CC Resolution 2025-007 CV Power Agency JPARESOLUTION NO. 2025 — 007
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
LA QUINTA, CALIFORNIA, AUTHORIZING THE CITY OF
LA QUINTA AS A MEMBER OF THE COACHELLA VALLEY
POWER AGENCY, A JOINT EXERCISE OF POWERS
AGENCY
WHEREAS, the 99-year Agreement of Compromise between the Coachella Valley
Water District (CVWD) and Imperial Irrigation District (IID), making IID the electrical
service provider for the City of La Quinta and the greater Coachella Valley expires on
December 31, 2032; and
WHEREAS, the IID Board of Directors is comprised of five officials elected by
registered voters within IID's jurisdictional boundary, which is limited to Imperial County;
and
WHEREAS, Riverside County's voters have never been eligible to serve on IID's
Board of Directors or vote in IID's elections even though approximately 65% of IID's
energy revenues are generated by ratepayers in the Coachella Valley; and
WHEREAS, increasing population, new developments, electrical system reliability,
aging infrastructure, capacity limitations, occasional power service outages, and enabling
the timely implementation of electric power capital improvements are issues, among
others, that have driven the need for Coachella Valley stakeholders to provide oversight
on electrical service matters; and
WHEREAS, addressing the growing electrical infrastructure needs in the
Coachella Valley communities served by IID is an imperative priority for the City of La
Quinta and the region; and
WHEREAS, on December 3, 2024, the City Council expressed support for that
certain Joint Powers Agreement (JPA), incorporated herewith as Exhibit A, for the
formation and governance of a new joint exercise of powers agency, the Coachella Valley
Power Agency (CVPA), an independent public agency to be formed and operating under
the powers and obligations pursuant to the Joint Exercise of Powers Act, California
Government Code Section 6500 et seq., which independent public agency would give
stakeholders the authority to address electrical infrastructure needs and services; and
WHEREAS, on December 12, 2024, the IID Coachella Valley Energy Commission
(disbanded effective December 31, 2024) adopted a resolution endorsing the draft JPA
for the CVPA as the best way to move forward; and
Resolution No. 2025 — 007
Authorizing La Quinta's Membership in the Coachella Valley Power Agency
Adopted: April 1, 2025
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WHEREAS, on March 18, 2025, the City Council at its regular meeting approved
the JPA for the CVPA and directed staff to bring back a resolution to memorialize the
authorization for the City of La Quinta to be a Member of the CVPA; and
WHEREAS, the CVPA represents a collaborative approach of various
stakeholders to address representation and electrical infrastructure needs of the
Coachella Valley; and
WHEREAS, members of the CVPA would have the ability to exercise powers to
promote, develop, conduct, operate, and manage energy generation and distribution in
the eastern Coachella Valley toward achieving reliable, cost-effective public power; and
WHEREAS, the JPA lists the proposed initial members of the CVPA, which include
the Cities of La Quinta, Indio, Coachella, Indian Wells, Palm Desert, and Rancho Mirage,
as well as Riverside County and specified local Native Tribes; and
WHEREAS, the JPA sets forth various terms and conditions to govern the CVPA,
including regular quarterly meetings, procedures for requesting and approving weighted
voting, and adopting bylaws and other governing documents; and
WHEREAS, the Coachella Valley Association of Governments (CVAG) is the entity
that, in accordance with the JPA, will administer and manage the CVPA at the beginning
of its formation while the CVPA works to hire its own staff.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
La Quinta, California, as follows:
SECTION 1. The foregoing recitals are true and correct, and constitute the
findings of the City Council.
SECTION 2. That the City Council hereby authorizes the City of La Quinta to be a
Member of the Coachella Valley Power Agency, a California Joint Exercise of Powers
Agency established and operating pursuant to the Joint Exercise of Power Act,
Government Code Section 6500 et seq.
SECTION 3. The authorization for the City of La Quinta to be a Member of the
Coachella Valley Power Agency shall remain in place unless and until either: (a) the City
Council adopts a Resolution to withdraw as a Member pursuant to applicable terms and
conditions in the Joint Powers Agreement for the Coachella Valley Power Agency, or (b)
the Coachella Valley Power Agency is terminated pursuant to the Joint Powers
Agreement, the provisions of the Joint Exercise of Powers Act, or other applicable law.
SECTION 4. The City Manager, or designee, is hereby authorized and directed to
take such other and further actions, and execute such other and further agreements and
Resolution No. 2025 — 007
Authorizing La Quinta's Membership in the Coachella Valley Power Agency
Adopted: April 1, 2025
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documents, as are necessary and proper in order to implement this Resolution on behalf
of the City.
SECTION 6. This Resolution shall go into effect upon adoption.
PASSED, APPROVED, and ADOPTED at a regular meeting of the La Quinta City
Council held on this 1st day of April 2025, by the following vote:
AYES: Councilmembers Fitzpatrick, McGarrey, Sanchez, and Mayor Evans
NOES: None
ABSENT: None
ABSTAIN: Councilmember Pena
LINDA EVANS, Mayor
City of La Quinta, California
ATTEST:
MONIKA RADEVA, City Clerk
City of La Quinta, California
APPROVED AS TO FORM:
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
Resolution No. 2025-007
Coachella Valley Power Agency JPA
Adopted: April 1, 2025
COACHELLA VALLEY POWER AGENCY
JOINT POWERS AGREEMENT
Among the Following Parties:
Augustine Band of Cahuilla Indians
Cabazon Band of Cahuilla Indians
City of Coachella
Coachella Valley Water District
Torres Martinez Desert Cahuilla Indians
City of Indio
City of Indian Wells
City of La Quinta
Twenty -Nine Palms Band of Mission Indians
City of Palm Desert
County of Riverside
City of Rancho Mirage
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COACHELLA VALLEY POWER AGENCY
JOINT POWERS AGREEMENT
This Joint Powers Agreement ("Agreement"), dated for reference purposes as of May 1,
2025, 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 parties set forth in Exhibit B (individually "Party" or
"Member", collectively "Parties" or "Members"). The term "Parties" or "Members" shall
also include an incorporated municipality, county, Indian tribe or other eligible entity
added to this Agreement in accordance with Section 2.4.
RECITALS
A. Chapter 5 of Division 7 of Title 1 of the California Government Code (the
"Act") authorizes the Parties to create a joint exercise of powers entity
which has the power to exercise any powers common to the Parties and
to exercise additional powers granted to it under the Act or other
California statutes, as applicable.
B. The Parties share various powers under California law, including but not
limited to the power to manage, own, operate, purchase, supply,
transport, aggregate electricity related enterprises, facilities, equipment,
and programs for themselves and customers within their jurisdictions.
C. The Parties, by and through this Agreement, desire to establish a
separate public agency, known as the Coachella Valley Power Agency, or
CVPA, under the provisions of the Act (including without limitation Section
6502.1 of the Act), in order to collectively: (i) work collaboratively with the
Imperial Irrigation District ("IID") to enable flexibility in addressing the
unique needs of CVPA, subgroups of its Members and each of its
Members concerning generation and distribution electric services in the
eastern Coachella Valley, and (ii) evaluate pathways to transition into a
standalone provider of electric generation and distribution services in the
eastern Coachella Valley.
D. The purpose of this Agreement is to establish an independent public
agency, in order to exercise powers common to each Party, and to
exercise additional powers granted to it under the Act and or other
relevant legislative authorization(s), including to promote, develop,
conduct, operate, and manage energy generation and distribution in the
eastern Coachella Valley toward achieving reliable, cost-effective public
power.
E. The purpose and intent further include long- and short-term investigation
for establishing a stand-alone, integrated publicly -owned electric utility
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that is locally controlled and supports anticipated growth and
development in eastern Coachella Valley, delivery of cost -competitive
electricity, product choice, price stability, and augments energy -related
climate goals of the Members.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
conditions hereinafter set forth, it is agreed by and among the Parties as follows:
ARTICLE 1: DEFINITIONS AND EXHIBITS
1.1 Definitions. Capitalized terms used in the Agreement shall have the
meanings specified in Exhibit A, unless the context requires otherwise.
