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HomeMy WebLinkAboutC36400 - Ord 1327 - CCA Program and JPA_1 CONTRACT NO. C36400 ORDINANCE NO. 1327 CITY OF PALM DESERT DEPARTMENT OF COMMUNITY DEVELOPMENT STAFF REPORT REQUEST: ADOPTION OF ORDINANCE NO. 1327 AUTHORIZING THE IMPLEMENTATION OF A COMMUNITY CHOICE AGGREGATION PROGRAM AND APPROVING THE DESERT CITIES ENERGY CHOICE JOINT POWERS AGREEMENT (C 36400 SUBMITTED BY: Ryan Stendell, Director of Community Development OTHER PARTY: Ms. Katie Barrows Coachella Valley Association of Governments (CVAG) 73-710 Fred Waring Drive Palm Desert, CA 92260, Suite 200 DATE: September 28, 2017 CONTENTS: 1. Draft Ordinance No.1327 2. Draft Joint Powers Agreement(JPA) 3. Correspondence from California Joint Powers Insurance Authority 4. Correspondence from Coachella Valley Association of Governments 5. Various Community Choice Aggregation Related Documents Recommendation (Amended from 8/24/2017) 1. Waive further reading and pass to second reading at the November 16, 2017, adjourned regular City Council Meeting Ordinance No. 1327 , authorizing the implementation of a Community Choice Aggregation (CCA) Program and approving the Desert Cities Energy Choice Joint Powers Agreement, subject to the following: a. Requesting CVAG facilitate the amendment of section 6.1.3 of the draft JPA agreement allowing 30 days for review of the draft CCA Implementation Plan as required by the California Public Utilities Commission (CPUC). b. Providing the City Council a copy of the draft CCA Implementation Plan prior to the November 16, 2017, meeting for further review and direction. 2. By Minute Motion, authorize the City Attorney, if necessary, to make non- substantive modifications to the Joint Powers Agreement (JPA) prior to its execution. Staff Report Community Choice Aggregation Page 2 of 4 September 28, 2017 Strategic Plan Objective Energy and Sustainability Priority 2: Promote greater usage of more sustainable materials. One of the most advantageous goals of existing CCAs is the purchase of bulk power from more sustainable power providers, which meets the intent of the above- mentioned strategic plan goal. Background At its meeting of August 24, 2017, the City Council continued its discussion related to a regional CCA program. Staff indicated to the Council that the critical decision at this juncture is whether or not the City Council wished to remain an active participant in this program. The Council ultimately continued this matter to allow further clarification of the items listed below(and further reviewed in the analysis section): 1. Amendments to JPA relating to withdrawing prior to CCA Program Launch (tentatively scheduled for January 1, 2018). 2. Quantifiable performance measures versus State mandated energy goals. 3. Fiscal Impacts prior to CCA Program Launch (Section 6.1.3 of draft JPA). 4. Benefits and analysis of regional CCA programs. 5. Discussing the bonding and indebtedness process of a CCA. 6. Updates on current CCA legislation. CVAG has provided responses to the above-related inquiries, which are available in the supplemental memo from Ms. Katie Barrows dated September 19, 2017 (copy attached). Analysis CVAG has requested member agencies wishing to be a part of the CCA program formally adopt the attached ordinance and join the JPA. CVAG's request is related to the analysis required to produce the CCA Implementation Plan, which is essentially a business model for the program. CVAG and their consultant will have to make sensible assumptions of total electricity loads for the program, which necessitates their requested action. Staff has been working with CVAG to analyze and respond to the above-referenced questions. Below please find staffs analysis of CVAG's responses: 1. CVAG has indicated that the JPA has been executed by other agencies, thus the document now belongs to the Desert Cities Energy Choice (DCEC). While there are likely several different ways this issue could be remedied, staff believes the suggestion of CVAG to approve "subject to" as workable. Staff is suggesting that the City Council pass the ordinance and hold second reading until which time as the DCEC has taken action on the proposed 15 to 30 days amendment. 2. CVAG staff has done a good job outlining State mandated energy goals and how a CCA could provide a power portfolio, which provides higher percentages of Staff Report Community Choice Aggregation Page 3 of 4 September 28, 2017 renewable sources. CVAG also provided a brief explanation as to how Renewable Energy Credits (REC) are created and tracked. 3. The City Council at its meeting of August 24, 2017, was provided information that clearly addressed cost recovery for formation costs if the CCA program launched. However, the City Council had concerns of potential fiscal impacts related to a scenario where the CCA did not go forward. The draft JPA is somewhat ambiguous and did not clearly define how those costs could be recovered. Additionally CVAG had indicated to the Ad Hoc Committee that no upfront costs would be passed along to the cities for their participation in the CCA. In the attached memo CVAG has stated that the staff time accrued by the CCA program will not be the responsibility of the member cities if the program does not move forward. CVAG believes they are working on the CCA program as a part of its services to member agencies for which annual dues are paid. While staff cannot point to a specific section of the JPA stating that the City cannot be asked for funding, staff is reasonably comfortable with the written response provided by CVAG. 4. CVAG has done a good job in outlining the merits of a CVAG region CCA rather than joining a larger effort. Staff concurs that a CVAG region CCA is likely the best option available as the City would have a voting share of approximately 35 percent. There are several CCAs in the formation process in the Inland Empire area, which are outlined below: A. Western Riverside Council of Governments (WRCOG): Is currently in approximately the same stages of formation in the CVAG region. The attached memo from CVAG indicates that the City would have a voting share of approximately 8 percent, if the City joined that effort. B. Riverside County (RivCo): Riverside County is studying the merits of their own CCA program. Staff is unaware what stage they are in the process, but will collaborate in any way possible. C. Lancaster CCA: Several valley cities have studied the option of joining a CCA setup in Lancaster, CA. Staff has looked into this option and does not believe it should be considered as Palm Desert would not be full voting members. Rather, in this scenario as setup by Lancaster, the City would simply buy power from their CCA with no voting privileges. 5. Based on the comments from the City Council, staff requested that CVAG prepare a brief description of how the bonding process works with CCA programs. Staff concurs with CVAG's assessment that bonding is typically used concurrently with investments in electricity infrastructure, which is at the discretion of the CCA Board. The risk profile of a CCA has the potential to significantly change if a CCA wishes to Staff Report Community Choice Aggregation Page 4 of 4 September 28, 2017 invest in electricity infrastructure. CVAG and its consultants are not recommending bonding or indebtedness as any of the short-term goals of the CCA. 6. Staff continues to seek updates on legislative or CPUC related issues, which the CVAG has done a good job outlining in the attached memo. Staff believes that the most critical item to track is the CPUC's rulings related to the "exit fee." Staff will continue to track these issues as they could affect the viability of a CCA program. Conclusion Staff remains somewhat apprehensive about the aggressiveness of the CVAG proposed timeline; however staff believes that receiving the CCA Program Implementation Plan (business model) is the critical item for the City Council to make a final determination. As stated previously, CVAG needs to reasonably know who is interested in the program to prepare the draft implementation plan. Procedurally, staff believes that passing the ordinance and deferring the second reading is the most prudent action to take. Fiscal Analysis As discussed above, staff has extensively reviewed the fiscal impacts of this program with CVAG staff and is reasonably comfortable stating that there is no fiscal impact related to this process. Submitted By: Ryan Stendell, Director of Community Development Approved: Lauri Aylaian, City Manager MEMORANDUMCVAG TO: Palm Desert City Council FROM: Katie Barrows, Director of Environmental Resources SUBJECT: Responses to Questions about Community Choice Aggregation DATE: September 19, 2017 During presentations to member jurisdictions interested in Community Choice Aggregation, several questions have been consistently asked by city council members and/or staff.The following questions were posed by Palm Desert staff, based on questions asked by city council members during city council meetings. 1. Will CVAG consider amending the JPA agreement at this time to address minor issues which have been raised by Councilmembers (i.e. 15-days to 30-days,etc.)? CVAG staff suggests there are ways of addressing these concerns without making changes to the JPA before all cities have considered it. The request for the change from 15 to 30 days makes sense, is non-substantive and is likely to be acceptable to other members.Since two cities have approved the JPA, it is not now a CVAG document but is under the purview of the new CCA board. It is appropriate that decisions about changes to the CCA JPA be made by the CCA members. It is possible that cities which have not yet considered the CCA (Desert Hot Springs) may also have proposed changes to the Joint Powers Agreement during their review and consideration of the CCA.At the first meeting of the CCA board(expected to occur in October 2017), any proposed changes to the JPA agreement would be presented. The CCA board could act on proposed revisions to the JPA at one time, either at their first or second meeting in October/November. This would allow the city council to withdraw prior to the December 31 "withdraw for any reason"deadline. The City Council could make their approval of the CCA conditional on the requested change to the JPA. CVAG could ask that a note indicating this change has been proposed be included in staff reports for cities that have not yet approved the JPA. 2. Can CVAG provide some analysis of renewable targets required of IOU's(i.e. SB350)vs.the advantages of renewable choices provided by a CCA? The option to increase the renewable energy available to customers is one of the key benefits of Community Choice Aggregation. CCA offers a way for local communities to have energy choices CVAG Community Choice Aggregation Responses September 19, 2017, Page 2 that are not now available to them. At their initial meeting in April 2017, CVAG's Community Choice Aggregation AD Hoc Working Group discussed the options for consumer choice, and the balance of rate savings with economic and environmental benefits.At an August Ad Hoc group discussion of program goals, representatives from participating cities unanimously agreed that rate reduction is the highest priority. Opportunities for consumer choice, local control and more renewable energy were also cited as priorities. The Ad Hoc members also emphasized the importance of building a sound financial position for the new CCA, including accumulating sufficient reserves. California has set aggressive goals for renewable energy and greenhouse gas reduction which include: ✓ Renewable Portfolio Standard(RPS)increased to 33%by 2020(SB 2(1X)signed into law in 2011) ✓ Renewable Portfolio Standard increased to 50%by 2030(SB 350 signed into law in 2015) ✓ Greenhouse gas (GHG)emissions reduced to 40%below 1990 levels by 2030(SB 32, 2016) A Community Choice Aggregation program has to abide by the same RPS requirements as Southern California Edison and other Investor Owned Utilities(IOU's). Based on CVAG city loads and current market conditions, The Energy Authority(TEA), our selected consultant, has presented possible scenarios for customer choices including a lower rate option that would still offer a modest reduction in greenhouse gases and would exceed Southern California Edison's renewable standard. To give consumers more choices, the CCA could, and likely will, offer an energy choice with a higher percentage of renewable energy and lower GHG impacts with less rate-saving benefits. This will be a decision of the local CCA board, which will offer opportunities for public input as part of the energy portfolio and rate-setting process. By contrast,SCE rates are determined in Sacramento by the California Public Utilities Commission (CPUC). SCE is currently purchasing 28%of their electricity from renewable energy sources and is 40%greenhouse gas free based on 2016 data. SCE has 41.4%RPS procurement under contract for 2020. a. Include a brief analysis of how renewable energy credits are produced and tracked. Please briefly describe the buckets of renewable energy types, as presented by The Energy Authority to the CCA Ad Hoc Working Group. Briefly, Renewable Energy Certificates(RECs), represent the renewable energy resources associated with power production; these "green energy credits", based on the source of energy produced, can be sold, bartered or traded. RECs are assigned uniquely identifying numbers that allow them to be tracked. Tracking and transfer of RECs is handled by the Western Renewable Energy Generation Information System (WREGIS). Renewable Energy Credits are grouped in "buckets"that identify their portfolio content. The summary in Appendix A describes these energy "buckets."The procurement of electricity will focus on in state renewable sources(Bucket 1)and bundled out-of-state sources(Bucket 2). Based on input from the CCA Ad Hoc Working Group, it is anticipated that unbundled RECs would not be needed and would not be used. CVAG Community Choice Aggregation Responses September 19, 2017, Page 3 3. Can CVAG provide a budget of expenditures for the time period leading up to December 31, 2017? Please also clarify under what circumstances individual cities may be required to actually expend these funds. During the process of working with member cities, CVAG has indicated that there are no upfront costs required to participate in the CCA. The costs accrued by CVAG for staff time and service to the new CCA will not be included in any potential request for reimbursement from the participating agencies. CVAG has been working on the CCA as part of its services to member agencies for which dues are paid. If the CCA does not launch, CVAG would absorb the costs as part of our responsibility to provide service to our members. When the CCA begins to provide electricity to customers and receive revenues, CVAG is eligible to request reimbursement for costs associated with the CCA start-up and launch. Another aspect of this question relates to the "report"identified in Section 6.1.3 of the IPA. This report, ". . . compares the total estimated electrical rates that the CCA will be charging to customers as well as the estimated greenhouse gas emissions rate and the amount of estimated renewable energy used with that of the incumbent utility(SCE). "A required next step for the CCA is to submit an Implementation Plan to the CPUC which will include all of this information. To prepare this plan and ultimately to develop a power procurement plan for the CCA, our consultants will develop a financial proforma which will forecast rates, GHG emissions and renewable energy used for a 5-year period. This proforma will then be updated on a daily basis to reflect market condition and other factors. The Implementation Plan is scheduled to be submitted to the CPUC and SCE in late October/early November. Prior to submittal it will have to be approved by the CCA board and will be available for review. This report would be available to the City for review and would allow council members to make a determination about their participation based on the proforma prior to December 31. 