Palm Springs City Council
September 29, 2022

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Jong-Jiann (James) Lu 100%, CNS Engineers, Inc.

Jong-Jiann (James) Lu, President
1-9-2019

Attachment B

AMENDMENT NO. 5 TO CONTRACT SERVICES AGREEMENT NO. 6594

FOR SOUTH PALM CANYON DRIVE BRIDGE REPLACEMENT AT TAHQUITZ CREEK CHANNEL, CITY PROJECT NO. 12-02, FEDERAL-AID PROJECT NO.

BRLS-5282 (042)

This Amendment No. 5 to the Contract Services Agreement (A6594), (“Amendment No. 5”) is made and entered into on the ____ day of __________, 2022, by and between the CITY OF PALM SPRINGS, a California charter City and municipal corporation, (herein “City”) and CNS Engineers , a California Corporation, (herein “Consultant”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”.

RECITALS

WHEREAS, on September 3, 2014, the City Council approved that certain Contract Services Agreement with CNS Engineers for professional engineering and consulting services related to the South Palm Canyon Bridge Replacement at Tahquitz Creek Channel, City Project No. 12- 02, Federal Aid Project No. BRLS -5282(042), (the “Project”); and

WHEREAS, the City has determined that there is a need for additional professional services related to the Project; and

WHEREAS, the Parties wish to enter into this Amendment No. 5 to provide the City with the requested additional professional services.

NOW, THEREFORE, in consideration of these promises and mutual obligations, covenants, and conditions, the Parties agree to as follows:

AGREEMENT

SECTION 1. The true and correct recitals above are incorporated by this reference herein as the basis for this Amendment No. 1.

SECTION 2. Section 1.1, Scope of Services of the Agreement is hereby amended as follows:

The additional services identified in the C onsultant’s letter dated March 29,2021 , included herewith as Attachment 1, are hereby incorporated into Exhibit “A” of the Agreement.

SECTION 3. Section 3.1 Compensation of Consultant of the Agreement is hereby amended as follows:

The total amount of compensation is increased by $7,508.53 for a new total not to exceed amount of $1,267,649.45 and described in Exhibit “C”.

SECTION 4. Full Force a nd Effect. All terms, conditions, and provisions of the Contract Services Agreement (A6594), unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment No. 5 and any provision of the Contract Services Agreement (A6594), the provisions of this Amendment No. 5 shall in all respects govern and control.

SECTION 5. The persons executing this Amendment No. 5 on behalf of the Parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 5 on behalf of said Party, (iii) by so executing this Amendment No. 5, such Party is formally bound to the provisions of this Amendment No. 5, (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said Party is bound.

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, the P arties have executed and entered into this Amendment No. 5 as of the dates stated below.

“CITY”
City of Palm Springs

Date: _______________________ By: ________________________ Teresa Gallavan
Interim City Manager

APPROVED AS TO FORM: ATTEST:

By: _______________________ By: _______________________ Jeffrey S. Ballinger Brenda Pree
City Attorney City Clerk

“CONSULTANT”

By: CNS Engineers

Date: _______________________ By: ________________________ Signature

________________________
Printed Name/Title

Date: _______________________ By: ________________________ Signature

________________________
Printed Name/Title

Civil and Structural Engineers

CNS Engineers, Inc. 11870 Pierce Street, Suite 265, Riverside, CA 92505 Phone: (951) 687-1005 / Fax: (951) 667-3387 / Web: www.cnseng.com

April 24, 2020
March 29, 2021 (Revised)
Mr. Joel Montalvo, MPA, PE
City Engineer
City of Palm Springs
Engineering Services Department
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262

Subject: Request for Contract Amendment No. 5
South Palm Canyon Drive Bridge Replacement at Tahquitz Creek Channel City Project No. 12-02
Federal-Aid Project No. BRLS-5282(042)

Dear Joel:

CNS Team requests additional compensation to reflect extra work as follows:

1. Redesign of Wester Side Improvement of South Palm Canyon Drive at the South Approach of the Bridge (related to Development Tract 36914)

The existing width of the westerly side of South Palm Canyon Drive at the curb is 34 feet from the street centerline, while the proposed bridged width from the centerline to the curb is 38 feet. As shown in the Geometric Approval Drawings and as discussed in the April 23, 2015 PDT Meeting, the roadway width transition from 38 feet to the existing 34 feet ends at the curb return to the existing access driveway of the demolished Rock Garden restaurant.

At the February 25, 2016 PDT meeting CNS was advised by the City to proceed with the final design of the width transition knowing that a developer is considering developing the property with the timing of the project unknown.

It is understood that the Tract 36914 by Far West is scheduled to be under construction soon.

The South Palm Canyon Drive Bridge is scheduled to begin construction after March of 2022 depending on Caltrans’s funding authorization. The west side improvements of South Palm Canyon Drive by the developer are expected to be completed by then. Tract 36914’s street improvements consist of full street widening to 38 feet with a short transition to join the existing bridge. The existing bridge is also at a higher elevation than the proposed new bridge. The bridge construction of the west side of South Palm Canyon Drive will need to join the existing improvements constructed with Tract 36914.

Since the proposed new bridge is lower than the existing bridge, a portion of Tract 36914’s South Palm Canyon street improvements will need to be reconstructed to match with the bridge project’s street design, which requires a change in the design of the bridge project. The redesign involves changes of horizontal geometric layout, vertical profile, and landscaping.

Mr. Joel Montalvo, MPA, PE

April 24, 2020
March 29, 2021 (Revised)

To address the design change to accommodate the Tract’s construction, the revised street design for the bridge project can estimate the approximate location of the limits of street improvements by converting the benchmark elevations and stationing and design features of the Tract plans to match the Bridge Improvement Plans.

For the project plans to be revised to accommodate the Tract’s existing Off-Site Street Improvements, the plans will show improvements joining existing curb, gutter, and sidewalk at street station 882+87.38. There will be a sawcut line 19 feet west of the centerline. Pavement west of the sawcut is protected in place. The profile between the bridge and station 882+87.38 will be adjusted to join the Off-Site Street Improvement Plans at street station 19+14.75 with a theoretical benchmark adjustment of 2.35’ added to the Tract’s plans. Construction quantities will be updated.

2. Revision of the Legal Description and Plat at Parcel APN 508630001 (Related to Development Tract 33575)

The Right of Way requirements for the project were prepared and approved prior to the designed development of Tract 33575. The developer’s South Palm Canyon Drive street improvement plans were available to estimate the amount of needed grading when the bridge improvements are to be constructed. The width of the Temporary Construction Easement (TCE) was estimated as a comfortable 10-foot wide strip offset from the slope easement at APN 508630001.

As a part of right of way acquisition process, the TCE and Slope easements were presented to the developer, Toll West Inc. The developer indicated that the development has been changed and the boundary of the TCE encroached into updated individual lots that they were selling. The new development information was not available when the TCE was created. At the request of the developer, the TCE for APN 508630001was revised to limit the TCE boundaries from encroaching into the private property lots and other permanent improvements. Developer insisted on the changes in order to accept the Right of Way offers.

We request budget adjustment among tasks as shown in the following table:

Task Current Contract
Amount
Proposed
Amendment
Amended
Contract Amount
Phase 1 – Environmental Document and Technical Studies
Task 1.1, Project Administration
and Pro
ject Controls $44,239.56 $526.95 $44,766.51
Phase 2 - Civil Engineering Design (Plans, Specifications and Estimates - PS&E) Task 2.8, Final 100% Design PS&E
and Contract Bid Documents $52,590.47 $4,811.71 $57,402.18 Task 4.3, Right-of-Way Legal
Descriptions and Plats $19,715.75 $2,169.87 $21,885.62
Subtotal $7,508.53

Mr. Joel Montalvo, MPA, PE

April 24, 2020
March 29, 2021 (Revised)

Current Contract Amount (includes previous approved amendments):

Phases 1 & 2 (PA&ED and PS&E): $1,116,366.51
Optional Tasks Including Bidding & Design
Construction Supports: $ 143,774.41
Total: $1,260,140.92

Proposed Amendment No.5 (this request):

Phases 1 & 2 (PA&ED and PS&E): $ 5,338.66
Optional Tasks Including Bidding & Design
Construction Supports: $ 2,169.87
Total: $ 7,508.53

Amended Contract Amount:

Phases 1 & 2 (PA&ED and PS&E): $1,121,705.17
Optional Tasks Including Bidding & Design
Construction Supports: $ 145,944.28
Total: $1,267,649.45

We look forward to approval of this cost proposal and continue to complete the final design and right-of-way phases of the project. Should you have any questions about this proposal, please feel free to contact me at (951) 687-1005 ext.104 or by e-mail at [email protected].

Sincerely,

James Lu, P.E., S.E.

Project Manager / Principal
CNS Engineers, Inc.

Attachments:

1. Right of Way Exhibit

2. Cost Proposal Work Sheets

3. Scope of Work with extra work shown in blue

Task No. Task Description Current Contract
Cost
Proposed
Amended Cost Change in Cost
Task 1

1.1 Project Administration and Project Controls $44,239.56 $44,766.51 526.95$

1.2 Meetings and Coordination $44,127.35 $44,127.35 -$

1.3 Quality Assurance and Quality Control $15,438.89 $15,438.89 -$ Task 2

2.1 Research and Data Gathering $11,437.53 $11,437.53 -$

2.2 Surveys and Aerial Topographic Mapping $26,510.03 $26,510.03 -$

2.3 Right-of-Way Research and Base Mapping $30,532.03 $30,532.03 -$

2.4 Utility Research and Mapping $7,358.78 $7,358.78 -$ Task 3

3.1 Roadway Geometric Approval Drawings $20,733.80 $20,733.80 -$

3.2 Preliminary Geotechnical Investigations $8,407.48 $8,407.48 -$

3.3 Floodplain and Bridge Hydraulics Study $25,074.52 $25,074.52 -$

3.4 Roadway Drainage Study $9,429.07 $9,429.07 -$

3.5 Preliminary Right-of-Way Cost Estimates $7,508.55 $7,508.55 -$

3.6 Bridge Type Selection Study $44,981.88 $44,981.88 -$

3.7 Supplemental Engineering and Environmental Studies $61,749.17 $61,749.17 -$

3.8 Bridge Aesthetics Study and Visual Simulations $56,988.10 $56,988.10 -$ Task 4

4.1 Preliminary Environmental Study (PES) $12,643.09 $12,643.09 -$

4.2 Traffic Study $20,294.86 $20,294.86 -$

4.3 Phase I Initial Site Assessment $16,279.96 $16,279.96 -$

4.4 Water Quality Assessment Re port (WQAR) $14,983.77 $14,983.77 -$

4.5 Location Hydraulic Study and Summary Floodplain
Encroachment Report $6,803.86 $6,803.86 -$

4.6 Biological Study (Natural Environmental Study) $22,688.69 $22,688.69 -$

4.7 Wetlands Delineation and Assessment $7,648.85 $7,648.85 -$

4.8 Section 4(f) De Mini mis $3,456.68 $3,456.68 -$

4.9 Visual Resources Technical Memorandum $9,621.61 $9,621.61 -$

4.10 Cultural Resources Study (ASR/HPSR/APE) $17,340.26 $17,340.26 -$

4.11 Air Quality Study (CEQA Purpose) $8,169.08 $8,169.08 -$

4.12 Draft Environmental Document (CEQA IS/MND) $13,593.89 $13,593.89 -$

4.13 Circulate Draft Environmental Document and Respond Comments (CEQA) $4,956.34 $4,956.34 -$

4.14 Final Environmental Document (CEQA IS/MND) $5,948.71 $5,948.71 -$

4.15 File Notice of Determination (CEQA) $11,487.17 $11,487.17 -$ Task 1

1.1 Utility Potholing $22,218.46 $22,218.46 -$

1.2 Geotechnical Design Reports $11,645.11 $11,645.11 -$

1.3 Storm Water Pollution Prevention Plan (SWPPP) $7,610.80 $7,610.80 -$ Phase 1 - Environmental Document and Technical Studies
4/24/2020

CITY OF PALM SPRINGS
Amendment Request No. 5
Federal Project No. BRLS 5282(042), City Project No. 12-02 Professional Engineering Design Services for the South Palm Canyon Drive Bridge at Tahquitz Creek Channel Summary of Task Costs
Final Design Reports and Studies
Project Management
Planning and Project Development
Preliminary/Concept Plans
Environmental Approval
Phase 2 - Civil Engineering Design (Plans, Specifications and Estimates - PS&E)

Task No. Task Description Current Contract
Cost
Proposed
Amended Cost Change in Cost
Professional Engineering Design Services for the South Palm Canyon Drive Bridge at Tahquitz Creek Channel Summary of Task Costs

1.4 Utility Relocation Coordi nation $9,865.05 $9,865.05 -$ Task 2

2.1 65% Roadway Plans $102,101.66 $102 ,101.66 -$

2.2 65% Traffic Control Plans $16,556.43 $16,556.43 -$

2.3 65% Sign/Striping/Signal Modification Plans $25,021.38 $25,021.38 -$

2.4 95% Civil Roadway PS&E $52,069.28 $52,069.28 -$

2.5 Unchecked Structure Plans $97,389.69 $97,389.69 -$

2.6 Bridge Design Independent Check $30,385.00 $30,385.00 -$

2.7 95% Structure PS&E $23,004.53 $23,004.53 -$

2.8 Final 100% Design PS&E and Contract Bid Documents $52,590.47 $57,402.18 4,811.71$ Task 3

3.1 ACOE Section 404 Nationwide Permit $19,117.04 $19,117.04 -$

3.2 RWQCB Section 401 Water Quality Certification $5,857.24 $5,857.24 -$

3.3 CDFW 1602 Streambed Alteration Agreement $9,435.89 $9,435.89 -$

3.4 HMMP (1602) & NEPA Revalidation $14,164.92 $14,164.92 -$ Other Direct Cost (ODC) $26,900.00 $26,900.00 -$
Total Phase 1 and Phase 2 Contract Amount $1,116,366.51 $1,121,705.17 5,338.66$ Task 4

4.1 Supplemental Engineering and Environmental Studies

4.2 Bridge Aesthetics Study and Visual Simulations

4.3 Right-of-Way Legal Descriptions and Plats (Authorized) $19,715.75 $21,885.62 2,169.87$

4.4 Right-of-Way Appraisal and Acquisition (Authorized) $84,674.40 $84,674.40 -$

4.5 Pre-Bid Meeting $701.43 $701.43 -$

4.6 Bidding Interpretations $3,498.17 $3,498.17 -$

4.7 Bid Review and Analysis $1,280.82 $1,280.82 -$

4.8 Respond RFI's, Review Shop Drawings and Submittals $18,743.88 $18,743.88 -$

4.9 Prepare Design Addenda $8,085.71 $8,085.71 -$

4.10 Prepare As-Built Pl ans $7,074.25 $7,074.25 -$
Subtotal Total Labor Cost $143,774.41 $145,944.28 2,169.87$ Total Contract Cost $1,260,140.92 $1,267,649.45 7,508.53$ Bidding Phase Supports
Design Construction Supports
Plans, Specifications and Estimates (PS&E)
Civil Roadway PS&E
Structure (Bridge and Retaining Walls) PS&E
Environmental Permitting
Optional Tasks
Replaced by Task 3.7
Replaced by Task 3.8

Federal Project No. BRLS 5282(042)
Date:

DIRECT LABOR
Range Hours Total
2@ 93.08$ 186.16$
0@ 62.40$ -$
0@ 46.00$ -$
8@ 62.40$ 499.20$
16 @ 40.00$ 640.00$
0@ 60.60$ -$
0@ -$ -$
0@ -$ -$
Rate Total
* %-
Total Fringe Benefits (FB)
INDIRECT COSTS Total
Overhead (OH) * %-
General and Administrative (G&A) * %-
Total (* Combined FB, OH and G&A) 157.33 % 2,085.19$
(Caltrans Approved OH Rate) Total Indirect Costs (IC)
FEE (PROFIT) Rate Total
10 % 341.05$
Fee (DLC+FB+IC)

OTHER DIRECT COSTS (ODC)
(ODC is actual cost to be reimbursed with supporting documentation.)

1. Reproduction -$

2. Conference Calls -$

3. Transportation/Travel-Related Expense (Mileage will be IRS standard rate.) -$

4. Mailing/Overnight/Special Deliveries -$
-$
3,751.60$

SUBCONTRACTOR COSTS
Terra Nova Planning & Research - $
Albert A. WEBB Associates 2,169.87 $
CASC Consulting -$
Southern California Soil & Testing - $
KOA Corporation -$
Overland, Pacific & Cutler - $
David Evans and Associates 1,587.06 $

TOTAL COST
Project Manager / Principal
Bridge Engineer Jong James Lu

CITY OF PALM SPRINGS

COST PROPOSAL
City Project No. 12-02
Project Name:

Professional Engineering Design Services for the
South Palm Canyon Drive Bridge at Tahquitz Creek
Channel 3/29/2021
Consultant: CNS Engineers, Inc.

Hourly RateClassification Name
Senior Bridge Engineer
Bridge Design Engineer
Roadway Project Engineer Steve Hosford
CADD Designer Nan Li
Project Administrator
Subtotal Direct Labor Costs 1,325.36$
Escalation (0%) -$
Total Direct Labor Costs (DLC) 1,325.36$
Total Subcontractor Costs 3,756.93$
7,508.53$

FRINGE BENEFITS
-$
2,085.19$
341.05$
Total Other Direct Costs -$
Prime Consultant Cost:

CITY COUNCIL STAFF REPORT
09/29/2022   1. S.

City Clerk -

SUBJECT
APPROVAL OF AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT WITH CNS ENGINEERS, INC., A CALIFORNIA CORPORATION (A6191B), IN THE AMOUNT OF $252,412.71, FOR THE VISTA CHINO LOW-WATER CROSSING BRIDGE AT THE WHITEWATER RIVER, CITY PROJECT NO 10-10, FEDERAL AID PROJECT NO. BR-NBIL (513)
RECOMMENDATION:

Approve Amendment No. 1, in the amount of $252,412.71, to Professional Services Agreement No. 6191B, for a new not to exceed amount of $4,714,498.04 with CNS Engineers, for Vista Chino Low-Water Crossing Bridge at the Whitewater River, City Project No. 10-10, Federal Aid Project No BR-NBIL513.

1. Authorize the City Manager to execute all necessary documents.2.

Attachments
Item 1S

CITY COUNCIL STAFF REPORT

DATE: SEPTEMBER 29, 2022 CONSENT CALENDAR

SUBJECT: APPROVAL OF AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT WITH CNS ENGINEERS, INC., A CALIFORNIA CORPORATION (A6191B), IN THE AMOUNT OF $252,412.71, FOR THE

VISTA CHINO LOW -WATER CROSSING BRIDGE AT THE
WHITEWATER RIVER, CITY PROJECT NO 10 -10, FEDERAL AID
PROJECT NO. BR-NBIL (513)

FROM: Teresa Gallavan, Interim City Manager

BY: Engineering Services Department

SUMMARY:

The request ed action will approve Amendment No. 1 to a Professional Services Agreement (PSA) with CNS Engineers, Inc., (Agreement No. 6191B) in the amount of $252,412.71 for a new wall design, environmental revalidation, and for a Caltrans required Value Analysis (VA) study to ensure that a cost-effective engineering alternative is used for the design of the Vista Chino Low -Water Crossing Bridge at the Whitewater River, City Project No. 10-10, Federal Aid Project No BR-NBIL513 (the “Project”).

RECOMMENDATION:

1. Approve Amendment No. 1, in the amount of $252,412.71, to Professional Services Agreement No. 6191B, for a new not to exceed amount of $4, 714,498.04 with CNS Engineers, for Vista Chino Low -Water Crossing Bridge at the Whitewater River, City Project No. 10-10, Federal Aid Project No BR-NBIL513; and

2. Authorize the City Manager to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

CNS Engineers is a California corporation. A copy of their Public Integrity Disclosure Form is included as Attachment A.

BACKGROUND:

The Engineering Services Department secured federal funding administered by the State of California Department of Transportation (Caltrans) through its federal Highway Bridge

City Council Staff Report
September 29, 2022 -- Page 2
CP 10-10 Amendment 1 to CNS Vista Chino Bridge

Program (HBP) to design and construct a new all -weather bridge on Vista Chino acr oss the Whitewater River. The location of the project is shown in Figure 1 below.

Figure 1

The Engineering Services Department worked with Caltrans to program and authorize $1,000,000 in the HBP to begin the Project Approval and Environmental Document (“PA/ED”) Phase of the Project on May 20, 2011. An additional $690,000 in HBP funds were further authorized by Caltrans on April 17, 2012. The federal HBP funds cover

88.53% of eligible project costs, requiring 11.47% local match. Total estimated project costs and funding sources for all project phases are identified in Table 1:

Table 1

Phase Federal HBP
Funds
CVAG
Regional
Measure A
Palm Springs
Local Measure
A
Cathedral City
Fair Share Totals
Preliminary
Engineering $8,578,557 $833,582 $256,656 $21,211 $9,690,000 Right-of-Way $7,861,464 $763,902 $227,066 $27,572 $8,880,000 Construction $67,663,479 $6,574,891 $2,024,375 $167,310 $76,430,000 Totals $84,103,500 $8,172,375 $2,508,097 $216,093 $95,000,000

The local funding match requirements were funded by CVAG with 75% Regional Measure A funds and the remaining 25% appropriately split between Palm Springs and Cathedral City.

On January 18, 2012, the City Council awarded a new PSA to CNS (Agreement No. 6191) in the amount of $1,438,483.95 for the PA/ED Phase of the Project.

On July 11, 2018, the City Council awarded the design phase of the project to CNS (Agreement No. 6191B) in the amount of $4,462,085.33.

I I I I
-'
IL
City Council Staff Report
September 29, 2022 -- Page 3
CP 10-10 Amendment 1 to CNS Vista Chino Bridge

STAFF ANALYSIS:

The proposed amendment will allow CNS Engineers to conduct the required VA study, design a retaining wall required by the project, perform environmental re- validation, updated water quality permitting , and eliminate the unneeded habitat mitigation and monitoring plan task. CNS Engineers has prepared a proposal for the additional work and their proposal is included in, and will be made part of, the amended agreement.

Staff supports and has prepared Amendment No. 1 in the amount of $252,412.72 to Agreement No. 6191B with CNS Engineers, included as Attachment B.

ENVIRONMENTAL ASSESSMENT:

Section 21084 of the California Public Resources Code requires Guidelines for Implementation of the California Environmental Quality Act (“CEQA”). In accordance with the CEQA Guidelines, the City acting as “Lead Agency” pursuant to CEQA, prev iously completed an environmental analysis of the potential impacts resulting from construction of the Project. On January 13, 2016, the City Council adopted and ordered the filing of a Mitigated Negative Declaration for the Project. Subsequently, on January 14, 2016, Staff filed a Notice of Determination with the Riverside County Clerk and State Clearinghouse.

