La Quinta City Council
August 5, 2025

AGREEMENT FOR ANIMAL FIELD AND SHELTER SERVICES BETWEEN THE

CITY OF LA QUINTA AND THE COUNTY OF RIVERSIDE
THIS AGREEMENT FOR ANIMAL FIELD AND SHELTER SERVICES (“Agreement”) is made and entered into as of July 1, 2025, by and between the COUNTY OF RIVERSIDE, a political subdivision of the State of California (“COUNTY”), and the CITY OF LA QUINTA, a California municipal corporation and charter city (“CITY”), together known as the “parties”, and individually as a “party”.

RECITALS
WHEREAS, CITY desires to contract with COUNTY to provide animal field and shelter services for the purpose of safeguarding the health and safety of the CITY’S population and the health and safety of its domestic animals pursuant to the provision of field and animal sheltering services, and described in this Agreement;
WHEREAS, CITY desires to promote the humane treatment of animals and to continue as a contractual party with the COUNTY; and
WHEREAS, COUNTY has the personnel and experience to provide such services and is willing to enter this Agreement with CITY for the provision of such services, subject to the terms and conditions for compensation as set forth herein.

NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for good and valuable consideration, the parties mutually agree as follows:

SECTION I. OBLIGATION OF PARTIES
A. RECITALS:
l. The aforementioned Recitals are true and correct and incorporated herein by this reference.

B. COUNTY Obligations:

1. COUNTY shall provide field and shelter services within the corporate limits of CITY as outlined in EXHIBITS A and B, attached hereto and incorporated herein by this reference, and more specifically as selected by CITY in the service level request form in ATTACHMENT A (“Service Level Request” or “SLR”), attached hereto and incorporated herein by this reference.

C. CITY Obligations:

1. CITY shall reimburse COUNTY for the services performed and the expenses incurred as set forth in ATTACHMENTS A and B, using the Rates Methodology as set forth in ATTACHMENT C of this Agreement.

2. In order to harmonize the terms of this Agreement with the provisions of the CITY’s municipal code and for COUNTY to provide the full scope of services to ATTACHMENT 1
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CITY under this Agreement, within twelve (12) months following the Effective Date of this Agreement, CITY shall adopt the current verbatim language of the regulations, provisions, and rates found in Riverside County Ordinance Nos. 534, 560, 630, 716, 771, and 878 (“Animal Control Ordinances”), and shall amend its CITY municipal code when COUNTY amends its Animal Control Ordinances, from time to time. COUNTY shall provide the verbatim language to the CITY that shall be adopted into CITY’s municipal codes. Notwithstanding the foregoing, CITY retains all legislative authority pertaining to the regulation of animals within its jurisdiction and, pursuant to that legislative authority, retains the right to exclude or modify the verbatim language of the County’s Animal Control Ordinances.

3. CITY shall agree to providing contract required clinics with COUNTY pursuant to ATTACHMENT A.

SECTION II. PERIOD OF PERFORMANCE
The Effective Date of this Agreement shall be from July 1, 2025, and shall terminate on June 30, 2028 (the “Initial Term”), unless terminated earlier as provided herein under SECTION IX of this Agreement.

SECTION III. PERFORMANCE OF CONTRACT
A. In performing services under the Agreement, COUNTY will provide all necessary labor, supervision, equipment, communication facilities, and supplies necessary to maintain the agreed upon level of service.

B. Nothing in the Agreement prohibits CITY from providing, at CITY’s expense, additional resources for the COUNTY to utilize in its performance of the services.

C. Any use of special supplies, stationery, notices, or forms, other than standard COUNTY format, must be approved by the Director of the Department, or their designee, and supplied by CITY at its own cost.

D. If requested by CITY, the COUNTY will make its best efforts to attend one in-person meeting with CITY, up to three-hour duration per quarter at no charge to the CITY.

Additional meetings may be scheduled under unusual or urgent circumstances as agreed upon by the COUNTY. CITY will pay the hourly rate listed in ATTACHMENT B for any additional hours of the COUNTY’s contract management staff's time at meetings requested by CITY. Due to the lack of availability of meeting space in COUNTY facilities, the CITY will provide a mutually agreed upon meeting space and location, or virtual meeting link, for virtual meetings.

E. If requested by CITY, the COUNTY will make its best efforts to coordinate a virtual meeting once per month at no charge to CITY. Additional meetings may be scheduled under unusual or urgent circumstances as agreed upon by the COUNTY. The CITY will pay the hourly rate listed in ATTACHMENT B for any additional hours of COUNTY 165 CLICK HERE to Return to Agenda

representatives’ time at meetings requested by the CITY.

F. If requested by CITY, COUNTY will make its best efforts send representatives to the CITY’s Council meetingsfor proposed ordinance changes, contract revisions, or any related animal issues where input from the COUNTY is needed. The COUNTY may attend these meetings virtually (by ZOOM or other virtual meeting method) to the extent COUNTY resources and capacity will allow.

G. The COUNTY will make available upon request, at no charge to the CITY, the reports pursuant to EXHIBIT B, at the intervals indicated in that attachment. For any additional reports that are not included in EXHIBIT B, or those requested at more frequent intervals, the COUNTY will account for the hours of staff time required to produce the reports. The COUNTY will provide, at no charge to the CITY, up to 12 hours of staff time annually for any additional requested reports. The CITY will be responsible for any excess hours at the current billing rate for staff time as listed in ATTACHMENT B.

SECTION IV. ADMINISTRATION OF PERSONNEL
A. The COUNTY will control all aspects of the services provided by the COUNTY including, but not limited to, standards of performance, discipline of officers and staff, and all employment-related matters.

B. In the event of a dispute between the parties regarding the duties and services to be provided, or the minimum level or manner of performance of such services, the CITY will be consulted and an agreement between the parties attempted. Each party must employ good-faith and best efforts to reach an agreement. If the COUNTY determination does not resolve the dispute to the satisfaction of both parties, the dispute resolution provisions in SECTION XV shall apply.

C. All CITY employees who work with the COUNTY under the Agreement will remain employees of the CITY and will not have any claim or right to employment, civil service protection, salary, benefits, or claims of any kind from the COUNTY. No CITY employee will become an employee of the COUNTY unless by specific additional agreement which must be concurrently adopted by the CITY and COUNTY. Except as otherwise specifically set forth in the Agreement or in the attached Service Request in ATTACHMENT A, to the extent the COUNTY provides the CITY with animal licensing services, neither the CITY employees nor their agents will perform any function related to the licensing of animals, including the collection of license fees, penalties, or field enforcement fees. Field enforcement fees will only be collected by the COUNTY for services performed by employees of the COUNTY. The CITY shall distribute educational and outreach materials, reviewed and agreed upon by both the COUNTY and the CITY, as requested by the COUNTY.

D. For the purposes of performing services under the Agreement, and only for the purpose of giving authority for COUNTY staff to provide these services, every COUNTY officer and/or employee engaged in performing any service will be deemed to be a contracted officer while performing service for the CITY, provided the service is within the scope of 166 CLICK HERE to Return to Agenda

the Agreement.

E. The CITY will not assume any liability for the direct payment of salaries, wages, or other compensation to COUNTY personnel performing services under the Agreement. Except as described under SECTION VI, the CITY will not be liable for compensation or indemnity to any COUNTY employee or agent of the COUNTY for injury or sickness arising out of his/her employment while providing services under the Agreement.

SECTION V. DEPLOYMENT OF PERSONNEL
A. The COUNTY will determine the minimum required field personnel required to provide the services requested by the CITY.

B. The CITY agrees to complete ATTACHMENT A, specifying the service to be provided, which will be signed and authorized by the CITY and the COUNTY representative and attached to the Agreement. In the event of a dispute between the Parties about the desired or approved content of the Service Level Request (“SLR”), such dispute will be handled in accordance with SECTION IV(B) of this Agreement.

C. The COUNTY will issue annual notifications of any change to the billing rate as stated in SECTION XVIII. Unless the CITY changes other provisions within the most recently executed SLR, it is not necessary to execute a revised service request to reflect a billing rate change.

D. The CITY may at any time request a change in the level of service by completing a revised SLR and submitting the form to the COUNTY. The revised level of service to be provided and the current fiscal year billing rate will be signed and authorized by the CITY and the COUNTY representative and attached to the Agreement as an amendment and the Parties acknowledge that they have delegated authority from their respective Board of Supervisors and City Counsel to execute amendments and the reviewed level of service. Changes requested at times other than the beginning of the fiscal year will be implemented as soon as practical, as determined in the sole discretion of the COUNTY. The CITY is only required to submit a new service request if it wishes to revise its current services or update information listed on its existing service request. The COUNTY reserves the right to approve or disapprove requests on the service request in accordance with SECTION IV of this Agreement.

E. Regarding updates to contact information, the CITY is not required to submit a new service request. Email confirmation from the CITY will suffice, and the COUNTY will update the CITY's existing service request and share the revised copy with the CITY.

F. The CITY is not limited to the services indicated but may also request any other services in the field of public safety, animal welfare, or related fields within the legal power of the Director of the Department to provide. The COUNTY reserves the right to determine, in its sole discretion, whether the COUNTY can provide requested services not otherwise specified in this Agreement.
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SECTION VI. HOLD HARMLESS/INDEMNIFICATION
A. CITY shall indemnify and hold harmless the County of Riverside, its Agencies, Districts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives from any liability, claim, damage or action whatsoever, based or asserted upon any actions of CITY, its officers, employees, subcontractors, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature whatsoever and resulting from any reason whatsoever arising from the negligent or willful actions by CITY, its officers, agents, employees, subcontractors, agents or representatives of this Agreement. CITY shall defend, at its sole expense, all costs and fees including but not limited to attorney fees, cost of investigation, defense and settlements or awards of all Agencies, Districts, Special Districts and Departments of the County of Riverside, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives in any such action or claim or action based upon such alleged acts or omissions.

B. With respect to any action or claim subject to indemnification herein by CITY, CITY shall, at its sole cost, have the right to use counsel of its own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of COUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes CITY’s indemnification to COUNTY as set forth herein. The CITY’s obligation to defend, indemnify and hold harmless COUNTY shall be subject to COUNTY having given CITY written notice within a reasonable period of the claim or of the commencement of the related action and information and reasonable assistance, at CITY’s expense, for the defense or settlement thereof. CITY’s obligation hereunder shall be satisfied when CITY has provided to COUNTY with the appropriate form of dismissal relieving COUNTY from any liability for the action or claim involved.

C. COUNTY shall indemnify and hold harmless the CITY, its Agencies, Districts, Special Districts and Departments, their respective directors, officers, CITY Council, elected and appointed officials, employees, agents and representatives from any liability, claim, damage or action whatsoever, based or asserted upon any actions of COUNTY, its officers, employees, subcontractors, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature whatsoever and resulting from any reason whatsoever arising from the negligent or willful actions by COUNTY, its officers, agents, employees, subcontractors, agents or representatives of this Agreement. COUNTY shall defend, at its sole expense, all costs and fees including but not limited to attorney fees, cost of investigation, defense and settlements or awards of all Agencies, Districts, Special Districts and Departments of the CITY, their respective directors, officers, CITY Council, elected and appointed officials, employees, agents and representatives in any such action or claim or action based upon such alleged acts or omissions. 168 CLICK HERE to Return to Agenda

D. With respect to any action or claim subject to indemnification herein by COUNTY, COUNTY shall, at its sole cost, have the right to use counsel of its own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of CITY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes COUNTY’s indemnification to CITY as set forth herein. COUNTY’S obligation to defend, indemnify and hold harmless CITY shall be subject to CITY having given COUNTY written notice within a reasonable period of the claim or of the commencement of the related action and information and reasonable assistance, at COUNTY’s expense, for the defense or settlement thereof. COUNTY’s obligation hereunder shall be satisfied when COUNTY has provided to CITY the appropriate form of dismissal relieving CITY from any liability for the action or claim involved.

E. The specified insurance limits required in this Agreement shall in no way limit the COUNTY’s obligations to indemnify and hold harmless CITY herein from third party claims.

F. This SECTION VI shall survive the termination of this Agreement.

SECTION VII. INSURANCE
COUNTY agrees to maintain the following insurance coverage during the term of this Agreement:

A. Workers’ Compensation:

COUNTY shall maintain Workers’ Compensation Insurance (Coverage A) as prescribed by the laws of the State of California. The policy shall include Employer Liability (Coverage B) including Occupational Disease with limits of not less than $1,000,000 per person per accident.

B. Commercial General Liability:

COUNTY shall maintain Commercial General Liability Insurance coverage for claims which may arise from or out of COUNTY’s performance of its obligations hereunder. This coverage shall have a limit of liability not less than $2,000,000 per occurrence combined single limit.

C. Vehicle Liability:

If vehicles or mobile equipment is used in the performance of the obligations under this Agreement, then COUNTY agrees to maintain automobile liability insurance for vehicles provided by the COUNTY for use under this Agreement. This coverage shall have a limit of liability of not less than $1,000,000 combined single limit.

SECTION VIII. RESERVED
RESERVED.

SECTION IX. TERMINATION
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A. Either party may terminate this Agreement without cause upon no earlier than six (6) months advance written notice served on the other party stating the extent and effective date of termination.

B. If a six (6) month notice of termination is served on the other party, after receiving said notice of termination, COUNTY shall stop work under this Agreement on the termination date specified in the notice of termination; and after termination, CITY shall make payment to COUNTY for performance up to the date of termination in accordance with this Agreement.

C. In the event of termination, both parties shall fulfill all obligations owed to each other that have accrued before the date of termination. Additionally, except for SECTION VI, each party will be released from any obligations that would have accrued after the termination date had the Agreement continued. However, the CITY will remain responsible for payment to the COUNTY for any services provided under this Agreement prior to the termination date.

SECTION X. FORCE MAJEURE
If either Party is unable to comply with any provision of this Agreement due to causes beyond its reasonable control, and which could not have been reasonably anticipated, such as acts of God, acts of war, civil disorders, pandemics, or other similar acts, such party shall not be held liable for such failure to comply.

SECTION XI. AMENDMENTS
Any amendments, including but not limited to alterations, variations, or supplements, to the terms of this Agreement shall be in writing and signed by the parties hereto, and shall have the approval of the Board of Supervisors of COUNTY and CITY Council. Any amendments will be presented to CITY’s CITY Manager, or designee, prior to CITY’s CITY Council approval.

This Agreement, including any attachments, constitutes the entire Agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications, whether oral or in writing.

Except for changes to a CITY’s contact information, any changes, modifications, or amendments to the Agreement must be in writing and duly executed by the Director of the Department, or their designee, and an authorized representative of the CITY. The only exception to this requirement applies to updates to the CITY's contact information, which may be made through simple email confirmation from the CITY.

SECTION XII. SEVERABILITY
Each paragraph or provision of this AGREEMENT is severable from each other provision, and if any provision or part thereof is declared invalid, the remaining provisions shall nevertheless remain in full force and effect.
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SECTION XIII. NO THIRD-PARTY BENEFICIARIES
This Agreement between the parties is intended for the mutual benefit of the two signing parties only. No rights are created under this Agreement in favor of any third party or any party who is not a direct signatory to this Agreement.

SECTION XIV. NONDISCRIMINATION
COUNTY shall not discriminate in the provision of services, allocation of benefits, accommodation in facilities, or employment of personnel on the basis of race, ethnicity, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition, marital status, sex, sexual orientation, or gender identity in the performance of this Agreement; and, to the extent they shall be found to be applicable hereto, shall comply with the provisions of the California Fair Employment and housing Act (Gov. Code 12900 et. seq.), the Federal Civil Rights Act of 1964 (Pub. L. 88-352) and the Americans with Disability Act of 1990 (42 U.S.C. 12101 et seq.).

SECTION XV. DISPUTE RESOLUTION AND VENUE
A. The parties shall attempt to resolve any disputes amicably at a working level as set forth in SECTION IV(B). If that is not successful, the dispute shall be referred to the senior management of the parties.

B. Prior to filing any legal action related to this Agreement, the parties shall be obligated to attend a mediation session in Riverside County before a neutral third-party mediator. A second mediation session shall be required if the first session is not successful. The parties shall share the cost of the mediations.

C. This Agreement shall be governed by the laws of the State of California. Any legal action related to the performance or interpretation of this Agreement shall be filed only in the Superior Court of the State of California located in Riverside, California, and the parties waive any and all provisions of law providing for a change of venue to another location.

SECTION XVI. ASSIGNMENT
This Agreement shall be binding upon COUNTY and its successors. Neither this Agreement nor any part thereof nor any moneys due or to become due hereunder may be assigned by the parties without the prior written consent of the other Party. CITY and COUNTY hereby agree with the full performance of the covenants contained herein.

SECTION XVII. CONTRACT PERFORMANCE
COUNTY’s Director of Department of Animal Services, or designated representative, shall meet as necessary to discuss contract performance with CITY’s CITY Manager, or designated representative.
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SECTION XVIII. CONTRACT SUM
The CITY will pay for the services provided under the terms of the Agreement at the current fiscal year rate established by the COUNTY and set forth in the current ATTACHMENT B.

