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HomeMy WebLinkAboutCC Reso 2022-72 - Approving State's Clean Fule Reward Program and Utility Joinder Agmt RESOLUTION 2022-72 RESOLUTION OF THE CITY COUNCIL FOR THE CITY OF UKIAH APPROVING THE CITY'S PARTICIPATION IN THE STATE'S CLEAN FUEL REWARD PROGRAM AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE ELECTRIC DISTRIBUTION UTILITY JOINDER TO THE CLEAN FUEL REWARD GOVERNANCE AGREEMENT WHEREAS, in 2019, the California Air Resources Board Instituted the Clean Fuel Reward (CFR) as a new statewide point-of-purchase cash rebate program at participating car dealerships, under the state's Low Carbon Fuel Standard (LCFS) regulation; WHEREAS, the LCFS regulation requires electric distribution utilities such as Ukiah, which receive funds through the LCFS program, to contribute 2% of these funds to the CFR program from 2023 forward; WHEREAS, participating electric distribution utilities collaboratively developed CFR Program Governance Agreement to fund and administer the EV rebate program, and the California Public Utilities Commission approved the agreement in January 2020; WHEREAS, participating in the LCFS program has been beneficial to the Ukiah community by garnering thousands of dollars in funding to facilitate EV adoption in the City, and participating in the CFR program will meet the needs of the community by seamlessly reducing the purchase price of EVs at the point-of- purchase; WHEREAS, the City's cost of participating in the CFR program is estimated to be $500-$1,000 per year, with an initial deposit of $5,125 to be paid by January 31, 2023 and will be funded by the City's LCFS Program revenues, with no ratepayer impacts; NOW, THEREFORE BE IT RESOLVED, that the City Council of the City of Ukiah SECTION 1. Approves the City's participation in the State's Clean Fuel Reward Program,which will provide rebates for Electric Vehicles at the point of purchase; SECTION 2. Approves the Northern California Power Agency (NCPA) to be the City's initial authorized representative on the Clean Fuel Reward Program Steering Committee; SECTION 3. Delegates authority to the City Manager and/or his designee to execute the Participating Electric Distribution Utility Joinder to the Clean Fuel Reward (CFR) Program Governance Agreement (Exhibit A). PASSED, ADOPTED and APPROVED this 2"d day of November, 2022, by the following vote on roll call: AYES: Councilmembers Orozco, Crane, Rodin, Duenas, and Mayor Brown NOES: None ABSENT: None ABSTAIN: None Jim O. Brown, Mayor ATTEST: t��6xe-2 et,,, 16 Kristine Lawler, City Clerk Page '1 of 3 EXHIBIT A PARTICIPATING EDU JOINDER This JOINDER AGREEMENT ("Joinder Agreement"), dated as of , 2022 is made by the CITY OF UKIAH, a California municipal corporation (the "Joining EDU"), and delivered to Southern California Edison Company, in its capacity as Program Administrator (in such capacity and together with any successors in such capacity, the "Program Administrator") under that certain Governance Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Governance Agreement"; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Governance Agreement), dated as of March 3, 2020, made by and among Pacific Gas and Electric Company, San Diego Gas & Electric Company, Southern California Edison Company, Los Angeles Department of Water& Power, Sacramento Municipal Utility District, and the other electric distribution utilities ("EDUs) party thereto. WHEREAS,the Joining EDU is an EDU operating in the State of California and desires to participate in the CFR Program developed and implemented by the EDUs that are parties to the Governance Agreement and, in order to participate in the CFR Program, the Joining EDU is required by the terms of the Governance Agreement and the LCFS Regulation to be joined as a party to the Governance Agreement as a Participating EDU; and WHEREAS, this Joinder Agreement supplements the Governance Agreement and is delivered by the Joining EDU pursuant to Section Error! Reference source not found. of the Governance Agreement; and WHEREAS, the Joining EDU will materially benefit directly and indirectly from (i) the CFR Program and from the LCFS Base Credits made available and to be made available by CARB to the Joining EDU as a participant in the CFR Program and a Participating EDU under the Governance Agreement, and (ii) from the Program Administrator's administration of the CFR Program on behalf of the Joining EDU and all Participating EDU; and NOW THEREFORE, the Joining EDU hereby agrees as