Palm Springs City Council
November 21, 2024

CITY OF PALM SPRINGS

PROFESSIONAL SERVICES AGREEMENT
ON-CALL xxxxxxxxxxxxxx SERVICES
(SAMPLE AGREEMENT – INTENTIONALLY INCOMPLETE)
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter “Agreement”) is made and entered into, to be effective this _____ day of _____________, 2024, by and between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, (hereinafter referred to as “City”) and xxxxxxxxxxxxx , (hereinafter referred to as “Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and are hereinafter collectively referred to as the “Parties.”

RECITALS
A. City has determined that there is a need for As-Needed, “On-Call” xxxxxxxxxx Services for a variety of future xxxxxxxxxxx projects, (hereinafter the “Project”).

B. Consultant has submitted to City a proposal to provide As-Needed, “On-Call” xxxxxxxxxxxxxx Services for a variety of future xxxxxxxxxxxx projects to City pursuant to the terms of this Agreement.

C. Consultant is qualified by virtue of its experience, training, education, reputation, and expertise to provide these services and has agreed to provide such services as provided herein.

D. City desires to retain Consultant to provide such professional services.

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

1.0 SERVICES OF CONSULTANT

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant agrees to perform the professional services set forth in the Scope of Services described in Exhibit “A,” which is attached hereto and is incorporated herein by reference (hereinafter referred to as the “Services” or “Work”). The Services shall be more particularly described in the individual Task Order issued by the City. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that this Agreement requires specialized skills and abilities and is consistent with this understanding, Consultant is a provider of first class work and professional services and that Consultant is experienced in performing the Work contemplated herein and, in light of such status and experience, Consultant covenants that it shall perform the Work in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions.

1.2 Contract Documents. The Agreement between the Parties shall consist of the following:
(1) this Agreement; (2) the Scope of Services; (3) the City’s Request for Proposals (4) the Consultant’s signed, original proposal submitted to the City (“Consultant’s Proposal”); (5) Fee Schedule; and (5) the Task Order (as defined herein) (collectively referred to as the “Contract Documents”). The City’s Request Item 1MM - Page 22

for Proposals and the Consultant’s Proposal, which is attached as Exhibits “B” and “C” respectively, is incorporated by reference and are made a part of this Agreement. The Scope of Services shall include the Consultant’s Proposal. All provisions of the Scope of Services, Task Order, the City’s Request for Proposals and the Consultant’s Proposal shall be binding on the Parties. Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1st) the terms of this Agreement; (2nd) the provisions of the Task Order; (3rd) Scope of Services (Exhibit “A”), as may be amended from time to time; (4th) the provisions of the City’s Request for Qualifications (Exhibit “B”); and (5th) the provisions of the Consultant’s Proposal.

1.3 Compliance with Law. Consultant warrants that all Services rendered hereunder shall be performed in accordance with all applicable federal, state, and local laws, statutes, and ordinances and all lawful orders, rules, and regulations promulgated thereunder, including without limitation all applicable Cal/OSHA requirements. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement.

1.4 Licenses, Permits, Fees and Assessments. Consultant represents and warrants to City that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work required by this Agreement. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, qualification, or approval that is legally required for Consultant to perform the Work under this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the Work required by this Agreement, and shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City hereunder.

1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services hereunder. Should the Consultant discover any latent or unknown conditions that will materially affect the performance of the Services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City.

1.6 Care of Work. Consultant shall adopt reasonable methods during the term of the Agreement to furnish continuous protection to the Work and the equipment, materials, papers, documents, plans, studies, and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Work by the City, except such losses or damages as may be caused by City's own negligence.

1.7 Further Responsibilities of 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.

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1.8 Performance of Services. City Manager or Director of Engineering/City Engineer, as provided in Section 2.1 of this Agreement, shall have the right at any time during the term of this Agreement to order the performance of services as generally described in the Scope of Services to perform extra or additional work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from such Work. No Work may be undertaken unless a written order is first given by the City Manager or the Director of Engineering/City Engineer to the Consultant, incorporating therein the identification and description of the Work to be performed, a maximum or not to exceed amount for such Work, and the time to perform the Work.

1.9 Unauthorized Aliens. Consultant hereby represents and warrants that it will comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of any Work under this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to reimburse City for any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, or penalties which arise out of or are related to such employment, together with any and all costs, including attorneys' fees, incurred by City.

2.0 COMPENSATION

2.1 Maximum Contract Amount. City and Consultant hereby acknowledge and agree that the Services required by this Agreement will vary dependent upon the number, type, and extent of the Services the Consultant shall provide; and no guarantee of the extent or the type of Services required of Consultant under the terms of this Agreement is made by the City. The annual level of services required by this Agreement is unknown and may significantly increase or decrease from year to year. In acknowledgement of the fact that the number and type of projects requiring the Consultant’s Services has not been identified for this Agreement, City and Consultant hereby acknowledge and agree that a specific “Maximum Contract Amount” shall be imposed on each separate project that the City may assign Consultant as provided in Section 1.8 and in this Section 2.1. Each such separate project shall be identified as a Task Order authorized by the Director of Engineering/City Engineer or the City Manager as provided in this Section 2.1. Consultant shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the fee schedule set forth in Exhibit “D”. The total amount of Compensation for the duration of the term of this agreement, as defined in Section 3.4, shall not exceed $5,000,000.

The method of compensation for each separate City authorized Task Order may include: (i) a lump sum payment upon completion, (ii) payment for time and materials based upon the Consultant's Schedule of Hourly Billing Rates (Fee Schedule) as shown on Exhibit “D”, or (iii) such other methods as may be specified in the Schedule of Compensation.

Compensation shall include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense, and all other necessary expenditures required to perform the professional services under this Agreement. Compensation shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City; Consultant shall not be entitled to any additional compensation for attending said meetings. Consultant hereby acknowledges that it accepts the Item 1MM - Page 24

risk that the Services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates, and that Consultant shall not be entitled to additional compensation, therefore.

It is expressly agreed that the maximum contract amount of this Agreement is undefined and is subject to the number and type of projects requiring the Consultant’s Services throughout the duration of the term of this Agreement, if any. Consultant’s compensation shall be limited to the Maximum Contract Amount identified on each separate, individually authorized Task Order corresponding to a project requiring the services of the Consultant.

By approval of this Agreement, the City Council hereby authorizes the subsequent approval of individual Task Orders (Purchase Orders) in those amounts sufficient to cover the cost of required Services necessary for the projects.

2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation (Exhibit “D”), in any month in which Consultant wishes to receive payment, no later than the tenth (10) working day of such month, Consultant shall submit to the City, in a form approved by the City’s Finance Director, an invoice for Services rendered prior to the date of the invoice. Such requests shall be based upon the amount and value of the Services performed by Consultant and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Consultant within forty-five (45) days after receipt of the invoice or a soon thereafter as is reasonably practical. There shall be a maximum of one payment per month.

2.3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by the City, the Parties shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional professional fees.

An amendment may be entered into: (a) to provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product, or work; and/or (b) to provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant’s profession.

2.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefore by the Palm Springs City Council for each fiscal year covered by the Agreement.

If such appropriations are not made, the City Manager may terminate this Agreement as provided in Section 8.3 of this Agreement; otherwise, there shall be no funding for any Services and Consultant shall not be entitled to payment for any Services that Consultant may provide.

3. SCHEDULE OF PERFORMANCE

3.1 Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the Services to be performed by Consultant is an essential condition of this Agreement.

Consultant shall prosecute regularly and diligently the Work of this Agreement according to the agreed upon Schedule of Performance for each Task Order. Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence Item 1MM - Page 25

of the non-performing Party. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay.

3.2 Schedule of Performance. Consultant shall commence the Services pursuant to this Agreement upon receipt of a written Task Order and shall perform all Services within the time period(s) established in the Schedule of Performance. When requested by Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but such extensions shall not exceed one hundred eighty (180) days cumulatively; however, the City shall not be obligated to grant such an extension.

3.3 Force Majeure. The time for performance of Services to be rendered under each Task Order may be extended because of any delays due to a Force Majeure Event, if Consultant notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Consultant will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

3.4 Term. Unless earlier terminated under the terms of this Agreement, this Agreement shall continue in full force and effect for three (3) years from the effective date of this Agreement. At the sole discretion of the City Manager, upon written notice to Consultant and mutual agreement, the term of this Agreement may be extended for two (2) additional one (1) year terms.

4. COORDINATION OF WORK

4.1 Representative of Consultant. The following principal of Consultant is hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the Services to be performed under this Agreement and make all decisions in connection therewith: xxxxxxxxxxxxx. It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services performed hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer.

4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City and is subject to change by the City Manager. It shall be the Consultant's Item 1MM - Page 26

responsibility to ensure that the Contract Officer is kept fully informed of the progress of the performance of the Services, and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Consultant shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subconsultant(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subconsultant and City. All persons engaged in the Work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any liability hereunder without the express written consent of City.

4.4 Independent Consultant.

A. The legal relationship between the Parties is that of an independent Consultant, and nothing herein shall be deemed to make Consultant a City employee. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act as City officers or employees. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement. Consultant, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City’s offices. City shall have no voice in the selection, discharge, supervision, or control of Consultant’s employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Consultant shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers’ compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Consultant in its business or otherwise a joint ventures or a member of any joint enterprise with Consultant.

B. Consultant shall not incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner.

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C. No City benefits shall be available to Consultant, its officers, employees, or agents in connection with any performance under this Agreement. Except for professional fees paid to Consultant as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, or agents, for injury or sickness arising out of performing Services hereunder. If for any reason any court or governmental agency determines that the City has financial obligations, other than pursuant to Section 2 and Subsection 1.8 herein, of any nature relating to salary, taxes, or benefits of Consultant’s officers, employees, servants, representatives, subconsultants, or agents, Consultant shall indemnify City for all such financial obligations.

4.5 California Labor Code Requirements.

A. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).

B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements.

5. INSURANCE

5.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, the insurance described herein for the duration of this Agreement, including any extension thereof, or as otherwise specified herein, against claims which may arise from or in connection with the performance of the Work hereunder by Consultant, its agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant 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. Consultant shall immediately substitute any insurer Item 1MM - Page 28

whose A.M. Best rating drops below the levels specified herein. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided pursuant to this Agreement shall be on an occurrence basis. The minimum amount of insurance required hereunder shall be as follows:

A. Errors and Omissions Insurance. Consultant 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 occurrence and two-million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section.
(1) Consultant shall either: (a) certify in writing to the City that Consultant is unaware of any professional liability claims made against Consultant and is unaware of any facts which may lead to such a claim against Consultant; or (b) if Consultant does not provide the certification pursuant to (a), Consultant shall procure from the professional liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services pursuant to this Agreement.
(2) If the policy of insurance is written on a “claims made” basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended “tail” coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager.
(3) In the event the policy of insurance is written on an “occurrence” basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services 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 Services under the terms of this Agreement.

B. Workers’ Compensation Insurance. Consultant 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, and in compliance with all other statutory requirements, as required by the State of California. Consultant agrees to waive and obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers’ compensation insurance policy against the City and to require each of its subconsultants, if any, to do likewise under their workers’ compensation insurance policies. If Consultant has no employees, Consultant shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form.

C. Commercial General Liability Insurance. Consultant 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 one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property Item 1MM - Page 29

damage including coverages for contractual liability, personal injury, independent Consultants, broad form property damage, products and completed operations.

D. Business Automobile Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, nonowned, leased, and hired cars.

E. Employer Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer 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.

5.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City Manager prior to commencing any work or services under this Agreement. Consultant guarantees payment of all deductibles and self-insured retentions. City reserves the right to reject deductibles or self-insured retentions in excess of $10,000, and the City Manager may require evidence of pending claims and claims history as well as evidence of Consultant’s ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of $10,000.

5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Consultant pursuant to this Agreement:

A. For any claims related to this Agreement, Consultant’s coverage shall be primary insurance as respects City and its officers, council members, officials, employees, agents, and volunteers.

Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Consultant’s insurance and shall not contribute with it.

B. Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers.

C. All insurance coverage and limits provided by Consultant 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.

D. None of the insurance coverages required herein will be in compliance with these requirements if they include any limiting endorsement which substantially impairs the coverages set forth herein (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing.

E. Consultant agrees to require its insurer to modify insurance endorsements to delete Item 1MM - Page 30

any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Consultant’s obligation to ensure timely compliance with all insurance submittal requirements as provided herein.

F. Consultant agrees to ensure that subconsultants, and any other parties involved with the Project who are brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant 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. Consultant agrees that upon request, all agreements with subconsultants and others engaged in the Project will be submitted to the City for review.

G. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights hereunder in this or any other regard.

H. Consultant shall provide proof that policies of insurance required herein 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.

Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage.

I. Requirements of specific insurance coverage features, or limits contained in this section are not intended as limitations on coverage, limits, or other requirements nor 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.

J. 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 impairs the provisions of this section.

K. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the 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.

L. Consultant agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages resulting from the Consultant’s activities or the activities of any person or person for which the Consultant is otherwise responsible.

5.4 Sufficiency of Insurers. Insurance required herein shall be provided by authorized Item 1MM - Page 31

insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless such requirements are waived in writing by the City Manager or his designee due to unique circumstances.

5.5 Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies.

Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate:

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

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

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

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

In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant’s obligation to provide them.

6. INDEMNIFICATION

6.1 To the fullest extent permitted by law, Consultant shall defend (at Consultant’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including Item 1MM - Page 32

but not limited to Claims arising from injuries to or death of persons (Consultant’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties.

Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant’s indemnification obligation or other liability under this Agreement.

Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final.

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

7. REPORTS AND RECORDS

7.1 Accounting Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.

7.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of the Work to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Work contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of such fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.

7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subconsultants, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Item 1MM - Page 33

Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder.

Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and the City shall indemnify the Consultant for all damages resulting therefrom. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. Consultant shall ensure that all its subconsultants shall provide for assignment to City of any documents or materials prepared by them, and in the event, Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom.

7.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. All information gained by Consultant in the performance of this Agreement shall be considered confidential and shall not be released by Consultant without City’s prior written authorization.

7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Consultant shall provide City, or other agents of City, such access to Consultant’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Consultant’s performance under this Agreement. Consultant shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder.

8. ENFORCEMENT OF AGREEMENT

8.1 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 such County, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

8.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.

8.3 Termination. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all Services except such as may be specifically approved by the Contract Officer.

Item 1MM - Page 34

Consultant shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. Consultant may not terminate this Agreement except for cause, upon thirty (30) days written notice to City.

8.4 Default of Consultant.

A. Consultant’s failure to comply with any provision of this Agreement shall constitute a default.

B. If the City Manager, or his designee, determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Consultant shall be liable for any and all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City’s right to terminate this Agreement without cause pursuant to Section

8.3. C. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.4.B, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Consultant shall not limit Consultant’s liability for completion of the Services as provided herein.

8.5 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 hereof.

8.6 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.

Item 1MM - Page 35

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

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

9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

9.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

9.2 Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Consultant warrants that Consultant 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.

9.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant 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”).

Consultant 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, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant 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 Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting.

10. MISCELLANEOUS PROVISIONS

10.1 Patent and Copyright Infringement.

A. To the fullest extent permissible under law, and in lieu of any other warranty by City or Consultant against patent or copyright infringement, statutory or otherwise, it is agreed that Item 1MM - Page 36

Consultant shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale thereof arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall pay all costs and damages finally awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the suit or claim and given authority, information and assistance at Consultant’s expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the negligence, recklessness or willful misconduct of Consultant. However, Consultant will not indemnify City if 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 Consultant when it is such use in combination which infringes upon an existing U.S. letters patent or copyright.

B. Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement thereof, Consultant shall not be obligated to indemnify City under any settlement made without Consultant’s consent or in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Consultant’s expense. If the use or sale of such item is enjoined as a result of the suit or claim, Consultant, 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.

10.2 Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered, sent by pre-paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed 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 days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows:

To City: City of Palm Springs
Attention: City Manager
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Telephone: (760) 323-8204

To Consultant: xxxxxxxxxxxxxxxxxxxxxxx

10.3 Entire Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter hereof. No amendments or other modifications of this Agreement shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees.

10.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in Item 1MM - Page 37

such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, 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 unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.

10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees.

10.6 Third Party Beneficiary. Except as may be expressly provided for herein, 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 hereto.

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

10.8. 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.

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

10.10 Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine.

When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section.
[SIGNATURES ON FOLLOWING PAGE]
Item 1MM - Page 38

SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND [***INSERT NAME***]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.

CONTRACTOR:

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

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _______ Item No.

APPROVED AS TO FORM: ATTEST:

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

By: _______________________________ Date:

City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
Item 1MM - Page 39

CITY COUNCIL STAFF REPORT
DATE: NOVEMBER 21, 2024 CONSENT CALENDAR
SUBJECT: APPROVE AMENDMENT NO. 1 TO COOPERATIVE PURCHASE AGREEMENT 24C119 WITH RON TURLEY ASSOCIATES, INC., FOR

INFORMATION SYSTEM SAAS SUBSCRIPTION FOR FLEET

MANAGEMENT
FROM: Scott C. Stiles, City Manager
BY: David McAbee, Director of Public Works
SUMMARY:

This action will approve Amendment No. 1 to Agreement No. 24C119 with Ron Turley Associates, Inc. in the amount of $21,600 for a revised contract amount not to exceed $96,509.40 for the purchase of an Information System SAAS Subscription for Fleet Management of equipment for the initial term of June 5, 2024, through June 4, 2026.

RECOMMENDATION:

1. Approve Amendment No. 1 to Agreement 24C119 (Attachment A) with Ron Turley Associates, Inc., to for Information System SAAS Subscription for Fleet Management for an additional amount of $21,600 for a total revised contract amount not to exceed $96,509.40, for the initial term of June 5, 2024, through June 4, 2026; and

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

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure form (Attachment B), Ron Turley Associates, Inc., is registered in the state of Delaware.

BACKGROUND:

The Public Works Department requires the services of a software company to provide hosting services for cloud hosted tracking of fleet maintenance services, inventory, and vehicle replacement schedules.

Item 1N - Page 1
City Council Staff Report
November 21, 2024 -- Page 2
Amend Cooperative Purchase Agreement 24C119
On June 5, 2024, the City Manager entered into a Cooperative Purchase Agreement 24C119 (Attachment C) with Ron Turley Associates, Inc., through their Sourcewell Contract No. 020221-RTA for the purchase of an Information System SAAS Subscription for Fleet Management, inclusive of up to 400 pieces of equipment, in an amount not to exceed $74,909.40, for an initial two-year term from June 5, 2024, through June 4, 2026.

STAFF ANALYSIS:

This Amendment No. 1 will provide for the purchase of up to an additional 150 pieces of equipment be entered into the Fleet Management system for a total of 550 pieces of equipment, allowing the department to track all current and additional equipment as may be necessary. Amendment No. 1 provides for an increase of $21,600 over the initial twoyear term, June 5, 2024, through June 4, 2026, for a total revised contract amount not to exceed $96,509.40,
ENVIRONMENTAL ASSESSMENT:

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

ALIGNMENT WITH STRATEGIC PLANNING:

Approval of this action supports City Council priority 2, Community Infrastructure.

FISCAL IMPACT:

Sufficient funds are budgeted and available in Fiscal Year 2024-25 in Fleet Operations Account 5106560-40105.

REVIEWED BY:

Assistant Director of Maintenance and Facilities: Daniel Martinez Director of Public Works: David McAbee
Director of Procurement and Contracting: Kim Baker
Assistant City Manager: Teresa Gallavan
City Manager: Teresa Gallavan for Scott Stiles
Item 1N - Page 2
City Council Staff Report
November 21, 2024 -- Page 3
Amend Cooperative Purchase Agreement 24C119
ATTACHMENTS:

A. Amendment No.1 24C119
B. Public Integrity Disclosure
C. Cooperative Purchase Agreement No. 24C119
Item 1N - Page 3

ATTACHMENT A

Item 1N - Page 4
AMENDMENT NO. 1 TO COOPERATIVE PURCHASE AGREEMENT NO. 24C119

FOR INFORMATION SYSTEM SAAS SUBSCRIPTION
SOURCEWELL CONTRACT NO. 020221-RTA
This Amendment No. 1 to the Cooperative Purchase Agreement (24C119), (“Amendment No. 1”), is made and entered into this 21st day of November 2024, by and between the City of Palm Springs, a California charter city and municipal corporation, hereinafter designated as the City, and Ron Turley Associates, Inc., a Delaware corporation, hereinafter designated as the Contractor. City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”.

RECITALS
A. On June 5, 2024, the City Manager approved 24C119, made and entered into in reference to the competitively solicited Sourcewell Contract No. 020221-RTA with Contractor (“Cooperative Agreement”) for an amount not to exceed $74,909.40, for the initial two-year term through June 4, 2026.

B. City desire to modify the Quote/Pricing to allow for the addition of 150 additional pieces of equipment to the existing 400 pieces of equipment for an annual amount of $10,800, and an additional amount of $21,600, for a revised contract amount not to exceed $96,509.40 over the initial two-year term from June 5, 2024, through June 4, 2026.

C. Contractor desires to perform said services on the terms and conditions set forth in this Amendment.

In consideration of these promises and mutual obligations, covenants, and conditions, the Parties agree as follows:

AGREEMENT
SECTION1. The true and correct recitals above are incorporated by this reference herein as the basis for this Amendment No. 1.

