Agenda packet, regular meeting, first session — Palm Springs City Council, July 25, 2024 (part 4 of 8)

(“Software and Cloud Offerings”), each offering will be subject to the applicable supplier's end user license and use terms ("Supplier Terms") made available by the supplier or which can be found at the “terms-and-policies” link below. By ordering, paying for, receiving or using Software and Cloud Offerings, you agree to be bound by and accept the Supplier Terms unless you and the applicable supplier have a separate agreement which governs. https://www.insight.com/terms-and-policies
Insight Public Sector, Inc.

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City of Palm Springs
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EXHIBIT “C” INSURANCE

PROVISIONS

INSURANCE

1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers.

2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows:

1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate;

2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence;

3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is:
_________ required
___X____ is not required;

4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form.

3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall Item 1P - Page 15
not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and 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 (1) 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: (1) 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.

D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers.

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In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies.

All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them.

7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions.

8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability.

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EXHIBIT “D”
EXECUTIVE ORDER N-6-22 CERTIFICATION
Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect.

Executive Order N-6-22 also requires that any contractor that: (1) currently has a contract with the City of Palm Springs funded through grant funds provided by the State of California; and/or (2) submits a bid or proposal or otherwise proposes to or enter into or renew a contract with the City of Palm Springs with State of California grant funds, certify that the person is not the target of any economic sanctions against Russia and Russian entities and individuals.

The contractor hereby certifies, SUBJECT TO PENALTY FOR PERJURY, that a) the contractor is not a target of any economic sanctions against Russian and Russian entities and individuals as discussed in Executive Order N-6-22 and b) the person signing below is duly authorized to legally bind the Contractor. This certification is made under the laws of the State of California.

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Date:

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EXHIBIT “E”

AUTOMATED LICENSE PLATE READER POLICY
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Policy Palm Springs Police Department
430 Policies
Automated License Plate Readers (ALPRs)
430.1 PURPOSE AND SCOPE
ALPR technology is a computer-based system that utilizes special cameras to capture license plate information. The ALPR system captures an infrared license plate image and converts it to a text file using Optical Character Recognition ("OCR") technology The text is compared to various hotl ists generated by local, state, and federal law enforcement agencies, including the National Crime Information Center ("NCIC"). and generates an alert when there is a hit The ALPR system identifies license plates and will not identify the person operating the motor vehicle. The Department may, as a separate step and for legitimate law enforcement purposes per the Federal Driver's Privacy Protection Act, and as set forth in this Policy, undertake to identify the owner of a vehicle in the event the ALPR system generates an alert such as by running the license plate number through the State of California Department of Motor Vehicle (OMV) database.

The ALPR system shall be restricted to legitimate law enforcement uses for the purpose of furthering legitimate law enforcement goals and enhancing public safety Such uses and goals include but are not limited to, providing information to officers that will assist in ongoing criminal investigations, crime prevention, crime detection, the apprehension of wanted persons, ensuring the safety of vulnerable individuals through the recovery of missing and endangered persons, and improving the quality of life in our community through the identification and removal of stolen or unregistered motor vehicles.

The Department shall utilize hot lists which further the above specified goals of the ALPR system , where there is a legitimate and specific law enforcement reason for identifying a vehicle associated with an outstanding arrest warrant, vehicles related to missing persons investigations, vehicles associated with AMBER Alerts, stolen vehicles, vehicles that are reasonably believed to be involved in the commission of a crime, vehicles which are registered to or are reasonably believed to be operated by persons who do not have a valid operator's license or who are on the revoked or suspended list, vehicles with expired registrations, vehicles registered to persons who are subject to a restraining order issued by a court or by the Parole Board, or who are subject to any other duly issued order restricting their movements, vehicles registered to persons wanted by a law enforcement agency who are of interest in a specific investigation, or vehicles registered to persons who are on any watch list issued by a State or Federal agency responsible for homeland security when information has been received concerning a specific individual. 430.2 POLICY
The policy of the Palm Springs Police Department is to utilize ALPR technology to capture and store digital license plate data and images while recognizing the established privacy rights of the public
All data and images gathered by the ALPR are for the official use of this department Because such data may contain confidential information, it is not open to public review.

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Palm Springs Police Department
Policies
Automated License Plate Readers (ALPRs)
It shall be the policy of the Palm Springs Police Department that all Department members abide by the policy and its procedures set forth when using the ALPR system, thereby increasing the efficiency and effectiveness of its public safety efforts in a manner that safeguards the privacy concerns of law abiding citizens.
430.3 DEFINITIONS
(a) Automated License Plate Reader (ALPR): A device that uses cameras and computer technology to compare digital images of license plates to lists of known plates of interest.
(b) Automated License Plate Reader (ALPR) System: The computerized storage system of data collected from Automated License Plate Readers. (c) Hit Alert: An audible and/or visual signal from the ALPR System activated upon the read of a license plate by the ALPR Sytem that has NOT BEEN VISUALLY VERIFIED by the ALPR operator against the photo in the ALPR System. A Hit Alert from the ALPR system may indicate that a scanned license plate number may be in the NCIC or other law enforcement database for a specific reason, including, but not limited to, being related to a stolen car, wanted person, wanted vehicle, missing person, domestic violence protective order or terrorist-related activity (d) Hot List: A list of license plates associated with vehicles of interest from databases including, but not limited to National Crime Information Center (NCIC), Department of Motor Vehicles (OMV), and vehicles sought by local law enforcement agencies. (e) Detection: Data obtained by an ALPR of license plates within public view that were read by an ALPR device, including potential images of the license plate and vehicle on which it was displayed, and information regarding the location of the ALPR equipment at the time of the detection.
430.4 ALPR ADMINISTRATOR
The Police Captain overseeing the Operations Division shall be responsible for developing guidelines and procedures to comply with the requirements of Civil Code§ 1798.90.5 et seq. This includes, but is not limited to (Civil Code§ 1798.90.51; Civil Code§ 1798.90 53) (a) A description of the job title or other designation of the members and independent contractors who are authorized to use or access the ALPR system or to collect ALPR information.
(b) Training requirements for authorized users.
(c) A description of how the ALPR system will be monitored to ensure the security of the information and compliance with applicable privacy laws. (d) Procedures for system operators to maintain records of access in compliance with Civil Code§ 1798.90.52.
(e) The title and name of the current designee in overseeing the ALPR operation. (f) Working with the Custodian of Records on the retention and destruction of ALPR data.

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Palm Springs Police Department
Policies
Automated License Plate Readers (ALPRs)
(g) Ensuring this policy and related procedures are conspicuously posted on the Police Department website.
(h) Shall submit a quarterly ALPR System Audit Report and Total Detection Report to the Chief of Police.
(i) All installation and maintenance of ALPR equipment, as well as ALPR data retention and access shall be managed bly the ALPR Administrator who will assign members under his/her command to administer the day-to-day operation of the ALPR equipment and data.
430.4 AUTHORIZED USERS
The ALPR System shall only be accessed by the following Police Department positions after the completion of Department approved training and upon the approval of the ALPR Administrator:
(a) Police Officers
(b) Police Sergeants
( c) Police Lieutenants
(d) Police Captains
(e) Police Chief
(f) Police Dispatchers
(g) Crime Analyst
(h) Community Service Officers
(i) City approved contractor for ALPR system maintenance. 430.6 ALPR OPERATIONS
Use of an ALPR isrestricted to the purposes outlined below. Department members shall not use, or allow others to use the equipment or database records for any unauthorized purpose (Civil Code § 1798.90.51; Civil Code § 1798 90.53).
(a) An ALPR shall only be used for official law enforcement business. (b) An ALPR may be used in conjunction with any routine patrol operation or criminal investigation Reasonable suspicion or probable cause is not required before using anALPR
(c) While an ALPR may be used to canvass license plates around any crime scene, particular consideration should be given to using ALPR-equipped cars to canvass areas around homicides, shootings and other major incidents. Partial license plates reported during major crimes should be entered into the ALPR system in an attempt to identify suspect vehicles.
(d) No member of this department shall operate ALPR equipment or access ALPR data without first completing department-approved training and receiving ALPR Administrator approval.

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Palm Springs Police Department
Policies
Automated License Plate Readers (ALPRs)
(e) No ALPR operator may access department, state or federal data unless otherwise authorized to do so.
(f) ALPR operators shall ensure ALPR cameras are properly affixed to the assigned police vehicle prior to sta,rting their shift and shall inspect the equipment for damage or excessive wear.
(g) ALPR operators shall ensure the ALPR system is functioning properly at the start of their shift.
(h) ALPR operators shall report any damage, excessive wear, and/or function issues to the ALPR Administrator via Department email immediately (i) Login/Log-Out Procedure- To ensure proper operation and to security oversight of the ALPR system, all operators will be required to have individual credentials for access and use of the systems and/or data.
(j) Any potential data breaches of the ALPR system shall be reported to the ALPR Administrator immediately
(k) When an ALPR Detection alarm is received alerting an ALPR Operator of a positive Hit from the ALPR database, operators shall compare the digital image of the license plate to the Hotlist information to verify the Hit for both the state and characters on the license plate. Absent exig:ent circumstances, ALPR Operators shall confirm the ALPR information via radio or mobile data computer to immediately confirm the Hit prior to taking enforcement or any other type of police action
(I) If an alert is received on an incorrect letter or number on a license plate, the user should correct the number received on the hit for accurate information if the correct information is available.
430.7 ALPR SYSTEM OPERATIONS
Use of the ALPR System is restricted to the purposes outlined below. Department members shall not use the system for any unauthorized purpose (Civil Code§ 1798.90.51; Civil Code§ 1798.90.53).
(a) The ALPR system shall only be used for official law enforcement purposes. (b) No member of this department shall be permitted to access the ALPR System without first completing department-approved training and receiving ALPR Administrator approval.
(c) Database information shall be considered confidential and for law enforcement personnel only.
(d) Login/Log-Out Procedure- To ensure proper operation and to security oversight of the ALPR system, all operators will be required to have individual credentials for access and use of the systems and/or data.
(e) ALPR System Users shall not allow non-authorized users to view system data. (f) Access to the ALPR system shall be from Department issued or Department owned computer equipment and shall not be accessed from personally owned devices without written permission from the ALPR Administrator.

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Palm Springs Police Department
Policies
Automated License Plate Readers (ALPRs)
(g) All queries of system data shall include the reason for query and any applicable event number associated with query
(h) Any potential data breaches of the ALPR System shall be reported to the ALPR Administrator immediately
(i) The Palm Springs Police Department shall maintain robust security procedures and practices, including operational, administrative, technical, and physical safeguards, to protect ALPR information from unauthorized access, destruction, use, modification, or disclosure.
430.8 DATA COLLECTION AND RETENTION
The Operations Division Captain is responsible for ensuring that systems and processes are in place for the proper collection and retention of ALPR data. Data will be transferred from vehicles or fixed locations to the designated storage in accordance with department procedure.

The ALPR vendor, Flock Safety, will store the ALPR data (data hosting) and ensure proper maintenance and security of data stored in their data towers. Flock Safety will purge their data at the end of the 30 days of storage. However, this will not preclude the Department from maintaining any relevant vehicle data obtained from the system after that period pursuant to City's approved retention schedule mentioned above or outlined elsewhere.

All ALPR data downloaded should be stored for no longer than one year, and in accordance with the established records and retention protocols. Thereafter, ALPR data should be purged unless it has become, or it is reasonable to believe it will become, evidence in a criminal or civil action or is subject to a discovery request or other lawful action to produce records. In those circumstances the applicable data should be downloaded from the server onto portable media and booked into evidence until the pending litigation is resolved (Government Code § 34090.6) ALPR technology uses cameras to capture and store images from public spaces, where persons do not have a reasonable expectation of privacy. All videos gathered by these systems are for the official use of this department. The ALPR cameras will be positioned to optimize collection of images from public places to minimize collection of images from places where an expectation of privacy exists or places exposed to view (e.g., parking lot of a shop or business) 430.9 ACCOUNTABILITY AND PRIVACY
All personnel auihorized to use or access ALPR System data will be accountable for knowledge of this policy All personnel shall report errors and suspected or confirmed violations of this policy to their supervisor.

All access to the system will be logged and the Department will maintain an audit trail of requested and accessed information, including the purpose of the query All data will be dosely safeguarded and protected by both procedural and technological means.

The Palm Springs Police Department will observe the following safeguards regarding access to and use of stored data (Civil Code§ 1798.90.51; Civil Code§ 1798.90.53) Copyright Lexipol. LLC 2024/06/19. All Rights Reserved.

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Palm Springs Police Department
Policies
Automated License Plate Readers (ALPRs)
(a) All ALPR data downloaded to the mobile workstation and in storage shall be accessible only through a login/password-protected system capable of documenting all access of information by name, date and time (Civil Code§ 1798.90 52) (b) Persons approved to access ALPR data under these guidelines are permitted to access the data for legitimate law enforcement purposes only, such as when the data relate to a specific criminal investigation or department-related civil or administrative action.
(c) The ALPR System database and software resides in a data center featuring full redundancy and access controls.
(d) All investigative queries into collected ALPR data are logged by user and available for auditing and review by the Department as outlined in this policy. (e) ALPR system audits should be conducted on a regular basis. To ensure proper oversight into the use of the system and adherence to this policy, all activities (plate detections, queries, reports, etc ) are automatically recorded by the system for auditing purposes. System audits shall be conducted by the Operations Captain quarterly. The audit report shall include an explanation regarding any data retained longer than than two years (e g data retained as evidence in a criminal case) (f) Permitted/Impermissible Uses. The ALPR system, and all data collected, is the property of the Department Department personnel may only access and use the ALPR system for official and legitimate law enforcement purposes consistent with this Policy.

The following uses of the ALPR system are specifically prohibited:
(a) Invasion of Privacy: Except when done pursuant to a court order such as a search warrant, it is a violation of this Policy to uttilize the ALPR to record license plates except those of vehicles that are exposed to public view (e g , vehicles on a public road or street, or that are on private property but whose license plate(s) are visible from a public road, street, or a place to which members of the public have access, such as the parking lot of a shop or other business establishment). (b) Harassment or Intimidation: It is a violation of this Policy to use the ALPR system to harass and/or intimidate any individual or group.
(c) Personal Use It is a violation of this Policy to use the ALPR system or associated scan files or hot lists for any personal pmpose.
(d) Anyone who engages in an impermissible use of the ALPR system or associated scan files or hot lists may be subject to
· criminal prosecution,
· civil liability, and/or
· administrative sanctions, up to and including termination, pursuant to and consistent with the relevant collective bargaining agreements and Department policies For security or data breaches, see the Records Release and Maintenance Policy.

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Palm Springs Police Department
Policies
Automated License Plate Readers (ALPRs)
430.10 RELEASING ALPR DATA
The ALPR data may be shared only with other law enforcement or prosecutorial agencies for official law enforcement purposes or as otherwise permitted by law, using the following procedures:
(a) The agency makes a written request for the ALPR data that includes:
(a) The name of the agency
(b) The name of the person requesting.
(c) The intended purpose of obtaining the information.
(b) The request is reviewed by the Chief of Police or the authorized designee and approved before the request is fulfi lled.
(c) The approved request is retained on file.
(d) Detection data will only be shared with law enforcement agencies who utilize the Law Enforcement Archival Reporting Network unless approved by the ALPR Administrator. (e) Detection data shall not be sold or transferred to non-law enforcement entities or persons.
(f) Detection data will not be shared with federal immigration agencies or with law enforcement agencies outside of the State o-f California, absent a court order or special request submitted to PSPD explaining the intended purpose of obtaining the information, and only with approval from the Chief of Police, or their designee Memorandum of Understanding
(a) Access to searchable data by other local law enforcement agencies shall only be granted pursuant to an MOU with that specific agency
(b) Such MOU will provide that access will only be used for legitimate law enforcement or public safety purposes
The Chief of Police or the authorized designee will comply with the California Values Act (Government Code§ 7282.5; Government Code§ 7284.2 et seq), before approving the access to ALPR data. The Palm Springs Police Department does not permit the sharing of ALPR data gathered by the City or its contractors/subcontractors for purpose of federal immigration enforcement.

Requests for ALPR data by non-law enforcement or non-prosecutorial agencies will be processed as provided in the Records Maintenance and Release Policy (Civil Code§ 1798.90.55). 430.11 TRAINING
The Training Sergeant should ensure that members receive department-approved training for those authorized to use or access the ALPR system (Civil Code § 1798.90.51; Civil Code § 1798.90.53).

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Palm Springs Police Department
Policies
Automated License Plate Readers (ALPRs)
Cach approved user shall have received CLCTS Security Training and Approval, department approved ALPR training, and any required POST approved training prior to access or use of the ALPR System.

The training shall include user acknowledgement of this Policy.

EXHIBIT “F”
FLOCK’S TERMS AND CONDITIONS

1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or crossreferenced in this Section 1.

1.1 “Anonymized Data” means Customer Data permanently stripped of identifying details and any potential personally identifiable information, by commercially available standards which irreversibly alters data in such a way that a data subject (i.e., individual person or entity) can no longer be identified directly or indirectly.

1.2 “Authorized End User(s)” means any individual employees, agents, or contractors of Customer accessing or using the Services, under the rights granted to Customer pursuant to this Agreement.

1.3 “Customer Data” means the data, media and content provided by Customer through the Services. For the avoidance of doubt, the Customer Data will include the Footage.

1.4 “Customer Hardware” means the third-party camera owned or provided by Customer and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Services.

1.5 “Embedded Software” means the Flock proprietary software and/or firmware integrated with or installed on the Flock Hardware or Customer Hardware.

1.6 “Flock Hardware” means the Flock device(s), which may include the pole, clamps, solar panel, installation components, and any other physical elements that interact with the Embedded Software and the Web Interface, to provide the Flock Services as specifically set forth in the applicable product addenda.

1.7 “Flock IP” means the Services, the Embedded Software, and any intellectual property or proprietary information therein or otherwise provided to Customer and/or its Authorized End Users. Flock IP does not include Footage (as defined below).

1.8 “Flock Network End User(s)” means any user of the Flock Services that Customer authorizes access to or receives data from, pursuant to the licenses granted herein.

1.9 “Flock Services” means the provision of Flock’s software and hardware situational awareness solution, via the Web Interface, for automatic license plate detection, alerts, audio detection, searching image records, video and sharing Footage.

1.10 “Footage” means still images, video, audio and other data captured by the Flock Hardware or Customer Hardware in the course of and provided via the Flock Services.

1.11 “Hotlist(s)” means a digital file containing alphanumeric license plate related information pertaining to vehicles of interest, which may include stolen vehicles, Item 1P - Page 27
stolen vehicle license plates, vehicles owned or associated with wanted or missing person(s), vehicles suspected of being involved with criminal or terrorist activities, and other legitimate law enforcement purposes. Hotlist also includes, but is not limited to, national data (i.e., NCIC) for similar categories, license plates associated with AMBER Alerts or Missing Persons/Vulnerable Adult Alerts and includes manually entered license plate information associated with crimes that have occurred in any local jurisdiction.

1.12 “Installation Services” means the services provided by Flock for installation of Flock Services.

1.13 “Permitted Purpose” means for legitimate law enforcement purposes, including but not limited to the awareness, prevention, and prosecution of crime, investigations, prevention of commercial harm, to the extent permitted by law.

1.14 “Retention Period” means the time period that the Customer Data is stored within the cloud storage, as specified in the product addenda.

1.15 “Vehicle Fingerprint™” means the unique vehicular attributes captured through Services such as: type, make, color, state registration, missing/covered plates, bumper stickers, decals, roof racks, and bike racks.

1.16 “Web Interface” means the website(s) or application(s) through which Customer and its Authorized End Users can access the Services.

2. SERVICES AND SUPPORT

2.1 Provision of Access. Flock hereby grants to Customer a non-exclusive, nontransferable right to access the features and functions of the Flock Services via the Web Interface during the Term, solely for the Authorized End Users. The Footage will be available for Authorized End
Users to access and download via the Web Interface for the data retention time defined on the Order Form (“Retention Period”). Authorized End Users will be required to sign up for an account and select a password and username (“User ID”). Customer shall be responsible for all acts and omissions of Authorized End Users, and any act or omission by an Authorized End User which, including any acts or omissions of authorized End user which would constitute a breach of this agreement if undertaken by customer. Customer shall undertake reasonable efforts to make all Authorized End Users aware of all applicable provisions of this Agreement and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Flock Services, (such as using a third party to host the Web Interface for cloud storage or a cell phone provider for wireless cellular coverage).

2.2 Embedded Software License. Flock grants Customer a limited, non-exclusive, nontransferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as it pertains to Flock Services, solely as necessary for Customer to use the Flock Services.

2.3 Support Services. Flock shall monitor the Flock Services, and any applicable device health, in order to improve performance and functionality. Flock will use commercially reasonable efforts to respond to requests for support within seventy-two (72) hours.

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Flock will provide Customer with reasonable technical and on-site support and maintenance services in-person, via phone or by email at [email protected] (such services collectively referred to as “Support Services”).

2.4 Upgrades to Platform. Flock may make any upgrades to system or platform that it deems necessary or useful to (i) maintain or enhance the quality or delivery of Flock’s products or services to its agencies, the competitive strength of, or market for, Flock’s products or services such platform or system’s cost efficiency or performance, or (ii) to comply with applicable law. Parties understand that such upgrades are necessary from time to time and will not diminish the quality of the services or materially change any terms or conditions within this Agreement.

2.5 Service Interruption. Services may be interrupted in the event that: (a) Flock’s provision of the Services to Customer or any Authorized End User is prohibited by applicable law; (b) any third-party services required for Services are interrupted; (c) if Flock reasonably believe Services are being used for malicious, unlawful, or otherwise unauthorized use; (d) there is a threat or attack on any of the Flock IP by a third party; or (e) scheduled or emergency maintenance (“Service Interruption”).

Flock will make commercially reasonable efforts to provide written notice of any Service Interruption to Customer, to provide updates, and to resume providing access to Flock Services as soon as reasonably possible after the event giving rise to the Service Interruption is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any
Authorized End User may incur as a result of a Service Interruption. To the extent that the Service Interruption is not caused by Customer’s direct actions or by the actions of parties associated with the Customer, the time will be tolled by the duration of the Service Interruption (for any continuous suspension lasting at least one full day). For example, in the event of a Service Interruption lasting five (5) continuous days, Customer will receive a credit for five (5) free days at the end of the Term.

2.6 Service Suspension. Flock may temporarily suspend Customer’s and any Authorized End User’s access to any portion or all of the Flock IP or Flock Service if (a) there is a threat or attack on any of the Flock IP by Customer; (b) Customer’s or any Authorized End User’s use of the Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of Flock; (c) Customer or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Customer has violated any term of this provision, including, but not limited to, utilizing Flock Services for anything other than the Permitted Purpose; or (e) any unauthorized access to Flock Services through Customer’s account (“Service Suspension”).

Customer shall not be entitled to any remedy for the Service Suspension period, including any reimbursement, tolling, or credit. If the Service Suspension was not caused by Customer, the Term will be tolled by the duration of the Service Suspension.

2.7 Hazardous Conditions. Flock Services do not contemplate hazardous materials, or other hazardous conditions, including, without limit, asbestos, lead, toxic or flammable substances. In the event any such hazardous materials are discovered in the designated locations in which Flock is to perform services under this Agreement, Flock shall have the right to cease work immediately.

Item 1P - Page 29

3. CUSTOMER OBLIGATIONS

3.1 Customer Obligations. Flock will assist Customer Authorized End Users in the creation of a User ID. Authorized End Users agree to provide Flock with accurate, complete, and updated registration information. Authorized End Users may not select as their User ID, a name that they do not have the right to use, or any other name with the intent of impersonation. Customer and Authorized End Users may not transfer their account to anyone else without prior written permission of Flock.

Authorized End Users shall not share their account username or password information and must protect the security of the username and password. Unless otherwise stated and defined in this Agreement, Customer shall not designate Authorized End Users for persons who are not officers, employees, or agents of Customer. Authorized End Users shall only use Customer-issued email addresses for the creation of their User ID. Customer is responsible for any Authorized End User activity associated with its account. Customer shall ensure that Customer provides Flock with up to date contact information at all times during the Term of this agreement. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Flock Services. Customer shall (at its own expense) provide Flock with reasonable access and use of Customer facilities and Customer personnel in order to enable Flock to perform Services (such obligations of Customer are collectively defined as “Customer Obligations”).

3.2 Customer Representations and Warranties. Customer represents, covenants, and warrants that Customer shall use Flock Services only in compliance with this Agreement and all applicable laws and regulations, including but not limited to any laws relating to the recording or sharing of data, video, photo, or audio content.

4. DATA USE AND LICENSING

4.1 Customer Data. As between Flock and Customer, all right, title and interest in the Customer Data, belong to and are retained solely by Customer. Customer hereby grants to Flock a limited, non-exclusive, royalty-free, irrevocable, worldwide license to use the Customer Data and perform all acts as may be necessary for Flock to provide the Flock Services to Customer. Flock does not own and shall not sell Customer Data.

4.2 Customer Generated Data. Flock may provide Customer with the opportunity to post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available, messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, or other information or materials produced by Customer (“Customer Generated Data”).

Customer shall retain whatever legally cognizable right, title, and interest in Customer Generated Data. Customer understands and acknowledges that Flock has no obligation to monitor or enforce Customer’s intellectual property rights of Customer Generated Data. Customer grants Flock a non-exclusive, irrevocable, worldwide, royalty-free, license to use the Customer Generated Data for the purpose Item 1P - Page 30
of providing Flock Services. Flock does not own and shall not sell Customer Generated Data.

4.3 Anonymized Data. Flock shall have the right to collect, analyze, and anonymize Customer Data and Customer Generated Data to the extent such anonymization renders the data nonidentifiable to create Anonymized Data for the purpose of training of machine learning algorithms. Customer hereby grants Flock a nonexclusive, worldwide, perpetual, royalty-free right to use and distribute such Anonymized Data to improve and enhance the Services and for other development, diagnostic and corrective purposes, and other Flock offerings. Parties understand that the aforementioned license is required for continuity of Services. Flock does not own and shall not sell Anonymized Data.

5. CONFIDENTIALITY; DISCLOSURES

5.1 Confidentiality. To the extent required by any applicable public records requests, each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information includes non-public information provided by the Disclosing Party to the Receiving Party regarding features, functionality, and performance of this Agreement. The Receiving Party agrees: (i) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the Party takes with its own proprietary information, but in no event less than commercially reasonable precautions, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the
Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. At the termination of this Agreement, all Proprietary Information will be returned to the Disclosing Party, destroyed or erased (if recorded on an erasable storage medium), together with any copies thereof, when no longer needed for the purposes above, or upon request from the Disclosing Party, and in any case upon termination of the Agreement. Notwithstanding any termination, all confidentiality obligations of Proprietary Information that is trade secret shall continue in perpetuity or until such information is no longer trade secret.