The rates indicated in the ATTACHMENT B form will be readjusted by the COUNTY annually, effective the first day of July each year, to reflect the cost of services in accordance with the policies and procedures for the determination of rates established by the COUNTY.

The CITY will be billed based on the current service level described in the latest ATTACHMENT A, FISCAL YEAR 25/26-27/28 SERVICE REQUEST FOR THE CITY OF LA QUINTA.

The cost of any additional services requested and provided under the Agreement and not set forth in ATTACHMENT B will be determined by the COUNTY in accordance with the policies and procedures established by the COUNTY.

SECTION XIX. PAYMENT PROCEDURES
The COUNTY, through the Department of Animal Services, will submit a summary invoice covering all services performed quarterly to the CITY within ten (10) calendar days after the closing of each quarter. The CITY will pay the COUNTY for all undisputed amounts within thirty (30) calendar days after the date of CITY’s receipt of the invoice.

If payment is not delivered to the COUNTY office described on the invoice within sixty (60) days after the date of the invoice, the COUNTY is entitled to recover interest on the unpaid amount at the rate specified below in this Section XIX.

For all disputed amounts, the CITY will provide the COUNTY with written notice of the dispute including the invoice date, amount, and reason(s) for the dispute within twenty-one (21) calendar days after receipt of the invoice. Disputed amounts shall be subject to the Dispute Resolution provisions in SECTIONS IV(B) and XV of this Agreement, until such time as the dispute is fully resolved. The parties will confirm the resolution of the dispute amount(s) in writing. For any disputed amounts, interest will accrue if payment is not received within sixty (60) calendar days after the date of the written resolution.

Interest will be calculated at the rate of seven percent (7%) annually, or the maximum legally allowable interest, from the last day of the month for which the services were performed, or in the case of disputed amounts, from the date of the written resolution.

SECTION XX. NOTICES
Each Party shall designate a Primary Contact, as identified in ATTACHMENT A, Service Request, to facilitate the services covered by this Agreement. Routine communications necessary for the day-to-day facilitation of services may be conveyed through telephone, email, or in-person interactions. However, all correspondence and notices required or contemplated by this Agreement shall be delivered to the respective parties at the addresses set forth below and in ATTACHMENT A and are deemed received two (2) days after their deposit in the United States mail, postage prepaid.
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Notices to the County of Riverside must be addressed as follows:

COUNTY
County of Riverside Department of Services Director
6851 Van Buren Boulevard
Jurupa Valley, CA 92509
Notices to the CITY must be addressed to the contact person listed on the most recent SLR on file or, if none is listed on the SLR, the CITY Manager and CITY Clerk.

SECTION XXI. DEFINITIONS
A. “Altered or Unaltered” An Altered animal has undergone a surgical sterilization procedure, spay (female) or neuter (male) for dogs or cats and is incapable of reproduction. An Unaltered animal has not been sterilized.

B. “Available” means an animal eight (8) weeks of age or older that at the time the animal is impounded or taken into possession, has manifested no sign of disease, injury, or congenital or hereditary condition that adversely affects the health or temperament of the animal, or that is likely to adversely affect the animal’s health in the future.

C. “Care” includes, but is not limited to providing necessary and prompt veterinary care, adequate nutrition and water, shelter, and humane treatment, or transfer of animal to the appropriate agency as defined in Civil Code 1834 and 1846.

D. “Euthanasia” is a non-preferred option and is to be used as a last resort when deemed there is no other outcome for an animal. When the decision has been made to euthanize, it is done with the highest degree of respect, and with an emphasis on making the euthanasia process as painless and distress free as possible. Humane euthanasia services shall be provided as required for impounded animals held at the Shelter for the lawful number of days, if such an animal is not reclaimed by the animal’s owner and cannot be placed through adoption or rescue by COUNTY. Animals that are irremediably suffering from a serious illness or severe injury may not be held for owner redemption or adoption. Except as provided in Food and Agricultural Code, subdivision (b), Section 31108 and subdivision (c) of Section 31752, newborn animals that need maternal care and have been impounded without their mothers may be euthanized without being held for owner redemption or adoption. Further:
i. Only euthanasia methods approved by the Association of Shelter Veterinarians shall be used.
ii. Pre-euthanasia sedation or anesthesia shall be provided in the professional judgment of the veterinarian conducting or providing oversight. The interests of the animal will be given equal consideration whether the animal is individually owned or not, regarding providing pre-euthanasia sedation or anesthesia. 173 CLICK HERE to Return to Agenda

iii. The COUNTY will provide ongoing professional training on the latest methods and material available for euthanasia and effective management of compassion fatigue for all personnel as described within, but not limited to, the American Veterinary Medical Association’s Guidelines for the Euthanasia of Animals. iv. The COUNTY will conduct euthanasia in areas that are isolated from other activities, where possible, to minimize stress on animals and to provide staff with a professional and dedicated work area and incorporate the recommendations for a well-designed euthanasia space as recommended by the American Veterinary Medical Association. v. Records shall be kept for a period of not less than three (3) years on each euthanized animal shall include the following information: breed; sex; color; weight; other distinguishing characteristics; date, time and location where animal was found, method of euthanasia, and reason for use of method.

E. “Healthy” means and include all dogs and cats eight weeks of age or older that, at or subsequent to the time the animal is taken into possession, have manifested no sign of a behavioral or temperamental characteristic that could pose a health or safety risk or otherwise make the animal unsuitable for placement as a pet, and have manifested no sign of disease, injury, or a congenital or hereditary condition that adversely affects the health of the animal or that is likely to adversely affect the animal’s health in the future.

F. "Impounded" means having been received into custody of any animal control center, animal control officer, animal control vehicle, or peace officer duly authorized by the County of Riverside to receive such animal.

G. “Potentially Dangerous” means any animal which has once actively pursued, attacked, bitten, or otherwise caused a less severe injury than a "substantial injury" (as defined in this section), to another person engaged in a lawful activity. Any animal which has once attacked, bitten, or otherwise caused a less severe injury than a "substantial injury" (as defined in this section), to another animal. Any animal which is found actively pursuing livestock, poultry, dogs, cats or animals.

H. "Substantial injury" means a substantial impairment of the physical condition of a person or animal which requires professional medical treatment, including, but not limited to, loss of consciousness; concussion; bone fracture; protracted loss or impairment of function of any bodily member or organ; muscle tears, disfiguring lacerations, punctures, or a wound requiring multiple sutures; or any injury requiring corrective or cosmetic surgery.

I. “Dangerous” means any animal which has twice within a forty-eight (48) month period in two separate incidents has, actively pursued, attacked, bitten or otherwise caused a less severe injury than a "substantial injury" (as defined in this section), to another person or animal engaged in a lawful activity. Any animal which has once attacked, bitten, or otherwise caused injury to a person or animal engaged in lawful activity, resulting in death or substantial injury; Any animal which has been previously declared a potentially dangerous animal and the owner/custodian has failed to restrain the animal as so directed; or any dog which has been declared a "potentially dangerous dog" as defined by 174 CLICK HERE to Return to Agenda

California State Law during any legal hearing process.

J. “Vicious” means any animal which, when unprovoked, in an aggressive manner, inflicts injury on or kills a human being or animal. Any animal previously determined to be and currently listed as a potentially dangerous dog which after its owner or keeper has been notified of this determination, continues that behavior described in Section 31062 of the Food and Agricultural Code or is maintained in violation of Section 31641, 31642, or 31643 of the Food and Agricultural Code.

SECTION XXII. HEADINGS
The Section and other headings contained in this Agreement are included for the purpose of convenient reference only and shall not restrict, amplify, modify or otherwise affect in any way the meaning or interpretation of this Agreement or the attachments and schedules hereto.

SECTION XXIII. RESERVED.

SECTION XXIV. WAIVER OF BREACH, RIGHT OR REMEDY
The waiver by any party of any breach or violation by another party of any provision of this Agreement or of any right or remedy permitted the waiving party in this Agreement (a) shall not waive or be construed to waive any subsequent breach or violation of the same provision, (b) shall not waive or be construed to waive a breach of violation of any other provision, and (c) shall be in writing and may not be presumed or inferred from any party’s conduct. Except as expressly provided otherwise in this Agreement, no remedy conferred by this Agreement is intended to be exclusive of any other remedy, and every remedy shall be in addition to every other remedy granting in this Agreement or now or hereafter existing at law or in equity, by statute or otherwise.

The election of any one or more remedies by a party shall not constitute a waiver of the right to pursue other available remedies.

SECTION XXV. INDEPENDENT CONTRACTOR
The COUNTY is acting as an independent contractor to the CITY under this Agreement. Each party to this Agreement shall have no power to incur any debt, obligation, or liability on behalf of another party to this Agreement.

SECTION XXVI. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be deemed 175 CLICK HERE to Return to Agenda

an original, but all of which together shall constitute one and the same Agreement, binding on all Parties.

SECTION XXVII. AUTHORIZATION WARRANTY
A. The CITY represents and warrants that the person executing the Agreement for the CITY is an authorized agent who has actual authority to bind the CITY to each term, condition, and obligation of the Agreement and that all requirements of the CITY have been fulfilled to provide such actual authority. The CITY’s City Manager, or authorized designee, shall have the authority, on behalf of the CITY, to enter into amendments or other agreements, documents, or records to implement this Agreement.

B. The COUNTY represents and warrants that the person executing the Agreement for the COUNTY is an authorized agent who has actual authority to bind the COUNTY to each term, condition, and obligation of the Agreement and that all requirements of the COUNTY have been fulfilled to provide such actual authority.

SECTION XXVIII. COOPERATION, FURTHER ACT
The parties shall cooperate fully with one another and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
(Signature Provisions on Following Page]
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement.

COUNTY:

County of Riverside, on behalf of its
Department of Animal Services, a political
subdivision of the State of California
CITY:

CITY OF LA QUINTA, a California
municipal corporation and charter city
V. Manuel Perez, Chair
Board of Supervisors Jon McMillen, City Manager
Date: Date:

ATTEST:

Kimberly Rector
Clerk of the Board
ATTEST:

By: By:

Monika Radeva
City Clerk
APPROVED AS TO FORM:

Minh C. Tran
County Counsel
APPROVED AS TO FORM:

By:

Amrit P. Dhillon
Deputy County Counsel
By:

William H. Ihrke
City Attorney
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COUNTY OF RIVERSIDE

DEPARTMENT OF ANIMAL SERVICES

DESCRIPTION OF STANDARD FIELD SERVICES

EXHIBIT A
At the election of the CITY the County of Riverside, on behalf of its Department of Animal Services (“COUNTY”), agrees to provide the following animal field services for the CITY OF LA QUINTA (“CITY”):

A. PROVISION OF FIELD SERVICES
The COUNTY will provide the services set forth below in accordance with regulations and provisions, found in Riverside County Ordinance Nos. 534, 560, 630, 716, 771, and 878 (“Animal Control Ordinances”), except as otherwise agreed to by the Parties in ATTACHMENTS A and B for specified service requests.

The COUNTY will inform the CITY of any proposed changes to Ordinance Nos. 534, 560, 630, 716, 771, and 878 with as much advance notice as practical, with the intention of providing the CITY with an opportunity to submit input to the COUNTY and the COUNTY related to the proposed changes. The COUNTY will notify the CITY of the passage of any change to Ordinance Nos. 534, 560, 630, 716, 771, and 878 by the County Board of Supervisors as soon as practical.

The COUNTY will provide the minimum required animal control resources and services for the CITY based on an average number of calls for service. Services consist of COUNTY personnel performing a variety of tasks utilizing appropriate equipment. The animal field services to be provided by COUNTY for CITY within the corporate limits of CITY shall include the following activities:

1. Field Service Assistance: Respond to all calls for field service assistance pursuant to the priority of calls as described in Section E below.

2. Impoundment: Impound dogs and livestock found at large and collect such impound fees as established in the appropriate CITY municipal code.

3. Proper Care and Treatment: Provide humane care and treatment to any stray or abandoned animal impounded by field personnel in accordance with State of California (“State”) laws and regulations.

4. Animal Bites: Investigate reported bites by animals. COUNTY shall respond to all reposed bites by dogs, cats, or by suspected rabid or wild animals. COUNTY will interview bite victims to the extent possible. COUNTY shall only be responsible for administrative proceedings resulting therefrom.
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5. Quarantine: Quarantine all animals suspected to be rabid and/or that have bitten a person as prescribed by the California Compendium of Rabies Control and Prevention, the State law, and COUNTY policy. Shelter quarantine will be at the discretion of the COUNTY.

6. Stray and Barking Animal (Nuisance) Complaints: Respond to and process nuisance complaints, including stray and barking animal complaints. COUNTY shall only be responsible for administrative enforcement proceedings resulting therefrom.

7. Dead Animals: Remove dead animals from the public right-of-way except in such cases where an animal is on a state highway within CITY limits. In such cases, COUNTY shall immediately (or as soon as practicable) notify the State Department of Transportation by telephone, facsimile, email or other means.

8. Return of Animals in the Field: Field personnel, including officers employed by CITY, shall make a best effort to return any lost/stray animal impounded in the field to the rightful owner. Best effort includes but is not limited to:
i. Checking for identification
ii. Scanning the animals for a microchip
iii. Canvassing the area to attempt to find the owner
iv. Equipment necessary to fix common problems such as broken fences with permission from the resident
v. Post a minimum of three signs

9. Kennels and Catteries: COUNTY shall inspect and issue licenses to operate dog kennels and catteries within CITY pursuant to CITY’s municipal codes and collect fees in connection therewith. All fees for licenses to operate dog kennels and catteries shall be retained by COUNTY.

10. Issuance of Warnings and Citations: Enforce all appropriate provisions of CITY’s municipal code as necessary, including the issuance of warning notices or citations, for violations of the provisions of said municipal code. COUNTY shall only be responsible for administrative enforcement proceedings resulting therefrom.

11. Service to Public: Provide service to the public on matters covered in this Agreement consistent with established policies and procedures that promote courteous and efficient service and good public relations. Other policies and procedures notwithstanding COUNTY, in processing any type of complaint or request for service, shall indicate to the caller that a response can be expected as per Section E below.

12. Field Services Related to Canine Licenses: The COUNTY shall verify canine license status when responding to requests for service or when responding to complaints about animal behavior. The Animal Control Officer, as part of the officer's regular animal control duties as defined by, but not limited to, the terms of this Agreement, shall conduct license inspection activities during animal control 179 CLICK HERE to Return to Agenda

investigations to ascertain the number of unlicensed dogs, to license such dogs, and to foster compliance with CITY’s municipal code.

13. Wildlife: COUNTY will not impound free roaming wildlife unless it is a danger to the community, sick, injured, or part of an animal cruelty or animal bite case.

14. COUNTY will perform humane investigations of suspected animal neglect and cruelty and will be responsible for investigation, citation, and preparing materials for prosecution.

15. COUNTY and CITY will work together on educational outreach, promotion of spay/neuter and vaccination clinics, owner surrender assistance programs, responsible pet ownership, adoption programs and other activities to reduce impounds and increase live outcomes. CITY will provide two (2) vaccine clinic(s) at no charge to the resident, and two (2) spay/neuter clinic(s) at no charge to the resident per quarter, at CITY’S expense. CITY may decide to hire COUNTY to provide this service, if available, or seek a separate vendor.

16. In case of a disaster, COUNTY and CITY will work collaboratively on animal needs and communication as it is related to rescue, response and recovery efforts.

B. SHELTER CARE AND DISPOSITION SERVICES
The COUNTY shall house CITY’s animals at a COUNTY operated shelter at the COUNTY’s discretion, as set forth in EXHIBIT B. CITY may request, during the Term of this Agreement, for CITY’s animals to be housed at a specific COUNTY-operated shelter, subject to COUNTY’s approval in its sole discretion.

C. PROVISION OF VEHICLES AND RADIO EQUIPMENT
COUNTY shall provide animal control vehicles and equip them with the appropriate animal control boxes mounted on the truck chassis and with an air conditioning unit mounted on the animal control truck boxes for use in the provision of services as set forth in this Agreement.

The COUNTY shall fuel and maintain said vehicles.

D. MISSING OR STOLEN ANIMALS
COUNTY shall file a report with the appropriate law enforcement agency within twentyfour (24) hours if an impounded animal is missing or suspected of having been stolen from an animal control vehicle or while in COUNTY’s custody. COUNTY shall indicate on the police report the circumstances of the animal's disappearance.

E. PRIORITY OF FIELD SERVICES
a. “Services” are those enforcement activities rendered by COUNTY pursuant to this Agreement, COUNTY Ordinance and/or the relevant sections of CITY’s municipal code, as indicated in ATTACHMENT B and related State law and are assembled for into two categories: emergency and non-emergency.
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b. “Priority Ranking” refers to the order of priority with which a call will be handled.

