Agenda packet — Palm Springs City Council, July 21, 2025 (part 2 of 5)

January 2018
Item 1J - Page 38

CITY COUNCIL STAFF REPORT

DATE: JULY 21, 2025 CONSENT CALENDAR

SUBJECT: APPROVE AMENDMENT NO. 4 TO THE PROFESSIONAL SERVICES

AGREEMENT WITH THE RAMSAY GROUP FOR COMMUNITY

DEVELOPMENT BLOCK GRANT (CDBG) ADMINISTRATIVE SERVICES

FROM:

Scott C. Stiles, City Manager

BY:

Housing & Community Development

SUMMARY:

The City of Palm Springs previously entered into a Professional Services Agreement with The Ramsay Group to provide on- call Community Development Block Grant (CDBG) administrative services. To continue these essential services without interruption, staff recommends approval of Amendment No. 4 to the Agreement to extend the term through December 31, 2025 for an additional amount of $43,500, for a revised total amount not to exceed $500,250, with the option for an additional six (6) month extension.

RECOMMENDATION:

1) Approve Amendment No. 4 to the Professional Services Agreement (A 8497) to extend the term through December 31, 2025, for an additional amount of $43,500, for a revised total amount not to exceed $500,250, with the option for an additional six (6) month extension.

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

BACKGROUND:

On February 27, 2020, City Council approved a professional services agreement to provide on-call Community Development Block Grant (CDBG) administrative services for an initial three-year term commencing on March 24, 2020, and continuing through March 23, 2023, with two optional one- year extension options, with an annual amount not to exceed $87,000.

Amendment No. 1 was entered into on March 21, 2023, to exercise the first extension option to extend the term through March 23, 2024, for an additional amount of $87,000 Item 1K - Page 1
City Council Staff Report
July 21, 2025 -- Page 2
Amend CDBG Services Agreement A8497

and a revised contract amount not to exceed $348,000.

On February 8, 2024, Amendment No. 2 was entered to exercise the second extension option to extend the term through March 23, 2025, for an additional amount of $87,000 and a revised contract amount not to exceed $435,000.

Amendment No. 3 was entered into on March 23, 2025, to extend the term through June 30, 2025, for an additional amount of $21,750, for a revised contract amount not to exceed $456,750, to ensure ongoing support for the City’s federally funded CDBG programs. The Ramsay Group provides crucial expertise in federal compliance and reporting, which supports the City ’
s ability to meet HUD requirements and deliver community services effectively.

To maintain continuity of services , Amendment No. 4 is proposed to extend the term through December 31, 2025 , for an additional amount of $43,500, for a revised total amount not to exceed $500,250, with the option for an additional six (6) month extension.

STAFF ANALYSIS:

The Ramsay Group has demonstrated consistent performance in providing support and technical assistance for the City ’
s CDBG program. Their services remain necessary to
meet ongoing federal reporting, compliance, and monitoring obligations. Amendment No. 4 ensures these services will continue uninterrupted while providing flexibility for a possible extension beyond the end of the calendar year, should program needs require it. Staff intend to solicit on- call CDBG administrative service s in this current Fiscal Year 25/26, prior to the end of this proposed Amendment No. 4 term.

Staff recommend approval of this Amendment No. 4 to extend the term through December 31, 2025, for an additional amount of $43,500, for a revised total amount not to exceed $500,250, with the option for an additional six (6) month extension.

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 enter into a consultant services agreement and is exempt from CEQA pursuant to Section 15378(b)(5), in that this action is an organizational or administrative activity of government that will not result in direct or indirect physical changes in the environment.

ALIGNMENT WITH STRATEGIC PLAN FRAMEWORK:

The Broad Goals in the Strategic Plan Framework that are addressed by this action are Item 1K - Page 2
City Council Staff Report
July 21, 2025 -- Page 3
Amend CDBG Services Agreement A8497

Housing and Community Services. This item also addresses the Overarching Principles of Social Equity.

FISCAL IMPACT:

Sufficient funding is available and budgeted in the current Fiscal Year 25/26 for t he additional $43,500 and no additional appropriation is required.

REVIEWED BY:

Department Director: Jay Virata
Procurement & Contracting Manager: Tabitha Richards
Deputy City Manager: Flinn Fagg
City Manager: Scott Stiles

ATTACHMENTS:

A. Amendment No. 4 to the Agreement with The Ramsay Group B. Original Agreement

Item 1K - Page 3

ATTACHMENT A

Item 1K - Page 4

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Revised: 2.9.22
AMENDMENT NO. 4 TO THE PROFESSIONAL SERVICES
AGREEMENT A8497

BETWEEN THE CITY PALM SPRINGS AND THE RAMSAY GROUP

1. P art
ies and Date.

This Amendment No. 4 to the Professional Services Agreement is made and entered into as of this 21st day of July 2025, by and between the City of Palm Springs (“City”) and The Ramsay Group, with its principal place of business at 23800 Garland Court, Valencia, CA 91354 (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

2. R ecit
als.

2.1 Ag reement. The City and Consultant have entered into an agreement entitled “Professional Services Agreement” dated March 24, 2020 (“Agreement”) for the purpose of retaining the services of Consultant to provide on- call Community Development Block Grant (CDBG) administrative services for a term of March 24, 2020 to March 23, 2023, approved by City Council on February 27, 2020, item 1E.

2.2 Amendment No. 1. The Parties amended the Agreement to extend the term one year and specify the compensation of the agreement. The Parties have heretofore entered into that Amendment No. 1 dated March 21, 2023, for a contract amount not to exceed $348,000 and a term of March 24, 2020, through March 23, 2024.

2.3 Amendment No. 2. The Parties entered into Amendment No. 2 on February 8, 2024, to add an additional $87,000 and extend the term through March 23, 2025, for a revised contract amount not to exceed $435,000.

2.4 Amendment No. 3. The Parties entered into Amendment No. 3 on February 19, 2025, to add an additional 21,750 and extend the term through June 30, 2025, for a revised contact amount not to exceed $456,750.

2.5 Amendment No. 4. The Parties desire to amend the Agreement, to extend the term through December 31, 2025, with the option to exte nd an additional six ( 6) months, and add an additional $43,500 for a revised contract amount not to exceed $500,250.

2.6 Amendment Authority. This Amendment No. 4 is authorized pursuant to Section 2.3 of the Agreement

3. Terms
.

3.1 COM PENSATION. Section 2.1 Maximum Contract Amount is revised to reflect a total contract amount of $500,250.

Item 1K - Page 5

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Revised: 2.9.22

3.2 TERM. Section 3.4 Is hereby replaced in its entirety as follows:

“3.4 Term. Unless earlier terminated under the terms of this Agreement, this Agreement shall continue in full force and effect commencing on March 24, 2020, and continuing through December 31, 2025, with a six (6) month extension option by mutual written agreement of the Parties.”

3.3 Continuing Effect of Agreement . Except as amended by this Amendment No. 4, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 4. From and after the date of this Amendment No. 4, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 4.

3.4 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. 4.

3.5 Severability. If any portion of this Amendment No. 4 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.6 Counterparts. This Amendment No. 4 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 1K - Page 6

Page 3 of 3 ends

Revised: 2.9.22

SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM

SPRINGS AND THE RAMSAY GROUP

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 1K - Page 7

ATTACHMENT B

Item 1K - Page 8
Item 1K - Page 9

CITY OF PALM SPRINGS

PROFESSIONAL SERVICES AGREEMENT

ON-CALL COMMUNITY DEVELOPMENT BLOCK

GRANT (CDBG) ADMINISTRATIVE SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter "Agreement") is made and entered into, to be effective this 1.,~~ day of @ab , 2020, by and between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, (hereinafter referred to as "City") and The Ramsay Group, (hereinafter referred to as "Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and are hereinafter collectively referred to as the "Parties."

RECITALS
A. City has determined that there is a need for As-Needed, CDBG Administrative Services for a variety of future consulting projects, (hereinafter the "Project").

B. Consultant has submitted to City a proposal to provide As-Needed, CDBG Administrative Services for a variety of future consulting projects to City pursuant to the terms of this Agreement.

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

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

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

1.0 SERVICES OF CONSULTANT

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant agrees to perform the professional services set forth in the Scope of Services described in Exhibit "A," which is attached hereto and is incorporated herein by reference (hereinafter referred to as the "Services" or "Work"). As a material inducement to the City entering into this Agreement, Consultant represents and warrants that this Agreement requires specialized skills and abilities and is consistent with this understanding, Consultant is a provider of first class work and professional services and that Consultant is experienced in performing the Work and Services contemplated herein and, in light of such status and experience, Consultant covenants that it shall follow the highest professional standards in performing the Work and Services required hereunder. For purposes of this Agreement, the phrase "highest professional standards
11 shall mean those standards of practice recognized as high quality among well-qualified and experienced professionals performing similar work under similar circumstances.

Item 1K - Page 10

1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Scope of Services; (3) the City's Request for Proposals; and, (4) the Consultant's signed, original proposal submitted to the City ('·Consultant's Proposal"),, (collectively referred to as the "Contract Documents"). The City's Request for Proposals and the Consultant's Proposal, which are both attached as Exhibits "B" and "C", respectively, are incorporated by reference and are made a part of this Agreement. The Scope of Services shall include the Consultant's Proposal.

All provisions of the Scope of Services, the City's Request for Proposals and the Consultant's Proposal shall be binding on the Parties. Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (151) the terms of this Agreement; (2nd) the provisions of the Scope of Services (Exhibit "A"); as may be amended from time to time; (3rd} the provisions of the City's Request for Proposal (Exhibit "B"); and, {41h) the provisions of the Consultant's Proposal (Exhibit "C").

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

1.4 Licenses, Permits, Fees and Assessments. Consultant represents and warrants to City that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work and Services required by this Agreement.

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

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

1.6 Care of Work. Consultant shall adopt reasonable methods during the term of the Agreement to furnish continuous protection to the Work and the equipment, materials, papers, documents, plans, studies, and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Work by the City, except such losses or damages as may be caused by City1s own negligence. 1-31-18
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1. 7 Further Responsibilities of Parties. Both Parties agree to use reasonable care and diligence to perfonn their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement.

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

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

2.0 COMPENSATION

2.1 Maximum Contract Amount. City and Consultant hereby acknowledge and agree that the scope of services required by this Agreement will vary dependent upon the number, type, and extent of the services or work the Consultant shall provide; and no guarantee of the extent or the type of services required of Consultant under the terms of this Agreement is made by the City. The annual level of services required by this Agreement is unknown, and may significantly increase or decrease from year to year. In acknowledgement of the fact that the number and type of projects requiring the Consultant's services has not been identified for this contract, City and Consultant hereby acknowledge and agree that a specific "Maximum Contract Sum" shall be imposed on each separate project that the City may assign Consultant as provided in Section 1.8 and in this Section 2.1. Each such separate project shall be identified as a Task Order or a Purchase Order authorized by the Director of Community and Economic Development or the City Manager as provided in this Section 2.1. For the services rendered pursuant to this Agreement, the Consultant shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "D" and incorporated herein by this reference.

The method of compensation may include: (i) a lump sum payment upon completion, (ii) payment for time and materials based upon the Consultant's Schedule of Hourly Billing Rates as shown on Exhibit "D", or (iii) such other methods as may be specified in the Schedule of Compensation. Compensation shall include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense, and all other necessary expenditures required to perform the professional services under this Agreement. Compensation shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City; Consultant shall not be entitled to any 1-31-18
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additional compensation for attending said meetings. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates, and that Consultant shall not be entitled to additional compensation therefore.

It is expressly agreed that the maximum contract amount of this Agreement is undefined, and is subject to the number and type of projects requiring the Consultant's services throughout the duration of the term of this Agreement, if any. Consultant shall be entitled to compensation in accordance with separate City authorized "Task Orders" (Purchase Orders) with corresponding Not-to-Exceed payment amounts established pursuant to the Consultant's Schedule of Hourly Billing Rates as shown on Exhibit "D".

Consultant's compensation shall be limited to the amount identified on each separate, individually authorized Task Order corresponding to a project requiring the services of the Consultant.

By approval of this Agreement, the City Council hereby authorizes the subsequent approval of individual Task Orders (Purchase Orders) in those amounts sufficient to cover the cost of required services (pursuant to Schedule "D") necessary for the projects. Subject to existing cost limits established by municipal code.

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

2.3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by the City, the Parties shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional professional fees. An amendment may be entered into: (a) to provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product, or work; and/or (b) to provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession.

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

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

3. SCHEDULE OF PERFORMANCE

3.1 Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the services to be performed by Consultant is an essential condition of this 1-31-18
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Agreement. Consultant shall prosecute regularly and diligently the Work of this Agreement according to the agreed upon Schedule of Performance for each Task Order.

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

3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant (financial inability excepted), including, but not limited to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City, if Consultant, within ten (10) days of the commencement of such delay, notifies the City Manager in writing of the causes of the delay. The City Manager shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the judgment of the City Manager such delay is justified. The City Manager's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this section.

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

4. COORDINATION OF WORK

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

4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City, and is subject to change by the City Manager. It shall be the Consultant's responsibility to ensure that the Contract Officer is kept fully informed of the progress of the performance of the Services, and the Consultant shall refer any decisions which must be made by City to 1-31-18
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the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its sub-Consultant(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any sub-Consultant and City. All persons engaged in the Work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any liability hereunder without the express written consent of City.

4.4 Independent Consultant.

A. The legal relationship between the Parties is that of an independent Consultant, and nothing herein shall be deemed to make Consultant a City employee. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act as City officers or employees. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement.

Consultant, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City's offices. City shall have no voice in the selection, discharge, supervision, or control of Consultant's employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Consultant shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers' compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Consultant in its business or otherwise a joint venturer or a member of any joint enterprise with Consultant.

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

C. No City benefits shall be available to Consultant, its officers, employees, or 1-31-18
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agents in connection with any performance under this Agreement. Except for professional fees paid to Consultant as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, or agents, for injury or sickness arising out of performing Services hereunder. If for any reason any court or governmental agency determines that the City has financial obligations, other than pursuant to Section 2 and Subsection 1.8 herein, of any nature relating to salary, taxes, or benefits of Consultant's officers, employees, servants, representatives, subConsultants, or agents, Consultant shall indemnify City for all such financial obligations.

S. INSURANCE
S.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, the insurance described herein for the duration of this Agreement, including any extension thereof, or as otherwise specified herein, against claims which may arise from or in connection with the performance of the Work hereunder by Consultant, its agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. Consultant shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified herein. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided pursuant to this Agreement shall be on an occurrence basis. The minimum amount of insurance required hereunder shall be as follows:

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

B. Workers' Compensation Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers' compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Consultant agrees to waive and obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City and to require each of its sub-Consultants, if any, to do likewise under their workers' compensation insurance policies. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form.

C. Commercial General Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury, independent Consultants, broad form property damage, products and completed operations.

