1 | P a g e
AGREEMENT BETWEEN THE
CALIFORNIA CHOICE ENERGY AUTHORITY
AND THE CITY OF SAN JACINTO
This agreement (Agreement) is made between the CALIFORNIA CHOICE ENERGY AUTHORITY, a Joint Powers Authority organized under the laws of the State of California (CalChoice), and THE CITY OF SAN JACINTO, a California municipal corporation (CITY).
CalChoice and City shall be referred to herein individually as “Party” and collectively as “Parties.”
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 Manager 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 various options related to filling the Chief Executive Officer positon, effective July 1, 2025; and
WHEREAS, CalChoice desires to contract with the CITY to provide Interim Chief Executive Officer services through 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 agree as follows:
TERMS AND CONDITIONS
1. PURPOSE
The purpose of this Agreement is for CalChoice to contract with the CITY for certain Interim Chief Executive Officer services as the Parties 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 2 | P a g e
pursuant to the provisions of Title 1, Division 7, Chapter 5, Article 1 of the California Government Code (commencing with §6500).
2. TERM OF AGREEMENT
The term of this Agreement shall be for a period of twelve (12) months commencing on June 30, 2025 and ending on June 30, 2026, unless earlier terminated, extended, or modified as provided herein.
3. SCOPE OF SERVICES
The CITY agrees to provide Interim Chief Executive Officer services (the “Services”) to CalChoice.
4. COMPENSATION
The CITY shall be compensated an amount not to exceed One Hundred Forty-Four Thousand Dollars and Zero Cents ($144,000.00), to be prorated based on the actual number of months the CITY provides the Services.
5. PAYMENT OF COSTS
On a monthly basis, the CITY shall deliver to CalChoice an invoice for the Services provided, equivalent to 1/12 of the 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 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 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 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 (each, an “Indemnifying Party”) shall, to the extent authorized by law, indemnify, defend, and hold harmless the other Party, its officers, officials, employees, agents, 3 | P a g e
and volunteers (collectively, “Indemnified Parties”) from and against any and all claims, demands, actions, liabilities, damages, losses, or expenses, including reasonable attorneys’ fees and costs, arising out of or related to the Indemnifying Party’s performance of this Agreement; provided, however, that no Party shall be obligated to indemnify the other for any claims or liabilities arising from the negligence or willful misconduct of the Indemnified Parties.
In the event of concurrent liability, each Party’s obligation to indemnify shall be proportionate to its degree of fault. 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. Notwithstanding the foregoing, CITY 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 will include CalChoice as an additional named insured on the CITY’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 (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’S City Council shall each appoint two (2) members to the Conflict Resolution Committee.
D. The Conflict Resolution committee shall schedule a meeting to occur within fifteen (15) days of the later of the CalChoice or the CITY’S Governing Board/City Council meeting at which members were appointed to the Conflict Resolution Committee. The 4 | P a g e
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 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 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, it shall be transferred to CalChoice immediately upon receipt and shall not affect payments made under this Agreement.
11. CONTRACT PERFORMANCE
The CITY 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 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.
12. COPYRIGHT MATERIALS
5 | P a g e
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 copy right interest, in the copyrightable materials. During the term of this Agreement, the CITY 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 shall apply to the same degree and extent while such officers, agents or employees of the CITY are engaged in the performance of any of their functions and duties within the jurisdiction of CalChoice or the CITY.
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.
16. TERMINATION
The Governing Board of CalChoice or the City Council of the CITY may terminate this Agreement at any time, with or without cause, by giving written notice to the other Party thirty (30) days in advance of the proposed termination.
In the event this Agreement is terminated, all finished and unfinished documents and other materials produced by the CITY pursuant to the terms of this Agreement shall be provided to CalChoice. If the Agreement is terminated by either Party, the CITY 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.
6 | P a g e
17. EFFECTIVE DATE
This Agreement shall be effective June 30, 2025, 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 Riverside, California.
This Agreement is executed in the City of San Jacinto, County of Riverside.
CALIFORNIA CHOICE ENERGY AUTHORITY: CITY OF SAN JACINTO:
BY: ____________________________ BY: __________________________ Jason Caudle Robert A. Johnson
Chief Executive Officer City Manager
DATED: ______________________ DATED: ______________________ ATTEST:
_______________________________
Susan Caputo, Board Secretary
APPROVED AS TO FORM:
_______________________________
Allison Burns, General Counsel