San Diego Regional Community Choice Energy Authority

Draft JPA Term Sheet & DRAFT Joint Powers Agreement

Cross Reference (as of August 1, 2019)
Goals of Regional CCA

Term Sheet DRAFT JPA Agreement Section Reference

Base product = 50% RPS, option to opt up to higher Recital 6(c)
renewable content at launch (e.g., 80% and 100% opt
up options)
Long term goal = 100% renewable electricity by 2035 Recitals 6(c) and 6(d)

Embedded fiscal responsibility Recitals 6(m) and 6(n), Section 3.5, Section
5.10.2, Section 7
Rates (specific rates to be set by the JPA Board) Recitals 6(b) and 6(l), Section 4.6.8
o Maintain cost competitive rates
o Establish economic development rates
o Maintain access to utility discount
programs for low income/communities of
concern
Prioritization of local renewable power development Recitals 6(e), 6(h), 6(i), 6(j), and 6(k); Section
with emphasis on: 6.4
o Local jobs
o Skilled and trained workforce
o Investment in communities of concern
o Investment in communities with unique
energy needs such as wildfire rebuilding
o No energy from unbundled Renewable
Energy Certificates (RECs)
o Other regional economic benefits

Provide a range of energy program and product Recital 6(g)

options from which the Parties and customers can
choose to best serve their needs and those of their
community

Benefits of Regional CCA

Term Sheet JPA Agreement Section Reference

Startup costs will be covered by City of San Diego/JPA Sections 7.3.2; Definition of Founding
and waived for other Founding Members. Member (Exhibit A)

Financial and legal protections for individual Sections 3.5, 5.9, 9.2 and 9.3
members

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 Economies of scale for procurement of power (both Section 2.3
bulk purchase and buying power), services, and
staffing
Serve and benefit all Parties and their customers Recital 6(m)
through the expenditure of discretionary revenues of
the Authority

Provide a menu of energy program and product Same as above; Recital 6(g)
options from which the Parties and customers can
choose to best serve their needs/communities
Regional/ratepayer consistency in benefits and rate Recitals 6(b), 6(g), Section 2.3
reductions

Stronger regulatory and legislative influence in the Section 2.3

State

Formation

Term Sheet JPA Agreement Section Reference

Founding Members:
o Agencies who have submitted electricity o Administrative deadlines do not need to
data to the City of San Diego for the be included in JPA language
development of a pro forma on or before
June 30, 2019, adopted the JPA o 2019 deadline included in definition of
agreement by their governing body no Founding Member (Exhibit A)
later than October 1, 2019.
o Deadline to be considered a Founding
Member is December 31, 2019.
Startup costs will be covered by City of San Diego/JPA As above; Section 7.3.2; Definition Founding
and waived for other Founding Members (e.g Member (Exhibit A)
organizational devt/admin, technical consulting,
marketing, regulatory/legal support, data
management, etc.)

New Members: Section 2.4.1 and 2.4.5

o New members admitted by super
majority/two-thirds vote of all Parties
o Cannot begin service until 2022 or later if
not part of Implementation Plan filed in
December 2019

Board of Directors

Term Sheet JPA Agreement Section Reference

If the JPA has less than five members, each member Section 4.1.1
will appoint two Directors to the Board

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When the JPA reaches five members or more, each Section 4.1 and 4.2
member will appoint one regular and one alternate
Director
o Only Board members can cast votes at
Board meetings and serve as elected
officers of the JPA

Alternate Board members shall have all the rights and Section 4.1.3
responsibilities of the primary director when serving
in his/her absence (e.g. can cast votes at Board
meetings when the primary Board member is not
present and when designated to do so by their
jurisdiction, may vote in committee, chair
committees, and fully participate in discussion and
debate during Board meetings).

