Palm Springs City Council
October 10, 2024

(Revised 09 13 18)
Item 1N - Page 9

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

EXAMPLE
JANE DOE 50'6, ABC COMPANY, Inc.
[name of owner/investor) (percentage of beneficial Interest In entity and name of entity)
A.

Anschutz Entertainment Group, Inc. 51%
[name of owner/Investor] [percentage of beneficial Interest In entity and name of entity]

8. Facilities Holdings, LLC 49%
[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)

0. {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.
(Revised 0913.18)
Date
4/16/19

CITY OF PALM SPRINGS- PUBLIC INTEGRITY DISCLOSURE FORM

APPLICANT DISCLOSURE FORM

Item 1N - Page 10
City of Palm Springs PubUc Integrity Disclosure Form
#6. Officers. pjrectors. Members. Managers. Trustees. Other Fiduciaries (continued).

Rob Reed Chief Financial Officer
Theodore Fikre Vice President & Secretary
John Keenan Vice President & Ass\stant Secretary
Dan Beckerman
Steven A. Cohen
Theodore Flkre
Jay Marciano
Director
Director
Director
Director
Item 1N - Page 11

AGREEMENT FOR TOURISM AND MANAGEMENT SERVICES

BY AND BETWEEN
THE CITY OF PALM SPRINGS, a California Charter City
55575.38190\32220183.1
AND

AEG MANAGEMENT PALM SPRINGS, LLC,
a Delaware Limited Liability Company
DATE 7 dz, , 2019

Item 1N - Page 12
THIS AGREEMENT FOR TOURISM AND MANAGEMENT SERVICES, (the "Agreement"), dated July_gz', 2019, by and between AEG Management Palm Springs, LLC, a Delaware limited liability company, ("AEG"), and the CITY OF PALM SPRINGS, a municipal corporation and Charter City of the state of California ("City").

RECITALS
A. The City is the owner of the Palm Springs Convention Center located at 277 N. Avenida Caballeros, the Jackie Lee Houston Plaza located at the southwest corner of Amado Road and Calle Alvarado, and the East Lot (also known as the 10 acre parcel located at the southeast comer of Avenida Caballeros and Amado Road) (the "Facilities"), and AEG is an organization with substantial experience and expertise in the management, operation, and marketing of public assembly facilities such as the Facilities (collectively referred to as "Management Services").

8. The Palm Springs Bureau of Tourism, and the Palm Springs Visitors Center currently located at 2901 N. Palm Canyon Dr, Palm Springs, CA 92262 ("BoT") is a City entity to be managed on behalf of the City by AEG.

C. The City is the owner of the Welwood Murray Memorial Library, located at 100 S. Palm Canyon Dr., Palm Springs, CA 92262 ("WMML"), and operates as a digital library and as an extension of the Palm Springs Visitors Center, and is to be managed on behalf of the City by AEG.

D. The City evaluated all of the proposals submitted in response to the REQUEST FOR PROPOSALS (RFP) 10-18 FOR CONTRACT

MANAGEMENT SERVICES OF THE PALM SPRINGS CONVENTION
CENTER AND BUREAU OF TOURISM and determined AEG as the most qualified firm to provide the Management Services to the City.

E. City and AEG now desire to enter into a Management Agreement, whereby the City will engage AEG, and AEG accepts such engagement to manage the BoT, manage the WMML, and provide Management Services of the Facilities on such terms and conditions as set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual benefits which will result to the Parties in carrying out the terms of this Agreement, it is mutually agreed as follows:

AGREEMENT

1. Definitions. In addition to the terms which are defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section:
"Agreement" shall mean this Agreement for Tourism and Management Services.

55575.38190\32220183.1
Item 1N - Page 13
"Business Day" shall mean a day in the week in which the City's City Hall is open to the public for governmental purposes.
"Capital Expenditures" shall mean all expenditures for building additions, alterations or improvements, and for purchases of additional or replacement furniture, machinery or equipment, the depreciable life of which, according to accepted accounting principles, is in excess of one (1) year and expenditures for repairs (normal wear and tear excepted) or replacements which extend the useful life of the assets being repaired or replaced for a period In excess of one (1) year with a minimum purchase price of $25,000.00.
"Capital Improvements" shall mean all improvements paid for by Capital Expenditures.
"City" shall mean the City of Palm Springs.
"City Council" means the City Council of the Clty.
"City Manager" means the City Manager of the City or the City Manager's designee or designees.
"Consumer Price Index" means the Consumer Price Index for All Urban Consumers (CPI-U): Riverside-San Bernardino-Ontario as published by the United States Department of Labor on its website at https://www.bls.gov. The Base Fee and Targeted Gross Revenues hereunder shall be reviewed and adjusted on an annual basis on each anniversary of the Effective Date to reflect any increases in the Consumer Price Index. The Base Fee and Targeted Gross Revenues will be multiplied by the percent increase in the Consumer Price Index during each twelve (12) month Contract Year; provided, however, the Consumer Price Index shall be limited to the lesser of (i) the Consumer Price Index, and (ii) two and one tenth percent (2.1 %) per Contract Year. In no event shall the annual increase exceed two and one tenth percent (2.1%) per Contract Year. If publication of the Consumer Price Index ceases, the parties will mutually agree upon the use of an appropriate substitute index published by the United States Department of Labor or any successor agency. "Convention Center" shall mean the Palm Springs Convention Center located at 277 North Avenida Caballeros, Palm Springs, CA 92262.
"Customer Satisfaction Benchmark" means, with respect to a Fiscal Year, the benchmark score for the Customer Satisfaction Surveys established by City and AEG for the Facility in such Fiscal Year and set forth in the Annual Plan for that Fiscal Year. "Customer Satisfaction Survey" means the customer satisfaction surveys to be agreed to by City and AEG for each Fiscal Year and set forth in the Annual Plan for that Fiscal Year.

55575.3B190\32220183.1
Item 1N - Page 14
"Effective Date" means sixty (60} days after the City executes the Agreement, the date on which AEG shall officially assume responsibility for all Management Services of the Facilities, the Bol, and the WMML, from the City's current operator, SMG. "Expenses" shall mean and indude all expenditures or obligations of whatever kind or nature incurred (directly or indirectly) or accrued by AEG in any specified period during the Term of this Agreement, within (or reasonably believed by AEG to be within} the scope of AEG's authority or responsibility under this Agreement and the Budget as approved and reviewed by the City under Section 15 of this Agreement, including salaries, wages, applicable taxes, benefits, costs and expenses of personnel working at the Facilities or Visitor Center or otherwise related to the Facilities or Visitor Center; contract labor; maintenance and repairs (whether ordinary or extraordinary, and whether foreseen or unforeseen}; utilities; telephone; telescreen and/or marquee operations; telecommunications and broadcast facilities; dues, memberships and subscriptions; security; audit and accounting fees; legal fees except those fees provided for in Section 23(1}; fees payable to concessionaires or other subcontractors; refuse removal; cleaning; sales and other applicable taxes; building supplies and materials; ticket comn,jssions; premiums for insurance; data processing; advertising; marketing and market research; pest control; office supplies; employment fees; freight and delivery; lease of equipment; Master Card, VISA and other credit card fees and charges and telecheck fees and expenses; travel (economy class), lodging and related out-ofpocket expenses of officers, directors and corporate personnel of AEG properly allocable to the performance of AEG's obligations under this Agreement not to exceed $25,000 each Fiscal Year without City Managers prior written consent; ticket/box office expenses; charges for fidelity bonds; and the fixed Base Fee payable to AEG pursuant to Section 17 of this Agreement; and all other costs and expenses incurred in accordance with the terms of this Agreement by or for the account of City reasonably related to AEG's performance of this Agreement. Expenses shall not indude costs of salaries and benefits of employees of AEG, unless such costs are included in the Approved Budget, and any expenses relating to AEG personnel based in its Los Angeles headquarters or any regional field locations.
a. Meal and lodging expenses should be reasonable. Expenses for food and lodging must be based upon actual, reasonable expenses incurred. Original cash register or credit card receipts for all meals and lodging expenses greater than $50 must be maintained and listed in the reports to City as provided in sections 11 and 12 herein. Charges for meals or services on hotel bills should be entered separately from the room charge.
b. AEG and its employees may rent automobiles when other transportation is not available, or when such use is considered the most reasonable and economical mode of travel under the circumstances. Any long-term car lease (one week or more) by AEG or its employees shall not be considered an Operating Expense of AEG. Whenever possible, AEG should use rental companies which provide the lowest rates. ln order to minimize costs, travelers should choose economy-class cars whenever possible.

5515715.38190\32220183.1
Item 1N - Page 15
c. In no event shall the total annual expenditures exceed the total expenditures provided and allowed under the approved Budget except as provided for herein, with City Manager written approval.
"Facilitiesn shall mean any and all portions or parts of the Palm Springs Convention Center located at 277 N. Avenida Caballeros, the Jackie Lee Houston Plaza located at the southwest corner of Amado Road and Calle Alvarado, and the East Lot (also known as the 10 acre parcel located at the southeast comer of Avenida Caballeros and Amado Road), Visitors Center, WMML, all furniture, fixtures and equipment, all appurtenances and all parking ancillary to and in connection therewith.

The Facilities shall be operated as a public facility.
"Fiscal Yea( shall mean the year beginning July 1 and ending June 30. "General Manage( shall be the AEG employee responsible for Management Services as defined herein.
"Gross Revenue" means with respect to the applicable period, the amount of revenue generated by the Facilities, as determined in accordance with GAAP, including but not limited to all revenue from rentals, services provided, ancillary income from all concessions, subcontractors and third party vendors, other operating income and outside catering.
"Headquarter Hotel" shall mean the hotel property with the City of Palm Springs with largest number of rooms committed to the room block for an event. "Incentive Fee" shall mean and include each of the two compensation incentive programs identified in Section 17(a) of this Agreement paid annually. "Revenues" means any and all revenues of every kind or nature derived, directly or indirectly, from owning, operating, managing, or promoting the Facilities or Visitor Center, all as determined in accordance with generally accepted accounting principles, consistently applied.
"Transition Period" has the meaning set forth in Section 2(e). "Visitor Center" shall mean any and all portions or parts of the Palm Springs Visitor Center, and all furniture, fixtures and equipment contained therein. At the time of execution of this Agreement, the Visitor Center is located at: 2901 N. Palm Canyon Drive. The Visitor Center is owned by the City and operated by AEG on behalf of the City. The Visitor Center shall be operated as a public facility. The net cost to operate the Visitor Center is paid from the BoT Budget as herein defined. "Welwood Murray Memorial Library" or 'WMML" shall mean any and all portions or parts of the WMML, and all furniture, fixtures and equipment contained therein. At the time of execution of this Agreement, the WMML is located at: 100 S. Palm Canyon Drive. The WMML shall be operated as a public facility. The net cost to operate the WMML is paid from the BoT Budget as herein defined.

5557 5 .38190\32220183.1
Item 1N - Page 16

2. Scope of Work.
a. Management Servjces. Subject to the terms and conditions set forth in this Agreement, City hereby engages AEG on an exclusive basis to provide Management Services including the management, operation, use, possession, occupation and promotion of the Facilities, during the Term of this Agreement ("Management Services"). AEG hereby accepts such engagement. Except as otherwise provided herein, the operation of the Facilities shall be under the exclusive supervision and control of AEG, which, except as otherwise specifically provided herein, shall be responsible for the proper and efficient operation of the Facilities. In fulfilling its obligations under this Agreement, AEG shall act as a reasonable and prudent manager consistent with the standard of quality and performance provided in facilities of comparable size, age and use. AEG hereby accepts such engagement, and shall perform the services described herein, subject to the limitations expressly set forth in this Agreement. The Management Services to be provided by AEG shall include those described on Exhibit "An attached hereto and by reference made a part of this Agreement.
b. Bureau of Tourism Services. Subject to the terms and conditions set forth in this Agreement, City hereby engages AEG to provide Bureau of Tourism Services ("BoT Services") during the Term of this Agreement. AEG hereby accepts such engagement. Without limiting the generality of the foregoing, the BoT Services to be provided by AEG shall include those described on Exhibit "Bn attached hereto and by reference made a part of this Agreement.
c. Welwood Murray Memorial Library <WMML} Services. Subject to the terms and conditions set forth in this Agreement, City hereby engages AEG to provide services with respect to the Welwood Murray Memorial Library (the "WMML Services") during the Term of this Agreement. AEG hereby accepts such engagement.

Without limiting the generality of the foregoing, the WMML Services to be provided by AEG shall include those described on Exhibit "C" attached hereto and by reference made a part of this Agreement.
d. City's Approval/City Manager Approval. AEG shall request written instructions from City with respect to any matter contemplated by this Agreement where the approval of City or City Manager is required, and AEG shall defer action thereon pending receipt of such written instructions. City shall promptly respond to any such request for written instructions and City Manager shall respond to any such request for written instructions or requested approvals within five (5) business days. Actions taken by AEG, its officers, employees or representatives in accordance with the written instructions of City or City Manager, or failures to act by such persons pending the receipt of such written instructions, shall be deemed to be proper conduct in accordance with and within the scope of AEG's authority under this Agreement and shall not constitute AEG's breach, negligence or willful misconduct. e. Transition Services. During the Transition Period, defined as the sixty (60) day period beginning with the date upon which the City executes this Agreement, AEG shall provide the Transition Services in accordance with Exhibit D

55575.38190\32220183.1
Item 1N - Page 17
attached hereto. AEG shall, subject to the terms and conditions of this Agreement, begin providing Management Services on the Effective Date immediately after the sixty (60) day Transition Period ends.

3. Tenn and Renewal Tenn. This Agreement shall commence upon the Effective Date, and shall continue for five (5) contract years ~each a "Contract Year") expiring at 5:00 p.m. (PST) on the anniversary of the fifth (5 ) Contract Year, unless terminated prior to this date pursuant to the provisions of this Agreement, (hereafter the "Term"). The Term of this Agreement may be extended once at the request of the City and by mutual agreement of the parties for an additional five (5) Contract Years subject to the same terms and conditions of the original Term (except as specifically identified herein this Section 3) (the "Extended Term"). The parties shall meet and confer to reset and establish a new Targeted Gross Revenue to be used for the Financial Performance Incentive Fee eligible to AEG for the Extended Term, as specified in Section 17 of this Agreement; all other terms and conditions of this Agreement shall remain unchanged for the Extended Term, unless otherwise agreed to in writing by the parties. Any Extended Term shall be approved by the City Council, amending: (1) the Term for an additional five (5) Contract Years, and (2) the amount of the Target Gross Revenue for the Extended Term. Either party shall have the right to terminate this Agreement during the Term or any Extended Term without penalty after the third (3rd) Contract Year of the Term or the third (3rd) Contract Year of the Extended Term as applicable, by providing not less than one hundred and eighty (180) calendar days prior written notice to the other party. Should neither party exercise this right to terminate in either the Term or Extended Term, the Agreement shall continue in full force through the remainder of the Term or Extended Term as applicable

4. Investment. Within ten (10) days of City's written request, AEG will make available to the City up to $150,000 in funds to secure various consulting services related to the future planning for the Facilities, or other research targeting the convention and visitor industry for the City to be utilized by the City within its sole discretion and timing after close consultation with AEG on the use of these funds.

5. Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which AEG, its agents or employees perform the services required herein, except as otherwise set forth herein.

AEG shall perform all services required herein as an independent contractor 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. Employees or contractors of AEG are not City employees, and employees of City are not employees or contractors of AEG.

Neither party shall at any time or in any manner represent that it or any of its agents or employees are agents or employees of the other party. Each party shall be solely responsible for compliance with State and Federal Law with respect to the wages, hours, benefits, and working conditions of its employees, including requirement for payroll deductions for taxes.

55575.38190\32220183.1
Item 1N - Page 18

6. Assignment. Subcontracting and Other Third-Party Agreements. a. Assignment. Neither party to this Agreement may transfer, assign, convey, hypothecate or encumber this Agreement, or any interest therein, whether voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without prior written approval of the other party to this Agreement, which may be reasonably withheld based on experience, financial status, reference checks and for other grounds in the City's sole discretion.
b. Subcontracting. If AEG subcontracts any part of this Agreement, AEG shall be responsible to City for the acts and omissions of its subcontractor(s).

Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. City will deal directly with and will make all payments to AEG.
c. Other Agreements. AEG shall have all concession agreements, services contracts and subcontracts in excess of an annual value of $25,000 in the aggregate reviewed and approved by the City Manager prior to execution by AEG.

7. Master Lease. AEG acknowledges that the Convention Center, Jackie Lee Houston Plaza, and East Lot are located on parcels of land which are leased from certain allottees ("Lessors") who are members of the Agua Caliente Band of Cahuilla Indians, and that the City is the "Master Lessee" for the land underlying the Convention Center, Jackie Lee Houston Plaza, and East Lot. The wMaster Lease" is administered by the Bureau of Indian Affairs ("BIA"). The parties hereto agree to comply with the Master Lease, specifically with regard to inspection of documents and reporting requirements. A copy of the Master Lease has previously been provided to AEG and is on file in the Office of the City Clerk.

8. Use of the Facilities By City. AEG agrees to provide the Facilities to City rent-free or as mutually agreed to by the parties for City's uses as outlined below pursuant to the terms of this Section 8. Use of the Convention Center by the City shall solely constitute (1) the Palm Springs Film Festival and the Well in the Desert (each a "City Sponsored Evenf') and (2) City governmental purposes (such as meetings of the City Council or Planning Commission or personnel testing, town hall meeting or other governmental purpose) ( collectively "City Governmental Purposes"). a. All requests by City for City Sponsored Events shall be subject at all times to availability due to prior confirmed event scheduling for the Facilities. The terms and conditions related to the payment of any rent, costs or expenses by the City with respect to such City Sponsored Events shall be mutually agreed upon by the parties by way of operating memoranda setting forth the applicable rental terms. The parties further agree that such terms shall be substantially consistent with those contained in the 2018 agreements with the City related to each applicable City Sponsored Event.
b. Use by the City for City Governmental Purposes shall be rent-free, shall be limited to two events per month and City shall not reimburse AEG for rents and all

55575.38190\32220183.1
Item 1N - Page 19
actual costs and expenses incurred for labor, equipment, food and beverage, audiovisual and other customary expenses associated with the City's use of the Facilities.

The food and beverage cap for use by the City for City Governmental Purposes shall be $25,000 annually and shall be at the cost of the food and beverage subcontractor not AEG.

9. intentionally Omitted

10. Intentionally Omitted

11. Reports and Audits.
a. Maintenance of Records. AEG shall keep adequate records relating to its operations of the Facilities. AEG shall maintain a system of bookkeeping adequate for its operations hereunder and shall submit such system to City no later than thirty (30) calendar days after execution of this Agreement. The systems and procedures used to maintain these records shall also include a system of internal controls that is in accordance with sound business procedures. AEG shall keep and preserve for at least five (5) years following each Fiscal Year all records, including all service orders, work orders, sales slips, rental agreements, purchase orders, sales books, cash register tapes, credit card invoices, duplicate deposit tapes and invoices, bank accounts, cash receipts and cash disbursements, bank books, and other evidence of Operating Revenues and Operating Expenses for such period. AEG shall cause its vendors, subcontractors and affiliates to keep and maintain all such Records in accordance with this Section 11(a)).
b. Audit. As soon as possible after June 30 and in no event later than August 15 of each Fiscal Year, AEG shall deliver to City a Balance Sheet, a Statement of Profit or Loss and a Statement of Cash Flows for the Facilities for the preceding Fiscal Year, all prepared in accordance with generally accepted accounting principles, accompanied by an independent auditor's report prepared by an independent certified public accountant licensed by the State of California, retained by AEG and approved by City (the "Annual Audit"). Such Annual Audit shall contain an opinion expressed by the independent auditor of the accuracy of Records kept by AEG and of amounts due to City under this Agreement and shall also provide a certification of Operating Revenues, Operating Expenses and the Net Operating Deficit/Surplus for such Fiscal Year. As part of the Annual Audit, City also shall require of the independent auditor and AEG shall deliver to City an Internal Control Memorandum and Management Letter ("Internal Control Memo") reporting on accounting controls and procedures of AEG related to this Agreement at the end of each Fiscal Year.
c. Final Audit. On or before the 120th day following the day on which this Agreement expires or is terminated, AEG shall cause an audit comparable to that described in Section 11(b) covering that portion of the Fiscal Year from July 1 up to and including the date of expiration, cancellation or termination to be prepared and submitted to City (the ,.Final Audit"). This Final Audit shall be reviewed and accepted by City before any Management Fees, Incentive Fees or expenses shall be remitted to AEG pursuant to Section 17 or otherwise. This paragraph shall survive the expiration or sooner termination or cancellation of this Agreement.

55575.38190\32220183.1
Item 1N - Page 20
d. Access to Records. AEG shall give City and City's authorized representatives access to review AEG's records pertaining to their management of the Facilities operations, during normal business hours and upon reasonable advance notice, provided such review does not unreasonably interfere with AEG's day to day business and management of the Facilities. Should any of the records be maintained on a computerized system, AEG shall provide City with appropriate and necessary access, during normal business hours upon reasonable notice, to such records generated by the computerized system. AEG shall maintain their records in the City of Palm Springs. AEG agrees to provide any auditors retained to conduct the Audit (including the Final Audit) the reasonable right to review and test any proprietary software and its documentation used by AEG for bookkeeping and the production of the reports. AEG shall fully and timely cooperate with the preparation of any audit required by Lessors.

12. Monthly Reports. Within twenty-five (25) calendar days after the end of each month, AEG shall furnish to City a monthly report in the general form and with content as approved by the City Manager. The monthly reports shall, at a minimum, provide information in the following categories:
a. Management Services:
(1) Financial, including without limitation a rolling forecast of revenue and expenses, an income statement, a balance
sheet, and a statement of cash flow;
(2) Bookings, induding without limitation the number of groups and room nights booked for the Convention Center during the preceding month and a year-to-date comparison with the previous year; and
(3) Sales and Marketing Activities, including without limitation sales and marketing efforts during the preceding month. b. Tourism Services:
(1) Financial, including without limitation an income statement, a balance sheet, and a statement of cash flow;
(2) Budget, including without limitation a comparison of actual operating expenses to the applicable Tourism Budget, and (3) Activities, including without limitation marketing efforts during the preceding month and efforts related to achieving
efficiencies with other destination marketing entities that are beneficial to the City.

13. Other Reports. The City Manager, in the City Manager's reasonable discretion, may request that AEG prepare any other reports related to AEG's

55575.38190\32220183.1
Item 1N - Page 21
management of the facilities other than those specifically required by this Agreement.

The City Manager shall provide AEG a reasonable amount of notice and time to prepare any report requested pursuant to this Section.

14. Performance Review. AEG shall be subject to a performance review at the close of each Fiscal Year. The performance review shall include those components as identified by the City as communicated to AEG, and included in annual sales and marketing plans, and in the incentive fee structure outlined in Section 17 of this Agreement.

15. Budget.
a. Management Services. Each Fiscal Year, AEG shall make a presentation to the City Council regarding the proposed Management Services Budget {"Management Services Budger) for the Convention Center for the upcoming Fiscal Year, and the total Management Services Budget will be incorporated into and adopted by the City Council as part of its Fiscal Year Operating Budget. Each new annual Management Services Budget is subject to and contingent upon funds being appropriated therefore by the City Council for each Fiscal Year covered by the Agreement and shall be in the amount appropriated by the City Council for any such Fiscal Year. City shall pay the Management Services Budget funds in monthly installments to AEG, except as otheiwise expressly provided In this Agreement. Under no circumstances, except pursuant to Section 15(f)(4), shall AEG be required to advance any funds hereunder. Failure to meet the annual proposed Management Services Budget and failure to meet any financial projections or expectations of the City shall not be deemed a an Event of Default or a breach of this Agreement by AEG. The parties agree and acknowledge that within thirty {30) days of the Effective Date, the City and AEG will meet to discuss any suggested modifications within the Budget approved for 2019-2020 that AEG may suggest after reviewing the Budget AEG is inheriting from the prior management services provider.
55575.38190\32220183.1
(1) Proposed Budget. No later than March 1 of each year of the Term of this Agreement, AEG shall submit to City a
proposed Management Services Budget for the Facilities for the upcoming Fiscal Year listing all projected revenues and expenses for the Facilities, including without limitation any anticipated Incentive Fees. AEG shall have the discretionary authority to reasonably modify individual line items of this Management Services Budget (excluding amounts attributed to the Incentive Fee) provided that AEG shall provide the City Manager with ten (10) Business Days prior written
notice of such modifications, and shall be subject to the City Manager's approval if in an amount of $25,000 or greater.

Such modifications shall not in the aggregate result in an increase in the total approved Management Services
Budget.

Item 1N - Page 22
(2) Working Capital. In order to provide the working capital necessary for AEG to perform its obligations hereunder, City shall advance to AEG a minimum amount equal to budgeted operating expenses for three (3) months of the thenapplicable Management Services Budget, no later than July 10 of each year of the Term of this Agreement. AEG may
use working capital to pay expenses when revenues are
insufficient to cover such expenses. The City shall
reimburse any working capital used by AEG to pay expenses no later than thirty (30) calendar days after an expenditure of working capital by AEG.
(3) Operating Fund. AEG shall collect all Revenues from the Facilities and deposit them in an operating fund. Monies in the operating fund and any interest thereon shall be applied first to the payment of Management Fees accrued through the end of the prior month and thereafter to any other
operating expenses then accrued. The balance shall be
retained in the operating fund as reserve for payment of future operating expenses. If at the end of any Fiscal Year there shall be a balance in the operating fund in an amount in excess of the anticipated working capital and operating expenses for the first month of the ensuing year, AEG shall disburse such excess to City on or before the fifteenth {15th) of such month. AEG's duties and obligations hereunder are subject to the City's performance and funding of the
operating fund.
b. Tourism Services. Each Fiscal Year, AEG shall make a presentation to the City Council regarding the proposed Tourism Services Budget for the upcoming Fiscal Year, and the total Tourism Budget will be incorporated into and adopted by the City Council as part of its Fiscal Year Operating Budget (the "Tourism Services Budger). The Tourism Services Budget for the 2019-2020 Fiscal Year shall be $2,086,504. Each new annual Tourism Services Budget is subject to and contingent upon funds being appropriated therefore by the City Council for each Fiscal Year covered by the Agreement and such annual Tourism Services Budget shall be in the amount appropriated by the City Council for the then current Fiscal Year. City shall pay the Tourism Services Budget in monthly installments to AEG. (1) Line Item Budget. No later than March 1 of each year of the Term of this Agreement, AEG shall provide the City with a proposed Line Item Budget for the Tourism Services Budget for the upcoming Fiscal Year. The Line Item Budget shall be prepared in accordance with the City's budgetary practices and applicable laws and regulations. The Line Item Budget will be considered by the City Council prior to award and implementation of the Tourism Services Budget for the
ensuing year. AEG shall adhere to the Line Item Budget,

55575.38190\32220183.1
Item 1N - Page 23
provided AEG may reallocate funds between budget
categories when, in AEG's good faith judgment, such
reallocation is prudent, provided that a written justification shall be prepared prior to any reallocation of ten percent (10%) or more of any line or budgeted item, and that written justification shall be approved in writing by the City Manager in advance of the reallocation.
(2) All funds earned by the Visitor Center are revenue to the City and should be accounted for as such and reinvested in the promotion of tourism to the City.
c. WMML Services. Each Fiscal Year, AEG shall make a
presentation to the City Council regarding the proposed WMML Services Budget for the upcoming Fiscal Year, and the total WMML Budget will be incorporated into and adopted by the City Council as part of its Fiscal Year Operating Budget. The WMML Services Budget for the 2019-2020 Fiscal Year shall be $85,750. Each new annual WMML Services Budget is subject to and contingent upon funds being appropriated therefore by the City Council for each Fiscal Year covered by the Agreement and such annual WMML Services Budget shall be in the amount appropriated by the City Council for the then current Fiscal Year. City shall pay the WMML Services Budget in monthly installments to AEG.
(1) Line Item Budget. No later than March 1 of each year of the Term of this Agreement, AEG shall provide the City with a proposed Line Item Budget for the Tourism Services Budget for the upcoming Fiscal Year. The Line Item Budget shall be prepared in accordance with the City's budgetary practices and applicable laws and regulations. The Line Item Budget will be considered by the City Council prior to award and implementation of the Tourism Services Budget for the
ensuing year. AEG shall adhere to the Line Item Budget, provided AEG may reallocate funds between budget
categories when, in AEG's good faith judgment, such
reallocation is prudent, provided that a written justification shall be prepared prior to any reallocation of ten percent (10%) or more of any line or budgeted item, and that written justification shall be approved in writing by the City Manager in advance of the reallocation.
d. Expenditures in Excess of the Budget. AEG shall not, without written authorization by City Manager, knowingly incur in any Fiscal Year obligation in excess of the total then applicable Budget approved by City. In the event AEG becomes aware of any such obligations, AEG shall immediately inform City in writing of the nature, amount and due date for such obligations, and request written instructions as to how to proceed.

55575.38190\32220183.1
Item 1N - Page 24
e. Reduction / Elimination of City Revenue Source. In the event of any significant reduction or elimination of City tax and fee revenue sources, such as sales tax, property tax, transient occupancy tax and other similar taxes, the parties shall meet to discuss a proportionate reduction in the then-applicable Budget. If the parties fail to reach an agreement on any such reduction, the City may terminate the Agreement within thirty (30) calendar days of the date on which the parties fail to reach an Agreement. AEG's inability to perform services hereunder or discharge any of its responsibilities hereunder or under any Third Party Agreement related to the Facility to the extent of City's failure to fund expenses reasonably required to perform such services or responsibilities shall not be considered a breach of this Agreement or Event of Default under this Agreement by AEG and shall be without penalty, additional payments, or other charges to AEG of any kind whatsoever. f. Capital Expenditures Budget/ Emergency Capital Expenditures. 55575.38190\32220183.1
(1) The City desires to provide quality convention facilities in order to attract valuable meeting and convention business to the City of Palm Springs to generate positive economic
impact through the generation of room-nights and increased visitor traffic to the City's shopping, dining and attraction stakeholders. The City and AEG agree that the Facilities must be consistently maintained and upgraded as necessary to meet and exceed the expectations of current and future users of the facility and provide competitive "state of the art" facilities and services to attract and retain valuable meeting and convention business.
(2) AEG shall undertake an internally conducted facility capital study identifying existing capital and operating equipment, systems, technology, building components, aesthetics and facility finishes to catalog and determine current condition, remaining useful life and an appropriate action plan for each item or area. AEG shall also review current facility
technology and services to determine any recommended
upgrades in order to meet expected industry standards for the Facilities. Any out of pocket expenses Incurred in the undertaking of such study shall be considered an expense of the Facilities with prior written approval from the City Manager as to the scope and cost of the study. AEG shall provide the City Manager with a prioritized long-term capital plan with recommended annual budget allocations for the completion of recommended projects. Should the City
request a more detailed or comprehensive facility capital study and report to be conducted by a third party expert, such study and report shall be at the City's sole cost and expense. City acknowledges and agrees that AEG shall
have no obligation hereunder to make any capital
expenditures and, therefore, City shall be responsible for

Item 1N - Page 25
55575.38190\32220183.1
and shall repair, provide and maintain, at its own expense, all capital improvements as set forth in this Section,
including, without limitation, the exterior and structural portions of the Facilities, Visitor Center, and WMML,
together with all mechanical, HVAC and electrical systems contained therein. Notwithstanding the foregoing, capital improvements may be performed by AEG and/or through a
third-party contractor approved by the City Manager and supervised by AEG, upon written agreement between City
and AEG, utilizing those funds as agreed upon by City and AEG.
(3) Each Fiscal Year AEG will present a proposed annual capital project budget ("Capital Improvements Budger) for the
upcoming Fiscal Year to the City Council and the annual Capital Improvements Budget will be incorporated into and adopted by the City Council as part of its Fiscal Year
Operating Budget. Each new annual Capital Improvements
Budget is subject to and contingent upon funds being
appropriated therefore by the City Council for each Fiscal Year covered by the Agreement. If such appropriations are not sufficient to fully fund a new annual Capital
Improvements Budget, such annual Capital improvements
Budget shall be equal to the amount appropriated by the City Council for any such Fiscal Year. AEG and the City shall mutually agree on the actual projects to be funded each Fiscal Year based upon the amount appropriated by the City Council. Unfunded projects will be carried over to
subsequent Fiscal Year budget proposals. In the City's sole discretion, in lieu of payment to City of any excess operating funds at the end of each Fiscal Year, such excess operating funds may be reserved for and allocated to the Capital
Improvements Budget.
(4) AEG shall have the right to make Emergency Expenditures.

An "Emergency Expenditure" is defined as an expenditure necessary to correct or repair an emergency condition of the Facilities which in the reasonable judgment of AEG, if not corrected or repaired immediately, would create an imminent danger to persons or property, an unsafe condition
threatening persons or property, or render the Facilities unusable, unsuitable or unable to host events, to the extent such expenditure is not included in the Approved Budget for that Fiscal Year. Where practicable, AEG shall obtain prior verbal or written approval from the City Manager before making any Emergency Expenditure; provided that if prior verbal or written approval of an Emergency Expenditure is

Item 1N - Page 26
not reasonably obtainable from the City Manager, AEG shall immediately notify the City Manager of the situation and upon such notification and consent by the City Manager, is thereafter authorized to incur an Emergency Expenditure to correct the situation on a temporary basis in an amount not to exceed $50,000. An Emergency Expenditure to correct
the situation on anything other than a temporary basis or in an amount in excess of $50,000 shall require written
approval from the City Manager. Immediately following such action taken by AEG pursuant to this Section 15(f)(4), AEG shall inform City of the action(s) taken, and City shall pay into such account(s) the amount of funds, if any, spent or committed by AEG pursuant to this Section 15(f)(4).

16. Bank Accounts. AEG shall deposit all Revenues in an account maintained by AEG in the name of City, with AEG as an agent with signatory authority, in a bank or branch located within the City. AEG shall require that all funds held in this account shall be secured to such an extent and in such a manner as is required by applicable law regarding the deposit of City funds. Any monies in this account, and any interest thereon, shall be applied first to the payment of Management Fees accrued through the end of the prior month and thereafter to any other Operating Expenses then accrued. The balance shall be retained in the Operating Fund as reserve for payment of future Operating Expenses. If, at the end of any Fiscal Year, there shall be a balance in this account in excess of the anticipated working capital required for, and Operating Expenses projected for, the first month of the ensuing year, AEG shall disburse such excess to City on or before the fifteenth (15th) day of such month; alternatively, in the City Manager's sole discretion, any such excess may be reserved for and allocated to the Capital Improvements Budget.

17. Compensation.
a. Management Services. AEG shall receive compensation for the Management Services rendered under this Agreement based upon the agreed Base Fee plus an Incentive Fee ("Incentive Feen), if so earned by AEG. (1) Base Fee. For services performed by AEG during each Fiscal Year of this Agreement, the City shall pay AEG the annual Base Fee set forth in this Section 17(a){1 ), payable at the rate of one-twelfth (1/12) of the per annum per month, within thirty (30) calendar days following the monthly billing provided by AEG for such services. The Base Fee shall be $225,000 per year for the Term of the Agreement ($18,750 per month). The Base Fee shall be prorated for the first Fiscal Year of this Agreement, taking into account the
Effective Date of this Agreement, with the first monthly payment of $11,875. Commencing October 1, 2019, the
monthly payment of $18,750 shall be paid, for a total Base Fee of $180,625 for the first Fiscal Year of this Agreement.

55575.38190\32220183.1
Item 1N - Page 27
55575.38190\32220183.1
Notwithstanding the foregoing, the Base Fee shall increase annually by the Consumer Price Index.
(2) Incentive Fees. In addition to the Base Fee payable to AEG, AEG shall be eligible for an Incentive Fee, whlch, if earned, shall be payable to AEG annually in arrears on or before the thirtieth (30th) day following the date on which AEG has given the Annual Report to the City. The Incentive Fee will be based on AEG's performance in two (2) separate
categories: KPI Incentive Fees which include Achievement of Room Night Goal and Customer Satisfaction; and
Financial Performance Inventive Fees (collectively the
"Incentive Fees"). The right to receive these incentive fees and the calculation of each are separate and independent of each other, and the KPI Inventive Fees shall not be included in measuring AEG's performance with respect to achieving and/or exceeding the budget for Gross Revenue as detailed below. The Incentive Fees for the first Fiscal Year of this Agreement shall be prorated to an amount equal to eighty percent (80%) of the total Incentive Fees otherwise
available, taking into account the Effective Date of this Agreement.
(a) KPI Incentive Fees.
i. Room Night Goal. At the end of each Fiscal
Year during the Term of this Agreement, AEG will
receive a total of $1.00 for each room night generated
by events held at the Convention Center during the
preceding Fiscal Year, on the condition that at least a minimum of 50,000 room nights are generated. By
way of example, if only 49,999 room nights are
generated, AEG would receive $0 incentive.

