HomeMy WebLinkAboutStaff Report 4.B 12/15/2014 Attachments 3, 4, 5Second Amended and Restated Joint Powers Agreement
Relating to and Creating the
Sonoma Clean Power Authority
By and Among
The County of Sonoma and
The Sonoma County Water Agency
This Second Amended and Restated Joint Powers Agreement ("Agreement"), effective as of July
25, 2013, is made and entered into pursuant to the provisions of Title I, Division 7, Chapter 5,
Article 1 (Sections 6500 et seq.) of the California Government Code relating to thejoint exercise
of powers among the parties set forth in Exhibit B ("Parties"), and supersedes the original Joint
Powers Agreement dated December 4, 2012 and the First Amended and Restated Joint Powers
Agreement dated .lune 25, 2013.
RECITALS
A. The Parties share various powers under California law, including but not limited to the
power to purchase, supply, and aggregate electricity for themselves and customers within
thcirjurisdictions.
B. In 2006, the State Legislature adopted AB 32, the Global Warming Solutions Act, which
mandates a reduction in greenhouse gas emissions in 2020 to 1990 levels. The California
Air Resources Board is promulgating regulations to implement AB 32 which will require
local governments to develop programs to reduce greenhouse gas emissions.
C. 'file purposes for the entering into this Agreement include
a. Reducing greenhouse gas emissions related to the use of power in Sonoma
County and neighboring regions;
b. Providing electric power and other forms of energy to customers at a competitive
cost;
c. Carrying out programs to reduce energy consumption;
d. Stimulating and sustaining the local economy by developing local jobs in
renewable energy; and
e. Promoting long-term electric rate stability and energy security and reliability for
residents through local control of electric generation resources.
D. It is the intent of this Agreement to promote the development and use ora wide range of
renewable energy sources and energy efficiency programs, including but not limited to
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solar, wind. and biomass energy production. The purchase of renewable power and use of
renewable energy credits is intended only as a transitional method to decrease regional
greenhouse gas emissions; local renewable projects are the preferred method.
E. The Parties desire to establish a separate public agency, known as the Sonoma Clean
Power Authority ("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.
The Parties anticipate adopting an ordinance electing to implement through the Authority
a common Community Choice Aggregation program, an electric service enterprise
available to cities, counties, and the Sonoma County Water Agency pursuant to
California Public Utilities Code Sections 331.I(c) and 366.2 ("CCA Program"). The firs)
priority of the Authority will be the consideration of those actions necessary to
implement the CCA Program.
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:
ARTICLE 1: DEFINITIONS AND EXHIBITS
1.1 Definitions. Capitalized terms used in the 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 the Parties and Participants
Exhibit C: Annual Energy Use
Exhibit D: Voting Shares
ARTICLE 2: FORMATION OF SONOMA CLEAN POWER AUTHORITY
2.1 Effective Date and Term.'['his Agreement shall become effective and Sonoma Clean
Power Authority shall exist as a separate public agency on the date this Agreement is executed
by the Parties. 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 this Agreement is
terminated in accordance with Section 7.4, subject to the rights of the Parties to withdraw from
the Authority.
2.2 Formation. There is formed as of the Effective Date a public agency named the Sonoma
Clean Power Authority. Pursuant to Sections 6506 and 6507 of the Act, the Authority is a public
agency separate from the Parties. Pursuant to Sections 6508.1 of the Act, the debts, liabilities or
obligations of the Authority shall not be debts, liabilities or obligations of the individual Parties
unless the governing board of a Party agrees in writing to assume any of the debts, liabilities or
obligations of the Authority. A Party who has not agreed to assume an Authority debt, liability
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or obligation shall not be responsible in any way for such debt, liability or obligation even if a
majority of the Parties agree to assume the debt, liability or obligation of the Authority.
Notwithstanding Section 8.4 of this Agreement, this Section 2.2 may not be amended unless such
amendment is approved by the governing board of each Party.
2.3 Purpose. The purpose of this Agreement is to establish an independent public agency in
order to exercise powers common to each Party to study, promote, develop, conduct, operate,
and manage energy, energy efficiency and conservation, and other energy-rclated programs, and
to exercise all other powers necessary and incidental to accomplishing this purpose. Without
limiting the generality of the foregoing, the Parties intend for this Agreement to be used as a
contractual mechanism by which the Parties and Participants are authorized to participate in the
CCA Program, as further described in Section 5.1. The Parties intend that other agreements shall
define the terms and conditions associated with the implementation of the CCA Program and any
other energy programs approved by the Authority.
2.4 Powers. The Authority shall have all powers common to the Parties and such additional
powers accorded to it by law. The Authority is authorized, in its own name, to exercise all
powers and do all acts necessary and proper to carry out the provisions of this Agreement and
fulfill its purposes, including, but not limited to, each of the following powers, subject to the
voting requirements set forth in Section 4.7 through 4.7.6:
2.4.1 to male and enter into contracts:
2.4.2 to employ agents and employees, including but not limited to a Chief Executive
Officer;
2.4.3 to acquire, contract, manage, maintain, and operate any buildings, infrastructure,
works, or improvements;
2.4.4 to acquire property by eminent domain, or otherwise, except as limited under
Section 6508 of the Act, and to hold or dispose of any properly;
2.4.5 to lease any property;
2.4.6 to sue and be sued in its own name;
2.4.7 to incur debts, liabilities, and obligations, including but not limited to loans from
private lending sources pursuant to its temporary borrowing powers such as Government
Code Sections 53850 et seq. and authority under the Act;
2.4.8 to form subsidiary or independent corporations or entities, if necessary to
carry out energy supply and energy conservation programs at the lowest possible cost or
to take advantage of legislative or regulatory changes;
2.4.9 to issue revenue bonds and other forms of indebtedness;
2.4.10 to apply for, accept, and receive all licenses, permits, grants, loans or other aids
Brom any federal, state, or local public agency;
2.4.1 1 to submit documentation and notices, register, and comply with orders, tariffs and
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agreements for the establishment and implementation of the CCA Program and other
energy programs;
2.4.12 to adopt rules, regulations, policies, bylaws and procedures governing the
operation of the Authority ("Operating Rules and Regulations"); and
2.4.13 to 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.
2.5 Limitation on Powers. As required by Government Code Section 6509, the power of the
Authority is subject to the restrictions upon the manner of exercising power possessed by the
Sonoma County Water Agency.
2.6 Compliance with Local Zoning and Building Laws and CEOA. Unless state or federal
law provides otherwise, any facilities, buildings or structures located, constructed, or caused to
be constructed by the Authority within the territory of the Authority shall comply with the
General Plan, zoning and building laws of the local jurisdiction within which the facilities.
buildings or structures are constructed and comply with the California Environmental Quality
Act (CEQA).
AR'T'ICLE 3: AUTHORITY PARTICIPATION
3.1 Participation in CCA Prouram. The Parties may participate in the CCA Program upon the
adoption of an ordinance required by Public Utilities Code Section 366.2(c)(12). Other
incorporated municipalities and counties ("Participants") may participate in the CCA Program
upon (a) the adoption of a resolution by the governing body of such incorporated municipality or
such county requesting that the incorporated municipality or county, as the case may be, become
a participant in the CCA Program, (b) the adoption, by an affirmative vote of the Board
satisfying the requirements described in Section 4.7.3 (or, if demanded by any Director, 4.7.4),
ora resolution authorizing the participation of the additional incorporated municipality or
county, specifying the participation payment, if any, to be made by the additional incorporated
municipality or county to reflect its pro rata share of organizational, planning, and other pre-
existing expenditures, and describing additional conditions, if any, associated with participation,
(c) the adoption of an ordinance required by Public Utilities Code Section 366 2(c)(12) and
execution of any necessary program agreements by the incorporated municipality or county, (d)
payment of the membership payment, if any, and (e) satisfaction of any conditions established by
the Board.
3.2 Continuing Participation. The Parties acknowledge that participation in the CCA Program
may change by the addition or withdrawal or termination of Participants. The Parties agree to
participate with such other Participants as may later be added, as described in Section 3.1. The
Parties also agree that the withdrawal or termination of a Participant shall not affect this
Agreement or the remaining Parties' or Participants' continuing obligations under this
Agreement.
3.3 Particinants Not Liable for Authority Debts. The debts, liabilities or obligations of the
Authority shall not be debts, liabilities or obligations of the individual Participants unless the
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governing board of a Participant agrees in writing to assume any of the debts, liabilities or
obligations of the Authority. A Participant who has not agreed to assume an Authority debt,
liability or obligation shall not be responsible in any way for such debt, liability or obligation
even if a majority of the Parties and Participants agree to assume the debt, liability or obligation
of the Authority. Notwithstanding Section 8.4 of this Agreement, this Section 3.3 may not be
amended unless such amendment is approved by the governing board of each Participant.
ARTICLE 4: GOVERNANCE AND INTERNAL ORGANIZATION
4.1 Board of Directors. The governing body of the Authority shall be a Board of Directors
("Board"). The Board shall initially consist of five directors appointed by the Sonoma County
Board of Supervisors, and shall upon the addition of additional Participants be comprised as set
forth in Section 4.7. Each Director shall serve at the pleasure of the governing board of the Party
or Participant who appointed such Director, and may be removed as Director by such governing
board at any time. If at any time a vacancy occurs on the Board, a replacement shall be appointed
to fill the position of the previous Director within 90 days of the date that such position becomes
vacant. Directors may be (but need not be) members of the Board of Supervisors or members of
the governing board of any municipality or county electing to participate in the CCA Program.
4.2 uorum. A majority of the Directors shall constitute a quorum, except that less than a
quorum may adjourn from time to time in accordance with law.
4.3 Powers and Functions of the Board. The Board shall exercise general governance and
oversight over the business and activities of the Authority. consistent with this Agreement and
applicable law. 'file Board shall provide general policy guidance to the CCA Program. The
Board shall be required to approve any of the following actions:
a. The issuance of bonds or any other financing even if program revenues are
expected to pay for such financing.
b. The hiring of a Chief Executive Officer and General Counsel.
C. The appointment or removal of an officer.
d. The adoption of the Annual Budget.
C. The adoption of an ordinance.
E The initiation of litigation where the Authority will be the plaintiff, petitioner,
cross complainant or cross petitioner, or intervenor; provided, however, that the Chief
Executive Officer or General Counsel, on behalf of the Authority, may intervene in,
become a party to, or file comments with respect to any proceeding pending at the
California Public Utilities Commission, the Federal Energy Regulatory Commission, or
any other administrative agency, without approval of the Board.
g. The setting of rates for power sold by the Authority and the setting of charges for
any other category of service provided by the Authority.
Termination of the CCA Program.
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4.4 Chief Executive Officer. The Board of Directors 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 exercise all powers of the
Authority, except the powers specifically set Forth in Section 4.3 or those powers which by law
must be exercised by the Board of Directors. The Board of Directors shall approve any
agreement between the Authority and any Party or Participant if the total amount payable under
the agreement and other agreements with the Party or Participant is more than $50,000 in any
fiscal year.
4.5 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, other energy programs and the
provisions of this Agreement which shall comply with the requirements of the Ralph M. Brown
Act. "file Board may establish rules, regulations, policies, bylaws or procedures to govern any
such commissions, boards, or committees, including the Ratepayer Advisory Committee and the
Business Operations Committee, and shall determine whether members shall be compensated or
entitled to reimbursement for expenses.
4.5.1 Ratenaver Advisory Committee. The Board shall establish a Ratepayer Advisory
Committee consisting of seven members, none of whom may be members of the Board.
