CAP Agreement for Services with ICF Inc., L.L.C. — Cathedral City City Council, August 12, 2026

- 1 -
4905-7795-0839 v1

AGREEMENT FOR SERVICES

BETWEEN

THE CITY OF CATHEDRAL CITY, CALIFORNIA
AND
ICF Incorporated, L.L.C.

This Agreement for Services (“Agreement”) is entered into as of this 12 th day of August, 2026 (“Effective Date”) by and between the City of Cathedral City, a municipal corporation (“City”), organized under the laws of the State of California, with its principal place of business at 68700 Avenida Lalo Guerrero, Cathedral City, California, 92234 and ICF Incorporated, L.L.C. a Delaware limited liability company , with its principal place of business at 1902 Reston Metro Plaza PLZ Reston, VA 2 0190 (“Contractor”). City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. City has sought, through direct negotiation with ICF Incorporated, L.L.C., based on the consultant's unique qualifications and prior work preparing the Coachella Valley Regional Comprehensive Climate Action Plan, the performance of the services defined and described particularly in Section 2 of this Agreement.

B. Contractor, following submission of a proposal for the performance of the services defined and described particularly in Section 2 of this Agreement, was selected by the City to perform those services.

C. Contractor represents that it is experienced in providing [insert type of services] services to public clients, is licensed in the State of California, and is familiar with the plans of City.

D. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in Section 2 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

SECTION 1. TERM OF AGREEMENT.
, The Term of this Agreement is 12 months, commencing on the Effective Date (“Term”) unless earlier terminated as provided in Section 20 “Termination of Agreement”.

Contractor shall complete the Services within the Term of this Agreement, and shall meet any other established schedules and deadlines.

SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE. - 2 -
4905-7795-0839 v1
Contractor agrees to perform the services set forth in Exhibit “A” “Scope of Services” (hereinafter, the “Services”) and made a part of this Agreement by this reference. The Services shall be completed pursuant to the schedule specified in Exhibit “A.” Should the Services not be completed pursuant to that schedule, the Contractor shall be deemed to be in Default of this Agreement. The City, in its sole discretion, may choose not to enforce the Default provisions of this Agreement and may instead allow Contractor to continue performing the Services.

SECTION 3. ADDITIONAL SERVICES.

Contractor shall not be compensated for any work rendered in connection with its performance of this Agreement that are in addition to or outside of the Services unless such additional services are authorized in advance and in writing in accordance with Section 26 “ Administration and Implementation” or Section 28 “Amendment” of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services.

SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in Exhibit “B” “Compensation” and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed fifty-five thousand dollars $ 55,000, unless additional compensation is approved in writing in accordance with Section 26 “Administration and Implementation” or Section 28 “Amendment” of this Agreement. (b) Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. If the compensation set forth in subsection (a) and Exhibit “B” include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of task performed and the amount of time incurred for or allocated to that task. City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, City will use its best efforts to cause Contractor to be paid within thirty (30) days of receipt of Contractor’s correct and undisputed invoice. (d) Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor. - 3 -
4905-7795-0839 v1

SECTION 5. INSPECTION AND FINAL ACCEPTANCE.

City may inspect and accept or reject any of Contractor ’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Contractor’s work within sixty (60) days after submitted to City. City shall reject work by a timely written explanation . City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Contractor’s work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 16 “Indemnification” and Section 17 “Insurance.”
SECTION 6. OWNERSHIP OF DOCUMENTS AND MATERIALS ; EXCEPTIONS; WARRANTY.
(a) Documents and Data. All specifications, original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Contractor in the course of providing the Services pursuant to this Agreement (“documents and m aterials”) shall become the sole property of City t o the extent such documents constitute D eliverables and may be used, reused or otherwise disposed of by City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such documents and materials. (b) If and to the extent that City utilizes for any purpose not related to this Agreement any documents and materials pursuant to this Agreement, Contractor’s guarantees and warranties in Section 9 “Standard of Performance” of this Agreement shall not extend to such use of the documents and materials. (c) All final work product developed by Contractor in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such f inal work product if paid for by the City. This provision specifically excludes Contractors’ work notes and drafts, which are owned by Contractor, not City.
(d) Contractor warrants that all Materials it drafts and completes pursuant to this Agreement constitutes original work. Specifically, Contractor understands and agrees that use of artificial intelligence (AI) tools including, without limitation, ChatGPT, Microsoft’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 Contractor’s original work constitutes a material breach of thi s Agreement, constitutes a false claim, and may also violate applicable intellectual property right laws including, without limitation, United States Copyright Law. Accordingly, and notwithstanding any other provision of this Agreement as to ownership, Cit y specifically rejects ownership of such - 4 -
4905-7795-0839 v1
Materials. Contractor is required to indemnify and defend City to the fullest extent allowed by applicable law should it violate this Section.

