Coachella City Council
January 28, 2026

Item 23.

City of Coachella Page 3
Committee Membership – 2026
CULTURE AND ARTS COMMISSION – (Meetings called as needed at the Council Chambers of City Hall located at 1515 Sixth Street, Coachella.)
The Culture and Arts Commission shall consist of five regular members. Members of commissions shall be appointed for four-year terms or less. The term of each commission member shall continue for the term of the nominating council member and automatically terminate when the council member’s term ends. If a council member is reelected, that council member is entitled to make all new nominations or may choose to re-nominate the council member’s previous nominee.

APPOINTEE NOMINATED BY
(MEMBER OF COUNCIL)

ORIGINAL

APPOINTMENT

TERM EXPIRES
Clara Nieblas
Juan Ponce Ramos
Councilmember Virgen
Councilmember Dr. Figueroa
July 26, 2023
July 26, 2023
December 2026
December 2026
Armando Lerma Mayor Hernandez February 26, 2025 December 2026 Oralia “Yaya” Ortiz
Irene N. Rodriguez
Javier Figueroa (Alternate)
Mayor Hernandez
Mayor Hernandez
Mayor Hernandez
February 26, 2025
March 12, 2025
March 12, 2025
December 2026
December 2026
December 2026
YOUTH ADVISORY COMMISSION – (Meets on the second Monday of each month at 4:30 p.m. at the Council Chambers of City Hall located at 1515 Sixth Street, Coachella.) The Youth Advisory Commission shall consist of ten regular members. All members of the commission must live within the City of Coachella and be enrolled in high school. The term of a commissioner is one year from August to June; mirroring the local school district's school year. The term of each commission member shall continue for the term of the nominating council member and automatically terminate when the council member’s term ends. If a council member is reelected, that council member is entitled to make all new nominations or may choose to re-nominate the council member’s previous nominee.

APPOINTEE NOMINATED BY
(MEMBER OF COUNCIL)

ORIGINAL

APPOINTMENT

TERM EXPIRES
Sewa Meza (Chair) Full Council September 10, 2025 June 2026 Daila Juarez-Andrade (Vice Chair) Full Council September 10, 2025 June 2026 Isabel Martinez (Secretary) Full Council September 10, 2025 June 2026 Meraly Rodriguez Full Council September 10, 2025 June 2026 Kayla Castillo-Cabrera
Kenia Avalos
Jade Meza
Yamileth Cabrera-Gutierrez
Yarely Morales-Hinojosa, Alt.

Valeria Romero
Amanda Flores-Rojas
Full Council
Full Council
Full Council
Full Council
Full Council
Honorary
Honorary
September 10, 2025
September 10, 2025
September 10, 2025
September 10, 2025
September 10, 2025
September 10, 2025
September 10, 2025
June 2026
June 2026
June 2026
June 2026
June 2026
June 2026
June 2026

Item 23.

City of Coachella Page 4
Committee Membership – 2026

COUNCIL SUB-COMMITTEES
Building/Code Enforcement/Public Safety Sub-Committee – (Meetings called as needed) Denise Delgado, Mayor Pro Tem
Dr. Frank Figueroa, Councilmember (Alternate)
City Manager
Development Services Director
City Engineer
Police Chief
Battalion Chief
Finance Director
Permit Technician (Support Staff)
Code Enforcement
Economic Development/Planning Sub-Committee – (Meetings held on the 1st Thursday of each month at 5:00 p.m. in the Council Chambers of City Hall located at 1515 Sixth Street, Coachella) Denise Delgado, Mayor Pro Tem
Stephanie Virgen, Councilmember
City Manager
Development Services Director
Economic Development Director
Finance Director
Senior Citizens Advisory Sub-Committee – (Meetings called as needed, if held, on the 3 rd Wednesday
of the month at 1:00 p.m.)
Steven Hernandez, Councilmember
Stephanie Virgen, Councilmember
Public Works Director
Senior Center Coordinator (Support Staff)
Engineering/Public Works/Water-Sewer Sub-Committee – (Meetings called as needed.) Denise Delgado, Mayor Pro Tem
Stephanie Virgen, Councilmember
City Manager
Development Services Director
Economic Development Manager
Finance Director
Utilities Department Assistant (Support Staff)
Sister City Sub-Committee – (Meetings called as needed.) Steven Hernandez, Mayor
Dr. Frank Figueroa, Councilmember
City Manager
Economic Development Manager

Item 23.

City of Coachella Page 5
Committee Membership – 2026
COACHELLA VALLEY ASSOCIATION OF GOVERNMENTS – Dark during the months of March, July, August, October and December* at CVWD Steve Robbins Administration Building Training Room, 75515 Hovely Lane East, Palm Desert, CA
Executive Committee – (Meetings held on last Monday* at 4:00 p.m.) Steven Hernandez, Mayor, Member
Denise Delgado, Mayor Pro Tem (Alternate)
City Manager, Staff
CVAG COMMITTEES – (Continued)
Transportation Committee (TC) – (Meetings held on 1
st Monday* at 10:00 a.m.)
CVWD Steve Robbins Administration Building Training Room, 75515 Hovely Lane East, Palm Desert, CA
Steven Hernandez, Mayor, Member
Stephanie Virgen, Councilmember (Alternate)
City Engineer, Staff
Homelessness Committee – (Meetings held on 3rd Wednesday* at 10:00 a.m.) CVWD Steve Robbins Administration Building Training Room, 75515 Hovely Lane East, Palm Desert, CA
Yadira Perez, Councilmember, Member
Dr. Frank Figueroa, Councilmember (Alternate)
Economic Development Manager, Staff
Development Services Director, Staff (Alternate)
Energy/Sustainability Committee – (Meetings held on 2nd Thursday of each month at 12:00 noon) at CVWD Steve Robbins Administration Building Training Room, 75515 Hovely Lane East, Palm Desert, CA
Stephanie Virgen, Councilmember, Member
Denise Delgado, Mayor Pro Tem (Alternate)
Assistant to the City Manager, Staff
Public Safety – (Meetings held on 2nd Monday* at 9:00 a.m.) CVWD Steve Robbins Administration Building Training Room, 75515 Hovely Lane East, Palm Desert, CA
Dr. Frank Figueroa, Councilmember
Denise Delgado, Mayor Pro Tem
City Manager, Staff
Police Chief
Battalion Chief

Item 23.

City of Coachella Page 6
Committee Membership – 2026
Technical Planning Sub-Committee – (Meetings held on 3rd Tuesday* at 11:00 a.m.) Development Services Director, Staff
Senior Planner, Staff (Alternate)
Transportation Technical Advisory Sub-Committee – (Meetings held on 4th Monday* at 10:00 a.m.) City Engineer, Staff
Public Works Director, Staff (Alternate)
Solid Waste and Recycling Technical Working Group – (Meetings are held quarterly on 2nd Monday at 3:00 p.m.)
Public Works Director, Staff
Environmental/Regulatory Program Manager, Staff (Alternate) JPA/ Coachella Valley Conservation Commission (CVCC) – (Meetings held on 2nd Thursday of each month at 11:00 a.m.) Dark each March, August, October and December.

Steven Hernandez, Mayor, Member
Dr. Frank Figueroa, Councilmember (Alternate)
SUNLINE TRANSIT AGENCY – (Meetings are held on 4th Wednesday of each month at noon in the Board Room, 32505 Harry Oliver Trail, Thousand Palms) The Board goes dark the month of August and November.

Denise Delgado, Mayor Pro Tem, Member
Yadira Perez, Councilmember (Alternate)
COACHELLA VALLEY MOSQUITO & VECTOR CONTROL DISTRICT BOARD – (Meetings are held every 2nd Tuesday of each month at 6:00 p.m. at the District's Ben Laflin Administration Building, 43-420 Trader Place, Indio. Trustees are appointed for a fixed term of either two (2) or four (4) years, Dr. Frank Figueroa, Councilmember (Term Expires February 2026) Public Works Director, Staff
PALM SPRINGS INTERNATIONAL AIRPORT COMMISSION – (Meetings held on 3 rd Wednesday of each
month at 4:00 p.m. in the Multi Purpose Conference Room, Demuth Community Center, 3601 E. Mesquite Ave., Palm Springs, CA, The City representative(s) may be council members, community members or staff.) Denise Delgado, Mayor Pro Tem, Member (Term Expires December 31, 2026) RIVERSIDE COUNTY TRANSPORTATION COMMISSION – (Executive Meetings are held at 9:00 a.m. on the 2
nd Wednesday of each month; and the Budget and Implementation meetings are held at 9:30 a.m. on the 4th Monday of each month at the County of Riverside Administrative Center, 4080 Lemon Street, Riverside. Video teleconferencing is available from Palm Desert City Hall.) Denise Delgado, Mayor Pro Tem, Member – Commission & Budget and Implementation

Item 23.

City of Coachella Page 7
Committee Membership – 2026
City Engineer, Staff, TAC Member
Public Works Director, Staff, TAC (Alternate)
PUBLIC ENTITIES RISK MANAGEMENT AUTHORITY (PERMA) – (Meetings at the DoubleTree Resort 67-967 Vista Chino, Cathedral City. Held quarterly, 1st Thursday of last month of each quarter.) Human Resources Manager, Staff, Bill Pattison Interim City Manager, Member, Finance Director, Staff (Alternate)
ABANDONED VEHICLE AUTHORITY – (Meetings held quarterly. Date and location for next meeting are announced at each meeting. Locations hosted by different cities.) Finance Director, Member
Code Compliance Manager (Alternate)
SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS – General Assembly – (Meetings are held At least once every year (usually in April or May).

Denise Delgado, Councilmember, Voting Delegate
COACHELLA/INDIO WASTE TRANSFER STATION JOINT POWERS AUTHORITY – (Meetings held at as needed, at Coachella City Hall located at 1515 Sixth Street, Coachella.) Steven Hernandez, Mayor, Board Member
Dr. Frank Figueroa, Councilmember (Alternate)
Public Works Director, Staff
WASTE MANAGEMENT CONTRACT AMENDMENT - AD HOC COMMITTEE – (Held as needed.) Steven Hernandez, Mayor
Stephanie Virgen, Councilmember
NPDES TASK FORCE – (Meetings held first Wednesday of each month at 10 a.m.) Environmental/Regulatory Program Manager, Member
Sanitary Superintendent, Member
CHAMBER OF COMMERCE LIAISON – (Meetings held as needed) Yadira Perez, Councilmember
Dr. Frank Figueroa, Councilmember
Assistant to the City Manager, Staff
Executive Assistant, Staff

Item 23.

City of Coachella Page 8
Committee Membership – 2026
JOINT WATER POLICY ADVISORY COMMITTEE MEETING – (As needed at CVWD’S Coachella office, 85-995 Avenue 52, Coachella, Rummonds Training Room.)
Steven Hernandez, Mayor, Member
Dr. Frank Figueroa, Councilmember (Alternate)
Utilities Manager, Staff
COACHELLA VALLEY ANIMAL CAMPUS COMMISSION – (Meetings held on 1 st Thursday, every two
months at 9:30 a.m. at the 1000 Palms Community Center, 31189 Robert Road, Thousand Palms, CA 92276) Dr. Frank Figueroa, Councilmember, Member
Yadira Perez, Councilmember (Alternate)
City Manager, Staff
COACHELLA VALLEY ENERGY COMMISSION – (Meetings held at 4:00 p.m. on the second Thursday of each month. Meetings may be held at the IID Boardroom at its La Quinta Headquarters, 81-600 Avenue 58 La Quinta, or rotating at member agency locations. Commission members are appointed for one-year terms with no term limits, and must reside within the IID boundary area for the Coachella Valley. (New for 2021) DISBANNED MAY 2025.

Stephanie Virgen, Councilmember, Member (Term Expires December 2025) UTILITY USERS CITIZENS OVERSIGHT COMMITTEE – (Meetings held at [time] on the [day] of each month.) Meetings will be held at [location and address] Member
Staff
COACHELLA VALLEY MOUNTAINS CONSERVANCY – (Meetings held at 3:00 p.m. on the 2nd Monday of February, May, August and November in the City of Palm Desert Administrative Conference Room, 73-510 Fred Waring Drive, Palm Desert. Terms are for 2-years. Appointees must be either the Mayor or a Councilmember.)
Denise Delgado, Mayor Pro Tem, Member (Term Expires December 2026 – 2-year term) Dr. Frank Figueroa, Councilmember (Alternate)
Development Services Director, Staff, non-member
VISIT GREATER PALM SPRINGS JOINT POWERS AUTHORITY – (Six (6) Meetings are held yearly on Fridays, 8:00 am to 10:30 am.) [Locations and Dates TBD] Dr. Frank Figueroa, Councilmember, Member
Denise Delgado, Mayor Pro Tem (Alternate)

Item 23.

Item 23.

Item 23.

Item 23.

STAFF REPORT
1/28/2026
TO: Honorable Mayor and City Council Members
FROM: Delia Granados, Deputy City Clerk
SUBJECT: Mayor's Appointments to Various Council Subcommittees, Coachella Valley Association of Government (CVAG) Committees, Other Agencies, etc.

STAFF RECOMMENDATION:

Appoint the members of Council to the various intergovernmental organizations, associations and City subcommittees.

BACKGROUND:

The City Council Members represent the City on various intergovernmental agencies and associations that consider policy and legislation, which directly impacts the City. In addition, Council Members serve on City subcommittees (ad hoc and standing) and as liaisons to several entities. In compliance with the requirements of the Maddy Act, Government Code 54972, the attached local appointments list shows all boards, commissions, and committees which are appointed by the legislative body of the local agency and the dates of their terms of office.

Also, attached is a completed Fair Political Practices Commission (FPPC) form 806, which has been posted to the City’s website. This form is required pursuant to FPPC Regulation 18705.5.

Each agency must post on its website Form 806, which lists all the paid appointed positions to which an official will vote to appoint themselves. This form must be posted prior to a vote (or consent item) to appoint a governing board member if the appointee will participate in the decision and the appointment results in additional income of $250 or more in a 12-month period.

The Mayor will be identifying Council appointments to these Committees.

FISCAL IMPACT:

There is no fiscal impact to the General Fund.

Attachments: Appointments List
FPPC Form 806

Item 23.

STAFF REPORT
1/28/2026
TO: Honorable Mayor and City Council Members
FROM: Celina Jimenez, Director of Economic Development
SUBJECT: Appoint one (1) Commissioner to the Coachella Youth Advisory Commission STAFF RECOMMENDATION:

Staff recommends that the City Council appoint one (1) Commissioner to the Coachella Youth Advisory Commission (YAC).

BACKGROUND:

In July 2024, the City Council adopted Resolution No. 2024-25, which established compensation for members of the Youth Advisory Commission. Under this resolution, Commissioners receive $50.00 per scheduled meeting, provided a quorum is present. Following Council’s action, the City conducted outreach through schools, community organizations, and social media platforms to promote the opportunity to local youth.

The YAC was created to provide young residents with a voice in civic matters. Commissioners serve in an advisory role to the City Council, helping to identify the educational, recreational, and cultural needs of Coachella’s youth and ensuring coordination of community resources that improve quality of life for young people.

DISCUSSION/ANALYSIS:

The Commission is designed to consist of ten youth members enrolled in high school who reside in Coachella. To date, the City had received a sufficient number of applications to fill all ten seats. The Youth Advisory Commission held its first meeting on October 14, 2025 but since then, the Commission had one Commissioner resign. Appointing the full membership will allow the Commission to begin its work with balanced representation and greater capacity to address issues affecting youth. With all positions filled, the Commission will be better positioned to carry out its duties effectively and ensure broad input from across the community.

Item 24.

The following applicants submitted an application for consideration: (the council must select and appoint one)

1. Brandon Antunez Lopez (Coachella resident)

2. Valerie Aguirre (Coachella resident)

3. Emily Samano Felix
FISCAL IMPACT:

There is no additional fiscal impact beyond the stipends already authorized under Resolution No. 2024-25.

ATTACHMENT(S):

1. Youth Advisory Commission Applications

Item 24.

CITY OF COACHELLA

COMMISSION APPLICATION
NAME: _____________________________________________________________________________ ADDRESS: ___________________________________________________________________________ TELEPHONE: ______________________________ E-MAIL: _________________________________ COMMISSION:

Planning
Cultural and Arts
Parks and Recreation
Utilities User Tax Citizen Oversight (UUT)
Youth Advisory (To be eligible for appointment to the Commission you must be enrolled in high school.

Please state your age and high school you currently attend in the “other comments” in section 5.) Social Justice & Public Safety
To be eligible for appointment to any Commission you must be a resident of the City of Coachella.

Members may only serve on one commission/committee.

Note: In the event a member of the commission has three (3) consecutive unexcused absences from meetings of the Commission, the City Council may declare the office of such member vacant.

PLEASE FURNISH BRIEF RESPONSES TO THE QUESTIONS BELOW:

1. Why do you think you should be appointed? What is there specifically in your background, training, education and interests that qualifies you as a candidate? __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________

2. What do you see as the goals and objectives of the Commission? How would you help achieve these objectives and goals?
__________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ Page 402 Item 24.

CITY OF COACHELLA

COMMISSION APPLICATION
PAGE 2
(Revised 10-30-2023)

3. What special qualities can you bring to the Commission? _________________________________________________________________________________

4. Do you have any questions or comments about the Commission’s structure or functions? __________________________________________________________________________________

5. Other comments and/or ideas as to how you as a member of the selected Commission could benefit the City of Coachella.
__________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________

Signature Date

Note: Members of commissions shall be appointed for four-year terms or less. The term of each commission member shall continue for the term of the nominating council member and automatically terminate when the council member’s term ends. If a council member is reelected, that council member is entitled to make all new nominations or may choose to re-nominate the council member’s previous nominee.

Youth Advisory Commission Note: The term of a Commissioner is one year from August to June; mirroring the local school district’s school year.

PLEASE RETURN THIS COMPLETED APPLICATION TO:

Deputy City Clerk
City of Coachella
53-462 Enterprise Way
Coachella, CA 92236
[email protected]

Item 24.

Item 24.

Item 24.

CITY OF COACHELLA

COMMISSION APPLICATION
NAME: _____________________________________________________________________________ ADDRESS: ___________________________________________________________________________ TELEPHONE: ______________________________ E-MAIL: _________________________________ COMMISSION:

Planning
Cultural and Arts
Parks and Recreation
Utilities User Tax Citizen Oversight (UUT)
Youth Advisory (To be eligible for appointment to the Commission you must be enrolled in high school.

Please state your age and high school you currently attend in the “other comments” in section 5.) Social Justice & Public Safety
To be eligible for appointment to any Commission you must be a resident of the City of Coachella.

Members may only serve on one commission/committee.

Note: In the event a member of the commission has three (3) consecutive unexcused absences from meetings of the Commission, the City Council may declare the office of such member vacant.

PLEASE FURNISH BRIEF RESPONSES TO THE QUESTIONS BELOW:

1. Why do you think you should be appointed? What is there specifically in your background, training, education and interests that qualifies you as a candidate? __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________

2. What do you see as the goals and objectives of the Commission? How would you help achieve these objectives and goals?
__________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ Valerie Aguirre
84500 Avenue 52 Apt F63 92236, Coachella, CA
X
(760) 561-2050 [email protected]
Being appointed would not only allow me to be a voice for my peers but also a voice for the youth in my community. Coming from a Mexican American household where education levels where limited, and where lack of involvement in the community also played a role, I plan to break that cycle with my

3.9 GPA and by actively engaging with my community. This opportunity would be a big step toward achieving that goal. I have always taken my education and involvement in my community seriously, having worked at local election polling sites, participating in school sport teams, enrolled in advanced classes, and joining an academy focused on college preparation and Chicano/a history.

The goals of the Youth Commission are to represent young people, improve community involvement, and create more opportunities for growth. I would help achieve these goals by listening to my peers, sharing their ideas with city leaders, and working on plans that make a positive impact on Coachella’s youth.

Item 24.

CITY OF COACHELLA

COMMISSION APPLICATION
PAGE 2
(Revised 10-30-2023)

3. What special qualities can you bring to the Commission? _________________________________________________________________________________

4. Do you have any questions or comments about the Commission’s structure or functions? __________________________________________________________________________________

5. Other comments and/or ideas as to how you as a member of the selected Commission could benefit the City of Coachella.
__________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________

Signature Date

Note: Members of commissions shall be appointed for four-year terms or less. The term of each commission member shall continue for the term of the nominating council member and automatically terminate when the council member’s term ends. If a council member is reelected, that council member is entitled to make all new nominations or may choose to re-nominate the council member’s previous nominee.

Youth Advisory Commission Note: The term of a Commissioner is one year from August to June; mirroring the local school district’s school year.

PLEASE RETURN THIS COMPLETED APPLICATION TO:

Deputy City Clerk
City of Coachella
53-462 Enterprise Way
Coachella, CA 92236
[email protected]
givore
With my dedication to academics, involvement within the city, and sports, I aim to bring ideas, teamwork, and a strong commitment to helping Coachella’s youth reach their full potential.

What kind of training or orientation do new members receive? What should I expect if I were appointed as a new member wanting to make a strong impact?
As a member of the Coachella Youth Commission, I would bring dedication, kindness, and a strong work ethic to serve my community. I value respect, teamwork, and understanding, and I strive to create a welcoming environment for others. With these qualities I would work to strengthen communication between young people and city leaders and help create a more inclusive and positive community for all youth in Coachella. 11/07/2025

Item 24.

STAFF REPORT
January 28, 2026
TO: Honorable Mayor and City Council Members
FROM: Lincoln Bogard, Finance Director
Bill Pattison, City Manager
SUBJECT: Resolution No. 2026-04 Approving a Contract for Consulting Services with Bell Burnett & Associates (BB&A) for the Development and Implementation of the Funding Program for Critical Electric Infrastructure in the City
STAFF RECOMMENDATION:

Staff recommends that the City Council approve Resolution 2026-04, approving a contract for consulting services with Bell Burnett & Associates (BB&A) for the development and implementation of the funding program for critical electric infrastructure in the City.

BACKGROUND:

Staff has communicated its discussions with Imperial Irrigation District (IID) to Council. IID electrical capacity in our city is limited. Construction of additional substations in the city is needed for energy reliability, resiliency and continued economic growth. Indio and IID recently created the Indio Electric Financing Authority which successfully financed the construction of new substations within in Indio through the levy of surcharge on each kilowatt hour of energy sold by IID in Indio. IID talks have progressed to the point that our city needs to begin the formation and rate setting process for the Coachella Electric Financing Authority. Staff is hoping to use the same consultants that Indio used since this is a new type of funding mechanism and we feel that using the same consultants will result in lower costs due to economies of scale from the prior experience with Indio and from their experience collaborating with IID on behalf of Indio.

The goal of the Coachella Electric Financing Authority would be to issue bonds secured by a surcharge collected by IID on behalf of the City. The bonds would finance the expansion of 3 existing substations and the construction of a new substation within the City.

DISCUSSION/ANALYSIS:

Staff would like to have Council consider BB&A to provide strategic consulting services in conjunction with the formation and funding of the Coachella Electric Financing Authority. BB&A is proposing to provide the following services to the City:

Item 25.
• Develop funding program that would accommodate the financing of electric improvements in the City;
• Provide financial analysis, including cost and capacity, under the program; • Meet and advance discussions and approval of the program with Imperial Irrigation District (IID);
• Prepare summary materials and make presentations as needed to City Council or other external stakeholders as requested;
• Review and comment upon creation of Coachella Electric Financing Authority or other comparable Joint Powers Authority associated with the funding program; • Evaluation of terms and conditions of the program to maximize future flexibility; • Review and development of key business and credit terms for the program; • Support transaction execution, including the negotiation of any program documentation;
• Develop timeline for execution, and
• Other services as necessary to support the execution of the program The terms allow the City to cancel with or without cause at any time with a 10-day written notification. If the City does not move forward with the formation of the Coachella Electric Financing Authority, this contract can be terminated to avoid any unnecessary costs.

