2025 12 16 FA Special MeetingFINANCING AUTHORITY Page 1 of 1 DECEMBER 16, 2025
SPECIAL MEETING
NOTICE AND CALL OF SPECIAL MEETING
OF THE LA QUINTA FINANCING AUTHORITY
TO THE MEMBERS OF THE LA QUINTA FINANCING AUTHORITY AND TO THE
AUTHORITY SECRETARY:
NOTICE IS HEREBY GIVEN that a Special Meeting of the La Quinta Financing
Authority is hereby called to be held on Tuesday, December 16, 2025, starting at 4:00
p.m. (or thereafter); at La Quinta City Hall located at 78495 Calle Tampico, La Quinta, CA
92253 for the following purpose:
BUSINESS SESSION
1. ADOPT RESOLUTION TO: (1) ACCEPT FUNDING FROM CITY TO THE LA
QUINTA FINANCING AUTHORITY THROUGH A FINANCING AGREEMENT
BETWEEN THE CITY AND THE FINANCING AUTHORITY FOR THE PURCHASE
OF CERTAIN LONG LEAD-TIME POWER EQUIPMENT AND RESERVATION OF
POWER CAPACITY, AND (2) APPROVE TWO AGREEMENTS WITH IMPERIAL
IRRIGATION DISTRICT RELATED TO THE AVENUE 58 SUBSTATION
ELECTRICAL INFRASTRUCTURE IMPROVEMENTS AND PROCUREMENT OF
CERTAIN POWER EQUIPMENT [RESOLUTION NO. FA 2025-002]
Dated: December 12, 2025 /s/ Linda Evans
Linda Evans, Chairperson
Attest:
MONIKA RADEVA, Authority Secretary
La Quinta Financing Authority
DECLARATION OF POSTING
I, Monika Radeva, Authority Secretary of the La Quinta Financing Authority, do hereby declare that
the foregoing Agenda for the Special Meeting of the La Quinta Financing Authority was published in
accordance with the Brown Act [Government Code § 54954.2] on the City’s website, accessible
directly from the City’s home page at the “Calendar” and “Public Meetings” icon links, and posted at
the City Hall bulletin board, located near the entrance to the Council Chamber at 78495 Calle
Tampico, on December 12, 2025, which is freely accessible to members of the public.
DATED: December 12, 2025
MONIKA RADEVA, Authority Secretary
La Quinta Financing Authority
FINANCING AUTHORITY
AGENDA
CITY HALL COUNCIL CHAMBER
78495 Calle Tampico La Quinta
SPECIAL MEETING
TUESDAY, DECEMBER 16, 2025, at 4:00 P.M. (or thereafter)
Members of the public may listen to this meeting by tuning-in live via
www.laquintaca.gov/livemeetings; past meetings are available through the video archive
via www.laquintaca.gov/pastmeetings. Closed captions in English and Spanish are
available to all users through this video streaming service.
Financing Authority agendas and
staff reports are available on the City’s
web page: www.LaQuintaCA.gov
Page 1 of 4 DECEMBER 16, 2025 FINANCING AUTHORITY AGENDA
SPECIAL MEETING
CALL TO ORDER
ROLL CALL: Authority Members: Fitzpatrick, McGarrey, Peña, Sanchez, and
Chairperson Evans
PLEDGE OF ALLEGIANCE
CONFIRMATION OF AGENDA
At this time, members of the public may address the Financing Authority on any matter
not listed on the agenda pursuant to the “Public Comments – Instructions” listed at the
end of the agenda. The Financing Authority values your comments; however, in
accordance with State law, no action shall be taken on any item not appearing on the
agenda unless it is an emergency item authorized by the Brown Act [Government Code
§ 54954.2(b)].
BUSINESS SESSION
PAGE
1. ADOPT RESOLUTION TO: (1) ACCEPT FUNDING FROM CITY TO THE LA
QUINTA FINANCING AUTHORITY THROUGH A FINANCING AGREEMENT
BETWEEN THE CITY AND THE FINANCING AUTHORITY FOR THE
5
PUBLIC COMMENT ON MATTERS NOT ON THE AGENDA
FINANCING AUTHORITY AGENDA Page 2 of 4 DECEMBER 16, 2025
SPECIAL MEETING
PURCHASE OF CERTAIN LONG LEAD-TIME POWER EQUIPMENT AND
RESERVATION OF POWER CAPACITY, AND (2) APPROVE TWO
AGREEMENTS WITH IMPERIAL IRRIGATION DISTRICT RELATED TO THE
AVENUE 58 SUBSTATION ELECTRICAL INFRASTRUCTURE
IMPROVEMENTS AND PROCUREMENT OF CERTAIN POWER EQUIPMENT
[RESOLUTION NO. FA 2025-002]
FINANCING AUTHORITY MEMBERS' ITEMS
ADJOURNMENT
***************************************
For information about the next special meeting of the Financing Authority, please contact
the City Clerk’s Office at (760) 777-7147.
DECLARATION OF POSTING
I, Monika Radeva, Authority Secretary of the La Quinta Financing Authority, do hereby declare
that the foregoing Agenda for the Special Meeting of the La Quinta Financing Authority was
published in accordance with the Brown Act [Government Code § 54954.2] on the City’s website,
accessible directly from the City’s home page at the “Calendar” and “Public Meetings” icon links,
and posted at the City Hall bulletin board, located near the entrance to the Council Chamber at
78495 Calle Tampico, on December 12, 2025, which is freely accessible to members of the public.
DATED: December 12, 2025
MONIKA RADEVA, Authority Secretary
La Quinta Financing Authority
PUBLIC NOTICES
Agenda packet materials are available for public inspection: 1) at the Clerk’s Office at La
Quinta City Hall, located at 78495 Calle Tampico, La Quinta, California 92253; and 2) on the
City’s website at https://www.laquintaca.gov/our-city/city-government/public-meetings in
accordance with the Brown Act [Government Code § 54957.5].
The La Quinta City Council Chamber is wheelchair accessible. If hearing assistance
equipment is needed, please call the City Clerk’s office at (760) 777-7147, 24-hours in
advance of the meeting and accommodation will be made.
If background material is to be presented to the Financing Authority during a Financing
Authority meeting, please be advised that 15 copies of all documents, exhibits, etc., must be
supplied to the Authority Secretary for distribution. It is requested that this takes place prior
to the beginning of the meeting
FINANCING AUTHORITY AGENDA Page 3 of 4 DECEMBER 16, 2025
SPECIAL MEETING
PUBLIC COMMENTS - INSTRUCTIONS
Members of the public may address the Financing Authority on any matter listed or not listed on
the agenda as follows:
WRITTEN PUBLIC COMMENTS can be provided either in-person during the meeting by
submitting 15 copies to the Authority Secretary, it is requested that this takes place prior to the
beginning of the meeting; or can be emailed in advance to CityClerkMail@LaQuintaCA.gov, no
later than 12:00 p.m., on the day of the meeting. Written public comments will be distributed to
the Financing Authority, made public, and will be incorporated into the public record of the
meeting, but will not be read during the meeting unless, upon the request of the Chairperson, a
brief summary of public comments is asked to be reported.
If written public comments are emailed, the email subject line must clearly state “Written
Comments” and should include: 1) full name, 2) city of residence, and 3) subject matter .
VERBAL PUBLIC COMMENTS can be provided in-person during the meeting by completing a
“Request to Speak” form and submitting it to the Authority Secretary; it is requested that this takes
place prior to the beginning of the meeting. Please limit your comments to three (3) minutes (or
approximately 350 words). Members of the public shall be called upon to speak by the
Chairperson.
In accordance with City Council Resolution No. 2022-027, a one-time additional speaker time
donation of three (3) minutes per individual is permitted; please note that the member of the public
donating time must: 1) submit this in writing to the Authority Secretary by completing a “Request
to Speak” form noting the name of the person to whom time is being donated to, and 2) be present
at the time the speaker provides verbal comments.
Verbal public comments are defined as comments provided in the speakers’ own voice and may
not include video or sound recordings of the speaker or of other individuals or entities, unless
permitted by the Chairperson.
Public speakers may elect to use printed presentation materials to aid their comments; 15 copies
of such printed materials shall be provided to the Authority Secretary to be disseminated to the
Financing Authority, made public, and incorporated into the public record of the meeting; it is
requested that the printed materials are provided prior to the beginning of the meeting. There
shall be no use of Chamber resources and technology to display visual or audible presentations
during public comments, unless permitted by the Chairperson.
All writings or documents, including but not limited to emails and attachments to emails, submitted
to the City regarding any item(s) listed or not listed on this agenda are public records. All
information in such writings and documents is subject to disclosure as being in the public domain
and subject to search and review by electronic means, including but not limited to the City’s
Internet Web site and any other Internet Web-based platform or other Web-based form of
communication. All information in such writings and documents similarly is subject to disclosure
pursuant to the California Public Records Act [Government Code § 7920.000 et seq.].
FINANCING AUTHORITY AGENDA Page 4 of 4 DECEMBER 16, 2025
SPECIAL MEETING
TELECONFERENCE ACCESSIBILITY – INSTRUCTIONS
Teleconference accessibility may be triggered in accordance with AB 2449 (Stats. 2022, Ch. 285),
codified in the Brown Act [Government Code § 54953], if a member of the Financing Authority
requests to attend and participate in this meeting remotely due to “just cause” or “emergency
circumstances,” as defined, and only if the request is approved. In such instances, remote public
accessibility and participation will be facilitated via Zoom Webinar as detailed at the end of this
Agenda.
*** TELECONFERENCE PROCEDURES – PURSUANT TO AB 2449***
APPLICABLE ONLY WHEN TELECONFERENCE ACCESSIBILITY IS IN EFFECT
Verbal public comments via Teleconference – members of the public may attend and
participate in this meeting by teleconference via Zoom and use the “raise your hand” feature
when public comments are prompted by the Chair; the City will facilitate the ability for a member
of the public to be audible to the Financing Authority and general public and allow him/her/them to
speak on the item(s) requested. Please note – members of the public must unmute
themselves when prompted upon being recognized by the Chairperson, in order to become
audible to the Financing Authority and the public.
Only one person at a time may speak by teleconference and only after being recognized by the
Chair.
ZOOM LINK: https://us06web.zoom.us/j/86171130130
Meeting ID: 861 7113 0130
Or join by phone: (253) 215 – 8782
City of La Quinta
FINANCING AUTHORITY SPECIAL MEETING: December 16, 2025
STAFF REPORT
AGENDA TITLE: ADOPT RESOLUTION TO: (1) ACCEPT FUNDING FROM CITY TO
THE LA QUINTA FINANCING AUTHORITY THROUGH A FINANCING AGREEMENT
BETWEEN THE CITY AND THE FINANCING AUTHORITY FOR THE PURCHASE OF
CERTAIN LONG LEAD-TIME POWER EQUIPMENT AND RESERVATION OF POWER
CAPACITY, AND (2) APPROVE TWO AGREEMENTS WITH IMPERIAL IRRIGATION
DISTRICT RELATED TO THE AVENUE 58 SUBSTATION ELECTRICAL
INFRASTRUCTURE IMPROVEMENTS AND PROCUREMENT OF CERTAIN POWER
EQUIPMENT
RECOMMENDATION
Adopt Resolution to:
A) Accept funding in the amount of $10 million from City to the La Quinta Financing
Authority through a Financing Agreement between the City and the Financing
Authority for purposes of executing two agreements with Imperial Irrigation District
and other stakeholders, for the purchase of certain long lead-time power
equipment and reservation of power capacity; and authorize the Executive Director
to execute the Financing Agreement substantially in the form attached to this staff
report, allowing for minor and non-substantive changes subject to review by the
Authority Counsel.
B) Approve (1) Engineering and Procurement Agreement (for certain long lead-time
equipment to be paid by the City, subject to reimbursement thereof) and
(2) Funding and Reservation of Capacity Agreement for Avenue 58 Transformer
Bank Addition, with Imperial Irrigation District, Riverside County, and prospective
developers for the Avenue 58 substation expansion to construct a fourth
transformer bank; and authorize the Executive Director to execute the agreements
substantially in the forms attached to this staff report, to effectuate their respective
purposes, allowing for minor and non-substantive changes subject to review by the
Authority Counsel.
EXECUTIVE SUMMARY
Since 2023, the City has been working with Imperial Irrigation District (IID) and
private developers on a cost-share plan to expand electrical power capacity at the
Avenue 58 substation to accommodate projects in various stages of approval
and/or construction, at an estimated cost of $23.25 million.
BUSINESS SESSION ITEM NO. 1
5
On November 18, 2025, IID Board of Directors unanimously approved two
agreements regarding the Avenue 58 substation expansion:
1) Engineering and Procurement Agreement for the funding and procurement
of certain engineering efforts and long lead-time power equipment to be
paid for by the City, subject to reimbursement thereof; and
2) Funding and Reservation of Capacity Agreement for the Avenue 58
Transformer Bank Addition, which provides for the complete funding of the
new facility by developers with the City and/or Riverside County (County)
participating financially should there be a shortfall by private developers.