The Project is funded, in part, by federal funds, requiring local oversight by Caltrans. As a federally funded project, the Project is subject to environmental review pursuant to the National Environmental Policy Act (“NEPA”) . On January 26, 2016, Caltrans, acting as the lead agency pursuant to NEPA, made an environmental determination that the Project does not individually or cumulatively have a significant impact on the environment as defined by NEPA and is excluded from the requirements to prepare an Environmental Assessment (“EA”) or Environmental Impact Statement (“EIS”), and that it qualifies for a Categorical Exclusion in accordance with 23 USC 327.

ALIGNMENT WITH STRATEGIC PLANNING:

This item aligns with City Council Priority “Community Infrastructure”, specifically Priority 3B, 5-Year Capital Improvement Plan, which identifies high priority facilities.

FISCAL IMPACT:

Pursuant to funding agreements with CVAG and Cathedral City, the local funding match requirements were funded by C VAG with 75% Regional Measure A funds and the remaining 25% appropriately split between Palm Springs and Cathedral City. This reduces the City’s responsibility of the $95 million total project cost to approximately $2.5 million, which is funded with the City’s Local Measure A funds. Expenditures to encumber the contract amendment will be made as follows:

Capital Project Fund (261): $223,460.98 (88.53% State and Federal share) Measure A (134) – Regional (134): $21,713.81 (75% of 11.47% CVAG share) Measure A (134) – Local: $7,237.93 (25% of 11.47% City Share)

City Council Staff Report
September 29, 2022 -- Page 4
CP 10-10 Amendment 1 to CNS Vista Chino Bridge

REVIEWED BY:

City Engineer: Joel Montalvo
Deputy City Manager: Flinn Fagg
Interim City Manager: Teresa Gallavan

ATTACHMENTS:

A. Public Integrity Disclosure Form
B. Amendment No. 1

Attachment A

CITYOFPALMSPRINGS–PUBLICINTEGRITYDISCLOSURE
APPLICANTDISCLOSUREFORM
Page1of2
(Revised0ϵϭϯ18) 

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entit y

2. Address of Entit y (Principle Place of Business)

3. Local or California Address (if different than #2)

4. State where Entit y is Registered with Secretary of State If other than California, is the Entity also registered in California? F Yes F No

5. T ype of Entity
F Corporation F Limited Liability Company F Partnership F Trust F Other (please specify)

6. Officers, Directors, Members, Mana gers, Trustees, Other Fiduciaries (please s pecify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity _________________________________________________ F Officer F Director F Member F Manager [name]
F General Partner F Limited Partner
F Other ____________________________________
_________________________________________________ F Officer F Director F Member F Manager [name]
F General Partner F Limited Partner
F Other ____________________________________
_________________________________________________ F Officer F Director F Member F Manager [name]
F General Partner F Limited Partner
F Other ____________________________________
CNS Engineers, Inc.
11870 Pierce Street, Suite 265, Riverside, CA 92505
California
X
Jong-Jiann (James) Lu XX
Hui-Min (Lily) Huang XX

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Jong-Jiann (James) Lu 100%, CNS Engineers, Inc.

Jong-Jiann (James) Lu, President
1-9-2019

Attachment B

AMENDMENT NO. 1 TO CONTRACT SERVICES AGREEMENT NO. 6191B

FOR THE VISTA CHINO LOW-WATER CROSSING BRIDGE AT THE WHITEWATER RIVER, CITY PROJECT NO 10-10, FEDERAL-AID PROJECT NO. BR-NBIL (513)

This Amendment No. 1 to the Contract Services Agreement (A6191B), (“Amendment No. 1”) is made and entered into on the ____ day of __________, 2022, by and between the CITY OF PALM SPRINGS, a California charter City and municipal corporation, (herein “City”) and CNS Engineers, a California corporation, (herein “Consultant”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”.

RECITALS

WHEREAS, on July 11, 2018, the City Council approved that certain Contract Services Agreement with CNS Engineers for professional engineering and consulting services related to the Vista Chino Low-Water Crossing Bridge at the Whitewater River, City Project No. 10-10, Federal-Aid Project No BR-NBIL513, (the “Project”); and

WHEREAS, the City has determined that there is a need for additional professional services related to the Project; and

WHEREAS, the Parties wish to enter into this Amendment No. 1 to provide the City with the requested additional professional services.

NOW, THEREFORE, in consideration of these promises and mutual obligations, covenants, and conditions, the Parties agree to as follows:

AGREEMENT

SECTION 1. The true and correct recitals above are incorporated by this reference herein as the basis for this Amendment No. 1.

SECTION 2. Section 1.1, Scope of Services of the Agreement is hereby amended as follows:

The additional services identified in the Consultant’s letter dated August 10, 2022, included herewith as Attachment 1, are hereby incorporated into Exhibit “A” of the Agreement.

SECTION 3. Section 3.1 Compensation of Consultant of the Agreement is hereby amended as follows:

The total amount of compensation is increased by $252,412.71 for a new total not to exceed amount of $4,714,498.04 and described in Exhibit “C”.

SECTION 4. Full Force and Effect. All terms, conditions, and provisions of the Contract Services Agreement (A6191B), unless specifically modified herein, shall

continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment No. 1 and any provision of the Contract Services Agreement (A6191B), the provisions of this Amendment No. 1 shall in all respects govern and control.

SECTION 5. The persons executing this Amendment No. 1 on behalf of the Parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said Party, (iii) by so executing this Amendment No. 1, such Party is formally bound to the provisions of this Amendment No. 1, (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said Party is bound.

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, the Parties have executed and entered into this Amendment No. 1 as of the dates stated below.

“CITY”
City of Palm Springs

Date: _______________________ By: ________________________ Teresa Gallavan
Interim City Manager

APPROVED AS TO FORM: ATTEST:

By: _______________________ By: _______________________ Jeffrey S. Ballinger Brenda Pree
City Attorney City Clerk

“CONSULTANT”

By: CNS Engineers

Date: _______________________ By: ________________________ Signature

________________________
Printed Name/Title

Date: _______________________ By: ________________________ Signature

________________________
Printed Name/Title

Civil and Structural Engineers

CNS Engineers, Inc. 11870 Pierce Street, Suite 265, Riverside, CA 92505 Phone: (951) 687-1005 / Fax: (951) 667-3387 / Web: www.cnseng.com 1 | Page

August 10, 2022

Mr. Joel Montalvo, MPA, PE
City Engineer, Development Services Department
City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262

Subject: Request for Contract Amendment No. 1
Vista Chino Low-Water Crossing Bridge at Whitewater River, City Project No. 10-10
Federal Aid Project No. BR-NBIL(513)

Dear Mr. Montalvo:

CNS Team requests additional budget to reflect extra work as follows:

1. Value Analysis Study
The project is federally funded and shall follow Caltrans Local Assistance procedures.

The Caltrans Local Assistance Program Guidelines (LAPG), Chapter 6 Highway Bridge Program (HBP) was recently updated in May 2021. The new guidelines include requirements of Value Analysis (VA) to ensure that a cost-effective engineering alternative is used for the design. VA is a systematic process of review and analysis of a project during the design phases, by a multi-disciplined team of persons not involved in the project. For local HBP projects, a VA must be done when either the R/W or construction phase exceeds federal funds of $40 million. The participating federal funds for construction of the Vista Chino Bridge Project are approximately $67 million, which far exceeds the threshold of $40 million requiring VA. The need of VA has been confirmed by Caltrans.

A new Task 2.10 of Value Analysis Study is proposed to be added to the project scope.

The multi-disciplined VA Team comprises the following consulting firms:
 Value Management Strategies (VMS): VM S will serve as the VA moderator and team leader and will prepare a VA summary report per Caltrans requirements.  Kimley-Horn (a subconsultant to VMS) : Kimley-Horn will provide expertise in Bridge Design.
 WEBB (a subconsultant to VMS): W EBB will provide expertise in Drainage, Roadway and Traffic.
 PreScience Corporation (in the original CNS Team): PreScience will provide expertise in bridge construction.

VMS has extensive experience in leading VA effort for various Caltrans and Local projects. They are well recognized by Caltrans. VMS has been audited by Caltrans for FY 2020 with an Acceptance ID of D2021-0886.

Mr. Joel Montalvo, MPA, PE
Request for AMD No. 1
August 10, 2022
2 | Page

In addition to the VA Team, members of CNS Engineering Design Team will attend the VA meetings for project introduction, briefing of value analysis recommendations, and respond to comments and revise drawings, as necessary, to finalize the study.

2. Environmental Re-Validation
The original project scope includes Task 4.1 Environmental Re-Validations, which includes coordination with Caltrans to re-validate the environmental NEPA document up to three times when the project moves to new phases such as right of way and construction. The original scope has assumed that the project and setting / circumstances will not have changed since the environmental document was adopted and that no technical analysis or evaluations will need to be conducted.

The first NEPA re-validation for the Right of Way phase has been completed, and Caltrans has authorized the Right of Way phase. Since the original scope of work was prepared some changes to the environmental setting have occurred. The project changes necessitate additional technical evaluation to support the second intermediate Environmental Re-Validation.

Since the adoption of the original NEPA document, the conditions at the project site have changed as the Coachella Valley (CV)/LINK Trail has been constructed on the west side of the Whitewater River between Vista Chino and Ramon Road. The presence of the new trail requires a technical Section 4(f) evaluation in a “de minimis finding” to support the original NEPA Categorical Exclusion (CE) determination. The Section 4(f) documentation will require public circulation and approval by Caltrans. In addition, a brief CEQA summary memorandum will be prepared for the City’s files.

To eliminate confusion, the original scope of Task 4.1 is replaced in its entirety. The cost presented in the cost proposal is additive to the cost included for Task 4.1 in the original executed agreement.

3. Section 401 Water Qu ality Permitting
The original project scope includes Task 4.4 Permitting [1602, 404, 401]. There have been several changes to the permitting regulations and requirements that have occurred since the original scope of work for the project was submitted. There is the potential that additional regulations/requirements/guidance will be issued prior to issuance of the permits for the Vista Chino Bridge project. This amendment addresses changes in effect as of April 1, 2022.

Additional technical analyses for Section 401 Permitting will be conducted as follows:
 Complete Environmental Impact Anal ysis that quantifies the proposed impacts.  Conduct Engineering Alternative Analysis. The design team will review the following additional two alternatives:
o A 1,200-foot-long bridge similar to the downstream Ramon Road Bridge

Mr. Joel Montalvo, MPA, PE
Request for AMD No. 1
August 10, 2022
3 | Page

o A 1,900-foot-long bridge with a series of culverts on the easterly portion of the channel to minimize flow impingement against the proposed roadway embankment and allow sediment to pass through
 Prepare a Compensatory Mitigation Pl an that identifies agency approved mitigation banks or In-Lieu Fee programs to mitigate for permanent impacts on aquatic resources.
 Prepare a Restoration Plan that is expec ted to be required as a condition of the Section 401 Water Quality Certification and CDFW 1602 Streambed Alteration Agreement. The Restoration Plan is expected to address the restoration of temporary impact areas within the project site.

To eliminate confusion, the original scope of Task 4.2 is replaced in its entirety. The cost presented in the cost proposal is additive to the cost included for Task 4.2 in the original executed agreement.

4. Add a retaining wall at the southwest quadrant of the project site.

The original project scope per the approved Geometric Approval Drawings is to grade the southwest quadrant area near the outlet of the Palm Springs Storm Drain 14 along the elevated west approach. During the development of the final design involving permitting review with Riverside County Flood Control and Water Conservation District (RCFC&WCD), RCFC&WCD requested the area beside the storm drain outlet to be cleared from any grading in order to maintain access for channel maintenance vehicles.

As such, the design of a new 157-foot-long retaining wall will be required and is added to the Task 3.2 65% Retaining Wall Plans for a total of three walls.

5. Eliminate Task 4.3 - Habitat Mitigation and Monitoring Plan (HMMP) It is assumed that permittee-responsible mitigation will not be utilized for this project (i.e., environmental impacts will be mitigated by purchasing credits from agency-approved mitigating banks or In-Lieu Fee Program). Ther efore, Task 4.3 is eliminated from the scope of work and the budget for this task is credited back to the City.

We request budget adjustment among tasks as shown in the following table:

Task Current Contract
Amount
Proposed
Amendment
Amended
Contract Amount
Task 2.10, Value Analysis Study (New Task) $0.00 $106,689.31 $106,689.31 Task 3.2, 65% Retaining Wall Plans $85,878.93 $18,062.70 $103,941.63 Task 4.1, Environmental Re-Validations $19,317.89 $64,525.51 $83,843.40 Task 4.2, Permitting Updates [1602,404, 401] $72,623.69 $78,599.94 $151,223.63 Task 4.3, Habitat Mitigation and Monitoring
Plan (HMMP) $62,386.25 ($62,386.25) $0.00
Other Direct Cost (ODC) $261,730.10 $46,921.50 $308,642.81 Subtotal $252,412.71

Mr. Joel Montalvo, MPA, PE
Request for AMD No. 1
August 10, 2022
4 | Page

(Current Contract Amount)
Plans, Specifications, and Estimate (PS&E): $4,462,085.33 Right of Way and Construction Supports: $933,887.66
Total Contract Amount: $5,395,972.99

(Proposed Amendment No.1)
Plans, Specifications, and Estimate (PS&E): $252,412.71 Right of Way and Construction Supports: $0.00 Total Amendment Amount: $252,412.71

(Amended Contract Amount)
Plans, Specifications, and Estimate (PS&E): $4,714,498.04 Right of Way and Construction Supports: $933,887.66
Total Amended Contract Amount: $5,648,385.70

We look forward to approval of this contract amendment request and continue to deliver the final design and right of way phases of the project. Should you have any questions about this proposal, please feel free to c ontact me at (951) 687-1005 ext.104 or by e- mail at [email protected].

Sincerely,

James Lu, P.E., S.E.

Project Manager / Principal
CNS Engineers, Inc.

Attachments:

1. Cost Proposal Work Sheets

2. Scope of Work with ex tra work shown in blue

Task No. Task Description Task Labor Cost
Task 1

1.1 Project Administrati on and Project Controls -$

1.2 Meetings and Coordination -$

1.3 Quality Assurance and Quality Control -$

1.4 Local Assistance Supports -$
Task 2

2.1 Obtain Survey and Potholing Rights of Entry -$

2.2 Update Topographic Field Survey -$

2.3 Geotechnical Investiga tions and Design Reports -$

2.4 Pavement Rehabilitation Investigations and Recommendation -$

2.5 Utility Potholing -$

2.6 Traffic Management Plan a nd Traffic Index Calculation -$

2.7 Prepare Storm Water Pollution Prevention Plan (SWPPP) -$

2.8 Utility Relocation Coordination -$

2.9 Caltrans Encroachme nt Permit (Highway 111) -$

2.10 Value Analysis Study 106,689.31$
Task 3

3.1 65% Roadway Plans -$

3.2 65% Retaining Wall Plans 18,062.70$

3.3 65% Storm Drain Plans and Final Drainage Report -$

3.4 65% Channel Improvement Pl ans and Final Hydraulics Report -$

3.5 65% Landscaping Consultation/Planting Details Plan -$

3.6 65% Stage Construction Plans -$

3.7 65% Traffic Control Plans -$

3.8 65% Sign and Striping Plans -$

3.9 65% Traffic Signal Modification Plans -$

3.10 65% Street/Bridge Lighting Plans -$

3.11 100% Civil Roadway PS&E -$

3.12 65% Unchecked Structure Plans -$

3.13 Bridge Design Independent Check -$

3.14 100% Structure PS&E -$
8/9/2022

CITY OF PALM SPRINGS
Federal Project No. BR-NBIL (513), City Project No. 10-10

COST PROPOSAL
Vista Chino Low-Water Crossing Bridge at the Whitewater River S
ummary of Task Costs
Final Design Reports and Studies
Project Management
Plans, Specifications and Estimate (PS&E)
Plans, Specifications and Estimates (PS&E)
Structure PS&E
Civil Roadway PS&E
Project PS&E
1

Task No. Task Description Task Labor Cost
8/9/2022

CITY OF PALM SPRINGS
Federal Project No. BR-NBIL (513), City Project No. 10-10

COST PROPOSAL
Vista Chino Low-Water Crossing Bridge at the Whitewater River Summary of Task Costs

3.15 Final Design PS&E -$

3.16 Final Contract Bid Documents -$
Task 4

4.1 Environmental Revalidations 64,525.51$

4.2 Permitting Updates [1602, 404, 401] 78,599.94$

4.3 Habitat Mitigation and Monitoring Plan (HMMP) (62,386.25)$

4.4 Planting Plans -$
Task 5

5.1 Legal Descriptions and Plats -$

5.2 Right-of-Way Appraisal, Negotiation, Acquisition and Caltrans Certification -$
Task 6

6.1 Attend a Pre-Bid Meeting -$

6.2 Bidding Interpretations -$

6.3 Bid Review and Analysis -$

6.4 Attend a Pre-Construction Meeting and Site Meetings -$

6.5 Respond Contractor's RFIs and Review Shop
Drawings/Submittals -$

6.6 Prepare Construc tion Change Orders -$

6.7 Prepare As-Built Plans -$

6.8 Letter of Map Revision (LOMR) -$
205,491.21$
46,921.50$
252,412.71$
252,412.71$
-$
Design Construction Support Services (CON Phase) [Task 6] -$ Right-of-Way Services
Environmental Permitting
Right-of-Way Services (R/W Phase) [Task 5]
Bidding and Construction Phase Supports
Total Other Direct Cost (ODC)
Total Cost
Breakdown of Cost Categories
Engineering Design PS&E (PE Phase) [Tasks 1 to 4 and ODC] Total Labor Cost
Design Construction Supports
2

CITY COUNCIL STAFF REPORT
09/29/2022   1. T.

City Clerk -

SUBJECT
APPROVE A THREE-YEAR AGREEMENT WITH SIMPLIFY COMPLIANCE LLC TO PROVIDE EMPLOYEE HEALTH AND SAFETY MANAGEMENT COMPLIANCE

SOFTWARE
RECOMMENDATION:

Approve a three-year agreement with Simplify Compliance LLC to provide employee health and safety management compliance software for an amount not to exceed $20,131 per year, subject to amendments and allowable inflation adjustments.

1. Authorize the City Manager to execute all documents.2.

Attachments
Item 1T

CITY COUNCIL STAFF REPORT

DATE: SEPTEMBER 29, 2022 CONSENT CALENDAR

SUBJECT: APPROVE A THREE- YEAR AGREEMENT WITH SIMPLIFY

COMPLIANCE LLC TO PROVIDE EMPLOYEE HEALTH AND SAFETY

MANAGEMENT COMPLIANCE SOFTWARE

FROM: Teresa Gallavan, Interim City Manager

BY: Department of Human Resources

SUMMARY:

This action will approve a service agreement with Simplify Compliance LLC, a Delaware limited liability company to provide employee health and safety manager compliance software granting the City access and support to Employee Health and Safety ( EHS) Hero.

RECOMMENDATION:

1) Approve a three- year agreement with Simplify Compliance LLC to provide employee health and safety management compliance software for an amount not to exceed $ 20,131 per year , subject to amendments and allowable inflation adjustments.

2) Authorize the City Manager to execute all documents.

BUSINESS PRINCIPAL DISCLOSURE:

A copy of the Public Integrity Disclosure Form for Simplify Compliance LLC is included as Attachment A.

BACKGROUND:

The City had utilized Keenan and Associates to manage Cal/OSHA safety compliance and conduct required safety trainings until 2019. The contract was replaced by a full-time Occupational Health & Safety Specialist position and in March 2022 was reclassified to an Occupational Health & Safety Manager. In order to improve and maintain the City’s employee health and safety program, specialized software is required to deliver and track mandated safety trainings and manage incident reporting.

City Council Staff Report
September 29, 2022 -- Page 2
Simplify Compliance Contract Approval

STAFF ANALYSIS:

Safety regulations, laws, and accepted best practices are constantly changing. Safety management and incident reporting software is essential to maintaining compliance with Cal/OSHA safety & health training and instruction requirements . Utilizing safety management software, like EHS Hero provided by Simplify Compliance LLC, will assist the City with improved employee safety training and streamlined injury reporting; it may also reduce the amount of workplace injuries as a result.

EHS Hero was selected as the top safety management software through a formal procurement process in compliance with section 7.03.060 of the City of Palm Springs Municipal Code. The City will require continuing use of a safety management software in future years, so Staff is seeking City Council approval in accordance with Municipal Code Title 7 adopted by Ordinance in July of 2021, which predicates approval levels based upon the cumulative value of contracts and continuous purchases of the same goods and services.

ENVIRONMENTAL ASSESSMENT
:

The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested action is to approve contracts for the above- mentioned services, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.

ALIGNMENT WITH STRATEGIC PLANNING:

The requested action aligns with the City Council Priority 4A, Good Governance.

FISCAL IMPACT:

Funds have been budgeted and are available for Fiscal Year 2022-23 in the Department of Human Resources Account 5401085.

REVIEWED BY:

Department Director: Stephanie George
Deputy City Manager: Jeremy Hammond
Interim City Manager: Teresa Gallavan

City Council Staff Report
September 29, 2022 -- Page 3
Simplify Compliance Contract Approval

ATTACHMENTS:

A. Business Disclosure Form
B. Service Agreement

ATTACHMENT A

PUBLIC

INTEGRITY

DISCLOSURE

APPLICANT

DISCLOSURE
FORM

1. Name
of
Entity
Simplify
Compliance
LLC

2. Address
of
Entity
(Principle
Place
of
Business)

3. 4.
5511
Virginia
Way
Ste
150,
Brentwood,
TN
37027
Local
or
California
Address
(if
different
than
#2)
State
where
Entity
is
Registered
with
Secretary
of
State
Delaware
If
other
than
California,
is
the
Entity
also
registered
in
California?~
Yes
n
No

5. Type
of
Entity
D
Corporation
!;a
Limited
Liability
Company
D
Partnership
D
Trust
D
Other
(please
specify)

6. Officers,
Directors,
Members,
Managers,
Trustees,
Other
Fiduciaries
(please
specify)
Note:

If
any
response
is
not
a
natural
person,
please
identify
all
officers,
directors,
members,
managers
and
other
fiduciaries
for
the
member,
manager,
trust
or
other
entity
_D_a_n_O_sw_a_ld
______________
i;a
Officer
D
Director
D
Member
D
Manager
[name]
D
General
Partner
D
Limited
Partner

Other
___________
_
_ L_a_wt_o_n_M_il_le_r
_____________
1:21
Officer
D
Director
D
Member
D
Manager
[name]
D
General
Partner
D
Limited
Partner

Other
____________
_
_ B_r_a_d_F_o_rr_is_t_e_r
_____________
0 Officer
D
Director
D
Member
D
Manager
(Revised
09 13
18)
[name]
D
General
Partner
D
Limited
Partner

Other
___________
_
CITY
OF
PALM

SPRINGS-
PUBLIC

INTEGRITY

DISCLOSURE

APPLICANT

DISCLOSURE
FORM
Page
1 of
2

7. Owners/Investors
with
a
5%
beneficial
interest
in
the
Aoolicant
Entity
or
a
related
entity

EXAMPLE JANEDOE
50%,
ABC

COMPANY,
Inc.
[name
of
owner/investor]
[percentage
of
beneficial
interest
in
entity
and
name
of
entity]
A.