ALTERNATIVES:

1. Approve the action.

2. Do not approve the action.

FISCAL IMPACT:

Total Not-To-Exceed fixed contract amount of $150,000. In the event that the transaction does not close, the fee would be reduced to $35,000 plus any direct expenses for travel and lodging incurred at the City’s request. Costs can be recuperated from bond issuance for consultant costs of formation.

Attachments:

Resolution 2026-04
Proposal to Provide Strategic Consulting Services

Item 25.

RESOLUTION NO. 2026-04

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COACHELLA,

CALIFORNIA, APPROVING A PROFESSIONAL SERVICES AGREEMENT

WITH BELL BURNETT & ASSOCIATES (BB&A)
WHEREAS, the Approval of Agreement Between the City of Coachella and BB&A is for the Development and Implementation of the Funding Program for Critical Electric Infrastructure in the City; and
WHEREAS, the City of Coachella has limited IID capacity in our city; and WHEREAS, the Agreement provides for assistance in the formation and funding program for the Coachella Electric Financing Authority to add redundancy, resiliency and capacity to the city electric grid; and
WHEREAS, the goal of the Coachella Electric Financing Authority is to issue bonds secured by a surcharge to be levied by the Coachella Electric Financing Authority and collected by IID to finance the expansion of three substations and addition of one new substation (in a phased approach to minimize costs to residents); and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Coachella as follows:

Section 2. Adopt Resolution No. 2026-04 Approving a Contract for Consulting Services with Bell Burnett & Associates (BB&A) for the Development and Implementation of the Funding Program for Critical Electric Infrastructure in the City.

Section 3. Authorize the City Manager to make any non-substantive changes to the contract as may be recommended by City Attorney and agreed to by BB&A.

PASSED, APPROVED and ADOPTED this 28th day of January 2026. ___________________________________
Steven A. Hernandez
Mayor
ATTEST:

Item 25.

Resolution No. 2026-04

___________________________________
Angela M. Zepeda
City Clerk
APPROVED AS TO FORM:

BEST, BEST & KRIEGER
___________________________________
City Attorney

Item 25.

Resolution No. 2026-04

STATE OF CALIFORNIA

COUNTY OF RIVERSIDE

CITY OF COACHELLA
)
) ss.
)
I HEREBY CERTIFY that the foregoing Resolution No. 2026-04 was duly adopted by the City Council of the City of Coachella at a regular meeting thereof, held on the 28 th day of
January 2026, by the following vote of Council:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________________________
Delia Granados
Deputy City Clerk

Item 25.

January 12, 2025
Mr. Bill Pattison
City Manager
City of Coachella
53990 Enterprise Way
Coachella, CA 92236
Dear Mr. Pattison,
On behalf of Bell Burnett & Associates (“BB&A”), we are pleased to offer this proposal to provide strategic consulting services to the City of Coachella (“City”) in connection with developing and implementing a funding program (“Program”) for critical electric infrastructure in the City. As you know, we worked with the City of Indio and IID on a comparable program and funding strategy and believe that the City can also successfully implement this approach.

Scope of Services
BB&A is proposing to provide the following services to the City:

• Develop funding program that would accommodate the financing of electric improvements in the City;
• Provide financial analysis, including cost and capacity, under the program; • Meet and advance discussions and approval of the program with Imperial Irrigation District (IID); • Prepare summary materials and make presentations as needed to City Council or other external stakeholders as requested;
• Review and comment upon creation of Coachella Electric Financing Authority or other comparable Joint Powers Authority associated with the funding program; • Evaluation of terms and conditions of the program to maximize future flexibility; • Review and development of key business and credit terms for the program; • Support transaction execution, including the negotiation of any program documentation; • Develop timeline for execution, and
• Other services as necessary to support the execution of the program Firm Qualifications
BB&A is a management and strategic consulting firm serving the utility industry and public sector clients in the West, particularly in California. We offer an independent development, review, and assessment of strategic plans and initiatives. We are former Chief Financial Officers, financial advisors and bankers, so we understand the complexities that our clients face.

Working in and for cities in the West is a core strength of BB&A, particularly in the utility sector. We have worked on strategic and funding plans, financial forecasting, feasibility reports, economic

Item 25.

CITY OF COACHELLA – ELECTRIC INFRASTRUCTURE FUNDING PROGRAM 1 valuations, project development, resource planning, risk management policies, rate design, reserve policies, capital and business plans, and risk analysis for numerous communities in California, including:
• Anaheim
• Burbank
• Glendale
• Indio
• Lodi
• Long Beach
• Los Angeles
• Pasadena
• Redding
• Riverside
• Roseville
• San Diego
• San Francisco
It is also important to highlight that BB&A is not an Independent Registered Municipal Advisor (IRMA) and will not be rendering any financial advice pertaining to municipal securities, including but not limited to the terms, pricing, or structure of any municipal bonds in connection with the program. Our understanding is that the City will retain an IRMA when appropriate, and BB&A has worked with any number of financial advisors in the past. BB&A’s consulting services will be limited to the funding program and not the financing of any improvements. While considering the Proposal and the funding program, the City should make its own independent assessment and seek its own professional, financial, legal and tax advice, including but not limited to an independent registered municipal advisor, as to the merits and considerations associated with the issuance of municipal securities.

Project Team
Alex Burnett will be the primary point of contact for the City, but our full team and their expertise will continue to work on this assignment. Alex brings over 35 years of experience working for public utilities in California. He is the former Head of the West Coast for Public Finance at JP Morgan and former financial advisor with Public Financial Management, the nation’s largest independent financial advisory firm, where he was a Managing Director and served for 15 years. Alex brings particular expertise in project development, including contract negotiation, and the development and disposition of assets for electric and water utilities.

Alex will be assisted by Mike Bell and Drew Atwater. With over 40 years of both utility management and consulting experience, Mr. Bell brings extensive expertise and a demonstrated track record working for and on behalf of publicly owned utilities, including public power and water agencies, municipalities and public agencies, including both Imperial and Coachella Valley. Past experience includes serving as Assistant General Manager for Anaheim Public Utilities, CFO for the Southern California Public Power Authority, Interim CFO for the Imperial Irrigation District, and Interim Executive Director of the California Municipal Utilities Association.

Item 25.

CITY OF COACHELLA – ELECTRIC INFRASTRUCTURE FUNDING PROGRAM 2 Drew is a finance expert with 15 years of public sector experience as a financial consultant and working within government, including 5 years in executive management positions. Drew has extensive financial and operational experience including leveraging data analytics to optimize processes, operations, and asset management. Drew has also served as Deputy General Manager of the Moulton Niguel Water District, and Manager of Rates, Charges, & Financial Planning for the Metropolitan Water District of Southern California. Drew brings particular expertise in budget protocols, budget process, data management and financial modeling.

Compensation
BB&A has a standard fee structure and approach to programs such as this one. Typically, we charge a fixed monthly retainer and a success fee that is contingent upon the successful closing of the initial financing for the Program. Our retainers generally equal $5,000 to $20,000 per month.

In the case of the City, we appreciate that we have invested significantly in creating this program already and want to be as economic as possible. As noted, even with the past work, it will take time to implement and there are a number of critical steps over the coming months. We recognize that the objective is to minimize upfront costs and the risk to the City.

As such, BB&A proposes to not have a fixed retainer and to charge a fixed fee of $150,000, which would be payable when the initial transaction closes. Should the transaction not close for any reason, we would reduce our fee to $35,000 plus any direct expenses for travel and lodging that have been incurred at the City’s request. Fees are payable within 30 days of receipt of our invoice.

On behalf of BB&A, we would like to thank you for the opportunity to serve the City. Should you have any questions or comments, please do not hesitate to reach out to any member of the BB&A team.

Very truly yours,
R. Alexander Burnett
Principal, Bell Burnett & Associates
[email protected] | (415) 994-6750

Item 25.

CITY OF COACHELLA – ELECTRIC INFRASTRUCTURE FUNDING PROGRAM 3

BB&A QUALIFICATIONS

Item 25.

CITY OF COACHELLA – ELECTRIC INFRASTRUCTURE FUNDING PROGRAM 4 Financial and technical
education and training
BA — Princeton University,
Politics and East Asian Studies
R. Alexander Burnett
Principal, Bell Burnett & Associates
Financial and Strategic Advisors
+1 415 994 6750
[email protected]
Professional experience summary
• Alex Burnett is a Principal with Bell Burnett & Associates, a management and strategic consulting company serving the general municipal, utility and transportation sectors. • Alex is a finance expert with 34 years of public sector utility and transportation experience as both a banker and financial advisor having served as Head of the West Coast for Public Finance at JP Morgan, a Managing Director at Citigroup and as a Managing Director at Public Financial Management, the nation’s largest independent financial advisory firm serving the public sector, where he spent 15 years. • Alex has served as senior manager, co-manager or financial advisor on infrastructure transactions in excess of $50 billion.
• Representative experience includes: financial and strategic planning, cashflow modeling and management, balance sheet strategy, rate design, credit strategy and negotiation, contract negotiation and project financing and delivery. • Municipal clients include: State of California, City of San Diego, City and County of San Francisco, San Francisco Public Utilities Commission, East Bay Municipal Utility District, Metropolitan Water District of Southern California, City of San Jose, Bonneville Power Administration, Energy Northwest, Southern California Public Power Authority, Anaheim Public Utilities, Burbank Water and Power, City of Vernon, Northern California Power Agency, Silicon Valley Power, Transmission Agency of Northern California, Bay Area Rapid Transit District, County of Alameda.

Select engagement experience
• City of Indio– Served as the lead working with Indio. BB&A’s responsibilities include developing a Strategic and Funding Plan for critical electric infrastructure investment in the City in connection with the Imperial Irrigation District. • San Francisco Public Utilities Commission – Served as Engagement Leader for three different enterprise funds of the SFPUC. In this capacity, responsible for the development of a cost optimization model for the City’s Sewer System Improvement Program (SSIP), a 20-year city-wide infrastructure program with an overall cost in excess of $4 billion. Evaluated both capital and operating forecasts over a 50-year period to assess the impacts of different assumptions on financial health, rates and charges, financial feasibility, customer affordability, and compliance with SFPUC policies.

Currently working with the SFPUC on infrastructure development for the Power Enterprise.
• Imperial Irrigation District – Worked with IID in the economic valuation and funding strategy for potential transmission assets, including analyzing cost/benefit and identifying financial, risk, and operational considerations.

BB&A RESUMES

Item 25.

CITY OF COACHELLA – ELECTRIC INFRASTRUCTURE FUNDING PROGRAM 5 Financial and technical
education and training
Harvard University Program
for Senior Executives in State
and Local Government
Pepperdine University
Masters of Business
Administration
St. Louis University Bachelor
of Science
Michael A. Bell
Principal, Bell Burnett & Associates
Financial and Strategic Advisors
+1 209 217 6358
[email protected]
Professional experience summary
• Mike Bell is a Principal with Bell Burnett & Associates, a management and strategic consulting company serving the general municipal, utility and transportation sectors. • Mike is a finance expert with 40 years of public sector experience as a financial advisor and working within government. Mike spent 20 years in executive management positions in city government and the utility industry.
• Mike founded Michael Bell Management Consulting (MBMC), a strategic and financial consulting firm, and managed the engineering, design, and management consulting services for RW Beck, a nationally recognized consulting engineering company serving the electric, water, wastewater, and solid waste businesses in California. Mike served as Assistant General Manager and Economic Planning Manager for 20 years, working for both the Anaheim Public Utilities and City Water, Light and Power in Springfield (IL). • Representative experience includes: strategic planning, organizational reviews, operational and financial planning, and program and service development to cities, counties, utilities and special districts.
• Mike has detailed knowledge of both long- and short-term financing strategies and has acted as the key decision-maker in more than $9.0 billion project financings. He has prepared numerous analyses and feasibility reports used to finance infrastructure, including major water, wastewater, telecommunications, and electric generation, transmission and distribution system projects. Mike has provided expert testimony before various public bodies such as city councils, utility boards, and participating organizations in multifaceted business concerns.

Select engagement experience
• Bonneville Power Administration (BPA) – Mr. Bell provided professional expertise and advice in the development of long term financial and strategic plans for the BPA. The plans included targets for financial health, including cash balances, leveraging, secondary revenue risk management and capital deployment efficiency. Mr. Bell continued service to assist BPA with implementation of the plans with an emphasis on operational and program reviews, cost containment and efficiency studies. • Glendale Water and Power (GWP) – Developed a comprehensive update of GWP’s Water and Electric Department financial plans including the development of a 5-year financial plan. During this assignment annual audits and budgets were completed and adopted; cost of service analysis updated; new water, and electric rates implemented, and two bond issues completed, including document development and review, discussions with rating agencies, and interaction with the City’s advisors, attorneys, and bankers. • Riverside Public Utilities (RPU) – Assisted RPU with the development of guidelines and goals that provide direction for the financial management of RPU. Policies and guidelines include revenue, debt, investment, risk management, accounting and reporting, budget, and reserves.

Item 25.

CITY OF COACHELLA – ELECTRIC INFRASTRUCTURE FUNDING PROGRAM 6 Financial and technical
education and training
University of California;
Riverside, CA – Master of
Science, Environmental
Economics & Natural
Resource Economics &
Policy
Reed College; Portland, OR –
Bachelor of Arts, Physics
Drew Atwater
Associate, Bell Burnett & Associates
Financial and Strategic Advisors
+1 818 935 0205
Professional experience summary
• Drew Atwater is an Associate with Bell Burnett & Associates, a management and strategic consulting company serving the general municipal, utility and transportation sectors.
• Drew is a finance expert with 15 years of public sector experience as a utility rate consultant and working within government. Drew spent 5 years in executive management positions in the utility industry.
• Built highly skilled team of top talent, focusing on recruiting mission-driven individuals who understand organization’s purpose, fostering culture of innovation and continuous improvement, and establishing feedback mechanisms to enhance employee support. Achieved recognition as top workplace in Orange County and US.
• Enhanced financial management operations by establishing streamlined flow of information across departments, building cross-functional relationships, and enabling cutting-edge modeling for forecasting purposes:
o Achieved AAA rating from Fitch and S&P, won numerous financial awards, and implemented financial best practices certified by various organizations.
o Secured high-value grant awards, including $10M Federal Emergency Management Agency (FEMA), $2M grant for operations and supportability implementation system (OASIS) ranking, $405K US Bureau of Reclamation (USBR) project, and water efficiency rebates of $500K.
• Led several high-impact capital projects for Moulton Niguel Water District (MNWD) that garnered awards for customer benefits and innovative technologies, including $8M transition to smart meters, replacement of outdated billing system, organization-wide Resiliency Action Plan with global utility best practices and implementation of new work order maintenance management system. • Lead efforts to optimize metropolitan water district’s rate structure.

Oversaw stakeholder management, provided strategic policy recommendations, led development and implementation of key financial planning processes, studies, and policies, ensured compliance with government regulations, and supported organization’s strategic goals through financial forecasting and analysis.

Item 25.

CITY OF COACHELLA – ELECTRIC INFRASTRUCTURE FUNDING PROGRAM 7 This Proposal (“Proposal”) has been sponsored by the City of Coachella (the “City”) and prepared for the exclusive use of the City. The Proposal does not constitute a recommendation or municipal advice under Section 975 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and is distributed for general information purposes only. While the information and opinions contained in the Proposal have been prepared in good faith, the Proposal is not and does not purport to be comprehensive, all-inclusive or to have been independently verified. Neither Bell Burnett & Associates, nor any of their principals, employees, advisers or consultants accept any liability or responsibility for the accuracy, reasonableness or completeness of or for any errors, omissions or misstatements, negligent or otherwise, relating to or makes any representation or warranty, express or implied, with respect to the information contained in the Proposal or on which it is based or with respect to any written or oral information made, or to be made available to any of the recipients or their professional advisers and, so far as permitted by law and except in the case of fraudulent misrepresentation by the party concerned, any liability therefore is hereby expressly disclaimed. While considering the Proposal, the City should make its own independent assessment and seek its own professional, financial, legal and tax advice, including but not limited to an independent registered municipal advisor, as to the information and findings herein.

DISCLAIMER

Item 25.

STAFF REPORT
January 28, 2026
TO: Honorable Mayor and City Council Members
FROM: Lincoln Bogard, Finance Director
Bill Pattison, City Manager
SUBJECT: Resolution No. 2026-05 Approving an Underwriter Engagement Letter with Piper Sandler for Underwriting Debt Associated with the Establishment of the Coachella Electric Financing Authority
STAFF RECOMMENDATION:

Staff recommends that the City Council approve Resolution 2026-05, approving an Underwriter Agreement Letter with Piper Sandler for underwriting debt associated with the establishment of the Coachella Electric Financing Authority.

BACKGROUND:

Staff has communicated its discussions with Imperial Irrigation District (IID) to Council. IID electrical capacity in our city is limited. Construction of additional substations in the city is needed for energy reliability, resiliency and continued economic growth. Indio and IID recently created the Indio Electric Financing Authority which successfully financed the construction of new substations within in Indio through the levy of surcharge on each kilowatt hour of energy sold by IID in Indio. IID talks have progressed to the point that our city needs to begin the formation and rate setting process for the Coachella Electric Financing Authority. Staff is hoping to use the same consultants that Indio used since this is a new type of funding mechanism and we feel that using the same consultants will result in lower costs due to economies of scale from the prior experience with Indio and from their experience collaborating with IID on behalf of Indio.

The goal of the Coachella Electric Financing Authority would be to issue bonds secured by a surcharge collected by IID on behalf of the City. The bonds would finance the expansion of 3 existing substations and the construction of a new substation within the City.

DISCUSSION/ANALYSIS:

Staff would like to have Council consider Piper Sandler as underwriter to the City in connection with any issued debt associated with the formation of the City of Coachella Electric Financing Authority (“Formation Services”) which will be repaid from revenue from the implementation of

Item 26.
a surcharge on electrical power provided by Imperial Irrigation district within the City (the “Surcharge”).

The terms allow the City to cancel with or without cause at any time with immediate effect upon written notification. If the City does not move forward with the formation of the Coachella Electric Financing Authority, this contract can be terminated to avoid any unnecessary costs.

ALTERNATIVES:

1. Approve the action.

2. Do not approve the action.

FISCAL IMPACT:

The estimated cost of underwriting services for the first issuance of $40 million is $320,291.56.

Staff would like to ask council to approved a ten percent contingency in the event that the average takedown costs exceed the estimated $7 per bond for a Not-To-Exceed amount of $352,320.72 and can be recuperated from bond issuance for consultant costs of formation.

Attachments:

Resolution 2026-05
Underwriter Engagement Letter

Item 26.

RESOLUTION NO. 2026-05

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COACHELLA,

CALIFORNIA, APPROVING A PROFESSIONAL SERVICES AGREEMENT

WITH PIPER SANDLER
WHEREAS, the Approval of Agreement Between the City of Coachella and Piper Sandler is for the underwriting of debt associated with the establishment of the Coachella Electric Financing Authority; and
WHEREAS, the City of Coachella has limited IID capacity in our city; and WHEREAS, Staff would like to have Council consider Piper Sandler as underwriter to the City in connection with any issued debt associated with the formation of the City of Coachella Electric Financing Authority (“Formation Services”) which will be repaid from revenue from the implementation of a surcharge on electrical power provided by Imperial Irrigation district within the City (the “Surcharge”); and
WHEREAS, the Agreement provides for assistance in the formation and funding program for the Coachella Electric Financing Authority to add redundancy, resiliency and capacity to the city electric grid through the expansion of three substations and addition of one new substation (in a phased approach to minimize costs to residents); and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Coachella as follows:

Section 2. Adopt Resolution No. 2026-05 Approving an Underwriter Engagement Letter with Piper Sandler for Underwriting Debt Associated with the Establishment of the Coachella Electric Financing Authority with a Total Not-To-Exceed amount of $352,320.72 (including a ten percent contingency).

Section 3. Authorize the City Manager to make any non-substantive changes to the contract as may be recommended by City Attorney and agreed to by Piper Sandler.

PASSED, APPROVED and ADOPTED this 28th day of January 2026. ___________________________________
Steven A. Hernandez
Mayor
ATTEST:

Item 26.

Resolution No. 2026-05

___________________________________
Angela M. Zepeda
City Clerk
APPROVED AS TO FORM:

BEST, BEST & KRIEGER
___________________________________
City Attorney

Item 26.

Resolution No. 2026-05

STATE OF CALIFORNIA

COUNTY OF RIVERSIDE

CITY OF COACHELLA
)
) ss.
)
I HEREBY CERTIFY that the foregoing Resolution No. 2026-05 was duly adopted by the City Council of the City of Coachella at a regular meeting thereof, held on the 28 th day of
January 2026, by the following vote of Council:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________________________
Delia Granados
Deputy City Clerk

Item 26.
1777 Botelho Drive, Suite 345
Walnut Creek, CA 94596
P (415) 304-9695
Piper Sandler & Co.

Since 1895. Member SIPC and NYSE.

January 12, 2026
Bill Pattison
City Manager
City of Coachella
53990 Enterprise Way
Coachella, CA 92236
Re: Underwriter Engagement Letter
Coachella Electric Authority Electric Revenue Bonds
Dear Mr. Pattison:

On behalf of Piper Sandler & Co. (the “Underwriter” or “us” or “Piper Sandler”), we are writing concerning a potential municipal securities transaction as identified above. This letter confirms that you engage Piper Sandler as an underwriter respecting the Securities, subject to the conditions and limitations described below.

This engagement is preliminary in nature, non-binding and may be terminated at any time by you or us. Although you intend or reasonably expect to use Piper Sandler as an underwriter respecting the Securities, this engagement is subject to any applicable procurement laws and the formal approval of Piper Sandler as underwriter by your board or governing body, and is also subject to mutual agreement as to the final structure for the Securities and the terms and conditions of a bond purchase or similar agreement. This engagement does not restrict you from using other underwriters respecting the Securities or any other municipal securities transaction or prevent you from delaying or cancelling the Bond issue or selecting an underwriting syndicate that does not include Piper Sandler.

As an underwriter, Piper Sandler may provide advice concerning the structure, timing, terms, and other similar matters concerning the Securities. However, Piper Sandler intends to serve as an underwriter and not as a financial advisor to you, and the primary role of Piper Sandler is to purchase securities for resale to investors in an arm’slength commercial transaction between you and Piper Sandler. Piper Sandler has financial and other interests that differ from your interests.

Attached to this letter are regulatory disclosures required by the Securities and Exchange Commission and the Municipal Securities Rulemaking Board to be made by us at this time because of this engagement. We may be required to send you additional disclosures regarding the material financial characteristics and risks of such transaction or describing any conflicts. At that time, we also will seek your acknowledgement of receipt of any such additional disclosures. It is our understanding that you have the authority to bind the issuer by contract with us, and that you are not a party to any conflict of interest relating to the Securities. If our understanding is incorrect, please notify the undersigned immediately.

We wish to receive your written acknowledgement that you have received the Appendix A and Appendix B disclosures and that this engagement is approved. Accordingly, please send me an email to that effect or sign and return the enclosed copy of this letter to me.

