La Quinta City Council
April 1, 2025

CITY COUNCIL AGENDA Page 1 of 7 APRIL 1, 2025

CITY COUNCIL
AGENDA

CITY HALL COUNCIL CHAMBER
78495 Calle Tampico, La Quinta
REGULAR MEETING ON TUESDAY, APRIL 1, 2025
3:00 P.M. CLOSED SESSION | 4:00 P.M. OPEN SESSION
Members of the public may listen to this meeting by tuning-in live via www.laquintaca.gov/livemeetings.

CALL TO ORDER
ROLL CALL: Councilmembers: Fitzpatrick, McGarrey, Peña, Sanchez, and Mayor Evans

PUBLIC COMMENT ON MATTERS NOT ON THE AGENDA
At this time, members of the public may address the City Council on any matter not listed on the agenda pursuant to the “Public Comments – Instructions” listed at the end of the agenda.

The City Council values your comments; however, in accordance with State law, no action shall be taken on any item not appearing on the agenda unless it is an emergency item authorized by the Brown Act [Government Code § 54954.2(b)].

CONFIRMATION OF AGENDA

CLOSED SESSION

1. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION; PURSUANT TO PARAGRAPH (1) OF SUBDIVISION (d) OF GOVERNMENT CODE SECTION 54956.9;
CASES NAMES AND NUMBERS – MULTIPLE (listed below, all in U.S. Bankruptcy Court, District of Delaware)
CASE NAME: CASE NUMBER
SilverRock Development Company, LLC 24-11647
SilverRock Lifestyle Residences, LLC 24-11648
SilverRock Lodging, LLC 24-11650
SilverRock Luxury Residences, LLC 24-11652
SilverRock Phase I, LLC 24-11654
RGC PA 789, LLC 24-11657
City Council agendas and staff reports
are available on the City’s
web page: www.LaQuintaCA.gov
CLICK HERE to Return to Agenda
CITY COUNCIL AGENDA Page 2 of 7 APRIL 1, 2025

CONSENT CALENDAR
NOTE: Consent Calendar items are routine in nature and can be approved by one motion.

PAGE

1. ADOPT ORDINANCE NO. 621 ON SECOND READING AMENDING TITLE 7 HISTORIC PRESERVATION BY ADDING SECTION 7.06.050 REGARDING DEDESIGNATION PROCEDURES OF LANDMARK PROPERTIES AND DISTRICTS AND CHAPTER 7.09 REGARDING MILLS ACT CONTRACTS; CEQA: THE PROJECT IS EXEMPT FROM ENVIRONMENTAL REVIEW
PURSUANT TO SECTION 15061 (b)(3), COMMON SENSE EXEMPTION; LOCATION: CITY-WIDE
9 CLICK HERE to Return to Agenda

2. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION; PURSUANT TO PARAGRAPH (1) OF SUBDIVISION (d) OF GOVERNMENT CODE SECTION 54956.9;
NAME OF CASE: CITY OF LA QUINTA V. SILVERROCK DEVELOPMENT COMPANY, ET AL. (RIVERSIDE COUNTY SUP. CT. CASE NO. CVPS2404750)

3. PUBLIC EMPLOYEE PERFORMANCE EVALUATION (QUARTERLY REVIEW) PURSUANT TO GOVERNMENT CODE SECTION 54957, COUNCIL APPOINTED POSITION – CITY MANAGER

4. CONFERENCE WITH LABOR NEGOTIATOR PURSUANT TO GOVERNMENT CODE SECTION 54957.6, CITY DESIGNATED REPRESENTATIVE: WILLIAM H.

IHRKE; UNREPRESENTED EMPLOYEE – CITY MANAGER

RECESS TO CLOSED SESSION
RECONVENE AT 4:00 P.M.

REPORT ON ACTION(S) TAKEN IN CLOSED SESSION

PLEDGE OF ALLEGIANCE

PUBLIC COMMENT ON MATTERS NOT ON THE AGENDA
At this time, members of the public may address the City Council on any matter not listed on the agenda pursuant to the “Public Comments – Instructions” listed at the end of the agenda.

The City Council values your comments; however, in accordance with State law, no action shall be taken on any item not appearing on the agenda unless it is an emergency item authorized by the Brown Act [Government Code § 54954.2(b)].

ANNOUNCEMENTS, PRESENTATIONS, AND WRITTEN COMMUNICATIONS

1. SILVERROCK (FORMERLY TALUS) DEVELOPMENT PROJECT – STATUS UPDATE

2. CERTIFICATE OF RECOGNITION HONORING JUNIOR INSPIRATION AND

YOUTH ACHIEVEMENT AWARD RECIPIENT MAXIMILIAN RADI

3. CIVIC CENTER LAKE REPAIRS PROJECT UPDATE
CITY COUNCIL AGENDA Page 3 of 7 APRIL 1, 2025

2. ADOPT RESOLUTION AUTHORIZING THE CITY OF LA QUINTA AS A

MEMBER OF THE COACHELLA VALLEY POWER AGENCY, A JOINT
EXERCISE OF POWERS AGENCY [RESOLUTION NO. 2025-007]
23 3. APPROVE AGREEMENT FOR CONTRACT SERVICES WITH FIND FOOD

BANK TO PROVIDE MOBILE MARKET AND NON-PERISHABLE FOOD KITS

TO SENIORS AND LA QUINTA RESIDENTS
59 4. APPROVE AGREEMENT FOR CONTRACT SERVICES WITH NV5, INC. FOR

DESIGN SERVICES FOR WASHINGTON STREET SIDEWALK
IMPROVEMENTS AND AVENUE 50 SIDEWALK IMPROVEMENTS PROJECT NOS. 2023-03 AND 2024-01
95 5. APPROVE AMENDMENT NO. 1 TO AGREEMENT FOR CONTRACT SERVICES

WITH WILLDAN FINANCIAL SERVICES, INC FOR ANNUAL LEVY

ADMINISTRATIVE SERVICES FOR LANDSCAPE AND LIGHTING
ASSESSMENT DISTRICT 89-1
131

6. APPROVE AGREEMENT FOR CONTRACT SERVICES WITH GHD, INC. AND AUTHORIZE PHASE 1 DESIGN SERVICES FOR AVENUE 52 AT JEFFERSON STREET ROUNDABOUT IMPROVEMENTS PROJECT NO. 2024-10
139

7. AWARD CONTRACT TO CT&T CONCRETE PAVING INC. FOR THE CITYWIDE

MISCELLANEOUS AMERICANS WITH DISABILITIES ACT IMPROVEMENTS PROJECT NO. 2024-05, CDBG PROJECT NO. 4.LQ.50-24
177

8. AWARD CONTRACT TO THE LOWEST RESPONSIVE / RESPONSIBLE BIDDER FOR THE HIGHWAY 111 REHABILITATION PROJECT NO. 2022-25 181

9. APPROPRIATE FUNDS AND APPROVE TURF REPLACEMENT COSTS FOR

SILVERROCK RESORT GOLF COURSE
187

10. RECEIVE AND FILE REVENUE AND EXPENDITURE REPORT DATED DECEMBER 31, 2024
189

11. APPROVE DEMAND REGISTERS DATED MARCH 14 AND 21, 2025 195

BUSINESS SESSION
PAGE

1. RECEIVE AND FILE FISCAL YEAR 2024/25 BUDGET UPDATE REPORT,

APPROVE THE RECOMMENDED BUDGET ADJUSTMENTS, ADOPT

RESOLUTION TO RECLASSIFY ONE PERMIT TECHNICIAN POSITION AND

TWO ADMINISTRATIVE TECHNICIAN POSITIONS TO RECORDS

TECHNICIANS, AND APPROVE ADDITIONAL DISCRETIONARY PAYMENT TO

PAY OUTSTANDING PENSION OBLIGATIONS
[RESOLUTION NO. 2025-008]
215
CLICK HERE to Return to Agenda
CITY COUNCIL AGENDA Page 4 of 7 APRIL 1, 2025

2. APPROVE AGREEMENT FOR CONTRACT SERVICES WITH PACIFIC PLAY SYSTEMS, INC. FOR PLAYGROUND DESIGN AND INSTALLATION SERVICES FOR ADAMS PARK PLAYGROUND REPLACEMENT PROJECT NO. 2024-23 227

STUDY SESSION
PAGE

1. DISCUSS PROJECTS TO BE INCLUDED IN FISCAL YEARS 2025/26 THROUGH 2029/30 CAPITAL IMPROVEMENT PROGRAM
323
PUBLIC HEARINGS – None

DEPARTMENTAL REPORTS

1. CITY MANAGER

2. CITY ATTORNEY

3. CITY CLERK

4. COMMUNITY SERVICES

5. DESIGN AND DEVELOPMENT

6. FINANCE

7. PUBLIC SAFETY

8. PUBLIC WORKS
MAYOR’S AND COUNCIL MEMBERS’ ITEMS

REPORTS AND INFORMATIONAL ITEMS

1. CVAG CONSERVATION COMMISSION (Evans)

2. CVAG ENERGY AND SUSTAINABILITY COMMITTEE (Evans)

3. CVAG EXECUTIVE COMMITTEE (Evans)

4. VISIT GREATER PALM SPRINGS CONVENTION AND VISITORS BUREAU (Evans)

5. LEAGUE OF CALIFORNIA CITIES DELEGATE (Evans)

6. COACHELLA VALLEY WATER DISTRICT JOINT POLICY COMMITTEE (Evans)

7. ECONOMIC DEVELOPMENT SUBCOMMITTEE (Evans & Fitzpatrick)

8. DESERT SANDS UNIFIED SCHOOL DISTRICT COMMITTEE (Evans & Sanchez)

9. DESERT RECREATION DISTRICT COMMITTEE (Fitzpatrick & McGarrey)

10. COACHELLA VALLEY UNIFIED SCHOOL DISTRICT COMMITTEE (Fitzpatrick & Peña)

11. RIVERSIDE COUNTY TRANSPORTATION COMMISSION (Fitzpatrick)

12. CVAG TRANSPORTATION COMMITTEE (Fitzpatrick)

13. COMMUNITY SERVICE GRANT REVIEW COMMITTEE (Fitzpatrick & McGarrey)

14. COACHELLA VALLEY MOUNTAINS CONSERVANCY (McGarrey)

15. GREATER CV CHAMBER OF COMMERCE INFORMATION EXCHANGE COMMITTEE (Sanchez)

16. LEAGUE OF CALIFORNIA CITIES – ENVIRONMENTAL QUALITY POLICY COMMITTEE (McGarrey)

17. LEAGUE OF CALIFORNIA CITIES – EXECUTIVE COMMITTEE RIVERSIDE COUNTY DIVISION (McGarrey)

18. CANNABIS AD HOC COMMITTEE (Peña & Sanchez)

19. CVAG PUBLIC SAFETY COMMITTEE (Peña)
CLICK HERE to Return to Agenda
CITY COUNCIL AGENDA Page 5 of 7 APRIL 1, 2025

32. PLANNING COMMISSION MEETING MINUTES DATED FEBRUARY 25, 2025 333

33. FINANCIAL ADVISORY COMMISSION MEETING MINUTES DATED FEBRUARY 12, 2025
339

34. PALMS SPRINGS AIRPORT COMMISSION MEETING MINUTES DATED MARCH 19, 2025
343

ADJOURNMENT
*********************************
The next regular meeting of the City Council will be held on April 15, 2025, at 4:00 p.m. at the City Hall Council Chamber, 78495 Calle Tampico, La Quinta, CA 92253.

DECLARATION OF POSTING
I, Monika Radeva, City Clerk of the City of La Quinta, do hereby declare that the foregoing Agenda for the La Quinta City Council meeting was posted on the City’s website, near the entrance to the Council Chamber at 78495 Calle Tampico, and the bulletin board at the La Quinta Cove Post Office at 51321 Avenida Bermudas, on March 28, 2025.

DATED: March 28, 2025
MONIKA RADEVA, City Clerk
City of La Quinta, California
Public Notices
 Agenda packet materials are available for public inspection: 1) at the Clerk’s Office at La Quinta City Hall, located at 78495 Calle Tampico, La Quinta, California 92253; and 2) on CLICK HERE to Return to Agenda

20. CVAG HOMELESSNESS COMMITTEE (Peña)

21. COACHELLA VALLEY MOSQUITO AND VECTOR CONTROL DISTRICT (Peña)

22. SUNLINE TRANSIT AGENCY (Peña)

23. ANIMAL CAMPUS COMMISSION (Sanchez)

24. ART PURCHASE COMMITTEE (Sanchez & McGarrey)

25. CALIFORNIA JOINT POWERS INSURANCE AUTHORITY (Sanchez)

26. CALIFORNIA ASSOCIATION OF LOCAL AGENCY FORMATION COMMISSION (Sanchez)

27. LEAGUE OF CALIFORNIA CITIES – PUBLIC SAFETY COMMITTEE (Sanchez)

28. RIVERSIDE COUNTY AIRPORT LAND USE COMMISSION (Sanchez)

29. RIVERSIDE LOCAL AGENCY FORMATION COMMISSION (Sanchez)

30. SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS (Sanchez)

31. SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS REGIONAL COUNCIL (Sanchez)
CITY COUNCIL AGENDA Page 6 of 7 APRIL 1, 2025

the City’s website at www.laquintaca.gov/councilagendas, in accordance with the Brown Act [Government Code § 54957.5; AB 2647 (Stats. 2022, Ch. 971)].  The La Quinta City Council Chamber is handicapped accessible. If special equipment is needed for the hearing impaired, please call the City Clerk’s office at (760) 777-7123, 24- hours in advance of the meeting and accommodations will be made.  If background material is to be presented to the City Council during a City Council meeting, please be advised that 15 copies of all documents, exhibits, etc., must be supplied to the City Clerk for distribution. It is requested that this takes place prior to the beginning of the meeting.

PUBLIC COMMENTS - INSTRUCTIONS
Members of the public may address the City Council on any matter listed or not listed on the agenda as follows:

WRITTEN PUBLIC COMMENTS can be provided either in-person during the meeting by submitting 15 copies to the City Clerk, it is requested that this takes place prior to the beginning of the meeting; or can be emailed in advance to [email protected], no later than 12:00 p.m., on the day of the meeting. Written public comments will be distributed to Council, made public, and will be incorporated into the public record of the meeting, but will not be read during the meeting unless, upon the request of the Mayor, a brief summary of public comments is asked to be reported.

If written public comments are emailed, the email subject line must clearly state “Written Comments” and should include: 1) full name, 2) city of residence, and 3) subject matter.

VERBAL PUBLIC COMMENTS can be provided in-person during the meeting by completing a “Request to Speak” form and submitting it to the City Clerk; it is requested that this takes place prior to the beginning of the meeting. Please limit your comments to three (3) minutes (or approximately 350 words). Members of the public shall be called upon to speak by the Mayor.

In accordance with City Council Resolution No. 2022-027, a one-time additional speaker time donation of three (3) minutes per individual is permitted; please note that the member of the public donating time must: 1) submit this in writing to the City Clerk by completing a “Request to Speak” form noting the name of the person to whom time is being donated to, and 2) be present at the time the speaker provides verbal comments.

Verbal public comments are defined as comments provided in the speakers’ own voice and may not include video or sound recordings of the speaker or of other individuals or entities, unless permitted by the Mayor.

Public speakers may elect to use printed presentation materials to aid their comments; 15 copies of such printed materials shall be provided to the City Clerk to be disseminated to the CLICK HERE to Return to Agenda
CITY COUNCIL AGENDA Page 7 of 7 APRIL 1, 2025

City Council, made public, and incorporated into the public record of the meeting; it is requested that the printed materials are provided prior to the beginning of the meeting. There shall be no use of Chamber resources and technology to display visual or audible presentations during public comments, unless permitted by the Mayor.

All writings or documents, including but not limited to emails and attachments to emails, submitted to the City regarding any item(s) listed or not listed on this agenda are public records. All information in such writings and documents is subject to disclosure as being in the public domain and subject to search and review by electronic means, including but not limited to the City’s Internet Web site and any other Internet Web-based platform or other Web-based form of communication. All information in such writings and documents similarly is subject to disclosure pursuant to the California Public Records Act [Government Code § 7920.000 et seq.].

TELECONFERENCE ACCESSIBILITY – INSTRUCTIONS
Teleconference accessibility may be triggered in accordance with AB 2449 (Stats. 2022, Ch. 285), codified in the Brown Act [Government Code § 54953], if a member of the City Council requests to attend and participate in this meeting remotely due to “just cause” or “emergency circumstances,” as defined, and only if the request is approved. In such instances, remote public accessibility and participation will be facilitated via Zoom Webinar as detailed at the end of this Agenda.
*** TELECONFERENCE PROCEDURES***

APPLICABLE ONLY WHEN TELECONFERENCE ACCESSIBILITY IS IN EFFECT Pursuant to Government Code § 54953(f) [AB 2449, Stats. 2022, Ch. 285, Rubio].

Verbal public comments via Teleconference – members of the public may attend and participate in this meeting by teleconference via Zoom and use the “raise your hand” feature when public comments are prompted by the Mayor; the City will facilitate the ability for a member of the public to be audible to the City Council and general public and allow him/her/them to speak on the item(s) requested. Please note – members of the public must unmute themselves when prompted upon being recognized by the Mayor, in order to become audible to the City Council and the public.

Only one person at a time may speak by teleconference and only after being recognized by the Mayor.

ZOOM LINK: https://us06web.zoom.us/j/86171130130
Meeting ID: 861 7113 0130
Or join by phone: (253) 215 – 8782
Written public comments – can be provided in person during the meeting or emailed to the City Clerk’s Office at [email protected] any time prior to the adjournment of the meeting, and will be distributed to the City Council, made public, incorporated into the public record of the meeting, and will not be read during the meeting unless, upon the request of the Mayor, a brief summary of any public comment is asked to be read, to the extent the City Clerk’s Office can accommodate such request.

CLICK HERE to Return to Agenda
CLICK HERE to Return to Agenda
8 City of La Quinta
CITY COUNCIL MEETING: April 1, 2025

STAFF REPORT
AGENDA TITLE: ADOPT ORDINANCE NO. 621 ON SECOND READING AMENDING TITLE 7 HISTORIC PRESERVATION BY ADDING SECTION 7.06.050 REGARDING

DE-DESIGNATION PROCEDURES OF LANDMARK PROPERTIES AND DISTRICTS AND CHAPTER 7.09 REGARDING MILLS ACT CONTRACTS; CEQA: THE PROJECT IS EXEMPT FROM ENVIRONMENTAL REVIEW PURSUANT TO SECTION 15061 (b)(3), COMMON SENSE EXEMPTION; LOCATION: CITY-WIDE

RECOMMENDATION
Adopt Ordinance No. 621 on second reading amending Title 7 Historic Preservation of the La Quinta Municipal Code by adding Section 7.06.050 regarding De-designation of a Landmark Property or District and Chapter 7.09 regarding Mills Act contracts.

EXECUTIVE SUMMARY
 On March 18, 2025, Council introduced Ordinance No. 621 for first reading amending Title 7 Historic Preservation of the La Quinta Municipal Code (LQMC) by adding Section 7.06.050 regarding de-designation of a landmark property or district and Chapter 7.09 regarding Mills Act Contracts  If adopted on second reading, Ordinance No. 621 will go into effect 30 days after adoption, or on April 30, 2025.

FISCAL IMPACT
Property owners who enter into a Mills Act contract may realize property tax savings each year as the Riverside County Assessor’s office will assess the property using a formula based on the property’s income-generating potential (the “income approach”) rather than its market value. The County Assessor then compares this restricted value to the current market value and the factored base year value, also known as the “Proposition 13” value.

The lowest of the three values is used for the property tax bill. Staff estimates negligible impact to general fund revenues as a result of eligible properties entering into a Mills Act contract.

BACKGROUND/ANALYSIS
On March 18, 2025, Council introduced for first reading Ordinance No. 621 proposing the following amendments to Title 7 Historic Preservation of the LQMC:

CONSENT CALENDAR ITEM NO. 1
9 CLICK HERE to Return to Agenda
 Adding Section 7.06.050 De-designation of a landmark property or district to establish the process of de-designating a property from landmark status if the historic significance has been reduced or no longer exists or if the integrity of the landmark property or district has greatly diminished such that it no longer physically conveys its identified historical significance due to extensive unintentional damage, fire, flood, or natural disaster.
 Adding Chapter 7.09 Mills Act Contracts to establish procedures for the City to enter into Mills Act Contracts with owners of private landmark property who will preserve, restore and/or rehabilitate the property, as authorized by the Mills Act (California Government Code section 50280 et seq.). Mills Act contracts are for 10 years initial terms with automatic yearly extensions and stay with the property when transferred. Subsequent owners are bound by the contract and have the same rights and obligations as the original owner who entered into the contract.

An owner with a Mills Act contract will be required to submit a work plan that outlines a schedule of restoration, maintenance, and preservation activities that the owner commits to undertake over the duration of their Mills Act agreement in exchange for reduced property taxes, ensuring the historic integrity of the property is maintained throughout the contract period.

If adopted on second reading, Ordinance No. 621 will go into effect 30 days after adoption, or on April 30, 2025.

ENVIRONMENTAL REVIEW
The Design and Development Department has determined that the project is exempt from environmental review pursuant to Section 15061 (b)(3) of CEQA, Common Sense Exemption, as the project would not cause any adverse impacts on the environment.

ALTERNATIVES
As Council introduced Ordinance No. 621 at first reading, staff does not recommend an alternative.

Prepared by: Oscar Mojica, Deputy City Clerk
Approved by: Monika Radeva, City Clerk
10 CLICK HERE to Return to Agenda
ORDINANCE NO. 621

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
LA QUINTA, CALIFORNIA, AMENDING TITLE 7 HISTORIC

PRESERVATION OF THE LA QUINTA MUNICIPAL CODE
BY ADDING SECTION 7.06.050 REGARDING DEDESIGNATION OF A LANDMARK PROPERTY OR DISTRICT AND CHAPTER 7.09 REGARDING MILLS ACT

CONTRACTS
WHEREAS, the City Council of the City of La Quinta, California did, on March 18, 2025, consider an amendment to Title 7 of the La Quinta Municipal Code to add language regarding the implementation of Mills Act contracts and de-designation procedures for historic landmark properties and districts; and
WHEREAS, Title 7 of the La Quinta Municipal Code contains chapters that address the historic preservation of properties in the City; and WHEREAS, the proposed amendment is exempt under the California Environmental Quality Act (CEQA) pursuant to Section 15061 (b)(3) Review of Exemptions – Common Sense Rule and is consistent with the previously approved findings of the General Plan 2035 Environmental Impact Report (Environmental Assessment 2012-622) as the proposed amendment implements the goals, policies, and programs of the General Plan.

NOW, THEREFORE, the City Council of the City of La Quinta does ordain as follows:

SECTION 1. Title 7 shall be amended as written in “Exhibit A” attached hereto.

SECTION 2. The proposed amendment is exempt under the California Environmental Quality Act (CEQA) pursuant to Section 15061 (b)(3) Review of Exemptions – Common Sense Rule and is consistent with the previously approved General Plan 2035 Environmental Impact Report (Environmental Assessment 2012-622).

SECTION 3. EFFECTIVE DATE: This Ordinance shall be in full force and effect thirty (30) days after its adoption.

SECTION 4. POSTING: The City Clerk shall, within 15 days after passage of this Ordinance, cause it to be posted in at least three public places designated by resolution of the City Council (Resolution No. 2022-027), shall certify to the adoption and posting of this Ordinance, and shall cause this Ordinance and its certification, together with proof of posting to be entered into the permanent record of Ordinances of the City of La Quinta.

SECTION 5. CORRECTIVE AMENDMENTS: the City Council does hereby grant the City Clerk the ability to make minor amendments and corrections of typographical or clerical errors to “Exhibit A” to ensure consistency of all approved text amendments prior to the publication in the La Quinta Municipal Code.
11 CLICK HERE to Return to Agenda
Ordinance No. 621
Amending Title 7 Historic Preservation – adding Chapter 7.09 Mills Act Contracts & Section 7.06.050 De-Designation of Landmark Property or District
Adopted: April 1, 2025

SECTION 6. SEVERABILITY: If any section, subsection, subdivision, sentence, clause, phrase, or portion of this Ordinance is, for any reason, held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have adopted this Ordinance and each and every section, subsection, subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more section, subsections, subdivisions, sentences, clauses, phrases, or portions thereof be declared unconstitutional.

