HomeMy WebLinkAbout2026 Doren, Jason - Ramirez 51000 Undergrounding Power LinesDocusign Envelope ID BCDCDF87-DFC9-4F1F-B5C5-FBBO5F0886CD
JOINT DEFENSE AND COMMON INTEREST CONFIDENTIALITY AGREEMENT
This Joint Defense and Common Interest Confidentiality Agreement ("Agreement") is
made and entered into on February 10, 2026 ("Agreement Date"), by and between the City of
La Quinta, a California municipal corporation and charter city ("City"), and Jason Doren, an
individual and owner of certain residential real property located at located at 51000 Avenida
Ramirez in the City ("Property Owner") (together, "Parties," and each a "Party"). This
Agreement sets forth terms and conditions with respect to the common interests of the Parties
with respect to the potential initiation of litigation to quiet title of City's real property ownership
or other legal interest for that certain "Strip of Land," defined below.
RECITALS
A. Last year, Property Owner reached out to the City Manager and City Staff of the
City regarding the relocation of overhead power lines due to the proposed location of a
swimming pool on the lot located at 51000 Avenida Ramirez (the "Residence"), abutting a strip
of land where the Bear Creek Trail is located, as depicted on the satellite map (below); and
B. The City currently maintains, and has for no less than five years (indeed, many
more years than five years), the "Bear Creek Trail," a 4.75 mile hiking path that starts on the
corner of Eisenhower and Calle Tampico and travels south toward the Fred Wolff Nature
Preserve and the Cove Oasis Trailhead; and
C. After contacting Imperial Irrigation District ("IID") about powerline relocation
and undergrounding, for which the Property Owner of the Residence has agreed to pay and has
paid deposits and paid for plans and drawings that were approved by the City and IID, IID
required from the City the granting of a real property interest, such as a utility easement in
perpetuity, before it would approve and commence work for the relocated power lines; and
D. Upon the City's review of title reports and recorded instruments relating to the
Property Owner's request, an issue arose as to whether the City owned in full (i.e., the fee
interest) or otherwise had an easement interest in that certain approximately 30-foot wide strip of
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land (the "Strip of Land") upon which the Bear Creek Trail is located, as depicted in plat map
and red high -lighted strip (below); and
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DATE DOCUIENT
113.611.02.6.
CALLE TAMPICO
I I I I
E. Because IID has stated it will not commence work to relocate and underground
the power lines until IID obtains a real property interest (e.g., utility easement) for the relocated
power lines, and because the City has a vested interest in confirming the ownership of the Strip
of Land, the City Attorney's Office requested, and obtained, from the La Quinta City Council
authorization to initiate litigation to quiet title (the "Quiet Title Action"), confirming and/or
establishing that the City has obtained a prescriptive easement and/or owns fee title vis-a-vis
adverse possession or recorded conveyance instrument for the Strip of Land from Calle
Tampico/Eisenhower Drive for the length of the adjacent golf course ("Golf Course Property")
currently owned by the Coachella Valley Water District ("CVWD").
F. As outlined in these Recitals, the Parties have a common interest in the potential
Quiet Title Action and, as such, there are common factual and legal issues for the Parties, which
may include attorney -client communications and attorney work product, in connection with the
Quiet Title Action, as well as a benefit to the Parties if they can communicate openly and
confidentially with each other about all matters relating to the potential Quiet Title Action.
G. It is in the Parties' best interests to avoid unnecessary duplication of work and to
work jointly with respect to the potential Quiet Title Action, thereby reducing fees and expenses
and promoting efficiency during pretrial and trial proceedings, including, from time to time,
sharing documents, factual material, mental impressions, memoranda, interview reports, legal
research, expert data, and other information.
H. The exchange of information between the Parties is reasonably necessary in order
to properly evaluate and, if necessary, mount an effective litigation strategy with respect to the
Quiet Title Action. Such disclosures (i) are wholly consistent with the purpose of the attorney
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work product doctrine, which is to safeguard an attorney's mental impressions, opinions,
strategies, work product and trial preparation, and the attorney -client privilege, which is to
promote free and open communication between attorney and client; and (ii) are not intended to
diminish in any way the confidentiality of such materials or to waive any otherwise applicable
privilege.
I. The Parties would not have communicated with each other various potential
strategies and legal and factual matters —including communications that occurred prior to the
Effective Date of this Agreement —in the absence of their belief that, as a matter of law and of
fact, a confidentiality privilege applies to such communications, and that each Party may rely on
the agreement of the other not to cause or permit any act, undertaking or third -party
communication that might waive or undermine this Agreement.