On December 16, 2025, the City appropriated up to $10 million for a loan to the
Financing Authority for the Financing Authority to then effectuate the purchase of
certain long lead-time power equipment, including a distribution transformer,
breakers, switchgear, and a control house that can take up to 16 months to receive,
and to provide a funding backstop in the event there is a shortfall by private
developers for which the Financing Authority would be reimbursed pursuant to the
terms of the agreements. The Financing Authority would be responsible for re-
paying the loan to the City pursuant to the terms and conditions in the Financing
Agreement.
FISCAL IMPACT
On December 16, 2025, the City Council appropriated up to $10 million from General
Fund Unassigned Reserves to be loaned by the City to the Financing Authority (Fund
310) for the procurement of certain long lead-time power equipment necessary for the
Avenue 58 substation expansion. These funds would be reimbursed by developers upon
commencement of their milestone payments in accordance with the Funding and
Reservation of Capacity Agreement.
BACKGROUND/ANALYSIS
At the City’s 2025 Community Workshop, La Quinta residents listed addressing the
pending IID/Coachella Valley Water District (CVWD) Agreement of Compromise that
terminates on January 1, 2033, and equipment needs as their No. 1 priority.
With electrical use rising due to new technology, building codes requiring additional
electrification for new construction, and a shift toward electric vehicles, power substations
in La Quinta and throughout the Coachella Valley are near capacity, which has stalled
new and expanded development.
IID’s policy is that growth pays for growth, and it is appropriate for developers to pay their
proportionate share for new, expanded, or upgraded substations based on power
capacity requirements for their individual projects.
6
Since 2023, the City has been working with IID and private developers on a cost-share
plan to expand electrical power capacity at the Avenue 58 substation, located north of
Avenue 58 and west of Monroe Street in La Quinta, to accommodate projects in various
stages of approval and/or construction.
On November 18, 2025, the IID Board of Directors unanimously approved two
agreements listed below for the Avenue 58 substation electrical infrastructure
improvements and procurement of certain power equipment, at an estimated cost of
$23.25 million, which includes adding a fourth transformer bank and associated
improvements that has the ability to serve 3,000 to 4,000 new homes:
(1) Engineering and Procurement Agreement (for certain long lead-time equipment to
be paid by the City, subject to reimbursement thereof), and
(2) Funding and Reservation of Capacity Agreement for the Avenue 58 Transformer
Bank Addition.
IID would continue to own, maintain, and operate the substation. The two agreements
with IID would ensure the cost for the substation expansion is shared between IID, the
City, County, and the prospective developers’ based on their proportionate power use.
IID will contribute up to 20% of the costs associated with the Avenue 58 substation
expansion. Developers will reserve capacity and contribute their proportional share based
on their individual projects. The total contribution by developers is required to meet a
minimum threshold of 50% of remaining costs after IID’s contribution. Finally, if there is
any remaining capacity after the developers’ contribution, then the City and County will
become the backstop and contribute the remainder at a 65% City and 35% County split,
with expected reimbursements pursuant to the two agreements’ terms.
The long lead-time power equipment is projected to be received 14 to 16 months from
purchase with construction of the fourth bank expected to start in 2027 and be completed
in 2028.
On December 3, 2025, staff provided a presentation to the Financial Advisory
Commission (FAC) on the progress made in negotiating agreements between the City,
IID, County, and interested developers. This was not an action item, but the FAC
expressed support for the City’s progress and plan for financing the project subject to
developer reimbursement.
The agreements approved by the IID Board of Directors contain the material terms
relating to amount appropriated and purpose for use of the funds, but specific provisions
relating to the City’s funding approach by using the Financing Authority may be requested
and agreeable to both IID and the County. Regardless, the preferred funding mechanism
for the City, including for “bookkeeping” purposes and to account for immediate City
disbursement and anticipated repayments to be well into the future, has integrated a
Financing Agreement between the City and Financing Authority.
7
Because modifications to the respective agreements may be amenable to IID and the
County, staff requests authorizing the Executive Director, with the Authority Counsel’s
review, to revise the agreements in their forms attached to this staff report, to effectuate
their respective purposes but in no event would the Executive Director have authority to
increase the appropriated amount or change the specified uses of these City funds
without obtaining Council approval in advance.
ALTERNATIVES
The Authority may elect not to accept the fund transfer and not to approve any or all of
these agreements, though staff does not recommend this alternative.
Prepared by: Sherry Barkas, Communications Specialist
Monika Radeva, Authority Secretary
Claudia Martinez, Finance Director
Approved by: Jon McMillen, Executive Director
Attachments:
1. Engineering and Procurement Agreement
2. Funding and Reservation of Capacity Agreement for Avenue 58 Transformer Bank
Addition
3. Financing Agreement
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RESOLUTION NO. FA 2025 – XXX
A RESOLUTION OF THE LA QUINTA FINANCING
AUTHORITY, LA QUINTA, CALIFORNIA, ACCEPTING
FUNDING FROM THE CITY OF LA QUINTA THROUGH A
FINANCING AGREEMENT BETWEEN THE CITY OF LA
QUINTA AND FINANCING AUTHORITY AND APPROVING
TWO AGREEMENTS RELATED TO ELECTRICAL
INFRASTRUCTURE IMPROVEMENTS AND
PROCUREMENT OF CERTAIN POWER EQUIPMENT
WHEREAS, the La Quinta Financing Authority (“Authority”) is a joint powers
authority duly created, established, and authorized to transact business and exercise its
powers under and pursuant to the Joint Exercise of Powers Act, Chapter 5 of Division 7
of Title 1 (commencing with Section 6500) of the Government Code of the State of
California (the “JPA Law”); and
WHEREAS, the Authority, was formed to assist the City of La Quinta (“City”) in the
financing, acquisition, construction, improvements, and operation of public facilities and
infrastructure; and
WHEREAS, the Authority, among other powers, is authorized by the JPA Law to
make loans to local public agencies; and
WHEREAS, the Authority seeks to strengthen system reliability and facilitate new
growth and development opportunities within the City’s boundaries and its sphere of
influence through certain electrical infrastructure improvements for the existing Imperial
Irrigation District (“IID”) Avenue 58 Substation (“Project”), located north of Avenue 58 and
west of Monroe Street in La Quinta; and
WHEREAS, on November 18, 2025, the IID Board of Directors approved two
agreements (1) Engineering and Procurement Agreement (for certain long lead-time
equipment to be paid by the City) and (2) Funding and Reservation of Capacity
Agreement for Avenue 58 Transformer Bank Addition, for the Project, estimated at $23.2
million, which includes adding a fourth transformer bank; and
WHEREAS, on December 16, 2025, the City Council (“Council”) of the City
adopted Resolution No. 2025-XXX, appropriating $10 million dollars from General
Fund Unassigned Reserves for the aforementioned Project, and approving the transfer
of these funds to the Authority pursuant to a Financing Agreement for purposes of
executing the two aforementioned agreements and providing funding, pursuant to
the terms of the agreements, for the Project; and
WHEREAS, the Authority accepts said transfer of funds; and
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Resolution No. FA 2025 – XXX
Electrical Infrastructure Improvements & Equipment Procurement Funding and Agreements
Adopted: December 16, 2025
Page 2 of 3
WHEREAS, the Executive Director is hereby authorized to further negotiate and
modify any of said agreements identified in this Resolution to effectuate their purpose,
provided the material terms relating to the amount appropriated and purpose for use of
the funds are not modified unless prior approval from the Board of Directors for the
Financing Authority is obtained; furthermore, the Executive Director is hereby authorized
to execute said agreements on behalf of the Authority; and to ensure the funding thereof.
NOW, THEREFORE, BE IT RESOLVED by the Financing Authority of the City of
La Quinta, California, as follows:
SECTION 1. The foregoing recitals are true and correct, and constitute the
findings of the Authority, and are incorporated herein by this reference.
SECTION 2. The Authority’s adoption of this Resolution is not subject to the
California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines [California
Code of Regulations Section 15378(b)(4)] because the adoption of this Resolution is a
fiscal activity which does not involve any commitment to any specific project which may
result in a potentially significant physical impact on the environment.
SECTION 3. This Resolution shall go into effect upon adoption and the Authority
Secretary shall certify to the adoption of this Resolution.
SECTION 4. The Executive Director, or designee, is hereby authorized and
directed to take such other and further actions, and execute such other and further
documents, as are necessary and proper in order to implement this Resolution on behalf
of the Authority.
PASSED, APPROVED, and ADOPTED at a regular meeting of the La Quinta
Financing Authority held on this 16th day of December 2025, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
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________________________
LINDA EVANS, Chairperson
La Quinta Financing Authority,
California
Resolution No. FA 2025 – XXX
Electrical Infrastructure Improvements & Equipment Procurement Funding and Agreements
Adopted: December 16, 2025
Page 3 of 3
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ATTEST:
________________________________
MONIKA RADEVA, Authority Secretary
La Quinta Financing Authority,
California
(AUTHORITY SEAL)
APPROVED AS TO FORM:
_______________________________
WILLIAM H. IHRKE, Authority Counsel
La Quinta Financing Authority,
California
ENGINEERING AND PROCUREMENT AGREEMENT
This ENGINEERING AND PROCUREMENT AGREEMENT (“Agreement”) is made and
entered into this __ day of _____________________, by and between City of La Quinta, an
incorporated city in the County of Riverside, State of California (“City”) and Imperial Irrigation
District, an irrigation and electric district organized and existing under the laws of the State of
California, (“IID"). City and IID each may be referred to individually as a "Party," or collectively
as the "Parties."
RECITALS
WHEREAS, for purposes of City’s participation in and execution of this Agreement,
California law has long recognized and authorized the production, generation, transmission, and
furnishing of (among other utilities) electric power for use by the public. (See, e.g., Cal. Const.,
Art. XI, § 9(a) [municipal corporations may establish, purchase, and operate public works to
furnish its inhabitants with (among other utilities) electric power]; id., Art. XII, § 3 [Public Utilities
Commission may regulate private providers of electric power].) Likewise, California law has long
recognized and authorized the ability for public agencies not only to charge users of electric power
for improvements and services from that utility but also to use public funds in furtherance of
providing electric power as a utility. (See, e.g., Independent Energy Producers Assn., Inc. v. State
Bd. of Equalization (2004) 125 Cal.App.4th 425, 443 [electric power facilities constructed with
assistance of public funds].);
WHEREAS, IID is the electric service provider within a defined service territory area within
Imperial County, California and portions of Riverside County, California (“District Service Area”);
WHEREAS, City seeks to facilitate new growth and development opportunities within the
City’s boundary and sphere of influence, specifically those located within the general vicinity of
IID’s Avenue 58 Substation (“Avenue 58 Facility”);
WHEREAS, to facilitate new electrical service to the Developments, IID has evaluated the
possibility of adding to the Avenue 58 Facility certain additional electrical distribution facilities
namely the installation of one (1) new 50MVA transformer, ancillary substation equipment and
new corresponding distribution line extensions (getaways’ conduit system) up to the perimeter
fence of the Avenue 58 Facility located immediately north of Avenue 58 in the City of La Quinta
(collectively, the “New Facility”), a schematic representation of which is shown on Exhibit “B”,
attached hereto and by reference incorporated herein;
WHEREAS, the Avenue 58 Facility is designed and operated primarily to support IID’s
regional transmission network (commonly referred to as “BES”) and offers limited physical space
to accommodate the New Facility in a manner which would permit any future physical or legal
separation of such New Facility from the Avenue 58 Facility such that IID may operate the Avenue
58 Facility separate and apart from the New Facility in compliance with its legal and regulatory
obligations arising out of its operation of the BES within its Balancing Authority Area (“BAA”);
WHEREAS, IID, City and certain land developers with projects located within the vicinity
of the Avenue 58 Facility (each, a “Developer” and collectively, the “Developers”) are negotiating
a final form of agreement concerning the Developers’ collective funding of the New Facility and
their respective rights to certain capacity therein once the New Facility is constructed as set forth
in said agreement (the “Funding and Reservation Agreement”);
ATTACHMENT 1
12
WHEREAS, because certain components of the New Facility require significant lead-time
for manufacturing prior to delivery and installation, City has requested IID conduct the initial
engineering and procurement of the long lead-time items necessary for the construction of the
New Facility and to undertake those preliminary activities necessary for development of the New
Facility;
WHEREAS, City has agreed to advance funds, subject to reimbursement by Developers
pursuant to the terms set forth in the Funding and Reservation Agreement; necessary for IID’s
procurement of the long lead-time items and preliminary engineering activities necessary for the
development of the New Facility as set forth in this Agreement;
WHEREAS, the Parties acknowledge that the New Facility will be owned, operated and
maintained by IID as an integral part of the Avenue 58 Facility and which New Facility shall not
be subject to any physical or legal separation therefrom the Avenue 58 Facility under any
circumstances and that City shall not seek or otherwise advocate for in any proceeding, whether
legislative or legal, for the legal or physical severance of the New Facility from the Avenue 58
Facility; and
WHEREAS, the Parties wish to set forth their agreement with respect to the initial
engineering and procurement as described above.
