Palm Desert City Council
April 9, 2026

CITY OF PALM DESERT

STAFF REPORT
MEETING DATE: April 9, 2026
PREPARED BY: Kalaina Perez, Management Analyst
SUBJECT: APPROVE AMENDMENT NO. 3 TO CONTRACT NO. C41450 WITH

HINDERLITER, DE LLAMAS AND ASSOCIATES (HDL) TO CONTINUE

BUSINESS LICENSE TAX AND FEES ADMINISTRATION
RECOMMENDATION:

1. Approve Amendment No. 3 to Contract No. C41450 with Hinderliter, De Llamas and Associates (HdL) to extend the agreement for a term of up to one (1) year, administered on a month-to-month basis.

2. Authorize the City Attorney to make any non-monetary changes to the agreement.

3. Authorize the City Manager or designee to execute the amendment and any related documents necessary to implement the agreement.

BACKGROUND/ANALYSIS:

On May 13, 2021, the City entered into a contractual agreement with HdL to outsource business license services. This decision was made in response to significant operational challenges posed by the COVID-19 pandemic, which resulted in a substantial backlog of business license applications and strained internal resources.

On January 9, 2025, during a study session, the City Council and staff reviewed concerns regarding the current processing of business licenses and explored the benefits of bringing these services back in-house. A key factor in this transition is the City's investment in Clariti software, which will enable a more efficient and streamlined approach once the business license module is fully implemented.

The contract with HdL expires on April 30, 2026. Staff anticipates transitioning business license administration to a fully in-house model upon implementation of the Clariti business license module. However, due to adjustments in the implementation schedule, the Clariti business license module is now anticipated to launch on July 1, 2026.

To ensure uninterrupted business license operations during this transition, staff recommends approval of Amendment No. 3 to extend the agreement for up to one (1) year, administered on a month-to-month basis. This structure provides flexibility during implementation and avoids the need to return to the City Council should services be required beyond the anticipated July 1, 2026, launch date.

While July 1, 2026, is the target launch date, staff recommends maintaining limited HdL services until the City confirms the Clariti module is fully operational and business license functions have stabilized. At that time, month-to-month services will be discontinued. 125
City of Palm Desert
Amendment No. 3 to Contract C41450 with HDL

Under the current contract, HdL provides the following service categories:

1. Operations Management Services - Processing of renewals and new applications.

2. Online Payment Processing – Handling credit card and eCheck transactions.

3. Discovery Services – Identifying businesses subject to business licensing requirements.

4. Collection Services – Collecting outstanding business license-related debts.

Staff recommends retaining all four service categories within the contract framework; however, authorization at this time is limited to Operations Management Services and Online Payment Processing (Services 1 and 2). Staff from the Development Services and Finance Departments will continue to monitor performance and evaluate the need for Discovery and/or Collection Services on a month-to-month basis.

HdL has confirmed that pricing will remain consistent with the current contract and that services may continue on a month-to-month basis for up to one year under the existing agreement terms.

Any applicable Consumer Price Index (CPI) adjustments will continue to apply in accordance with provisions included in the contract. Staff has met with HdL to discuss the City’s intent to transition business license administration back in-house and to utilize HdL services on a limited basis during the implementation period.

Accordingly, staff recommends approval of Amendment No. 3 to ensure uninterrupted business license operations during implementation of the City’s in-house system and to provide a flexible and orderly transition of services.

Legal Review:

This report has been reviewed by the City Attorney’s Office.

FINANCIAL IMPACT:

Funds in the amount of $230,000 were budgeted in FY 2025–26 in Account No. 1104421- 4309300 for HdL business license administration services. As of March 2026, the City has expended $91,524.09, leaving sufficient funds available to continue services through the remainder of the fiscal year.

Funds have been requested in the FY 2026–27 Proposed Budget to support limited HdL services during the transition to the City’s in-house business license system.

Costs will continue to be incurred on a month-to-month basis only for services authorized and utilized, and services may be reduced or discontinued once the Clariti business license module is fully operational.

ATTACHMENTS:

1. Draft Professional Services Amendment

2. Executed Agreement C41450

3. Executed Amendment No. 1

4. Executed Amendment No. 2
126
City of Palm Desert
Amendment No. 3 to Contract C41450 with HDL

CONFLICT OF INTEREST AWARENESS CHECKLIST:
☐ Site-Specific Property Interest – Councilmembers should check if they own or lease real property within 1,000 feet of the project site (Gov. Code § 87103(b); FPPC Reg. 18702.2). ☒ SB 1439 Applicability (Campaign Contributions) – Applies to licenses, permits, or other entitlements for use, and to contracts or franchise agreements other than competitively bid, labor, or personal employment contracts.

Party: Hinderliter, De Llamas and Associates (HdL)
Councilmembers should review any campaign contributions received within the last 12 months from parties or participants to the proceeding and must not accept contributions over $500 from those parties for 12 months following the final decision (Gov. Code § 84308).

Note: These indicators are informational and do not constitute a legal determination. Each Councilmember is responsible for identifying and disclosing any disqualifying interests in accordance with the Political Reform Act and FPPC regulations. 127
128
Contract No. C41450
1 Rev 09-25
72500.00001\44340560.1
AMENDMENT NO. 3 TO THE PROFESSIONAL SERVICES AGREEMENT

BY AND BETWEEN THE CITY OF PALM DESERT

AND HINDERLITER, DE LLAMAS AND ASSOCIATES

1. Parties and Date.

This Amendment No. 3 (“Amendment No. 3”) to the Professional Services Agreement, Contract No.C41450, is made and entered into on April 9, 2026, by and between the City of Palm Desert, a municipal corporation organized under the laws of the State of California with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California, 92260-2578 (“City”) and Hinderliter, De Llamas and Associates (HdL), a S Corporation, with its principal place of business at 120 S State College Blvd, Suite 200, Brea, CA 92821 (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

1.1 City Council Approval. On April 9, 2026, City Council approved the award of this Amendment No. 3 to Consultant named above.

2. Recitals.

2.1 Agreement. The City and Hinderliter, De Llamas, and Associates entered into a Professional Services Agreement (“Agreement”) on April 30, 2021, for the purpose of retaining the services of Hinderliter, De Llamas, and Associates for Business License Administration (“Project”).

2.2 Background. The parties previously entered into a previous Amendment No. 1, on March 24, 2022, for the purpose of extending the term through April 30, 2023.

2.3 Background. The parties previously entered into a previous Amendment No. 2, on April 10, 2025, for the purpose of extending the term through April 30, 2026.

2.4 Amendment Authority. This Amendment is authorized pursuant to Section

3.6.14 of the Agreement.

2.5 The purpose of this Amendment No. 3 is to extend the term through April 30, 2027, and to update compensation to a month-to-month basis.

3. Terms. The Agreement is hereby amended as follows:

Section 3.1.2 Term. The term of this Agreement shall be from April 30, 2021, through April 30, 2027, unless earlier terminated as provided herein, to be administered on a month-tomonth basis. The City may terminate the Agreement at any time in accordance with the termination provisions of 129
Contract No. C41450
2 Rev 09-25
72500.00001\44340560.1
this Agreement. Consultant shall complete the Services
within the term of this Agreement and shall meet any other established schedules and deadlines.

3.1 Continuing Effect of Agreement. Except as amended by this Amendment No. 3, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the Parties under this Amendment No. 3. From and after the date of this Amendment No. 3, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 3.

3.2 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 3.

3.3 Severability. If any portion of this Amendment No. 3 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
[SIGNATURES ON FOLLOWING PAGE]
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Contract No. C41450
3 Rev 09-25
72500.00001\44340560.1
SIGNATURE PAGE FOR AMENDMENT NO. 3

TO PROFESSIONAL SERVICES AGREEMENT BETWEEN

THE CITY OF PALM DESERT AND

HINDERLITER, DE LLAMAS AND ASSOCIATES

CITY OF PALM DESERT

Chris Escobedo
City Manager
Attest:

Anthony J. Mejia
City Clerk
Approved to form by:
____________________________
Isra Shah
City Attorney

HINDERLITER, DE LLAMAS AND

ASSOCIATES, A S CORPORATION
____________________________
Robert Gray
Vice President
____________________________
Richard Park
Chief Financial Officer
Office Use:

Quality Check Insurance Review
City Clerk Contracts Initial Final
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Contract No. C41451
AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF PALM DESERT

AND HINDERLITER DE LLAMAS AND ASSOCIATES

1. Parties and Date.

This Amendment No. 1 to the Professional Services Agreement is made and entered into as of this 24th day of March, 2022, by and between the City of Palm Desert (“ City”) and Hinderliter De Llamas and Associates ( also known as HdL Companies), a Corporation with its principal place of business at 120 S. State College Boulevard, Suite 200, Brea, California 92821(“ Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Agreement. The City and Consultant have entered into an agreement entitled Professional Services Agreement, Contract No. C41450” dated April 30, 2021 (“ Agreement” or Contract”) for the purpose of retaining the services of Consultant to provide business license administration services.

2.2 Amendment. The City and Consultant desire to amend the Agreement to extend the term.

2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 3.1.2 of the Agreement.

3. Terms.

3.1 Term. Section 3.1.2 of the Agreement is hereby amended in its entirety to read as follows:

The term of this agreement shall be from April 30, 2021 to April 30, 2023, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement for no more than two (2) additional one- year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedule and deadlines.”

3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “ Agreement” or “ Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1.

3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1.

3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue 161
Contract No. C41451

Revised 11-2-20
BBK 72500. 00001\ 32445060. 1
in full force and effect.

3.5 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.

SIGNATURES ON FOLLOWING PAGE]
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BBK 72500. 00001\ 32445060. 1
SIGNATURE PAGE FOR AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES

AGREEMENT BETWEEN THE CITY OF PALM DESERT

AND HINDERLITER DE LLAMAS AND ASSOCIATES
IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 1 to the Professional Services Agreement as of the day and year first above written.

CITY OF PALM DESERT
Approved By:

L. Todd Hileman
City Manager
Attested By:

Anthony J. Mejia, MMC
City Clerk
Approved As To Form:

By:

Best Best & Krieger LLP
City Attorney

HINDERLITER DE LLAMAS AND

ASSOCIATES
Signature
Name
Title
Signature
Name
Title
Insurance ID# 1Review
QC: 2Review
MN
n/a
CIO, Director of Tax & Fee Administration
robert gray
Robert Hargreaves (Apr 8, 2022 13:37 PDT)
Robert Hargreaves
Todd Hileman ( Apr 8, 2022 13: 39 PDT)
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Contract No. C41450

Revised 01-2024
BBK 72500.00001\32445060.1
AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE

CITY OF PALM DESERT AND HINDERLITER, DE LLAMAS AND ASSOCIATES

1. Parties and Date.

This Amendment No. 2 to the made and entered into on April 10, 2025, between the City of Palm Desert (“City”) and Hinderliter, De Llamas and Associates (also known as HdL Companies), a Corporation, with its principal place of business at 120 S. State College Blvd., Suite 200, Brea, CA. 92821 ("Vendor"). The City and Vendor are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. Recitals.

2.1(a) Agreement. The City and Hinderliter, De Llamas and Associates have entered into an agreement entitled “Professional Services Agreement” dated April 30, 2021. (“Agreement” or “Contract”) for the purpose of retaining the services of Hinderliter, De Llamas and Associates to provide Business License Tax and Fees Administration.

2.2(b) Amendment No. 2. The City and Hinderliter, De Llamas and Associates desire to amend the Agreement to Extend the Term.

2.3(c) Amendment Authority. This Amendment No. 2 is authorized pursuant to Section

3.6.14 of the Agreement.

3. Terms.

3.1(a) Term. Section 3.1.2 of the Agreement is hereby amended in its entirety to read as follows:

The term of this agreement shall be from April 30, 2021, to April 30, 2026, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedule and deadlines.

Exhibits “A” and “B” are hereby deleted in their entirety and replaced with Exhibit “A-1”, attached hereto and incorporated herein by reference.

3.2(b) Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 2. From and after the date of this Amendment No. 2, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 2.

3.3(c) Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2.

3.4(d) Severability. If any portion of this Amendment No. 2 is declared invalid, illegal, or Amendment Number Amendment
Description
Amendment Date
1 Extend Term 03/24/2022
Docusign Envelope ID: 444B9451-459A-4594-89BE-1B6D1ACCF29B 165
Contract No. C41450

Revised 01-2024
BBK 72500.00001\32445060.1
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5(e) Counterparts. This Amendment No. 2 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
Docusign Envelope ID: 444B9451-459A-4594-89BE-1B6D1ACCF29B 166
Contract No. C41450

Revised 01-2024
BBK 72500.00001\32445060.1
SIGNATURE PAGE FOR AMENDMENT NO. 2 TO PROFESSIONAL SERVICES

AGREEMENT BETWEEN THE CITY OF PALM DESERT

AND HINDERLITER, DE LLAMAS AND ASSOCIATES
IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 2 to the Professional Services Agreement as of the day and year first above written.

CITY OF PALM DESERT
By:

Chris Escobedo
Interim City Manager
Attest:

By:

Anthony J. Mejia
City Clerk
Approved as to form:

By:

Isra Shah
Best Best & Krieger LLP
City Attorney

HINDERLITER, DE LLAMAS AND
ASSOCIATES, A CORPORATION.

By:

Richard Park
Chief Financial Officer
By:

Joshua Davis
Vice President of Tax & Fee
Administration
City Clerk QC: MN
Contract QC: _____
Insurance:
_____
Initial Review
_____
Final Approval
Docusign Envelope ID: 444B9451-459A-4594-89BE-1B6D1ACCF29B 167
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CITY OF PALM DESERT

STAFF REPORT
MEETING DATE: April 9, 2026
PREPARED BY: Mariela Salazar, Management Analyst
SUBJECT: FIRST AMENDMENT TO CONTRACT NO. C40870 WITH PALM SPRINGS ART MUSEUM, INC., FOR THE LEASE OF THE FAYE

SARKOWSKY SCULPTURE GARDEN LOCATED AT ENTRADA DEL
PASEO
RECOMMENDATION:

1. Approve the First Amendment to Contract No. C40870 with Palm Springs Art Museum, Inc., for the lease of the Faye Sarkowsky Sculpture Garden located at Entrada del Paseo.

2. Authorize the City Attorney to make any necessary non-monetary changes to the agreement.

3. Authorize the City Manager to execute the amendment and all documents necessary to effectuate this action.

BACKGROUND/ANALYSIS:

On January 14, 2021, the City Council approved a lease agreement with the Palm Springs Art Museum, Inc. (PSAM) for the Faye Sarkowsky Sculpture Garden (Sculpture Garden), located at 72-567 Highway 111 (Entrada del Paseo). The lease provides for the operation and maintenance of the Sculpture Garden for public use, including related use of adjacent non-exclusive areas such as the Carriage Lane and certain assigned parking spaces.

The original lease term extends from January 14, 2021, through November 1, 2025, with three additional five-year renewal options. Although the lease expired on November 1, additional time was needed to revise and discuss specific terms, which delayed finalizing the amendment until after the termination date. PSAM has elected to extend the lease term by an additional five years.

Staff is also recommending a revision to the lease agreement as outlined below.

The Faye Sarkowsky Sculpture Garden is a significant compliment to the City’s highly revered public art program. During the term of the lease the City will continue to benefit from a world class sculpture garden with free admission for both residents and visitors.

Amendment No. 1 includes the following:
 Extension of Initial Term
Section 1.4(a) is revised to extend the lease term from November 1, 2025, to November 1, 2030. As a result, the number of remaining five-year renewal options is reduced from three to two.
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City of Palm Desert____________________________________________________________

 Revision to Section 2.3
Section 2.3 is revised to remove the following language:
“Lessee shall have the right to nominate representatives for one seat on Lessor's City Marketing Committee and one seat on Lessor's Art in Public Places Commission during the initial and any extended term(s) hereof. Appointment of nominees to the commissions shall be at sole discretion of Lessor's City Council.”
Section 2.3 language is proposed for removal as PSAM no longer occupies the building, and the lease now applies exclusively to the sculpture garden. Accordingly, representation on City committees is no longer relevant. Any future requests by PSAM to remove or replace sculptures will be subject to review through the Cultural Arts Committee’s standard process.

Legal Review:

The report has been reviewed by the City Attorney’s office.

FINANCIAL IMPACT:

The proposed lease extension will maintain nominal rent revenue of $1.00 per year, payable by PSAM for use of the Sculpture Garden. The City will continue to reimburse sculpture transportation, installation, and removal costs up to $10,000 annually and will remain responsible for maintenance and insurance.

Any modifications to installations require prior City approval. PSAM is responsible for all associated costs, including any expenses exceeding the City’s annual reimbursement, as well as repair of any resulting damage.

Common Area Maintenance (CAM) charges will be set at seven percent (7%) of total operating and maintenance costs, including landscaping, water, electricity, and parking lot sweeping.

Charges will be billed monthly and reconciled annually on a pro rata basis beginning July 1.

These installation and maintenance service costs will be included in the appropriate General Fund Accounts as part of the FY 2026-27 Annual Budget Request.

ATTACHMENTS:

1. First Amendment to Lease Agreement

2. Contract No. C40870 – Lease Agreement
170
City of Palm Desert____________________________________________________________

CONFLICT OF INTEREST AWARENESS CHECKLIST:
☒ Site-Specific Property Interest – Councilmembers should check if they own or lease real property within 1,000 feet of the project site (Gov. Code § 87103(b); FPPC Reg. 18702.2).

Project Site: APN 640-370-001, near the corner of El Paseo and Painters Path. ☒ SB 1439 Applicability (Campaign Contributions) – Applies to licenses, permits, or other entitlements for use, and to contracts or franchise agreements other than competitively bid, labor, or personal employment contracts.

Party: Palm Springs Art Museum, Inc.

Councilmembers should review any campaign contributions received within the last 12 months from parties or participants to the proceeding and must not accept contributions over $500 from those parties for 12 months following the final decision (Gov. Code § 84308).

Note: These indicators are informational and do not constitute a legal determination. Each Councilmember is responsible for identifying and disclosing any disqualifying interests in accordance with the Political Reform Act and FPPC regulations. 171
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Contract No. C40870
72500.00000\44748082.2

FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE C40870 (“Amendment”) is entered as of the ____ of ____________ 2026, by and between the CITY OF PALM DESERT (“Lessor”), a California municipal corporation and the PALM SPRINGS ART MUSEUM, INC., a California nonprofit public benefit corporation (“Lessee”). City and Lessee are sometimes referred to herein individually as a “Party” or collectively as the “Parties.”

RECITALS
A. The Parties previously entered into that certain Lease dated January 14, 2021 (the "Agreement"), for the lease of a portion of the premises more particularly described therein located at 72-567 Highway 111 in the City of Palm Desert, County of Riverside, including that portion commonly known as the Sculpture Garden (the "Premises").

B. The initial term of the Lease expired on November 1, 2025, and pursuant to the terms of the Lease the Lessee was granted three options to renew for additional five (5) years terms.

C. The Parties desire to reinstate the Lease and extend the initial term under the Lease for an additional period of five (5) years from November 1, 2025.

D. The Parties now desire to amend the Lease on the terms and conditions as provided in this Amendment.

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby mutually agree as follows:

1. Reinstatement of Lease. The Lease is hereby reinstated in accordance with its terms, subject to this Amendment.

2. Amendments to Lease. The Lease is hereby amended as follows:
a. Term. Paragraph (a) of Section 1.4 of the Lease is hereby amended to read in its entirety as follows:
"The initial term of this Lease shall be for approximately ten (10) years ("Initial Term"), commencing on January 14, 2021 ("Commencement Date") and ending on November 1, 2030 ("Expiration Date"). Subject to paragraph (b) below, Lessee shall have the option to extend the Term (the "Renewal Options") for two (2) successive five (5) year periods (the "Renewal Terms") on the same terms and conditions as set forth herein. Each Renewal Option may be exercised only by giving written notice of exercise of the Renewal Option ("Option Notice") to 173
Contract No. C40870
72500.00000\44748082.2
Landlord at least ninety (90) days (but not more than 150 days) before the Expiration Date or the expiration of the Renewal Term then in effect, as applicable" b. Additional Amendments. Section 2.3 of the Lease is hereby amended to read in its entirety as follows:
“2.3 Sculpture Garden, Carriage Lane and Parking Spaces. Lessee shall be responsible for transportation, installation, and removal of sculptures; however, in addition to Lessee's rights for relocation expenses in the event of an early termination of this Lease by Lessor under Paragraph 1.4(b) or elsewhere, Lessor shall on an annual basis reimburse Lessee all reasonable costs in connection with the transportation, installation, and removal of sculptures not to exceed $10,000 per annum during the Initial Term and any Renewal Term. Lessee shall be responsible for all cleaning and ongoing maintenance of sculptures, including the four sculptures located on the Main Building Property as of the date of this Lease.

Lessor shall be responsible for all landscaping, landscape and other maintenance, cleaning and trash removal, irrigation and other related expenses to maintain the Sculpture Garden, Carriage Lane and Parking Spaces at no less than their current level of maintenance quality and to maintain the roads and parking areas surrounding the Premises. Lessor and Lessee shall cooperate in the selection and approval of sculptures to be placed in the Sculpture Garden, but the final determination of the selection of sculptures shall be made by Lessee, provided that no sculpture shall be placed on the Premises that is likely to cause substantial controversy in the community. Placement of the sculptures will be determined in cooperation between Lessee and Lessor. Inasmuch as copyright(s) for the sculptures to be placed in the Sculpture Garden belongs, in most cases, to the respective artists, use of any visual images of such works by Lessor must be approved by the Lessee and copyright approval(s) must be obtained from the respective artist(s). Lessor shall be responsible to insure all sculptures at the Sculpture Garden and on the Main Building Property against loss, damage or theft in such amounts as are reported by Lessee to Lessor, and determined to be reasonable and appropriate by Lessor and Lessee, but in no event less than the aggregate fair market value of all sculptures nor more than $20,000,000 or such greater amount as may be subsequently agreed upon by the parties. Lessor shall make no material change in the Sculpture Garden during the initial or any extended term(s) hereof without the prior written consent of Lessee, which shall not unreasonably be withheld.”

2. Effectiveness of Lease. Except as explicitly amended by this Amendment, all other provisions of the Lease remain in full force and effect and shall govern the actions of the parties under this Amendment. From and after the date of this Amendment, whenever the term ““Lease” appears in the Lease, it shall mean the Lease as amended by this Amendment.

3. Entire Agreement. This Amendment and the Lease represent the final and entire agreement between Lessor and Lessee regarding the subject matter hereof and thereof, and may not be contradicted by evidence of prior, subsequent, or contemporaneous oral agreements of the Parties.
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4. Modification. No amendment or modification hereto shall be valid and binding unless expressed in writing and executed by both Parties hereto.

5. Authority. Each individual executing this Amendment on behalf of an entity represents and warrants that he or she is duly authorized to execute and deliver this Amendment on its behalf.

6. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Amendment delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Lease.

7. Severability. If any portion of this Amendment is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
[SIGNATURES ON FOLLOWING PAGE]
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Contract No. C40870
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SIGNATURE PAGE FOR FIRST AMENDMENT TO CONTRACT NO. C40870

BETWEEN THE CITY OF PALM DESERT
AND THE PALM SPRINGS ART MUSEUM, INC.

IN WITNESS WHEREOF, the Parties have entered into this Second Amendment to the Lease Agreement as of the day and year first above written.

CITY OF PALM DESERT
By:

Chris Escobedo
City Manager
ATTEST:

By:

Anthony J. Mejia
City Clerk
APPROVED AS TO FORM:

By:

Best Best & Krieger LLP
City Attorney
PALM SPRINGS ART MUSEUM, INC.

By:

Its:

Printed Name:

By:

Its:

Printed Name:
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CllY Of P Al M
73-5 IO FRED WARING DRIVE
March 18, 2021
David A. Darrin, Esq.

PALM DESERT, CALIFORNIA 92260-25 78
TEL: 760 346-06II
[email protected]
Schlecht, Shevlin & Shoenberger, ALC
801 E. Tahquitz Canyon Way, Suite 100
Palm Springs, California 92262
Dear Mr. Darrin:

Subject: Contract No. C40870 - New Lease Between the City of Palm Desert and Palm Springs Art Museum for the Faye Sarkowsky Sculpture Garden Located at the Entrada del Paseo
At its regular meeting of January 14, 2021, the Palm Desert City Council, by Minute Motion, authorized the Mayor to enter into a new lease agreement with the Palm Springs Art Museum (PSAM), related to parcel 640-370-011, also referred to as the Faye Sarkowsky Sculpture Garden located at the Entrada del Paseo site.

