Desert Hot Springs City Council
January 21, 2025

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4934-0488-2953v3/200812-0004

EXHIBIT D
CFD NO. 2025-1 (SKYBORNE VILLAGE) OF THE CITY OF DESERT HOT SPRINGS

DISBURSEMENT REQUEST FORM

1. Community Facilities District No. 2025-1 (Skyborne Village) of City of Desert Hot Springs (the “CFD”) is hereby requested to pay from the ________________________ Account, or any applicable account or sub-account thereof, established by the CFD in connection with its 20__ Special Tax Bonds (the “Bonds”) to City of Desert Hot Springs (the “City”) as payee, the sum set forth below:
$_____________________ (the Requested Amount”)

2. The Requested Amount represents the payment of City Fees for ___ lot(s) within the boundaries of the CFD (the “Property”).
(Tract No. __________, Lot Nos. ________________).

Or, City Improvements as supported by attached documentation.

3. The Requested Amount is due and payable, has not formed the basis of any prior request or disbursement.

4. The City, as payee, is hereby directing payment of the Requested Amount be payable to Lennar Homes of California, LLC, a California limited liability company (the “Developer”), pursuant to the wiring instructions attached hereto.

5. The Requested Amount is authorized and payable pursuant to the terms of the certain Acquisition, Construction and Funding Agreement (the “Agreement”) between the City of Desert Hot Springs, acting for and on behalf of itself and the CFD and Developer.

6. Capitalized undefined terms used herein shall have the meaning ascribed to them in the Agreement.

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4934-0488-2953v3/200812-0004
Dated: DEVELOPER:

LENNAR HOMES OF CALIFORNIA, LLC,
a California limited liability company
By:

Name:

Title:

Dated: CITY OF DESERT HOT SPRINGS
By:

Its:
[ATTACH WIRING INSTRUCTIONS]

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COMMUNITY FACILITIES DISTRICT NO. 2025-1 (SKYBORNE VILLAGE)

OF THE CITY OF DESERT HOT SPRINGS
(IMPROVEMENT AREA NO. 2 AND FUTURE ANNEXATION AREA)

ACQUISITION, CONSTRUCTION AND FUNDING AGREEMENT
THIS ACQUISITION, CONSTRUCTION AND FUNDING AGREEMENT (the “Agreement”) is made and entered into by and between CITY OF DESERT HOT SPRINGS (the “City”), acting for and on behalf of itself and COMMUNITY FACILITIES DISTRICT NO. 2025-1 (SKYBORNE VILLAGE) OF THE CITY OF DESERT HOT SPRINGS (the “Community Facilities District” or “CFD”) and SKYBORNE VENTURES, LLC (the “Developer”), each individually a “Party” and collectively the “Parties.”
WHEREAS, the City has formed the District pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”), and undertaken proceedings for the authorization of special taxes and issuance of bonded indebtedness for the payment of the construction and/or acquisition of certain improvements to be owned, operated or maintained by the City and Mission Springs Water District (the “Water District”), and incidental expenses in accordance with the Act; and
WHEREAS, in order to proceed in a timely way with development of the portion of the property within the CFD (other than the property in Improvement Area No. 1 of the CFD) which is described in the attached Exhibit “A” (the “Developer Property”), Developer desires to fund through the Community Facilities District (i) the City’s acquisition or construction of certain improvements that are to be owned, operated and maintained by the City (“City Improvements”), as more particularly set forth and described in the Description of Cost Estimates attached hereto as Exhibit “B,” (ii) improvements included in the City’s fee programs (the “City Fee Facility Improvements”), as more particularly set forth and described in Exhibit “B,” and (iii) the improvements of the Water District described in Exhibit “C” hereto (the “Miscellaneous Improvements” and together with the City Improvements and the City Fee Facilities Improvements, collectively the “Improvements”); and
WHEREAS, the Developer owns all of the property in Improvement Area No. 2 of the CFD (“Improvement Area No. 2”) and the property described in Exhibit “A” as the “Future Annexation Area,” which may be annexed to the CFD in the future as one or more improvement areas (together with Improvement Area No. 2, the “Improvement Areas” and each an “Improvement Area”); and WHEREAS, the City is authorized by the Act to form the CFD and to issue bonds secured by Special Taxes (as defined in Section 1.2) of an Improvement Area (excluding any bonds of the CFD for Improvement Area No. 1, referred to herein as the “Bonds”) to fund the Improvements; and WHEREAS, the purpose of this Agreement is to constitute a formal understanding between Developer and the City (pursuant to the requirements of Government Code Section 53313.51 and other provisions of the Act) concerning financial and other obligations and responsibilities related to the Improvements to be financed by the Community Facilities District, to the extent funds are available, and to set forth the conditions upon which (1) the Community Facilities District will reimburse Developer or its designee for the cost of the City Improvements constructed by or on behalf of the Developer and (2) the Community Facilities District will fund the City Fee Facility

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Improvements thereby satisfying corresponding City fees; and (3) the Community Facilities District will also fund the Miscellaneous Improvements described in Exhibit “C.” NOW, THEREFORE, it is mutually agreed between the respective Parties as follows:

1. Sale of Bonds.

1.1 Credit Requirements. The Parties hereby agree that, unless waived by the City, at the time of issuance of the Bonds, the ratio of the value of all parcels of property for which the Bonds are being issued to the amount of outstanding community facilities district or assessment district bonds attributable to such parcels (the “Value-to-Lien Ratio”) may not be less than four-toone (4:1). Unless waived by the City, the Fair Market Value of the property within an Improvement Area for purposes of determining the foregoing ratio will be determined based on the appraised value of the property based on the appraisal made by an appraiser selected by the City with a valuation date within three (3) months of the issuance of the Bonds, or, with respect to developed projects (as determined in the sole discretion of the City) or issuance of refunding bonds, the assessed value of the property, or some combination thereof. Subject to satisfaction of the requirements of this Agreement, the City shall use reasonable efforts to issue and sell the Bonds in one or more series in an amount sufficient to fund the Improvements in accordance with the schedule for development of the Developer Property. The ultimate decision as to issuance and sizing lies in the sole legislative discretion of the City.

1.2 Security for Payment of Special Taxes.
(a) Concurrently with the issuance and sale of each series of the Bonds for Improvement Area No. 2, the owner of any land within an Improvement Area No. 2 which the City has determined, in its sole discretion, to use in the sizing of such series of Bonds (the “Sizing Property”), together with any Sizing Property owned by any affiliate (collectively, an “Account Party”), for which the Maximum Special Tax A for the then-current fiscal year (as defined in the Rate and Method of Apportionment of Special Tax for Improvement Area No. 2 (the “Rate and Method”) and such Special Tax referred to herein as the “Special Tax” or “Special Taxes”), are equal to or exceed 20% of the aggregate Maximum Special Tax A authorized to be levied on the Sizing Property in such fiscal year, shall deliver to the City either (i) a renewable irrevocable instrument of credit from a financial institution (rated “A” or better) and approved by the City, or (ii) cash in-lieu thereof (a “Security”). The Security shall be in an amount calculated by multiplying the Special Tax A Requirement (as defined in the Rate and Method) for the then current and following fiscal year, by the percentage of the Maximum Special Tax A for the current fiscal year allocable to the Developer Property owned by the Account Party (the “Stated Amount). The Security shall be maintained by the Account Party in each fiscal year until terminated in accordance with Section 1.2(c) below.

While the Security is still required the Stated Amount of such Security shall be reduced as set forth in a Certificate of Reduction or Termination (as defined in Section 1.2(c) below).

The Stated Amount for a Security with respect to an Improvement Area annexed to the CFD in the future shall be calculated in accordance with this Section 1.2(a) and shall be subject to reduction and termination in accordance with Sections. 1.2(c) and (d) below. With respect to each future Improvement Area annexed to the CFD, the term “Special Taxes” as used herein shall refer to the special taxes of such Improvement Area which are levied for the purpose of financing the Improvements.

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The Security shall name the Fiscal Agent as a beneficiary and shall provide that the Fiscal Agent may draw an amount equal to any delinquencies in payment of semiannual installments of the Special Taxes levied on property owned by the Account Party in the Improvement Area. The total amount to be drawn under the Security shall not exceed an amount equal to the Special Taxes owed by the Account Party with respect to property within the Improvement Area that is delinquent at the time the draw is made. The amount drawn on the Security shall be applied in the same manner and for the same purposes as the delinquent Special Taxes would have been applied; provided, however the payment of a draw under the Security will not be deemed to cure the delinquency in payment of the Special Taxes.

If, subsequent to a draw on the Security and prior to the satisfaction of any reimbursements due to the institution providing the Security (the “Security Provider”) pursuant to this Agreement, the City receives payment of all or a portion of the delinquent Special Taxes or the proceeds of a sale of delinquent real property pursuant to foreclosure proceedings (“Delinquency Proceeds”) for a parcel for which the Security has been drawn, the Security Provider (or its designee, which may be the Developer) shall be reimbursed for such draws to the extent of Delinquency Proceeds net of the City’s costs of collection. The Security Provider is intended by the Parties to be a third party beneficiary of this Section 1.2.
(b) The Security shall be renewed, or a substitute Security reasonably satisfactory to the City (a “Substitute Security”) provided, not less than thirty (30) calendar days prior to the expiration of the Security or Substitute Security then in effect. If the Account Party provides a Substitute Security to the City, then the Fiscal Agent shall return any existing Security on the effective date of the Substitute Security to the Security Provider.

If the Security is not renewed within thirty (30) days prior to its expiration date and the requirements for release or termination of the Security as set forth in Section 1.2(c) below have not then been met, the full amount of the Security may be drawn by the Fiscal Agent and deposited in an account established under the Indenture (as hereinafter defined) or in such account established with a financial institution selected by the City. Thereafter, amounts in such account shall be held as security, and if Special Taxes owed by the Account Party with respect to property within the Improvement Area are not paid prior to delinquency, then such amounts in such account may be applied by the City to pay the delinquent Special Taxes owed by the Account Party with respect to such property on the same terms and conditions applicable hereunder to draws on the Security.

At such time as the Security is renewed, or a Substitute Security is accepted by the Fiscal Agent, or the requirement for the Security has been terminated pursuant to this section, the City or its designee, shall release all amounts in the Security account to the Security Provider (or its designee, which may be the Developer) within ten (10) calendar days from the date of renewal or acceptance. (c) Following the sale or transfer by the Account Party of any property to a person other than the Account Party, or upon the prepayment of the Special Tax obligation for a parcel owned by the Account Party, the Account Party shall notify the Community Facilities District of such event, in writing, and, if requested by the Account Party, the Stated Amount of the Security shall be reduced and be recalculated in accordance with this Section 1.2; provided, however, that any costs associated with the recalculation and reduction shall be borne by the Account Party. Subject to Section 1.2(d) below, the Stated Amount may be reduced to an amount determined by the method of calculation set forth in Section 1.2(a) hereof. The Security shall be terminated upon the earlier of (i) when the Sizing Property owned by, or under option to, the Account Party is responsible for less than

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20% of the Maximum Special Tax A applicable to all of the Sizing Property or (ii) when the Account Party has paid (or cause to be paid) all Special Taxes owed by the Account Party in the current fiscal year and the Sizing Property owned by, or under option to, the Account Party is expected to be responsible for less than 20% of the Maximum Special Tax A in the next fiscal year.

Reduction or termination of a Security shall occur automatically upon submission to the Security Provider by the Fiscal Agent of a “Certificate of Reduction or Termination” upon valuation of the Certificate of Reduction or Termination by the City. The City shall direct that the Fiscal Agent deliver to the Security Provider such Certificate of Reduction or Termination promptly upon receiving from the Account Party a certification which shall be made under penalty of perjury and which shall indicate (i) the legal description of all Sizing Property owned by the Account Party, and either (ii) a recalculation of the new Stated Amount that the Account Party proposes be applicable to the Security or (iii) if termination of the Security is requested, a statement that one of the requirements set forth in the preceding paragraph for termination of the Security has been satisfied.

The Account Party shall notify the City of any events that will result in a reduction of the Stated Amount of the Security and shall provide the City with verification of said events. The Account Party may provide the Fiscal Agent with a Substitute Security in the reduced amount, and the Fiscal Agent shall release and return to the Security Provider the Security then in effect. The Parties expressly acknowledge that the Account Party’s failure to so notify the City or to reduce the Security at the times prescribed herein shall in no way effect or invalidate sale or transfer of property, or recordation of maps on property.
(d) If the Sizing Property is sold or transferred by an Account Party with the result that the Sizing Property owned by the transferee or any of its affiliates (“Transferee”) is responsible for 20% or more of the aggregate Maximum Special Taxes of all Sizing Property, a Security on the same terms specified in Section 1.2(a) above will be furnished by Transferee with respect to all land owned by such Transferee with respect to the Sizing Property. Any applicable purchase and sale agreement and/or escrow instructions shall notify the Transferee of this Security requirement and obligate the Transferee to provide such Security, if applicable. The Security of the Account Party will not be reduced to reflect the sale or transfer of such Sizing Property until a Security is furnished by the Transferee and accepted by the Fiscal Agent. The issuing financial institution and the form and terms of said Security will be subject to reasonable prior approval by the City. All terms provided in this Section 1.2 are applicable to the Transferee by replacing the term “Account Party” at each place where it occurs in each section with the term “Transferee.” Each provider of a Security for a Transferee shall be an express third party beneficiary of the provisions of this Section 1.2. Notwithstanding the foregoing, the Developer shall not be considered a Transferee upon the sale of property to the Developer pursuant to the Option Agreement if the Developer is the Account Party for the property owned by the AG Land Bank.

Any costs related to the holding or maintaining the Security, including any fees of a fiscal agent, trustee or other depository shall be borne by the Account Party.

1.3 Major Landowner Initial and Continuing Disclosure. An owner of land which is responsible for twenty percent (20%) or more of the maximum special taxes applicable to the Sizing Property in the fiscal year in which the Bonds are issued or in the fiscal year following the fiscal year in which the Bonds are issued (a “Major Landowner”) will be required to provide all information regarding the development of its property, including the financing plan for such development, which is necessary to ensure that the official statement for such Bonds complies with

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the requirements of Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”) and all other applicable federal and state securities laws. Additionally, Developer acknowledges that, if it is a Major Landowner at the time of issuance of the Bonds, it will be necessary that Developer enter into a continuing disclosure agreement to provide such continuing disclosure pertaining to the development of the land owned by Developer within the CFD to assist in the marketing of the Bonds.

1.4 Bond Issuance Parameters. The terms and conditions upon which each series of the Bonds shall be issued and sold, the method of sale of the Bonds and the pricing of the Bonds shall be determined solely by the City in its legislative discretion in conformance with the Act and this Agreement. Each series of Bonds shall be issued with a term not to exceed 35 years from the date of issuance of the Bonds. The proceeds of the Bonds shall be used in the following priority to (1) fund a reserve fund for the payment of principal and interest with respect to the Bonds in an amount equal to the least of (i) ten percent (10%) of the total bond issue, (ii) maximum annual debt service on Bonds, or (iii) 125% of average annual debt service; (2) fund capitalized interest through the interest payment date on the Bonds for which Special Taxes are not available for payment of debt service on the Bonds or such longer period as requested by the Developer and approved by the City, subject to the Act; (3) reimburse the Developer or its designee for CFD formation costs advanced by the Developer which have not already been reimbursed to the Developer from collected Special Tax; (4) pay for costs of issuance of the Bonds including, without limitation, underwriter’s discount, bond counsel and disclosure counsel fees, appraisal and special tax consultant fees, printing, fiscal agent fees, and reasonable Developer legal and financial consultant costs; (5) pay for the costs of forming the Community Facilities District; and (6) pay for the actual costs of the Improvements. The Community Facilities District shall maintain records relating to the disbursements of proceeds of the sale of the Bonds. The Indenture or Resolution or Fiscal Agent Agreement (hereinafter “Indenture”) for the Bonds shall establish an acquisition and construction fund or improvement fund (herein, the “Improvement Fund”) to be held by the fiscal agent (“Fiscal Agent”) into which shall be deposited initially the proceeds of the Bonds net of the amount of proceeds required to fund items (1) through (5) in the second preceding sentence. The Indenture shall also establish separate accounts of the Improvement Fund designated the “City Improvements Account,” “City Fee Facility Improvements Account,” and any Miscellaneous Improvement Account(s) for the Miscellaneous Improvements described in Exhibit “C,” into which shall be deposited such portions of the Improvement Fund as agreed by the Parties and directed by the City in writing at or subsequent to the closing of the sale of the Bonds consistent with the following priorities:
(a) An amount sufficient to fund the reasonable, current estimated cost of the City Fee Facility Improvements anticipated to be funded out of the Bonds being issued shall be deposited in the City Fee Facility Improvements Account (any Special Taxes levied in an Improvement Area and collected by the CFD remaining after the payment of administrative expenses of the CFD allocable to such Improvement Area and the reimbursement of the Developer for CFD formation costs shall be deposited into the City Fee Facility Improvements Account at the time of Bond issuance, unless otherwise directed in writing by the Developer); (b) If applicable, an amount to be agreed upon between Developer and the CFD prior to the issuance of Bonds sufficient to fund the reasonable, current estimated costs of the City Improvements shall be deposited, or later transferred, to the City Improvements Account; and (c) If applicable, an amount to be agreed upon between Developer and the CFD prior to the issuance of Bonds sufficient to fund the reasonable, current estimated cost of the Miscellaneous Improvements described in Exhibit “C” hereto, anticipated to be funded out of the

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Bonds being issued shall be deposited, or later transferred, to the applicable Miscellaneous Improvement Account(s).

Interest earned on moneys deposited in each of the City Fee Facility Improvements Account, the City Improvements Account and the Miscellaneous Improvement Account(s) shall remain in such accounts until such time as all of the Improvements have been funded. Additionally, the Developer may direct the CFD to transfer excess moneys in any of the City Fee Facility Improvements Account, the City Improvements Account or the Miscellaneous Improvement Account(s) to another Account.

The Indenture shall provide that amounts remaining in the Improvement Fund after funding all proposed Improvements (such completion of funding to be agreed by the City and the Developer) shall be deposited in the special tax fund or bond service fund and be applied to pay debt service on the Bonds and/or to call Bonds in advance of maturity.

2. Allocation of Special Taxes. Prior to the issuance of Bonds, the City Council of the City, acting as the legislative body of the Community Facilities District, may levy Special Taxes on all parcels classified as Developed Property in an Improvement Area pursuant to the rate and method of apportionment of special taxes for such Improvement Area. Such Special Taxes collected by the City shall first be applied to fund annual administrative expenses of the Community Facilities District allocable to such Improvement Area and then to fund Improvements in the same manner as the proceeds of Bonds as set forth herein. Upon sale and delivery of the Bonds, the City shall annually levy the Special Tax as provided for in documents pursuant to which the Bonds were issued.

Following the issuance of the last series of Bonds of an Improvement Area, the City shall have no obligation to levy Special Taxes to reimburse the Developer for the costs of any Improvements not paid for from Bond proceeds of such Improvement Area.

3. Notice of Special Tax. Developer shall provide written notice to all potential initial purchasers of lots advising of the special tax obligation applicable to the Developer Property in the form required by Section 53341.5 of the Government Code.

4. Design Plans and Specifications. The requirements of this Section shall not apply to any City Improvement that was complete (as determined by the City Council) prior to the adoption by the City Council of the resolution forming the CFD, but they shall apply to all other City Improvements. All plans, specifications and bid documents for the City Improvements (“Plans”) constructed or to be constructed by the Developer shall be prepared by the Developer at the Developer’s initial expense, subject to approval by the applicable public agency. Costs for preparation of the Plans will be eligible for reimbursement, conditioned upon the final approval of the applicable public agency and the availability of funds. Reimbursement of costs for plan revisions will be considered on a case by case basis. All facilities which were not complete prior to the formation of the District, as determined by the City, shall be bid in accordance with “public works” requirements of Section 6 to be eligible for reimbursement.

5. Construction of Improvements. The requirements of this Section shall not apply to any City Improvement that was complete (as determined by the City Council) prior to the adoption by the City Council of the resolution forming the CFD, but they shall apply to all other City Improvements.

5.1 Acquisition of City Improvements. Upon the approval of Plans for a City Improvement, the Developer will provide for construction of such City Improvement in accordance with Sections 5.2 and 6 of this Agreement. Sections 5.2 and 6 specify the requirements for

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construction of the City Improvements that the City believes are necessary to ensure that such City Improvements are constructed as if they had been constructed under the direction and supervision, or under the authority of the City.

5.2 Acquisition. With respect to City Improvements, a qualified engineering firm (the “Field Engineer”) shall be employed by the Developer to provide all field engineering surveys determined to be necessary by the City’s inspection personnel. Field Engineer shall promptly furnish to City a complete set of grade sheets listing all locations, offsets, etc., in accordance with good engineering practices, and attendant data and reports resulting from Field Engineer’s engineering surveys and/or proposed facility design changes. City shall have the right, but not the obligation, to review, evaluate and analyze whether such results comply with applicable specifications.

As necessary as determined by City, a full-time soil-testing firm, approved by City, shall be employed by the Developer to conduct soil compaction testing and certification. The Developer shall promptly furnish results of all such compaction testing to the City for its review, evaluation and decision as to compliance with applicable specifications. In the event the compaction is not in compliance with applicable specifications, the Developer shall be fully liable and responsible for the costs of achieving compliance. A final report certifying all required compaction in accordance with the specifications shall be a condition of final approval of facilities.

The costs of all surveying, testing and reports associated with the City Improvements furnished and constructed by the Developer’s contractor(s) shall be eligible to be paid from funds in the City Improvements Account.

The City shall not be responsible for conducting any environmental, archaeological, biological, or cultural studies or any mitigation requirements that may be requested by appropriate Federal, State, and/or local agencies. Any such work shall be paid for and conducted by the Developer and reimbursed out of the City Improvements Account.

Should the Developer notify the City that the Developer is unable to complete such City Improvement, the City shall have the right but not the obligation to require the Developer to make an irrevocable offer of dedication to the City of the land owned by the Developer for the City Improvement identified in the notice and to assume responsibility for the work to be performed thereunder. In the event the City elects to assume the responsibility for any work on a previously awarded contract as described in the preceding sentence, the following will occur: (i) the Developer will make an irrevocable offer of dedication to the City of the land owned by the Developer for such City Improvement identified in the notice; (ii) to the extent permitted by law and the applicable contract, the Developer will assign all of the contracts for the work performed to date on the City Improvement identified in the notice to the City, if requested to do so by the City Manager; the City will use its best efforts to complete the City Improvement within a reasonable time frame; and upon completion of the City Improvement, to the extent there are Special Taxes or proceeds of the Bonds available following payment to the City for the costs of completing such City Improvement, the Developer will be reimbursed for the lesser of the cost or value of the previously unreimbursed satisfactory work performed or paid for by the Developer. The cost of such work will be determined by taking the unreimbursed amounts expended by the Developer under the contract(s) taken over by the City and deducting any incremental cost incurred by the City to complete the work under the contracts in question. Incremental cost shall be costs in excess of the sum of the original contract cost plus change orders approved by the City.

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6. Public Works Requirements.

6.1 City Requirements. In order that the City Improvements may be properly and readily acquired by the City, the Developer shall comply with all of the requirements in this Section 6.1 with respect to any such City Improvements to be acquired with funds in the City Improvements Account and the Developer shall provide such proof to the City as the City may reasonably require and at such intervals and in such form as the City may reasonably require, that the requirements under this Section 6.1 have been satisfied as to all such City Improvements.

Notwithstanding the foregoing, City Improvements shall only be eligible for financing by the CFD if the City determines that the conditions under Section 53313.5 have been satisfied with respect to such City Improvements.
(a) The Developer shall prepare a bid package for review, comment and approval by the City Manager or his designee (the “City Representative”) for any City Improvements bid after the effective date of this Agreement.
(b) For any City Improvements bid after the effective date of this Agreement, the Developer shall, after obtaining sealed bids for the construction of the City Improvements in conformance with the procedures and requirements of the City, submit to the City written evidence of such competitive bidding procedure, including evidence of the means by which bids were solicited, a listing of all responsive bids and their amounts, and the name or names of the contractor or contractors to whom the Developer proposes to award the contracts for such construction, which shall be the lowest responsible bidder.
(c) For any City Improvements bid after the effective date of this Agreement, the following provisions apply: the City Representative shall attend the bid opening for such City Improvements. If unable to attend the bid opening, the City Representative shall approve or disapprove of a contractor or contractors, in writing, within five (5) business days after receipt from the Developer of the name or names of such contractor or contractors recommended by the Developer. If the City Representative disapproves of any such contractor, the Developer shall select the next lowest responsible bidder from the competitive bids received who is acceptable to the City Representative.
(d) The specifications and bid and contract documents shall require all such contractors to pay prevailing wages and to otherwise comply with applicable provisions of the Labor Code, the Government Code and the Public Contract Code relating to public works projects and as required by the procedures and standards of the City with respect to the construction of its public works projects.
(e) The Developer shall submit faithful performance and payment bonds in form and substance reasonably acceptable to the City with respect to the City Improvements. (f) The Developer and its contractor and subcontractors shall be required to provide proof of insurance coverage throughout the term of the construction of the City Improvements, which they will construct in conformance with the City’s standard procedures and requirements. The City’s insurance requirements are set out in Section 20 herein. (g) The Developer and all such contractors shall comply with such other requirements relating to the construction of the City Improvements which the City may impose by

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written notification delivered to the Developer and each such contractor at the time either prior to the receipt of bids by the Developer for the construction of such City Improvements or, to the extent required as a result of changes in applicable laws, during the progress of construction thereof; provided that such other requirements shall only be imposed to the extent the City reasonably determines they are required in order to comply with applicable law. In accordance with Section 6, the Developer shall be deemed the awarding body and shall be solely responsible for compliance and enforcement of the provisions of the Labor Code, Government Code, and Public Contract Code. (h) A “Change Order” is an order from the Developer to a contractor authorizing a change in the work to be performed and a “Significant Change Order” is an order from the Developer to a contractor authorizing a change in the work to be performed where such Change Order is larger than 10% of the contract amount for such City Improvement. After the effective date of this Agreement, the Developer shall receive comments from the City Representative prior to the Developer’s approval of any Significant Change Order. The City Representative shall comment on or deny the Significant Change Order request within fifteen (15) business days of receipt of all necessary information. The City’s comments to a Significant Change Order shall not be unreasonably delayed, conditioned or withheld. The Developer shall not be entitled to be compensated for costs associated with a Significant Change Order that has not been approved by the City Representative.