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

E. Employer Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease.

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

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

5.3.1 For any claims related to this Agreement, Consultant's coverage shall be primary insurance as respects City and its officers, council members, officials, employees, agents, 1-31-18
Item 1K - Page 17
1-31-18
and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it.

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

5.3.3 All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations sha11 limit the application of such insurance coverage.

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

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

5.3.6 Consultant agrees to ensure that sub-Consultants, and any other parties involved with the Project who are brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review a11 such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with sub-Consultants and others engaged in the Project will be submitted to the City for review.

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

5.3.8 Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to Item 1K - Page 18
expiration of the lapsing coverage.

5.3.9 Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive.

5.3.10 The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this section.
5 .3 .11 Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims.

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

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

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

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

1. "The City of Palm Springs. its officials, employees, and agents are named as an additional insured ... " ("as respects City of Palm Springs Contract No._" or ''for any and all work performed with the City" may be included in this statement). 1-31-18
Item 1K - Page 19

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

3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named. 11 Language such as, '"endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out.

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

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

6. INDEMNIFICATION

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

6.2 Design Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Consultant is a "design professional" under California Civil Code Section 2782.8, then:

A. To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, 1-31-18
Item 1K - Page 20
agents and volunteers and all other public agencies whose approval of the project is required, (individually "Indemnified Party"; collectively "Indemnified Parties") against any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders and penalties ( collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Consultant's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Consultant, its agents, employees, or sub-Consultants, or arise from Consultant's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Consultant's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials. Officers, employees, agents and volunteers.

B. Consultant shall reimburse the Indemnified Parties for any reasonable expenditures, including reasonable attorneys' fees, expert fees, litigation costs, and expenses that each Indemnified Party may incur by reason of Indemnified Claims. Upon request by an Indemnified Party, Consultant shall defend with legal counsel reasonably acceptable to the Indemnified Party all Claims against the Indemnified Party that may arise out of, pertain to, or relate to Indemnified Claims, whether or not Consultant is named as a party to the Claim proceeding. The determination whether a Claim "may arise out of, pertain to, or relate to Indemnified Claims" shall be based on the allegations made in the Claim and the facts known or subsequently discovered by the Parties. Consultant's indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified hereunder are fully and finally barred by the applicable statute oflimitations or, if an action is timely filed, until such action is final.

C. The Consultant shall require all non-design-profession sub-Consultants, used or sub contracted by Consultant to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub-section 6.1 in favor of the Indemnified Parties. In additions, Consultant shall require all non-design-professional sub-Consultants, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer.

7. REPORTS AND RECORDS

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

7.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of the Work and Services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Work or Services contemplated herein or, if Consultant is 1-31-18
Item 1K - Page 21
providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of such fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.

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

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

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

8. ENFORCEMENT OF AGREEMENT

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

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

8.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that 1-31-18
Item 1K - Page 22
ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.

8.3 Termination. City may terminate this Agreement for its convenience at any time, without cause, in whole or in part, upon giving Consultant thirty (30) days written notice. Upon such notice, City shall pay Consultant for Services performed through the date of termination. Upon receipt of such notice, Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. Thereafter, Consultant shall have no further claims against the City under this Agreement. Upon termination of the Agreement pursuant to this section, Consultant shall submit to the City an invoice for work and services performed prior to the date of termination. In addition, the Consultant reserves the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days written notice to the City, except that where termination is due to material default by the City, the period of notice may be such shorter time as the Consultant may determine.

8.4 Default of Consultant.

A. Consultant's failure to comply with any prov1s10n of this Agreement shall constitute a default.

B. If the City Manager, or his designee, determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Consultant shall be liable for any and all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to Section 8.3.

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

8.5 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the 1-31-18
Item 1K - Page 23
covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions hereof.

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

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

8.8 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses, including but not limited to reasonable attorney fees, expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or non-judicial proceeding within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding.

9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

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

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

9.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following:
1-31-18
Item 1K - Page 24
employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non discrimination in city contracting.

10. MISCELLANEOUS PROVISIONS

10.1 Patent and Copyright Infringement.

A. To the fullest extent permissible under law, and in lieu of any other warranty by City or Consultant against patent or copyright infringement, statutory or otherwise, it is agreed that Consultant shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale thereof arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall pay all costs and damages finally awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the suit or claim and given authority, information and assistance at Consultant's expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the negligence, recklessness or willful misconduct of Consultant. However, Consultant will not indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that City's alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by Consultant when it is such use in combination which infringes upon an existing U.S. letters patent or copyright.

B. Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement thereof, Consultant shall not be obligated to indemnify City under any settlement made without Consultant's consent or in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Consultant's expense. If the use or sale of such item is enjoined as a result of the suit or claim, Consultant, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto.

10.2 Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered, sent by pre-paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission, and shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows:

To City:
1-31-18
City of Palm Springs
Attention: City Manager
3200 E. Tahquitz Canyon Way
Item 1K - Page 25
To Consultant:

Palm Springs, California 92262
Telephone: (760) 323-8204
Facsimile: (760) 323-8332
The Ramsay Group
Attention: Darrell Stamps
23800 Garland Court
Valencia, CA 91354
Telephone: (213) 256-7657

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

10.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.

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

10.6 Third Party Beneficiary. Except as may be expressly provided for herein, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party hereto.
to. 7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth herein and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same.

10.8. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound. 1-31-l8
Item 1K - Page 26
(SIGNATURES ON FOLLOWING PAGE)
1-31-18
Item 1K - Page 27
IN WITNESS WHEREOF, the City and the Consultant have caused this Agreement to be executed the day and year first above written.

ATTEST:

CITY O PALM SPRINGS, CA
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APPROVED AS TO FORM:

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Date: (}1a., r.kJ ,i zozc)

CONSULTANT
Name: The Ramsay Group
CONTENTS APPROVED:
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David H. Ready, City Man
Date: 03 /z~ /IZD i-0
APPROVED BY CITY COUNCIL:

Date: 2-L]-2.DAgreement No. ~
APPROVED BY Cl1Y COUNCIL
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Check one: _K_Individual _Partnership _Corporation
Corporations require two notarized signatures: One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer.

Address:

By.·
Name:
23800 Garland Court
Valencia, CA 91354
e (notarized)
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Title:

Item 1K - Page 28
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Item 1K - Page 29
EXHIBIT "A"

SCOPE OF SERVICES
The Ramsay Group (TRG) shall provide administrative and CDBG programmatic assistance in support of the City's CDBG Program beginning in fiscal year 2019 including maintenance of the Integrated Disbursement and Information System (IDIS), preparation of the Consolidated Annual Performance and Evaluation Report (CAPER) for the FYI 9/20 reporting period and Annual Action Plan.

Service Delivery: TRG shall, as authorized, undertake the necessary management, data-gathering, analysis and reporting necessary to ensure the City complies with all Federal, State and Local regulations and requirements associated with effective implementation, management and oversight of the City's CDBG Program. At a minimum, TRG will provide the following activities.

A. General consultation, assistance and/or recommendations to the City of Palm Springs CDBG Administrative Staff (and its subcontractors/sub-recipients if requested) in matters relating to the administration and execution of its Community Development Block Grant (CDBG) Program, including project planning, implementation services, and quarterly project activity reporting.

8. Provide assistance with updates to the IDIS system to ensure all projects include required activity descriptions, locations, and beneficiaries
C. Provide assistance in the preparation of a system of reporting and recordkeeping that includes the quarterly updating of data in the IDIS and the establishment and maintenance of activity records sufficient to demonstrate that each activity meets the regulatory requirements of the CDBG program
D. Meet weekly with the staff of the Office of Community Development to review program progress and program regulations.

E. Provide assistance in compiling eligibility documentation in accordance with HUD regulations, including National Objective determinations and assistance with determining the level of environmental review required for each project/activity (which shall include assistance in preparing an Environmental Review Record (ERR).

F. Provide assistance in preparing for the Department of Housing & Urban Development program monitoring ofCDBG projects.

G. Preparation and Successful Submission of the Consolidated Annual Performance and Evaluation Reports during term of agreement. TRG will submit the CAPER to the U.S. Department of Housing and Urban Development (HUD) within 90 days of the end the City's program year as required. The CAPER will be prepared using the eCon Planning Suite and in accordance with CFR Part 91 and related HUD directives titled Consolidated Annual Performance and Evaluation Reporting for Entitlement Grantees.

Item 1K - Page 30
EXHIBIT "8"

CITY'S REQUEST FOR PROPOSALS
Item 1K - Page 31

CITY OF PALM SPRINGS, CA
NOTICE INVITING PROPOSALS FOR RFP #07-20

CDBG PROGRAM ADMINISTRATIVE SERVICES
NOTICE IS HEREBY GIVEN that the City of Palm Springs is requesting proposals from qualified firms to provide the City with Community Development Block Grant (CDBG) Program Administrative Services.

PROJECT LOCATION: City of Palm Springs, CA
SCOPE OF SERVICES: The scope of work will consist of providing CDBG program administrative services as more fully described in the RFP documents.

OBTAINING RFP DOCUMENTS AND ADDENDA: The RFP document may be downloaded via the internet at www.palmspringsca.gov (go to Departments, Procurement, Open Bids & Proposals), or by calling the Office of Procurement and Contracting, (760) 322-8368. Upon downloading the RFP via the internet, contact Craig Gladders, Procurement & Contracting Manager via email at [email protected] to be placed on the interested vendor list for this project, providing your company name, contact person, contact email address, office address, office phone and office fax. Failure to be placed on the interested vendor list as stated above may result in not receiving Addenda to the RFP. Failing to acknowledge Addenda may result in your proposal being non-responsive, or may negatively impact the evaluation of your proposal. We strongly advise that you follow the instructions above if you are interested in submitting a proposal.

EVALUATION OF PROPOSALS AND AWARD OF CONTRACT: This solicitation has been developed in the Request for Proposals (RFP) format. Accordingly, firms should take note that multiple factors as identified in the RFP will be considered by the Evaluation Committee to determine which proposal best meets the requirements set forth in the RFP document. PRICE ALONE WILL NOT BE THE SOLE DETERMINING CRITERIA. The City reserves the right to negotiate the terms and conditions of any resulting contract. Final contract award, if any, will be made by the Palm Springs City Council. The selected firm will be required to comply with all insurance and license requirements of the City.

DEADLINE: All proposals must be received in the Procurement and Contracting Office, 3200 E. Tahquitz Canyon Way, Palm Springs, CA, 92262 by 3:00 P.M., LOCAL TIME, TUESDAY, DECEMBER 17, 2019. The receiving time in the Procurement Office will be the governing time for acceptability of Proposals. Telegraphic and telephonic Proposals will not be accepted.

Reference the RFP document for additional dates and deadlines. Late proposals will not be accepted and shall be returned unopened.

PROPOSALS TO REMAIN OPEN: The Proposer shall guarantee that all contents of their proposal shall be valid for a period of 120 calendar days from the due date of proposals.

Craig L. Gladders, C.P.M.

Procurement and Contracting Manager
November 13, 2019
Item 1K - Page 32

CITY OF PALM SPRINGS, CA
REQUEST FOR PROPOSALS (RFP) #07-20

CDBG PROGRAM ADMINISTRATIVE SERVICES
Requests for Proposals (RFP #07-20), for Community Development Block Grant (CDBG) Program Administrative Services for the City of Palm Springs, CA, (hereinafter the "RFP") will be received at the Office of Procurement & Contracting, 3200 East Tahquitz Canyon Way, Palm Springs, California, until 3:00 P.M. LOCAL TIME, DECEMBER 17, 2019. It is the responsibility of the respondent to see that any proposal sent through the mail, or by any other delivery method, shall have sufficient time to be received by this specified date and time. The receiving time in the Procurement Office will be the governing time for acceptability of proposals.

Telegraphic, telephonic, faxed or emailed proposals will not be accepted. Late proposals will be returned unopened. Failure to register as a Proposer to this RFP process per the instructions in the Notice Inviting Requests for Proposals (under "Obtaining RFP Documents") may result in not receiving Addenda or other important information pertaining to this process.

Failure to acknowledge Addenda may render a proposal as being non-responsive or negatively impact the evaluation of a proposal. We strongly advise that interested firms officially register per the instructions in the Notice.

1. PURPOSE AND SCHEDULE: The City of Palm Springs is requesting proposals from qualified firms to provide the City with Community Development Block Grant (CDBG) Program Administrative Services (hereinafter the "Project").

SCHEDULE:

Notice requesting Proposals posted and issued ............................................ November 13, 2019 Deadline for receipt of Questions ............................ Tuesday, December 10, 2019, 3:00 P.M.

Deadline for receipt of Proposals ............................ Tuesday, December 17, 2019, 3:00 P.M.

Short List/ Interviews/, *if desired by City ......................................................... to be determined Contract awarded by City Council ..................................................................... to be determined NOTE: *Dates above are subject to change.
"KEY" TO RFP ATTACHMENTS:

ATTACHMENT "A"-Signature Authorization Form, including Addenda acknowledgment. *Must be completed and included with Work/Technical Proposal envelope.

ATTACHMENT "B" -Non Collusion Affidavit Form. *Must be completed and notarized and included with Work/Technical Proposal envelope.

ATTACHMENT "C" -Cost Proposal Form. *Must be completed and included in a separately sealed envelope -do NOT include this with your Work/Technical Proposal.

ATTACHMENT "D" -No Conflict of Interest and Non-Discrimination Form. *Must be completed and included with Work/Technical Proposal envelope.

ATTACHMENT "E" -Business Disclosure Form. *Must be completed and included with Work/Technical Proposal envelope.

ATTACHMENT "F" -Sample boilerplate Contract Services Agreement (for reference only) 2 Item 1K - Page 33
2, BACKGROUND: As an "entitlement city", Palm Springs is a direct recipient of CDBG funds from the federal government. The CDBG Program was adopted by Congress in 1974 to provide a flexible funding source for local governments to meet the community development needs of their low and moderate-income (Low/Mod) residents and was the first federal block grant. This direct grant from HUD enables entitlement units of governments to fund three National Objectives: benefiting Low/Mod income persons; preventing or eliminating slums or blight; and meeting urgent need. The federal statute also requires that at least 70% of CDBG expenditures benefit Low/Mod income persons. As an entitlement grantee, the City has and will continue to utilize these funds for neighborhood revitalization, preserving decent housing, expanding economic opportunities, and/or improving community facilities and services, principally to benefit Low/Mod income persons.

In 2015, the City adopted and HUD approved its required 2015-2019 Consolidated Plan ("ConPlan"). The ConPlan is a community blueprint for meeting the housing and community development needs of Palm Springs residents. The Plan provides a description of existing housing and community development needs, a long-term strategy to address those needs and an action plan for the coming years.