Leeas
VI
t::SLR
AIV
LP
55%
[name
of
owner/investor]
[percentage
of
beneficial
interest
in
entity
and
name
of
entity]
B.

SC
Compliance
Limited
10%
[name
of
owner/investor]
[percentage
of
beneficial
interest
in
entity
and
name
of
entity]
C.

PPM
America
Private
Equity
Fund
VI
LP
11%
[name
of
owner/investor]
[percentage
of
beneficial
interest
in
entity
and
name
of
entity]
D.

GOF
1 SC
Holdings
LLC
6%
[name
of
owner/investor]
[percentage
of
beneficial
interest
in
entity
and
name
of
entity]
E.
[name
of
owner/investor]
[percentage
of
beneficial
interest
in
entity
and
name
of
entity]

I DECLARE
UNDER
PENAL
TY
OF

PERJURY
UNDER
THE
LAWS
OF
THE
STATE
OF

CALIFORNIA
THAT
THE

FOREGOING
IS
TRUE
AND
CORRECT.

Date 9/21/2022
Brad
Forrister,
VP
Legal
(Revised
09 13
18)
CITY
OF
PALM

SPRINGS
-
PUBLIC

INTEGRITY

DISCLOSURE

APPLICANT

DISCLOSURE
FORM
Page
2 of
2 ATTACHMENT B

CONTRACT SERVICES AGREEMENT
EHS HERO /TRAINING TODAY Employee Health and Safety Management Compliance Software
THIS AGREEMENT FOR CONTRACT SERVICES ("Agreement") is made and entered into on October 1, 2022, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Business & Learning Resources, a division of Simplify Compliance LLC, a Delaware limited liability company ("Contractor" or "BLR").

City and Contractor are individually referred to as "Party" and are collectively referred to as the "Parties".

RECITALS
A. City requires the services of a Simplify Compliance LLC for Employee Health and Safety Management Compliance Software ("Project").

B. Contractor has submitted to City a proposal to provide Employee Health and Safety Management Compliance Software to City under the terms of this Agreement.

C. Based on its experience, education, training, and reputation, Contractor 1s qualified and desires to provide the necessary services to City for the Project.

D. City desires to retain the services of Contractor for the Project.

NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. CONTRACTOR SERVICES

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated herein by reference (the "Services" or "Work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern.

1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when Revised 2.9.22
55575.18100\40507022. l

4. PERFORMANCE

SCHEDULE

4.1 Time
of
Essence.

Time
is
of
the
essence
in
the
performance
of
this
Agreement.

4.2 Schedule
of
Performance.

All
Services
rendered
under
this
Agreement
shall
be
performed
under
the
agreed
upon
schedule
of
performance
set
forth
in
Exhibit
"A."
Any
time
period
extension
must
be
approved
in
writing
by
the
Contract
Officer.

4.3 Force
Maieure.

The
time
for
performance
of
Services
to
be
rendered
under
this
Agreement
may
be
extended
because
of
any
delays
due
to
a
Force
Majeure
Event,
if
Contractor
notifies
the
Contract
Officer
within
ten
(10)
days
of
the
commencement
of
the
Force
Majeure
Event.

A
Force
Majeure
Event
shall
mean
an
event
that
materially
affects
the
Contractor's
performance
and
is
one
or
more
of
the
following:
(I)
Acts
of
God
or
other
natural
disasters
occurring
at
the
project
site;
(2)
terrorism
or
other
acts
of
a
public
enemy;
(3)
orders
of
governmental
authorities
(including,
without
limitation,
unreasonable
and
unforeseeable
delay
in
the
issuance
of
permits
or
approvals
by
governmental
authorities
that
are
required
for
the
Work);
and
( 4)
pandemics,
epidemics
or
quarantine
restrictions.

For
purposes
of
this
section,
"orders
of
governmental
authorities,"
includes
ordinances,
emergency
proclamations
and
orders,
rules
to
protect
the
public
health,
welfare
and
safety,
and
other
actions
of
the
City
in
its
capacity
as
a
municipal
authority.

After
Contractor
notification,
the
Contract
Officer
shall
investigate
the
facts
and
the
extent
of
any
necessary
delay
and
extend
the
time
for
performing
the
Services
for
the
period
of
the
enforced
delay
when
and
if,
in
the
Contract
Officer's
judgment,
such
delay
is
justified.

The
Contract
Officer's
determination
shall
be
final
and
conclusive
upon
the
Parties
to
this
Agreement.

The
Contractor
will
not
receive
an
adjustment
to
the
contract
price
or
any
other
compensation.

Notwithstanding
the
foregoing,
the
City
may
still
terminate
this
Agreement
in
accordance
with
the
termination
provisions
of
this
Agreement.

4.4 Term.

Unless
earlier
terminated
in
accordance
with
Section

4.5 of
this
Agreement,
this
Agreement
shall
continue
in
full
force
and
effect
for
a
period
of
36 Months
commencing
on
October
I,
2022,
and
ending
on
September
30,
2025,
unless
extended
by
mutual
written
agreement
of
the
Parties.

4.5 Termination
Prior
to
Expiration
of
Term.

City
may
terminate
this
Agreement
at
any
time,
with
or
without
cause,
upon
thirty
(30)
days
written
notice
to
Contractor.

Where
termination
is
due
to
the
fault
of
Contractor
and
constitutes
an
immediate
danger
to
health,
safety,
and
general
welfare,
the
period
of
notice
shall
be
such
shorter
time
as
may
be
determined
by
the
City.

Upon
receipt
of
the
notice
of
termination,
Contractor
shall
immediately
cease
all
Services
except
such
as
may
be
specifically
approved
by
the
Contract
Officer.

Contractor
shall
be
entitled
to
compensation
for
all
Services
rendered
prior
to
receipt
of
the
notice
of
termination
and
for
any
Services
authorized
by
the
Contract
Officer
after
such
notice.

City
shall
not
be
liable
for
any
costs
other
than
the
charges
or
portions
thereof
which
are
specified
herein.

Contractor
shall
not
be
entitled
to
payment
for
unperformed
Services
and
shall
not
be
entitled
to
damages
or
compensation
for
termination
of
Work.

If
the
termination
is
for
cause,
the
City
shall
have
the
right
to
take
whatever
steps
it
deems
necessary
to
correct
Contractor's
deficiencies
and
charge
the
.
cost
thereof
to
Contractor,
who
shall
be
liable
for
the
full
cost
of
the
City's
corrective
action.

Revised

2.9.22 Page
3 of
28 5 557
5 .18
l 00\40507022
. l

5.5 Personnel.

Contractor
agrees
to
assign
the
following
individuals
to
perform
the
services
in
this
Agreement.

Contractor
shall
not
alter
the
assignment
of
the
following
personnel
without
the
prior
written
approval
of
the
Contract
Officer.

Acting
through
the
City
Manager,
the
City
shall
have
the
unrestricted
right
to
order
the
removal
of
any
personnel
assigned
by
Contractor
by
providing
written
notice
to
Contractor.

Name: NIA
NIA

5.6 California
Labor
Code
Requirements.

A.

Contractor
is
aware
of
the
requirements
of
California
Labor
Code
Sections
1720
et
seq.
and
1770
et
seq.,
which
require
the
payment
of
prevailing
wage
rates
and
the
performance
of
other
requirements
on
certain
"public
works"
and
"maintenance"
projects
("Prevailing
Wage
Laws").

If
the
Services
are
being
performed
as
part
of
an
applicable
"public
works"
or
"maintenance"
project,
as
defined
by
the
Prevailing
Wage
Laws,
and
if
the
total
compensation
is
$15,000
or
more
for
maintenance
or
$25,000
or
more
for
construction,
alteration,
demolition,
installation,
or
repair,
Contractor
agrees
to
fully
comply
with
such
Prevailing
Wage
Laws.

Contractor
shall
defend,
indemnify,
and
hold
the
City,
its
officials,
officers,
employees
and
agents
free
and
harmless
from
any
claims,
liabilities,
costs,
penalties
or
interest
arising out
of
any
failure
or
alleged
failure
to
comply
with
the
Prevailing
Wage
Laws.

It
shall
be
mandatory
upon
the
Contractor
and
all
subcontractors
to
comply
with
all
California
Labor
Code
provisions,
which
include
but
are
not
limited
to
prevailing
wages
(Labor
Code
Sections
1771,
1774
and
1775),
employment
of
apprentices
(Labor
Code
Section
1777.5),
certified
payroll
records
(Labor
Code
Sections
1771.4
and
1776),
hours
of
labor
(Labor
Code
Sections
1813
and
1815)
and
debarment
of
contractors
and
subcontractors
(Labor
Code
Section
1777.1).

B.

If
the
Services
are
being
performed
as
part
of
an
applicable
"public
works"
or
"maintenance"
project
and
if
the
total
compensation
is
$15,000
or
more
for
maintenance
or
$25,000
or
more
for
construction,
alteration,
demolition,
installation,
or
repair,
then
pursuant
to
Labor
Code
Sections
1725
.5
and
1771.1,
the
Contractor
and
all
subcontractors
performing
such
Services
must
be
registered
with
the
Department
of
Industrial
Relations.

Contractor
shall
maintain
registration
for
the
duration
of
the
Project
and
require
the
same
of
any
subcontractors,
as
applicable.

This
Agreement
may
also
be
subject
to
compliance
monitoring
and
enforcement
by
the
Department
of
Industrial
Relations.

It
shall
be
Contractor's
sole
responsibility
to
comply
with
all
applicable
registration
and
labor
compliance
requirements.

6. INSURANCE Contractor
shall
procure
and
maintain,
at
its
sole
cost
and
expense,
policies
of
insurance
as
set
forth
in
the
attached
Exhibit
"B",
incorporated
herein
by
reference.

7. INDEMNIFICATION. 7.1
Indemnification.

To
the
fullest
extent
permitted
by
law,
Contractor
shall
defend
(at
Contractor's
sole
cost
and
expense),
indemnify,
protect,
and
hold
harmless
City,
its
Revised

2.9.22 Page
5 of
28 5 557

5. 18100\40507022
.1

of
such
documents
for
Contractor's
own
use.

Contractor
shall
have
an
unrestricted
right
to
use
the
concepts
embodied
in
such
documents.

For
the
avoidance
of
doubt,
the
provisions
of
this
section
shall
not
apply
to
intellectual
property
owned,
licensed,
or
developed
by
the
Contractor
and
contained
within
the
applications
or
products
licensed
under
this
Agreement,
and
the
ownership
thereof
shall
be
governed
by
the
Terms
of
Use
included
as
Schedules
I
and
2 to
Exhibit
A. 8.4
Release
of
Documents.

All
drawings,
specifications,
reports,
records,
documents,
and
other
materials
prepared
by
Contractor
in
the
performance
of
Services under
this
Agreement
and
specifically
applicable
to
the
City
or
its
employees
shall
not
be
released
publicly
without
the
prior
written
approval
of
the
Contract
Officer.

8.5 Audit
and
Inspection
of
Records.

After
receipt
of
reasonable
notice
and
during
the
regular
business
hours
of
City,
Contractor
shall
provide
City,
or
other
agents
of
City,
such
access
to
Contractor's
books,
records,
payroll
documents,
and
facilities
as
City
deems
necessary
to
examine,
copy,
audit,
and
inspect
all
accounting
books,
records,
work
data,
documents,
and
activities
directly
related
to
Contractor's
performance
under
this
Agreement.

Contractor
shall
maintain
such
books,
records,
data,
and
documents
in
accordance
with
generally
accepted
accounting
principles
and
shall
clearly
identify
and
make
such
items
readily
accessible
to
such
parties
during
the
term
of
this
Agreement
and
for
a
period
of
three
(3)
years
from
the
date
of
final
payment
by
City
hereunder.

9. ENFORCEMENT
OF

AGREEMENT

9.1 California
Law.

This
Agreement
shall
be
construed
and
interpreted
both
as
to
validity
and
to
performance
of
the
parties
in
accordance
with
the
laws
of
the
State
of
California.

Legal
actions
concerning
any
dispute,
claim,
or
matter
arising
out
of
or
in
relation
to
this
Agreement
shall
be
instituted
in
the
Superior
Court
of
the
County
of
Riverside,
State
of
California,
or
any
other
appropriate
court
in
such
county, and
Contractor
covenants
and
agrees
to
submit
to
the
personal
jurisdiction
of
such
court in
the
event
of
such
action.

9.2 Interpretation.

This
Agreement
shall
be
construed
as
a
whole
according
to
its
fair
language
and
common
meaning
to
achieve
the
objectives
and
purposes
of
the
Parties.

The
terms
of
this
Agreement
are
contractual
and
the
result
of
negotiation
between
the
Parties.

Accordingly,
any
rule
of
construction
of
contracts
(including,
without
limitation,
California
Civil
Code
Section
1654)
that
ambiguities
are
to
be
construed
against
the
drafting
party,
shall
not
be
employed
in
the
interpretation
of
this
Agreement.

The
caption
headings
of
the
various
sections
and
paragraphs
of
this
Agreement
are
for
convenience
and
identification
purposes
only
and
shall
not
be
deemed
to
limit,
expand,
or
define
the
contents
of
the
respective
sections
or
paragraphs.

9.3 Waiver.

No
delay
or
omission
in
the
exercise
of
any
right
or
remedy
of
a
non-
defaulting
Party
on
any
default
shall
impair
such
right
or
remedy
or
be
construed
as
a
waiver.

No
consent
or
approval
of
City
shall
be
deemed
to
waive
or
render
unnecessary
City's
consent
to
or
approval
of
any
subsequent
act
of
Contractor.

Any
waiver by
either
Party
of
any
default
must
be
in
writing.

No
such
waiver
shall
be
a waiver
of
any
other
default
concerning
the
same
or
any
other
provision
of
this
Agreement.

Revised

2.9 .22
55575.18100\40507022.1
Page
7 of
28

Section
7 .09
.040,
including
without
limitation
the
provision
of
benefits,
relating
to
non­
discrimination
in
city
contracting.

11. MISCELLANEOUS

PROVISIONS

11.1 Notice.

Any
notice,
demand,
request,
consent,
approval,
or
communication
that
either
Party
desires,
or
is
required
to
give
to
the
other
Party
or
any
other
person
shall
be
in
writing
and
either
served
personally
or
sent
by
pre-paid,
first-class
mail
to
the
address
set
forth
below.

Notice
shall
be
deemed
communicated
seventy-two
(72)
hours
from
the
time
of
mailing
if
mailed
as
provided
in
this
Section.

Either
Party
may
change
its
address
by
notifying
the
other
Party
of
the
change
of
address
in
writing.

To
City:

To
Contractor:

City
of
Palm
Springs
Attention:

City
Manager/
City
Clerk
3200
E.

Tahquitz
Canyon
Way
Palm
Springs,
California
92262
Business
&
Leaming
Resources
Attn:

VP
Legal
5511
Virginia
Way,
Suite
150
Brentwood,
TN
37027

11.2 Integrated
Agreement.

This
Agreement
constitutes
the
entire
understanding
between
the
Parties
and
supersedes
and
cancels
all
prior
negotiations,
arrangements,
agreements,
representations,
and
understandings,
if
any,
made
by
or
among
the
Parties
with
respect
to
the
subject
matter
in
this
Agreement.

11.3 Amendment.

No
amendments
or
other
modifications
of
this
Agreement
shall
be
binding
unless
through
written
agreement
signed
by
all
Parties.

11.4 Severability.

Whenever
possible,
each
provision
of
this
Agreement
shall
be
interpreted
in
such
a manner
as
to
be
effective
and
valid
under
applicable
law.

In
the
event
that
any
one
or
more
of
the
phrases,
sentences,
clauses,
paragraphs,
or
sections
contained
in
this
Agreement
shall
be
declared
invalid
or
unenforceable
by
valid
judgment
or
decree
of
a court
of
competent
jurisdiction,
such
invalidity
or
unenforceability
shall
not
affect
any
of
the
remaining
phrases,
sentences,
clauses,
paragraphs,
or
sections
of
this
Agreement,
which
shall
be
interpreted
to
carry
out
the
intent
of
the
Parties.

11.5 Successors
in
Interest.

This
Agreement
shall
be
binding
upon
and
inure
to
the
benefit
of
the
Parties'
successors
and
assignees.

11.6 Third
Party
Beneficiary.

Except
as
may
be
expressly
provided
for
in
this
Agreement,
nothing
contained
in
this
Agreement
is
intended
to
confer,
nor
shall
this
Agreement
be
construed
as
conferring,
any
rights,
including,
without
limitation,
any
rights
as
a
third-party
beneficiary
or
otherwise,
upon
any
entity
or
person
not
a party
to
this
Agreement.

Revised

2.9.22 55575.18100\40507022.1
Page
9 of
28

SIGNATURE
PAGE
TO

AGREEMENT
BY
AND

BETWEEN
THE
CITY
OF
PALM

SPRINGS
AND

BUSINESS
&

LEARNING

RESOURCES
("BLR"),
A

DIVISION
OF

SIMPLIFY

COMPLIANCE
LLC
IN

WITNESS

WHEREOF,
the
Parties
have
executed
this
Agreement
as
of
the
dates
stated
below. CONTRACTOR: By:~----------­
Signature
Date:
__________
_
CITY
OF
PALM
SPRINGS:

APPROVED
BY
CITY
COUNCIL:

Date:
___
Item
No.
__
_

APPROVED
AS
TO
FORM:

By:
-----------
City
Attorney
APPROVED:

By:
___________
_
Signature (2nd
signature
required
for
Corporations)
Date:
___________
_
ATTEST: By:
__________
_
City
Clerk
By:_____________
Date:
__________
_
City
Manager
-
over
$50,000
Deputy/
Assistant
City
Manager
-
up
to
$50,000
Director-
up
to
$25,000
Manager-
up
to
$5,000
Revised

2.9.22 55575.18100\40507022.
l
Page
11 of
28

•
Downloadable
user
guides
and
instructional
videos
•
live
phone
support
•
Email
support
Product
Delivery
&
Support-
TrainingToday
BLR
will
provide
Customer
with
the
following:
a.

Content
will
be
updated
as
necessary
to
reflect
changes
in
laws
and
regulations
affecting
course
content. b.

Customer
shall
have
access
to
BLR's
customer
support
and
technical
support,
either
online
or
by
telephone,
during
its
posted
customer
support
hours,
subject
to
the
limitations
of
the
Service
Level
Agreement
attached
hereto
as
Schedule

3. Annual
Subscription
Fees
Products
Annual
Subscription
Fees
Total
Subscription
Fees
EHS
Hero
Compliance
&
Management
Suite
$20,131
$60,394
TrainingToday
LMS
Platinum
Scope
of
Implementation
Services
-
EHS
Hero
BLR
will
provide
all
project
management
services
to
ensure
the
timely
and
successful
deployment
of
subscribed
digital
products
to
include
two
hours
of
virtual
training
upon
implementation.

Data
conversion
services
can
be
requested
by
Client.

This
can
be
provided
and
would
be
documented
with
a scope
of
work
by
BLR
during
implementation
and
quoted
separately.

BLR
will
provide
technical
assistance
and
direction
if
Client
elects
to
convert
historical
data
in-house.

Creation
of
data
integrations
by
BLR
for
Client
(e.g.,
data
file
sent
to
Client's
worker's
compensation
provider)
will
be
individually
documented and
quoted
to
reflect
a one-time
development
fee
based
on
the
estimated
number
of
hours
of
professional
services
required
for
each
integration
project
and
an
hourly
rate
of
$150.

BLR
will
provide
ongoing
professional
services
for
the
maintenance
of
each
integration
(e.g.,
updates,
revisions,
etc.)
which
will
be
billed
at
an
annual
rate
of
20%
of
the
one-time
development
fee.

The
annual
maintenance
fee
for
each
integration
will
be
invoiced
to
coincide
with
Client's
annual
subscription
fees
for
digital
products.

Agreement
Term
Revised

2.9.22 55575.18100\40507022.
l
Page
13 of
28

Exhibit
A
-
Schedule
1 Terms
and
Conditions
-
EHS
Hero
These
Terms
and
Conditions
shall
apply
to
Customer's
use
of
the
BLR
Services
licensed
under
this
Service
Agreement.

As
used
herein,
"You"
shall
refer
to
Customer
or
customer's
individual
licensed
users.
"Us"
shall
refer
to
BLR,
as
hereinbefore
defined.

In
the
event
of
conflict
between
the
terms
and
conditions
in
Exhibit
"A"
-
Schedule
1-
EHS
Hero
Services
Agreement
and
the
terms
and
conditions
in
the
Agreement,
the
Agreement
shall
govern.

1.1 Service
Agreement.

You
agree
to
abide
by
all
the
provisions
in
this
Service
Agreement
in
order
to
remain
an
authorized
user
of
the
Services,
and
your
use
of
the
Services
constitutes
your
agreement
to
abide
by
these
provisions.

1.2 Passwords.

Sharing
or
distributing
your
username
and
password
to
others
for
access
to
the
Services
is
prohibited
and
may
result
in
termination
of
your
account.

BLR
makes
multi-user
and
site
licenses
available
for
subscribers
needing
broader
access.

1.3 Changes.

The
Terms
and
Conditions
in
this
document
will
control
over
the
Terms
and
Conditions
expressed
on
the
site.

1.4 Changes
to
Services.

BLR
is
constantly
changing,
updating,
and
improving
its
Services.

BLR
reserves
the
right,
in
its
sole
discretion,
to
change,
limit,
or
discontinue
any
aspect,
content,
tool,
or
feature
that
is
a
part
of
the
Services.

1.5 Restrictions,
suspensions.

BLR
further
reserves
the
right,
in
its
sole
discretion,
to
restrict
the
use
of
the
Service
as
well
as
suspend
or
revoke
your
rights
to
use
the
Services
based
on
BLR's
belief
that
your
use
of
the
Services
violates
that
permitted
by
this
Service
Agreement
or
applicable
law.