5.2 Usage Restrictions on Flock IP. Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and Customer acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement. Customer further acknowledges that Flock retains the right to use the foregoing for any purpose in Flock’s sole discretion.

Customer and Authorized End Users shall not: (i) copy or duplicate any of the Flock IP; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or Item 1P - Page 31
perceive the source code from which any software component of any of the Flock IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Flock IP; (iii) attempt to modify, alter, tamper with or repair any of the Flock IP, or attempt to create any derivative product from any of the foregoing; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within the Flock Services or Flock IP; (vi) use the Flock Services for anything other than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent, or otherwise transfer, convey, pledge as security, or otherwise encumber, Customer’s rights. There are no implied rights.

5.3 Disclosure of Footage. Subject to and during the Retention Period, Flock may access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to comply with a legal process, enforce this Agreement, or detect, prevent or otherwise address security, privacy, fraud or technical issues, or emergency situations. and will notify Customer so that Customer may have an opportunity to seek a protective order or limit the scope of such disclosure.

6. PAYMENT OF FEES

6.1 Billing and Payment of Fees. Customer shall pay the fees set forth in the applicable Order
Form based on the billing structure and payment terms as indicated in the Order Form. If Customer believes that Flock has billed Customer incorrectly, Customer must contact Flock no later than thirty (30) days after the closing date on the first invoice in which the error or problem appeared to receive an adjustment or credit. Customer acknowledges and agrees that a failure to contact Flock within this period will serve as a waiver of any claim. If any undisputed fee is more than thirty (30) days overdue, Flock may, without limiting its other rights and remedies, suspend delivery of its service until such undisputed invoice is paid in full. Flock shall provide at least thirty (30) days’ prior written notice to Customer of the payment delinquency before exercising any suspension right.

6.2 Notice of Changes to Fees. Flock reserves the right to change the fees for subsequent Renewal Terms by providing sixty (60) days’ notice (which may be sent by email) prior to the end of the Initial Term or Renewal Term (as applicable).

6.3 Late Fees. If payment is not issued to Flock by the due date of the invoice, an interest penalty of 1.0% of any unpaid amount may be added for each month or fraction thereafter, until final payment is made.

6.4 Taxes. Customer is responsible for all taxes, levies, or duties, excluding only taxes based on Flock’s net income, imposed by taxing authorities associated with the order. If Flock has the legal obligation to pay or collect taxes, including amount subsequently assessed by a taxing authority, for which Customer is responsible, the appropriate amount shall be invoice to and paid by Customer unless Customer provides Flock a legally sufficient tax exemption certificate and Flock shall not charge customer any taxes from which it is exempt. If any deduction or withholding is required by law, Customer shall notify Flock and shall pay Flock any additional Item 1P - Page 32
amounts necessary to ensure that the net amount that Flock receives, after any deduction and withholding, equals the amount Flock would have received if no deduction or withholding had been required.

7. TERM AND TERMINATION

7.1 Term. The initial term of this Agreement shall be for the period of time set forth on the Order
Form (the “Term”). Following the Term, unless otherwise indicated on the Order Form, this Agreement will automatically renew for successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a “Renewal Term”) unless either Party gives the other Party notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

7.2 Termination. Upon termination or expiration of this Agreement, Flock will remove any applicable Flock Hardware at a commercially reasonable time period. In the event of any material breach of this Agreement, the non-breaching Party may terminate this Agreement prior to the end of the Term by giving thirty (30) days prior written notice to the breaching Party; provided, however, that this Agreement will not terminate if the breaching Party has cured the breach prior to the expiration of such thirty (30) day period (“Cure Period”). Either Party may terminate this Agreement (i) upon the institution by or against the other Party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other Party's making an assignment for the benefit of creditors, or (iii) upon the other Party's dissolution or ceasing to do business. In the event of a material breach by Flock, and Flock is unable to cure within the Cure Period, Flock will refund Customer a pro-rata portion of the pre-paid fees for Services not received due to such termination.

7.3 Survival. The following Sections will survive termination: 1, 3, 5, 6, 7, 8.3, 8.4, 9, 10.1 and 11.6.

8. REMEDY FOR DEFECT; WARRANTY AND DISCLAIMER

8.1 Manufacturer Defect. Upon a malfunction or failure of Flock Hardware or Embedded Software (a “Defect”), Customer must notify Flock’s technical support team. In the event of a Defect, Flock shall make a commercially reasonable attempt to repair or replace the defective Flock Hardware at no additional cost to the Customer. Flock reserves the right, in its sole discretion, to repair or replace such Defect, provided that Flock shall conduct inspection or testing within a commercially reasonable time, but no longer than seven (7) business days after Customer gives notice to Flock.

8.2 Replacements. In the event that Flock Hardware is lost, stolen, or damaged, Customer may request a replacement of Flock Hardware at a fee according to the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule). In the event that Customer chooses not to replace lost, damaged, or stolen Flock Hardware, Customer understands and agrees that (1) Flock Services will be materially affected, and (2) that Flock shall have no liability to Customer regarding such affected Flock Services, nor shall Customer receive a refund for the lost, damaged, or stolen Flock Hardware.

8.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and Item 1P - Page 33
interruptions in the Services and shall perform the Installation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Flock or by third-party providers, or because of other causes beyond Flock’s reasonable control, but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

8.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 8.1 ABOVE IS CUSTOMER’S SOLE
REMEDY, AND FLOCK’S SOLE LIABILITY, WITH RESPECT TO DEFECTS. FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR

DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS

OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THIS DISCLAIMER ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 11.6.

8.5 Insurance. Flock will maintain commercial general liability policies to be provided as Exhibit C.

8.6 Force Majeure. Parties are not responsible or liable for any delays or failures in performance from any cause beyond their control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, pandemics (including the spread of variants), issues of national security, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, supply chain shortages of equipment or supplies, financial institution crisis, weather conditions or acts of hackers, internet service providers or any other third party acts or omissions.

9. LIMITATION OF LIABILITY; INDEMNITY

9.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY,

FLOCK, ITS

OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL

NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS

AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY

CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR LOSS OF REVENUE, BUSINESS OR BUSINESS INTERRUPTION; (B) INCOMPLETE, CORRUPT, OR INACCURATE DATA; (C) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (D) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (E) FOR ANY MATTER BEYOND FLOCK’S ACTUAL KNOWLEDGE OR REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE; OR (F)

FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER

CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE BY CUSTOMER TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE

ACT OR OMISSION THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR Item 1P - Page 34
NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS

LIMITATION OF LIABILITY OF SECTION ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE REFERENCED IN SECTION 11.6.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING LIMITATIONS OF

LIABILITY SHALL NOT APPLY (I) IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) INDEMNIFICATION OBLIGATIONS.

9.2 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions of its own employees, officers, or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable for the torts of its own officers, agents, or employees.

9.3 Flock Indemnity. Flock shall indemnify and hold harmless Customer, its agents and employees, from liability of any kind, including claims, costs (including defense) and expenses, on account of: (i) any copyrighted material, patented or unpatented invention, articles, device or appliance manufactured or used in the performance of this Agreement; or (ii) any damage or injury to property or person directly caused by Flock’s installation of Flock Hardware, except for where such damage or injury was caused solely by the negligence of the Customer or its agents, officers or employees. Flock’s performance of this indemnity obligation shall not exceed the fees paid and/or payable for the services rendered under this Agreement in the preceding twelve (12) months.

10. INSTALLATION SERVICES AND OBLIGATIONS

10.1 Ownership of Hardware. Flock Hardware is owned and shall remain the exclusive property of Flock. Title to any Flock Hardware shall not pass to Customer upon execution of this Agreement, except as otherwise specifically set forth in this Agreement. Except as otherwise expressly stated in this Agreement, Customer is not permitted to remove, reposition, re-install, tamper with, alter, adjust or otherwise take possession or control of Flock Hardware. Customer agrees and understands that in the event Customer is found to engage in any of the foregoing restricted actions, all warranties herein shall be null and void, and this Agreement shall be subject to immediate termination for material breach by Customer. Customer shall not perform any acts which would interfere with the retention of title of the Flock Hardware by Flock. Should Customer default on any payment of the Flock Services, Flock may remove Flock Hardware at Flock’s discretion. Such removal, if made by Flock, shall not be deemed a waiver of Flock’s rights to any damages Flock may sustain as a result of Customer’s default and Flock shall have the right to enforce any other legal remedy or right.

10.2 Deployment Plan. Flock shall advise Customer on the location and positioning of the Flock
Hardware for optimal product functionality, as conditions and locations allow. Flock will collaborate with Customer to design the strategic geographic mapping of the location(s) and implementation of Flock Hardware to create a deployment plan (“Deployment Plan”). In the event that Flock determines that Flock Hardware will not achieve optimal functionality at a designated location, Flock shall have final discretion to veto a specific location and will provide alternative options to Customer.

10.3 Changes to Deployment Plan. After installation of Flock Hardware, any subsequent requested changes to the Deployment Plan, including, but not limited to, relocating, Item 1P - Page 35
repositioning, adjusting of the mounting, removing foliage, replacement, changes to heights of poles will incur a fee according to the reinstall fee schedule located at (https://www.flocksafety.com/reinstall-fee-schedule). Customer will receive prior notice and confirm approval of any such fees.

10.4 Customer Installation Obligations. Customer is responsible for any applicable supplementary cost as described in the Customer Implementation Guide. (“Customer Obligations”). Customer represents and warrants that it has, or shall lawfully obtain, all necessary right title and authority and hereby authorizes Flock to install the Flock Hardware at the designated locations and to make any necessary inspections or maintenance in connection with such installation.

10.5 Flock’s Obligations. Installation of any Flock Hardware shall be installed in a professional manner within a commercially reasonable time from the Effective Date of this Agreement. Upon removal of Flock Hardware, Flock shall restore the location to its original condition, ordinary wear and tear excepted. Flock will continue to monitor the performance of Flock Hardware for the length of the Term. Flock may use a subcontractor or third party to perform certain obligations under this agreement, provided that Flock’s use of such subcontractor or third party shall not release Flock from any duty or liability to fulfill Flock’s obligations under this Agreement.

11. MISCELLANEOUS

11.1 Compliance with Laws. Parties shall comply with all applicable local, state and federal laws, regulations, policies and ordinances and their associated record retention schedules, including responding to any subpoena request(s).

11.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

11.3 Assignment. This Agreement is not assignable, transferable or sublicensable by either
Party, without prior consent. Notwithstanding the foregoing, either Party may assign this Agreement, without the other Party's consent, (i) to any parent, subsidiary, or affiliate entity, or (ii) to any purchaser of all or substantially all of such Party's assets or to any successor by way of merger, consolidation or similar transaction.

11.4 Entire Agreement. This Agreement, together with the Order Form(s), the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule), and any attached exhibits are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous or contemporaneous negotiations, discussions or agreements, whether written and oral , communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. None of Customer’s purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such conflicting terms are expressly rejected. Any mutually agreed upon purchase order is subject to these terms. In the event of any conflict of terms found in this Agreement or any other terms and conditions, the terms of this Agreement Item 1P - Page 36
shall prevail. Customer agrees that Customer’s purchase is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written comments made by Flock with respect to future functionality or feature.

11.5 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Parties do not have any authority of any kind to bind each other in any respect whatsoever. Flock shall at all times be and act as an independent contractor to Customer.

11.6 Governing Law; Venue. This Agreement shall be governed by the laws of the state in which the Customer is located. The Parties hereto agree that venue would be proper in the chosen courts of the State of which the Customer is located. The Parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement.

11.7 Special Terms. Flock may offer certain special terms which are indicated in the proposal and will become part of this Agreement, upon Customer’s prior written consent and the mutual execution by authorized representatives (“Special Terms”).

To the extent that any terms of this Agreement are inconsistent or conflict with the Special Terms, the Special Terms shall control.

11.8 Publicity. Flock has the right to reference and use Customer’s name and trademarks and disclose the nature of the Services in business and development and marketing efforts.

11.9 Feedback. If Customer or Authorized End User provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder, Customer or Authorized End User hereby assigns to Flock all right, title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing.

11.10 Export. Customer may not remove or export from the United States or allow the export or re-export of the Flock IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign Customer or authority.

As defined in Federal Acquisition Regulation (“FAR”), section 2.101, the Services, the Flock Hardware and Documentation are “commercial items” and according to the Department of Defense Federal Acquisition Regulation (“DFAR”) section 252.2277014(a)(1) and are deemed to be “commercial computer software” and “commercial computer software documentation.” Flock is compliant with FAR Section 889 and does not contract or do business with, use any equipment, system, or service that uses the enumerated banned Chinese telecommunication companies, equipment or services as a substantial or essential component of any system, or as critical technology as part of any Flock system. Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

Item 1P - Page 37

11.11 Headings. The headings are merely for organization and should not be construed as adding meaning to the Agreement or interpreting the associated sections.

11.12 Authority. Each of the below signers of this Agreement represent that they understand this Agreement and have the authority to sign on behalf of and bind the Parties they are representing.

11.13 Conflict. In the event there is a conflict between this Agreement and any applicable statement of work, or Customer purchase order, this Agreement controls unless explicitly stated otherwise.

11.14 Morality. In the event Customer or its agents become the subject of an indictment, contempt, scandal, crime of moral turpitude or similar event that would negatively impact or tarnish Flock’s reputation. Flock shall have the option to terminate this Agreement upon prior written notice to Customer.

11.15 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. All notices will be provided to the email or mailing address listed in the Order Form.

11.16 Non-Appropriation. Notwithstanding any other provision of this Agreement, all obligations of the Customer under this Agreement which require the expenditure of funds are conditioned on the availability of funds appropriated for that purpose.

Customer shall have the right to terminate this Agreement for non appropriation with thirty (30) days written notice without penalty or other cost.

These Terms and Conditions are subject to change.

Item 1P - Page 38
ATTACHMENT "B"
Item 1P - Page 39

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principal Place of Business)

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

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

5. Type of Entity
Corporation Limited Liability Company Partnership Trust 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
________________________ Officer Director Member Manager [name] General Partner Limited Partner
Other ___________________________
_______________________________ Officer Director Member Manager [name] General Partner Limited Partner
Other __________________________
________________________________ Officer Director Member Manager [name] General Partner Limited Partner
Other __________________________
Item 1P - Page 40
Insight Public Sector, Inc.
13755 Sunrise Valley Dr., Suite 750 Herndon VA 20171-4608 lllinlois
~ •
1K] • • • •
Scott Friedlander • • • •
• •
~ President
Lisanne Steinheiser • • • •
• •
~ Global Compliance Officer
Erica Falchetti • • • •
• •
Ix] Director, Public Sector

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

EXAMPLE

JANE DOE
[name of owner/investor]
50%, ABC COMPANY, Inc.
[percentage of beneficial interest in entity and
name of entity]
A.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
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 entity]
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]

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

Signature of Disclosing Party, Printed Name, Title Date Item 1P - Page 41

N/A N/A

N/A N/A
cuca-r=-~- 8/29/2023
Erica Falchetti / Director, Public Sector
ATTACHMENT "C"
Item 1P - Page 42
Policy
430
Palm Springs Police Department
Policies
Copyright Lexipol, LLC 2024/06/19, All Rights Reserved.

Published with permission by Palm Springs Police Department Automated License Plate Readers (ALPRs) - 1
Automated License Plate Readers (ALPRs)
430.1 PURPOSE AND SCOPE
ALPR technology is a computer-based system that utilizes special cameras to capture license plate information. The ALPR system captures an infrared license plate image and converts it to a text file using Optical Character Recognition ("OCR") technology. The text is compared to various hotlists generated by local, state, and federal law enforcement agencies, including the National Crime Information Center ("NCIC"), and generates an alert when there is a hit. The ALPR system identifies license plates and will not identify the person operating the motor vehicle. The Department may, as a separate step and for legitimate law enforcement purposes per the Federal Driver's Privacy Protection Act, and as set forth in this Policy, undertake to identify the owner of a vehicle in the event the ALPR system generates an alert such as by running the license plate number through the State of California Department of Motor Vehicle (DMV) database.

The ALPR system shall be restricted to legitimate law enforcement uses for the purpose of furthering legitimate law enforcement goals and enhancing public safety. Such uses and goals include but are not limited to, providing information to officers that will assist in ongoing criminal investigations, crime prevention, crime detection, the apprehension of wanted persons, ensuring the safety of vulnerable individuals through the recovery of missing and endangered persons, and improving the quality of life in our community through the identification and removal of stolen or unregistered motor vehicles.

The Department shall utilize hot lists which further the above specified goals of the ALPR system, where there is a legitimate and specific law enforcement reason for identifying a vehicle associated with an outstanding arrest warrant, vehicles related to missing persons investigations, vehicles associated with AMBER Alerts, stolen vehicles, vehicles that are reasonably believed to be involved in the commission of a crime, vehicles which are registered to or are reasonably believed to be operated by persons who do not have a valid operator's license or who are on the revoked or suspended list, vehicles with expired registrations, vehicles registered to persons who are subject to a restraining order issued by a court or by the Parole Board, or who are subject to any other duly issued order restricting their movements, vehicles registered to persons wanted by a law enforcement agency who are of interest in a specific investigation, or vehicles registered to persons who are on any watch list issued by a State or Federal agency responsible for homeland security when information has been received concerning a specific individual. 430.2 POLICY
The policy of the Palm Springs Police Department is to utilize ALPR technology to capture and store digital license plate data and images while recognizing the established privacy rights of the public.

All data and images gathered by the ALPR are for the official use of this department. Because such data may contain confidential information, it is not open to public review.

Item 1P - Page 43
Palm Springs Police Department
Policies
Automated License Plate Readers (ALPRs)
Copyright Lexipol, LLC 2024/06/19, All Rights Reserved.

Published with permission by Palm Springs Police Department Automated License Plate Readers (ALPRs) - 2
It shall be the policy of the Palm Springs Police Department that all Department members abide by the policy and its procedures set forth when using the ALPR system, thereby increasing the efficiency and effectiveness of its public safety efforts in a manner that safeguards the privacy concerns of law abiding citizens.
430.3 DEFINITIONS
(a) Automated License Plate Reader (ALPR): A device that uses cameras and computer technology to compare digital images of license plates to lists of known plates of interest.
(b) Automated License Plate Reader (ALPR) System: The computerized storage system of data collected from Automated License Plate Readers. (c) Hit Alert: An audible and/or visual signal from the ALPR System activated upon the read of a license plate by the ALPR Sytem that has NOT BEEN VISUALLY VERIFIED by the ALPR operator against the photo in the ALPR System. A Hit Alert from the ALPR system may indicate that a scanned license plate number may be in the NCIC or other law enforcement database for a specific reason, including, but not limited to, being related to a stolen car, wanted person, wanted vehicle, missing person, domestic violence protective order or terrorist-related activity. (d) Hot List: A list of license plates associated with vehicles of interest from databases including, but not limited to National Crime Information Center (NCIC), Department of Motor Vehicles (DMV), and vehicles sought by local law enforcement agencies. (e) Detection: Data obtained by an ALPR of license plates within public view that were read by an ALPR device, including potential images of the license plate and vehicle on which it was displayed, and information regarding the location of the ALPR equipment at the time of the detection.
430.4 ALPR ADMINISTRATOR
The Police Captain overseeing the Operations Division shall be responsible for developing guidelines and procedures to comply with the requirements of Civil Code § 1798.90.5 et seq. This includes, but is not limited to (Civil Code § 1798.90.51; Civil Code § 1798.90.53):
(a) A description of the job title or other designation of the members and independent contractors who are authorized to use or access the ALPR system or to collect ALPR information.
(b) Training requirements for authorized users.
(c) A description of how the ALPR system will be monitored to ensure the security of the information and compliance with applicable privacy laws. (d) Procedures for system operators to maintain records of access in compliance with Civil Code § 1798.90.52.
(e) The title and name of the current designee in overseeing the ALPR operation. (f) Working with the Custodian of Records on the retention and destruction of ALPR data.

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Palm Springs Police Department
Policies
Automated License Plate Readers (ALPRs)
Copyright Lexipol, LLC 2024/06/19, All Rights Reserved.

Published with permission by Palm Springs Police Department Automated License Plate Readers (ALPRs) - 3
(g) Ensuring this policy and related procedures are conspicuously posted on the Police Department website.
(h) Shall submit a quarterly ALPR System Audit Report and Total Detection Report to the Chief of Police.
(i) All installation and maintenance of ALPR equipment, as well as ALPR data retention and access shall be managed by the ALPR Administrator who will assign members under his/her command to administer the day-to-day operation of the ALPR equipment and data.
430.4 AUTHORIZED USERS
The ALPR System shall only be accessed by the following Police Department positions after the completion of Department approved training and upon the approval of the ALPR Administrator:
(a) Police Officers
(b) Police Sergeants
(c) Police Lieutenants
(d) Police Captains
(e) Police Chief
(f) Police Dispatchers
(g) Crime Analyst
(h) Community Service Officers
(i) City approved contractor for ALPR system maintenance. 430.6 ALPR OPERATIONS
Use of an ALPR isrestricted to the purposes outlined below. Department members shall not use, or allow others to use the equipment or database records for any unauthorized purpose (Civil Code § 1798.90.51; Civil Code § 1798.90.53).
(a) An ALPR shall only be used for official law enforcement business. (b) An ALPR may be used in conjunction with any routine patrol operation or criminal investigation. Reasonable suspicion or probable cause is not required before using an ALPR.
(c) While an ALPR may be used to canvass license plates around any crime scene, particular consideration should be given to using ALPR-equipped cars to canvass areas around homicides, shootings and other major incidents. Partial license plates reported during major crimes should be entered into the ALPR system in an attempt to identify suspect vehicles.
(d) No member of this department shall operate ALPR equipment or access ALPR data without first completing department-approved training and receiving ALPR Administrator approval.

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Palm Springs Police Department
Policies
Automated License Plate Readers (ALPRs)
Copyright Lexipol, LLC 2024/06/19, All Rights Reserved.

Published with permission by Palm Springs Police Department Automated License Plate Readers (ALPRs) - 4
(e) No ALPR operator may access department, state or federal data unless otherwise authorized to do so.
(f) ALPR operators shall ensure ALPR cameras are properly affixed to the assigned police vehicle prior to starting their shift and shall inspect the equipment for damage or excessive wear.
(g) ALPR operators shall ensure the ALPR system is functioning properly at the start of their shift.
(h) ALPR operators shall report any damage, excessive wear, and/or function issues to the ALPR Administrator via Department email immediately. (i) Login/Log-Out Procedure- To ensure proper operation and to security oversight of the ALPR system, all operators will be required to have individual credentials for access and use of the systems and/or data.
(j) Any potential data breaches of the ALPR system shall be reported to the ALPR Administrator immediately.
(k) When an ALPR Detection alarm is received alerting an ALPR Operator of a positive Hit from the ALPR database, operators shall compare the digital image of the license plate to the Hotlist information to verify the Hit for both the state and characters on the license plate. Absent exigent circumstances, ALPR Operators shall confirm the ALPR information via radio or mobile data computer to immediately confirm the Hit prior to taking enforcement or any other type of police action
(l) If an alert is received on an incorrect letter or number on a license plate, the user should correct the number received on the hit for accurate information if the correct information is available.
430.7 ALPR SYSTEM OPERATIONS
Use of the ALPR System is restricted to the purposes outlined below. Department members shall not use the system for any unauthorized purpose (Civil Code § 1798.90.51; Civil Code § 1798.90.53).
(a) The ALPR system shall only be used for official law enforcement purposes. (b) No member of this department shall be permitted to access the ALPR System without first completing department-approved training and receiving ALPR Administrator approval.
(c) Database information shall be considered confidential and for law enforcement personnel only.
(d) Login/Log-Out Procedure- To ensure proper operation and to security oversight of the ALPR system, all operators will be required to have individual credentials for access and use of the systems and/or data.
(e) ALPR System Users shall not allow non-authorized users to view system data. (f) Access to the ALPR system shall be from Department issued or Department owned computer equipment and shall not be accessed from personally owned devices without written permission from the ALPR Administrator.

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Palm Springs Police Department
Policies
Automated License Plate Readers (ALPRs)
Copyright Lexipol, LLC 2024/06/19, All Rights Reserved.

Published with permission by Palm Springs Police Department Automated License Plate Readers (ALPRs) - 5
(g) All queries of system data shall include the reason for query and any applicable event number associated with query.
(h) Any potential data breaches of the ALPR System shall be reported to the ALPR Administrator immediately.
(i) The Palm Springs Police Department shall maintain robust security procedures and practices, including operational, administrative, technical, and physical safeguards, to protect ALPR information from unauthorized access, destruction, use, modification, or disclosure.
430.8 DATA COLLECTION AND RETENTION
The Operations Division Captain is responsible for ensuring that systems and processes are in place for the proper collection and retention of ALPR data. Data will be transferred from vehicles or fixed locations to the designated storage in accordance with department procedure.

ALPR technology uses cameras to capture and store images from public spaces, where persons do not have a reasonable expectation of privacy. All videos gathered by these systems are for the official use of this department. The ALPR cameras will be positioned to optimize collection of images from public places to minimize collection of images from places where an expectation of privacy exists or places exposed to view (e.g., parking lot of a shop or business). 430.9 ACCOUNTABILITY AND PRIVACY
All personnel authorized to use or access ALPR System data will be accountable for knowledge of this policy. All personnel shall report errors and suspected or confirmed violations of this policy to their supervisor.

All access to the system will be logged and the Department will maintain an audit trail of requested and accessed information, including the purpose of the query.

All data will be closely safeguarded and protected by both procedural and technological means.

The Palm Springs Police Department will observe the following safeguards regarding access to and use of stored data (Civil Code § 1798.90.51; Civil Code § 1798.90.53):

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Palm Springs Police Department
Policies
Automated License Plate Readers (ALPRs)
Copyright Lexipol, LLC 2024/06/19, All Rights Reserved.