A key component of the 2015-2019 Five-Year Consolidated Plan is a Strategic Plan, which includes the goals and objectives shown below:

HOUSING GOALS
GOAL 1: PRESERVE DECENT SAFE SINGLE-FAMILY AND MOBILE HOME RESIDENTIAL

UNITS THROUGH HOUSING REHABILITATION PROGRAMS
GOAL 2: RETAIN AND INCREASE THE STOCK OF AFFORDABLE HOUSING THROUGH

REHABILITATION AND NEW CONSTRUCTION
GOAL 3: ENHANCE CRIME AWARENESS OF VERY LOW, LOW INCOME

NEIGHBORHOODS THROUGH COMMUNITY PRESERVATION AND

COMMUNITY POLICING SERVICES
GOAL 4: PROVIDE FAIR HOUSING SERVICES TO AFFIRMATIVELY FURTHER FAIR

HOUSING WITHIN THE CITY
GOAL 5: SUPPORT PUBLIC HOUSING SERVICES FOR INDIVIDUALS SEEKING RENTAL

ASSISTANCE
GOAL 6: INCREASE HOMEOWNERSHIP OPPORTUNITIES FOR ELIGIBLE FIRST-TIME

OR MINORITY HOMEBUYERS

HOMELESS GOALS
GOAL 1: SUPPORT OR PROVIDE FUNDING FOR PROGRAMS THAT OFFER SERVICES

AND/OR SUPPORTIVE HOUSING TO ASSIST HOMELESS INDIVIDUALS AND/OR

FAMILIES
GOAL 2: SUPPORT RIVERSIDE COUNTY CONTINUUM OF CARE STRATEGY AND

COACHELLA VALLEY ASSOCIATION OF GOVERNMENTS STRATEGIC PLAN

THAT STRIVES TO END CHRONIC HOMELESSNESS BY AIDING HOMELESS

INDIVIDUALS AND FAMILIES THOUGH SERVICES AND HOUSING

NON-HOUSING GOALS
GOAL 1: ESTABLISH NEW AND/OR EXPANDED COLLABERATIONS WITH LOCAL

SERVICE PROVIDERS ON PROJECTS AND PROGRAMS THAT REDUCE THE

EFFECTS OF POVERTY AND SERVES SENIORS, AT-RISK YOUTH, SEVERELY

DISABLED ADULTS, AND SPECIAL NEEDS POPULATIONS
GOAL 2: SUPPORT NATURAL DISASTER PREPAREDNESS SERVICES AND RESPONSE

IN THE AFTERMATH OF NATURAL DISASTER

NON-HOUSING COMMUNITY DEVELOPMENT GOALS
3 Item 1K - Page 34
GOAL 1: PROVIDE PUBLIC FACILITY IMPROVEMENTS THROUGH DESIGN, ENERGY

EFFICIENCY, REHABILITATION AND NEW CONSTRUCTION
GOAL 2: IMPROVE INFRASTRUCTURE TO ELIMINATE HEALTH AND SAFETY

OBSTRUCTION THAT WILL ENHANCE COMMUNITY STABILITY AND

ATTRACTIVENESS
GOAL 3: ELIMINATE ARCHITECTURAL BARRIERS THROUGH DESIGN,

REHABILITATION, AND NEW CONSTRUCTION TO IMPROVE ACCESSIBILITY

FOR THE PHYSICALLY IMPAIRED AND DISABLED PERSONS IN MEETING ADA

COMPLIANCE

ECONOMIC DEVELOPMENT
GOAL 1: PROMOTE, MAINTAIN AND/OR EXPAND THE CITY'S ECONOMIC BASE

THROUGH ECONOMIC AND EMPLOYMENT OPPORTUNITIES TO EXISTING

LOCAL BUSINESSES AND PROSPECTIVE BUSINESSES
The CDBG entitlement allocation for the 2019-2020 fiscal year is $431,579. Twenty percent of this amount, or $86,315, has been allocated for Administration. The remaining $345,264, has been allocated for the following programs and projects:
• City of Palm Springs Department of Parks & Recreation -James 0. Jessie Desert Highland Unity Center Gymnasium Scoreboard & Wall Mats
• Desert AIDS Project -Fire Suppression/Life & Safety Improvement • Mizell Senior Center -Restrooms Health & Safety Renovations • Stroke Recovery Center / Neuro Vitality Center -Protective Shade Structure • Senior Advocates of the Desert-Emergency Financial Aid to Low Income Seniors • Fair Housing Council of Riverside, Inc. -Fair Housing Services • City of Palm Springs Department of Parks & Recreation -Summer Camp Scholarships
• Jewish Family Service of the Desert -Preventing Homelessness Among Low Income • City of Palm Springs Department of Engineering -Sunrise Park Restroom Improvements
The City of Palm Springs utilizes an on-line web application called ZoomGrants - a cloud-based grant management system -to accept, review, and manage proposals for CDBG funding online.

3. SCOPE OF SERVICES:

At this time, the City of Palm Springs is seeking the services of a qualified firm or individual to help manage the City's CDBG programs to the extent that the City needs assistance on an on call basis, i.e. administer and monitor sub-recipient agreements, activities, and reporting; manage City planning and reporting requirements to the Department of Housing and Urban Development (HUD), and prepare and provide all required plans and reports to HUD for the City's CDBG programs. Please note, it is not necessary for respondents to include preparation of the 2020/2024 Consolidated Plan as part of their proposal. The 2020/2024 Consolidated Plan preparation is already underway.

Generally, the scope of services consists of, but is not limited to, • Provide support to City staff in regards to the annual Planning Summaries, project contracts, and any necessary contract amendments.
• Prepare and submit quarterly reports for all programs. 4 Item 1K - Page 35
• Develop and maintain all necessary documentation for CDBG monitoring and Single Audit.
• Assist City monitors during program performance reviews and Single Audit. • Provide technical assistance for the administration and implementation of the City's CDBG projects.
• Prepare reports and publish public hearing notices for citizen input on the allocation of annual funds and/or any changes in the CDBG allocation of funds. • Prepare and complete City and U.S. Department of Housing and Urban Development (HUD) reports and documents.
• Provide CDBG financial management assistance.
• Provide Davis-Bacon (prevailing wages) and HUD/Section 3 monitoring's and contract compliance for construction projects.
• Ensure compliance with all applicable federal, State, and local laws, rules, regulations, and policies.
• Management of the City's participation in the HOME and CDBG programs • Preparation of a CDBG General Allocation application for housing rehabilitation, public works, other eligible activities, implementing and administering that grant, if awarded • Preparation of a Planning/Technical Assistance Allocation application • Advising the City of the availability of additional sources of funds • Portfolio implementation and management.
• Prepare reports and resolutions for City Council review and approval of CDBG projects and activities including any required public hearing notices, as needed. • Process CDBG Reimbursalbe Contract and Amendments.
• Keep City informed on current County and HUD requirements for the CDBG program. • Provide other administration services to ensure compliance with all CDBG Federal regulations and County policies, as they may change from time to time. 5 Item 1K - Page 36
• Provide technical assistance for the administration and implementation of the City's CDBG program and projects.
• Prepare on-line "Agreements to Implement" annual Community Development Block Grant (CDBG) programs with the City, including project descriptions and budgets. • Prepare and process amendments to the "Agreements to Implement" for ongoing projects.
• Coordinate with City staff to gather all necessary documentation for program monitoring and for audit preparation.
• Prepare and complete City and U.S. Department of Housing and Urban Development (HUD) reports and documents.
• Provide CDBG financial management assistance.
• Act as the City's liaison and representative

4. PROPOSAL REQUIREMENTS:

The firm's proposal should describe the methodology to be used to accomplish each of the project tasks. The proposal should also describe the work which shall be necessary in order to satisfactorily complete the task requirements.

Please note: this RFP cannot identify each specific, individual task required to successfully and completely implement this project. The City of Palm Springs relies on the professionalism and competence of the selected firm to be knowledgeable of the general areas identified in the scope of work and to include in its proposal all required tasks and subtasks, personnel commitments, man-hours, direct and indirect costs, etc. The City of Palm Springs will not approve addenda to the selected firm's agreement which do not involve a substantial change from the general scope of work identified in this RFP.

5. SELECTION PROCESS: This solicitation has been developed in the Request for Proposals (RFP) format. Accordingly, proposers should take note that multiple factors as identified in the RFP will be considered by the Evaluation Committee to determine which proposal best meets the requirements set forth in the RFP document. PRICE ALONE WILL NOT BE THE SOLE DETERMINING CRITERIA. The City shall review the proposals submitted in reply to this RFP, and a limited number of firms may be invited to make a formal presentation at a future date if desired by the City. The format, selection criteria and date of the presentation will be established at the time of short listing, if conducted.

6. PROPOSAL EVALUATION CRITERIA: An Evaluation Committee, using the following evaluation criteria for this RFP, will evaluate all responsive proposals to this RFP. Firms are requested to submit their proposals so that they correspond to and are identified with the following specific evaluation criteria (100 total points possible):
6 Item 1K - Page 37
A. Firm / Staff / Team (including any subcontractors) Qualifications and experience in providing similar services as defined in the RFP, including References (25 POINTS) B. Proposal Organization, conformance with the RFP instructions, and demonstrated Understanding of the overall project and requested Scope of Work (10 POINTS) C. Work Proposal, including detailed work plan, time frame, schedule, and approach for providing the requested Scope of Work (30 POINTS)
D. Local Preference (5 POINTS)
Firms that qualify as a Local Business, or employ local sub-consultants, and submit a valid business license as more fully set forth in Section F.1 below, pursuant to the City of Palm Springs Local Preference Ordinance 1756). The full local preference, five (5) points, mayl be awarded to those that qualify as a Local Business. Two (2) points may be awarded to a non-local business that employs or retains local residents and/or firms for this project.

Non-local firms that do not employ or retain any local residents and/or firms for this project shall earn zero (0) points for this criteria.

E. Cost Proposal (30 POINTS)
PRIOR CITY WORK If your firm has prior experience working with the City DO NOT assume this prior work is known to all members of the evaluation committee. All firms are evaluated on the information contained in their proposal, information obtained from references (including the city and past performance if applicable), and presentations if requested. All proposals should be prepared as if the evaluation committee members have no knowledge of the firm, their qualifications or past projects.

7. PROPOSAL CONTENTS: Firms are requested to format their proposals so that responses correspond directly to, and are identified with, the specific evaluation criteria stated in Section 6 above. The proposals must be in an 8 1/a X 11 format, minimum 10pt font size, minimum ¾" margins, and may be no more than a !2!![ of twenty five (25) sheets of paper, which may be double-sided, including cover letters, organization charts, staff resumes, appendices, and any exceptions to the language in the sample agreement, or to the insurance requirements. NOTE: Front and Back Covers, Dividers, Attachments "A", "B", "D", "E", and Addenda acknowledgments, and the Cost Proposal ("in a separate sealed envelope) do NOT count toward the limit (everything else does). Interested firms shall submit SIX (6) copies (one marked "Original" plus five (5) copies) of both your Technical/Work Proposal and your Cost Proposal, and one (1) Thumb Drive or CD of the entire proposal (including the Cost Proposal), by the deadline.

All proposals shall be sealed within one package and be clearly marked, "RFP #07-20, REQUESTS FOR PROPOSALS FOR CDBG PROGRAM ADMINISTRATIVE SERVICES.

Within the sealed proposal package, the Cost Proposal shall be separately sealed from the Technical/Work Proposal. Proposals not meeting the above criteria may be found to be non-responsive.

EACH PROPOSAL PACKAGE MUST INCLUDE TWO (2) SEPARATELY SEALED ENVELOPES:

Envelope #1, clearly marked "Technical/Work Proposal", shall include the following items:
• Completed Signature authorization and Addenda Acknowledgment (see Attachment A) • Completed, and notarized, Affidavit of Non-Collusion (see Attachment B) 7 Item 1K - Page 38
• If applicable, your specific request for Local Preference (reference Attachment A) and a copy of a valid business license from a jurisdiction in the Coachella Valley. • Completed No Conflict of Interest and Non-Discrimination Form (Attachment D) • Completed Business Disclosure Form (Attachment E)
In addition to the items above, at a minimum, firms must provide the information identified below. All such information shall be presented in a format that directly corresponds to the numbering scheme identified here.

TECHNICAL/WORK PROPOSAL; The Technical/Work Proposal (Envelope #1) shall be clearly marked and shall include the Sections A, B, C, and D below:

SECTION A:

FIRM, STAFF, TEAM (including any subcontractors) QUALIFICATIONS AND

EXPERIENCE, INCLUDING REFERENCES
A.1 Follow the instructions and properly complete and execute both Attachment '"A" and Attachment "B" that are provided in the RFP and include them here in your proposal. If applicable, your specific request for Local Preference (reference Attachment A) and a copy of a valid business license from a jurisdiction in the Coachella Valley is to also be included here.

A.2 Describe the firm's background and qualifications in the type of effort that this project will require, specifically identifying experience with relevant projects successfully completed of similar size and scope.

A.3 Indicate the name of any sub-contractor firms or contractors that will be utilized to make up your team. Describe each sub-contractor's qualifications, background and specific expertise that they bring to the Project.

A.4 List the name and qualifications of the key staff/team members that will be assigned to the Project. Provide detailed qualifications of the Project Manager that will be assigned to the Project.

A.5 Include a minimum of three (3) references of recent publtc agencies for who your firm has provided similar CDBG administration services as contemplated hereiri. You must include the name of a contact person, their title, and a current phone number, fax number, email address and business address along with a brief description of the scope of work and cost for each successfully completed referenced project.

SECTION B:

PROPOSAL ORGANIZATION, CONFORMANCE WITH RFP INSTRUCTIONS, AND

DEMONSTRATED UNDERSTANDING OF THE OVERALL PROJECT AND REQUESTED

SCOPE OF WORK

8.1 Carefully review and verify that your proposal is well organized and follows ALL OF THE INSTRUCTIONS on proper organization, format, order, and conformance with all requirements, including any and all required signatures, attachments, acknowledgements, or other documents that are required to be submitted. Failure to follow the instructions may result in your proposal being non-responsive and rejected from consideration.

8.2 Without reciting the information regarding the Project verbatim as contained in this RFP, convey your overall understanding of the Project and an understanding of the City's expectations upon implementation of the Project.
8 Item 1K - Page 39
B.3 Identify any "key" or "critical" issues that you believe may be encountered on the Project based on the firm's prior experiences; and provide steps to be taken to ensure the issues identified do not affect the successful delivery of the Project.

SECTIONC:

WORK PROPOSAL
C.1 Proposer should refine and/or expand the Scope of Work to reflect their understanding of the project and include a detailed technical work proposal, including proposed time frame/schedule, methodology and approach, inclusive of all necessary materials and staffing necessary to fully execute and provide CDBG administrative services as requested in the scope of work. Identify all tasks and sub-tasks required to successfully implement all phases of the project.

SECTION D:

LOCAL PREFERENCE
D.1 Pursuant to the City of Palm Springs Local Preference Ordinance 1756, in awarding contracts for services, including consultant services, preference to a Local Business shall be given whenever practicable and to the extent consistent with the law and interests of the public.