However, if 50,000 room nights are generated, AEG
would receive $50,000 plus $1 for every room night
booked thereafter. For purposes of this Agreement,
Room Night Goal Achievement shall be based on the
confirmed written contracts entered into by (1) the
Headquarter Hotel or (2) contract to use the
Convention Center during the preceding Fiscal Year.

Specifically, Room Night Goal Achievement shall be
measured by the number of rooms reserved at hotels
paying Transient Occupancy Tax to the City.
ii. Customer Satisfactjon. To achieve the
customer satisfaction goal, AEG must achieve an
average of eighty-five percent (85%) or better,
approval on the meeting planner surveys described

Item 1N - Page 28
55575.38190\32220183, 1
herein. If the 85% threshold is met, the customer
satisfaction incentive fee will be $33,000. If a 95% or better customer satisfaction level is achieved, the
customer satisfaction inventive fee will increase by
$67,000 for a maximum incentive payment of
$100,000. The meeting planner surveys shall be a
survey of meeting planners, conducted by a thirdparty with expertise in the convention industry and approved by the City Manager, that have contracted
to use the Convention Center during the prior twelve
(12) month period. Within thirty (30) days of the days
of the conclusion of any such event, the third~party
firm shall contact clients of the Convention Center to
conduct a meeting planner survey. The goal is to
measure the client's satisfaction with each aspect of
the client's use of the Convention Center. AEG shall
obtain City's approval of the survey content and
format prior to its distribution. Areas for measurement of quality and service as mutually agreed upon by
both parties, may include, but shall not be limited to (i) site selection and sales process; (ii) event
coordination; (iii) food and beverage; (iv) audio visual; (v) quality of facilities; and (vi) responsiveness of staff.

The parties shall mutually agree to determine how the
scoring will be evaluated.
(b) Financial Performance. The Financial Performance
portion of the Incentive Fee shall be based upon
AEG's operation of the Facilities and the "Gross
Revenue" (as identified by the audited financial
statements for the most recently completed Fiscal
Year) (such amount, the "Actual Gross Revenue"), as
compared to the "Targeted Gross Revenue" for the
relevant Fiscal Year. The initial Targeted Gross
Revenue for the initial 5~year Term of this Agreement
is $2,900,000 per Fiscal year. Notwithstanding the
foregoing, the Targeted Gross Revenue shall
increase annually by the Consumer Price Index. AEG
shall receive the following Financial Performance
portion of the Incentive Fee for each Fiscal Year in
the following amounts:
(1) For each successive $500,000 increment
generated above the current Targeted Gross
Revenue, AEG will receive a percentage of that
incremental revenue for the respective increment (i.e.
not retroactive to the first dollar) (these figures

Item 1N - Page 29
represent the calculation in the initial year only and
will be adjusted by the then current Targeted Gross
Revenue:
- 22.5% of the first $500,000 (between $2,900,001
and $3,400,000); and,
- 25% of the next $500,000 (between $3,400,001 and
$3,900,000); and,
- 27.5% of the next $500,000 (between $3,900,001
and $4,400,000); and,
- 30% of the any Gross Revenue above $4,400,001.
(2) By way of example:
(i) Actual Gross Revenue of $3,685,000 (an
increase of $785,000) would produce a Financial
Performance Incentive of $184,750 (22.5% times
$500,000 plus 25% times $285,000)
(ii) Actual Gross Revenue of $4,100,000 (an
increase of $1,200,000) would produce a Financial
Performance Incentive of $292,500 (22.5% times
$500,000 plus 25% times $500,000 plus 27.5% times
$200,000)
(3) For the avoidance of doubt, AEG shall not be
subject to any penalty or reduction in any Fees to be
paid hereunder should the Actual Gross Revenue be
less than the Target Gross Revenue Loss.
(4) Pursuant to Section 3 of this Agreement, to the
extent the parties agree to enter into the Extended
Term, the parties shall meet and confer to reset and
establish a new Targeted Gross Revenue to be used
for the Financial Performance Incentive Fee eligible to AEG for the Extended Term. The new Targeted
Gross Revenue shall be evaluated on the basis of the
Actual Gross Revenue incurred by the City annually
during the initial Term of this Agreement.
b. Tourism and WMML Services. AEG shall receive no
remuneration for providing Tourism and/or WMML Services under this Agreement.

18. Insurance.

55575.38190\32220183.1
Item 1N - Page 30
a. Insurance To Be Maintained By AEG. AEG shall procure and maintain, at its sole cost and expense, the insurance described below. The insurance shall be for the Term of this Agreement and includes any extensions, unless otherwise specified in this Agreement. The insurance shall be procured in a form and content satisfactory to City. The insurance shall apply against claims which may arise from AEG's performance of Management Services and related work under this Agreement, including AEG's agents, representatives, or employees.

In the event the City Manager determines that the work or Management Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, AEG agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. AEG shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified in this Agreement. If any insurance is written on a claims-made basis, such insurance shall be maintained for a minimum of three (3) years subsequent to the expiration of this agreement, or a three (3) year extended reporting period endorsement shall be purchased. The minimum amount of insurance required shall be as follows:
(1) Workers' Compensation. AEG shall obtain and maintain, in full force and effect throughout the Term of this
Agreement, workers' compensation insurance in at least
the minimum statutory amounts, in compliance with all
other statutory requirements, as required by the State of California. AEG agrees to waive and obtain
endorsements from its workers' compensation insurer
waiving subrogation rights under its workers'
compensation insurance policy against the City and shall endeavor to use commercially reasonable efforts to
require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies.
(2) Crime Fidelity Coverage. At least $100,000.00 per
occurrence of coverage for (i) AEG employee dishonesty; (ii) forgery or alteration; (iii) theft, disappearance and destruction inside and outside the Facilities, Visitor
Center, or WMML; and (iv) robbery and safe burglary
inside and outside the Facilities, Visitor Center, or WMML. (3) Commercial General Liability. AEG shall obtain and
maintain, in full force and effect throughout the Term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a
combined single limit of at least five million dollars
($5,000,000.00) for bodily injury and property damage
including coverages for contractual liability, personal injury, independent contractors, broad form property
damage, products and completed operations. Any

55575.38190\32220183.1
Item 1N - Page 31
combination of primary and umbrella liability policies shall satisfy this requirement.
(4) Employer's Liability Coverage. AEG shall obtain and maintain, in fuJI force and effect throughout the Term of this Agreement, a policy of employer's liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease.
(5) Professional Liability {Errors and Omissions) Insurance.

AEG shall obtain and maintain in full force and effect
throughout the Term of this Agreement, standard industry form professional liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per claim and two-million dollars
($2,000,000.00) annual aggregate, in accordance with the provisions of this section.
(a) AEG shall certify in writing to the City that AEG is unaware of any professional liability claims made against AEG and is unaware of any facts which may lead to such a claim against AEG.
(b) The policy shall be continued in full force and effect during the Term of this Agreement, or until completion of the Management Services and related work provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Management Services and related Work
under the terms of this Agreement.
b. Deductibles and Self-Insured Retentions. Any deductibles or selfinsured retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or Management Services under this Agreement, such approval not to be unreasonably withheld. AEG guarantees payment of all deductibles and self-insured retentions.
c. Other Insurance Requirements. The following provisions shall apply to the insurance policies required of AEG under this Agreement:
(1) For any claims related to this Agreement, except for Professional Liability, Crime and Workers'
Compensation/Employer's Liability, AEG's coverage shall be primary insurance with respect to the City and its officers, council members, officials, employees, agents, and
volunteers. Any insurance or self-insurance maintained by

55575.38190\32220183.1
Item 1N - Page 32
55575,38190\32220183.1
the City and its officers, council members, officials,
employees, agents, and volunteers shall be in excess of AEG's insurance and shall not contribute with it.
(2) Commercial General Liability insurance coverage and limits provided by AEG and available or applicable to this
Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage.
(3) AEG agrees to require its commercial auto liability, commercial general liability and workers' compensation
insurers to provide a notice of cancellation to the City Manager. Regarding all other insurance policies, AEG
agrees to provide the City Manager with thirty (30) days' notice of cancellation, except for ten (10) days' notice of cancellation for non-payment of premium. It is AEG's
obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement.
(4) AEG agrees to endeavor to ensure, if commercially
reasonable, that subcontractors, and any other parties
involved with the scope of Management Services and related Work provided pursuant to this Agreement, who are brought onto or involved by AEG, provide the same minimum
insurance coverage required of AEG. AEG agrees to
monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. AEG
agrees that upon request, all agreements with
subcontractors and others engaged in the performance of services hereunder this Agreement will be submitted to the City for review.
(5) AEG acknowledges and agrees that any actual or alleged failure on the part of the City to inform AEG of noncompliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights in this or any other regard.
(6) AEG shall provide proof that policies of insurance required in this Agreement, expiring during the Term of this Agreement, have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration.

Item 1N - Page 33
Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City prior to the policy expiration and/or renewal date.
(7) Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements, or as a waiver of any coverage normally provided by any given policy.

Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all•inclusive.
(8) The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impair the provisions of this section.
(9) AEG agrees to provide ;mmediate notice to City of any claim or loss against AEG arising out of the Management Services and related Work performed under this Agreement and for any other claim or loss which may reduce the insurance
available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims. (10) AEG agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the AEG may be held responsible for the payment of damages
resulting from AEG's activities or the activities of any person or person for which AEG is otherwise responsible.
d. 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 AM.

Best's Key Rating of A-, VII, or better, unless such requirements are waived in writing by the City Manager or his designee due to unique circumstances. e. Verification of Coverage. AEG 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 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 Management Services commence. 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

55!57!1.38190\32220183.1
Item 1N - Page 34
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:
(1) "The City of Palm Springs, its officials, employees, and agents are named as an additional insured ... n ("as respects City of Palm Springs Contract No._" or "for any and all work performed with the City" may be included in this
statement) for General and Auto Liability policies.
(2) M 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 afar any and all work performed with the City" may be included in this statement) for General and Auto Liability policies.
(3) "Except for Professional Liability, should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 calendar days written notice to the Certificate Holder named."
(4) 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.

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 in writing by the City before Management Services commence. 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 AEG's obligation to provide them. f. Insurance To Be Maintained By City. During the entire term of this Agreement, and any extension thereof, the City shall at all times maintain in effect the following policies of insurance or shall self-insure:
(1) Property Insurance. An "All Risk of Physical Loss" form of policy (with Replacement Costs Endorsement), insuring all movable and immovable property constituting the Primary Visitor Center and Convention Center, respectively,
excluding the foundation (including the expense of the
removal of debris of such property as a result of damage by an insured peril), subject to the terms and conditions of the insuring agreements, The Primary Visitor Center and the Facility, and their respective contents, shall be insured to full replacement value.

55575,38190\32220183.1
Item 1N - Page 35
(2) Comprehensive General Liability. The City will maintain excess public liability and property damage Insurance with a combined single limit of at least $10,000,000.00 insuring against all liability of the City arising out of, and in connection with, the use or occupancy of the Visitor Center or Facilities.

19. Indemnification and Reimbursement.
(a) To the fullest extent permitted by law, AEG shall defend (at AEG'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") to the extent arising out of or relating to (i) any negligent act or omission, or intentional misconduct, on the part of AEG or any of its employees or agents or any person under its direction or control in the performance of its obligations under this Agreement, or (ii) breach or default by AEG of any of its representations, covenants or agreements made herein under this Agreement, except and to the extent such Claims arise out of, relate to or are in connection with the negligence, intentional or willful misconduct of the City, its elected officials, officers, employees, agents, independent contractors, consultants and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit AEG's indemnification obligation or other liability under this Agreement. AEG's indemnificati_on 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.

This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement.
(b) To the fullest extent permitted by law, the City shall defend (at City's sole cost and expense}, indemnify, protect, and hold harmless AEG, its, officers, employees, agents, and representatives {collectively the "AEG Indemnified Parties"), from and against any and all uclaims" to the extent arising out of or relating to (i) any negligent act or omission, or intentional misconduct, on the part of the City or any of Jts employees or agents or any person under its direction or control in the performance of its obligations under this Agreement, or (ii) breach or default by the City of any of its representations, covenants or agreements made herein under this Agreement except to the extent such Claims arise out of, relate to or are in connection with the negligence, intentional or willful misconduct of AEG, its officers, employees, agents, independent contractors and consultants. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit City's indemnification obligation or other liability under this Agreement. City's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the AEG 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.

This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement.

55575.38190\32220183.1
Item 1N - Page 36

20. Ownership of Documents. All data, reports, documents, brochures, survey materials, and other computerized, written, printed, or photographic materials developed by City or AEG In connection with the services which are the subject of this Agreement, whether developed directly or indirectly by City or AEG, shall be and shall remain the property of City without limitation or restriction on the use of such materials by City. AEG shall not use such materials in connection with any project not connected with this Agreement without the prior written consent of City. All equipment, materials and supplies purchased by AEG under this Agreement shall be property of the City.

AEG shall make all purchases of equipment, materials and supplies at the best available price.

21. Engagement and Outreach Requirements.
a. City Council. AEG shall hold up to two (2) meetings per year with the City Council and the City's invitees to: (a) discuss any new sales programs proposed by AEG or identified by AEG as being of interest to the City or City stakeholders; and (b) discuss any other upcoming programs or events identified by AEG as being of interest to the City or City stakeholders. AEG must provide a corporate representative to attend the entirety of each such meeting. b. Community Outreach. AEG shall prepare a Community Outreach Plan as part of its Annual Plan. The Community Outreach Plan shall identify the types of meetings, presentation, workshops and other initiatives to be undertaken to ensure that the Palm Springs convention and visitor industry stakeholders are informed as to the BoT and Facilities initiatives being undertaken to generate positive impact to local stakeholders, and to solicit their feedback to help inform future initiatives. c. Periodic Review: Meet and Confer. AEG and City shall have the option, not more frequently than every three (3) months during the Term, to request a review (the "Periodic Review") to evaluate, among other things, the extent to which AEG is complying with its obligations under this Agreement. Within five (5) calendar days following notice of any Event of Default, City staff and AEG shall meet and confer to seek mutual resolution of areas of concern covered in the Periodic Review or any Event of Default, as applicable, and to come to a mutual agreement to move forward together.

If disagreements between the Parties are not resolved, then the Parties shall attempt to resolve such disagreements through mediation. If such disagreements are not resolved through third-party mediation within one hundred twenty (120) days after the commencement of mediation, then either Party may pursue other available legal options such as a request for arbitration or litigation.

22. Enforcement of Agreement.
a. California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as 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

5557 5.38190\32220183.1
Item 1N - Page 37
such County, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. b. 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.
c. Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions.
d. Rights and Remedies 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 and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.
e. Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, remedy or recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.
f. Attorney Fees. If either party to this Agreement commences an action against the other party arising out of or in connection with this Agreement or its subject matter, each party shall bear its own costs and attorney's fees.

55575.38190\3222D183.1
Item 1N - Page 38

23. Tennination.
a. Termination of the Master Lease. This Agreement shall immediately terminate and be null and void upon termination of the Master Lease. b. Expiration of Term. This Agreement shall immediately terminate and be null and void upon expiration of its Term if this Agreement has not been extended prior to such expiration.
c. Default. Further, either party may terminate this Agreement if the other party to this Agreement is in default under this Agreement. A party shall be in default if: (a) such party fails to pay any sum payable under this Agreement within fortyfive (45) calendar days after the same is due and payable; or (b) such party fails in any material respect to perform or comply with any of the other terms, covenants, agreements, or conditions of this Agreement and such failure continues for more than thirty (30) calendar days after written notice from the other party (MEvent of Default"). In the event that such a default (other than a default in the payment of money) is not reasonably susceptible to being cured within the thirty (30) day period, the defaulting party shall not be considered in default if it shall within such thirty (30) day period have commenced with due diligence to cure such default and thereafter completed with due diligence the curing of such default. In the event of an Event of Default, the party may, in its sole discretion, (a) extend the time for the other party to perform the applicable obligation(s) hereunder for a period of time acceptable to such Party beyond the cure period set forth in this Section 23(c), or (b) terminate this Agreement by giving written notice (as required under Section 23(d)) of such termination to the other party. d. Termination:
(1) Payment of Fees to AEG Upon Termination. In the event of termination of this Agreement prior to the expiration of the Term as set forth in Section 3, City shall pay AEG all fees earned to the date of City's termination. "Fees earned to date" shall be limited to the pro rata portion of the Base Fee earned for that Fiscal Year and the Room Night Goal set forth in Section 17(2)(a}(i). AEG shall not be entitled to any portion of an Incentive Fee for any Fiscal Year in which the Agreement is terminated due to AEG's breach or Event of Default of this Agreement, otherwise, the parties shall in good faith determine the portion of the Incentive Fee earned by AEG and the City shall pay AEG such Incentive Fee.
{2} Surrender of Premises. Upon termination or expiration of this Agreement, AEG shall surrender and vacate the
Facilities, Visitor Center, and WMML. The Facility, Visitor Center, WMML, and all equipment and furnishings therein shall be returned to the City in good repair, reasonable wear and tear excepted. All reports, records, including financial records, and documents maintained by AEG at the Facilities,

55575.38190\32220183.1
Item 1N - Page 39
Visitor Center, and WMML relating to this Agreement, other than materials containing AEG's proprietary information or property shall be immediately surrendered to City upon
termination or expiration of this Agreement.

24. City Officers and Employees: Non-Discrimination
a. Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to AEG, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to the AEG or to its successor, or for breach of any obligation of the terms of this Agreement. b. Conflict of Interest. AEG acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall AEG enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. AEG warrants that AEG 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. c. Covenant Against Discrimination. In connection with its performance under this Agreement, AEG 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"). AEG 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, AEG certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any AEG 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 AEG 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 nondiscrimination in city contracting.

25. Miscellaneous Provisions.
a. Patent and Copyright Infringement. To the fullest extent permissible under law, and in lieu of any other warranty by City or Contractor against patent or copyright infringement, statutory or otherwise:
(1) It is agreed that AEG shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement by AEG, or the normal use or sale arising out of the performance of this Agreement by AEG, infringes upon any presently existing U.S. letters

55575.38190\32220183.1
Item 1N - Page 40
patent or copyright and AEG shall pay all reasonable costs and damages finally awarded in any such suit or claim,
provided that AEG is promptly notified in writing of the suit or claim and given authority, information and assistance at AEG's expense for the defense of same, and provided and to the extent such suit or claim solely arises out of, pertains to, or is related to the negligence, recklessness or willful misconduct of AEG. However, AEG will not indemnify City if and to the extent the suit or claim results from: (1) City's alteration of a deliverable, such that City's alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by AEG when it is such use in combination which infringes upon an existing U.S. letters patent or copyright; or (3) any negligence, recklessness or willful misconduct of the City. (2) AEG shall have sole control of the defense of any such claim or suit and all negotiations for settlement in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at AEG's
expense. AEG shall not be obligated to indemnify City under any settlement that is made without AEG's consent, which shall not be unreasonably withheld. If the use or sate of such item is enjoined as a result of the suit or claim, AEG, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item
acceptable to City and extend this patent and copyright indemnity thereto.
b. Integrated Agreement. This Agreement, including the attached exhibits, contains the entire agreement of the parties and supersedes all prior and contemporaneous agreements and understandings, oral or otherwise, among the parties with respect to the matters contained in this Agreement and may not be modified or amended except as set forth in this Agreement.
c. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be invalid under the appllcable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement.
d. Amendments. This Agreement shall not be altered, modified, or amended in whole or in part, except in a writing executed by both the City and AEG.

55575.38190\32220183.1
Item 1N - Page 41
e. Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, successors and assigns as permitted herein.
f. Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be personally delivered, sent by registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by electronic transmission, and shall be deemed received upon the earlier of: (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business calendar days after the date of posting by the United States Postal Service if by mail; or (c) when sent if given by electronic transmission. Any notice, request, demand, direction, or other communication sent by electronic transmission must be confirmed within forty-eight (48) hours by letter mailed or delivered . Notices or other communications shall be addressed as follows:

To City:

With a copy to:

To: AEG:

With a copy to:

City Manager
City of Palm Springs
3200 East Tahquitz Canyon Way
Palm Springs, CA 92262
City Attorney
City of Palm Springs
3200 East Tahquitz Canyon Way
Palm Springs, CA 92262
[email protected]
AEG
Attn: General Manager
Palm Springs Convention Center
277 North Avenida Caballeros
Palm Springs, CA 92262
Fax: (760) 778-4102
Charles Steedman
Chief Operating & Development Officer
AEG Facilities, LLC
800 West Olympic Blvd.

Los Angeles, CA 90015
g. Counterparts. This Agreement may be executed in one or more counterparts and each of such counterparts, for all purposes, shall be deemed to be an original, but all of such counterparts together shall constitute but one and the same instrument, binding upon the parties, notwithstanding that all of the parties may not have executed the same counterpart.
h. Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party

55575.38190\32220183.1
Item 1N - Page 42
against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions hereof.
i. No Partnership or Joint Venture. Nothing herein contained is intended or shall be construed in any way to create or establish the relationship of partners or a joint venture between City and AEG.
j. Force Majeure and Casualty.
(i) Force Majeure. The performance of each party's obligations under this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the affected party (financial inability excepted) if the affected party, within ten (10) calendar days following the commencement of such delay, notifies the other party in writing of the causes of the delay. Unforeseeable causes include, but are not limited to any event beyond the reasonable control of either party including, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City.
(ii) Casualty. In the event of damage or destruction to a material portion of the Facilities by reason of fire, storm or other casualty loss that renders the Facilities (or a material portion thereof) untenable ("Casualty Lossn), and the City elects not to remedy such situation such that such damage or destruction is expected to render the Facilities (or a material portion thereof) untenable for a period estimated by an architect selected by the City at AEG's request, of at least one hundred eighty (180) days from the date of such Casualty Loss, either party may terminate this Agreement upon written notice to the other, provided that (a) while the City shall not be required to pay any compensation to AEG during the period that the Casualty Loss continues, including pursuant to Section 17(a}; provided however, that the City shall not be relieved of its obligation to pay to AEG its Fees due under Section 17(a) for the period leading up to date of the Casualty Loss; and (b) in the event the Facilities once again become tenable at any time during the Term, this Agreement shall, at the option of AEG, once again become effective and AEG shall manage and operate the Facilities under the terms hereof for the remainder of the original Term.
k. Compliance with Law. AEG warrants and covenants that all Services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations.

I. Independent Legal Counsel and Tax Advice. Each Party acknowledges that is has been represented by independent legal counsel of its own choice and has obtained Its own tax advice throughout all of the negotiations that

55575.38190\32220183.1
Item 1N - Page 43
preceded the execution of this Agreement or has knowingly and voluntarily declined to consult legal counsel or obtain tax advice, and that each Party has executed this Agreement with the consent and on the advice of such independent legal counsel or other tax advisor.
m. No Third Party Beneficiaries. 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 otheiwise, upon any entity or person not a party to this Agreement.
n. Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. o. 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 and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.
p. Responsibilities of the Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless specified herein, neither party shall be responsible for the service of the other.
q. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound.
r. Incorporation of 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.
s. Plastic and Styrofoam Use. The City is in the process of developing citywide regulations for use of plastics and Styrofoam. Once the City municipal code has been modified, then AEG shall comply with those provisions. In the interim, the following restrictions apply to single-use food ware associated with food service operations at the Facilities:

55575.38190\32220183.1
Item 1N - Page 44

1. Materials made of expanded polystyrene (EPS) foam are prohibited.

2. Plastic straws are generally prohibited. A limited number should be kept on hand to be distributed on request to individuals that may need it to accommodate disabilities.

3. Single-use food ware that is biodegradable is encouraged wherever possible.

4. If single-use plastic food ware is necessary, it will be limited to PET and HOPE (codes 1 and 2).

26. Minor Modifications/Additjonal Terms to Be Finalized. The provisions of this Agreement require a close degree of cooperation between the parties and "Minor Changes" to this Agreement may be required from time to time. "Minor Changes" mean changes to this Agreement that do not result in a change to the Section 17 Compensation (except for the definition of Consumer Price Index which shall be considered subject to Minor Changes) in effect on the Execution Date, including but not limited to those terms and conditions still under discussion between the parties and yet to be finalized which are contained in Exhibit E attached hereto.

Accordingly, the parties may mutually agree they will cooperate in good faith to make "Minor Changes" to this Agreement to be evidenced by their approval and execution of an Noperating memorandum" reflecting such Minor Changes including but not limited to those terms and conditions referred to on Exhibit E attached hereto. To the extent permitted by Applicable Law:
a. Neither the Minor Changes nor any Operating Memorandum shall require public notice or hearing.
b. The City Attorney and City Manager shall be authorized to determine whether proposed modifications and refinements are "Minor Changes" subject to this Section 26 or more significant changes requiring amendment of this Agreement.
c. The City Manager may execute any Operating Memorandum without City Council action and provide notice to the City Council.

The parties acknowledge and agree that this Agreement is subject to the parties finalizing the term and conditions in Exhibit E and should the parties fail to come to a final agreement on the terms and conditions in Exhibit E, this Agreement shall be null and void.

55575.38190\32220183.1
Item 1N - Page 45
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
"CITY.,
City of Palm Springs
Da~=--.-~~ ·-~--?~~-~- Q_/___ y _
APPROVED AS TO FORM: ATTEST
--,,
By:g~j3~,/? Jffn~ ealliger
City Attorney
APPROVED BY CITY COUNCIL:

Date: ___ Agreement No. _ _
Corporations require two notarized signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer. "AEG"
AEG Management Palm Springs, LLC, a Delaware limited liability company 55575.38190\32220183.1
Byp~-sd; Signature

J!:tilt ~ £. (;e.:11,c..t(!1t;lf{g
Printed Name/Titl~ ~
5QC...

APPROVED IY CITY COUNCIL
1\ 'l'3qj 58. I I
Item 1N - Page 46

ACKNOWLEDGMENT
A notary public or other officer completing this -
certificate verifies only the Identity of the Individual who signed the document to which this certificate is
attached, and not the truthfulness,_ accuracy, or
validitv of that document.

State of Cal~mla ~ ':

County of J::QS !J!lgt~ S }
On ::'.S}A ~¥ ~w, ~ O l"i . before IM, C, b.c1;S!:u,.g_ Ul l!!a.d {\)Qt~ bh i (insert name and tltl . of the r)
personally appeared Chi f lo s \:\., Steed row ' . who proved to me on the basis of satisfactory evidence to be the ~rso'ft$.) whose name~ s. ubscrlbed to the within instrument and acknowle~ ~d to me thatt)'~e~ executed the same In ~ /t~r authorized capacl~ ), and that by~ 1-(/tftaif signatu~e"(st_on the instrument the pirso~ or the entity upon behalf of which the person'('s.l_ acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. • ·
WITNESS my hand and officlal seal.

Slgnatu~.£Ja@· · (Seal)

CHRISTINE DAVIE
Comm. 12161840
Notary Public• C.llfornla ~ Los Angeles County I
Comm. ElqlireSAug Sl, 2020 - - 4 ¥ 4 ¥
Item 1N - Page 47
·- , :it . ~ j O '· (.
' I• - ~ ' ~' : •. .• . ,-• ,
1! 'yH!t;tJ ·• 1~) ~•-,t..· h ....
t;. ,~: •. • P'-' '' . '"''!l' ·' ~- ... --- ,. . .

Item 1N - Page 48

ACKNOWLEDGMENT
A notary public or other officer completing this .
certificate verifies onlf the Identity of the Individual who signed the document to which this certificate Is
attached, and not the truthfulness,. accuracy, or
valldltv of that document.

State of Callfomla
County of LOS ~us )
On .::Sul~ J lo , J. (){(j before me, C hrts-1:1 M.Dtl a/LI IQ±~ f lill-1 ,; (insert name and title of the o . · r) personally appeared ~Qho E~ K C(MQ ,l[ ' - who proved to me on the basis of satisfactory evidence to be the f)ersori{s) whose name'OOQ)lm:e subscribed to the within Instrument and acknowledged to me tha~ s~/th(zy executed the same in ~ /t~r authorized capacity(~ . and that b~ ~ir signature~ on the instrument the person~ or the entity upon behalf of which the person~ cted, executea the Instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. -
WITNESS my hand and official seal.

Signatui~ ~2:!:f' · (Seal)

CHRISTINE DAVIE
Comm. 12161840 IA
Notary Public• C1llfornl1,:

Los Angeles County •
Comm. Expires~ JI, JOJO
Item 1N - Page 49
' '
~---
Item 1N - Page 50

EXHIBIT A
scopE OF MANAGEMENT SERVICES
The Management Services to be provided by AEG, include, but are not necessarily limited to the following:

1. Manage, operate, maintain and promote the Convention Center in a manner that is consistent with other comparable facilities providing similar services throughout the United States;

2. Plan, coordinate and administer operation of the Facilities;

3. Negotiate, execute and perform contracts, use agreements, licenses and other agreements: (a) with persons who desire to schedule events. performances, telecasts, broadcasts or other transmissions in, from or to the Facilities or who desire otherwise to use the Facilities or any part thereof; or (b) that otherwise pertain to the use, operation, marketing, promotion and occupancy of the Facilities or any part thereof vendors and subcontractors providing services within the Facilities such as food and beverage, utility distribution, Wi-fi, data, etc. subject to review and written approval by the City Manager;

4. Negotiate, execute and perform contracts, use agreements, licenses and other agreements: (a) for all sponsorships, including, but not limited to, the use of advertising space in or about the Facilities and all advertising rights of whatever kind or nature related to the Facilities, and (b) for the sale, promotion, marketing and use of all names, trademarks, trade names, logos and similar intangible property relating solely to the Facilities;

5. Operate, procure or cause to be operated: (a) concessions within the Facilities for the sale of food, beverages, souvenirs, novelties and programs, and (b) clubs and restaurants within the Facilities. AEG shall endeavor to solicit local businesses to the extent possible for all concessions, and shall cooperate with City and City Manager shall have final approval regarding the selection of concessionaire(s).

6. Furnish all services, personnel, materials, tools, machinery, equipment and other items necessary to accomplish the foregoing requirements including hiring, training, paying and supervise all personnel hired at the Facilities;

7. Devise and implement procedures reasonably designed to keep the Facilities in good order and condition, subject to ordinary wear and tear, and maintain the Facilities in such order and condition; A-1
55575.38190\32220183.1
Item 1N - Page 51

8. Coordinate all advertising, licensing, promotional activities, marketing, and public relations for the Facilities in coordination with the Tourism Services to be provided under this Agreement;

9. Within one-hundred twenty (120) days of assuming control of Facilities, submit a five-year strategic plan for the Facilities

10. Submit a written business/sales plan (henceforth referred to as the "Plan") for the year commencing on or before June 1 of each Contract Year of the Term of this Agreement for approval by City, which approval shall be exclusive to the City and shall not be unreasonably withheld or delayed.

The sales plans shall be consistent with the policy that the primary role of AEG's convention sales division is to sell space in the Facilities. The Plan shall include, but not be limited to:
a. A summary of actual performance against goals for the previous Fiscal Year, including reasons for significant divergence from goals. b. A summary of the impact of competitive destinations and facilities, including enhancements to the convention product made in these destinations during the previous Fiscal Year.
c. An overview of the strengths, weaknesses, opportunities and challenges with respect to the Palm Springs convention destination, focusing on changes occurring during the previous Fiscal Year. d. A description of the action plan for the upcoming Fiscal Year. e. A statement of goals for the upcoming year. Goals should include all areas tied to incentive fees, as well as other goals that can include but are not limited to events by type, attendance by type, occupancy, and economic impact.
11 . Establish and maintain consistent procedures for cost estimating and reporting, maintenance and payment of invoices;

12. Monitor actual and projected expenses;

13. Within six (6) months following the approval by the City Council of this Agreement, AEG shall compile an inventory of all furniture, fixtures and equipment which are part of the Facilities or have been otheJWise paid for by or on behalf of the City with a minimum initial purchase of $1,000. AEG shall be required to update the inventory on the third anniversary of the Effective Date, in accordance with generally accepted accounting principles (GAAP) for fixed assets. The updated inventory may capitalize the assets and shall be presented to the City concurrent with the Annual Audit required pursuant to Section 11.

A-2
55575.38190\32220183.1
Item 1N - Page 52

14. Meet monthly with primary hotel partners to discuss cooperative sales efforts, the status of current sales prospects, and to report on business currently booked at the Facilities.

15. Manage and operate the Facilities so as to minimize expenses and maximize revenues; provided, however, that AEG, in establishing and implementing its booking policies, may schedule not only those events that generate substantial direct revenue to the Facilities, but also those events that produce less direct revenue but, in AEG's good faith judgment, generate either a significant economic, cultural or other benefit to City or otherwise serve the public interest;

16. Not permit the use of the Facilities without charge for such use, absent City Manager's prior written consent;

17. Maintain the Facilities in good condition, reasonable wear and tear excepted and continue maintenance procedures which will keep the Facilities in good condition and working order, reasonable wear and tear excepted. Without limiting the foregoing, the parties acknowledge that the overall appearance and maintenance of the Facilities are important to client relations, promotions and marketing of the Facilities. Consistent therewith, AEG shall perform general routine maintenance of the entire Facilities consistent with a first-class facility comparable to other facilities providing similar services throughout the United States, and, in particular, AEG shall provide specialized maintenance for the air conditioning chiller units in accordance with the recommendations and/or schedules of the manufacturer, using competent, properly trained personnel; and

18. Require that all persons using the Facilities or attending events therein comply with all legal requirements of all governmental authorities having jurisdiction over the Facilities, and that the use of the Facilities complies with all applicable laws including, but not limited to, civil rights statutes, the Americans With Disabilities Act, and specifically, Palm Springs Municipal Code 7.09.040 "Non-discrimination in contracting." AEG shall prepare appropriate facility rental / use application forms requiring applicants to certify and confirm compliance with all applicable laws, including PSMC

7.09.040.

19. Select a General Manager. AEG shall identify and the City shall approve any selected General Manager to be assigned to the Convention Center upon execution of this Agreement. In the event AEG requests to substitute the General Manager during the term of this Agreement, AEG shall first coordinate with the City Manager and provide a list of persons with requisite experience and references as the selection of the new General Manager. The City Manager shall have final approval of any replacement or substitute. approval by the City Manager.

A-3
55575.38190\32220183.1
Item 1N - Page 53

20. Ensure compliance with all City policies defined in the Palm Springs Municipal Code including but not limited to local preferences, nondiscrimination, and locally-owned businesses. 55575.38190\32220183.1
Item 1N - Page 54

EXHIBIT B

SCOPE OF TOURISM SERVICES
The Tourism Services to be provided by AEG, indude, but are not necessarily limited to the following:

1. Manage and operate the Palm Springs Visitor Center.

2. Advertise and otherwise promote tourism to the City of Palm Springs, including, but not limited to:
a. Generating positive awareness of the City as a destination choice for leisure travelers;
b. Stimulating interest and desire on the part of domestic and international customers to take action and visit;
c. Planning special events as the City Council may from time to time request;
d. Creating positive awareness, support and participation in the City's tourism marketing programs.

3. Prepare an annual business marketing plan as follows:
a. Each year during the Term, except during the initial year of the Agreement, on or before June 1, AEG shall submit to the City the "Annual Business Plan," which is a proactive business marketing plan which includes a detailed list of each of the programs and duties AEG shall perform pursuant to this Agreement for the next Fiscal Year. In the initial year of this Agreement, AEG shall be required to submit its Annual Business Plan no later than December 1, 2019. AEG shall perform its obligations under this Agreement as authorized pursuant to the approved Annual Business Plan.
b. Each Annual Business Plan shall include the following:
55575.38190\32220183.1
(1) An Executive Summary;
(2) A statement, restatement or update of AEG's marketing mission as applicable;
(3) A discussion of the prior Annual Business Plan, if any, the extent to which the objectives were achieved, and an
B-1
Item 1N - Page 55
55575.38190\32220183.1
explanation thereof including, but not limited to, the
challenges of the prior year;
(4) A list of all major objectives for the upcoming year; (5) Planned events and activities for the new year;
(6) An analysis of the challenges projected for the upcoming year including, but not necessarily limited to, marketplace complications which act as or are perceived to be
impediments to success, which include major challenges, such as competitive city hotel inventories, other marketing budgets, economic conditions, and other conditions which may unfavorably impact AEG's ability to create customer share of mind and market;
(7) An explanation of the results expected to be achieved in the upcoming year including projected goals in firm numbers; (8) An update on any additional research gathered in the previous year;
(9) A market analysis of travel trends and visitor trends for the upcoming year, including, but not limited to, relevant national trends;
(10) An analysis of the market segments to be targeted in the upcoming year;
(11) Major strategies to be undertaken including, but not necessarily limited to:
(a) Advertising;
(b) Public relations;
(c) Direct marketing;
( d) Direct sales; and
(e) Promotional and cooperative opportunities, including, but not limited to, trade shows and sales forums;
(12) A comprehensive marketing calendar indicating the
implementation of all major strategies by month;
(13) A detailed budget; and
B-2
Item 1N - Page 56
(14) Strategies to modify and improve the operation of the Visitor Center aimed at making it more efficient,
accessible and informative to international, national and regional visitors.
c. Any significant change in the Annual Business Plan shall first be approved by the City Manager.