1.2 Documents Included. This Agreement consists of this document and the
following exhibits, all of which are hereby incorporated into this
Agreement.
Exhibit A: Definitions
Exhibit B: List of the Proposed Initial Parties
Exhibit C: Annual Energy Use
Exhibit D: Voting Shares
Exhibit E: Signatures
ARTICLE 2: FORMATION OF COACHELLA VALLEY POWER AGENCY
2.1 Effective Date and Term. This Agreement shall become effective and
CVPA shall exist as a separate public agency on May 1, 2025, or when
at least three of the proposed initial Parties listed in Section 2.4.1
representing a total of at least 50% of the "Annual Energy %" listed in
Exhibit C execute this Agreement, whichever occurs later. CVPA shall
provide notice to the Parties of the Effective Date. CVPA shall continue
to exist, and this Agreement shall be effective, until this Agreement is
terminated in accordance with Section 6.4, subject to the rights of the
Parties to withdraw from CVPA.
2.2 Formation. There is formed as of the Effective Date a public agency
named Coachella Valley Power Agency. Pursuant to Sections 6506 and
6507 of the Act, CVPA is a public agency separate from the Parties.
Pursuant to Section 6508.1 of the Act, the debts, liabilities or obligations
of CVPA shall not be debts, liabilities or obligations of the individual
Parties unless the governing board of a Party agrees in writing to
assume any of the debts, liabilities or obligations of CVPA. A Party who
has not agreed to assume a CVPA debt, liability or obligation shall not be
responsible in any way for such debt, liability or obligation even if a
majority of the Parties agree to assume the debt, liability or obligation of
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CVPA. Notwithstanding the above, if CVPA contracts with a public
retirement system, the above provisions shall not apply with respect to
the retirement liabilities of CVPA pursuant to Section 6508.1 of the Act.
Notwithstanding Section 7.5 of this Agreement, this Section 2.2 may not
be amended unless such amendment is approved by the governing body
of each Party.
2.2.1 Name. CVPA may change its name at any time through adoption of
a resolution of the Board of Directors.
2.3 Purpose. The purpose of this Agreement is to establish an independent
public agency in order to exercise powers common to each Party, and to
exercise additional powers granted to it under the Act and or other
relevant legislative authorization(s), in order to collectively address the
unique needs of CVPA and each of its members concerning electric
service in the eastern Coachella Valley and study and evaluate pathways
to a transition to a standalone provider of electrical services in the
eastern Coachella Valley. The purpose and intent further include long -
and short-term investigation, planning, constructing, owning, operating
and managing power generation and delivery facilities through
collaborative arrangements with one or more power related
organizations. Such investigations could include any or all of the
following:
a. Providing IID with the flexibility and ability to address the unique
concerns and needs of CVPA and its individual Members, wherein it may
be appropriate to apply rates, rules, regulations, and/or orders within the
Coachella Valley that may differ from the rates, rules, regulations, and/or
orders applicable to electric service within IID's general jurisdictional
boundary.
b. Evaluating pathways to a transition to a standalone provider of
electrical services in the eastern Coachella Valley.
c. Establishing a stand-alone, integrated publicly owned
utility.
d. Planning, constructing, owning, operating and managing
electric power generation and distribution facilities within or for
the benefit of the jurisdictions of the Parties within the eastern
Coachella Valley.
e. Providing electric power and other forms of energy and
energy services to customers at a competitive cost.
f. Promoting long-term electric rate stability, energy security,
quality and reliability for residents through local control of electric
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generation resources and other energy related equipment and
facilities.
g. Providing a vehicle for Parties to discuss, plan, implement
and manage energy related policies which may benefit the
Parties and the constituencies they represent.
h. Reviewing, promoting and administering, as applicable,
effective and efficient use and allocation of Public Benefits
Charge(s) pursuant to California Public Utilities Commission
collection of such charges, or similar successor charges, for
Members of CVPA.
Carrying out efficiency and conservation programs related
to energy consumption.
j. Coordinating, cooperating and contracting with other
energy related organizations to attain and improve energy
production, efficiency and delivery facilities affecting the Parties
and neighboring jurisdictions.
k. Entering into collaborative relationships with neighboring
public power entities and other organizations and companies to
help achieve the power supply generation and delivery goals of the
Parties.
Stimulating and sustaining the local economy by
developing local jobs in renewable and conventional energy.
2.4 Membership in CVPA.
2.4.1 The eligible initial Members of CVPA are the Augustine Band of
Cahuilla Indians, the Cabazon Band of Cahuilla Indians, the City
of Coachella, the Coachella Valley Water District, the Torres
Martinez Desert Cahuilla Indians, the City of Indio, the City of
Indian Wells, the City of La Quinta, the Twenty -Nine Palms Band
of Mission Indians, the City of Palm Desert, the County of
Riverside, and the City of Rancho Mirage. Any of the above -
named eligible initial Members may join CVPA by approving and
executing this Agreement before or after the Effective Date and
delivering a copy of the executed Agreement to the Members
and, if this Agreement is already effective, the CVPA secretary.
2.4.2 Any other city, county or other eligible party may request to
become a member of CVPA by submitting a resolution adopted by
its City Council, Board of Supervisors, Tribal Council, Board of
Directors or other official governing body, to the Board of CVPA.
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The Board shall review the request and shall vote to approve or
disapprove the request. Such request shall be subject to
approval by two-thirds of the Board as described in Section 3.8.3.
The Board may establish conditions, including but not limited to
financial conditions, under which the prospective member may
become a member of CVPA. The Board shall notify the then
Members of CVPA of this request and the date that the request
will be on the Board's meeting agenda for action. The date set for
Board action shall be at least forty-five (45) days from the date
the notice is mailed to the Members. If the request is approved
by the Board, the city, county or other eligible party shall become
a member of CVPA under the terms and conditions set forth by
the Board and upon approval and execution of this Agreement by
the requesting city, county, or party.
2.4.3 Nothing in this Agreement shall preclude a Party from
establishing or operating a municipal electric utility, either as a
separate legal entity or as a utility service provided by the
establishing Party.
2.5 Powers. CVPA shall have all powers common to the Parties and such
additional powers accorded to it by law. CVPA 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 powers, subject to the
voting requirements set forth in Section 3.8:
2.5.1 to make and enter into contracts;
2.5.2 to employ agents and employees, including but not limited to an
Executive Officer;
2.5.3 to lease, acquire, construct, contract, manage, maintain, and
operate any buildings, infrastructure, works, or improvements;
2.5.4 to acquire property by eminent domain, or otherwise, except as
limited under Section 6508 of the Act, and to hold or dispose of
any property, improvements or equipment; however, CVPA shall
not exercise the power of eminent domain within the jurisdiction
of a Party over its objection without first meeting and conferring in
good faith;
2.5.5 to sue and be sued in its own name;
2.5.6 to incur debts, liabilities, and obligations, including but not limited to
loans from private lending sources pursuant to its temporary
borrowing powers such as Government Code Sections 53850 et
seq. and authority under the Act;
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2.5.7 to form subsidiary or independent corporations or entities, if
necessary, to carry out energy supply, energy delivery and energy
conservation programs at the lowest reasonable cost or to take
advantage of legislative or regulatory programs and funding;
2.5.8 to issue revenue bonds and other forms of indebtedness;
2.5.9 to apply for, accept, and receive all licenses, permits, grants, loans
or other aids from any federal, state, or local public agency or
individuals or private entities;
2.5.10 to submit documentation and notices, register, and comply with
orders, tariffs and agreements for the establishment and
implementation of CVPA's services, facilities and other energy
programs;
2.5.11 to adopt ordinances, policies, bylaws, rules, and regulations
related to CVPA operations;
2.5.12 to establish ordinances, policies, rules, rates, fees, charges and
surcharges (including without limitation development impact fees)
related to the acquisition, generation, and distribution of energy,
the provision of energy services, the acquisition of land,
improvements and equipment related thereto, and programs,
projects and general operations undertaken within Member
service territories;
2.5.13 to make and enter into service agreements relating to the
provision of services necessary to plan, implement, construct,
own, operate and administer CVPA energy services, programs,
including the acquisition of electric power supply and electric
generation and distribution facilities, and the provision of retail
and regulatory support services;
2.5.14 to invest money in its treasury, pursuant to Government Code
Section 6505.5 et seq., that is not required for the immediate
necessities of CVPA, as CVPA determines advisable, in the same
manner and on the same conditions as local agencies pursuant to
Government Code Section 53601, et seq.;
2.5.15 to assume the rights and obligations of any Member related to the
purpose of this Agreement, and to assume the rights and
obligations of any other public agency or utility by agreement or
other lawful method;
2.5.16 to carry out and enforce all provisions of this Agreement;
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2.5.17 to exercise any and all powers which are provided for in the Act,
as they exist on the Effective Date of this Agreement or may
hereafter be amended; and
2.5.18 to permit additional parties to enter into this Agreement after the
Effective Date.
