HomeMy WebLinkAboutStaff Report 4.A 09/12/2016DATE: September 12, 2016
Agenda Item #4.A
TO: Honorable Mayor and Members of the City Council through City Manager
FROM: John C. Brown, City ManagerlAi�
SUBJECT: Resolution Approving the Third Amended and Restated Joint Powers Agreement
Relating to and Creating the Sonoma Clean Power Authority
RECOMMENDATION
It is recommended that the City Council adopt the attached Resolution authorizing Petaluma's
representative to the Sonoma Clean Power Authority's Board of Directors to approve a Third
Amended and Restated Joint Powers Agreement Relating to and Creating the Sonoma Clean
Power Authority.
BACKGROUND
In 2002, California Assembly Bill 117 authorized cities and counties to purchase and /or generate
electricity for residents and businesses within their jurisdictions through a Community Choice
Aggregation. This enabled local governments to provide commodity electrical services to their
constituents rather than through an investor -owned utility, such as Pacific Gas and Electric.
The Sonoma Clean Power Authority (SCPA) was created on December 4, 2012 by a Joint
Powers Agreement (JPA) between the County of Sonoma and the Sonoma County Water
Agency, to establish Community Choice Aggregation for the County. Under the JPA, cities and
towns within Sonoma County can participate in the SCPA program by adopting the resolution
and ordinance provided for by the Public Utilities Code. The JPA also provides membership on
the Board of Directors for any city or town participating in the SCPA community choice
aggregation program. The original JPA was amended twice in 2013 to address, among other
concerns, governance issues — including voting rights and weighting raised by cities as they
joined the JPA. Petaluma adopted the requisite resolution in December 2014 and the requisite
ordinance was approved in January 2015. Every city and town in Sonoma County is now
participating in the program. Vice Mayor King currently represents Petaluma on the SCPA
Board of Directors.
DISCUSSION
Over the past year, the SCPA Board has discussed extending the community choice aggregation
program to Mendocino County. It has also discussed potential JPA amendments, both related
and unrelated to Mendocino County, governing SCPA operations.
In July 18, 2016 an SCPA representative gave a presentation to Council regarding the proposal to
include cities and the County of Mendocino in the Community Choice Aggregation program, and
proposed changes to the JPA. Attachment 2 is a copy of that presentation, which can also be
found in the agenda materials for Council's July meeting posted on the City's website.
In addition to updating language to account for changes occurring since SCPA was formed, the
most substantive changes in the proposed new language are:
• Combine two existing advisory committees into one new "Community Advisory
Committee" (Section 4.5);
• Update and clarify the purposes of SCPA (Recitals C and D) that supports the energy
procurement process by requiring the Board of Directors to establish procurement criteria
under which the Chief Executive Officer may execute energy contracts (Section 4.4);
• Require members of the Board of Directors be elected members of the governing body of
entities participating in SCPA (Section 4.7);
• Allow the Board of Directors discretion regarding representation on the Board for new
participants outside of Sonoma County (Sections 4.7, 3.1). This would allow the Board
to offer service to Mendocino County, which would receive one seat on the Board, while
giving the three incorporated cities one joint representative, rather than three
representatives as is required under the current JPA; and
• Allow the Chief Executive Officer to temporarily change rates for up to three months due
to PG &E rate changes or unforeseen circumstances (Section 4.5.2.1.1).
With respect to the fourth bullet point, Attachment 3 is an updated "weighted voting" table,
representing what the weighted voting shares would be with the jurisdictions in Mendocino
County.
In addition to the amendments contained in the attached draft, the Board may also consider the
following alternative language, requested by individual Board members:
minor changes to the recitals in Section C to clarify that the goal of stimulating the local
economy is furthered by all other SCPA goals, including the goal of providing
competitive rates;
additional language requiring a majority of the members of the new Community
Advisory Committee to be appointed to represent the interests of SCPA customers as
ratepayers; and
retaining language allowing non - elected individuals to serve on the SCPA Board.
A redline document showing the proposed amendments is provided as Attachment 4.
With respect to the third and eighth bullet points, it has been the Petaluma City Council's
position that each agency should be able to appoint the representative of its choice, regardless of
whether or not that individual is elected.
The proposed changes to the JPA shown in attached draft were the result of meetings of the
SCPA's Business Operations Committee, Ratepayer Advisory Committee, and Board of
Directors, during which proposals for amendment language were discussed. The amendments
2
proposed in Attachment 4 are scheduled for the SCPA Board's consideration and approval on
October 6, 2016.
Following the July 18, 2016 presentation by SCPA, Councilmembers briefly discussed the
proposed changes and amendments. Vice Mayor King indicated his general approval of these
changes and amendments, and asked the City Councilmembers to share any concerns they_may
have with them, and indicated that in the absence of substantive concerns it would be his
intention to vote to approve these changes. The attached resolution (Attachment 1) was prepared
for the City Council to provide voting authorization for Vice Mayor King to approve the
proposed Third Amended and Restated Joint Powers Agreement Relating to and Creating the
Sonoma Clean Power Authority.
