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Southwest Riverside County Energy Authority (SRCEA)
Joint Powers Authority (JPA)
Special Meeting Agenda June 26, 2018 / 11:00 a.m.
City of Lake Elsinore, Conference Room A
130 S. Main Street
Lake Elsinore, CA 92530
TELECONFERENCE NOTICE
Pursuant to Government Code Section 54953, subdivision (b), the special meeting will include
teleconference participation by Vice-Chair Maryann Edwards from: City of Temecula City Hall,
Vineyard Conference Room, 41000 Main Street, Temecula, CA 92590; and
Pursuant to Government Code Section 54953, subdivision (b), the special meeting will include
teleconference participation by Member James "Stew" Stewart from: 30590 Rancho California
Road, #306, Temecula, CA 92591.
This notice and agenda will be posted at the above-referenced teleconference locations. Public
comment on the special meeting agenda from the above-referenced teleconference locations
shall be allowed pursuant to Government Code Section 54954.3.
Chair Steve Manos, City of Lake Elsinore
Vice-Chair Maryann Edwards, City of Temecula
Member Natasha Johnson, City of Lake Elsinore
Member James "Stew" Stewart, City of Temecula
Call to Order by SRCEA Chair Manos
Roll Call by SRCEA Clerk Domen
Public Comments
A total of 30 minutes is provided for members of the public to address the SRCEA JPA on items
that appear within the Consent Calendar or a matter not listed on the agenda. Each speaker is
limited to three minutes. Please submit a Request to Speak form to the Authority Clerk.
Consent Calendar
1. Minutes of the Meeting of February 14, 2018 – approve the minutes.
Business Items
2. Acceptance of Secretary of State “Statement of Facts Roster of Public Agency” Filing
Accept the California Secretary of State “Statement of Facts Roster of Public Agency” Filing
dated March 16, 2018
2
3. Acceptance of Secretary of State “Notice of a Joint Powers Agreement” Filing
Accept the California Secretary of State “Notice of a Joint Powers Agreement” Filing dated
March 14, 2018
4. Ratifying Prior Actions Including Resolutions 2018-01, 2018-02, 2018-3, 2018-4 and
Certain Appointments, and Certain Actions Related Thereto:
adopt A RESOLUTION OF THE SOUTHWEST RIVERSIDE COUNTY ENERGY
AUTHORITY (SRCEA) RATIFYING PREVIOUS ACTIONS INCLUDING THE ADOPTION
OF RESOLUTIONS 2018-01, 2018-02, 2018-03 AND 2018-04; AND, APPOINTMENTS
MADE PRIOR TO THE ACCEPTANCE BY THE SECRETARY OF STATE "STATEMENT
OF FACTS ROSTER OF PUBLIC AGENCY FILING" AND “NOTICE OF A JOINT
POWERS AGREEMENT” FILING
SRCEA Staff and/or Legal Counsel Comments
SRCEA Member Comments
Adjournment
Affidavit of Posting (Lake Elsinore)
I, Susan M. Domen, MMC, Clerk of the Southwest Riverside County Energy Authority, do hereby
affirm that a copy of the foregoing agenda was posted at Lake Elsinore City Hall at _________
p.m. on June 21, 2018.
____________________________________
Susan M. Domen, MMC
SRCEA Clerk
Affidavit of Posting (Temecula)
I, Randi Johl-Olson, MMC, City Clerk of the City of Temecula, do hereby affirm that a copy of the
foregoing agenda was posted at Temecula City Hall at ________ p.m. on June 21, 2018.
____________________________________
Randi Johl-Olson, JD, MMC
City Clerk, City of Temecula
Affidavit of Posting (Temecula)
I, James “Stew” Stewart, Member of the SRCEA, do hereby affirm that a copy of the foregoing
agenda was posted at 30590 Rancho California Road, #306 Temecula, CA 92591 at __________
p.m. on June 21, 2018.
____________________________________
James “Stew” Stewart
Member SRCEA
3
In compliance with the Americans with Disabilities Act, any person with a disability who
requires a modification or accommodation, including auxiliary aids or services, in order to
participate in a public meeting of the SRCEA Board should contact the SRCEA Clerk’s
Department at (951) 674-3124, Ext. 269, at least 24 hours before the meeting to make
reasonable arrangements to ensure accessibility.
