HomeMy WebLinkAbout2019-10-08; City Council; Resolution 2019-197RESOLUTION NO. 2019-197
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD
APPROVING AND AUTHORIZING THE EXECUTION OF THE JOINT
EXERCISE OF POWERS AGREEMENT CREATING THE CLEAN ENERGY
ALLIANCE, A COMMUNITY CHOICE AGGREGATION JOINT POWERS
AUTHORITY
WHEREAS, Section 6500 et seq. of the Government Code authorizes the joint exercise by
two or more public agencies of any power common to them as a Joint Powers Authority ("JPA");
and
WHEREAS, Public Utilities Code Section 366.2(c)(12) specifically authorizes two or more
cities, counties or a combination of two or more cities and counties to conduct a community
choice aggregation (CCA) program through the creation of a JPA; and
WHEREAS, the creation of a CCA JPA would allow its members to share resources and
jointly provide and achieve the environmental and economic benefits of a CCA program on a
regional basis; and
WHEREAS, the City of Carlsbad desires to enter into a Joint Exercise of Powers
Agreement to establish the Clean Energy Alliance, a CCA JPA along with the Cities of Del Mar,
Santee, Solana Beach and the County of San Diego, and any additional members approved by
the JPA Board in the future.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California as
follows:
1. The Joint Exercise of Powers Agreement Creating the Clean Energy Alliance, a
Community Choice Aggregation Joint Powers Authority (Clean Energy Alliance)
("Agreement") is hereby approved, and the City Manager is authorized to execute the
Agreement in substantially the form attached hereto as Attachment A, together with
minor technical or clerical corrections, if any.
2. Staff is authorized and directed to take such further actions as may be necessary and
appropriate to implement the intent and purposes of this Resolution.
3. This Resolution and the creation of the Clean Energy Alliance is exempt from the
requirements of the California Environmental Quality Act (CEQA), as it involves
organizational and administrative activities of government that will not result in direct
or indirect physical changes on the environment, and therefore is not considered a
"project." (14 Cal. Code Regs.§ 15378(b)(S).)
Oct. 8, 2019 Item #5 Page 8 of 42
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 8th day of October 2019, by the following vote, to wit:
AYES: Hall, Blackburn, Bhat-Patel, Schumacher, Hamilton.
NAYS: None.
ABSENT: None.
(SEAL)
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Oct. 8, 2019 Item #5 Page 9 of 42
Clean Energy Alliance Joint Powers Agreement
Effective: November 4, 2019
Oct. 8, 2019 Item #5 Page 10 of 42
CLEAN ENERGY ALLIANCE JOINT POWERS AGREEMENT
This Joint Powers Agreement (the "Agreement"), effective as of f(pu, l./1t!}Ol't _, is made by the
Founding Members of the Clean Energy Alliance and entered into pursuant to the provisions of
Title 1, Division 7, Chapter 5, Article 1 (Section 6500 et seq.) of the California Government
Code relating to the joint exercise of powers among the public agencies set forth in Exhibit B.
RECITALS
1. The Parties are public agencies sharing various powers under California law, including
but not limited to the power to purchase, supply, and aggregate electricity for themselves
and their customers.
2. SB 350, adopted in 2015, mandates a reduction in greenhouse gas emissions to 40 percent
below 1990 levels by 2030 and to 80 percent below 1990 levels by 2050. In 2018, the
State Legislature adopted SB 100, which directs the Renewable Portfolio Standard to be
increased to 60% renewable by 2030 and establishes a policy for eligible renewable
energy resources and zero-carbon resources to supply 100 percent of electricity retail
sales to California end-use customers by 2045.
3. The purposes for the Founding Members (as such term is defined in Exhibit A) entering
into this Agreement include procuring/developing electrical energy for customers in
participating jurisdictions, addressing climate change by reducing energy-related
greenhouse gas emissions, promoting electrical rate price stability and cost savings, and
fostering consumer choice and local economic benefits such as job creation, local energy
programs and local power development. It is the intent of this Agreement to promote the
development and use of a wide range of renewable energy sources and energy efficiency
programs, including but not limited to state, regional, and local solar and wind energy
production and energy storage.
4. The Parties to this Agreement desire to establish a separate public agency, known as the
Clean Energy Alliance ("Authority"), under the provisions of the Joint Exercise of
Powers Act of the State of California (Government Code Section 6500 et seq.) ("Act") in
order to collectively study, promote, develop, conduct, operate, and manage energy
programs.
5. The Founding Members have each adopted an ordinance electing to implement through
the Authority a Community Choice Aggregation program pursuant to California Public
Utilities Code Section 366.2 ("CCA Program"). The first priority of the Authority will be
the consideration of those actions necessary to implement the CCA Program on behalf of
participating jurisdictions.
6. By establishing the Authority, the Parties seek to:
(a) Provide electricity service to residents and businesses located within the
jurisdictional boundaries of the public agencies that are members of the Authority in
a responsible, reliable, innovative, and efficient manner;
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Oct. 8, 2019 Item #5 Page 11 of 42
(b) Provide electric generation rates to all ratepayers that are competitive with those
offered by the Investor Owned Utility, San Diego Gas & Electric (SDG&E), for
similar products with a target generation rate at least 2 percent below SDG&E's base
product generation rate;
( c) Offer a mix of energy products for standard commodity electric service that provide
a cleaner power portfolio than that offered by SDG&E for similar service and other
options, including a 90 percent and a 100 percent renewable content options in
which communities and customers may "opt-up" and voluntarily participate, with the
ultimate objective of achieving-and sustaining-the Climate Action Plan goals of
the Parties, at competitive rates;
( d) Develop an aggregate electric supply portfolio with overall lower greenhouse gas
(GHG) emissions than SDG&E, and one that supports near-term achievement of the
Parties' greenhouse gas reduction goals and renewable electricity goals;
( e) Promote an energy portfolio that incorporates energy efficiency and demand
response programs and pursues ambitious energy consumption reduction goals;
(f) Pursue the procurement oflocal generation ofrenewable power developed by or
within member jurisdictions with an emphasis on local jobs, where appropriate,
without limiting fair and open competition for projects or programs implemented by
the Authority;
(g) Provide a range of energy product and program options, available to all Parties and
customers, that best serve their needs, their local communities, and support regional
sustainability efforts;
(h) Support low-income households having access to special utility rates including
California Alternative Rates for Energy (CARE) and Family Electric Rate
Assistance (FERA) programs;
(i) Use discretionary program revenues to support the Authority's long-term financial
viability, enhance customer rate stability, and provide all Parties and their customers
with access to innovative energy programs, projects and services throughout the
jurisdiction of the Authority; and
(i) Create an administering Authority that seeks to maximize economic benefits and is
financially sustainable, well-managed and responsive to regional and local priorities.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions
hereinafter set forth, it is agreed by and among the Parties as follows:
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1. DEFINITIONS AND EXHIBITS
1.1 Definitions. Capitalized terms used in this Agreement shall have the meanings
specified in Exhibit A, unless the context requires otherwise.