Notwithstanding the foregoing, contractor retains all rights, title, and interest in its pre- existing materials, methodologies, tool, templates, and know -how ( “Background IP”).

Ownership and Deliverables, As provided in the statement of work, shall transfer upon full payment. Contractor grants city a non-exclusive, perpetual, royalty-free license to use the Deliverables for City’s internal purposes. Contract retains the right to use general knowledge, skills, experience, ideas, and concepts developed in the course of performing the Services.

SECTION 7. CONTRACTOR'S BOOKS AND RECORDS.
(a) Contractor shall maintain any and all documents and records demonstrating or relating to Contractor’s performance of the Services. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to the Services, including expenditures and disbursements charged to City pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permi t an accurate evaluation of the services provided by Contractor pursuant to this Agreement. Any and all such documents or records shall be maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. In accordance with California Government Code Section 8546.7, if the total compensation in Section 4 exceeds ten thousand dollars ($10,000.00), this Agreement and the Contractor's books and records related to this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement.
(b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor’s address indicated for receipt of notices in this Agreement.
(c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Contractor’s business, City may, by written request, require that custody of such documents or records be given to the City. Access to such documents and records shall be granted to City, as well as to its successors -in-interest and authorized representatives.

- 5 -
4905-7795-0839 v1
SECTION 8. INDEPENDENT CONTRACTOR.
(a) Contractor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Contractor shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise.
(b) The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Contractor or any of Contractor’s personnel.

Contractor shall not at any time or in any manner represent that Contractor or any of Contractor’s personnel are in any manner officials, officers, or employees of City. (c) Neither Contractor, nor any of Contractor’s personnel shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor, its officers, employees, agents or subcontractors, may have to any such rights. Contractor’s indemnity obligations in Section 16 “Indemnification” of this Agreement include the obligation to indemnify the City from and against any liability that may arise related to claims that Contractor, its officers, employees, agents or subcontr actors, are entitled to retirement, health care or any other benefits that accrue to City employees. This provision shall survive the expiration or earlier termination of this Agreement.

SECTION 9. STANDARD OF PERFORMANCE.
(a) Contractor 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. Contractor 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, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Contractor under this Agreement. 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 Contractor’s 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) Contractor 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) Contractor 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 Contractor’s failure to comply with the standard of care provided for - 6 -
4905-7795-0839 v1
herein. Contractor 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 Contractor and shall not be re- employed on the Services.

SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES.

Contractor shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the Term of this Agreement. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the Services set forth in this Agreement andsuch licenses, permits and approvals shall be maintained throughout the Term of this Agreement. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this section.

SECTION 11. PREVAILING WAGE LAWS
Contractor 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 Contractor that the Prevailing Wage Laws may not apply to this Agreement because the Agreement does not involve any 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 . Contractor shall defend, indemnify, and hold City, its elected officials, officers, employees 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 12. NONDISCRIMINATION.

Contractor shall not discriminate, in any way, against any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status in connection with or related to the performance of this Agreement.

SECTION 13. UNAUTHORIZED ALIENS.

Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should - 7 -
4905-7795-0839 v1
Contractor so employ such unauthorized aliens for the performance of the Services, and should the any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.

SECTION 14. CONFLICTS OF INTEREST.
(a) Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor ’s performance of the Services. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. (b) City understands and acknowledges that Contractor is, as of the date of execution of this Agreement, independently involved in the performance of non- related services for other governmental agencies and private parties. Contractor is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. (c) City understands and acknowledges that Contractor will perform non- related services for other governmental agencies and private Parties following the completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section. (d) City may determine that Contractor must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests. If such a determination is made, Contractor shall file the subject Form 700 with the City Clerk’s Office pursuant to the written instructions provided by the Office of the City Clerk within ten (10) days of the request.

SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. (a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor 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. Contractor 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) Contractor, 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 - 8 -
4905-7795-0839 v1
performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives City notice of such court order or subpoena.
(c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reim bursement and indemnity from Contractor for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Contractor ’s conduct.

Contractor shall promptly notify City should Contractor , 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 Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. Contractor shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law or for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

SECTION 16. INDEMNIFICATION.
(a) Indemnification for Professional Liability. Where the law establishes a professional standard of care for Contractor’s services, to the fullest extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees, volunteers and agents (“Indemnified Parties”) from and against third party liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys ’ fees and costs, court costs, interest, defense costs, and expert witness fees) that arise out of, any negligent act, error or omission of Contractor, or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor, in the performance of professional services under this Agreement.

Notwithstanding the foregoing, to the extent that the Contractor’s services are subject to California Civil Code Section 2782.8, the above indemnity, including the cost to defend, shall be limited to the extent required by Civil Code Section 2782.8. (b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City, and any and all of its employees, officials, volunteers and agents from and against third party liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory - 9 -
4905-7795-0839 v1
proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, Contractor’s negligent acts or omissions in the performance of this Agreement by Contractor , or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor. (c) Indemnification from Subcontractors. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Contractor fails to obtain such indemnity obligations from others as required herein, Contractor agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Contractor and shall survive the termination of this Agreement or this section.
(d) City’s Negligence . The provisions of this section do not apply to claims occurring as a result of City’s sole negligence. The provisions of this section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials, employees and agents.

(e) Limitation of Liability. Notwithstanding any other provision to the contrary herein and except for A gency’s obligation to pay Contractor in accordance with this contract for services or work performed or deliverables delivered, each party's liability for damages arising out of or relating in any way to this contract (including any order) shall be strictly limited to direct damages and shall in no event exceed the amount which has been paid to contractor by agency for contractor 's performance under this contract or the relevant order. This limitation of liability applies regardless of whether liability is based on breach of contract, tort, strict liability, breach of warranties, infringement of intellectual property, failure of essential purpose or otherwise. F urther, neither party, nor any of its officers, directors, employees, shareholders, or other representatives, shall in any event be liable for loss of profits, revenue, data, use, goodwill or other indirect, incidental, special, punitive or consequential d amages suffered by the other party or others as a result of performance or nonperformance under this agreement (including work orders), whether or not the possibility of such damages was disclosed or could have been reasonably foreseen.

SECTION 17. INSURANCE.

Contractor agrees to obtain and maintain in full force and effect during the Term of this Agreement the insurance policies set forth in Exhibit “C” “Insurance” and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Contractor agrees to provide City with copies of required - 10 -
4905-7795-0839 v1
policies upon request.

SECTION 18. ASSIGNMENT.

The expertise and experience of Contractor are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Contractor under this Agreement. In recognition of that interest, Contractor shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Contractor ’s duties or obligations under this Agreement without the prior written consent of the City.

Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 20 “Termination of Agreement.” City acknowledges, however, that Contractor , in the performance of its duties pursuant to this Agreement, may utilize subcontractors.

SECTION 19. CONTINUITY OF PERSONNEL.

Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the Services. Contractor shall notify City of any changes in Contractor’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 20. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by giving thirty (30) days written notice of termination to Contractor. In the event such notice is given, Contractor shall cease immediately all work in progress. (b) If either Contractor or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Contractor , or City may terminate this Agreement immediately upon written notice. (c) Upon termination of this Agreement by either Contractor or City, all property belonging exclusively to City which is in Contractor’s possession shall be returned to City.

Contractor shall furnish to City a final invoice for work performed and expenses incurred by Contractor, prepared as set forth in Section 4 “Compensation and Method of Payment” of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 “Compensation and Method of Payment” of this Agreement.

SECTION 21. DEFAULT.

In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, - 11 -
4905-7795-0839 v1
but may be extended if circumstances warrant , however, the timeframe 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 the City. During the period of time that Contractor 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 Contractor does not cure the default, 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 Contractor ’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 22. EXCUSABLE DELAYS.

Contractor shall not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Contractor. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes.

SECTION 23. COOPERATION BY CITY.