4. In conjunction with the City and community stakeholders, provide public relations and promotional support for special events as requested by the City.

5. Maximize marketing funds and results by leveraging increased marketing support and synergism with other principal partners, including the Convention Center and the Greater Palm Springs Convention and Visitors Bureau.

6. Establish a tracking system that identifies and measures key activities performed by AEG including productivity and return on investment.

7. Maintain a community relations plan that encourages stakeholder input and consensus.

8. Negotiate, execute and perform contracts, use agreements, licenses and other agreements that pertain to the operation, marketing or promotion of the Visitor Center and/or tourism within Palm Springs subject to those restrictions set forth in this Agreement.

9. Establish and maintain consistent procedures for cost estimating and reporting, maintenance and payment of invoices, including preparation of the Tourism Budget, a line item budget and reports as described herein.

10. Monitor actual and projected operating expenses incurred by AEG in the performance of its duties under this Agreement. Make prompt payment of all expenses from funds made available for that purpose. 11 . Maintain a website designed to promote the City as a tourist destination. All City owned and/or operated amenities shall appear first on any listing or categorization of such amenities on said webpage.

12. Maintain the Visitor Center in good condition, reasonable wear and tear excepted and continue maintenance procedures which will keep the Facilities in good condition and working order, reasonable wear and tear excepted.

B-3
55575.38190\32220183.1
Item 1N - Page 57

13. Select a Director of Tourism. It is anticipated that the current Director of Tourism will continue in that role as of the time of the Effective Date.

In the event that there is a need to identify a new Director of Tourism, AEG shall identify and the City shall approve any selected Director of Tourism. In the event AEG requests to substitute the Director of Tourism during the term of this Agreement, AEG shall first coordinate with the City Manager and provide a list of persons with requisite experience and references as the selection of the new Director of Tourism. The City Manager shall have final approval of any replacement or substitute.

14. The Director of Tourism shall outreach to and involve the broad spectrum of tourism within the City, including representatives of large hoteliers, medium hoteliers, small hoteliers, vacation rentals, gay tourism, the Uptown Design District merchants association, the Mainstreet association, restaurateurs, the Convention Center, significant attraction venues, and other similar groups or persons as identified by the City Manager. Such outreach and involvement may include the formation of an advisory committee consisting of representatives of this broad spectrum of tourism. The Director may refer issues to this advisory committee for comment and advice relating to the promotion of Palm Springs as a tourist destination, including, but not limited to, marketing, coordination of activities with Palm Springs businesses, the Annual Performance Review, and other responsibilities of AEG provided in the Agreement. In the event the City Council by ordinance or resolution establishes a committee, commission, or board to advise the City and/or the Director on tourism matters, the Director shall serve as Secretary, and shall provide all necessary or appropriate staff support, to such body.

B-4
55575.38190\32220183.1
Item 1N - Page 58

EXHIBIT C

SCOPE OF WELWOOD MURRAY MEMORIAL LIBRARY SERVICES
The Welwood Murray Memorial Library ('WMML") Services to be provided by AEG, include, but are not necessarily limited.to the following:

1. Provide tourism and related services at the WMML during normal operating business hours, 9AM to 9PM daily, including holidays (except New Year's Day, Thanksgiving Day, and Christmas Day) unless otherwise modified at the discretion of the City Manager. AEG shall assign two employees to cover WMML operations. AEG staff shall arrive 30 minutes prior to opening and stay 15 minutes after closing to handle day-to-day opening/closing procedures.

2. The City's Library Director may dedicate one City employee to be in responsible charge of the daily management of the WMML, who will oversee AEG's assigned employees at the WMML.

3. AEG's employees assigned to WMML shall share library duties in the WMML, particularly printing, computer assistance, issuing restroom keys, newspaper and magazine processing, sorting mail, cash reconciliation, and purchasing, order and stocking basic office supplies (at AEG expense).

4. AEG shall maintain brochure rack spaces for itself, the City Library and the Historical Society. AEG shall maintain one designated display case for the Visitor's Center.

5. AEG may collect and retain revenue from printing to cover its costs for same.

6. AEG shall coordinate with the City's Library staff on the reservation and use of the Cornelia White Community Room, and provide assistance with opening and closing the room for scheduled meetings, and for operating the City's audio and visual equipment (as required). All revenue from room rentals shall be coordinated directly with the City's Library staff.

7. AEG shall assume responsibilities for compliance with City or County regulations when WMML is designated as a "Cooling Center" (activated when high temperature will reach or exceed 97°F, June 1 through October 15), requiring distribution of water and snacks (furnished by County).

8. AEG shall provide the City Library staff with a monthly report showing door counts and total visitors, with comparison to prior year, issues of interest or concern, or other information as requested by the City.

D-1
55575.38190\32220183.1
Item 1N - Page 59

EXHIBIT P

TRANSITION SERVICES AGREEMENT
During the Transition Period, AEG shall, subject to the terms and conditions of this Agreement, provide the following services in accordance with the Transition Seivices Agreement at no cost to the City (the "Transition Services"):
55575.38190\32220183.1
(1) Review, provide suggested revisions to and confer with the City on suggested revisions to the 2019-2020 Budget;
(2) establish and develop operating plans, practices and procedures for Facilities operations;
(3) start to build and develop brand marketing strategies with respect to the Facilities, for the industry;
(4) establish, implement and monitor the accounting, security, human resources, marketing and regulatory compliance
systems;
(5) establish benchmark standards and build reporting platforms with respect to the operation of the Facilities;
(6) recruit, select and hire Facility Personnel and implement necessary procedures, techniques and training programs to obtain and evaluate qualified applicants;
(7) conduct, or assist with, relevant background checks relating to suitability standards and other matters, for potential Facility Personnel;
(8) build and implement financial reporting systems, cash management plans and Event settlement mechanisms;
(9) undertake risk assessment, underwriting and claims
management systems;
(10) build safety, security and risk policies and procedure operating manuals and liaise with applicable Governmental Authorities with respect to the foregoing;
(11) coordinate the Facility's food and beverage and concessions operator(s);
(12) in connection with the foregoing, (i) assign a direct individual representative of AEG (the "AEG Representative") who will attend in-person meetings and general consultations during Item 1N - Page 60
5557 5.38190\32220183.1
the Transition Period and (ii) to the extent necessary, marshal other resources of AEG's affiliates; provided that City shall reimburse AEG for the expenses of AEG
Representatives and any other resource that is required to travel to Facilities or to meet with Owner, in each case as incurred in connection therewith during the Transition Period.

Item 1N - Page 61

EXHIBIT E

ADDITIONAL TERMS TO BE FURTHER DISCUSSED AND NEGOTIATED BY THE

PARTIES
All provisions agreed upon and inserted into the body of the Agreement 55575.38190\32220183.1
Item 1N - Page 62
OPERATING MEMORANDUM NO. 1
TO AGREEMENT FOR TOURlSM AND MANAGEMENT SERVICES

BY AND BETWEEN AEG MANAGEMENT PALM SPRJNGS, LLC

AND THE CITY OF PALM SPRJNGS
The purpose of this Operating Memorandum No. 1 is to correct the Welwood Murray Memorial Library (WMML) Budget for 2019-2020.

A. Authority

1. This Operating Memorandum No. I ("Operating Memorandum") is entered into as of January Ji., 2020, by and between the CITY OF PALM Springs (the "City") and AEG MANAGEMENT PALM SPRINGS, LLC, a Delaware limited liability company ("AEG").

2. This Operating Memorandum is entered into in accordance with the tenns of Section 26 of the AGREEMENT FOR TOURISM AND MANAGEMENT SERVICES, dated July I 0, 2019 (the "Agreement"). Section 26 of the Agreement expressly authorizes the parties to enter into this Operating Memorandum in order to make mutually acceptable refinements and adjustments with respect to the performance of the Agreement. Capitalized terms used but not defined in this Operating Memorandum shall have the meanings given in the Agreement.

B. Background and Facts.

This Operating Memorandum is entered into with reference to the following background and facts:

C.

1. The City has received invoices relating to the operation and management of the Welwood Murray Memorial Library (WMML) from AEG, included as Exhibit "A", and realized a discrepancy;

2. AEG identified an annual budget of $97,200, consistent with their 2019-2020 budget for "Other Income" as approved by the City Council on July l 0, 2019;

3. Section l 5(c) of the Agreement provides for an annual budget of $85,750, reflecting the prior management agreement's adjusted base amount;

3. AEG and the City desire to update the Agreement to reflect the approved budget amount.

Agreement.

City and AEG hereby agree that the amount of $97,200 shall be reflected in Section 15( c) of the Agreement in the place of $85,750.

D. Counterparts.

This Operating Memorandum may be executed in counterparts, which when executed by the parties shall together constitute one and the same document. 55575.38190\32596344. 1 1
Item 1N - Page 63
fN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
"CITY"
City of Palm Springs
Date: ~ " By
-L_:;::.,~-~--- : ;:? .
~. ~ -
David 1-J . Ready, PhD , ..D
City Manager V7\
APPROVED AS TO FORM: ATTEST
Bq :JtiZ:i-~
City Attorney

APPROVED BY CITY COUNCIL
"AEG"
I\V 'tft ill ~ v;µ(}
AEG Management Palm Springs, LLC, a Delaware limited liability company By:_ ~ ~
Signature
~~ N€WMaV\ fre&idek:t\: I
Printed Narnerritle
555 75, 38190\32596344. 1 2
By:-------------
Signature
Printed Namerritle
Item 1N - Page 64
Income
Advertising
Ad Sales
Total Advertising Revenue
Gift Shop
Gift Shop Merchandise
Cost of Goods Sold
Net Gift Shop Revenue
Other Income
Total Income
Expenses
Wages and Benefits
Contract Services
General and Administrative
Repairs and Maintenance
Supplies
Utilities
Total Expenses
Operating Excess (Deficit)
Palm Springs Visitor Information Center
Summary Draft Budget
2019 · 2020
Forecast
07/01/18-
06/30/19
72,400
72,400
224,000
(114,000}
110,000
85,750
268,150
343,522
21,018
30,082
2,818
3,725
32,666
433,831
(165,681)
Budget
07/01/18 -
06/30/19
70,000
70,000
224,000
(114,000}
110,000
85,750
265,750
350,000
21,478
29,763
2,885
3,000
24,600
431,726
{165,976)
Capital Expenditure from Operatons
Total Draw Requirement (165,681) {165,976)
Budget Variance F/(U)
07/01/19 - To Prior
06/30/20 Budget I% Change
72,000 2,000 3%
72,000 2,000 3%
224,000 0%
{114,000} 0%
110,000 0%
97,200 11,450 13%
279,200 13,450 5%
375,000 25,000 7%
23,000 1,522 7%
30,000 237 1%
3,000 115 4%
4,000 1,000 33%
34,000 9,400 38%
469,000 37,274 9%
(189,800) {23,824) 14%
{189,800) {23,824) 14%
Item 1N - Page 65
Convention Center & Bureau of Tourism

CALIFORNIA
Like no place else.™
Revenues:

Palm Springs Bureau of Tourism
Palm Springs Visitors Center and Welwood Murray Memorial Library Proposed Budget Variances
2019-2020 Budget vs 2018-2019 Budget
Overall 8% Increase in Total Revenue
Expenses:

Overall 0% Increase in Total Expenses
Employee Wages and Benefits - $38k Increase
Bureau - $13k increase, estimated 3% growth in wages and benefits.

Visitors Center - $14k increase due to increase in mandatory state minimum wage rate.

Library - $1 lk increase due to increase in mandatory state minimum wage rate.

Fulfi Llrnent - $1 Ok Decrease
Bureau - Decrease based on 2018/2019 activity.

General Marketing - $40k Decrease
Bureau - Reduction in marketing to offset other increased expenses.

Travel and Trade Shows - $4k Increase
Bureau - Increase based on 2018/2019 activity.

Fam Trips and Missions - $15k Increase
Bureau - Increase based on 208/2019 activity.

Utilities - $9k Increase
Visitors Center - $7k over budget in electricity for fiscal year 2018/2019. Projecting 4% increase in electricity over 2018/2019 actual.
277 N Avenida Caballeros, Palm Springs, CA 92262 (760) 325-6611 Fax (760) 778-4102 www.palmspringscc.com and www.visitpalmsprings.com
Item 1N - Page 66

CALIFORNIA
March 28, 2019
City of Palm Springs
Mr. David Ready
3200 E Tahquitz Canyon Way
Palm Springs, CA 92262
Dear Mr. Ready,
Convenlion Center & Bureau of Tourism
Like no place else.™
Transmitted herewith for your review and consideration are the Palm Springs Convention Center, Palm Springs Bureau of Tourism and Palm Springs Visitors Center proposed budgets for fiscal year 2019/2020.

Please let us know if you have any questions regarding the proposed budgets.

Sincerely,
James Canfield
Executive Director
Eileen Reilly
Director of Finance
cc: Nancy A. Pauley
277 N Avenida Caballeros, Palm Springs, CA 92262 (760) 325-6611 Fax (760) 778-4102 www.palmspringscc.com and www.visitpalmsprings.com
Item 1N - Page 67
Convention Center & Bureau of Tourism

CALIFORNIA
Li ke no place else.™
Proposed Budget
Fiscal Year 2019/2020
277 N Avenida Caballeros, Palm Springs, CA 92262 (760) 325-6611 Fax (760) 778-4102 www.palmspringscc.com and www.visitpalmsprings.com ~
Item 1N - Page 68
Contents
Palm Springs Convention Center
Summary Draft Budget
PSCC Proposed Budget Variances
Palm Springs Bureau of Tourism
Tourism Summary Draft Budget
Visitor Information Center Summary Draft Budget
PSBOT /PSVIC Proposed Budget Variances
Item 1N - Page 69
Income
Direct Event Income
Rental
Services
Total Direct Event Income
Ancillary Income
Audio Visual
Information Technology
Concessions
Catering
Parking
Electrical
Total Ancillary Income
Total Direct and Ancillary Income
Other Income
Outside Catering
Other Operating Income
Total Other Income
Total Income
Expenses
Wages and Benefits
Contracted Services
Operations
Repairs and Maintenance
Supplies
Insurance
Utilities
Marketing
General and Administrative
SMG Management Fee
Total Expenses
Operating Excess (Deficit)
Palm Springs Convention Center
Summary Draft Budget
2019 - 2020
Forecast
07/01/18 -
06/30/19
936,328
188,344
1,124,672
289,035
119,857
99,885
811,817
64,713
80,695
1,466,002
2,590,674
30,149
117,554
147,703
2,738,377
2,401,063
459,106
55,038
163,440
56,018
41,051
137,139
228,540
182,242
230,438
3,954,075
(1,215,698)
Budget
07/01/18 -
06/30/19
1,047,377
174,124
1,221,501
240,794
148,638
103,665
687,940
69,740
84,600
1,335,377
2,556,878
38,000
112,000
150,000
2,706,878
2,478,600
465,657
46,715
102,730
56,200
56,387
132,016
245,629
205,006
230,438
4,019,378
{1,312,500)
Budget
07/01/19 -
06/30/20
1,043,499
194,500
1,237,999
288,219
149,753
95,885
874,311
79,937
86,381
1,574,486
2,812,485
30,000
117,000
147,000
2,959,485
2,505,743
487,157
48,174
124,359
56,200
49,616
141,496
239,591
210,337
237,812
4,100,485
(1,141,000)
Variance F/(U)
To Prior
Budget %Change
(3,878) 0%
20,376 12%
16,498 1%
47,425 20%
1,115 1%
(7,780) -8%
186,371 27%
10,197 15%
1,781 2%
239,109 18%
255,607 10%
(8,000) -21%
5,000 4%
(3,000) -2%
252,607 9%
27,143 1%
21,500 5%
1,459 3%
21,629 21%
0%
(6,771) -12%
9,480 7%
(6,038) -2%
5,331 3%
7,374 3%
81,107 2%
171,500 -13%
Item 1N - Page 70
Convention Center & Bureau of Tourism

CALIFORNIA
Like no place else.™
Palm Springs Convention Center
Proposed Budget Variances
2019-2020 Budget vs 2018-2019 Budget
Revenues:

Overall $253k Increase in Total Income
Direct Event Income - $16k Increase
Due to increase in event activity.

Ancillary Income - $239k Increase
Due to increase in event activity.

Other Income - $3k Decrease
$8k decrease in Outside Catering and $5k increase in advertising revenue based upon 18/19 trend.

Expenses:

OveraJI $81 k Increase in Total Expenses
Employee Wages and Benefits - $27k Increase
Estimated 3% growth in wages/benefits including mandatory state mfaimum wage increases.

Contract Services - $22k Increase
Increased Security, Landscaping and Night Cleaning due to mandatory state mfaimum wage increases.

Operations - $ 1 k Increase
No significant variance from prior year budget
Repairs and Maintenance - $22k Increase
Increase in building repairs due to age of facility and equipment.

Supplies - $Ok Increase
No significant variance from prior year budget.

Insurance - $7k Decrease
Decrease in insurance premiums due to SMG negotiations with carriers.

Utilities - $9k Increase
Increased water and gas consumption due to increase in event attendance along with 4% projected rate increases.
277 N Avenida Caballeros, Palm Springs, CA 92262 (760) 325-6611 Fax (760) 778-4102 www.palmspringscc.com and www.visitpalmsprings.com
Item 1N - Page 71
Marketing - $6k Decrease
Decrease due to decrease in advertising costs.

General and Administrative - $5k Increase
Increased payroll processing fees due to new regulations, increased credit card processing fees due to volume, increased supply costs and audit fees.

SMG Management Fee - $7k Increase
Increase based on CPI annual percentage increase of3.2% at Jan 31, 2019. 277 N. Avenida Caballeros, Palm Springs, CA 92262 (760) 325-6611 Fax (760) 778-4102 palmspringscc.com
Item 1N - Page 72
Income
Advertising
Ad Sales
Other Income
Total Income
Expenses
Marketing
Advertising
Fulfillment
General Marketing
International Marketing
In-Market
Trade & Travel Shows
Fam Trips & Missions
Visitors Center
Total Marketing
General
Wages and Benefits
Contracted Services
General and Administrative
Utilities
Total General
Total Expenses
Operating Excess (Deficit)
Capital Expenditure
Total Draw Requirement
Palm Springs Bureau of Tourism
Summary Draft Budget
2019 - 2020
Forecast Budget Budget
07/01/18 -
06/30/19
07/01/18 - 07/01/19 -
45,S29
6,S37
52,066
753,203
92,306
206,235
128,024
9,640
72,928
98,367
165,538
1,526,241
474,862
95,204
38,995
2,764
611,825
2,138,066
(2,086,000}
(2,086,000}
06/30/19
42,000
6,000
48,000
750,000
106,253
227,707
132,000
10,000
57,100
71,000
165,976
1,520,036
479,723
93,643
37,118
3,480
613,964
2,134,000
(2,086,000}
(2,086,000}
06/30/20
45,500
6,500
52,000
750,000
95,741
188,200
128,024
9,640
60,928
86,367
189,800
1,508,700
492,300
95,000
39,000
3,000
629,300
2,138,000
(2,086,000}
{2,086,000}
Variance F/{U)
To Prior
Budget
3,500
500
4,000
(10,512)
(39,507)
{3,976)
(360)
3,828
15,367
23,824
{11,336)
12,577
1,357
1,882
(480)
15,336
4,000
I% Change
8%
8%
8%
0%
-10%
-17%
-3%
-4%
7%
22%
14%
-1%
3%
1%
5%
-14%
2%
0%
0%
0%
Item 1N - Page 73
\,.
;
i

AGREEMENT FOR TOURISM AND MANAGEMENT SERVICES

BY AND BETWEEN
THE CITY OF PALM SPRINGS, a California Charter City
55575.38190\32220183.1
AND

AEG MANAGEMENT PALM SPRINGS, LLC,
a Delaware Limited Liability Company
DATE7~ , 2019

Item 1N - Page 74
THIS AGREEMENT FOR. TOURISM AND MANAGEMENT SERVICES, (the "Agreement"), dated Julya2Z, 2019, by and between AEG Management Palm Springs, LLC, a Delaware limited liability company, ("AEG"), and the. CITY OF PALM SPRINGS, a municipal corporation and Charter City of the state of California ("City").

RECITALS
A. The City is the owner of the Palm Springs Convention Center located at 277 N. Avenida Caballeros, the Jackie Lee Houston Plaza located at the southwest corner of Amado Road and Calle Alvarado, and the East Lot · (also known as the 10 acre parcel located at the southeast corner of Avenida Caballeros and Amado Road) (the "Facilities"), and AEG is an organization with · substantial · experience and expertise in· the management, operation, and marketing of public assembly facilities such as the Facilities (collectively referred to as "Management Services").

B. The Palm Springs Bureau of Tourism, and the Palm Springs Visitors Center currently located at 2901 N. Palm Canyon Dr, Palm Springs, CA . 92262 ("BoT") is a City entity to be managed on behalf of the City by AEG . . C. The City is the owner of the Welwood Murray Memorial Library, located at 100 S. Palm Canyon Dr., Palm Springs, CA 92262 .('WMML"), and operates as a digital library and as an extension of the Palm Springs Visitors Center, and is to be managed on behalf of the City by AEG.

D. The City evaluated all of the proposals submitted in response to the REQUEST FOR PROPOSALS (RFP) . 10-18 FOR CONTRACT

MANAGEMENT SERVICES OF THE PALM SPRINGS CONVENTION
CENTER AND BUREAU OF TOURISM and determined AEG as the most qualified firm to provide the Management Services to the City.

E. City and AEG now desire to enter into a Management Agreement, whereby the City will engage AEG, and AEG accepts such engagement to manage the BoT, manage the WMML, and provide Management Services of the Facilities on such terms and conditions as set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual benefits which will result to the Parties in carrying out the terms of this Agreement, it is mutually agreed as follows:

AGREEMENT

1. Definitions. In addition to the terms which are defined elsewhere in this Agreement, the following terms have the r:neanings set forth in this Section:
"Agreement" shall mean this Agreement for Tourism and Management Services.

55575.38190\32220183.1
Item 1N - Page 75
"Business Day" shall mean a day in the week in which the City's City Hall is open . to the public for governmental purposes.
"Capital Expenditures" shall · mean all expenditures for building additions, alterations or improvements, and for purchases of additional or replacement furniture, machinery or equipment, the depreciable life of which, according to accepted accounting principles, is in excess of one (1) year and expenditures for repairs (normal wear and tear excepted) or replacements which extend the useful life of the assets being repaired or replaced for a period in excess of one (1) year with a minimum ·purchase price of $25,000.00.
"Capital Improvements" shall mean all improvements paid for by Capital Expenditures.
"City" shall mean the City of Palm Springs.
"City Council" means the City Council of the City.
"City Manager" means the City Manager of the City or the City Manager's designee or designees.
"Consumer Price Index" means the Consumer Price Index for All Urban Consumers (CPI-U): Riverside-San Bernardino-Ontario as published by the United States Department of Labor on its website at https://www.bls.gov. The Base Fee and Targeted Gross Revenues hereunder shall be reviewed and adjusted on an annual . basis on each anniversary of the Effective Date to reflect any increases in the Consumer Price Index. The Base Fee and Targeted Gross Revenues will be multiplied by the percent increase in the Consumer Price Index during each twelve (12) month Contract Year; provided, however, the Consumer Price Index shall be limited to the lesser of (i) the Consumer Price Index, and (ii) two and one tenth percent (2.1 %) per Contract Year. In no event shall the annual increase exceed two and one tenth percent (2.1 %) per Contract Year. If publication of the Consumer Price Index ceases, the parties will mutually agree upon the use of an appropriate substitute index published by the United States Department of Labor or any successor agency. "Convention Center'' shall mean the Palm Springs Convention Center located at 277 North Avenida Caballeros, Palm Springs, CA 92262.
"Customer Satisfaction Benchmark" means, with respect to a Fiscal Year, the benchmark score for the Customer Satisfaction Surveys established by City and AEG for the Facility in such Fiscal Year and set forth in the Annual Plan for that Fiscal Year. "Customer Satisfaction Survey" means the customer satisfaction surveys to be agreed to by City and AEG for each Fiscal Year and set forth in the Annual Plan for that Fiscal Year.

55575.38190\32220183.1
Item 1N - Page 76
r--,
, I \ ___ /
__ "E:ffective Date" means sixty (60) days after the City executes the Agreement, the date on which AEG shall officially assume responsibility for all Management Services of the Facilities, the BoT,' and the WMML, from the City's current operator, SMG. "Expenses" shall mean and include all' expenditures or obligations of whatever - kind or nature incurred (directly or indirectly) or accrued by AEG in any specified period during the Term of this Agreement, within (or reasonably believed by AEG to be within) the scope of AEG's authority or .responsibility under this Agreement and the Budget as approved and reviewed by the City under Section 15 of this Agreement, including salaries, wages, applicable taxes, benefits, costs and expenses of personnel working at -the Facilities or Visitor Center or otherwise related to the Facilities or Visitor Center; contract labor; maintenance and repairs (whether ordinary or extraordinary, and whether foreseen or unforeseen); utilities; telephone; -telescreen and/or marquee operations; telecommunications and - broadcast facilities; dues, memberships and subscriptions; security; audit and accounting fees; legal fees except those fees provided for in Section 23(1); fees payable to concessionaires or other subcontractors; refuse removal; cleaning; sales and other applicable taxes; building supplies -and materials; · ticket commissions; premiums for insurance; data processing; advertising; marketing and market research; pest control; office supplies; employment fees; freight and delivery; lease of equipment; Master Card, VISA and other credit card fees and charges and telecheck fees and expenses; travel (economy class), lodging and related out-ofpocket expenses of officers, directors and corporate personnel of AEG properly allocable to the performance of AEG's obligations under this Agreement not to exceed · $25,000 each Fiscal Year without City Manager's prior written consent; ticket/box office expenses; charges for fidelity bonds; and the fixed Base Fee payable to AEG pursuant to Section 17 of this Agreement; and all other costs and expenses incurred in accordance with the terms of this Agreement by or for the account of City reasonably related to AEG's performance of this Agreement. Expenses shall not include costs of salaries and benefits of employees of AEG, unless such costs are included in the Approved Budget, and any expenses relating to AEG personnel based in its Los Angeles headquarters or any regional field locations.
a. Meal and lodging expenses should be reasonable. Expenses for food and lodging must be based upon actual, reasonable expenses incurred. Original cash register or credit card receipts for all meals and lodging expenses greater than $50 must be maintained and listed in the reports to City as provided in sections 11 and 12 , herein. Charges for meals or services on hotel bills should be entered separately from the room charge.
b. AEG -and its employees may rent automobiles when other transportation is not available, or when such use is considered the most reasonable and - economical mode of travel under the circumstances. Any long-term car lease (one week or more) by AEG or its employees shall not be considered an Operating Expense of AEG. Whenever possible, AEG should use rental companies which provide the lowest rates. In order to minimize costs, travelers should choose economy-class cars - whenever possible.

55575.38190\32220183.1
Item 1N - Page 77
c. In no event shall the total annual expenditures exceed the total expenditures provided and allowed under the approved Budget except as provided for herein, with City Manager written approval.
"Facilities" shall mean any and all portions or parts of the Palm Springs Convention Center located at 277 N. Avenida Caballeros, the Jackie Lee Houston Plaza located at the southwest corner of Amado Road and Calle Alvarado, and the East Lot (also known as the 10 acre parcel located at the southeast corner of Avenida Caballeros and Amado Road), Visitors Center, WMML, all furniture, fixtures and equipment, all appurtenances and all parking ancillary to and in connection therewith.

The Facilities shall be operated as a public facility.
"Fiscal Year'' shall mean the year beginning July 1 and ending June 30. "General Manager" shall be the AEG employee responsible for Management Services as defined herein.
"Gross Revenue" means with respect to the applicable period, the amount of revenue generated by the Facilities, as determined in accordance with GAAP, including but not limited to all revenue from rentals, services provided, ancillary income from all concessions, subcontractors and third party vendors, other operating income and outside catering.
· "Headquarter Hotel" shall mean the hotel property with .the City of Palm Springs with largest number of rooms committed to the room block for an event. "Incentive Fee" shall mean and include each of the two compensation incentive programs identified in Section 17(a) of this Agreement paid annually. "Revenues" means any and all revenues of every kind or nature derived, directly or indirectly, from owning; operating, managing, or promoting the Facilities or Visitor Center, all as determined in accordance with generally accepted accounting principles, consistently applied.
"Transition Period" has the meaning set forth in Section 2(e). "Visitor Center" shall mean any and all portions or parts of the Palm Springs Visitor Center, and all furniture, fixtures and equipment contained therein. At the time of execution of this Agreement, the Visitor Center is located at: 2901 N. Palm Canyon Drive. The Visitor Center is owned by the City and operated by AEG on behalf of the City. The Visitor Center shall be operated as a public facility. The net cost to operate the Visitor Center is paid from the BoT Budget as herein defined. "Welwood Murray Memorial Library" or "WMML" shall mean any and all portions or parts of the WMML, and all furniture, fixtures and equipment contained therein. At the time of execution of this Agreement, the WMML is located at: 100 S. Palm Canyon Drive. The WMML shall be operated as a public facility. The net cost to operate the WMML is paid from the BoT Budget as herein defined.

55575.38190\32220183.1
Item 1N - Page 78

2. Scope of Work.
a. Management Services. Subject to the terms and conditions set . forth in this Agreement, City hereby engages AEG. on ah exclusive basis to provide Management Services including . the management, operation, use, possession, occupation and promotion of the Facilities, during the Term of this Agreement ("Management Services"). AEG hereby accepts such engagement. Except as otherwise provided herein, the operation of the Facilities shall be under the exclusive supervision and control of AEG, which, except as otherwise specifically provided herein, shall be responsible for the proper and efficient operation of the Facilities. In fulfilling its obligations under this Agreement,. AEG shall act as a reasonable and prudent manager consistent with the. standard of quality and performance provided in facilities of comparable size, age and use. AEG hereby accepts such engagement, and shall perform the services described herein, subject to the limitations expressly set forth in this Agreement. The Management Services to be provided by AEG shall include those described on Exhibit "A" attached hereto and by reference made a part of this Agreement.
b. Bureau of Tourism Services. Subject to the terms and conditions set forth in this Agreement, City hereby engages AEG to provide Bureau of Tourism Services ("BoT Services") during the Term of this Agreement. AEG hereby accepts such engagement. Without limiting the generality of the foregoing, the BoT Services to be provided by AEG shall include 'those described on Exhibit "B" attached hereto and by reference made a part of this Agreement.
c. Welwood Murray Memorial Library (WMML) Services. Subject to the terms arid conditions set forth in this Agre~ment, City hereby engages AEG to provide services with respect to the Welwood Murray Memorial Library (the 'WMML Services") during the Term of this Agreement. AEG hereby accepts such engagement.

Without limiting the generality of the foregoing, the WMML Services to be provided by AEG shall include those described on Exhibit "C" attached hereto and by reference . made a part of this Agreement.
d. City's Approval/City Manager Approval. AEG shall request written instructions from City with respect to any matter contemplated by this Agreement where the approval of City or City Manager is required, and AEG shall defer action thereon pending receipt of such written instructions. City shall promptly respond to any such request for written instructions and City Manager shall respond to any such request for · written instructions or requested approvals within five (5) business days. Actions taken by AEG, its officers, employees or representatives in accordance with the written instructions of City or City Manager, or failures to act by such persons pending the receipt of such written instructions, shall be deemed to be proper conduct in accordance with and within the scope of AEG's authority under this Agreement and shall not constitute AEG's breach, negligence or willful misconduct. e. Transition Services. During the Transition Period, defined as the sixty (60) day period beginning with the date upon which the City executes this Agreement, AEG shall provide the Transition Services in accordance with Exhibit D

55575.38190\32220183.1
Item 1N - Page 79
attached hereto. AEG shall, subject to the terms and conditions of this Agreement, begin providing Management Services on ,the Effective Date immediately after the sixty (60) dayTransition Period ends.

3. Term and Renewal Term. This Agreement shall commence upon· the -Effective Date, and shall continue for five (5) contract years ~each a "Contract Year'') expiring at 5:00 p.m. (PST) on the anniversary of the fifth (51 ) Contract Year, unless terminated prior to this date pursuant to the provisions of this Agreement, (hereafter the "Term"). The Term of this Agreement may be extended once at the request of the City and by mutual agreement of the parties for an additional five (5) Contract Years subject to the same terms and conditions of the original Term (except as specifically identified herein this Section 3) (the "Extended Term"). The parties shall meet and confer to reset and establish a new Targeted Gross Revenue to be used for the Financial Performance Incentive Fee eligible to AEG for the Extended Term,_ as specified in Section 17 of this Agreement; all other terms and conditions of this Agreement shall remain unchanged for the Extended Term, unless otherwise agreed to in writing by the parties. Any Extended Term shall be approved by the City Council, amending: (1) the Term for an additional , five (5) Contract Years, and (2) the amount of the_ Target Gross Revenue for the Extended Term. Either party shall have the right to terminate this Agreement during the Term or any Extended Term without penalty after the third (3rd) Contract Year of the Term or the third (3rd) Contract Year of the Extended Term as applicable, by providing not less than one hundred and eighty (180) calendar days prior written notice to the other party. Should·neither party exercise this right to terminate in either the Term or Extended Term, the Agreement shall continue in full force through the remainder of the Term or Extended Term as applicable

4. Investment. Within ten (10) days of City's written request, AEG will make available to the City up to $150,000 in funds to secure various consulting -- services related to the future planning -for the Facilities, or other research targeting the convention and visitor industry for the City to be utilized by the City within its sole discretion and timing after close consultation with AEG on the use of these funds.

5. Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, _ mode or means by which AEG, its agents or employees perform the services required herein, except as otherwise set forth herein.

AEG shall perform all services required herein as an independent contractor 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. Employees or contractors of AEG are not City employees, and employees of City are not employees or contractors of AEG.

Neither party shall at any time or in any manner represent that it or any of its agents or employees are agents or employees of the other party. Each party shall be -solely responsible for compliance with State and Federal Law with respect to the wages, hours, benefits, and working conditions of its employees, including requirement -for payroll deductions for taxes.

55575.38190\32220183.1
Item 1N - Page 80

6. · · Assignment. Subcontracting and Other Third-Party Agreements. a. . Assignment. Neither party to this Agreement may transfer, assign, convey, hypothecate or encumber this Agreement, or any interest therein, whether voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without prior written approval of the other party to this Agreement, which may be reasonably withheld based on experience, financial status, reference checks and for other grounds in the City's sole discretion. ·
b. Subcontracting. If AEG subcontracts any part of this Agreement, AEG shall be responsible to City for the acts and omissions of its subcontractor(s).

Nothing contained in this Agreement shall create any contractual relationships between · · any subcontractor and City. City will deal directly with and will make all payments to AEG.
c. Other Agreements. AEG shall have all concession agreements, services contracts and subcontracts in excess of an annual value of $25,000 in the aggregate reviewed and approved by the City Manager prior to execution by AEG.

7. Master Lease. AEG acknowledges that the Convention Center, Jackie Lee Houston Plaza, and East Lot are located on parcels of land which are leased from certain allottees ("Lessors") who are members of the Agua Caliente Band of Cahuilla Indians, and that the City is the "Master Lessee" for the land underlying the Convention Center, Jackie L~e Houston Plaza, and East Lot. The "Master Lease" is administered by the Bureau of Indian Affairs.("BIA"). The parties hereto agree to comply with the Master Lease, specifically with regard to inspection of documents and reporting requirements: A copy of the Master Lease has previously been provided to AEG and is on file in the Office of the City Clerk.
8~ Use of the Facilities By City. AEG agrees to provide the Facilities to City rent-free or as mutually agreed to by the parties for City's uses as outlined below pursuant to the terms ofthis Section 8. Use of .the Convention Center by the City shall solely constitute (1) the Palm Springs Film Festival and the Well in the Desert (each a "City Sponsored Event") and (2) City governmental purposes (such as meetings of the City Council or Planning · Commission or personnel testing, town hall meeting or other governmental purpose) (collectively i'City Governmental Purposes'). a. All requests by City for City Sponsored Events. shall be subject at all times to availability due to prior confirmed event scheduling for the Facilities. The · terms and conditions related to the payment of any rent, costs or expenses by the City · with respect to such City Sponsored Events shall be mutually agreed upon by the parties by way of operating memoranda setting forth the applicable rental terms. The parties further agree · that such terms shall be substantially . consistent with those contained in the 2018 agreements with the City related to each applicable City . Sponsored Event. ·
b. Use.by the City for City Governmental Purposes shall be rent-free, shall be limited to two events per month and City. shall not reimburse AEG for rents and all

Item 1N - Page 81
actual costs and expenses incurred for labor, equipment, food and beverage, audiovisual and other customary expenses associated with the City's use of the Facilities.