All calls will go directly to the dispatcher or assigned clerical staff for a relay to the Animal Control Officer. If a call is exceptional,” as set forth in Section F below, it shall be referred to the supervisor for evaluation and response. c. The following definitions of “Regular Service Hours”, “Limited-Service Hours”, and “Holidays” are intended to identify the broad time frames during which specific levels of service will be provided.
d. "Regular-Service Hours” are between the hours of 7:30 am to 5:00 pm, Monday through Friday, Holidays excepted.
e. "Limited-Services Hours” are the between the hours of 5:00 pm to 7:30 am, Monday through Friday, all day Saturday, Sunday and on Holidays. f. “Holidays” are those days as established by the COUNTY and the CITY where the CITY or COUNTY is closed for service on a business day that would otherwise be a regular service day.
g. Field service activities shall be performed daily and generally based on both the Priority Ranking and the time a call for service is received in accordance with this Agreement. All calls involving imminent danger shall be responded to within sixty (60) minutes if reasonably possible, subject to considerations involving the time of day, traffic conditions, or other circumstances. An Animal Control Officer shall respond to animal medical emergencies and other emergencies involving danger to humans within thirty (30) minutes or less during Regular Service Hours, and within sixty (60) minutes or less during Limited-Service Hours and Holidays. CITY acknowledges that response time may be affected by traffic congestion or other hindering circumstances uncontrollable by COUNTY. COUNTY shall provide a means for responding to calls for service that take place during Limited-Service Periods which are of an urgent nature pursuant to this EXHIBIT A. Field service personnel may be assigned to patrol and perform other service field tasks as defined by COUNTY and CITY.
h. The COUNTY shall respond to telephone calls for field services during Regular Service Hours. Calls shall be received by the COUNTY answering service during Limited-Service Hours and on Holidays, as noted above. Calls answered by the answering service will be handled on an emergency basis as outlined herein. The dispatcher and/or clerical support staff shall maintain a detailed record of all requests for service, both emergency and routine, received during Regular Service Hours and Limited-Service Hours, including time and date, when the calls were answered, and the disposition of those calls. Records of these calls shall be maintained for at least thirty (30) days.
i. The CITY and COUNTY agree that any incident reportsto the COUNTY by residents 181 CLICK HERE to Return to Agenda

or through emergency services involving a dangerous, aggressive, wild, injured or sick animal constitute an emergency and require immediate action by the COUNTY pursuant to this Agreement. Calls for service received during Limited-Service Hours that are not of an urgent nature shall be answered by an answering service and referred to call-back on the next business day during phone center operational hours. These calls will then be scheduled for response in accordance with this EXHIBIT A. j. Calls Considered Emergencies to be Handled Without Delay:

1. Animals endangering the health or safety of the community

2. Police Department requests for service

3. Sick or injured stray animals

4. Animals in distress

5. Humane investigations that are life threatening. (Depending on immediate circumstances)
k. Calls Considered Non-Emergency to be Handled during Regular Service Hours:

1. Pick-up confined, healthy- not sick or injured, stray-animals

2. Dead animal removal

3. Quarantine investigations

4. Leash law enforcement

5. Nuisance animal investigations

6. Permit investigations
F. EXCEPTIONS
The Director of the Department of Animal Services, or their designee, may, on a case-by-case basis, authorize variations of priority when circumstances require.

G. LICENSE FEES (Riverside COUNTY Ordinance No. 630, Section 2 - MANDATORY

DOG LICENSING AND VACCINATION)
Licenses shall be issued upon receipt of all licensing requirements including payment of the license fees at the same rate as established in Section 2 of Riverside County Ordinance No. 630 and are subject to change as amended by COUNTY’s Board of Supervisors, from time to time.

H. RABIES VACCINATION CERTIFICATE DATA
Rabies vaccination certificates shall be collected from area veterinarians and downloaded into COUNTY’s database after the data has been reviewed for inconsistencies. Reminders of licensing requirements shall be automatically generated and emailed or mailed to dog owners.

Those owners who fail to comply may be subsequently issued administrative citations. 182 CLICK HERE to Return to Agenda

Remittance options include on the COUNTY’s website www.rcdas.org or in person at a COUNTY shelter location. COUNTY shall verify dog license status when responding to requests for service or when responding to complaints. COUNTY owners can verify the status of their animal’s license by telephone or going to https://riversidecounty.docupet.com.

I. COLLECTION OF LICENSE FEES
CITY authorizes COUNTY to issue and collect the fees for canine licenses and retain eleven dollars and thirty-five cents ($11.35) per license on any and all canine license revenue generated by CITY residents during the term of the Agreement. All fees collected for canine licenses shall be accounted for by the COUNTY monthly and the COUNTY shall credit the net amount of license fees collected for each month. For purposes of this Agreement, the net amount of license fees shall mean the total amount of license fees collected in a month less the sum of $11.35 per each canine license issued and shall be separate and apart from the monthly compensation rate due and payable by the CITY as required in ATTACHMENT B, Billing Rates. CITY shall be responsible for a one-time conversion fee for new data entered into COUNTY’s licensing database.

J. SERVICE PLANS
CITY may elect one of two service plans for field services provided by the COUNTY. (ATTACHMENT A)

1. Standard Service Plan
The Standard Service Plan provides the number of Animal Control Officers, as determined by the County, to allow for the provision of field services to the CITY five (5) days/week – Monday through Friday- Nine (9) hrs./day – between the hours of 7:30am-5:00pm, with dispatching and after-hours emergency service 24 hours per day, seven days per week.

2. Extended Service Plan
The Extended Service Plan provides the number of Animal Control Officers to allow for providing field services to the CITY seven (7) days/week – Monday through Sunday – nine (9) hrs./day - between the hours of 7:30am-5:00pm, as indicated by the CITY in ATTACHMENT A, dispatching and after-hours emergency service 24 hours per day, seven days per week.

K. TRAPPING
COUNTY shall provide advice and assistance in setting a humane trap for an animal at large or a wild animal on public or private property, utilizing a CITY trap or the residents' private trap. COUNTY shall not be required to move belongings or maintain on-premises surveillance, unless in the opinion of the Director of Animal Services or the responding Animal Control Officer there is a direct, clear and present danger to human life. The CITY has purchased traps and stores them at the CITY yard for the above mentioned purposes to be used for CITY residents. Traps will be 183 CLICK HERE to Return to Agenda

available to CITY residents on a first-come, first-served basis. COUNTY may provide CITY residents with CITY traps at no cost to residents. COUNTY is not required to provide vector control services under this provision of this contract. [End of Exhibit A]
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COUNTY OF RIVERSIDE

DEPARTMENT OF ANIMAL SERVICES

DESCRIPTION OF STANDARD SHELTER SERVICES

EXHIBIT B
At the election of the CITY, the County of Riverside, on behalf of its Department of Animal Services (“COUNTY"), agrees to provide the following Animal Shelter Services for the CITY OF LA QUINTA (“CITY”).

A. PROVISION OF SHELTER SERVICES
All COUNTY shelters are open admission shelters and are required to accept all stray or abandoned animals from the COUNTY’s area(s) of responsibility. The COUNTY maintains four (4) animal care shelters that accept stray or abandoned animals. The COUNTY also receives and maintains animals that are victims of abuse or neglect, under a quarantine order, or that pose a risk to the public. Stray or abandoned animals are held for an initial period to give an owner the opportunity to reclaim them. Owner-relinquished animals are held for an initial period prior to requested euthanasia or adoption to a new home, pursuant to State law. The holding period may vary and may be extended to reunite the animal with an identified owner or for other reasons.

The COUNTY is committed to providing appropriate and safe housing for all animals accepted into the COUNTY’S care. The COUNTY is required by law to provide necessary and prompt veterinary care, nutrition, and shelter, and treat them kindly. Medical care may be provided by COUNTY staff or, at COUNTY’S sole discretion, outsourced to a contracted veterinarian.

B. COUNTY ANIMAL SHELTER

1. All animals collected in the field within the boundaries of the CITY or determined to have originated from within the boundaries of the CITY may be housed at a COUNTY animal shelter. Admitted animals will be vaccinated, microchipped, and provided necessary and prompt medical care, food, water, and shelter. The COUNTY may post an animal’s picture on the Department’s website to assist residents in reclaiming a lost or missing pet or finding a new one. Residents may also visit the associated animal shelter to find their lost or missing pet. The hours of operation of each animal care center may be found on the Department's website.

2. The COUNTY will make reasonable attempts to house animals from the CITY at the animal shelter closest to the CITY. The nearest animal shelter to the CITY will be designated as the primary animal shelter. There may be circumstances in which the Department will house animals collected from the CITY at an alternate location.

3. The COUNTY shall be responsible for the operation and maintenance of the COUNTY shelters and the care of the animals.

4. The COUNTY shall maintain hours of operation at the Shelter to provide maximum 185 CLICK HERE to Return to Agenda

public access to the animals, to the extent possible.

C. STANDARD SHELTER SERVICES
Riverside County Animal Services shelters shall include the following activities and services:

1. Impoundment, admittance, receipt of, care of, custody of and/or feeding of any and all stray animals.

2. Providing food, water, shelter, enrichment, and medical care for animalsin the Department’s care.

3. Holding stray animals and attempting to reunite them with theirowners.

4. Assisting pet owners with alternatives to relinquishment by connecting them with resources for pet retention. Accepting unwanted animals surrendered by their owners if there is no other alternative.

5. Making the best efforts to find new adoptive homes for domestic animals and livestock.

6. Quarantine and observation of animals for rabies and/or at the direction of the Department of Public Health.

7. Working with wildlife rehabilitators to rescue sick and injured wildlife.

8. Providing emergency care and housing to pets and livestock displaced by wildfires or other disasters.

9. Holding animals that are the subject of criminal investigations or other legal or administrative proceedings.

10. Ensuring that all dogs, four (4) months and older, released from the COUNTY to a resident of County of Riverside are licensed, microchipped, and spayed/neutered and, if not licensed, to sell license to the owner or other person taking custody of such dog. In accordance with COUNTY ordinances, require the micro-chipping of released animals.

11. Provide necessary and prompt veterinary care.

12. Humane euthanasia of animals as lawful and necessary, including the creation of a log detailing each animal that is euthanized and the reasons for such euthanasia.

13. Public services, including prevention of animal abuse, neglect, or abandonment through outreach and education, and intervention through finding alternatives to relinquishment and assisting at-risk populations.
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14. Filing annual reports to the State of California as required by law.

15. Proper disposal of dead animals at the rate as set forth in ATTACHMENT B, Payment Provisions.

16. Maintaining a website with pictures of stray and surrendered animals to facilitate reuniting the animals with their owners or finding new adoptive homes.

17. Maintaining regular hours of operation for the public.

D. SCOPE OF ANIMAL SHELTER SERVICES

1. Treatment of Animals: COUNTY will provide adequate care and treatment of CITY’s animals whiles in custody of COUNTY to ensure that impounded animals are provided with humane and appropriate levels of care, including a clean environment, fresh water, adequate nutrition and appropriate medical care.

2. Level of Service Provided: COUNTY shall provide Animal Shelter Services as defined in this Agreement. COUNTY’s policies and procedures for Animal Shelter Services shall be based on standards and/or guidelines derived from reputable animal care organizations including, but not limited to, the Humane Society of the United States, American Humane Association, and American Veterinary Medical Association.

3. Feeding Protocols: All animals shall be fed in amounts appropriate to meet their nutritional needs.

4. Disease Control and Sanitation: COUNTY shall maintain the Shelter in a clean and sanitary condition. COUNTY’s policies and procedures may include beneficial standards and/or guidelines derived from reputable animal care organizations including, but not limited to, the Humane Society of the United States, American Humane Association, and American Veterinary Medical Association.

5. Provision of Personnel and Supplies: COUNTY shall provide personnel, supplies, materials, medication, pharmaceuticals, and equipment, including forms and reports, to perform all aspects of the animal shelter services described herein.

6. Holding Periods: COUNTY shall hold all stray-impounded animals, not otherwise own identifiable, for the holding periods as required by State law.

7. Euthanasia: Humane euthanasia services shall be provided as required for impounded animals held at the shelter for the lawful number of days, if such an animal is not reclaimed by the animal’s owner and is unable to be placed through adoption or rescue by COUNTY. Animals that are irremediably suffering from a 187 CLICK HERE to Return to Agenda

serious illness or severe injury may not be held for owner redemption or adoption.

Only euthanasia methods approved by the American Veterinary Medical Association shall be used. Records shall be kept for a period of not less than three (3) years on each euthanized animal and shall include the following information:
breed; sex; color; weight; other distinguishing characteristics; date, time and location where animal was found; method of euthanasia, and reason for use of method.

8. Quarantine: COUNTY shall quarantine, as prescribed by the California Compendium of Rabies Control and Prevention, State law, and COUNTY policy, all animals suspected of being rabid or involved in a bite investigation.

9. Impoundments and Quarantines: COUNTY shall house, feed and care for all animals impounded and/or quarantined at the Shelter. Quarantined animals may be quarantined at the owner’s home or an alternate location.

10. Animals Surrendered by their Owners: Owner surrenders will be impounded on a case-by-case basis. Pet Support or pet retention programs will be offered to assist the owner with keeping their pet. CITY shall direct their constituents to consult with COUNTY to surrender their pet. CITY shall not accept owner surrenders in the field prior to the constituent consulting with the COUNTY.

12. Wildlife: COUNTY and CITY Animal Control Officers will work with constituents to ensure public safety while maintaining wildlife in the wild.

COUNTY and CITY Animal Control Officers will triage wildlife reports to determine the appropriate response. Wildlife will be impounded if there is a public safety hazard, if the animal’s welfare is at risk, if the animal is injured or orphaned, if the animal has been involved in a bite, or involved in an animal cruelty investigation.

13. Vicious and Potentially Dangerous Dogs: Any dog declared or determined to be vicious or potentially dangerous and in custody of COUNTY either under impoundment or quarantine shall be deemed unsuitable for adoption and shall not be released except as required by State law or at the Director of Animal Services’ discretion.

14. Incoming Animal Identification: Incoming animals shall be checked immediately for collar tags, tattoos, and scanned for microchips by qualified Shelter staff within one (1) hour of arrival at the Shelter. Shelter staff shall make all attempts to notify owners within twenty- four (24) hours of an Impounded Animal delivered by CITY to COUNTY. Animal Control Officers shall attempt to return animals in the field prior to delivering the impounded animal to the shelter. Animal Control Officers shall scan animals in the field for microchips, call phone numbers on tags or research license numbers to reunite animals in the field.

15. Incoming Animal Examinations/Assessments: Examinations of impounded 188 CLICK HERE to Return to Agenda

animals shall be performed within twelve (12) hours, except during LimitedService Hours when the examination will be performed within twenty-four (24) hours. Incoming animal assessments shall include the following:
a. A physical examination to determine if a medical condition exists which requires a veterinarian’s attention
b. Routine vaccinations and de-worming, as needed
c. External parasite treatment, as needed
d. Document the animal’s incoming weight
e. Scan for microchip identification
f. Microchip administered if none found
g. Establish unique identifier for the animal
h. Document any identifying features or abnormalities. The COUNTY shall properly document on an animal-by-animal basis that an
examination/assessment has been performed.

16. Enforcement: Enforce all relevant provisions of CITY’s municipal code and State law as may be applicable to animals housed, kept or maintained at the Shelter.

17. Adoption: Animal identified as being available for adoption shall be up for adoption in the shelter or off-site locations or by posting online.

18. Spay and Neuter: COUNTY shall ensure that all dogs and cats adopted from the Shelter are spayed or neutered, or that adequate provisions are made for such spaying or neutering if COUNTY transfers any animals, or if an adopted animal is unable to receive spaying or neutering due to a medical condition. In accordance with California Food and Agricultural (“F&A”) Code Sections 30503 and 31751.3, if veterinarian employed at the Shelter certifiesthat a dog or cat is too sick or injured to be spayed or neutered, the COUNTY shall collect a spay/neuter deposit from the adopter or purchaser and this deposit shall be deposited into a segregated fund maintained by the COUNTY. The deposit shall be fully refunded to the adopter or purchaser if proof of sterility is provided within thirty (30) business days from the date of surgery, at which the deposit is forfeited in accordance with F&A Code Sections 30503 and 31751.3. Spay and neuter deposits shall only be used by the COUNTY for canine and feline spay and neuter programs.

19. Microchipping: In accordance with F&A Code Sections 31108.3 and 31752.1, COUNTY shall ensure that all dogs and cats being reclaimed, adopted, or transferred to a new owner are microchipped with current information prior to leaving the shelter.

18. Community Adoption Partners: COUNTY shall comply with F&A Code Sections 17006, 31108, and 31752 that provide (subject to Section 17006) that a stray dog or cat that is impounded shall, before the euthanasia of that animal, be released to a nonprofit, as defined in Section 501(c)(3) of the Internal Revenue Code, animal rescue, or adoption organization if requested by the organization 189 CLICK HERE to Return to Agenda

before the scheduled euthanasia of that animal. The public or private shelter may enter into cooperative agreements with an animal rescue or adoption organization.