PASSED, APPROVED and ADOPTED, at a regular meeting of the La Quinta City Council held this 1st day of April 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________
LINDA EVANS, Mayor
City of La Quinta, California
ATTEST:
_________________________
MONIKA RADEVA, City Clerk
City of La Quinta, California
APPROVED AS TO FORM:
___________________________
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
12 CLICK HERE to Return to Agenda
La Quinta, California, Municipal Code
Title 7 HISTORIC PRESERVATION
La Quinta, California, Municipal Code Created: 2024-10-10 15:45:37 [EST] (Supp. No. 6, Update 1 )

Title 7

HISTORIC PRESERVATION
Chapter 7.02 GENERAL REGULATION AND ADMINISTRATION

7.02.010 Short title.

This title shall be known as the "historic preservation ordinance." (Ord. 238 § 2, 1993; Ord. 207 § 1, 1992)

7.02.020 Purpose and intent.

It is the intent and purpose of this title to:

A. Effect the protection, enhancement and perpetuation of historic resources, landmarks and districts that represent or reflect elements of the city's diverse cultural, social, economic, political and architectural history;
B. Safeguard the city's historic heritage, as represented by its historic resources, landmarks and historic districts;
C. Stabilize and improve property values;
D. Foster civic pride in the character and accomplishments of the past; E. Protect and enhance the city's attraction to residents, tourists and visitors and serve to support and stimulate business and industry;
F. Strengthen the economy of the city;
G. Promote the use of historic districts and landmarks for the education, enjoyment and welfare of the people of the city.
(Ord. 238 § 2, 1993; Ord. 207 § 1, 1992)

7.02.030 Boundaries and areas of application.

This title shall apply to all historic resources, publicly and privately owned, within the corporate limits of the city. (Ord. 238 § 2, 1993; Ord. 207 § 1, 1992)

7.02.040 Definitions.

Whenever the following words or terms are used in this title they shall have the meaning established by this section:
"Alteration" means any change or modification, through public or private action, of any historic resource or of any property located within a historic district, including, but not limited to, exterior changes to or modifications of a Ordinance No. 621
Amending Title 7 Historic Preservation
Adopted: April 1, 2025

EXHIBIT A
13 CLICK HERE to Return to Agenda
Created: 2024-10-10 15:45:36 [EST]
(Supp. No. 6, Update 1 )

structure or any of its architectural details or visual characteristics, including paint color and surface texture, grading, surface paving, new structures, cutting or removal of trees and other natural features, disturbances of archaeological sites or areas, and the placement or removal of any objects such as signs, plaques, light fixtures, street furniture, walls, fences, steps, plantings and landscape accessories affecting the historic qualities of the property.
"Archaeological site" means an area where remains of man or his activities prior to keeping of history are still evident.
"Certificate of appropriateness" means a certificate issued by the city council approving such plans, specifications, design or statements of work for any proposed alteration, restoration, construction, removal, relocation or demolition, in whole or in part, of or to any historic resource or to any improvement within a historic district. "Commission" means the planning commission established by this title. "Contributing structure" means a structure within a designated historic district which has a special character, special historic or aesthetic interest or value, and is incorporated into the district for that reason. "Exterior architectural feature" means the architectural style, design, general arrangement, components and natural features and all the outer surfaces of the improvement, including, but not limited to, the kind and texture of the building material, the type and style of all windows, doors, lights, signs, walls, fences, and other fixtures appurtenant to such improvement, and the natural form and appearance of any grade, rock, body of water, stream, tree, plant, shrub, road, path, walkway, plaza, fountain, sculpture, or other form of natural or artificial landscaping.
"Historic district" means any area which contains one (1) or more historic resources or landmarks which has a special character or special historical value, along with other structural, cultural, architectural, archaeological, agricultural, community or aesthetic value, or which represents one (1) or more architectural periods or styles typical to the history of the city, that has been designated a historic district pursuant to this title. "Historic resource" means improvements, including, but not necessarily limited to, buildings, landscape, structures, signs, features, sites, places, areas, or other objects of scientific, aesthetic, educational, cultural, architectural, agricultural or historic significance to the citizens of the city. "Historic resources inventory" means the historic resources inventory adopted and maintained by council pursuant to Chapter 7.06 of this title.
"Improvement" means any building, structure, place, site, structural work of art, landscape feature, plant life, lifeform, scenic condition, parking facility, fence, gate, wall or other object constituting a physical betterment of real property, or any part of such betterment.
"Landmark" means any property or improvement, manmade or natural, which has special historic, cultural, architectural, archaeological, community interest or value as part of the development, heritage or history of the city, the state of California, or the nation, and that has been designated as a landmark pursuant to this title. "Ordinary maintenance" means any cleaning, painting, and/or other restoration which does not result in the alteration of an improvement or landmark.
"Paleontological site" means an area where fossilized or otherwise preserved remains of plants or animals which generally predate man's emergence on the earth are still evident. "Person" means any individual, association, partnership, firm, corporation, public agency, or political subdivision. "Secretary of the Interior's Standards for Rehabilitation" means the Secretary of the Interior's Standards for Rehabilitation and Guidelines for Rehabilitating Historic Buildings by the U.S. Department of the Interior, or the National Park Service.
14 CLICK HERE to Return to Agenda
Created: 2024-10-10 15:45:36 [EST]
(Supp. No. 6, Update 1 )

"Site" means any parcel or portion of real property which has special character or special historic, cultural, archaeological, architectural, community or aesthetic value. (Ord. 536 § 1, 2016; Ord. 238 § 2, 1993; Ord. 207 § 1, 1992) Chapter 7.06 HISTORIC RESOURCES, HISTORIC LANDMARKS AND HISTORIC

DISTRICTS

7.06.010 Establishment of historic resources inventory.

The city council shall establish and maintain a historic resources inventory according to the requirements of the state historic preservation office.
(Ord. 536 § 2, 2016; Ord. 238 § 2, 1993; Ord. 207 § 1, 1992)

7.06.020 Criteria for historic resources inventory.

A historic resource may be considered for inclusion in the historic resource inventory based on one (1) or more of the following:

A. It exemplifies or reflects special elements of the city's cultural, social, economic, political, aesthetic, engineering or architectural history; or
B. It is identified with persons or events significant in local, state or national history; or C. It embodies distinctive characteristics of a style, type, period or method of construction, is a valuable example of the use of indigenous materials or craftsmanship or is representative of a notable work of an acclaimed builder, designer or architect; or
D. It is an archaeological, paleontological, botanical, geological, topographical, ecological or geographical site which has the potential of yielding information of scientific value; or E. It is a geographically definable area possessing concentration of site, buildings, structures, improvements or objects linked historically through location, design, setting, materials, workmanship, feeling and/or association, in which the collective value of the improvements may be greater than the value of each individual improvement.
(Ord. 536 § 2, 2016; Ord. 238 § 2, 1993; Ord. 207 § 1, 1992)

7.06.030 Landmark designation procedures.

Landmarks shall be established by the city council in the following manner:

A. Any person may request the designation of an improvement as a landmark by submitting a written request for such designation to the planning commission. The planning commission or city council may also initiate such proceedings by motion.

B. Any such request shall be filed with the planning and development department upon prescribed forms and shall include the following data:

1. Name and address of property owner and assessor's parcel number and address of site; 15 CLICK HERE to Return to Agenda
Created: 2024-10-10 15:45:37 [EST]
(Supp. No. 6, Update 1 )

2. Description of the proposed landmark, including special aesthetic, cultural, architectural or engineering interest or value of a historic nature, including information about the architecture, notable features, construction and other information indicating the historical significance of the site;

3. Sketches, photographs or drawings;

4. Statement of condition of the improvement;

5. Explanation of any known threats to the improvement of the site;

6. Additional information:
a. Site plan in appropriate scale,
b. Legal description of the property,
c. Photographs, old and recent,
d. Proposed use,
e. Existing zoning,
f. Bibliography and references,
g. Chain of title, if available.

C. Within forty-five (45) days of the date of the request, the commission shall hold a public hearing to review the landmark application according to the criteria of Section 7.06.020.

D. Notice of the public hearing shall be published in a paper of local circulation at least ten (10) days prior to the hearing date. In addition, notice of the date, place, time and purpose of the hearing shall be mailed, return receipt requested, to the owner of the proposed landmark property as shown on the last equalized assessment role at least fourteen (14) days prior to the date of the public hearing. Failure to send notice by mail to any property owner when the address of such owner is not on the latest equalized assessment role shall not invalidate any proceedings in connection with the proposed designation.

E. A notice of the request for designation as a landmark shall be forwarded to the building and safety department and no building or demolition permits for any alteration to any exterior architectural features of the proposed landmark shall be issued while the matter is pending final decision.

F. After the public hearing, the commission shall, by resolution, make a report and recommendation to the city council. If the commission determines that the improvement does not meet landmark criteria, the process shall terminate and the commission shall notify the property owner and applicant of such termination in writing within ten (10) days of the commission's determination. If the commission determines that the historical resource warrants landmark designation and the property owner has consented to same in writing, then the commission shall submit a written recommendation to the city council incorporating its reasons in support of the proposed landmark designation. Without the property owner's consent to the proposed designation, the proposal shall terminate.

G. The city council shall hold a public hearing on the proposed historic landmark designation within thirty (30) days of the receipt of the recommendation from the commission.

H. At the conclusion of the public hearing on the proposed designation, the city council shall, by resolution, designate, conditionally designate, or disapprove the designation of the landmark. Written notice of the city council action shall be mailed to the property owner. (Ord. 536 § 2, 2016; Ord. 238 § 2, 1993; Ord. 207 § 1, 1992) 16 CLICK HERE to Return to Agenda
Created: 2024-10-10 15:45:37 [EST]
(Supp. No. 6, Update 1 )

7.06.040 Historic district designation procedures.

Historic districts shall be established by the city council in the following manner:

A. The procedures for designating a historic district shall be the same as for designating a landmark, except as otherwise provided in this section.

B. Any application for designation of a historic district shall be filed with the planning and development department upon the prescribed form and shall include the following data:

1. Boundaries of the proposed district and a list of names and addresses of property owners, assessor's parcel numbers and addresses of properties within the boundaries;

2. Description of the proposed historic district, including special aesthetic, cultural, architectural or engineering interest or value of a historical nature;

3. Sketches, photographs or drawings;

4. Statement of condition of structures and improvements within the district;

5. Explanation of any known threats to any historic resource within the district;

6. Other information requested by the planning and development department.

C. If written consent of two-thirds (⅔) of the owners of property within the proposed district to the proposed designation is not obtained at the time of the planning commission hearing, the process shall terminate and the commission shall notify the property owners and applicant of the termination within fourteen (14) days of the commission's determination.

D. If the commission determines that the area warrants historic district designation, it shall submit a written recommendation to the city council incorporating its reasons in support of the proposed district designation, within thirty (30) days of its decision. Such recommendation shall include a report containing the following information:

1. A map showing the proposed boundaries of the historic district and identifying all structures within the boundaries, contributing or noncontributing;

2. An explanation of the significance of the proposed district and description of the cultural resources within the proposed boundaries;

3. Recommendations as to appropriate permitted uses, special uses, height and area regulations, minimum dwelling size, floor area, sign regulations, parking regulations and any other modification to existing development standards necessary or appropriate to the preservation of the proposed historic district;

4. Proposed design guidelines for applying the criteria for review of certificates of appropriateness to the nominated historic district.
(Ord. 536 § 2, 2016; Ord. 238 § 2, 1993; Ord. 207 § 1, 1992)

7.06.050 De-designation of a landmark property or district.

A. Findings of Fact. De-designation of a landmark property or district may be initiated by the property owner or by the City based on one or more of the following findings of fact.

1. New evidence is provided to the City that demonstrates the previously identified historical significance of the landmark property or district has been reduced or no longer exists such that the landmark property or district no longer meets the eligibility criteria; or 17 CLICK HERE to Return to Agenda
Created: 2024-10-10 15:45:37 [EST]
(Supp. No. 6, Update 1 )

2. The landmark property or district was designated inaccurately based on incorrect information; or

3. The integrity of the landmark property or district itself has been greatly diminished such that it no longer physically conveys its identified historical significance resultant from extensive unintentional damage, fire, flood, or natural disaster.

B. Historic Landmark Assessment Report. A Historic Landmark Assessment Report may be required, at the Design and Development Director’s discretion, as part of the de-designation request, and will be paid for by the applicant. The Historic Landmark Assessment Report shall respond to the findings of fact included in this section and shall be provided to the Planning Commission and City Council.

C. De-designation Procedures

1. Pursuant to the California Environmental Quality Act, the City shall complete the appropriate environmental review for the proposed de-designation process.

2. The Planning Commission shall consider all landmark de-designation requests and associated Historic Landmark Assessment Reports as well as any other information provided by the applicant or the Director. Upon consideration at a regularly scheduled public hearing, the Planning Commission shall forward a recommendation to the City Council to de-designate or to not dedesignate the property or district in question.

3. If one or more of the findings of fact exist, the City Council, at a regularly scheduled public hearing, may:
a. De-designate the landmark property or district and update or cancel the Mills Act Agreement accordingly; or
b. Maintain the previous designation assigned.

E. Filing fees for de-designation of a landmark property or district shall be determined by resolution of the City Council.

Chapter 7.08 PERMITS AND PERMIT PROCEDURES

7.08.010 Permits to work on historic resources, landmark or historic district.

A. It is unlawful for any person to tear down, demolish, construct, alter, remove or relocate any improvement or any portion thereof which has been designated a historic landmark pursuant to the provisions of this chapter, or which lies within a historic district, or to alter in any manner any feature of such a designated landmark, landmark site or improvement within a historic district without first obtaining a permit in the manner provided in this chapter.

B. No board, department or commission shall grant any permit to carry out such work on a designated landmark, landmark site or within a historic district, unless a permit has previously been issued by the city council as provided in this chapter. No application for a building permit, demolition permit, grading permit, redevelopment permit, conditional use permit, variance, development plan, zone change, tentative parcel or subdivision maps, or any other permit which would allow the addition of a designated landmark, landmark site or any improvement in a historical district, shall be deemed complete unless a permit has previously been issued pursuant to this chapter.

C. No permit shall be necessary for ordinary maintenance and repair if the proposed work will not alter or change the style, color, design, features or character of the landmark site or improvement and a permit is not required under Section 301(b) of the Uniform Building Code, nor does this chapter prevent the construction, reconstruction, alteration, restoration, demolition or removal of any such improvement when the building and safety department certifies to the council that such action is required for the public safety 18 CLICK HERE to Return to Agenda
Created: 2024-10-10 15:45:37 [EST]
(Supp. No. 6, Update 1 )

due to an unsafe or dangerous condition which cannot be rectified through the use of the State Historical Building Code.
(Ord. 238 § 2, 1993; Ord. 207 § 1, 1992)

7.08.020 Permit procedure.

A. An application for a permit to do work in a historic district or on a designated landmark shall be submitted to the planning and development department on forms provided by the planning and development director.

This application must include the plans and specifications for the proposed work. Within thirty (30) days of the receipt of the complete application the commission shall review the application and shall make a written report to the city council. The city council shall hold a public hearing on the application within thirty (30) days of receipt of the commission's report. Notice of the public hearing shall be given as provided in Section

9.164.040 of this code.

B. At the conclusion of the public hearing on the permit application, the city council shall, by resolution, issue or deny, in whole or in part, any permit application.
(Ord. 238 § 2, 1993; Ord. 207 § 1, 1992)

7.08.030 Permit criteria.

The city council shall issue a permit for the proposed work if, and only if, it determines:

A. In the case of a designated historical site, that the proposed work would not detrimentally alter, destroy or adversely affect any architectural or landscape improvement; B. If the owner of a designated historical site or landmark demonstrates to the city council that such property cannot be economically used and denial of a permit would deprive the owner of all or most of his or her economic interest in the property, the council may issue the permit with an effective date one hundred eighty (180) days from the date of issuance of the permit to allow time for the investigation of alternatives to the work proposed in the permit application, such as acquisition of site or improvement by the city or a public interest group;
C. In the case of construction of a new improvement, upon a historic site, that the exterior of such improvement will not adversely affect and will be compatible with the external appearance of existing historically designated improvements in said site;
D. That the applicant has presented clear and convincing evidence of facts demonstrating to the satisfaction of the city council that such disapproval will impose immediate and substantial hardship on the applicant because of conditions peculiar to the person seeking to carry out the proposed work, whether this be property owner, tenant or resident, or because of conditions peculiar to the particular improvement, or other feature involved, and that approval of the application will be consistent with the purposes of this chapter.
(Ord. 238 § 2, 1993; Ord. 207 § 1, 1992)

7.08.040 Duty to keep in good repair.

The owner, occupant or other person legally responsible for a landmark or historic district shall keep in good repair all portions of such landmark, district or historic site when subject to control as specified in the designating ordinance or permit and all interior portions and appurtenances thereof whose maintenance is necessary to 19 CLICK HERE to Return to Agenda
Created: 2024-10-10 15:45:37 [EST]
(Supp. No. 6, Update 1 )

prevent deterioration and decay of the historic resource. It shall be the duty of the building and safety director or designee to enforce this section.
(Ord. 238 § 2, 1993; Ord. 207 § 1, 1992)

7.08.050 Existing improvements.

All repairs, alterations, reconstructions, restorations or changes in use of existing improvements shall conform to the requirements of the state historical building code. (Ord. 238 § 2, 1993; Ord. 207 § 1, 1992)
Chapter 7.09 MILLS ACT CONTRACTS

7.09.010 Mills Act contracts
A. This section implements the Mills Act (California Government Code section 50280 et seq.), related to landmark property contracts. The Mills Act authorizes local governments to enter into contracts with owners of private landmark property who will preserve and, when necessary, restore and rehabilitate the property. As consideration for the preservation, restoration, and rehabilitation of the property, a Mills Act contract will qualify the property for an assessment of valuation in accordance with California Revenue and Taxation Code section 439 et seq., which may result in tax savings for the property owner.

B. An owner of a property that is designated as a landmark pursuant to Title 7 is eligible and may apply to enter into a Mills Act contract with the city.

C. The City Council, by resolution, may limit the number of Mills Act contracts the city enters in any calendar year.

D. When considering whether an applicant is suitable for a Mills Act contract, the city shall evaluate applications that demonstrate any of the following:

1. The property is particularly significant due to its historic integrity, location, or other attribute.

2. The applicant has the ability to preserve and, when necessary, restore and rehabilitate the property.

3. The preservation and, when necessary, restoration and rehabilitation of the property will enhance the city's inventory of historic and cultural resources and landmark properties.

E. The Planning Division of the Design and Development Department shall make available Mills Act application materials.

F. A property owner who wishes to enter into a Mills Act contract with the city must submit an application to the Design and Development Director and pay a processing and administrative fee in an amount established by resolution of the city council. The Design and Development Director, or his or her designee, within 60 days of receipt of a complete application, shall determine the applicant's suitability for a Mills Act contract based on subsections B and D above. If the Design and Development Director, or his or her designee, determines the applicant is suitable for a Mills Act contract, the Design and Development Director, or his or her designee, shall prepare and make recommendations on the contents of the contract for consideration by the City Council.
20 CLICK HERE to Return to Agenda
Created: 2024-10-10 15:45:37 [EST]
(Supp. No. 6, Update 1 )

G. The City Council may, in its sole discretion, approve, approve with conditions, or deny the proposed contract.

H. A Mills Act contract application that has been denied by the City Council cannot be resubmitted for one year from the date of City Council action.

Chapter 7.10 ENFORCEMENT—PENALTIES

7.10.010 Enforcement.

A. Whenever any alteration, demolition, relocation, construction, or grading of any site is being done contrary to the provisions of this title, the building and safety director or designee may order the action stopped by notice in writing served on any person or persons engaged in the doing or causing of such action, and any such person or persons shall forthwith stop such activity until authorized by the building and safety director or designee to proceed.

B. It is unlawful for any person to carry out any work on any improvement or site in violation of a notice stopping such work.

C. Any violation of the provisions of this title shall constitute a public nuisance. (Ord. 238 § 2, 1993; Ord. 207 § 1, 1992)

7.10.020 Restitution.

Upon damage, destruction or removal of a historic resource, designated landmark or historic district without permit, the planning commission shall review the action and make recommendation for restitution commensurate with damage inflicted, specifically assessing the historic, as well as economic, value of the resource destroyed. (Ord. 536 § 3, 2016; Ord. 238 § 2, 1993; Ord. 207 § 1, 1992) 21 CLICK HERE to Return to Agenda

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

CITY OF LA QUINTA )
I, MONIKA RADEVA, City Clerk of the City of La Quinta, California, do hereby certify the foregoing to be a full, true, and correct copy of Ordinance No. 621 which was introduced at a regular meeting on the 18th day of March, 2025, and was adopted at a regular meeting held on the 1st day of April, 2025, not being less than 5 days after the date of introduction thereof.

I further certify that the foregoing Ordinance was posted in three places within the City of La Quinta as specified in the Rules of Procedure adopted by City Council Resolution No. 2022-027.
________________________
MONIKA RADEVA, City Clerk
City of La Quinta, California

DECLARATION OF POSTING
I, MONIKA RADEVA, City Clerk of the City of La Quinta, California, do hereby certify that the foregoing ordinance was posted on the day of , 2025, pursuant to Council Resolution.
________________________
MONIKA RADEVA, City Clerk
City of La Quinta, California
22 CLICK HERE to Return to Agenda
City of La Quinta
CITY COUNCIL MEETING: April 1, 2025

STAFF REPORT
AGENDA TITLE: ADOPT RESOLUTION AUTHORIZING THE CITY OF LA QUINTA AS

A MEMBER OF THE COACHELLA VALLEY POWER AGENCY, A JOINT EXERCISE

OF POWERS AGENCY

RECOMMENDATION
Adopt a Resolution authorizing the City of La Quinta as a member of the Coachella Valley Power Agency, a Joint Exercise of Powers Agency.

EXECUTIVE SUMMARY
 The Coachella Valley Power Agency (CVPA) is a joint powers agency operating under California’s Joint Exercise of Powers Act, an independent public agency for Riverside County and the Coachella Valley (CV) giving stakeholders the authority to address electrical infrastructure needs and services currently provided by Imperial Irrigation District (IID).
 On March 18, 2025, Council authorized La Quinta’s membership in the CVPA, and authorized the City Manager to execute the Joint Powers Agreement (JPA).

FISCAL IMPACT – None

BACKGROUND/ANALYSIS
The 99-year Agreement of Compromise, which expires on December 31, 2032, between IID and Coachella Valley Water District (CVWD) made IID the primary electrical service provider for the City and greater Coachella Valley. But the five-member IID Board of Directors has always been limited to Imperial County residents, leaving Riverside County residents ineligible to serve on the Board or elect its members. Today, the CV accounts for approximately 65% of IID’s energy revenues.

Addressing the growing electrical infrastructure needs of the CV communities served by IID is a top priority for the region. At the 2025 Community Workshop, La Quinta residents listed addressing the pending IID/CVWD Agreement of Compromise and electrical equipment needs as their No. 1 priority.

Increasing population, new developments, electrical system reliability, aging infrastructure, capacity limitations, occasional power service outages, and enabling the CONSENT CALENDAR ITEM NO. 2
23 CLICK HERE to Return to Agenda
timely implementation of electric power capital improvements are issues, among others, that have driven the need for CV stakeholders to provide oversight on electrical service matters.

The CVPA represents a collaborative approach of various stakeholders to address representation and electrical infrastructure needs of the CV area, currently served by IID, and its members would have the ability to exercise powers to promote, develop, conduct, operate, and manage energy generation and distribution in the eastern CV towards achieving reliable, cost-effective public power. Eligible CVPA members listed in the JPA include the Cities of La Quinta, Indio, Coachella, Indian Wells, Palm Desert and Rancho Mirage, Riverside County, and specified local Native Tribes.

On December 3, 2024, Council expressed support for the JPA for the formation and governance of a new joint exercise of powers agency, the CVPA, an independent public agency to be formed and operated under the powers and obligations pursuant to the Joint Exercise of Powers Act (California Government Code Section 6500 et seq.).

On March 18, 2025, Council approved the JPA for the CVPA, considered as Business Session Item No. 3, and directed staff to bring back a resolution to memorialize the authorization for the City to be a member of the CVPA.

The JPA sets forth various terms and conditions to govern the CVPA, including regular quarterly meetings, procedures for requesting and approving weighted voting, and adopting bylaws and other governing documents. Additionally, pursuant to the JPA, the Coachella Valley Association of Governments (CVAG) is the entity that will administer and manage the CVPA at the beginning of its formation while the CVPA works to hire its own staff.

ALTERNATIVES
As Council approved the JPA and authorized La Quinta’s membership in the CVPA at the March 18, 2025, meeting staff does not propose an alternative.

Prepared by: Sherry Barkas / Communications Specialist
Approved by: Jon McMillen / City Manager
24 CLICK HERE to Return to Agenda
RESOLUTION NO. 2025 – XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

LA QUINTA, CALIFORNIA, AUTHORIZING THE CITY OF

LA QUINTA AS A MEMBER OF THE COACHELLA VALLEY

POWER AGENCY, A JOINT EXERCISE OF POWERS
AGENCY
WHEREAS, the 99-year Agreement of Compromise between the Coachella Valley Water District (CVWD) and Imperial Irrigation District (IID), making IID the electrical service provider for the City of La Quinta and the greater Coachella Valley expires on December 31, 2032; and
WHEREAS, the IID Board of Directors is comprised of five officials elected by registered voters within IID’s jurisdictional boundary, which is limited to Imperial County; and
WHEREAS, Riverside County’s voters have never been eligible to serve on IID’s Board of Directors or vote in IID’s elections even though approximately 65% of IID’s energy revenues are generated by ratepayers in the Coachella Valley; and WHEREAS, increasing population, new developments, electrical system reliability, aging infrastructure, capacity limitations, occasional power service outages, and enabling the timely implementation of electric power capital improvements are issues, among others, that have driven the need for Coachella Valley stakeholders to provide oversight on electrical service matters; and
WHEREAS, addressing the growing electrical infrastructure needs in the Coachella Valley communities served by IID is an imperative priority for the City of La Quinta and the region; and
WHEREAS, on December 3, 2024, the City Council expressed support for that certain Joint Powers Agreement (JPA), incorporated herewith as Exhibit A, for the formation and governance of a new joint exercise of powers agency, the Coachella Valley Power Agency (CVPA), an independent public agency to be formed and operating under the powers and obligations pursuant to the Joint Exercise of Powers Act, California Government Code Section 6500 et seq., which independent public agency would give stakeholders the authority to address electrical infrastructure needs and services; and WHEREAS, on December 12, 2024, the IID Coachella Valley Energy Commission (disbanded effective December 31, 2024) adopted a resolution endorsing the draft JPA for the CVPA as the best way to move forward; and
25 CLICK HERE to Return to Agenda
Resolution No. 2025 – xxx
Authorizing La Quinta’s Membership in the Coachella Valley Power Agency Adopted: April 1, 2025

WHEREAS, on March 18, 2025, the City Council at its regular meeting approved the JPA for the CVPA and directed staff to bring back a resolution to memorialize the authorization for the City of La Quinta to be a Member of the CVPA; and WHEREAS, the CVPA represents a collaborative approach of various stakeholders to address representation and electrical infrastructure needs of the Coachella Valley; and
WHEREAS, members of the CVPA would have the ability to exercise powers to promote, develop, conduct, operate, and manage energy generation and distribution in the eastern Coachella Valley toward achieving reliable, cost-effective public power; and WHEREAS, the JPA lists the proposed initial members of the CVPA, which include the Cities of La Quinta, Indio, Coachella, Indian Wells, Palm Desert, and Rancho Mirage, as well as Riverside County and specified local Native Tribes; and WHEREAS, the JPA sets forth various terms and conditions to govern the CVPA, including regular quarterly meetings, procedures for requesting and approving weighted voting, and adopting bylaws and other governing documents; and WHEREAS, the Coachella Valley Association of Governments (CVAG) is the entity that, in accordance with the JPA, will administer and manage the CVPA at the beginning of its formation while the CVPA works to hire its own staff.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of La Quinta, California, as follows:

SECTION 1. The foregoing recitals are true and correct, and constitute the findings of the City Council.