NOW, THEREFORE, in consideration of and subject to the mutual covenants contained
herein, including the foregoing which are part of this Agreement and not mere recitals, the Parties
agree as follows:
1. Capitalized Terms. Unless specifically defined herein, capitalized terms shall have the
meanings indicated in IID's Regulations or Developer Energy Planning Guide.
2. Authorization of Work. City authorizes IID to perform the preliminary engineering and
procurement (the “Work”) more specifically described in Attachment A.
3. Responsibilities of IID. IID shall:
a. Perform the preliminary engineering activities described in Attachment A;
b. Order and procure the long lead-time equipment necessary for the development
of the New Facility, including a 50MVA Transformer, breakers, switches, relays and such other
equipment or products as IID may determine in its sole discretion to be a risk of impacting
schedule due to long lead-time, as the same are generally described in Attachment A. IID shall
cause the procurement, design, including engineering, construction, operation, maintenance and
repair of the New Facility to comply with all applicable federal, State and local laws, ordinances,
rules, regulations, orders and policies relating to the New Facility (“Applicable Laws”) and any
applicable IID requirements, practices and standards, including all IID plans and specifications
required for the procurement, design, engineering, construction, operation, maintenance and
repair of the new Facility (“IID Plans and Specifications”);
c. Own, operate and maintain, as part of its electrical system, at all times, in
accordance with good utility practice, all portions of the New Facility, including all equipment,
products and other materials necessary for the construction of the New Facility, including that
which may be acquired pursuant to this Agreement;
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d. Use all funds provided by the City under this Agreement only for the purchase of
the equipment identified in Attachment A. Upon written request from the City, IID shall deliver
within thirty (30) days to City an accounting for all Work completed or to be completed pursuant
to this Agreement and for any funds received in connection with this Agreement, including line-
items for payments made or services rendered. If any funds remain unspent after full performance
by IID of its obligations under this Agreement, or are unable to be spent for any of the authorized
purposes set forth in this Agreement (such as, for example, the equipment is no longer able to be
delivered to IID for reasons outside of the control of any of the Parties to this Agreement), then
IID shall return said unspent or unused funds to the City within thirty (30) days after either IID’s
full performance under this Agreement with funds still remaining, or any third party vendor or other
independent person/entity notifies IID or City that said funds are no longer able to be used for the
purpose(s) set forth in this Agreement;
e. Expend the funds provided by City to IID, within ninety (90) days of the receipt of
such funds by IID. Any funds not expended within ninety (90) days shall be returned to the City.
4. Responsibilities of the City. City shall:
a. Pay, in advance, the estimated costs to be incurred by IID associated with the
review and approval of activities identified in this Agreement, as specified in Attachment A. The
amount of a deposit of such costs is attached hereto as Attachment B and is due to IID upon
execution of this Agreement; and
b. Cooperate with IID in meeting the obligations set forth in Section 3, including but
not limited to, providing information to IID necessary for the development of the New Facility.
5. Failure of City to Meet Obligations under this Agreement. If City fails to meet its obligations
under this Agreement, the following terms apply:
a. IID may provide to City a notice to cure and correct. Thereafter, City shall have
thirty (30) days within which to meet its obligation(s) as listed in the notice to cure and correct. If
City fails to meet its obligation by the end of that thirty (30) day period, IID may cease all activities
or efforts under this Agreement related to the Work, and may at its sole discretion, terminate this
Agreement upon written termination notice, if City fails to adhere to its obligations as set forth
herein.
b. If for any reason City fails to make a payment to IID as required by this Agreement,
IID will notify City of such failure. If City does not make the required payment within thirty (30)
calendar days of the notice of failure to make timely payment, IID may, in its sole discretion,
immediately terminate this Agreement and seek reimbursement of any deposit(s) then remitted
by IID to any service provider or equipment manufacturer with respect to the New Facility. To the
extent IID is successful in obtaining any reimbursement of all or any portion of any deposit(s), IID
may first apply therefrom said sums, in the following order: (1) to satisfy any outstanding financial
sums owing under any contract to which IID has entered into pursuant to this Agreement to
facilitate the development and construction of the New Facility; then (2) to satisfy any sums
outstanding hereunder this Agreement owed to IID for any portion of the Work completed
hereunder, including, for example, any engineering work or study, prior to such termination; and
then, (3) to City.
6. Failure of IID to Meet Obligations under this Agreement. If IID fails to meet its obligations
under this Agreement, the following terms apply: City may provide to IID a notice to cure and
14
correct. Thereafter, IID shall have thirty (30) days within which to meet its obligation(s) as listed
in the notice to cure and correct. If IID fails to meet its obligation by the end of that thirty (30) day
period, City may cease all activities or efforts under this Agreement and may, at its sole discretion,
terminate this Agreement upon written termination notice, if IID: (i) fails to use any of the funds
from the City for the purchase of the equipment identified in Attachment A and IID’s review and
approval of activities arising from the integration and use of the equipment identified in Attachment
A, or (ii) fails to adhere to its obligations as set forth herein.
7. Intention to Execute Funding and Reservation Agreement; Intent of the Parties. IID and
City intend to enter into the Funding and Reservation Agreement (together with Developers) with
respect to the ultimate funding, construction, and operation of the New Facility. The Funding and
Reservation Agreement will identify the totality of the facilities and costs necessary for the
complete construction of the New Facility and any engineering, design, and procurement activities
identified as necessary for the New Facility. The Funding and Reservation Agreement will also
account for Work already undertaken and payments already made pursuant to this Agreement
together with provisions for reimbursement to City by Developers. The Parties further
acknowledge that the City, if the City is not reimbursed through the Funding and Reservation
Agreement, intends to be reimbursed through a potential combination of means including: other
potential negotiated agreement(s) with developers of future projects in City before those
developers receive power; payment of a development impact fee to the City as a condition of
regulatory approval for a future development project when the project receives power from the
New Facility which is funded under this Agreement; or payment to the City pursuant to any other
lawful means. Notwithstanding the foregoing, City and IID expect that City will be fully reimbursed
for all payments made by City pursuant to this Agreement from the first milestone payment to be
paid to IID by the Developers under the Funding and Reservation Agreement and that the
foregoing mechanisms by which City may seek reimbursement shall be absolutely conditioned on
the failure of City to be reimbursed in full for all payments made under this Agreement from the
first milestone payment to be paid to IID by Developers under the Funding and Reservation
Agreement.
8. IID Not Liable for Delays. In no event shall IID be responsible under the terms of this
Agreement for any delay in completion of the Work, provided, however, IID will make all
commercially reasonable efforts to avoid delay in completion of the Work.
9. Other Fees and Charges. Nothing in this Agreement compels any public entity to issue
any permit, approval, or entitlement that otherwise must be applied for and processed in
accordance with applicable laws and procedures, including any discretionary or ministerial
permits. Nothing in this Agreement constitutes a waiver of any applicable fees, assessments, or
taxes.
10. Termination of Agreement. Subject to Section 11 below, this Agreement shall terminate
upon the earliest of the following to occur: (i) written notice provided by IID to City as permitted
herein; or (ii) written notice provided by City to IID as permitted herein.
11. Survival of Obligation to Pay and Reconciliation. Except in the situation of IID’s default,
City’s obligations to pay IID for costs incurred or committed to be incurred pursuant to this
Agreement will survive termination of this Agreement for any reason except insofar as payment
of such costs is provided for in the Funding and Reservation Agreement.
12. Ownership. City acknowledges and agrees that IID solely shall own the New Facility,
including all appurtenant equipment, rights, and associated interests made, given, granted or
15
arising in connection therewith, including any manufacturer’s warranties upon any of the
foregoing, including any which may be acquired pursuant to this Agreement. In accordance with
the recitals contained hereinabove, City acknowledges that at all times hereafter the date of this
Agreement, the New Facility will be owned, operated and maintained by IID as an integral part of
the Avenue 58 Facility and which New Facility shall not be subject to any physical or legal
separation therefrom the Avenue 58 Facility under any circumstance and that City shall not seek
or otherwise advocate for in any proceeding, whether legislative or legal, for the legal or physical
severance of the New Facility from the Avenue 58 Facility. Upon completion of the New Facility,
IID shall operate and maintain the New Facility as part of its electric system in accordance with
good utility practice. City shall not acquire any ownership rights in the Avenue 58 Facility or the
New Facility by virtue of this Agreement.
13. Indemnification. The City, nor its Council, officers, executives, directors, employees,
contractors, agents or representatives thereof shall not be responsible for any damage or liability
occurring by reason of any act or omission of IID under or in connection with the Work performed
by IID under this Agreement. Pursuant to Government Code Section 895.4, IID shall fully
indemnify and hold City harmless from any liability imposed for injury (as defined by Government
Code Section 810.8) occurring by reason of any act or omission of IID under or in connection with
the Work performed by IID pursuant to this Agreement. Likewise, neither IID nor its Board, or any
officer, executive, director, executive, employee, contractor, agent or representatives thereof shall
be responsible for any damage or liability occurring by reason of any act or omission of City under
or in connection with this Agreement, and pursuant to Government Code Section 895.4, City shall
fully indemnify and hold IID harmless from any liability imposed for injury (as defined by
Government Code Section 810.8) occurring by reason of any act or omission of City under or in
connection with this Agreement.
14. Limitation of Liability; Release. IID’s liability for any action arising out of its activities or
non-performance relating to this Agreement shall be limited to the refund of amounts received
hereunder. UNDER NO CIRCUMSTANCES SHALL IID (OR ITS BOARD, EMPLOYEES,
CONTRACTORS OR AGENTS) BE LIABLE FOR ANY OF CITY’S ECONOMIC LOSSES, COSTS
OR DAMAGES, INCLUDING BUT NOT LIMITED TO SPECIAL, INDIRECT, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES.
15. Disclaimer of Warranty. IID warrants that the work it performs hereunder, including the
Work, shall be consistent with Good Utility Practice. IID DISCLAIMS ALL OTHER WARRANTIES
IN CONNECTION WITH THE ENGINEERING AND PROCUREMENT SERVICES SET FORTH
IN THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE
WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND ALL
SIMILAR WARRANTIES.
16. Representations, Warranties, and Covenants. Each Party makes the following
representations, warranties and covenants:
a. Good Standing. Such Party is duly organized, validly existing and in good standing
under the laws of the state in which it is organized, formed, or incorporated, as applicable; that it
is qualified to do business in the state or states in which it is located, and that it has the corporate
power and authority to own its properties, to carry on its business as now being conducted and to
enter into this Agreement and carry out the transactions contemplated hereby and perform and
carry out all covenants and obligations on its part to be performed under and pursuant to this
Agreement.
16
b. Authority. Such Party has the right, power and authority to enter into this
Agreement, to become a Party hereto and to perform its obligations hereunder. This Agreement
is a legal, valid and binding obligation of such Party, enforceable against such Party in accordance
with its terms, except as the enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization or other similar laws affecting creditors' rights generally and by general
equitable principles (regardless of whether enforceability is sought in a proceeding in equity or at
law).
c. No Conflict. The execution, delivery and performance of this Agreement does not
violate or conflict with the organizational or formation documents, or bylaws or operating
agreement, of any Party, or any judgment, license, permit, order, material agreement or instrument
applicable to or binding upon such Party or any of its assets.
d. Consent and Approval. The Parties have obtained each consent, approval,
authorization, order, or acceptance by any Governmental Authority that is required of it in
connection with the execution, delivery and performance of this Agreement, including the City’s
City Council and IID’s Board of Directors, and each will provide to any Governmental Authority
notice of any actions under this Agreement that are required by Applicable Laws and Regulations.
e. Compliance with Law. In performing their respective obligations under this
Agreement, each Party shall comply with and conform to all applicable laws, rules, regulations
and ordinances.
17. Force Majeure. The IID shall not be considered to be in default of the provisions of this
Agreement if delays in or failure of performance shall be due to uncontrollable forces, the effect
of which, by the exercise of reasonable diligence, the IID could not avoid. The term uncontrollable
forces shall mean any event which results in the prevention or delay of performance by IID of its
obligations under this Agreement and which is beyond the control of IID. The term uncontrollable
forces includes, but is not limited to, fire, acts of God, flood, earthquakes, storms, lightning,
epidemic, war, riot, civil disturbance, sabotage, inability to procure permits, licenses, or
authorizations from any state, local, or federal agency, or person for any of the supplies, materials,
accesses, or services required to be provided by the IID under this Agreement, strikes, work
slowdowns, or other labor disturbances, and judicial constraint. The provisions of this section shall
not be interpreted or construed to require the IID to prevent, settle, or otherwise avoid a strike,
work slowdown, or other labor action. The IID shall give timely notice, either in writing or via
telephone, to the City describing the circumstances of uncontrollable forces that prevent the
fulfillment of obligation of this Agreement. Telephone notices given pursuant to this section shall
be confirmed in writing as soon as reasonably possible. The IID shall give timely written notice to
the City that the uncontrollable forces that prevented the fulfillment of obligations of this
Agreement are no longer present and work has resumed on those obligations.