Sincerely,
________________________________
Ralph Holmes, Managing Director
Piper Sandler & Co.

Item 26.

Acknowledgement and Approval of Engagement
and Receipt of Appendix A Disclosures
________________________________
Bill Pattison, City Manager
City of Coachella
Date: ___________________________

Item 26.

Thank you for engaging Piper Sandler & Co. (Piper Sandler) to serve as your underwriter. We are writing to provide you with certain disclosures relating to the captioned bond issue (the Securities), as required by Municipal Securities Rulemaking Board (MSRB) Rule G-17 as set forth in MSRB Notice 2019-20 (Nov. 8, 2019).1 Piper Sandler & Co. intends to serve as an underwriter, and not as a financial advisor or municipal advisor, in connection with the issuance of the Securities. As part of our underwriting services, we may provide advice concerning the structure, timing, terms, and other similar matters concerning the issuance of the Securities.

The following G-17 conflict of interest disclosures are now broken down into three types, including: 1) dealerspecific conflicts of interest disclosures (if applicable); 2) transaction-specific disclosures (if applicable); and 3) standard disclosures.

Dealer-Specific Conflicts of Interest Disclosures
Piper Sandler has identified the following actual or potential2 material conflicts of interest:
• We have entered into a separate agreement with Charles Schwab & Co., Inc. that enables Charles Schwab & Co., Inc. to distribute certain new issue municipal securities underwritten by or allocated to us which could include the Securities. Under that agreement, we will share with Charles Schwab & Co., a portion of the fee or commission paid to us.

Transaction-Specific Disclosures
• Disclosures Concerning Complex Municipal Securities Financing:
 Since we have not recommended a “complex municipal securities financing” to the Issuer or Obligor, additional disclosures regarding the financing structure for the Securities are not required under MSRB Rule G-17.

Standard Disclosures
• Disclosures Concerning the Underwriters’ Role:
 MSRB Rule G-17 requires an underwriter to deal fairly at all times with both issuers and investors.  The underwriters’ primary role is to purchase the Securities with a view to distribution in an arm’slength commercial transaction with the Issuer. The underwriters have financial and other interests that differ from those of the Issuer.
 Unlike a municipal advisor, an underwriter does not have a fiduciary duty to the Issuer under the federal securities laws and is, therefore, not required by federal law to act in the best interests of the Issuer without regard to its own financial or other interests.  The Issuer may choose to engage the services of a municipal advisor with a fiduciary obligation to represent the Issuer’s interest in this transaction.
 The underwriters have a duty to purchase the Securities from the Issuer at a fair and reasonable price but must balance that duty with their duty to sell the Securities to investors at prices that are fair and reasonable.
 The underwriters will review the official statement for the Securities in accordance with, and a part of, their respective responsibilities to investors under the federal securities laws, as applied to the facts and circumstances of this transaction.3
1 Revised Interpretive Notice Concerning the Application of MSRB Rule G‐17 to Underwriters of Municipal Securities (effective Mar. 31, 2021).
2 When we refer to potential material conflicts throughout this letter, we refer to ones that are reasonably likely to mature into actual material conflicts during the course of the transaction, which is the standard required by MSRB Rule G-17. 3 Under federal securities law, an issuer of securities has the primary responsibility for disclosure to investors. The review of the official statement by the underwriters is solely for purposes of satisfying the underwriters’ obligations under the federal

Item 26.
• Disclosures Concerning the Underwriters’ Compensation:
 The underwriters will be compensated by a fee and/or an underwriting discount that will be set forth in the bond purchase agreement to be negotiated and entered into in connection with the issuance of the Securities. Payment or receipt of the underwriting fee or discount will be contingent on the closing of the transaction and the amount of the fee or discount may be based, in whole or in part, on a percentage of the principal amount of the Securities. While this form of compensation is customary in the municipal securities market, it presents a conflict of interest since the underwriters may have an incentive to recommend to the Issuer a transaction that is unnecessary or to recommend that the size of the transaction be larger than is necessary.

If you or any other Issuer officials have any questions or concerns about these disclosures, please make those questions or concerns known immediately to the undersigned. In addition, you should consult with the Issuer’s own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent you deem appropriate.

Please note that nothing in this letter should be viewed as a commitment by the underwriters to purchase or sell all the Securities and any such commitment will only exist upon the execution of any bond purchase agreement or similar agreement and then only in accordance with the terms and conditions thereof.

You have been identified by the Issuer as a primary contact for the Issuer’s receipt of these disclosures, and that you are not a party to any disclosed conflict of interest relating to the subject transaction. If our understanding is incorrect, please notify the undersigned immediately. We are required to seek your acknowledgement that you have received this letter. Accordingly, please send me an email to that effect, or sign and return the enclosed copy of this letter to me at the address set forth above. Otherwise, an email read receipt from you or automatic response confirming that our email was opened by you will serve as an acknowledgment that you received these disclosures.

Depending on the structure of the transaction that the Issuer decides to pursue, or if additional actual or potential material conflicts are identified, we may be required to send you additional disclosures regarding the material financial characteristics and risks of such transaction and/or describing those conflicts. At that time, we also will seek your acknowledgement of receipt of any such additional disclosures. securities laws and such review should not be construed by an issuer as a guarantee of the accuracy or completeness of the information in the official statement.

Item 26.

Appendix B – Fixed Rate Securities
The following is a general description of the financial characteristics and security structures of fixed rate municipal securities (“Fixed Rate Securities”), as well as a general description of certain financial risks that are known to us and reasonably foreseeable at this time and that you should consider before deciding whether to issue Fixed Rate Securities. If you have any questions or concerns about these disclosures, please make those questions or concerns known immediately to us. In addition, you should consult with your financial and/or municipal, legal, accounting, tax, and other advisors, as applicable, to the extent you deem appropriate.

Financial Characteristics
Maturity and Interest. Fixed Rate Securities are interest-bearing debt securities issued by state and local governments, political subdivisions and agencies and authorities, whether for their benefit or as a conduit issuer for a nongovernmental entity. Maturity dates for Fixed Rate Securities are fixed at the time of issuance and may include serial maturities (specified principal amounts are payable on the same date in each year until final maturity) or one or more term maturities (specified principal amounts are payable on each term maturity date) or a combination of serial and term maturities. The final maturity date typically will range between 10 and 30 years from the date of issuance. Interest on the Fixed Rate Securities typically is paid semiannually at a stated fixed rate or rates for each maturity date.

Redemption. Fixed Rate Securities may be subject to optional redemption, which allows you, at your option, to redeem some or all the securities on a date prior to scheduled maturity, such as in connection with the issuance of refunding securities to take advantage of lower interest rates. Fixed Rate Securities will be subject to optional redemption only after the passage of a specified period, often approximately ten years from the date of issuance, and upon payment of the redemption price set forth in the securities, which may include a redemption premium. You will be required to send out a notice of optional redemption to the holders of the securities, usually not less than 30 days prior to the redemption date.

Fixed Rate Securities with term maturity dates also may be subject to mandatory sinking fund redemption, which requires you to redeem specified principal amounts of the securities annually in advance of the term maturity date. The mandatory sinking fund redemption price is 100% of the principal amount of the securities to be redeemed.

Security
Payment of principal of and interest on a municipal security, including Fixed Rate Securities, may be backed by various types of pledges and forms of security, some of which are described below.

General Obligation Securities. “General obligation (GO) securities” are debt securities to which your full faith and credit is pledged to pay principal and interest. If you have taxing power, generally you will pledge to use your ad valorem (property) taxing power to pay principal and interest. The debt service on “unlimited tax” GO securities are paid from ad valorem taxes which are not subject to state constitutional property tax millage limits, whereas “limited tax” GO Securities are subject to such limits.

General obligation securities constitute a debt and, depending on applicable state law, may require that you obtain approval by voters prior to issuance. In the event of default in required payments of interest or principal, the holders of general obligation securities generally will have certain rights under state law to compel you to impose a tax levy.

Revenue Securities. “Revenue securities” are debt securities that are payable only from a specific source or sources of revenues. Revenue securities are not a pledge of your full faith and credit, and you (or, if you are a conduit issuer, the obligor, as described in the following paragraph) are obligated to pay

Item 26.
principal and interest on your revenue securities only from the revenue source(s) specifically pledged to the securities. Revenue securities do not permit the bondholders to compel you to impose a tax levy for payment of debt service. Pledged revenues may be derived from operation of the financed project or system, grants or excise or other specified taxes. Generally, subject to state law or local charter requirements, you are not required to obtain voter approval prior to issuance of revenue securities. If the specified source(s) of revenue become inadequate, a default in payment of principal or interest may occur. Various types of pledges of revenue may be used to secure interest and principal payments on revenue securities. The nature of these pledges may differ widely based on state law, the type of issuer, the type of revenue stream and other factors.

Some revenue securities (conduit revenue securities) may be issued by a governmental issuer acting as a conduit for the benefit of a private sector entity or a 501(c)(3) organization (the obligor). Conduit revenue securities commonly are issued for not-for-profit hospitals, educational institutions, single and multi-family housing, airports, industrial or economic development projects, and student loan programs, among other obligors. Principal and interest on conduit revenue securities normally are paid exclusively from revenues pledged by the obligor. Unless otherwise specified under the terms of the securities, you are not required to make payments of principal or interest if the obligor defaults.

The description above regarding “Security” is only a summary of certain possible security provisions for the securities and is not intended as legal advice. You should consult with your bond counsel for further information regarding the security for the securities.

Financial Risk Considerations
Certain risks may arise in connection with your issuance of Fixed Rate Securities, including some or all the following (generally, the obligor, rather than the issuer, will bear these risks for conduit revenue securities):

Issuer Default Risk. You may be in default if the funds pledged to secure your securities are not enough to pay debt service on the securities when due. The consequences of a default may be serious for you and, depending on applicable state law and the terms of the authorizing documents, the holders of the securities, the trustee and any credit support provider may be able to exercise a range of available remedies against you. For example, if the securities are secured by a general obligation pledge, you may be ordered by a court to raise taxes. Other budgetary adjustments also may be necessary to enable you to provide sufficient funds to pay debt service on the securities. If the securities are revenue securities, you may be required to take steps to increase the available revenues that are pledged as security for the securities. A default may negatively impact your credit ratings and may effectively limit your ability to publicly offer securities or other securities at market interest rate levels. Further, if you are unable to provide sufficient funds to remedy the default, subject to applicable state law and the terms of the authorizing documents, you may find it necessary to consider available alternatives under state law, including (for some issuers) state-mandated receivership or bankruptcy. A default also may occur if you are unable to comply with covenants or other provisions agreed to in connection with the issuance of the securities.

This description is only a summary of issues relating to defaults and is not intended as legal advice. You should consult with your bond counsel for further information regarding defaults and remedies.

Securities payable from the general fund, particularly securities without a defined revenue stream identified to pay debt service, reduce your flexibility to balance the general fund. Because a fixed debt service payment is required to be paid regardless of how your general fund is impacted by revenue losses or by increased expenses, you have less flexibility in the options available to you in assuring a balanced budget for your general fund.

Item 26.

General Fund Obligations that are Project Based. Some general fund obligations are issued for projects which are expected to generate revenues that will pay for some or all of the debt service on the securities.

In the event the project does not generate the anticipated levels of revenues available for debt service, or, in the extreme case, does not create any revenue available for debt service, you may need to make payments from other available general fund revenues. This may force you to reduce other expenditures or to make difficult decisions about how to pay your debt service obligation while meeting other expenditure needs.

General Fund Obligations that are Subject to Annual Appropriation. Some general fund obligations require that debt service is subject to annual appropriation by your governing body. If your governing body decides not to appropriate payments for debt service, your credit ratings may be negatively impacted, and you may be forced to pay a higher interest rate on future debt issuance or may be unable to access the market for future debt issuance.

For all securities, a default may negatively impact your credit ratings and may effectively limit your ability to publicly offer securities or other securities at market interest rate levels. Further, if you are unable to provide sufficient funds to remedy the default, subject to applicable state law and the terms of the authorizing documents, it may be necessary for you to consider available alternatives under state law, including (for some issuers) state-mandated receivership or bankruptcy. A default also may occur if you are unable to comply with covenants or other provisions agreed to in connection with the issuance of the securities.

Redemption Risk. Your ability to redeem the securities prior to maturity may be limited, depending on the terms of any optional redemption provisions. If interest rates decline, you may be unable to take advantage of the lower interest rates to reduce debt service.

Refinancing Risk. If your financing plan contemplates refinancing some or all the securities at maturity (for example, if you have term maturities or if you choose a shorter final maturity than might otherwise be permitted under the applicable federal tax rules), market conditions or changes in law may limit or prevent you from refinancing those securities when required.

Reinvestment Risk. You may have proceeds from the issuance of the securities available to invest prior to the time that you are able to spend those proceeds for the authorized purpose. Depending on market conditions, you may not be able to invest those proceeds at or near the rate of interest that you are paying on the securities, which is referred to as “negative arbitrage”.

Tax Compliance Risk. The issuance of tax-exempt securities is subject to several requirements under the United States Internal Revenue Code, as enforced by the Internal Revenue Service (IRS). You must take certain steps and make certain representations prior to the issuance of tax-exempt securities. You also must covenant to take certain additional actions after issuance of tax-exempt securities. A breach of your representations or your failure to comply with certain tax-related covenants may cause the interest on securities to become taxable retroactively to the date of issuance of the securities, which may result in an increase in the interest rate that you pay on the securities or the mandatory redemption of the securities.

The IRS also may audit you or your securities, in some cases on a random basis and in other cases targeted to specific types of bond issues or tax concerns. If tax-exempt securities are declared taxable, or if you are subject to audit, the market price of your securities may be adversely affected. Further, your ability to issue other tax-exempt securities also may be limited.

This description of tax compliance risks is not intended as legal advice and you should consult with your bond counsel regarding tax implications of issuing the securities.

Item 26.
1777 Botelho Drive, Suite 345
Walnut Creek, CA 94596
P (415) 304-9695
Piper Sandler & Co.

Since 1895. Member SIPC and NYSE.

To: Bill Pattison, City Manager, City of Coachella
Re: Underwriting Fee Quote
Coachella Electric Authority
Electric Revenue Bonds, Series 2026
Mr. Pattison,
On behalf of Piper Sandler, thank you for the
opportunity to serve as underwriter for the
Coachella Electric Authority, Electric
Revenue Bonds Series 2026. Before we
began on the transaction, we wanted to detail
our proposed fees to the right assuming a
sole managed transaction with a par amount
of $40 million. For brevity, we provide an
average takedown of $7.00 per bond plus
expenses
We appreciate the consideration and look
forward to displaying our full capabilities as
underwriter. If you have any questions or
need anything else, please do not hesitate to
contact us.

Sincerely,

Ralph Holmes
Managing Director
(925) 472-8750 office
(415) 304-9695 cell
[email protected]
Underwriter's Discount $ Amount $ Per Bond
Average Takedown $280,000 $7.00
Management Fee $0 $0.00
Expenses (detailed below) $40,292 $1.01
Gross Spread $320,291.56 $8.01
Expenses (detailed below) $ Amount $ Per Bond
Underwriter's Counsel $30,000 $0.38
Out of Pocket Expenses $0 $0.00
CDIAC $5,000 $0.13
IPREO $2,670 $0.06
DTC $975 $0.02
CUSIP $891 $0.02
Day Loan $556 $0.01
Pershing $200 $0.01
DAC Review $0 $0.00
Total Expenses $40,292 $0.63

Item 26.

STAFF REPORT
January 28, 2026
TO: Honorable Mayor and City Council Members
FROM: Lincoln Bogard, Finance Director
Bill Pattison, City Manager
SUBJECT: Resolution No. 2026-06 Approving a Master Service Engagement Letter and a Supplemental Engagement Letter with Stradling for the Establishment of the Coachella Electric Financing Authority including acting as Bond and Disclosure Council STAFF RECOMMENDATION:

Staff recommends that the City Council approve Resolution 2026-06, approving a Master Service Agreement Letter and Supplemental Engagement Letter with Stradling for the establishment of the Coachella Electric Financing Authority including acting as Bond and Disclosure Council.

BACKGROUND:

Staff has communicated its discussions with Imperial Irrigation District (IID) to Council. IID electrical capacity in our city is limited. Construction of additional substations in the city is needed for energy reliability, resiliency and continued economic growth. Indio and IID recently created the Indio Electric Financing Authority which successfully financed the construction of new substations within in Indio through the levy of surcharge on each kilowatt hour of energy sold by IID in Indio. IID talks have progressed to the point that our city needs to begin the formation and rate setting process for the Coachella Electric Financing Authority. Staff is hoping to use the same consultants that Indio used since this is a new type of funding mechanism and we feel that using the same consultants will result in lower costs due to economies of scale from the prior experience with Indio and from their experience collaborating with IID on behalf of Indio.

The goal of the Coachella Electric Financing Authority would be to issue bonds secured by a surcharge collected by IID on behalf of the City. The bonds would finance the expansion of 3 existing substations and the construction of a new substation within the City.

DISCUSSION/ANALYSIS:

Staff would like to have Council consider Stradling as bond and disclosure counsel to the City in connection with its formation of the City of Coachella Electric Financing Authority (“Formation Services”) and the implementation of a surcharge on electrical power provided by Imperial

Item 27.

Irrigation district within the City (the “Surcharge”) and other general public finance work (“Other Finance Services” and together with Formation Services the “Services”).

The terms allow the City to cancel with or without cause at any time with a 10-day written notification. If the City does not move forward with the formation of the Coachella Electric Financing Authority, this contract can be terminated to avoid any unnecessary costs.

ALTERNATIVES:

1. Approve the action.

2. Do not approve the action.

FISCAL IMPACT:
2026 Discounted Senior Partner hourly rates are $680; Junior Partner hourly rates are $630; Senior Associate hourly rates are $450; Junior Associates hourly rates are $385; and all Paralegals hourly rates are $195. These rates are subject to a two percent escalator per year. The contract Not-To-Exceed amount will be for $100,000 and can be recuperated from bond issuance for consultant costs of formation.

Attachments:

Resolution 2026-06
Master Service Agreement Letter
Supplemental Engagement Letter

Item 27.

RESOLUTION NO. 2026-06

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COACHELLA,

CALIFORNIA, APPROVING A PROFESSIONAL SERVICES AGREEMENT

WITH STRADLING
WHEREAS, the Approval of Agreement Between the City of Coachella and Stradling is for the bond and disclosure council services associated with the establishment of the Coachella Electric Financing Authority; and
WHEREAS, the City of Coachella has limited IID capacity in our city; and WHEREAS, Staff would like to have Council consider Stradling as bond and disclosure counsel to the City in connection with its formation of the City of Coachella Electric Financing Authority (“Formation Services”) and the implementation of a surcharge on electrical power provided by Imperial Irrigation district within the City (the “Surcharge”) and other general public finance work (“Other Finance Services” and together with Formation Services the “Services”); and WHEREAS, the Agreement provides for assistance in the formation and funding program for the Coachella Electric Financing Authority to add redundancy and capacity to the city electric grid; through the expansion of three substations and addition of one new substation (in a phased approach to minimize costs to residents); and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Coachella as follows:

Section 2. Adopt Resolution No. 2026-06 Approving a Master Service Engagement Letter and a Supplemental Engagement Letter with Stradling for the Establishment of the Coachella Electric Financing Authority including acting as Bond and Disclosure Council with a Total Not-To-Exceed amount of $100,000.

Section 3. Authorize the City Manager to make any non-substantive changes to the contract as may be recommended by City Attorney and agreed to by Stradling.

PASSED, APPROVED and ADOPTED this 28th day of January 2026. ___________________________________
Steven A. Hernandez
Mayor
ATTEST:

Item 27.

Resolution No. 2026-06

___________________________________
Angela M. Zepeda
City Clerk
APPROVED AS TO FORM:

BEST, BEST & KRIEGER
___________________________________
City Attorney

Item 27.

Resolution No. 2026-06

STATE OF CALIFORNIA

COUNTY OF RIVERSIDE

CITY OF COACHELLA
)
) ss.
)
I HEREBY CERTIFY that the foregoing Resolution No. 2026-06 was duly adopted by the City Council of the City of Coachella at a regular meeting thereof, held on the 28 th day of
January 2026, by the following vote of Council:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________________________
Delia Granados
Deputy City Clerk

Item 27.

Brian P. Forbath
949 725 4193
[email protected]
Stradling Yocca Carlson & Rauth LLP
660 Newport Center Drive, Suite 1600
Newport Beach, CA 92660-6422
949 725 4000
stradlinglaw.com
4899-0496-5764/029999-0001
January 12, 2026
Lincoln Bogard, MAcc, CPA, CFE
Finance Director
City of Coachella
53990 Enterprise Way
Coachella, CA 92236
Dear Mr. Bogard:

We thank you for the opportunity to represent the City of Coachella (the “City”) as bond and disclosure counsel on public finance matters as may arise from time-to-time in addition to advising the City on certain public financing matters. Unless otherwise confirmed in writing, the terms of this letter and the enclosed Terms of Retention will govern our bond and finance counsel representation of you.

We are attaching our normal Terms of Retention, which is an integral part of our retention agreement. If this letter, including the attached Terms of Retention, accurately reflects your understanding of our relationship, please acknowledge your approval and acceptance of these terms by signing and returning this letter to me. Copies of each are enclosed for your files. I would be pleased to answer any questions you might have.

Very truly yours,

STRADLING YOCCA CARLSON & RAUTH LLP
Brian P. Forbath

Item 27.
4899-0496-5764/029999-0001
The undersigned hereby agrees that the terms and conditions in this letter and the accompanying Terms of Retention shall apply to services rendered by Stradling Yocca Carlson & Rauth LLP.

CITY OF COACHELLA
By:

Finance Director

Item 27.
4899-0496-5764/029999-0001

TERMS OF RETENTION
OF

STRADLING YOCCA CARLSON & RAUTH LLP

1. Fees and Costs. Stradling Yocca Carlson & Rauth LLP (the “Firm”) is compensated for its services based primarily on the value of the services and the time spent performing them.

Such compensation may include the time spent on client conferences, travel, research, drafting documents, and other activities. The amount of fees charged on a statement is determined by the hours expended by the different attorneys and other professional personnel involved and the applicable discounted rates applicable to public agencies. Such rates may change from time-to-time.

Notwithstanding the foregoing, in the event that the City of Coachella (the “City”) determines to issue bonds, notes or other obligations, we will agree to negotiate a written fixed fee arrangement as is traditional for bond and disclosure counsel matters. Such arrangement may be memorialized as a supplement to this letter. Such fixed fees would be payable contingent upon closing of the transaction and the City would be under no obligation to pay the fees to the Firm if either (i) the bonds, notes or other obligations are not issued or (ii) the Firm and the City are unable to reach an agreement regarding the fixed fee arrangement.

The fee arrangement for any representation will be provided in a supplement to this letter.

The firm also charges for various costs such as copying, telephone charges, computerized legal research, word processing and/or other computer time, overtime costs, messenger services, travel, filing fees and other costs. Bills for some costs are passed on directly, such as bills for certified shorthand reporters, technical consultants, and other professional fees. In the event that the City and the Firm agree to a fixed fee for a transaction, expenses for such transaction will be included in the fixed fee set forth in the related supplement to this letter.

2. Termination by Us. We reserve the absolute right to withdraw from representing you, upon 30 days written notification, if, among other things, you fail to honor the terms of our agreement, you fail to cooperate fully or follow our advice on a material matter, or any fact or circumstance occurs that would, in our view, render our continuing representation unlawful or unethical. If we elect to withdraw, you will take all steps necessary to free us of any obligation to perform further services, including the execution of any documents necessary to complete our withdrawal, and we will be entitled to be paid at the time of withdrawal for all services rendered and costs and expenses paid or incurred on your behalf. If necessary in connection with litigation, we would request leave of court to withdraw.