AGREEMENT
NOW, THEREFORE, the Parties desire to memorialize the terms under which
confidential, attorney -client communications and attorney work product will be shared among
them as follows:
1. Incorporation of Recitals. The foregoing Recitals are fully incorporated in the
Agreement, as if fully set forth herein.
2. Exchange of Confidential Joint Interest Information.
a) The Parties acknowledge that it may be in their best interests from time to time
with respect the potential Quiet Title Action, and with respect to any related
settlement demands or other litigation -related communications, to (a) exchange
work product of counsel, privileged attorney -client communications, and
consultant analyses and reports, including mental impressions, conclusions,
opinions, and legal theories, oral communications and written communications by
and among their attorneys, agents and consultants, and other material otherwise
protected by the attorney -client privilege and/or work product doctrine; and/or (b)
pool their respective work product in a joint and common effort (collectively, the
"Joint Interest Information").
b) Joint Interest Information shall not include information that is generally available
to the public (other than as a result of a disclosure by the recipient Party or its
agent) or that was not acquired by the Party or its agent directly or indirectly from
another Party or its agent or from other sources under an obligation of
confidentiality to any Party.
c) As the Parties or their counsel have been in communication with each other and
previously shared Joint Interest Information related to the uncertainty of the
City's ownership or other real property interest in the Strip of Land and other
matters relating to the potential Quiet Title Action, this Agreement formalizes
their prior understanding and agreement that all such previously shared Joint
Interest Information also was and is subject to this Agreement.
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d) To the extent the Parties choose to share Joint Interest Information, the terms of
this Agreement shall apply.
e) Nothing herein shall be construed to require sharing of any Joint Interest
Information.
3. Confidentiality of Information. To the maximum extent recognized by law, the
Parties shall hold confidential and not disclose to any third party any and all Joint Interest
Information. Each Party agrees that all Joint Interest Information exchanged pursuant to this
Agreement is communicated in confidence and shall be used solely for the purposes of preparing
for, initiating, and (if required) defending each Party, in the potential Quiet Title Action. To
ensure the confidentiality of Joint Interest Information and to preserve the attorney -client
privilege and other privileges belonging to each Party and their respective attorneys or
consultants, each Party agrees that it shall not, without the prior written consent of the Party from
whom the information is obtained, give, show, make available or communicate in any way any
Joint Interest Information received to anyone other than the following, and only as necessary in
connection the Quiet Title Action: (a) the Parties hereto, including their respective officers,
directors, partners, agents, consultants and employees, or (b) the attorneys for each of the Parties
hereto, and their associated attorneys, legal assistants, and regularly employed office staff
working on this matter. At all times during the pendency of this Agreement, each Party shall
instruct its employees and agents to maintain the confidentiality of the Joint Interest Information
and not to disclose or distribute the Joint Interest Information to anyone other than the parties to
this Agreement without obtaining the prior written consent of the other Party. Written consent
under this Paragraph 3 and this Agreement may be obtained by e-mail from the Party with the
right to assert prior written consent, provided the e-mail is retained and confirmed receipt. All
Joint Interest Information shared between the Parties and/or their counsel will be deemed
confidential unless it is specifically excluded from this Agreement.
4. Assertion of Privileges; Demands for Information; State Laws and City's
Disclosure Obligations.
a) If any other person or entity requests or demands, by subpoena or otherwise, that
a Party produce Joint Interest Information, that Party shall assert all applicable
privileges and protections, and shall notify the other Parties of such request or
demand. The person or entity seeking the Joint Interest Information shall be
informed that the requested information is privileged and may not be disclosed
without either the prior written consent of the other Party or a Court order
compelling disclosure. Before any disclosure is made by a Party to this
Agreement pursuant to such a request, that Party shall take all commercially
reasonable steps necessary and appropriate to facilitate the assertion of all
applicable rights and privileges with respect to the requested Joint Interest
Information. Those steps shall include cooperating with the other Party to enable
that other Party to take any action deemed appropriate by that other Party to
protect its rights under this Agreement.
b) Notwithstanding any provision in the preceding Paragraph 4(a) to the contrary,
the Property Owner acknowledges and agrees that the City is subject to certain
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state laws, including but not limited to the California Public Records Act (Gov.
Code, § 7920.000 et seq., and referred to herein as the "PRA") and Ralph M.
Brown Act (Gov. Code, § 54950 et seq., and referred to herein as the "Brown
Act"), which may require disclosure of records by virtue of the City being a local
public agency. To the maximum extent permitted by law, the sharing of Joint
Interest Information shall be undertaken in a manner that protects the Joint
Interest Information from public disclosure under the PRA, Brown Act, or other
applicable state or local law, but the Property Owner acknowledges and agrees
that the City may have the obligation to disclose certain Joint Interest Information
to be in compliance with said laws. The City shall not be in default or breach of
this Agreement, and shall have no liability under this Agreement, if certain Joint
Interest Information is required to be disclosed pursuant to the PRA, Brown Act,
or other applicable state or local law, as determined by the City in its reasonable
discretion.
