HomeMy WebLinkAbout2021-01-21; Clean Energy Alliance JPA; Resolution 2021-004DocuSign Envelope ID: 4BD7F421-E12F-4489-A705-B883D60B7769
CLEAN ENERGY ALLIANCE
RESOLUTION NO. 2021-004
A RESOLUTION OF THE BOARD OF DIRECTORS OF
CLEAN ENERGY ALLIANCE APPROVING AND AUTHORIZING
THE EXECUTION AND DELIVERY OF A REVOLVING CREDIT AGREEMENT
WITH JPMORGAN CHASE BANK, N.A.
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 currently includes the following members: the City of Carlsbad, the City
of Del Mar, and the City of Solana Beach; and
WHEREAS, CEA has determined the need for a secured revolving line of credit to be
used for general agency purposes and to provide credit support for future power purchase
contracts; and
WHEREAS, CEA staff has and is negotiating the terms of a revolving line of credit with
JPMorgan Chase Bank, N.A. (the "Revolving Credit Agreement"), including the Fee Agreement
related thereto (the "Fee Agreement"), copies of which Revolving Credit Agreement and Fee
Agreement are on file with the Board of Directors of CEA; and
WHEREAS, the Revolving Credit Agreement 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, to be
used for general agency purposes and as further provided in the Revolving Credit Agreement;
and
WHEREAS, the good faith estimates required to be obtained and disclosed with respect
to the Revolving Credit Agreement in accordance with Government Code Section 5852.1 is 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 1. 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 (including the Interim Chief Executive Officer), the
Chief Financial Officer/Treasurer (including the Interim Chief Financial Officer/Treasurer) 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 Revolving Credit Agreement and any ancillary documents relating thereto.
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Section 3. The Board hereby approves each Authorized Representative, acting singly, to
execute and deliver the Revolving Credit Agreement, the Fee Agreement and any such 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
Revolving Credit Agreement in such amounts as in their judgment should be borrowed and to
provide security for the obligations of CEA under the 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 Revolving Credit Agreement.
Section 5. The Board hereby approves the appointment of Nixon Peabody LLP to act as
special counsel to CEA in connection with the negotiation and execution of the Revolving Credit
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 affect 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 passed and adopted this 21st day of January 2021, by the
following vote:
AYES: Vice Chair Bhat-Patel, Chair Becker
NOES: None
ABSENT: None
RECUSED: Member Druker, Alternate Member Worden
APPROVED:
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Kristi Becker, Chair
ATTEST:
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Sheila Cobian, Interim Board Secretary
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