HomeMy Public PortalAboutOrd. 1759ORDINANCE NO. 1759
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING
THE JOINT POWERS AGREEMENT FOR CLEAN POWER ALLIANCE OF
SOUTHERN CALIFORNIA, AUTHORIZING THE IMPLEMENTATION OF A
COMMUNITY CHOICE AGGREGATION PROGRAM, AND AMENDING THE
MUNICIPAL CODE TO ADD SECTION 14-16 TO CHAPTER 14 "PUBLIC UTILITIES
AND CITY SERVICES"
WHEREAS, the City of Lynwood has been actively investigating options to provide
electric services to constituents within its service area with the intent of achieving greater
local involvement over the provision of electric services and promoting renewable energy
at competitive rates;
WHEREAS, 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;
WHEREAS, the Act expressly authorizes participation in a Community Choice
Aggregation (CCA) program through a joint powers agency;
WHEREAS, through Docket No. R.03-10-003, the California Public Utilities
Commission has issued various decisions and rulings addressing the implementation of
CCA programs, including 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 CCA program and assuring compliance with various elements
contained in the Act;
WHEREAS, the Clean Power Alliance of Southern California (CPA) is a joint
powers authority established pursuant to California Government Code section 6500
et seq. and California Public Utilities Code section 366.2(c) and a Joint Powers
Agreement ("Joint Powers Agreement"), which purposes include the following:
To form a Joint Powers Authority known as "Clean Power Alliance of Southern
California" (formerly known as "Los Angeles Community Choice Energy
Authority"); and
To specify the terms and conditions by which participants may participate as a
group in energy programs, including the implementation of a CCA program;
WHEREAS, an Implementation Plan Addendum will be submitted for review and
adoption by the CPA Board of Directors;
WHEREAS, Community Choice Aggregation by and through CPA appears to
provide a reasonable opportunity to accomplish all of the following:
To provide greater levels of local involvement in and collaboration on energy
decisions;
To increase the amount of renewable energy available to CPA energy customers;
To provide price stability, long-term electricity cost competitiveness and other
benefits for the community; and
To reduce greenhouse gas emissions related to the electricity sector.
WHEREAS, the Act requires CCA program participants to individually adopt an
ordinance ("CCA Ordinance") electing to implement a CCA program within its jurisdiction
by and through its participation in CPA;
WHEREAS, it is in the public's interest and welfare to establish a CCA program
within the City of Lynwood and
WHEREAS, the Joint Powers Agreement expressly allows the City to withdraw its
membership in CPA by complying with requirements, liabilities, and obligations specified
in Section 8 of the Joint Powers Agreement.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA
DOES HEREBY ORDAIN AS FOLLOWS:
SECTION 1. That the recitals set forth above are true and correct and are
incorporated as though fully set forth herein.
SECTION 2. Based upon the findings and declarations set forth in this ordinance,
and in order to provide businesses and residents within the jurisdictional boundaries of
the City with a choice of power providers and with the benefits described in the recitals
above, the City Council hereby elects to implement a CCA program within the City's
jurisdictional boundaries. Upon approval and execution of the Joint Powers Agreement,
the City will implement the CCA program by and through the City's participation in CPA.
SECTION 3. AMENDMENT; ADDITIONS. Section 14-16 "Community Choice
Aggregation Program" hereby will be added to Chapter 14 "Public Utilities and City
Services" of the Lynwood Municipal Code as follows (deletions in str;Uethrough and
additions in double underline):
CHAPTER 14 PUBLIC UTILITIES AND CITY SERVICES
14-16 COMMUNITY CHOICE AGGREGATION PROGRAM
14-16
COMMUNITY CHOICE AGGREGATION PROGRAM
14-16.1 Purpose:
The City of Lynwood joins the Joint Powers Authority known as "Clean Power Alliance of
Southern California" ("CPA" - formerly known as "Los Angeles Community Choice Energy
Authorit " and im lem nt the Communit Choice Aggregation pro ram "CC " . which
provides greater levels of local involvement in and collaboration on energy decisions, for
the purposes of:
(a) Increase the amount of renewable energy available to CPA energy customers
(b) Providing price st bilit Ion -term electricity cost competitiveness and other benefits
for the community: and
(c) Reducing greenhouse gas emissions related to the electricity sector.
14-16.2 Program Implementation:
In order to provide businesses and residents within the jurisdictional boundaries of the
i with a choice of power providers. a CCA program is implemented within the City's
jurisdictional boundaries pursuant to the Joint Powers Agreement.
SECTION 4. That the City Council hereby approves the Joint Powers Agreement
and directs that the City proceed with the participation in CPA.
SECTION 5. That the City Council declares that, should any provision, section,
paragraph, sentence, or word of this ordinance be rendered or declared invalid by any
final court action in a court of competent jurisdiction or by reason of any preemptive
legislation, the remaining provisions, sections, paragraphs, sentences, or words of this
ordinance as hereby adopted shall remain in full force and effect.
SECTION 6. That this ordinance shall become effective thirty (30) days after its
adoption.
SECTION 7. That the City's membership in the Joint Powers Agreement is
contingent upon approval of CPA's Implementation Plan Addendum by the California
Public Utilities Commission (CPUC), and if the CPUC rejects the Implementation Plan
Addendum or specifies an enrollment date later than 2025, the City Council may rescind
this ordinance on or before November 1, 2024 without being subject to the provisions of
Section 8 of the Joint Powers Agreement.
SECTION 8. That the City Council finds that it has the authority to adopt this
ordinance, that the ordinance is constitutionally valid, and that the ordinance is consistent
with the general powers and purposes of the City.
SECTION 9. The Mayor shall sign and the City Clerk shall attest to the passage of
this Ordinance. The City Clerk shall cause the same to be published once in the official
newspaper within 15 days after its adoption.