Published with permission by Palm Springs Police Department Automated License Plate Readers (ALPRs) - 6
(a) All ALPR data downloaded to the mobile workstation and in storage shall be accessible only through a login/password-protected system capable of documenting all access of information by name, date and time (Civil Code § 1798.90.52). (b) Persons approved to access ALPR data under these guidelines are permitted to access the data for legitimate law enforcement purposes only, such as when the data relate to a specific criminal investigation or department-related civil or administrative action.
(c) The ALPR System database and software resides in a data center featuring full redundancy and access controls.
(d) All investigative queries into collected ALPR data are logged by user and available for auditing and review by the Department as outlined in this policy. (e) ALPR system audits should be conducted on a regular basis. To ensure proper oversight into the use of the system and adherence to this policy, all activities (plate detections, queries, reports, etc.) are automatically recorded by the system for auditing purposes. System audits shall be conducted by the Operations Captain quarterly. The audit report shall include an explanation regarding any data retained longer than than two years (e.g. data retained as evidence in a criminal case). (f) Permitted/Impermissible Uses. The ALPR system, and all data collected, is the property of the Department. Department personnel may only access and use the ALPR system for official and legitimate law enforcement purposes consistent with this Policy.

The following uses of the ALPR system are specifically prohibited:
(a) Invasion of Privacy: Except when done pursuant to a court order such as a search warrant, it is a violation of this Policy to utilize the ALPR to record license plates except those of vehicles that are exposed to public view (e.g., vehicles on a public road or street, or that are on private property but whose license plate(s) are visible from a public road, street, or a place to which members of the public have access, such as the parking lot of a shop or other business establishment). (b) Harassment or Intimidation: It is a violation of this Policy to use the ALPR system to harass and/or intimidate any individual or group.
(c) Personal Use: It is a violation of this Policy to use the ALPR system or associated scan files or hot lists for any personal purpose.
(d) Anyone who engages in an impermissible use of the ALPR system or associated scan files or hot lists may be subject to:
· criminal prosecution,
· civil liability, and/or
· administrative sanctions, up to and including termination, pursuant to and consistent with the relevant collective bargaining agreements and Department policies.

For security or data breaches, see the Records Release and Maintenance Policy.

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Palm Springs Police Department
Policies
Automated License Plate Readers (ALPRs)
Copyright Lexipol, LLC 2024/06/19, All Rights Reserved.

Published with permission by Palm Springs Police Department Automated License Plate Readers (ALPRs) - 7
430.10 RELEASING ALPR DATA
The ALPR data may be shared only with other law enforcement or prosecutorial agencies for official law enforcement purposes or as otherwise permitted by law, using the following procedures:
(a) The agency makes a written request for the ALPR data that includes:
(a) The name of the agency.
(b) The name of the person requesting.
(c) The intended purpose of obtaining the information.
(b) The request is reviewed by the Chief of Police or the authorized designee and approved before the request is fulfilled.
(c) The approved request is retained on file.
(d) Detection data will only be shared with law enforcement agencies who utilize the Law Enforcement Archival Reporting Network unless approved by the ALPR Administrator. (e) Detection data shall not be sold or transferred to non-law enforcement entities or persons.
(f) Detection data will not be shared with federal immigration agencies or with law enforcement agencies outside of the State of California, absent a court order or special request submitted to PSPD explaining the intended purpose of obtaining the information, and only with approval from the Chief of Police, or their designee.

Memorandum of Understanding
(a) Access to searchable data by other local law enforcement agencies shall only be granted pursuant to an MOU with that specific agency
(b) Such MOU will provide that access will only be used for legitimate law enforcement or public safety purposes
The Chief of Police or the authorized designee will comply with the California Values Act (Government Code § 7282.5; Government Code § 7284.2 et seq), before approving the access to ALPR data. The Palm Springs Police Department does not permit the sharing of ALPR data gathered by the City or its contractors/subcontractors for purpose of federal immigration enforcement.

Requests for ALPR data by non-law enforcement or non-prosecutorial agencies will be processed as provided in the Records Maintenance and Release Policy (Civil Code § 1798.90.55). 430.11 TRAINING
The Training Sergeant should ensure that members receive department-approved training for those authorized to use or access the ALPR system (Civil Code § 1798.90.51; Civil Code § 1798.90.53).

Item 1P - Page 49
Palm Springs Police Department
Policies
Automated License Plate Readers (ALPRs)
Copyright Lexipol, LLC 2024/06/19, All Rights Reserved.

Published with permission by Palm Springs Police Department Automated License Plate Readers (ALPRs) - 8
Each approved user shall have received CLETS Security Training and Approval, department approved ALPR training, and any required POST approved training prior to access or use of the ALPR System.

The training shall include user acknowledgement of this Policy.

Item 1P - Page 50

CITY COUNCIL STAFF REPORT
DATE: JULY 25, 2024 CONSENT CALENDAR
SUBJECT: APPROVE CONTRACT SERVICES AGREEMENT NO. 24B164 WITH BUDGET HOLDINGS, INC. DBA SOLAR ART FOR WINDOW FILM

INSTALLATION SERVICES
FROM: Scott C. Stiles, City Manager
BY: Police Department
SUMMARY:

This action will approve Agreement No. 24B164 with Budget Holdings, Inc. dba Solar Art in an amount not to exceed $660,000 for window film installation services.

RECOMMENDATION:

1. Approve Contract Services Agreement 24B164 (Attachment A) with Budget Holdings, Inc. dba Solar Art to provide window film installation services in an amount not to exceed $660,000 for the initial one-year term beginning August 1, 2024 through July 31, 2025, with two one-year extension options at the City’s sole discretion; and

2. Authorize the City Manager or his designee to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure form (Attachment B) submitted on June 6, 2024, Budget Holdings, Inc. dba Solar Art is registered in the State of California.

BACKGROUND:

The City’s Police Department has received a grant that includes a number of measures to reduce crimes on businesses in our community. One of the measures included is to reduce the number of crimes involving the breakage of storefront glass that occurs. This work will provide security laminate film applied to storefront glass to improve safety and security by strengthening the glass and making it more resistant to breakage and forced entry.

Item 1Q - Page 1
City Council Staff Report
July 25, 2024 -- Page 2
Award Window Film Installation Services Contract
STAFF ANALYSIS:

The contract with Budget Holdings, Inc. dba Solar Art is an on-call, as-needed type contract. The bids were used to determine the lowest, responsive, responsible bidder and to set the unit rates for the contract; however, the actual amount of the contract is based on the budgeted amount set by the Department and will therefore not match the bid amounts.

An Invitation for Bids (IFB 24-20) was initiated by the City’s Procurement and Contracting Department on June 17, 2024, based on the Police Departments specifications. Bids were solicited directly via the City’s procurement vendor portal, PlanetBids. In addition, the IFB was advertised in The Desert Sun. Five bids were received by the July 11, 2024, deadline as follows:

Vendor Bid
Budget Holdings, Inc. dba Solar Art – Laguna Hills, CA $891,000.00 Slate Group – Temecula, CA $899,400.00
Blink Marketing Inc. – Cleveland, OH (Local Office: Sacramento, CA)
$946,800.00
National Glazing Solutions LLC – Canton, GA $1,084,200.00 Window Film Depot – Marietta, GA (Local Office: La Quinta, CA) $1,262,940.00 Staff recommends approval of Contract Services Agreement No. 24B164 with Budget Holding, Inc. dba Solar Art, for the initial one-year term in the amount not to exceed $660,000 effective August 1, 2024, through July 31, 2025, subject to two one-year optional renewals at the sole discretion of the City.

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:

This agenda item aligns with the City Council’s Major Themes/Principles of optimizing basic services and focusing on issues that most impact quality of life, including crime.

Item 1Q - Page 2
City Council Staff Report
July 25, 2024 -- Page 3
Award Window Film Installation Services Contract
FISCAL IMPACT:

The costs associated with the purchase and installation of the window film will be fully covered with up to $660,000 in California Board of State and Community Corrections (BSCC) grant funds specifically allocated for this project.

REVIEWED BY:

Department Director: Andrew G Mills
Procurement and Contracting Director: Kim Baker
City Manager: Scott Stiles
ATTACHMENTS:

A. Contract Services Agreement No. 24B164
B. Public Integrity Disclosure
Item 1Q - Page 3
ATTACHMENT "A"
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CONTRACT SERVICES AGREEMENT 24B164

WINDOW FILM INSTALLATION SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on August 1, 2024, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Budget Holdings, Inc. dba Solar Art, a California Corporation, (“Contractor”). 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 licensed and qualified firm to provide window film installation services, (“Project”).

B. Contractor has submitted to City a Bid to provide window film installation services, under the terms of this Agreement.

C. Based on its experience, education, training, and reputation, Contractor is 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 performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement.

1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement.

1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement.

2. TIME FOR COMPLETION
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The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay.

3. COMPENSATION OF CONTRACTOR

3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $660,000.

3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director.

Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice.

3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into:

A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession.

3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City.

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 Majeure. 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: (1) 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 Item 1Q - Page 6

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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 one year, commencing on August 1, 2024, and ending on July 31, 2025, unless extended by mutual written agreement of the Parties. In addition, the term may be extended at the sole discretion of the City upon written notice to the Contractor, for two (2) additional one (1) year terms.

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.

Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City.

5. COORDINATION OF WORK

5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Jeff Salt, Director of Sales, Solar Art. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer.

5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer.

5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals, and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provisions making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City.

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5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents, or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner.

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: Title:
(to be determined)

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.

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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 elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement.

This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final.

7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.

8. RECORDS AND REPORTS

8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require.

8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services.

The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.

8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents.

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 shall not be released publicly without the prior written approval of the Contract Officer.

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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 nondefaulting 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.

9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement.

9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding.

10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default Item 1Q - Page 10

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or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement.

10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement.

10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code 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: City of Palm Springs
Attention: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Contractor: Budget Holdings, Inc. dba Solar Art
Attention: Jeff Salt
23042 Mill Creek Drive
Laguna Hills, CA 92653

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 Item 1Q - Page 11

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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.

11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same.

11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement.

11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

11.10 Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section. [SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT
BY AND BETWEEN THE CITY OF PALM SPRINGS AND BUDGET HOLDINGS, INC. DBA

SOLAR ART
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.

CONTRACTOR:

By: _____________________________ By: _____________________________ Signature Signature
(2nd signature required for Corporation)
Date: ___________________________ Date: ___________________________ CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: ________________ Item No. ________________
APPROVED AS TO FORM: ATTEST:

By: _____________________________ By: _____________________________ City Attorney City Clerk
APPROVED:

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
Item 1Q - Page 13

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EXHIBIT “A”

SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
And
Schedule of Performance
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1.1 Background:

This work will provide security laminate film applied to storefront glass to improve safety and security by strengthening the glass and making it more resistant to breakage and forced entry.

1.2 Scope:

A. The Contractor shall furnish all labor, materials, equipment, and supervision to perform installation of security laminate film to storefront glass, windows, and doors on an asrequested basis to approved businesses in the City of Palm Springs.

B. The City will notify Contractor of current approved businesses upon award of contract.

There are up to 300 buildings the City is reaching out to. The City will notify the contractor of approved businesses whenever they receive a batch (typically consisting of 25).

C. The Contractor will be allowed to charge a mobilization fee for each batch.

D. The Contractor shall provide film that meets the following specifications as a minimum:

1. Security Laminate:
a. Manufacturer: 3M Security Laminate (or equivalent meeting or exceeding specified qualifications)
b. Thickness: Minimum 8 mil (0.008 inches)
c. Clarity: Clear
d. Mechanical Properties (minimums):
i. Ultimate Tensile Strength: 28,500 psi
ii. Break Strength: 180 lb./inch
iii. Elongation at Break: 140%
iv. Peel Strength: 7 lb./inch

2. Structural Sealant:
a. Doors: Minimum requirements as specified (See Appendix “A”) b. Windows: DOW 995 (or equivalent)

3. Attachment/Anchoring System:
a. An attachment/anchoring system, as specified by the security laminate manufacturer, shall be installed on all sides of the glass and window frame. b. Attachment glazing color options shall include black, brown, grey, and white.

The chosen color must closely match the existing window frame color whenever possible.

E. Pre-Installation:

1. Contractor will conduct a site survey to verify window and door sizes and accessibility.

2. Contractor will review and follow manufacturer's recommendations for environmental conditions during installation.

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3. Contractor will obtain all necessary permits and approvals.

F. Preparation:

1. Contractor will protect surrounding areas from damage during installation.

2. Contractor will thoroughly clean all glass surfaces to ensure proper adhesion of the security laminate.

G. Security Laminate Installation:

1. Contractor will install security laminate film on the interior surface of all designated windows and doors according to manufacturer's specifications.

2. Contractor will utilize structural sealant and/or structural attachments as specified for doors and windows (See Appendix “B”).

3. Contractor will ensure all seams and edges are properly sealed and free of air bubbles.

4. The security laminate film shall be installed flawlessly, free from:
a. Bubbles or air pockets trapped between the film and the glass. b. Contamination, such as dust, dirt, or fingerprints, trapped under the film. c. Creases, wrinkles, or other distortions in the film. d. Any visual imperfections on the film or the glass surface itself (scratches, etc.) H. Clean-up and Inspection:

1. Contractor will remove all protective materials and debris from the work area.

2. Contractor will conduct a final inspection to ensure proper installation and aesthetics.

3. Contractor will provide written documentation of any deviations from the specifications.

I. Care and Maintenance:

1. Following the completion of work, the Contractor will provide written instructions for the care and maintenance of the security laminate film.

1.3 Warranty:

Contractor shall provide a five year warranty for all installed security laminates, structural sealants, and structural attachments.

1.4 Payment:

The resulting contract for these services is an on-call as needed contract. No specific amount of work is guaranteed. The contract value is an estimated value only. All work authorized under the contract will be compensated on a square foot basis as outlined in the Compensation Section.

1.5 Compensation:

Work will be compensated on a square foot basis plus mobilization when appropriate.

Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope. The Contractor may request monthly payments based on the percentage of work completed for the previous month as long as a detailed progress report is provided to support the amount requested. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City.

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Appendix “A”
Item 1Q - Page 17
I
I
3M™ Scotchshield™ Safety and Security Window Film Pro duc t Bulletin Ultra S800 October 2021
Product Description
3M™ Scotchshield™ Safety and Security Window Film Ultra S800 is a multi-layered, optically clear, tearresistant safety window film .

Applications
3MT" Scotchshield™ Ultra S800 is intended for interior application on flat glass substrates.

Physical Properties The values displayed are the results of illustrative lab test measurements made according t o the indicated external norm and shall not be considered as a commitment from 3M.

Characteriatica Value
Film Thickness 200 µm (8 mils)
Total Film Thickness (Film+ Adhesive) 229 µm (9 mils)
Film Construction Micro-layered
Tensile Strength MD/ TD (ASTM D882) 227 M Pa (33,000 psi) 207 M Pa (30,000 psi)
Break Streng th MD/ TD (ASTM D882) 46 N/mm (265 lbs/in) MD 42 N/ mm (240 lbs/ in) TD
Elongation at Break MD/ TD (ASTM D882) 140% MD
130% TD
Yield Strength (ASTM D882) 1 03 M Pa (15,000 psi)
Energy (Joule) to Tear MD/ TD (ASTM 1004) 1.23 J +/ - 0.14 (1,001 lbs%) MD (Graves Tear) 1.19 J +/- 0.15 (1,050 lbs%) TD
Abrasion Resistance (ASTM D1 044) < 5% delta haze
Flammability
Flammability EN 45545-2 H L 1 / H L2/ HL3
Flammability EN 13501 B-s 1, dO
Flammability (ASTM E84) Class A
Solar Properties - film applied to 6 mm clear glass
EN 410
Visible Light Transmitted 87%
UV Light Rejected 99%
1 / 3 3NI

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Item 1Q - Page 18
I
3M™ Scotchshield™ Safety and Security Window Film Product Bulletin Ultra SS00 October 2021
Performance Testing
Method Glass Substrate Film Blast Load GSA Performance
Attachment* Condition and/or ASTM
Hazard rating
Blast Mitigation
GSA TS01 -2003 6 mm (1 / 4") annealed IPA 6 psi, 42 psi msec GSA Rating of "2" ASTM F1642 ASTM F1642 "No Hazard"
GSA TS01 -2003 25 mm (1 ") double pane IPA 6 psi, 42 psi msec GSA Rating of "2" ASTM F1642 ASTM F1642 "No Hazard"
annealed
GSA TS01 -2003 25 mm (1 ") double pane IPA 9 psi, 60 psi msec GSA Rating of "2" ASTM F1642 ASTM F1642 "No Hazard"
annealed
GSA TS01 -2003 6 mm (1/4")tempered IPA 6 psi, 42 psi msec GSA Rating of "2" ASTM F1642 ASTM F1642 "No Hazard"
GSA TS01 -2003 25 mm (1 ") double pane IPA 9 psi, 60 psi msec GSA Rating of "2" ASTM F1642 ASTM F1642 "No Hazard"
tempered
GSA TS01 -2003 25 mm (1 ") double pane IPA (2 sides) 6 psi, 42 psi msec GSA Rating of "3a" ASTM F1642 ASTM F1642 " Minimal
tempered Hazard"
GSA TS01 -2003 6 mm (1/4")tempered IPA (2 sides) 6 psi, 42 psi msec GSA Rating of "3a" GSA TS01 -2003 25 mm (1 ") double pane IPA 7.8 psi, 55 psi msec GSA Rating of "2" tempered
GSA TS01 -2003 6 mm (1 / 4") annealed IPA 9.4 psi, 55 psi msec GSA Rating of "3b" Method Glass Substrate Film Attachment* Rating
Safety Glazing
16CFR1201 6 mm (1/4") and 3 mm N/A Category 2, 400 ft-lbs (1 /8") annealed
ANSI Z97.1 Class A (Unlimited), 400 ft-lbs
EN 12600 4 mm/6 mm N/ A 1 B1 / 1 B1
Impact Resistance
ASTMs 6 mm (1/4") tempered IPA Missile Level C +/ - 75 psf E1886/E1996
EN 356 4 mm /6 mm annealed N/ A P1A/P1A
EN 356 5 mm tempered N/A P2A
*IPA= 3M™ Impact Protection Attachment Sealant, all 4 sides unless noted. N/ A= Not Applicable.

Shelf Life and Storage (prior to application)
Shelf life is 5 years from the manufacturing date. Material should be stored in its original packaging, laying in a horizontal orientation, away from direct sunlight. Heavy objects should not be placed on top of it to avoid damaging the product. Recommended storage conditions are +21 °C and 40 - 50% relative humidity. Avoid extreme temperature ranges in storage.

The shelf life as defined above remains an indicative and maximum data, subject to many external and noncontrollable factors. It may never be interpreted as warranty. 2/3 3M

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Item 1Q - Page 19
I
3M™ Scotchshield™ Safety and Security Window Film Product Bulletin Ultra SS00 October 2021
Application
These are indicative values for 3M™ Window Film products.

Recommended substrate Glass (as described in EN 15755- 1) Recommended surface Flat to simple curved
Application method Suitable for wet application or dry, semi-automatic lamination Application temperature From +4°C to + 45°C
Service temperature From - 40°C to + 80°C
Edge sealing Not necessary
Edge retention I PA or similar is recommended for glass mitigation applications Final adhesion is dependent on film thickness and prevailing drying conditions. Drying Time Typical cure times for films > 100 µm < 200 µm = 60 days. Please refer to local instructions for details.

Maintenance and Cleaning
Use a cleaning agent designed for high quality glass surfaces. The cleaning agent must be wet and non-abrasive with a pH value between 6 and 8 (neither strongly acidic nor strongly alkaline).

Health and Safety
When handling any chemical products, read the manufacturer's container labels and the Safety Data Sheets (SDS) for important health, safety and environmental information.

Follow the link to obtain SDS sheets for 3M products on 3M.com/ SOS.

IM PORT ANT! When using any equipment, always follow the manufacturer's instructions for safe operation.

Warranty
3M warrants that each 3M product will be free from defects in material and manufacture for the length of the product warranty. 3M MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Remarks
Important notice
This bulletin provides technical information only.

All questions of warranty and liability relating to this product are governed by the terms and conditions of the sale, subject, where applicable, to the prevailing law.

Before using, the user must determine the suitability of the product for its required or intended use, and the user assumes all risk and liability whatsoever in connection therewith. 3M and Scotchshield are trademarks of 3M Company. All other trademarks are the property of their respective owners .

The use of trademark signs and brand names in this bulletin is based upon US standards. These standards may vary from country to country outside the USA.
3M United Kingdom PLC
Commercial Solutions Division
Cain Road
Bracknell, RG12 BHT
UK
www.3m.eo.uk/graphics-and-signage-uk/
© 3M 2021. All rights reserved.
3M Ireland (Dublin)
The lveagh Building
The Park, Carrickmines
Dublin 18
Ireland
www.3m.eo.uk/graphics-and-signage-uk/
3/3 3M

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Appendix "B”
Item 1Q - Page 20
FilmFastener LLC
BondKap
Dow Corning 995 silicone installation techniques
This attaching system is used to anchor the edges of the film and to hold the glass in the window frame. This creates a protective system that helps absorb energy and allow the window frame to still bend and twist. If the glass breaks it will remain adhered to the film and to the frame increasing personal safety. Dow Coming 995 silicone structural adhesive offers high tensile strength of 150 psi and tear strength of 49 ppi. This is the only approved sealant for impact/ hurricane structural glazing standards and meets bomb blast requirements.

The safety film should be applied for a "daylight" installation.

The gasket between the frame and the glass needs to be cut back or removed and backer rod installed. This will expose the maximum amount of surface area close to the glass. Also, Dow 995 silicone will not adhere to gasket material. Application should form a triangular joint with a bite of 3/8 to 1/2in. of the film and 3/8 to l/2in. of the frame The exposed surface of the sealant should be flat and not concave.

There are two methods to apply the sealant. One is using painters tape and a putty knife or spatula to tool the sealant.

This method is more time consuming but offers easy cleanup and better consistency. The other method is to free hand the sealant. This method requires much less set up but usually does not look as finished as the taped and tooled method and can leave gaps between sealant and frame/film. This also has a considerable learning curve to keep the sealant consistent with little cleanup.

Installation using tape method:

The window film and frame should be clean and dry. Use a half inch block to set the distance for the tape. Remember the half inch of adhesive on the frame area does not include the gasket or backer rod.

Once the frame and glass have been taped, the tip of your gun should be cut big enough so you can have material touch the tape on both frame and film, usually about 1 1/8 opening cut at about a 20° to 30° angle (see diagram #1). Start in the comer and work around the glass. Hold the gun so the opening
touches across from tape to tape. Lean back the gun about 10° to 15°. As you start dispensing material you should have a slight "ball" ahead of your tip (see diagram #2), as you continue try to keep a consistent "ball" this will allow the material to flow deeper between the glass and frame reducing air gaps and the amount of tooling that will be required. As you approach a comer ease up on the gun and allow the material to "ooze" to the comer. As you rotate the gun around the comer, place the tip at the comer and slowly start running the material until you see "the ball" and continue around the frame. When you finish lift the gun slightly and back toward your last run to avoid stringing.

Now you may tool the sealant as necessary. Start by forming a 45° line in the corner. Always keep your tool at an angle and close to the sealant to avoid stringing. When completed, remove the tape. Keep the tape at a very narrow angle to the sealant to avoid stringing. Clean any excess sealant with a plastic razor blade or general purpose cleaner.

Installation using free hand method:

The window film and frame should be clean and dry. Use a half inch block to mark the distance to cut the caulking gun tip.

Remember the half inch of adhesive on the frame area does not include the gasket or backer rod. The tip of your gun should be cut big enough so you can have material touch½ inch on both frame and film , usually about 1 1/8 opening cut at about a 20° to 30° angle (see diagram #1). Start in the comer and work around the glass. Hold the gun so the opening touches across your marks.

Lean back the gun about 10° to 15°. As you start dispensing material you should have a slight "ball" ahead of your tip (see diagram #2), as you continue try to keep a consistent "ball" this will allow the material to flow deeper between the glass and frame reducing air gaps and the amount of tooling that will be required. As you approach a comer ease up on the gun and allow the material to "ooze" to the comer and as you rotate the gun around the corner, place the tip at the comer and slowly start running the material until you see "the ball" and continue around the frame. When you finish lift the gun slightly and back toward your last run to avoid stringing. Clean any excess sealant with a plastic razor blade or general purpose cleaner.
( (
DIAGRAM#1
0 DfAGRl'M#2
Preserned by WWW.FILMFASTENER.COM FilmFastenff LLC Jamary, 2005

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Item 1Q - Page 21

ATTACHMENT G

BID FORM
INVITATION FOR EHDS (IIRB 24-20t

WINDOW RILM INSTALLATIOIN SERVICES
Responding to this IFIB for window fi lm installation services, the undersigned bidder proposes and agrees to provide the services and 'WOrk in acco:rdance with the specifi cations. Bidder proposes and a9rees to furnish all labor, equipment, materials,, supervis·on, and service necessary to ,oomp ete said Work. in acoordance with the Specifications of the City of Palm Springs and ii ·r1 accept as full payment therefore, the fo'.llo'i/lllng Lin.it oost amournts. The Oity of Palm Spri111gs will not acoept any adcffitional chacges, fees, etc .. that are not already induded or inoorporated in the below unit ,oos,ts.

ITEM DESCRIIPTIO'N UNIIT ESTIMATED UNITPRIICE SUBTOTAL QUAITTITY lnstallatioo of security laminate
1 film and sealant oo glass, SQFT 60,[lOO 13.85/sf $83 1.D00 windows,, and doors per scope
2 Mobilization EA 12 .$5.0DO ~60,000
TOTAL (Enter his amount in PlanetiBiidst $89·1,000
*NOllE: This bid form is to determine the lowest bidder a111d will be 11Sed to establish the contract unit prices. The contracit will be set at the City budget amount.

Serurily Laminate ManufactU1rer: ______ 3_M· _Ul _ tr_a_, S_s_O_0 ______ _ Struotural Sealant: Dow99S -------------
Firm Name: Budget Hol~d~ngiS Inc dba Solar Art
DIIR umber: 1000397184
Sigrmture of Authorized Person: ~J=e=ffre=-v~S=a=rt~· ___________ _ Printed Name: ""'"J-=- effu=· =e+y--"' S=.a=lt _________________ _ Tide: Director of Sales
Date: · /10 024

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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)
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INSURANCE

Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement.

Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers.

2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows:

2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence;

4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Invitation for Waiver of Workers’ Compensation Insurance Requirement form.

3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers.

Item 1Q - Page 23

Page 20 of 21 ends

6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting 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.

B. "This insurance is primary and non-contributory over any insurance or selfinsurance 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.

In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies.

Item 1Q - Page 24

Page 21 of 21 ends

EXHIBIT “C”
EXECUTIVE ORDER N-6-22 CERTIFICATION
Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect.

