Spohn Ranch - 2024 Settlement Agrmt AMEND 1 - X-Park Project 2015-09AMENDMENT TO SETTLEMENT
AGREEMENT AND RELEASE
This Amendment to Settlement Agreement and Release (hereinafter the "Amendment") is
entered by and between the CITY OF LA QUINTA, a California municipal corporation ("City")
and SPOHN RANCH, a California corporation ("SR") and is binding and effective as of the
Amendment Effective Date (defined below). The City and SR are referred to jointly hereinafter
individually as a "Party" and collectively as the "Parties." The Parties enter into this Agreement
with reference to the following:
RECITALS
A. WHEREAS, on January 23, 2024, the Parties entered into that certain Settlement
Agreement and Release (hereinafter the "Original Agreement") for the purposes of resolving a
dispute between the City and SR that arose on a public works contract, and amendments
incorporated therein. Specifically, the "Dispute" (as defined in the Original Agreement) arose as
to SR's responsibility for locating the utilities as part of the City of La Quinta Public Works Project
No. 2015-09 under a design -build contract to investigate, design, and construct the La Quinta X -
Park facility and other ancillary improvements ("Project"). Except as modified by this
Amendment, the Recitals from the Original Agreement remain valid and binding and are
incorporated herein to this Amendment by this reference. All capitalized words not otherwise
defined in this Amendment shall have the same meaning ascribed to them in the Original
Agreement; and
B. WHEREAS, subsequent to the execution of the Original Agreement, the City
identified that the Final Accounting Amount, as defined therein, had to be adjusted to account the
actual amount of funds available as part of the approved appropriation for the Project, such that
the correct amount was One Hundred Sixty Thousand Three Hundred Twelve Dollars and Eight -
Five Cents ($160,312.85), referred to herein as the "Corrected Final Accounting Amount"; and
C. WHEREAS, SR's original intent when agreeing to settle the Dispute, and current
intent to completely settle the Dispute, includes the amount of One Hundred Forty -Five Thousand
Dollars ($145,000.00) (referred to herein as the "Additional Settlement Payment")
notwithstanding the City's adjustment to correct the actual amount of funds available for the Final
Accounting Amount; and
D. WHEREAS, the City delivered to SR, and SR has in its possession as of the date
of this Amendment, two separate checks, one for the $160,312,85 Corrected Final Accounting
Amount (City check no. 213025) and one for the $19,310.00 "Settlement Payment" as defined
therein (City check no. 213024). SR has held the two separate checks without depositing them
pending full resolution of the Dispute; and
E. WHEREAS, in order to fully resolve the Dispute and accurately document the
inclusion of the Additional Settlement Payment, the Parties mutually agree to amend the Original
Agreement, as more particularly set forth in this Agreement.
698/015610-0006
20389973.4 a04/03/24
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NOW THEREFORE, in consideration of the Recitals above, which are a substantive part
of this Amendment and incorporated by this reference, and pursuant to Section 13 of the Original
Agreement and mutual covenants set forth herein, the Parties agree as follows:
1. Additional Settlement Payment and Additional Performance Obligations
In addition to the terms and conditions set forth in the Original Agreement, the Parties
further agree as follows:
a) Notwithstanding Recital J in the Original Agreement or any other provisions to the
contrary in the Original Agreement, the Final Accounting Amount as defined in the
Original Agreement is deleted and replaced with the Corrected Final Accounting
Amount as defined in this Amendment. Anyplace in which the defined term "Final
Accounting Amount" is used in the Original Agreement shall be replaced and
substituted with the term "Corrected Final Accounting Amount" as defined herein.
b) Within fifteen (15) days of full execution of this Agreement, City shall pay to SR
by delivery of a separate check the Additional Settlement Payment. The Additional
Settlement Payment together with the Settlement Payment (as defined in the
Original Agreement) comprise the "Total Settlement Payment," which shall be
deemed to and does resolve the Dispute and also does resolve any and all
allegations or claims that may be disputed in prior or subsequent communications,
verbal and written, between the City and SR relating to the Project.
c) Upon full execution of this Amendment, SR shall deposit the following checks: (1)
the Settlement Payment (currently in the possession of SR), and (2) the Corrected
Final Accounting Amount (currently in the possession of SR); within fifteen (15)
days of delivery to SR of the Additional Settlement Payment, SR shall deposit the
check for the Additional Settlement Payment, such that the City's Finance
Department will receive confirmation of deposit of all three checks no later than
approximately 60 days of the Amendment Effective Date.
d) If not previously delivered, SR shall deliver to City any and all requested
information and documents, such as SR's W-9 issued by the Internal Revenue
Service, necessary or proper for facilitating the City's payment of the Total
Settlement Payment and disbursement of the Corrected Final Accounting Amount.