Enclosed is a fully executed original Lease Agreement for your records. If you have questions or require additional information, please do not hesitate to contact us.

Sincerely,
~AU- l-~
GRACEL.ROCHA,CMC

ACTING CITY CLERK
GLR/mgs
Enclosure (as noted)
cc/enc: Amy Lawrence, Management Analyst
Finance Department

OPRINUDONRECYCLEDPAPER
177
CONTRACT NO. C40870
LEASE

1. Basic Provisions ("Basic Provisions").
1 1.1 Parties. This Lease ("Lease"), dated January 14 , 202m for reference purposes only, is entered into by and between the CITY OF PALM DESERT, a public body, corporate and politic ("Lessor") and the PALM SPRINGS ART MUSEUM, INC., a California nonprofit public benefit corporation ("Lessee") (collectively the "Parties," or individpally a "Party").

1.2 Premis~s. A portion of that certain land commonly known as 72-567 Highway 111, Palm Desert, CA 92260, and located in the County of Riverside, State of California, consisting of APN 640-370-001 ("Sculpture Garden"), and more particularly described on Exhibit "A" and Exhibit "A-1" (site plan) attached hereto ("Premises").

1.3 Non-Exclusive Use Areas. That certain land and all improvements thereon (collectively, the "Non-Exclusive Use Areas"), adjacent to and/or near the Premises, comprising the following parcel: a. APN 640-370-008 ("Carriage Lane"); and b. Parking spaces located on APN 640-370-009 ("Lot 9"), APN 640-370-01 O ("Lot 1 O"), and APN 640-370-011 ("Lot 11 ") (collectively, the "Parking Spaces"). Said Non-Exclusive Use Areas are more particularly described on Exhibit "A" and Exhibits "A-1", "A-2", and "A-3" (site plan, parcel map, and aerial map) attached hereto. In the event there is any conflict between Exhibits A-1, A-2, and A-3, Exhibit A-2 (parcel map) shall govern.

1.4 Term.
(a) The initial term of this Lease shall be for approximately five (5) years ("Initial Term"), commencing onJanuary 14 , 202!ll("Commencement Date") and ending on November 1, 2025 ("Expiration Date"). Subject to paragraph (b) below, Lessee shall have the option to extend the Term (the "Renewal Options") for three (3) successive five (5) year periods (the "Renewal Terms") on the same terms and conditions as set forth herein. Each Renewal Option may be exercised only by giving written notice of exercise of the Renewal Option ("Option Notice") to Landlord at least ninety (90) days (but not more than 150 days) before the Expiration Date or the expiration of the Renewal Term then in effect, as applicable.
· (b) Notwithstanding the foregoing, Lessor may, subject to the · provisions below, terminate the Lease by delivering to Lessee a written notice of termination thereof ("Termination Notice") providing a minimum of 180 days' advance notice to Lessee. However, in the event bf Lessor's termination of the Lease term prior to November 1, 2040 (i.e., the lease term with all available options), Lessor shall reimburse Lessee for the actual costs of relocation of all of the sculptures located on the Premises (including also the four sculptures located on the Main Building Property as defined below) by a professional fine art moving specialist to another location to be determined within. the sole and exclusive discretion of Lessee. Lessor shall pay such Relocation Costs within sixty (60) days of receipt of invoices and/or such other documentation as to the amount of the relocation costs as reasonably requested by Lessor. Notwithstanding anything to the contrary herein, in no event shall the charges 1 Initials~
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from Lessee to Lessor for relocation of the sculptures exceed $200,000 in the aggregate. In addition, and notwithstanding anything to the contrary in this Lease, Lessor shall be financially responsible for any remediation work to the Premises upon removal of the sculptures.

1.5 Base Rent. $1.00 per year ("Base. Rent"), payable on November 1, 2020 and continuing thereafter on the first day of each November during the term of this lease.

1.6 Agreed Use. The operation and maintenance of a sculpture garden to be generally available for public use and enjoyment.

1.7 Lessee's Work. Prior to commencement of tenant improvements, if any, Lessor and Lessee shall agree in writing as to the extent of permissible tenant improvements (the "Lessee's Work"). 2. Premises.

2.1 Letting.
(a) Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease. Lessee acknowledges that the lessee of APN 640-370-004 (the "Main Building Property" and the lessee thereof the "Main Building Lessee") may request from time to time to use the Premises on an exclusive basis in connection with a party or other special event to be held at the Main Building Property. Any request for the exclusive use of the Premises for a party or other special event by the Main Building Lessee shall be made to the Lessee not less than twenty-one (21) days prior to the proposed date of exclusive use, and shall be subject to the written consent of the Lessee, which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting Lessee's rights to establish additional reasonable standards for the use of the Premises, the Main Building Lessee shall in all cases maintain adequate insurance covering potential damage to the Sculpture Garden to the art on the Sculpture Garden as well as to ensure a prompt cleanup after any such party or special event. · (b) Additionally, Lessorhereby grants to Lessee a nonexclusive license to use Nonexclusive Use Areas in a manner complementary to Agreed Use of the Premises, and subject to conditions and approvals required herein, as follows: (a) Carriage Lane.

Lessee shall manage and supervise the use of Carriage Lane jointly with the Main Building Lessee. Any request for the exclusive use of Carriage Lane for a special event by either the Lessee or the Main Building Lessee shall be made to the other party not less than twenty-one (21) days prior to the proposed date of exclusive use, and shall be subject to the written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Parking Spaces. The parking spaces in the Nonexclusive Use Area shall be for the nonexclusive use of Lessee and its guests, subject to any exclusiveuse rights granted by Lessor to other persons or entities. (c) Lessor agrees to restrict vehicular access at both ends of Carriage Lane, with access available only to Lessor, the fire department, the police department, the Main Building Lessee and Lessee as approved by the Fire Marshall and City Engineer. It is intended that Carriage Lane will be used, except in limited circumstances, solely for pedestrians. 2 tnitia~
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(c) Additionally, Lessor hereby grants to Lessee a license to enter on to the Main Building Property for the purpose of cleaning and maintaining the four sculptures located thereon as of the date of this Lease.

2.2 Condition; Compliance with Laws. Lessee shall lease the Premises in their "ASIS" condition, without representation or warranty, express or implied, and Lessee hereby , acknowledges that in no event shall Lessor be obligated to make any alterations, repairs or improvements to the Premises, except as otherwise provided herein.

Lessee has made such investigation as it deems necessary with refe~ence to such matters and assumes all responsibility therefor. In addition, Lessee hereby expressly acknowledges that Lessee has had full opportunity to inspect the Premises (including, without limitation the presence/absence of hazardous materials, the condition of fixtures and equipment, and whether the improvements comply with law). Lessor hereby agrees to make any changes to the Premises required by existing laws or by amendments to existing laws or by new laws. ?

2.3 Sculpture Garden, Carriage Lane and Parking Spaces. Lessee shall - be responsible for transportation, installation, and removal of sculptures; however, in addition to Lessee's rights for r~location expenses in the event of an early termination of this Lease by Lessor under Paragraph 1.4(b) or elsewhere, Lessor shall on an annual basis reimburse Lessee all reasonable costs in connection with the transportation, installation, and removal of sculptures not to exceed $10,000 per annum during the Initial Term and any Renewal Term. Lessee shall be responsible for all cleaning and ongoing maintenance of sculptures, including the four sculptures located on the Main Building Property as of the date of this Lease. Lessor shall be responsible for all landscaping, landscape and other maintenance, cleaning and trash removal, irrigation and other related expenses to maintain the Sculpture Garden,. Carriage Lane and Parking Spaces at no less than their current level of maintenance quality and to maintain the roads and parking areas surrounding the Premises.

Lessor and Lessee shall cooperate in the selection and approval of sculptures to be placed in the Sculpture Garden, but the final determination of the selection of sculptures shall be made by Lessee, provided that no sculpture shall be placed on the Premises that is likely to cause substantial controversy in the community. Placement of the sculptures will be determined in cooperation between Lessee and Lessor. Lessee shall have the right to nominate representatives for one seat on Lessor's City Marketing Committee and one seat on Lessor's Art in Public Places Commission during the initial and any extended term(s) hereof. Appointment of nominees to the commissions shall be at sole discretion of Lessor's City Council. Inasmuch as copyright(s) for the sculptures to be placed in the Sculpture Garden belongs, in most cases, to the respective artists, use of any visual images of such works by Lessor must be approved by the Lessee and copyright approval(s) must be obtained from the respective artist(s). Lessor: shall be responsible to insure all sculptures at the Sculpture Garden and on the Main Building Property against loss, damage or theft in such amounts as are reported by Lessee to Lessor, and determined to be reasonable and appropriate by Lessor and Lessee, but in no event less than the aggregate fair market value of all sculptures nor more than $20,000,000 or such greater amount as may be subsequently agreed upon by the parties. Lessor shall make no material change in the Sculpture Garden during the initial or any extended term(s) hereof without the prior written consent of Lessee, which shall not unreasonably be withheld.
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3. Possession. Lessor shall not be required to deliver possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of insurance under Paragraph 6, but such failure to provide evidence of insurance shall not extend or delay the Commencement Date. ,

4. Use.

4.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of or . causes damage to neighboring premises or properties.

4.2 Hazardous Substances.
(a) Definitions. The term "Hazardous Substance" as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but not, be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, byproducts or fractions thereof. "Reportable Use" shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties. (b) Use Requires Consent. Lessee shall not engage in any activity in or on the Premises, which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee's expense) with all Applicable Requirements. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor ma_y condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements):
(c) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, 4 lniti~
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claim or other documentation which it has concerning the presence of such Hazardous Substance.
(d) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, comply with all Applicable Requirements and take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee, or any third party.
(e) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys' and consultants' fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, howe,ver, that Lessee shall have no liability under this Lease wjth respect to underground migration of any Hazardous Substance under the Premises from adjacent properties not caused or contributed to by Lessee). Lessee's obligations shall include, but not be limited to, the effects of any contamination or· injury to person,· property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement
(f) Investigations and Remediations. Less!3e shall have the responsibility to pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the· existence of Hazardous Substances on the Premises as a result of Le~see's use (including the Lessee's Work and the "Alterations", as defined in Paragraph 5.3(a) below) of the Premises.
(g) Lease Continuation. If a Hazardous Substance Condition (see Paragraph 7.1 (e)) occurs during the term of this Lease, Lessee shall investigate and remediate it as required by the Applicable Requirements and this Lease shall continue in full force and effect.

4.3 Inspection; Compliance. Lessor and Lessor's consultants shall have the right to enter into Premises at any time for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see Paragraph 4.2) is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority.

5. Maintenance; Repairs; and Alterations.

5.1 Lessee's Obligations.
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(a) In General. Subject to the provisions of this Paragraphs 2.3 (Sculpture Garden), Paragraph 5.1 (Lessee's Obligations), 5.2 (Lessor's Obligations), 7 (Damage or Destruction), and 12 (Condemnation), Lessee shall comply with the specific lease terms and conditions (Exhibit "B"), at Lessee's sole expense, and keep the Premises, and Lessee's Work and Alterations in good order, condition and repair. (b) Failure to Perform. If Lessee fails to perform Lessee's obligations under this Paragraph 5.1, Lessor may enter upon the Premises after 30 days' prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perform such obligations on Lessee's behalf, and put the Premises in good order, condition and repair, and .Lessee shall promptly pay to Lessor a sum equal to 115% of the cost thereof.

5.2 Lessor's Obligations. Subject to the provisions of Paragraphs 2.3 (Sculpture Garden), 5.1 (Lessee's Obligations), 5.2 (Lessor's Obligations), 7 (Damage or Destruction) and 12 (Condemnation), and except as otherwise provided herein, Lessor shall keep and maintain the Premises in good order, condition and repair. Lessor shall have the obligation to maintain and when necessary replace, at its cost and expense, the roadways, parkways, pathways, and sidewalks. It shall also be the obligation of Lessor to maintain on a regular basis as needed the Nonexclusive Use Areas. Lessee shall reasonably cooperate in that maintenance and shall timely report to Lessor any circumstances requiring attention. It is the intention of the Parties that the terms of this Lease govern the respective obligations of the Parties as to maintenance and. repair of the Premises, and they expressly waive the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease.

5.3 Alterations.
(a) Definitions. The term "Alterations" shall mean any modification of the improvements, whether by addition or deletion, and includes placement of art, statuary or other alterations on the Premises. "Lessee Owned Alterations" are defined as Alterations made by Lessee that are not yet owned by Lessor pursuant to Paragraph

5.4(a). ·
(b) Consent. Lessee shall not make any Alterations to the Premises or Non-Exclusive Use Areas without Lessor's prior written consent. Any Alterations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee's: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. The Lessee's Work shall commence and be completed only upon satisfaction of the conditions in (i), (ii) and (iii) above. Any Alterations shall be performed in a workmanlike manner with good and sufficient materials.

Lessee shall promptly upon completion furnish Lessor with as-built plans and specifications. Lessor may condition its consent upon Lessee providing a completion bond in an amount equal to 150% of the estimated cost of such Alteration. 6 lniti~
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5.4 Ownership; Removal; Surrender; and Restoration.
(a) Ownership. Subject to Lessor's right to require removal or elect ownership as hereinafter provided, all Alterations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations. Unless otherwise instructed per Paragraph 5.4(b) hereof, all Lessee Owned Alterations shall, at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises. However, notwithstanding anything to the contrary in this Lease, all art, statuary, and electronic equipment owned, leased, borrowed or controlled by Lessee shall at all times be and remain the sole property of Lessee. Lessee shall also retain ownership of the name "The Galen" and "Faye Sarkowsky Sculpture Garden", which, upon termination of the Lease, shall remain associated with the Premises only upon mutual agreement of the Parties. '
(b) Removal. Subject to Lessor's payment obligations relating to relocation of the art and/or sculptures under Paragraph 1.4(b), by delivery to Lessee of written notice from Lessor not later than six months prior to the end of the term of this Lease (as it may be extended), Lessor may require that any or all Lessee Owned Alterations be removed by the expiration or termination of this Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations made without the required consent, with it being understood that all existing art, statuary, or other alternations on the Premises have been approved by Lessor. (c) Surrender; Restoration. Lessee shall surrender the Premises and Non-exclusive Use Areas by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioration that would have been prevented by good maintenance practice. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Lessee owned Alterations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Premises) even if such removal would require Lessee to perform or pay for work that exceeds statutory requirements. Any personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 5.4(c) without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 22 below.

6. Insurance; Indemnity.

6.1 Liability Insurance.
(a) Premises - Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor as an 7 lnitia~
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additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $2,000,000 per occurrence with an annual aggregate of not less than $10,000,000,,an "Additional Insured-Managers or Lessors of Premises Endorsement".

The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an "insured contract" for the performance of Lessee's indemnity obligations under this Lease.

The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. The policy must provide for the payment of defense costs in addition to the coverage amounts stated therein. All insurance carried by Lessee shall be. primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only. The certificate of insurance and additional insured endorsement is subject to approval of Lessor, which approval shall not be unreasonably withheld.
(b) Premises - Carried by Lessor. Lessor may maintain, at its sole cost and expense, liability insurance as described in Paragraph 6.1 (a), in addition to, and not in lieu of, the insurance ~equired to be maintained by Lessee. Lessee shall not be named as an additional insured therein.
(c) Nonexclusive Use Areas-Carried by Lessor. Lessor shall obtain and keep in force an insurance program equivalent to a Commercial General Liability policy of insurance protecting Lessor and Lessee as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the owner?hip, use, occupancy or maintenance of the Nonexclusive Use Areas. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $2,000,000 per occurrence with an annual aggregate of not less than $10,000,000, an "Additional InsuredManagers or Lessors of Premises Endorsement". The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an "insured contract" for the performance of Lessor's obligations under this Lease. The limits of said in~urance shall not, however, limit the liability of Lessor nor relieve Lessor of any obligation hereunder. The policy must provide for the payment df defense costs in addition to the coverage amounts stated therein. All insurance carried by Lessor shall be primary to and not contributory with any similar insurance carried by Lessee, whose insurance shall be considered excess insurance only. The certificate of insurance and additional insured endorsement, or equivalent, is subject to approval of Lessee, which approval shall not be unreasonably withheld.
(d) Nonexclusive Use Areas -Carried by Lessee. Lessee may maintain, at its sole cost and expense, liability insurance as described in Paragraph 6.1 (c), in addition to, and not in lieu of, the insurance required to be maintained by Lessor. Lessor shall not be named as an additional insured therein.

6.2 Property Insurance - Improvements. Lessor shall obtain and keep in force a policy or policies in the name of Lessor, with loss payable to Lessor, except to the extent coverage is required to be provided by Lessee below, covering the Premises, the Nonexclusive Use Areas and the statuary located on the Main Building Property. The amount of such insurance shall be 8 Initial
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equal to the full replacement cost of the Premises and any statuary located on the Premises and the Main Building Property, as the same shall exist from time to time, but in no event more than the commercially reasonable and available insurable value of the statuary to a maximum of $20,000,000,, with a deductible of not to exceed $5,000. Lessee Owned Alterations and Lessee's personal property shall be insured by Lessee under Paragraph 6.3. If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss, theft, vandalism, or other damage including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss.

Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deductible clause, Lessee shall be liable for such deductible amount in the event of an Insured Loss caused by Lessee or Lessee's employees, agents, customers, or invitees.

6.3 Lessee's Prop~rty.
( (a) Property Damage. Lessee shall obtain and maintain· insurance coverage on all of Lessee's personal property and Lessee Owned Alterations (excluding the statuary located on the Premises or on the Main Building Property). Such insurance shall be full replacement cost coverage with a deductible of not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property and Lessee Owned Alterations and Utility Installations.

Lessee shall provide Lessor with written evidence that such insurance is in force. (b) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee's property, business operations or obligations under this Lease.

6.4 Insurance Policies. Insurance required of Lessee herein shall be by companies duly licensed or admitted to transact business in the state where the Premises are located, and maintaining during the policy term a "General Policyholders Rating" of at least B+, V, as set forth in the most current issue of "Best's Insurance Guide", or such other rating as may be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Commencement Date, deliver to Lessor certified copies of policies of such insurance or certificates evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after 30 days prior written notice to Lessor. Lessee shall, at least 30 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or "insurance binders" evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand.

Such policies shall be for a term of at least one (1) year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and 9 186
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maintain the same. Insurance requirements shall be reviewed every three years to ensure that all coverages are commercially reasonable.

6.5 Waiver of Subrogation. Without affecting any other rights or remedies, and unless otherwise required herein, Lessee and Lessor each hereby release and relieve the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein. The effect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee, as the case may be.

6.6 Indemnity. Except for Lessor's negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor's master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens, judgments, penalties, attorneys' and consultants' fees, expenses and/or liabilities arising out of, involving, or in connection with, the use and/or occupancy of the Premises by Lessee. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be defended or indemnified.

6.7 Exemption of Lessor from Liability. Lessor shall not ·be liable for injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee's employees, contractors, invitees, customers, donors, or any other person at the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the real property of which the Premises are a part, or from other sources or places, and whether caused by Lessor's active negligence', passive negligence, or failure to perform its maintenance obligations. Notwithstanding Lessor's negligence or breach of this Lease, Lessor shall under no circumstances be liable for injury to Lessee's business or for any loss of income or profit therefrom.

7. Damage or Destruction.

7.1 Definitions.
(a) "Premises Partial Damage" shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations, which can reasonably be repaired in six (6) months or less from the date of the damage or destruction. Lessor shall notify Lessee in writing within thirty (30) days from the date of the damage or destruction as to whether or not the damage is Partial or Total. (b) "Premises Total Destruction" shall mean damage or destruction to the Premises, other than Lessee Owned Alterations, which cannot reasonably be repaired in 6 months or less from the date of the damage or destruction. Lessor shall 10 Initials~
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notify Lessee in writing within thirty (30) days from the date of the damage or destruction as to whether or not the. damage is Partial or Total.
(c) "Insured Loss"shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations, which was caused by an event required to be covered by the insurance described in Paragraph 6.2, irrespective of any deductible amounts or coverage limits involved.
(d) "Replacement Cost" shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to their condition existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of Applicable Requirements, and without deduction for depreciation. (e) "Hazard9us Substance Condition" shall mean the occurrence or discovery of a condition involving the presence of, or a contamination by, a Hazardous Substance as defined in Paragraph 4.2(a), in, on, or under the Premises which requires repair, remediation, or restoration.

7.2 Partial Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such damage (but not Lessee's Lessee Owned Alterations) as soon as reasonably possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor's election, make the repair of any damage or destruction the total cost to repair of which is $10,000 or less, and; in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, Lessor shall promptly contribute the shortage in proceeds (except as to the deductible which is Lessee's responsibility) as and when required to complete said repairs. In the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover sam.e, or adequate assurance thereof, within ten (10) days following receipt of written notice of such shortage and request therefor. If Lessor receives said funds or ciidequate assurance thereof within said ten (10) day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within ten (10) days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (ii) have this Lease terminate thirty (30) days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruc~ion. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 7.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party.

7.3 Partial Damage - Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or willful act of Lessee (in which event 11 188
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Lessee shall make the repairs at Lessee's expense), Lessor may either: (i) repair such damage as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within thirty (30) days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall be effective sixty (60) days following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee shall have the right within ten (10) days after receipt of the termination notice to give written notice to Lessor of Lessee's commitment to pay for the repair of such damage without reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within thirty (30) days after making such commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available. If Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the termination notice.

7.4 Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate sixty (60) days following such Destruction. If the damage or destruction was caused by the negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessor's damages from Lessee, except to the extent actually covered by insurance. 7 .5 Lessee's Remedies. If Lessor shall be obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair or restoration within ninety (90) days after such obligation shall accrue, Lessee may, at any tifT]e prior to the commencement of such repair or restoration, give written notice to Lessor a'nd to any Lenders of which Lessee has actual notice, of Lessee's election to terminate this Lease on a date not less than sixty (60) days following the giving of such notice. If Lessee gives such notice and such repair or restoration is not commenced within thirty (30) days thereafter, this Lease shall terminate as of the date specified in said notice. If the repair or restoration is commenced within such thirty (30) days, this Lease shall continue in full force and effect. "Commence" shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs.

8. Taxes. Unless Lessee is exempt from such taxes, Lessee shall pay, prior to delinquency, all possessory interest taxes assessed on Lessee's interest under this Lease, taxes assessed against and levied upon Lessee Owned Alterations, furnishings, equipment and all personal property of Lessee. When possible, Lessee shall cause its Lessee Owned Alterations, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee's said property shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee's property within ten (10) days after receipt of a written statement setting forth the taxes applicable to Lessee's property. Lessee is currently a tax-exempt entity.

9. Utilities and Services. Lessee shall pay for all domestic water, gas, heat, light, power, telephone, trash disposal and other utilities and services supplied to the Premises, together with any taxes thereon. If any such services are not separately metered or billed to Lessee, Lessee shall pay a reasonable prog:e 12 lniti Is
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determined by Lessor, of all charges jointly metered or billed. Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor's reasonable control or in cooperation wfth governmental request or directions.

10. Assignment and Subletting.

10.1 Lessor's Consent Required.
(a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, "assign or assignment") or sublet all or any part of_ Lessee's interest in this Lease or in the Premises without Lessor's prior written consent, which may be withheld in Lessor's sole and absolute discretion. (b) An assignment or subletting without consent shall, at Lessor's option, be a Default curable after notice per Paragraph 11.1 (c), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may terminate this Lease.