Signature:

Printed Name:

Title:

Firm Name:

Date:

Item 1Q - Page 25
ATTACHMENT "B"
Item 1Q - Page 26

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principal Place of Business)

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

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

5. Type of Entity
 Corporation  Limited Liability Company  Partnership  Trust  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
_____________________________  Officer  Director  Member  Manager [name]  General Partner  Limited Partner
 Other __________________________
_____________________________  Officer  Director  Member  Manager [name]  General Partner  Limited Partner
 Other __________________________
_____________________________  Officer  Director  Member  Manager [name]  General Partner  Limited Partner
 Other __________________________
Budget Holdings Inc dba Solar Art
23042 Mill Creek Drive, Laguna Hills, CA 92653
(Same as above)
California
Matthew Darienzo
Howard Wallace
Brian Lagastee
CFO
(CEO)
Executive Management Consultant
Item 1Q - Page 27

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

EXAMPLE

JANE DOE
[name of owner/investor]
50%, ABC COMPANY, Inc.
[percentage of beneficial interest in entity
and name of entity]
A.

[name of owner/investor]

[percentage of beneficial interest in entity
and name of entity]
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 entity]
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]

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

Signature of Disclosing Party, Printed Name, Title Date Howard Wallace
Brian Lagastee
Matthew Darienzo 81%, Budget Holdings Inc dba Solar Art 10%, Budget Holdings Inc dba Solar Art
9%, Budget Holdings Inc dba Solar Art
Jasmine Banegas, Contracts Admin
7/2/2024
Item 1Q - Page 28

CITY COUNCIL STAFF REPORT
DATE: JULY 25, 2024 CONSENT CALENDAR
SUBJECT: APPROVAL OF AMENDMENT NO. 3 TO CONTRACT SERVICES AGREEMENT A8865 WITH ST. FRANCIS ELECTRIC, LLC, FOR ONCALL TRAFFIC SIGNAL MAINTENANCE SERVICES FOR THE REMAINDER OF THEIR CONTRACT THROUGH JUNE 30, 2026
FROM: Scott C. Stiles, City Manager
BY: Engineering Services Department
SUMMARY:

This action requests City Council approval of Amendment No. 3 to the Contract Services Agreement with St. Francis Electric, LLC (SFE), a California Limited Liability Company, to increase the maximum annual contract amount by $200,000 for traffic signal and electrical system maintenance services at the City's various traffic signals for Fiscal Years 2024-2025 and 2025-2026. This action will also allow funding appropriation from the Airport in the amount of $101,550 for the Airport advance pedestrian crossing upgrades.

RECOMMENDATION:

1. Approve Amendment No. 3 to Contract Services Agreement No. 8865 with St.

Francis Electric, LLC, increasing the maximum annual contract amount by $200,000 for Traffic Signal Maintenance Services for Fiscal Year 2024-2025 and Fiscal Year 2025-2026;

2. Appropriate $101,550 from the Airport Fund balance for Fiscal Year 2024-2025; and

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

BUSINESS PRINCIPAL DISCLOSURE:

The Public Integrity Disclosure Form for ST. Francis Electric is included as Attachment A.

BACKGROUND:

On May 27, 2021, City Council approved Contract Services Agreement (A8865) with St.

Francis Electric, LLC, (SFE) to provide On-Call Traffic Signal Maintenance Services throughout the City. Through this agreement, St. Francis Electric provides 24 hours / 7 Item 1R - Page 1
City Council Staff Report
July 25, 2024 -- Page 2
St. Francis Electric – Amendment #3 to A8865
days per week on-call routine preventive maintenance, emergency repairs, and nonemergency maintenance of all the City’s various traffic signals and equipment.

On-call traffic signal maintenance services are established utilizing a fixed cost for routine preventative maintenance of traffic signals at a per-location cost, as well as their labor and equipment rates and mark-up for unscheduled work, extra work, and all other emergency repairs reimbursed on a time/materials cost basis.

However, the vast majority of traffic signal maintenance services performed for the City occur as emergency work. The emergency work consists of responding to reports of malfunctioning signals, lights out, and traffic accidents. Emergency services are reimbursed based on the agreed Schedule of Fees for labor and equipment included in the agreement. Additionally, Staff has focused on bringing all signalized intersections back on-line and communicating with our Traffic Operations Center (TOC). Intersections that are already a part of Highway Safety Improvement Projects (HSIP) or the Coachella Valley Synchronization Project (CV-Sync) were not included in the communication improvements.

The annual cost for traffic signal maintenance services fluctuates depending upon the nature and type of signal malfunction or repairs and traffic accidents affecting the City’s traffic signal equipment. Historically, the City has established an annual budget of $380,000 for traffic signal maintenance services. In the past, those funds were sufficient to cover routine monthly preventive maintenance and a moderate level of emergency response services typically related to one or two accidents affecting the City’s traffic signals.

STAFF ANALYSIS:

For the last two consecutive fiscal years, Staff has asked to increase the SFE purchase order two (2) times due to spikes in the number of traffic collisions resulting in damages to traffic signal equipment. The SFE agreement was amended on:
• May 25, 2023 – for an additional $130,000
• February 8, 2024 – for an additional $200,000
When a traffic collision occurs resulting in injury or property damages, the Police Department prepares a traffic collision report. This report is used as supporting documentation for property damage claims. Once traffic signal equipment repairs are complete and all related invoices are collected, an invoice is submitted to the responsible party’s insurance company for payment. The repair process can take anywhere from one week, if parts are on hand, up to six months if parts need to be ordered. Once all costs are in and submitted to the City’s claim adjuster, it can take anywhere between six months up to over a year before the City recovers some or all costs.

Item 1R - Page 2
City Council Staff Report
July 25, 2024 -- Page 3
St. Francis Electric – Amendment #3 to A8865
In the last two (2) months alone, there have been two traffic signal poles knockdowns, and it is anticipated there will be several more before the end of this fiscal year. Figure 1 below shows the latest accident resulting in traffic signal equipment damage.

Figure 1 – Most recent traffic equipment knockdowns
Staff is also continuing with traffic signal communication upgrades necessary to bring the Traffic Operation Center (TOC) on-line. Last fiscal year approximately 80% of the upgrades were completed, leaving 20% remaining with an estimated date of completion of November 2024.

On May 7, 2024, the Airport received complaints that the advance pedestrian crossing on Kirk Douglas Way, approximately 350 feet east from El Cielo Road within the Airport property, was not working. Figure 2 shows the existing pedestrian crossing equipment.

Airport Staff reached out to Engineering Services for assistance in repairing the equipment. After troubleshooting the equipment by SFE, it was determined the system was too old to upgrade and that a new system would be needed. Since SFE maintains the advance pedestrian crossing systems City-wide, the Airport is requesting SFE to remove the outdated system and install a new system as soon as possible. A quote provided by SFE to remove and replace the system came in at $101,547.81 and a copy of the quote is included as Attachment B.

Item 1R - Page 3
Tahqultz Canyon Way x Farre'II Dfilve
City Council Staff Report
July 25, 2024 -- Page 4
St. Francis Electric – Amendment #3 to A8865
Figure 2 – Airport pedestrian crossing equipment
Staff is coordinating recovery of costs associated with traffic collisions and will continue communication repairs needed to have the total traffic signal network on-line with the TOC. Based on the increase in material costs, additional funding will be necessary to cover expenses for the current and next fiscal years. Note, the current SFE agreement started July 1, 2021, and will end on June 30, 2026.

Staff recommends approval of Amendment No. 3 to the SFE contract services agreement to cover their remaining agreement term. A copy of the proposed amendment is included as Attachment C.

ENVIRONMENTAL ASSESSMENT:

Section 21084 of the California Public Resources Code requires Guidelines for Implementation of the California Environmental Quality Act (“CEQA”). The Guidelines are required to include a list of classes of projects which have been determined not to have a significant effect on the environment and which are exempt from the provisions of CEQA. In response to that mandate, the Secretary for Resources identified classes of projects that do not have a significant effect on the environment and are declared to be categorically exempt from the requirement for the preparation of environmental documents. In accordance with Section 15301 “Existing Facilities,” Class 1 projects consist of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use beyond that existing; therefore, the traffic signal maintenance services to be provided to the City are considered categorically exempt from CEQA.

ALIGNMENT WITH STRATEGIC PLANNING:

Community Infrastructure (3A) Improve City Facilities – Prioritize Deferred Maintenance.

Item 1R - Page 4
City Council Staff Report
July 25, 2024 -- Page 5
St. Francis Electric – Amendment #3 to A8865
FISCAL IMPACT:

Sufficient funds for Amendment No. 3 are available in Engineering Account 1002000- 40105, Contractual Services. Funds will also be appropriated from the Airport Account 4157040-40105, Airport Fund balance, to cover their pedestrian crossing system upgrades. The cost per fiscal year is:
• Fiscal year 2024-2025
o Base PO amount per Fiscal year - $380,000
o Requested increase - $200,000
o One time appropriation from Airport Fund balance - $101,550  New Maximum PO will be $681,550
• Fiscal year 2025-2026
o Base PO amount per Fiscal year - $380,000
o Requested increase - $200,000
 New Maximum PO will be $580,000
REVIEWED BY:

City Engineer: Joel Montalvo
Deputy City Manager: Flinn Fagg
City Manager: Scott Stiles
ATTACHMENTS:

A. Public Interest Disclosure Form
B. SFE Airport pedestrian crossing upgrades quote
C. Amendment No. 3
Item 1R - Page 5
Attachment A
Item 1R - Page 6
Item 1R - Page 7
Item 1R - Page 8
Attachment B
Item 1R - Page 9
Customer: 21-0248
Intersection:

Date: Estimator: Jill Petrie
Description of Work:

Labor: RT Hours OT Hours PT Hours RT Rate OT Rate PT Rate Ext 120 $ 94.00 $ 135.00 $ 183.00 $ 11,280.00
$ 89.00 $ 129.00 $ 175.00 $ -
$ 199.00 $ 290.00 $ 350.00 $ -
$ 94.00 $ 135.00 $ 183.00 $ -
$ - $ - $ - $ -
Equipment: Hours Rate Ext
104 $ 33.00 $ 3,432.00
$ - $ -
8 $ 10.00 $ 80.00
8 $ 15.00 $ 120.00
16 $ 30.00 $ 480.00
$ - $ -
Materials: Quantity Unit Cost Ext
1 $ 42,596.55 $ 42,596.55
20 $ 8.50 $ 170.00
7 $ 20.00 $ 140.00
1 $ 75.00 $ 75.00
$ - $ -
$ - $ -
Subcontractor: Quantity Unit Cost Ext
1 $ 26,490.00 $ 26,490.00
$ - $ -
Labor Subtotal $ 11,280.00
Equipment Subtotal $ 4,112.00
Subcontractor Subtotal $ 26,490.00
15% Subcontractor GM $ 4,674.71
Subcontractor Total $ 31,164.71
Material Subtotal $ 42,981.55

8.75% Material Tax $ 3,760.89
15% Material GM $ 8,248.67
Material Total $ 54,991.10
Grand Total $ 101,547.81
Accepted By: Representative
activities or non-activities of others, including but not limited to, owner, contractor, vendors, suppliers, other subcontractors and other factors not in direct control of SFE. For the delays caused by the aforementioned, SFE will be reimbursed for all direct and indirect costs plus a mark-up of twenty percent (20%), or as specified and allowed by the Contract is the delays are caused by the Owner/Agency. SFE will be granted an extension of time to perform its work tantamount to the delays.

This offer shall be accepted by delivery of a copy of this offer duly signed by the City of Palm Springs other costs which may apply. The quote does not include these fees due to the unknown costs the Agency/Customer may require. The governing body must agree to reimburse SFE for any kind of fees generated by permits, inspection fees, encroachments fee's, etc. We are not responsible for any kind of concrete and AC R&R unless specified above. SFE is not responsible for delays caused by and/or resulting from By:

Title:

Date:

Special Note: Quoted for day work. During installation we will need to close 1 lane of travel, Vehicles will be
instructed to move to other incoming lanes as this work is being completed. Closed lane will vary depending on area of work. City/Airport personal to install temporary
warning beacons on temp bases until work is completed
per discussion with City.

Asphalt patch
misc materials
City of Palm Springs
SPECIAL PERMIT NOTE: SFE will procure permits for our work but will not be held responsible for any kind of payment, inspection fees or any Note only the work listed above is included in this SFE Quote, any additional work needed or found to be needed would be discussed with the City prior for authorization, adjustment and to proceed. This offer shall expire 30 days from the date hereof and may be withdrawn by us at any time prior thereto with notice. This offer supersedes any prior offers, commitment or orders, contains all terms, conditions and warranties and when accepted, constitutes the entire contract between the parties. The resulting contract shall not be modified except by formal written amendment.

Haul off spoils
Sierra- Dig and pour foundations 3 days woork plus concrete truck TS Laborer
Engineering Technician
Lab Tech
Air Compressor w/Tools
Arrowboard
SFE Quote
City of Palm Springs
TS Electrician
6/11/2024
Kirk Douglas-El Cielo Airport XING
Sample layout of new equipment attached, All new poles (7) will be painted white specs attached.

SFE will remove all (E ) XING gear including roadway lights, telspar poles, Signage, Ped buttons and advance warrnings. We will then supply and install a new Solar RRFB system to include all (7) Foundation, (7) poles, (7) RRFB's,(4) talking ped buttons, (4) crossing safety lights, (3) advance warning & all new static signsAll signage to be Flourscent Yellow DG 3. SFE will cold patch inroad where lights had existed. PC roadway work will be repaved by others. EST TO COMPLETE 7 -10 DAYS (ARM) Service Truck
NexTech Quote RRFB system and poles
Bucket
0 Item 1R - Page 10
Proposed upgraded Airport Pedestrian Crossing System Proposed advanced crossing signs Item 1R - Page 11
Attachment C
Item 1R - Page 12

Page 1 of 3 ends

Revised: 2.9.22
AMENDMENT NO. 3 TO THE TRAFFIC SIGNAL MAINTENANCE AND

TRAFFIC MANAGEMENT CENTER (TMC) SUPPORT SERVICES
AGREEMENT NO. 8865 BETWEEN THE CITY PALM SPRINGS
AND ST. FRANCIS ELECTRIC, LLC

1. Parties and Date.

This Amendment No. 3 to the Traffic Signal Maintenance and Traffic Management Center (TMC) Support Services Agreement No. 8865 is made and entered into as of this 25th day of July, 2024, by and between the City of Palm Springs (“City”) and St. Francis Electric, LLC, a California limited liability company, with its principal place of business at 975 Carden Street, San Leandro, CA 94577 (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Agreement. The City and Contractor have entered into an agreement entitled “Traffic Signal Maintenance and Traffic Management Center (TMC) Support Services Agreement No. 8865” dated July 6, 2021 “Agreement” for the purpose of retaining the services of Contractor to provide ongoing Traffic Signal/TMC Maintenance and emergency response repairs.

2.2 Amendment No. 1. The City and Contractor amended the Agreement to provide additional services increasing Purchase Order 23000087 by one hundred thirty thousand dollars ($130,000) for a new maximum contract amount of $510,000 for Fiscal Year 22/23.

2.3 Amendment No. 2. The City and Contractor amended the Agreement to provide additional services increasing Purchase Order 24000295 by two hundred thousand dollars ($200,000) for a new maximum contract amount of $580,000 for Fiscal Year 23/24.

2.4 Amendment No. 3. The City and Contractor desire to amend the Agreement to provide additional services increasing the agreement by three hundred and one thousand five hundred fifty dollars ($301,550) for a new maximum contract amount of $681,550 for Fiscal Year 24/25 and two hundred thousand dollars ($200,000) for a new maximum contract amount of $580,000 for Fiscal Year 25/26.

2.5 Amendment Authority. This Amendment No. 3 is authorized pursuant to Section 2.3, Changes in Scope, of the Agreement.

3. Terms.

3.1 Maximum Contract Amount, Section 2.1 of the Agreement is hereby amended to add the following:

Compensation shall not exceed the maximum contract amount of Six Hundred Eighty One Thousand Five Hundred Fifty Dollars ($681,550) ("Maximum Contract Amount") for Fiscal Item 1R - Page 13

Page 2 of 3 ends

Revised: 2.9.22
Year 24/25. Compensation shall not exceed the maximum contract amount of Five Hundred Eighty Thousand Dollars ($580,000) ("Maximum Contract Amount") for Fiscal Year 25/26.

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

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

3.4 Severability. If any portion of this Amendment No. 3 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5 Counterparts. This Amendment No. 3 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
Item 1R - Page 14

Page 3 of 3 ends

Revised: 2.9.22
SIGNATURE PAGE TO AMENDMENT NO. 2 BY AND BETWEEN
THE CITY OF PALM SPRINGS AND ST. FRANCIS ELECTRIC, LLC
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.

CONTRACTOR:

By: _______________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date: Date:

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _______ Item No.

APPROVED AS TO FORM: ATTEST:

By: ___________________________ By: _______________________________ City Attorney City Clerk
APPROVED:

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
Item 1R - Page 15

CITY COUNCIL STAFF REPORT
DATE: JULY 25, 2024 CONSENT CALENDAR
SUBJECT: APPROVE LAW ENFORCEMENT SERVICES AGREEMENT BETWEEN

PALM SPRINGS UNIFIED SCHOOL DISTRICT AND CITY OF PALM

SPRINGS, THROUGH ITS POLICE DEPARTMENT, FOR SCHOOL

RESOURCE OFFICER SERVICES
FROM: Scott C. Stiles, City Manager
BY: Police Department
SUMMARY:

It is recommended that the City Council approve an agreement between the Palm Springs Unified School District (PSUSD) and the City of Palm Springs for law enforcement services from the Palm Springs Police Department for a full-time School Resource Officer (SRO) on the campus of the Palm Springs High School and Desert Learning Academy. Per the agreement, the SRO will provide law enforcement services for the 2024/2025 school year and PSUSD will reimburse the full costs of the services provided.

RECOMMENDATION:

1. Approve an agreement with the Palm Springs Unified School District to provide a full-time police officer (School Resource Officer) on the campus of Palm Springs High School and Desert Learning Academy for one year, expiring at the end of the 2024/2025 school year.

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

STAFF ANALYSIS:

For many years, the City of Palm Springs has entered into an annual agreement with the Palm Springs Unified School District to provide a full-time police officer, referred to as a School Resource Officer, on the campus of Palm Springs High School.

In 2020, the Palm Springs Unified School District began discussions on how to incorporate the SRO into a broader, more comprehensive approach to addressing student health, wellness, and safety. PSUSD more clearly defined the roles, Item 1S - Page 1
City Council Staff Report
July 25, 2024 – Page 2
PSUSD Law Enforcement Services Agreement
responsibilities, expectations, and selection process for SROs, and hired mental health specialists and social workers as part of this collaboration.

SROs are expected to take enforcement on criminal matters when appropriate or requested and protect students and staff from criminal activity. SROs develop and enhance rapport and communication between youth, police officers, and school administrators. SROs provide information and classroom instruction on law enforcement related topics. They work with school staff to ensure students are provided with effective and supportive responses to disruptive behavior and families are made aware of community resources available to them. The SRO is not involved in and does not maintain statistics or student demographic data related to expulsions or suspensions.

The proposed agreement prohibits SROs from engaging in discipline or enforcing school codes of conduct.

PSUSD has prioritized special training for their SROs. The Palm Springs Police Department officer currently assigned to Palm Springs High School has attended a 40- hour training course presented by the National Association of School Resource Officers.

This Basic SRO course covered a variety of training topics and materials, including:
ethics, school safety, effective presentations, informal counseling/mentorship, special needs students, cyber security, school law, threat response and developing successful relations with a diverse student body.

During the 2023/2024 school year, the Palm Springs Police Department authored 37 reports documenting incidents on or that were directly related to the Palm Springs High School campus. Thirty of these reports were written by the assigned SRO, documenting batteries on campus, threats, drug and paraphernalia possession, and mental health commitments. The remaining seven reports were written by patrol officers after incidents were reported to law enforcement outside school hours. There were no student arrests made on the Palm Springs High School campus during the 2023/2024 school year.

The current proposed agreement between PSUSD and the City of Palm Springs is for “the services of a School Resource Officer in order to ensure the greater safety of students, the staff, and the public at Palm Springs High School and Desert Learning Academy and to improve and strengthen law enforcement community connections on or about campus.”
The proposed agreement is effective for the 2024/2025 school year, running through June 7, 2025. The total costs of one police officer assigned as the SRO to the Palm Springs High School and Desert Learning Academy for the 2024/2025 school year is estimated at $231,926. These costs will be reimbursed to the City by PSUSD at a rate not to exceed $23,192.60 per month for period of up to ten months for the fiscal year of 2024/2025.

Item 1S - Page 2
City Council Staff Report
July 25, 2024 – Page 3
PSUSD Law Enforcement Services Agreement
FISCAL IMPACT:

The fully burdened costs of one police officer assigned to Palm Springs High School and Desert Learning Academy will be reimbursed to the City by PSUSD, including any overtime costs for duties related to the SRO assignment.

REVIEWED BY:

Department Director: Andrew G. Mills
City Manager: Scott Stiles
ATTACHMENTS:

A.) PSUSD Law Enforcement Services Agreement – C0005030 Item 1S - Page 3
ATTACHMENT "A"
Item 1S - Page 4
Law Enforcement Services Agreement Page 1 of 10

PALM SPRINGS UNIFIED SCHOOL DISTRICT
Law Enforcement Services
Agreement
C0005030

LAW ENFORCEMENT SERVICES AGREEMENT BETWEEN THE CITY OF PALM

SPRINGS AND THE PALM SPRINGS UNIFIED SCHOOL DISTRICT PURSUANT TO PROVISIONS OF THE CALIFORNIA EDUCATION CODE, SECTION 12400, FOR

THE SERVICES OF A SCHOOL RESOURCE OFFICER IN ORDER TO ENSURE THE

GREATER SAFETY OF STUDENTS, THE STAFF, AND THE PUBLIC AT PALM

SPRINGS HIGH SCHOOL AND DESERT LEARNING ACADEMY AND TO

IMPROVE AND STRENGTHEN LAW ENFORCEMENT COMMUNITY
CONNECTIONS ON OR ABOUT CAMPUS.

THIS AGREEMENT (“Agreement”) is made and entered into by and between the City of Palm Springs (hereinafter referred to as "CITY"), and the PALM SPRINGS UNIFIED SCHOOL DISTRICT, (hereinafter referred to as "DISTRICT") (individually, “Party” and collectively, “Parties”).

WHEREAS, the CITY and DISTRICT desire to work cooperatively in thisschool community policing approach by entering into this Agreement to place a Police Officer from the CITY’s Police Department as a School Resource Officer, herein after referred to as an SRO, on the DISTRICT campuses as needed to assist in the teaching of police science classes and to be a visual deterrent to aberrant behavior and thereby enhance DISTRICT's campus control and student protection;
IT IS THEREFORE AGREED AS FOLLOWS:

1. TERM
This Agreement shall be effective beginning August 1, 2024 and it shall run through June 7, 2025, unless sooner terminated as provided in Section 16.

2. PURPOSE
This Agreement establishes and delineates the mission of the School Resource Officer Program, herein referred to as the SRO Program, as a joint cooperative effort.

Additionally, the Agreement formalizes relationships between the participating entities to foster an efficient and cohesive program that will build a positive relationship between the CITY’s Police Officers and the youth of our community in addition to reducing crime committed by juveniles and young adults.

The intent of this Agreement is to ensure that all SROs assigned to PSUSD are deployed under the framework of the U.S. Department of Education and Item 1S - Page 5
Law Enforcement Services Agreement Page 2 of 10
Department of Justice Safe School-based Enforcement through Collaboration, Understanding, and Respect (SECURe).

3. MISSION
The SRO Program accomplishes its mission by creating and maintaining safe, secure, and orderly learning environments for students, teachers, and staff. The SRO will establish a trusting channel of communication with students, parents, and teachers. SROs will serve as a positive role model to instill in student's good moral standards, good judgment and discretion, respect for other student's, and a sincere concern for the school community. SROs will promote citizen awareness of the law to enable students to become better informed and effective citizens, while empowering students with the knowledge of law enforcement efforts and obligations regarding enforcement as well as consequences for violations of the law. SROs will serve as a confidential source of informal counseling for students and parents concerning problems they face as well as providing information on community resources available to them.

Goals and objectives are designed to develop and enhance rapport between youth, police officers, and school administrators.

SROs are not school disciplinarians and are not employed to "police students".

Therefore, they are prohibited from involvement in enforcing school codes of conduct or engaging in school discipline. To the extent permissible by law, SRO’s will abstain from issuing additional citations for student conduct sufficiently addressed through the District student discipline policies.

4. SCOPE OF SERVICES

4.1 CITY agrees to assign 1 (one) SRO as the minimum staffing level under this Agreement.

Basic responsibilities of the SRO will include but will not be limited to:

1. Protect the students, staff, and public at large against criminal activity.

2. Refer school discipline issues to the appropriate administration team member.

3. Meet with principals to exchange information gathered from, parents, community members, and social media to detect potential spill-over of threats, drug activity, gang activity, and other behavior onto campus.

4. Connect with campus and community social workers to understand when and how at-home issues may be motivating a student's disruptive behavior in order to work with school staff to ensure effective and supportive responses.

Item 1S - Page 6
Law Enforcement Services Agreement Page 3 of 10

5. Provide counseling on a limited basis to students, staff, and faculty.

6. Take enforcement action on criminal matters when appropriate.

7. Handle initial police reports of crimes committed on campus.

8. Coordinate investigative procedures between the CITY’s Police Department and the DISTRICT’s school administrators.

9. Work with administrators to keep the school Emergency Management Plans updated.

10. Attend school special events as needed.

11. Provide information concerning questions about law enforcement topics to students and staff.

12. Provide classroom instruction on a variety of topics including, but not limited to, narcotics, gangs, safety, public relations, occupational training, leadership, constitutional law, juvenile law, state law, and life skills.

13. Attend training as needed to fulfill the duties of an SRO.

4.2 DISTRICT shall provide the SRO of each campus the following materials and facilities, which are deemed necessary to the performance of the SRO’s duties:

1. Access to an air-conditioned and properly lighted private office, which shall contain a telephone, which may be used for general business purposes.

2. A location for files and records which can be properly locked and secured.

3. A desk with drawers, chair, worktable, filing cabinet, and office supplies.

4. Access to a computer and printer.

5. Access to and encourage classroom participation by the SROs.

6. The opportunity for SROs to address teachers and school administrators about the SRO program, goals, and objectives.

7. Seek input from the SROs regarding criminal justice problems relating to students.

8. Provide SROs the opportunity to address teachers and school Item 1S - Page 7
Law Enforcement Services Agreement Page 4 of 10
administrators about criminal justice problems relating to students during in-service workdays.