SECTION 2. That the City Council hereby authorizes the City of La Quinta to be a Member of the Coachella Valley Power Agency, a California Joint Exercise of Powers Agency established and operating pursuant to the Joint Exercise of Power Act, Government Code Section 6500 et seq.

SECTION 3. The authorization for the City of La Quinta to be a Member of the Coachella Valley Power Agency shall remain in place unless and until either: (a) the City Council adopts a Resolution to withdraw as a Member pursuant to applicable terms and conditions in the Joint Powers Agreement for the Coachella Valley Power Agency, or (b) the Coachella Valley Power Agency is terminated pursuant to the Joint Powers Agreement, the provisions of the Joint Exercise of Powers Act, or other applicable law.

SECTION 4. The City Manager, or designee, is hereby authorized and directed to take such other and further actions, and execute such other and further agreements and 26 CLICK HERE to Return to Agenda
Resolution No. 2025 – xxx
Authorizing La Quinta’s Membership in the Coachella Valley Power Agency Adopted: April 1, 2025

documents, as are necessary and proper in order to implement this Resolution on behalf of the City.

SECTION 6. This Resolution shall go into effect upon adoption.

PASSED, APPROVED, and ADOPTED at a regular meeting of the La Quinta City Council held on this 1st day of April, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

________________________
LINDA EVANS, Mayor
City of La Quinta, California
ATTEST:
_________________________
MONIKA RADEVA, City Clerk
City of La Quinta, California
APPROVED AS TO FORM:
___________________________
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
27 CLICK HERE to Return to Agenda
65285.00001\42665621.4

COACHELLA VALLEY POWER AGENCY

JOINT POWERS AGREEMENT
Draft Dated 3-14-2025
Among the Following Parties:

Augustine Band of Cahuilla Indians
Cabazon Band of Cahuilla Indians
City of Coachella
Coachella Valley Water District
Torres Martinez Desert Cahuilla Indians
City of Indio
City of Indian Wells
City of La Quinta
Twenty-Nine Palms Band of Mission Indians
City of Palm Desert
County of Riverside
City of Rancho Mirage
Resolution No. 2025-007

EXHIBIT A
Coachella Valley Power Agency JPA
Adopted: April 1, 2025
28 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
2 COACHELLA VALLEY POWER AGENCY

JOINT POWERS AGREEMENT

This Joint Powers Agreement (“Agreement”), dated for reference purposes as of May 1, 2025, is made and entered into pursuant to the provisions of Title 1, Division 7, Chapter 5, Article 1 (Section 6500 et seq.) of the California Government Code relating to the joint exercise of powers among the parties set forth in Exhibit B (individually “Party” or “Member”, collectively “Parties” or “Members”). The term “Parties” or “Members” shall also include an incorporated municipality, county, Indian tribe or other eligible entity added to this Agreement in accordance with Section 2.4.

RECITALS
A. Chapter 5 of Division 7 of Title 1 of the California Government Code (the “Act”) authorizes the Parties to create a joint exercise of powers entity which has the power to exercise any powers common to the Parties and to exercise additional powers granted to it under the Act or other California statutes, as applicable.

B. The Parties share various powers under California law, including but not limited to the power to manage, own, operate, purchase, supply, transport, aggregate electricity related enterprises, facilities, equipment, and programs for themselves and customers within their jurisdictions.

C. The Parties, by and through this Agreement, desire to establish a separate public agency, known as the Coachella Valley Power Agency, or CVPA, under the provisions of the Act (including without limitation Section 6502.1 of the Act), in order to collectively: (i) work collaboratively with the Imperial Irrigation District (“IID”) to enable flexibility in addressing the unique needs of CVPA, subgroups of its Members and each of its Members concerning generation and distribution electric services in the eastern Coachella Valley, and (ii) evaluate pathways to transition into a standalone provider of electric generation and distribution services in the eastern Coachella Valley.

D. The purpose of this Agreement is to establish an independent public agency, in order to exercise powers common to each Party, and to exercise additional powers granted to it under the Act and or other relevant legislative authorization(s), including to promote, develop, conduct, operate, and manage energy generation and distribution in the eastern Coachella Valley toward achieving reliable, cost-effective public power.

E. The purpose and intent further include long- and short-term investigation for establishing a stand-alone, integrated publicly-owned electric utility 29 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
3 that is locally controlled and supports anticipated growth and development in eastern Coachella Valley, delivery of cost-competitive electricity, product choice, price stability, and augments energy-related climate goals of the Members.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions hereinafter set forth, it is agreed by and among the Parties as follows:

ARTICLE 1: DEFINITIONS AND EXHIBITS

1.1 Definitions. Capitalized terms used in the Agreement shall have the meanings specified in Exhibit A, unless the context requires otherwise.

1.2 Documents Included. This Agreement consists of this document and the following exhibits, all of which are hereby incorporated into this Agreement.

Exhibit A: Definitions
Exhibit B: List of the Proposed Initial Parties
Exhibit C: Annual Energy Use
Exhibit D: Voting Shares
Exhibit E: Signatures
ARTICLE 2: FORMATION OF COACHELLA VALLEY POWER AGENCY

2.1 Effective Date and Term. This Agreement shall become effective and CVPA shall exist as a separate public agency on May 1, 2025, or when at least three of the proposed initial Parties listed in Section 2.4.1 representing a total of at least 50% of the “Annual Energy %” listed in Exhibit C execute this Agreement, whichever occurs later. CVPA shall provide notice to the Parties of the Effective Date. CVPA shall continue to exist, and this Agreement shall be effective, until this Agreement is terminated in accordance with Section 6.4, subject to the rights of the Parties to withdraw from CVPA.

2.2 Formation. There is formed as of the Effective Date a public agency named Coachella Valley Power Agency. Pursuant to Sections 6506 and 6507 of the Act, CVPA is a public agency separate from the Parties.

Pursuant to Section 6508.1 of the Act, the debts, liabilities or obligations of CVPA shall not be debts, liabilities or obligations of the individual Parties unless the governing board of a Party agrees in writing to assume any of the debts, liabilities or obligations of CVPA. A Party who has not agreed to assume a CVPA debt, liability or obligation shall not be responsible in any way for such debt, liability or obligation even if a majority of the Parties agree to assume the debt, liability or obligation of 30 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
4 CVPA. Notwithstanding the above, if CVPA contracts with a public retirement system, the above provisions shall not apply with respect to the retirement liabilities of CVPA pursuant to Section 6508.1 of the Act.

Notwithstanding Section 7.5 of this Agreement, this Section 2.2 may not be amended unless such amendment is approved by the governing body of each Party.

2.2.1 Name. CVPA may change its name at any time through adoption of a resolution of the Board of Directors.

2.3 Purpose. The purpose of this Agreement is to establish an independent public agency in order to exercise powers common to each Party, and to exercise additional powers granted to it under the Act and or other relevant legislative authorization(s), in order to collectively address the unique needs of CVPA and each of its members concerning electric service in the eastern Coachella Valley and study and evaluate pathways to a transition to a standalone provider of electrical services in the eastern Coachella Valley. The purpose and intent further include longand short-term investigation, planning, constructing, owning, operating and managing power generation and delivery facilities through collaborative arrangements with one or more power related organizations. Such investigations could include any or all of the following:
a. Providing IID with the flexibility and ability to address the unique concerns and needs of CVPA and its individual Members, wherein it may be appropriate to apply rates, rules, regulations, and/or orders within the Coachella Valley that may differ from the rates, rules, regulations, and/or orders applicable to electric service within IID’s general jurisdictional boundary.
b. Evaluating pathways to a transition to a standalone provider of electrical services in the eastern Coachella Valley.
c. Establishing a stand-alone, integrated publicly owned utility.
d. Planning, constructing, owning, operating and managing electric power generation and distribution facilities within or for the benefit of the jurisdictions of the Parties within the eastern Coachella Valley.
e. Providing electric power and other forms of energy and energy services to customers at a competitive cost.
f. Promoting long-term electric rate stability, energy security, quality and reliability for residents through local control of electric 31 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
5 generation resources and other energy related equipment and facilities.
g. Providing a vehicle for Parties to discuss, plan, implement and manage energy related policies which may benefit the Parties and the constituencies they represent.
h. Reviewing, promoting and administering, as applicable, effective and efficient use and allocation of Public Benefits Charge(s) pursuant to California Public Utilities Commission collection of such charges, or similar successor charges, for Members of CVPA.
i. Carrying out efficiency and conservation programs related to energy consumption.
j. Coordinating, cooperating and contracting with other energy related organizations to attain and improve energy production, efficiency and delivery facilities affecting the Parties and neighboring jurisdictions.
k. Entering into collaborative relationships with neighboring public power entities and other organizations and companies to help achieve the power supply generation and delivery goals of the Parties.
l. Stimulating and sustaining the local economy by
developing local jobs in renewable and conventional energy.

2.4 Membership in CVPA.

2.4.1 The eligible initial Members of CVPA are the Augustine Band of Cahuilla Indians, the Cabazon Band of Cahuilla Indians, the City of Coachella, the Coachella Valley Water District, the Torres Martinez Desert Cahuilla Indians, the City of Indio, the City of Indian Wells, the City of La Quinta, the Twenty-Nine Palms Band of Mission Indians, the City of Palm Desert, the County of Riverside, and the City of Rancho Mirage. Any of the abovenamed eligible initial Members may join CVPA by approving and executing this Agreement before or after the Effective Date and delivering a copy of the executed Agreement to the Members and, if this Agreement is already effective, the CVPA secretary.

2.4.2 Any other city, county or other eligible party may request to become a member of CVPA by submitting a resolution adopted by its City Council, Board of Supervisors, Tribal Council, Board of Directors or other official governing body, to the Board of CVPA. 32 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
6 The Board shall review the request and shall vote to approve or disapprove the request. Such request shall be subject to approval by two-thirds of the Board as described in Section 3.8.3.

The Board may establish conditions, including but not limited to financial conditions, under which the prospective member may become a member of CVPA. The Board shall notify the then Members of CVPA of this request and the date that the request will be on the Board’s meeting agenda for action. The date set for Board action shall be at least forty-five (45) days from the date the notice is mailed to the Members. If the request is approved by the Board, the city, county or other eligible party shall become a member of CVPA under the terms and conditions set forth by the Board and upon approval and execution of this Agreement by the requesting city, county, or party.

2.4.3 Nothing in this Agreement shall preclude a Party from establishing or operating a municipal electric utility, either as a separate legal entity or as a utility service provided by the establishing Party.

2.5 Powers. CVPA shall have all powers common to the Parties and such additional powers accorded to it by law. CVPA is authorized, in its own name, to exercise all powers and do all acts necessary and proper to carry out the provisions of this Agreement and fulfill its purposes, including, but not limited to, each of the following powers, subject to the voting requirements set forth in Section 3.8:

2.5.1 to make and enter into contracts;

2.5.2 to employ agents and employees, including but not limited to an Executive Officer;

2.5.3 to lease, acquire, construct, contract, manage, maintain, and operate any buildings, infrastructure, works, or improvements;

2.5.4 to acquire property by eminent domain, or otherwise, except as limited under Section 6508 of the Act, and to hold or dispose of any property, improvements or equipment; however, CVPA shall not exercise the power of eminent domain within the jurisdiction of a Party over its objection without first meeting and conferring in good faith;

2.5.5 to sue and be sued in its own name;

2.5.6 to incur debts, liabilities, and obligations, including but not limited to loans from private lending sources pursuant to its temporary borrowing powers such as Government Code Sections 53850 et seq. and authority under the Act;
33 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
7 2.5.7 to form subsidiary or independent corporations or entities, if necessary, to carry out energy supply, energy delivery and energy conservation programs at the lowest reasonable cost or to take advantage of legislative or regulatory programs and funding;

2.5.8 to issue revenue bonds and other forms of indebtedness;

2.5.9 to apply for, accept, and receive all licenses, permits, grants, loans or other aids from any federal, state, or local public agency or individuals or private entities;

2.5.10 to submit documentation and notices, register, and comply with orders, tariffs and agreements for the establishment and implementation of CVPA’s services, facilities and other energy programs;

2.5.11 to adopt ordinances, policies, bylaws, rules, and regulations related to CVPA operations;

2.5.12 to establish ordinances, policies, rules, rates, fees, charges and surcharges (including without limitation development impact fees) related to the acquisition, generation, and distribution of energy, the provision of energy services, the acquisition of land, improvements and equipment related thereto, and programs, projects and general operations undertaken within Member service territories;

2.5.13 to make and enter into service agreements relating to the provision of services necessary to plan, implement, construct, own, operate and administer CVPA energy services, programs, including the acquisition of electric power supply and electric generation and distribution facilities, and the provision of retail and regulatory support services;

2.5.14 to invest money in its treasury, pursuant to Government Code Section 6505.5 et seq., that is not required for the immediate necessities of CVPA, as CVPA determines advisable, in the same manner and on the same conditions as local agencies pursuant to Government Code Section 53601, et seq.;

2.5.15 to assume the rights and obligations of any Member related to the purpose of this Agreement, and to assume the rights and obligations of any other public agency or utility by agreement or other lawful method;

2.5.16 to carry out and enforce all provisions of this Agreement; 34 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
8 2.5.17 to exercise any and all powers which are provided for in the Act, as they exist on the Effective Date of this Agreement or may hereafter be amended; and

2.5.18 to permit additional parties to enter into this Agreement after the Effective Date.

2.6 Limitation on Powers. CVPA shall, in addition, have all implied powers necessary to perform its functions. It shall exercise its powers only in a manner consistent with the provisions of applicable law, this Agreement and its bylaws.

In accordance with Government Code Section 6509, the powers of CVPA shall be exercised in the manner prescribed in the Joint Exercise of Powers Act, Government Code Sections 6500 et seq., as that Act now exists and may hereafter be amended, and shall be subject to the restrictions upon the manner of exercising such powers that are imposed upon the City of Palm Desert, a charter city, in the exercise of similar powers; provided, however, that if the City of Palm Desert does not become a member or shall cease to be a Member, then CVPA shall be restricted in the exercise of its power in the same manner as the City of La Quinta, a charter city.

ARTICLE 3: GOVERNANCE AND INTERNAL ORGANIZATION

3.1 Governing Body. CVPA shall be governed by a legislative body known as the Board of Directors (“Board”). The Board shall consist of one (1) Director appointed by each of the Members. Each Director shall serve at the pleasure of the governing body of the Party appointing such Director, and may be removed as Director by such governing board at any time. If at any time a vacancy occurs on the Board, a replacement shall be appointed by the affected Party to fill the position of the previous Director within 30 days of the date that such position becomes vacant. Directors shall be elected officials of the appointing Party that is a signatory to this Agreement. Each Party may appoint an alternate to serve in the absence of its Director. Alternates shall be elected officials of the appointing Party that is the signatory to this Agreement. The County of Riverside may designate an alternate that is an elected official from any District 4 agency which is not a member of CVPA, given that such agency’s jurisdiction falls wholly or in part within the jurisdictional boundaries of CVPA. The Board shall exercise all powers and conduct all business of CVPA, either directly or by delegation to other bodies or persons pursuant to this Agreement. For any vacancy in Director and Alternate positions, quorum determination and Board voting mechanisms shall be adjusted as provided in Sections 3.7 and 3.8 of this Agreement.

The governing body of a Member may designate a duly appointed Director from another Member to represent and vote on behalf of such designating Member on all CVPA matters affecting the designating Member. Such designation as a proxy must be made annually in writing 35 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
9 at least thirty (30) days before the start of a new CVPA fiscal year and must be effective for the entirety of the forthcoming fiscal year. For the fiscal year in which this Agreement becomes effective, a written notice by a Member designating another Member to act on its behalf may be submitted at any time and will remain in effect for the remainder of that fiscal year. If a designating Member’s Director (or Alternate) is present at any CVPA meeting, such Director (or Alternate) may participate directly on its own behalf.

If additional cities, counties or other eligible entities join CVPA, as set forth in Section 2.4, each city, county or other eligible entity that becomes a member of CVPA shall be entitled to one (1) Director and one (1) Alternate appointed as set forth above.

Ex Officio Directors. The Board may appoint ex officio members of the Board. Ex officio directors shall receive all meeting notices, shall have the right to participate in Board discussions and the right to place items on the agenda but shall not be counted towards a quorum or attend closed session and shall have no vote.

3.2 Regular Board Meetings. The Board shall hold at least one regular quarterly meeting and shall provide for such other regular meetings as it deems necessary. Meetings of the Board shall be held at such locations as authorized under the Ralph M. Brown Act (California Government Code Sections 54950 et seq.), and at such times as may be designated from time to time by the Board. Directors may participate in meetings telephonically or electronically, with full voting rights, only to the extent permitted by law. All meetings shall be conducted in accordance with the provisions of the Ralph M. Brown Act.

3.3 Special Meetings of the Board. Subject to all noticing requirements of the Ralph M. Brown Act, special meetings of the Board may be called in accordance with the provisions of California Government Code Sections 54956 and 54956.5, to be held at such times and places within one of the member jurisdictions as may be ordered by the Chair (and at such other locations as allowed under the Ralph M. Brown Act). A majority of the Board may also call a special meeting for any purpose.

3.4 Chair and Vice-Chair. The Directors shall select, from among themselves, a Chair, who shall be the presiding officer of all Board meetings, and a Vice Chair, who shall serve in the absence of the Chair.

The Chair and Vice Chair shall serve at the pleasure of the Board.

There shall be no limit on the number of terms held by either the Chair or Vice Chair.

3.5 Conduct of Meetings. The Chair or, in the absence of the Chair, the ViceChair, shall preside at all meetings of the Board. 36 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
10 3.6 Resignation of a Director. Any Director may resign effective on giving written notice to the Board Chair or CVPA secretary, unless the notice specifies a later time for the effectiveness of such resignation. A successor shall be appointed by the affected Member as provided for in this Agreement.

3.7 Quorum. A quorum for the transaction of business shall exist if a meeting is attended by at least three (3) Directors representing more than 50% of the Weighted Voting Shares of the Parties.

A quorum shall exist for the transaction of business if a meeting is attended by at least three (3) Directors representing a majority of the of the Members based on Weighted Vote Shares as described in 3.17.1(c) of this Agreement. In all instances a quorum must consist of at least three (3) Directors physically or telephonically present pursuant to the Ralph M.

Brown Act. Ex officio, non-voting directors shall not be included when calculating the number of Directors necessary to constitute a quorum or the number of votes necessary to approve an action. In the event that a Member has failed to designate a Director, or a Member’s designated Director has died, resigned, left office, been removed from office, and a replacement Director has not yet been designated, and there is no designated Alternate, and there is no other Member’s representative designated to act on the designating Member’s behalf by proxy, such that a Member has no duly acting representative on the Board, then that Member’s vacant Board position shall not be included when calculating the number of Directors necessary to constitute a quorum or the number of votes necessary to approve an action.

No action may be taken by the Directors if a quorum of the Board is not present. In the absence of a quorum, any meeting of the Board may be adjourned from time to time by a vote of the majority present, but no other business may be transacted except as provided for in this Section.

If any Member’s Director, Alternate and designated proxy representative has been absent from three (3) or more consecutive Board meetings, that Member’s Director and Alternate positions shall automatically become vacant and any proxy designation shall automatically be temporarily invalidated, each upon the conclusion of such third consecutive Board meeting at which the Member was not represented.

Thereafter, such Member shall not be included when calculating the number of Directors necessary to constitute a quorum or the number of votes necessary to approve an action until the Member has filled the vacancy or vacancies in the Director and Alternate positions or redesignated its proxy for the applicable fiscal year, and such appointed 37 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
11 or reappointed Director, Alternate, or designated proxy attends a subsequent Board meeting.

3.8 Voting. Except as otherwise expressly provided in this Agreement or required by law, every act or decision by the Board shall be made by:
(1) an affirmative vote of a majority of all Directors who are present at the meeting (“Equal Vote”); or (2) if requested as described below, an affirmative vote of at least three (3) Directors representing a majority of the Weighted Vote Share of the Members represented at the meeting (“Weighted Vote”). “Weighted Vote Share” is defined below.

3.8.1 Weighted Vote and Weighted Vote Shares
Upon request of one (1) or more Directors, a Weighted Vote will be conducted. Each Member shall have a “Weighted Vote Share” as determined by the following formula:
([Total Annual Energy Use (expressed in MWh) in the
Member’s jurisdiction / combined Total Annual Energy Use in all Members’ represented at the meeting], expressed as a percentage to two decimal places.

Annual Energy Use values are to be based on total actual or estimated retail energy sales or consumption of all Members’ respective electric customer (or Member) accounts, as applicable, as of December 31 of the most recent year for which such data is available. In the absence of actual data, the Board may approve the use of reasonably estimated Annual Energy Use values or other suitable method for determining or estimating applicable Member energy usage.

3.8.2 Exhibit Showing Weighted Vote Shares. The initial Weighted Vote Shares of the proposed initial Parties are set forth in Exhibit D based on data available / estimated as of the December 31 immediately preceding the Effective Date of this Agreement.

Exhibit D shall be revised annually or as necessary to account for changes in the number of Members and or changes in the
Members’ annual MWh retail energy usage. Adjustments to Exhibit D shall be approved by a majority vote of the Board and shall not be considered an amendment to this Agreement. For the avoidance of doubt, the Parties acknowledge and agree that the Weighted Vote Shares shown in Exhibit D assume that
representatives of all Members will attend meetings of the Board; however, the actual Weighted Vote Share may vary based on the actual Members represented at a meeting by a Director,
Alternate, or proxy.
38 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
12 3.8.3 Special Voting Requirements for Certain Matters. (a) Two-Thirds and Weighted Vote Approval
Requirements Relating to Sections 6.2 and 7.5.

Notwithstanding any other provision of this Agreement,
action of the Board on the matters set forth in Section

2.4.2 (approval of membership of certain agencies),
Section 6.2 (involuntary termination of a Member), or
Section 7.5 (amendment of this Agreement) shall require the affirmative vote of at least two-thirds of Directors present; provided, however, that: (i) notwithstanding the foregoing, any one (1) or more Directors present at a
meeting may demand that the vote be determined on the
basis of Weighted Vote Shares, and if any one (1) or
more Directors make such a demand, then approval shall
require the affirmative vote of Directors having at least two-thirds of the Weighted Vote Shares present, as
determined by Section 3.8.1; and (ii) for votes to
involuntarily terminate a Member under Section 6.2, the Director for the Member subject to involuntary termination may not vote, and the number of Directors constituting
two-thirds of all Directors, and the Weighted Vote Share of each Member shall be recalculated as if the Member
subject to possible termination were not a Member.
(b) Seventy-Five Percent Special Voting Requirement for Eminent Domain
i A decision to exercise the power of eminent
domain on behalf of CVPA to acquire any property
interest shall require a vote of at least 75% of all
Directors.
ii Notwithstanding the foregoing, any one (1) or more
Directors present at the meeting may demand that
a vote under subsections (i) be determined on the
basis of Weighted Vote Shares, and if any one (1)
or more Directors make such a demand, then
approval shall require the affirmative vote of
Directors having at least 75% of all Weighted Vote
Shares, as determined by Section 3.8.1, as well as
two-thirds of all Directors.
(c) Seventy-Five Percent Special Voting Requirement for Contributions or Pledge of Assets.
(i) The imposition on any Member of any obligation to
make contributions or pledge assets as a condition
39 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
13 of continued participation CVPA shall require a
vote of at least 75% of all Directors and the
approval of the governing bodies of the Members
which are being asked to make such contribution
or pledge.
(ii) Notwithstanding the foregoing, any one (1) or more Directors present at the meeting may demand that
a vote under subsection (i) be determined on the
basis of Weighted Vote Shares, and if any one (1)
or more Directors make such a demand, then
approval shall require the affirmative vote of
Directors having at least 75% of all Weighted Vote
Shares, as determined by Section 3.8.1. For
purposes of this section, “imposition on any
Member of any obligation to make contributions or
pledge assets as a condition of continued
participation in CVPA” does not include any
obligations of a withdrawing or terminated Member
imposed under Section 6.3.