SECTION 2. 3.1 Compensation and Payment. Is hereby replaced in its entirety as follows:
“3.1 Compensation and Payment. This Agreement is for an amount not to exceed $96,509.40, subject to approved amendments and changes. All pricing must be in accordance with the attached Quote, as shown as Attachment “B”, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety.” SECTION 3. Attachment “B” Quote / Pricing is hereby amended to incorporate this Attachment “A” Quote/Pricing.

Item 1N - Page 5
SECTION 4. Full Force and Effect. All terms, conditions, and provisions of the Cooperative Purchase Agreement 24C119, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment No. 1 and any provisions of the Cooperative Purchase Agreement 24C119, the provisions of this Amendment No. 1 shall in all respects govern and control.

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

Except as specifically amended by this Amendment No. 1, all terms and provisions of Agreement No. 24C119 remain in full force and effect.
[SIGNATURES ON FOLLOWING PAGE]
Item 1N - Page 6
SIGNATURE PAGE TO AMENDMENT NO. 1 (24C119) BY AND BETWEEN THE CITY OF PALM SPRINGS AND RON TURLEY ASSOCIATES, INC.

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

CONTRACTOR:

By:___________________________ By:____________________________________ Signature Signature
(2nd signature required for Corporations)
Date: Date:

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _11/21/24______ Item No.

APPROVED AS TO FORM: ATTEST:

By: ___________________________ By:

City Attorney City Clerk
APPROVED:

By: _______________________________ Date:

Department Director
By: _______________________________ Date:

City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
Item 1N - Page 7
City of Palm Springs - Additional Assets
City of Palm Springs
3200 E TAHQUITZ CANYON WAY
Palm Springs, CA 92262
United States
Daniel Martinez
[email protected]
(760)322-8348
Reference: 20241022-191502902
Quote created: October 22, 2024
Quote expires: November 21, 2024
RTA
17437 N 71st Dr.

Suite 110
Glendale, AZ 85308
United States
Prepared by: Ben Krutzfeldt
"Account Executive"
[email protected]
+16232591068
Total $10,800.00

PRODUCTS & SERVICES QUANTITY PRICE
RTA Platinum Tier SaaS - Assets (Unlimited Users) 150 $10,800.00 / year

SUMMARY
Annual subtotal $10,800.00
Total $10,800.00
Comments
ATTACHMENT "A" QUOTE/PRICING
Item 1N - Page 8

ATTACHMENT B

Item 1N - Page 9
CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTION FOR APPLICANTS)

(Revised 09 13 18)

CITY OF PALM SPRINGS

PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTIONS FOR APPLICANTS)
Who Must File?
Applicants that are NOT a natural person or group of natural people that will be identified on the application, and seek a City approval determined by a vote of City officials. Examples include corporations, limited liability companies, trusts, etc. that seek a City Council approval, or an approval by one of the City’s board or commissions.

Why Must I File?
The City of Palm Springs Public Integrity Ordinance advances transparency in municipal government and assists public officials in avoiding conflicts of interest. The City’s Public Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City’s interest in ensuring that companies (and other legal entities that are not natural people) doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person, with an ownership interest worth two thousand dollars ($2,000) or more, who has a material financial relationship with any elected or appointed voting City official, or with the City Manager or City Attorney.

Note: A material financial relationship is a relationship between someone who is an owner/investor in the applicant entity and a voting official (or the City Manager or City Attorney), which relationship includes any of the following:
(1) the owner/investor and the official have done business together during the year prior to the application;
(2) the official has earned income from the owner/investor during the year prior to the filing of the application;
(3) the owner/investor has given the official gifts worth fifty dollars ($50) or more during the year prior to the filing of the application; or
(4) the official might reasonably be anticipated to gain or lose money or a thing of value, based upon the owner/investor’s interest in the applicant entity, in relation to the application’s outcome.

When Must I File?
You must file this form with the Office of the City Clerk at the same time when you file your application for a City approval determined by a vote of City officials, whether elected or appointed.

Item 1N - Page 10
CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTION FOR APPLICANTS)

(Revised 09 13 18)
What Must I Disclose?
A. The names of all natural persons who are officers, directors, members, managers, trustees, and other fiduciaries serving trusts or other types of organizations (attorneys, accountants, etc.).

Note: (1) only trusts or other organizations that are not the fiduciaries, (2) if a second entity that is not a natural person serves the applicant entity (e.g., as a member of an applicant LLC), then all officers, directors, members, managers, trustees, etc., of the second entity must be disclosed).

B. The names of persons owning an interest with a value of two thousand dollars ($2,000) or more who have a material financial relationship with an elected or appointed City official who will vote on the applicant’s application, or with the City Manager or City Attorney.

PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.

Item 1N - Page 11
CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

(Revised 09 13 18)

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principle Place of Business)

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

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

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

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

 Other ____________________________________
_________________________________________________  Officer  Director  Member  Manager [name]
 General Partner  Limited Partner

 Other ____________________________________
_________________________________________________  Officer  Director  Member  Manager [name]
 General Partner  Limited Partner

 Other ____________________________________
17437 N 71st Dr, Suite 110, Glendale, AZ 85308
Ron Turley Associates, Inc.

Arizona
Josh Turley
Anjuli Turley
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CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

(Revised 09 13 18)

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

EXAMPLE

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

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

Signature of Disclosing Party, Printed Name, Title Date Josh Turley 100%
Lisa Baka, Controller November 5, 2024
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ATTACHMENT C
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COOPERATIVE PURCHASE OF FLEET MANAGEMENT
INFORMATION SYSTEM SAAS SUBSCRIPTION AGREEMENT NO.24C119 This Cooperative Purchase of Fleet Management Information System SaaS Subscription Agreement (“Agreement”) is entered into this _5th day of June 2024, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”) and Ron Turley Associates, Inc., an Arizona corporation with its principal place of business at 17437 N 71st Drive, Suite 110, Glendale, AZ 85308 (“Contractor”). City and Contractor are sometimes individually referred to as “Party” or collectively as “Parties” in this Agreement.

1. Background.
a. This Agreement is made and entered into in reference to the competitively solicited Sourcewell Contract No 020221 with Contractor (“Cooperative Agreement”).
b. The City desires to implement a Fleet Management Information System SaaS Subscription attached hereto as Attachment “A”, the content of which is incorporated by reference to this Agreement as if fully set out here in its entirety. c. Contractor desires to perform said services on the terms and conditions set forth in this Agreement.

2. Term. The term of this Agreement is two (2) years beginning on the date provided in the Notice to Proceed from the City’s Public Works Department. The parties may mutually extend the term of this Agreement for up to three (3) additional 1-year periods (“Option Period(s)”), provided, the parties do so in writing prior to the expiration of the original term of the then-current Option Period.

3. Compensation and Payment. This Agreement is for an amount not to exceed Seventy Four Thousand Nine Hundred Nine Dollars and Forty Cents ($74,909.40), subject to approved amendments and changes. All pricing must be in accordance with the attached Quote, as shown as Attachment “B”, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety.

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

5. Insurance. Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Attachment "C", incorporated herein by reference. If no insurance is required Attachment “C” will reflect that there are no requirements.

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6. Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final.

7. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed, or hand delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows:

IF TO THE CITY: IF TO THE CONTRACTOR:

City of Palm Springs RON TURLEY ASSOCIATES
Attn: City Manager/City Clerk Attn: Lisa Baka
3200 E. Tahquitz Canyon Way Title: Controller
Palm Springs, CA 92262 Address: 17437 N 71st Dr
Glendale, AZ 85308
Phone: (760) 323-8204 Phone: 623-581-2447
Fax: (760) 322-8332

8. Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with this Agreement.

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

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

10.Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon 30 days written notice to City.

11.Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting.

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12.Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Attachment “D” (Russian Sanctions Certification), attached hereto and incorporated herein by reference.

Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section.

13.Entire Agreement. This Agreement, along with the Cooperative Agreement, and Terms of Services for RTA SaaS attached in Exhibit “A” constitute the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written between the parties. In the event of conflict or inconsistency between this Agreement, the Cooperative Agreement, or the Terms of Services for RTA SaaS, the terms and conditions in this Agreement shall prevail. [Signature Page Follows]
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SIGNATURE PAGE TO COOPERATIVE PURCHASE OF FLEET MANAGEMENT

INFORMATION SYSTEM SAAS SUBSCRIPTION AGREEMENT

BETWEEN THE CITY OF PALM SPRINGS
AND RON TURLEY ASSOCIATES, INC.

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

CONTRACTOR:
~ By~~
Josh Turley,CE()--__ lisaBaka, Controller
(2nd signature required for Corporation)
Date: June 3 2024 Date: June 3 2024 - ............. = ........... ~------------ CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: N/A Item No. N/A ------~--
APPROVED AS TO FORM: ATTEST:

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By: ___ ...., L_g ........... ,1-111 ..... r;;.-~1-g,.,,.. ___ ---- City Attorney
:PROVED:Cs~.~;f ;,. Date: ----------- City Manager - over $50,000 Deputy/Assistant City Manager- up to $50,000
Director- up to $25,000
Manager- up to $5,000

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4.13.2023

ATTACHMENT A

SCOPE OF WORK
Fleet Management Information System SaaS subscription subject to the terms, conditions, and service levels at https://www.rtafleet.com/terms-of-service-for-rta-saas/ Terms of Services for RTA SaaS
This Hosting Services Agreement for Cloud Hosted RTA Fleet Management Software (“Agreement”) is between Ron Turley Associates, Inc. (“RTA”), 17437 N 71st Drive, Suite 110, Glendale, AZ 85308, and COMPANY, RTA or COMPANY may modify this Agreement from time to time, subject to the terms in Section 10 (Changes to this Agreement).

1. RTA’s Service Provided and COMPANY’s Use of the Service

1. RTA will allow COMPANY to access software provided by RTA through use of an encrypted and password-protected RemoteApp. RTA will provide software, including installation, maintenance, support, and periodic upgrades; and database administration services (dba), including operating system/security (collectively the “Service”).

2. COMPANY is hereby granted a non-exclusive, non-transferable, limited license to access and use the Service subject to the terms and conditions contained in this Agreement.

3. RTA does not review or pre-screen the contents of electronic data uploaded or posted to the Service (“Content”) by the COMPANY, and RTA claims no intellectual property rights with respect to the Content.

4. COMPANY agrees not to reproduce, duplicate, copy, sell, resell, or exploit access to the Service, use of the Service, or any portion of the Service, including, but not limited to the HTML or any visual design elements without the express written permission from RTA.

5. COMPANY agrees not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another website so as to falsely imply that it is associated with the Service, RTA, or any other software or service provided by RTA.

6. COMPANY agrees not to use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, and obscene or in violation of this Agreement.

7. The Service is protected by United States and international copyright laws and treaties, as well as other laws and treaties. Except for the non-exclusive license granted pursuant to this Agreement, COMPANY acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to the Service shall remain solely with RTA.

8. RTA reserves the rights at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with 30 day written notice.

9. RTA reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs, or installation of upgrades, and will endeavor to provide 72-hour notice prior to any such suspension, but no less than 24-hour notice should the repair be an emergency, as detailed in section 8.

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10. COMPANY understands and acknowledges that while the software application is not certified, the data center and network equipment provided by AWS holds multiple certifications, viewable at https://aws.amazon.com/compliance/programs/.

11. RTA will provide access to data backups on an automated, scheduled interval should COMPANY desire to archive a local copy of the data backup files.

Email [email protected] request this additional service option. No additional fee is charged for this optional service.

12. The COMPANY understands and agrees that RTA cannot and does not control the flow of data to or from the network or on other portions of the internet. At times, actions or inactions of third parties may impair or disrupt COMPANY’s connections to the internet or portions thereof.

2. Payment

1. COMPANY will pay within 30 days of receipt of an RTA invoice.

2. Such invoices will begin upon execution of this Agreement with Net 30 terms and will continue on the recurring basis as specified in the pricing proposal following execution of the Agreement. Any payments received after the first day of each calendar month are subject to a late fee equal to one and one-half percent per month, calculated on a daily basis.

3. No refunds or credits will be issued for partial months that COMPANY utilizes the Service. Pro-rated refunds will be paid 60 days after the last day of service.

4. If COMPANY fails to pay any payment due within Thirty (30) days of the received RTA invoice, RTA shall have the right to suspend the COMPANY’s access to the Service or take any other steps necessary to ensure payment.

5. COMPANY may purchase upgrades to the software or service at any time during the term of this Agreement, such as additional vehicle asset licenses, additional user licenses, or software add-on modules. Applicable pricing increase for the upgrades will be applied to the next billing cycle or the following month, whichever is closest.

3. Term of Service

1. If COMPANY should wish to cancel the Agreement, it may do so by providing thirty (30) days’ notice to RTA of intent to cancel and paying all outstanding charges.

2. The Agreement shall be for an initial term of two (2) years, with three (3) optional renewal terms of up to one (1) year at a time subject to mutual cancellation at any time upon thirty (30) day written notice from one party to the other.

3. RTA, in its sole discretion, has the right to suspend or discontinue providing the Service to COMPANY, with 30 days’ written notice, for non-compliance with this Agreement, and pursue any other remedy legally available to it.

4. Upon cancellation or termination of this Agreement, RTA will provide a system backup which will be made available for download by COMPANY.

5. Upon cancellation or termination of this Agreement, all Content associated with such subscription will be irrevocably deleted from the Service after 90 days, and RTA will have no obligations to maintain such Content thereafter.

6. Upon cancellation or termination of the Agreement, RTA will provide the option to purchase the on-premises version of the software and include a system backup upon request within 90 days of the termination notice. Note that the on-premises version of the software does not include all functionality available in the software-as-a-service version.

7. All outstanding balances must be paid in full prior to system backups being delivered to COMPANY.

4. COMPANY Obligations
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1. COMPANY shall designate, in writing, contact information for at least two representatives, including emergency contact information. Such representatives shall be notified via e-mail or phone in the event of any emergency related to the Service such as cyber security breach, data loss, or complete service outage. Any obligation of RTA related to any emergency shall be completed once RTA contacts either of the representatives either by telephone message or by sending an email message to a representative. If COMPANY fails to designate such emergency contacts, RTA shall have no obligation in an emergency.

2. COMPANY shall comply with all reasonable requests of RTA, including, but not limited to, delivering information to RTA such as is necessary to perform the Service. RTA shall not be liable for any failure to deliver the Service that is caused by the failure of COMPANY to comply herewith.

5. Representations of the Parties

1. Each party hereto represents and warrants that as of now, and at all times throughout this Agreement, (1) it is duly organized and has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement; and (2) the performance of its obligations under this Agreement does not violate any laws or regulations and does not breach any agreements with third parties.

6. Warranty and Limitation of Liability

1. RTA warrants that the Services and intellectual property rights provided by RTA or used by RTA to provide the Services do not infringe on the intellectual property rights of any third party in the United States.

2. RTA and its officers, employees and affiliates shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, damage to COMPANY’s equipment, goodwill, use, data or other intangible losses, regardless of whether RTA had notice of the possibility of such damages, resulting from the use of the Service, except in the event of such damages arising out of or relating to the willful or negligent act, or willful or negligent omission of RTA, its officers, employees, agents or affiliates, or a breach of RTA’s warranty in section 6(a), above.

3. Notwithstanding anything to the contrary in this Agreement, RTA shall abide by all of its established security procedures and its online privacy policy, if applicable, in all respects; shall at all times comply with its privacy policy and all applicable laws, rules and regulations, and shall use commercially reasonable efforts to prevent the accidental unauthorized use, copying or disclosure of COMPANY’s personal information. RTA shall maintain reasonable security measures designed to ensure the confidentiality of such personally identifiable data and to protect it from unwarranted, accidental or unauthorized access, disclosure, modification or destruction.

4. RTA will defend, indemnify and hold harmless COMPANY and its affiliates, its respective shareholders, directors, officers, employees, subcontractors, agents and representatives during and after the Term of this Agreement from and against any and all third-party claims, demands, suits, judgments, settlements, losses, liabilities, deficiencies, and expenses of any nature (including reasonable attorneys’ fees) to the extent resulting from, or arising out of RTA’s performance under this Agreement, including, but not limited to, any actual or alleged: (i) negligent acts or omissions to the extent attributable to RTA; (ii) any breach of a third party’s intellectual property rights allegedly to the extent caused by RTA and/or, for additional clarity, any claim that intellectual property rights furnished by RTA infringes on the intellectual property rights of any third party RTA specifically disclaims any duties or obligation to defend, indemnify, or pay for any losses, liabilities, claims, deficiencies, and expenses of any nature (including attorneys’ DocuSign Envelope ID: C62C3BCC-9841-4265-B8A2-C8146D878843 Item 1N - Page 22

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fees) incurred by COMPANY to the extent arising out of COMPANY’s own negligence (including passive or active), nonfeasance, or malfeasance or other breach arising out of this Agreement.

7. Database Access Provisions

1. In consideration for using the SQL Database format of RTA, RTA is offering this section as a Letter of Understanding concerning the DATA and issues that may arise in connection with an open database system. If COMPANY has requested direct access to the database, be it understood that:

2. To provide direct connection to the COMPANY SQL database, making it available for connection from SQL Management Studio, Crystal Reports, or integrating with other SQL-aware applications, RTA must place the database on a SQL database server that is connected to the internet. The SQL server connection string listens on a non-standard port and is protected by standard SQL Server security features. A user account specific to COMPANY will be provided and is used solely to access the database. For additional security, a firewall prevents anonymous entities from connecting to the database server. COMPANY will need to provide RTA with the public IP address(es) from which COMPANY will be connecting to the database so that we may allow the connection.

3. By default, all database connections are read only. If data writer access is requested, COMPANY is restricted from adding new records to the Service Database via an outside application without first consulting with RTA on data integrity and dependency issues.

The Service Data elements have a great deal of dependency between tables that are not inherently evident. These dependencies are not programmed into the database data structures and therefore are not available when adding new records to a file from an outside application (an application other than the RTA Fleet Management System). COMPANY is also cautioned on changing data fields within the Service as many of the fields also carry data dependency rules within the Service that will not be evident or present in the Service Database. For example, when changing an odometer reading in RTA there are certain other fields that may or may not need to be modified based on certain switches in the system. RTA Tech support is not trained to explain these dependencies to users. Only the RTA engineering department is qualified to assist in this area. There may be a charge for their consulting services.

4. COMPANY is hereby notified that if a data element in a table is deemed to be invalid, RTA will use all diligence to determine the nature of the source of the invalidity. If source of the error is determined to be from an outside query operation or user modification to the data, RTA can assist in correcting the data at our standard programming rate.

5. RTA is requesting that write access to the data be limited (e.g., Not available to nontechnical users) to only certain users of the Service.

6. RTA recognizes the value of using database systems to enhance data availability, access, and reporting. RTA Tech support will support the normal database access questions (field definitions, linkage relationships) but cannot assist in writing queries, forms, or other data-access objects and methods without a formal engagement for those services.

7. COMPANY will specify static IP addresses that will be connecting to the RTA database by emailing Company Name and IP address(es) to [email protected]. Connections from all other addresses will be blocked.

8. Service Level Agreement (SLA)

1. Service Scope. The following Services are covered by this section:

1. Staffed telephone support

2. Monitored email support

3. Software monitoring
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4. Data Center monitoring

5. Service Uptime

1. Company Requirements. COMPANY responsibilities and/or requirements in support of this Agreement include:

1. Payment for service-related invoices at the agreed interval.

2. Reasonable availability of COMPANY representative(s) and/or COMPANY IT staff when resolving a service-related incident or request.

3. COMPANY IT staff is responsible for local computers, printers, and local network infrastructure maintenance.

4. COMPANY IT staff is responsible for maintaining a suitable internet connection and communication with applicable Internet Service Providers.

5. COMPANY will notify RTA by email ([email protected]) of changes in staff requiring addition or deletion of server user accounts within 1 business day.

6. COMPANY maintains user accounts and user privileges within the RTA Fleet Management Software.

7. Provide information about hours of operation to assist service administrators in scheduling planned maintenance for minimal disruption to COMPANY.

8. If hours of operation coincide with RTA business hours, work with service administrators to accommodate necessary maintenance during business hours.

2. RTA Requirements. RTA’s responsibilities and/or requirements in support of this Agreement include:

1. Installing, configuring, and maintaining servers and network infrastructure related to the service.

2. Maintaining disk storage related to the service.

3. Appropriate notification to COMPANY for scheduled maintenance which would occur during COMPANY’s normal operating hours (operating hours provided by COMPANY to RTA during initial setup of the service).

4. Appropriate notification to COMPANY for major data or system architecture changes.

5. Install upgrades and updates to the Fleet Management Software.

6. Provide access to downloadable data backups on an automated, scheduled interval should COMPANY desire to archive a local copy of the data backup files.

COMPANY will submit request to service administrators ([email protected]) if access to data backups is desired.

7. Service Commitment. Use commercially reasonable efforts to make the service available with a Monthly Uptime Percentage of at least 99.8%, in each case during any calendar month.
 In the event RTA does not meet the Service Commitment, COMPANY will be eligible to request a Service Credit.
 If the monthly uptime is between 99.5% and 99.79%, COMPANY may request up to 10% of the monthly service charge.
 If the monthly uptime is less than 99.5%, COMPANY may request a credit of 50% of the monthly service charge.
 Ensure that data backups are encrypted using 256-bit Advanced Encryption Standard (AES-256).
 Ensure that 3 copies of data backups are retained for 90 days, then permanently deleted.