PASSED, APPROVED AND ADOPTED this 5th day of December 2023
Oscar Flores, M or
ATTEST:
aria Quinonez, Clerk
APROVED AS TO FORM:
Noel Tapia, City AttoYney
APPROVED AS TO CONTENT:
Erni Her . ndez, City Manager
STATE OF CALIFORNIA )
)§
COUNTY OF LOS ANGELES )
I, Maria Quinonez, the undersigned, City Clerk of the City of Lynwood, do hereby
certify that the foregoing Ordinance was passed and adopted by the City Council of the
City of Lynwood at a meeting held on the 5th day of December 2023.
AYES: COUNCIL MEMBERS MUNOZ-GUEVARA, SOLACHE, MAYOR PRO
TEM SOTO AND MAYOR FLORES
NOES: NONE
ABSENT: NONE
ABSTAIN: COUNCIL MEMBERS CAMACHO
Date /R47 -
Maria Quinonez,
City Clerk
STATE OF CALIFORNIA )
)§
COUNTY OF LOS ANGELES )
I, Maria Quinonez, the undersigned, City Clerk of the City of Lynwood, and the
Clerk of the City Council of said City, do hereby certify that the above foregoing
Ordinance No. 1759 was adopted on the date and by the vote therein stated. Dated this
the 5th day of December 2023.
fz4,,za
Maria Quirionez,
City Clerk
Date /41/4/R R 3
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CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
AMENDED AND RESTATED JOINT POWERS AGREEMENT
This amended and restated Joint Powers Agreement (the "A&R Agreement") 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
public agencies set forth in Exhibit A.
RECITALS
1. The Parties are public agencies sharing various powers under California laws, including
but not limited to the power to purchase, supply, and aggregate electricity for themselves and
their inhabitants.
2. In 2006, the State Legislature adopted AB 32, the Global Warming Solutions Act, which
mandates a reduction in greenhouse gas emissions in 2020 to 1990 levels. The California Air
Resources • Board is promulgating regulations to implement AB 32 which will require local
government to develop programs to reduce greenhouse emissions.
3. The purposes for the Initial Participants (as such term is defined in Section 2.3 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, such as jobs creation, community energy programs; and local
power development. 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.
4. The Parties desire to establish a separate public agency, known as the Clean Power
Alliance of Southern California ("CPA"), 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.
5. The Initial Participants have each adopted an ordinance electing to implement through
CPA a Community Choice Aggregation program pursuant to California Public Utilities Code
Section 366.2 ("CCA Program"). The first priority of CPA will be the consideration of those
actions necessary to implement the CCA Program.
6. The original Joint Powers Agreement became effective as of June 27, 2017 ("Effective Date")
when executed by the County of Los Angeles and the City of Rolling Hills Estates. On February 7,
2018, the Parties approved Amendment No. 1 to the Agreement clarifying the cost apportionment
methodology in Section 8.1.3 in the event that a member withdraws from the CPA. On April 5, 2018,
the Parties approved Amendment No. 2 to the Agreement changing the name of the organization
from Los Angeles Community Choice Energy to Clean Power Alliance of Southern California. On
March 7, 2019, the Parties approved Amendment No. 3 to the Agreement to clarify procedures for
the election of and term limits for the Board Chair and Vice -Chairs in Sections 4.10.1 and 5.1 of the
Agreement.
7. The Parties desire to amend and restate the Agreement in order to have a single document
to reference and to make changes that reflect prior action by the Board. The amendments in the A&R
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Agreement shall be effective as of November 3, 2022 ("A&R Effective Date").
8. By establishing CPA, the Parties seek to:
(a) Develop an electric supply portfolio with overall lower greenhouse gas intensity
and lower greenhouse gas (GHG) emissions than Southern California Edison ("SCE"), and one
that supports the achievement of the parties' greenhouse gas reduction goals and the
comparable goals of all participating jurisdictions;
(b) Establish an energy portfolio that encourages the use and development of cost-
effective local renewable and distributed energy resources and that discourages the use
unbundled renewable energy credits;
(c) Promote an energy portfolio that incorporates energy efficiency and demand
response programs and pursues ambitious energy consumption reduction goals;
(d) Provide electricity rates that are lower or at worst competitive with those offered
by SCE for similar products;
(e) Offer differentiated energy options (e.g., 33% or 50% qualified renewable) for
default service, and a 100% renewable content option in which customers may "opt -up" and
voluntarily participate;
(f)
Achieve quantifiable economic benefits to the region;
(g) Recognize the value of current workers in existing jobs that support the energy
infrastructure of Los Angeles County and Southern California (e.g., union and prevailing wage
jobs, local workforce development, apprenticeship programs, and local hire). CPA, as a leader
in the shift to clean energy, commits to ensuring it will take steps to minimize any adverse
impacts to these workers to ensure a "just transition" to the new clean energy economy;
(h) Support a stable, skilled workforce through such mechanisms as project labor
agreements, collective bargaining agreements, or community benefit agreements, or other
workforce programs that are designed to avoid work stoppages, ensure quality, and benefit local
residents by delivering cost-effective clean energy programs and projects (e.g., new energy
programs and increased local energy investments);
(i) Promote supplier and workforce diversity, including returning veterans and those
from disadvantaged and under -represented communities, to better reflect the diversity of the
region;
(j) Promote personal and community ownership of renewable resources, spurring
equitable economic development and increased resilience, especially in low income
communities;
(k) Provide and manage its energy portfolio and products in a manner that provides
cost savings to customers and promotes public health in areas impacted by energy production;
(1) Ensure that low-income households and communities are provided with
affordable and flexible energy options, including the provision of energy discounted rates to
eligible low-income households;
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(m) Recognize and address the importance of healthy communities, including those
disproportionately affected by air pollution and climate change;
(n) Use program revenues to provide energy -related programs and services; and
(o) Create an administering CPA that is financially sustainable, responsive to
regional priorities, well -managed, and a leader in fair and equitable treatment of employees.