18. Governing Law. This Agreement shall be governed by, interpreted and enforced in
accordance with the laws of the State of California, as if executed and to be performed wholly
within the State of California, and without regard to principles of conflicts of law.
19. Venue. Any action or proceeding arising out of or relating to this Agreement shall be
brought in State court located in the County of San Diego, California and/or Federal court located
in the County of San Diego. Each Party irrevocably agree to submit to the exclusive jurisdiction
of such courts in the State of California for the purpose of litigating any dispute arising out of or
relating to this Agreement, and waive any defense of forum non conveniens (or a similar doctrine
pertaining to venue).
17
20. Notices.
a. Representatives and Addresses. All notices, requests, demands, and other
communications required or permitted under this Agreement shall be in writing, unless otherwise
agreed by the Parties, and shall be delivered in person or sent by certified mail, postage prepaid,
by overnight delivery, or by electronic mail or electronic facsimile transmission, and addressed as
follows:
When delivered to IID:
Imperial Irrigation District
Attention: General Manager
333 E. Barioni Boulevard (for hand-delivery)
PO BOX 937 (for mailings)
Imperial, CA 92251
(760) 339-9477
When delivered to City:
City of La Quinta
Attention: City Manager
78-495 Calle Tampico
La Quinta, CA 92253
(760) 777-7000
b. Changed Representatives and Addresses. Either Party may, from time to time,
change its representative(s) or address for the purpose of notices to that Party by a similar notice
specifying a new representative or address, but no such change shall be deemed to have been
given until such notice is actually received by the Party being so notified.
21. Miscellaneous.
a. Binding Effect. This Agreement and the rights and obligations hereof, shall be
binding upon and shall inure to the benefit of the successors and assigns of the Parties hereto.
b. Conflicts. In the event of a conflict between the body of this Agreement and any
attachment, appendices or exhibits hereto, the terms and provisions of the body of this Agreement
shall prevail and be deemed the final intent of the Parties.
c. Rules of Interpretation. This Agreement, unless a clear contrary intention appears,
shall be construed and interpreted as follows: (1) the singular number includes the plural number
and vice versa; (2) reference to any person includes such person's successors and assigns but,
in the case of a Party, only if such successors and assigns are permitted by this Agreement, and
reference to a person in a particular capacity excludes such person in any other capacity or
individually; (3) reference to any agreement (including this Agreement), document, instrument or
tariff means such agreement, document, instrument, or tariff as amended or modified and in effect
from time to time in accordance with the terms thereof and, if applicable, the terms hereof; (4)
reference to any Applicable Laws and Regulations means such Applicable Laws and Regulations
as amended, modified, codified, or reenacted, in whole or in part, and in effect from time to time,
including, if applicable, rules and regulations promulgated thereunder; (5) unless expressly stated
18
otherwise, reference to any Attachment is to an Attachment to this Agreement; (6) "hereunder",
"hereof", "herein", "hereto" and words of similar import shall be deemed references to this
Agreement as a whole and not to any particular Section or other provision hereof or thereof; (7)
"including" (and with correlative meaning "include") means including without limiting the generality
of any description preceding such term; and (8) relative to the determination of any period of time,
"from" means "from and including", "to" means "to but excluding" and "through" means "through
and including". Ambiguities or uncertainties in the wording of this Agreement shall not be
construed for or against any Party, but shall be construed in the manner that most accurately
reflects the Parties’ intent as of the date they executed this Agreement.
d. Entire Agreement; Incorporation of Recitals. This Agreement constitutes the entire
agreement between the Parties with reference to the subject matter hereof, and supersedes all
prior and contemporaneous understandings or agreements, oral or written, between the Parties
with respect to the subject matter of this Agreement. There are no other agreements,
representations, warranties, or covenants that constitute any part of the consideration for, or any
condition to, either Party's compliance with its obligations under this Agreement. Each and every
of the recitals set forth hereinabove are hereby incorporated herein this Agreement as is though
set forth herein and contain integral terms and conditions of this Agreement.
e. No Third Party Beneficiaries. This Agreement is not intended to and does not
create rights, remedies, or benefits of any character whatsoever in favor of any persons,
corporations, associations, or entities other than the Parties, and the obligations herein assumed
are solely for the use and benefit of the Parties, their successors in interest and, where permitted,
their assigns.
f. Waiver. The failure of a Party to this Agreement to insist, on any occasion, upon
strict performance of any provision of this Agreement will not be considered a waiver of any
obligation, right, or duty of, or imposed upon, such Party. Any waiver at any time by either Party
of its rights with respect to this Agreement shall not be deemed a continuing waiver or a waiver
with respect to any other failure to comply with any other obligation, right, duty of this Agreement.
Any waiver of this Agreement shall, if requested, be provided in writing.
g. Headings. The descriptive headings of the various sections of this Agreement have
been inserted for convenience of reference only and are of no significance in the interpretation or
construction of this Agreement.
h. Multiple Counterparts; Electronic Signatures. This Agreement may be executed in
two or more counterparts, each of which is deemed an original but all constitute one and the same
instrument. The words “execution,” “execute,” “signed,” “signature,” and words of like import in or
related to any document to be signed in connection with this Agreement shall be deemed to
include electronic signatures or the keeping of records in electronic form, each of which shall be
of the same legal effect, validity or enforceability as a manually executed signature or the use of
a paper-based recordkeeping system, as the case may be, to the extent and as provided for in
any applicable law.
i. Amendment. The Parties may by mutual agreement amend this Agreement by a
written instrument duly executed by the Parties. No amendment shall be effective if executed
otherwise.
j. No Partnership. This Agreement shall not be interpreted or construed to create an
association, joint venture, agency relationship, or partnership between the Parties or to impose
19
any partnership obligation or partnership liability upon either Party. Neither Party shall have any
right, power or authority to enter into any agreement or undertaking for, or act on behalf of, or to
act as or be an agent or representative of, or to otherwise bind, the other Party.
k. Severability. If any provision in this Agreement is finally determined to be invalid,
void or unenforceable by any court or other Governmental Authority having jurisdiction, such
determination shall not invalidate, void or make unenforceable any other provision, agreement or
covenant of this Agreement.
22. Assignment. Neither Party shall assign this Agreement and any attempted assignment
without the consent and approval of the other Party shall automatically be void. This Agreement
shall be fully binding upon, inure to the benefit of, and be enforceable by the Parties and their
respective successors and assigns.
23. IID’s Regulations and Developer Energy Planning Guide. This Agreement is subject to
IID’s Regulations and Developer Energy Planning Guide as may be amended from time-to-time.
(Regulations: https://www.iid.com/power/rates-regulations/regulations ) (Developer Energy
Planning Guide:
https://www.iid.com/home/showpublisheddocument/14229/638808431962130000 ).
[Signature page follows.]
20
IN WITNESS THEREOF, the Parties have caused this Agreement to be duly executed by their
duly authorized officers or agents on the day and year first above written.
IMPERIAL IRRIGATION DISTRICT
____________________________
By:
Its:
Date:
CITY OF LA QUINTA
____________________________
By:
Its:
Date:
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ATTACHMENT A
ENGINEERING AND PROCUREMENT TO BE PERFORMED BY IID
The “Work” under this Agreement shall consist of the following activities:
1) Develop preliminary engineering drawings necessary to facilitate construction and
operation of the New Facility.
2) Order and procure the long lead-time items as follows:
50MVA Transformer
Breakers
Switches
Control Room/Relays
Regulators
Such other equipment or products as IID may determine in its sole discretion
to be a risk of impacting schedule due to long lead-time.
[Detailed equipment list to be attached prior to execution.]
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ATTACHMENT B
REQUIRED DEPOSIT
Deposit Amount: _______________ Dollars ($____,000.00) to be updated
23
Page 1 of 23
FUNDING AND
RESERVATION OF CAPACITY AGREEMENT
for
AVENUE 58 TRANSFORMER BANK ADDITION
THIS FUNDING AND RESERVATION OF CAPACITY AGREEMENT (this “Agreement”)
is made this ____ day of _______________________, by and between IMPERIAL IRRIGATION
DISTRICT, an irrigation district formed under the Water Code of the State of California (“IID”), the
City of La Quinta, an incorporated city in the County of Riverside, State of California (“City”), the
County of Riverside, a political subdivision of the State of California (“County”) (each of City and
County an “Agency” and collectively the “Agencies”) and each of the developers listed on Exhibit
“A” attached hereto and incorporated herein by reference (each a “Developer” and collectively,
the “Developers”). IID, the City, County and the Developers are collectively referred to as the
“Parties” or individually as a “Party”). Also, the City, County and each Developer who are Parties
to this Agreement are also referred to as a “Participant” or the “Participants” to the extent they
participate in this Agreement as to any reservation of capacity.
WHEREAS, IID is the electrical service provider within a defined service territory area within
Imperial County, California and portions of Riverside County, California (“District Service Area”)
and the City and each Developer seeks to induce IID to develop new electrical distribution service
within the District Service Area to facilitate new growth and development as identified herein;
WHEREAS, each Developer seeks to develop a separate piece of real property within the District
Service Area (each a “Development” and collectively, the “Developments”) and require electric
service from IID;
WHEREAS, IID owns, operates and maintains the Avenue 58 Substation (“Avenue 58 Facility”),
and which facility is an integral part of IID’s bulk electric system (“BES”) and supports IID’s
regional transmission network and balancing authority area (“BAA”);
WHEREAS, to facilitate new electrical service to each Development, IID has evaluated the
possibility of adding to the Avenue 58 Facility certain additional electrical distribution facilities
namely the installation of one (1) new 50MVA transformer, ancillary substation equipment and
new corresponding distribution line extensions (getaways) up to the perimeter fence of the
Avenue 58 Facility located immediately north of Avenue 58 in the City of La Quinta (collectively,
the “New Facility”), a schematic representation of which is shown on Exhibit “B”, attached hereto
and by reference incorporated herein;
WHEREAS, the Avenue 58 Facility is designed and operated primarily to support IID’s regional
transmission network (commonly referred to as “BES”) and offers limited physical space to
accommodate the New Facility in a manner which would permit any future physical or legal
separation of such New Facility from the Avenue 58 Facility such that IID may operate the Avenue
58 Facility separate and apart from the New Facility in compliance with its legal and regulatory
obligations arising out of its operation of the BES within its Balancing Authority Area (“BAA”);
WHEREAS, the Parties acknowledge that at all times hereafter, the New Facility will be owned,
operated and maintained by IID as an integral part of the Avenue 58 Facility and which New
Facility shall not be subject to any physical or legal separation therefrom the Avenue 58 Facility
under any circumstances and that no Party hereto this Agreement shall seek or otherwise
advocate for in any proceeding, whether legislative or legal, for the legal or physical severance of
the New Facility from the Avenue 58 Facility;
ATTACHMENT 2
24
Page 2 of 23
WHEREAS, the Parties intend hereby to set forth the framework for each Developer, at their cost
and expense, to induce IID to (a) undertake and complete design and, engineering of the New
Facility; (b) procure materials, supplies, and equipment for the New Facility; and, (c) fund, by
advancing IID’s reasonable and actual costs for engineering, development construction and
commissioning of the New Facility (“Construction Costs”). A preliminary estimate of IID’s
Construction Costs is shown on Exhibit “C”, attached hereto and incorporated herein by reference;
WHEREAS, New Facility, when constructed, will facilitate growth and development and is
sufficient to mitigate impacts to the IID’s distribution system directly caused by each Development
and are necessitated by each Developments’ electrical requirements;
WHEREAS, because City will advance initial funding necessary for initial engineering and to
procure the long-lead equipment necessary for the construction of the New Facility to
accommodate Developments’ electrical requirements, City is entitled to reimbursement from each
Developer as set forth in this Agreement; and,
WHEREAS, because the Developers are to collectively bear the expense for the New Facility
necessary to serve their electrical service requirements by paying their proportional share of the
cost thereof all as set forth herein, IID agrees that each Developer who is now or hereafter
becomes a party to this Agreement should be entitled to a reservation of the capacity in the
amounts, durations and upon the terms and conditions set forth herein.
NOW THEREFORE IT IS AGREED AS FOLLOWS:
1. New Facility Requirements. The Parties agree that the New Facility is necessary to serve
each Developers’ respective electrical service needs and the New Facility, when
constructed, will have the capacity necessary to facilitate growth and development and
mitigate the impacts to IID’s electric system directly caused by each Development and
other anticipated electrical service needs as identified herein. The Parties further agree
that due to the location of each Development, the New Facility is necessary to
accommodate electric service thereto each Development and the corresponding electrical
service needs. The Parties agree that the New Facility has been developed based upon
information supplied by each Developer. Each Developer acknowledges and agree that
they will be responsible for funding the cost of the New Facility as set forth in this
Agreement.