11. Default; Breach; Remedies.

11.1 Default; Breach. A "Default" is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A "Breach" is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period:
(a) The failure of Lessee to remain open to the public and to maintain sculptures on the Premises as required by the Agreed Use. (b) The vacating of the Premises without providing a commercially reasonable level of security, or where the coverage of the property insurance described in Paragraph 6.2 is jeopardized as a result thereof.
(c) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the rescission of an unauthorized assignment or subletting, (iii) an Estoppel Certificate, (iv) a requested subordination, (v) any material documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period of thirty (30) days following written notice to Lessee.
(d) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or other than those described in subparagraphs 11.1 (a), or (b), above, where such Default continues for a period of thirty (30) days after written notice; provided, however, that if the nature of L~ssee's Default is such that more than thirty (30) days are reasonably required for its cure, then it shall not be tleemed to be a Breach if Lessee commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion.
13 lnitig,
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(e) The occurrence of any of the following events: (i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a ."debtor" as defined in 11 U.S.C. §101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where possession is not restored to Lessee within thirty (30) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where such seizure is not discharged within thirty (30) days; provided, however, in the ev.ent that any provision of this subparagraph (d) is contrary to any applicable law, such provision shall be of no force· or effect, and not affect the validity of the remaining provisions.

11.2 Remedies. If Lessee fails to perform any of its affirmative duties or obligations, within thirty (30) days after written notice (or in case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee's behalf, including but not limited to the obtaining of. reasonably required bonds, insurance poHcies, or governmental licenses, permits or approvals. Lessee shall pay to Lessor an amount equal to 115% of the costs and expenses incurred by Lessor in such performance upon receipt of ah invoice therefor. In the event of a Breach, Lessor may, with or without further notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach:
(a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys' fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover damages. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 11.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawfu I detainer ::atute shall also constitute the noti;5qu ired Initial~
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by Paragraph 11.1. In such case, the applicable grace period required by Paragraph 11.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute. ·
(b) Continue the Lease and Lessee's right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor's interests, shall not constitute a termination of the Lessee's right to possession .
. ( c) Pursue any other remedy now or hereafter available under the laws · or judicial decisions of the state wherein the Premises are located. The expiration or termination of this Lease and/or the termination of Lessee's right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee's occupancy of the Premises.

11.3 Interest. Any monetary payment due Lessor hereunder, charges, not received by Lessor, when due, shall bear interest from the date when due, as to scheduled payments, or the 31st day after it was due as to non-scheduled payments. The interest ("Interest") charged shall be computed at the rate of ten percent (10%) per annum but shall not exceed the maximum rate allowed by law.

11.4 Breach by Lessor. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than thirty (30) days after receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor's obligation is such that more than thirty (30) days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such thirty (30) day period and thereafter diligently pursued to completion.

12. Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said po"lll(er (collectively "Condemnation"), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever first occurs. If more than 25% of that portion of the Premises is taken by Condemnation, Lessee m-ay, at Lessee's option, to be exercised in writing within ten (10) days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within ten (10) days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by _such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be 15 lniti~
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made as compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation for Lessee's relocation expenses and/or loss of business goodwill, without regard to whether or not this Lease. is terminated pursuant to the provisions of this Paragraph. All Alterations made to the Premises by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation.

13. Representations and Indemnities of Broker Relationships. Lessee and Lessor each represent and warrant to the other that it has had no dealings with any real estate broker, salesperson or finder .in connection with this Lease. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such broker, salesperson, finder or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attorneys' fees reasonably incurred with respect thereto. ·

14. Estoppel Certificates. If Lessor desires to finance, refinance,· or ·sell the Premises, or any part thereof, Lessee shall deliver to any· potential lender or purchaser designated by Lessor , such estoppel statement and financial statements as may be reasonably required by such lender or purchaser.

15. Definition of Lessor. The term "Lessor" as used herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, if this is a sublease, of the Lessee's interest in the prior lease. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined.

16. Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof.

17. Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Lease shall mean and refer to calendar days.

18. Limitation on Liability. The obligations of Lessor and Lessee under this Lease shall not constitute personal obligations of Lessor or Lessee or its board members, directors, officers or employees. Lessee shall look to the Premises, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor's board members, directors, officers or employees, or any of their personal assets for such satisfaction. ·

19. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter mentioned herein, 16 193
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and no other prior or contemporaneous agreement or understanding shall be effective.

20. Notices.

20.1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, and shall be deemed_ sufficiently given if served in a manner specified in this Paragraph. The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of notices. Either Party may by written notice to the other specify a different address for notice, except that upon Lessee's taking p()ssession of the Premises, the Premises shall constitute Lessee's address for notice. A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing.

20.2 Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given 48 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantee next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices transmitted by facsimile transmission or similar means shall be deemed delivered upon telephone confirmation of receipt (confirmation report from · fax machine is sufficient), provided a copy is also delivered via delivery or mail. If notice is receive<;! on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.

21. Waivers. No waiver by Lessor of the Default or Breach of any term, covenant or cond.ition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition hereof. Lessor's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be ofno force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit of such. payment.

22. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease.

Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee.
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23. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

24. Covenants and Conditions; Construction of Agreement. All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

25., Binding Effect; Choice of Law. This Lease shall be binding upon the Parties, their personal representatives, successors and assigns and be governed by the laws of the State of California. Any litigation between the Parties hereto cqncerning this Lease shall be initiated in Riverside County. '

26. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE

RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.

27. Attorneys' Fees. If any Party brings an action or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, "Prevailing Party" shall include, without limitation, a Party who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party of its claim or defense. The attorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred. In addition, Lessor shall be entitled to attorneys' fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach ($200 is a reasonable minimum per occurrence for such services and consultation).

28. Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable five days prior notice for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect to Lessee's use of the Premises. All such activities shall be without abatement of rent or liability to Lessee.

29. Signs. All exterior and off-premises signage shall require prior approval by Lessor. 18 195
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30. Termination; Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies.

Lessor's failure within ten (10) days following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor's election to have such event constitute the termination of such interest.

31. Consents. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expenses (including but not limited to architects', attorneys', engineers' and other consultants' fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor. ,Lessor's consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such con,sent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated iri writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor's consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within ten (10) business days following such request.

32. Quiet Possession. Subject to performance by Lessee of all of the covenants, conditions and provisions on Lessee's part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof.

33. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties.

34. Reservations. Lessor reserves to itself the right, from time to time, to grant, without the
consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, and to cause the recordation of parcel maps and restrictions, so long as such easements, rights, dedications, maps and restrictions do not conflict with any of the provisions of this lease or unreasonably interfere with Lessee's use of the Premises.

Lessee agrees to sign any documents reasonably requested by Lessor to effectuate any such easement rights, dedication, map or restrictions. · 19 196
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35. Performance Under Protest. If at any time a dispute shall arise as to any amount or
sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment "under protest" and such payment shall not be regarded as a voluntary payment and there shall' survive the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof,' said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay.

36. Authority; Multiple Parties; Execution.
(a) Each individua,I executing this Lease on behalf of Lessee represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf, and Lessee shall deliver to the Lessor satisfactory evidence of such authority. (b) This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

37. Amendments. This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification. As long as they do not materially change Lessee's obligations hereunder, Lessee agrees to make such reasonable non-monetary modifications to this Lease as may be reasonably required by a Lender in connection with . the obtaining of normal financing or refinancing of the Premises.

38. Americans with Disabilities Act. Since compliance with the Americans with Disabilities Act (ADA) is dependent upon Lessee's specific use of the Premises, Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the event that Lessee's use of the Premises requires modifications or additions to the Premises in order to be in ADA compliance, Lessee ·agrees to make any such necessary modifications and/or additions at Lessee's expense.

39. Nondiscrimination. The Lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions:

That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the Lessee himself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased. 20 Initial~·
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40. Memorandum of Lease. Upon written request by Lessor, Lessee shall execute, acknowledge and return to Lessor for recording Memorandum of Lease evidencing this Lease.

ATTENTION: LESSEE SHOULD RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. · SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE

PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE. [Signatures on Following Page]
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The parties hereto have executed this Lease on the dates set forth opposite their respective signatures below.

Dated: 2 · /Cf' 2 /
Approved as to Form:
' I
LESSEE:

PALM SPRINGS ART MUSEUM, INC., a
California nonprofit public benefit
corporation
Title: Executive ni rech'}r and CEO
Palm Springs Art Museum
LESSOR:

CITY OF PALM DESERT,
a California municipal corporation
,j) i~
By:_(~~~~~~
Name: Kathleen UKell~ --------~---
Title: Mayor ---~---------
Attest

CITY CLERK
By:. ~c-w- l-~
GracL Mendoza, Acting City Clerk~
22 199
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of R, V-R.r'); cLe, }
On '.;;J \o r- VN "L I '.I , l uJ.. / before me, _ __..,_-""-_,_-'-, ..,_'-'-'--'---'-'-.:......,..,--'-'-"-'--'-----"=+--"-'---"----'-----''--~C.-.:..,,...-"'--'-'-'--- t I Date Here Insert Name an personally appeared ____ L_o_\..,\._'-~~-P~A-_<A.~I _G,_,_r~A~.Q.,~~~0-S ..... · ____________ _ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(5j'whose name~is/are-subscribed to the within instrument and acknowledged to me that he/sl<l'e/ttrey executed the same in his/Ref/their authorized capacity{ies), and that by his/Mer/.tneir signature(s/ on the instrument the person(sj; or the entity upon behalf of which the perso~ acted, executed the instrument. -eeee~
LETISIA G. DIAZ
Notary Public -~z
Riverside County l;
Commission # 2294795 ~
My Comm. Expires Jun 25, 2023
I certify under PENAL TY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

WITNESS my hand and official seal.

Place Notary Seal and/or Stamp Above
SignatureJ..£,L,/4 /j /) ( ~?c
Signature of Notary Pubic

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: ___________________________ _ Document Date: _____________________ Number of Pages: ____ _ Sigher(s) Other Than Named Above: _______________________ _ Capacity(ies) Claimed by Signer(s)
Signer's Name: ____________ _ Signer's Name:
□ Corporate Officer - Title(s): _______ _ □ Corporate Officer - Title(s): ______ _ □ Partner - □ Limited □ General □ Partner - □ Limited □ General □ Individual □ Attorney in Fact □ Individual □ Attorney in Fact □ Trustee □ Guardian or Conservator □ Trustee □ Guardian or Conservator □ Other: □ Other:

Signer is Representing: _________ _ Signer is Representing: _________ _ ©2018 National Notary Association
200
CONTRACT NO. C40870
Exhibit "A"

LEGAL DESCRIPTION OF THE

LAND COMPRISING PART OF THE PREMISES
Parcel 1 of Parcel Map No. 30226, in the City of Palm Desert, County of Riverside, State of California as per map filed in Book 203, Pages 16 to 19 inclusive of Parcel Maps in the office of the County Recorder of said county. APN: 640-370-001 23 201
Exhibit A-1 Site Plan
202
,.
o·
6403!7{iO1'.8'
"~•~l~~i1@ ""·, - -
Exhibit A-2 Parcel Map
/~ C{;fj)
Date: 2020
203
Exhibit A-3 Aerial Map
Date: 2020
204
J'
CONTRACT NO. C40870
Exhibit "B"

SPECIFIC LEASE TERMS AND CONDITIONS

CITY OF PALM DESERT, LESSOR
PALM SPRINGS ART MUSEUM, INC., LESSEE

1. Operating Expenses/CAM Charges: Lessee's share of operating and maintenance expenses shall be payable by Lessee on either a monthly or annual basis. The Common Area Maintenance (CAM) charges will be seven percent (7%) of the total operating and maintenance expenses relating to APNs 640-370-001, 640-370-002,, 640-370-008, 640-370-009, 640-370-010 and 640-370-011. CAM charges consist of landscaping GOsts, water, electricity and parking lot sweeping, the monthly charges shall be estimated arid adjusted (on the same pro rata basis) on an annual basis beginning on July {st of each year. _· ·

2. Site Modifications: Subject to the provisions of the Lease dealing with Lessor's consent and _Les$ee's rights, any and all modifications to the Premises by Lessee·are subject to. review and approval of Lessor prior to any modification taking place, which approval will not be unreasonably withheld.

3. City of Palm Desert Smoke Free Ordinance: The City of Palm Desert Ordinance No. 1007 prohibits smoking within certain public areas in the City of Palm Desert; indicated specifically by Section (B) Paragraph 3 (c) and Section· (B) Paragraph 2. The Ordinance prohibits smoking within ·the office areas, conferenc·e rooms, atrium and forty (40) feet from the entrances and exits of the building. The Ordinance was approved and adopted on October 25, 2001 by the City Council-of the City of Palm Desert.

4. Recycling: Per AB939, the City of Palm Desert is required to divert its waste from the landfill and implement diversion programs. In order to rrieet this mandate, the City, all City owned facilities, and :contractors performing ·work for-the City, are required to participate in recycling programs that relate to the business activity as well as recyciing of other materials banned from landfills, (e.g. chemicals, batteries, electronic waste, construction and demo_litipr, waste, bottles, cans, paper, p\astic, ._etc.) Therefore, the Lessee. agrees to participate in the City ;of Palm Desert's recycling programs, (office recycling, household hazardous waste, etc.). Th.13 City shall.'provide recycling containers and education of staff/employee~. · · · · ·

5. Business Related Expenses: It will be the Lessee's responsibility and expense to obtain any and all required licenses,· permits, etc., relating to the operation of their business.

6. Real Property Taxes: Both Lessor and Lessee are· property tax exempt entities. However, any real estate taxes -or assessments which are assessed against the Premises, if any, are the r~sponsibility of Lessee for payment

7. Lessor to maintain all .exterior landscaping and related. irrigations systems on Premises and Nonexclusive Use Areas. · · · ·· ' · · · · ·

8. Lessee to reimburse Lessor for property insurance deductibles when damage to the Premises was caused by Lessee clients, customers, donors,• etc.

Lessee to reimburse Lessor fully for any damage caused by Lessee or-its 27 lni
205
206

CITY OF PALM DESERT

STAFF REPORT
MEETING DATE: April 9, 2026
PREPARED BY: Arlene Arellano, Accountant
Anthony Perez, Accounting Technician
SUBJECT: INTRODUCTION OF AN ORDINANCE ADDING SECTION 5.10.130 TO CHAPTER 5.10 OF THE PALM DESERT MUNICIPAL CODE TO
IMPLEMENT THE SHORT-TERM RENTAL FACILITATOR ACT OF 2025 REGARDING SHORT-TERM RENTAL FACILITATOR REPORTING –

CEQA DETERMINATION
RECOMMENDATION:

1. Find that the adoption of the proposed ordinance is exempt from review under the California Environmental Quality Act (“CEQA”) under CEQA Guidelines Sections 15378 and 15061(b)(3), as set forth herein.

2. Introduce an Ordinance entitled “AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PALM DESERT, CALIFORNIA, ADDING SECTION 5.10.130 TO CHAPTER 5.10 OF

THE PALM DESERT MUNICIPAL CODE TO IMPLEMENT THE SHORT-TERM RENTAL FACILITATOR ACT OF 2025 (SENATE BILL 346) REGARDING SHORT-TERM RENTAL FACILITATOR REPORTING AND MAKING A FINDING OF EXEMPTION UNDER CEQA.” Consistency with Existing City Law
The proposed Section 5.10.130 is fully consistent with and supplements the City’s existing STR regulatory program. It does not alter existing permit requirements, operational standards, zoning restrictions, TOT rates or remittance schedules, or host/operator obligations. It adds a new, parallel layer of facilitator-level accountability to the existing framework, consistent with state law and the City’s long-standing police power to protect residential neighborhoods, ensure equitable tax collection, and safeguard the public health, safety, and welfare.

BACKGROUND/ANALYSIS:

Senate Bill 346 (Durazo, 2025), known as the Short-Term Rental Facilitator Act of 2025 (“STRFA” or “Act”), adds Chapter 4.6 (Government Code sections 50990 through 50996) to state law, providing local agencies with important new enforcement tools to regulate short-term rentals (“STRs”) and collect transient occupancy taxes (“TOT”). The Act requires online platforms such as Airbnb and VRBO (referred to in the Act as “short-term rental facilitators”) to report the physical addresses of STRs operating in a city and to include local permit and tax information in listings, but only after the City adopts an ordinance making the Act applicable within its jurisdiction.

The proposed ordinance adds Section 5.10.130 to Chapter 5.10 of the Palm Desert Municipal Code to invoke the STRFA, require monthly facilitator reporting (consistent with the City’s existing monthly TOT remittance program), establish listing requirements, authorize audits, and 207
City of Palm Desert____________________________________________________________

provide for administrative penalties for non-compliance. Adoption of this ordinance will significantly strengthen the City’s ability to identify unpermitted STRs, verify TOT compliance, and enforce its comprehensive STR regulatory program.

The City’s Existing Short-Term Rental Regulatory Program The City has operated a comprehensive STR regulatory framework under Chapter 5.10 of the Municipal Code for several years. Key features of the existing program include:
• Annual STR permit requirements for all hosts and operators (serving also as the transient occupancy registration permit);
• Zoning and unit-type restrictions limiting STR activity to designated areas; • Operational standards, including 24-hour host availability, noise and occupancy limits, on-site parking, and trash management requirements;
• Permit number display in all advertisements;
• Monthly TOT returns and remittances under Chapter 3.28; • An obligation under Section 5.10.090(R) for hosts and operators to authorize all hosting platforms to share listing and compliance information with the City.

Despite these requirements, it can still be difficult for the City to identify unpermitted STR listings, verify permit display, confirm TOT compliance, and locate responsible parties when violations occur. The STRFA directly addresses these challenges by requiring platforms themselves, rather than owners and operators alone, to cooperate with the City’s compliance program.

Senate Bill 346 -- The Short-Term Rental Facilitator Act of 2025 SB 346 (Durazo) was enacted by the California Legislature in 2025. The Act provides the following key tools for local agencies:
• Reporting Obligation - Upon request by a local agency (made operative by ordinance), a short-term rental facilitator must report the physical address, including the nine-digit ZIP Code, of each STR facilitated within the agency’s jurisdiction. (Gov. Code § 50993(a).) • Monthly Reporting - Where a local agency requires monthly TOT remittance, the Act authorizes monthly reporting. (Gov. Code § 50993(d).) Because Palm Desert requires monthly TOT remittance under Chapter 3.28, monthly reporting is appropriate and legally supported here.
• Additional Identification Information - If the physical address is insufficient to identify a specific STR (e.g., in a multi-unit building), the agency may request the assessor parcel number, listing URL, or unit-specific identification information. (Gov. Code § 50993(b).) • Listing Requirements - Facilitators must include applicable local license or permit numbers and TOT certification information in each STR listing. (Gov. Code § 50994.) • Audit Authority - Where a facilitator collects or remits TOT, the agency may audit the facilitator’s relevant tax records. (Gov. Code § 50995.) • Administrative Penalties - The Act authorizes administrative fines or penalties under Government Code Section 53069.4 for reporting failures. (Gov. Code § 50993(e).) • Non-Preemption - The Act expressly does not preempt local agencies from adopting additional or different STR regulations. (Gov. Code § 50996.) 208
City of Palm Desert____________________________________________________________

The Act is not self-executing. A city must adopt an ordinance to invoke it. Without the proposed ordinance, Palm Desert cannot require facilitators to comply with the Act’s reporting and listing requirements.

The Proposed Ordinance - Section 5.10.130
The proposed ordinance adds Section 5.10.130 to Chapter 5.10 and includes the following provisions:
• Invocation - Formally makes the STRFA applicable within the City, consistent with Government Code Section 50990(b). Incorporates Act definitions and clarifies that the City’s existing Chapter 5.10 definitions control to the extent permitted by state law. • Monthly Reporting - Requires facilitators to report the physical address (including ninedigit ZIP Code) of each STR facilitated in the City during the prior calendar month, by the 20th of the following month. This constitutes the City’s “request” under Government Code Section 50993(a) and is authorized by Section 50993(d) because Palm Desert requires monthly TOT remittance.
• Additional Information - Authorizes the Finance Director to request assessor parcel numbers, listing URLs, and unit-specific identification information when the initial address is insufficient to identify a specific STR.
• Listing Requirements - Requires facilitators to include the City-issued STR permit number and TOT registration or certification in every listing of a Palm Desert STR. • Audit Authority - Authorizes the Finance Director to audit facilitator records related to TOT receipt, including booking details, reservation dates, and applicable deductions. • Penalties – Establishes violations punishable as an infraction and subject to an administrative citation and assessed an administrative fine as established by resolution of the City Council, consistent with Government Code sections 53069.4 and 36900(d).

Each listing that is not reported as required and each day that a violation occurs is a new, separate violation.
• Coordination - Clarifies that the new obligations supplement, and do not replace, existing host/operator obligations under Section 5.10.090(R) to authorize platforms to share information with the City.

Legal Review:

This report has been reviewed by the City Attorney’s Office.

Environmental Review:

Adoption of the proposed ordinance is exempt from the California Environmental Quality Act (“CEQA”) (Public Resources Code § 21000 et seq.) and the CEQA Guidelines (14 Cal. Code Regs. § 15000 et seq.) on two independent grounds.

First, the ordinance is not a “Project” under CEQA (CEQA Guidelines Section 15378(b)(5)). The ordinance is an organizational or administrative activity of government that will not result in direct or indirect physical changes in the environment. The addition of reporting, listing, and enforcement provisions for STR facilitators is purely administrative in nature and involves no construction, land use changes, or physical environmental impacts. Accordingly, it does not meet the definition of a “project” subject to CEQA.
209
City of Palm Desert____________________________________________________________

Second, the ordinance meets the commonsense exemption (CEQA Guidelines Section 15061(b)(3)). Even if considered a project, it can be seen with certainty that there is no possibility the ordinance may have a significant effect on the environment. The ordinance requires information reporting and disclosure; it does not authorize, fund, or approve any physical development.

FINANCIAL IMPACT:

There is no direct cost associated with adoption of this Ordinance. Adoption is expected to have a net positive fiscal impact by improving the City’s ability to identify and collect TOT from currently unpermitted or non-compliant STR operators, thereby increasing General Fund revenues. The Finance Department will implement the reporting request process with existing staff resources. Any material resource needs associated with program administration will be identified and presented to the City Council as part of the annual budget process.

ATTACHMENTS:

1. Proposed Ordinance
CONFLICT OF INTEREST AWARENESS CHECKLIST:
☐ Site-Specific Property Interest – Councilmembers should check if they own or lease real property within 1,000 feet of the project site (Gov. Code § 87103(b); FPPC Reg. 18702.2).

Project Site: Not Applicable
☐ SB 1439 Applicability (Campaign Contributions) – Applies to licenses, permits, or other entitlements for use, and to contracts or franchise agreements other than competitively bid, labor, or personal employment contracts.

Applicant(s)/Appellant(s): Not Applicable
Councilmembers should review any campaign contributions received within the last 12 months from parties or participants to the proceeding and must not accept contributions over $500 from those parties for 12 months following the final decision (Gov. Code § 84308).

Note: These indicators are informational and do not constitute a legal determination. Each Councilmember is responsible for identifying and disclosing any disqualifying interests in accordance with the Political Reform Act and FPPC regulations. 210
ORDINANCE NO. 2026-

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
PALM DESERT, CALIFORNIA, ADDING SECTION 5.10.130
TO CHAPTER 5.10 OF THE PALM DESERT MUNICIPAL

CODE TO IMPLEMENT THE SHORT-TERM RENTAL
FACILITATOR ACT OF 2025 (SENATE BILL 346)

REGARDING SHORT-TERM RENTAL FACILITATOR

REPORTING AND MAKING A FINDING OF EXEMPTION

UNDER CEQA
City Attorney’s Summary
The purpose of this ordinance is to add Section 5.10.130 to Chapter 5.10 of the Palm Desert Municipal Code to implement Senate Bill 346 (the ShortTerm Rental Facilitator Act of 2025, Government Code § 50990 et seq.), making the Act operative in the City, requiring short-term rental facilitators (such as online platforms) to report the physical address of each short-term rental monthly upon the City’s request, authorizing requests for additional identifying information when necessary, mandating inclusion of City-issued permit numbers and TOT certifications in listings, authorizing audits where applicable, providing enforcement mechanisms consistent with state law, and including a safe-harbor provision, thereby strengthening the City’s comprehensive short-term rental regulatory program while ensuring full consistency with state law.

