Agenda packet — California Choice Energy Authority (CalChoice) Board of Directors, July 8, 2025

City of Lancaster, Council Chamber
44933 Fern Ave., Lancaster CA 93534
Members of the public can observe the livestream of the meeting via Zoom by clicking:
https://cityoflancasterca-gov.zoom.us/j/ 89080929282
or telephonically by dialing:
(253) 215-8782
Meeting ID: 89080929282
Members of the public may also participate in this meeting at the following locations:

Members of the public can provide public comment in writing or orally in person as follows:

Written Comments: If you are unable to participate in person and you wish to make a comment, you may submit written comments up to 4 hours prior to the meeting via email to:

[email protected]. All written comments will be posted online and become part of the meeting record. Public comments received in writing will not be read aloud at the meeting.

Oral Comments: Members of the public can address the Board on items on the agenda at the time the item is being addressed or during Public Comments for topics that are not listed on the agenda. Speakers are limited to three (3) minutes each. In conformance with the Brown Act, no Board action can occur on items presented during Public Comment.

If you desire to speak during Public Comment and are in person, please fill out a speaker card and submit it to CalChoice staff. If you are participating in a remote location, please identify yourself with a CalChoice representative. When you are called to speak, please come forward to the podium and state your name. To address the Board regarding an item on the agenda, please fill out a speaker card and submit it to the Board Secretary before the Board Chair announces the item.

Apple Valley Town Hall
14955 Dale Evans Parkway,
Conference Room #A.

Apple Valley, CA 92307
City of Palmdale
38250 Sierra Highway
Palmdale, CA 93550
City of Pico Rivera City Hall
6615 Passons Blvd.,
Main Conference Room
Pico Rivera, CA 90660
City of Pomona
752 Commercial St.

Green Conference Room
Pomona, CA 91768
City of Rancho Mirage
69-825 Highway 111
Conference Room 3
Rancho Mirage, CA 92270
City of San Jacinto
595 S. San Jacinto Ave
Finance Director’s Office
San Jacinto, CA 92583
City of Santa Barbara
801 Garden St, Suite 200,
Mission Creek Conference Room
Santa Barbara, CA 93101
2 California Choice Energy Authority Board Meeting Agenda July 8, 2025

CALL TO ORDER

ROLL CALL

FLAG SALUTE

BOARD COMMENTS & ANNOUNCEMENTS

PRESENTATIONS
New Business
Item 1: Consider Amended Agreement with City of San Jacinto for Interim Chief Executive Officer

RECOMMENDATION
Approve Amended Agreement with City of San Jacinto for Interim Chief Executive Officer for an amount not to exceed $144,000.

CLOSED SESSION
Conference with Legal Counsel – Existing Litigation (§ 54956.9) C.24-11-006, Clean Power Alliance, Central Coast Community Energy, California Choice Energy Authority, and Desert Community Energy, Complainants, v. Southern California Edison Company, Defendant.

PUBLIC COMMENT

BOARD MEMBER QUESTIONS

BOARD MEMBER REQUESTS FOR FUTURE AGENDA ITEMS
NEXT MEETING: Regular Board Meeting August 19, 2025
If you are an individual with a disability and need a reasonable modification or accommodation pursuant to the Americans with Disabilities Act (“ADA”), please contact [email protected] prior to the meeting for assistance.

STAFF REPORT
California Choice Energy Authority
07/08/25
Date: July 8, 2025
To: Chair Harris and Authority Members
From: Barbara Boswell, Treasurer
Item 1: Consider Approval of Amended Agreement with City of San Jacinto for Interim Chief Executive Officer
Recommendation:

1. Approve Amended Agreement with City of San Jacinto for Interim Chief Executive Officer for an amount not to exceed $144,000, effective July 1, 2025.

2. Authorize the Chief Executive Officer, or Designee, to execute all documents, subject to General Counsel approval.

Fiscal Impact:

Funds for the Agreement have been included in the approved FY 2025/26 budget.

Background:

At its June 10, 2025, Special Board Meeting, the CalChoice Board approved an agreement with City of San Jacinto for Interim Chief Executive Officer. San Jacinto has requested edits to the agreement, reflected in the attached redlined version. The amendments have been reviewed by, and are acceptable to the General Counsel. The amendments do not change the not to exceed amount or term of the agreement.