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 Ensure that backups are stored in separate physical data center campuses.
 Use commercially reasonable efforts to achieve the following Recovery Point Objective:
 If SQL data needs to be restored as a result of a data entry error or other issue not related to storage media failure, the data can be recovered to any recent point in time within 1 minute of the problem.
 If SQL data needs to be restored as a result of physical storage media failure, the data can be restored with a maximum loss of 15 minutes of data.
 If images, documents, saved reports, data export files, etc. need to be restored, the data can be restored with a maximum loss of 2 hours. If Vision format data needs to be restored, the data can be restored with a maximum loss of 4 hours.
• The Service Commitment does not apply to any unavailability, suspension or termination of service or performance issues: (i) that result from a suspension of the Agreement; (ii) caused by factors outside of RTA’s reasonable control, including any force majeure event or Internet access or related problems beyond the physical point at which the private network of Ron Turley Associates’ data center connects to the public network; (iii) that result from COMPANY equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within RTA’s direct control); (iv) that result from any scheduled maintenance, with at least three days notice provided to COMPANY via email, but no less than one business day in the event the repairs are of an emergency nature; (v) that result from any routine scheduled maintenance outside of COMPANY’s normal business hours; (vi) arising from RTA’s suspension and termination of COMPANY’s right to use the Fleet Management Software service in accordance with the Agreement. If availability is impacted by factors other than those used in RTA’s Monthly Uptime Percentage calculation, then RTA may issue a Service Credit considering such factors at RTA’s discretion. • 4. Service Availability. Coverage parameters specific to the service(s) covered in this Agreement are as follows:

99. Access to the service: 24/7 (99.8% uptime)
100. Telephone support: 5:00 A.M. to 5:00 P.M. Monday – Friday Arizona Time o Calls received out of office hours will be handled on the next business day o Calls received on holidays will be handled on the next business day o Email support: Monitored 5:00 A.M. to 5:00 P.M. Monday – Friday o Emails received outside of office hours handled on the next business day o Software monitoring: Monitored 5:00 A.M. to 5:00 P.M. Monday – Friday o RTA Fleet Management Software records error conditions to a log file when possible. RTA service administrators monitor the logs and perform necessary actions during business hours.
o Data Center monitoring: 24/7
o Server hardware and data center network are monitored with industry standard tools 24/7 by RTA service administrators as well as technicians on duty at the contracted Network Operations Center where RTA servers are located.

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5. Service Requests. In support of services outlined in this Agreement, the RTA will respond to servicerelated incidents and/or requests submitted by the COMPANY within 0-4 hours (during business hours) and provide an incident status to COMPANY staff.

6. Miscellaneous Provisions

1. The Parties shall not assign this Agreement without the express written consent of the other Party, which shall not be unreasonably withheld. Any assignment contrary to this provision will be null and void.

2. Any notice required to be given under this Agreement shall be in writing and may be made either by over-night mail or by electronic mail with return receipt requested. Such notice will be deemed given the following business day regardless of the manner in which it was sent. Notice to COMPANY shall be delivered to the email address for COMPANY’s primary contact on file. Notice to RTA shall be given to the following email address: [email protected].

3. RTA may not use the name of COMPANY in its marketing efforts or any other use of the name of COMPANY without prior written consent from COMPANY.

4. Dispute Discussion. In the event of a dispute between the Parties arising out of this Agreement, representatives of each Party shall meet (either in person or by telephone), within 10 days after receipt of a notice from either Party specifying the nature of the dispute, to review a Party’s claims for the basis of such dispute and attempt to resolve in all such claims. Thereafter, if the Parties are unable to resolve the dispute within such time period, the matter shall be escalated to a Vice President (or a more senior officer) of each party, who will meet, either in person or by telephone, within 15 days of such escalation. If the dispute remains unresolved after such escalation, then the Parties may proceed with all remedies available at law or equity.

5. Severability; Waiver. If any provisions of this Agreement are held to be invalid, illegal, or unenforceable under present or future laws, such provisions will be struck from this Agreement or amended, but only to the extent of their invalidity, illegality, or unenforceability. The parties remain legally bound by the remaining terms of this Agreement, and this Agreement will be deemed reformed in a manner as consistent as reasonably possible with the original intent of the parties as expressed in this Agreement. Failure of either party to enforce any right under this Agreement will not be deemed a waiver of such right and will not constitute a waiver of its future enforcement of such right or any other rights.

6. Integration; Modification. This Agreement expresses the complete and final understanding of the parties with respect to the subject matter hereof, and supersedes all prior communications between the parties, whether written or oral, with respect to the subject matter hereof. No modification of this Agreement will be binding upon the parties hereto, unless in writing and executed by COMPANY and RTA.

7. Headings; Number and Gender. All headings and captions are for convenience only and are of no meaning in the interpretation or effect of this Agreement. Words in the singular include the plural and words in the plural include the singular, according to the requirements of the context. Words importing a gender, or no gender include all genders.

8. The respective rights and obligations of RTA and COMPANY, which by their nature would continue beyond the termination or expiration of this Agreement, including without limitation, the rights and obligations regarding payment, ownership, confidentiality, limitation of liability, indemnification, cybersecurity, and data access and ownership, shall survive the termination or expiration of this Agreement.

DocuSign Envelope ID: C62C3BCC-9841-4265-B8A2-C8146D878843 Item 1N - Page 26

4.13.2023
• Changes to this Agreement

1. RTA or COMPANY may update or modify this Agreement from time to time. Any updates or modifications must be done in writing and mutually executed. If the parties mutually agree to modify this Agreement during the License Term or Subscription Term, the modified version will be effective upon the next renewal of a License Term, Support and Maintenance term, or Subscription Term, as applicable.

2. This Agreement remains valid until superseded by a revised agreement mutually agreed upon by RTA and COMPANY. This Agreement supersedes and replaces any prior agreements, representations, or understandings, whether written, oral, or implied, between RTA and COMPANY regarding the agreement described herein.

DocuSign Envelope ID: C62C3BCC-9841-4265-B8A2-C8146D878843 Item 1N - Page 27

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ATTACHMENT B

QUOTE / PRICING
DocuSign Envelope ID: C62C3BCC-9841-4265-B8A2-C8146D878843 Item 1N - Page 28

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DocuSign Envelope ID: C62C3BCC-9841-4265-B8A2-C8146D878843 Item 1N - Page 29

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DocuSign Envelope ID: C62C3BCC-9841-4265-B8A2-C8146D878843 Item 1N - Page 30
Daniel Martinez
Fleet Ma.intenance Manager
daniel.martinez@pal mspri ngsca.gov
(760}322-8348
Daniel wlth City of Palm Springs.

Prep a red for
C[ty of Palm Springs
3200 E TAHQUITZ CANYON WAY
Palm Springs, CA 92262
United States
RTA has been the premier so wa or tracking and imp ovi ng fleet ma intenance since 7979.
o r software was and contlnues to be, buiilt by fleet pro·fessionals. w have he ped over 3 tOOO fffleets manage their day~to~day operations resulting in milHons of dollars and countless hours of sav1ings.

At RTAwe are the on ly FMIS that can stand behind ***** Customer Support. As fleet professionals we know yo have no g h to worry about, don't adds bpar servke to, that list.

O r cloud connectivity allows flex"b"lity in access and sophisticated integra1tions. Co ntless telematics, fueling systems. and oth r softwares sync w1ith RTA in order to a utoma e yo r processes and increase data quality.

Web liev that th 4 pillars of Fleet Succ ss, Stakeholder Satisfaction, Intentional Culture, Resource Efficiency, and Risk Management, a e keys to the success of yo r fie t operation. These 4 pillars of Fl et Success are xpanded on in our recently published book: The IFleet Success Playbook
o r podcast: The Fleet. Success Show discusses these principle weekly to help yo and your orga i ation c to t ineffici ncies and improve overaU p oductfvity.

4.13.2023
DocuSign Envelope ID: C62C3BCC-9841-4265-B8A2-C8146D878843 Item 1N - Page 31
Once yo 'v eviewed t he proposal, please reach o t to 1me with any q ue t ion a fe I fre to sign if you• ready! W sincerely appreciate the oppor unity to part r w ith City o Pa Im Sp ings on yo r path o fl et succes.-s.

All th b est,
IBen Kr feldt
b krutz [email protected]
Book a meetjn : https://meeting s.hu bspot.com/ben-krut z eldt p
,Quantity
l
400
Fl gm o uti
Pr,oduc:ts & Se:rvic,es,
KS-I Fleet Kickstart
Includes:

White g I ove accou t set up
Data impo t su pport and delivery•
Up to 6 Hours o Virtual lm pleme tation •
Does not include im port of work order history.
• $250 an t1our o r additional dedicated
im p e entat ion, dedicated virtual trai ning , o r
professional services.

RTA Plat inum Tier Saas - Un lim ited Users
TOl AL YEARl
Track your organizat io 's assets, and
UNLI 11 D user logins with o ur Platin m Tier
FM IS software.

RTA MIS Includes:

Prke
$855.00
after 5%
discou t
$36,4 80.00
after s%
discount

4.13.2023
DocuSign Envelope ID: C62C3BCC-9841-4265-B8A2-C8146D878843 Item 1N - Page 32
Quantity
One-t im e subtotal
P oducts & S e:rvices
Ve icle Information I Preventive Maintenance
(PM) Scheduling I Parts Inventory Tracking I
Parts-Kit Functional ity I Purchase Orders I
Work Orders I Repair Histories I Mechanic
Prod ctivity Tracking I RTA Mobile App I
Customizable Dashboards I Over 40+ Reports.

Platinum Tie Benefits:

Motor Pool I Shop Sc eduler I RTA Ins ect I
Annual Fleet Optim izat ion Consu ltation I FR E
Tic et (s) to ITTA Conferences.

Always Included:

RTA echnical Support I Updates &
Enhancements I Sim ultaneous Backups I
Webinar Access I Unlimited Virtual Trai ning
Classes I Embedded Gufded Tours & Tutorials.

Priice
$37,335.00
a~er $1,965.00 discount
Totall $37,335.00
s
Souroewel l 020221-RTA contract
MSRP: S96 · er asset per year (400 assets = 38,400/yr)
• Includes S % d iscount wit h Sourcevvel l
2 Year Proposal with 3% increase in Year 2
YEAR 2 Pirking: S37,574.40
2 Year TOTA L (Implementation Package, Year l Total, and Year 2 Total I: S74,909.40

4.13.2023
DocuSign Envelope ID: C62C3BCC-9841-4265-B8A2-C8146D878843 6/6/2024
Scott Stiles
City Manager
Item 1N - Page 33
Te s& o di ons
By proceeding w ith the acceptance & signing, the ·signe agrees to the p roposed fleet management solution listed a ove, RTA Cloud Hos-ting Ag reement Terms of Service and Service Level A reem ent o n be a~ o City o Palm Springs. Please r,ead these terms carefully p ri or toe-sig n ing this service agr,eem ent.

Pop sa C an
Download

4.13.2023

INSURANCE REQUIREMENTS

ATTACHMENT C
DocuSign Envelope ID: C62C3BCC-9841-4265-B8A2-C8146D878843 Item 1N - Page 34

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INSURANCE

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

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

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

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

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

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

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

4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least DocuSign Envelope ID: C62C3BCC-9841-4265-B8A2-C8146D878843 Item 1N - Page 35

4.13.2023
three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy.

5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City.

6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies.

Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate:

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

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

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

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

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

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

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

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

DocuSign Envelope ID: C62C3BCC-9841-4265-B8A2-C8146D878843 Item 1N - Page 37
DocuSign Envelope ID: C62C3BCC-9841-4265-B8A2-C8146D878843 Item 1N - Page 38

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

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

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

Signature: __ ~-~ ..... _, __ ~--------'-------
Printed Name: Lisa Baka ----------------------
Title: Controller
Firm Name: Ron Turley Associates, Inc.

Date: June 3 2024

4.13.2023

CITY COUNCIL STAFF REPORT
DATE: NOVEMBER 21, 2024 CONSENT CALENDAR
SUBJECT: UPDATING PROCESSES AND PROCEDURES FOR CITY GRANT

MANAGEMENT AND FUNDS DISBURSEMENT
FROM: Scott C. Stiles, City Manager
SUMMARY:

In a continuing effort for the City to be more transparent in its use of City funds, the City Manager and staff have developed a set of grant management and fund disbursement processes and protocols. Staff wishes to share their ongoing recommendations for City Council consideration.

RECOMMENDATION:

Staff recommends Council approve the proposed updated procedures.

BACKGROUND:

Throughout its history, the City of Palm Springs has provided small grants to nonprofit organizations providing services for the betterment of the community and large grants for marquee events. Upon review of current practices and at the request of Council members, the City Manager initiated a review of City policies and has proposed adjustments to the policies to better manage and safeguard taxpayer dollars while continuing to serve Palm Springs residents through community grants and funding.

STAFF ANALYSIS:

The proposed policy changes (Attachment A) serve to increase accountability and create safeguards around the distribution of City funds. The changes do so without creating unnecessary burden on City Staff or applicant organizations. Changes include:
• Eliminating lump sum payments for any funding above $75,000, requiring contracts to either move to a reimbursement-based payment system or split payments up over time
• Requiring semi-annual submission of progress reports and invoices for funding above $75,000
• Strengthening the due diligence process for investigating organizations that have Item 1NN - Page 1
City Council Staff Report
November 21, 2024 -- Page 2
Updating Processes and Procedures for City Grant Management and Funds Disbursement not received funding from the City before
• Requiring organizations receiving over $75,000 to submit an annual independent audit
• Identifying a sponsoring City department and individual point person on City staff assigned to coordinate, oversee, and audit each program/contract. • Establishing training modules for City staff on policies and procedures for grant management and funds distribution
• Updating the City Council annually on how funds are spent and organizations’ impacts on the communities they serve.

These policy recommendations apply to organizations requesting funds directly from the City Council, either during the course of the budget process or raised at a City Council meeting. These policies do not apply to the Small Grants and Sponsorships program, which is administered by staff and has established its own rigorous policies.

ALIGNMENT WITH STRATEGIC PLANNING:

Updating City policies will empower the City Council to better serve residents through City-funded projects, while advancing Palm Springs’ mission to provide excellent, responsive public services that enhance the quality of life for current and future generations.

FISCAL IMPACT:

Policies will change fiscal processes but will not incur any additional expense.

REVIEWED BY:

Assistant City Manager: Teresa Gallavan
City Manager: Scott Stiles
ATTACHMENTS:

A. Processes and Procedures for City Grant Management and Funds Disbursement.

Item 1NN - Page 2

ATTACHMENT A
Item 1NN - Page 3

MEMORANDUM

To: Palm Springs City Council Members
From: Scott Stiles, Palm Springs City Manager
Date: November 18, 2024
Subject: Processes and Procedures for City Grant Management and Funds Disbursement
In an effort for the City of Palm Springs to be more transparent in its use of City funds, my staff has developed a new set of grant management and fund disbursement processes and protocols for the City Council to review. This policy memo identifies seven areas for improvement and provides actionable recommendations to address them.

These policy recommendations apply to any organization requesting funds directly from the City Council, either during the course of the budget process or raised at a City Council meeting.

These policies do not apply to the Small Grants and Sponsorships program, which is administered by staff and has established its own rigorous policies, nor does this policy apply to standard City contracts for goods and services.

I am presenting this proposal and asking that the Council approve these policy changes so that we can collectively agree to strengthen our processes.

Funding Large Projects in Lump Sum
Current Policy: Most funding from the City Council has been distributed in a lump sum.

Proposed Policy: Eliminate lump sum payments for any funding above $75,000. Grants and funding will be paid through reimbursement. The applicant organization is required to prepare an invoice and progress report showing work completed.

If reimbursement will not work for a particular project, the City Manager is authorized to instead split funds into a minimum of 2 payments, with each payment distributed at least 3 months apart. For funds totaling more than $200,000, funds will be split into a minimum of four payments, with each payment distributed at least 3 months apart with the receipt of progress reports and financial documentation.

If cases occur where organizations need emergency funding and they make a request to appeal to funding protocols, the request will be reviewed by the City Manager, Finance Director, and City Attorney.

Item 1NN - Page 4
Achieved through: Approval by the City Council. The Staff Report template and Grant Agreement will be updated to reflect changes.

Regular Reports and Invoices
Current Policy: Most City contracts reserve the right to ask for financials or progress reports at any time in the contract. However, it does not mandate them or establish a timeline for when and how many reports should be received.

Proposed Policy: The City will require progress reports and invoices consistent with the proposed policy regarding Funding Large Projects in Lump Sum. For contracts within the reimbursement program, regular reports and invoices are necessary to receive funding. For contracts in which funds are split over time, the City will not release funds until receipt of required documentation. This will be outlined in the organization’s contract with the City.

Additionally, City staff should maintain documentation on the organization’s disbursement and check approval processes and verify that the disbursement of funds aligns with the reports and invoices received from the organization.

In the event that any internal changes occur within the organization seeking grant funds from the City of Palm Springs, the City must be notified. This includes changes in the organization personnel responsible for grant management; changes to policies or violations, along with corrective actions taken; or any other event affecting the organization’s operations.

Achieved through: Approval by the City Council.

Vetting Process for New Organizations
Current Policy: There is a vetting process for organizations seeking funding through the Small Grants and Sponsorships Program. Grant funding outside the Small Grants and Sponsorship Program, above $75,000, requires City Council approval.

Proposed Policy: Funding recipients must meet minimum eligibility requirements to receive City grant funding. This includes:

1. Be located in the City of Palm Springs or provide services to Palm Springs residents.

2. Meet the definition of a Nonprofit Organization and can provide the organization’s IRS 501(c) tax designation letter.

3. Provide a list of board members (required by the Secretary of State and charitable trust) to confirm legitimacy.

4. Have the ability to provide the organization’s 990 and 990-F federal tax returns, and/or audited financial statements.

5. Include documentation on disbursement and check approval processes.

6. Possess a valid City of Palm Springs Business License, as applicable.

7. Be found in good financial standing with the City of Palm Springs.

8. Be found in good standing from a legal perspective by the City Attorney.

Item 1NN - Page 5

9. Provide a proposal that will benefit those living in the City of Palm Springs.

10. Meet all criteria outlined in the grant application.

11. Compliance with all applicable federal, state, and local laws, statutes, and ordinances, and all lawful orders, rules, and regulations when performing grant-funded services.

12. Grantee shall not discriminate against any employee or applicant per the provisions of the Palm Springs Municipal Code Section 7.09.040.

13. The City should not be the primary source of funding for the organization.

All nonprofit organizations, including those with whom the City has historically partnered, must meet minimum eligibility requirements, be in compliance and in good standing with the following agencies:
● IRS Verified Non-Profit Status
● California Secretary of State Good Standing
● DOJ Registry of Charitable Trusts
● Franchise Tax Board Status
● City Department of Finance
● City Code Enforcement
Achieved through: City Council approval of policy revision.

Independent Audit
Current Policy: The current policy does not require organizations to submit audit documentation to the City.

Proposed Policy: Require organizations receiving over $75,000 to submit an independent audit every year. Most organizations should already be performing an annual audit, so the burden of this requirement is low.

To assist smaller organizations in meeting proper auditing standards, organizations may request to conduct a scaled-down audit focused on internal controls, which will be approved at the Finance Director’s discretion.

Achieved through: City Council approval of policy revision, which is included in the minimum eligibility requirements.

Identifying the Responsible Party on Staff
Current Policy: There has been ambiguity about designating the staff person responsible for overseeing a program or contract.

Proposed Policy: A sponsoring City department and individual point person on City staff will be assigned to coordinate and provide oversight of the grantee and audit the program/project expenses upon receipt. The point person is responsible for writing the staff report, overseeing the program and contract, auditing supporting documentation, and raising any issues with appropriate staff and/or Council Members.

Item 1NN - Page 6
Achieved through: Policy directive from the City Manager to staff.

Staff Training
Current Policy: Training on grants and contracts among City staff is limited and informal.

Proposed Policy: All City staff who, as part of their normal duties, may oversee a program or contract related to grants or sponsorships must be trained on policies and procedures for approving funding and overseeing a contract. This includes best practices, review of the staff report template, due diligence, documentation, disbursement procedures, finance, internal controls, and fraud risk. The City’s Finance Department will be responsible for conducting this training, in coordination with the City Attorney’s office.

Achieved through: Policy directive from City Manager and/or Department Director to staff.

Current Funding Programs over $75,000
Name Funding Program Staff Assigned
Palm Springs
International Film
Festival
$350,000; current
Agreement in place,
expiring June 2028
Annual Film Festival Cindy Cairns
City Manager’s Office
Palm Springs Art
Museum
$300,000 budgeted
this FY
Free Thursday
Evenings Program
Cindy Cairns
City Manager’s Office
Greater Palm Springs
Pride
$125,000 in-kind City
support; current
Agreement in place,
expiring June 2027
Annual Pride Festival
and Parade
Jasmine Waits
Special Events Manager
Desert X $75,000 budgeted this
FY
Desert X Art
Exhibitions in Palm
Springs
Jay Virata
Community Development
Director
# # #
Item 1NN - Page 7

CITY COUNCIL STAFF REPORT
DATE: NOVEMBER 21, 2024 CONSENT CALENDAR
SUBJECT: AUTHORIZE THE PURCHASE OF TURNOUT GEAR IN THE AMOUNT OF $93,408.75 FROM ALLSTAR FIRE EQUIPMENT, INC.