The public or private shelter or organization must be approved by COUNTY prior to the transfer of any animals. In addition to the required spay or neuter deposit, the public or private shelter, at its discretion, may assess a fee, not to exceed the standard adoption fee, for animals adopted or released.

19. Foster Care Placement: Certain animals may be placed in COUNTY’s foster care placement program so to improve animal care, give certain animals a better chance of adoption, and lift the spirits and morale of staff and volunteers.

20. Community Cat Program (“CCP”): CCP COUNTY shall determine a cat’s eligibility for the CCP. If it is determined that a cat is eligible, the cat will be spayed/neutered, vaccinated, and ear tipped. Once the cat has recovered, it will be returned to place of origin.

21. Drug Enforcement Agency (DEA): COUNTY shall comply with all Drug Enforcement Agency (“DEA”) regulations regarding storage, record-keeping, inventory, use, and disposal of all controlled substances.

22. Staffing and Volunteers: COUNTY shall recruit and supervise all necessary personnel for the office, kennel, veterinary and other areas of the Shelter. Staff shall include all full or part-time personnel and shall include the recruitment, supervision and assignment of volunteers in suitable Shelter-related activities. Personnel employed at the Shelter in the performance of Shelter-related activities shall be designated as COUNTY employees and all volunteers engaged in Shelter activities shall participate in activities designated by COUNTY and shall be under the auspices of COUNTY. Use of volunteers at the Shelter shall be determined by COUNTY.

23. Missing Animals: COUNTY shall notify an appropriate law enforcement agency immediately of any animal missing from the Shelter that had previously been impounded and/or in protective custody.

24. CITY Access: COUNTY shall provide access to the entire Shelter to the authorized representatives of CITY during Regular Service Hours or at such other times upon written notice.

25. Livestock and Fowl Care: COUNTY shall provide food, care and shelter to livestock and fowl, either at the Shelter or at another location, when such animals cannot be cared for at the Shelter. Costs of housing any livestock or fowl, regardless of Shelter location shall be charged to the owner of the animal, if known. If the animal’s owner wishes to redeem the animal, the owner shall first pay all applicable fees and charges at the Shelter; except as otherwise required by law, then and only, will the COUNTY authorize release of the animal. COUNTY shall notify CITY in writing when said expenses reach the amount of $5,000 or greater per incident. 190 CLICK HERE to Return to Agenda

Such expenses Shall not exceed the amount of $25,000 per incident unless authorized in writing by CITY.

26. R.E.A.R.S.: REARS is the system that has been developed to perform animal rescue, evacuation, sheltering, care and welfare of domestic and livestock animals within Riverside County during times of disaster or extraordinary emergencies. The REARS Team is dedicated to carrying out the operational tasks of rescuing, evacuating, sheltering and caring for animals during emergencies and is made up of local government animal welfare staff and volunteers trained in animal rescue and emergency animal care. This cadre of trained individuals is supervised, during incidents, by Riverside County Department of Animal Services management staff.

27. Animal Disposal: COUNTY shall prohibit any animal whether dead or alive, which has been impounded, in custody, or in quarantine at the Shelter to be given away, disposed of, traded, sold or in any manner given over to another person, organization or entity for experimentation, regardless of purpose. COUNTY shall be responsible for the disposal of animal remains in its custody or control, subject to applicable State laws.

28. Pet Support Services Program: The COUNTY's Pet Support Program services are activities that go beyond providing housing for dogs and cats and have the effect of keeping pets out of the Shelters and in homes and healthy environments. This strategy allows the COUNTY to manage and reduce the flow of both owned pets and stray animals into their care, which is accomplished by partnering with the community and providing resources and solutions. Through the COUNTY’s pet support services staff provides counseling to pet owners or connects them with resources such as free pet food and supplies, medical vouchers, and other critical resources all intended to help keep pets with their families. This human/pet assistance program is funded almost entirely through donations and grants received by the COUNTY.

This program has reduced the number of surrendered animals admitted to the COUNTY’s care centers to those who have no other opportunity for rehoming. This is reducing the costs that are associated with sheltering cats and dogs.

A. Components of Pet Support Services:
• Community Engagement is key to successfully employing this program, giving the community an opportunity to foster, network animals, facilitate adoptions, and to develop solutions to keep pets with their owners. • The COUNTY encourages people who have found stray animals to attempt to reunite the pets with their families. The COUNTY also encourages residents to allow free roaming cats to remain where they live, as these are often pets or community cats.
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• To reduce the relinquishment of owned pets, the COUNTY will provide resources such as training, food, and supplies, or other support to help keep pets in their homes.
• Public safety and animal welfare are a priority. Animals that pose a safety threat will immediately and safely be admitted by the COUNTY, as will animals that are sick or injured.

29. Healthy Pet Zone: COUNTY aids the public in times of crisis on a case-by-case basis that includes access to veterinary care and temporary boarding. CITY must refer public to COUNTY for program assistance.

30. Individual Animal Licensing Services: Adult dogs four months of age and older are required by State law to have individual licenses. The CITY may request that the Department enforce licensing requirements in the CITY as described in ATTACHMENT A. The CITY may adopt the COUNTY’s fees for individual animal licenses or set its own fees as permitted in ATTACHMENT A.

License renewal notices are mailed or transmitted by the Department to the animal owner of record. The renewal and payment are received and processed on a feeper-license basis. A current license will be required before an animal will be released to a resident of the CITY. Fees from licenses collected will be credited to the CITY monthly in arrears.

The COUNTY’s animal licensing services include:
a. Issuing animal licenses for pets as requested by theCITY; b. Processing license applications, payments, and information changes; c. Issuing license renewal notices;
d. Assessing and collecting fees, penalties, and other financialremittances; e. Maintaining a database for animal licensing, records of calls for service, and actions taken; and
f. Maintaining the Rabies Vaccination Certificate tool database which scans rabies vaccination data reported by private veterinary clinics to identify unlicensed pets in our jurisdictions and generate compliance notices to pet owners.

31. Kennel and Cattery Licensing: The Department's Kennel and Cattery Licensing program provides staff to perform animal facility inspections and licensing to animal-related businesses or organizations that require a license under COUNTY Ordinance. Animal-related facilities are inspected annually to ensure the safety and well-being of the animals as well as the health and safety of the public.

The COUNTY retains kennel license fees to offset the cost of annual inspections and related 192 CLICK HERE to Return to Agenda

administrative costs. Staff time for licensing and inspections is not billed to the CITY. However, investigations in response to complaints about activities at a licensed location are conducted by Animal Control Officers based in the COUNTY’s animal shelters and are billed in accordance with ATTACHMENT B, City/County Service Rates.

This program includes:
a. Annual inspection of any premise used by an animal-related business or nonprofit organization, including grooming shops, pet shops, boarding facilities or breeding facilities, animal menageries, and all other places where animals are maintained for profit or business activities.
b. Follow-up inspections of animal facilities asnecessary. c. Collection of license fees to offset the cost of services;and d. Documentation and maintenance of records as necessary.

E. CONTRACT CITY REQUIRED SERVICES

1. Vaccination and Microchip Clinics: California Health and Safety Code Section 121690(f) states that every city and county, "shall provide dog vaccination clinics, or arrange for dog vaccination at clinics." The Department holds periodic low-cost rabies vaccination and microchip clinics at its animal care centers and in the unincorporated areas of the County. Pursuant to this agreement and ATTACHMENT A, CITY shall fund four (4) vaccination and microchip clinics, within the CITY’s jurisdiction, per FY. The following services will be provided by the COUNTY:
a. Providing or assisting in arranging for low-cost vaccinations and microchips; b. Staffing low-cost vaccination and microchip clinics with medical personnel and necessary support staff, subject to availability;
c. Licensing animals vaccinated at the clinic; and
d. Assisting jurisdictions in promoting these community-based clinics.

2. Spay/Neuter Clinics: Pursuant to this agreement and ATTACHMENT C, the CITY shall fund two (2) Spay/Neuter clinic(s), within the CITY’s jurisdiction, per FY.
a. To help fund these events the CITY may elect to contribute $5.00 per altered and unaltered dog license to the Spay/Neuter Trust. Participation in the Spay/Neuter Trust will allow the CITY to offer low-cost or free spay/neuter programs for the CITY’s residents who wish to have their pets spayed or neutered. The COUNTY staff will work with the shelter and mobile clinics to assist qualified residents in obtaining spay/neuter services.

F. Records
Upon reasonable notice, the COUNTY will make available to authorized representatives of the CITY, for examination, audit, excerpt, copy, or transcription, any pertinent transaction, activity, 193 CLICK HERE to Return to Agenda

or other record relating to the Agreement. The CITY must ensure such records are handled in a manner consistent with all applicable privacy laws and all laws related to the Public Records Act (Government Code sections 7920.000 et. seq.).

Upon request, the following standard reports are available to the CITY from the COUNTY monthly:
a. Dogs and/or Cats Impounded
b. Animals Returned to Owners
c. Dogs and/or Cats Abandoned
d. Special Admission Dog & Cat
e. Other Animals Impounded
f. Quarantined Dogs and/or Cats
g. Special Admission of Other Animals
h. Private Veterinarian (Outside Medical Expense)
i. Dead Animal Pick UpRequests
j. Types of Calls for Service
k. Location of Admission
In accordance with SECTION III, the COUNTY will provide up to 12 hours of staff time annually for producing special reports to the CITY at no cost. Additional staff time will be charged to the CITY at the current reimbursement rate for applicable staff time. 194 CLICK HERE to Return to Agenda

ATTACHMENT A
FISCAL YEAR 25/26-27/28 SERVICE REQUEST

FOR THE CITY OF LA QUINTA

1. Services
The level of animal care center service that the CITY requests and the COUNTY agrees to is (select the options below):
☒Field Services
☐ If CITY elects to provide CITY Animal Control Services, CITY shall agree to have CITY Animal Control Officers trained and implement the return in field program as described in EXHIBIT A – A.8 8. Return of Impounded Animals.

The CITY shall provide the tools necessary to perform these duties. COUNTY shall provide training to CITY personnel for this purpose. ☒Shelter Services
CITY’s Animal Services Field contact information:

Name: N/A
Telephone: N/A
Address: N/A
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2. Field Services
The level of field service that the CITY requests and the COUNTY agrees to:
(select one of the three options below):
a. Standard Service Plan
b. Extended Service Plan (check all applicable boxes below) c. Administrative Compliance (Post Hearing compliance checks) X Standard Service Plan
COUNTY provides service to the CITY five (5) days/week – Mon.-Fri. – Nine (9) hrs./day
7:30am-5:30pm
COUNTY provides after-hours emergency service.

Extended Service Plan
COUNTY provides service to the CITY five (5) days/week – Mon.-Fri. – Nine (9) hrs./day
7:30am-5:30pm
COUNTY provides after-hours emergency service.

Weekend days and holidays (please identify days and
hours):

Humane Investigations – as needed Included billed hourly.

Administrative Investigations – as needed
(Potentially dangerous/vicious Dogs)
Included billed hourly.

X Administrative Compliance (Post Hearing compliance checks) CITY’s Animal Services Field contact information:

Name: N/A
Telephone: N/A
Address: N/A
196 CLICK HERE to Return to Agenda

3. Animal Licensing
☒The CITY agrees to have the COUNTY provide individual animal licensing and has adopted the COUNTY fees outlined Riverside County Ordinance No, 630.
☒The CITY agrees to have the COUNTY provide individual animal licensing and has adopted the following license fees (please provide a copy of the applicable ordinance or resolution):

Dog Licenses 1-Year Fee 2-Year Fee 3-Year Fee
Altered Dog $17.00 $34.00 $49.00
Unaltered Dog $100.00 $200.00 $300.00
Senior Altered Dog $12.00 $24.00 $36.00
Cat Licenses (Voluntary) 1-Year Fee
Voluntary Cat
Current license fees adopted by the CITY on December 10, 2021 CITY’s Animal Licensing contact information:

Name: N/A
Telephone: N/A
Address: N/A
197 CLICK HERE to Return to Agenda

4. Outreach and Enforcement Services
Please make a selection for each of the options below:
i. Animal Facility Inspection and Licensing (Costs included in County costs - not billed)
☐The CITY requests that the COUNTY license animal-related facilities (including inspection) in the CITY.
☐No animal facility licensing services - the CITY will conduct its own licensing program for animal-related facilities. (Please provide contact information below.)
CITY’s Animal Facility contact information:

Name: N/A
Telephone: N/A
Address: N/A
A.Vaccination/Microchip/Licensing Clinic(s)
Based on the CITY’s population, the CITY, at the CITY’s expense, shall provide for a minimum of two (2) vaccination/microchip/Licensing clinic(s) per fiscal year. The CITY requests that the COUNTY provide or assist in arranging for clinics in the CITY, utilizing Department personnel at the applicable rate for staff time. ☒The above requirement for CITY to fund Vaccination/Microchip/Licensing Clinic(s) is acknowledged by the CITY
B.Spay/Neuter Clinic(s)
Based on the CITY’s population, the CITY, at the CITY’s expense, shall provide for a minimum of two (2) Spay/Neuter clinic(s) per fiscal year. The CITY requests that the COUNTY provide or assist in arranging clinics in the CITY, utilizing Department personnel at the applicable rate for staff time.
☒The requirement above to fund the number of Spay/Neuter Clinic(s) listed above is acknowledged by the CITY
☐CITY elects to participate in the Spay/Neuter Trust to allow residents access to low-cost spay/neuter services.
☒No participation in the Spay/Neuter Fund.
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5. Enforcement of COUNTY Ordinances
☒The CITY agrees to the adoption of Ordinance No. 630 - Regulating the keeping and control of dogs, cats, and other animals and providing for the control and suppression of rabies with no exceptions.
☒The CITY agrees to the adoption of Ordinance No. 630 - Regulating the keeping and control of dogs, cats, and other animals and providing for the control and suppression of rabies with the following pre-approved exception(s):
(please mark all that apply)
☒Ordinance No. 630 - SECTION 12. - Mandatory Spaying and Neutering. The CITY does not require the spay/neuter of:
☒Dogs
☒Cats
☒Ordinance No. 630 - SECTION 13. - Mandatory Microchipping.

The CITY does not require microchipping of:
☐Dogs
☐Cats
☒Ordinance No. 630 - SECTION 5. – Number of dogs and cats. The CITY allows for the following maximum number of animals per household:
4 Dogs
4 Cats
8 Total Dogs/Cats
☒Ordinance No. 878 - SECTION 5. – Noisy Animal Complaints. The CITY will conduct CITY noise complaints.

CITY’s Noise Complaint Contact Information:

Name: Code Compliance
Telephone: 760-777-7050
Address: 78495 Calle Tampico, La Quinta, Ca 92253
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6. List of City Municipal Codes
Please list individual municipal code sections requested to be enforced by the COUNTY. (Please ensure your municipal code contains adequate enforcement authority.)
City Code
Number City Code Section Title County Approved
County Not
Approved
Title 10 Animals

N/A N/A

N/A N/A

N/A N/A

N/A N/A
200 CLICK HERE to Return to Agenda

ATTACHMENT B

COUNTY OF RIVERSIDE DEPARTMENT OF ANIMAL SERVICES

CITY/COUNTY SERVICES RATES
A. Billing Period
These billing rates are effective from July 1, 2025, through June 30, 2028.

B. Billing Rates

Based on CITY’s needs and System Impact
Shelter Services:

FY 2025/2026
FY 2026/2027
FY 2027/2028
$104,701
$163,756
$203,126
Field Services:

FY 2025/2026
FY 2026/2027
FY 2027/2028
$293,960
$316,186
$331,996
Additional Administrative Services
Leadership Attendance at meetings in
excess of contract allowance

1. Director = $185.03/Hour

2. Assistant Director =
$153.72/Hour

3. Deputy Director =
$142.43/Hour
Production of reports in excess of contract
allowance
Analyst = TBD/Hour
Animal Control Officer in excess of contract
allowance – Investigations/court
appearances

1. Commander =
$109.26/Hour

2. Lieutenant = $76.53/Hour

3. Sergeant = $68.62/hour

4. Animal Control Officer =
$56.62/Hour
Spay/Neuter Trust
Spay/Neuter Trust $5.00 per animal License
201 CLICK HERE to Return to Agenda

ATTACHMENT C
Rates Methodology
Cities are financially responsible for the care of animals impounded within the City’s jurisdiction and the County is responsible for the care of animals impounded within the County’s jurisdiction. When a city contracts for services, it can save by sharing resources with the County and other contracted cities.