Southwest Riverside County Energy Authority (SRCEA)
Joint Powers Authority (JPA)
Special Meeting Minutes
Friday, February 14, 2018
Call to Order
The meeting was called to order by Chair Manos at 1:44 p.m. at City of Lake Elsinore City Hall, 130 S. Main
Street, Lake Elsinore, CA 92530, Conference Room B.
Roll Call
Present: Members Johnson and Stewart; Alternate Member Aaron Adams, Vice-Chair Edwards (arrived 1:48
p.m.) and Chair Manos
Absent: None
Public Comments
There were no members of the public appearing to speak.
Consent Calendar
It was moved by Member Johnson, seconded by Member Stewart, and unanimously carried, to approve the
Consent Calendar.
1. Minutes of the Special Meeting of December 22, 2017 – approved the minutes.
Business Items
2. Southwest Riverside County Energy Authority Bylaws; Appointment of Executive Director and
Treasurer/Auditor
Authority Attorney Mann presented the Staff Report.
It was moved by Chair Manos, seconded by Member Johnson, and unanimously carried, to adopt the
Resolution.
Resolution No. 2018-01
A RESOLUTION OF THE SOUTHWEST RIVERSIDE COUNTY ENERGY AUTHORITY APPROVING THE
BYLAWS OF THE SOUTHWEST RIVERSIDE COUNTY ENERGY AUTHORITY
It was moved by Member Johnson, seconded by Member Stewart, and unanimously carried, to appoint Jason
Simpson as the Executive Director and Treasurer/Auditor to the SCREA.
3. SRCEA Solar Power Purchase Agreement, Sublease Agreement, License Use Agreement, and
Interconnection Agreement; (SUBLEASE AREA 1)
Authority Attorney Mann presented the Staff Report.
It was moved by Member Johnson, seconded by Vice-Chair Edwards, and unanimously carried, to adopt the
Resolution.
Resolution No. 2018-02
A RESOLUTION OF THE SOUTHWEST RIVERSIDE COUNTY ENERGY AUTHORITY (SRCEA)
APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY BY RESPONSIBLE OFFICERS OF
THE SOLAR POWER PURCHASE AGREEMENT, THE SUBLEASE AGREEMENT, THE LICENSE USE
AGREEMENT, AND THE INTERCONNECTION AGREEMENT, AND APPROVING AND AUTHORIZING
THE SRCEA EXECUTIVE DIRECTOR TO EXECUTE SAID AGREEMENTS FOR SUBLEASE AREA 1
4. Solar Power Purchase Agreement, Sublease Agreement, License Use Agreement, and Interconnection
Agreement (SUBLEASE AREA 2)
Authority Attorney Mann presented the Staff Report.
It was moved by Member Johnson, seconded by Vice-Chair Edwards, and unanimously carried, to adopt the
Resolution.
Resolution No. 2018-03
A RESOLUTION OF THE SOUTHWEST RIVERSIDE COUNTY ENERGY AUTHORITY (SRCEA)
APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY BY RESPONSIBLE OFFICERS OF
THE SOLAR POWER PURCHASE AGREEMENT, THE SUBLEASE AGREEMENT, THE LICENSE USE
AGREEMENT, AND THE INTERCONNECTION AGREEMENT, AND APPROVING AND AUTHORIZING
THE SRCEA EXECUTIVE DIRECTOR TO EXECUTE SAID AGREEMENTS FOR SUBLEASE AREA 2
5. Escrow Agreement for the Replacement of Certain Power Purchase Agreement (and other) Documents
Authority Attorney Mann presented the Staff Report.
It was moved by Member Johnson, seconded by Vice-Chair Edwards, and unanimously carried, to adopt the
Resolution.
Resolution No. 2018-04
A RESOLUTION OF THE SOUTHWEST RIVERSIDE COUNTY ENERGY AUTHORITY (SRCEA)
AUTHORIZING EXECUTION OF AN ESCROW AGREEMENT FOR THE REPLACEMENT OF CERTAIN
POWER PURCHASE AGREEMENT (AND OTHER) DOCUMENTS
JPA Member Comments
Vice-Chair Edwards noted this is a wonderful agreement.