3.9 Other Officers. The Executive Officer of CVPA shall be the secretary of CVPA, or as otherwise determined by the Board. Any officer, employee or agent of any Member of CVPA may also be an officer, employee, or agent of any of the Members. CVPA shall have the power to appoint such additional officers and to employ such employees and assistants as may be appropriate. Unless otherwise specified through a staffing arrangement with CVAG, each and all of said officers, employees and assistants shall serve at the pleasure of CVPA and shall perform such duties and shall have such powers as CVPA may, from time to time, determine. Any officer may resign at any time by giving written notice to the secretary. Any such resignation shall be effective upon receipt of such notice or at any later time specified in the notice. Officers shall assume the duties of their offices immediately after their appointment and shall hold office until their successors are appointed, except in the case of their removal or resignation. Vacancies of officers shall be filled by appointment of the Board and such appointee shall hold office until the appointment of his or her successor.

3.10 Minutes. The secretary of CVPA shall cause to be kept minutes of regular, adjourned regular and special meetings of the Board. The secretary shall cause a copy of all minutes, along with copies of all ordinances and resolutions, to be forwarded to each of the Parties hereto.

3.11 Rules. The Board may adopt rules or bylaws governing meetings if not inconsistent or in conflict with this Agreement.
40 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
14 3.12 Powers and Functions of the Board. The Board shall exercise general governance and oversight over the business and activities of CVPA, consistent with this Agreement and applicable law. Board approval shall be required for any of the following actions:

3.12.1 The issuance of bonds or any other financing even if program revenues are expected to pay for such financing.

3.12.2 The appointment or termination of the Executive Officer.

3.12.3 The appointment or removal of officers.

3.12.4 Any decision to provide retirement or post-retirement benefits that are defined benefit programs, subject to the requirements of section 5.3.4, below.

3.12.5 The adoption of the Annual Budget or resolution.

3.12.6 The adoption of an ordinance.

3.12.7 The approval of agreements, except as delegated by the Board pursuant to an adopted ordinance or resolution, policy, rule, motion or similar enactment.

3.12.8 The initiation or resolution of claims and litigation where CVPA will be the defendant, plaintiff, petitioner, respondent, cross complainant or cross petitioner, or intervenor; provided, however, that: (1) the Executive Officer or General Counsel, on behalf of CVPA, may intervene in, become a party to, or file comments with respect to any proceeding pending at the California Public Utilities Commission, the Federal Energy Regulatory Commission, or any other administrative agency, without approval of the Board as long as such action is consistent with any adopted Board policies; and (2) the Board may delegate authority to reject or settle claims or potential litigation in accordance with appropriate thresholds under an adopted ordinance, policy, rule, motion or similar enactment.

3.12.9 The setting or authorization of rates for any power sold by CVPA and the setting or authorization of any rates, fees, or charges for any other category of service provided by CVPA.

3.12.10 Termination of Board-approved CVPA programs or services.

3.13 CVAG’s Participation. CVAG shall provide, under contract with CVPA, administrative services required by CVPA during the first five (5) years of the implementation of CVPA; and thereafter as the administrative services contract may be renewed from time to time by CVPA, and shall 41 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
15 exercise such other powers and duties as the Board deems necessary to achieve the purposes of this Agreement. During any such term, CVAG’s Executive Director may serve as the secretary of CVPA.

3.14 Executive Officer. Except as may be provided pursuant to any administrative services agreement referenced in Section 3.13, the Board of Directors shall have the authority to appoint an Executive Officer for CVPA, who would be responsible for the day-to-day operation and management of CVPA. The Executive Officer may be retained under contract with CVPA, be an employee of CVPA, be an employee of CVAG, or be an employee of one of the Parties, as determined by the Board. If appointed, the Executive Officer shall report directly to the Board and serve as staff to CVPA. Except as otherwise set forth in this Agreement, the Executive Officer may exercise all powers of CVPA, including the power to hire, discipline and terminate employees. Any Executive Officer shall serve at the pleasure of the Board. Notwithstanding the other provisions of this section or this Agreement, the Board may determine alternative arrangements for management of the day-to-day administration and operation of CVPA in lieu of appointment of an Executive Director, including without limitation pursuant to an administrative services agreement pursuant to Section 3.13 or establishing a position with similar powers and duties as a potential Executive Director.

3.15 CVPA Staff. Except as may be provided pursuant to any administrative services agreement referenced in Section 3.13, CVPA may contract with CVAG for staff services, retain its own staff, or contract with another entity for staff services. Unless other employment is approved by the Board, the CVPA Executive Officer may utilize CVAG staff as may be necessary to accomplish the purposes of CVPA. CVAG and CVPA will agree on a method of compensation for CVAG’s services, which may include without limitation compensation for staff time, as well as office expenses, direct and indirect overheads, utilizing direct billing and other accounting practices that provide for a clear separation and allocation of funds.

3.16 Commissions, Boards, and Committees

3.16.1 The Board may establish commissions, boards or committees, including but not limited to a standing executive committee of the Board, as the Board deems appropriate, to assist the Board in carrying out its authority and functions under this Agreement and may delegate authority to such commissions, boards or
committees as set forth in a Board resolution. Such delegation may be modified, amended or revoked at any time the Board may deem appropriate. Any decision delegated pursuant to this 42 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
16 subsection may be appealed to the Board, as the Board so determines.

3.16.2 The Board may also establish any advisory commissions, boards, and committees as the Board deems appropriate to assist the Board in carrying out its functions and implementing CVPA objectives, or other energy programs and the provisions of this Agreement.

3.16.3 If any board, commission or committee formed under this section qualifies as a legislative body pursuant to the Ralph M. Brown Act, such board, commission or committee shall comply with the requirements thereof. The Board may establish rules,
regulations, policies, bylaws or procedures to govern any such commissions, boards, or committees, and shall determine whether members shall be compensated or entitled to
reimbursement for expenses.

3.17 Member Consent: CVPA Rates, Rules, Regulations and Orders. Each Member on behalf of CVPA or, as applicable, the governing body of its respective jurisdiction, hereby consents to provisions adopted by CVPA or by an individual Member that implements ordinances, policies, rates, rules, regulations and/or orders applicable to electric service within the Coachella Valley or within the jurisdiction of the Member that may differ from the ordinances, rates, rules, regulations and/or orders applicable to electric service in IID’s jurisdictional boundary, as authorized by California Water Code Section 22123.

3.18 Treasurer and Auditor. The Treasurer shall function as the combined offices of Treasurer and Auditor pursuant to Government Code Section 6505.6 and shall strictly comply with the statutes related to the duties and responsibilities specified in Section 6505.5 of the Act. The Treasurer for CVPA shall be the depository and have custody of all money of CVPA from whatever source and shall draw all warrants and pay demands against CVPA as approved by the Board. The Treasurer shall cause an independent audit(s) of the finances of CVPA to be made by a certified public accountant, or public accountant, in compliance with Section 6505 of the Act. The Treasurer shall report directly to the Board and shall comply with the requirements of treasurers of incorporated municipalities. The Board may transfer the responsibilities of Treasurer to any person or entity as the law may provide at the time. The duties and obligations of the Treasurer are further specified in Article 5. The Treasurer shall serve at the pleasure of the Board.

3.19 Administrative Services Provider. The Board may appoint one or more administrative services providers to serve as CVPA’s agent for planning, 43 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
17 implementing, operating and administering CVPA, and any other service or program approved by the Board. The appointed administrative services provider may be one of the Members, or CVAG as provided in Section 3.13. A separate services agreement shall set forth the terms and conditions by which the appointed administrative services provider(s) shall perform or cause to be performed tasks necessary for planning, implementing, operating and administering CVPA and other approved services or programs. Any such services agreement shall set forth the terms and the circumstances under which the services agreement may be terminated by CVPA. This section shall not in any way be construed to limit the discretion of CVPA to hire its own employees to administer all or any portion of CVPA activities or any other program.

ARTICLE 4: IMPLEMENTATION ACTION AND CVPA DOCUMENTS

4.1 Participation in CVPA. To be eligible to participate in CVPA, each Party’s governing body must approve a resolution or motion authorizing the execution of this Agreement and appointing a Director and Alternate. New members must be approved by the Board in accordance with this Agreement.

4.2 CVPA Documents. The Parties acknowledge and agree that the affairs of CVPA will be implemented through various documents duly adopted by the Board through Board action. The Parties agree to abide by and comply with the terms and conditions of all such documents that may be adopted by the Board, subject to the Parties’ right to withdraw from CVPA as described in Article 6.

ARTICLE 5: FINANCIAL PROVISIONS

5.1 Fiscal Year. CVPA’s fiscal year shall be the contiguous 12 month period commencing July 1 and ending June 30. The fiscal year may be changed by Board resolution.

5.2 Depository.

5.2.1 All funds of CVPA shall be held in separate accounts in the name of CVPA and not commingled with funds of any Party or any other person or entity.

5.2.2 All funds of CVPA shall be strictly and separately accounted for, and regular reports shall be rendered of all receipts and
disbursements, at least quarterly during the fiscal year. The books and records of CVPA shall be open to inspection by the Parties at all reasonable times. The Board shall contract with a 44 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
18 certified public accountant or public accountant to make an annual audit of the accounts and records of CVPA, which shall be conducted in accordance with the requirements of Section 6505 of the Act.

5.2.3 All expenditures shall be made in accordance with the approved budget and upon the approval of any officer so authorized by the Board in accordance with its Operating Rules and Regulations.

The Treasurer shall draw checks or warrants or make payments by other means for claims or disbursements not within an applicable budget only upon the prior approval of the Board.

5.3 Budget and Recovery of Costs.

5.3.1 Budget. The initial budget shall be approved by the Board. The Board may revise the budget from time to time as may be reasonably necessary to address contingencies and unexpected expenses or events. All subsequent budgets of CVPA shall be approved by the Board in accordance with the Operating Rules and Regulations.

5.3.2 Funding of Initial Costs. The Parties acknowledge that the Initial Costs of establishing and implementing the CVPA will require some form of funding either provided by all or some of the Parties or attained in some other manner. If one or more CVPA program or service becomes operational, these Initial Costs paid by such Parties or attained from other sources shall be included in, or proportionately allocated to, the program or services as provided by Section 5.3.3 to the extent permitted by law, and respective Parties or other sources shall be reimbursed from the payment of such charges by such program participants or service customers.

CVAG shall also be entitled to reimbursement for Initial Costs that are not otherwise paid or reimbursed by CVPA or the Parties.

CVPA may establish a reasonable time period over which such costs are recovered and repaid to respective Parties or other sources. In the event that any CVPA program or service does not become operational or does not recover sufficient funds to cover Initial Costs, the respective Parties shall not be entitled to any reimbursement of funded Initial Costs from CVPA or any other Party. If any of the initial Members or other sources assists in funding initial costs, they shall also be entitled to reimbursement or offset pursuant to this section. The Board shall approve the manner of funding and repayment of Initial Costs which may include reasonable interest charges.

5.3.3 CVPA Program or Service Costs. The Parties desire that all costs incurred by CVPA that are directly or indirectly attributable to the 45 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
19 provision of electric generation, electricity delivery, conservation, efficiency, incentives, financing, or other CVPA services or programs, including but not limited to the establishment and maintenance of various reserves and performance funds and administrative, accounting, legal, consulting, and other similar costs, shall be recovered through any lawful method, which may include without limitation charges to CVPA Members and/or customers receiving such electric services, surcharges applied to electricity rates within Member service areas, development impact fees, or from revenues from grants or other third-party sources, to the extent permitted by law.

The Parties acknowledge none, all or a portion of CVPA funding may be derived by way of one or more surcharges applied to retail customer power rates within respective Member jurisdictions and the Members desire to apply any such surcharges in a fair, reasonable, and equitable manner in collaboration with Imperial Irrigation District and or other applicable utility provider(s).

5.3.4 Employee Retirement and Post-retirement Benefits. Should the Board determine to provide a defined benefit retirement benefit to CVPA employees (such as PERS) or other post-retirement
benefits that would be within an Other Post-Retirement Benefits (OPEB) obligation to CVPA employees, prior to providing such benefit(s) to any employee, the Board shall: (1) obtain a third party independent actuarial report on the long term costs of the benefit or benefits; (2) adopt a funding plan for the payment of both current and long-term costs that provides for the payment of all such costs on a current, pay-as-you-go, basis and eliminates any known or reasonably anticipated unfunded liability associated with the benefit(s); and (3) notice all Member agencies of the pending consideration of the benefit(s) together with the actuarial report and funding plan, for at least sixty (60) days and obtain the consent, by resolution, of not less than 75 percent of the then current Member’s governing bodies
ARTICLE 6: WITHDRAWAL AND TERMINATION

6.1 Withdrawal.

6.1.1 Right to Withdraw. A Party may withdraw its participation in CVPA, effective as of the beginning of CVPA’s next fiscal year, by giving no less than 6 months advance written notice of its election to do so, which notice shall be given to CVPA and each Party.

Withdrawal of a Party shall require an affirmative vote of the Party’s governing board.
46 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
20 6.1.2 Right to Withdraw After Amendment. Notwithstanding Section

6.1.1, a Party may withdraw its membership in CVPA following an amendment to this Agreement adopted by the Board which the Party’s Director voted against, provided such notice is given in writing within thirty (30) days following the date of the vote.

Withdrawal of a Party shall require an affirmative vote of the Party’s governing board and shall not be subject to the six-month advance notice provided in Section 6.1.1. In the event of such withdrawal, the Party shall be subject to the provisions of Section

6.3. 6.1.3 The Right to Withdraw Prior to Start of any Program. If CVPA has not established any service or program and or a Party wanting to withdraw its membership in CVPA is not participating in any CVPA service or program, such Party may immediately withdraw its membership in CVPA without any further financial obligation, as long as the Party provides written notice of its intent to withdraw no less than thirty (30) days prior to such Party’s requested withdrawal date. Any withdrawing Party shall not be entitled to any return of funds it may have provided to CVPA, provided, however, that if, after a service or program is initiated, there are unobligated and unused funds, the withdrawing Member may be refunded its pro rata share of the unobligated and unused funds as determined in the sole discretion of the Board.

6.1.4 Continuing Financial Obligation; Further Assurances. Except as provided by Section 6.1.3, a Party that withdraws its participation in CVPA may be subject to certain continuing financial obligations, as described in Section 6.3. Each withdrawing Party and CVPA shall execute and deliver all further instruments and documents, and take any further action(s) that may be reasonably necessary, as determined by the Board, to effectuate the orderly withdrawal of such Party from participation in CVPA.

6.2 Involuntary Termination of a Party. This Agreement may be terminated with respect to a Party for material non-compliance with provisions of this Agreement, or any other agreement relating to the Party’s participation in any CVPA service or program, upon a vote of the Board as provided in Section 3.8.3. Prior to any vote to terminate a Party under this Agreement, written notice of the proposed termination and the reason(s) for such termination shall be delivered in writing to the Party whose termination is proposed at least thirty (30) days prior to the regular Board meeting at which such matter shall first be discussed as an agenda item.

The written notice of proposed termination shall specify the particular provisions of this Agreement or other agreement(s) that the Party has allegedly violated. The Party subject to possible termination shall have 47 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
21 the opportunity at the next regular Board meeting to respond to any reasons and allegations that may be cited as a basis for termination prior to a Board vote regarding termination. A Party that has had its participation in CVPA terminated may be subject to certain continuing liabilities, as described in Section 6.3.

6.3 Continuing Financial Obligations; Refund. Except as provided by Section 6.1.3, upon a withdrawal or involuntary termination of a Party, the Party shall remain responsible for any claims, demands, damages, losses, expenses, costs, or other financial obligations arising from such Party’s membership or participation in CVPA or any CVPA service or program through the effective date of its withdrawal or involuntary termination, it being agreed that the Party shall not be responsible for any new financial obligations arising after the date of the Party’s withdrawal or involuntary termination. Claims, demands, damages, losses, expenses, costs, or other financial obligations for which a withdrawing or terminated Party may remain liable include, but are not limited to, costs and expenses incurred by CVPA to provide an actual or anticipated service or program to the Party or its customers, losses arising from the resale of power contracted for by CVPA to serve the Party’s load, costs (including debt service or other financing costs) related to distribution and/or generation facilities constructed to serve such Party’s load, or any unfunded liabilities such as unfunded retirement contributions or costs and any unfunded post-retirement benefits. With respect to such financial obligations, upon notice by a Party that it wishes to withdraw from CVPA, CVPA shall notify the Party of the minimum waiting period under which the Party would be estimated to have no costs for withdrawal if the Party agrees to remain a Member of CVPA for such period. If the Party elects to withdraw before the end of the minimum waiting period, the charge for exiting shall be set at a dollar amount that would offset actual costs to the remaining Members, and may not include punitive charges that exceed actual costs. In addition, such Party shall also be responsible for any costs or obligations associated with the Party’s participation in any service or program in accordance with the provisions of any agreements relating to such service or program provided such costs or obligations were incurred prior to the withdrawal of the Party. CVPA may withhold funds otherwise owing to the Party or may require the Party to deposit sufficient funds with CVPA, as reasonably determined by CVPA and approved by a vote of the Board, to cover the Party’s financial obligations for the costs described above. Any amount of the Party’s funds held on deposit with CVPA above that which is required to pay any existing or ongoing financial obligations shall be returned to the Party. If there is a disagreement related to the charge(s) for exiting, the Parties shall attempt to settle the amount through mediation or other dispute resolution process as authorized by Section 7.1. If the dispute is not 48 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
22 resolved, the Parties may agree to proceed to arbitration, or any party may seek judicial review.

6.4 Mutual Termination. This Agreement may be terminated by mutual agreement of all the Parties; provided, however, the foregoing shall not be construed as limiting the rights of a Party to withdraw its participation in CVPA, as described in Section 6.1.

6.5 Disposition of Property upon Termination of CVPA. Upon termination of this Agreement, any surplus money or assets in possession of CVPA for use under this Agreement, after payment of all liabilities, costs, expenses, and charges incurred under this Agreement and under any other agreements or documents, shall be returned to the then-existing Parties in proportion to the contributions made by each and/or the contributions of customers within the then-existing Parties’ jurisdictions, as determined by the Board.

ARTICLE 7: MISCELLANEOUS PROVISIONS

7.1 Dispute Resolution. The Parties and CVPA shall make reasonable efforts to informally settle all disputes arising out of or in connection with this Agreement. Should such informal efforts to settle a dispute, after reasonable efforts, fail, the dispute shall be mediated in accordance with policies and procedures established by the Board.

7.2 Liability of Directors, Officers, and Employees. The Directors, officers, and employees of CVPA shall use ordinary care and reasonable diligence in the exercise of their powers and in the performance of their duties pursuant to this Agreement. No current or former Director, officer, or employee will be responsible for any act or omission by another Director, officer, or employee. CVPA shall defend, indemnify and hold harmless the individual current and former Directors, officers, and employees for any acts or omissions in the scope of their employment or duties in the manner provided by Government Code Sections 995, et seq. Nothing in this section shall be construed to limit the defenses available under the law, to the Parties, CVPA, or its Directors, officers, or employees

7.3 Indemnification of Parties. CVPA shall acquire such insurance coverage as is necessary to protect the interests of CVPA, the Parties, and the public. Subject to the provisions of Section 7.4 and provided that a Party has acted in good faith and in accordance with this Agreement, CVPA shall defend with counsel acceptable to said Party, indemnify and hold such Party free and harmless from any loss, liability or damage incurred or suffered by such Party by reason of litigation arising from or as a result of the conduct, activities, operations, acts, or omissions of CVPA under this Agreement. To the extent CVPA’s assets are insufficient to satisfy its obligations under this Section, any Member agency forced to 49 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
23 expend its own funds to satisfy what would otherwise be CVPA’s obligations shall be entitled to reimbursement from CVPA.

7.4 Limitations on Liability. The Parties acknowledge that Section 895.2 of the California Government Code provides that a Member is jointly and severally liable for the torts of the joint powers agency, but that Sections 895.4 and 895.6 of that Code allow the members of a joint powers agency to contractually agree to indemnity and contribution provisions that allow such liability to be apportioned among the members based on their respective degree of fault giving rise to the liability. The Parties further acknowledge that they have agreed at Section 7.3 above to indemnify and defend those Member agencies against certain losses, liabilities or damages suffered by a Member agency arising from or as a result of the conduct, activities, operations, acts, or omissions of CVPA under this Agreement. Now, therefore, in contemplation of such authority, the Parties agree that, as among themselves, each shall assume that portion of the liability imposed upon CVPA or any of its Members, officers, agents or employees by law for injury caused by any negligent or wrongful act or omission occurring during the performance of this Agreement that is not covered by insurance, that is determined by CVPA to be that Member’s proportionate share accruing during the Member’s period of participation in CVPA. Said determination shall be by threefourths vote of the Board, meaning an affirmative vote of three-fourths of the total number of Directors or a Weighted Vote of 75% of the total Weighted Voting Share of all the Members. The Members acknowledge that, given the possible variables, determination of a proper apportionment may be difficult. Therefore, subject only to informal dispute resolution set out at Section 6.1, the Members agree that the Board’s good faith determination of a fair apportionment shall be final, binding and enforceable as a term of this Agreement. Each Member shall to the extent provided herein indemnify and hold harmless the other Members for any loss, costs or expenses that may be imposed on such other Members solely by virtue of Section 895.2.

7.5 Amendment of this Agreement. This Agreement may not be amended except by a written amendment approved by a vote of the Board as provided in Section 3.8.3. CVPA shall provide written notice to all Parties of amendments to this Agreement, at least 30 days prior to the date upon which the Board will first consider approval of such amendments.

Exhibits A through E of this Agreement may be revised from time to time by Board vote and copies of such revised exhibits shall be distributed to all Parties.

7.6 Assignment. Except as otherwise expressly provided in this Agreement, the rights and duties of the Parties may not be assigned or delegated without the advance written consent of all of the other Parties, and any attempt to assign or delegate such rights or duties in contravention of 50 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
24 this Section 7.6 shall be null and void. This Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of the Parties. This Section 7.6 does not prohibit a Party from entering into an independent agreement with another agency, person, or entity regarding the financing of that Party’s contributions to CVPA, or the disposition of proceeds which that Party receives under this Agreement, so long as such independent agreement does not affect, or purport to affect, the rights and duties of CVPA or the Parties under this Agreement.

7.7 Severability. If one or more clauses, sentences, paragraphs or provisions of this Agreement shall be held to be unlawful, invalid or unenforceable, it is hereby agreed by the Parties, that the remainder of the Agreement shall not be affected thereby. Such clauses, sentences, paragraphs or provision shall be deemed reformed so as to be lawful, valid and enforced to the maximum extent possible.

7.8 Further Assurances. Each Party agrees to execute and deliver all further instruments and documents, and take any further action that may be reasonably necessary, to effectuate the purposes and intent of this Agreement.

7.9 Execution by Counterparts. This Agreement may be executed in any number of counterparts, and upon execution by all Parties, each executed counterpart shall have the same force and effect as an original instrument and as if all Parties had signed the same instrument. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereon, and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more signature pages.

7.10 Parties to be Served Notice. Any notice authorized or required to be given pursuant to this Agreement shall be validly given if served in writing either personally, by deposit in the United States mail, first class postage prepaid with return receipt requested, or by a recognized courier service.

Notices given (a) personally or by courier service shall be conclusively deemed received at the time of delivery and receipt and (b) by mail shall be conclusively deemed given 48 hours after the deposit thereof (excluding Saturdays, Sundays and holidays) if the sender receives the return receipt. All notices shall be addressed to the office of the clerk or secretary of CVPA or Party, as the case may be, or such other person designated in writing by CVPA or Party. Notices given to one Party shall be copied to all other Parties. Notices given to CVPA shall be copied to all Parties.

7.11 No Third-Party Beneficiaries. This Agreement shall reflect the Parties’ rights and obligations as by and among themselves. Nothing herein shall 51 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
25 create any right in any third party to enforce any right or obligation set out in this Agreement as against any Party hereto.

7.12 Integration. This Agreement constitutes the full and complete Agreement of the Parties.

7.13 Limited Waiver of Sovereign Immunity; Venue. Except as hereinafter provided in this paragraph, nothing in this Agreement shall be deemed to be a waiver of the sovereign immunity by the Augustine Band of Cahuilla Indians, Cabazon Band of Cahuilla Indians, Torres Martinez Desert Cahuilla Indians, and Twenty-Nine Palms Band of Mission Indians (each a “Tribe”) from suit, which immunity is expressly asserted; provided, however, that each Tribe agrees to and hereby does unequivocally waive its sovereign immunity for the limited and sole purpose of permitting enforcement of any right or obligation arising under this Agreement, which may include but not be limited to claims or causes of action for declaratory relief, injunctive relief, specific performance, enforcement of indemnity obligations, and/or damages for the breach of the terms and conditions of this Agreement. Each Tribe further acknowledges that the other Parties would not enter into this Agreement if a Tribe could defeat or hinder enforcement against a Tribe of the rights granted to the other Parties and CVPA by claiming sovereign immunity. This limited waiver of sovereign immunity shall apply only to the Parties and CVPA, and shall not operate for the benefit of, nor confer any rights upon, any third parties. The Parties agree that any dispute raised under the provisions of this Agreement shall be resolved pursuant to applicable California law; provided however, that any dispute raised under the provisions of this limited waiver of sovereign immunity shall be resolved first pursuant to applicable federal law, and if no federal law applies, pursuant to the applicable laws of the State of California. The waiver granted herein is limited to claims made in the United States District Court for the Central District of California, or the Superior Court of the State of California, County of Riverside, and any court having appellate jurisdiction. Each signatory to this Agreement on behalf of a Tribe represents and warrants that the Tribe has taken all actions necessary in accordance with its laws to authorize a limited waiver of sovereign immunity, which may include without limitation the adoption of a resolution authorizing the limited waiver described in this section. Further, each Party irrevocably waives any right it might otherwise seek to have any proceeding determined in any tribal court and agrees that assumption of jurisdiction by any federal or state courts shall not be delayed or curtailed by any doctrine requiring exhaustion of tribal court remedies.
52 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
26 Exhibit A
Definitions

1. “Act” means the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.)