Under the JPA, amendments generally must be approved by a two - thirds vote of SCPA's Board
of Directors. The JPA also requires parties and participants be provided written notice at least 30
days in advance of consideration by the Board of Directors of any amendments. A letter,
constituting that notice, was received via email in my office on August 18, 2016 and is included
as Attachment 5.
The Board will consider these amendments to the JPA at its meeting on October 6, 2016.
Approved amendments will become effective immediately.
FINANCIAL IMPACTS
There is no calculable financial impact to the City of Petaluma associated with the recommended
action.
ATTACHMENTS
1. Resolution
2. SCPA Presentation from July 18, 2016
3. Redlined Draft of Third Amended and Restated JPA
4. Tabular Display of Weighted Votes
5. Notice of Consideration of Amendments to JPA
ATTACHMENT 1
Resolution No. 2016- N.C.S.
of the City of Petaluma, California
AUTHORIZING THE CITY OF PETALUMA'S REPRESENTATIVE ON THE
BOARD OF DIRECTORS OF THE SONOMA CLEAN POWER AUTHORITY
TO APPROVE A THIRD AMENDED AND RESTATED JOINT POWERS
AGREEMENT RELATING TO AND CREATING THE SONOMA CLEAN
POWER AUTHORITY
WHEREAS, on December 4, 2012, the County of Sonoma and the Sonoma
County Water Agency approved a Joint Powers Agreement creating the Sonoma Clean
Power Authority ( "the Authority "), and under the Joint Powers Agreement (JPA), cities
and towns within Sonoma County may participate in the Sonoma Clean Power CCA
program by adopting the resolution and ordinance required by Public Utilities Code
§366.2; and
WHEREAS, in December 2014 the City of Petaluma adopted the Resolution, and
in January 2015 adopted the Ordinance, required by Public Utilities Code §366.2, to
participate in the Sonoma Clean Power CCA program; and
WHEREAS, the cities of Cotati, Cloverdale, Rohnert Park, Santa Rosa,
Sebastopol, and Sonoma, and the Town of Windsor have also adopted the ordinance and
resolution required by Public Utilities Code §366.2, and are now participants in the
Sonoma Clean Power CCA program; and
WHEREAS, cities and towns choosing to participate in the CCA program have
membership on the Board of Directors of the Sonoma Clean Power Authority as provided
in the JPA; and
WHEREAS, the JPA was amended twice in 2013; and
WHEREAS, the Authority now seeks the option of expanding participation in the
CCA program to the County of Mendocino and its member jurisdictions; and
WHEREAS, the Authority has, through its staff, Board, and committees,
undertaken an extensive process to review and propose amendments to the JPA regarding
governance, operational issues, and clarifying language; and
WHEREAS, the JPA requires that participating jurisdictions are provided notice
of pending changes to the JPA, at least 30 days in advance of any consideration of any
amendments; and
4
WHEREAS, such notice was provided to the City of Petaluma in a letter dated
August 18, 2016; and
WHEREAS, under the JPA, amendments generally must be approved by a two -
thirds vote of SCPA's Board of Directors; and
WHEREAS, Petaluma's representative to the Authority's Board of Directors has
requested voting instructions from the City Council; and
WHEREAS, proposed changes to the JPA were shared with the Council in
summary fashion in presentation from Authority staff in July 2016, and in a staff report
dated September 12, 2016, and were further provided in their entirety in a redlined draft
included with the September 12, 2016 staff report as Attachment 4; and
WHEREAS, the most substantive of the proposed changes are summarized as
follows:
• Combines two existing advisory committees into one new "Community Advisory
Committee" (Section 4.5);
• Updates and clarifies the purposes of SCPA (Recitals C and D) Supports the energy
procurement process by requiring the Board of Directors to establish procurement
criteria under which the Chief Executive Officer may execute energy contracts
(Section 4.4);
• Requires members of Board of Directors be elected members of the governing body
of entities participating in SCPA (Section 4.7);
• Allows the Board of Directors discretion regarding representation on the Board for
new participants outside of Sonoma County (Sections 4.7, 3.1). Mendocino County
and its jurisdictions are currently being considered. Gives the three incorporated
cities in Mendocino County one joint representative, rather than three representatives
as is required under the current JPA;
• Allows the Chief Executive Officer to temporarily change rates for up to three
months due to PG &E rate changes or unforeseen circumstances (Section 4.5.2.1.1).
• Makes minor changes to the recitals in Section C to clarify that the goal of
stimulating the local economy is furthered by all other SCPA goals, including the
goal of providing competitive rates;
• Adds language requiring a majority of the members of the new Community Advisory
Committee to be appointed to represent the interests of SCPA customers as
ratepayers; and
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF
PETALUMA FINDS AND RESOLVES AS FOLLOWS:
1. The foregoing recitals are true and correct; and
2. The City of Petaluma hereby authorizes its representative to approve
extending participation in the CCA program to the County of Mendocino and its
municipalities, and to approve changes to the JPA as summarized.
5
ATTACHMENT 2
Presentation: Document Received After Agenda Distribution
K
.4on
nPower
Local, Renewable, Ours.