9. Computer access to student records at all campuses for investigative purposes. (In compliance with FERPA guidelines)

10. Access to video surveillance systems at all campuses for investigative purposes. SROs will be provided access to the video surveillance system for their respective school campuses and school buses that have video capability. This access will be given to the SRO on their office computer. Access to the video surveillance system shall be solely for investigative and preventive law enforcement purposes only. Once video of an incident is determined to contain evidentiary value, the portion of video that is necessary to capture the incident will be downloaded from the system and saved as a computer file. The computer file will be considered evidence and shall be handled in accordance with the CITY’s Police Department policy and procedure.

SROs shall respect the sensitive nature of student privacy and shall abide by all applicable confidentiality, privacy policies, and applicable laws. Any unauthorized use of the DISTRICT'S video surveillance system will be grounds for disciplinary action in accordance with the agreement between the DISTRICT and the CITY’s Police Department.

11. Encourage attendance of principals at NASRO Basic SRO training.

12. Ensure SROs receive forty (40) hours of training as an SRO through the National Association of School Resource Officers (NASRO).

13. Make certain SROs are trained in relevant school-based programs (Restorative Practices, Trauma Informed Care, Positive Behavioral Interventions and Supports, and Students with Disabilities).

5. SCHOOL RESOURCE OFFICER ASSIGNMENT

5.1 When an SRO position becomes available, notice should be given to all sworn employees of the CITY’s Police Department through regular department posting procedures. The officer should then be interviewed by a board consisting of CITY Police Department personnel and DISTRICT employees, with the final selection being made by the CITY’s Chief of Police and the DISTRICT’s Superintendent of Schools or his/her designee(s).

Selection criteria should include but should not be limited to:

1. Oral Interview

2. Oral Presentation
Item 1S - Page 8
Law Enforcement Services Agreement Page 5 of 10

3. Performance Reports

4. Experience

5. Interpersonal skills
The SRO must successfully complete a School Site orientation before his/her assignment to that School Site. The SRO shall meet the requirements of Education Code section 38001.5. The SRO shall have full authority to act to discharge his or her law enforcement duties pursuant to the policies and practices of the CITY. If circumstances permit, the DISTRICT’s Superintendent, or designee, may be consulted with respect to the handling of certain situations, if nothing in this Agreement shall restrict the discretion of the SRO in his/her law enforcement activities.

5.2 The day-to-day operation and administrative control of the SRO Program will be a joint and cooperative effort of the CITY’s Police Department and the DISTRICT’s Superintendent of Schools, or his/her designee(s).

The SRO Sergeant will make SRO assignments for a school year with an annual review. Responsibility for the conduct of SRO Personnel, both personally and professionally, shall remain with the CITY’s Police Department, and the DISTRICT acknowledges the SRO remains responsive to the command of the CITY’s Police Department. The SRO or SROs are employed and retained by the CITY, and in no event shall any employee of the CITY be considered an employee of the DISTRICT regardless of the funding source.

5.3 CITY shall retain the full responsibility and authority to direct and control the activities of the SRO and supervise and discipline the SRO in accordance with the collective bargaining agreement between the CITY and the CITY’s Police Officers Association then in effect.

Notwithstanding the foregoing, the SRO shall cooperate with the DISTRICT relating to any event or activity which may involve a SRO assigned to the DISTRICT, including, without limitation, conferring with any student, parent, faculty, and school administrator. If a problem arises concerning the performance of duties by a SRO, the principal or his/her designee shall state such concerns in writing directed to the DISTRICT’s Superintendent of Schools or his/her designee(s), and the CITY’s Chief of Police or his/her designee.

5.4 The CITY agrees it shall assign and have in attendance an SRO to the DISTRICT for a period of no less than ten (10) months during the school year. The SRO shall have a regular work schedule of 7:45 a.m. to 3:45 p.m. five (5) days per week to reflect the days and hours as that of the student population.

5.5 The CITY shall retain the right to approve requests for sick leave, Item 1S - Page 9
Law Enforcement Services Agreement Page 6 of 10
vacation, or other absences In the event an SRO will be absent from work when school is in session, the SRO shall notify his/her supervisor in the CITY and the designated representative of the DISTRICT for the school assigned. For absences of more than five (5) consecutive days' duration, the CITY may assign another fully trained SRO to substitute for the reassigned SRO.

5.6 SRO's vacation time shall not conflict with the schedule of duties mutually developed by DISTRICT and CITY. Because DISTRICT and CITY holidays may not correspond, holiday time will be taken by the SRO in accordance with DISTRICT holidays during the contract period.

The excess days shall be taken with reasonable notice to DISTRICT but shall not conflict with the schedule of duties mutually developed by DISTRICT and CITY.

5.7 The CITY will make reasonable efforts not to reassign an SRO when school is in session. The DISTRICT recognizes that there will be times when the SRO is necessarily absent from campus, including but not limited to emergencies, court appearances, union release time scheduled training.

5.8 All training required of the SRO will attempt to be scheduled during nonstudent days if at all feasible.

5.9 The SRO shall always be expected to maintain radio contact with the high school administration. In the event the SRO shall find it necessary to leave the campus, the principal, (or designee), shall be notified in advance of the expected absence and the CITY’s Police Watch Commander shall be notified. In such a circumstance, a patrol car shall be available for immediate response to a school emergency.

5.10 Any overtime required to be paid to the SRO for school-related issues shall be paid by the DISTRICT as an addition to the full cost of services contained in Article 7. Compensation of this Agreement.

6. MODIFICATION OF SERVICES
No portion of the services or responsibilities of either Party described in this Agreement may be eliminated, reduced, or appreciably changed without the mutual written consent of both Parties.

7. COMPENSATION
DISTRICT shall reimburse CITY the cost of rendering service pursuant to this Agreement. Such cost of services shall be established by the CITY in the form of an hourly rate for an SRO and a mileage rate, and shall include all items of cost and expense to the CITY for providing the services hereunder. Total cost to DISTRICT under this Agreement is estimated at TWO HUNDRED THIRTYItem 1S - Page 10 Law Enforcement Services Agreement Page 7 of 10

ONE THOUSAND NINE HUNDRED TWENTY-SIX DOLLARS AND
00/100 ($231,926.00), based on the hours of work for the SRO, as estimated by the DISTRICT. Payment to be made upon monthly billing by the CITY calculated at the total rate not to exceed TWENTY-THREE THOUSAND ONE HUNDRED NINETY-TWO DOLLARS AND 60/100 ($23,192.60), per month for a period of up to ten (10) months for the fiscal year of 2024/2025.

8. INSURANCE
City Insurance. CITY, at its sole cost and expense and for the full term of this Agreement shall obtain and maintain at least all the following minimum insurance requirements. All or a portion of the required insurance may be satisfied using a self insurance program or pooled insurance, if any. The CITY must provide an affidavit of self-insurance, or pooled insurance if any.

A. Comprehensive General Liability
A policy with a minimum limit of not less than $1,000,000.00 combined single limit per occurrence for bodily injury and property damage, providing at least all the following minimum coverages:
1) Personal Injury
B. Workers' Compensation and Employers' Liability
A policy written in accordance with the laws of the State of California and providing coverage for all employees of the CITY.
1) This policy shall provide coverage for Workers' Compensation (Coverage A) with statutory limits.
2) This policy shall also provide coverage of $100,000.00 Employers' Liability (Coverage B).

C. Comprehensive Business Auto
A policy with a minimum of not less than $1,000,000.00 combined single limit per occurrence for bodily injury and property damage. Coverage shall be applicable (without deductibles) to all City leased, owned, hired, or non owned vehicles used in pursuit of any of the activities associated with this Agreement.

D. Special Provisions
The foregoing requirements as to the types and limits of insurance coverage to be maintained by CITY, and any approval of said insurance by the DISTRICT, or its insurance consultants) are not intended to and shall not in any manner limit or qualify the liabilities and obligations Item 1S - Page 11
Law Enforcement Services Agreement Page 8 of 10
otherwise assumed by CITY pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.

9. ADMINISTRATION AND SUPERVISION
CITY, (or designee), shall administer this Agreement and supervise the SRO on behalf of the CITY. The Superintendent of DISTRICT (or designee) shall administer this Agreement on behalf of DISTRICT.

10. EMPLOYMENT STATUS
SROs shall remain employees of the CITY on special assignment to DISTRICT for the purposes set forth in this Agreement, and shall not be considered agents, employees, or an officer of DISTRICT.

11. HOLD HARMLESS AND INDEMNIFICATION
The DISTRICT shall not be liable for any damages proximately resulting from the negligent or wrongful acts or omissions of the SRO, the CITY, or the CITY'S employees or agents in the performance of this Agreement. The CITY shall assume the defense of, and shall indemnify and hold harmless the DISTRICT from and against all actions or claims against DISTRICT, its officers, agents or employees from any and all loss, including attorneys' fees, sustained by DISTRICT by virtue of any damages to any person(s), firm or corporation who may be injured by or to any property that may be damaged arising out of the performance of this Agreement by CITY.

Nothing in this Section 11 shall limit any liability of DISTRICT or CITY, which liability pertains to any act or omission by any Party arising from any event occurring outside of the performance of this Agreement by CITY.

The indemnity provisions of this Agreement shall survive the expiration or earlier termination of this Agreement.

12. ASSIGNMENT
Neither this Agreement nor any duties or obligations under this Agreement may be assigned by DISTRICT without prior written consent of the CITY.

13. ENTIRE AGREEMENT
This Agreement supersedes all agreements, either oral or written, between the Parties, and contains all of the covenants and agreements between the Parties with respect to the subject matter hereof. Each Party acknowledges that no other agreement, understanding or promise, oral or otherwise, relative to this subject matter exists between the Parties at the time of execution of this Agreement. Any modification of this Agreement shall be effective only if it is in writing and signed by both Parties.

Item 1S - Page 12
Law Enforcement Services Agreement Page 9 of 10

14. WAIVER
Any waiver by the Parties of any breach of any one or more of the terms of this Agreement shall not be construed to be a waiver of any subsequent or other breach of the same or of any other term thereof. Failure on the part of a Party to require exact, full, and complete compliance with any term of this Agreement shall not be construed in any manner as changing the terms hereof, or estopping a Party from enforcement hereof.

15. SEVERABILITY
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

16. TERMINATION
The term of this Agreement is for the 2024/2025 school year; however the agreement may be amended at any time by the mutual consent of the Parties hereto and may be terminated by either Party upon thirty (30) days written notice to the other of its intention to do so. In the event this Agreement is terminated, the cost shall be prorated on the basis on one tenth per month of the remainder of the actual agreed services performed hereunder.

17. DISPUTE RESOLUTION
With respect to any breach or dispute arising under this Agreement, the Parties shall meet and attempt, in good faith and in using their best and reasonable efforts, to resolve may be amended at any time by the same. If such breach or dispute is not resolved by the Parties, then the Parties shall meet and attempt to agree on an appropriate mode of resolving the dispute or breach, e.g. arbitration, mediation or other forms of alternative dispute resolution.

18. AUTHORITY
The signers of this Agreement have the capacity and are authorized to execute this Agreement as the representatives of their respective Parties, and to bind said Parties to the terms hereof. This Agreement is subject to the approval by each Party's governing body. The Parties have entered into this Agreement as of the day and year first herein above appearing.

Item 1S - Page 13
Law Enforcement Services Agreement Page 10 of 10
IN WITNESS WHEREOF, the duly authorized representatives of the Parties hereto have signed in confirmation of this Agreement on the dates indicated below.

PALM SPRINGS UNIFIED SCHOOL DISTRICT
By: _____________________________
Name: Jeffrey Simmons_______________
Title: Assistant Superintendent, Business Services
Date: _____________________________
CITY OF PALM SPRINGS, a Municipal Corporation
By: _____________________________
Name: _____________________________
Title: _____________________________
Date: _____________________________
Approval as to Form and Content:

CITY OF PALM SPRINGS, a Municipal Corporation
By: _____________________________
Name: _____________________________
Title: _____________________________
Date: _____________________________
Andrew G Mills
Chief of Police
July 9, 2024
Item 1S - Page 14

CITY COUNCIL STAFF REPORT
DATE: JULY 25, 2024 CONSENT CALENDAR
SUBJECT: APPROVAL OF AMENDMENT NO. 9 TO LEASE AGREEMENT NO.

A3613 WITH PALM SPRINGS AIR MUSEUM, INC. AT THE PALM

SPRINGS INTERNATIONAL AIRPORT
FROM: Scott C. Stiles, City Manager
BY: Department of Aviation
SUMMARY:

This action will approve Amendment No. 9 to Lease Agreement No. A3613 with Palm Springs Air Museum, Inc. (Air Museum) for a ten-year extension and include a Consumer Price Index (CPI) increase for certain fees at the Palm Springs International Airport (Airport).

RECOMMENDATION:

1. Approve a ten-year lease extension for the Palm Springs Air Museum, Inc. and include a Consumer Price Index increase for certain fees for a period commencing August 1, 2024 through November 29, 2045 (Attachment A).

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

BUSINESS PRINCIPAL DISCLOSURE:

The Palm Springs Air Museum, Inc. is a 501(c)(3) non-profit corporation. The Public Integrity Disclosure (Attachment B) lists the Board of Directors.

BACKGROUND:

The Air Museum is a popular attraction serving the entire Coachella Valley tourism industry and has been leasing property at the Palm Springs International Airport since November 1995. The original lease has been amended/extended on the following occasions:
• Amendment No. 1 was entered into on December 2, 1998, to include improvements of a rent- free office space for the Civil Air Patrol, a 10% food and beverage gross revenue share, and $ .25 per admission ticket for special events.

Item 1T - Page 1
City Council Staff Report
July 25, 2024 – Page 2
Palm Springs Air Museum – Amendment No. 9 to Agreement No. A3613 • Amendment No. 2 expanded the original footprint of the real property of the original lease to include the available parking for visitors to the museum and to construct an educational facility and hangar.
• On January 1, 2016, the City and the Air Museum entered into Amendment No. 3, which included additional facilities such as a 20,000 square foot hangar, 8,100 square foot hangar restaurant, an aircraft apron tarmac expansion, retention basin, and road access improvements.
• On February 15, 2020, the City and the Air Museum entered into Amendment No. 4 and leased an additional 10,000 square foot hangar on the airport premises to store aircraft through October 31, 2020.
• On November 1, 2020, the City and the Air Museum entered into Amendment No. 5, which extended the term for the 10,000 square foot hangar for an additional six months from November 1, 2020, through April 30, 2021.
• The City and the Air Museum entered into Amendment No. 6 on May 1, 2021, to extend the term of the lease of the 10,000 square foot hangar to October 30, 2021. • The City and the Air Museum entered into Amendment No. 7 on November 1, 2022, to extend the hangar for an additional six months from November 1, 2021, through April 30, 2022. On April 12, 2022, the City and the Air Museum extend the lease through December 31, 2022, upon mutual agreement. • On November 9, 2022, the term for the 10,000 square foot hangar was extended by mutual agreement for an additional six months from January 1, 2023 through June 30, 2023.
• On July 24, 2023, the City and the Air Museum entered into Amendment No. 8, which extend the term of the lease of the 10,000 square foot hanger to July 31, 2026.

On July 10, 2024, Amendment No. 9 to Lease Agreement No. A3613 with Palm Springs Air Museum, Inc. was presented to the Airport Commission, and the Airport Commission voted (15 - Yes and 1 - No) in favor to recommend to the City Council the approval of Amendment No. 9 to Lease Agreement No. A3613 with Palm Springs Air Museum, Inc.

STAFF ANALYSIS:

The Air Museum facility at the Airport covers approximately sixteen acres on the east side of the Airport, adjacent to Gene Autry Trail. This area includes several interconnected aircraft hangars, totaling about 85,000 square feet, which are used to store aircraft and memorabilia accessible to the public.

Item 1T - Page 2
City Council Staff Report
July 25, 2024 – Page 3
Palm Springs Air Museum – Amendment No. 9 to Agreement No. A3613 The current lease with the Air Museum expires on November 29, 2035; however, the Air Museum is requesting an additional 10-year extension of its existing lease at the Airport ending on November 29, 2045. The extension is at the request of the Air Museum to support a $3.5 million expansion and remodel of the museum's front entry area, including landscaping. The project will add approximately 4,000 square feet of new floor space and impact 4,000 square feet of existing space, with no changes to the current curb line. The remodel will include a 200-seat education center, reconfigured admissions, gift shop and office areas, reconfigured stairs and elevator, and expanded restroom facilities as depicted in Figures 1 and 2 (Attachment C) The extension of the lease (A3613) does not apply to the lease of the 10,000 square foot hangar.

Pursuant to Section 3.3 of the Agreement, staff recommends adjusting the monthly admissions fees, facility rental rate and the gross gift sales for gift rate in line with changes in the CPI, subject to certain limitations. The Air Museum has agreed to a CPI adjustment for other fees owed to the City of Palm Springs (City) under the Agreement, including a percentage of gross sales detailed in Section 3.2(a)(i).

Furthermore, staff recommends that the City reserve the right to implement a CPI adjustment of the monthly rental and other fees owed for 2025. These additional adjustments will take effect on the one-year anniversary of the 2024 CPI adjustments outlined in this Amendment. Further CPI adjustments after 2025 will occur every five years.

The Air Museum has not experienced a CPI increase in the past 20 years, making this adjustment necessary to align fees with current economic conditions and support the Airport's ongoing needs. The adjusted monthly rent and fees are described as follows:

Year Per
Admission Gross Sales Facility Rental
2024 0.30 3.43% 0.30
Additionally, in the past five Fiscal Years the Air Museum has reported the following in Admissions, Gross Sales, and Facility Rental:

Fiscal Years 0.25 Per
Admission
3% Gross Sales 0.25 Facility
Rental
2022-23 $22,939 $17,403 $8,492
2021-22 $18,696 $13,738 $12,526
2020-21 $10,938 $8,694 $388
2019-20 $13,908 $6,741 $5,769
2018-19 $19,538 $8,495 $10,175
Total $86,019 $55,071 $37,350
Item 1T - Page 3
City Council Staff Report
July 25, 2024 – Page 4
Palm Springs Air Museum – Amendment No. 9 to Agreement No. A3613 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. 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.

ALIGNMENT WITH STRATEGIC PLANNING:

Approval of this action supports City Council priority 1D, Economic Development.

FISCAL IMPACT:

The projected revenues from the Airport Lease Amendment for Fiscal Year 2023-24 are estimated as follows: $22,181 in Admission Fees applied to Airport Account 415.38185, $18,617 in Gross Sales applied to Airport Account 415.38190, and $8,856 in Facility Rental Fees applied to Airport Account 415.38195, totaling $49,654. For Fiscal Year 2024-25, estimates indicate $26,617 in Admission Fees to Airport Account 415.38185, $21,286 in Gross Sales to Airport Account 415.38190, and $10,626 in Facility Rental Fees to Airport Account 415.38195, totaling $58,529.

REVIEWED BY:

Department Director: Harry Barrett Jr.

Finance Director: Kristopher Mooney
City Attorney: Geremy Holm
City Manager: Scott Stiles
ATTACHMENTS:

A. Amendment No. 9 to Lease Agreement No. A3613
B. Public Integrity Business Disclosure
C. Figure 1 and 2
Item 1T - Page 4

ATTACHMENT A
AMENDMENT NO. 9 TO
LEASE AGREEMENT NO. A3613
Item 1T - Page 5
AMENDMENT NO. 9 TO LEASE NO. A3613 PALM SPRINGS AIR

MUSEUM LEASE AGREEMENT AT PALM SPRINGS

INTERNATIONAL AIRPORT
THIS NINTH AMENDMENT (“Amendment”) to Lease Agreement No. A3613 is made and entered into this 1st day of August 2024, by and between the City of Palm Springs, a California charter city and municipal corporation, (“Landlord”), and the Palm Springs Air Museum, Inc., a California non-profit public benefit corporation (“Tenant”).

RECITALS
A. Landlord owns and operates an airport known as the Palm Springs International Airport, located in the City of Palm Springs, County of Riverside, State of California (“Airport). Landlord and Tenant entered into Lease Agreement No. A3613, effective November 29, 1995, Amendment No. 1 to said Lease Agreement on December 2, 1998, Amendment No. 2 to said Lease Agreement on February 2, 2005, Amendment No. 3 to said Lease Agreement on January 1, 2016, Agreement No. 4 to said Lease Agreement on February 1, 2020, Amendment No. 5 to said Lease Agreement on November 1, 2020, Amendment No. 6 to said Lease Agreement on May 1, 2021, Amendment No. 7 to said Lease Agreement on November 1, 2021, and Amendment No. 8 to said Lease Agreement on August 1, 2023. The Lease Agreement and its Amendments are collectively referred to as the “Agreement”.

B. Pursuant to the terms of the Agreement, the Landlord leases a portion of the Airport (“Demised Premises”) to Tenant to construct, operate, and maintain an Air Museum.

C. Pursuant to that certain Lease Amendment No. 4, dated February 1, 2020, the Landlord leased to Tenant an additional 10,000 square foot (sq. ft.) hangar, as described therein (the “10,000 sq. ft. hangar”), and to be included within the Agreement’s definition of “Demised Premises”, for aircraft storage purposes on a temporary basis, for $2,500 per month, from May 1, 2021, to October 31, 2021.

D. Pursuant to that certain Lease Amendment No. 5, dated November 1, 2020, Lease Amendment No. 6, and Lease Amendment No. 7, the term of the lease of the 10,000 sq. ft. hangar was extended on a year-to-year basis.

E. On November, 2022, the term for the lease of the 10,000 sq. ft. hangar was extended for a period of six months from January 1, 2023 through June 30, 2023.

F. Pursuant to that certain Lease Amendment No. 8, dated August 1, 2023, Landlord and Tenant extended the term of the lease of the 10,000 sq. ft. hangar for a three-year period, with two six-month extension options.

Item 1T - Page 6
G. Landlord and Tenant desire to extend the term of the Agreement for an additional period of ten (10) years and include a Consumer Price Index increase for certain fees owed to Landlord under the lease.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable considerations, Landlord and Tenant agree to amend the Agreement as provided herein.

AGREEMENT

1. Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein.

2. Extension of Lease. The term of the Agreement shall be extended for an additional ten (10) years through November 29, 2045. This extension shall not apply to the lease of the 10,000 sq. ft. hangar.

3. Fee Adjustment. The Monthly Rental, as that term is defined in the Agreement, shall be adjusted in proportion to changes in the Consumer Price Index. In addition, the Tenant has also agreed to a Consumer Price Index adjustment of other fees owed to the Landlord by Tenant under the Agreement, including but not limited to, the percentage of gross sales outlined in Section 3.2(a)(i) of the Agreement. Such adjustments shall become effective on the first day of the next calendar month following the execution of this Amendment. The adjusted Monthly Rent and fees for 2024 are more particularly described below:

Year Per admission Gross Sales Facility Rental
2024 0.30 3.43% 0.30
In addition to the adjustments made in this Amendment, the Landlord also reserves the right to implement a Consumer Price Index Adjustment of the Monthly Rental and other fees owed for 2025. Such additional adjustments shall become effective on the one year anniversary of the 2024 Consumer Price Index Adjustments outlined in this Amendment.

Any further Consumer Price Index adjustments occurring after 2025 shall follow the timing and procedures outlined in Section 3.3 of the Agreement.

4. Except as otherwise provided in this Amendment, all terms and conditions of the Agreement, as previously amended, shall remain in full force and effect and performance of services under the Agreement shall be governed by the provisions of the Agreement.

5. This Amendment may be signed in counterparts, each of which shall constitute an original.

Item 1T - Page 7
SIGNATURE PAGE FOR AMENDMENT NO. 9 TO LEASE NO. A3613
BETWEEN THE CITY OF PALM SPRINGS AND PALM SPRING AIR MUSEUM, INC.

IN WITNESS WHEREOF, the Parties have entered into this NINTH AMENDMENT to LEASE NO. A3613 PALM SPRINGS AIR MUSEUM LEASE AGREEMENT as of the day and year first above written.

CITY OF PALM SPRINGS PALM SPRINGS AIR MUSEUM, INC.

Approved By:
_____________________________________
Signature
_________________________________ _____________________________________ City Manager Name
________________________ _____________
__________________________________ Title
Date
Attested By:
_____________________________________
Signature
__________________________________ _____________________________________ City Clerk Name
_____________________________________
Title
Approved as to Form:
__________________________________
City Attorney
Item 1T - Page 8

ATTACHMENT B

PUBLIC INTEGRITY BUSINESS DISCLOSURE
Item 1T - Page 9
Item 1T - Page 10

1. 2.

3. 4.

Name of Entity
?itl~ ~,
Addresso
\JO{

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
rinciple Place of Business)
~ ~~m-.,,
Local or California Address (if ifferent th #2)
;--
State where Entity is Registered with Secretary of State Yes No

6. Officers, Directors, Members, Mana ers, 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 ----'04-"-h .... ".'.\ _.__{p=-· ... ~~--'----'----"------- ~ ~ 0 Director O Member O Manager [name] D General Partner D Limited Partner
• Other ____________ _
---~-=--:Jd---'~-¼....:. __ Q....::_e::::Q--=o... ___ ___ _ _ ~cer D Director D Member D Manager [name] O General Partner O Limited Partner
• Other _ ___ ___ ___ _ _ _
_ --1-~-=-•_l.:....\-=--- ~::.__:/j~t{.-=--~ ---':....._ _ ___ ___ [3-(Sificer O Director O Member O Manager (Revised 09 13 18)
[name] D General Partner O Limited Partner
• Other ______ ______ _

CITY OF PALM SPRINGS- PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 1 of 2 ends

Item 1T - Page 11

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

EXAMPLE

JANE DOE
[name of owner/investor]
A.
[name of owner/investor]
B.

E.
50%, ABC COMPANY, Inc.
[percentage of
g f beneficial interest in entity
i:i name of entity)
(percentage of beneficial interest in entity
and name of entity]
[percentage of beneficial interest in entity
and name of entity]
[percentage of beneficial interest in entity
and name of entity]
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]

I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.
s;gn~of · os;ng 7• ~;.d,7f;J&
Viu eJJe .... ---
Date
(Revised 0913.18)

CITY OF PALM SPRINGS- PUBLIC INTEGRITY DISCLOSURE FORM

APPLICANT DISCLOSURE FORM

Page 2 of 2 ends

Item 1T - Page 12
Name
Board Officers
Dan Gilbertson,
Fred Bell
William L Bramer
Board Directors
Dick Shalhoub
Robert Gilliland
Fred W. Noble,
Gary Annunziata/D.0.