Three members of the Ratepayer Advisory Committee shall be commercial or industrial
customers and four members shall be residential customers (one of whom shall be a
tenant). Committee members shall represent the interests of the ratepayers. The Board
shall publicize the opportunity to serve on the Ratepayer Advisory Committee, and shall
appoint members of the Ratepayer Advisory Committee from those individuals
expressing interest in serving. Members of the Ratepayer Advisory Committee shall
serve staggered four-year terms (the first term of three of the members [one
commercial/business, two residential] shall be two years, and four years thereafter),
which may be renewed. A member of the Ratepayer Advisory Committee may only be
removed by the Board of Directors by a two-thirds vote as provided in Section 4.7.5.
Each member of the Ratepayer Advisory Committee shall have one vote; a majority of
members shall constitute a quorum; and a majority of a quorum is sufficient for
committee action.
4.5.2 Duties and Powers of Ratenaver Advisory Committee. 'file Ratepayer Advisory
Committee shall have the following duties and powers:
4.5.2.1 Review of Budeet and Rates. The proposed annual budget of the CCA
Program and any rates or charges proposed to be imposed by the Authority for
CCA Program power or services shall be submitted to the Ratepayer Advisory
Committee for review and comment. Following review by the Ratepayer
Advisory Committee orally such matter, the committee shall recommend to the
Board that the matter be approved, approved as amended, or disapproved by the
Board. The recommendation of the Ratepayer Advisory Committee shall be
communicated to the Board and noted on the agenda For the meeting at which the
Board considers the matter. The Board may impose a reasonable deadline for
action on the Ratepayer Advisory Committee as necessary to ensure the timely
setting of rates by the Authority.
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4.5.2.2 Reports to the Board. The Ratepayer Advisory Committee may prepare or
cause to be prepared for presentation to the Board any reports, investigations,
studies, or analyses relating to the Authority or the CCA Program.
4.5.2.3 Placine Matters on Board's Aeenda. The Ratepayer Advisory Committee
may place any matter relating to the Authority or the CCA Program on the
Board's agenda for consideration and possible action.
4.5.2.4 Support for Ratcoaver Advisory Board. The Board shall provide
reasonable and necessary administrative assistance to the Ratepayer Advisory
Committee. The Ratepayer Advisory Committee may enter into contracts as
reasonably necessary to carry out its duties and powers; provided, however, that
(a) the amount payable under any contract cannot exceed $20,000 per year, (b) the
total amount payable under all contracts cannot exceed $50,000 per year, and (c)
the contracts are in a form acceptable to the Authority's Chief Executive Officer
and General Counsel. The Board of Directors may authorize an amount in excess
of these expenditure limits if it finds and determines that it is reasonable and
necessary to do so for the Ratepayer Advisory Committee to perform its
obligations.
4.5.3 Business Onerations Committee. The Board shall establish a Business Operations
Committee to oversee and assist the Chief Executive Officer in implementing the CCA
Program. The Business Operations Committee shall consist of five members appointed
by the Board of Directors, having expertise in one or more of the areas of management,
administration, finance, public contracts, infrastructure development, renewable power
generation, power sales and marketing, or energy conservation. The Business Operations
Committee shall meet no less frequently than bi-monthly. Committee members shall be
appointed to staggered four-year terms (the first term of two of the members shall be two
years, and four years thereafter), which may be renewed. A member of the Business
Operations Committee may be removed by the Board of Directors by majority vote. Each
member of the Business Operations Committee shall have one vote; a majority of
members shall constitute a quorum; and a majority ora quorum is sufficient for
committee action. The Board of Directors shall determine whether the Committee
members shall be compensated or entitled to reimbursement for expenses.
4.5.3.1 Duties of Business Operations Committee. The Business Operations
Committee shall review the operations of the CCA Program. The Business
Operations Committee may request that the Chief Executive Officer provide
information reasonably necessary to such review. The Business Operations
Committee may make recommendations with respect to the operations of the
Authority to the Chief Executive Officer or to the Chair of the Board of Directors.
4.5.3.2 Chief Executive Officer Reports to Business Operations Committee. `file
Chief Executive Officer shall prepare, no later than the 20°i day of each first
month of each Fiscal quarter, a report to the Business Operations Committee on
the operations of the Authority during the preceding fiscal quarter. The report
shall contain information regarding the financial performance of the Authority
during the preceding quarter, the number of accounts served, the amount of power
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delivered, and a narrative description of energy efficiency, energy conservation,
renewable power generation, and other programs carried out by the Authority.
4.5.3.3 Review of Maier Contracts and Capital Proiecls. The Chief Executive
Officer shall submit all proposed contracts and capital projects having a value in
excess of $250,000 to the Business Operations Committee for review and
comment prior to submission to the Board for approval. This requirement shall
not apply if the Chief Executive Officer determines, following consultation with
the General Counsel, that an unforeseen or emergency situation exists such that
execution of a major contract is required before it is feasible to hold a meeting of
the Business Operations Committee to consider the contract.
4.5.3.4 Other Deleeated Powers. The Board of Directors may delegate such
other and further powers and duties to the Business Operations Committee as it
shall determine in its sole discretion.
4.6 Director Compensation. Directors shall serve without compensation from the Authority.
However, Directors may be compensated by their respective appointing authorities. The Board,
however, may adopt by resolution a policy relating to the reimbursement by the Authority of
expenses incurred by Directors.
4.7 Board of Directors Composition noon Participation by Cities or Counties in CCA
Proeram Under Section 3.1. Except as provided in Section 4.7.6, upon the approval of the Board
of the participation orally other incorporated municipality or county (the "Participant" or
"Additional Participant") in the CCA Program pursuant to Section 3. 1. the Additional Participant
shall be entitled to appoint one additional member to the Board of Directors. Each Party or
Participant may appoint an alternate(s) to serve in the absence of its Director(s). Upon such
appointment, the voting shares of Directors and approval requirements for actions of the Board
shall be as follows:
4.7.1. Votine Shares.
Each Director shall have a voting share as determined by the following formula: (Annual
Energy Use/Total Annual Energy) multiplied by 100, where
(a) "Annual Energy Use" means, (i) with respect to the first year following the
Effective Date, the annual electricity usage, expressed in kilowatt hours ("kWh"),
within the Party's or Participant's respective jurisdiction and (i i) with respect to
the period alter the anniversary of the EfFective Date, the annual electricity usage,
expressed in kWh, of accounts within a Party's respective jurisdiction that are
served by the Authority; and
(b) "Total Annual Energy" means the sum of all Parties' and Participants' Annual
Energy Use. The initial values for Annual Energy use are designated in Exhibit C.
and shall be adjusted annually as soon as reasonably practicable after January I,
but no later than March 1 of each year.
(c) The combined voting share of all Directors representing the County of
Sonoma and the Sonoma County Water Agency shall be based upon the annual
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electricity usage within the unincorporated area of Sonoma County.
For purposes of Weighted Voting, if a Party or Participant has more than one director,
then the voting shares allocated to the entity shall be equally divided amongst its
directors.
4.7.2. Exhibit Showine Votive Shares. The initial voting shares are set forth in Exhibit
D. Exhibit D shall be revised no less than annually as necessary to account for changes in
the number of Parties or Participants and changes in the Parties' and Participants' Annual
Energy Use.
4.7.3. Approval Requirements Relatine to CCA Proaram. Except as provided in
Sections 4.7.4 and 4.7.5 below, action of the Board shall require the affirmative vote of a
majority of Directors present at the meeting.
4.7.4. Option for ADDroval by Votine Shares. Notwithstanding Section 4.7.3, any
Director present at a meeting may demand that approval of any matter related to the CCA
Program be determined on the basis of voting shares and by the affirmative vote ora
majority of Directors present at the meeting. If a Director makes such a demand with
respect to approval of any such matter, then approval of such matter shall require the
affirmative vote of a majority of Directors present at the meeting and the affirmative vote
of Directors having a majority of voting shares, as determined by Section 4.7.1 except as
provided in Section 4.7.5.
4.7.5. Special Votine Requirements for Certain Matters
A. Two -Thirds and Weiehted Votine Approval Reuuirements Relatine to
Sections 4.5.1, 7.3, and 8.4. Action of the Board on the matters set forth in Section 4.5.1
(removal of member of Ratepayer Advisory Committee), Section 7.2 (involuntary
termination of a Party or Participant), or Section 8.4 (amendment of this Agreement)
shall require the affirmative vote of at least two-thirds of Directors; provided, however,
that (a) notwithstanding the foregoing, any Director present at the meeting may demand
that the vote be determined on the basis of voting shares and by the affirmative vote of
Directors, and if a Director makes such a demand, then approval shall require the
affirmative vote of at least two-thirds of Directors and the affirmative vote of Directors
having at least two-thirds of the voting shares, as determined by Section 4.7.1; (b) when a
Director has demanded that the vote be determined on the basis of voting shares and by
the affirmative vote of Directors, if any individual Party or Participants voting share
exceeds 33 and the Director(s) for that Party or Participant votes in the negative or
abstains or is absent from the meeting, then at least one other Director representing a
different Party or Participant shall be required to vote in the negative, or the matter shall
be deemed approved; and (c) for votes to involuntarily terminate a [arty or Participant
under Section 7 2, the Director(s) for the Party or Participant subject to involuntary
termination may not vote, and the number of Directors constituting two-thirds of all
Directors, and weighted vote of each Party or Participant, shall be recalculated as if the
Party or Participant subject to possible termination were not a Party or Participant.
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B. Seventv Five Percent Special Velma Requirements for Eminent Domain and
Participant Contributions or Pledge of Assets.
(i) A decision to exercise the power of eminent domain on behalf of the Authority
to acquire any property interest other than an easement, right-of-way, or temporary
construction easement shall require a vote of at least 75% of all Directors.
(ii) The imposition on any Party or Participant of any obligation to make
contributions or pledge assets as a condition of continued participation in the CCA
Program shall require a vote of at least 75% of all Directors and the approval of the
governing boards of the Parties and Participants who are being asked to make such
contribution or pledge.
(iii) Notwithstanding the foregoing, any Director present at the meeting may
demand that a vote under subsections (i) or (ii) be determined on the basis of voting
shares and by the affirmative vote of Directors, and if a Director makes such a demand,
then approval shall require the affirmative vote orat least 75% of Directors and the
affirmative vote of Directors having at least 75% of the voting shares, as determined by
Section 4.7.1, and when a Director has demanded that the vote be determined on the basis
of voting shares and by the affirmative vote of Directors, if any individual Party or
Participant's voting share exceeds 25% and the Director(s) for that Party or Participant
votes in the negative or abstains or is absent from the meeting, then at least one other
Director representing a different Party or Participant shall be required to vote in the
negative, or the matter shall be deemed approved. For purposes of this section,
"imposition on any Party or Participant orally obligation to make contributions or pledge
assets as a condition of continued participation in the CCA Program" does not include
any liabilities or obligations of a withdrawing or terminated party imposed under Section
7.3.
4.7.6. Reduction in Number of Members Appointed by County of Sonoma and Sonoma
Countv Water Aaencv. Upon the approval of the Board of Directors of Additional
Participants in the CCA Program pursuant to Section 3. 1, the number of members of the
Board of Directors appointed to represent the County of Sonoma and the Sonoma County
Water Agency shall be reduced as set forth below:
Total Number of Number of Sonoma County/SC WA Directors
Additional Participants
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6 or more
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Notwithstanding anything in Section 4.7 or Section 4.7.6 to the contrary, however, in the
event that the City of Santa Rosa is one of the Additional Participants, then the City of Santa
Rosa shall be entitled to the same number of Directors on the Board as the County of Sonoma
and the Sonoma County Water Agency.