WHEREAS, the City of Palm Desert is committed to protecting the public health, safety, and welfare of its residents and visitors by regulating short-term rentals of privately-owned residential dwellings to ensure payment and collection of transient occupancy taxes and tourism business improvement district assessments, minimize negative impacts on surrounding neighborhoods, preserve community character, and enforce zoning, occupancy, noise, parking, and other standards; and WHEREAS, the City maintains a comprehensive regulatory framework for shortterm rentals under Chapter 5.10 of the Palm Desert Municipal Code, which requires owners, hosts, and operators to obtain annual short-term rental permits (which also serve as transient occupancy registration permits), restricts short-term rentals to specific zones and unit types, imposes operational requirements including twenty-four-hour host availability, noise and occupancy limits, on-site parking, trash management, and display of permit numbers in all advertisements, mandates monthly transient occupancy tax returns and remittances (even if no rentals occur) under Chapter 3.28, and requires hosts and operators to authorize all hosting platforms to provide listing and compliance information to the City (Section 5.10.090(R)); and
WHEREAS, despite these robust requirements, the City has faced enforcement challenges in monitoring short-term rental activity conducted through online marketplaces and other intermediaries, identifying unpermitted or non-compliant rentals, verifying 211
permit display, confirming tax compliance, and locating responsible parties when violations occur; and
WHEREAS, in 2025 the California Legislature enacted Senate Bill 346 (Durazo), known as the Short-Term Rental Facilitator Act of 2025, adding Chapter 4.6 (commencing with Section 50990) to Part 1 of Division 1 of Title 5 of the Government Code, to provide local agencies with targeted tools to improve enforcement of local transient occupancy taxes and short-term rental regulations by authorizing cities to require short-term rental facilitators to report property-identifying information and to include local permit and tax information in listings; and
WHEREAS, Senate Bill 346 expressly authorizes a local agency, by ordinance, to make the provisions of the Act applicable within its jurisdiction (Gov. Code § 50990(b)), requires facilitators to report the physical address (including nine-digit ZIP Code) of each short-term rental upon request by the local agency (Gov. Code § 50993(a)), allows monthly reporting where the local agency requires monthly transient occupancy tax remittance (Gov. Code § 50993(d)), permits requests for additional identifying information such as assessor parcel numbers, listing URLs, or unit-specific details when the initial address information is insufficient (Gov. Code § 50993(b)), mandates inclusion of applicable local license/permit numbers and transient occupancy tax certifications in listings (Gov. Code § 50994), authorizes audits of tax-related records when a facilitator collects or remits tax (Gov. Code § 50995), permits administrative fines or penalties under Government Code Section 53069.4 for reporting failures (Gov. Code § 50993(e)), and contains a non-preemption clause allowing local agencies to adopt additional or different regulations (Gov. Code § 50996); and
WHEREAS, adoption of implementing provisions will significantly enhance the City’s ability to administer and enforce its existing short-term rental permit system, transient occupancy tax program, and operational standards; facilitate identification and abatement of unpermitted short-term rentals; ensure compliance with advertising, zoning, and neighborhood-protection requirements; improve tax collection and accountability; and promote transparency in the short-term rental marketplace without imposing new substantive restrictions on lawful activity; and
WHEREAS, the City Council finds and declares that these measures are necessary to protect residential neighborhoods, maintain property values, ensure equitable tax collection, and safeguard the general public health, safety, and welfare, consistent with the City’s long-standing police power and authority under the California Constitution and state law; and
WHEREAS, the proposed ordinance is consistent with and furthers the purposes of Chapter 5.10, supplements the existing host/operator authorization requirement for platforms (Section 5.10.090(R)); and
WHEREAS, all other legal prerequisites to the adoption of this ordinance have been satisfied.
212

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM DESERT DOES HEREBY ORDAIN AS FOLLOWS:

SECTION 1. Incorporation of Recitals. The recitals set forth above are each incorporated by reference and adopted as findings by the City Council.

SECTION 2. Amendment to Chapter 5.10. Section 5.10.130 is hereby added to Chapter 5.10 of the Palm Desert Municipal Code to read in its entirety as follows:
Ҥ 5.10.130 Short-Term Rental Facilitator Reporting.

A. Application of the Short-Term Rental Facilitator Act of 2025 (“STRFA” or “Act”).

Pursuant to Government Code Section 50990(b), the City hereby adopts and makes applicable within the City the Short-Term Rental Facilitator Act of 2025 (Gov. Code, § 50990 et seq.). For purposes of this section, “marketplace,” “short-term rental” and “shortterm rental facilitator” each has have the same meaning as in Government Code section 50991, and “operator” means a person who lists a short-term rental for rent on a marketplace operated by a short-term rental facilitator. “Hosting platform” as defined in Section 5.10.030 includes, but is not limited to, short-term rental facilitators as defined in the Act.

B. Reporting Requirements. Each short-term rental facilitator shall report monthly, in the form and manner prescribed by the Finance Director or designee, the physical address, including nine-digit ZIP Code, of each short-term rental facilitated within the City during the reporting period (the prior calendar month), by no later than the twentieth (20th) day of the month following the end of the reporting period, or such other date as may be prescribed by the Finance Director. This requirement constitutes the City’s “request” under Government Code section 50993(a).

C. Additional Information. If the information provided pursuant to subsection (B) is not sufficient for the City to identify a specific short-term rental and the provided address, the Finance Director or designee may request, and the short-term rental facilitator shall provide, the following:

1. The assessor parcel number of each short-term rental;

2. The URL associated with the specific short-term rental listing;

3. Information exclusively related to the identification of an accessory dwelling unit, guest house, or single unit of a timeshare or multifamily housing project located at a single address, which is located at the address or assessor parcel number requested.

D. Listing Requirements. Each short-term rental facilitator shall include in every listing (including any advertisement, webpage, application, or other marketplace presentation) of a short-term rental located within the City the City-issued short-term rental permit number associated with that rental.
213
E. Audit Authority. The Finance Director may conduct an audit or otherwise examine the records of the short-term rental facilitator documenting the receipt of the transient occupancy tax due and payable to the City.

F. Penalties. Notwithstanding anything else in this Code, a violation of this section is punishable as an infraction and is also subject to an administrative citation and assessed an administrative fine as established by resolution of the City Council, consistent with Government Code sections 53069.4 and 36900(d). Each listing that is not reported as required and each day that a violation occurs is a new, separate violation.

G. Coordination with Existing Obligations. This section supplements, and does not replace, the obligation of hosts and operators under Section 5.10.090(R) to authorize hosting platforms to provide listing and compliance information to the City.” SECTION 3. CEQA Exemption. The City Council finds that the adoption of this ordinance is exempt from review under the California Environmental Quality Act (CEQA) (Public Resources Code § 21000 et seq.) and the CEQA Guidelines (14 Cal. Code Regs. § 15000 et seq.). This ordinance is not a “project” under CEQA Guidelines Section 15378(b)(5) because it is an organizational or administrative activity of government that will not result in direct or indirect physical changes in the environment. The addition of regulatory reporting, listing, and enforcement provisions for short-term rental facilitators is purely administrative and involves no construction, land use changes, or physical environmental impacts. Even if considered a project, the ordinance is categorically exempt under the “common sense” exemption of CEQA Guidelines Section 15061(b)(3) because it can be seen with certainty that there is no possibility that the activity may have a significant effect on the environment.

SECTION 4. Severability. If any section, subsection, sentence, clause, phrase, or word of this ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council hereby declares that it would have adopted this ordinance, and each section, subsection, sentence, clause, phrase, and word thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or words be declared invalid or unconstitutional.

SECTION 5. Effective Date and Publication. This ordinance shall take effect and be in full force thirty (30) days after its adoption. The City Clerk is hereby directed to publish a summary of this Ordinance in the Desert Sun, a newspaper of general circulation published and circulated in the City of Palm Desert, California, in accordance with Government Code Section 36933.

ADOPTED ON ___________________________________, 2026

EVAN TRUBEE
MAYOR
214
ATTEST:

ANTHONY J. MEJIA

CITY CLERK
215
I, Anthony J. Mejia, City Clerk of the City of Palm Desert, California, do hereby certify that Ordinance No. 2026- is a full, true, and correct copy, and was introduced at a regular meeting of the Palm Desert City Council on __________, 2026, and adopted at a regular meeting of the City Council held on __________, 2026, by the vote shown above.

AYES:

NOES:

ABSTAIN:

ABSENT:

RECUSED:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Palm Desert, California, on __________, 2026.

ANTHONY J. MEJIA

CITY CLERK
216

CITY OF PALM DESERT

STAFF REPORT
MEETING DATE: April 9, 2026
PREPARED BY: Anthony J. Mejia, City Clerk
SUBJECT: RESOLUTION ADOPTING THE CODE OF CONDUCT FOR ELECTED

AND APPOINTED OFFICIALS
RECOMMENDATION:

Adopt a Resolution entitled “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM

DESERT, CALIFORNIA, ADOPTING A CODE OF CONDUCT FOR ELECTED AND APPOINTED OFFICIALS.”
BACKGROUND:

Codes of conduct are commonly adopted by cities to establish clear expectations for the conduct of elected and appointed officials and to support effective governance, transparency, and public trust.

In Palm Desert, expectations regarding governance, professional conduct, and decision-making responsibilities are reflected across multiple sources, including state law, the City Charter, the Municipal Code, orientation and training materials, and informal practices. While these sources provide important guidance, they do not exist in a single, adopted document focused specifically on conduct expectations applicable to elected and appointed officials.

In recent years, cities throughout California have faced increased scrutiny regarding decorum, social media communications, closed session confidentiality, quasi-judicial due process, and interactions between elected officials and staff. In some jurisdictions, the absence of clearly articulated local standards has contributed to misunderstandings, escalation of disputes, reputational harm, and, in certain cases, litigation or other disruptive governance processes. These situations underscore the importance of establishing clear expectations before issues arise.

Palm Desert has not experienced such governance challenges. However, as public engagement evolves, communication platforms expand, and transparency requirements continue to develop, the operating environment for elected and appointed officials has become more complex. The City Council has the opportunity to proactively articulate standards that clarify roles, protect institutional integrity, and reduce the risk of preventable conflicts or legal exposure.

The proposed Code of Conduct was developed to consolidate and clarify governance-related conduct standards in a single document, consistent with best practices and the City’s council– manager form of government. The Code is preventive in nature. It establishes practical guardrails that support orderly governance, preserve professional working relationships, and reinforce the distinction between individual authority and the authority of the City Council as a body. 217
City of Palm Desert
Code of Conduct for Elected and Appointed Officials

In developing the proposed Code, staff reviewed codes adopted by other California cities to identify common themes and best practices. Reference materials are included as Attachment 3 for comparison and context.

ANALYSIS:

The proposed Code of Conduct establishes expectations for how elected and appointed officials exercise their public roles. It is structured as a governance document focused on professional behavior, role clarity, and the boundaries that support effective and lawful decision-making.

In drafting the proposed Code, staff prioritized clarity and usability rather than restating statutory requirements or cataloging legal exceptions. The document reflects deliberate policy choices regarding conduct and role boundaries and is written in clear, directive language intended to function as internal guardrails.

The Code does not create new legal standards, expand the authority of the City Council beyond that provided by law, or alter the independent constitutional and statutory role of elected officials.

It does not replace state ethics, open meeting, or conflict of interest laws, nor does it regulate lawful political speech. Instead, it formalizes locally adopted expectations consistent with the City’s council–manager form of government.

Applicability to Boards, Commissions, Committees, and Task Forces The proposed Code applies selected conduct standards to appointed Board, Commission, Committee, and Task Force members where appropriate. Rather than adopting a separate code, the document explicitly identifies which sections apply to appointed officials. This approach promotes consistency in professional standards while respecting the distinct roles, authority, and limitations of advisory bodies.

Legal Review:

This report has been reviewed by the City Attorney’s Office.

FINANCIAL IMPACT:

Adoption of the Code of Conduct has no fiscal impact.

ATTACHMENTS:

1. Resolution – Code of Conduct

2. Exhibit A – Palm Desert Code of Conduct

3. Sample Code of Conduct
218
City of Palm Desert
Code of Conduct for Elected and Appointed Officials

CONFLICT OF INTEREST AWARENESS CHECKLIST:
☐ Site-Specific Property Interest – Councilmembers should check if they own or lease real property within 1,000 feet of the project site (Gov. Code § 87103(b); FPPC Reg. 18702.2). ☐ SB 1439 Applicability (Campaign Contributions) – Applies to licenses, permits, or other entitlements for use, and to contracts or franchise agreements other than competitively bid, labor, or personal employment contracts.

Applicant(s)/Appellant(s): Not Applicable
Councilmembers should review any campaign contributions received within the last 12 months from parties or participants to the proceeding and must not accept contributions over $500 from those parties for 12 months following the final decision (Gov. Code § 84308).

Note: These indicators are informational and do not constitute a legal determination. Each Councilmember is responsible for identifying and disclosing any disqualifying interests in accordance with the Political Reform Act and FPPC regulations. 219
220
RESOLUTION NO. _____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM

DESERT, CALIFORNIA, ADOPTING A CODE OF CONDUCT

FOR ELECTED AND APPOINTED OFFICIALS
WHEREAS, the City Council of the City of Palm Desert is responsible for the governance of the City and the maintenance of public trust; and WHEREAS, City Councilmembers and appointed officials serve the public in positions of responsibility and authority and are expected to conduct themselves in a manner consistent with applicable law and the City’s council–manager form of government; and
WHEREAS, the City Council desires to establish clear expectations regarding conduct, authority, and professional standards applicable to elected and appointed officials in order to support orderly governance and reduce the risk of misunderstanding, conflict, or legal exposure; and
WHEREAS, the City Council has reviewed best practices and codes adopted by other jurisdictions and has determined that adoption of a Code of Conduct focused on standards of conduct and governance is appropriate for the City of Palm Desert; and WHEREAS, the City Council desires to apply selected conduct standards to appointed Board, Commission, Committee, and Task Force members as set forth in the Code of Conduct.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM DESERT DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. Adoption of Code of Conduct. The City Council hereby adopts the City of Palm Desert Code of Conduct for Elected and Appointed Officials, attached hereto as Exhibit A and incorporated herein by reference.

SECTION 2. Applicability. The Code of Conduct applies to City Councilmembers and, as specified in the Code, to appointed Board, Commission, Committee, and Task Force members.

SECTION 3. Intent. The Code of Conduct is intended to establish expectations for conduct and governance and does not supersede applicable law, the City Charter, or duly adopted ordinances or resolutions.

SECTION 4. Effective Date. This Resolution shall take effect immediately upon adoption.
221
Resolution No. _____

PASSED, APPROVED AND ADOPTED BY THE PALM DESERT CITY COUNCIL THIS ____ DAY OF ________, 2026.

Evan Trubee
Mayor
ATTEST:

Anthony J. Mejia
City Clerk
I, ANTHONY J. MEJIA, City Clerk of the City of Palm Desert, hereby certify that Resolution No. _______is a full, true and correct copy, and was duly adopted at a regular meeting of the City Council of the City of Palm Desert on __________, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Palm Desert, California, this _____ day of __________, _________.

Anthony J. Mejia, MMC
City Clerk
222
City of Palm Desert
Code of Conduct for
Elected and Appointed Officials
Contents
Section 1. Purpose, Scope, and Applicability ............................................................................. 2 Section 2. Roles and Responsibilities ........................................................................................ 2 Section 3. Standards of Conduct................................................................................................ 3 Section 4. Conduct During Meetings and Official Proceedings................................................... 3 Section 5. Communications and Public Statements ................................................................... 4 Section 6. Interactions with City Staff ......................................................................................... 5 Section 7. Interactions with Applicants, Appointed Bodies, and Public............................................. 6 Section 8. Representation of the City ......................................................................................... 7 Section 9. Use of City Facilities and Resources ......................................................................... 7 Section 10. Council Authority ..................................................................................................... 8 Section 11. Adoption and Review............................................................................................... 8

ADOPTED BY THE CITY COUNCIL
Resolution No. 2026-###
___________, 2026
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Code of Conduct for Elected and Appointed Officials
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Section 1. Purpose, Scope, and Applicability
The City Council establishes this Code of Conduct to set expectations for the performance of duties by each individual Councilmember. This Code applies to Councilmembers acting in official capacities or when a title suggests City representation. This Code does not limit City Council authority or supersede laws governing the conduct of elected officials.

Applicability to Boards, Commissions, Committees, and Task Forces The City Council appoints members to Boards, Commissions, Committees, and Task Forces to advise the City Council and support the public decision-making process.

The following sections of this Code apply to appointed Board, Commission, Committee, and Task Force members, to the extent relevant to their role and authority:
 Section 3. Standards of Conduct
 Section 4. Conduct During Meetings and Official Proceedings  Section 5. Communications and Public Statements
 Section 7. Interactions with the Public and Other Participants in the Public Process This Code does not alter the authority or duties granted to these bodies by law or City policy.

Section 2. Roles and Responsibilities
Authority of the City Council
The City Council acts as a legislative body. Authority rests with the City Council as a whole, and the Council exercises this authority through official action.

Role of Individual Councilmembers
Councilmembers represent the community and exercise independent judgment when voting on official matters.

Fiduciary Duty
Councilmembers serve as fiduciaries of the City of Palm Desert. This role requires a commitment to the public trust and the management of City resources for the benefit of the community.

A fiduciary duty obligates Councilmembers to act in the best interests of the City, prioritize public welfare over personal gain, and exercise care in the oversight of public funds and assets.

Role of the Mayor and Mayor Pro Tem
The City Council designates the Mayor as the presiding officer and its representative for official and ceremonial events.

The Mayor Pro Tem performs the duties of the Mayor in the Mayor’s absence. 224
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Section 3. Standards of Conduct
Professional, Ethical, and Fiduciary Conduct
Councilmembers shall conduct City business consistent with their fiduciary duty and ethical obligations. Councilmembers shall not use their position for personal benefit or for the benefit of others in a manner inconsistent with law.

Personal Attacks and Disparaging Conduct
Councilmembers shall conduct themselves professionally in meetings and official City proceedings and shall raise concerns regarding staff performance through the City Manager or established processes.

Use of Position and Title
Councilmembers shall not use their title or position to imply City endorsement of personal views, activities, or organizations without Council action.

Councilmembers shall distinguish between personal opinions and official City positions when speaking or acting in a public capacity.

Campaign Conduct
Councilmembers shall not use City resources, facilities, or staff time for campaign purposes.

This Code does not regulate lawful campaign speech or political expression.

Legal Considerations for Gifts, Travel, and Benefits
State law regulates the acceptance and disclosure of gifts, travel, meals, and other benefits that people may offer Councilmembers in connection with official duties.

Councilmembers shall consult the City Attorney or the Fair Political Practices Commission for guidance when questions arise.

Section 4. Conduct During Meetings and Official Proceedings Order and Decorum
The presiding officer conducts City Council meetings. Councilmembers shall direct remarks through the presiding officer and shall not engage in side conversations or other conduct that disrupts the meeting.

Electronic Devices During Meetings
The City Council shall use electronic devices on the dais for City-related business and shall not be distracted from the proceedings. Councilmembers shall restrict personal use of electronic devices except to address a personal emergency.

Closed Session Confidentiality and Electronic Devices
Councilmembers shall not have personal electronic devices or any devices with recording capability accessible during closed session.
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To comply with this requirement, Councilmembers shall do one of the following:
 Leave such devices outside the closed session meeting room.  Turn off such devices before entering the closed session.  Place such devices in a designated, closed container within the meeting room.

Councilmembers shall return printed closed session materials to the City Clerk for proper disposal.

Confidential and Privileged Information
Councilmembers shall maintain the confidentiality of information that is privileged, confidential, or that the law protects, including but not limited to attorney-client privileged communications, confidential personnel information, and nonpublic litigation or negotiation materials, whether or not Councilmembers discuss such information in closed session.

Open Meeting Law Considerations
Councilmembers shall conduct City business in compliance with the Brown Act.

Councilmembers shall avoid serial communications and other conduct that could result in a violation of open meeting requirements, including informal discussions with other Councilmembers outside of noticed meetings.

Participation and Voting
Councilmembers shall disclose conflicts of interest consistent with applicable law and shall recuse themselves when required.

Section 5. Communications and Public Statements
Authority to Speak for the City
The City Council speaks through its official action. Individual Councilmembers do not have authority to speak on behalf of the City except when acting in an official capacity consistent with this Code or pursuant to Council action.

Use of Title and Public Statements
Councilmembers shall distinguish personal opinions from official City positions when communicating with the public about City matters. Use of a Council title in public communications shall not imply City endorsement of personal views, activities, or positions unless Council action authorizes such use.

Opinion Pieces and Media Contributions
The City Council encourages individual councilmembers to notify the City Manager when publishing opinion pieces, columns, or similar content that reference City matters using their Council title.

This notification allows City staff to identify and correct factual inaccuracies and does not require approval of content.
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Social Media
The City Council reserves City-operated social media platforms for official City communications.

A Councilmember’s personal, campaign-related, or other non-City-operated social media accounts shall not be used for official City communications or to announce official City actions.

Such accounts shall clearly state that they are not official City accounts and that statements made on those accounts reflect personal views.

Communications, Transparency, and Legal Considerations
Councilmembers acknowledge that constitutional, open meeting, and public records laws may require them to disclose communications related to City business regardless of the format, platform, or device.

Use of social media, email, text messages, group messaging platforms, or intermediaries to discuss City business may create legal risks, including:
 Limitations on restricting access to accounts used to communicate official actions or positions.
 Brown Act concerns arising from serial communications, group messaging, or indirect communications through staff, members of the public, or other intermediaries.  Public disclosure obligations for communications related to City business, including City business Councilmembers conduct on personal devices or accounts.

Councilmembers shall keep campaign activities separate from City business. Campaign representatives do not have a role in the conduct of City business and shall not participate in meetings or communications related to City operations or official matters.

Councilmembers shall direct questions regarding communications, public records, campaign activity, or related legal considerations to the City Clerk or City Attorney.

City Letterhead, Logos, and Branding
The City Council reserves City letterhead, logos, seals, and other official branding for official City use.

The City Council authorizes the Mayor to use City letterhead in connection with proclamations and other official correspondence consistent with established City practice. The City Council prohibits individual Councilmembers from using City letterhead.

Use of City Resources
Councilmembers shall not use City resources, staff time, and City communication platforms for personal, campaign, or any other use other than official City purposes.

Section 6. Interactions with City Staff
Councilmembers shall conduct themselves in a manner that is respectful and professional and consistent with the City’s policies prohibiting discrimination, harassment, and retaliation. 227
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Authority and Direction
The City Council exercises its authority through collective action, including direction to the City Manager and the City Attorney. The City Manager supervises staff.

Councilmembers shall not direct staff or attempt to control individual administrative outcomes outside official Council action, including permitting, enforcement, procurement, inspections, or contract administration.

Requests for Information and Work
Councilmembers shall submit requests for information or work through the City Manager or established City practices. Requests shall not interfere with staff supervision, assigned priorities, or ongoing operations.

Staff Neutrality
City staff shall maintain professional neutrality in the performance of their duties. Councilmembers shall not seek to involve staff in advocacy for individual Councilmember positions, pressure staff to alter professional recommendations, or involve staff in campaign or political activities.

Concerns Regarding Staff Performance
Councilmembers shall direct concerns regarding individual staff performance to the City Manager and avoid public comments that compromise confidentiality, due process, or the fair administration of City operations.

Section 7. Interactions with Applicants, Appointed Bodies, and Public Interactions with the Public
Councilmembers shall not make commitments, assurances, or representations regarding the outcome of pending matters outside the public decision-making process.

Councilmembers shall avoid private communications that could result in serial meetings, unlawful consensus-building, or other violations of open meeting laws.

Public Correspondence and the Public Record
Councilmembers shall forward written correspondence regarding a pending matter to the City Clerk and/or City Manager for inclusion in the public record.

Pre-Decision Communications with Applicants and Developers For pending quasi-judicial matters, Councilmembers shall avoid private communications with applicants or developers that involve advocacy on the merits of the matter.

Councilmembers shall not:
 Indicate how they intend to vote on a pending quasi-judicial matter.  Make commitments or assurances regarding the outcome of a matter.  Provide strategic guidance on how to obtain approval.

Statements or conduct that suggests a closed mind or a predetermined outcome regarding a specific pending quasi-judicial matter may raise due process concerns and increase litigation risk. 228
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General policy views or expressions of personal values do not, by themselves, constitute bias.