4. What are the benefits of a CCA program which are unique to the CVAG region? When CVAG began exploring Community Choice Aggregation with member agencies, all options were evaluated, including a very large Inland Empire CCA, a Riverside County-wide CCA, and a Coachella Valley regional CCA. The Ad Hoc Working Group showed no interest in joining WRCOG but recommended formation of a Coachella Valley only CCA. Among their concerns was the dilution of their influence as part of a larger CCA with different climate conditions and likely different priorities. The benefits of a CCA program for the CVAG region include: ✓ Community Choice would be under local control of our desert community leaders. If CVAG joined with another CCA (WRCOG), the voice of Coachella Valley member cities would be diluted. ✓ The Coachella Valley is blessed with significant renewable energy resources.A local CCA can invest in local renewable energy, enhancing local businesses and bringing more jobs to our communities. ✓ Potential to support and invest in geothermal energy around the Salton Sea. The CCA could also invest in other energy technologies, such as biofuels, which may be developed in the future, around the Salton Sea and elsewhere. ✓ Potential opportunities for collaboration with Imperial Irrigation District, a local public utility currently offering their customers lower rates than SCE. ✓ Opportunities for collaboration with Coachella Valley Tribes. CVAG Community Choice Aggregation Responses September 19, 2014 Page 4 J A Coachella Valley regional CCA can tailor programs to better serve customers in our desert climate, and address the high electricity bills for residents, including low income customers, and businesses. As a member of the Coachella Valley CCA, Palm Desert would be one of four member agencies serving on the board(the City of Blythe is not expected to join the CCA in the initial period and Indian Wells has chosen to hold off on joining a CCA this year). The customer accounts for Palm Desert represent 35%of the total. a. If we were to join the WRCOG region CCA what%of that total CCA would Palm Desert represent? Palm Desert would represent 8%of the total accounts for the member agencies. The WRCOG CCA offers a "one city, one vote"scenario so Palm Desert would have one vote amongst up to 17 western Riverside County cities with little similarity to desert climate cities. The following chart shows the account numbers for participating cities and how Palm Desert would compare to WRCOG: aF Accounts Percentages atI r�ra C itY .637 77% )orar t k.7t Sp r irrp; 11001 11r.4. �alrr Bowie S9459 3Y]1 al rr Sp ri np. 3mi3m 3394 Taal (VA Atcouris 113 3.3 115044 Percentage of WIKOG (CA rtKCG (17 cities) 438019 92 Dal rr Desert 39 459 8% hNR GG..P:I rrr Desert 477 XII 1 5. Can you briefly explain the bonding procedures of JPA I CCA programs? The Feasibility study prepared for CVAG and WRCOG describes the potential for bonding to support the CG4 program. However, based on input from our expert consultant team and estimates of up-front costs, we see no reason to bond for initial financing for the CCA program. In the initial years, it is expected that CCA revenues from sale of electricity will be directed at building financial reserves and no significant capital outlay is anticipated.At a later date, the CCA could consider bonding and indebtedness if they elected to invest in electricity infrastructure such as building a solar plant or participating in a public/private partnership for renewable energy development.Any plans to bond for CCA projects would be a decision of the CCA board. Bonding procedures would be developed and approved by the CCA board with input from member agencies, bond counsel, and other experts. One of the benefits of the IPA formation for this CCA program is it insulates member jurisdictions from financial obligations of the CCA. CVAG Community Choice Aggregation Responses September 19, 2017, Page 5 6. What about current legislation regarding CCAs? As CCAs grow in popularity, they are receiving more attention in the legislature.At the end of the 2017 legislative session, several bills(AB 726 and AB 813)included language that could have negatively affected new CCA programs;these bills were withdrawn by their author. Several members of the CCA Ad Hoc group contacted legislators asking them to protect the rights of communities to offer community choice. CVAG has recently joined CalCCA, the California Community Choice Association, which represents the interests of California CCA's in the legislature and at the relevant regulatory agencies, including the California Public Utilities Commission (CPUC).Another issue of relevance to CCA efforts is the "exit fee"charged by Southern California Edison to CCA customers. CVAG is a party to the proceedings with the CPUC and is providing comment to ensure that the exit fee is fair to potential CCA customers as well as SCE customers. The discussion and proceedings about the exit fee at the CPUC is expected to take a year or more, with opportunities for public comment. Updates on legislative issues will be an ongoing item for the new CCA board. Appendix A: Summary of Renewable Energy Credits and the California Renewable Portfolio Standard (excerpt from August 22, 2017 presentation by The Energy Authority to CCA Ad Hoc Working Group). _rTE� EnergyAuthority Renewabl e Portfolio Sta n d a rd Compliance Periods Procurement Quantity Requirement • There are three "Buckets" for CP/ Average 2096 each year Renewable Energy Credits (RECs): 2011-2417 CP2 2014 retail sates•21.7% (1) Bucket 1: bundled in-state 2014,2616 2015 retail sales•l sales•23.3% (2) Bucket 2 : bundled firmed and Cornpliance 2017 retail sales•27% shaped out-of-state Pcrir,d 3 2018 retail sales•29% (3) Bucket 3 — unbundled 2017-2020 2019 retail sales 31% 2020 retail sales•33% • Premium for RECs Compliance Period 3 Rules — $15-$16/MWh for bucket 1 tl,� — $6-7/MWh for bucket 2 • RECs are transferred and retired in . 7575ofRPSrequireme et with Bucket 1 Western Renewable Energy Generation Information System (WREGIS) .,..._. . ORDINANCE NO. 1-327 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PALM DESERT, CALIFORNIA, AUTHORIZING IMPLEMENTATION OF A COMMUNITY CHOICE AGGREGATION PROGRAM, AND APPROVING THE DESERT CITIES ENERGY CHOICE JOINT POWERS AGREEMENT The City Council of the City of Palm Desert, California, does hereby ordain as follows: SECTION 1. The City of Palm Desert has been actively investigating options to provide electric services to constituents within its jurisdiction with the intent of achieving greater local involvement over the provision of electric services and promoting competitive and renewable energy. SECTION 2. On September 24, 2002, the Governor signed into law Assembly Bill 117 (Stat. 2002, Ch. 838; see California Public Utilities Code section 366.2; hereinafter referred to as the "Act"), which authorizes any California city or county, whose governing body so elects, to combine the electricity load of its residents and businesses in a community-wide electricity aggregation program known as Community Choice Aggregation ("CCA"). SECTION 3. The Act expressly authorizes participation in a CCA program through a joint powers agency, and to this end the City has been participating since 2016 in the evaluation of a proposal for the formation of a joint powers agency to implement and administer a CCA program for the Coachella Valley region. SECTION 4. As described in the Joint Powers Agreement attached as Exhibit A, a CCA program implemented and administered by and through Desert Cities Energy Choice ("DCEC") provides an opportunity to accomplish the following: A. Reduce greenhouse gas emissions related to the use of power throughout the jurisdictions of the participating cities and neighboring regions. B. Provide electric power and other forms of energy to customers at a competitive cost. C. Carry out programs to reduce energy consumption. D. Stimulate and sustain the local economy by developing local jobs in renewable and conventional energy. E. Promote long-term electric rate stability, energy security and reliability for residents through local control of electric generation resources. SECTION 5. Through Docket No. R.03-10-003, the California Public Utilities Commission has issued various decisions and rulings addressing the implementation of Community Choice Aggregation programs, including the recent issuance of a procedure by which the California Public Utilities Commission will review "Implementation Plans," which are required for submittal under the Act as the means of describing the Community Choice Aggregation program and assuring compliance with various elements contained in the Act. ORDINANCE NO. 1327 SECTION 6. A final Implementation Plan for the CCA program will be submitted to the California Public Utilities Commission by DCEC as soon after the formation of the joint powers agency as reasonably practicable, confirming that DCEC's CCA program is in compliance with all requirements of the Act. SECTION 7. The Act requires each jurisdiction participating in the CCA program to individually adopt an ordinance ("CCA ordinance") electing to implement a Community Choice Aggregation program within its jurisdiction by and through its participation in Desert Cities Energy Choice. SECTION 8. Based upon all of the above, the City Council approves the Joint Powers Agreement attached hereto as Exhibit A and elects to implement a Community Choice Aggregation program within the City's jurisdiction by and through the City's participation in Desert Cities Energy Choice, subject to the City's right to forego the actual implementation of a Community Choice Aggregation program pursuant to specified withdrawal rights described in the Joint Powers Agreement. The Mayor is hereby authorized to execute the Joint Powers Agreement and any other related documents for the program implementation. SECTION 9. If any section, subsection, sentence, clause, phrase or word of this Ordinance is for any reason held to be invalid by a court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares it would have passed and adopted this Ordinance and each and all provisions hereof irrespective of the fact that any one or more of said provisions be declared invalid. SECTION 10. This Ordinance shall take effect and be in force thirty (30) days from the date of its adoption. PASSED, APPROVED, and ADOPTED by the city Council of the City of Palm Desert, California, at its regular meeting held on the 'day of , 2017, by the following vote, to wit: AYES: NOES: ABSENT: ABSTAIN: JAN C. HARNIK, MAYOR ATTEST: RACHELLE D, KLASSEN, CITY CLERK CITY OF PALM DESERT, CALIFORNIA 2 EXHIBIT A DESERT CITIES ENERGY CHOICE (placeholder, JPA name to be determined) JOINT POWERS AGREEMENT This Joint Powers Agreement("Agreement"), effective as of , 2017 is made and entered into pursuant to the provisions of Title 1, Division 7, Chapter 5, Article 1 (Section 6500 et seq.)of the California Government Code relating to the joint exercise of powers among the parties set forth in Exhibit B (individually"Party" or"Member", collectively "Parties"or "Members"). The term "Parties" or"Members" shall also include an incorporated municipality or county added to this Agreement in accordance with Section 2.4. 