1. DEFINITIONS
1.1 "AB 117" means Assembly Bill 117 (Stat. 2002, Ch. 838, codified at Public
Utilities Code Section 366.2), which created Community Choice Aggregation.
1.2 "Act" means the Joint Exercise of Powers Act of the State of California
(Chapter 5, Division 7, Title 1 of the Government Code commencing with
Section 6500).
1.3 "Agreement" means this Joint Powers Agreement, as amended and/or restated from
time to time, consistent with the requirements herein.
1.4 "Board" means the Board of Directors of CPA.
1.5 "Community Choice Aggregation" or "CCA" means an electric service option
available to cities, counties, and other public agencies pursuant to Public Utilities
Code Section 366.2.
1.6 "CCA Program" means CPA's program relating to CCA that is principally
described in Section 2.4 (Purpose) of this Agreement.
1.7 "CPA " means Clean Power Alliance of Southern California.
1.8 "CPA Document(s)" means document(s) duly adopted by the Board by resolution
or motion implementing the powers, functions and activities of CPA, including but
not limited to the Operating Policies and Procedures, the annual budget, and
plans and policies.
1.9 "Days" shall mean calendar days unless otherwise specified by this Agreement.
1.10 "Director" means a member of the Board representing a Party, including up to
two alternate Directors appointed in accordance with Sections 4.1 (Board of
Directors) and 4.2 (Appointment and Removal of Directors) of this Agreement.
1.11 "Effective Date" means the date on which the Agreement shall become effective
and CPA shall exist as a separate public agency, as further described in Section
2.1 (Effective Date and Term) of this Agreement. "A&R Effective Date" means the
date on which the amendments in the A&R Agreement shall become effective.
1.12 "Initial Costs" means all costs incurred by CPA relating to the establishment and
initial operation of CPA, such as the hiring of the executive, technical, and any
administrative staff, any required accounting, administrative, technical and legal
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services in support of CPA's initial formation activities or in support of the
negotiation, preparation and approval of power purchase agreements. The Board
shall determine the termination date for the Initial Costs.
1.13 "Initial Participants" means, for purpose of this Agreement, the Counties
of Los Angeles and Ventura, and the cities of Agoura Hills, Alhambra, Beverly Hills,
Calabasas, Carson, Claremont, Culver City, Downey, Hawaiian Gardens,
Hawthorne, Malibu, Manhattan Beach, Ojai, Paramount, Redondo Beach, Rolling
Hills Estates, Santa Monica, Sierra Madre, South Pasadena, Temple City, Thousand
Oaks, and West Hollywood consisting of the Parties that joined in accordance with
Section 2.3 (Initial Participants) of this Agreement.
1.14 "Operating Policies and Procedures" means the rules, regulations, policies,
bylaws, and procedures governing the operation of CPA.
1.15 "Parties" means, collectively, the signatories to this Agreement that have
satisfied the conditions in Section 2.3 (Initial Participants) or Section 2.5 (Addition
of Parties) of this Agreement, such that they are considered members of CPA.
1.16 "Party" means, singularly, a signatory to this Agreement that has satisfied the
conditions in Section 2.3 (Initial Participants) or Section 2.5 (Addition of Parties)
of this Agreement, such that it is considered a member of CPA.
1.17 "Public Agency" as defined in the Act includes, but is not limited to, the federal
government or any federal department or agency, this state, another state or any
state department or agency, a county, a county board of education, county
superintendent of schools, city, public corporation, public district, regional
transportation commission of this state or another state, a federally recognized
Indian tribe, or any joint powers authority formed pursuant to the Act.
2. FORMATION OF CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
2.1 Effective Date and Term. This Agreement shall become effective and CPA shall
exist as a separate public agency on the date this Agreement is executed by the
County of Los Angeles and at least one other public agency after the adoption
of the ordinances required by Public Utilities Code Section 366.2(c)(12).
CPA shall provide notice to the Parties of the Effective Date. CPA shall continue
to exist, and this Agreement shall be effective, until the Agreement is terminated
in accordance with Section 8.3 (Mutual Termination) of this Agreement, subject to
the rights of the Parties to withdraw from CPA.
2.2 Formation of the CPA. Under the Act, the Parties hereby create a separate
joint exercise of power agency which is named Clean Power Alliance of Southern
California. Pursuant to Sections 6506 and 6507 of the Act, CPA is a public
agency separate from the Parties. The debts, liabilities or obligations of CPA
shall not be debts, liabilities, or obligations of the individual Parties unless the
governing body of a Party agrees in writing to assume any of the debts, liabilities,
or obligations of CPA. The jurisdiction of CPA shall be all territory within the
geographic boundaries of the Parties; however CPA may, as authorized under
applicable law, undertake any action outside such geographic boundaries as is
necessary and incidental to the accomplishment of its purpose.
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2.3 Initial Participants. In addition to Parties executing this Agreement on or prior
to the Effective Date, any incorporated municipality, county, or other eligible
public agency may become a Party and recognized as an Initial Participant
provided during the first 180 days after the Effective Date it executes this
Agreement and delivers an executed copy of this Agreement and a copy of the
adopted ordinance required by Public Utilities Code Section 366.2(c)(12) to CPA.
All Initial Participants to this Agreement shall be required to commence electric
service as soon as practicable, as determined by the Board.
2.4 Purpose. The purpose and objectives of this Agreement are to establish CPA, to
provide for its governance and administration, and to define the rights and
obligations of the Parties. This Agreement authorizes CPA to provide a means
by which the Parties can more effectively develop and implement sustainable
energy initiatives that reduce energy demand, increase energy efficiency, and
advance the use of clean, efficient, and renewable resources in the region for the
benefit of the Parties and their constituents, including, but not limited to,
establishing and operating a Community Choice Aggregation program.