Councilmembers shall distinguish general viewpoints from statements regarding specific pending quasi-judicial matters.

Role of City Staff
Councilmembers shall direct applicants and developers to City staff as the primary point of contact for project information and process.

Councilmembers shall refer substantive information they received outside the public process to City staff for evaluation and inclusion in the public record.

Ex Parte Communications
Councilmembers shall disclose substantive ex parte communications related to a pending quasijudicial matter during the public hearing.

Councilmembers shall direct questions regarding participation in quasi-judicial matters to the City Attorney.

Interactions with Appointed Bodies
Councilmembers serving as a liaison to an appointed body shall facilitate communication between the City Council and the appointed body.

A Council liaison is not a member of the appointed body and shall not direct, influence, or advocate regarding the appointed body’s deliberations or recommendations.

Councilmembers shall respect the independence of appointed bodies and shall not seek to influence individual members outside of the public process.

Section 8. Representation of the City
Official Representation
The Mayor represents the City at official events, meetings, and functions.

If the Mayor is unavailable, the Mayor Pro Tem may represent the City. If neither the Mayor nor the Mayor Pro Tem is available, the Mayor may designate another Councilmember to serve as the City’s representative.

Personal Participation
Councilmembers may attend events or meetings in a personal capacity. When participating in a personal capacity, Councilmembers shall not present themselves as speaking on behalf of the City or imply City endorsement of their views or activities.

Section 9. Use of City Facilities and Resources
City Facilities
The City Council reserves City facilities and resources for official use and prohibits individual Councilmembers from using City facilities for personal, political, or campaign activities. 229
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After-Hours Access and Visitors
Councilmembers may access City facilities after normal business hours for official City business.

Councilmembers shall not bring members of the public into City Council offices or other non-public areas outside of normal business hours, except for immediate family members or with advance notice and appropriate arrangements.

City Resources
Councilmembers shall use City equipment, supplies, and other City resources for official City purposes.

Section 10. Council Authority
The City Council adopts this Code of Conduct to establish expectations for the conduct of individual City Councilmembers. The City Council retains discretion to address conduct inconsistent with this Code. Actions include public censure or removal from Council-appointed committees, boards, or liaison assignments.

Section 11. Adoption and Review
The City Council authorizes the City Clerk to make non-substantive administrative updates to this Code to reflect changes in applicable state or federal law or to conform this Code to City Counciladopted policies, ordinances, or resolutions that affect or supersede its provisions.

The City Clerk shall redistribute the updated Code to the City Council following any administrative update.
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CODE OF CONDUCT FOR ELECTED OFFICIALS
I. Introduction
The purpose of this Code of Conduct ("Code") is to define the role of elected officials in the governanceoftheCity.ThisCodeconsistsofpoliciesandimplementingrulesintendedto advancetheCity's goals of providing efficient and responsive services to its residents and providing a safe and productive work environment for its employees.

II. Background
Coachella is governed by the council/manager form of government. The City Council (refers to five members; Mayor, Mayor Pro Tempore and Councilmembers) is the legislative body of local government and with the assistance of its advisory commissions and boards makes policies and fundamental governmental decisions. The City Manager carries out the executive responsibility and is charged with implementing those policies and decisions and administering the day-to-day affairs of the City with the assistance of his/her/their staff. The City Council has direct authority over the City Manager and the City Attorney. All other employees of the City are under the direct authority of the City Manager. This Code establishes rules that contribute to the success of this basic structure and to maintaining positive and effective working relationships between Councilmembers and employees.

III. Limitations
This Code addresses selective aspects of the governance of the City and supplements, but does not supplant, other laws and rules that prescribe the legal responsibilities of City Councilmembers. Those include, among others, the California Constitution, various provisions of the California Government Code (including the Brown Act and the Political Reform Act) and Labor Code, federal laws prohibiting discrimination and harassment, and the provisions of the City's own Municipal Code.

It is not possible for a Code of this kind to anticipate and provide a rule of conduct for all situations. It is expected that Councilmemberswill treat each other, City employees, residents, and business-peoplewith courtesy and respect in a manner that reflects well on the City.

IV. Policies and Rules
What follows are general policies governing the conduct of City Councilmembers, and in some instances, rules that illustrate application.

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Policy 1 City Councilmembers shall deal with the City's administrative services solely through the City Manager or their designee.

Rules:

1.1 Councilmembers shall not direct, order or make demands on any City employee, apart from the City Manager and City Attorney who work directly for the City Council, and any administrative staff assigned to work directly with Councilmembers. This prohibition does not restrict or limit Councilmember inquiries that can be answered routinely and without research, or Councilmember support requested in accordance with a protocol established by the City Manager. Nothing in this rule precludes a Councilmember from forwarding complaints and/or concerns to the City Manager, with a copy to the appropriate department head so as to secure the swiftest City response practicable.

City staff is organized in a hierarchical structure, and City employees work under the direction and control of several layers of management culminating with the City Manager. Individual Councilmembers are not part of that management structure and have no authority to direct employees.

1.2 With the exception of the City Manager and City Attorney who work directly for the City Council, Councilmembers shall not attempt to reorganize an employee's priorities or influence the manner bywhich Citystaff perform their assigned functionsor duties. Cityemployeesare directed in their everyday tasks by their immediate supervisor in accordance with approved work plans.

All requests for work or research should be directed to the City Manager, and in instances when reasonably appropriate to secure a timely response, copied to a department director. Routine requests for information may be directed to a Department Manager; but all requests should be copied to the City Manager to the extent practicable.

1.3 Councilmembers shall not retaliate or threaten to retaliate against employees as a result of disagreements over policy recommendations.

1.4 Councilmembers shall not threaten a City employee with disciplinary action.

Policy 2. City Councilmembers shall act collectively in a properly noticed and constituted meeting; Councilmembers have no authority to make decisions or take actions on behalf of the body unless expressly authorized to do so.

Rules:

2.1 Councilmembers shall not make representations or promises to any third party regarding the future actions of the City or of the body of which they are a member, unless such representation or promise has been duly authorized by the appropriate body.

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City Councilmembers have a fundamental responsibility to communicate with the public and to aid in the resolution of individual and collective public policy and constituent service matters. When Councilmembers engage in conversations with residents, applicants, developers, lobbyists and officials of other governmental agencies, they should be cautious not to make representations or promises that they cannot legally make or keep. Future actions of a legislative body cannot be promised or predicted with certainty. Individual Councilmembers do not have authority to make commitments on behalf of the City unless expressly authorized to do so by the body of which they are a member.

2.2 When making public statements, whether verbally or in writing, Councilmembers shall make it clear whether they are authorized to speak in an official capacity on behalf of the body of which they are a member, or whether they are presenting their own views.

2.3 Councilmembers shall not interfere with the manner by which the City Manager or the City Attorney performs their duties as directed by the Council acting as a body or by a duly appointed subcommittee or liaison.

2.4 City Councilmembers shall not interfere with the implementation by City staff of approved projects and programs, as the City Manager is charged with the implementation of approved projects or programs.

2.5 Councilmembers representing the City on regional and multi-agency bodies shall vote in a manner that is consistent with Council direction and/or policy, or within a previously articulated City policy or program. In cases when the Council has not provided a basis for action, a Councilmember shall use their best judgment in voting on the City's behalf.

2.6 Proclamations should generally be issued on behalf of the entire City Council and signed by each member of the City Council. Individual City Councilmembers may opt out of signing a proclamation or ceremonial statement by the City.

2.7 A Councilmember should refrain from directing staff regarding an issue within the purview of a subcommittee of which they are not a member.

Policy 3. The City Council as a whole or an authorized subcommittee or liaison shall provide direction and guidance to its subsidiary bodies.

Policy 4. City resources shall be used solely for proper governmental purposes, and only with proper authorization.

Rules:

4.1 City letterhead must be used thoughtfully by City Councilmembers in conformance with this Code of Conduct.

City letterhead should be used in instances when it reflects the support of the majority of the City Council. It may be used to communicate official City policy or actions. All correspondence issued by a Councilmember on City letterhead shall be copied to the entire City Council and the City Manager.

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4.2 City Councilmembers shall not ask or direct employees to spend time on non-City business.

4.3 Councilmembers shall not use or disclose confidential information obtained through City service for any purpose apart from City business.

Policy 5. When representing the City, Councilmembers shall conduct themselves in a dignified manner and in accordance with all legal requirements.

Rules:

5.1 When representing the City on official business, Councilmembers shall behave in a manner as to project a positive image for the City and shall not disparage the City or another Councilmember.

5.2 Councilmembers shall exercise best efforts to avoid the appearance of impropriety in the performance of their official duties.

5.3 Councilmembers shall identify themselves by their titles only when acting in an official City Councilmember capacity, or when it is directly relevant.

Policy 6. Councilmembers should conduct themselves in a professional and businesslike manner in the performance of their duties, including during Council meetings, at City events, and all meetings of the bodies of which they are members.

Rules:

6.1 Councilmembers shall treat each other, members of the public and staff with professionalism and respect.

Policy 7. Each City Councilmember shall at all times conduct themselves in accordance with the principle that the oath of office administered to each of the City's elected officials creates a duty to serve and represent the best interests of all of the City as a whole.

V. Enforcement
The City is committed to maintaining a healthy, fulfilling and humane workplace. To that end, every City official is expected to observe the foregoing policies and rules when engaged in City business.

Complaints alleging a violation of this Code of Conduct by a City official should be directed to the City Manager or the City Attorney. Upon receipt of a complaint of a minor nature, the City Manager and the City Attorney shall together determine a course of action. The City Manager and the City Attorney shall, should they fail to resolve the complaint or should the complaint be of a serious nature, consult with the Mayor (unless the Mayor is the subject of the complaint, in which event they shall consult with the Mayor Pro Tern or other Councilmember, in order of seniority, as is appropriate under the circumstances) in order to determine an appropriate course of action.

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The goal of enforcement of this Code of Conduct is corrective, rather than penal, and a progressive approach to curing violations shall be employed, beginning with informal methods and proceeding to more formal methods as necessary. If appropriate, informal counseling and instruction shall be utilized to correct the official's behavior prior to recommending imposition of sanctions.

Should less drastic measures fail, the City Council may in a public meeting impose one or more of the following sanctions:
 Reprimand
 Censure
 Travel or expense reimbursement restrictions
 Loss of committee or liaison assignments
 Removal from an appointed commission or board
 Loss of staff support or use of City resources
 Restrictions on access to City facilities
 Other penalties as may be applicable under the circumstances

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City of Rancho Mirage, CA
§ 2.02.005 § 2.02.005
CHAPTER 2.02

CITY COUNCIL
§ 2.02.005. Line of succession—Appointment of mayor and mayor pro tem.

A. At the second regular meeting in November in non-election years and at the meeting at which new council members are installed during election years, the city council shall determine the order of the line of succession following the criteria in this section.

B. Prior to the appointment of the new mayor and mayor pro tem, council members shall each be designated/identified by the length of time they have had of continuous service on the city council without having served as mayor.

1. The council member with the longest continuous service on the city council without having served as mayor shall be appointed mayor.

2. The council member with the second longest continuous service on the city council without having served as mayor shall be appointed mayor pro tem.

3. If two or more council members qualify equally for the mayor appointment the council member who received the most popular votes in his or her most recent municipal election shall be appointed mayor, and the member with the second highest vote total shall be designated mayor pro tem. If two or more council members qualify equally for the mayor pro tem appointment the council member who received the most popular votes in his or her most recent municipal election shall be appointed mayor pro tem.

C. If any council member who is sitting as mayor dies, resigns or otherwise vacates his mayoral position, or if any council member who is about to be appointed mayor dies, resigns or announces that he or she would prefer to continue service on the city council without holding the office of mayor, the members of the city council may, by majority vote, fill the vacancy by electing any council member to fill said unexpired term or full term, whichever is applicable; such election shall be without prejudice to said person serving a full term as mayor when his or her regular turn under these criteria occurs. If no person receives a majority vote, the position of mayor shall be filled by the mayor pro tem, who shall also serve without prejudice to serving a full term as mayor when his or her regular turn under these criteria occurs.

D. No person temporarily appointed to fill a vacancy on the city council shall serve as mayor or mayor pro tem during such appointment unless there is no available alternative. If the no-available-alternative circumstance should arise, the appointed person(s) having served the longest (in terms of months, weeks, days and hours) in such temporary capacity shall serve as required.

E. No person elected to the city council shall be given credit in determining his or her order in the line of mayoral or mayor pro tem succession for prior city council service not continuous with his or her current council service.

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City of Rancho Mirage, CA
§ 2.02.005 § 2.02.040
F. If the office of the mayor pro tem should become vacant for any reason, the office shall remain vacant for the remainder of the term.
(Ord. 888 § 2, 2004; Ord. 1203 § 2, 2023)
§ 2.02.010. Time and location of city council meetings.

A. The city council shall hold regular meetings at the City Hall, located at 69-825 Highway 111, Rancho Mirage, or at such other place as the city council may designate from time to time, on the first and third Thursdays of each month commencing at one p.m.

B. If at any time a regularly scheduled meeting falls on a legal holiday, such regularly scheduled meeting shall be scheduled on the next succeeding business day at the same time and place.

C. The city council may set study session(s) in the same manner as the setting of special meetings pursuant to Section 2.02.020.
(Ord. 154 § 1, 1978; Ord. 161 § 1, 1978; Ord. 208 § 1, 1980; Ord. 235 § 1, 1981; Ord. 272 § 1, 1983; Ord. 290 § 1, 1984; Ord. 486 § 1, 1990; Ord. 560 § 1, 1993; Ord. 627 § 1, 1995; Ord. 666 § 1, 1997)
§ 2.02.020. Special meetings.

Special meetings may be called by the mayor or a majority of the council members upon twenty-four hours' notice, as provided for in Section 54956 of the Government Code.

Only matters contained in the notice of the special meeting may be considered at such special meeting.
(Ord. 154 § 1, 1978)
§ 2.02.030. Quorum.

Three members of the city council shall constitute a quorum for the transaction of business.

Motions may be passed by a majority if only three attend, but ordinances, resolutions granting franchises and payment of money require at least three affirmative votes. Less than a quorum may adjourn from time to time. Where there is no quorum, the mayor, mayor pro tem, or any member of the city council shall adjourn such meeting, or if no member of the council is present, the city clerk shall adjourn the meeting.

For the purpose of considering any item subject to vote of the city council, when a member of the council disqualifies himself or herself due to conflict of interest, his presence shall not be considered in determining the presence of a quorum. If the disqualification reduces those in attendance to less than a quorum, consideration on such items shall be deferred until a quorum of non-interested council members is present to discuss and vote on them.
(Ord. 154 § 1, 1978; Ord. 804 § 1, 2002)
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§ 2.02.040 § 2.02.080
§ 2.02.040. Meetings to be public.

Study sessions and all regular adjourned or special meetings of the council shall be open to the public; provided, however, that the council may hold closed sessions from which the public may be excluded for the consideration of attorney-client matters and matters authorized by state law.
(Ord. 154 § 1, 1978; Ord. 537 § 1, 1992; Ord. 588 § 1, 1994) § 2.02.050. Agenda.

The order of business of each meeting shall be contained in the agenda prepared by the city manager. Any matter may be placed on the agenda for any meeting of the city council by the mayor, by any other member of the city council, by the city manager, city attorney, or by the city clerk. At least seventy-two hours before a regular meeting, the city council, or its designee, shall post an agenda containing a brief general description of each item of business to be transacted or discussed at the meeting, including items to be discussed in closed session. The agenda shall specify the time and location of the regular meeting and shall be posted in a location that is freely accessible to members of the public.

Matters that are not on the agenda can be raised by individual members of the city council for limited discussion, but action cannot be taken on such items unless they qualify as emergency situations, or as urgent matters as set forth in Government Code Section 54954.2(b), or otherwise qualify under that section.

No matter may be placed on the agenda for reconsideration unless such matter qualifies under the terms of Section 2.02.120.
(Ord. 154 § 1, 1978; Ord. 158 § 1, 1978; Ord. 628 § 1, 1995; Ord. 804 § 2, 2002) § 2.02.060. Roll call.

Before proceeding with the business of the council, the city clerk shall call the roll of the council members and the names of those present shall be entered in the minutes. The order of roll call shall be by districts, except that the mayor shall be called last. (Ord. 154 § 1, 1978)
§ 2.02.070. Presiding officer.

A. The mayor shall be the presiding officer at meetings of the council. In the absence of the mayor, the mayor pro tem shall preside. In the absence of both the mayor and mayor pro tem, the council shall elect a temporary presiding officer to serve until the arrival of the mayor or mayor pro tem, or until adjournment.

B. The mayor shall be the official head of the city for all ceremonial purposes, and he shall perform all duties imposed upon him or her by the laws of the state or by ordinances of the city.
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City of Rancho Mirage, CA
§ 2.02.080 § 2.02.110
§ 2.02.080. Powers and duties of presiding officer.

The presiding officer shall preserve order at all meetings, have the power to reasonably limit the time of any citizen speaking from the floor, state questions coming before the city council, and announce decisions on all subjects. The presiding officer may vote on all matters and may make or second motions.

The presiding officer shall determine all points of order, subject to the right of any member to appeal to the council. If an appeal is taken, the question shall be, Shall the decision of the presiding officer be sustained? A majority vote shall govern and conclusively determine such question of order.
(Ord. 154 § 1, 1978; Ord. 804 § 3, 2002)
§ 2.02.090. Decorum—Council members.

A. Any council member desiring to speak shall address the chair and, upon recognition by the presiding officer, shall confine himself or herself to the question under debate.

B. A council member, once recognized, shall not be interrupted while speaking unless called to order by the presiding officer, unless a point of order is raised by another council member, or unless the speaker chooses to yield to questions from another council member.

C. Any council member called to order while he is speaking shall cease speaking immediately until the question of order is determined. If ruled to be in order, he shall be permitted to proceed. If ruled to be out of order, he shall remain silent or shall alter his remarks so as to comply with the rules of the council.

D. Council members shall accord the utmost courtesy to each other, to the city employees, and to the public appearing before the council, and shall refrain at all times from rude and derogatory remarks, reflections as to integrity, abusive comments and statements as to motives and personalities. (Ord. 154 § 1, 1978)
§ 2.02.100. Decorum—Staff and public.

Members of the administrative staff and employees and the public attending council meetings shall observe the same rules of order and decorum applicable to the council.

Any person making impertinent or slanderous remarks or who becomes boisterous while addressing the council or while attending the council meeting shall be declared to be out of order. Unauthorized remarks from the audience, stamping of feet, whistles, yells or similar demonstrations shall not be permitted by the presiding officer. (Ord. 154 § 1, 1978)
§ 2.02.110. Voting—Effect of silence.

Unless a member of the council audibly votes in the negative or disqualifies himself or herself, or expressly declines to vote, his silence shall be recorded as an affirmative vote.

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City of Rancho Mirage, CA
§ 2.02.110 § 2.02.160
(Ord. 154 § 1, 1978)
§ 2.02.120. Reconsideration/rehearing.

A. The city council shall not reconsider or rehear any matter which has been previously acted on any more often than two additional times during any twelvecalendar-month period. The twelve calendar months shall begin on the date of the council meeting at which action was first taken.

B. Council action, for purposes of this section, shall not include a tie vote, a vote to continue a matter, a vote to table a matter, the mayor determining to table a matter, adoption or amendment to the city budget, or a vote on any matter that the city council is required by law to act on.
(Ord. 628 § 2, 1995)
§ 2.02.130. (Reserved)
Prior History: § 2.02.130, Vacancies in city council offices, adopted by Ord. 170 § 1, 1979, was repealed by Ord. No. 1222, 11/7/2024.
§ 2.02.140. Order of business.

The business of the city council shall be taken up for consideration and/or disposition in the order determined by the city council. The presiding officer or a majority of the city council may change the order of business at any time during the meeting; however, business will be considered in the order set forth in the published agenda, unless modified pursuant to this section.
(Ord. 804 § 4, 2002)
§ 2.02.150. Conduct of business.

At an hour set by the council for its regular meetings, each member of the city council, the city manager, city clerk, city attorney and such department heads or others as have been requested to be present shall take their regular stations in the council chambers.

Except as otherwise provided in this chapter, The New Roberts Rules of Order, 10th Edition (2000) (and hereafter by the most recently revised edition of Roberts Rules of Order), shall be used as a guide to the conduct of the meetings of the city council; provided, however, that the failure of the city council to conform to Roberts Rules of Order shall not, in any instance, be deemed to invalidate action taken by the city council.

The city council, in accordance with its right to govern its own proceedings, reserves the right to proceed at any time otherwise than as prescribed or indicated in Roberts Rules of Order.
(Ord. 804 § 5, 2002)
§ 2.02.160. Point of personal privilege.

The right of a council member to address the city council on a question of personal privilege shall be limited to cases in which his integrity, character, or motives is Downloaded from https://ecode360.com/RA4993 on 2026-03-03 240

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questioned or where the welfare of the council is concerned. A council member raising a point of personal privilege may interrupt another council member who has the floor only if the presiding officer recognizes the privilege.
(Ord. 804 § 6, 2002)
§ 2.02.170. Right of debate and privilege of closing debate.

Members of the city council shall have the right of free and full debate or discussion of any issue properly before the council and such right may not be curtailed except upon the vote of two-thirds of the members present. The council member moving the adoption of an ordinance, resolution, or motion shall have the privilege of closing debate, subject to a city council majority ruling that debate should continue. (Ord. 804 § 7, 2002)
§ 2.02.180. Remarks entered on minutes.

A council member may request through the presiding officer the privilege of having an abstract of his statement on any subject under consideration by the city council entered in the minutes. If there is no objection, or if the council consents by majority vote, such statement shall be entered in the minutes.
(Ord. 804 § 8, 2002)
§ 2.02.190. Tie votes.

Tie votes shall be lost motions or no action and the matter voted upon may be subject to further city council consideration as though the matter had never been previously considered.
(Ord. 804 § 9, 2002)
§ 2.02.200. Questions to the staff.

Every member of the council desiring to question any member of the city's staff during the council meeting shall, after recognition by the presiding officer, address his questions to such staff members. If the council member wishes to address questions to the city manager, city clerk, or city attorney, such staff members shall be entitled to answer the inquiry or to designate another staff member for that purpose. (Ord. 804 § 10, 2002)
§ 2.02.210. Recording of meetings.

All regular and adjourned regular meetings of the City Council shall be recorded in an audio or video format and all such recordings shall be retained by the City for a period of at least twenty-five years.
(Ord. 946 § 1, 2006)
§ 2.02.220. Subpoena authority.

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books or other documents for evidence or testimony in any action or proceeding pending before it, so long as it serves any valid purpose within the jurisdiction of the city council. (Ord. 958 § 1, 2007)
Downloaded from https://ecode360.com/RA4993 on 2026-03-03 242 ATTACHMENT NO. 2
ORDINANCE NO. 2537

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
WEST COVINA, CALIFORNIA, AMENDING CHAPTER 2 OF

THE WEST COVINA MUNICIPAL CODE TO ADD ARTICLE
XII, ENTITLED “CITY COUNCIL CODE OF CONDUCT”
The City Council of the City of West Covina hereby finds and declares as follows:

WHEREAS, the City of West Covina is a general law city organized and operating under the laws of the State of California; and
WHEREAS, City Council members are elected officials entrusted with legislative authority and public responsibilities distinct from those applicable to City employees; and WHEREAS, the City Council has previously adopted Standing Rules and Rules of Decorum governing the conduct of City Council meetings and the participation of members of the public; and
WHEREAS, the existing Rules of Decorum primarily address real-time conduct during City Council meetings and do not establish a comprehensive, codified framework for addressing alleged misconduct by City Council members occurring outside meetings or over time, nor do they provide structured procedures for review, investigation, preservation of records, or proportionate governance-based response; and WHEREAS, on December 16, 2025, the City Council reviewed the City’s Standing Rules and Rules of Decorum and provided direction to staff to develop a City Council Code of Conduct to promote orderly, respectful, and effective governance; and WHEREAS, the City Council has considered the need for a governance-based framework that identifies standards of conduct applicable to City Council members, establishes structured procedures for reporting, review, investigation, and preservation of records, and provides proportionate, non-employment governance-based responses, short of removal from office, designed to protect the lawful operation and safety of City governance; and
WHEREAS, the City Council recognizes that its authority to address alleged misconduct by elected officials is subject to constitutional, statutory, and legal limitations, including limitations on impeachment, removal, suspension (including suspension pending adjudication), recall, and criminal enforcement, and that general law cities may not create such authorities by local ordinance absent express enabling legislation or constitutional authority; and
WHEREAS, the City Council desires to codify a City Council Code of Conduct that operates within these legal constraints, preserves constitutional rights, respects the Ordinance No. 2537

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elective nature of public office, and does not create employment-based discipline or criminal or civil enforcement authority; and
WHEREAS, the City Council further desires to require written acknowledgement by City Council members confirming receipt of and responsibility to comply with the City Council Code of Conduct, in order to ensure notice, transparency, and consistent application of governance-based obligations; and
WHEREAS, the City Council has determined that adoption of a City Council Code of Conduct within the West Covina Municipal Code is reasonably necessary to promote effective governance, reduce legal and operational risk, and maintain public confidence in City institutions; and
WHEREAS, all legal requirements prior to the adoption of this Ordinance have occurred.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, DOES HEREBY ORDAIN AS FOLLOWS:

SECTION 1. Recitals. The City Council of the City of West Covina hereby makes and adopts as its legislative findings the facts and conclusions set forth in the recitals of this Ordinance.