William Hughes
William Page/M.D
Frank Castner
Mort Gubin/M.D.

Todd Hooks
Kenny Holley
Polly Pond Holley
Fred E. Jandt P.H.D.

Andy Jessup Sr.

James Kaplan
Karen Miles
Richard Oliphant
John Parker
Carl Scholl
David Thompson D.D.S.

Rod Vandenbos
Martin Garrick
Bill Rutherford
Victor Wolf
Chairman
Vice Chair/Managing Director
Secretary fr reasu rer
Board Director
Board Di rector
Board Director
Board Director
Board Director
Board Director
Board Director
Soard Director
Board Director
Board Director
Soard Director
Board Director
Soard Director
Soard Director
Soard Director
Board Director
Board Director
Board Director
Board Director
Soard Director
Soard Di rector
Board Director
Soard Director
Affiliation
Retired/Oil & Gas Industry
Chief Operating Officer, Nobel! Energy Solutions
Retired/Business Analyst
Owner, McDonalds Franchise, Riverside County
Partner, Gurallnck & Gilliland LLP
President, Wintec Energy
DGC Digestive Health
Retired, Steel Manufacturing
Retired, Medical Doctor
Retired, Educator, Palm Springs Unifieds School District Retired, Medical Doctor
Economic Development Director, Agua Caliente Band of Cahuilla Indians Retired Founder, Advance Machine
Retired Founder, Advance Machine
Retired Educator, Cal State San Bernardino
Owner, General Motors Dealership, Coachella Valley
Owner, Harlan Tug
Captain. USAF Ret.

Principal, Oliphant Enterprises
Engineer, Boeing Aircraft Corporation
Owner, Aero Trader
Retired Dentist
Principal, Buzz Box Inc.

Principal, Admiral Development
Principal, Rutherford Investments
Attorney, Best Best & Krieger

ATTACHMENT C
FIGURE 1 AND FIGURE 2
Item 1T - Page 13
Figure 1 – Proposed Air Museum Entry Expansion and Remodel

Item 1T - Page 14
Figure 2 – Proposed Interior Reconfiguration
Item 1T - Page 15
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CITY COUNCIL STAFF REPORT

DATE: JULY 25, 2024 CONSENT CALENDAR
SUBJECT: APPROVAL OF AMENDMENT NO. 2 TO CONTRACT SERVICES AGREEMENT NO. A9391 WITH MEAD & HUNT, INC. FOR

PROFESSIONAL CONSULTING SERVICES FOR THE PALM SPRINGS

INTERNATIONAL AIRPORT COMPREHENSIVE AIRPORT MASTER
PLAN
FROM: Scott C. Stiles, City Manager
BY: Department of Aviation
SUMMARY:

This action will approve Amendment No. 2 to Contract Services Agreement No. A9391 with Mead & Hunt, Inc. (Mead & Hunt) to extend the schedule for professional consulting services for the Palm Springs International Airport (Airport) Comprehensive Airport Master Plan to a completion date of July 30, 2026, for an additional amount of $376,340 and a total revised contract amount not to exceed $2,709,476.

RECOMMENDATION:

1. Approve Amendment No. 2 to Contract Services Agreement No. A9391 with Mead & Hunt, Inc. to extend the schedule for professional consulting services for the Palm Springs International Airport Comprehensive Airport Master Plan to a completion date of July 30, 2026, for an additional amount of $376,340 and not to exceed $2,709,476 (Attachment A).

2. Appropriate $376,340 from the Airport Capital Project Fund 416 to Airport Account 4167065-80000 in Fiscal Year 2024-25.

3. Authorize the City Manager or designee to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure form (Attachment B) submitted on October 23, 2023, Mead & Hunt Inc. is registered in the State of California.

Item 1U - Page 1
City Council Staff Report
July 25, 2024 -- Page 2
Amendment No. 2 to Contract Services Agreement No. A9391 with Mead & Hunt, Inc.

BACKGROUND:

Palm Springs International Airport (Airport) is a commercial service airport consisting of 930 acres serving approximately 3.2 million passengers in 2023. The Airport serves as the major commercial and general aviation air transportation center for Southern California’s Coachella Valley.

Two previous Airport Master Plans have been prepared for the Airport with the initial plan completed in 2003 and the most recent update completed in 2015. The Federal Aviation Administration (FAA) recommends that airports update Master Plans every five years to reflect changes in the operating environment at the Airport and within the industry as a whole.

The Coachella Valley region is showing indications of regional change, which have already had an impact on the Airport. Local resorts have observed increasing occupancy and have indicated considerable growth; the Airport has experienced a corresponding increase along the typical indicators which include annual enplanements, annual operations, employee and public parking and rental car transactions. These changing dynamics are resulting in challenges requiring a comprehensive approach to planning for future airside, terminal and landside development scenarios and operational changes.

On July 28, 2022, City Council approved the Airport Master Plan scope of work and authorized Staff to proceed with the issuance of a Request for Proposal.

On August 15, 2022, the City’s Procurement Department, working with the Airport and Information Technology staff, issued a Request for Proposals (RFP) and advertised the RFP in the Desert Sun. Four firms submitted proposals and the proposals were evaluated against the criteria listed in the RFP. The evaluation criteria included experience of the firm, experience of the staff and understanding of the scope of work. After review and analysis by the evaluation committee consisting of staff from the Airport, Engineering, and Community & Economic Development Departments, Mead & Hunt was deemed the highest ranked firm. As cost was not allowed to be evaluated in the initial stage as outlined by FAA regulations, staff negotiated cost with the highest ranked firm to establish a fair reasonable price for the project. The Airport also established a third-party independent cost estimate to aid in the negotiation process. The Airport executive staff along with Procurement staff negotiated a fair price for this professional service that was in alignment with the third-party independent cost estimate.

On January 18, 2023, the Airport Commission voted in favor to recommend to the City Council the approval of a professional service agreement for the Comprehensive Airport Master Plan to Mead & Hunt.

On January 26, 2023, the City Council approved Contract Services Agreement No. A9391 with Mead & Hunt for a Comprehensive Airport Master Plan to be completed in 30 months for a total amount not to exceed $2,275,816.

Item 1U - Page 2
City Council Staff Report
July 25, 2024 -- Page 3
Amendment No. 2 to Contract Services Agreement No. A9391 with Mead & Hunt, Inc.

In April 2023, an Airport Master Plan Working Group was created with the following working group members:

• Chairman Aftab Dada, Airport Commission
• Vice Chairman Kevin Corcoran, Airport Commission
• Commissioner Scott Miller, Airport Commission*
• Ken Hedrick, Former Airport Commissioner
• Harry Barrett, Jr., Airport Executive Director
• Jeremy Keating, Assistant Airport Director
• Daniel Meier, Deputy Director of Aviation, Marketing and Air Service • Victoria Carpenter, Airport Administration Manager
• Lindsey-Paige McCloy, Director of Sustainability
• Larry Klingaman, Director of IT
• Joel Montalvo, City Engineer
* Upon Airport Commissioner Scott Miller’s resignation, Airport Commissioner Kevin Wiseman filled the vacancy.

Mead & Hunt and the Airport Master Plan Working Group have held four meetings over the course of 12 months to review materials and discuss the Airport Master Plan recommendations and concepts.

On September 19, 2023, a public open house Airport Master Plan event was held at the Palm Springs Convention Center to present four terminal concept alternatives to the community and to gather the community’s feedback. Approximately 160 members of the community attended the open house event and the feedback received from the community did not indicate a strong preference for any one terminal concept alternative.

However, a significant number of public comments expressed appreciation for the alternatives preserving and maintaining the iconic Wexler terminal building.

On January 25, 2024, the City Council approved Airport Master Plan terminal concept 1A with the direction to staff to bring back an alternative site evaluation for the Consolidated Rental Car Facility (CONRAC), a description of the ground transportation and access to the airport terminal and facilities, and land acquisition recommendations to accommodate the Airport Master Plan facilities, if necessary.

On February 21, 2024, Amendment No. 1 to Contract Services Agreement No. A9391 was approved to revise the scope of services to encompass supplementary analyses and to increase the contract in the amount of $57,320, for a total amount not to exceed $2,333,136.

On March 20, 2024, the Airport Commission received a presentation from Mead & Hunt regarding the Airport Master Plan airside and landside conceptual development plan and voted unanimously (12-0) in favor to recommend to the City Council the approval of the Airport Master Plan airside and landside conceptual development plan.

Item 1U - Page 3
City Council Staff Report
July 25, 2024 -- Page 4
Amendment No. 2 to Contract Services Agreement No. A9391 with Mead & Hunt, Inc.

On April 17, 2024, the Airport Commission received a presentation from Mead & Hunt regarding the Airport Master Plan airside and landside conceptual development plan and voted unanimously (13-0) in favor to recommend to the City Council the approval of the onsite CONRAC located east of El Cielo Road and north of East Tahquitz Canyon Way (Site 1).

On April 18, 2024, the Airport staff presented the CONRAC alternatives to the current Airport car rental companies listed below, and the rental car companies were unanimously in favor of the onsite CONRAC located east of El Cielo Road and north of East Tahquitz Canyon Way (Site 1).

• Alamo Rent A Car and National Car Rental
• Avis Budget Car Rental
• Dollar Rent A Car and Thrifty Car Rental
• Enterprise Rent A Car
• Hertz Rental Car
On May 9, 2024, Airport Staff and Mead & Hunt presented the Airport Master Plan airside and landside conceptual development plan to the City Council, and the City Council directed staff to hold additional stakeholder meetings and community outreach meetings, to provide the following information at a future City Council meeting:
• Traffic and public parking impacts.
• Project manager and construction team plan.
• Government affairs plan.
• Public-Private Partnership funding for the CONRAC.
• Analysis of the details and impacts of the CONRAC.
• Analysis of an alternative CONRAC location for the proposed location at the south end of the Airport terminal area adjacent to Kirk Douglas Way. • Project schedule to detail how each phase of the project fits into the long-term timeline at a future City Council meeting.

On June 4, 2024, a public open house Airport Master Plan event was held at the Palm Springs Convention Center, to present the Airport Master Plan airside and landside conceptual development plan. Approximately 173 members of the community attended the open house, and the public was provided the opportunity to ask questions and to provide their comments in the open forum. While positive feedback and support was received from the community, many of the questions, concerns, and feedback that was received were in regard to sustainability, traffic, parking, public transportation, preserving the Wexler terminal building, the size of the CONRAC, the number of additional gates and flights, and noise.

On July 10, 2024, Mead & Hunt presented the scope of work the was being proposed for Amendment No. 2 to Contract Services Agreement No. A9391 with Mead & Hunt to the Item 1U - Page 4
City Council Staff Report
July 25, 2024 -- Page 5
Amendment No. 2 to Contract Services Agreement No. A9391 with Mead & Hunt, Inc.

Airport Commission, and the Airport Commission voted unanimously (16-0) in favor to recommend to the City Council the approval of Amendment No. 2 to Contract Services Agreement No. A9391 with Mead & Hunt.

STAFF ANALYSIS:

Per the City Council’s direction, Mead & Hunt, Inc. along with their subcontracted firms Aviatrix Communications, M. Arthur Gensler Jr. & Associates, and Daley Strategies (Mead & Hunt Team) have proposed the following project scope elements be implemented into the Airport Master Plan Project scope of work:

Develop And Analyze On-Site Consolidated Rental Car (CONRAC) Alternatives This element includes analysis of two additional CONRAC alternatives shown in orange in Figure 1 – CONRAC Site A – North, and Figure 2 – CONRAC Site B – South alternatives (Attachment C). CONRAC sizing will be based on the previously developed Master Plan program analysis. New analysis will include detailed two-dimensional drawings illustrating ingress/egress to each CONRAC. These drawings will also illustrate CONRAC shuttling operations and routes and potential public shuttling operations and routes. Analysis of the requirements to expand the Airport property boundary to meet public and rental car parking demand will also be conducted.

1. Development and Analysis of South CONRAC to match existing analysis of North CONRAC
The Mead & Hunt Team will evaluate the south location for the CONRAC facility to compare to the existing analysis conducted for the north CONRAC facility. The evaluation will include footprint requirements, height requirements, ingress and egress locations, routing of rental car shuttles/ vehicles and passenger flows from the terminal building to the CONRAC. The Mead & Hunt Team will develop graphical exhibits illustrating the CONRAC layout on each location and prepare a presentation and narrative summarizing the advantages and disadvantages of each location. The deliverables for this task include a summarization of key data and information on the south CONRAC matching work already completed for the north CONRAC.

2. 3D Renderings and Viewshed Renderings
The Mead & Hunt Team will prepare renderings of the south CONRAC, similar to the existing renderings of the north CONRAC.

Five views will be included:

1. Aerial view from the west

2. Aerial from east

3. Aerial from the south
Item 1U - Page 5
City Council Staff Report
July 25, 2024 -- Page 6
Amendment No. 2 to Contract Services Agreement No. A9391 with Mead & Hunt, Inc.

4. Eye level view from Kirk Douglas Way looking east

5. Eye level view from Kirk Douglas Way looking west
This task also includes preparation of two simulated fly-through style animation visualizations, one for the south CONRAC, and one for the north CONRAC. Both would show the relationship between the Airport and the CONRAC. Each animation would be no more than 30 seconds in length. As a same cost alternative, staff has the option to have the Mead & Hunt Team prepare four panoramic 360 views.

Traffic Analysis of CONRAC, Airport Traffic and Agency Coordination In this task, the Mead & Hunt Team will assess and analyze traffic associated with Figure 1 – CONRAC Site A – North, and Figure 2 – CONRAC Site B – South alternatives (Attachment C). The goal is a high-level understanding of the potential traffic impact with both alternatives including an assessment of intersections. Data will be collected for up to 10 intersections for the AM and PM peak period on a typical Friday. A traffic model of roadway segments and intersections will be created, and the limits of the model are anticipated to be El Cielo Drive from Aviation Drive to Ramon Road and Ramon Road from El Cielo Road to Gene Autry Trail.

Project level traffic data will be developed for the following:
• Adjust to seasonal summer peak.
• Identify overlapping of Airport and adjacent arterial AM and PM peak hour. • Future year traffic forecasts based on the design day flight schedule/show up profiles, mode of access and growth in regional background non-airport traffic.

The Mead & Hunt Team will conduct a traffic operations and capacity analysis of study intersections and roadway segments for AM and PM peak hours reporting level of service/delay for the following:
• Existing Conditions
• Future No Build
• Future Build (up to two concepts)
The Mead & Hunt Team will develop recommendations to refine airport landside concepts, including pedestrian flows, external ingress and egress of parking lots/garages/ground transportation center, traffic controls/signal operations, etc. in order to mitigate any identified traffic issues or concerns.

The Mead & Hunt Team will identify intermodal/regional transit enhancements, development of a concept illustration location, footprint size, access for a transit center on or off-airport. The task also includes facilitation of one meeting with regional stakeholders to discuss airport regional transit facility needs and potential airport connection recommendations. Stakeholders could include Riverside County, Sun Line Transit, Amtrak and/or local metropolitan planning organizations (MPOs).

Item 1U - Page 6
City Council Staff Report
July 25, 2024 -- Page 7
Amendment No. 2 to Contract Services Agreement No. A9391 with Mead & Hunt, Inc.

The Mead & Hunt Team will make efforts to identify any needed land acquisitions for future parking facilities (passenger or CONRAC or transit facility) and final parking facility location recommendations and size recommendations.

The Mead & Hunt Team, including partner firm Aviatrix Communications, understands that the City of Palm Springs is committed to engaging Palm Springs and Coachella Valley stakeholders in the planning process. The Mead & Hunt Team will coordinate with Airport staff to manage stakeholder and public outreach, identify media to share the Airport’s vision with stakeholders, provide assistance with the staffing of public meetings and producing exhibits, press releases, project microsite, and presentation materials. The following tasks will also include a customized, strategic approach to outreach and education including airport staff/consultant team meetings, two additional Airport Commission meetings and presentations, and one additional City Council meeting and presentation.

Additional Weekly Airport Staff Meetings, Legislative Relations and Communications Specific critical needs of this project will be identified for related consultant support, and the Mead & Hunt Team anticipates 12 additional weekly meetings with the Airport staff.

Additional legislative relations include:
• Development of a memo assessing the current state of the Airport’s external affairs and outlining an outreach strategy with key elected officials and staff at the local, state, and federal levels along with relevant government agencies related to master plan briefings.
• Track, research, and explore federal, state and county funding opportunities. • Begin to develop and implement a comprehensive legislative plan to support funding requests for the overall Airport Master Plan.

Additional communications include:
• Work collaboratively with Mead & Hunt Team on communications materials, press releases, position letters, presentations, and briefings prior to events in which Airport staff and City Councilmembers participate.
• Provide strategic counsel to Airport staff on media relations, community outreach, and engagement.
• Assist the Airport staff with developing and executing an impactful social media strategy.

Additional Stakeholder Meeting for Airport Tenants and Additional Community Relations Support
An additional stakeholder meeting will be conducted with the Airport tenants, and the Mead & Hunt Team will present the preliminary results of the analysis on CONRAC and Item 1U - Page 7
City Council Staff Report
July 25, 2024 -- Page 8
Amendment No. 2 to Contract Services Agreement No. A9391 with Mead & Hunt, Inc. traffic/visual impacts. Additional community relations and stakeholder outreach will be conducted, and the Mead & Hunt Team will also provide the following:
• Support the Airport staff on meetings and messaging to discuss the CONRAC analysis, traffic study and overall Airport Master Plan. • Develop a holistic stakeholder and community relations plan that includes Palm Springs stakeholders as well as communities in the Coachella Valley. • Organize and execute community events to engage stakeholders and raise awareness of the Airport’s ongoing initiatives and goals for the future.

Additional Public Open House Meetings
There are several public-engagement opportunities identified in the original Airport Master Plan schedule. These key milestones include project kickoff, terminal concepts review, airport master plan review, and draft final master plan report, as well as the public meetings required in the CEQA process. In addition to these meetings, Aviatrix Communications will support two meetings regarding the additional analysis included in this amendment scope, primarily related to the consolidated rental car center. One meeting will be held in-person, likely in a large, centralized location such as the Palm Springs Convention Center, and one meeting will be virtual, allowing the public to participate via Zoom. It is anticipated that these meetings will take place in October 2024.

For each meeting and/or event, the team will support Airport staff and City outreach staff by coordinating logistics; jointly developing informational materials, presentations, press releases and/or talking points; participating in prep sessions by phone or in-person, providing staffing as appropriate; and summarizing key stakeholder comments, questions, and concerns to help determine next steps.

Project Microsite
To ensure the public has access to accurate, up-to-date project information, the Mead & Hunt Team will develop and maintain the project microsite. This comprehensive website will include project timelines, frequently asked questions, draft chapters, event calendar, and information from public meetings. Aviatrix Communications will develop, host, and maintain the microsite, and specific content for the website will be developed by the Mead & Hunt Team and may include reports, tables, drawings, and other graphics as required.

The site will be ADA compliant, accessible on any device or browser, and will utilize Google Translate to make project information available in multiple languages. The public will not be required to register to view and/or download documents. The microsite will also provide an opportunity for the public to submit online comments for consideration by Airport staff and the Mead & Hunt Team. To account for an extended project schedule, Aviatrix Communications is prepared to host and maintain the project microsite for an additional 12 months.

Item 1U - Page 8
City Council Staff Report
July 25, 2024 -- Page 9
Amendment No. 2 to Contract Services Agreement No. A9391 with Mead & Hunt, Inc.

Project Materials
In addition to the digital documents available on the project microsite, the Mead & Hunt Team will develop printed material to hand out during public meetings, inform stakeholders, and to clarify information. Such materials may include but are not limited to presentation display boards, PowerPoint presentations, fact sheets, meeting advertisements, and social media posts.

Documentation
An effective Master Plan places emphasis on developing concise, effective study documentation. Several types of materials will be revised and expanded upon to document the additional planning process. This task includes additions necessary to the Terminal Alternatives, Master Plan Development Program and Financial Implementation chapters. The Mead & Hunt Team will develop graphics, typically in the form of PowerPoint presentations, to convey the project information as necessary for various meetings. It is anticipated that these PowerPoints can be utilized by Airport staff for additional community and stakeholder outreach, as required. The Mead & Hunt Team will also provide narrative additions to the Airport Master Plan chapters.

Airport staff is recommending the approval of Amendment No. 2 to Contract Services Agreement No. A9391 with Mead & Hunt, Inc. to extend the schedule for professional consulting services for the Palm Springs International Airport Comprehensive Airport Master Plan to a completion date of July 31, 2026, and for an additional amount of $376,340 for a total revised contract amount not to exceed $2,709,476 to ensure the completion of the Airport Master Plan in accordance with the City Council’s direction to the Airport staff and Mead & Hunt.

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. 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.

ALIGNMENT WITH STRATEGIC PLANNING:

Approval of this action supports City Council priority 2A, Improve City Facilities.

FISCAL IMPACT:

Approval of this action would require the appropriation of $376,340 from the Airport Item 1U - Page 9
City Council Staff Report
July 25, 2024 -- Page 10
Amendment No. 2 to Contract Services Agreement No. A9391 with Mead & Hunt, Inc.

Capital Project Fund 416 to the account 4167065-80000 in Fiscal Year 2024-25.

REVIEWED BY:

Department Director: Harry Barrett Jr.

Procurement and Contracting Director: Kim Baker
Finance Director: Kristopher Mooney
City Attorney: Geremy Holm
City Manager: Scott Stiles
ATTACHMENTS:

A. Amendment No. 2 to Agreement No. A9391
B. Public Integrity Business Disclosure
C. Figure 1 – CONRAC Site A – North and Figure 2 – CONRAC Site B – South Item 1U - Page 10

ATTACHMENT A
AMENDMENT NO. 2 TO AGREEMENT NO. A9391
WITH MEAD & HUNT, INC.

Item 1U - Page 11

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Revised: 10.31.23
AMENDMENT NO. 2 TO THE MEAD & HUNT, INC.

AGREEMENT NO. A9391
BETWEEN THE CITY PALM SPRINGS AND MEAD & HUNT, INC.

1. Parties and Date.

This Amendment No. 2 to the Mead & Hunt, Inc. Agreement is made and entered into as of July 26, 2024, by and between the City of Palm Springs (“City”) and Mead & Hunt, Inc., a Wisconsin Corporation with its principal place of business at 2440 Deming Way, Middleton, WI 53562 (Contractor). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Agreement. The City and Contractor have entered into an agreement entitled “Professional Consulting Services For Comprehensive Airport Master Plan” dated January 31, 2023 (“Agreement”) to provide professional consulting services for a comprehensive Airport Master Plan at the Palm Springs International Airport for an amount of $2,275,816 and a term of 30 months.

2.2 Amendment No. 1. On February 21, 2024, the Parties entered into Amendment No. 1 to the Agreement in order to revise the scope of services to encompass supplementary analyses and to increase compensation.

2.3 Amendment No. 2. The City and Contractor desire to amend the Agreement to extend the schedule for professional consulting services for the Palm Springs International Airport Comprehensive Airport Master Plan to a completion date of July 30, 2026 and to increase compensation.

2.4 Amendment Authority. This Amendment No. 2 is authorized pursuant to Section 3.3 of the Agreement.

3. Terms.

3.1 Section 1.1 Scope of Services of the Agreement is hereby amended to include services described in Exhibit “A2” attached hereto and incorporated herein by reference.

3.2 Section 3.1 Compensation of Contractor of the Agreement is hereby amended to increase the contract in the amount of $376,340 described in Exhibit “A2” attached hereto and incorporated herein by reference. The total amount of Compensation shall not exceed $2,709,476.

3.3 Section 4.4 Term. Section 4.4 of the Agreement is herby amended in its entirety to read as follows:
“Unless earlier terminated in accordance with Section 4.5 of the Agreement, this Agreement Item 1U - Page 12

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Revised: 10.31.23
shall continue in full force and effect for a period of three years and six months, commencing on January 31, 2023, and ending on July 30, 2026, unless extended by mutual written agreement of the Parties.”

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

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

3.6 Severability. If any portion of this Amendment No. 2 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.7 Counterparts. This Amendment No. 2 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
Item 1U - Page 13

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Revised: 10.31.23

SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND MEAD & HUNT, INC.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the dates stated below.

CONTRACTOR:

By: _____________________________________ By: _________________________________________ Signature Signature
(2nd signature required for Corporations)
Date: Date:

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _______ Item No. ________
APPROVED AS TO FORM: ATTEST:

By: _______________________________ By: _____________________________ City Attorney City Clerk
APPROVED:

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
Item 1U - Page 14

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Revised: 10.31.23
EXHIBIT “A2”
As much as possible, existing analysis and methodologies will be utilized and the elements/tasks in this amendment will be completed concurrently with other Master Plan implementation phase elements including the Airport Layout Plan and the development program. The financial implementation plan will be completed following a decision on CONRAC alternatives included in this amendment.

Project Scope Elements
This scope includes the following elements:

1. DEVELOP AND ANALYZE ON-SITE CONSOLIDATED RENTAL CAR (CONRAC) ALTERNATIVES.

2. TRAFFIC ANALYSIS OF CONRAC, AIRPORT TRAFFIC AND AGENCY COORDINATION.

3. ADDITIONAL MEETINGS, PRESENTATIONS AND DOCUMENTATION.

DEVELOP AND ANALYZE ON-SITE CONSOLIDATED RENTAL CAR (CONRAC) ALTERNATIVES.

This element includes analysis of two additional CONRAC Alternatives (shown in orange in Figures 1 and 2). CONRAC sizing will be based on the previously developed Master Plan program analysis.

New analysis will include detailed two-dimensional drawings illustrating ingress/egress to each CONRAC. These drawings will also illustrate CONRAC shuttling operations and routes and potential public shuttling operations and routes. Analysis of the requirements to expand the airport property boundary to meet public and rental car parking demand will also be conducted.

Figure 1 – CONRAC Site A – North
Item 1U - Page 15
80,000SF N/A
337,000 SF 1036
S6,000SF 172
181,000SF S56
123,000SF
34Z,0OOSF "'

MASTER PLAN

Page 5 of 11 ends

Revised: 10.31.23
Figure 2 – CONRAC Site B - South
Development and Analysis of South CONRAC to match existing analysis of North CONRAC Contractor will evaluate the south location for the CONRAC facility to compare to the existing analysis conducted for the north CONRAC facility. The evaluation will include footprint requirements, height requirements, ingress and egress locations, routing of rental car shuttles/ vehicles and passenger flows from the terminal building to the CONRAC. Contractor will develop graphical exhibits illustrating the CONRAC layout on each location and prepare a presentation and narrative summarizing the advantages and disadvantages of each location.