2.6 Limitation on Powers. CVPA shall, in addition, have all implied powers
necessary to perform its functions. It shall exercise its powers only in a manner
consistent with the provisions of applicable law, this Agreement and its bylaws.
In accordance with Government Code Section 6509, the powers of CVPA shall
be exercised in the manner prescribed in the Joint Exercise of Powers Act,
Government Code Sections 6500 et seq., as that Act now exists and may
hereafter be amended, and shall be subject to the restrictions upon the manner
of exercising such powers that are imposed upon the City of Palm Desert, a
charter city, in the exercise of similar powers; provided, however, that if the City
of Palm Desert does not become a member or shall cease to be a Member, then
CVPA shall be restricted in the exercise of its power in the same manner as the
City of La Quinta, a charter city.
ARTICLE 3: GOVERNANCE AND INTERNAL ORGANIZATION
3.1 Governing Body. CVPA shall be governed by a legislative body known
as the Board of Directors ("Board"). The Board shall consist of one (1)
Director appointed by each of the Members. Each Director shall serve at
the pleasure of the governing body of the Party appointing such Director,
and may be removed as Director by such governing board at any time. If
at any time a vacancy occurs on the Board, a replacement shall be
appointed by the affected Party to fill the position of the previous Director
within 30 days of the date that such position becomes vacant. Directors
shall be elected officials of the appointing Party that is a signatory to this
Agreement. Each Party may appoint an alternate to serve in the
absence of its Director. Alternates shall be elected officials of the
appointing Party that is the signatory to this Agreement. The County of
Riverside may designate an alternate that is an elected official from any
District 4 agency which is not a member of CVPA, given that such
agency's jurisdiction falls wholly or in part within the jurisdictional
boundaries of CVPA. The Board shall exercise all powers and conduct all
business of CVPA, either directly or by delegation to other bodies or
persons pursuant to this Agreement. For any vacancy in Director and
Alternate positions, quorum determination and Board voting mechanisms
shall be adjusted as provided in Sections 3.7 and 3.8 of this Agreement.
The governing body of a Member may designate a duly appointed
Director from another Member to represent and vote on behalf of such
designating Member on all CVPA matters affecting the designating
Member. Such designation as a proxy must be made annually in writing
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at least thirty (30) days before the start of a new CVPA fiscal year and
must be effective for the entirety of the forthcoming fiscal year. For the
fiscal year in which this Agreement becomes effective, a written notice by
a Member designating another Member to act on its behalf may be
submitted at any time and will remain in effect for the remainder of that
fiscal year. If a designating Member's Director (or Alternate) is present at
any CVPA meeting, such Director (or Alternate) may participate directly
on its own behalf.
If additional cities, counties or other eligible entities join CVPA, as set
forth in Section 2.4, each city, county or other eligible entity that becomes
a member of CVPA shall be entitled to one (1) Director and one (1)
Alternate appointed as set forth above.
Ex Officio Directors. The Board may appoint ex officio members of the
Board. Ex officio directors shall receive all meeting notices, shall have
the right to participate in Board discussions and the right to place items
on the agenda but shall not be counted towards a quorum or attend
closed session and shall have no vote.
3.2 Regular Board Meetings. The Board shall hold at least one regular
quarterly meeting and shall provide for such other regular meetings as it
deems necessary. Meetings of the Board shall be held at such locations
as authorized under the Ralph M. Brown Act (California Government
Code Sections 54950 et seq.), and at such times as may be designated
from time to time by the Board. Directors may participate in meetings
telephonically or electronically, with full voting rights, only to the extent
permitted by law. All meetings shall be conducted in accordance with the
provisions of the Ralph M. Brown Act.
3.3 Special Meetings of the Board. Subject to all noticing requirements of
the Ralph M. Brown Act, special meetings of the Board may be called in
accordance with the provisions of California Government Code Sections
54956 and 54956.5, to be held at such times and places within one of
the member jurisdictions as may be ordered by the Chair (and at such
other locations as allowed under the Ralph M. Brown Act). A majority of
the Board may also call a special meeting for any purpose.
3.4 Chair and Vice -Chair. The Directors shall select, from among
themselves, a Chair, who shall be the presiding officer of all Board
meetings, and a Vice Chair, who shall serve in the absence of the Chair.
The Chair and Vice Chair shall serve at the pleasure of the Board.
There shall be no limit on the number of terms held by either the Chair or
Vice Chair.
3.5 Conduct of Meetings. The Chair or, in the absence of the Chair, the Vice -
Chair, shall preside at all meetings of the Board.
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3.6 Resignation of a Director. Any Director may resign effective on giving
written notice to the Board Chair or CVPA secretary, unless the notice
specifies a later time for the effectiveness of such resignation. A
successor shall be appointed by the affected Member as provided for in
this Agreement.
3.7 Quorum. A quorum for the transaction of business shall exist if a
meeting is attended by at least three (3) Directors representing more
than 50% of the Weighted Voting Shares of the Parties.
A quorum shall exist for the transaction of business if a meeting is
attended by at least three (3) Directors representing a majority of the of
the Members based on Weighted Vote Shares as described in 3.17.1(c)
of this Agreement. In all instances a quorum must consist of at least three
(3) Directors physically or telephonically present pursuant to the Ralph M.
Brown Act. Ex officio, non -voting directors shall not be included when
calculating the number of Directors necessary to constitute a quorum or
the number of votes necessary to approve an action. In the event that a
Member has failed to designate a Director, or a Member's designated
Director has died, resigned, left office, been removed from office, and a
replacement Director has not yet been designated, and there is no
designated Alternate, and there is no other Member's representative
designated to act on the designating Member's behalf by proxy, such
that a Member has no duly acting representative on the Board, then that
Member's vacant Board position shall not be included when calculating
the number of Directors necessary to constitute a quorum or the number
of votes necessary to approve an action.
No action may be taken by the Directors if a quorum of the Board is not
present. In the absence of a quorum, any meeting of the Board may be
adjourned from time to time by a vote of the majority present, but no
other business may be transacted except as provided for in this Section.
If any Member's Director, Alternate and designated proxy representative
has been absent from three (3) or more consecutive Board meetings,
that Member's Director and Alternate positions shall automatically
become vacant and any proxy designation shall automatically be
temporarily invalidated, each upon the conclusion of such third
consecutive Board meeting at which the Member was not represented.