Regulator Director(s) and their alternates must be Section 4.1.3

elected officials
o Appointed by each member jurisdiction
by a vote of their respective governing
body
Term limits Section 4.4
o Each member jurisdiction shall determine
the term of office for their regular and
alternate Director(s)

Board Voting

Term Sheet JPA Agreement Section Reference

All votes start with an Equal Vote (one Section 4.11.1
member/Director, one vote) with a simple majority to
carry
Vote counts are based on a majority of the Directors Sections 4.10 and 4.11.1
who are present at the subject meeting as long as a
quorum of the Parties has also been established

After an Equal Vote is completed, if three or more Section 4.11.2

Board members call for a Voting Shares (Weighted)
Vote then a Voting Shares (Weighted) Vote may be
used
When a request of three or more Directors is made Section 4.11.2
and a quorum of the Parties has been established, an
action by voting shares vote must be approved by a
majority vote of directors present AND a 2/3
supermajority of the voting shares present. No action
can be approved solely by a Voting Shares (Weighted)

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 Vote; if a Party has more than one Director, voting
share allocation shall be divided equally between
them
City of San Diego’s Weighted Vote will be capped at Section 4.11.2 and 4.11.3(d)
49%

A jurisdiction’s weighted vote is determined by its Section 4.11.3

percentage of the JPA’s annual energy use
o Board will set an annual date for
calculating load
o No one Party shall have a voting share
that exceeds 49% regardless of that
Party’s annual electric usage

Selection and termination of appointed officers (see Sections 5.1, 5.5, 5.6, 5.8
below, CEO, Auditor, General Counsel)
o Include selection process for CEO to
ensure equity
Some actions may require a two-thirds vote to pass, Section 4.12.2
such as:
o Issuance of bonds or debt
o Adding/removing members
o Amending the JPA agreement
Eminent domain requires a three-fourths vote Section 4.12.3, Section 3.2.4

Officers of the Board

Term Sheet JPA Agreement Section Reference

Elected officers (no more than one from a single Sections 5.1, 5.2, and 5.3
member at the same time):
o Chair, Vice Chair, Secretary (Board may
transfer responsibilities of Secretary to
any qualified person or entity)

Appointed Officers (may not be Board members or Sections 5.1, 5.4, 5.5, and 5.6
alternate members)
o CEO – Board should establish
qualifications
o Treasurer and Auditor – Board should
establish qualifications
o General Counsel – Board should establish
qualifications

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Committees

Term Sheet JPA Agreement Section Reference

Board will establish committees and establish criteria Section 5.10
in order to qualify for appointment.

Committees should be representative of Agency Section 5.10

members (e.g., each member agency can nominate
one committee member).
The following are required Committees and will be Sections 5.10.1 and 5.10.2
composed of Board members only:
 Executive Committee
o Chaired by Chairperson
o Vice Chair, Secretary, Treasurer as
members
 Finance and Risk Management Committee

The following are recommended and will be advisory Sections 5.10.3 and 5.10.4
in nature only:
 Community Advisory Committee
 Technical Committee – should have significant
experience in electricity markets,
procurement, regulatory/legislative process,
legal, etc.

Eligibility requirements for committee members, if not Section 5.10

a Board member, should be set by the Board based on
the purpose of the committee

Retained Local Control

Term Sheet JPA Agreement Section Reference

Set local Renewable Portfolio Standards (RPS) goals
Individual parties retain control of land use
Recital 6(c) of the Agreement specifies that
differing power options with varying levels
of RPS qualified resources shall be offered.
A Party is welcome to set its own RPS goals,
but the JPA Board will establish RPS targets
for the Agency to guide procurement for all
members/customers.
Section 3.6

Withdrawal from JPA with 180-day notice Sections 8.1.1 and 8.1.3
o Withdrawing party will be responsible for
any damages, losses or costs incurred by
the JPA resulting from the withdrawal,
including but not limited to losses from

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 the resale of power contracted for by the
JPA to serve the withdrawing party’s load

Other Important Items

Term Sheet JPA Agreement Section Reference

Reimbursement through an agreement to Founding Section 7.3.2, Definition of Initial Costs
Members for defined costs in supporting JPA (Exhibit A)
implementation

Limitation on Powers - specify one of the members Section 3.4

whose limitations on the exercise of its powers by
state law will apply to the exercise of the JPA’s powers
(see Government Code 6509)
o Recommend listing the member city
whose limitations on the exercise of
powers is the most flexible (e.g. a
general law city)

Prioritize/weight procurement of local generation Recital 6(e)

developed by member jurisdictions

Rotate Board meetings regionally to ensure all Section 4.8

member constituents can access public meetings (as
determined by Board)

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