The deliverables for this task include a summarization of key data and information on the south CONRAC matching work already completed for the north CONRAC. 3D Renderings and Viewshed Renderings
The Contractor will prepare renderings of the south CONRAC, similar to the existing renderings of the north CONRAC. Five views are included:
a. Aerial view from the west
b. Aerial from east
c. Aerial from the south
d. Eye level view from Kirk Douglas Way looking east.
e. Eye level view from Kirk Douglas Way looking west.

This task also includes preparation of two simulated fly-through style animation visualizations, one for the south CONRAC, and one for the north CONRAC. Both would show the relationship between the Airport and the CONRAC. Each animation would be no more than 30 seconds in length.

Item 1U - Page 16
. ,~
MASTER PLAN ~ ~~!~,,~-~~!~§J,S . .=...

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Revised: 10.31.23
As a same cost alternative, we could prepare 4 panoramic 360 views. This type of visualization is a 360 view taken from one point, where you can virtually swivel around to see the context of the location.

The deliverables for this task include 3D renderings and viewshed renderings.

TRAFFIC ANALYSIS OF CONRAC, AIRPORT TRAFFIC and agency coordination In this task, the Contractor will assess and analyze traffic associated with the Site A – North and Site B- South alternatives. The goal is a high-level understanding of the potential traffic impact with both alternatives including an assessment of intersections.

Traffic Data Collection
Collect data for up to 10 intersections for AM and PM peak period on a typical Friday.

Develop Traffic Model
This task includes a traffic model of roadway segments and intersection. The limits of the model are anticipated to be El Cielo Drive from Aviation Drive to Ramon Road and Ramon Road from El Cielo Road to Gene Autry Trail.

Develop Project Level Traffic Data
Project level traffic data will be developed for the following:
a. Adjust to seasonal summer peak
b. Identify overlapping of airport and adjacent arterial AM and PM peak hour. c. Future year traffic forecasts based on the design day flight schedule/show up profiles, mode of access and growth in regional background non-airport traffic.

Conduct Traffic Operation and Capacity Analysis of Intersections and Roadway Segments This task includes the Contractor conducting traffic operations and capacity analysis of study intersections and roadway segments for AM and PM peak hours reporting level of service/delay. a. Existing Conditions
b. Future No Build
c. Future Build (up to two concepts)
Develop Recommendations
The Contractor will develop recommendations to refine airport landside concepts, including pedestrian flows, external ingress and egress of parking lots/garages/ground transportation center, traffic controls/signal operations, etc. in order to mitigate any identified traffic issues or concerns.

Refine Concepts and Develop 3D Renderings of Both Alternatives This task includes efforts to both refine concepts and develop 3D renderings of up to two alternatives.

Item 1U - Page 17

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Identify Intermodal/Regional Transit Enhancements
This task includes identifying intermodal/regional transit enhancements, development of a concept illustration location, footprint size, access for a transit center on or off-airport. The task also includes facilitation of one meeting with regional stakeholders to discuss airport regional transit facility needs and potential airport connection recommendations. Stakeholders could include Riverside County, Sun Line Transit, Amtrak and/or local metropolitan planning organizations (MPOs).

Identify Needed Land Acquisition for Future Parking
This task includes efforts to identify any needed land acquisitions for future parking facilities (passenger or CONRAC or transit facility) and final parking facility location recommendations and size recommendations.

ADDITIONAL MEETINGS, PRESENTATIONS AND DOCUMENTATION.

The Mead & Hunt Team, including partner firm Aviatrix Communications, understands that the City of Palm Springs is deeply committed to engaging Palm Springs and Coachella Valley stakeholders in the planning process. An inclusive outreach process, comprised of diverse voices and with an eye toward progress and innovation will deliver specific stakeholder input that will drive the project results. The Mead & Hunt project team will coordinate with Airport staff to manage stakeholder and public outreach, identify media to share the Airport’s vision with stakeholders, provide assistance with the staffing of public meetings and producing exhibits, press releases, project microsite, and presentation materials. The following tasks will also include a customized, strategic approach to outreach and education including airport staff/Contractor team meetings, one additional Airport Commission meeting and presentation (virtual) and one additional City Council meeting and presentation (in person).

Additional Weekly Airport Staff Meetings, Legislative Relations and Communications Specific critical needs of this project will be identified for related Contractor support. This scope of services anticipates 12 additional weekly meetings via Teams. One or more of these meetings may include virtual presentations by the Contractor.

Additional legislative relations include:
a. Development of a memo assessing the current state of PSP’s external affairs and outlining an outreach strategy with key elected officials and staff at the local, state, and federal levels along with relevant government agencies related to master plan briefings b. Track, research, and explore federal, state and county funding opportunities c. Goal is to begin to develop and implement a comprehensive legislative plan to support funding requests for the overall Master Plan
Additional Communications include:
a. Work collaboratively with the PSP Master Plan team on communications materials, press releases, position letters, presentations, and briefings prior to events in which PSP executives and City Council Members participate
Item 1U - Page 18

Page 8 of 11 ends

Revised: 10.31.23
b. Provide strategic counsel to airport executives on media relations, community outreach, and engagement
c. Assist PSP’s Marketing and Communications Specialist to develop and execute an impactful social media strategy
The deliverables for this task include: meeting preparatory materials and high-level meeting notes documenting any material discussion items or action items.

One Additional Stakeholder Meeting for Airport Tenants and Additional Community Relations Support
One additional airport stakeholder meeting in person at PSP will be conducted. All airport tenants, both terminal and airport tenants will be invited and two members of the Contractor team will attend and present the preliminary results of the analysis on CONRAC and traffic/visual impacts.

Additional community relations and stakeholder outreach will be conducted. The Contractor team will also:
a. Support the airport director and airport staff on meetings and messaging to discuss the CONRAC analysis, traffic study and overall master plan for PSP b. Develop a holistic stakeholder and community relations plan that includes Palm Springs stakeholders as well as communities in the Coachella Valley c. Organize and execute community events to engage stakeholders and raise awareness of the airport’s ongoing initiatives and goals for the future
The deliverables for this task include: meeting attendance and presentation, meeting preparatory materials and high-level meeting notes documenting any material discussion items or action items.

Additional Airport Commission Meetings and City Council Meeting Two additional Airport Commission meetings and presentations by Contractor Project Manager will be conducted. It is anticipated that the meetings will be attended virtually with a shared screen presentation and questions and answers. The purpose of the meeting is to share the results of the amendment analysis in previous elements with the Airport Commission.

An additional City Council meeting and presentation by Contractor Project Manager will be conducted. It is anticipated the meeting will be attended in person with a presentation and questions and answers. The purpose of the meeting is to share the results of the previous elements with the City Council and request approval of the CONRAC recommendation.

The deliverables for this task include: meeting preparatory materials and high-level meeting notes documenting any material discussion items or action items.

Additional Public Open House Meetings
There are several public-engagement opportunities identified in the original Master Plan schedule.

These key milestones include project kickoff, terminal concepts review, airport master plan review, and draft final master plan report, as well as the public meetings required in the CEQA process. In addition to these meetings, Aviatrix Communications will support two meetings regarding the Item 1U - Page 19

Page 9 of 11 ends

Revised: 10.31.23
additional analysis included in this amendment scope, primarily related to the consolidated rental car center.
 One meeting will be held in-person, likely in a large, centralized location such as the Palm Springs Convention Center.
 One meeting will be virtual, allowing the public to participate via Zoom or Microsoft Teams.

For each meeting and or event, the team will support Airport staff and City outreach staff by coordinating logistics; jointly developing informational materials, presentations, press releases and/or talking points; participating in prep sessions by phone or in-person, providing staffing as appropriate; and summarizing key stakeholder comments, questions, and concerns to help determine next steps. When possible, multiple meetings and briefings will be held on the same day or back-toback days to minimize travel time and expenses. It is anticipated that these meetings will take place in October 2024.

The deliverables for this task include: meeting preparatory materials and high-level meeting notes documenting any material discussion items or action items.

Project Microsite
To ensure the public has access to accurate, up-to-date project information, the Contractor team will develop and maintain the project microsite. This comprehensive website will include project timelines, frequently asked questions, draft chapters, event calendar, and information from public meetings. Aviatrix Communications will develop, host, and maintain the microsite; specific content for the website will be developed by Mead & Hunt and may include reports, tables, drawings, and other graphics as required. The site will be ADA compliant, accessible on any device or browser, and will utilize Google Translate to make project information available in multiple languages. The public will not be required to register to view and/or download documents. The microsite will also provide an opportunity for the public to submit online comments for consideration by Airport staff and the Contractor team. To account for an extended project schedule, Aviatrix Communications is prepared to host and maintain the project microsite for an additional 12 months.

Project Materials
In addition to the digital documents available on the project microsite, the Contractor team will develop printed material to hand out during public meetings, inform stakeholders, and to clarify information. Such materials may include but are not limited to presentation display boards, PowerPoint presentations, fact sheets, meeting advertisements, and social media posts.

Documentation
An effective master plan places emphasis on developing concise, effective study documentation.

Several types of materials will be revised and expanded upon to document the additional planning process. This task includes additions necessary to the terminal alternatives chapter, as well as the master plan development program and financial implementation chapters.

The Contractor will also develop graphics (typically in the form of PowerPoint presentations) to convey the project information as necessary for various meetings. It is anticipated that these PowerPoints can be utilized by airport staff for additional community and stakeholder outreach, as Item 1U - Page 20

Page 10 of 11 ends

Revised: 10.31.23
required. The Contractor will also provide narrative additions to Master Plan chapters.

The deliverables for this task include: chapter amendments/additions and PowerPoint presentations.

Total Cost: $376,340

Item 1U - Page 21

Page 1 of 11 ends

Revised: 10.31.23
Item 1U - Page 22
Palm Springs International Airpon
Comprehensive Aipon Ma.ster Plan - Amendment Two
Palm Springs, California
6/ 25/ 2024
Mead & Hunt Project Principal Project Manager 1 Project Manager 2 Terminal Plan/Arch/Eng Airport Pla.rwier Technician "''°' ,_, Labo, Labo< Labo< Labo,
ELEMENT DESCRlntON H ... s °"' tto,.,, cost Hours Cost Hours Cost Hours Cost Hours Cost S340 $276 S276 S2t7 $ 172 $ ITT
Element One/DEVELOP AND ANALVZE ON-SITE CONSOLIDATED RENTAL CAR (CONRAC) ALTERNATil'ES 2 S680 38 $10,488 38 $10,488 8 $1,736 8 $1,376 2A $4,248

1.1. Development and Analysis of South CON RAC to match existing c11alysis of Nonh CON RAC 2 SOSO .. $9,936 36 $9,936 8 $1,736 8 $1,3 76 24 $4,248

1.2. 3D Renderings and Viewstied Renderings 0 so $552 $ 552 0 so 0 so 0 so Element Two/TRAFFIC ANALYSIS Of CONRAC, AIRPORT TRAFFIC ANO AGENCY COORDINATION 0 so 6 $1,656 10 $2,760 56 $12,152 116 $19,952 168 $29,736

2.1. Traffic Data Collection 0 so 0 so 0 so $434 0 so 0 so

2.2. Develop Traffc Model 0 so 0 so 0 so 4 $86S 12 $2,064 0 so

2.3. Develop Project Level Traffic Data 0 so 0 so $ 552 2 $434 16 $2,752 40 S7,0SO

2.4. Conduct Traffic Operation and capacity Analysis of Intersections and Roadway Segments 0 so 0 so 0 so 8 $1,736 12 $2,064 16 $.2,832

2.5. Develop Recommendations 0 so $552 $ 552 12 S.2,604 16 $2,752 12 S.2.124

2.6. Refine Concepts and Develop 30 Renderings of Both Alternatives 0 so $552 $ 552 12 S.2,604 16 $2,752 60 S.10,620

2.7. Identify lntermodal/Regional Transit Enhancements 0 so 0 so $ 552 4 $86S 12 $2,064 24 $4,248

2.8. Identify Needed Land Acquisition for Future Parking 0 so $552 $ 552 12 S.2,604 32 $5,504 16 S.2,832 Element Foor/ ADDITIONAL MEETINGS, PRESENTATIONS AND DOCUMENTATION 2 S680 100 $27,600 100 $27,600 8 $1,736 32 $5,504 2A $4,248

4.1. Additional Weekly Airpon Staff Meetings 0 so 18 $4,96S 18 $4,96S 0 so 0 so 0 so

4.2. One Addit ional Stakeholder Meeting for Airpon Tenants 0 so 12 S.3,312 16 $4,416 0 so 0 so 0 so

4.3. Additional Airpon Commission Meetings and City Council Meeting 0 so .. S.9,936 32 $8,8-32 0 so 0 so 0 so

4.4. Additional Public Open House Meetings 0 so 18 $4,96S 18 $4,96S 0 so 0 so 0 so

4.5. Project Microsite 0 so 0 so 0 so 0 so 0 so 0 so

4.6. Proj ect M aterials 0 $0 0 $ 0 0 $0 0 $ 0 0 $0 0 $0

4.7. Documentation 2 SOSO 16 $4,416 16 $4,416 8 $1,736 32 $5,504 24 $4,248 TOTALS • $1,360 1.44 $ 39,744 148 $40,848 n $ 15,624 1S6 $26,&32 216 $38,232 AdminJClerical Total
Labo, Person
Hou.-s Cost Hou,s
S93
2 $185 120
2 $1$5 116
0 so 4
0 so 356
0 so 2
0 so 16
0 so 60
0 so 36
0 so 44
0 so 92
0 so 42
0 so 64
8 S7 4-l 274
0 so 36
0 so 28
0 so 6S
0 so 36
0 so 0
0 ,. 0
s S7<U 106
10 $930 750
MEAD & HUNT (Prime)
Tota.I Direct M&H TOTAL
Labor Cost Expense COST
$29,202
S.28,09S
S.1,104
$66,256
$434
$.2,932
S.10,8 18
$6,632
$8-,584
S.17,0SO
$7,732
S.12,044
$68,112
S.9,936
$7,728
S.18,76S
$9,936
$0
$ 0
$.21,744
$ 163,570
so
so
so
$6,720
$6,720
so
so
so
so
so
so
so
$10,800
so
$2,400
$6,000
$2,400
so
$0
so
$17,520
S29,202
S28,098
S.1, t OS
sn,976
S.7, 154
$.2,932
S10,8 18
$6,6 32
$8-,S84
S17,0SO
S.7, 732
S12,044
S7 8,912
S.9,936
S10,128
S24,76S
SU,336
$0
$0
Q.1,744
$181,090
Aviatrix (Public Outreach)
Tota.I Direct TOTAL
Labor Cost Expense COST
$0 so $0
$0 so $0
$0 so $0
$3 000 so $3 000
$0 so $0
$0 so $0
$0 so $0
$3,000 so $3,000
$0 so $0
$0 so $0
$0 so $0
$0 so $0
$40 100 so $40 100
$0 so $0
$0 so $0
$0 so $0
$13125 so $13125
$9600 so $9 600
$17, 3 7S so $17, 3 7S
$0 so $0
$43,100 so $43,100
Gensler (T ermina.l Planning)
Tota.I Direct TOTAL
Labor Cost Expense COST
so $0 so
so $0 so
so $0 so
so $0 so
so $0 so
so $0 so
so $0 so
so $0 so
so $0 so
so $0 so
so $0 so
so $0 so
$92150 $0 $92150
so $0 so
so $0 so
so $0 so
$92 150 $0 $92 150
so $0 so so $0 so
so $0 so
$92,150 $0 $92,150
Dale)' Strategies
Total Direct
Labor Cost Expense
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$60000 $0
$25 000 $0
$35 000 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$60,000 $0
crosscheck sub total
TOTAL
COST
sol
I
sol
sol
I
sol
I
sol
sol
sol
sol
sol
sol
sol
SOI
I
$600001
I s25 oool
$35 0001
sol
sol
sol
sol
sol
I
$60000
$195,250
$376,340
TOTAL
COST
$29,202
~ 098
2!,104
$75,976
£,154
$21932
S.10,8 18
~ 632
$8-,584
$17 os o
_E,732
_Jg,044
$271,162
~ 936
$45 128
$24 768
$11&611
~ 600
$17 3 7S
$21,744
$376,340
$376,340

ATTACHMENT B

PUBLIC INTEGRITY BUSINESS DISCLOSURE
Item 1U - Page 23

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principal Place of Business)

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

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

5. Type of Entity
 Corporation  Limited Liability Company  Partnership  Trust  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
________________________  Officer  Director  Member  Manager [name]  General Partner  Limited Partner
Other ___________________________
_______________________________  Officer  Director  Member  Manager [name]  General Partner  Limited Partner
 Other __________________________
________________________________  Officer  Director  Member  Manager [name]  General Partner  Limited Partner
 Other __________________________
Mead & Hunt, Inc.
2440 Deming Way, Middleton, WI 53562
3110 East Guasti Road, Suite 330, Ontario, CA 91761
Wisconsin
Please see attached
SECTION D . FORMS 78
Item 1U - Page 24
✓
✓

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

EXAMPLE

JANE DOE

[name of owner/investor]
50%, ABC COMPANY, Inc.

[percentage of beneficial interest in entity and
name of entity]
A.

[name of owner/investor]

[percentage of beneficial interest in entity and
name of entity]
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 entity]
E.

[name of owner/investor]

[percentage of beneficial interest in entity
and name of entity]

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

Signature of Disclosing Party, Printed Name, Title Date Anne M. Black, Business Operations Director October 23, 2023 Please See Attached
SECTION D . FORMS 79
Item 1U - Page 25
L______L___ ~~~ I ___J I
Mead and Hunt, Inc.

Corporate Officers and Directors
Andrew J. Platz, CEO/President/Director
J. Berry Still, Secretary/Director
Jeffrey M. Mason, Treasurer/Director
Laurie L. Whitney, Vice President/Director
John A. Rathke, Vice President/Director
Disclosure regarding ownership interest:

Mead and Hunt, Inc. is 100% owned by Mead & Hunt Companies, Inc.

Mead & Hunt Companies, Inc. Officers & Directors are:

Andrew Platz, Director/CEO/President
J. Berry Still, Director/Secretary
Amy Squitieri, Director/Treasurer
Ziad Sabra, Director/Vice President
Richard E. Plymale, Jr., Director/Vice President
Jeffrey Mason, Director/Vice President
Jon Faucher, Director/Vice President
Barbara Nick, External Independent Director
Gayle Roberts, External Independent Director
Pat Sheridan, External Independent Director
Andrew J. Platz is the only shareholder of Mead & Hunt Companies, Inc. above 5% at 6.30% ownership.

SECTION D . FORMS 80
Item 1U - Page 26 -

ATTACHMENT C
FIGURE 1 – CONRAC SITE A – NORTH AND
FIGURE 2 – CONRAC SITE B – SOUTH
Item 1U - Page 27

EL CIELO RD

KIRK DOUGLAS WAY

TAHQUITZ CANYON WAY

N CIVIC DR

BARISTO ROAD

E RAMON ROAD
0 200' 400' GRAPHIC SCALE IN FEET
Figure 1 - CONRAC SITE A - North
LEGEND:

EXISTING SIGNAL

PROPOSED SIGNAL

EXISTING BUILDING TO REMAIN

HEADHOUSE

PARKING

COURTYARD / GREENSPACE
CONRAC

FUTURE PROPERTY ACQUISITION

EXISTING AIRPORT PROPERTY

GROUND TRANSPORTATION CENTER

CONCOURSE
4-x

AIRCRAFT AT GATE

AIRCRAFT RON

AIRCRAFT MOVEMENT AREA
LOT G
LOT D
LOT B
LOT F
LOT A

AUTO PARKING
LOT AREA SPACES*
A 70,000 SF N/A
B 80,000 SF N/A
C 337,000 SF 1036
D 56,000 SF 172
E 181,000 SF 556
F 123,000 SF 378
G 342,000 SF 1052
* Based on assumption of 325 SF per parking area (includes circulation) LOT C
LOT E

CENTRAL UTILITY PLANT
Source: Gensler and Mead & Hunt, 2023
Item 1U - Page 28
<:::::_ - - - - ...----=---
:J C + !-----------~ --- ~ --
0 MASTER PLAN --

TAHQUITZ CANYON WAY

N CIVIC DR

EL CIELO RD

KIRK DOUGLAS WAY

BARISTO ROAD

E RAMON ROAD
0 200' 400' GRAPHIC SCALE IN FEET
Figure 2 - CONRAC SITE B - South
LEGEND:

EXISTING SIGNAL

PROPOSED SIGNAL

EXISTING BUILDING TO REMAIN

HEADHOUSE

PARKING

COURTYARD / GREENSPACE
CONRAC

FUTURE PROPERTY ACQUISITION

EXISTING AIRPORT PROPERTY

GROUND TRANSPORTATION CENTER

CONCOURSE
4-x

AIRCRAFT AT GATE

AIRCRAFT RON

AIRCRAFT MOVEMENT AREA
LOT E
LOT D
LOT B
TNC
LOT A

SHUTTLE

AUTO PARKING
LOT AREA SPACES*
A 70,000 SF N/A
B 80,000 SF N/A
C 337,000 SF 1036
D 56,000 SF 172
E 342,000 SF 1052
* Based on assumption of 325 SF per parking area (includes circulation) LOT C

CENTRAL UTILITY PLANT
Source: Gensler and Mead & Hunt, 2023

CONRAC SURFACE STORAGE
CONRAC 3 LEVEL GARAGE

QTA & MAINTENANCE
Item 1U - Page 29
!----------

MASTER PLAN
~
~ j palm springs

INTERNATIONAL AIRPORT --

CITY COUNCIL STAFF REPORT
DATE: JULY 25, 2024 CONSENT CALENDAR
SUBJECT: AUTHORIZE A TASK ORDER IN THE AMOUNT OF $120,000 WITH KIMLEY-HORN AND ASSOCIATES INC., PURSUANT TO ON-CALL
AGREEMENT A8342 FOR THE EVALUATION OF A TRAFFIC SIGNAL

INSTALLATION AT INDIAN CANYON AND VIA ESCUELA, CITY
PROJECT NO. 24-05
FROM: Scott C. Stiles, City Manager
BY: Engineering Services Department
SUMMARY:

This is a request of authorize a task order with Kimley-Horn and Associates, Inc., to evaluate the need for a traffic signal at the intersection of Indian Canyon Drive and Via Escuela. Based on the increase of accidents at that intersection, a traffic signal study is needed to evaluate traffic signal warrants and, if met, proceed with the design of a signalized intersection.

RECOMMENDATION:

1. Authorize a Task Order with Kimley-Horn and Associates, Inc., pursuant to On-Call Agreement No. A8342, in an amount not to exceed $120,000 for traffic engineering services for the evaluation of a Traffic Signal Installation at Indian Canyon and Via Escuela, City Project No. 24-05; and,

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

BUSINESS PRINCIPAL DISCLOSURE:

The Public Integrity Disclosure Form from Kimley-Horn and Associates, Inc., is included as Attachment A.

BACKGROUND:

On October 8, 2019, Caltrans announced a call for funding to assist local agencies in developing a local road safety plan specific to their city. If awarded, the selected agencies would be eligible to receive up to $72,000 of state funds. The Local Roads Safety Plan (LRSP) provides the framework for organizing stakeholders to identify, analyze, and Item 1V - Page 1
City Council Staff Report
July 25, 2024 -- Page 2
Approve Task Order for TSI at Indian Canyon and Via Escuela, City Project 24-05 prioritize roadway safety improvements on local roads. The process results in a prioritized list of issues, risks, actions, and improvements that can be used to reduce fatalities and serious injuries on their local road network.

On October 28, 2019, the City of Palm Springs submitted its application to Caltrans for the full $72,000, with a local contribution of $8,000, for an overall project cost of $80,000 to develop an LRSP. Subsequently, the City was selected as a receipt of state funds and a consultant was selected to produce the LRSP report.

On June 30, 2022, the final report was received and filed and, out of the many locations identified for further study and mitigation, Indian Canyon Drive and Via Escuela was identified as a hot spot with 21 recorded collisions between March 2016 and February 2021. The mitigation measure recommended by the LRSP report was to further evaluate traffic signal warrants for installation.

In September 2022, the City used the LRSP report to apply for Highway Safety Improvement Program (HSIP) Grant Cycle No.11 for use of federal funds at locations identified in the LRSP. Based on the HSIP Cycle No.11 rules, agencies were allowed to submit multiple applications, as long as they were lumped into similar mitigation categories. Out of the three (3) applications the City submitted, only one (1) application was selected for award, which did not include Indian Canyon at Via Escuela.

Another option to fund a traffic signal warrant analyses and design was to utilize funding from Senate Bill 1; however, at the time, the City had earmarked funding for installing traffic signals at the intersections of Indian Canyon at Rosa Parks Road and San Rafael Drive at Avenida Caballeros, both of which were completed in December 2023.

STAFF ANALYSIS:

On June 13, 2024, the City adopted Resolution No. 25216 to fund a selected project via Senate Bill 1 (SB 1) funding, also known as “The Road Repair and Accountability Act of 2017. The intersection of Indian Canyon and Via Escuela was identified for the use of these funds for the signal warrant analysis, design, and installation. Staff reached out to our on-call traffic engineering consultant, Kimley-Horn, to provide a proposal to conduct a traffic signal analysis and design.

Staff recommends that City Council approve a Task Order for traffic civil engineering services from Kimley-Horn, as outlined in their proposal dated July 10, 2024, in the amount of $120,000. Kimley-Horn’s proposal is included as Attachment B.

ENVIRONMENTAL ASSESSMENT:

In accordance with Section 15301 “Existing Facilities,” Class 1 projects consist of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing facilities of both investor and publicly owned utilities used to provide electric power, natural gas, sewerage, or other public utility services. Therefore, the installation Item 1V - Page 2
City Council Staff Report
July 25, 2024 -- Page 3
Approve Task Order for TSI at Indian Canyon and Via Escuela, City Project 24-05 of traffic calming equipment on existing City streets is considered categorically exempt from CEQA.

ALIGNMENT WITH STRATEGIC PLANNING:

This item aligns with City Council Priority “Community Infrastructure”, specifically 2B, identify high-priority facilities.

FISCAL IMPACT:

There is sufficient funding available for this task order through SB 1.