4.8 Meetings and Soecial 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 by resolution
or ordinance of the Board. Regular meetings may be adjourned to another meeting time. Special
meetings of the Board may be called in accordance with the provisions of California Government
Code Section 54956. Directors may participate in meetings telephonically, with full voting
rights, only to the extent permitted by law. All meetings of the Board, the Ratepayer Advisory
Committee, the Business Operations Committee, or the governing body of any subsidiary entity
or independent corporation established by the Authority shall be conducted in accordance with
the provisions of the Ralph NI. Brown Act (California Government Code Sections 54950 et seq.).
4.9 Selection of Board Officers.
4.9.1 Chair and Vice Chair. The Directors shall select, from among themselves, a Chair,
who shall be the presiding officer of all Board meetings, and a Vice Chair, who shall
serve in the absence of the Chair. 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 office of either 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.
4.9.2 Secretarv. The Board shall appoint a Secretary, who need not be a member of the
Board, who shall be responsible for keeping the minutes of all meetings of the Board and
all other official records of the Authority.
4.9.3 'Treasurer and Auditor. The Sonoma County Auditor -Controller -Treasurer -Tax
Collector shall act as the Treasurer and the Auditor for the Authority. Unless otherwise
exempted From such requirement, the Authority shall cause an independent audit to be
made by a certified public accountant, or public accountant, in compliance with Section
6505 of the Act. The Treasurer shall act as the depositary of the Authority and have
custody of all the money of the Authority, from whatever source, and as such, shall have
all of the duties and responsibilities specified in Section 6505.5 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 person or entity as the law may provide at the time. The duties and obligations of the
Treasurer are rurther specified in Article 6.
4.10 Administrative Services Provider. 'File Board may appoint one or more administrative
services providers to serve as the Authority's agent for planning, implementing, operating and
administering the CCA Program, and any other program approved by the Board, in accordance
with the provisions of a written agreement between the Authority and the appointed
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administrative services provider or providers (an "Administrative Services Agreement"). The
appointed administrative services provider may be one of the Parties. An Administrative
Services Agreement shall set forth the terms and conditions by which the appointed
administrative services provider shall perform or cause to be performed all tasks necessary for
planning, implementing, operating and administering the CCA Program and other approved
programs. The Administrative Services Agreement shall set forth the term of the Agreement and
the circumstances under which the Administrative Services Agreement may be terminated by the
Authority. This section shall not in any way be construed to limit the discretion of the Authority
to hire its own employees to administer the CCA Program or any other program.
ARTICLE 5 IMPLEMENTATION ACTION AND AUTHORITY DOCUNIENI'S
5.1 Preliminary lmnlementation of the CCA Program.
5.1.1 Enabling Ordinance. Except as otherwise provided by Section 3. 1, 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.
5. L2 lmnlementation Plan. The Authority shall cause to be prepared an Implementation
Plan meeting the requirements of Public Utilities Code Section 366.2 and any applicable
Public Utilities Commission regulations as soon after the Effective Date as reasonably
practicable. The Implementation Plan shall not be filed with the Public Utilities
Commission until it is approved by the Board in the manner provided by Section 4.7.3.
5.1.3 Termination of CCA Program. Nothing contained in this Article or 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.
5.2 Authoritv 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. The Parties agree to abide by and comply with the terms and conditions of all
such documents that may be adopted by the Board, subject to the Parties' right to withdraw from
the Authority as described in Article 7.
ARTICLE 6 FINANCIAL PROVISIONS
6.1 Fiscal Year. The Authority's fiscal year shall be 12 months commencing July I and
ending .lune 30. The fiscal year may be changed by Board resolution.
6.2 Depository.
6.2.1 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 Participant or any other person
or entity.
6.2.2 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
Approved July 25, 2013 12
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during the fiscal year. The books and records of the Authority shall be open to inspection
by the Parties and Participants at all reasonable times. 'The Board shall contract with a
certified public accountant or public accountant to make an annual audit of the accounts
and records of the Authority, which shall be conducted in accordance with the
requirements of Section 6505 of the Act.
6.2.3 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 Operating
Rules and Regulations. The Treasurer shal I draw checks or warrants or make payments
by other means for claims or disbursements not within an applicable budget only upon
the prior approval of the Board.
6.3 Budget and Recovery of Costs.
6.3.1 Budget. The initial budget shall be approved by the Board. The Board may revise
the budget from time to time through an Authority Document as may be reasonably
necessary to address contingencies and unexpected expenses. All subsequent budgets of
the Authority shall be approved by the Board in accordance with the Operating Rules and
Regulations.
6.3.2 Pundina of Initial Costs. The Sonoma County Water Agency has funded certain
activities necessary to implement the CCA Program. If the CCA Program becomes
operational, these initial costs paid by the Sonoma County Water Agency shall be
included in the customer charges for electric services as provided by Section 6.3.3 to the
extent permitted by law, and the Sonoma County Water Agency shall be reimbursed from
the payment of such charges by customers of the Authority. Prior to such reimbursement,
the Sonoma County Water Agency shall provide such documentation of costs paid as the
Board may request. The Authority may establish a reasonable time period over which
such costs are recovered. In the event that the CCA Program does not become
operational, the Sonoma County Water Agency shall not be entitled to any
reimbursement of the initial costs it has paid from the Authority or any Party.
6.3.3 CCA Program Costs. 'file Parties desire that all costs incurred by the Authority
that are directly or indirectly attributable to the provision of electric, conservation,
efficiency, incentives, financing, or other services provided under the CCA Program,
including but limited to the establishment and maintenance of various reserves and
performance funds and administrative, accounting, legal, consulting, and other similar
costs, shall be recovered through charges to CCA customers receiving such electric
services, or from revenues from grants or other third -party sources.
AR'T'ICLE 7: WITHDRAWAL AND TERMINATION
7.1 Withdrawal.
7.1.1 Riaht to Withdraw. A Party or Participant may withdraw its participation in the
CCA Program, effective as of the beginning of the Authority's fiscal year, by giving no
less than 6 months advance written notice of its election to do so, which notice shall be
given to the Authority and each Party and Participant Withdrawal of a Party or
Participant shall require an affirmative vote of its governing board.
Approved .lul}, 25, 2013 13
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7.1.2 Right to Withdraw After Amendment. Notwithstanding Section 7.1.1, a Party or
Participant may withdraw its membership in the Authority following an amendment to
this Agreement adopted by the Board which the Party or Participants Director(s) voted
against provided such notice is given in writing within thirty (30) days following the date
of the vote. Withdrawal of a Party or Participant shall require an affirmative vote of its
governing board and shall not be subject to the six month advance notice provided in
Section 7.1.1. In the event of such withdrawal, the Party or Participant shall be subject to
the provisions of Section 7.3.
7.1.3 Continuing Liabilitv: Further Assurances. A Party or Participant that withdraws
its participation in the CCA Program may be subject to certain continuing liabilities, as
described in Section 7.3. The withdrawing Party or Participant 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 or Participant from participation in the CCA Program.
7.2 Involuntary Termination of a Partv or Participant. Participation ora Party or Participant
in the CCA program may be terminated for material non-compliance with provisions of this
Agreement or any other agreement relating to the Party's or Additional Participant's
participation in the CCA Program upon a vote of Board members as provided in Section 4.7.5.
Prior to any vote to terminate participation with respect to a Party or Participant, written notice
of the proposed termination and the reason(s) for such termination shall be delivered to the Party
or Participant 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 other agreement that the
Party or Participant has allegedly violated. The Party or Participant 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 or Participant that has had its participation in the CCA Program terminated
may be subject to certain continuing liabilities, as described in Section 7.3.
7.3 Continuing Liabilitv: Refund. Upon a withdrawal or involuntary termination of a Party or
Participant, the Party or Participant shall remain responsible for any claims, demands, damages,
or liabilities arising from the Party or Participant's membership or participation in the CCA
Program through the date of its withdrawal or involuntary termination, it being agreed that the
Party or Participant shall not be responsible for any liabilities arising after the date of the Party or
Participants withdrawal or involuntary termination. Claims, demands, damages, or liabilities for
which a withdrawing or terminated Party or Participant may remain liable include, but are not
limited to, losses from the resale of power contracted for by the Authority to serve the Party or
Participant's load. With respect to such liability, upon notice by a Participant that it wishes to
withdraw from the program, the Authority shall notify the Party or Participant of the minimum
waiting period under which the Participant would have no costs for withdrawal if the Participant
agrees to stay in the CCA Program for such period. The waiting period will be set to the
minimum duration such that there are no costs transferred to remaining ratepayers. If the Party
or Participant elects to withdraw before the end of the minimum waiting period, the charge for
exiting shall be set at a dollar amount that would offset actual costs to the remaining ratepayers,
and may not include punitive charges that exceed actual costs. In addition, such Party or
Approved July 25. 2013 14
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Participant also shall be responsible for any costs or obligations associated with the Party or
Participant's participation in any program in accordance with the provisions of any agreements
relating to such program provided such costs or obligations were incurred prior to the withdrawa
of the Party or Participant. The Authority may withhold funds otherwise owing to the Party or
Participant or may require the Party or Participant to deposit sufficient funds with the Authority,
as reasonably determined by the Authority and approved by a vote of the Board of Directors, to
cover the Party's or Participants liability for the costs described above. Any amount of the
Party's or Participant'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 or Participant. The liability of any
Party or Participant under this section 7.3 is subject and subordinate to the provisions of Sections
2.2 and 3.3, and nothing in this section 7.3 shall reduce, impair, or eliminate any immunity from
liability provided by Sections 2.2 or 3.3.
7.4 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
Participant to withdraw its participation in the CCA Program, as described in Section 7.1.
7.5 Disnosition of Property noon Termination of Authority. Upon termination of this
Agreement, any surplus money or assets in possession of the Authority for use under this
Agreement, after payment of all liabilities, costs, expenses, and charges incurred wider this
Agreement and under any program documents, shall be returned to the then -existing Parties and
Participants in proportion to the contributions made by each.
7.6 Neeotiations with Participants. If the Parties wish to terminate this Agreement, or if the
Parties elect to withdraw from the CCA Program following an amendment to this Agreement as
provided in Section 7.1.2, but two or more Participants wish to continue to participate in the
CCA Program, the Parties will negotiate in good faith with such Participants to allow the
Participants to become parties to this Agreement or to effect a transfer of CCA Program
operations to another entity.
ARTICLE 8 MISCELLANEOUS PROVISIONS
8.1 DiSDute Resolution. The Parties, Participants, and the Authority shall make reasonable
ellorts to settle all disputes arising out of or in connection with this Agreement. Should such
efforts to settle a dispute, after reasonable efforts, fail, the dispute shall be settled by binding
arbitration in accordance with policies and procedures established by the Board.
8.2 Liabilitv of Directors, Officers, and Emplovees. 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 Sections 995 et seq. Nothing
in this section shall be construed to limit the defenses available under the law, to the Parties, the
Participants, the Authority, or its Directors, officers, or employees.
8.3 Indemnification of Parties and Particinants. The Authority shall acquire such insurance
Approved.11.11y 25, 2013 15
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coverage as is necessary to protect the interests of the Authority, the Parties, the Participants. and
the public. 'Che Authority shall defend, indemnify, and hold harmless the Parties and
Participants, and each of their respective Board or Council members, officers, agents and
employees, from any and all claims, losses, damages, costs, injuries, and liabilities of every kind
arising directly or indirectly from the conduct, activities, operations, acts, and omissions of the
Authority under this Agreement.