The food and beverage cap for use by the City for City Governmental Purposes shall be $25,000 annually and shall be at the cost of the food and beverage subcontractor not AEG.

9. Intentionally Omitted

10. Intentionally Omitted

11. Reports and Audits.
a. Maintenance of Records. AEG shail keep adequate records relating to its operations of the Facilities. AEG shall maintain a system of bookkeeping . adequate for its operations hereunder and shall submit such system to City no later than thirty (30) calendar days after execution of this Agreement. The systems and procedures used to maintain these records shall also include a system of internal controls that is in accordance with sound business procedures. AEG shall keep and preserve for at least five (5) years following each Fiscal Year all records, including all service orders, work orders, sales slips, rental agreements, purchase orders, sales books, cash register tapes, credit card invoices, duplicate deposit tapes and invoices, bank accounts, cash receipts and cash disbursements, bank books, and other evidence of Operating Revenues and Operating Expenses for such period. AEG shall cause its · vendors, subcontractors and affiliates to keep and maintain all such Records in accordance with this Section 11 (a)).
b. Audit. As soon as possible after June 30 and in no event later than August 15 of each Fiscal Year, AEG shall deliver to City a Balance Sheet, a Statement of Profit or Loss and a Statement of Cash Flows for the Facilities for the preceding Fiscal Year, all prepared in accordance with generally accepted accounting principles, accompanied by an independent auditor's report prepared by an independent certified public accountant licensed by the State of California, retained by AEG and approved by City (the "Annual Audit"). Such Annual Audit shall contain an opinion expressed by the independent auditor of the accuracy of Records kept by AEG and of amounts due to City under this Agreement and shall also provide a certification of Operating Revenues, Operating Expenses and the Net Operating Deficit/Surplus for such Fiscal Year. As part of the Annual Audit, City also shall require of the independent auditor and AEG shall deliver to City an Internal Control Memorandum and Management Letter ("Internal Control Memo") reporting on accounting controls and procedures of AEG related to this Agreement at the end of each Fiscal Year.
c. Final Audit. On or before the 120th day following the day on which this Agreement expires or is terminated, AEG shall cause an audit comparable to that described in Section 11 (b) covering that portion of the Fiscal Year from July 1 up to and including the date of expiration, cancellation or termination to be prepared and submitted to City (the "Final Audit"). This Final Audit shall be reviewed and accepted by City before any Management Fees, Incentive Fees or expenses shall be remitted to AEG pursuant to Section 17 or otherwise. This paragraph shall survive the expiration or sooner termination or cancellation of this Agreement.

55575.38190\3.2220183.1
Item 1N - Page 82
d. Access to Records. AEG shall give City and City's authorized representatives access to review AEG's records pertaining to their management of the . Facilities operations, during normal business hours and upon· reasonable advance notice, provided such review does not unreasonably interfere with AEG's day to day business and management of the Facilities. Should any of the records be maintained on a computerized system, AEG shall provide City with appropriate and necessary access, during normal .business hours upon reasonable notice, to such records · · generated by the computerized system. AEG shall maintain their records in the City of · Palm Springs. AEG agrees to provide any auditors retained to conduct the Audit (including the Final Audit) the reasonable right to review and test any proprietary software and its documentation used by AEG for bookkeeping and the production of the ·. reports. AEG shall fully and timely cooperate with the preparation of any audit required by Lessors.

12. . Monthly Reports. · Within twenty-five (25) calendar days after the end of each month, AEG shall furnish to City a monthly report in the general form and with content as approved by the City Manager. The monthly reports shall, at a minimum, provide information in the following categories:
a. Management Services:
(1)
(2)
(3)
Financial, including without limitation a rolling forecast of revenue and expenses, an income statement, a balance
sheet, and a statement of cash flow;
Bookings, including without limitation the number of groups and room nights booked for the Convention Center during the preceding month and a year-to-date comparison with the previous year; and
Sales and Marketing Activities, including without limitation sales and marketing efforts during the preceding month. b. Tourism Services:
(1) Financial, including without limitation an income statement, a balance sheet, and a statement of cash flow;
(2) Budget, including without limitation a comparison of actual operating expenses to the applicable Tourism Budget, and (3) Activities, including without limitation marketing efforts during the preceding month and efforts related to achieving
efficiencies with other destination _marketing entities that are · . beneficial to the City.

13. Other Reports. The City Manager, in the City Manager's reasonable discretion, may request · that AEG prepare any other reports related to AEG's

55575.38190\32220183.1
Item 1N - Page 83
management of the facilities other than those specifically required by this Agreement.

The City Manager shall provide AEG a reasonable amount of notice and time to prepare any report requested pursuant to this Section.

14. · Performance Review. AEG shall be subject to a performance review at the close of each Fiscal Year. The performance review shall include those components as identified by the City as communicated to AEG, and included in annual sales and marketing plans, and in the incentive fee structure outlined in Section 17 of this Agreement.

15. Budget.
a. Management Services. · Each Fiscal Year, AEG shall make a presentation to the City Council regarding the proposed Management Services Budget ("Management Services Budget") for the Convention Center for the upcoming Fiscal Year, and the total Management Services Budget will be incorporated into and adopted bt the City Council as part of its Fiscal Year Operating Budget. Each new annual Management Services · Budget is subject to and contingent upon funds being appropriated therefore. by the City Council for each Fiscal Year covered by the Agreement and shall be in the amount appropriated by the City Council for any such Fiscal Year. City shall pay the Management Services Budget funds in monthly installments to AEG, except as otherwise expressly provided in this Agreement. Under no circumstances, except pursuant to Section 15(f)(4), shall AEG be required to advance any funds hereunder. Failure to meet the annual proposed Management Services Budget and failure to meet any financial projections or expectations of the City shall not be deemed a an Event of Default or a bre·ach of this Agreement by AEG. The parties agree and acknowledge that within thirty. (30) days of the Effective Date, the City and AEG will meet to discuss any suggested modifications within the Budget approved for 2019-2020 that AEG may suggest after reviewing the Budget AEG is inheriting from the prior management services provider.
55575.38190\32220183.1
(1) Proposed Budget. No later than March 1 of each year of the Term of this Agreement, AEG shall · submit to City a
proposed Management Services Budget for the Facilities for the upcoming Fiscal Year listing all projected revenues and expenses for the Facilities, including without limitation any anticipated Incentive Fees. AEG shall have the discretionary authority to reasonably modify individual line items of this Management Services Budget (excluding amounts attributed to the Incentive Fee) provided that AEG shall provide the City Manager with ten (10) Business Days prior written
notice of such modifications, and shall be subject to the City Manager's approval if in an amount of $25,000 or greater.

Such. modifications shall not in the aggregate result in an increase in the total approved Management Services
Budget.

Item 1N - Page 84
(\
\ ) .._ _ __,,
(2) Working · Capital. · In order to provide the working capital necessary for AEG to perform its obligations hereunder, City shall advance to AEG a minimum amount equal to budgeted operating expenses for three (3) months of the thenapplicable Management Services Budget, no later than July 10 of each year of the Term of this Agreement. AEG may
use working capital to pay expenses when revenues are
insufficient to· cover such expenses. The City shall
reimburse any working capital used by AEG to pay expenses no later than thirty (30) calendar days after an expenditure of working capital by AEG.
(3) Operating Fund. AEG shall collect all Revenues from the Facilities and deposit them in an operating fund. Monies in the operating fund and any interest thereon shall be applied first to the payment of Management Fees accrued through the end of the prior month and thereafter to any other
operating expenses then accrued. The balance shall be
retained in the operating fund as reserve for payment of future operating expenses. If at the end of any Fiscal Year there shall be a balance in the operating fund in an amount in excess of the anticipated working capital and operating expenses for the first month of the ensuing year, AEG shall disburse such excess to City on or before the fifteenth (15th) of such month. AEG's duties and obligations hereunder are subject to the . City's performance and funding of. the operating fund.
b. Tourism Services. Each Fiscal Year, AEG shall make a ·presentation to the City Council regarding the proposed Tourism Services Budget for the upcoming Fiscal Year, and the total Tourism Budget will be incorporated into and adopted by the City Council as part of its Fiscal Year Operating Budget (the "Tourism Services Budget"). The Tourism Services Budget for the 2019-2020 Fiscal Year shall be $2,086,504. Each new annual Tourism Services Budget is subject to and contingent upon funds being appropriated therefore. by the City Council for each Fiscal Year covered by the Agreement and such annual Touri~m Services Budget shall be in the . amount appropriated by the City Council for the then current Fiscal Year. City shall pay the Tourism Services Budget in monthly installments to AEG. 55575.38190\32220183.1
(1) Line Item Budget. No later than March 1 of each year of the · Term of this Agreement, AEG shall provide the City with a proposed Line Item Budget for the Tourism Services Budget · for the upcoming Fiscal Year. The Line Item Budget shall be prepared in accordance with the City's budgetary practices and applicable laws and regulations. ·The. Line Item Budget will be considered by the City Council prior to award and implementation of the Tourism Services Budget for the
ensuing year. AEG shall adhere to the Line Item Budget,

Item 1N - Page 85
provided AEG may reallocate funds between budget
categories when, in AEG's good faith judgment, such
reallocation is prudent, provided that a written justification · shall be prepared prior to any reallocation of ten percent (10%) or more of any line or budgeted item, and that written justification shall be approved in writing by the City Manager in advance of the reallocation.
(2) All funds earned by the Visitor Center are revenue to the City and should be accounted for as such and reinvested in the promotion of tourism to the City.
c. WMML Services. Each Fiscal Year, AEG shall make a
presentation to the City Council regarding the proposed WMML Services Budget for the upcoming Fiscal Year, and the total WMML Budget will be incorporated into and adopted by the City Council as part of its Fiscal Year Operating Budget. The WMML Services Budget for the 2019-2020 Fiscal Year shall be $85,750. Each new annual WMML Services Budget is subject to and contingent upon funds being appropriated therefore by the City Council for each Fiscal Year covered by the Agreement and such annual WMML Services Budget shall be in the amount appropriated by the City Council for the then current Fiscal Year. City shall pay the WMML Services Budget in monthly installments to AEG.
(1) Line Item Budget. No later than March 1 of each year of the Term of this Agreement, AEG shall provide the City with a proposed Line Item Budget for the Tourism Services Budget for the upcoming Fiscal Year. The Line Item Budget shall be prepared in accordance with the City's budgetary practices and applicable laws and regulations. The Line Item Budget will be considered by the City Council prior to award and implementation of the Tourism Services Budget for the
ensuing year. AEG shall adhere to the Line Item Budget, provided AEG may reallocate funds between budget
categories when, in AEG's good faith judgment, such
reallocation is prudent, provided that a written justification shall be prepared prior to any reallocation of ten percent (10%) or more of any line or budgeted item, and that written justification shall be approved in writing by the City Manager in advance of the reallocation.
d. Expenditures in Excess of the Budget. AEG shall not, without written authorization by City Manager, knowingly incur in any Fiscal Year obligation in excess of the total then applicable Budget approved by City. In the event AEG becomes aware of any such obligations, AEG shall immediately inform City in writing of the nature, amount and due date for such obligations, and request written instructions . as to how to proceed.

55575.38190\32220183.1
Item 1N - Page 86
CJ
e. Reduction / Elimination of City Revenue Source. In the event _of any significant reduction or elimination of City tax and fee revenu~ sources, such as sales tax, property tax, transient occupancy tax and other similar taxes, the parties shall meet to discuss a proportionate reduction in the then-applicable Budget. If the parties fail to reach an agreement on any such reduction, the City may terminate the Agreement within thirty (30) calendar days of the date on which the parties fail to reach an Agreement. AEG's inability to perform services hereunder or discharge any of its responsibilities hereunder or under any Third Party Agreement related to the Facility to the extent of City's failure to fund expenses reasonably required to perform such services or responsibilities shall not be considered a breach of this Agreement or Event -of Default under this Agreement by AEG and shall be without penalty, additional payments, or other charges to AEG of any kind whatsoev~r. f.
5557 5.38190\32220183.1
Capital Expenditures Budget/ Emergency Capital Expenditures. (1) The City desires to provide quality convention facilities in order to attract valuable meeting and convention business to the City of Palm Springs to generate positive economic
impact through the generation of room-nights and increased visitor traffic to the City's shopping, dining and attraction stakeholders. The City and AEG agree that the Facilities must be consistently maintained and upgraded as necessary to meet and exceed the expectations of current and future users of the facility and provide competitive "state of the art" facilities and services to attract and retain valuable meeting and convention business.
(2) AEG shall undertake an internally conducted facility capital study .identifying existing capital and operating equipment, systems, technology, building components, aesthetics and facility finishes to catalog and determine current condition, remaining useful life and an appropriate action plan for each item or area. AEG shall also review current facility
technology and services to determine any recommended
upgrades in order to meet expected industry standards for the Facilities. Any out of pocket expenses incurred in the undertaking of such study shall be considered an expense of the Facilities with prior written approval from the City Manager as to the scope and cost of the study. AEG shall provide the City Manager with a prioritized long-term capital plan with recommended annual budget allocations for the completion of recommended projects. Should the City
request a more detailed or comprehensive facility capital study and report to be conducted by a third party expert, such study and report shall be at the City's sole cost and expense. City acknowledges and agrees that AEG shall
have no obligation hereunder to make any capital
expenditures and, therefore, City shall be responsible for

Item 1N - Page 87
55575.38190\32220183.1
u
and shall repair, provide and maintain, at its own expense, all capital improvements as set forth in this Section,
including, without limitation, the exterior and structural portions of the Facilities, Visitor Center, and WMML,
together with all mechanical, HVAC and electrical systems contained therein. Notwithstanding the foregoing, capital improvements may be performed by AEG and/or through a
third-party contractor approved by the City Manager and supervised by AEG, upon written agreement between City
and AEG, utilizing those funds as agreed upon by City and AEG.
(3) Each Fiscal Year AEG will present a proposed annual capital project budget ("Capital Improvements Budget") for the
upcoming Fiscal Year to the City Council and the annual Capital Improvements Budget will be incorporated into and adopted by the City Council as part of its Fiscal Year
Operating Budget. Each new annual Capital Improvements
Budget is subject to and contingent upon funds being
appropriated therefore by the City Council for each Fiscal Year covered by the Agreement. If such appropriations are not suffiGient to fully fund a new annual Capital
Improvements Budget, such annual Capital improvements
Budget shall be equal to the amount appropriated by the City Council for any such Fiscal Year. AEG and the City shall mutually agree on the actual projects to be funded each Fiscal Year based upon the amount appropriated by the City Council. Unfunded projects will be carried over to
subsequent Fiscal Year budget proposals. In the City's sole discretion, in lieu of payment to City of any excess operating funds at the end of each Fiscal Year, such excess operating funds may be reserved for and allocated to the Capital
Improvements Budget.
(4) AEG shall have the right to make Emergency Expenditures.

An "Emergency Expenditure" is defined as an expenditure necessary to correct or repair an emergency condition of the Facilities which in the reasonable judgment of AEG, if not corrected or repaired immediately, would create an imminent danger to persons or property, an unsafe condition
threatening persons or property, or render the Facilities unusable, unsuitable or unable to host events, to the extent such expenditure is not included in the Approved Budget for that Fiscal Year. Where practicable, AEG shall obtain prior verbal or written approval from the City Manager before making any Emergency Expenditure; provided that if prior verbal or written approval of an Emergency Expenditure is

Item 1N - Page 88
✓----._
not reasonably obtainable from the City Manager, AEG shall immediately notify the City Manager of the situation and upon such notification and consent by the City Manager, is thereafter authorized to incur an Emergency Expenditure to correct the situation on a temporary basis in an amount not to exceed $50,000. An Emergency Expenditure to correct
the situation on anything other than a temporary basis or in an amount in excess of $50,000 shall require written
approval from the City Manager. Immediately following such action taken by AEG pursuant to this Section 15(f)(4), AEG shall inform City of the action(s) taken, and City shall pay into such account(s) the amount of funds, if any, spent or committed by AEG pursuant to this Section 15(f)(4).

16. Bank Accounts. AEG shall deposit all Revenues in an account maintained by AEG in the name of City, with AEG as an agent with signatory authority, in a bank or branch located within the City. AEG shall require that all funds held in this account shall be secured to such an extent and in such a manner as is required by applicable law regarding the deposit of City funds. Any monies in this account, and any interest thereon, shall be applied first to the payment of Management Fees accrued through the end of the prior month and thereafter to any other Operating Expenses then accrued. The balance shall be retained in the Operating Fund as reserve for payment of future Operating Expenses. If, at the end of any Fiscal Year, there shall be a balance in this account in excess of the anticipated working capital required for, and Operating Expenses projected for, the first month of the ensuing year, AEG shall disburse such excess to City on or before the fifteenth (15th) day of suqh month; alternatively, in the City Manager's sole discretion, any such excess may be reserved for and allocated to the Capital Improvements Budget.

17. Compensation.
a. Management Services. AEG shall receive compensation for the Management Services rendered under this Agreement based upon the agreed Base Fee plus an Incentive Fee ("Incentive Fee"), if so earned by AEG. (1) Base Fee. For services performed by AEG during each Fiscal Year of this Agreement, the City shall pay AEG the annual Base Fee set forth in this Section 17(a)(1 ), payable at the rate of one-twelfth (1/12) of the per annum per month, within thirty (30) calendar days following the monthly billing provided by AEG for such services. The Base Fee shall be $225,000 per year for the Term of the Agreement ($18,750 per month). The Base Fee shall be prorated for the first Fiscal Year of this Agreement, taking into account the
Effective Date of this Agreement, with the first monthly payment of $11,875. Commencing October 1, 2019, the
monthly payment of $18,750 shall be paid, for a total Base Fee of $180,625 for the first Fiscal Year of this Agreement.

55575.38190\32220183.1
Item 1N - Page 89
55575.38190\32220183.1
7 ~
I I
Notwithstanding the foregoing, the Base Fee shall increase annually by the Consumer Price Index.
(2) Incentive Fees. In addition to the Base Fee payable to AEG, AEG shall be eligible for an Incentive Fee, which, if earned, shall be payable to AEG annually in arrears on or before the thirtieth (30th) day following the date on which AEG has given the Annual Report to the City. The Incentive Fee will be based on AEG's performance in two (2) separate
categories: KPI Incentive Fees which include Achievement of Room Night Goal and Customer Satisfaction; and
Financial Performance Inventive Fees (collectively the
"Incentive Fees"). The right to receive these incentive fees and the calculation of each are separate and independent of each other, and the KPI Inventive Fees shall not be included in measuring AEG's performance with respect to achieving and/or exceeding the budget for Gross Revenue as detailed below. The Incentive Fees for the first Fiscal Year of this Agreement shall be prorated to an amount equal to eighty percent (80%) of the total Incentive Fees otherwise
available, taking into account the Effective Date of this ·Agreement._
(a) KPI Incentive Fees.
i. Room Night Goal. At the end of each Fiscal
Year during the Term of this Agreement, AEG will
receive a total of $1.00 for each room night generated
by events held at the Convention Center during the
preceding Fiscal Year, on the condition that at least a _ minimum of 50,000 room nights are generated. By
way of example, if only 49,999 room nights are
generated, AEG would receive $0 incentive.

However, if 50,000 room nights are generated, AEG
would receive $50,000 plus $1 for every room night
booked thereafter. For purposes of this Agreement,
Room Night Goal Achievement shall be based on the
confirmed written contracts entered into by (1) the
Headquarter Hotel or (2) contract to use the
Convention Center during the preceding Fiscal Year.

Specifically, Room Night Goal Achievement shall be
measured by the number of rooms reserved at hotels
paying Transient Occupancy Tax to the City.
ii. Customer Satisfaction. To achieve the
customer satisfaction goal, AEG must achieve an
average of eighty-five percent (85%) or better,
approval on the meeting planner surveys described

Item 1N - Page 90
55575.38190\32220183.1
0 herein. If the 85% threshold is met, the customer
satisfaction incentive fee will be $33,000. If a 95% or better customer satisfaction level is achieved, the
customer satisfaction inventive fee will increase by
$67,000 for a maximum incentive payment of
$100,000. The meeting planner surveys shall be a
survey of meeting planners, conducted by a thirdparty with expertise in the convention industry and approved by the City Manager, that have contracted
to use the Convention Center during the prior twelve
(12) month period. Within thirty (30) days of the days
of the conclusion of any such event, the third-party
firm shall contact clients of the Convention Center to
conduct a meeting planner survey. The goal is to
measure the client's satisfaction with each aspect of
the client's use of the Convention Center. AEG shall
obtain City's approval of the survey content and
format prior to its distribution. Areas for measurement of quality and service as mutually agreed upon by
both parties, may include, but shall not be limited to (i) site selection and sales process; (ii) event
coordination; (iii) food and beverage; (iv) audio visual; (v) quality of facilities; and (vi) responsiveness of staff.

The parties shall mutually agree to determine how the
scoring will be evaluated.
(b) Financial Performance. The Financial Performance
portion of the Incentive Fee shall be based upon
AEG's operation of the Facilities and the "Gross
Revenue" (as identified by the audited financial
statements for the most recently completed Fiscal
Year) (such amount, the "Actual Gross Revenue"), as
compared to the "Targeted Gross Revenue" for the
relevant Fiscal Year. The initial Targeted Gross
Revenue for the initial 5-year Term of this Agreement
is $2,900,000 per Fiscal year. Notwithstanding the
. foregoing, . the Targeted Gross Revenue shall
increase annually by the Consumer Price Index. AEG
shall receive the following Financial Performance
portion of the Incentive Fee for each Fiscal Year in
the following amounts:
(1) For each successive $500,000 increment
generated above the current Targeted Gross
Revenue, AEG will receive a percentage of that
incremental revenue for the respective increment (i.e.
not retroactive to the first dollar) (these figures

Item 1N - Page 91
)
represent the calculation in the initial year only and
will be adjusted by the then current Targeted Gross
Revenue:
- 22.5% of the first $500,000 (between $2,900,001
and $3,400,000); and,
~ 25% of the next $500,000 (between $3,400,001 and
$3,900,000); and,
- 27 .5% of the next $500,000 (between $3,900,001
and $4,400,000); and,
- 30% of the any Gross Revenue above $4,400,001.
(2) By way of example:
(i) Actual Gross Revenue of $3,685,000 (an
increase of $785,000) would produce a Financial
Performance Incentive of $184,750 (22.5% times
$500,000 plus 25% times $285,000)
(ii) Actual Gross Revenue of $4,100,000 (an
increase of $1,200,000) would produce a Financial
Performance Incentive of $292,500 (22.5% times
$500,000 plus 25% times $500,000 plus 27.5% times
$200,000)
(3) For the avoidance of doubt, AEG shall not be
subject to any penalty or reduction in any Fees to be
paid hereunder should the Actual Gross Revenue be
less than the Target Gross Revenue Loss.
(4) Pursuant to Section 3 of this Agreement, to the
extent the parties agree to enter into the Extended
Term, the parties shall meet and confer to reset and
establish a new Targeted Gross Revenue to be used
for the Financial Performance Incentive Fee eligible to AEG for the Extended Term. The new Targeted
Gross Revenue shall be evaluated on the basis of the
Actual Gross Revenue incurred by the City annually
during the initial Term of this Agreement.
b. Tourism and WMML Services. AEG shall receive no
remuneration for providing Tourism and/or WMML Services under this Agreement.

18. Insurance.

55575.38190\32220183.1
Item 1N - Page 92
a. Insurance To Be Maintained By AEG. AEG shall procure and maintain, at its sole cost and expense, the insurance described below. The insurance shall be for the Term of this Agreement and includes any extensions, unless otherwise specified in this Agreement. The insurance shall be procured in a form and content satisfactory to City. The insurance shall apply against claims which may arise from AEG's performance of Management Services and related work under this Agreement, including AEG's agents, representatives, or employees.

In the event the City Manager determines that the work or Management Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, AEG agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. AEG shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified in this Agreement. If any insurance is written on a claims-made basis, such insurance shall be maintained for a minimum of thr~e (3) years subsequent to the expiration of this agreement, or a three (3) year extended reporting period endorsement shall be purchased. The minimum amount of insurance required shall be as follows:
55575.38190\32220183.1
(1) Workers' Compensation. AEG shall obtain and maintain, in full force and effect throughout the Term of this
Agreement, workers' compensation insurance in at least
the minimum statutory amounts, in compliance with all
other statutory requirements, as required by the State of California. AEG agrees to waive and obtain
endorsements from its workers' compensation insurer
waiving subrogation rights under its workers'
compensation insurance policy against the City and shall endeavor to use commercially reasonable efforts to
require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies.
(2) Crime Fidelity Coverage. At least $100,000.00 per
occurrence of coverage for (i) AEG employee dishonesty; (ii) forgery or alteration; (iii) theft, disappearance and destruction inside and outside the Facilities, Visitor
Center, or WMML; and (iv) robbery and safe burglary
inside and outside the Facilities, Visitor Center, or WMML. (3) Commercial General Liability. AEG shall obtain and
maintain, in full force and effect throughout the Term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a
combined single limit of at least five million dollars
($5,000,000.00) for bodily injury and property damage
including coverages for contractual liability, personal injury, independent contractors, broad form property
damage, products and completed operations. Any

Item 1N - Page 93
combination of primary and umbrella liability policies shall satisfy this requirement.
(4) Employer's Liability Coverage. AEG shall obtain and maintain, in full force and effect throughout the Term of this Agreement, a policy of employer's liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease.
(5) Professional Liability (Errors and Omissions) Insurance.

AEG shall obtain and maintain in full force and effect
throughout the Term of this Agreement, standard industry form professional liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per claim and two-million dollars
($2,000,000.00) annual aggregate, in accordance with the provisions of this section.
(a) AEG shall certify in writing to the City that AEG is unaware of any professional liability claims made against AEG and is unaware of any facts which may lead to such a claim against AEG.
(b) The policy shall be continued in full force and effect during the Term of this Agreement, or until completion of the Management Services and related work provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Management Services and related Work
under the terms of this Agreement.
b. Deductibles and Self-Insured Retentions. Any deductibles or selfinsured retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or Management Services under this Agreement, such approval not to be unreasonably withheld. AEG guarantees payment of all deductibles and self-insured retentions.
c. Other Insurance Requirements. The following provisions shall apply · to the insurance policies required of AEG under this Agreement:
55575.38190\32220183.1
(1) For any claims related to this Agreement, except for Professional Liability, Crime and Workers'
Compensation/Employer's Liability, AEG's coverage shall be primary insurance with respect to the City and its officers, council · members, officials, employees, agents, and
volunteers. Any insurance or self-insurance maintained by

Item 1N - Page 94
55575.38190\32220183.1
(2)
the City and its officers, council members, officials,
employees, agents, and volunteers shall be. in excess of AEG's insurance and shall not contribute with it.

Commercial General Liability insurance coverage and limits provided by AEG and available or applicable to this
Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage.
(3) AEG agrees to require its commercial auto liability, commercial general liability and workers' compensation
insurers to provide a notice of cancellation to the City Manager. Regarding all other insurance policies, AEG
agrees to provide the City Manager with thirty (30) days' notice of cancellation, except for ten (10) days' notice of cancellation for non-payment of premium. It is AEG's
obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement.
(4) AEG agrees to endeavor to ensure, if commercially
reasonable, that subcontractors, and any other parties
involved with the scope of Management Services and related Work provided pursuant to this Agreement, who are brought onto or involved by AEG, provide the same minimum
insurance coverage required of AEG. AEG agrees to
monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. AEG
agrees that upon request, all agreements with
subcontractors and others engaged in the performance of services hereunder this Agreement will be submitted to the City for review.
(5) AEG acknowledges and agrees that any actual or alleged failure on the part of the City to inform AEG of noncompliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights in this or any other regard.
(6) AEG shall provide proof that policies of insurance required in this Agreement, expiring during the Term of this Agreement, have been renewed or replaced with 0th.er policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration.

Item 1N - Page 95
Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City prior to the policy expiration and/or renewal date.
(7) Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements, or as a waiver of any coverage normally provided by any given policy.

Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive ..
(8) The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impair the provisions of this section.
(9) AEG agrees to provide immediate notice to City of any claim or loss against AEG arising out of the Management Services and related Work performed under this Agreement and for any other claim or loss which may reduce the insurance
available to pay claims arising out of this Agreement. City · assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims. (10) AEG agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the AEG may be held responsible for the payment of damages
resulting from AEG's activities or the activities of any person or person for which AEG is otherwise responsible.
d. 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 A-, VII, or better, unless such requirements are waived in writing by the City Manager or his designee due to unique circumstances. e. Verification of Coverage. AEG 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 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 Management Services commence. 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

55575.38190\32220183.1
Item 1N - Page 96
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: ·
(1) "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) for General and Auto Uability policies.
(2) "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) for General and Auto Liability policies.
(3) "Except for Professional Liability, should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 calendar days written notice to the Certificate Holder named."
(4) 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.

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 in writing by the City before Management Services commence. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agenUbroker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive AEG's obligation to provide them. f. Insurance To Be Maintained By City. During the entire term of this Agreement, and any extension thereof, the City shall at all times maintain in effect the following policies of insurance or shall self-insure:
55575.38190\32220183.1
(1) Property Insurance. An "All Risk of Physical Loss" form of policy (with Replacement Costs Endorsement), insuring all movable and immovable property constituting the Primary Visitor Center and Convention Center, respectively,
excluding the foundation (including the expense of the
removal of debris of such property as a result of damage by an insured peril), subject to the terms and conditions of the insuring agreements, The Primary Visitor Center and the Facility, and their respective contents, shall be insured to full replacement value.

Item 1N - Page 97
(2) Comprehensive General Liability. The City will maintain excess public liability and property damage insurance with a combined single limit of at least $10,000,000.00 insuring against all liability of the City arising out of, and in connection with, the use or occupancy of the Visitor Center or Facilities.

19. Indemnification and Reimbursement.
(a) To the fullest extent permitted by law, AEG shall defend (at AEG'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") to the extent arising out of or relating to (i) any negligent act or omission, or intentional misconduct, on the part of AEG or any of its employees or agents or any person under its direction or control in the performance of its obligations under this Agreement, or (ii) breach or default by AEG of any of its representations, covenants or agreements made herein under this Agreement, except and to the extent such Claims arise out of, relate to or are · in connection with the negligence, intentional or willful misconduct of the City, its elected officials, officers, employees, agents, independent contractors, consultants and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit AEG's indemnification obligation or other liability under this Agreement. AEG's indemnificatipn 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.

This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement.
_ (b) To the fullest extent permitted by law, the• City shall defend (at City's sole cost and expense), indemnify, protect, and hold harmless AEG, its, officers, employees, agents, and representatives (collectively the "AEG Indemnified Parties"), from and against any and all "Claims" to the extent arising out of or relating to (i) any negligent act or omission, or intentional misconduct, on the part of the City or any of its employees or agents or any person under its direction or control in the performance of its obligations under this Agreement, or (ii) breach or default by the Citi of any of its representations, covenants or agreements made herein under this Agreement except to the extent such Claims arise out of, relate to or are in connection with the negligence, intentional or willful misconduct of AEG, its officers, employees, agents, independent contractors and consultants. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit City's indemnification obligation or other liability under this Agreement. City's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the AEG 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.

This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement.

55575.38190\32220183.1
Item 1N - Page 98

20. Ownership of Documents. All data, reports, documents, brochures, survey materials, and other computerized, written, printed, or photographic materials developed by City or AEG in connection with the services which are the subject of this Agreement, whether developed directly or indirectly by City or AEG, shall be and shall remain the property of City without limitation or restriction on the use of such materials by City. AEG shall not use such materials in connection with any project not connected with this Agreement without the prior written consent of City. All equipment, materials and supplies purchased by AEG under this Agreement shall be property of the City.

AEG shall make all purchases of equipment, materials and supplies at the best available price.

21. Engagement and Outreach Requirements.
a. City Council. AEG shall hold up to two (2) meetings per year with the · City Council and the City's invitees to: (a) discuss any new sales programs proposed by AEG or identified by AEG as being of interest to the City or City stakeholders; and (b) discuss any other upcoming programs or events identified by AEG · as being of interest to the City or City stakeholders. AEG must provide a corporate ·representative to attend-the entirety of each such meeting. b. Community Outreach. AEG shall prepare a Community Outreach Plan as part of its Annual Plan. The Community Outreach Plan shall identify the types of meetings, presentation, workshops and other initiatives to be undertaken to ensure that the Palm Springs convention and visitor industry stakeholders are informed as to the BoT and Facilities initiatives being undertaken to generate positive impact to local stakeholders, and to solicit their feedback to help inform future initiatives. · c. Periodic Review; Meet and Confer. AEG and City shall have the option, not more frequently than every three (3) months during the Term, to request a review-(the "Periodic Review'') to evaluate, among other things, the extent to which AEG is complying with its obligations under this Agreement. Within five (5) calendar days following notice of any Event of Default, City staff and AEG shall meet and confer to seek mutual resolution of ar~as of concern covered in the Periodic Review or any Event of Default, as applicable, and to come to a mutual agreement to move forward together.

If disagreements between the Parties are not resolved, then the Parties shall attempt to resolve such disagreements through mediation. lfsuch disagreements are not resolved through third-party mediation within one hundred twenty (120) days after the commencement of mediation, then either Party may pursue other available legal options such as a request for arbitration or litigation.

22. Enforcement of Agreement.
a. California Law and Venue. This Agreement shall be construed and interpreteo both as to validity and as 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

55575.38190\32220183.1
Item 1N - Page 99
~
I
such County, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. b. 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.
c. Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions.
d. Rights and Remedies 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 and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.
e. Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, remedy or recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.
f. Attorney Fees. If either party to this Agreement commences an action against the other party arising out of or in connection with this Agreement or its subject matter, each party shall bear its own costs and attorney's fees.

55575.38190\32220183.1
Item 1N - Page 100

23. Termination.
a. Termination of the Master Lease. This Agreement shall immediately terminate and be null and void upon termination of the Master Lease. b. Expiration of Term. This Agreement shall immediately terminate and be null and void upon expiration of its Term if this Agreement has not been extended prior to such expiration.
c. Default. Further, either party may terminate this Agreement if the other party to this Agreement is in default under this Agreement. A party shall be in default if: (a) such party fails to pay any sum payable under this Agreement within fortyfive (45) calendar days after the same is due and payable; or (b) such party fails in any material respect to perform or comply with any of the _ other terms, covenants, agreements, or conditions of this Agreement and such failure continues for more than thirty (30) calendar days after written notice from the other party ("Event of Default"). In the event that such a default (other than a default in the payment of money) is not reasonably susceptible to being cured within the thirty (30) day period, the defaulting party shall not be considered in default if it shall within such thirty (30) day period have commenced with due diligence to cure such default and thereafter completed with due diligence the curing of such default. In the event of an Event of Default, the party may, in its sole discretion, (a) extend the time for the other party to perform the applicable obligation(s) hereunder for a period of time acceptable to such Party beyond the cure period set forth in this Section 23(c), or (b) terminate this Agreement by giving written notice (as required under Section 23(d)) of such termination to the other party. d. Termination:
55575.38190\32220183.1
(1) Payment of Fees to AEG Upon Termination. In the event of termination of this Agreement prior to the expiration of the Term as set forth in Section 3, City shall pay AEG all fees earned to the date of City's termination. "Fees earned to date" shall be limited to the pro rata portion of the Base Fee earned for that Fiscal Year and the Room Night Goal set forth in Section 17(2)(a)(i). AEG shall not be entitled to any portion of an Incentive Fee for any Fiscal Year in which the Agreement is terminated due to AEG's breach or Event of ·Default of this Agreement, otherwise, the parties shall in good faith determine. the portion of the Incentive Fee earned by AEG and the City shall pay AEG such Incentive Fee. , (2) Surrender of Premises. Upon termination or expiration of this Agreement, AEG shall surrender and vacate the
Facilities, Visitor Center, and WMML. The Facility, Visitor Center, WMML, and all equipment and furnishings therein shall be returned to the City in good repair, reasonable wear and tear excepted. All reports, records, including financial records, and documents maintained by AEG at the Facilities,

Item 1N - Page 101
Visitor Center, and WMML relating to this Agreement, other than materials containing AEG's proprietary information or property shall be immediately surrendered to City upon
termination or expiration of this Agreement.

24. City Officers and Employees: Non-Discrimination
a. Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to AEG, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to the AEG or to its successor, or for breach of any obligation of the terms of this Agreement. b. Conflict of Interest. AEG acknowledges that no officer or employee ofthe City has or shall have any direct or indirect financial interest in this Agreement nor shall AEG enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. AEG warrants that AEG 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. c. Covenant Against Discrimination. In connection with its performance under this Agreement, AEG 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"). AEG 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, AEG certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any AEG 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 AEG 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 nondiscrimination in city contracting.

25. Miscellaneous Provisions.
a. Patent and Copyright Infringement. To the fullest extent permissible under law, and in lieu of any other warranty by City or Contractor against patent or copyright infringement, statutory or otherwise:
55575.38190\32220183.1
(1) It is agreed that AEG shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement by AEG, or the normal use or sale arising out of the performance of this Agreement by AEG, infringes upon any presently existing U.S. letters

Item 1N - Page 102
patent or copyright and AEG shall pay all reasonable costs and damages finally awarded in any such suit or claim,
provided that AEG is promptly notified in writing of the suit or claim . and given authority, information and assistance at AEG's expense for the defense of same, and provided and to the extent such suit or claim solely arises out of, pertains to, or is related to the negligence, recklessness or willful misconduct of AEG. However, AEG will noUndemnify City if · and to the extent the suit or claim results from: (1) City's alteration of a deliverable, such that City's alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by AEG when it is such use in combination which infringes upon an existing U.S. letters patent or copyright; or (3) any negligence, recklessness or willful misconduct of the City. (2) AEG shall have sole control of the defense of any such claim or suit and all negotiations for settlement in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at AEG's
expense. AEG shall not be obligated to indemnify City under any settlement that is made without AEG's consent, which shall not be unreasonably withheld. If the use or sale of such item is enjoined as a result of the suit or claim, AEG, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item
acceptable to City and extend this patent and copyright indemnity thereto.
b. Integrated Agreement. This Agreement, including the attached exhibits, contains the entire agreement of the parties· and supersedes all prior and contemporaneous agreements and understandings, oral or otherwise, among the parties with respect to the matters contained in this Agreement and may not be modified or amended except as set forth in this Agreement.
c. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be invalid under the applicable law, such ,provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that . provision, or the remaining provisions of this Agreement.
d. Amendments. This Agreement shall not be altered, modified, or amended in whole or in part; except in a writing executed by both the City and AEG. ~

55575.38190\32220183.1
Item 1N - Page 103
e. Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, successors and assigns as permitted. herein.
f. Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be personally delivered, sent by registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by electronic transmission, and shall be deemed received upon the earlier of: (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business calendar days after the date of posting by the United States Postal Service if by mail; .or (c) when sent if given by electronic transmission. Any notice, request, demand, direction, or other communication sent by electronic transmission must be confirmed within forty-eight (48) 1 hours by letter mailed or delivered. Notices or other communications shall be addressed as follows:

To City:

With a copy to:

To: AEG:

With a copy to:

City Manager
City of Palm Springs
3200 East Tahquitz Canyon Way
Palm Springs, CA 92262
City Attorney
City of Palm Springs
3200 East Tahquitz Canyon Way
Palm Springs, CA 92262
[email protected]
AEG
Attn: General Manager
Palm Springs Convention Center
277 North Avenida Caballeros
Palm Springs, CA 92262
Fax: (760) 778-4102
Charles Steedman
Chief Operating & Development Officer
AEG Facilities, LLC
800 West Olympic Blvd.

Los Angeles, CA 90015
g. Counterparts. This Agreement may be executed in one or more counterparts and each of such counterparts, for all purposes, shall be deemed to be an original, but all of such counterparts together shall constitute but one and the same instrument, binding upon the parties, notwithstanding that all of the parties may not have executed the same counterpart.
h. Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party

55575.38190\32220183.1
Item 1N - Page 104
. against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure _by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions hereof.
i. No Partnership or Joint • Venture. · Nothing herein contained is intended or shall be construed in any way to create or establish the relationship of partners or a joint venture between City and AE G.
j. Force Majeure and Casualty.
(i) Force Majeure. The performance of each party's obligations under this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the affected party (financial inability excepted) if the affected party, within ten (10) calendar days following the commencement of such delay, notifies the other party in writing of the causes of the delay. Unforeseeable causes include, but are not limited to any event beyond the reasonable control of either party including, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, · riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City.
(ii) Casualty. In the event of damage or destruction to a material portion of the Facilities by reason of fire, storm or other casualty loss that renders the Facilities (or a material .portion thereof) untenable ("Casualty Loss"), and the City elects not to remedy such situation such that such damage or destruction is expected to render the Facilities (or a material portion thereof) untenable for a period estimated by an architect selected by the City at AEG's request, of at least one hundred eighty (180) days from the date of such Casualty Loss, either party may terminate this Agreement upon written notice to the other, provided that (a) while the City shall not be required to pay any compensation to AEG during the period that the Casualty Loss continues, including pursuant to Section 17(a); provided however, that the City shall not be relieved of its obligation to pay to AEG its Fees due under Section 17(a) for the period leading up to date of the Casualty Loss; and (b) in the event the Facilities once again become tenable at any time during the Term, this Agreement shall, at the option of AEG, once again be·come effective and AEG shall manage and operate the Facilities under the terms hereof for the remainder of the original Term.
k. Compliance with Law. AEG warrants and covenants that all Services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations . .J I. Independent Legal Counsel and· Tax Advice. Each Party acknowledges that is has been represented by independent legal counsel of its own choice and has obtained its own tax advice throughout all of the negotiations that

55575.38190\32220183.1
Item 1N - Page 105
I
_J
preceded the execution of this Agreement or has knowingly and voluntarily declined to consult legal counsel or obtain tax advice, and that each Party has executed this Agreement with the consent and on the advice of such independent legal counsel or other tax advisor.
· m. No Third Party Beneficiaries. 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.
n. Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. o. 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 and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the · other Party.
p. - Responsibilities of the Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless specified herein, neither party shall be responsible for the service of the other.
q. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound.
r. Incorporation of 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.
s. Plastic and Styrofoam Use. The City is in the process of developing citywide regulations for use of plastics and Styrofoam. Once the City municipal code has been modified, then AEG shall comply with those provisions. In the interim, the following restrictions apply to single-use food ware associated with food service operations at the Facilities:

55575.38190\32220183.1
Item 1N - Page 106

1. Materials made of expanded polystyrene (EPS) foam are · prohibited. . .

2. Plastic straws are gener~lly prohibited. A limited number should be kept on hand to be distributed on request to individuals that may need it to accommodate disabilities.

3. Single-use food ware that is biodegradable is encouraged wherever possible.

4. If single-use plastic food ware is necessary, it will be limited to PET and HOPE (codes 1 and 2).

26. Minor Modifications/Additional Terms to Be Finalized. The provisions of this Agreement require a close degree of cooperation between the parties and "Minor Changes" to this Agreement may be required from time to time. "Minor Changes" mean changes to this Agreement that do not result in a change to· the Section 17 Compensation (except for the definition of Consumer Price Index which shall be considered subject to Minor Changes) in effect on the Execution Date, including but not limited to those terms and conditions still under discussion between the parties and yet to be finalized which are contained in Exhibit E attached hereto.

Accordingly, the ,parties may mutually agree they will cooperate in good faith to make "Minor Changes" to this Agreement to be evidenced by their approval and execution of an "operating memorandum" reflecting such Minor Changes including but not limited to those terms and conditions referred to on Exhibit E attached hereto. To · the extent permitted by Applicable Law:
. a. Neither the Minor Changes nor any Operating Memorandum shall · require public notice or hearing.
b. The City Attorney and City Manager shall be authorized to determine whether proposed modifications and refinements are "Minor Changes" subject to this Section 26 or more significant changes requiring amendment of this Agreement.
c. The City Manager may execute any Operating Memorandum without City Council action and provide notice to the City Council.

The parties acknowledge and agree that this Agreement is subject to the parties finalizing the term and conditions in Exhibit E and should the parties fail to come to a final agreement on the terms and conditions in Exhibit E, this Agreement shall be null and void.

55575.38190\32220183.1
Item 1N - Page 107
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
"CITY"
City of Palm Springs
D~e: ___ ~~-~---?~/4~-~-Q_/~,9~--
APPROVED AS TO FORM: ATTEST
.....,_ By:g~ /3 ~/?
Jffr ~ Balli ger
City Attorney
APPROVED BY CITY COUNCIL:

Date:~ Agreement No. d$3DC/
Corporations require two notarized signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer. "AEG"
AEG Management Palm Springs, LLC, a Delaware limited liability company

55575.38190\32220183.1
:3toit tt E ~e.v.__c..u !ifl ~ Printed Name/Titl~)c@-

APPROVED BY CITY COUNCIL
-A <l'3o<[ SA
Item 1N - Page 108

ACKNOWLEDGMENT
A notary public: or other officer completing this .
certificate verifies only the. identity ofthe individual · who signed the document to which this certificate is
attached, and not the truthfulness,. accuracy, or
validity of that document.

State of California V\ . . I A
County of . 1:05 !J Qgt Lil S )
0 On (S'.Lil Ly J lo I ;;) 0 \ 5 before me, C, hr/ 9' I t!,ll, l)l \) lQ, Nat11w & bl IC: . . . (insert name and titlJ of the o er) · personally appeared tn(l C ( a 5 \-l Steed ma,n . · . · . . . . who proved to me on the basis of satisfactory evidence to be the perso'i'tt&) whose na·me~ subscribed to the within instrument anc:I acknowledged to me that~~e/they executed the same in @fterlt~r authorized capacity~), and that by@he_r/tf1'elr signatu~eW,__CJn the instrument the person(s.tor the entity upon behalf of which the person~ acted, executed the instrument. .

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing · paragraph is true and _correct. • ·
WITNESS my hand and official seal.
(Seal)

CHRISTINE DAVIE
Comm. #2161840 111
Notary Public, Callfornlil P::
·· Los Angeles County 1 • ,,, . -~omm; Ex~~re! AUJ .~!•_2~~0 Item 1N - Page 109
..•• , ..-• .a ..•••.
;:,~~i.1../ ~!na :,: ... !)~:-.t
·\d.:~1-,.,'.(;c •. o:,i.n>-. ~
•;. ' •.• :•:J=, ... ' ::··;: ,~ • '.:!'' \
-:·.,!!,. '). \ (! 1 ·;·-i.: '·'
: 1'i,.•··; ,,-r f .. •df,\i
Item 1N - Page 110
,,.__,_---
ACKNOWLEDGMENT·
A notary public or other officer completing this .
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness,. accuracy, or
validity of that document.

St.ate of California. . .

County of l __ os ttn~u ~
be1ore me, Ch ns-h 'N! Da il li.)\Jtta_af !.\,biic'
(insert name and title of the offi r)
On -:Sul,, Jlo J.()(q . . l , . . .
pe'rsonally appeared :JDbo E~ t C'l"(\0.X) ,J[ . . . . . . . . who proved to me on the basis of satisfactory evidence to be the persontaj whose name"(sj@/a~ subscribed to the within instrument and acknowledged to me that~/s~/t~ executed the same in (®tlie(/tft(zjr authorized capacity(~, and that b~~/t~ir signatwe'W_ on the instrument the · person~ or the entity upon behalf of which the person~cted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing · paragraph is true and correct. · ·
WITNESS my hand and official seal.

Signatuie~ fu2:t/
~ •• ·:-~ '•, • CHRISTINE DAVIE .. . f .. ~- \ Comm. #2161840 111 ;~-- , Notary·Public• California I!:
·;, ·,:; Los Angeles County '.""
Comm. Expires Aug 31, 2020
{Seal)
Item 1N - Page 111
·li
; ;_(•\ r ~• \.l\!.''
,·..,r·
Item 1N - Page 112

EXHIBIT A

SCOPE OF MANAGEMENT SERVICES
The Management Services to be provided by AEG, include, but are not necessarily limited to the following:

1. Manage, operate, maintain and promote the Convention Center in a manner that is consistent with other comparable facilities providing similar services throughout the United States;

2. Plan, coordinate and administer operation of the Facilities;

3. Negotiate, execute and perform contracts, use agreements, licenses and other agreements: (a) with persons who desire to schedule events, · performances, telecasts, broadcasts or other transmissions in, from or to the Facilities or who desire otherwise to use the Facilities or any part thereof; or (b) that otherwise pertain to the use, operation, marketing, promotion and occupancy of the Facilities or any part thereof vendors and subcontractors providing services within the Facilities such as food and beverage, utility distribution, Wi-fi, data, etc. subject to review and written approval by the City Manager;

4. Negotiate, execute and perform contracts, use agreements, licenses and other agreements: (a) for all sponsorships, including, but not limited to, the use of advertising space in or abo'ut the Facilities and all advertising rights of whatever kind or nature related to the Facilities, and (b) for the sale, promotion, marketing and use of all names, trademarks, trade names, logos and similar intangible property relating solely to the Facilities;

5. Operate, procure or cause to be operated: (a) concessions within the Facilities for the sale of food, beverages, souvenirs, novelties and programs, and (b) clubs and restaurants within the Facilities. AEG shall endeavor to solicit local businesses to the extent possible for all concessions, and shall cooperate with City and City Manager shall have final approval regarding the selection of concessionaire(s).

6. Furnish all services, personnel, materials, tools, machinery, equipment and other items necessary to accomplish the foregoing requirements including hiring, training, paying and supervise all personnel hired at the Facilities;

7. Devise and implement procedures reasonably designed to keep the Facilities in good order and condition, subject to ordinary wear and tear, and maintain the Facilities in such order and condition; A-1
55575.38190\32220183.1
Item 1N - Page 113
'-~

8. Coordinate all advertising, licensing, promotional activities, marketing, and public relations for the Facilities in coordination with the Tourism Services to be provided under this Agreement;

9. Within one-hundred twenty (120) days of assuming control of Facilities, submit a five-year strategic plan for the Facilities

10. Submit a written business/sales plan (henceforth referred to as the "Plan") for the year commencing on or before June 1 of each Contract Year of the Term of this Agreement for approval by City, which approval shall be exclusive to the City and shall not be unreasonably withheld or delayed.

The sales plans shall be consistent with the policy that the primary role of AEG's convention sales division is to sell space in the Facilities. The Plan shall include, but not be limited to:
a. A summary of actual performance against goals for the previous Fiscal Year, including reasons for significant divergence from goals. b. A summary of the impact of competitive destinations and facilities, including enhancements to the convention product made in these destinations during the previous Fiscal Year.
c. An overview of the strengths, weaknesses, opportunities and challenges with respect to the Palm Springs convention destination, focusing on changes occurring during the preyious Fiscal Year. d. A description of the action plan for the upcoming Fiscal Year. e. A statement of goals for the upcoming year. Goals should include all areas tied to incentive fees, as well as other goals that can include but are not limited to events by type, attendance by type, occupancy; and economic impact.

11. Establish and maintain consistent procedures for cost estimating and reporting, maintenance and payment of invoices;

12. Monitor actual and projected expenses;

13. Within six (6) months following the approval by the City Council of this Agreement, AEG shall compile an inventory of all furniture, fixtures and equipment which are part of the Facilities or have been otherwise paid for by or on behalf of the City with a minimum initial purchase of $1,000. AEG shall be required to update the inventory on the third anniversary of the Effective Date, in accordance with generally accepted accounting principles (GAAP) for fixed assets. The updated inventory may capitalize the assets and shall be presented to the City concurrent with the Annual Audit required pursuant to Section 11. ·
A-2
55575.38190\32220183.1
Item 1N - Page 114

14. Meet monthly with primary hotel' partners to discuss cooperative sales efforts, the status of current sales prospects, and to report on business currently booked at the Facilities.

15. Manage and operate the Facilities so as to minimize expenses and maximize revenues; provided, however, that AEG, in establishing and implementing its booking policies, may schedule not only those events that generate substantial direct revenue to the Facilities, but also those events that produce less direct revenue but, in AEG's good faith judgment, generate either a significant economic, cultural or other benefit to City or otherwise serve the public interest;

16. Not permit the use of the Facilities without charge for such use, absent City Manager's prior written consent;

17. Maintain the Facilities in good condition, reasonable wear and tear excepted and continue maintenance procedures which will keep the Facilities in good condition and working order, reasonable wear and tear excepted. Without limiting the foregoing, the parties acknowledge that the overall appearance and maintenance of the Facilities are important to client relations, promotions and marketing of the Facilities. Consistent therewith, AEG shall perform general routine maintenance of the entire Facilities consistent with a first-class facility comparable to other facilities providing similar services throughout the United States, and, in particular, AEG shall provide specialized maintenance for the air conditioning chiller units in accordance with the recommendations and/or schedules of the manufacturer, using competent, properly trained personnel; and

18. Require that all persons using the Facilities or attending events therein comply with all legal requirements of all governmental authorities having jurisdiction over the Facilities, and that the use of the Facilities complies with all applicable laws including, but not limited to, civil rights statutes, the Americans With Disabilities Act, and specifically, Palm Springs Municipal Code 7.09.040 "Non-discrimination in contracting." AEG shall prepare appropriate facility rental / use application forms requiring applicants to certify and confirm compliance with all applicable laws, including PSMC

7.09.040.

19. Select a General Manager. AEG shall identify and the City shall approve any selected General Manager to be assigned to the Convention Center upon execution of this Agreement. In the event AEG requests to substitute the General Manager during the term of this Agreement, AEG shall first coordinate with the City Manager and provide a list of persons with requisite experience and references as the selection of the new General Manager. The City Manager shall have final approval of any replacement or substitute. approval by the City Manager.

A-3
55575.38190\32220183.1
Item 1N - Page 115

20. Ensure compliance with all City policies defined in the Palm Springs Municipal Code including but not limited to local preferences, nondiscrimination, and locally-owned businesses.

A-4
55575.38190\32220183.1
Item 1N - Page 116

EXHIBIT B

SCOPE OF TOURISM SERVICES
The Tourism Services to be provided by AEG, include, but are not necessarily limited to the following:

1. Manage and operate the Palm Springs Visitor Center.

2. Advertise and otherwise promote tourism to the City of Palm Springs, including, but not limited to:
a. Generating positive awareness of the City as a destination choice for leisure travelers; ·
b: Stimulating interest and desire on the part of domestic and international customers to take action and visit;
c. Planning special events as the City Council may from time to time request;
d. Creating positive awareness, support and participation in the City's tourism marketing programs.

3. Prepare an annual business marketing plan as follows: . a. . Each year during the Term; except during the initial year of the Agreement, on or before June 1, AEG shall submit to the City the "Annual Business Plan," which is a proactive business marketing plan which includes a detailed list of each of the programs and duties AEG shall perform pursuant to this Agreement for the next Fiscal Year. In the initial year of this Agreement, AEG shall be required to submit its Annual Business Plan no later than December 1,. 2019. AEG shall perform its obligations under this Agreement as authorized pursuant to the approved Annual Business Plan.
b. Each Annual Business Plan shall include the following:
55575.38190\32220183.1
(1) An Executive Summary;
(2) A statement, restatement or update of AEG's marketing mission as applicable;
(3) A discussion of the prior Annual Business Plan, if any, the extent to which the objectives were achieved, and an
B-1
Item 1N - Page 117
55575.38190\32220183.1
explanation thereof including, but not limited to, the
challenges of the prior year;
(4) A list of all major objectives for the upcoming year; (5) Planned events and activities for the new year;
(6) An analysis of the challenges projected for the upcoming year including, but not necessarily limited to, marketplace complications which act as or are perceived to be
impediments to success, which include major challenges, such as competitive city hotel inventories, other marketing budgets, economic conditions, and other conditions which may unfavorably impact AEG's ability to create customer share of mind and market;
(7) An explanation of the results expected to be achieved in the upcoming year including projected goals in firm numbers; (8) An update on any additional research gathered in the previous year;
(9) A market analysis of travel trends and visitor trends for the upcoming year, including, but not limited to, relevant national trends; .
(10) An analysis of the market segments to be targeted in the upcoming year;
(11) Major strategies to be undertaken including, but not necessarily limited to:
(a) Advertising;
(b) Public relations;
(c) Direct marketing;
(d) Direct sales; and
(e) Promotional and cooperative opportunities, including, but not limited to, trade shows and sales forums;
(12) A comprehensive marketing calendar indicating the
· implementation of all major strategies by month;
(13) A detailed budget; and
B-2
Item 1N - Page 118
,~
I \
\ I ,..____1
(14) Strategies to modify and improve the operation of the Visitor Center aimed at making it more efficient,
accessible and informative to international, national and regional visitors.
c. Any significant change in the Annual Business Plan shall first be approved by the City Manager.

4. • In conjunction with the City ahd community stakeholders, provide public relations and promotional support for special events as requested by the City.
• 5. Maximize marketing funds and results by leveraging increased marketing . support and synergism with other principal partners, including the Convention Center and the Greater Palm Springs Convention and Visitors Bureau.

6. Establish a tracking system that identifies and measures key activities performed by AEG including productivity arid return on investment.

7. Maintain a community relations plan that encourages stakeholder input and consensus.

8. Negotiate, execute and perform contracts, use agreements, licenses and other agreements that pertain to the operation, marketing or. promotion of the Visitor Center and/or tourism within Palm Springs subject to those restrictions set forth in this Agreement.

9. Establish and maintain consistent procedures for cost estimating and reporting, maintenance and payment of invoices, including preparation · of the Tourism Budget, a line item budget and reports as described herein.

10. Monitor· actual and projected operating expenses incurred by AEG in the performance of its duties under this Agreement. Make prompt . payment of all expenses from funds made available for that purpose.

11. Maintain a website designed · to promote the City as a tourist destination. All City owned and/or operated amenities shall ·appear first on any listing or categorization. of such amenities on said webpage.

12. Maintain the Visitor Center in good condition, reasonable wear and tear excepted and continue maintenance procedures which will keep the Facilities in good condition and working order, reasonable wear and tear excepted ..

B-3
55575.38190\3.2220183.1
Item 1N - Page 119

13. . Select a Director of Tourism. It is anticipated that the current Director of Tourism will continue in that role as of the time of the Effective Date.

In the event that there is a need to identify a new Director of Tourism, AEG shall identify and the City shall approve any selected Director of Tourism. In the event AEG requests to substitute the Director of Tourism during the term of this Agreement, AEG shall first coordinate with the City Manager and provide a list of persons with requisite experience and references as the selection of the new Director of Tourism. The City Manager shall have final approval of any replacement or substitute.

14. The Director of Tourism shall outreach to and involve the broad spectrum of tourism within the City, including representatives of large hoteliers, medium hoteliers, small hoteliers, vacation rentals, gay tourism, the Uptown Design District merchants association, the Mainstreet association, restaurateurs, the Convention Center, significant attraction venues, and other similar groups or persons as identified by the City Manager. Such outreach and involvement may include the formation of an. advisory committee consisting of representatives of this broad spectrum of tourism. The Director may refer issues to this advisory committee for comment and advice relating to the promotion of Palm Springs as a tourist destination, including, but not limited to, marketing, coordination of activities with Palm Springs businesses, the Annual Performance Review, and other responsibilities. of AEG provided in the Agreement. In the event the City Council by ordinance or resolution establishes a committee, commission, or board to advise the City and/or the Director on tourism matters, the Director shall serve as Secretary, and shall provide all necessary or appropriate staff support, to such body.

B-4
55575.38190\32220183.1
Item 1N - Page 120

EXHIBIT C

SCOPE OF WELWOOD MURRAY MEMORIAL LIBRARY SERVICES
The Welwood Murray Memorial Library ('WMML") Services to be provided by AEG, include, but are not necessarily limited.to the following:

1. Provide tourism and related services at the WMML during normal operating business hours, 9AM to 9PM daily, including holidays (except New Year's Day, Thanksgiving Day, and Christmas Day) unless otherwise modified at the discretion of the City Manager. AEG shall assign two employees to cover WMML operations. AEG staff shall arrive 30 minutes · prior to opening and stay 15 minutes after closing to handle day-to-day opening/closing procedures.

2. The City's Library Director may dedicate one City employee to be in responsible charge of the daily management of the WMML, who will oversee AEG's assigned employees at the WMML.

3. AEG's employees assigned to WMML shall share library duties in the WMML, particularly printing, computer assistance, issuing restroom keys, newspaper and magazine processing, sorting mail, cash reconciliation, and purchasing, order and stocking basic office supplies (at AEG expense). ·

4. AEG shall maintain brochure rack spaces for itself, the City Library and the Historical Society. AEG shall maintain one designated display case for the Visitor's Center. ·

5. AEG may collect and retain revenue from printing to cover its costs for same.

6. AEG shall coordinate with the City's Library staff on the reservation and use of the Cornelia White Community Room, and provide assistance with opening and closing the room for scheduled meetings, and for operating the City's audio and visual equipment (as required). All revenue from room rentals shall be coordinated directly with the City's Library staff.

7. AEG shall assume responsibilities for compliance with City or County regulations when WMML is designated as a "Cooling Center" (activated when high temperature will reach or exceed 97°F, June 1 through October 15), requiring distribution of water and snacks (furnished by County).

8. AEG shall provide the City Library staff with a monthly report showing door counts and total visitors, with comparison to prior year, issues of interest or concern, or other information as requested by the City.

D-1
55575.38190\32220183.1
Item 1N - Page 121

EXHIBIT D

TRANSITION SERVICES AGREEMENT
During the Transition Period, AEG shall, subject to the terms and conditions of this Agreement, provide the following services in accordance with the Transition Services Agreement at no cost to the City (the "Transition Services"):
55575.38190\32220183.1
(1) Review, provide suggested revisions to and confer with the City on suggested revisions to the 2019-2020 Budget;
(2) establish and develop operating plans, practices and procedures for Facilities operations;
(3) start to build and develop brand marketing strategies with respect to the Facilities, for the industry;
(4) establish, implement and monitor the accounting, security, human resources, marketing and regulatory compliance
systems;
(5) establish benchmark standards and build reporting platforms with respect to the operation of the Facilities;
(6) recruit, select and hire Facility Personnel and implement necessary procedures, techniques and training programs to obtain and evaluate qualified applicants;
(7) conduct, or assist with, relevant background checks relating to suitability standards and other matters, for potential Facility Personnel;
(8) build and implement financial reporting systems, cash management plans and Event settlement mechanisms;
(9) undertake risk assessment, underwriting and claims
management systems;
(10) build safety, security and risk policies and procedure operating manuals and liaise with applicable Governmental Authorities with respect to the foregoing;
(11) coordinate the Facility's food and beverage and concessions operator(s);
(12) in connection with the foregoing, (i) assign a direct individual representative of AEG (the "AEG Representative") who will attend in-person meetings and general consultations during Item 1N - Page 122
55575.38190\32220183. 1
(~,
: j
the Transition Period and (ii) to the extent necessary, marshal other resources of AEG's affiliates; provided that City shall reimburse AEG for the expenses of AEG
Representatives and any other resource that is required to travel to Facilities or to meet with Owner, in each case as incurred in connection therewith during the Transition Period.

Item 1N - Page 123

EXHIBIT E

ADDITIONAL TERMS TO BE FURTHER DISCUSSED AND NEGOTIATED BY THE

PARTIES
All provisions agreed upon and inserted into the body of the Agreement 55575.38190\32220183.1
Item 1N - Page 124
CERTIFICATE OF LIABILITY INSURANCE ~ i;()q DATE (MM/DDNYYY) 11/30/2022
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER
MARSH USA INC.
1717 Arch Street
Philadelphia, PA 19103-2797
CN130160009-ASMG-CRIME-22-23

INSURED
ASM GLOBAL PARENT, INC.
300 CONSHOHOCKEN STA TE ROAD
SUITE 450 AND 700
W. CONSHOHOCKEN, PA 19428

COVERAGES
FAX
A/C No :

NAIC#
20281
INSURERS :

INSURERC :

INSURER D:

INSURER E:

INSURER F:

CERTIFICATE NUMBER: CLE-005877382-45 REVISION NUMBER: 4

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD

INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO All THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR TYPE OF INSURANCE IADDL I5UBR POLICY EFF POLICY EXP LTR 1,.,~n wvn POLICY NUMBER LIMITS IMM/DDNYYYI IMM/ODNYYYI COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $
I CLAIMS-MADE • OCCUR UAMAl.,tc I U KtcN I tcU
PREMISES I Ea occurrence I $
MED EXP (Anv one person) $ - PERSONAL & ADV INJURY $ -
GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $
~ POLICY •JECT PRO- •
LOC PRODUCTS - COMP/OP AGG $
OTHER $
AUTOMOBILE LIABILITY - pg~~~~llNGLE LIMIT $
ANY AUTO BODILY INJURY (Per person) s - OWNED - SCHEDULED BODIL y INJURY (Per acooenl) $ - AUTOS ONLY f---- AUTOS
HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY /Per accidentl - - $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ - EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION $ $
WORKERS COMPENSATION I PER I I OlttAND EMPLOYERS' LIABILITY STATUTE ER Y I N ANYPROPRIETOR/PARTNER/EXECUTIVE • N / A E L EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED?
(Mandalory In NH) E L DISEASE - EA EMPLOYEE $
If yes, descnbe under
DESCRIPTION OF OPERATIONS below E L DISEASE - POLICY LIMIT $ A CRIME 8261-2867 12/01/2022 12/01/2023 LIMIT 5,000,000 SIR 100,000
DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Addltlonal Remarks Schedule, may be attached if more space Is required)

PALM SPRINGS CONVENTION CENTER, FACILITY OWNER AND SMG IS A LOSS PAYEE AS RESPECTS THE SMG VENUE MANAGEMENT OPERATIONS AT THE PALM SPRINGS CONVENTION CENTER

CERTIFICATE HOLDER

CITY OF PALM SPRINGS
ATTN: CITY CLERK
3200 E. TAHQUITZ CANYON WAY
PALM SPRINGS, CA 92262
ACORD 25 (2016/03)

RECEIVED
DEC O 8 2022
City Hall
Reception Desk

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
© 1988-2016 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of
Item
ACORD
1N - Page 125
000231 2 SP

CITY OF PALM SPRINGS
ATTN: CITY CLERK
0487
3200 E. TAHQUITZ CANYON WAY
PALM SPRINGS, CA 92262
0487-01-00-0002312·0001 -0004837
-C01-P02313-I
Item 1N - Page 126
CERTIFICATE OF LIABILITY INSURANCE ~ i;()q DATE (MM/DDNYYY) 11/30/2022
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER
MARSH USA INC.
1717 Arch Street
Philadelphia, PA 19103-2797
CN130160009-ASMG-CRIME-22-23

INSURED
ASM GLOBAL PARENT, INC.
300 CONSHOHOCKEN STA TE ROAD
SUITE 450 AND 700
W. CONSHOHOCKEN, PA 19428

COVERAGES
FAX
A/C No :

NAIC#
20281
INSURERS :

INSURERC :

INSURER D:

INSURER E:

INSURER F:

CERTIFICATE NUMBER: CLE-005877382-45 REVISION NUMBER: 4

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD

INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO All THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR TYPE OF INSURANCE IADDL I5UBR POLICY EFF POLICY EXP LTR 1,.,~n wvn POLICY NUMBER LIMITS IMM/DDNYYYI IMM/ODNYYYI COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $
I CLAIMS-MADE • OCCUR UAMAl.,tc I U KtcN I tcU
PREMISES I Ea occurrence I $
MED EXP (Anv one person) $ - PERSONAL & ADV INJURY $ -
GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $
~ POLICY •JECT PRO- •
LOC PRODUCTS - COMP/OP AGG $
OTHER $
AUTOMOBILE LIABILITY - pg~~~~llNGLE LIMIT $
ANY AUTO BODILY INJURY (Per person) s - OWNED - SCHEDULED BODIL y INJURY (Per acooenl) $ - AUTOS ONLY f---- AUTOS
HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY /Per accidentl - - $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ - EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION $ $
WORKERS COMPENSATION I PER I I OlttAND EMPLOYERS' LIABILITY STATUTE ER Y I N ANYPROPRIETOR/PARTNER/EXECUTIVE • N / A E L EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED?
(Mandalory In NH) E L DISEASE - EA EMPLOYEE $
If yes, descnbe under
DESCRIPTION OF OPERATIONS below E L DISEASE - POLICY LIMIT $ A CRIME 8261-2867 12/01/2022 12/01/2023 LIMIT 5,000,000 SIR 100,000
DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Addltlonal Remarks Schedule, may be attached if more space Is required)

PALM SPRINGS CONVENTION CENTER, FACILITY OWNER AND SMG IS A LOSS PAYEE AS RESPECTS THE SMG VENUE MANAGEMENT OPERATIONS AT THE PALM SPRINGS CONVENTION CENTER

CERTIFICATE HOLDER

CITY OF PALM SPRINGS
ATTN: CITY CLERK
3200 E. TAHQUITZ CANYON WAY
PALM SPRINGS, CA 92262
ACORD 25 (2016/03)

RECEIVED
DEC O 8 2022
City Hall
Reception Desk

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
© 1988-2016 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of
Item
ACORD
1N - Page 127
~ ?V 9
ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 01131/2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED prov is ions o r be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies m ay require an endorsem ent. A statement o n this certificate does not confer rights to the certificate holder in lie u of s uc h endorsement(s).

PRODUCER CONTACT
MARSH USA INC NAME:

PHONE FAX
1717 Arch Street (A/_C-_No Ext): (A/C, No):

PHILADELPHIA, PA 19103-2797 E·MAIL
Attn PHILADELPHIA.CERTS@lMARSH COM ADDRESS: -
INSURER($) AFFORDING COVERAGE NAIC #
CNl 30160009-ASMG-PROF-23-24 INSURER A : AIG Special!}i Insurance Cof!1l)llny 26883 INSURED INSURER B : ASM GLOBAL PARENT, INC --
300 CONSHOHOCKEN STATE ROAD INSURER C :

SUITE 450 AND 700 INSURER D : W CONSHOHOCKEN, PA 19428 - INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER· CLE-005709323-56 REVISION NUMBER: 7

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR ADOL SUBR POLICY EFF POLICY EXP - LTR TYPE OF INSURANCE fN<on wvo POLICY NUMBER lMMIOD/YYYYI lMM/00/YYYYl LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE s E DAMAGE TO RENTED ,~,.,.". OCCUR PREMISES (Ea occurrenceJ $ MEO EXP (Any one person) s
r PERSONAL & ADV INJURY s
L AGGREGATE LIMIT APPLIES PER I GENERAL AGGREGATE $
~ POLICY ] JEPRCT O- LOC PRODUCTS • COMP/OP AGG s
OTHER r- $
AUTOMOBILE LIABILITY I I fOMBINED SINGLE LIMIT $
I ccid~
ANY AUTO LY INJURY (Per person) $
~ OWNED
~ SCHEDULED ~ILY INJURY (Per aCCld;;;;;;-
~
s j AUTOS ONLY AUTOS OPERTY DAMAGE - f-- HIRED NON-OWNED $ AUTOS ONLY AUTOS ONLY accidel}!L $
L UMBRELLA LIAB ~ OCCUR f EACH OCCURRENCE s r-4 EXCESS LIAB CLAIMS•MAQ§_ AGGREGATE 1: --- OED 7 RETENTIONS

WORKERS COMPENSATION
I PER OTH•

ANO EMPLOYERS' LIABILITY
I

STATUTE ER Y/N
r~ACHACC~ 1s ANYPROPRIETOR/PARTNER/EXECUTIVE • 1N /A I
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) ~ !SEASE • EA EMPLOYEE1 $
~lrc:P5l=ro~ ont~PERATIONS below E L DISEASE • POLICY LIMIT $

A PROFESSIONAL LIABILITY
I I
02-382-44-76 01/30/2023 01/30/2024 LIMIT 2,000,000
SIR 250,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached ii more space is required)

RECEIVED
FEB O 7 2023
City Hall
Reception Desk

CERTIFICATE HOLDER CANCELLATION

CITY OF PALM SPRINGS SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 3200 E TAHQUITZ CANYON WAY THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN PALM SPRINGS, CA 92262 ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
I ~USA?~.
© 1988-2016 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Item 1N - Page 128
0003624 SP 0037

CITY OF PALM SPRINGS
3200 E TAHQUITZ CANYON WAY
PALM SPRINGS, CA 92262
0037-01-00-0003624·0001-0007502
.C01-P03625-I
~ Item 1N - Page 129 ~
000231 2 SP

CITY OF PALM SPRINGS
ATTN: CITY CLERK
0487
3200 E. TAHQUITZ CANYON WAY
PALM SPRINGS, CA 92262
0487-01-00-0002312·0001 -0004837
-C01-P02313-I
Item 1N - Page 130

ATTACHMENT B
Item 1N - Page 131
PRESS RELEASE NOVEMBER 7, 2023
PRESS RELEASE: LEGENDS ANNOUNCES ACQUISITION

OF ASM GLOBAL
Combination Creates Global Live Events Company Dedicated to Serving the Most Iconic and Innovative Brands in Sports and Entertainment
Legends and ASM Global today announced the signing of a definitive agreement under which Legends will acquire ASM Global to create a premium live events company dedicated to providing outstanding experiences for fans around the world.