Thereafter, such Member shall not be included when calculating the
number of Directors necessary to constitute a quorum or the number of
votes necessary to approve an action until the Member has filled the
vacancy or vacancies in the Director and Alternate positions or
redesignated its proxy for the applicable fiscal year, and such appointed
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or reappointed Director, Alternate, or designated proxy attends a
subsequent Board meeting.
3.8 Voting. Except as otherwise expressly provided in this Agreement or
required by law, every act or decision by the Board shall be made by:
(1) an affirmative vote of a majority of all Directors who are present at the
meeting ("Equal Vote"); or (2) if requested as described below, an
affirmative vote of at least three (3) Directors representing a majority of
the Weighted Vote Share of the Members represented at the meeting
("Weighted Vote"). "Weighted Vote Share" is defined below.
3.8.1 Weighted Vote and Weighted Vote Shares
Upon request of one (1) or more Directors, a Weighted Vote will
be conducted. Each Member shall have a "Weighted Vote Share"
as determined by the following formula:
((Total Annual Energy Use (expressed in MWh) in the
Member's jurisdiction / combined Total Annual Energy Use
in all Members' represented at the meeting], expressed as
a percentage to two decimal places.
Annual Energy Use values are to be based on total actual or
estimated retail energy sales or consumption of all Members'
respective electric customer (or Member) accounts, as applicable,
as of December 31 of the most recent year for which such data is
available. In the absence of actual data, the Board may approve
the use of reasonably estimated Annual Energy Use values or
other suitable method for determining or estimating applicable
Member energy usage.
3.8.2 Exhibit Showing Weighted Vote Shares. The initial Weighted Vote
Shares of the proposed initial Parties are set forth in Exhibit D
based on data available / estimated as of the December 31
immediately preceding the Effective Date of this Agreement.
Exhibit D shall be revised annually or as necessary to account for
changes in the number of Members and or changes in the
Members' annual MWh retail energy usage. Adjustments to
Exhibit D shall be approved by a majority vote of the Board and
shall not be considered an amendment to this Agreement. For the
avoidance of doubt, the Parties acknowledge and agree that the
Weighted Vote Shares shown in Exhibit D assume that
representatives of all Members will attend meetings of the Board;
however, the actual Weighted Vote Share may vary based on the
actual Members represented at a meeting by a Director,
Alternate, or proxy.
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3.8.3 Special Voting Requirements for Certain Matters.
(a) Two -Thirds and Weighted Vote Approval
Requirements Relating to Sections 6.2 and 7.5.
Notwithstanding any other provision of this Agreement,
action of the Board on the matters set forth in Section
2.4.2 (approval of membership of certain agencies),
Section 6.2 (involuntary termination of a Member), or
Section 7.5 (amendment of this Agreement) shall require
the affirmative vote of at least two-thirds of Directors
present; provided, however, that: (i) notwithstanding the
foregoing, any one (1) or more Directors present at a
meeting may demand that the vote be determined on the
basis of Weighted Vote Shares, and if any one (1) or
more Directors make such a demand, then approval shall
require the affirmative vote of Directors having at least
two-thirds of the Weighted Vote Shares present, as
determined by Section 3.8.1; and (ii) for votes to
involuntarily terminate a Member under Section 6.2, the
Director for the Member subject to involuntary termination
may not vote, and the number of Directors constituting
two-thirds of all Directors, and the Weighted Vote Share of
each Member shall be recalculated as if the Member
subject to possible termination were not a Member.
(b) Seventy -Five Percent Special Voting Requirement for
Eminent Domain
A decision to exercise the power of eminent
domain on behalf of CVPA to acquire any property
interest shall require a vote of at least 75% of all
Directors.
ii Notwithstanding the foregoing, any one (1) or more
Directors present at the meeting may demand that
a vote under subsections (i) be determined on the
basis of Weighted Vote Shares, and if any one (1)
or more Directors make such a demand, then
approval shall require the affirmative vote of
Directors having at least 75% of all Weighted Vote
Shares, as determined by Section 3.8.1, as well as
two-thirds of all Directors.
(c) Seventy -Five Percent Special VotingRequirement for
Contributions or Pledge of Assets.
(i)
The imposition on any Member of any obligation to
make contributions or pledge assets as a condition
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of continued participation CVPA shall require a
vote of at least 75% of all Directors and the
approval of the governing bodies of the Members
which are being asked to make such contribution
or pledge.
(ii) Notwithstanding the foregoing, any one (1) or more
Directors present at the meeting may demand that
a vote under subsection (i) be determined on the
basis of Weighted Vote Shares, and if any one (1)
or more Directors make such a demand, then
approval shall require the affirmative vote of
Directors having at least 75% of all Weighted Vote
Shares, as determined by Section 3.8.1. For
purposes of this section, "imposition on any
Member of any obligation to make contributions or
pledge assets as a condition of continued
participation in CVPA" does not include any
obligations of a withdrawing or terminated Member
imposed under Section 6.3.
3.9 Other Officers. The Executive Officer of CVPA shall be the secretary of
CVPA, or as otherwise determined by the Board. Any officer, employee
or agent of any Member of CVPA may also be an officer, employee, or
agent of any of the Members. CVPA shall have the power to appoint
such additional officers and to employ such employees and assistants as
may be appropriate. Unless otherwise specified through a staffing
arrangement with CVAG, each and all of said officers, employees and
assistants shall serve at the pleasure of CVPA and shall perform such
duties and shall have such powers as CVPA may, from time to time,
determine. Any officer may resign at any time by giving written notice to
the secretary. Any such resignation shall be effective upon receipt of
such notice or at any later time specified in the notice. Officers shall
assume the duties of their offices immediately after their appointment
and shall hold office until their successors are appointed, except in the
case of their removal or resignation. Vacancies of officers shall be filled
by appointment of the Board and such appointee shall hold office until
the appointment of his or her successor.
3.10 Minutes. The secretary of CVPA shall cause to be kept minutes of
regular, adjourned regular and special meetings of the Board. The
secretary shall cause a copy of all minutes, along with copies of all
ordinances and resolutions, to be forwarded to each of the Parties
hereto.
3.11 Rules. The Board may adopt rules or bylaws governing meetings if not
inconsistent or in conflict with this Agreement.
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3.12 Powers and Functions of the Board. The Board shall exercise general
governance and oversight over the business and activities of CVPA,
consistent with this Agreement and applicable law. Board approval shall
be required for any of the following actions:
3.12.1 The issuance of bonds or any other financing even if program
revenues are expected to pay for such financing.
3.12.2 The appointment or termination of the Executive Officer.
3.12.3 The appointment or removal of officers.
3.12.4
3.12.5
3.12.6
3.12.7
Any decision to provide retirement or post -retirement benefits
that are defined benefit programs, subject to the requirements
of section 5.3.4, below.
The adoption of the Annual Budget or resolution.
The adoption of an ordinance.
The approval of agreements, except as delegated by the Board
pursuant to an adopted ordinance or resolution, policy, rule, motion or
similar enactment.
3.12.8 The initiation or resolution of claims and litigation where CVPA
will be the defendant, plaintiff, petitioner, respondent, cross
complainant or cross petitioner, or intervenor; provided,
however, that: (1) the Executive Officer or General Counsel,
on behalf of CVPA, may intervene in, become a party to, or
file comments with respect to any proceeding pending at the
California Public Utilities Commission, the Federal Energy
Regulatory Commission, or any other administrative agency,
without approval of the Board as long as such action is
consistent with any adopted Board policies; and (2) the Board
may delegate authority to reject or settle claims or potential
litigation in accordance with appropriate thresholds under an
adopted ordinance, policy, rule, motion or similar enactment.
3.12.9 The setting or authorization of rates for any power sold by
CVPA and the setting or authorization of any rates, fees, or
charges for any other category of service provided by CVPA.