The existing County/City contract rates model is complex, and administrative staff, county and city, are required to invest a significant amount of time preparing, reviewing, discussing and justifying billing for each of the contract cities, monthly. The current methodology also does not allow the agencies to budget for the cost of shelter services provided since they are based on the incoming animals and length of stay. The unpredictability of these shelter costs can cause a burden on contracting cities, making it hard for them to budget and pay timely. This can also cause a burden on the County in collecting these revenues. It also does not incentivize the agencies to promote animal licensing, spay or neutering of the animals, adoptions or other revenue generating activities within their jurisdictions.

The County has gone away from a per animal methodology for shelter services and developed a “Piece of the Pie” billing methodology, where each city’s contribution is based on its proportional impact to the County shelter system. The impact is calculated using a variety of factors. By distributing costs based on actual usage and demand, this approach ensures fair allocation of expenses while promoting engagement and efficient resource management. Animal Control and Sheltering costs are generally driven by:

Field Services
a. Calls for service
b. Time to complete a service call
c. Staff
d. Administration
e. Support Services
f. Population
Shelter Services
a. Average Length of Stay
b. Number of Impounds
c. Staff
d. Program expenses
e. Administration
f. Support Services
g. Facilities
h. Population
To simplify the methodology these drivers were categorized into three (3) cost pools:
a. Shelter Costs to house and care for the animals;
b. Animal Control Field Services Costs (as applicable); and c. Split costs that were allocated between the two primary categories are based on either the ratio of the shelter category costs to field category costs or based on statistics provided by Animal Services for its call center. 202 CLICK HERE to Return to Agenda

1. SHELTER COSTS DISTRIBUTION
The costs of providing Shelter Services were determined by using three different allocation areas, based on the RCDAS FY 24/25. These allocation areas were weighted based on the impact to shelter resources:
a. Average Impound numbers (number of animals that come into the shelter for each city and the unincorporated areas of the County – Animals/month based on 30 months or the length of the contract if less than 30 months). (30% impact weight)
b. Average Length of stay (LOS) for animals per city and the unincorporated areas of the County – LOS/month based on 30 months or the length of the contract if less than 30 months.
(50% impact weight)
c. On the human population of a city.
(20% impact weight)
Within each of the allocations, spilt costs are included. The cities and the County were assigned a percentage of the cost based on their statistic or number and the ratio to the total.

2. FIELD SERVICES DISTRIBUTION
The costs of providing field services were allocated based on the minimum number of officers required – Officer + Vehicle
a. Total field service costs are divided by the total number of officers to find the annual cost per unit.
b. Overtime, overtime holiday, and vehicle lease are excluded from the total field services costs for cities.
c. Vehicle charges are added per officer vehicle, field leadership vehicle and licensing vehicle.

Only those cities who opt for Animal Control Officer Services will be allocated their piece of the costs. Within each of the allocations, spilt costs are included. 203 CLICK HERE to Return to Agenda

3. SPLIT SERVICES DISTRIBUTION
These costs consist of Administration, Facilities, and Support, each uniquely supporting either shelter or field operations and were split between Shelter and Field based on the ratio of the budgeted amounts identified as either shelter or field.

By using the piece of pie methodology, with the three different allocation areas, and then weighted based on a city’s impact to shelter resources, cities will be charged for their proportion of the total County animal shelter costs incurred during the fiscal year as illustrated below.

EXAMPLE:

Hypothetical animal sheltering services budget to distribute: $20,000,000 Total Average Impounds weighted @ 30% of costs = $6,000,000 Total Average Kenneling Days weighted @ 50% of total costs = $10,000,000 Total Population weighted @ 20% of costs = $4,000,000
City A has 2.9% of the average total impounds/yr.

City A has 2.5% of the average of Kenneling days/yr.

City A has a population that is 7% of the total served pop. (County + all contract Cities) City A: (0.029 * $6,000,000) + (0.025 * $10,000,000) + (0.070 * $4,000,000) = $704,000 City A’s future FY cost = $704,000
Paymentsof $176,000 made quarterlywhichwill bereducedbyany licensing revenue For the contract term. City A’s animal shelter budget shall follow the following three (3) year 4% fixed-rate schedule:
$704,000.00 for fiscal year 2025-2026 (contract year 1) $732,160.00 for fiscal year 2026-2027 (contract year 2) $761,446.40 for fiscal year 2027-2028 (contract year 3)

4. OTHER CONSIDERATIONS
A. Medical Costs
Medical costs (excluding spay/neuter surgeries) provided by the County’s medical staff are included in shelter costs to establish each city and the County’s rate for sheltering and are not billed separately or in addition to that rate. The County reserves the right to send any animal to a private veterinary facility for examination, 204 CLICK HERE to Return to Agenda
treatment, and/or hospitalization as the County deems necessary in its sole and absolute discretion. All expenses incurred by the County for outside medical services, for animals from a City, will be billed to the City.

B. Billing for “Legal Hold” and Other Shelter Services:

Because the Piece of the Pie Methodology is based on average intakes, Dogs and cats that are housed for a “legal hold” and other shelter services are not billed separately. The length of stay data (from intake to disposition) for each animal will be collected for future contract negotiation purposes and can be available to a city, upon request. Legal hold animals are held in accordance with applicable statutory guidelines, and/or at the sole and absolute discretion of the County based on pending or anticipated criminal, civil, or administrative action.

C. Capital Improvements
Each year this contract is in effect, the County may submit to the contracted cities during the regular budget process a request for any needed capital improvements to the Shelter. Any such request shall include a description of the requested improvements and an estimate of their cost. Contracted cities shall give good faith consideration to each request; however, it is understood that capital improvements are subject to overall city budgetary priorities and funds availability, and a city shall in no event be obligated to contribute to such capital improvements. If an emergency arises relating to Shelter maintenance during the term of this contract, the County shall advise the contracted cities within fortyeight (48) hours so that the cities may decide whether to take appropriate action.

D. Level of Field Service
a. Level of Service Specified. The County shall provide all enforcement services at the minimum level based on an average number of calls to that city.
b. Variation in Level of Service. Variations in the level of service shall be made by amendment as provided for in Section XI of this Agreement, and under the following terms.
i. If City requests an increase in the level of service to be provided under this Agreement, County agrees to provide such increased level of Service as soon as practicable.
ii. The level of service, however, may not be reduced to below the minimum level, as determined by County, required to ensure public and officer safety.
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E. Cost Offsets
A contracted city will receive credit from the County for all applicable redemption fees collected from or on behalf of the owner of an animal that is claimed from the custody of the Department, up to the maximum amount billed to the city for that animal. The Department reserves the right to waive fees when appropriate in the Department's sole and absolute discretion.

A city will not receive any credit for adoption fees (whether paid by an individual or an organization).

F. Revenues
Revenues are applied to reduce the costs for shelter and field services. 206 CLICK HERE to Return to Agenda
DAS Proposed City Contract Rates
ATTACHMENT 2
207 CLICK HERE to Return to Agenda
Shelter Contract Rates
• Contract Rates Background
• County analyzed two cost recovery options:
 Option A - Cities and County Full Share Total Shelter Costs – Piece of Pie Method  Option B – Baseline Costs for County Operations Removed from the Total Shelter Costs, Remaining Costs Distributed Between Contract Cities – Piece of Pie Method 1 208 CLICK HERE to Return to Agenda
Current City Shelter Contract Rates
• 16 Contract Cities - Blythe, Calimesa, Cathedral City, Coachella, Desert Hot Springs, Eastvale, Hemet, Indian Wells, Indio, Jurupa Valley, La Quinta, Palm Desert, Perris, Rancho Mirage, Riverside & San Jacinto (until FY24/25 SB Cities were included).
• In 2019 the Board of Supervisors directed RCDAS to review current contract rates and adjust contract rates accordingly.
• FY19/20 Rates increased:
* Charging for dead animal pickup/disposal & wildlife
FY20/21 Rates increased:
* Year one of three yr. increases – $20/day Kenneling day charges FY21/22 Rates increased:
* Year two of three yr. increases – $31.60/day Kenneling day charges FY22/23 Rates increased:
• Year three of three yr. increases – $34.10/day Kenneling day charges FY23/24 Rates not increased
FY24/25 Rates increased:
* SB contracts ended, Carry over charges for animals began being collected & 5% field increase applied 2 209 CLICK HERE to Return to Agenda
Current City Contract Rates
• Currently,16 Cities contract with the County for Sheltering Services, while 10 Cities also contract for Field Services.
• Sheltering costs are driven by: Field Services costs are driven by:
• Average Length of Stay
• Number of Impounds
• Population
• Staff required
• Program expenses
• Administration
• Support Services
• Facilities
• Call volume
• Time required to complete a service call
• Staff required to serve the call volume
• Administration
• Support Services
• Population
3 210 CLICK HERE to Return to Agenda
Background – Current City Contract Rates
• Current Field service allocation allows for:
• A fair an equitable allocation methodology, given the direct nexus to the service of an officer. • Increase 5% for Labor Costs (FY25/26).
• Current Sheltering contract allocation is unpredictable and varies:
• Is billed per kenneling day depending on the animal type and separately accounting for Operations and Maintenance and utilities.
• Causes an administrative burden on City and County Staff. Reconciliation required each month, making it difficult to budget and pay timely.
• Does not allow appropriate cost recovery.
• Focuses on Boarding – But DAS must also enhance life saving programs. 4 211 CLICK HERE to Return to Agenda
Needs for DAS to Increase Live Outcomes
To Continue to Improve Live Outcomes The System Requires Enhanced Life Saving Programs:

1. An increase to Animal Care Staff

2. Enhanced Adoption and Foster Teams

3. Intake to Placement Program Support

4. Media/Marketing Team Expansion
 To realize the above the Department is seeking an increase of 38 positions = $4,565,425 for the additional staff
Intake to Placement Program
1 Animal Services Manager
4 Senior Animal Services Counselors
4 Animal Services Counselors
Media Team Expansion
1 Public Information/Media Specialist
1 Administrative Services Analyst
Animal Care staffing
3 Supervising Animal Services Counselors
9 Animal Services Counselors
1 Administrative Services Analyst
Enhance Foster/Adoption Teams
3 Supervising Animal Services Counselors
10 Animal Services Counselors
1 Administrative Services Analyst
5 212 CLICK HERE to Return to Agenda
Key Observations – Historic City Contract Revenue
*Average Impounds and Revenues exclude SB Cites (no longer under contract) 6 Average Funding - 2.5 years*
16 Contract Cities

28.08%

71.92%
*Unincorporated
County
$13,939,286
*Contract Cities
Combined
$5,441,446
Unincorporated
County
7,109
Contract Cities
Combined
16,992
Average Annual Impounds Over

2.5 years*

29.50%

70.50%
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Piece of Pie Methodology (MGT)
The cities and the county were then assigned an allocation percentage of the cost based on their statistic or number and the ratio to the total number.

Total Distributed Costs allocations are determined by weighted impacts:

Average
Length of Stay
(LOS)
Average
Impounds
Human
Population
Weighted Impacts
50%
30%
20%
Given the cost impacts &
challenges with Length of Stay:

A 50% allocation was used
7 214 CLICK HERE to Return to Agenda
* Does not include San Bernardino Cities
Option A – Full Cost Sharing Allocation 38 Positions Added * 33,838 Total (31,470 Dogs & Cats)
8 Full Cost Sharing Allocation FY25/26
Unincorporated
County

45.94%

54.06%
Contract Cities
Combined
Total Impounds* - 2024

30.46%

69.54%
Contract Cities
Combined
23,530
Unincorporated
County
10,308
215 CLICK HERE to Return to Agenda
Option A – Full Cost Sharing Allocation - 38 Staff Added Agencies
FY 24/25
Projected
Budget
FY 25/26
Shelter Costs Difference
%
Increase/Decrease -
FY25/26 vs.

FY24/25 Projected
Unincorporated, none contract,
and former contracts included $15,812,966 $12,911,070 -$2,901,896 -18% Blythe $147,581 $344,831 $197,250 134%
Calimesa $19,826 $60,740 $40,914 206%
Cathedral City $285,594 $548,572 $262,978 92%
Coachella $317,474 $560,668 $243,194 77%
Desert Hot Springs $7,210 $142,011 $134,801 1870%
Eastvale $135,319 $440,785 $305,466 226%
Hemet $895,099 $1,358,808 $463,709 52%
Indian Wells $3,159 $24,974 $21,815 691%
Indio $399,998 $913,193 $513,195 128%
Jurupa Valley $1,402,616 $2,282,795 $880,179 63%
La Quinta $85,016 $263,972 $178,956 210%
Palm Desert $186,286 $330,874 $144,588 78%
Perris $724,596 $1,331,067 $606,471 84%
Rancho Mirage $36,624 $144,297 $107,673 294%
Riverside $2,177,360 $5,188,702 $3,011,342 138%
San Jacinto $655,468 $1,254,893 $599,425 91%
City Contracts Total $7,479,226 $15,191,182 $7,711,956 103% Total Shelter Expenses $23,292,192 $28,102,252
Shelter Distribution - Full Costs Sharing With County & Needed 38 staff 9 216 CLICK HERE to Return to Agenda
Option B - County Baseline Model

1. There is cost to operate the County’s shelters to support unincorporated areas even if the Cities chose not to contract with the County;

2. Life Saving Programs to would still be needed:

3. Animal kenneling days may even increase, due to reduced adoption pool;

4. Remove baseline costs (those costs that the County would have to pay to meet its obligation to the unincorporated areas).
• Implementing Option A - full cost sharing approach may not be the reasonable option for our city partners, as the rates are substantially higher with a cost sharing model.
• Accounting County Baseline Shelter Costs, a hybrid rate methodology, Option B, will be recommended to the Board of Supervisors as:
10 217 CLICK HERE to Return to Agenda
Option B - County Baseline Allocation with 38 Staff Added Unincorporated
County
10,308
Contract cities
Combined
23,530
Total Impounds* – 2024

30.46%

69.54%
* Does not include San Bernardino Cities
* 33,838 Total (31,470 Dogs & Cats)
11 County Baseline Allocation Option B
County Cities
Combined

44.82%
Unincorporated
County

55.18%
Staff will be recommending option B to the Board of Supervisors 218 CLICK HERE to Return to Agenda
Recommended Option B - Cost Sharing County Baseline Allocation - 38 Staff Added Agencies
FY 24/25
Projected
Budget
FY 25/26
Shelter Costs Difference
%
Increase/Decrease -
FY25/26 vs.

FY24/25 Projected
Unincorporated, none contract,
and former contracts included $15,812,966 $15,505,884 -$307,082 -2% Blythe $147,581 $285,983 $138,402 94%
Calimesa $19,826 $45,741 $25,915 131%
Cathedral City $285,594 $452,190 $166,596 58%
Coachella $317,474 $474,700 $157,226 50%
Desert Hot Springs $7,210 $108,654 $101,444 1407%
Eastvale $135,319 $342,600 $207,281 153%
Hemet $895,099 $1,100,295 $205,196 23%
Indian Wells $3,159 $18,683 $15,524 491%
Indio $399,998 $751,839 $351,841 88%
Jurupa Valley $1,402,616 $1,874,662 $472,046 34%
La Quinta $85,016 $203,126 $118,110 139%
Palm Desert $186,286 $256,652 $70,366 38%
Perris $724,596 $1,114,579 $389,983 54%
Rancho Mirage $36,624 $120,374 $83,750 229%
Riverside $2,177,360 $4,410,879 $2,233,519 103%
San Jacinto $655,468 $1,035,411 $379,943 58%
City Contracts Total $7,479,226 $12,596,368 $5,117,142 68% Total Shelter Expenses $23,292,192 $28,102,252
Shelter Distribution - County Baseline Option With 38 Needed Additional Staff 12 219 CLICK HERE to Return to Agenda
Implementation Approach
13 • Field Labor Rates to be increased 5% for FY25/26, FY26/27 & FY 27/28 • Shelter Rate Increases to be distributed over a three-year phase-in period. • Shelter Increases would begin January 1st, 2026 – Budget FY25/26 for ½ yr. • Updated Contracts/Facilitation Include:
 Payments to County made Quarterly.
 Reconciliation annually, Based on each city’s LOS/Impounds/Population allocation  Cities will be asked provide Spay/Neuter Clinic(s) in their City  Opt-in to a Spay/Neuter Trust to fund clinic(s)
 Cities will be asked to provide Vaccination/Microchip/Licensing Clinic(s) in their City 220 CLICK HERE to Return to Agenda
Thank you
221 CLICK HERE to Return to Agenda
Category
Current
Charges
Annual
Adjustment
7/1/25
thru
12/31/25
1/1/26
thru
6/30/26
7/1/25
thru
6/30/26
Percentage
Increase*
7/1/26
thru
6/30/27
Percentage
Increase*
7/1/27
thru
6/30/28
Percentage
Increase
Shelter 85,016 39,370 42,508 62,193 104,701 23.15% 163,756 92.62% 203,126 138.93% Field 286,790 0 143,395 150,565 293,960 2.50% 316,186 10.25% 331,996 15.76% Total Charges 371,806 39,370 185,903 212,758 398,661 7.22% 479,942.42 29.08% 535,121.74 43.92% NOTES:

Annual adjustment will only be charged for the last 6 months of FY 25/26, a 50% reduction in FY 25/26 increase.