2. Rights
in
Service
Content
and
the
Service

2.1 Copyright.

The
Services,
together
with
all
content
and
tools
provided
by
BLR
on
the
Services,
are
protected
by
copyright,
trademark
and/or
other
applicable
intellectual
property
and
proprietary
rights
laws
and
are
owned,
controlled,
and/or
licensed
by
BLR.

All
trademarks
appearing
on
the
Services
are
the
property
of
their
respective
owners.

You
agree
not
to
use
any
trademarks
or
copyrighted
material
without
express
written
permission
of
BLR.

You
agree
that
you
do
not
acquire
any
ownership
rights
in
any
downloaded
content.

2.2 Personal
use.

You
may
search,
retrieve,
display,
download, and
print
content
from
the
Services
solely
for
your
personal
research
and
reference
purposes
only
(either
for
the
benefit
of
yourself
or
for
the
benefit
of
your
employer).

You
shall
make
no
other
use
of
the
content
without
the
express
written
permission
of
BLR.

If
you
wish
to
add
users
within
your
organization,
multiple-user
accounts
and
site
licenses
can
be
obtained
by
calling
800-727-5257.

2.3 Prohibited
uses.

You
will
not
modify,
publish,
distribute,
transmit,
participate
in
the
transfer
or
sale,
translate,
create
derivative
works,
or
in
any
way
exploit
other
than
as
set
forth
herein,
any
of
the
content,
tools,
or
technology,
in
whole
or
in
part,
found
on
the
Services.

Further,
you
shall
not
engage
in
any
systematic
downloading
or
other
activity
directed
towards
any
of
the
content,
in
whole
or
in
part,
found
on
the
Services
that
would
create
any
electronic
database
or
archive
containing
such
content.

You
are
also
prohibited
from
using
frames
or
iFrames
when
accessing
the
Services
as
these
often
cause
problems
in
the
authentication
process.

In
searching
the
Services,
you
shall
not
employ
any
automated
search
tools,
including
so
called
"crawlers,"
"bots"
and
"spiders"
that
programmatically
access
and
extract
content
in
order
to
repurpose
or
resell
the
Services
content
and
tools,
nor
may
you
"scrape"
and/or
reformat
any
information
off
the
services
HTML
pages
or
XML
interface,
including
meta
tags,
Revised

2.9 .22
55575.18100\40507022.1
Page
15 of
28

3.3 License.

Except
as
set
forth
below,
by
making
any
material
or
information
available
through
the
Services,
for
example,
in
postings
to
chat
areas
and
forums,
you
automatically
grant
to
BLR
a worldwide,
royalty-free,
perpetual,
irrevocable,
non-exclusive
right
and
license
to
use,
reproduce,
modify,
adapt,
publish,
translate,
distribute
and
sublicense
any
such
material
or
information
(in
whole
or
in
part)
and/or
to
incorporate
it
in
other
works
regardless
of
form,
media,
or
technology.

By
making
any
material
or
information
available
through
the
Services,
you
also
grant
to
users
other
than
yourself
the
right
and
license
to
access,
view,
store,
or
reproduce
your
material
and
information
for
that
user's
personal,
internal
use.

BLR
shall
acquire
no
rights
to
personal
documents
that
you
or
authorized
parties
post
to
your
work
area.

3.4 Review
of
submissions.

BLR
has
no
obligation
to,
and
does
not
and
cannot,
review
every
item
of
material
or
information
that
you
and
users
other
than
you
make
available
through
the
Services,
and
BLR
is
not
responsible
for
any
content
of
this
material
or
information.

However,
BLR
reserves
the
right
to
delete,
move,
or
edit
any
material
or
information
that
it
deems,
in
its
sole
discretion,
unacceptable,
libelous,
defamatory,
obscene,
pornographic,
abusive,
or
otherwise
in
violation
of
any
law
or
that
infringes
or
violates
any
privacy
or
other
rights
of
any
person
or
entity.

Further,
BLR
reserves
the
right
at
all
times
to
disclose
any
material
or
information
as
necessary
to
satisfy
any
law,
regulation,
or
governmental
request.

3.5 User
data.

BLR
reserves
the
right
to
collect
and
use
data
about
you
and
your
use
of
the
Service
for
purposes
such
as,
for
example,
performing
statistical
analyses
to
assist
us
in
improving
the
Service.

BLR
further
reserves
the
right
to
distribute
such
data
in
forms
that
do
not
identify
you
individually
or
reveal
your
identity.

All
such
use
and
distribution
shall
be
in
accordance
with
BLR's
privacy
policy,
which
is
incorporated
herein
by
reference.

Please
familiarize
yourself
with
the
privacy
policy
by
clicking
on
"Privacy
Policy"
(or
another
similar
link)
at
the
bottom
of
the
Services'
home
pages.

Nothing
herein
shall
prevent
BLR
and
its
marketing
partners from
contacting
you
by
e-mail,
phone,
or
direct
mail
with
offers,
information,
and
other
communications
and
all
such
contact
is
expressly
approved
by
you.

Nothing
herein
shall
prevent
BLR
from
complying
with
valid
requests
by
governmental
authorities
investigating
civil
or
criminal
matters.

3.6 Copyright,
DMCA,
takedown
claims.

If
you
believe
that
content
posted
on
or
through
the
website
has
been
used
in
a
manner
that
constitutes
copyright
infringement,
please
provide
BLR's
Copyright
Agent
with
a written
notice
to
the
email
or
mailing
address
indicated
below
that
includes
the
following
information:
•
an
electronic
or
physical
signature
of
a
person
authorized
to
act
on
behalf
of
the
owner
of
the
exclusive
right
that
is
allegedly
infringed;
•
identification
of
the
copyrighted
work
claimed
to
have
been
infringed;
• a
description
of
where
the
material
that
you
claim
is
infringing
is
located
on
the
site;
•
your
address,
telephone
number,
and
e-mail
address;
• a
statement
by
you
that
you
have
a good
faith
belief
that
the
disputed use
is
not
authorized
by
the
copyright
owner,
its
agent,
or
the
law;
• a
statement
by
you,
under
penalty
of
perjury,
that
the
information
in
your
notice
is
accurate
and
that
you
are
the
copyright
owner
or
authorized
to
act
on
the
copyright
owner's
behalf.

BLR's
Copyright
Agent
for
notice
of
claims
of
copyright
infringement
is:

Brad
Forrister,
VP
Legal,
by
email
at
[email protected]
or
by
mail
to
BLR,
100
Winners
Circle,
Suite
300,
Brentwood,
TN
37027
[see
for
designation
of
agent:
https
://
www.co
py
right.
gov
/dmca-d
irect
ory
l

4. Disclaimer
of
Warranties
&
Limitation
of
Liability

4.1 Reference;
legal
advice.

This
site
is
provided
as
a
research
and
reference
tool.

Although
we
make
every
reasonable
effort
to
ensure
that
the
content
and
tools
provided
at
this
site
are
useful,
accurate,
and
current,
we
cannot
guarantee
that
they
will
be
error-free.

This
site
and
the
information
available
Revised

2.9.22 55575.I8100\40507022
.1
Page
17 of
28

Exhibit
A
-
Schedule
2 TrainingToday
Terms
&
Conditions

1. Copyright.

The
Services
are
protected
by
copyright,
trademark
and/or
other
applicable
intellectual
property
and
proprietary
rights
laws
and
are
owned,
controlled,
and/or
licensed
by
BLR.

Except
as
expressly
permitted
herein,
Customer
shall
not
(and
shall
not
allow
any
third
party
to):
(i)
modify,
translate
or
create
"Derivative
Works"
of
the
programs
except
for
authorized
customization
by
BLR
or
through
its
tools;
{ii)
reproduce,
capture
or
redistribute
the
programs;
(iii)
provide
access
to
the
programs
to
persons
other
than
the
Customer's
employees;
(iv)
allow
the
removal,
alteration,
covering
or
obscuring
of
any
copyright
notice
or
any
other
notice
or
mark
that
appears
on
the
programs,
on
any
copies,
or
any
media;
(v)
access
the
programs
by
any
means
other
than
through
the
interfaces
that
are
provided
by
BLR;
or
(vi)
reverse
engineer
or
interfere
with
the
operation
of
the
programs.

2. Password
Security.

Customer
is
responsible
for
maintaining
the
confidentiality
of
its
passwords
and
of
controlling
access
to
its
accounts.

Customer
is
responsible
for
all
activities
that
occur
under
its
password.

3. Warranty;
Disclaimer.
(a)
limited
Warranty.

BLR
warrants
that
(i)
it
is
the
owner
or
licensor
of
all
intellectual
property
making
up
the
Services,
and
the
Services
do
not
infringe
any
copyright,
trademark,
or
other
proprietary
right
of
any
third
party;
(ii)
any
services
will
be
rendered
in
a
professional
manner
by
personnel
familiar
with
the
training
programs
and
training-management
software;
and
(iii)
for
the
term
of
this
Agreement,
the
programs
{as
made
available
to
Customer)
will
conform
to
their
material
specifications.
(b)
Sole
Remedy.

BLR's
exclusive
obligation,
and
Customer's
sole
remedy,
for
breach
of
these
warranties
will
be
(i)
to
re-perform
the
services
at
no
additional
charge,
and
(ii)
at
BLR's
option,
to
repair
or
replace
any
such
non-conforming
program
or
to
refund
the
fees
paid
by
Customer
for
such
non-conforming
program.

Any
replacement
programs
will
not
extend
the
warranty
or
the
Term.
(c)
Disclaimer.

Except
as
set
forth
above,
and
to
the
extent
permitted
by
applicable
law,
BLR
disclaims all
express
and
implied
warranties,
oral
or
written,
including,
but
not
limited
to,
implied
warranties
of
merchantability,
fitness
for
a
particular
purpose
or
non-infringement,
and
any
warranties
arising
from
course
of
dealing,
course
of
performance
or
usage
of
the
trade.
(d)

LIMITATION
OF
LIABILITY.

IN
NO
EVENT
WILL
BLR
BE
LIABLE
UNDER
OR
IN

CONNECTION
WITH
THIS

AGREEMENT
OR
ITS

SUBJECT
MATTER
UNDER
ANY
LEGAL
OR

EQUITABLE

THEORY,

INCLUDING
BREACH
OF

CONTRACT,
TORT
(INCLUDING

NEGLIGENCE),
STRICT

LIABILITY,
AND

OTHERWISE,
FOR
ANY:
(i)
LOSS
OF

PRODUCTION,
USE,

BUSINESS,

REVENUE,
OR
PROFIT
OR

DIMINUTION
IN
VALUE;
(ii)

IMPAIRMENT,

INABILITY
TO
USE
OR
LOSS,

INTERRUPTION
OR
DELAY
OF
THE
SERVICES;
(iii)
LOSS,

DAMAGE,

CORRUPTION
OR

RECOVERY
OF
DATA,
OR
BREACH
OF
DATA
OR
SYSTEM
SECURITY;
(iv)
COST
OF

REPLACEMENT
GOODS
OR
SERVICES;
(v)
LOSS
OF

GOODWILL
OR
REPUTATION;
OR
(vi)

CONSEQUENTIAL,

INCIDENTAL,

INDIRECT,

EXEMPLARY,

SPECIAL,

ENHANCED,
OR

PUNITIVE
DAMAGES.
(e)
CAP
ON

MONETARY
LIABILITY.

IN
NO
EVENT
WILL
THE

AGGREGATE

LIABILITY
OF
BLR

ARISING
OUT
OF
OR

RELATED
TO
THIS

AGREEMENT,

WHETHER

ARISING
UNDER
OR

RELATED
TO
BREACH
OF

CONTRACT,
TORT
(INCLUDING

NEGLIGENCE),
STRICT

LIABILITY,
OR
ANY
OTHER
LEGAL
OR

EQUITABLE

THEORY,
EXCEED
THE
TOTAL

AMOUNTS
PAID
TO
BLR
UNDER
THIS
AGREEMENT.

Revised

2.9.22 55575.18100\40507022.1
Page
19 of
28

Exhibit
A
-
Schedule
C
TrainingToday
Service
Level
Agreement
This
Service
Level
Agreement ("SLA")
details
the
terms
for
the
Technical
Support
Services
provided
by
Simplify
Compliance
LLC
("BLR")
during
the
Agreement.

The
SLA
specifically
addresses
service
level
definitions,
measurements,
and
minimum
service
standards
that
will
be
in
effect
for
the
online
service
or
services
making
up
Simplify
Training,
TrainingToday,
Bluepoint
Leadership,
and
HCPro
Online
Learning
sites.

In
the
event
of
a conflict
between
the
provisions
of
the
Agreement
and
this
Service
Level
Agreement,
the
provisions
of
this
Service
Level
Agreement
shall
prevail.

1. Services
Uptime.

BLR
shall
use
industry
standard
efforts
to
provide
performance
analysis
and
tuning
services,
hardware
preventive
maintenance,
and
regular
back-up
services.

Customer
will
have

99.5%
Service
Availability,
except
for:
(a)
regular
weekly
maintenance,
which
will
be
performed
when
necessary
on
Friday
between
7 pm
Central
- 9
p.m.

Central,
and
on
the
third
Saturday
from
3 am
Central
to
7 am
Central;
(b)
time
sensitive
maintenance,
for
which
BLR
shall
give
at
least
8 hours'
notice
via
email
or
phone;
(c)
major
architecture
maintenance
{"Scheduled
Downtime"),
which,
to
the
extent
reasonably
practicable,
will
be
scheduled
during
the
weekend
hours
from
7 pm
Central
Friday
to
11 pm
Central
Friday,
but
BLR
reserves
the
right
to
change
the
Scheduled
Downtime
with
reasonable
prior
notice;
or
(d)
any
unavailability
caused
by
circumstances
beyond
BLR's
reasonable
control,
including
without
limitation,
acts
of
God,
acts
of
government,
flood,
fire,
earthquakes,
civil
unrest,
acts
of
terror,
strikes
or
other
labor
problems
(other
than
those
involving
BLR
employees),
computer,
telecommunications,
Internet
service
provider
or
hosting
facility
failures
or
delays
involving
hardware,
Application
or
power
systems
not
within
BLR's
possession
or
reasonable
control,
and
network
intrusions
or
denial
of
service
attacks.

In
the
event
BLR's
failure
to
meet
the
standards
defined
in
this
Section
results
in
48 hours
of
unscheduled
downtime
in
any
30-day
consecutive
period,
Customer
will
promptly
notify
BLR
in
writing
and
BLR
shall
make
commercially
reasonable
efforts
to
remedy
such
performance
problem. 1.1.

Service
Availability
Calculation.

Service
Availability
for
a given
month
is
calculated
as
a percentage
equal
to
the
minutes
the
Service
is
available
in
the
month,
divided
by
the
total
minutes
in
the
month,
less
the
minutes
of
scheduled
downtime
during
the
month.

Any
outages
planned
outside
of
this
window,
will
be
communicated
in
advance
to
the
Customer.

Notification
of
scheduled
down
times
will
be
made
using
e-mail.

If
a longer
downtime
window
is
required,
the
Customer
will
be
notified
in
advance
using
the
same
mechanism.

1.2. System
Security.

In
the
event
of
a denial
of
service
attack
or
a security
breach
of
the
Services,
BLR
has
the
right
to
halt
operations
immediately
to
protect
the
integrity
and
security
of
the
system.

Upon
discovery
of
such
an
event,
BLR
will
notify
affected
clients
within
two
(2)
hours.

1.3. Network
Response
Time.

BLR
does
not
control
the
flow
of
data
to
or
from
the
Internet
nor
Customer's
internal
network.

Such
flow
depends
in
large
part
on
the
performance
of
Internet
service
provided
or
controlled
by
third
parties.

At
times,
actions
or
inactions
of
such
third
parties
can
impair
or
disrupt
BLR
or
Customer
connections
to
the
Internet.

1.4. Service
Interruption.

BLR
will
use
commercially
reasonable
efforts
to
keep
affected
clients
informed
of
the
status
of
unexpected
Service
interruptions.

In
the
event
of
an
unexpected
Service
interruption,
BLR's
first
priority
is
to
resolve
the
interruption
followed
by
an
internal
investigation
as
to
the
cause.

Revised

2.9.22 55575.
l 8
I00\40507022
. l
Page
21 of
28

Platinum
Level
Implementation
(23
Hours) •
Kickoff
Call
- 2
hours
(2
-1/hour
calls)
•
Implementation
call
- 3
Hours
{3
-1/hour
calls)
•
550
Discussion
- 1
Hour
•
Creating
Hierarchy-
3 hours
•
Importing
Learners
-2
hours
•
Mid-Point
Check-in
-1
Hour
•
Custom
Reports
- 2
Hours
•
Launch
Prep
-1
hour
•
Additional
Support
- 8
Hours

5. Other
services
provided
for
additional
Cost
Additional
Service
Fees
Additional
Implementation
calls
Creating
custom
Learning
Paths
or
Courses
Creating
custom
Reports
Catalog
of
courses
Self-Registration Admin
Support
Services
Instructor-Led
training
Create
Learning
Path
with
your
purchased
courses
Integrations Multi
Language
Video
Assessments
Add
Content
{as
is)
E-signature 24/7
Support
Services
Per
Hour
costs
$150/hr $150/hr $150/hr $150/hr $150/hr $150/hr $150/hr $150/hr $150/hr $150/hr $150/hr $75 per
course
$75
per
course
TBD

6. Customer
Responsibilities.

Customer
shall
be
responsible
for:

Estimated
hours
to
complete
(min
2 hours}
2 2 2-10 2 2 2 Custom
Pricing
Custom
Pricing
Custom
Pricing
2 2 Per
Course
Per
Course
Custom
Pricing

6.1. Providing
to
BLR
all
applicable
information
regarding
any
application
issues
and
enabling
BLR
to
duplicate
the
circumstances
indicating
a reported
Product
defect
or
error.

6.2. Using
reasonable
efforts
to
cooperate
with
BLR
with
respect
to
testing,
isolating,
identifying,
documenting,
and
any
other
actions
necessary,
to
resolve
any
Service
issues
and
errors.

6.3. BLR
shall
have
no
responsibility
for
correcting
any
problems
arising
from
configuration
of
Customer's
hardware,
software,
and
network
connections,
or
in
other
manufacturers'
hardware
and/or
software
which
includes,
servers,
network
equipment,
load-balancers,
firewalls,
browsers
{Microsoft
supported
versions
of
Internet
Explorer,
Mozilla's
Firefox
and
Google
Chrome
are
supported),
operating
systems,
or
database
systems.

Revised

2.9.22 55575.18
l 00\40507022
. l
Page
23 of
28

EXHIBIT "B"

INSURANCE PROVISIONS
Including
Verification of Coverage,
Sufficiency of Insurers,
Errors and Omissions Coverage,
Minimum Scope of Insurance,
Deductibles and Self-Insured Retentions, and
Severability of Interests (Separation of Insureds)
Revised 2.9.22
55575.18100\40507022.1

.
-
contribution
it
may
have
against
City,
its
elected
officials,
officers,
employees,
agents,
and
volunteers.

4. Errors
and
Omissions
Coverage.

If
Errors
&
Omissions
Insurance
is
required,
and
if
Contractor
provides
claims
made
professional
liability
insurance,
Contractor
shall
also
agree
in
writing
either
(I)
to
purchase
tail
insurance
in
the
amount
required
by
this
Agreement
to
cover
claims
made
within
three
years
of
the
completion
of
Contractor's
services
under
this
Agreement,
or
(2)
to
maintain
professional
liability
insurance
coverage
with
the
same
carrier
in
the
amount
required
by
this
Agreement
for
at
least
three
years
after
completion
of
Contractor's
services
under
this
Agreement.

Contractor
shall
also
be
required
to
provide
evidence
to
City
of
the
purchase
of
the
required
tail
insurance
or
continuation
of
the
professional
liability
policy.

5. Sufficiency
of
Insurers.

Insurance
required
in
this
Agreement
shall
be
provided
by
authorized
insurers
in
good
standing
with
the
State
of
California.

Coverage
shall
be
provided
by
insurers
admitted
in
the
State
of
California
with
an
A.M.

Best's
Key
Rating
of
B++,
Class
VII,
or
better,
unless
otherwise
acceptable
to
the
City.

6. Verification
of
Coverage.

Contractor
shall
furnish
City
with
both
certificates
of
insurance
and
endorsements,
including
additional
insured
endorsements,
affecting
all
of
the
coverages
required
by
this
Agreement.

The
certificates
and
endorsements
are
to
be
signed
by
a
person
authorized
by
that
insurer
to
bind
coverage
on
its
behalf.

All
proof
of
insurance
is
to
be
received
and
approved
by
the
City
before
work
commences.

City
reserves
the
right
to
require
Contractor's
insurers
to
provide
complete,
certified
copies
of
all
required
insurance
policies
at
any time.

Additional
insured
endorsements
are
not
required
for
Errors
and
Omissions
and
Workers'
Compensation
policies.

Verification
of
Insurance
coverage
may
be
provided
by:
(I)
an
approved
General
and/or
Auto
Liability
Endorsement
Form
for
the
City
of
Palm
Springs
or
(2)
an
acceptable
Certificate
of
Liability
Insurance
Coverage
with
an
approved
Additional
Insured
Endorsement
with
the
following
endorsements
stated
on
the
certificate:

A.
"The
City
of
Palm
Springs,
its
officials,
employees,
and
agents
are
named
as
an
additional
insured
...
" ("as
respects
City
of
Palm
Springs
Contract
No._"
or
''for
any
and
all
work
performed
with
the
City"
may
be
included
in
this
statement).

B.
"This
insurance
is
primary
and
non-contributory
over
any
insurance
or
self-
insurance
the
City
may
have
... " ("as
respects
City
of
Palm
Springs
Contract
No._"
or
''for
any
and
all
work
performed
with
the
City"
may
be
included
in
this
statement).

C.
"Should
any
of
the
above-described
policies
be
canceled
before
the
expiration
date
thereof,
the
issuing
company
will
mail
30 days
written
notice
to
the
Certificate
Holder
named."
Language
such
as,
"endeavor
to"
mail
and
"but
failure
to
mail
such
notice
shall
impose
no
obligation
or
liability
of
any
kind
upon
the
company,
its
agents
or
representative"
is
not
acceptable
and
must
be
crossed
out.

Revised

2.9.22 55575.18100\40507022.1
Page
27 of
28 CITY COUNCIL STAFF REPORT
09/29/2022   1. U.

City Clerk -

SUBJECT
APPROVAL OF FOUR (4) THREE-YEAR LEASE AGREEMENTS WITH YAMAHA MOTOR FINANCE CORPORATION, U.S.A., FOR ONE HUNDRED FIFTY-TWO (152) AC ELECTRIC GOLF CARS, TWO (2) YU2A BISTRODLX BEVERAGE CARS, ONE (1) YU1A SUPERHAULER, AND SIX (6) DR2AWXSHLR UTILITY UNITS TO SERVE THE PALM SPRINGS TAHQUITZ CREEK “LEGENDS” AND “RESORT” GOLF

COURSES
RECOMMENDATION:

Approve a three-year lease of 152 DR2E AAC Yamaha golf cars for the Tahquitz Creek Golf Courses through Yamaha Motor Finance Corporation, U.S.A., through Equipment Lease Schedule No. 214016, for a monthly cost of $12,670.38, and a total lease payment of $456,133.61.