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 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. In 2016, the Legislature passed SB 32, which codifies a 2030 greenhouse gas emissions reduction target of 40 percent below 1990 levels. C. The purposes for entering into this Agreement include: a. Reducing greenhouse gas emissions related to the use of power throughout the jurisdictions of the Parties 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 and conventional energy; and e. Promoting long-term electric rate stability, energy security and reliability for residents through local control of electric generation resources. D. It is the mission and purpose of this Agreement to build a Community Choice Aggregation program that is locally controlled and delivers cost-competitive clean electricity, product choice, price stability, energy efficiency and greenhouse gas emission reductions. E. It is the intent of this Agreement to promote the development and use of a wide range of renewable and efficient energy sources and energy efficiency programs, including but not limited to solar, wind, and biomass energy production. The purchase of renewable power and greenhouse gas-free energy sources will be Desert Cities Energy Choice 1 JPA Agreement,June 28, 2017 the desired approach to decrease regional greenhouse gas emissions and accelerate the State's transition to clean power resources to the extent feasible. The DCEC will also add increasing levels of locally generated renewable resources as these projects are developed and customer energy needs expand. F. The Parties desire to establish a separate public agency, known as the Desert Cities Energy Choice, or DCEC, 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. G. The Parties anticipate adopting an ordinance electing to implement through the DCEC a common Community Choice Aggregation (CCA) program, an electric service enterprise available to cities and counties pursuant to California Public Utilities Code Sections 331.1(b) and 366.2. The first priority of the DCEC 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 Exhibit C: Annual Energy Use Exhibit D: Voting Shares Exhibit E: Signatures ARTICLE 2: FORMATION OF DESERT CITIES ENERGY CHOICE 2.1 Effective Date and Term. This Agreement shall become effective and DCEC shall exist as a separate public agency on , 2017 or when the Parties execute this Agreement, whichever occurs later. The DCEC shall provide notice to the Parties of the Effective Date. DCEC shall continue to exist, and this Agreement shall be effective, until this Agreement is terminated in accordance with Section 6.4, subject to the rights of the Parties to withdraw from DCEC. 2.2 Formation. There is formed as of the Effective Date a public agency named Desert Cities Energy Choice. Pursuant to Sections 6506 and 6507 of the Act, DCEC is a public agency separate from the Parties. Pursuant to Sections 6508.1 Desert Cities Energy Choice 2 JPA Agreement,June 28, 2017 of the Act, the debts, liabilities or obligations of DCEC 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 DCEC. 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 DCEC. Notwithstanding Section 7.4 of this Agreement, this Section 2.2 may not be amended unless such amendment is approved by the governing board of each Party. 2.2.1 Name. DCEC may change its name at any time through adoption of a resolution of the Board of Directors. 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 build a Community Choice Aggregation program that achieves significant, long-term GHG emission reductions by offering clean, cost effective and price stable electricity to residents, businesses, and agricultural producers while carrying out innovative programs to reduce customer energy use, and to promote local renewable and efficient energy production technologies. To that end, DCEC will 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 are authorized to participate in the CCA Program, as further described in Section 4.1. 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 DCEC. 2.4 Membership in DCEC. 2.4.1 The initial Members of DCEC are the Cities of Blythe, Cathedral City, Desert Hot Springs, Indian Wells, Palm Desert, and Palm Springs. 2.4.2 Any city or county may request to become a member of DCEC by submitting a resolution adopted by its City Council or Board of Supervisors to the Board of DCEC. The Board shall review the request and shall vote to approve or disapprove the request. The Board may establish conditions, including but not limited to financial conditions, under which the city or county may become a member of DCEC. The Board shall notify the then members of DCEC of this request and the date that the request will be on the Board's meeting agenda for action. The date set for Board action shall be at least forty-five (45) days from the date the notice is mailed to the members. If the request is approved by the Board, the city or county shall become a member of DCEC under the terms and conditions set forth by the Board and upon approval and execution of this Agreement by the requesting city or county. Desert Cities Energy Choice 3 JPA Agreement,June 28, 2017 2.5 Powers. DCEC shall have all powers common to the Parties and such additional powers accorded to it by law. DCEC 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 3.17: 2.5.1 to make and enter into contracts; 2.5.2 to employ agents and employees, including but not limited to an Executive Officer; 2.5.3 to acquire, contract, manage, maintain, and operate any buildings, infrastructure, works, or improvements; 2.5.4 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; however, DCEC shall not exercise the power of eminent domain within the jurisdiction of a Party over its objection without first meeting and conferring in good faith; 2.5.5 to lease any property; 2.5.6 to sue and be sued in its own name; 2.5.7 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; 2.5.8 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; 2.5.9 to issue revenue bonds and other forms of indebtedness; 2.5.10 to apply for, accept, and receive all licenses, permits, grants, loans or other aids from any federal, state, or local public agency; 2.5.11 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; 2.5.12 to adopt Operating Rules and Regulations; 2.5.13 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; and Desert Cities Energy Choice 4 JPA Agreement,June 28, 2017 2.5.14 to permit additional Parties to enter into this Agreement after the Effective Date and to permit another entity authorized to be a community choice aggregator to designate DCEC to act as the community choice energy aggregator on its behalf. 2.6 Limitation on Powers. As required by Government Code Section 6509, the power of DCEC is subject to the restrictions upon the manner of exercising power possessed by the City of(insert name of one participating city). ARTICLE 3: GOVERNANCE AND INTERNAL ORGANIZATION 3.1 Governing Body. DCEC shall be governed by a legislative body known as the Board of Directors ("Board"). The initial Board shall consist of one (1) director appointed by each of the initial members. Each Director shall serve at the pleasure of the governing board of the Party appointing 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 60 days of the date that such position becomes vacant. Directors shall be elected officials or senior staff of the appointing Party that is the signatory to this Agreement. Each Party may appoint an alternate to serve in the absence of its Director. Alternates may be either elected officials or senior staff of the appointing Party that is the signatory to this Agreement. The Board shall exercise all powers and conduct all business of DCEC, either directly or by delegation to other bodies or persons pursuant to this Agreement. If additional cities or counties join DCEC, as set forth in section 2.4, each city or county that becomes a member of DCEC shall be entitled to one (1) director and one (1) alternate appointed as set forth above. Ex Officio Directors. The Board may appoint ex officio members of the Board. Ex officio directors shall receive all meeting notices, shall have the right to participate in Board discussions and the right to place items on the agenda but shall not be counted towards a quorum and shall have no vote. 3.2 Regular Board Meetings. The Board shall hold at least one regular annual meeting and shall provide for such other regular meetings as it deems necessary. Meetings of the Board shall be held at such locations within one of the member jurisdictions, and at such times as may be designated from time to time by the Board. Directors may participate in meetings telephonically, with full voting rights, only to the extent permitted by law. All meetings shall be conducted in accordance with the provisions of the Ralph M. Brown Act (California Government Code Sections 54950 et seq.). 3.3 Special Meetings of the Board. Subject to all noticing requirements of the Ralph M. Brown Act, special meetings of the Board may be called in accordance with the provisions of California Government Code Sections 54956 and 54956.5, to be held at such times and places within one of the member jurisdictions as may be ordered by the Chair. A majority of the Board may also call a special meeting for any purpose. Desert Cities Energy Choice 5 JPA Agreement,June 28, 2017 3.4 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 Chair and Vice Chair shall serve at the pleasure of the Board. There shall be no limit on the number of terms held by either the Chair or Vice Chair. 3.5 Conduct of Meetings. The Chair or, in the absence of the Chair, the Vice-Chair, shall preside at all meetings of the Board. 3.6 Resignation of a Director. Any Director may resign effective on giving written notice to the Board and the other Members, unless the notice specifies a later time for the effectiveness of such resignation. A successor shall be appointed by the affected Member as provided for in this Agreement. 3.7 Quorum. Except as otherwise provided in this Agreement, every act or decision by the Board shall be made by a majority vote of the Directors present at a meeting duly held at which a quorum is present. No action may be taken by the Directors if a quorum of the Board is not present. In the absence of a quorum, any meeting of the Board may be adjourned from time to time by a vote of the majority present, but no other business may be transacted except as provided for in this Section. A quorum shall exist if a majority of the Directors then designated by and serving on behalf of the Members are present at any duly called meeting of the Board. Ex officio, non-voting directors shall not be included when calculating the number of Directors necessary to constitute a quorum or the number of votes necessary to approve an action. In the event that a Member has failed to designate a Director, or a Member's designated Director has died, resigned, left office, been terminated or is otherwise unwilling or unable to act as the designating Member's representative, and a replacement Director has not yet been designated, and there is no designated alternate, such that a Member has no duly acting representative on the Board, then that Member's vacant Board position shall not be included when calculating the number of Directors necessary to constitute a quorum or the number of votes necessary to approve an action. 3.8 Other Officers. The Executive Officer of DCEC shall be the secretary of DCEC, or as otherwise determined by the Board. Any officer, employee or agent of any Member of DCEC may also be an officer, employee, or agent of any of the Members. DCEC shall have the power to appoint such additional officers and to employ such employees and assistants as may be appropriate. Each and all of said officers, employees and assistants shall serve at the pleasure of DCEC and shall perform such duties and shall have such powers as DCEC may, from time to time, determine. Any officer may resign at any time by giving written notice to the secretary. Any such resignation shall be effective upon receipt of such notice or at any later time specified in the notice. Officers shall assume the duties of their offices immediately after their appointment and shall hold office until their successors are appointed, except in the case of their removal or resignation. Vacancies of officers shall be filled by appointment of the Board and such appointee shall hold office until the appointment of his or her successor. Desert Cities Energy Choice 6 JPA Agreement,June 28, 2017 3.9 Minutes. The secretary of DCEC shall cause to be kept minutes of regular, adjourned regular and special meetings of the Board. The secretary shall cause a copy of all minutes, along with copies of all ordinances and resolutions, to be forwarded to each of the Parties hereto. 3.10 Rules. A majority of Directors may adopt rules governing meetings if not inconsistent or in conflict with this Agreement. In the absence of rules adopted by the Directors, Roberts' Rules of Order, as they may be amended from time to time, shall govern the meetings of the Board in so far as they are not inconsistent or in conflict with this Agreement or any DCEC bylaws. 3.11 Powers and Functions of the Board. The Board shall exercise general governance and oversight over the business and activities of DCEC, consistent with this Agreement and applicable law. The Board shall provide general policy guidance to the CCA Program. Board approval shall be required for any of the following actions: 3.11.1 The issuance of bonds or any other financing even if program revenues are expected to pay for such financing. 3.11.2 The appointment or termination of the Executive Officer and General Counsel. 3.11.3 The appointment or removal of officers described in Section 3.17, subject to Section 3.17.1. 3.11.4 Any decision to provide retirement or post-retirement benefits that are defined benefit programs, subject to the requirements of section 5.3.4, below. 3.11.5 The adoption of the Annual Budget. 3.11.6 The adoption of an ordinance. 3.11.7 The approval of agreements, except as provided by Section 3.12. 3.11.8 The initiation or resolution of claims and litigation where DCEC will be the defendant, plaintiff, petitioner, respondent, cross complainant or cross petitioner, or intervenor; provided, however, that the Executive Officer or General Counsel, on behalf of DCEC, 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 as long as such action is consistent with any adopted Board policies. 