8.4 Amendment of this Aereement. This Agreement may not be amended except by a written
amendment approved by a vote of Board members as provided in Section 4.7.5. The Authority
shall provide written notice to all Parties and Participants of amendments to this Agreement,
including the effective date of such amendments, at least 30 days prior to the date upon which
the Board votes on such amendments.
8.5 Assienment. Except as otherwise expressly provided in this Agreement, the rights and
duties of the Parties or Participants may not be assigned or delegated without the advance written
consent of all of the other Parties and Participants, and any attempt to assign or delegate such
rights or duties in contravention of this Section 8.5 shall be null and void. This Agreement shall
inure to the benefit of, and be binding upon, the successors and assigns of the Parties and
Participants. This Section 8.5 does not prohibit a Party or Participant from entering into an
independent agreement with another agency, person, or entity regarding the financing of that
Party's or Participant's contributions to the Authority, or the disposition of proceeds which that
Party or Participant 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 or Participants
under this Agreement.
8.6 Severabilitv. If one or more clauses, sentences, paragraphs or provisions of this
Agreement shall be held to be unlawful, invalid or unenforceable, it is hereby agreed by the
Parties, that the remainder of the Agreement shall not be affected thereby. Such clauses,
sentences, paragraphs or provision shall be deemed reformed so as to be lawful, valid and
enforced to the maximum extent possible.
8.7 Further Assurances. Each Party agrees to execute and deliver all further instruments and
documents, and take any further action that may be reasonably necessary, to effectuate the
purposes and intent of this Agreement.
8.8 Execution by 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.
8.9 Parties to be Served Notice. Any notice authorized or required to be given pursuant to
this Agreement shall be validly given if served in writing either personally, by deposit in the
United States mail, first class postage prepaid with return receipt requested, or by a recognized
courier service. Notices given (a) personally or by courier service shall be conclusively deemed
received at the time of delivery and receipt and (b) by mail shall be conclusively deemed given
Approved July 25, 2013 16
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48 hours after the deposit thereof (excluding Saturdays, Sundays and holidays) if the sender
receives the return receipt. All notices shall be addressed to the off -ice of the cleric or secretary of
the Authority or Party, as the case may be, or such other person designated in writing by the
Authority or Party. Notices given to one Party shall be copied to all other Parties. Notices given
to the Authority shall be copied to all Parties and Participants.
8.10 Commitment to Consider Amendments. At one of its first three meetings after.luly 9,
2013, the Board of Directors shall consider all amendments to this Agreement that have been
requested by any city that adopts, by July 9, 2013, the resolution and ordinance required by
Section 3.1 to become a Participant in the CCA Program. Any such amendments shall be subject
to the voting requirements of Section 8.4. Nothing in this Section 8.10 requires the Board of
Directors to approve any specific amendment to this Agreement.
Approved July 25, 2013 17
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Exhibit A
Definitions
"AB 117" means Assembly Bill 117 (Stat. 2002, ch. 838, codified at Public Utilities Code
Section 366.2), which created CCA.
"Act" means the Joint Exercise of Powers Act of the State of California (Government Code
Section 6500 et sec/.)
"Administrative Services Agreement" means an agreement or agreements entered into after the
Effective Date by the Authority with an entity that will perform tasks necessary for planning,
implementing, operating and administering the CCA Program or any other energy programs
adopted by the Authority.
"Agreement" means this Joint Powers Agreement.
"Annual Energy Use" has the meaning given in Section 4.7.2.
"Authority" means the Sonoma Clean Power Authority.
"Authority Document(s)" means docwnent(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 Rules and Regulations. the annual budget, and plans and policies.
"Board" means the Board of Directors of the Authority.
"CCA" or "Community Choice Aggregation" means an electric service option available to cities,
counties, and the Sonoma County Water Agency pursuant to Public Utilities Code Section 366.2.
"CCA Program" means the Authority's program relating to CCA that is principally described in
Sections 2.3, 2.4, and 5.1.
"Director" means a member of the Board of Directors representing a Party or an Additional
Participant.
"Effective Date" means the date on which this Agreement shall become effective and the
Sonoma Clean Power Authority shall exist as a separate public agency, as further described in
Section 2.1.
"Implementation Plan" means the plan generally described in Section 5.1 .2 of this Agreement
that is required under Public Utilities Code Section 366.2 to be filed with the California Public
Utilities Commission for the purpose of describing a proposed CCA Program.
"Initial Costs" means all costs incurred by the Authority relating to the establishment and initial
operation of the Authority, such as the hiring of a ChieF Executive Officer and any administrative
staff, any required accounting, administrative, technical, or legal services in support of the
Authority's initial activities or in support oFthe negotiation, preparation, and approval ofone or
more Administrative Services Provider Agreements and Program Agreement 1. Administrative
and operational costs incurred after the approval of Program Agreement I shall not be considered
Initial Costs.
Approved July 25, 2013 18
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"Operating Rules and Regulations" means the rules, regulations, policies, bylaws and procedures
governing the operation of the Authority.
"Participant" or "Additional Participant" means any incorporate municipality or county electing
to participate in the CCA Program.
"Parties" means, collectively, the County of Sonoma and the Sonoma County Water Agency.
"Party" means the County of Sonoma or the Sonoma County Water Agency.
... l'otal Annual Energy" has the meaning given in Section 4.7.2.
Approved .Iuly 25, 2013 19
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Exhibit B
List of Parties and Participants
Parties: County of Sonoma, Sonoma County Water Agency
Participants: Town of Windsor; City of Cotati; City of Sebastopol; City of Sonoma; City of
Santa Rosa
Exhibits C and D
Annual Energy Use and Voting Shares
ANNUAL ENERGY USE WITHIN SCP
.JURISDICTIONS AND VOTING SHARES
Twelve Months Ended November, 2012
Partv/Participant
Total KWh
Voting
Share
COTATI
35,225,135
2
SANTA ROSA
917,356,138
43
SEBASTOPOL
46,269,378
2
SONOMA
70,456,332
3
SONOMA
962,970,050
45
COUNTY/SCWA
WINDSOR
109,156,425
5
Total
2,141,433,458
100
Approved .Iuly 25. 20 13 20
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SCP Resource Plan Draft v0.3
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2014 - 2013 Resource Plan
Draft Version v0.3
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SCP Resource Plan Draft vO.3
CONTENTS
INTRODUCTION...................................................................................................................................................3
GeneralBackground.......................................................................................................................................3
ResourcePlan Background............................................................................................................................3
PlanningHorizon............................................................................................................................................4
CHAPTER 1- Define Policy Goals and Objectives.............................................................................................6
CHAPTER 2 - Identify and Meet Legal and Regulatory Requirements...........................................................8
ResourceAdequacy........................................................................................................................................8
Renewable Portfolio Standard......................................................................................................................9
PowerSource Disclosure.............................................................................................................................10
GreenHouse Gas Reporting........................................................................................................................11
Storage..........................................................................................................................................................12
CHAPTER3 - Forecast Future Loads................................................................................................................13
Forecasting Future Energy Profiles.............................................................................................................14
CHAPTER 4 - Inventory and Account for Resources Already Procured........................................................15
Local Renewables - Wholesale....................................................................................................................15
LocalRenewables — Retail...........................................................................................................................17
Out -of -County Renewables — Wholesale...................................................................................................17
OtherRenewable Energy.............................................................................................................................18
Carbon Free Electric Energy........................................................................................................................18
ConventionalEnergy....................................................................................................................................19
Five -Year Summary of Resources Under Contract....................................................................................20
Description and Timeline of All Energy Supply Resources Under Contract............................................20
CHAPTER 5 - Identify Potential Resources to Fill Unmet Resource Needs..................................................21
ProgrammaticResources.............................................................................................................................21
CHAPTER 6 - Determine the Optimal Mix of Resources................................................................................23
RenewableEnergy........................................................................................................................................23
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Fossil and Carbon Free Energy and Scheduling.
New Jurisdictional Participation ..........................
Programmatic Resources .....................................
Leveraging Other Resources ................................
CHAPTER 7 - Establish Evaluation Metrics ..............
APPENDIX 1— Policy No. 011 ...................................
APPENDIX 2—Abbreviations and Definitions.........
RA
...................................................................
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INIf"1 iII11411109 1
General Background
Sonoma Clean Power (SCP) serves electric generation customers in unincorporated Sonoma County,
the cities of Santa Rosa, Sebastopol, Sonoma and Cotati, and the town of Windsor, and has planned
future service to Cloverdale. SCP both partners with, and competes against, the incumbent investor
owned utility, Pacific Gas and Electric Company (PG&E). The partnership arises from SCP's use of
PG&E's infrastructure to deliver and meter SCP electricity and the competition arises from the ability
of customers in SCP's covered areas to elect electric generation service from either PG&E or SCP.
On May 1, 2014, SCP began service to the majority of SCP's eligible commercial customers and
approximately six thousand residential customers. In December 2014, service to all remaining
customers will commence, and by January V, 2015, SCP will be the energy supplier for approximately
160,000 Sonoma County residential and commercial customers. The only remaining eligible
jurisdictions in Sonoma County not participating in SCP are the cities of Petaluma and Rohnert Park.
The City of Healdsburg owns and operates a municipal electrical utility that is ineligible for SCP service.
The customers in Cloverdale (and Petaluma and Rohnert Park, should they elect tojoin SCP) will begin
receiving service from SCP later in 2015.
To date, approximately 90% of eligible customers are receiving SCP electric energy, with the other
10% opting to stay with PG&E. The December 2014 service roll out may see increased percentages of
eligible customers opting for PG&E electric energy, but SCP forecasts the percentage to stabilize at
approximately 15%. SCP surmises that the excellent customer retention rate is directly attributable to
SCP's commitment to offering cleaner energy and local benefits at prices competitive with PG&E's
prices.
Resource Plan Background
This SCP Resource Plan (Plan) provides comprehensive guidance for serving the electric energy needs
of SCP customers by while meeting SCP's policy objectives. The Plan also incorporates guidance
regarding SCP programs that related to, but are not directly involved in, electric energy procurement.
The Plan presently covers the approximately five-year period from launch on May 1s', 2014 through
and including the calendar year 2018. Planning and procurement in the energy industry generally
involve three time scales: Short-term, which involves activities up to a year in the future; Medium-
term, which involves activities up to five years; and long-term, which involves activities five -years and
longer. As such, in its current form the Plan can best be considered a medium-term plan, one which
will support SCP's energy procurement activities to simultaneously serve customers, meet policy
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objectives, and position SCP for financial sustainability in the long -run. This medium term Plan is an
integral part of SCP's developing long-term strategy. A number of elements flow into the Plan, and
these are organized as chapters. To make this Plan as accessible as possible, definitions of terms and
abbreviations are included in Appendix 2. The primary elements of the Resource Plan are:
Chapter 1- Define policy goals and objectives;
Chapter 2 - Identify and meet legal and regulatory requirements;
Chapter 3 - Forecast future loads;
Chapter 4- Inventory and account for resources already procured;
Chapter 5 - Identify potential resources to fill unmet resource needs;
Chapter 6 - Determine the optimal mix of resources; and
Chapter 7 - Establish evaluation metrics.
Each of these elements contains a number of considerations that will be addressed in detail later in
this Plan. Because the Plan is, ultimately, a forecast of future expected conditions, the Plan should be
flexible and adaptable. It is important to keep in mind that the Plan is a living document intended to
provide strategic guidance, support transparency and encourage community engagement in SCP's
development and activities. As such, SCP anticipates that the Plan will be the central and most visible
component of an ongoing planning process that will actively solicit public input and serve as a vehicle
to communicate SCP's planning and procurement activities to our community.