The term "Local Business" is defined as a vendor, contractor, or consultant who has a valid physical business address located within the Coachella Valley, at least six months prior to bid or proposal opening date, from which the vendor, contractor, or consultant operates or performs business on a day-to-day basis, and holds a valid business license by a jurisdiction located in the Coachella Valley. "Coachella Valley" is defined as the area between the Salton Sea on the south, the San Jacinto and Santa Rosa Mountains on the west, and the Little San Bernardino Mountains on the east and north. For the purposes of this definition, "Coachella Valley" includes the cities of Beaumont and Banning and the unincorporated areas between Banning and the City of Palm Springs. Post office boxes are not verifiable and shall not be used for the purpose of establishing such physical address.

The consultant will also, to the extent legally possible, solicit applications for employment and proposals for subcontractors and subconsultants for work associated with the proposed contract from local residents and firms as opportunities occur and hire qualified local residents and firms whenever feasible.

In order for a business to be eligible to claim the preference, the business MUST request the preference in the Solicitation response (see Attachment A) and provide a copy of its current business license (or of those it employs for this project) from a jurisdiction in the Coachella Valley. A non-local business that requests the preference based on employing local residents must provide proof of full-time primary residency from a jurisdiction in the Coachella Valley with the proposal. The City reserves the right to determine eligibility.

D.2 List all team members with local expertise. Clearly define their role in the overall project.

COST PROPOSAL; The Cost Proposal· (Envelope #2) shall be clearly marked in a separately sealed envelope and shall include Section E below:

SECTION E:

COST PROPOSAL (*see instructions in Section 6 above and Attachment "C'1 E.1 The cost proposal (in a separate sealed envelope) shall be based upon the scope of work and any additional information provided and shall be provided as hourly rates that shall be used to bill on a time and material basis. PROPOSERS MUST USE THE COST PROPOSAL 9 Item 1K - Page 40
FORM, ATTACHMENT "C", PROVIDED BY THE CITY IN THE RFP DOCUMENTS. Failure to use the Cost Proposal form Attachment "C" provided by the City WILL be cause for rejection of a proposal. Do NOT include Attachments "A", "B", "D", or "E" in the Cost Proposal, Envelope #2,. Attachments "A", "B", "D", and "E" are to be included in Envelope #1, "Technical/Work Proposal". Remember to submit SIX (6) copies (one marked "Original" plus five (5) copies) of your Cost Proposal in the separately sealed envelope.

8. GENERAL AND SPECIAL CONDITIONS:

DEADLINE FOR SUBMISSION OF PROPOSALS: Proposals will be received in the City of Palm Springs, Office of Procurement and Contracting until 3:00 P.M., LOCAL TIME, TUESDAY, DECEMBER 17, 2019. Proof of receipt before the deadline is a City of Palm Springs, Office of Procurement and Contracting time/date stamp. It is the responsibility of the firms replying to this RFP to see that any proposal sent through the mail, or via any other delivery method, shall have sufficient time to be received by the Procurement Office prior to the proposal due date and time. Late proposals will be returned to the firm unopened. Proposals shall be clearly marked and identified and must be submitted to:

City of Palm Springs
Procurement and Contracting Department
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Attn: Craig Gladders, C.P.M., Procurement & Contracting Manager QUESTIONS: Firms, their representatives, agents or anyone else acting on their behalf are specifically directed NOT to contact any city employee, commission member, committee member, council member, or other agency employee or associate for any purpose related to this RFP other than as directed below. Contact with anyone other than as directed below WILL be cause for rejection of a proposal.

Any questions, technical or otherwise, pertaining to this RFP must be submitted IN WRITING and directed ONLY to:

Craig Gladders, C.P.M.

Procurement & Contracting Manager
3200 East Tahquitz Canyon Way
Palm Springs, CA 92262
via FAX (760) 323~8238
or via EMAIL: [email protected]
Interpretations or clarifications considered necessary in response to such questions will be resolved by the issuance of formal Addenda to the RFP. The deadline for all questions is 3:00 P.M .• Local Time, Tuesday, December 10, 2019. Questions received after this date and time may not be answered. Only questions that have been resolved by formal written Addenda via the Division of Procurement and Contracting will be binding. Oral and other interpretations or clarifications will be without legal or contractual effect.

FORM OF AGREEMENT: The selected firm will be required to enter into a contractual agreement, inclusive of insurance requirements, with the City of Palm Springs in accordance with the standard Contract Services Agreement (see Attachment "F"). Please note that the Exhibits are intentionally not complete in the attached sample standard document. These exhibits will be negotiated with the selected firm, and will appear in the final Contract Services Agreement executed between the parties.
10 Item 1K - Page 41
We specifically draw your attention to the language in the sections of the sample contractual agreement attached entitled "Conflict of Interest" and "Covenants Against Discrimination" and recommend all firms carefully consider these contractual requirements prior to submitting a proposal in response to this RFP. Firms that submit a proposal in response to this RFP shall certify the following:
a) Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. b) Covenant Against Discrimination . In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non discrimination in city contracting.

Failure or refusal to enter into an Agreement as herein provided or to conform to any of the stipulated requirements in connection therewith shall be just cause for an annulment of the award. If the highest ranked Proposer refuses or fails to execute the Agreement, or negotiations are not successful, or the agreement is terminated, the City may, at its sole discretion, enter negotiations with and award the Contract to the second highest ranked Proposer, and so on.

The term of the agreement that is awarded as a result of this RFP shall be in effect for three (3) years with two (2) optional one-year extensions.

AWARD OF CONTRACT: It is the City's intent to award a contract to the firm that can provide all of the scope of work, equipment and services identified in the RFP document. However, the City reserves the right to award a contract, or to make no award, whichever is in the best interest of the City. It is anticipated that award of the contract will occur at the next regularly scheduled City Council meeting after the evaluation committee has made its final selection of the firm to be recommended for award and a contract has been negotiated and agendized for consideration. The decision of the City Council will be final.

RIGHT TO ACCEPT OR REJECT PROPOSALS: The City of Palm Springs reserves the right to waive any informality or technical defect in a proposal and to accept or reject, in whole or in part, any or all proposals and to cancel all or part of this RFP and seek new proposals, as best 11 Item 1K - Page 42
serves the interests of the City. The City furthermore reserves the right to contract separately with others certain tasks if deemed in the best interest of the City.

INSURANCE: Insurance provisions are contained in the Standard Contract Services sample agreement included in the RFP. The successful Proposer will be required to comply with these provisions. It is recommended that Proposers have their insurance provider review the insurance provisions BEFORE they submit their proposal.

RESPONSIBILITY OF PROPOSER: All firms responding to this RFP shall be responsible. If it is found that a firm is irresponsible (e.g., has not paid taxes, is not a legal entity, submitted an RFP without an authorized signature, falsified any information in the proposal package, etc.), the proposal shall be rejected.

PUBLIC RECORD: All documents submitted in response to this solicitation will become the property of the City of Palm Springs and are subject to the California Code Section 6250 et seq., commonly known as the Public Records Act. Information contained in the documents, or any other materials associated with the solicitation, pursuant to CA Government Code 6255 during the negotiation process, may be made public after the City's negotiations are completed, and staff has agendized the recommendation to the City Council for the award of a contract to a specific firm, but before final action is taken by the City Council to award the contract.

Although the California Public Records Act ("CPRA") recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information submitted in a proposal is a trade secret. If a request is made for information marked "Confidential," "Trade Secret," Proprietary," or any other similar designation, the City will provide the party submitting such information with reasonable notice to allow the party to seek protection from disclosure by a court of competent jurisdiction.

If a submitting party contends that a portion of the proposal is confidential even under the CPRA, the party: 1) must clearly label each document and/or page deemed a confidential document 2) the legal rationale supporting such contention including specific references to applicable provisions of the Public Records laws of the State 3) must actively defend against any request for disclosure of information which the party has determined should not be released, and 4) must indemnify and hold harmless the City from any loss, claim or suit, including attorneys' fees, brought by a person challenging the City's refusal to release the documents. The City will not, under any circumstances, incur any expenses, or be responsible for any damages or losses incurred by a party submitting a proposal or any other person or entity, because of the release of such information. The City will not return the original or any copies of the proposal or other information or documents submitted to the City as part of this RFP process. NOTE THAT THE CITY MAY NOT RECOGNIZE PROPOSALS WHERE ALL

OF THE INFORMATION, VIA A BLANKET STATEMENT, IS SUBMITTED AS PROPRIETARY INFORMATION OR A TRADE SECRET. SUCH PROPOSALS MAY BE FOUND NON RESPONSIVE.

COST RELATED TO PROPOSAL PREPARATION: The City will NOT be responsible for any costs incurred by any firm responding to this RFP in the preparation of their proposal or participation in any presentation if requested, or any other aspects of the entire RFP process.

COMPLIANCE WITH LAW: Proposer warrants that all Services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations.

LICENSES, PERMITS, FEES, AND ASSESSMENTS: Proposer represents and warrants to City that it will obtain all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work and Services requested in 12 Item 1K - Page 43
this RFP. Proposer represents and warrants to City that Proposer shall, at its sole cost and expense, keep in effect at all times during the term of the Agreement if so awarded, any license, permit, qualification, or approval that is legally required for Proposer to perform the Work and Services under the Agreement if so awarded. Proposer shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Proposer's performance of the Work and Services required under the Agreement if so awarded. Proposer shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City to the fullest extent permitted by law.

BUSINESS LICENSE: The selected firm will be required to be licensed in accordance with the City of Palm Springs Business License Ordinance, Municipal Code Chapter 3.40 through 3.96, entitled "Business Tax''.

INVESTIGATIONS: The City reserves the right to make such investigations as it deems necessary to determine the ability of the firms responding to this RFP to perform the Work and the firm shall furnish to the City all such information and data for this purpose as the City may request. The City reserves the right to reject any proposal if the evidence submitted by or investigation of such firm fails to satisfy the City that such firm is properly qualified to carry out the obligations of the Contract and to complete the Work contemplated therein.

NONCOLLUSION: The undersigned, by submission of this Proposal Form, hereby declares that this Proposal is made without collusion with any other business making any other Proposal, or which otherwise would make a Proposal. Proposer must execute an Affidavit of Non Collusion provided as Attachment "B" in the RFP and include it with their proposal.

PROPOSALS TO REMAIN OPEN: The Proposer shall guarantee that all contents of their proposal shall be valid for a period of 120 calendar days from the due date of proposals.

OTHER PUBLIC AGENCY "PIGGYBACK" CLAUSE": It is intended that any other public agency, at the mutual consent of both parties and consistent with the public agency's policies and procedures, be permitted to purchase under the terms submitted in response to this procurement. Any participating agency shall take sole responsibility for the placing of orders, arranging for delivery and or services, and making payments to the vendor, contractor, or consultant. The City of Palm Springs will not be liable or responsible for any obligations, including but not limited to financial responsibility, in connection with the participation by other public agencies.

SIGNED PROPOSAL AND EXCEPTIONS: Submission of a signed proposal will be interpreted to mean that the firm responding to this RFP has hereby agreed to all the terms and conditions set forth in all of the sheets which make up this Request for Proposals, and any attached sample agreement. Exceptions to any of the language in either the RFP documents or attached sample agreement, including the insurance requirements, must be included in the proposal and clearly defined. Exceptions to the City's RFP document or standard boilerplate language, insurance requirements, terms or conditions may be considered in the evaluation process; however, the City makes no guarantee that any exceptions will be approved. l3
Item 1K - Page 44
ATTACHMENT "A"
*THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAUWORK PROPOSAL (Envelope #1)*
REQUESTS FOR PROPOSALS (RFP) # 07-20

CDBG PROGRAM ADMINISTRATIVE SERVICES

SIGNATURE AUTHORIZATION
NAME OF COMPANY (PROPOSER):

BUSINESS ADDRESS: ____________________________ _
TELEPHONE: _______ CELL PHONE _______ .FAX. _______ _
CONTACTPERSON EMAIL ADDRESS _________ _
A I hereby certify that I have the authority to submit this Proposal to the City of Palm Springs for the above listed individual or company. I certify that I have the authority to bind myself/this company in a contract should I be successful in my proposal.

PRINTED NAME AND TITLE

SIGNATURE AND DATE
B. The following information relates to the legal contractor ltsted above, whether an individual or a company. Place check marks as appropriate:

1. If successful, the contract language should refer to me/my company as:
__ An individual;
__ A partnership, Partners' names: ___________ _
__ A company;
__ A corporation If a corporation, organized in the state of: ___ _

2. My tax identification number is: ______________ _
Please check below IF your firm qualifies as a Local Business as defined in the RFP:
__ A Local Business (licensed within the jurisdiction of the Coachella Valley).

Copy of current business license is required to be attached to this document.

ADDENDA ACKNOWLEDGMENT:

Acknowledgment of Receipt of any Addenda issued by the City for this RFP is required by including the acknowledgment with your proposal. Failure to acknowledge the Addenda issued may result in your proposal being deemed non-responsive.

In the space provided below, please acknowledge receipt of each Addenda:

Addendum(s) # ______ is/are hereby acknowledged.
14 Item 1K - Page 45
ATTACHMENT "B"
.,-HIS FORM MUST BE COMPLETED AND SUBMITIED WITH YOUR TECHNICAL/WORK PROPOSAL (Envelope #1)*

NON-COLLUSION AFFIDAVIT TO BE EXECUTED BY BIDDER AND NOTARIZED

AND SUBMITTED WITH BID
STATE OF CALIFORNIA) ss

COUNTY OF RIVERSIDE)
The undersigned, being first duly sworn, deposes and says that he or she is f the party making the foregoing
Proposal. That the Proposal is not made in the interests of, or on the behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the Proposal is genuine and not collusive or sham; that the Proposer has not directly or indirectly induced or solicited any other Proposer to put in a false or sham Proposal, and has not directly or indirectly colluded, conspired, connived, or agreed with any Proposer or anyone else to put in a sham Proposal, or that anyone shall refrain from Proposing; that the Proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the Proposal price of the Proposer or any other Proposer, or to fix any overhead, profit, or cost element of the Proposal price, or of that of any other Proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the Proposal are true; and, further, that the Proposer has not, directly or indirectly, submitted his or her Proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereof, or paid, and will not pay, any fee to any corporation, partnership, company, association, organization, Proposal depository, or any other member or agent thereof to effectuate a collusive or sham Proposal.

Iide;
subscribed and sworn to before me this day of ,2019.
lS
Item 1K - Page 46
ATTACHMENT "C"
*THIS FORM MUST BE COMPLETED AND SUBMITTED IN A SEPERATEL Y SEALED ENVELOPE#2 "Cost Proposal", NOTwith Envelope #1, Technical/Work Proposal*) REQUEST FOR PROPOSAL (RFP #07-20)

CDBG PROGRAM ADMINISTRATIVE SERVICES

COST PROPOSAL
Responding to Request for Proposal No. 07-20 Community Development Block Grant (CDBG) Program Administrative Services, IN-IE will accept as full payment the following hourly rates by staff person/position to provide the as-needed administrative services as defined in the scope of work.