2. “Administrative Services Agreement” means an agreement or agreements entered into after the Effective Date by CVPA with one or more entities that will perform tasks necessary for planning, implementing, operating and/or administering CVPA, or any other energy programs/projects adopted by CVPA.

3. “Agreement” means this Joint Powers Agreement.

4. “Annual Energy Use” has the meaning given in Section 3.8.1.

5. “Board” means the Board of Directors of CVPA.

6. “CVAG” shall mean the Coachella Valley Association of Governments.

7. “CVPA Document(s)” means document(s) duly adopted by the Board by ordinance, resolution or motion implementing the powers, functions, and activities of CVPA, including but not limited to the Operating Rules and Regulations, the annual budget, and plans and policies.

8. “Director” means a member of the Board of Directors appointed by and representing a Party.

9. “Effective Date” means Month Day, Year or when initial members of CVPA execute this Agreement, whichever occurs later, as further described in Section

2.1. 10. “Initial Costs” means all costs incurred by CVPA and or any Parties relating to the establishment and initial operation of CVPA, including without limitation the hiring of an Executive Officer and any administrative staff, and any required planning, consulting, accounting, administrative, technical, or legal services in support of CVPA’s initial activities or in support of the negotiation, preparation, and approval of one or more administrative services agreements.

11. “Operating Rules and Regulations” means one or more sets of rules, regulations, policies, bylaws and procedures governing the operation of CVPA.

12. “Parties,” “Members,” or “Member Agencies” means, collectively, the signatories to this Agreement.

13. “Party”, “Member” or “Member Agency” means a signatory to this Agreement.

14. “Total Annual Energy Use” has the meaning given in Section 3.8.1. 53 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
27 Exhibit B
List of Proposed Initial Parties
Parties:

Augustine Band of Cahuilla Indians
Cabazon Band of Cahuilla Indians
City of Coachella
Coachella Valley Water District
Torres Martinez Desert Cahuilla Indians
City of Indio
City of Indian Wells
City of La Quinta
Twenty-Nine Palms Band of Mission Indians
City of Palm Desert
County of Riverside
City of Rancho Mirage

54 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
28 Exhibit C PRO FORMA
Annual Energy Use
Estimated energy usage is based on estimated retail electricity sales for calendar year 2022.

The energy use by CVWD is based on the most recent contiguous 12 months usage. Indian Tribes’ usage is based on estimated respective casino facilities electric use. Riverside County estimated usage is based on aggregating the usage of Indio Hills, Thousand Palms, Bermuda Dunes, Chiriaco Summit, Thermal, Mecca, and North Shore.

Augustine Band Cahuilla Indians 840 0.04%
Cabazon Band of Cahuilla Indians 5,300 0.24%
City of Coachella 246,096 11.29%
Coachella Valley Water District 54,459 2.50%
Torres Martinez Desert Indians 400 0.02%
City of Indio 776,731 35.64%
City of Indian Wells 4,738 0.22%
City of La Quinta 593,340 27.23%
29 Palms Band of Mission Indians 8,000 0.37%
City of Palm Desert 111,624 5.12%
County of Riverside (w/i IID) 354,589 16.27%
City of Rancho Mirage 23,073 1.06%
TOTALS 2,179,190 100.00%
Annual
Energy % JPA Members Annual Energy (MWh)
55 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
29 Exhibit D PRO FORMA VOTING SHARES

Formulas used:

1. PRO RATA VOTE SHARE: [1 / TOTAL NUMBER OF MEMBERS], EXPRESSED AS A PERCENTAGE TO TWO DECIMAL PLACES. SEE SECTION 3.17.1 (A)

2. ANNUAL ENERGY VOTE SHARE: TOTAL ANNUAL ENERGY USE (EXPRESSED IN MWH) IN THE MEMBER’S JURISDICTION / COMBINED TOTAL ANNUAL ENERGY USE ALL MEMBERS’ JURISDICTIONS, EXPRESSED AS A PERCENTAGE TO TWO DECIMAL PLACES. SEE SECTION 3.17.1 (B)

3. WEIGHTED VOTE SHARE: BASED ON MEMBERS’ ANNUAL ENERGY USAGE IN RESPECTIVE JURISDICTIONS EXPRESSED AS A PERCENTAGE TO DECIMAL PLACES. SEE SECTION 3.17.1 (C)

% Wt. to Headcount: 0.00% ( 0 - 100 %)
% Wt. to Annual MWh: 100.00% (Energy Wt. Share: = 1 - Headcount Share) Augustine Band Cahuilla Indians 840 0.04% 8.33% 0.04% 0.00% 0.04% Cabazon Band of Cahuilla Indians 5,300 0.24% 8.33% 0.24% 0.00% 0.24% City of Coachella 246,096 11.29% 8.33% 11.29% 0.00% 11.29% Coachella Valley Water District 54,459 2.50% 8.33% 2.50% 0.00% 2.50% Torres Martinez Desert Indians 400 0.02% 8.33% 0.02% 0.00% 0.02% City of Indio 776,731 35.64% 8.33% 35.64% 0.00% 35.64%
City of Indian Wells 4,738 0.22% 8.33% 0.22% 0.00% 0.22% City of La Quinta 593,340 27.23% 8.33% 27.23% 0.00% 27.23% 29 Palms Band of Mission Indians 8,000 0.37% 8.33% 0.37% 0.00% 0.37% City of Palm Desert 111,624 5.12% 8.33% 5.12% 0.00% 5.12% County of Riverside (w/i IID) 354,589 16.27% 8.33% 16.27% 0.00% 16.27% City of Rancho Mirage 23,073 1.06% 8.33% 1.06% 0.00% 1.06% TOTALS 2,179,190 100.00% 100.00% 100.00% 0.00% 100.00%

CVPA SAMPLE MEMBERSHIP AND VOTE TABLE

ALL CVPA MEMBERS AVAILABLE AND PRESENT AT MEETING
Total Wtd Vote
Present %
Headcount %
Present
Summary of Vote Shares Present
Energy
Present %
Wtd. Energy
Present %
Wtd. Headcount
Present %

DISPLAY OF CVPA MEMBERS PRESENT AND RESPECTIVE ENERGY AND HEADCOUNT SHARES JPA Members Present at Meeting Annual Energy
(MWh)
For quorum, > 50% Total Weighted Vote Shares of Members eligible to vote must be present (including Proxies). In all cases a quorum also requires that at least three (3) Members eligible to vote must be physically present (excluding Proxies). 56 CLICK HERE to Return to Agenda
65285.00001\42665621.4
Coachella Valley Power Agency
Joint Powers Agreement
March 14, 2025
30 EXHIBIT E

SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their duly authorized representatives
Signature Page of the City of La Quinta Agreeing To Become a Party to the Coachella Valley Power Authority Joint Powers Agreement
Pursuant to City Council authorization approvedction taken on March 18, 2025, and memorialized via Council Resolution No. 2025-007 adopted on April 1, 2025, the City of La Quinta agrees to become a Party to the Coachella Valley Power Authority Joint Powers Agreement dated for reference purposes as of May 1, 2025, pursuant to Section 2.4.1 of the Agreement.

CITY OF LA QUINTA
By: ______________________________
Name: JON McMILLEN_________________
Title: City Manager____________________
Date: ___________
ATTEST:

By: ______________________________
Name: MONIKA RADEVA________________
Title: City Clerk_____________________
APPROVED AS TO FORM:

By: ______________________________
Name: WILLIAM H. IHRKE______________
Title: City Attorney____________________

57 CLICK HERE to Return to Agenda
58 CLICK HERE to Return to Agenda
City of La Quinta
CITY COUNCIL MEETING: April 1, 2025

STAFF REPORT
AGENDA TITLE: APPROVE AGREEMENT FOR CONTRACT SERVICES WITH FIND

FOOD BANK TO PROVIDE MOBILE MARKET AND NON-PERISHABLE FOOD KITS

TO SENIORS AND LA QUINTA RESIDENTS

RECOMMENDATION
Approve Agreement for Contract Services with FIND Food Bank to provide mobile market and non-perishable food kits to seniors and La Quinta residents; and authorize the City Manager to execute the agreement.

EXECUTIVE SUMMARY
• In July 2020, the City entered into an agreement with FIND Food Bank (FIND) to provide funding to support food distribution to seniors, low/fixed income residents, and those in need due to the COVID-19 pandemic.
• The partnership evolved into providing food to La Quinta’s affordable housing sites, senior communities, and residents.
• Approving the proposed agreement (Attachment 1) enables FIND to continue food distribution services through fiscal year 2025/26.

FISCAL IMPACT
The cost to continue food distribution services is $60,000 per fiscal year. Funds are available in the Grants Account (Account No. 101-3001-60510).

BACKGROUND/ANALYSIS
In March of 2020, the COVID-19 pandemic created a surge for needed food resources for La Quinta residents. Food insecurity affected homebound and isolated seniors, adults and families who lost stable jobs, and children who lost access to free/reduced meals due to school closures. It was during this time that the City entered into a partnership with FIND to support food distribution services and direct service to low/fixed income senior housing complexes. Since then, the City has partnered with FIND to offer mobile food markets and provide food delivery directly to residents of Hadley Villas, Washington Street Apartments, Vista Dunes Courtyard Homes, Coral Mountain Apartments, and Wolff Waters Place.

CONSENT CALENDAR ITEM NO. 3
59 CLICK HERE to Return to Agenda
Additionally, in April 2024, FIND began hosting a mobile food market from the La Quinta Library parking lot, providing an easily accessible location for individuals to obtain additional food resources. Approving the proposed agreement enables FIND to continue providing much needed food resources to the community.

ALTERNATIVES
Council may elect to modify or not approve the agreement.

Prepared by: Michael Calderon, Senior Management Analyst Approved by: Christina Calderon, Community Services Deputy Director Attachment: 1. Agreement for Contract Services with FIND Foodbank

2. FIND Food Bank Proposal

60 CLICK HERE to Return to Agenda

AGREEMENT FOR CONTRACT SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (the “Agreement”) is made and entered into by and between the CITY OF LA QUINTA, (“City”), a California municipal corporation, and FIND FOOD BANK a non-profit organization, with a place of business at 83775 Citrus Ave, Indio, California 92201 (“Contracting Party”). The parties hereto agree as follows:

1. SERVICES OF CONTRACTING PARTY.

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contracting Party shall provide those services related to the storage, preparation, and delivery of non-perishable food kits for seniors and La Quinta residents, as specified in the “Scope of Services” attached hereto as “Exhibit A” and incorporated herein by this reference (the “Services”). Contracting Party represents and warrants that Contracting Party is a provider of first-class work and/or services and Contracting Party is experienced in performing the Services contemplated herein and, in light of such status and experience, Contracting Party covenants that it shall follow industry standards in performing the Services required hereunder, and that all materials, if any, will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase “industry standards” shall mean those standards of practice recognized by one or more first-class firms performing similar services under similar circumstances.

1.2 Compliance with Law. All Services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of the City and any Federal, State, or local governmental agency of competent jurisdiction.

1.3 Wage and Hour Compliance, Contracting Party shall comply with applicable Federal, State, and local wage and hour laws.

1.4 Licenses, Permits, Fees and Assessments. Except as otherwise specified herein, Contracting Party shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement, including a City of La Quinta business license. Contracting Party and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required for the performance of the Services required by this Agreement.

Contracting Party shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the performance of the Services required by this Agreement, and shall indemnify, defend (with counsel selected by City), and hold City, its elected officials, officers, employees, and agents, free and harmless against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City hereunder. Contracting Party shall be responsible for all subcontractors’ compliance with this Section.

ATTACHMENT 1
61 CLICK HERE to Return to Agenda
-2-

1.5 Familiarity with Work. By executing this Agreement, Contracting Party warrants that (a) it has thoroughly investigated and considered the Services to be performed, (b) it has investigated the site where the Services are to be performed, if any, and fully acquainted itself with the conditions there existing, (c) it has carefully considered how the Services should be performed, and (d) it fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement.

Should Contracting Party discover any latent or unknown conditions materially differing from those inherent in the Services or as represented by City, Contracting Party shall immediately inform City of such fact and shall not proceed except at Contracting Party’s risk until written instructions are received from the Contract Officer, or assigned designee (as defined in Section 4.2 hereof).

1.6 Standard of Care. Contracting Party acknowledges and understands that the Services contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Contracting Party’s work will be held to an industry standard of quality and workmanship. Consistent with Section 1.5 hereinabove, Contracting Party represents to City that it holds the necessary skills and abilities to satisfy the industry standard of quality as set forth in this Agreement. Contracting Party shall adopt reasonable methods during the life of this Agreement to furnish continuous protection to the Services performed by Contracting Party, and the equipment, materials, papers, and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by City’s own negligence.

The performance of Services by Contracting Party shall not relieve Contracting Party from any obligation to correct any incomplete, inaccurate, or defective work at no further cost to City, when such inaccuracies are due to the negligence of Contracting Party.

1.7 Additional Services. In accordance with the terms and conditions of this Agreement, Contracting Party shall perform services in addition to those specified in the Scope of Services (“Additional Services”) only when directed to do so by the Contract Officer, or assigned designee, provided that Contracting Party shall not be required to perform any Additional Services without compensation. Contracting Party shall not perform any Additional Services until receiving prior written authorization (in the form of a written change order if Contracting Party is a contractor performing the Services) from the Contract Officer, or assigned designee, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of Contracting Party. It is expressly understood by Contracting Party that the provisions of this Section shall not apply to the Services specifically set forth in the Scope of Services or reasonably contemplated therein. It is specifically understood and agreed that oral requests and/or approvals of Additional Services shall be barred and are unenforceable. Failure of Contracting Party to secure the Contract Officer’s, or assigned designee’s written authorization for Additional Services shall constitute a waiver of any and all right to adjustment of the Contract Sum or time to perform this Agreement, whether by way of compensation, restitution, quantum meruit, or the like, for Additional Services provided without the appropriate authorization from the Contract Officer, or assigned designee. 62 CLICK HERE to Return to Agenda
-3-
Compensation for properly authorized Additional Services shall be made in accordance with Section 2.3 of this Agreement.

1.8 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in “Exhibit D” (the “Special Requirements”), which is incorporated herein by this reference and expressly made a part hereof. In the event of a conflict between the provisions of the Special Requirements and any other provisions of this Agreement, the provisions of the Special Requirements shall govern.

2. COMPENSATION.

2.1 Contract Sum. For the Services rendered pursuant to this Agreement, Contracting Party shall be compensated in accordance with “Exhibit B” (the “Schedule of Compensation”) in a total amount not to exceed Sixty Thousand Dollars ($60,000) per fiscal year, for the life of the Agreement, encompassing the Initial and any Extended Terms (the “Contract Sum”), except as provided in Section 1.7. The method of compensation set forth in the Schedule of Compensation may include a lump sum payment upon completion, payment in accordance with the percentage of completion of the Services, payment for time and materials based upon Contracting Party’s rate schedule, but not exceeding the Contract Sum, or such other reasonable methods as may be specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contracting Party at all project meetings reasonably deemed necessary by City; Contracting Party shall not be entitled to any additional compensation for attending said meetings. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses when and if specified in the Schedule of Compensation.

Regardless of the method of compensation set forth in the Schedule of Compensation, Contracting Party’s overall compensation shall not exceed the Contract Sum, except as provided in Section 1.7 of this Agreement.

2.2 Method of Billing & Payment. Any month in which Contracting Party wishes to receive payment, Contracting Party shall submit to City no later than the tenth (10th) working day of such month, in the form approved by City’s Finance Director, an invoice for Services rendered prior to the date of the invoice. Such invoice shall (1) describe in detail the Services provided, including time and materials, and (2) specify each staff member who has provided Services and the number of hours assigned to each such staff member. Such invoice shall contain a certification by a principal member of Contracting Party specifying that the payment requested is for Services performed in accordance with the terms of this Agreement. Upon approval in writing by the Contract Officer, or assigned designee, and subject to retention pursuant to Section 8.3, City will pay Contracting Party for all items stated thereon which are approved by City pursuant to this Agreement no later than thirty (30) days after invoices are received by the City’s Finance Department.

2.3 Compensation for Additional Services. Additional Services approved in advance by the Contract Officer, or assigned designee, pursuant to Section 1.7 of this 63 CLICK HERE to Return to Agenda
-4-
Agreement shall be paid for in an amount agreed to in writing by both City and Contracting Party in advance of the Additional Services being rendered by Contracting Party. Any compensation for Additional Services amounting to five percent (5%) or less of the Contract Sum may be approved by the Contract Officer, or assigned designee. Any greater amount of compensation for Additional Services must be approved by the La Quinta City Council, the City Manager, or Department Director, depending upon City laws, regulations, rules and procedures concerning public contracting. Under no circumstances shall Contracting Party receive compensation for any Additional Services unless prior written approval for the Additional Services is obtained from the Contract Officer, or assigned designee, pursuant to Section 1.7 of this Agreement.

3. PERFORMANCE SCHEDULE.

3.1 Time of Essence. Time is of the essence in the performance of this Agreement. If the Services not completed in accordance with the Schedule of Performance, as set forth in Section 3.2 and “Exhibit C”, it is understood that the City will suffer damage.

3.2 Schedule of Performance. All Services rendered pursuant to this Agreement shall be performed diligently and within the time period established in “Exhibit C” (the “Schedule of Performance”). Extensions to the time period specified in the Schedule of Performance may be approved in writing by the Contract Officer, or assigned designee.

3.3 Force Majeure. The time period specified in the Schedule of Performance for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contracting Party, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, and unusually severe weather, if Contracting Party shall within ten (10) days of the commencement of such delay notify the Contract Officer, or assigned designee, in writing of the causes of the delay. The Contract Officer, or assigned designee, shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the forced delay when and if in the Contract Officer’s judgment such delay is justified, and the Contract Officer’s determination, or assigned designee, shall be final and conclusive upon the parties to this Agreement. Extensions to time period in the Schedule of Performance which are determined by the Contract Officer, or assigned designee, to be justified pursuant to this Section shall not entitle the Contracting Party to additional compensation in excess of the Contract Sum.

3.4 Term. Unless earlier terminated in accordance with the provisions in Article 8.0 of this Agreement, the term of this agreement shall commence on July 1, 2025, and terminate on June 30, 2026 (“Initial Term”). This Agreement may be extended for up to five (5) years upon mutual agreement by both parties (“Extended Term”), and executed in writing.
64 CLICK HERE to Return to Agenda
-5-

4. COORDINATION OF WORK.

4.1 Representative of Contracting Party. The following principals of Contracting Party (“Principals”) are hereby designated as being the principals and representatives of Contracting Party authorized to act in its behalf with respect to the Services specified herein and make all decisions in connection therewith:
(a) Debbie Espinosa, President/CEO
Telephone No. (760) 755-3663
Email: [email protected]
It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing Principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing Principals shall be responsible during the term of this Agreement for directing all activities of Contracting Party and devoting sufficient time to personally supervise the Services hereunder. For purposes of this Agreement, the foregoing Principals may not be changed by Contracting Party and no other personnel may be assigned to perform the Services required hereunder without the express written approval of City.

4.2 Contract Officer. The “Contract Officer”, otherwise known as Christina Calderon, Community Services Deputy Director or assigned designee may be designated in writing by the City Manager of the City. It shall be Contracting Party’s responsibility to assure that the Contract Officer, or assigned designee, is kept informed of the progress of the performance of the Services, and Contracting Party shall refer any decisions, that must be made by City to the Contract Officer, or assigned designee.

Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer, or assigned designee. The Contract Officer, or assigned designee, shall have authority to sign all documents on behalf of City required hereunder to carry out the terms of this Agreement.

4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability, and reputation of Contracting Party, its principals, and its employees were a substantial inducement for City to enter into this Agreement. Except as set forth in this Agreement, Contracting Party shall not contract or subcontract with any other entity to perform in whole or in part the Services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered, voluntarily or by operation of law, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contracting Party, taking all transfers into account on a cumulative basis. Any attempted or purported assignment or contracting or subcontracting by Contracting Party without City’s express written approval shall be null, void, and of no effect. No approved transfer shall release Contracting Party of any liability hereunder without the express consent of City.
65 CLICK HERE to Return to Agenda
-6-

4.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contracting Party, its agents, or its employees, perform the Services required herein, except as otherwise set forth herein.

City shall have no voice in the selection, discharge, supervision, or control of Contracting Party’s employees, servants, representatives, or agents, or in fixing their number or hours of service. Contracting Party shall perform all Services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contracting Party shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contracting Party in its business or otherwise or a joint venture or a member of any joint enterprise with Contracting Party. Contracting Party shall have no power to incur any debt, obligation, or liability on behalf of City. Contracting Party shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Except for the Contract Sum paid to Contracting Party as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Contracting Party for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Contracting Party for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contracting Party and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Contracting Party agrees to pay all required taxes on amounts paid to Contracting Party under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contracting Party shall fully comply with the workers’ compensation laws regarding Contracting Party and Contracting Party’s employees. Contracting Party further agrees to indemnify and hold City harmless from any failure of Contracting Party to comply with applicable workers’ compensation laws. City shall have the right to offset against the amount of any payment due to Contracting Party under this Agreement any amount due to City from Contracting Party as a result of Contracting Party’s failure to promptly pay to City any reimbursement or indemnification arising under this Section.

4.5 Identity of Persons Performing Work. Contracting Party represents that it employs or will employ at its own expense all personnel required for the satisfactory performance of any and all of the Services set forth herein. Contracting Party represents that the Services required herein will be performed by Contracting Party or under its direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be authorized and permitted under applicable State and local law to perform such tasks and services.

4.6 City Cooperation. City shall provide Contracting Party with any plans, publications, reports, statistics, records, or other data or information pertinent to the 66 CLICK HERE to Return to Agenda
-7-
Services to be performed hereunder which are reasonably available to Contracting Party only from or through action by City.

5. INSURANCE.

5.1 Insurance. Prior to the beginning of any Services under this Agreement and throughout the duration of the term of this Agreement, Contracting Party shall procure and maintain, at its sole cost and expense, and submit concurrently with its execution of this Agreement, policies of insurance as set forth in “Exhibit E” (the “Insurance Requirements”) which is incorporated herein by this reference and expressly made a part hereof.

5.2 Proof of Insurance. Contracting Party shall provide Certificate of Insurance to Agency along with all required endorsements. Certificate of Insurance and endorsements must be approved by Agency’s Risk Manager prior to commencement of performance.

6. INDEMNIFICATION.

6.1 Indemnification. To the fullest extent permitted by law, Contracting Party shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, agents, and volunteers as set forth in “Exhibit F” (“Indemnification”) which is incorporated herein by this reference and expressly made a part hereof.

7. RECORDS AND REPORTS.

7.1 Reports. Contracting Party shall periodically prepare and submit to the Contract Officer, or assigned designee, such reports concerning Contracting Party’s performance of the Services required by this Agreement as the Contract Officer, or assigned designee, shall require. Contracting Party hereby acknowledges that City is greatly concerned about the cost of the Services to be performed pursuant to this Agreement. For this reason, Contracting Party agrees that if Contracting Party becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services contemplated herein or, if Contracting Party is providing design services, the cost of the project being designed, Contracting Party shall promptly notify the Contract Officer, or assigned designee, of said fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Contracting Party is providing design services, the estimated increased or decreased cost estimate for the project being designed.

7.2 Records. Contracting Party shall keep, and require any subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports (including but not limited to payroll reports), studies, or other documents relating to the disbursements charged to City and the Services performed hereunder (the “Books and Records”), as shall be necessary to perform the Services required by this Agreement and enable the Contract Officer, or assigned designee, to evaluate the performance of such Services. Any and all such Books and Records shall be maintained in accordance with 67 CLICK HERE to Return to Agenda
-8-
generally accepted accounting principles and shall be complete and detailed. The Contract Officer, or assigned designee, shall have full and free access to such Books and Records at all times during normal business hours of City, including the right to inspect, copy, audit, and make records and transcripts from such Books and Records.

Such Books and Records shall be maintained for a period of three (3) years following completion of the Services hereunder, and City shall have access to such Books and Records in the event any audit is required. In the event of dissolution of Contracting Party’s business, custody of the Books and Records may be given to City, and access shall be provided by Contracting Party’s successor in interest. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds Ten Thousand Dollars ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement.

7.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials plans, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium prepared or caused to be prepared by Contracting Party, its employees, subcontractors, and agents in the performance of this Agreement (the “Documents and Materials”) shall be the property of City and shall be delivered to City upon request of the Contract Officer, or assigned designee, or upon the expiration or termination of this Agreement, and Contracting Party shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the Documents and Materials hereunder. Any use, reuse or assignment of such completed Documents and Materials for other projects and/or use of uncompleted documents without specific written authorization by Contracting Party will be at City’s sole risk and without liability to Contracting Party, and Contracting Party’s guarantee and warranties shall not extend to such use, revise, or assignment. Contracting Party may retain copies of such Documents and Materials for its own use. Contracting Party shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any Documents and Materials prepared by them, and in the event Contracting Party fails to secure such assignment, Contracting Party shall indemnify City for all damages resulting therefrom.