1. Approve a three-year lease of two (2) YU2A BISTRODLX Yamaha beverage cars for the Tahquitz Creek Golf Courses through Yamaha Motor Finance Corporation, U.S.A., through Equipment Lease Schedule No. 214017, for a monthly cost of $817.41, and a total lease payment of $29,426.71.

2. Approve a three-year lease of six (6) YU1A Yamaha utility units for the Tahquitz Creek Golf Courses through Yamaha Motor Finance Corporation, U.S.A., through Equipment Lease Schedule No. 214018, for a monthly cost of $1,037.33, and a total lease payment of $37,343.84.

3. Approve a three-year lease of one (1) DR2AWXSHLR Yamaha superhauler for the Tahquitz Creek Golf Courses through Yamaha Motor Finance Corporation, U.S.A., through Equipment Lease Schedule No. 214019, for a monthly cost of $271.76, and a total lease payment of $9,783.34.

4. Authorize the City Manager to execute all necessary documents.5.

Attachments
Item 1U

CITY COUNCIL STAFF REPORT

DATE: S EPTEMBER 29, 2022 CONSENT CALENDAR

SUBJECT: APPROVAL OF F OUR (4) THREE-YEAR LEASE AGREEMENT S WITH YAMAHA MOTOR FINANCE CORPORATION, U.S.A., FOR ONE
HUNDRED FIFTY-TWO (152) AC ELECTRIC GOLF CARS, TWO (2) YU2A BISTRODLX BEVERAGE CARS, ONE (1) YU1A SUPERHAULER , AND SIX (6) DR2AWXSHLR UTILITY UNITS TO SERVE THE PALM SPRINGS TAHQUITZ CREEK “LEGENDS” AND “RESORT” GOLF COURSES

FROM: Teresa Gallavan, Interim City Manager

SUMMARY:

The City Council will consider approving four (4) three-year lease agreement s with Yamaha Motor Finance Corporation, U.S.A., for a new fleet of golf cars, beverage cars, superhauler, and utility vehicles, replacing the current leased golf cars expiring in January 2023, and October 2023, to serve the Palm Springs Tahquitz Creek “Legends” and “Resort” Golf Course.

RECOMMENDATION:

1. A pprove a three-year lease of 152 DR2E AAC Yamaha golf cars for the Tahquitz Creek Golf Courses through Yamaha Motor Finance Corporation, U.S.A., through Equipment Lease Schedule No. 214016, for a monthly cost of $12,670.38, and a total lease payment of $456,133.61.

2. A pprove a three-year lease of two (2) YU2A BISTRODLX Yamaha beverage cars for the Tahquitz Creek Golf Courses through Yamaha Motor Finance Corporation, U.S.A., through Equipment Lease Schedule No. 214017, for a monthly cost of $817.41, and a total lease payment of $29,426.71.

3. A pprove a three-year lease of six (6) YU1A Yamaha utility units for the Tahquitz Creek Golf Courses through Yamaha Motor Finance Corporation, U.S.A., through Equipment Lease Schedule No. 214018, for a monthly cost of $1,037.33, and a total lease payment of $37,343.84.

4. A pprove a three-year lease of one (1) DR2AWXSHLR Yamaha superhauler for the Tahquitz Creek Golf Courses through Yamaha Motor Finance Corporation, U.S.A., through Equipment Lease Schedule No. 214019, for a monthly cost of $271.76, and a total lease payment of $9,783.34.

5. Authorize the City Manager to execute all necessary documents (Attachment A).

City Council Staff Report
September 29, 2022 – Page 2
Approval of Lease Agreements – Tahquitz Creek Golf Course Equipment

BUSINESS PRINCIPAL DISCLOSURE:

A copy of Yamaha Motor Finance Corporation, U.S.A., public disclosure form is included as Attachment B.

BACKGROUND:

Following completion of the City’s construction of the Tahquitz Creek Golf Courses in the early 1990s, on January 2, 1995, the City initially entered into a Golf Course Management Agreement with Arnold Palmer Golf Management Company (“APGM”) for the Tahquitz Creek Golf Co urse (or “Resort Course”) to operate and maintain the Resort Course on behalf of the City. Concurrently, the City entered a Lease Agreement with APGM for the Palm Springs Municipal Golf Course (or “Legends Course”) to operate and maintain the Legends Course on behalf of the City.

The Management Agreement and Lease Agreements for the Resort Course and Legends Course extended through October 2008, at which time the City Council entered into a new Management Agreement with Century Golf Partners Management (“ Century Golf”) to manage the Resort and Legends golf courses. Since assuming management responsibilities of the City’s two golf courses in 2008, Century Golf has successfully operated and maintained the facilities , providing comprehensive management of all aspects of the City golf courses and is one of the most experienced golf course operators in the country.

Historically, the City has entered into various lease agreements with financial institutions to provide both ancillary vehicles and golf cars for the Tahquitz Creek Golf Courses. On October 23, 2019, City Council approved a four-year lease with Yamaha Motor Finance Corporation for the lease of four ancillary vehicles, including a beverage car, range picker, and two utility vehicles, for a total cost of $41,754.72 or $869.89 per month. The current lease agreement expires in October 2023.

In addition, City Council approved a three-year lease with TCF National Bank for a fleet of 152 E-Z-GO TXT Electric golf cars for a monthly cost of $13,044.01, and a total lease amount of $469,584.47, expiring in January 2023.

STAFF ANALYSIS:

Century Golf works diligently to secure the best pricing available in the golf industry. Their ownership and association with over 80 golf properties that own or lease upwards of 8,000 golf cars, provides a strategic position with which they aggressively negotiate corporate- pricing agreements every other year with the most qualified equipment providers in the industry. As such, they are able to extend their leveraged corporate pricing discounts to the benefit of the City so that the best overall value for the expenditure of public funds can be obtained. Century Golf is allowed as the operator of the golf course to obtain pricing for newly needed cars. The pricing is then reviewed by City staff to ensure the lowest quotes are being selected to fulfill the need.

City Council Staff Report
September 29, 2022 – Page 3
Approval of Lease Agreements – Tahquitz Creek Golf Course Equipment

Century Golf solicited quotes for lease of the golf cars and ancillary equipment from three national vendors: Yamaha, Club Car, and EZ Go. A summary of the lease costs from each vendor are shown in the table below.

Yamaha Quantity Lease/Month Total Lease/Month Total w/Tax DR2E AAC Golf Cars 152 $76.30 $11,597.60 $12,670.38
YU2A BISTRODLX Golf
Cars 2 $374.10 $748.20 $817.41
DR2AWXSHLR Golf Car 1 $248.75 $248.75 $271.76
YU1A Golf Cars 6 $158.25 $949.50 $1,037.33
Total $14,796.87

Club Car Quantity Lease/Month Total Lease/Month Total w/Tax Tempo (Trojan Battery) 152 $126.39 $19,211.28 $20,988.32 Café Express 2 $569.02 $1,138.04 $1,243.31
Villager 6 Electric 1 $413.19 $413.19 $451.41
Carryall 500 Gas 6 $306.62 $1,839.72 $2,009.89
Total $24,692.94

EZ Go Quantity Lease/Month Total Lease/Month Total w/Tax RXV Elite 152 $135.85 $20,649.20 $22,559.25
Hauler Pro 2 $447.36 $894.72 $977.48
Shuttle 2 Electric 1 $253.80 $253.80 $277.28
Hauler 800 6 $216.92 $1,301.52 $1,421.91
Total $25,235.92

Yamaha provided the lowest lease for both the fleet of new golf cars and ancillary equipment. Century Golf and City staff have negotiated a three-year lease with Yamaha Motor Finance Corporation at an interest rate of 3.48%.

ENVIRONMENTAL ASSESSMENT
:

The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested action is to approve purchase of golf course maintenance equipment, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.

ALIGNMENT WITH STRATEGIC PLANNING:

The requested action aligns with the City Council Priority 3A, Community Infrastructure.

City Council Staff Report
September 29, 2022 – Page 4
Approval of Lease Agreements – Tahquitz Creek Golf Course Equipment

FISCAL IMPACT:

The estimated total monthly lease payment for the fleet of golf cars and ancillary equipment is $14,796.87 (including tax), a total of $532,687.50 over the three-year term of the lease agreement. Funds are budgeted and available in the current fiscal year 2022- 23 and will be budgeted in future fiscal years.

REVIEWED BY:

Procurement Manager: Kim Baker
Interim City Manager: Teresa Gallavan

ATTACHMENTS:

1. Attachment A Lease Agreements

2. Attachment B Business Disclosure Form

YA M
AHA MOTOR FINANCE CORPORATION, U.S.A.
6555 KATELLA AVENUE CYPRESS, CALIFORNIA 90630-5101 800-551-2994 FAX 714-761-7363

Dear
Enclosed you will find the documentation for your lease of Yamaha golf cars. The documents enclosed in the package include the following:

Please have t
hese documents signed by an Authorized Officer and return them to me via fax or email. Our fax number is 714-761-7363.

The insurance fo
rm should be forwarded to your insurance company and a copy returned to us with the other documentation.

If the city requires the use of Purchase Orders, please provide one with your documents. However, if they are not required please include a signed statement on official city letterhead stating that a purchase order will not be required for this transaction.

We appreciate your continued business and thank you for choosing us to service your leasing needs. If you should have any questions, please give us a call at 800-551-2994.

S i n c e r e l y ,
Yamaha Customer:

August 18, 2022
152-DR2E AAC
Master Lease Agreement
Equipment Schedule #214016
Req
uest for Insurance
Certificate of Acceptance
Invoice Fo
r First Payment
ACH Form
Required___ Optional___
Account Update Form
OTHER______________________________________

CITY OF PALM SPRINGS
1885 GOLF CLUB DRIVE
PALM SPRINGS, CA 92264
Stephanie Chipouras
Yamaha Motor Finance Corporation
X

Commercial Finance

MUNICIPAL MASTER LEASE AGREEMENT

YAM
AHA MOTOR FINANCE CORPORATION, U.S.A.

MASTER LEASE AGREEMENT dated ____ _________, between YAMAHA MOTOR FINANCE CORPORATION, U.S.A., having its principal place of business at 6555 Katella Avenue, Cypress, California 90630 (“Lessor”), and ________ ____________________________ having its principal office at _______________________________________ _______________ _____________________ (“Lessee”).

Lesso
r and Lessee hereby agree as follows:

1. Lease of Equipment. Lessor leases to Lessee the equipment described on each attached Equipment Schedule (the “Equipment”), on the terms and conditions of this Lease, the applicable Equipment Schedule, and each rider attached hereto.

2. Term. The term of this lease for the Equipment describe d on a particular Equipment Schedule shall commence on the date set forth on such Equipment Schedule and shall continue for the number of months indicated on such Equipment Schedule.

3. Rent. Lessee shall pay Lessor rent for the Equipment (“ Rent”) in the amounts and at the times set forth on the applica ble Equipment Schedule. The amount of the Rent has been determined by amortizing the purchase price of the applicable Equipment (using the prices quoted in the Request for Proposal identified on the applicable Equipment Schedule (“RFP”)), together with an interest factor a t t h e r a t e specified in the applicable Equipment Schedule. Whenever any payment hereunder is not made when due, Lessee shall pay interest on such amount from the due date thereof to the date of such payment at the lower of Lessor’s then prevailing rate for late payments s pecified in Lessor’s invoice to Lessee for such payment or the maximum allowable rate of interest permitted by the law of the state where the Equipment is located.

4. Selection, Delivery, and Acceptance. Lessee shall selec t the Equipment and take delivery thereof directly from Lessor or an authorized dealer of Lessor (the “Dealer”). All costs of delivery are the sole responsibility of Lessee. Lessor shall not be liable for any loss or damage resulting from the delay or failure to have any Equipment available for delivery. Lessee shall inspect the Equipment to deter mine that the Equipment is as ordered and has been equipped and prepared in accordance with the RFP and any prior instructions given in writ ing by Lessee to Lessor or Dealer. Lessee shall accept the Equipment if it meets the criteria set forth in the preceding sentence an d shall execute and deliver to Lessor or Dealer a Certificate of Acceptance, in form and substance satisfactory to Lessor, within 7 days of th e delivery of the Equipment or the Equipment will be deemed accepted by the Lessee. For all purposes of this Lease, acceptance is conclusively established by Lessee’s execution and delivery of a Certificate of Acceptan ce provided by Lessor. Lessee authorizes Lessor to insert in each Equipment Schedule the serial numbers and other identifying data of the Equipment.

5. Location, and Inspection. Lessee shal l not mov e the Equip men t fro m the l o cation s specified in the applicable Equipment Schedul e without Lessor’s prior written consent. Lessor and its represe ntatives shall have the right from time to time during business hours to enter upon the premises where the Equipment is located to inspect the Equipment and Lessee’s records to confirm Lessee’s compliance with this Lease.

6. Care, Use, and Maintenance. L e s s e e s h a l l , a t i t s e xpense, at all times during the term of this Lease, keep the Equ ipment clean, serviced, and maintained in good operating order, repair, condi tion, and appearance in accordance with Lessor’s manuals and ot her instructions received from Lessor. Lessee will not use or operate the Equipment, or permit the Equipment to be used or operat ed, in violation of any law, ordinance or governmental regulations. The Equipment will be used and operated only as golf cars. Lessee shall s afely store the Equipment when not in use and properly secure it at night and s uch other times when the golf course on which the Equipment is used is closed to play, and Lessee shall be solely responsible for such storage and safekeeping. If the Equipment is electrical, Less ee shall provide sufficient and adequate electrical charging outlets and water facilities for the batteries which are a part of the Equipment.

7. Insurance. Effective upon delivery of the Equipment to Lessee and until the Equipment is returned to Lessor as provided herein, Lessee relieves Lessor of responsibility for all risk of physical dama ge to or loss or destruction of all the Equipment, howsoever ca used. During the continuance of this Master Lease, Lessee shall at its own expen se, cause to be carried and maintained with respect to each ite m o f Equipment designated in each Equipment Schedule, public liabili ty insurance in an amount of not less than $1,000,000, and casu alty insurance, in each case in amounts and against risk customarily insured against by Lessee in similar equipment and, in amounts and against risk acceptable to Lessor. All policies with respect to such i nsurance shall name Lessor as additional insured and as loss pa yee, and shall provide for at least thirty (30) days’ prior written notice by the underwriter or insurance company to Lessor in the event of cancellation o r expiration of any such policies. Lessee shall furnish appropri ate evidence of such insurance to Lessor. Lessee shall bear th e entire risk o f loss, theft, destruction or damage to the Equipment from any cause whatsoever and shall not be relieved of the obligation to pay the total o f the monthly payments or any other obligation hereunder because of any such occurrence. In the event of damage to any item of Equipment leased hereunder, Lessee, at its sole expense, shall immediatel y place the same in good repair and operating condition. In no event shall Lessor be liable for any loss of profit, damage, loss, defect o r failure of any item of Equipment or the time which may be required to recover, repair, service, or replace the item of Equipment.

8. Storage. Lessee shall store the Equipment in such a manner as to prevent theft or damage from weather and vandalism.

9. Title. Title to the Equipment shall at all times remain with the Lessor. Lessee acquires only the interests of Lessee expressly described in this Lease, the applicable Equipment Schedule, and the rider s attached hereto. Lessee shall not remove, move, or cover over in any manner any serial number on the Equipment. Lessee shall keep a ll Equipment free from any marking or labeling which might be i nterpreted as a claim of ownership thereof by Lessee or any party other th an Lessor or anyone so claiming through Lessor. Lessor is hereb y authorized by Lessee, at Lessor’s expense, to cause this Master Lease, any Equipment Schedule or any statement or other instrument in res pect of any Equipment Schedule as may be required by law showing the interest of Lessor in the Equipment to be filed and Lessee hereby aut horizes Lessor or its agent to sign and execute on its behalf any and a ll necessary UCC-1 forms for such purpose. Lessor and Lessee he reby intend this transaction to be a lease. In the event that for any reason it is not deemed a lease, the Lessee hereby grants Lessor a security interest in the property shown on the Equipment Schedule.

August 18, 2022

CITY OF PALM SPRINGS
1885 GOLF CLUB DR., PALM SPRINGS, CA 92264
MLSE1021

,., YAMAHA

10. Warranties. The Equipment is warranted only in accorda nce with the manufacturer’s warranty. EXCEPT AS EXPRESSLY PROV IDED IN THE MANUFACTURER’S WARRANTY, LESSOR DISCLAIMS ANY OTHER WARRANTY, E XPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND NON-INTERFERENCE.

11. Alterations and Attachments. Lessee may, with Lessor’ s prior written consent, make such cosmetic modifications to th e Equipment as Lessee may deem desirable in the conduct of its business; provided, howeve r, that such alterations shall not diminish the value or utilit y of the Equipment, or cause th e loss of any warranty thereon or any certification necessary for the maintenance thereof; and provided, further, that such modi fication shall be removable without causing damage to the Equipment. Upon return of the Eq uipment to Lessor, Lessee shall, if Lessor so elects, remove su ch modifications which have been made and shall restore the Equipment to its original condition, normal wear and tear and depreciation excepted.

12. Taxes. Lessee shall cooperate with Lessor in all reaso nable respects necessary in order for Lessor to qualify for any exemption or exclusion from personal property tax on the equipment or sales or use tax on t he leasing of the Equipment to Lessee hereunder. In the event that any such tax become s payable by Lessor during the term of this Lease, Lessee shall p ay to Lessor as additional rent, promptly on receipt of Lessor’ s invoice therefor, an amoun t equal to such tax. Lessee shall collect and remit any and all sales, use, and other taxes payable in any state, county, or ci ty in respect of the rental or other use of the Equipment by Lessee.

13. Indemnity; Notice of Claim. To the extent permitted by applicable law, Lessee shall be liable for, and hereby indemni fies Lessor and holds Lesso r harmless from and against, any and all claims, costs, expenses, damages, losses, and liabilities (including, without limitatio n, attorneys’ fees and disbursements) arising in any way from the gross negligence or willful misconduct of Lessee or Lessee’s agents and independent contractors, or thei r respective employees, agents or representatives. Lessee shall give Lessor prompt written notice of any claim arising out of the possession, leasing, renting, operation, control, use, storage, or disposition of the Equipme nt and shall cooperate in all reasonable respects at Lessee’s e xpense in investigating, defending, and resolving such claim.

14. Return of Equipment. Upon the termination of an Equipm ent Schedule for any reason, unless Lessee is thereupon purchas ing the Equipment fro m Lessor, Lessee shall make the Equipment available for inspectio n and pick up by Lessor or Dealer at Lessee’s location at which the Equipment was used hereunder. The Equipment shall be returned to Lessor at the te rmination of this Lease in the same operating order, repair, co ndition, and appearance a s when received by Lessee, less normal depreciation and wear and tear (which shall not include damaged or missing tires or wheels).

15. Defaults. The occurrence of any one or more of the following events shall constitute an “Event of Default” under this Lease:
(a) Default by Lessee in the payment of any installment of rent or other charge payable by Lessee under any Equipment Schedule as and when the same becomes due and payable; or
(b) Default by Lessee in the performance of any other material term, covenant or condition of this Lease or any Equipment Schedule or th e inaccuracy in any material respect of any representation or warranty made by the Lessee in this Lease or any Equipment Schedule, or in any document or certificate furnished to the Lessor in connection t herewith, which default or inaccuracy shall continue for a peri od of 10 day s after notice; or
(c) A petition under the Bankruptcy Code or under any other ins olvency law providing for the relief of debtors shall be filed by or against Lessee; or
(d) The voluntary or involuntary making of any assignment of a substantial portion of its assets by Lessee for the benefit of creditors shall occur; a receiver or trustee for Lessee or for Lessee’s assets shall b e appointed; or any formal or informal proceeding for dissoluti on, liquidation, settlement of claims against or winding up of the affairs of Lessee shall be commenced; or (e) Lessee shall default under any other lease or agreement bet ween Lessee and Lessor [or any of its assignees hereunder]; or (f) Lessee shall suffer a material adverse change in its financ ial condition from the date hereof, and as a result thereof Les sor deems itself o r any of the Equipment to be insecure.

16. Remedies. Upon the occurrence of an Event of Default, Lessor, at its option, may pursue any one or more of the follow ing remedies, in such order or manner as Lessor determines, each such remedy being cumulative and not exclusive of any other remedy provided herein or under applicable law:
(a) Terminate all or any portion of the Equipment Schedules to this Lease; (b) with or without terminating this Lease, take possession of the Equipment, with or without judicial process, Lessee hereby granting Lessor th e
right and license to enter upon Lessee’s premises where the Equipment is located for such purpose; (c) proceed by appropriate court action, either at law or in eq uity, to enforce performance by Lessee of the applicable covena nts and terms o f this Lease, or to recover from Lessee any and all damages or ex penses, including reasonable attorneys’ fees, which Lessor shal l hav e sustained by reason of Lessee’s default in any covenant or covenants of this Lease, or on account of Lessor’s enforcement of i ts remedies thereunder; without limiting any other damages to which Lessor may be entitled, Lessor shall be entitled upon an Event of Defa ult t o damages in an amount equal to all Rent then due but unpaid, plu s the aggregate amount of Rent thereafter coming due for the remaining term of this Lease, plus Lessor’s costs and expenses of pursuing its remedies hereunder (including, without limitation, attorneys’ fees), minus all amounts received by Lessor after using reasonable efforts to sell or re-lease the Equipment after repossession or from any guaranty by the Dealer or any third-party; and
(d) sell the Equipment or enter into a new lease of the Equipment.

It is hereby agreed that no delay by Lessor in pursuing any remedy shall be treated as a waiver of or limitation on such remedy or any other remedy.

17. Assignment. Lessee shall not transfer, assign, or sublease (except for rentals to players as contemplated hereunder in the ordinary course of business), or create, incur, assume, or permit to exist any security interest, lien, or other encumbrance on, the Equipment, this Lease, or any interest of Lessee therein.

18. Lessee’s Representations and Warranties. Lessee represents and warrants to Lessor that: (a) Lessee has the authority under applicable law to ente r
into and perform this Lease and each Equipment Schedule and rid er hereto; (b) Lessee has taken all necessary action to authorize its execution, delivery, and performance of this Lease and each Equipment Schedule and r ider hereto; (c) the Lease and each Equipment Schedule and ride r hereto have been duly executed and delivered by an authorized signatory of Lessee and constitute Lessee’s legal, valid, and binding obligations , enforceable in accordanc e with their terms; (d) adequate funds have been budgeted and app ropriated to enable Lessee to make all payments required under each Equipmen t Schedule to this Lease during the first twelve months of the te rm hereof; and (e) interest paid on indebtedness of Lessee held by Lessor would be excluded from Lessor’s income for U.S. federal income tax purposes.