5. Remedies. The Parties agree that damages resulting from unauthorized disclosure
of any Joint Interest Information would be extremely difficult to ascertain and, therefore, the
excusive remedies for either Party under this Agreement shall be injunctive relief, order of
specific performance, or other equitable order, in the event of an actual or threatened
unauthorized disclosure of Joint Interest Information by the other Party. If any Party breaches
any provision of this Agreement, the other Party may seek emergency and/or permanent
injunctive relief to prevent breach of this Agreement. Notwithstanding any other provision of
this Agreement, the Parties agree that in no event shall one Party be liable to the other Party for
monetary damages of any kind whatsoever, including for punitive or exemplary damages, or for
any indirect, special, or consequential damages, whether foreseeable or not, including without
limitation lost business, revenues or profits, resulting from, concerning, arising out of, or in any
way relating to any breach of this Agreement, all of which damages each Party irrevocably
waives.
6. No Waiver. Each Party agrees that the sharing of Joint Interest Information
among the Parties pursuant to this Agreement does not waive (a) any attorney -client privilege,
work product protection, deliberative process privilege, or (b) the confidentiality of such Joint
Interest Information, and that no Party to this Agreement may claim such a waiver.
7. Basis in Law. Any exchange of Joint Interest Information has been and will be
accomplished pursuant to the doctrine referred to as the "Common Interest" or "Joint Defense"
doctrine recognized by numerous authorities. With respect to confidential communications, the
Joint Interest Information falls within the scope of a "confidential communication between client
and lawyer" as described in Evidence Code section 952. Furthermore, to the maximum extent
permitted by law, the Parties expressly waive the applicability, if ever, of Evidence Code
section 962, which provides in full:
Where two or more clients have retained or consulted a lawyer upon a matter of
common interest, none of them, nor the successor in interest of any of them, may
claim a privilege under this article as to a communication made in the course of
that relationship when such communication is offered in a civil proceeding
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between one of such clients (or his successor in interest) and another of such
clients (or his successor in interest).
8. Choice of Law and Venue. This Agreement shall be construed in accordance
with, and governed by, the laws of the State of California without regard to conflict of laws
principles. Any dispute under this Agreement shall be brought in any federal or state court of
competent jurisdiction in the County of Riverside, California.
9. Relationship of Parties. This Agreement does not create and shall not be
construed to create any agency, partnership, joint venture, trust, attorney -client relationship, or
other relationship with duties or incidents different from those of parties to an arm's length
contract.
10. Amendment. This Agreement may not be amended or supplemented except
pursuant to an instrument in writing signed by the Parties.
11. Withdrawal. Either Party is free to withdraw from this Agreement on fifteen (15)
days' prior written notice to the other Party, in which case this Agreement shall no longer be
operative as to the withdrawing Party. However, each Party, including the withdrawing Party,
shall continue to protect all Joint Interest Information disclosed to that Party, and each Party shall
continue to be bound by the provisions of this Agreement with regard to the confidentiality of the
Joint Interest Information.
12. Integration and Agreement of the Parties. This Agreement sets forth the entire
understanding of the parties relating to the matters it covers, and supersedes all prior
understandings relating to such matters, whether written or verbal.
13. No Third Party Rights. Nothing in this Agreement, whether express or implied, is
intended to or shall confer any benefits, rights or remedies under or by reason of this Agreement
on any persons or entities other than the Parties hereto.
14. Enforcement of the Agreement. The Parties agree that no adequate remedy is
available at law for breach of this Agreement. Consistent with and as required by Paragraph 5
above, performance of this Agreement may be specifically enforced, a breach of this Agreement
may be enjoined, or both.
15. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, and counterpart signature pages may be assembled to form a single
original document. This Agreement may be executed and delivered by the exchange of
electronic facsimile, PDF, e-mail, or other image file copies of the counterparts of the signature
page, which shall be considered the equivalent of ink signature pages for all purposes.
[signatures on next page]
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IN WITNESS WHEREOF, the Parties each hereby represent that they have read this
Agreement, understand it, and hereby execute this Agreement to be effective as of the day and
year first written above.