3. Termination by City. We understand that we serve at the pleasure of the City and this Terms of Retention may be terminated by the City at any time, upon 10 days written notification with or without cause.

4. Date of Termination. Our representation of you will be considered terminated at the earlier of (i) your termination of our representation, (ii) our withdrawal from our representation of you, or (iii) the completion of our substantive work for you.

Item 27.

Terms of Retention
January 12, 2026

4899-0496-5764/029999-0001

5. Related Activities. If any claim or action is brought against us or any personnel or agents of the firm based on your negligence or misconduct, or if we are asked to testify as a result of our representation of you or must defend the confidentiality of your communications in any proceeding, you agree to pay us for any resulting fees, costs, or damages, including our time, even if our representation of you has ended.

6. No Guarantee of Outcome. The Firm will provide its services consistent with the level and quality of expertise expected of a nationally recognized firm specializing in securities law and the transactions contemplated by this agreement. We do not and cannot guarantee any outcome in a matter.

7. Insurance. We hereby advise you that this firm maintains professional errors and omissions insurance coverage applicable to the services to be rendered to you. Evidence of such insurance will be provided upon request.

8. Client. This firm’s client for the purpose of our representation is only the person or entity identified in the letter accompanying these Terms of Retention. Unless expressly agreed, we are not undertaking the representation of any related or affiliated person or entity, nor any parent, brother-sister, subsidiary, or affiliated corporation or entity, nor any of your or their officers, directors, agents, or employees. The City acknowledges that from time to time the Firm may advise the Marina Joint Powers Financing Authority on financing transactions and related matters.

9. Client File and Retention. For each matter the Firm maintains a file in which the Firm places certain documents and items, including original documents, that are reasonably necessary to the Firm’s representation in the matter. The Firm currently keeps each file for seven years after a matter concludes. The file belongs to the client and, subject to any protective order or non-disclosure agreement, the client may request to take possession of it once the matter concludes.

Should all or any portion of the file become the subject of a subpoena, discovery request or other disclosure obligation (“Legal Process”) while in the Firm’s possession, including after the matter concludes, you agree to pay the Firm’s then-prevailing hourly rates and costs that the Firm incurs in connection with the Legal Process.

10. Payment Notwithstanding Dispute. In the event of any dispute that relates to our entitlement to any payment from you, all undisputed amounts shall be paid by you. Any amounts in any client trust account held on your behalf, sufficient to pay the disputed amounts, shall continue to be held in such trust account until the final disposition of the dispute.

11. Arbitration. We appreciate the opportunity to serve as your attorneys and anticipate a productive and harmonious relationship. If you should feel for any reason that there is a problem with the services we have performed or with our charges, we encourage you to bring that to our attention immediately. If we perceive a problem with your representation, we likewise will endeavor to discuss it with you. Most problems should be rectified by communication and discussion.

However, a dispute might arise between us which could not be resolved by negotiation. We believe that such attorney-client disputes are most satisfactorily resolved through final and binding arbitration rather than by litigation. Both the United States Supreme Court and the California

Item 27.

Terms of Retention
January 12, 2026

4899-0496-5764/029999-0001
Supreme Court have endorsed arbitration as an accepted and favored method of resolving disputes, because it is economical and expeditious.

In arbitration, there is no right to a trial by jury and the arbitrator's legal and factual determinations are generally not subject to appellate review. Arbitration rules of evidence and procedure are often less formal and less rigid than the rules which apply in Court. Arbitration usually results in a decision much more quickly than proceedings in Court, and the attorneys' fees and other costs incurred by both sides may be substantially less. You are free to discuss the advisability of arbitration with us, or with your own independent counsel or any of your other advisors, and to ask any questions which you may have.

By signing this Terms of Retention, we agree that, in the event of any dispute or claim arising out of or relating to our engagement, our relationship, our charges, or our services (including but not limited to disputes or claims regarding our charges, professional malpractice, errors or omissions, breach of contract, breach of fiduciary duty, fraud, or violation of any statute), SUCH DISPUTE OR

CLAIM SHALL BE RESOLVED BY SUBMISSION TO FINAL AND BINDING ARBITRATION IN RIVERSIDE COUNTY, CALIFORNIA, BEFORE A RETIRED JUDGE OR JUSTICE. BY

AGREEING TO ARBITRATE, YOU WAIVE ANY RIGHT YOU HAVE TO A COURT OR JURY TRIAL. Venue with regard to any ancillary proceedings arising out of such dispute or claim shall also be in Riverside County. If we are unable to mutually agree on a retired judge or justice, then each side will name one retired judge or justice and the two named persons will select a neutral judge or justice who will act as the sole arbitrator. The fees of the arbitrator will be paid initially equally by both the Firm and you. However, the arbitrator shall have the right to order either party to pay all fees and costs as part of his award.

In arbitration, we shall both be entitled to conduct discovery in accordance with the provisions of the California Code of Civil Procedure, but either of us may request that the arbitrator limit the amount or scope of such discovery and, in determining whether to do so, the arbitrator shall balance the need for the discovery against the parties' mutual desire to resolve disputes expeditiously and inexpensively.

Under California law, you have the right, if you desire, to request arbitration of any fee dispute before an arbitrator or panel of arbitrators selected by a local bar association or the State Bar (“Bar Arbitration”) and a trial de novo in court if dissatisfied with the result. If you do request a Bar Arbitration, the law provides that evidence of any claim of malpractice or professional misconduct is admissible only concerning the fees or costs in dispute and that the Bar Arbitrators shall not award any affirmative relief in the form of damages, offset or otherwise on account of such claim. By signing this Terms of Retention, you agree that if a Bar Arbitration is conducted, that Bar Arbitration or any trial de novo in Court thereafter shall determine only the issue of the amount of fees properly chargeable to you, if any, and that such Bar Arbitration or trial de novo in Court thereafter shall have no effect on the provisions set forth above which require arbitration before a retired judge or justice of any claims for affirmative relief based on alleged professional malpractice, errors or omissions, breach of conduct, breach of fiduciary duty, fraud or violation of any statute. Any such claims shall

Item 27.

Terms of Retention
January 12, 2026

4899-0496-5764/029999-0001
be solely determined in an arbitration proceeding by a retired judge or justice without regard to the result of any Bar Arbitration or trial de novo thereafter.

12. Other Clients. As a law firm with many diverse clients and practice areas, the Firm seeks to retain the ability to accept unrelated matters for all of our clients. The Firm may thus request your informed written consent in the event the Firm seeks to represent any other client in any future matter that is not substantially related to the applicable public finance matter of the City and does not involve material confidential information the Firm obtained while representing the City.

Such matters could arise during the Firm’s representation of you on public finance matters as contemplated by this letter. You may determine to consent or not consent to such request and should feel free to consult your general counsel or other counsel of your choice before deciding whether to grant any consent should it be requested.

The Firm represents various investment banks and underwriters from time-to-time on transactions for public agencies other than the City. In the event that the City determines to issue bonds, notes or other obligations, the Firm will not represent any investment bank or underwriter on any such transaction of the City.

The Firm represents various public agencies, including cities, water agencies, school districts, and other agencies in Riverside County and throughout California, as bond finance and/or disclosure counsel and on other financing matters. In the event that the City determines to issue bonds, notes or other obligations, the Firm does not expect to represent any such agency in connection with the City’s transaction; however, in the supplemental letter relating to the specific transaction of the City, the Firm would provide a statement to the effect that the Firm is not representing another water or similar agency in connection with such transaction.

13. Electronic Communication and Storage Technology. The Firm uses cell phones, email, wireless networks, cloud-based platforms, and other technology to communicate with others and to transmit or store documents and information. Such technology helps the Firm provide efficient and convenient legal services, but may pose confidentiality and security risks. By signing this letter agreement, you consent to the Firm’s use of all such technology in connection with this engagement.

14. Processing Client Personal Information. In connection with our engagement, you may be required to disclose to the Firm, or the Firm may obtain on your behalf, personal information relating to individuals that the Firm does not otherwise collect for the Firm’s own commercial or business purposes (“Client Personal Information”). For example, materials that you provide to the Firm for purposes of due diligence may contain Client Personal Information relating to third parties. You hereby acknowledge, agree and require that the Firm only collect, retain, use, disclose, or otherwise process Client Personal Information as your “service provider” or “data processor,” as defined in the California Consumer Privacy Act of 2018 or other data privacy laws, as applicable (collectively, “Data Privacy Laws”), or pursuant to any exception that may apply under Data Privacy Laws regarding the attorney-client relationship. The Firm will not sell Client Personal Information. The Firm will not collect, retain, use, disclose or otherwise process Client Personal Information for any purpose other than for the purpose of performing services to you pursuant to this

Item 27.

Terms of Retention
January 12, 2026

4899-0496-5764/029999-0001
engagement letter, unless applicable law requires us to do otherwise. The Firm will not collect, retain, use, disclose, or otherwise process Client Personal Information outside of the Firm’s direct relationship with you, unless applicable law requires the Firm to do otherwise. The Firm certifies that the Firm understand these restrictions and will comply with them. These restrictions are not intended to reduce or replace our obligations under applicable rules of professional conduct, including but not limited to the Firm’s obligation of confidentiality.

15. Publicity. You consent to the Firm’s use of your name and logo (if applicable) on our web site and in our marketing materials.

16. Client Communication. You hereby designate Lincoln Bogard, Finance Director, to act on your behalf for this matter, and you authorize us to communicate with, and receive directions from, that person and any other person that you may designate in the future.

17. City to Sign. The person signing this letter on behalf of the City represents that he or she has the full right and authority to do so, and to fully commit and bind the City to this engagement letter.

18. Firm Not Providing Financial Advice. The Firm is not a registered municipal advisor and does not provide financial advisory services or otherwise provide financial advice to Firm clients.

19. Miscellaneous. This letter sets forth the entire agreement between you and the Firm, and there is no other or additional understanding between you and the Firm on these subjects. This agreement supersedes any prior agreements or representations, written or oral, between you and the Firm on these subjects. Any modification or amendment to this agreement must be in a writing signed by you and the Firm. This agreement shall be governed by California law without reference to its conflict of law principles. If any provision of this agreement is found to be invalid or unenforceable, that provision shall be deemed modified or removed so that it is valid and enforceable to the fullest extent of the law, and the other provisions of this agreement shall be unimpaired.

20. Primary Attorneys. The primary attorneys with responsibility for this representation will be Brian Forbath and Jake Ediger. The parties agree that the Firm is being retained based on the unique skill, experience, and expertise of Brian Forbath and Jake Ediger and no change will be made in the primary attorneys without the prior, written consent of the City. The Firm will not substitute another primary attorney without the prior, reasonable, approval of the City.

Item 27.

Brian P. Forbath
949 725 4193
[email protected]
Stradling Yocca Carlson & Rauth LLP
660 Newport Center Drive, Suite 1600
Newport Beach, CA 92660-6422
949 725 4000
stradlinglaw.com
4931-5338-8420/029999-0001
January 12, 2026
Lincoln Bogard, MAcc, CPA, CFE
Finance Director
City of Coachella
53990 Enterprise Way
Coachella, CA 92236
Dear Mr. Bogard:

We thank you for the opportunity to continue our relationship with the City of Coachella (the “City”), and the opportunity to serve as bond and disclosure counsel to the City in connection with its formation of the City of Coachella Electric Financing Authority (“Formation Services”) and the implementation of a surcharge on electrical power provided by Imperial Irrigation district within the City (the “Surcharge”) and other general public finance work (“Other Finance Services” and together with Formation Services the “Services”)
This letter is a supplement to our letter dated January 12, 2026, including the Terms of Retention (the “Master Terms of Retention”) set forth therein (collectively, the “Master Engagement Letter”). Except as expressly provided in this letter, the terms of the Master Engagement Letter will apply to the transaction and our Firm’s representation in connection therewith contemplated by this letter as if the same were herein set forth at length. Unless otherwise confirmed in writing, the terms of the Master Engagement Letter, as supplemented by this letter, including the attached Terms of Retention (Formation Services and Other Finance Services), will govern our representation of you.

We are attaching our normal Terms of Retention with respect to ongoing Services, which are supplemental to the Master Terms of Retention. Such Terms of Retention are an integral part of our retention agreement. If the Master Engagement Letter, as supplemented by this letter, including the attached Terms of Retention, accurately reflects your understanding of our relationship, please acknowledge your approval and acceptance of these terms by signing and returning this letter to me.

Copies of each are enclosed for your files. I would be pleased to answer any questions you might have.

Very truly yours,

STRADLING YOCCA CARLSON & RAUTH LLP
Brian P. Forbath

Item 27.
4931-5338-8420/029999-0001
Enclosure
The undersigned hereby agrees that the terms and conditions in Master Engagement Letter, as supplemented by this letter, including the attached Terms of Retention, shall apply to services rendered by Stradling Yocca Carlson & Rauth LLP.

CITY OF COACHELLA
By:

Finance Director

Item 27.
4931-5338-8420/029999-0001

TERMS OF RETENTION (FORMATION AND OTHER FINANCE SERVICES) OF

STRADLING YOCCA CARLSON & RAUTH LLP

1. Master Terms of Retention set forth in Master Engagement Letter. Except as expressly provided in this letter, the terms of the Master Terms of Retention will apply to the transaction and our Firm’s representation contemplated by this letter as if the same were herein set forth at length.

2. Fees and Costs. Stradling Yocca Carlson & Rauth LLP (the “Firm”) is compensated for its services based primarily on the value of the services and the time spent performing them.

Such compensation may include the time spent on client conferences, travel, research, drafting documents, and other activities. The amount of fees charged on a statement is determined by the hours expended by the different attorneys and other professional personnel involved and the applicable rates.

Work in connection with formation of the City of Coachella Electric Financing Authority and the implementation of the Surcharge will be charged on an hourly rate basis. A schedule of the hourly rates applicable to attorneys expected to work on City matters is attached as Exhibit A. Such rates may change from time-to-time but no increases in excess of 2% per annum shall be implemented without the written consent of the City Manager. Notwithstanding the forgoing, bond and disclosure counsel services with respect to the issuance of any bonds will be billed at fixed fees set forth in a future supplement to this letter payable contingent upon the closing of the transaction.

The firm also charges for various costs such as copying, telephone charges, computerized legal research, word processing and/or other computer time, overtime costs, messenger services, travel, filing fees and other costs. Bills for some costs are passed on directly, such as bills for certified shorthand reporters, technical consultants, and other professional fees.

3. Client Communication. You hereby designate Lincoln Bogard, Finance Director, to act on your behalf for this matter, and you authorize us to communicate with, and receive directions from, that person and any other person that you may designate in the future.

4. Authority to Sign. The person signing this letter on behalf of the City represents that he or she has the full right and authority to do so, and to fully commit and bind the City to this engagement letter.

5. Firm Not Providing Financial Advice. The Firm is not a registered municipal advisor and does not provide financial advisory services or otherwise provide financial advice to Firm clients. We understand that your registered municipal advisor will be providing financial advisory services to you with respect to the ongoing finance matters.

6. Representation of Imperial Irrigation District. The Firm has from time to time served as bond and disclosure counsel to the Imperial Irrigation District.

7. Miscellaneous. The Master Engagement Letter, as supplemented by this letter, sets forth the entire agreement between you and the Firm, and there is no other or additional

Item 27.

Terms of Retention
January 12, 2026

4931-5338-8420/029999-0001
understanding between you and the Firm on these subjects. This agreement supersedes any prior agreements or representations, written or oral, between you and the Firm on these subjects. Any modification or amendment to this agreement must be in a writing signed by you and the Firm. This agreement shall be governed by California law without reference to its conflict of law principles. If any provision of this agreement is found to be invalid or unenforceable, that provision shall be deemed modified or removed so that it is valid and enforceable to the fullest extent of the law, and the other provisions of this agreement shall be unimpaired.

8. Primary Attorneys. The primary attorneys with responsibility for this representation will be Brian Forbath and Jake Ediger. The parties agree that the Firm is being retained based on the unique skill, experience, and expertise of Brian Forbath and Jake Ediger and no change will be made in the primary attorneys without the prior, written consent of the City. The Firm will not substitute another primary attorney without the prior, reasonable, approval of the City.

Item 27.
4931-5338-8420/029999-0001
2026 DISCOUNTED RATES
PARTNERS 2026 RATE
BRIAN FORBATH $680.00
CAROL LEW $680.00
SENIOR PARTNER $680.00
JUNIOR PARTNER $630.00
ASSOCIATES 2026 RATE
SENIOR ASSOCIATES $450.00
JUNIOR ASSOCIATES $385.00
ALL PARALEGALS ARE AT $195.00/HOUR

Item 27.

STAFF REPORT
1/28/2026
TO: Honorable Mayor and City Council Members
FROM: Celina Jimenez, Director of Economic Development
SUBJECT:

Authorize the City Manager to Execute Subrecipient Agreements for the Development of the Caltrans Sustainable Transportation Planning Grant for the Cesar Chavez Street Corridor Transformation Plan with CivicWell ($83,600), Raices Cultura ($50,000), and Terra Nova ($260,140)
STAFF RECOMMENDATION:

Staff recommends that the City Council considers authorizing the City Manager to execute Subrecipient Agreements for the Caltrans Sustainable Transportation Planning Grant for the Cesar Chavez Street Corridor Transformation Plan with CivicWell ($83,600), Raices Cultura ($50,000), and Terra Nova ($260,140).

BACKGROUND:

The Sustainable Transportation Planning Grant Program was created to support the California Department of Transportation’s (Caltrans) Mission of providing a safe and reliable transportation network that serves all people and respects the environment.

The California Legislature passed, and Governor Edmund G. Brown Jr. signed into law, Senate Bill 1 (SB 1, Beall, Chapter 5, Statutes of 2017) – The Road Repair and Accountability Act of 2017, a transportation funding bill that provides a reliable fund source to maintain and integrate the State’s multimodal transportation system. In addition to the $9.5 million in traditional State and federal grants, approximately $25 million in SB 1 funds for Sustainable Communities Grants is available for each grant cycle.

On January 22, 2025, the City submitted an application to Caltrans for its Sustainable Transportation Planning Grant to fund its Cesar Chavez Street Corridor Transformation Plan. On July 1, 2025, City staff received notification that the grant was awarded to the City in the amount of $393,740, with a required city match of $51,014 bringing the total project cost to $444,754.

DISCUSSION/ANALYSIS:

The City also included Sub-Applicants in its application to assist with the development of the Cesar Chavez Street Corridor Transformation Plan and their respective budgets are:

Item 28.

Budget Breakdown per Entity
Civic Well $83,600
Raices Cultura $50,000
Terra Nova $260,140
City Match $51,014
$444,754
Caltrans requires that the City enters into Subrecipient Agreements with the three Sub-Applicants.

ALTERNATIVES:

1. Authorize the City Manager to Execute Subrecipient Agreements for the Development of the Caltrans Sustainable Transportation Planning Grant for the Cesar Chavez Street Corridor Transformation Plan with CivicWell ($83,600), Raices Cultura ($50,000), and Terra Nova ($260,140)

2. Not Authorize
FISCAL IMPACT:

The overall project budget is $444,754 of which $393,740 comes from the Caltrans grant. The local match ($51,014, or 11.47% of the total budget, as required by the grant guidelines) will be funded by the General Fund; these costs were previously anticipated in the current budget and approved by the City Council on July 23, 2025.

ATTACHMENTS:

1. Attachment 1 - Subrecipient Agreements: CivicWell, Terra Nova and Raices Cultura

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Agreement No. ___________
80237.00000\44573070.1

SUBRECIPIENT AGREEMENT
This Subrecipient Agreement (“Agreement”), effective as of _________, 2026 (“Effective Date”) is entered into by and between the CITY OF COACHELLA, a municipal corporation of the State of California with its principal place of business located at 53990 Enterprise Way, Coachella, CA 92236 (“City”), and CIVICWELL, a California nonprofit public benefit corporation with its principal place of business located at 520 Capitol Mall, Suite 440, Sacramento, CA 95814 (“Subrecipient”). City and Subrecipient shall be referred to herein individually as “Party” and collectively as “Parties.”

RECITALS
A. The City has entered into a Restricted Grant Agreement (RGA) with the California Department of Transportation (Caltrans), Agreement Number 74A1763, dated November 17, 2025 (“Prime Agreement”), for the Cesar Chavez Street Corridor Transformation Plan project (the “Project”), funded pursuant to Budget Act Line Item 2660-102-3290 under California Senate Bill No. 1 (SB-1), also known as the Road Repair and Accountability Act of 2017.

B. The Prime Agreement provides restricted grant funds in the amount of $393,740.00 to the City for the purpose of conducting transportation studies and planning within the Project area, as detailed in the Scope of Work and Project Cost and Schedule (Attachment II to the Prime Agreement), the Grant Application Guide (Attachment III to the Prime Agreement), and other attachments incorporated therein.

C. The City is responsible under the Prime Agreement for timely and satisfactorily completing all Project work within the budget and in accordance with the terms of the Prime Agreement.

D. The Subrecipient has been identified in the Scope of Work (Attachment II to the Prime Agreement) as a sub-applicant and partner to assist the City with Project management, coordination, community engagement, outreach, and other specified tasks essential to the Project.

E. The City desires to pass through a portion of the grant funds and delegate certain Project responsibilities to the Subrecipient, subject to the Subrecipient’s compliance with all applicable terms of the Prime Agreement, California law, and this Agreement.

F. This Agreement is intended to ensure that the Subrecipient performs its delegated responsibilities in full compliance with the Prime Agreement and all federal, state, and local laws, regulations, and requirements applicable to the use of SB-1 funds, including but not limited to Government Code Section 14460(a)(1) and 2 CFR Part 200 (Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards).

NOW, THEREFORE, in consideration of the mutual covenants and conditions herein, the parties agree as follows:

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Agreement No. ___________
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1. INCORPORATION OF PRIME AGREEMENT

1.1 The Prime Agreement, including all attachments (e.g., Attachment I: Agency Resolution; Attachment II: Scope of Work and Project Cost and Schedule; Attachment III: Grant Application Guide), is incorporated herein and attached hereto as Exhibit “1.” The Subrecipient acknowledges receipt of a copy of the Prime Agreement and agrees to comply with all applicable terms, covenants, conditions, and obligations therein as if the Subrecipient were the “AGENCY” under the Prime Agreement, to the extent such terms are applicable to the Subrecipient’s scope of services.

1.2 In the event of any conflict between this Agreement and the Prime Agreement, the Prime Agreement shall control, except where this Agreement imposes more stringent requirements to ensure compliance with California law.

2. SCOPE OF SERVICES

2.1 The Subrecipient shall perform the services described in the Scope of Work (Attachment II to the Prime Agreement) assigned to CivicWell (“Services” or “Project Work”), including but not limited to:
(a) Assisting with overall Project management and coordination. (b) Preparing the Request for Proposals (RFP) for consultant selection. (c) Assembling and facilitating a Project Advisory Group. (d) Organizing community engagement events, including workshops, pop-up events, walk audits, and bicycle audits.
(e) Developing publicity materials with local input and documenting public input for inclusion in the Cesar Chavez Street Corridor Transformation Plan document. (f) Facilitating community engagement activities in English and Spanish. (g) Providing content for the Project website and assisting with online surveys. (h) Participating in the development of the Cesar Chavez Street Corridor Transformation Plan, including summarizing the public process. (i) Supporting presentations to the Planning Commission and City Council.