Attachment:

Amended Agreement with the City of San Jacinto for Interim Chief Executive Officer

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AGREEMENT BETWEEN THE

CALIFORNIA CHOICE ENERGY AUTHORITY

AND THE CITY OF SAN JACINTO
This agreement (Agreement) is made between the CALIFORNIA CHOICE ENERGY AUTHORITY (CalChoice) and THE CITY OF SAN JACINTO (CITY).

RECITALS
WHEREAS, CalChoice is a Joint Powers Authority established pursuant to Title 1, Division 7, Chapter 5 of the California Government Code; and WHEREAS, Section 2.4 of the CalChoice Third Amended and Restated Bylaws authorizes the Board of Directors to appoint a Chief Executive Officer who may be the City Manag r of the City of Lancaster; and
WHEREAS, effective June 30, 2025, Jason Caudle, who was previously the City Manager of the City of Lancaster and has served as Chief Executive Officer of CalChoice will no longer be available; and
WHEREAS, the CalChoice Board discussed options related to filling the Chief Executive Officer position effective July 1, 2025; and
WHEREAS, CalChoice desires to contract with the CITY OF SAN JACINTO to provide Interim Chief Executive Officer services by its City Manager, Rob Johnson; and WHEREAS, the CITY agrees to provide such services consistent with all applicable laws and regulations pursuant to the provisions of this Agreement; and WHEREAS, CalChoice and the CITY together agree to enter into this Agreement pursuant to the provisions of Title 1, Division 7, Chapter 5, Article 1 of the California Government Code (commencing with §6500).

In consideration of the mutual covenants and conditions, CalChoice and the CITY OF SAN JACINTO agree as follows:

TERMS AND CONDITIONS

1. PURPOSE
The purpose of this Agreement is for CalChoice to contract from the CITY OF SAN JACINTO certain Interim Chief Executive Officer services as CalChoice and the CITY OF SAN JACINTO have determined are necessary to enable CalChoice to meet the regulatory and legislated responsibilities of a public entity for compensation consistent with all applicable laws and regulations. This Agreement is entered into pursuant to the provisions of Title 1, Division 7, Chapter 5, Article 1 of the California Government Code (commencing with §6500). 2 | Page

2. TERM OF AGREEMENT
The term of this Agreement shall be for a period of twelve (12) months commencing on [date of execution] and ending on June 30, 2026, unless earlier terminated, extended, or modified as provided herein.

3. SCOPE OF SERVICES
The CITY OF SAN JACINTO agrees to provide Interim Chief Executive Officer services to CalChoice.

4. COMPENSATION
The CITY OF SAN JACINTO shall be compensated an amount not to exceed $144,000 annually, to be prorated based on the actual number of months the CITY provides the Interim Chief Executive Officer services.

5. PAYMENT OF COSTS
On a monthly basis, the CITY OF SAN JACINTO shall deliver to CalChoice an invoice for services provided, equivalent to 1/12 of the annual not to exceed amount, or $12,000 and any out of pocket expenses to be reimbursed. The invoice shall include a description of the out of pocket expenses and receipts.

A. Payment for the costs of services and materials provided by the CITY OF SAN JACINTO to CalChoice pursuant to this Agreement shall be made pursuant to the adopted budget approved by the CalChoice Governing Board.

B. CalChoice shall pay the amount indicated on the invoice within forty-five (45) days of the date of the invoice.

In the event CalChoice disputes an amount indicated on an invoice, such dispute shall be resolved in accordance with the conflict resolution procedures as set forth in Section 8 below.

In the event of a breach or termination of this Agreement, the CITY OF SAN JACINTO is entitled to payment for Services actually performed and materials actually provided as of the date of the breach or termination. In such event, the CITY OF LANCASTER shall provide a final invoice as set forth above detailing the out of pocket expenses and services provided for the period between the last date indicated on the previous invoice to the date of the breach or termination.