19. Non-Appropriation of Funds. Notwithstanding anything contained in this Lease to the contrary, in the event no funds or insufficient funds are budgeted and appropriated or are otherwise unavailable by a ny means whatsoever for Rent due under the Lease with respect t o a Equipment Schedule in any fiscal period after the period in which the term of the lease with respect to such Equipment Schedule commences, Lessee will immediately notify Lessor in writing of such occurr ence and the Lessee’s obligations under the Lease shall termina te on the las t day of the fiscal period for which appropriations have been rec eived or made without penalty or expense to Lessee, except as t o (i) the portions of Rent for which funds shall have been budgeted and appropriated or are otherwise available and (ii) Lessee’s other obligations and liabilities under the Lease relating to the period, or accruing or arising, prior to such termination. In the event of such t ermination, Lessee agrees to peaceably surrender possession of the Equipment to Le ssor on the date of such termination in the manner set forth in the Lease and Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. Notwithstanding the for egoing, Lessee agrees (i) that it will not cancel the Lease and the Lease shall not terminate under the provisions of this section if any funds are appropriated to it, or by it, for the acquisition, retention or operation of th e Equipment or other equipment or services performing functions similar to the functions of the Equipment for the fiscal period in which such termination would have otherwise occurred or for the next succeeding fiscal period, and (ii) that it will not during the Lease term give pr iority in the application of funds to any other functionally si milar equipment or to services performing functions similar to the functions of the Equipment. This section is not intended to permit Lessee to terminate the Lease in order to purchase, lease, rent or otherwise acquire the use of any other equipment or services performing functions similar to the functions of the Equipment, and if the Lease terminates pursuant to this section, Lessee agrees that prior to the end of the fiscal period immediately following the fiscal period in which such termination occurs, i t will not so purchase, lease, rent or otherwise acquire the us e of any such other equipment or services.

20. Binding Effect; Successors and Assigns. This lease and each Equipment Schedule and rider hereto shall be binding upon and shall inure to the benefit of Lessor and Lessee and their respective successors and permitted assigns. All agreements and represent ations of Lessee contained in this Lease or in any document delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Lease and the expiration or other termination of this Lease.

21. Notices. Any notice, request or other communication to either party by the other shall be given in writing and shall be deemed received only upon the earlier of receipt or three days after mailing if mailed postage prepaid by regular mail to Lessor or Lessee, as the case may be, at the address for such party set forth in this agreement or at such changed address as may be subsequently submitted by written notice o f either party.

22. Governing Law. This Lease and each Equipment Schedule and rider hereto shall be governed by and construed in accordance with the laws of the State where Lessee’s principal administrative offic es are located without giving effect to the conflicts of laws principles of such state.

23. Severability. In the event any one or more of the prov isions of this Lease or any Equipment Schedule or rider hereto shall for an y reason be prohibited or unenforceable in any jurisdiction, any such provision shall, as to such jurisdiction, be ineffective t o the extent of such prohibition or unenforceability without invalidating the remain ing provisions hereof, any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

24. Signed Counterparts. The parties agree that this Lease m ay be signed in counterparts, that delivery of an executed coun terpart of the signature page to this Lease by fax, email or other electronic means shall be as effective as delivery of a manually executed counterpart, and any failure to deliver the original manually executed counterpart sent by fax, email or other electronic means shall not affec t the validity, enforceability or binding effect of this Lease. Notwithstanding any other provision of this Lease, the sole original of this Lease shall be the Lease bearing the stamped or manually executed signature of the Lessor. The Lessee, by making any payment required under this Lease, ratifies all of the terms of this Lease/Agreement.

25. Article 2A. To the fullest extent permitted by applica ble law, Lessee waives any and all rights and remedies conferre d by Sections 2A- 508 through 2A-522 of Article 2A of the Uniform Commercial Code in effect in the state designated in Section 22 above, except to the extent that such right or remedy is expressly granted to Lessee herein.

26. Statute of Limitations. Any action by Lessee against L essor or Dealer for any breach or default under this Lease must be commenced within one year after the cause of action accrues.

27. Entire Agreement. This Lease and all Equipment Schedul es and riders hereto constitute the entire agreement between Le ssor and Lessee with respect to the subject matter hereof, and there are no agreements, representations, warranties, or understandings with respect to such subject matter except as expressly set forth herein and therein. No alternation or modification of this Lease or any Equipment Schedule or rider hereto shall be effective unless it is in writing and signed by Lessor and Lessee.

IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease to be executed on the date first above written.

YAMAHA MOTOR FINANCE CORPORATION, U.S.A. as Lessor
By:______
_________________________________ By:_______________ _________________________ Print Name: _______________________________ Print Name: ______ __________________________ Title: _____________________________________ Title: __________ ____________________________ as Lessee

CITY OF PALM SPRINGS
Craig Hewitt
President
MLSE1021

EQUIPMENT SCHEDULE # 214016
Dated 08/18/2022

EXHIBIT A

1. This Schedule covers the following property ("Equ ipment"):

2. Location of Equipment:

3. The Lease term for the Equipment described herein shall commence on consist of 36 months from the first day of the month following said date.

4. Rental payments on the Equipment shall be in the following amounts, payable on the following schedule:

5. Interest Factor:

6. Other Terms:

Master Lease: This Exhibit A to the Lease, Equipment Schedule, are issued pursuant to the Lease. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Lease.

All terms and conditions, representations and warranties of the Lease are hereby ratified and incorporated herein and made a part hereof as if they were expressly set forth in this Exhibit A, Equipment Schedule and this Exhibit A, Equipment Schedule, constitutes a sepa rate lease with respect to the Equipment described herein.

YAMAHA MOTOR FINANCE CORPORATION, U.S.A.

By :

Title:

Name:

By :

Title:

Craig HewittName:

President
152-DR2E AAC GOLF CARS
December 28, 2022
%
Lessee agrees to reimburse Lessor, who shall pay any assessed property taxes due on the equipment leased pursuant to Section 12 of the Master Lease Agreement dated between the parties(the"Lease").

LESSEE: CITY OF PALM SPRINGS LESSOR:

TAHQUITZ CREEK GOLF CLUB
1885 GOLF CLUB DRIVE
PALM SPRINGS, CA 92264
Dec-22 $11,597.60 Jan-24 $11,597.60
Feb-24 $11,597.60
Mar-24 $11,597.60
Apr-24 $11,597.60
May-24 $11,597.60
Jun-24 $11,597.60
Jul-24 $11,597.60
Aug-24 $11,597.60
Sep-24 $11,597.60
Oct-24 $11,597.60
Nov-24 $11,597.60
Dec-24 $11,597.60
Jan-23 $11,597.60
Feb-23 $11,597.60
Mar-23 $11,597.60
Apr-23 $11,597.60
May-23 $11,597.60
Jun-23 $11,597.60
Jul-23 $11,597.60
Aug-23 $11,597.60
Sep-23 $11,597.60
Oct-23 $11,597.60
Nov-23 $11,597.60
Dec-23 $11,597.60
Jan-25 $11,597.60
Feb-25 $11,597.60
Mar-25 $11,597.60
Apr-25 $11,597.60
May-25 $11,597.60
Jun-25 $11,597.60
Jul-25 $11,597.60
Aug-25 $11,597.60
Sep-25 $11,597.60
Oct-25 $11,597.60
Nov-25 $11,597.60
and shall
Signature
Type or Print
36 MONTHLY PAYMENTS IN THE AMOUNT OF $11,597.60 (APPLICABLE TAX ES TO BE BILLED).

STARTING DECEMBER 2022 AND ENDING NOVEMBER 2025. DUE THE 28TH DAY OF THE MONTH AS FOLLOWS:

Yamaha Motor Corporation, U.S.A., Lessor and their respective subsidiaries are not obligated to perform or provide any maintenance or service, under any circumstances, under the terms of the Lease. Maintenance and service are the responsibility of the Lessee. Failure by Lessee to maintain or service the equipment consistent with the terms of the Lease shall not relieve Lessee of the responsibilities under the Lease.

Signed Counterparts: The parties agree that this Exhibit A to the Lease may be signed in counterparts, that delivery of an executed counterpart of the signature page to this Exhibit A to the Lease by fax, email or other electronic means shall be as effective as delivery of a manually executed counterpart, and any failure to deliver the original manually executed counterpart sent by fax, email or other electronic means shall not affect the validity, enforceability or binding effect of this Exhibit A to the Lease. Notwithstanding any other provision of the Lease, the sole original of this Exhibit A to the lease and the Lease shall be the ones bearing the manually executed signature of the Lessor. The Lessee, by making any payment required under this Lease, ratifies all of the terms of this Exhibit A to the Lease and the Lease 08/18/2022

3.48

Yamaha Financial Services Page 1 of 1

AMORTIZATION SCHEDULE FOR MUNICIPALITY

MUNICIPAL LEASE AGREEMENT
LESSEE : TAHQUITZ CREEK GOLF CLUB
EQUIPMENT SCHEDULE # 214016
TAHQUITZ CREEK GOLF CLUB Initialed By ____________
Yield:3.480%
Mon # Due Date Payment Interest
1 12/28/2022 11,597.60 2,132.44
2 01/28/2023 11,597.60 2,106.01
3 02/28/2023 11,597.60 2,079.49
4 03/28/2023 11,597.60 2,052.91
5 04/28/2023 11,597.60 2,026.24
6 05/28/2023 11,597.60 1,999.51
7 06/28/2023 11,597.60 1,972.70
8 07/28/2023 11,597.60 1,945.81
9 08/28/2023 11,597.60 1,918.85
10 09/28/2023 11,597.60 1,891.82
11 10/28/2023 11,597.60 1,864.70
12 11/28/2023 11,597.60 1,837.52
13 12/28/2023 11,597.60 1,810.25
14 01/28/2024 11,597.60 1,782.92
15 02/28/2024 11,597.60 1,755.50
16 03/28/2024 11,597.60 1,728.01
17 04/28/2024 11,597.60 1,700.44
18 05/28/2024 11,597.60 1,672.79
19 06/28/2024 11,597.60 1,645.07
20 07/28/2024 11,597.60 1,617.27
21 08/28/2024 11,597.60 1,589.39
22 09/28/2024 11,597.60 1,561.43
23 10/28/2024 11,597.60 1,533.40
24 11/28/2024 11,597.60 1,505.29
25 12/28/2024 11,597.60 1,477.10
26 01/28/2025 11,597.60 1,448.83
27 02/28/2025 11,597.60 1,420.48
28 03/28/2025 11,597.60 1,392.05
29 04/28/2025 11,597.60 1,363.54
30 05/28/2025 11,597.60 1,334.96
31 06/28/2025 11,597.60 1,306.29
32 07/28/2025 11,597.60 1,277.54
33 08/28/2025 11,597.60 1,248.72
34 09/28/2025 11,597.60 1,219.81
35 10/28/2025 11,597.60 1,190.82
36 11/28/2025 11,597.60 1,161.75
Totals: 417,513.60 59,571.64

OYAMAHA

FINANCIAL SERVICES
6555 Katella Avenue, Cypress, CA 90630
(800) 551-2994, Fax (714) 761-7363
NAME OF INSURANCE AGENT:

ADDRESS:

PHONE/FAX
RE:

Please Reference our Quote#
(Customer) Account #
The Customer has leased or will be leasing equipment from Yamaha.

The Customer is required to provide Yamaha with the following insurance coverage:

Each policy shall provide that: (i) Yamaha will be given not less than thirty (30) days prior written notice of cancellation or non-renewal, (ii) it is primary insurance and any other insurance covering Yamaha shall be secondary or excess of the policy and (iii) in no event shall the policy be invalidated as against Yamaha or its assigns for any violation of any term of the policy or the Customer's application therefore.

YAMAHA MOTOR FINANCE CORPORATION, U.S.A.

Attn: Commercial Finance Group
6555 Katella Ave
Cypress, CA 90630
Your prompt attention will be appreciated.

Equipment Covered:

Equipment Location:

Title:

By:
(Signature of Authorized Officer)
(Customer)
Very Truly Yours,

TAHQUITZ CREEK GOLF CLUB
A Certificate evidencing such coverage should be mailed to Yamaha at the following address. 214016
August 18, 2022
E-MAIL: [email protected]
152-DR2E AAC GOLF CARS
1885 GOLF CLUB DRIVE
PALM SPRINGS, CA 92264

CITY OF PALM SPRINGS
YAMAHA MOTOR FINANCE CORPORATION, U.S.A.(“Yamaha”)
Public Liability Insurance naming Yamaha Motor Finance Corp., U.S.A., its successors and assigns as an ADDITIONAL INSURED with the proceeds to be payable fi rst on the behalf of Yamaha to the extent of its liability, if any. The amount of the Public Liability Insurance

ADDITIONAL INSURED
shall not be less than $1,000,000.00
amount not less than the full replacement cost of the property, with Yamaha Motor Finance Corp., U.S.A., its successors and assigns named as LOSS PAYEE
"All Risk" Property Insurance covering the property owned by or in which Yamaha has a security interest, in an combined single limit.

EMAIL

CERTIFICATE OF ACCEPTANCE
This certificate is executed pursuant to Equipment Schedule No. 214016 dated to the Master Lease Agreement dated August 18, 2022 between Yamaha Motor Finance Corporation, U.S.A.
(the "Lessor") and CITY OF PALM SPRINGS
(the "Lessee").

The Lessee hereby certifies that the Equipment set forth below, as also described in the above Equipment Schedule, has been delivered and accepted by the Lessee on the Commencement Date shown below.

QUANTITY

EQUIPMENT

TYPE/MODEL
SERIAL

NUMBER NEW/USED LOCATION
152-DR2E AAC GOLF CARS NEW TAHQUITZ CREEK GOLF CLUB
1885 GOLF CLUB DRIVE
PALM SPRINGS, CA 92264
See
Attachment
ADDITIONAL CONDITIONS/SPECIAL TERMS:

Please return this certificate as your acknowledgment of the above Commencement Date and acceptability of the Equipment.
as Lessee
By:

Name:

Title:

CITY OF PALM SPRINGS
August 18, 2022

PLEASE SEND YOUR PAYMENTS TO: YAMAHA MOTOR FINANCE CORP., U.S.A. 3362 Momentum Place
Chicago, IL 60689-5333

INVOICE NUMBER: MAN …..

Date Prepared:

Due Date Quote No Description Amount Due

[quote #] [ # of cars, model of cars] for [new lease] or purchase.] Cars located at: [location]

Paymen t
Payment Tax

YOUR ACCOUNT BALANCE IS -----------------

Please return the bottom portion with your remittance. In clude the lease number on your check. FOR BILLING QUESTIONS, CALL YAMAHA Commercial Financ e AT 1-800-551-2994.

PLEASE SEND YOUR PAYMENTS TO: YAMAHA MOTOR FINANCE CORP., U.S.A. 3362 Momentum Place
Chicago, IL 60689-5333

INVOICE NUMBER MAN
Date Prepared:

Payment for:

$_________________ _________________ #_________________ Quote Number
Amount Paid Date Paid Check Number

CITY OF PALM SPRINGS
1885 GOLF CLUB DR.

PALM SPRINGS, CA 92264

08/18/2022
214016 152-DR2E AAC GOLF CARS for Municipal Lease
Cars located at: TAHQUITZ CREEK GOLF CLUB
12/28/2022 $11,597.60
$1,072.78
$12,670.38
08/18/2022
214016
214016

CITY OF PALM SPRINGS
1885 GOLF CLUB DR.

PALM SPRINGS, CA 92264

214016

Commercial Leasing & Finance
Account Update Form
IMPORTANT: PLEASE INCLUDE YOUR MOST RECENT YEAR-END FINANCIAL STATEMENT

6555 Katella Ave
Cypress, CA 90630
Phone (800) 551-2994
Fax (714) 761-7363
To ensure our records remain current, please provide the information requested below to the extent such information has changed or was not initially provided on your Credit Application.

Date:

Complete Legal Name of Applicant: Business Name or DBA:

Billing Address: Physical Address of Equipment:

City, State, Zip: City, County, State, Zip:

Contact Person: Phone Number:

Email Address: Email Address / Fax Number:
** Corporation ** LLC S-Corp. Partnership Sole Prop Municipal Public Semi-Private Private Other ** THE CORPORATION/LLC IS FORMED IN THE STATE OF AND IS IN GOOD STANDING.

FED ID#: Tax Exempt Cert.#: Age of Business: Years Under Current Ownership:

Important Information for maintaining your account: To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens or maintains an account. Upon account opening or over the course of maintaining the account, Lender will ask for the name(s), address(es), date(s) of birth, and other information that will allow Lender to identify applicant/borrower. Lender may also ask to see driver’s licenses and other identifying documents related to applicant/borrower, and its owner(s) and guarantor(s), as applicable.

MEMBERS/OWNERS/PARTNERS (20% or Greater Ownership) and OFFICERS - INFORMATION Name of Principal: % Owned: Title:

Home Address: City, State, Zip: Date of Birth:

Name of Principal: % Owned: Title:

Home Address: City, State, Zip: Date of Birth:

Name of Principal: % Owned: Title:

Home Address: City, State, Zip: Date of Birth:

IF PRINCIPAL IS ANOTHER LEGAL ENTITY, PLEASE COMPLETE THE FOLLOWING INFORMATION:

Name of Principal Entity: % Owned: Name & Title of Authorized Signer:

Street Address: City, State, Zip: FED ID#:

Name of Principal Entity: % Owned: Name & Title of Authorized Signer:

Street Address: City, State, Zip: FED ID#:

REFERENCES Note: Please advise Banker to expect a call from Yamaha about this application.

Is there a Mortgage on the Golf Course?
Yes No
Mortgage Holder:

Mortgage Holder Contact Name: Mortgage Holder Contact Phone: Mortgage Holder Fax:

INSURANCE INFORMATION
Carrier: Agent’s Phone:

Agent’s Name: Agent’s Fax:

I hereby authorize Yamaha Motor Finance Corporation, U.S.A., and its affiliates to investigate the references herein listed or statements or other data pertaining to Applicant’s credit and financial responsibility, and to share the results with its Distributors related to my account.

Applicant's Name: Distributor:

Signature: Salesperson:

.: YAMAHA

FINANCIAL SERVICES

ACH / ONLINE PAYMENTS AGREEMENT

RECITALS

Yamaha Motor Finance Corporation, U.S.A. (“Yamaha”), located at 6555 Katella Ave, Cypress, CA 90630, seeks to provide Customer with the ability to make payments electronicall y through the Automated Clearing House system (“ACH System”) to the Account, as defined below, in satisfactio n of Customer’s payment obligations to Yamaha an d Customer desires to use the ACH System to transfer funds from t he Account, as defined below, to Yamaha in satisfaction of its payment obligations in accordance with the terms set forth below.

NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained and other good an d valuable consideration, receipt and sufficiency of which the parties hereto acknowledge, it is hereby agreed as follows:

1. Customer’s Account. Customer shall complete the attached Authorization Agreement for Direct Payments form (“Application”), and allow Yamaha to initiate debit entries through the ACH System to Customer’s Account, as defined below, to collect amounts owed by Customer to Yamaha. Customer shall provide certain information required by the Application, including information regarding Customer’s bank an d bank account (the “Account”) through which Yamaha will initiate the debit entries authorized pursuant to this Agreement. Customer will immediately complete and deliver to Yamaha an updated Authorization Agreement from time to time if any information regarding the Account is changed or is inaccurate. Yamaha will thereupon enter such new information regarding the Account into the ACH System. Customer will execute such agreements that are require d by Customer’s bank to allow Yamaha to initiate the debit entries to Account, and to receive the corresponding payments.

2. Authorization for ACH Payment. By entering into this Agreement, Customer irrevocably authori zes Yamaha during the term of their Equipment Schedule, to initiate debit entries through the ACH System to the Account to pa y Customer’s obligations, and to take possession of funds in the Account for application to such obligations. If a Customer’s debit transaction is rejected by the Customer’s bank for reasons such as non-sufficient funds, Yamaha shall have the right to charge Customer’s Account a fee of Fifty Doll ars ($50) to cover administrative costs associated with the rejected payment.

3. Limitation of Liability for ACH System. Yamaha will not be liable for the act or omission of any Auto mated Clearing House, financial institution, or any person who has obtained unauthorized access to the ACH System.

Customer acknowledges that if any error occurs in the ACH Syste m debiting process, and Customer will immediatel y
notify Yamaha if the amount of any debit entry which Yamaha ini tiates exceeds the am ount owed by Customer.

Customer agrees, however, that Yamaha’s liability for any such error will be limited to a credit by Yamaha to the Account in the amount of the entry which exceeds the amount owe d by Customer, and in no event will Yamaha be liable to Customer for any consequential, special or incidental damages.

4. Notices. Any written notice or other written communication required or permitted to be given under this Agreement shall be delivered, or sent by United States certified mail, re turn receipt requested, to Yamaha unless another address is substituted by notice delivered or sent as provided herein. Any such notice will be deemed given when received.

5. Termination. This agreement, if required by Yamaha as a credit condition of the account, will only be terminated at the end of the term of the Equipment Schedule or after all payments on the Equipment Schedule have been satisfied.

If not a credit condition requirement, Yamaha or Customer may t erminate this agreement at any time by giving thirt y
(30) days prior written notice to the other party.

6. Governing Law. This Agreement shall be governed by and construed in accordan ce with the laws of the State o f California without regard to conflicts of law principles thereof. Any disputes, claims and controversies arising out of or directly or indirectly relating to this Agreement, or the breac h, invalidity or termination thereof, shall be settled b y binding arbitration to be held in Orange County, California.

7. Entire Agreement. This Agreement embodies the entire agreement of the parties w ith respect to the subject matter hereof, and supersedes all previous negotiations, representations, and agreements with respect hereto, and shall be binding upon the parties hereto. This Agreement may be amended only by a writing signed by both parties. In the event that any provision of this Agreement shall be held invalid, illegal or ot herwise unenforceable for any reason i n any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of any such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. Customer cannot assign this Agreement without Yamaha’s prior written consent. Headings are used for reference purposes only, and are not part of this Agreement. The failure by either party to enf orce or take advantage of any provision hereof shall no t constitute a waiver of the right subsequently to enforce or tak e advantage of such provisions. The parties may rely on any facsimile copy, electronic data transmission or electronic data storage of this Agreement, which will be deemed an original, and the best evidence thereof, for all purposes.