2.2 All Services shall be performed in accordance with the Project timeline in Attachment II to the Prime Agreement, the Grant Application Guide (Attachment III to the Prime Agreement), and all applicable federal, state, and local laws, regulations, ordinances, Caltrans policies and procedures, and published manuals.

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2.3 The Subrecipient shall not subcontract any portion of its Services without the prior written approval of the City. Any approved subcontracts shall incorporate all applicable terms of this Agreement and the Prime Agreement.

3. COMPENSATION AND PAYMENT

3.1 The maximum amount payable to the Subrecipient under this Agreement shall not exceed Eighty-Three Thousand Six Hundred Dollars ($83,600) (“Grant Amount”). This amount is a portion of the Prime Agreement grant funds and is subject to the City’s receipt of funds from Caltrans.

3.2 Funds may only be used for the purpose set forth in this Agreement, the Prime Agreement, and the attachments to the Prime Agreement, and funds may only be used for costs and expenses that are directly related to such purpose.

3.3 Compensation shall be based on actual allowable costs incurred by the Subrecipient in performing the Services, in accordance with Section III, Paragraph 15 of the Prime Agreement (Payment and Invoicing). No in-kind contributions are allowed unless identified in advance and approved by both Parties in writing.

3.4 The Subrecipient shall submit invoices to the City at least quarterly but no more frequently than monthly, in arrears, for completed milestones. Invoices shall include:
(a) Names of Subrecipient personnel performing work.
(b) Dates, times, and locations of work.
(c) Itemized costs, including labor rates, hours, travel expenses (limited to State of California Department of Human Resources rates), and receipts. (d) Certification of compliance with this Agreement and the Prime Agreement.

3.5 Indirect costs are reimbursable only if the Subrecipient has an approved Indirect Cost Allocation Plan or Indirect Cost Rate Proposal per 2 CFR Part 200 and Chapter 5 of the Local Assistance Procedures Manual.

3.6 The City shall reimburse the Subrecipient for allowable costs within thirty (30) days of approval, subject to the City’s receipt of corresponding reimbursement from Caltrans. The Subrecipient must have paid for costs before claiming reimbursement.

3.7 All costs must be incurred after the City’s issuance of a Notice to Proceed and before the end of the Term.

4. TERM AND PERIOD OF PERFORMANCE

4.1 This Agreement shall become effective on the Effective Date or upon the City’s receipt of a Notice to Proceed from Caltrans under the Prime Agreement, whichever occurs later.

The term of this Agreement (“Term”) shall continue in full force and effect until June 30, 2028,

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Agreement No. ___________
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unless earlier terminated in accordance with the provisions of Section 7 (Termination) herein or upon the expiration or termination of the Prime Agreement, whichever occurs first.

Notwithstanding the foregoing, the Subrecipient’s obligations regarding record retention, audits, indemnification, re-payment of unallowable costs, and any other provisions that by their nature survive termination shall remain in effect beyond the expiration or termination of this Agreement, as specified in the applicable sections hereof and in the Prime Agreement. The Subrecipient shall commence performance of the Services promptly upon the Effective Date and shall complete all Services in a timely manner consistent with the Project timeline set forth in Attachment II to the Prime Agreement. Time is of the essence in the performance of this Agreement.

4.2 The Subrecipient shall attend a kickoff meeting with the City within one week of the Notice to Proceed.

5. PASS-THROUGH OBLIGATIONS AND COMPLIANCE

5.1 Compliance with Laws, Regulations, and Policies. The Subrecipient shall perform all Services under this Agreement in accordance with California Senate Bill No. 1 (SB-1) (Chapter 5, Statutes of 2017), also known as the Road Repair and Accountability Act of 2017, including, but not limited to, Government Code Section 14460(a)(1), as well as all applicable Federal, State, and Local laws, regulations, and ordinances, all applicable Caltrans policies and procedures, and all applicable Caltrans published manuals, including, but not limited to, the applicable Grant Application Guide (Attachment III to the Prime Agreement). In case of conflict between any applicable Federal, State, and Local laws, regulations, and ordinances, and/or any applicable policies, procedures, or published manuals of either Caltrans or the City, the order of precedence of the applicability of same to this Agreement shall be established in this order: 1) Federal laws and regulations; 2) California laws and regulations; 3) Caltrans policies, procedures, and published manuals; 4) Local ordinances; and 5) City policies, procedures, and published manuals.

5.2 Payment and Invoicing. The Subrecipient shall establish and maintain an accounting system and records that properly accumulate and segregate incurred Project costs by line. The accounting system of the Subrecipient shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. Reimbursement of the Subrecipient’s expenditures will be authorized only for those allowable costs actually incurred by the Subrecipient in accordance with the provisions of this Agreement and the Prime Agreement and in the performance of the Services. The Subrecipient must not only have incurred the expenditures on or after the start date and the issuance of the Notice to Proceed letter for this Agreement and before the Expiration Date but must have also paid for those costs to claim any reimbursement. Travel expenses and per diem rates are not to exceed the rate specified by the State of California Department of Human Resources for similar employees (i.e., non-represented employees) unless written verification is supplied that government hotel rates were not then commercially available to the Subrecipient at the time and location required as specified in the California Department of Transportation’s Travel Guide Exception Process. The Subrecipient shall submit invoices to the City at least quarterly, but no more frequently than monthly, in arrears for completion of milestones in accordance with the Project Cost and Schedule in Attachment II to the Prime Agreement to the satisfaction of the City. Invoices shall reference this Agreement Number and shall be signed and submitted to the City. One-time lump sum invoices for the Grant Amount

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Agreement No. ___________
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are not allowed. Invoices shall include the following information: 1) Names of the Subrecipient personnel performing work; 2) Dates and times of Project Work; 3) Locations of Project Work; 4) Itemized costs as set forth in Attachment II to the Prime Agreement, including identification of each employee who provided services during the period of the invoice, the number of hours and hourly rates for each employee, authorized travel expenses with receipts, receipts for authorized materials or supplies, and contractor, sub-recipient, and subcontractor invoices. Incomplete or inaccurate invoices shall be returned to the Subrecipient unapproved for correction. Failure to submit invoices on a timely basis may be grounds for termination of this Agreement for material breach per Section 7. The Agreement Expiration Date refers to the last date for the Subrecipient to incur valid Project costs or credits and is the date the Agreement expires. The Subrecipient has 60 days after that Expiration Date to make final allowable payments to Project contractors or vendors and submit the Project’s Final Product(s) as defined in Attachment II to the Prime Agreement and a final accurate invoice to the City for reimbursement for allowable Project costs. Any unexpended Project funds not invoiced by the 60th day will be reverted and will no longer be accessible to reimburse late Project invoices.

5.3 Cost Principles. The Subrecipient agrees to comply with Title 2, Code of Federal Regulations (CFR), Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The Subrecipient agrees that (a) Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31, et seq., shall be used to determine the allowability of individual Project costs and (b) the Parties shall comply with Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The Subrecipient shall comply with Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards to the extent applicable. Prior to the Subrecipient seeking reimbursement of indirect costs, the Subrecipient must have identified the estimated indirect cost rate in Attachment II to the Prime Agreement, prepare and submit annually to the City for review and approval an indirect cost rate proposal and a central service cost allocation plan (if any) in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards and Chapter 5 of the Local Assistance Procedures Manual. The Subrecipient agrees and shall require that all its agreements with consultants and sub-recipients contain provisions requiring adherence to this section in its entirety.

5.4 Repayment of Unallowable Costs. Any Project costs for which the Subrecipient has received payment or credit that are determined by subsequent audit to be unallowable under 2 CFR, Part 200, and/or Part 48, Chapter 1, Part 31, are subject to repayment by the Subrecipient to the City. Should the Subrecipient fail to reimburse moneys due the City within thirty (30) days of discovery or demand, or within such other period as may be agreed in writing between the parties hereto, the City is authorized to intercept and withhold future payments due the Subrecipient from the City or any third-party source, including, but not limited to, the State Treasurer, the State Controller or any other fund source.

5.5 Americans with Disabilities Act. By signing this Agreement, the Subrecipient assures the City that in the course of performing Project Work, it will fully comply with the applicable provisions of the Americans with Disabilities Act (ADA) of 1990, as amended, which

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Agreement No. ___________
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prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA (42 USC Section 12101 et seq.).

5.6 Indemnification. Neither the City, Caltrans, nor any officer or employee thereof is responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by the Subrecipient, its officers, employees, agents, contractors, subrecipients, or subcontractors, under or in connection with any work, authority, or jurisdiction conferred upon the Subrecipient under this Agreement. It is understood and agreed that the Subrecipient shall fully defend, indemnify, and save harmless the City, Caltrans, and all of their officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, including, but not limited to, tortuous, contractual, inverse condemnation, or other theories or assertions of liability occurring by reason of anything done or omitted to be done by the Subrecipient, its officers, employees, agents, contractors, subrecipients, or subcontractors under this Agreement.

5.7 Nondiscrimination Clause. During the performance of this Agreement, the Subrecipient shall not deny the contract’s benefits to 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, nor shall they discriminate unlawfully against any employee or applicant for employment because 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. The Subrecipient shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. The Subrecipient shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code Sections 12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs., Tit. 2, Sections 11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code Sections 11135-11139.5), and the regulations or standards adopted by the City or Caltrans to implement such article. The Subrecipient shall permit access by representatives of the Department of Fair Employment and Housing, the City, and Caltrans upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department, the City, or Caltrans shall require to ascertain compliance with this clause. The Subrecipient shall give written notice of its obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. The Subrecipient shall include the nondiscrimination and compliance provisions of this clause in all agreements with its contractors and subcontractors (preapproved by City), and shall include a requirement in all agreements with all of same that each of them in turn include the nondiscrimination and compliance provisions of this clause in all contracts and subcontracts they enter into to perform work under this Agreement.

5.8 Retention of Records/Audits. The Subrecipient agrees to comply with Title 2, Code of Federal Regulations (CFR), Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. All accounting records and other supporting papers of the Subrecipient, its contractors, subcontractors, and sub-recipients connected with Project performance under this Agreement shall be maintained for a minimum of three (3) years from the date of final payment to the Subrecipient and shall be held open to inspection, copying, and audit

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Agreement No. ___________
80237.00000\44573070.1
by representatives of the City, Caltrans, the California State Auditor, and auditors representing the Federal government. Copies thereof will be furnished by the Subrecipient, its contractors, its subcontractors, and sub-recipients upon receipt of any request made by the City, Caltrans, or its agents. In conducting an audit of the costs and match credits claimed under this Agreement, the City and Caltrans will rely to the maximum extent possible on any prior audit of the Subrecipient pursuant to the provisions of State and City law. In the absence of such an audit, any acceptable audit work performed by the Subrecipient’s external and internal auditors may be relied upon and used by the City and Caltrans when planning and conducting additional audits. For the purpose of determining compliance with applicable State and City law in connection with the performance of the Subrecipient’s contracts with third parties pursuant to Government Code Section 8546.7, the Subrecipient, the Subrecipient’s sub-recipients, contractors, subcontractors, the City, and Caltrans, shall each maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of such contracts, including, but not limited to, the costs of administering those various contracts. All the above referenced parties shall make such materials available at their respective offices at all reasonable times during the entire Project period and for three (3) years from the date of final payment to the Subrecipient under this Agreement. The City, Caltrans, the California State Auditor, or any duly authorized representative of the City, Caltrans, or the United States Department of Transportation, shall each have access to any books, records, and documents that are pertinent to a Project for audits, examinations, excerpts, and transactions, and the Subrecipient shall furnish copies thereof if requested. The Subrecipient, its sub-recipients, contractors, and subcontractors will permit access to all records of employment, employment advertisements, employment application forms, and other pertinent data and records by the State Fair Employment Practices and Housing Commission, or any other agency of the State of California designated by the City or Caltrans, for the purpose of any investigation to ascertain compliance with this Agreement. Additionally, all grants may be subject to a pre-award audit prior to execution of this Agreement to ensure the Subrecipient has an adequate financial management system in place to accumulate and segregate reasonable, allowable, and allocable costs. Any contract with a contractor, subcontractor, or sub-recipient entered into as a result of this Agreement shall contain all the provisions of this article.

5.9 Drug-Free Workplace Certification. By signing this Agreement, the Subrecipient hereby certifies under penalty of perjury under the laws of California that the Subrecipient will comply with the requirements of the Drug-Free Workplace Act of 1990 (Gov. Code Sections 8350 et seq.) and will provide a Drug-Free workplace by doing all the following: a) Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a)(1); b) Establish a Drug-Free Awareness Program as required by Government Code Section 8355(a)(2) to inform employees about all the following: 1) The dangers of drug abuse in the workplace; 2) The person’s or organization’s policy of maintaining a Drug-Free workplace; 3) Any available counseling, rehabilitation, and employee assistance programs; and 4) Penalties that may be imposed upon employees for drug abuse violations; c) Provide, as required by Government Code Section 8355(a)(3), that every employee who works on the proposed contract or grant: 1) Will receive a copy of the company’s Drug-Free Policy Statement; and 2) Will agree to abide by the terms of the company’s statement as a condition of employment on the contract or grant; d) Failure to comply with these requirements may result in suspension of payments under this Agreement or termination of this Agreement or both, and the Subrecipient may be ineligible for the award of any future State

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contracts if the City or Caltrans determines that any of the following has occurred: (1) the Subrecipient has made a false certification or, (2) the Subrecipient violates the certification by failing to carry out the requirements as noted above.

5.10 State-Owned Data. The Subrecipient agrees to comply with the following requirements to ensure the preservation, security, and integrity of State-owned data on portable computing devices and portable electronic storage media: 1) Encrypt all State-owned data stored on portable computing devices and portable electronic storage media using government-certified Advanced Encryption Standard (AES) cipher algorithm with a 256-bit or 128-bit encryption key to protect Caltrans data stored on every sector of a hard drive, including temp files, cached data, hibernation files, and even unused disk space; 2) Data encryption shall use cryptographic technology that has been tested and approved against exacting standards, such as FIPS 140-2 Security Requirements for Cryptographic Modules; 3) Encrypt, as described above, all Stateowned data transmitted from one computing device or storage medium to another; 4) Maintain confidentiality of all State-owned data by limiting data sharing to those individuals contracted to provide services on behalf of the State, and limit use of State information assets for State purposes only; 5) Install and maintain current anti-virus software, security patches, and upgrades on all computing devices used during the course of the Agreement; 6) Notify the City immediately of any actual or attempted violations of security of State-owned data, including lost or stolen computing devices, files, or portable electronic storage media containing State-owned data; 7) Advise the owner of the State-owned data, the City Manager, and the City Chief Information Officer of vulnerabilities that may present a threat to the security of State-owned data and of specific means of protecting that State-owned data. The Subrecipient agrees to use the State-owned data only for State purposes under this Agreement. The Subrecipient agrees to not transfer Stateowned data to any computing system, mobile device, or desktop computer without first establishing the specifications for information integrity and security as established for the original data file(s) (State Administrative Manual (SAM) Section 5335.1).

5.11 Assumption of Risk and Indemnification Regarding Exposure to Environmental Health Hazards. In addition to, and not a limitation of, the Subrecipient’s indemnification obligations contained elsewhere in this Agreement, the Subrecipient hereby assumes all risks of the consequences of exposure of the Subrecipient’s employees, agents, subrecipients, contractors, and subcontractors, subcontractors’ employees, and any other person, firm, or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, to any and all environmental health hazards, local and otherwise, in connection with the performance of this Agreement. Such hazards include, but are not limited to, bodily injury and/or death resulting in whole or in part from exposure to infectious agents and/or pathogens of any type, kind or origin. The Subrecipient also agrees to take all appropriate safety precautions to prevent any such exposure to the Subrecipient’s employees, agents, subrecipients, contractors, and subcontractors, subcontractors’ employees, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement. The Subrecipient also agrees to indemnify and hold harmless the City, Caltrans, the State of California, and each and all their officers, agents and employees, from any and all claims and/or losses accruing or resulting from such exposure. Except as provided by law, the Subrecipient also agrees that the provisions of this paragraph shall apply regardless of the existence or degree of negligence or fault on the part of the City, Caltrans, the State of California, and/or any of their officers, agents and/or employees.

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5.12 Mandatory Organic Waste Recycling. It is understood and agreed that pursuant to Public Resources Code Sections 42649.8 et seq., if the Subrecipient generates two (2) cubic yards or more of organic waste or commercial solid waste per week, the Subrecipient shall arrange for organic waste or commercial waste recycling services that separate/source organic waste for organic waste recycling. The Subrecipient shall provide proof of compliance, i.e., organic waste recycling services or commercial waste recycling services that separate/source organic waste recycling, upon request from the City.

5.13 ADA Compliance. All entities that provide electronic or information technology or related services that will be posted online by the City or Caltrans must be in compliance with Government Code Sections 7405 and 11135 and the Web Content Accessibility Guidelines (WCAG) 2.0 or subsequent version, published by the Web Accessibility Initiative of the World Wide Web Consortium at a minimum Level AA success. All entities will respond to and resolve any complaints/deficiencies regarding accessibility brought to their attention.

5.14 Executive Order N-6-22 – Russia Sanctions. On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law unless the contract has been Federalized (i.e., there is federal participation in any phase). The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions.

Accordingly, should the City or the State determine the Subrecipient is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The City shall provide the Subrecipient advance written notice of such termination, allowing the Subrecipient at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the City.

5.15 The Subrecipient shall ensure that its contractors and subcontractors comply with all pass-through obligations set forth in this Section 5.

5.16 The Subrecipient shall provide quarterly progress reports to the City, detailing progress, expenditures, and any issues, to enable the City’s reporting to Caltrans under Section III, Paragraph 17 of the Prime Agreement.

6. INSURANCE

6.1 Time for Compliance. Subrecipient shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Subrecipient shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.

6.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Subrecipient, in partial performance of its obligations under such Agreement,

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shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Subrecipient agrees to amend, supplement or endorse the policies to do so. (a) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office “occurrence” form CG 00 01, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
(b) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering “Any Auto” (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence. (c) Workers’Compensation: Workers’Compensation Insurance, as required by the State of California and Employer’s Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.

6.3 Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Subrecipient’s profession with limits of not less than $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5) years from termination or expiration of this Agreement.

6.4 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Subrecipient shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(a) Commercial General Liability: (1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. Additional Insured Endorsements shall not (1) be restricted to “ongoing operations”; (2) exclude “contractual liability”; (3) restrict coverage to “sole” liability of Subrecipient; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Subrecipient shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.

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(b) Automobile Liability. (1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (c) Professional Liability (Errors & Omissions): 1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for nonpayment of premium. (2) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend. (d) Workers’ Compensation: (1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.

6.5 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

6.6 Waiver of Subrogation. All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Subrecipient or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Subrecipient hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

6.7 Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

6.8 Evidence of Insurance. The Subrecipient, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Subrecipient shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage,

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file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

6.9 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best’s rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

6.10 Enforcement of Agreement Provisions (non estoppel). Subrecipient acknowledges and agrees that actual or alleged failure on the part of the City to inform Subrecipient of noncompliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.

6.11 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.

6.12 Additional Insurance Provisions
(a) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Subrecipient, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Subrecipient pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(b) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Subrecipient or City will withhold amounts sufficient to pay premium from Subrecipient payments. In the alternative, City may cancel this Agreement.
(c) The City may require the Subrecipient to provide complete copies of all insurance policies in effect for the duration of the Project. (d) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
(e) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Subrecipient from liability in excess of such coverage, nor shall it limit the Subrecipient’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.

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(f) Subrecipient shall report to the City, in addition to Subrecipient’s insurer, any and all insurance claims submitted by Subrecipient in connection with the Services under this Agreement.

6.13 Insurance for Subconsultants. Subrecipient shall include all subconsultants engaged in any work for Subrecipient relating to this Agreement as additional insureds under the Subrecipient’s policies, or the Subrecipient shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant’s policies. All policies of Commercial General Liability insurance provided by Subrecipient’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Subrecipient shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Subrecipient shall provide satisfactory evidence of compliance with this section upon request of the City.

7. TERMINATION

7.1 City reserves the right to terminate this Agreement for any or no reason upon written notice to Subrecipient at least 30 days in advance of the effective date of such termination in the event City determines (at its sole discretion) that Subrecipient failed to proceed or continue with Project Work in accordance with the terms of this Agreement. In the event of termination for convenience, City will reimburse Subrecipient for all allowable, authorized, and non-cancelled costs up to the date of termination.

7.2 This Agreement may be terminated by either party for any or no reason by giving written notice to the other Party at least thirty (30) days in advance of the effective date of such termination. In the event of termination for convenience, City will reimburse Subrecipient for all allowable, authorized, and non-cancelled costs up to the date of termination.

7.3 Subrecipient has sixty (60) days after the Termination Date to submit accurate invoices to City to make final allowable payments for Project costs in accordance with the terms of this Agreement. Failure to submit accurate invoices within this period of time shall result in a waiver by Subrecipient of its right to reimbursement of expended costs.

8. BUDGET CONTINGENCY CLAUSE

8.1 It is mutually agreed that if Caltrans is unable to appropriate or allocate funds during the current year and/or any subsequent years covered under this Agreement and are not able to provide sufficient funds for the Project, this Agreement shall be of no further force and effect.

In this event, City shall have no liability to pay any funds whatsoever to Subrecipient or to furnish any other consideration under this Agreement and Subrecipient shall not be obligated to perform any provisions of this Agreement.

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8.2 If funding to Caltrans for any fiscal year is reduced or deleted for purposes of this Project, City shall have the option to either terminate this Agreement with no liability occurring to City or offer an Agreement Amendment to Subrecipient to reflect reduced amount.

9. CHANGES/AMENDMENTS
This Agreement may only be amended or modified during the Term of the by mutual written agreement of the Parties. Any proposed modification to this Agreement that requires a formal amendment must be submitted by Subrecipient to City no less than 120 days prior to the expiration of the Term.

10. DISPUTE RESOLUTION
Disputes shall be resolved per Section III, Paragraph 24 of the Prime Agreement, including good faith negotiations and alternative dispute resolution before litigation.

11. INDEPENDENT CONTRACTOR
The Subrecipient is an independent contractor, not an employee or agent of the City.

12. NOTICES
The City’s Project Manager for the Project is Kendra Reif. The City’s Financial Manager for the Project is Ruben Ramirez. The Subrecipient’s Contract Manager is Bernadette Austin, or her designee following notice to the City.

All notices herein provided to be given, or which may be given, by either Party to the other, shall be deemed to have been fully given when made in writing and received by the Parties at their respective addresses:

City of Coachella
Attention: Kendra Reif, Project Manager
53990 Enterprise Way
Coachella, CA 92236
Phone: (760) 398-3502
Email: [email protected]
CivicWell
Attention: Bernadette Austin, CEO
520 Capitol Mall, Suite 440
Sacramento, CA 95814
Email: [email protected]

13. COOPERATION; FURTHER ACTS
The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

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14. ENTIRE AGREEMENT
This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

15. ATTORNEYS’ FEES
If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all costs of such action.

16. GOVERNING LAW
This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Subrecipient must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Subrecipient. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Subrecipient shall be barred from bringing and maintaining a valid lawsuit against the City.

17. TIME OF ESSENCE
Time is of the essence for each and every provision of this Agreement.

18. CITY’S RIGHT TO EMPLOY OTHER SUBRECIPIENTS.

City reserves right to employ other subrecipients in connection with this Project.