Update on JPA amendments and possible
service to Mendocino County
r!�I Ve�
t (I')cj,ff. Rewma ale. Ours,
Update on:
SCPA performance over the last two years
Proposed changes to Joint Powers Agreement
Proposed service to Mendocino County
Provide feedback to SCP and Director King prior to final SCPA
Board decisions on these issues
2
Local. Renewable. Ot,ms,
. Community Choice Expansion
Operating in 2016
• MCE Clean Energy
• Sonoma Clean Power
• Lancaster Choice Energy
• CleanPowerSF
• Peninsula Clean Energy
Coming in 2017
• Silicon Valley Clean Energy
PG &E estimates 40 -50% of load will be served by
in 2030
I-ocal. Renewi-ible, Ours,
First Two Years: Participation
■ All eligible cities participating ,
88% customer participation (population = 450,000)
Relletf4Pa ble. Ours.
■ Completed construction of 70 MW new solar (Lemoore, CA)
■ Contracted for up to 12.5 MW "floating solar" in Sonoma
County
■ Contracted for 3 MW of private ProFIT solar (Cloverdale,
Petaluma)
■ 48% reduction in greenhouse gas emissions
r!�I Ve� -n--"
I ,ocal. i¢;t31`if?Vtl'c`3ble, Ot. s
• $50 million in customer savings
• Paid $890,000 to net metering customers for excess power
• Paid off all debt four years ahead of plan
• Reset rates to ensure 2% bill savings July 1, 2016 despite large
exit fee increase from PG &E
• Established approximately $20 million in reserves (actual
amount still subject to close -out of fiscal year)
�Y
.�( )no na
De Power
Proposed Joint
1. Combines two existing committees into one "Community Advisory
Committee"
2. Clarifies purposes of SCPA
3. Adjusts power contracting process to avoid need for long-
standing ad hoc committee
4. Establishes an emergency rate - setting authority
5. Requires SCPA Board members to be elected officials
6. Gives Board discretion about how many board seats to offer any
new region outside Sonoma County
t> jo 1-
Power
Local. Renewable, Ours.
• New Community Advisory Committee would replace the
Ratepayer Advisory and Business Operations Committees
• Retains scope of both existing committees (rates /budget and
contracts /program review)
■ 7 to 1 1 volunteer members. No Board members.
■ More efficient use of staff and committee members
■ Change is supported by all current committee members
8
r4�1 Ve� -'n-" -
2. Clarify Purposes of SCP
• Focus on reducing greenhouse gas emissions and total energy
use
• Recognizes that goal of supporting the local economy is a
general goal, and not limited to promotion of local renewable
energy resources
A
r!el Ve�
Wcal, Renewable. Ours.
3. Updates Energy Contracting Process
■ Existing JPA requires Business Operations Committee review and
comment on energy procurement contracts
■ Not a helpful practice due to confidential terms, potential harm to
customer rates due to inefficiency, and need for expert legal
review
■ Resulted in creation of temporary process that included a Board of
Directors "ad hoc" committee to review procurement contracts
■ New JPA language would allow the Board to adopt specific
energy contracting criteria and consultation process, and allow
CEO to execute procurement contracts falling within those criteria
if consultation process followed
0
4. Emergency Rate Setting Authority
■ Makes it possible for the CEO to establish a customer rate
change in an emergency (i.e., PG&E has sudden change)
■ Requires Board ratification within 90 days
II.
I o(,-.al, Renewable, Ours,
5. Requires SCPA Board Members to be Elected
Officials
■ Requires that all SCPA Board members and alternates are
elected officials
■ Grants one year transition period for any existing directors
12
Ve� t`e
� w
Locad, Rer.iew; bl e. ()( -,,rs.
■ Existing JPA requires any new participant to be granted one
seat on the SCPA Board of Directors
■ New proposed JPA allows SCPA Board to specify the number of
board seats that new non - Sonoma County jurisdictions would
be given
■ Retains all current board seats for existing members
1.3
8
Local, Renewable, Ours,
Update on Service to Mendocino
■ Mendocino first requested service in 2013
■ Staff urged delays in considering expansion until all Sonoma
County operations were tested and proven
■ SCPA Board began discussing Mendocino in summer of 2015
and adopted a policy governing the process for expansion in
December 2015
■ Presentations throughout Mendocino County in first half of 2016
IE
rilVea___t�
� w ,
l ocical. Rene,,wala le, Ours.
Update on Service to Mendocino
■ SCPA Board voted to offer service to Mendocino on July 7,
2016, with these conditions:
a) Passage of JPA update to allow Board to offer fewer board
seats to non - Sonoma County jurisdictions;
b) Passage of Mendocino jurisdiction of statutorily required
resolutions and ordinances; and
c) Adoption by SCPA Board of resolution required by JPA to
accept Mendocino jurisdictions as participants
15
1,oc al. Renewable, ears.