All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the Services shall be furnished to Contractor in every reasonable way to facilitate, without undue delay, the Services to be performed under this Agreement.

SECTION 24. NOTICES.

All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by certified mail, postage prepaid and return receipt requested, addressed as follows:

To City: City of Cathedral City
Attn: City Clerk
68700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Email: [email protected]
To Contractor: ICF Incorporated, L.L.C.
1902 Reston Metro Plaza PLZ
Reston, VA 20190
ATTN: _____________________________

NAME AND TITLE
Email: _____________________________

Notice may also be sent by email. Notice shall be deemed effective on the date - 12 -
4905-7795-0839 v1
personally delivered or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service. If sent by email, notice shall be deemed effective on the date sent. Notice sent by email must be confirmed within forty -eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as text messages and instant messages are not acceptable manners of notice required hereunder.

SECTION 25. AUTHORITY TO EXECUTE.

Each of the signatories hereto represents and warrants that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom he or she purports to sign. Each Party hereto agrees to defend, indemnify, and hold harmless the other Parties hereto against all claims, suits, actions, and demands, including necessary expenses of investigation and reasonable attorneys' fees and costs, arising out of claims that its signatory was not competent or so authorized to execute this Agreement.

SECTION 26. ADMINISTRATION AND IMPLEMENTATION.

This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 28 “Amendment” and the City Manager’s contracting authority under the City of Cathedral City Municipal Code and its adopted policies and procedures.

SECTION 27. BINDING EFFECT.

This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

SECTION 28. AMENDMENT.

No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City. The City Manager shall have the authority to approve any amendment to this Agreement if it does not exceed the amount that may be approved administratively pursuant to the City Municipal Code. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void. The City’s City Manager may, but is not required to, make minor amendments not affecting substantive terms without further authorization from the City Council. The City Council hereby authorizes the City Manager to execute any such amendments as required by this Agreement or that do not otherwise reduce City’s rights under this Agreement. All other amendments shall be approved by the City Council.

SECTION 29. WAIVER.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work by Contractor shall not - 13 -
4905-7795-0839 v1
constitute a waiver of any of the provisions of this Agreement.

SECTION 30. LAW TO GOVERN; VENUE.

This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.

SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES.

In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled.

SECTION 32. ENTIRE AGREEMENT.

This Agreement, including the attached Exhibits "A" through "C", is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or wri tten, or entered into between Contractor and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding.

SECTION 33. SEVERABILITY.

If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby, and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).

SECTION 34. ELECTRONIC SIGNATURE
The Parties agree that, in accordance with the City’s Electronic Signature Use Policy, adopted on August 10, 2023, and as amended thereafter, the Parties may use electronic signatures to execute this Agreement. Any use of electronic signatures to execute this Agreement shall comply with the City’s Electronic Signature Use Policy, and such signatures shall have the same force and effect as if this Agreement were executed by hand. Contractor acknowledges that it has had an opportunity to request and review the City’s Electronic Signature Use Policy, and Contractor agrees to comply with the Electronic Signature Use Policy. Contractor agrees to indemnify, defend, and hold the - 14 -
4905-7795-0839 v1
City harmless from any claim, damage, or liability associated with transmitting an electronic signature or an electronically signed record by electronic transmission.

SECTION 35. CONFLICTING TERMS.

Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any Exhibit hereto, or with the terms of any document incorporated by reference into this Agreement, the terms of this Agreement shall control.

SECTION 36. DATA PROTECTION.
a) Contractor 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 credit card or consumer data, (collectively, the “City Data”). C ontractor shall notify City in writing as soon as reasonably feasible, and in any event within twenty -four (24) hours, of Contractor’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. C ontractor shall begin remediation immediately. C ontractor shall provide daily updates, or more frequently if required by City, regarding findings and actions performed by Contractor until the Data Breach or Security Incident has been effectively resolved to City’s satisfaction. Contractor shall conduct an investigation of the Data Breach or Security Incident and shall share the report of the investigation with C ity. At C ity’s sole discretion, City and its authorized agents shall have the right to lead or participate in the investigation. Contractor 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 Contractor shall fully indemnify and hold harmless City and defend against any resulting actions.

SECTION 37. SAM.GOV CHECK.