"PROPERTY OWNER" "CITY"
Jason Doren, an individual City of La Quinta, a California municipal
DocuSigned by: corporation and charter
city_
By: CjasatA, �bVt,ln, By: A4Yei.� ....— L.----
Name: Jason Doren
Name: William H. Ihrke
Its: City Attorney
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2. CONFERENCE WITH LEGAL COUNSEL — EXISTING LITIGATION;
PURSUANT TO PARAGRAPH (1) OF SUBDIVISION (d) OF GOVERNMENT CODE
SECTION 54956.9;
NAME OF CASE: CONSTRUCTION LOAN SERVICES II, LLC V. SILVERROCK
DEVELOPMENT COMPANY, ET AL. (U.S. District Court, District of Delaware, CASE
NO. 25-1342-CFC)
3. CONFERENCE WITH LEGAL COUNSEL — EXISTING LITIGATION;
PURSUANT TO PARAGRAPH (1) OF SUBDIVISION (d) OF GOVERNMENT CODE
SECTION 54956.9;
NAME OF CASE: CITY OF LA QUINTA V. SILVERROCK DEVELOPMENT
COMPANY, ET AL. (RIVERSIDE COUNTY SUP. CT. CASE NO. CVPS2404750)
4. 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)
RECESS TO CLOSED SESSION
RECONVENE AT 4:00 P.M.
REPORT ON ACTION(S) TAKEN IN CLOSED SESSION
PLEDGE OF ALLEGIANCE
PUBLIC COMMENT ON MATTERS NOT ON THE AGENDA
At this time, members of the public may address the City Council on any matter not listed
on the agenda pursuant to the "Public Comments — Instructions" listed at the end of the
agenda. The City Council values your comments; however, in accordance with State law,
no action shall be taken on any item not appearing on the agenda unless it is an emergency
item authorized by the Brown Act [Government Code § 54954.2(b)].
ANNOUNCEMENTS, PRESENTATIONS, AND WRITTEN COMMUNICATIONS
1. SILVERROCK (FORMERLY TALUS) DEVELOPMENT PROJECT — STATUS UPDATE
2. SILVERROCK DEVELOPMENT PROJECT — PRESENTATION BY MICHAEL
GAZZANO, MANAGING DIRECTOR, INVESTMENTS AT TBE RE ACQUISITION
CO II LLC, SUBSIDIARY OF TURNBRIDGE EQUITIES
3. LEADERSHIP COACHELLA VALLEY — PRESENTATION BY VICE PRESIDENT
RYLAND PENTA
4. SUNLINE TRANSIT AGENCY — PRESENTATION BY CEO/GENERAL MANAGER
MONA BABUTA ON THE AGENCY'S OPERATIONAL ANALYSIS
CITY COUNCIL AGENDA
Page 2 of 8 FEBRUARY 3, 2026
4. 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)
COUNCIL RECESSED THE OPEN SESSION PORTION OF THE MEETING AND
MOVED INTO CLOSED SESSION AT 3:03 P.M.
MAYOR EVANS RECONVENED THE OPEN SESSION PORTION OF THE CITY
COUNCIL MEETING AT 4:00 P.M. WITH ALL MEMBERS PRESENT
REPORT ON ACTION(S) TAKEN IN CLOSED SESSION:
City Attorney Ihrke reported the following pursuant to Government Code § 54957.1
(Brown Act):
• CLOSED SESSION ITEM NO. 1 — no reportable action; Council's authorization
remains in place for the City Attorney, in coordination with the City Attorney's Office
and Special Counsel, to defend and protect the interests of the City in the multiple
bankruptcy cases filed by SilverRock Development Company LLC and its
responsive affiliates as reported out for Closed Session Item No. 2 from the
August 6, 2024, Council meeting.
Mr. Ihrke noted that a summary of the bankruptcy proceedings status for SilverRock
Development Company LLC and its affiliates will be provided under the Announcements,
Presentations, and Written Communications section of the agenda, as Presentation Item
No. 1.
• CLOSED SESSION ITEM NO. 2 — no reportable action.
• CLOSED SESSION ITEM NO. 3 — no reportable action.
• CLOSED SESSION ITEM NO. 4 — City Attorney Ihrke reported pursuant to
Government Code § 54957.1(a)(2), Council took the following action:
MOTION: A motion was made and seconded by Councilmembers Fitzpatrick/McGarrey
to approve joining a coalition comprised of many public agencies in the Coachella Valley
and to authorize the City Manager and City Attorney to defend the City of La Quinta in
response to allegations that all public agencies (as "Permittees") have purportedly fallen
short of compliance under a specific provision in the Coachella Valley Multiple Species
Habitat Conservation Plan, brought by the California Department of Fish and Wildlife and
U.S. Fish and Wildlife Services. Motion passed unanimously.
Mr. Ihrke said pursuant to this authorization, the City Manager or authorized designee,
and the City Attorney's Office, will respond accordingly and coordinate with the many
other public agencies in the coalition.
CITY COUNCIL MINUTES
Page 2 of 8 FEBRUARY 3, 2026