2. CEQA Compliance. IID agrees that it will serve as the lead agency with respect to the
California Environmental Quality Act (“CEQA”) in connection with the New Facility and,
that following the Parties full and complete execution of this Agreement, will undertake all
necessary studies and analyses necessary or prudent to ensure appropriate compliance
with CEQA. All cost and expense associated with the foregoing, including the cost of any
mitigation measures or other fees or costs arising therefrom or in connection therewith
shall be included as part of the Construction Costs. IID will include in any required
analyses, the New Facility together with the potential routes and configurations for the
Customer Distribution Facilities (defined below). Notwithstanding the foregoing, the
Parties acknowledge and agree that execution of this Agreement and construction of the
New Facility, or any element thereof, is subject to compliance with CEQA as set forth
herein and pursuant to applicable law.
3. Construction Documents. IID shall be responsible for creating all plans, specifications,
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Page 3 of 23
and construction drawings for the engineering and design of the New Facility (the
"Construction Documents").
4. Procurement of Materials. IID will procure products and equipment required for the New
Facility, particularly long lead time products and materials, in order to maximize cost
efficiencies and avoid delay.
5. Construction of the New Facility. IID shall be responsible for constructing the New Facility,
however, in accordance with IID’s Regulations (defined below) and DEPG (defined below),
each Developer, in consultation with IID, shall obtain any and all permits or approvals
required for the New Facility and shall otherwise complete or satisfy all requirements or
conditions of service as set forth in IID’s Regulations and DEPG with respect to electrical
service from the New Facility. Without limitation, an example of the foregoing permits or
approvals may include an encroachment permit for work within dedicated roadways
adjacent to the New Facility. Each Developer shall bear all responsibility in connection
with any required permits, approvals or conditions of service necessary for development
and construction of the New Facility and receipt of electrical service therefrom, including
all costs therefor, which shall be included as part of the Construction Costs.
a. Construction of Distribution Facilities and Special Service Conditions. Separate
from any amount paid hereunder by each Developer toward the Construction Costs for
the New Facility, each Developer shall also be responsible for and pay the costs for all
distribution facilities determined by IID to be necessary for the establishment of electrical
service to each Development site(s) or location of electrical service needs for each of the
Developers (or their approved successor or assignee) (the “Customer Distribution
Facilities”).These Customer Distribution Facilities may include the installation of
underground and/or overhead distribution conduits, cables, structures, poles, wires and
related equipment, including any onsite or offsite from each Developer’s respective
Development site(s) and/or the location of their respective electrical service needs, all as
may be necessary or appropriate for the distribution of electrical energy thereto. All such
Customer Distribution Facilities shall be installed in accordance with IID’s Regulations and
DEPG. Additionally, each Developer shall be responsible for satisfaction of all required
service conditions precedent to the establishment of electrical service to all or any part of
such Developer’s development project, including obtaining necessary or appropriate
rights-of-way, permits or entitlements for any such Customer Distribution Facilities to be
extended, all in accordance with IID’s Regulations and DEPG. Notwithstanding the
foregoing, attached hereto as Exhibit “E” and incorporated herein by reference, is a map
depicting the route(s) anticipated by IID to be utilized for the extension of such Customer
Distribution Facilities, namely underground and overhead distribution feeder circuits, from
the New Facility to each Developer’s development site(s) and/or the location(s) of the
other Participant’s electrical service needs. IID makes no representation or warranty as to
the viability of such anticipated route(s) for use in the extension of such new Customer
Distribution Facilities. To the extent the ultimate design and implementation of any
Customer Distribution Facilities vary from those set forth or otherwise contemplated herein
and additional permits, approvals, including compliance with CEQA or other applicable
laws is required, each Developer requiring or necessitating such Customer Distribution
Facilities shall facilitate and pay the cost therefor obtaining such permits or approvals or
compliance pursuant to IID’s Regulations and DEPG.
6. Payment of Construction Costs. The Developers shall bear all costs, including, without
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Page 4 of 23
limitation, the Construction Costs, incurred in connection with development and
construction of the New Facility, by paying their proportionate share thereof such costs,
and which costs shall be paid to IID in advance thereof in accordance with the Milestone
Payment and Reimbursement Schedule shown on Exhibit “D”, attached hereto and
incorporated herein by reference. Unless otherwise set forth in this Agreement, each and
every payment shall be funded to the City to hold in an interest bearing account pursuant
to a separate agreement. All interest earned, if any, in that account shall be treated and
spent in the same manner as payments made hereunder. IID shall apply such payments
and interest, if any, as set forth in Section 8. Except as set forth in Section 7(c), below,
each and every payment paid to IID by each and every Developer hereunder this
Agreement is paid unconditionally and shall be nonrefundable.
a. Reimbursement to City [and County]. Developers acknowledge that City [and
County have] agreed to provide advance funding to IID toward certain portions of the initial
Construction Costs as set forth in that certain Engineering and Procurement Agreement
by and between City, County and IID, dated as of ____, (the “E&P Agreement”) and agree
that IID is to reimburse City and County for advance funding paid by City and County to
IID in accordance with the Milestone Payment and Reimbursement Schedule, first from
milestone payments paid to IID by each Developer under this Agreement.
b. IID Contribution Toward Construction Costs. The Parties hereto, inclusive of IID,
acknowledge and agree that IID shall retain no less than twenty percent (20%) of the gross
electrical capacity to be realized from the New Facility for purposes of maintaining
electrical system reliability and native-load resiliency (the “Reliability Band”) and that for
and in consideration of the Reliability Band, IID agrees to contribute exactly twenty percent
(20%) of the Construction Costs toward payment of such Construction Costs (the “IID
Contribution”). [This Section 5(b) and the IID Contribution is subject to approval by the IID
Board of Directors. IID needs to finalize this percentage figure]
c. Final Cost. Upon completion (in-service) of the New Facility, IID will true up actual
costs, including accounting for the IID Contribution. IID will provide the other Parties with
the final actual Construction Cost ("Final Cost") and reasonable supporting information for
the Final Cost. If the Final Cost exceeds the amount of the Construction Costs then
collected by IID hereunder, including any accrued interest, then each Developer, the City
and the County shall reimburse IID for any exceedances within thirty (30) days of mailing
of notice of the balance due. If the Final Cost is less than the Construction Costs then
collected by IID hereunder, including any accrued interest, then IID shall reimburse each
Developer, the City and the County for any balance within sixty (60) days of mailing of
notice of the Final Cost, which amount shall be distributed to each Developer, the City and
the County in accordance with their pro rata contribution thereto the New Facility. In
addition to any other remedy available hereunder, including declaring any Developer, the
City or the County hereunder in default pursuant to Section 8 hereof, should any
Developer, the City or the County fail to reimburse IID for any exceedances hereunder this
Section 5(b), IID may, without further notice therefor to such Developer, the City or they
County, reduce, on a pro-rata basis, any reservation of capacity to such Participant (a
“Capacity Reduction”) until such exceedances are paid in full to IID. If such Participant
fails to reimburse IID for any exceedances hereunder no later than one-hundred eighty
(180) calendar days following the date of mailing of notice of the Final Cost, then, subject
to Section 8(a), IID may elect to allocate any electrical capacity realized from such
Capacity Reduction as set forth in Section 8(b), Section 8(b)(i) and Section 9, as IID may
deem appropriate under the circumstances in IID’s sole and absolute discretion.
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7. Term. The Parties agree that this Agreement and the Capacity Reservation Period
(defined below) will remain in effect for a period of Twenty (20) calendar years from the
date of completion (in-service) of the New Facility unless extended by mutual written
agreement of the Parties.
8. Reservation of Capacity. Each Developer has provided IID with each Developer’s
respective development plan or schedule of electrical service needs that will use new
electrical capacity from the New Facility for each Development. Each Developer’s plans
involve a phased-in usage of the New Facility as further identified in Exhibit A attached
hereto and incorporated herein by reference. Each Developer acknowledges and agrees
that the capacity reservation is based upon the plan of service provided to IID by each
Developer. Subject to Section 7(a), for a period of twenty (20) years from the date of
completion (in-service) of the New Facility, IID shall reserve capacity in the New Facility
for each Developer in the quantity outlined in Exhibit A (the “Capacity Reservation
Period”). On an annual basis, beginning the first full year following completion (in-service)
of the New Facility, IID and each Developer will review each Developers’ respective usage
of their reserved capacity for its Development. Any deviation in use outside of that
identified in Exhibit A will result in a change in available capacity, if any, available in future
identified phases. For example, if a Party (other than IID) has a total capacity reservation
of 1000 kVA and is intended to be phased-in over four years at 250 kVA per year, and in
the first year the total capacity used is 500 kVA, then as to such Party, there would only
be 500 kVA of reserved capacity remaining for such Party for the remainder of the capacity
reservation period. Such annual review of remaining capacity shall not operate to reduce
the overall capacity reserved to any Participant hereunder as set forth on Exhibit “A”, only
that such review shall determine the balance of such reserved capacity remaining for such
Participant when accounting for all prior usage or transfer or assignment of such capacity
by or from such Participant. Notwithstanding the foregoing, the Capacity Reservation
Period shall not be applicable to the Reliability Band which is to be allocated permanently
to IID for purposes of maintaining electrical system reliability and native-load resiliency.
a. Capacity Maintenance Fee. If upon the tenth (10th) anniversary of the date of
completion (in-service) of the New Facility any Developer has not then used or caused to
be used at least fifty percent (50%) of the capacity reserved for said Developer, then, to
extend Developer’s reservation of the balance of the capacity then un-used for an
additional ten (10) years, Developer shall pay to IID a one-time capacity maintenance fee
in an amount equal to one-hundred dollars ($100.00) multiplied by the total capacity
(measured in kVA) then remaining on reserve for such Developer (the “Capacity
Maintenance Fee”). Developer shall pay such Capacity Maintenance Fee to IID no later
than sixty (60) days of mailing of notice thereof to each Developer which may then be
subject to the Capacity Maintenance Fee. If Developer fails to pay any portion of the
Capacity Maintenance Fee as and when due, IID may terminate the remaining reserved
capacity held by IID from the New Facility for the benefit of such Developer hereunder and
may, Subject to Section 8(a), elect to allocate any electrical capacity realized from such
termination as set forth in either Section 8(b) or Section 8(b)(i) or Section 9, as IID deems
appropriate under the circumstances in IID’s sole and absolute discretion. Developers
acknowledge and agree the Capacity Maintenance Fee is intended to address and
compensate for IID’s on-going operational costs associated with operation of the New
Facility prior to becoming fully subscribed with new electrical service customers. Under no
circumstances shall City or County be required to pay a Capacity Maintenance Fee,
including the situation in which IID has reallocated to City or County capacity to be funded
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by City or County pursuant to Section 8(b) of this Agreement.
b. Transfer or Assignment of Capacity Reservation by Developer. Developers may
transfer or assign all or a portion of its capacity reservation only in connection with (i) a
transfer of all or any pro rata portion of the specific Development site or project for which
Developer’s development plan was prepared and submitted to IID as identified herein, or
(ii) in connection with Developer’s pledge of its capacity reservation hereunder in
connection with the pledge of Developer’s specific development site or project identified
herein for purposes of obtaining financing therefor; provided, however, Developer shall
first obtain the written concurrence of IID for such transfer or assignment, and which
transfer or assignment, if so approved by IID, is to be evidenced using the form of Consent
to Assignment attached hereto as Exhibit “E” and incorporated herein by this reference
(the “Form of Assignment”) as the same may be amended by IID from time to time.
c. Transfer or Assignment of Capacity Reservation by City or County. City or County
may transfer or assign all or a portion of any capacity reserved to it hereunder provided (i)
such capacity is not already allocated to other otherwise assigned to a particular
development site or project or proposed use and (ii) City or the County shall first consult
with IID and obtain IID’s advance concurrence therefor as evidenced by IID’s delivery of
a duly executed Form of Assignment (as defined above) therefor such transfer or
assignment.
d. Prohibition on Transfer or Assignment. In no event may any capacity reserved
hereunder to any Party (other than IID) be transferred or assigned pursuant to either of
Section 7(a) or 7(b) if the assignee receiving such capacity reservation intends or seeks
to make use of such reserved capacity in a location remote from or otherwise not
electrically integrated to the New Facility as determined in IID’s sole and absolute
discretion.
9. Complete Participation. The Parties acknowledge and agree that collective participation
by each Developer, the City and the County (the “Participants”) as outlined herein this
Agreement is absolutely necessary for the complete funding and construction of the New
Facility to meet the electrical requirements of each Developer, the City and the County.