The acquisition of ASM Global’s venue management capabilities will enhance Legends’ services portfolio, positioning Legends to meet the expanding needs of sports organizations, entertainment venues, convention centers, and attractions globally while supporting its vision to deliver exceptional live experiences for fans in the digital age. “Legends and ASM Global are both deeply client-centric and fan-focused and together we will deliver maximum value for our global client roster with even greater support and service options,” said Shervin Mirhashemi, CEO of Legends. “Welcoming ASM Global to Legends is a capstone achievement in our 15-year journey toward becoming the world’s trusted partner for connecting people with the brands and communities that matter most to them, and for helping our clients create memorable moments that keep their fans and patrons returning time and again.”
Ron Bension, President and CEO of ASM Global, said: “We’re thrilled to join Legends, which shares our client-first approach and advances our goal of offering our partner organizations a truly seamless experience while driving the growth of their businesses. Our clients will benefit from Legends’ robust services, innovation, technology, and global partnerships which, combined with ASM Global’s venue management and content and event booking expertise, will provide our clients with locally tailored solutions and cutting-edge technologies to achieve outstanding fan experiences and improved venue owner results.” Legends provides venue planning and project management, premium sales, sponsorship, hospitality, and merchandise services to many of the world’s most iconic sports, entertainment, and attractions brands, including Real Madrid, SoFi Stadium, One World Observatory, Dallas Cowboys, FC Barcelona, University of Notre Dame, New York Yankees, and Ryder Cup, as well as leagues and properties such as the NFL, MLB, NASCAR, PGA of America, and FIFA World Cup. Sixth Street, a leading global investment firm with over $74 billion in assets under management, is the majority investor in Legends in partnership with YGE Holdings, LLC, an affiliate of the New York Yankees, and the Jerry Jones family, owners of the Dallas Cowboys.

This website uses cookies to enhance user experience and to analyze performance and traffic on our website. We also share information about your use of our site with our social media, advertising and analytics partners. Cookie Policy Do Not Sell My Personal Information
Accept Cookies
Item 1N - Page 132
ASM Global manages a portfolio of live event entertainment venues worldwide and provides best-in-class venue operation and content and event booking. With clients spanning five continents, ASM Global operates venues that serve live events for more than 164 million guests annually including at ICC Sydney Convention Center, Avicii Arena in Stockholm, OVO Arena Wembley in London, Coca-Cola Arena in Dubai, and State Farm Stadium, among many others.

Through this acquisition, Legends will expand its geographic reach and range of services as it continues to innovate and create datadriven solutions tailored to the needs of each individual client. By adding ASM Global’s complementary capabilities, Legends will be able to support its clients from project conception and planning to venue development and management, content and event booking, revenue strategy and sales execution, as well as omnichannel merchandising and hospitality services.

As part of the transaction, current ASM Global equity holders Onex and AEG will sell their ownership interests. ASM Global will continue to serve existing and in-development AEG venues.

Financial terms of the transaction were not disclosed. Moelis & Company LLC and BofA Securities, Inc. are serving as financial advisors to Legends, and Ropes & Gray LLP is serving as its legal counsel. ASM Global’s financial advisors are Goldman Sachs and Jefferies, and its legal advisors are Latham & Watkins LLP, Hogan Lovells, and Arnold & Porter.

SEE ALSO: PRESS RELEASE

PRIVACY POLICY TERMS & CONDITIONS DO NOT SELL MY PERSONAL INFORMATION © 2024 Legends | All Rights Reserved Follow us on
This website uses cookies to enhance user experience and to analyze performance and traffic on our website. We also share information about your use of our site with our social media, advertising and analytics partners. Cookie Policy Item 1N - Page 133

CITY COUNCIL STAFF REPORT
DATE: OCTOBER 10, 2024 PUBLIC HEARING
SUBJECT: AN APPLICATION BY CHARLES E. BENTALL AND JULIE BENTALL,

REPRESENTED BY THE PALM SPRINGS PRESERVATION

FOUNDATION, FOR HISTORIC SITE DESIGNATION OF THE
BURNHAM-WELLS RESIDENCE LOCATED AT 1850 SMOKE TREE
LANE (APN 510-172-001), CASE HSPB #159
FROM: Scott C. Stiles, City Manager
BY: Department of Planning Services
SUMMARY:

The Burnham-Wells Residence, located at 1850 Smoke Tree Lane (Rock 6, 4L), is a home designed by architect John Porter Clark in 1936. The home is an early example of residential development from the “Period Between the Wars (1919-1941)”, and described as a one-story, rustic ranch-style residence. When this home was completed, Smoke Tree Ranch was known as a “dude ranch” reflecting the tourism trends specific to this time in Palm Springs.

If designated as a historic resource, the property would be subject to the regulations outlined in Section 8.05 of the Palm Springs Municipal Code (PSMC).

The HSPB and staff evaluated the application in accordance with the historic designation ordinance and applicable state/federal regulations, and determined it qualifies as a Class 1 (Landmark) historic site.

RECOMMENDATION:

1. Open the public hearing and receive public testimony.

2. Close the public hearing and adopt Resolution No. _____, “A RESOLUTION OF

THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, DESIGNATING THE BURNHAM-WELLS RESIDENCE LOCATED AT 1850 SMOKE TREE LANE, AS A CLASS 1 (LANDMARK) HISTORIC RESOURCE HSPB #159, SUBJECT TO CONDITIONS (APN 510-172-001).”
Item 2A - Page 1
City Council Staff Report
October 10, 2024 – Page 2
Historic Designation – The Burnham-Wells Residence
BACKGROUND AND SETTING:

The attached historic resources report, prepared by Palm Springs Preservation Foundation (PSPF) (“the report”) and site visits, are the basis of this staff report.

Related Relevant City Actions by HSPB, Planning, Fire, Building, etc.

August, 2024 Site inspection by members of the HSPB and City Staff.

September 3, 2024 HSPB considered the application for designation at a public hearing, recommending Class 1 designation.

Ownership Status
April, 2013 Purchased by current owners.
1850 SMOKE TREE LANE, NORTH (FRONT) ELEVATION, 2024.

The historic designation request was initiated by the homeowner and the historic resources report supports the reclassification of the site as a Class 1 landmark. Staff and HSPB agree with the findings in the report and recommend Class 1 designation.

ANALYSIS AND FINDINGS:

The analysis of the application relative to the criteria for the designation of historic resources is detailed in the attached HSPB resolution and staff report dated September 3, 2024. In order to be designated a historic landmark, a resource must exhibit exceptional historic significance and meet one or more of the criteria listed in PSMC Section

8.05.070.C.1.a. The Board made findings in support of Class 1 (Landmark) designation based on the following criteria:

Item 2A - Page 2
City Council Staff Report
October 10, 2024 – Page 3
Historic Designation – The Burnham-Wells Residence
PSMC 8.05.070, (C,1,Part a). The site, structure, building, or object exhibits exceptional historic significance and meets one or more of the criteria listed below:
(Criterion iii) The resource reflects or exemplifies a particular period of national, state, or local history;
(Criterion v) The resource presents the work of a master builder, designer, artist, or architect whose individual genius influenced his age, or that possesses high artistic value;
The Board also made findings pursuant to PSMC 8.05.070, (5,C,1,Part b); “Historic Integrity” that the Burnham-Wells Residence possesses sufficient historic integrity to qualify as a Class 1 (Landmark) historic site.

During the September 3, 2024 HSPB meeting, the Board discussed the application and made the finding for Class 1 historic site designation. The owner’s representative answered questions of the Board regarding the existing landscape, and no public comments were presented for this item.

CONCLUSION:

The Burnham-Wells Residence meets the definition of a historic resource based on Criterion 3 and 5 of the Palm Springs Historic Preservation Ordinance. The property possesses integrity to qualify as a Class 1 (Landmark) site. The HSPB recommendation to the City Council reflects these findings which are outlined in the attached draft City Council resolution.

ENVIRONMENTAL ASSESSMENT:

The proposed historic resource designation is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical changes to the environment, directly or indirectly.

NOTIFICATION:

Pursuant to Section 94.09.00 (Public Hearing) of the Palm Springs Zoning Code, notice has been mailed to all property owners and residents within five hundred (500) feet of the subject property and notice was published in a newspaper of general circulation.

Item 2A - Page 3
City Council Staff Report
October 10, 2024 – Page 4
Historic Designation – The Burnham-Wells Residence
FISCAL IMPACT:

None.

REVIEWED BY:

Department Director: Christopher Hadwin
Deputy City Manager: Flinn Fagg
City Manager: Scott Stiles
ATTACHMENTS:

A. Vicinity Map.

B. Draft Resolution.

C. Application, related background materials, photos.

D. HSPB resolution, staff report, minute excerpt.

Item 2A - Page 4

ATTACHMENT A
Item 2A - Page 5
Department of Planning Services
Vicinity Map

CITY OF PALM SPRINGS
HSPB #159 – The Burnham-Wells Residence
1850 Smoke Tree Lane
Item 2A - Page 6
I I~
o) N CO--yO'r ET RL
/

I NEOTHOMAS TRL
I
0 "' z
;
0 ,:
::3
l_
\
\
' "' Legend .... _,)
--- D 500 ft Radius
~ Site
~ Pa rce ls
)
,Cl
,ll!:
0 ,!;
::i;;
.) ,ll!:
:,
i \
A LG0o0 NeS T RL
..
•
0 "' w
... iii ,._ ... CATALPA TRL z
:ii
~
SHCfSHONEA.N TRLCl
"' , 0
,!;
::i;;
:, "'
~
~"" i\
•
.
. W E .
.
.
s
\
\
\

COCOPA HTRL
C ) c,:
<
a:
0 I Ii!
c,:
0 I
_,, / -

ATTACHMENT B
Item 2A - Page 7
RESOLUTION NO._____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM

SPRINGS, CALIFORNIA, DESIGNATING THE BURNHAM-WELLS
RESIDENCE, LOCATED AT 1850 SMOKE TREE LANE, AS A
CLASS 1 (LANDMARK) HISTORIC RESOURCE HSPB #159,
SUBJECT TO CONDITIONS (APN 510-172-001).

THE CITY COUNCIL FINDS AND DETERMINES AS FOLLOWS:

A. WHEREAS, Chapter 8.05 of the Palm Springs Municipal Code allows for the designation of historic sites and districts; and
B. WHEREAS, the City of Palm Springs initiated an application, Case HSPB #159, seeking historic site designation of the Burnham-Wells Residence located at 1850 Smoke Tree Lane; and
C. WHEREAS, on August 22 and August 29, 2024, members of the Historic Site Preservation Board (HSPB) and City staff conducted site inspections of the proposed historic resource; and
D. WHEREAS, on September 3, 2024, a noticed public hearing of the Palm Springs Historic Site Preservation Board to consider Case HSPB #159 was held in accordance with applicable law; and
E. WHEREAS, at said hearing, the HSPB carefully reviewed and considered all the evidence presented in connection with the hearing on the project, including, but not limited to, the staff report and all written and oral testimony and voted unanimously to recommend that the Council designate The Burnham-Wells Residence a Class 1 (Landmark) historic resource; and F. WHEREAS, on October 10, 2024, a noticed public hearing of the Palm Springs City Council to consider Case HSPB #159 was held in accordance with applicable law; and G. WHEREAS, at the said hearing, the City Council carefully reviewed and considered all the evidence presented in connection with the hearing on the project, including, but not limited to the staff report and all written and oral testimony.

THE CITY COUNCIL OF THE CITY OF PALM SPRINGS RESOLVES:

SECTION 1: FINDINGS – PART “A”, CRITERIA FOR HISTORIC RESOURCES.

Evaluation of the Application. Pursuant to Municipal Code Section 8.05.070 (C,1,a), the City Council shall evaluate the application and make findings in conformance with the following criteria:

Criteria for the Designation of Class 1 Historic Resources. A site, structure, building or object may be designated as a Class 1 historic resource, provided both of the following findings (“a” and “b”) are met:

Item 2A - Page 8
Resolution No.____

October 10, 2024
a. The site, structure, building, or object exhibits exceptional historic significance and meets one or more of the criteria listed below:

The Burnham-Wells Residence is an example of a rustic ranch home in a development that started out as a “dude ranch” resort. This style of architecture and living started to gain popularity in the 1930s based on a renewed interest of the old west and outdoor living. The home retains a low-pitched roof, wood shake shingles, board-and-batten siding and L-shaped plan. The following is a detailed analysis of the criterion and integrity findings. (Criterion i) The resource is associated with events that have made a meaningful contribution to the nation, state, or community;
Based on the historic resources report, there are no events of significance associated with this site. The site does not qualify under Criterion i.
(Criterion ii) The resource is associated with the lives of persons who made a meaningful contribution to national, state or local history; The first owner, Ralph French Burnham, owned the property from 1936 to 1944 and Gertrude Alice Wells was the second and fifth owner of the home. According to the research provided in the report, none of the people associated with the home are individuals whose activities/achievements rise to the level of significance within the local, state of national context, therefore, Criterion ii is not met.
(Criterion iii) The resource reflects or exemplifies a particular period of national, state, or local history;
A home on a working ranch would typically be a one-story structure constructed with cost efficient materials using simple methods of construction. In Southern California, ranch style homes are closely related to the southwestern adobe, hacienda, or wood vernacular styles. The “rustic style” ranch home is one that harkens back to simplicity and harmony with the natural outdoor setting. Smoke Tree Ranch was a “dude ranch” that catered to this trend and the residential design standards were based on this rustic aesthetic. The Burnham-Wells residence embodies many of these characteristics. It is a one-story home with a L-shaped plan that has a low-pitched roof that is a combination of gable and lean-to roofs forms. The exterior materials consist of wood shake shingles and board-and-batten siding. Covered porches are found on the front and rear elevations of the home. This home not only exemplifies the renewed interest in the rustic ranch-style, but it also reflects the tourism trends of that period and the development of “dude ranches”. The Burnham-Wells home qualifies under Criterion iii. (Criterion iv) The resource embodies the distinctive characteristics of a type, period, or method of construction;
Unlike the National Register criterion concerning construction, the Palm Springs evaluation of construction addresses the type (of construction), the period (of construction) and the method (of construction). It appears that the building was constructed using standard construction methods and materials. While the applicant finds Item 2A - Page 9
Resolution No.____

October 10, 2024
that Criterion 4 is met through the use of board-and-batten construction, this is not considered a technique, method, or material that was unique or distinctive to that period, thus does not qualify for this criterion.
(Criterion v) The resource presents the work of a master builder, designer, artist, or architect whose individual genius influenced his age, or that possesses high artistic value;
According to the research presented in this application, the Burnham-Wells Residence was designed by master architect John Porter Clark. Considered one of the founders of “Desert Modern” architecture, Clark is recognized locally and internationally for his projects and contributions to the field. In Palm Springs some of his most celebrated projects include the Palm Springs Woman’s Club and the Welwood Murray Library. During his successful career as an architect, he also collaborated with other significant practitioners like Albert Frey and Robson Chambers on a variety of projects. The design of the Burnham-Wells residence adheres to the aesthetic requirements of Smoke Tree Ranch that includes attention to scale, materials, and site planning. The architectural detailing is consistent throughout the home and the home that is sited harmoniously in the natural desert landscape.

Research shows that Albert Frey also worked on changes to the home dating to the early 1990s; however, unlike the Blankenhorn/Gilmore Residence where he was in charge of a consistent evolution of the home over a prolonged period of time, Frey was hired to add a small porch along the north side of the home and propose maintenance related upgrades. The alterations were done in character with the existing home and does not impair the integrity of the original design, but the alterations are not recognized as historic.

The Burnham-Wells Residence is an intact example of a rustic style ranch home thoughtfully executed by John Porter Clark, an architect of significance, early in his prolific career. Criterion v is met.
(Criterion vi) The resource represents a significant and distinguishable entity whose components may lack individual distinction, as used in evaluating applications for designation of historic districts, for parcels on which more than one entity exists; or
The resource is not within a historic district and does not qualify under Criterion vi. (Criterion vii) The resource has yielded or may be likely to yield information important to national, state or local history or prehistory.

No information has been provided on any pre-historic significance of the site.

SECTION 2: PART “B” ANALYSIS OF HISTORIC INTEGRITY.

Analysis of Integrity. (PSMC 8.05.070 (C,1,b). The site, structure, building, or object retains one or more of the following aspects of integrity, as established in Item 2A - Page 10
Resolution No.____

October 10, 2024
the Secretary of the Interior’s Standards: integrity of design, materials, workmanship, location, setting, feeling, or association.

The report provides an evaluation of the site relative to the seven aspects or qualities of historic integrity, as recognized by the National Register of Historic Places. The seven aspects or qualities include location, design, setting, materials, workmanship, feeling, and association. The report concludes that the site retains a high degree of integrity and is further analyzed below:

1. Location:

The resource remains in its original location of construction, therefore, retains its integrity of location.

2. Design:

The home has an L-shaped floor plan that is asymmetrical but the forms and overall features of the home like the roofline and the locations of the entry and the porches appear consistent with the original design. The rustic simplicity and harmony with the surroundings were key design features, as well as the indoor-outdoor living which remain intact. The bedroom addition from 2016 is consistent with the architectural language of the existing home but the massing of the addition extends vertically behind the shed-roof massing of the original home. The exterior materials and the fenestration patterns match the original design but during one of the remodels, the direction of the siding panels was altered, and the louver style shutters were replaced with board-style shutter design. The addition of a swimming pool and hardscape around the pool is towards the rear of the home. The changes made to the home do not compromise or overshadow the design elements by Clark; therefore, the overall integrity of the design remains intact.

3. Setting:

The setting within the Smoke Tree Ranch development maintains the natural desert setting and development density. The home remains harmoniously placed on the site and the indoor-outdoor relationship remains a prominent feature, thus integrity remains intact.

4. Materials:

The home has wooden shake shingles and board-and-batten siding. Windows and doors appear to match the original appearance but have been replaced with modern materials that match in kind. The exterior materials are in conformance with the rustic characteristics of the home. The integrity of materials remains intact.

5. Workmanship:

Conventional construction methods were used to build this home, and it appears that the boardand-batten siding was replaced along with the fenestration. Due to recent alterations, the integrity of the original workmanship may be limited.

Item 2A - Page 11
Resolution No.____

October 10, 2024

6. Feeling:

The existing home is preserved in the rural desert setting and reflects the original design intent of the ranch home. While hardscaping around the new swimming pool was added, it is restricted to an area with little visibility. The integrity of feeling is met.

7. Association:

The rustic, ranch-style home captures the image of the original dude ranch established in the 1930s. The rustic atmosphere and the original design concepts for the home by John Porter Clark are clearly maintained and recognizable. The integrity of association is met.

SECTION 3: DEFINING HISTORIC CHARACTERISTICS
In considering a recommendation for historic resource designation it is important to distinguish those physical elements that are original or from the period of significance that contribute to the resource’s historic significance from alterations, additions or features that were added at a later time that may be sympathetic to the original character, but which may create a false sense of historicity. Distinguishing original character-defining features from non-original elements aids the HSPB when it is tasked with evaluating future alterations to the historic resource.

The following is a list of character-defining features identified by the City Council:

Character-defining features of the resource are as follows:
• Site placement in the desert landscape.
• One-story rustic, ranch-style home.
• Simple low pitched hipped, gable and shed roof with open overhanging eaves and wood shake shingles.
• Sprawling L-shaped plan.
• Covered and open rear porch on the south elevation with three prong wooden posts. • Board-and-batten siding and louver-style wooden shutters. • Divided sash windows.
• Original hitching post.
• Original light post.

Non-contributing elements:
• Bedroom addition on the west elevation (2016).
• Porch extension on the north (front) elevation (1993). • Wide sliding door and fixed picture window on the south elevation. • Main entrance door with side lites.
• Modern exterior light fixtures.
• Perimeter wall and equipment enclosure wall.
• Swimming pool and spa.
• Hardscaped walkways, patios and driveway.

Item 2A - Page 12
Resolution No.____

October 10, 2024
SECTION 4: ENVIRONMENTAL ASSESSMENT
The proposed historic resource designation is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical changes to the environment, directly or indirectly.

SECTION 5: CONDITIONS THAT APPLY TO HISTORIC SITES:

According to Section 8.05 of the Municipal Code, the following shall apply to a Class 1 Historic Resource:

1. It shall meet the definition of a Class 1 historic site as outlined in Municipal Code Section

8.05.020.

2. An archival file on the property shall be maintained by the City.

3. It may be qualified as ‘historic’ at the federal, state, and/or county level.

4. The structure/site may not be modified, nor objects removed without following the procedures outlined in Municipal Code Section 8.05.110 “Demolition or Alteration of Class 1 and Class 2 Historic Resources – Certificate of Appropriateness”.

5. A marker explaining the historic nature of the site may be installed at the site in a location viewable from the public way.

6. Compliance with all rules and regulations for Historic Sites and Historic Districts under Chapter 8.05 of the Municipal Code shall be required.

7. The site shall not be further subdivided.

8. The City Clerk shall submit the Council Resolution to the County recorder for recordation within 90 days of the effective date of the Council’s resolution.

Based upon the foregoing, the City Council hereby designates the Burnham-Wells Residence located at 1850 Smoke Tree Lane, a Class 1 (Landmark) Historic Resource (Case HSPB #159).

ADOPTED THIS TENTH DAY OF OCTOBER, 2024.

SCOTT STILES

CITY MANAGER
ATTEST:

BRENDA PREE, MMC

CITY CLERK
Item 2A - Page 13
Resolution No.____

October 10, 2024

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

CITY OF PALM SPRINGS )
I, BRENDA PREE, City Clerk of the City of Palm Springs, hereby certify that Resolution No. ____ is a full, true, and correct copy, and was duly adopted at a regular meeting of the City Council of the City of Palm Springs on _______________________, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Palm Springs, California, this ______ day of ______________, _________.

BRENDA PREE, MMC

CITY CLERK
Item 2A - Page 14

ATTACHMENT C
Item 2A - Page 15
The Burnham-Wells
Residence
Smoke Tree Ranch
John Porter Clark
1936
Nomination Application for City of Palm Springs
Class 1 Historic Resource
Prepared by Steve Vaught
for the
Palm Springs Preservation Foundation
June 2023. Revised August 14, 2024
Item 2A - Page 16
2 Acknowledgements
The author gratefully wishes to thank
the following individuals/organizations for
their professional expertise and/or editing assistance:

Charles S. “Chuck” and Julie Bentall; Barbara Marshall; Tracy Conrad; Ron Duby; Brad Dunning; Luke Leuschner; Frank Lopez of the Architecture and Design Collection, Palm Springs Art Museum; Nancy Hadley of the American Institute of Architects; Orange Coast Title Co.; Renee Brown of the Palm Springs Historical Society.

Front cover: 6-year-old Peter Sears poses at the front of the 4-year-old Burnham-Wells Residence in 1941. Note hitching post, still in situ in 2023. (Courtesy Chuck and Julie Bentall)
Above: Vintage lamp post at the Burnham-Wells Residence. (Author photo. February 2023)
Item 2A - Page 17
3 THE

BURNHAM-WELLS

RESIDENCE
Class 1 Historic Resource Nomination
Table of Contents
INTRODUCTION: PAGE 4
EXECUTIVE SUMMARY: PAGE 5
CLASS 1 HISTORIC RESOURCE DESIGNATION APPLICATION FORM: PAGE 9 STATEMENT OF SIGNIFICANCE: PAGE 13
BACKGROUND/HISTORIC CONTEXT: PAGE 32
EVALUATION FOR CLASS 1 RESOURCE DESIGNATION: PAGE 34
INTEGRITY ANALYSIS: PAGE 35

APPENDICES
I Owner’s Notarized Letter of Support: Page 41
II Grant Deed: Page 45
III Assessor Map: Page 48
IV Google Earth Image: Page 49
V Chain of Title: Page 50
VI Building Permit Summary: Page 51
VII Owner Biographies: Page 52
VIII John Porter Clark, AIA Biography: Page 57
IX Historical and Modern Photo Comparisons: Page 67
X Current Imagery: Page 71
Item 2A - Page 18
4 Introduction
The Palm Springs Preservation Foundation (PSPF) is a non-profit organization whose mission is “to educate and promote public awareness of the importance of preserving the historical resources and architecture of the city of Palm Springs and the Coachella Valley area.” In July 2022, the PSPF board of directors engaged Steve Vaught to prepare the Burnham-Wells Residence’s Class 1 Historic Resource nomination.

The Owner’s Letter of Support is at Appendix I.

View looking east towards rear façade.

Note the shed roof, deep porch. Pool is of recent (2016) vintage. (Author photo. February 2023)
Prepared by Steve Vaught on behalf of:

The Palm Springs Preservation Foundation
1775 East Palm Canyon Drive, Suite 110-195
Palm Springs, CA 92264
760-837-7117
[email protected]
Item 2A - Page 19
5 Executive Summary
SIGNIFICANCE:

The property that is the subject of this historic resources report, the Ralph French BurnhamGertrude Wells Overly Brennan Residence (hereinafter referred to as the “Burnham-Wells Residence”) is a single-family residence on Smoke Tree Ranch, a private gated community located south of East Palm Canyon Drive and east of South La Verne Way. One of the oldest homes to be built within the colony, its rustic, Ranch-style design exemplifies the intentions of Smoke Tree Ranch’s original developers who mandated that all homes be of “Early California ranch” architecture.

As a first-tier Smoke Tree Ranch residence, the Burnham-Wells Residence is significant as a rare, largely-intact representative of 1930s Palm Springs Ranch-style residential architecture.

However, its primary significance comes from the home’s architect.

John Porter Clark, AIA (1905-1991), is considered one of the iconic masters of Palm Springs architecture and hailed as a co-founder (along with Albert Frey) of Desert Modernism. Yet, his current legacy rests almost exclusively on partnership associations. Clark’s individual contributions to Palm Springs architecture have been almost completely subsumed by his longtime collaborations with Albert Frey, Robson Chambers, and later, E. Stewart Williams. As such, documenting Clark’s individual work has proven difficult, a situation greatly exacerbated by the destruction of his papers, reportedly burned at the architect’s own direction sometime before his death in 1991.

Therefore, finding a structure that can be definitively traced to Clark and Clark alone is an extreme rarity, particularly one that has not been altered beyond the architect’s original intentions or lost altogether. While there have been some alterations to the home over its 86-year history, it still retains Clark’s vision.

The home’s period of significance of the mid to late 1930s, places it solidly in “Palm Springs between the Wars (1919-1941),” as defined in the Citywide Historic Context Statement & Survey Findings created by Historic Resources Group. This is a period when wealthy and influential people were building second homes in the growing and increasingly well-known resort Village.

DESIGNATION CRITERIA:

The Burnham-Wells Residence has not been previously evaluated for Class 1 historic resource eligibility.

Criteria for the Designation of a Class 1 Historic Resource: Pursuant to the Palm Springs Municipal Code (PSMC) Section 8.05.070(C.1): A site, structure, building or object may be designated as a Class 1 historic resource, provided one or more of the criteria in subsections “a” and “b” are met:

FINDING 1: The site, structure, building or object exhibits exceptional historic significance and meets one or more of the criteria listed below:

Item 2A - Page 20
6 8.05.070 (C.1.a.) paragraph (ii) - The resource is associated with the lives of persons who made a meaningful contribution to national, state, or local history: In this nomination, the Burnham-Wells Residence is associated with several notable figures, principally Ralph French Burnham and later Gertrude Wells Overly Brennan, the latter twice-owner of the home. While these individuals were both prominent figures within their community and professional associations, they do not rise to a level that meets the criteria of persons who had influence in local and national history. Therefore, the Burnham-Wells Residence does not qualify for listing as a Class 1 Historic Resource under Criterion 2.

8.05.070 (C.1.a.) paragraph (iii) - The resource reflects or exemplifies a particular period of national, state, or local history: The Burnham-Wells Residence exhibits a number of stylistic markers which identify it as being of Ranch architecture. This style, which was popular both in the Pre-War and Post War periods, was first introduced in Smoke Tree Ranch at the end of the 1920s by Pasadena architect Garrett Van Pelt. John Porter Clark worked for Van Pelt during this period (1928-1932) and may have assisted in Smoke Tree Ranch’s original designs. These are among the earliest, if not the earliest Palm Springs examples of the Ranch-style, putting them at the vanguard of what would become one of the village’s most popular traditional building types of the 1930s through the 1950s. The home’s style and original build date places it solidly in the context of “Palm Springs between the Wars (1919-1941)” as defined in the Citywide Historic Context Statement & Survey Findings created by Historic Resources Group. The Burnham-Wells Residence may be viewed as an important component of the historical trends that have come to define Palm Springs’ image as a center of notable architecture, i.e., a historical trend that exemplifies a particular period of the national, state, or local history. The Burnham-Wells Residence qualifies for listing as a Class 1 Historic Resource under Criterion 3.

8.05.070 (C.1.a.) paragraph (iv) - The resource embodies the distinctive characteristics of a type, period or method of construction: The Burnham-Wells Residence embodies the distinctive characteristics of a type of construction reflective of the period in which it was built.

Although board-and-batten construction had been used in earlier decades including on some of Palm Springs’ pioneer buildings, it had largely been superseded by other methods. The use of board-and-batten construction on the Burnham-Wells Residence represented a renewed interest in this form, which was to become commonplace on homes of similar style over the ensuing years.

The board-and-batten construction used on the Burnham-Wells Residence exhibits the distinctive characteristics of a type of construction popularly employed during the time of the home’s period of significance. As such, the Burnham-Wells Residence qualifies as a Class 1 Historic Resource under Criterion 4.

8.05.070 (C.1.a.) paragraph (v) - High Artistic Value - The resource presents the work of a master builder, designer, artist, or architect whose individual genius influenced his or her age, or that possesses high artistic value: The Burnham-Wells Residence has the unique distinction of being a verifiably solo work of master architect John Porter Clark. Regarded as a co-founder, along with long-time collaborator Albert Frey, of Desert Modernism, Clark nonetheless proved with the Burnham-Wells Residence his skill in interpreting traditional styles.

Executed in the Ranch-style, the Burnham-Wells Residence was intended to evoke the pioneer western ranch houses of the previous century. These structures were born of pure necessity, not artistry, and were constructed out of the simplest materials available in the simplest forms practicable. Aside from modern interior features such as plumbing and lighting, Clark stayed true Item 2A - Page 21
7 to concept for the Burnham-Wells Residence, using the same type of materials and basic architectural styling as its pioneer inspirations. The result showed how even something ostensibly as utilitarian as a pioneer ranch house could be made beautiful in the hands of as talented a practitioner as Clark. Therefore, for the well-proportioned simplicity of its design as created by master architect John Porter Clark, the Burnham-Wells Residence qualifies as a Class 1 Historic Resource under Criterion 5.

FINDING 2: The site, structure, building or object retains most if not all of the following aspects of Integrity, as established in the Secretary of the Interior’s Standards: Design, Materials, Workmanship, Location, Setting, Feeling, Association:

8.06.070 (C,1, b) – Integrity: The site, structure, building or object shall be evaluated for integrity of location, design, setting, materials, workmanship, feeling and association according to the United States Department of the Interior, National Park Service’s National Register Bulletin titled:
“How to apply the National Register Criteria for Evaluation” as revised from time to time.

SUMMARY:

This evaluation finds the Burnham-Wells Residence eligible for listing as a Palm Springs Historic Resource under 8.05.070 (C,1,a) paragraphs iii, iv, and v of the local ordinance’s seven criteria.

Additionally, the Residence retains a “high degree” of integrity (see page 35, “Integrity Analysis”).

Item 2A - Page 22
8 John Porter Clark, A.I.A. (1905-1991)
(Via Wikipedia)
Item 2A - Page 23
9 Item 2A - Page 24
10 Item 2A - Page 25
11 Item 2A - Page 26
12 Item 2A - Page 27
13 Statement of Significance
Summary
Completed in 1936, the Burnham-Wells Residence is located within the historic Smoke Tree Ranch development. As is the case with all Smoke Tree Ranch homes, it bears the official addresses of 1850 Smoke Tree Lane and, alternately, 1800 South Sunrise Way, although internally it is located at Rock 6 4L, Algodones Road.

The property consists of 2 separate parcels. Parcel 1 consists of Lot 12, where the residence is located. Parcel 2 consists of Lot 14 and is known as the “view lot.” Construction of any structure on this lot is explicitly forbidden by Smoke Tree Ranch covenants. The legal description per the Riverside County Assessor is LOT 12 MB 018/097 SMOKE TREE RANCH 2. The “2” is in reference to the different sections of the ranch, which was laid out and developed in four distinct parcels. The Burnham-Wells Residence was built in Smoke Tree Ranch No. 2., which had been officially opened for subdivision in June 1936.

A portion of the tract map for Smoke Tree Ranch No. 2, June 1936.

The Burnham-Wells property is shown in yellow.

Item 2A - Page 28
14 Smoke Tree Ranch
A western “sing along” at Smoke Tree Ranch, 1930s. From the beginning, Smoke Tree Ranch carefully cultivated its rustic, informal “old west” image. (Courtesy smoketreeranch.com)
The location of the Burnham-Wells Residence provides a setting that is both picturesque and historic. Smoke Tree Ranch is considered not only one of the finest and most exclusive enclaves in Palm Springs, its reputation extends nationally and even internationally as well. For decades, this private gated community has been home to some of the most recognized names in business, finance, society, and motion pictures, each of whom have been drawn to the rustic, low key atmosphere of this desert hideaway. Names like Disney, Weyerhaeuser, Upjohn, Helms, Trousdale, Janss, Hoover, Haldeman, among many others, have all found Smoke Tree Ranch to be a place of peace and relaxation. Even President Dwight D. Eisenhower enjoyed the ranch’s hospitality during his 1954 trip to the desert.

Although its official opening took place on January 2, 1931, the development of Smoke Tree Ranch had actually begun several years earlier when a consortium of investors led by Pasadena businessman and real estate developer L. Mac Blankenhorn, purchased the approximately 450- acre parcel about 2 miles from Palm Springs.

The property had been known locally as the Smoke Tree Forest owing to the profusion of the eponymous trees dotting the landscape. There was also an old ruin on the grounds, a sole surviving relic of “Palmdale,” a failed attempt to develop the property from the 1880s. Blankenhorn and his fellow investors envisioned a beautiful and private residential development where the Item 2A - Page 29
15 natural feeling was retained, a place where a select group of residents and guests could relax and get a true sense of rustic, Old West-style living.

Prior to the ranch’s opening, wealthy winter visitors had only two options: They could stay at a hotel during the season or could build a home for themselves. While the latter may have offered privacy and freedom, it also came with expenses, maintenance, staff and caretaking issues.

Smoke Tree Ranch offered both options, providing guest accommodations as well as the ability to build private homes. But here, home owners would have the unique advantage of hotel amenities as well as full community features such as a restaurant/club house, tennis, swimming, horse stables, riding trails, even a private school.

Blankenhorn and his fellow investors were adamant in their intentions that the development maintain a strict rustic atmosphere with all structures being designed in “Early California” style.

Fortunately, one of the investors was master Pasadena architect Garrett Van Pelt, Jr. At Smoke Tree Ranch, the talented Van Pelt was able to put into physical form, the rustic, Old West feeling envisioned by the developers in a way that has proven timeless rather than dated.

An original Garrett Van Pelt Smoke Tree Ranch Ranch-style design.

Note stylistic similarities to the Burnham-Wells Residence. (Courtesy smoketreeranch.com)
Van Pelt was responsible for all of the original Smoke Tree Ranch structures, most notably the tract office/community building, which would ultimately include a dining room and kitchen. He also planned the stables, a set of small guest cottages, and even the one-room school. Throughout this period, 1929-1931, Van Pelt had in his employ a young draftsman, John Porter Clark, and he may have actively assisted in the original design work.

As noted by the Citywide Historic Context Statement & Survey Findings, historian Lawrence Culver in his book, The Frontier of Leisure, identifies the early architecture of Smoke Tree Ranch as looking unlike much of Palm Springs architecture of the time and instead reflecting the RanchItem 2A - Page 30 16 style architecture in California and across America. “They were clear early examples of the ranch house—the domestic architectural style that would carpet the floor of the San Fernando Valley after World War II,” writes Culver, “and appear in every community in the United States in the 1950s and 1960s.”
While Smoke Tree Ranch had a unique, and what would ultimately be, a successful formula, it struggled to remain solvent during its early years, having opened during the Great Depression.