Update on Service to Mendocino
■ Would expand SCP load served by 19%
■ Service would begin June 1, 2017 if all decisions are finalized at
October 7 SCPA Board meeting
■ Impact on SCPA net income is too small to accurately forecast:
- Possible short -term impact is reduction of about 1
- Possible long -term impact is increase of about 0.5%
Would delay roll out of any programs to Mendocino County for
one year to recoup any costs relating to expansion of service
6
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Po'wer
Lof-al, Ren,,-,,wable, nur�,,
ATTACHMENT 3 ii
w1Third 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 & r€1Third Amended and Restated Joint Powers Agreement ( "Agreement "), effective as
of Jtlz0 -1 date . is made and entered into pursuant to the provisions of Title 1, Division 7,
Chapter 5, Article 1 (Sections 6500 et seq.) of the California Government Code relating to the
joint exercise of powers among the parties set forth in Exhibit B ( "Parties "), and,,_as of this date,
supersedes the original Joint Powers Agreement dated December 4, 2012 -and,. the First Amended
and Restated Joint Powers Agreement dated June 25. 201 and the Second Amended and
Restated Joint Powers Authority dated July 25, 2013.
RECITALS
A. The Parties share various powers under California law, including but not limited to the
power to fit{ a soppy generate, buy and sell power and aggregate elec- ri- e4yelectric"
load for themselves and customers within their jurisdictions.
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. The purposes for the entering into this Agreement include
.,a ,a„ +�,,, „ ,
a. Reducing greenhouse gas emissions ��. -�-r.� �- ,,�— ��- FSi= pe weFin 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 total energy consumption;
d. Stimulating and sustaining the local economy, including by developing or
promoting energy resouree:s; and
e. ______Promoting long -term electric rate stability �,w(-t energy security -and, reliability4c£ l!
1'eliid%,it`.' 11.11 VOHY,-`1 .-I id rest lerice.
D. It is the intent of this Agreement to promote the development and use of a wide range of
Et 1> - ' ; t f t ,k -N- I i1- I 1 _I 6
renewable energy sources and energy efficiency programs, including but not limited to
solar, wind, geothermal. and biomass energy production. ''Phe- pu"hase f =a le
with a tmnsitizy;=f.,i4
l�aese giotl b e� nl�o€se eaissi�;preferec e for local +ene$vahiprpc�ttro
g- w-1 -}rgeAq!t-d -Re4h-oEl:distributed sources and California sources.
E. The Parties cleei e taa� -iliave established 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.
F. The Parties . -__' .',_ _. �4 ahave adopted 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 331.1(c) and 366.2 ( "CCA Program "). - first
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
E-,h444- ; and Voting Shares
ARTICLE 2: FORMATION OF SONOMA CLEAN POWER AUTHORITY
2.1 Effective Date and Term. This Agreement sha-1-I-- beeei -n ;beca)ne effective, and (lie
Sonoma Clean Power Authority -- ,441 --e xi4conmrnenced existence as a separate public agency, on
tl�e date tii1xc�( is�trtc d b} Lecembe° 4, 20121the l +tip —Thc tl:3ri #1
leg° � =isle c tip c=ie -thy l?a� tic sc�f 1 Effective
Date T""). 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
25 , i- L' -Dra 11: -1 1 - I r 2
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
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 - related 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 make 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 property;
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
from any federal, state, or local public agency;
2.4.11 to submit documentation and notices, register, and comply with orders, tariffs and
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 CEQA. 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).
ARTICLE 3: AUTHORITY PARTICIPATION
3.1 Participation in CCA Program. 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),
of a 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. articipation. 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.
-, —f � -0 = 1— ! � €.a. >). `' —1 '? [ �._ j i't_ �7 1 ! _ 16 4
3.3 Participants 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
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 composition of the Board shallll�r�i:n 1r:,z�pp:ri k� =the
sl�al- k-i -pon- the - add -i is -be
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. Dirs �nae (lrt r�l ���el r
te
Be�ar�- o#- ��tpe�� =tom- f�t�= s -�#=th no# e- ����ir- rg- hcaa��cl- �#= an���t�n- ieipal- i- tt��= or- c��t�nt��- c�t;c�•ting
4.2 Quorum. 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. The 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 or inodific.ation of the Atiiiva4 --annual bgdget.
e. The adoption of an ordinance.
f. 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
Ap
= - --
any other category of service provided by the Authority, exce ptl Ens provided in Section
4.5.2.1.1.
411 Ariv agreement between the Authority andPam or Participant if the total
arnount payable under the a geeernent and other agreements with the Party or 31'artici 2ant is
more than $50,000 in any fiscal year.
i. Termination of the CCA Program.
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. T-h
t he agi-eeflienll - and, eilkei- rrxrrrehea cer15 cii rccrtrm .
fig ea-pThe Chief Executive Officer may enter into and execute any Eneroty Contract. in
accordance with criteria and policies established by the Board.
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-M+", All advisory commissions boards and committees
established by the Board shall comply with the requirements of the Ralph M. Brown Act. The
Board may establish rules, regulations, policies, bylaws or procedures to govern any such
commissions, boards, or committees, iludim4civisoy C— c�nattc= and t�
B a it € s pc ratica esmni4te� and shall determine whether members shall be compensated or
entitled to reimbursement for expenses.