3.11.9 The setting of rates for power sold by DCEC and the setting of charges for any other category of service provided by DCEC. 3.11.10 Termination of the CCA Program. Desert Cities Energy Choice 7 JPA Agreement,June 28, 2017 3.12 CVAG's Participation. CVAG shall provide, under contract with DCEC, administrative services required by DCEC during the first five (5) years of the implementation of the DCEC; and thereafter as the administrative services contract may be renewed from time to time by DCEC, and shall exercise such other powers and duties as the Board deems necessary to achieve the purpose of this Agreement. During any such term, CVAG's Executive Director may serve as the secretary of DCEC. 3.13 Executive Officer. Except as may be provided pursuant to any administrative services agreement referenced in Section 3.12, the Board of Directors shall have the authority to appoint an Executive Officer for DCEC, who shall be responsible for the day-to-day operation and management of DCEC and the CCA Program. The Executive Officer may be retained under contract with DCEC, be an employee of DCEC, be an employee of CVAG, or be an employee of one of the Parties. The Executive Officer shall report directly to the Board and serve as staff to DCEC. Except as otherwise set forth in this Agreement, the Executive Officer may exercise all powers of DCEC, including the power to hire, discipline and terminate employees as well as the power to approve any agreement if the total amount payable under the agreement is less than $100,000 in any fiscal year, or such higher amount as may be established by the Board from time to time, by resolution of the Board, except the powers specifically set forth in Section 3.11 or those powers which by law must be exercised by the Board of Directors. The Executive Officer shall serve at the pleasure of the Board. 3.14 DCEC Staff. Except as may be provided pursuant to any administrative services agreement referenced in Section 3.12, DCEC may contract with CVAG for staff services, retain its own staff, or contract with another entity for services. Unless other employment is approved by the Commission, the DCEC Executive Officer may utilize CVAG staff as may be necessary to accomplish the purposes of DCEC. CVAG staff time, as well as office expenses, direct and indirect overhead, shall be charged to DCEC utilizing direct billing and other accounting practices that provide for a clear separation of funds. 3.15 Commissions, Boards, and Committees 3.15.1 The Board may establish commissions, boards or committees, including but not limited to a standing executive committee of the Board, as the Board deems appropriate, to assist the Board in carrying out its authority and functions under this Agreement and may delegate authority to such commissions, boards or committees as set forth in a Board resolution. Such delegation may be modified, amended or revoked at any time the Board may deem appropriate. Any decision delegated pursuant to this subsection may be appealed to the Board, as the Board so determines. 3.15.2 The Board may also 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. 3.15.3 Any board, commission or committee formed under this section shall comply with the requirements of the Ralph M. Brown Act. The Board Desert Cities Energy Choice 8 JPA Agreement,June 28, 2017 may establish rules, regulations, policies, bylaws or procedures to govern any such commissions, boards, or committees, and shall determine whether members shall be compensated or entitled to reimbursement for expenses. 3.16 Director Compensation. Directors shall serve without compensation from DCEC. However, Directors may be compensated by their respective appointing authorities. The Board, however, may adopt by resolution a policy relating to the reimbursement by DCEC of expenses or other costs incurred by Directors. 3.17 Voting. As described in Section 3.7 and in Section 3.17.3, action by DCEC Board will be taken solely by a majority vote of the total number of Directors present except as provided in Section 3.17.5 below. In addition, as described in Section 3.17.4, upon request of two (2) Directors, a weighted vote by shares will also be conducted. When such a request is made, an action must be approved by both a majority vote of Directors present and a majority of the Weighted Voting Shares present. No action may be approved solely by a majority vote by shares. The voting shares of Directors and approval requirements for actions of the Board shall be as follows: 3.17.1 Weighted Voting Shares Each member agency shall have a Voting Share as determined by the following formulas: (a) Pro Rata Voting Share. Each Member shall have an equal voting share determined by the following formula: ( [1 /total number of Members] multiplied by IA ), expressed as a percentage to two decimal places; and (b) Annual Energy Voting Share. Each Member shall have an additional voting share determined by the following formula: ([Total Annual Energy Use (expressed in MWh) in the Member's jurisdiction / combined Total Annual Energy Use in all Members' jurisdictions] multiplied by'A), expressed as a percentage to two decimal places. Annual Energy Use values are to be based on total CCA-related retail energy sales of all electric customer accounts as of December 31 of the most recent year for which such data is available. In the absence of actual data, the Board may approve the use of reasonably estimated Annual Energy Use values. (c) Weighted Voting Share. Each Member's Weighted Voting Share shall be the respective sum of the values computed in (a) and (b) above, expressed as a percentage to two decimal places. The combined total Weighted Voting Shares of all Members is 100.00 percent. Desert Cities Energy Choice 9 JPA Agreement,June 28, 2017 3.17.2 Exhibit Showing Weighted Voting Shares. The initial Weighted Voting Shares are set forth in Exhibit D based on data available as of the Effective Date of this Agreement. Exhibit D shall be revised no less than annually as necessary to account for changes in the number of Members and or changes in the Members' annual MWh retail energy usage. Adjustments to Exhibit D shall be approved by the Board. 3.17.3 Action Approval Requirements. Except as provided in Sections 3.17 and 3.17.4 and 3.17.5, the Board shall act solely upon the affirmative vote of a majority of Directors present at the meeting. 3.17.4 Option for Approval by Voting Shares. Notwithstanding Section 3.17.3, any two (2) Directors present at a meeting may demand that approval of any matter related to the CCA Program be determined on the basis of both Weighted Voting Shares and by the affirmative vote of a majority of Directors present at the meeting. If two Directors make 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 Weighted Voting Shares present, as determined by Section 3.17.1 except as provided in Section 3.17.5. 3.17.5 Special Voting Requirements for Certain Matters. (a) Two-Thirds and Weighted Voting Approval Requirements Relating to Sections 6.2 and 7.4. Notwithstanding any other provision of this Agreement, action of the Board on the matters set forth in Section 6.2 (involuntary termination of a Member), or Section 7.4 (amendment of this Agreement) shall require the affirmative vote of at least two-thirds of Directors present; provided, however, that: (i) notwithstanding the foregoing, any two (2) Directors present at a meeting may demand that the vote be determined on the basis of both Weighted Voting Shares and by the affirmative vote of Directors present, and if any two (2) Directors make such a demand, then approval shall require the affirmative vote of both at least two-thirds of Directors present and the affirmative vote of Directors having at least two-thirds of the Weighted Voting Shares present, as determined by Section 3.17.1; and (ii)for votes to involuntarily terminate a Member under Section 6.2, the Director for the Member subject to involuntary termination may not vote, and the number of Directors constituting two-thirds of all Directors, and the Weighted Voting Share of each Member shall be recalculated as if the Member subject to possible termination were not a Member. (b) Seventy-Five Percent Special Voting Requirements for Eminent Domain and Contributions or Pledge of Assets. (i) A decision to exercise the power of eminent domain on behalf of DCEC to acquire any property interest other than an easement, right-of-way, or temporary construction Desert Cities Energy Choice 10 JPA Agreement,June 28, 2017 easement shall require a vote of at least 75% of all Directors. (ii) The imposition on any Member 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 Members which are being asked to make such contribution or pledge. (iii) Notwithstanding the foregoing, any two (2) Directors present at the meeting may demand that a vote under subsections (i) or(ii) be determined on the basis of Weighted Voting Shares and by the affirmative vote of Directors, and if any two (2) Directors make such a demand, then approval shall require both the affirmative vote of at least 75% of all Directors and the affirmative vote of Directors having at least 75% of all Weighted Voting Shares, as determined by Section 3.17.1. For purposes of this section, "imposition on any Member of any obligation to make contributions or pledge assets as a condition of continued participation in the CCA Program" does not include any obligations of a withdrawing or terminated Member imposed under Section 6.3. 3.18 Treasurer and Auditor. The Treasurer shall function as the combined offices of Treasurer and Auditor pursuant to Government code section 6505.6 and shall strictly comply with the statutes related to the duties and responsibilities specified in Section 65.5 of the Act. The Treasurer for DCEC shall be the depository and have custody of all money of DCEC from whatever source and shall draw all warrants and pay demands against DCEC as approved by the Board. The Treasurer shall cause an independent audit(s) of the finances of DCEC to be made by a certified public accountant, or public accountant, in compliance with Section 6505 of the Act. The Treasurer shall report directly to the Board and shall comply with the requirements of treasurers of incorporated municipalities. The Board may transfer the responsibilities of Treasurer to any person or entity as the law may provide at the time. The duties and obligations of the Treasurer are further specified in Article 5. The Treasurer shall serve at the pleasure of the Board. 3.19 Administrative Services Provider. The Board may appoint one or more administrative services providers to serve as DCEC's agent for planning, implementing, operating and administering the CCA Program, and any other program approved by the Board. The appointed administrative services provider may be one of the Members, or CVAG as provided in Section 3.12. A separate services agreement shall set forth the terms and conditions by which the appointed administrative services provider(s) shall perform or cause to be performed tasks necessary for planning, implementing, operating and administering the CCA Program and other approved programs. Any such services agreement shall set forth the terms and the circumstances under which the services agreement may be terminated by DCEC. This section shall not in Desert Cities Energy Choice 11 JPA Agreement,June 28, 2017 any way be construed to limit the discretion of DCEC to hire its own employees to administer all or any portion of the CCA Program or any other program. ARTICLE 4: IMPLEMENTATION ACTION AND AUTHORITY DOCUMENTS 4.1 Preliminary Implementation of the CCA Program. 4.1.1 Enabling Ordinance. To be eligible to participate in the CCA Program, each Party must 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 DCEC. 4.1.2 Implementation Plan. DCEC 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 3.17. 4.1.3 Termination of CCA Program. Nothing contained in this Article or this Agreement shall be construed to limit the discretion of DCEC to terminate the implementation or operation of the CCA Program at any time in accordance with any applicable requirements of state law. 4.2 Authority Documents. The Parties acknowledge and agree that the affairs of DCEC 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 DCEC as described in Article 6. ARTICLE 5: FINANCIAL PROVISIONS 5.1 Fiscal Year. DCEC's fiscal year shall be 12 months commencing July 1 and ending June 30. The fiscal year may be changed by Board resolution. 5.2 Depository. 5.2.1 All funds of DCEC shall be held in separate accounts in the name of DCEC and not commingled with funds of any Party or any other person or entity. 5.2.2 All funds of DCEC 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 DCEC shall be open to inspection by the Parties 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 Desert Cities Energy Choice 12 JPA Agreement,June 28, 2017 DCEC, which shall be conducted in accordance with the requirements of Section 6505 of the Act. 5.2.3 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. 5.3 Budget and Recovery of Costs. 5.3.1 Budget. The initial budget shall be approved by the Board. The Board may revise the budget from time to time as may be reasonably necessary to address contingencies and unexpected expenses. All subsequent budgets of DCEC shall be approved by the Board in accordance with the Operating Rules and Regulations. 5.3.2 Funding of Initial Costs. The Parties acknowledge that implementing the CCA Program will require some form of funding either provided by all or some of the Parties or attained in some other manner. If the CCA Program becomes operational, these Initial Costs paid by such Parties or attained from other sources shall be included in the customer charges for electric services as provided by Section 5.3.3 to the extent permitted by law, and respective Parties or other sources shall be reimbursed from the payment of such charges by customers of DCEC. CVAG shall also be entitled to reimbursement for Initial Costs. DCEC may establish a reasonable time period over which such costs are recovered and repaid to respective Parties or other sources. In the event that the CCA Program does not become operational, respective Parties shall not be entitled to any reimbursement of the funded Initial Costs from DCEC or any Party. If any of the initial member agencies or other sources assists in funding initial costs, they shall also be entitled to reimbursement pursuant to this section. The Board shall approve the manner of funding and repayment of initial CCA program costs which may include reasonable interest charges. 