1.2 Documents Included. This Agreement consists of this document and the
following exhibits, all of which are hereby incorporated into this Agreement:
Exhibit A: Definitions
Exhibit B: List of Founding Members
2. FORMATION OF THE COMMUNITY CHOICE ENERGY AUTHORITY
2.1 Effective Date and Term. This Agreement shall become effective and the
Authority shall exist as a separate public agency on the date this Agreement is
executed by at least three Founding Members after the adoption of the ordinances
required by Public Utilities Code Section 366.2(c)(l2). The Authority shall
provide notice to the Parties of the Effective Date. The Authority shall continue
to exist, and this Agreement shall be effective, until the Agreement is terminated
in accordance with Section 8.4 (Mutual Termination), subject to the rights of the
Parties to withdraw from the Authority under Section 8.1.
2.2 Formation of the Authority. Under the Act, the Parties hereby create a separate
joint exercise of power agency named the Clean Energy Alliance. Pursuant to
Sections 6506 and 6507 of the Act, the Authority is a public agency separate from
the Parties. The jurisdiction of the Authority shall be all territory within the
geographic boundaries of the Parties; however, the Authority may, as authorized
under applicable law, undertake any action outside such geographic boundaries as
is necessary to the accomplishment of its purpose.
2.3 Purpose. The purpose of this Agreement is to establish the Authority, to provide
for its governance and administration, and to define the rights and obligations of
the Parties. This Agreement authorizes the Authority to provide opportunities by
which the Parties can work cooperatively to create economies of scale and
implement sustainable energy initiatives that reduce energy demand, increase
energy efficiency, and advance the use of clean, efficient, and renewable
resources in the region for the benefit of all the Parties and their constituents,
including, but not limited to, establishing and operating a CCA Program.
2.4 Addition of Parties. After the initial formation of the Authority and prior to
October 1, 2020, any incorporated municipality, county, or other public agency
authorized to be a community choice aggregator under Public Utilities Code
Section 331.1 and located within the service territory of SDG&E may become a
member of the Authority if it has completed a positive CCE Feasibility Study,
adopted a CCA ordinance pursuant to Public Utilities Code Section 366.2(c)(l2),
approved and executed this Agreement, and paid or agrees to pay its share of the
Initial Costs pursuant to Section 7.3.2 of this Agreement. Notwithstanding the
foregoing, such public agency may be denied membership in the Authority if the
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Oct. 8, 2019 Item #5 Page 13 of 42
Board determines within 60 days after the submittal of the CCE Feasibility Study
that the addition of the public agency would create an undue risk or financial
burden to the Authority or to the achievement of the CAP goals of the Parties.
On or after October 1, 2020, any incorporated municipality, county, or other
public agency authorized to be a community choice aggregator under Public
Utilities Code Section 331.1 and located within the service territory of SDG&E
may apply to and become a member of the Authority if all the following
conditions are met:
2.4.1 Adoption of a resolution by a two-thirds vote of the entire Board
authorizing membership in the Authority;
2.4.2 Adoption by the proposed member of a CCA ordinance as required by
Public Utilities Code Section 366.2(c)(12) and approval and execution of
this Agreement and other necessary program agreements by the proposed
member;
2.4.3 Payment of a membership fee, if any, as may be required by the Board to
cover Authority costs incurred in connection with adding the new party;
and
2.4.4 Satisfaction of any other conditions established by the Board.
2.5 Continuing Participation. The Parties acknowledge that membership in the
Authority may change by the addition, withdrawal and/or termination of Parties.
The Parties agree to participate with such other Parties as may later be added by
the Board, as described in Section 2.4 (Addition of Parties) of this Agreement.
The Parties also agree that the withdrawal or termination of a Party shall not
affect this Agreement or the remaining Parties' continuing obligations under this
Agreement.
3. POWERS
3.1 General Powers. The Authority shall have the powers common to the Parties
which are necessary or appropriate to the accomplishment of the purposes of this
Agreement, subject to the restrictions set forth in Section 3.4 (Limitation on
Powers) of this Agreement.
3.2 Specific Powers. Specific powers of the Authority shall include, but not be
limited to, each of the following powers, which may be exercised at the discretion
of the Board:
3.2.1 make and enter into contracts;
3.2.2 employ agents and employees, including but not limited to a Chief
Executive Officer;
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Oct. 8, 2019 Item #5 Page 14 of 42
3 .2.3 acquire, own, contract, manage, maintain, and operate any buildings,
public works, improvements or other assets including but not limited to
public electric generation resources;
3.2.4 acquire property for the public purposes of the Authority by eminent
domain, or otherwise, except as limited under Section 6508 of the Act and
Sections 3.6 and 4.12.3 of this Agreement, and to hold or dispose of any
property; provided, however, the Authority shall not exercise the power of
eminent domain within the jurisdiction of a Party without its affirmative
vote under Section 4.12.2;
3.2.5 lease any property;
3.2.6 sue and be sued in its own name;
3.2.7 incur debts, liabilities, and obligations, including but not limited to loans
from private lending sources pursuant to its temporary borrowing powers
authorized by law pursuant to Government Code Section 53850 et seq. and
authority under the Act;
3.2.8 issue revenue bonds and other forms of indebtedness;
3.2.9 apply for, accept, and receive all licenses, permits, grants, loans or other
aids from any federal, state or local public agency;
3 .2.10 form independent corporations or entities, if necessary, to carry out energy
supply and energy conservation programs;
3.2.11 submit documentation and notices, register, and comply with applicable
orders, tariffs and agreements for the establishment and implementation of
the CCA Program and other energy programs;
3.2.12 adopt rules, regulations, policies, bylaws and procedures governing the
operation of the Authority;
3.2.13 make and enter into service agreements relating to the provision of
services necessary to plan, implement, operate and administer the CCA
Program and other energy programs, including the acquisition of electric
power supply and the provision of retail and regulatory support services;
3.2.14 receive revenues from sale of electricity and other energy-related
programs; and
3.2.15 Partner or otherwise work cooperatively with other CCA's on the
acquisition of electric resources, joint programs, advocacy and other
efforts in the interests of the Authority. ·
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3 .3 Additional Powers to be Exercised. In addition to those powers common to
each of the Parties, the Authority shall have those powers that may be conferred
upon it by law and by subsequently enacted legislation.