FROM: Scott C. Stiles, City Manager
BY: Fire Department
SUMMARY:

This action will authorize the purchase of 25 sets of turnout gear for the Palm Springs Fire Department from Allstar Fire Equipment, Inc. to replace expired/expiring turnout gear.

RECOMMENDATION:

1. Authorize the purchase of 25 sets of turnout gear for the Palm Springs Fire Department from Allstar Fire Equipment, Inc., pursuant to Sourcewell Cooperative Purchasing Contract 010424-LIO, in the amount of $93,408.75 (Attachment A).

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

BUSINESS PRINCIPAL DISCLOSURE:

The Public Integrity Disclosure from Allstar Fire Equipment, Inc., a California Corporation, is included as Attachment B.

BACKGROUND:

The Palm Springs Fire Department is an all-risk agency that responds to a variety of emergencies daily. Turnout gear is one of the most important tools that firefighters use to protect themselves in the line of duty. Firefighters may be asked to respond to any number of various scenarios; their turnout gear must allow them the flexibility to respond to a vehicle accident, ventilate a roof, or fight a three-alarm blaze.

STAFF ANALYSIS:

National Fire Protection Association (NFPA) 1851 is the standard for the selection, care, and maintenance of protective ensembles for structural and proximity firefighting. As the Item 1O - Page 1
City Council Staff Report
November 21, 2024 -- Page 2
Turnout Gear
name suggests, this standard addresses the care and maintenance of firefighter turnout gear. Turnout gear has a 10-year shelf life, although some firefighters will need to replace their protective equipment sooner, depending on its condition. The Fire Department regularly assesses its turnout gear to determine whether the components need repairs or replacement.

The most important factor in the selection of turnout gear is to match the specific fabric combination and specifications of turnout garments with key department criteria. To provide the maximum amount of protection for the firefighters wearing them, turnout garments must balance the need for thermal protection and reducing the stress that the gear adds.

The Fire Department is transitioning from Morning Pride® brand to Lion's V-Force turnout gear. Lion's V-Force offers better availability and customization, with increased technology across the board with turnout manufacturing. Lion's V-Force is cost effective and meets all Fire Department's needs.

Pursuant to the provisions of the Procurement Ordinance, 7.09.010, the City Council may authorize the purchase of personal protective equipment (PPE) through a joint powers or other cooperative purchasing program. The City's Procurement Department has worked with the Fire Department to review the request and has approved the use of the Sourcewell Cooperative Contract 010424-LIO with Lion First Responder, doing business through its authorized distribution partner, Allstar Fire Equipment, Inc. for this purchase.

ENVIRONMENTAL ASSESSMENT:

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

ALIGNMENT WITH STRATEGIC PLANNING:

Approval of this action supports City Council principle of Forward-Thinking Governance.

FISCAL IMPACT:

Funding has been allocated for these purchases and is available in the current fiscal year in Fire Department accounts 1006000-50035 ($70,056.56) and 4157035-50035 ($23,352.19).

Item 1O - Page 2
City Council Staff Report
November 21, 2024 -- Page 3
Turnout Gear
REVIEWED BY:

Department Director: Paul Alvarado, Fire Chief
Procurement and Contracting Director: Kim Baker
City Manager: Teresa Gallavan for Scott Stiles
ATTACHMENTS:

A. Sales Quote Dated 10/10/2024
B. Business Principal Disclosure
Item 1O - Page 3

ATTACHMENT A

Item 1O - Page 4
Item 1O - Page 5
12328 Lower Azusa Road
Arcadia, California 91006
Phone 626-652-0900 Fax 626-652-0920
To: Palm Springs FD
Attn: Matt Maclean
E-Mail: Matthew Maclean@palmspringsca gov
Per your request, we are pleased to quote on the following.

Qty Unit Description
PSGQ27686-C
25 Ea Lion CVBM-K4 • 7 oz. Natural PBI Max V-Force Bi-Swing Turnout Coat per Palm Springs Spec. (Includes Lettering) Size: TBD
Coat List Price: $5,018.00 Less Sourcewell Discount of 35% Sourcewell (Lion Contract# 010424-LIO) Price: $3,261.70 25 Ea Lion PVFM-K4 - 7 oz. Natural PBI Max V Force Turnout Pant per Palm Springs Spec. Including Suspenders
Size: TBD
Pant list Price: $2,916.00 Less Sourcewell Discount of 35% Sourcewell (lion Contract# 010424-UO) Price: $1,895.40
Terms: Net30
FOB: Destination
Delivery: 75-90 Days ARO
Thalia Reyes
[email protected]

Sales Quote
241010TR4
October 10, 2024
EXPIRES 12 31-24
Price Extension
$2,140.00 $53,500.00
$1,280.00 $32,000.00
Subtotal $85,500.00

9.250% $7,908.75
S&H $0.00
Total $93,408.75

ATTACHMENT B
Item 1O - Page 6
Item 1O - Page 7
Who Must File?

CITY OF PALM SPRINGS

PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTIONS FOR APPLICANTS)
Applicants that are NOT a natural person or group of natural people that will be identified on the application, and seek a City approval determined by a vote of City officials. Examples include corporations, limited liability companies, trusts, etc. that seek a City Council approval, or an approval by one of the City's board or commissions.

Why Must I File?
The City of Palm Springs Public Integrity Ordinance advances transparency in municipal government and assists public officials in avoiding conflicts of interest. The City's Public Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City's interest in ensuring that companies (and other legal entities that are not natural people) doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person, with an beneficial ownership interest of five percent (5%) or more.

When Must I File?
You must file this form with the Office of the City Clerk at the same time when you file your application for a City approval determined by a vote of City officials, whether elected or appointed.
(Revised 09 13 18)

CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTION FOR APPLICANTS)

Item 1O - Page 8
What Must I Disclose?
A. The names of all natural persons who are officers, directors, members, managers, trustees, and other fiduciaries serving trusts or other types of organizations (attorneys, accountants, etc.).

Note: (1) you must make these disclosures in relation to the applicant entity, and also in relation to any related entity that owns a pa,t of, or makes a profit based upon the business of the applicant entity. Disclosures may include parent, subsidiary or affiliated entities of the applicant entity; (2) if any entity that is not a natural person serves the applicant entity (e.g., as a member of an applicant LLC), then all officers, directors, members, managers, trustees, etc., of the second entity must be disclosed).

B. The names of persons owning a beneficial interest of five percent (5%) or more in your entity, Owners/investors who have such an interest hold either investment power or voting power, i.e., they can (i) sell or transfer their interest, or (i) vote their interest in management decisions.

NOTE: USE ADDITIONAL PAGES AS NECESSARY
What if I Have Questions?
If you have any questions about how to complete this form, please contact:

City Attorney, Edward Z. Kotkin (email: [email protected])

PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
(Revised 09 13 18)

CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTION FOR APPLICANTS)

CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

(Revised 09 13 18)

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principle Place of Business)

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

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

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

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity _________________________________________________  Officer  Director  Member  Manager [name]
 General Partner  Limited Partner
 Other ____________________________________
_________________________________________________  Officer  Director  Member  Manager [name]
 General Partner  Limited Partner
 Other ____________________________________
_________________________________________________  Officer  Director  Member  Manager [name]
 General Partner  Limited Partner
 Other ____________________________________
12328 LOWER AZUSA ROAD, ARCADIA, CA 91006

ALLSTAR FIRE EQUIPMENT

CALIFORNIA
JOSEPH A. SPOSATO
GABE E. SAYEGH
JILL A. HOPPER
Item 1O - Page 9
,
-
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✓
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✓
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CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE FORM APPLICANT DISCLOSURE FORM

(Revised 09 13.18)

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

EXAMPLE
JANE DOE
[name of owner/investor]
50%, ABC COMPANY, Inc.
[percentage of beneficial interest in entity
and name of entity]
A.
[name of owner/investor]             [percentage of beneficial interest in entity and name of entity]
B.
[name of owner/investor]              [percentage of beneficial interest in entity and name of entity]
C.
[name of owner/investor]              [percentage of beneficial interest in entity and name of entity]
D.
[name of owner/investor]              [percentage of beneficial interest in entity and name of entity]
E.
[name of owner/investor]        [percentage of beneficial interest in entity and name of entity]
I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signature of Disclosing Party, Printed Name, Title Date JOSEPH A. SPOSATO
GABE E. SAYEGH
JILL A. HOPPER
11/14/24
46%, ALLSTAR FIRE EQUIPMENT

36.5%, ALLSTAR FIRE EQUIPMENT

17.5%, ALLSTAR FIRE EQUIPMENT
JILL A. HOPPER, VICE PRESIDENT
Item 1O - Page 10

CITY COUNCIL STAFF REPORT
DATE: NOVEMBER 21, 2024 CONSENT CALENDAR
SUBJECT: APPROVAL OF PARCEL MAP 38933 FOR WINTEC ENERGY LTD, A CALIFORNIA CORPORATION, FOR PROPERTY LOCATED AT 18510

KAREN ROAD
FROM: Scott C. Stiles, City Manager
BY: Engineering Services Department
SUMMARY:

PA Engineering, Inc., representing Wintec Energy LTD, a California corporation, (the “Developer”), has requested approval of a final map for Tentative Parcel Map 38933 to create a two-lot subdivision at 18510 Karen Road. Approval of a final map for Tentative Parcel Map 38933 is a ministerial action, as required by the Municipal Code and the Subdivision Map Act. All prior discretionary actions have occurred allowing for the City’s ministerial approval of the final map.

RECOMMENDATION:

Adopt Resolution No. _____, “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING FINAL MAP 38933 WITH WINTEC

ENERGY LTD, A CALIFORNIA CORPORATION, FOR PROPERTY LOCATED AT 18510 KAREN ROAD, IN SECTION 15, TOWNSHIP 3 SOUTH, RANGE 4 EAST.” BUSINESS PRINCIPAL DISCLOSURE:

The Public Integrity Disclosure Form from the Developer is included as Attachment A.

BACKGROUND:

At its meeting on October 9th, 2024, the Planning Commission recommended conditional approval of Tentative Parcel Map 38933 (TPM 38933) for the two-lot subdivision of land on a 56.48-acre site located between 18th Avenue and 19th Avenue, east of the intersection of Karen Avenue and 18th Avenue, addressed as 18510 Karen Road.

The expiration date of TPM 38416 is October 9, 2026. However, P A Engineering, Inc., representing the Developer, timely filed a final map for TPM 38416 on October 23, 2024.

Item 1OO - Page 1
City Council Staff Report
November 21, 2024 -- Page 2
PM 38933
Pursuant to state law (California Government Code Section 66452.6 [the “Subdivision Map Act”]), once the filing of a final map has been made to the City Engineer, all subsequent actions associated with the final map may occur after the expiration of the associated Tentative Parcel Map.

STAFF ANALYSIS:

The Developer has submitted all items required by the City Surveyor to consider the final parcel map as approvable. The applicant is currently in the process of obtaining the signatures required of the ownership, City Surveyor, and County Tax Collector on the official mylar set before the final map is to be signed by the City Engineer and City Clerk.

No development is being proposed at this time in relation to the property. As such, there are no associated studies, plans, or permits necessary prior to this map’s approval. The project has been identified as the “Wintec Energy” project. A site map is provided below, a vicinity map is included as Attachment B, and a copy of the final map for PM 38933 is included as Attachment C.

The City Engineer has determined that required conditions of approval associated with TPM 38933 have been satisfied, that Parcel Map 38933 is in substantial conformance with the approved Tentative Parcel Map, and that Parcel Map 38933 is ready for City Council approval.

Item 1OO - Page 2
City Council Staff Report
November 21, 2024 -- Page 3
PM 38933
ENVIRONMENTAL ASSESSMENT:

Pursuant to the California Environmental Quality Act (CEQA) Guidelines, the project is Categorically Exempt under CEQA Section 153015, Class 15 (Minor-Land Divisions) – The site is zoned for industrial use into four (4) or fewer parcels when the division is in conformance with the General Plan and zoning, and no variances or exceptions are required.

ALIGNMENT WITH STRATEGIC PLANNING:

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

FISCAL IMPACT:

Approval of Parcel Map 38933 for the currently vacant 56.48-acre parcel will allow for the two-lot subdivision of the property. Ultimately, upon completion of any future development on either parcel to be created, the City will receive yet to be determined additional property tax revenue, and possibly sales tax revenue depending on the future use. Additional, incremental costs for public service will be incurred over time.

REVIEWED BY:

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

A. Business Principal Disclosure
B. Vicinity Map
C. Parcel Map 38933
D. Resolution
Item 1OO - Page 3
Attachment A
Item 1OO - Page 4
Item 1OO - Page 5

1. Name of Entity

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

2. Address of Entity (Princip e Place of Business)

3. 4. State where Entity is Registered with Secretary of State t,,.,1-vt rt1JJ.~i A
If other than California, is the Entit Yes • No

5. Type of Entity
D Corporation [Btfmited Liability Company D Partnership D Trust D other (please specify)

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity ~ D~"°'~/;. =---))~~"-"-A~(J~/C.~/i-_·~IJl~,/¼~'l)=j.~p;~'&~------ D Officer ~ector D Member D Manager [name]
D General Partner D Limited Partner
D Other ____________ _
- £J-=-iD..,_ .... l)./~'.,f- ~ P,__.Q"--'M'---L---'-"~s~ J.£~-------[B'('.5fficer [9-director • Member • Manager [name]
D General Partner D Limited Partner
D Other ___________ _
_,,,,_]2=tJM~~~6~"ft~;+J6 '---#~~~¼~'()~~~~~~---------[kl-0fficer [1;:l-e;rector D Member D Manager [name]
(Revised 05/16/19}
D General Partner D Limited Partner
• other ____________ _

CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Item 1OO - Page 6

7. Owners/Investors with a 5% beneficial interest in the A licant Entit or a related entit

EXAMPLE

JANE DOE
[name of owner/investor]
A.
1 [name of owner/investor]
B.
' [name of owner/investor]
C.
[name of owner/investor]
[name of owner/investor]
[name of owner/investor]
50%, ABC COMPANY, Inc.
[percentage of beneficial interest in entity
and name of entit
[percentage of beneficial interest in entity
and name of entit ]
[percentage of beneficial interest in entity
and name of entit
J--1 lo
[percentage of beneficial interest in entity
and name of entit ]
[percentage of beneficial interest in entity
and name of entit
LP /rl-Y)/l/P/}'1,.:- JO.Pkr P-/1,tl/. 'O •
~d~~;Vo#P#J &;lvtt t?v"'/t;/,,u-.£4.
[percentage of beneficial interest in entity
and name of entit

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

Signature of Di,cl~si 'HJ ~a!ty, Printed Name, Title
I~~
Date
;=~~~~w l!P ~

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

CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

r-
Attachment B
Item 1OO - Page 7
Item 1OO - Page 8
Department of Planning Services
Vicinity Map
z
..

I
j
r
8 ii!
OL~II_IIO----,-----,
15 .. II
1------f======TIFFANYWAY ;l i----------t
Legend
c:J 500 Ft Radius
~Site
0Parcels

CITY OF PALM SPRINGS
Case # STM 2024-0003
TPM 38933
18th Avenue and Karen Avenue
N
Attachment C
Item 1OO - Page 9
Item 1OO - Page 10

IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA SHEET 1 OF 4 SHEETS

RECORDER'S STATEMENT
PARCEL MAP NO. 38933 FILED THIS ___ DAY OF ____ , 2024, AT ___ .M. IN BOOK __ OF PARCEL MAPS,
AT PAGES __ __, AT THE REQUEST
BEING A SUBDIVISION OF LOT 1 OF TRACT NO. 20335, IN THE CllY OF PALM SPRINGS, COUNlY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 163, PAGES 95 AND 96 OF MAPS, RECORDS OF RIVERSIDE COUNlY.

OF THE CllY CLERK OF THE CllY OF PALM SPRINGS.

NO. _______ _
SITUATED IN SECTION 15, TOWNSHIP 3 SOUTH, RANGE 4 EAST, S.B.B. & M. FEE _______ _ OWNER'S STATEMENT P A ENGINEERING, INC. OCTOBER 2024 PETER ALDANA, COUNlY ASSESSOR - CLERK - RECORDER WE HEREBY STATE THAT WE ARE THE OWNERS OF THE LAND INCLUDED WITHIN THE SUBDIVISION SHOWN HEREON; THAT WE ARE THE ONLY PERSONS WHOSE CONSENT IS NECESSARY TO PASS A CLEAR TITLE TO SAID LAND; THAT WE HEREBY CONSENT TO THE MAKING AND RECORDING OF THIS SUBDIVISION MAP AS SHOWN WITHIN THE DISTINCTIVE BORDER LINE.

WINTEC ENERGY LTD

A CALIFORNIA CORPORATION
BY: --------------
PRINT NAME: FREDERICK W, NOBLE
ITS: CHAIRMAN OF THE BOARD

NOTARY ACKNOWLEDGMENT
A NOTARY PUBLIC OR OTHER OFFICER COMPLETING THIS CERTIFICATE VERIFIES ONLY THE IDENTllY OF THE

INDIVIDUAL WHO SIGNED THE DOCUMENT TO WHICH THIS CERTIFICATE IS ATTACHED, AND NOT THE TRUTHFULNESS, ACCURACY, OR VALIDllY OF THAT DOCUMENT.

STATE OF CALIFORNIA ) SS
COUNlY OF ______ )
ON , 2024, BEFORE ME, _____________ , A NOTARY PUBLIC
PERSONALLY APPEARED _________________________ _

WHO PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE PERSON(S) WHOSE NAME(S) IS/ARE

SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE/SHE/THEY EXECUTED THE SAME IN HIS/HER/THEIR AUTHORIZED CAPACllY(IES), AND THAT BY HIS/HER/THEIR SIGNATURE(S) ON THE INSTRUMENT THE PERSON(S), OR THE ENTllY UPON BEHALF OF WHICH THE PERSON(S) ACTED, EXECUTED THE INSTRUMENT.

I CERTIFY UNDER PENALlY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT.

WITNESS MY HAND AND OFFICIAL SEAL

NOTARY PUBLIC IN AND FOR SAID STATE
(PRINTED NAME)
MY PRINCIPAL PLACE OF BUSINESS IS ______ COUNlY.

MY NOTARY COMMISSION NO. IS ______ _
MY COMMISSION EXPIRES. ______ _

SIGNATURE OMISSIONS
PURSUANT TO SECTION 66436 OF THE SUBDIVISION MAP ACT, THE SIGNATURE(S) OF THE FOLLOWING OWNER(S) OF EASEMENTS AND/OR OTHER INTERESTS HAVE BEEN OMITTED, AS THEIR INTERESTS CANNOT RIPEN INTO FEE:

RANCHO RAMON WATER CO., A CORPORATION, HOLDER OF AN EASEMENT FOR WATER MAINS, PIPES, AND FACILITIES AND INCIDENTAL PURPOSES PER INSTRUMENT NO. 75011, RECORDED OCTOBER 18, 1957 IN BOOK 2165, PAGE 326 OF OFFICIAL RECORDS.

CALIFORNIA ELECTRIC POWER COMPANY, A CORPORATION, HOLDER OF AN EASEMENT FOR PUBLIC UTILITIES AND INCIDENTAL PURPOSES PER INSTRUMENT NO. 61-25244, RECORDED MARCH 24, 1961 OF OFFICIAL RECORDS.

SOUTHERN CALIFORNIA EDISON COMPANY, A CORPORATION, HOLDER OF AN EASEMENT FOR PUBLIC UTILITIES AND INCIDENTAL PURPOSES PER INSTRUMENT NO. 65-137324, RECORDED DECEMBER 7, 1965 OF OFFICIAL RECORDS.

SOUTHERN CALIFORNIA EDISON COMPANY, A CORPORATION, HOLDER OF AN EASEMENT FOR PUBLIC UTILITIES AND INCIDENTAL PURPOSES PER INSTRUMENT NO. 66-122397, RECORDED DECEMBER 27, 1966 OF OFFICIAL RECORDS.

COUNlY OF RIVERSIDE, HOLDER OF AN EASEMENT FOR PUBLIC ROAD AND DRAINAGE PURPOSES INCLUDING PUBLIC UTILITY AND PUBLIC PURPOSES PER INSTRUMENT NO. 1985.242469, RECORDED OCTOBER 28, 1985 OF OFFICIAL RECORDS.

WINTEC ENERGY LTD, A CALIFORNIA CORPORATION AND RALPH W. ENG HOLDER OF AN EASEMENT FOR INGRESS, EGRESS AND UTILITIES BY DEED RECORDED OCTOBER 27, 2009 AS INSTRUMENT NO. 2009.552480 OF OFFICIAL RECORDS.

