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7. Owners/Investors with a 5% beneficial interest in the APPiicant Entity or a related entity
EXAMPLE
JANE DOE 50%, ABC COMPANY, Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entityl
A.
C.W. Driver Holdings, Inc. 100%
[name of owner/investor] [percentage of beneficial interest in entity and name of entityl
B.
[name of owner/investor] [percentage of beneficial interest in entity and name of entityl
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 .
Date
PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
(Revised 05/16/19)
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
CITY COUNCIL STAFF REPORT
07/09/2025
SUBJECT:
APPROVE COOPERATIVE PURCHASE AGREEMENT 25C197 WITH TYLER TECHNOLOGIES INC. TO PROVIDE SOFTWARE AS A SERVICE FOR 5-YEARS RECOMMENDATION:
Approve Cooperative Purchase agreement 25C197 with Tyler Technologies, Inc., for Software as a Service in an amount not to exceed $2,792,958 for a five-year term beginning July 1, 2025, and continuing through June 30, 2030;
1. Authorize the City Manager or designee to execute all necessary documents.2.
Attachments
Item 1P
CITY COUNCIL STAFF REPORT
DATE: JULY 9, 2025 CONSENT CALENDAR
SUBJECT: APPROVE COOPERATIVE PURCHASE AGREEMENT 25C197 WITH TYLER TECHNOLOGIES INC. TO PROVIDE SOFTWARE AS A SERVICE FOR 5-YEARS
FROM: Scott C. Stiles, City Manager
BY: Larry Klingaman, Director of Information Technology
SUMMARY:
This action will approve cooperative purchase agreement 25C197 with Tyler Technologies, Inc. , in an amount not to exceed $2,792,958 for a five-year term for Software as a Service to manage and license the Enterprise Resources Planning (ERP) system that helps organiz e and streamline core processes , including finance, payroll, human resources, procurement, and development permitting.
RECOMMENDATION:
1) Approve Cooperative Purchase agreement 25C197 ( Attachment A ) with Tyler Technologies, Inc. , for Software as a Service in an amount not to exceed $2,792,958 for a five-year term beginning July 1, 2025, and continuing through June 30, 2030;
2) Authorize the City Manager or designee to execute all necessary documents.
BUSINESS PRINCIPAL DISCLOSURE:
According to the Public Integrity Disclosure form (Attachment B) Tyler Technologies, Inc. is a corporation registered in the state of Delaware.
BACKGROUND:
In 2006 , the City of Palm Springs acquired the FinancePLUS financial management system and CommunityPLUS, a community development software module. Th ese systems acted as both a financial management system and a community development tracking and payment processing system. Since the City started using these systems, the Item 1P - Page 1
City Council Staff Report
July 9, 2025 -- Page 2
Approval of Software as a Service Agreement
companies owning these systems and providing support to City staff have been subject to several mergers and acquisitions of various companies, from Sungard, to Superion, to the City's current vendor CentralSquare.
Staff identified shortcomings in the existing solutions that precluded the City from moving its operating platform to an online presence where the City can better serve the community with web -based tools that allow both simple and complex requests to be completed through a self-service approach that decreases the need for someone to visit City Hall to do business, and is available 24 hours a day, 7 days a week. Additionally, it has been found that numerous City departments operate on separate software programs with no sharing of data between departments, and no way to integrate inventories, reports, or workflow.
At the Joint City Council Measure J Commission Meeting on May 23, 2019, staff recommended the City Council program funding for a multi -year project to develop and implement a new ERP system for the City. The goal of the new ERP software was to allow the City to integrate all facets of its operations - from business licensing to development services (Building/Engineering/Planning), vacation rental and cannabis permitting, and with personnel, human resources, and payroll functions. Staff requested $3,000,000 for the project with $1,600,000 from the 2020 fiscal year, and $1,400,000 i n the 2021 fiscal year budget.
The City acquired Tyler Technologies (“Tyler”) Enterprise Resource Planning (ERP) software at the March 19, 2020, City Council meeting. The purchase included implementation and licensing for Finance, Procurement, Planning, City Clerk, City Attorney, Building and Safety, Engineering, Facilities, Fleet, Office of Special Programs, Code Enforcement, and Fire Department. The purchase with five years of licensing was approved for $3,585,965.
Council approved an additional $53,056 of licensing and implementation costs for Tyler’s Pattern Stream application at the January 12, 2023, Council meeting. The Pattern Stream product was utilized to create the recently published budget book.
STAFF ANALYSIS:
In accordance with City of Palm Springs Municipal Code Section 7.03.09, “Special Procurement Methods,” Section 5, “Cooperative Purchasing Programs”, the City Council may authorize the acquisition of supplies or services through a joint powers or other cooperative purchasing program with a public entity or association of public agencies or officials, provided that the contractor selected has been selected through a competitive process and the department finds that the competitive process is similar to that contained in Title 7 or adequate to protect the public interest, and that due to economies of scale, the nature of the product, or market conditions, the price of the supplies or services is likely to be less through the cooperative purchase than through the City’s independent purchasing pursuant to Title 7.
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City Council Staff Report
July 9, 2025 -- Page 3
Approval of Software as a Service Agreement
The Information Technology Depart is proposing to enter into a five- year agreement , commencing July 1, 2025, and continuing through June 30, 2030, utilizing Sourcewell’s Contract No. 060624-TTI for an amount not to exceed $2,792,958, inclusive of an annual increase of 3%. Staff reviewed and updated the proper licensing with Tyler Technologies, Inc. to ensure the correct features are licensed.
By using this cooperative purchasing agreement, the City of Palm Springs can benefit from:
• Competitive pricing due to economies of scale
• Streamlined procurement process
• Access to a broad range of equipment and services
• Pre-vetted supplier with industry expertise
This approach enables the City to efficiently obtain necessary Software as a Service while potentially reducing costs and the administrative burden of soliciting each need independently.
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’s Broad Goal Foundation of Financial and Organizational Well-Being.
FISCAL IMPACT:
Sufficient funds are budgeted and available in the current fiscal year in IT account 1001025-50034.
REVIEWED BY:
Director of Information Technology: Larry Klingaman
Procurement & Contracting Manager: Tabitha Richards
Deputy City Manager: Jeremy Hammond
City Manager: Scott Stiles
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City Council Staff Report
July 9, 2025 -- Page 4
Approval of Software as a Service Agreement
ATTACHMENTS:
A. Agreement No. 25C197
B. Public Integrity Disclosure
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ATTACHMENT A
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1 SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement is made between Tyler Technologies, Inc. and Client.
WHEREAS, Client is a member of Sourcewell (formerly known as National Joint Powers Alliance) (“Sourcewell”) under member number 75934;
WHEREAS, Tyler participated in the competitive bid process in response to Sourcewell RFP #060624 by submitting a proposal, on which Sourcewell awarded Tyler a Sourcewell contract, numbered 060624-TTI (hereinafter, the “Sourcewell Contract”);
WHEREAS, documentation of the Sourcewell competitive bid process, as well as Tyler’s contract with and pricing information for Sourcewell is available at https://www.sourcewell-mn.gov/cooperative- purchasing/060624-TTI; and
WHEREAS, Client desires to purchase off the Sourcewell Contract to procure certain software functionality indicated in the Investment Summary from Tyler, which Tyler agrees to deliver pursuant to the Sourcewell Contract and under the terms and conditions set forth below.
WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment Summary, including providing Client with access to Tyler’s proprietary software products, and Tyler desires to provide such products and services under the terms of this Agreement;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement, Tyler and Client agree as follows:
SECTION A – DEFINITIONS
• “Agreement” means this Software as a Service Agreement. • “Business Travel Policy” means our business travel policy. Our current Business Travel Policy is available here: https://www.tylertech.com/portals/0/terms/Tyler-Business-Travel-Policy.pdf. • “Client” means the party indicated on the signature block or, in the absence of a signature block, the Investment Summary.
• “Data” means your data necessary to use the Tyler Software. • “Data Storage Capacity” means the contracted amount of storage capacity for your Data, if any, identified in the Investment Summary.
• “Defect” means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you (or the Documentation in the absence of a written proposal), or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then- current Documentation.
• “Defined Users” means the number of users, if any, that are identified in the Investment Item 1P - Page 6
·•:::-. tyler
• technologies
2 Summary. If Exhibit A contains Enterprise Permitting & Licensing labeled software, defined users mean the maximum number of named users that are authorized to use the Enterprise Permitting & Licensing labeled modules as indicated in the Investment Summary. • “Developer” means a third party who owns the intellectual property rights to a Third-Party Product.
• “Documentation” means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation. • “Effective Date” means the date by which both your and our authorized representatives have signed the Agreement. Notwithstanding the foregoing, if these terms are linked from an Order Form, the Effective Date is the date your authorized representative signed the Order Form. • “Force Majeure” means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us. • “Investment Summary” means the agreed upon cost proposal for the products and services attached as Exhibit A.
• “Order Form” means an ordering document that includes a quote or investment summary and specifies the items to be provided by Tyler to Client, including any addenda and supplements thereto.
• “Professional Services” means those services provided by Tyler or a third party related to the scope of this Agreement and identified in the Investment Summary. • “SaaS Fees” means the fees for the SaaS Services identified in the Investment Summary. • “SaaS Services” means software as a service consisting of system administration, system management, and system monitoring activities that Tyler performs for the Tyler Software and includes the right to access and use the Tyler Software, receive maintenance and support on the Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and archiving. SaaS Services do not include support of an operating system or hardware, support outside of our normal business hours, or training, consulting, or other professional services. • “SLA” means the service level agreement. A copy of our current SLA is attached hereto as Exhibit C.
• “Support Call Process” means the support call process applicable to all our customers who have a right to use the Tyler Software. Our current Support Call Process is available here:
https://www.tylertech.com/portals/0/terms/Tyler-Support-Call-Process.pdf. • “Third-Party Hardware” means the third-party hardware, if any, identified in the Investment Summary.
• “Third-Party Products” means the Third-Party Software and Third-Party Hardware. • “Third-Party SaaS Services” means software as a service provided by a third party, if any, identified in the Investment Summary.
• “Third-Party Services” means the third-party services, if any, identified in the Investment Summary.
• “Third-Party Software” means the third-party software, if any, identified in the Investment Summary or included with the Tyler Software.
• “Third-Party Terms” means the end user license agreement(s) or other terms, if any, for the Third-Party Products or other parties’ products or services, as applicable, and attached or indicated at Exhibit D.
• “Tyler” means Tyler Technologies, Inc., a Delaware corporation.
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3 • “Tyler Software” means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary and licensed by us to you through this Agreement.
• “we,” “us,” “our” and similar terms mean Tyler.
• “you” and similar terms mean Client.
SECTION B – SAAS SERVICES
1. Rights Granted. We grant to you the non-exclusive, non-assignable limited right to use the SaaS Services solely for your governmental purposes, subject to any limits for Defined Users or Data Storage Capacity. You may add additional users or additional data storage capacity on the terms set forth in this Agreement. In the event you regularly and/or meaningfully exceed the Defined Users or Data Storage Capacity, we reserve the right to charge you additional fees commensurate with the overage(s) We will use commercially reasonable efforts to provide you with advance written notice of any additional fees, but failure to provide advance written notice does not relieve you of your obligation to pay such fees . You acknowledge that we have no obligation to ship copies of the Tyler Software as part of the SaaS Services. Your right to use the SaaS Services applies to releases provided as part of our Maintenance and Support Services as further detailed in this Agreement.
2. Ownership.
2.1. We retain all ownership and intellectual property rights to the SaaS Services, the Tyler Software, and anything developed by us under this Agreement. You do not acquire under this Agreement any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services.
2.2. The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only.
3. Data.
3.1. You retain all ownership and intellectual property rights to the Data. You expressly recognize that except to the extent necessary to fulfill our obligations contained in this Agreement, we do not create or endorse any Data used in connection with the SaaS Services.
3.2. You expressly grant to us a limited, non-exclusive license to access, copy, transmit, download, display, and reproduce your Data solely to provide services pursuant to this Agreement.
Additionally, you agree that Tyler may use deidentified Data for Client or third-party demonstrative or training purposes.
3.3. Our access to and use of your Data necessary to use the Tyler Software or SaaS Services will comply with applicable provisions of our Privacy Statement (available at https://www.tylertech.com/privacy) and applicable law.
3.4. Data Breach Notification. Tyler will provide written notice of a breach of Client Data in accordance with applicable state and federal data breach notification laws.
4. Restrictions.
4.1. You may not:
4.1.1. make the Tyler Software or Documentation resulting from the SaaS Services available in any manner to any third party for use in the third party’s business operations;
4.1.2. modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the SaaS Services;
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4 4.1.3. access or use the SaaS Services to build or support, and/or assist a third party in building or supporting, products or services competitive to us; or
4.1.4. license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or Documentation available to any third party other than as expressly permitted by this Agreement.
4.1.5. Notwithstanding anything to the contrary in this Section 4.1, you may disclose, with our written consent, not to be unreasonably withheld, the Tyler Software, SaaS Services, or Documentation to a third party you consult with regarding the implementation or use of the Tyler Software and SaaS Services. You must ensure that any such third-party’s use is subject to the terms of this Agreement, and you acknowledge and agree that you are liable for any breach of the terms of this Agreement by such third party.
5. Software Warranty. We warrant that the Tyler Software will perform without Defects during the term of this Agreement. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect in accordance with our then-current Support Call Process.
6. SaaS Services.
6.1. Audit & Compliance. Our SaaS Services are audited at least yearly in accordance with the AICPA’s Statement on Standards for Attestation Engagements (“SSAE”) No. 21. We have attained, and will maintain, SOC 1 and SOC 2 compliance, or their equivalent, for so long as you are timely paying for SaaS Services. The foregoing notwithstanding, you acknowledge that the scope of audit coverage varies depending on the specific Tyler Software solution. We will provide you with a summary of our current compliance report(s) or its equivalent, upon your request. For the avoidance of doubt, if our SaaS Services are provided using a third-party data center, the compliance report may be for that third-party provider and be subject to confidential treatment in accordance with applicable law. If you want us to provide our compliance reports to a third-party auditor or similar entity, we reserve the right to require execution of an NDA by that third party.
6.2. Service Levels. The Tyler Software will be made available to you according to the terms of the SLA. Tyler SaaS Services will be provided via a third-party data center. Your Data will be inaccessible to our other customers.
6.3. Business Continuity. Data centers used to deliver SaaS Services for this Agreement have redundant telecommunications access, electrical power, and the required hardware to provide access to the SaaS Services in the event of a disaster or component failure. We test our disaster recovery plan on an annual basis. The plan is not client specific and is detailed in Tyler’s System & Organization Control reports or their equivalent. In the event of a data center failure, we reserve the right to employ our disaster recovery plan for resumption of the SaaS Services. In that event, we commit to a Recovery Point Objective (“RPO”) of 24 hours and a Recovery Time Objective (“RTO”) of 24 hours. RPO represents the maximum duration of time between the most recent recoverable copy of your hosted Data and subsequent data center failure. RTO represents the maximum duration of time following data center failure within which your access to the Tyler Software must be restored. If we employ our disaster recovery plan, we will be responsible for restoring your Data and ensuring that the SaaS Services are online, and you will be responsible for validating your Data and confirming the functioning of the SaaS Services, including any integrations.
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5 6.4. Security Measures. We provide secure Data transmission paths between your devices and the data center used to provide SaaS Services to you. Data centers used to provide SaaS Services are accessible only by authorized personnel with a unique key entry or comparable security.
We conduct annual penetration testing of either the production network and/or web application to be performed. We will maintain industry standard intrusion detection and prevention systems to monitor malicious activity in the network and to log and block any such activity. You may not attempt to bypass or subvert security restrictions in the SaaS Services or environments related to the Tyler Software. Unauthorized attempts to access files, passwords, or other confidential information, and vulnerability and penetration test scanning of our network and systems (hosted or otherwise) are prohibited. Where applicable with respect to our applications that take or process card payment data, we comply with applicable requirements of PCI DSS. We agree to supply the then-current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at https://www.tylertech.com/about-us/compliance and, in the event of any change in our status, we will comply with applicable notice requirements.
SECTION C – PROFESSIONAL SERVICES
1. Professional Services. We will provide you the various implementation-related services itemized in the Investment Summary.
2. Professional Services Fees. You agree to pay us the services fees in the amounts set forth in the Investment Summary. You acknowledge that the fees stated in the Investment Summary, unless expressly stated otherwise, are good-faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable rate by the quoted units.
3. Additional Services. The Investment Summary contains the scope of services and related costs (including programming and/or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for thirty (30) days from the date of the quote.
4. Cancellation. If you cancel services less than four (4) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (i) daily fees associated with cancelled professional services if we are unable to reassign our personnel and (ii) any non-refundable travel expenses already incurred by us on your behalf. We will make all reasonable efforts to reassign personnel in the event you cancel within four (4) weeks of scheduled commitments.
5. Services Warranty. We will perform services in a professional, workmanlike manner, consistent with industry standards. In the event we provide services that do not conform to this warranty, we will re-perform such services at no additional cost to you.
6. Site Access and Requirements. At no cost to us, you agree to provide us with reasonable access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide Item 1P - Page 10
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6 implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us.
7. Background Checks. All of our employees undergo criminal background checks prior to hire. All employees sign our confidentiality agreement and security policies.
8. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative process requiring the time and resources of your personnel. You certify that you will use reasonable efforts to cooperate with us and make your resources available for the performance of the Agreement in accordance with its terms and the mutually agreed project schedule. Additionally, you agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to support the efficient execution of the activities required for this Agreement.
Accordingly, you will provide notice of any known inability to timely meet a project commitment so that appropriate project adjustments can be made. We will not be liable for failure to meet any project deadlines or milestones when such failure is due to Force Majeure or to the failure by you to comply with the requirements of this paragraph.
9. Maintenance and Support Services.
9.1. For the duration of this Agreement, consistent with the terms set forth in our then-current Support Call Process, we will:
9.1.1. perform our maintenance and support obligations in a professional and workmanlike m
anner, consistent with industry standards, to provide support and resolve Defects in the Tyler Software (subject to any applicable release life cycle policy);
9.1.2. provide telephone support during our established support hours as indicated in our then-current Support Call Process;
9.1.3. maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third-Party Software, if any, in order to provide maintenance and support services;
9.1.4. provide releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers with a current SaaS Agreement.
9.2. Your use of Tyler Software or SaaS Services requires that you remain current with supported releases of Tyler Software as indicated in any applicable release lifecycle policy. Our warranty and support commitments are contingent upon you using a supported version of the Tyler Software. Tyler may require you to update to a current version of the Tyler Software to address a critical issue (for example, to address an identified security vulnerability in the Tyler Software or a third-party component). Tyler will use commercially reasonable efforts to (i) minimize the number of such instances and (ii) provide as much advance notice as possible.
9.3. We will use all reasonable efforts to perform support services remotely. We reserve the right to use secure third-party connectivity tools to deliver maintenance and support services. We also reserve the right to collect Tyler Software or SaaS Services telemetry for product evaluation, quality assurance, and security monitoring and enhancement purposes. You agree to reasonably cooperate with us in providing access to your environments and Data for the purposes of providing maintenance and support services and acknowledge that our warranty, support, and service level obligations under this Agreement are contingent upon receiving reasonable access to your Data and systems.
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7 9.4. For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support; (b) application design; (c) other consulting services; or (d) telephone support outside our normal business hours as listed in our then-current Support Call Process.
SECTION D – THIRD-PARTY PRODUCTS
1. Third-Party Hardware. We will sell and deliver any Third-Party Hardware set forth in the Investment Summary for the price indicated therein. Unless otherwise indicated, installation of Third-Party Hardware will be performed by Tyler or identified third party installers.
2. Third-Party Software. Your rights under this Agreement may include rights to certain Third-Party Software. We certify that we have acquired the right to provide the Third-Party Software to you.
Your rights to the Third-Party Software will be governed by the Third-Party Terms and, in the absence of such terms, this Agreement.
3. Third Party Products Warranties.
3.1 We are authorized by each Developer or its authorized reseller to sell or grant access, as applicable, to the Third-Party Products.
3.2 Unless otherwise expressly indicated, Third-Party Hardware will be new and unused. You will receive free and clear title to the Third-Party Hardware you purchase upon your payment in full of the purchase price.
3.3 You acknowledge that we are not the manufacturer of Third-Party Products. We do not warrant or guarantee the performance of the Third-Party Products. However, we grant and pass through to you any warranty that we may receive from the Developer or supplier of the Third- Party Products.
4. Third-Party Services. If you have purchased Third-Party Services, those services will be provided independently of Tyler by such third party at the rates set forth in the Investment Summary and in accordance with Exhibit B.
SECTION E – TERM AND TERMINATION
1. Term. The initial term of this Agreement is equal to five (5) years, commencing on July 1, 2025.
Upon expiration of the initial term, the Parties shall have the option to renew the Agreement for additional one (1) year terms upon execution of a written amendment, or by Client’s timely payment of an applicable renewal fee invoice from Tyler. Your right to access or use the Tyler Software and the SaaS Services will terminate at the end of this Agreement.
2. Termination. This Agreement may be terminated as set forth below. In the event of termination, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. Disputed fees and expenses in all terminations other than your termination for cause must have been submitted as invoice disputes in accordance with Section G(2).
2.1. Failure to Pay Fees. You acknowledge that continued access to the SaaS Services is contingent upon your timely payment of fees. We may terminate this Agreement if you do not cure a failure to pay within sixty (60) days of our notice to you that you have overdue payments.
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8 2.2. For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section G(2). You may terminate this Agreement for cause after following the procedures set forth in Section G(2).
2.3. Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of the SaaS Services for a period of forty-five (45) days or more.
2.4. Lack of Appropriations. If you should not appropriate or otherwise make available funds sufficient to utilize the SaaS Services, you may unilaterally terminate this Agreement upon thirty (30) days written notice to us. You will not be entitled to a refund or offset of previously paid, but unused SaaS Fees. You agree not to use termination for lack of appropriations as a substitute for termination for convenience.
SECTION F – INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE
1. Intellectual Property Infringement Indemnification.
1.1. We will defend, indemnify, and hold you harmless against any third-party claim(s) that the Tyler Software or Documentation infringes that third-party’s patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense.
1.2. Our obligations under this Section F(1) will not apply to the extent the claim or adverse final judgment is based on your negligent or intentional misuse of the Tyler Software, or use that is in contradiction of this Agreement, including with non-licensed third parties.
1.3. If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either:
1.3.1. procure the right to continue its use;
1.3.2. modify it to make it non-infringing; or
1.3.3. replace it with a functional equivalent.
We may elect to employ these remedies in advance of litigation if we receive information concerning an infringement or misappropriation claim.
1.4. This section provides your exclusive remedy for third-party copyright, patent, or trademark infringement and trade secret misappropriation claims.
2. General Indemnification.
2.1. We will indemnify, defend, and hold harmless you and your agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (i) personal injury, death, or damage to tangible property, all to the extent caused by our negligence or willful misconduct; or (ii) our violation of law applicable to our performance under this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense.
2.2. To the extent permitted by applicable law, you will indemnify, defend, and hold harmless us and our agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (i) personal injury, death, or damage to tangible property, all to the extent caused by your Item 1P - Page 13
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9 negligence or willful misconduct; or (ii) your violation of a law applicable to your performance under this Agreement. We will notify you promptly in writing of the claim and will give you sole control over its defense or settlement. We agree to provide you with reasonable assistance, cooperation, and information in defending the claim at your expense.
3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT
NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT UNDERSTANDS AND AGREES THAT TYLER DISCLAIMS ANY LIABILITY FOR ERRORS THAT RELATE TO USER ERROR.
4. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS
AGREEMENT, OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED
ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (i) DURING THE INITIAL TERM, AS SET FORTH IN SECTION E(1), TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (ii) DURING ANY RENEWAL TERM, THE THEN-CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE
PARTIES ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET
IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED
UNDER APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS F(1) AND F(2).
5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Insurance. During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: (i) Commercial General Liability of at least $1,000,000 per occurrence and $2,000,000 aggregate; (ii) Automobile Liability of $1,000,000 combined single limit; (iii) Professional Liability (inclusive of cyber protection) of $1,000,000 per claim and in the aggregate; (iv) Workers Compensation complying with applicable statutory requirements; and (v) Excess/Umbrella Liability of $5,000,000. We will add you as an additional insured to our Commercial General Liability and Automobile Liability policies, which will automatically add you as an additional insured to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of insurance upon your written request.
SECTION G – GENERAL TERMS AND CONDITIONS
1. Additional Products and Services. You may purchase additional products and services at the rates set forth in the Investment Summary for twelve (12) months from the Effective Date by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12) months have expired, you may purchase additional products and services at our then-current pricing, also by executing a mutually agreed addendum. The terms of this Agreement will control Item 1P - Page 14
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10 any such additional purchase(s), unless otherwise specifically provided in the addendum.
2. Performance Issues and Dispute Resolution.
2.1. Notice. You agree to provide us with written notice within thirty (30) days of receipt of an invoice (for invoice disputes) or, in the case of performance, becoming aware of an issue related to our performance under this Agreement.
2.2. Invoice Issues.
2.2.1. If the issue relates to an invoice, your notice must include the following: (i) the issue(s) with the invoice; (ii) the specific fee(s) at issue; and (iii) the corrective action(s) you are requesting of Tyler.
2.2.2. We will provide a response to your notice that (i) supports the validity of the invoice as issued by us; (ii) adjusts the invoice; or (iii) describes our plan to address the issues identified in your notice.
2.2.3. You agree to pay all undisputed fees by the due date. You acknowledge that you forfeit your right to dispute any fees under this Agreement when you fail to pay undisputed fees within sixty (60) days of our notice that the fees are overdue.
2.2.4. In addition to any other remedies available to us under this Agreement or law for non- payment, we reserve the right to recover from you our reasonable costs of collection associated with your failure to timely pay amounts due under this Agreement.
2.2.5. WE RESERVE THE RIGHT TO SUSPEND PERFORMANCE OF ANY SERVICE, INCLUDING ACCESS TO SAAS SERVICES, FOR FAILURE TO TIMELY PAY UNDISPUTED FEES FIFTEEN (15) DAYS FOLLOWING OUR NOTICE OF INTENT TO DO SO.
2.3. Dispute Resolution. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, then the parties shall participate in mediation in an effort to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures.
3. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable taxes to the proper authorities, and you will reimburse us for such taxes. If you have a valid direct-pay permit, you agree to provide us with a copy. For clarity, we are responsible for paying our income taxes, both federal and state, as applicable, arising from our performance of this Agreement.
4. Nondiscrimination. We will not discriminate against any employee or applicant in our employment practices or the performance of our duties, responsibilities, and obligations under this Agreement because of race, color, religion, gender, age, disability, religious beliefs, national, or ethnic origin.
We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable law.
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11 5. E-Verify. We use the U.S. Department of Homeland Security’s E-Verify system to confirm the eligibility of all current employees and persons hired during the contract term to perform services within the United States under this Agreement.
6. Subcontractors. We will not subcontract any Professional Services specifically for this Agreement without your prior written consent, not to be unreasonably withheld.
7. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, your consent is not required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets.
8. Force Majeure. Neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business days of the Force Majeure event, the party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event.
9. No Intended Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. This provision does not affect the rights of third parties under any Third-Party Terms.
10. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, or implied. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force or effect. This Agreement may only be modified in writing, signed by an authorized representative of the party against whom enforcement is sought.
11. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law.
12. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non-enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non-enforcement prevent such party from enforcing each and every term of this Agreement thereafter.
13. Independent Contractor. We are an independent contractor for all purposes under this Agreement.
14. Notices. All notices or communications required or permitted as a part of this Agreement, such as notice of an alleged material breach for a termination for cause or a dispute that must be submitted to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the following: (i) actual receipt by the receiving party; or (ii) five (5) days following deposit with Item 1P - Page 16
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12 registered or certified mail with proper postage affixed and addressed to the other party at the address set forth in this Agreement or such other address as the party may have designated by proper notice. The consequences for the failure to receive a notice due to improper notification by the intended receiving party of a change in address will be borne by the intended receiving party.
15. Client Lists. You agree that, we may identify you by name in client lists, and upon advance written notice by you, which shall not be unreasonably withheld, in marketing presentations, and promotional materials
16. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities, including the parties.
Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that:
i. is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents;
ii. a party can establish by reasonable proof was in that party's possession at the time of initial disclosure;
iii. a party receives from a third party who has a right to disclose it to the receiving party; or iv. is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law.
17. Business License. In the event a local business license is required for us to perform services hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact information so that we may timely obtain such license.
18. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its rules on conflicts of law. Venue shall be located in Riverside County, California.
19. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature.
Each party represents to the other that the signatory set forth below is duly authorized to bind that party to this Agreement.
20. Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. In such cases, we reserve the right to negotiate and customize the terms and conditions set forth herein, Item 1P - Page 17
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13 including but not limited to pricing, to the scope and circumstances of that cooperative procurement.
21. Data & Insights Solution Terms. Your use of certain Tyler solutions includes Tyler’s Data & Insights data platform. Your rights, and the rights of any of your end users, to use Tyler’s Data & Insights data platform is subject to the Data & Insights SaaS Services Terms of Service, available at:
https://www.tylertech.com/terms/data-insights-saas-services-terms-of-service. By signing a Tyler Agreement or Order Form, or accessing, installing, or using any of the Tyler solutions listed at the linked terms, you certify that you have reviewed, understand, and agree to said terms.
22. Contract Documents. This Agreement includes the following exhibits:
Exhibit A Investment Summary
Exhibit B Invoicing and Payment Terms
Exhibit C Service Level Agreement
Exhibit D Third-Party Terms
Address for Notices:
Address for Notices:
Tyler Technologies, Inc. City of Palm Springs
7701 College Boulevard PO Box 2743
Overland Park, KS 66210 Palm Springs, CA 92263-2743
Attention: Chief Legal Officer Attention: City Manager & City Clerk
[Signatures on next Page]
Item 1P - Page 18
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14 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND TYLER TECHNOLOGIES, 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 19
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1 Exhibit A
Investment Summary
The Investment Summary details the products and services to be delivered by us, or a third party, as applicable, to you under the Agreement. This Investment Summary is effective as of the Effective Date regardless of any expiration date in the Investment Summary. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.
[Sales quotation to be inserted prior to Agreement execution.]
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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1 Exhibit B
Invoicing and Payment Terms
We will provide you with the software and services set forth in the Investment Summary of the Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.
Invoicing: We will invoice you for the applicable software and services in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement.
1. Tyler Annual Services.
1.1. SaaS Services. SaaS Fees are invoiced on an annual basis, beginning on the commencement of the initial term as set forth in Section E(1) of this Agreement. Your annual SaaS fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual SaaS fees will be at our then-current rates.
1.2. Other Annual Services. Fees for annual services other than SaaS Services are invoiced on an annual basis, beginning with the availability of the service. Your annual fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual fees will be at our then-current rates.
2. Tyler Services.
2.1. Professional Services Generally: Unless otherwise indicated below, fees for Tyler services are invoiced as delivered.
2.2. Consulting Services: Fixed fee Consulting Services will be invoiced 50% upon your acceptance of the Best Practice Recommendations, by module, and 50% upon your acceptance of custom desktop procedures, by module.
2.3. Conversions: Fixed-fee conversions are invoiced 50% upon initial delivery of the converted Data, by conversion option, and 50% upon Client acceptance to load the converted Data into Live/Production environment, by conversion option.
Where conversions are quoted as
estimated, we will bill you the actual services delivered on a time and materials basis.
2.4. Requested Modifications to the Tyler Software: Requested modifications to the Tyler Software are invoiced (i) 50% upon delivery of specifications and (ii) 50% upon delivery of the applicable modification. You must report any failure of the modification to conform to the specifications within thirty (30) days of delivery; otherwise, the modification will be deemed to be in compliance with the specifications after the 30-day window has passed. You may still report Defects to us as set forth in this Agreement.
2.5. Other Fixed Price Services: Other fixed price services are invoiced as delivered. For the avoidance of doubt, where “Project Planning Services” are provided, payment will be due upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be billed monthly in arrears, beginning on the first day of the month immediately following initiation of project planning. Strategic Program Management Services, if any, will be billed monthly in arrears, beginning on the first day of the month immediately following initiation of program planning.
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2 3. Hardware & Third-Party Products.
3.1. Hardware: Hardware costs, if any, are invoiced upon delivery.
3.2. Hardware Maintenance: The first year maintenance fee for hardware is invoiced upon delivery of the hardware. Subsequent annual maintenance fees for hardware are invoiced annually, in advance, at then-current rates, upon each anniversary thereof.
3.3. Third-Party Services: Fees for Third-Party Services, if any, are invoiced as delivered, along with applicable expenses, at the rates set forth in the Investment Summary.
3.4. Third Party Software. License Fees for Third Party Software, in any, are invoiced when the applicable Third Party Software is made available to you for download.
3.5. Third Party Software Maintenance: The first year maintenance fee for the Third Party Software is invoiced when it is made available to you for downloading. Subsequent annual maintenance fees for Third Party Software are invoiced annually, in advance, at then-current rates, upon each anniversary thereof.
3.6. Third-Party SaaS Services. Third-Party SaaS Services fees, if any, are invoiced on an annual basis, commencing with availability of the respective Third-Party SaaS Services. Pricing for the first year of Third-Party SaaS Services is indicated in the Investment Summary. Unless express stated otherwise, pricing for subsequent years will be at then-current rates.
4. Transaction Fees. Unless paid directly by an end user at the time of transaction, per transaction (call, message, etc.) fees are invoiced on a monthly basis. Fees are indicated in the Investment Summary and may be increased by Tyler upon notice of no less than thirty (30) days.
5. Expenses. The service rates in the Investment Summary do not include travel expenses. Expenses for Tyler delivered services will be billed as incurred and only in accordance with our then-current Business Travel Policy.
Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We prefer to receive payments electronically. Our electronic payment information is available by contacting [email protected].
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1 Exhibit C
SERVICE LEVEL AGREEMENT
I. Agreement Overview
This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It outlines the information technology service levels related to the availability of the Tyler SaaS Services that you have requested us to provide. All other support services are documented in the Support Call Process.
This SLA does not apply to any Third-Party SaaS Services.
II.
Definitions. Except as defined below, all defined terms have the meaning set forth in the Agreement.
Actual Attainment: The percentage of time the Tyler Software is available during a calendar month, calculated as follows: (Service Availability – Downtime) ÷ Service Availability.
Client Error Incident: Any service unavailability resulting from your applications, content or equipment, or the acts or omissions of any of your service users or third -party providers over whom we exercise no control.
Downtime: Those minutes during Service Availability, as defined below, when all users cannot launch, login, search or save primary data in the Tyler Software. Downtime does not include those instances in which only a Defect is present.
Emergency Maintenance Window: (1) maintenance that is required to patch a critical security vulnerability; (2) maintenance that is required to prevent an imminent outage of Service Availability; or (3) maintenance that is mutually agreed upon in writing by Tyler and the Client.
Planned Downtime: Downtime that occurs during a Standard or Emergency Maintenance window.
Service Availability: The total number of minutes in a calendar month that the Tyler Software is capable of receiving, processing, and responding to requests, excluding Planned Downtime, Client Error Incidents, denial of service attacks and Force Majeure. Service Availability only applies to Tyler Software being used in the production environment.
Standard Maintenance: Routine maintenance to the Tyler Software and infrastructure. Standard Maintenance is limited to five (5) hours per week.
III.
Service Availability
a. Your Responsibilities
Whenever you experience Downtime, you must make a support call according to the procedures outlined in the Support Call Process. You will receive a support case number. b. Our Responsibilities
When our support team receives a call from you that Downtime has occurred or is occurring, we will work Item 1P - Page 23
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2 with you to identify the cause of the Downtime (including whether it may be the result of Planned Downtime, a Client Error Incident, denial of service attack or Force Majeure). We will also work with you to resume normal operations.
c.
Client Relief
Our targeted Attainment Goal is 100%. You may be entitled to credits as indicated in the Client Relief Schedule found below. Your relief credit is calculated as a percentage of the SaaS Fees paid for the calendar month.
In order to receive relief credits, you must submit a request through one of the channels listed in our Support Call Process within fifteen (15) days of the end of the applicable month. We will respond to your relief request within thirty (30) days of receipt.
The total credits confirmed by us will be applied to the SaaS Fee for the next billing cycle. Issuing of such credit does not relieve us of our obligations under the Agreement to correct the problem which created the service interruption.
Credits are only payable when Actual Attainment results in eligibility for credits in consecutive months and only for such consecutive months.
Client Relief Schedule
Actual Attainment Client Relief
99.99% - 99.70% Remedial action will be taken
99.69% - 98.50% 2% of SaaS Fees paid for applicable month
98.49% - 97.50% 4% of SaaS Fees paid for applicable month
97.49% - 96.50% 6% of SaaS Fees paid for applicable month
96.49% - 95.50% 8% of SaaS Fees paid for applicable month Below 95.50% 10% of SaaS Fees paid for applicable month
* Notwithstanding language in the Agreement to the contrary, Recovery Point Objective is one (1) hour.
IV. Maintenance Notifications
We perform Standard Maintenance during limited windows that are historically known to be reliably low-traffic times. If and when maintenance is predicted to occur during periods of higher traffic, we will provide advance notice of those windows and will coordinate to the greatest extent possible with you.
Not all maintenance activities will cause application unavailability. However, if Tyler anticipates that activities during a Standard or Emergency Maintenance window may make the Tyler Software unavailable, we will provide advance notice, as reasonably practicable, that the Tyler Software will be unavailable during the maintenance window.
Item 1P - Page 24
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1 Exhibit D
Third-Party Terms
DocOrigin Terms. Your use of Tyler Forms software and forms is subject to the DocOrigin End User License Agreement available for download here: https://eclipsecorp.us/eula/. By signing a Tyler Agreement or Order Form including Tyler forms software or forms, or accessing, installing, or using Tyler Forms software or forms, you agree that you have read, understood, and agree to such terms.
Pattern Stream Terms. Your use of Pattern Stream software and services is subject to the terms found here: https://www.tylertech.com/terms/finite-matters-ltd-consolidated-terms. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Pattern Stream software or services, you agree that you have read, understood, and agree to such terms.
ThinPrint Terms. Your use of Tyler Forms software and forms is subject to the End User License Agreement terms for ThinPrint Engine, ThinPrint License Server, and Connected Gateway found here: https://www.thinprint.com/en/legal-notes/eula/. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Tyler Forms software or forms, you agree that you have read, understood, and agree to such terms.
Item 1P - Page 25
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ATTACHMENT B
Item 1P - Page 26
Item 1P - Page 27
1. Name of Entity
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
Tyler Technologies, Inc.
2. Address of Entity (Principle Place of Business)
5101 Tennyson Parkway, Plano, TX 75024
3. Local or California Address (if different than #2)
16011 St., Suite 400, Modesto, CA 95354
4. State where Entity is Registered with Secretary of State Delaware
If other than California, is the Entity also registered in California? 15(1 Yes n No
5. Type of Entity Tyler is publicly traded NYSE: TYL
l&I Corporation D Limited Liability Company D Partnership D Trust D Other (please specify)
6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity Tyler has several Officers/Operational Leaders listed here:
https:// tylertech com/about us/about tylerlleadership team and in the document attached (Revised 05/16/19)
D Officer D Director D Member D Manager
(name]
D General Partner D Limited Partner
Other
D Officer D Director D Member D Manager
(name]
D General Partner D Limited Partner
Other
D Officer D Director D Member D Manager
[name]
D General Partner D Limited Partner
Other
CITY OF PALM SPRINGS -PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
Item 1P - Page 28
7. Owners/Investors with a 5% beneficial interest in the Annlicant Entitv or a related entitv
EXAMPLE
JANE DOE 50%, ABC COMPANY, Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entitvl
A.
Vanguard Group, Inc. 12.66% Vanguard Group, Inc.
[name of owner/investor] (percentage of beneficial interest in entity and name of entitvl
B.
Blackrock, Inc. 9.7% Blackrock, Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entitvl
c.
[name of owner/investor] [percentage of beneficial interest in entity and name of entitvl
D.
[name of owner/investor] [percentage of beneficial interest in entity and name of entitvl
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entitvl
I DECLARE UNDER PENAL TY 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 Eri!' c.ranoy 06/19/2025
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
Item 1P - Page 29
6119125, 12:26 PM Our Le,dership Team l Tyltr Ttchnologies Home • About Us • About T~ler • Leadership Team
Tyler Leadership
Corporate Officers and Operational Leadership
Meet Our Leaders
Tyler's leaders are an effective combination of industry professionals with entrepreneurial backgrounds and Fortune 500 experience.
They have guided the company as it has evolved into the market leader and largest company in the U.S. solely dedicated to providing integrated software and technology serv1ces to the public sector.
Tyler Board of Directors
To learn about Tyler's Board of Directors, visit our Investor Relations page.
Meet Our Directors
Corporate Officers
JOHN MARR JR. LYNN MOORE JR,
EXECUTIVE CHAIRMAN OF THE BOARD PRESIDENT & CEO
BRIAN MILLER
EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER
https:Jlwww.t'j1er1ecl'l.com/1bout-us/abouMylerJ1e1dership-team Item 1P - Page 30
SAMANTHA CROSBY
S€NIOR MARKETING AOVlSOA
JASON DURHAM
CHIEF ACCOUNflNG OFFK:£R
ANDREA fRAVERT
VICE: PR:£SIOENT, OATA PA(VACY OFFICER
JEFf GREEN
SENIOR EXECUTIVE CONSULTANT
ABBY DIAZ
CHIEF AOMINISJRAYIVE Off (CEA, CORPORATE SECRETARY
ARIK FlANOERS
CHIEf MARKETING OFF~CE'R
f!USSELL GAINFORO
(MIU T£CHNOLOCY OFFICER
KEVIN IWERSEN
CHIEF INFORMArtON Of"ftCt:R
"'
Item 1P - Page 31
6119/25, 12.26 PM
ANDREW KAHL
CHIEF CLIENT OFFICER
SILL VANASSELT
CHIEF LEGAL OFFICER
Ou, Leadership Team I Tyte, Technologies
JEFF PUCKETT
CHIEF OPERATING OFFICER
KELLEY SHIMANSKY
CHIEF HUMAN RESOURCES OFFICER
JEREMY WARD
CHIEF INFORMATION SECURITY OFFICER
Operational Leadership
RUSTY SMITH
SENIOR EXECUTIVE ADVISOR GROUP PRESIDENT, JUSTICE GROUP, STATE & FEDERAL GROUP https:llwww.tylertKh.comlabout-us/aboot.aylerJ1eadarship.team Item 1P - Page 32
&119'20..U:HN
DAtlE WOM8tE
PRESIDENT, PUBUC AOMINISlRATION GROUP
BRIAN COMBS
P~E$10ENT, PLATFORM SOLUnONS DIVISION
PRt:StOEN•, P1Jfl:L1(. $.AFEtY OJVISIOM
8RIAN MCGRATH
PAESIMHT. COURTS & JUSTICE OtYIS(Otf
MARK HAWKINS
PRESIOENT, flROPERlY & RECORDIN(. OMSION
S(Atl MARLOW
PRESIDENT, MUNICIPAL & SCHOOL$ OIVISIOU
LIZ THOMAS
PRESIDENT, DIGITAL SOLUTtONS OIVISION
..
Item 1P - Page 33
CHRIS WE8ST(R
PRESIOENr, ER~ t CIVIC DIVISION
FRANKLltl WILLIAMS
PRESIOE.Nf, OAU. & CN$lCHt$ OIY1$10N, OEPIJJYCHIEF
T(CHNOLoGY OFFICER
..
Item 1P - Page 34
Palm Springs FL Business Disclosure Form -
Tyler Technologies Inc 061925
Final Audit Report
Created:
By:
Status:
Transaction ID:
2025-06-19
Tracey Stegemann ([email protected])
Signed
CBJCHBCMBAASAxCshcNjT _bpJgnx8Ekq4v7iBA0dOh1
2025-06-19
"Palm Springs FL Business Disclosure Form - Tyler Technologie s Inc 061925" History
fl Document created by Tracey Stegemann ([email protected]) 2025-06-19- 5:03:13 PM GMT
~ Document emailed to Erik Graney ([email protected]) for signature 2025-06-19 - 5:05:39 PM GMT
~ Email viewed by Erik Graney ([email protected]) 2025-06-19 - 5:05:45 PM GMT
~ Document e-signed by Erik Graney ([email protected]) Signature Date: 2025-06-19- 5:28:44 PM GMT -Time Source: server 0 Agreement completed.
2025-06-19- 5:28:44 PM GMT
fl Adobe Acrobat Sign
CITY COUNCIL STAFF REPORT
07/09/2025
SUBJECT:
APPROVE AMENDMENT NO. 3 TO AGREEMENT NO. 23S165 WITH APTAERO INC., FOR SOFTWARE AS A SERVICE FOR THE VISITOR PASS SUBSCRIPTION
FOR THE PALM SPRINGS INTERNATIONAL AIRPORT
RECOMMENDATION:
Approve Amendment No. 3 to Software as a Service Agreement No. 23S165 with Aptaero, Inc. for an additional amount of $118,120, and a revised contract amount not to exceed $187,820, for term of November 1, 2023 through June 30, 2028 for the Visitor Pass Subscription for the Palm Springs International Airport (Airport).
1. Authorize the City Manager or designee to execute all necessary documents. 2.
Attachments
Item 1Q
CITY COUNCIL STAFF REPORT
DATE: JULY 9, 2025 CONSENT CALENDAR
SUBJECT: APPROVE AMENDMENT NO. 3 TO AGREEMENT NO. 23S165 WITH APTAERO INC., FOR SOFTWARE AS A SERVICE FOR THE VISITOR
PASS SUBSCRIPTION FOR THE PALM SPRINGS INTERNATIONAL
AIRPORT
FROM: Scott C. Stiles, City Manager
BY: Larry Klingaman, Information Technology Director
SUMMARY:
This action will approve Amendment No. 3 to Agreement No. 23S165 with Aptaero, Inc. in the amount of $118,120, for a revised contract amount not to exceed $18 7,820 for an additional three-years, for a revised term of November 1, 2023, through June 30 , 2028 for the Visitor Pass Subscription “Stay and Play Pass” for the Palm Springs International Airport.
RECOMMENDATION:
1. Approve Amendment No. 3 to Software as a Service Agreement No. 23S165 with Aptaero, Inc. for an additional amount of $118,120, and a revised contract amount not to exceed $1 87,820, for term of November 1 , 2023 through June 30, 2028 (Attachment A) for the Visitor Pass Subscription for the Palm Springs International Airport (Airport).
2. Authorize the City Manager or designee to execute all necessary documents.
BUSINESS PRINCIPAL DISCLOSURE:
The Public Integrity Disclosure Form from Aptaero, Inc. is included as Attachment B , submitted on September 16, 2024, registered in the state of Illinois.
BACKGROUND:
Aptaero Inc. provides the software that completes security checks and issues gate passes to non-ticketed visitors who utilize the Airport’s Stay and Play Pass, which has been in operation for one year and eight months. This program not only brings families and friends Item 1Q - Page 1
City Council Staff Report
July 9, 2025 - Page 2
Amend Software as a Service Agreement 23S165– Aptaero, Inc.
closer together but also provides an invaluable means of assistance for those who may need extra support while traveling. For loved ones who are elderly, have disabilities, or face language barriers, navigating the airport can be a daunting experience. The Stay and Play Pass empowers family members or friends to accompany and assist these travelers through the often- complex processes of check- in, security, and boarding, making the journey smoother and more manageable. By allowing non-ticketed individuals to access the secured side of the airport, this program helps to ensure that no one has to face the airport experience alone if they need a helping hand.
For elderly travelers, having a trusted companion by their side means increased comfort and security. Those with mobility issues can rely on their family members to assist with navigating to the gate, managing luggage, or understanding any last -minute boar ding changes. For individuals with disabilities, this program allows personal caregivers to accompany them through the terminal, reducing stress and ensuring that accommodations can be made more smoothly. Similarly, for travelers who may not be fluent in English, having a loved one who can help translate announcements or answer questions provides a critical layer of support that enriches the overall travel experience.
Since its launch a year ago, the Stay and Play Pass has proven to be a game- changer for these travelers and their families, and it has been warmly welcomed by the community.
By granting non-ticketed individuals access to the secure area, the Stay and Play Pass has also helped to reduce crowding in the arrivals area of the terminal, helping to streamline traffic flow and keep primary passenger areas less congested. This is especially beneficial during busy travel periods.
Beyond the immediate practical benefits, the Stay and Play Pass reflects Palm Springs’ commitment to hospitality and inclusivity. It empowers all travelers, regardless of their physical abilities or language fluency, to feel welcomed and supported. With the added ability to enjoy the airport's upgraded dining and shopping options, families and friends can make memories together, even if only one member of the group is flying. By fostering a more inclusive environment, the Stay and Play Pass program reinforces the airport’s reputation as a community -centered space, offering both a welcoming atmosphere and enhanced customer experience for all.
Palm Springs International Airport previously entered into agreement 23S165 with MIS Choice, Inc. for the Visitor Pass Subscription “Stay and Play” Pass for a term of one-year term, at a cost of $ 48,000. In January of 2025, the City entered into Amendment No. 1 with MIS Choice to extend the term an additional four months, through February 28, 2025, for an additional amount of 12,400, and a revised not to exceed amount of $60,400.
Following a successful launch of this program the Airport requested to further extend the agreement for ongoing services, and was notified that MIS Choice was underg oing a restructuring and prior to the extension for long term services the Agreement would need to be assigned to Aptaero, Inc. The City, MIS Choice and Aptaero entered into an Assignment, Assumption and Consent Agreement on March 12, 2025.
Item 1Q - Page 2
City Council Staff Report
July 9, 2025 - Page 3
Amend Software as a Service Agreement 23S165– Aptaero, Inc.
Amendment No. 2 was then entered into on May 8, 2025, to extend the term an additional four months, through June 30, 2025, for an additional amount of $9,300, for a revised not to exceed amount of $69,700.
STAFF ANALYSIS:
Airport Staff desire to continue utilizing these services and requests approval of Amendment No. 3 for a three-year term extension, through June 30, 2028. Aptaero, Inc. (formerly MIS Choice) provides these services through proprietary software, which is the sole source provider.
In accordance with City of Palm Springs Municipal Code Section 7.03.09 Special Procurement Methods pertaining to the use of sole sources, the department of Aviation and Information Technology is proposing to extend 23S165 an additional three-years.
Therefore, staff recommends approving Amendment No. 3 to Agreement 23S165 with Aptaero, Inc. for an additional amount of $118,120 for a revised contract amount not to exceed $187,820, for services provided from November 1, 2023, through June 30, 2028.
ENVIRONMENTAL ASSESSMENT
:
The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested action is to approve contracts for the above-mentioned services, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.
ALIGNMENT WITH STRATEGIC PLANNING:
The requested action aligns with the City Council Broad Goals of Economic Development, and Public Safety and Community Services.
FISCAL IMPACT:
Sufficient funds are budgeted in the current fiscal year - $37,200 is budgeted in the Airport Information Technology Software Account 4157021.50034; $38,340 is budgeted in Fiscal Year 2026-27 and $38,340 in Fiscal Year 2027-28.
Item 1Q - Page 3
City Council Staff Report
July 9, 2025 - Page 4
Amend Software as a Service Agreement 23S165– Aptaero, Inc.
REVIEWED BY:
Department Director: Larry Klingaman
Procurement and Contracting Director: Tabitha Richards
Deputy City Manager: Jeremy Hammond
City Manager: Scott Stiles
ATTACHMENTS:
A. Agreement
B. Business Disclosure Form
Item 1Q - Page 4
ATTACHMENT A
Item 1Q - Page 5
55575.18100\42913029.1
(BB&K 2024)
AMENDMENT NO. 3 TO THE SOFTWARE AS A SERVICE AGREEMENT
BETWEEN THE CITY PALM SPRINGS AND APTAERO, INC.
1. Parties and Date.
This Amendment No. 3 to the Software as a Service Agreement (23S165) is made and entered into as of this 9 th day of July, 2025, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Aptaero, Inc., an Illinois Corporation. City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”
2. Recitals.
2.1 Agreement. City and Contractor entered into an agreement titled “Software as a Service Agreement” dated June 5th (“Agreement”) for the purpose of retaining the services of Contractor to provide Airline Choice Gate Pass Solution in an amount of $48,000 a nd a term of November 1, 2023, to October 31, 2024.
2.2 First Amendment. City and Contractor entered into Amendment No. 1 to the Agreement, dated January 27 th, 2025, for the purpose of extending term of services and providing additional compensation.
2.3 Assignment, Assumption, and Consent Agreement. The City and Contractor has agreed to an Assignment, Assumption, and Consent Agreement on 12th March 2025 with MIS Choice Inc. for its operations and assigned responsibility for this Agreement and related personnel and assets to its affiliate, Aptaero, Inc.
2.3 Second Amendment. City and Contractor entered into Amendment No. 3 to the Agreement, dated May 8th, for the purpose of extending the term of service t o the fiscal year and provide additional compensation.
2.4 Amendment Purpose. City and Contractor now desire to amend the A greement to provide compensation for one month which was erroneously omitted from a previous amendment in the amount of $3,100. City and Contractor also desire to extend term of software services for an additional 3 years from 7/1/25 through 6/30/28 and provide compensation in the amount of $118,120.
2.5 Amendment Authority. This Amendment No. 3 is authorized pursuant to Section 5 of the Agreement.
3. Terms.
3.1 Amendment. Section 5A of the Agreement is hereby amended in its entirety to read as follows:
"The initial term of services under this Agreement will commence the day the web interface for the Services is accessible via the Internet, (within a commercially reasonable time after payment is received and will continue for a period of (4) four years and (8) months , commencing on 11/1/2023 through 6/30/ 2028. Either party can give the other party Item 1Q - Page 6
55575.18100\42913029.1
(BB&K 2024)
with no fewer than ninety (90) days notice of its intent not to renew, or unless terminated earlier under the terms contained within this Agreement.
“Exhibit A-1 and B , adding $118,1 20 is attached hereto and incorporated herein by reference for a new not to exceed amount of $187,820 to Aptaero, Inc."
3.2 Continuing Effect of Agreement . Except as amended by this Amendment No. 3, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 3 . From and after the date of this Amendment No. 3, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 3.
3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 3.
3.4 Severability. If any portion of this Amendment No. 3 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.5 Counterparts. This Amendment No. 3 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
Item 1Q - Page 7
55575.18100\42913029.1
(BB&K 2024)
SIGNATURE PAGE FOR AMENDMENT NO. 3 TO THE SOFTWARE AS A SERVICE
AGREEMENT
BETWEEN THE CITY PALM SPRINGS AND APTAERO, 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 $150,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
Item 1Q - Page 8
55575.18100\42913029.1
(BB&K 2024)
Exhibit A-1: Replacement Quote ending on June 30th 2025
Item 1Q - Page 9
R.. Agreement Modification
Palm Springs International Airport - PSP - 4 Month Agreement Extension Quote #: APT 7202
05/06/2025
Prepared For:
Palm Springs International Airport - PSP
Daniel Meier
3400 E. Tahquitz Canyon Way Suite 1
Palm Springs, CA 92262
Agreement Modification
Existing Agreement ID: AC5688
Service
4 Month Extension of Current Agreement
-Agreement Due to end on June 30th, 2025, to align with PS p's fi seal year Prepared By:
John Kiss
[email protected]
QTY
4 Total
Monthly Price
$3,100.00
$12,400.00
$12,400.00
This agreement modification will act as a supplement to the existing Master Services Agreement AC5688 . The fees outlined in th is modification will be in addition to existing agreement charges unless otherwise noted. Recurring services are subject to an annual cost increase of 3% unless otherwise specified .
Approve the modification by completing eSignature below.
Palm Springs International Airport - PSP
Apt aero, Inc. I JOO N Martlnga e Rd. SUlte 250 1 Sch,iumburg, IL 60173 Phone, +1 2242658020 [email protected] I www.aptaero.com Quote It: APT n02.
05/06/ 202.5
55575.18100\42913029.1
(BB&K 2024)
Exhibit B: Renewal Quote for Term 7/1/25 – 6/30/28
Item 1Q - Page 10
11-.. Agreement Modification
I
,Qi,ty of Pa[m S,prings •· 3 Year Renewal
Quote# : APT7211
05 / 28/ 2025
Prepared For:
Pal Sprllilgs I nterlilallonal Airport- PSP
Daniel Meier
3400 E. Tahquitz Canyon Way Suite 1
Palm Springs, CA 92262
Agreement Modification
Existing Agreement ID:AC5688
Servfi c.e
Piep,ared By:
John Kiss
John.k:[email protected]
Airlin,e Choice Gate Pass S-olution w/ Visitor Pass Portal ( uly 1, 2025 - June 30, 2026) Alr1in@ Cl"lolc@Gat@ Pass Solution w/ Vlslto, Pass Portal Airline Choice Gat,e Pass Solution w/ Visitor Pass P,ortal ( uly 1, 2026 - June, 30, 2027) Alr1in@ Cl"lolc@ Gal@ Pass SolutiOO w/ VlsltOt' Pass Po lal Airlin,e Choice Gate Pass S-olul iOlil w/ Visitor Pass Portal (July 1, 2027 - June 30, 2028) Alr1in@ Cl"lolc@Gat@ Pass Solution w/ Vlslto, Pass Portal Tota l
Month ly Price
$3,100.00
$3,1'95.00
$3,290.00
$11 5,020.,C)O
$11 5,020.00
This agree·· ,enl modification will act as a supplement to the existing Master Servi,oes Agree·· ent AC5688. The fees outlined in this modification will be in ad,dition to existing agr,eement charges unless otherwise noted. Recurring services ar,e subj,ecl to an annual cost incr,ease of 3% unless otherwise specilie,d.
Ap,p.rove ille modifieat1o:n li-y co~pl'eti'ng eSignatllre ~elow.
Pal'm Springs l11teu1atio11a1 Airport•· PSP
AlJl.l>ero, Inc. I 300 1a nga Rd.s 250 I Sdla•.m !1'9, L tiOl 73 ooe . +1 21,1 2li-5802il l "8 •@a u.e ro.oam I WW#.8 1lle,.,_oom Q,Jote •#. Al'T 7211
OS ,'28 ,' 2111'.5
ATTACHMENT B
Item 1Q - Page 11
Item 1Q - Page 12
1. 2. 3. 4. 5.
Name
of
Entity
Aptaero
Inc
PUBLIC
INTEGRITY
DISCLOSURE
APPLICANT
DISCLOSURE
FORM
Address
of
Entity
(Principal
Place
of
Business)
300
N
Martingale
Rd
Suite
250
Schaumburg,
IL
60173
Local
or
California
Address
(if
different
than
#2)
State
where
Entity
is
Registered
with
Secretary
of
State
Illinois
If
other
than
California,
is
the
Entity
also
registered
in
California?
[x]
Yes
D
No
Type
of
Entity
[x]
Corporation
D
Limited
Liability
Company
D
Partnership
D
Trust
D
Other
(please
specify)
6. Officers,
Directors,
Members,
Managers,
Trustees,
Other
Fiduciaries
(please
specify)
Note:
If
any
response
is
not
a
natural
person,
please
identify
all
officers,
directors,
members,
managers
and
other
fiduciaries
for
the
member,
manager,
trust,
or
other
entity
John
Kiss
D
Officer
[g]
Director
D
Member
D
Manager
[name]
D
General
Partner
D
Limited
Partner
Other
Alex
Kiss
[g]
Officer
D
Director
D
Member
D
Manager
[name]
D
General
Partner
D
Limited
Partner
D
Other
Max
Minkov
D
Officer
~
Director
D
Member
D
Manager
[name]
D
General
Partner
D
Limited
Partner
D
Other
Item 1Q - Page 13
7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity
EXAMPLE
JANE DOE 50%, ABC COMPANY, Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
A.
Alex Kiss 51 .17%, Aptaero Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
B.
John Kiss 17.44%, Aptaero Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
C.
Max Minkov 12.79%, Aptaero Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
D.
Lutz Austermeier 9.3%, Aptaero Inc.
[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 P?rty, Printed Name, Title
/.J J €J< ~hJen 1'. Ki JS"
pr"--s iel(Y1'1 r <I C~ o
/: ~
CITY COUNCIL STAFF REPORT
07/09/2025
SUBJECT:
INTRODUCE AND CONDUCT FIRST READING OF AN ORDINANCE ENTITLED, “AN ORDINANCE OF THE CITY OF PALM SPRINGS, CALIFORNIA, AMENDING CHAPTER 5.92 OF THE PALM SPRINGS MUNICIPAL CODE, STRICTLY
REGULATING CO-OWNED HOUSING UNITS, AND DETERMINING SUCH ACTION
TO BE EXEMPT FROM FURTHER ENVIRONMENTAL REVIEW PURSUANT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT”
RECOMMENDATION:
Introduce and conduct a first reading by title only, of an ordinance entitled, "AN
ORDINANCE OF THE CITY OF PALM SPRINGS, CALIFORNIA, AMENDING CHAPTER 5.92 OF THE PALM SPRINGS MUNICIPAL CODE, STRICTLY
REGULATING CO-OWNED HOUSING UNITS, AND DETERMINING SUCH ACTION
TO BE EXEMPT FROM FURTHER ENVIRONMENTAL REVIEW PURSUANT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT."
Attachments
Item 3A
CITY COUNCIL STAFF REPORT
DATE: JULY 9, 2025 BUSINESS & LEGISLATIVE
SUBJECT: INTRODUCE AND CONDUCT FIRST READING OF AN ORDINANCE ENTITLED, “AN ORDINANCE OF THE CITY OF PALM SPRINGS,
CALIFORNIA, AMENDING CHAPTER 5.92 OF THE PALM SPRINGS
MUNICIPAL CODE, STRICTLY REGULATING CO -OWNED HOUSING
UNITS, AND DETERMINING SUCH ACTION TO BE EXEMPT FROM
FURTHER ENVIRONMENTAL REVIEW PURSUANT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT”
FROM:
BY:
Scott C. Stiles, City Manager
Patrick Clifford, Assistant Director, Special Program Compliance
SUMMARY:
On June 25, 2025, the City Council noticed the second reading of an ordinance that included modifications to the July 2024 managed co- owned housing ordinance and the changes requested by City Council on June 11, 2025. At the June 25, 2025, meeting, the City Council directed staff to make additional changes to the Ordinance, which require the ordinance come back to Council for introduction and a first reading.
• Changed the discretionary language, specifically , in section 5.92.050(a) , the language was changed as follows: Upon the issuance of a third administrative citation for any violation of this chapter ^ in any twelve-month period ^, the city manager shall suspend or revoke the co-owned managed housing permit ^ for two years^.
RECOMMENDATION:
Introduce and conduct a first reading by title only, of an ordinance entitled:
AN ORDINANCE OF THE CITY OF PALM SPRINGS, CALIFORNIA,
AMENDING CHAPTER 5.92 OF THE PALM SPRINGS MUNICIPAL
CODE, STRICTLY REGULATING CO -OWNED HOUSING UNITS,
AND DETERMINING SUCH ACTION TO BE EXEMPT FROM
FURTHER ENVIRONMENTAL REVIEW PURSUANT TO
THE CALIFORNIA ENVIRONMENTAL QUALITY ACT
Item 3A - Page 1
City Council Staff Report
July 9, 2025 -- Page 2
Co-Owned Managed Housing Ordinance (First Reading)
BACKGROUND:
On July 9, 2024, Ordinance No. 2100 was introduced for first reading. On July 25, 2024, the City Council conducted a second reading of the ordinance, resulting in its adoption. As part of that second reading, the ordinance was pulled from the consent calendar portion of the agenda for discussion, and several revisions were requested by Council, which are outlined herein. Rather than incorporating those changes into the ordinance that was set for second reading, which incorporation would have required another first and second reading, the Council adopted the ordinance, and directed City staff to bring back another ordinanc e, amending the provisions as discussed below. The Co-Owned Managed Housing ordinance is codified in the City’s Municipal Code as Chapter 5.92.
At the July 25, 2024 , Council meeting, the City Council reviewed proposed modifications to the Co- Owned Managed Housing Ordinance (Palm Springs Municipal Code Section
5.92) and proposed the following additional changes to be made in the future. • Cap Termination Process:
Modify the ordinance to eliminate the automatic three-year expiration of the 30- home cap on fractional ownership properties. Future changes to this cap would instead require affirmative Council action.
• Daytime Guest Occupancy Limits:
Add occupancy limits consistent with those for vacation rentals—no more than two persons per bedroom, plus any minor children (12 or under), and up to four (4) additional daytime guests.
At the June 11, 2025, Council meeting, Council discussed the above items and the following items were brought forward by staff.
• Clarification of “Median House Price”:
Staff recommend clarifying that the median price referenced in the ordinance should be based on single-family residential sales only, excluding condominiums.
This clarification aligns with the ordinance’s intent to preserve affordable housing by applying the 2X pricing standard to single-family homes only. • Permitting Process Requirements:
Staff identified the need to explicitly list required documentation for fractional ownership permit applications in the ordinance.
On June 11, 2025, (Item 3B & Supplemental Report) the City Council conducted the first reading (introduction) of an ordinance that makes the modifications noted above to the July 2024 managed co- owned housing ordinance. T he City Council also made the following changes to the ordinance:
• Changed the discretionary language, authorizing the City Manager to revoke a managed co-owned housing permit after the third violation. Specifically, in section
5.92.050(a), the language was changed as follows: “ Upon the issuance of a third administrative citation for any violation of this chapter, the city manager may shall Item 3A - Page 2
City Council Staff Report
July 9, 2025 -- Page 3
Co-Owned Managed Housing Ordinance (First Reading)
suspend or revoke the co-owned managed housing permit.” • Required all existing managed co- owned housing units to come into compliance with this ordinance within thirty (30) days.
STAFF ANALYSIS:
City staff recommend the City Council incorporate the following changes requested at the meetings of: July 25, 2024, June 11, 2025, and June 25, 2025. • Cap Termination Process: Modify the ordinance to eliminate the automatic three- year expiration of the 30-home cap on fractional ownership properties. Future changes to this cap would instead require affirmative Council action. • Daytime Guest Occupancy Limits: Add occupancy limits consistent with those for vacation rentals—no more than two persons per bedroom, plus any minor children (12 or under), and up to four (4) additional daytime guests. • Clarification of “Median House Price”: Clarify the median price referenced in the ordinance should be based on single-family residential sales only, excluding condominiums. This clarification aligns with the ordinance’s intent to preserve affordable housing by applying the 2X pricing standard to single-family homes only. • Permitting Process Requirements: List required documentation for fractional ownership permit applications in the ordinance.
• Require all existing managed co-owned housing units to come into compliance with this ordinance within thirty (30) days.
• Change discretionary language in section 5.92.050(a) to reflect the provision in section 5.25.090(b) of the Vacation Rental Ordinance. Specifically, 5.92.050(a) in the proposed ordinance now states , “Upon the third violation of this chapter in any twelve-month period, the city manager shall suspend the co- owned managed housing permit for two years.”
As with other ordinances, it would require two readings by City Council and would be effective thirty (30) days thereafter.
ENVIRONMENTAL ASSESSMENT:
This Ordinance is not subject to the California Environmental Quality Act (Public Resources Code Section 21000 et seq.) pursuant to Section 15060(c)(2) and 15060(c)(3) of the State Guidelines, because this Ordinance will not result in a direct or reasonably foreseeable indirect physical change in the environment and is not a “project” as that term is defined in Section 15378 of the State Guidelines. In addition, this Ordinance consists of regulations intended to ensure that co- managed owned property use of residential property, with the strict regulations implemented by the subject ordinance, remains consistent with other residential uses of property within the City and thereby preserves the residential character of the City’s residential neighborhoods as identified in the City’s adopted General Plan, and its concomitant Environmental Impact Report. Thus, to the extent there is any environmental impact for the adoption of this Ordinance, the Environmental Impact Report for the adopted General Plan is the controlling environmental document.
Item 3A - Page 3
City Council Staff Report
July 9, 2025 -- Page 4
Co-Owned Managed Housing Ordinance (First Reading)
ALIGNMENT WITH STRATEGIC PLANNING:
This agenda item aligns with the City Council’s goal of focusing on items that impact quality of life, by ensuring that residential properties that are co-owned by multiple owners do not become a nuisance to neighbors or unduly impact affordability of homes within the City.
FISCAL IMPACT:
Any regulatory approach would be accompanied by a regulatory fee that would be collected by the City to appropriately offset the costs of administering the regulatory program.
REVIEWED BY:
Assistant Department Director: Patrick Clifford
Assistant City Manager: Teresa Gallavan
City Attorney: Jeffrey S. Ballinger
City Manager: Scott Stiles
ATTACHMENTS:
A. Ordinance
Item 3A - Page 4
ATT
ACHMENT A
Item 3A - Page 5
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF PALM SPRINGS,
CALIFORNIA, AMENDING CHAPTER 5.92 OF THE PALM
SPRINGS MUNICIPAL CODE, STRICTLY REGULATING CO -
OWNED HOUSING UNITS, AND DETERMINING SUCH ACTION
TO BE EXEMPT FROM FURTHER ENVIRONMENTAL REVIEW
PURSUANT TO THE CALIFORNIA ENVIRONMENTAL QUALITY
ACT (CEQA)
City Attorney’s Summary
This Ordinance amends Chapter 5.92 of the City’s existing Municipal Code provisions related to the strict regulation of certain managed co-owned housing units.
WHEREAS, on July 25, 2024, the City Council adopted Ordinance No. 2100, enacting Palm Springs Municipal Code Chapter 5.92, strictly regulating co-owned housing units; and
WHEREAS, at the time of such ordinance adoption, the City Council directed City staff to bring back an ordinance at a later date, amending certain sections of Ordinance 2100, in accordance with the direction provided by the City Council.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DOES HEREBY ORDAIN AS FOLLOWS:
SECTION 1 . Findings. That the findings and determinations reflected above are true and correct, and are incorporated by this reference herein as the cause and foundation for the action taken by and through this Ordinance.
SECTION 2. Code Amendment. Chapter 5.92 of the Palm Springs Municipal Code (Co-Owned Managed Housing) is hereby adopted, amended and replaced in its entirety, as set forth in Exhibit “A”, attached hereto and incorporated herein by this reference.
SECTION 3. CEQA. The City Council finds and determines that this Ordinance is not subject to the California Environmental Quality Act (Public Resources Code Section 21000 et seq.) pursuant to Section 15060(c)(2) and 15060(c)(3) of the State Guidelines, because this Ordinance will not result in a direct or reasonably foreseeable indirect physical change in the environment and is not a “project” as that term is defined in Section 15378 of the State Guidelines. In addition, the City Council also determines that this Ordinance consists of regulations intended to ensure that co- managed owned property use of residential property, with the strict regulations implemented by the subject ordinance, remains consistent with other residential uses of property within the City and thereby preserves the residential character of the City’s residential neighborhoods as identified in the City’s adopted General Plan, and its concomitant Environmental Impact Report. Thus, to the extent there is any environmental impact for the adoption of this
Item 3A - Page 6
Ordinance No.
Ordinance, the City Council finds that the Environmental Impact Report for the adopted General Plan is the controlling environmental document.
SECTION 4. SEVERABILITY. The provisions of this Ordinance are severable. If any portion, section, subsection, paragraph, clause, sentence, phrase, work, or application of this Ordinance is for any reason held to be invalid by a decision of any court of competent jurisdiction, that decision shall not affect the validity of the remaining portions of this Ordinance. The City Council declares that it would have adopted this Ordinance and each and every portion, section, subsection, paragraph, clause, sentence, phrase, word and application not declared invalid or unconstitutional without regard to whether any portion of this ordinance or application thereof would be subsequently declared invalid.
ADOPTED this 9th day of July 2025.
RON DEHARTE, MAYOR
ATTEST:
BRENDA PREE, CITY CLERK
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Ordinance 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 Ordinance No. is a full, true and correct copy, and was introduced by the City Council at a regular meeting held on the 11th day of June, 2025 and was duly adopted at a regular meeting of the City Council of the City of Palm Springs on June 25, 2025, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
BRENDA PREE, CITY CLERK
City of Palm Springs, California
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EXHIBIT “A”
Chapter 5.92 CO-OWNED MANAGED HOUSING
§ 5.92.010 Definitions.
§ 5.92.020 Co-owned housing unit permit required.
§ 5.92.030 Operational standards.
§ 5.92.040 Administrative regulations.
§ 5.92.050 Violations.
§ 5.92.060 Application to pre-existing co-owned housing units.
§ 5.92.010 Definitions.
"Co-owned housing unit" means a residential dwelling unit, managed by a co-owned property manager, and utilized for occupancy for dwelling, lodging, or sleeping purposes by up to 10 owners or 10 members of a limited-liability company that owns the dwelling unit, along with guests. The term "co- owned housing unit" is not a time -share project, as defined in Palm Springs Zoning Code Section
93.23.11(A), and usage of a co- owned housing unit is not a t ime-share use. Notwithstanding the foregoing sentence, if the property is not managed by a co- owned property manager or is being managed without a co- owned housing unit permit, and the use of a property otherwise meets the definition of a time-share pursuant to Section 93.23.11(A), the use of that property shall be deemed a time-share use, subject to the regulation and prohibition of such by the city of Palm Springs.
"Co-owned housing unit citywide cap" means the maximum number of co-owned housing units within the city, as such cap may be established and amended from time to time by city council resolution. The co-owned housing unit citywide cap is hereby set at thirty (30) co-owned housing units. The city shall study the impact of co-owned housing units in the city council and may adjust the co-owned housing unit citywide cap by ordinance or resolution. The City Council intends to review the co-owned housing unit citywide cap prior to July 25, 2027.
"Co-owned housing unit neighborhood cap" means the maximum number of co- owned housing units allowed by the city council in each neighborhood. The co- owned housing unit neighborhood cap is hereby set at two per neighborhood. The city shall study the impact of co - owned housing units in the city council and may adjust the co-owned housing unit citywide cap by ordinance or resolution.
"Co-owned housing unit permit" means a permit granted to a co-owned property manager for each co- owned housing unit under management.
"Co-owned property manager" means a person, corporation, trust, or entity that manages a co-owned housing unit, including providing cleaning services and maintenance of the co-owned housing unit, on behalf of the owners of the co- owned housing unit. The term co- owned property manager does not include software used by the owners of a co-owned housing unit to self-manage the co-owned housing unit.
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"Director" means the city of Palm Springs director of special programs, or his or her designee.
"Good neighbor policy" is a policy that governs the operation of a co -owned housing unit that summarizes general rules of conduct, occupancy limits, consideration, and respect, including, without limitation, provisions of Section 5.25.030 of the Municipal Code applicable to, or expected of, owners and guests.
"Guests" means any guests of an owner of a co-owned housing unit who have not provided compensation to an owner for dwelling, lodging, and sleeping purposes and are present in the co- owned housing unit while an owner is on site and in the home.
"Local contact person" means a property management company, real estate broker, or agent, lawyer, or other individual that resides within 25 miles of the co-owned housing unit. The local contact person must be: (1) available by telephone, or otherwise, 24 hours per day; (2) able to respond to telephone inquiries within one hour of the receipt of inquiry; (3) authorized by the owner to take remedial action when responding to any violation of this code or the good neighbor policy; and (4) designated as the owner's agent for receiving all official communications from the city.
"Neighborhood" means a city-recognized neighborhood, as set forth in Palm Springs Municipal Code Chapter 2.55 (Office of Neighborhoods). For those areas within the city that are not located within a city-recognized neighborhood, the city council may, by ordinance or resolution, determine that, for purposes of this chapter only, such area is contained in a particular city- recognized neighborhood, or the city council may recognize, for purposes of this chapter only, a new neighborhood.
"Operating agreement" an agreement that determines how the co -owned housing unit is used, how to divide shares, and how the costs are shared.
"Owner" means the limited-liability company, natural person or persons who is/are the owner of record of the co-owned housing unit. The term "owner" also includes members of the property specific limited- liability company, tenancy in common, or real estate trust.
§ 5.92.020 Co-owned housing unit permit required.
(a) The occupancy of a co-owned housing unit without a co-owned housing unit permit is prohibited.
(b) Prior to the dwelling's occupancy as a co-owned housing unit, and annually thereafter, a co-owned property manager shall obtain a permit for each co-owned housing unit in the city. (c) The city shall not issue a new co- owned housing unit permit for a property unless the property has a recorded purchase price greater than two times of the then median housing price within the City of single family residences (but not including other residential housing units, such as residential condominiums), measured at the date that the application for the co-owned housing unit is deemed complete.
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(d) The city shall not issue a new co -owned housing unit permit for a property in any neighborhood in which the VR neighborhood percentage cap, as outlined in Palm Springs Municipal Code Chapter 5.25 has been exceeded.
(e) Prior to, and as a condition precedent to, the city's issuance of a co-owned housing unit permit, a co-owned property manager shall submit an affidavit, signed under penalty of perjury, declaring that all owners of the co-owned housing unit have adopted a good neighbor policy, which shall be binding on the owner(s) of the co -owned housing unit for so long as the property is used as a co-owned housing unit, and which must contain the following requirements:
(1) Noise. Occupants of the co-owned housing unit shall comply with all provisions of the city's noise ordinance, Palm Springs Municipal Code Chapter 11.74. (2) Parking. Occupants of the co- owned housing unit shall comply with all provisions of the city's parking regulations applicable to residential units. In addition, all owners and guests of co -owned housing units shall park their vehicles on the property of the co-owned housing unit whenever sufficient parking space is available at the property. (3) Trash. Trash and refuse shall not be left stored within public view, except in proper containers for the purpose of collection by the authorized collectors and between the hours of 5:00 a.m. and 8:00 p.m. on scheduled trash collection days. The owner of the co-owned unit shall use reasonably prudent property ownership/management practices to ensure compliance with all the provisions of Chapter 6.04 of this code (Waste Disposal and Diversion), and shall provide "walk-in service."
(4) Occupancy Limits. The maximum number of occupants shall be no more than two persons per bedroom within the co- owned housing unit, plus any minor children (defined for purposes of this chapter as age 12 or under). The owner may also allow up to four (4) daytime occupants in addition to the total number of guests allowed for overnight occupancy pursuant to this subsection. For purposes of this subsection, “daytime” shall be the hours between 10:00 a.m. and 10:00 p.m. of the same day. (5) Home Repairs and Maintenance. Property repairs and maintenance (external and internal), garden and yard maintenance, and pool cleaning and maintenance shall be prohibited between the hours of 5:00 pm on Friday through 8:00 am on Monday, except in the case of an emergency or the occurrence of an unexpected event that reasonably warrants a more timely or immediate response.
(6) Legal Compliance. All owners must comply with the provisions of this Chapter
5.92 of the Palm Springs Municipal Code.
(7) In addition to the above requirements, each application for a new or renewed co-owned housing unit permit shall include the following:
(A) A true and correct copy of a government issued identification for each owner, including every member of any corporate entity, of the co-owned housing unit.
(B) Documentation on the ownership and management of the corporate entity owner, including, without limitation, articles of incorporation and the Operating Agreement.
(C) If the owner, including any member of a corporate entity, is trust, a true and correct copy of the trust certificate.
(D) A copy of the property’s grant deed, file stamped as recorded in the Riverside County Recorder’s Office.
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(E) The Good Neighbor Affidavit referenced in this Section
5.92.020(e)).
(F) A true and correct copy of the affidavit referenced in Section
5.92.020(m)(2)) (no short term rentals).
(f) A co -owned property manager applying for a co- owned housing unit permit must provide evidence of a valid business license issued by the city for the separate business of operating co-owned housing units or submission of a certificate indicating that the owner is exempt or otherwise not covered by the city's business tax ordinance (Palm Springs Municipal Code, Title 3, Division II) for such activity. The co-owned property manager shall maintain such license in good standing, including timely payment of the applicable business license tax, for so long as the co- owned property manager provides management services within the city. (g) The city shall not issue a co-owned housing unit permit for a property that is within 500 feet of the outer property line of any other co-owned housing unit. (h) The city shall not issue any new co -owned housing unit permit for any property that previously had a vacation rental permit revoked in the 24-month period prior to the acquisition of that property by the owner.
(i) The city shall not issue a co-owned housing unit permit for a property unless the owner obtains the following insurance coverage: (1) a policy of fire and casualty insurance covering the property and personal property in the co- owned housing unit in an amount equal to the full replacement value of the property and the estimated value of the personal property in the co-owned housing unit; and (2) a policy of general liability insurance that include liabilities arising from usage of the co-owned housing unit by all owners and guests, with limits of liability not less than $2,000,000. The owner shall maintain such policy for so long as the property is used as a co-owned housing unit.
(j) The co-owned housing unit permit shall be subject to renewal annually pursuant to procedures provided by the director. Unless so renewed, the co- owned housing unit permit shall expire one year following the date of its last issuance. (k) The director shall process applications for co-owned housing unit permits in the order in which complete applications therefore are received by the Special Programs Department. (l) Fees for a co -owned housing unit permit will be established by resolution of the city council and shall not exceed $5,000.
(m) A co-owned property manager shall at all times comply with the following minimum requirements and management regulations:
(1) A co-owned property manager must identify a local contact person. The name, physical address, email address, and telephone number associated with any co- owned property manager and local contact person shall be provided to the city in writing, and written notice of any change to the foregoing shall be provided to the city within three calendar days following any change.
(2) All co-owned property managers and each individual owner shall be required to sign a sworn affidavit agreeing and acknowledging that short-term rentals are prohibited in the co-owned housing unit.
(3) A
co -owned property manager must ensure that each co -owned housing unit managed by the manager is governed by an operating agreement. (4) A co-owned property manager must provide the director, at the written request of the director, with a copy of the operating agreement. Such copy shall be provided to the director within three calendar days following the director's written request.
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(5) Within three calendar days after a request by the director, the co-owned property manager must provide the name and contact information of any owner that was residing at the co-owned housing unit during a time period when the director alleges a violation of this chapter has occurred.
(6) A co-owned property manager must provide or contract for the provision of yard maintenance services, including landscaping, weed control, and irrigation to a level that is consistent with the level of landscaping and maintenance on adjoining and nearby properties.
(7) A co-owned property manager must provide or contract for the provision of structural maintenance of any buildings on the property. (8) A co-owned property manager must provide or contract for the provision of routine upkeep, including painting and repair, to a level that is consistent with the level of maintenance on adjoining or nearby properties.
(9) A co-owned property manager must require the co- owners and guests of any co-owned housing unit adopt and adhere to the good neighbor policy described in Section
5.92.020(e).
(10) Within three calendar days after a written request by the director, the co-owned property manager must provide documentation demonstrating that the co -owned property manager has complied with the requirements of this subsection.
§ 5.92.030 Operational standards.
(a) No co-owned housing unit shall be used as vacation rental or for homesharing. (b) No weddings or commercial events shall be conducted at a co-owned housing unit. (c) Any radio receiver, musical instrument, phonograph, loudspeaker, sound amplifier, or any machine or device for the producing or reproducing of any sound shall be conducted within a fully enclosed co-owned housing unit and shall not be audible at the property line of the co-owned housing unit.
(d) No co-owned housing unit shall be used by any guest(s) without a co-owner present.
§ 5.92.040 Administrative regulations.
The city manager shall have the authority to establish administrative rules and regulations, which may include, but are not limited to, registration conditions, property valuation determinations, reporting requirements, inspection frequencies, enforcement procedures, disclosure requirements, or insurance requirements, consistent with the provisions of this chapter, for the purpose of implementing, interpreting, clarifying, carrying out, furthering, and enforcing the requirements and the provisions of this chapter. No person shall fail to comply with any such regulation. A copy of such administrative rules and regulations shall be maintained on file in the office of the city clerk.
§ 5.92.050 Violations.
(a) Any person who violates a provision of this chapter is subject to criminal sanctions and administrative penalties pursuant to Chapter 1.06 of this code and the specific penalties as provided in this chapter. Any person who uses, or allows, or causes, the use of property in violation of the Item 3A - Page 13
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provisions in this chapter is guilty of a misdemeanor for each day in which such property is used, caused to be used, or allowed to be used, in violation of this chapter. Except as specifically set forth differently below, an administrative citation issued pursuant to Chapter 1.06 for a first violation shall be $500 and each subsequent violation shall be $1,000. Each administrative citation for a violation of any provision of this chapter may be levied or assessed against the co -owner(s), the co-owned property manager, or guest, or all of them, depending on who is responsible for committing, causing, or permitting such violation to occur. Upon the third violation of this chapter in any twelve-month period, the city manager shall suspend the co-owned managed housing permit for two years. (b) Any co- owned property manager who manages a co -owned housing unit without obtaining a co -owned property management permit is subject to criminal sanctions and administrative penalties pursuant to Chapter 1.06 of this code. An administrative citation issued pursuant to Chapter 1.06 for a first violation shall be $5,000 and each subsequent vi olation shall be $10,000.
(c) Any co-owned property manager or any other person that uses, causes to be used, or allows to be used, a co- owned housing unit as a vacation rental or for homesharing is subject to criminal sanctions and administrative penalties pursuant to Chapter 1.06 of this code. An administrative citation issued pursuant to Chapter 1.06 for a first violation of this subsection (c) shall be $5,000 and each subsequent violation shall be $10,000. (d) Any owner of a co -owned housing unit who violates, causes to violate, or allows a violation, of any ordinance related to noise, nuisance, parking, trash, occupancy limits, or the prohibition of weddings or commercial events, shall be punishable by administrative fines and/or remedies as specified in the provisions of the municipal code. An administrative citation issued pursuant to Chapter 1.06 for a first violation under this subsection (d) shall be $2,500, $5,000 for a second violation in any 12-month period, and $10,000 for a third, and any subsequent violation in any 12-month period.
(e) Any person who fails to pay any fine, fee or charge provided in this chapter within the time required, shall pay a penalty in the amounts established by the city council by resolution.
Such penalty may also include interest, at the rate of 10 percent per annum, from the date on which the fine, fee or charge became due and payable to the city until the date of payment. (f) The filing of knowingly false claims against a co- owned property manager and/or co - owned housing unit is prohibited. An administrative citation issued pursuant to Chapter 1.06 for a first violation of this subsection (f) shall be $5,000 and each subsequent violation shall be $10,000. (g) Notwithstanding any provision contained in Chapter 1.06 to the contrary, no pre - citation or courtesy notice shall be required prior to the issuance of any citation or administrative penalty pursuant to this chapter.
§ 5.92.060 Application to pre-existing co-owned housing units.
Any co-owned housing unit in which in which an interest was sold prior to March 10, 2022 shall be subject to the regulatory provisions of this chapter. Each and every managed co -owned housing unit within the City shall be required to obtain a permit and otherwise be in compliance with this Chapter within thirty (30) days following the effectiveness of the ordinance adopting this Chapter.
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CITY COUNCIL STAFF REPORT
07/09/2025
SUBJECT:
CONSIDERATION AND APPROVAL OF AMENDMENT NO. 6 TO DESTINATION PALM SPRINGS AGREEMENT – PS RESORTS
RECOMMENDATION:
Approve a three-year extension in the form of Amendment No. 6 of the Palm Springs Agreement with PS Resorts (A6187); and
1. Authorize the City Manager to execute any documentation required.2.
Attachments
Item 3B
CITY COUNCIL STAFF REPORT
DATE: JULY 9 , 2025 BUSINESS & LEGISLATIVE
SUBJECT: CONSIDERATION AND APPROVAL OF AMENDMENT NO. 6 TO DESTINATION PALM SPRINGS AGREEMENT – PS RESORTS
FROM: Scott C. Stiles, City Manager
BY: Wayne Olson, Chief Economic Development Officer
SUMMARY:
The City Council is requested to exercise the three- year extension option to th e Destination Palm Springs Agreement with PS Resorts, a California mutual benefit corporation, to extend the existing agreement for a period of three years effective January 1, 2026 through Dec 31, 2028, at which time a new term may be initiated, if desired.
RECOMMENDATION:
1) Approve a three-year extension in the form of Amendment No. 6 (Attachment A) of the Palm Springs Agreement with PS Resorts (A6187); and
2) Authorize the City Manager to execute any documentation required.
BUSINESS PRINCIPAL DISCLOSURE:
PS Resorts is a California mutual benefit corporation. Mutual benefit corporations , like other not -for-profit organizations, are created for social welfare purposes within the meaning of Internal Revenue Code section 501(c)(4). They have no “owners” in the sense that for-profit corporations do. As of July 1, 2025, the leadership of PS Resorts is Peggy Trott, Chairperson; Celeste Brackley, Vice Chairperson; Shannon Anderson, Secretary; and, Robert Hunt, Treasurer.
BACKGROUND:
In May of 2012, the City of Palm Springs and PS Resorts entered into a “Destination Palm Springs A greement.” PS Resorts was established as a mutual benefit corporation, consisting of representatives from each of the resort hotels within the City, who charge “resort fees” to guests staying at their hotels. The stated corporate purpose of PS Resorts Item 3B - Page 1
City Council Staff Report
July 9, 2025 -- Page 2
PS Resorts Agreement | Amendment No. 6
is to “create, foster, and enhance events, attractions and activities that would attract visitors to Palm Springs, and otherwise promote Palm Springs as a premier destination.” The 2012 agreement provided that, of the transient occupancy tax (TOT) that the City collected attributable to the “resort fees” (i.e., the “Resort Fee TOT”), the City would grant to PS Resorts fifty percent (50%) of that Resort Fee TOT. PS Resorts uses this revenue solely for the purposes of developing and facilitating events and attractions that directly relate to the City’s tourism efforts, including special events and parades, conventions, and other activities that are intended to generate more visitors to Palm Springs to increase hotel room occupancy rates thereby increasing business for the City’s retailers, restaurants and bars.
The Agreement has been amended five times to extend the term of the agreement , the last of which extended the Agreement to January 1, 2026. Among the terms and conditions that were previously amended was creating an obligation of PS Resorts to fund a minimum of $225,000 annually for events, programs and activities as approved by the City Council. Staff and PS Resorts has met and PS Resorts is open to Council identifying additional dollars that can be rebated to the City due to increase in production costs since the last amendment, if desired.
Prior actions and the original agreement can be found in Attachment B.
STAFF ANALYSIS:
The c
urrent recommendation is to exercise the extension of PS Resorts for three years, effective January 1, 2026, and running through December 31, 2028. The letter of request is found in Attachment C. The Council may also wish to revisit the $225,000 contribution and consider establishing an increase reflective of the increase in costs of event production.
Staff recommends this extension to ensure PS Resorts can continue to support the various tourism events in Palm Springs, with greater emphasis on events that will significantly increase local tourism in the post -COVID environment. Sustained revenue for PS Resorts will allow it to begin planning for future events beyond the term of the current contract, particularly for events in the planning stages in 2025, but with production beyond the termination date of the current agreement.
Examples of the types of events supported by PS Resorts over the last several years includes helping to underwrite and decrease the cost of major conventions and with major events (i.e. Splash House, Tour de Palm Springs, PS Pride, Modernism Week), and with other new and local start -up events that are intended to expand the variety and type of attractions in Palm Springs to increase the number of tourists visiting the City.
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City Council Staff Report
July 9, 2025 -- Page 3
PS Resorts Agreement | Amendment No. 6
ENVIRONMENTAL IMPACT:
Pursuant to the California Environmental Quality Act (CEQA), this item is categorically exempt under CEQA, in that it can be seen with certainty that there is no possibility that this action will have any effect on the environment.
FISCAL IMPACT:
As stated, the Agreement is funded solely by the Resort Fee TOT that is generated by the resort hotels that make up the members of PS Resorts. This funding has provided a stream of revenue to PS Resorts that was allocated directly back to tourism -related activities in Palm Springs, further enhancing and promoting Palm Springs and increasing business for all the City’s hotels, restaurants, bars and retailers.
In the current fiscal year budget, it is anticipated that PS Resorts would receive $781,000.
Also, in accordance with the terms of the Agreement, PS Resorts will allocate $225,000 annually of its Resort Fee TOT revenue to events specifically identified by the City Council, unless the Council chooses to increase that amount.
REVIEWED BY:
Department Director: Wayne Olson
City Manager: Scott Stiles
ATTACHMENTS:
A. Amendment No. 6
B. Prior actions and original agreement
C. Letter from PS Resorts.
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ATTACHMENT A
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AMENDMENT NO. 6 TO
DESTINATION PALM SPRINGS AGREEMENT
BETWEEN
THE CITY OF PALM SPRINGS
AND
PS RESORTS
This Amendment No.6 to the Destination Palm Springs Agreement (“Amendment No. 6”) is made and entered into as of July 9, 2025, by and between the City of Palm Springs (a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 3200 E. Tahquitz Canyon Way, Palm Springs, California 92262)(“City”) and PS Resorts, a California mutual benefit corporation with its principal place of business at the Chamber of Commerce Offices, 190 West Amado Road, Palm Springs, California 92262) (“PS Resorts ”). City and Consultant are sometimes referred to herein individually as a “Party” and collectively as “Parties”.
RECITALS
A. The Parties entered into a funding agreement dated February 28, 2012, to create, foster, and enhance events, attractions, and activities that will attract visitors to the City and otherwise promote the City as a premier destination (“Agreement”); and B. The Parties amended the Agreement five times (December 6, 2013; March 15, 2017; November 16, 2019; November 12, 2020; and February 1, 2021) to modify certain conditions and extend the term for continued performance of the services; and C. Amendment No. 5 extended the term of the Agreement to December 31, 2025; and
D. On June 6, 2025, PS Resorts submitted a letter to the City , requesting to extend the Agreement for an additional ten (10) year term with a new expiration date of December 31, 2035; and
E. T he Parties now desire to further amend the Agreement to extend the term for an additional ten (10) years to allow PS Resorts to fully plan for local tourism activities to be held in the City.
NOW, THEREFORE, the Parties mutually agree as follows:
AGREEMENT
In consideration of the promises and covenants contained in this Amendment No. 6 and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and PS Resorts agree:
1. Incorporation of Recitals. The recitals listed above are true and correct, and are hereby incorporated herein by this reference.
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2. Term. Section 1 of the Agreement is amended to read as follows:
“Unless earlier terminated in accordance with Section 15 of this Agreement, this Agreement shall continue in full force and effect for a period of ten (10) years, effective January 1, 2026, and lasting until December 31, 2025.”
3. Continuing Effect of Agreement . Except as amended by this Amendment No. 6, all provisions of the shall remain in full force and effect; and shall govern the actions of the Parties under this Amendment No. 6. Whenever the term “Agreement” appears in the original Agreement from and after the date of this Amendment No. 6, it shall mean the Agreement as amended by this Amendment No. 6.
4. Execution. This Amendment No. 6 may be signed using an electronic signature. This Amend ment No. 6 may be signed in counterparts, each of which shall constitute an original.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR
AMENDMENT NO. 6 TO
DESTINATION PALM SPRINGS AGREEMENT
BETWEEN
THE CITY OF PALM SPRINGS
AND
PS RESORTS
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on the Effective Date.
CITY OF PALM SPRINGS
APPROVED BY:
Scott Stiles
City Manager
Attested By:
Brenda Pree, MMC,
CERA
City Clerk
APPROVED AS TO FORM:
Jeffrey S. Ballinger
City Attorney
PS RESORTS
Peggy Trott, Chief Executive Officer
Shannon Anderson, Secretary
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ATTACHMENT B
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CITY COUNCIL STAFF REPORT
DATE: January 14, 2021 CONSENT CALENDAR
SUBJECT: CONSIDERATION AND APPROVAL OF AMENDMENT NO. 5 TO DESTINATION PALM SPRINGS AGREEMENT-PS RESORTS.
FROM: David H. Ready, City Manager
BY: Marcus L. Fuller, Assistant City Manager
SUMMARY
The City Council is requested to consider and approve Amendment No. 5 to the Destination Palm Springs Agreement with PS Resorts, a California mutual benefit corporation, to extend the existing agreement for a period of five years effective January 1, 2021, with one optional three-year extension.
RECOMMENDATION:
1. Approve Amendment No. 5 to the Destination Palm Springs Agreement with PS Resorts (A6187); and
2. Authorize the City Manager to execute the amendment.
BUSINESS PRINCIPAL DISCLOSURE:
PS Resorts is a California mutual benefit corporation. Mutual benefit corporations, like other not-for-profit organizations, are created for social welfare purposes within the meaning of Internal Revenue Code section 501(c)(4). They have no "owners" in the sense that for-profit corporations do. A search of the Secretary of State of California shows that, as of January 22, 2020, Aftab Dada was the Chief Executive Officer of PS Resorts, Robert Hunt is the Secretary, and Steven Boswell is the Chief Financial Officer. Tamara Stevens is listed as the Executive Administrator. f;C:M NO. J.. AA
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City Council Staff Report
January 14, 2021 -Page 2
PS Resorts Agreement I Amendment No. 5
BACKGROUND:
In May of 2012, the City of Palm Springs and PS Resorts entered into a "Destination Palm Springs Agreement." PS Resorts was established as a mutual benefit corporation, consisting of representatives from each of the resort hotels within the City, who charge "resort fees" to guests staying at their hotels. The stated corporate purpose of PS Resorts is to "create, foster, and enhance events, attractions and activities that would attract visitors to Palm Springs, and otherwise promote Palm Springs as a premier destination."
The 2012 agreement provided that, of the transient occupancy tax (TOT) that the City collected attributable to the "resort fees" (i.e., the "Resort Fee TOr), the City would grant to PS Resorts fifty percent (50%) of that Resort Fee TOT. PS Resorts uses this revenue solely for the purposes of developing and facilitating events and attractions that directly relate to the City's tourism efforts, including special events and parades, conventions, and other activities that are intended to generate more visitors to Palm Springs to increase hotel room occupancy rates thereby increasing business for the City's retailers, restaurants and bars.
The Agreement has been amended four times to extend the term of the agreement to December 31, 2020. Among the terms and conditions that were previously amended was creating an obligation of PS Resorts to fund a minimum of $225,000 annually for events, programs and activities as approved by the City Council.
STAFF ANALYSIS:
The current recommendation is to amend the existing agreement with PS Resorts for a fixed term of five years, effective January 1, 2021, with one optional three-year extension with mutual approval of the City Council and PS Resorts.
Staff recommends this extension to ensure PS Resorts can continue to support the various tourism events in Palm Springs, with greater emphasis on events that will significantly increase local tourism in the post-COVID environment. Sustained revenue for PS Resorts will allow it to begin planning for future events that can be scheduled later in 2021 once the public health crisis caused by the COVID pandemic has ended and the City's local tourism economy can fully reopen without any restrictions.
Examples of the types of events supported by PS Resorts over the last several years includes helping to underwrite and decrease the cost of major conventions held at the Convention Center (i.e. ESRI), and with major events (i.e. Splash House, Tour de Palm Springs, PS Pride, Modernism Week), and with other new and local start-up events that are intended to expand the variety and type of attractions in Palm Springs to increase the number of tourists visiting the City.
2 Item 3B - Page 11
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with
certainty
that
there
is
no
possibility
that
this
action
will
have
any
effect
on
the
environment.
FISCAL
IMPACT:
As
stated,
the
Agreement
is
funded
solely
by
the
Resort
Fee
TOT
that
is
generated
by
the
resort
hotels
that
make
up
the
members
of
PS
Resorts.
This
funding
has
provided
a
stream
of
revenue
to
PS
Resorts
that
was
allocated
directly
back
to
tourism-related
activities
in
Palm
Springs,
further
enhancing
and
promoting
Palm
Springs
and
increasing
business
for
all
the
City's
hotels,
restaurants,
bars
and
retailers.
In
the
current
fiscal
year
budget,
it
is
anticipated
that
PS
Resorts
would
receive
$545,000.
Also,
in
accordance
with
the
terms
of
the
Agreement,
PS
Resorts
will
allocate
$225,000
annually
of
its
Resort
Fee
TOT
revenue
to
events
specifically
identified
by
the
City
Council. SUBMITTED: Marcus
L.
Ful
r,
P.E.,
P.L.S.,
MPA
Assistant
City
Manager
Attachments: 1.
Amendment
5 _:;:,-=:~ David
H.
Read~
City
Manager
3 Item 3B - Page 12
ATTACHMENT 1
4 Item 3B - Page 13
City Council Staff Report
January 14, 2021 -Page 3
PS Resorts Agreement I Amendment No. 5
ENVIRONMENTAL IMPACT:
Pursuant to the California Environmental Quality Act (CEQA), this item is categorically exempt under CEQA, in that it can be seen with certainty that there is no possibility that this action will have any effect on the environment.
FISCAL IMPACT:
As stated, the Agreement is funded solely by the Resort Fee TOT that is generated by the resort hotels that make up the members of PS Resorts. This funding has provided a stream of revenue to PS Resorts that was allocated directly back to tourism-related activities in Palm Springs, further enhancing and promoting Palm Springs and increasing business for all the City's hotels, restaurants, bars and retailers. In the current fiscal year budget, it is anticipated that PS Resorts would receive $545,000.
Also, in accordance with the terms of the Agreement, PS Resorts will allocate $225,000 annually of its Resort Fee TOT revenue to events specifically identified by the City Council.
SUBMITTED:
L -M-~-:-u_s_L_. F-u-1-r,-P-.E--.-.-P-.L-.S-.-. M-P-A--~~ Assistant City Manager City Manager
Attachments:
1. Amendment 5
3 Item 3B - Page 14
AMENDMENT NO. 5 TO DESTINATION PALM SPRINGS AGREEMENT
PS RESORTS
This Amendment No. 5 to Destination Palm Springs Agreement ("Amendment No. 3") is made and entered into, effective this_ day of ____ , 2021, by and between the City of Palm Springs, California, a California municipal corporation and charter law city ("City") and PS Resorts, a California mutual benefit corporation ("PS Resorts").
RECITALS
A. City and PS Resorts have entered into a funding agreement, dated May 28, 2012, to create, foster, and enhance events, attractions, and activities that will attract visitors to Palm Springs and otherwise promote Palm Springs as a premier destination, (together, with the amendments referenced below and this Amendment No. 3, the "Agreement").
B. City and PS Resorts approved Amendment No. 1 to the Agreement on December 6, 2013, to extend the term of the Agreement for an additional three years through November 30, 2016.
C. City and PS Resorts approved Amendment No. 2 on March 15, 2017, in order to modify certain terms and conditions to the Agreement, including extending the term of the Agreement to November 15, 2019.
D. City and PS Resorts approved Amendment No. 3 on February 13, 2020, to extend the term of the Agreement to June 30, 2020.
E. City and PS Resorts approved Amendment No. 4 on November 12, 2020, to extend the term of the Agreement on a month to month basis.
F. City and PS Resorts desire to continue funding to PS Resorts for a long- term period to allow PS Resorts to fully plan for local tourism events to be held in the City in the post-COVID environment.
AGREEMENT
In consideration of the promises and covenants contained in this Amendment No. 5 and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and the PS Resorts agree:
SECTION 1. Section 1 of the Agreement is amended to read as follows:
"1. Term. Unless earlier terminated in accordance with Section 15 of this Agreement, this Agreement shall continue in full force and effect for a period of five (5) years, effective January 1, 2021. This Agreement may 5 Item 3B - Page 15
be extended by mutual agreement of the parties for a period of three (3) years."
SECTION 2. Except as expressly modified by this Amendment No. 5, the Agreement shall remain in full force and effect according to its terms. The persons executing this Amendment No. 5 on behalf of the parties hereto warrant that they are duly authorized to execute this Amendment No. 5 on behalf of said parties and that by so executing this Amendment No. 5 the parties are formally bound to the provisions of this Amendment No. 5.
In witness whereof, City and PS Resorts have executed and entered into this Amendment No. 5 as of the date first written above.
CITY OF PALM SPRINGS, PS RESORTS,
a California charter City and municipal a California mutual corporation corporation
David H. Ready, Ph.D., City Manager
ATTEST:
Aftab Dada, President
benefit
Anthony Mejia, MMC
City Clerk
Celeste Brackley, Vice President
APPROVED AS TO FORM:
Jeffrey S. Ballinger
City Attorney
6 Item 3B - Page 16
; . . .
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.,
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Item 3B - Page 17
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AnEST:
APPROVBD AS TO FORM:
' . '
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' !" . J
Item 3B - Page 18
any
funds
paid
to
PS
Resorts
under
this
Agreement
and
PS
Resorts
will
expend
such
funds
only
in
the
manner
and
for
the
purposes
provided
in
this
Agreement."
SECTION
3. Except
as
expressly
modified
by
this
Amendm,ent
No.
3,
the
Agreement
shall
remain
in
full
force
and
effect
according
to
its
terms.
The
persons
executing
this
Amendment
No.
3 on
behalf
of
the
parties
hereto
warrant
that
they
are
duly
authorized
to
execute
this
Amendment
No.
3 on
behalf
of
said
parties
and
that
by
so
executing
this
Amendment
No.
3 the
parties
are
formally
bound
to
the
provisions
of
this
Amendment
No.
3. In
witness
whereof,
City
and
PS
Resorts
have
executed
and
entered
into
this
Amendment
No.
3 as
of
the
date
first
written
above.
CITY
OF
PALM
SPRINGS,
a California
charter
City
~ ., :::-,
_;,. =--;~
David
H.
Ready,Ph.D.~
AITBST: APPROVED
AS
TO
FORM:
City
Attorney
S"7S.1117S\l2616112.l
Ti111
Ellis;
'lice
Ptesitlmat
APPROVED
BY
cnv
COUNCIL
1i'1Jg7
1t
Z-13-lo
A3
9 Item 3B - Page 19
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.
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...
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•
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,
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-
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Item 3B - Page 20
any
funds
paid
to
PS
Resorts
under
this
Agreement
and
PS
Resorts
will
expend
such
funds
only
in
the
manner
and
for
the
purposes
provided
in
this
Agreement."
SECTION
3. Except
as
expressly
modified
by
this
Amendment
No.
3,
the
Agreement
shall
remain
in
full
force
and
effect
according
to
its
terms.
The
persons
executing
this
Amendment
No.
3 on
behalf
of
the
parties
hereto
warrant
that
they
are
duly
authorized
to
execute
this
Amendment
No.
3 on
behalf
of
said
parties
and
that
by
so
executing
this
Amendment
No.
3 the
parties
are
formally
bomd
to
the
provisions
of
this
Amendment
No.
3. In
witness
whereof,
City
and
PS
Resorts
have
executed
and
entered
into
this
Amendment
No.
3 as
of
the
date
first
written
above.
CITY
OF
PALM
SPRINGS,
a California
charter
City
ATTEST: APPROVED
AS
TO
FORM:
i;~ser City
Attorney
SSS75.1117S\J26U212.I
~i1n
Eilis,
'-lice
P1esldet1t
•
~~
~~ey
APPROVED
BY
cnv
COUNCIL
A~fg7
#,
l-\_llO
,\3
11 Item 3B - Page 21
~ 1
C
CITY
OJ'
PALM
SPRINGS,
a Calltomla
ch11te
lCity
A1TBST: AadlonyMeJla,
MMC
Cityaedc APPROVBD
AS
TO
FORM:
,-
---,,.......,,.._.
..
~
Item 3B - Page 22
AMENDMENT
NO.
2 TO
DESTINATION
PALM
SPRINGS
AGREEMENT
PS
RESORTS
.
· This
Amendment
No.
2 to
the
Destination
Pal
Agreement
("'Amendmentj
Is
made
and
entered-into
. this
15th
day
of
Marc
,
017,
by
and
between
the
City
of
Palm
Springs,
California,
a
Califon:tla
charter
city
c•
V),
an
California
m~al
benefit
corporation
("PS
Resorts•).
RECITALS
.
.
A.
City
and
PS
Resorts
have
entered
'into
.a
funding
Agreement,
dated
V
28,
2012,
to
create,
foster,
and
enhance
events,
attractions,
and
activities
that
will
attract
vi$.itors
to
Palm
Springs
and
otherwise
promote
Palm
Springs
as
a
prem·
v
destination,
(the
"Agreemenr).
j
CJ'\
B.
City
Council
approved
Amendment
No.
1 to
the
Agreement
on
December
ID~
6,
2013,
to
extend
the
term
of
the
Agreement
for
an
additional
three
· years
through
C
November
30,
2016.
\l'D
C.
City
and
PS
Resorts
are
agreeable
to
modifying
oertain
terms
and
:;:>
conditions
lo
the
Agreement
pu,sua~
lo
the
tem,s
of
this
Amendment
No.
2. \, \-
D.
City
and
PS
Resorts
desire
to
continue
funding
to
PS
Resorts
in
the
\
furtherance
of
its
purpose
and
the
purpos·es
of
the
Agreement
AGREEMENT
In
consideration
.of
the
promises
.and
covenants
contained
in
this
Amendment
No.
2 af.ld
other
good
and·
valuable
consideration,
the
City
and
the
PS
Resorts
agree:
SECTION
1. Section
6 of
the
Agreement
Is
amended
to
read:
6. Funding.
(a)
·Payment
to
PS
Resorts.
Subject
to
Section
2 herein,
the
City
agrees
to. grant
to
PS
'Resorts
an
annual
amount
equal
to
fifty
percent
(50%)
of
the
net
.. transient
occupancy
tax
revenues
.paid
to
and
retained
by
the
City,
attributed
soJely
to
resort
fees
(the
"Resort
Fee
TOT;
paid
t9
and
collected
by
the·
member
hotels.
of
PS
Resorts,
for
thirty-six
consecutive
calendar
months,
oommencing
on
December
1,
2016,
and
through
November
30,
2019.
PS
Resorts
agrees
to
continue
Its
purpose
to
create,
foster,
and
enhance
events,
attractions,
and
actMties
that
wlll
attract
visitors
to
Palm
Springs
and
otherwise
promote
Palm
Springs
as
a
premier
destina~lon,
(the
•Proj~ct•),
subject
to
the
terms
and
conditions
of
the
Agreement·
as
hereby
amended.
For
the
purposes
of
this
Agreement,
"net
transient
occupancy
tax
revenues•
means
transient
occupancy
tax
revenues
paid
to
the
City
and
attributed
solely
to
resort
fees
·paid
to·
and
col~ected
by
th~
member
hotels
of
PS
Resorts.
Destination
Palm
Springs
Amend.
No.
2 PS
RESORTS
Page
1 of4
13 Item 3B - Page 23
0 .'j
(b) Contingent on funding. The obligations of the City u'oder this Amendment No. 2 are contingent upon the availability of funds and inclusion of sufficient funds for the payment of any or alJ oblig$tlons hereunder In the budget approved by the City Council each fiscal year this Agreement, as amended, remains In effect or operation. In the event such funding is tenninated or reduced, the City Manager may terminate this Agreement, as amended, to reduce the City's obligations, if any, or modify this Agreement, without penalty. The decision of the City Manager shall be binding on PS Resorts. The City Manager shall provide PS Resorts with written notification of such determination and PS Resorts shall immediately comply with the City Manager's decision.
(c) Sponsorships. All events, programs, and/or activities of P$ Resorts where. sponsorships are acknowledged shall Include acknowledgement of sponsorship of both PS Resorts and the City of Palm Springs.
SECTION. 2. Section 1 of the Agreement is amended to read:
1. Term. Unless earlier terminated in accordance with Section 15 of this Agreement, this Agreement shall continue in full force and effect for a period of three (3) years ending on November 30, 2019, unless extended by mutual written agreement of the parties.
SECTION 3. Subsection (c) of Section 6, titled "Funding," added by Amendment No. 1 to the Agreement, is revised to read:
(c) Funding of Council Requested Events,. Programs, or Activities.~S Resorts commits to fund a minimum of $225,000 annually during the term of the · Agreement, as amended, for expenses for events, programs, and/or activities as re ested by the City Council.
SECTION 4. Section 9, "Covenant against Discrimination," of the Agreement Is revised to read:
9a. Covenant Against Discrimination. In connection with its performance under this Agreement, PS Resorts shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition. PS Resorts shall ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitme.nt advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, lncludfng apprenticeship.
Destination Palm Springs Amend. No. 2
PS RESORTS
Page2 of4
14 Item 3B - Page 24
'
.
':J
SECTION
5. Sec~~
9b
is
added
to
the
Agreement
to
~ead:
9b.
Non-llablllty
of
City
Officers
and
Employees.
-No
officer
or
employee
of
the
City
shall
be
personally
liable
to
the
PS
Resorts,
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
PS
Resorts
or
to
its
successor,
or
for
breach
of
any
obligation
of
the
-terms
of
this
Agreement.
SECTION
6. Section
9c
is
added
to
the
Agreem~nt
to
read:
9c.
Conflict
of
Interest.
PS
Resorts
acknowledges
that
no
officef
or
·employee
of
th~
City
has
or
shall
have
any
direct
or
Indirect
financial
.interest
in
this
Agre
·ement
nor
shall
PS
Resorts
enter
into
any
agreement
of
any
kind
with
any
such
officer
or
employe~
during
the
term
of
this.
Agreement
a1;1d
for
one
year·thereafter.
PS
R~orts
warrants
that
PS
Resorts
,has
not
paid
or
given,
and
will
not
pay
or
give,
any
third
p$rly
any
money
or
other
consideration
in
exchange
for
obtaining
this
Agreement
SECTION
7. The
persons
executing
this
Ame.ndment
on
behalf
of
the
parties
hereto
warrant
that
they
are
duly
authorized
to
execute
this
Amendment
on
·behalf
of
said
parties
and
that
.by
so
executing
this
Amendment
the
parties
hereto
are
formally
bound
to
the
·provisions
of
this
Amendment.
Destination
Palm
Springs
Amend
. No
. 2
PS
RESORTS
Page
·3of4
15 Item 3B - Page 25
SECTION
8. City
and
PS
Resorts
agree
that
the
terms
of
the
Agreement
shall
remain
unchanged
and
in
full
force
and
effect,
except
as
specifically
provided
in
this
Amendment
No.
2. In
witness
whereof,
City
and
PS
Resorts
have
executed
and
entered
into
this
Amendment
No.
2 as
of
the
date
first
written
above.
CITY
OF
PALM
SPRINGS,
A
California
Charter
City
~~-~-
David
H.
Ready,
cttiJ
ATTEST: Destination
Palm
Springs
Amend.
No
. 2
PS
RESORTS
Page4
of4
Tim
Ellis,
Vice
President
16 Item 3B - Page 26
:""] ..
AMENDMEll4T. NO. 1 TO DESTINATION PALM SPRINGS AGREEMENT
PS RESORTS '
This Amendment No. 1 to the Destination Palm Springs Agreement. ("Amendmenr) is made and entered Into this 61H day of December, 2013, by and between the City of Palm Springs, California, a California charter city ("City), and PS Resorts, a California mutual benefit corporation ("PS Resorts").
RECITALS
A. City and PS Resorts have entered· into a funding Agreement, dated May 28, 2012, to create, foster, and enhance events, attractions, and activities that will attract visitors to Palm Springs ,and otherwise promote Palm Springs as a premier destination <· Agreement").
B. City and PS Resorts .are agreeable to· modifying certain terms and coodltlons to the Agreement pursuant to the terms of this Amendment I
C. City and PS Resorts desire' to continue funding to PS Resorts fn the furtherance of Its purpose and the purposes of the Agreement.
AGREEMENT
-In consideration of the promises and' covenants contained in this Amendment and .other good and valuable consideration, the City and the PS ResorJs agree:
SECTION 1, City agrees to grant to PS Resorts an annual amount equal to fifty percent (50%) of the net transient occupancy tax revenues paid to and retafned by the City, ~ttributed solely to resort fees paid to and collected by the member hotels of·Ps Resorts ("Resort Fee TOT1 for thirty-six consecutive calendar months, c;ommenctng on December 1, 2013, and PS R8$orts agrees to continue the Pr~Ject, and create, fos.ter, and enhance events, attractions, and activities ·that will attract visitors to Palm Springs and otherwise promote Pal.m Springs as a premfer destination, subject to the terms and conditions of the Agreement. For the purposes of this Agreement 11net transie11t occupancy, tax rev~nues" .means transient occupancy t~ revenues paid to the City and attributed solely to resort fees paid to and collected-by the member hotel• of PS Resorts less any rebates, refunds, or incentive program payments pursuant to Chapter 5.26 of the Palm Springs Munk:(pal Code or by agreement between the City .and a Developer or Operator of a hotel. · •
SECTION 2: Section 1 of the Agreement Is amended to read:
1. Term. Unless earlier terminated In accordance with Section 15 of this Agreement, this Agreement shall continue in full force and effect for a period.of three (3) years ending on November 30, 2016, unless extended by mutual written agreement of the parties.
' Destination Palm Springs Amend. No. 1
PS RESORTS
ORtGlNAL tilU
ANO/OR AGREEW,.MT .
Item 3B - Page 27
SECTION 3. Subsection {c) of Section 6, titled "Funding," is added to the agreement to read:
(c) Funding of the Palm Springs Trolley by PS Resorts. PS Resorts commits to fund a minimum of $100,000 annually during the life of this agreement extension to the proposed City of Palm Springs trolley program, as generally described at the City Council meeting of November 20, 2013, and subject to further refinement and modification. One-half of each annual payment to the City for this purpose will be due and payable on May 1 and November 1 of each year this agreement remains in effect. PS Resorts shall be recognized as a sponsor of the Palm Springs Trolley Program in a manner as determined by the City Manager and PS Resorts. In the event that City Council does not approve such a trolley program, PS Resorts will be relieved of this obligation -which would be in writing from the City Manager.
SECTION 4. The persons executing this Amendment on behalf of the parties hereto warrant that they are duly authorized to execute this Amendment on behalf of said parties and that by so executing this Amendment the parties hereto are formally bound to the provisions of this Amendment.
SECTION 5. City and PS Resorts agree that the terms of the Agreement, shall remain unchanged and in full force and effect, except as specifically provided in this Amendment.
In witness whereof, City and PS Resorts have executed and entered into this Amendment as of the date first written above.
CITY OF PALM SPRINGS,
A California Charter City
David H. Ready, City~
ATTEST:
APPROVED AS TO FORM:
J.!'1Cdxttorney
Destination Palm Springs Amend. No. 1
PS RESORTS
Page2of2
APPROVED BY CllY COUNCIL
,1-\)( ·'1> a~ ~'<J,~'\
18 Item 3B - Page 28
DESTINATION PALM SPRINGS AGREEMENT
THIS DESTINATION PALM SPRINGS AGREEMENT {the "Agreement") is made and entered into this ~y of February, 2012, by and between the City of Palm Springs, a California charter city {"City"), and PS RESORTS, a California mutual benefit corporation ("PS Resorts"). Collectively the City and PS Resorts are referred to as the Parties.
RECITALS
A. PS Resorts is a recently organized mutual benefit corporation, consisting of representatives from each of the resort hotels operating within the corporate limits of the City and who charge or assess resort fees. The purpose of PS Resorts is to create, foster, and enhance events, attractions, and activities that will attract visitors to Palm Springs and otherwise promote Palm Springs as a premier destination {"Project").
B. City is a charter city that levies and collects a transient occupancy tax {"TOT") on guests for the privilege of occupancy at hotels, motels, and other visitor serving facilities as provided in Chapter 3.24 of the Palm Springs Municipal Code.
C. It is the desire of the City to provide an initial "seed" grant of funds to PS Resorts and assist PS Resorts in the furtherance of its purpose and the purposes of this Agreement, and to ensure that there is an appropriate level of start-up funds to reasonably enable PS Resorts to commence the Project.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, City agrees to grant to PS Resorts an annual amount equal to Fifty Percent (50%) of the TOT revenues paid to the City and attributed solely to resort fees paid to and collected by the member hotels of PS Resorts ("Resort Fee TOT•) for thirty-six consecutive calendar months, commencing on December 1, 201 O and PS Resorts agrees to use funds provided for herein to undertake the Project, and create, foster, and enhance events, attractions, and activities that will attract visitors to Palm Springs and otherwise promote Palm Springs as a premier destination, subject to the following terms and conditions:
AGREEMENT
1. Term. The term of this Agreement shall commence on December 1, 2010 and terminate on November 30, 2013, unless terminated pursuant to the provisions of Section 15 of this Agreement.
ORIGINAL 81D
M'O/OR I\GHEEMENT
19 Item 3B - Page 29
·~.)
2. Project. PS Resorts shall initiate and reasonably pursue its ,purpose, which ·includes the creation, fostering, and -enhan~ment of events, attractions, and aclivitles that Will attract visitors to Palm Springs and otherwise promote Palin Springs as a premier destination. ·
3. Status of PS ~esorts. PS Resorts is an independent entity, apart from the City, "1d shall be wholly responsible for the manner in which it performs the Project as required by the terms of this Agreement. Nothing in -this .Agreement shall be construed as cr,ating a relationship of employer and employee or principal and agent between the City and PS Resorts or any of PS Resorts• agents or employees. The City shall neither .have nor exercise any control or direction over the methods by which PS Resorts shall. per.form its obligations urider this Agreement The City shall not be responsible or liable for the acts or failure -to act, whether intf!ntional or negligent, of any employee, agent, or volunteer of PS Resorts. PS Resorts shall own any event, event names, concepts and the like, it produces •. including events produced with the funds to be provided.
4. O_peration as a Non.Profit. PS. Resorts -sflall at .all times during ,the term of this Agreement operate and otherwise conduct. itself as a bona fide ·mutual benefit corporation in fulf compliance with the laws of the State of California and shall timely file all-statement, documents, and submissions required under -the laws of' the State of California and the United States·. PS ~esorts shall also implement appropriate financial procedures and administrative practices that will ensure that the Board of Directors of PS Resorts will be accountable for all -actions taken in the name of PS Resorts. Such procedures and prac;tices shall include, without limitatiqn:
(a) Inclusion on the Board of Direct()fS a representative from e~ch hotel in the City that collects transient occapancy taxes on resort fees. Notwithstanding the foregoing, PS Resorts shall not be required to have more than twelve (12) directors. In the event membership exceeds .twelve (12), directors shall be ·elected by ·a ~ajority of members.
(b) Board· of Directors review and approval of each and every expenditure in excess of :One Thousand Dollars ($11000.00), and the preparation of minutes of all Board meetings that reflect all actions taken during-each Board· meeting.
PS Resorts warrants that it has, or that it will timely secure all necessary li.censes and permits required by·the laws of the United states, State of California.-or the City, and all other appropriate ·governmental agencies, and agrees to maintain these licenses. and permits In .effect for the duration of this Agreement. In addition, PS Resorts shall use its best efforts to ensure that its officers, ~irectors, employees, agents, and contractors conduct themselves In compliance with the laws and llcensure requirements including, without ·limitatk>n, compliance with law$ applicable to non discrimination, sexuai harassment, and ethical behavior.
5. Delegation and -Assignment. PS Resorts ·shall not delegate or assign or otherwise transfer Its duties, nor assign Its rights under this Agreement. ~ither In whole or In part. without the prior ·written ®n,ent of th~ City's City Manager. The request must be in writing with a full expl~nation for the request. Any consent granted by the 2 20
Item 3B - Page 30
(_)
City Manager may be conditioned upon and subject to certain actions by .PS Resorts as determined by th~ City Manager. Any attempted assignment or delegation ·1n derogation of this Section 5 $hall be deemed void. It is understood and agreed that PS· Resorts will engage consultants and cootractors to .assist it in accomplishment of its goals and ·purposes, and such engagements will not be deemed to violate the res~ns set forth in this Section. 5.
·&.. Funding;
(a) Paym.,nt to PS Resorts. The City shall pay to PS Resorts on a monthly • basis fifty percent (500k) of the Resort Fee TOT based on the prior month's collections by the City. Upon execution of this Agreement, the City shall pay to PS Resorts the accrued sum of. 50% of Resort Fee TOT from December 1, 2010 through the la~t complete month preceding Jhe execution of \his Agreement less any sums previously expe_nded by the City or otherwise autho~ed by the City Manager for the benefit of the resort hotels of the· City of Palm ·Springs. . (b) Conth1gent on Funding and BudgJt The obligations of the City under .this Agreement. are contingent upqn the avallat,ility of funds and ·inclusion of sufficient funds for 'the payment of any or all obligations hereunder In the budget approved by the City Council eacb fiscal year this Agreement remains in• effect or operation. In the event-such funding is terminate.ct· or reduced, the City Manager may terminate this agreement reduce the City's .obligations, If any, or modify this Agreement, without penalty. The decision of the ·City Manager shall be binding on PS Resorts. The City Manager shall provide PS Resorts with written. nQtlfication of such determination .and PS Resorts shaJI Immediately comply with the City Manager's decision~ Under no circumstances shall the City terminate this Agreement prior to June 30, 2012.
.
7. Indemnification. PS Resorts agrees to and shall ,Indemnify, defend, and hold harmless City and. its• officers, agents, and employees from iihd against all liability, clalms, losses and demands, damages to· property or Injuries ,to or death of any person or persons, including property of officers, employees, or agents of City, including defense costs (Jogether, "Claims•),. whether resultlf)g• from court action or otherwise, resulting from, related In any manner to, or arising out of the intentional, r:nalicious, negligent acts, inactions, errors or omissions of PS Resorts, its Qffice.111, employees, agents, and/or its Subcontractors in the performance of this Agreement, except to the extent such claims are due solely by thenegligence. or wlllful misconduct of the City, Its ,officers, agents, or employees. . ·
8. •lnsura11ce. Without limiting PS Resorts' liability for indemnification of City as set forth in Section 7 above, PS Resorts shall obtain and· maintain in effect, during the term · of this Agreement, reasonable insurance coverage consistent with best practices applicable to non-profit corporations doing business fn the State of California.
9. Covenant agalns't Dlscrlm.lnatlon. In the p·erforrnance of this Agreement, PS Resorts #Shall not engage in, nor permit any employee or agent to engage in discrimination in employment of persons or provi$lon of Services ·or assistance, nor exclude any person from participation In, nor deny any person the benefits of. nor or subject any persoo to discrimination under any-program or activity funded In whole or In 3 21
Item 3B - Page 31
c~
part
•with
funds
under
.this
Agreement
.on
the
grounds
of
(808,
religion~
color,
national
origin,
ancestry,
physical
handicap,
medical
condition,
marital
statu$,
gender
· or
sexual
orientation,
except
as
permitted
by
applicable
provisioos
of
Federal
and
State
law.
PS
R~rts
shall
comply
with
Titl~
II
of
the
Amerlcan!3
with
Oisablllties
Act.
(42
U.S.C.
§12101,
et.
seq.)
as
it relates
to
public
accommodations.
10. Notice.
Any
notice,
demand,
request,
consent;
approval,
or
communication
either
party
desires
or
is
required
to
give
to
the
other
party
or
any
other
persQn
shall
be
in
writing
and
either
served
personally
or
sent
by
United
States
Postal
Service,.
pre-paid,
first-class
mail
to
the
address
set
forth
below.
Either
party
may
change
ifs.
address
by
notifying
the
other
party
of
-the
chan99
of
address
in. writing.
Notice
shall
be
deemed
communicated
seventy-two
(72)
hours
from
the
ti~
of
mailing
if mailed
as
provided
in
this
Section.
·
To
City:
To
PS
Resorts:
City
of
Palm
Springs
Attention:
City
Manager
3200
E.
Tahquitz
Canyon
W_ay
Palm
Springs,
California•
92ie2
PS
Resorts,
President
Chamber
of
Commerce
Offices
190
W
Amado
Rd
Palm
Springs,
CA
922~
11. Integrated
Ag
_.-.ement.
This
Agreement
contains
.all
of
the
agreements
of
the
par:ties
and
cannot
be
amended
or
modified
except
~y
the
mutual
consent
of
the
parties
by
an
instrument
in
writing.
12. Amendm"nt.
This
Agreement
may
be
amended
at
any
time
by
the
mutual
consent
of
the
partle$
by
an
instrument
in
writing
.
.
13. Severablllty.
In
the
event
that
any
one
or
more
of
the
phrases,
sentences,
clauses,
paragraphs,
or
sections
oo
_ntained
in
this
Agreement
shall
be
declared
invalid
or
unenforceable
by
valid
judgment
or
decree
of
a
court
of
competent
jurisdiction,
such
invalidity
or
unent'orceabHlty
shall
not
affect
.any
of
th~
remaining
phrases,
sentences,
clauses,
paragraphs,
or
sections
of
·this
Agreement,
which
shall
be
interpreted
to
carry
out
the
Intent
of
the
parties
hereunder.
14. Audits.
P~
Resorts
shall
prepare
and
maintain
ad~uate
records
of
11$.
performance
under
this
agreement
.in
sufficient
detall
to
permit
an
evaluation
of
PS
R~sorts'
use
of
funds
for
the
uses
and
purposes
as
generally
provided
in
this
Agreement
In
this
regard,
PS
Resorts•·
books
and
financial
records
shall
be
made
available
to
the
City
Manager
or
the
City
Manager's
designee
for
im~pection
at
the
Cjty
Manager's
request.
1&:
Termination.
Except
as
oth,rwlsa
expressly
provided
in.
this
Agreement
the
City
and
PS
Resorts
each
reserves
the
right
to
. terminate
this
Agreement
at
any
Ume,
without
cause,
.upon
ninety
(90),
days-written
notloe
to
the
other
party,
but
shall
not
4 22
Item 3B - Page 32
C
,.-""\
._)
be terminated by. the City prior to June 30, 2012. In the event the Agreement Is terminated without cause; .PS R~rts will retain any funds paid to PS Resorts under thi$ Agreement and PS ReSQrts will expend such funds only in the manner and for the purposes provided In ·this Agreement.
16. Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing ,this Agreement the ,parties hereto are fonnally bound to the provisions of this Agreement.
SIGNATURES ON FOLLOWING PAGE
5 23
Item 3B - Page 33
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. APPROVED BY CITY COUNCIL
D~:--~-,~~-~-~-
ATTEST:
~ ... -u ..
· James Thompson
City Clerk
£ /I} ·•~J•• Date: /l../6 OU/ c:r
.t). ' Date: /~ ..R (o b()l'2.
\· lk-\ 1 1(-;\ ~bW\ \
6 24
Item 3B - Page 34
CITY COUNCIL STAFF REPORT
DATE: January 14, 2021 CONSENT CALENDAR
SUBJECT: CONSIDERATION AND APPROVAL OF AMENDMENT NO. 5 TO DESTINATION PALM SPRINGS AGREEMENT-PS RESORTS.
FROM: David H. Ready, City Manager
BY: Marcus L. Fuller, Assistant City Manager
SUMMARY
The City Council is requested to consider and approve Amendment No. 5 to the Destination Palm Springs Agreement with PS Resorts, a California mutual benefit corporation, to extend the existing agreement for a period of five years effective January 1, 2021, with one optional three-year extension.
RECOMMENDATION:
1. Approve Amendment No. 5 to the Destination Palm Springs Agreement with PS Resorts (A6187); and
2. Authorize the City Manager to execute the amendment.
BUSINESS PRINCIPAL DISCLOSURE:
PS Resorts is a California mutual benefit corporation. Mutual benefit corporations, like other not-for-profit organizations, are created for social welfare purposes within the meaning of Internal Revenue Code section 501(c)(4). They have no ·owners" In the sense that for-profit corporations do. A search of the Secretary of State of califomia shows that, as of January 22, 2020, Aftab Dada was the Chief Executive Officer of PS Resorts, Robert Hunt is the Secretary, and Steven Boswell is the Chief Financial Officer. Tamara Stevens is listed as the Executive Administrator. l'i'El.rno. .1. AA
Item 3B - Page 35
fTOPIC t__
-
l[)ATE PAC,
+
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+
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+
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ATTACHMENT C
Item 3B - Page 36
Item 3B - Page 37
Scott Stiles
City Manager
City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
RESORTS
RE: Request for Amendment of the "Destination Palm Springs Agreement" By and Between PS Resorts and the City of Palm Springs
Dear Mr. Stiles:
As you are aware, PS Resorts and the City of Palm Springs entered into a funding agreement back in 2012, to enable PS Resorts to create, foster, and enhance events, attractions and activities within the City of Palm Springs to promote tourism and to promote the City of Palm Springs as a premier destination ("the Agreement"). Since the initial Agreement was executed in 2012, the City and PS Resorts have amended the Agreement on five (5) prior occasions; the most recent amendment having been executed in 2021. Pursuant to the terms of that amendment (a copy of which is enclosed for your reference), the Agreement is set to expire on December 31, 2025.
PS Resorts hereby respectfully requests that the City of Palm Springs agree to amend the Agreement, via an additional amendment, whereby the terms of the parties' Agreement would be extended for an additional ten (10) year term -expiring on December 31, 2035. Please place this matter on the City Council Agenda at your earliest convenience, so that it may be considered by the City Council.
Thank you.
,{)'fl?-7".,,(t;-
Peggy M. Trott
Board Chair PS Resorts
Item 3B - Page 38
LTR TO CITY REQUESTING EXTENSION OF
TOT AGREEMENT
Final Audit Report
Created:
By:
Status:
Transaction ID:
2025-06-06
Austin Youngennan ([email protected])
Signed
CBJCHBCAABAA68ZDUbuC0EF6ZwsZ2_raDQONyaDWxq2B
2025-06-06
"L TR TO CITY REQUESTING EXTENSION OF TOT AGREEME
NT" History
~ Document created by Austin Youngerman ([email protected]) 2025-06-06 • 6:04:07 PM GMT
g Document emailed to Peggy Trott ([email protected]) for signature 2025-06-06- 6:04:10 PM GMT
~ Email viewed by Peggy Trott ([email protected]) 2025-06-06 • 6:04:17 PM GMT
~ Document e-signed by Peggy Trott ([email protected]) Signature Date: 2025-06-06 - 6:30:49 PM GMT• Time Source: server 8 Agreement completed.
2025-06-06 • 6:30:49 PM GMT
fl Adobe Acrobat Sign
CITY COUNCIL STAFF REPORT
07/09/2025
SUBJECT:
ADOPT THE 2025/2026 LEGISLATIVE PLATFORM
RECOMMENDATION:
Staff recommends the City Council discuss, provide direction and adopt the 2025/2026 Legislative Platform.
Attachments
Item 3C
CITY COUNCIL STAFF REPORT
DATE: JULY 9, 2025 BUSINESS & LEGISLATIVE
SUBJECT: A DOPT THE 2025/2026 LEGISLATIVE PLATFORM
FROM: Scott C. Stiles, City Manager
BY: Teresa Gallavan, Assistant City Manager
SUMMARY:
This item provides the City Council the opportunity to discuss, provide direction and adopt the proposed 2025/2026 Legislative Platform. This platform serves as a comprehensive policy and funding guide for the City’s legislative advocacy efforts at the local, state, and federal levels. It outlines key priorities and positions that will help the City of Palm Springs proactively pursue funding, monitor legislation, and engage with policymakers on issues that align with the City Council’s strategic goals.
RECOMMENDATION:
Staff recommends the City Council discuss, provide direction and adopt the 2025/2026 Legislative Platform (Attachment A).
BACKGROUND:
On May 28, 2025, the City Council directed staff to prepare a legislative platform that reflects the City’s priorities and supports strategic advocacy efforts. To wnsend Public Affairs, the City’s legislative consultant, and staff, have prepared the proposed 2025/2026 Legislative Platform.
This platform will serve as a high- level strategic guide, informing legislators and staff about which legislative items the Council may want to monitor, take a position on, or seek funding for. The legislative platform is aligned with the Council’s adopted Strategic Priorities and will guide our legislative advocates and City staff in implementing clear and strategic initiatives. The 2025/2026 Legislative Platform will act as a policy document that details the City’s priorities, goals, and opportunities.
STAFF ANALYSIS:
The 2025/2026 Legislative Platform (Attachment A) outlines policy and funding priorities Item 3C - Page 1
City Council Staff Report
July 9, 2025 -- Page 2
Adopt the 2025/2026 Legislative Platform
that support the City’s ability to proactively engage in legislative processes and pursue critical resources. Key areas of focus include:
• Homelessness and Behavioral Health
• Housing
• Economic Development
• Infrastructure and Facilities
• Public Safety and Community Services
• Climate Resiliency
ALIGNMENT WITH STRATEGIC PLANNING:
This legislative platform supports all four of the City Council’s Broad Goals including Economic Development, Public Safety and Community Services, Infrastructure and Facilities, and Housing.
FISCAL IMPACT:
There is no fiscal impact associated with the recommended action. Legislative and grant services are included in the City’s budget.
REVIEWED BY:
Assistant City Manager: Teresa Gallavan
City Manager: Scott Stiles
ATTACHMENTS:
A. 2025/2026 Legislative Platform
Item 3C - Page 2
ATTACHMENT A
Item 3C - Page 3
State Capitol Office • 925 L Street, Suite 1404 • Sacramento, California 95814 • Phone (916) 447-4086 • Fax (916) 444-2063 Federal Office • 600 Pennsylvania Avenue, SE, Suite 207 • Washington, DC • Phone (202) 546-8696 • Fax (202) 546-4555 Northern California Office • 300 Frank Ogawa Plaza, Suite 204 • Oakland, California 94612 • Phone (510) 835-9050 • Fax (510) 835-9030 Southern California Office • 1601 Dove Road• Newport Beach, California 92660 • Phone (949) 399-9050 • Fax (949) 476-8215
M E M O R A N D U M
To: The Honorable Ron deHarte and Members of the Palm Springs City Council CC: Scott Stiles, City Manager
Teresa Gallavan, Assistant City Manager
From: Niccolo De Luca, Vice President, Townsend Public Affairs, Inc.
Ben Goldeen, Federal Advocacy Director
Carlin Shelby, Senior Associate
Kerri West, Senior Associate
Anastasia Heaton, Senior Associate
Date: June 30, 2025
Subject: Proposed 2025/2026 State and Federal Legislative Agenda
Townsend Public Affairs, Inc. (TPA), in coordination with City staff, has prepared a draft legislative platform for the City of Palm Springs for discussion and adoption. The 2025/2026 legislative platform serves as a strategic policy document that outlines the priorities, goals, and opportunities for the City.
The adopted legislative platform will communicate a clear set of values and policy goals. The final document will also function as a roadmap for legislative and funding efforts and reflect the priorities of the City Council. The legislative agenda will be fluid as some issues will be addressed with introduced legislation and new issues may arise.
Once adopted, this document will be shared with key stakeholders in the State Legislature, Governor’s Administration, Members of Congress, and Federal Administration.
Proposed Legislative Priorities for 2025
The State Legislature has maintained its focus on its recent priorities including Climate Resiliency, Homelessness and Behavioral Health, Housing and Greater Access, Public Safety, and Transportation and Infrastructure. In addition, the Governor, his Administration, and the State Legislature is focused on stopping and pushing back on the various proposals coming from the White House and President Trump.
In 2025, the Trump administration and Congress have prioritized tax cuts, deregulation, and spending reductions. Key focuses include border security, military funding, energy production, and strict immigration policies, such as large- scale deportations. The administration is also advancing efforts aimed to shrink the federal workforce and restructuring agencies.
Federal and State Legislative Monitoring and Potential Action The following legislative priorities are recommended for monitoring, analysis, and potential action. The City may choose to take a position on a piece of legislation, continue to monitor without a position, or determine if any further response is required.
TPA will maintain a constantly updated matrix of state legislation and may also present strategic recommendations and provide rolling updates. TPA will monitor legislative activity in the following areas.
Item 3C - Page 4
T WNSEND
PUBLIC AFFAIRS
EST TPA ....
Proposed 2025 Legislative Platform Page 2 of 5
Homelessness and Behavioral Health
Policy Priorities:
1) Enhance emergency, transitional, and permanent housing opportunities. 2) Support legislative efforts that will require regional collaboration when receiving direct allocation of homeless funds.
3) Support legislative efforts that have a focus on keeping people in housing, once placed, for many years.
4) Support legislative efforts that will require counties to partner with cities relating to unspent Prop 63 mental health funds, HHAP funds, and other funding sources. 5) Support legislative efforts that increase services such as mental health, substance abuse, treatment beds and other services for people living in encampments and in unsheltered settings.
Funding Priorities:
1) Funding for operation of the Palm Springs Navigation Center. 2) Funding for homeless services (e.g., the wrap around services necessary for transitional and permanent housing), non-congregate shelters and emergency shelters, as well as operating costs for shelters, navigation centers and permanent housing. 3) Reduce restrictions on homeless services funding to allow more flexible spending within spectrum of homeless support services.
4) Remove restrictions limiting (HHAP) funding to just cities with populations greater than 300,000. 5) Funding for permanent housing interventions that reduce and prevent homelessness. 6) Support funding efforts relating to mental health treatment, substance abuse treatment, and other related services.
7) Support funding of healthcare services that will reduce the homeless’ and shelter residents’ reliance on 911 (e.g., telecare programs).
Housing
Policy Priorities:
1) Prevent displacement (including by creating funding for eviction protections for low to moderate income residents).
2) Support legislation that advances the creation or funding of below market rate housing projects (including reductions : in permitting time , requirements for Affordable Housing Tax Credit applications).
3) Modify affordable housing formulas to create more equity for smaller regions like the Coachella Valley.
4) Reasonable reform to CEQA to streamline development and housing opportunities, especially for infill and affordable housing developments.
5) Support legislative and funding efforts relating to housing preservation and acquisition. 6) Support legislation that reduces the cost of housing development and expands access to housing opportunities. This includes measures to lower construction expenses, streamlines the permitting process, enables large -scale development, and establishes innovative funding mechanisms to support new housing production.
7) Support legislation that helps reduce the cost of rent (e.g., reduces the percentage rent can increase on an annual basis).
8) Support legislation that reduces the cost of home insurance.
Funding Priorities:
1) Funding for innovative programs to prevent displacement and address hazardous housing conditions.
2) Enhance funding opportunities for existing state programs to help support bicycle and pedestrian infrastructure in connection to housing.
3) Support funding for remediation of hazardous sites (to make viable for housing).
Item 3C - Page 5
Proposed 2025 Legislative Platform Page 4 of 5 Economic Development
Policy Priorities:
1) Support for arts and cultural spaces, arts education, and similar programs. 2) Cannabis Tax reform which includes lowering taxes and tax simplification. 3) Support efforts to address the digital divide.
4) Support legislative and other efforts for programs that create education and workforce pathways for economic development targeted industries.
5) Support new and existing businesses throughout the City. 6) Support tech sector and tech industry cluster growth that aligns with the workforce pathways developed in conjunction with the City’s Economic Development Strategic Plan.
Funding Priorities:
1) Support for small business recovery, tourism/visitor recovery and other business sectors deeply impacted by tariffs, natural disasters and other events. 2) Support priorities and initiatives identified in the Palm Springs Economic Development Strategic Plan.
3) Support efforts and funding to incentivize and attract community services to low/moderate resource areas, including incentives for grocery stores, banks and shopping centers. 4) Support funding to assist low -income communities with building wealth and creating income producing assets (e.g., home ownership and entrepreneurship).
Infrastructure and Facilities
Policy Priorities:
1) Support measures affecting funding for roads, transit, “last mile” projects and goods movement as well as alternative modes of transportation (bikes, ebikes, escooters, etc.), and support the needs of the disabled community.
2) Support efforts to help commuters and increase public transportation which includes efforts to ensure transit agencies continue to deliver services.
3) Support regional transportation projects that would provide a benefit to the City and surrounding communities.
4) Increase resiliency of public infrastructure from threats of climate change.
Funding Priorities:
1) Funding for construction of Fire Station 1 and the expansion and modernization of other Palm Springs Fire Stations.
2) Funding for the modernization of the Convention Center. 3) Funding for the seamless connection to downtown.
4) Funding for the modernization of the airport.
5) Funding to address major infrastructure and facility upgrades and renovations. 6) Increased funding for bicycle and pedestrian safety improvements.
Public Safety and Community Services
Policy Priorities:
1) Support disaster preparedness, training, response, and resilience efforts especially related to our vulnerable communities.
2) Support additional efforts to help prevent violence such as mental health services, supporting street outreach teams, focusing on other individuals before they are at risk.
Funding Priorities:
1) Support funding opportunities to train personnel and modernize facilities and equipment. 2) Support funding opportunities for alternative traffic enforcement efforts.
Item 3C - Page 6
Proposed 2025 Legislative Platform Page 5 of 5 Climate Resiliency-Sustainability
Policy Priorities:
1) Support legislative efforts to enhance electric vehicle infrastructure. 2) Support legislative efforts the help bring down the cost of electricity and other utilities. 3) Support legislative efforts to create funding streams to address climate change and to help reduce air pollution.
4) Support the extension and reauthorization of the Cap and Trade program.
Funding Priorities:
1) Support funding for Zero Waste efforts.
2) Support funding for more EV charging stations at residential and commercial locations.
Miscellaneous
Policy Priorities:
1) Support legislative efforts to amend the Brown Act to help encourage greater public participation and further encourage online meetings.
2) Support legislative efforts to address the way ballot measures are formulated, worded, and advertised.
One Time State and Federal Funding Priorities for “Member Request” Consideration As we have seen at both the Federal and State level, new initiatives and various funding opportunities have taken form over the last few years. This also includes both legislative provisions that direct approved funds to be spent on specific projects, sometimes referred to as “Member Requests” or “Congressionally Directed Spending.”
As it relates to state and federal “Member Requests” / “Congressionally Directed Spending,” our recommended strategy is for the adopted Legislative Platform to include a handful of funding buckets that capture various project themes. This provides the City with the highest amount of flexibility as it is important to not only reflect the priorities of the state and federal lawmakers who sponsor these requests, but also to ensure that the City’s projects fit the eligibility requirements of the various state and federal funding pots.
Process for Reporting/Next Steps
In addition to weekly legislative updates and other communications we send to the City Team, TPA suggests verbal reports to the City Council when the State Legislature is on recess. For example, we may report out in April while they are on Spring Recess and in November or December when Session has concluded.
Due to the ever-changing nature of legislation in Sacramento and Washington, TPA can also provide monthly updates which can be shared with the City Council.
Item 3C - Page 7