AMENDMENT NO. 3
TO THE
AGREEMENT FOR DEVELOPMENT SUPPORT SERVICES
BETWEEN
THE CITY OF CATHEDRAL CITY, CALIFORNIA
AND
CHRISTIANSEN & COMPANY
In accordance with the “Agreement for De velopment Support Services” dated J une 28, 2023, (“Agreement”), by and between the City of Cathedral City, a municipal corporation (“City”) and Christiansen & Company , a California corporation (“ Consultant”), and in accordance with Section 27 of the Agreement, entitled, “Amendments”, this Amendment Number No. 3 to the Agreement is made and entered into this 26th day of June 2026, (“Effective Date”).
RECITALS
A. Consultant currently provides the City with development support services.
B. City desires to amend the Agreement as per Section 1 of Amendment No. 1 dated June 26th, 2024, to: extend the Agreement for an additional one (1) year, commencing on the Effective Date.
C. Section 6. Ownership of Documents has been amended in the City’s standard agreement. Amendment No. 3 will repeal and replace Section 6 of the original agreement with Section 2. Ownership of Materials; Exceptions; Documents.
D. Section 9. Standards of Performance; Familiarity with Work has been amended in the City’s standard agreement. Amendment No. 3 will repeal and replace Section 9. of the original agreement with Section 3. Standard of Performance; Familiarity with Work.
E. Section 10. Prevailing Wage Laws has been amended in the City’s standard agreement. Amendment No. 3 will repeal and replace Section 10 of the original agreement with Section 4. Prevailing Wage Laws.
F. Section 14. Confidential Information; Release of Information has been amended in the City’s standard agreement. Amendment No. 3 will repeal and replace Section 14 of the original agreement with Section 5. Confidential Information; Release of Information.
G. Section 18. Continuity of Personnel has been amended in the City’s standard agreement. Amendment No. 3 will repeal and replace Section 18 of the original agreement with Section 6. Continuity of Personnel.
H. Section 20. Default has been amended in the City’s standard agreement. Amendment No. 3 will repeal and replace Section 20 of the original agreement with Section 7. Default.
I. Section 39. Data Protection has been added to the City’s standard agreements.
Amendment No. 3 will include Section 8. Data Protection.
NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:
Section 1. The agreement termination date as set forth in the Agreement is hereby amended such that it shall expire at the end of business day on June 26, 2027 (Expiration Date).
Section 2. Ownership of Materials; Exceptions; Documents. (a) Documents and Data. All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Consultant in the course of providing the Services pursuant to this Agreement (“Materials”) shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Consultant. Upon completion, expiration or termination of this Agreement, Consultant shall turn over to City all such Materials .
(b) If and to the extent that City utilizes for any purpose not related to this Agreement any Materials prepared, developed or discovered by Consultant in the course of providing the Services pursuant to this Agreement, Consultant’s guarantees and warranties in Section 9 “Standard of Performance; Familiarity With Work” of this Agreement shall not extend to such use of the Materials .
(c) Consultant warrants that all Materials it drafts and completes pursuant to this Agreement constitutes original work. Specifically, Consultant understands and agrees that use of artificial intelligence (AI) tools including, without limitation, ChatGPT, Mic rosoft’s Bing Chat, Google’s Bard, and Meta’s LLaMA (Large Language Model Meta AI), in the performance of this Agreement does not constitute an original work, i.e., submitting Materials generated by such AI tools to City and representing it as Consultant’s original work constitutes a material breach of this Agreement, constitutes a false claim, and may also violate applicable intellectual property rights law including without limitation, United States Copyright Law. Accordingly, and notwithstanding any oth er provision of this Agreement as to ownership, City specifically rejects ownership of such Materials. Consultant is required to indemnify and defend City to the fullest extent allowed by applicable law should it violate this Section.