Unless otherwise set forth in this Agreement, each and every payment made hereunder
by each Developer, the City and the County, including any paid pursuant to the Milestone
Payment and Reimbursement Schedule shown on Exhibit “D”, attached hereto and
incorporated herein by this reference, or otherwise, is paid unconditionally and is
nonrefundable, provided, however, IID shall apply such payments as set forth in Section
8. In the event one or more Developers fails to pay any monetary sum or otherwise perform
any obligation as and when due under this Agreement, IID may declare such Party in
default of this Agreement by sending notice thereof to such Party(s) and thereafter
providing such Party(s) thirty (30) days to cure such breach. If any Party shall fail to cure
such breach following notice and the passage of such thirty-day cure period, IID shall be
entitled to immediately terminate this Agreement as to such Party and retain any and all
sums then paid by such Party and which such sums IID shall be entitled to apply as
follows: first: (1) toward any sums outstanding to City pursuant to Section 5(a) of this
Agreement, (2) toward any outstanding financial sums, including, without limitation, any
Construction Costs, owing under any contract to which IID has entered into pursuant to
this Agreement to facilitate the development and construction of the New Facility; then, (3)
toward any financial sums outstanding hereunder this Agreement owed to IID for any
portion of the Work completed, including, for example, any engineering work or study,
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prior to such termination; and then, (4) to any other Construction Costs as and when the
same may become due in the ordinary course pursuant to this Agreement. In the event of
such termination, IID will allocate to such terminated Developer(s) only a pro rata share of
the electrical capacity to be realized from the New Facility on the basis of such amounts
actually paid by such terminated Developer(s) as the same bears against the Final Cost
of the New Facility utilizing the methodology set forth in Section 9(b). The obligation of
each Developer, including any to which this Agreement is terminated pursuant to this
Section 8, to pay any monetary sum incurred or committed to be incurred or to otherwise
be paid pursuant to this Agreement will survive termination of this Agreement.
a. City or County Contribution. In the event IID terminates this Agreement as to one
or more Developers prior to the Construction Costs being funded in full pursuant to this
Agreement, then prior to application of the procedures set forth in Section 8(b) or 8(b)(i)
or Section 9, City or the County, at its election, may fund or otherwise perform any
obligation of such terminated Developer(s), or such portion thereof as City or the County
may desire to elect. In such event, IID will reallocate to City or the County the associated
capacity from the New Facility which will be funded by City or the County hereunder this
Section 8(a), on a pro rata basis. Upon termination of this Agreement as to any
Developer(s), IID will notify City or the County of such termination and thereafter, City or
the County shall have no less than forty-five (45) calendar days in which to make its
election, if any, as City or the County may desire pursuant to this Section 8(a) to fund or
perform the obligation of such terminated Developer(s) or portion thereof and receive
therefor a corresponding reservation of capacity from the New Facility. In the event City
or County makes any election to participate in the payment of any sum or performance of
any obligation of a terminated Developer(s) hereunder, upon such election, and unless
otherwise set forth herein, City or the County shall be subject to each and every provision
hereof this Agreement as if City or the County were a Developer. In the event City and
County each elect to fund or otherwise perform any obligation of such terminated
Developer(s) and such elections by each of City and County, collectively, would result in
overlap of such obligations, and City and County are unable to agree amongst themselves
as to how to resolve such overlap with respect to their respective allocations of the balance
of such Construction Costs and any corresponding capacity from the New Facility
pursuant to this Section 9(a) on or before the expiration of the foregoing forty-five (45)
calendar day period, then such Constriction Costs and corresponding capacity from the
New Facility shall be allocated amongst City and County in the same proportionate
percentages as City and County maintained under the E&P Agreement.
b. Substitute Developer. In the event IID terminates this Agreement as to one or more
Developers prior to the Construction Costs being funded in full by any Participant pursuant
to this Agreement, and provided the City or the County have not made an election to
participate in place of any terminated Developer(s) pursuant to Section 8(a), or City or the
County elects to participate in place of any terminated Developer but only as to a portion
thereof such obligation of the terminated Developer(s), then IID may, in is sole and
absolute discretion, accept one or more substitute developer(s) to participate in this
Agreement, on a pro rata basis, in place of any Developer(s) to which this Agreement has
been terminated as to the balance of any electrical capacity, or portion thereof, that was
to be allocated to such terminated Developer(s) hereunder and which is not elected by
City or the County pursuant to Section 8(a). In the event of any such substitution, IID shall
notify such substitute developer(s) of the balance of the pro rata cost such substitute
developer(s) shall be obligated to pay hereunder as a substituted developer together with
the total amount of electrical capacity to be allocated to such substituted developer
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pursuant to this Section 8(b). Such substitute developer(s) shall have forty-five (45)
calendar days in which to agree to accept such financial obligation and execute and deliver
a counterpart of this Agreement to City, County and IID. IID will also provide notice to the
other participating Developers. Nothing herein shall preclude any of the Developers, City
or County from participation as a substitute party to any terminated Developers pursuant
to this Section 8(a).
i. Reallocation of Construction Costs. In the event IID does not accept one or
more substitute developers to replace any Developers to which this Agreement has been
terminated as set forth in Section 8(b), IID may reallocate the balance of any Construction
Costs then remaining to be paid hereunder by and amongst all remaining Developers on
a pro rata basis; provided, however, the IID Contribution shall not be adjusted pursuant to
any reallocation and shall instead continue to remain twenty percent (20%) of the
Construction Costs. In such event, IID will prepare an Updated Milestone Payment and
Reimbursement Schedule and deliver the same to Developers, City and the County (as
may be applicable). IID will also reallocate to the Developers, City and County (as may be
applicable) the excess capacity realized from such termination on the same pro rata basis
and which excess capacity each Party (other than IID) may then use or otherwise assign
or transfer pursuant to the terms and conditions of this Agreement.
10. Future Use by Third Parties. If following payment in full of the Final Cost, the (i)
Developer(s) respective use of the New Facility, in aggregate, is less than the full added
capacity of the New Facility, or (ii) upon termination of this Agreement as to any Developer
as permitted hereunder and any resulting reduction in any allocated capacity thereto,
including any termination for failure to pay any amount due hereunder, including, without
limitation, the Capacity Maintenance Fee, then, IID may make any additional and/or
remaining capacity available to prospective third-party customers of IID for their respective
electrical service needs. In such event, each Developer, the City and the County may be
eligible for reimbursement for a portion of the New Facility cost from such third-party
customer(s) in accordance with their pro rata share of the Final Cost of the New Facility.
Reimbursement would be available only from third-party customer(s) paid to and through
IID as set forth in Section 9. For purposes of this Agreement, the phrases “third-party
customer(s) shall mean customers other than the Developers set forth on Exhibit “A” that
connect to and/or otherwise make use of the New Facility. Notwithstanding the foregoing,
the Parties anticipate that substantively all of the new electrical capacity to be created by
development and construction of the New Facility is or will be fully subscribed and
allocated for use by Developers and IID such that no excess or unreserved capacity is
anticipated from the New Facility. No reimbursement shall be due and owing to any
Developer hereunder if such fees are collected from such third-party customer(s) following
expiration of the term of this Agreement.
a. Collection of Reimbursement from Third-party Customer(s). For the term of this
Agreement, IID shall impose a charge upon all third-party users, if any, making use of the
New Facility on the basis of such customer(s) pro rata share of the Construction Costs.
Funds shall be collected from any and all third-party customer(s) at the time a third-party
customer applies to IID for electrical service. In no event shall IID be obligated to reimburse
Developers for any third-party customer(s) use of the New Facility, unless and until such
third-party customer(s) use the New Facility and provide compensation to IID therefor
pursuant to this Section 9(a). Notwithstanding the foregoing, the Parties anticipate that
substantively all of the new electrical capacity to be created by development and
construction of the New Facility is or will be fully subscribed and allocated for use by
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Developers and IID hereunder such that no excess or unreserved capacity is anticipated
from the New Facility.
b. Methodology for Reimbursement. Reimbursement, if any is to occur hereunder,
will be based upon the pro rata use of the New Facility by each Developer and third-party
customer(s), if any, all on the basis of the Final Cost and without adjustment therefor for
inflation, or interest thereon. A determination of use shall be based upon a pro rata charge
on the third-party customer(s)’ load requirements based on a kVA usage or such other
methodology as determined by IID, in its reasonable discretion, that will provide
Developers with similar reimbursement from said third-party customer(s). This
methodology shall also apply to City and the County to the extent IID has reallocated to
City or County capacity to be funded by City or County pursuant to Section 8(b) of this
Agreement.
c. IID Not Liable for Reimbursement. With exception for the IID Contribution and any
obligation to remit any reimbursement hereunder either (1) to City or County pursuant to
Section 5(a), or (2) a Developers and/or City or County, or all three as may be applicable,
for any fees paid by any third-party customer(s) of IID hereunder this Section 9 for use of
any excess capacity from the New Facility, in no event shall IID be liable to the City, County
or each Developers, or any of them, for reimbursement for any portion of the cost of the
New Facility, including, without limitation, the Final Cost.
d. This Section 10 and its provisions are intended only to address use and
reimbursement of excess capacity realized from the New Facility in excess of the amounts
otherwise allocated pursuant to this Agreement. Notwithstanding the foregoing, the
Parties anticipate that substantively all of the new electrical capacity to be realized from
the New Facility is or will be fully subscribed and allocated for use by the Participants and
IID hereunder such that no excess or unreserved capacity is anticipated from the New
Facility. No provision of this Section 10 concerning reimbursement from third-party
customer(s) for use of the New Facility shall be applicable to any transfer or assignment
by any Participant pursuant to Section 9(b) or 9(c), as applicable, including as to any value
given or exchanged by and between such Participant and any transferee or assignee
thereof as may be permitted under this Agreement.
11. Payment and Accounting. IID shall create a segregated account designated for sums it
collects from third-party customer(s) which use the New Facility and shall, not more than
twice annually, disburse reimbursement to each Developer and/or City or County , or all
of them, as may be applicable, together with an accounting of collections and
disbursements of such funds, including any to cover administrative costs associated with
this Agreement. Such reimbursement shall also include any interest accrued from the
segregated account utilized by the IID hereunder. The Parties (and their successors and
assignees) agree and acknowledge that the payments made pursuant to this Agreement
by each Developer, the City and the County shall be the only payments required of the
Participants for the New Facility.
12. Termination of Obligation for Capacity Reservation. IID’s obligation to reserve capacity
for each Developers shall terminate on the first of the following to occur: (i) the capacity
reserved has been used by each Developer or their transferee or assignee; or (ii) upon
termination of such reserve capacity, or portion thereof, by IID for failure of each Developer
to pay any amounts required hereunder, including, without limitation, the Capacity
Maintenance Fee or upon such other default of such Developer; or, (iii) 20 years from date
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of completion (in-service) of the New Facility. IID’s obligation to reserve capacity for the
City or County, as applicable, shall terminate only once the capacity reserved has been
used by City or County, as applicable, or their transferee or assignee.
13. Ownership of the New Facility. The Parties acknowledge and agree that IID solely shall
own the New Facility, including all appurtenant equipment, rights, and associated interests
made, given, granted or arising in connection therewith, including any manufacturer’s
warranties upon any of the foregoing, including any which may be acquired pursuant to
this Agreement. In accordance with the recitals contained hereinabove, the Parties
acknowledge that at all times hereafter the date of this Agreement, the New Facility will
be owned, operated and maintained by IID as an integral part of the Avenue 58 Facility
and which New Facility shall not be subject to any physical or legal separation therefrom
the Avenue 58 Facility under any circumstance and that neither any Developer nor City
shall seek or otherwise advocate for in any proceeding, whether legislative or legal, for the
legal or physical severance of the New Facility from the Avenue 58 Facility. The Parties
(not including IID) shall not acquire any ownership rights in the Avenue 58 Facility or the
New Facility, including by virtue of this Agreement. Upon completion of the New Facility,
IID shall operate and maintain the New Facility as part of its electric system in accordance
with good utility practice. The Parties (and their successors and assignees) agree and
acknowledge that the payments made pursuant to this Agreement by the Developers, and
where applicable, City and County, shall be the only payments required for the
development and construction of the New Facility, and that any successors or assigns of
IID shall be bound by the terms of this Agreement with respect to the New Facility.
14. IID Not Liable for Delays. In no event shall IID be responsible under the terms of this
Agreement for any delay in completion (in-service) of the New Facility, provided,
however, IID will make all commercially reasonable efforts to avoid delay in completion
(in-service) of the New Facility.
15. Indemnification and Hold Harmless Agreement.
a. As between IID, Agencies and Developers. Developers, separately and severally,
shall at all times indemnify, defend, protect and hold harmless IID and each
Agency, and their respective Boards, Councils, officers, executives, officials,
employees, contractors, agents and representatives from and against any and all
suits, causes of action, claims, charges, damages, demands, judgments, civil
fines, penalties, costs and expenses (including without limitation, attorneys’ fees,
and costs of experts and consultants), or losses of any kind or nature whatsoever
including, without limitation, business interruption, impairment of contract, death,
bodily injury or personal injury to any person, and damage, destruction or loss of
use of any property (financial, physical, or intellectual) or, without limitation, any
claims or suits made or brought in connection with any administrative or legal
proceeding challenging any aspect of the CEQA compliance undertaken by IID
pursuant to Section 2 of this Agreement (collectively, “Claims”), arising out of,
incident to or directly or indirectly related to: (i) the acts, errors or omissions,
performance or nonperformance of any of the Developers their employees, agents,
contractors, or representatives, under or in connection with this Agreement; and
(ii) the acts, errors, or omissions, or performance of IID, or any Agency, or any of
their respective officers, executives, directors, employees, contractors agents or
representatives, when such acts or omissions are in combination with the acts,
errors, or omissions of any Developer. This duty to defend, indemnify, protect and
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hold harmless shall not extend to any Claims arising from the gross negligence or
willful misconduct of IID or any Agency, or their respective officers, directors,
employees, contractors or agents.
b. As between IID and Agencies. No Agency nor any of their Board, Council, officers,
executives, directors, employees, contractors, agents or representatives thereof
shall be responsible for any damage or liability occurring by reason of any act or
omission of IID under or in connection with the Work performed by IID under this
Agreement. Pursuant to Government Code Section 895.4, IID shall fully indemnify
and hold each Agency harmless from any liability imposed for injury (as defined by
Government Code Section 810.8) occurring by reason of any act or omission of
IID under or in connection with the Work performed by IID pursuant to this
Agreement. Likewise, neither IID nor its Board, or any officer, executive, director,
executive, employee, contractor, agent or representatives thereof shall be
responsible for any damage or liability occurring by reason of any act or omission
of any Agency under or in connection with this Agreement, and pursuant to
Government Code Section 895.4, each Agency, individually, shall fully indemnify
and hold IID harmless from any liability imposed for injury (as defined by
Government Code Section 810.8) occurring by reason of any act or omission of
each such Agency under or in connection with this Agreement.