SECTION 2. Amendment to Chapter 2 of the West Covina Municipal Code.

Chapter 2 of the West Covina Municipal Code is hereby amended to add a new Article XII, entitled “City Council Code of Conduct,” to read in its entirety as follows:

ARTICLE XII. - CITY COUNCIL CODE OF CONDUCT
DIVISION 1 – GENERAL PROVISIONS
Sec. 2-700. - Purpose and scope.
(a) The city council adopts this article to promote sound city governance, protect the integrity of city operations, and reduce material adverse legal, financial, and operational risk to the city arising from alleged misconduct by members of the city council.
(b) Public agencies nationwide, including at the federal, state, and local levels, have increasingly adopted formal codes of conduct for elected officials in response to evolving legal standards, heightened public expectations, and increased reporting of conduct-related concerns affecting governmental operations. Such codes are intended to establish clear expectations and structured, transparent processes for addressing concerns involving elected officials in a manner consistent with applicable law and the elective nature of public office.

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(c) While city council members do not manage day-to-day city operations, misconduct occurring while acting in an official capacity or in connection with city business may materially affect city operations and interactions among persons and entities, and may create material adverse risk to city governance.
(d) This article is adopted for governance and material adverse risk-management purposes only. It is intended to establish clear standards and lawful procedures for addressing alleged misconduct by city council members and to authorize measured, proportionate governance-based measures designed to protect the city and city governance from material adverse risk.
(e) Nothing in this article is intended to punish lawful political expression, alter the elective nature of public office, interfere with the good-faith exercise of legislative discretion, establish criminal, civil, or quasi-judicial enforcement authority, replace or supersede enforcement authority conferred by state or federal law, or require the City to make findings regarding criminal liability or civil fault.

Sec. 2-701. - Definitions.

For purposes of this article, the following terms shall have the meanings set forth below:
“City business” means any matter relating to the operations, functions, services, policies, contracts, proceedings, or official activities of the city. “City governance” means the legislative, policy-making, oversight, and decision-making functions of the city council, including participation in city council meetings, committees, appointments, and interactions undertaken in an official or representative capacity. “City operations” means the administrative, managerial, and operational activities of the city undertaken to implement, execute, or carry out city policies, programs, services, contracts, proceedings, and decisions, including the day-to-day functions performed by city officers, employees, contractors, and agents in support of city governance. “Communications” means any oral, written, electronic, visual, or digital transmission or dissemination of information, ideas, instructions, or messages, regardless of form or medium, including correspondence, emails, text messages, instant messages, direct messages, social media posts, comments, replies, reactions, shared content, livestreams, stories, voicemails, video messages, memoranda, notes, and any associated metadata.
“Documents” means all writings and recorded information, whether tangible or intangible, regardless of form or medium, including paper, electronic, digital, audio, visual, or databased materials. Documents include letters, memoranda, notes, reports, drafts, photographs, recordings, spreadsheets, presentations, calendars, logs, databases, electronically stored information, metadata, and versions thereof. Documents also include content generated, stored, transmitted, or relied upon through artificial intelligence tools, Ordinance No. 2537

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automated systems, or digital assistants, including prompts, queries, responses, outputs, drafts, summaries, or analyses, to the extent such content relates to city business or city governance.
“Entities” means any organization, body, association, business, governmental unit, agency, board, commission, partnership, corporation, nonprofit organization, or other collective or institutional body, whether public or private. “Governance-based measures” means non-employment actions authorized by this article that are intended to protect city governance, city operations, and city personnel, and that regulate the exercise of office rather than the holding of office. Governance-based measures may include limitations on participation in specified proceedings, removal from committee or liaison assignments, training or educational requirements, communication or contact parameters, or other lawful measures short of removal from office. “Misconduct” means conduct by a city council member that relates to city business or city governance and that violates the standards of conduct set forth in this article. “Official capacity” means actions taken by a city council member while performing official functions, acting in a representative role, exercising the authority or influence of office, or purporting to act on behalf of the city.
“Persons” means any individual, including city officials, city employees, appointed officials, contractors, consultants, volunteers, members of the public, or other natural persons.
“Personal gain” means any direct or indirect benefit, advantage, or interest, whether financial or non-financial, received or sought by a city council member or by another person or entity with whom the city council member has a personal, familial, business, or political relationship.
“Records” means any document, communication, or other recorded information, regardless of form or medium, that is prepared, generated, received, owned, used, retained, stored, transmitted, or maintained by a city council member in connection with city business or city governance, including copies, excerpts, drafts, and versions thereof.

Records include, but are not limited to, information stored in paper, electronic, digital, audio, visual, or data-based form; information stored on personal devices, personal accounts, cloud-based services, third-party platforms, or collaboration tools; and information generated, stored, transmitted, or relied upon through artificial intelligence tools, automated systems, or digital assistants. This includes prompts, queries, inputs, outputs, drafts, summaries, analyses, metadata, logs, and version histories, to the extent such information relates to city business or city governance. “Suspension” means a temporary restriction on the exercise of all city-related duties, authorities, and functions of a city council member during the pendency of a review, investigation, proceeding, or external matter, imposed solely to the extent authorized by Ordinance No. 2537

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law. Suspension does not constitute removal from office and is intended as a protective, non-final governance status rather than a determination of misconduct or imposition of punishment.

Sec. 2-702. - Applicability.
(a) This article applies to members of the city council with respect to misconduct occurring in an official capacity, in connection with city business, or that otherwise materially affects the integrity or safety of city governance or the lawful functioning of city operations, including misconduct involving or directed toward persons or entities participating in or affected by city governance or city operations. (b) This article authorizes governance-based measures reasonably necessary to protect city governance, the lawful functioning of city operations, city personnel, and members of the public, and operates independently of, and in addition to, any consequences imposed by state or federal law.

Sec. 2-703. - Acknowledgment.

As a condition of assuming office and as an ongoing obligation during service, each city council member shall execute a written acknowledgement confirming receipt of, familiarity with, and agreement to comply with the provisions of this article, the city’s rules of decorum and city policies regarding city council conduct.

The acknowledgement required by this section is intended to ensure that city council members are fully informed of the standards relating to misconduct, procedural obligations, preservation requirements, and the governance-based measures established by this article, and to document notice and acceptance of those obligations. (a) Timing of acknowledgement. Each city council member shall execute the acknowledgement required by this section at the following times:
(1) Upon filing nomination papers or other documentation required to qualify as a candidate for City Council, to the extent permitted by law; (2) As a condition of assuming office, contemporaneously with the execution of the oath of office required by law; and
(3) Upon re-election, appointment, or commencement of a new term of office.

Execution of the acknowledgement is intended to provide notice of, and assent to, the obligations set forth in this Code and city policies relating to city governance, city operations, and governance-based measures. To the extent permitted by law, execution of the acknowledgement may be required as a condition of participation in city council meetings and other city governance activities.

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Failure to execute the acknowledgement shall not invalidate an election or appointment, but may delay assumption of duties or participation in city council meetings and other city governance activities and may be considered in determining appropriate governance-based measures under this article, consistent with applicable law.
(b) Form of acknowledgement. The acknowledgement shall be in the form set forth in subsection (c) of this section and shall be executed without modification, except as approved by the city attorney for non-substantive formatting purposes. (c) Required acknowledgement language. The acknowledgement executed by each City Council member shall state, verbatim, as follows:
“By executing this acknowledgement, I confirm that I have been provided notice of the obligations set forth in Article XII of Chapter 2 of the West Covina Municipal Code, the City’s Rules of Decorum, and City policies regarding City Council conduct and acknowledge my responsibility to comply with those obligations during my service as a City Council member, subject to applicable law.

I further acknowledge that I am executing this acknowledgement knowingly and voluntarily, without duress, coercion, or undue influence, and that I have had the opportunity to consult with legal counsel of my choosing regarding this acknowledgement and the obligations described herein.”
(d) Retention of acknowledgement. Executed acknowledgements shall be retained by the city clerk as a public record to the extent permitted by law. (e) Effect of failure to execute. Failure to execute the acknowledgement required by this section shall not invalidate the applicability of this article but may be considered in determining appropriate governance-based measures under division 4 of this article, to the extent permitted by law.
(f) No waiver of rights. Nothing in this section or in the acknowledgement required hereby shall be construed to waive any constitutional, statutory, or common-law right, to create an employment relationship, or to expand the city’s authority beyond that provided by law.

Sec. 2-704. - Construction.

This article shall be construed and applied consistently with the California Constitution, applicable state and federal law, and the elective nature of public office. Nothing in this article shall be interpreted to expand municipal authority beyond that granted by law or to impair any right preserved by statute or constitution.
(a) Preservation of individual and constitutional rights. Nothing in this article shall be construed to waive, limit, or require the waiver of any constitutional, statutory, or Ordinance No. 2537

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common-law right or privilege of a city council member, including the right to seek judicial review of any action taken pursuant to this article or the right against selfincrimination.

The procedures established by this article are governance-based in nature and are intended to provide structured responses and minimum procedural protections.

They shall not be construed to create additional substantive rights, entitlements, causes of action, or adjudicatory proceedings.
(b) Elective nature of office; no employment relationship. Members of the city council are elected officials and are not employees of the city for any purpose.

Nothing in this article shall be construed to create an employment relationship between the city and any city council member, to subject city council members to personnel rules or employment discipline, or to alter the elective nature of city council office.
(c) Relationship to other laws, remedies, and enforcement authorities. This article does not replace, supersede, duplicate, or limit any remedy, enforcement mechanism, or proceeding otherwise available under state or federal law, including criminal prosecution, civil enforcement, administrative proceedings, recall, quo warranto, forfeiture, vacancy provisions, or enforcement authority vested in courts, the Fair Political Practices Commission, or other regulatory bodies.

Governance-based measures authorized by this article are cumulative and may be imposed independently of, and concurrently with, other lawful actions. Alleged misconduct may be referred to external authorities as provided in this article, and the city council may rely on external findings or orders to the extent authorized by law.

Nothing in this article shall be construed to convert city council action into a criminal, civil, or quasi-judicial enforcement mechanism. (d) Legislative discretion and protected activity. Nothing in this article shall be construed to regulate or prohibit lawful political disagreement, criticism of policy positions, robust debate during city council meetings, lawful political speech, campaign activity conducted in a personal capacity, or other expression protected by the United States or California Constitutions.

Nothing in this article shall be construed to prohibit lawful legislative inquiry, oversight, policy advocacy, or participation in authorized city governance activities, provided such activities are conducted through appropriate channels and do not involve misuse of city authority, resources, or access, or interference with the lawful functioning of city operations.

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The standards set forth in this article shall be applied narrowly and in a manner consistent with constitutional protections and the good-faith exercise of legislative judgment.
(e) Governance harm and construction standard. In applying this article, the city council may consider whether misconduct, viewed in context, creates a material adverse risk to the integrity, fairness, independence, or lawful functioning of city governance, even where such misconduct does not independently constitute a violation of criminal or civil law.

This article shall be interpreted and applied in a manner that favors its lawful application and effectuates its purpose of protecting city governance and the lawful functioning of city operations. Any ambiguity shall be resolved consistent with applicable law and the city council’s intent to act within the bounds of its authority. (f) Prospective application. This article shall apply prospectively to all city council members serving on or after its effective date, including members in office at the time of adoption.

Nothing in this article shall be construed to impose governance-based measures, censure, limitations, escalation, or removal-seeking action based solely on misconduct fully completed prior to the effective date. However, nothing shall preclude consideration of misconduct occurring on or after the effective date, or reliance on investigative findings, advisory findings, external findings, or court orders issued on or after the effective date, even where such findings relate in whole or in part to earlier conduct, provided that any governance-based measure is imposed prospectively and is reasonably necessary to address present or ongoing material adverse risk to city governance or the lawful functioning of city operations.
(g) Relationship to rules of decorum. Nothing in this article limits the authority of the presiding officer to maintain order and decorum during city council meetings pursuant to sections 2-47 through 2-52 of this Code.

As applied to city council members, the standards of conduct, review, investigation, and governance-based measures set forth in this article govern alleged misconduct occurring inside or outside city council meetings and supplement, and where applicable supersede, decorum provisions addressing council member conduct during meetings. Rules of decorum applicable to members of the public remain fully in effect and are not modified by this article. (h) Severability. If any provision of this article, or its application to any person or circumstance, is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the remaining provisions or applications of this article. The city council declares that it would have adopted this article and each provision thereof irrespective of the invalidity of any other provision.

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DIVISION 2 – STANDARDS OF CONDUCT
Sec. 2-705. - General standards of conduct.

Members of the city council shall conduct themselves in a manner that preserves lawful functioning and safety of city governance and city operations and that complies with applicable law and the obligations of public office.

For purposes of this division, misconduct may occur through direct action or through indirect action, including by acting through intermediaries, proxies, third parties, or other persons or entities, or by directing, encouraging, facilitating, or knowingly permitting another to engage or attempt to engage in conduct that the city council member could not lawfully undertake directly.

City council members shall not engage or attempt to engage in misconduct relating to city business or city governance that interferes with the lawful functioning of city governance or city operations, undermines the integrity or independence of city governance, impedes the ability of persons or entities to lawfully participate in or carry out city functions, or otherwise creates a foreseeable material adverse risk of legal or operational harm to the city.
(a) Governance-focused obligations. The standards set forth in this division are intended to address misconduct that affects city governance or the lawful functioning of city operations. These standards do not regulate personal morality or private conduct unrelated to city business or city governance. (b) Scope of application. Misconduct subject to this division includes actions taken by a city council member in an official capacity, under color of office, in connection with city business, or in circumstances where the use or misuse of city authority, resources, access, or influence materially affects city governance or the lawful functioning of city operations.
(c) Relationship to review, investigation, and escalation. The standards set forth in this division provide the substantive basis for review, investigation, and governancebased measures under divisions 3 and 4 of this article. A determination that misconduct may fall within one or more provisions of this division does not constitute a finding of misconduct, but may warrant review, investigation, interim governance-based measures, or other action pursuant to those divisions.

Sec. 2-706. - Abuse of position or influence.

A city council member shall not engage or attempt to engage in the misuse of the authority, prestige, access, or influence of elected office in a manner that exceeds lawful city council authority, interferes with or circumvents the lawful functioning of city governance or city operations, or is otherwise inconsistent with applicable law, adopted city policy, or the respective roles and responsibilities of city officials and staff.

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For purposes of this section, abuse of position or influence includes misconduct that exploits or attempts to exploit the unique powers, visibility, or perceived authority of city council office to obtain improper advantage or to coerce, pressure, or improperly influence persons or entities in connection with city business or city governance. (a) Improper direction or pressure. A city council member shall not direct, attempt to direct, pressure, attempt to pressure, or coerce persons or entities to take or refrain from action outside the lawful authority of the city council, or in a manner inconsistent with applicable law, adopted city policy, or the lawful functioning of city governance or city operations.
(b) Preferential treatment and improper advantage. A city council member shall not use or attempt to use the title, status, access, or perceived authority of city council office to obtain or attempt to obtain preferential treatment, special access, or other improper advantage for themselves or for any other person or entity in connection with city business or city governance.
(c) Interference with independent functions. A city council member shall not interfere or attempt to interfere with administrative, regulatory, enforcement, investigatory, or quasi-judicial matters in a manner inconsistent with applicable law or established city authority, including by attempting to influence outcomes outside authorized roles or channels.
(d) Misrepresentation of authority. A city council member shall not represent, state, imply, or attempt to represent, state, or imply that a personal position, directive, or demand reflects an official decision, policy, or position of the city or city council when no such authorization exists.

Sec. 2-707. - Improper conduct towards participants.

A city council member shall not engage or attempt to engage in misconduct relating to city business or city governance that is directed toward any person or entity, including another city council member, and that has the purpose or effect of obstructing, chilling, intimidating, coercing, or otherwise interfering with that person’s or entity’s lawful participation in city governance or the lawful functioning of city operations. (a) Improper conduct toward participants. A city council member shall not engage or attempt to engage in threatening, intimidating, abusive, demeaning, hostile, or coercive conduct toward any person or entity in connection with that person’s or entity’s lawful participation in city governance or involvement with city operations. (b) Adverse conduct in response to participation. A city council member shall not engage or attempt to engage in adverse conduct toward any person or entity because that person or entity raised concerns, made reports, provided information, participated in investigations or advisory proceedings, engaged in protected Ordinance No. 2537

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activity, or refused to take action that would be inconsistent with applicable law or adopted city policy.
(c) Misuse of office to target participants. A city council member shall not engage or attempt to engage in the misuse of the platform, authority, access, or visibility of city council office to single out, demean, threaten, pressure, or subject any person or entity, including another city council member, to adverse treatment in a manner that interferes with that person’s or entity’s lawful ability to participate in city governance or to carry out functions related to city operations.

Sec. 2-708. - Ethics, conflicts of interest, and self-dealing.

A city council member shall not engage or attempt to engage in misconduct relating to city business or city governance that involves conflicts of interest, self-dealing, or misuse of city office for personal gain, and that undermines the integrity, fairness, or lawful functioning of city governance or city operations.
(a) Conflicts of Interest. A city council member shall not participate in, influence, or attempt to influence any city decision, action, or matter in which the member has a financial interest or other disqualifying interest under applicable law, or where participation would materially compromise the integrity or impartiality of city governance. Failure to disclose a conflict of interest, failure to recuse where required, or participation notwithstanding a known conflict may constitute misconduct under this section.
(b) Gifts, benefits, and improper advantages. A city council member shall not solicit, accept, receive, or attempt to solicit, accept, or receive gifts, benefits, favors, services, or other things of value in connection with city business in a manner that violates applicable law or that involves personal gain in exchange for the exercise, attempted exercise, or misuse of city authority. Misconduct under this subsection may occur regardless of whether a gift or benefit is ultimately received or exceeds statutory thresholds.
(c) Self-dealing and preferential treatment. A city council member shall not use or attempt to use city office, authority, access, or influence to secure personal gain for themselves or to confer improper benefit on any person or entity in connection with city business or city governance. Self-dealing includes steering contracts, permits, approvals, or other city benefits; exerting pressure on representatives of city operations to favor particular outcomes; or intervening in city matters for private advantage.
(d) Use of insider or nonpublic information. A city council member shall not use, disclose, or attempt to use or disclose nonpublic, confidential, or privileged information obtained through city council office for personal gain, private advantage, or to benefit any person or entity, or in a manner that undermines the lawful functioning of city governance or city operations. This subsection includes, Ordinance No. 2537

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but is not limited to, the unlawful disclosure of information received or discussed during closed session meetings of the city council or its committees, to the extent such disclosure is prohibited by law.
(e) Circumvention of ethics safeguards. A city council member shall not engage or attempt to engage in actions intended to evade, circumvent, or nullify ethics, disclosure, or recusal requirements imposed by law or adopted by the city, including by acting through intermediaries, proxies, or other persons or entities.

Sec. 2-709. - Material misrepresentations and concealments.

A city council member shall not engage or attempt to engage in misconduct relating to city business or city governance that involves a knowing or intentional material misrepresentation or material concealment, and that undermines the integrity, transparency, or lawful functioning of city governance or city operations.

This section addresses governance harms arising from material false statements, material omissions, material concealment of information, or other conduct that materially interferes with the city’s ability to make informed decisions, carry out lawful review or investigation, or perform its governance functions, regardless of whether such conduct results in criminal, civil, or administrative enforcement action. (a) Material misrepresentation. A city council member shall not knowingly or intentionally make, cause to be made, or attempt to make a false or materially misleading statement, representation, or omission in an official capacity, under color of office, or in connection with city business, where the statement, representation, or omission is material to city governance, city operations, or city decision-making. This subsection applies to communications made to persons or entities, including city staff, other city council members, investigators, advisory factfinders, or members of the public, where such communications concern city business or city governance.
(b) Material concealment of information. A city council member shall not knowingly or intentionally conceal, withhold, delay, obscure, or attempt to conceal, withhold, delay, or obscure material information relevant to city business or city governance where disclosure is required by law, reasonably necessary for informed decisionmaking, or necessary to ensure the lawful functioning of city governance or city operations.
(c) Material interference with truth-finding. A city council member shall not engage or attempt to engage in conduct intended to materially interfere with the city’s ability to ascertain the truth or to reach lawful, informed outcomes in connection with city business or city governance. Material interference with truth-finding includes, but is not limited to, providing materially incomplete, misleading, or deceptive information; directing, encouraging, or knowingly permitting others to provide materially false or misleading information; intentionally delaying proceedings, Ordinance No. 2537

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disclosures, cooperation, or responses where such delay is material to obstructing review, investigation, or decision-making; attempting to influence, disrupt, or affect the scope, timing, process, or outcome of administrative, investigatory, regulatory, enforcement, or advisory matters through misuse of authority, access, or influence; using authority or influence to pressure, discourage, or manipulate participants, witnesses, investigators, or advisory fact-finders; or attempting to influence the material content, scope, timing, or outcome of investigative, advisory, or review findings through misrepresentation, concealment, delay, or other obstructive conduct.

Sec. 2-710. - Misuse of city resources or information.

A city council member shall not engage or attempt to engage in misconduct relating to city business or city governance that involves the misuse of city resources, city property, or city information in a manner inconsistent with applicable law, adopted city policy, or the lawful functioning of city governance or city operations. (a) Use of city resources. A city council member shall not use or attempt to use, or direct or attempt to direct the use of, city staff time, facilities, equipment, systems, funds, or other city resources for personal, political, campaign-related, or other noncity purposes, except where such use is expressly permitted by law or adopted city policy.
(b) Improper direction of city operations. City governance is exercised collectively by the city council, while the city manager is responsible for the administration of city operations and the management of city departments, officers, employees, and agents. A city council member shall not direct, request, encourage, or attempt to direct, request, or encourage any person or entity involved in city operations, including city employees, contractors, or consultants, to perform tasks unrelated to city business, outside the scope of lawful city operations, or in furtherance of personal, political, or other improper interests.
(c) Use and disclosure of city information. A city council member shall not use, disclose, rely upon, or attempt to use, disclose, or rely upon nonpublic, confidential, or privileged city information obtained through city council office for purposes unrelated to city business or in a manner that undermines the integrity, fairness, or lawful functioning of city governance or city operations. This subsection includes, but is not limited to, the unlawful disclosure or use of information received, reviewed, or discussed during closed session meetings of the city council or its committees, to the extent such disclosure or use is prohibited by law.

Sec. 2-711. - Election-related misconduct.