3.4 Limitation on Powers. As required by Section 6509 of the Act, the powers of
the Authority are subject to the restrictions upon the manner of exercising power
possessed by the City of Solana Beach and any other restrictions on exercising the
powers of the Authority that may be adopted by the Board.
3.5 Obligations of the Authority. The debts, liabilities, and obligations of the
Authority shall not be the debts, liabilities, and obligations of any of the Parties
unless a Party agrees in writing to assume any of the debts, liabilities, and
obligations of the Authority with the approval of its Governing Body, in its sole
discretion. A Party that has not agreed in writing, as duly authorized by its
Governing Body, to assume an Authority debt, liability, or obligation shall not be
responsible in any way for such debt, liability, or obligation, regardless of any
action by the Board. Further, the debts, liabilities and obligations of the City of
Solana Beach related to or arising from its existing CCA program, commonly
known as the Solana Energy Alliance, shall not be the debts, liabilities or
obligations of the Authority or any of the Parties except the City of Solana Beach
unless the Board approves assuming specific contracts entered into by the City of
Solana Beach. Any such contracts assumed by the Authority shall be obligations
of the Authority only and not of any of the Parties. Notwithstanding Sections
4.12.1 and 9 .8 of this Agreement, this Section 3 .5 shall not be amended or its
liability limitations otherwise modified by an amendment to another part of this
Agreement unless such amendment is approved by the Governing Body of each
Party.
3.6 Compliance with Local Zoning and Building Laws. Notwithstanding any other
provisions of this Agreement or state law, any facilities, buildings, structures or
other projects (the "project") developed, constructed or installed or caused to be
developed, constructed or installed by the Authority within the territory of the
Authority (which consists of the territorial jurisdiction of the Parties) shall comply
with the General Plan, zoning, land use regulations, building laws and any
applicable local Coastal Plan of the local jurisdiction within which the project is
located.
3. 7 Compliance with the Political Reform Act and Government Code
Section 1090. The Authority and its officers and employees shall comply with
the Political Reform Act (Government Code Section 81000 et seq.) and
Government Code Section 1090 et seq. The Board shall adopt a Conflict of
Interest Code pursuant to Government Code Section 87300. The Board may
adopt additional conflict of interest regulations in the Operating Policies and
Procedures.
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4. GOVERNANCE
4.1 Board of Directors.
4.1.1 The Governing Body ofthe,Authority shall be a Board of Directors
("Board") consisting of one Director for each Party appointed in
accordance with Section 4.2 (Appointment and Removal of Directors) of
this Agreement.
4.1.2 Each Director must be a member of the Governing Body of the appointing
Party. Each Director shall serve at the pleasure of the Governing Body of
the Party that appointed such Director and may be removed as Director by
such Governing Body at any time. If at any time a vacancy occurs on the
Board, then a replacement shall be appointed to fill the position of the
previous Director within 45 days after the date that position becomes
vacant.
4.1.3 The Governing Body of each Party also shall appoint an alternate to serve
in the absence of the primary Director. The alternate also shall be a
member of the Governing Body of the appointing Party. The alternate
shall have all the rights and responsibilities of the primary Director when
serving in his/her absence.
4.1.4 Any change to the size and composition of the Board other than what is
described in this section shall require an amendment of this Agreement in
accordance with Section 4.12.
4.2 Appointment and Removal of Directors. The Directors shall be appointed and
may be removed as follows:
4.2.1 The Governing Body of each Party shall appoint and designate in writing
one regular Director, who shall be authorized to act for and on behalf of
the Party on matters within the powers of the Authority. The Governing
Body of each Party shall appoint and designate in writing one alternate
Director who may vote on matters when the regular Director is absent
from a Board meeting. The alternate Director may vote on matters in
committee, chair committees, and fully participate in discussion and
debate during meetings. All Directors and alternates shall be subject to the
Board's adopted Conflict of Interest Code.
4.2.2 A Director may be removed by the Board for cause in accordance
with procedures adopted by the Board. Cause shall be defined for the
purposes of this section as follows:
a. Unexcused absences from three consecutive Board meetings.
b. Unauthorized disclosure of confidential information or documents
from a closed session or the unauthorized disclosure of information
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Oct. 8, 2019 Item #5 Page 17 of 42
or documents provided to the Director on a confidential basis and
whose public disclosure may be harmful to the interests of the
Authority.
c. Violation of any ethics policies or code of conduct adopted by the
Board.
Notwithstanding the foregoing, no Party shall be deprived of its right to seat a
Director on the Board and any such Party for which its Director and/or alternate
Director has been removed may appoint a replacement.
4.3 Director Compensation. The Board may adopt by resolution a policy relating to
the compensation or expense reimbursement of its Directors.
4.4 Terms of Office. Each Party shall determine the term of office for its regular and
alternate Director.
4.5 Purpose of Board. The general purpose of the Board is to:
4.5.1 Provide structure for administrative and fiscal oversight;
4.5.2 Retain a Chief Executive Officer to oversee day-to-day operations of the
Authority;
4.5.3 Retain legal counsel;
4.5.4 Identify and pursue funding sources;
4.5.5 Set policy;
4.5.6 Optimize the utilization of available resources; and
4.5.7 Oversee all Committee activities.
4.6 Specific Responsibilities of the Board. The specific responsibilities of the
Board shall be as follows:
4.6.1 Formulate and adopt an annual budget prior to the commencement of the
fiscal year;
4.6.2 Develop and implement a financing and/or funding plan for ongoing
Authority operations and capital improvements, if applicable;
4.6.3 Retain necessary and sufficient staff and adopt personnel and
compensation policies, rules and regulations;
4.6.4 Adopt policies for procuring electric supply and operational needs such as
professional services, equipment and supplies;
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4.6.5 Develop and implement a Strategic Plan to guide the development,
procurement, and integration of renewable energy resources consistent
with the intent and priorities identified in this Agreement;
4.6.6 Establish standing and ad hoc committees as necessary;
4.6. 7 Set retail rates for power sold by the Authority and set charges for any
other category of retail service provided by the Authority;
4.6.8 Wind down and resolve all obligations of the Authority in the event the
Authority is terminated pursuant to Section 8.2;
4.6.9 Conduct and oversee Authority operational audits at intervals not to
exceed three years including review of customer access to Authority
programs and benefits, where applicable;
4.6.10 Arrange for an annual independent fiscal audit;
4.6.11 Adopt such bylaws, rules and regulations necessary or desirable for the
purposes set forth in this Agreement and consistent with this Agreement;
4.6.12 Exercise the Specific Powers identified in Sections 3.2 and 4.6 except as
those which the Board may elect to delegate to the Chief Executive
Officer; and
4.6.13 Discharge other duties as appropriate or necessary under this Agreement
or required by law.