Developer shall provide proof to the City, at such intervals and in such form as the City may reasonably require, that the foregoing requirements have been satisfied as to all of the City Improvements which are funded through Bond proceeds.

7. Inspection; Completion of Construction. The requirements of this Section shall not apply to any City Improvement that was complete (as determined by the City Council) prior to the adoption by the City Council of the resolution forming the CFD, but they shall apply to all other City Improvements.

The City shall have primary responsibility for inspecting the City Improvements to assure that the work is being accomplished in accordance with the Plans. Such inspection does not include inspection for compliance with safety requirements by the Developer’s contractor(s). The City’s personnel shall be granted access to each construction site at all reasonable times for the purpose of accomplishing such inspection. Upon satisfaction of the City’s inspectors, the Developer shall notify the City in writing that a City Improvement has been completed in accordance with the Plans. Any actual costs reasonably incurred by the City for inspection not previously paid by the Developer shall be reimbursed from funds in the City Improvements Account.

Within three (3) business days of receipt of written notification from City inspectors that a City Improvement has been completed in accordance with the Plans, the City Representative shall notify the Developer in writing that such City Improvement has been satisfactorily completed. Upon receiving such notification, the Developer shall file a Notice of Completion with the County of Riverside Recorders Office, pursuant to the provisions of Section 3093 of the Civil Code. The Developer shall furnish to the City a duplicate copy of each such Notice of Completion showing thereon the date of filing with the County of Riverside (the “County”). City will in turn file a notice with the County for acceptance.

8. Liens. With respect to any City Improvement that was complete (as determined by the City Council) prior to the adoption by the City Council of the resolution forming the CFD, prior

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to any payment by the CFD to the Developer for such City Improvement, the Developer shall provide to the City such evidence or proof as the City shall require that all persons, firms and corporations supplying work, labor, materials, supplies and equipment for the construction of the City Improvements have been paid, and that no claims of liens have been recorded by or on behalf of any such person, firm or corporation. With respect to City Improvements, upon the earlier of (i) receipt of all applicable lien releases, or (ii) expiration of the time for the recording of claim of liens as prescribed by Sections 3115 and 3116 of the Civil Code the Developer shall provide to the City such evidence or proof as the City shall require that all persons, firms and corporations supplying work, labor, materials, supplies and equipment for the construction of the City Improvements have been paid, and that no claims of liens have been recorded by or on behalf of any such person, firm or corporation.

9. Acquisition; Acquisition Price; Source of Funds. The acquisition price of a City Improvement that was complete (as determined by the City Council) prior to the adoption by the City Council of the resolution forming the CFD shall be its fair market value, as determined by the City’s Administrative Services Director or his or her designee, as of the date of acquisition. The City shall consider input and data provided by the Developer prior to determining the final fair market value.

The Actual Cost (as defined below) of the City Improvement shall be presumed to be its fair market value unless there is reasonable evidence that a lower amount is the fair market value.

The costs eligible to be included in the acquisition price of a City Improvement that is not described in the preceding paragraph (the “Actual Costs”) shall include:
(i) The actual hard costs for the construction of such City Improvement as established by the City-approved construction contracts, Change Orders, and approved Significant Change Orders, including costs of payment, performance and maintenance bonds and insurance costs, pursuant to this Agreement;
(ii) The design and engineering costs of such City Improvement including, without limitation, the costs incurred in preparing the Plans; (iii) The costs of environmental evaluations and public agency permits and approvals attributable to the City Improvement;
(iv) Costs incurred by the Developer for construction management and supervision of such City Improvement, not to exceed five percent (5%) of the actual construction cost;
(v) Professional costs associated with the City Improvement such as engineering, inspection, construction staking, materials, testing and similar professional services; and (vi) Costs approved by the City in accordance with the Act of acquiring any real property or interests therein required for the City Improvement including, without limitation, temporary construction easements, temporary by-pass road and maintenance easements.

Provided the Developer has complied with the requirements of this Agreement, the City agrees to pay the acquisition price of a completed City Improvement to the Developer or its designee within thirty (30) days after the Developer’s satisfaction of the preconditions to such payment stated herein, but only to the extent there are sufficient funds available in the City Improvements Account.

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Except in the case of a City Improvement described in the first paragraph of this Section, the acquisition price to be paid from Bond proceeds for the acquisition of a City Improvement by the City shall be the least of (1) the value of the City Improvement; or (2) the total of the Actual Costs of the City Improvement (“Acquisition Price”). The Actual Cost of the City Improvement shall be presumed to be its Acquisition Price unless there is reasonable evidence that a lower amount is the actual value.

As a condition to the payment of the Acquisition Price, the ownership of the completed City Improvement shall be transferred to the City by grant deed, bill of sale or such other documentation as such public agency may require free and clear of all taxes, liens, encumbrances, and assessments, but subject to any exceptions determined by the City to not interfere with the actual or intended use of the land or interest therein (including the lien of a community facilities district so long as the subject property is exempt from taxation or is otherwise not taxable by such community facilities district). Upon the transfer of ownership of City Improvements or any portion thereof to the City, the City shall be responsible for the maintenance of such City Improvements or the portion transferred.

Notwithstanding the foregoing, the Acquisition Price of a City Improvement may be paid prior to transfer of ownership and acceptance of the City Improvement if it is substantially completed at the time of payment. The City Improvement shall be considered “substantially complete” when it has been reasonably determined by the City to be usable, subject to final completion of such items as the final lift or any other items not essential to the primary use or operation of the City Improvement.

For purposes of determining the Acquisition Price to be paid by the Community Facilities District for the acquisition of the City Improvements by the City (other than City Improvements described in the first paragraph of this Section), the value of such City Improvements shall include the construction costs specified in the City-approved contracts (subject to the next sentence), Change Orders, and City-approved Significant Change Orders conforming to Section 6, as hereinbefore specified. City approval is a condition prior to initiation of contract work for City Improvements bid after the effective date of this Agreement. However, if the City reasonably determines that the additional Actual Costs are excessive and that the value of the City Improvements is less than the total amount of such Actual Costs and such construction costs, the price to be paid for the acquisition of the City Improvements shall be the value thereof as determined by the Engineer, subject, however, to the Developer’s right to appeal to the City Council.

Upon completion of the construction of a City Improvement, the Developer shall deliver or cause to be delivered to the City a Disbursement Request Form in substantially the form of Exhibit “D,” attached hereto, copies of the contract(s) with the contractor(s) who have constructed the City Improvement and other relevant documentation with regard to the payments made to such contractor(s) and each of them for the construction of the City Improvement, documentation evidencing payment of prevailing wages, and shall also provide to the City invoices and purchase orders with respect to all equipment, materials and labor purchased for the construction of the City Improvements. The City shall require the Engineer to complete its determination of the value of the City Improvements as promptly as is reasonably possible.

Notwithstanding the preceding provisions of this Section, the source of funds for the acquisition of the City Improvements or any portion thereof shall be funds in the City Improvements Account. If for any reason beyond the City’s control the Bonds are not sold, the City shall not be required to acquire the City Improvements from the Developer, except to the extent of funds from the collection of Special Taxes. In such event, the Developer shall complete the design and construction and offer to the City ownership of such portions of the City Improvements as are required to be

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constructed by the Developer as a condition to recordation of subdivision maps for the Developer Property (but only at such times as required by such condition), but need not construct any portion of the City Improvements which it is not so required to construct. Reimbursement for these facilities would be made from the collection of Special Taxes over time.

In addition to the foregoing, the City shall have the right to withhold payment for acquisition of a City Improvement, if:
(a) the Developer or any of its affiliates is delinquent in the payment of any Special Taxes levied by the Community Facilities District on properties then owned by the Developer or any of its affiliates within the Improvement Area, or (b) the Developer is not then in substantial compliance with a condition or obligation imposed upon the Developer Property by the City, including but not limited to, payment of all applicable fees, dedication of all applicable rights-of-way or other property and construction requirements.

The City shall immediately provide written notice to the Developer of the decision to withhold any such payment and shall specify the reason for such decision. If the payment is withheld as a result of the delinquency in the payment of Special Taxes, the notice shall identify the delinquent parcels and the amount of such delinquency. If the payment is withheld as a result of substantial non-compliance with a condition or obligation, the notice shall specify such condition or obligation and what action will be necessary by the Developer to substantially comply with such condition or obligation. Upon receipt of evidence reasonably satisfactory to the City that the Developer has paid the delinquent Special Taxes or complied with the subject condition or obligation, the City shall forthwith make all payments which have been withheld pursuant to the provisions of this Section.

10. Easements and/or Fee Title Ownership Deeds. Without limiting the Developer’s rights to reimbursement for such grants pursuant to Section 9 above, the Developer shall, at the time the City acquires the City Improvements as provided in Section 9 hereof, grant or cause to be granted to the City, by appropriate instruments prescribed by the City, all easements across private property and/or fee title ownership deeds which may be reasonably necessary for the proper operation and maintenance of such City Improvements, or any part thereof, but only to the extent located within the Developer Property.

11. Permits. The Developer shall be responsible for obtaining all necessary construction permits from the City and/or the County (as appropriate) covering construction and installation of the City Improvement.

12. Maintenance. Prior to the transfer of ownership of a City Improvement by the Developer to the City, as provided in Section 9 hereof, the Developer shall be responsible for the maintenance thereof and shall require its contractor(s) to repair all facilities damaged by any party other than the City, prior to acceptance by the City and/or make corrections determined to be necessary by the City’s inspection personnel. The City shall not be permitted to place any City Improvement in service prior to acceptance of the same, unless the Developer otherwise consents in writing.

13. Inspection of Records. The City shall have the right to review all books and records of the Developer pertaining to the costs and expenses incurred by the Developer for the design and

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construction of the City Improvements during normal business hours by making arrangements with the Developer. The Developer shall have the right to review all books and records of the City pertaining to costs and expenses incurred by the City for services of the Engineer by making arrangements with the City.

14. Ownership of Improvements. Notwithstanding the fact that some or all of the City Improvements may be constructed in dedicated street rights-of-way or on property which has been or will be dedicated to the City, each City Improvement shall be and remain the property of the Developer until acquired by the City as provided in this Agreement. The foregoing shall not apply to the Utility Undergrounding.

15. Materials and Workmanship Warranty. The requirements of this Section shall not apply to any City Improvement that was complete (as determined by the City Council) prior to the adoption by the City Council of the resolution forming the CFD, but they shall apply to all other City Improvements.

Upon the completion of the acquisition of a City Improvement by the City, the performance bond related to such individual City Improvement provided by the Developer pursuant to Section 6.1(e) hereof, shall be reduced by 90%, and the remaining 10% shall serve as a maintenance bond to guarantee that such City Improvement will be free from defects due to faulty workmanship or materials for a period of one year.

16. City Fee Facility Improvements. The Developer may be required pursuant to the conditions of development or the fee ordinance to pay certain City fees (the “City Fees”) relating to the City Fee Facility Improvements prior to the availability of proceeds of the Bonds to pay for such City Fee Facility Improvements. In the event such City Fees are paid prior to the availability of Bond proceeds, the amounts paid to the City shall be deemed to be deposits (each a “Deposit”) that are subject to refund by the City to the Developer in accordance with this Agreement. The City shall place each Deposit in a capital facilities account(s). If the Developer has made any Deposits to the City, then following deposit of Bond proceeds in the City Fee Facility Improvements Account, the City shall return to the Developer, from the capital account in which the Deposits were deposited the Deposits not previously returned, without interest or other earnings thereon. The City shall be so obligated to return such Deposits only to the extent that an equivalent amount of the Deposits to be returned is deposited in the City Fee Facility Improvements Account from Bond proceeds or Special Tax collections prior to the issuance of Bonds.

Bond proceeds used to finance City Fee Facility Improvements which relate to the City Fees shall be allocated first for return of all Deposits prior to being allocated to the payment of City Fees not previously deposited by the Developer. Any Deposits that have not been returned to the Developer at the time it is determined that there will be no further Bond proceeds available (i.e. the final series of Bonds to finance the Improvements have been issued) shall be retained by the City and may be used for the purposes for which the City Fee was required, and the unrefunded Deposits shall constitute full and final payment for such City Fees, without any increase of any kind.

17. Miscellaneous Improvements. Improvements unrelated to the City Improvements and the City Fee Facility Improvements are described in Exhibit “C” attached hereto. The amounts deposited in the applicable Miscellaneous Improvement Account(s), if any, will be disbursed for the acquisition or construction of Miscellaneous Improvements in accordance with the provisions in the applicable Joint Community Facilities Agreement. Any amounts in the applicable Miscellaneous

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Improvement Account(s) shall be disbursed at the written direction of the City upon Developer’s submittal of a payment request which will be based upon applicable entity’s payment request form as provided for in the applicable Joint Community Facilities Agreement. Upon receipt of such payment request, the City shall submit a written requisition for payment of the requested amount to the Fiscal Agent for the Bonds, who shall directly pay the amount requested to the applicable entity.

18. Independent Contractor. In performing this Agreement, Developer is an independent contractor and not the agent of the City. The City shall not have any responsibility for payment to any contractor or supplier of Developer. It is not intended by the Parties that this Agreement create a partnership or joint venture among them and this Agreement shall not otherwise be construed.

19. Indemnification. Developer shall assume the defense of, indemnify and save harmless, the City, its officers, employees and agents, and the Community Facilities District, its officers, employees and agents, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subject or put, by reason of, or resulting from such person’s or entity’s performance of its obligations under this Agreement and the construction of the City Improvements, the failure of the Developer to provide notice of the Special Tax to be levied by the Community Facilities District pursuant to Section 53341.5 of the Act (but only if the Developer is required by law to provide such notice), or arising out of any alleged misstatements of fact or alleged omission of a material fact made by the Developer, its officers, directors, employees or agents to the City, the Community Facilities District, the underwriter of the Bonds and its counsel, the appraiser, the special tax consultant, the market absorption consultant or bond counsel regarding the Developer, its proposed developments, its property ownership, and any contractual arrangement it may enter into in a disclosure document describing the Community Facilities District and the risks relating to the Bonds. No provision of this Agreement shall in any way limit the extent of Developer’s responsibility for payment of damages resulting from the operations of Developer and its contractors; provided, however that Developer shall not be required to assume the defense or indemnify and save harmless any person or entity as to actions, damages, claims, losses or expenses resulting from the breach of this Agreement, the negligence or willful misconduct of such person or entity or their officers, agents, consultants or employees.

20. Insurance Requirements. For City Improvements bid after the effective date of this Agreement, neither the Developer nor its contractor shall commence work on such City Improvement under this Agreement prior to obtaining insurance with a company or companies acceptable to the City, nor shall the Developer’s contractor allow any subcontractor to commence work on its subcontract until all insurance required of the subcontractor has been obtained.

The Developer shall during the life of this Agreement, notify the City in writing of any incident giving rise to any potential bodily injury or property damage claim and any resultant settlements, whether in conjunction with this or any other project which may affect the limits of the required coverage, as soon as is reasonable and practical.

21. Conflict With Other Agreements. Except as specifically provided herein, nothing contained herein shall be construed as releasing Developer from any condition of development or requirement imposed by any other agreement with City. In the event of a conflicting provision, such other agreement shall prevail unless such conflicting provision is specifically waived or modified in writing by City.

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22. Notices. Any notice, payment or instrument required or permitted by this Agreement to be given or delivered to either Party shall be deemed to have been received when personally delivered or seventy-two (72) hours following deposit of the same in any United States Post Office in California, registered or certified, postage prepaid. Any notice to the Community Facilities District or the City shall be addressed to City of Desert Hot Springs, 11-999 Palm Drive, Desert Hot Springs, California 92240, Attention: City Manager. Any notice to Developer shall be addressed to Skyborne Ventures, LLC, 505 Lomas Santa Fe Drive, Suite 230, Solana Beach, CA 92075, Attention: Jim Kozak.

Each Party may change its address for delivery of notice by delivering written notice of such change of address to the other Party hereto.

23. No Gift or Waiver.

23.1 No Gift or Waiver for City Improvements. The Developer and the City acknowledge that:
(a) The Developer or its predecessor may have constructed or may be constructing City Improvements before funds that will be used to acquire them are available with the expectation that the Developer will be reimbursed for such City Improvements to the extent and in the manner set forth in this Agreement.
(b) The City may inspect City Improvements and process Disbursement Request Forms even if funds from the proceeds of Bonds available at the time of such inspection and processing do not exist or are not then sufficient to satisfy the Disbursement Request in full. (c) The Developer may convey City Improvements to the City and the City may accept such City Improvements even if funds from the proceeds of Bonds available at the time of such conveyance and acceptance do not exist or are not then sufficient to satisfy the Disbursement Request in full.
(d) If the City accepts City Improvements before a Disbursement Request is paid in full, the unpaid balance of the Disbursement Request will be paid from time to time, in any number of installments and irrespective of the length of time payment is deferred, as funds from the proceeds of Bonds become available.
(e) The Developer’s conveyance or dedication of City Improvements to the City before the availability of funds from the proceeds of Bonds to acquire the City Improvements is not and shall not be deemed, a gift or a waiver of the Developer’s right to payment of the purchase price of such City Improvements pursuant to this Agreement.

23.2 No Gift or Waiver for City Fees. The Developer and the City acknowledge that:
(a) Prior to the availability of funds from the proceeds of Bonds, the Developer or its predecessor may have been or may be required to deposit funds to assure payment of applicable City Fees of the City.

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(b) The Developer or its predecessor has deposited or will be depositing such funds with the expectation that the Developer will be reimbursed for these Deposits to the extent and in the manner set forth in this Agreement.
(c) The reimbursement of such Deposits pursuant to Section 16 of this Agreement may occur from time to time, in any number of installments and irrespective of the length of time payment is deferred, as funds become available. (d) The Developer’s deposit of such funds to the City before the availability of funds to reimburse the Developer is not, and shall not be deemed, a gift or a waiver of the Developer’s right to reimbursement of such Deposits pursuant to this Agreement.

24. General Provisions.
(a) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the City and the Developer and their respective heirs, executors, legal representatives, successors, and authorized assigns.
(b) Amendment. This Agreement may be amended at any time but only in writing signed by each Party hereto.
(c) Entire Agreement. This Agreement, and the agreements referenced herein, contains the entire understanding and agreement between the Parties with respect to the matters provided for herein and supersedes all prior agreements and negotiations between the Parties with respect to the subject matter of this Agreement. There are no oral or written representations, understanding, undertakings or agreements which are not contained or expressly referred to herein, and any such representations, understandings or agreements are superseded by this Agreement.

Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Parties hereto, or the failure by a Party to exercise its rights upon the default of another Party, shall not constitute a waiver of such Party’s right to insist and demand strict compliance by such other Parties with the terms of this Agreement thereafter. This Agreement shall be binding upon, and enforceable by and against the Community Facilities District upon the establishment of the Community Facilities District.
(d) Exhibits. All exhibits attached hereto are incorporated into this Agreement by reference.
(e) Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible.
(f) Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Parties hereto, or the failure by a Party to exercise its rights upon the default of another Party, shall not constitute a waiver of such Party’s right to insist and demand strict compliance by such other Parties with the terms of this Agreement thereafter. (g) No Third Party Beneficiaries. Except as provided explicitly in this Agreement, no person or entity shall be deemed to be a third party beneficiary hereof, and nothing in this Agreement (either express or implied) is intended to confer upon any person or entity, other than

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the City, the Community Facilities District, the Developer, and the Security Provider (and their respective successors and assigns), any rights, remedies, obligations or liabilities under or by reason of this Agreement.
(h) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute but one instrument. (i) Assignment. Developer may assign all or any of its rights pursuant to this Agreement to a purchaser of all or any portion of the Developer Property. Such a purchaser and assignee shall, as a condition to taking an assignment of such rights, enter into an assignment and assumption agreement with the City and Developer, in a form reasonably acceptable to Developer and the City, whereby such rights assigned are specified and such purchaser agrees, except as may be otherwise specifically provided therein, to assume the obligations of Developer pursuant to this Agreement and to be bound thereby. A company that acquires all of the assets of the Developer, including ownership of the Developer itself, shall be deemed a successor and shall not require an assignment or assumption agreement to be bound by, and enjoy the benefits of, this Agreement. (j) Governing Law. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California. (k) Construction of Agreement. This Agreement has been reviewed by legal counsel for both the City and Developer and shall be deemed for all purposes to have been jointly drafted by the City and Developer. No presumption or rule that ambiguities shall be construed against the drafting Party shall apply to the interpretation or enforcement of this Agreement. (l) Termination. The provisions of this Agreement related to the acquisition and financing of the Improvements shall terminate and be of no further force or effect if the first series of Bonds for any Improvement Area are not sold within ten years from the date of this Agreement unless extended by agreement of all the Parties. If the City is unable to sell the first series of Bonds for any Improvement Area after diligent, commercially reasonable efforts to do so, this Agreement shall terminate and be of no further force and effect; provided, however, in such event, any collected Special Taxes remaining after the payment of administrative expenses of the CFD allocable to the Improvement Areas and reimbursement to the Developer of CFD formation costs shall be used to pay for Improvements in accordance with this Agreement and Developer shall receive a credit against City Fees otherwise payable to City in the amount so used to pay for City Fee Facility Improvements. (m) Attorneys’ Fees. In the event of any action or proceeding, including an arbitration or a reference pursuant to Section 638 et seq., of the Code of Civil Procedure brought by any Party against any other under this Agreement, the prevailing Party shall be entitled to recover its actual attorneys’ fees and all fees, costs and expenses incurred for prosecution, defense, consultation, or advice in such action or proceeding. In addition to the foregoing, the prevailing Party shall be entitled to its actual attorneys’ fees and all fees, costs and expenses incurred in any post-judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Agreement into any judgment on this Agreement. (n) Venue and Forum. Any action at law or in equity arising under this Agreement brought by any Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the

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County of Riverside, State of California, and the Parties waive all provisions of law providing for the filing removal or change of venue to any other Court.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written below.

DATED: January 21, 2025
CITY OF DESERT HOT SPRINGS, a political
subdivision of the State of California
By:

Frank Luckino, City Manager
ATTEST:

By:

Jerryl Soriano, CMC, City Clerk
APPROVED AS TO FORM:

CITY ATTORNEY FOR THE CITY OF

DESERT HOT SPRINGS
By:

Tuan-Anh Vu, City Attorney

SKYBORNE VENTURES, LLC
By:

Name:

Title:

4911-0066-8169v2/200812-0004

LIST OF EXHIBITS

EXHIBIT A - DESCRIPTION OF DEVELOPER PROPERTY

EXHIBIT B - DESCRIPTION OF COST ESTIMATES

EXHIBIT C - MISCELLANEOUS IMPROVEMENTS

EXHIBIT D - DISBURSEMENT REQUEST FORM

A-1
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EXHIBIT A

DESCRIPTION OF DEVELOPER PROPERTY
Real property in the City of Desert Hot Springs, County of Riverside, State of California, described as follows:

IMPROVEMENT AREA NO. 2:

Assessor Parcel Nos.:
667-340-001 through 667-340-051
667-350-001 through 667-350-076
667-350-078 through 667-350-080
667-360-001 through 667-360-064
FUTURE ANNEXATION AREA:

Assessor Parcel Nos.:
667-080-002 through 667-080-007
667-100-029
667-100-031
667-100-038
667-120-024 through 667-120-027
667-120-051

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EXHIBIT B
DESCRIPTION OF COST ESTIMATES OF THE IMPROVEMENTS (1)
No. of Units 1,401
City of Desert Hot Springs (Development Impact Fees) Unit Cost Law Enforcement $ 565 $ 791,565
Fire 583 816,783
Circulation (Streets, Traffic Signals, and Bridges) 4,466 6,256,866 Storm Drainage 2,293 3,212,493
General Facilities 699 979,299
Community (Public Use) Centers 1,027 1,438,827
Aquatics Center 191 267,591
Parks and Recreation 2,214 3,101,814
Total City of Desert Hot Springs DIF $ 12,038 $ 16,865,238 City of Desert Hot Springs Karen Ave. Park Contribution Karen Avenue Park Contribution $ 857 $ 1,199,997
City of Desert Hot Springs Traffic Mitigation Contribution Off-Site Traffic Mitigation Contribution $ 428 $ 600,066 City of Desert Hot Springs Traffic Signal Contribution
Traffic Signal at Mission Lakes Blvd. & Karen Ave. (25% Fair Share Contribution) $ 107 $ 150,000 Traffic Signal at Pierson Blvd. & Hwy. 62 (25% Fair Share Contribution) 107 150,000 Total City of Desert Hot Springs Traffic Signal Contribution $ 214 $ 300,000 City of Desert Hot Springs Improvements
Off-Site Backbone Street Improvements $ 2,761 $ 3,867,751 Off-Site Backbone Street Landscaping 1,348 1,888,693
Backbone Storm Drain 820 1,149,396
Backbone Dry Utilities 3,301 4,625,241
Prevailing Wage (35% of Above Costs) 2,881 4,035,878
Off-Site Backbone Street Improvements (Prevailing Wage Included) 383 535,940 Total City of Desert Hot Springs Facilities Improvements Costs $ 11,494 $ 16,102,899 Facilities Completed Prior to Adoption of ROF for CFD 2006-1 (b) Traffic Signals $ 284 $ 397,771
Landscaping 371 519,888
Street Improvements 1,581 2,214,835
Dry Utilities 1,425 1,996,390
Engineering & Construction Mgmt. (15% of above costs) 549 769,333 Traffic Control 6 8,565
Total City of Desert Hot Springs Facilities Completed Prior to ROF for CFD 2006-1 $ 4,216 $ 5,906,782 City of Desert Hot Springs Fire Station Improvement (b) Fire Station Improvement $ 2,291 $ 3,209,245
Allocated to Improvement Area 1 (Village 3) (1,839) (2,576,142) Total City of Desert Hot Springs Fire Station Improvement Reimbursement Remaining $ 452 $ 633,103 TOTAL CITY FEES AND FACILITIES $ 29,699 $ 41,608,085
(1) Amounts are estimates and subject to change.