2.5 Addition of Parties. After 180 days from the Effective Date any incorporated
municipality, county, or other public agency may become a Party to this
Agreement if all of the following conditions are met:
2.5.1 The adoption of a resolution of the Board admitting the public agency to
CPA;
2.5.2 The adoption by an affirmative vote of the Board satisfying the
requirements described in Section 4.10 (Board Voting) of this Agreement,
of a resolution authorizing membership into CPA and establishing its pro
rata share of organizational, planning and other pre-existing expenditures,
and describing additional conditions, if any, associated with membership;
2.5.3 The adoption by the public agency of an ordinance required by Public
Utilities Code Section 366.2(c)(12) and approval and execution of this
Agreement and other necessary program agreements by the public
agency;
2.5.4 Payment of the membership payment, if any; and
2.5.5 Satisfaction of any reasonable conditions established by the Board.
Pursuant to this Section 2.5 (Addition of Parties), all parties shall be required to
commence electric service as soon as is practicable, as determined by the
Board, as a condition to becoming a Party to this Agreement.
2.6 Continuing Participation. The Parties acknowledge .that membership in CPA
may change by the addition, withdrawal and/or termination of Parties. The Parties
agree to participate with such other Parties as may later be added, as described
in Section 2.5 (Addition of Parties) of this Agreement. 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.
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3. POWERS
3.1 General Powers. CPA shall have the powers common to the Parties and which
are necessary or convenient to the accomplishment of the purposes of this
Agreement, subject to the restrictions set forth in Section 3.4 (Limitation on
Powers) of this Agreement. As provided in the Act, CPA shall be a public agency
separate and apart from the Parties.
3.2 Specific Powers. CPA shall have all powers common to the Parties and such
additional powers accorded to it by law. CPA 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:
3.2.1 make and enter into contracts;
3.2.2 employ agents and employees, including but not limited to a Chief
Executive Officer;
3.2.3 acquire, contract, manage, maintain, and operate any buildings, works or
improvements;
3.2.4 acquire property by eminent domain, or otherwise, except as limited
under Section 6508 of the Act, and to hold or dispose of any property;
3.2.5 lease any property;
3.2.6 sue and be sued in its own name;
3.2.7 incur debts, liabilities, and obligations, including but not limited to loans
from private lending sources pursuant to its temporary borrowing powers
authorized by law pursuant to Government Code Section 53850 et seq.
and authority under the Act;
3.2.8 issue revenue bonds and other forms of indebtedness;
3.2.9 apply for, accept, and receive all licenses, permits, grants, loans or other
aids from any federal, state or local public agency;
3.2.10 form 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;
3.2.11 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;
3.2.12 adopt rules, regulations, policies, bylaws and procedures governing the
operation of CPA ("Operating Policies and Procedures"); and
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3.2.13 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.
3.3 Additional Powers to be Exercised. In addition to those powers common to
each of the Parties, CPA shall have those powers that may be conferred upon it
as a matter of law and by subsequently enacted legislation.
3.4 Limitation on Powers. As required by Section 6509 of the Act, the powers
of CPA are subject to the restrictions upon the manner of exercising power
possessed by the County of Los Angeles.
3.5 Obligations of CPA. The debts, liabilities, and obligations of CPA shall not
be the debts, liabilities, and obligations of the Parties unless the governing
body of a Party agrees in writing to assume any of the debts, liabilities, and
obligations of CPA. In addition, pursuant to the Act, no Director shall be
personally liable on the bonds or subject to any personal liability or
accountability by reason of the issuance of bonds.
3.6 Compliance with the Political Reform Act and Government Code
Section 1090. CPA and its officers and employees shall comply with the
Political Reform Act (Government Code Section 81000 et seq.) and
Government Code Section 1090 et seq. The Board shall adopt a Conflict of
Interest Code pursuant to Government Code Section 87300. The Board may
adopt additional conflict of interest regulations in the Operating Policies and
Procedures.
4. GOVERNANCE
4.1 Board of Directors. The governing body of CPA shall be a Board of
Directors ("Board") consisting of one director for each Party appointed in
accordance with Section 4.2 (Appointment and Removal of Directors) of this
Agreement. The Board, in consultation with the Chief Executive Officer, may
determine at any time to consider options to reduce the size of the Board if it
determines that the efficient functioning and operation of the Board would be
improved by having a smaller number of Directors. Any such change to the
size of the Board would require amendment of this Joint Powers Agreement
in accordance with Section 4.11 (Special Voting).
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 CPA. The
governing body of each Party shall appoint and designate in writing up
to two alternate Directors who may vote on matters when the regular
Director is absent from a Board meeting. The person appointed and
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designated as the regular Director shall be an elected or appointed
member of the governing body of the Party. The persons appointed
and designated as the alternate Directors may be an elected or
appointed member of the governing body of the Party, an appointed
member of an advisory body of the Party, a staff member of the Party
or a member of the public who meets the criteria below. All Directors
and alternates shall be subject to the Board's adopted Conflict of
Interest Code.
(a) Any alternate Director that is a member of the public must
have demonstrated knowledge in energy -related matters
through significant experience in either: 1) an electric utility or
company, agency, or nonprofit providing services to a utility, 2)
a regulatory agency or local government body overseeing an
electric utility or a company, agency, or nonprofit providing
services to such an agency, 3) an academic or nonprofit
organization engaged in research and/or advocacy related to
the electric sector.
4.2.2 The Operating Policies and Procedures, to be developed and approved
by the Board in accordance with Section 3.2.12 (Specific Powers), 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 Directors have 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, the affected Party shall appoint to fill the position
of the previous Director within 90 days of the date that such position becomes
vacant.