First six months of FY 25/26 will be based on current new rates methodology.

Last two years increase is based on full charge from FY25/26 new rates methodology City currently contracts for 1 Animal Control Officer
Any Overtime for ACO's will be charged at 1.5 per hourly charges. * Percentage Increase is in reference to Current Charges.

City of La Quinta
3 year Rate sheet
Sheltering charges to increase by 138.93% at end of three-year period Year One Rates Year Two Year Three
ATTACHMENT 3
222 CLICK HERE to Return to Agenda
City of La Quinta
CITY COUNCIL MEETING: August 5, 2025

STAFF REPORT
AGENDA TITLE: APPROVE AMENDMENT NO. 1 TO AGREEMENT FOR CONTRACT SERVICES WITH RINCON CONSULTANTS, INC. FOR GEOGRAPHIC INFORMATION

SYSTEM TECHNICAL SUPPORT SERVICES

RECOMMENDATION
Approve Amendment No. 1 to the Agreement for Contract Services with Rincon Consultants, Inc. for additional Geographic Information System Technical Support Services; and authorize the City Manager to execute the amendment.

EXECUTIVE SUMMARY
• On October 18, 2022, following the competitive Request for Proposals (RFP) procurement process, Council approved a five-year agreement with Rincon Consultants, Inc. (Rincon) for Geographic Information Systems (GIS) technical support services with a not-to-exceed amount of $285,000. • Since then, staff hasexpanded GIS services across most City departments beyond the original contract scope, creating a need for additional funds to maintain services through the contract’s expiration on June 30, 2027. • Amendment No. 1 (Attachment 1) proposes to increase compensation by $100,000, for a total not to exceed $385,000 for additional GIS services including OpenGov implementation, Tyler Enterprise Permitting & Licensing maintenance, Public Safety GIS services, and general GIS support.

FISCAL IMPACT
Proposed Amendment No. 1, if approved, provides an increase of $100,000, amending the total compensation from not to exceed $285,000 to $385,000. Funds are available and budgeted in Account No. 502-0000-60301(Software Licenses), $83,360 rendered for the continuation of GIS services and $16,640 allocated towards contingency funding.

BACKGROUND/ANALYSIS
On October 18, 2022, Council approved a five-year agreement with Rincon to implement Tyler’s EnerGov Enterprise Permitting & Licensing (EPL) system and expand GIS capabilities, for a total not to exceed of $285,000. The contract provided an initial BUSINESS SESSION ITEM NO. 2
223 CLICK HERE to Return to Agenda
implementation allocation of $100,000, annual maintenance funding of $30,000, and a $7,000 annual contingency through June 30, 2027.

Since execution, GIS services have expanded greatly at the City, supporting both internal and external work efforts. The following is a summary of successful GIS projects implemented by the Rincon team:

Feature Area Purpose Service
Zoning & Land Use Official Zoning Map Parcel-level & overlay search Permitting/Development HUB Online Portal Real-time permits, plans, licenses
Community Planning Sphere of Influence Expansion & annexation scenario
Tourism/Recreation Digital Parks & Trails Map exploration, wayfinding Parcel/Property Data All parcel data for all
departments
Assessor, recorded maps,
layers
As the success of these projects continues, a demand for growth to improve internally facing and externally facing GIS opportunities, resulting in the proposed Amendment. The defined projects include:
• OpenGov Implementation (Public Works asset management: transportation, walkability, signals, parks, facilities, stormwater, fleet) • Tyler EPL Parcel & Addressing maintenance (coordination with Riverside County GIS)
• Public Safety GIS (emergency planning exhibits, web apps, code-enforcement parcel layer maintenance)
• Additional GIS support (exhibits, web applications, data maintenance, project coordination and training)
If approved, the proposed amendment adds $83,360 for these expanded tasks and a contingency of $16,640 to replenish the previously used amount and ensure uninterrupted service through the contract’s remaining term. Rincon’s proven performance and established relationships across City Hall’s staff supports this recommendation.

ALTERNATIVES
Council may elect not to approve this Amendment, or recommend a reduced amount, though based on the success of the implementation for projects thus far, and the critical support as cyber infrastructure for City departments, Staff does not recommend this.

Prepared by: Doug Kinley III, Senior Management Analyst Approved by: Gilbert Villalpando, Director of Business Unit & Housing Development Attachment: Amendment No. 1 to Agreement with Rincon Consultants, Inc. 224 CLICK HERE to Return to Agenda
AMENDMENT NO. 1 TO AGREEMENT FOR CONTRACT SERVICES
WITH RINCON CONSULTANTS, INC.

This Amendment No. 1 (“Amendment 1”) to Agreement for Contract Services ("Agreement”) is made and entered into as of the 6th day of August, 2025, ("Effective Date") by and between the CITY OF LA QUINTA ("City"), a California municipal corporation and charter city, and Rincon Consultants, Inc., a California Corporation “Contracting Party”).

RECITALS
WHEREAS, on or aboutNovember 1, 2022, the City and Contracting Party entered into an five-year Agreement to provide Geographic Information System (GIS) Technical Support Services, for a total not to exceed amount of $285,000; the Agreement expires June 30, 2027 (“Initial Term”); and
WHEREAS, City and Contracting Party mutually agree to amend Section 1.1 Scope of Services and related Exhibit A of the Agreement to include additional professional services related to GIS support services for all City departments, and contingency planning for operational needs; and
WHEREAS, City and Contracting Party mutually agree to amend Section 2.1 Contract Sum and related Exhibit B of the Agreement to increase the total not to exceed compensation amount from $285,000 to $385,000 for the additional services listed above for the Agreement Term.

NOW THEREFORE, in consideration of the mutual covenant herein contained, the parties agree as follows:

AMENDMENT
In consideration of the foregoing Recitals and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

1. Section 1.1 Scope of Services is amended to read as follows:

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contracting Party shall provide those services related to Geographic Information System (GIS) Technical Support Services, and additional professional services related to City projects as specified in the “Scope of Services” attached hereto as “Exhibit A” and incorporated herein by this reference (the “Services”). Contracting Party represent 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.

ATTACHMENT 1
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2. “Exhibit A” – Scope of Services is amended to include the additional services detailed in Exhibit A, attached to this Amendment No. 1, and incorporated herein by this reference.

3. Section 2.1 is amended to read as follows:

2.1 Contract Sum. For the services rendered pursuant to this Agreement, Contracting Party shall be compensated in accordance with the following revised “Exhibit B” (the “Schedule of Compensation”) in a total amount not to exceed Three Hundred Eighty-Five Thousand Dollars ($385,000) for the life of the Agreement, encompassing the Initial and any Extended terms (the “Contract Sum”), except as provided in Section 1.7.

4. “Exhibit B” – Schedule of Compensation is amended as listed in “Exhibit B,” attached hereto and incorporated herein by this reference.

In all other respects, the original Agreement shall remain in effect.

IN WITNESS WHEREOF, the City and Contracting Party have executed this Amendment No. 1 to the Agreement on the respective dates set forth below.

CITY OF LA QUINTA RINCON CONSULTANTS, INC.
a California municipal corporation a California Corporation ____ _______________________
JON McMILLEN, City Manager Signing Authority
City of La Quinta, California
_______________________
Print Name Here
Dated:___________________ 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
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Exhibit A
Scope of Services
Exhibit A incorporated in the Agreement remains in full force and effect.

Contracting Party is to provide additional professional services related to GIS Technical Support including but not limited to:
a) OpenGov Implementation
b) Tyler Enterprise Permitting & Licensing Parcel and Address Maintenance c) Public Safety GIS
d) Additional GIS Support
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Exhibit B
Schedule of Compensation
With the exception of compensation forAdditional Services, provided for in Section

2.3 of this Agreement, the maximum total compensation to be paid to Contracting Party under this Agreement during the life of the contract is Three Hundred Eighty-Five Thousand Dollars ($385,000) (“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 originally attached for the work tasks performed and properly invoiced by Contracting Party in conformance with Section

2.2 of the Original Agreement.
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City of La Quinta
CITY COUNCIL MEETING: August 5, 2025

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

GROUP, INC FOR AUTOMATIC LICENSE PLATE READER SYSTEM WITHIN LA QUINTA’S BOUNDARIES; AND AUTHORIZE RIVERSIDE COUNTY SHERIFF’S DEPARTMENT AS THE SYSTEM’S ADMINISTRATOR AND AUTHORIZED USER

RECOMMENDATION
Approve Agreement for Contract Services with Flock Group, Inc., for automatic license plate reader system within La Quinta’s boundaries; authorize Riverside County Sheriff’s Office as the system’s administrator and authorized user; and authorize the City Manager to execute the agreement, substantially in the form attached, and make any revisions necessary to conform with standard City contract provisions.

EXECUTIVE SUMMARY
• On April 3, 2023, Council approved installation and operation of the Flock Automatic License Reader System (ALPR) during a public hearing. • ALPR technology has improved Riverside County Sheriff’s Office (RCSO) efficiency in identifying vehicles of interest. The system serves as a crime-fighting tool utilized by law enforcement agencies nationwide (Attachment 2). • RCSO is the sole administrator and authorized user of the ALPR system in compliance with Civic Code Sections 1798.29 and 1798.82, amended in 2015, establishing requirements to secure data use, prevent misuse, and ensure public transparency.

FISCAL IMPACT
The Flock Safety Falcon ALPR system is provided under a subscription model at a flat annual fee of $3,000 per camera which is a 20% increase from previous years. Included in the cost are the camera hardware, hardware maintenance, ALPR software, software updates, 30 days unlimited data storage, LTE connectivity (wireless transmission), solar panels, poles, mounting equipment and monitoring.

The cost for leasing 69 Flock ALPR system cameras, including the equipment and software, is $207,000 per year ($17,250 base monthly rate) for a total amount not to exceed $414,000 for a 24-month lease from May 2025 to May 2027 (Attachment 1).

Funds in the amount of the contract are available in the fiscal year 2025/26 Police Budget account 101-2001-60692 for Public Safety Camera Maintenance.

BUSINESS SESSION ITEM NO. 3
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BACKGROUND/ANALYSIS
In 2020, RCSO implemented the Flock ALPR system across unincorporated county areas, and since then, Flock has become their sole source vendor for the Flock Safety ALPR cameras system. Flock Safety is the only fully integrated ALPR one-stop solution which includes hardware, software, installation, and maintenance of the system. Flock Safety is also the sole provider of the patented “Vehicle Fingerprint” Technology, which allows the system to identify vehicles using license plates and unique features like color and make, without using facial recognition or collecting personal information. Data is securely stored in the AWS Government Cloud and automatically deleted after 30 days.

The system only captures photos (no live feed), ensuring privacy and non-surveillance.

On March 7, 2023, staff presented a study session to the Council detailing the features, benefits, and privacy safeguards of the Flock ALPR System. Following comprehensive discussions with RCSO and public input, Council approved installation and operation of the ALPR system during a public hearing held on April 3, 2023.

Given the increased use of ALPR, in 2015 California passed Senate Bill 34 (SB 34) (Stats. 2015, CH. 532, Hill), amending Civil Code Sections 1798.29 and 1798.82, establishing strict regulations to protect and secure the data collected through ALPR (Attachment 3).

These regulations include requiring public approval before a system is installed, establishment of strict security measures, and privacy policies for ALPR systems, and users. RCSO manages all Flock cameras in unincorporated areas and contract cities, including La Quinta, where only RCSO staff have system access. RCSO enforces a strict ALPR policy limiting data use to law enforcement purposes, prohibits data sharing or sale, and mandates four hours of staff training before system access. As an ALPR administrator and per SB 34, RCSO has established an ALPR Policy which is posted on the RCSO’s website as "Policy 412" within the RCSO Standards Manual (DSM), (Attachment 4). Per RCSO’s policy, ALPR data may only be used for official law enforcement purposes, and cannot be shared, transferred, or sold for any other use.

ALTERNATIVES
Staff does not recommend an alternative.

Prepared by: Lisa Chastain, Public Safety Management Analyst Approved by: Martha Mendez, Public Safety Deputy Director Attachments: 1. Agreement for Flock Safety ALPR Services

2. RCSO Flock Safety ALPR Recommendation

3. Senate Bill 34 – ALPR system: Use of Data

4. RCSO Automated License Plate Reader Policy - Policy 412. 230 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 Flock Group, Inc. with a place of business at 1170 Howell Mill Rd NW Suite 210, Atlanta, GA 30318 (“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 Flock’s Automated License Reader services, including software and hardware, as specified in the “Scope of Services” attached hereto as “Exhibit A” and incorporated herein by this reference (the “Services”). Notwithstanding any provisions in Exhibit A to the contrary, the terms and conditions in this Agreement excluding Exhibit A shall supersede, govern, and control in the event that there are any inconsistencies or direct or indirect conflicting provisions in Exhibit A, it being expressly understood and agreed by the Parties that Contracting Party has requested that it’s form agreement be attached to this Agreement as Exhibit A.

Contracting Party represents and warrants that Contracting Party is a provider of firstclass 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 ATTACHMENT 1
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hereunder. Contracting Party shall be responsible for all subcontractors’ compliance with this Section.

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, 232
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restitution, quantum meruit, or the like, for Additional Services provided without the appropriate authorization from the Contract Officer, or assigned designee.

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 Four Hundred and Fourteen Thousand Dollars ($414,000), during the term of the agreement (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.
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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 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 15, 2025 and terminate on June 30, 2027 (“Initial Term”). This Agreement may be extended for one (1) additional year(s) upon mutual agreement by both parties (“Extended Term”), 234
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and executed in writing. The Initial Term and, if applicable the Extended Term, are defined to be the “Term” of the Agreement.

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) Flock Group Inc.
1170 Howell
Mill Road NW, Ste 210
Alanta, GA 30318
ATTN: Legal
(b) City of La Quinta
78495 Calle Tampico
La Quinta, Ca 92253
ATTN: Public Safety Deputy Director
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 Martha Mendez, Public Safety 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, 235
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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.

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.
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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 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 City along with all required endorsements. Certificate of Insurance and endorsements must be approved by City’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 237
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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 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.
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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 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 239
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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 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.
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8.7 Omitted.

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. 241
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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:
78495 Calle Tampico
La Quinta, California 92253
To Contracting Party:

FLOCK GROUP INC.

ATTN: Legal
1170 Howell
Mill Road NW, Ste 210
Atlanta, GA 30318

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.
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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.

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]
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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:

CONTRACTING PARTY:

By:

Name:

Title:

ATTEST:

MONIKA RADEVA, City Clerk
City of La Quinta, California
By:

Name:

Title:

APPROVED AS TO FORM:

WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
244
Exhibit A

Exhibit A
Scope of Services
Master Services Agreement (“MSA”)
This Master Services Agreement (this “MSA”) is entered into by and between Flock Group Inc. with a place of business at 1170 Howell Mill Road NW Suite 210, Atlanta, GA 30318 (“Flock”) and the City of La Quinta and identified herein as the “Customer” (each a “Party,” and together, the “Parties”). This MSA is effective (the “Effective Date”) on the date of commencement of the Initial Term as set forth in Section 3.4 of the AGREEMENT FOR CONTRACT SERVICES (“Contract Services Agreement”), to which this MSA is attached as Exhibit A. Parties will sign an Order Form (“Order Form”) which will describe the Flock Services to be performed and the period for performance, attached hereto as part of this Exhibit A.

RECITALS
WHEREAS, Flock offers a software and hardware situational awareness solution for automatic license plates, video and audio detection through Flock’s technology platform (the “Flock Services”), and upon detection, the Flock Services are capable of capturing audio, video, image, and recording data and can provide notifications to Customer upon the instructions of Authorized End User(s) (as defined below) (“Notifications”); WHEREAS, Customer desires access to the Flock Services (defined below) on existing devices, provided by Customer, or Flock provided Flock Hardware (as defined below) in order to create, view, search and archive Footage and receive Notifications (where there is an investigative or bona fide lawful purpose), via the Flock Services; and WHEREAS, as described in the definition of Retention Period and this MSA, Flock deletes all Footage on a rolling thirty (30) day basis, and Customer is responsible for extracting, downloading and archiving Footage from the Flock System on its own storage devices for auditing for prosecutorial/administrative purposes; and
245
Exhibit A

NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Parties agree as follows:

1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or crossreferenced in this Section 1.

1.1 “Agreement” means the Contract Services Agreement, and “MSA” means (a) this Master Services Agreement (attached as Exhibit A to the Contract Services Agreement), (b) the order form to be provided (and also attached as part of this Exhibit A) (“Order Form”), and (c) any document incorporated by reference in section 11.4 that is not inconsistent with the Contract Services Agreement.