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EXHIBIT C
DESCRIPTION OF THE MISCELLANEOUS IMPROVEMENT(1)
Water District facilities include the following:

Unit Cost 1401 Units
Backbone Domestic Water $ 160 $ 224,480
Backbone Sewer 636 891,550
Well 1630/1700 Water Pressure Zone 3,569 4,999,875
Intertie 1630/1700 Water Pressure Zone 999 1,399,965
Water Tank 1630/1700 Water Pressure Zone 1,285 1,799,955 Booster Pump 1630/1700 Water Pressure Zone 571 799,980
Prevailing Wage (35% of Above Costs) 2,527 3,540,532
Zone 1530 Improvements 1,784 2,500,000
Well 35 Contribution and Required Pressure Zone Improvements 3,051 4,274,484 Allocated to Improvement Area 1 (Village 3) (2,141) (3,000,000) Well 36 Contribution 3,569 5,000,392
Total MSWD Contributions & Improvements $ 16,011 $ 22,431,213 (1) Amounts are estimates and subject to change. The Acquisition Price will be funded with Bond proceeds.

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EXHIBIT D
CFD NO. 2025-1 (SKYBORNE VILLAGE) OF THE CITY OF DESERT HOT SPRINGS

DISBURSEMENT REQUEST FORM

1. Community Facilities District No. 2025-1 (Skyborne Village) of City of Desert Hot Springs (the “CFD”) is hereby requested to pay from the ________________________ Account, or any applicable account or sub-account thereof, established by the CFD in connection with its 20__ Special Tax Bonds (the “Bonds”) to City of Desert Hot Springs (the “City”) as payee, the sum set forth below:
$_____________________ (the Requested Amount”)

2. The Requested Amount represents the payment of City Fees for ___ lot(s) within the boundaries of the CFD (the “Property”).
(Tract No. __________, Lot Nos. ________________).

Or, City Improvements as supported by attached documentation.

3. The Requested Amount is due and payable, has not formed the basis of any prior request or disbursement.

4. The City, as payee, is hereby directing payment of the Requested Amount be payable to Lennar Homes of California, LLC, a California limited liability company (the “Developer”), pursuant to the wiring instructions attached hereto.

5. The Requested Amount is authorized and payable pursuant to the terms of the certain Acquisition, Construction and Funding Agreement (the “Agreement”) between the City of Desert Hot Springs, acting for and on behalf of itself and the CFD and Developer.

6. Capitalized undefined terms used herein shall have the meaning ascribed to them in the Agreement.

D-2
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Dated: DEVELOPER:

LENNAR HOMES OF CALIFORNIA, LLC,
a California limited liability company
By:

Name:

Title:

Dated: CITY OF DESERT HOT SPRINGS
By:

Its:
[ATTACH WIRING INSTRUCTIONS]

1 #514844936

JOINT COMMUNITY FACILITIES AGREEMENT
relating to
Community Facilities District No. 2025-1 (Skyborne Village) of the City of Desert Hot Springs by and among
City of Desert Hot Springs, Mission Springs Water District, Lennar Homes of California, LLC, AG EHC II (LEN) CA 2, L.P., and Skyborne Ventures, LLC
THIS JOINT COMMUNITY FACILITIES AGREEMENT (the “Agreement”) is entered into effective as of the __ day of ___, 2025, by and among the CITY OF DESERT HOT SPRINGS, a general law city in the State of California (the “City”), MISSION SPRINGS WATER DISTRICT, a public agency organized and existing pursuant to Division 20 of the California Water Code (“Mission Springs Water District”), LENNAR HOMES OF CALIFORNIA, LLC, a California limited liability company (“Lennar”), AG EHC II (LEN) CA 2, L.P., a Delaware limited partnership (the “Land Bank”), and SKYBORNE VENTURES, LLC (the “Skyborne Ventures”) and relates to the formation by the City of a community facilities district known as “Community Facilities District No. 2025-1 (Skyborne Village) of the City of Desert Hot Springs” (the “CFD”) for the purpose of financing, among other things, certain facilities to be owned, operated or maintained by the Mission Springs Water District from proceeds of bonds issued by the CFD and the proceeds of facilities special taxes levied by the CFD.

RECITALS
A. The property (“Property”) depicted in Exhibit A hereto, which is located in the City, constitutes the land within the boundaries of the CFD. The Property is described in Exhibit B hereto.

B. The CFD consists of two improvement areas: Improvement Area No. 1 (“Improvement Area No. 1”) and Improvement Area No. 2 (“Improvement Area No. 2”). In addition, the CFD has identified property for future annexation (the “Future Annexation Area”) that may be annexed into the CFD as one or more new improvement areas (each, a “Future Improvement Area”). Improvement Area No. 1, Improvement Area No. 2, and the Future Annexation Area are identified on the map attached hereto as Exhibit A.

C. Lennar and the Land Bank entered into an Option Agreement dated ________, ____ (the “Option Agreement”) and a Construction Agreement dated ________, ____ (the “Construction Agreement” and together with the Option Agreement, the “Land Bank Documents”). On _____, ____, the Land Bank acquired the property in Improvement Area No. 1.

D. Under the Land Bank Documents, Lennar has the exclusive right to develop the Property in Improvement Area No. 1 and to acquire the parcels of the Property in Improvement Area No. 1 from the Land Bank from time to time pursuant to a takedown schedule. As of the date of this Agreement, Lennar has acquired several parcels of the Property in Improvement Area No. 1 from the Land Bank, and the Land Bank owns the remainder of the Property in Improvement Area No. 1 subject to the Land Bank Documents.

E. Skyborne Ventures is the owner of the Property in Improvement Area No. 2.

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F. As used in this Agreement: (1) with respect to the property in Improvement Area No. 1 (i) during the term of the Option Agreement, the term “Developer” shall mean exclusively Lennar, regardless of whether any portion of the Property in Improvement Area No. 1 is owned by the Land Bank; and (ii) if the Option Agreement is terminated prior to the conveyance of all of the Property in Improvement Area No. 1 to Lennar, the term “Developer” shall mean (A) Lennar with respect to the portion of the Property in Improvement Area No. 1 owned by Lennar, (B) the Land Bank with respect to the portion of the Property in Improvement Area No. 1 owned by the Land Bank, and (C) if the Land Bank enters into an agreement for the sale of any part of the Property in Improvement Area No. 1 to a replacement builder (“Replacement Builder”) and the Land Bank assigns the Mitigation Agreement to such Replacement Builder and the Replacement Builder has assumed such Mitigation Agreement, the Replacement Builder with respect to the portion of the Property in Improvement Area No. 1 subject to the agreement with the Land Bank and/or owned by such Replacement Builder; (2) with respect to the property in Improvement Area No. 2, the term “Developer” shall mean exclusively Skyborne Ventures; and (3) with respect to the property in a Future Improvement Area, the term “Developer” shall mean the developer of the property in the Future Improvement Area.

G. The City received a petition in accordance with the Act (defined below) to form the CFD for the purpose of financing, among other things, certain public facilities to be constructed and owned and operated by Mission Springs Water District (the “Mission Springs Water District Facilities”) in lieu of the payment of Mission Springs Water District Fees (defined herein) and certain water and sewer facilities to be constructed by the applicable Developer and acquired by Mission Springs Water District (the “Acquisition Facilities”).

H. In conjunction with the issuance of permits for the construction of homes on the Property and/or receipt of water meters for such homes, the applicable Developer, or its successors or assigns, may elect to advance Mission Springs Water District Facilities costs in lieu of payment of Mission Springs Water District Fees (the “Advances”) before Bond Proceeds (defined herein) from the applicable Improvement Area are available in sufficient amounts to pay for Mission Springs Water District Facilities. In such case, such Developer shall be entitled to (i) reimbursement of such Advances limited to Bond Proceeds from the applicable Improvement Area available to Mission Springs Water District, if any (the Advances being considered an interest free loan by such Developer with no repayment obligation except to the extent there are Bond Proceeds received by or made available to Mission Springs Water District as described herein, all as further described in Section 5(a) below), and (ii) credit against Mission Springs Water District Fees which would otherwise be due to Mission Springs Water District equal to the amount of Bond Proceeds from the applicable Improvement Area disbursed to Mission Springs Water District or at the direction of Mission Springs Water District for Mission Springs Water District Facilities, all as further described herein.

I. The City will have sole discretion and responsibility for the formation and administration of the CFD.

J. The City is authorized by Section 53313.5 of the Act to assist in the financing of the acquisition and/or construction of the Mission Springs Water District Facilities and/or the Acquisition Facilities. This Agreement constitutes a joint community facilities agreement, within the meaning of Section 53316.2 of the Act, by and among Mission Springs Water District, Lennar, the Land Bank, Skyborne Ventures, and the City, pursuant to which the CFD, when and if formed, will be authorized to finance the acquisition and/or construction of all or a portion of the Mission Springs

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Water District Facilities and/or the Acquisition Facilities. As authorized by Section 53316.6 of the Act, responsibility for constructing, providing for and operating the Mission Springs Water District Facilities and/or the Acquisition Facilities is delegated to Mission Springs Water District.

K. The Parties (defined below) hereto find and determine that the residents residing within the boundaries of Mission Springs Water District, the City and the CFD will be benefited by the construction and/or acquisition of the Mission Springs Water District Facilities and/or the Acquisition Facilities and that this Agreement is beneficial to the interests of such residents.

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

1. Recitals. Each of the above recitals is incorporated herein and is true and correct.

2. Definitions. Unless the context clearly otherwise requires, the terms defined in this Section shall, for all purposes of this Agreement, have the meanings herein specified. (a) “Acquisition Facility(ies)” means the sewer and water facilities described as such in Exhibit C hereto.
(b) “Act” means the Mello-Roos Community Facilities Act of 1982, Chapter 2.5 (commencing with Section 53311) of Part 1 of Division 2 of Title 5 of the California Government Code.
(c) “Advance” or “Advances” means an amount advanced by a Developer to Mission Springs Water District for Mission Springs Water District Facilities in lieu of payment of Mission Springs Water District Fees prior to the availability of sufficient Bond Proceeds from the applicable Improvement Area. Advances shall be deemed payment of Mission Springs Water District Fees to the extent sufficient Bond Proceeds from the applicable Improvement Area are not received by or made available to Mission Springs Water District. (d) “Bond Proceeds” or “Proceeds of the Bonds” shall mean, for each Improvement Area, those net funds generated by the sale of the Bonds and investment earnings thereon, net of costs of issuance, reserve fund, capitalized interest and administrative expenses, and may include net funds generated by the levy of Special Taxes from the applicable Improvement Area and investment earnings thereon.
(e) “Bond Resolution” means that Resolution, Resolution Supplement, Fiscal Agent Agreement, Indenture of Trust or other equivalent document(s) providing for the issuance of the Bonds of an Improvement Area.
(f) “Bonds” shall mean those bonds, or other securities, issued by, or on behalf of an Improvement Area of the CFD, in one or more series, as authorized by the qualified electors within the applicable Improvement Area of the CFD.
(g) “Disbursement Request” means a request for payment relating to Mission Springs Water District Facilities in the form attached hereto as Exhibit D.

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(h) “Future Improvement Area” means an improvement area of the CFD designated by the CFD following the annexation of property from the Future Annexation Area. (i) “Improvement Area” means, as the context requires, Improvement Area No. 1, Improvement Area No. 2 of the CFD, or a Future Improvement Area. (j) “Improvement Area No. 1” means Improvement Area No. 1 of the CFD. (k) “Improvement Area No. 2” means Improvement Area No. 2 of the CFD. (l) “Improvement Areas” means Improvement Area No. 1, Improvement Area No. 2, and any then-existing Future Improvement Area.
(m) “Mission Springs Water District Engineer Representative” means a Mission Springs Water District engineer duly authorized to act on behalf of Mission Springs Water District or his or her designee.
(n) “Mission Springs Water District Facilities” means those sewer and water facilities listed on Exhibit C hereto, which are necessary for the provision of water and sewer services to the Property and paid for with Bond Proceeds in lieu of the payment of Mission Springs Water District Fees.
(o) “Mission Springs Water District Fees” means water supply development fees, water backup fees, sewer backup fees, sewer treatment capacity charges and all components thereof imposed by Mission Springs Water District upon the Property to finance Mission Springs Water District Facilities.
(p) “Other Facilities Account of the Improvement Fund” means the fund, account or subaccount of the CFD (regardless of its designation within the applicable Bond Resolution) into which a portion of the Bond Proceeds may be deposited in accordance with the applicable Bond Resolution to finance Mission Springs Water District Facilities and/or the Acquisition Facilities and which may have subaccounts.
(q) “Party” or “Parties” shall mean any one or all of the parties to this Agreement.
(r) “Payment Request” means a request for payment relating to Acquisition Facilities in the form attached hereto as Exhibit E.
(s) “Rate and Method” means, for an Improvement Area, the Rate and Method of Apportionment of the Special Tax authorizing the levy and collection of Special Taxes within such Improvement Area pursuant to proceedings undertaken for the CFD pursuant to the Act. (t) “Special Taxes” means the facilities special taxes authorized to be levied and collected within an Improvement Area of the CFD pursuant to the applicable Rate and Method. (u) “State” means the State of California.

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3. Formation of the CFD. The City has undertaken to analyze the appropriateness of forming the CFD to finance the Mission Springs Water District Facilities, Acquisition Facilities, and other facilities.

4. Sale of Bonds and Use of Bond Proceeds. In the event that the CFD is formed and Bonds are issued for an Improvement Area, the City and the applicable Developer shall determine the amount of Bond Proceeds from such Improvement Area to be deposited in the Other Facilities Account of the Improvement Fund and each subaccount thereof. As such Bond Proceeds are transferred to Mission Springs Water District and reserved to fund Mission Springs Water District Facilities, as described in Section 5 below, the applicable Developer shall receive a credit in the amount transferred against the payment of Mission Springs Water District Fees with respect to the Property in such Improvement Area. Nothing herein shall supersede the obligation of an owner of the Property to make an Advance or pay Mission Springs Water District Fees to Mission Springs Water District when due. The purpose of this Agreement is to provide a mechanism by which the CFD may issue the Bonds and levy Special Taxes to provide a source of funds to finance Mission Springs Water District Facilities and Acquisition Facilities in lieu of the payment of Mission Springs Water District Fees and provision of Acquisition Facilities. In the event that Bond Proceeds, including investment earnings thereon, are not available or sufficient to satisfy the obligation, then the applicable Developer shall remain obligated to make an Advance for which it will receive no reimbursement (except to the extent applicable Bond Proceeds later become available to Mission Springs Water District), or pay Mission Springs Water District Fees to Mission Springs Water District as a condition of receiving water and sewer service to the Property.

The Bonds shall be issued only if, in its sole discretion, the City Council determines that all requirements of State and federal law and all City policies have been satisfied or have been waived by the City. Nothing in this Agreement shall confer upon Mission Springs Water District or any owner of the Property, including any Developer, a right to compel the issuance of the Bonds or the disbursement of Bond Proceeds to fund Mission Springs Water District Facilities and/or Acquisition Facilities except in accordance with the terms of this Agreement.

CFD shall not include Mission Springs Water District’s name on property owners’ special tax bills within the CFD.

By entering into this Agreement and requisitioning Bond Proceeds as described herein, Mission Springs Water District is not passing upon, determining or assuming the tax-exempt status of the Bonds for federal or California state income tax purposes.

5. Disbursements for Mission Springs Water District Facilities. (a) The provisions of this Section 5 shall apply separately to each Improvement Area of the CFD and there shall be no cross-collateralization between Improvement Areas. To the extent a Developer makes advances, constructs facilities, or gets credits under this Section 5 for the Improvement Area that such Developer owns or is developing, those actions shall apply only to the Improvement Area in which the Developer owns or is developing property. For example, an Advance made by a Developer in Improvement Area No. 1 shall not result in a credit or reimbursement provided to any property in Improvement Area No. 2 or to a Developer associated with Improvement Area No. 2.

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(b) Upon the funding of the Other Facilities Account of the Improvement Fund with funds reserved to fund Mission Springs Water District Facilities, the applicable Developer shall notify Mission Springs Water District of the amount of Bond Proceeds reserved to fund Mission Springs Water District Facilities and the applicable Developer and Mission Springs Water District may execute and submit a Disbursement Request for payment to the City or the CFD requesting disbursement of an amount equal to all or a portion of Advances from the Other Facilities Account of the applicable Improvement Fund to the extent that Bond Proceeds are available in the Other Facilities Account of the applicable Improvement Fund for such purpose. Upon Mission Springs Water District’s receipt of funds pursuant to such Disbursement Request, the applicable Developer shall receive reimbursement of the Advances from Mission Springs Water District. To facilitate Mission Springs Water District’s bookkeeping, Mission Springs Water District may direct in a Disbursement Request, that all or a portion of a payment be made directly from the Other Facilities Account to the applicable Developer as reimbursement for Advances made by the applicable Developer. In the event of a reimbursement to the applicable Developer pursuant to the preceding sentence, Mission Springs Water District shall account for an equivalent amount of Advances previously received from such Developer in accordance with Section 5(c) below.

To the extent that Mission Springs Water District expends all or a portion of an Advance pending the deposit of Bond Proceeds in the Other Facilities Account of the Improvement Fund for an Improvement Area, for purposes of Treasury Regulations regarding investment and expenditure of Bond Proceeds and State law provisions regarding financing of public capital facilities, the Advance shall be considered an interest free loan by the applicable Developer, which Mission Springs Water District only agrees to repay to the extent of the deposit, if any, of Bond Proceeds in the Other Facilities Account of the Improvement Fund for such Improvement Area and Mission Springs Water District’s written direction as described below to pay all or a portion of such deposit to such Developer as repayment of an Advance.
(c) From time to time following the funding of the Other Facilities Account of the Improvement Fund for an Improvement Area, the applicable Developer may notify Mission Springs Water District in writing and such Developer and Mission Springs Water District may jointly request a disbursement from the Other Facilities Account of the Improvement Fund to fund Mission Springs Water District Facilities by executing and submitting a Disbursement Request. Upon receipt of such Disbursement Request completed in accordance with the terms of this Agreement, the CFD shall wire transfer or otherwise pay to Mission Springs Water District (or upon Mission Springs Water District’s written direction pay to such Developer or an Mission Springs Water District contractor) such requested funds to the extent that Bond Proceeds are available in the Other Facilities Account of the Improvement Fund for such purpose. Upon such notice and Mission Springs Water District’s receipt of such disbursement (or upon payment to such Developer or an Mission Springs Water District contractor in accordance with directions from Mission Springs Water District relating to Mission Springs Water District Facilities), such Developer shall be deemed to have satisfied the applicable Mission Springs Water District Fees with respect to the number of dwelling units or lots for which the Mission Springs Water District Fees would otherwise have been required in an amount equal to such disbursement.
(d) Mission Springs Water District agrees that prior to submitting a Disbursement Request requesting payment from the CFD it shall review and approve all costs included in its request and will have already paid or incurred such costs of Mission Springs Water District Facilities from its own funds (which may include Advances from the applicable Developer) subsequent to the date of this Agreement, or will disburse such amounts to pay the costs of Mission Springs Water

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District Facilities following receipt of funds from the CFD. In the event that Mission Springs Water District does not disburse any Bond Proceeds (or equivalent amount of Advances repaid pursuant to the second to the last sentence of the first paragraph of Section 5(b) above) received by it to third parties within five banking days of receipt, it will trace and report to the CFD all earnings, if any, earned by Mission Springs Water District, from the date of receipt of such Bond Proceeds by Mission Springs Water District (or the date of disbursement pursuant to the second to the last sentence of the first paragraph of Section 5(b) above) to the date of expenditure by Mission Springs Water District for capital costs of the Mission Springs Water District Facilities. Such report shall be delivered at least semiannually until all Bond Proceeds are expended by Mission Springs Water District. Mission Springs Water District agrees that in processing the above disbursements it will comply with all legal requirements for the expenditure of Bond Proceeds under the Internal Revenue Code of 1986 and any amendments thereto.
(e) Mission Springs Water District agrees to maintain adequate internal controls over its payment function and to maintain accounting records in accordance with generally accepted accounting procedures. Mission Springs Water District will, upon request, provide the City and/or the applicable Developer with access to Mission Springs Water District’s records related to the Mission Springs Water District Facilities and expenditure of Advances and will provide to the City its annual financial report certified by an independent certified public accountant for purposes of assisting the City in calculating the arbitrage rebate obligation of the CFD, if any. (f) The City or the CFD agrees to maintain full and accurate records of all amounts, and investment earnings, if any, expended from the Other Facilities Account of the Improvement Fund and expenditure of Advances. The City or the CFD will, upon request, provide Mission Springs Water District and/or the applicable Developer with access to the City’s or the CFD’s records related to the Other Facilities Account of the Improvement Fund. (g) The City and Mission Springs Water District acknowledge that the City has the ultimate responsibility for issuance of the Bonds, the administration of the CFD, and the taxexempt status of any Bonds issued by the CFD. Accordingly, the City Council shall have ultimate responsibility for making all decisions with respect to the issuance of any CFD Bonds and the levy of CFD Special Taxes.
(h) If any proceeds of a series of Bonds will be applied to finance the Mission Springs Water District Facilities, in connection with the issuance of such Bonds, Mission Springs Water District agrees that it shall provide to the CFD a certificate confirming the representations contained in this Section 5 and such other matters as the CFD may reasonably request upon which the CFD and its bond counsel may rely in connection with the issuance of such Bonds and their conclusion that interest on such Bonds is not included in gross income for purposes of federal income taxation.

6. Ownership of Mission Springs Water District Facilities and Acquisition Facilities. The Mission Springs Water District Facilities and Acquisition Facilities shall be and remain the property of Mission Springs Water District.

7. Acquisition Facilities. The requirements of this Section 7 shall apply to any Acquisition Facility for which a Payment Request is submitted to Mission Springs Water District pursuant to this Section 7. The provisions of this Section 7 shall apply separately to each Improvement Area of the CFD and there shall be no cross-collateralization between Improvement

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Areas. A Developer that constructs facilities may only seek payment for the purchase price of such facilities from the CFD proceeds of the property in the Improvement Area being developed by such Developer, and the CFD proceeds from the other Improvement Areas are not available to such Developer absent a written agreement between all of the Parties hereto. There shall be no joint and several liability among the Developers for work undertaken by a single Developer. (a) Design Plans and Specifications. All plans, specifications and bid documents for the Acquisition Facility (“Plans”) constructed or to be constructed by the applicable Developer shall be prepared by such Developer at such Developer’s initial expense, subject to approval by Mission Springs Water District. Costs for preparation of the Plans shall be included in the acquisition price. Reimbursement of costs for plan revisions will be considered on a case by case basis. The applicable Developer shall not award bids for construction, or commence or cause commencement of construction, of the Acquisition Facility until the Plans and bidding documents have been approved by Mission Springs Water District. The bid opening for the Acquisition Facility shall be coordinated with and take place at Mission Springs Water District’s offices, with Mission Springs Water District personnel in attendance.
(b) Construction of Acquisition Facilities. A qualified engineering firm (the “Field Engineer”) shall be employed by such Developer to provide all field engineering surveys determined to be necessary by the Mission Springs Water District’s inspection personnel. Field Engineer shall promptly furnish to Mission Springs Water District a complete set of grade sheets listing all locations, offsets, etc., in accordance with good engineering practices, and attendant data and reports resulting from Field Engineer’s engineering surveys and/or proposed facility design changes. Mission Springs Water District shall have the right, but not the obligation, to review, evaluate and analyze whether such results comply with applicable specifications.

A full-time soil testing firm, approved by Mission Springs Water District, shall be employed by such Developer to conduct soil compaction testing and certification. Such Developer shall promptly furnish results of all such compaction testing to Mission Springs Water District for its review, evaluation and decision as to compliance with applicable specifications. In the event the compaction is not in compliance with applicable specifications, such Developer shall be fully liable and responsible for the costs of achieving compliance. A final report certifying all required compaction in accordance with the specifications shall be a condition of final acceptance of the Acquisition Facility.

The costs of all surveying, testing and reports associated with the Acquisition Facility furnished and constructed by such Developer’s contractor(s) shall be included in the acquisition price.