4.4 Purpose of Board. The general purpose of the Board is to:
4.4.1 Provide structure for administrative and fiscal oversight;
4.4.2 Retain a Chief Executive Officer to oversee day-to-day operations;
4.4.3 Retain legal counsel;
4.4.4 Identify and pursue funding sources;
4.4.5 Set policy;
4.4.6 Maximize the utilization of available resources; and
4.4.7 Oversee all Committee activities.
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4.5 Specific Responsibilities of the Board. The specific responsibilities of the
Board shall be as follows:
4.5.1 Identify Party needs and requirements;
4.5.2 Formulate and adopt the budget prior to the commencement of the fiscal
year;
4.5.3 Develop and implement a financing and/or funding plan for ongoing CPA
operations;
4.5.4 Retain necessary and sufficient staff and adopt personnel and
compensation policies, rules and regulations;
4.5.5 Adopt rules for procuring supplies, equipment, and services
4.5.6 Adopt rules for the disposal of surplus property;
4.5.7 Establish standing and ad hoc committees as necessary to ensure that
the interests and concerns of each Party are represented and to ensure
operational, technical, and financial issues are thoroughly researched and
analyzed;
4.5.8 The setting of retail rates for power sold by CPA and the setting of
charges for any other category of retail service provided by CPA;
4.5.9 Termination of the CCA Program;
4.5.10 Address any concerns of consumers and customers;
4.5.11 Conduct and oversee CPA audits at intervals not to exceed three years;
4.5.12 Arrange for an annual independent fiscal audit;
4.5.13 Adopt such bylaws, rules and regulations as are necessary or desirable
for the purposes hereof; provided that nothing in the bylaws, rules and
regulations shall be inconsistent with this Agreement;
4.5.14 Exercise the Specific Powers identified in Sections 3.2 and 4.6 except as
the Board may elect to delegate to the Chief Executive Officer; and
4.5.15 Discharge other duties as appropriate or required by statute.
4.6 Startup Responsibilities. CPA shall have the duty to do the following within one
year of the Effective Date of the Agreement:
4.6.1 To adopt an implementation plan prepared by the County of Los Angeles,
pursuant to Public Utilities Code Section 366.2(c)(3), for electrical load
aggregation;
4.6.2 To prepare a statement of intent, pursuant to Public Utilities Code
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Section 366.2(c)(4), for electrical load aggregation;
4.6.3 To encourage other qualified public agencies to participate in CPA;
4.6.4 To obtain financing and/or funding as is necessary or desirable;
4.6.5 To evaluate the need for, acquire, and maintain insurance.
4.7 Meetings and Special Meetings of the Board. The Board shall hold at least
one regular meeting per year but the Board may provide for the holding of regular
meetings at more frequent intervals. The date, hour, and place of each regular
meeting shall be fixed by resolution or ordinance of the Board. Regular meetings
may be adjourned to another meeting time. Special meetings of the Board may
be called in accordance with the provisions of Government Code Section 54956.
Directors may participate in meetings telephonically, with full voting rights, only to
the extent permitted by law.
4.8 Brown Act Applicable. All meetings of the Board shall be conducted in
accordance with the provisions of the Ralph M. Brown Act (Government Code
Section 54950, et seq.).
4.9 Quorum; Approvals. A majority of the Directors shall constitute a quorum,
except that less than a quorum may adjourn from time to time in accordance with
law. The affirmative votes of a majority of the Directors who are present at the
subject meeting shall be required to take any action by the Board.
4.10 Board Voting.
4.10.1 Percentage Vote. Each Director shall have one vote. Action of the Board
on all matters shall require an affirmative vote of a majority of all Directors
who are present at the subject meeting, except when a supermajority vote is
expressly required by this Agreement and except as expressly specified for
the election of Board Officers and At -Large members of the Executive
Committee in the bylaws. When a supermajority vote is required under
Section 4.11 (Special Voting), action of the Board shall require an affirmative
vote of the specified supermajority of all Directors who are present at the
subject meeting. All votes taken pursuant to this Section 4.10.1 shall be
referred to as a percentage vote. Notwithstanding the foregoing, in the event
of a tie in a percentage vote, the Board can break the tie and act upon an
affirmative voting shares vote as described in section 4.10.2 (Voting Shares
Vote).
4.10.2 Voting Shares Vote. In addition to and immediately after an affirmative
percentage vote three 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 4.10.3, of all Directors voting in order to
take an action shall exceed 50%, or such other higher voting shares
percentage expressly required by this Agreement or the Operating
Policies and Procedures of all Directors who are present at the subject
meeting. All votes taken pursuant to this Section 4.10.2 shall be referred
to as a voting shares vote. In the event that any one Director has a voting
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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.
4.10.3 Voting Shares Formula. When a voting shares vote is requested by
three or more Directors, voting shares of the Directors shall be
determined by the following formula:
(Annual Energy Use/Total Annual Energy) multiplied by 100, where (a)
"Annual Energy Use" means (1) 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 CPA and (b) "Total Annual Energy"
means the sum of all Parties' Annual Energy Use.
4.11 Special Voting.
4.11.1 Except as provided below, matters that require Special Voting as
described in this Section shall require 72 hours prior notice to any Brown
Act meeting or special meeting. Two-thirds vote (or such greater vote as
required by state law) of the appointed Directors shall be required to take
any action on the following:
(a) Change the designation of Treasurer or Auditor of CPA;
(b) Issue bonds or other forms of debt;
(c) Exercise the power of eminent domain, subject to prior approval
by the passage of an authorizing ordinance or other legally
sufficient action by the affected Party; and
(d) Amend this Agreement or adopt or amend the bylaws of CPA. At
least 30 days advance notice shall be provided for such actions.
CPA shall also provide prompt written notice to all Parties of the
action taken and enclose the adopted or modified documents.