Chair Manos thanked everyone for attending the meeting.
Adjournment
There being no further business to come before the Authority, the meeting adjourned at 2:09 p.m.
Steve Manos Susan M. Domen, MMC
Chair Authority Clerk
Southwest Riverside County Energy Authority
a Joint Powers Authority of the Cities of Temecula and Lake Elsinore, California
REPORT TO SRCEA BOARD
To: Honorable Chair and Members of the Board
From: Michael Bracken, Staff Liaison to the SRCEA JPA Board
Date: June 26, 2018
Subject: Acceptance of Secretary of State “Notice of a Joint Powers Agreement”
Filing
Recommendation
Accept the California Secretary of State “Notice of a Joint Powers Agreement” Filing dated March
14, 2018 (Receive and File)
Background and Overview
Upon creation of the Southwest Riverside County Energy Authority (SRCEA) and adoption of
Bylaws on February 14, 2018, the SRCEA Attorney (Mr. David Mann) filed a Notice of a Joint
Powers Agreement on March 14, 2018 with the California Secretary of State.
The notice is attached for your review and inspection. Staff is simply requesting a Minute Order
Action (motion and second) acknowledging receipt. This is what is commonly known as a
"Receive and File" item.
Fiscal Impact
There is no Fiscal Impact to the Acceptance (Receive and File) of the California Secretary of State
Notice of Joint Powers Agreement Filing.
Exhibit
A – California Secretary of State Notice of Joint Powers Agreement Filing
Southwest Riverside County Energy Authority
a Joint Powers Authority of the Cities of Temecula and Lake Elsinore, California
REPORT TO SRCEA BOARD
To: Honorable Chair and Members of the Board
From: Michael Bracken, Staff Liaison to the SRCEA JPA Board
Date: June 26, 2018
Subject: Ratifying Prior Actions Including Resolutions 2018-01, 2018-02, 2018-03,
2018-04 and Certain Appointments, and Certain Actions Related Thereto
Recommendation
adopt A RESOLUTION OF THE SOUTHWEST RIVERSIDE COUNTY ENERGY AUTHORITY
(SRCEA) RATIFYING PREVIOUS ACTIONS INCLUDING THE ADOPTION OF RESOLUTIONS
2018-01, 2018-02, 2018-03 AND 2018-04; AND, APPOINTMENTS MADE PRIOR TO THE
ACCEPTANCE BY THE SECRETARY OF STATE "STATEMENT OF FACTS ROSTER OF
PUBLIC AGENCY FILING" AND “NOTICE OF A JOINT POWERS AGREEMENT” FILING
Background and Overview
On February 14, 2018, the SRCEA Board of Directors passed a series of Resolutions (2018-01,
2018-02, 2018-03 and 2018-04) and appointed certain officers. These actions (described below)
were taken prior to filing the Notice of A Joint Powers Agreement with the Secretary of State,
which was done on March 14, 2018, and prior to the Secretary of State providing a "Statement of
Facts Roster of Public Agencies Filing", which was done on March 16, 2018. SMER Research 1,
LLC (the project developer) and their financing team, has requested that the SRCEA Board of
Directors consider ratifying the previous actions taken prior to issuance of the California Secretary
of State Certificate. In consulting with Mr. David Mann (Assistant City Attorney for the City of
Lake Elsinore and Authority Attorney for SRCEA), staff and SRCEA consultant believe that it is a
reasonable request and a fair accommodation to SMER Research 1, LLC in order for them to
satisfy their due diligence standards.
By way of review, the actions taken at the February 14, 2018, meeting included:
1. Southwest Riverside County Energy Authority Bylaws; Appointment of Executive Director
and Treasurer/Auditor
Authority Attorney Mann presented the Staff Report.
It was moved by Chair Manos, seconded by Member Johnson, and unanimously carried,
to adopt the Resolution.
Resolution No. 2018-01
Resolution Ratifying Resolutions 2018-01, 02, 03 & 04
June 26, 2018
Page 2
A RESOLUTION OF THE SOUTHWEST RIVERSIDE COUNTY ENERGY AUTHORITY
APPROVING THE BYLAWS OF THE SOUTHWEST RIVERSIDE COUNTY ENERGY
AUTHORITY
It was moved by Member Johnson, seconded by Member Stewart, and unanimously
carried, to appoint Jason Simpson as the Executive Director and Treasurer/Auditor to the
SCREA.
