security for the obligations of CEA under the Amended Revolving Credit
Agreement, including, without limitation, a pledge of the net revenues of CEA, and to execute and
deliver any requests or other documents and agreements as such Authorized Representative may,
in her or his discretion, deem reasonably necessary or proper in order to carry into effect the
provisions of the Amended Revolving Credit Agreement and the New Fee Agreement.
Section 5. The Board hereby affirms the prior appointment of Nixon Peabody LLP to act
as special counsel to CEA in connection with the negotiation and execution of the Amended
Revolving Credit Agreement, the New Fee Agreement, and the ancillary documents.
Section 6. The Authorized Representatives, the Interim Board Secretary, and the Interim
Board Clerk and all other appropriate officials of the CEA are hereby authorized and directed to
execute such other agreements, documents and certificates as may be necessary to effect the
purposes of this resolution.
Section 7. The Board hereby approves that all acts, transactions or agreements undertaken,
prior to the adoption of these resolutions by any of the officers of CEA, or their designees, in its
name and for its account in connection with the foregoing matters, are hereby ratified, confirmed
and adopted by CEA.
Section 8. This Resolution shall take effect immediately upon its adoption.
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The foregoing Resolution was approved and adopted this 13th day of January 2022, by the
following vote:
A YES: Inscoe, Acosta, Musgrove, Becker
NOES: None
ABSENT: None
RECUSED: Druker
APPROVED:
Kristi Becker, Chair
ATTEST:
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OocuSlgned by:
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Sheila Cobian, Interim Board Secretary
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