5.3.3 CCA Program Costs. The Parties desire that all costs incurred by DCEC 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 not 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, to the extent permitted by law. 5.3.4 Employee Retirement and Post-retirement Benefits. Should the Board determine to provide a defined benefits retirement benefit to DCEC employees (such as PERS) or other post-retirement benefits that would Desert Cities Energy Choice 13 JPA Agreement,June 28, 2017 be within an Other Post-Retirement Benefits (OPEB) obligation to DCEC employees, prior to providing such benefit(s) to any employee, the Board shall (1)obtain a third party independent actuarial report on the long term costs of the benefit or benefits, (2) adopt a funding plan for the payment of both current and long-term costs that provides for the payment of all such costs on a current, pay-as-you-go, basis and eliminates any known or reasonably anticipated unfunded liability associated with the benefit(s) and (3) notice all Member agencies of the pending consideration of the benefit(s)together with the actuarial report and funding plan, for at least sixty (60) days and obtain the consent, by resolution of not less than 75 percent of the then current Member agency boards or councils ARTICLE 6: WITHDRAWAL AND TERMINATION 6.1 Withdrawal. 6.1.1 Right to Withdraw. A Party may withdraw its participation in the CCA Program, effective as of the beginning of DCEC's next fiscal year, by giving no less than 6 months advance written notice of its election to do so, which notice shall be given to DCEC and each Party. Withdrawal of a Party shall require an affirmative vote of the Party's governing board. 6.1.2 Right to Withdraw After Amendment. Notwithstanding Section 6.1.1, a Party may withdraw its membership in DCEC following an amendment to this Agreement adopted by the Board which the Party's Director voted against, provided such notice is given in writing within thirty (30) days following the date of the vote. Withdrawal of a Party shall require an affirmative vote of the Party's governing board and shall not be subject to the six month advance notice provided in Section 6.1.1. In the event of such withdrawal, the Party shall be subject to the provisions of Section 6.3. 6.1.3 The Right to Withdraw Prior to Program Launch. After receiving bids from power suppliers, DCEC shall provide to the Parties the report from the electrical utility consultant(s) retained by DCEC that compares the total estimated electrical rates that DCEC will be charging to customers as well as the estimated greenhouse gas emissions rate and the amount of estimated renewable energy used with that of the incumbent utility (SCE). If the report provides that DCEC is unable to provide total electrical rates, as part of its baseline offering, to customers that are equal to or lower than the incumbent utility or to provide power in a manner that has a lower greenhouse gas emissions rate or uses more renewable energy than the incumbent utility, a Party may immediately withdraw its membership in DCEC without any further financial obligation, as long as the Party provides written notice of its intent to withdraw to DCEC Board no more than fifteen (15)days after receiving the report. A Party may also withdraw its membership in DCEC prior to December 31, 2017 for any reason. Any withdrawing Party shall not be entitled to any return of funds it may have provided to DCEC, provided, however, that if, after the program is launched there are unobligated and unused funds, the Desert Cities Energy Choice 14 JPA Agreement,June 28, 2017 withdrawing member shall be refunded its pro rata share of the unobligated and unused funds. 6.1.4 Continuing Financial Obligation; Further Assurances. Except as provided by Section 6.1.3, a Party that withdraws its participation in the CCA Program may be subject to certain continuing financial obligations, as described in Section 6.3. Each withdrawing Party and DCEC shall execute and deliver all further instruments and documents, and take any further action that may be reasonably necessary, as determined by the Board, to effectuate the orderly withdrawal of such Party from participation in the CCA Program. 6.2 Involuntary Termination of a Party. Participation of a Party 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 participation in the CCA Program upon a vote of Board members as provided in Section 3.17.5. Prior to any vote to terminate participation with respect to a Party, written notice of the proposed termination and the reason(s)for such termination shall be delivered to the Party whose termination is proposed at least thirty (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 has allegedly violated. The Party subject to possible termination shall have the opportunity at the next regular Board meeting to respond to any reasons and allegations that may be cited as a basis for termination prior to a vote regarding termination. A Party that has had its participation in the CCA Program terminated may be subject to certain continuing liabilities, as described in Section 6.3. 6.3 Continuing Financial Obligations; Refund. Except as provided by Section 6.1.3, upon a withdrawal or involuntary termination of a Party, the Party shall remain responsible for any claims, demands, damages, or other financial obligations arising from such Party's membership or participation in the CCA Program through the effective date of its withdrawal or involuntary termination, it being agreed that the Party shall not be responsible for any new financial obligations arising after the date of the Party's withdrawal or involuntary termination. Claims, demands, damages, or other financial obligations for which a withdrawing or terminated Party may remain liable include, but are not limited to, losses from the resale of power contracted for by DCEC to serve the Party's load and any unfunded liabilities such as unfunded retirement contributions or costs and any unfunded post-retirement benefits. With respect to such financial obligations, upon notice by a Party that it wishes to withdraw from the CCA Program, DCEC shall notify the Party of the minimum waiting period under which the Party would have no costs for withdrawal if the Party 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 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 shall also be responsible for any costs or obligations associated with the Party's participation in any program in accordance with the provisions of any agreements relating to such program provided such costs or Desert Cities Energy Choice 15 JPA Agreement,June 28, 2017 obligations were incurred prior to the withdrawal of the Party. DCEC may withhold funds otherwise owing to the Party or may require the Party to deposit sufficient funds with DCEC, as reasonably determined by DCEC and approved by a vote of the Board, to cover the Party's financial obligations for the costs described above. Any amount of the Party's funds held on deposit with DCEC above that which is required to pay any existing or ongoing financial obligations shall be returned to the Party. If there is a disagreement related to the charge(s) for exiting, the Parties shall attempt to settle the amount through mediation or other dispute resolution process as authorized by section 7.1. If the dispute is not resolved, the Parties may agree to proceed to arbitration, or any party may seek judicial review. The liability of any Party under this section 6.3 is subject and subordinate to the provisions of Section 2.2, and nothing in this section 6.3 shall reduce, impair, or eliminate any immunity from liability provided by Section 2.2. 6.4 Mutual Termination. This Agreement may be terminated by mutual agreement of all the Parties; provided, however, the foregoing shall not be construed as limiting the rights of a Party to withdraw its participation in the CCA Program, as described in Section 6.1. 6.5 Disposition of Property upon Termination of Authority. Upon termination of this Agreement, any surplus money or assets in possession of DCEC 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 in proportion to the contributions made by each. ARTICLE 7: MISCELLANEOUS PROVISIONS 7.1 Dispute Resolution. The Parties and DCEC shall make reasonable efforts to informally settle all disputes arising out of or in connection with this Agreement. Should such informal efforts to settle a dispute, after reasonable efforts, fail, the dispute shall be mediated in accordance with policies and procedures established by the Board. 7.2 Liability of Directors, Officers, and Employees. The Directors, officers, and employees of DCEC 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. DCEC 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, DCEC, or its Directors, officers, or employees 7.3 Indemnification of Parties. DCEC shall acquire such insurance coverage as is necessary to protect the interests of DCEC, the Parties, and the public. Subject to the provisions of Section 7.4 and provided that a Party has acted in good faith and in accordance with this Agreement, DCEC shall defend with counsel acceptable to said Party, indemnify and hold such Party free and harmless from Desert Cities Energy Choice 16 JPA Agreement,June 28, 2017 any loss, liability or damage incurred or suffered by such Party by reason of litigation arising from or as a result of any of the following: the Party's participation in the JPA; action taken to approve and/or implement the CCA; or any other act performed or to be performed by the Party pursuant to this Agreement; provided, however that such indemnification or agreement to hold harmless pursuant to this section shall be recoverable only out of DCEC assets and not from other Parties. To the extent DCEC's assets are insufficient to satisfy its obligations under this Section, any member Agency forced to expend its own funds to satisfy what would otherwise be DCEC's obligations shall be entitled to reimbursement from DCEC. 7.4 Limitations on Liability. The Parties acknowledge that Section 895.2 of the California Government Code provides that a Member is jointly and severally liable for the torts of the joint powers agency, but that Sections 895.4 and 895.6 of that Code allow the members of a joint powers agency to contractually agree to indemnity and contribution provisions that allow such liability to be apportioned among the members based on their respective degree of fault giving rise to the liability. The Parties further acknowledge that they have agreed at Section 7.3 above to indemnify and defend those Member agencies against loss, liability or damage suffered by a Member Agency individually as a result of that Agency's good faith acts taken pursuant to this Agreement. Now, therefore, in contemplation of such authority, the Parties agree that, as among themselves, each shall assume that portion of the liability imposed upon DCEC or any of its Members, officers, agents or employees by law for injury caused by any negligent or wrongful act or omission occurring during the performance of this Agreement that is not covered by insurance, that is determined by the DCEC to be that Member's proportionate share accruing during the Member's period of participation in DCEC. Said determination shall be by three-fourths vote of the Member Agencies, meaning an affirmative vote of three-fourths of the total number of Member Agencies. The Members acknowledge that, given the possible variables, determination of a proper apportionment may be difficult. Therefore, subject only to arbitration rights set out at Section 6.3, the Members agree that the Board's good faith determination of a fair apportionment shall be final, binding and enforceable as a term of this Agreement. Each Member shall to the extent provided herein indemnify and hold harmless the other Members for any loss, costs or expenses that may be imposed on such other Members solely by virtue of Section 895.2. 7.5 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 3.17.5. DCEC shall provide written notice to all Parties 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. Exhibits A through E of this Agreement may be revised from time to time by Board vote and copies of such revised exhibits shall be distributed to all Parties. 7.6 Assignment. Except as otherwise expressly provided in this Agreement, the rights and duties of the Parties may not be assigned or delegated without the advance written consent of all of the other Parties, and any attempt to assign or delegate such rights or duties in contravention of this Section 7.5 shall be null and void. This Agreement shall inure to the benefit of, and be binding upon, the Desert Cities Energy Choice 17 JPA Agreement,June 28, 2017 successors and assigns of the Parties. This Section 7.5 does not prohibit a Party from entering into an independent agreement with another agency, person, or entity regarding the financing of that Party's contributions to DCEC, or the disposition of proceeds which that Party receives under this Agreement, so long as such independent agreement does not affect, or purport to affect, the rights and duties of DCEC or the Parties under this Agreement. 7.7 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. 7.8 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. 7.9 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. 7.10 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 DCEC or Party, as the case may be, or such other person designated in writing by DCEC or Party. Notices given to one Party shall be copied to all other Parties. Notices given to DCEC shall be copied to all Parties. 7.11 No Third Party Beneficiaries. This Agreement shall reflect the Parties' rights and obligations as by and among themselves. Nothing herein shall create any right in any third party to enforce any right or obligation set out in this Agreement as against any Party hereto. Desert Cities Energy Choice 18 JPA Agreement,June 28, 2017 EXHIBIT A DEFINITIONS 1. "Act" means the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.) 2. "Administrative Services Agreement" means an agreement or agreements entered into after the Effective Date by DCEC with one or more entity that will perform tasks necessary for planning, implementing, operating and/or administering the CCA Program, or any portion of the CCA Program or any other energy programs adopted by DCEC. 3. "Agreement" means this Joint Powers Agreement. 