NAME OF FIRM SUBMITTING THIS COST PROPOSAL: __________ _ SCHEDULE OF STAFF HOURLY BILLING RATES:

STAFF PERSON TITLE HOURLY RATE
Reimbursable Expenses:

For the initial three (3) years of the Agreement term, the proposed amount shall not exceed the hourly rates quoted.

PRICE ADJUSTMENT: The contract price will be adjusted annually on the anniversary date in Option year 4 and Option year 5 if exercised. The payment adjustment will be adjusted upward or downward by the same percentage increase or decrease, occurring during the previous twelve months, in the consumer price index for all urban consumers (CPI-U) for the Riverside/San Bernardino/Ontario Area (published by the Bureau of Labor Statistics, U.S. Department of Labor), or applying a similar index if the CPI-U is not published or available. 16 Item 1K - Page 47
ATTACHMENT "D"
~HIS FORM MUST BE COMPLETED AND SUBMmED WITH YOUR TECHNICAL/WORK PROPOSAL (Envelope #1)*

CITY OF PALM SPRINGS, CA

CONFLICT OF INTEREST AND NON-DISCRIMINATION

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

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

NAME OF CONSULTANTNENDOR: ______________ _
NAME and TITLE of Authorized Representative:
(Print) _________________________ _
Signature and Date of Authorized Representative:
(Sign) _________________ (Date) _____ _
l7
Item 1K - Page 48
ATTACHMENT "E"
-THIS FORM MUST BE COMPLETED AND SUBMI'ITED WITH YOUR TECHNICAL/WORK PROPOSAL (Envelope #1)*
Who Must File?

CITY OF PALM SPRINGS

PUBLIC INTEGRITY DISCLOSURE
{INSTRUCTIONS FOR APPLICANTS)
Applicants that are NOT a natural person or group of natural people that will be identified on the application, and seek a City approval determined by a vote of City officials.

Examples include corporations, limited liability companies, trusts, etc. that seek a City Council approval, or an approval by one of the City's board or commissions.

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

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

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

What Must I Disclose?
18 Item 1K - Page 49
A. The names of all natural persons who are officers, directors, members, managers, trustees, and other fiduciaries serving trusts or other types of organizations ( attorneys, accountants, etc.).

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

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

What if I Have Questions?

PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
*There are some additional supplementary instructions with an example following the form should you need further clarification. 19 Item 1K - Page 50

1. 2.
s.

4. 5.

Name of Entity

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
Address of Entity (Principle Place of Business)
Local or California Address (if different than #2)
State where Entity is Registered with Secretary of State If other than California, is the Entitv also reaistered in California? n Yes n No Type of Entity
O Corporation D Limited Liability Company O Partnership O Trust D Other (please specify)

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity
D Officer D Director D Member D Manager
[name]
O General Partner O Limited Partner
Other
D Officer D Director D Member D Manager
[name]
D General Partner O Limited Partner
Other
D Officer D Director D Member D Manager
[name]
O General Partner D Limited Partner
nether
20 Item 1K - Page 51

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

EXAMPLE
JANEOOE 50%, ABC COMPANY, Inc.
(name of owner/investor] [percentage of beneficial interest in entity and name of entitvl
A.
(name of owner/investor] (percentage of beneficial interest in entity and name of entitvl
B.
[name of owner/investor] [percentage of beneficial interest in entitv and name of entitvl
C.
[name of owner/investor] [percentage of beneficial interest in entitv and name of entitvl
D.
[name of owner/investor] [percentage of beneficial interest in entitv and name of enlilvl
E.
[name of owner/investor] [percentage of beneficial interest in entitv 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 21 I
Item 1K - Page 52
City of Palm Springs, CA.

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

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

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

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

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

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

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

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

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

4. Acme Brothers 2, LLC, a California limited liability company a. Managers: George Doe
b. Ownership:
i. 50%
22 Item 1K - Page 53
ATTACHMENT "f"

SAMPLE BOILERPLATE AGREEMENT -EXHIBITS INTENTIONALLY INCOMPLETE

PROFESSIONAL SERVICES AGREEMENT
Community Development Block Grant (CDBG) Program Administrative Services THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement") is entered into, and effective on ______ , 20_, between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, ("City") and [INSERT FULL NAME OF CONSULTANT, FIRM, OR COMPANY], a [INSERT TYPE OF ENTITY. E.G., A CALIFORNIA CORPORATION, A LIMITED LIABILITY COMPANY. ETC.] ("Consultant").

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

RECITALS
A. City has determined that there is a need for [INSERT BRIEF DESCRIPTION OF PROFESSIONAL SERVICES REQUIRED] services for [INSERT BRIEF DESCRIPTION OF PROJECT FOR WHICH PROFESSIONAL SERVICES ARE RELATED] project ("Project").

B. Consultant has submitted to City a proposal to provide [INSERT TYPE OF PROFESSIONAL SERVICES] to City for the Project under the terms of this Agreement.

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

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

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

1. AGREEMENT

SERVICES OF CONSULTANT

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant agrees to perform the professional services set forth in the Scope of Services described in Exhibit "A" (the "Services" or "Work") , which is attached and incorporated by reference. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that Consultant is a provider of first class work and professional services and that Consultant is experienced in performing the Work and Services contemplated and, in light of such status and experience, Consultant covenants that it shall follow the highest professional standards in performing the Work and Services required in this Agreement. For purposes of this Agreement, the phrase "highest professional standards" shall 23 Item 1K - Page 54
mean those standards of practice recognized as high quality among well-qualified and experienced professionals performing similar work under similar circumstances.

1.2 Contract Documents. The Agreement between the Parties shall consist of the following: {l) this Agreement; (2) the Scope of Services; (3) the City's Request for Proposals; and, (4) the Consultant's signed, original proposal submitted to the City ("Consultant's Proposal"), (collectively referred to as the '·Contract Documents"). The City's Request for Proposals and the Consultant's Proposal, which are both attached as Exhibits "B" and "C''. respectively, are incorporated by reference and are made a part of this Agreement. The Scope of Services shall include the Consultant's Proposal. All provisions of the Scope of Services, the City's Request for Proposals and the Consultant's Proposal shall be binding on the Parties.

Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1st) the provisions of the Scope of Services (Exhibit "A"); (2nd) the provisions of the City's Request for Proposal (Exhibit "B"); (3nt) the terms of this Agreement; and, (4th) the provisions of the Consultant's Proposal (Exhibit "C").

1.3 Compliance with Law. Consultant warrants that all Services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations.

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

1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services. Should the Consultant discover any latent or unknown conditions that will materially affect the performance of the Services, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City. 24 Item 1K - Page 55

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

1.7 Further Responsibilities of Parties. Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement.

1.8 Additional Services. City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from such Work. No such extra work may be undertaken unless a written order is first given by the City to the Consultant, incorporating any adjustment in (i) the Maximum Contract Amount, as defined below, and/or (ii) the time to perform this Agreement. Any adjustments must also be approved in writing by the Consultant. Any increase in compensation of up to twenty-five percent (25%) of the Maximum Contract Amount or $25,000, whichever is less, or in the time to perform ofup to thirty (30) days, may be approved by the City Manager, or his designee, as may be needed to perform any extra work. Any greater increases, occurring either separately or cumulatively, must be approved by the Palm Springs City Council. It is expressly understood by Consultant that the provisions of this section shall not apply to the services specifically set forth or reasonably contemplated within the Scope of Services.

2. COMPENSATION

2.1 Maximum Contract Amount. For the Services rendered under this Agreement, Consultant shall be compensated by City in accordance with the Schedule of Compensation, which is attached as Exhibit "D" and incorporated in this Agreement by reference.

Compensation shall not exceed the maximum contract amount of [INSERT NOT TO EXCEED CONTRACT AMOUNT] Dollars,($ ) ("Maximum Contract Amount"), except as may be provided under Section 1.8. The method of compensation shall be as set forth in Exhibit "D." Compensation for necessary expenditures for reproduction costs, telephone expenses, and transportation expenses must be approved in advance by the Contract Officer designated under Section 4.2 and will only be approved if such expenses are also specified in the Schedule of Compensation. The Maximum Contract Amount shall include the attendance of Consultant at all Project meetings reasonably deemed necessary by the City. Consultant shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings. Consultant accepts the risk that the services identified in the Scope of Services may be more costly and/or time consuming than Consultant anticipates, that Consultant shall not be entitled to additional compensation, and that the provisions of Section l.8 shall not be applicable to the services identified in the Scope of Services. The maximum amount of city's payment obligation under this section is the amount specified in this Agreement. If the City's maximum payment obligation is reached before the Consultant's Services under this Agreement are completed, 2S
Item 1K - Page 56
Consultant shall complete the Work and City shall not be liable for payment beyond the Maximum Contract Amount.

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

2.3 Chan2es in Scope. In the event any change or changes in the Scope of Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into:

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

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

3. SCHEDULE OF PERFORMANCE

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

The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the Work of this Agreement according to the agreed upon attached Schedule of Performance (Exhibit "E"), incorporated by reference.

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

3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the Services rendered under this Agreement shall be extended because of any 26 Item 1K - Page 57
delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant (financial inability excepted) if Consultant, within ten (l 0) days of the commencement of such delay, notifies the Contract Officer in writing of the causes of the delay.

Unforeseeable causes include, but are not limited to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City.

The City Manager shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the judgment of the City Manager such delay is justified. The City Manager's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement under this section.

3.4 Term. Unless earlier terminated under this Agreement, this Agreement shall commence upon the effective date of this Agreement and continue in full force and effect until completion of the Services. However, the term shall not exceed three (3) years from the commencement date, except as otherwise provided in the Schedule of Performance described in Section 3.2 above. Any extension must be through mutual written agreement of the Parties.

3.5 Termination Prior to Expiration of Term. City may terminate this Agreement for its convenience at any time, without cause, in whole or in part, upon giving Consultant thirty (30) days written notice. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon such notice, City shall pay Consultant for Services performed through the date of termination. Upon receipt of such notice, Consultant shall immediately cease all work under this Agreement, unless stated otherwise in the notice or by written authorization of the Contract Officer. After such notice, Consultant shall have no further claims against the City under this Agreement. Upon termination of the Agreement under this section, Consultant shall submit to the City an invoice for work and services performed prior to the date of termination. Consultant may terminate this Agreement, with or without cause, upon sixty (60) days written notice to the City, except that where termination is due to material default by the City, the period of notice may be such shorter time as the Consultant may determine.

4. COORDINATION OF WORK

4.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act in its behalf and make all decisions with respect to the Services to be performed under this Agreement:
_______ [INSERT NAME], _____ [INSERT TITLE]. It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services performed hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer.
27 Item 1K - Page 58

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

4.3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, capability, expertise, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not assign full or partial performance of this Agreement, nor any monies due, voluntarily or by operation of law, without the prior written consent of City. Consultant shall not contract with any other entity to perform the Services required under this Agreement without the prior written consent of City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subConsultant(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subConsultant and City. All persons engaged in the Work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. In addition, neither this Agreement nor any interest in this Agreement may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. Transfers restricted in this Agreement shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis.

In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any liability under this Agreement without the express written consent of City.

4.4 Independent Consultant. The legal relationship between the Parties is that of an independent Consultant, and nothing shall be deemed to make Consultant a City employee.

A. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act or represent themselves as City officers or employees. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement. Consultant, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City's offices. City shall have no voice in the selection, discharge, supervision, or control of Consultant's employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Consultant shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers' compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Consultant in its business or otherwise a joint venturer or a member of any joint enterprise with Consultant.
28 Item 1K - Page 59
B. Consultant shall not have any authority to bind City in any manner. This includes the power to incur any debt, obligation, or liability against City.

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

5. INSURANCE

5.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and expense, the insurance described below. The insurance shall be for the duration of this Agreement and includes any extensions, unless otherwise specified in this Agreement. The insurance shall be procured in a form and content satisfactory to City. The insurance shall apply against claims which may arise from the Consultant's performance of Work under this Agreement, including Consultant's agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. Consultant shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified in this Agreement. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided under this Agreement shall be on an occurrence basis. The minimum amount of insurance required shall be as follows:

A. Errors and Omissions Insurance. Consultant shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form professional liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two-million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section. (1) Consultant shall either: (a) certify in wntmg to the City that Consultant is unaware of any professional liability claims made against Consultant and is unaware of any facts which may lead to such a claim against Consultant; or (b) if Consultant does not provide the certification under (a), Consultant shall procure from the professional liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services under this Agreement.
(2) If the policy of insurance is written on a "claims made" basis, the 29 Item 1K - Page 60
policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended '·tail'' coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager. (3) In the event the policy of insurance is written on an "occurrence" basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement.

B. Workers' Compensation Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers' compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Consultant agrees to waive and obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City and to require each of its subConsultants, if any, to do likewise under their workers' compensation insurance policies. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form.

5.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured Item 1K - Page 61
retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or services under this Agreement. Consultant guarantees payment of all deductibles and self-insured retentions. City reserves the right to reject deductibles or self insured retentions in excess of $10,000, and the City Manager or his/her designee may require evidence of pending claims and claims history as well as evidence of Consultant's ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of $10,000.

S.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Consultant under this Agreement:

5.3.1 For any claims related to this Agreement, Consultant's coverage shall be primary insurance with respect to the City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it.

5.3.3 All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage.

5.3.4 No required insurance coverages may include any limiting endorsement which substantially impairs the coverages set forth in this Agreement (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing.

5.3.5 Consultant agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project.

It is Consultant's obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement.

5.3.6 Consultant agrees to ensure that subConsultants, and any other parties 31 Item 1K - Page 62
involved with the Project who are brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subConsultants and others engaged in the Project will be submitted to the City for review.

5.3.8 Consultant shall provide proof that policies of insurance required in this Agreement, expiring during the term of this Agreement, have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten ( I 0) days prior to expiration of the lapsing coverage.

5.3.9 Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements, or as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive.

5.3.10 The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impair the provisions of this section.

5.3.11 Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims.

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

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

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

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

6. INDEMNIFICATION

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

A. To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually "Indemnified Party"; collectively "Indemnified Parties") against any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Consultant's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Consultant, its agents, employees, or subConsultants, or arise from Consultant's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Consultant's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers.

B. The Consultant shall require all non-design-professional sub-Consultants, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub section 6.1 in favor of the Indemnified Parties. In addition, Consultant shall require all non design-professional sub-Consultants, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the 34 Item 1K - Page 65
Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer.

7. REPORTS AND RECORDS

7.1 Accounting Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement.

Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.