2. Integration and Remainder of Original Agreement in Full Force and Effect
Except as expressly modified by this Amendment, the terms and conditions in the Original
Agreement (including the full and general Release) remain valid and binding and in full force and
effect, and this Amendment is integrated into the Original Agreement.
3. Effective Date of Amendment
This Amendment shall be binding and deemed effective as of the later date of signature for
the respective Parties, which date shall be the "Amendment Effective Date."
698/015610-0006
20389973.4 a04/03/24
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4. Counterparts
This Amendment may be executed in counterparts and by facsimile, electronic mail or
other electronic delivery, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Amendment on the date set
forth below.
Date: .4 3 , 2024 SPOHNNCH, a California corporation
Date:
ATTEST (for City):
B Kirs en l e
Its: CEO
APPROVED AS TO FORM (for Spohn
Ranch)
By:
Jeffr
Esq.
, 2024 CITY OF LA QUINTA, a California
municipal corporation
SIGNED IN COUNTERPART
Monika Radeva
City Clerk
APPROVED AS TO FORM (for City)
By: SIGNED IN COUNTERPART
William H. Ihrke
City Attorney
6981015610-0006
20389973.4 a04/03/24
SIGNED IN COUNTERPART
By: Jon McMillen
Its: City Manager
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4. Counterparts
This Amendment may be executed in counterparts and by facsimile, electronic mail or
other electronic delivery, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Amendment on the date set
forth below.
Date:
Date:
1-1 A 1.
, 2024 SPOHN RANCH, a California corporation
SIGNED IN COUNTERPART
By: Kirsten Dermer
Its: CEO
APPROVED AS TO FORM (for Spohn
Ranch)
By: SIGNED IN COUNTERPART
Jeffrey D. Dermer, Esq.
, 2024 CITY OF LA QUINTA, a California
municipal corporation
cMillen
Its: City Manager
ATTEST (for City. :
Monika Radeva
City Clerk
APPROVED AS TO FORM (for City)
By: L r I , �J
William H. lhrke
City Attorney
698 015610-0006
20389973 4 a04.03.24
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— GEM of the DESERT —
City Council agendas and staff reports
are available on the City's
web page: www.LaQuintaCA.gov
CITY COUNCIL
AGENDA
CITY HALL COUNCIL CHAMBER
78495 Calle Tampico, La Quinta
REGULAR MEETING ON TUESDAY, APRIL 2, 2024
3:00 P.M. CLOSED SESSION 1 4:00 P.M. OPEN SESSION
Members of the public may listen to this meeting by tuning -in live via
http://laquinta.12milesout.com/video/live.
CALL TO ORDER
ROLL CALL: Councilmembers: Fitzpatrick, McGarrey, Pena, Sanchez, Mayor Evans
PUBLIC COMMENT ON MATTERS NOT ON THE AGENDA
At this time, members of the public may address the City Council on any matter not listed on
the agenda pursuant to the "Public Comments — Instructions" listed at the end of the agenda.
The City Council values your comments; however, in accordance with State law, no action
shall be taken on any item not appearing on the agenda unless it is an emergency item
authorized by the Brown Act [Government Code § 54954.2(b)].
CONFIRMATION OF AGENDA
CLOSED SESSION
1. CONFERENCE WITH LEGAL COUNSEL — ANTICIPATED LITIGATION;
INITIATION OF LITIGATION PURSUANT TO PARAGRAPH (4) OF SUBDIVISION
(d) OF SECTION 54956.9 (NUMBER OF POTENTIAL CASES: 1)
2. CONFERENCE WITH LEGAL COUNSEL — ANTICIPATED LITIGATION;
SIGNIFICANT EXPOSURE TO LITIGATION PURSUANT TO PARAGRAPH (2)
OR (3) OF SUBDIVISION (d) OF GOVERNMENT CODE SECTION 54956.9
(NUMBER OF POTENTIAL CASES: 1)
3. PUBLIC EMPLOYEE PERFORMANCE EVALUATION (QUARTERLY REVIEW)
PURSUANT TO GOVERNMENT CODE SECTION 54957, COUNCIL
APPOINTED POSITION — CITY MANAGER
CITY COUNCIL AGENDA
Page 1 of 7 APRIL 2, 2024
4oFT-
CALL TO ORDER
CITY COUNCIL
MINUTES
TUESDAY, APRIL 2, 2024
A regular meeting of the La Quinta City Council was called to order at 3:00 p.m. by Mayor
Evans.