4.5.1 Rate ° �Cominunity Advisory Committee. The Board shall establish a
Ratepa-yerCor lmrrr>ity Advisory Committee consisting of a miniD Lrr17 of seven members
and a maximum of eleven members, none of whom may be members of the Board. 44wee
eu:erie s��rhl appointing, members 4ia14-4o r-e-sideiitl9l etistemefs
-shall le —a ttj— Cm,n�it*� n,I -lto the Committee, the [hoard shall Lrse its best
efforts to appoint a balanced, groan of individuals who (a) represent the interests
of t i- ecustomers as ratepayers.- (both residential and commercial /industrial) or' (b) have
expetlise in one or more of the areas of management, administration. finance, or contracts
(in either the public or private sector), infr,astrrrctUre developmem. renewable power
,generation, power sales and marlcetina, energy conservation, public policy development.
or public relations_ The Board shall publicize the opportunity to serve on the
1 -tef)rr- yer- CorI7mrillity Advisory Committee, and shall appoint members of the
Rfttep afommgnity Advisory Committee from those individuals expressing interest in
serving. ,jiving a_ reference to ipdi`�itiWI_s WhO rrrC custOJIM °s.of the CCA f1rograni,
Members of the Advisory Committee shall serve staggered four-
year terms {tl�fnt 1 rm of tl�fd Elemlror= rrlrrirvo
determined by. the Board of Directors. A member of the 1Zatepay rC.;ommninity Advisory
7-11-16
Committee may only boremoved 6v the Board of Directors bvatwo-thirds vote no
provided iu Section 4.7.5. Each member ofthe Advisory
Committee shall have one vote; a majority of members shall constitute a quorum; and a
majority of a quorum in sufficient for committee action.
4.5.2 The
R-fftepay-eFConunLqiLt,y Advisory Committee shalt iiieetat least six
year, and shall have the following duties and powers:
4.5.3.1 Review of Budget and Rates. The proposed annual budget of the CCA
Program and any rates ox charges proposed 1obc imposed 6v<he Authority for
CCA Program power or services ybu1l be submitted to the
Advisory Committee for review and c0000000t. _ Following review bythe
1;4-* Advisory Committee of any such matter, the committee
shall recommend to the Board that the matter be approved, approved as amended,
or disapproved by the Board. The recommendation nfthe
Advisory Committee shall bn communicated to the Board and noted outhe
agenda for the meeting at which the Board considers the matter. The Board may
impose uroououab/e deadline for action onthe Advisory
Committee as necessary to ensure the timely setting of rates by the Authority.
Notwithstandijig, the requirements in Sections 4.3 and 4.5.2. 1, the Chief.'Exectitive
Officer iDay changeany rate for power sold by the Authority or any Charge for
services provided b�, the Authority if (a) the need for the change arises frorn (i)
unforeseen c ircLini stances, (ii)a change in rates or charges imposed oil the
ALIthOIJO., or its customers by PG&E, the CPUC, or any other regUlatory agency.
or (iii) techiiical deficiencies or errors in ati existiiia Autliority rate or charge, and
(b) the Chief ['.xecutive Officer determines. following consLiltatioi) with the Chair
of the Board of Directors. that the change is reasoiiably necessary for budgetary
reasons or to keep the Authority's rates atid charges cornpetitive, Chaiiges in rates
or charaFes inade b�, the Chief Executive Officer Linder this Section shall be
brOLI lit to the Board of Directors at the next schedUled meethig for coilsideration
and shall expire after 90 days unless ratified by the Board of Directors.
4,522 Review of Policies and Programs, The Cot-njinjiiity Advisory Col-rimittee
the Board of:'Direccors. The Comnwiiity Advisory Coi-niniftee shall have (lie
significant operational changes proposed by the Chief ExCCLItiVe Officer for the
y Coin
action Or a )proval is iiot a prerecitfisite to the Board of Directors' or the Glief,
7
4.5.2") Reports to the Board, The Conimunihv 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.
4.5.2.4 Placing Matters on Board's A enndda. The last {yerConimunity
Advisory Committee may place any matter relating to the Authority or the CCA
Program on the Board's agenda for consideration and possible action.
4.5.2.45 Support for R-qt-_-pay�,Conimunity Advisory BoardComniittee. The
Board shall provide for reasonable and necessary administrative assistance to the
R--ate rC'ommunity Advisory Committee. The R,-Aepayff y the
Community Advisory Committee -am =, the Chief ExeClltiVC Officer shall enter
into contracts as reasonably necessary to carry out isthe duties and powers of the
Community Advisory Committee; 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 $50,000 per year, and (c) the contracts are in a
form acceptable to the Authority's Chief Executive Officer and General Counsel.
The Board of Directors may authorize an amount in excess of these expenditure
limits if it finds and determines that it is reasonable and necessary to do so for the
Rate paycfCommunity Advisory Committee to perform its obligations.