6. INDEMNITY AND LIABILITY
CalChoice and the CITY OF SAN JACINTO shall, to the extent authorized by law, indemnify and hold harmless each other, their agents and employees against all liabilities arising out of or connected with the performance of this Agreement. 3 | Page
In the event litigation is threatened or commenced by a third party regarding negligent acts or omissions of CalChoice, its officers, volunteers and authorized agents while performing services for the CalChoice to which the CITY OF SAN JACINTO becomes a party, CalChoice shall retain and bear all litigation costs of CalChoice and THE CITY OF SAN JACINTO engendered by such litigation.

In the event litigation is threatened or commenced by a third party regarding negligent acts or omissions of the CITY OF SAN JACINTO, its officers, employees, volunteers and authorized agents while performing services for the CITY OF SAN JACINTO to which CalChoice becomes a party, the CITY OF SAN JACINTO shall retain and bear all litigation costs of CalChoice and the CITY OF SAN JACINTO engendered by such litigation.

For the purposes of this section, negligent acts and omissions include, but are not limited to, the failure to lawfully perform the following: the adoption and implementation of rules, regulations, plans and policies; the issuance of permits; the issuance and management of grants and grant programs; the performance of duties under the California Environmental Quality Act (Pub. Res. Code 21000 et seq.); and the enforcement of rules, regulations, and orders of either CalChoice or the CITY OF SAN JACINTO. Notwithstanding the foregoing, the CITY OF SAN JACINTO staff will not be considered to be acting negligently if they properly carry out the rules, regulations, plans and policies adopted by CalChoice. CalChoice remains solely responsible for such rules, regulations, permit issuance, grant activities, plans and policies, as well as defending any third-party claim which challenges the enforceability and/or legality of same.

7. INSURANCE
Within thirty (30) days from the execution of this Agreement and for the term of this Agreement, the CITY OF SAN JACINTO will include CalChoice as an additional named insured on the CITY OF SAN JACINTO’S policies for workers’ compensation insurance and employment practices insurance.

CalChoice shall obtain and maintain general liability insurance, property insurance, vehicle comprehensive and collision insurance, errors and omissions insurance, and other insurance as approved by the CalChoice Governing Board at the expense of CalChoice.

8. CONFLICT RESOLUTION
Conflicts regarding the terms, provisions, nature, scope, delivery, provision of specific services or materials, or arising as a result of the implementation of this Agreement shall be resolved in the following manner:

A. The chair of the Governing board of CalChoice (the “Chair”) or the Mayor of the CITY OF SAN JACINTO (the “Mayor”) shall contact the other, inform him or her of the nature and scope of the conflict and attempt to resolve the conflict.

B. If the Chair and Mayor cannot resolve the conflict by discussion, each shall place an item on the agenda of the next regularly scheduled meetings for their respective Governing Board/City Council, respectively, regarding the conflict and appointment of Governing Board/City Council Members to a Conflict Resolution Committee.

C. The CalChoice Governing Board and the CITY OF SAN JACINTO City Council shall each appoint two (2) members to the Conflict Resolution Committee. 4 | Page
D. The Conflict Resolution committee shall schedule a meeting to occur within fifteen (15) days of the later of the CalChoice or the CITY OF SAN JACINTO Governing Board/City Council meeting at which members were appointed to the Conflict Resolution Committee. The Conflict Resolution Committee shall have fifteen (15) days from the date of the first meeting of the committee to attempt to resolve the conflict.

E. If the Conflict Resolution Committee fails to resolve the conflict within the time stated above, the matter shall be submitted to non-binding arbitration by either Party. Each Party agrees to bear one-half (1/2) the cost of obtaining such non-binding arbitration.

An impartial arbitrator shall be selected by alternately striking from a list provided by the California State Mediation and Conciliation Service who shall hear the matter and render a decision.

F. If either of the Governing Board/City Council elects not to accept the decision of the arbitrator at its next regularly scheduled meeting or the arbitrator fails to resolve the matter, either CalChoice or the CITY OF SAN JACINTO may terminate this Agreement in accordance with the terms set forth herein and pursue such remedies as may be available at law or in equity.

G. Each party reserves its rights and remedies to enforce the terms of this Agreement at law or in equity.

9. DUE DILIGENCE
Upon commencement of the term of this Agreement, the CITY OF SAN JACINTO agrees to perform with due diligence the services specified herein.