4. 7 Startup Responsibilities. The Authority shall promptly act on the following
matters:
4.7.1 Oversee the preparation of, adopt, and update an implementation plan for
electrical load aggregation pursuant to Public Utilities Code Section
366.2(c)(3);
4.7.2 Prepare a statement of intent for electrical load aggregation pursuant to
Public Utilities Code Section 366.2( c )( 4);
4.7.3 Obtain financing and/or funding as is necessary to support start up and
ongoing working capital for the CCA Program; and
4.7.4 Acquire and maintain insurance in accordance with Section 9.3.
4.8 Meetings and Special Meetings of the Board. The Board shall hold at least four
regular meetings per year, but the Board may provide for the holding of regular
meetings at more frequent intervals. The date, hour, and place of each regular
meeting shall be fixed annually by resolution of the Board. The location of
regular meetings may rotate for the convenience of the Parties, subject to Board
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approval and availability of appropriate meeting space. Regular meetings may be
adjourned to another meeting time. Special meetings of the Board may be called
in accordance with the provisions of Government Code Section 54956. Directors
may participate in meetings telephonically, with full voting rights, only to the
extent permitted by law. Board meeting agendas generally shall be set, in
consultation with the Board Chair, by the Chief Executive Officer appointed by
the Board pursuant to Section 5.5. The Board itself may add items to the agenda
upon majority vote pursuant to Section 4.11.1.
4.9 Brown Act Applicable. All meetings of the Board shall be conducted in
accordance with the provisions of the Ralph M. Brown Act (Government Code
Section 54950, et seq.).
4.10 Quorum. A simple majority of the Directors shall constitute a quorum. No
actions may be taken by the Board without a quorum of the Directors present.
4.11 Board Voting. Except for matters subject to Special Voting under Section 4.12,
Board action shall require the affirmative votes of a majority of the Directors on
the entire Board. The consequence of a tie vote shall be "no action" taken.
4.12 Special Voting.
4.12.1 The affirmative vote of two-thirds of the Directors of the entire Board
shall be required to take any action on the following:
(a) Issuing bonds or other forms of debt;
(b) Adding or removing Parties or removing Directors; and
( c) Amending or terminating this Agreement or adopting or amending
the bylaws of the Authority except as provided in Sections 3.5 and
4.12.3. At least 30 days advance written notice to the Parties shall
be provided for such actions. Such notice shall include a copy of
any proposed amendment to this Agreement or the bylaws of the
Authority. The Authority shall also provide prompt written notice
to all Parties of the action taken and attach the adopted
amendment, resolution or agreement.
4.12.2 An affirmative vote of three-fourths of the entire Board shall be required
to initiate any action for Eminent Domain and no eminent domain action
shall be approved within the jurisdiction of a Party without the affirmative
vote of such Party's Director.
4.12.3 An unanimous vote of the entire Board shall be required to amend the
following provisions in this Agreement:
(a) Section 2.3 (Purpose of Agreement)
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Oct. 8, 2019 Item #5 Page 20 of 42
(b) Section 3.6 (Compliance with Local Zoning)
( c) Sections 4.11 and 4.12 (Voting Requirements)
(d) Section 4.12.2 (Eminent Domain)
(e) Section 6.5 (Power Supply Requirements)
(f) Section 6.6 (Solana Energy Alliance Transition)
5. INTERNAL ORGANIZATION
5.1 Elected and Appointed Officers. For each fiscal year, the Board shall elect a
Chair and Vice Chair from among the Directors and shall appoint a Secretary and
a Treasurer as provided in Government Code section 6505.5. No Director may
hold more than one such office at any time. Appointed officers shall not be
elected officers of the Board.
5.2 Chair and Vice Chair. For each fiscal year, the Board shall elect a Chair and
Vice Chair from among the Directors. The term of office of the Chair and Vice
Chair shall continue for one year, but there shall be no limit on the number of
terms held by either the Chair or Vice Chair. The Chair shall be the presiding
officer of all Board meetings, and the Vice Chair shall serve in the absence of the
Chair. The Chair shall perform duties as may be required by the Board. In the
absence of the Chair, the Vice-Chair shall perform all of the Chair's duties. The
office of the Chair or Vice Chair shall be declared vacant and a new selection
shall be made if: (a) the person serving dies, resigns, or the Party that the person
represents removes the person as its representative on the Board, or (b) the Party
that he or she represents withdraws from the Authority pursuant to the provisions
of this Agreement. Upon a vacancy, the position shall be filled at the next
regular meeting of the Board held after such vacancy occurs or as soon as
practicable thereafter.
5.3 Secretary. The Board shall appoint a qualified person who is not on the Board to
serve as Secretary. The Secretary shall be responsible for keeping the minutes of
all meetings of the Board and all other office records of the Authority. If the
appointed Secretary is an employee of any Party, such Party shall be entitled to
reimbursement for any documented out of pocket costs it incurs in connection
with such employee's service as Secretary of the Authority, and full cost recovery
for any documented hours of service provided by such employee during such
Party's normal working hours.
5.4 Treasurer/Chief Financial Officer and Auditor. The Board of Directors shall
appoint a Treasurer who shall function as the combined offices of Treasurer and
Auditor and shall strictly comply with the statutes related to the duties and
responsibilities specified in Section 6505.5 of the Act. The Treasurer for the
Authority shall be the depository and have custody of all money of the Authority
from whatever source and shall draw all warrants and pay demands against the
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Oct. 8, 2019 Item #5 Page 21 of 42
Authority as approved by the Board. The Treasurer shall cause an independent
audit(s) of the finances of the Authority to be made by a certified public
accountant, or public accountant, in compliance with Section 6505 of the Act.
The Treasurer shall report directly to the Board and shall comply with the
requirements of treasurers of incorporated municipalities. The Board may
transfer the responsibilities of Treasurer to any qualified person or entity as the
law allows at the time. The duties and obligations of the Treasurer are further
specified in Section 7. The Treasurer shall serve at the pleasure of the Board. If
the appointed Treasurer is an employee of any Party, such Party shall be entitled
to reimbursement for any documented out of pocket costs it incurs in connection
with such employee's service as Treasurer of the Authority, and full cost recovery
for any documented hours of service provided by such employee during such
Party's normal working hours.
5.5 Chief Executive Officer. The Board shall appoint a Chief Executive Officer for
the Authority, who shall be responsible for the day-to-day operation and
management of the Authority and the CCA Program. The Chief Executive Officer
may not be an elected member of the Board or otherwise represent any Party to
the Authority. The Chief Executive Officer may exercise all powers of the
Authority, except those powers specifically reserved to the Board, including but
not limited to those set forth in Section 4.6 (Specific Responsibilities of the
Board) of this Agreement or the Authority's bylaws, or those powers which by
law must be exercised by the Board. The Chief Executive Officer may enter into
and execute power purchase agreements and other contracts, in accordance with
criteria and policies established by the Board.