This Agreement is governed by 2 CFR 200 Appendix II (H) of the Contract Provisions for Non- Federal Contracts Under Federal Awards: “Debarment and Suspension (Executive Orders 12549 and 12689) —A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.”
- 15 -
4905-7795-0839 v1
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.
[SIGNATURES ON FOLLOWING PAGE]

- 16 -
4905-7795-0839 v1

CITY OF CATHEDRAL CITY
___________________________
Andrew Firestine, AICP
City Manager, City of Cathedral City
ATTEST:
___________________________
Christina Burton
City Clerk, City of Cathedral City

APPROVED AS TO FORM
_______________________________
Eric S. Vail
City Attorney
ICF Incorporated, L.L.C.
_______________________________
________________________________
________________________________

4905-7795-0839 v1 A-1

EXHIBIT "A"

SCOPE OF SERVICES

See the following page.

ICF Proprietary & Confidential

June 12, 2026
Deanna Pressgrove, Environmental Conservation & Public Works Manager City of Cathedral City
68700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Subject: Cathedral City Climate Action Plan Update
Dear Deanna Pressgrove:

ICF Incorporated, L.L.C. (“ICF”) is pleased to submit this Time and Material proposal to support the City of Cathedral (“City”) in achieving its objectives for updating the City’s Climate Action Plan.

ICF’s proposal remains valid for a period of one hundred twenty (120) calendar days from June 12, 2026. ICF retains the right to review its submission and to extend its offer or to revise its proposal at the end of the 120-day period.

ICF expects that the terms and conditions governing this engagement will be subject to mutual negotiation and agreement by the parties following award and prior to execution of the final agreement.

ICF looks forward to hearing from you regarding the status of our response and welcomes the opportunity to discuss it further. Please direct all communications concerning any matter related to the solicitation, including any questions regarding this proposal, to Jakub Zielkiewicz at (213) 312-1797 or [email protected] and Adeola Olasehinde, Senior Contracts Administrator, at (512) 770-4890 or [email protected].

Sincerely,

Adeola Olasehinde
Senior Contracts Administrator

ICF Proprietary & Confidential
Background and Objective
The City of Cathedral City (City) developed a 2013 Greenhouse Gas (GHG) Inventory and Climate Action Plan (CAP), which established a structured approach to address climate change through targeted measures across multiple sectors. Sustainability and climate resilience elements were included in the City’s 2040 General Plan (adopted in 2021), and climate-related priorities were addressed indirectly in the City’s Five-Year Strategic Plan (2025 Update). In addition, climate actions relevant to the City were also included in the region’s Comprehensive Climate Action Plan (CCAP), as part of the US EPA’s Climate Pollution Reduction Grant (CPRG) Program.

The City would like to update its CAP to build off of more recent efforts to reduce GHGs, to capture in one document the work that the City has done and continues to do in reducing GHG emissions, and to establish new aspirational commitments in both municipal operations and the broader community to reduce GHGs.

Of importance, the update to the CAP will capture:
- Recommendations for a zero emissions vehicle (ZEV) program, including municipal fleet electrification, and public and commercial charging infrastructure. - The existing programs and initiatives that the City has been implementing relating to waste reduction (e.g., AB 939 and SB 1383), as well as in other economic sectors (e.g., buildings, transportation including ZEV initiatives, agriculture, etc.).

ICF understands that progress on updating the CAP should be made in time for providing an update at City Council meetings in January 2027, with finalization in time for the February 2027 Strategic Plan revision.

SCOPE OF WORK
Task 1 – Review of Current GHG Initiatives
- ICF will review existing City initiatives that contribute to GHG reductions and will summarize those initiatives in a Word memo. ICF will provide this memo to the City for review and approval. This memo will be used in the Climate Action Plan to capture the existing City programs that contribute to GHG reductions. - ICF will review the CCAP for relevant City GHG reduction measures across all economic sectors (i.e., buildings, transportation, etc.), and obtain City confirmation of relevancy, modification to measures, and/or addition of GHG measures for purposes of the update to the CAP. ICF will document the results in a Word memo, which will help shape the technical analysis related to quantifying GHG emissions reductions from City measures in subsequent tasks.