3.12.10 Termination of Board -approved CVPA programs or services.
3.13 CVAG's Participation. CVAG shall provide, under contract with CVPA,
administrative services required by CVPA during the first five (5) years of
the implementation of CVPA; and thereafter as the administrative
services contract may be renewed from time to time by CVPA, and shall
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exercise such other powers and duties as the Board deems necessary to
achieve the purposes of this Agreement. During any such term, CVAG's
Executive Director may serve as the secretary of CVPA.
3.14 Executive Officer. Except as may be provided pursuant to any
administrative services agreement referenced in Section 3.13, the Board
of Directors shall have the authority to appoint an Executive Officer for
CVPA, who would be responsible for the day-to-day operation and
management of CVPA. The Executive Officer may be retained under
contract with CVPA, be an employee of CVPA, be an employee of CVAG,
or be an employee of one of the Parties, as determined by the Board. If
appointed, the Executive Officer shall report directly to the Board and
serve as staff to CVPA. Except as otherwise set forth in this Agreement,
the Executive Officer may exercise all powers of CVPA, including the
power to hire, discipline and terminate employees. Any Executive Officer
shall serve at the pleasure of the Board. Notwithstanding the other
provisions of this section or this Agreement, the Board may determine
alternative arrangements for management of the day-to-day
administration and operation of CVPA in lieu of appointment of an
Executive Director, including without limitation pursuant to an
administrative services agreement pursuant to Section 3.13 or
establishing a position with similar powers and duties as a potential
Executive Director.
3.15 CVPA Staff. Except as may be provided pursuant to any administrative
services agreement referenced in Section 3.13, CVPA may contract with
CVAG for staff services, retain its own staff, or contract with another
entity for staff services. Unless other employment is approved by the
Board, the CVPA Executive Officer may utilize CVAG staff as may be
necessary to accomplish the purposes of CVPA. CVAG and CVPA will
agree on a method of compensation for CVAG's services, which may
include without limitation compensation for staff time, as well as office
expenses, direct and indirect overheads, utilizing direct billing and other
accounting practices that provide for a clear separation and allocation of
funds.
3.16 Commissions, Boards, and Committees
3.16.1 The Board may establish commissions, boards or committees,
including but not limited to a standing executive committee of the
Board, as the Board deems appropriate, to assist the Board in
carrying out its authority and functions under this Agreement and
may delegate authority to such commissions, boards or
committees as set forth in a Board resolution. Such delegation
may be modified, amended or revoked at any time the Board may
deem appropriate. Any decision delegated pursuant to this
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subsection may be appealed to the Board, as the Board so
determines.
3.16.2 The Board may also establish any advisory commissions, boards,
and committees as the Board deems appropriate to assist the
Board in carrying out its functions and implementing CVPA
objectives, or other energy programs and the provisions of this
Agreement.
3.16.3 If any board, commission or committee formed under this section
qualifies as a legislative body pursuant to the Ralph M. Brown
Act, such board, commission or committee shall comply with the
requirements thereof. 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.
3.17 Member Consent: CVPA Rates, Rules, Regulations and Orders. Each
Member on behalf of CVPA or, as applicable, the governing body of its
respective jurisdiction, hereby consents to provisions adopted by CVPA
or by an individual Member that implements ordinances, policies, rates,
rules, regulations and/or orders applicable to electric service within the
Coachella Valley or within the jurisdiction of the Member that may differ
from the ordinances, rates, rules, regulations and/or orders applicable to
electric service in IID's jurisdictional boundary, as authorized by
California Water Code Section 22123.
3.18 Treasurer and Auditor. The Treasurer shall function as the combined
offices of Treasurer and Auditor pursuant to Government Code Section
6505.6 and shall strictly comply with the statutes related to the duties
and responsibilities specified in Section 6505.5 of the Act. The Treasurer
for CVPA shall be the depository and have custody of all money of CVPA
from whatever source and shall draw all warrants and pay demands
against CVPA as approved by the Board. The Treasurer shall cause an
independent audit(s) of the finances of CVPA to be made by a certified
public accountant, or public accountant, in compliance with Section 6505
of the Act. 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. The duties and
obligations of the Treasurer are further specified in Article 5. The
Treasurer shall serve at the pleasure of the Board.
3.19 Administrative Services Provider. The Board may appoint one or more
administrative services providers to serve as CVPA's agent for planning,
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implementing, operating and administering CVPA, and any other service
or program approved by the Board. The appointed administrative
services provider may be one of the Members, or CVAG as provided in
Section 3.13. A separate services agreement shall set forth the terms
and conditions by which the appointed administrative services
provider(s) shall perform or cause to be performed tasks necessary for
planning, implementing, operating and administering CVPA and other
approved services or programs. Any such services agreement shall set
forth the terms and the circumstances under which the services
agreement may be terminated by CVPA. This section shall not in any
way be construed to limit the discretion of CVPA to hire its own
employees to administer all or any portion of CVPA activities or any other
program.
ARTICLE 4: IMPLEMENTATION ACTION AND CVPA DOCUMENTS
4.1 Participation in CVPA. To be eligible to participate in CVPA, each Party's
governing body must approve a resolution or motion authorizing the execution of
this Agreement and appointing a Director and Alternate. New members must be
approved by the Board in accordance with this Agreement.
4.2 CVPA Documents. The Parties acknowledge and agree that the affairs
of CVPA will be implemented through various documents duly adopted
by the Board through Board action. The Parties agree to abide by and
comply with the terms and conditions of all such documents that may be
adopted by the Board, subject to the Parties' right to withdraw from CVPA
as described in Article 6.
ARTICLE 5: FINANCIAL PROVISIONS
5.1 Fiscal Year. CVPA's fiscal year shall be the contiguous 12 month period
commencing July 1 and ending June 30. The fiscal year may be
changed by Board resolution.
5.2 Depository.
5.2.1 All funds of CVPA shall be held in separate accounts in the name of
CVPA and not commingled with funds of any Party or any other
person or entity.
5.2.2 All funds of CVPA 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 CVPA shall be open to inspection by the
Parties at all reasonable times. The Board shall contract with a
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certified public accountant or public accountant to make an
annual audit of the accounts and records of CVPA, which shall be
conducted in accordance with the requirements of Section 6505
of the Act.
5.2.3 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 Rules and Regulations.
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.
5.3 Budget and Recovery of Costs.
5.3.1 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 or events. All subsequent budgets of CVPA shall be
approved by the Board in accordance with the Operating Rules
and Regulations.
5.3.2 Funding of Initial Costs. The Parties acknowledge that the Initial
Costs of establishing and implementing the CVPA will require
some form of funding either provided by all or some of the Parties
or attained in some other manner. If one or more CVPA program
or service becomes operational, these Initial Costs paid by such
Parties or attained from other sources shall be included in, or
proportionately allocated to, the program or services as provided
by Section 5.3.3 to the extent permitted by law, and respective
Parties or other sources shall be reimbursed from the payment of
such charges by such program participants or service customers.
CVAG shall also be entitled to reimbursement for Initial Costs that
are not otherwise paid or reimbursed by CVPA or the Parties.
CVPA may establish a reasonable time period over which such
costs are recovered and repaid to respective Parties or other
sources. In the event that any CVPA program or service does not
become operational or does not recover sufficient funds to cover
Initial Costs, the respective Parties shall not be entitled to any
reimbursement of funded Initial Costs from CVPA or any other
Party. If any of the initial Members or other sources assists in
funding initial costs, they shall also be entitled to reimbursement
or offset pursuant to this section. The Board shall approve the
manner of funding and repayment of Initial Costs which may
include reasonable interest charges.
5.3.3 CVPA Program or Service Costs. The Parties desire that all costs
incurred by CVPA that are directly or indirectly attributable to the
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provision of electric generation, electricity delivery, conservation,
efficiency, incentives, financing, or other CVPA services or
programs, including but not limited to the establishment and
maintenance of various reserves and performance funds and
administrative, accounting, legal, consulting, and other similar
costs, shall be recovered through any lawful method, which may
include without limitation charges to CVPA Members and/or
customers receiving such electric services, surcharges applied to
electricity rates within Member service areas, development
impact fees, or from revenues from grants or other third -party
sources, to the extent permitted by law.