5.6 General Counsel. The Board shall appoint a qualified person to act as the
Authority's General Counsel, who shall not be a member of the Board, or an
elected official or employee of a Party.
5.7 Bonding of Persons Having Access to Property. Pursuant to the Act, the Board
shall designate the public officer or officers or person or persons who have charge
of, handle, or have access to any property of the Authority exceeding a value as
established by the Board, and shall require such public officer or officers or
person or persons to file an official bond in an amount to be fixed by the Board.
5.8 Privileges and Immunities from Liability. All of the privileges and immunities
from liability, exemption from laws, ordinances and rules, all pension, relief,
disability, workers' compensation and other benefits which apply to the activities
of officers, agents or employees of a public agency when performing their
respective functions shall apply to the officers, agents or employees of the
Authority to the same degree and extent while engaged in the performance of any
of the functions and other duties of such officers, agents or employees under this
Agreement. None of the officers, agents or employees directly employed by the
Board shall be deemed, by reason of their employment by the Authority to be
employed by the Parties or by reason of their employment by the Authority, to be
subject to any of the requirements of the Parties.
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Oct. 8, 2019 Item #5 Page 22 of 42
5.9 Commissions, Boards and Committees. The Board may establish any advisory
commissions, boards, and committees as the Board deems appropriate to assist the
Board in carrying out its functions and implementing the CCA Program, related
energy programs, and the provisions of this Agreement. To the extent possible,
the commissions, boards, and committees should have equal representation from
each Party. The Board may establish criteria to qualify for appointment on its
commissions, boards, and committees. The Board may establish rules,
regulations, policies, or procedures to govern any such commissions, boards, or
committees and shall determine whether members shall be entitled to
reimbursement for expenses. The meetings of the commissions, boards, or
committees shall be held in accordance with the requirements of the Ralph M.
Brown Act, as applicable.
6. IMPLEMENTATION ACTION AND AUTHORITY DOCUMENTS
6.1 Preliminary Implementation of the CCA Program.
6.1.1 Enabling Ordinance. In addition to the execution of this Agreement, each
Party shall adopt an ordinance in accordance with Public Utilities Code
Section 366.2( c )( 12) for the purpose of specifying that the Party intends to
implement a CCA Program by and through its participation in the
Authority.
6.1.2 Implementation Plan. The Authority shall secure Board approval of an
Implementation Plan meeting the requirements of Public Utilities Code
Section 366.2 and any applicable Public Utilities Commission regulations,
and consistent with the terms of this Agreement, as soon after the
Effective Date as reasonably practicable but no later than December 31,
2019.
6.2 Authority Documents. The Parties acknowledge and agree that the affairs of the
Authority will be implemented through various documents duly adopted by the
Board through Board resolution or minute action, including but not necessarily
limited to operational procedures and policies, the annual budget, and specific
plans such as a local renewable energy development and integration plan and
other policies defined as the Authority Documents by this Agreement. All such
Authority Documents shall be consistent with and designed to advance the goals
and objectives of the Authority as expressed in this Agreement. The Parties agree
to abide by and comply with the terms and conditions of all such Authority
Documents that may be adopted by the Board, subject to the Parties' right to
withdraw from the Authority as described in Section 8 (Withdrawal and
Termination) of this Agreement.
6.3 Integrated Resource Plan and Regulatory Compliance. The Authority shall
cause to be prepared an Integrated Resource Plan in accordance with California
Public Utilities Commission regulations, and consistent with the terms of this
Agreement, that will ensure the long-term development and administration of a
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Oct. 8, 2019 Item #5 Page 23 of 42
variety of energy programs that promote local renewable resources, conservation,
demand response, and energy efficiency, while maintaining compliance with
other regulatory requirements including the State Renewable Portfolio Standard
(RPS) and customer rate competitiveness.
6.4 Renewable Portfolio Standards. The Authority shall provide its customers
energy primarily from Category 1 and Category 2 eligible renewable resources, as
defined under the California RPS and consistent with the goals of the CCA
Program. The Authority shall avoid the procurement of energy from Category 3
eligible renewable resources (unbundled Renewable Energy Credits or RECs) to
the extent feasible. The Authority's ultimate objective shall be to achieve-and
sustain-a renewable energy portfolio with 100 percent renewable energy
availability and usage, at competitive rates, within the Authority service territory
by no later than 2035, and then beyond.
6.5 Power Supply Requirements. The Authority's power supply base product will
be greater than or equal to 50% qualified renewable resources. The Board shall
establish product options with higher renewable and/or GHG-free content that
each Party may select (such as 75% or 100% renewable content). In no event
will the Authority's power supply base product contain a lesser amount of
renewable resources than the base product provided by SDG&E to its customers.
Power supply options established by the Board will allow each Party the
flexibility to achieve its CAP goals without impeding any other Party from doing
the same.
6.6 Continuation and Transition of City of Solana Beach's Existing CCA
Program. The City of Solana Beach has been operating a CCA program within
its jurisdiction since 2018. The City of Solana Beach shall be permitted to
continue to operate its existing CCA program until the Authority's CCA Program
commences service to customers within the jurisdiction of the City of Solana
Beach. The transition of CCA customers within the City of Solana Beach to the
Authority's CCA Program shall be implemented in accordance with the
Authority's implementation plan approved by the Board and certified by the
CPUC and any policies and requirements established by the Board.
7. FINANCIAL PROVISIONS
7.1 Fiscal Year. The Authority's fiscal year shall be 12 months commencing July 1
and ending June 30. The fiscal year may be changed by Board resolution.
7.2 Depository.
7.2.1 All funds of the Authority shall be held in separate accounts in the name
of the Authority and not commingled with funds of any Party or any other
person or entity.
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Oct. 8, 2019 Item #5 Page 24 of 42
7.2.2 All funds of the Authority shall be strictly and separately accounted for,
and regular reports shall be rendered of all receipts and disbursements, at
least quarterly during the fiscal year. The books and records of the
Authority shall be open to inspection and duplication by the Parties at all
reasonable times. Annual financial statements shall be prepared in
accordance with Generally Accepted Accounting Principles of the United
States of America within 6 months of the close of the fiscal year. The
Board shall contract with a certified public accountant to make an annual
audit of the financial statements of the Authority, which shall be
conducted in accordance with the r_equirements of Section 6505 of the Act.
7.2.3 All expenditures shall be made in accordance with the approved budget
and upon the approval of any officer so authorized by the Board in
accordance with its policies and procedures.