A city council member shall not engage or attempt to engage in misconduct that involves the misuse of the powers, privileges, resources, access, or visibility of elected office in Ordinance No. 2537

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connection with any election, ballot measure, or political campaign, and that undermines the integrity, neutrality, or lawful functioning of city governance or city operations. (a) Misuse of office in connection with elections. A city council member shall not use or attempt to use city authority, city resources, city information, or the status of elected office to support or oppose any candidate, ballot measure, or political campaign in a manner inconsistent with applicable law or adopted city policy. (b) Use of office for electoral advantage. A city council member shall not use or attempt to use the fact of holding city council office, or the authority, access, or visibility associated with that office, during an election cycle or in connection with electoral activity, to condition access to city governance or city operations, or the receipt of city services or benefits, on political support, opposition, or activity. (c) Adverse conduct based on political activity. A city council member shall not engage or attempt to engage in adverse conduct toward any person or entity because that person or entity engaged in lawful political activity, including supporting or opposing a candidate or ballot measure, participating in a campaign, or declining to engage in political activity.
(d) Campaign-related use of city information. A city council member shall not use, disclose, or attempt to use or disclose nonpublic, confidential, or privileged city information obtained through city council office for campaign-related purposes or to obtain political advantage. This subsection includes, but is not limited to, the unlawful disclosure or use of information received, reviewed, or discussed during closed session meetings of the city council or its committees, to the extent such disclosure or use is prohibited by law.
(e) Interference with impartial administration. A city council member shall not interfere or attempt to interfere with the impartial administration of city operations, including city services, programs, or regulatory functions, for the purpose of influencing electoral outcomes or conferring political advantage.

Sec. 2-712. - Public safety and threatening conduct.

A city council member shall not engage or attempt to engage in misconduct relating to city business or city governance that threatens, endangers, or reasonably places at risk the safety or security of persons or entities, including city officials, city employees, contractors, volunteers, other city council members, or members of the public who are lawfully participating in city governance or involved with city operations.

This section addresses conduct that jeopardizes public safety, impairs the city’s ability to maintain safe and secure city operations, or interferes with the lawful functioning of city governance through intimidation, coercion, or threatened or actual violence.

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(a) Threatening or violent conduct. A city council member shall not engage or attempt to engage in conduct involving threats of violence, acts of violence, stalking, intimidation, coercion, or other behavior that would reasonably be perceived as threatening when directed at any person or entity in connection with city business, city governance, or city operations.
(b) Credible threats and safety risks. A city council member shall not engage or attempt to engage in conduct that gives rise to a credible threat to the safety of any person or entity involved in city governance or city operations, including conduct that results in the issuance, consideration, or enforcement of a workplace violence restraining order, civil harassment restraining order, criminal protective order, or other court-ordered safety restriction.
(c) Use of authority to intimidate or coerce. A city council member shall not use or attempt to use the authority, access, or visibility of city council office to intimidate, pressure, or coerce any person or entity in a manner that creates reasonable fear, deters lawful participation in city governance or city operations, or compromises personal safety.
(d) Disruption of safe city operations. A city council member shall not engage or attempt to engage in conduct that interferes with the city’s ability to maintain safe workplaces, conduct meetings securely, or protect persons or entities participating in city governance or city operations, including conduct that necessitates extraordinary security measures or materially disrupts normal city operations. (e) Relationship to external safety orders. Where misconduct described in this section results in, or is subject to, a court-issued protective order, restraining order, or other legally binding safety directive, the city council may rely on such order pursuant to section 2-726 of this article and may take immediate governance-based measures where reasonably necessary to ensure compliance and protect public safety and the lawful functioning of city governance or city operations.

Sec. 2-713. – Conduct undermining the lawful functioning of city governance or city operations.

A city council member shall not engage or attempt to engage in misconduct relating to city business or city governance that, when viewed in context, undermines the lawful functioning of city governance or city operations, and that is not otherwise expressly addressed in sections 2-706 through 2-712 of this article.

This section addresses novel, emergent, or circumvention-based misconduct that poses a material adverse risk to the lawful functioning of city governance or city operations but does not fall squarely within a specifically enumerated standard of conduct. This section shall be applied narrowly and only in a manner consistent with the purposes and limitations of this article.

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(a) Residual application. This section applies only where the misconduct at issue is not expressly governed by another provision of division 2 of this article and where reliance on this section is reasonably necessary to protect the lawful functioning of city governance or city operations.
(b) Pattern-based or circumvention conduct. Misconduct undermining the lawful functioning of city governance or city operations may include repeated or patterned conduct that, taken as a whole, materially compromises the orderly and lawful functioning of city governance or city operations, or conduct intended to evade, circumvent, or nullify the application of this article or other lawful governance safeguards adopted by the city.
(c) Limitation on use. This section shall not be used as a substitute for establishing violations of specific standards of conduct where such standards are applicable, nor shall it be applied in a manner that expands the scope of this article beyond its governance-focused purposes.

DIVISION 3 – REPORTING AND REVIEW
Sec. 2-714. - Overview.
(a) This division establishes the procedures by which the city may receive, review, and respond to information regarding alleged misconduct by a city council member.

The purpose of this division is to provide a structured, transparent, and lawful framework for evaluating information, developing facts where appropriate, and determining whether governance-based measures are reasonably necessary to protect the integrity, safety, and lawful functioning of city governance or city operations.
(b) The provisions of this division are administrative and protective in nature. They are intended to ensure that concerns relating to misconduct described in division 2 of this article are addressed in an orderly, proportionate, and legally compliant manner. The receipt of information, initiation of review, authorization of early governance-based interventions, commencement of investigation, or consideration of action under this division does not constitute a finding of misconduct and does not require the imposition of any governance-based measure.
(c) This division is designed to operate progressively. Information may be screened, reviewed, addressed through early governance-based interventions, investigated, or escalated depending on the nature of the information received, the reliability and source of that information, the existence of external findings or court orders, and the degree of material adverse risk presented to city governance, city operations, or the safety of persons or entities. not every report or item of information will warrant investigation or further action.

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(d) Action under this division is discretionary and shall be undertaken only where reasonably necessary to protect city governance, the lawful functioning of city operations, or the rights and safety of persons or entities involved in city matters.

Nothing in this division requires the city council to initiate review, authorize investigation, or impose governance-based measures in response to any particular report, allegation, or request for action.
(e) This division is intended to function in coordination with division 2 of this article, which defines standards of misconduct, and division 4 of this article, which governs escalation and governance-based measures. Nothing in this division shall be construed to limit the city’s obligation to comply with mandatory reporting, referral, or enforcement requirements imposed by state or federal law, nor to preclude reliance on external findings or court orders where authorized under this article. (f) Nothing in this division shall be construed to require the city council to initiate independent fact-finding in any particular matter, to limit the city council’s discretion under this division, to supersede proceedings conducted by courts or other tribunals, or to expand the city’s authority to impose discipline, suspension, or removal beyond that provided by law.

Sec. 2-715. - Preliminary administrative review by city manager or designee.

Information concerning alleged misconduct by a city council member may be received from any source, including members of the public, city employees, other city council members, court orders or findings, or other reliable information. Receipt of such information does not, by itself, constitute initiation of review or action under this division.

Except as provided in subsection (b), all such information shall be referred to the city manager or the city manager’s designee for preliminary administrative review. The purpose of the preliminary review is limited, non-adjudicative, and administrative in nature.
(a) Scope of preliminary review. The preliminary review shall be confined to threshold considerations only and shall not include factual findings, credibility determinations, or conclusions regarding whether misconduct occurred. In conducting the preliminary review, the city manager or designee may consider, among other relevant factors:
(1) Whether the information concerns conduct by a city council member; (2) Whether the alleged conduct, if true, could fall within one or more provisions of division 2 of this article;
(3) Whether the information is duplicative of matters previously reviewed or resolved under this article or other lawful processes, absent materially new information;
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(4) Whether the information reasonably indicates a material adverse risk to the lawful functioning of city governance or city operations, or to the safety of persons or entities; and
(5) Whether the information concerns conduct that is sufficiently current or concrete to warrant consideration under this division, as opposed to conduct that is remote in time, speculative, or based solely on anticipated future actions.

The city manager or designee is not required to make affirmative findings as to each factor and may refer the matter to the city council whenever, in the city manager’s administrative judgment, further consideration under this division may be warranted.
(b) Alternate preliminary reviewer. If the city manager is a complainant, a respondent, or otherwise directly involved in the matter under review, the preliminary administrative review shall be conducted by the human resources director or by a pre-designated neutral department head identified by resolution or administrative order of the city.

An alternate reviewer acting under this subsection shall have the same authority, limitations, and obligations as the city manager for purposes of this section. (c) Administrative closure and notice. If the preliminary administrative review determines that referral to the city council is not warranted, the matter may be closed at the administrative level.

In the event of administrative closure, the city manager, designee, or alternate reviewer shall provide written notice to the complainant stating that the information submitted has been reviewed and that it has been determined that no further action under this division is warranted at this time. The notice need not include factual findings, legal analysis, or any explanation beyond that statement, and the city manager, designee, or alternate reviewer shall not be required to provide any additional information regarding the basis for the determination.

Administrative closure does not preclude future review if materially new information is later received.
(d) Referral to city council. If the city manager, designee, or alternate reviewer determines that further consideration may be warranted, the matter shall be referred to the city council for consideration under section 2-716. Referral shall be neutral, non-adjudicative, and limited to summarizing the information received and the basis for referral. The referral shall not include recommendations regarding findings, outcomes, or governance-based measures.

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(e) Limitations on individual briefings. The city manager, designee, or alternate reviewer shall not individually brief, consult with, or advise city council members regarding the merits of the matter outside a duly noticed meeting, except as expressly permitted by law.

Sec. 2-716. - Secondary administrative review by city council and threshold action.

Upon referral pursuant to section 2-715, the city council shall consider the matter in a duly noticed meeting, in open or closed session as authorized by law. Authority under this section is exercised collectively by the city council by a majority vote of the city council members present and eligible to vote, unless otherwise expressly stated in this article. (a) Recusal of affected council members. If the matter under consideration involves a city council member as a complainant, reporting party, or respondent, that city council member shall recuse themselves from participation, including discussion, deliberation, and voting, with respect to actions taken under this section and any subsequent sections of this division relating to the same matter, except as otherwise required by law.
(b) Nature of city council consideration. City council consideration under this section is threshold and administrative in nature. The city council shall not make factual findings, credibility determinations, or conclusions regarding whether misconduct occurred at this stage.
(c) Threshold actions available to city council. After consideration of the information referred under section 2-715, the city council may, by majority vote and consistent with applicable law:
(1) Decline to initiate further review or action under this division; (2) Request additional administrative clarification from the city manager, designee, or alternate reviewer, without authorizing investigation; (3) Authorize early, non-adversarial governance-based interventions, including facilitated governance discussions or mediation where appropriate and permitted by law;
(4) Direct issuance of a preservation notice pursuant to section 2-717; (5) Authorize an investigation pursuant to section 2-718; (6) Authorize interim governance-based measures where reasonably necessary to address a material adverse risk to the lawful functioning of city governance or city operations, or to protect the safety of persons or entities; or Ordinance No. 2537

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(7) Take any other action expressly authorized by this division and consistent with applicable law.
(d) Notice of city council determination. If the city council determines, by majority vote, that no further review or action under this division is warranted, the city shall provide written notice to the complainant stating that the city council has considered the matter and determined that no further action under this division is warranted at this time.

The notice shall not include factual findings, legal conclusions, or explanations beyond that statement, and shall expressly state that the city council has made no finding regarding the merits of the information submitted. (e) Closed session reporting. Where city council consideration under this section occurs in closed session, any report out of closed session shall be limited to the extent required or permitted by law and may state only that the city council considered a matter pursuant to this division and took the action reflected in subsection (c), without identifying the subject of the matter or disclosing confidential information.
(f) No mandatory action. Nothing in this section requires the city council to authorize investigation, issue a preservation notice, or impose governance-based measures in response to any particular report, allegation, or request for action.

Sec. 2-717. - Preservation of documents, communications, and records.

Upon direction of the city council pursuant to section 2-716, the city shall issue a written preservation notice in connection with further review, investigation, or potential action under this division.
(a) Preservation obligation. The city council member who is the subject of the matter shall preserve all documents, communications, and records reasonably related to the matters identified in the preservation notice. Preservation is required regardless of whether the information is favorable or unfavorable to any person or entity.

The preservation obligation applies to information in the possession, custody, or control of the city council member that relates to city business or city governance, including information stored on personal devices, personal accounts, cloud-based services, third-party platforms, or artificial intelligence tools, to the extent such information relates to city matters.

Compliance with a preservation notice issued under this section is in addition to, and does not replace, any preservation, retention, or disclosure obligations imposed by adopted city policy or by applicable state or federal law, including public records, litigation hold, or records retention requirements.

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(b) Scope and conduct of preservation. During the preservation period, a city council member shall not destroy, alter, delete, overwrite, conceal, or cause the destruction, alteration, or concealment of any document, communication, or record subject to preservation.

Preservation under this section does not require disclosure, production, inspection, or access to preserved materials, and does not authorize searches, seizures, compelled production, or access by the city beyond that otherwise permitted by law.
(c) Duration of preservation. The preservation obligation shall remain in effect until the city council member receives written notice that review, investigation, and any related proceedings under this division have concluded and that preservation is no longer required.
(d) Additional preservation notices. Where reasonably necessary to protect the integrity of review or investigation, preservation notices may also be issued to other persons or entities subject to the city’s lawful authority, consistent with applicable law.
(e) Effect of noncompliance. Failure to comply with a preservation notice issued under this section may be considered in determining appropriate governance-based measures or escalation under division 4 of this article, consistent with applicable law.
(f) No waiver of rights. Nothing in this section shall be construed to waive or limit any constitutional, statutory, or common-law right or privilege, including privileges relating to attorney-client communications, work product, or privacy.

Sec. 2-718. - Investigation.

Where the city council authorizes an investigation pursuant to section 2-716, or where investigation is otherwise required by applicable state or federal law and is initiated by the appropriate city official consistent with such law, the city shall initiate an investigation for the purpose of developing an appropriate factual record.

An investigation under this section is administrative and fact-finding in nature. it is intended to inform the city council’s consideration of governance-based measures or escalation under this article and shall not constitute a criminal, civil, or adjudicatory proceeding.
(g) Authorization and purpose. An investigation may be initiated only upon authorization by the city council pursuant to section 2-716, or where investigation is required by applicable law. The purpose of an investigation is to gather Ordinance No. 2537

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information relevant to alleged misconduct and to assess whether governancebased measures or escalation under this article may be warranted. (h) Independence of investigator. Any investigation conducted pursuant to this section shall be performed by an independent investigator retained or administered by the city attorney, the city manager, the city manager’s designee, or outside counsel retained by the city.

The investigator shall not be a city employee, shall not be the city attorney, and shall not be subject to the direction or control of the city council member who is the subject of the investigation. The investigator shall possess appropriate training and experience in conducting public-sector investigations and shall exercise independent professional judgment.

The fact that the city attorney, outside counsel, the city manager, or the city manager’s designee may retain, coordinate, or administer the engagement of the investigator, or provide legal guidance regarding scope, procedure, or compliance with applicable law, shall not, by itself, compromise the investigator’s independence, provided that such involvement does not direct factual findings, credibility determinations, or investigative conclusions.

Communications with the city attorney or outside counsel for purposes of legal advice or procedural guidance shall be protected to the extent permitted by law. (i) Scope and method of investigation. The scope of an investigation shall be reasonably tailored to the nature of the alleged misconduct, the information available, and the degree of material adverse risk identified. The city council retains discretion to define or refine the scope, duration, and subject matter of the investigation consistent with this article and applicable law. (j) Investigatory activities. An investigation may include review of documents, communications, and records; examination of publicly available information; and interviews of individuals who agree to participate.
(k) Participation by subject city council member. The city council member who is the subject of the investigation shall be provided an opportunity to participate and to respond in good faith, including by providing information and participating in interviews, subject to applicable constitutional, statutory, and common-law rights and privileges.

Failure to cooperate in good faith may be considered in determining appropriate governance-based measures or escalation under division 4 of this article, consistent with applicable law.

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(l) Participation by city employees and others. City employees shall participate in investigations to the extent required by applicable law and adopted city policy and subject to any rights or protections afforded by law.

Participation by individuals other than the subject city council member or city employees is voluntary. Nothing in this section authorizes the city to compel testimony, administer oaths, issue subpoenas, or impose penalties for nonparticipation, except as otherwise permitted by law. (m)Notice of investigation. The city council member who is the subject of the investigation shall be provided written notice that an investigation has been initiated, the general nature of the matters under review, and the identity or role of the investigator. The city council member may be represented by counsel at their own expense.
(n) Investigative report; review and confidentiality. Upon completion of the investigation, the investigator shall prepare a written report summarizing factual findings within the authorized scope of the investigation. The report may include observations or considerations relevant to governance-based measures or escalation but shall not make determinations of criminal or civil liability.

Prior to disclosure or consideration by the city council, the report shall be reviewed for compliance with applicable confidentiality, privacy, and information-protection laws. Information protected from disclosure by law shall be redacted or withheld as required.
(o) Conduct during pendency of investigation. To preserve the integrity and fairness of an investigation, members of the city council are encouraged to refrain from publicly characterizing the substance of the investigation, the credibility of witnesses, or the merits of the allegations while the investigation is pending, except as required or expressly permitted by law.

Nothing in this subsection shall be construed to prohibit acknowledgment of the existence of an investigation, explanation of procedural posture, compliance with legal obligations, or the exercise of rights protected by the United States or California Constitutions.

Sec. 2-719. - Independent fact-finding and advisory proceedings.

Independent fact-finding and advisory proceedings under this section are intended to provide the city council with a neutral, independent assessment of matters relating to alleged misconduct by a city council member where additional perspective, credibility evaluation, or institutional separation from city-directed investigation would materially assist the city council in determining whether governance-based measures or escalation under this article may be warranted.

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Proceedings under this section are advisory and administrative in nature. They are not investigations under section 2-718, are not adjudications, and do not constitute a finding of misconduct. Nothing in this section limits or replaces any investigation authorized elsewhere in this division.
(a) Circumstances warranting independent advisory proceedings. The city council may authorize an independent fact-finding or advisory proceeding where it determines that one or more of the following circumstances exist:
(1) The matters under review involve material factual disputes, credibility issues, or competing accounts that would benefit from neutral evaluation; (2) The alleged misconduct presents a material adverse risk to the lawful functioning of city governance or city operations such that additional institutional separation is warranted;
(3) Escalation under division 4 of this article is reasonably contemplated and the city council seeks an advisory record distinct from city-directed investigation; or (4) Other circumstances demonstrate that an independent advisory process would materially assist the city council’s deliberations.
(b) Authorization and initiation. An independent fact-finding or advisory proceeding may be initiated only by action of the city council, taken by majority vote in a duly noticed meeting, in open or closed session as authorized by law. The authorizing action shall identify the general subject matter and advisory purpose of the proceeding.
(c) Independence and qualifications of fact-finder. Any advisory proceeding under this section shall be conducted by a neutral third party retained or administered by the city council, the city attorney, the city manager, the city manager’s designee, or outside counsel retained by the city, as authorized by the city council.

The fact-finder shall not be a city employee, shall not be the city attorney or any attorney employed by or regularly representing the city, and shall not be subject to the direction or control of the city council member who is the subject of the proceeding. The fact-finder shall exercise independent professional judgment and conduct the proceeding in a manner consistent with applicable law and professional standards.

The fact that city officials or counsel may retain, coordinate, administer, or provide legal or procedural guidance regarding scope, process, or compliance with law shall not, by itself, compromise independence, provided that the fact-finder is not substantively directed as to factual findings, credibility assessments, or advisory conclusions.

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(d) Scope and methods. The scope of an independent advisory proceeding shall be defined by the city council and reasonably tailored to the matters presented. The fact-finder may review investigative materials, receive documents or written submissions, conduct interviews, and assess credibility to the extent permitted by law and consistent with the advisory nature of the proceeding.

Nothing in this section confers subpoena power, authority to compel testimony, or enforcement authority unless expressly granted by law.
(e) Notice and participation. The city council member who is the subject of the advisory proceeding shall be provided written notice of its initiation and the general nature of the matters under review. The city council member may submit information voluntarily, may be interviewed by the fact-finder, and may be represented by counsel at the city council member’s own expense, subject to applicable rights and privileges.
(f) Advisory report. Upon completion of the proceeding, the fact-finder shall prepare a written advisory report summarizing factual findings and observations within the authorized scope. The report may include non-binding observations relevant to governance-based measures or escalation but shall not make determinations of criminal or civil liability and shall not, by itself, constitute a finding of misconduct. (g) Confidentiality and redactions. Prior to disclosure or consideration by the city council, an advisory report shall be reviewed for compliance with applicable confidentiality, privacy, and information-protection laws. Information protected from disclosure by law shall be redacted or withheld as required. (h) Use of advisory report. The city council may consider an advisory report prepared under this section in determining whether to impose governance-based measures, initiate escalation under division 4 of this article, rely on external findings pursuant to section 2-720, or take other action authorized by this article. The city council retains sole discretion regarding whether and how to act upon any advisory findings or observations.

Sec. 2-720. - Reliance on external findings and orders.

This section governs the city council’s reliance on findings, orders, or determinations issued by courts or other authorized tribunals when evaluating alleged misconduct by a city council member and determining whether governance-based measures or escalation under this article may be warranted.

Reliance under this section is intended to avoid duplicative proceedings, prevent relitigation of matters already resolved by competent authorities, and permit timely and lawful action to protect the lawful functioning of city governance or city operations, or the safety of persons or entities.

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(a) External findings and orders covered. For purposes of this section, external findings and orders include final or operative findings, orders, judgments, or determinations issued by a court of competent jurisdiction or other authorized tribunal, including workplace violence restraining orders, civil harassment restraining orders, criminal protective orders, probation conditions, injunctions, administrative findings, or other legally binding directives relating to conduct described in division 2 of this article.
(b) Authority to rely without re-adjudication. The city council may rely upon external findings and orders described in subsection (a) without independently reinvestigating or re-adjudicating the underlying facts. Reliance on an external finding or order under this section does not constitute a separate determination of misconduct by the city council beyond the scope of the external finding or order. (c) Timing, effect, and scope of reliance. Reliance under this section may occur at any stage of review under this division. Where an external finding or order restricts conduct, contact, participation, or access, the city council may authorize governance-based measures reasonably necessary to ensure compliance with the external finding or order and to protect the lawful functioning of city governance or city operations, or the safety of persons or entities.
(d) Relationship to investigation and advisory proceedings. Nothing in this section requires the city council to delay action pending completion of an investigation or advisory proceeding where an external finding or order is operative and immediate action is reasonably necessary. Conversely, the city council may consider investigative or advisory materials developed under this division when determining the appropriate scope or duration of governance-based measures imposed in reliance on an external finding or order.

Sec. 2-721. - Interim governance-based measures.

Interim governance-based measures under this section are temporary, protective actions intended to preserve the integrity, safety, and lawful functioning of city governance or city operations during the pendency of review, investigation, advisory proceedings, or reliance on external findings. Interim measures are not disciplinary actions and do not constitute findings of misconduct.
(a) Purpose and timing. The city council may authorize interim governance-based measures where information received or developed pursuant to this division reasonably indicates an immediate or ongoing material adverse risk to the lawful functioning of city governance or city operations, or to the rights or safety of persons or entities. Interim measures may be imposed before completion of investigation or advisory proceedings where reasonably necessary to address identified risks.

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(b) Scope of interim measures. Interim governance-based measures shall be narrowly tailored to the circumstances presented and imposed only to the extent reasonably necessary to mitigate identified material adverse risks, while preserving the elective nature of public office. Interim measures may include, but are not limited to, temporary limitations on participation in specified city council matters, agenda items, committees, boards, or liaison assignments; temporary restrictions on direct contact with specified persons or entities; and temporary adjustments to access to nonpublic information.
(c) Quorum and continuity of governance. Interim governance-based measures shall be implemented, to the extent reasonably practicable and consistent with applicable law, in a manner that preserves the city council’s ability to establish a quorum and to conduct the essential business of the city. Nothing in this subsection shall be construed to require the city council to disregard or modify a court order, restraining order, or other legally binding directive issued by a court of competent jurisdiction.
(d) Duration and review. Interim governance-based measures shall be imposed for the minimum duration reasonably necessary under the circumstances and shall be subject to periodic review by the city council. Interim measures may be modified or lifted as circumstances change or as additional information becomes available. (e) Relationship to other actions. The imposition of interim governance-based measures does not preclude completion of investigation or advisory proceedings under this division, reliance on external findings pursuant to section 2-720 of this article, or escalation under division 4 of this article where warranted. (f) Contingent suspension pending external adjudication. As a temporary and protective measure, suspension of a city council member pending resolution of criminal proceedings or other external adjudication may be considered only if and to the extent authorized by law, and only where the city council determines that continued exercise of official duties presents an immediate and substantial risk to the lawful functioning of city governance or to public safety.