2. SRCEA Solar Power Purchase Agreement, Sublease Agreement, License Use
Agreement, and Interconnection Agreement; (SUBLEASE AREA 1)
It was moved by Member Johnson, seconded by Vice-Chair Edwards, and unanimously
carried, to adopt the Resolution.
Resolution No. 2018-02
A RESOLUTION OF THE SOUTHWEST RIVERSIDE COUNTY ENERGY AUTHORITY
(SRCEA) APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY BY
RESPONSIBLE OFFICERS OF THE SOLAR POWER PURCHASE AGREEMENT, THE
SUBLEASE AGREEMENT, THE LICENSE USE AGREEMENT, AND THE
INTERCONNECTION AGREEMENT, AND APPROVING AND AUTHORIZING THE
SRCEA EXECUTIVE DIRECTOR TO EXECUTE SAID AGREEMENTS FOR SUBLEASE
AREA 1
3. Solar Power Purchase Agreement, Sublease Agreement, License Use Agreement, and
Interconnection Agreement (SUBLEASE AREA 2)
It was moved by Member Johnson, seconded by Vice-Chair Edwards, and unanimously
carried, to adopt the Resolution.
Resolution No. 2018-03
A RESOLUTION OF THE SOUTHWEST RIVERSIDE COUNTY ENERGY AUTHORITY
(SRCEA) APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY BY
RESPONSIBLE OFFICERS OF THE SOLAR POWER PURCHASE AGREEMENT, THE
SUBLEASE AGREEMENT, THE LICENSE USE AGREEMENT, AND THE
INTERCONNECTION AGREEMENT, AND APPROVING AND AUTHORIZING THE
SRCEA EXECUTIVE DIRECTOR TO EXECUTE SAID AGREEMENTS FOR SUBLEASE
AREA 2
4. Escrow Agreement for the Replacement of Certain Power Purchase Agreement (and
other) Documents
It was moved by Member Johnson, seconded by Vice-Chair Edwards, and unanimously
carried, to adopt the Resolution.
Resolution No. 2018-04
A RESOLUTION OF THE SOUTHWEST RIVERSIDE COUNTY ENERGY AUTHORITY
(SRCEA) AUTHORIZING EXECUTION OF AN ESCROW AGREEMENT FOR THE
REPLACEMENT OF CERTAIN POWER PURCHASE AGREEMENT (AND OTHER)
DOCUMENTS
Resolution Ratifying Resolutions 2018-01, 02, 03 & 04
June 26, 2018
Page 3
Fiscal Impact
Adoption of the Resolution does not create any additional fiscal impacts beyond those from the
original approvals (namely the Power Purchase Agreements)
Exhibit
A – Resolution
RESOLUTION NO. 2018-005
A RESOLUTION OF THE SOUTHWEST RIVERSIDE COUNTY ENERGY
AUTHORITY (SRCEA) RATIFYING PREVIOUS ACTIONS INCLUDING THE
ADOPTION OF RESOLUTIONS 2018-01, 2018-02, 2018-03 AND 2018-04; AND,
APPOINTMENTS MADE PRIOR TO THE ACCEPTANCE BY THE SECRETARY
OF STATE "STATEMENT OF FACTS ROSTER OF PUBLIC AGENCY FILING"
AND “NOTICE OF A JOINT POWERS AGREEMENT” FILING
Whereas, the SRCEA is a joint exercise of powers authority duly organized and existing under
and pursuant to that certain Joint Powers Agreement by and between the City of Lake Elsinore
(City) and the City of Temecula, under the provisions of Articles 1 through 4 (commencing with
Section 6500) of Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the
California Government Code (Act); and,
Whereas, the SRCEA Board of Directors (SRCEA Board) considered and took action (through
Minute Order Action(s) and Resolution(s)) at its February 14, 2018, meeting; and,
Whereas, said actions were taken prior to the SCREA’s filing of a Notice of a Joint Powers
Agreement with the California Secretary of State, which filing was completed on March 14, 2018,
and a Statement of Facts Roster of Public Agencies Filing, which filing was completed on March
16, 2018; and,
Whereas, all Members of the SRCEA, consisting of the City and the City of Temecula, have
provided any appropriate Waiver(s) of Conflict of Interest necessary for the unconditional
appointment of SRCEA officers, including the SRCEA Counsel and SRCEA Clerk; and,
Whereas, SMER Research 1, LLC has requested that SRCEA ratify and confirm the actions taken
at the SRCEA’s February 14, 2018, meeting to satisfy the requirements of their financial partners
and legal counsel.