7 .3 Budget and Recovery Costs.
7.3.1 Budget. The initial budget shall be approved by the Board. The Board
may revise the budget from time to time as may be reasonably necessary
to address contingencies and unexpected expenses. All subsequent
budgets of the Authority shall be prepared and approved by the Board in
accordance with its fiscal management policies that should include a
deadline for approval.
7.3.2 Funding oflnitial Costs. The Initial Costs of establishing the Authority
and implementing its CCA Program shall be divided equally among the
Founding Members. In the event that the CCA Program becomes
operational, these Initial Costs paid by the Founding Members shall be
included in the customer charges for electric services to the extent
permitted by law. The Authority may establish a reasonable time period
over which such costs are recovered and reimbursed to the Founding
Members. In the event that the CCA Program does not become
operational, the Founding Members shall not be entitled to any
reimbursement of the Initial Costs they have paid from the Authority or
any Party.
7.3.3 CCA Feasibility and Governance Report Costs. In the event that the CCA
Program becomes operational, any costs incurred by the Parties in
preparing CCA Feasibility or Governance Reports in connection with
establishing the Authority shall be included in the customer charges for
electric services to the extent permitted by law. The Authority may
establish a reasonable time period over which such costs are recovered and
reimbursed to the Parties that incurred such costs. In the event that the
CCA Program does not become operational, no Party shall be entitled to
any reimbursement of these costs from the Authority or any Party.
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Oct. 8, 2019 Item #5 Page 25 of 42
7.3.4 Program Costs. The Parties intend that all costs incurred by the Authority
that are directly or indirectly attributable to the provision of electric or
other services under the CCA Program, including the establishment and
maintenance of various reserve and performance funds, shall be recovered
through appropriate charges to CCA customers receiving such services.
7.3.5 No Requirement for Contributions or Payments. Parties are not required
under this Agreement to make any financial contributions or payments to
the Authority, and the Authority shall have no right to require such a
contribution or payment unless expressly set forth herein (for example, as
provided in Section 2.4.3, with respect to Additional Members, Section
7.3.2 with respect to Initial Costs and Section 8.1, with respect to
Withdrawal), or except as otherwise required by law.
Notwithstanding the foregoing, a Party may voluntarily enter into an
agreement with the Authority to provide the following:
(a) contributions of public funds for the purposes set forth in this
Agreement;
(b) advances of public funds for the purposes set forth in this
Agreement, such advances to be repaid as provided by such written
agreement; or
( c) its personnel, equipment or property in lieu of other contributions
or advances.
No Party shall be required, by or for the benefit of the Authority, to adopt
any local tax, assessment, fee or charge under any circumstances.
7.4 Accounts and Reports. The Treasurer shall establish and maintain such funds
and accounts as may be required by good accounting practice or by any provision
of any trust agreement entered into with respect to the proceeds of any bonds
issued by the Authority. The books and records of the Authority in the hands of
the Treasurer shall be open to inspection and duplication at all reasonable times
by duly appointed representatives of the Parties. The Treasurer, within 180 days
after the close of each fiscal year, shall give a complete written report of all
financial activities for such fiscal year to the Parties. The Treasurer shall
cooperate with all audits required by this Agreement.
7.5 Funds. The Treasurer shall receive, have custody of and/or disburse Authority
funds in accordance with the laws applicable to public agencies and generally
accepted accounting practices, and shall make the disbursements required by this
Agreement in order to carry out any of the purposes of this Agreement.
7.6 Discretionary Revenues. The Board shall establish policies concerning the
expenditure of discretionary revenues. As determined by the Board in such
policies, discretionary revenues may be used to (1) provide programs and develop
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Oct. 8, 2019 Item #5 Page 26 of 42
projects of the Authority or (2) allow Parties to direct funds into qualified
Authority programs and projects, or provide other ratepayer benefits. The Board
shall endeavor to achieve a balanced distribution of program and project benefits
substantially commensurate with each Party's energy load ("balanced
distribution"). The Board shall conduct periodic audits no less than every two
years in order to verify the balanced distribution of program and project benefits
and take any corrective action necessary to achieve or continue to maintain a
balanced distribution.
7.7 Rate Related Programs. The Authority will maintain residential net energy
metering and low-income rate discount programs.
8. WITHDRAWAL AND TERMINATION
8.1 Withdrawal
8.1.1 Withdrawal by Parties. Any Party may withdraw its membership in
the Authority, effective as of the beginning of the Authority's fiscal
year, by giving no less than one year advance written notice of its
election to do so, which _notice shall be given to the Authority and
each Party. The Board, in its discretion, may approve a shorter notice
period on a case by case basis. In addition, a Party may immediately
withdraw its membership in the Authority upon written notice to the
Board at any time prior to the Authority filing its first year-ahead load
forecast with the CPUC that included the Party's load (anticipated to
occur in April 2020) without any financial obligation other than its
share of Initial Costs that shall not be reimbursed and any costs
directly related to the resulting amendment of the Implementation
Plan. Withdrawal of a Party shall require an affirmative vote of the
Party's Governing Body.
8.1.2 Amendment. Notwithstanding Section 8.1.1 (Withdrawal by Parties)
of this Agreement, a Party may withdraw its membership in the
Authority upon approval and execution of an amendment to this
Agreement provided that the requirements of this Section 8.1.2 are
strictly followed. A Party shall be deemed to have withdrawn its
membership in the Authority effective one year ( or earlier if approved
by the Board) after the Board approves an amendment to this
Agreement if the Director representing such Party has provided notice
to the other Directors immediately preceding the Board's vote of the
Party's intention to withdraw its membership in the Authority, should
the amendment be approved by the Board.
8.1.3 Continuing Liability; Further Assurances. A Party that withdraws its
membership in the Authority may be subject to certain continuing
liabilities, as described in Section 8.5 (Continuing Liability; Refund)
of this Agreement, including, but not limited to, power purchase
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Oct. 8, 2019 Item #5 Page 27 of 42
agreements and other Authority contracts and operational obligations.
The withdrawing Party and the Authority shall execute and deliver all
further instruments and documents and take any further action that
may be reasonably necessary, as determined by the Board, to
effectuate the orderly withdrawal of such Party from membership in
the Authority. The Board shall also consider, pursuant to Section
3 .2.12, adoption of a policy that allows a withdrawing Party to
negotiate assignment to the Party of costs of electric power or other
resources procured on behalf of its customers by the Authority upon
its withdrawal. In the implementation of this Section 8.1.3, the
Parties intend, to the maximum extent possible, without
compromising the viability of ongoing Authority operations, that any
claims, demands, damages, or liabilities covered hereunder, be funded
from the rates paid by CCA Program customers located within the
service territory of the withdrawing Party, and not from the general
fund of the withdrawing Party itself.