Mission Springs Water District shall not be responsible for conducting any environmental, archaeological, biological, or cultural studies or any mitigation requirements that may be requested by appropriate Federal, State, and/or local agencies with respect to the Acquisition Facility. Any such work shall be paid for and conducted by such Developer and included in the acquisition price of the Acquisition Facility.
(c) Mission Springs Water District Public Works Requirements. In order that the Acquisition Facility may be properly and readily acquired by Mission Springs Water District, the applicable Developer shall comply with all of the following requirements with respect to the Acquisition Facility, and such Developer shall provide such proof to the Mission Springs Water

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District as Mission Springs Water District may reasonably require and at such intervals and in such form as Mission Springs Water District may reasonably require, that the following requirements have been satisfied as to the Acquisition Facility:
(i) The applicable Developer shall prepare a bid package for review, comment and approval by the General Manager of Mission Springs Water District or his designee (the “Mission Springs Water District Representative”).
(ii) The applicable Developer shall, after obtaining at least three sealed bids for the construction of the Acquisition Facility in conformance with the procedures and requirements of Mission Springs Water District, submit to Mission Springs Water District written evidence of such competitive bidding procedure, including evidence of the means by which bids were solicited, a listing of all responsive bids and their amounts, and the name or names of the contractor or contractors to whom such Developer proposes to award the contracts for such construction, which shall be the lowest responsible bidder. (iii) The Mission Springs Water District Representative shall attend the bid opening. If unable to attend the bid opening, the Mission Springs Water District Representative shall approve or disapprove of a contractor or contractors, in writing, within five (5) business days after receipt from the Developer of the name or names of such contractor or contractors recommended by such Developer. If the Mission Springs Water District Representative disapproves of any such contractor; such Developer shall select the next lowest responsible bidder from the competitive bids received who is acceptable to the Mission Springs Water District Representative. (iv) The specifications and bid and contract documents shall require all such contractors to pay prevailing wages and to otherwise comply with applicable provisions of the Labor Code, the Government Code and the Public Contract Code relating to public works projects and as required by the procedures and standards of Mission Springs Water District with respect to the construction of its public works projects.
(v) The applicable Developer shall submit faithful performance and payment bonds conforming in all respects to the requirements set forth in Mission Springs Water District’s “Standard Water and/or Sewer Facilities and Service Agreement.” [DOES MISSION SPRINGS HAVE SUCH A POLICY?] The following documents shall be submitted to Mission Springs Water District along with the performance and payment bonds:
(1) The original, or a certified copy, of the unrevoked appointment, power of attorney, bylaws, or other instrument entitling or authorizing the person who executed the bond to do so;
(2) A certified copy of the certificate of authority of the insurer issued by the State of California’s Insurance Commissioner; and (3) Copies of the insurer’s most recent annual and quarterly statements filed with the Department of Insurance.
(vi) The applicable Developer and its contractor and subcontractors shall be required to provide proof of insurance coverage throughout the term of the construction of the Acquisition Facility, which they will construct in conformance with Mission Springs Water District’s

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standard procedures and requirements. Mission Springs Water District’s insurance requirements are set out in Section 7(n) herein.
(vii) The applicable Developer and all such contractors shall comply with such other requirements relating to the construction of the Acquisition Facility which Mission Springs Water District may impose by written notification delivered to such Developer and each such contractor at the time either prior to the receipt of bids by such Developer for the construction of such Acquisition Facility or, to the extent required as a result of changes in applicable laws, during the progress of construction thereof. In accordance with Section 7(f), such Developer shall be deemed the awarding body and shall be solely responsible for compliance and enforcement of the provisions of the Labor Code, Government Code, and Public Contract Code. (viii) A “Change Order” is an order from the applicable Developer to a contractor authorizing a change in the work to be performed. The applicable Developer shall receive comments from the Mission Springs Water District Representative prior to such Developer’s approval of any Change Order. The Mission Springs Water District Representative shall comment on or deny the Change Order request within five (5) business days of receipt of all necessary information. Mission Springs Water District’s comments to a Change Order shall not be unreasonably delayed, conditioned or withheld. The applicable Developer shall not be entitled to include in the acquisition price costs associated with a Change Order that have not been approved by the Mission Springs Water District Representative.
(d) Inspection; Completion of Construction. Mission Springs Water District shall have primary responsibility for inspecting the Acquisition Facility to assure that the work is being accomplished in accordance with the Plans. Such inspection does not include inspection for compliance with safety requirements by the applicable Developer’s contractor(s). Mission Springs Water District’s personnel shall be granted access to each construction site at all reasonable times for the purpose of accomplishing such inspection. Upon satisfaction of Mission Springs Water District’s inspectors, such Developer shall notify Mission Springs Water District in writing that an Acquisition Facility has been completed in accordance with the Plans.

Within three (3) business days of receipt of written notification from Mission Springs Water District inspectors that an Acquisition Facility has been completed in accordance with the Plans, the Mission Springs Water District Representative shall notify the applicable Developer in writing that such Acquisition Facility has been satisfactorily completed. Upon receiving such notification, such Developer shall file a Notice of Completion with the County of Riverside Recorder’s Office, pursuant to the provisions of Section 3093 of the Civil Code. The applicable Developer shall furnish to Mission Springs Water District a duplicate copy of each such Notice of Completion showing thereon the date of filing with the County of Riverside (the “County”). Mission Springs Water District will in turn file a notice with the County for acceptance. (e) Liens. With respect to the Acquisition Facility, upon the earlier of (i) receipt of all applicable lien releases, or (ii) expiration of the time for the recording of claim of liens as prescribed by Sections 3115 and 3116 of the Civil Code, the applicable Developer shall provide to Mission Springs Water District such evidence or proof as Mission Springs Water District shall require that all persons, firms and corporations supplying work, labor, materials, supplies and equipment for the construction of the Acquisition Facility have been paid, and that no claims of liens have been recorded by or on behalf of any such person, firm or corporation.

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(f) Acquisition; Acquisition Price; Source of Funds. The costs eligible to be included in the acquisition price of the Acquisition Facility (the “Actual Costs”) shall include:
(i) The actual hard costs for the construction of such Acquisition Facility as established by Mission Springs Water District-approved construction contracts and approved Change Orders, including costs of payment, performance and maintenance bonds and insurance costs, pursuant to this Agreement;
(ii) The design and engineering costs of such Acquisition Facility including, without limitation, the costs incurred in preparing the Plans. Costs for plan revisions will be considered on a case by case basis;
(iii) The costs of environmental evaluations and public agency permits and approvals attributable to the Acquisition Facility; (iv) Costs incurred by the applicable Developer for construction management and supervision of such Acquisition Facility, not to exceed five percent (5%) of the actual hard costs of construction, subject to prior approval by Mission Springs Water District of any construction management or supervision contract with respect to the Acquisition Facility; (v) Professional costs associated with the Acquisition Facility such as engineering, inspection, construction staking, materials, testing and similar professional services; and (vi) Costs approved by Mission Springs Water District of acquiring from an unrelated third party any real property or interests therein required for the Acquisition Facility including, without limitation, temporary construction easements, temporary by-pass road and maintenance easements.

Provided the applicable Developer has complied with the requirements of this Agreement, Mission Springs Water District agrees to execute and submit to the City a Payment Request for payment of the acquisition price of the completed Acquisition Facility to such Developer or its designee within thirty (30) days after such Developer’s satisfaction of the preconditions to such payment stated herein.

As a condition to Mission Springs Water District’s execution of the Payment Request for the acquisition price, the property ownership of the completed Acquisition Facility shall be transferred to Mission Springs Water District by grant deed, bill of sale or such other documentation as Mission Springs Water District may require free and clear of all taxes, liens, encumbrances, and assessments, but subject to any exceptions determined by Mission Springs Water District to not interfere with the actual or intended use of the land or interest therein (including the lien of a community facilities district so long as the subject property is exempt from taxation or is otherwise not taxable by such community facilities district). Upon the transfer of property ownership of the Acquisition Facility or any portion thereof to Mission Springs Water District, Mission Springs Water District shall be responsible for the maintenance of such Acquisition Facility or the portion transferred. Notwithstanding the foregoing, the acquisition price of an Acquisition Facility may be paid prior to transfer of property ownership and acceptance of the Acquisition Facility if it is substantially completed at the time of payment. The Acquisition Facility shall be considered “substantially complete” when it has been reasonably determined by Mission Springs Water District

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to be usable, subject to final completion of such items as the final lift or any other items not essential to the primary use or operation of the Acquisition Facility.

For purposes of determining the acquisition price to be paid by the CFD for the acquisition of each Acquisition Facility by Mission Springs Water District, the value of such Acquisition Facility shall include the construction costs specified in Mission Springs Water Districtapproved contracts and Mission Springs Water District-approved change orders conforming to this Section 7, as hereinbefore specified. Mission Springs Water District approval is a condition prior to initiation of contract work. However, if Mission Springs Water District reasonably determines that the additional Actual Costs are excessive and that the value of the Acquisition Facility is less than the total amount of such Actual Costs and such construction costs, the price to be paid for the acquisition of the Acquisition Facility shall be the value thereof as determined by the Mission Springs Water District Engineer Representative, subject, however, to such Developer’s right to appeal to Mission Springs Water District’s Board of Directors.

Upon completion of the construction of an Acquisition Facility, the applicable Developer shall deliver or cause to be delivered to Mission Springs Water District a Payment Request in substantially the form of Exhibit E, attached hereto, copies of the contract(s) with the contractor(s) who have constructed the Acquisition Facility and other relevant documentation with regard to the payments made to such contractor(s) and each of them for the construction of the Acquisition Facility, documentation evidencing payment of prevailing wages, and shall also provide to Mission Springs Water District invoices and purchase orders with respect to all equipment, materials and labor purchased for the construction of the Acquisition Facility. Mission Springs Water District shall require the Mission Springs Water District Engineer Representative to complete its determination of the acquisition price of the Acquisition Facility as promptly as is reasonably possible.

Notwithstanding the preceding provisions of this Section, the source of funds for the acquisition of the Acquisition Facility or any portion thereof shall be funds on deposit in the Other Facilities Account of the Improvement Fund for the Improvement Area of the Developer making the Payment Request. If no such funds are available, Mission Springs Water District shall not be required to acquire the Acquisition Facility from the applicable Developer. In such event, such Developer shall complete the design and construction and offer to Mission Springs Water District property ownership of such portions of the Acquisition Facility as are required to be constructed by such Developer as a condition to recordation of subdivision maps for the Property, but need not construct any portion of the Acquisition Facility which it is not so required to construct. Reimbursement for these facilities would be made pursuant to the “Standard Water and/or Sewer Facilities and Service Agreement(s)” by and between Mission Springs Water District and such Developer. (g) Easements and/or Fee Title Property Ownership Deeds. The applicable Developer shall, at the time Mission Springs Water District acquires the Acquisition Facility as provided in Section 7(f) hereof, grant or cause to be granted to Mission Springs Water District, by appropriate instruments prescribed by Mission Springs Water District, all easements across private property and/or fee title property ownership deeds which may be reasonably necessary for the proper operation and maintenance of such Acquisition Facility, or any part thereof. (h) Permits. The applicable Developer shall be responsible for obtaining all necessary construction permits from the City covering construction and installation of the Acquisition Facility. Mission Springs Water District will request the City to issue an “operate and

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maintain permit” to Mission Springs Water District, which will become effective upon the completion of the Acquisition Facility and acceptance of property ownership therewith by Mission Springs Water District.
(i) Maintenance. Prior to the transfer of property ownership of an Acquisition Facility by the applicable Developer to Mission Springs Water District, as provided in Section 7(f) hereof, such Developer shall be responsible for the maintenance thereof and shall require its contractor(s) to repair all facilities damaged by any party, prior to acceptance by Mission Springs Water District and/or make corrections determined to be necessary by Mission Springs Water District’s inspection personnel.
(j) Inspection of Records. Mission Springs Water District shall have the right to review all books and records of the applicable Developer pertaining to the costs and expenses incurred by such Developer for the design and construction of the Acquisition Facility during normal business hours by making arrangements with such Developer. The applicable Developer shall have the right to review all books and records of Mission Springs Water District pertaining to costs and expenses incurred by Mission Springs Water District for services of the Mission Springs Water District Engineer Representative by making arrangements with Mission Springs Water District. (k) Property Ownership of Improvements. Notwithstanding the fact that some or all of the Acquisition Facility may be constructed in dedicated street rights-of-way or on property which has been or will be dedicated to Mission Springs Water District, each Acquisition Facility shall be and remain the property of the applicable Developer until acquired by Mission Springs Water District as provided in this Agreement.
(l) Materials and Workmanship Warranty. Upon the completion of the acquisition of an Acquisition Facility by Mission Springs Water District, the performance bond related to such individual Acquisition Facility provided by the applicable Developer pursuant to Section 7(c)(v) hereof, shall be reduced by 90%, and the remaining 10% shall serve as a maintenance bond to guarantee that such Acquisition Facility will be free from defects due to faulty workmanship or materials for a period of one year. Release of performance and payment bonds is addressed in the Standard Water and/or Sewer Facilities and Service Agreement, by and between Mission Springs Water District and such Developer.
(m) Independent Contractor. In performing this Agreement with respect to the Acquisition Facilities, the applicable Developer is an independent contractor and not the agent of Mission Springs Water District. Mission Springs Water District shall not have any responsibility for payment to any contractor, subcontractor or supplier of such Developer. It is not intended by the Parties that this Agreement create a partnership or joint venture among them and this Agreement shall not otherwise be construed.
(n) Insurance Requirements. Neither the applicable Developer nor its contractor shall commence work on an Acquisition Facility under this Agreement prior to obtaining all insurance required hereunder with a company or companies acceptable to Mission Springs Water District, nor shall such Developer’s contractor allow any subcontractor to commence work on its subcontract until all insurance required of the subcontractor has been obtained.

The applicable Developer shall, during the life of this Agreement, notify Mission Springs Water District in writing of any incident giving rise to any potential bodily injury or property damage

14 #514844936
claim and any resultant settlements, whether in conjunction with this or any other project which may affect the limits of the required coverage, as soon as is reasonable and practical.

Both the applicable Developer and its contractor shall conform in every respect to the requirements set forth in the Standard Water and/or Sewer Facilities and Service Agreement, by and between Mission Springs Water District and the Developer.

8. Indemnification.
(a) Indemnification by the City. The City shall assume the defense of, indemnify and save harmless, Mission Springs Water District, its officers, employees and agents, and each and every one of them, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or resulting from, any act or omission of the City with respect to this Agreement and the issuance of the Bonds; provided, however, that the City shall not be required to indemnify any person or entity as to damages resulting from negligence or willful misconduct of such person or entity or their officers, agents or employees. (b) Indemnification by Developer. The provisions of this Section 8(b) shall apply separately to each Developer. Under no circumstances shall a Developer’s obligation hereunder be considered joint and several with any other Developer. Under no circumstances shall (i) Lennar be responsible to indemnify any party for the actions or inactions of the Land Bank, Skyborne Ventures, or any other Developer, (ii) Land Bank be responsible to indemnify any party for the actions or inactions of Lennar, Skyborne Ventures, or any other Developer, or (iii) Skyborne Ventures be responsible to indemnify any party for the actions or inactions of Lennar, the Land Bank, or any other Developer. Subject to the foregoing, a Developer shall assume the defense of, indemnify and save harmless, the City, the CFD and Mission Springs Water District, their respective officers, employees and agents, and each and every one of them, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or resulting from, any act or omission of such Developer with respect to this Agreement; provided, however, that such Developer shall not be required to indemnify any person or entity as to damages resulting from negligence or willful misconduct of such person or entity or their officers, agents or employees.
(c) Indemnification by Mission Springs Water District. Mission Springs Water District shall assume the defense of, indemnify and save harmless, the City, the CFD and their respective officers, employees and agents, and each and every one of them, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or resulting from, any act or omission of Mission Springs Water District with respect to this Agreement, and the design, engineering and construction of the Mission Springs Water District Facilities and the Acquisition Facilities constructed by Mission Springs Water District; provided, however, that Mission Springs Water District shall not be required to indemnify any person or entity as to damages resulting from negligence or willful misconduct of such person or entity or their officers, agents or employees.

9. Allocation of Special Taxes. The entire amount of any Special Taxes from an Improvement Area levied by the CFD to repay Bonds of such Improvement Area, or to fund other obligations, shall be allocated to the CFD for the benefit of such Improvement Area.

15 #514844936

10. Amendment and Assignment. This Agreement may be amended at any time but only in writing signed by each Party hereto. This Agreement may be assigned, in whole or in part, by a Developer to the purchaser of any parcel of land within the Property previously owned by such Developer, provided, however, such assignment shall not be effective unless and until Mission Springs Water District and the City have been notified, in writing, of such assignment and the assignment specifies whether such Developer or such assignee is authorized to execute disbursement requests.

11. Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the matters provided for herein and supersedes all prior agreements and negotiations between the Parties with respect to the subject matter of this Agreement.

12. Notices. Any notice, payment or instrument required or permitted by this Agreement to be given or delivered to either Party shall be deemed to have been received when personally delivered or seventy-two hours following deposit of the same in any United States Post Office in California, registered or certified, postage prepaid, addressed as follows:

City: City of Desert Hot Springs
11-999 Palm Drive
Desert Hot Springs, California 92240
Attention: City Manager
Email: _______
Mission Springs
Water District: Mission Springs Water District
Attention: ____________
Email: __________
Lennar: Lennar Homes of California, LLC
4140 Temescal Canyon Road, Ste. 410
Corona, California 92883
Attention: Geoff Smith
Email: [email protected]
If to Land Bank: AG EHC II (LEN) CA 2, L.P.
c/o Essential Housing Asset Management LLC
8585 E. Hartford Drive, Suite 118
Scottsdale, Arizona 85255
Attention: Steven S. Benson
If to Skyborne
Ventures: Skyborne Ventures, LLC
Attention: ____________
Email: ____________

16 #514844936
Each Party may change its address for delivery of notice by delivering written notice of such change of address to the other Parties hereto. Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, whether by telex, telegram or telecopier upon the sender’s receipt of written acknowledgement from the addressee, (c) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any other means, upon delivery at the address specified in this Section.

13. Exhibits. All exhibits attached hereto are incorporated into this Agreement by reference.

14. Attorney’s Fees. In the event of the bringing of any action or suit by any Party against any other Party arising out of this Agreement, the Party in whose favor final judgment shall be entered shall be entitled to recover from the losing Party or Parties all costs and expenses of suit, including reasonable attorney’s fees. The provisions of this Section 14 shall apply separately to each Developer. Under no circumstances shall a Developer’s obligation hereunder be considered joint and several with any other Developer. Under no circumstances shall (i) Lennar be responsible to pay any costs and expenses of suit, including reasonable attorney’s fees, if the Land Bank, Skyborne Ventures, or any other Developer is determined to be the losing party, (ii) Land Bank be responsible to pay any costs and expenses of suit, including reasonable attorney’s fees, if Lennar, Skyborne Ventures, or any other Developer is determined to be the losing party, or (iii) Skyborne Ventures be responsible to pay any costs and expenses of suit, including reasonable attorney’s fees, if the Land Bank, Lennar, or any other Developer is determined to be the losing party.

15. Interpretation in the event of Ambiguities or Disputes. The Parties acknowledge and agree that each has been given the opportunity to review this Agreement with legal counsel independently, and/or has the requisite experience and sophistication to understand, interpret, and agree to the particular language of the provisions hereof. In the event of an ambiguity in or dispute regarding the interpretation of same, the interpretation of this Agreement shall not be resolved by any rule of interpretation providing for interpretation against the Party who causes the uncertainty to exist or against the drafter.

16. Severability. If any part of this Agreement is held to be illegal or unenforceable by court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible.

17. Governing Law. This Agreement and any dispute arising hereunder shall be governed by interpreted in accordance with the laws of the State of California.

18. Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by any other Party hereto, or the failure by a Party to exercise its rights upon the default of any other Party, shall not constitute a waiver of such Party’s right to insist and demand strict compliance by such other Party with the terms of this Agreement thereafter.

19. No Third Party Beneficiaries. No person or entity other than the CFD, when and if formed, shall be deemed to be a third party beneficiary hereof, and nothing in this Agreement (either

17 #514844936
express or implied) is intended to confer upon any person or entity, other than Mission Springs Water District, the City, the CFD and each Developer (and their respective successors and assigns, exclusive of individual homebuyers), any rights, remedies, obligations or liabilities under or by reason of this Agreement.

20. Singular and Plural; Gender. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine.

21. Termination. If the City determines and notifies the other Parties in writing that the CFD has not been formed, any obligation of the Parties, if any, to finance all or any Mission Springs Water District Facilities with Bond Proceeds pursuant to this Agreement shall automatically terminate and be of no further force or effect.

22. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute but one instrument.

S-1
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above.

CITY OF DESERT HOT SPRINGS
Frank Luckino, City Manager
ATTEST:

By:

Jerryl Soriano, City Clerk
[SIGNATURES CONTINUED ON NEXT PAGE.]

S-2

MISSION SPRINGS WATER DISTRICT
By:
_______________
ATTEST:

By:
____________
LENNAR

LENNAR HOMES OF CALIFORNIA, LLC,
a California limited liability company
By: _____________________________________
Name: _____________________________________
Title: ______________________________________
LAND BANK:

AG EHC II (LEN) CA 2, L.P.,
a Delaware limited partnership
By: Essential Housing Asset Management, LLC,
an Arizona limited liability company,
its Authorized Agent
By:

Steven S. Benson, Manager

SKYBORNE VENTURES

SKYBORNE VENTURES, LLC,
a _________ limited liability company
By: _____________________________________
Name: _____________________________________
Title: ______________________________________

A-1

EXHIBIT A
COMMUNITY FACILITIES DISTRICT NO. 2025-1 (SKYBORNE VENTURES)

OF THE CITY OF DESERT HOT SPRINGS

DEPICTION OF PROPERTY

B-1

EXHIBIT B
COMMUNITY FACILITIES DISTRICT NO. 2025-1 (SKYBORNE VENTURES)

OF THE CITY OF DESERT HOT SPRINGS

DESCRIPTION OF PROPERTY

C-1

EXHIBIT C
COMMUNITY FACILITIES DISTRICT NO. 2025-1 (SKYBORNE VENTURES)

OF THE CITY OF DESERT HOT SPRINGS

FACILITIES DESCRIPTION

1. Mission Springs Water District Facilities. The type of Mission Springs Water District Facilities eligible to be financed by the CFD under the Act are as follows:

Those water and sewer facilities included in Mission Springs Water District’s water and sewer capacity and connection fee programs used to finance expansion projects, exclusive of in-tract facilities contributed by the applicable Developer. Mission Springs Water District Facilities include, but are not limited to the following: water and sewer transmission pipelines, sewer treatment plants, disposal ponds, pumping plants, lift stations and water reservoirs, including all costs of site acquisition, planning, design, engineering, legal services, materials testing, coordination, surveying, construction staking, construction, inspection and any and all appurtenant facilities and appurtenant work relating to the foregoing.

2. Acquisition Facilities. The types of Acquisition Facilities eligible to be financed by the CFD under the Act shall consist of sewer and water transmission lines, sewer and water pump stations and water reservoirs, including all costs of site acquisition, planning, design, engineering, legal services, materials testing, coordination, surveying, construction staking, construction inspection and any and all appurtenant facilities to the foregoing required to serve the Property. The facilities listed above are representative of the types of facilities eligible to be financed by the CFD as Acquisition Facilities. Detailed scope and limits of specific projects will be determined by Mission Springs Water District as appropriate, consistent with the standards of the Mission Springs Water District.

All appurtenances and appurtenant work in connection with the foregoing Mission Springs Water District Facilities and Acquisition Facilities (collectively, the “Facilities”), including the cost of engineering, planning, designing, materials testing, coordination, construction staking, construction management and supervision for such Facilities, and to finance the incidental expenses to be incurred, including:
a. The cost of engineering, planning and designing the Facilities; b. All costs, including costs of the property owner petitioning to form the District, associated with the creation of the District, the issuance of the bonds, the determination of the amount of special taxes to be levied and costs otherwise incurred in order to carry out the authorized purposes of the District; and
c. Any other expenses incidental to the construction, acquisition, modification, rehabilitation, completion and inspection of the Facilities.

D-1

EXHIBIT D
COMMUNITY FACILITIES DISTRICT NO. 2025-1 (SKYBORNE VENTURES)

OF THE CITY OF DESERT HOT SPRINGS

DISBURSEMENT REQUEST FORM
(Mission Springs Water District Facilities)

1. Community Facilities District No. 2025-1 (Skyborne Village) of the City of Desert Hot Springs (“CFD”) is hereby requested to pay from the CFD bond proceeds (“Bond Proceeds”) to Eastern Municipal Water District (“Mission Springs Water District”), as Payee, or to Mission Springs Water District’s designee, the sum set forth in 3 below.

2. The undersigned certifies that the amount requested for Mission Springs Water District Facilities is due and payable, has not formed the basis of prior request or payment, and is being made with respect to the connection of the property described below to the Mission Springs Water District system.

3. Amount requested: $________________
For Tract/Lot Nos: _________________

4. The amount set forth in 3 above is authorized and payable pursuant to the terms of the Joint Community Facilities Agreement, by and among the City of Desert Hot Springs, Mission Springs Water District, AG EHC II (LEN) CA 2, L.P., Lennar Homes of California, LLC, and Skyborne Ventures, LLC, dated _____, 202__ (the “Agreement”). Capitalized terms not defined herein shall have the meaning set forth in the Agreement. Mission Springs Water District shall spend the Bond Proceeds allocated hereby in accordance with the requirements set forth in Section 5 of the Agreement.

5. By entering into the Agreement and requisitioning Bond Proceeds as described herein, Mission Springs Water District is not passing upon, determining or assuming the tax-exempt status of the Bonds for federal or California state income tax purposes.