Address for Deliver of Notice:

Yamaha Motor Finance Corporation, U.S.A.
6555 Katella Avenue, Cypress, CA 90630

Attention: Stacey Stankey, Assistant Department Manager

AUTHORIZATION AGREEMENT FOR DIRECT PAYMENTS (ACH DEBITS)

Customer Name_________________________________________________________________________

Customer Number_______________________________________________________________________

Contact Phone Number___________________________________________________________________

I (we) hereby authorize Yamaha Motor Finance Corporation, U.S.A., and its affiliates hereinafter called Yamaha, t o
initiate debit entries to my (our)

Checking Account or
Savings Account

Indicated below at the depository financial institution named below, hereafter called Depository, and to debit the same to such account. I (we) acknowledge that the origination of ACH transactions to my (our) account must comply with the provisions of U.S. law.

Depository Name_______________________________________________________

Branch_________________________________________________________ _______

City ______________________________ State________________ Zip__ __________

Bank Routing Number___________________________________________________

Bank Account Number___________________________________________________

Please indicate with a check-mark that there is no debit blocking on your account that would prevent Yamaha from debiting your account according to the provisions of the ACH agreement.

This authorization is to remain in full force and effect and can only be terminated under the terms provided under Paragraph 5.

By signing below, Customer acknowledges its agreement to the terms of the ACH / Online Payments Agreement s e
forth on the reverse side of this document.

Name(s)___________________________________________________________________ (Please Print)

Position(s)__________________________________________________________________ (Please Print) (must be an owner or officer of the company)

Signature(s)___________________________________________________ ________________________

Date____________________________________________

INSTRUCTIONS FOR ESTABLISHING ACH ACCOUNT:

Please forward this executed agreement, along with a voided check, to the following address:

Yamaha Motor Finance Corporation, U.S.A.
6555 Katella Avenue
Cypress, CA 90630
Or Fax to 714-761-7363

CITY OF PALM SPRINGS
3281005
ACH0906

 

YA
MAHA MOTOR FINANCE CORPORATION, U.S.A.
6555 KATELLA AVENUE CYPRESS, CALIFORNIA 90630-5101 800-551-2994 FAX 714-761-7363

Dear
Enclosed you will find the documentation for your lease of Yamaha golf cars. The documents enclosed in the package include the following:

Please have
these documents signed by an Authorized Officer and return them to me via fax or email. Our fax number is 714-761-7363.

Th
e insurance form should be forwarded to your insurance company and a copy returned to us with the other documentation.

If the city requires the use of Purchase Orders, please provide one with your documents. However, if they are not required please include a signed statement on official city letterhead stating that a purchase order will not be required for this transaction.

We appreciate your continued business and thank you for choosing us to service your leasing needs. If you should have any questions, please give us a call at 800-551-2994.

S i n c e r e l y ,
Yamaha Customer:

August 18, 2022
2-YU2A BISTRODLX
Equipment Schedule #214017
Request for Insurance
Certificate of Acceptance
Invoice For First Payment
OTHER______________________________________

CITY OF PALM SPRINGS
1885 GOLF CLUB DRIVE
PALM SPRINGS, CA 92264
Stephanie Chipouras
Yamaha Motor Finance Corporation

EQUIPMENT SCHEDULE # 214017
Dated 08/18/2022

EXHIBIT A

1. This Schedule covers the following property ("Equ ipment"):

2. L ocation of Equipment:

3. T he Lease term for the Equipment described herein shall commence on consist of 36 months from the first day of the month following said date.

4. R ental payments on the Equipment shall be in the following amounts, payable on the following schedule:

5. In terest Factor:

6. Oth er Terms:

Master Lease: This Exhibit A to the Lease, Equipment Schedule, are issued pursuant to the Lease. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Lease.

All terms and conditions, representations and warranties of the Lease are hereby ratified and incorporated herein and made a part hereof as if they were expressly set forth in this Exhibit A, Equipment Schedule and this Exhibit A, Equipment Schedule, constitutes a sepa rate lease with respect to the Equipment described herein.

YAMAHA MOTOR FINANCE CORPORATION, U.S.A.

By :

Title:

Name:

By :

Title:

Craig HewittName:

President
2-YU2A BISTRODLX GOLF CARS
December 28, 2022

3.48 %
Lessee agrees to reimburse Lessor, who shall pay any assessed property taxes due on the equipment leased pursuant to Section 12 of the Master Lease Agreement dated between the parties(the"Lease").

LESSEE: CITY OF PALM SPRINGS LESSOR:

TAHQUITZ CREEK GOLF CLUB
1885 GOLF CLUB DRIVE
PALM SPRINGS, CA 92264
Dec-22 $748.20 Jan-24 $748.20
Feb-24 $748.20
Mar-24 $748.20
Apr-24 $748.20
May-24 $748.20
Jun-24 $748.20
Jul-24 $748.20
Aug-24 $748.20
Sep-24 $748.20
Oct-24 $748.20
Nov-24 $748.20
Dec-24 $748.20
Jan-23 $748.20
Feb-23 $748.20
Mar-23 $748.20
Apr-23 $748.20
May-23 $748.20
Jun-23 $748.20
Jul-23 $748.20
Aug-23 $748.20
Sep-23 $748.20
Oct-23 $748.20
Nov-23 $748.20
Dec-23 $748.20
Jan-25 $748.20
Feb-25 $748.20
Mar-25 $748.20
Apr-25 $748.20
May-25 $748.20
Jun-25 $748.20
Jul-25 $748.20
Aug-25 $748.20
Sep-25 $748.20
Oct-25 $748.20
Nov-25 $748.20
and shall
Signature
Type or Print
36 MONTHLY PAYMENTS IN THE AMOUNT OF $748.20 (APPLICABLE TAXES TO BE BILLED).

STARTING DECEMBER 2022 AND ENDING NOVEMBER 2025. DUE THE 28TH DAY OF THE MONTH AS FOLLOWS:

Yamaha Motor Corporation, U.S.A., Lessor and their respective subsidiaries are not obligated to perform or provide any maintenance or service, under any circumstances, under the terms of the Lease. Maintenance and service are the responsibility of the Lessee. Failure by Lessee to maintain or service the equipment consistent with the terms of the Lease shall not relieve Lessee of the responsibilities under the Lease.

Signed Counterparts: The parties agree that this Exhibit A to the Lease may be signed in counterparts, that delivery of an executed counterpart of the signature page to this Exhibit A to the Lease by fax, email or other electronic means shall be as effective as delivery of a manually executed counterpart, and any failure to deliver the original manually executed counterpart sent by fax, email or other electronic means shall not affect the validity, enforceability or binding effect of this Exhibit A to the Lease. Notwithstanding any other provision of the Lease, the sole original of this Exhibit A to the lease and the Lease shall be the ones bearing the manually executed signature of the Lessor. The Lessee, by making any payment required under this Lease, ratifies all of the terms of this Exhibit A to the Lease and the Lease 08/18/2022

Yamaha Financial Services Page 1 of 1

AMORTIZATION SCHEDULE FOR MUNICIPALITY

MUNICIPAL LEASE AGREEMENT
LESSEE : TAHQUITZ CREEK GOLF CLUB
EQUIPMENT SCHEDULE # 214017
TAHQUITZ CREEK GOLF CLUB Initialed By ____________
Yield:3.480%
Mon # Due Date Payment Interest
1 12/28/2022 748.20 99.91
2 01/28/2023 748.20 98.11
3 02/28/2023 748.20 96.30
4 03/28/2023 748.20 94.49
5 04/28/2023 748.20 92.68
6 05/28/2023 748.20 90.86
7 06/28/2023 748.20 89.03
8 07/28/2023 748.20 87.20
9 08/28/2023 748.20 85.37
10 09/28/2023 748.20 83.53
11 10/28/2023 748.20 81.68
12 11/28/2023 748.20 79.83
13 12/28/2023 748.20 77.97
14 01/28/2024 748.20 76.11
15 02/28/2024 748.20 74.25
16 03/28/2024 748.20 72.37
17 04/28/2024 748.20 70.50
18 05/28/2024 748.20 68.62
19 06/28/2024 748.20 66.73
20 07/28/2024 748.20 64.84
21 08/28/2024 748.20 62.94
22 09/28/2024 748.20 61.03
23 10/28/2024 748.20 59.13
24 11/28/2024 748.20 57.21
25 12/28/2024 748.20 55.29
26 01/28/2025 748.20 53.37
27 02/28/2025 748.20 51.44
28 03/28/2025 748.20 49.51
29 04/28/2025 748.20 47.57
30 05/28/2025 748.20 45.62
31 06/28/2025 748.20 43.67
32 07/28/2025 748.20 41.71
33 08/28/2025 748.20 39.75
34 09/28/2025 748.20 37.78
35 10/28/2025 748.20 35.81
36 11/28/2025 748.20 33.83
Totals: 26,935.20 2,426.03

OYAMAHA

FINANCIAL SERVICES
6555 Katella Avenue, Cypress, CA 90630
(800) 551-2994, Fax (714) 761-7363
NAME OF INSURANCE AGENT:

ADDRESS:

PHONE/FAX
RE:

Please Reference our Quote#
(Customer) Account #
The Customer has leased or will be leasing equipment from Yamaha.

The Customer is required to provide Yamaha with the following insurance coverage:

Each policy shall provide that: (i) Yamaha will be given not less than thirty (30) days prior written notice of cancellation or non-renewal, (ii) it is primary insurance and any other insurance covering Yamaha shall be secondary or excess of the policy and (iii) in no event shall the policy be invalidated as against Yamaha or its assigns for any violation of any term of the policy or the Customer's application therefore.

YAMAHA MOTOR FINANCE CORPORATION, U.S.A.

Attn: Commercial Finance Group
6555 Katella Ave
Cypress, CA 90630
Your prompt attention will be appreciated.

Equipment Covered:

Equipment Location:

Title:

By:
(Signature of Authorized Officer)
(Customer)
Very Truly Yours,

TAHQUITZ CREEK GOLF CLUB
A Certificate evidencing such coverage should be mailed to Yamaha at the following address. 214017
August 18, 2022
E-MAIL: [email protected]
2-YU2A BISTRODLX GOLF CARS
1885 GOLF CLUB DRIVE
PALM SPRINGS, CA 92264

CITY OF PALM SPRINGS
YAMAHA MOTOR FINANCE CORPORATION, U.S.A.(“Yamaha”)
Public Liability Insurance naming Yamaha Motor Finance Corp., U.S.A., its successors and assigns as an ADDITIONAL INSURED with the proceeds to be payable fi rst on the behalf of Yamaha to the extent of its liability, if any. The amount of the Public Liability Insurance

ADDITIONAL INSURED
shall not be less than $1,000,000.00
amount not less than the full replacement cost of the property, with Yamaha Motor Finance Corp., U.S.A., its successors and assigns named as LOSS PAYEE
"All Risk" Property Insurance covering the property owned by or in which Yamaha has a security interest, in an combined single limit.

EMAIL

CERTIFICATE OF ACCEPTANCE
This certificate is executed pursuant to Equipment Schedule No. 214017 dated to the Master Lease Agreement dated August 18, 2022 between Yamaha Motor Finance Corporation, U.S.A.
(the "Lessor") and CITY OF PALM SPRINGS
(the "Lessee").

The Lessee hereby certifies that the Equipment set forth below, as also described in the above Equipment Schedule, has been delivered and accepted by the Lessee on the Commencement Date shown below.

QUANTITY

EQUIPMENT

TYPE/MODEL
SERIAL

NUMBER NEW/USED LOCATION
2-YU2A BISTRODLX GOLF CARS NEW TAHQUITZ CREEK GOLF CLUB 1885 GOLF CLUB DRIVE
PALM SPRINGS, CA 92264
See
Attachment
ADDITIONAL CONDITIONS/SPECIAL TERMS:

Please return this certificate as your acknowledgment of the above Commencement Date and acceptability of the Equipment.
as Lessee
By:

Name:

Title:

CITY OF PALM SPRINGS
August 18, 2022

PLEA
SE SEND YOUR PAYMENTS TO: YAMAHA MOTOR FINANCE CORP., U.S.A. 3362 Momentum Place
Chicago, IL 60689-5333
INVO
ICE NUMBER: MAN …..

Date Prepared:

Due Dat
e Quote No Description Amount Due
[quote # ] [ # o f cars, model of cars] for [new lease] or purchase.] Cars located at: [location]
Payment
P
ayment Tax

YOUR ACCOUNT BALANCE IS -----------------
Please return the bottom portion with your remittance. In clude the lease number on your check. FOR BILLING QUESTIONS, CALL YAMAHA Commercial Financ e AT 1-800-551-2994.

PLEA
SE SEND YOUR PAYMENTS TO: YAMAHA MOTOR FINANCE CORP., U.S.A. 3362 Momentum Place
Chicago, IL 60689-5333

INVOICE NUMBER MAN
Date Prepared:

Payment for:

$_________________ _________________ #_________________ Quote Number Amount Paid
Date Paid Check Number

CITY OF PALM SPRINGS
1885 GOLF CLUB DR.

PALM SPRINGS, CA 92264
08/18/2022
214017 2-YU2A BISTRODLX GOLF CARS for Municipal Lease
Cars located at: TAHQUITZ CREEK GOLF CLUB
12/28/2022 $748.20
$69.21
$817.41
08/18/2022
214017
214017

CITY OF PALM SPRINGS
1885 GOLF CLUB DR.

PALM SPRINGS, CA 92264
214017

YA
MAHA MOTOR FINANCE CORPORATION, U.S.A.
6555 KATELLA AVENUE CYPRESS, CALIFORNIA 90630-5101 800-551-2994 FAX 714-761-7363

Dear
Enclosed you will find the documentation for your lease of Yamaha golf cars. The documents enclosed in the package include the following:

Please have
these documents signed by an Authorized Officer and return them to me via fax or email. Our fax number is 714-761-7363.

Th
e insurance form should be forwarded to your insurance company and a copy returned to us with the other documentation.

If the city requires the use of Purchase Orders, please provide one with your documents. However, if they are not required please include a signed statement on official city letterhead stating that a purchase order will not be required for this transaction.

We appreciate your continued business and thank you for choosing us to service your leasing needs. If you should have any questions, please give us a call at 800-551-2994.

S i n c e r e l y ,
Yamaha Customer:

August 18, 2022
6-YU1A
Equipment Schedule #214018
Request for Insurance
Certificate of Acceptance
Invoice For First Payment
OTHER______________________________________

CITY OF PALM SPRINGS
1885 GOLF CLUB DRIVE
PALM SPRINGS, CA 92264
Stephanie Chipouras
Yamaha Motor Finance Corporation

EQUIPMENT SCHEDULE # 214018
Dated 08/18/2022

EXHIBIT A

1. This Schedule covers the following property ("Equ ipment"):

2. L ocation of Equipment:

3. T he Lease term for the Equipment described herein shall commence on consist of 36 months from the first day of the month following said date.

4. R ental payments on the Equipment shall be in the following amounts, payable on the following schedule:

5. In terest Factor:

6. Oth er Terms:

Master Lease: This Exhibit A to the Lease, Equipment Schedule, are issued pursuant to the Lease. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Lease.

All terms and conditions, representations and warranties of the Lease are hereby ratified and incorporated herein and made a part hereof as if they were expressly set forth in this Exhibit A, Equipment Schedule and this Exhibit A, Equipment Schedule, constitutes a sepa rate lease with respect to the Equipment described herein.

YAMAHA MOTOR FINANCE CORPORATION, U.S.A.

By :

Title:

Name:

By :

Title:

Craig HewittName:

President
6-YU1A GOLF CARS
December 28, 2022

3.48 %
Lessee agrees to reimburse Lessor, who shall pay any assessed property taxes due on the equipment leased pursuant to Section 12 of the Master Lease Agreement dated between the parties(the"Lease").

LESSEE: CITY OF PALM SPRINGS LESSOR:

TAHQUITZ CREEK GOLF CLUB
1885 GOLF CLUB DRIVE
PALM SPRINGS, CA 92264
Dec-22 $949.50 Jan-24 $949.50
Feb-24 $949.50
Mar-24 $949.50
Apr-24 $949.50
May-24 $949.50
Jun-24 $949.50
Jul-24 $949.50
Aug-24 $949.50
Sep-24 $949.50
Oct-24 $949.50
Nov-24 $949.50
Dec-24 $949.50
Jan-23 $949.50
Feb-23 $949.50
Mar-23 $949.50
Apr-23 $949.50
May-23 $949.50
Jun-23 $949.50
Jul-23 $949.50
Aug-23 $949.50
Sep-23 $949.50
Oct-23 $949.50
Nov-23 $949.50
Dec-23 $949.50
Jan-25 $949.50
Feb-25 $949.50
Mar-25 $949.50
Apr-25 $949.50
May-25 $949.50
Jun-25 $949.50
Jul-25 $949.50
Aug-25 $949.50
Sep-25 $949.50
Oct-25 $949.50
Nov-25 $949.50
and shall
Signature
Type or Print
36 MONTHLY PAYMENTS IN THE AMOUNT OF $949.50 (APPLICABLE TAXES TO BE BILLED).

STARTING DECEMBER 2022 AND ENDING NOVEMBER 2025. DUE THE 28TH DAY OF THE MONTH AS FOLLOWS:

Yamaha Motor Corporation, U.S.A., Lessor and their respective subsidiaries are not obligated to perform or provide any maintenance or service, under any circumstances, under the terms of the Lease. Maintenance and service are the responsibility of the Lessee. Failure by Lessee to maintain or service the equipment consistent with the terms of the Lease shall not relieve Lessee of the responsibilities under the Lease.

Signed Counterparts: The parties agree that this Exhibit A to the Lease may be signed in counterparts, that delivery of an executed counterpart of the signature page to this Exhibit A to the Lease by fax, email or other electronic means shall be as effective as delivery of a manually executed counterpart, and any failure to deliver the original manually executed counterpart sent by fax, email or other electronic means shall not affect the validity, enforceability or binding effect of this Exhibit A to the Lease. Notwithstanding any other provision of the Lease, the sole original of this Exhibit A to the lease and the Lease shall be the ones bearing the manually executed signature of the Lessor. The Lessee, by making any payment required under this Lease, ratifies all of the terms of this Exhibit A to the Lease and the Lease 08/18/2022

Yamaha Financial Services Page 1 of 1

AMORTIZATION SCHEDULE FOR MUNICIPALITY

MUNICIPAL LEASE AGREEMENT
LESSEE : TAHQUITZ CREEK GOLF CLUB
EQUIPMENT SCHEDULE # 214018
TAHQUITZ CREEK GOLF CLUB Initialed By ____________
Yield:3.480%
Mon # Due Date Payment Interest
1 12/28/2022 949.50 127.52
2 01/28/2023 949.50 125.24
3 02/28/2023 949.50 122.95
4 03/28/2023 949.50 120.66
5 04/28/2023 949.50 118.35
6 05/28/2023 949.50 116.05
7 06/28/2023 949.50 113.73
8 07/28/2023 949.50 111.41
9 08/28/2023 949.50 109.08
10 09/28/2023 949.50 106.75
11 10/28/2023 949.50 104.41
12 11/28/2023 949.50 102.06
13 12/28/2023 949.50 99.71
14 01/28/2024 949.50 97.35
15 02/28/2024 949.50 94.98
16 03/28/2024 949.50 92.61
17 04/28/2024 949.50 90.23
18 05/28/2024 949.50 87.84
19 06/28/2024 949.50 85.45
20 07/28/2024 949.50 83.05
21 08/28/2024 949.50 80.64
22 09/28/2024 949.50 78.23
23 10/28/2024 949.50 75.81
24 11/28/2024 949.50 73.38
25 12/28/2024 949.50 70.95
26 01/28/2025 949.50 68.51
27 02/28/2025 949.50 66.06
28 03/28/2025 949.50 63.61
29 04/28/2025 949.50 61.15
30 05/28/2025 949.50 58.68
31 06/28/2025 949.50 56.20
32 07/28/2025 949.50 53.72
33 08/28/2025 949.50 51.23
34 09/28/2025 949.50 48.74
35 10/28/2025 949.50 46.24
36 11/28/2025 949.50 43.73
Totals: 34,182.00 3,106.27

OYAMAHA

FINANCIAL SERVICES
6555 Katella Avenue, Cypress, CA 90630
(800) 551-2994, Fax (714) 761-7363
NAME OF INSURANCE AGENT:

ADDRESS:

PHONE/FAX
RE:

Please Reference our Quote#
(Customer) Account #
The Customer has leased or will be leasing equipment from Yamaha.

The Customer is required to provide Yamaha with the following insurance coverage:

Each policy shall provide that: (i) Yamaha will be given not less than thirty (30) days prior written notice of cancellation or non-renewal, (ii) it is primary insurance and any other insurance covering Yamaha shall be secondary or excess of the policy and (iii) in no event shall the policy be invalidated as against Yamaha or its assigns for any violation of any term of the policy or the Customer's application therefore.

YAMAHA MOTOR FINANCE CORPORATION, U.S.A.

Attn: Commercial Finance Group
6555 Katella Ave
Cypress, CA 90630
Your prompt attention will be appreciated.

Equipment Covered:

Equipment Location:

Title:

By:
(Signature of Authorized Officer)
(Customer)
Very Truly Yours,

TAHQUITZ CREEK GOLF CLUB
A Certificate evidencing such coverage should be mailed to Yamaha at the following address. 214018
August 18, 2022
E-MAIL: [email protected]
6-YU1A GOLF CARS
1885 GOLF CLUB DRIVE
PALM SPRINGS, CA 92264

CITY OF PALM SPRINGS
YAMAHA MOTOR FINANCE CORPORATION, U.S.A.(“Yamaha”)
Public Liability Insurance naming Yamaha Motor Finance Corp., U.S.A., its successors and assigns as an ADDITIONAL INSURED with the proceeds to be payable fi rst on the behalf of Yamaha to the extent of its liability, if any. The amount of the Public Liability Insurance

ADDITIONAL INSURED
shall not be less than $1,000,000.00
amount not less than the full replacement cost of the property, with Yamaha Motor Finance Corp., U.S.A., its successors and assigns named as LOSS PAYEE
"All Risk" Property Insurance covering the property owned by or in which Yamaha has a security interest, in an combined single limit.

EMAIL

CERTIFICATE OF ACCEPTANCE
This certificate is executed pursuant to Equipment Schedule No. 214018 dated to the Master Lease Agreement dated August 18, 2022 between Yamaha Motor Finance Corporation, U.S.A.
(the "Lessor") and CITY OF PALM SPRINGS
(the "Lessee").

The Lessee hereby certifies that the Equipment set forth below, as also described in the above Equipment Schedule, has been delivered and accepted by the Lessee on the Commencement Date shown below.