The Parties acknowledge none, all or a portion of CVPA funding
may be derived by way of one or more surcharges applied to
retail customer power rates within respective Member jurisdictions
and the Members desire to apply any such surcharges in a fair,
reasonable, and equitable manner in collaboration with Imperial
Irrigation District and or other applicable utility provider(s).
5.3.4 Employee Retirement and Post -retirement Benefits. Should the
Board determine to provide a defined benefit retirement benefit to
CVPA employees (such as PERS) or other post -retirement
benefits that would be within an Other Post -Retirement Benefits
(OPEB) obligation to CVPA employees, prior to providing such
benefit(s) to any employee, the Board shall: (1) obtain a third
party independent actuarial report on the long term costs of the
benefit or benefits; (2) adopt a funding plan for the payment of
both current and long-term costs that provides for the payment of
all such costs on a current, pay-as-you-go, basis and eliminates
any known or reasonably anticipated unfunded liability associated
with the benefit(s); and (3) notice all Member agencies of the
pending consideration of the benefit(s) together with the actuarial
report and funding plan, for at least sixty (60) days and obtain the
consent, by resolution, of not less than 75 percent of the then
current Member's governing bodies
ARTICLE 6: WITHDRAWAL AND TERMINATION
6.1 Withdrawal.
6.1.1 Right to Withdraw. A Party may withdraw its participation in CVPA,
effective as of the beginning of CVPA's next fiscal year, by giving
no less than 6 months advance written notice of its election to do
so, which notice shall be given to CVPA and each Party.
Withdrawal of a Party shall require an affirmative vote of the
Party's governing board.
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6.1.2 Right to Withdraw After Amendment. Notwithstanding Section
6.1.1, a Party may withdraw its membership in CVPA following an
amendment to this Agreement adopted by the Board which the
Party's Director voted against, provided such notice is given in
writing within thirty (30) days following the date of the vote.
Withdrawal of a Party shall require an affirmative vote of the
Party's governing board and shall not be subject to the six-month
advance notice provided in Section 6.1.1. In the event of such
withdrawal, the Party shall be subject to the provisions of Section
6.3.
6.1.3 The Right to Withdraw Prior to Start of any Program. If CVPA has
not established any service or program and or a Party wanting to
withdraw its membership in CVPA is not participating in any CVPA
service or program, such Party may immediately withdraw its
membership in CVPA without any further financial obligation, as
long as the Party provides written notice of its intent to withdraw
no less than thirty (30) days prior to such Party's requested
withdrawal date. Any withdrawing Party shall not be entitled to
any return of funds it may have provided to CVPA, provided,
however, that if, after a service or program is initiated, there are
unobligated and unused funds, the withdrawing Member may be
refunded its pro rata share of the unobligated and unused funds
as determined in the sole discretion of the Board.
6.1.4 Continuing Financial Obligation; Further Assurances. Except as
provided by Section 6.1.3, a Party that withdraws its participation
in CVPA may be subject to certain continuing financial obligations,
as described in Section 6.3. Each withdrawing Party and CVPA
shall execute and deliver all further instruments and documents,
and take any further action(s) that may be reasonably necessary,
as determined by the Board, to effectuate the orderly withdrawal
of such Party from participation in CVPA.
6.2 Involuntary Termination of a Party. This Agreement may be terminated
with respect to a Party for material non-compliance with provisions of this
Agreement, or any other agreement relating to the Party's participation in
any CVPA service or program, upon a vote of the Board as provided in
Section 3.8.3. Prior to any vote to terminate a Party under this
Agreement, written notice of the proposed termination and the reason(s)
for such termination shall be delivered in writing to the Party whose
termination is proposed at least thirty (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 other agreement(s) that the Party has
allegedly violated. The Party subject to possible termination shall have
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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 Board vote regarding termination. A Party that has had its
participation in CVPA terminated may be subject to certain continuing
liabilities, as described in Section 6.3.
6.3 Continuing Financial Obligations; Refund. Except as provided by
Section 6.1.3, upon a withdrawal or involuntary termination of a Party,
the Party shall remain responsible for any claims, demands, damages,
losses, expenses, costs, or other financial obligations arising from such
Party's membership or participation in CVPA or any CVPA service or
program through the effective date of its withdrawal or involuntary
termination, it being agreed that the Party shall not be responsible for
any new financial obligations arising after the date of the Party's
withdrawal or involuntary termination. Claims, demands, damages,
losses, expenses, costs, or other financial obligations for which a
withdrawing or terminated Party may remain liable include, but are not
limited to, costs and expenses incurred by CVPA to provide an actual or
anticipated service or program to the Party or its customers, losses
arising from the resale of power contracted for by CVPA to serve the
Party's load, costs (including debt service or other financing costs)
related to distribution and/or generation facilities constructed to serve
such Party's load, or any unfunded liabilities such as unfunded
retirement contributions or costs and any unfunded post -retirement
benefits. With respect to such financial obligations, upon notice by a
Party that it wishes to withdraw from CVPA, CVPA shall notify the Party
of the minimum waiting period under which the Party would be estimated
to have no costs for withdrawal if the Party agrees to remain a Member
of CVPA for such period. If the Party elects to withdraw before the end of
the minimum waiting period, the charge for exiting shall be set at a dollar
amount that would offset actual costs to the remaining Members, and
may not include punitive charges that exceed actual costs. In addition,
such Party shall also be responsible for any costs or obligations
associated with the Party's participation in any service or program in
accordance with the provisions of any agreements relating to such
service or program provided such costs or obligations were incurred prior
to the withdrawal of the Party. CVPA may withhold funds otherwise
owing to the Party or may require the Party to deposit sufficient funds
with CVPA, as reasonably determined by CVPA and approved by a vote
of the Board, to cover the Party's financial obligations for the costs
described above. Any amount of the Party's funds held on deposit with
CVPA above that which is required to pay any existing or ongoing
financial obligations shall be returned to the Party. If there is a
disagreement related to the charge(s) for exiting, the Parties shall
attempt to settle the amount through mediation or other dispute
resolution process as authorized by Section 7.1. If the dispute is not
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resolved, the Parties may agree to proceed to arbitration, or any party
may seek judicial review.
6.4 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 participation
in CVPA, as described in Section 6.1.
6.5 Disposition of Property upon Termination of CVPA. Upon termination of
this Agreement, any surplus money or assets in possession of CVPA for
use under this Agreement, after payment of all liabilities, costs,
expenses, and charges incurred under this Agreement and under any
other agreements or documents, shall be returned to the then -existing
Parties in proportion to the contributions made by each and/or the
contributions of customers within the then -existing Parties' jurisdictions,
as determined by the Board.
ARTICLE 7: MISCELLANEOUS PROVISIONS
7.1 Dispute Resolution. The Parties and CVPA shall make reasonable
efforts to informally settle all disputes arising out of or in connection with
this Agreement. Should such informal efforts to settle a dispute, after
reasonable efforts, fail, the dispute shall be mediated in accordance with
policies and procedures established by the Board.
7.2 Liability of Directors, Officers, and Employees. The Directors, officers, and
employees of CVPA 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. CVPA 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 Sections 995, et seq. Nothing in this
section shall be construed to limit the defenses available under the law, to
the Parties, CVPA, or its Directors, officers, or employees
7.3 Indemnification of Parties. CVPA shall acquire such insurance coverage
as is necessary to protect the interests of CVPA, the Parties, and the
public. Subject to the provisions of Section 7.4 and provided that a Party
has acted in good faith and in accordance with this Agreement, CVPA
shall defend with counsel acceptable to said Party, indemnify and hold
such Party free and harmless from any loss, liability or damage incurred
or suffered by such Party by reason of litigation arising from or as a
result of the conduct, activities, operations, acts, or omissions of CVPA
under this Agreement. To the extent CVPA's assets are insufficient to
satisfy its obligations under this Section, any Member agency forced to
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expend its own funds to satisfy what would otherwise be CVPA's
obligations shall be entitled to reimbursement from CVPA.