19. SUCCESSORS AND ASSIGNS
This Agreement shall be binding on the successors and assigns of the parties.

20. ASSIGNMENT OR TRANSFER
Subrecipient shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subrecipient shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

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21. CONSTRUCTION; REFERENCES; CAPTIONS
Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Subrecipient include all personnel, employees, agents, and subconsultants of Subrecipient, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

22. WAIVER
No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

23. NO THIRD-PARTY BENEFICIARIES
There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

24. INVALIDITY; SEVERABILITY
If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

25. PROHIBITED INTERESTS
Subrecipient maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Subrecipient, to solicit or secure this Agreement. Subrecipient warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Subrecipient, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Subrecipient further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

26. AUTHORITY TO ENTER AGREEMENT

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Subrecipient has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

27. COUNTERPARTS
This Agreement may be signed in counterparts, each of which shall constitute an original.

28. SURVIVAL
All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

CITY OF COACHELLA
By: _______________________________
Printed Name: ______________________
Title: _____________________________
Date: _____________________________

CIVICWELL
By: _______________________________
Printed Name: Bernadette Austin
Title: CEO
Date: _____________________________

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EXHIBIT “1”

PRIME AGREEMENT

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SUBRECIPIENT AGREEMENT
This Subrecipient Agreement (“Agreement”), effective as of _________, 2026 (“Effective Date”) is entered into by and between the CITY OF COACHELLA, a municipal corporation of the State of California with its principal place of business located at 53990 Enterprise Way, Coachella, CA 92236 (“City”), and TERRA NOVA, a California nonprofit public benefit corporation with its principal place of business located at 42635 Melanie Place, Suite 101, Palm Desert, CA 92211 (“Subrecipient”). City and Subrecipient shall be referred to herein individually as “Party” and collectively as “Parties.”

RECITALS
A. The City has entered into a Restricted Grant Agreement (RGA) with the California Department of Transportation (Caltrans), Agreement Number 74A1763, dated November 17, 2025 (“Prime Agreement”), for the Cesar Chavez Street Corridor Transformation Plan project (the “Project”), funded pursuant to Budget Act Line Item 2660-102-3290 under California Senate Bill No. 1 (SB-1), also known as the Road Repair and Accountability Act of 2017.

B. The Prime Agreement provides restricted grant funds in the amount of $393,740.00 to the City for the purpose of conducting transportation studies and planning within the Project area, as detailed in the Scope of Work and Project Cost and Schedule (Attachment II to the Prime Agreement), the Grant Application Guide (Attachment III to the Prime Agreement), and other attachments incorporated therein.

C. The City is responsible under the Prime Agreement for timely and satisfactorily completing all Project work within the budget and in accordance with the terms of the Prime Agreement.

D. The Subrecipient has been identified in the Scope of Work (Attachment II to the Prime Agreement) as a sub-applicant and partner to assist the City with Project management, coordination, community engagement, outreach, and other specified tasks essential to the Project.

E. The City desires to pass through a portion of the grant funds and delegate certain Project responsibilities to the Subrecipient, subject to the Subrecipient’s compliance with all applicable terms of the Prime Agreement, California law, and this Agreement.

F. This Agreement is intended to ensure that the Subrecipient performs its delegated responsibilities in full compliance with the Prime Agreement and all federal, state, and local laws, regulations, and requirements applicable to the use of SB-1 funds, including but not limited to Government Code Section 14460(a)(1) and 2 CFR Part 200 (Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards).

NOW, THEREFORE, in consideration of the mutual covenants and conditions herein, the parties agree as follows:

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1. INCORPORATION OF PRIME AGREEMENT

1.1 The Prime Agreement, including all attachments (e.g., Attachment I: Agency Resolution; Attachment II: Scope of Work and Project Cost and Schedule; Attachment III: Grant Application Guide), is incorporated herein and attached hereto as Exhibit “1.” The Subrecipient acknowledges receipt of a copy of the Prime Agreement and agrees to comply with all applicable terms, covenants, conditions, and obligations therein as if the Subrecipient were the “AGENCY” under the Prime Agreement, to the extent such terms are applicable to the Subrecipient’s scope of services.

1.2 In the event of any conflict between this Agreement and the Prime Agreement, the Prime Agreement shall control, except where this Agreement imposes more stringent requirements to ensure compliance with California law.

2. SCOPE OF SERVICES

2.1 The Subrecipient shall perform the services described in the Scope of Work (Attachment II to the Prime Agreement) assigned to TERRA NOVA (“Services” or “Project Work”), including but not limited to:

Terra Nova will be responsible for technical analysis, documentation mapping and evaluation for the project. Terra Nova will analyze and document baseline conditions for land use, multimodal access, connectivity and traffic safety and operations, coordinate with the Technical Advisory Committee, will actively participate in community engagement activities, will develop design concepts and recommendations that respond to input from residents, stakeholders and responsible agencies, and prepare the plan document. Core components of the plan will include:
a) A comprehensive summary of the community engagement process and input received.
b) An overall framework plan for on- and off-street connections along the corridor with proposed development, circulation, and access patterns consistent with the desired community character.
c) A traffic analysis of the corridor to evaluate potential changes. d) An analysis of current engineering standards for the corridor, recommended changes and analysis of operational impacts, cost and feasibility of proposed changes to the street.
e) An analysis of market conditions and the feasibility for different types of development along the corridor.
f) An analysis of existing stormwater facilities along the corridor and any constraints that might limit future development. Recommendations for applicable green infrastructure treatments.
g) Conceptual designs for public and private development opportunity sites and bringing streets in the area up to current complete street standards, including pedestrian, bicycle and transit facilities and enhanced streetscapes to support walking and

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bicycling. Graphic street designs and/or simulations will provide a visualization tool for the public to understand roadway cross-sections and their interaction with adjacent land uses.
h) Land use plan with recommended zoning and development standards to support walkable, mixed-use infill, and affordable housing development. i) An assessment of possible amendments to the general plan land use map, zoning and development standards that could be required to implement proposed changes. j) Proposed development standards that the city can adopt to put the plan into operation. k) An implementation strategy that identifies short- and long-term infrastructure improvements, funding and financing opportunities, and process for instituting policy and regulatory changes to implement the plan.

2.2 All Services shall be performed in accordance with the Project timeline in Attachment II to the Prime Agreement, the Grant Application Guide (Attachment III to the Prime Agreement), and all applicable federal, state, and local laws, regulations, ordinances, Caltrans policies and procedures, and published manuals.

2.3 The Subrecipient shall not subcontract any portion of its Services without the prior written approval of the City. Any approved subcontracts shall incorporate all applicable terms of this Agreement and the Prime Agreement.

3. COMPENSATION AND PAYMENT

3.1 The maximum amount payable to the Subrecipient under this Agreement shall not exceed Two Hundred Sixty Thousand One Hundred Forty Dollars ($260,140.00) (“Grant Amount”). This amount is a portion of the Prime Agreement grant funds and is subject to the City’s receipt of funds from Caltrans.

3.2 Funds may only be used for the purpose set forth in this Agreement, the Prime Agreement, and the attachments to the Prime Agreement, and funds may only be used for costs and expenses that are directly related to such purpose.

3.3 Compensation shall be based on actual allowable costs incurred by the Subrecipient in performing the Services, in accordance with Section III, Paragraph 15 of the Prime Agreement (Payment and Invoicing). No in-kind contributions are allowed unless identified in advance and approved by both Parties in writing.

3.4 The Subrecipient shall submit invoices to the City at least quarterly but no more frequently than monthly, in arrears, for completed milestones. Invoices shall include:
(a) Names of Subrecipient personnel performing work.
(b) Dates, times, and locations of work.

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(c) Itemized costs, including labor rates, hours, travel expenses (limited to State of California Department of Human Resources rates), and receipts. (d) Certification of compliance with this Agreement and the Prime Agreement.

3.5 Indirect costs are reimbursable only if the Subrecipient has an approved Indirect Cost Allocation Plan or Indirect Cost Rate Proposal per 2 CFR Part 200 and Chapter 5 of the Local Assistance Procedures Manual.

3.6 The City shall reimburse the Subrecipient for allowable costs within thirty (30) days of approval, subject to the City’s receipt of corresponding reimbursement from Caltrans. The Subrecipient must have paid for costs before claiming reimbursement.

3.7 All costs must be incurred after the City’s issuance of a Notice to Proceed and before the end of the Term.

4. TERM AND PERIOD OF PERFORMANCE

4.1 This Agreement shall become effective on the Effective Date or upon the City’s receipt of a Notice to Proceed from Caltrans under the Prime Agreement, whichever occurs later.

The term of this Agreement (“Term”) shall continue in full force and effect until June 30, 2028, unless earlier terminated in accordance with the provisions of Section 7 (Termination) herein or upon the expiration or termination of the Prime Agreement, whichever occurs first.

Notwithstanding the foregoing, the Subrecipient’s obligations regarding record retention, audits, indemnification, re-payment of unallowable costs, and any other provisions that by their nature survive termination shall remain in effect beyond the expiration or termination of this Agreement, as specified in the applicable sections hereof and in the Prime Agreement. The Subrecipient shall commence performance of the Services promptly upon the Effective Date and shall complete all Services in a timely manner consistent with the Project timeline set forth in Attachment II to the Prime Agreement. Time is of the essence in the performance of this Agreement.

4.2 The Subrecipient shall attend a kickoff meeting with the City within one week of the Notice to Proceed.

5. PASS-THROUGH OBLIGATIONS AND COMPLIANCE

5.1 Compliance with Laws, Regulations, and Policies. The Subrecipient shall perform all Services under this Agreement in accordance with California Senate Bill No. 1 (SB-1) (Chapter 5, Statutes of 2017), also known as the Road Repair and Accountability Act of 2017, including, but not limited to, Government Code Section 14460(a)(1), as well as all applicable Federal, State, and Local laws, regulations, and ordinances, all applicable Caltrans policies and procedures, and all applicable Caltrans published manuals, including, but not limited to, the applicable Grant Application Guide (Attachment III to the Prime Agreement). In case of conflict between any applicable Federal, State, and Local laws, regulations, and ordinances, and/or any applicable policies, procedures, or published manuals of either Caltrans or the City, the order of precedence of the applicability of same to this Agreement shall be established in this order: 1) Federal laws and regulations; 2) California laws and regulations; 3) Caltrans policies, procedures, and published manuals; 4) Local ordinances; and 5) City policies, procedures, and published manuals.

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5.2 Payment and Invoicing. The Subrecipient shall establish and maintain an accounting system and records that properly accumulate and segregate incurred Project costs by line. The accounting system of the Subrecipient shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. Reimbursement of the Subrecipient’s expenditures will be authorized only for those allowable costs actually incurred by the Subrecipient in accordance with the provisions of this Agreement and the Prime Agreement and in the performance of the Services. The Subrecipient must not only have incurred the expenditures on or after the start date and the issuance of the Notice to Proceed letter for this Agreement and before the Expiration Date but must have also paid for those costs to claim any reimbursement. Travel expenses and per diem rates are not to exceed the rate specified by the State of California Department of Human Resources for similar employees (i.e., non-represented employees) unless written verification is supplied that government hotel rates were not then commercially available to the Subrecipient at the time and location required as specified in the California Department of Transportation’s Travel Guide Exception Process. The Subrecipient shall submit invoices to the City at least quarterly, but no more frequently than monthly, in arrears for completion of milestones in accordance with the Project Cost and Schedule in Attachment II to the Prime Agreement to the satisfaction of the City. Invoices shall reference this Agreement Number and shall be signed and submitted to the City. One-time lump sum invoices for the Grant Amount are not allowed. Invoices shall include the following information: 1) Names of the Subrecipient personnel performing work; 2) Dates and times of Project Work; 3) Locations of Project Work; 4) Itemized costs as set forth in Attachment II to the Prime Agreement, including identification of each employee who provided services during the period of the invoice, the number of hours and hourly rates for each employee, authorized travel expenses with receipts, receipts for authorized materials or supplies, and contractor, sub-recipient, and subcontractor invoices. Incomplete or inaccurate invoices shall be returned to the Subrecipient unapproved for correction. Failure to submit invoices on a timely basis may be grounds for termination of this Agreement for material breach per Section 7. The Agreement Expiration Date refers to the last date for the Subrecipient to incur valid Project costs or credits and is the date the Agreement expires. The Subrecipient has 60 days after that Expiration Date to make final allowable payments to Project contractors or vendors and submit the Project’s Final Product(s) as defined in Attachment II to the Prime Agreement and a final accurate invoice to the City for reimbursement for allowable Project costs. Any unexpended Project funds not invoiced by the 60th day will be reverted and will no longer be accessible to reimburse late Project invoices.

5.3 Cost Principles. The Subrecipient agrees to comply with Title 2, Code of Federal Regulations (CFR), Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The Subrecipient agrees that (a) Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31, et seq., shall be used to determine the allowability of individual Project costs and (b) the Parties shall comply with Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The Subrecipient shall comply with Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards to the extent applicable. Prior to the Subrecipient seeking reimbursement of indirect costs, the Subrecipient must have identified the estimated indirect cost rate in Attachment II to the Prime Agreement, prepare and submit annually to the City for review and approval an indirect cost rate

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proposal and a central service cost allocation plan (if any) in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards and Chapter 5 of the Local Assistance Procedures Manual. The Subrecipient agrees and shall require that all its agreements with consultants and sub-recipients contain provisions requiring adherence to this section in its entirety.

5.4 Repayment of Unallowable Costs. Any Project costs for which the Subrecipient has received payment or credit that are determined by subsequent audit to be unallowable under 2 CFR, Part 200, and/or Part 48, Chapter 1, Part 31, are subject to repayment by the Subrecipient to the City. Should the Subrecipient fail to reimburse moneys due the City within thirty (30) days of discovery or demand, or within such other period as may be agreed in writing between the parties hereto, the City is authorized to intercept and withhold future payments due the Subrecipient from the City or any third-party source, including, but not limited to, the State Treasurer, the State Controller or any other fund source.

5.5 Americans with Disabilities Act. By signing this Agreement, the Subrecipient assures the City that in the course of performing Project Work, it will fully comply with the applicable provisions of the Americans with Disabilities Act (ADA) of 1990, as amended, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA (42 USC Section 12101 et seq.).

5.6 Indemnification. Neither the City, Caltrans, nor any officer or employee thereof is responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by the Subrecipient, its officers, employees, agents, contractors, subrecipients, or subcontractors, under or in connection with any work, authority, or jurisdiction conferred upon the Subrecipient under this Agreement. It is understood and agreed that the Subrecipient shall fully defend, indemnify, and save harmless the City, Caltrans, and all of their officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, including, but not limited to, tortuous, contractual, inverse condemnation, or other theories or assertions of liability occurring by reason of anything done or omitted to be done by the Subrecipient, its officers, employees, agents, contractors, subrecipients, or subcontractors under this Agreement.

5.7 Nondiscrimination Clause. During the performance of this Agreement, the Subrecipient shall not deny the contract’s benefits to 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, nor shall they discriminate unlawfully against any employee or applicant for employment because 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. The Subrecipient shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. The Subrecipient shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code Sections 12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs., Tit. 2, Sections 11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code Sections 11135-11139.5), and the regulations or standards adopted by the City or Caltrans to

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implement such article. The Subrecipient shall permit access by representatives of the Department of Fair Employment and Housing, the City, and Caltrans upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department, the City, or Caltrans shall require to ascertain compliance with this clause. The Subrecipient shall give written notice of its obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. The Subrecipient shall include the nondiscrimination and compliance provisions of this clause in all agreements with its contractors and subcontractors (preapproved by City), and shall include a requirement in all agreements with all of same that each of them in turn include the nondiscrimination and compliance provisions of this clause in all contracts and subcontracts they enter into to perform work under this Agreement.

5.8 Retention of Records/Audits. The Subrecipient agrees to comply with Title 2, Code of Federal Regulations (CFR), Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. All accounting records and other supporting papers of the Subrecipient, its contractors, subcontractors, and sub-recipients connected with Project performance under this Agreement shall be maintained for a minimum of three (3) years from the date of final payment to the Subrecipient and shall be held open to inspection, copying, and audit by representatives of the City, Caltrans, the California State Auditor, and auditors representing the Federal government. Copies thereof will be furnished by the Subrecipient, its contractors, its subcontractors, and sub-recipients upon receipt of any request made by the City, Caltrans, or its agents. In conducting an audit of the costs and match credits claimed under this Agreement, the City and Caltrans will rely to the maximum extent possible on any prior audit of the Subrecipient pursuant to the provisions of State and City law. In the absence of such an audit, any acceptable audit work performed by the Subrecipient’s external and internal auditors may be relied upon and used by the City and Caltrans when planning and conducting additional audits. For the purpose of determining compliance with applicable State and City law in connection with the performance of the Subrecipient’s contracts with third parties pursuant to Government Code Section 8546.7, the Subrecipient, the Subrecipient’s sub-recipients, contractors, subcontractors, the City, and Caltrans, shall each maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of such contracts, including, but not limited to, the costs of administering those various contracts. All the above referenced parties shall make such materials available at their respective offices at all reasonable times during the entire Project period and for three (3) years from the date of final payment to the Subrecipient under this Agreement. The City, Caltrans, the California State Auditor, or any duly authorized representative of the City, Caltrans, or the United States Department of Transportation, shall each have access to any books, records, and documents that are pertinent to a Project for audits, examinations, excerpts, and transactions, and the Subrecipient shall furnish copies thereof if requested. The Subrecipient, its sub-recipients, contractors, and subcontractors will permit access to all records of employment, employment advertisements, employment application forms, and other pertinent data and records by the State Fair Employment Practices and Housing Commission, or any other agency of the State of California designated by the City or Caltrans, for the purpose of any investigation to ascertain compliance with this Agreement. Additionally, all grants may be subject to a pre-award audit prior to execution of this Agreement to ensure the Subrecipient has an adequate financial management system in place to accumulate and segregate reasonable, allowable, and allocable costs. Any contract with a contractor, subcontractor, or sub-recipient entered into as a result of this Agreement shall contain all the provisions of this article.

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5.9 Drug-Free Workplace Certification. By signing this Agreement, the Subrecipient hereby certifies under penalty of perjury under the laws of California that the Subrecipient will comply with the requirements of the Drug-Free Workplace Act of 1990 (Gov. Code Sections 8350 et seq.) and will provide a Drug-Free workplace by doing all the following: a) Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a)(1); b) Establish a Drug-Free Awareness Program as required by Government Code Section 8355(a)(2) to inform employees about all the following: 1) The dangers of drug abuse in the workplace; 2) The person’s or organization’s policy of maintaining a Drug-Free workplace; 3) Any available counseling, rehabilitation, and employee assistance programs; and 4) Penalties that may be imposed upon employees for drug abuse violations; c) Provide, as required by Government Code Section 8355(a)(3), that every employee who works on the proposed contract or grant: 1) Will receive a copy of the company’s Drug-Free Policy Statement; and 2) Will agree to abide by the terms of the company’s statement as a condition of employment on the contract or grant; d) Failure to comply with these requirements may result in suspension of payments under this Agreement or termination of this Agreement or both, and the Subrecipient may be ineligible for the award of any future State contracts if the City or Caltrans determines that any of the following has occurred: (1) the Subrecipient has made a false certification or, (2) the Subrecipient violates the certification by failing to carry out the requirements as noted above.

5.10 State-Owned Data. The Subrecipient agrees to comply with the following requirements to ensure the preservation, security, and integrity of State-owned data on portable computing devices and portable electronic storage media: 1) Encrypt all State-owned data stored on portable computing devices and portable electronic storage media using government-certified Advanced Encryption Standard (AES) cipher algorithm with a 256-bit or 128-bit encryption key to protect Caltrans data stored on every sector of a hard drive, including temp files, cached data, hibernation files, and even unused disk space; 2) Data encryption shall use cryptographic technology that has been tested and approved against exacting standards, such as FIPS 140-2 Security Requirements for Cryptographic Modules; 3) Encrypt, as described above, all Stateowned data transmitted from one computing device or storage medium to another; 4) Maintain confidentiality of all State-owned data by limiting data sharing to those individuals contracted to provide services on behalf of the State, and limit use of State information assets for State purposes only; 5) Install and maintain current anti-virus software, security patches, and upgrades on all computing devices used during the course of the Agreement; 6) Notify the City immediately of any actual or attempted violations of security of State-owned data, including lost or stolen computing devices, files, or portable electronic storage media containing State-owned data; 7) Advise the owner of the State-owned data, the City Manager, and the City Chief Information Officer of vulnerabilities that may present a threat to the security of State-owned data and of specific means of protecting that State-owned data. The Subrecipient agrees to use the State-owned data only for State purposes under this Agreement. The Subrecipient agrees to not transfer Stateowned data to any computing system, mobile device, or desktop computer without first establishing the specifications for information integrity and security as established for the original data file(s) (State Administrative Manual (SAM) Section 5335.1).

5.11 Assumption of Risk and Indemnification Regarding Exposure to Environmental Health Hazards. In addition to, and not a limitation of, the Subrecipient’s indemnification

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obligations contained elsewhere in this Agreement, the Subrecipient hereby assumes all risks of the consequences of exposure of the Subrecipient’s employees, agents, subrecipients, contractors, and subcontractors, subcontractors’ employees, and any other person, firm, or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, to any and all environmental health hazards, local and otherwise, in connection with the performance of this Agreement. Such hazards include, but are not limited to, bodily injury and/or death resulting in whole or in part from exposure to infectious agents and/or pathogens of any type, kind or origin. The Subrecipient also agrees to take all appropriate safety precautions to prevent any such exposure to the Subrecipient’s employees, agents, subrecipients, contractors, and subcontractors, subcontractors’ employees, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement. The Subrecipient also agrees to indemnify and hold harmless the City, Caltrans, the State of California, and each and all their officers, agents and employees, from any and all claims and/or losses accruing or resulting from such exposure. Except as provided by law, the Subrecipient also agrees that the provisions of this paragraph shall apply regardless of the existence or degree of negligence or fault on the part of the City, Caltrans, the State of California, and/or any of their officers, agents and/or employees.

5.12 Mandatory Organic Waste Recycling. It is understood and agreed that pursuant to Public Resources Code Sections 42649.8 et seq., if the Subrecipient generates two (2) cubic yards or more of organic waste or commercial solid waste per week, the Subrecipient shall arrange for organic waste or commercial waste recycling services that separate/source organic waste for organic waste recycling. The Subrecipient shall provide proof of compliance, i.e., organic waste recycling services or commercial waste recycling services that separate/source organic waste recycling, upon request from the City.

5.13 ADA Compliance. All entities that provide electronic or information technology or related services that will be posted online by the City or Caltrans must be in compliance with Government Code Sections 7405 and 11135 and the Web Content Accessibility Guidelines (WCAG) 2.0 or subsequent version, published by the Web Accessibility Initiative of the World Wide Web Consortium at a minimum Level AA success. All entities will respond to and resolve any complaints/deficiencies regarding accessibility brought to their attention.

5.14 Executive Order N-6-22 – Russia Sanctions. On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law unless the contract has been Federalized (i.e., there is federal participation in any phase). The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions.

Accordingly, should the City or the State determine the Subrecipient is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The City shall provide the Subrecipient advance written notice of such termination, allowing the Subrecipient at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the City.

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5.15 The Subrecipient shall ensure that its contractors and subcontractors comply with all pass-through obligations set forth in this Section 5.

5.16 The Subrecipient shall provide quarterly progress reports to the City, detailing progress, expenditures, and any issues, to enable the City’s reporting to Caltrans under Section III, Paragraph 17 of the Prime Agreement.