ICF Proprietary & Confidential
Task 2 – Evaluation of GHG Reductions
- Based on the Task 1 review and modifications of CCAP measures, ICF will evaluate the City’s status in meeting GHG reduction targets through 2030. ICF assumes the City’s GHG targets will be aligned with targets established through the CCAP and consistent with statewide GHG targets pursuant to SB32. The evaluation will include updating CCAP modeling for differences in emissions reductions measures identified and quantifying the gap (if any) that exists in meeting 2030 GHG targets. - ICF will also identify GHG emissions reduction measures that could be initiated within the next five years that would contribute to further GHG emission reductions through 2045 consistent with statewide GHG targets for the same period (AB 1279).

This will include quantification of GHG emissions associated with aspirational emission reduction measures identified.

Task 3 – Recommendations and updated to the CAP
• Based on Task 2, ICF will prioritize the emission reductions identified and make recommendations to the City regarding which to consider for inclusion in the update to the CAP .
• For ZEVs specifically, ICF will make recommendations that will focus on actions for new developments, municipal facilities/properties, and to support charging station proliferation in the existing built residential sector
o This could include, for example, identifying potential partners, such as utilities, state agencies, private businesses, regional organizations such as regional energy networks.
• ICF will develop a draft CAP updated based on the City’s existing initiatives (task 1 memo), additional actions that reduce emissions (task 2), as well as program specific details (ZEV recommendations in Task 3). The draft update to the CAP will be presented to the City for review, with the assumption that one City representative will be identified and responsible for consolidating feedback and comments from relevant City reviewers. ICF will then take the consolidated feedback, make relevant updates to the draft update to the CAP , and deliver a final update to the CAP to the City.
• ICF will develop slides (PPT format) to brief the City on the update to the CAP , which can also be used as part of future City Council briefings.

Deliverables

ICF Proprietary & Confidential
1) MS Word memo of existing City initiatives that contribute to GHG reductions 2) MS Word memo of applicable CCAP GHG measures relevant to the City, including any modifications and additions
3) MS Excel file with emission reduction calculations
4) Monthly status reports summarizing progress on tasks 5) Draft and final Climate Action Plan Update in MS Word and PDF 6) Summary slides in MS Powerpoint and executive summaries/briefs in MS Word for use in City Council briefings
Period of Performance
ICF anticipates completing the CAP update in time for the City’s February Strategic Plan revise and we have included the not to exceed value with the February deadline in mind.

For purposes of contracting, the term of the contract shall be for an initial period of ONE (1) year commencing on the date of the Notice to Proceed (assumed to be July 1, 2026). If additional work is needed after February, we will discuss and agree to additional budget with the City. Thereafter, the contract shall be renewable for an additional twelve (12) months, without the necessity of rebidding, upon mutual agreement in writing, SIXTY (60) days prior to the annual renewal date, contingent upon the availability of funds.

Compensation
ICF will be compensated on a time and material basis based on the rate card below with a total contract not to exceed value of $55,000.

Labor Category Rates for 7/01/26 - 6/30/27
Executive $345.89
Director $295.33
Manager $219.62
Senior Analyst $177.36
Analyst $149.37
Researcher $117.85

ICF will invoice monthly on a time and materials basis for actual hours worked, including applicable ODCs and travel, with amounts inclusive of applicable costs and taxes.

Payment terms are net thirty (30) days from invoice. Invoices will be submitted in conjunction with a monthly progress report.

Assumptions

ICF Proprietary & Confidential
- The City will lead all public outreach activities, with ICF providing technical support as requested by the City.
- The City identified project manager will be the primary contact person that ICF will interact with.
- ICF is prepared to present or to be present to answer questions at the City Council meeting. We assume one in-person meeting and travel expenses will be invoiced at cost plus applicable overhead.
- ICF assumes there will be monthly check-in meetings with the City project manager. - ICF will provide the City identified project manager with relevant data requests for said individual to work across the City and relevant organizations to obtain data. - This update to the CAP will not include California Environmental Quality Act (CEQA) analysis; CEQA analysis would occur afterwards if/when the City passes a specific ordinance or plan, and comes back to Council for approval of said ordinance/plan. - The foundation of the analysis of this update to the CAP will be the CCAP technical analysis. Where additional detail is available (e.g., updated yearly data, specific municipal facility energy information, etc.), we will incorporate and update the GHG inventory and emission reduction projections.
- ICF’s allocation of effort by task and labor category reflects our best estimate for completing the scope of work. ICF reserves the right to reallocate the hours across tasks and labor categories as we see fit to complete the scope in the most efficient manner within the overall contract ceiling.
- ICF’s proposal shall remain valid for a period of one hundred twenty (120) days from the date of submission. ICF reserves the right to review, extend, or revise its proposal upon expiration of this period, subject to mutual agreement. - ICF assumes that the City will designate a single point of contact (e.g., Contracting Officer’s Representative (COR)) responsible for consolidating and reconciling all City comments, revisions, and feedback on deliverables, resolving any conflicts, and providing such feedback to ICF in a single, written, consolidated format. - ICF assumes one (1) consolidated review cycle for all deliverables. The designated Contracting Officer’s Representative (COR) will provide consolidated comments within five (5) business days of receipt. ICF will address such comments and resubmit final deliverables within five (5) business days. In the absence of comments within the specified review period, deliverables will be deemed accepted.