DEVELOPER
[INSERT APPLICABLE DEVELOPER
SIGNATURE BLOCK]

MISSION SPRINGS WATER DISTRICT
By:
cc: Mission Springs Water District Special Funding District

E-1

EXHIBIT E
COMMUNITY FACILITIES DISTRICT NO. 2025-1 (SKYBORNE VENTURES)

OF THE CITY OF DESERT HOT SPRINGS

PAYMENT REQUEST FORM
CFD NO. 2025-1 (SKYBORNE VILLAGE) OF THE CITY OF DESERT HOT SPRINGS– OTHER

FACILITIES ACCOUNT

OF THE IMPROVEMENT FUND
The City of Desert Hot Springs (“City”), Mission Springs Water District (“Mission Springs Water District”), AG EHC II (LEN) CA 2, L.P., Lennar Homes of California, LLC, and Skyborne Ventures, LLC are parties to the Joint Community Facilities Agreement, dated as of __________ (the “Mission Springs Water District JCFA”). Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Mission Springs Water District JCFA. Pursuant to the Mission Springs Water District JCFA, the applicable Developer hereby requests approval of the acquisition price of the Acquisition Facility(ies) described in Attachment A attached hereto. In connection with this Payment Request, such Developer hereby represents and warrants to the Mission Springs Water District as follows:
(a) The person executing this Payment Request is qualified to execute this Payment Request on behalf of such Developer and knowledgeable as to the matters set forth herein. This Payment Request is for proceeds of Bonds and/or special taxes of the Improvement Area applicable to the property developed by the person executing this Payment Request. (b) The Acquisition Facility(ies) have been constructed in accordance with the Plans therefor, and in accordance with all applicable Mission Springs Water District standards and the requirements of the Mission Springs Water District JCFA. (c) The true and correct Actual Cost of the Acquisition Facility(ies) is set forth in Attachment A.
(d) Such Developer has submitted or submits herewith to Mission Springs Water District the contracts, invoices, receipts, worksheets and other evidence of Actual Costs which are in sufficient detail to allow the Mission Springs Water District Representative to verify the Actual Cost of the Acquisition Facility(ies) for which payment is requested. (e) There are no liens, rights to lien or attachment upon, or claims affecting the right to receive the payment requested herein which has not been released or will not be released simultaneously with the payment of such obligation, other than materialmen’s or mechanics’ liens accruing by operation of law. Copies of lien releases for all work for which payment is requested hereunder are attached hereto.

Such Developer hereby declares under penalty of perjury that the above representations and warranties are true and correct.

Such Developer hereby requests that the acquisition price be paid to the person or persons, in the amount set forth in Attachment B hereto.

E-2

DEVELOPER
[INSERT DEVELOPER SIGNATURE BLOCK]

E-3

CONFIRMATION AND APPROVAL BY MISSION SPRINGS WATER DISTRICT Mission Springs Water District has (a) confirmed that the Acquisition Facility(ies) described in Attachment A is complete and was constructed in accordance with the Plans therefor, and (b) reviewed, verified and approved the acquisition price of such Acquisition Facility(ies). Such Acquisition Facility(ies) is/are complete and the acquisition price therefor eligible for payment is $________. The amount to be paid and the payee(s) are described in Attachment B.

Date: __________ AUTHORIZED REPRESENTATIVE OF

MISSION SPRINGS WATER DISTRICT
By:

E-4

ATTACHMENT A
IMPROVEMENT AREA ___
Acquisition Facility Actual Cost Acquisition Price*
Total Acquisition Price to be Paid:

E-5

ATTACHMENT B

ACQUISITION PRICE PAYMENT INSTRUCTIONS
[Include name and address of payee and wire transfer instructions]

SR-25-010
City of Desert Hot Springs
City Council

AGENDA ITEM REPORT
To: City Council
Date: January 21, 2025
Department: City Clerk
Prepared by: Jerryl Soriano, City Clerk
Subject: City Council Appointments to City Commissions
RECOMMENDATION:

Appoint five (5) members to each of the following Commissions for a two-year term expiring in January 2027.

A) Planning Commission:
1) Ratify Mayor Matas' appointment of James Nindel;
2) Ratify Mayor Pro Tem Gardner's appointment of Chris Wagstaff; 3) Ratify Councilmember Pitts' appointment of Theodore Parker; 4) Ratify Councilmember Pye's appointment of Robert Rowe; and 5) Ratify Councilmember Voss' appointment of Joseph Lombardo.

B) Public Safety Commission:
1) Ratify Mayor Matas' appointment of Donna Lozano;
2) Ratify Mayor Pro Tem Gardner's appointment of Mirna Flores; 3) Ratify Councilmember Pitts' appointment of Micheline Anderson; 4) Ratify Councilmember Pye's appointment of Michael Rizzio; and 5) Ratify Councilmember Voss' appointment of Reynaldo Sanchez.

DISCUSSION:

Appointment Process
Pursuant to Desert Hot Springs Municipal Code (DHSMC) § 2.24.020:
 One (1) member of each Commission shall be appointed by one (1) member of the City Council, and ratified by a majority of the City Council;  Members of any commission shall be appointed for two-year terms commencing at the February meeting of the year of appointment;
 At the completion of any term, a commission member may be reappointed pursuant to the procedures set forth in this section;

SR-25-010
 Vacancies that occur shall be filled by appointment for the unexpired term of the member replaced.

In furtherance of DHSMC Sections 2.24.020(a) dealing with Commission appointments, and

2.24.030(a) dealing with Commission vacancies, all members of the City Council shall have an opportunity to review the applications of the Commission applicant(s) as follows:
 The Councilmember who is responsible for the appointment of a Commissioner shall notify the City Clerk prior to time the agenda is posted for the meeting at which the proposed Commissioner appointment is to be made of the name of the proposed Commissioner. The City Clerk shall include the names and applications of all persons who submitted an application for the Commission in the agenda packet, including that of the proposed Commissioner.  The proposed Commissioner, but not all applicants, shall appear at the council meeting when the appointment is being made and shall be available to answer questions from the councilmembers.
 If an appointment to any Commission is not made within 60 days of vacancy, the Mayor, or Mayor Pro Tem in the Mayor’s absence, shall make the appointment, subject to ratification by a majority of the City Council present at the meeting.

On December 18, 2024, the City Clerk issued a Notice announcing the vacancies and opening the application period through January 13, 2025. Applicants and re-appointment requests from incumbents are listed below:

SR-25-010
FISCAL IMPACT:

Pursuant to DHSMC Sections 2.32.050, 2.44.060, and 2.40.050, members of each Commission receive a salary in the amount of $100.00 per any officially convened Commission meeting that they attend.

ATTACHMENTS:
1) 2025 Notice of Commission Vacancies
2) Commission Application - Charles Lantz
3) Commission Application - Gary Carroll
4) Commission Application - Joseph Lombardo
5) Commission Application - Micheline Anderson
6) Commission Application - Mirna Flores
7) Commission Application - Parker Theodore
8) Commission Application - Reynaldo Sanchez
9) Commission Application - Richard Duffle
10) Commission Application - Robert Rowe
11) Commission Application - Walt Meyer

NOTICE OF COMMISSION VACANCIES
The City of Desert Hot Springs is seeking interested candidates to apply for positions on City Commissions for the 2025-2027 term commencing in February 2025. Following is a complete list of Commissions and vacancies.

Commission Vacancies
Planning Commission
Meets on the 2nd Tuesday of each month at 6:00 P.M.

PURPOSE: The City's success is linked to its ability to plan for the future. As such, the Planning Commission plays a vital role. The Commission's responsibilities include:
• Ongoing evaluation of the City's building codes and ordinances; • Continual update of the City's General Plan;
• General oversight of zoning review and variances.
5 Public Safety Commission
Meets on the 2nd Thursday of each month at 6:00 P.M.

PURPOSE: Providing citizens with public safety is one of the most important services a city can offer. The Desert Hot Springs Police Department is charged with ensuring the city is safe, drug free, crime free and gang free. The Public Safety Commission is an ongoing public forum that ensures the public is involved in the process. Commission members serve as liaison between the community leaders, citizens and the Desert Hot Springs Police Department; and review budgets and proposal for greater efficiency and effectiveness in the area of public safety.
5 Requirements:

You must be a resident and registered voter of the City of Desert Hot Springs to serve on a Commission (DHSMC 2.24.040).

Compensation:

Each member of a City Commission shall receive compensation in the amount of $100.00 per meeting attended (DHSMC 2.40).

Appointments – Terms:

The Mayor and each City Councilmember shall appoint one member to each Commission, subject to ratification by a majority of the City Council.

Each member of a City Commission is appointed for a two-year term commencing at the February meeting of the year of appointment.

APPLICATION PROCESS
CLICK HERE to Apply
Applications are also available at City Hall. Completed applications may also be submitted to the Office of the City Clerk at 11-999 Palm Drive, Desert Hot Springs, CA 92240 or via email to [email protected].
11999 PALM DRIVE • DESERT HOT SPRINGS • CA • 92240
(760) 329-6411• www.cityofdhs.org

CITY OF DESERT HOT SPRINGS

OFFICE OF THE CITY CLERK

Application Deadline:

The deadline to submit a completed application is January 13, 2025. The City Council is scheduled to consider the appointments at the January 21, 2025 City Council Meeting. /s/ Jerryl Soriano, CMC
City Clerk Posted: December 18, 2024
This notice was duly posted as required by law. Final appointment will not be made by the City Council for at least ten working days after the posting of this notice at the City Hall Public Notices Board, the City Clerk’s Office, and the City’s Website.

SR-24-218
City of Desert Hot Springs
City Council

AGENDA ITEM REPORT
To: City Council
Date: January 21, 2025
Department: Code & Cannabis Compliance
Prepared by: Christina Newsom, Compliance Director
Subject: Municipal Identification Card Ordinance
RECOMMENDATION:

Introduce for first reading and read by title only: "An Ordinance of the City Council of the City of Desert Hot Springs, California, adding chapter 2.70, “Municipal Identification Cards” and Adding Various Subsections of the Desert Hot Springs Municipal Code." BACKGROUND:

A diverse range of individuals, including immigrants, students, the homeless, transgender individuals, the impoverished, the elderly and disabled, runaway youth, adult victims of domestic abuse, and others, are currently facing the challenge of lacking official identification.

This lack of identification severely hampers their daily lives, restricting their access to banking institutions, law enforcement, employment opportunities, housing, and protections at home and work.

Numerous marginalized communities are apprehensive about reporting offenses to the police due to the absence of a valid form of identification.

Individuals without valid identification often hesitate to report housing and labor issues to the appropriate authorities, such as abandoned buildings, slum landlords, and workplace health, safety, and wage violations.

Immigrants who possess substantial amounts of currency are at a higher risk of being the victims of violent crimes, such as robberies, due to the difficulty of opening bank accounts without the requisite documentation.

The absence of a legitimate form of identification can result in restricted access to banking establishments and anxiety toward law enforcement and other local authorities. This decreases participation in the official municipal economy and other community affairs.

As such, many cities nationwide have established Municipal Identification Card programs. Municipal ID cards can serve as an official form of identification, verify residency, and facilitate access to services for residents. Additionally, they can assist in establishing connections between residents, city programs, and local businesses.

SR-24-218
DISCUSSION:

City Staff is proposing to add Chapter 2.70, "Municipal Identification Cards," to Title Two, "Administration and Personnel," of the Desert Hot Springs Municipal Code("DHSMC").

The proposed ordinance will outline the process to apply for and be issued a City of Desert Hot Springs Municipal Identification Card as follows:
 Purpose
Upon request, the City shall issue a Municipal Identification Card to any resident who meets the application requirements and pays the applicable fee. Cards shall be valid for a maximum of two years from the date of issuance as long as residence in the City is maintained during that time.  Applications
To obtain a Municipal Identification Card, a Resident shall complete an application, under penalty of perjury, requiring proof of identity and proof of residence within the City.  Card Term and Renewal
A municipal identification card is valid for twenty-four months from the card is issuance date. To renew a municipal identification card, a completed municipal identification card renewal application and renewal fee must be submitted by the applicant no earlier than 60 calendar days but no later than 30 days before the expiration of the municipal identification card.  Card Holders Responsibilities
Desert Hot Springs cardholders must notify the City Clerk of address changes within 14 days.

Upon notification, the City Manager or designee will provide the cardholder with a new municipal identity card if the resident produces proof of residency. If a cardholder no longer intends to live in Desert Hot Springs or expects to live outside the city for more than 90 days, they must return their card to the City Hall with an acknowledgment of intent to live elsewhere.  Fees
o An application fee of $15.00 per Card for adults and $5.00 for seniors who present proof of age. Such fees shall not exceed the administrative costs reasonably associated with the production of the Cards.
o Provide for reduced application fees, including a complete fee waiver, for low-income applicants who present proof of income status. Beginning with fiscal year 2024-2025, the fees set in this section shall be adjusted each year, without further action by the City Council, to reflect changes in the relevant Consumer Price Index, as determined by the Administrative Services Director.
 Acceptance by City Department
o City departments shall accept a Municipal Identification Card as a valid identification and as valid proof of residency in the City, unless such City department has reasonable grounds for determining that the card is counterfeit, altered, or improperly issued to the cardholder, or that the individual presenting the card is not the individual to whom it was issued.

SR-24-218
o Other than requiring the City to accept the Card as proof of identification and City residency, this Section is not intended to replace any other existing requirements for issuance of other forms of identification in connection with the administration of City benefits and services. The requirements of this Chapter do not apply under circumstances where (1) a Federal or State statute or administration regulation or directive, or court decision requires the City to obtain different identification or proof of residence, (2) a Federal or State statute or administrative regulation or directive preempts local regulation of identification or residency requirements, or (3) the City would be unable to comply with a condition imposed by a funding source, which would cause the City to lose funds from that source.
o A Municipal Identification Card may not be used in place of the identification required by Desert Hot Springs Municipal Code Sections 5.50.050, 5.50.200, 5.24.070, and

5.56.080 or other sections as determined by the City Manager or designee.  Counterfeit and Fraudulent Cards
o It is a public nuisance and a misdemeanor violation of the DHSMC for any person or entity to do any of the following acts:
 To knowingly present false information to the City in the course of applying for or renewing a Municipal Identification Card;
 To alter, copy, or replicate a Municipal Identification Card without the authority of the City; or
 To use the Municipal Identification Card issued to another person, with the intent to cause a third person or entity to believe the holder of the card is the person to whom the card was issued.

FISCAL IMPACT:

This service will provide a small increase in user fee revenue to the City depending on the number of applications and renewals that do not qualify for the low-income waiver.

ENVIRONMENTAL ANALYSIS:

Categorically exempt from environmental review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines section 15061(b)(3) because it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.

ATTACHMENTS:
1) Proposed Municipal Identification Ordinance
2) Municipal ID Card Draft

ORDINANCE NO. ___

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF

DESERT HOT SPRINGS, CALIFORNIA, ADDING CHAPTER

2.70, “MUNICIPAL IDENTIFICATION CARDS” AND ADDING

VARIOUS SUBSECTIONS OF THE DESERT HOT SPRINGS
MUNICIPAL CODE (“DHSMC”)
WHEREAS, the City of Desert Hot Springs (“City”) is a municipal corporation and a charter city; and
WHEREAS, many people who reside in the City, including but not limited to immigrants, students, the homeless, transgender people, the impoverished, the elderly and disabled, runaway youth and adult victims of domestic abuse, and others, are currently suffering from a lack of official identification, which limits their access to banking institutions, law enforcement, employment opportunities, housing, and protections at home and work; and WHEREAS, many marginalized communities fear reporting crimes to the police because they do not have a legitimate form of identification; and WHEREAS, those without a legitimate form of identification frequently hesitate to report housing and labor problems to the right authorities, including abandoned buildings, slum landlords, and workplace health, safety, and wage violations; and WHEREAS, because it is challenging to create bank accounts without the proper documentation, immigrants holding substantial sums of cash are more likely to be the victims of violent crimes such as robberies; and
WHEREAS, the absence of a legitimate means of identification can lead to restricted entry into banking establishments and anxiety towards law enforcement and other local authorities, ultimately causing a decline in involvement in the official municipal economy and other community affairs; and
WHEREAS, all citizens will find it simpler to engage in local and regional business with a Desert Hot Springs Municipal Identification Card, as it will facilitate bank account opening, credit building, loan availability, and housing market access; and WHEREAS, for the numerous City residents who do not currently have an official form of personal identity, the Desert Hot Springs Municipal Identification Card will fill a need; and

WHEREAS, the Desert Hot Springs community will be more cohesive, safer, and secure and benefit economically from the Municipal Identification Card. It will also make it easier for residents to participate in both public and private city activities; and WHEREAS, after implementing similar municipal identification programs, the cities of New Haven, Connecticut, and San Francisco, reported an increase in reported crime; and WHEREAS, in order to ensure public safety and prevent counterfeiting, the Desert Hot Springs Identification Card will be manufactured with the strictest privacy and security protocols, making it exclusive to the City of Desert Hot Springs.

WHEREAS, the City wishes to provide each and every one of its citizens with a trustworthy form of identity; and
WHEREAS, the City Council finds that the adoption of this ordinance is categorically exempt from environmental review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines section 15061(b)(3) because it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment; and
WHEREAS, the City Council finds that this ordinance is good for the public health, safety and welfare.

NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Desert Hot Springs as follows:

Section 1. RECITALS
That the foregoing recitals are true and correct and are herein adopted by this reference.

Section 2. ADDITION OF CHAPTER 2.70 “MUNICIPAL IDENTIFICATION CARDS” TO TITLE 2 “ADMINISTRATION AND PERSONNEL”

OF THE DESERT HOT SPRINGS MUNICIPAL CODE
Chapter 2.70 Municipal Identification Cards

2.70.010 Definitions
"Municipal Identification Card" or “Card” shall mean an identification card issued by the City of Desert Hot Springs that shall display, including but not limited to, the cardholder's name, photograph, date of birth, and an expiration date. The card shall not identify the cardholder's gender.

"Resident" shall mean a person who can demonstrate that he or she has been present in the City for at least fifteen continuous days and who presents "proof of residency" as specified in Subsection 2.70.030.A.2.

2.70.020 Issuance and Purpose
A. Upon request, the City Manager or designee shall issue a Municipal Identification Card to any Resident who meets the application requirements set forth below in Section

2.70.030 and pays the applicable fee. The Card shall bear the seal of the City, and the City Manager or designee cause the Card to be produced in a form intended to thwart replication or counterfeiting. Cards shall be valid for a maximum of two years from the date of issuance as long as residence in the City is maintained during that time.

Cardholders shall surrender their Municipal Identification Card upon moving residence out of the City of Desert Hot Springs.

B. It is the City’s intent that Municipal Identification Cards provide residents with a means of proving their residency in the City of Desert Hot Springs for the purpose of accessing City programs, services and activities, as well as helping to substantiate their identity to law enforcement personnel.

2.70.030 Applications
A. To obtain a Municipal Identification Card, a Resident shall complete an application, under penalty of perjury, requiring proof of identity and proof of residence within the City. Upon receipt of both the proof of identity and residency that this Section specifies, and of the applicable fee, the City Manager or designee shall issue a Card to the applicant.

1. Proof of Identity. To establish identity each applicant must present either:
a. One of the following documents containing both the applicant's photograph and date of birth; a U.S. or foreign passport; a U.S. driver's license; a U.S. state identification card; a U.S. Permanent Resident Card (commonly known as a "Green Card"); a consular identification ("CID") card; or a photo identification card issued by another country to its citizens or nationals.
b. Two of the following documents, provided that at least one form of identification shall display the applicant's photograph and date of birth: a national identification card with photo, name, address, date of birth, and expiration date; a foreign driver's license; a U.S. or foreign military identification card; a current visa issued by a government agency; a U.S.

Individual Taxpayer Identification Number (ITIN) authorization letter, an

identification card issued by a California educational institution, including elementary, middle, secondary, and post-secondary schools; a certified copy of a U.S. or foreign birth certificate; a Social Security card.

2. Proof of Residence
a. To establish residency, each applicant must present one of the following items, provided that the item includes both the applicant’s name and a residential address located within the City; a utility bill dated within the last thirty days; a written verification confirming at least fifteen days residency within the last thirty days issued by a homeless shelter that: (a) is operated by the State, County, or City, (b) holds a business license with the City of Desert Hot Springs, or (c) meets criteria established by the City Manager by regulation; written verification issued by a hospital health clinic, or social services agency that: (a) is operated by the State or County, or (b) meets criteria established by the City Manager by regulation; a local property tax statement or mortgage payment receipt dated within the last thirty days; proof of a minor currently enrolled in a school in the City of Desert Hot Springs; an employment pay stub dated within the last thirty days; a jury summons or court order issued by a state or federal court dated within the last thirty days; a federal or state income tax or refund statement dated within the last thirty days; or an insurance bill (homeowner’s, renter’s, health, life or automobile insurance) dated within the last thirty days. If a certified copy of a marriage certificate is presented at the time of application, an applicant may prove residency using documents bearing the name of his or her spouse.

3. The City Manager or designee may by regulation provide for acceptance of additional forms of proof of identity and/or proof of residency, provided that the City Manager or designee determines that such forms of proof are:
a. issued by a government entity, or
b. issued by an entity that takes reasonable steps to verify the identity and/or residency of the individual to whom the item is issued; or c. of a type that is normally accepted as proof of identity and/or proof of residency in the ordinary course of business.

B. The City shall keep confidential to the maximum extent permitted by applicable laws, the name and other identifying information of persons applying for and receiving Municipal Identification Cards. The City shall cause the applications to be produced

in a form that allows applicants to state their privacy preferences. The City shall not retain records of applicants’ residential addresses.

2.70.040 Municipal Identification Card Term and Renewal A. A municipal identification card is valid for twenty-four months from the date that the card is issued.

B. To renew a municipal identification card, a completed municipal identification card renewal application and renewal fee must be submitted by the applicant no earlier than 60 calendar days but no later than 30 days before the expiration of the municipal identification card. The renewal application shall not be approved without updated proof of identity and residence as specified in Section 2.70.030 of this Code.

2.70.050 Implementation
The City Manager or designee is authorized to adopt rules and regulations not inconsistent with this Chapter in order to implement and administer the issuance of Municipal Identification Cards.

2.70.060 Fees
A. The City Manager shall charge an application fee of $15.00 per Card for adults and $5.00 for seniors who present proof of age in a form to be determined by the City Manager or designee. Such fees shall not exceed the administrative costs reasonably associated with the production of the Cards.

B. The City Manager or designee shall, by regulation, provide for reduced application fees, up to and including complete waiver of the fee, for low-income applicants who present proof of income status in a form to be determined by the City Manager or designee. Beginning with fiscal year 2024-2025, the fees set in this section shall be adjusted each year, without further action by the City Council, to reflect changes in the relevant Consumer Price Index, as determined by the Administrative Services Director.

2.70.070 Acceptance by City Departments
A. When requiring members of the public to provide identification or proof of residency in the City, each City department shall accept a Municipal Identification Card as a valid identification and as valid proof of residency in the City, unless such City department has reasonable grounds for determining that the card is counterfeit, altered, or improperly issued to the cardholder, or that the individual presenting the

card is not the individual to whom it was issued. In addition to the Municipal Identification Card, the City of Desert Hot Springs Police Department may use other forms of identification and processes as necessary to substantiate the identification of a person.

B. Other than requiring the City to accept the Card as proof of identification and City residency, this Section is not intended to replace any other existing requirements for issuance of other forms of identification in connection with the administration of City benefits and services. The requirements of this Chapter do not apply under circumstances where (1) a Federal or State statute or administration regulation or directive, or court decision requires the City to obtain different identification or proof of residence, (2) a Federal or State statute or administrative regulation or directive preempts local regulation of identification or residency requirements, or (3) the City would be unable to comply with a condition imposed by a funding source, which would cause the City to lose funds from that source. A Municipal Identification Card may not be used in place of the identification required by Desert Hot Springs Municipal Code Sections 5.50.050, 5.50.200, 5.24.070, and 5.56.080 or other sections as determined by the City Manager or designee.

2.70.080 Card Holder Responsibilities
A cardholder must notify the City Clerk within 14 calendar days of any change in address within the City of Desert Hot Springs. Upon receipt of notification, the City Manager or designee shall issue the cardholder a new municipal identification card, provided the cardholder provides proof of residency pursuant to Section 2.70.030. If a cardholder no longer intends to reside within the City of Desert Hot Springs or expects to reside outside the City for a period of more than 90 consecutive days, the cardholder must relinquish the identification card by mailing the card to the City Manager or designee, or depositing their card at City Hall, with an acknowledgment of intent to reside elsewhere.

2.70.090 City Undertaking Limited to Promotion of General Welfare In undertaking the enforcement of this ordinance, the City is assuming an undertaking only to promote the general welfare. It is not assuming, nor is it imposing on its officers and employees, an obligation for breach of which it is liable in money damages to any person who claims that such breach proximately caused injury.

2.70.100 Counterfeit and Fraudulent Cards

It is a public nuisance and a misdemeanor violation of this Code for any person or entity to do any of the following acts:

A. To knowingly present false information to the City in the course of applying for or renewing a Municipal Identification Card;
B. To alter, copy, or replicate a Municipal Identification Card without the authority of the City; or C. To use the Municipal Identification Card issued to another person, with the intent to cause a third person or entity to believe the holder of the card is the person to whom the card was issued.

Section 5. SEVERABILITY
That should any provision, section, paragraph, sentence or word of this ordinance be rendered or declared invalid by any final court action in a court of competent jurisdiction or by reason of any preemptive legislation, the remaining provisions, sections, paragraphs, sentences or words of this ordinance as hereby adopted shall remain in full force and effect.

Section 6. REPEAL OF CONFLICTING PROVISIONS
That all the provisions of the Municipal Code as heretofore adopted by the City of Desert Hot Springs that are in conflict with the provisions of this ordinance are hereby repealed.

Section 7. AMENDING OF BAIL SCHEDULE

That the City Attorney’s Office is hereby directed to determine whether this ordinance necessitates amendment of the City’s Bail Schedule and to cause such necessary amendments to be made and filed with the local branches of the Superior Court of the County of Riverside.

Section 8. EFFECTIVE DATE
That this ordinance shall take effect pursuant to law.