At present, the city lacks authority to suspend elected officials pending external adjudication. This subsection is included solely to articulate a governance framework that would apply if and when such authority is granted to municipalities by the State of California through enabling legislation or constitutional amendment.

Absent such authority, no suspension pending adjudication may be imposed under this article.
(g) Effect of suspension pending adjudication if authorized. If suspension pending adjudication is authorized by law and imposed pursuant to this section, such suspension shall be temporary, shall not constitute removal from office, and shall remain in effect only for the duration and under the conditions permitted by law.

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The city council shall ensure continuity of city governance consistent with applicable law during any period of suspension.
(h) Limitations on scope. Nothing in this section shall be construed to authorize the adoption of permanent or generally applicable governance rules, policies, or restrictions applicable to all city council members, which shall be adopted, if at all, through separate legislative or policy action of the city council.

Sec. 2-722. - Indemnification and reimbursement of costs.

The provision of legal defense, indemnification, or reimbursement of costs to a city council member in connection with any matter arising under this article shall be governed exclusively by applicable state law. Nothing in this article shall be construed to expand, create, or guarantee a right to defense, indemnification, or reimbursement of costs at public expense beyond that provided by law.
(a) No automatic right to defense or indemnification. Nothing in this article authorizes or requires the city to provide legal representation, advance defense costs, indemnify, or reimburse a city council member for attorneys’ fees, costs, or expenses incurred in connection with alleged misconduct. Any such determination shall be made solely pursuant to applicable statutory standards and procedures. (b) Scope of lawful indemnification. To the extent permitted by law, the city may provide defense or indemnification only for acts or omissions occurring within the course and scope of lawful city council duties and undertaken in good faith in furtherance of city governance. The city shall not indemnify or reimburse costs arising from acts or omissions determined to be outside the scope of official duties, undertaken for personal benefit, or otherwise excluded from indemnification under applicable law.
(c) Independent determination required. Any decision to provide, deny, condition, or withdraw defense or indemnification shall require an independent determination made in accordance with applicable law. Nothing in this article shall be construed to predetermine, influence, or constrain that determination, or to require the city to provide representation or reimbursement pending resolution of factual or legal issues.
(d) No authorization of private counsel for personal misconduct. Nothing in this article shall be construed to authorize the city to fund or reimburse private legal counsel retained by a city council member for matters involving alleged personal misconduct, violations of law, or acts outside the scope of official duties, except to the extent expressly permitted by statute and approved pursuant to applicable legal standards.
(e) Reliance on external findings. In determining whether defense, indemnification, or reimbursement is permitted or required, the city may consider final judicial, Ordinance No. 2537

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administrative, or arbitral findings, including findings described in section 2-720 of this article, establishing whether the conduct at issue occurred within the scope of official duties or involved conduct for which indemnification is not authorized. (f) Recovery of costs where indemnification is not authorized. Where permitted by law, and following a final determination that a city council member acted outside the scope of lawful city council duties or engaged in conduct for which defense, indemnification, or reimbursement is not authorized, the city shall seek recovery of any defense costs or indemnification amounts previously advanced. Recovery may include reimbursement, offset against amounts otherwise payable by the city, or other lawful means of recoupment authorized by statute. Nothing in this subsection shall be construed to authorize recovery in excess of that permitted by law or to impose personal liability beyond that allowed by applicable legal standards.

Sec. 2-723. - Safeguards against misuse of process.

The reporting, review, investigation, and governance-based measures established by this division are intended to protect the integrity, safety, and lawful functioning of city governance or city operations. These processes shall not be invoked or used for improper purposes or in a manner that undermines city governance, city operations, or the rights of persons or entities.

This section preserves the availability of good-faith reporting and compliance with investigations required by law, while preventing abuse, intimidation, coercion, or political manipulation of the processes established by this article. (a) Prohibited misuse of process. The city council may take appropriate action to limit, dismiss, or decline to pursue reports, requests for action, or other invocations of process under this division where it is determined, based on the information available, that such invocation:
(1) Was knowingly false or made with reckless disregard for the truth; (2) Repeats allegations that have previously been reviewed or resolved under this article or through other lawful processes, absent materially new information; (3) Is itself inconsistent with division 2 of this article; or (4) Otherwise constitutes an abuse of the processes established by this article that poses a material adverse risk to the lawful functioning of city governance or city operations.
(b) Considerations in determining misuse. In determining whether misuse of process has occurred, the city council may consider the timing, frequency, substance, and context of the invocation, including whether it coincides with city council actions, Ordinance No. 2537

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votes, elections, or other governance activities, and whether the invocation reflects a pattern of conduct inconsistent with good-faith reporting. (c) No limitation on mandatory investigations. Nothing in this section shall be construed to limit or excuse the city’s obligation to initiate or complete investigations required by state or federal law.
(d) Protection of good-faith reporting. Nothing in this section shall be construed to discourage or penalize good-faith reporting, to require that a report be substantiated in order to be made, or to impose adverse consequences solely because a report is not sustained following review or investigation. (e) Responses to misuse. Where misuse of process is determined, the city council may authorize governance-based measures consistent with this article, including limiting further review of duplicative or improper allegations, declining to pursue improper requests for action, or taking other measures reasonably necessary to protect city governance, city operations, and the integrity of the process.

DIVISION 4 – GOVERNANCE-BASED MEASURES AND ESCALATION
Sec. 2-724. - Overview.

This division establishes the framework by which the city council may authorize governance-based measures and escalation based on information developed pursuant to division 3 of this article. Governance-based measures under this division are intended to protect the integrity, safety, and lawful functioning of city governance or city operations and are not employment actions, criminal sanctions, or determinations of civil liability.

Except as otherwise expressly provided in this article, any action taken under this division shall be approved by a vote of the city council members present and eligible to vote, excluding any city council member who is required to recuse themselves under this article or applicable law.
(a) Progressive escalation framework. Governance-based measures are progressive by default. Where appropriate, the city council shall consider corrective or remedial measures before authorizing more restrictive responses and shall escalate based on the nature, severity, frequency, and context of the misconduct; the record developed under division 3 of this article; the existence of external findings or court orders; the degree of material adverse risk presented to the lawful functioning of city governance or city operations, or to the safety of persons or entities; and the effectiveness or ineffectiveness of prior governance-based measures. (b) Pattern-based escalation. The city council may determine that escalation is warranted where misconduct reflects a pattern rather than an isolated incident. A pattern may be established by repeated violations of the standards of conduct set forth in division 2 of this article, repeated matters supported by investigation or advisory findings under division 3 of this article, or repeated failure to comply with Ordinance No. 2537

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corrective or remedial governance-based measures authorized under section 2- 725 of this article.
(c) Escalation based on noncompliance or ineffectiveness. Escalation may be warranted where a city council member fails to comply fully or in good faith with corrective or remedial governance-based measures, interim governance-based measures, or participation obligations imposed pursuant to division 3 of this article, or where such measures have proven ineffective to mitigate identified material adverse risks to city governance or city operations.
(d) Escalation based on severity or risk. Nothing in this division requires the city council to proceed sequentially through each category of response. The city council may authorize more restrictive governance-based measures, even in the absence of a pattern, where the misconduct presents a material adverse risk to the lawful functioning of city governance or city operations, or to public safety; where external findings or court orders are operative; or where delay would materially compromise governance or safety.
(e) Reliance on division 3 record. Governance-based measures and escalation under this division shall be based on the record developed pursuant to division 3 of this article, including investigative reports, advisory findings, reliance on external findings or orders, documented violations of interim governance-based measures, and documented compliance or noncompliance with corrective or remedial governance-based measures. The city council shall not be required to independently re-investigate or re-adjudicate facts already developed through those processes.
(f) Removal-seeking action as last resort. Any removal-seeking action contemplated by this division is intended as a last resort and shall be pursued only where authorized by law and where lesser governance-based measures are insufficient to protect the lawful functioning of city governance or city operations, or public safety. Removal-seeking action is further governed by sections 2-729 and 2-730 of this article and shall not be operative absent enabling legislative or constitutional authority.

Sec. 2-725. - Corrective and remedial measures.

Corrective and remedial measures under this section are governance-based measures intended to address misconduct that is reasonably remediable, to clarify expectations, and to reduce material adverse risk to the lawful functioning of city governance or city operations.

Corrective and remedial measures shall be informed by the record developed pursuant to division 3 of this article, including investigations authorized under section 2-718, advisory findings under section 2-719, reliance on external findings or orders under section 2-720, and other information properly before the city council.

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(a) Purpose and use. The purpose of corrective and remedial measures is to address misconduct through education, guidance, facilitated intervention, or other structured governance-based measures. Such measures are appropriate where the city council determines that the misconduct does not present an immediate or substantial material adverse risk to the lawful functioning of city governance or city operations, or to public safety, and that remediation is reasonably likely to be effective.
(b) Types of corrective and remedial measures. Corrective and remedial measures may include, as appropriate to the circumstances, mandatory or recommended training related to city governance, ethics, conflicts of interest, Brown Act compliance, workplace conduct, or other relevant subjects; written governance directives clarifying permissible conduct, communication protocols, or professional boundaries; facilitated governance interventions or coaching; and requirements to acknowledge receipt and understanding of applicable policies, directives, or expectations.
(c) Authorization and implementation. Corrective and remedial measures shall be authorized by majority vote of the city council members present and eligible to vote, taken in open session except where closed session consideration is expressly authorized by law. The city council may specify the scope, duration, and completion requirements for such measures, including reasonable deadlines for completion.
(d) Effect of compliance or noncompliance. Successful completion of authorized corrective or remedial measures may be considered by the city council in determining whether further escalation under section 2-724 of this article is warranted. Failure to comply fully or in good faith with authorized measures, refusal to participate, or subsequent misconduct demonstrating that remediation has been ineffective may be considered in determining whether escalation pursuant to section 2-724 is appropriate.

Sec. 2-726. - Governance-based limitations and restrictions.

Governance-based limitations and restrictions under this section are durable governancebased measures intended to regulate the exercise of office, not the holding of office, where such limitations or restrictions are reasonably necessary to protect the lawful functioning of city governance or city operations, or to mitigate material adverse risk to public safety. Limitations and restrictions imposed pursuant to this section do not remove a city council member from office, suspend the office, or constitute a determination of criminal or civil liability.
(a) Circumstances warranting limitations. The city council may authorize governancebased limitations and restrictions where it determines that continued unrestricted exercise of office presents a material adverse risk to the lawful functioning of city Ordinance No. 2537

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governance or city operations, or to public safety, and that limitations or restrictions under this section are reasonably necessary to mitigate the identified risk, whether alone or in combination with other governance-based measures. (b) Types of limitations and restrictions. Governance-based limitations and restrictions may include, as reasonably necessary under the circumstances, limitations on participation in specified city council matters or agenda items; removal from or limitation of committee, board, or liaison assignments; requirements that specified interactions with identified persons or entities occur only through designated city staff or in structured settings; restrictions on access to nonpublic information where necessary to protect city operations or to comply with external findings or orders; and other durable constraints reasonably designed to mitigate identified material adverse risks while preserving the elective nature of public office. (c) Authorization and scope. Governance-based limitations and restrictions shall be authorized by majority vote of the city council members present and eligible to vote, taken in open session except where closed session consideration is expressly authorized by law. The authorizing action shall specify the nature, scope, and duration of the limitations imposed and shall be reasonably tailored to the risks identified in the record developed pursuant to division 3 of this article. (d) Quorum and continuity of governance. Governance-based limitations and restrictions shall be implemented, to the extent reasonably practicable and consistent with applicable law, in a manner that preserves the city council’s ability to establish a quorum and to conduct the essential business of the city. Nothing in this subsection shall be construed to require the city council to disregard or modify a court order, restraining order, or other legally binding directive issued by a court of competent jurisdiction.
(e) Duration and review. Governance-based limitations and restrictions shall remain in effect only for the duration reasonably necessary to address the identified material adverse risks and shall be subject to periodic review by the city council. The city council may modify or lift such limitations where circumstances materially change, where compliance is demonstrated, or where the identified risks have been adequately mitigated.

Sec. 2-727. - Referral to external authorities and proceedings.

Referral to external authorities under this section is a governance-based escalation mechanism by which the city council may transmit matters involving alleged misconduct by a city council member to entities with independent investigatory, enforcement, or adjudicatory authority where the conduct exceeds, or may exceed, the city council’s institutional authority to address internally.

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Referral under this section is intended to ensure compliance with applicable law, protect public safety, and address matters that may require criminal, civil, administrative, regulatory, or professional review by external bodies.
(a) Circumstances warranting referral. The city council may authorize referral where it determines that the conduct at issue may implicate criminal law, civil law, ethics or campaign-finance requirements, conflicts of interest laws, professional standards, court orders, or other legal obligations beyond the city council’s authority to enforce. Referral may also be warranted where the misconduct presents a material adverse risk to the lawful functioning of city governance or city operations, or to public safety.
(b) Mandatory referral where required by law. Nothing in this article shall be construed to limit, delay, or excuse referral to external authorities where such referral is required by state or federal law. Where information available to the city reasonably indicates conduct that must be reported or referred to law enforcement, prosecutorial authorities, regulatory agencies, or other entities pursuant to applicable legal requirements, the city council or appropriate city official shall ensure that such referral is made in accordance with law. (c) Authorization and procedure. Referral shall be authorized by majority vote of the city council members present and eligible to vote, taken in open session except where disclosure of the referral itself is restricted by law. The city council may direct that relevant materials developed pursuant to this article be transmitted to the external authority, subject to applicable confidentiality, privilege, and informationprotection requirements. (d) Effect of referral. Referral to external authorities does not preclude the city council from continuing to impose or maintain governance-based measures under this article, including interim measures under section 2-721 or governance-based limitations under section 2-726, where reasonably necessary to protect the lawful functioning of city governance or city operations, or public safety. Conversely, the city council may determine that further action under this article should be deferred, modified, or escalated based on the status or outcome of external proceedings. (e) No adjudication by city council. Authorization of referral under this section shall not be construed as a determination by the city council that misconduct occurred, nor as a finding of criminal or civil liability. The city council’s role under this section is limited to governance oversight and compliance with applicable legal obligations.

Sec. 2-728. - Censure.

Censure is a formal governance-based measure by the city council intended to publicly condemn conduct that undermines the integrity, safety, or lawful functioning of city governance or city operations. Censure does not remove a city council member from office, suspend the office, or constitute a determination of criminal or civil liability. It is an Ordinance No. 2537

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institutional expression of disapproval adopted to protect city governance, provide transparency, and establish a clear record of the city council’s response.

The procedures set forth in this section establish the minimum procedure required before adoption of a resolution of censure. Nothing in this section shall be construed to require the city council to conduct an adjudicatory or trial-like proceeding, or to limit the city council’s discretion to structure its deliberations in a manner consistent with applicable law.
(a) Initiation of censure. The city council may initiate censure proceedings where it determines that the conduct at issue implicates one or more provisions of division 2 of this article and that corrective or remedial governance-based measures under section 2-725 of this article are insufficient, ineffective, or inappropriate under the circumstances. Initiation of censure shall occur by action taken in open session and shall require a majority vote of the city council members present and eligible to vote.
(b) Written notice. No fewer than ten (10) calendar days prior to the city council meeting at which a resolution of censure is to be considered, the city council member who is the subject of the proposed censure shall be provided with written notice. The notice shall describe the conduct at issue with reasonable specificity, identify the provisions of this article implicated, and state the date, time, and place of the city council meeting at which the proposed censure will be considered. (c) Access to materials. At the time notice is provided, the city council member shall be provided access to the materials upon which the proposed censure is based, including investigative reports, advisory findings, or external findings relied upon by the city council, subject to redaction or withholding as required by law. (d) Opportunity to respond. Before the city council votes on a resolution of censure, the city council member who is the subject of the proposed censure shall be afforded an opportunity to respond in open session. This opportunity shall include the ability to make an oral statement to the city council and to submit written materials for inclusion in the public record no later than five (5) calendar days prior to the meeting.

If the proposed censure arises from a complaint submitted by another city council member, that council member may also be afforded a limited opportunity to address the city council in open session, subject to the same time, place, and manner limitations.

The city council member who is the subject of the proposed censure may be represented by counsel at the city council member’s own expense. Reasonable time, place, and manner limits may be imposed to ensure orderly proceedings.

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(e) Public comment. Public comment on a proposed resolution of censure shall be permitted in accordance with the Brown Act and the city council’s rules of procedure. Public comment shall be limited to the subject matter of the proposed censure. City council members shall not use public comment to present evidence, call witnesses, elicit testimony, or conduct examination or cross-examination, and public comment shall not be treated as an evidentiary record. (f) No evidentiary or adjudicatory hearing. Censure proceedings are legislative and governance-based in nature and shall not constitute an evidentiary or adjudicatory hearing. No party has the right to call witnesses, compel testimony, or conduct cross-examination. Nothing in this section prohibits the city council, in its discretion and by action taken in open session, from receiving additional information or statements where doing so would assist deliberation, provided such action does not convert the proceeding into a trial-like hearing.
(g) Consideration and vote. Following notice, opportunity to respond, and public comment, the city council may deliberate and vote in open session on whether to adopt a resolution of censure at the noticed meeting or a continued meeting.

Adoption of a resolution of censure shall require a majority vote of the city council members present and eligible to vote, unless a higher threshold is required by law. (h) Contents and effect of censure. A resolution of censure may describe the conduct at issue and its impact on city governance or city operations, identify the standards of conduct implicated, and include a formal statement of condemnation or disapproval. A resolution of censure may also articulate expectations for future conduct and reference the potential for escalation under this division if misconduct continues or recurs.

Sec. 2-729. - Impeachment.

Impeachment under this article is a removal-seeking governance action of last resort. It is intended to address extraordinary circumstances in which a city council member’s continued service presents an intolerable material adverse risk to the lawful functioning of city governance or city operations, or to public safety, and where lesser governancebased measures have been ineffective, have been disregarded, or are clearly inadequate under the circumstances.

Impeachment is not intended to punish political disagreement, unpopular viewpoints, or lawful legislative conduct. It is reserved for serious misconduct demonstrating that continued service is incompatible with the lawful and safe functioning of municipal governance.
(a) Threshold for initiation. Impeachment proceedings may be initiated where the city council determines, based on the record developed pursuant to division 3 of this article, that one or more of the following conditions exist, whether arising from a single incident or from repeated conduct over time:

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(1) Repeated or willful non-compliance with corrective or remedial governancebased measures, governance-based limitations or restrictions, or other measures authorized under this article, demonstrating that lesser responses are ineffective to mitigate identified risks;
(2) Egregious misconduct that, by its nature or severity, renders corrective measures, censure, or governance-based limitations clearly inadequate or inappropriate;
(3) A final judicial, administrative, or arbitral finding establishing conduct that would justify removal, forfeiture, or disqualification from office under applicable law; or (4) Willful violation of court orders, restraining orders, or other legally binding directives relating to city governance or the exercise of city council authority. (b) Initiation of impeachment proceedings. Impeachment proceedings shall be initiated by a majority vote of the city council members present and eligible to vote, taken in open session to the extent permitted by law. The initiating action shall identify the general grounds for impeachment and the provisions of this article implicated.
(c) Written notice. Upon initiation of impeachment proceedings, the city council member who is the subject of the proceedings shall be provided with written notice describing the conduct at issue with reasonable specificity, identifying the applicable standards under this article, and outlining the procedural steps to follow.

The notice shall provide no fewer than thirty (30) calendar days before commencement of any impeachment-related proceeding before an independent hearing officer.
(d) Independent hearing officer. Impeachment proceedings shall be conducted before an independent hearing officer retained by the city as authorized by the city council.

The hearing officer shall not be a city employee and shall not be subject to the direction or control of the city council member who is the subject of the proceedings.

To promote neutrality and institutional separation, the city council may authorize retention of the hearing officer through a neutral dispute-resolution provider, such as JAMS, the American Arbitration Association (AAA), Judicate West, or a comparable organization, or may retain a retired judicial officer or similarly qualified neutral with experience in public-sector governance matters.

The hearing officer shall exercise independent judgment and conduct the proceeding consistent with applicable law and the minimum procedural safeguards required for removal-seeking actions. The city council shall not serve as the finder of fact in impeachment proceedings.

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The fact that the city council, the city attorney, outside counsel, the city manager, or a designee may retain, coordinate, or provide legal or procedural guidance regarding scope or compliance with law shall not, by itself, compromise the independence of the hearing officer, provided that such guidance does not direct factual findings or recommendations.
(e) Procedure before hearing officer. The city council member subject to impeachment shall be afforded, at a minimum, a reasonable opportunity to be represented by counsel at their own expense, to submit evidence, and to respond to the allegations before the hearing officer, subject to applicable constitutional, statutory, and common-law rights and privileges.

These procedures establish the minimum procedure applicable to impeachment proceedings under this article and shall not be construed to create a trial-like forum, to adopt evidentiary rules beyond those required by law, or to expand the city’s authority beyond that authorized by statute or constitution. Any provision of defense costs or reimbursement shall be governed exclusively by applicable state law.
(f) Written findings and recommendation. Upon conclusion of the proceedings, the independent hearing officer shall issue written findings and a recommendation addressing whether removal or other removal-related action is warranted. The findings shall be based on the record developed and transmitted to the city council for final consideration.
(g) Final Action by city council. Following receipt of the hearing officer’s findings and recommendation, and after public comment to the extent required or permitted by law, the city council may take final action in open session by a supermajority vote of the city council members present and eligible to vote, to the extent authorized by law. Final action may include acceptance or rejection of the recommendation in whole or in part and, where authorized, removal from office. (h) Requirement of enabling authority. This section shall not be operative unless and until authority to impeach city council members is granted to municipalities by the State of California through enabling legislation or a constitutional amendment.

Nothing in this article shall be construed to assert or imply that the city presently possesses impeachment authority absent such authorization.

Sec. 2-730. - Disqualification from future office following impeachment.

Disqualification under this section is a removal-related governance action, distinct from impeachment. It is intended to address extraordinary circumstances in which a city council member, having been removed from office following impeachment proceedings, is determined to be unfit to hold future elective office due to misconduct demonstrating a Ordinance No. 2537

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fundamental incompatibility with the lawful functioning of city governance or city operations, or with public safety.

Disqualification is not automatic upon impeachment or removal. It is a separate and additional action that may be considered only after completion of impeachment proceedings pursuant to section 2-729 of this article and only where expressly authorized by law.
(a) Relationship to impeachment. Disqualification may be considered only following completion of impeachment proceedings under section 2-729 and only where the city council has taken final action resulting in removal from office. (b) Separate vote required. Any determination to disqualify a city council member from holding future elective office shall require a separate vote of the city council, distinct from and subsequent to any vote on impeachment or removal. Disqualification shall not be implied, inferred, or imposed by operation of law absent such separate action.
(c) Voting threshold. Disqualification under this section may be authorized only by a supermajority vote of the city council members present and eligible to vote, to the extent authorized by law.
(d) Findings required. Prior to any vote on disqualification, the city council shall adopt written findings, based on the record developed pursuant to division 3 of this article and the findings issued in the impeachment proceeding, that the misconduct at issue demonstrates that the individual’s future service in elective office would pose a material adverse risk to the lawful functioning of city governance or city operations, or to public safety.
(e) Scope of disqualification. Any disqualification authorized under this section shall be limited to future service in elective office within the City of West Covina, unless broader disqualification is expressly authorized by applicable law. Nothing in this section shall be construed to affect eligibility for state or federal office. (f) Preservation of electoral authority. Nothing in this section shall be construed to override voter eligibility requirements, recall procedures, or constitutional protections except to the extent expressly authorized by law. Disqualification is intended as an extraordinary governance safeguard and shall be construed narrowly.
(g) Requirement of enabling authority. This section shall not be operative unless and until authority to disqualify city council members from future elective office is granted to municipalities by the State of California through enabling legislation or a constitutional amendment. Nothing in this article shall be construed to assert or imply that the City presently possesses disqualification authority absent such authorization.

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