WINTEC ENERGY, LTD, A CALIFORNIA CORPORATION AND NORTH PALM SPRINGS INVESTMENTS, LLC, A CALIFORNIA LIMITED LIABILllY COMPANY HOLDER OF AN EASEMENT FOR UNDERGROUND POWER TRANSMISSION AND COMMUNICATION EQUIPMENT, INCLUDING LINES, CONDUIT, OPTICAL FIBER, UNDERGROUND CABLES, AND ASSOCIATED ITEMS ("TRANSMISSION EQUIPMENT"} BY DEED RECORDED DECEMBER 23, 2011 AS INSTRUMENT NO. 2011.568719 OF OFFICIAL RECORDS.AND AMENDMENT TO TRANSMISSION EASEMENT AGREEMENT RECORDED MAY 18, 2012 AS INSTRUMENT NO. 2012.231300 OF OFFICIAL RECORDS.

WINTEC ENERGY, LTD., AS LESSOR, AND NORTH PALM SPRINGS INVESTMENTS, LLC, A CALIFORNIA LIMITED LIABILllY COMPANY (TOGETHER WITH ITS PERMITTED SUCCESSORS AND ASSIGNS}, AS LESSEE, HOLDER OF A LEASEHOLD INTEREST DISCLOSED BY MEMORANDUM OF INTERCONNECTION SITE LEASE AGREEMENT RECORDED FEBRUARY 24, 2012 AS INSTRUMENT NO. 2012.81414 OF OFFICIAL RECORDS. AMENDMENT OF MEMORANDUM OF INTERCONNECTION SITE LEASE AGREEMENT RECORDED MAY 18, 2012 AS INSTRUMENT NO. 2012.231298 OF OFFICIAL RECORDS

WINTEC ENERGY LTD, A CALIFORNIA CORPORATION HOLDER OF AN EASEMENT FOR ROAD AND ELECTRICAL TRANSMISSION BY DEED RECORDED FEBRUARY 24, 2012 AS INSTRUMENT NO. 2012.81416 OF OFFICIAL RECORDS.

SOUTHERN CALIFORNIA EDISON COMPANY, A CORPORATION, HOLDER OF AN EASEMENT FOR PUBLIC UTILITIES AND INCIDENTAL PURPOSES PER INSTRUMENT NO. 2012-0387785, RECORDED AUGUST 15, 2012 OF OFFICIAL RECORDS.

VICINITY MAP
N.T.S.

SURVEYOR'S STATEMENT
BY: _____________ _
DEPUlY
SUBDIVISION GUARANTEE BY: FIRST AMERICAN

TITLE COMPANY

THIS MAP WAS PREPARED BY ME OR UNDER MY DIRECT SUPERVISION AND IS BASED UPON A FIELD SURVEY IN

CONFORMANCE WITH THE REQUIREMENTS OF THE SUBDIVISION MAP ACT AND LOCAL ORDINANCE AT THE REQUEST OF WINTEC ENERGY LTD IN OCTOBER OF 2024.

I HEREBY STATE THAT ALL MONUMENTS SHOWN ARE OF THE CHARACTER AND OCCUPY THE POSITIONS INDICATED AND THAT SAID MONUMENTS ARE SUFFICIENT TO ENABLE THE SURVEY TO BE RETRACED. I HEREBY STATE THAT THIS MAP SUBSTANTIALLY CONFORMS TO THE APPROVED OR CONDITIONALLY APPROVED TENT A llVE MAP, IF ANY.

DATED: ______ , 2024

CITY ENGINEER'S STATEMENT
JOSEPH S. HICKS, LS 8353
EXP. DATE: 12/31/2025
12/31/25
NO. 8353
I HEREBY STATE THAT I HAVE EXAMINED THE WITHIN MAP OF TRACT NUMBER 38933 CONSISTING OF FOUR (4) SHEETS; THAT THE SUBDIVISION SHOWN HEREON IS SUBSTANTIALLY THE SAME AS IT APPEARED ON THE TENTATIVE MAP OR ANY APPROVED ALTERATIONS THEREOF; THAT ALL PROVISIONS OF THE SUBDIVISION MAP ACT AND LOCAL ORDINANCES APPLICABLE AT THE TIME OF APPROVAL OF THE TENTATIVE MAP HAVE BEEN COMPLIED WITH.

JOEL MONTALVO
CllY ENGINEER
R.C.E. 62624
EXP. DATE: 6/30/2026
DATED: _______ , 2024.

CITY SURVEYOR'S STATEMENT
I HEREBY STATE THAT I HAVE EXAMINED THE WITHIN MAP OF TRACT NO. 38933 CONSISTING OR FOUR (4) SHEETS; AND THAT IT IS TECHNICALLY CORRECT.

ROBERT C. OLLERTON, P.L.S. 7731
CllY SURVEYOR EXP. DATE: 12/31/2025
DATED: _______ , 2024.

CITY CLERK'S STATEMENT
I, BRENDA PREE, CllY CLERK AND EX-OFFICIO ASSESSOR OF THE CllY COUNCIL OF THE CllY OF PALM SPRINGS, STATE OF CALIFORNIA, HEREBY STATE THAT SAID CllY COUNCIL AT ITS REGULAR MEETING HELD ON THE.__ DAY OF ----~ DULY APPROVED THE WITHIN MAP OF PARCEL MAP NO. 38933

THE TENTATIVE MAP FOR SAID PARCEL MAP WAS APPROVED BY THE PALM SPRINGS CITY PLANNING COMMISSION AT ITS MEETING HELD ON THE__ DAY OF ______ 2024.

BRENDA PREE, MMC, CERA, CllY CLERK AND EX-OFFICIO CLERK OF THE CllY COUNCIL OF THE CllY PALM SPRINGS. CALIFORNIA.

TAX COLLECTOR'S CERTIFICATE

I HEREBY CERTIFY THAT ACCORDING TO THE RECORDS OF THIS OFFICE, AS OF THIS DATE, THERE ARE NO LIENS AGAINST THE PROPERlY SHOWN ON THE WITHIN MAP FOR UNPAID STATE, COUNlY,

MUNICIPAL, OR LOCAL TAXES OR SPECIAL ASSESSMENTS COLLECTED AS TAXES, EXCEPT TAXES OR

SPECIAL ASSESSMENTS COLLECTED AS TAXES, NOW A LIEN, BUT NOT YET PAYABLE, WHICH ARE ESTIMATED TO BE $.'-------
DATED: ______ , 2024.

MATTHEW JENNINGS
COUNlY TAX COLLECTOR

TAX BOND CERTIFICATE
BY: _________ , DEPUlY
I HEREBY CERTIFY THAT A BOND IN THE SUM OF $ _____ HAS BEEN EXECUTED AND FILED WITH THE BOARD OF SUPERVISORS OF THE COUNlY OF RIVERSIDE, CALIFORNIA, CONDITIONED UPON THE PAYMENT OF ALL TAXES, STATE, COUNlY, MUNICIPAL, OR LOCAL, AND ALL SPECIAL ASSESSMENTS COLLECTED AS TAXES, WHICH AT THE TIME OF THE FILING OF THIS MAP WITH THE COUNlY RECORDER ARE A LIEN AGAINST SAID PROPERlY BUT NOT YET PAYABLE AND SAID BOND HAS BEEN DULY APPROVED BY SAID BOARD OF SUPERVISORS.

DATED: ______ , 2024.

MATTHEW JENNINGS BY: _________ , DEPUlY
COUNlY TAX COLLECTOR
Item 1OO - Page 11

IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA SHEET 2 OF 4 SHEETS
N
PARCEL MAP NO. 38933
BEING A SUBDIVISION OF LOT 1 OF TRACT NO. 20335, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 163, PAGES 95 AND 96 OF MAPS, RECORDS OF RIVERSIDE COUNTY.

SITUATED IN SECTION 15, TOWNSHIP 3 SOUTH, RANGE 4 EAST, S.B.B. & M.

P A ENGINEERING, INC. OCTOBER 2024
s
SCALE: 1 "= 200'
H AVENUE ~ N 89'57'08" W 2642.11' [2642.14']
- (660.46') 660.~7' H660.37']_-~-.2 _.-_...L.:..(6_6_o.46') 660.61'[660.7_o_'J ___ _ _ _,,£~ __ 660.56' [660.54'] -®- 660.!2,7' [660.54'] :." w «i
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(N61"41'17"W 14.31')
SEE DETAIL "C", SHEET 3
SEE DETAIL "D", SHEET 4
N45'01'32"E 21.13'
(N45'01 '39"E 21.14')
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-r.. N89"49'02"E (N89"49'06"E) f [N89"59'01"E] 10
AVENUE
1320.27' _j
- -· ®
BASIS OF BEARINGS:

THE BEARINGS SHOWN HEREON ARE BASED ON THE CENTERLINE OF 18th AVENUE, BEING NORTH 89'57'08" WEST PER TRACT MAP NO. 20335, M.B. 163/95 AND 96, OF OF MAPS. ALSO BEING THE NORTH LINE OF THE NW QUARTER OF SECTION 15, T.3S., R.4E., S.B.M.

SURVEYOR'S NOTES:

THIS TRACT MAP CONTAINS 56.447 ACRES, GROSS.

NUMBERED LOTS: 2
LETTERED PRIVATE STREET LOTS: 0
OPEN SPACE LOTS: 0
( ... ) INDICATES RECORD DATA PER
TRACT MAP 20335, M.B. 163/95-96,
UNLESS OTHERWISE NOTED.
[ ... ] INDICATES RECORD DATA PER
RECORD OF SURVEY, R.S. BOOK 131, PAGE 90,
UNLESS OTHERWISE NOTED.
~ INDICATES STREET CENTERLINE
0 INDICATES SET 1" IRON PIPE WITH
PLASTIC PLUG, L.S. 8353, DOWN 0.1 O'

RECORD REFERENCES
R1 - RECORD OF SURVEY, R.S. BOOK 160, PAGE 58.

R2 - RECORD OF SURVEY, R.S. BOOK 131, PAGE 90
R3 - TRACT NO. 20335, MAP BOOK 163, PAGES 95 - 96
R4 - PARCEL MAP NO. 12722, PARCEL MAP BOOK 88,
PAGES 36 - 37
NOTES:

SEE SHEETS 3 AND 4 FOR EASEMENT NOTES.

GRAPHIC SCALE
0 100 200 400 800
1 inch = 200 ft. ( IN FEET )
2640.57' [2641.27']
1 MONUMENT AND BOUNDARY ESTABLISHMENT NOTES:
~FOUND 1-1/2" IRON PIPE W/NO TAG DOWN 0.6' IN ASPHALT PER R2 THROUGH R4, ACCEPTED AS THE NORTHWEST CORNER OF SECTION 15. 0---. FOUND 1-1/4" IRON PIPE W/TAG "LS 5128" FLUSH PER R3 AND R4, S00'23'33"W 0.09' SOUTHERLY OF CENTERLINE OF 18TH AVENUE, HELD FOR LINE. 0---. FOUND 1-1/4" IRON PIPE W/NO TAG FLUSH PER R3 AND R4, ACCEPTED AS THE N 1/16 CORNER OF SECTION 15. ~ FOUND 1-1/4" IRON PIPE W/TAG "LS 5128" FLUSH PER R2 AND R3, N00'24'16"E 0.08' OF THE NE CORNER OF LOT 1, HELD FOR LINE, CORNER ESTABLISHED BY INTERSECTION.
0---. FOUND 1 • IRON PIPE W/PLASTIC PLUG "LS 8010" FLUSH PER R3, N34"15'57"W 0.06' FROM POSITION, CORNER ESTABLISHED BY PRORATION. ~ FOUND 3/4" IRON PIPE W/NAIL AND TAG "PLS 8223" DOWN 0.1' ASPHALT PER R1, ACCEPTED AS THE NORTH 1/4 CORNER OF SECTION 15.

Q)._____ NOTHING FOUND, ESTABLISHED BY PRORATION PER R2. ~ FOUND 1" IRON PIPE W/NAIL AND TAG "PLS 8223" FLUSH IN ASPHALT PER R1, ACCEPTED AS THE CENTER SECTION CORNER OF SECTION 15. ~ FOUND BENT 1-1/4" IRON PIPE NO TAG PER R2 THROUGH R4, MONUMENT IS S63'42'41"E 0.09' OF FROM POSITION, ESTABLISHED BY PRORATION PER R2. 6m
~ FOUND 1-1/4" IRON PIPE W/TAG "LS 5128" FLUSH PER R2 AND R3, MONUMENT IS N55"51'31" 0.12' OF POSITION. (m
~ FOUND 1" IRON PIPE W/NAIL AND TAG "PLS 8223" FLUSH IN DIRT PER RI, ACCEPTED AS THE WEST QUARTER CORNER OF SECTION 15. (12)
-=---. FOUND 3/4" IRON PIPE W/TAG "LS 4152" FLUSH PER R2 THROUGH R4, MONUMENT IS S89'47'10"E 0.05' OF THE E'LY LINE OF LOT 1, HELD FOR THE ORIGINAL CENTERLINE OF BLAIR ROAD. CENTERLINE TERMINUS ESTABLISHED BY IN1 ERSECTION WITH THE E'LY LINE OF LOT 1.

U3)
~ FOUND 1-1/4" IRON PIPE W/TAG "LS 5128" FLUSH PER R2 AND R3, MONUMENT IS N89"58'47"E 0.05' E'LY OF THE E'LY LINE OF LOT 1, HELD FOR LINE, CORNER ESTABLISHED BY INTERSECTION WITH THE E'LY LINE OF LOT 1. (w
~ NOTHING FOUND, ESTABLISHED AT RECORD DISTANCE (1315.33') PER R2 AND R3.

U5)
~ FOUND 1-1/4" IRON PIPE W/TAG "LS 5128" FLUSH PER R2 THROUGH R4. ~ NOTHING FOUND, ESTABLISHED BY INTERSECTION OF THE W'LY PROLONGATION OF THE BLAIR ROAD CEN1ERLINE WITH THE W'LY LINE OF THE NORTHWEST 1/4 OF SECTION

15. (m
~ FOUND 1" IRON PIPE W/PLASTIC PLUG "LS 8010 FLUSH PER R2, MONUMENT IS S68'07'36"E 0.11' OF POSITION, CORNER ESTABLISHED BY PRORATION PER R2.

UB)
~ FOUND 1" IRON PIPE W/PLASTIC PLUG "LS 8010" FLUSH PER R2, N85'53'49"E 0.13' E'LY OF POSITION, CORNER ESTABLISHED BY INTERSECTION.

Item 1OO - Page 12
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IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA PARCEL MAP NO. 38933
SHEET 3 OF 4 SHEETS
N
BEING A SUBDIVISION OF LOT 1 OF TRACT NO. 20335, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 163, PAGES 95 AND 96 OF MAPS, RECORDS OF RIVERSIDE COUNTY.

SITUATED IN SECTION 15, TOWNSHIP 3 SOUTH, RANGE 4 EAST, S.B.B. & M.

P A ENGINEERING, INC. OCTOBER 2024
s
t 1 8 TH AVENUE SCALE: 1 ·= 1 oo·
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[I] 30' RECIPROCAL ACCESS ESMNT.

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RO A D
610.30' f N89"01'47"W
S E E S H E E T N O .

EASEMENT NOTES:

AN EASEMENT FOR WATER MAINS, PIPES, AND FACILmES AND INCIDENTAL PURPOSES PER INSTRUMENT NO. 75011, RECORDED OCTOBER 18, 1957 IN BOOK 2165, PAGE 326 OF OFFICIAL RECORDS IN FAVOR OF RANCHO RAMON WATER CO., A CORPORATION.

AN EASEMENT FOR PUBLIC UTILITIES AND INCIDENTAL PURPOSES PER INSTRUMENT NO. 25244, RECORDED MARCH 24, 1961 OF OFFICIAL RECORDS IN FAVOR OF CALIFORNIA ELECTRIC POWER COMPANY, A CORPORATION.

AN EASEMENT FOR PUBLIC UTILITIES AND INCIDENTAL PURPOSES PER INSTRUMENT NO. 137324, RECORDED DECEMBER 7, 1965 OF OFFICIAL RECORDS IN FAVOR OF SOUTHERN CALIFORNIA EDISON COMPANY, A CORPORATION.

AN EASEMENT FOR PUBLIC UTILITIES AND INCIDENTAL PURPOSES PER INSTRUMENT NO. 122397, RECORDED DECEMBER 27, 1966 OF OFFICIAL RECORDS IN FAVOR OF SOUTHERN CALIFORNIA EDISON COMPANY, A CORPORATION.

THE TERMS, PROVISIONS AND EASEMENT(S) CONTAINED IN THE DOCUMENT ENTITLED "TRANSMISSION EASEMENT AGREEMENT" RECORDED DECEMBER 23, 2011 AS INSTRUMENT NO. 2011-0568719 OF OFFICIAL RECORDS.

DOCUMENT(S) DECLARING MODIFICATIONS THEREOF RECORDED MAY 18, 2012 AS INSTRUMENT NO. 2012 0231300 OF OFFICIAL RECORDS.

THE TERMS, PROVISIONS AND EASEMENT(S) CONTAINED IN THE DOCUMENT ENTITLED "RECIPROCAL EASEMENT" RECORDED OCTOBER 27, 2009 AS INSTRUMENT NO. 2009-0552480 OF OFFICIAL RECORDS.

THE TERMS, PROVISIONS AND EASEMENT(S) CONTAINED IN THE DOCUMENT ENTITLED "MEMORANDUM OF AGREEMENT FOR ROAD AND ELECTRIC TRANSMISSION LINE EASEMENT" RECORDED FlEBRUARY 24, 2012 AS INSTRUMENT NO. 2012-0081416 OF OFFICIAL RECORDS.
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SEE DETAIL "A" SHEET 1
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________ ::::::::::~~::.:::.l.......... :

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\ DETAIL "B"
\ \ 1" = 50'
\ \

13.93'
\ \
\ \
\ \ ,.<:7N61"38'41"W 14.33'
fa7 SmE LEASE AGREEMENT RECORDED FEBRUARY 24, 2012 AS INSTRUMENT NO. 2012.81414 OF OFFICIAL RECORDS. AMENDMENT ~ OF MEMORANDUM OF INTERCONNECTION SITE LEASE AGREEMENT RECORDED MAY 18, 2012 AS INSTRUMENT NO. 2012.231298 OF OFFICIAL RECORDS.
\ \,/(
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[I] SOUTHERN CALIFORNIA EDISON COMPANY, A CORPORATION, HOLDER OF AN EASEMENT FOR PUBLIC UTILITIES AND INCIDENTAL PURPOSES PER INSTRUMENT NO. 2012-0387785, RECORDED AUGUST 15, 2012 OF OFFICIAL RECORDS.

AN EASEMENT FOR PUBLIC ROAD AND DRAINAGE PURPOSES INCLUDING PUBLIC UTILITY AND PUBLIC PURPOSES PER INSTRUMENT NO. 1985.242469, RECORDED OCTOBER 28, 1985 OF OFFICIAL RECORDS IN FAVOR OF THE COUNTY OF RIVERSIDE.(NOTE THIS EASEMENT OCCURS WITHIN THE RIGHT OF WAY OF HALLECK ROAD, 19TH AVENUE, GARNET WASH RD AND KAREN AVENUE.)

GRAPHIC SCALE
100 50 100 200
-- 1~~1--1
1 inch = 1 00 ft. ( IN FEET )
400
I
\i't ------------ ...... -··<//
(
19TH AVENUE
DETAIL "c"
1 • = 50'
Item 1OO - Page 13

IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA PARCEL MAP NO. 38933
BEING A SUBDIVISION OF LOT 1 OF TRACT NO. 20335, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 163, PAGES 95 AND 96 OF MAPS, RECORDS OF RIVERSIDE COUNTY. ' /
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SITUATED IN SECTION 15, TOWNSHIP 3 SOUTH, RANGE 4 EAST, S.B.B. & M.

P A ENGINEERING, INC. OCTOBER 2024

S E E S H E E T

BLAIR ROAD
N89"57'24"W 610.30'
\ \\ \ \ \ ~'\-0
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LINE TABLE
LENGTH
43,00
76,09

14.14 40,00

14.14 66,06
32,97

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BEARING
Noo0 13'35'E
N53°30'01 'E
N08°30'01 'E
N36°26'59'w'
N81 °29'59'w'
N53°30'01 'E
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SCALE: 1 "= 1 oo·
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EASEMENT NOTES: 01. GRAPHIC SCALE
AN EASEMENT FOR WATER MAINS, PIPES, AND FACILITIES AND INCIDENTAL PURPOSES PER INSTRUMENT NO. 75011, RECORDED OCTOBER 18, 1957 IN BOOK 2165, PAGE 326 OF OFFICIAL RECORDS IN FAVOR OF RANCHO RAMON WATER CO., A CORPORATION. 100
~
0 50 100
I I
200 400
I I
AN EASEMENT FOR PUBLIC UTILITIES AND INCIDENTAL PURPOSES PER INSTRUMENT NO. 25244, RECORDED MARCH 24, 1961 OF OFFICIAL RECORDS IN FAVOR OF CALIFORNIA ELECTRIC POWER COMPANY, A CORPORATION. 1 inch = 100 ft. ( IN FEET )
AN EASEMENT FOR PUBLIC UTILITIES AND INCIDENTAL PURPOSES PER INSTRUMENT NO. 137324, RECORDED DECEMBER 7, 1965 OF OFFICIAL RECORDS IN FAVOR OF SOUTHERN CALIFORNIA EDISON COMPANY, A CORPORATION.