However, in 1936, the development was taken over by the Mardo Corporation, an entity controlled by the husband-and-wife team of Fred and Maziebelle Markham of Pasadena. The popular and dynamic couple brought a new energy to the venture, making it profitable for the first time while building upon the rustic ambiance originally envisioned by Mac Blankenhorn.

One of their biggest moves was to expand the development, beginning with Smoke Tree Ranch No. 2 in 1936, which provided an additional 52 parcels. The following year, 2 more sections (Smoke Tree Ranch No. 3 and No. 4) would be added to the development.

One of the first buyers in the newly-opened Smoke Tree Ranch No. 2 tract, would be Ralph French Burnham and Ruth Wilson Burnham, friends and fellow Pasadena neighbors of the Markhams. In June of 1936, the couple purchased Lot 12 of Smoke Tree Ranch No. 2. It was a choice spot at the corner of Algodones and San Felipe Roads right near the intersection with Saturmino Road (today known as Ranch House Road), within walking distance of Smoke Tree Ranch’s community amenities yet far enough away to ensure privacy. Upon acquiring the lot, the Burnhams set about engaging an architect and contractor to build their desert retreat.

The Architect – John Porter Clark
This sketch of the Burnham-Wells Residence by John Porter Clark appeared in the 12-5-1936 edition of the Palm Springs Limelight News.

Item 2A - Page 31
17 When the Burnhams made the decision to become Smoke Tree “colonists,” they agreed to a series of covenants intended to maintain the look and atmosphere of the development. One of the most important terms was regarding the architecture of any proposed structure, which must be of “Early California ranch architecture.” However, Smoke Tree Ranch went a step further in not only mandating the style, they also had final approval of any architectural plans submitted by the home builder. These plans would be reviewed by either an architect or architectural committee chosen by Smoke Tree Ranch. Written approval of the plans was required before any home could be built at the ranch.

Between 1934-1936, there were a dozen houses built at Smoke Tree Ranch. With the exception of the home prominent Los Angeles architect Harold G. Spielman designed for himself in 1935, it is likely most, if not all of the others, were the work of the Palm Springs office of Van Pelt & Lind, which consisted of Albert Frey, John Porter Clark and Richard A. Hansen.

While there is no documentation at present to completely verify, it is likely that the services of Van Pelt & Lind were recommended to the Burnhams. And on this project, the lead designer was Clark. With Clark’s records lost/destroyed, researchers have had to rely on other sources, most notably the records and recollections of Albert Frey in seeking out Clark designs. The BurnhamWells Residence does not appear on any Frey inventory other than in regards to his 1990s alterations. Further, Clark was specifically named as the designer in The Palm Springs LimelightNews in 1936.

At the time of the Burnham-Wells commission, Clark was still not yet licensed as an architect, but had been working in the profession since graduation from Pasadena High School in 1923. Clark had managed to gain a position as a junior draftsman at the top firm in Pasadena – Marston & Van Pelt. In 1926, he left the firm to enroll at the Cornell University School of Architecture in Ithaca, New York, one of the country’s most prestigious architecture schools. At the time, Cornell’s curriculum focused on classic Beaux Arts design.

In 1928, after 2 years of study, he returned to Pasadena from Cornell and to the firm, now known as Marston, Van Pelt & Maybury, this time as senior draftsman. The young Clark appears to have particularly impressed Garrett Van Pelt and in 1930, when he left to go into independent practice, he took Clark with him. It was during this time that Van Pelt was involved in the Smoke Tree Ranch development and, while it presently cannot be verified owing to a dearth of documentation, it is possible, even likely that Clark worked with Van Pelt on the original Smoke Tree Ranch designs.

Clark saw great opportunities in the desert and, by 1934, he decided to relocate full time to Palm Springs, opening a branch office of the firm of Van Pelt & Lind with another ambitious young architectural designer Albert Frey. During their time under the Van Pelt & Lind banner, the pair would design a number of desert structures together and separately. And both would have long associations with Smoke Tree Ranch over the following years after they established their own firm of Clark & Frey. (Please see John Porter Clark Biography in Appendix VII.) Item 2A - Page 32
18 The Contractor – William Lee Marte and associate, H.L. Hansen – Marte-Hansen Another young architect associated with the Palm Springs office of Van Pelt & Lind was Richard Alexander Hansen (1910-2006). Hansen was the son of Hans Lauritz (H.L.) Hansen (1883-1969), a pioneering Palm Springs carpenter who would have a long association with William Lee Marte, the contractor who built the Burnham-Wells Residence.

William Lee Marte (1887-1978) was one of the area’s busiest and best-known builders throughout the period. The Ohio-born Marte was a pioneer Palm Springs resident, having been in the desert with his wife Henrietta and their children since the 1920s. Marte established a general contracting business in the original Palm Springs Theatre building, working with his longtime associate H.L.

Hansen. He would later handle the rebuild of the theater as well as at least two others for Earl Strebe in Lake Arrowhead and Newport Beach.

Over the course of his long career, which spanned more than 60 years, Marte built dozens of structures throughout Palm Springs and beyond from residences to apartments, hotels, theaters, stores, governmental, and offices. His clients included such important local figures as Carl Lykken, Harold Hicks, H.J. Carpenter, and Rufus J. Chapman, as well as nationally known personages as actor William Powell, and Ambassador Charles Crane. In 1917, Marte built the summer cottage at Moss Point in Laguna Beach for presidential confidante Colonel Henry House, an area landmark gaining fame as a “Western White House,” during the time it was occupied by President Woodrow Wilson in 1919. The house still stands at 139 Moss Street.

Marte worked with a number of the major Palm Springs architects including Charles O. Matcham, Brewster & Benedict, and Albert Frey. And he worked frequently with John Porter Clark. In addition to the Burnham-Wells Residence, he built the Welwood Murray Library, the Little Tuscany Model Home, the first City Hall, the Roland Walton Residence, among others.

Item 2A - Page 33
19 During his time in Palm Springs, Marte lived with his family at the Spanish-styled home at 814 North Indian Canyon Drive, a home later occupied by architect Charles O. Matcham. In 1941, he sold the house and relocated to Bloomington where he would remain until his death at 91 on May 29, 1978.

Smoke Tree Ranch’s Mandate on Ranch-style Architecture
The Louis Mac Blankenhorn Residence (1930), prototype of the Smoke Tree Ranch ranch houses, typifies the classic Early California Ranch-style architecture mandated at the ranch. (Courtesy Albert Frey Collection. Palm Springs Art Museum) As noted earlier, Smoke Tree Ranch required (and continues to require in 2023) that all structures built within the colony conform to their strict architectural guidelines which mandated Ranch-style architecture. Specifically, Article 3(c) of the Grant Deed executed between the Mardo Corporation (Smoke Tree Ranch) and the Burnhams in June of 1936 states:

Said building or structure must be of the Type (sic) of architecture and design commonly known as Early California ranch house design, and designed and finished to harmonize with desert surroundings and colors and with other buildings in the tract. The exterior walls shall be adequately covered and painted with white paint, excepting the trim, which may be in other appropriate colors. Roofs must not be red, either in tile, composition, shingles, or paint, or stain. The exterior design and finish must correspond with the general plan herein mentioned…
This mandate was what John Porter Clark would need to deal with in his design of the BurnhamWells Residence. It is likely that Clark’s design would come under additional scrutiny by Smoke Tree Ranch owing to the planned location of the home. It was to be sited at the head of a Tintersection and one of the first and most visible homes in the newly-opened Smoke Tree Ranch No. 2. Fortunately, Clark was well versed in the Early California Ranch-style and may have already designed similar homes within the colony under the aegis of Van Pelt & Lind. “American” Early California Ranch Architecture
In Smoke Tree Ranch’s directive regarding the home’s architectural style, it was clear that a distinction was being made between the Early California architecture of the Spanish/Mexican pioneers and those of the later Americans. While these two types were almost identical in form and layout, they differed significantly in terms of materials. Spanish/Mexican ranch houses were almost exclusively of adobe/stucco, with American versions being of wood, generally board-andbatten construction. When it came to the roofs, it was tile most generally associated with Spanish/Mexican ranch houses. Tile was not specifically prohibited at Smoke Tree Ranch but the Item 2A - Page 34
20 color red was, which led to most all roof sheathing at Smoke Tree Ranch to be of wooden shakes stained a dark brown.

On the surface, these restrictions may have seemed short-sighted, dooming the colony to acres of monotonous repetition, but in the hands of talented architects such as Garrett Van Pelt, Albert Frey, John Porter Clark and others to follow, limitations were seen not as drawbacks, but rather as exciting challenges to find ways to produce something wholly unique while remaining in harmony with the others. As Cliff May, the undisputed master of the California Ranch-style was later to write, “[The ranch house] has never known a set style. It was shaped by needs for a special way of living – informal, yet gracious…It was kept simple by scarcity, both of materials and mechanical aids. It remained flexible under the stress of meeting infinite variety in terrain and climate.”
While the original ranch houses of the 1800s were born of necessity and scarcity of materials, the 1930s versions at Smoke Tree Ranch were anything of the sort. The builders of these houses were wealthy, some in the extreme, with substantial residences elsewhere. At Smoke Tree Ranch, they were looking to play out a fantasy of what life was like in the simpler days of the “Old West,” which had long since taken on a patina of romance the actual pioneers would not have experienced or recognized. The Burnhams were no exception, having a grand estate overlooking the Rose Bowl in Pasadena. At Smoke Tree Ranch, they wanted to “rough it,” to leave grandeur and big city amenities/problems behind and reconnect with nature. It was this desire that guided, and continues to guide the success of Smoke Tree Ranch today.

Construction and Design of the Burnham-Wells Residence
Albert Frey’s 1991 rendering of the home’s north and south elevations. Note how closely the Burnham-Wells Residence adheres to the same feeling of the 1930 Blankenhorn residence. (Courtesy Albert Frey Collection. Palm Springs Art Museum) In designing the Burnham-Wells Residence, Clark first had to address the site. Smoke Tree Ranch covenants required that all structures be set back away from the road, allowing generous space between house and streetside. Clark sited the structure almost squarely in the center of Lot 12, with the adjoining lot, Lot 14, kept (as required) vacant to serve as a permanent “view” lot.

The house was set on an east-west axis with the north elevation serving as the front façade and the south making up the rear, patio and garden area. The main goal of the design, as with other Item 2A - Page 35
21 Early California Ranch houses, was to emphasize rustic simplicity, complete harmony with its surroundings, indoor-outdoor living, and access to natural vistas.

Clark’s design began with a basically rectangular massing. However, he worked variety into the design by bringing certain portions forward while setting others back.

Built over a slab foundation, with standard wood-framed walls sheathed in board-and-batten and surmounted by a low-pitched roof, the home faithfully followed the tenets of Early California Ranch with a design that would have found favor in the Southern California of the 1860s. While it appeared on the surface as a vision from days of old, the house was thoroughly 1930s modern on the inside with electricity and indoor plumbing.

This floorplan, adapted from an Albert Frey plan of 1995 shows the original 1936 footprint of the house and division of spaces. (Courtesy Albert Frey Collection. Palm Springs Art Museum) Item 2A - Page 36
22 The house was to contain 2 principal bedrooms and 2 guest rooms. Clark carefully divided these spaces in a way that provided privacy yet convenience, as well as accessibility to the outdoors.

Clark used the living room at the center of the plan to serve as a means of separation with the principal family bedrooms opening off the west, and the kitchen accessed on the east. Windows were standard steel casement types of varying sizes, with some bracketed by wooden shutters.

In the kitchen, Clark employed a window configuration that was a favorite for both himself and Albert Frey, a corner intersecting casement window.

In 1941, the Bissell family (of vacuum cleaner fame) leased the home. During their stay, they took a series of images, which have proven to be a valuable resource in documenting the home’s early appearance. This photo shows the home’s north façade. The shed-roofed section was a bedroom. (Courtesy Chuck Bentall)
The guest bedrooms and garage were separated from the main house by the rear porch, which ran the length of the southern façade from the master bedroom to the driveway. However, Clark unified it with the main massing beneath a common roof. The organization of the rooms allowed the owners and their guests to be close but still affording privacy for all.

Item 2A - Page 37
23 Bissell photo of the south façade, 1941. Note, the interesting 3-prong post brackets and how Clark used variegated roof styles/heights to visually define each room. (Courtesy Chuck Bentall)
The covered rear porch or verandah was intended to be the main focus for living, serving as an additional “room” in temperate weather. The living room, master bedroom and main guest room all opened up to this porch, providing a communal space for the occupants. In providing access to/from the living room, Clark created a unique and unusually wide set of French doors, which were so large they acted not only as doors but picture windows as well, bringing light into the house. When fully opened, these doors retracted into the walls to further expand the space.

Originally, the simple wooden posts of the rear porch had unusual brackets that gave the appearance of a fork or, as some have described, chicken feet. This interesting feature was also employed at the small front entry on the north side. Photographic evidence shows the same style posts on the Van Pelt & Lind (Clark) design for one of the Rancho Mirage model homes built at roughly the same time. The brackets were removed at an unknown date, possibly by Albert Frey during his 1991-1994 work on the house.

The most striking feature of Clark’s design was how he addressed the home’s roof, creating multiple rooflines through a mix of hipped, gable and shed roofs, the latter a Clark favorite. These were visually unified by their sheathing, which was composed of wooden shakes stained a dark brown.

Item 2A - Page 38
24 At the time of its completion at the end of 1936, the new Burnham home exhibited virtually all of the features associated with Ranch-style architecture as defined in the Historic Resources Group City of Palm Springs Citywide Historic Context Statement including:
• One-story
• Sprawling L-shaped plan
• Low, horizontal massing with wide street façade
• Low-pitched hipped, gable and shed roof with open overhanging eaves and wood shakes • Board-and-batten siding
• Divided metal sash windows
• Wide, covered porch with wood posts
• Attached garage linked with open-sided breezeway
Changes and Additions to the Burnham-Wells Residence
Over the course of its nearly 90-year existence, the Burnham-Wells Residence has undergone certain inevitable changes. However, these do not appear to have altered the look or intention of John Porter Clark’s original design.

As the home was built prior to incorporation of the city, it was not possible to find any official building data. However, the relevant information on the home’s original construction was put together through various references in the local newspapers.

Additionally, a search was made with the city of Palm Springs for post-1938 permits. In spite of using different search criteria including parcel, lot number, APN, etc., the city was unable to locate any permits earlier than 2013. It is clear there must have been permits, at least related to Albert Frey’s 1991-1995 work.

While most permit work was unavailable, it is still possible to make a reasonable assessment based on other sources, primarily the Bissell photographs (1941) and the Albert Frey Archives.

Front Porch Addition Date Unknown Between 1941-1991
Both the 1937 sketch of the house by John Porter Clark as well as the series of Bissell photographs of 1941 fail to show a front porch. However, by 1991, there was (and remains) a front porch structure. The Albert Frey archives do not show any work on the house prior to 1991 and, as there are no John Porter Clark archives, no verifiable evidence it was done as part of any later work. However, the porch is designed in the same manner as the rear porch, with matching posts, and the roofline integrated into the original main roofline.

Item 2A - Page 39
25 Albert Frey Additions/Alterations 1991-1995
A section of blueprints from 1993 showing Albert Frey’s plans for a side porch to harmonize with the existing front porch.
(Courtesy Albert Frey Collection. Palm Springs Art Museum) Gertrude Wells who owned the home twice, had a long and close relationship with Albert Frey as both a client and a friend beginning with his design of her first Smoke Tree Ranch home in 1941 as well as additions to her second home in 1966. When she repurchased her former home in 1991, Frey was the obvious choice to update the house. Further, Clark, who had long since retired from active practice, had died that same year. Frey, naturally, had a better understanding of Clark’s work than anyone else, having partnered with him since the mid-1930s.

The work Albert Frey did for Gertrude Wells Brennan was minimal, mostly a kitchen remodel as well as other structural updates such as a new roof and repairing/replacing certain sections of the board-and-batten siding. Removal of the exterior window air conditioners, repainting, electrical upgrades, etc. Frey also planned a new driveway, perimeter wall, and revised landscaping. The biggest change Frey made was the addition of a small porch along the north side of the house, adjacent to the kitchen. Stylistically, he tied this addition to the other porches as well as matching its roofline to blend with the existing slant.

Item 2A - Page 40
26 Frey had proposed other work on the house, which included the replacement of the original 1936 steel-casement windows, which no longer opened, with matching style aluminum-frame versions.

He also planned an 18’x36’ swimming pool for the rear, oval in style, and set asymmetrically from the house massing to be built by Anson Constructors for $17,500. However, this addition, along with a new perimeter wall, new “Kooldeck” patio, and other smaller details, were not completed.

In the end, it appears the only notable exterior change made by Frey was the new kitchen porch.

Bentall Alterations/Additions 2013-2016
A portion of the north elevation of the Burnham-Wells Residence in 2023. Windows are recent replacements set within original openings.
(Author photo. February 2023)
Upon purchasing the Burnham-Wells Residence in 2013, Chuck and Julie Bentall embarked upon certain alterations and additions to the house. While they wanted to adapt the house to their own needs they were keenly aware of the home’s historic architecture and associations and sought to work as closely as possible to match both John Porter Clark and Albert Frey’s intentions. Bentall, himself an architect, referenced blueprints Frey had prepared during his 1991-1995 alterations/additions.

Item 2A - Page 41
27 Master Bedroom Addition
The future site of the 2016 master bedroom addition.
(Courtesy Chuck Bentall)
The most notable addition was a new 531 square-foot master bedroom added in 2016 at the end of the west elevation of the home. The west end was the location of the home’s bedroom wing, which consisted of 2 bedrooms, a dressing room and shared bath. The new bedroom addition did not require any significant demolition of the existing house, which validated one of Cliff May’s most important tenets of Ranch architecture – the ranch home is designed to easily accommodate future expansion.

The addition was planned to match the home’s existing style. The sloping shed roof was a callback to the other shed roofs found on the house. Built with the same methods as the original house – frame construction over concrete slab – the addition was sheathed in identical board-and-batten siding with identical windows and doors found elsewhere. The oversized doors opening off the southern elevation were a match of those found on the rear patio.

A porch was added to the south elevation, but a trellis design was used for the roof to retain an open feeling. Internally, the former bedroom adjacent to the north was converted into a new master bath. This did not involve any exterior alterations.

It should be noted that the permit application lists Jorge Garcia of J. Garcia Design Associates of Palm Desert as the addition’s designer. However, the homeowner, Chuck Bentall, a prominent architect in his native Canada, states that he designed the addition using a local practitioner with a California license to carry out the work.

Item 2A - Page 42
28 The completed master bedroom addition. Compare with photo on previous page. (Author photo. February 2023)
Front Entry
The Bentalls made an alteration to the front entrance of the home, which was pushed out slightly from the original façade to create, according to Bentall, “a more inviting entry with wood detailing to match the other entrance doors.”
Windows and Doors
In his plans in the early 1990s, Albert Frey had made plans to replace all of the home’s original steel casement windows, which had largely become inoperable owing to overpainting. As Gertrude wrote to Frey in January 1991, “I still find it hard to believe that anyone would live in a house where many of the windows can’t be opened. Especially in the desert.” Yet, while Frey specified new windows, aluminum-framed, designed to match existing openings, it is unclear how many, if any, were actually replaced.

Upon taking over the house, the Bentalls completed Frey’s plans with new aluminum-framed windows of the same type originally specified by Frey. The Bentalls also replaced the doors with matched-style replacements.

Item 2A - Page 43
29 Rear porch showing oversized sliding door on left with new twin on right.

Picture window in center is also a recent addition.
(Author photo. February 2023)
While the Bentalls adhered largely to the Frey plans, one area where openings were reconfigured was on the south façade living room wall. Originally, this wall had three openings – an oversized sliding door, a set of French doors and a standard door. The Bentalls began by replacing the original oversized slider, which had become worn, with a matching duplicate. They then had a second duplicate slider made to create a pair. In between the sliders, they added a large picture window. (Compare with 1941 image on page 52.)
Window shutters were changed from the original louver-style to board-style to match the type specified by Albert Frey in his 1990s alterations.

Additionally, the Bentalls replaced the existing plain metal sliding garage door with a sawn wooden version.

Item 2A - Page 44
30 Swimming Pool, Spa and Perimeter Walls
In his alteration plans for Gertrude Wells Brennan, Albert Frey included plans for a swimming pool and perimeter wall addition to the rear of the property. However, these plans were not carried out during Gertrude’s remaining time at the house.

In 2016, the Bentalls did add a private swimming pool and spa. While Frey had planned for an oval-shape, the Bentall’s pool was rectangular. Built by Alternative Energy Concepts of Palm Springs, the pool was completed at a cost of $48,000.

The Bentalls also built 6’ perimeter walls designed to enclose the rear of the property while remaining low enough to prevent interruption of the spectacular mountain and desert vistas beyond. D.W. Johnston, who had also been the contractor for the master bedroom addition, was the builder of the walls.

Pool and perimeter wall additions. Guest wing is center left. (Author photo. February 2023)
Item 2A - Page 45
31 Landscaping and Hardscaping
The Bentalls added new hardscaping to the rear of the home as part of the pool and spa addition.

There had been a brick patio that was removed for the new work. The same was done on the north and east porches with slightly wider and more rustic brown/grey pavers.

To update and enhance the home’s landscaping, the Bentalls engaged Wayne Carlton Connor of Wayne Carlton Connor & Associates, who serves on the advisory board of the Living Desert in Palm Desert.
(Author photo. February 2023)
Item 2A - Page 46
32 Character Defining Features of the Burnham-Wells Residence The Burnham-Wells Residence is an exceptional example of Ranch-style architecture, a style which began to appear in Palm Springs during the 1930s and which would reach its peak of popularity in the 1950s-1960s. The Burnham-Wells Residence exhibits classic Ranch-style elements including:
• An emphasis on horizontality including low pitched roof • Multiple roof lines including shed, flat and hipped
• Blending of indoor and outdoor spaces
• Informal, asymmetrical layout
• Board-and-batten exterior wall treatments
• Overhanging eaves
• Covered patios and arcades
• Oversized sliding glass door off living room
Contributing Elements
• Main 1936 residence and attached garage
• Original hitching post
• Original light post
Non-Contributing Elements
• 2016 Swimming pool and spa
• Hardscape
• Perimeter wall and equipment enclosure wall
• Replacement windows and doors
• 2016 Bedroom addition
• Modern exterior lighting fixtures

BACKGROUND / HISTORIC CONTEXT
The relatively short history of Palm Springs can be organized into several distinct periods, as defined by the Historic Resources Group’s Citywide Historic Context Statement & Survey Findings. It is within the context of the period “Palm Springs between the Wars” that the BurnhamWells Residence will be evaluated. The following context statement is edited from Historic Resource Group’s Citywide Historic Context Statement & Survey Findings: Palm Springs Between the Wars (1919-1941): This context explores the transformation of Palm Springs from a modest spa town into a luxury winter resort in the years between the First and Second World Wars. By 1918 Nellie Coffman and her sons (George Roberson and Earl Coffman) understood the town’s potential as an exclusive winter resort for the well-to-do. They set about transforming their sanatorium into the luxurious Desert Inn, one of the most renowned hostelries in the country.

Item 2A - Page 47
33 In the 1920s, business tycoons, industrialists, and other wealthy businessmen, along with the Hollywood elite discovered the desert and began to transform Palm Springs into an international resort. While the movie stars primarily stayed at the resort hotels when visiting Palm Springs, other wealthy residents and seasonal visitors started building architect-designed estates and drawing increased attention to the growing resort town. The 1930s saw Palm Springs blossom, as more and more celebrities made it their winter weekend getaway, and more development sprang up to house and entertain them. By the start of World War II, Palm Springs had so long been thought of as a movie star's playground that some of the neighborhoods were described as "Beverly Hills in the desert."
In the 1930s important figures in finance and business continued to flock to the desert in the winter, helping to cement the village's reputation as one of the nation's top winter resort destinations.

One of their favorite neighborhoods was the Smoke Tree Ranch. Smoke Tree Ranch is a 375- acre resort and housing development that was one of the few subdivisions developed in Palm Springs during the Great Depression. Originally developed as a dude ranch resort, Smoke Tree Ranch was started in 1930 by L. Mac Blankenhorn and named after the characteristic trees that dot the landscape. Early advertisements for the guest ranch emphasized an exclusivity that continues to this day. “Designed for those wishing to escape from the turmoil of weekend resorts…introductions or satisfactory references are required.” In 1936, Fred and Maziebelle Markham (operating as the Mardo Corporation) bought Smoke Tree Ranch. With the help of local educator and real estate investor Raymond Cree, Markham subdivided the ranch into parcels for single-family residences.

Under the Markhams, the guest ranch did not advertise or seek publicity. The Smoke Tree way of life (for guest ranch patrons as well as homeowners who are historically known as “Colonists”) was simple without the need to impress, as “most who have come here have been every place, seen everything and done most things.” Smoke Tree Ranch purposefully maintained a rustic atmosphere. Homes were required to be one story and sit apart on large lots with no large lawns or non-native shade trees. They were to be built in traditional Ranch-style with a pitched shingle roof. Streets were intentionally left as dirt roads groomed by a sprinkler wagon and scraper. There were no street signs, and instead roads were indicated with rock markers.

In his book The Frontier of Leisure, historian Lawrence Culver identifies Smoke Tree Ranch as looking unlike much of Palm Springs architecture of the time and instead reflecting the Ranchstyle architecture in California and across America. “They were clear early examples of the ranch house—the domestic architectural style that would carpet the floor of the San Fernando Valley after World War II, writes Culver, “and appear in every community in the United States in the 1950s and 1960s.”
Item 2A - Page 48
34 EVALUATION:

Criterion 1: Significant Events. The resource is associated with events that have made a meaningful contribution to the nation, state or community: The Burnham-Wells Residence is not affiliated with significant events and does not qualify under Criterion 1.

Criterion 2: Significant Persons. Criterion 2 recognizes properties associated with the lives of persons who made meaningful contributions to the national, state or local history:

The Burnham-Wells Residence was built by Ralph French Burnham (1884-1943), a prominent Pasadena businessman who was heavily involved in the citrus industry in both Orange and Riverside counties. The home was later owned on two separate occasions by Gertrude Wells (1919-2011), first from 1944-1952 with husband Homer Overly, Jr., and the second time, 1991- 2011 (as Gertrude Wells Brennan). While these individuals were both prominent figures within their community and professional associations, they do not rise to a level that meets the criteria of persons who had influence in local and national history. Therefore, the BurnhamWells Residence does not qualify for listing as a Class 1 Historic Resource under Criterion

2. ARCHITECTURE (Criteria 3 – 6)
Criterion 3: The resource reflects or exemplifies a particular period of national, state or local history: Completed in 1936, the Burnham-Wells Residence exhibits many stylistic markers which identify it as being of the Ranch-style. This style was to gain popularity throughout the 1930s before becoming even more popular in the Post War building boom, not just in Palm Springs, but elsewhere in California and nationwide as well. The Burnham-Wells Residence and the other structures built at Smoke Tree Ranch during this period may have been the very first, or at least among the earliest, examples of the Ranch-style to be produced in Palm Springs. As such, the residence and the associated Smoke Tree Ranch structures served as the vanguard of the future popularity of Ranch-style architecture that was to follow soon after. As such, the Burnham-Wells Residence may be viewed as an important component of the historic trends that have come to define Palm Springs’ image as a center of important Ranch-style architecture, i.e., an historic trend that exemplifies a particular period of the national, state or local history. The Burnham-Wells Residence qualifies for listing as a Class 1 Historic Resource on the local registry under Criterion 3.

Criterion 4: The resource embodies the distinctive characteristics of a type, period or method of construction: The Burnham-Wells Residence embodies the distinctive characteristics of a type of construction reflective of the period in which it was built. Although board-and-batten construction had been used in earlier decades including on some of Palm Springs’ pioneer buildings, it had largely been superseded by other methods. The use of boardand-batten construction on the Burnham-Wells Residence represented a renewed interest in this form, which was to become commonplace on homes of similar style over the ensuing years. The board-and-batten construction used on the Burnham-Wells Residence exhibits the distinctive characteristics of a type of construction popularly employed during the time of the home’s period of significance. The Burnham-Wells Residence qualifies for listing as a Class 1 Historic Resource on the local registry under Criterion 4.

Item 2A - Page 49
35 Criterion 5: (That (a): represents the work of a master builder, designer, artist, or architect whose individual genius influenced his age; or (b): that possesses high artistic value):
5a: Work of a Master: The Burnham-Wells Residence was the work of John Porter Clark, AIA (1905-1991). It was an early design by Clark under the aegis of the Palm Springs branch of the noted Pasadena firm of Van Pelt & Lind. Regarded as a co-founder, along with long-time collaborator Albert Frey, of Desert Modernism, Clark is considered one of Southern California’s most important and influential architects. Therefore, the Burnham-Wells Residence can certainly be described as the work of a master in view of Clark’s history of architectural excellence. 5b: Properties possessing high artistic values: High artistic values may be expressed in many ways, including areas as diverse as community design or planning, engineering, and sculpture.

The Burnham-Wells Residence showcased the type of Early California Ranch-style architecture that was mandated for all construction within Smoke Tree Ranch. The desire was to create a feeling of relaxed informality through simple, rustic design, and providing a sense of “roughing it,” in the “Wild West” to those accustomed to far grander residences.

In his design of the Burnham-Wells Residence, Clark demonstrated ways such simple styling could also be aesthetically pleasing. The home’s artistry derives from how he was able to produce a design that was both authentic to its pioneer roots and yet subtly elegant.

The Burnham-Wells Residence was intended not only as a comfortable and attractive home for its occupants, it was intended to act as an informal prototype for what an ideal Ranch-style home could and should look like to those prospective home builders in the newly-opened Smoke Tree Ranch No. 2. The home certainly articulates the best of what made Ranch-style architecture so popular to a level of excellence that, in total, could easily be considered an aesthetic ideal.

Therefore, for its distinctive characteristics representing the Ranch-style, as the work of two master architects and its high artistic values, the Burnham-Wells Residence qualifies as a Class 1 Historic Resource under Criterion 5.

Criterion 6: (That represents a significant and distinguishable entity whose components may lack individual distinction). This Criterion was created to address the resources contained within a potential historic district and as such it does not apply to this nomination. Hence, the BurnhamWells Residence does not qualify under Criterion 6.

Criterion 7: (That has yielded or may be likely to yield information important to the national, state or local history or prehistory.) The Burnham-Wells Residence is not likely to yield information important to the national, state or local history or prehistory. Hence, the Burnham-Wells Residence does not qualify under Criterion 7.

SUMMARY: This evaluation finds The Burnham-Wells Residence eligible for listing as a Palm Springs Historic Resource under 8.05.070 C.1. a., paragraphs iii, iv, and v of the local ordinance’s seven criteria.

INTEGRITY ANALYSIS
Integrity is the ability of a property to convey its significance. To be listed in the local registry, a property must not only be shown to be significant under the criteria, but it also must have integrity.

The evaluation of integrity is sometimes a subjective judgment, but it must always be grounded Item 2A - Page 50
36 in an understanding of a property's physical features and how they relate to its significance.

Historic properties either retain integrity (that is, convey their significance) or they do not. The definition of integrity includes seven aspects or qualities. To retain historic integrity a property will always possess several, and usually most, of the aspects. The retention of specific aspects of integrity is paramount for a property to convey its significance. Determining which of these aspects are most important to a particular property requires knowing why, where, and when the property is significant. The following sections define the seven aspects and explain how they combine to produce integrity.

LOCATION
Location is the place where an historic property was constructed or the place where an historic event occurred. The relationship between the property and its location is often important to understanding why the property was created or why something happened. The actual location of a historic property, complemented by its setting, is particularly important in recapturing the sense of historic events and persons. Except in rare cases, the relationship between a property and its historic associations is destroyed if the property is moved. The Burnham-Wells Residence remains in its original location and therefore qualifies under this aspect.

DESIGN
Design is the combination of elements that create the form, plan, space, structure, and style of a property. It results from conscious decisions made during the original conception and planning of a property and applies to activities as diverse as community planning, engineering, architecture, and landscape architecture. Design includes such elements as organization of space, proportion, scale, technology, ornamentation, and materials. A property’s design reflects historic functions and technologies as well as aesthetics. It includes such considerations as the structural system; massing; arrangement of spaces; pattern of fenestration; textures and colors of surface materials; type, amount, and style of ornamental detailing. The Burnham-Wells Residence’s essential characteristics of form, plan, space, structure, and style have survived largely intact.

Similarly, the structural system; massing; arrangement of spaces; pattern of fenestration; and the type, amount, and style of detailing have survived largely intact. A 2016 master bedroom addition is the only notable change to the home’s original footprint and this was done using the same architectural style, window/door types, roof and board-and-batten sheathing as the existing home. As such, the home reflects the same rustic Ranch-style architecture, design elements such as board-and-batten sheathing, shake-type roofing, etc., first introduced by master architect John Porter Clark in 1936.

SETTING
Setting is the physical environment of a historic property. Whereas location refers to the specific place where a property was built or an event occurred, setting refers to the character of the place in which the property played its historical role. It involves how, not just where, the property is situated and its relationship to surrounding features and open space. Setting often reflects the basic physical conditions under which a property was built and the functions it was intended to serve. In addition, the way in which a property is positioned in its environment can reflect the designer’s concept of nature and aesthetic preferences. The Burnham-Wells Residence was built at a prominent spot in the newly-developing Smoke Tree Ranch No. 2 tract. Like all Smoke Tree Ranch homes, it was set back away from the road to foster a more rural rather Item 2A - Page 51
37 than suburban atmosphere and to bring it more in harmony with its natural surroundings and expansive vistas. The surrounding landscape and hardscape features were mandated to be minimal and of native plantings only, an edict that remains the same today (Grass is allowed in the rear only). The setting of the Burnham-Wells Residence continues to reflect the architects’ original design relationship of site and structure.

MATERIALS
Materials are the physical elements that were combined or deposited during a particular period of time and in a particular pattern or configuration to form a historic property. The choice and combination of materials reveals the preferences of those who created the property and indicate the availability of particular types of materials and technologies. The Burnham-Wells Residence’s exterior surface materials, which consist primarily of redwood clapboard board-and-batten sheathing, shake roof, wooden shutters, brick fireplace chimney, have remained essentially intact and continue to express the physical elements as designed during the building’s period of significance; the pattern and configuration that today forms the residence survives intact. It should be noted that, while the doors and windows have been replaced in recent years, they are largely duplicate types that fit into the same openings as the original. Windows are now aluminum versions as opposed to the original steel casements. With the exception of the front door, which is now glass, other doors (i.e.

French and sliding varieties) are approximations of the originals.

WORKMANSHIP
Workmanship is the physical evidence of the crafts of a particular culture or people during any given period in history or prehistory. It is the evidence of artisans’ labor and skill in constructing or altering a building, structure, object, or site. Workmanship can apply to the property as a whole or to its individual components. It can be expressed in vernacular methods of construction and plain finishes or in highly sophisticated configurations and ornamental detailing. It can be based on common traditions or innovative period techniques. Workmanship is important because it can furnish evidence of the technology of a craft, illustrate the aesthetic principles of a historic or prehistoric period, and reveal individual, local, regional, or national applications of both technological practices and aesthetic principles. Examples of workmanship in historic buildings include tooling, carving, painting, graining, turning, and joinery. The fine workmanship of the Burnham-Wells Residence is evidenced by how well various materials have been integrated into the whole structure. This is most notable in how skillfully the wooden sheathing has been applied across the multiple facades in both horizontal and vertical manners. The same may be said of the rooflines, eaves and shakes, all presenting a unified whole rather than a patchwork of placement and quality. The Burnham-Wells Residence continues to express a high degree of contemporary period workmanship.

FEELING
Feeling is a property’s expression of the aesthetic or historic sense of a particular period of time.

It results from the presence of physical features that, taken together, convey the property’s historic character. For example, a rural historic district retaining original design, materials, workmanship, and setting will relate the feeling of agricultural life in the 19th century. When it was completed, circa 1936, the Burnham-Wells Residence was intended to provide a rustically casual lifestyle allowing its occupants to have a sense of life in the pioneering western days and Item 2A - Page 52
38 connect meaningfully with the natural environment which surrounded it. Nearly 90 years later, the Burnham-Wells Residence continues to reflect that exact same aesthetic, with the later addition following the same style and philosophy of the original. Accordingly, the residence retains its original integrity of feeling.

ASSOCIATION
Association is the direct link between an important historic event or person and a historic property.