4. "Annual Energy Use" has the meaning given in Section 3.17.1(b). 5. "Authority" means the DCEC. 6. "Authority Document(s)" means document(s) duly adopted by the Board by resolution or motion implementing the powers, functions, and activities of DCEC, including but not limited to the Operating Rules and Regulations, the annual budget, and plans and policies. 7. "Board" means the Board of Directors of DCEC. 8. "CCA" or"Community Choice Aggregation" means an electric service option available to cities and counties pursuant to Public Utilities Code Section 366.2. 9. "CCA Program" means DCEC's program relating to CCA that is principally described in Article 2 of this Agreement. 10. "CVAG" shall mean the Coachella Valley Association of Governments. 11. "Director" means a member of the Board of Directors appointed by and representing a Party. 12. "Effective Date" means , 2017 or when initial members of DCEC execute this Agreement, whichever occurs later, as further described in Section 2.1. 13. "Implementation Plan" means the plan generally described in Section 4.1.2 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. 14. "Initial Costs" means all costs incurred by the DCEC and or any Parties relating to the establishment and initial operation of DCEC, such as the hiring of an Executive Officer and any administrative staff, and any required accounting, administrative, technical, or legal services in support of DCEC's initial activities or in support of the negotiation, preparation, and approval of one or more Administrative Services Agreements. Desert Cities Energy Choice 19 JPA Agreement,June 28, 2017 15. "Operating Rules and Regulations" means one or more sets of rules, regulations, policies, bylaws and procedures governing the operation of DCEC. 16. "Parties"or"Members" means, collectively, the signatories to this Agreement. 17. "Party", "Member" or"Member Agency" means a signatory to this Agreement. 18. "Total Annual Energy Use" has the meaning given in Section 3.17.1(b). Desert Cities Energy Choice 20 JPA Agreement,June 28, 2017 EXHIBIT B LIST OF PARTIES Parties: City of Blythe City of Cathedral City City of Desert Hot Springs City of Indian Wells City of Palm Desert City of Palm Springs Desert Cities Energy Choice 21 JPA Agreement,June 28, 2017 EXHIBIT C PRO FORMA ANNUAL ENERGY USE Member Number of Customers Annual Energy Use (MW h) Blythe 5,898 117,000 Cathedral City 24,137 329,000 Desert Hot Springs 11,421 140,000 Indian Wells 5,230 158,000 Palm Desert 39,459 699,000 Palm Springs 37,826 640,000 Total 123,971 2,083,000 Desert Cities Energy Choice 22 JPA Agreement,June 28, 2017 EXHIBIT D PRO FORMA VOTING SHARES CVCEA CCA Program Participation and Weighted Voting Shares Participants Annual Energy Percent Annual Annual Energy Use Pro Rata Voting Weighted Use (MWh) Energy Use Voting Share % Share % Voting Share % Blythe 117,000 5.62% 2.81% 8.33% 11.14% Cathedral City 329,000 15.79% 7.90% 8.33% 16.23% Desert Hot Springs 140,000 6.72% 3.36% 8.33% 11.69% Indian Wells 158,000 7.59% 3.79% 8.33% 12.13% Palm Desert 699,000 33.56% 16.78% 8.33% 25.11% Palm Springs 640,000 30.72% 15.36% 8.33% 23.70% ► TOTALS 2,083,000 100.00% 50.00% 50.00% 100.00% 1. [ FORMULAS USED: 1. Annual Energy Use Voting Share: Total Annual Energy Use (expressed in MWh)in the Member's jurisdiction/combined Total Annual Energy Use all Members'jurisdictions] multiplied by 1/2), expressed as a percentage to two decimal places. See section 3.17.1 (b) 2. Pro-rata Voting Share: [1 /total number of members] multiplied by 1/2), expressed as a percentage to two decimal places. See section 3.17.1 (a) 3. Weighted Voting Share: [the respective sum of the values computed in (1)and (2)above, expressed as a percentage to two decimal places. See section 3.17.1 (c) Desert Cities Energy Choice 23 JPA Agreement,June 28, 2017 EXHIBIT E SIGNATURES IN WITNESS WHEREOF, the Parties hereto have executed this Joint Powers Agreement establishing the Desert Cities Energy Choice, Community Choice Aggregation program. By: Name: Title: Date: Party: (One signature page for each Member) Desert Cities Energy Choice 24 JPA Agreement,June 28, 2017 � � . I, ' V mea t CVAG Community Choice Energy: Frequently Asked Questions Q: What is Community Choice Aggregation? A: Community Choice Aggregation (CCA) is a program that enables local governments to pool (or aggregate)the electricity demand of their communities for the purpose of supplying electricity. Often called Community Choice Energy, a CCA buys and/or develops power resources on behalf of the electricity end users in its jurisdiction. Southern California Edison would continue to provide all transmission and distribution of electricity, as well as system maintenance and customer service. Areas served by an existing publicly owned utility, such as Imperial Irrigation District, are not eligible for CCA programs. Q: How is a CCA financed? A: Once launched, a CCA is financed by the revenues received from customers based on electricity sales. A CCA is a self- funded, not-for-profit public agency which ensures that any financial benefits directly serve the community. CCAs are not subsidized by tax dollars. Start-up costs may be financed by member agencies, banks, or other lenders; these costs are paid back once revenues from the sale of electricity accumulate. Surplus funds generated by the CCA may be reinvested back into the community in the form of lower rates, or new energy projects and programs that serve the entire customer base. Q: Who governs and administers the CCA? A: There are options for governance. CVAG's Ad Hoc CCA working group has recommended formation of a separate joint powers authority(JPA)to be governed by a Board of Directors made up of elected representatives from each of the participating jurisdictions. The Board will conduct its business in regular meetings that will be open to the public, ensuring transparency and community involvement. Q: Why are so many local governments considering CCA? A: CCAs give electricity consumers a power supply choice where none currently exists, providing communities with local control over their energy supply. CCAs introduce competition into the energy market,which helps drive costs down,diversify power choices, and stimulate new investments in renewable energy. Consumers can increase the amount of electricity from non-polluting renewable sources including wind, solar and geothermal energy. In the Coachella Valley, a CCA offers a way to advance local renewable energy resources. Existing CCAs offer a "default" option that is both cleaner and cheaper than the incumbent utility, as well as a voluntary, 100%renewable energy option offered at a rate premium. Under a CCA, Coachella Valley ratepayers can determine how our electricity is generated— from clean and renewable resources rather than more polluting and finite fossil fuels. And simultaneously achieve modest savings over current SCE rates. Q: How will the CCA set its rates? A: The CCA Board of Directors will have the authority to set electric generation rates for our customers, after they are carefully developed, discussed, evaluated, and approved at public meetings. To date, existing CCAs in California offer competitive electricity rates, currently ranging from 3%-10%lower than investor-owned utility(IOU) rates, depending on the customer class and particular CCA option each customer chooses. While utility rates change several times a year, CCA rates generally adjust once per year, offering a greater measure of rate stability. While there is no guarantee that CCA generation rates will always be lower than SCE rates, publicly managed CCAs do have the advantage of being non- profit agencies that pay no shareholder dividends, investor returns, high corporate salaries, or income taxes like commercial services or investor-owned utilities, which helps keep costs down. Initial studies estimate that a CCA program could save ratepayers millions of dollars over the next twenty years. Q: What financial or other obligation does a city or county incur by establishing a CCA? A: Formation of a CCA through a Joint Powers Authority would not require contributions from participating member agencies. By establishing a CCA, the JPA, acting on behalf of its members, assumes various powers and responsibilities such as assuming ratemaking authority for retail customers and the responsibility to procure power for customers in its jurisdiction.The authority and responsibilities of the Joint Powers Authority (JPA)will be determined by the participating cities. Q: Will creating a CCA require setting up a new bureaucracy?Isn't the private sector better at managing the complexity of today's electricity markets than the public sector? A: Setting up a CCA program does not require hiring a large staff to manage the tasks of running the CCA. CCA tasks and functions can be handled through contracts with existing private and public sector organizations with significant CCA expertise and experience.The proposed CCA would be a public-private partnership that takes advantage of the opportunities offered by both the private and public sectors.The private sector will be employed to carry out many of the functions associated with a CCA program. A CCA is more a matter of public control over critical resources required to sustain our communities and a way to take advantage of unique and cost-effective financial opportunities available only to the public sector based on local input. In fact, public utilities have a long track record of providing power supply services at less cost than their private-sector counterparts. Q: Can cities and counties be legally shielded from the actions of the CCA? A: Regardless of administrative structure,the assets and liabilities of the CCA program remain separate from those of the participating agencies' general funds. Financial liability is mitigated by specific JPA ordinance and vendor contract language that protects municipal assets. Q: What are the options for customers to opt-out and, if they change their minds, opt-in to a CCA at a later date? A: A new CCA is required to send a total of four notices to customers,two notices prior to commencement of CCA service, and two notices during the 60-day period following commencement of CCA service. Customers who opt out before or within the first 60 days of CCA service may return at any time. Customers who opt out after the first 60 days of service with a CCA will be prohibited by Southern California Edison from returning for one year. Q: Is the CCA subject to the same energy price fluctuations that undermined the IOU's financial stability in 2000? A: Due to the restructuring law passed in 1996,the CPUC prevented utilities from entering into long-term purchase contracts because it was assumed that market competition would lower prices. At the time of California's energy crises, IOU's were caught in a unique situation of having to purchase power from the spot market as prices skyrocketed due to market manipulation, escalating natural gas prices, and other factors. Since the energy crisis of 2000-2001,the CPUC has changed power purchase rules that reduce many of the risks exposed by California's experimentation with market restructuring. One way an incipient CCA can reduce such risk is by "forward procurement,"thereby reducing its reliance on more volatile spot market purchases, which is an accepted industry practice for meeting variable peak demands and simultaneously limiting exposure to the volatility of day-to-day price swings. Q: Why is CVAG moving so quickly to form a CCA? A: Timing is crucial in starting up a CCA. Currently, power and renewable resource rates are at historic lows. With so many CCA's on the verge of formation, each one will be aggressively pursuing procurement contracts for their own customers. If we wait too long to form a CCA, it may be more difficult to secure energy contracts for the CCA and/or market prices may shift. Also SCE is in the process of proposing changes to the current calculation of the 'exit fee' charged to customers when they shift to a CCA. If their proposed changes are approved by the California Public Utilities Commission (CPUC), it could significantly affect the rates of the CCA, possibly making it much less viable to operate. For additional questions, please contact Katie Barrows(kbarrows@cvag.org)or Benjamin Druyon (bdruyon@cvag.org)at CVAG(760)346-1127. 6/15/2o17 MEMORANDUM CVAG TO: Ad Hoc Working Group, City Staff FROM: CVAG Staff and Don Dame, Consultant to Coachella Valley Association of Governments SUBJECT: Community Choice Aggregation (CCA) Questions and Answers DATE: June 23, 2017 During presentations to member jurisdictions interested in Community Choice Aggregation, several questions have been consistently asked by city council members and/or staff from interested cities. The following summary addresses these questions with responses drawing from the experience and best practices of currently operating CCAs in California. Risk Assessment and Risk Management: What are the risks? What is the worst-case scenario, and what are the implications to the City? 1. What is the likelihood of that scenario? 2. Can we mitigate risks and worst-case scenario? Risk is a ubiquitous factor in the start-up and ongoing operation of a business, and a CCA program is no exception. Taking prudent and reasonable actions to anticipate and plan for unforeseen and unpreventable events that could impact CCA viability is an essential role of CCA decision makers. Awareness of risks and adoption of well thought out risk management policies and practices will ensure the possible impacts are manageable. Probably the most effective "risk absorbers" over time are management preparedness and the availability of sufficient reserve funds which may be used to mitigate business uncertainty events. The feasibility study/business plan completed for CVAG and WRCOG identified risks associated with CCAs. A sensitivity analysis was completed which described that CCA rates could be higher than SCE rates if: 1) the "exit fee" charged by SCE (the PCIA charge) becomes much larger; 2) CCA loads are much less than forecast; and 3) wholesale market prices are much higher than current experience. The feasibility study judged most risks to be manageable and noted that formation of a CCA for CVAG is financially feasible and would result in beneficial local economic and environmental impacts. 