Section 9. CERTIFICATION
The City Clerk shall certify to the passage of this ordinance and shall cause the same to be published according to law.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

PASSED AND ADOPTED by the City Council of the City of Desert Hot Springs at a regular meeting held on the ___ day of ______, 2024 by the following vote:

Ayes:

Noes:

Abstain:

Absent:
_______________________________
Scott Matas, Mayor
ATTEST:
____________________________________
Jerryl Soriano, City Clerk
APPROVED AS TO FORM:
____________________________________
Tuan-Anh Vu, City Attorney

FRONT
BACK

SR-25-011
City of Desert Hot Springs
City Council

AGENDA ITEM REPORT
To: City Council
Date: January 21, 2025
Department: City Council
Prepared by: Mayor Pro Tem, Gary Gardner; and Councilmember, Jan Pye Subject: Corporate Yard Park Naming Contest
RECOMMENDATION:

Concur in recommendation of the subcommittee (Mayor Pro Tem Gardner and Councilmember Pye) to name the park "Golden Eagle Sports Park."
DISCUSSION:

On October 15, 2024 the Mayor announced the contest to choose a name for the city’s new park to be built later this year on the corporate yard lot, and he invited residents to submit names. The mayor named Mayor Pro Tem Gardner, and Council Member Pye to a sub-committee to review the entries and make a recommendation to the council for a permanent name for the park.

The city solicited entries from residents via social media and received 174 entries. After reviewing the entries and discussing them, the sub-committee recommends that the park be named “Golden Eagle Sports Park.” The sub-committee felt this name would best reflect the community since the Golden Eagle is the mascot for Desert Hot Springs High School, as well as the name of the Junior Football League that will be a prime user of the park, and the park’s primary function will be sporting events with its baseball diamond and football field.

Achievers Adventure Park
Agave Park
Agua Caliente Park
All of Us
All-Star Park
Amigos Parque
Athletic Park
Atticus
Atticus
Aventura Park
Aya Kaich Park
Cabot Yerxa Memorial Park
Cabot Yerxa Park
Cahuilla Palm Canyon
Cahuilla Park
Cahuilla Park
Champion Field
Champions Center Circle
Champions Center Park
Champions-in-Action Park
Cholla Champions Park
Cholla Park
Cholla Springs
Cholla-Play Garden Park
Cholla-Sports Garden Park
City Athletic Park
Civic Park
Community Sport Connection Field
Community Sports Field
Creosote Park
Desert Aire
Desert Champions Park
Desert Dream Field Park
Desert Flower City Park
Desert Glow Park
Desert Haven Park
Desert Hills Park
Desert Hope Springs Community Park
Desert Horizon Sports Field
Desert Hot Springs City Park
Desert Hot Springs Park
Desert Hot Springs Sports Complex
Desert Sport Springs Park
Desert Sports Complex
Desert Sports Field Park
Desert Springs
Desert Springs Pavilion

Desert View Park
Desert View Sports Park
Desert Willow Park
Devil's Hiding Spot
DHS Community Center
DHS Community Park
DHS Sports Park
DHS Youth Sport Complex & Fields
DHS-Spark
Dr. Brian McDaniel Park
D-Town Ball Park
Eagle Park
Eagle Park
Eagles Field
Eagles Landing Park
Eagles Name
Eagles Nest Neighborhood Park
Eagles Parkway
Eagle's Rise Sports Park
Eagles Sports Park
Emerald Fields
Founders Park
Fun and Fit Field
Funzone Park
Gems Park
Glory Park
Golden Arroyo Park
Golden Eagle Park
Golden Eagle Park
Golden Eagle Sports Park
Golden Sports Park
Golden Sports Park
Golden Youth Park
Hacholla Park
Hacienda Acres Park
Hacienda Athletic Complex
Hacienda Athletic Complex
Hacienda Freedom Park
Hacienda Haven
Hacienda Heights
Hacienda Heights Park
Hacienda Park
Hacienda Park
Hacienda Park
Hacienda Sports Field and Park
Hacienda Sports Field and Park
Hacienda Sports Field and Park

Hacienda Sports Park
Hero's Peak Park
Hilda Gray Pioneer Park & Sports Complex
Hilda Grey Park
Hilda M. Gray Park
Hilda M. Gray Park
Hilda Maude Gray Memorial Park
Homestead Park
Hot Springs Oasis
Hot Springs Park
Hunter Lopez
Inspire Sports Park
Jack W. Morey Memorial Park
Joseph L. Stone Memorial Park
La Cholla Park
Mahalo
Memorial Park
Mia Simone
Miller Park
Miracle Hill Park
Mountain View Sports Complex
Oasis View Park
Oasis Vista Park
Omar Tinoco Sports Complex
Palms and Peaks Park
Paradise Park
Paradise Play Park
Parks of Dreams
Parque de Amigos DHS
Parque de Unidad
Peace Park
Peace Park of DHS
Peak Performance Park
Perdock Field
Play Paradise Park
Plaza Hacienda
Practice and Perform Park
Roadrunner Sports Park
Roadrunners Ball Park
Ryan Maggard Park
Sacred Oasis Park
Safe Haven Park
Scott Matas Sports Field
Serenity Park
Skyzone Park
Spa City Spirit Sport Park
Spa City Sport Spirit Park

Spa City Sports Center Park
Spa City Sports Complex
Spa City Sports Park
Spa Park
Spiky Cactus Park
Sport Cove Park
Sport Oasis Park
Sportland Avenue Park
Sports Combo Park
Sports Trailblazers Field Park
Sunrise Springs Park
Sunset Dunes Park
Sunshine Park
Sweetwater
The Children's Park
The Family Park
The Next Generation Park
The People's Park
The Spa City Park
The Sunrise Park
Tinoco Park
Tinoco Sports Park
Togetherness Park
Tri Palm Sports Park
Unity Park
Valley Sports Field Park
Victors and Visionaries Park
Virtue Park
Vista Montana Park
Winner's Circle Park
Youth Eagle Stadium
Youth Park
Youth Park

SR-25-009
City of Desert Hot Springs
City Council

AGENDA ITEM REPORT
To: City Council
Date: January 21, 2025
Department: City Clerk
Prepared by: Jerryl Soriano, City Clerk
Subject: Mayor's Appointments to Various Intergovernmental and Regional Boards and Committees
RECOMMENDATION:

Ratify Mayor Matas' appointments to the various intergovernmental and regional boards and committees.

BACKGROUND:

Pursuant to Section 6.2 of the City Council's "Meeting Guidelines and Procedures,"

6.2 Council Member Appointments to Boards, Committees, and Commissions The appointments shall be made pursuant to Chapter 2.24 “Departments, Boards, and Commissions” of the DHSMC, as amended. Mayor shall appoint Council members to all City and intergovernmental Boards and Committees.

DISCUSSION:

Mayor Matas' proposed appointments are attached hereto and reflected in Exhibit 1.

FISCAL IMPACT:

There is no fiscal impact as a result of this action.

ATTACHMENTS:
1) City Council Appointments 2025-2026

2025-2026 CITY COUNCIL APPOINTMENTS
City of Desert Hot Springs

OFFICE OF THE CITY CLERK
COACHELLA VALLEY ASSOCIATION OF GOVERNMENTS (CVAG) Member Alternate Executive Committee Matas Gardner
Energy and Environmental Resources Committee Voss Gardner Homelessness Committee Pye Pitts
Public Safety Committee Pitts Pye
Transportation Committee Matas Voss
Coachella Valley Conservation Commission Gardner Voss
REGIONAL BOARDS AND COMMITTEES Member Alternate
Coachella Valley Mountains Conservancy (State Agency) Gardner Voss Visit Greater Palm Springs Gardner Pitts
Palm Springs Airport Commission
(Position is “nominated” by the Desert Hot Springs City Council; and “appointed” by the Palm Springs City Council) Voss Riverside County Transportation Commission (RCTC) Matas Voss SunLine Transit Pitts Pye
Coachella Valley Animal Campus Commission Pitts Voss
CV Mosquito & Vector Control Board Gardner
LIAISON POSITIONS Liaisons
Mission Springs Water District Pye Voss
Hoteliers Association Gardner Matas
Chamber of Commerce Voss Pitts
Palm Springs Unified School District Matas Pitts
Desert Health Care District Pitts Pye
Cabot’s Museum Foundation Matas Gardner
Historical Society Gardner Pye
League of California Cities Gardner Voss

CITY COUNCIL SUB-COMMITTEES
Policy Rules and Regulations Gardner Pye
Donations & Sponsorships Pye Matas
Housing (STVRs) Gardner Pitts

Newly Proposed Committees
(These committees will be discussed at the January 21, 2025, Council Meeting for formation and to appoint liaison(s)) • Clean Up/ City Beatification Committee – Matas/ Pitts Purpose: Educate, identify and plan cleanup and neighborhood beautification • Downtown Planning Committee – Matas/ Gardner
Purpose: Plan, design and assist small business
• SPA Tour Committee – Matas/ Gardner
Purpose: Plan and implement the re-creation of the SPA Tour. • The 1st Annual SPA City Triathlon – Matas/ Voss
Purpose: Plan and implement triathlon
• Finance Committee – Pye/ Pitts
Newly Proposed Council Liaisons
• Tribal Liaison Voss/Matas
• Coachella Valley Economic Partnership (CVEP) Liaison Voss • Desert Valley Builders Association Liaison Gardner/Voss • Media Liaison Matas/Mayor Pro Tem
• College of the Desert (COD) Pye/Voss

MEETING SCHEDULE
2025-2026
MONDAYS Board, Commission or Committee Time Member Alternate CVAG Public Safety Committee
CVAG Room 119 9:00 a.m. Pitts Pye
CV Mountains Conservancy
CVAG, Room 115 (meets every other month) 11:00 a.m. Gardner Voss 2 nd Monday
CVAG Transportation Committee
CVAG Room 119 11:00 a.m. Matas Voss
3 rd Monday MSWD Board Meeting (Liaison)
(Study Sessions are held on the Thursday prior
to the 3rd Monday)
3:00 p.m. Pye/Voss
CVAG Executive Committee
CVAG Room 119 Last Monday 4:30 p.m. Matas Gardner
CVAG General Assembly (June only)
TBD 6:00 p.m. All
2025-2026
TUESDAYS Board, Commission or Committee Time Member Alternate 1 st Tuesday City Council Regular Meeting
City Hall – Council Chamber 6:00 p.m. All
2 nd Tuesday Coachella Valley Mosquito & Vector
Control District
43-420 Trader Place, Indio
6:00 p.m.

Gary Gardner
First appointed on January 15, 2019
Term expires January 15, 2025
3 rd Tuesday City Council Regular Meeting
City Hall – Council Chamber 6:00 p.m. All
2025-2026
WEDNESDAYS Board, Commission or Committee Time Member Alternate Riverside County Transportation
Commission (RCTC)
4080 Lemon Street, Riverside, First Floor
9:30 a.m. Matas Voss
2 nd Wednesday
Palm Springs Airport Commission
Palm Springs Airport Conference Room 8:00 a.m. Voss N/A CVAG Homelessness Committee
CVAG, Room 119 10:00 a.m. Pye Pitts 3
rd Wednesday
CVEP Board of Directors
(Meeting locations change monthly) 8:00 a.m. Voss N/A
4 th Wednesday Sunline Transit Authority
Kelly Board Room 12:00 p.m. Pitts Pye
2025-2026
THURSDAYS Board, Commission or Committee Time Member Alternate 1 st Thursday Historical Society Liaison 7:00 a.m. Gardner / Pye

Coachella Valley Animal Campus
Commission
Coachella Valley Animal Campus
72050 Pet Land Place, Thousand Palms
9:30 a.m.

Meets bimonthly
(every 2
months) on
the first
Thursday
Pitts Voss
CVAG Coachella Valley Conservation
Commission
2 11:00 am Gardner Voss nd Thursday
CVAG Energy & Environmental Resources
CVAG, Room 119 12:00 p.m. Voss Gardner
2025-2026
FRIDAYS Board, Commission or Committee Time Member Alternate 3 rd Friday Visit Greater Palm Springs
CVB Boardroom 70-100 Hwy. 111 8:00 a.m. Gardner Pitts
2025-2026
OTHER Board, Commission or Committee Time Member Alternate Hoteliers Association Liaison
TBD 12:00 p.m. Gardner / Matas

SR-24-216
City of Desert Hot Springs
City Council

AGENDA ITEM REPORT
To: City Council
Date: January 21, 2025
Department: Community Development
Prepared by: Travis Clark, Community Development Director Subject: Selection of Consultants to Provide Staff Augmentation for Planning Services
RECOMMENDATION:

Authorize the City Manager to execute a Professional Services Agreement with The Altum Group and MNS, Engineers, Inc. for a period of 5 years not to exceed $100,000 per year. The term would be for three (3) years with an option to renew for two (2) additional years.

BACKGROUND:

On April 25, 2024, the City of Desert Hot Springs issued a Request for Qualifications for a variety of Professional On-Call Environmental and Planning Services. Responses were due May 16, 2024 by 5:00 pm. The RFQ sought professional services in four categories:

Category 1. Pre-qualified Environmental Consulting Services.

This category expands the list of pre-qualified CEQA consultants providing services to development projects within the City. The City would maintain the list of consultants to provide to developers.

Developers would contract directly with the consultant without the City's involvement.

Category 2. Pre-qualified Peer Review for Environmental Consulting Services.

This category would expand the list of pre-qualified peer review consultants that would typically review CEQA studies from a firm that is not on the pre-qualified list (Category 1) or where additional expertise is needed by staff to review a more complex CEQA study. The consultants would be paid directly by the City after receiving a deposit from the developer that covers the cost or the review plus the City's administrative fee of 20%. No City funds would be used to pay the consultant.

Category 3. Planning and Environmental Services (directly for the City of Desert Hot Springs) This category would contract directly with the City to provide planning and environmental services for various City projects which may include: developing Specific Plans including an updated to the Downtown Specific Plan, General Plan amendments, Zoning Ordinance updates, designs of parks, trails, and streetscapes, support for the Housing Element implementation and affordable housing in general, etc. The City would contract directly with the consultant to perform a specific task.

Category 4. Staff Augmentation Planning Services (directly for the City of Desert Hot Springs at City Hall)

SR-24-216
This category would provide staff augmentation for planning services in the event there are vacancies in City staff positions. The City would contract directly with the consultant to provide the support on an hourly basis as needed.

The RFQ included a copy of the City's standard Professional Services Agreement for the interested proposers to review.

DISCUSSION:

This contract is to provide on-call, staff augmentation for planning services as needed from consultants, Category 4. This category would assist the Planning Division in the event of longer term staff absences such a maternity leave, staff vacancies, or a surge in workloads. This is similar to contracts that support the Building Division. The City would contract directly with the consultant to provide these services on an hourly basis as needed. Most of the assistance would be on-site providing support at the front counter, answering phone calls and emails, performing sign and plan reviews, and assisting the Principal Planner as needed.

The City received three submission for these services - The Altum Group, Interwest, and MNS Engineers. Two staff members reviewed qualifications from the three (3) firms with another staff member checking references. The firms were ranked according to the criteria in the RFQ which included:

1. Resources of Consultant

2. Experience of Proposed Resources

3. References

4. Costs of Services
The scoring sheet is attached. Two (2) firms were found to be the most qualified and responsive: The Altum Group and MNS Engineers, Inc.

The terms of the contract is proposed at three (3) years with an option for a two (2) year extension for a maximum of $100,000 per year. The consultants would be tasked on an as needed basis using the hourly rates for a particular resource. The reason for selecting two (2) firms is to have a back-up in case one firm does not have a resource available.

FISCAL IMPACT:

Staff Augmentation Planning Services directly for the City of Desert Hot Springs would not to exceed $100,000 in any one (1) year per contract term for a period of three (3) years, with the ability to extend the contract for a two (2) year option also at a maximum of $100,000 per year. In the event of a longer term vacant staff position, the cost to cover the Consultant hours would come from the budgeted amount for the staff position.

ATTACHMENTS:

Professional Services Agreement - Category 4 The Altum Group_FINAL - Altum Signed Professional Services Agreement - Category 4 MNS Engineers - FINAL -signed RFQ - Environmental-Planning
RFQ Scoresheets - Category 4
Altum Group - Category 4 Proposal
MNS Engineers - Category 4 Proposal
Interwest - Category 4 Proposal

SR-24-216

PROFESSIONAL SERVICES AGREEMENT

BY AND BETWEEN

CITY OF DESERT HOT SPRINGS
AND

THE ALTUM GROUP
This Professional Services Agreement (“Agreement”) is made and entered into this 19th day of November, 2024, by and between the City of Desert Hot Springs, a municipal corporation located in the County of Riverside, State of California, hereinafter referred to as the “City,” and The Altum Group, a California Corporation, hereinafter referred to as “Contractor.”
RECITALS:

WHEREAS, the City desires to utilize the services of Contractor, as an independent contractor, to provide the City with On-Call Staff Augmentation Planning Services (sometimes hereinafter, the “Services”), as described in more particularity in Exhibit “A,” attached hereto and incorporated by reference as the “Scope of Services”; and
WHEREAS, Contractor represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.

NOW THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS

AND PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS:

Section 1. RECITALS
The Recitals set forth above are true and correct and are hereby incorporated into this Agreement by this reference, as though set forth in full herein.

Section 2. SCOPE OF SERVICES
Contractor shall provide to the City the Services on an as-needed and as-directed basis in a manner satisfactory to the City and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions, as described in more detail in the Scope of Services. In the event a conflict exists between this Agreement and the Scope of Services, the former shall supersede. Except where this Agreement specifically provides otherwise, the Contractor is responsible for providing any and all facilities, assets, and resources (including personnel, facilities, equipment, and software) necessary and appropriate for delivery of the Services and to meet the Contractor's obligations under this Agreement.

Any City assets to which access is being provided for use by the Contractor (including equipment, software licenses and third party service contracts) are provided on an “as is,

where is” basis, and the City does not provide the Contractor any representations or warranties regarding such assets.

Section 3. TERM
This Agreement shall commence as of the date in the opening paragraph of this Agreement and shall continue in force and effect of three (3) years with an option to renew for two (2) additional years, or otherwise until terminated, in accordance with Section 7 of this Agreement. Notice of exercising the option to renew shall be given pursuant to Section 19 of this Agreement.

Section 4. COMPENSATION
The City agrees to pay Contractor for and in consideration of the faithful performance of the Services and duties set forth in this Agreement, and Contractor agrees to accept from the City, as and for compensation for the faithful performance of said Services and duties on an hourly basis, up to One Hundred Thousand Dollars ($100,000) per year for a period of three (3) years with an option to renew for two (2) additional years for One Hundred Thousand Dollars ($100,000) per year, subject to Section 2 of this Agreement. The amount of this Agreement shall not exceed Five Hundred Thousand Dollars ($500,000).

Section 5. METHOD OF PAYMENT
a. Contractor shall submit invoices to the City, not more often than once a month, describing the work performed. Contractor’s bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, and a description of any reimbursable expenditures including the reimbursement of mileage. The City shall pay Contractor no later than thirty (30) days after approval of the invoice by City staff provided that the services reflected in the invoice were performed to the reasonable satisfaction of the City in accordance with the terms of this Agreement, that the number of hours of service set forth in the invoice reflect the amount of time ordinarily expended for such service by members of the profession currently practicing in the same locality under similar conditions, and that all expenses, rates and other information set forth in the invoice are consistent with the terms and conditions of this Agreement. Review and approval of invoice by City staff will occur within thirty (15) calendar days of receipt of invoice via email. b. The Contractor shall submit invoices under this Agreement to:

City Manager
City of Desert Hot Springs
11999 Palm Drive
Desert Hot Springs, CA 92240
Telephone: (760) 329-6411
Facsimile: (760) 288-3129

Section 6. EXTRA WORK
At any time during the term of this Agreement, the City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by the City to be necessary for the proper completion of the Services, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Contractor shall not perform Extra Work without written authorization from the City.

Section 7. TERMINATION
This Agreement may be terminated by the City Manager, in his/her sole discretion, immediately for cause. Either party may terminate this Agreement without cause upon twenty-four hours (24) hours written notice of termination to the other party. Upon termination, Contractor shall be entitled to compensation for services performed up to the effective date of termination, provided that Contractor shall have satisfied all its obligations under this Agreement through and including the effective date of termination and is not otherwise in breach of this Agreement. For clarification, the City Manager in his/her sole discretion shall have the power to terminate this Agreement with or without cause in accordance with this Section.

Section 8. OWNERSHIP OF DOCUMENTS
All plans, studies, documents and other writings, including drafts, prepared by and for Contractor, its officers, employees and agents and subcontractors in the course of implementing this Agreement, except working notes and internal documents, shall become the property of the City upon payment to Contractor for such work, and the City shall have the sole right to use such materials in its discretion without further compensation to Contractor or to any other party. Contractor shall, at its expense, provide such reports, plans, studies, documents and other writings in pdf format to the City upon written request, or such other electronic format as reasonably requested by the City.

Section 9. CONFIDENTIALITY
a. All ideas, memoranda, specifications, plans, procedures, drawings, photographs, descriptions, computer program data, input record data, written information, and other documents and data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without prior written consent of the City, be used by Contractor for any purposes other than the performance of the services under this Agreement, nor shall such materials be disclosed to any person or entity not connected with the performance of the services under this Agreement. Contractor will make all reasonable efforts to keep such information confidential and to limit access only to those who require it for performance, Nothing furnished to Contractor that is otherwise known to Contractor, is generally known in the industry, or has become known to the related industry shall be deemed confidential.

b. Contractor shall not use the City’s insignia or photographs relating to Contractor’s Services, or any publicity pertaining to the Contractor’s Services under this Agreement in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of the City.

Section 10. CONTRACTOR’S BOOKS AND RECORDS
a. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor pursuant to this Agreement. b. Contractor shall maintain all documents and records which demonstrate performance under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement. c. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Contractor’s address indicated for receipt of notices in this Agreement. d. Where the City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Contractor’s business, the City may, by written request of any of the above-named officers, require that custody of the records be given to the City and that the records and documents be maintained at City Hall. Access to such records and documents shall be granted to any party authorized by Contractor, Contractor’s representatives, or Contractor’s successorin-interest.

Section 11. INDEPENDENT CONTRACTOR’S STATUS: NOT AGENT

OF THE CITY
Contractor shall at all times during the term of this Agreement remain, as to the City, a wholly independent contractor and shall perform the services described in this Agreement as an independent contractor and further, hereby waives any claims for any compensation or benefits afforded to City employees and not to independent contractors.

Neither the City nor any of its agents shall have control over the conduct of Contractor or any of Contractor’s employees, except as herein set forth. Contractor shall be entirely responsible for the compensation and control of any assistants, employees, and subcontractors used by Contractor in providing said services. Nothing contained in this Agreement shall be deemed, construed or represented by the City or Contractor or by any third person to create the relationship of principal and agent and Contractor shall not, at any time, or in any manner, represent that it or any of its agents or employees are in

any manner agents or employees of the City. Contractor shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent, nor shall Contractor have any authority, express or implied, to bind the City to any obligation whatsoever.

Section 12. REPRESENTATIONS AND ACKNOWLEDGMENTS
REGARDING INDEPENDENT CONTRACTOR’S STATUS

OF CONTRACTOR
a. Contractor represents and acknowledges the following:
(1) The City is not required to provide any training or legal counsel to Contractor or its employees for Contractor to perform the services described in this Agreement.
(2) Performance of the services described in this Agreement does not have to be integrated into the daily business operations of the City. (3) The services described in this Agreement can be performed without the use of City equipment, materials, tools or facilities. (4) Nothing in this Agreement shall be interpreted to imply that the City must maintain any contractual relationship with Contractor on a continuing basis after termination of this Agreement.
(5) The City will not be requested or demanded to assume any liability for the direct payment of any salary, wage or other such compensation to any person employed by Contractor to perform the services described in this Agreement. (6) Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are employees of the City and will so instruct its officers, employees and/or agents.
b. The City represents and acknowledges the following:
(1) Contractor is not required to comply with daily instructions from City staff with respect to when, where or how Contractor must perform the services set forth in this Agreement.
(2) Contractor is solely responsible for determining who, under the supervision or direction of Contractor, will perform the services set forth in this Agreement. (3) The City will not hire, supervise or pay any assistants working for Contractor pursuant to this Agreement.

(4) Nothing in this Agreement shall be interpreted to imply that the Contractor must maintain any contractual relationship with the City on a continuing basis after termination of this Agreement.
(5) It is the sole responsibility of Contractor to set the hours in which Contractor performs or plans to perform the services set forth in this Agreement subject to hours of access.
(6) Contractor is not required to devote full time to the business operations of the City to perform the services set forth in this Agreement. (7) Contractor is not required to perform the services set forth in the Agreement in any particular order or sequence.
(8) Nothing in this Agreement shall be interpreted to preclude Contractor from working for other persons or firms, provided that such work does not create a conflict of interest.
(9) Contractor is not required to perform the Services at City-owned property.
(10) Contractor will perform services that are outside the usual course of the City’s business.

Section 13. CIVIL CODE SECTION 1542 WAIVER
Contractor expressly waives any and all rights and benefits conferred upon it by the provisions of section 1542 of the California Civil Code which reads as follows:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
This waiver shall be effective as a bar to any and all actions, fees, damages, losses, claims, liabilities and demands of whatsoever character, nature and kind, that are known or unknown, or suspected or unsuspected, including, without limitation, claims of entitlements under the California Public Employees’ Retirement System (“CalPERS”) that are only afforded to employees and not independent contractors. Contractor further represents and warrants that it understands this waiver and that if it does not understand this waiver, it shall seek the advice of a qualified attorney before executing this Agreement.
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Initials
Section 14. CONFLICTS OF INTEREST

a. Contractor (including principals, associates and professional employees) covenants and represents that it does not have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered by this Agreement or any other source or income, interest in real property or investment which would be affected in any manner or degree by the performance of Contractor’s services hereunder.