NOW, THEREFORE, THE SOUTHWEST RIVERSIDE COUNTY ENERGY AUTHORITY
BOARD OF DIRECTORS DOES HEREBY FIND, DETERMINE AND ORDER AS FOLLOWS:
Section 1. Ratification of Resolution 2018-01: Resolution 2018-01 of the Southwest Riverside
County Energy Authority (SRCEA) approving the bylaws of the Southwest Riverside County
Energy Authority is hereby ratified, approved and confirmed.
Section 2. Ratification of Appointment of Officers: The appointments of Jason Simpson
as SRCEA Executive Director and Treasurer/Auditor, David Mann as SRCEA Counsel, and
Susan Domen, MMC, as SRCEA Clerk are hereby ratified, approved and confirmed.
Section 3. Ratification of Resolution 2018-02: Resolution 2018-02 of the Southwest Riverside
County Energy Authority (SRCEA) approving and authorizing the execution and delivery by
responsible officers of the Solar Power Purchase Agreement, the Sublease Agreement, the
License Use Agreement and the Interconnection Agreement and approving and authorizing the
SRCEA Executive Director to execute said agreements for Sublease Area 1 is hereby ratified,
approved and confirmed.
Resolution No. 2018-005
Page 2 of 3
Section 4. Ratification of Resolution 2018-03: Resolution 2018-03 of the Southwest Riverside
County Energy Authority (SRCEA) approving and authorizing the execution and delivery by
responsible officer of the Solar Power Purchase Agreement, the Sublease Agreement, the
License Use Agreement and the Interconnection Agreement and approving and authorizing the
SRCEA Executive Director to execute said agreements for Sublease Area 2 is hereby ratified,
approved and confirmed.
Section 5. Ratification of Resolution 2018-04: Resolution 2018-04 of the Southwest Riverside
County Energy Authority (SRCEA) authorizing the execution of an Escrow Agreement for the
replacement of certain Power Purchase Agreement (and other) documents is hereby ratified,
approved and confirmed.
Section 6. Prior Actions. All prior acts of the SRCEA Board at its meeting on February 14,
2018, are in all respects ratified, approved and confirmed. Additionally, all prior acts and doings
of SRCEA Board, and SRCEA officers, agents and employees which are in conformity with the
purposes and intent of this resolution and the resolutions described herein shall be and the same
hereby are in all respects ratified, approved and confirmed.
Section 7. Severability. If any section, paragraph, clause or provision of this resolution shall for
any reason be held invalid or unenforceable, the invalidity or unenforceability of such section,
paragraph, clause or provision shall not affect in any of the remaining sections, paragraphs,
clauses or provisions of this resolution.
Section 8. Repeal of Inconsistent Provisions. All bylaws, orders, resolutions, agreements or
parts of any thereof to the extent inconsistent with this resolution are hereby repealed only to the
extent of such inconsistency. This repealer shall not be construed as reviving any bylaws, order
or resolution or part thereof.
Section 9. Recitals. The foregoing recitals are true and correct.
Section 10. Effective Date. This Resolution shall take effect immediately upon its adoption.
Passed and Adopted on this 26th day of June 2018.
Steve Manos
Chair of the SRCEA Board
Attest:
Susan M. Domen, MMC
SRCEA Clerk
Resolution No. 2018-005
Page 3 of 3
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.
CITY OF LAKE ELSINORE )
I, Susan M. Domen, MMC, SRCEA Clerk, hereby certify that Resolution No. 2018-005 was duly
adopted by the Southwest Riverside County Energy Authority at a special meeting held on June
26, 2018, at which meeting a quorum of the members of the SRCEA Board of Directors were
present, and that the same was adopted by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Susan M. Domen, MMC
SRCEA Clerk