5. INTERNAL ORGANIZATION
5.1 Chair and Vice Chairs. The Board shall elect a Chair and designate Vice Chairs
from among the Directors. The term of office of the Chair and Vice Chairs shall
continue for two years. The Chair shall be the presiding officer of all Board meetings,
and a Vice Chair shall serve in the absence of the Chair. The Chair shall perform such
other duties as may be imposed by the Board. In the absence of the Chair, a Vice -
Chair shall perform all of the Chair's duties. The office of the Chair or a 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
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representative on the Board, (b) the Party that he or she represents withdraws from
CPA pursuant to the provisions of this Agreement, or (c) as specified in the bylaws.
Upon a vacancy, the position shall be filled at the next regular meeting of the Board
held after such vacancy occurs or as specified in the bylaws. Succeeding officers
shall perform the duties normal to said offices.
5.2 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 office records of CPA.
5.3 Treasurer. The Board shall appoint a qualified person to act as the Treasurer,
who need not be a member of the Board. Unless otherwise exempted from such
requirement, CPA shall cause an independent audit to be made by a certified
public accountant, or public accountant, in compliance with Section 6506 of the
Act. The Treasurer shall act as the depositary of CPA and have custody of all the
money of CPA, 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 to file with CPA an official bond in an amount to be fixed by
the Board, and if so requested CPA 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.
5.4 Auditor. The Board shall appoint a qualified person to act as the Auditor, who
shall not be a member of the Board. The Board may require the Auditor to file
with CPA an official bond in an amount to be fixed by the Board, and if so
requested CPA shall pay the cost of premiums associated with the bond.
5.5 Chief Executive Officer. The Board shall appoint a Chief Executive Officer for
CPA, who shall be responsible for the day-to-day operation and management of
CPA and the CCA Program. The Chief Executive Officer may exercise all
powers of CPA, except those powers specifically reserved to the Board including
but not limited to those set forth in Section 4.5 (Specific Responsibilities of the
Board) of this Agreement or the Operating Policies and Procedures, or those
powers which by law must be exercised by the Board. The Chief Executive
Officer may enter into and execute any Energy Contract, in accordance with
criteria and policies established by the Board.
5.6 Bonding of Persons Having Access to Property. Pursuant to the Act, the
Board shall designate the public officer or officers or person or persons who have
charge of, handle, or have access to any property of CPA exceeding a value as
established by the Board, and shall require such public officer or officers or
person or persons to file an official bond in an amount to be fixed by the Board.
5.7 Other Employees/Agents. The Board shall have the power by resolution to hire
employees or appoint or retain such other agents, including officers, loan -out
employees, or independent contractors, as may be necessary or desirable to
carry -out the purpose of this Agreement.
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5.8 Privileges and Immunities from Liability. All of the privileges and
immunities from liability, exemption from laws, ordinances and rules, all pension,
relief, disability, workers' compensation and other benefits which apply to the
activities of officers, agents or employees of a public agency when performing
their respective functions shall apply to the officers, agents or employees of
CPA to the same degree and extent while engaged in the performance of any of
the functions and other duties of such officers, agents or employees under this
Agreement. None of the officers, agents or employees directly employed by the
Board shall be deemed, by reason of their employment by CPA to be employed
by the Parties or by reason of their employment by CPA, to be subject to any of
the requirements of the Parties.
5.9 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 outs its functions and implementing the CCA
Program, other energy programs and the provisions of this Agreement. The
Board 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.
5.9.1 The Board shall establish the following Advisory Committees:
(a) Executive Committee. The Board shall establish an executive
committee consisting of a smaller number of Directors. The Board
may delegate to the Executive Committee's such authority as the
Board might otherwise exercise, except that the Board may not
delegate authority regarding certain essential functions, including
but not limited to, approving the fiscal year budget or hiring or
firing the Chief Executive Officer, and other functions as provided
in the Operating Policies and Procedures. The Board may not
delegate to the Executive Committee or any other committee its
authority under Section 3.2.12 to adopt and amend the Operating
Policies and Procedures.
(b) Finance Committee. The Board shall establish a finance
committee consisting of a smaller number of Directors. The
primary purpose of the Finance Committee is to review and
recommend to the Board:
(1) A funding plan;
(2) A fiscal year budget;
(3) Financial policies and procedures to ensure equitable
contributions by Parties;
(4) Such other responsibilities as provided in the Operating
Policies and Procedures, including but not limited to
policies, rules and regulations governing investment of
surplus funds, and selection and designation of financial
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institutions for deposit of CPA funds.
(c) Community Advisory Committee. The Board shall
establish a community advisory committee comprised of members
of the public representing key stakeholder communities. The
primary purpose of the Community Advisory Committee shall be to
provide a venue for ongoing citizen support and engagement in
the operations of CPA.
(d) Meetings of the Advisory Committees. All meetings of the
Advisory Committees shall be held in accordance with the Ralph
M. Brown Act. For the purposes of convening meetings and
conducting business, unless otherwise provided in the bylaws,
a majority of the members of the Advisory Committee shall
constitute a quorum for the transaction of business, except that
less than a quorum or the secretary of each Advisory
Committee may adjourn meetings from time -to -time. As soon
as practicable, but no later than the time of posting, the
Secretary of the Advisory Committee shall provide notice and
the agenda to each Party, Director and Alternate Directors.
(e) Officers of Advisory Committees. Unless otherwise determined
by the Board, each Advisory Committee shall choose its officers,
comprised of a Chairperson, a Vice -Chairperson and a Secretary.
6. JMPLEMENTATION ACTION AND CPA DOCUMENTS
6.1 Preliminary Implementation of the CCA Program.
6.1.1 Enabling Ordinance. In addition 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
CPA.
6.1.2 Implementation Plan. CPA shall cause to be prepared and secure Board
approval of 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.
6.1.3 Termination of CCA Program. Nothing contained in this Section 6 or
this Agreement shall be construed to limit the discretion of CPA to
terminate the implementation or operation of the CCA Program at any
time in accordance with any applicable requirements of state law.