Contractor further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement.
b. Contractor is not a designated employee within the meaning of the Political Reform Act because Contractor:
(1) Does not make or participate in:
(i) the making or any governmental decisions regarding approval of a rate, rule, or regulation, the adoption or enforcement of laws;
(ii) the issuance, denial, suspension or revocation of permits, licenses, applications, certificates, approvals, orders, or similar authorization or entitlement;
(iii) authorizing the City to enter into, modify, or renew a contract; (iv) granting the City approval to a contract that requires City approval and to which the City is a party, or to the
specifications for such a contract;
(v) granting the City approval to a plan, design, report, study, or similar item; or
(vi) adopting, or granting City approval of, policies, standards, or guidelines for the City or for any subdivision thereof. (2) Does not serve in a staff capacity with the City and in that capacity participate in making a governmental decision or otherwise perform the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City’s Conflict of Interest Code under Government Code Section 87302.
c. In the event the City officially determines that Contractor must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests, Contractor shall file the subject Form 700 with the City Clerk’s Office pursuant to the written instructions provided by the Office of the City Clerk.

Section 15. PROFESSIONAL ABILITY OF CONTRACTOR;
WARRANTY; FAMILIARITY WITH WORK; PERMITS AND

LICENSES
a. Contractor warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services.
b. By executing this Agreement, Contractor warrants that:
(1) it has thoroughly investigated and considered the work to be performed;
(2) it has investigated the issues, regarding the scope of services to be provided;
(3) it has carefully considered how the work should be performed; and (4) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement.
c. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by the City, it shall immediately inform the City of such fact and shall not proceed except at Contractor’s risk until written instructions are received from the City Manager or appropriate City representative. d. Contractor represents that it and all of its subcontractors, if any, have obtained and will maintain at all times during the term of this Agreement all professional and/or business licenses, certifications and/or permits necessary for performing the services described in this Agreement, including a City business license.

Section 16. COMPLIANCE WITH LAWS
Contractor shall comply with all local, state and federal laws and regulations applicable to the services required hereunder.

Section 17. INDEMNIFICATION
a. Contractor shall defend, indemnify and hold harmless the City, its officials, agents, employees and volunteers from and against any and all claims, demands, actions, losses, damage, injuries, and liability, direct or indirect (including any and all costs, expenses and attorneys’ fees in connection therewith), arising, or alleged to arise, out of the performance of this Agreement, except for any such claim arising out of the sole negligence, recklessness, or willful misconduct of the City, its officials, agents, employees or volunteers.

b. The City does not, and shall not, waive any rights that it may have against Contractor under this Section because of the acceptance by the City, or the deposit with the City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless, indemnification and duty to defend provisions of this Section shall apply regardless of whether or not said insurance policies are determined to be applicable to the claim, demand, action, damage, liability, loss, cost or expense described herein. c. Notwithstanding the provisions of subsections a. and b. of this section, Contractor shall not be responsible for damages or be in default or deemed to be in default by reason of delay caused by strikes, lockouts, accidents, or acts of God, or the failure of the City to furnish timely information or to approve or disapprove Contractor’s work promptly, or by reason of delay or faulty performance by the City, construction contractors, or governmental agencies, or by reason of any other delays beyond Contractor’s control, or for which Contractor is without fault. d. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of the City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of the City. e. If Contractor should subcontract all or any portion of the work to be performed under this Contract, Contractor shall require each subcontractor to indemnify, hold harmless and defend City and each of its officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph. f. This Section shall survive termination or expiration of this Agreement.

Section 18. INSURANCE REQUIREMENTS
a. Policies. Contractor, at Contractor’s sole cost and expense, shall procure and maintain, for the duration of this Agreement, the following insurance policies:
(1) Worker’s Compensation Coverage. Contractor shall maintain Worker’s Compensation Insurance and Employers’ Liability Insurance for its employees in accordance with the laws of the State of California, of an amount not less than one million dollars ($1,000,000) per accident and for Employers’ Liability Insurance in amounts not less than $1,000,000 each accident for bodily injury by accident, $1,000,000 policy limit for bodily injury by disease, and $1,000,000 each employee for bodily injury by disease. In addition, Contractor shall require each subcontractor to similarly maintain Worker’s Compensation Insurance and Employers’ Liability Insurance in accordance with the laws of the State of California for all of the subcontractor’s employees. If any class of employees employed by Contractor pursuant to this Agreement is not protected by the California State Worker’s Compensation Law, Contractor shall provide adequate insurance for the protection of such employees to the satisfaction of the City. This

provision shall not apply if Contractor has no employees performing work under this Agreement. Contractor agrees to waive its statutory immunity under any worker’s compensation or similar statute, as respecting the City, and to require any and all subcontractors and any other person or entity involved in the Services to do the same. (2) General Liability Coverage. Contractor shall maintain commercial general liability insurance in an amount not less than two million dollars ($2,000,000) per occurrence, combined single limit coverage for bodily injury, personal injury and property damage associated with work contemplated in this Agreement. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Contractor shall provide insurance on an occurrence, not claims-made basis.

Contractor acknowledges and agrees that, for purposes of clarification with the intention of avoiding gaps in coverage with any umbrella or excess coverage, personal and advertising injury coverage shall be triggered by an “offense” while bodily injury and property damage coverage shall be triggered by an “occurrence” during the policy period.

The coverage required in this paragraph shall provide at least as much coverage as that provided by ISO form CG 00 01 12 07 or any updated form thereof. (3) Automobile Liability Coverage. Contractor shall maintain commercial automobile liability insurance covering bodily injury, personal injury and property damage for all activities of the Contractor arising out or of in connection with the work to be performed under this Agreement, including coverage for owned, hired and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence, and two million dollars ($2,000,000) in the aggregate. As an alternative, Contractor shall be permitted to obtain a non-owned automobile endorsement to its comprehensive general liability insurance providing the same protection and coverage as though Contractor were to provide separate commercial vehicle liability insurance as set forth in this paragraph. The coverage required in this paragraph shall provide at least as much coverage as that provided by ISO form CA 00 01 or any updated form thereof.
(4) Professional Liability Coverage. Contractor shall maintain professional errors and omissions liability insurance for protection against claims alleging negligent acts, errors or omissions which may arise from Contractor’s Services, whether such Services are performed by Contractor or by its employees, subcontractors, or subContractors, to the extent such persons other than Contractor are permitted to perform any of the Services under this Agreement. The amount of this insurance shall not be less than one million dollars ($1,000,000) per claim, and two million dollars ($2,000,000) in the aggregate.
b. Endorsements. Unless otherwise specified hereunder, each insurance policy required herein shall be with insurers possessing an A.M. Best’s rating of no less than A:VII and shall be endorsed with the following specific language:

(1) Except as otherwise provided by law, the City, its elected or appointed officers, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work or operations.
(2) This policy shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self-insured retention the City may have shall be considered excess insurance only and shall not contribute with it. (3) This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company.
(4) The insurer waives all rights of subrogation against the City, its elected or appointed officials, officers, employees or agents. (5) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers.
(6) The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been received by the City.
c. Deductibles and Self-Insured Retentions. Contractor shall disclose to and obtain the approval of City for any self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of the City Manager, Contractor may either reduce or eliminate such deductibles or selfinsured retentions with respect to City, its officers, employees, agents, and volunteers.

The City Manager may condition approval of any reduction or elimination in deductible or self-insured retention levels with a requirement that Contractor procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. d. Certificates of Insurance. Contractor shall provide certificates of insurance with original endorsements to the City as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. e. Imposition of Insurance Requirements. Provided the City gives its written consent for any persons other than Contractor to perform any part of the Services, Contractor agrees to require that all parties, including but not limited to subcontractors, architects, engineers or others with whom Contractor enters into contracts or whom

Contractor hires or retains pursuant to or in any way related to the performance of this Agreement, provide the insurance coverage required herein, at minimum, and name as additional insureds the parties to this Agreement consistent with Section 18b(1) hereof.

Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that coverage is provided in conformity with the requirements of this Section. f. Maintain Coverages. In the event this Agreement is terminated for any reason prior to the completion of all obligations and requirements of this Agreement, Contractor agrees to maintain all coverages required herein until the City provides written authorization to terminate the coverages following the City’s review and determination that all liability posed under this Agreement has been eliminated. g. Failure to Obtain Coverages. Contractor agrees and acknowledges that if it fails to obtain all of the insurance required in this Agreement in accordance with the requirements herein, or to obtain and ensure that the coverage required herein is maintained by it or any subcontractors or others involved in any way with the performance of Services, to the extent such is permissible under this Agreement, Contractor shall be responsible for any losses, claims, suits, damages, defense obligations, or liability of any kind or nature attributable to the City or its officers, employees, servants, volunteers, agents and independent contractors.
h. Notice of Cancellation or Reduction in Coverage. In the event that any coverage required in this Agreement is canceled, reduced, limited, or materially affected in any other manner, Contractor shall provide written notice to the City either by facsimile and/or via certified mail, at Contractor’s earliest possible opportunity and in no case later than fifteen (15) calendar days after Contractor is notified of the change in coverage.

Section 19. NOTICES
a. Any notice to be provided pursuant to this Agreement shall be in writing, and all such notices shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the parties as follows:

To the City: City Manager
City of Desert Hot Springs
11999 Palm Drive
Desert Hot Springs, CA 92240
Telephone: (760) 329-6411
Facsimile: (760) 288-3129
To Contractor: Doug Franklin, President
The Altum Group
44-66 Village Court, Suite 600
Palm Desert, CA 92260
Telephone: (760) 346-4760

b. Notices, payments and other documents shall be deemed delivered upon receipt by personal service or as of the second (2nd) day after deposit in the United States mail.

Section 20. DEFAULT
a. Failure or delay by any party to this Agreement to perform any material term or provision of this Agreement shall constitute a default under this Agreement; provided however, that if the party who is otherwise claimed to be in default by the other party commences to cure, correct or remedy the alleged default within fifteen (15) calendar days after receipt of written notice specifying such default and shall diligently complete such cure, correction or remedy, such party shall not be deemed to be in default hereunder.
b. The party which may claim that a default has occurred shall give written notice of default to the party in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; provided, however, the injured party shall have no right to exercise any remedy for a default hereunder without delivering the written default notice, as specified herein. c. Any failure or delay by a party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default.
d. In the event that a default of any party to this Agreement may remain uncured for more than fifteen (15) calendar days following written notice, as provided above, a "material breach" shall be deemed to have occurred. In the event of a material breach, the injured party shall be entitled to seek any appropriate remedy or damages as otherwise set forth herein and by initiating legal proceedings.

Section 21. REMEDIES
If Contractor materially breaches any of the terms of this Agreement, the City’s remedies shall include, but shall not be limited to, the following:
a. Immediately terminate the Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Contractor pursuant to this Agreement; c. Retain a different Contractor to complete the Services that are not finished by Contractor.

Section 22. ENTIRE AGREEMENT

a. This Agreement supersedes any and all other agreements, either oral or written, between the City and Contractor with respect to the subject matter of this Agreement.
b. This Agreement contains all of the covenants and agreements between the parties with respect to the subject matter of this Agreement, and each party to this Agreement acknowledges that no representations, inducements, promises, or agreements have been made by or on behalf of any party except those covenants and agreements embodied in this Agreement.
c. No agreement, statement, or promise not contained in this Agreement shall be valid or binding.

Section 23. MODIFICATIONS AND AMENDMENTS
This Agreement may be modified or amended only by a written instrument signed by all parties.

Section 24. ASSIGNMENT AND SUBCONTRACTING
a. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Assignments of any or all rights, duties or obligations of the Contractor under this Agreement will be permitted only with the written consent of the City. b. Contractor shall not subcontract any portion of the work to be performed under this Agreement without the advance written consent of the City. If the City consents to such subcontract, Contractor shall be fully responsible to the City for all acts or omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between the City and subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as required by law.

Section 25. WAIVER
a. No waiver shall be binding, unless executed in writing by the party making the waiver.
b. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. c. Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the remaining provisions of this Agreement.

Section 26. SEVERABILITY

If any one or more of the sentences, clauses, paragraphs or sections contained herein is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate any of the remaining sentences, clauses, paragraphs or sections contained herein.

Section 27. VENUE
All proceedings involving disputes over the terms, provisions, covenants or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable court or forum in Riverside County, California.

Section 28. LITIGATION EXPENSES AND ATTORNEYS’ FEES
In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement or as a result of any alleged breach of any provision of this Agreement, the prevailing party in such suit or proceeding shall be entitled to recover its costs and expenses, including reasonable attorney's fees, from the losing party, and any judgment or decree rendered in such a proceeding shall include an award thereof.

Section 29. EXECUTION IN COUNTERPARTS
This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least a copy hereof shall have been signed by both parties hereto. Electronic and facsimile signatures shall be deemed the same as original signatures. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

Section 30. PROHIBITED INTERESTS
Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement.

For breach or violation of this warranty, the City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer, or employee of the City, during the term of his or her service with the City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

Section 31. EQUAL OPPORTUNITY EMPLOYMENT

Contractor represents that it is an equal opportunity employer and shall not discriminate against any subcontractor, employee, or applicant (“person”) for employment because of race; denial of family and medical care leave; religious creed (including religious dress and grooming practices); color; national origin (including language use restrictions); ancestry; physical disability or mental disability (including HIV and AIDS); medical condition (cancer and genetic characteristics); genetic information; military or veteran status; marital status; gender, gender identity, and gender expression; sex (which includes pregnancy, childbirth, breastfeeding and medical conditions related to pregnancy, childbirth or breastfeeding); age or sexual orientation. Unless otherwise permitted under the law, Contractor shall not refuse to hire or employ any such person or refuse to select any such person for a training program leading to employment, or bar or discharge any such person from employment or from a training program leading to employment, or otherwise discriminate against any such person in compensation or in terms, conditions, or privileges of employment.

Section 32. TIME OF THE ESSENCE
Time is of the essence in the performance of this Agreement.

Section 33. PRINCIPAL REPRESENTATIVES
a. Stephen Nieto, shall be Contractor's Principal Representative and the person responsible for undertaking, managing and supervising the performance of all of the Services for this Agreement. Contractor's Principal Representative's experience, knowledge, capability and reputation were a substantial inducement for the City to enter into this Agreement, and as such, for the purposes of performing the Services, the duties of Contractor's Principal Representative shall not be reassigned, without the express written consent of both parties.
b. Travis Clark, shall be the Principal Representative of the City for purposes of communicating with Contractor on any matter associated with the performance of the services set forth in this Agreement.

Section 34. NON-LIABILITY OF CITY’S OFFICERS AND EMPLOYEES No officer or employee of the City shall be personally liable to Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to Contractor or to its successor, or for any breach of any obligation of the terms of this Agreement.

Section 35. INTERPRETATION
This Agreement shall not be interpreted against either party on the grounds that one of the parties was solely responsible for preparing it or caused it to be prepared as both parties were involved in drafting it.

Section 36. PROTECTION AND CORRECTION OF WORK
a. Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work performed by Contractor, and the equipment, materials, papers and other components thereof to prevent losses or damages. b. The performance of services by Contractor shall not relieve Contractor from any obligation to correct any incomplete, inaccurate or defective work at no further cost to the City, when such inaccuracies are due to the fault of Contractor.

Section 37. CAPTIONS AND HEADINGS
The captions and headings contained in this Agreement are provided for identification purposes only and shall not be interpreted to limit or define the content of the provisions described under the respective caption or heading.

Section 38. GOVERNING LAW
The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the parties under this Agreement, shall be construed pursuant to and in accordance with California law.

Section 39. CUMULATIVE REMEDIES
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

Section 40. NO THIRD PARTY BENEFICIARIES
The parties do not intend the benefits of this Agreement to inure to any third party, nor shall any provision of this Agreement be so construed.

Section 41. OTHER GOVERNMENTAL REGULATIONS
To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Contractor and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program.

Section 42. REPRESENTATIONS OF PARTIES AND PERSONS

EXECUTING AGREEMENT

a. Each of the parties to this Agreement hereby represents that all necessary and appropriate actions of their governing bodies have been taken to make this Agreement a binding obligation of each of the parties hereto. b. The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the parties each purports to represent.

Section 43. SUCCESSORS AND ASSIGNS
The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties hereto.

Section 44. SURVIVAL
All obligations arising prior to any termination of this Agreement and all provisions of this Agreement allocating liability between the City and Contractor shall survive any such termination.

Section 45. USE OF RECYCLED PRODUCTS
Contractor shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

CITY OF DESERT HOT SPRINGS
_ ____________________________
Travis Clark, Community Development
Director
_____________________________
Frank Luckino, City Manager
ATTEST:
_____________________________
Jerryl Soriano, City Clerk
APPROVED AS TO FORM:
_____________________________
Tuan-Anh Vu, City Attorney

THE ALTUM GROUP
_ ________________________
Doug Franklin, President
N:\DHSO\0001-01 General\Doc\6051

EXHIBIT “A”

SCOPE OF SERVICES

PROFESSIONAL SERVICES AGREEMENT

BY AND BETWEEN

CITY OF DESERT HOT SPRINGS
AND
MNS ENGINEERS, INC.

This Professional Services Agreement (“Agreement”) is made and entered into this 19th day of November, 2024, by and between the City of Desert Hot Springs, a municipal corporation located in the County of Riverside, State of California, hereinafter referred to as the “City,” and MNS Engineers, Inc, a California Corporation, hereinafter referred to as “Consultant.”
RECITALS:

WHEREAS, the City desires to utilize the services of Consultant, as an independent contractor, to provide the City with On-Call Staff Augmentation Planning Services (sometimes hereinafter, the “Services”), as described in more particularity in Exhibit “A,” attached hereto and incorporated by reference as the “Scope of Services”; and
WHEREAS, Consultant represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.

NOW THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS

AND PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS:

Section 1. RECITALS
The Recitals set forth above are true and correct and are hereby incorporated into this Agreement by this reference, as though set forth in full herein.

Section 2. SCOPE OF SERVICES
Consultant shall provide to the City the Services on an as-needed and as-directed basis in a manner satisfactory to the City and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions (Standard of Care), as described in more detail in the Scope of Services. In the event a conflict exists between this Agreement and the Scope of Services, the former shall supersede. Except where this Agreement specifically provides otherwise, the Consultant is responsible for providing any and all facilities, assets, and resources (including personnel, facilities, equipment, and software) necessary and appropriate for delivery of the Services and to meet the Consultant's obligations under this Agreement. Any City assets to which access is being provided for use by the Consultant (including equipment, software licenses and third party service contracts) are

provided on an “as is, where is” basis, and the City does not provide the Consultant any representations or warranties regarding such assets.

Section 3. TERM
This Agreement shall commence as of the date in the opening paragraph of this Agreement and shall continue in force and effect three (3) years with an option to renew for two (2) additional years, or otherwise until terminated, in accordance with Section 7 of this Agreement. Notice of exercising the option to renew shall be given pursuant to Section 19 of this Agreement.

Section 4. COMPENSATION
The City agrees to pay Consultant for and in consideration of the faithful performance of the Services and duties set forth in this Agreement, and Consultant agrees to accept from the City, as and for compensation for the faithful performance of said Services and duties on an hourly basis, up to One Hundred Thousand Dollars ($100,000) per year for a period of three (3) years with an option to renew for two (2) additional years for One Hundred Thousand Dollars ($100,000) per year, subject to Section 2 of this Agreement. The amount of this Agreement shall not exceed Five Hundred Thousand Dollars ($500,000). These amounts are not guaranteed and will only be exercised if there are approved available resources.

Section 5. METHOD OF PAYMENT
a. Consultant shall submit invoices to the City, not more often than once a month, describing the work performed. Consultant’s bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, and a description of any reimbursable expenditures. The City shall pay Consultant no later than thirty (30) days after approval of the invoice by City staff provided that the services reflected in the invoice were performed to the reasonable satisfaction of the City in accordance with the terms of this Agreement, that the number of hours of service set forth in the invoice reflect the amount of time ordinarily expended for such service by members of the profession currently practicing in the same locality under similar conditions, and that all expenses, rates and other information set forth in the invoice are consistent with the terms and conditions of this Agreement. Review and approval of invoice by City staff will occur within thirty (30) calendar days of receipt of invoice via email.
b. The Consultant shall submit invoices under this Agreement to:

City Manager
City of Desert Hot Springs
11999 Palm Drive
Desert Hot Springs, CA 92240
Telephone: (760) 329-6411
Facsimile: (760) 288-3129

Section 6. EXTRA WORK
At any time during the term of this Agreement, the City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by the City to be necessary for the proper completion of the Services, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Consultant shall not perform Extra Work without written authorization from the City.

Section 7. TERMINATION
This Agreement may be terminated by the City Manager, in his/her sole discretion, immediately for cause. Either party may terminate this Agreement without cause upon twenty-four hours (24) hours written notice of termination to the other party. Upon termination, Consultant shall be entitled to compensation for services performed up to the effective date of termination, provided that Consultant shall have satisfied all its obligations under this Agreement through and including the effective date of termination and is not otherwise in breach of this Agreement. For clarification, the City Manager in his/her sole discretion shall have the power to terminate this Agreement with or without cause in accordance with this Section.

Section 8. OWNERSHIP OF DOCUMENTS
Except for Consultant’s pre-existing intellectual property, including but not limited to, concepts, data, materials and standards, all plans, studies, documents and other writings, including drafts, prepared by and for Consultant, its officers, employees and agents and subcontractors in the course of implementing this Agreement, except working notes and internal documents, shall become the property of the City upon payment to Consultant for such work, and the City shall have the sole right to use such materials in its discretion without further compensation to Consultant or to any other party. Consultant shall, at its expense, provide such reports, plans, studies, documents and other writings in pdf format to the City upon written request, or such other electronic format as reasonably requested by the City.

Section 9. CONFIDENTIALITY
a. All ideas, memoranda, specifications, plans, procedures, drawings, photographs, descriptions, computer program data, input record data, written information, and other documents and data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without prior written consent of the City, be used by Consultant for any purposes other than the performance of the services under this Agreement, nor shall such materials be disclosed to any person or entity not connected with the performance of the services under this Agreement. Consultant will make all reasonable efforts to keep such information confidential and to limit access only to those who require it for performance, Nothing furnished to Consultant that is otherwise known to Consultant, is

generally known in the industry, or has become known to the related industry shall be deemed confidential.

b. Consultant shall not use the City’s insignia or photographs relating to Consultant’s Services, or any publicity pertaining to the Consultant’s Services under this Agreement in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of the City.

Section 10. CONSULTANT’S BOOKS AND RECORDS
a. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant pursuant to this Agreement. b. Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement.

c. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant’s address indicated for receipt of notices in this Agreement. d. Where the City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Consultant’s business, the City may, by written request of any of the above-named officers, require that custody of the records be given to the City and that the records and documents be maintained at City Hall. Access to such records and documents shall be granted to any party authorized by Consultant, Consultant’s representatives, or Consultant’s successorin-interest.

Section 11. INDEPENDENT CONSULTANT’S STATUS: NOT AGENT

OF THE CITY
Consultant shall at all times during the term of this Agreement remain, as to the City, a wholly independent contractor and shall perform the services described in this Agreement as an independent contractor and further, hereby waives any claims for any compensation or benefits afforded to City employees and not to independent contractors.

Neither the City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as herein set forth. Consultant shall be entirely responsible for the compensation and control of any assistants, employees, and subconsultants used by Consultant in providing said services. Nothing contained in this

Agreement shall be deemed, construed or represented by the City or Consultant or by any third person to create the relationship of principal and agent and Consultant shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of the City. Consultant shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind the City to any obligation whatsoever.

Section 12. REPRESENTATIONS AND ACKNOWLEDGMENTS
REGARDING INDEPENDENT CONSULTANT’S STATUS

OF CONSULTANT
a. Consultant represents and acknowledges the following:
(1) The City is not required to provide any training or legal counsel to Consultant or its employees for Consultant to perform the services described in this Agreement.
(2) Performance of the services described in this Agreement does not have to be integrated into the daily business operations of the City. (3) The services described in this Agreement can be performed without the use of City equipment, materials, tools or facilities. (4) Nothing in this Agreement shall be interpreted to imply that the City must maintain any contractual relationship with Consultant on a continuing basis after termination of this Agreement.
(5) The City will not be requested or demanded to assume any liability for the direct payment of any salary, wage or other such compensation to any person employed by Consultant to perform the services described in this Agreement. (6) Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are employees of the City and will so instruct its officers, employees and/or agents.
b. The City represents and acknowledges the following:
(1) Consultant is not required to comply with daily instructions from City staff with respect to when, where or how Consultant must perform the services set forth in this Agreement.
(2) Consultant is solely responsible for determining who, under the supervision or direction of Consultant, will perform the services set forth in this Agreement.

(3) The City will not hire, supervise or pay any assistants working for Consultant pursuant to this Agreement.
(4) Nothing in this Agreement shall be interpreted to imply that the Consultant must maintain any contractual relationship with the City on a continuing basis after termination of this Agreement.
(5) It is the sole responsibility of Consultant to set the hours in which Consultant performs or plans to perform the services set forth in this Agreement subject to hours of access.
(6) Consultant is not required to devote full time to the business operations of the City to perform the services set forth in this Agreement. (7) Consultant is not required to perform the services set forth in the Agreement in any particular order or sequence.
(8) Nothing in this Agreement shall be interpreted to preclude Consultant from working for other persons or firms, provided that such work does not create a conflict of interest.
(9) Consultant is not required to perform the Services at City-owned property.
(10) Consultant will perform services that are outside the usual course of the City’s business.