10. FEES, FINES, SUBVENTIONS, GRANTS AND OTHER REVENUE
All fees, fines, subventions, grants and other revenue owed to CalChoice pursuant to Federal, State or Agency law, rule, regulation, permit or order of a State or Federal Court of competent jurisdiction shall be received by CalChoice. In the event that any such fee, fine, subventions, grants and other revenue owed to CalChoice is received by the CITY OF SAN JACINTO, it shall be transferred to CalChoice immediately upon receipt and shall not affect payments made under this Agreement.

11. CONTRACT PERFORMANCE
The CITY OF SAN JACINTO agrees to make and maintain all records that are required by Federal or State law or Agency rule, regulation, permit or order or by an order of a State or Federal Court of competent jurisdiction and to transfer such records to CalChoice upon expiration or termination of this Agreement.

A Governing Board member of the respective Governing Boards of CalChoice and the CITY OF SAN JACINTO may attend any open session of Governing Board meetings of the other agency and any public meetings of the other agency which directly relate to the materials and services provided pursuant to this Agreement.
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12. COPYRIGHT MATERIALS
CalChoice reserves the right to any copyrightable materials developed pursuant to this agreement. Upon acceptance of the copyrightable materials, CalChoice shall have the right, title and interest, including trade secret and copyright interest, in the copyrightable materials. During the term of this Agreement, the CITY OF SAN JACINTO shall have a non-exclusive right to use, copy and otherwise benefit from such materials.

13. PRIVILEGES AND IMMUNITIES
Pursuant to the provisions of Government Code 6513 and any other applicable law, all of the privileges and immunities from liability, exceptions from laws, ordinances and rules, all pension, relief, disability, workers’ compensation and other benefits which apply to the activity of officers, agents or employees of the CITY OF SAN JACINTO shall apply to the same degree and extent while such officers, agents or employees of the CITY OF SAN JACINTO are engaged in the performance of any of their functions and duties within the jurisdiction of CalChoice or the CITY OF SAN JACINTO.

14. SUCCESSORS
Neither party will assign or transfer any rights or obligations under this Agreement without the written consent of the other.

Each party and their successors, legal representatives and to the extent permitted herein, their assigns, are hereby bound to the other party and to the successors, legal representatives and the assigns of the other party in respect to all covenants, agreements and obligations of this Agreement.

15. AMENDMENT
This Agreement and its Exhibits, as amended from time to time in accordance with the terms of this Agreement, constitute the entire agreement between the Parties and will supersede all prior written or oral understandings. This Agreement and its Exhibits, as amended, may only be amended, supplemented and modified by an executed written instrument as approved the Governing Board of CalChoice and the City Council of the CITY OF SAN JACINTO.

16. TERMINATION
The Governing Board and City Council of CalChoice or the CITY OF SAN JACINTO, respectively, may terminate this Agreement at any time by giving written notice to the other party 180 days in advance of the proposed termination, but not less than ninety (90) days before the effective date of the proposed termination.

In the event this Agreement is terminated, all finished and unfinished documents and other materials produced by the CITY OF SAN JACINTO pursuant to the terms of this Agreement shall be provided to CalChoice. If the Agreement is terminated by either party, the CITY OF SAN 6 | Page
JACINTO shall be paid all amounts due and unpaid, whether or not such amounts had been billed to CalChoice, as of the date of the termination subject to the resolution of any disputed amounts pursuant to the conflict resolution procedure set forth in Section 8 above.

17. EFFECTIVE DATE
This Agreement shall be effective [execution date] for the term specified in Section 2 above.

18. VENUE
The venue for any claims or actions brought related to or regarding this Agreement shall lie in the County of Los Angeles, California.

This Agreement is executed in the City of Lancaster, County of Los Angeles.

CALIFORNIA CHOICE ENERGY AUTHORITY CITY OF SAN JACINTO
BY: ____________________________ BY: __________________________ Jason Caudle Rob Johnson
Chief Executive Officer City Manager
DATED: ______________________ DATED: ______________________ ATTEST:
_______________________________
Susan Caputo, Board Secretary
APPROVED AS TO FORM:
_______________________________
Allison Burns, General Counsel

California Choice Energy Authority (CalChoice) Board of DirectorsJuly 8, 2025

California Choice Energy Authority (CalChoice) Board of Directors
July 8, 2025