8.2 Termination of CCA Program. Nothing contained in Section 6 or elsewhere in
this Agreement shall be construed to limit the discretion of the Authority to
terminate the implementation or operation of the CCA Program at any time in
accordance with any applicable requirements of state law.
8.3 Involuntary Termination. This Agreement may be terminated with respect to a
Party for material non-compliance with provisions of this Agreement or Authority
Documents upon a two-thirds vote of the entire Board excluding the vote of the
Party subject to possible termination. Prior to any vote to terminate this
Agreement with respect to a Party, written notice of the proposed termination and
the reason(s) for such termination shall be delivered to the Party whose
termination is proposed at least 30 days prior to the regular Board meeting at
which such matter shall first be discussed as an agenda item. The written notice
of proposed termination shall specify the particular provisions of this Agreement
or the Authority Documents that the Party has allegedly violated. The Party,
subject to possible termination, shall have the opportunity at the next regular
Board meeting to respond to any reasons and allegations that may be cited as a
basis for termination prior to a vote regarding termination. A Party that has had
its membership in the Authority terminated may be subject to certain continuing
liabilities, as described in Section 8.5 (Continuing Liability; Refund) of this
Agreement.
8.4 Mutual Termination. This Agreement may be terminated by mutual agreement
of all the Parties; provided, however, the foregoing shall not be construed as
limiting the rights of a Party to withdraw its membership in the Authority, and
thus terminate this Agreement with respect to such withdrawing Party, as
described in Section 8.1 (Withdrawal) of this Agreement.
8.5 Continuing Liability; Refund. Upon a withdrawal or involuntary termination of
a Party, the Party shall be responsible for any claims, demands, damages, or
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Oct. 8, 2019 Item #5 Page 28 of 42
liabilities attributable to the Party through the effective date of its withdrawal or
involuntary termination, it being agreed that the Party shall not be responsible for
any claims, demands, damages, or liabilities commencing or arising after the
effective date of the Party's withdrawal or involuntary termination.
Notwithstanding the foregoing or any other provisions of this Agreement, such
Party also shall be liable to the Authority for (a) any damages, losses, or costs
incurred by the Authority which result directly from the Party's withdrawal or
termination, including but not limited to costs arising from the resale of capacity,
electricity, or any attribute thereof no longer needed to serve such Party's load;
and (b) any costs or obligations associated with the Party's participation in any
program in accordance with the program's terms, provided such costs or
obligations were incurred prior to the withdrawal of the Party. From and after the
date a Party provides notice of its withdrawal or is terminated, the Authority shall
reasonably and in good faith seek to mitigate any costs and obligations to be
incurred by the withdrawing or terminated Party under this Section through
measures reasonable under the circumstances, provided that this obligation to
mitigate does not impose any obligation on the Authority to transfer any cost or
obligation directly attributable to the membership and withdrawal or termination
of the withdrawing or terminated party to the ratepayers of the remaining
members. Further, the liability of the withdrawing or terminated Party shall be
based on actual costs or damages incurred by the Authority and shall not include
any penalties or punitive charges imposed by the Authority. The Authority may
withhold funds otherwise owing to the Party or may require the Party to deposit
sufficient funds with the Authority, as reasonably determined by the Authority, to
cover the Party's liability for the costs described above. The withdrawing or
terminated Party agrees to pay any such deposit determined by the Authority.
Any amount of the Party's funds held on deposit with the Authority above that
which is required to pay any liabilities or obligations shall be returned to the
Party. In the implementation of this Section 8.5, the Parties intend, to the
maximum extent possible, without compromising the viability of ongoing
Authority operations, that any claims, demands, damages, or liabilities covered
hereunder, be funded from the rates paid by CCA Program customers located
within the service territory of the withdrawing Party, and not from the general
fund of the withdrawing Party itself. The liability of a withdrawing Party under
this Section shall be only to the Authority and not to any other Party.
8.6 Disposition of Authority Assets. Upon termination of this Agreement and
dissolution of the Authority by all Parties, after payment of all obligations of the
Authority, the Board may sell or liquidate Authority property and shall distribute
any remaining assets to the Parties in proportion to the contributions made by the
existing Parties. Any assets provided by a Party to the Authority shall remain the
asset of that Party and shall not be subject to distribution under this section.
9. MISCELLANEOUS PROVISIONS
9 .1 Dispute Resolution. The Parties and the Authority shall make reasonable efforts
to settle all disputes arising out of or in connection with this Agreement. Before
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Oct. 8, 2019 Item #5 Page 29 of 42
exercising any remedy provided by law, a Party or the Parties and the Authority
shall engage in nonbinding mediation in the manner agreed upon by the Party or
Parties and the Authority. The Parties agree that each Party may specifically
enforce this section. In the event that nonbinding mediation is not initiated or does
not result in the settlement of a dispute within 60 days after the demand for
mediation is made, any Party and the Authority may pursue any remedies
provided by law.
9.2 Liability of Directors, Officers, and Employees. The Directors, officers, and
employees of the Authority shall use ordinary care and reasonable diligence in the
exercise of their powers and in the performance of their duties pursuant to this
Agreement. No current or former Director, officer, or employee will be
responsible for any act or omission by another Director, officer, or employee.
The Authority shall defend, indemnify and hold harmless the individual current
and former Directors, officers, and employees for any acts or omissions in the
scope of their employment or duties in the manner provided by Government Code
Section 995 et seq. Nothing in this section shall be construed to limit the defenses
available under the law, to the Parties, the Authority, or its Directors, officers, or
employees. In addition, pursuant to the Act, no Director shall be personally liable
on the Authority's bonds or be subject to any personal liability or accountability
by reason of the issuance of bonds.
9 .3 Insurance and Indemnification of Parties. The Authority shall acquire such
insurance coverage as is necessary to protect the interests of the Authority and the
Parties. The Authority shall defend, indemnify and hold harmless the Parties and
each of their respective governing board members, officers, agents and
employees, from any and all claims, losses, damages, deductibles or self-insured
retentions, costs, fines, penalties, injuries and liabilities of every kind arising
directly or indirectly from the conduct, activities, operations, acts, errors,
omissions or negligence of the Authority or its officers, employees, agents,
contractors, licensees or volunteers.
9.4 No Third Party Beneficiaries. The provisions of this Agreement are for the sole
benefit of the Parties and the Authority and not for the benefit of any other person
or entity. No third party beneficiary shall be created by or arise from the
provisions of this Agreement.
9.5 Notices. Any notice required or permitted to be made hereunder shall be in
writing and shall be delivered in the manner prescribed herein at the principal
place of business of each Party. The Parties may give notice by (1) personal
delivery; (2) e-mail; (3) U.S. Mail, first class postage prepaid, or a faster delivery
method; or (3) by any other method deemed appropriate by the Board.