Planning Horizon
A considerable amount of SCP resource procurement, including electric energy procurement as well
as program implementation, will cover periods as long as 20 or more years. This time span, however,
is notthe planning horizon considered underthis medium-term Plan. For this initial launch of the Plan,
a five year planning horizon (with biannual or more frequent adjustments) is utilized.
The five years is based on a number of criteria that distinguish SCP's first five years of existence from
the years that follow. After the first five years, SCP can apply for an agency credit rating. With a strong
credit rating, credit and collateral costs should be significantly reduced. In five years, the possibility of
being debt free also exists. Finally, through 2016, SCP is, as described in Chapter 4 and with the
exception of incremental true -up procurement, fully procured for existing customers, leaving 2017
and 2018 with considerable open procurement positions (gaps in purchased electricity needing to be
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filled). Procurement for these open positions, particularly with respect to renewable energy and other
programmatic resources, will need to begin very soon, making a five year planning horizon quite
suitable. The table below shows, at a very high level, SCP's forecast of energy sales, total energy
supplies under contract, and the corresponding percent closed position. More detail on "Supply
Under Contract" is provided in Chapter 4.
Year
Forecast Retail Sales
Supply Under Contract
2014 2015 2016 2017 2018
568,000 1,800,000 1,803, 600 1,807,207 1,810, 822
510,000 1,770,000 1,610,000 460,000 633,000
Supply as a Percent of Sales 89.8% 98.3% 89.3% 25.5% 35.0%
At a minimum, biannual adjustments are needed during the five year planning horizon because SCP
is still in start-up mode and many factors are yet to be tested and discovered, including the impact of
full in-house staffing. The five year planning horizon provides a reasonable window for macro level
planning while annual adjustments accommodate the inevitable need to make micro level changes,
though it is critical to appreciate that this medium-term Plan is and will continue to be an integral
component of SCP's long-term planning.
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CHAPTER 1- DEFINE POLICY GOALS AND OBJECTIVES
SCP is guided and governed by a Joint Powers Agreement (JPA) that establishes SCP's basic policy
framework. The JPA purposes are clearly stated as:
® Reducing greenhouse gas emissions related to the use of power in Sonoma County and
neighboring regions;
® Providing electric power and other forms of energy to customers at a competitive cost;
m Carrying out programs to reduce energy consumption;
• Stimulating and sustaining the local economy by developing local jobs in renewable energy;
• Promoting long-term electric rate stability and energy security and reliability for residents
through local control of electric generation resources.'
The JPA continues on to state further intent "to promote the development and use of a wide range of
renewable energy sources and energy efficiency programs, including but not limited to solar, wind,
and biomass energy production," noting that the "purchase of [non -local] renewable power and use
of renewable energy credits is intended only as a transitional method to decrease regional
greenhouse gas emissions; local renewable projects are the preferred method." As described in
Chapter 2, SCP has already implemented overarching policies to address the use of "renewable energy
credits", i.e. Category 3 RECs, through limiting Category 3 REC use to only that allowed under the RPS
requirements.
A list of these consolidated goals and objectives is:
® Reduce Greenhouse Gas (GHG) emissions;
• Increase renewable energy;
® Provide competitive pricing;
®Increase local resources and benefits;
None of these laudable goals and objectives exist in a vacuum. To varying degrees, some of these
goals and objectives are dynamically balanced against each other. For example, local small-scale
renewable energy is likely to cost more than larger remote renewable energy and, at least currently,
is more expensive than large remote non-renewable energy. Accordingly, establishing expanded
'Second Amended and Restated Joint Powers Agreement Relating to and Creating the Sonoma Clean Power Authority, By
and Among The County of Sonoma and The Sonoma County Water Agency, approved and effective July 25, 2013.
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Principles addressing the dynamic balancing of the established goals and objectives is warranted.
Particularly in the early stages of SCP's development, a steady trajectory toward fiscal robustness is
warranted and should underlie auxiliary policy development. Electric energy procurement and
program implementation, even on relatively small scales, are generally costly, long term propositions.
Because SCP was only recently launched, even though SCP's financial pro forma indicates robust
future financial health, SCP was launched on 100% debt and has not yet serviced any of the debt
principal. Furthermore, the timing and other requirements to establish a credit rating and reach an
asset positive balance sheet are considerable and likely out of reach over the next few years or more.
Thus, at least forthe next three to five years, the Plan Principles thatwill guide the selection and design
of each energy procurement and program activity are to:
Plan Principle 41 Achieve at least two or more consolidated goals
and objectives (reducing emissions, increasing
renewables, competitive pricing, and local
benefits).
Plan Principle 42 Have a minimal negative or better impact on SCP's
credit profile.
Plan Principle 43 Have no or minimal negative impact on SCP's
financial pro forma projections.
Plan Principles #2 and 43 differ from consolidated goal or objective 43 regarding competitive pricing
in that competitive pricing is measured against an external benchmark, as discussed later in Chapter
7, as opposed to credit and collateral requirements and pro forma impacts, which are measured
against financial considerations internal to SCP.
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CHAPTER 2 - IDENTIFY AND MEET LEGAL AND REGULATORY REQUIREMENTS
Virtually all of the provision of electric energy to end-use customers in the United States is regulated
to at least some degree. In California, SCP provides electric energy to customers under the authority
of California state law. This body of law is generally referred to as Community Choice Aggregation
(CCA). CCA enables local government jurisdictions, such as counties and cities, to aggregate the
electric load of their citizens and businesses, utilizing the incumbent investor owned utilitys
infrastructure to deliver and meter the electricity. Under CCA, SCP is required to meet many of the
same legal and regulatory requirements imposed on PG&E, and a few that are distinctly applied only
to Community Choice Aggregators. This legal and regulatory regime is intended to provide a "level
playing field" between the CCA and incumbent investor owned utility, thereby promoting fair
competition and customer choice.
CCA law and regulations are the first step in developing the Plan because without strict compliance to
the law and regulations, SCP has no authority to serve customers. The core legal and regulatory
elements underlying SCP electric procurement follow.
Resource Adequacy
The California Public Utilities Commission (CPUC) requires all load serving entities (or "LSEs" --
essentially organizations that provide electric energy to end-use customers) to demonstrate that the
LSE has procured in advance sufficient electrical energy such that the LSE's customers will not be
under supplied. The assurance that electric loads in California have sufficient electric energy to serve
them is essential in maintaining a safe and reliable electric system. Failure to procure sufficient electric
capacity can result in black outs or damage, such as fires, on the wires and equipment that deliver
electricity.
On an annual and monthly basis SCP must file reports demonstrating that SCP has procured sufficient
electric capacity resources including a reserve of an additional 15% of total forecasted electric load
requirements. Beginning January 1, 2015, a new element will be added to the Resource Adequacy
requirements. The new requirement is called Flexible Capacity and was instituted to ensure that a
portion of an LSE's electric generation resources can quickly decrease and increase generation output.
This type of flexibility is needed to respond to increasing amounts of renewable energy, such as wind
and solar, which produce variable electric output due to natural fluctuations in available wind and sun.
The CPUC evaluates SCP's Resource Adequacy report submissions to ensure accuracy and
completeness. If SCP fails to properly comply with the CPUC's Resource Adequacy requirements, SCP
could not only be subject to fines and other penalties, but could be subjecting California's electric
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SCP Resource Plan Draft v0.3
system to undue safety and reliability risks. For these reasons, Resource Adequacy compliance is an
important factor in SCP procurement.
Renewable Portfolio Standard
California Senate Bill 2 (1X) (Simitian, 2011) mandated renewable energy procurement requirements
for LSEs within multi-year compliance periods and under specific types of categories. These
requirements are referred to as the Renewable Portfolio Standard (RPS). The CPUC oversees SCP's
compliance with the RPS.
The RPS requires SCP's electric energy sales to be met with the following minimum percent of
qualifying renewable energy:
Year Percent
2014
21.7%
2015
23.3%
2016
25.0%
2017
27.0%
2018
29.0%
2019
31.0%
2020+
33.0%
The California Energy Commission (CEC) oversees what types of electric energy qualify as renewable.
Generally, bio -energy (biomass and biogas), geothermal, solar, wind and small hydroelectric are the
most prominent sources of renewable energy. Throughout California and the Western United States,
solar and wind are expected to dominate over time.
In addition to percentages and energy types, the RPS further delineates renewable energy into three
categories and places minimum and maximum allowable percentages on these categories.
Category 1: consists of renewable energy produced and sold in California.
Category 2 consists of renewable energy imported into California from another state and is supported
by non-renewable energy to make up for the variability of wind or similar resources.
Category 3 consists of "unbundled" Renewable Energy Credits (Category 3 RECs) that consist of the
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renewable attributes of renewable energy stripped off of the underlying electricity. In other words,
the "green" part of the Category 3 REC is acquired, but the underlying remaining electricity is sold as
non-renewable energy to a separate third party. This underlying energy is sometimes referred to as
"Null Power" because it no longer possesses the stripped off green and renewable attributes.
Category 3 RECs can come from anywhere in the Western United States.
For 2014 through 2016, the RPS requires that 65% of all RPS energy come from Category 1 energy, no
more than 15% come from Category 3 RECs and the remainder — between 20% and 35%—can come
from either Category 1 or Category 2 energy. For 2017 forward, 75% of all RPS energy must come
from Category 1 energy, no more than 10% may come from Category 3 RECs and the remainder --
between 15% and 25%-- can come from either Category 1 or Category 2 energy.
The RPS Category requirements reflect a strong California preference for Category 1 renewable
energy produced and sold in California, a diminishing appetite for Category 3 RECs, and an in-between
level of desirability for Category 2 renewable energy. The Category 1 preference promotes in-state
RPS benefits and incentivizes new, incremental renewable energy production. The diminishing use of
Category 3 RECs discourages the use of these products because a nationwide, robust and liquid
market for Category 3 RECs has not emerged and because Category 3 RECs are rarely associated with
new, incremental renewable generation. Pricing bears out these policy rationale. Currently, Category
1 renewable energy is at least 10 times more expensive than Category 3 RECs.
SCP must comply with all RPS requirements. When SCP voluntarily exceeds RPS requirements in any
fashion, the manner in which SCP decides to proceed is essentially unregulated. PG&E, however, has
received, and continues to receive, direct imperatives from the CPUC. Among these is a prohibition
on the use of Category 3 RECs for voluntary renewable energy procurement that exceeds RPS
requirements. In striving to reach the highest level of transparency and customer accountability,
particularly when comparing SCP performance to PG&E performance, SCP therefore elects to forego
the use of Category 3 RECs for voluntary RPS energy procurement.
Power Source Disclosure
The CEC oversees the disclosure and reporting by LSEs of the renewable and non-renewable content
of the electric energy they deliver to their customers. Currently, the RP5 energy is divided into
bioenergy, geothermal, small hydroelectric, solar and wind. The non-renewable energy is divided into
coal, large hydroelectric, natural gas, nuclear and 'other." A third category, known as "unspecified
sources of power" accounts for electric energy that is not traceable to specific generation sources.
This type of energy is also referred to as "system power."
SCP is required to file an annual report to the CEC regarding the types of electric energy delivered to
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SCP customers, and to also provide all SCP customers with an annual report of summarized energy
content data called the Power Content Label. The below graphic provides a sample illustration of the
Power Content Label.
POWER CONTENT LABEL
E2013 2013 CANERGY
I
Eligible Renewable
-- Biomass & waste
- Geothermal E
-- Small hydroelectric i
Solar
Wind
Coal
Large Hydroelectric I
Natural Gas
Nuclear
Other i
Unspecified sources of power' I
TOTAL 700% 10D%
'Unspecified sources of power' means electricity from transactions that are not traceable
to specific generation sources.