PRESENT: Councilmembers Fitzpatrick, McGarrey, Pena, Sanchez, Mayor Evans
ABSENT: None
PUBLIC COMMENT ON MATTERS NOT ON THE AGENDA — None
CONFIRMATION OF AGENDA
Councilmember McGarrey said she will recuse herself and abstain from discussion and
vote on Consent Calendar Item No. 15 due to a potential conflict of interest stemming
from a business relationship, i.e., her employer, Southern California Gas Company, is
listed on the Demand Register, and requested that the item be pulled for a separate vote.
Councilmember McGarrey and Mayor Evans said they will comment on Consent
Calendar Item No. 4 related to setting compensation for City Boards, Commissions, and
Committees.
Council concurred.
CLOSED SESSION
1. CONFERENCE WITH LEGAL COUNSEL — ANTICIPATED LITIGATION;
INITIATION OF LITIGATION PURSUANT TO PARAGRAPH (4) OF
SUBDIVISION (d) OF SECTION 54956.9 (NUMBER OF POTENTIAL CASES: 1)
2. CONFERENCE WITH LEGAL COUNSEL — ANTICIPATED LITIGATION
SIGNIFICANT EXPOSURE TO LITIGATION PURSUANT TO PARAGRAPH (2)
OR (3) OF SUBDIVISION (d) OF GOVERNMENT CODE SECTION 54956.9
(NUMBER OF POTENTIAL CASES: 1)
3. PUBLIC EMPLOYEE PERFORMANCE EVALUATION (QUARTERLY REVIEW)
PURSUANT TO GOVERNMENT CODE SECTION 54957, COUNCIL
APPOINTED POSITION — CITY MANAGER
COUNCIL RECESSED THE OPEN SESSION PORTION OF THE MEETING AND
MOVED INTO CLOSED SESSION AT 3:02 P.M.
CITY COUNCIL MINUTES
Page 1 of 8 APRIL 2, 2024
MAYOR EVANS RECONVENED THE OPEN SESSION PORTION OF THE CITY
COUNCIL MEETING AT 4:02 P.M. WITH ALL MEMBERS PRESENT
REPORT ON ACTION(S) TAKEN IN CLOSED SESSION:
City Attorney Ihrke reported the following pursuant to Government Code section 54957.1
(Brown Act):
• CLOSED SESSION ITEM NO. 1 — no new reportable action on this matter.
The authorization to initiate litigation as reported out for Closed Session Item No. 1 from
the February 20, 2024, Council meeting remains in place, and no new action was taken
tonight for Closed Session Item No. 1 that requires additional reporting.
• CLOSED SESSION ITEM NO. 2 — Council took the following action on this item:
MOTION — A motion was made and seconded by Councilmembers Pena/Fitzpatrick
authorizing the City Attorney's Office to approve a settlement of litigation prior to
commencement of judicial proceedings. Motion passed unanimously.
If and when a settlement agreement is executed, upon inquiry of any person, the terms
and conditions of the agreement are subject to disclosure and would be available for
inspection as a public record in accordance with the California Public Records Act
(Government Code § 7920.000 et seq.).
• CLOSED SESSION ITEM NO. 3 — Council will reconvene Closed Session after
the Open Session portion of the meeting to consider this item.
PLEDGE OF ALLEGIANCE
Councilmember Fitzpatrick led the audience in the Pledge of Allegiance.
PUBLIC COMMENT ON MATTERS NOT ON THE AGENDA
City Clerk Radeva said WRITTEN PUBLIC COMMENTS were received from La Quinta
resident Jessica Klein regarding the Coachella Valley Animal Campus (CVAC) shelter,
which was distributed to Council, made public, published on the City's website, and
included in the public record of this meeting.
PUBLIC SPEAKER: Jessica Klein, La Quinta — provided a hand-out with questions
regarding the CVAC animal shelter; updated Council on her recent positive dog adoption
experience from the Humane Society of the Desert animal shelter in Desert Hot Springs;
said CVAC could learn from them; noted that CVAC turned down offers from Big Dog
Ranch in Florida and Best Friends Animal Sanctuary in Utah who proposed to take dogs
to help with overcrowding and provide training for staff; and requested that CVAC be put
on a future agenda for a full discussion.
CITY COUNCIL MINUTES
Page 2 of 8 APRIL 2, 2024