Upon providing written notice to all Parties, any Party may change the designated
address or e-mail for receiving notice.
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Oct. 8, 2019 Item #5 Page 30 of 42
All written notices or correspondence sent in the described manner will be
deemed given to a party on whichever date occurs earliest: (1) the date of personal
delivery; (2) the third business day following deposit in the U.S. mail, when sent
by "first class" mail; or (3) the date of transmission, when sent by e-mail or
facsimile.
9.6 Successors. This Agreement shall be binding upon and shall inure to the benefit
of the successors of each Party.
9.7 Assignment. Except as otherwise expressly provided in this Agreement, the
rights and duties of the Parties may not be assigned or delegated without the
advance written consent of all of the other Parties, and any attempt to assign or
delegate such rights or duties in contravention of this section shall be null and
void. This Agreement shall inure to the benefit of, and be binding upon, the
approved assigns of the Parties. This section does not prohibit a Party from
entering into an independent agreement with another agency, person, or entity
regarding the financing of that Party's contributions to the Authority, or the
disposition of the proceeds which that Party receives under this Agreement, so
long as such independent agreement does not affect, or purport to affect, the rights
and duties of the Authority or the Parties under this Agreement.
9.8 Amendment. This Agreement may be amended by a written amendment
approved by the Board in accordance with the Special Voting requirements of
Section 4.12.
9.9 Severability. If any one or more of the terms, provisions, promises, covenants, or
conditions of this Agreement were adjudged invalid or void by a court of
competent jurisdiction, each and all of the remaining terms, provisions, promises,
covenants, and conditions of this Agreement shall not be affected thereby and
shall remain in full force and effect to the maximum extent permitted by law.
9.10 Governing Law. This Agreement is made and to be performed in the State of
California, and as such California substantive and procedural law shall apply.
9.11 Headings. The section headings herein are for convenience only and are not to
be construed as modifying or governing the language of this Agreement.
9 .12 Counterparts. This Agreement may be executed in any number of counterparts,
and upon execution by all Parties, each executed counterpart shall have the same
force and effect as an original instrument and as if all Parties had signed the same
instrument. Any signature page of this Agreement may be detached from any
counterpart of this Agreement without impairing the legal effect of any signatures
thereon and may be attached to another counterpart of this Agreement identical in
form hereto but having attached to it one or more signature pages.
The Parties hereto have executed this Joint Powers Agreement establishing the Clean Energy
Alliance.
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Oct. 8, 2019 Item #5 Page 31 of 42
CITY
By:
DATE: \boa~
ATTEST:
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~City Clerk
APPROVED AS TO FORM:
By:
City Attorney
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Oct. 8, 2019 Item #5 Page 32 of 42
By:
DATE: \l /~I 2DI 01
ATTEST:
By: Ash~1~w
APPROVED AS TO FORM:
By:
-23 -
Oct. 8, 2019 Item #5 Page 33 of 42
-
DA TE: _ __;__/ =--/ -__.:_4-_-_:/_L'f ___ _
ATTEST:
By:
APPROVED AS TO FORM:
By:
--~------· ----------
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Oct. 8, 2019 Item #5 Page 34 of 42
Exhibit A: Definitions
"AB 117" means Assembly Bill 117 (Stat. 2002, Ch. 838, codified at Public Utilities Code
Section 366.2), which created Community Choice Aggregation.
"Act" means the Joint Exercise of Powers Act of the State of California (Chapter 5, Division 7,
Title 1 of the Government Code commencing with Section 6500).
"Agreement" means this Joint Powers Agreement.
"Authority" means the Clean Energy Alliance.
"Authority Document(s)" means document(s) duly adopted by the Board by resolution or motion
implementing the powers, functions and activities of the Authority, including but not
limited to the Operating Policies and Procedures, the annual budget, and plans and
policies.
"Board" means the Board of Directors of the Authority.
"Community Choice Aggregation" or "CCA" means an electric service option available to cities,
counties, and other public agencies pursuant to Public Utilities Code Section 366.2.
"CCA Program" means the Authority's Community Choice Aggregation program established,
conducted and operated under Public Utilities Code Section 366.2.
"Days" shall mean calendar days unless otherwise specified by this Agreement.
"Director" means a member of the Board representing a Party appointed in accordance with
Sections 4.1 (Board of Directors) and 4.2 (Appointment and Removal of Directors) of
this Agreement.
"Effective Date" means the date on which the Agreement shall become effective and the
Authority shall exist as a separate public agency, as further described in Section 2.1
(Effective Date and Term) of this Agreement.
"Founding Member" means any jurisdiction that becomes a member of the Authority before
October 1, 2020, as identified in Exhibit B.
"Governing Body" means for any city, its City Council; and for any other public agency, the
equivalent policy making body that exercises ultimate decision-making authority over
such agency.
"Initial Costs" means reasonable and necessary implementation costs advanced by the Founding
Members in support of the formation of the Authority and approved by the Board for
reimbursement, which are (a) directly related to the establishment of the Authority and its
CCA program, and (b) incurred by the Authority or its Members relating to the initial
operation of the Authority, such as the hiring of the executive and operations staff, any
required accounting, administrative, technical and legal services in support of the
Oct. 8, 2019 Item #5 Page 35 of 42
Authority's initial formation activities or in support of the negotiation, preparation and
approval of power purchase agreements, and activities associated with drafting and
obtaining approval of the Authority's implementation plan. Initial Costs do not include
costs associated with the investigation of the CCA model, attendance at routine planning
meetings, or a Party's pre-formation reports related to their decision to pursue CCA or
join the Authority. Initial costs also do not include the costs incurred by the City of
Solana Beach relating to the termination of its CCA program. The Authority Board shall
determine the repayment timing and termination date for the Initial Costs.
"Investor Owned Utilities" means a privately-owned electric utility whose stock is publicly
traded and is subject to CPUC regulation.
"Parties" means, collectively, the signatories to this Agreement that have satisfied the conditions
as defined above for "Founding Members" or in Section 2.4 (Addition of Parties) of this
Agreement, such that they are considered members of the Authority.
"Party" means, singularly, a signatory to this Agreement that has satisfied the conditions as
defined above for "Founding Members" or in Section 2.4 (Addition of Parties) of this
Agreement, such that it is considered a member of the Authority.
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Oct. 8, 2019 Item #5 Page 36 of 42
Exhibit B: List of Founding Members
Any public agency that becomes a member by October 1, 2020
City of Carlsbad
City of Del Mar
City of Solana Beach
Oct. 8, 2019 Item #5 Page 37 of 42