Section 13. CIVIL CODE SECTION 1542 WAIVER
Consultant expressly waives any and all rights and benefits conferred upon it by the provisions of section 1542 of the California Civil Code which reads as follows:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
This waiver shall be effective as a bar to any and all actions, fees, damages, losses, claims, liabilities and demands of whatsoever character, nature and kind, that are known or unknown, or suspected or unsuspected, including, without limitation, claims of entitlements under the California Public Employees’ Retirement System (“CalPERS”) that are only afforded to employees and not independent Consultants. Consultant further represents and warrants that it understands this waiver and that if it does not understand this waiver, it shall seek the advice of a qualified attorney before executing this Agreement.

__________
Initials

Section 14. CONFLICTS OF INTEREST
a. Consultant (including principals, associates and professional employees) covenants and represents that it does not have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered by this Agreement or any other source or income, interest in real property or investment which would be affected in any manner or degree by the performance of Consultant’s services hereunder.

Consultant further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement.
b. Consultant is not a designated employee within the meaning of the Political Reform Act because Consultant:
(1) Does not make or participate in:
(i) the making or any governmental decisions regarding approval of a rate, rule, or regulation, the adoption or enforcement of laws;
(ii) the issuance, denial, suspension or revocation of permits, licenses, applications, certificates, approvals, orders, or similar authorization or entitlement;
(iii) authorizing the City to enter into, modify, or renew a contract; (iv) granting the City approval to a contract that requires City approval and to which the City is a party, or to the
specifications for such a contract;
(v) granting the City approval to a plan, design, report, study, or similar item; or
(vi) adopting, or granting City approval of, policies, standards, or guidelines for the City or for any subdivision thereof. (2) Does not serve in a staff capacity with the City and in that capacity participate in making a governmental decision or otherwise perform the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City’s Conflict of Interest Code under Government Code Section 87302.
c. In the event the City officially determines that Consultant must disclose its financial interests by completing and filing a Fair Political Practices Commission Form

700, Statement of Economic Interests, Consultant shall file the subject Form 700 with the City Clerk’s Office pursuant to the written instructions provided by the Office of the City Clerk.

Section 15. PROFESSIONAL ABILITY OF CONTRACTOR;
WARRANTY; FAMILIARITY WITH WORK; PERMITS AND

LICENSES
a. Consultant represents that all services will be performed in accordance with the Standard of Care and in a competent, professional and satisfactory manner. b. By executing this Agreement, Consultant warrants that:
(1) it has thoroughly investigated and considered the work to be performed;
(2) it has investigated the issues, regarding the scope of services to be provided;
(3) it has carefully considered how the work should be performed; and (4) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement.
c. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by the City, it shall immediately inform the City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the City Manager or appropriate City representative. d. Consultant represents that it and all of its subcontractors, if any, have obtained and will maintain at all times during the term of this Agreement all applicable professional and/or business licenses, certifications and/or permits necessary for performing the services described in this Agreement, including a City business license.

Section 16. COMPLIANCE WITH LAWS
Consultant shall, at all times, exercise Standard of Care to comply with all local, state and federal laws and regulations applicable to the services required hereunder.

Section 17. INDEMNIFICATION
a. To the extent enforceable by law, Consultant agrees to defend, indemnify and hold harmless the City, its officials, , employees and volunteers from and against any and all claims, demands, actions, losses, damage, injuries, and liability, direct or indirect (including any and all costs, expenses and reasonable attorneys’ fees in connection therewith), to the extent arising out of the performance of this Agreement, except for any

such claim arising out of the negligence, recklessness, or willful misconduct of the City, its officials, employees or volunteers.
b. The City does not, and shall not, waive any rights that it may have against Consultant under this Section because of the acceptance by the City, or the deposit with the City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless, indemnification and duty to defend provisions of this Section shall apply regardless of whether or not said insurance policies are determined to be applicable to the claim, demand, action, damage, liability, loss, cost or expense described herein. c. Notwithstanding the provisions of subsections a. and b. of this section, Consultant shall not be responsible for damages or be in default or deemed to be in default by reason of delay caused by strikes, lockouts, accidents, or acts of God, or the failure of the City to furnish timely information or to approve or disapprove Consultant’s work promptly, or by reason of delay or faulty performance by the City, construction contractors, or governmental agencies, or by reason of any other delays beyond Consultant’s control, or for which Consultant is without fault. d. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of the City.
e. If Consultant should subcontract all or any portion of the work to be performed under this Contract, Consultant shall require each subcontractor to indemnify, hold harmless and defend City and each of its officials, employees, and volunteers in accordance with the terms of the preceding paragraph.
f. This Section shall survive termination or expiration of this Agreement.

Section 18. INSURANCE REQUIREMENTS
a. Policies. Consultant, at Consultant’s sole cost and expense, shall procure and maintain, for the duration of this Agreement, the following insurance policies:
(1) Worker’s Compensation Coverage. Consultant shall maintain Worker’s Compensation Insurance and Employers’ Liability Insurance for its employees in accordance with the laws of the State of California, of an amount not less than one million dollars ($1,000,000) per accident and for Employers’ Liability Insurance in amounts not less than $1,000,000 each accident for bodily injury by accident, $1,000,000 policy limit for bodily injury by disease, and $1,000,000 each employee for bodily injury by disease. In addition, Consultant shall require each subcontractor to similarly maintain Worker’s Compensation Insurance and Employers’ Liability Insurance in accordance with

the laws of the State of California for all of the subcontractor’s employees. If any class of employees employed by Consultant pursuant to this Agreement is not protected by the California State Worker’s Compensation Law, Consultant shall provide adequate insurance for the protection of such employees to the satisfaction of the City. This provision shall not apply if Consultant has no employees performing work under this Agreement. Consultant agrees to waive its statutory immunity under any worker’s compensation or similar statute, as respecting the City, and to require any and all subcontractors and any other person or entity involved in the Services to do the same. (2) General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than two million dollars ($2,000,000) per occurrence, combined single limit coverage for bodily injury, personal injury and property damage associated with work contemplated in this Agreement. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Consultant shall provide insurance on an occurrence, not claims-made basis.

Consultant acknowledges and agrees that, for purposes of clarification with the intention of avoiding gaps in coverage with any umbrella or excess coverage, personal and advertising injury coverage shall be triggered by an “offense” while bodily injury and property damage coverage shall be triggered by an “occurrence” during the policy period.

The coverage required in this paragraph shall provide at least as much coverage as that provided by ISO form CG 00 01 12 07 or any updated form thereof. The required limit may be satisfied either by a standalone policy or in combination with an excess/umbrella policy.
(3) Automobile Liability Coverage. Consultant shall maintain commercial automobile liability insurance covering bodily injury, personal injury and property damage for all activities of the Consultant arising out or of in connection with the work to be performed under this Agreement, including coverage for owned, hired and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence, and two million dollars ($2,000,000) in the aggregate. As an alternative, Consultant shall be permitted to obtain a non-owned automobile endorsement to its comprehensive general liability insurance providing the same protection and coverage as though Consultant were to provide separate commercial vehicle liability insurance as set forth in this paragraph. The coverage required in this paragraph shall provide at least as much coverage as that provided by ISO form CA 00 01 or any updated form thereof. The required limit may be satisfied either by a standalone policy or in combination with an excess/umbrella policy. (4) Professional Liability Coverage. Consultant shall maintain professional errors and omissions liability insurance for protection against claims alleging negligent acts, errors or omissions which may arise from Consultant’s Services, whether such Services are performed by Consultant or by its employees, subcontractors, or subConsultants, to the extent such persons other than Consultant are permitted to perform any of the Services under this Agreement. The amount of this insurance shall not be less

than one million dollars ($1,000,000) per claim, and two million dollars ($2,000,000) in the aggregate.
b. Endorsements. Unless otherwise specified hereunder, each insurance policy required herein shall be with insurers possessing an A.M. Best’s rating of no less than A-:VII and shall be endorsed with the following specific language:
(1) Except Worker’s Compensation and Professional Liability policies , the City, its elected or appointed officers, employees, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work or operations.
(2) Policies subject to (1) shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, and volunteers.

Any insurance maintained by the City, including any self-insured retention the City may have shall be considered excess insurance only and shall not contribute with it. (3) Policies subject to (1) shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company.
(4) The insurer waives all rights of subrogation against the City, its elected or appointed officials, officers, employees and volunteers . (5) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, or volunteers.
(6) The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage except after thirty (30) days written notice has been received by the City except for cancellation for non-payment of premium, a 10-day notice shall apply.
c. Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for any self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of the City Manager, Consultant may either reduce or eliminate such deductibles or selfinsured retentions with respect to City, its officers, employees, and volunteers. The City Manager may condition approval of any reduction or elimination in deductible or selfinsured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
d. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to the City as evidence of the insurance coverage required

herein. Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. e. Imposition of Insurance Requirements. Provided the City gives its written consent for any persons other than Consultant to perform any part of the Services, Consultant agrees to require that all parties, including but not limited to subcontractors, architects, engineers or others with whom Consultant enters into contracts or whom Consultant hires or retains pursuant to or in any way related to the performance of this Agreement, provide the insurance coverage required herein, at minimum, and name as additional insureds the parties to this Agreement consistent with Section 18b(1) hereof.

Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that coverage is provided in conformity with the requirements of this Section. f. Maintain Coverages. In the event this Agreement is terminated for any reason prior to the completion of all obligations and requirements of this Agreement, Consultant agrees to maintain all coverages required herein until the City provides written authorization to terminate the coverages following the City’s review and determination that all liability posed under this Agreement has been eliminated subject to such coverage being continuously available in the marketplace and at reasonable cost. g. Failure to Obtain Coverages. Consultant agrees and acknowledges that if it fails to obtain all of the insurance required in this Agreement in accordance with the requirements herein, or to obtain and ensure that the coverage required herein is maintained by it or any subcontractors or others involved in any way with the performance of Services, to the extent such is permissible under this Agreement, Consultant shall be responsible for any losses, claims, suits, damages, defense obligations, or liability of any kind or nature attributable to the City or its officers, employees, servants, and volunteers. h. Notice of Cancellation or Reduction in Coverage. In the event that any coverage required in this Agreement is canceled, reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to the City either by facsimile and/or via First Class US mail, at Consultant’s earliest possible opportunity and in no case later than fifteen (15) calendar days after Consultant is notified of the change in coverage.

Section 19. NOTICES
a. Any notice to be provided pursuant to this Agreement shall be in writing, and all such notices shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the parties as follows:

To the City: City Manager
City of Desert Hot Springs
11999 Palm Drive
Desert Hot Springs, CA 92240

Telephone: (760) 329-6411
Facsimile: (760) 288-3129
To Consultant: Peter Minegar
MNS Engineers, Inc.
3580 Vine Street, Suite 110
Riverside, CA 92507
b. Notices, payments and other documents shall be deemed delivered upon receipt by personal service or as of the second (2nd) day after deposit in the United States mail.

Section 20. DEFAULT
a. Failure or delay by any party to this Agreement to perform any material term or provision of this Agreement shall constitute a default under this Agreement; provided however, that if the party who is otherwise claimed to be in default by the other party commences to cure, correct or remedy the alleged default within fifteen (15) calendar days after receipt of written notice specifying such default and shall diligently complete such cure, correction or remedy, such party shall not be deemed to be in default hereunder.
b. The party which may claim that a default has occurred shall give written notice of default to the party in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; provided, however, the injured party shall have no right to exercise any remedy for a default hereunder without delivering the written default notice, as specified herein. c. Any failure or delay by a party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default.
d. In the event that a default of any party to this Agreement may remain uncured for more than fifteen (15) calendar days following written notice, as provided above, a "material breach" shall be deemed to have occurred. In the event of a material breach, the injured party shall be entitled to seek any appropriate remedy or damages as otherwise set forth herein and by initiating legal proceedings.

Section 21. REMEDIES
If Consultant materially breaches any of the terms of this Agreement, the City’s remedies shall include, but shall not be limited to, the following:
a. Immediately terminate the Agreement;

b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; c. Retain a different Consultant to complete the Services that are not finished by Consultant.

Section 22. ENTIRE AGREEMENT
a. This Agreement supersedes any and all other agreements, either oral or written, between the City and Consultant with respect to the subject matter of this Agreement.
b. This Agreement contains all of the covenants and agreements between the parties with respect to the subject matter of this Agreement, and each party to this Agreement acknowledges that no representations, inducements, promises, or agreements have been made by or on behalf of any party except those covenants and agreements embodied in this Agreement.
c. No agreement, statement, or promise not contained in this Agreement shall be valid or binding.

Section 23. MODIFICATIONS AND AMENDMENTS
This Agreement may be modified or amended only by a written instrument signed by all parties.

Section 24. ASSIGNMENT AND SUBCONTRACTING
a. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the written consent of the City. b. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the advance written consent of the City. If the City consents to such subcontract, Consultant shall be fully responsible to the City for all acts or omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between the City and subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as required by law.

Section 25. WAIVER
a. No waiver shall be binding, unless executed in writing by the party making the waiver.

b. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. c. Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the remaining provisions of this Agreement.

Section 26. SEVERABILITY
If any one or more of the sentences, clauses, paragraphs or sections contained herein is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate any of the remaining sentences, clauses, paragraphs or sections contained herein.

Section 27. VENUE
All proceedings involving disputes over the terms, provisions, covenants or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable court or forum in Riverside County, California.

Section 28. LITIGATION EXPENSES AND ATTORNEYS’ FEES
In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement or as a result of any alleged breach of any provision of this Agreement, the prevailing party in such suit or proceeding shall be entitled to recover its costs and expenses, including reasonable attorney's fees, from the losing party, and any judgment or decree rendered in such a proceeding shall include an award thereof.

Section 29. EXECUTION IN COUNTERPARTS
This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least a copy hereof shall have been signed by both parties hereto. Electronic and facsimile signatures shall be deemed the same as original signatures. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

Section 30. PROHIBITED INTERESTS
Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely

for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement.

For breach or violation of this warranty, the City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer, or employee of the City, during the term of his or her service with the City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

Section 31. EQUAL OPPORTUNITY EMPLOYMENT
Consultant represents that it is an equal opportunity employer and shall not discriminate against any subcontractor, employee, or applicant (“person”) for employment because of race; denial of family and medical care leave; religious creed (including religious dress and grooming practices); color; national origin (including language use restrictions); ancestry; physical disability or mental disability (including HIV and AIDS); medical condition (cancer and genetic characteristics); genetic information; military or veteran status; marital status; gender, gender identity, and gender expression; sex (which includes pregnancy, childbirth, breastfeeding and medical conditions related to pregnancy, childbirth or breastfeeding); age or sexual orientation. Unless otherwise permitted under the law, Consultant shall not refuse to hire or employ any such person or refuse to select any such person for a training program leading to employment, or bar or discharge any such person from employment or from a training program leading to employment, or otherwise discriminate against any such person in compensation or in terms, conditions, or privileges of employment.

Section 32. TIME OF THE ESSENCE
Time is of the essence in the performance of this Agreement.

Section 33. PRINCIPAL REPRESENTATIVES
a. Stephen Nieto, shall be Consultant's Principal Representative and the person responsible for undertaking, managing and supervising the performance of all of the Services for this Agreement. Consultant's Principal Representative's experience, knowledge, capability and reputation were a substantial inducement for the City to enter into this Agreement, and as such, for the purposes of performing the Services, the duties of Consultant's Principal Representative shall not be reassigned, without the express written consent of both parties.
b. Travis Clark, shall be the Principal Representative of the City for purposes of communicating with Consultant on any matter associated with the performance of the services set forth in this Agreement.

Section 34. NON-LIABILITY OF CITY’S OFFICERS AND EMPLOYEES No officer or employee of the City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount

which may become due to Consultant or to its successor, or for any breach of any obligation of the terms of this Agreement.

Section 35. INTERPRETATION
This Agreement shall not be interpreted against either party on the grounds that one of the parties was solely responsible for preparing it or caused it to be prepared as both parties were involved in drafting it.

Section 36. PROTECTION AND CORRECTION OF WORK
a. Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work performed by Consultant, and the equipment, materials, papers and other components thereof to prevent losses or damages. b. The performance of services by Consultant shall not relieve Consultant from any obligation to correct any incomplete, inaccurate or defective work at no further cost to the City, when such inaccuracies Consultant do not comply with the Standard of Care.

Section 37. CAPTIONS AND HEADINGS
The captions and headings contained in this Agreement are provided for identification purposes only and shall not be interpreted to limit or define the content of the provisions described under the respective caption or heading.

Section 38. GOVERNING LAW
The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the parties under this Agreement, shall be construed pursuant to and in accordance with California law.

Section 39. CUMULATIVE REMEDIES
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

Section 40. NO THIRD PARTY BENEFICIARIES
The parties do not intend the benefits of this Agreement to inure to any third party, nor shall any provision of this Agreement be so construed.

Section 41. OTHER GOVERNMENTAL REGULATIONS

To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program.

Section 42. REPRESENTATIONS OF PARTIES AND PERSONS

EXECUTING AGREEMENT
a. Each of the parties to this Agreement hereby represents that all necessary and appropriate actions of their governing bodies have been taken to make this Agreement a binding obligation of each of the parties hereto. b. The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the parties each purports to represent.

Section 43. SUCCESSORS AND ASSIGNS
The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties hereto.

Section 44. SURVIVAL
All obligations arising prior to any termination of this Agreement and all provisions of this Agreement allocating liability between the City and Consultant shall survive any such termination.

Section 45. USE OF RECYCLED PRODUCTS
Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

CITY OF DESERT HOT SPRINGS
________________________________
Travis Clark, Community Development
Director
_____________________________
Frank Luckino, City Manager

ATTEST:
_____________________________
Jerryl Soriano, City Clerk
APPROVED AS TO FORM:
_____________________________
Tuan-Anh Vu, City Attorney
MNS ENGINEERS, INC.
__________________________
Peter Minegar, Vice President – Planning,
MNS Engineers
N:\DHSO\0001-01 General\Doc\6051

EXHIBIT “A”

SCOPE OF SERVICES

1. Answer general questions from the public, builders, developers, or other agencies relating to planning and community development that may come via telephone, email, or at the front counter.

2. Review potential application packages for completeness on projects such as General Plan Amendments, Zone Changes, Specific Plans, Specific Plan Amendments, Subdivision Maps, and Development Permits, Design Reviews, and Conditional Use Permits.

3. Review Site Plans, Architectural Elevations, and Landscape Plans for compliance with City Regulations.

4. Coordination with applicants, conducting plan checks, and performing final inspections and for compliance with approved plans.

5. If needed, participate in potential developer meetings such as Pre-Application Meetings, Scoping Meetings, and Development Review Meetings.

6. Prepare necessary Hearing Notices and Staff Reports for the Planning Commission and City Council.

7. Prepare transmittals and coordinate with responsible or reviewing Agencies.

8. Assist the City’s in preparation of visual displays such as PowerPoint.

1 REQUEST FOR QUALIFICATIONS

FOR PROFESSIONAL ON-CALL ENVIRONMENTAL AND

PLANNING SERVICES
April 25, 2024
City of Desert Hot Springs
11999 Palm Drive
Desert Hot Springs, CA 92240
www.cityofdhs.org
Contact:

Travis Clark
Community Development Director
(760) 329-6411 ext. 240

2 Contents

1. General Information ................................................................................................. 4 A. Introduction to Desert Hot Springs.................................................................... 4 B. The Community Development Department ................................................... 4 C. City Priorities........................................................................................................ 5 D. Description of Service Categories.................................................................... 5

2. Category 1 – Pre-qualified Environmental Consulting Services ........................... 6 A. Background ........................................................................................................ 6 B. Potential Scope of Work.................................................................................... 7 C. Submission Requirements .................................................................................. 8 D. Evaluation Criteria.............................................................................................. 8

3. Category 2 - Pre-qualified Peer Review for Environmental Consulting Services 9 A. Background ........................................................................................................ 9 B. Potential Scope of Work.................................................................................... 9 C. Submission Requirements ................................................................................ 10 D. Evaluation Criteria............................................................................................ 11

4. Category 3- Planning and Environmental Services (Directly for the City of Desert Hot Springs).................................................................................................. 11 A. Background ...................................................................................................... 11 B. Potential Scope of Work.................................................................................. 11 C. Submission Requirements ................................................................................ 12 D. Evaluation Criteria............................................................................................ 12

5. Category 4 -Staff Augmentation Planning Services (At the City of Desert Hot Springs City Hall)...................................................................................................... 13 A. Background ...................................................................................................... 13 B. Potential Scope of Work.................................................................................. 13 C. Submission Requirements ................................................................................ 14 D. Evaluation Criteria............................................................................................ 14

6. RFQ Schedule:......................................................................................................... 15

7. Selection Process.................................................................................................... 16

8. Term of Contracts ................................................................................................... 16

9. Legal Information.................................................................................................... 16

3 10. Sample Professional Services Agreement.......................................................... 17

4 1. GENERAL INFORMATION
A. Introduction to Desert Hot Springs
The City of Desert Hot Springs, hereinafter referred to as the City, is one of the fastest growing cities within the Coachella Valley. With a population of around 33,000, the City had a 96% growth rate over the past 20 years. The City’s beginnings were built on the foundation of the renowned mineral waters (both hot and cold) which led to the development of many hotels and spas in the mid-20th century. Commercial development soon arose around the City’s two main arteries – Pierson Avenue and Palm Drive. Later on, Desert Hot Springs was one of the first cities to permit cannabis production including cultivation, manufacturing, testing, and dispensaries. Most recently, the City has seen an increase in the development of new housing in planned communities. Also new logistics centers are moving into the City’s industrial zoned area given its proximity to the I-10 freeway.

B. The Community Development Department
The Community Development Department consists of two divisions - Building and Planning:

The Building Division is responsible for overseeing the construction of residential, commercial, and industrial projects within the city. The division provides plan review services for design professionals, developers, contractors, and property owners. Once plans are approved, the division issues building permits for construction and inspects the work for conformance to the California Building Code and approved plans. After construction is finalized, a certificate of occupancy is issued. The division consists of two counter permit technicians, two building inspectors and a building official. In-house staff with the Riverside County Fire Department also assists with plan review and inspections.

The division works closely with the Planning Division and the Code Compliance Department.

The Planning Division is focused on implementing the community’s vision, policies, and objectives for land use, housing, transportation, public facilities, and open space as directed by the City Council. These are set forth in the City of Desert Hot Springs General Plan, Zoning Ordinance (Title 17), and Specific Plans. The division also ensures new development adheres to the California Environmental Quality Act or CEQA and where applicable, the National Environmental Policy Act (NEPA). New development proposals are reviewed for consistency with these policy documents by examining impacts to land use, transportation, parks, utilities, and the environment. The division also oversees

5 application of the city’s design guidelines, development standards, and planning requirements for site design, architecture, landscape architecture, and signage. New major developments projects are presented to the Planning Commission for entitlement review and approval. The division works closely with the Building Division, and the Engineering Division of Public Works.

Long-range planning projects include supporting efforts to revitalize downtown, enhance the Arts and Culture District, amend the Zoning Ordinance to comply with State law, improve circulation within the City, and implement the policies and objectives set forth by the community.

C. City Priorities
Some of the City’s priorities include downtown development, increasing housing (and meeting RHNA goals), increasing tourism and promoting hotel/spa destinations, extending utilities to south Palm Drive, improving the cannabis industry, and assisting small businesses.

D. Description of Service Categories
The City of Desert Hot Springs is inviting Statements of Qualifications from qualified consulting firms, hereinafter called Consultants, to provide environmental and planning services to the City. To be considered for this contract, firms must meet the qualifications and satisfy the requirements as stated in this Request for Qualifications (RFQ). On-call services are desired for the following categories. Consultants may submit qualifications for one or more or all of the categories:

1. Pre-qualified Environmental Consulting Services

2. Pre-qualified Peer Review for Environmental Consulting Services

3. Planning and Environmental Services (directly for the City of Desert Hot Springs)

4. Staff Augmentation Planning Services (directly for the City of Desert Hot Springs at City Hall)
Each category is described in detail in the following sections. A consulting firm may submit qualifications for all four categories. If qualified in more than one category, the City will not permit a consulting firm to review its own work. For example, if a consulting firm performs work as a pre-qualified environmental services firm, it could not review its own planning or CEQA documents as a pre-qualified peer review consulting firm. Any conflict of interest, potential or perceived, will not be permitted and the City will err on the side of caution in the creation and review of all planning and environmental documents.

6 1. Prospective Consultants are required to carefully and fully investigate all of the requirements of this RFQ. By submitting a Statement of Qualifications, the Consultant represents and certifies to the City that such investigation has been completed and that it fully understands the Scope of Work.

2. The City reserves the right to reject any and all Statement of Qualifications where deemed necessary.

3. The City will not reimburse Consultants for any costs involved in the preparation and submission of Statement of Qualifications. Furthermore, this RFQ does not obligate the City to accept or contract for any expressed or implied services.

4. The City reserves the right to request any Consultant submitting a Statement of Qualification to clarify its submission or to supply additional material deemed necessary to assist in the selection process.

5. All submitted Statement of Qualifications and information included therein or attached thereto shall become public record.

6. Consultants are requested to provide any exceptions, additional information or suggestions that will aid in the City’s selection process.

7. The Consultant is required to follow the organization in the Selection Criteria for each particular category in formatting their responses. If responding to more than one category, the complete information is required for that category even if duplicative of information provided in another category.

8. Any questions regarding this RFP should be referred, to Travis Clark, Community Development Director at [email protected] by May 16, 2023.

2. CATEGORY 1 – PRE-QUALIFIED ENVIRONMENTAL CONSULTING SERVICES A. Background
This category establishes a list of one or more pre-qualified environmental consulting firms, herein called Environmental Consultant, to provide environmental services directly to