QUANTITY

EQUIPMENT

TYPE/MODEL
SERIAL

NUMBER NEW/USED LOCATION
6-YU1A GOLF CARS NEW TAHQUITZ CREEK GOLF CLUB
1885 GOLF CLUB DRIVE
PALM SPRINGS, CA 92264
See
Attachment
ADDITIONAL CONDITIONS/SPECIAL TERMS:

Please return this certificate as your acknowledgment of the above Commencement Date and acceptability of the Equipment.
as Lessee
By:

Name:

Title:

CITY OF PALM SPRINGS
August 18, 2022

PLEA
SE SEND YOUR PAYMENTS TO: YAMAHA MOTOR FINANCE CORP., U.S.A. 3362 Momentum Place
Chicago, IL 60689-5333
INVO
ICE NUMBER: MAN …..

Date Prepared:

Due Dat
e Quote No Description Amount Due
[quote # ] [ # o f cars, model of cars] for [new lease] or purchase.] Cars located at: [location]
Payment
P
ayment Tax

YOUR ACCOUNT BALANCE IS -----------------
Please return the bottom portion with your remittance. In clude the lease number on your check. FOR BILLING QUESTIONS, CALL YAMAHA Commercial Financ e AT 1-800-551-2994.

PLEA
SE SEND YOUR PAYMENTS TO: YAMAHA MOTOR FINANCE CORP., U.S.A. 3362 Momentum Place
Chicago, IL 60689-5333

INVOICE NUMBER MAN
Date Prepared:

Payment for:

$_________________ _________________ #_________________ Quote Number Amount Paid
Date Paid Check Number

CITY OF PALM SPRINGS
1885 GOLF CLUB DR.

PALM SPRINGS, CA 92264
08/18/2022
214018 6-YU1A GOLF CARS for Municipal Lease
Cars located at: TAHQUITZ CREEK GOLF CLUB
12/28/2022 $949.50
$87.83
$1,037.33
08/18/2022
214018
214018

CITY OF PALM SPRINGS
1885 GOLF CLUB DR.

PALM SPRINGS, CA 92264
214018

YA
MAHA MOTOR FINANCE CORPORATION, U.S.A.
6555 KATELLA AVENUE CYPRESS, CALIFORNIA 90630-5101 800-551-2994 FAX 714-761-7363

Dear
Enclosed you will find the documentation for your lease of Yamaha golf cars. The documents enclosed in the package include the following:

Please have
these documents signed by an Authorized Officer and return them to me via fax or email. Our fax number is 714-761-7363.

Th
e insurance form should be forwarded to your insurance company and a copy returned to us with the other documentation.

If the city requires the use of Purchase Orders, please provide one with your documents. However, if they are not required please include a signed statement on official city letterhead stating that a purchase order will not be required for this transaction.

We appreciate your continued business and thank you for choosing us to service your leasing needs. If you should have any questions, please give us a call at 800-551-2994.

S i n c e r e l y ,
Yamaha Customer:

August 18, 2022
1-DR2AWXSHLR
Equipment Schedule #214019
Request for Insurance
Certificate of Acceptance
Invoice For First Payment
OTHER______________________________________

CITY OF PALM SPRINGS
1885 GOLF CLUB DRIVE
PALM SPRINGS, CA 92264
Stephanie Chipouras
Yamaha Motor Finance Corporation

EQUIPMENT SCHEDULE # 214019
Dated 08/18/2022

EXHIBIT A

1. This Schedule covers the following property ("Equ ipment"):

2. L ocation of Equipment:

3. T he Lease term for the Equipment described herein shall commence on consist of 36 months from the first day of the month following said date.

4. R ental payments on the Equipment shall be in the following amounts, payable on the following schedule:

5. In terest Factor:

6. Oth er Terms:

Master Lease: This Exhibit A to the Lease, Equipment Schedule, are issued pursuant to the Lease. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Lease.

All terms and conditions, representations and warranties of the Lease are hereby ratified and incorporated herein and made a part hereof as if they were expressly set forth in this Exhibit A, Equipment Schedule and this Exhibit A, Equipment Schedule, constitutes a sepa rate lease with respect to the Equipment described herein.

YAMAHA MOTOR FINANCE CORPORATION, U.S.A.

By :

Title:

Name:

By :

Title:

Craig HewittName:

President
1-DR2AWXSHLR GOLF CAR
December 28, 2022

3.48 %
Lessee agrees to reimburse Lessor, who shall pay any assessed property taxes due on the equipment leased pursuant to Section 12 of the Master Lease Agreement dated between the parties(the"Lease").

LESSEE: CITY OF PALM SPRINGS LESSOR:

TAHQUITZ CREEK GOLF CLUB
1885 GOLF CLUB DRIVE
PALM SPRINGS, CA 92264
Dec-22 $248.75 Jan-24 $248.75
Feb-24 $248.75
Mar-24 $248.75
Apr-24 $248.75
May-24 $248.75
Jun-24 $248.75
Jul-24 $248.75
Aug-24 $248.75
Sep-24 $248.75
Oct-24 $248.75
Nov-24 $248.75
Dec-24 $248.75
Jan-23 $248.75
Feb-23 $248.75
Mar-23 $248.75
Apr-23 $248.75
May-23 $248.75
Jun-23 $248.75
Jul-23 $248.75
Aug-23 $248.75
Sep-23 $248.75
Oct-23 $248.75
Nov-23 $248.75
Dec-23 $248.75
Jan-25 $248.75
Feb-25 $248.75
Mar-25 $248.75
Apr-25 $248.75
May-25 $248.75
Jun-25 $248.75
Jul-25 $248.75
Aug-25 $248.75
Sep-25 $248.75
Oct-25 $248.75
Nov-25 $248.75
and shall
Signature
Type or Print
36 MONTHLY PAYMENTS IN THE AMOUNT OF $248.75 (APPLICABLE TAXES TO BE BILLED).

STARTING DECEMBER 2022 AND ENDING NOVEMBER 2025. DUE THE 28TH DAY OF THE MONTH AS FOLLOWS:

Yamaha Motor Corporation, U.S.A., Lessor and their respective subsidiaries are not obligated to perform or provide any maintenance or service, under any circumstances, under the terms of the Lease. Maintenance and service are the responsibility of the Lessee. Failure by Lessee to maintain or service the equipment consistent with the terms of the Lease shall not relieve Lessee of the responsibilities under the Lease.

Signed Counterparts: The parties agree that this Exhibit A to the Lease may be signed in counterparts, that delivery of an executed counterpart of the signature page to this Exhibit A to the Lease by fax, email or other electronic means shall be as effective as delivery of a manually executed counterpart, and any failure to deliver the original manually executed counterpart sent by fax, email or other electronic means shall not affect the validity, enforceability or binding effect of this Exhibit A to the Lease. Notwithstanding any other provision of the Lease, the sole original of this Exhibit A to the lease and the Lease shall be the ones bearing the manually executed signature of the Lessor. The Lessee, by making any payment required under this Lease, ratifies all of the terms of this Exhibit A to the Lease and the Lease 08/18/2022

Yamaha Financial Services Page 1 of 1

AMORTIZATION SCHEDULE FOR MUNICIPALITY

MUNICIPAL LEASE AGREEMENT
LESSEE : TAHQUITZ CREEK GOLF CLUB
EQUIPMENT SCHEDULE # 214019
TAHQUITZ CREEK GOLF CLUB Initialed By ____________
Yield:3.480%
Mon # Due Date Payment Interest
1 12/28/2022 248.75 30.97
2 01/28/2023 248.75 30.37
3 02/28/2023 248.75 29.77
4 03/28/2023 248.75 29.16
5 04/28/2023 248.75 28.55
6 05/28/2023 248.75 27.94
7 06/28/2023 248.75 27.33
8 07/28/2023 248.75 26.71
9 08/28/2023 248.75 26.10
10 09/28/2023 248.75 25.48
11 10/28/2023 248.75 24.86
12 11/28/2023 248.75 24.24
13 12/28/2023 248.75 23.62
14 01/28/2024 248.75 22.99
15 02/28/2024 248.75 22.37
16 03/28/2024 248.75 21.74
17 04/28/2024 248.75 21.11
18 05/28/2024 248.75 20.48
19 06/28/2024 248.75 19.85
20 07/28/2024 248.75 19.21
21 08/28/2024 248.75 18.58
22 09/28/2024 248.75 17.94
23 10/28/2024 248.75 17.30
24 11/28/2024 248.75 16.66
25 12/28/2024 248.75 16.02
26 01/28/2025 248.75 15.37
27 02/28/2025 248.75 14.72
28 03/28/2025 248.75 14.07
29 04/28/2025 248.75 13.42
30 05/28/2025 248.75 12.77
31 06/28/2025 248.75 12.12
32 07/28/2025 248.75 11.46
33 08/28/2025 248.75 10.80
34 09/28/2025 248.75 10.14
35 10/28/2025 248.75 9.48
36 11/28/2025 248.75 8.82
Totals: 8,955.00 722.55

OYAMAHA

FINANCIAL SERVICES
6555 Katella Avenue, Cypress, CA 90630
(800) 551-2994, Fax (714) 761-7363
NAME OF INSURANCE AGENT:

ADDRESS:

PHONE/FAX
RE:

Please Reference our Quote#
(Customer) Account #
The Customer has leased or will be leasing equipment from Yamaha.

The Customer is required to provide Yamaha with the following insurance coverage:

Each policy shall provide that: (i) Yamaha will be given not less than thirty (30) days prior written notice of cancellation or non-renewal, (ii) it is primary insurance and any other insurance covering Yamaha shall be secondary or excess of the policy and (iii) in no event shall the policy be invalidated as against Yamaha or its assigns for any violation of any term of the policy or the Customer's application therefore.

YAMAHA MOTOR FINANCE CORPORATION, U.S.A.

Attn: Commercial Finance Group
6555 Katella Ave
Cypress, CA 90630
Your prompt attention will be appreciated.

Equipment Covered:

Equipment Location:

Title:

By:
(Signature of Authorized Officer)
(Customer)
Very Truly Yours,

TAHQUITZ CREEK GOLF CLUB
A Certificate evidencing such coverage should be mailed to Yamaha at the following address. 214019
August 18, 2022
E-MAIL: [email protected]
1-DR2AWXSHLR GOLF CAR
1885 GOLF CLUB DRIVE
PALM SPRINGS, CA 92264

CITY OF PALM SPRINGS
YAMAHA MOTOR FINANCE CORPORATION, U.S.A.(“Yamaha”)
Public Liability Insurance naming Yamaha Motor Finance Corp., U.S.A., its successors and assigns as an ADDITIONAL INSURED with the proceeds to be payable fi rst on the behalf of Yamaha to the extent of its liability, if any. The amount of the Public Liability Insurance

ADDITIONAL INSURED
shall not be less than $1,000,000.00
amount not less than the full replacement cost of the property, with Yamaha Motor Finance Corp., U.S.A., its successors and assigns named as LOSS PAYEE
"All Risk" Property Insurance covering the property owned by or in which Yamaha has a security interest, in an combined single limit.

EMAIL

CERTIFICATE OF ACCEPTANCE
This certificate is executed pursuant to Equipment Schedule No. 214019 dated to the Master Lease Agreement dated August 18, 2022 between Yamaha Motor Finance Corporation, U.S.A.
(the "Lessor") and CITY OF PALM SPRINGS
(the "Lessee").

The Lessee hereby certifies that the Equipment set forth below, as also described in the above Equipment Schedule, has been delivered and accepted by the Lessee on the Commencement Date shown below.

QUANTITY

EQUIPMENT

TYPE/MODEL
SERIAL

NUMBER NEW/USED LOCATION
1-DR2AWXSHLR GOLF CAR NEW TAHQUITZ CREEK GOLF CLUB
1885 GOLF CLUB DRIVE
PALM SPRINGS, CA 92264
See
Attachment
ADDITIONAL CONDITIONS/SPECIAL TERMS:

Please return this certificate as your acknowledgment of the above Commencement Date and acceptability of the Equipment.
as Lessee
By:

Name:

Title:

CITY OF PALM SPRINGS
August 18, 2022

PLEASE SEND YOUR PAYMENTS TO: YAMAHA MOTOR FINANCE CORP., U.S.A. 3362 Momentum Place
Chicago, IL 60689-5333

INVOICE NUMBER: MAN …..

Date Prepared:

Due Date Quote No Description Amount Due

[quote #] [ # of cars, model of cars] for [new lease] or purchase.] Cars located at: [location]

Paymen t
Payment Tax

YOUR ACCOUNT BALANCE IS -----------------

Please return the bottom portion with your remittance. In clude the lease number on your check. FOR BILLING QUESTIONS, CALL YAMAHA Commercial Financ e AT 1-800-551-2994.

PLEASE SEND YOUR PAYMENTS TO: YAMAHA MOTOR FINANCE CORP., U.S.A. 3362 Momentum Place
Chicago, IL 60689-5333

INVOICE NUMBER MAN
Date Prepared:

Payment for:

$_________________ _________________ #_________________ Quote Number
Amount Paid Date Paid Check Number

CITY OF PALM SPRINGS
1885 GOLF CLUB DR.

PALM SPRINGS, CA 92264

08/18/2022
214019 1-DR2AWXSHLR GOLF CAR for Municipal Lease
Cars located at: TAHQUITZ CREEK GOLF CLUB
12/28/2022 $248.75
$23.01
$271.76
08/18/2022
214019
214019

CITY OF PALM SPRINGS
1885 GOLF CLUB DR.

PALM SPRINGS, CA 92264

214019

1. Name of Entity

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
Yamaha Motor Finance Corporation, U.S.A.

2. Address of Entity (Principle Place of Business)
6555 Katella Ave, Cypress, CA 90260

3. Local or California Address (if different than #2)
same as above

4. State where Entity is Registered with Secretary of State California
If other than California, is the Entity also registered in California? n Yes n No

5. Type of Entity
0 Corporation D Limited Liability Company D Partnership D Trust D Other (please specify)

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity Jeff Young 0 Officer D Director D Member D Manager
(Revised 05/16/19)
[name]
D General Partner D Limited Partner
□Other
D Officer D Director D Member D Manager
[name]
D General Partner D Limited Partner
□Other
D Officer D Director D Member D Manager
[name]
D General Partner D Limited Partner
□Other

CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

7. Owners/Investors with a 5% beneficial interest in the APPiicant Entitv or a related entity [name of owner/investor] [percentage of beneficial interest in entity and name of entity]
A.
not applicable
[name of owner/investor] [percentage of beneficial interest in entity and name of entitv]
B.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
C.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
D.
[name of owner/investor] [percentage of beneficial interest in entity and name of entitvl
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity)

I DECLARE UNDER PENAL TY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
(Revised 05/16/19)

CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

CITY COUNCIL STAFF REPORT
09/29/2022   1. V.

City Clerk -

SUBJECT
APPROVE THE PURCHASE OF UNMANNED AERIAL SYSTEM (UAS) INCLUDING CAMERA, SPOTLIGHT AND ACCESSORIES
RECOMMENDATION:

Approve the purchase of a DJI Matrice 300 RTK Unmanned Aerial System in the amount of $35,161.02.

Attachments
Item 1V
[Type text]

CITY COUNCIL STAFF REPORT

DATE: S EPTEMBER 29, 2022 CONSENT CALENDAR

SUBJECT: APPROVE THE PURCHASE OF UNMANNED AERIAL SYSTEM (UAS)

INCLUDING CAMERA, SPOTLIGHT AND ACCESSORIES

FROM: Teresa Gallavan, Interim City Manager

BY: Police Department

SUMMARY:

The deployment of unmanned aerial systems (UAS), or drones, by public safety organizations across the country has proven invaluable in mitigating risk, improving efficiency, and preventing injury for both the public and first responders. The Police Department is proposing to purchase a DJI Matrice 300 RTK UAS, a versatile tool that will assist in search and rescue efforts, promote event security, and document collision or crime scenes and damage caused by natural disasters. The pricing of the UAS falls within the scope of the City Manager’s signing authority, however, Staff wants to make Council aware of this potentially life-saving equipment purchase.

RECOMMENDATION:

Approve the purchase of a DJI Matrice 300 RTK Unmanned Aerial System in the amount of $35,161.02.

STAFF ANALYSIS:

Unmanned aerial systems have become an essential part of public safety operations nationwide. The UAS can provide visual access to large expanses, including hazardous mountainous terrain and remote desert areas, increasing efficiency in locating lost hikers and at-risk or missing children and adults. The Police Department (Department) can use the UAS to provide critical overwatch protection at large- scale special events, including parades.

The Department would also be able to monitor rapidly evolving report s of at - large persons suspected of serious criminal offenses, or individuals threatening violent behavior before potentially dangerous face- to-face contact is required, allowing officers vital time to de-escalate the situation.

City of Palm Springs Ordinance 2064, which adopted the Police Department’s Military Equipment Policy 709 as required by Assembly Bill 481, was approved by Council on June 16, 2022. Military equipment, as defined by Government Code 7070, includes

City Council Staff Report
September 29, 2022 - Page 2
Purchase of Unmanned Aerial System (UAS)

unmanned, remotely powered aerial vehicles, also known as unmanned aerial systems (UAS) or drones . The use of all military equipment, including the UAS, will be reported annually at a public meeting. Use of the UAS will also be reported monthly on the Department’s website. Any use of the UAS will be in strict accordance with constitutionally protected privacy and associational rights and Federal Aviation Administration (FAA) regulations. The Department has drafted a policy that addresses privacy considerations related to UAS deployment and prohibited uses of the device. Palm Springs Police Department Policy 609 governing the use of the UAS is included as Attachment A.

The Department solicited and received quotes for the DJI Matrice 300 RTK, camera, spotlight, and accessories from three vendors, as follows:

Vendor Quote
Advexure $35,161.02
Drones Made Easy $36,764.80
Drone Nerds $38,206.95

The Advexure quote has been included as Attachment B.

ENVIRONMENTAL IMPACT:

The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.

According to Section 15378(b), a Project does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.

FISCAL IMPACT:

Funds are budgeted and available in the Department’s current fiscal year budget.

REVIEWED BY:

Department Director: Andrew Mills
City Manager: Teresa Gallavan

ATTACHMENTS:

A. Palm Springs Police Department Policy 609
B. Advexure Quote

ATTACHMENT "A"

Policy
609
Palm Springs Police Department
Policies
Copyright Lexipol, LLC 2022/09/20, All Rights Reserved.

Published with permission by Palm Springs Police Department Unmanned Aerial System (UAS) Operations -
1 Unmanned Aerial System (UAS) Operations
609.1 PURPOSE AND SCOPE
The purpose of this policy is to establish guidelines for the use of an unmanned aerial system (UAS) and for the storage, retrieval and dissemination of images and data captured by the UAS. 609.1.1 DEFINITIONS
Definitions related to this policy include:

Unmanned Aerial System (UAS) - An unmanned aircraft of any type that is capable of sustaining directed flight, whether preprogrammed or remotely controlled (commonly referred to as an unmanned aerial vehicle (UAV)), and all of the supporting or attached systems designed for gathering information through imaging, recording, or any other means. 609.2 POLICY
Unmanned aerial systems may be utilized to enhance the department's mission of protecting lives and property when other means and resources are not available or are less effective. The deployment of unmanned aerial systems by public safety organizations across the country has proven invaluable in improving efficiency, mitigating risk, and preventing injury for both the public and first responders.By affording the department an opportunity to visually access hazardous mountainous terrain or remote desert areas quickly, efficiency is increased in locating lost hikers, at-risk dependent adults, and missing children. Unmanned aerial systems also enable the department to exponentially magnify our capabilities when providing critical overwatch protection during popular large scale special events by increasing our ability to recognize traffic safety hazards or potential pre-assault indicators, and proactively circumventing pending danger or violence without significantly increasing staffing requirements. Unmanned aerial systems provide the ability to monitor rapidly evolving reports of at-large persons suspected of serious criminal offenses or individuals threatening violent behavior before potentially dangerous face-to-face contact is required.

Any use of a UAS will be in strict accordance with constitutional and privacy rights and Federal Aviation Administration (FAA) regulations.
609.3 PRIVACY
The use of the UAS potentially involves privacy considerations. Absent a warrant or exigent circumstances, operators and observers shall adhere to FAA altitude regulations and shall not intentionally record or transmit images of any location where a person would have a reasonable expectation of privacy (e.g., residence, yard, enclosure). Operators and observers shall take reasonable precautions to avoid inadvertently recording or transmitting images of areas where there is a reasonable expectation of privacy. Reasonable precautions can include, for example, deactivating or turning imaging devices away from such areas or persons during UAS operations.

Palm Springs Police Department
Policies
Unmanned Aerial System (UAS) Operations
Copyright Lexipol, LLC 2022/09/20, All Rights Reserved.

Published with permission by Palm Springs Police Department Unmanned Aerial System (UAS) Operations -
2 609.4 PROGRAM COORDINATOR
The Chief of Police will appoint a program coordinator who will be responsible for the management of the UAS program. The program coordinator will ensure that policies and procedures conform to current laws, regulations, and best practices and will have the following additional responsibilities:
• Coordinating the FAA Certificate of Waiver or Authorization (COA) application process and ensuring that the COA is current.
• Ensuring that all authorized operators and required observers have completed all required FAA and department-approved training in the operation, applicable laws, policies, and procedures regarding use of the UAS.
• Developing a uniform protocol for submission and evaluation of requests to deploy a UAS, including urgent requests made during ongoing or emerging incidents.

Deployment of a UAS shall require authorization by the Chief of Police or an authorized designee.
• Developing protocol for conducting criminal investigations involving a UAS, including documentation of time spent monitoring a subject.
• Implementing a system for public notification of UAS deployment during critical incidents or pre-planned large-scale public events.
• Developing an operational protocol governing the deployment and operation of a UAS including, but not limited to, safety oversight, use of visual observers, the establishment of lost link procedures, and secure communication with air traffic control facilities.
• Developing a protocol for fully documenting all missions. In addition to the mandated annual reporting required to remain in compliance with Assembly Bill 481 regarding the department's use of military equipment, all utilization and deployments of the UAS will also be detailed in a quarterly report which will be made available in accordance with standard department practices.
• Developing a UAS inspection, maintenance, and record-keeping protocol to ensure the continuing airworthiness of a UAS, up to and including its overhaul or life limits. • Developing protocols to ensure that all data intended to be used as evidence are accessed, maintained, stored, and retrieved in a manner that ensures its integrity as evidence, including strict adherence to the chain of custody requirements. Electronic trails, including encryption, authenticity certificates, and date and time stamping, shall be used as appropriate to preserve individual rights and to ensure the authenticity and maintenance of a secure evidentiary chain of custody.
• Developing protocols that ensure retention and purge periods are maintained in accordance with established records retention schedules. • Facilitating law enforcement access to images and data captured by the UAS. • Recommending program enhancements, particularly regarding safety and information security.
• Ensuring that established protocols are followed by monitoring and providing quarterly reports on the program to the Chief of Police.