A property retains association if it is the place where the event or activity occurred and is sufficiently intact to convey that relationship to an observer. Like feeling, association requires the presence of physical features that convey a property’s historic character. For example, a Revolutionary War battlefield whose natural and man-made elements have remained intact since the 18th century will retain its quality of association with the battle. Because feeling and association depend on individual perceptions, their retention alone is never sufficient to support eligibility of a property for the National Register. The Burnham-Wells Residence is an important example of a custom-designed 1930s traditional Ranch-style private residence in the Smoke Tree Ranch development of Palm Springs, a unique enclave of approximately 100 homes all designed within the parameters of the Ranch-style. The home was one of the earliest built within the colony and its skillful design could characterize it as a quintessential Smoke Tree Ranch residence. Accordingly, it continues its association with a pattern of events that have made a meaningful contribution to the community.

INTEGRITY SUMMARY: The Burnham-Wells Residence appears to be in excellent condition partially due to the use of construction materials suitable for the harsh desert environment. This integrity analysis confirms that the building and site of the Burnham-Wells Residence still possesses all seven aspects of integrity. As noted, the Burnham-Wells Residence retains a remarkable amount of original detail. In summary, the Burnham-Wells Residence still possesses a high degree of integrity sufficient to qualify for designation as a Class 1 Historic Resource.

Bibliography
Attached is a list of books, articles, and other sources cited or used in preparing this application and other documentation that may be relevant.

Books
Culver, Lawrence. The Frontier of Leisure. New York, NY; Oxford University Press, 2010.

Hess, Alan. Ranch House. New York, NY; Harry N. Abrams, Inc., 2004.

Koenig, Gloria. Albert Frey 1903-1998: A Living Architecture of the Desert. Köln, Germany; Taschen GmbH. 2008.

Item 2A - Page 53
39 McAlester, Virginia & Lee. A Field Guide to American Houses. New York, NY; Alfred A. Knopf. 1998.

Palm Springs City Directory. Long Beach, CA; Western Directory Co., Various dates.

Rosa, Joseph. Albert Frey, Architect. New York, NY; Rizzoli Publishing Co., 1990.

Sunset Magazine Editorial Staff in collaboration with Cliff May. Sunset Western Ranch Houses.

San Francisco, CA; Lane Publishing Co., 1946.

Tuttle, Kathleen. Sylvanus Marston: Pasadena’s Quintessential Architect.

Santa Monica, CA; Hennessey + Ingalls, 2001.

Collections
Albert Frey Archives, Architecture and Design Collection, University of California, Santa Barbara
Albert Frey Archives, Architecture and Design Collection, Palm Springs Art Museum American Institute of Architects (AIA), Washington D.C.

John Porter Clark. membership files and related documents Newspapers
Various issues of:

Desert Sun
Detroit Free Press
Hollywood Daily Citizen
Jackson Hole (WY) News
Los Angeles Evening Express
Los Angeles Herald-Examiner
Los Angeles Times
New York Times
Palm Springs Limelight News
Pasadena Evening Post
San Bernardino County Sun
Santa Ana Register
Internet Resources
Accessingthepast.org
Ancestry.com
Californiarevealed.com
Findagrave.com
Newspapers.com
Pspreservationfoundation.org
Smoketreeranch.com
Item 2A - Page 54
40 Realtor.com
Calisphere
Orange Public Library and History Center
Interviews
Tracy Conrad
Charles S. Bentall
Videos
Smoke Tree Ranch: A Way of Life. Directed by Tracy Conrad. Produced by Bill Bailey.

Digital Rain Films
Other Sources Consulted
Palm Springs Historical Society
City of Palm Springs (Planning and Building Departments) Historic Resources Group. City of Palm Springs Citywide Historic Context Statement; Survey Findings. Pasadena, 2015 (Final Draft, December 2018).

Riverside County Assessor’s Office
Item 2A - Page 55
41 Appendix I
Owner’s Notarized Letter of Support
Item 2A - Page 56
42 Item 2A - Page 57
43 Item 2A - Page 58
44 Item 2A - Page 59
45 Appendix II
Grant Deed
Item 2A - Page 60
46 Item 2A - Page 61
47 Item 2A - Page 62
48 Appendix III
Assessor Map
Item 2A - Page 63
49 Appendix IV
Google Earth Image
Item 2A - Page 64
50 Appendix V
Chain of Title
7-16-1936 MARDO Corporation to Ruth W. Burnham (Lot 12) 4-19-1944 Ruth W. Burnham to Homer R. Overly, Jr. and Gertrude Wells Overly (Lot 12)
CHAIN OF TITLE GAP – No documentation was found showing transfer of the adjacent Lot

14. 4-9-1952 Homer R. Overly, Jr. to Gertrude Wells Overly (Lots 12 and 14) 6-27-1952 Gertrude Wells Overly to Walter H. Butler and Gladys R. Butler (Lots 12 and 14)
10-6-1964 Walter H. Butler (deceased) to Gladys R. Butler (Lots 12 and 14) 5-3-1977 Estate of Gladys R. Butler (deceased) to Stanley C. Lagerlof, Mary Louise Comly, et al* (lots 12 and 14)
*58.85% undivided interest to Stanley C. Lagerlof, Executor of the Will of Gladys Reynolds Butler. 1/3 each of 41.15% undivided interest to Mary Louise Comly, decedent’s daughter, Elbert Reynolds Butler, decedent’s son & Walter Hughes Butler, Jr., decedent’s son.
3-23-1978 Stanley C. Lagerlof to Mary Louise Comly, Elbert Reynolds Butler & Walter H. Butler, Jr. 1/3 each of his 58.85% undivided interest in Lots 12 and 14.*
4-18-1978 Walter Hughes Butler, Jr. to Mary Louise Comly (his undivided 1/3 of Lots 12 and 14.)
4-25-1978 Elbert Reynolds Butler to Mary Louise Comly (his undivided 1/3 of Lots 12 and 14.)
3-12-1984 Mary Louise Comly to Frances Elaine Wright Trust (1/2 interest in Lot 12 and Lot 14)
7-2- 1991 Mary Louise Comly Trust and Frances Elaine Wright Trust to the J.

Cheney Wells Trust (Gertrude Wells Brennan) (Lot 12 and Lot 14) 4-26-2013 Cheney Wells Trust to Smoke Tree Ranch Trust (2013) (Charles Bentall and Linda Douglas)
Item 2A - Page 65
51 Appendix VI
Building Permit Summary
As the home was built prior to incorporation of the city, it was not possible to find any official building data. Additionally, a search was made with the city of Palm Springs for post-1938 permits.

In spite of using different search criteria including parcel, lot number, APN, etc., the city was unable to locate any permits earlier than 2012. NOTE: The 2012 permit was taken out by former owner Gertrude Brennan. The remainder were taken out by current homeowner Charles Bentall.

Date Permit No. Work Architect Contractor
03/14/2012 2012-674*** Re-roofing N/A Dew Roofing
07/16/2015 2015-2462 Master bedroom
addition (314 sq.
ft.), unspecified
remodel, 2 patio
trellises
Charles Bentall
(However permit
application notes
Jose Garcia as
designer.

D.W. Johnson
05/31/2016 2016-1985 Gunite
swimming pool
and spa
N/A Alternative
Energy
Concepts
6/22/2016 2016-2296*** 200 LF of 6’ high
block wall
N/A D.W. Johnson
***These permits are marked with the notation as having expired. “No inspection called. Permit expired. File closed.” However, the work does appear to have been completed.

Item 2A - Page 66
52 Appendix VII
Owner Biographies
1936-1944 – First Owners - Ralph French Burnham and Ruth Wilson Burnham Ralph Burnham’s lifetime association with the California citrus industry began in his youth at his father’s extensive ranch in Orange County. (Courtesy Orange County Public Library and History Center) Ralph French Burnham (1883-1952), was born in Batavia, Illinois, but was to spend most of his life in Southern California. His father, William H. Burnham, Sr. (1851-1934), who had made a fortune in banking in Illinois, was a pioneer winter resident of Orange County where he became heavily involved in the region’s burgeoning citrus industry. In 1891, he built “Su Casa,” one of Orange’s early showplace residences, which would serve as the headquarters for his growing citrus operation.

Burnham graduated from Throop College (later California Institute of Technology) and in 1905, he married Ruth Louise Wilson (1881-1969), a member of a prominent Chicago family. The marriage would be an enduring match and they would ultimately have four children together.

In 1911, Burnham took over the operations of his father’s extensive citrus holdings in Riverside, the La Colina Ranch. Throughout the remainder of the decade and into the 1920s, both Burnham and his wife would become notable figures in Riverside society, active in civic and social affairs.

Burnham would be one of the city’s leading polo enthusiasts at a time when the sport was very popular with Riverside’s elite.

Item 2A - Page 67
53 When not at the Riverside ranch, the Burnhams stayed at their estate overlooking the Rose Bowl in Pasadena. During this time, Burnham shifted his activities from orchardist into stocks, bonds and oil. After his father’s death in 1934, Burnham’s wealth increased even further and he largely retired from active business. It was during this time, Burnham discovered the pleasures of Palm Springs and in 1936, he and Ruth decided to build a permanent winter home there.

Little Peter Sears poses out on the rear patio of the Burnham-Wells Residence in 1941. The woman behind is likely his mother, Eleanor Bissell Sears. Note, the custom-designed sliding doors John Porter Clark added to bring light and air into the house. (Courtesy Chuck Bentall)
The Burnham family would enjoy their desert retreat for nearly a decade-and-a-half with the couple’s names associated with various Smoke Tree Ranch and Palm Springs social events during the late 1930s-early 1940s. However, during World War II, they appear to have leased the home to others, at least for a part of the time. Recently, photographic documentation has surfaced showing that in 1941 the home was leased by Melville R. Bissell II (1882-1972) and Olive E.

Bissell (1884-1964) of Grand Rapids, Michigan. At the time, Bissell was president of the Bissell Carpet Sweeping Co.

It was Bissell’s father, Melville Bissell, Sr., who patented the Bissell Carpet Sweeper in 1876. It was an enormous success and by 1890, the company was producing 1000 carpet sweepers per day. The company later expanded into vacuums and carpet steaming. Today, the company now known as Bissell, Inc. is considered the leading floor care company in North America. The 1941 stay by the Bissells brought the families of the country’s two leading floor cleaning families together at Smoke Tree Ranch with Earl and Dorothy Hoover of Hoover Vacuum Cleaner fame, residing at Rock 7.

Item 2A - Page 68
54 The Bissells were joined at Smoke Tree Ranch by their daughter Eleanor Bissell Sears (1915- 2007) and her son Peter Macgregor Sears (1935-2021). It was Peter who appeared in the series of photos reproduced in part in this nomination which show various scenes of the house in 1941. 1944-1952 – Second Owners – Homer Overly, Jr. and Gertrude Overly In 1944, the Burnhams sold their home to Homer Overly, Jr. and his wife, Gertrude Wells Overly.

A family relative of the Burnhams, Gertrude had been living a short distance away with her father J. Cheney Wells in the Albert Frey-designed home they constructed in 1942. While it is unknown for certain why Gertrude moved from her newly-built home on Rock 12, she may have desired a home of her own and her growing family under their own roof rather than sharing the home with her indomitable father, one of the heads of the American Optical Co.

Gertrude Alice Wells (1919-2011) was the youngest of three children born to J. Cheney and Florence Wells. She grew up in Boston and in Southbridge, Massachusetts attending private schools or privately tutored in the Wells home. Later she attended the Bancroft School and Westover, from which she graduated in 1936. Gertrude made her debut during the 1937-1938 social season and was a member of the Worcester Junior League. In 1939, she married Homer Roy Overly Jr. (1916-1998), a recent graduate of the Harvard Business School and the Wharton School of Finance. Together, the couple would ultimately have three children, Lisa, Peter and Christopher.

At the time of her purchase, both she and Homer had been deeply involved in the war effort with Homer joining the U.S. Navy in 1942. Around the same time, Gertrude became involved in an exciting new program known as the Women’s Aviation Service Pilots (WASP). This was a civil aviation program that was attached to the U.S. Army Air Corps. The purpose was to free male pilots and crew for more critical combat missions by having women take on the tasks of testing, ferrying and towing aircraft to their needed locations around the U.S. and to combat zones. They also were used as instructors to train other pilots. More than 1,000 women were involved in the program, 38 of whom lost their lives including one who went missing while en route to the base at Palm Springs.

The WASP program was of critical value during the war, but it faced opposition from male civilian pilots who feared post-war competition. Gertrude and the other WASPs were denied veteran status and the program was ended in December 1944. Decades later, the WASPs were finally given their due with veteran status and in 2009, President Barack Obama signed a law honoring the WASPs with a special Congressional gold medal. The 90-year-old Gertrude was among those in attendance.

With the end of the WASP program, Gertrude looked for other ways to help in the war effort and in December 1944 she completed her training as a Red Cross nurse at Torney General Hospital, where she worked for the duration of the conflict.

The Overlys would remain at the Burnham-Wells Residence until the couple’s divorce in 1952, but it would ultimately not be the end of Gertrude’s association with the home.

Item 2A - Page 69
55 1952-1978 – Third Owners – Walter H. Butler and Gladys Reynolds Butler Upon the departure of Homer Overly and Gertrude Wells Overly, the Burnham-Wells Residence was purchased by the Butlers, who would make it their desert retreat for nearly a generation.

Walter H. Butler (1885-1962) was a prominent figure in business, serving as the president of E.W.

Reynolds Co., a wholesale jewelry distributor founded in San Francisco in 1888 with the slogan “Everything You Need.” Butler’s association with the company began with his marriage to Gladys Florence Reynolds (1886-1976), daughter of the company’s founder, Elbert W. Reynolds (1853- 1934). During this period, the company continued to grow until it became “the largest of its kind west of the Mississippi.”
The Butlers had three children – Mary Louise Butler (1916-1990); Elbert Reynolds Butler (1918- 1995); and Walter Hughes Butler, Jr. (1925-2001). Butler retired from leadership of the company in the 1950s, but remained a director of the Citizens National Bank in Beverly Hills. When not in Palm Springs, the Butlers resided at 709 North Linden Drive in Beverly Hills.

After Butler’s death in 1962, Gladys continued coming to Smoke Tree Ranch along with her nowmarried children, their spouses and children. 1978-1991 – Fourth Owners – Jack and Mary Louise Comly
Gladys Reynolds Butler died in 1976 and the Burnham-Wells Residence was inherited by her daughter Mary Louise and her husband, Jack Clifton Comly, Sr. (1915-1980) of Beverly Hills and Hermosa Beach. The Comly’s were active throughout their lives in the region’s civic and society circles. Mary Louise was particularly involved with the annual Las Floristas Children’s Christmas Party. The couple had three children, Jack Clifton, Jr. “Jay,” Christy & Caren. 1991-2013 – Fifth Owner – Gertrude Wells Brennan
A snapshot taken at the end of Gertrude Wells Brennan’s ownership shows how little the house had changed over the years.
(Courtesy Chuck Bentall)
Item 2A - Page 70
56 In 1991, the Burnham-Wells Residence changed owners, but the purchaser was unusual in that it was the home’s second owner, Gertrude Wells, who had sold the house to the Butlers nearly 40 years earlier.

After selling the house in 1952, Gertrude had left Smoke Tree Ranch and Palm Springs and relocated to Brentwood, Los Angeles, with her new husband, music executive Frank Michael (Mike) Brennan (1913-1982). The couple had met at Smoke Tree Ranch when they were living across the street from each other. Mike lived with his mother and step-father in the Albert Freydesign Fred D. Johnson house and Gertrude at the Frey designed J. Cheney Wells house with her father. After her divorce from Homer Overly, Mike and Gertrude’s friendship grew into romance, with the couple marrying in 1952. The pair had two children, Michael Joseph and Mary Elizabeth “Molly” Brennan.

Interestingly, Mike and Gertrude’s marriage would not be the only Smoke Tree Ranch romance in the family. In 1971, Gertrude’s daughter Lisa (with Homer Overly) married Dr. Charles Markham, son of Smoke Tree Ranch owners Fred and Maziebelle Markham. Although she lived in Los Angeles and later, San Diego, Gertrude never lost her love of Palm Springs and Smoke Tree Ranch. In 1966, she and her husband purchased another house on the ranch, the 1941 Knight Residence at Rock 15. Upon moving in, she engaged Albert Frey to do an addition. At the same time, the couple engaged Frey to do an addition at their retreat in Jackson Hole, Wyoming.

In 1970, they sold their Smoke Tree Ranch house and moved full time to Jackson Hole. Gertrude remained in Wyoming after her husband’s death in 1982, but over time, she again longed for Palm Springs and Smoke Tree Ranch.

In the late 1980s she began to keep an eye out for potential openings at the ranch. After exploring but rejecting several possible candidates, Gertrude was given a unique opportunity to repurchase her former home of 40 years earlier. She was delighted as the home had many pleasant associations. Even before completing the purchase, she brought in Albert Frey to update the house by doing minor alterations/additions. The Albert Frey files at the Palm Springs Architecture & Design Museum contain a number of letters between Gertrude and Frey that indicate he was not only her architect; he was a warm and trusted friend. Frey would do work on the house from 1991 until 1995.

The home was to remain Gertrude Wells Brennan’s principal residence until her death at 92 in 2011.
2013-Present – Sixth Owners – Charles S. “Chuck” Bentall and Julie Bentall In 2013, the home was sold to Charles S. and Julie Bentall who are today’s current residents.

Chuck Bentall was well familiar with Smoke Tree Ranch before purchasing the home. His parents, Clark and Phyllis Bentall, were the former owners of the Ed and Virginia Janss Residence on Rock 10 between 1991-2000.

Bentall is a noted Canadian architect and both he and his wife are deeply interested in preserving the home’s historic integrity and the additions/alterations they have made since moving in have been done with an eye on maintaining the look and spirit of Clark’s original design.

Item 2A - Page 71
57 Appendix VIII
John Porter Clark, AIA
John Porter Clark, AIA (1905-1991)
(Via Clark Family Ancestry.com)
The Perfect Partner
By Steve Vaught
John Porter Clark is considered an iconic master of Palm Springs architecture and hailed as one of the progenitors of “Desert Modern,” a unique hybrid of Midcentury Modern tailored to meet the climactic and geographic conditions of the Coachella Valley. The aesthetic and practical success of this style has helped draw international attention to Palm Springs as a hub of excellent Midcentury architecture much in the same way Art Deco has done for Miami Beach.

Item 2A - Page 72
58 Yet, as important a figure as Clark is considered to be, his current legacy is defined not by his own individual vision but rather as a component of the joint efforts between himself and longtime partner Albert Frey. Together (as well as with a third partner, Robson Chambers), they produced some of Palm Springs’ most well-known and well-regarded structures. As the Historic Resources Group Survey has noted, their 20-year partnership “would permanently alter the course of architecture in the Coachella Valley” with an oeuvre that ranged from houses, schools, a fire station, churches, shopping centers, hospitals, restaurants, hotels, and apartments.

While the partnership has been celebrated as one of the most influential in the history of Palm Springs, critical analysis has been focused almost exclusively on only one of the partners – Albert Frey. And while this appears wholly justified as the talented and dynamic Frey was the driving force of the collaboration, it has unintentionally minimized the contributions of both John Porter Clark and Robson Chambers. Clark is generally dismissed as being the one who handled the traditional designs for the firm while Frey boldly worked in modern. While Frey was clearly the more visionary modernist of the pair, Clark proved himself more than capable as evidenced by several noteworthy modern designs including that of his own home at 1200 Paseo El Mirador (1939/1946). Further, much of Clark’s ostensibly traditional work shows a modern flair with strong clean lines and minimal ornamentation.

Attempts to separate Clark from Frey in order to assess his individual vision have been stymied by Clark himself, who appears to have had his papers intentionally destroyed prior to his death in 1991. As such, a full determination of Clark’s contributions to the partnership cannot presently be made. However, there is still enough available to give clear evidence of Clark’s own talent and vision that elevates him well beyond that of the “junior” partner.

Early Years
Clark was born in Fort Dodge, Iowa on August 14, 1905 to John and Mary Clark, both of whom hailed from Vermont. Their reasons for being in Iowa are not entirely clear, but it appears the elder Clark was involved in several local building enterprises. By 1909, however, the family made a major shift, relocating to the west and settling in Pasadena, California. Clark enrolled in local schools, graduating from Pasadena High School in 1923.

By the time of his graduation, Clark had already embarked upon his lifelong profession, gaining an entrée into the world of architecture as a junior draftsman at Marston & Van Pelt, one of the most, if not the most prestigious firms in the city. In 1926, he left the firm to enroll at the Cornell University School of Architecture in Ithaca, New York, considered among the finest architectural schools in the country. At the time, Cornell’s curriculum focused on classic Beaux Arts design.

Clark studied at Cornell for 2 years, but in 1928 he returned to Pasadena without completing his degree. He was nonetheless welcomed back to Marston, now known as Marston, Van Pelt & Maybury, this time as senior draftsman. The young Clark appears to have particularly impressed Garrett Van Pelt and in 1930, when he left to go into independent practice, he took Clark with him.

It was during this time that Van Pelt was involved in the Smoke Tree Ranch development and while it presently cannot be verified owing to a dearth of documentation, it is likely that Clark worked with Van Pelt on the original Smoke Tree Ranch designs.

Van Pelt had such faith in his young protegee that he entrusted him with some of the firm’s important commissions. One of Clark’s fellow draftsmen at Van Pelt was Robert E. Alexander, Item 2A - Page 73
59 FAIA, (1907-1992), who would later go on to an impressive career as an architect and city planner.

According to Alexander, Clark was entirely responsible for the design of the imposing Bel-Air mansion of film star Loretta Young and her family on Sunset Boulevard although officially it was credited to Van Pelt.

Van Pelt & Lind
By 1934, Clark had served as a senior draftsman at what was now known as Van Pelt & Lind for four years. In assessing the future, Clark could have possibly risen to partner at the firm or struck out on his own. But another opportunity would present itself that would alter not only the course of Clark’s own life but that of the development of Palm Springs architecture as well.

Clark’s employer, Garrett Van Pelt already had a well-established Palm Springs connection with Smoke Tree Ranch. He was not only one of the venture’s original partners, he became its de facto in-house architect, responsible for either designing or approving plans for new homes in the enclave in the years following its initial opening in 1931. Further, L. Mac Blankenhorn, Smoke Tree Ranch’s founder, had shifted his interests to developing a new community, Rancho Mirage.

Today, it remains unclear whether it was Van Pelt who sent Clark to Palm Springs or if it was Clark who proposed the plan. In either case, the idea made sense, if only for having a local representative of the firm overseeing work at Smoke Tree Ranch and Rancho Mirage. But the potential was far greater. Palm Springs was continuing to gain momentum as a winter resort.

Opportunity was there, but local architects were not. This changed with the opening of the Palm Springs branch of Van Pelt & Lind in 1934, the very first full-time architectural firm in the village.

The theory that Clark was the driving force behind the venture rather than Van Pelt, is bolstered by just how much independence he had including his choice of a partner – Albert Frey. It appears that Clark first met Frey while he was in Palm Springs supervising construction of the KocherSamson Building. They quickly became friends with a mutual respect for the other’s talent and a shared love of the desert. Clark proposed Frey to Van Pelt who approved the arrangement.

The Palm Springs branch of Van Pelt & Lind did not operate as one might normally expect of a satellite office. Rather, it appeared to run as an almost completely autonomous entity, with both Clark & Frey allowed to design whatever commissions they could gain in whatever style the client approved. As neither were formally licensed to practice architecture yet, this allowed them to work under the imprimatur of an established firm. While Garrett Van Pelt is a name virtually unknown in Palm Springs architecture today, he is greatly deserving of honor for being the one to launch the brilliant careers of two of Palm Springs’ most talented and influential architects.

In the beginning, Clark was the public face of the firm. It was his name which appeared in the papers whenever new projects were announced. In fact, Frey’s name does not even appear in the Desert Sun until 1936. Ultimately, their public roles would reverse over time, a situation that appeared satisfactory to both. By all accounts, Clark and Frey were personable and well-liked figures in the village and soon the young designers began securing commissions from a growing number of clients while building a shared reputation for excellence.

Although the Van Pelt & Lind collaboration lasted only two years, it proved to be an extremely fruitful time for Clark and Frey, giving them a chance to freely experiment and gain real-time experience in facing the unique challenges surrounding building in the desert. Frey was able to Item 2A - Page 74
60 bring 8 projects to completion during this time with Clark producing a similar amount. It is likely that even though one was a lead on a project, the other would help with designing details, checking plans, etc., a happy collaboration that would serve as a successful formula over the next decades.

Clark appears to have been the lead or even sole architect for the Van Pelt commissions involving Smoke Tree Ranch and Rancho Mirage during this period. The desert homes were designed in traditional styles using elements from Ranch and/or Spanish and generally featured shed roofs as part of their design, an element so common it became a hallmark of Clark’s 1930s work.

Item 2A - Page 75
61 Almost from the start, the talented young designers caught the attention of architectural critics and their work began appearing in both regional and national publications including California Arts & Architecture, The Architectural Record and The Architectural Digest. Sometimes the work was credited as Van Pelt & Lind, but other times it was credited directly to Clark. Several Clark designs were singled out during the Van Pelt & Lind period that showed the range of his talent. While the Rufus Chapman House (1934) was a typical Spanish design with signature Clark shed roof, the H.U. Brandenstein House, completed the same year was thoroughly modern, with sleek, cubic massing stretching out across its expansive lot in a diagonal pattern, “like a flower to the sun” in the words of California Arts & Architecture.

John Porter Clark showed his ability at modern desert design with the home of Mr. & Mrs. H.U.

Brandenstein in 1935. Clark designed the main house, while Frey did a separate study. (California Arts & Architecture. 1937)
Although both partners were busy, their clients were mostly interested in traditional designs, something that frustrated Frey. So, when an opportunity arose for Frey to work on a project for the Museum of Modern Art in New York with Phillip L. Goodwin and Edward Durrell Stone, he readily accepted, returning to New York in the spring of 1937. While Clark was sorry to see Frey go, he understood his friend’s reasons and wished him the best on his new venture.

Independent Practice
With Frey gone, Clark continued operating under the Van Pelt & Lind banner, although he was becoming such a fixture in the village, his work was more and more identified directly as his own.

In January of 1938, after having received his California architect’s license, Clark left Van Pelt & Lind to go into practice on his own.

Item 2A - Page 76
62 During his brief period of independence, Clark worked steadily, becoming, in the words of the Desert Sun, “Palm Springs’ busiest and best-known architect.” Some of his commissions included homes for prominent villagers such as J.J. Kocher, Wright Ludington, John and Fannie Hamrick, future Palm Springs mayor Florian Boyd, a guest house for James E. “Dad” French, a home and dental office for Bacon Cliffton (attributed), the El Rincon Apartments (now part of Casa Cody) for Francis Crocker, the La Paz Guest Ranch, and some of the first designs for the proposed Palm Springs Aerial Tramway.

In 1938, Clark designed an unusual desert compound of Mr. & Mrs. Wright Ludington in the Mesa, that was a modern take on classic Monterey situated in such a way to maximize views, privacy and a minimal disturbance of the natural topography.
(California Arts & Architecture. February 1939)
Interestingly, when it came time to design his own home, he went modern with an innovative design that anticipated future expansion to be almost seamless. The original (1939) portion of the house was comprised of the same type of low-cost industrial materials Frey would use in his own home such as corrugated aluminum, plywood, steel casement windows and concrete. The original home was basically a cube, but Clark took it to a new level literally by elevating it above the desert on steel poles and across projecting wing walls. The space on ground level served as a semienclosed patio for outdoor living. In 1946, with a growing family, he would expand the house as Item 2A - Page 77
63 originally planned, with minimal expense and alteration to the original structure. The design was well-received and published in several major publications including House & Garden.

The first section of Clark’s own home (1939) used the same materials and design philosophy Albert Frey applied to his own house, Frey House I, the following year. (If You Want to Build a House by Elizabeth Mock. 1946)
The late 1930s and beginning of the 1940s proved to be a very busy time for Clark on a personal and professional level. He had been active in civic affairs since his arrival in the desert and in 1938, when Palm Springs achieved cityhood, Clark was appointed the first chairman of the Planning Commission. Soon, however, he switched to vice chair, but his involvement with the commission would continue at various times for nearly 20 years with his last term in 1959.

In 1940, he married Louisa Margaret Lentz (1916-1980) and together they would have a son, Alan Porter Clark, (1946-2018). It was Alan’s birth that would trigger the already-planned expansion of the Clark family home at 1200 Paseo El Mirador.

It was also during this creative period that Clark completed two of what would become his bestknown designs – the Palm Springs Woman’s Club and the Welwood Murray Library, both 1940, and today, treasured Palm Springs landmarks. The Welwood Murray is particularly striking, dominating but not overwhelming its prominent corner location. Ostensibly Spanish in style, the structure nonetheless bears an unmistakable modern feel that bridges the gulf between Palm Springs’ historic Spanish past and anticipating its modernist future.

Item 2A - Page 78
64 (Courtesy of Barbara Marshall, Palm Springs Preservation Foundation) The Return of Albert Frey
By the time these projects were completed or nearing completion, Albert Frey had returned to Palm Springs. He had come at the behest of Clark who broached the idea of a partnership now that he was fully-accredited as a California architect. Frey happily returned and began the nearly 20-year association that would prove to be one of the most influential architectural teams ever to practice in the desert.

At first, as it had been during the Van Pelt & Lind period, Clark was the leading public face of the team, largely owing to the fact Frey was not yet licensed. The firm still operated under Clark’s name alone and would continue to do so until Frey obtained his license in 1944. Prior to the war, as would be the case throughout their partnership, they took on a diverse range of projects that ran the gamut from residential to civic, even producing a skating rink. The Cathedral City Elementary School in 1940 marked the beginning of a long association with school designs that would cover the length of their careers both together and individually.

The coming of war changed the trajectory of their professional and personal lives, but Clark was better prepared than most. He had long been involved in the military starting with the R.O.T.C.

Item 2A - Page 79
65 during his Pasadena school days and, from 1928-1933, serving as a 1st Lt. in the Army Reserve.

When war did break out in December 1941, Clark was anxious to do his part. Initially, he assisted with the wartime conversion of the El Mirador Hotel into the Torney General Hospital. Frey also worked on this project and continued after Clark formally joined the U.S. Army in September 1942.

Clark began his service at the rank of 1st Lt. in the Army Corps. of Engineers stationed at Minter Field near Bakersfield. By the time he was mustered out at war’s end, he had risen to the rank of captain.

Returning to civilian life at the end of 1945, Clark entered what was to become the heyday of both his own professional career and the modernist movement in Palm Springs of which he and Frey were to play starring roles.

Clark & Frey and Clark, Frey & Chambers
Post-war Palm Springs saw a population boom and a change in attitudes towards modern architecture. More and more clients were interested in going modern and Clark & Frey, with years of desert designing experience, were in a prime position to deliver. Over the next decade, the firm, which, after 1948 included Robson Chambers (who became a full partner in 1953), produced a series of designs for a wide range of structures, many of them in Modern style, which placed them in the vanguard of the Desert Modern movement. As Joseph Rosa wrote in his book, Albert Frey, Architect (Rizzoli.1990), “Clark and Frey’s buildings, both before and after World War II, were important contributions towards placing Palm Springs architecture on the map as a new frontier for the modern spirit.”
While they continued to produce numerous residences, including such masterworks as the Raymond Loewy Residence, their range was extensive including schools, hospitals, museums, restaurants, office buildings, churches, hotels, apartments, fire stations, and government buildings. A small sampling of their post-war work includes bungalows for the Racquet Club; Villa Hermosa apartments; Dollard Office Building; San Gorgonio Pass Memorial Hospital; Katherine Finchy School; Desert Bank; Lyons House at Smoke Tree Ranch; Banning Public Library; Valley Station of the Palm Springs Aerial Tramway; Palm Springs Fire Station; Cree Houses I & II; Cahuilla Elementary School; Social Sciences and Humanities Building, University of California, Riverside, and the Doll House restaurant; among many others.

Frey is credited as the lead architect behind all of these projects, and it is presently unknown to any degree of certainty the extent of Clark’s (and Chambers) contributions to any particular design. However, perhaps the very fact that it can be so hard to separate the individual contributions of the partners is proof of how well they worked together.

Independence and a New Partnership
At the end of 1956, Clark, who had become a member of the AIA in 1953, left the partnership amicably in order to devote his energies in the pursuit of larger commercial and institutional projects. He built an office for himself at 169 Luring Drive and went into independent practice.

One of his biggest commissions was the Palm Springs Police Department headquarters on Tahquitz Way in 1959. But Clark was not destined to remain solo for long. In 1963, he began a long and successful collaboration with E. Stewart Williams and Roger Williams of Williams and Williams. Another of Palm Springs’ most iconic architectural firms, Williams and Williams had numerous commissions from the County of Riverside, City of Palm Springs, Desert Hospital Item 2A - Page 80
66 District, Coachella Valley Savings & Loan, and others, just the type of bigger projects Clark was looking for. In 1971, Clark was elevated to full partner in the firm of Williams, Clark & Williams. He continued working on major projects including the College of the Desert, city and county offices, banks and offices until his retirement in 1990 at the age of 85. It marked the end of an impressive and influential career, which began as a junior draftsman at Marston & Van Pelt 67 years earlier.

He passed away the following year.

Item 2A - Page 81
67 Appendix IX
Historical and Modern Photo Comparisons
1941 and 2023
Item 2A - Page 82
68 Item 2A - Page 83
69 Item 2A - Page 84
70 Item 2A - Page 85
71 Appendix X
Current Imagery
General view as seen from street looking south showing garage and kitchen porch. (Author Photo. February 2023)
View of Albert Frey’s kitchen porch addition
(Author Photo. February 2023)
Item 2A - Page 86
72 View looking westward across front porch.
(Author Photo. February 2023)
Across north facade.
(Author Photo. February 2023)
Item 2A - Page 87
73 North façade showing porch and shed roof.
(Author Photo. February 2023)
Looking eastwards towards front entrance.
(Author Photo. February 2023)
Item 2A - Page 88
74 View through breezeway into rear porch.
(Author Photo. February 2023)
View from porch across towards pool.
(Author Photo. February 2023)
Item 2A - Page 89
75 Pool from guest wing.
(Author Photo. February 2023)
Reversed view looking back at guest wing.
(Author Photo. February 2023)
Item 2A - Page 90
76 Porch at rear of guest wing.
(Author Photo. February 2023)
View of south façade with new master bedroom on left.

Item 2A - Page 91

ATTACHMENT D
Item 2A - Page 92
Item 2A - Page 93
Item 2A - Page 94
Item 2A - Page 95
Item 2A - Page 96
Item 2A - Page 97
Item 2A - Page 98

HISTORIC SITE PRESERVATION BOARD

STAFF REPORT
DATE: September 3, 2024 PUBLIC HEARING
SUBJECT: APPLICATION BY CHARLES E. BENTALL AND JULIE BENTALL

REPRESENTED BY THE PALM SPRINGS PRESERVATION
FOUNDATION FOR HISTORIC SITE DESIGNATION OF “THE
BURNHAM-WELLS RESIDENCE” LOCATED AT 1850 SMOKE TREE
LANE, CASE HSPB #159 (APN 510-172-001) (SY).

FROM: Department of Planning Services

SUMMARY
An application for historic site designation of the “Burnham-Wells Residence” was submitted by the current owners: Charles E. Bentall and Julie Bentall. This home is located within the Smoke Tree Ranch development and the period of significance is when the home was completed in 1936 by architect John Porter Clark. While changes to the home were made by subsequent owners by significant architects like Albert Frey, those alterations do not meet the criteria for historic significance.

If designated as a historic resource, the property would be subject to the regulations outlined in Section 8.05 of the Palm Springs Municipal Code.

RECOMMENDATION:

1. Open the public hearing and receive public testimony.

2. Close the public hearing and adopt Resolution HSPB #159, “A RESOLUTION OF

THE HISTORIC SITE PRESERVATION BOARD OF THE CITY OF PALM

SPRINGS, CALIFORNIA, RECOMMENDING THAT THE CITY COUNCIL DESIGNATE “THE BURNHAM-WELLS RESIDENCE” LOCATED AT 1850 SMOKE TREE LANE, AS A CLASS 1 (LANDMARK) HISTORIC RESOURCE HSPB #159, SUBJECT TO CONDITIONS (APN #510-172-001).”
BACKGROUND AND SETTING:

The single-family residence is located inside Smoke Tree Ranch addressed Rock 6, 4L.

The home is on a single parcel with an adjacent “view lot” to the south that cannot contain a structure. Smoke Tree Ranch was first developed as a “dude ranch” presenting the rustic ranch-style of architecture in a natural desert setting with hotel-like amenities. The Burnham-Wells Residence is considered one of those early examples of residential development dating to 1936.

Item 2A - Page 99
Historic Site Preservation Board Staff Report September 3, 2024 HSPB-159 – The Burnham-Wells Residence