follows with the Program Administrator and each other Party to the Governance Agreement: 1. Joinder. The Joining EDU hereby irrevocably, absolutely and unconditionally becomes a party to the Governance Agreement as a Participating EDU, as a Party, and in each other capacity (e.g., POU, IOU, Northern EDU, Southern EDU, etc.) under the Governance Agreement that is applicable to the Joining EDU as a Participating EDU and Party thereunder, and agrees to be bound by all the terms, conditions, covenants, obligations, liabilities and undertakings applicable to any such Participating EDU or Party, or to which any such Participating EDU or Party is subject thereunder, all with the same force and effect as if the Joining EDU were an original signatory to the Governance Agreement. Without limiting the generality of the foregoing, (a) the Joining EDU hereby designates and authorizes the Program Administrator to act on its behalf as the Program Administrator under the Governance Agreement and under any Program Agreement, and authorizes the Program Administrator to take such actions on its behalf and to exercise such powers as are delegated to the Program Administrator by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto or as otherwise determined by the Steering Committee, in each case in accordance with the terms and conditions of and for the time period set forth in the Governance Agreement, and (b) the Joining EDU, on its own behalf and on behalf of its Related Entities, does hereby irrevocably, unconditionally, voluntarily, knowingly, fully, finally, completely, and forever grant and make the Release and Covenant Not to Sue, and agrees to the indemnification and other obligations, set forth in Error! Reference source not found. of the Governance Agreement with full knowledge and in full agreement with all of the terms, conditions and obligations set forth therein and without limiting the generality of the foregoing expressly acknowledges and agrees that it has been advised of, and does hereby specifically and expressly waive and release all rights under, the provisions of Section 1542 of the Civil Code of California, which provides as follows: Page 2 of 3 "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." 2. Affirmations. The Joining EDU hereby makes each of the representations and warranties and agrees to each of the covenants contained in the Governance Agreement that is made by any Participating EDU, Party, and in each other capacity under the Governance Agreement that is applicable to the Joining EDU as a Participating EDU and Party thereunder. The Joining EDU also represents and warrants to the Program Administrator and to each other Party that (a) it has the power and authority, and the legal right, to make, deliver and perform this Joinder Agreement and has taken all necessary action to authorize the execution, delivery and performance of this Joinder Agreement, (b) no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person that has not been obtained, made or completed is required in connection with the execution, delivery and performance, validity or enforceability of this Joinder Agreement, (c) this Joinder Agreement has been duly and validly executed and delivered on behalf of the Joining EDU, (d) the execution, delivery and performance of this Agreement by such Joining EDU will not violate, conflict with, require consent under or result in any breach or default under (i) any of such Joining EDU's organizational, governing or charter documents, (ii) any applicable law, or(iii) with or without notice or lapse of time or both, the provisions of any material contract or agreement to which such Joining EDU is a party or to which any of its material assets are bound, and (e)this Joinder Agreement constitutes a legal, valid and binding obligation of the Joining EDU enforceable against such Joining EDU in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. 3. Miscellaneous. Error! Reference source not found. of the Governance Agreement is hereby incorporated into this Joinder Agreement by reference and shall be a part hereof, mutatis mutandis. IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. CITY OF UKIAH By Name: Title: Contact Information for Notices: If not already listed on Schedule Error! Reference source not found. to the Governance Agreement, the Join in EDU hereby elects to be listed thereon as a Northern EDU. AGREED TO AND ACCEPTED: Southern California Edison Company, as Program Administrator By Name: Title: Contact Information for Notices: Page 3 of 3