REVIEWED BY:

City Engineer Joel Montalvo
Deputy City Manager: Flinn Fagg
City Manager: Scott Stiles
ATTACHMENTS:

A. Public Integrity Disclosure Form
B. Kimley-Horn Proposal dated July 10, 2024
Item 1V - Page 3
Attachment A
Item 1V - Page 4

PUBLIC INTEGRITY DISCLOSURE FORM

PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principle Place of Business)

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

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

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

APPLICANT DISCLOSURE FORM

Page 1 of 2 ends

Kimley-Horn and Associates, Inc.
421 Fayetteville Street, Suite 600, Raleigh NC 27601
State of California
X
X
Steven E. Lefton X
X CEO, President
John C. Atz
X Chairman
Richard N. Cook
X Sr. Vice President
45-25 Manitou Drive, Suite 11, Indian Wells, CA 92210
Item 1V - Page 5
• •
• • • • •
• • • •
• •
•
• • • •
• •
•
• • • •
• •
•

PUBLIC INTEGRITY DISCLOSURE FORM

PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM

7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity A.
[name of owner/investor] [name of official with whom owner/investor has material financial relationship]
FOR RELATIONSHIP A, EXPLANATION OF THE RELATIONSHIP:

B.
[name of owner/investor] [name of official with whom owner/investor has material financial relationship]
FOR RELATIONSHIP B, EXPLANATION OF THE RELATIONSHIP:

C.
[name of owner/investor] [name of official with whom owner/investor has material financial relationship]
FOR RELATIONSHIP C, EXPLANATION OF THE RELATIONSHIP:

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

CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 2 of 2 ends

Signature of Disclosing Party, Printed Name, Title Date Associates Group Services, Inc. 100% Kimley-Horn and Associates, Inc.

APHC, Inc.
100% Associates Group Services, Inc.

APHC, Inc. Has no owners/investors with
5% beneficial interest.

Jean B. Fares, P.E., Sr. Vice President 9.24.2020
Parent Company of Kimley-Horn
Parent Company of Kimley-Horn's parent company and other affiliated companies Item 1V - Page 6
1- I
Kimley-Horn and Associates, Inc. Principal Officers and Directors PRINCIPAL OFFICERS:

Names/Titles
John C. Atz, Chairman
Steven E. Lefton, CEO, President
Richard N. Cook,
Senior Vice President, Secretary
Tammy L. Flanagan,
CFO, Senior Vice President
David L. McEntee, Vice President,
Treasurer, Assistant Secretary
DIRECTORS:

Names
John C. Atz
Chairman
Barry L. Barber
Executive Vice President
Stephen W. Blakley
Senior Vice President
Paul B. Danielson
Senior Vice President
William E. Dvorak, Jr.

Senior Vice President
James R. Hall
Senior Vice President
Steven E. Lefton
CEO, President
Emmeline F. Montanye
Senior Vice President
Brent H. Mutti
Senior Vice President
Brooks H. Peed
Chairman Emeritus
Michael G. Schiller
Executive Vice President
G. Bradbury Tribble
Senior Vice President
Ownership: Kimley-Horn and Associates, Inc. is wholly owned by Associates Group Services, Inc., which is wholly owned by APHC, Inc., which is owned by over 500 Kimley-Horn employees, none of which own 5% or more of the outstanding shares.

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Attachment B
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kimley-horn.com 73-700 Dinah Shore Dr Unit 101, Palm Desert, CA 92211 760-565-5103 July 10, 2024
Mr. Francisco J. Jaime, P.E.

Principal Civil Engineer
City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
RE: Proposal for Indian Canyon Drive & Via Escuela Traffic Signal Warrant Analysis & Design in the City of Palm Springs
Dear Mr. Jaime:

Kimley-Horn and Associates, Inc. (Kimley-Horn or “the Consultant”) is pleased to submit this letter proposal (the “Proposal”) to the City of Palm Springs (the “Client”) for a signal warrant analysis, design, and outreach services at the intersection of North Indian Canyon Drive and Via Escuela in the City of Palm Springs.

Project Understanding
The City of Palm Springs is seeking a qualified traffic engineering consultant to perform a traffic signal warrant analysis at N Indian Canyon Drive and Via Escuela. The results of the analysis will inform whether a traffic signal at N Indian Canyon Drive and Via is warranted to improve traffic operations. If a traffic control signal is warranted at the intersection, the consultant will provide design and community outreach services for a new traffic signal. This process will require coordination with Coachella Valley Association of Governments (CVAG) and their consultant to understand overlapping projects conditions at the intersection of North Indian Canyon Drive and Via Escuela.

Scope of Services
The following section is a description of the Scope of Services Kimley-Horn can provide for this project.

Scope of Services
Task 1 – Project Management

1.1: Project Kick-Off Meeting
Kimley-Horn will schedule a kick-off meeting with the City to discuss the project scope and schedule goals of the project, communication protocol, meeting frequency, progress reporting, scheduling, and key milestones. Kimley-Horn will prepare an agenda in advance of the kick-off meeting and following the meeting, will provide minutes, including action items and data requests.

1.2: Progress Meetings
Kimley-Horn will hold three (3) progress meetings to maintain regular communication on upcoming tasks. Kimley-Horn will provide an agenda in advance of each meeting and meeting minutes, including action items and data requests. Participation in the progress meetings is anticipated to include the City Engineering Project Manager, the Kimley-Horn team Project Manager, and Task Leads.

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kimley-horn.com 73-700 Dinah Shore Dr Unit 101, Palm Desert, CA 92211 760-565-5103 Deliverables
 Kick-off Meeting
 Up to three (3) Progress Meetings
 Agendas & meeting minutes
 Project Schedule
Task 2 – Traffic Signal Stop Warrant Analysis Technical Memorandum Task 2.1: Field Observations and Data Collection
Kimley-Horn will conduct a field visit to verify existing conditions at the Indian Canyon Drive and Via Escuela intersection. During the field visit, Kimley-Horn will observe the AM and PM peak hours at the Indian Canyon Drive and Via Escuela intersection. The field observation will help identify the following: roadway conditions, land uses, pedestrian activity, sight distance constraints, existing posted speed limits, geometry, and other roadside conditions not readily apparent to the driver.

Kimley-Horn will collect twelve (12) hour (assume 6AM-6PM or as directed by City) turning movement counts (TMCs) with vehicle classifications at North Indian Canyon Drive and Via Escuela. Turning movement counts will be inclusive of vehicles, pedestrians, bicycles, and golf carts. Traffic data will not be collected during a week that includes a holiday, or under unusual circumstances, such as road closure near the project area, inclement weather conditions, etc. Turning movement counts will be used to understand demand variability by time at study intersection and determine intersection peak hours.

Kimley-Horn will collect 24-hour average daily traffic (ADT) counts at all four approaches to the Indian Canyon Drive and Via Escuela intersection over 3-day period.

Using SWITRS, Kimley-Horn will review collision data for N Indian Canyon Drive and Via Escuela to identify opportunities to address safety issues through capacity improvements. The most recent five (5) year collision history will be reviewed to identify any patterns of collision types. The collisions will be analyzed for any trends that can be addressed through engineering design. Based on the California MUTCD requirements, if there are five or more collisions involving personal injury or property damage during a twelve (12) month period, a traffic control signal may be warranted. The results of this subtask will be input in Task 2.2.

Task 2.2: Traffic Control Signal Warrant Analysis
After collecting data, Kimley-Horn will prepare a technical memorandum to determine if the installation of a traffic control signal at North Indian Canyon Drive and Via Escuela is warranted.

Kimley-Horn will perform a traffic control signal warrant analysis for the intersection using the California Manual on Uniform Traffic Control Devices (CA MUCTD) guidelines. This task assumes one round of consolidated agency comments.

Deliverables
 Draft Traffic Signal Warrant Analysis Memorandum in PDF format  Final Traffic Signal Warrant Analysis Memorandum in PDF format Item 1V - Page 10
kimley-horn.com 73-700 Dinah Shore Dr Unit 101, Palm Desert, CA 92211 760-565-5103 Task 3 – Survey & Project Base Plan
Kimley-Horn will obtain a design level topographic survey and include in the project base map. The basis of survey is the North American Datum of 1983 (NAD 83) (Epoch 2010) and State Plane Coordinates (California Coordinate System 1983, Zone 5, US survey foot). Elevations will be GPS derived and per North American Vertical Datum of 1988 (NAVD 88). Collected data will be referenced to find centerline or property monuments in the vicinity of the survey. The survey limits will be from 50 feet of the before curb return and end of curb return. Survey will be from back of sidewalk to back of sidewalk from each side of the corridors and will show: flowlines, lip gutter, top of curb, back of sidewalk, grade breaks, all points of curb ramp, surface visible utilities, striping, and other features that extend 50 feet beyond the survey limits. The survey will be delivered in .pdf, .dwg, and .shp files.

Kimley-Horn will collect readily available as-builts and documentation from the City. This information, along with the survey file, will be used to develop the project base plan.

Task 4 – Utility Coordination
Kimley-Horn will notify utility owners provided by City staff within the limits of the Project. Kimley-Horn will request from the utility agencies existing and proposed underground and overhead utilities, including high-risk utilities. Kimley-Horn will coordinate with agencies to obtain available right-of-way information, existing underground, and overhead utility lines that might interfere with the proposed traffic signal poles and civil improvements. Utility information received from utility companies will be included on the project base plans. Kimley-Horn will compile the information in a matrix format to include dates of notification, person/utility notified, and responses received from each utility company.

Copies of this information will be updated upon completion of effort and provided to the City during progress meetings.

Deliverables
 Utility notification letters and coordination matrix
Task 5 – Plans Specifications, & Estimates (PS&E)
Based on the results from Task 2, Kimley-Horn will prepare traffic signal modification plans for the North Indian Canyon Drive and Via Escuela intersection. The traffic signal modifications plans will be prepared in accordance with current City of Palm Springs and Caltrans standards and will be prepared at 20-scale (1” = 20’) on up to one (1) traffic signal modifications sheets and one (1) detail sheet. The plan sheet may include pole schedule, conductor schedule, sign legend, construction notes, and signing and striping notes. There will be an 60%, 90%, and 100% submittal. As part of this task, Kimley-Horn will coordinate with the CVAG and their consultant to understand any impacts other projects might have at N Indian Canyon Drive and Via Escuela intersection.

Deliverables
 60% Submittal Traffic Signal Modification Plans
 90% Submittal Traffic Signal Modification Plans
 100% Submittal Traffic Signal Modification Plans
Kimley-Horn will prepare an itemized construction bid schedule and opinion of probable construction cost (OPCC). Estimates will be provided with each plan submittal. The unit costs will be based upon the most current cost information for recent similar projects in the area that are approved by the City.

Quantities will be developed from the plans and will help develop an engineer-estimated bid quantity.

Our OPCC will be delivered to the City at 60%, 90%, and 100% design in spreadsheet format. This task assumes one round of consolidate comments following the 60% and 90% submittals.

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kimley-horn.com 73-700 Dinah Shore Dr Unit 101, Palm Desert, CA 92211 760-565-5103 Kimley-Horn will prepare a construction specifications document consistent with City format.

Construction specifications will be written specific to the project. Submittal of specifications will be delivered to the City at 90% and 100%. This task assumes one round of consolidate comments following the 90% submittal. We will provide a digital file for the specification package in Microsoft Word format at the project completion.

Deliverables
 60% Submittal OPCC
 90% Submittal Technical Specifications and OPCC
 100% Submittal Technical Specifications and OPCC
Task 6 – Access Ramp Design
Kimley-Horn will determine based on the survey information and field review if the access ramps need to be upgraded to meet American Disabilities Act (ADA) standards. Kimley-Horn will provide up to two (2) access ramp designs and demolition calls out at 1”=10’ scale at the intersection of Indian Canyon Drive and Via Escuela. This task assumes that two of the four curb ramps are currently ADA compliant and the City will provide up to two rounds of consolidated comments on the access ramps.

Deliverables
 60% Submittal
 90% Submittal
 100% Submittal
Task 7 – SCE Coordination
Kimley-Horn will coordinate with SCE to generate a service feedpoint for a new electric service pedestal. Kimley-Horn will provide the following for SCE to generate the service feedpoint design:

1. Customer Project Information Sheet (CPIS)

2. Call in service request number

3. Load schedule
This task assumes that the City of Palm Springs will provide Kimley-Horn with a project address for the service pedestal upgrade. City Inspection, Application for Service, Permit, PCI Release, and Picture of Panel shall be provided by others.

Task 8 – Community Outreach
Task 8.1: Community Tools and Materials Database
Kimley-Horn will draft and design informational materials and help with the following resources:
 Overview Fact Sheet – A project information sheet (a “one-pager”) will be developed to offer project background details, map, illustrations, schedule, and contact information. This task assumes that up to two (2) rounds of consolidated comments will be provided on the fact sheet.
 Electronic notification – An Eblast and sign-in sheet, agenda, and presentation material will be prepared. We assume one (1) e-blast, sign-in sheet, agenda, and presentation will be provided. The electronic notification will be used to inform the public of the project.

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kimley-horn.com 73-700 Dinah Shore Dr Unit 101, Palm Desert, CA 92211 760-565-5103 Deliverables
 Develop overview fact sheet, and electronic notification Task 8.2: Community Meeting
Kimley-Hom will work with City staff to host up to one (1) public meeting in the City of Palm Springs, with an online option, to introduce the project and collect feedback from the public. The team will prepare a presentation outlining the project goals and existing conditions findings.

Deliverables
 Up to one (1) community meetings with an online option, including o Support staff, agendas, presentations, participant lists, and event photos  Up to one (1) meeting summaries to be shared after the community meeting with project team
Task 9– Bid & Construction Support
The City’s construction management staff will have the primary responsibility for construction management and inspection. Kimley-Horn will provide the following services during construction:
 Attend one (1) pre-bid meeting
 Respond to (2) two construction request for clarification during bid process  Attend up to two (2) construction program meetings including kick-off meeting with Contractor and City
 Review bid submittals and provide recommendations
 Response to three (3) requestion for information (RFI) during construction and provide clarification on the plans
 Review and respond to up to (10) ten submittals
This task assumes up to 40 hours for construction support.

Task 10 - Utility Locating & Potholing
C-Below or a qualified firm, as a sub-consultant to Kimley-Horn, will use ground-penetrating radar to scan the intersection for potential utility conflicts. The limits of the utility locating will be 25 feet from curb return on all four corners of the intersection and the center of the intersection where potential conduit crossings may be proposed. C-Below will pothole at up to four (4) locations for the project and will document underground utilities at potential conflict locations to determine their horizontal and vertical location for clearance for the proposed traffic signal poles. C-Below will pull a no-fee encroachment permit from the City, notify underground service alert, and provide standard traffic control during potholing operation. The sub-consultant will provide a pothole report documenting all findings for Kimley-Horn and the City of Palm Spring’s records. This task assumes that the City will provide C-Below with a no-fee permit.

Deliverables
 Pothole Report
Task 11 - Environmental
Kimley-Horn anticipates that the project would seek California Environmental Quality Act (CEQA) clearance under a Class 1 Categorical Exemption, assuming that there would be no increases in capacity. Kimley-Horn will prepare a memorandum to support the Project’s CEQA clearance using the Item 1V - Page 13
kimley-horn.com 73-700 Dinah Shore Dr Unit 101, Palm Desert, CA 92211 760-565-5103 Class 1 Categorical Exemption. The memorandum will provide a brief project description, summary of the findings, and citations to the CEQA Guidelines.

Kimley-Horn will respond to one set of consolidated comments from the City on the Categorical Exemption. After the City has approved the Categorical Exemption, Kimley-Horn will prepare and provide the final Categorical Exemption.

Kimley-Horn will assist the City with preparing the Notice of Exemption (NOE) for the Project. KimleyHorn will post the NOE with the Riverside County Clerk and the State Clearinghouse through CEQANet.

This task assumes up to two (2) rounds of submittals at Draft and Final. This task assumes up to one (1) round of consolidated comments following the First and Second Submittal.

Deliverables
 Draft Submittal – One (1) Draft NOE to the City in Word and PDF Format  Final Submittal – One (1) Final NOE to the City, State Clearinghouse, and Riverside County Clerk’s Office in PDF format.

Task 11 - Additional Services
If requested, Kimley-Horn will provide additional services under this Project. The following are the additional services included as part of this task.
 Provide one additional design submittal based on an additional set of consolidated comments  Provide one additional pothole location
 Provide two additional progress meetings
 Provide up to (10) ten hours of additional bid and construction support Item 1V - Page 14
kimley-horn.com 73-700 Dinah Shore Dr Unit 101, Palm Desert, CA 92211 760-565-5103 Schedule
We are prepared to proceed and will endeavor to meet your scheduling needs. Kimley-Horn and the City of Palm Springs will identify a project schedule with milestones during the project kick-off meeting. Below is a proposed schedule based relative to when the City provides Notice to Proceed (NTP).

Weeks from NTP
Task Name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18
Project
Management
Traffic Signal
Stop Warrant
Analysis

Survey & Project
Base Plan

Utility
Coordination

PS&E
Access Ramp
Design

SCE
Coordination

Community
Outreach

Bid &
Construction
Support

Utility Locating &
Potholing

Environmental
Table Legend
Production Time
City Review
Outreach Event
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kimley-horn.com 73-700 Dinah Shore Dr Unit 101, Palm Desert, CA 92211 760-565-5103 Fee and Billing
Kimley-Horn will perform the services described in the Scope of Services on a lump sum basis as shown in the table below:

Task Fee
Project Management $2,000
Traffic Signal Stop Warrant Analysis $8,500
Survey & Project Base Plan $8,000
Utility Coordination $4,000
PS&E $20,000
Access Ramp Design $8,000
SCE Coordination $5,000
Community Outreach $12,000
Bid & Construction Support $10,500
Utility Locating & Potholing $22,000
Environmental $5,000
Additional Services $15,000
Total $120,000
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kimley-horn.com 73-700 Dinah Shore Dr Unit 101, Palm Desert, CA 92211 760-565-5103 Closure
In addition to matters set forth herein, our Agreement shall include and be subjected to, and only to, our signed, executed contracted dated July 1, 2019.

If you concur in all the foregoing and wish to direct us to proceed with the services, please have authorized persons execute this Agreement in the spaces provided below, and return a copy to us via email or mail. We will commence services once we are in receipt of the executed Agreement.

We appreciate the opportunity to provide these services to you. Please feel free to contact me at (818) 970-2048 or [email protected] if you have any questions or if you need additional information.

Sincerely,
Kimley-Horn and Associates, Inc.

Jean Fares, P.E. (#TR 2097)
Project Manager

Agreed to this ________________ day of ___________________________, 2024 City of Palm Springs

Title:
______________________________________
(Print or Type Name)
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CITY COUNCIL STAFF REPORT
DATE: JULY 25, 2024 CONSENT CALENDAR
SUBJECT: ACCEPTANCE OF PUBLIC IMPROVEMENTS AND AUTHORIZATION TO

RELEASE SUBDIVISION IMPROVEMENT SECURITIES FOR THE
“CODY PLACE” TRACT, TRACT MAP 33575
FROM: Scott C. Stiles, City Manager
BY: Engineering Services Department
SUMMARY:

On July 15, 2015, the City Council approved Tract Map 33575 and subdivision improvement agreement No. A6730 with RREF II-DC Cameron, LLC, a California Limited Liability Company, (Former Developer). On June 19, 2019, the City Council approved a third amendment to the subdivision improvement agreement (SIA), to allow for the assignment and assumption of the SIA by Toll West Inc., a Delaware Corporation, (Developer), securing the Developer’s completion of certain required public and private improvements associated with Tract Map 33575. The Developer has completed the required public improvements, and the City Council may accept these improvements as completed and in compliance with the City’s approved plans, authorizing the release of subdivision improvement securities.

RECOMMENDATION:

Adopt Resolution No. _____, “A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF PALM SPRINGS, CALIFORNIA, AUTHORIZING ACCEPTANCE OF THE SUBDIVISION IMPROVEMENTS ASSOCIATED WITH TRACT MAP 33575 AND

AUTHORIZING RELEASE OF SECURITIES REQUIRED BY THE SUBDIVISION IMPROVEMENT AGREEMENT WITH TOLL WEST INC., A DELAWARE
CORPORATION, (A6730), FOR PROPERTY LOCATED AT THE NORTHEAST

CORNER OF SOUTH PALM CANYON DRIVE AND MESQUITE AVENUE, IN SECTION 23, TOWNSHIP 4 SOUTH, RANGE 4 EAST.”
BUSINESS PRINCIPAL DISCLOSURE:

A copy of the Public Integrity Disclosure Form for the Developer is included as Attachment A.

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City Council Staff Report
July 25, 2024 -- Page 2
Acceptance of Tract Map 33575 SIA Bond Releases
BACKGROUND:

The proposed project associated with Tract Map No. 33575 is a mixed residentialcommercial development of 80 two-story attached townhomes, 22 live-work units, and 15,000 square feet of retail use located at the northeast corner of South Palm Canyon Drive and Mesquite Avenue, in Section 23, Township 4 South, Range 4 East. A site map is provided below, and a vicinity map is included as Attachment B.

TM 33575 Site Map
On July 1, 2015, the City Council approved a final map for Tentative Tract Map 33575, for the project. A copy of the final recorded map is included as Attachment C.

Associated with Tract Map 33575 was a requirement to construct certain public and private improvements, including:
• On-site private street, private sewer, private storm drainage, and domestic water system improvements
• Off-site public street, sewer, signal, landscaping, and storm drain improvements Item 1W - Page 2
City Council Staff Report
July 25, 2024 -- Page 3
Acceptance of Tract Map 33575 SIA Bond Releases
At that time, construction of required on-site and off-site public improvements associated with Tract Map 33575 (the “Works of Improvement”) were not yet completed. In accordance with Section 66462 of the California Government Code, the Former Developer requested that the City enter into the SIA securing the cost of the Works of Improvement not yet completed to the City’s satisfaction. Accordingly, pursuant to the terms of the SIA, the Former Developer filed a $6,000,000 Security Instrument with the City Clerk to guarantee construction of the Works of Improvement. A copy of this original SIA is included as Attachment D.

On April 4, 2018, the City Council approved the first amendment to the SIA for Tract Map 33575 (A6730). The first amendment extended the term for a period of one year to April 19, 2019, with completion of the majority of the off-site improvements by September 1, 2018.

On March 20, 2019, the City Council approved the second amendment to the SIA for Tract Map 33575 (A6730). The second amendment extended the term for a period of one year to April 19, 2020, with the condition that the Former Developer closed escrow and convey Tract Map 33575 to the Developer, on or before April 5, 2019. The second amendment also authorized the City Manager to approve an agreement replacing subdivision securities filed by the Former Developer with replacement securities by the Developer. Escrow closed and the Developer had then assumed all development responsibilities.

On June 19, 2019, the City Council approved a third amendment to the SIA to allow for the assignment and assumption of the SIA by the Developer, securing the Developer’s completion of certain required public and private improvements associated with Tract Map 33575. A copy of the third amendment to the SIA is included as Attachment E. With the majority of off-site improvements already constructed by such time, the third amendment to the SIA also authorized the reduction in the amounts due for the Security Instruments from the Developer to the following:
• Faithful Performance Bond; from $6,000,000 to $3,500,000. • Labor and Materials Bond; from $3,000,000 to $1,750,000. • Monumentation Bond; from $9,500.00 increased to $15,000.00 (the then-current cost to the Developer).

The following Security Instruments by the Developer are presently filed with the City Clerk to guarantee construction of the Works of Improvement:
• Faithful Performance Bond No. 30077098; $3,500,000.
• Labor and Materials Bond No. 30077098; $3,500,000 (Same bond number and amount as the Faithful Performance bond, but separate bond paperwork for Labor and Materials in particular).
• Monumentation Bond No. 3007799; $15,000.

Item 1W - Page 3
City Council Staff Report
July 25, 2024 -- Page 4
Acceptance of Tract Map 33575 SIA Bond Releases
In accordance with the SIA, a Maintenance and Warranty Bond, Bond No. 30210290, for $800,000 has been received by the Engineering Services Department for filing with the City Clerk.

STAFF ANALYSIS:

The Developer has completed construction of the Works of Improvement and has requested that the City Council accept the improvements and release the Security Instruments in accordance with the terms of the SIA. On behalf of the City Engineer, the City’s Public Works Inspectors have inspected the Works of Improvement and found them to be in accordance with the City’s approved plans & specifications and recommends the City Council accept the improvements and release the Security Instruments in accordance with the SIA.

ENVIRONMENTAL ASSESSMENT:

Tentative Tract Map 33575 was considered a “Project” pursuant to the California Environmental Quality Act (“CEQA”) Guidelines. The City, acting as Lead Agency pursuant to CEQA, prepared an Initial Study and Mitigated Negative Declaration for Tentative Tract Map 33575. On July 12, 2006, the City Council adopted Resolution No. 21634 adopting the Mitigated Negative Declaration (“MND”). No further action with regard to CEQA is required.

ALIGNMENT WITH STRATEGIC PLANNING:

This item aligns with City Council Priority 1D regarding Economic Development.

FISCAL IMPACT:

The Works of Improvement include both publicly maintained and privately maintained improvements. The public improvements to be accepted and subsequently maintained by the City include certain sewer and storm drain improvements. Sufficient funds are budgeted as part of the City’s annual fiscal year budget in the Gas Tax, Measure A, and Wastewater Enterprise Funds to accommodate maintenance of sewer improvements.

Private improvements will be maintained by the Homeowners Association pursuant to the Covenants, Conditions and Restrictions (CC&Rs) recorded against the properties within Tract Map 33575.

REVIEWED BY:

City Engineer Joel Montalvo
Deputy City Manager: Flinn Fagg
City Manager: Scott Stiles
Item 1W - Page 4
City Council Staff Report
July 25, 2024 -- Page 5
Acceptance of Tract Map 33575 SIA Bond Releases
ATTACHMENTS:

A. Public Integrity Disclosure Form
B. Vicinity Map
C. Recorded Final Tract Map
D. Subdivision Improvement Agreement
E. Third Amendment to the Subdivision Improvement Agreement F. Resolution
Item 1W - Page 5
Attachment A
Item 1W - Page 6
Item 1W - Page 7

1. Name of Entity

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
Toll West Inc. which will do business in California as Toll Brothers West Inc.

2. Address of Entity (Principle Place of Business)
1140 Virginia Drive, Fort Washington, PA 19034

3. Local or California Address (if different than #2)
350 Commerce, Suite 200, Irvine, CA 92602

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

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

CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

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Palm Springs City CouncilJuly 25, 2024

Palm Springs City Council
July 25, 2024