1 As described in the feasibility study, most business risk for CCAs falls within three general categories: 1) financial; 2) operational; and 3) regulatory and political. The following is a brief summary of the categories of risk and assumptions about how those risks would be managed, based on the feasibility study and input from existing CCAs: I. Financial A. Market prices - With respect to the risk of wholesale market prices being much higher than current experience: 1. Wholesale prices for natural gas/electricity at near historic lows. However, natural gas prices are subject to variety of local, national and international forces that could alter the market place. (On a year-over-year basis, natural gas prices are up about 10%since June 2016) 2. If natural gas prices increase, it is highly likely that electric wholesale market prices would also increase. 3. All signs continue to suggest decreases in solar equipment costs on a $/watt basis; it seems very unlikely that solar costs will increase over the next 10 to 20 years. It is more likely that costs for solar will continue to decline. 4. Increases in market prices for electricity will affect SCE as well as a CCA, such that a CCA should be able to maintain competitive rates II. Operational - A. Load forecasts and customer growth. CCAs have risk associated with customers who opt-out; must notice customers 2 times prior to commencement of service and 2 times during the 60-days immediately following commencement of service. B. Customers opting out result in reduced revenue stream, reduction in amount or wholesale power procurement needed (possibly need to liquidate any excess power supply already committed to purchase). 1. The feasibility study included conservative estimate of customer opt-out rates of 25%/35%for residential/non-residential customers. California's active CCA programs have residential customer op-out rates in the 5 to 10% range. 2. Risk of over procurement mitigated by reducing electricity procurement amounts accordingly, at least during initial commencement of CCA service until customer base has stabilized and becomes more predictable. 3. Very unlikely loads will not meet or exceed those assumed in feasibility study. 4. All else equal, as SCE rates increase or decrease relative to CCA rates,there will be an inverse impact on the CCA's opt-out rate. CCA opt-out rates will also be affected by SCE retail rates. Historically, SCE rates have increased overall in the 4-6% range annually for total of cost of service components. C. Consultants who are being considered to assist with a CCA have expertise and experience in assessing risk, developing risk policies and procedures and managing risk to ensure the success of the CCA program. 2 III. Regulatory and Political A. Factors that could impact SCE's rates in addition to market price impacts described above include regulatory changes, plant or technology retirements or additions, and the long-term impact of the Aliso Canyon leak. 1. Existing CCAs have thus far managed to address potentially detrimental regulatory /legislative changes thru effective lobbying. CCAs will need to continually monitor and advocate at the federal, state and local levels to ensure fair and equitable treatment for CCAs. This will likely be achieved in concert with other active CCAs. 2. CVAG is currently involved with other existing and proposed CCAs to monitor and comment on relevant regulatory/legislative issues. 3. Efforts to ensure strong customer relationships will enhance customer loyalty and help stabilize revenues. 4. Longer-term predictability and durability of the CCA's customer base will help assure access to credit markets to meet working capital, efficiency programs, new resource investments, debt repayment, and other CCA financial needs The financial risks associated with Community Choice Aggregation vary depending on the phase of CCA establishment, and the different financial commitments and activities. These phases include: 1. Evaluation, preparation of feasibility study; 2. Vote to establish CCA but prior to serving customers 3. Begin customer service but prior to receiving revenues 4. Customers being served, and regular, routine service/revenue cycle in place Up until the point a CCA program actually "goes live" (say, June 2018 in CVAG's case) staff and consultants will continue to monitor power market prices and other factors that influence CCA viability. If conditions do not appear to remain conducive to CCA viability, staff and consultants will advise decision makers accordingly. If warranted, the CCA Board and decision makers could decide to halt further CCA implementation activities. If no CCA is created, the cities risk no additional public funds and likely concludes the expenditure of such investigatory funds was justified and warranted to allow for informed decision making. If a feasibility study or other further analysis of CCA is decided upon,the cities may expend addition public monies for such purposes, say, another $50,000 to $250,000, for associated consulting activities. No funds beyond those amounts authorized by the cities for such activities are at risk, and the activities may cease any time at cities direction. At this point, monies either loaned or conveyed to the new JPA to fund start-up efforts would likely be unrecoverable. The total amount expended and lost might be in the $300,000+/- range subject to elapsed time and total staff effort expended prior to making a "cease effort" determination. Once a CCA program has been formally established and retail power sales commence, the "worst case" would likely involve some type of significantly volatile upward movement of power prices (similar to back in 2000) and/or unfavorable CPUC/legislative intrusion which reduces or eliminates CCA viability, causing CCA retail customers to withdraw from CCA service and return to full SCE retail service. These events would be somewhat mitigated in that SCE would also be impacted by such power price spikes. CVAG CCA program staff and consultants 3 should be prepared and plan for such possibilities and establish contingencies within a Board interactive risk management program. Nonetheless, there is no mechanism to thwart customers from returning to SCE if they so choose. If sufficient customers depart CCA power service, revenues will be more unlikely to cover costs, and the CCA may need to cease service altogether, sending all remaining customers back to SCE. However, a CCA would have the right to charge an exit fee to these departing customers, allowing for cost recovery. The CCA can mitigate impacts to CCA city participants by prudent construction of its JPA agreement to specifically shield participating cities from the debts and financial liabilities of the JPA. The JPA also has the ability to impose an exit charge on customers returning to SCE to recover any outstanding amounts owed or otherwise unrecoverable. The JPA would likely conduct an orderly liquidation of remaining/unused power supply contracts, and/or generation facilities and other assets to determine the net residual obligation to be assessed to departing power customers. Again, careful planning and monitoring of CCA operations should help identify possibly calamitous issues prior to entering any type of crisis stage. But if such an event occurs, the JPA should contractually insulate participating cities, and CCA retail customers will have an ongoing obligation to fund net residual liabilities after their return to SCE. Even after all prudent steps have been taken however, there remains no absolute guarantee that participating cities might not somehow be involved if sufficiently broad and hostile related litigation were to arise. What is the likelihood of that scenario? Staff contemplates the likelihood of a worst-case scenario event to be relatively low based on the successes of existing CCAs, the potential to employ experienced vendors and technical consultants, and the active and ongoing involvement of staff, the JPA Board and technical services vendors. Formal and careful technical planning, analysis and monitoring (by the Board, staff and consultants) should identify any potentially negative events and/or outcomes in sufficient time to adjust business operations to avoid most if not all severely negative impacts. Can we mitigate that scenario/liability? As suggested above, active Board involvement coupled with careful and formal planning, analysis, and reporting by staff and consultants should provide ample warning of potentially injurious business conditions and allow for the development of corresponding strategies to reduce or eliminate negative consequences. Ultimately, CCA viability and degree of success will be a function of Board involvement, community support, hiring experienced staff and vendors, in concert with establishing a responsive power supply portfolio ---- all activities that will eliminate or substantially reduce risk of CCA business failure. Table 1 summarizes the risks associated with a Community Choice Aggregation program. 4 Schedule for CVAG's CCA implementation process California's CCA legislation was initially enacted in 2002 (15 years ago) and in 2010 Marin Clean Energy (MCE) was the first CCA established. Since 2010, over a half dozen additional CCAs have been established with many more in various stages of investigation/implementation. All existing CCAs are offering competitive rates and higher renewable resource content than the respective investor-owned utility (SCE or PG&E). In large measure this is due to relatively favorable power market conditions which have existed since 2010 but which show some signs of upward price movement, especially based on natural gas prices which have increased about $0.35 / MMBtu over the last year. A key component of success will be to provide rates equal to or below those offered by SCE. This outcome is directly tied to power market prices, and this likelihood may diminish over time if power prices escalate. Procedurally, all CCAs must follow a parallel path to establish a CCA, a path which is reasonably well defined at this point. Thus, participating CVAG cities are able to select from experienced vendors and power service providers to establish a CCA program. Therefore, given the success of existing CCAs, the clear CCA program template to follow, and the currently hospitable power market, it is recommended that acting before these conditions significantly change will enhance program success and consequential flow through benefits to community members. Opportunity to Thoroughly Investigate Community Choice Aggregation: CVAG committees and staff have been reviewing CCA feasibility for over a year, beginning with Executive Committee authorization to fund a feasibility study in April 2016. In December 2016, a feasibility study and business plan was completed by EES Consultants which outlined the mechanics and described the feasibility of a CCA program for "Inland Empire" communities, including CVAG, Western Riverside Council of Governments (WRCOG) and San Bernardino Council of Governments (SBCOG). In May 2017, CVAG and WRCOG staff spent the day with the two longest running CCA programs -- Marin Clean Energy and Sonoma Clean Power--getting an in-depth introduction to the workings and experience of these two successful programs. Further, CVAG and WRCOG issued an RFP requesting information and proposals from vendors and power services providers regarding attaining requisite services to establish a CCA program. Interviews were conducted for 6 of 9 entities responding to the RFP, some of which bid "complete" services approaches. Several of the bidders have been successful consultants to other local governments establishing similar California CCA programs. Staff believes the RFP responses and subsequent interviews convey an accurate picture of entities capable and experienced in performing such services in a manner conducive to establishing a successful CCA program for interested CVAG cities. Attaining wholesale power supply and then selling at retail to community customers is a very complex business undertaking and it is important for decision makers to be well informed and continue with additional investigation. Staff believes that central to program success is the selection of experienced and competent vendors, with experience working with and understanding the complexities of CCA power procurement and sales. 5 Table 1: CCA Risks and Risk Level Risk Description Likely Risk Level Comments Supply Imbalance, over or Low Can be mitigated with prudent hedging under-procurement and forward procurement activities Customer Opt-Out Low Opt-out risk is most substantial during program commencement and can be mitigated with careful procurement planning allowing for initial supply flexibility. Also customer support and local benefits will increase CCA loyalty Current Power Market Low Current market prices are below historic averages Future Power Market Moderate Many factors influence such as overall economy, continuation of fracking, natural gas prices, etc. Financial Low Prudent planning and operation, current market prices, coupled with existing CCA track records help to ameliorate financial risks Attracting Staff Low Market salaries should attract available and needed staff and consultants Regulatory& Legislative Moderate An area to be carefully monitored and likely participate with other CCA to influence and preserve a viable CCA alternative Renewables availability Low Declining pricing and increased availability, Coachella Valley well situated for solar, wind, geothermal Cities Exposure Very Low JPA provides protection for cities and assumes liabilities. No upfront costs to cities. CCA "Failure" Low Established working model, careful planning and oversight will mitigate 6 CITY OF PALM DESERT DEPARTMENT OF COMMUNITY DEVELOPMENT INTEROFFICE MEMORANDUM To: Honorable Mayor and Members of the City Council From: Ryan Stendell, Director of Community Development Date: September 26, 2017 Subject: Continued Business Item A: Recirculation of the Coachella Valley Association of Governments (CVAG) Memo Attached please find a revised copy of a memo provided by the CVAG related to the formation process of a Community Choice Aggregation Program. The modification is related to the response to question No. 3, which is highlighted in blue. The balance of the memo remains unchanged. If you have any further questions or comments, please contact me at Extension 386. RYAN STENDELL DIRECTOR OF COMMUNITY DEVELOPMENT Attachments (as noted) MEMORANDUM TO: Palm Desert City Council FROM: Katie Barrows, Director of Environmental Resources�3 SUBJECT: Responses to Questions about Community Choice Aggregation DATE: September 19, 2017 (revised September 26, 2017) CVAG During presentations to member jurisdictions interested in Community Choice Aggregation, several questions have been consistently asked by city council members and/or staff. The following questions were posed by Palm Desert staff, based on questions asked by city council members during city council meetings. 