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

7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subConsultants, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and the City shall indemnify the Consultant for all resulting damages. Consultant may retain copies of such documents for their own use. Consultant shall have an unrestricted right to use the concepts embodied tin this Agreement. Consultant shall ensure that all its subConsultants shall provide for assignment to City of any documents or materials prepared by them. In the event Consultant fails to secure such assignment, Consultant shall indemnify City for all resulting damages. 7 .4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. All information gained by Consultant in the performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization.
3S
Item 1K - Page 66

8. ENFORCEMENT OF AGREEMENT

8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such County, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

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

8.3 Default of Consultant. Consultant's failure to comply with any provision of this Agreement shall constitute a default.

A. If the City Manager, or his designee, determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Consultant in writing of such default. Consultant shall have ten (l 0) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Consultant shall be liable for all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing shall limit City's right to terminate this Agreement without cause under Section 3.5.

B. If termination 1s due to the failure of the Consultant to fulfill its Item 1K - Page 67
obligations under this Agreement, City may, after compliance with the provisions of Section

8.3A, take over the work and prosecute the same to completion by contract or otherwise. The Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages). The City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Consultant shall not limit Consultant's liability for completion of the Services as provided in this Agreement.

8.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions.

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

8.6 Le2al Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, remedy or recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.

8. 7 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or non-judicial proceeding within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding.
37 Item 1K - Page 68

9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

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

10. MISCELLANEOUS PROVISIONS

10.1 Patent and Copyright Infringement. To the fullest extent permissible under law, and in lieu of any other warranty by City or Consultant against patent or copyright infringement, statutory or otherwise:

A. It is agreed that Consultant shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall pay all costs and damages finally awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the suit or claim and given authority, information and assistance at Consultant's expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the negligence, recklessness or willful misconduct of Consultant. However, Consultant will not indemnify City if the suit or claim results from: (I) City's alteration of a 38 Item 1K - Page 69
deliverable, such that City's alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by Consultant when it is such use in combination which infringes upon an existing U.S. letters patent or copyright.

B. Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Consultant's expense. Consultant shall not be obligated to indemnify City under any settlement that is made without Consultant's consent, which shall not be unreasonably withheld. If the use or sale of such item is enjoined as a result of the suit or claim, Consultant, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto.

10.2 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing. All notices shall be personally delivered, sent by pre-paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission. All notices shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office ifby mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight ( 48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, and instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows:

To City:

To Consultant:

City of Palm Springs
Attention: City Manager & City Clerk
3200 E. Tahquitz Canyon Way
Palm springs, California 92262
Telephone: (760) 323-8204
Facsimile: (760) 323-8332
Attention: --------
Te le phone:------
Facsimile: --------

10.3 lnte2rated Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement.
39 Item 1K - Page 70

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

10.S Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.

10.S Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees.

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

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

10.8. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound.
40 Item 1K - Page 71
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.

Date: -------------
APPROVED AS TO FORM:

By:
-------------Jeffrey S. Ballinger,
City Attorney
APPROVED BY CITY COUNCIL:

Date: Agreement No. __ ----
"CITY"
City of Palm Springs
By:--------------
David H. Ready, PhD
City Manager
ATTEST
By:
---------------Anthony Mejia,
City Clerk
Corporations require two notarized signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer.

CONSULTANT NAME:

Check one_ lnd1v1dual _ J>11rn1ersh1p _ Corporation
By _____________ _ By ___ _
Signature (Notarized) Signature (Notarized)
41 Item 1K - Page 72
CIW. CODE§ 118D
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County of __________ _
On _________ bafarame. __________________ _

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who pmlMd 1D me on the balia of aali8fac.wtJ' evidance 1D be the peman(e) whoa& name(il) ia/are IIUl:lectbed to U. withn natrument int acknowtlldged to me that hafahellhey exac:uted tha aane in hillltw-mllllir mdhorizm capacity(ila). and that t,v hlall.-m.i. aignalur9(a) on the inatrumant 1he penion(a). or the entity upc,n b8half of which tha paraon(a) acb,d. UKUt8d the instrumant.

I C8ftily tnter PENALTY OF PERJURY .rdar the..,_
of 1he stat. of California that the foragoi~ paragi-aph 18 true aid COfT9Ct.

WTTNE8S my hand and official aaal.

Signati.9 ___________ _
--------------OP110NAL--------------
Thour;tl thla aecfton la optionsl. oampletil'1 this infomtsfion can deter alteration of the doc:um8nt or ~~ofthia foml loan unlntendtldcb:cment.

Deacription of Atlac:hed Document
Trlla or Tw,. of Docunen1: ___________ Document Dale: ______ _ Nianber of Pagaa: ___ Sigra(a) 01t1« Than Named Above: __________ _ CepacifytiN) aaimad t,v &igner{a}
Sigr.-·a Name: __________ _
CCllpondll Officer -Tlla(a): -----
Paitr.--D l..imit8d Genend
Individual D Attorney in Fact
Tnmae D GIBl'Cian Of' ear-vator oou-: ____________ _
Signer la Rep,Nwdi~-------
Siur-"aName: __ -=--------
0 C«pond9 Officer -Tille{a}: ----
Partr.-- Limil8d D Genend
0 lndivicull D Attorney in Fact
Trustee D Guardian or ear-wt«
Dou-:------------
Sisir-la Reiir-nlslg: --------
.<o.v.-. .J..U.O:.U:.cx;o,;o:.;;c;CQ.AituUtctaxtGC<.XCCO.O,_.;c_C(.Cf,C(.0::0(,0(C:(.W:.:C!C(WU::A«A«suctot<XO.O,:.r:.:x::< 02014 Nafional Nolay .Aalociaiml · www.NmianalNalay.org • 1_,_00 NOTARY {1-800-878-e827) 1birn 15U07 42 Item 1K - Page 73
EXHIBIT "A"

SCOPE OF SERVICES

4.3 Item 1K - Page 74
EXHIBIT "B"

CITY'S REQUEST FOR PROPOSALS
44 Item 1K - Page 75
EXHIBIT "C"

CONSULT ANT'S PROPOSAL
45 Item 1K - Page 76
EXHIBIT "D"

SCHEDULE OF COMPENSATION
Item 1K - Page 77
EXHIBIT "E''

SCHEDULE OF PERFORMANCE
47 Item 1K - Page 78

CITY OF PALM SPRINGS, CA
REQUEST FOR PROPOSALS (RFP) 07-20

CDBG PROGRAM ADMINISTRATIVE SERVICES
ADDENDUM NO. 1
This Addendum is being issued for the following changes and informational items:

THE FOLLOWING REVISIONS AND/OR ADDITIONS TO THE RFP DOCUMENT

AND INSTRUCTIONS ARE TO BE INCLUDED AND SHALL TAKE

PRECEDENCE OVER ANYTHING CONTRARY ON THE PREVIOUSLY ISSUED

SPECIFICATIONS AND INSTRUCTIONS AND SHALL BE REFERRED TO HEREINAFTER AS PART OF THE CONTRACT DOCUMENTS.

The City has received the following questions and is hereby providing answers thereto:

Q 1: Our proposed staff are located in the Coachella Valley, specifically in the cities of Palm Desert and Coachella. Will we be eligible for the local preference criteria? If so, will a copy oftheir utility bill suffice?
A 1: Yes, you potentially will be eligible for Two (2) points for Local Preference if you are a non-local business that employs or retains local residents and/or firms for this project. Copies of utility bills (with account information redacted*) will suffice.

Q 2: It is our understanding the initial term of the contract is three (3) years, with the option to expand for an additional two (2) years. Is the contract amount not to exceed $86,315 for the three (3) year initial term? If not, what is the annual amount not to exceed?
A 2: The annual not to exceed amount is based on the administrative limit allowed by HUD which is 20% of the award to the City. For Fiscal year 2020 that amount is $86,315. The City award may increase or decrease in subsequent years and therefore the administrative limit may increase or decrease. Unfortunately, the amount of CDBG awards made to the City in future years is unknown.

Item 1K - Page 79
Q 3: For the management of the CDBG grants, the RFP identified eight (8) projects to implement and manage. Is contract limited to managing these eight (8) projects identified in the RFP? Or will contractor be expected to manage other COBG projects, including past projects and future projects awarded?
A 3: Contractor will be expected to manage all CDBG projects, including past {as needed) and future projects.

Q 4: What is the annual amount average received by the City in CDBG funding? A 4: $298,000 average for Fiscal Years 15116 through 19/20.

Q 5: What is the annual average number of projects awarded to the City in CDBG funding? A 5: The City awards an average of 6 projects per year for Fiscal Years 15116 through 19/20.

BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA
Craig L. Gladders, C.P.M.

Procurement & Contracting Manager
DATE: December 3, 2019
ADDENDUM ACKNOWLEDGMENT:

Proposer Firm Name:

Authorized Signature: _______________ Date: ____ _
Acknowledgment of Receipt of Addendum 1 is required by signing and including the acknowledgment with your submittal, or you may also acknowledge the Addenda on the bottom of Attachment A. Failure to acknowledge this Addendum may result in your submittal being deemed non-responsive.

Item 1K - Page 80
EXHIBIT "C"

CONSULT ANT'S PROPOSAL
Item 1K - Page 81
Item 1K - Page 82
..............
the•ramsay-group
Improving Ille v,;,y vou wo,f: : E:mpowerlng the community you serve Contact Information:

Darrell Stamps
Managing Partner
The Ramsay Group
213.256.7657

SOUTHERN CALIFORNIA
23800 Garland Court (headquarters)
Valencia CA. 91354
www.theramsaygroup.com
ds@theramsaygrou1;2.com
2 Item 1K - Page 83

COVER LETTER
12/16/19
City of Palm Springs
the•ramsay-group
!mpruv,ng !hew;,; yoll wml< : Empowering the community you serve Procurement and Contracting Department
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
RE: Administrative Services for the City of Palm Springs's Community Development Block Grant Program Dear Mr. Craig Gladders, C.P.M., Procurement & Contracting Manager:

The Ramsay Group is pleased to present our proposal to the City of Palm Springs to provide Administrative Services for the City of Palm Springs's Community Development Block Grant Program.

The Ramsay Group specialize in minimizing the regulatory burden most public managers face by working along-side them and applying efficient private-sector structure and systems. Our team also has extensive experience managing federal and state-regulated programs such as Community Development Block Grant (CDBG); Housing and Urban Development, Home Investment Partnerships (HOME), Emergency Shelter Grant (HESG).

Our objective is to be an independent contractor capable of providing experienced, knowledgeable and professional management services; be responsive and maintain excellent working relationships with city residents, businesses, government officials and city staff; and provide adequate staffing levels at all times and adhere to established schedules. TRG shall be knowledgeable of and comply with federal, state and local laws, including the City of Palm Springs's Municipal Code. lastly, our firm is currently preparing the City's Consolidated Plan and reviewing its 2019 CAPER. Along with working with Cathedral City and lndlo, The Ramsay group has a distinct understanding of the City's CDBG goals and the needs of the region.

Should you have any further questions or concerns, please contact me directly. I reviewed all elements of the RFP and understand its requirements. I will be the contact/ lead person for this assignment and authorized to contractually obligate the Firm. I can be reached at [email protected] or 213-256- 7657. Our fax is 661-554-0198. The Ramsay Group is a State of California certified Minority Business Enterprise.

We thank you for considering our submission and look forward to the privilege of working with your jurisdiction.

Regards,
7~L~
Darrell Stamps MPA, Managing Partner
3 Item 1K - Page 84
the-ramsay-group
ln1µroving !Ile way yo, wo~k. : Empowering the community you serve SECTION A: QUALIFICATION OF STAFF AND REFERENCES
A.1 Attachment "A" and Attachment "8" attachments follows this page 4 Item 1K - Page 85
! (
\ I
' I
\ / ATTACHMENT "A"
*THIS.FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL (Envelope #1 )*
REQUESTS FOR PROPOSALS (RFP) # 07-20

COBG PROGRAM ADMINISTRATIVE SERVICES

SIGNATURE AUTHORIZATION
NAME OF COMPANY (PROPOSER): ~ 1~ • / ,
/..!...~ t'S!E:J.-""S flV ~re;""/' ,
BUSINESS ) --:2 80 , , / /. ,,0 j__ I I~ I. ' ADDRESS: (7\. .J v t,o-,,.-Pd!,,( L4-tr r VCi e11c1 "i TELEPHONE: ;l. /;;J0;~ l (.0 CELL PHONE S ., ,...... :c;, FAX /V ZJ- CONTACTPERSON /)" {Ct' II ft:' rri / f EMAIL ADDRESS d s: st -f/. e ~ .. , .., ~t) <'°<:1/ . ~ vfff A. I hereby certify that I have the authority to submit this Proposal to the City of Palm Springs for the above listed individual or company. I certify that I have the authority to .blm! myself/this company in a contract should I be successful in my proposal. {),::.,,re/I \p1 1n / r:

PRINTED NAMEAND TITLE
~L /,;2-/G,-/cz_

SIGNATURE AND DATE
B. The following information relates to the legal contractor listed above, whether an individual or a company. Place check marks as appropriate:

1. If successful, the contract language should refer to me/my company as:
_t_ An individual;
__ A partnership, Partners' names: ___________ _
__ A company;
__ A corporation If a corporation, organized in the state of: ___ _

2. My tax identification number is: B ) -0 Y / 7 (, Io<, Please check below IF your firm qualifies as a Local Business as defined In the RFP:
__ A Local Business {licensed within the jurisdiction of the Coachella Valley).

Copy of current business license is required to be attached to this document.

ADDENDA ACKNOWLEDGMENT:

In the space provldj below, please acknowledge receipt of each Addenda:

Addendum(s) # ______ ls/are hereby acknowledged.
14 Item 1K - Page 86
ATTACHMENT "B"
~HIS FORM MUST BE COMPLETED AND SUBMITI'ED WITH YOUR TECHNICAL/WORK PROPOSAL (Envelope #1)*

NON-COLLUSION AFFIDAVIT TO BE EXECUTED BY BIDDER AND NOTARIZED AND SUBM11TED WITH BID
STATE OF CALIFORNIA) ss

COUNTY OF RIVERSIDE)
The undersigned, being first duly sworn, deposes and says that he or she is 0 ..._,-rt' fr S-&, II/ tr of 71:--e &1 4, fat" br ,p,,.,, I , the party making the foregoing Proposal. That the Proposal is not made in the interests of, or o~ the behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the Proposal is genuine and not collusive or sham; that the Proposer has not directly or indirectly induced or solicited any other Proposer to put in a false or sham Proposal, and has not directly or indirectly colluded, conspired, connived, or agreed with any Proposer or anyone else to put in a sham Proposal, or that anyone shall refrain from Proposing; that the Proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the Proposal price of the Proposer or any other Proposer, or to fix any overhead, profit, or cost element of the Proposal price, or of that of any other Proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the Proposal are true; and, further, that the Proposer has not, directly or indirectly, submitted his or her Proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereof, or paid, and will not pay, any fee to any corporation, partnership, company, association, organization, Proposal depository, or any other member or agent thereof to effectuate a collusive or sham Proposal.