1.2 “Anonymized Data” means Customer Data permanently stripped of identifying details and any potential personally identifiable information, by commercially available standards which irreversibly alters data in such a way that a data subject (i.e., individual person or entity) can no longer be identified directly or indirectly.

1.3 “Authorized End User(s)” means any individual employees, agents, or contractors of Customer accessing or using the Services, under the rights granted to Customer pursuant to this MSA.

1.4 “Customer Data” means the data, media, and content provided by Customer through the Services. For the avoidance of doubt, the Customer Data will include the Footage.

1.5. “Customer Hardware” means the third-party camera owned or provided by Customer and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Services.

1.6 “Effective Date” has the meaning in the Preamble to this MSA (above).

1.7 “Embedded Software” means the Flock proprietary software and/or firmware integrated with or installed on the Flock Hardware or Customer Hardware.

1.8 “Flock Hardware” means the Flock device(s), which may include the pole, clamps, solar panel, installation components, and any other physical elements that interact with the Embedded 246
Exhibit A

Software and the Web Interface, to provide the Flock Services as specifically set forth in the applicable Order Form.

1.9 “Flock IP” means the Services, the Embedded Software, and any intellectual property or proprietary information therein or otherwise provided to Customer and/or its Authorized End Users. Flock IP does not include Footage (as defined below).

1.10 “Flock Services” or “Services” means the provision of Flock’s software and hardware situational awareness solution, via the Web Interface, for automatic license plate detection, alerts, audio detection, searching image records, video and sharing Footage.

1.11 “Footage” means still images, video, audio, and other data captured by the Flock Hardware or Customer Hardware in the course of and provided via the Flock Services.

1.12 “Integration Data” means any distribution of data from a Customer requested third party integration.

1.13“Installation Services” means the services provided by Flock for installation of Flock Services.

1.13.5 “MSA” has the meaning in Section 1.1 above.

1.14 “Permitted Purpose” means for legitimate public safety and/or business purpose, including but not limited to the awareness, prevention, and prosecution of crime; investigations; and prevention of commercial harm, to the extent permitted by law.

1.15 “Retention Period” means the time period that the Customer Data is stored within the cloud storage, as specified in the applicable Order Form. Flock deletes all Footage on a rolling thirty (30) day basis, except as otherwise stated on the Order Form. Customer shall be responsible for extracting, downloading and archiving Footage from the Flock Services on its own storage devices.

1.16 “Term” means the date, unless otherwise stated in the Order Form, upon which the cameras are validated by both Parties as operational.

1.17 “Web Interface” means the website(s) or application(s) through which Customer and its Authorized End Users can access the Services.

2. SERVICES AND SUPPORT

2.1 Provision of Access. Flock hereby grants to Customer a non-exclusive, non-transferable right to access the features and functions of the Flock Services via the Web Interface during the Term, solely for the Authorized End Users. The Footage will be available for Authorized End Users to 247
Exhibit A

access and download via the Web Interface for the Retention Period. Authorized End Users will be required to sign up for an account and select a password and username (“User ID”). Subject to the provisions in the next paragraph of this Section 2.1, Customer shall be responsible for all acts and omissions of Authorized End Users. Customer shall undertake reasonable efforts to make all Authorized End Users aware of all applicable provisions of this MSA and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Flock Services, (such as using a third party to host the Web Interface for cloud storage or a cell phone provider for wireless cellular coverage) which makes the Services available to Customer and Authorized End Users.

In clarification of the preceding paragraph, Customer contracts for specified law enforcement, public safety, and peace officer services with the Riverside County Sheriff’s Office (“Sheriff’s Office”), which is under the jurisdiction of the County of Riverside (“Riverside County”), a political subdivision of the State of California. Pursuant to Section 2.1 of that certain Agreement for Law Enforcement Services, effective July 1, 2025 through June 30, 2027 (“Law Enforcement Agreement”), the Sheriff’s Office is the exclusive provider of specified law enforcement, public safety, and peace officer services within the Customer’s territorial boundary, and pursuant to Section 6.1 of the Law Enforcement Agreement, all persons employed by the Sheriff’s Office are Riverside County employees. As such, and notwithstanding any provisions in the preceding paragraph to the contrary, any act or omission by an Authorized End User who is employed in the Sheriff’s Office, which would constitute a breach of this MSA, shall be deemed a breach of this MSA by the Sheriff’s Office and Riverside County pursuant to the Riverside County indemnification obligation to Customer under Section 8.2 of the Law Enforcement Agreement. Customer acknowledges and agrees that any enforcement of Riverside County’s indemnification obligation under the Law Enforcement Agreement shall be the sole obligation of Customer.

2.2 Embedded Software License. Flock grants Customer a limited, non-exclusive, nontransferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as it pertains to Flock Services, solely as necessary for Customer to use the Flock Services.

2.3 Support Services. Flock shall monitor the Flock Services, and any applicable device health, in order to improve performance and functionality. Flock will use commercially reasonable efforts 248
Exhibit A

to respond to requests for support within seventy-two (72) hours. Flock will provide Customer with reasonable technical and on-site support and maintenance services in-person, via phone or by email at [email protected] (such services collectively referred to as “Support Services”).

2.4 Updates to Platform. Flock may make any updates to system or platform that it deems necessary or useful to (i) maintain or enhance the quality or delivery of Flock’s products or services to its agencies, the competitive strength of, or market for, Flock’s products or services, such platform or system’s cost efficiency or performance, or (ii) to comply with applicable law. Parties understand that such updates are necessary from time to time and will not diminish the quality of the services or materially change any terms or conditions within this MSA.

2.5 Service Interruption. Services may be interrupted in the event that: (a) Flock’s provision of the Services to Customer or any Authorized End User is prohibited by applicable law; (b) any third-party services required for Services are interrupted; (c) if Services are being used for malicious, unlawful, or otherwise unauthorized use; (d) there is a threat or attack on any of the Flock IP by a third party; or (e) scheduled or emergency maintenance (“Service Interruption”).

Flock will make commercially reasonable efforts to provide written notice of any Service Interruption to Customer, to provide updates, and to resume providing access to Flock Services as soon as reasonably possible after the event giving rise to the Service Interruption is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized End User may incur as a result of a Service Interruption. To the extent that the Service Interruption is not caused by Customer’s direct actions or by the actions of parties associated with the Customer, the time will be tolled by the duration of the Service Interruption (for any continuous suspension lasting at least one full day).

For example, in the event of a Service Interruption lasting five (5) continuous days, Customer will receive a credit for five (5) free days at the end of the Term.

2.6 Service Suspension. Flock may temporarily suspend Customer’s and any Authorized End User’s access to any portion or all of the Flock IP or Flock Service if (a) there is a threat or attack on any of the Flock IP by Customer; (b) Customer’s or any Authorized End User’s use of the Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of Flock; (c) Customer or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Customer has violated any term of this provision, including, but not limited to, utilizing Flock Services for anything other than the Permitted Purpose; or (e) any unauthorized access to Flock 249
Exhibit A

Services through Customer’s account (“Service Suspension”). Customer shall not be entitled to any remedy for the Service Suspension period, including any reimbursement, tolling, or credit. If the Service Suspension was not caused by Customer, the Term will be tolled by the duration of the Service Suspension.

2.7 Hazardous Conditions. Flock Services do not contemplate hazardous materials, or other hazardous conditions, including, without limit, asbestos, lead, or toxic or flammable substances.

In the event any such hazardous materials are discovered in the designated locations in which Flock is to perform services under this MSA, Flock shall have the right to cease work immediately in the area affected until such materials are removed or rendered harmless.

3. CUSTOMER OBLIGATIONS

3.1 Customer Obligations. Flock will assist Customer Authorized End Users in the creation of a User ID. Authorized End Users agree to provide Flock with accurate, complete, and updated registration information. Authorized End Users may not select as their User ID, a name that they do not have the right to use, or any other name with the intent of impersonation. Customer and Authorized End Users may not transfer their account to anyone else without prior written permission of Flock. Authorized End Users shall not share their account username or password information and must protect the security of the username and password. Unless otherwise stated and defined in this MSA, Customer shall not designate Authorized End Users for persons who are not officers, employees, or agents of Customer. Authorized End Users shall only use Customerissued email addresses for the creation of their User ID. Customer is responsible for any Authorized End User activity associated with its account. Customer shall ensure that Customer provides Flock with up-to-date contact information at all times during the Term of this MSA.

Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Flock Services (e.g., laptops, internet connection, mobile devices, etc.). Customer shall (at its own expense) provide Flock with reasonable access and use of Customer facilities and Customer personnel in order to enable Flock to perform Services (such obligations of Customer are collectively defined as “Customer Obligations”).

In clarification of the preceding paragraph, Customer contracts for law enforcement, public safety, and peace officer services with the Sheriff’s Office, which is under the jurisdiction of Riverside County, a political subdivision of the State of California. Pursuant to Section 2.1 of the 250
Exhibit A

Law Enforcement Agreement (effective July 1, 2025 through June 30, 2027), the Sheriff’s Office is the exclusive provider of law enforcement, public safety, and peace officer services within the Customer’s territorial boundary, and pursuant to Section 6.1 of the Law Enforcement Agreement, all persons employed by the Sheriff’s Office are Riverside County employees. As such, and notwithstanding any provisions in the preceding paragraph to the contrary, Customer may identify Authorized End Users and User IDs for persons who are employed by Riverside County in the Sheriff’s Office who are under contract with Customer to provide law enforcement, public safety, and peace officer services for the City of La Quinta, and Customer may transfer or share its account or password for use by any such law enforcement employees.

3.2 Customer Representations and Warranties. Customer represents, covenants, and warrants that Customer shall use Flock Services only in compliance with this MSA and all applicable laws and regulations, including but not limited to any laws relating to the recording or sharing of data, video, photo, or audio content.

4. DATA USE AND LICENSING

4.1 Customer Data. As between Flock and Customer, all right, title and interest in the Customer Data, belong to and are retained solely by Customer. Customer hereby grants to Flock a limited, non-exclusive, royalty-free, irrevocable, worldwide license to use the Customer Data and perform all acts as may be necessary for Flock to provide the Flock Services to Customer. Flock does not own and shall not sell Customer Data.

4.2 Customer Generated Data. Flock may provide Customer with the opportunity to post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available, messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, or other information or materials produced by Customer (“Customer Generated Data”). Customer shall retain whatever legally cognizable right, title, and interest in Customer Generated Data. Customer understands and acknowledges that Flock has no obligation to monitor or enforce Customer’s intellectual property rights of Customer Generated Data. Customer grants Flock a non-exclusive, irrevocable, worldwide, royalty-free, license to use the Customer Generated Data for the purpose of providing Flock Services. Flock does not own and shall not sell Customer Generated Data. 251
Exhibit A

4.3 Anonymized Data. Flock shall have the right to collect, analyze, and anonymize Customer Data and Customer Generated Data to the extent such anonymization renders the data nonidentifiable to create Anonymized Data to use and perform the Services and related systems and technologies, including the training of machine learning algorithms. Customer hereby grants Flock a non-exclusive, worldwide, perpetual, royalty-free right to use and distribute such Anonymized Data to improve and enhance the Services and for other development, diagnostic and corrective purposes, and other Flock offerings. Parties understand that the aforementioned license is required for continuity of Services. Flock does not own and shall not sell Anonymized Data.

4.4 Data Distribution. Customer may, upon request, choose to integrate Flock Services with a third party to either distribute Integration Data or Customer Data (such third party, “Recipient”).

Upon such request, Customer hereby grants to Flock a non-exclusive, non-transferable, royaltyfree, perpetual license to access, share, view, record, duplicate, store, save, reproduce, modify, display, and distribute Customer Data and/or Integration Data, as required by the requested distribution. Customer acknowledges that such data may be viewed, recorded, duplicated, stored, saved, reproduced, modified, displayed, distributed, and retained by Recipient for a period longer than Flock’s standard retention period and hereby provides consent to such retention period. Unless expressly listed in the Order Form, the provision, access, or use of any Application Programming Interfaces ("APIs") is not included under this MSA. Any rights, licenses, or obligations related to APIs shall be governed solely by the terms set forth in the Order Form or a separate agreement between the parties.

5. CONFIDENTIALITY; DISCLOSURES

5.1 Confidentiality. To the extent required by any applicable public records requests (including requests under the California Public Records Act, Government Code section 7920.000 et seq. (“PRA”)), each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Flock includes non-public information provided by the Disclosing Party to the Receiving Party regarding features, functionality and performance of this MSA. Proprietary Information of Customer includes non-public data provided by Customer to Flock or collected by Flock via Flock Services, which includes but is not limited to geolocation information and environmental data collected by sensors. The Receiving Party agrees: (i) to take 252
Exhibit A

the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the Party takes with its own proprietary information, but in no event less than commercially reasonable precautions, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.

The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this MSA will prevent Customer for complying with disclosures of documents or information required pursuant to the PRA, nor prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order, but failure by the Receiving Party to give such prior notice or the Disclosing Party to receive such prior notice shall not be a default or breach under the Contract Services Agreement or this MSA. At the termination of this MSA, all Proprietary Information will be returned to the Disclosing Party, destroyed or erased (if recorded on an erasable storage medium), together with any copies thereof, when no longer needed for the purposes above, or upon request from the Disclosing Party, and in any case upon termination of the MSA. Notwithstanding any termination, all confidentiality obligations of Proprietary Information that is trade secret shall continue in perpetuity or until such information is no longer trade secret.

5.2 Usage Restrictions on Flock IP. Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and Customer acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this MSA. Customer further acknowledges that Flock retains the right to use the foregoing for any purpose in Flock’s sole discretion. Customer and Authorized End Users shall not: (i) directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover, or recreate the source code, object code or underlying structure, ideas or algorithm of the Flock Services or any software provided hereunder; modify, translate, or create derivative works based on the Flock Services or any software provided hereunder, (ii) attempt to modify, alter, tamper with or repair any of the Flock IP, or attempt to create any derivative product from any of the foregoing; (iii) interfere or 253
Exhibit A

attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (iv) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within the Flock Services or Flock IP; (v) use the Flock Services for anything other than the Permitted Purpose; or (vi) assign, sublicense, sell, resell, lease, rent, or otherwise transfer, convey, pledge as security, or otherwise encumber, Customer’s rights. There are no implied rights.

5.3 Disclosure of Footage. Flock or Customer may access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if Flock or Customer has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to: (a) comply with a legal process or request; (b) enforce the MSA, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Flock and/or Customer, and their respective users, a third party, or the public as required or permitted by law, including respond to an emergency situation. Flock or Customer may store deleted Footage in order to comply with certain legal obligations, but such retained Footage will not be retrievable without a valid court order.

6. PAYMENT OF FEES

6.1 Billing and Payment of Fees. Customer shall pay the fees set forth in the applicable Order Form based on the billing structure and payment terms as indicated in the Order Form. To the extent the Order Form is silent, Customer shall pay all invoices pursuant to Exhibit B and Sections 2.1 and 2.2 of the Contract Services Agreement.

6.2 Notice of Changes to Fees. In the event of any changes to fees, Flock shall provide Customer with sixty (60) days’ notice (email sufficient) prior to the end of the Initial Term or Renewal Term (as applicable). Any such changes to fees shall only impact subsequent Renewal Terms.

6.3 Taxes. To the extent Customer is not a tax exempt entity, Customer is responsible for all taxes, levies, or duties, excluding only taxes based on Flock’s net income, imposed by taxing authorities associated with the order. If Flock has the legal obligation to pay or collect taxes, including amount subsequently assessed by a taxing authority, for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Flock a legally sufficient tax exemption certificate and Flock shall not charge Customer any taxes from which it is exempt. If any deduction or withholding is required by law, Customer shall notify Flock and 254
Exhibit A

shall pay Flock any additional amounts necessary to ensure that the net amount that Flock receives, after any deduction and withholding, equals the amount Flock would have received if no deduction or withholding had been required.

7. TERM AND TERMINATION

7.1 Term. The Term shall be as set forth Section 3.4 of the Contract Services Agreement.

7.2 Termination. Termination of the Contract Services Agreement (which includes this MSA) prior to expiration of the Term shall be governed by Section 8.7 of the Contract Services Agreement. Upon termination or expiration of this Agreement, Flock will remove any applicable Flock Hardware at a commercially reasonable time period. In the event of any material breach of this Agreement, then, in addition to the termination provision ins Section 8.8 of the Contract Services Agreement, the non-breaching Party may terminate this Agreement prior to the end of the Term by giving thirty (30) days prior written notice to the breaching Party; provided, however, that this Agreement will not terminate if the breaching Party has cured the breach prior to the expiration of such thirty (30) day period (“Cure Period”). Either Party may terminate this Agreement (i) upon the institution by or against the other Party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other Party's making an assignment for the benefit of creditors, or (iii) upon the other Party's dissolution or ceasing to do business. In the event of a material breach by Flock, and Flock is unable to cure within the Cure Period, Flock will refund Customer a pro-rata portion of the pre-paid fees for Services not received due to such termination.