7.4 Limitations on Liability. The Parties acknowledge that Section 895.2 of
the California Government Code provides that a Member is jointly and
severally liable for the torts of the joint powers agency, but that Sections
895.4 and 895.6 of that Code allow the members of a joint powers
agency to contractually agree to indemnity and contribution provisions
that allow such liability to be apportioned among the members based on
their respective degree of fault giving rise to the liability. The Parties
further acknowledge that they have agreed at Section 7.3 above to
indemnify and defend those Member agencies against certain losses,
liabilities or damages suffered by a Member agency arising from or as a
result of the conduct, activities, operations, acts, or omissions of CVPA
under this Agreement. Now, therefore, in contemplation of such authority,
the Parties agree that, as among themselves, each shall assume that
portion of the liability imposed upon CVPA or any of its Members,
officers, agents or employees by law for injury caused by any negligent
or wrongful act or omission occurring during the performance of this
Agreement that is not covered by insurance, that is determined by CVPA
to be that Member's proportionate share accruing during the Member's
period of participation in CVPA. Said determination shall be by three -
fourths vote of the Board, meaning an affirmative vote of three -fourths of
the total number of Directors or a Weighted Vote of 75% of the total
Weighted Voting Share of all the Members. The Members acknowledge
that, given the possible variables, determination of a proper
apportionment may be difficult. Therefore, subject only to informal
dispute resolution set out at Section 6.1, the Members agree that the
Board's good faith determination of a fair apportionment shall be final,
binding and enforceable as a term of this Agreement. Each Member shall
to the extent provided herein indemnify and hold harmless the other
Members for any loss, costs or expenses that may be imposed on such
other Members solely by virtue of Section 895.2.
7.5 Amendment of this Agreement. This Agreement may not be amended
except by a written amendment approved by a vote of the Board as
provided in Section 3.8.3. CVPA shall provide written notice to all Parties
of amendments to this Agreement, at least 30 days prior to the date upon
which the Board will first consider approval of such amendments.
Exhibits A through E of this Agreement may be revised from time to time
by Board vote and copies of such revised exhibits shall be distributed to
all Parties.
7.6 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
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this Section 7.6 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 7.6 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 CVPA, or the disposition of
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 CVPA or the Parties under this Agreement.
7.7 Severability. If one or more clauses, sentences, paragraphs or
provisions of this Agreement shall be held to be unlawful, invalid or
unenforceable, it is hereby agreed by the Parties, that the remainder of
the Agreement shall not be affected thereby. Such clauses, sentences,
paragraphs or provision shall be deemed reformed so as to be lawful,
valid and enforced to the maximum extent possible.
7.8 Further Assurances. Each Party agrees to execute and deliver all further
instruments and documents, and take any further action that may be
reasonably necessary, to effectuate the purposes and intent of this
Agreement.
7.9 Execution by 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.
7.10 Parties to be Served Notice. Any notice authorized or required to be
given pursuant to this Agreement shall be validly given if served in writing
either personally, by deposit in the United States mail, first class postage
prepaid with return receipt requested, or by a recognized courier service.
Notices given (a) personally or by courier service shall be conclusively
deemed received at the time of delivery and receipt and (b) by mail shall
be conclusively deemed given 48 hours after the deposit thereof
(excluding Saturdays, Sundays and holidays) if the sender receives the
return receipt. All notices shall be addressed to the office of the clerk or
secretary of CVPA or Party, as the case may be, or such other person
designated in writing by CVPA or Party. Notices given to one Party shall
be copied to all other Parties. Notices given to CVPA shall be copied to
all Parties.
7.11 No Third -Party Beneficiaries. This Agreement shall reflect the Parties'
rights and obligations as by and among themselves. Nothing herein shall
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create any right in any third party to enforce any right or obligation set
out in this Agreement as against any Party hereto.
7.12 Integration. This Agreement constitutes the full and complete Agreement
of the Parties.
7.13 Limited Waiver of Sovereign Immunity; Venue. Except as hereinafter
provided in this paragraph, nothing in this Agreement shall be deemed to
be a waiver of the sovereign immunity by the Augustine Band of Cahuilla
Indians, Cabazon Band of Cahuilla Indians, Torres Martinez Desert
Cahuilla Indians, and Twenty -Nine Palms Band of Mission Indians (each
a "Tribe") from suit, which immunity is expressly asserted; provided,
however, that each Tribe agrees to and hereby does unequivocally waive
its sovereign immunity for the limited and sole purpose of permitting
enforcement of any right or obligation arising under this Agreement,
which may include but not be limited to claims or causes of action for
declaratory relief, injunctive relief, specific performance, enforcement of
indemnity obligations, and/or damages for the breach of the terms and
conditions of this Agreement. Each Tribe further acknowledges that the
other Parties would not enter into this Agreement if a Tribe could defeat
or hinder enforcement against a Tribe of the rights granted to the other
Parties and CVPA by claiming sovereign immunity. This limited waiver of
sovereign immunity shall apply only to the Parties and CVPA, and shall
not operate for the benefit of, nor confer any rights upon, any third
parties. The Parties agree that any dispute raised under the provisions
of this Agreement shall be resolved pursuant to applicable California law;
provided however, that any dispute raised under the provisions of this
limited waiver of sovereign immunity shall be resolved first pursuant to
applicable federal law, and if no federal law applies, pursuant to the
applicable laws of the State of California. The waiver granted herein is
limited to claims made in the United States District Court for the Central
District of California, or the Superior Court of the State of California,
County of Riverside, and any court having appellate jurisdiction. Each
signatory to this Agreement on behalf of a Tribe represents and warrants
that the Tribe has taken all actions necessary in accordance with its laws
to authorize a limited waiver of sovereign immunity, which may include
without limitation the adoption of a resolution authorizing the limited
waiver described in this section. Further, each Party irrevocably waives
any right it might otherwise seek to have any proceeding determined in
any tribal court and agrees that assumption of jurisdiction by any federal
or state courts shall not be delayed or curtailed by any doctrine requiring
exhaustion of tribal court remedies.
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Exhibit A
Definitions
1. "Act" means the Joint Exercise of Powers Act of the State of California
(Government Code Section 6500 et seq.)
2. "Administrative Services Agreement" means an agreement or agreements
entered into after the Effective Date by CVPA with one or more entities that will
perform tasks necessary for planning, implementing, operating and/or
administering CVPA, or any other energy programs/projects adopted by CVPA.
3. "Agreement" means this Joint Powers Agreement.
4. "Annual Energy Use" has the meaning given in Section 3.8.1.
5. "Board" means the Board of Directors of CVPA.
6. "CVAG" shall mean the Coachella Valley Association of Governments.
7. "CVPA Document(s)" means document(s) duly adopted by the Board by
ordinance, resolution or motion implementing the powers, functions, and
activities of CVPA, including but not limited to the Operating Rules and
Regulations, the annual budget, and plans and policies.
8. "Director" means a member of the Board of Directors appointed by and
representing a Party.
9. "Effective Date" means Month Day, Year or when initial members of CVPA
execute this Agreement, whichever occurs later, as further described in Section
2.1.
10. "Initial Costs" means all costs incurred by CVPA and or any Parties relating to
the establishment and initial operation of CVPA, including without limitation the
hiring of an Executive Officer and any administrative staff, and any required
planning, consulting, accounting, administrative, technical, or legal services in
support of CVPA's initial activities or in support of the negotiation, preparation,
and approval of one or more administrative services agreements.