6. INSURANCE

6.1 Time for Compliance. Subrecipient shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Subrecipient shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.

6.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Subrecipient, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Subrecipient agrees to amend, supplement or endorse the policies to do so. (a) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office “occurrence” form CG 00 01, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
(b) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering “Any Auto” (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence. (c) Workers’ Compensation: Workers’ Compensation Insurance, as required by the State of California and Employer’s Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.

6.3 Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Subrecipient’s profession with limits of not less than $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous

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coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5) years from termination or expiration of this Agreement.

6.4 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Subrecipient shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(a) Commercial General Liability: (1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. Additional Insured Endorsements shall not (1) be restricted to “ongoing operations”; (2) exclude “contractual liability”; (3) restrict coverage to “sole” liability of Subrecipient; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Subrecipient shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (b) Automobile Liability. (1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (c) Professional Liability (Errors & Omissions): 1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for nonpayment of premium. (2) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend. (d) Workers’ Compensation: (1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.

6.5 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

6.6 Waiver of Subrogation. All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Subrecipient or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Subrecipient hereby waives its own right of recovery

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against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

6.7 Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

6.8 Evidence of Insurance. The Subrecipient, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Subrecipient shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

6.9 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best’s rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

6.10 Enforcement of Agreement Provisions (non estoppel). Subrecipient acknowledges and agrees that actual or alleged failure on the part of the City to inform Subrecipient of noncompliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.

6.11 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.

6.12 Additional Insurance Provisions
(a) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Subrecipient, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Subrecipient pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(b) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Subrecipient or City will withhold amounts

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sufficient to pay premium from Subrecipient payments. In the alternative, City may cancel this Agreement.
(c) The City may require the Subrecipient to provide complete copies of all insurance policies in effect for the duration of the Project. (d) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
(e) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Subrecipient from liability in excess of such coverage, nor shall it limit the Subrecipient’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
(f) Subrecipient shall report to the City, in addition to Subrecipient’s insurer, any and all insurance claims submitted by Subrecipient in connection with the Services under this Agreement.

6.13 Insurance for Subconsultants. Subrecipient shall include all subconsultants engaged in any work for Subrecipient relating to this Agreement as additional insureds under the Subrecipient’s policies, or the Subrecipient shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant’s policies. All policies of Commercial General Liability insurance provided by Subrecipient’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Subrecipient shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Subrecipient shall provide satisfactory evidence of compliance with this section upon request of the City.

7. TERMINATION

7.1 City reserves the right to terminate this Agreement for any or no reason upon written notice to Subrecipient at least 30 days in advance of the effective date of such termination in the event City determines (at its sole discretion) that Subrecipient failed to proceed or continue with Project Work in accordance with the terms of this Agreement. In the event of termination for convenience, City will reimburse Subrecipient for all allowable, authorized, and non-cancelled costs up to the date of termination.

7.2 This Agreement may be terminated by either party for any or no reason by giving written notice to the other Party at least thirty (30) days in advance of the effective date of such termination. In the event of termination for convenience, City will reimburse Subrecipient for all allowable, authorized, and non-cancelled costs up to the date of termination.

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7.3 Subrecipient has sixty (60) days after the Termination Date to submit accurate invoices to City to make final allowable payments for Project costs in accordance with the terms of this Agreement. Failure to submit accurate invoices within this period of time shall result in a waiver by Subrecipient of its right to reimbursement of expended costs.

8. BUDGET CONTINGENCY CLAUSE

8.1 It is mutually agreed that if Caltrans is unable to appropriate or allocate funds during the current year and/or any subsequent years covered under this Agreement and are not able to provide sufficient funds for the Project, this Agreement shall be of no further force and effect.

In this event, City shall have no liability to pay any funds whatsoever to Subrecipient or to furnish any other consideration under this Agreement and Subrecipient shall not be obligated to perform any provisions of this Agreement.

8.2 If funding to Caltrans for any fiscal year is reduced or deleted for purposes of this Project, City shall have the option to either terminate this Agreement with no liability occurring to City or offer an Agreement Amendment to Subrecipient to reflect reduced amount.

9. CHANGES/AMENDMENTS
This Agreement may only be amended or modified during the Term of the by mutual written agreement of the Parties. Any proposed modification to this Agreement that requires a formal amendment must be submitted by Subrecipient to City no less than 120 days prior to the expiration of the Term.

10. DISPUTE RESOLUTION
Disputes shall be resolved per Section III, Paragraph 24 of the Prime Agreement, including good faith negotiations and alternative dispute resolution before litigation.

11. INDEPENDENT CONTRACTOR
The Subrecipient is an independent contractor, not an employee or agent of the City.

12. NOTICES
The City’s Project Manager for the Project is Kendra Reif. The City’s Financial Manager for the Project is Ruben Ramirez. The Subrecipient’s Contract Manager is Bernadette Austin, or her designee following notice to the City.

All notices herein provided to be given, or which may be given, by either Party to the other, shall be deemed to have been fully given when made in writing and received by the Parties at their respective addresses:

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Agreement No. ___________
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City of Coachella
Attention: Kendra Reif, Project Manager
53990 Enterprise Way
Coachella, CA 92236
Phone: (760) 398-3502
Email: [email protected]

TERRA NOVA
Attention: Nicole Sauviat Criste
42635 Melanie Place, Suite 101
Palm Desert, CA 92211
Email: [email protected]

13. COOPERATION; FURTHER ACTS
The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

14. ENTIRE AGREEMENT
This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

15. ATTORNEYS’ FEES
If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all costs of such action.

16. GOVERNING LAW
This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Subrecipient must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Subrecipient. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Subrecipient shall be barred from bringing and maintaining a valid lawsuit against the City.

17. TIME OF ESSENCE
Time is of the essence for each and every provision of this Agreement.

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18. CITY’S RIGHT TO EMPLOY OTHER SUBRECIPIENTS.

City reserves right to employ other subrecipients in connection with this Project.

19. SUCCESSORS AND ASSIGNS
This Agreement shall be binding on the successors and assigns of the parties.

20. ASSIGNMENT OR TRANSFER
Subrecipient shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subrecipient shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

21. CONSTRUCTION; REFERENCES; CAPTIONS
Since the Parties or their agents have participated fully in the preparation of thisAgreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Subrecipient include all personnel, employees, agents, and subconsultants of Subrecipient, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

22. WAIVER
No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

23. NO THIRD-PARTY BENEFICIARIES
There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

24. INVALIDITY; SEVERABILITY
If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

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25. PROHIBITED INTERESTS
Subrecipient maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Subrecipient, to solicit or secure this Agreement. Subrecipient warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Subrecipient, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Subrecipient further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

26. AUTHORITY TO ENTER AGREEMENT
Subrecipient has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

27. COUNTERPARTS
This Agreement may be signed in counterparts, each of which shall constitute an original.

28. SURVIVAL
All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination.

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EXHIBIT “1”

PRIME AGREEMENT

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SUBRECIPIENT AGREEMENT
This Subrecipient Agreement (“Agreement”), effective as of _________, 2026 (“Effective Date”) is entered into by and between the CITY OF COACHELLA, a municipal corporation of the State of California with its principal place of business located at 53990 Enterprise Way, Coachella, CA 92236 (“City”), and RAICES CULTURA, a California nonprofit public benefit corporation with its principal place of business located at 1536 7th Street, Coachella, CA 92236 (“Subrecipient”). City and Subrecipient shall be referred to herein individually as “Party” and collectively as “Parties.”

RECITALS
A. The City has entered into a Restricted Grant Agreement (RGA) with the California Department of Transportation (Caltrans), Agreement Number 74A1763, dated November 17, 2025 (“Prime Agreement”), for the Cesar Chavez Street Corridor Transformation Plan project (the “Project”), funded pursuant to Budget Act Line Item 2660-102-3290 under California Senate Bill No. 1 (SB-1), also known as the Road Repair and Accountability Act of 2017.

B. The Prime Agreement provides restricted grant funds in the amount of $393,740.00 to the City for the purpose of conducting transportation studies and planning within the Project area, as detailed in the Scope of Work and Project Cost and Schedule (Attachment II to the Prime Agreement), the Grant Application Guide (Attachment III to the Prime Agreement), and other attachments incorporated therein.

C. The City is responsible under the Prime Agreement for timely and satisfactorily completing all Project work within the budget and in accordance with the terms of the Prime Agreement.

D. The Subrecipient has been identified in the Scope of Work (Attachment II to the Prime Agreement) as a sub-applicant and partner to assist the City with Project management, coordination, community engagement, outreach, and other specified tasks essential to the Project.

E. The City desires to pass through a portion of the grant funds and delegate certain Project responsibilities to the Subrecipient, subject to the Subrecipient’s compliance with all applicable terms of the Prime Agreement, California law, and this Agreement.

F. This Agreement is intended to ensure that the Subrecipient performs its delegated responsibilities in full compliance with the Prime Agreement and all federal, state, and local laws, regulations, and requirements applicable to the use of SB-1 funds, including but not limited to Government Code Section 14460(a)(1) and 2 CFR Part 200 (Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards).

NOW, THEREFORE, in consideration of the mutual covenants and conditions herein, the parties agree as follows:

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1. INCORPORATION OF PRIME AGREEMENT

1.1 The Prime Agreement, including all attachments (e.g., Attachment I: Agency Resolution; Attachment II: Scope of Work and Project Cost and Schedule; Attachment III: Grant Application Guide), is incorporated herein and attached hereto as Exhibit “1.” The Subrecipient acknowledges receipt of a copy of the Prime Agreement and agrees to comply with all applicable terms, covenants, conditions, and obligations therein as if the Subrecipient were the “AGENCY” under the Prime Agreement, to the extent such terms are applicable to the Subrecipient’s scope of services.

1.2 In the event of any conflict between this Agreement and the Prime Agreement, the Prime Agreement shall control, except where this Agreement imposes more stringent requirements to ensure compliance with California law.

2. SCOPE OF SERVICES

2.1 The Subrecipient shall perform the services described in the Scope of Work (Attachment II to the Prime Agreement) assigned to Raices Cultura (“Services” or “Project Work”), including but not limited to:
(a) Assisting with identifying community-based partners to join the Project Advisory Group to direct the development of a comprehensive, inclusive, and effective community outreach and engagement plan.
(b) Leading and participating in community engagement events. (c) Identifying community stakeholders to include on the Advisory Group. (d) Developing publicity materials.
(e) Distributing flyer and posters to schools and businesses. (f) Assisting with the documentation of public input for inclusion in the Cesar Chavez Street Corridor Transformation Plan document.
(g) Staffing and helping to facilitate community engagement activities including workshops, focus group meetings and stakeholder listening sessions (in English and Spanish).

2.2 All Services shall be performed in accordance with the Project timeline in Attachment II to the Prime Agreement, the Grant Application Guide (Attachment III to the Prime Agreement), and all applicable federal, state, and local laws, regulations, ordinances, Caltrans policies and procedures, and published manuals.

2.3 The Subrecipient shall not subcontract any portion of its Services without the prior written approval of the City. Any approved subcontracts shall incorporate all applicable terms of this Agreement and the Prime Agreement.

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3. COMPENSATION AND PAYMENT

3.1 The maximum amount payable to the Subrecipient under this Agreement shall not exceed Fifty Thousand Dollars ($50,000) (“Grant Amount”). This amount is a portion of the Prime Agreement grant funds and is subject to the City’s receipt of funds from Caltrans.

3.2 Funds may only be used for the purpose set forth in this Agreement, the Prime Agreement, and the attachments to the Prime Agreement, and funds may only be used for costs and expenses that are directly related to such purpose.

3.3 Compensation shall be based on actual allowable costs incurred by the Subrecipient in performing the Services, in accordance with Section III, Paragraph 15 of the Prime Agreement (Payment and Invoicing). No in-kind contributions are allowed unless identified in advance and approved by both Parties in writing.

3.4 The Subrecipient shall submit invoices to the City at least quarterly but no more frequently than monthly, in arrears, for completed milestones. Invoices shall include:
(a) Names of Subrecipient personnel performing work.
(b) Dates, times, and locations of work.
(c) Itemized costs, including labor rates, hours, travel expenses (limited to State of California Department of Human Resources rates), and receipts. (d) Certification of compliance with this Agreement and the Prime Agreement.

3.5 Indirect costs are reimbursable only if the Subrecipient has an approved Indirect Cost Allocation Plan or Indirect Cost Rate Proposal per 2 CFR Part 200 and Chapter 5 of the Local Assistance Procedures Manual.

3.6 The City shall reimburse the Subrecipient for allowable costs within thirty (30) days of approval, subject to the City’s receipt of corresponding reimbursement from Caltrans. The Subrecipient must have paid for costs before claiming reimbursement.

3.7 All costs must be incurred after the City’s issuance of a Notice to Proceed and before the end of the Term.

4. TERM AND PERIOD OF PERFORMANCE

4.1 This Agreement shall become effective on the Effective Date or upon the City’s receipt of a Notice to Proceed from Caltrans under the Prime Agreement, whichever occurs later.

The term of this Agreement (“Term”) shall continue in full force and effect until June 30, 2028, unless earlier terminated in accordance with the provisions of Section 7 (Termination) herein or upon the expiration or termination of the Prime Agreement, whichever occurs first.

Notwithstanding the foregoing, the Subrecipient’s obligations regarding record retention, audits, indemnification, re-payment of unallowable costs, and any other provisions that by their nature survive termination shall remain in effect beyond the expiration or termination of this Agreement,

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as specified in the applicable sections hereof and in the Prime Agreement. The Subrecipient shall commence performance of the Services promptly upon the Effective Date and shall complete all Services in a timely manner consistent with the Project timeline set forth in Attachment II to the Prime Agreement. Time is of the essence in the performance of this Agreement.

4.2 The Subrecipient shall attend a kickoff meeting with the City within one week of the Notice to Proceed.

5. PASS-THROUGH OBLIGATIONS AND COMPLIANCE

5.1 Compliance with Laws, Regulations, and Policies. The Subrecipient shall perform all Services under this Agreement in accordance with California Senate Bill No. 1 (SB-1) (Chapter 5, Statutes of 2017), also known as the Road Repair and Accountability Act of 2017, including, but not limited to, Government Code Section 14460(a)(1), as well as all applicable Federal, State, and Local laws, regulations, and ordinances, all applicable Caltrans policies and procedures, and all applicable Caltrans published manuals, including, but not limited to, the applicable Grant Application Guide (Attachment III to the Prime Agreement). In case of conflict between any applicable Federal, State, and Local laws, regulations, and ordinances, and/or any applicable policies, procedures, or published manuals of either Caltrans or the City, the order of precedence of the applicability of same to this Agreement shall be established in this order: 1) Federal laws and regulations; 2) California laws and regulations; 3) Caltrans policies, procedures, and published manuals; 4) Local ordinances; and 5) City policies, procedures, and published manuals.

5.2 Payment and Invoicing. The Subrecipient shall establish and maintain an accounting system and records that properly accumulate and segregate incurred Project costs by line. The accounting system of the Subrecipient shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. Reimbursement of the Subrecipient’s expenditures will be authorized only for those allowable costs actually incurred by the Subrecipient in accordance with the provisions of this Agreement and the Prime Agreement and in the performance of the Services. The Subrecipient must not only have incurred the expenditures on or after the start date and the issuance of the Notice to Proceed letter for this Agreement and before the Expiration Date but must have also paid for those costs to claim any reimbursement. Travel expenses and per diem rates are not to exceed the rate specified by the State of California Department of Human Resources for similar employees (i.e., non-represented employees) unless written verification is supplied that government hotel rates were not then commercially available to the Subrecipient at the time and location required as specified in the California Department of Transportation’s Travel Guide Exception Process. The Subrecipient shall submit invoices to the City at least quarterly, but no more frequently than monthly, in arrears for completion of milestones in accordance with the Project Cost and Schedule in Attachment II to the Prime Agreement to the satisfaction of the City. Invoices shall reference this Agreement Number and shall be signed and submitted to the City. One-time lump sum invoices for the Grant Amount are not allowed. Invoices shall include the following information: 1) Names of the Subrecipient personnel performing work; 2) Dates and times of Project Work; 3) Locations of Project Work; 4) Itemized costs as set forth in Attachment II to the Prime Agreement, including identification of each employee who provided services during the period of the invoice, the number of hours and hourly rates for each employee, authorized travel expenses with receipts, receipts for authorized

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materials or supplies, and contractor, sub-recipient, and subcontractor invoices. Incomplete or inaccurate invoices shall be returned to the Subrecipient unapproved for correction. Failure to submit invoices on a timely basis may be grounds for termination of this Agreement for material breach per Section 7. The Agreement Expiration Date refers to the last date for the Subrecipient to incur valid Project costs or credits and is the date the Agreement expires. The Subrecipient has 60 days after that Expiration Date to make final allowable payments to Project contractors or vendors and submit the Project’s Final Product(s) as defined in Attachment II to the Prime Agreement and a final accurate invoice to the City for reimbursement for allowable Project costs. Any unexpended Project funds not invoiced by the 60th day will be reverted and will no longer be accessible to reimburse late Project invoices.

5.3 Cost Principles. The Subrecipient agrees to comply with Title 2, Code of Federal Regulations (CFR), Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The Subrecipient agrees that (a) Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31, et seq., shall be used to determine the allowability of individual Project costs and (b) the Parties shall comply with Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The Subrecipient shall comply with Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards to the extent applicable. Prior to the Subrecipient seeking reimbursement of indirect costs, the Subrecipient must have identified the estimated indirect cost rate in Attachment II to the Prime Agreement, prepare and submit annually to the City for review and approval an indirect cost rate proposal and a central service cost allocation plan (if any) in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards and Chapter 5 of the Local Assistance Procedures Manual. The Subrecipient agrees and shall require that all its agreements with consultants and sub-recipients contain provisions requiring adherence to this section in its entirety.

5.4 Repayment of Unallowable Costs. Any Project costs for which the Subrecipient has received payment or credit that are determined by subsequent audit to be unallowable under 2 CFR, Part 200, and/or Part 48, Chapter 1, Part 31, are subject to repayment by the Subrecipient to the City. Should the Subrecipient fail to reimburse moneys due the City within thirty (30) days of discovery or demand, or within such other period as may be agreed in writing between the parties hereto, the City is authorized to intercept and withhold future payments due the Subrecipient from the City or any third-party source, including, but not limited to, the State Treasurer, the State Controller or any other fund source.

5.5 Americans with Disabilities Act. By signing this Agreement, the Subrecipient assures the City that in the course of performing Project Work, it will fully comply with the applicable provisions of the Americans with Disabilities Act (ADA) of 1990, as amended, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA (42 USC Section 12101 et seq.).

5.6 Indemnification. Neither the City, Caltrans, nor any officer or employee thereof is responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by the Subrecipient, its officers, employees, agents, contractors, subrecipients, or

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subcontractors, under or in connection with any work, authority, or jurisdiction conferred upon the Subrecipient under this Agreement. It is understood and agreed that the Subrecipient shall fully defend, indemnify, and save harmless the City, Caltrans, and all of their officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, including, but not limited to, tortuous, contractual, inverse condemnation, or other theories or assertions of liability occurring by reason of anything done or omitted to be done by the Subrecipient, its officers, employees, agents, contractors, subrecipients, or subcontractors under this Agreement.

5.7 Nondiscrimination Clause. During the performance of this Agreement, the Subrecipient shall not deny the contract’s benefits to 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, nor shall they discriminate unlawfully against any employee or applicant for employment because 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. The Subrecipient shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. The Subrecipient shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code Sections 12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs., Tit. 2, Sections 11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code Sections 11135-11139.5), and the regulations or standards adopted by the City or Caltrans to implement such article. The Subrecipient shall permit access by representatives of the Department of Fair Employment and Housing, the City, and Caltrans upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department, the City, or Caltrans shall require to ascertain compliance with this clause. The Subrecipient shall give written notice of its obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. The Subrecipient shall include the nondiscrimination and compliance provisions of this clause in all agreements with its contractors and subcontractors (preapproved by City), and shall include a requirement in all agreements with all of same that each of them in turn include the nondiscrimination and compliance provisions of this clause in all contracts and subcontracts they enter into to perform work under this Agreement.

5.8 Retention of Records/Audits. The Subrecipient agrees to comply with Title 2, Code of Federal Regulations (CFR), Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. All accounting records and other supporting papers of the Subrecipient, its contractors, subcontractors, and sub-recipients connected with Project performance under this Agreement shall be maintained for a minimum of three (3) years from the date of final payment to the Subrecipient and shall be held open to inspection, copying, and audit by representatives of the City, Caltrans, the California State Auditor, and auditors representing the Federal government. Copies thereof will be furnished by the Subrecipient, its contractors, its subcontractors, and sub-recipients upon receipt of any request made by the City, Caltrans, or its agents. In conducting an audit of the costs and match credits claimed under this Agreement, the City and Caltrans will rely to the maximum extent possible on any prior audit of the Subrecipient pursuant to the provisions of State and City law. In the absence of such an audit, any acceptable

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audit work performed by the Subrecipient’s external and internal auditors may be relied upon and used by the City and Caltrans when planning and conducting additional audits. For the purpose of determining compliance with applicable State and City law in connection with the performance of the Subrecipient’s contracts with third parties pursuant to Government Code Section 8546.7, the Subrecipient, the Subrecipient’s sub-recipients, contractors, subcontractors, the City, and Caltrans, shall each maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of such contracts, including, but not limited to, the costs of administering those various contracts. All the above referenced parties shall make such materials available at their respective offices at all reasonable times during the entire Project period and for three (3) years from the date of final payment to the Subrecipient under this Agreement. The City, Caltrans, the California State Auditor, or any duly authorized representative of the City, Caltrans, or the United States Department of Transportation, shall each have access to any books, records, and documents that are pertinent to a Project for audits, examinations, excerpts, and transactions, and the Subrecipient shall furnish copies thereof if requested. The Subrecipient, its sub-recipients, contractors, and subcontractors will permit access to all records of employment, employment advertisements, employment application forms, and other pertinent data and records by the State Fair Employment Practices and Housing Commission, or any other agency of the State of California designated by the City or Caltrans, for the purpose of any investigation to ascertain compliance with this Agreement. Additionally, all grants may be subject to a pre-award audit prior to execution of this Agreement to ensure the Subrecipient has an adequate financial management system in place to accumulate and segregate reasonable, allowable, and allocable costs. Any contract with a contractor, subcontractor, or sub-recipient entered into as a result of this Agreement shall contain all the provisions of this article.

5.9 Drug-Free Workplace Certification. By signing this Agreement, the Subrecipient hereby certifies under penalty of perjury under the laws of California that the Subrecipient will comply with the requirements of the Drug-Free Workplace Act of 1990 (Gov. Code Sections 8350 et seq.) and will provide a Drug-Free workplace by doing all the following: a) Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a)(1); b) Establish a Drug-Free Awareness Program as required by Government Code Section 8355(a)(2) to inform employees about all the following: 1) The dangers of drug abuse in the workplace; 2) The person’s or organization’s policy of maintaining a Drug-Free workplace; 3) Any available counseling, rehabilitation, and employee assistance programs; and 4) Penalties that may be imposed upon employees for drug abuse violations; c) Provide, as required by Government Code Section 8355(a)(3), that every employee who works on the proposed contract or grant: 1) Will receive a copy of the company’s Drug-Free Policy Statement; and 2) Will agree to abide by the terms of the company’s statement as a condition of employment on the contract or grant; d) Failure to comply with these requirements may result in suspension of payments under this Agreement or termination of this Agreement or both, and the Subrecipient may be ineligible for the award of any future State contracts if the City or Caltrans determines that any of the following has occurred: (1) the Subrecipient has made a false certification or, (2) the Subrecipient violates the certification by failing to carry out the requirements as noted above.