Percentages are estimated annually by the California Energy Commission based on the
elecinnty sold to California consumers during the prevmus year
For specific iofonnalion about this electricity product, contact Company Name For general
information about the Power Content Label. contact the California Energy Commission at 1-
000 555-]]94 or vnmv energy ca.goWcmisumer
Green House Gas Reporting
California's landmark law passed in 2006, AB 32 -the California Global Warming Solutions Act, requires
California to reduce greenhouse gas (GHG) emissions to 1990 levels by 2020, which is approximately
15% below a "business as usual" scenario. Under AB 32, along with other programs, the California Air
Resources Board (ARB) adopted Mandatory Reporting Regulations (MRR) for electric power plant and
other stationary source GHG emitters and a companion GHG Cap and Trade program. Both of these
regulations were adopted in 2013. California has demonstrated national and international leadership
by being among the early adopters of strict GHG stationary source reduction efforts.
A key element of these ARB GHG reporting parameters is the inability to use Category 3 RECs to offset
GHG emissions. This prohibition is in place because, as described in the RPS section, Category 3 RECs
contain only the renewable attributes, but not the underlying energy. If a Category 3 REC is used to
offset GHG emissions, those emissions must be claimed elsewhere. In other words, the underlying
Null Power needs to report those offset GHG emissions.
GHG emissions were actually emitted, therefore the accountability for those emissions cannot be
zeroed out -- the Null Power must take responsibility for the GHG emissions offset by the purchaser
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SCP Resource Plan Draft v0.3
of the stripped off Category 3 REC. The liability for the GHG emissions can only be traded between
two parties, and the trade must consist of a transfer with one party taking on responsibility for the
GHG emissions and the other party buying the right to claim GHG emission reductions. This trade is
not possible, however, because no robust, California approved method currently exists to enforce and
track whether or not the Null Power actually reported the traded GHG emission liability.
SCP's sources of electric energy must individually report GHG emissions under MRR, but SCP has no
direct, individual MRR accountability and SCP is likewise not directly covered by Cap and Trade. For
this reason, SCP's reporting of GHG emissions is largely unregulated. PG&E, on the other hand, is
subject to both MRR and Cap and Trade. In striving to reach the highest level of transparency and
customer accountability, particularly when comparing SCP performance to PG&E performance, SCP
therefore elects to report GHG emissions utilizing the parameters specified by MRR and Cap and
Trade. Key to this election is SCP's policy of not offsetting GHG emissions using Category 3 RECs.
Storage
Large-scale energy storage facilities, such as grid -scale batteries, pump -hydro, and other technologies,
will allow SCP to store energy produced at times when energy supply exceeds demand, and later
discharge this energy to meet demand and displace other supply resources during peak periods. The
CPUC has adopted a target storage procurement targetforSCP and other CCAs of 1% of SCP customer
load by 2020. Storage is currently quite expensive and still in the early stages of production.
Nevertheless, storage is predicted to be a key element in achieving ever increasing amounts of
renewable energy adoption and GHG emission reductions. By storing excess renewable energy when
renewable generators are producing more electricity than customers are using and later providing
electricity when renewable generators are not producing, storage is likely a major future clean energy
player. Storage to back up solar power is the most straightforward example of storage potential.
Excess solar energy can be produced and stored to use at night, when the sun is not available. Storage
also holds the potential to provide Flexible Capacity, thereby reducing or even eliminating the need
to use fossil fueled power plants to support variable renewable generation.
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CHAPTER 3 - FORECAST FUTURE LOADS
The delivery of electric energy is predicated on the need to generate the correct amount of electricity,
or supply, to match customer electric consumption, or load. This process is referred to as 'load
balancing." The degree to which a load is not balanced is referred to as an "imbalance." Because
customers are free to use electricity at will, no load is ever perfectly balanced with supply and is thus
subject to imbalances. Nevertheless, load balancing within a margin of acceptable imbalance error is
a critical function in maintaining a safe and reliable grid, as well as minimizing financial exposure to
costs related to imbalances.
Energy imbalance can be a cost or a credit, depending on real-time power market conditions, but
because of the volatility of real-time markets, prudent power system operations (and the need to
support stable customer rates) involves activities to cost-effectively mitigate these risks. This is why
SCP seeks to have immediate and near-term forecast energy needs under contract, and mitigate some
long-term imbalance risk through long-term (10- and 20 -year) contracts. Load forecasting is therefore
critical to support SCP's procurement activities. The financial exposure to real-time markets, along
with other considerations such as Resource Adequacy requirements drive the need to forecast future
loads with as much certainty as possible.
In turn, reliable load forecasting enables resource procurement that minimizes imbalances and
provides stable pricing. SCP load forecasting uncertainty is most affected by the following factors:
• The number of customers that opt -out of SCP service;
• New jurisdictional participation in SCP;
• Unexpected under or over performance of SCP programming; and
• To a lesser degree, weather patterns which can unexpectedly impact customer electric
consumption. An example would be a heat wave in November that prompts air conditioning
use not normally expected in late Fall.
As SCP matures, factor 41, opt -out rates, and factor #3, SCP programming impacts, will likely become
more stable and predictable. Factor #4, weather patterns, can be mitigated to some degree through
sophisticated weather analysis, but the cost of such a service or services needs to be weighed against
the benefits. Finally, factor #2, new jurisdictional participation, should be thoughtfully considered with
respect to load forecasting impact and service roll out to new participants should be timed to minimize
load impacts.
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SCP currently forecasts aggregate energy demand for all participating customers to be approximately
1,800,000 M Wh in 2015, growing by approximately 0.2% annually. The table below (also shown above
in this Plan Introductory chapter), shows annual forecast load along with SCP's presently contracted
energy supplies. More detail on the "Supply Under Contract' is provided in the next chapter.
Year
Forecast Retail Sales
Supply Under Contract
Supply as a Percent of Sales
Forecasting Future Energy Profiles
2014 I
2015
2016
2017
2018
568,000
1,800, 000
1,803,600
1,807, 207
1,810,822
510,0001
1,770,000
1,610,000
460,000
633,0001
89.8% (
98.3%
89.3%
25.5%
35.0%
In addition to forecasting aggregate future energy needs, SCP also seeks to forecast energy demand
profiles of ourcustomers, in orderto ensure energy supply matches energy demand on every relevant
time scale (annually, seasonally, daily and hourly). This objective is important to ensure the proper
balance between energy supply scheduled to meet so-called "baseload" demand (the minimum
forecast load level needed 24 hours a day, 7 days a week), as well as peak demand (the maximum
instantaneous demand over any given time interval). The graph below shows two representative daily
load shapes for, respectively, a winter weekday and a summer weekday forSCP's total customer base
(including Phases 1 and 2).
Daily Forecast SCP Load (24 Ii0Ur5 Shown)
200
X50
200
150 �
10o
50
a
5 6 7 9 70 1_1 12 1c 1 15 :_ 7 IS 1_9 20 21 22 23 '.
Winter Weekday —Summer Weel:day
SCP uses load forecasts at all time -scales as we seek to minimize overall procurement costs while
also mitigating risks of adverse costs from real-time imbalances.
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SCP Resource Plan Draft v0.3
CHAPTER 4 - INVENTORY AND ACCOUNT FOR RESOURCES ALREADY PROCURED
After only a few months of operation, SCP has proudly succeeded in procuring a number of high value
resources. A review of these resources, including a discussion of how they perform against the Plan
Principles', follows.
PLEA`E (JUTE--SCPfaUcf l.t El' PrPlE IEFMI CONFIDEP111ALON OUR EI!EkGi IRANSACl 10119. PRICE CONFIDENFIALI FI
R NECESS+kA FOR SCP 10 fund)!"UAIIIt, Sl RUNG IVIARFET POSITION WITH RESPECT TO u-FOPE III ORS AND PO TEN] IAL
CUUHlEkPARTIES, BUI IS ALU A CGP;IIVIOFJ REUUIREIVIE[JT OF SCP'S SUPPLIERS. ACCORDINGLY, PRICING WILL BE
REFERRED TO IPJ GENERAL, RELATIVE IERWIS, BUT ACT UAL PRICES ARE NOT PROVIDED.
In order to facilitate the successful launch of SCP as a new competitive power supplier for Sonoma
County, we entered into several contracts with two primary suppliers, Constellation (a subsidiary of
Exelon) and Calpine Corporation. The contract with Calpine is described below, under "Geysers
Renewable Geothermal Energy." Additionally, in 2013 and 2014, a total of four contracts were signed
with Constellation to provide the majority of SCP's energy needs, while meeting our goals of at least
33% renewables and 70% total carbon -free from our very first year of operations. The contracts with
Constellation, entitled Phase 1, Phase 1A, Phase 2 (2014/2015) and Phase 2 (2016) were bundled
power purchase contracts intended to fill SCP's initial energy and capacity needs. Together with the
contracts described in detail in this chapter, SCP is fully contracted through 2016, with generally
increasing open positions in later years, which will be filled gradually according to the principles laid
out in this Resource Plan.
Local Renewables - Wholesale
Geysers Renewable Geothermal Energy
SCP is under contract with Calpine Corporation to receive Category 1, local, renewable energy from
the Geysers geothermal facilities in Sonoma and Lake Counties. The initial quantity, already under
delivery in 2014, is 10 MW running 24 hours a day, 7 days a week increasing to 50 MW in 2018. On
average, this is enough annual energy to power over 68,000 homes with local, 100% renewable
2 For reference, the Plan Principles are copied here:
Plan Principle #1 Achieve at least two or more consolidated goals and objectives (reducing emissions,
increasing renewables, competitive pricing, and local benefits).
Plan Principle 42 Have a minimal negative or better impact on SCP's credit profile.
Plan Principle 43 Have no or minimal negative impact on SCP's financial pro forma projections.
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SCP Resource Plan Draft v0.3
energy.
Geothermal is generally more expensive than other renewable energy such as wind or solar, because
the technology requires considerably more complicated equipment with higher operation and
maintenance costs. Consistent with these factors, the Calpine contract is one of SCP's most expensive
contracts to date. The resource is, however, literally in SCP's backyard, and, relative to other SCP
contracts, the Calpine contract has a very reasonable collateral requirement. Weighing these
attributes against the Plan Principles, the Calpine Contract:
• Achieves three of the four consolidated goals or objectives (all except "competitive pricing");
• Has a low collateral requirements, minimizing the impact to SCP's credit profile; and
a Has minimal negative impact on SCP's financial pro forma projections. This is because SCP was
able to secure very competitive pricing for both Calpine contracts.
ProFIT (Feed -In -Tariff) Program
In August of 2014, SCP launched a Feed -In -Tariff program known at ProFIT. ProFIT allows local
renewable projects under 1 MW to sell solar energy to SCP under a standard 20 year contract at
attractive pricing.3 Because local, small-scale (or distributed) generation is nearly always more
expensive to build than remote, utility scale generation, premium pricing has been offered (from
$95/MWh to $125/MWh depending on project design). ProFIT contracts will be offered to eligible
projects until $600,000 per year of pricing premium is reached.
Full evaluation of energy procurement under ProFIT Will remain incomplete until projects successfully
deliver renewable energy to SCP. Nevertheless, utilizing reasonable assumptions, the program can be
evaluated under the Plan Principles. ProFIT:
• Achieves three of the consolidated goals or objectives (all except "competitive pricing");
a Has no collateral requirements; and
® Has minimal negative impact on SCP's financial pro forma projections. At current scale, while
ProFlTwill not provide a large portion of SCP's energy needs, it also will have a limited negative
financial impact.