16. Authority. Each signatory of this Agreement represents that s/he is authorized to execute
this Agreement on behalf of the Party for which s/he signs. Each Party represents that it
has legal authority to enter into this Agreement and to perform all obligations under this
Agreement. If Developers is a business entity, it represents that it is duly organized and
authorized to do business in the State of California and if a foreign-organized entity,
authorized or otherwise qualified to do business in the State of California.
17. Waiver. The failure of a Party to this Agreement, on any occasion, to insist upon strict
performance of any provision of this Agreement will not be considered a waiver of any
obligation, right, or duty of, or imposed upon, such Party. Any waiver at any time by either
Party of its rights with respect to this Agreement shall not be deemed a continuing waiver
or a waiver with respect to any other failure to comply with any other obligation, right, duty
of this Agreement. Any waiver of this Agreement shall, if requested, be provided in writing.
18. Amendment. This Agreement may be amended or modified only by a written instrument
executed by each Party to this Agreement.
19. Headings. The paragraph headings used in this Agreement are intended for convenience
only and shall not be used in interpreting this Agreement or in determining any of the rights
or obligations of the Parties to this Agreement.
20. Integration; Incorporation of Recitals and Exhibits. This Agreement is intended by the
Parties to be the final expression of their agreement with respect to the subject matter of
this Agreement and the complete and exclusive statement of the terms of this Agreement
between the Parties, and supersedes any prior understandings between the Parties,
whether oral or written. Each and every of the recitals set forth hereinabove and exhibits
referenced hereinabove are hereby incorporated herein this Agreement as is though set
forth herein and contain integral terms and conditions of this Agreement.
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a. Administrative Updating of Exhibits. The Parties hereto acknowledge that the
exhibits referenced hereinabove and incorporated herein by the above reference
may be updated or adjusted over time to reflect changes in names, addresses,
and other matters addressed in this Agreement or its incorporated exhibits and
agree that the Parties shall have the right to make such administrative updates
notwithstanding that such update shall not be interpreted by the Parties to be an
amendment of this Agreement unless such update is expressly intended to
constitute an amendment or modification of this Agreement in compliance with
Section 18 hereof.
21. Partial Invalidity. If, after the date of execution of this Agreement, any provision of this
Agreement is held to be illegal, invalid, or unenforceable under present or future laws
effective during the Term of this Agreement, such provision shall be fully severable and
the remaining portions of this Agreement shall not be affected thereby and shall remain in
force and effect to the fullest extent permissible by law. However, in lieu thereof, there
shall be added a provision as similar in terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid and enforceable.
22. Successors and Assigns. This Agreement shall be binding on and inure to the benefit of
the successors of the respective Parties to this Agreement. This Agreement and
obligations hereunder may not be assigned without the prior written consent of the other
Party.
23. Compliance with Law. In performing their respective obligations under this Agreement,
the Parties shall comply with and conform to all applicable laws, rules, regulations and
ordinances.
24. Third-party Beneficiaries. This Agreement shall not create any right or interest in any non-
Party or in any member of the public as a third-party beneficiary.
25. Notices. All notices, requests, demands or other communications required or permitted
under this Agreement shall be in writing unless provided otherwise in this Agreement and
shall be deemed to have been duly given and received on: (i) the date of service if served
personally or served by electronic mail on the Party to whom notice is to be given at the
address(es) provided below, (ii) on the first day after mailing, if mailed by Federal Express,
U.S. Express Mail, or other similar overnight courier service, postage prepaid, and
addressed as provided below, or (iii) on the third day after mailing if mailed to the Party to
whom notice is to be given by first class mail, registered or certified, postage prepaid,
addressed as follows:
To IID: Imperial Irrigation District
Attn: General Manager
P.O. Box 937
333 E. Barioni Blvd.
Imperial, CA 92251
To City: City of La Quinta
Attn: City Manager
78-495 Calle Tampico
La Quinta, CA 92253
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To County: County of Riverside
Attention: Chief Operating Officer
4080 Lemon Street
Riverside, CA 92501
To Developers: See Exhibit “A”
26. Default. Unless otherwise provided for in this Agreement, prior to the initiation of any
legal action for a default of this Agreement, the Parties shall meet to discuss resolution of
the alleged default before initiating litigation. Each Party shall bear its own attorneys’ fees
and costs incurred in connection with meeting to resolve the alleged default, unless the
Parties agree in writing otherwise.
27. Governing Law; Venue. This Agreement shall be governed by, interpreted and enforced
in accordance with the laws of the State of California, as if executed and to be performed
wholly within the State of California, and without regard to principles of conflicts of law.
Any action or proceeding arising out of or relating to this Agreement shall be brought in
State court located in the County of San Diego, California or Federal court located in the
County of San Diego California. Each Party irrevocably agree to submit to the exclusive
jurisdiction of such courts in the State of California for the purpose of litigating any dispute
arising out of or relating to this Agreement and waive any defense of forum non conveniens
(or a similar doctrine pertaining to venue).
28. Multiple Counterparts; Electronic Signatures. This Agreement may be executed in two or
more counterparts, each of which is deemed an original, but all constitute one and the
same instrument. The words “execution,” “execute,” “signed,” “signature,” and words of
like import in or related to any document to be signed in connection with this Agreement
shall be deemed to include electronic signatures or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system, as the
case may be, to the extent and as provided for in any applicable law.
29. No Partnership. This Agreement shall not be interpreted or construed to create an
association, joint venture, agency relationship, or partnership between the Parties or to
impose any partnership obligation or partnership liability upon either Party. No Party shall
have any right, power or authority to enter into any agreement or undertaking for, or act
on behalf of, or to act as or be an agent or representative of, or to otherwise bind another
Party.
30. Satisfaction of Capacity Condition in Will Serve Letter. To the extent any Developer’s
Development is conditioned by IID to establish new electric system capacity to facilitate
retail electric service to all or any part of Developer’s Development, Developer’s execution
and performance of its obligations hereunder this Agreement, including, without limitation,
payment of Developer’s pro rata share of the Construction Costs, then IID will, where
requested by such Developer, issue a Will Serve Letter or any amendment, addendum or
extension of any prior-issued Will Serve Letter (each a “WSL”) indicating that such
Developers obligation to establish new system capacity for its identified Development is
or will be satisfied pursuant to the construction and commissioning of the New Facility
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pursuant to this Agreement. Such WSL, is and will be expressly conditioned upon all of
the following: (i) such Developer remaining a Party to this Agreement and otherwise
performing all obligations arising hereunder, including, without limitation, payment of the
Milestone Payments, (ii) Developer’s compliance with IID’s Regulations and DEPG, and
(iii) Developer’s establishment of any Customer Distribution Facilities or such other service
requirements, including, without limitation, such distribution service line extensions or
modifications as may be required to transmit any reserved capacity hereunder this
Agreement to such Developer’s Development as identified in said WSL. Notwithstanding
the foregoing, to the extent any Developer’s Development requires electrical service
capacity in excess of the capacity to be reserved to such Developer for its Development
pursuant to this Agreement, then IID may include within such requested WSL additional
conditions for the establishment of new system capacity to serve the balance of any
Developer’s Development which cannot be served by the capacity reserved to such
Developer hereunder. IID reserves the right to modify or otherwise supersede such WSL,
including, for example, in the event this Agreement is terminated as to such Developer in
accordance with the terms and conditions of this Agreement.
31. IID’s Regulations and Developer Energy Planning Guide. This Agreement is subject to
IID’s Regulations (“Regulations”) and Developer Energy Planning Guide (“DEPG”) and
Substation Guidelines (“Substation Guidelines”) all as may be amended from time-to-time.
In the event of any conflict between the provisions of this Agreement and any of the
foregoing documents, the foregoing documents shall govern and control.
Regulations: https://www.iid.com/power/rates-regulations/regulations
DEPG: https://www.iid.com/home/showpublisheddocument/14229/638808431962130000
[Signature page follows.]
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Page 15 of 23
IN WITNESS WHEREOF, the Parties hereto, have caused this Agreement to be duly executed
and delivered as of the date first above written.
IID:
IMPERIAL IRRIGATION DISTRICT
By:___________________________________
Name and Title:
PARTICIPANTS:
CITY:
CITY OF LA QUINTA
By:___________________________________
Name and Title:
COUNTY:
COUNTY OF RIVERSIDE
By: _________________________
Name and Title: ________________________
DEVELOPERS:
[Developer signature page attached.]
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Page 16 of 23
DEVELOPER SIGNATURE PAGE:
DEVELOPER #1
By:___________________________________
Its: ___________________________________
DEVELOPER #2
By:___________________________________
Its: ___________________________________
DEVELOPER #3
By:___________________________________
Its: ___________________________________
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Page 17 of 23
EXHIBIT A
SCHEDULE OF DEVELOPERS
Developer: [Entity]
Project: [Name]
Description: ___unit SFR development
Location: ___
Estimated kVA: ___
Phase 1 kVA: ___
Developer: [Entity]
Project: [Name]
Description: ___unit SFR development
Location: ___
Estimated kVA: ___
Phase 1 kVA: ___
Developer: [Entity]
Project: [Name]
Description: ___unit SFR development
Location: ___
Estimated kVA: ___
Phase 1 kVA: ___
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Page 18 of 23
EXHIBIT B
SCHEMATIC REPRESENTATION OF NEW FACILITY
[Insert IID Avenue 58 50MVA Transformer Bank Addition Concept document.]
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Page 19 of 23
EXHIBIT C
ESTIMATE OF CONSTRUCTION COSTS
[To be inserted.]
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Page 20 of 23
EXHIBIT D
MILESTONE PAYMENT AND REIMBURSEMENT SCHEDULE1
Total good faith, high level cost estimate: $XXXX.002
1. Amount Due 30 days after Execution: $XXXX.00
2. Amount Due _________: $XXXX.00
3. Amount Due _________: $XXXX.00
4. Amount Due _________: $XXXX.00
5. Amount Due _________: $XXXX.00
6. Amount Due _________: $XXXX.00
[Each Milestone Payment will separately identify the pro-rata share for each Developer.]
[Provision for Reimbursement to City and County under Section 5(a)]
[Provision for IID Contribution under Section 5(b) if approved by IID Board of Directors]
1 IID shall be under no obligation to perform any activity under this Agreement unless City, County and/or
each Developer, as the case may be, shall have deposited adequate funds to pay for such work. Further,
since IID has no control over the cost of labor or material, the estimated costs set forth in this Milestone
Payment and Reimbursement Schedule above are furnished only for the convenience of the City, County
and each Developer. They are intended to reflect the costs of similar materials and similar work performed
under favorable conditions. Because of the unforeseen contingencies and other factors, the actual costs
may be considerably higher or lower. Therefore, the estimate costs are not a warranty by IID of the actual
costs to complete all of the milestone activities listed above for the estimated cost also shown above. The
estimated deposits above are not a warranty by IID of the actual cost to complete the work required by IID;
City, County and each Developer will be required to pay the actual cost on the terms set forth in this
Agreement.
2 Total high level estimated project costs are $XXXX.XX however, the initial deposit amount of $XXXX.XX
was advanced by City and County and shall be subject to repayment as set forth above. Following
repayment of the sum advanced by the City and County hereunder, each Developer, or City, or County at
City’s or County’s election as set forth in this Agreement, as the case may be, will make the milestone
payments for the remaining estimated project costs of $XXXX.XX as reflected in the Milestone Payment
and Reimbursement Schedule.
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Page 21 of 23
EXHIBIT E
FORM OF ASSIGNMENT
[To be inserted.]
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Page 22 of 23
ASSIGNMENT AND TRANSFER OF ELECTRICAL CAPACITY
This Assignment and Transfer of Electrical Capacity ("Agreement") is made and entered into as
of this ___ day of __________, 20__, by and between Assignor and Assignee, on the terms and
conditions set forth herein below. Notwithstanding any provision herein, no assignment or transfer
of electrical capacity as contemplated herein shall be effective until the consent of the Imperial
Irrigation District (“IID”) therefor is obtained.