7.4 In the event City or any person, firm, or corporation authorized by City reuses said Documents and Materials without written verification or adaptation by Contracting Party for the specific purpose intended and causes to be made or makes any changes or alterations in said Documents and Materials, City hereby releases, discharges, and exonerates Contracting Party from liability resulting from said change.

The provisions of this clause shall survive the termination or expiration of this Agreement and shall thereafter remain in full force and effect.

7.5 Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all 68 CLICK HERE to Return to Agenda
-9-
copyrights, designs, rights of reproduction, and other intellectual property embodied in the Documents and Materials. Contracting Party shall require all subcontractors, if any, to agree in writing that City is granted a non-exclusive and perpetual license for the Documents and Materials the subcontractor prepares under this Agreement. Contracting Party represents and warrants that Contracting Party has the legal right to license any and all of the Documents and Materials. Contracting Party makes no such representation and warranty in regard to the Documents and Materials which were prepared by design professionals other than Contracting Party or provided to Contracting Party by City. City shall not be limited in any way in its use of the Documents and Materials at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

7.6 Release of Documents. The Documents and Materials shall not be released publicly without the prior written approval of the Contract Officer, or assigned designee, or as required by law. Contracting Party shall not disclose to any other entity or person any information regarding the activities of City, except as required by law or as authorized by City.

7.7 Confidential or Personal Identifying Information. Contracting Party covenants that all City data, data lists, trade secrets, documents with personal identifying information, documents that are not public records, draft documents, discussion notes, or other information, if any, developed or received by Contracting Party or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contracting Party to any person or entity without prior written authorization by City or unless required by law. City shall grant authorization for disclosure if required by any lawful administrative or legal proceeding, court order, or similar directive with the force of law. All City data, data lists, trade secrets, documents with personal identifying information, documents that are not public records, draft documents, discussions, or other information shall be returned to City upon the termination or expiration of this Agreement.

Contracting Party’s covenant under this section shall survive the termination or expiration of this Agreement.

8. ENFORCEMENT OF AGREEMENT.

8.1 California Law. This Agreement shall be interpreted, construed, and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contracting Party covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

8.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service 69 CLICK HERE to Return to Agenda
-10-
of the notice, or such longer period as may be permitted by the Contract Officer, or assigned designee; provided that if the default is an immediate danger to the health, safety, or general welfare, City may take such immediate action as City deems warranted.

Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party’s right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City’s right to terminate this Agreement without cause pursuant to this Article 8.0. During the period of time that Contracting Party is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during any period of default.

8.3 Retention of Funds. City may withhold from any monies payable to Contracting Party sufficient funds to compensate City for any losses, costs, liabilities, or damages it reasonably believes were suffered by City due to the default of Contracting Party in the performance of the Services required by this Agreement.

8.4 Waiver. No delay or omission in the exercise of any right or remedy of a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. City’s consent or approval of any act by Contracting Party requiring City’s consent or approval shall not be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contracting Party. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

8.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

8.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.

8.7 Termination Prior To Expiration of Term. This Section shall govern any termination of this Agreement, except as specifically provided in the following Section for termination for cause. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice to Contracting Party. Upon receipt of any notice of termination, Contracting Party shall immediately cease all Services hereunder except such as may be specifically approved by the Contract Officer, or assigned designee. Contracting Party shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer, or assigned designee, thereafter in accordance with 70 CLICK HERE to Return to Agenda
-11-
the Schedule of Compensation or such as may be approved by the Contract Officer, or assigned designee, except amounts held as a retention pursuant to this Agreement.

8.8 Termination for Default of Contracting Party. If termination is due to the failure of Contracting Party to fulfill its obligations under this Agreement, Contracting Party shall vacate any City-owned property which Contracting Party is permitted to occupy hereunder and City may, after compliance with the provisions of Section 8.2, take over the Services and prosecute the same to completion by contract or otherwise, and Contracting Party shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Contracting Party for the purpose of setoff or partial payment of the amounts owed City.

8.9 Attorneys’ Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys’ fees; provided, however, that the attorneys’ fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing party in the conduct of the litigation.

Attorneys’ fees shall include attorneys’ fees on any appeal, and in addition a party entitled to attorneys’ fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery, and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. The court may set such fees in the same action or in a separate action brought for that purpose.

9. CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.

9.1 Non-liability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Contracting Party, or any successor in interest, in the event or any default or breach by City or for any amount which may become due to Contracting Party or to its successor, or for breach of any obligation of the terms of this Agreement.

9.2 Conflict of Interest. Contracting Party covenants that neither it, nor any officer or principal of it, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contracting Party’s performance of the Services under this Agreement. Contracting Party further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent, or subcontractor without the express written consent of the Contract Officer, or assigned designee. Contracting Party agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. 71 CLICK HERE to Return to Agenda
-12-
No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. Contracting Party warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

9.3 Covenant against Discrimination. Contracting Party covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry in the performance of this Agreement. Contracting Party shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.

10. MISCELLANEOUS PROVISIONS.

10.1 Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section.

To City:

CITY OF LA QUINTA
Attention: Christina Calderon
78495 Calle Tampico
La Quinta, California 92253
To Contracting Party:

FIND FOOD BANK, INC.

Debbie Espinosa
83775 Citrus, Ave
Indio, California 92201

10.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

10.3 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.

10.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.
72 CLICK HERE to Return to Agenda
-13-

10.5 Integrated Agreement. This Agreement including the exhibits hereto is the entire, complete, and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the parties, and none shall be used to interpret this Agreement.

10.6 Amendment. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Contracting Party and by the City Council of City. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

10.7 Severability. In the event that any one or more of the articles, phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable, such invalidity or unenforceability shall not affect any of the remaining articles, phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

10.8 Unfair Business Practices Claims. In entering into this Agreement, Contracting Party offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials related to this Agreement. This assignment shall be made and become effective at the time City renders final payment to Contracting Party without further acknowledgment of the parties.

10.9 No Third-Party Beneficiaries. With the exception of the specific provisions set forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder.

10.10 Authority. The persons executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]
73 CLICK HERE to Return to Agenda
-14-
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below.

CITY OF LA QUINTA,
a California Municipal Corporation
JON McMILLEN, City Manager
City of La Quinta, California
Dated:

FIND FOOD BANK
a non-profit organization

DEBBIE ESPINOSA
President/CEO
Date: ____________________________
ATTEST:

MONIKA RADEVA, City Clerk
City of La Quinta, California
APPROVED AS TO FORM:

WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
74 CLICK HERE to Return to Agenda
Exhibit A

Exhibit A
Scope of Services
City and FIND Food Bank are partnering to provide non-perishable food kits to seniors and La Quinta residents who are in need of assistance with obtaining food.

1. Services to be Provided:
a. Food kits to contain non-perishable items such as canned stew, canned chili, dry pasta, pasta sauce, beans, and rice. Excludes bottled water. Food items subject to change based on availability.
b. FIND will deliver food kits to the following locations:
• Hadley Villas Apartments
• Washington St. Apartments
• Coral Mountain Apartments
• Wolff Waters Place Apartments
• Vista Dunes Courtyard Homes
Any changes to the food distribution sites and delivery days and times shall be mutually agreed upon by both parties in writing.
c. Additional food distribution sites, days, and times may be added or modified and agreed upon by both parties in writing.
d. City has designated the La Quinta Library (Library) as a food distribution site. FIND will deliver food kits from the Library parking lot every 1st Wednesday and 4th Saturday of each month (FIND will arrive at approximately 7:00 am to begin set up, distribute food 8:00 am to 9:00 am, and clean up 9:00 am to 10:00 am). If a food distribution conflicts with Library or City programming/events, FIND will be provided with an alternative location.

Any changes to the Library being the designated food distribution site shall be mutually agreed upon by both parties in writing.
e. City staff will assess potential new participants of the food delivery program and add those that qualify to the distribution rotation as food remains available. f. If available, FIND will allocate volunteers to assist with food distribution. g. FIND agrees to repair any damages to the facility caused by their delivery method. 75 CLICK HERE to Return to Agenda
Exhibit A

ADDENDUM TO AGREEMENT
Re: Scope of Services
If the Scope of Services include construction, alteration, demolition, installation, repair, or maintenance affecting real property or structures or improvements of any kind appurtenant to real property, the following apply:

1. Prevailing Wage Compliance. If Contracting Party is a contractor performing public works and maintenance projects, as described in this Section 1.3, Contracting Party shall comply with applicable Federal, State, and local laws. Contracting Party is aware of the requirements of California Labor Code Sections 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Sections 16000, et seq., (collectively, the “Prevailing Wage Laws”), and La Quinta Municipal Code Section 3.12.040, which require the payment of prevailing wage rates and the performance of other requirements on “Public works” and “Maintenance” projects. If the Services are being performed as part of an applicable “Public works” or “Maintenance” project, as defined by the Prevailing Wage Laws, and if construction work over twentyfive thousand dollars ($25,000.00) and/or alterations, demolition, repair or maintenance work over fifteen thousand dollars ($15,000.00) is entered into or extended on or after January 1, 2015 by this Agreement, Contracting Party agrees to fully comply with such Prevailing Wage Laws including, but not limited to, requirements related to the maintenance of payroll records and the employment of apprentices. Pursuant to California Labor Code Section 1725.5, no contractor or subcontractor may be awarded a contract for public work on a “Public works” project unless registered with the California Department of Industrial Relations (“DIR”) at the time the contract is awarded. If the Services are being performed as part of an applicable “Public works” or “Maintenance” project, as defined by the Prevailing Wage Laws, this project is subject to compliance monitoring and enforcement by the DIR. Contracting Party will maintain and will require all subcontractors to maintain valid and current DIR Public Works contractor registration during the term of this Agreement. Contracting Party shall notify City in writing immediately, and in no case more than twenty-four (24) hours, after receiving any information that Contracting Party’s or any of its subcontractor’s DIR registration status has been suspended, revoked, expired, or otherwise changed. It is understood that it is the responsibility of Contracting Party to determine the correct salary scale. Contracting Party shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at Contracting Party’s principal place of business and at the project site, if any. The statutory penalties for failure to pay prevailing wage or to comply with State wage and hour laws will be enforced. Contracting Party must forfeit to City TWENTY-FIVE DOLLARS ($25.00) per day for each worker who works in excess of the minimum working hours when Contracting Party does not pay overtime. In accordance with the provisions of Labor Code Sections 1810 et seq., eight (8) hours is the legal working day. Contracting Party also shall comply with State law requirements to maintain payroll records and shall provide for certified records and inspection of records as required by California Labor Code Section 1770 et seq., including Section 1776. In addition to the other indemnities provided under this Agreement, Contracting Party shall defend (with counsel selected by City), indemnify, and hold City, 76 CLICK HERE to Return to Agenda
Exhibit A

its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It is agreed by the parties that, in connection with performance of the Services, including, without limitation, any and all “Public works” (as defined by the Prevailing Wage Laws), Contracting Party shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Contracting Party acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws.

Contracting Party shall require the same of all subcontractors.

2. Retention. Payments shall be made in accordance with the provisions of Article 2.0 of the Agreement. In accordance with said Sections, City shall pay Contracting Party a sum based upon ninety-five percent (95%) of the Contract Sum apportionment of the labor and materials incorporated into the Services under this Agreement during the month covered by said invoice. The remaining five percent (5%) thereof shall be retained as performance security to be paid to Contracting Party within sixty (60) days after final acceptance of the Services by the City Council of City, after Contracting Party has furnished City with a full release of all undisputed payments under this Agreement, if required by City. In the event there are any claims specifically excluded by Contracting Party from the operation of the release, City may retain proceeds (per Public Contract Code § 7107) of up to one hundred fifty percent (150%) of the amount in dispute. City’s failure to deduct or withhold shall not affect Contracting Party’s obligations under the Agreement.

3. Utility Relocation. City is responsible for removal, relocation, or protection of existing main or trunk-line utilities to the extent such utilities were not identified in the invitation for bids or specifications. City shall reimburse Contracting Party for any costs incurred in locating, repairing damage not caused by Contracting Party, and removing or relocating such unidentified utility facilities. Contracting Party shall not be assessed liquidated damages for delay arising from the removal or relocation of such unidentified utility facilities.

4. Trenches or Excavations. Pursuant to California Public Contract Code Section 7104, in the event the work included in this Agreement requires excavations more than four (4) feet in depth, the following shall apply:
(a) Contracting Party shall promptly, and before the following conditions are disturbed, notify City, in writing, of any: (1) material that Contracting Party believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law; (2) subsurface or latent physical conditions at the site different from those indicated by information about the site made available to bidders prior to the deadline for submitting bids; or (3) unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Agreement. 77 CLICK HERE to Return to Agenda
Exhibit A

(b) City shall promptly investigate the conditions, and if it finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in Contracting Party’s cost of, or the time required for, performance of any part of the work shall issue a change order per Section 1.8 of the Agreement. (c) in the event that a dispute arises between City and Contracting Party whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contracting Party’s cost of, or time required for, performance of any part of the work, Contracting Party shall not be excused from any scheduled completion date provided for by this Agreement, but shall proceed with all work to be performed under this Agreement. Contracting Party shall retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the contracting Parties.

5. Safety. Contracting Party shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out the Services, Contracting Party shall at all times be in compliance with all applicable local, state, and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

6. Liquidated Damages. Since the determination of actual damages for any delay in performance of the Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, Contracting Party shall be liable for and shall pay to City the sum of One Thousand dollars ($1,000.00) as liquidated damages for each working day of delay in the performance of any of the Services required hereunder, as specified in the Schedule of Performance. In addition, liquidated damages may be assessed for failure to comply with the emergency call out requirements, if any, described in the Scope of Services. City may withhold from any moneys payable on account of the Services performed by Contracting Party any accrued liquidated damages. 78 CLICK HERE to Return to Agenda
Exhibit B

Exhibit B
Schedule of Compensation
With the exception of compensation for Additional Services, provided for in Section 2.3 of this Agreement, the maximum total compensation to be paid to Contracting Party under this Agreement is not to exceed Sixty Thousand Dollars ($ 60,000) per fiscal year, for the life of the Agreement, encompassing the Initial and any Extended Terms (the “Contract Sum”). The Contract Sum shall be paid to Contracting Party in one lump sum payment to be issued annually after July 1 for as long as the Term of the Agreement remains in effect, including the Initial or any Extended Term. 79 CLICK HERE to Return to Agenda
-2-
Exhibit C
Schedule of Performance
Contracting Party shall complete all services identified in the Scope of Services, Exhibit A of this Agreement, in accordance with the Project Schedule, attached hereto and incorporated herein by this reference.
80 CLICK HERE to Return to Agenda
Exhibit D

Exhibit D
Special Requirements
None.
81 CLICK HERE to Return to Agenda
Exhibit E

Exhibit E
Insurance Requirements
E.1 Insurance. Prior to the beginning of and throughout the duration of this Agreement, the following policies shall be maintained and kept in full force and effect providing insurance with minimum limits as indicated below and issued by insurers with A.M. Best ratings of no less than A-VI:

Commercial General Liability (at least as broad as ISO CG 0001) $1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Must include the following endorsements:

General Liability Additional Insured
General Liability Primary and Non-contributory
Commercial Auto Liability (at least as broad as ISO CA 0001) $1,000,000 (per accident)
Auto Liability Additional Insured
Personal Auto Declaration Page if applicable
Errors and Omissions Liability
$1,000,000 (per claim and aggregate)
Workers’ Compensation
(per statutory requirements)
Must include the following endorsements:

Workers Compensation with Waiver of Subrogation
Workers Compensation Declaration of Sole Proprietor if applicable Cyber Liability
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Contracting Party shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, Commercial General Liability insurance against all claims for injuries against persons or damages to property resulting from Contracting Party’s acts or omissions rising out of or related to Contracting Party’s performance under this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for losses arising out of Contracting Party’s performance hereunder and neither City nor its insurers shall be required to contribute to any such loss. An endorsement evidencing the foregoing and naming the City and its officers and employees as additional insured (on the Commercial General Liability policy only) must be submitted concurrently with the execution of this Agreement and approved by City prior to commencement of the services hereunder. 82 CLICK HERE to Return to Agenda
Exhibit E

Contracting Party shall carry automobile liability insurance of $1,000,000 per accident against all claims for injuries against persons or damages to property arising out of the use of any automobile by Contracting Party, its officers, any person directly or indirectly employed by Contracting Party, any subcontractor or agent, or anyone for whose acts any of them may be liable, arising directly or indirectly out of or related to Contracting Party’s performance under this Agreement. If Contracting Party or Contracting Party’s employees will use personal autos in any way on this project, Contracting Party shall provide evidence of personal auto liability coverage for each such person. The term “automobile” includes, but is not limited to, a land motor vehicle, trailer or semi-trailer designed for travel on public roads. The automobile insurance policy shall contain a severability of interest clause providing that coverage shall be primary for losses arising out of Contracting Party’s performance hereunder and neither City nor its insurers shall be required to contribute to such loss.

Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Contracting Party and “Covered Professional Services” as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer’s duty to defend. The policy retroactive date shall be on or before the effective date of this agreement.

Contracting Party shall carry Workers’ Compensation Insurance in accordance with State Worker’s Compensation laws with employer’s liability limits no less than $1,000,000 per accident or disease.

Contracting Party shall procure and maintain Cyber Liability insurance with limits of $1,000,000 per occurrence/loss which shall include the following coverage:
a. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, dissemination or use of the confidential information.
b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems.
c. Liability arising from the failure of technology products (software) required under the contract for Consultant to properly perform the services intended.
d. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deeplinking or framing, and infringement or violation of intellectual property rights.
83 CLICK HERE to Return to Agenda
Exhibit E

e. Liability arising from the failure to render professional services.

If coverage is maintained on a claims-made basis, Contracting Party shall maintain such coverage for an additional period of three (3) years following termination of the contract.

Contracting Party shall provide written notice to City within ten (10) working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self-insured retention is increased.

In the event any of said policies of insurance are cancelled, Contracting Party shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Exhibit to the Contract Officer. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of Contracting Party’s obligation to indemnify City, its officers, employees, contractors, subcontractors, or agents.

E.2 Remedies. In addition to any other remedies City may have if Contracting Party fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option:
a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement. b. Order Contracting Party to stop work under this Agreement and/or withhold any payment(s) which become due to Contracting Party hereunder until Contracting Party demonstrates compliance with the requirements hereof. c. Terminate this Agreement.

Exercise any of the above remedies, however, is an alternative to any other remedies City may have. The above remedies are not the exclusive remedies for Contracting Party’s failure to maintain or secure appropriate policies or endorsements.

Nothing herein contained shall be construed as limiting in any way the extent to which Contracting Party may be held responsible for payments of damages to persons or property resulting from Contracting Party’s or its subcontractors’ performance of work under this Agreement.

E.3 General Conditions Pertaining to Provisions of Insurance Coverage by Contracting Party. Contracting Party and City agree to the following with respect to insurance provided by Contracting Party:

1. Contracting Party agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees, and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Contracting Party also agrees to require all contractors, and subcontractors to do likewise.

2. No liability insurance coverage provided to comply with this Agreement shall prohibit Contracting Party, or Contracting Party’s employees, or agents, from waiving the 84 CLICK HERE to Return to Agenda
Exhibit E

right of subrogation prior to a loss. Contracting Party agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise.

3. All insurance coverage and limits provided by Contracting Party and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to City or its operations limits the application of such insurance coverage.

4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.

5. No liability policy shall contain any provision or definition that would serve to eliminate so-called “third party action over” claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor.

6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Contracting Party shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City’s protection without City’s prior written consent.

7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all the coverages required and an additional insured endorsement to Contracting Party’s general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Contracting Party or deducted from sums due Contracting Party, at City option.

8. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Contracting Party or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self-insurance available to City.

9. Contracting Party agrees to ensure that subcontractors, and any other party involved with the project that is brought onto or involved in the project by Contracting Party, provide the same minimum insurance coverage required of Contracting Party.

Contracting Party agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contracting Party agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review.

10. Contracting Party agrees not to self-insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein (with the 85 CLICK HERE to Return to Agenda
Exhibit E

exception of professional liability coverage, if required) and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self-insure its obligations to City. If Contracting Party’s existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Contracting Party, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions.

11. The City reserves the right at any time during the term of this Agreement to change the amounts and types of insurance required by giving the Contracting Party ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contracting Party, the City will negotiate additional compensation proportional to the increased benefit to City.

12. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement.

13. Contracting Party acknowledges and agrees that any actual or alleged failure on the part of City to inform Contracting Party of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard.

14. Contracting Party will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect.

15. Contracting Party shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Contracting Party’s insurance agent to this effect is acceptable. A certificate of insurance and an additional insured endorsement is required in these specifications applicable to the renewing or new coverage must be provided to City within five (5) days of the expiration of coverages.

16. The provisions of any workers’ compensation or similar act will not limit the obligations of Contracting Party under this agreement. Contracting Party expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials, and agents.

17. Requirements of specific coverage features, or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a 86 CLICK HERE to Return to Agenda
Exhibit E

given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be limiting or all-inclusive.

18. These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties here to be interpreted as such.

19. The requirements in this Exhibit supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Exhibit.

20. Contracting Party agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contracting Party for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

21. Contracting Party agrees to provide immediate notice to City of any claim or loss against Contracting Party arising out of the work performed under this agreement.

City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. 87 CLICK HERE to Return to Agenda
Exhibit F

Exhibit F
Indemnification
F.1 Indemnity for the Benefit of City.
a. Indemnification for Professional Liability. When the law establishes a professional standard of care for Contracting Party’s Services, to the fullest extent permitted by law, Contracting Party shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officials, employees, and agents (“Indemnified Parties”) from and against any and all claims, losses, liabilities of every kind, nature, and description, damages, injury (including, without limitation, injury to or death of an employee of Contracting Party or of any subcontractor), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys’ fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission of Contracting Party, its officers, agents, employees or subcontractors (or any entity or individual that Contracting Party shall bear the legal liability thereof) in the performance of professional services under this agreement. With respect to the design of public improvements, the Contracting Party shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of the Contracting Party. b. Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Contracting Party shall indemnify, defend (with counsel selected by City), and hold harmless the Indemnified Parties from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys’ fees, litigation expenses, and fees of expert consultants or expert witnesses) incurred in connection therewith and costs of investigation, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Contracting Party or by any individual or entity for which Contracting Party is legally liable, including but not limited to officers, agents, employees, or subcontractors of Contracting Party.
c. Indemnity Provisions for Contracts Related to Construction (Limitation on Indemnity). Without affecting the rights of City under any provision of this agreement, Contracting Party shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City’s active negligence accounts for only a percentage of the liability involved, the obligation of Contracting Party will be for that entire portion or percentage of liability not attributable to the active negligence of City.
88 CLICK HERE to Return to Agenda
Exhibit F

d. Indemnification Provision for Design Professionals.

1. Applicability of this Section F.1(d). Notwithstanding Section F.1(a) hereinabove, the following indemnification provision shall apply to a Contracting Party who constitutes a “design professional” as the term is defined in paragraph 3 below.

2. Scope of Indemnification. When the law establishes a professional standard of care for Contracting Party’s Services, to the fullest extent permitted by law, Contracting Party shall indemnify and hold harmless City and any and all of its officials, employees, and agents (“Indemnified Parties”) from and against any and all losses, liabilities of every kind, nature, and description, damages, injury (including, without limitation, injury to or death of an employee of Contracting Party or of any subcontractor), costs and expenses, including, without limitation, incidental and consequential damages, court costs, reimbursement of attorneys’ fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, to the extent same are caused by any negligent or wrongful act, error or omission of Contracting Party, its officers, agents, employees or subcontractors (or any entity or individual that Contracting Party shall bear the legal liability thereof) in the performance of professional services under this agreement. With respect to the design of public improvements, the Contracting Party shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of the Contracting Party.

3. Design Professional Defined. As used in this Section F.1(d), the term “design professional” shall be limited to licensed architects, registered professional engineers, licensed professional land surveyors and landscape architects, all as defined under current law, and as may be amended from time to time by Civil Code § 2782.8.

F.2 Obligation to Secure Indemnification Provisions. Contracting Party agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Exhibit F, as applicable to the Contracting Party, from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contracting Party in the performance of this Agreement. In the event Contracting Party fails to obtain such indemnity obligations from others as required herein, Contracting Party agrees to be fully responsible according to the terms of this Exhibit. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth in this Agreement are binding on the successors, assigns or heirs of Contracting Party and shall survive the termination of this Agreement. 89 CLICK HERE to Return to Agenda
City of La Quinta │ FIND Food Bank
March 24, 2025
Background – FIND Food Bank
Founded in 1983, FIND Food Bank is the regional food bank for the Coachella Valley and surrounding areas, proudly serving as the region’s Feeding America partner. Our mission extends beyond food distribution—we are dedicated to ending hunger by addressing its root causes, raising awareness, and mobilizing resources to create sustainable food security for all. FIND’s vision is to ensure that no one goes hungry today, tomorrow, or for a lifetime.