4.5.3 -Business Oper-ations, C;efflfflittee. The- Board shall establish a
GoiniBi ¢ T-i,, --e-'an
L r`�f t1 Vt'l[CIi'�4 Vr�i d[ I[I%p lE✓f3I4i�;I "3�� I L [ i
Bt�ars o f i� e to ss hu i t p e i rr c- tl s c� ,,einent;
a€ minims r-ifil -an -ele, i c � t ;acts -i�a t tL re -�lle �1t 3 3 t ►3 as le-pc i°
ef b. y
;ln4te e shall meet no IUDs fi -e Andy than I-.i �ealthl Committee inembers =ih 11-be
a- pl�ti- t- �a- ��l�- �- i�c��- �t-- �•= eza- �t�r- �n- :a- {-t lei -mot-- tam- o- f- t�= o- �= tl�ola�c-- ts�� =�>
i 3' E- i Tks 3v si ?�- JHH't%'- ti-l�la$j�31 It j Elr
ffler-l- i-I-3ei�,q s'rl}Qrll -f.- Eft= i' tact— t%- c' ii- r- i�? r' uiza ',zia= rcrciTC"-'rc'ajoi =rL�" � -
��„
i3�%3 �i�i=�rn'= rci�,�'-<re -i; t�%? 1T£ 1- f��i- 1" i�ri�l� 'd- tH- f=��`i- t�3- l�L+r•.�i$.'; lei -'-€= f�- fE�i=- £?�°s�- }�€-:� -ts e
�-'�333- F�i-i�c- �%-1%%c:V'i= tit— £i�3 %%�iH�n c'r -i'rc c, �:= E3-�,rc'1-1-'r'r•�l'r^� �ir'iii�t`,I
he f`l, e �. ti n
}S$�cri� "rx ccz c i=cBZrj= laf�iPE st tllelti '. -
i����l�n��ti��l�-- �a��lE�% �- ��ec= e�sau�1- t�- su�l�- l°e�i���fhe
Arltic� it�to theme= haf�lti Cf%a ol= to -tla� C=li1 cat- Iolal�i tat Lil�ls
�,�,,,n1itt,° = 1,5,2.E Chief l xeCLIIive Officer Reports to �. ornmLinity Advisory
��� -rte.
C_onirn ittee.. The Chief Executive Officer shall prepare, no later than the 20th day
of each first month of each fiscal quarter, a report to the Busine ?s
Opp- tion-sColnal Lill ity Advisory Committee on the operations of the Authority
,1 r ,: 1 I , y — _ <' (', 1 1 "11 11 7-1 1-16
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 delivered, and a narrative
description of energy efficiency, energy conservation, renewable power
generation, and other programs carried out by the Authority.
tlre— Gh4e-f-4-:1--wea cep=d #erye llc� cans nit
4.5� 4.5.2.7 Other Delegated Powers. The Board of Directors may delegate
such other and further powers and duties to the ill III unity
Advisory Committee as it shall determine in its sole discretion.
4.5.18 Existing Committees Dissolved. Effective as of the date this Third
Amended and Restated Aareetllent is approved, the Ratepaver Advisory
Comi- nittee acrd the Business Operations Committee are dissolved.
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 s ar i
man T 7 'Ie •� t; 1 R,� �t a t ,i 6 r
= -�-� — o�, ��— �eff4:mac . The Board of Directors
shall consist of one ap ointee from each Participam located tvithin the appr- owtl-boundaries of the
BfYffk m COLIJIN of Sononia, and one joint appointee from the pa4i sation -e f)Loumy of Sonoma
and the Soiiotiia County Watet° . � 3e�v. if the Board of Directors a 3 3rd ones any other
„ municipality or county (the of` AdE[itk+PAas a Participant e;
C—� i:fl pursuant to Section 3. 1, the Aiitieii��tBoard of Directors shall be
eatitl-ed- todetenniiie whether such municipality ot° county or any eot)ibination thereof) nay
appoint effcaii additional member to the Board of Directors. Each Party or Participant al2pointint
a nlernber to the Board of Directors may also appoint an alternatef44 to serve in the absence of its
Director(s)- L -Jpc4n sL-j,ca1l--al)l)Oi +lti+-lc i -i-t;7- .l F.,.such appointee ajid alternate must be all elected
member ofthe governing board of his or leer appointeng body: provided however, that any non-
elected at pciiitee or altertiate on the Board of Directors as of the date this Third Aiiiended and
Restated .loins Powers At reetiient becomes effective tnay contitnrte to serve on the board of
Directors for a period of one year following such effective date.
The voting shares of Directors and approval requirements for actions of the Board shall be as
follows:
4.7.1. Voting Shares.
3_)t_1t 7 1 I I6
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, Ys' rcie ^¢ to the �; . ¢ year + „a.lig tile
s t'fl }j., L? ,.i, �c. Lan }��� �� „f,gi„ �i• i• j ja'+ °1 �`�`t1'Y_�., "c`� �
'YV d'l�C�TIL --1 i1ii�— iT'rl }- fl�YY1T�Y -I-'' �±SpL- Git —e �rR 1T3CC14TT�T'YT.Ci- IlT� ".l .s�}
tl= ic�cte- tl�rni�rsay -etivo F3 the annual electricity usage,
expressed in kWh, of accounts within a Party's or 1'articipant's respective
jurisdiction that are served by the Authority; and
(b) "Total Annual Energy" means the sum of all Pftrti ^
e;' n' �
1�tt- �c� -(atc: hZan- tlarel -1 �# ac1� eZ An��ua1 Energy Use, expressed in kWh. of
accounts within the iurisdictions of those 11arties and I'articipafits who have
ap ))ointed a director to the Board of Directors.
(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
electricity usage within the unincorporated area of Sonoma County.
F g, if a Party ),
t O>
(AV-e, t
4.7.2. Exhibit Showing Shares. hares. The 4W- voting shares of each member of the
Board of Directors are set forth in Exhibit -DC. Exhibit DC shall be revised no less than
annually as necessary to account for changes in the number of Parties or Participants
appointin4 members to the Board of' Directors. and changes in the Parties' and
Participants' Annual Energy Use.
4.7.3. Approval Requirements Relating to CCA Program. 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 Approval by Voting 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 of a
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 of the Directors present at the meetin =, as
determined by Section 4.7.1 except as provided in Section 4.7.5.
4.7.5. Special Voting Requirements for Certain Matters.
A. Two - Thirds and Weighted Voting_ Approval Requirements Relating to
Sections 4.5.1, 7.2, and 8.4. Action of the Board on the matters set forth in Section 4.5.1
(removal of member of P"t��-.xty ,'rCc. iEmLmi -,,, Advisory Committee), Section 7.2
.,l: (11-7 0 s 10 ��_
(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 Participant's
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 Party
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.
B. Seventy Five Percent Special Voting 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 of at 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 of any 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
It 711 .1._6 1 1
7.3.
,OA. R.edaetieii iji Nambef Of Me, -V,, App -)uph, of omff- ate -en€ w'-ft
Epp + rz r� r7' t n a
car the
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- _. 4'a._> %`'4r e i'YL "x'L;L;L
Rosa shall 11-le e-14+14"WE" 11-0 +,he- saiBe flufflblet Of oil the, BORM, Rs tho (;O�Iilty 4 Selieffla
iiiit tl v t�t3k?i13i 1 { +1 ' ""atel, Ageflej'-
4.8 Meetings and Special Meetings of the Board. The Board shall hold at least four regular
meetings per year, but the Board may provide for the holding of regular meetings at more
frequent intervals. The date, hour and place of each regular meeting shall be fixed 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 P atlasCon�nunity
Advisory C o3�aitl�e —Bu sic s Op�eiti�� 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 M. 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
[')rat 7-11-16 12
t- , i- "j$i
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 further specified in Article 6.
4.10 Administrative Services Provider. The 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
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 DOCUMENTS
5.1 Preliminary Implementation 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.
5.1.2 Implementation 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 Authority Documents. The Parties acknowledge and agree that the affairs of the
Authority will be implemented through various documents duly adopted by the Board through
Board resolution. 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 1 and
ending June 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
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 shall 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 fiii- tia -la tm ai budget shall be approved by the Board. The Board may
revise the budget from time to time �c gbh u,' ='Dom. was may be
reasonably necessary to address contingencies and unexpected expenses, Al I ail
qu lit
aet- +it ie rrE- _cs:sw3i § --t %-i33i I ¢ 1-crrc z �- A� iit?bfz i3� 1 4 c Ar =afrgi c i 34 %E3t �s
c7`�7G'{LIiTCe'i- 9-i'b. 7ti.'`s- t- al:S7 -3" '.— i����i'�'i"�- '`E�'i'C .9-Zli"xinalu
A ,pie,N-ed, - D ft 1-1.1__16 14
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Isueh r not be enti�ce'c�e ds rcc(ry
67�446.3.2 CCA Program Costs. The 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.
ARTICLE 7: WITHDRAWAL AND TERMINATION
7.1 Withdrawal.
7.1.1 Right 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.
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 Participant's 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 Liability, 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 Party or Participant. Participation of a 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
E o _ Iti 15 )'c
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 Liability; 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
Participant's 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
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 withdrawal
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 Participant's 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 Disposition of Property upon 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 under 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 Negotiations 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 Dispute Resolution. The Parties, Participants, and the Authority shall make reasonable
efforts 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 Liability of Directors, Officers, and Employ. 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 Participants. The Authority shall acquire such insurance
coverage as is necessary to protect the interests of the Authority, the Parties, the Participants, and
the public. The 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 Agreement. 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 Assignment. 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 Severability. 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
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 office of the clerk 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.
:-1- 0-- -004 --1 111- itInC4 40- GO nsidef RIC-11 3 e �t c f f its lira three n etin� ��lte r�l
T,
fe-
te Tim ov cn, s= C-;trcr ccitrizcz�i, y—c., .3„ fl ?i112 +
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101 -!' F 1 1 1 1 -I 1 6 18
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 seq.)
"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 document(s) duly adopted by the Board by resolution or motion
implementing the powers, functions, and activities of the Authority, including but not limited to
the Operating 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 December 4. 2012. the date on which this Agreement s4+,4[
ltac+�becarne effective and the Sonoma Clean Power Authority shA, 41ae 3,aii to exist as a
separate public agency��,de�
"Energy ContracC means any agreement for the l)urchase or stile of electrical eiiergy, Coiro __any-
retated attributes, alicluding butt not limited to c112acity, resource adequacy, transinission or
congestion rights, response products, or enviroinnental attributes.
"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
Dil 19
Authority's initial activities or in support of the negotiation, preparation, and approval of one or
more Administrative Services Provider Agreements and Program Agreement 1. Administrative
and operational costs incurred after the approval of Program Agreement 1 shall not be considered
Initial Costs.
"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.
"Total Annual Energy" has the meaning given in Section 4.7.2.
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, City of Petaluma; City of Rolinert Parr; City of Cloverdale
Exhibits Gan -d - -D
Annual Energy Use and Voting Shares
T 7 ' I-S
Party/Participant
City of Cloverdale
GOTA440ty of Cotati
4ANP�A- - ;,A:Citi- of
Petaluma
SEBA& 'Ql?0-LC'ity of
Rolinert Park T
3 4-4City of Santa
Rosa
A�IGU 1 l';1C-WACity
of Sebastoa l
NV4NLPj4(4RIC'itv of
Sonoma
County of Sonoma
To: wn cif Windsor
44-7-.356,4-3-8047.033
409-.4-79 206.884.365
W-45—,6-.3-3-2- 895830.982
045 381,441
44-.4,5-6 IQL53- 69,071,078
949,469,086
101.875,4 12
Voting
�t-v
Shares
1
-21
4 -3-1_3 1
MI
-331
X21
�3
35
41
Total 100
22
ATTACHMENT 4
SCPA Voting Shares
August 8, 2016
Voting Shares
Annual Energy Use
Voting Shares
(With All
(kWh)
(Current)
Mendocino)
CLOVERDALE
37,537,769
1
1
COTATI
33,051,134
1
1
PETALUMA
356,047,033
13
11
ROHNERT PARK
206,884,365
8
7
SANTA ROSA
895,830,982
33
29
SEBASTOPOL
45,381,441
2
1
SONOMA
69,071,078
3
2
UNINCORP. SONOMA
949,469,086
35
30
WINDSOR
101,875,412
4
3
SONOMA TOTAL
2,695,291,368
100
FT BRAGG, WILLITS, PT ARENA
89,795,654
3
UNINCORP. MENDOCINO
360,437,206
12
MENDOCINO TOTAL
450,232,860
SO. +MENDO. TOTAL
3,145,524,228
100
ATTACHMENT 5
r I �'�Iean Power
no a
Local, Renewable, Ours,
August 18, 2016
City of Petaluma
John Brown, City Manager
Via email to citymgr @ci.petaluma.ca.us; ibrown @ci.petaluma.ca.us
Dear John,
Over the past year, the Sonoma Clean Power Authority (SCPA) Board of Directors has
been discussing potential amendments to the Joint Powers Agreement (JPA) governing SCPA
operations. Under the JPA, amendments generally must be approved by a two - thirds vote of
SCPA's Board of Directors. The JPA also requires that parties and participants in SCPA be
provided written notice at least 30 days in advance of consideration by the Board of
Directors of any amendments. This letter provides the required notice. The Board will
consider these amendments to the JPA at its meeting on October 6, 2016. Approved
amendments will become effective immediately.
A redline document showing the proposed amendments is enclosed with this letter.
The proposed changes to the JPA shown in this draft were the result of a series of meetings
of our Business Operations Committee, Ratepayer Advisory Committee, and Board of
Directors, during which various iterations of amendment language were discussed, and thus
represent amendments that the Board wishes to consider for approval on October 6.
In addition to updating language to account for changes occurring since SCPA was
formed, the proposed new language:
• Combines two existing advisory committees into one new "Community Advisory
Committee" (Section 4.5)
• Updates and clarifies the purposes of SCPA (Recitals C and D)
• Supports energy procurement process by requiring the Board of Directors to
establish procurement criteria under which the Chief Executive Officer may
execute energy contracts (Section 4.4)
• Requires that members of Board of Directors be elected members of the
governing body of entities participating in SCPA (Section 4.7)
PW, €.3t:)„ 10"10, `rmtci Pos3 i, CA 9S402
August 18, 2016
Page 2
• Allows Board of Directors discretion regarding representation on Board for new
participants outside of Sonoma County (Sections 4.7, 3.1; this will allow the
Board the option to offer service to Mendocino County while giving the three
incorporated cities one joint representative, rather than three representatives as
is required under the current JPA)
• Allows Chief Executive Officer to temporarily change rates for up to three months
due to PG &E rate changes or unforeseen circumstances (Section 4.5.2.1.1)
In addition to the amendments contained in the attached draft, the Board may
consider at the October 6 meeting the following alternative language, requested by
particular Board members: (1) minor changes to the recitals in Section C to clarify that the
goal of stimulating the local economy is furthered by all other SCPA goals, including the goal
of providing competitive rates; (2) additional language requiring a majority of the members
of the new Community Advisory Committee to be appointed to represent the interests of
SCPA customers as ratepayers; and (3) retaining language allowing non - elected individuals
to serve on the SCPA Board.
SCPA staff are in the process of providing informational briefings about the proposed
amendments to the governing bodies of parties and participants who have requested such
briefings. Both I and Geof Syphers are also available to meet with you to discuss the
amendments in more detail, and to answer any questions you may have.
At the last meeting, several Board members requested an updated "weighted voting"
table, including what the weighted voting shares would be with the addition of jurisdictions
in Mendocino County. An updated table is enclosed. ,
We appreciate your continued support of SCPA and the opportunity to provide your
residents and businesses with cleaner power at competitive prices.
Sincerely,
even S. Shupe
General Counsel
cc: Board of Directors
Geof Syphers, CEO
Enclosures