5.10 State-Owned Data. The Subrecipient agrees to comply with the following requirements to ensure the preservation, security, and integrity of State-owned data on portable

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computing devices and portable electronic storage media: 1) Encrypt all State-owned data stored on portable computing devices and portable electronic storage media using government-certified Advanced Encryption Standard (AES) cipher algorithm with a 256-bit or 128-bit encryption key to protect Caltrans data stored on every sector of a hard drive, including temp files, cached data, hibernation files, and even unused disk space; 2) Data encryption shall use cryptographic technology that has been tested and approved against exacting standards, such as FIPS 140-2 Security Requirements for Cryptographic Modules; 3) Encrypt, as described above, all Stateowned data transmitted from one computing device or storage medium to another; 4) Maintain confidentiality of all State-owned data by limiting data sharing to those individuals contracted to provide services on behalf of the State, and limit use of State information assets for State purposes only; 5) Install and maintain current anti-virus software, security patches, and upgrades on all computing devices used during the course of the Agreement; 6) Notify the City immediately of any actual or attempted violations of security of State-owned data, including lost or stolen computing devices, files, or portable electronic storage media containing State-owned data; 7) Advise the owner of the State-owned data, the City Manager, and the City Chief Information Officer of vulnerabilities that may present a threat to the security of State-owned data and of specific means of protecting that State-owned data. The Subrecipient agrees to use the State-owned data only for State purposes under this Agreement. The Subrecipient agrees to not transfer Stateowned data to any computing system, mobile device, or desktop computer without first establishing the specifications for information integrity and security as established for the original data file(s) (State Administrative Manual (SAM) Section 5335.1).

5.11 Assumption of Risk and Indemnification Regarding Exposure to Environmental Health Hazards. In addition to, and not a limitation of, the Subrecipient’s indemnification obligations contained elsewhere in this Agreement, the Subrecipient hereby assumes all risks of the consequences of exposure of the Subrecipient’s employees, agents, subrecipients, contractors, and subcontractors, subcontractors’ employees, and any other person, firm, or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, to any and all environmental health hazards, local and otherwise, in connection with the performance of this Agreement. Such hazards include, but are not limited to, bodily injury and/or death resulting in whole or in part from exposure to infectious agents and/or pathogens of any type, kind or origin. The Subrecipient also agrees to take all appropriate safety precautions to prevent any such exposure to the Subrecipient’s employees, agents, subrecipients, contractors, and subcontractors, subcontractors’ employees, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement. The Subrecipient also agrees to indemnify and hold harmless the City, Caltrans, the State of California, and each and all their officers, agents and employees, from any and all claims and/or losses accruing or resulting from such exposure. Except as provided by law, the Subrecipient also agrees that the provisions of this paragraph shall apply regardless of the existence or degree of negligence or fault on the part of the City, Caltrans, the State of California, and/or any of their officers, agents and/or employees.

5.12 Mandatory Organic Waste Recycling. It is understood and agreed that pursuant to Public Resources Code Sections 42649.8 et seq., if the Subrecipient generates two (2) cubic yards or more of organic waste or commercial solid waste per week, the Subrecipient shall arrange for organic waste or commercial waste recycling services that separate/source organic waste for organic waste recycling. The Subrecipient shall provide proof of compliance, i.e., organic waste

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recycling services or commercial waste recycling services that separate/source organic waste recycling, upon request from the City.

5.13 ADA Compliance. All entities that provide electronic or information technology or related services that will be posted online by the City or Caltrans must be in compliance with Government Code Sections 7405 and 11135 and the Web Content Accessibility Guidelines (WCAG) 2.0 or subsequent version, published by the Web Accessibility Initiative of the World Wide Web Consortium at a minimum Level AA success. All entities will respond to and resolve any complaints/deficiencies regarding accessibility brought to their attention.

5.14 Executive Order N-6-22 – Russia Sanctions. On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law unless the contract has been Federalized (i.e., there is federal participation in any phase). The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entitiesthat are determined to be a target of Economic Sanctions.

Accordingly, should the City or the State determine the Subrecipient is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The City shall provide the Subrecipient advance written notice of such termination, allowing the Subrecipient at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the City.

5.15 The Subrecipient shall ensure that its contractors and subcontractors comply with all pass-through obligations set forth in this Section 5.

5.16 The Subrecipient shall provide quarterly progress reports to the City, detailing progress, expenditures, and any issues, to enable the City’s reporting to Caltrans under Section III, Paragraph 17 of the Prime Agreement.

6. INSURANCE

6.1 Time for Compliance. Subrecipient shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Subrecipient shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.

6.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Subrecipient, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Subrecipient agrees to amend, supplement or endorse the policies to do so. (a) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office “occurrence” form CG 00

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01, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
(b) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering “Any Auto” (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence. (c) Workers’ Compensation: Workers’ Compensation Insurance, as required by the State of California and Employer’s Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.

6.3 Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Subrecipient’s profession with limits of not less than $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5) years from termination or expiration of this Agreement.

6.4 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Subrecipient shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(a) Commercial General Liability: (1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. Additional Insured Endorsements shall not (1) be restricted to “ongoing operations”; (2) exclude “contractual liability”; (3) restrict coverage to “sole” liability of Subrecipient; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Subrecipient shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (b) Automobile Liability. (1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.

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(c) Professional Liability (Errors & Omissions): 1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for nonpayment of premium. (2) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend. (d) Workers’ Compensation: (1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.

6.5 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

6.6 Waiver of Subrogation. All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Subrecipient or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Subrecipient hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

6.7 Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

6.8 Evidence of Insurance. The Subrecipient, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Subrecipient shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

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6.9 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best’s rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

6.10 Enforcement of Agreement Provisions (non estoppel). Subrecipient acknowledges and agrees that actual or alleged failure on the part of the City to inform Subrecipient of noncompliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.

6.11 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.

6.12 Additional Insurance Provisions
(a) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Subrecipient, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Subrecipient pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(b) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Subrecipient or City will withhold amounts sufficient to pay premium from Subrecipient payments. In the alternative, City may cancel this Agreement.
(c) The City may require the Subrecipient to provide complete copies of all insurance policies in effect for the duration of the Project. (d) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
(e) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Subrecipient from liability in excess of such coverage, nor shall it limit the Subrecipient’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
(f) Subrecipient shall report to the City, in addition to Subrecipient’s insurer, any and all insurance claims submitted by Subrecipient in connection with the Services under this Agreement.

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6.13 Insurance for Subconsultants. Subrecipient shall include all subconsultants engaged in any work for Subrecipient relating to this Agreement as additional insureds under the Subrecipient’s policies, or the Subrecipient shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant’s policies. All policies of Commercial General Liability insurance provided by Subrecipient’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Subrecipient shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Subrecipient shall provide satisfactory evidence of compliance with this section upon request of the City.

7. TERMINATION

7.1 City reserves the right to terminate this Agreement for any or no reason upon written notice to Subrecipient at least 30 days in advance of the effective date of such termination in the event City determines (at its sole discretion) that Subrecipient failed to proceed or continue with Project Work in accordance with the terms of this Agreement. In the event of termination for convenience, City will reimburse Subrecipient for all allowable, authorized, and non-cancelled costs up to the date of termination.

7.2 This Agreement may be terminated by either party for any or no reason by giving written notice to the other Party at least thirty (30) days in advance of the effective date of such termination. In the event of termination for convenience, City will reimburse Subrecipient for all allowable, authorized, and non-cancelled costs up to the date of termination.

7.3 Subrecipient has sixty (60) days after the Termination Date to submit accurate invoices to City to make final allowable payments for Project costs in accordance with the terms of this Agreement. Failure to submit accurate invoices within this period of time shall result in a waiver by Subrecipient of its right to reimbursement of expended costs.

8. BUDGET CONTINGENCY CLAUSE

8.1 It is mutually agreed that if Caltrans is unable to appropriate or allocate funds during the current year and/or any subsequent years covered under this Agreement and are not able to provide sufficient funds for the Project, this Agreement shall be of no further force and effect.

In this event, City shall have no liability to pay any funds whatsoever to Subrecipient or to furnish any other consideration under this Agreement and Subrecipient shall not be obligated to perform any provisions of this Agreement.

8.2 If funding to Caltrans for any fiscal year is reduced or deleted for purposes of this Project, City shall have the option to either terminate this Agreement with no liability occurring to City or offer an Agreement Amendment to Subrecipient to reflect reduced amount.

9. CHANGES/AMENDMENTS

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This Agreement may only be amended or modified during the Term of the by mutual written agreement of the Parties. Any proposed modification to this Agreement that requires a formal amendment must be submitted by Subrecipient to City no less than 120 days prior to the expiration of the Term.

10. DISPUTE RESOLUTION
Disputes shall be resolved per Section III, Paragraph 24 of the Prime Agreement, including good faith negotiations and alternative dispute resolution before litigation.

11. INDEPENDENT CONTRACTOR
The Subrecipient is an independent contractor, not an employee or agent of the City.

12. NOTICES
The City’s Project Manager for the Project is Kendra Reif. The City’s Financial Manager for the Project is Ruben Ramirez. The Subrecipient’s Contract Manager is Bernadette Austin, or her designee following notice to the City.

All notices herein provided to be given, or which may be given, by either Party to the other, shall be deemed to have been fully given when made in writing and received by the Parties at their respective addresses:

City of Coachella
Attention: Kendra Reif, Project Manager
53990 Enterprise Way
Coachella, CA 92236
Phone: (760) 398-3502
Email: [email protected]
Raices Cultura
Attention: Marnie Navarro
1536 7th Street
Coachella, CA 92236
Email: [email protected]

13. COOPERATION; FURTHER ACTS
The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

14. ENTIRE AGREEMENT
This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

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15. ATTORNEYS’ FEES
If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all costs of such action.

16. GOVERNING LAW
This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Subrecipient must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Subrecipient. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Subrecipient shall be barred from bringing and maintaining a valid lawsuit against the City.

17. TIME OF ESSENCE
Time is of the essence for each and every provision of this Agreement.

18. CITY’S RIGHT TO EMPLOY OTHER SUBRECIPIENTS.

City reserves right to employ other subrecipients in connection with this Project.

19. SUCCESSORS AND ASSIGNS
This Agreement shall be binding on the successors and assigns of the parties.

20. ASSIGNMENT OR TRANSFER
Subrecipient shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subrecipient shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

21. CONSTRUCTION; REFERENCES; CAPTIONS
Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall

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be deemed calendar days and not work days. All references to Subrecipient include all personnel, employees, agents, and subconsultants of Subrecipient, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

22. WAIVER
No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

23. NO THIRD-PARTY BENEFICIARIES
There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

24. INVALIDITY; SEVERABILITY
If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

25. PROHIBITED INTERESTS
Subrecipient maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Subrecipient, to solicit or secure this Agreement. Subrecipient warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Subrecipient, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Subrecipient further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

26. AUTHORITY TO ENTER AGREEMENT
Subrecipient has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

27. COUNTERPARTS

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This Agreement may be signed in counterparts, each of which shall constitute an original.

28. SURVIVAL
All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

CITY OF COACHELLA
By: _______________________________
Printed Name: ______________________
Title: _____________________________
Date: _____________________________

RAICES CULTURA
By: _______________________________
Printed Name: Marnie Navarro
Title: Executive Director
Date: _____________________________

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EXHIBIT “1”

PRIME AGREEMENT

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SUBRECIPIENT AGREEMENT
This Subrecipient Agreement (“Agreement”), effective as of _________, 2026 (“Effective Date”) is entered into by and between the CITY OF COACHELLA, a municipal corporation of the State of California with its principal place of business located at 53990 Enterprise Way, Coachella, CA 92236 (“City”), and RAICES CULTURA, a California nonprofit public benefit corporation with its principal place of business located at 1536 7th Street, Coachella, CA 92236 (“Subrecipient”). City and Subrecipient shall be referred to herein individually as “Party” and collectively as “Parties.”

RECITALS
A. The City has entered into a Restricted Grant Agreement (RGA) with the California Department of Transportation (Caltrans), Agreement Number 74A1763, dated November 17, 2025 (“Prime Agreement”), for the Cesar Chavez Street Corridor Transformation Plan project (the “Project”), funded pursuant to Budget Act Line Item 2660-102-3290 under California Senate Bill No. 1 (SB-1), also known as the Road Repair and Accountability Act of 2017.

B. The Prime Agreement provides restricted grant funds in the amount of $393,740.00 to the City for the purpose of conducting transportation studies and planning within the Project area, as detailed in the Scope of Work and Project Cost and Schedule (Attachment II to the Prime Agreement), the Grant Application Guide (Attachment III to the Prime Agreement), and other attachments incorporated therein.

C. The City is responsible under the Prime Agreement for timely and satisfactorily completing all Project work within the budget and in accordance with the terms of the Prime Agreement.

D. The Subrecipient has been identified in the Scope of Work (Attachment II to the Prime Agreement) as a sub-applicant and partner to assist the City with Project management, coordination, community engagement, outreach, and other specified tasks essential to the Project.

E. The City desires to pass through a portion of the grant funds and delegate certain Project responsibilities to the Subrecipient, subject to the Subrecipient’s compliance with all applicable terms of the Prime Agreement, California law, and this Agreement.

F. This Agreement is intended to ensure that the Subrecipient performs its delegated responsibilities in full compliance with the Prime Agreement and all federal, state, and local laws, regulations, and requirements applicable to the use of SB-1 funds, including but not limited to Government Code Section 14460(a)(1) and 2 CFR Part 200 (Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards).

NOW, THEREFORE, in consideration of the mutual covenants and conditions herein, the parties agree as follows:

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1. INCORPORATION OF PRIME AGREEMENT

1.1 The Prime Agreement, including all attachments (e.g., Attachment I: Agency Resolution; Attachment II: Scope of Work and Project Cost and Schedule; Attachment III: Grant Application Guide), is incorporated herein and attached hereto as Exhibit “1.” The Subrecipient acknowledges receipt of a copy of the Prime Agreement and agrees to comply with all applicable terms, covenants, conditions, and obligations therein as if the Subrecipient were the “AGENCY” under the Prime Agreement, to the extent such terms are applicable to the Subrecipient’s scope of services.

1.2 In the event of any conflict between this Agreement and the Prime Agreement, the Prime Agreement shall control, except where this Agreement imposes more stringent requirements to ensure compliance with California law.

2. SCOPE OF SERVICES

2.1 The Subrecipient shall perform the services described in the Scope of Work (Attachment II to the Prime Agreement) assigned to Raices Cultura (“Services” or “Project Work”), including but not limited to:
(a) Assisting with identifying community-based partners to join the Project Advisory Group to direct the development of a comprehensive, inclusive, and effective community outreach and engagement plan.
(b) Leading and participating in community engagement events. (c) Identifying community stakeholders to include on the Advisory Group. (d) Developing publicity materials.
(e) Distributing flyer and posters to schools and businesses. (f) Assisting with the documentation of public input for inclusion in the Cesar Chavez Street Corridor Transformation Plan document.
(g) Staffing and helping to facilitate community engagement activities including workshops, focus group meetings and stakeholder listening sessions (in English and Spanish).

2.2 All Services shall be performed in accordance with the Project timeline in Attachment II to the Prime Agreement, the Grant Application Guide (Attachment III to the Prime Agreement), and all applicable federal, state, and local laws, regulations, ordinances, Caltrans policies and procedures, and published manuals.

2.3 The Subrecipient shall not subcontract any portion of its Services without the prior written approval of the City. Any approved subcontracts shall incorporate all applicable terms of this Agreement and the Prime Agreement.

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3. COMPENSATION AND PAYMENT

3.1 The maximum amount payable to the Subrecipient under this Agreement shall not exceed Fifty Thousand Dollars ($50,000) (“Grant Amount”). This amount is a portion of the Prime Agreement grant funds and is subject to the City’s receipt of funds from Caltrans.

3.2 Funds may only be used for the purpose set forth in this Agreement, the Prime Agreement, and the attachments to the Prime Agreement, and funds may only be used for costs and expenses that are directly related to such purpose.

3.3 Compensation shall be based on actual allowable costs incurred by the Subrecipient in performing the Services, in accordance with Section III, Paragraph 15 of the Prime Agreement (Payment and Invoicing). No in-kind contributions are allowed unless identified in advance and approved by both Parties in writing.

3.4 The Subrecipient shall submit invoices to the City at least quarterly but no more frequently than monthly, in arrears, for completed milestones. Invoices shall include:
(a) Names of Subrecipient personnel performing work.
(b) Dates, times, and locations of work.
(c) Itemized costs, including labor rates, hours, travel expenses (limited to State of California Department of Human Resources rates), and receipts. (d) Certification of compliance with this Agreement and the Prime Agreement.

3.5 Indirect costs are reimbursable only if the Subrecipient has an approved Indirect Cost Allocation Plan or Indirect Cost Rate Proposal per 2 CFR Part 200 and Chapter 5 of the Local Assistance Procedures Manual.

3.6 The City shall reimburse the Subrecipient for allowable costs within thirty (30) days of approval, subject to the City’s receipt of corresponding reimbursement from Caltrans. The Subrecipient must have paid for costs before claiming reimbursement.

3.7 All costs must be incurred after the City’s issuance of a Notice to Proceed and before the end of the Term.

4. TERM AND PERIOD OF PERFORMANCE

4.1 This Agreement shall become effective on the Effective Date or upon the City’s receipt of a Notice to Proceed from Caltrans under the Prime Agreement, whichever occurs later.

The term of this Agreement (“Term”) shall continue in full force and effect until June 30, 2028, unless earlier terminated in accordance with the provisions of Section 7 (Termination) herein or upon the expiration or termination of the Prime Agreement, whichever occurs first.

Notwithstanding the foregoing, the Subrecipient’s obligations regarding record retention, audits, indemnification, re-payment of unallowable costs, and any other provisions that by their nature survive termination shall remain in effect beyond the expiration or termination of this Agreement,

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as specified in the applicable sections hereof and in the Prime Agreement. The Subrecipient shall commence performance of the Services promptly upon the Effective Date and shall complete all Services in a timely manner consistent with the Project timeline set forth in Attachment II to the Prime Agreement. Time is of the essence in the performance of this Agreement.

4.2 The Subrecipient shall attend a kickoff meeting with the City within one week of the Notice to Proceed.

5. PASS-THROUGH OBLIGATIONS AND COMPLIANCE

5.1 Compliance with Laws, Regulations, and Policies. The Subrecipient shall perform all Services under this Agreement in accordance with California Senate Bill No. 1 (SB-1) (Chapter 5, Statutes of 2017), also known as the Road Repair and Accountability Act of 2017, including, but not limited to, Government Code Section 14460(a)(1), as well as all applicable Federal, State, and Local laws, regulations, and ordinances, all applicable Caltrans policies and procedures, and all applicable Caltrans published manuals, including, but not limited to, the applicable Grant Application Guide (Attachment III to the Prime Agreement). In case of conflict between any applicable Federal, State, and Local laws, regulations, and ordinances, and/or any applicable policies, procedures, or published manuals of either Caltrans or the City, the order of precedence of the applicability of same to this Agreement shall be established in this order: 1) Federal laws and regulations; 2) California laws and regulations; 3) Caltrans policies, procedures, and published manuals; 4) Local ordinances; and 5) City policies, procedures, and published manuals.

5.2 Payment and Invoicing. The Subrecipient shall establish and maintain an accounting system and records that properly accumulate and segregate incurred Project costs by line. The accounting system of the Subrecipient shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. Reimbursement of the Subrecipient’s expenditures will be authorized only for those allowable costs actually incurred by the Subrecipient in accordance with the provisions of this Agreement and the Prime Agreement and in the performance of the Services. The Subrecipient must not only have incurred the expenditures on or after the start date and the issuance of the Notice to Proceed letter for this Agreement and before the Expiration Date but must have also paid for those costs to claim any reimbursement. Travel expenses and per diem rates are not to exceed the rate specified by the State of California Department of Human Resources for similar employees (i.e., non-represented employees) unless written verification is supplied that government hotel rates were not then commercially available to the Subrecipient at the time and location required as specified in the California Department of Transportation’s Travel Guide Exception Process. The Subrecipient shall submit invoices to the City at least quarterly, but no more frequently than monthly, in arrears for completion of milestones in accordance with the Project Cost and Schedule in Attachment II to the Prime Agreement to the satisfaction of the City. Invoices shall reference this Agreement Number and shall be signed and submitted to the City. One-time lump sum invoices for the Grant Amount are not allowed. Invoices shall include the following information: 1) Names of the Subrecipient personnel performing work; 2) Dates and times of Project Work; 3) Locations of Project Work; 4) Itemized costs as set forth in Attachment II to the Prime Agreement, including identification of each employee who provided services during the period of the invoice, the number of hours and hourly rates for each employee, authorized travel expenses with receipts, receipts for authorized

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materials or supplies, and contractor, sub-recipient, and subcontractor invoices. Incomplete or inaccurate invoices shall be returned to the Subrecipient unapproved for correction. Failure to submit invoices on a timely basis may be grounds for termination of this Agreement for material breach per Section 7. The Agreement Expiration Date refers to the last date for the Subrecipient to incur valid Project costs or credits and is the date the Agreement expires. The Subrecipient has 60 days after that Expiration Date to make final allowable payments to Project contractors or vendors and submit the Project’s Final Product(s) as defined in Attachment II to the Prime Agreement and a final accurate invoice to the City for reimbursement for allowable Project costs. Any unexpended Project funds not invoiced by the 60th day will be reverted and will no longer be accessible to reimburse late Project invoices.

5.3 Cost Principles. The Subrecipient agrees to comply with Title 2, Code of Federal Regulations (CFR), Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The Subrecipient agrees that (a) Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31, et seq., shall be used to determine the allowability of individual Project costs and (b) the Parties shall comply with Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The Subrecipient shall comply with Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards to the extent applicable. Prior to the Subrecipient seeking reimbursement of indirect costs, the Subrecipient must have identified the estimated indirect cost rate in Attachment II to the Prime Agreement, prepare and submit annually to the City for review and approval an indirect cost rate proposal and a central service cost allocation plan (if any) in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards and Chapter 5 of the Local Assistance Procedures Manual. The Subrecipient agrees and shall require that all its agreements with consultants and sub-recipients contain provisions requiring adherence to this section in its entirety.

5.4 Repayment of Unallowable Costs. Any Project costs for which the Subrecipient has received payment or credit that are determined by subsequent audit to be unallowable under 2 CFR, Part 200, and/or Part 48, Chapter 1, Part 31, are subject to repayment by the Subrecipient to the City. Should the Subrecipient fail to reimburse moneys due the City within thirty (30) days of discovery or demand, or within such other period as may be agreed in writing between the parties hereto, the City is authorized to intercept and withhold future payments due the Subrecipient from the City or any third-party source, including, but not limited to, the State Treasurer, the State Controller or any other fund source.

5.5 Americans with Disabilities Act. By signing this Agreement, the Subrecipient assures the City that in the course of performing Project Work, it will fully comply with the applicable provisions of the Americans with Disabilities Act (ADA) of 1990, as amended, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA (42 USC Section 12101 et seq.).

5.6 Indemnification. Neither the City, Caltrans, nor any officer or employee thereof is responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by the Subrecipient, its officers, employees, agents, contractors, subrecipients, or