Assignor:
Name: ___________________________________________
Address: _________________________________________
City/State/Zip: ___________________________________
Contact Number: _________________________________
Project Name: ____________________________________
Location of Use: __________________________________
Assignee:
Name: ___________________________________________
Address: _________________________________________
City/State/Zip: ___________________________________
Contact Number: _________________________________
Re: Assignment and transfer of electrical capacity (___MVA) associated with:
Project Name: ____________________________
Account or Project ID: ___________________________
Location of Use: __________________________________
Assigned Capacity: ___________ MVA
Agreement
1. Assignment. The Assignor hereby assigns, transfers, and sets over to the Assignee all rights,
title, and interest in and to the above-referenced electrical capacity, the same being ___ MVA,
which capacity is made available to Assignee solely from the Imperial Irrigation District’s Avenue
58 Substation, located north of Avenue 58, west of Monroe Street, La Quinta, California, and
which electrical capacity shall be available for use solely for the Project at the Location of Use
identified above
2. Effective Date. This assignment shall take effect on the ___ day of __________, 20__, subject
to written consent of IID, as provided below.
3. Representations and Warranties. The Assignor represents and warrants that it has full authority
to assign the electrical capacity subject to the consent of IID, as provided below, that such
capacity is free from liens, claims, or encumbrances, and that no prior conflicting assignments
exist with respect to the electrical capacity assigned hereunder
4. Assumption by Assignee. The Assignee accepts the assignment subject to the limitations set
forth herein and as may be imposed by IID in connection with the use of such reserved capacity,
including pursuant to IID’s Regulations and Developer Energy Planning Guide, as each may be
amended from time to time, and Assignee further agrees to assume all rights, duties, and
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Page 23 of 23
obligations associated with the assigned capacity as of the Effective Date subject to such
limitations.
5. Bound by Terms and Use Limitation. The Assignee acknowledges and agrees to be bound by
all applicable utility rules, agreements, and conditions relating to the electrical capacity. The
assigned electrical capacity may only be used at the location specified above and only in the
amount stated herein. Any unauthorized use or reassignment is strictly prohibited unless
approved in writing by IID.
6. Governing Law; Venue. This Agreement shall be governed by, interpreted and enforced in
accordance with the laws of the State of California, as if executed and to be performed wholly
within the State of California, and without regard to principles of conflicts of law. Any action or
proceeding arising out of or relating to this Agreement shall be brought in State court located in
the County of San Diego, California and/or Federal court located in the County of San Diego,
California. Each Party irrevocably agree to submit to the exclusive jurisdiction of such courts in
the State of California for the purpose of litigating any dispute arising out of or relating to this
Agreement and waive any defense of forum non conveniens (or a similar doctrine pertaining to
venue).
7. Signatures. The undersigned have all requisite authority to execute this Agreement and
undertake all obligations arising therefrom or in connection therewith.
Assignor:
Signature: _____________________________
Name: ________________________________
Title (if applicable): ______________________
Date: _________________________________
Assignee:
Signature: _____________________________
Name: ________________________________
Title (if applicable): ______________________
Date: _________________________________
Consent of Imperial Irrigation District
The undersigned, as an authorized representative of the Imperial Irrigation District, hereby
consents to the assignment and transfer of the electrical capacity described herein.
Signature: ________________________________________
Name: ___________________________________________
Title: ____________________________________________
Date: ____________________________________________
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[form of]
FINANCING AGREEMENT
THIS FINANCING AGREEMENT (“Agreement” or “Financing Agreement”) is
made and entered into this ____ day of ______________, 202__, by and between the
LA QUINTA FINANCING AUTHORITY, a public body corporate and politic (“Authority”),
and the CITY OF LA QUINTA, a California municipal corporation and charter city
(“City”).
R E C I T A L S
WHEREAS, Authority is a joint powers authority duly created, established, and
authorized to transact business and exercise its powers under and pursuant to the Joint
Exercise of Powers Act, Chapter 5 of Division 7 of Title 1 (commencing with
Section 6500) of the Government Code (“JPA Law”); and
WHEREAS, City is a municipal corporation and a charter city of the State of
California organized and existing under the Constitution of the State of California; and
WHEREAS, for purposes of City’s participation in and execution of this
Agreement, California law has long recognized and authorized the production,
generation, transmission, and furnishing of (among other utilities) electric power for use
by the public. (See, e.g., Cal. Const., Art. XI, § 9(a) [municipal corporations may
establish, purchase, and operate public works to furnish its inhabitants with (among
other utilities) electric power]; id., Art. XII, § 3 [Public Utilities Commission may regulate
private providers of electric power].) Likewise, California law has long recognized and
authorized the ability for public agencies not only to charge users of electric power for
improvements and services from that utility but also to use public funds in furtherance of
providing electric power as a utility. (See, e.g., Independent Energy Producers Assn.,
Inc. v. State Bd. of Equalization (2004) 125 Cal.App.4th 425, 443 [electric power
facilities constructed with assistance of public funds].); and
WHEREAS, Imperial Irrigation District (“IID”) is the electric service provider within
a defined service territory area within Imperial County, California and portions of
Riverside County, California (“District Service Area”). The City is within IID’s District
Service Area; and
WHEREAS, City seeks to facilitate new growth and development opportunities
within the City’s boundary and sphere of influence, which include inducements for IID to
develop new electrical distribution service within the IID District Service Area within the
City’s boundary and sphere of influence. In furtherance thereof, City has entered into
the following agreements: (1) ENGINEERING AND PROCUREMENT AGREEMENT
dated ___________, 202__, by and between City and IID (“Procurement Agreement”);
and (2) FUNDING AND RESERVATION OF CAPACITY AGREEMENT for AVENUE 58
TRANSFORMER BANK ADDITION, dated ___________, 202__, by and among City,
IID, County of Riverside a political subdivision of the State of California (“County”), and
ATTACHMENT 3
47
the “Developer(s)” identified therein (“Funding Agreement”). [NOTE – FUTURE
AGREEMENTS, OR AMENDMENTS TO AGREEMENTS, SHOULD BE LISTED HERE]
The executed versions of the Procurement Agreement and Funding Agreement [NOTE:
INSERT ANY OTHER AGREEMENT OR AMENDMENT HERE] (collectively, the “City
Electric Power Participation Agreements”) are attached hereto for reference as Exhibit A
and Exhibit B, respectively; and
WHEREAS, as more specifically provided in the applicable City Electric Power
Participation Agreements, City will advance funding necessary for provision of electric
power (such as, advance funding for initial engineering and to procure the long-lead
equipment necessary for the construction of new electrical infrastructure
improvements), and, as such, City is entitled to reimbursement from the Developer(s) as
more particularly set forth in the applicable City Electric Power Participation
Agreements; and
WHEREAS, because the completion of the electric infrastructure improvements
by IID and the reimbursement from the Developer(s) pursuant to the applicable City
Electric Power Participation Agreements will occur over an extended period of time, City
and Authority enter into this Financing Agreement for, among other purposes:
(1) Memorializing that City has agreed to loan general fund moneys (and,
potentially, reserve funds that may be used for such purposes pursuant to City policy
and procedures) to the Authority, in an amount not to exceed the total appropriation of
City funds authorized by the La Quinta City Council to be available to be advanced to
IID, so that repayment of the City’s loan as contemplated by the applicable City Electric
Power Participation Agreements may be documented and “booked” from all possible
repayment methods;
(2) In turn, upon receipt of the loan from City, the Authority will advance
funds to IID but subject to reimbursement by the Developer(s) to Authority (or to City if
so directed by the City Manager/Authority Executive Director) for each Developer(s)’s
respective development projects in City;
(3) To account for the fact that reimbursements from the Developer(s) will
occur potentially years after the advancement of funds to IID, and to account for the
“present value” of the amount the Developer(s) would have had to pay in development
impact fees (“DIF Fees”) but for the advancement of funds from Authority to IID to pay
for the electric infrastructure improvements attributable to the Developer(s)’s
development project, the interest on City’s loan to Authority shall be, and may not
exceed, an annual increase based on the cost of living adjustment (COLA) as more
particularly described in this Agreement; and
WHEREAS, City’s loan to Authority, and Authority’s advance to IID, has been
determined to be necessary and proper for the immediate need to stabilize and improve
the provision of electric power to City’s residents, businesses, visitors, and all other
members of the public. Furthermore, the City’s Loan to Authority, and Authority’s
advance to IID, is necessary for furthering and implementing the City Electric Power
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Participation Agreements. As such, the Loan from City to Authority, and advance from
Authority to IID for the purposes specified in this Agreement and the City Electric Power
Participation Agreements are consistent with California law and in furtherance of the
provision of electric power for the benefit of the public and a valid public use of those
funds; and
WHEREAS, it is anticipated that City’s loan to Authority, set forth herein, shall be
repaid by the Developer(s) from their respective purchases of capacity for electricity,
whether in the form of DIF Fees payment or otherwise, pursuant to the applicable City
Electric Power Participation Agreements; and
WHEREAS, City and Authority now seek to enter in this Agreement.
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter contained, Authority and City agree as follows:
City Loan to Authority; Interest; Use of Loan Principal.
City hereby loans to Authority the principal amount of ____________________
($_______) [NOTE: INSERT AMOUNT OF CITY FUNDS TO BE CONTRIBUTED TO
IID FOR IMPROVEMENTS; AMOUNT CANNOT EXCEED TOTAL APPROPRIATION
APPROVED BY COUNCIL] (“Loan Principal”) from the City’s general fund or any other
lawful source of funds held by City. The Loan Principal shall be used and advanced to
IID to pay for authorized electric infrastructure improvements as provided in the
applicable City Electric Power Participation Agreements. Interest on the Loan Principal
shall accrue annually based on the cost of living adjustment (COLA) according to the
following: Commencing from date of receipt by IID of the Loan Principal, and every year
thereafter until fully repaid, annual interest shall accrue based on the percentage
increase in the Consumer Price Index (or similar nationally recognized inflationary
index) (the “CPI”) for All Urban Consumers, not seasonally adjusted, for the Riverside-
San Bernardino-Ontario statistical area (or subsequent similar index in which City is
located), averaged for the twelve (12) month period prior to the annual interest
calculation date (the “Annual COLA Interest”). The Loan Principal and any and all
applicable Annual COLA Interest are collectively the “City’s Loan Repayment Amount.”
Repayment; Term of Loan.
The City’s Loan Repayment Amount shall be repaid to City by Authority upon
receipt by Authority, either from IID or the Developer(s) responsible for paying the City
pursuant to the applicable City Electric Power Participation Agreement. The City
Manager/Authority Executive Director may direct IID or any Developer(s) as to whether
repayment of City’s Loan Repayment Amount (or any portion thereof) should be paid
directly to City or to Authority. Any and all repayments received by City pursuant to this
Agreement shall be accounted for by the City’s Finance Department. All amounts due
under this Agreement shall be payable at the offices of the City.
49
The City’s Loan Repayment Amount shall be repaid no later than the expiration
of the “Term” of this Agreement, which shall commence on the date inserted into the
preamble of this Agreement, and shall end on the date of the earliest to occur: (1) Full
repayment by Authority, and/or by IID, and/or by the Developer(s) responsible for
paying the City, pursuant to the applicable City Electric Power Participation Agreement;
(2) the expiration date of the City Electric Power Participation Agreements; or (3) Ten
years from the commencement date of this Agreement.
Subordination.
The repayment of the Loan Principal and any Annual COLA Interest shall be
junior and subordinate to all City obligations and Authority obligations incurred prior to
the date of this Agreement.
Non-Recourse Obligation.
No officer, official, employee, agent, or representatives of City or Authority shall
be liable for any amounts due hereunder, and no judgment or execution thereon
entered in any action hereon shall be personally enforced against any such officer,
official, employee, agent, or representative.
Entire Agreement; Amendments.
This Agreement, and the applicable City Electric Power Participation
Agreements, shall constitute the entire agreement of the City and Authority. This
Agreement may be amended or modified only by an agreement in writing signed by City
and Authority.
[end – signature page follows]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their authorized representatives, as of the date first above written.
“AUTHORITY”
LA QUINTA FINANCE AUTHORITY
By:
________________________________
Jon McMillen, Executive Director
ATTEST:
______________________________
Monika Radeva, Authority Secretary
APPROVED AS TO FORM:
______________________________
William H. Ihrke, Authority Counsel
“CITY”
CITY OF LA QUINTA
By:
________________________________
Jon McMillen, City Manager
ATTEST:
_________________________
Monika Radeva, City Clerk
APPROVED AS TO FORM:
_________________________
William H. Ihrke, City Attorney
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EXHIBIT A
PROCUREMENT AGREEMENT
[attached]
52
EXHIBIT B
FUNDING AGREEMENT
[attached]
53
54
POWER POINTS
FINANCING
AUTHORITY
SPECIAL
MEETING
DECEMBER 16, 2025
December 16, 2025
1
Financing Authority Special Meeting
December 16, 2025
Financing Authority Special Meeting
December 16, 2025
B1 – Accept Funding from City to the La Quinta Financing
Authority and Approve Two Agreements with
Imperial Irrigation District
99
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December 16, 2025
2
101