' More information on ProFIT is available at www.sonomacleanpower.org/profit,
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Local Renewables—Retail
NetGreen (Net Energy Metering) Program
The SCP NetGreen program allows customers to offset their electric energy requirements utilizing
small renewable technologies such as solar photovoltaic panels. The NetGreen program allows
customers to spin their meters both forward and backwards, essentially resulting in SCP electric
service acting as a form of storage for the NetGreen customer. For example, if a customer is not home
during the day, solar panels installed on a customer's roof may generate electricity in excess of what
is needed serve on-site energy demand. During these times, that electricity is delivered to other
neighboring SCP customers and the NetGreen customer receives a credit for the energy. At different
times, such as at night when the sun does not shine, the NetGreen customer will receive electricity
from SCP. The SCP power will be delivered and is offset by the credit received during times of over
generation.
By making Distributed Generation (DG) systems more cost effective, NetGreen directly supports
customer installations designed to serve some or all of a customer's electric needs. The annual price
premium to support NetGreen is forecasted to be between approximately $200,000 to $300,000,
though with significantly greater NetGreen penetration, the impact could be greater. A prudent
assessment of NEM resource potential and financial impacts will be necessary if subscription levels
exceed expectations.
Weighed against the Plan Principles, NetGreen:
O Achieves three of the consolidated goals or objectives (does not meet "competitive pricing");
Y Has no collateral requirements; and
v Has minimal negative impact on SCP's financial pro forma projections. At full roll out, SCP's
total energy costs are forecast to be approximately $90,000,000. Comparatively, the $200,000
to $300,000 annual impact of NetGreen is minimal.
Out -of -County Renewables— Wholesale
Mustang Renewable Solar Energy
In June 2014, SCP executed a contract with Recurrent Energy for 30 MW of Category 1 solar energy
to be built near Lemoore, California, for delivery by the end of 2016. Additionally, in October 2014,
SCP executed an additional contract with Recurrent for another 40 MW from the same project. The
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SCP Resource Plan Draft v0.3
70 MW procurement is part of a larger 100 MW project, but SCP's first purchase in June 2014 was the
first tranche and enabled the Mustang project to move forward. Because solar energy is only
produced while the sun is shining, less yearly energy is produced compared to a similarly sized base
load plant, such as the Calpine Geysers plant. The two contracts combined are expected to provide
enough annual energy for over 32,000 homes at very favorable terms. The Mustang pricing and
collateral requirements are very favorable. Additional attributes of Mustang include construction on
impacted farm land, a labor agreement with the International Brotherhood of Electrical Workers
(IBEW), very minimal environmental impacts, and no third party opposition.
Weighing these attributes against the Plan Principles, the Mustang contract:
• Achieves three of the consolidated goals or objectives (all except "local benefits");
• Has minimal creditor collateral requirements; and
• Has no negative impact on SCP's financial pro forma projections.
Other Renewable Energy
Through contracts with Constellation, SCP has secured enough other RPS qualified energy to meet
SCP's outstanding RPS requirements for 2014 through 2016, and to reach or exceed SCP's voluntary
renewable requirement for SCP's 33% renewable CleanStart service. The vast majority of these
purchases are for Category 1 and Category 2, with only a small amount of Category 3 RECs utilized as
allowed under the RPS requirements. As described in Chapter 2, SCP is not using any Category 3 RECs
for voluntary RPS procurement. The procurement under these contracts is competitively priced.
For the years 2017 and 2018, SCP has procured the vast majority of our RPS qualified energy to meet
both our mandated and voluntary renewable targets through our four long-term power purchase
contracts, Geysers 1 and 2 and Mustang 1 and 3.
Weighed against the Plan Principles, the near-term Constellation contracts:
• Achieve three of the consolidated goals or objectives (does not meet "local benefits");
• Have minimal collateral requirements; and
• Have favorable impacts on SCP's financial position versus our pro forma projections.
Carbon Free Electric Energy
Also through contracts with Constellation, SCP has secured enough carbon free energy (mostly
comprised of large hydroelectric energy) to meet SCP's aggressive GHG emission reduction goals for
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SCP Resource Plan Draft v0.3
2014, 2015 and 2016. As described in Chapter 2, SCP is achieving this reduction under the strict and
robust California Air Resources Board (ARB) Mandatory Reporting Requirement (MRR) and Cap and
Trade rules that, rightly, prohibit the use of Category 3 RECs to count towards carbon reduction. The
carbon free energy is priced competitively and helps support SCP GHG emission factors that are
approximately 30% lower than PG&E. This is a particularly notable accomplishment for SCP because
PG&E, due to ownership of a large nuclear power plant and considerable hydroelectric resources, has
one of the lowest GHG emission factors of any major utility in the country.
Weighed against the Plan Principles, the carbon free energy contracts:
® Achieve two of the consolidated goals or objectives (does not meet "increase renewable
energy" or " local benefits");
• Have no additional collateral requirements; and
a Have no negative impact on SCP's financial pro forma projections.
Conventional Energy
After all of the previously described resources are taken into account SCP's remaining needs to meet
customer demand for 2014, 2015 and 2016 are met with conventional fossil sources under contract
with Constellation. This residual fossil procurement is largely from gas fired electric energy from utility
scale generators and is very competitively priced, helping to meet SCP's energy and capacity
obligations.
Conventional -source energy procurement achieves only one of the consolidated goals and objectives
("competitive pricing"), and thereby falls short as evaluated against the Plan Principles described
earlier, although it does have minimal collateral requirements and pro forma impact. Fossil energy
procurement is a necessary bridge to serve SCP's customers in the near term while positioning SCP
forthe future. Atthis stage further reduction of fossil energy procurement is cost prohibitive (including
those costs associated with credit and collateral), though SCP continually monitors market conditions
for opportunities to prudently shift away from conventional energy sources.
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5CP Resource Plan Draft v0.3
Five -Year Summary of Resources Under Contract
The chart below shows SCP's currently -contracted wholesale energy supplies from all sources through
2018, plotted against our forecast aggregate energy sales to participating communities.
2,000,000
i'260'010
1,s00.0co
1,400'M
_.'co.coo
>_ 1,000,003
HD'000
EC0,0C0
-i60,C0U
20Q000
0
Sonoma Clean Power Energy Supplies Under Contract, By Year
20i4
_Geysers Geothermal
t
2015 2016 2017 201E
Phase 1/IA =---Phase 2 Mustang Solar -O-Forecast Sales
Description and Timeline of All Energy Supply Resources Under Contract
The table below describes ata high level the seven wholesale energy supply contracts SCP has entered
into to -date.
Contract
Description
Term
Name
Phase 1/1A
Bundled Conventional, Carbon -Free, and Renewable
5/1/2014 through
Energy and Resource Adequacy Contract to Meet Phase
12/31/2016
1 Load.
Phase 2
Bundled Conventional, Carbon -Free, and Renewable
12/1/2014
(2014/2015)
Energy Contract to Meet Phase 2 Load for 2014 and
through
2015.
12/31/2015
Phase 2
Bundled Conventional, Carbon -Free, and Renewable
1/1/2016 through
(2016)
Energy Contract to Meet Phase 2 Load in 2016.
12/31/3016
Geysers 1
10 -Year Bundled Renewable Energy and Resource
5/1/2014 through
Adequacy Contract from Local Geothermal Resources,
12/31/2023
beginning with 10 MW in 2014 up to 18 MW in 2020.
Geysers 2
10 -Year Bundled Renewable Energy and Resource
1/1/2017 through
Adequacy Contract from Local Geothermal Resources,
12/31/2026
beginning in 2017. Contract is structured to bring total
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Geysers 1 and 2 delivery to 30 MW in 2017 and 50 MW
from 2018 through 2026.
Mustang 1 20 -Year, 30 MW Renewable Energy Contract from New
1/1/2017 through
Solar Photovoltaic Project in California beginning
12/31/2036
delivery in 2017.
Mustang 3 20 -Year, 40 MW Renewable Energy Contract from New
1/1/2017 through
Solar Photovoltaic Project in California beginning
12/31/2036
delivery in 2017. Note: Mustang 2 is a separate 30 -MW
tranche of the total project under contract with a third,
unknown party.
CHAPTER 5 - IDENTIFY POTENTIAL RESOURCES TO FILL UNMET RESOURCE NEEDS
Because SCP is fully procured through 2015 and mostly procured through 2016, under a five year
planning horizon, the majority of unmet resource needs will be in the last three years of this current
Plan. Unmet resource needs from 2014 through 2016 will likely arise from the items addressed in
Chapter 3:
• The number of customers that opt out of SCP service;
• New jurisdictional participation in SCP;
• Unexpected under or over performance of SCP programming; and
• To a lesser degree, weather patterns which can unexpectedly impact customer electric
consumption. An example would be a heat wave in November that prompts air conditioning
use not normally expected in late Fall.
These factors will also impact all future years, but the impact will be small relative to the 2016 to 2018
open position requirements. Resources that can potentially meet incremental resource needs include
but are not limited to generation procurement in the form of renewable and non-renewable local and
remote energy, and programmatic resources.
Programmatic Resources
For the purposes of Sonoma Clean Power's resource plan, energy programs are limited to offerings
for optional customer or vendor participation that:
• Encourage the development of local renewable generation on a small-scale (<1MW), and/or
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• Reduce customer electricity use and demand.
Goals & Objectives
Sonoma Clean Power Energy Programs are intended to provide customer education about energy
and efficiency while reducing the need to purchase electricity overall: whether by reducing energy
demand, increasing supply, or balancing daily and seasonal loads. As secondary objective is to support
and/or drive customers toward existing programs offered by PG&E and County of Sonoma Energy &
Sustainability, such as Sonoma County Energy Independence Program (SCEIP) and Windsor Pay as You
Save (PAYS).
Current programs, which are focused on electricity generation, are discussed in Chapter 4. These
include programs the ProFIT and NetGreen programs. Programmatic resources SCP is considering for
future development includes:
• Community renewable projects (sometimes known as Community Solar, Solar Shares, or
other project forms).
• Energy efficiency including education, energy audits, retrofits, product support, on -bill
repayment and other financing measures.
• Demand response (DR) including aggregated, automated and hybrid forms of conservation
upon request.
• Electric vehicle infrastructure support or development. Other fuel switching (replacement of
gas -powered appliances and devices with smart electric -powered devices).
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CHAPTER 6 - DETERMINE THE OPTIMAL MIX OF RESOURCES
Energy supply portfolio development is a complex process that involves continuous monitoring of
market conditions, consideration of well -understood as well as more innovative energy sources,
alignment with developing policy objectives and a strong focus on risk management. As part of this
Plan, SCP expects to dedicate substantial resources to developing future portfolio scenarios that strike
the proper balance between risk mitigation, energy source diversity, and larger policy priorities.
Among the factors that flow into portfolio design are:
• Availability and pricing of renewable energy,
• Market conditions for conventional fossil and carbon -free energy,
• Coordination and scheduling needs of contracted energy resources,
• Forecasting of load changes (including addition of new jurisdictions and differences between
anticipated and actual opt -outs),
• Programmatic resources, and
• Other resources available to SCP and its customers.
Renewable Energy
Renewable energy procurement will be focused on high value Category 1 projects that meet the Plan
Principles, with an emphasis on meeting at least 3, if not 4, of the consolidated goals (reducing GHG
emissions, increasing renewable energy, maintaining competitive pricing, and providing local
benefits). This type of procurement is more time intensive but fortunately, because energy
procurement for 2014 and 2015 is complete, strong focus and attention can be dedicated to this area.