4905-7795-0839 v1
EXHIBIT "B"

COMPENSATION

See the following page.

Compensation
ICF will be compensated on a time and material basis based on the rate card below with a total contract not to exceed value of $55,000.

Labor Category Rates for 7/01/26 - 6/30/27
Executive $345.89
Director $295.33
Manager $219.62
Senior Analyst $177.36
Analyst $149.37
Researcher $117.85

ICF will invoice monthly on a time and materials basis for actual hours worked, including applicable ODCs and travel, with amounts inclusive of applicable costs and taxes.

Payment terms are net thirty (30) days from invoice. Invoices will be submitted in conjunction with a monthly progress report.

Assumptions

4905-7795-0839 v1
EXHIBIT "C"

INSURANCE

A. Insurance Requirements. Contractor shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the S ervices by Contractor , its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M.

Best's rating of no less than A:VII.

Contractor shall provide the following scope and limits of insurance:

1. Minimum Scope of Insurance. Coverage shall be at least as broad as:

(1) Commercial General Liability. Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001).

(2) Automobile. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the written approval of the City.

(3) Workers’ Compensation. Workers' Compensation insurance as required by the Labor Code of State of California covering all persons providing Services on behalf of the Contractor and all risks to such persons under this Agreement.

(4) Professional Liability . Professional liability insurance appropriate to the Contractor ’s profession. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to Services performed under this Agreement. The insurance must be maintained for at least three (3) consecutive years following the completion of Contractor ’s services or the termination of this Agreement. During this additional three (3) year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage.

2. Minimum Limits of Insurance. Contractor shall maintain limits of insurance no less than:

(1) Commercial General Liability. Not less than $1,000,000 per occurrence and no less than $2,000,000 general aggregate for bodily injury, personal injury and property damage.

(2) Workers' Compensation. Workers' Compensation as required by the Labor Code of the State of California of not less than $1,000,000 per occurrence.

4905-7795-0839 v1
If Contractor has no employees or agents, Contractor shall not be required to maintain Workers’ Compensation Insurance. However, in the event that Contractor hires employees or agents during the Term of this Agreement, Contractor shall obtain and maintain Workers’ Compensation Insurance in accordance with this section.

B. Other Provisions . Insurance policies required by this Agreement shall contain the following provisions:

1. All Policies. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail, return receipt requested, has been given to City.

2. Commercial General Liability and Automobile Liability Coverages.

(1) City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor ; premises owned, occupied or used by Contractor ; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees.

(2) Contractor’s insurance coverage shall be primary insurance with respect to City, and its respective elected and appointed, its officers, officials, employees and volunteers. Any insurance or self -insurance maintained by City, and its respective elected and appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute with, Contractor’s insurance.

(3) Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

(4) Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its respective elected and appointed officers, officials, employees or volunteers.

3. Workers' Compensation Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by Contractor.

4905-7795-0839 v1
C. Other Requirements. Contractor agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City may require that Contractor furnish City with copies of original endorsements effecting coverage required by this Exhibit “C”. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time.

1. Contractor shall furnish certificates and endorsements from each subcontractor identical to those Contractor provides.

2. Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers, or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims.

3. The procuring of such required policy or policies of insurance shall not be construed to limit Contractor ’s liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.

Cathedral City City CouncilAugust 12, 2026

Cathedral City City Council
August 12, 2026