6.2 CPA Documents. The Parties acknowledge and agree that the affairs of CPA
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 Policies and Procedures, the annual budget, and specified plans
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and policies defined as CPA Documents by this Agreement. The Parties agree to
abide by and comply with the terms and conditions of all such CPA Documents
that may be adopted by the Board, subject to the Parties' right to withdraw from
CPA as described in Section 8 (Withdrawal and Termination) of this Agreement.
FINANCIAL PROVISIONS,
7.1 Fiscal Year. CPA's fiscal year shall be 12 months commencing July 1 and
ending June 30. The fiscal year may be changed by Board resolution.
7.2 Depository.
7.2.1 All funds of CPA shall be held in separate accounts in the name of CPA
and not commingled with funds of any Party or any other person or entity.
7.2.2 All funds of CPA 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 CPA shall
be open to inspection and duplication 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 CPA,
which shall be conducted in accordance with the requirements of Section
6506 of the Act.
7.2.3 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 Policies and Procedures. 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.
7.3 Budget and Recovery Costs.
7.3.1 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 CPA shall be prepared and approved by the Board in
accordance with the Operating Policies and Procedures.
7.3.2 Funding of Initial Costs. Subject to the approval of the Board of
Supervisors, the County of Los Angeles has agreed to provide up to $10
million for funding Initial Costs in establishing CPA and implementing the
CCA Program. In the event that the CCA Program becomes operational,
the County of Los Angeles shall be reimbursed for the Initial Costs. The
County and CPA will execute an agreement specifying the terms and
conditions of the Initial Costs provided by the County, including but not
limited to: (a) Repayment of this amount, which shall be first priority in
relation to all other indebtedness of CPA; and (b) authorization for the
County Auditor -Controller to conduct an audit of CPA's books and records
(including personnel records, as necessary) and/or investigation, following
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reasonable advance notice from the County, to ensure compliance with
the terms and conditions of the agreement. CPA may establish a
reasonable time period over which such costs are recovered. In the
event that the CCA Program does not become operational, the County
shall not be entitled to any reimbursement of the Initial Costs they have
paid from CPA or any other Party.
7.3.3 Program Costs. The Parties desire that, to the extent reasonably
practicable, all costs incurred by CPA that are directly or indirectly
attributable to the provision of electric services under the CCA Program,
including the establishment and maintenance of various reserve and
performance funds, shall be recovered through charges to CCA
customers receiving such electric services.
7.3.4 General Costs. Costs that are not directly or indirectly attributable to the
provision of electric services under the CCA Program, as determined by
the Board, shall be defined as general costs. General costs shall be
shared among the Parties on such bases as the Board shall determine
pursuant to CPA documents.
7.4 Contributions. Parties are not required under this Agreement to make any
financial contributions. Consumers may subscribe as customers of CPA
pursuant to the Act and outside of this Agreement and through their on -bill
selections.
7.4.1 A Party may, in the appropriate circumstance, and when agreed -to:
(a) Make contributions from its treasury for the purposes set forth in
this Agreement;
(b) Make payments of public funds to defray the cost of the purposes
of the Agreement and CPA;
(c) Make advances of public funds for such purposes, such advances
to be repaid as provided by written agreement; or
(d) Use its personnel, equipment or property in lieu of other
contributions or advances.
(e) No Party shall be required to adopt any tax, assessment, fee, or
charge under any circumstances.
7.5 Accounts and Reports. The Treasurer shall establish and maintain such funds
and accounts as may be required by good accounting practice or by any
provision of any trust agreement entered into with respect to the proceeds of any
bonds issued by CPA. The books and records of CPA in the hands of the
Treasurer shall be open to inspection and duplication at all reasonable times by
duly appointed representatives of the Parties. The Treasurer, within 180 days
after the close of each fiscal year, shall give a complete written report of all
financial activities for such fiscal year to the Parties.
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7.6 Funds. The Treasurer shall receive, have custody of and/or disburse CPA funds
in accordance with the laws applicable to public agencies and generally
accepted accounting practices, and shall make the disbursements required by
this Agreement in order to carry out any of the purposes of this Agreement.
8. WITHDRAWAL AND TERMINATION
8.1 Withdrawal
8.1.1 Withdrawal by Parties. Any Party may withdraw its membership in CPA,
effective as of the beginning of CPA'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 CPA and each Party. Withdrawal of a Party shall require an
affirmative vote of the Party's governing board.
8.1.2 Amendment. Notwithstanding Section 8.1.1 (Withdrawal by Parties) of
this Agreement, a Party may withdraw its membership in CPA upon
approval and execution of an amendment to this Agreement provided that
the requirements of this Section 8.1.2 are strictly followed. A Party shall
be deemed to have withdrawn its membership in CPA 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 CPA should the amendment be approved by
the Board.
8.1.3 Continuing Liability; Further Assurances. A Party that withdraws its
membership in CPA may be subject to certain continuing liabilities, as
described in Section 8.4 (Continuing Liability; Refund) of this Agreement,
including, but not limited to, Power Purchase Agreements. The
withdrawing Party and CPA 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 CPA. The Operating
Policies and Procedures 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. Notwithstanding the foregoing, CPA shall use
best efforts to sell the withdrawing Party's pro rata share of the liability
under its Power Purchase Agreement(s) within the 180 days referenced in
Section 8.1.1. In the event CPA sells the withdrawing member's share or
a portion thereof, the withdrawing Party will pay the difference between
the liability under the Power Purchase Agreement and the liability sold to
the other party, if any.
8.2 Involuntary Termination. This Agreement may be terminated with respect to a
Party for material non-compliance with provisions of this Agreement or CPA
Documents upon an affirmative vote of the Board in which the minimum
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percentage vote and percentage voting shares, as described in Section 4.10
(Board Voting) of this Agreement, shall be no less than 67% excluding 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 CPA 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 CPA terminated may be subject to certain continuing liabilities, as
described in Section 8.4 (Continuing Liability; Refund) of this Agreement. In the
event that CPA decides to not implement the CCA Program, the minimum
percentage vote of 67% shall be conducted in accordance with Section 4.10
(Board Voting) of this Agreement.