Fossil and Carbon Free Energy and Scheduling
Due to the completion of energy procurement for 2014, 2015 and 2016, coupled with the recent
expansion of staff to include the hire of an in house Power Services and Procurement Director,
exploration of additional fossil and carbon free energy procurement options will be pursued. Another
pursuit is research regarding scheduling SCP's loads and resources in house. Constellation is under
contract to perform this function for 2014 through 2016, but in house scheduling could enable
significant costs savings through overhead reduction and better control over load imbalances. Fossil
and carbon free energy procurement options may be further enhanced through the use of auctions
that produce more competitive bidding and through procurement of source specific resources with
lower GHG emissions and more favorable operating characteristics.
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New Jurisdictional Participation
In the event that new jurisdictions join SCP during the Planning Horizon, SCP will need to procure
renewable and fossil and carbon free energy for those loads. The same strategies discussed above for
renewable and fossil and carbon free energy and scheduling would apply.
Programmatic Resources
Portions of the expected future load will also be met by reducing the demand for energy through
programs designed to promote conservation behavior and efficient technology and controls. SCP is
currently reviewing other existing programs to assess which are most effective, and will form and
operate demand-side programs or help advertise existing programs as appropriate. The reduction of
the total use of energy is a critical area that is underrepresented in this current plan due to the
immediate need to launch SCP and serve customers. However, over time, this area will become
increasingly important and receive increasing attention and funding, and be expected to provide a
larger fraction of our planned resources.
Leveraging Other Resources
In all instances, optimal resource procurement will include leveraging available third party resources
and partnerships. Potential partners and resources include but are not limited to other agencies such
as the Sonoma Counter Water Agency, community groups, and grant and other funding
opportunities.
3!
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SCP Resource Plan Draft v0.3
CHAPTER 7 - ESTABLISH EVALUATION METRICS
Evaluation metrics are useful tools to ensure SCP is on target to meet the policy objectives set forth in
the Joint Powers Agreement (JPA) and to responsibly and sustainably meet customer needs and
expectations. These metrics may be updated from time -to -time. At present, the draft key metrics are:
• SCP's CleanStart renewable content from day one should be 33% renewable or better (this
favorably compares with PG&E's mandated target of 2020 to achieve the same 33%). SCP
should achieve this primarily with Category 1 and 2 renewable energy, and with very limited
use of Category 3 RECs.
• SCP's average GHG emission factor should be 20% lower than PG&E's average GHG emission
factor. This 20% is a minimum, and SCP should do better to the extent possible.
• SCP customers' average electric energy rates should remain within 2% or less than those of
customers in SCP's territory who opt to remain with PG&E.
• SCP should continually strengthen its position and reduce the risk of insolvency by
contributing to reserves, paying down debt, and prudently building a project fund, per SCP
Policy 11 (included as Appendix 1 in this Plan).
• The total portfolio of resources, including energy and programs, should be reasonably
diversified over cost and risk profile, resource type, duration (term), supply versus demand-
side, and geographic location.
• SCP should serve customers by partnering with them to solve their energy needs, focusing on
stability of both electric rates and customers' bills (exact bill stability metric to be determined).
Metrics will be assessed on an on-going basis, biannually with the same frequency of this Resource
Plan or more frequently.
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SCP Resource Plan Draft v0.3
APPENDIX 1- POLICY NO. 011
POLICY NO. 011- SURPLUS INCOME, OPERATING RESERVE, DEBT REPAYMENT AND PROJECT FUND
ADOPTED BY THE BOARD ON JUNE 5, 2014
Prior to reaching $50 million cash reserves, provided no more than half of that amount is pledged as
collateral, the following will govern:
1) Whenever possible and while keeping SCP's average retail generation rate, inclusive of all fees,
within 2% of PG&E's average retail generation rate or better, 4% of total annual forecasted
revenues will be added to expenses in the budget process. This amount will be built into SCP's
rates.
During the course of each fiscal year, surplus income is used to cover expenses in winter months
when forecasts typically show an income deficiency and generally to ensure adequate cash flow
from month to month. At the end of each fiscal year, the total annual surplus is determined and
allocated as follows:
a) The first 4% is allocated to operating reserves;
b) Any additional surplus is divided 50/50 between early principal payment of outstanding debt
and contribution to a Project Fund to support local renewable energy projects, energy
efficiency and other projects consistent with SCP's mission.
c) Project Fund usage will be subject to review by the BOC and the Board.
2) Whenever it is not possible to add 4% of forecast revenues to expenses while keeping SCP's
average retail generation rate, inclusive of all fees, within 2% or better of PG&E average retail
generation rate, the amount added to the budget for funding the operating reserves shall be
reduced sufficiently to achieve those rates. But in no case shall the contribution to the budget and
rates be less than 1.5% of forecast revenues. The same allocation of actual end -of -year surplus
described in number 1, above, shall be used.
After reaching $50 million in cash reserves, the contributions to Operating Reserves shall be reduced
to a level the Board of Directors deems appropriate.
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SCP Resource Plan Draft v0.3
Item
AB 32
ARB
BOC
CAISO
Calpine
Carbon -Free
Category 3 REC
CCA
CEC
CleanStart
Constellation
CPUC
DG
DR
EE
EverGreen
FIT
Flexible Capacity
Geysers
GHG
IBEW
JPA
Load Balancing
LSE
MRR
Mustang
NEM
Null Power
PCIA
PG&E
Power Content Label
Pro Forma
RA
REC
APPENDIX 2 -ABBREVIATIONS AND DEFINITIONS
Description
Assembly Bill 32
California Air Resources Board
Business Operations Committee
California Independent System Operator
[placeholder]
[placeholder]
[placeholder]
Community Choice Aggregation
California Energy Commission
[placeholder]
[placeholder]
California Public Utilities Commission
Distributed Generation
Demand Response
Energy Efficiency
[placeholder]
Feed -In -Tariff
[placeholder]
Calpine Geysers Geothermal Facilities
Greenhouse Gases
International Brotherhood of Electrical
Workers
Joint Powers Agreement
Load Serving Entity
Mandatory Reporting Requirement
[placeholder]
Net Energy Metering
[placeholder]
Power Charge Indifference Adjustment
Pacific Gas and Electric Company
[placeholder]
Resource Adequacy
Renewable Energy Creditor Certificate
PA A
Notes/See Also
a.k.a Net Metering (NM)
SCP Resource Plan Draft v0.3
RPS I Renewable Portfolio Standard
SCP Sonoma Clean Power
Unspecified Source [placeholder]
iW
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Attachment 5
Various contracts for 1,839 MW of system -wide and local generic and
Constellation 2015 Resource Adequacy January 1, 2015 to December 31, 2015 flexible Resource Adequacy to meet 2015 CPUC Compliance obligations. Y
Various contracts for 164.4 MW of system -wide and local generic and
Calpine 2015 Resource Adequacy January 1, 2015 to December 31, 2015 flexible Resource Adequacy to meet 2015 CPUC Compliance obligations. Y
' Constellation 1 also Includes the purchase of 223,725 MWh of qualified
unbundled renewables. SCP will, however, consistent with California law
and PG&E's permissible usage, only use qualified unbundled renewables
towards 15% of our minimum mandated RPS requirement in 2014, 2015
and 2016, and will use NO unbundled renewables towards GHG emission
offsets. SCP has no plan to procured qualified unbundled renewables any
of our mandated or valancery RPS goals after 2016. For more Information
an SCP's decision to use zero discretionary unbundled renewables, see
hnp,d/s omomadeamporver.org/gym-resource-plan/
Price is escalated annually by a set percent. The price for this contract
Is therefore fixed, but not flat.
5-1
FIXED
PROCUREMENT
DELIVERY TERM
DESCRIPTION
PRICING]
Procured to serve Phase l load.
Appx. Power Content = 52.996 fossil; 41.896 large hydra (carbon free);
5.3% qualified bundled renewables`; 3,014 MW of qualified Resource
Constellation 1
May 1, 2014 to December 31, 2016
Adequacy to Cover Phase 1 through 2016.
Y
Procured to serve Incremental additional Phase 1 load due to lower than
expected apt -out rates and adjusts 2014 procurement to account for
decision regarding unbundled renewables."
Appx. Power Content = 0% fossil; 64.0K qualified bundled renewables;
36.0% large hydra (carbon free.
The impact of this incremental procurement results In a total, cumulative
Constellation Appx. Power Content = 42.5% fossil; 44.2% carbon free;
Constellation la
July 1, 2014 to June 30, 2015
13.3% qualified bundled renewables.
Y
Procured to serve Phase 2load and qualified bundled renewables for
2015 and 2016.
2015 Appx. Power Content = 25.8% fossil; 31.7% qualified bundled
renewables; 42.5%7 large hydro (carbon free.
2016 Appx. Power Content =17.596 fossil; 32.9% qualified bundled
renewables; 49.60A large hydra (carbon free.
The total, cumulative Constellation procurement (Phases 1, la and 21
Anna. Power Content = 28.8% fossil; 45.690 carbon free; 25.696 qualified
Constellation 2
December 1, 2014 to December 31, 2016
bundled renewables.
Y
Qualified bundled, local geothermal renewables from the Geysers.
Quantity ramps slowly over ten year term.
Total procurement= 1,312,000 MWh. The 2014 through 2016 volumes
under this contract, when added to the Constellation volumes, raise 5CP's
Calpine 1
May 1, 2014 to December 31, 2023
2014 through 2016 qualified renewable content to appx. 3396.
Y
Qualified bundled, renewable, 30 MW solar photovoltaic power plant
located In the Central Valley.
Mustang
January 1, 2017 to December 31, 2036
Expected contract lifetime output= apex. 1,605,000 MWh
Y
Qualified bundled, local geothermal renewables from Die Geysers.
Quantity brings total MW contracted between Calpine i and 2 to 30 MW
in 2017 and 50 MW In 20111-2026.
Total Calpine 2 procurement =3,156,000 MWh (total Calpine 1 and 2
Calpine2
January 1, 2017 to December 31, 2026
procurement=4,497,000 MWhl.
Y"
Qualified bundled, renewable, 40 MW solar photovoltaic power plant
located In the Central Valley.
Mustang 3
January 1, 2017 to December 31, 2036
Expected contract lifetime output = appx. 2,140,000 MWh.
Y
1 -year contract for qualified bundled, renewable, 30 MW solar
photovoltaic power plant located In the Central Valley.
Mustang 4
January 1, 2017 to December 31, 2017
Expected contract output= appx- 85,000 MWh.
Y
Various contracts for 1,839 MW of system -wide and local generic and
Constellation 2015 Resource Adequacy January 1, 2015 to December 31, 2015 flexible Resource Adequacy to meet 2015 CPUC Compliance obligations. Y
Various contracts for 164.4 MW of system -wide and local generic and
Calpine 2015 Resource Adequacy January 1, 2015 to December 31, 2015 flexible Resource Adequacy to meet 2015 CPUC Compliance obligations. Y
' Constellation 1 also Includes the purchase of 223,725 MWh of qualified
unbundled renewables. SCP will, however, consistent with California law
and PG&E's permissible usage, only use qualified unbundled renewables
towards 15% of our minimum mandated RPS requirement in 2014, 2015
and 2016, and will use NO unbundled renewables towards GHG emission
offsets. SCP has no plan to procured qualified unbundled renewables any
of our mandated or valancery RPS goals after 2016. For more Information
an SCP's decision to use zero discretionary unbundled renewables, see
hnp,d/s omomadeamporver.org/gym-resource-plan/
Price is escalated annually by a set percent. The price for this contract
Is therefore fixed, but not flat.
5-1