By:

Title·
Subscribed and sworn to before me this / <, day of Oe c f7,.,,' e,,--, 2012, [5
Item 1K - Page 87
ATTACHMENT "D"
-THIS FORM MUST BE COMPLETED AND SUBMl'ITED WITH YOUR TECHNICAL/WORK PROPOSAL (Envelope #1)*

CITY OF PALM SPRINGS, CA

CONFLICT OF INTEREST AND NON-DISCRIMINATION

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

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

NAME OF CONSULTANTNENDOR: _..,.~.;...._-..:.i_~_m_y_.:ir ... /_...::G=,r._,J,._c,i;.a..1,1.,d"--- NAME and TITLE of Authorized Representative:
(Print) {} ~.., fir( 11 S" + ~1 ,t' f J ,
Signature and Date of Authorized Representative:
(Sign) ___ ::]...,, _.P"L... __ ?--__ / _______ (Date) ____ _ I
Item 1K - Page 88
ATTACHMENT "E"
"'THIS FORM MUST BE COMPLETED AND SUBMIITED WITH YOUR TECHNICAL/WORK PROPOSAL (Envelope #1)•
Who Must File?

CITY OF PALM SPRINGS

PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTIONS FOR APPLICANTS)
Applicants that are NOT a natural person or group of natural people that will be identified on the application, and seek a City approval determined by a vote of City officials.

Examples include corporations, limited liability companies, trusts, etc. that seek a City Council approval, or an approval by one of the City's board or commissions.

Why Must I FIie?
The City of Palm Springs Public Integrity Ordinance advances transparency in municipal government and assists public officials in avoiding conflicts of interest. The City's Public Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City's interest in ensuring that companies (and other legal entities that are not natural people) doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person, with an ownership interest worth two thousand dollars ($2,000) or more, who has a material financial relationship with any elected or appointed voting City official, or with the City Manager or City Attorney.
~ A material financial relationship Is a relationship between someone who Is an owner/investor in the applicant entity and a voting official (or the City Manager or City Attorney), which relationship Includes any of the followlng:
(1) the owner/investor and the official have done business together during the year prior to the application;
(2) the official has earned income from the owner/investor during the year prior to the filing of the application;
(3) the owner/investor has given the official gifts worth fifty dollars ($50) or more during the year prior to the filing of the application; or
(4) the official might masonably be anticipated to gain or lose money or a thing of value. based upon the owner/investor's interest in the applicant entity, in relation to the application's outcome.

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

What Must I Disclose?
[8
Item 1K - Page 89
A. The names of all natural persons who are officers, directors, members, managers, trustees, and other fiduciaries serving trusts or other types of organizations (attorneys, accountants, etc.).

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

What if I Have Questions?

1. 2.

3. 4.

5. Name of Entity
;k

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
;2.e,, Jt11 5PI t / ~/0"( tJ
Address of Entity (Principle Place of Business)
;J-s g OJ 6ov-/ei~ (\:>i--f-/ f ,/('~~ w; l~ q / 7 15s; Local or California Address (If different than #2)
State where Entity is Registered with Secretary of State ( u / t ~,.,.-n , vi
If other than California, is the Entity also registered in California? n Yes n No Type of Entity
'5'..., le f/cJ/r• t t¼J.-
D Corporation D Limited Liability Company D Partnership D Trust ~ Other (please specify)

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all omcers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity
OC/~ t_l r+-c. 1¥1/' s D Officer D Director O Member D Manager [name]
,
D General Partner D Limited Partner
Other 5'.:,/e fl/d/,,.,~f---.
r
D Officer D Director D Member D Manager
[name]
D General Partner D Limited Partner
Other
D Officer D Director D Member O Manager
[name]
O General Partner O Limited Partner
nether
20 Item 1K - Page 91

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 entilv and name of entitvl
A.
() ~,N ( II )hz. WI id. /Qc)
[name of owner/fnvestor} [percentage of beneficial Interest in entitv and name of entitvl
B.
[name of owner/investor] [percentage of beneficial interest in entitv and name of entirul
C.
[name of owner/investor] [percentage of beneficial interest in entitv and name of entltvl

0. (name of owner/investor] [percentage of beneficial interest in entitv and name of entitvl
E.
[name of owner/investor] [percentage of beneficial interest in entitv and name of entitvl

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

Signature of Disclosing Party, Printed Name, Title Date 21 I
Item 1K - Page 92
the-ramsay-group
Improving tl1e way you work : Empowering the community you serve A.2 Describe the firm's background and qualiflcatlona in the type of effort that tllis project will require, specifically identifying experience with relevant projects successfully completed of similar size and scope.

For over two decades, The Ramsay Group has provided over 60 jurisdictions with accurate and concise strategic planning and project management services. Our track record for successfully developing tong range strategies and managing local programs is extensive and well known. It is the result of tailoring our services to each client's specific needs and understanding the socio-economic conditions of any jurisdiction, which includes land use, infrastructure, affordable housing, labor market and the unique needs and desires of local stakeholders. TRG experience covers the complete gamete of Local, State and Federal planning and program management. They include Housing Elements, Consolidated Plans1 10 Year Plans to End Chronic Homelessness and the newly established Assessment of Fair Housing.

What makes us different?
Two aspects of The Ramsay Group help us stand out from our competitors. First, our product and services reflect the insight we acquire from affordable housing and community development analysts. All our products and services are based on strong community and affordable housing research. Our team of in house experts combines years of applied knowledge with contemporary planning practices. Second, our services and products reflect our experience as planners and community development consultants. We have worked in communities across the U.S. and have witnessed successful planning and development tactics duplicated again and again. We have a proven process of working with diverse communities to identify not just obvious impediments, but assets that can be used to accomplish desired change.

CDBG Administration and Technical Assistance
Jurisdiction : City of Indio
Project Description: 2016 CDBG IDIS Management and 2014, 2015,2016 CDBG Technical Assistance Status: On Going
Jurisdiction : City of Mesa, AZ
Project Description: 2015-2019 Supervised CDBG and ESG Programs. Responsible for the management of Fair Housing and Equal Opportunity; Responsible for CDBG/ESG/and Human Services Grants Application Process; Compliance and Monitoring; Consolidated Planning Process; Analysis of Impediments to Fair Housing; Labor Standards; Environmental Reviews; Section 3; and supervising program staff.

Status: Ended in September 2019
Jurisdiction : City of Chino Hills
Project Description: 2014, 2015,2016 CDBG Technical Assistance Status: On Going
Jurisdiction: City of El Monte
Project Description: 2016 -2017 Supervised CDBG and ESG Programs. Responsible for the management of Fair Housing and Equal Opportunity; Responsible for CDBG/ESG/and Human Services Grants Application Process; Compliance and Monitoring; Consolidated Planning Process; Analysis of Impediments to Fair Housing; Labor Standards; Environmental Reviews; Section 3; and supervising program staff.

Status: Ended in June 2017
5 Item 1K - Page 93
the
-ramsay
-group
1T"ip10.tu1d
the
w::.·v

01.•
w<
: Empowering
the
commumty
you
serve
Jurisdiction
: City
of
Norwalk
Project
Description:
2015
and
2016
CDBG
and
HOME
Technical
Assistance
Status:

Ended
in
June
2017
Jurisdiction:

Bristol
Township,
PA
Project
Description:

CDBG
and
HOME
Administration
Status:

Ended
in
June
2018
Jurisdiction
: Broward
County,
FL
Project
Description:
2015
and
2016
Staff
training
on
IDIS
, econ
Planning
Suite
and Environmental
Assessments
as
well
as
on
-going
technical
assistance
as
needed.

Status:

Ended
in
June
2018
Jurisdiction
: City
of
Spartanburg,
South
Carolina
Project
Description:
2013,
2014,
2015,
2016
Ongoing
technical
assistance
as
needed
(IDIS,
Environmental
Review,
CDBG
&
HOME
Program
Management)
Status:

Ended
in
June
2017
Jurisdiction
: Lexington
County,
South
Carolina
Project
Description:
2015-2016
Technical
assistance
as
needed
(IDIS,
Environmental
Review,
CDBG
&
HOME
Program
Management)
Status:

Ended
in
June
2017
Jurisdiction
: City
of
Richmond,
California
Project
Description:

IDIS
Technical
Assistance
(sub-contractors
for
TOA)
Status:

Complete
March
2015
-
September
2015
A.3
Indicate
the
name
of
any
sub-contractor
firms
or
contractors
that
will
be
utilized
to
make
up
your
team.

Describe
each
sub-contractor's
qualifications,
background
and
specific
expertise
that
they
bring
to
the
Project.

Not
Applicable
6 Item 1K - Page 94
the• ramsay-g rou p
Improving i11e way you work ; Empowering tho community you ,;er11e A.4 List the name and qualifications of the key staff/team members that will be assigned to the Project Provide detailed qualifications of the Project Manager that will be assigned to the Project
Darrell Stamps, MPA (PROJECT LEAD)
Education
M.A in Public Administration.

California State University. fl'l!$no
B.A. In Political Science, California
State University. Fresno
Profesalonal Affillatlon,
Member of the American Plannlng
Association (APA}
Certifications
National Cherrette Institute, Charrette
Planner Certification TrainiOA
Experience Summary
Over the lasttwo decades, Darrell has served as Managing Partner for the Ramsay Group. There, he has been responsible for providing HUD mandated strategic planning, technical assistance and program management for more than 60 HUD entitlement jurisdictions. Darrell worked alongside City staff, nonprofits and community residents in assessing, planning and managing goals and policies relating to the community development needs for jurisdictions most needy citizens.

Darrell routinely works with the State of California's Housing and Community Development Department and the U.S., Department of Housing and Urban Development, in Washington D.C. He has a Bachelors Degree in Political Science and an MA in Public Administration.

Dennis Newburn (PROJECT LEAD #2)
Education
BA. In Political Science, Indiana
State University, Indiana
Professlonal AHlll11tlon1
Member of the American Planning
Asaociation (APA)
Certifications
NatiOnal cnarrene Institute. Charrette
Planner Certification Training
Califomla State university, Fresno.

Experience Summary
Mr. Newburn serves as the Firm's Senior Project Manager. He has extensive e>cperience as a Community Planning and Development Administrator, with extensive experience in affordable housing development, program administration and compliance.

Mr. Newburn will be 100% allocated to the project. Prior to the Ramsay Group, Mr. Newburn worked for the City of Mesa Ariozoan as the HOUSING AND COMMUNITY DEVELOPMENT DEPARTMENT's Community Revitalization Coordinator. There he was the supervisor of CDBG and ESG Programs. Responsible for the management of Fair Housing and Equal Opportunity; Program Manager responsible for COBG/ESG/and Human Services Grants Application Process; Compliance and Monitoring; Consolidated Planning Process; Analysis of Impediments to Fair Housing; Labor Standards; Environmental Reviews; Section 3; and supervising program staff.

Mr. Newburn also has Coachella Valley working e><perience serving as a Program Director for the INLAND FAIR HOUSING AND MEDIATION BOARD. There he managed agency Fair Housing Grants from HUD and local CDBG programs; supervised five department managers and served as member of the executive team.

He also served as a Regional Housing Manager from 2003 to 2012 to the 7 Item 1K - Page 95
the-ramsay-group
llnp,uv,ng the way you wc,rk: Empowe"ng the community you serve RURAL COMMUNITY ASSISTANCE CORP. There he provided technical assistance and training to a number of national jurisdictions. His duties included:
• Planned and managed technical assistance and training to nonprofits and local, tribal, state, and federal government agencies throughout the Rural west; responsible for staff supervision and housing programs administration.
• Directed and served as principal trainer for Fair Housing, Section 3, Labor Standards and HUD/NEPA Environmental
Review workshops country-wide.
• Member of HUD One CPD Assessment Team -CDBG, CDBG
108, CDBG DR, NSP and HOME programs.
• Prepared and awarded over twenty funding proposals;
assisted with strategic planning efforts that resulted in the award of contracts with HUD and USDA Rural Development. • Rural Development Specialist -Housing (2003 -2010)
• Served as a National Trainer on behalf of HUD ONAP and Native American Management Services for NEPA/HUD
{National Environmental Policy Act /Department of Housing and Urban Development) requirements. -Conducted over
thirty trainings for tribes.
• Served as RCAC Principal Trainer for HUD Programs, Labor Standards, Fair Housing and Equal Opportunity and Section 3 Requirements. Conducted over one hundred organizational assessments and provided technical assistance on behalf of HUD CPD Regional Offices to assist grantees with
implementation of applicable program requirements for
HOME and CDBG and USDA Rural Development housing
programs.
• Facilitated over one hundred trainings throughout the Rural West that addressed program implementation and
regulatory compliance with specific regards to land
development, financing, and HOA property management,
and other federal requirements including contract
compliance for nonprofits and tribes.

Mr. Newburn's expertise includes: Affordable Housing Development; CDBG/HOME Compliance; Section 3 Compliance; Fair Housing and Equal Opportunity; Direct Project Technical Assistance; Consolidated Planning; Citizen Participation; Labor Standards Enforcement; and NEPA/HUD Environmental Reviews.

A.5 Include a minimum of three (3) references of recent public agencies for who your flnn has provided similar CDBG administration services as contemplated herein.

Agency
l
Contact Name/ Address Phone Number Summary of Service Project Cost
8 Item 1K - Page 96
City of
Indio
City of
Norwalk
City of El
Monte
the-ramsay-group
Jrnpro·,,ng the w3\' vou w<:>rk : Empowering the community you serve Jesus Gomez -Housing Manager 760-541-4260 CDBG program technical $90an 100 Civic Center Mall/ Indio, CA 92201 assistance/ 101S hour Office: (760) 391-4028/ [email protected] Management/ ConPlan, AAP and CAPER
Development
Kristin Maithonis-Housing Manager 562-929-5653 CDBG program technical $90an City of Norwalk assistance / IDIS hour
12700 Norwalk Blvd., Room 11/ Norwalk, Management/ ConPlan., CA 90651-1030/ [email protected] AAP and CAPER
Development
Minh Thai-Economic Development Director (626) 258-8660 CDBG. HOME, ESG $90an City of El Monte program administration hour
City Hall West/ 11333 Valley Boulevard / ConPlan, AAP and El Monte, California 91731/ CAPER Development
SECTION 8: PROPOSAL ORGANIZATION, CONFORMANCE AND

UNDERSTANDING
B.1 Carefully review and verify that your proposal is well organized and follows ALL OF THE INSTRUCTIONS on proper organization, format, order, and conformance with all requirements, including any and all required signatures, attachments, acknowledgements, or other documents that are required to be submitted. Failure to follow the Instructions may result in your proposal being non-responsive and rejected from consideration.

This section is acknowledged.

8.2 Without reciting the information regarding the Project verbatim as contained In this RFP, convey your overall understanding of the Project and an understanding of the City's expectations upon implementation of the Project.