8.3 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 CPA, and thus
terminate this Agreement with respect to such withdrawing Party, as described in
Section 8.1 (Withdrawal) of this Agreement.
8.4 Continuing Liability; Refund. Upon a withdrawal or involuntary termination of a
Party, the Party shall remain responsible for any claims, demands, damages, or
liabilities arising from the Party's membership in CPA through the date of its
withdrawal or involuntary termination, it being agreed that the Party shall not be
responsible for any claims, demands, damages, or liabilities arising after the date
of the Party's withdrawal or involuntary termination. 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. CPA may withhold funds otherwise owing to the
Party or may require the Party to deposit sufficient funds with CPA, as
reasonably determined by CPA, to cover the Party's liability for the costs
described above. Any amount of the Party's funds held on deposit with CPA
above that which is required to pay any liabilities or obligations shall be returned
to the Party.
8.5 Disposition of CPA Assets. Upon termination of this Agreement and dissolution
of CPA by all Parties, and after payment of all obligations of CPA, the Board:
8.5.1 May sell or liquidate CPA property; and
8.5.2 Shall distribute assets to Parties in proportion to the contributions made
by the existing Parties.
Any assets provided by a Party to CPA shall remain the asset of that Party and
shall not be subject to distribution under this section.
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9. MISCELLANEOUS PROVISIONS
9.1 Dispute Resolution. The Parties and CPA 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 CPA shall
engage in nonbinding mediation or arbitration in the manner agreed upon by the
Party or Parties and CPA. The Parties agree that each Party may specifically
enforce this section 9.1 (Dispute Resolution). In the event that nonbinding
mediation or arbitration is not initiated or does not result in the settlement of a
dispute within 60 days after the demand for mediation or arbitration is made, any
Party and CPA may pursue any remedies provided by law.
9.2 Liability of Directors, Officers, and Employees. The Directors, officers, and
employees of CPA 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.
CPA 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 seq. Nothing in this section shall be construed to limit the defenses available
under the law, to the Parties, CPA, or its Directors, officers, or employees.
9.3 Indemnification of Parties. CPA shall acquire such insurance coverage as is
necessary to protect the interests of CPA, the Parties and the public. CPA shall
defend, indemnify and hold harmless the Parties and each of their respective
governing board 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
CPA under this Agreement.
9.4 Notices. Any notice required or permitted to be made hereunder shall be in
writing and shall be delivered in the manner prescribed herein at the principal
place of business of each Party. The Parties may give notice by (1) personal
delivery; (2) e-mail; (3) U.S. Mail, first class postage prepaid, or a faster delivery
method; or (4) by any other reasonable method deemed appropriate by the
Board.
Upon providing written notice to all Parties, any Party may change the
designated address or e-mail for receiving notice.
All written notices or correspondence sent in the described manner will be
deemed given to a party on whichever date occurs earliest: (1) the date of
personal delivery; (2) the third business day following deposit in the U.S. mail,
when sent by "first class" mail; or (3) the date of transmission, when sent by e-
mail or facsimile.
9.5 Successors. This Agreement shall be binding upon and shall inure to the
benefit of the successors of each Party.
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9.6 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 9.6 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 9.6 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 CPA, or the
disposition of the 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 CPA or the Parties under this Agreement.
9.7 Severability. If any one or more of the terms, provisions, promises, covenants,
or conditions of this Agreement were adjudged invalid or void by a court of
competent jurisdiction, each and all of the remaining terms, provisions, promises,
covenants, and conditions of this Agreement shall not be affected thereby and
shall remain in full force and effect to the maximum extent permitted by law.
9.8 Governing Law. This Agreement is made and to be performed in the State of
California, and as such California substantive and procedural law shall apply.
9.9 Headings. The section headings herein are for convenience only and are not to
be construed as modifying or governing the language of this Agreement.
9.10 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.
9.11 No Third Party Beneficiaries. This Agreement and the obligations hereunder
are not intended to benefit any party other than CPA and its Parties, except as
expressly provided otherwise herein. No entity that is not a signatory to this
Agreement shall have any rights or causes of action against any party to this
Agreement as a result of that party's performance or non-performance under this
Agreement, except as expressly provided otherwise herein.
9.12 Filing of Notice of Agreement. Within 30 days after the Effective Date, or
amendment thereto, the Secretary shall cause to be filed with the Secretary of
State the notice of Agreement required by the Act.
IN WITNESS WHEREOF, each Party has caused this Agreement to be executed and
attested by its proper officers thereunto duly authorized, its official seals to be hereto affixed, as
follows:
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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
BY
APPROVED AS TO FORM
Nancy Whang
By: '/'Z(L,---
General Counsel
DATE: November 3, 2022
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
AMENDED AND RESTATED JOINT POWERS AGREEMENT
CITY OF
ATTEST:
�-yhWbO�
Mayor
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Exhibit A - Members
The following entities are Parties of the Clean Power Alliance of Southern California:
1. Agoura Hills
2. Alhambra
3. Arcadia
4. Beverly Hills
5. Calabasas
6. Camarillo
7. Carson
8. Claremont
9. Culver City
10. Downey
11. Hawaiian Gardens
12. Hawthorne
13. Hermosa Beach
14. Los Angeles County
15. Malibu
16. Manhattan Beach
17. Monrovia
18. Moorpark
19. Ojai
20. Oxnard
21. Paramount
22. Redondo Beach
23. Rolling Hills Estates
24. Santa Monica
25. Santa Paula
26. Sierra Madre
27. Simi Valley
28. South Pasadena
29. Temple City
30. Thousand Oaks
31. Ventura City
32. Ventura County
33. West Hollywood
34. Westlake Village
35. Whittier
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