Section 3. Standard of Performance; Familiarity with Work. (a) Consultant represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services. In meeting its obligations under this Agreement, Consultant shall employ, at a minimum, generally accepted standards and practices utilized by
persons engaged in providing services similar to the Services required of Consultant under this Agreement, and shall use such skill, prudence, and diligence as other members of Consultant’s profession commonly possess and exercise. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit “A” “Scope of Work” that shall also be applicable to Consultants work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general.
(b) Consultant warrants that (1) it has thoroughly investigated and considered the work to be performed, (2) it has investigated the issues, regarding the scope of services to be provided, (3) it has carefully considered how the work should be performed, and ( 4) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement.
(c) Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Consultant shall at all times enforce strict discipline and good order among its employees. Any employee who is determined by the City to be uncooperative, incompetent, a threat to the safety of persons or the Services, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Services to be performed by the Consultant and shall not be re-employed on the Services.
Section 4. Prevailing Wage Laws.
Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. It is the understanding of City and Consultant that California prevailing wage laws may not apply to this Agreement because the Agreement does not involve any of th e following services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities, streets or sewers done under contract and paid for in whole or in part out of public funds. In this context, “construction" includes work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work. Consultant shall defend, indemnify, and hold City, its elected officials, officers, employees, volunteers and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
Section 5. Confidential Information; Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law. Consultant shall not use City’s name or insignia, photographs, or any publicity pertaining to the Services in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
(b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reim bursement and indemnity from Consultant for any damages, costs an d fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admiss - ions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.
Section 6. Continuity of Personnel.
Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the Services.
Consultant shall notify City of any changes in Consultant’s staff and subcontractors , if any, assigned to perform the Services prior to and during any such performance. If City does not agree to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause.
Section 7. Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant, however, the time frame may also be shortened if the default results in a safety issue or imminent threat to City employees or the public in the sole discretion of City. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default.
If Consultant does not cure the defa ult, the City may take necessary steps to terminate this Agreement under Section 20 “Termination of Agreement.” Any failure on the part of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.
Section 8. Data Protection.
(a) Consultant shall protect, using the most secure means and technology that is commercially available, City-provided data or consumer-provided data acquired in the course and scope of this Agreement, including but not limited to customer lists and customer c redit card or consumer data, (collectively, the “City Data”).
Consultant shall notify City in writing as soon as reasonably feasible, and in any event within twenty-four (24) hours, of Consultant’s discovery or reasonable belief of any unauthorized access of City Data (a “Data Breach”), or of any incident affecting, or potentially affecting City Data related to cyber security (a “Security Incident”), including, but not limited to, denial of service attack, and system outage, instability or degradation due to computer malware or virus. Consultant shall begin remediation immediately. Consultant shall provide daily updates, or more frequently if required by City, regarding findings and actions performed by Consultant until the Data Breach or Security Incident has been effectively resolved to City’s satisfaction. Consultant shall conduct an investigation of the Data Breach or Security Incident and shall share the report of the investigation with City. At City’s sole discretion, City and its authorized agents shall have the right to lead or participate in the investigation. Consultant shall cooperate fully with City, its agents and law enforcement.
(b) If City is subject to liability for any Data Breach or Security Incident, then Consultant shall fully indemnify and hold harmless City and defend against any resulting actions.
Section 9. Except as specifically amended by this Amendment No. 3, the remaining terms of the Agreement shall remain in full force and effect. In the event of a conflict between the provisions of this Amendment No. 3 and the provisions of the Agreement, the provisions of this Amendment No. 3 shall control.
SUMMARY:
Amendment No. 3 extends the contract end date to June 26 , 2027, and updates the Agreement to the City’s standard agreement for professional services.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be executed as of the date first written above.
CITY OF CATHEDRAL CITY CHRISTIANSEN & COMPANY
By: Andrew Firestine By: Keith Christiansen, Owner
City Manager
ATTEST:
By: Christina Burton By:
City Clerk
By: Eric S. Vail
City Attorney