AN EASEMENT FOR PUBLIC UTILITIES AND INCIDENTAL PURPOSES PER INSTRUMENT NO. 122397, RECORDED DECEMBER 27, 1966 OF OFFICIAL RECORDS IN FAVOR OF SOUTHERN CALIFORNIA EDISON COMPANY, A CORPORATION.

THE TERMS, PROVISIONS AND EASEMENT{S) CONTAINED IN THE DOCUMENT ENTITLED "TRANSMISSION EASEMENT AGREEMENT" RECORDED DECEMBER 23, 2011 AS INSTRUMENT NO. 2011-0568719 OF OFFICIAL RECORDS.

DOCUMENT(S) DECLARING MODIFICATIONS THEREOF RECORDED MAY 18, 2012 AS INSTRUMENT NO. 2012 0231300 OF OFFICIAL RECORDS.

THE TERMS, PROVISIONS AND EASEMENT{S) CONTAINED IN THE DOCUMENT ENTITLED "RECIPROCAL EASEMENT" RECORDED OCTOBER 27, 2009 AS INSTRUMENT NO. 2009-0552480 OF OFFICIAL RECORDS.

THE TERMS, PROVISIONS AND EASEMENT{S) CONTAINED IN THE DOCUMENT ENTITLED "MEMORANDUM OF AGREEMENT FOR ROAD AND ELECTRIC TRANSMISSION LINE EASEMENT" RECORDED FEBRUARY 24, 2012 AS INSTRUMENT NO. 2012-0081416 OF OFFICIAL RECORDS.
fa7 SITE LEASE AGREEMENT RECORDED FEBRUARY 24, 2012 AS INSTRUMENT NO. 2012.81414 OF OFFICIAL RECORDS. AMENDMENT ~ OF MEMORANDUM OF INTERCONNECTION SITE LEASE AGREEMENT RECORDED MAY 18, 2012 AS INSTRUMENT NO. 2012.231298 OF OFFICIAL RECORDS.
[[j SOUTHERN CALIFORNIA EDISON COMPANY, A CORPORATION, HOLDER OF AN EASEMENT FOR PUBLIC UTILITIES AND INCIDENTAL PURPOSES PER INSTRUMENT NO. 2012-0387785, RECORDED AUGUST 15, 2012 OF OFFICIAL RECORDS.

N45'01 '32"E

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DETAIL "D"
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EASEMENT NOTES (CONTINUED):

AN EASEMENT FOR PUBLIC ROAD AND DRAINAGE PURPOSES INCLUDING PUBLIC UTILllY AND PUBLIC PURPOSES PER INSTRUMENT NO. 1985.242469, RECORDED OCTOBER 28, 1985 OF OFFICIAL RECORDS IN FAVOR OF THE COUNTY OF RIVERSIDE.{NOTE THIS EASEMENT OCCURS WITHIN THE RIGHT OF WAY OF HALLECK ROAD, 19TH AVENUE, GARNET WASH RD AND KAREN AVENUE.)
Attachment D
Item 1OO - Page 14
RESOLUTION NO. _____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

PALM SPRINGS, CALIFORNIA, APPROVING FINAL MAP
38933 WITH WINTEC ENERGY LTD, A CALIFORNIA
CORPORATION, FOR PROPERTY LOCATED AT 18510
KAREN ROAD, IN SECTION 15, TOWNSHIP 3 SOUTH,
RANGE 4 EAST.

WHEREAS, the Planning Commission of the City of Palm Springs, at its meeting of October 9, 2024, recommended conditional approval of Tentative Parcel Map 38933, subject to conditions; and
WHEREAS, the Subdivider has filed with the City a final map for Tentative Parcel Map 38933, identified as Parcel Map 38933, in accordance with Section 66458 of the California Government Code.

THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. Parcel Map 38933 is in substantial conformance with the approved Tentative Parcel Map 38933.

SECTION 2. Parcel Map 38933 is in conformance with the General Plan SECTION 3. Parcel Map 38933 conforms to all requirements of the Subdivision Map Act of the State of California.

SECTION 4. Parcel Map 38933 is hereby approved for purposes therein defined.

ADOPTED THIS 21ST DAY OF NOVEMBER, 2024.

SCOTT C. STILES

CITY MANAGER, CITY OF PALM SPRINGS
ATTEST:

BRENDA PREE

CITY CLERK, CITY OF PALM SPRINGS
Item 1OO - Page 15
Resolution No. _____

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 November 21, 2024, 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

CITY CLERK, CITY OF PALM SPRINGS
Item 1OO - Page 16

CITY COUNCIL STAFF REPORT
DATE: NOVEMBER 21, 2024 CONSENT CALENDAR
SUBJECT: APPROVE AMENDMENT NO. 2 TO AGREEMENT 23P056 WITH OFRS, INC., FOR HOMELESS ENCAMPMENT AND SITE CLEAN-UP SERVICES FROM: Scott C. Stiles, City Manager
BY: David McAbee, Director of Public Works
SUMMARY:

This action will approve Amendment No. 2 to Agreement 23P056 with OFRS, Inc., in the amount of $1,680,000 for a revised contract amount not to exceed $2,880,000 for homeless encampment and site clean-up services; and provide a general fund budget allocation in the amount of $720,000.

RECOMMENDATION:

1. Approve Amendment No. 2 to Agreement No. 23P056 (Attachment A) with OFRS, Inc. to provide homeless encampment and site clean-up services for an additional amount of $1,680,000 for a total revised contract amount not to exceed $2,880,000; and

2. Approval of this action includes an appropriation of $720,000 from the General Fund Balance to Street Maintenance Contractual Services Account 1006515- 40105 in Fiscal Year 2024-2025; and

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

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure form (Attachment B) submitted on February 28, 2023, OFRS, Inc. is registered in the state of California.

BACKGROUND:

Palm Springs has experienced an increase in the homeless population throughout the City in recent years and is working on longer term solutions to assist the homeless population with adequate services and temporary to permanent housing. At any given Item 1P - Page 1
City Council Staff Report
November 21, 2024 -- Page 2
Amend Homeless Encampment & Site Area Clean-up Services Contract time, there are a number of homeless encampments throughout the City that require continual attention. These sites have become a dumping ground for trash and debris, some of which contain both hazardous and biohazardous waste. These sites are located not only in the urban areas of the City but also within drainage ditches and washes, posing a challenge for access and a hazard for those living in these areas should there be a significant rain event.

Public Works along with the Police Department worked with the Procurement and Contracting Department to issue a Request for Proposals (RFP) to find a contractor for the needed services. The RFP was advertised in the local newspaper and published on the PlanetBids website.

On May 25, 2023, City Council approved Agreement 23P056 (Attachment C) with OFRS, Inc., for an initial three-year term for an amount not to exceed $1,200,000. This initial award amount equated to deploying the contractor an estimated 2 days a week.

OFRS, Inc. has been responsible for working respectfully with the homeless population to clean up these various sites on an as-needed basis. The services include remediation, disinfection, debris removal, bagging and tagging personal property for storage, posting and noticing prior to clean-up events, and proper hazardous and biohazardous waste disposal.

On March 14, 2024, the City entered into Amendment No. 1 (Attachment D) to modify the schedule of fees to modify the site cleanup mobilization cost per site charge and establish not-to-exceed costs for equipment use to reduce the monthly cost of services to the City.

STAFF ANALYSIS:

Staff anticipated an increased volume of services required at the start of the contract but anticipated reducing services in the second contract year. That reduction has not been realized and staff has been utilizing OFRS, Inc., services an estimated 4.5 days a week.

This Amendment No. 2 to OFRS, Inc., Agreement 23P056 will provide for an additional $1,680,000, and a revised contract amount not to exceed $2,880,000 through the initial three-year term ending May 31, 2026.

ENVIRONMENTAL ASSESSMENT:

The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested action is to approve contracts for the above-mentioned services, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does Item 1P - Page 2
City Council Staff Report
November 21, 2024 -- Page 3
Amend Homeless Encampment & Site Area Clean-up Services Contract not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.

ALIGNMENT WITH STRATEGIC PLANNING:

Approval of this action supports City Council priority 1A, Quality of Life – Improve Homelessness.

FISCAL IMPACT:

Approval of this action includes an appropriation of $720,000 from General Fund Balance to Street Maintenance Contractual Services Account 1006515-40105 in Fiscal Year 2024- 25, and budgeting of $960,000 in Fiscal Year 2025-26.

REVIEWED BY:

Assistant Director of Maintenance and Facilities: Daniel Martinez Director of Public Works: David McAbee
Director of Finance and Treasurer: Kristopher J. Mooney Director of Procurement and Contracting: Kim Baker
Assistant City Manager: Teresa Gallavan
City Manager: Teresa Gallavan for Scott Stiles
ATTACHMENTS:

A. Amendment No. 2 to Agreement No. 23P056
B. Public Integrity Disclosure
C. Contract Services Agreement No. 23P056
D. Amendment No. 1 to Agreement No. 23P056
Item 1P - Page 3

ATTACHMENT A

Item 1P - Page 4
AMENDMENT NO. 2 TO CONTRACT SERVICES AGREEMENT NO. 23P056

PROVIDE HOMELESS ENCAMPMENT AND SITE CLEAN-UP SERVICES
This Amendment No. 2 to the Contract Services Agreement (23P056), (“Amendment No. 1”), is made and entered into this 21st day of November 2024, by and between the City of Palm Springs, a California charter city and municipal corporation, hereinafter designated as the City, and OFRS, Inc., a California corporation, hereinafter designated as the Contractor.

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

RECITALS
A. City has determined that there is a need for a licensed and qualified contractor to provide the City with on-call homeless encampment and site clean-up services.

B. City issued a Request for Proposals (“RFP”) No. 17-23, seeking sealed bids to provide homeless encampment and site clean-up services, and setting for the terms, conditions, and covenants governing the provision of such services.

C. On May 25, 2023, City Council approved a Contract Services Agreement (23P056) with Contractor to provide homeless encampment and site clean-up services for an amount not to exceed $1,200,000, commencing on June 1, 2023, through May 31, 2026.

D. On March 14, 2024, Parties entered into Amendment No. 1 to modify the Schedule of Fees identified in Exhibit “A” Scope of Services/Work to modify the site Cleanup Mobilization cost per site charge and establish not to exceed costs for equipment use, for an amount not to exceed $1,200,000.

E. Parties desire to modify the Compensation of Contractor to add an additional $1,680,000 to allow the continuation of services at the current level through the contract term for a revised contract amount not to exceed $2,880,000 for the initial contract term commencing on June 1, 2023, through May 31, 2026.

F. Contractor desires to perform said services on the terms and conditions set forth in this Amendment.

In consideration of these promises and mutual obligations, covenants, and conditions, the Parties agree as follows:

AGREEMENT
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SECTION1. The true and correct recitals above are incorporated by this reference herein as the basis for this Amendment No. 2.

SECTION 2. 3.1 Compensation of Contractor. Is hereby replaced in its entirety as follows:
“3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $2,880,000.” SECTION 3. Full Force and Effect. All terms, conditions, and provisions of the Contract Services Agreement 23P056, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment No. 2 and any provisions of the Contract Services Agreement 23P056, the provisions of this Amendment No. 2 shall in all respects govern and control.

SECTION 4. The persons executing this Amendment No. 2 on behalf of the Parties hereto warrant that (I) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and (iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which said Party is bound.

Except as specifically amended by this Amendment No. 2, all terms and provisions of Agreement No. 23P056 remain in full force and effect.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE TO AMENDMENT NO. 2 (23P056) BY AND BETWEEN THE CITY OF PALM SPRINGS AND OFRS, INC.

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

CONTRACTOR:

By:___________________________ By:____________________________________ Signature Signature
(2nd signature required for Corporations)
Date: Date:

CITY OF PALM SPRINGS:

APPROVED CITY COUNCIL:

Date: __11/21/24_____ Item No. N/A
APPROVED AS TO FORM: ATTEST:

By: ___________________________ By:

City Attorney City Clerk
APPROVED:

By: _______________________________ Date:

Department Director
By: _______________________________ Date:

City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
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ATTACHMENT B

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ATTACHMENT “D”

CITY OF PALM SPRINGS

PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTIONS FOR APPLICANTS)
REQUEST FOR PROPOSAL (RFP 17-23)

HOMELESS ENCAMPMENT AND SITE CLEAN-UP SERVICES

THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL (Electronic File #1)
Who Must File?
Applicants that are NOT a natural person or group of natural people that will be identified on the application and seek a City approval determined by a vote of City officials. Examples include corporations, limited liability companies, trusts, etc. that seek a City Council approval, or an approval by one of the City’s board or commissions.

Why Must I File?
The City of Palm Springs Public Integrity Ordinance advances transparency in municipal government and assists public officials in avoiding conflicts of interest. The City’s Public Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City’s interest in ensuring that companies (and other legal entities that are not natural people) doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person, with an ownership interest worth two thousand dollars ($2,000) or more, who has a material financial relationship with any elected or appointed voting City official, or with the City Manager or City Attorney.

Note: A material financial relationship is a relationship between someone who is an owner/investor in the applicant entity and a voting official (or the City Manager or City Attorney), which relationship includes any of the following:
(1) the owner/investor and the official have done business together during the year prior to the application;
(2) the official has earned income from the owner/investor during the year prior to the filing of the application;
(3) the owner/investor has given the official gifts worth fifty dollars ($50) or more during the year prior to the filing of the application; or
(4) the official might reasonably be anticipated to gain or lose money or a thing of value, based upon the owner/investor’s interest in the applicant entity, in relation to the application’s outcome.

When Must I File?
You must file this form with the Office of the City Clerk at the same time when you file your application for a City approval determined by a vote of City officials, whether elected or appointed.

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What Must I Disclose?
A. The names of all natural persons who are officers, directors, members, managers, trustees, and other fiduciaries serving trusts or other types of organizations (attorneys, accountants, etc.).

Note: (1) only trusts or other organizations that are not the fiduciaries, (2) if a second entity that is not a natural person serves the applicant entity (e.g., as a member of an applicant LLC), then all officers, directors, members, managers, trustees, etc., of the second entity must be disclosed).

B. The names of persons owning an interest with a value of two thousand dollars ($2,000) or more who have a material financial relationship with an elected or appointed City official who will vote on the applicant’s application, or with the City Manager or City Attorney.

What if I Have Questions?

PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
*There are some additional supplementary instructions with an example following the form should you need further clarification.

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PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principal Place of Business)

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

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

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

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust, or other entity
________________________  Officer  Director  Member  Manager [name]  General Partner  Limited Partner
Other ___________________________
_______________________________  Officer  Director  Member  Manager [name]  General Partner  Limited Partner
 Other __________________________
________________________________  Officer  Director  Member  Manager [name]  General Partner  Limited Partner
 Other __________________________
OFRS, Inc.
1875 Freeman Ave, Signal Hill, CA 90755
Same as above
California
X
Charles Anzalone x
Randy Balik x
Taylor Marshall x
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I l
-
~
-
-
-
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7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity

EXAMPLE

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

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

Signature of Disclosing Party, Printed Name, Title Date Charles Anzalone 53.5%, OFRS, Inc.

Randy Balik 20%, OFRS, Inc.

Taylor Marshall 18.4%, OFRS, Inc.

Brad Newton 8.1%, OFRS, Inc.

Charles Anzalone - President
2/23/23
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City of Palm Springs, CA.

Business Disclosure Supplementary Instructions
In an effort to ensure we capture the required business entity information in accordance with the attached instructions, we provide you these supplementary instructions to clearly identify the required information, and the format the information should be provided.

If you, as the applicant, are a business entity (i.e. a corporation or limited liability company), and it is also comprised of other business entities as its members or having a financial interest, all other such business entities must also be disclosed, including those entities other business entities, if any.

Ultimately, the City’s disclosure document (attached) requires a listing identifying all natural persons having any financial interest over 5% of the business entities (and any other business entities comprising your business entity).

As an example, Applicant is: Acme Brothers, Inc., a California corporation, whose officers are:

John Doe, Jill Doe, and Jay Doe, which is owned 50% by Acme Brothers, LLC, a California limited liability company, and John Doe (25% interest) and Jill Doe (25% interest). Acme Brothers, LLC, is managed by Acme Brothers 2, Inc., a California corporation, whose officers are: George Doe, Bill Doe, and Jane Doe, which is owned 100% by Acme Brothers 2, LLC, a California limited liability company, which is managed by George Doe, with George Doe and Jane Doe having 50% interest each.

The full business entity disclosure in this example would resemble the following:

1. Acme Brothers, Inc., a California corporation
a. Officers: John Doe, Jill Doe, and Jay Doe
b. Ownership:
i. 50% Acme Brothers, LLC, a California limited liability company ii. 25% John Doe
iii. 25% Jill Doe

2. Acme Brothers, LLC, a California limited liability company a. Managers: Acme Brothers 2, Inc., a California corporation b. Ownership: 100% Acme Brothers 2, Inc., a California corporation

3. Acme Brothers 2, Inc., a California corporation
a. Officers: George Doe, Bill Doe, and Jane Doe
b. Ownership: 100% Acme Brothers 2, LLC, a California limited liability company

4. Acme Brothers 2, LLC, a California limited liability company a. Managers: George Doe
b. Ownership:
i. 50%
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ATTACHMENT C

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CONTRACT SERVICES AGREEMENT 23P056

HOMELESS ENCAMPMENT AND SITE AREA CLEAN-UP SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on June 1, 2023, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and OFRS, INC., a California corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”.

RECITALS
A. City requires the services of a licensed and qualified contractor to provide the City with on-call homeless encampment and site clean-up services. (“Project”).

B. Contractor has submitted to City a proposal to provide on-call homeless encampment and site area clean-up services, to City under the terms of this Agreement.

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

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

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

AGREEMENT

1. CONTRACTOR SERVICES

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

1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement.









 


  






 



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

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

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

3. COMPENSATION OF CONTRACTOR

3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $1,200,000.00.

3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice.

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

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

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








 


  






 



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4. PERFORMANCE SCHEDULE

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

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

4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of three years, commencing on issuance of Notice to Proceed, unless extended by mutual written agreement of the parties.

4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action.

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









 


  






 



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5. COORDINATION OF WORK

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

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

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

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

5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel 








 


  






 



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without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor.

Name: Title:

Charles Anzalone President

5.6 California Labor Code Requirements.

A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).

B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements.

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

7. INDEMNIFICATION.

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








 


  






 



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including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final.

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

8. RECORDS AND REPORTS

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

8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.

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









 


  






 



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8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer.

8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder.

9. ENFORCEMENT OF AGREEMENT

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

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

9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties.

Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.

9.3 Waiver. No delay or omission in the exercise of any right or remedy of a nondefaulting Party on any default shall impair such right or remedy or be construed as a waiver.

No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement.

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








 


  






 



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

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

10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement.

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

10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to nondiscrimination in city contracting.

11. MISCELLANEOUS PROVISIONS

11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in 








 


  






 



Item 1P - Page 22
55575.18100\41356334.1
Revised 2.9.22 Page 9 of 22
writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing.

To City: City of Palm Springs
Attention: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Contractor: OFRS, INC.

Attention: Charles Anzalone
1875 Freeman Avenue
Signal Hill, CA 90755

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

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

11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties.

11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees.

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

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

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








 


  






 



Item 1P - Page 23
55575.18100\41356334.1
Revised 2.9.22 Page 10 of 22

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

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









 


  






 



Item 1P - Page 24
55575.18100\41356334.1
Revised 2.9.22 Page 11 of 22

SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND OFRS, INC.