7.3 Survival. The following Sections in this MSA will survive termination: 1, 3, 5, 6, 7, 8.3, 8.4, 9, 10.1 and 11.6.

8. REMEDY FOR DEFECT; WARRANTY AND DISCLAIMER

8.1 Manufacturer Defect. Upon a malfunction or failure of Flock Hardware or Embedded Software (a “Defect”), Customer must notify Flock’s technical support team. In the event of a Defect, Flock shall make a commercially reasonable attempt to repair or replace the defective Flock Hardware at no additional cost to the Customer. Flock reserves the right, in its sole discretion, to repair or replace such Defect, provided that Flock shall conduct inspection or testing within a commercially reasonable time, but no longer than seven (7) business days after Customer gives notice to Flock.
255
Exhibit A

8.2 Replacements. In the event that Flock Hardware is lost, stolen, or damaged, Customer may request a replacement of Flock Hardware at a fee according to the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule). In the event that Customer chooses not to replace lost, damaged, or stolen Flock Hardware, Customer understands and agrees that Flock is not liable for any resulting impact to Flock Service, nor shall Customer receive a refund for the lost, damaged, or stolen Flock Hardware.

8.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Flock or by third-party providers, or because of other causes beyond Flock’s reasonable control, but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

8.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 8.1 ABOVE IS CUSTOMER’S SOLE REMEDY, AND FLOCK’S SOLE LIABILITY, WITH RESPECT TO DEFECTS. FLOCK

IS NOT LIABLE FOR ANY DAMAGES OR ISSUES ARISING FROM THIRD-PARTY DISTRIBUTIONS REQUESTED BY CUSTOMER. AFOREMENTIONED DISTRIBUTION IS AT CUSTOMER’S OWN RISK. FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, THE SERVICES ARE PROVIDED “AS IS” AND FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR

IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS

DISCLAIMER ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 11.6.

8.5 Insurance. Flock will maintain commercial general liability policies with policy limits reasonably commensurate with the magnitude of Flock’s business risk. Certificates of Insurance shall be provided. These insurance requirements are in addition to the provisions set forth in Sections 5.1 and 5.2 and Exhibit E of the Contract Services Agreement. 256
Exhibit A

8.6 Force Majeure. Parties are not responsible or liable for any delays or failures in performance from any cause beyond their control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, pandemics (including the spread of variants), issues of national security, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, supply chain shortages of equipment or supplies, financial institution crisis, weather conditions or acts of hackers, internet service providers or any other third party acts or omissions.

9. LIMITATION OF LIABILITY; INDEMNITY

9.1 Limitation of Liability. SUBJECT TO FLOCK’S INSURANCE AND INDEMNIFICATION

OBLIGATIONS UNDER THE CONTRACT SERVICES AGREEMENT, AND EXCEPT AS

EXPRESSLY PROVIDED IN THE CONTRACT SERVICES AGREEMENT (WHICH

INCLUDES EXHIBIT F), FLOCK, ITS OFFICERS, AFFILIATES, REPRESENTATIVES,

CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH

RESPECT TO ANY ALLEGATIONS AND/OR ACTUAL DAMAGES (UNDER ANY

BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY) FOR: (A) ERROR OR INTERRUPTION OF USE OF FLOCK SERVICES THAT IS BEYOND FLOCK’S ACTUAL KNOWLEDGE OR REASONABLE CONTROL; (B)

LOSS OR INACCURACY, INCOMPLETENESS OR CORRUPTION OF DATA OR

VIDEO/SURVEILLANCE FOOTAGE FROM FLOCK SERVICES THAT IS BEYOND FLOCK’S ACTUAL KNOWLEDGE OR REASONABLE CONTROL; (C) COST OF

PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY SIMILAR TO

THE FLOCK SERVICES WHEN FLOCK IS NOT IN DEFAULT OR BREACH OF THE AGREEMENT OR THESE SUPPLEMENTAL TERMS; (D) LOSS OF BUSINESS; (E) ANY

INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES UNRELATED TO FLOCK’S CONTRACTUAL OBLIGATIONS TO CUSTOMER; (F) FOR ANY MATTER BEYOND FLOCK’S ACTUAL KNOWLEDGE OR REASONABLE

CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE; (G) ANY PUBLIC DISCLOSURE OF PROPRIETARY INFORMATION MADE

IN GOOD FAITH AND NOT IN DEFAULT OR BREACH OF THE AGREEMENT OR THESE SUPPLEMENTAL TERMS; (H) CRIME PREVENTION; OR (I) FOR ANY AMOUNTS THAT, 257
Exhibit A

TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, FOR WHICH

FLOCK IS ADJUDICATED AND DETERMINED TO BE IN BREACH OF ITS CONTRACTUAL OBLIGATIONS, EXCEEDS TWO TIMES (2X) THE FEES PAID AND/OR

PAYABLE BY CUSTOMER TO FLOCK FOR THE SERVICES UNDER THE CONTRACT SERVICES AGREEMENT. IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY

OF SECTION ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE REFERENCED IN SECTION 11.6. NOTWITHSTANDING ANYTHING TO

THE CONTRARY, THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY (I) IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) INDEMNIFICATION OBLIGATIONS.

9.2 Responsibility. Each Party to this MSA shall assume the responsibility and liability for the acts and omissions of its own employees, officers, or agents, in connection with the performance of their official duties under this MSA. Each Party to this MSA shall be liable for the torts of its own officers, agents, or employees.

9.3 Flock Indemnity. Indemnification obligations are set forth in Section 6.1 and Exhibit F of the Contract Services Agreement.

10. INSTALLATION SERVICES AND OBLIGATIONS

10.1 Ownership of Hardware. Flock Hardware is owned and shall remain the exclusive property of Flock. Title to any Flock Hardware shall not pass to Customer upon execution of this MSA, except as otherwise specifically set forth in this MSA. Except as otherwise expressly stated in this MSA, Customer is not permitted to remove, reposition, re-install, tamper with, alter, adjust or otherwise take possession or control of Flock Hardware. Customer agrees and understands that in the event Customer is found to engage in any of the foregoing restricted actions, all warranties herein shall be null and void, and this MSA shall be subject to immediate termination for material breach by Customer. Customer shall not perform any acts which would interfere with the retention of title of the Flock Hardware by Flock. Should Customer default on any payment of the Flock Services, Flock may remove Flock Hardware at Flock’s discretion. Such removal, if made by Flock, shall not be deemed a waiver of Flock’s rights to any damages Flock may sustain as a result of Customer’s default and Flock shall have the right to enforce any other legal remedy or right. 258
Exhibit A

10.2 Deployment Plan. Flock shall advise Customer on the location and positioning of the Flock Hardware for optimal product functionality, as conditions and locations allow. Flock will collaborate with Customer to design the strategic geographic mapping of the location(s) and implementation of Flock Hardware to create a deployment plan (“Deployment Plan”). In the event that Flock determines that Flock Hardware will not achieve optimal functionality at a designated location, Flock shall have final discretion to veto a specific location, and will provide alternative options to Customer.

10.3 Changes to Deployment Plan. After installation of Flock Hardware, any subsequent requested changes to the Deployment Plan, including, but not limited to, relocating, re-positioning, adjusting of the mounting, removing foliage, replacement, changes to heights of poles will incur a fee according to the reinstall fee schedule located at (https://www.flocksafety.com/reinstall-feeschedule). Customer will receive prior notice and has the right to confirm approval of or deny any such fees.

10.4 Customer Installation Obligations. Customer is responsible for any applicable supplementary cost as described in the Customer Implementation Guide, attached to this MSA.

Customer represents and warrants that it has, or shall lawfully obtain, all necessary right title and authority and hereby authorizes Flock to install the Flock Hardware at the designated locations and to make any necessary inspections or maintenance in connection with such installation.

10.5 Flock’s Obligations. Installation of any Flock Hardware shall be installed in a professional manner within a commercially reasonable time from the Effective Date. Upon removal of Flock Hardware, Flock shall restore the location to its original condition, ordinary wear and tear excepted. Flock will continue to monitor the performance of Flock Hardware for the length of the Term. Flock may use a subcontractor or third party to perform certain obligations under this MSA, provided that Flock’s use of such subcontractor or third party shall not release Flock from any duty or liability to fulfill Flock’s obligations under this MSA.

11. MISCELLANEOUS

11.1 Compliance with Laws. Parties shall comply with all applicable local, state and federal laws, regulations, policies and ordinances and their associated record retention schedules, including responding to any subpoena request(s).
259
Exhibit A

11.2 Severability. If any provision of this MSA is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this MSA will otherwise remain in full force and effect.

11.3 Assignment. This MSA is not assignable, transferable or sublicensable by either Party, without prior consent. Notwithstanding the foregoing, either Party may assign this MSA, without the other Party's consent, (i) to any parent, subsidiary, or affiliate entity, or (ii) to any purchaser of all or substantially all of such Party's assets or to any successor by way of merger, consolidation or similar transaction.

11.4 Entire MSA. This MSA, together with the Contract Services Agreement and all other attached exhibits, Order Form(s), the reinstall fee schedule (https://www.flocksafety.com/reinstallfee-schedule), and any other attached exhibits are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous or contemporaneous negotiations, discussions or agreements, whether written and oral, communications and other understandings relating to the subject matter of this MSA. All waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. None of Customer’s purchase orders, authorizations or similar documents will alter the terms of this MSA, and any such conflicting terms are expressly rejected. Any mutually agreed upon future purchase order is subject to these legal terms and does not alter the rights and obligations under this MSA, except that future purchase orders may outline additional products, services, quantities and billing terms to be mutually accepted by Parties. Customer agrees that Customer’s purchase is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written comments made by Flock with respect to future functionality or feature.

11.5 Relationship. No agency, partnership, joint venture, or employment is created as a result of this MSA and Parties do not have any authority of any kind to bind each other in any respect whatsoever. Flock shall at all times be and act as an independent contractor to Customer.

11.6 Governing Law; Venue. This MSA shall be governed by the laws of the state in which the Customer is located, which is the State of California. The Parties hereto agree that venue would be proper in courts with applicable jurisdiction in Riverside County, California, which is where the Customer is located. The Parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this MSA. 260
Exhibit A

11.7 Special Terms. Flock may offer certain special terms which are indicated in the Order Form and will become part of this MSA, upon Customer’s prior written consent and the mutual execution by authorized representatives (“Special Terms”). To the extent that any terms of this MSA are inconsistent or conflict with the Special Terms, the Special Terms shall control.

11.8 Publicity. Upon prior written consent from Customer, Flock has the right to reference and use Customer’s name and disclose the nature of the Services in business and development and marketing efforts. Nothing contained in this MSA shall be construed as conferring on any Party, any right to use the other Party’s name as an endorsement of product/service.

11.9 Feedback. If Customer or Authorized End User provides suggestions for enhancement relating to the subject matter hereunder, Customer or Authorized End User hereby assigns to Flock all right, title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing.

11.10 Export. Customer may not remove or export from the United States or allow the export or re-export of the Flock IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign Customer or authority. As defined in Federal Acquisition Regulation (“FAR”), section

2.101, the Services, the Flock Hardware and Documentation are “commercial items” and according to the Department of Defense Federal Acquisition Regulation (“DFAR”) section 252.2277014(a)(1) and are deemed to be “commercial computer software” and “commercial computer software documentation.” Flock is compliant with FAR Section 889 and does not contract or do business with, use any equipment, system, or service that uses the enumerated banned Chinese telecommunication companies, equipment or services as a substantial or essential component of any system, or as critical technology as part of any Flock system. Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this MSA and will be prohibited except to the extent expressly permitted by the terms of this MSA.

11.11 Headings. The headings are merely for organization and should not be construed as adding meaning to the MSA or interpreting the associated sections. 261
Exhibit A

11.12 Authority. Each of the signers of the Contract Services Agreement represents that they understand this MSA and have the authority to sign on behalf of and bind the Parties they are representing upon the Effective Date.

11.13 Conflict. In the event there is a conflict between this MSA and any applicable statement of work, or Customer purchase order, this MSA controls unless explicitly stated otherwise.

11.14 Notices. In addition to the noticing provisions in Sections 4.1, 4.2, and 10.1 of the Contract Services Agreement that may be used, notices will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt to the address listed on the Order Form (or, if different, below), if sent by certified or registered mail, return receipt requested. All notices will be provided to the email or mailing address listed in the Order Form.

11.15 Non-Appropriation. Notwithstanding any other provision of this MSA and the Contract Services Agreement, all obligations of the Customer which require the expenditure of public funds are conditioned on the availability of said funds appropriated for that purpose. To the extent applicable, Customer shall have the right to terminate the Contract Services Agreement (which includes this MSA) for non-appropriation, without penalty or other cost, after delivering to Flock written notice thereof pursuant Section 8.7 of the Contract Services Agreement. 262
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, 263
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. Omitted.

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. (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 264
Exhibit A

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. Omitted.
265
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 Four Hundred and Fourteen Thousand Dollars ($414,000) (“Contract Sum”). The Contract Sum shall be paid to Contracting Party in installment payments made on an annual 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.
266
Flock Safety + CA-City of La Quinta
______________
Flock Group Inc.
1170 Howell Mill Rd, Suite 210
Atlanta, GA 30318
______________
MAIN CONTACT:

Tonia Crump
[email protected]
4049329942
Created Date: 04/04/2025
Expiration Date: 05/04/2025
Quote Number: Q-134253
PO Number:
267
Quote
This document is for informational purposes only. Pricing is subject to change.

Bill To: 78495 Calle Tampico La Quinta, California 92253 Ship To: 78495 Calle Tampico La Quinta, California 92253 Billing Company Name: CA-City of La Quinta Subscription Term: 24 Months Billing Contact Name: Renewal Term:

Billing Email Address: Payment Terms: Net 30
Billing Phone: Billing Frequency: Annual - First Year at Signing.

Hardware and Software Products
Annual recurring amounts over subscription term
Item Cost Quantity Total
Flock Safety Platform $207,000.00
Flock Safety Flock OS
FlockOS ™ - Included 1 Included
Flock Safety LPR Products
Flock Safety LPR, fka Falcon Included 69 Included
Professional Services and One Time Purchases
Item Cost Quantity Total
One Time Fees
Subtotal Year 1: $207,000.00
Annual Recurring Subtotal: $207,000.00
Estimated Tax: $0.00
Contract Total: $414,000.00
Taxes shown above are provided as an estimate. Actual taxes are the responsibility of the Customer. This is not an invoice – this document is a non-binding proposal for informational purposes only. Pricing is subject to change.

Product and Services Description
Flock Safety Platform Items Product Description
One-Time Fees Service Description
Installation on existing
infrastructure
One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief.

Professional Services -
Standard Implementation Fee
One-time Professional Services engagement. Includes site and safety assessment, camera setup and testing, and shipping and handling in accordance with the Flock Safety Standard Implementation Service Brief.

Professional Services -
Advanced Implementation Fee
One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief. 268
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.
269
Exhibit D

Exhibit D
Special Requirements
None
270
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. 271
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.
272
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 273
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 274
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 275
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. 276
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.
277
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. 278
Riverside County Sheriff's Department
Chad Bianco, Sheriff-Coroner
Thermal Station
86625 Airport Boule\-ard • Thermal • California • 92274 www.riversidesheriff.org
June 19, 2025
La Quinta City Council
78495 Calle Tampico
La Quinta, Ca. 92253
Re: Automatic License Plate Readers - Flock Safety
Dear Mayor Evans and Council Members,
The Flock Safety automatic license plate reader (ALPR) camera system has proven to be a vital asset for sheriff s personnel assigned to provide law enforcement services to the City of La Quinta. The Riverside County Sheriffs Department remains committed to the City Council's priority of maintaining a high quality of life for residents, as well as supporting a safe and thriving business environment. The Flock ALPR system plays a key role in achieving both goals.

This technology has enabled deputies to proactively respond to incidents involving organized retail theft crews as they enter the city's commercial areas. Many of these alerts originate from Flock entries made outside La Quinta's jurisdiction, demonstrating the value of interoperability and cross-jurisdictional data sharing in combating organized criminal activity.

Beyond retail theft, the ALPR system has supported a wide range of investigations, including those involving domestic violence, stalking, assault with a deadly weapon, exhibition of speed/street racing, theft, burglaries, missing persons, and stolen vehicles.

Between May 20 and June 17, 2025, the ALPR cameras captured and processed over 3 million license plate reads, matching them against databases statewide. This underscores both the scale and utility of the system in enhancing public safety.

In light of recent concerns regarding data sharing by the Riverside County Sheriffs Office with out-ofstate or federal immigration authorities, I want to assure the Council that the administration at the Thermal Station conducts monthly audits of personnel access and usage. We remain in full compliance with RSO Department Policy 412, Senate Bill 34 (ALPR use and data privacy), and Senate Bill 54 (California Values Act).

ATTACHMENT 2
279
280




 
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– ATTACHMENT 3
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