11. "Operating Rules and Regulations" means one or more sets of rules,
regulations, policies, bylaws and procedures governing the operation of CVPA.
12. "Parties," "Members," or "Member Agencies" means, collectively, the signatories
to this Agreement.
13. "Party", "Member" or "Member Agency" means a signatory to this Agreement.
14. "Total Annual Energy Use" has the meaning given in Section 3.8.1.
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Parties:
Exhibit B
List of Proposed Initial Parties
Augustine Band of Cahuilla Indians
Cabazon Band of Cahuilla Indians
City of Coachella
Coachella Valley Water District
Torres Martinez Desert Cahuilla Indians
City of Indio
City of Indian Wells
City of La Quinta
Twenty -Nine Palms Band of Mission Indians
City of Palm Desert
County of Riverside
City of Rancho Mirage
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Exhibit C PRO FORMA
Annual Energy Use
JPAMembers
Annual Energy
(MWh)
Annual
Energy%
Augustine Band Cahuilla Indians
840
0.04%
Cabazon Band of Cahuilla Indians
5,300
0.24%
City of Coachella
246,096
11.29%
Coachella Valley Water District
54,459
2.50%
Torres Martinez Desert Indians
400
0.02%
City of Indio
776,731
35.64%
City of Indian Wells
4,738
0.22%
City of La Quinta
593,340
27.23%
29 Palms Band of Mission Indians
8,000
0.37%
City of Palm Desert
111,624
5.12%
County of Riverside (w/i IID)
354,589
16.27%
City of Rancho Mirage
23,073
1.06%
TOTALS
2,179,190
100.00%
Estimated energy usage is based on estimated retail electricity sales for calendar year 2022.
The energy use by CVWD is based on the most recent contiguous 12 months usage. Indian
Tribes' usage is based on estimated respective casino facilities electric use. Riverside County
estimated usage is based on aggregating the usage of Indio Hills, Thousand Palms, Bermuda
Dunes, Chiriaco Summit, Thermal, Mecca, and North Shore.
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Exhibit D PRO FORMA VOTING SHARES
CVPA SAMPLE MEMBERSHIP AND VOTE TABLE
ALL CVPA MEMBERS AVAILABLE AND PRESENT AT MEETING
Summary
of Vote Shares Present
(0 - 100 %)
(Energy Wt. Share: = 1 - Headcount Share)
% Wt. to Headcount:
0.00%
% Wt. to Annual MWh:
100.00%
DISPLAY OF CVPA MEMBERS PRESENT AND RESPECTIVE ENERGY AND HEADCOUNT SHARES
JPA Members Present at Meetin g
Annual Energy
(MWh)
Energy
Present %
Headcount %
Present
Wtd. Energy
Present %
Wtd. Headcount
Present %
Total Wtd Vote
Present %
Augustine Band Cahuilla Indians
840
0.04%
8.33%
0.04%
0.00%
0.04%
Cabazon Band of Cahuilla Indians
5,300
0.24%
8.33%
0.24%
0.00%
0.24%
City of Coachella
246,096
11.29%
8.33%
11.29%
0.00%
11.29%
Coachella Valley Water District
54,459
2.50%
8.33%
2.50%
0.00%
2.50%
Torres Martinez Desert Indians
400
0.02%
8.33%
0.02%
0.00%
0.02%
City of Indio
776,731
35.64%
8.33%
35.64%
0.00%
35.64%
City of Indian Wells
4,738
0.22%
8.33%
0.22%
0.00%
0.22%
City of La Quinta
593,340
27.23%
8.33%
27.23%
0.00%
27.23%
29 Palms Band of Mission Indians
8,000
0.37%
8.33%
0.37%
0.00%
0.37%
City of Palm Desert
111,624
5.12%
8.33%
5.12%
0.00%
5.12%
County of Riverside (w/i IID)
354,589
16.27%
8.33%
16.27%
0.00%
16.27%
City of Rancho Mirage
23,073
1.06%
8.33%
1.06%
0.00%
1.06%
TOTALS
2,179,190
100.00%
100.00%
100.00%
0.00%
100.00%
For quorum, > 50% Total Weighted Vote Shares of Members eligible to vote must be present (including Proxies). In all cases a
quorum also requires that at least three (3) Members eligible to vote must be physically present (excluding Proxies).
Formulas used:
1. PRO RATA VOTE SHARE: [1 / TOTAL NUMBER OF MEMBERS], EXPRESSED AS A
PERCENTAGE TO TWO DECIMAL PLACES. SEE SECTION 3.17.1 (A)
2. ANNUAL ENERGY VOTE SHARE: TOTAL ANNUAL ENERGY USE (EXPRESSED IN MWH) IN
THE MEMBER'S JURISDICTION / COMBINED TOTAL ANNUAL ENERGY USE ALL MEMBERS'
JURISDICTIONS, EXPRESSED AS A PERCENTAGE TO TWO DECIMAL PLACES. SEE
SECTION 3.17.1 (B)
3. WEIGHTED VOTE SHARE: BASED ON MEMBERS' ANNUAL ENERGY USAGE IN
RESPECTIVE JURISDICTIONS EXPRESSED AS A PERCENTAGE TO DECIMAL PLACES. SEE
SECTION 3.17.1 (C)
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EXHIBIT E
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their duly authorized representatives
Signature Page of the City of La Quinta Agreeing To Become a Party to the Coachella
Valley Power Authority Joint Powers Agreement
Pursuant to City Council authorization approved on March 18, 2025, and memorialized via
Council Resolution No. 2025-007 adopted on April 1, 2025, the City of La Quinta agrees to
become a Party to the Coachella Valley Power Authority Joint Powers Agreement dated for
reference purposes as of May 1, 2025, pursuant to Section 2.4.1 of the Agreement.
CITY OF LA QUINTA
By:
Narae-JeN-McMILLEN
Title: C. Manager
Date: A / 2tv2 S
ATTEST:
By:
Name: MONIKA RADEVA
Title: City Clerk
APPROVED AS TO FORM:
By: (it),
Name: WILLIAM H. IHRKE
Title: City Attorney
Coachella Valley Power Agency
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Docusign Envelope ID: F8721514-E5A7-44E3-B7DE-2273C9567FB4
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their duly authorized representatives
Signature Page of the City of Indio Agreeing To Become a Party to the Coachella Valley
Power Authority Joint Powers Agreement
Pursuant to City Council action taken on May 7, 2025, the City of Indio agrees to become
a Party to the Coachella Valley Power Authority Joint Powers Agreement dated for reference
purposes as of May 1, 2025, pursuant to Section 2.4.1 of the Agreement.
CITY OF INDIO
Signed by:
?ra& R. ovl.6liJ�ol1 Vu
By: F5FF4465781
Name: Bryan H. Montgomery
Title: C,�ty Manager
Date: 57z77z�r�
ATTEST,Signed by
-4 5 .
By: l *2e2e3
4e1ee1-'495
Name: Sabdi Sanchez, MMC
Title: Dir. of Citv Clerk Services
APPROVED AS TO FORM:
1Signed by:
1wt �n,iFt V NyaL
Name: Jennifer Mizrahi
Title: Assistant City Attorney
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65285.00001\42665621.4
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their duly authorized representatives
Signature Page of the County of Riverside To Become a Party to the Coachella Valley
Power Authority Joint Powers Agreement
Pursuant to City Council action taken on aiAay a G ? , the County of Riverside
agrees to become a Party to the Coachella Valley Power Authority Joint Powers Agreement dated
for reference purposes as of May 1, 2025, pursuant to Section 2.4.1 of the Agreement.
County of Riverside
By
Name: Je Va Wa 'enen
Title: Chief Uecutive Officer
Date: S 2Z z 5
ATTEST:
By:
Name:
Title:
APPROVED AS TO EQRM:
By:
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MAY 0 6 2025 3.7