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

CONTRACTOR:

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

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _______________ Item No. __________
APPROVED AS TO FORM: ATTEST:

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

By: _______________________________ Date:

City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000









 


 
  


 









 



Item 1P - Page 25
~ DocuSigned by:
~~~
r-:DocuSigned by:
~ ~!}:~t:~
r-:DocuSigned by:
:;99~~~~
55575.18100\41356334.1
Revised 2.9.22 Page 12 of 22
EXHIBIT “A”

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









 


  






 



Item 1P - Page 26
55575.18100\41356334.1
Revised 2.9.22 Page 13 of 22

1.1 Scope:

A. The Contractor shall furnish all labor, tools, materials, protective clothing/gear, and equipment to provide turnkey clean-up of homeless encampments and various illegal dump sites for a safe and clean site by removing, transporting and disposing of biohazardous material and other encampment and waste materials. Such services shall be performed in accordance with written policies adopted by the Palm Springs Police Department, as such policies may be amended from time to time. Contractor has, concurrently with its execution of this Agreement, been provided a copy of such policies, as they exist at such time. The City shall provide any updates or amendments to Contractor, if and when such policies are updated or amended.

B. The services to be performed are on an on-call basis but would be scheduled with advanced notice. Contractor shall perform work in a timely and efficient manner and in a courteous and business-like manner at all times.

C. As directed by the City, Contractor shall provide turnkey homeless encampment or various site cleanup for a safe and clean site by removing biohazardous material and other encampment waste material.

D. Sites may contain a variety of materials that contain hazardous materials, including biohazardous materials, garbage, general debris, human waste, constructed temporary shelter, and other items associated with homeless occupancy or illegal dumping. Cleanup duties shall include surveying sites, collecting debris, dismantling temporary structures, removal of trash, removal of human waste, and State approved handling and removal of all material. Disposal shall be at a site permitted to accept such materials.

E. Sites will be identified individually. The City will make an effort, when possible, to cluster several sites. Sites include under structures (e.g., bridges), open area, vegetated ground cover, in City right-of-way, abandoned structures (e.g., houses, sheds, outbuildings), and scrap material and/or tent type shelter. Site locations may occasionally require confined space entry cleanup. Property may be public or privately owned.

F. The Contractor will get approval from the City prior to the removal of any vegetation and/or alteration of the land. Contractor shall coordinate with the City to receive a list of camp locations for removal and establish a start date. Contractor will provide estimated timeframe of the work, staging areas, traffic control, if required, and the name and contact number of the onsite representative.

G. Some camps may be difficult to access and therefore it may not be possible for trucks and other vehicles to park close to the job site. In those situations, the Contractor will have to carry the debris out. If cleanup can’t be done without the use of vehicles, the Contractor will need to coordinate traffic, protect employees, passerby, and infrastructure that could be damaged.

H. Work may have to be performed in inclement weather. Jobsites can be in heavy foliage, poison oak, steep embankments, neat train tracks, by drainage areas or washes and other areas requiring alertness to the environment and planning to prevent injury or illness. Contractor will perform a hazard assessment and provide all training and supplies necessary to provide for a safe operation.

I. Contractor shall provide and make available in association with proposal, all Injury and Illness Prevention Program (IIPP) documents and processes. 








 


  






 



Item 1P - Page 27
55575.18100\41356334.1
Revised 2.9.22 Page 14 of 22
J. Contractor shall provide a Project Manager to perform supervision and management of crews and sub-contractors and ensure all necessary safety procedures are followed. This individual will serve as the City’s contact.

K. Contractor shall follow best practices work procedures to safely manage any hazardous materials found on the jobsite, including urine, feces, personal hygiene items, syringes, and other materials which could pose a health threat. Contractor shall properly handle and dispose of solid waste and hazardous waste in accordance with all applicable laws.

L. All site work performed by Contractor at project sites shall be in accordance and will meet all applicable OSHA safety standards. Contractor shall provide its own safety equipment/personal protective equipment (PPE). Contractor shall provide appropriate training to all maintenance personnel and be current and compliant for all regulations and standards.

M. Contractor shall have personnel trained and compliant in Confined Space and Permit Required Confined Space entry. Training and certification shall meet OSHA standard 29 CFR 1910.146.

N. Contractor shall clean, disinfect, decontaminate and sterilize City facilities, encampments, structures and contaminated items and spaces.

O. Contractor shall provide pest control services as needed.

P. If a site is found to be occupied, the Police Department can be called to clear the site. Clean-up crews should avoid cleaning the site if it is actively occupied unless otherwise authorized by the City. Contractor shall notify the City’s designated representative in the event an adjacent homeless encampment is discovered in the general area during the course of a project to obtain authorization prior to proceeding with any additional work that was not identified in the original scope of work.

Q. The Contractor must have a safety program and appropriate training/licensing in place to perform the services.

R. Contractor shall photograph the encampment site before and after cleaning and provide an electronic copy of each photograph to the City. Contractor shall notify the City when the work is complete and provide a cleanup report for each site, including total weight of debris removed.

S. Persons ordered from camps are told to take possessions of importance with them. If they are arrested and leave behind valuable/usable items that must be stored by the City for 90-days. Contractor shall provide bags and tags and identify and tag certain items as "personal property". Such items include but are not limited to items in good repair such as tents, backpacks, medication, eyeglasses, books, jewelry, stoves, audio equipment, toiletries, personal records, handbags, personal photographs, duffel bags, bedrolls, blankets, watches, and clean clothing. The Contractor will transport identified property for storage to a site designated by City as directed by City Staff. Guidelines for the proper identification and classification of personal property may be found in Attachment A-1 to this Scope of Work. In addition, the City will provide training and written instructions as required for the Contractor to help identify, sort, tag, and catalogue what will be retained as personal property.

Contractor will also be responsible for posting notice at each cleanup indicating contact information for reclaiming personal property unless otherwise directed by the City.









 


  






 



Item 1P - Page 28
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T. Under most circumstances, the Police Department will have already confiscated weapons and illegal contraband, however if firearms or other dangerous weapons are located and determined to be a threat to the safety of those on scene, the Contractor will stop work immediately, contact the Police Department, and wait for the assigned unit to arrive to process evidence /crime scene.

U. From time-to-time Contractor may be asked to attend a Homeless Task Force Meeting coordinated by City and may be attended by multiple agencies and special interest organizations.

1.2 Compensation:

Work will be compensated on a unit price or lumpsum basis depending on the task authorized. Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope. The Contractor may request monthly payments based on the percentage of work completed for the previous month as long as a detailed progress report is provided to support the amount requested. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City. More specifically costs will be compensated as follows:

1. Site Cleanup Mobilization: Single mobilization for each site, with only one payment per site regardless of how many days a single cleanup may require, to include all pre-site work setup up times, site travel times, planning, and other tasks to get the site ready to perform cleanup.

2. Site Cleanup Mobilization Daily: Daily mobilization for each site, to include all pre-site work setup up times, site travel times, planning, and other tasks to get the site ready to perform cleanup.

3. Site Cleanup Labor: Includes prevailing wage labor and equipment necessary to perform all site cleanup operations.

4. Biohazard Technician: Includes prevailing wage labor, containment of biohazardous waste, transient debris or any litter that poses health and safety risk, removal of contaminated contents, personal protective equipment, consumable supplies, administrative fees, and photo documentation.

5. Biohazard Material Disposal: Containment, transportation, and disposal of biohazard material per 40-gallon containment unit.

6. Non-biohazard Material Disposal: Containment, transportation, and disposal of nonbiohazard material off site based on weight.

7. Hazardous waste (non-biohazard) Material Disposal: Containment, transportation, and disposal of hazardous waste (non-biohazard) materials off site based on weight.

8. Equipment, Materials, and Subcontractors: equipment, materials, and approved subcontractors will be reimbursed at cost plus the markup provided on the pricing form. Receipts or proof of cost will be required for payment.

1.3 Good Faith Hiring Efforts.

Contractor shall exercise good faith efforts to hire individuals who are, or were previously, homeless, as well as good faith efforts to hire residents of the Coachella Valley; provided however, that such individuals are found by Contractor to be qualified to perform such work.









 


  






 



Item 1P - Page 29
55575.18100\41356334.1
Revised 2.9.22 Page 16 of 22
Attachment A-1
Examples of items to take to storage: The following are examples of items that could be considered personal property and will be stored:

ID/Social Security cards
Medications
Birth Certificates
Tents
Pots & Pans
Radios & Electronics
Photos/Photo Albums
Tax/medical records
Intact Bicycles
Jewelry
Purses/backpacks/briefcases
Eyeglasses
Books
Tools
Stoves & Generators
Examples of items that are trash or pose a threat to public health or safety and will not be stored: The following are examples of conditions that will cause on item (including those examples listed above) to be immediately disposed of:

Excessively Dirty or Soiled: items that smell, are stained with urine, bodily waste, or mud, or are infested with fleas, bed bugs, rats or other vectors Perishable: open food or personal products that will spoil or rot in storage Contaminated: items used for hygiene or that present a risk of biohazard (i.e. used toothbrushes, hairbrushes, washcloths, bandages, sponges, and underwear) Hazardous or Explosive: items that could corrode or burn in storage (i.e. car batteries, gasoline cans, and propane tanks)
Broken or Disassembled: items that are broken, damaged, or stripped of parts (i.e. electronics stripped for copper, flat tires, torn up clothes) Weapons: weapons will be turned over to the Police Department Obvious Trash: Food/beverage wrappers, tissue/paper napkins, open household product containers
All medications and controlled substances will be turned over to the Police Department for storage









 


  






 



Item 1P - Page 30
55575.18100\41356334.1
Revised 2.9.22 Page 17 of 22









 


  






 



Item 1P - Page 31
ITEM
1 2
3 4
5 6,
1 a
A.TTACHMENT "F" - !REVISED PER ADDEINDUM NO ... 2
COST PiROPOSAL
REiQUEST FOR PROPOSAL (RFP 1l-23t
IHO:MELIESS IEN:CAMPMENT AND SlmE CiLEAN..l!.JP SERVICES THIS FORM MUST BE COMPLETIEID AND SUHMIITTIED IN SEPARAllE ELECllRONIC PILE #2 Co.st Proposa· ", NOT wiitlh Eleotmnic Fi e #1, T eohnicallWod. Proposal") DESCRIPTION Unit of Measure Rate
Site Cleanup Mobilization Site $200
Site Oleanu\P Mobclization Danly Day $200
Site Oleanu:p Labor Hour $1125
B iohazard Technician Hour $125
B iohazard Material Disposal 40 Gal Ion Container $90
Non-Btohazard Material Disposal Ton $98
Hazardous waste (not11-biotumud) 55, Gal]on Containel!" M'ateri a] Disposal $225
Marlwp on Eiquipment, Materials, and Percentage
S uboontraotors• 114%
*Note: Equipmen ,. Materials, and Subcontraotors used v.~11 be paid at cost plus ttie aDowable mark.up shown in Item 8, above.. Receipts or pr:oof of oosI are required for payment.

Cerlified by: __ C_h_arl_es_ Arrz. __ a_o_n_e_-_P_re_si_·d_ern_, t_, _O_R_R_S_, l_n_c _______ _ Firm Name:'---__ O_FI_R_S..;_, l_n_c. ________________ _ Signature of Aulhorizecl Person: - ~----4-$,<i'-~- -n-4, _________ _ Printed Name: ___ G_ha. _ rte_s_An_ za_· _lon_._e ____________ _ Tille: ___ P_re_s·_d_en_t. ___________________ _
Date: ___ ~_2_412_· _3 ___________________ _
55575.18100\41356334.1
Revised 2.9.22 Page 18 of 22
EXHIBIT “B”

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









 


  






 



Item 1P - Page 32
55575.18100\41356334.1
Revised 2.9.22 Page 19 of 22

INSURANCE

1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement.

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

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

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

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

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

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

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

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








 


  






 



Item 1P - Page 33
55575.18100\41356334.1
Revised 2.9.22 Page 20 of 22
contribution it may have against City, its elected officials, officers, employees, agents, and volunteers.

4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy.

5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City.

6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies.

Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate:

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

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

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









 


  






 



Item 1P - Page 34
55575.18100\41356334.1
Revised 2.9.22 Page 21 of 22
D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers.

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

All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter.

Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them.

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

Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions.

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









 


  






 



Item 1P - Page 35
55575.18100\41356334.1
Revised 2.9.22 Page 22 of 22
EXHIBIT “C”
EXECUTIVE ORDER N-6-22 CERTIFICATION
Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect.

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

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

Signature:

Printed Name:

Title:

Firm Name:

Date:









 


 







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Item 1P - Page 36
_ c=~~ FE5C481FB7F142E... ----------------









 


  






 



Item 1P - Page 37
\..,11 I UJ:1 raLlVl ~rKll~\.is BUSINESS LICENSE
3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 323-8289 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY.

BUSINESS NUMBER: 20028433 EXPIRATION TAX/ADMIN. FEE
BUSINESS TYPE: CONTRACTOR-ENVIRONMENTAL CONSTRUCTION 03/3 I /2024 S204.00 0\\'NER NAME: CHARLES ANZALONE

RANDY BALIK
BUSINESS NAME: ORFS INC BUSINESS ADDRESS: 1875 FREEMAN AVE SIGNAL I-IILL, CA 90755

ORFS INC
1875 FREEMAN A VE
SIGNAL HILL. CA 90755

ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE
LICENSEE TO OPERATE OR MAINTAIN A BUSINESS IN VIOLATION OF ANV OTHER LAW OR ORDINANCE.

THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY
NOR OF THE APPLICANT'S QUALIFICATIONS.

MUST BE POSTED IN A CONSPICUOUS PLACE
03/15/2023
B2 Insurance Services
1426 Aviation Blvd, Suite 203
Redondo Beach, CA 90278
License #: 0I22551
Nica LLorin
(424)286-9400 (424)888-7660
[email protected]
00004723-2870174 319
OFRS Inc.
1875 Freeman Ave, Unit A
Signal Hill, CA 90755
Nautilus Insurance Company
A Y Y ECP 2023045-15 X 07/01/2022 07/01/2023
X
X
1,000,000
100,000
10,000
1,000,000
2,000,000
2,000,000
Progressive Insurance Company
B Y Y 062487425 07/01/2022 07/01/2023
X
X
XX
1,000,000
1,000,000
Deductible 2500
Nautilus Insurance Company
A Y Y FFX202304715 X X 07/01/2022 07/01/2023
X NONE
10,000,000
10,000,000
Great Divide Insurance Company 25224
C Y WCA2023054-15 07/01/2022 07/01/2023
Y
X
1,000,000
1,000,000
1,000,000
Nautilus Insurance Company
A Y Y ECP 2023045-15 Professional Liab. 07/01/2022 07/01/2023 Per Claim/Agg $1M/$2M Nautilus Insurance Company
A Y Y ECP 2023045-15 Pollution Liability 07/01/2022 07/01/2023 Per Claim/Agg $1M/$2M The City of Palm Springs, its officials, employees, and agents are named as an additional insured. This insurance is primary and non-contributory over any insurance or self-insurance the City may have.Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named.

City of Palm Springs
3200 E.Tahquitz Canyon Way,
Palm Springs, CA 92262
(NLL)
Printed by NLL on 03/15/2023 at 02:23PM

ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?

INSR ADDL SUBR

LTR INSD WVD

DATE (MM/DD/YYYY)

PRODUCER CONTACT
NAME:

PHONE FAX
(A/C, No, Ext): (A/C, No):

E-MAIL
ADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS

AUTOMOBILE LIABILITY

UMBRELLA LIAB

EXCESS LIAB

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $
DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $
PRO- POLICY LOC JECT PRODUCTS - COMP/OP AGG $
OTHER: $
COMBINED SINGLE LIMIT $ (Ea accident)
ANY AUTO BODILY INJURY (Per person) $
OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) $
OCCUR EACH OCCURRENCE $
CLAIMS-MADE AGGREGATE $
DED RETENTION $ $
PER OTHSTATUTE ER
E.L. EACH ACCIDENT $
E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ INSURER(S) AFFORDING COVERAGE NAIC #

COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

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.

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).

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE HOLDER CANCELLATION
© 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD

CERTIFICATE OF LIABILITY INSURANCE









 


  






 



Item 1P - Page 38
ACORD® ~ I
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ECP 1246 01 21 Includes copyrighted material of Insurance Services Office, Inc., used with its permission. Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED -- OWNERS, LESSEES OR CONTRACTORS
AUTOMATIC STATUS – ONGOING OPERATIONS – COVERAGE A, B, D.1 & D.4 Policy Number Policy Effective Date Policy Expiration Date Endorsement Effective Date
ECP2023045-15 7/1/2022 7/1/2023 7/1/2022
This endorsement modifies insurance provided under the following:

ENVIRONMENTAL COMBINED POLICY
I. SECTION III – WHO IS AN INSURED is amended to include as an additional insured:

1. Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement, in effect during this policy period, that such person or organization be added as an additional insured on this policy; and

2. Any other person or organization you are explicitly required to add as an additional insured under the contract or agreement described in Paragraph 1. above.

Such contract or agreement must be executed and in effect prior to the performance of your work which is the subject of such contract or agreement.

Such person(s) or organization(s) is an additional insured only with respect to liability for bodily injury or property damage under SECTION I – COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Coverage D.1 – Contractors Pollution Legal Liability and Coverage D.4 – Microbial Substance Contractors Pollution Liability, or personal injury or advertising injury under SECTION I - COVERAGE B – PERSONAL AND ADVERTISING INJURY LIABILITY directly caused by:
a. Your acts or omissions; or
b. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured described in Paragraph 1. or 2. above.

However, the insurance afforded to such additional insured described above:
a. Only applies to the extent permitted by law; and
b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured, and
c. Will not extend beyond that which is provided to you in this policy.

A person’s or organization’s status as an additional insured under this endorsement ends when your operations for the person or organization described in Paragraph 1. above are completed.

II. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply:

This insurance does not apply to:
a. Bodily injury, property damage or personal and advertising injury arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including:
(1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities.

This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the occurrence which caused the bodily injury or property damage, or the offense which caused the personal and advertising injury, involved the rendering of, or the failure to render any professional architectural, engineering or surveying services. b. Bodily injury or property damage occurring after:
(1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or









 


  






 



Item 1P - Page 39
ECP 1246 01 21 Includes copyrighted material of Insurance Services Office, Inc., used with its permission. Page 2 of 2 (2) That portion of your work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project.

III. With respect to the insurance afforded to these additional insureds, the following is added to SECTION V – LIMITS OF INSURANCE:

The most we will pay on behalf of the additional insured is the amount of insurance:

1. Required by the contract or agreement described in Paragraph I.1.; or

2. Available under the applicable limits of insurance;
whichever is less.

This endorsement shall not increase the applicable limits of insurance.

IV. With respect to the insurance afforded to these additional insureds, the following is added to SECTION VI – REPORTING, DEFENSE, SETTLEMENT & COOPERATION:

1. Duties -- Additional Insured
An additional insured must see to it that:
a. We are notified in writing as soon as practicable of an occurrence or offense which may result in a claim or suit;
b. We receive written notice of a claim or suit as soon as practicable; and c. A request for defense and indemnity of the claim or suit will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured, if the contract or agreement requires that this coverage be primary and noncontributory.

V. SECTION VII – CONDITION 10. – Other Insurance is amended by the addition of the following which supersedes any provision to the contrary:

Primary And Noncontributory Insurance
This insurance is primary to and will not seek contribution from any other insurance available to a person(s) or organization(s) included as an additional insured under this endorsement provided that:

1. The additional insured person(s) or organization(s) is a Named Insured under such other insurance; and

2. You have agreed in writing in a contract or agreement, in effect during this policy period, that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured person(s) or organization(s). Such contract or agreement must be executed and in effect prior to the performance of your work which is the subject of such contract or agreement.

However, this provision does not apply if the other insurance available to the person(s) or organization(s) included as an additional insured is Owners and Contractors Protective Liability, Railroad Protective Liability, or similar projectspecific, primary insurance.

VI. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a SCHEDULE of additional insureds, and which endorsement applies to that designated additional insured.

ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. 








 


  






 



Item 1P - Page 40
ECP 1248 01 21 Includes copyrighted material of Insurance Services Office, Inc., used with its permission. Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED -- OWNERS, LESSEES OR CONTRACTORS
AUTOMATIC STATUS – COMPLETED OPERATIONS – COVERAGE A, D.1 & D.4 Policy Number Policy Effective Date Policy Expiration Date Endorsement Effective Date
ECP2023045-15 7/1/2022 7/1/2023 7/1/2022
This endorsement modifies insurance provided under the following:

ENVIRONMENTAL COMBINED POLICY
I. SECTION III – WHO IS AN INSURED is amended to include as an additional insured:

1. Any person or organization for whom you have performed operations when you and such person or organization have agreed in writing in a contract or agreement, in effect during this policy period, that such person or organization be added as an additional insured on this policy; and

2. Any other person or organization you are explicitly required to add as an additional insured under the contract or agreement described in Paragraph 1. above.

Such contract or agreement must be executed and in effect prior to the performance of your work included in the products-completed operations hazard which is the subject of such contract or agreement.

Such person(s) or organization(s) is an additional insured only with respect to liability for bodily injury or property damage under SECTION I – COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Coverage D.1 – Contractors Pollution Legal Liability and Coverage D.4 – Microbial Substance Contractors Pollution Liability, directly caused by your work performed for the additional insured described in Paragraph 1. or 2. above, and included in the products-completed operations hazard.

However, the insurance afforded to such additional insured described above:
a. Only applies to the extent permitted by law; and
b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured; and
c. Will not extend beyond that which is provided to you in this policy.

II. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply:

This insurance does not apply to:
a. Bodily injury or property damage arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including:
(1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities.

This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the occurrence which caused the bodily injury or property damage involved the rendering of, or the failure to render any professional architectural, engineering or surveying services.

III. With respect to the insurance afforded to these additional insureds, the following is added to SECTION V – LIMITS OF INSURANCE:

The most we will pay on behalf of the additional insured is the amount of insurance:

1. Required by the contract or agreement described in Paragraph I.1.; or

2. Available under the applicable limits of insurance;
whichever is less.

This endorsement shall not increase the applicable limits of insurance.

IV. With respect to the insurance afforded to these additional insureds, the following is added to SECTION VI – 








 


  






 



Item 1P - Page 41
ECP 1248 01 21 Includes copyrighted material of Insurance Services Office, Inc., used with its permission. Page 2 of 2 REPORTING, DEFENSE, SETTLEMENT & COOPERATION:

1. Duties -- Additional Insured
An additional insured must see to it that:
a. We are notified in writing as soon as practicable of an occurrence which may result in a claim or suit; b. We receive written notice of a claim or suit as soon as practicable; and c. A request for defense and indemnity of the claim or suit will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured, if the contract or agreement requires that this coverage be primary and noncontributory.

V. SECTION VII – CONDITION 10. – Other Insurance is amended by the addition of the following which supersedes any provision to the contrary:

Primary And Noncontributory Insurance
This insurance is primary to and will not seek contribution from any other insurance available to a person(s) or organization(s) included as an additional insured under this endorsement provided that:

1. The additional insured person(s) or organization(s) is a Named Insured under such other insurance; and

2. You have agreed in writing in a contract or agreement, in effect during this policy period, that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured person(s) or organization(s). Such contract or agreement must be executed and in effect prior to the performance of your work included in the products-completed operations hazard which is the subject of such contract or agreement.

However, this provision does not apply if the other insurance available to the person(s) or organization(s) included as an additional insured is Owners and Contractors Protective Liability, Railroad Protective Liability, or similar projectspecific, primary insurance.

VI. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a SCHEDULE of additional insureds, and which endorsement applies to that designated additional insured.

ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. 








 


  






 



Item 1P - Page 42
ECP 1260 01 21 Includes copyrighted material of Insurance Services Office, Inc., used with its permission. Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF SUBROGATION
(TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US)
AUTOMATIC STATUS – COVERAGE A, B & D
Policy Number Policy Effective Date Policy Expiration Date Endorsement Effective Date
ECP2023045-15 7/1/2022 7/1/2023 7/1/2022
This endorsement modifies insurance provided under the following:

ENVIRONMENTAL COMBINED POLICY
I. The following is added to Paragraph 17. Subrogation of SECTION VII – CONDITIONS:

We waive any right of recovery against any person(s) or organization(s) because of payments we make under COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY, COVERAGE B – PERSONAL AND ADVERTISING INJURY LIABILITY, and COVERAGE D – CONTRACTORS POLLUTION LIABILITY under this policy.

Such waiver by us applies only if:

1. The insured has agreed in writing in a contract or agreement with such person(s) or organization(s) to waive its right of recovery; and

2. The insured has waived its right of recovery against such person(s) or organization(s) prior to loss.

This waiver does not apply in any jurisdiction where such waiver is held to be illegal or against public policy or in any situation where the person(s) or organization(s) against whom subrogation is to be waived is found to be solely negligent.

This endorsement does not apply to any person(s) or organization(s) designated in a SCHEDULE of person(s) or organization(s) against whom rights of recovery have been waived.

ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. 








 


  






 



Item 1P - Page 43









 


  






 



Item 1P - Page 44

WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 04 84

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS

ENDORSEMENT - CALIFORNIA
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be 0.00% of the California workers' compensation premium otherwise due on such remuneration.

Schedule
Person or Organization
Any person or organization as required in writing by contract or agreement prior to loss.

This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy) Endorsement Effective
07/01/2022
Insured
OFRS, Inc.

Insurance Company:

Policy No.

WCA2023054 15
Countersigned
by
Endorsement No.

Premium
Great Divide Insurance Company
WC 04 03 06 04 84 1998 by the Workers' Compensation Insurance Rating Bureau of California.

All rights reserved. From the WCIRB's California Workers' Compensation Insurance Forms Manual 2001.

ATTACHMENT D
Item 1P - Page 45
AMENDMENT #1 TO CONTRACT SERVICES AGREEMENT NO. 23P056

PROVIDE HOMELESS ENCAMPMENT AND SITE CLEAN-UP SERVICES
This Amendment No. 1 to the Contract Services Agreement (23P056), (“Amendment No. 1”), is made and entered into this _____ day of _____________, 2024, by and between the City of Palm Springs, a California charter city and municipal corporation, hereinafter designated as the City, and OFRS, Inc., a California corporation, hereinafter designated as the Contractor. City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”.

RECITALS
A. City has determined that there is a need for a licensed and qualified contractor to provide the City with on-call homeless encampment and site clean-up services.

B. City issued a Request for Proposals (“RFP”) No. 17-23, seeking sealed bids to provide homeless encampment and site clean-up services, and setting for the terms, conditions, and covenants governing the provision of such services.

C. On May 25, 2023, City Council approved a Contract Services Agreement (23P056) with Contractor to provide homeless encampment and site clean-up services.

D. Parties desire to modify the Schedule of Fees identified in Exhibit “A” Scope of Services/Work to modify the site Cleanup Mobilization cost per site charge, and establish not to exceed costs for equipment use.

E. Contractor desires to perform said services on the terms and conditions set forth in this Amendment.

In consideration of these promises and mutual obligations, covenants, and conditions, the Parties agree as follows:

AGREEMENT
SECTION1. The true and correct recitals above are incorporated by this reference herein as the basis for this Amendment No. 1.

SECTION 2. Exhibit “A” Contractor’s Scope of Services/Work including, Schedule of Fees and Schedule of Performance Cost Proposal is hereby replaced in its entirety by Attachment A.

DocuSign Envelope ID: 14803357-1E54-45A3-97DB-18DDD6400F17 14th March
Item 1P - Page 46
SECTION 3. Full Force and Effect. All terms, conditions, and provisions of the Contract Services Agreement 23P056, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment No. 1 and any provisions of the Contract Services Agreement 23P056, the provisions of this Amendment No. 1 shall in all respects govern and control.

SECTION 4. The persons executing this Amendment No. 1 on behalf of the Parties hereto warrant that (I) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said Party is bound.

Except as specifically amended by this Amendment No. 1, all terms and provisions of Agreement No. 23P056 remain in full force and effect.
[SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: 14803357-1E54-45A3-97DB-18DDD6400F17 Item 1P - Page 47
SIGNATURE PAGE TO AMENDMENT NO. 1 (23P056) BY AND BETWEEN THE CITY OF PALM SPRINGS AND OFRS, INC.

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

CONTRACTOR:

By:___________________________ By:____________________________________ Signature Signature
(2nd signature required for Corporations)
Date: Date:

CITY OF PALM SPRINGS:

APPROVED CITY COUNCIL:

Date: __N/A_____ Item No. N/A
APPROVED AS TO FORM: ATTEST:

By: ___________________________ By:

City Attorney City Clerk
APPROVED:

By: _______________________________ Date:

City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
3/12/24 3/12/24
DocuSign Envelope ID: 14803357-1E54-45A3-97DB-18DDD6400F17 3/14/2024
Item 1P - Page 48
~ DocuSigned by:
3C~~~
lnDocuSigned by:
~:if};t~:~

ATTACHMENT A
DocuSign Envelope ID: 14803357-1E54-45A3-97DB-18DDD6400F17 Item 1P - Page 49

COST PROPOSAL
REQUEST FOR PROPOSAL (RFP 17-23)

HOMELESS ENCAMPMENT AND SITE CLEAN-UP SERVICES
ITEM DESCRIPTION Unit of Measure Rate
1 Site Cleanup Mobilization*
(not to exceed 5 site charges per day)
Site $200
2 Site Cleanup Mobilization Daily Day $200
3 Site Cleanup Labor Hour $125
4 Biohazard Technician Hour $125
5 Biohazard Material Disposal 40 Gallon Container $90
6 Non-Biohazard Material Disposal Ton $98
7 Hazardous waste (non-biohazard)
Material Disposal
55 Gallon Container $225
8 Markup on Equipment**, Materials,
and Subcontractors***
Percentage 14%
*Note: Site Cleanup Mobilization per Site shall be charged at a rate of $200 per site, unless the next site mobilization is within 1 mile, then no additional mobilization shall be charged.

Further, daily site mobilizations shall be capped at no more than five (5) site charges per day.
**Note: Equipment shall be charged in accordance with the preferred customer rate sheet, if equipment rate is not defined equipment will be charged at cost plus the allowable markup shown in Item 8 above.
***Note: Equipment, Materials, and Subcontractors used will be paid at cost plus the allowable markup shown in Item 8 above. Receipts or proof of cost are required for payment.

DocuSign Envelope ID: 14803357-1E54-45A3-97DB-18DDD6400F17 Item 1P - Page 50
Equipment (Fuel included in rates) Day Fueled Rate Unit Monthly Fueled Rate Track Excavator- "Small" - less than 20,000 lbs. $810.00 Day $12,150.00 Track Excavator - "Medium" - 20,000 - 49,999 lbs. $1,300.00 Day $19,500.00 Track Excavator- "Large" - 50,000 - 79,999 lbs. $1,685.00 Day $25,275.00 Track Excavator - "Extra Large" - 80,000 - 120,000 lbs. $2,300.00 Day $34,500.00 Breaker or Shear attachment - smaller machine $700.00 Day $10,500.00 Breaker or Shear attachment - larger machine $1,100.00 Day $16,500.00 Loader - under 4 cu yard $1,140.00 Day $17,100.00
Loader - 4 - 5.5 cu yard $1,450.00 Day $21,750.00
2,500 Gal Water Truck $550.00 Day $8,250.00
4,000 Gal Water Truck $750.00 Day $11,250.00
Backhoe - JD 310 $700.00 Day $10,500.00
Backhoe - JD 410 $900.00 Day $13,500.00
Backhoe - JD 710 $1,200.00 Day $18,000.00
Hydraulic Breaker Attachment-Backhoe $250.00 Day $3,750.00 Compaction Wheel Attachment $350.00 Day $5,250.00
Skid Steer - wheel $570.00 Day $8,550.00
Skid Steer - tracked $645.00 Day $9,675.00
Skid Steer Grapple Bucket $175.00 Day $2,625.00
Dump Truck - 6 yard $350.00 Day $5,250.00
Flat Bed Tool/Work Truck $195.00 Day $2,925.00
Stakebed Truck $300.00 Day $4,500.00
Stakebed Dump Truck $340.00 Day $5,100.00
Dump Trailer $200.00 Day $3,000.00
Pick-up Truck / Field Truck $195.00 Day $2,925.00
Project Support Van $195.00 Day $2,925.00
Utility Vehicle/Golf Cart $100.00 Day $1,500.00
Roll-off truck (bobtail) $420.00 Day $6,300.00
20-yard bin $25.00 Day $375.00
40-yard bin $30.00 Day $450.00
Bin liner $65.00 Each
Street Sweeper (up to 4 hours, portal-to-portal) $875.00 Site Visit Walk Behind Saw Cutter $245.00 Day $3,675.00
Vibratory Plate $175.00 Day $2,625.00
60 Lb. Jack Hammer $125.00 Day $1,875.00
Hand Held Saw Cutter $175.00 Day $2,625.00
Elevation Laser $150.00 Day $2,250.00
Air Compressor w/ attachments/hose $400.00 Day $6,000.00 Gas Generator $35.00 Day $525.00
Water Trailer (Water Buffalo, 550 gallon) $125.00 Day $1,875.00 Roto Hammer $20.00 Day $300.00
Circular Saw $20.00 Day $300.00
Air Quality Meters (per meter) Rate Monthly Rate
PID/VOC Meter $175.00 Day $2,625.00
FID Meter $225.00 Day $3,375.00
4 Gas Meter-H2S/CO/CH4 $200.00 Day $3,000.00
Dust Meter $150.00 Day $2,250.00
Notes
2023 Preferred Customer Rate Sheet (PALM SPRINGS)
DocuSign Envelope ID: 14803357-1E54-45A3-97DB-18DDD6400F17 Item 1P - Page 51
~~ CFRS
Demolltlon, Remediation
& Environmental Services

CITY COUNCIL STAFF REPORT
DATE: NOVEMBER 21, 2024 CONSENT CALENDAR
SUBJECT: APPROVE COOPERATIVE PURCHASE AGREEMENT NO. 24C282 FOR

AN AERIAL DETECT AND AVOID RADAR SYSTEM FOR THE POLICE
DEPARTMENT’S DRONE AND COUNTER DRONE PROGRAM
FROM: Scott C. Stiles, City Manager
BY: Andrew Mills, Palm Springs Police Department
SUMMARY:

Staff is recommending City Council approve a cooperative purchase agreement for the purchase of drone radar technology with Advexure, LLC. The proposed drone radar system will enhance the capabilities of the Palm Springs Police Department's unmanned aerial vehicle (UAV) program by providing real-time situational awareness and improving public safety.

The total cost of the system for a three-year period is $581,750, which will be funded by the Board of State and Community Corrections (BSCC) grant. The proposed system will be fully compliant with all applicable FAA and FCC regulations.

RECOMMENDATION:

1. Approve Cooperative Purchase Agreement No. 24C282 (Attachment A) with Advexure, LLC for a three-year term in an amount not to exceed $581,750 beginning November 15, 2024 through November 14, 2027, with two one-year extension options, to implement radar technology to detect local aircraft during drone operations.

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

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure forms submitted on July 1, 2024, Advexure is a Limited Liability Corporation registered in the states of Wisconsin and California. (Attachment B).

Item 1Q - Page 1
City Council Staff Report
November 21, 2024 -- Page 2
Approval of Drone Radar System Cooperative Purchase Agreement STAFF ANALYSIS:

The Palm Springs Police Department (PSPD) proposes strategic enhancement funded by a recent $4.5 million grant award that was accepted by City Council in November of 2023. The acquisition of drone radar technology will provide the Palm Springs Police Department with several key benefits.

Enhanced Situational Awareness and Public Safety: Real-time drone radar data will significantly enhance situational awareness for public safety drone pilots. By providing precise information about local aircraft in the airspace, the radar system will enable pilots to operate their drones safely and responsibly. This advanced technology will serve as a crucial tool for detecting and avoiding potential collisions, making the airspace safer for both manned and unmanned aircraft.

Furthermore, the radar system will play a vital role in public safety by detecting and mitigating threats posed by rogue drones. Whether during accidents, disasters, or criminal activities, the radar can identify unauthorized drones and alert authorities to potential risks. By monitoring restricted airspace, the system will help prevent unauthorized drone flights that could disrupt airport operations and compromise community safety.

Staff is utilizing Sourcewell Cooperative Contract NO. 01123-ADX with Advexure, LLC, to obtain these needed goods and services as allowed by the City’s Procurement Policies under Title 7.09.010 of the Municipal Code. The contract offers a cost-effective solution for acquiring and maintaining the drone radar system.

ENVIRONMENTAL ASSESSMENT:

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

ALIGNMENT WITH STRATEGIC PLANNING:

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

FISCAL IMPACT:

The total cost of the drone radar system for a three-year period is $581,750, which will be funded entirely by the BSCC grant. This includes the cost of hardware, software, licensing, and support services. The investment is expected to yield significant benefits in terms of improved public safety and operational efficiency.

Item 1Q - Page 2
City Council Staff Report
November 21, 2024 -- Page 3
Approval of Drone Radar System Cooperative Purchase Agreement REVIEWED BY:

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

A. Sourcewell Cooperative Purchase Agreement 24C282
B. Public Integrity Disclosure Form
C. Radar Images and Proposed Installation Locations
Item 1Q - Page 3

ATTACHMENT A

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COOPERATIVE PURCHASE AGREEMENT NO. 24C282
360 RADAR SYSTEMS AND ASSOCIATED SERVICES
This Cooperative Purchase of 360 Radar Systems and Associated Services Agreement (“Agreement”) is entered into by and between the City of Palm Springs, a California charter city and municipal corporation (“City”) and Advexure LLC, a Wisconsin Limited Liability Company (“Contractor”). City and Contractor are sometimes individually referred to as “Party” or collectively as “Parties” in this Agreement.

1. Background.
a. This Agreement is made and entered into in reference to the competitively solicited SOURCEWELL Contract No.011223-ADX with Contractor (“Cooperative Agreement”).
b. The City desires to utilize the equipment and associated services for the Palm Springs Police Department (PSPD)attached hereto as Attachment “A”, the content of which is incorporated by reference to this Agreement as if fully set out here in its entirety.
a. Contractor desires to perform said services on the terms and conditions set forth in this Agreement.

2. Term. The term of this Agreement is 3 years, commencing on November 15, 2024, and ending on November 14, 2027. The parties may mutually extend the term of this Agreement for up to two additional one-year periods. (“Option Period(s)”)

3. Compensation and Payment. This Agreement is for an amount not to exceed $581,750, subject to approved amendments and changes. All pricing must be in accordance with the attached Quote, as shown as Attachment “B”, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety.

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

5. Insurance. Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Attachment "C", incorporated herein by reference. If no insurance is required Attachment “C” will reflect that there are no requirements.

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6. Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final.

7. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed, or hand delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows:

To City:

City of Palm Springs
Attention: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Contractor:

ADVEXURE LLC
Attention: Travis Waibel
9281 Irvine Boulevard
Irvine, CA 92618
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8. Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with this Agreement.

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

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

10. Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon 30 days written notice to City.

11. Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not Item 1Q - Page 7

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incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting.

12. Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Attachment “D” (Russian Sanctions Certification), attached hereto and incorporated herein by reference.

Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section.

13. Entire Agreement. This Agreement, along with the Cooperative Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written between the parties. In the event of conflict or inconsistency between this Agreement and the Cooperative Agreement, this terms and conditions in this Agreement shall prevail.
[Signature Page Follows]
Item 1Q - Page 8

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SIGNATURE PAGE TO COOPERATIVE PURCHASE OF 360 RADAR SYSTEMS

AND ASSOCIATED SERVICES AGREEMENT

BETWEEN THE CITY OF PALM SPRINGS

AND ADVEXURE LLC
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.

CONTRACTOR:

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

APPROVED BY CITY COUNCIL:

Date: 11/14/24 Item No. ________
APPROVED AS TO FORM: ATTEST:

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

By: _____________________________ Date: ____________________________ City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
Item 1Q - Page 9

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ATTACHMENT A

SCOPE OF WORK
Item 1Q - Page 10
MatrixSpace Radar

AIRSPACE SAFETY
& SITUATIONAL AWARENESS
MATRIXSPACE RADAR ···
;,;. •·~ - .. r-,.:., (_..,.@.
. ~ -~

PREPARED FOR
Palm Springs Police Department
Lt. William Hutchinson

PREPARED BY
Advexure Unmanned Systems
Travis Waibel, President
a0vexure

4.13.2023
Item 1Q - Page 11
Advexure Unmanned Systems
Advexure LLC
9281 Irvine Blvd
Irvine. CA 92618
(855) 625-2055

PALM SPRINGS POLICE DEPARTMENT
MatrixSpace Radar for Airspace Safety & Situational Awareness September 19. 2024

OVERVIEW
This proposal outlines a three (3)-year agreement that will encompass the placement of twelve (12) MatrixSpace rMS'1360 Radar systems at pre-designated locations throughout the City of Palm Springs ("City''). The agreement will be between Advexure LLC and the City of Palm Springs and is being purchased in accordance with the cooperative purchasing contract that Advexure holds. contract #011223-ADX. The scope of the project includes all necessary software. hardware, and support required to operate and maintain the system for the three (3}-year term. MS will handle the installation of all purchased systems.

The City will be responsible for renting the necessary locations. as well as installing permanent base structures and utilities. except where otherwise noted. MS will provide the required brackets and mounting components for the installations.

Throughout the agreement MS will offer ongoing maintenance and support including 24-hour assistance. baseline software upgrades. bug fixes. and any necessary system adjustments. In the event that any hardware or components fail during the agreement period. MS will replace them at no additional cost if deemed necessary.

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ATTACHMENT B

QUOTE / PRICING

Item 1Q - Page 12

PRODUCTS & SERVICES
Section 1: MS Radar Systems

PRODUCT
MS 360 Radar System
Discount 61%
Each MS 360 Radar System consists of:

UNIT PRICE
$ 107.000
$ (65,334)

NET PRICE
AMOUNT
$1,284.000
$ (784.000)
S 500.000
0 One (1) Radar Hub enclosure with Edge Compute. network. and power distribution 0 One (1) Timing Distribution Module with GPSDO receiver+ Antenna clock buffer and 1 0Mhz/1 PPS distribution
D Four (4) MS01100 Radars. Fans. Mounting Brackets and power supply/USS/Ethernet adaptor
0 One (1) Mechanical Assembly consisting of mechanical pole mounting bracket radar arms. center base plate and all cables
0 One (1) metric and SAE toolkit
D One (1) year warranty
D Three (3) year software license
0 System includes all mounting accessory kits and will provide the associated mounting brackets and work with the City to install the MS system to the appropriate fixture.

D MS will tune the system to the appropriate surroundings. 0 MS will train City personnel on how to use and run the system and its incorporation into DroneSense
0 MS will work with the City to formulate a plan for basic updates to MS software.

D MS will provide a phone number and email address for any support requests.

D MS will support and work with the City on any associated regulatory documentation.

However. the City is responsible for the submission and management of the request as per regulatory requirements.

4.13.2023
Item 1Q - Page 13
Section 2: Advexure General Contractor Fee

LIST PRICE

DISCOUNT

NET PRICE
15% $ 75.000
(61%) $ (45,000)
6% S 30.000
Section 3: Freight (Shipping from Burlington. MA final assembly and testing site)

FREIGHT (DESTINATION PREPAID)

ESTIMATED TO SHIP IN
FOUR (4) TRANCHES
S 5,500
2 Units
3 Units
3 Units
4 Units
12 Units
PRODUCTS & SERVICES: COST SUMMARY
Section 1: MS Radar Systems $ 500.000 T
Section 2: Advexure General Contractor Fee $ 30.000 N
Section 3: Freight $ 5,500 N
TOTAL COST $ 535,500
CA Sales Tax (9.25%) $ 46,250
(ToxobJt Items ore Dtnoctd T}
TOTAL CONTRACT AMOUNT s 581.750

4.13.2023

ATTACHMENT C

INSURANCE REQUIREMENTS

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

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

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

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

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

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

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

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

4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional Item 1Q - Page 15

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liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy.

5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City.

6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies.

Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate:

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

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

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

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

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

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

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

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

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

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

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

Signature:

Printed Name:

Title:

Firm Name:

Date:

Item 1Q - Page 18

ATTACHMENT B

Item 1Q - Page 19
CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM