16-029 Silicon Valley Clean Energy Authority, Joint Powers Agreement (JPA)Silicon Valley Clean Energy Authority
-Joint Powers Agreement-
Effective March 31, 2016
Among The Following Parties:
City of Campbell
City of Cupertino
City of Gilroy
City of Los Altos
Town of Los Altos Hills
Town of Los Gatos
City of Monte Sereno
City of Morgan Hill
City of Mountain View
County of Santa Clara (Unincorporated Area)
City of Saratoga
City of Sunnyvale
SILICON VALLEY CLEAN ENERGY AUTHORITY
JOINT POWERS AGREEMENT
This Joint Powers Agreement ("Agreement"), effective as of March 31 , 2016, 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 ("Parties"). The term "Parties" shall also include an
incorporated municipality or county added to this Agreement in accordance with Section 3.1.
RECITALS
1. The Parties are either incorporated municipalities or counties sharing various powers
under California law, including but not limited to the power to purchase, supply, and
aggregate electricity for themselves and their inhabitants.
2. The purposes for the Initial Participants (as such term is defined in Section 2.2 below)
entering into this Agreement include addressing climate change by reducing energy
related greenhouse gas emissions and securing energy supply and price stability, energy
efficiencies and local economic benefits. It is the intent of this Agreement to promote the
development and use of a wide range of renewable energy sources and energy efficiency
programs, including but not limited to solar and wind energy production.
3. The Parties desire to establish a separate public agency, known as the Silicon Valley
Clean Energy Authority ("Authority"), under the provisions of the Joint Exercise of
Powers Act of the State of California (Government Code Section 6500 et seq.) ("Act") in
order to collectively study, promote, develop, conduct, operate, and manage energy
programs.
4. The Initial Participants have each adopted an ordinance electing to implement through the
Authority a Community Choice Aggregation program pursuant to California Public
Utilities Code Section 366.2 ("CCA Program"). The first priority of the Authority will be
the consideration of those actions necessary to implement the CCA Program.
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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
CONTRACT DOCUMENTS
1.1 Definitions. Capitalized tenns 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:
Exhibit B:
Exhibit C:
Exhibit D:
Exhibit E:
Definitions
List of the Parties
Annual Energy Use
Voting Shares
Funding of Initial Costs
1.3 Revision of Exhibits. The Parties agree that Exhibits B, C and D to this
Agreement describe certain administrative matters that may be revised upon the approval of the
Board, without such revision constituting an amendment to this Agreement, as described in
Section 8.4. The Authority shall provide written notice to the Parties of the revision of any such
exhibit.
ARTICLE2
FORMATION OF SILICON VALLEY CLEAN ENERGY AUTHORITY
2.1 Effective Date and Term. This Agreement shall become effective and Silicon
Valley Clean Energy Authority shall exist as a separate public agency on March 31, 2016
provided that this Agreement is executed on or prior to such date by at least three Initial
Participants after the adoption of the ordinances required by Public Utilities Code Section
366.2( c )(12). The Authority shall provide notice to the Parties of the Effective Date. The
Authority shall continue to exist, and this Agreement shall be effective, until this Agreement is
terminated in accordance with Section 7.4, subject to the rights of the Parties to withdraw from
the Authority.
2.2 Initial Participants. Until March 31 , 2016, all other Initial Participants may
become a Party by executing this Agreement and delivering an executed copy of this Agreement
and a copy of the adopted ordinance required by Public Utilities Code Section 366.2( c )(12) to the
Authority. Additional conditions, described in Section 3.1, may apply (i) to either an
incorporated municipality or county desiring to become a Party that is not an Initial Participant
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and (ii) to Initial Participants that have not executed and delivered this Agreement within the
time period described above.
2.3 Formation. There is fonned as of the Effective Date a public agency named the
Silicon Valley Clean Energy Authority. Pursuant to Sections 6506 and 6507 of the Act, the
Authority is a public agency separate from the Parties. The debts, liabilities or obligations of the
Authority shall not be debts, liabilities or obligations of the individual Parties unless the
governing board of a Party agrees in writing to assume any of the debts, liabilities or obligations
of the Authority. A Party who has not agreed to assume an Authority debt, liability or obligation
shall not be responsible in any way for such debt, liability or obligation even if a majority of the
Parties agree to assume the debt, liability or obligation of the Authority. Notwithstanding
Section 8.4 of this Agreement, this Section 2.3 may not be amended unless such amendment is
approved by the governing boards of all Parties.
2.4 Purpose. The purpose of this Agreement is to establish an independent public
agency in order to exercise powers common to each Party and any other powers granted to the
Authority under state law to study, promote, develop, conduct, operate, and manage energy and
energy-related climate change 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 as a group in the CCA Program pursuant to Public Utilities Code
Section 366.2(c)(12). The Parties intend that subsequent agreements shall define the terms and
conditions associated with the actual implementation of the CCA Program.
2.5 Powers. The Authority shall have all powers common to the Parties and such
additional powers accorded to it by law. The Authority is authorized, in its own name, to
exercise all powers and do all acts necessary and proper to carry out the provisions of this
Agreement and fulfill its purposes, including, but not limited to, each of the following:
2.5.1 make and enter into contracts;
2.5.2 employ agents and employees, including but not limited to an Executive
Director;
2.5.3 acquire, contract, manage, maintain, and operate any buildings, works or
improvements;
2.5.4 acquire property by eminent domain, or otherwise, except as limited under
Section 6508 of the Act, and to hold or dispose of any property;
2.5.5 lease any property;
2.5.6 sue and be sued in its own name;
2.5. 7 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 Section 53850 et seq. and authority under the
Act;
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2.5.8 issue revenue bonds and other forms of indebtedness;
2.5.9 apply for, accept, and receive all licenses, permits, grants, loans or other
assistance from any federal, state or local public agency;
2.5.10 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;
2.5.11 adopt rules, regulations, policies, bylaws and procedures governing the
operation of the Authority ("Operating Rules and Regulations"); and
2.5.12 make and enter into service, energy and any other agreements necessary to
plan, implement, operate and administer the CCA Program and other
energy programs, including the acquisition of electric power supply and
the provision of retail and regulatory support services.
2.6 Limitation on Powers. As required by Government Code Section 6509, the
power of the Authority is subject to the restrictions upon the manner of exercising power
possessed by the City of Cupertino and any other restrictions on exercising the powers of the
Authority that may be adopted by the Board.
2.7 Compliance with Local Zoning and Building Laws. Notwithstanding any other
provisions of this Agreement or state law, any facilities, buildings or structures located,
constructed or caused to be constructed by the Authority within the territory of the Authority
shall comply with the General Plan, zoning and building laws of the local jurisdiction within
which the facilities, buildings or structures are constructed.
ARTICLE3
AUTHORITY PARTICIPATION
3.1 Addition of Parties. Subject to Section 2.2, relating to certain rights of Initial
Participants, other incorporated municipalities and counties may become Parties upon (a) the
adoption of a resolution by the governing body of such incorporated municipality or county
requesting that the incorporated municipality or county, as the case may be, become a member of
the Authority, (b) the adoption by a two-thirds affirmative vote of the entire Board satisfying the
requirements described in Section 4.9, of a resolution authorizing membership of the additional
incorporated municipality or county, specifying the membership payment, if any, to be made by
the additional incorporated municipality or county to reflect its pro rata share of organizational,
planning and other pre-existing expenditures, and describing additional conditions, if any,
associated with membership, (c) the adoption of an ordinance required by Public Utilities Code
Section 366.2(c)(12) and execution of this Agreement and other necessary program agreements
by the incorporated municipality or county, ( d) payment of the membership fee, if any, and ( e)
satisfaction of any conditions established by the Board.
3.2 Continuing Participation. The Parties acknowledge that membership in the
Authority may change by the addition and/or withdrawal or termination of Parties. The Parties
agree to participate with such other Parties as may later be added, as described in Section 3.1.
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The Parties also agree that the withdrawal or termination of a Party shall not affect this
Agreement or the remaining Parties' continuing obligations under this Agreement.
ARTICLE4
GOVERNANCE AND INTERNAL ORGANIZATION
4.1 Board of Directors. The governing body of the Authority shall be a Board of
Directors ("Board") consisting of one Director for each Party appointed in accordance with
Section 4.2.
4.2 Appointment and Removal of Directors. The Directors shall be appointed and
may be removed as follows:
4.2.1 The governing body of each Party shall appoint and designate in writing
one regular Director who shall be authorized to act for and on behalf of the
Party on matters within the powers of the Authority. The governing body
of each Party also shall appoint and designate in writing one alternate
Director who may vote on matters when the regular Director is absent
from a Board meeting. The person appointed and designated as the
Director shall be a member of the governing body of the Party. The
person appointed and designated as the alternate Director may be a
member of the governing body of the Party, a staff member of the Party,
or a member of the public.
4.2.2 The Operating Rules and Regulations, to be developed and approved by
the Board in accordance with Section 2.5.11, shall specify the reasons for
and process associated with the removal of an individual Director for
cause. Notwithstanding the foregoing, no Party shall be deprived of its
right to seat a Director on the Board and any such Party for which its
Director and/or alternate Director has been removed may appoint a
replacement.
4.3 Terms of Office. Each regular and alternate Director shall serve at the pleasure of
the governing body of the Party that the Director represents, and may be removed as Director by
such governing body 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 in accordance with the provisions
of Section 4.2 within 90 days of the date that such position becomes vacant.
4.4 Quorum. A majority of the Directors of the entire Board shall constitute a
quorum.
4.5 Powers and Function of the Board. The Board shall conduct or authorize to be
conducted all business and activities of the Authority, consistent with this Agreement, the
Authority Documents, the Operating Rules and Regulations, and applicable law.
4.6 Executive Committee. The Board may establish an executive committee
consisting of a smaller number of Directors. The Board may delegate to the executive committee
such authority as the Board might otherwise exercise, subject to limitations placed on the
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Board's authority to delegate certain essential functions, as described in the Operating Rules and
Regulations. The Board may not delegate to the Executive Committee or any other committee its
authority under Section 2.5.11 to adopt and amend the Operating Rules and Regulations.
4.7 Commissions, Boards and Committees. The Board may establish any advisory
commissions, boards and committees as the Board deems appropriate to assist the Board in
carrying out its functions and implementing the CCA Program, other energy programs and the
provisions of this Agreement.
4.8 Director Compensation. Compensation for work performed by Directors on
behalf of the Authority shall be borne by the Party that appointed the Director. The Board,
however, may adopt by resolution a policy relating to the reimbursement of expenses incurred by
Directors.
4.9 Board Voting.
4.9.1 Percentage Vote. Except when a supe1majority vote is expressly required
by this Agreement or the Operating Rules and Regulations, action of the
Board on all matters shall require an affirmative vote of a majority of all
Directors on the entire Board. A supermajority vote is required by this
Agreement for the matters addressed by Sections 3.1, 6.4, 7.1.1 , 7.1.2, 7.2,
and 8.4. When a supermajority vote is required by this Agreement or the
Operating Rules and Regulations, action of the Board shall require an
affomative vote of the specified supermajority of all Directors on the
entire Board. All votes taken pursuant to this Section 4.9.1 shall be
referred to as a percentage vote. No action can be taken by the Board
without an affirmative percentage vote.
4.9.2 Voting Shares Vote. In addition to and immediately after an affirmative
percentage vote, two or more Directors may request that a vote of the
voting shares shall be held. In such event, the corresponding voting shares
(as described in Section 4.9.2 and Exhibit D) of all Directors voting in the
affinnative shall exceed 50%, or such other higher voting shares
percentage expressly required by this Agreement or the Operating Rules
and Regulations, of all Directors on the entire Board. All votes taken
pursuant to this Section 4.9.2 shall be referred to as a voting shares vote.
In the event that any one Director has a voting share that equals or exceeds
that which is necessary to disapprove the matter being voted on by the
Board, at least one other Director shall be required to vote in the negative
in order to disapprove such matter. When a voting shares vote is held,
action by the Board requires both an affirmative percentage vote and an
affirmative voting shares vote.
4.9.3 Voting Shares Formula. When a voting shares vote is requested by two
or more Directors, voting shares of the Directors shall be determined by
the following formula:
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(Annual Energy Use/Total Annual Energy) multiplied by 100, where (a)
"Annual Energy Use" means (i) with respect to the first two years
following the Effective Date, the annual electricity usage, expressed in
kilowatt hours ("kWh"), within the Party's respective jurisdiction and (ii)
with respect to the period after the second anniversary of the Effective
Date, the annual electricity usage, expressed in kWh, of accounts within a
Party's respective jurisdiction that are served by the Authority and (b)
"Total Annual Energy" means the sum of all Parties' Annual Energy Use.
The initial values for Annual Energy use are designated in Exhibit C and
the initial voting shares are designated in Exhibit D. Both Exhibits C and
D shall be adjusted annually as soon as reasonably practicable after
January 1, but no later than March 1 of each year subject to the approval
of the Board.
4.10 Meetings and Special Meetings of the Board. The Board shall hold at least four
regular meetings per year, but the Board may provide for the holding ofregular meetings at more
frequent intervals. The date, hour and place of each regular meeting shall be fixed by resolution
or ordinance of the Board. Regular meetings may be adjourned to another meeting time. Special
meetings of the Board may be called in accordance with the provisions of California Government
Code Section 54956. Directors may participate in meetings telephonically, with full voting
rights, only to the extent permitted by law. All meetings of the Board shall be conducted in
accordance with the provisions of the Ralph M. Brown Act (California Government Code
Section 54950 et seq.).
4.11 Selection of Board Officers.
4.11.1 Chair and Vice Chair. The Directors shall select, from among
themselves, a Chair, who shall be the presiding officer of all Board
meetings, and a Vice Chair, who shall serve in the absence of the Chair.
The term of office of the Chair and Vice Chair shall continue for one year,
but there shall be no limit on the number of terms held by either the Chair
or Vice Chair. The office of either the Chair or Vice Chair shall be
declared vacant and a new selection shall be made if: (a) the person
serving dies, resigns, or the Party that the person represents removes the
person as its representative on the Board or (b) the Party that he or she
represents withdraws from the Authority pursuant to the provisions of this
Agreement.
4.11.2 Secretary. The Board shall appoint a Secretary, who need not be a
member of the Board, who shall be responsible for keeping the minutes of
all meetings of the Board and all other official records of the Authority.
4.11.3 Treasurer and Auditor. The Board shall appoint a qualified person to act
as the Treasurer and a qualified person to act as the Auditor, neither of
whom needs to be a member of the Board. If the Board so designates, and
in accordance with the provisions of applicable law, a qualified person
may hold both the office of Treasurer and the office of Auditor of the
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Authority. Unless otherwise exempted from such requirement, the
Authority shall cause an independent audit to be made by a certified public
accountant, or public accountant, in compliance with Section 6505 of the
Act. The Treasurer shall act as the depositary of the Authority and have
custody of all the money of the Authority, from whatever source, and as
such, shall have all of the duties and responsibilities specified in Section
6505.5 of the Act. The Board may require the Treasurer and/or Auditor to
file with the Authority an official bond in an amount to be fixed by the
Board, and if so requested, the Authority shall pay the cost of premiums
associated with the bond. The Treasurer shall report directly to the Board
and shall comply with the requirements of treasurers of incorporated
municipalities. The Board may transfer the responsibilities of Treasurer to
any person or entity as the law may provide at the time. The duties and
obligations of the Treasurer are further specified in Article 6.
ARTICLE 5
IMPLEMENTATION ACTION AND AUTHORITY DOCUMENTS
5.1 Preliminary Implementation of the CCA Program.
5.1.1 Enabling Ordinance. Prior to the execution of this Agreement, each Party
shall adopt an ordinance in accordance with Public Utilities Code Section
366.2( c )(12) for the purpose of specifying that the Party intends to
implement a CCA Program by and through its participation in the
Authority.
5.1.2 Implementation Plan. The Authority shall cause to be prepared an
Implementation Plan meeting the requirements of Public Utilities Code
Section 366.2 and any applicable Public Utilities Commission regulations
as soon after the Effective Date as reasonably practicable. The
Implementation Plan shall not be filed with the Public Utilities
Commission until it is approved by the Board in the manner provided by . \ Sect10n 4.9.
5.1.3 Termination of CCA Program. Nothing contained in this Article or this
Agreement shall be construed to limit the discretion of the Authority to
terminate the implementation or operation of the CCA Program at any
time in accordance with any applicable requirements of state law.
5.2 Authority Documents. The Patties acknowledge and agree that the affairs of the
Authority will be implemented through various documents duly adopted by the Board through
Board resolution or minute action, including but not necessarily limited to the Operating Rules
and Regulations, the annual budget, and specified plans and policies defined as the Authority
Documents by this Agreement. The Parties agree to abide by and comply with the terms and
conditions of all such Authority Documents that may be adopted by the Board, subject to the
Parties' right to withdraw from the Authority as described in Article 7.
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ARTICLE6
FINANCIAL PROVISIONS
6.1 Fiscal Year. The Authority's fiscal year shall be 12 months commencing July 1
and ending June 30. The fiscal year may be changed by Board resolution.
6.2 Depository.
6.3
6.2.1 All funds of the Authority shall be held in separate accounts in the name
of the Authority and not commingled with funds of any Party or any other
person or entity.
6.2.2 All funds of the Authority shall be strictly and separately accounted for,
and regular reports shall be rendered of all receipts and disbursements, at
least quarterly during the fiscal year. The books and records of the
Authority shall be open to inspection by the Parties at all reasonable times.
The Board shall contract with a certified public accountant or public
accountant to make an annual audit of the accounts and records of the
Authority, which shall be conducted in accordance with the requirements
of Section 6505 of the Act.
6.2.3 All expenditures shall be made in accordance with the approved budget
and upon the approval of any officer so authorized by the Board in
accordance with its Operating Rules and Regulations. The Treasurer shall
draw checks or warrants or make payments by other means for claims or
disbursements not within an applicable budget only upon the prior
approval of the Board.
Budget and Recovery Costs.
6.3.1 Budget. The initial budget shall be approved by the Board. The Board
may revise the budget from time to time through an Authority Document
as may be reasonably necessary to address contingencies and unexpected
expenses. All subsequent budgets of the Authority shall be prepared and
approved by the Board in accordance with the Operating Rules and
Regulations.
6.3.2 Funding of Initial Costs. The Initial Participants shall fund the Initial
Costs of the Authority in establishing the Authority and implementing the
CCA Program as described in Exhibit E to this Agreement. The Initial
Participants shall remit to the Authority their respective shares of Phase 2
and 3 Initial Costs as described in Exhibit E within 30 days after the
Effective Date. In the event that the CCA Program becomes operational,
these Initial Costs paid by the Initial Participants shall be included in the
customer charges for electric services as provided by Section 6.3 .3 to the
extent permitted by law, and the Initial Participants shall be reimbursed by
the Authority within four years of the Effective Date. The Authority may
establish a reasonable time period over which such costs are recovered. In
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the event that the CCA Program does not become operational, the Initial
Participants shall not be entitled to any reimbursement of the Initial Costs
they have paid from the Authority or any Party.
6.3.3 CCA Program Costs. The Parties desire that, to the extent reasonably
practicable, all costs incurred by the Authority that are directly or
indirectly attributable to the provision of electric, conservation and energy
efficiency services under the CCA Program shall be recovered through
charges to CCA customers receiving such electric services or from
revenues received from grants or other third-party sources.
6.3.4 Additional Contributions and Advances. Pursuant to Government Code
Section 6504, the Parties may in their discretion make financial
contributions, loans or advances to the Authority for the purposes of the
Authority set forth in this Agreement. The repayment of such
contributions, loans or advances will be on the written terms agreed to by
the Party making the contribution, loan or advance and the Authority.
6.4 Debt. The Authority shall not incur any debts, including but not limited to loans
and the issuance of bonds, unless approved by a two-thirds affirmative vote of the entire Board
satisfying the requirements described in Section 4.9.
ARTICLE 7
WITHDRAWAL AND TERMINATION
7.1 Withdrawal.
7.1.1 General Right to Withdraw. A Party may withdraw its membership in
the Authority, effective as of the beginning of the Authority's fiscal year,
by giving no less than 180 days advance written notice of its election to do
so, which notice shall be given to the Authority and each Party. By a two-
thirds affirmative vote of the entire Board satisfying the requirements
described in Section 4.9, the Board may shorten the 180 day period for a
withdrawal under this Section 7 .1 .1 to become effective.
7.1.2 Amendment. Notwithstanding Section 7.1.1 , a Party may withdraw its
membership in the Authority following an amendment to this Agreement
provided that the requirements of this Section 7 .1.2 are strictly followed.
A Party shall be deemed to have withdrawn its membership in the
Authority effective 180 days after the Board approves an amendment to
this Agreement if the Director representing such Party has provided notice
to the other Directors immediately preceding the Board's vote of the
Party's intention to withdraw its membership in the Authority should the
amendment be approved by the Board. By a two-thirds affirmative vote
of the entire Board satisfying the requirements described in Section 4.9,
the Board may shorten the 180 day period for a withdrawal under this
Section 7 .1.2 to become effective.
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7.1.3 Liabilities; Further Assurances. A Party that withdraws its membership
in the Authority under either Section 7 .1.1 or 7 .1.2 may be subject to
certain liabilities, as described in Section 7 .3. The withdrawing Party and
the Authority shall execute and deliver all further instruments and
documents, and take any further action that may be reasonably necessary,
as determined by the Board, to effectuate the orderly withdrawal of such
Party from membership in the Authority. The Operating Rules and
Regulations shall prescribe the rights, if any, of a withdrawn Party to
continue to participate in those Board discussions and decisions affecting
customers of the CCA Program that reside or do business within the
jurisdiction of the Party.
7.2 Involuntary Termination of a Party. This Agreement may be terminated with
respect to a Party for material non-compliance with provisions of this Agreement or the
Authority Documents upon a two-thirds affirmative vote of the entire Board satisfying the
requirements described in Section 4.9, including the vote and voting shares of the Party subject
to possible termination. Prior to any vote to terminate this Agreement with respect to a Party,
written notice of the proposed termination and the reason(s) for such termination shall be
delivered to the Party whose termination is proposed at least 30 days prior to the regular Board
meeting at which such matter shall first be discussed as an agenda item. The written notice of
proposed termination shall specify the particular provisions of this Agreement or the Authority
Documents that the Party has allegedly violated. The Party subject to possible termination shall
have the opportunity at the next regular Board meeting to respond to any reasons and allegations
that may be cited as a basis for termination prior to a vote regarding termination. A Party that has
had its membership in the Authority terminated may be subject to certain liabilities, as described
in Section 7.3 .
7.3 Continuing Liability; Refund. Subject to the provisions of Section 2.3, upon a
withdrawal or involuntary termination of a Party pursuant to Sections 7 .1 or 7 .2, the Party shall
remain responsible for any claims, demands, damages, or liabilities arising from the Party's
membership in the Authority through the date of its withdrawal or involuntary tem1ination.
Notwithstanding Section 2.3, thereafter, the withdrawing or terminated Party shall be responsible
for any damages, losses or costs incurred by the Authority resulting from the Party's withdrawal,
including but not limited to losses from the resale of power contracted for by the Authority to
serve the Party's load. In addition, such Party also shall 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 obligations were
incurred prior to the withdrawal of the Party. The Authority may withhold funds otherwise
owing to the Party or may require the Party to deposit sufficient funds with the Authority, as
reasonably detennined by the Authority, to cover the Party's liability for the costs described
above. Any amount of the Party's funds held on deposit with the Authority above that which is
required to pay any liabilities or obligations shall be returned to the Party.
7.4 The Right to Withdraw Prior to Program Launch. After receiving bids from
power suppliers for the CCA Program, the Authority must provide to the Parties a report from
the electrical utility consultant retained by the Authority comparing the Authority's total
estimated electrical rates, the estimated greenhouse gas emissions rate and the amount of
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estimated renewable energy to be used with that of the incumbent utility. Within 15 days after
receiving this repori, any Party may immediately withdraw its membership in the Authority by
providing written notice of withdrawal to the Authority if the report determines that any one of
the following conditions exists: (1) the Authority 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, (2)
the Authority is unable to provide electricity in a manner that has a lower greenhouse gas
emissions rate than the incumbent utility, or (3) the Authority will use less renewable energy
than the incumbent utility. Any Party who withdraws from the Authority pursuant to this Section
7.4 shall not be entitled to any refund of the Initial Costs it has paid to the Authority prior to the
date of withdrawal unless the Authority is later terminated pursuant to Section 7.5. In such
event, any Initial Costs not expended by the Authority shall be returned to all Parties, including
any Party that has withdrawn pursuant to this section, in proportion to the contribution that each
made. Notwithstanding anything to the contrary in this Agreement, any Party who withdraws
pursuant to this section shall not be responsible for any liabilities or obligations of the Authority
after the date of withdrawal, including without limitation any liability arising from power
purchase agreements entered into by the Authority.
7.5 Mutual Termination. This Agreement may be terminated by mutual agreement
of all the Parties; provided, however, the foregoing shall not be construed as limiting the rights of
a Party to withdraw its membership in the Authority, and thus terminate this Agreement with
respect to such withdrawing Party, as described in Section 7 .1 .
7.6 Disposition of Property upon Termination of Authority. Upon termination of
this Agreement as to all Parties, any surplus money or assets in possession of the Authority for
use under this Agreement, after payment of all liabilities, costs, expenses, and charges incurred
under this Agreement and under any Authority Documents, shall be returned to the then-existing
Parties in proportion to the contributions made by each.
ARTICLE 8
MISCELLANEOUS PROVISIONS
8.1 Dispute Resolution. The Parties and the Authority shall make reasonable efforts
to settle all disputes arising out of or in connection with this Agreement. Before exercising any
remedy provided by law, a Party or the Parties and the Authority shall engage in nonbinding
mediation or arbitration in the manner agreed upon by the Party or Parties and the Authority. In
the event that nonbinding mediation or arbitration is not initiated or does not result in the
settlement of a dispute within 120 days after the demand for mediation or arbitration is made,
any Party and the Authority may pursue any remedies provided by law.
8.2 Liability of Directors, Officers, and Employees. The Directors, officers, and
employees of the Authority shall use ordinary care and reasonable diligence in the exercise of
their powers and in the performance of their duties pursuant to this Agreement. No current or
former Director, officer, or employee will be responsible for any act or omission by another
Director, officer, or employee. The Authority shall defend, indemnify and hold harmless the
individual current and former Directors, officers, and employees for any acts or omissions in the
scope of their employment or duties in the manner provided by Government Code Section 995 et
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seq. Nothing in this section shall be construed to limit the defenses available under the law, to
the Parties, the Authority, or its Directors, officers, or employees.
8.3 Indemnification of Parties. The Authority shall acquire such insurance coverage
as the Board deems necessary to protect the interests of the Authority, the Parties and the public
but shall obtain no less than $2 million dollars in coverage. Such insurance coverage shall name
the Parties and their respective Board or Council members, officers, agents and employees as
additional insureds. The Authority shall defend, indemnify and hold harmless the Parties and
each of their respective Board or Council members, officers, agents and employees, from any
and all claims, losses, damages, costs, injuries and liabilities of every kind arising directly or
indirectly from the conduct, activities, operations, acts, and omissions of the Authority under this
Agreement.
8.4 Amendment of this Agreement. This Agreement may be amended in writing by
a two-thirds affirmative vote of the entire Board satisfying the requirements described in Section
4.9. The Authority shall provide written notice to the Parties at least 30 days in advance of any
proposed amendment being considered by the Board. If the proposed amendment is adopted by
the Board, the Authority shall provide prompt written notice to all Parties of the effective date of
such amendment along with a copy of the amendment.
8.5 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 8.5 shall be null and void. This Agreement shall inure to the benefit
of, and be binding upon, the successors and assigns of the Parties. This Section 8.5 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 the Authority, 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 the Authority or the Parties under this
Agreement.
8.6 Severability. If one or more clauses, sentences, paragraphs or provisions of this
Agreement shall be held to be unlawful, invalid or unenforceable, it is hereby agreed by the
Parties, that the remainder of the Agreement shall not be affected thereby. Such clauses,
sentences, paragraphs or provision shall be deemed reformed so as to be lawful, valid and
enforced to the maximum extent possible.
8.7 Further Assurances. Each Party agrees to execute and deliver all further
instruments and documents, and take any further action that may be reasonably necessary, to
effectuate the purposes and intent of this Agreement.
8.8 Execution by Counterparts. This Agreement may be executed in any number of
counterparts, and upon execution by all Parties, each executed counterpart shall have the same
force and effect as an original instrument and as if all Parties had signed the same instrument.
Any signature page of this Agreement may be detached from any counterpart of this Agreement
without impairing the legal effect of any signatures thereon, and may be attached to another
-13-
counterpart of this Agreement identical in form hereto but having attached to it one or more
signature pages.
8.9 Parties to be Served Notice. Any notice authorized or required to be given
pursuant to this Agreement shall be validly given if served in writing either personally, by
deposit in the United States mail, first class postage prepaid with return receipt requested, or by a
recogruzed 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 72 hours after the deposit thereof ( excluding Saturdays, Sundays and
holidays) if the sender receives the return receipt. All notices shall be addressed to the office of
the clerk or secretary of the Authority or Party, as the case may be, or such other person
designated in writing by the Authority or Party. In addition, a duplicate copy of all notices
provided pursuant to this section shall be provided to the Director and Alternate Director for
each Party. Notices given to one Party shall be copied to all other Parties. Notices given to the
Authority shall be copied to all Parties.
ARTICLE 9
SIGNATURE
IN WITNESS WHEREOF, the Parties hereto have executed this Joint Powers Agreement
establisrF~:licon Valley Clean Energy Authority.
By 't!::::: ~ \':,f\i~
Name: Jason T. Baker
Title: _M_a_y_o_r _________ _
Date: _M_a_rc_h_3_0_,_2_0_1_6 _____ _
Party: _C_it_y_o_f_C_a_m_p_b_e_ll _____ _
;:T~ J.LJ
NameW~
Title: City Clerk, City of Campbell
-------------~
;;p~
Nan1e~ ~an~
Title: City Attorney
--------------
-14-
counterpart of this Agreement identical in form hereto but having attached to it one or more
signature pages.
8.9 Parties to be Served Notice. Any notice authorized or required to be given
pursuant to this Agreement shall be validly given if served in writing either personally, by
deposit in the United States mail, first class postage prepaid with return receipt requested, or by a
recognized courier service. Notices given (a) personally or by courier service shall be
conclusively deemed received at the time of delivery and receipt and (b) by mail shall be
conclusively deemed given 72 hours after the deposit thereof ( excluding Saturdays, Sundays and
holidays) if the sender receives the return receipt. All notices shall be addressed to the office of
the clerk or secretary of the Authority or Party, as the case may be, or such other person
designated in writing by the Authority or Party. In addition, a duplicate copy of all notices
provided pursuant to this section shall be provided to the Director and Alternate Director for
each Party. Notices given to one Party shall be copied to all other Parties. Notices given to the
Authority shall be copied to all Parties.
ARTICLE 9
SIGNATURE
~~ESS WHEREOF, the Parties hereto have executed this Joint Powers Agreement
establish(i, Silico~ Clean Energy Authority.
By: l ,. C--./ I
Name: vDqJrJ 6r1rJ+ :::: ~rz~~~;,,
,,
Party: _C_'_J-f.__'f'_f'_)_,_rn_~:....._ __ _
ATTEST:
7
~ :~~
Title: C.. '½_ [Q.JU1C
-14-
counterpart of this Agreement identical in form hereto but having attached to it one or more
signature pages.
8.9 Parties to be Served Notice. Any notice authorized or required to be given
pursuant to this Agreement shall be validly given if served in writing either personally, by
deposit in the United States mail, fir~t 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 72 hours after the deposit thereof (excluding Saturdays, Sundays and
holidays) if the sender receives the return receipt. All notices shall be addressed to the office of
the clerk or secretary of the Authority or Party, as the case may be, or such other person
designated in writing by the Authority or Patty. In addition, a duplicate copy of all notices
provided pursuant to this section shall be provided to the Director and Alternate Director for
each Patty. Notices given to one Patty shall be copied to all other Parties. Notices given to the
Authority shall be copied to all Parties.
ARTICLE9
SIGNATURE
IN WITNESS WHEREOF, the Parties hereto have executed this Joint Powers Agreement
establishing the Silicon Valley Clean Energy Authority.
Party: City of Gilroy
APPROVED AS TO FORM:
By: ~~]YJ
Name: ffi>(~±h?J~iM
Title: !'\;;s(.,-1zHlf-~ ~
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counterpart of this Agreement identical in form hereto but having attached to it one or more
signature pages.
8.9 Parties to be Served Notice. Any notice authorized or required to be given
pursuant to this Agreement shall be validly given if served in writing either personall y, 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 72 hours after the deposit thereof ( excluding Saturdays, Sundays and
holidays) if the sender recei ves the return receipt. All notices shall be addressed to the office of
the clerk or secretary of the Authority or Party, as the case may be, or such other person
designated in writing by the Authority or Party. In addition, a duplicate copy of all notices
provided pursuant to this section shall be provided to the Director and Alternate Director for
each Party. Notices given to one Party shall be copied to all other Parties. Notices given to the
Authority shall be copied to all Pa1ties.
ARTICLE9
SIGNATURE
IN WITNESS WHEREOF, the Parties hereto have executed this Joint Powers Agreement
establishing the Silicon Valley Clean Energy Authority.
By '¥,ta u .<.e., /na , ,w) . I . Name;=:annie Bruins
Title: Mayor
Date : March 22, 2016
Party: City of Los Altos
APPROVED AS TO FORM:
By: /Yb¼.~
Name:
0
ZJ 0 l I ·e-t17)...A 'iiiW'\
Title lL!J6~
Title: __ C_J_\_"_L_l-_f.f-~~---
-14-
counterpart of this Agreement identical in form hereto but having attached to it one or more
signature pages.
8.9 Parties to be Served Notice. Any notice authorized or required to be given
pursuant to this Agreement shall be validly given if served in writing either personally, by
deposit in the United States mail, first class postage prepaid with return receipt requested, or by a
recognized courier service. Notices given (a) personally or by courier service shall be
conclusively deemed received at the time of delivery and receipt and (b) by mail shall be
conclusively deemed given 72 hours after the deposit thereof ( excluding Saturdays, Sundays and
holidays) if the sender receives the return receipt. All notices shall be addressed to the office of
the clerk or secretary of the Authority or Party, as the case may be, or such other person
designated in writing by the Authority or Party. In addition, a duplicate copy of all notices
provided pursuant to this section shall be provided to the Director and Alternate Director for
each Party. Notices given to one Party shall be copied to all other Parties. Notices given to the
Authority shall be copied to all Parties.
ARTICLE 9
SIGNATURE
establi ·ng th '-ilicon V INW~S REOF, the Parties hereto have executed this Joint Powers Agreement
ley Clean Energy Authority.
-L-i-----
By: __,,,:.=--i-------1.----\------
Harpootlian Name:._,_ ____________ _
Title: __ :t-_1a_y_o_r __________ _
Date: __ M_a_r_c_h __ 3_1_,_2_0_1_6 _____ _
Party: __ T_o_w_n_o_f_L_o_s_A_l_t_o_s_H_i_l_l_s
;;PR~~~---
Name: S,1t .. ,(J,u-.J N11: 7711'5
Title: (1 7'--I lt?7t~~Y
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ATT~
By:~
Name: Deborah Padavan . .1. · ·
Title: City CJ:erk
counterpart of this Agreement identical in form hereto but having attached to it one or more
signature pages.
8.9 Parties to be Served Notice. Any notice authorized or required to be given
pursuant to this Agreement shall be validly given if served in writing either personally, by
deposit in the United States mail, first class postage prepaid with return receipt requested, or by a
recognized courier service. Notices given (a) personally or by courier service shall be
conclusively deemed received at the time of delivery and receipt and (b) by mail shall be
conclusively deemed given 72 hours after the deposit thereof ( excluding Saturdays, Sundays and
hol idays) if the sender receives the return receipt. All notices shall be addressed to the office of
the clerk or secretary of the Authority or Party, as the case may be, or such other person
designated in writing by the Authority or Party. In addition, a duplicate copy of all notices
provided pursuant to this section shall be provided to the Director and Alternate Director for
each Party. Notices given to one Party shall be copied to all other Parties. Notices given to the
Authority shall be copied to all Parties.
ARTICLE 9
SIGNATURE
IN WITNESS WHEREOF, the Parties hereto have executed this Joint Powers Agreement
establish~ Silic~lean Energy Authority.
By: (~ · • vC
Name, Msrico ;:C
Title: Vice Mayor
Date: Z,--24-; le, --------------
Party: __.:,T=ow.:..:..n~of:....:L=o=s--"G=a=to=s ______ _
ATTEST:
By: ".;)\&V?-:7' i;\_s;µ_,\
Name: _ShellEY Nei_s ________ _
Title: C!erk Administrator ---------~
APPROVED AS TO FORM:
By w ~
Name:
1
Robert schuhz
Title: __ T_o_w_n_A_t_to_rn_e....<.y _______ _
-14-
counterpart of this Agreement identical in form hereto but having attached to it one or more
signature pages.
8.9 Parties to be Served Notice. Any notice authorized or required to be given
pursuant to this Agreement shall be validly given if served in writing either personally, by
deposit in the United States mail, fust 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 72 hours after the deposit thereof ( excluding Saturdays, Sundays and
holidays) if the sender receives the return receipt. All notices shall be addressed to the office of
the clerk or secretary of the Authority or Party, as the case may be, or such other person
designated in writing by the Authority or Party. In addition, a duplicate copy of all notices
provided pursuant to this section shall be provided to the Director and Alternate Director for
each Party. Notices given to one Party shall be copied to all other Parties. Notices given to the
Authority shall be copied to all Parties.
ARTICLE9
SIGNATURE
IN WITNESS WHEREOF, the Parties hereto have executed this Joint Powers Agreement
establishing the Silicon Valley Clean Energy Authority.
t?AA--A ~u Uv--By: ___________ _
Name: T,j ooeJ w Allan
Title: -----,1,M,q,e1.-y .... o>-1ar~---------
Date: ~3....,/'-'3.._1,._,_/ 2.......,0_._1..,.6 ______ _
APPROVED AS TO FORM:
B/~ lh . 8 -n)l.J}
Name: Kirsten Powe) J
Ti tie: __,c......._; .... t-¥Y--"A~t'-t._a ......... c..uou:e,-:iy,___ ____ _
-14-
Name: Andrea M. Chelemengos
Title: City CJ erk
counterpart of this Agreement identical in form hereto but having attached to it one or more
signature pages.
8.9 Parties to be Served Notice. Any notice authorized or required to be given
pursuant to this Agreement shall be validly given if served in writing either personally, by
deposit in the United States mail, first class postage prepaid with return receipt requested, or by a
recognized courier service. Notices given (a) personally or by courier service shall be
conclusively deemed received at the time of delivery and receipt and (b) by mail shall be
conclusively deemed given 72 hours after the deposit thereof ( excluding Saturdays, Sundays and
holidays) if the sender receives the return receipt. All notices shall be addressed to the office of
the clerk or secretary of the Authority or Party, as the case may be, or such other person
designated in writing by the Authority or Party. In addition, a duplicate copy of all notices
provided pursuant to this section shall be provided to the Director and Alternate Director for
each Party. Notices given to one Party shall be copied to all other Parties. Notices given to the
Authority shall be copied to all Parties.
ARTICLE9
SIGNATURE
IN WITNESS WHEREOF, the Parties hereto have executed this Joint Powers Agreement
establishing the Silicon~ ley Clean Energy Authority.
Title: ______ ci~~s;e-==---+--•"f /b-
Date: __ C)"""'/'-+----~/-+l,-+-'~---
Party: _C=1=· t=--y~o=f'---"-'M=o=r_..g=a=n---=H=il=l=------
Torrez
Title: City Cler k -----"'---------------
APPROVED AS TO FORM: Byffi-_/-t.,~
Nam~ G , "J 1>1,1! • ,.,
Title: !A!,,,·!'h e,·;1 4ffo111j
-14-
counterpart of this Agreement identical in fonn hereto but having attached to it one or more
signature pages.
8.9 Parties to be Served Notice. Any notice authorized or required to be given
pursuant to this Agreement shall be validly given if served in writing either personally, by
deposit in the United States mail, first class postage prepaid with return receipt requested, or by a
recognized courier service. Notices given (a) personally or by courier service shall be
conclusively deemed received at the time of delivery and receipt and (b) by mail shall be
conclusively deemed given 72 hours after the deposit thereof ( excluding Saturdays, Sundays and
holidays) if the sender receives the return receipt. All notices shall be addressed to the office of
the clerk or secretary of the Authority or Party, as the case may be, or such other person
designated in writing by the Authority or Party. In addition, a duplicate copy of all notices
provided pursuant to this section shall be provided to the Director and Alternate Director for
each Party. Notices given to one Party shall be copied to all other Parties. Notices given to the
Authority shall be copied to all Parties.
ARTICLE9
SIGNATURE
IN WITNESS WHEREO , the Parties hereto have executed this Joint Powers Agreement
n Y lie Clean Energy Authority.
Title: Vi L (. (V\ Cc.,½) D f
Date: m tt,v-c..-h -~o I ::).-0 I (p
Party: ~~ o* rf\c,un-t-~,V\
Title: ~LA--4-~_t2_1/rYu1R____,_1
-14-
Title: _....,.,0"'---'-----; 12J-'----+--=C;._:_\ _e.,_v-_'c... ___ _
FINANCIAL APPROV.~L:
FlNAf1JCE .. I
SERVICES
counterpart of this Agreement identical in form hereto but having attached to it one or more
signature pages.
8.9 Parties to be Served Notice. Any notice authorized or required to be given ·
pursuant to this Agreement shall be validly given if served in writing either personally, by
deposit in the United States mail, first class postage prepaid with return receipt requested, or by a
recognized courier service. Notices given (a) personally or by courier service shall be
conclusively deemed received at the time of delivery and receipt and (b) by mail shall be
conclusively deemed given 72 hours after the deposit thereof ( excluding Saturdays, Sundays and
holidays) if the sender receives the return receipt. All notices shall be addressed to the office of
the clerk or secretary of the Authority or Party, as the case may be, or such other person
designated in writing by the Authority or Party. In addition, a duplicate copy of all notices
provided pursuant to this section shall be provided to the Director and Alternate Director for
each Party. Notices given to one Party shall be copied to all other Parties. Notices given to the
Authority shall be copied to all Parties.
ARTICLE9
SIGNATURE
Name: _.D ..... ft:. ..... :vE-=-c:Ca....=0:._;_R.:._T_ES_E ___ _
Title: _PR_E_S_io_-E_N_r+-"-· BO_-.A_· Fl_D_O_F_S_U_PE_R_VISORS
Date:_ MAR 2 9 2016
Party: County of Santa Clara
APPROVE~: FORM:
By: j~ ,.,/'
Name7 Q·rt;; { t1 I 1J;-f1
Title:
-14-
ATTEST:
By:~~~~
i MEG/4fD~ Name: :..... -------------
counterpart of this Agreement identical in form hereto but having attached to it one or more
signature pages.
8.9 Parties to be Served Notice. Any notice authorized or required to be given
pursuant to this Agreement shall be validly given if served in writing either personally, by
deposit in the United States mail, first class postage prepaid with return receipt requested, or by a
recognized courier service. Notices given (a) personally or by courier service shall be
conclusively deemed received at the time of delivery and receipt and (b) by mail shall be
conclusively deemed given 72 hours after the deposit thereof ( excluding Saturdays, Sundays and
holidays) if the sender receives the return receipt. All notices shall be addressed to the office of
the clerk or secretary of the Authority or Party, as the case may be, or such other person
designated in writing by the Authority or Party. In addition, a duplicate copy of all notices
provided pursuant to this section shall be provided to the Director and Alternate Director for
each Party. Notices given to one Party shall be copied to all other Parties. Notices given to the
Authority shall be copied to all Parties.
ARTICLE9
SIGNATURE
IN WITNESS WHEREOF, the Parties hereto have executed this Joint Powers Agreement
establishi gt · i on alley Clean Energy Authority.
APPROVED AS TO FORM:
By:_-_-<:...:.:.::. ____ ·~------
Name: _~_t _~, =-~-'-.(--=Le....____--'-\ -'-1_\_c,1_
Title:-~(~--· \-_7 __ ~_~_\ _0-~_"-_~_f _
-14-
ATTEST:
By~~
Name:/~D
Title: C ttj Clef¥
counterpart ofthis Agreement identical in form hereto but having attached to it one or more
signature pages.
8.9 Parties to be Served Notice. Any notice authorized or required to be given
pursuant to this Agreement shall be validly given if served in writing either personally, by
deposit in the United States mail, first class postage prepaid with return receipt requested, or by a
recognized courier service. Notices given (a) personally or by courier service shall be
conclusively deemed received at the time of delivery and receipt and (b) by mail shall be
conclusively deemed given 72 hours after the deposit thereof ( excluding Saturdays, Sundays and
holidays) if the sender receives the return receipt. All notices shall be addressed to the office of
the clerk or secretary of the Authority or Party, as the case may be, or such other person
designated in writing by the Authority or Party. In addition, a duplicate copy of all notices
provided pursuant to this section shall be provided to the Director and Alternate Director for
each Party. Notices given to one Party shall be copied to all other Parties. Notices given to the
Authority shall be copied to all Parties.
ARTICLE9
SIGNATURE
IN WITNESS WHEREOF, the Parties hereto have executed this Joint Powers Agreement
establishing the Silicon V~~ Cle"", Ener;y Authority. By:~,~
.,<,
Name: Glenn Hendricks
Title: Mayor -------------
Date: __ MA_R_2_9_20_15 ___ _
Party: _C_ity_o_f _S_u_nn_y_v_a_le ____ _
Title: City Clerk
-----
Title: City Attorney
-14-
EXHIBIT A
DEFINITIONS
"AB 117" means Assembly Bill 117 (Stat. 2002, ch. 838, codified at Public Utilities Code
Section 366.2), which created CCA.
"Act" means the Joint Exercise of Powers Act of the State of California (Government Code
Section 6500 et seq.)
"Agreement" means this Joint Powers Agreement.
"Annual Energy Use" has the meaning given in Section 4.9.2.
"Authority" means the Silicon Valley Clean Energy Authority.
"Authority Document(s)" means document(s) duly adopted by the Board by resolution or motion
implementing the powers, functions and activities of the Authority, including but not limited to
the Operating Rules and Regulations, the annual budget, and plans and policies.
"Board" means the Board of Directors of the Authority.
"CCA" ,or "Community Choice Aggregation" means an electric service option available to cities
and counties pursuant to Public Utilities Code Section 366.2.
"CCA Program" means the Authority's program relating to CCA that is principally described in
Sections 2.4 and 5 .1.
"Days" shall mean calendar days unless otherwise specified by this Agreement.
"Director" means a member of the Board of Directors representing a Party.
"Effective Date" means the date on which this Agreement shall become effective and the Silicon
Valley Clean Energy Authority shall exist as a separate public agency, as further described in
Section 2.1.
"Implementation Plan" means the plan generally described in Section 5.1.2 of this Agreement
that is required under Public Utilities Code Section 366.2 to be filed with the California Public
Utilities Commission for the purpose of describing a proposed CCA Program.
"Initial Costs" means all costs incurred by the Authority relating to the establishment and initial
operation of the Authority, such as the hiring of an Executive Director and any administrative
staff, any required accounting, administrative, technical and legal services in support of the
Authority's initial activities or in support of the negotiation, preparation and approval of power
purchase agreements. The Board shall determine the termination date for Initial Costs.
"Initial Participants" means, for the purpose of this Agreement the County of Santa Clara, the
Cities of Campbell, Cupertino, Gilroy, Los Altos, Monte Sereno, Morgan Hill, Mountain View,
Saratoga, and Sunnyvale, and the Towns of Los Altos Hills and Los Gatos.
Exhibit A
Page 1
"Operating Rules and Regulations" means the rules, regulations, policies, bylaws and procedures
governing the operation of the Authority.
"Parties" means, collectively, the signatories to this Agreement that have satisfied the conditions
in Sections 2.2 or 3 .1 such that it is considered a member of the Authority.
"Party" means, singularly, a signatory to this Agreement that has satisfied the conditions in
Sections 2.2 or 3 .1 such that it is considered a member of the Authority.
"Percentage vote" means a vote taken by the Board pursuant to Section 4.9.1 that is based on
each Party having one equal vote.
"Total Annual Energy" has the meaning given in Section 4.9.2.
"Voting shares vote" means a vote taken by the Board pursuant to Section 4.9.2 that is based on
the voting shares of each Party described in Section 4.9.3 and set forth in Exhibit D to this
Agreement. A voting shares vote cannot take place on a matter unless the matter first receives an
affirmative percentage vote in the manner required by Section 4.9 .1 and two or more Directors
immediately thereafter request such vote.
Exhibit A
Page 2
EXHIBIT B
LIST OF THE PARTIES
City of Campbell
City of Cupertino
City of Gilroy
City of Los Altos
Town of Los Altos Hills
Town of Los Gatos
City of Monte Sereno
City of Morgan Hill
City of Mountain View
County of Santa Clara (Unincorporated Area)
City of Saratoga
City of Sunnyvale
EXHIBITC
ANNUAL ENERGY USE
This Exhibit C is effective as of March 31, 2016.
Party
Campbell
Cupertino
Gilroy
Los Altos
Los Altos Hills
Los Gatos
Monte Sereno
Morgan Hill
Mountain View
Santa Clara County
(Unincorporated)
Saratoga
Sunnyvale
*Data provided by PG&E
kWh (2014*)
208,827,224
243,359,722
296,992,863
142,219,276
42,576,999
196,007,285
7,939,338
232,520,509
664,209,464
397,902,304
131,604,010
1,407,826,241
Exhibit C
Page 1
EXHIBITD
VOTING SHARES
This Exhibit Dis effective as of March 31, 2016.
Party
Campbell
Cupertino
Gilroy
Los Altos
Los Altos Hills
Los Gatos
Monte Sereno
Morgan Hill
Mountain View
Santa Clara County
(Unincorporated)
Saratoga
Sunnyvale
Total
*Data provided by PG&E
kWh (2014*)
208,827,224
243,359,722
296,992,863
142,219,276
42,576,999
196,007,285
7,939,338
232,520,509
664,209,464
397,902,304
131,604,010
1,407,826,241
3,971,985,235
Exhibit D
Page 1
Voting Share
Section 4.9.2
5.3%
6.1%
7.5%
3.6%
1.1%
4.9%
0.2%
5.9%
16.7%
10.0%
3.3%
35.4%
100.0%
EXHIBITE
FUNDING OF INITIAL COSTS
Party Phase 1(*) Phase 2 and 3 (**)
Campbell --$100,000
Cupertino $170,000 $350,000
Gilroy --$100,000
Los Altos --$100,000
Los Altos Hills --$25,000
Los Gatos --$100,000
Monte Sereno --$25,000
Morgan Hill --$100,000
Mountain View $170,000 $350,000
Santa Clara County $170,000 $350,000
(Unincorporated) -
Saratoga --$100,000
Sunnyvale . $170,000 $350,000
Total $680,000 $2,050,000
(*) Certain Parties have contributed funding prior to the Effective Date of this Agreement, as
shown above under Phase 1, to conduct initial legal, technical, and administrative activities in
support of the establishment of the Authority. Such activities are part of the Initial Costs
described in Section 6.3 of this Agreement.
(**) Additional costs associated with program launch will be financed and thus are not
covered by the Initial Cost Contributions shown here.
Exhibit E
Page 1