1. Will CVAG consider amending the JPA agreement at this time to address minor issues which have been raised by Councilmembers (i.e. 15-days to 30-days, etc.)? CVAG staff suggests there are ways of addressing these concerns without making changes to the JPA before all cities have considered it. The request for the change from 15 to 30 days makes sense, is non -substantive and is likely to be acceptable to other members. Since two cities have approved the JPA, it is not now a CVAG document but is under the purview of the new CCA board. It is appropriate that decisions about changes to the CCA JPA be made by the CCA members. It is possible that cities which have not yet considered the CCA (Desert Hot Springs) may also have proposed changes to the Joint Powers Agreement during their review and consideration of the CCA. At the first meeting of the CCA board (expected to occur in October 2017), any proposed changes to the JPA agreement would be presented. The CCA board could act on proposed revisions to the JPA at one time, either at their first or second meeting in October/November. This would allow the city council to withdraw prior to the December 31 "withdraw for any reason" deadline. The City Council could make their approval of the CCA conditional on the requested change to the JPA. CVAG could ask that a note indicating this change has been proposed be included in staff reports for cities that have not yet approved the JPA. 2. Can CVAG provide some analysis of renewable targets required of IOU's (i.e. SB350) vs. the advantages of renewable choices provided by a CCA? The option to increase the renewable energy available to customers is one of the key benefits of Community Choice Aggregation. CCA offers a way for local communities to have energy choices CVAG Community Choice Aggregation Responses September 19, 2017, Page 2 that are not now available to them. At their initial meeting in April 2017, CVAG's Community Choice Aggregation AD Hoc Working Group discussed the options for consumer choice, and the balance of rate savings with economic and environmental benefits. At an August Ad Hoc group discussion of program goals, representatives from participating cities unanimously agreed that rate reduction is the highest priority. Opportunities for consumer choice, local control and more renewable energy were also cited as priorities. The Ad Hoc members also emphasized the importance of building a sound financial position for the new CCA, including accumulating sufficient reserves. California has set aggressive goals for renewable energy and greenhouse gas reduction which include: ✓ Renewable Portfolio Standard (RPS) increased to 33% by 2020 (SB 2 (1X) signed into law in 2011) ✓ Renewable Portfolio Standard increased to 50% by 2030 (SB 350 signed into law in 2015) ✓ Greenhouse gas (GHG) emissions reduced to 40% below 1990 levels by 2030 (SB 32, 2016) A Community Choice Aggregation program has to abide by the same RPS requirements as Southern California Edison and other Investor Owned Utilities (IOU's). Based on CVAG city loads and current market conditions, The Energy Authority (TEA), our selected consultant, has presented possible scenarios for customer choices including a lower rate option that would still offer a modest reduction in greenhouse gases and would exceed Southern California Edison's renewable standard. To give consumers more choices, the CCA could, and likely will, offer an energy choice with a higher percentage of renewable energy and lower GHG impacts with less rate -saving benefits. This will be a decision of the local CCA board, which will offer opportunities for public input as part of the energy portfolio and rate -setting process. By contrast, SCE rates are determined in Sacramento by the California Public Utilities Commission (CPUC). SCE is currently purchasing 28% of their electricity from renewable energy sources and is 40% greenhouse gas free based on 2016 data. SCE has 41.4% RPS procurement under contract for 2020. a. Include a brief analysis of how renewable energy credits are produced and tracked. Please briefly describe the buckets of renewable energy types, as presented by The Energy Authority to the CCA Ad Hoc Working Group. Briefly, Renewable Energy Certificates (RECs), represent the renewable energy resources associated with power production; these "green energy credits", based on the source of energy produced, can be sold, bartered or traded. RECs are assigned uniquely identifying numbers that allow them to be tracked. Tracking and transfer of RECs is handled by the Western Renewable Energy Generation Information System (WREGIS). Renewable Energy Credits are grouped in "buckets" that identify their portfolio content. The summary in Appendix A describes these energy "buckets." The procurement of electricity will focus on in state renewable sources (Bucket 1) and bundled out-of-state sources (Bucket 2). Based on input from the CCA Ad Hoc Working Group, it is anticipated that unbundled RECs would not be needed and would not be used. CVAG Community Choice Aggregation Responses September 19, 2017, Page 3 3. Can CVAG provide a budget of expenditures for the time period leading up to December 31, 2017? Please also clarify under what circumstances individual cities may be required to actually expend these funds. During the process of working with member cities, CVAG has indicated that there are no upfront costs required to participate in the CCA. The costs accrued by CVAG for the new CCA will not be included in any potential request for reimbursement from the participating agencies. CVAG has been working on the CCA as port of its services to member agencies for which dues are paid. If the CCA does not launch, CVAG would absorb the costs as part of our responsibility to provide service to our members. When the CCA begins to provide electricity to customers and receive revenues, CVAG is eligible to request reimbursement for costs associated with the CCA start-up and launch. Another aspect of this question relates to the "report" identified in Section 6.1.3 of the JPA. This report, ':.. compares the total estimated electrical rates that the CCA will be charging to customers as well as the estimated greenhouse gas emissions rate and the amount of estimated renewable energy used with that of the incumbent utility (SCE). "A required next step for the CCA is to submit an Implementation Plan to the CPUC which will include all of this information. To prepare this plan and ultimately to develop a power procurement pion for the CCA, our consultants will develop a financial proforma which will forecast rates, GHG emissions and renewable energy used for a 5-year period. This proforma will then be updated on a daily basis to reflect market condition and other factors. The implementation Plan is scheduled to be submitted to the CPUC and SCE in late October/early November. Prior to submittal it will have to be approved by the CCA board and will be available for review. This report would be available to the City for review and would allow council members to make a determination about their participation based on the proforma prior to December 31. 4. What are the benefits of a CCA program which are unique to the CVAG region? When CVAG began exploring Community Choice Aggregation with member agencies, all options were evaluated, including a very large inland Empire CCA, a Riverside County -wide CCA, and a Coachella Valley regional CCA. The Ad Hoc Working Group showed no interest in joining WRCOG but recommended formation of a Coachella Valley only CCA. Among their concerns was the dilution of their influence as part of a larger CCA with different climate conditions and likely different priorities, The benefits of a CCA program for the CVAG region include: ✓ Community Choice would be under local control of our desert community leaders. if CVAG joined with another CCA (WRCOG), the voice of Coachella Valley member cities would be diluted. ✓ The Coachella Valley is blessed with significant renewable energy resources. A local CCA can invest in local renewable energy, enhancing local businesses and bringing more jobs to our communities. ✓ Potential to support and invest in geothermal energy around the Salton Sea. The CCA could also invest in other energy technologies, such as biofuels, which may be developed in the future, around the Salton Sea and elsewhere. ✓ Potential opportunities for collaboration with Imperial irrigation District, a local public utility currently offering their customers lower rates than SCE. ✓ Opportunities for collaboration with Coachella Valley Tribes, CVAG Community Choice Aggregation Responses September 19, 2017, Page 4 A Coachella Valley regional CCA can tailor programs to better serve customers in our desert climate, and address the high electricity bills for residents, including iow income customers, and businesses. As a member of the Coachella Valley CCA, Palm Desert would be one of four member agencies serving on the board (the City of Blythe is not expected to join the CCA in the initial period and Indian Wells has chosen to hold off on joining a CCA this year). The customer accounts for Palm Desert represent 35% of the total. a. If we were to join the WRCOG region CCA what % of that total CCA would Palm Desert represent? Palm Desert would represent 8% of the total accounts for the member agencies. The WRCOG CCA offers a "one city, one vote" scenario so Palm Desert would have one vote amongst up to 17 western Riverside County cities with little similarity to desert climate cities. The following chart shows the account numbers for participating cities and how Palm Desert would compare to WRCOG: Cathedral City Desert Not Sprirngs Palm Desert Palm Springs Total CVAG Accounts Percentage of WRCOG CCA WPCOG (17 cities) Palm Desert WRCOG + Palm Desert *of Accounts 24,637 11,421 39,459 37.826 113,343 438,019 39,459 477,478 Percentages 22% 10'% 35% 33% 100%- 92% 100% 5. Can you briefly explain the bonding procedures (AMA / CCA programs? The Feasibility study prepared for CVAG and WRCOG describes the potential for bonding to support the CCA program. However, based on input from our expert consultant team and estimates of up -front costs, we see no reason to bond for initial financing for the CCA program. In the initial years, it is expected that CCA revenues from sale of electricity will be directed at building financial reserves and no significant capital outlay is anticipated. At a later date, the CCA could consider bonding and indebtedness if they elected to invest in electricity infrastructure such as building a solar plant or participating in a public/private partnership for renewable energy development. Any plans to bond for CCA projects would be a decision of the CCA board. Bonding procedures would be developed and approved by the CCA board with input from member agencies, bond counsel, and other experts. One of the benefits of the JPA formation for this CCA program is it insulates member jurisdictions from financial obligations of the CCA. CVAG Community Choice Aggregation Responses September 19, 2017, Page 5 6. What about current legislation regarding CCAs? As CCAs grow in popularity, they are receiving more attention in the legislature. At the end of the 2017 legislative session, several bills (AB 726 and AB 813) included language that could have negatively affected new CCA programs; these bills were withdrawn by their author. Several members of the CCA Ad Hoc group contacted legislators asking them to protect the rights of communities to offer community choice. CVAG has recently joined COICCA, the California Community Choice Association, which represents the interests of California CCAs in the legislature and at the relevant regulatory agencies, including the California Public Utilities Commission (CPUC). Another issue of relevance to CCA efforts is the "exit fee" charged by Southern California Edison to CCA customers. CVAG is a party to the proceedings with the CPUC and is providing comment to ensure that the exit fee is fair to potential CCA customers as well as SCE customers. The discussion and proceedings about the exit fee at the CPUC is expected to take a year or more, with opportunities for public comment. Updates on legislative issues will be an ongoing item for the new CCA board. Appendix A: Summary of Renewable Energy Credits and the California Renewable Portfolio Standard (excerpt from August 22, 2017 presentation by The Energy Authority to CCA Ad Hoc Working Group). -TEA-- Energ yAuthority Renewable Portfolio Standard • There are three "Buckets" for Renewable Energy Credits (RECsj: (1) Bucket 1: bundled in -state (2) Bucket 2 : bundled firmed and shaped out-of-state (3) Bucket 3 — unbundled • Premium for RECs — $15-$16/MWh for bucket 1 — $6-7/MWh for bucket 2 • RECs are transferred and retired in Western Renewable Energy Generation Information System (WREGIS) [P 1 Average 20% each year 2011 1n13 c1'] 7014.2015 Compliance Penod 3 2017-2020 2014 retail sales • 71 F% 2015 retail sales' 74 3% 2016 retail tiah-, • 75% 2017 retail sales' 273E 2018 retail sales • 29% 2019 retail sales • 31% 2020 retail sales33% 2111 1.10571 n GMKO