To strategically allocate resources, FIND relies on data-driven insights to assess food insecurity levels across different cities. One key indicator we use to quantify need is the percentage of students eligible for the federal Free and Reduced-Price Meal (FRPM) program. According to the California Department of Education’s 2023-24 Student Poverty FRPM Data, 4,166 students in La Quinta—78% of all students in the city—qualify for free or reduced-price meals, underscoring the critical need for food assistance in the community.

Partnership Between the City of La Quinta and FIND Food Bank Since 2016, FIND Food Bank has partnered with Desert Recreation District to provide free, nutritious food and client-centered outreach services to residents of La Quinta. Initially, the Community Mobile Market program operated one monthly food distribution in the Old Town La Quinta/La Quinta Cove area, distributing more than 100,000 pounds of free food annually to local families in need.

However, in 2020, the economic impact of COVID-19 drastically increased food insecurity in La Quinta and throughout the Coachella Valley. Recognizing this urgent need, the City of La Quinta provided funding support to expand food distributions, ensuring that no resident went without essential nutrition during the crisis. This collaboration allowed FIND to scale its efforts, meeting the community’s heightened demand for food assistance.

ATTACHMENT 2
90 CLICK HERE to Return to Agenda
Thanks to the continued support of the City of La Quinta, FIND now operates eight food distributions per month at the following locations:

Mobile Market- La Quinta Library (Seniors) 77865 Avenida Montezoma Mobile Market-La Quinta Library (Community) 77-865 Avenida Montezuma FIND Home Delivery-Hadley Villas 78-875 Avenue 47
FIND Home Delivery-Vista Dunes La Quinta 44-950 Vista Dunes Lane FIND Home Delivery Washington St. Apts. 42-800 Washington St.

Mobile Market-DSUSD Horizon School 43330 Palm Royale Dr.

FIND Home Delivery-Wolf Waters 47-795 Dune Palms Rd.

FIND Home Delivery-Coral Mountain 79-625 Vista Coralina People Served and Pounds Distributed
FIND Food Bank remains dedicated to ensuring that La Quinta residents have reliable access to nutritious food. Through our partnership with the City of La Quinta and an extensive network of distribution sites, we provide critical food assistance to individuals and families facing food insecurity.

In 2024, FIND Food Bank distributed 553,658 pounds of food in the City of La Quinta, reflecting a 3.17% increase from the 536,102 pounds distributed in 2023. This increase underscores FIND’s commitment to sustaining food access for La Quinta residents despite shifting economic conditions.

FIND Food Bank’s enhanced tracking system, known as Oasis, launched in July of 2023, leading to greater accuracy in reporting the number of individuals served. As a result, while the reported number of people served appears lower, this change primarily reflects a change in reporting rather than a decrease in need.

Importantly, despite these reporting adjustments, the total amount and quality of food distributed remain consistent, ensuring that La Quinta residents experiencing food insecurity continue to receive the necessary support. FIND remains dedicated to meeting the community’s ongoing needs through its expanded food distributions and outreach services. 91 CLICK HERE to Return to Agenda
The table below details the number of people and households served each month from July 2023 to June 2024, highlighting the ongoing need for food resources within the community.

Date Households People
Jul-23 707 1,463
Aug-23 699 1,277
Sep-23 918 1,852
Oct-23 813 1,486
Nov-23 839 1,628
Dec-23 739 1,546
Jan-24 1,255 2,618
Feb-24 810 2,185
Mar-24 626 1,621
Apr-24 573 1,298
May-24 453 1,011
Jun-24 590 1,251
Additionally, our data tracking technology tool allows us to more accurately record the number of La Quinta residents who access food distributions across our Community Mobile Market network—not just those at designated La Quinta sites. Many residents may receive food from a distribution outside of La Quinta due to work schedules, transportation access, or location convenience. The figures below specifically reflect La Quinta residents served in CY 2024, regardless of where they accessed food assistance.

Demographics of La Quinta Residents Served (CY 2024)
• Young Children (0-4): 580
• Children (5-18): 2,544
• Adults (19-64): 5,658
• Seniors (65+): 2,697
• Total Households Served: 5,856
• Total Individuals Served: 11,479
FIND Food Bank remains committed to meeting the needs of food-insecure residents in La Quinta and adapting our services to ensure equitable food access for all. 92 CLICK HERE to Return to Agenda
Proposal for FY 2025-2026
FIND Food Bank respectfully requests $60,000 to sustain and expand critical food distribution programs in the City of La Quinta through the end of FY 2025-2026. In 2024, FIND distributed 553,658 pounds of food in La Quinta, with 36% consisting of fresh, nutritious fruits and vegetables. This funding will ensure continued support for FIND’s Community Mobile Markets and Home Delivery programs, which serve as a lifeline for food-insecure individuals and families throughout the region.

The need for ongoing support remains urgent. Food insecurity affects more than 16% of Coachella Valley residents—1 in 6 people—compared to the national average of 1 in 7, according to Feeding America’s Map the Meal Gap study (http://map.feedingamerica.org/).

Many households continue to struggle financially, making consistent access to nutritious food essential.

FIND Food Bank serves a population disproportionately impacted by poverty and food insecurity. Continued funding from the City of La Quinta will sustain critical food distribution efforts, ensuring that residents facing food insecurity receive reliable support. Through this grant, FIND will maintain monthly food distribution services at expanded sites, guaranteeing that La Quinta’s most vulnerable residents have access to the nutritious food they need through 2025 and beyond.

It’s important to note that FIND is operating these free mobile market distributions with reduced federal funding and support, unlike previous years when COVID-related and other federal funding was available. Additionally, the rising costs of fuel, transportation and labor have made it significantly more expensive to provide assistance to those in need.

Program Details
Community Mobile Markets
For FY 2025, FIND Food Bank proposes the continuation of Mobile Markets in La Quinta, serving eight existing sites, directly serving low-income families and fixed-income senior housing complexes in the city.

FIND’s Community Mobile Markets utilize specialized refrigerated beverage trucks, which are loaded at FIND’s warehouse with a variety of fresh produce, proteins, dairy, and pantry staples to provide supplemental food assistance. Each truck delivers an average of 10,000 pounds of food per distribution, ensuring that food-insecure households have access to nutritious and culturally relevant food options. 93 CLICK HERE to Return to Agenda
FIND Outreach Teams and Mobile Markets
Beyond food assistance, FIND’s Community Mobile Markets serve as vital access points for social services that help stabilize and sustain households. Our outreach teams provide on-site support to connect clients with essential resources, including:
• CalFresh (food stamps)
• Women, Infants, and Children (WIC) nutrition assistance • Unemployment benefits
• Free and reduced-price medical and preventative health programs • Rental and utility assistance
• Other critical public-benefit programs
FIND deploys two dedicated outreach teams—CalFresh Outreach Coordinators and Community Health Workers (CHWs)—who attend each distribution to assist clients in submitting multiple public-benefit applications. Many eligible individuals face barriers to accessing these programs, such as complex application processes and lack of awareness of available resources. FIND’s outreach efforts help remove these barriers, ensuring that individuals and families receive the comprehensive support they need to achieve greater economic stability.

Acknowledgment of Award
On April 5, 2024, FIND proudly recognized the City of La Quinta on air during our 14th annual Telethon, highlighting its commitment to fighting hunger in the community.

Should this grant be approved, FIND respectfully requests the opportunity to once again acknowledge the City of La Quinta’s generous support during our 15th Annual Telethon on April 4, 2025. Additionally, FIND would like to recognize the grant through our website and social media platforms as a public expression of gratitude for the City’s continued partnership in feeding La Quinta residents in need.
94 CLICK HERE to Return to Agenda
City of La Quinta
CITY COUNCIL MEETING: April 1, 2025

STAFF REPORT
AGENDA TITLE: APPROVE AGREEMENT FOR CONTRACT SERVICES WITH NV5, INC. FOR DESIGN SERVICES FOR WASHINGTON STREET SIDEWALK IMPROVEMENTS AND AVENUE 50 SIDEWALK IMPROVEMENTS PROJECT NOS. 2023-03 AND 2024-01

RECOMMENDATION
Approve Agreement for Contract Services with NV5, Inc. for design services for the Washington Street Sidewalk Improvements and Avenue 50 Sidewalk Improvements Project Nos. 2023-03 and 2024-01; and authorize the City Manager to execute the agreement.

EXECUTIVE SUMMARY
 The projects are located along the east side of Washington Street from Avenue 50 to Calle Tampico and along the north side of Avenue 50 from Washington Street to Avenida Montero (Projects) (Attachment 1).
 In January 2025, staff issued a Request for Proposals (RFP) for professional engineering consultants to prepare plans, specifications and engineer’s estimate for the projects. The City received five (5) proposals from qualified firms.  Proposed is an agreement with NV5, Inc. (NV5) in the amount not to exceed $116,390 (Attachment 2).

FISCAL IMPACT
Budget for the Projects was allocated in fiscal year 2023/24 and 2024/25 Capital Improvement Program (CIP) in the amount of $478,000 in SB 1 Road Maintenance/Rehabilitation Funds and $400,000 in Measure A Funds. The following are the Projects budgets:

Avenue 50
2024-01 Project Budget
Washington Street
2023-03 Project Budget
Professional $ 24,000 $ 47,800
Design $ 29,000 $ 120,000
Inspection/Testing/Survey $ 27,000 $ 32,265
Construction $ 280,000 $ 254,035
Contingency $ 40,000 $ 23,900
TOTAL: $ 400,000 $ 478,000
CONSENT CALENDAR ITEM NO. 4
95 CLICK HERE to Return to Agenda

BACKGROUND/ANALYSIS
In January 2025, staff issued an RFP for professional engineering consultants to prepare plans, specifications and engineer’s estimate for the Projects. The City received five (5) proposals from qualified firms. The proposed agreement with NV5 to provide the services is for a total not to exceed amount of $116,390.

The Projects will construct a 5-foot curb-adjacent sidewalk along Avenue 50 from Washington Street to the pedestrian gate at Avenida Montero and along Washington Street from Calle Tampico to the evacuation channel bridge that meanders to accommodate existing utilities and palm trees. It will also replace the curb ramp at the Village Shopping Center for Americans with Disabilities Act (ADA) compliance, improve pedestrian access and address issues with the retaining wall and garden wall located in both sections and modify the existing landscape and irrigation to incorporate the sidewalk and retaining wall.

ALTERNATIVES
Staff does not recommend an alternative.

Prepared by: Carley Escarrega, Administrative Technician Approved by: Bryan McKinney, P.E., Public Works Director/City Engineer Attachments: 1. Vicinity Map

2. Agreement for Contract Services with NV5

96 CLICK HERE to Return to Agenda
*IMPORTANT* Maps and data are to be used for reference purposes only. Map features are approximate, and are not necessarily accurate to surveying or engineering standards. The County of Riverside makes no warranty or guarantee as to the content (the source is often third party), accuracy, timeliness, or completeness of any of the data provided, and assumes no legal responsibility for the information contained on this map. Any use of this product with respect to accuracy and precision shall be the sole responsibility of the user. © Riverside County GIS
Legend
WASHINGTON ST & AVENUE 50 SIDEWALK IMPROVEMENTS
Notes
REPORT PRINTED ON... 3/20/2025 4:36:32 PM

LOCATION MAP
0 2, 000 4,000 Feet
City Boundaries
World_Street_Map
ATTACHMENT 1
97 CLICK HERE to Return to Agenda
98 CLICK HERE to Return to Agenda

AGREEMENT FOR CONTRACT SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (the “Agreement”) is made and entered into by and between the CITY OF LA QUINTA, (“City”), a California municipal corporation, and NV5, Inc. with a place of business at 42829 Cook Street, Suite 104, Palm Desert, CA 92211 (“Contracting Party”). The parties hereto agree as follows:

1. SERVICES OF CONTRACTING PARTY.

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contracting Party shall provide those services related to design and related professional services for the Washington Street Sidewalk Improvements and Avenue 50 Sidewalk Improvements Projects no. 2023-03 and 2024-01, as specified in the “Scope of Services” attached hereto as “Exhibit A” and incorporated herein by this reference (the “Services”). Contracting Party represents and warrants that Contracting Party is a provider of first-class work and/or services and Contracting Party is experienced in performing the Services contemplated herein and, in light of such status and experience, Contracting Party covenants that it shall follow industry standards in performing the Services required hereunder, and that all materials, if any, will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase “industry standards” shall mean those standards of practice recognized by one or more first-class firms performing similar services under similar circumstances.

1.2 Compliance with Law. All Services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of the City and any Federal, State, or local governmental agency of competent jurisdiction.

1.3 Wage and Hour Compliance, Contracting Party shall comply with applicable Federal, State, and local wage and hour laws.

1.4 Licenses, Permits, Fees and Assessments. Except as otherwise specified herein, Contracting Party shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement, including a City of La Quinta business license. Contracting Party and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required for the performance of the Services required by this Agreement.

Contracting Party shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the performance of the Services required by this Agreement, and shall indemnify, defend (with counsel selected by City), and hold City, its elected officials, officers, employees, and agents, free and harmless against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City hereunder. Contracting Party shall be responsible for all subcontractors’ compliance with this Section.

ATTACHMENT 2
99 CLICK HERE to Return to Agenda
-2-

1.5 Familiarity with Work. By executing this Agreement, Contracting Party warrants that (a) it has thoroughly investigated and considered the Services to be performed, (b) it has investigated the site where the Services are to be performed, if any, and fully acquainted itself with the conditions there existing, (c) it has carefully considered how the Services should be performed, and (d) it fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement.

Should Contracting Party discover any latent or unknown conditions materially differing from those inherent in the Services or as represented by City, Contracting Party shall immediately inform City of such fact and shall not proceed except at Contracting Party’s risk until written instructions are received from the Contract Officer, or assigned designee (as defined in Section 4.2 hereof).

1.6 Standard of Care. Contracting Party acknowledges and understands that the Services contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Contracting Party’s work will be held to an industry standard of quality and workmanship. Consistent with Section 1.5 hereinabove, Contracting Party represents to City that it holds the necessary skills and abilities to satisfy the industry standard of quality as set forth in this Agreement. Contracting Party shall adopt reasonable methods during the life of this Agreement to furnish continuous protection to the Services performed by Contracting Party, and the equipment, materials, papers, and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by City’s own negligence.

The performance of Services by Contracting Party shall not relieve Contracting Party from any obligation to correct any incomplete, inaccurate, or defective work at no further cost to City, when such inaccuracies are due to the negligence of Contracting Party.

1.7 Additional Services. In accordance with the terms and conditions of this Agreement, Contracting Party shall perform services in addition to those specified in the Scope of Services (“Additional Services”) only when directed to do so by the Contract Officer, or assigned designee, provided that Contracting Party shall not be required to perform any Additional Services without compensation. Contracting Party shall not perform any Additional Services until receiving prior written authorization (in the form of a written change order if Contracting Party is a contractor performing the Services) from the Contract Officer, or assigned designee, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of Contracting Party. It is expressly understood by Contracting Party that the provisions of this Section shall not apply to the Services specifically set forth in the Scope of Services or reasonably contemplated therein. It is specifically understood and agreed that oral requests and/or approvals of Additional Services shall be barred and are unenforceable. Failure of Contracting Party to secure the Contract Officer’s, or assigned designee’s written authorization for Additional Services shall constitute a waiver of any and all right to adjustment of the Contract Sum or time to perform this Agreement, whether by way of compensation, restitution, quantum meruit, or the like, for Additional Services provided without the appropriate authorization from the Contract Officer, or assigned designee. 100 CLICK HERE to Return to Agenda
-3-
Compensation for properly authorized Additional Services shall be made in accordance with Section 2.3 of this Agreement.

1.8 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in “Exhibit D” (the “Special Requirements”), which is incorporated herein by this reference and expressly made a part hereof. In the event of a conflict between the provisions of the Special Requirements and any other provisions of this Agreement, the provisions of the Special Requirements shall govern.

2. COMPENSATION.

2.1 Contract Sum. For the Services rendered pursuant to this Agreement, Contracting Party shall be compensated in accordance with “Exhibit B” (the “Schedule of Compensation”) in a total amount not to exceed One Hundred Sixteen Thousand Three Hundred Ninety Dollars ($116,390), for the life of the Agreement, encompassing the Initial and any Extended Terms (the “Contract Sum”), except as provided in Section 1.7. The method of compensation set forth in the Schedule of Compensation may include a lump sum payment upon completion, payment in accordance with the percentage of completion of the Services, payment for time and materials based upon Contracting Party’s rate schedule, but not exceeding the Contract Sum, or such other reasonable methods as may be specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contracting Party at all project meetings reasonably deemed necessary by City; Contracting Party shall not be entitled to any additional compensation for attending said meetings. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses when and if specified in the Schedule of Compensation.

Regardless of the method of compensation set forth in the Schedule of Compensation, Contracting Party’s overall compensation shall not exceed the Contract Sum, except as provided in Section 1.7 of this Agreement.

2.2 Method of Billing & Payment. Any month in which Contracting Party wishes to receive payment, Contracting Party shall submit to City no later than the tenth (10th) working day of such month, in the form approved by City’s Finance Director, an invoice for Services rendered prior to the date of the invoice. Such invoice shall (1) describe in detail the Services provided, including time and materials, and (2) specify each staff member who has provided Services and the number of hours assigned to each such staff member. Such invoice shall contain a certification by a principal member of Contracting Party specifying that the payment requested is for Services performed in accordance with the terms of this Agreement. Upon approval in writing by the Contract Officer, or assigned designee, and subject to retention pursuant to Section 8.3, City will pay Contracting Party for all items stated thereon which are approved by City pursuant to this Agreement no later than thirty (30) days after invoices are received by the City’s Finance Department.

2.3 Compensation for Additional Services. Additional Services approved in advance by the Contract Officer, or assigned designee, pursuant to Section 1.7 of this 101 CLICK HERE to Return to Agenda
-4-
Agreement shall be paid for in an amount agreed to in writing by both City and Contracting Party in advance of the Additional Services being rendered by Contracting Party. Any compensation for Additional Services amounting to five percent (5%) or less of the Contract Sum may be approved by the Contract Officer, or assigned designee. Any greater amount of compensation for Additional Services must be approved by the La Quinta City Council, the City Manager, or Department Director, depending upon City laws, regulations, rules and procedures concerning public contracting. Under no circumstances shall Contracting Party receive compensation for any Additional Services unless prior written approval for the Additional Services is obtained from the Contract Officer, or assigned designee, pursuant to Section 1.7 of this Agreement.

3. PERFORMANCE SCHEDULE.

3.1 Time of Essence. Time is of the essence in the performance of this Agreement. If the Services not completed in accordance with the Schedule of Performance, as set forth in Section 3.2 and “Exhibit C”, it is understood that the City will suffer damage.

3.2 Schedule of Performance. All Services rendered pursuant to this Agreement shall be performed diligently and within the time period established in “Exhibit C” (the “Schedule of Performance”). Extensions to the time period specified in the Schedule of Performance may be approved in writing by the Contract Officer, or assigned designee.

3.3 Force Majeure. The time period specified in the Schedule of Performance for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contracting Party, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, and unusually severe weather, if Contracting Party shall within ten (10) days of the commencement of such delay notify the Contract Officer, or assigned designee, in writing of the causes of the delay. The Contract Officer, or assigned designee, shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the forced delay when and if in the Contract Officer’s judgment such delay is justified, and the Contract Officer’s determination, or assigned designee, shall be final and conclusive upon the parties to this Agreement. Extensions to time period in the Schedule of Performance which are determined by the Contract Officer, or assigned designee, to be justified pursuant to this Section shall not entitle the Contracting Party to additional compensation in excess of the Contract Sum.

3.4 Term. Unless earlier terminated in accordance with the provisions in Article 8.0 of this Agreement, the term of this agreement shall commence on April 1, 2025, and terminate on December 31, 2025 (“Initial Term”). This Agreement may be extended for one (1) additional year upon mutual agreement by both parties (“Extended Term”), and executed in writing.
102 CLICK HERE to Return to Agenda
-5-

4. COORDINATION OF WORK.

4.1 Representative of Contracting Party. The following principals of Contracting Party (“Principals”) are hereby designated as being the principals and representatives of Contracting Party authorized to act in its behalf with respect to the Services specified herein and make all decisions in connection therewith:
(a) Jeffrey M. Cooper, PE
Telephone No.: 858-385-0500
Email: [email protected]
(b) Timothy R. Jonasson, PE
Telephone No.: 760-250-6722
Email: [email protected]
It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing Principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing Principals shall be responsible during the term of this Agreement for directing all activities of Contracting Party and devoting sufficient time to personally supervise the Services hereunder. For purposes of this Agreement, the foregoing Principals may not be changed by Contracting Party and no other personnel may be assigned to perform the Services required hereunder without the express written approval of City.

4.2 Contract Officer. The “Contract Officer”, otherwise known as Bryan McKinney, PE, Public Works Director/City Engineer, or assigned designee may be designated in writing by the City Manager of the City. It shall be Contracting Party’s responsibility to assure that the Contract Officer, or assigned designee, is kept informed of the progress of the performance of the Services, and Contracting Party shall refer any decisions, that must be made by City to the Contract Officer, or assigned designee.

Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer, or assigned designee. The Contract Officer, or assigned designee, shall have authority to sign all documents on behalf of City required hereunder to carry out the terms of this Agreement.

4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability, and reputation of Contracting Party, its principals, and its employees were a substantial inducement for City to enter into this Agreement. Except as set forth in this Agreement, Contracting Party shall not contract or subcontract with any other entity to perform in whole or in part the Services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered, voluntarily or by operation of law, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contracting Party, taking all transfers into account on a cumulative basis. Any attempted or purported assignment or contracting or subcontracting by Contracting Party without City’s express written approval shall be null, void, and of no effect. No approved 103 CLICK HERE to Return to Agenda
-6-
transfer shall release Contracting Party of any liability hereunder without the express consent of City.

4.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contracting Party, its agents, or its employees, perform the Services required herein, except as otherwise set forth herein.

City shall have no voice in the selection, discharge, supervision, or control of Contracting Party’s employees, servants, representatives, or agents, or in fixing their number or hours of service. Contracting Party shall perform all Services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contracting Party shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contracting Party in its business or otherwise or a joint venture or a member of any joint enterprise with Contracting Party. Contracting Party shall have no power to incur any debt, obligation, or liability on behalf of City. Contracting Party shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Except for the Contract Sum paid to Contracting Party as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Contracting Party for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Contracting Party for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contracting Party and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Contracting Party agrees to pay all required taxes on amounts paid to Contracting Party under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contracting Party shall fully comply with the workers’ compensation laws regarding Contracting Party and Contracting Party’s employees. Contracting Party further agrees to indemnify and hold City harmless from any failure of Contracting Party to comply with applicable workers’ compensation laws. City shall have the right to offset against the amount of any payment due to Contracting Party under this Agreement any amount due to City from Contracting Party as a result of Contracting Party’s failure to promptly pay to City any reimbursement or indemnification arising under this Section.

4.5 Identity of Persons Performing Work. Contracting Party represents that it employs or will employ at its own expense all personnel required for the satisfactory performance of any and all of the Services set forth herein. Contracting Party represents that the Services required herein will be performed by Contracting Party or under its direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be authorized and permitted under applicable State and local law to perform such tasks and services.
104 CLICK HERE to Return to Agenda
-7-

4.6 City Cooperation. City shall provide Contracting Party with any plans, publications, reports, statistics, records, or other data or information pertinent to the Services to be performed hereunder which are reasonably available to Contracting Party only from or through action by City.

5. INSURANCE.

5.1 Insurance. Prior to the beginning of any Services under this Agreement and throughout the duration of the term of this Agreement, Contracting Party shall procure and maintain, at its sole cost and expense, and submit concurrently with its execution of this Agreement, policies of insurance as set forth in “Exhibit E” (the “Insurance Requirements”) which is incorporated herein by this reference and expressly made a part hereof.

5.2 Proof of Insurance. Contracting Party shall provide Certificate of Insurance to Agency along with all required endorsements. Certificate of Insurance and endorsements must be approved by Agency’s Risk Manager prior to commencement of performance.

6. INDEMNIFICATION.

6.1 Indemnification. To the fullest extent permitted by law, Contracting Party shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, agents, and volunteers as set forth in “Exhibit F” (“Indemnification”) which is incorporated herein by this reference and expressly made a part hereof.

7. RECORDS AND REPORTS.

7.1 Reports. Contracting Party shall periodically prepare and submit to the Contract Officer, or assigned designee, such reports concerning Contracting Party’s performance of the Services required by this Agreement as the Contract Officer, or assigned designee, shall require. Contracting Party hereby acknowledges that City is greatly concerned about the cost of the Services to be performed pursuant to this Agreement. For this reason, Contracting Party agrees that if Contracting Party becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services contemplated herein or, if Contracting Party is providing design services, the cost of the project being designed, Contracting Party shall promptly notify the Contract Officer, or assigned designee, of said fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Contracting Party is providing design services, the estimated increased or decreased cost estimate for the project being designed.

7.2 Records. Contracting Party shall keep, and require any subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports (including but not limited to payroll reports), studies, or other documents relating to the disbursements charged to City and the Services performed hereunder (the “Books and Records”), as shall be necessary to perform the Services required by this Agreement and 105 CLICK HERE to Return to Agenda
-8-
enable the Contract Officer, or assigned designee, to evaluate the performance of such Services. Any and all such Books and Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer, or assigned designee, shall have full and free access to such Books and Records at all times during normal business hours of City, including the right to inspect, copy, audit, and make records and transcripts from such Books and Records.

Such Books and Records shall be maintained for a period of three (3) years following completion of the Services hereunder, and City shall have access to such Books and Records in the event any audit is required. In the event of dissolution of Contracting Party’s business, custody of the Books and Records may be given to City, and access shall be provided by Contracting Party’s successor in interest. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds Ten Thousand Dollars ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement.

7.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials plans, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium prepared or caused to be prepared by Contracting Party, its employees, subcontractors, and agents in the performance of this Agreement (the “Documents and Materials”) shall be the property of City and shall be delivered to City upon request of the Contract Officer, or assigned designee, or upon the expiration or termination of this Agreement, and Contracting Party shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the Documents and Materials hereunder. Any use, reuse or assignment of such completed Documents and Materials for other projects and/or use of uncompleted documents without specific written authorization by Contracting Party will be at City’s sole risk and without liability to Contracting Party, and Contracting Party’s guarantee and warranties shall not extend to such use, revise, or assignment. Contracting Party may retain copies of such Documents and Materials for its own use. Contracting Party shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any Documents and Materials prepared by them, and in the event Contracting Party fails to secure such assignment, Contracting Party shall indemnify City for all damages resulting therefrom.

7.4 In the event City or any person, firm, or corporation authorized by City reuses said Documents and Materials without written verification or adaptation by Contracting Party for the specific purpose intended and causes to be made or makes any changes or alterations in said Documents and Materials, City hereby releases, discharges, and exonerates Contracting Party from liability resulting from said change.

The provisions of this clause shall survive the termination or expiration of this Agreement and shall thereafter remain in full force and effect.
106 CLICK HERE to Return to Agenda
-9-

7.5 Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in the Documents and Materials. Contracting Party shall require all subcontractors, if any, to agree in writing that City is granted a non-exclusive and perpetual license for the Documents and Materials the subcontractor prepares under this Agreement. Contracting Party represents and warrants that Contracting Party has the legal right to license any and all of the Documents and Materials. Contracting Party makes no such representation and warranty in regard to the Documents and Materials which were prepared by design professionals other than Contracting Party or provided to Contracting Party by City. City shall not be limited in any way in its use of the Documents and Materials at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

7.6 Release of Documents. The Documents and Materials shall not be released publicly without the prior written approval of the Contract Officer, or assigned designee, or as required by law. Contracting Party shall not disclose to any other entity or person any information regarding the activities of City, except as required by law or as authorized by City.

7.7 Confidential or Personal Identifying Information. Contracting Party covenants that all City data, data lists, trade secrets, documents with personal identifying information, documents that are not public records, draft documents, discussion notes, or other information, if any, developed or received by Contracting Party or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contracting Party to any person or entity without prior written authorization by City or unless required by law. City shall grant authorization for disclosure if required by any lawful administrative or legal proceeding, court order, or similar directive with the force of law. All City data, data lists, trade secrets, documents with personal identifying information, documents that are not public records, draft documents, discussions, or other information shall be returned to City upon the termination or expiration of this Agreement.

Contracting Party’s covenant under this section shall survive the termination or expiration of this Agreement.

8. ENFORCEMENT OF AGREEMENT.

8.1 California Law. This Agreement shall be interpreted, construed, and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contracting Party covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

8.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long 107 CLICK HERE to Return to Agenda
-10-
as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer, or assigned designee; provided that if the default is an immediate danger to the health, safety, or general welfare, City may take such immediate action as City deems warranted.

Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party’s right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City’s right to terminate this Agreement without cause pursuant to this Article 8.0. During the period of time that Contracting Party is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during any period of default.

8.3 Retention of Funds. City may withhold from any monies payable to Contracting Party sufficient funds to compensate City for any losses, costs, liabilities, or damages it reasonably believes were suffered by City due to the default of Contracting Party in the performance of the Services required by this Agreement.

8.4 Waiver. No delay or omission in the exercise of any right or remedy of a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. City’s consent or approval of any act by Contracting Party requiring City’s consent or approval shall not be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contracting Party. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

8.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

8.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.

8.7 Termination Prior To Expiration of Term. This Section shall govern any termination of this Agreement, except as specifically provided in the following Section for termination for cause. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice to Contracting Party. Upon receipt of any notice of termination, Contracting Party shall immediately cease all Services hereunder except such as may be specifically approved by the Contract Officer, or assigned designee. Contracting Party shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services 108 CLICK HERE to Return to Agenda
-11-
authorized by the Contract Officer, or assigned designee, thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, or assigned designee, except amounts held as a retention pursuant to this Agreement.

8.8 Termination for Default of Contracting Party. If termination is due to the failure of Contracting Party to fulfill its obligations under this Agreement, Contracting Party shall vacate any City-owned property which Contracting Party is permitted to occupy hereunder and City may, after compliance with the provisions of Section 8.2, take over the Services and prosecute the same to completion by contract or otherwise, and Contracting Party shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Contracting Party for the purpose of setoff or partial payment of the amounts owed City.

8.9 Attorneys’ Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys’ fees; provided, however, that the attorneys’ fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing party in the conduct of the litigation.

Attorneys’ fees shall include attorneys’ fees on any appeal, and in addition a party entitled to attorneys’ fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery, and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. The court may set such fees in the same action or in a separate action brought for that purpose.

9. CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.

9.1 Non-liability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Contracting Party, or any successor in interest, in the event or any default or breach by City or for any amount which may become due to Contracting Party or to its successor, or for breach of any obligation of the terms of this Agreement.

9.2 Conflict of Interest. Contracting Party covenants that neither it, nor any officer or principal of it, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contracting Party’s performance of the Services under this Agreement. Contracting Party further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent, or subcontractor without the express written consent of the Contract Officer, or assigned designee. Contracting Party agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. 109 CLICK HERE to Return to Agenda
-12-
No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. Contracting Party warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

9.3 Covenant against Discrimination. Contracting Party covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry in the performance of this Agreement. Contracting Party shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.

10. MISCELLANEOUS PROVISIONS.

10.1 Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section.

To City:

CITY OF LA QUINTA
Attention: Bryan McKinney, PE
78495 Calle Tampico
La Quinta, California 92253
To Contracting Party:

NV5, Inc.

Attention: Jeffrey M. Cooper, PE
42829 Cook Street, Suite 104
Palm Desert, CA 92211

10.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

10.3 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.

10.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.
110 CLICK HERE to Return to Agenda
-13-

10.5 Integrated Agreement. This Agreement including the exhibits hereto is the entire, complete, and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the parties, and none shall be used to interpret this Agreement.

10.6 Amendment. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Contracting Party and by the City Council of City. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

10.7 Severability. In the event that any one or more of the articles, phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable, such invalidity or unenforceability shall not affect any of the remaining articles, phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

10.8 Unfair Business Practices Claims. In entering into this Agreement, Contracting Party offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials related to this Agreement. This assignment shall be made and become effective at the time City renders final payment to Contracting Party without further acknowledgment of the parties.

10.9 No Third-Party Beneficiaries. With the exception of the specific provisions set forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder.

10.10 Authority. The persons executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]
111 CLICK HERE to Return to Agenda
-14-
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below.

CITY OF LA QUINTA,
a California Municipal Corporation
JON McMILLEN, City Manager
City of La Quinta, California
Dated:

NV5, INC:
__________________________

JEFFREY M, COOPER, PE
EVP, Chief Operating Officer
Dated:

ATTEST:

MONIKA RADEVA, City Clerk
City of La Quinta, California
APPROVED AS TO FORM:

WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
112 CLICK HERE to Return to Agenda
Exhibit A

Exhibit A
Scope of Services
[See Attached]
113 CLICK HERE to Return to Agenda
6: SCOPE OF SERVICES
Scope Of Services
The following scope of work describes and illustrates in detail the methods and processes proposed by NV5 to
accomplish the objectives of the project. The scope is
broken down into the tasks as follows:

1. PROJECT MANAGEMENT
At the start of the project, NV5 will schedule a field walk with City representatives, and a kickoff with City staff and the project team to review the project objectives, schedule, scope and approach. At this meeting, we will establish a point of contact for the project and request all available information related to the project. In addition, the NV5 Project Manager will coordinate monthly update meetings with City representatives on all aspects of the project to ensure the project’s completion to the satisfaction of the City. It is anticipated that meetings will include a project initiation meeting, a retaining wall concept meeting, and meetings following the review of plans by the City.

Obtain And Review Record Drawings/As-Built Plans —
We will research all available records, street improvement plans, right-of-way improvement plans, and utility plans containing information pertinent to the project. We will review previous studies and reports as available.

Utility Notification And Coordination — We will assist
the City in notifying utility companies and obtain available record maps of all utilities within the project limits. Utility coordination on the project will be ongoing and will
generally consist of the following subtasks:
• Access the Underground Service Alert’s website and
compile a list of member agencies that own facilities
within the project limits.
• Notify each utility purveyor, in writing, of the City’s proposed plans and schedule and request copies
of record drawings or atlas maps of existing and
proposed facilities within the project boundary.
• Obtain existing dry and wet utility plans/records within the project limits. This also includes the coordination of the adjustment of any utilities per City or other
agency standards.
• Prepare a Utility Notification Log to track utility
company contacts and responses, including contact
information and dates of all outgoing and incoming
correspondence.

2. SURVEY
NV5 will provide the following Survey services:

Project Research — NV5 will research and obtain existing GIS locations showing the approximate street right-of-way.

Horizontal control will be established per the California State Plane Coordinate system of NAD’83, observed at
2010.00. Elevations will be based on NAVAD88 vertical
datum.

Topographic Survey — NV5 will conduct a
photogrammetric topographic survey delivered at 40 scale showing one-foot contours and prominent surface features over the proposed project areas. A color orthophoto will be provided. NV5 will show the existing right-of-way lines lines from record information. All survey monuments found during the field survey will be located and shown on the plans.

Supplemental Topography — We will conduct a survey at
50-foot intervals along the east side of Washington Street from Calle Tampico to the bridge north of Avenida Ultimo and on the north side of Avenue 50 from Washington
Street to Avenida Montero of existing topographic features including roadways, driveways, trees, mailboxes, fences, walls, existing striping, traffic signals, light poles, power poles, pull boxes, manholes, storm drain inlets, fire
hydrants, and any other surface visible utilities.

Field Review — We will conduct a field review of the project location to ensure a detailed depiction of conditions and work requirements on the plans and specifications. We
believe that clear and concise plans and specifications are created from a total understanding of the existing
conditions, properties, and environment of the project.

Base Map — We will prepare base map showing
topographic survey and supplemental topographic survey
along with right-of-way information and existing easements as provided by record information.

City of La Quinta | Washington Street & Avenue 50 Sidewalk Improvements NV5 | 12 114
CLICK HERE to Return to Agenda
6: SCOPE OF SERVICES

3. SIDEWALK DESIGN
Wall Evaluation — The existing retaining wall will be
inspected and evaluated for necessary repairs. Up to
three concept alternatives addressing the repair needs
will be presented with estimations of probable cost for City consideration.
35% Concept Level Plans — We will utilize the survey
information to prepare base plans. These base plans will then be used to prepare a preliminary design, including improvements within the project limits. These will be
submitted to the City staff for review and consideration.

All plans will be submitted in the format as specified in the RFP. We will prepare preliminary plans for the proposed improvements at scale 1”=40’.
90-100% Improvement Plans — We will incorporate
feedback from the 35% review and provide a full set
of plans inclusive of all disciplines. As a cost and time savings to the City, NV5 proposes to eliminate the
65% review to move the project more quickly into
construction. Upon City review of the plans at 90%
completion, we will proceed with addressing comments
in preparation of final PS&E. The plans will be prepared to conform to the general requirements of the City
with consideration for the needs of the contractor’s
construction operations. All designs will be prepared and submitted in a manner that facilitates a complete design approved by the City. Where applicable, the construction plans will conform to the appropriate local and regional standards such as City, County, State standard plans
and APWA Standard Specifications for Public Works
Construction “Greenbook,” and Caltrans standards when
applicable. We will prepare final plans for the proposed improvements at scale 1”=40’. We will submit the 90-
100% for review and comment, and final plans with
comments addressed with the final submittal.

Specifications — We will prepare complete project
specifications, including Special Provisions per the City’s format. Copies of the Standard General Provisions and
Construction Contract Agreement will be supplied by the City to incorporate into the construction documents. We will submit the Specifications at 90-100% completion for comment, and final Specifications with the final submittal.

Estimation Of Probable Cost — We will prepare complete
construction quantity and estimation of probable cost for the project. We will submit quantities and cost estimates at 90-100% completion for review, and final quantities and cost estimates with the final submittal.

We will submit the final set of PS&E in printed and
electronic formats. Electronic formats will include
(AutoCAD, Microsoft Word, & Microsoft Excel) and complete PDF copy.

4. BIDDING/CONSTRUCTION SUPPORT SERVICES
NV5 can also provide as-needed bidding and award
support services. We will assist the City in answering
questions and responding to “Requests for Information”
(RFIs) in support through award. We will prepare
clarification drawings, review substitution “or equal”
reviews, and respond to design questions if needed.

5. WALL INVESTIGATION & REPAIR

RECOMMENDATIONS (OPTIONAL)
If the City chooses, NV5 can conduct a limited geotechnical investigation of surface and subsurface conditions
near three locations designated by the design team
showing wall distress. The purpose of this investigation is to determine the soil classification for materials
approximately two to three feet below the surface using a hand auger, measure the apparent density using Dynamic
Cone Penetrometer hand equipment, and prepare
geotechnical recommendations for any subsurface repair.

To help prevent damage to subsurface utilities during
the investigative work for the geotechnical investigation, City of La Quinta | Washington Street & Avenue 50 Sidewalk Improvements NV5 | 13 115
CLICK HERE to Return to Agenda
6: SCOPE OF SERVICES
NV5 will mark
proposed
excavation/coring
areas and will
submit a utility
markout request
(811/Dig Alert).

Field work wil be
conducted at the
three locations
determined by the
design team and
borings logged by
a NV5 Engineer
or geologist.

Samples will be taken and tested for geotechnical
parameters. Analysis and a limited letter report will be produced regarding the potential subgrade support for the walls where investigated.

NV5 will perform laboratory testing at an NV5 soils
laboratory on the following samples:
• Uniform Soil Classification System (USCS) testing on
base material (if any) at up to four corings locations. • USCS testing on material encountered approximately
3 feet to 4 feet below the surface at up to three
locations.
• Corrosivity testing on encountered soils at two
locations. NV5 will subcontract corrosivity testing to a separate laboratory.

Assumptions:
• NV5 will only perform hand auger borings in soil area; flatwork or AC areas are excluded.
• Care will be taken to work around landscaping,
however disturbed vegetation will not be replaced, if
damaged.
• Prevailing wage rates apply.
• Work will be performed during regular business
hours on weekdays. If night work or restricted hours
are required as part of the excavation/traffic control
permit, additional charges will apply.
• One mobilization within one day for field work is
anticipated. If more than one day is required due
to circumstances beyond NV5’s control, additional
charges will apply.

Submittals
• (1) Letter Report of Geotechnical Investigation (final)

EXCLUSIONS & EXEMPTIONS TO PROPOSAL
• Environmental/CEQA Documentation.
• ROW Acquisition and Appraisal.
• Legal Descriptions and Plats.
• Landscape design services.
• Potholing of Underground Utilities.
• Storm Drain Design Services.
• Construction Management and Inspection Services.
• Utility Company’s relocation plans or protection plans will be provided as an additive service if needed.
• Items not specifically mentioned in the scope of
services are excluded.

City of La Quinta | Washington Street & Avenue 50 Sidewalk Improvements NV5 | 14 116
CLICK HERE to Return to Agenda
Exhibit A

ADDENDUM TO AGREEMENT
Re: Scope of Services
If the Scope of Services include construction, alteration, demolition, installation, repair, or maintenance affecting real property or structures or improvements of any kind appurtenant to real property, the following apply:

1. Prevailing Wage Compliance. If Contracting Party is a contractor performing public works and maintenance projects, as described in this Section 1.3, Contracting Party shall comply with applicable Federal, State, and local laws. Contracting Party is aware of the requirements of California Labor Code Sections 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Sections 16000, et seq., (collectively, the “Prevailing Wage Laws”), and La Quinta Municipal Code Section 3.12.040, which require the payment of prevailing wage rates and the performance of other requirements on “Public works” and “Maintenance” projects. If the Services are being performed as part of an applicable “Public works” or “Maintenance” project, as defined by the Prevailing Wage Laws, and if construction work over twentyfive thousand dollars ($25,000.00) and/or alterations, demolition, repair or maintenance work over fifteen thousand dollars ($15,000.00) is entered into or extended on or after January 1, 2015 by this Agreement, Contracting Party agrees to fully comply with such Prevailing Wage Laws including, but not limited to, requirements related to the maintenance of payroll records and the employment of apprentices. Pursuant to California Labor Code Section 1725.5, no contractor or subcontractor may be awarded a contract for public work on a “Public works” project unless registered with the California Department of Industrial Relations (“DIR”) at the time the contract is awarded. If the Services are being performed as part of an applicable “Public works” or “Maintenance” project, as defined by the Prevailing Wage Laws, this project is subject to compliance monitoring and enforcement by the DIR. Contracting Party will maintain and will require all subcontractors to maintain valid and current DIR Public Works contractor registration during the term of this Agreement. Contracting Party shall notify City in writing immediately, and in no case more than twenty-four (24) hours, after receiving any information that Contracting Party’s or any of its subcontractor’s DIR registration status has been suspended, revoked, expired, or otherwise changed. It is understood that it is the responsibility of Contracting Party to determine the correct salary scale. Contracting Party shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at Contracting Party’s principal place of business and at the project site, if any. The statutory penalties for failure to pay prevailing wage or to comply with State wage and hour laws will be enforced. Contracting Party must forfeit to City TWENTY-FIVE DOLLARS ($25.00) per day for each worker who works in excess of the minimum working hours when Contracting Party does not pay overtime. In accordance with the provisions of Labor Code Sections 1810 et seq., eight (8) hours is the legal working day. Contracting Party also shall comply with State law requirements to maintain payroll records and shall provide for certified records and inspection of records as required by California Labor Code Section 1770 et seq., including Section 1776. In addition to the other indemnities provided under this Agreement, Contracting Party shall defend (with counsel selected by City), indemnify, and hold City, 117 CLICK HERE to Return to Agenda
Exhibit A

its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It is agreed by the parties that, in connection with performance of the Services, including, without limitation, any and all “Public works” (as defined by the Prevailing Wage Laws), Contracting Party shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Contracting Party acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws.

Contracting Party shall require the same of all subcontractors.

2. Utility Relocation. City is responsible for removal, relocation, or protection of existing main or trunk-line utilities to the extent such utilities were not identified in the invitation for bids or specifications. City shall reimburse Contracting Party for any costs incurred in locating, repairing damage not caused by Contracting Party, and removing or relocating such unidentified utility facilities. Contracting Party shall not be assessed liquidated damages for delay arising from the removal or relocation of such unidentified utility facilities.
118 CLICK HERE to Return to Agenda
Exhibit B

Exhibit B
Schedule of Compensation
With the exception of compensation for Additional Services, provided for in Section 2.3 of this Agreement, the maximum total compensation to be paid to Contracting Party under this Agreement is not to exceed One Hundred Sixteen Thousand Three Hundred Ninety Dollars ($116,390) (“Contract Sum”). The Contract Sum shall be paid to Contracting Party in installment payments made on a monthly basis and in an amount identified in Contracting Party’s schedule of compensation attached hereto for the work tasks performed and properly invoiced by Contracting Party in conformance with Section 2.2 of this Agreement.
119 CLICK HERE to Return to Agenda
City of La Quinta | Washington Street & Avenue 50 Sidewalk Improvements NV5

COST PROPOSAL
HOURS $ HOURS $ HOURS $ HOURS $

1.0 Project Management

1.1 Site Walk $0 6 $1,320 6 $930 $0 $2,250

1.2 Kickoff/Preliminary Engineering Meeting 6 $1,440 2 $440 2 $310 $0 $2,190

1.3 Monthly Update/Review Meetings 6 $1,440 10 $2,200 2 $310 $0 $3,950

1.4 As-Built Research $0 4 $880 $0 10 $1,360 $2,240

1.5 Utility Coordination $0 8 $1,760 $0 $0 $1,760

2.0 Survey

2.1 Full Base Mapping and Topographic Survey $0 $0 $0 $0 $23,360 $23,360

3.0 Sidewalk Design

3.1 Wall Evaluation/Mitigation $0 12 $2,640 $0 $0 $2,640

3.2 35% Concept Level Plans $0 30 $6,600 260 $40,300 $0 $46,900

3.3 90%-100% Improvement Plans $0 12 $2,640 90 $13,950 $0 $16,590

3.4 FINAL Project Plans $0 10 $2,200 20 $3,100 $0 $5,300

3.5 Project Specifications $0 20 $4,400 $0 $0 $4,400

3.6 Engineer's Opinion of Cost $0 4 $880 8 $1,240 $0 $2,120

4.0 Bidding/Construction Support

4.1 Respond to RFIs $0 4 $880 2 $310 $0 $1,190

4.2 Submittal Reviews $0 4 $880 $0 $0 $880

4.3 Clarification Exhibits $0 $0 4 $620 $0 $620
Subtotal 12 $2,880 126 $27,720 394 $61,070 10 $1,360 $23,360 $0 $116,390 TOTAL FEE - TIME & MATERIALS, NOT-TO-EXCEED (WITHOUT OPTIONAL TASKS) $116,390

5.0 Geotechnical (OPTIONAL TASK)

5.1 Wall Investigation & Repair Recommendations (OPTIONAL) $0 $0 $0 $0 $16,147 $16,147

FEE PROPOSAL

PROFESSIONAL DESIGN SERVICES
WASHINGTON STREET AND AVENUE 50 SIDEWALK IMPROVEMENTS
TASK
NO.

SR. PROJECT

MANAGER GEOTECHNICAL

CITY OF LA QUINTA
SURVEY
$220
SR. CADD

TECHNICIAN/

DESIGNER
$155

WORK DESCRIPTION

PROJECT

MANAGER TOTAL
FEE
$240
ASST. ENGINEER
$136
120
CLICK HERE to Return to Agenda
Exhibit C

Exhibit C
Schedule of Performance
Contracting Party shall complete all services identified in the Scope of Services, Exhibit A of this Agreement, in accordance with the Project Schedule, attached hereto and incorporated herein by this reference.
121 CLICK HERE to Return to Agenda
Exhibit D

Exhibit D
Special Requirements
None
122 CLICK HERE to Return to Agenda
Exhibit E

Exhibit E
Insurance Requirements
E.1 Insurance. Prior to the beginning of and throughout the duration of this Agreement, the following policies shall be maintained and kept in full force and effect providing insurance with minimum limits as indicated below and issued by insurers with A.M. Best ratings of no less than A-VI:

Commercial General Liability (at least as broad as ISO CG 0001) $1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Must include the following endorsements:

General Liability Additional Insured
General Liability Primary and Non-contributory
Commercial Auto Liability (at least as broad as ISO CA 0001) $1,000,000 (per accident)
Auto Liability Additional Insured
Personal Auto Declaration Page if applicable
Errors and Omissions Liability
$1,000,000 (per claim and aggregate)
Workers’ Compensation
(per statutory requirements)
Must include the following endorsements:

Workers Compensation with Waiver of Subrogation
Workers Compensation Declaration of Sole Proprietor if applicable Contracting Party shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, Commercial General Liability insurance against all claims for injuries against persons or damages to property resulting from Contracting Party’s acts or omissions rising out of or related to Contracting Party’s performance under this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for losses arising out of Contracting Party’s performance hereunder and neither City nor its insurers shall be required to contribute to any such loss. An endorsement evidencing the foregoing and naming the City and its officers and employees as additional insured (on the Commercial General Liability policy only) must be submitted concurrently with the execution of this Agreement and approved by City prior to commencement of the services hereunder.

Contracting Party shall carry automobile liability insurance of $1,000,000 per accident against all claims for injuries against persons or damages to property arising out of the use of any automobile by Contracting Party, its officers, any person directly or indirectly employed by Contracting Party, any subcontractor or agent, or anyone for whose acts any of them may be liable, arising directly or indirectly out of or related to 123 CLICK HERE to Return to Agenda
Exhibit E

Contracting Party’s performance under this Agreement. If Contracting Party or Contracting Party’s employees will use personal autos in any way on this project, Contracting Party shall provide evidence of personal auto liability coverage for each such person. The term “automobile” includes, but is not limited to, a land motor vehicle, trailer or semi-trailer designed for travel on public roads. The automobile insurance policy shall contain a severability of interest clause providing that coverage shall be primary for losses arising out of Contracting Party’s performance hereunder and neither City nor its insurers shall be required to contribute to such loss.

Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Contracting Party and “Covered Professional Services” as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer’s duty to defend. The policy retroactive date shall be on or before the effective date of this agreement.

Contracting Party shall carry Workers’ Compensation Insurance in accordance with State Worker’s Compensation laws with employer’s liability limits no less than $1,000,000 per accident or disease.

Contracting Party shall procure and maintain Cyber Liability insurance with limits of $1,000,000 per occurrence/loss which shall include the following coverage:
a. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, dissemination or use of the confidential information.
b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems.
c. Liability arising from the failure of technology products (software) required under the contract for Consultant to properly perform the services intended.
d. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deeplinking or framing, and infringement or violation of intellectual property rights.
e. Liability arising from the failure to render professional services.

If coverage is maintained on a claims-made basis, Contracting Party shall maintain such coverage for an additional period of three (3) years following termination of the contract. 124 CLICK HERE to Return to Agenda
Exhibit E