The above-assigned personnel will serve as an extension of the City of Palm Springs staff, bringing new insights, strategies and management that can be used by the City to ensure the successful administration of the CDBG program. We will ensure weekly coordination with the City and ensure seamless transfer of information. We will also provide monthly reports on the program's progress and make staff available for departmental meetings or public presentations.

OVERALL ADMINISTRATION
The Ramsay Group's program administration/project implementation shall include, but not be limited to: conducting HUD/NEPA environmental review(s); coordinating with funding agencies; developing and administering agency contract(s); requesting, tracking and managing program funds in compliance with program guidelines; developing required public record systems; preparing for and assisting with agency audits and site visits; Davis-Bacon record-keeping requirements; any acquisition or Unifonn Relocation Act compliance; any bid/contract grant 9 Item 1K - Page 97
the
•ramsay
-group
tn,prov,ng
the
WO}
you
wor~,
: Empowering
the
community
you
serve
requirements;
technical
support
on
any
other
requirements
or
criteria
for
implementation;
developing
appropriate
agency
reports,
schedules
and
certifications;
coordinating
and
conducting
any
required community
and
public
input
meetings;
providing
agency
reports;
and
developing
any
annual
and
closeout
agency
submissions
.

ANNUAL
ACTION
PLAN
The
Action
Plan
assembled
by
the
TRG
team
within
the
econ
Suite
will
include
a description
of
federal
state
and
local
resources
available
to
help
augment
both
housing
and
non-housing
development
strategies assembled
to
address
priorities
and
needs.

The
plan
will
outline
measures
taken
to
prioritize
needs
and
identify
the
distribution
of
assistance
throughout
the
Jurisdictions.

This
inventory
will
also
include
an
outline
of
measures
being
taken
to
address
homelessness
and
the
special
needs
constituency.

These
details
will
be
included
in
efforts
to
increase
affordable
housing,
decrease
poverty
and
reduce
the
occurrence
of
and
constituents
living
in
residences
with
lead-based
paint
hazards.

CONSOLIDATED
ANNUAL

PERFORMANCE
AND

EVALUATION
REPORT
TRGs
will
organize
and
prepare
the
CAPER
in
a
manner
fully
compliant
with
federal
guidelines
as
found
in
the
Code
of
the
Federal
Regulations
(CFR)
at
24 CFR
Part

91.520
and
any
changes
or
revisions
therein.

The
performance
report,
assembled
by
the
TRG
team
within
the
econ
Suite,
will
include
a
description
of
the
resources
made
available,
the
investment
of
available
resources,
the
geographic
distribution
and
location
of
investments,
the
families
and
persons
assisted
(including
the
racial
and
ethnic
distribution
of
persons
assisted),
actions
taken
to
affirmatively
further
fair
housing,
and
other
actions
indicated
in
the
Strategic
Plan
and
the
Action
Plan
.

IDIS

MAINTENANCE
The
Ramsay
Group
will
assist
staff
in setting
up
and
maintaining
CDBG/
HOME
project
information
on
the
Integrated
Disbursement
and
Information
System
(1D1S).

IDIS
maintenance
will
occur
as
requested
by
City
each
year,
with
a minimum
of
quarterly
to
update
accomplishments
and
create
drawdown
vouchers.

General
technical
assistance
will
be
provided
as
requested.

TRG
will
provide
assistance
with
updates
to
the
IDIS
system
to
ensure
all
projects
include
required
activity
descriptions,
locations,
and
beneficiaries.

Tasks
will
include,
but
not
limited
to,
the
following:
• • • • • • • • •
Activity
set-
up
new
and
maintenance
of
activity
status
Enter
and
maintain
project/activity
accomplishments
Report
generation
Activity
funding
as
requested
by
City
staff
Set
up
draw-down
vouchers
as
requested
by
City
staff
Create
Program
Income
receipts
Clean
up
IDIS
information
as
needed
Provision
of
technical
assistance
to
City
staff
on
HUD
program
administration
and
reporting
requirements
Monitoring
of
programs
and
files
for
eligibility
File
set-up
and
closeout
Application
Review
and
income
eligibility
determination
Provide
sub-recipient
monitoring
Provide
staff
training
as
requested
Provide
annual
affordable
housing
monitoring
10 Item 1K - Page 98
the-ramsay-group
lmprov,ng the wn} you wors ; Empowering the community you serve B.3 Identify any "key" or "critical" Issues that you believe may be encountered on the Project based on the finn's prior experiences; and provide steps to be taken to ensure the issues identified do not affect the successful delivery of the Project.

Based on experience, common "key" issues are inadequate record keeping and IDIS management. During the first 30 days of the assignment, staff will review files to ensure that they meet regulatory compliance. We will also review and mitigate any IDIS "issues" as indicated on the City's IDIS dashboard.

SECTION B: WORK PROPOSAL
C.1 Proposer should refine and/or expand the Scope of Work to reflect their understanding of the project and include a detailed technical work proposal, including proposed time frame/schedule, methodology and approach, inclusive of all necessary materials and staffing necessary to fully execute and provide CDBG administrative services as requested in the scope of work. Identify all tasks and sub-tasks required to successfully Implement all phases of the project.

General Scope of Services: Consistent with section B.2 of this proposal, The Ramsay Group (TRG) shall provide administrative and CDBG programmatic assistance in support of the City's CDBG Program beginning in fiscal year 2019 including maintenance of the Integrated Disbursement and Information System (IDIS), preparation of the Consolidated Annual Performance and Evaluation Report (CAPER) for the FY19/20 reporting period and Annual Action Plan.

Service Delivery: TRG shall, as authorized, undertake the necessary management, data gathering, analysis and reporting necessary to ensure the City complies with all Federal, State and Local regulations and requirements associated with effective implementation, management and oversight of the City's CDBG Program. At a minimum, TRG will provide the following activities.

B. Provide assistance with updates to the !DIS system to ensure all projects include required activity descriptions, locations, and beneficiaries C. Provide assistance in the preparation of a system of reporting and recordkeeping that includes the quarterly updating of data in the IDIS and the establishment and maintenance of activity records sufficient to demonstrate that each activity meets the regulatory requirements of the CDBG program
D. Meet weekly with the staff of the Office of Community Development to review program progress and program regulations.
11 Item 1K - Page 99
the-ramsay-group
Improving llle way you work : e:.mpowertng the eommunlty you serve E. Provide assistance in compiling eligibility documentation in accordance with HUD regulations for 2019, 2020 and 2021 funded projects, including National Objective determinations and assistance with determining the level of environmental review required for each project/activity (which shall include assistance in preparing an Environmental Review Record (ERR).

F. Provide assistance in preparing for the Department of Housing & Urban Development program monitoring of CDBG projects.

G. Preparation and Successful Submission of the Consolidated Annual Performance and Evaluation Report (CAPER) for the FY18/19 Reporting Period (CAPER due by September 2020). TRG will submit the CAPER to the U.S. Department of Housing and Urban Development (HUD) within 90 days of the end the City's program year as required. The CAPER will be prepared using the eCon Planning Suite and in accordance with CFR Part 91 and related HUD directives titled Consolidated Annual Performance and Evaluation Reporting for Entitlement Grantees.

Schedule:

To Meet all the above work proposal, The Ramsay Group proposes a 30 hour a week schedule. We will also have staff on site at least one (1) day a week. The Ramsay Group is open to additional days. The final schedule will be in accordance to the City's needs.

SECTION D: LOCAL PREFERENCE
D.1 Pursuant to the City of Palm Springs Local Preference Ordinance 1756, In awarding contracts for services, Including consultant services, preference to a Local Business shall be given whenever practicable and to the extent consistent with the law and Interests of the public.

Not Applicable
D.2 List all team members with local expertise. Clearly define their role in the overall project.

Not Applicable
12 Item 1K - Page 100
the
-ramsay
-group
r,pr,,-,r,g
me
way
you
wori,
: Empowering
the
commun
ty
you
serve

SECTION
E:

COST

STATEMENT

ATTACHMENT
HC"
*THIS
FORM
MUST
BE

COMPLETED
AND

SUBMITTED
IN
A
SEPERA
TEL
Y
SEALED
ENVELOPE#2
"Cost
Proposal",
NOTwith
Envelope
#1,
Technical/Work
Proposal*)

REQUEST
FOR

PROPOSAL
(RFP
tl07-20)
CDBG

PROGRAM

ADMINISTRATIVE

SERVICES
COST

PROPOSAL
Responding
to
Request
for
Proposal
No.
07-20
Community
Development
Block
Grant
(COBG)
Program
Administrative
Services,
lfWE
will
accept
as
full
payment
the
following
hourly
rates
by
staff
person/position
to
provide
the
as-needed
administrative
services
as
defined
in
the
scope
of
work
.

NAME
OF
FIRM

SUBMITTING
THIS
COST

PROPOSAL
:

The
Ramsay
Group

SCHEDULE
OF
STAFF
HOURLY

BILLING
RATES:

STAFF
PERSON
TITLE
Darrell
Stamps
Dennis
Newburn
Reimbursable
Expenses:

The
below
expenses
will
only
apply
during
onsite
visits:
•
Mileage
-.58
per
mile
•
Lodging
-$140
per
night
HOURLY
RATE $75 $75
•
Meals
and
Incidental
Expenses
-$66
.00
per
day
.

For
the
initial
three
(3) years
of
the
Agreement
term,
the
proposed
amount
shall
not
exceed
the
hourly
rates
quoted.

PRICE

ADJUSTMENT
: The
contract
price
will
be
adjusted
annually
on
the
anniversary
date
in
Option
year
4 and
Option
year
5 if
exercised.

The
payment
adjustment
will
be
adjusted
upward
or
downward
by
the
same
percentage
increase
or
decrease,
occurring
during
the
previous
twelve
months,
in
the
consumer
price
index
for
all
urban
consumers
(CPI-U)
for
the
Riverside/San
Bernardino/Ontario
Area
(published
by
the
Bureau
of
Labor
Statistics
, U.S.

Department
of
Labor),
or
applying
a
similar
index
if the
CPI-U
is
not
published
or
available
.
13 Item 1K - Page 101
EXHIBIT "D"

SCHEDULE OF COMPENSATION
SCHEDULE OF STAFF HOURLY BILLING RATES:

STAFF PERSON TITLE
Darrell Stamps
Dennis Newburn
Reimbursable Expenses:

HOURLY RATE
$75
$75
The below expenses will only apply during onsite visits: Mileage -.58 per mile • Lodging -$140 per night
• Meals and Incidental Expenses -$66.00 per day.

Not to exceed $87,000 per year.

For the initial three (3) years of the Agreement term, the proposed amount shall not exceed the hourly rates quoted.

Item 1K - Page 102
EXHIBIT "E"

SCHEDULE OF PERFORMANCE
Services to be provided on an as-needed basis during the tenn of the Agreement.

Item 1K - Page 103
CERTIFICATE OF LIABILITY INSURANCE l
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ACORD 25 (2018'03) TM ACORD name and logo.,. f9811118Nd ma1b of ACORD Item 1K - Page 104
Certific.-1te of Exemption from
Workers' Compens~tion Insurance
TO: City of Palm Springs
ATTN: City Clerk and Risk Manager
SUBJECT: Sole Proprietor/Partnership/Closely Held Corporation with No Employees Please let tNs memorand1.m notify the City of Palm Springs that I am a 181 sole proprietor
0 partnership
D closely held corporation
and do not have any employees whose employment requires me to carry workers' compensation Insurance. Therefore, I do not carry workers' compensation insurance coverage. I further warrant that f understand the requirements of Section 3700, et seq., of the California Labor Cade with respect to providing Workers' Compensation coverage for anv employees. I agree to comply with the code requirements and all other applicable law& and regulations regarding workers' compensation, payroll taxes, FICA and tax withholding and similar employment issues. I further agree to hold the City of Palm Springs hannless from loss or liability which may arise from the failure to comply with any such laws regulations.

Risk Management Approval:

Date
Date
..

CITY COUNCIL STAFF REPORT

DATE: JULY 21, 2025 CONSENT CALENDAR

SUBJECT: APPROVE ARENAS BUSINESS DISTRICT FLAGPOLE PROJECT

FROM: Scott C. Stiles, City Manager

BY: Office of Economic Development
Public Works Department

SUMMARY:

On July 9, 2024, the City Council directed City staff to gather additional information about, among other potential projects, a landmark flagpole installation in the Arenas District area.

The Board of Directors of Greater Palm Springs Pride has proposed a joint project for the construction, installation, maintenance, and operation of a Pride Landmark Flagpole in the Arenas Business District area (“Project”). This agenda item provides the City Council with the opportunity to consider and approve such Project.

RECOMMENDATION:

1. Provide direction to staff on entering into a license agreement with Palm Springs Pride for the construction, installation, maintenance, and operation of the landmark flagpole, with a not-to-exceed $75,000 in project reimbursements;

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

BUSINESS PRINCIPAL DISCLOSURE:

Greater Palm Springs Pride (“Palm Springs Pride”) is a California nonprofit public benefit corporation, exempt from federal taxation pursuant to Section 501(c)(3) of the Internal Revenue Code. As a nonprofit corporation, it has no “owners”. According to the most recent California Secretary of State filings, dated April 7, 2023, Palm Springs Pride ’s officers are as follows: Ron deHarte, Chief Executive Officer, William Wheler, Secretary, and Julian King, Chief Financial Officer.

BACKGROUND:

Members of the Arenas Business District, the first business district to be certified under the City’s Commercial District Program (Ord. No. 2091), have been discussing a variety Item 1L - Page 1
City Council Staff Report
July 21, 2025 -- Page 2
Arenas District Landmark Flagpole

of capital improvements within the District to draw visitors from downtown and the Convention Center. In addition, the draft Palm Springs Economic Development Strategic Plan includes focusing on LGBTQIA+ marketing for tourism and business travel at the Palm Springs Convention Center.

During the June 27, 2024 City Council meeting, Council requested information be provided on the City’s ability to install a n LGBTQ Landmark Flagpole within the Arenas Business Distric t as a result of preliminary discussions with Palm Springs Pride.

Thereafter, o n July 9, 2024, the City Council directed City staff to gather additional information about, among other potential projects, a landmark flagpole installation in the Arenas District area.

On March 16, 2025, Palm Springs Pride provided a letter ( Attachment A) to the City, proposing a type of private-public partnership, with the City funding and installing a 65’ landmark flagpole. Palm Spri ngs Pride proposed that the landmark flagpole be located on the Southwest side of Arenas District in the City -owned parking lot on the West side of Indian Canyon Drive (Attachment B). In concert with conceptualizing possible Arenas District improvements and th is request from the P alm Springs Pride to partner on a Landmark Flagpole, City staff conducted preliminary feasibility analysis and due diligence research on the proposed location.

Staff also sought bids to corroborate estimated cost projections. Specifically, City s taff solicited a formal Invitation for Bids to provide more accurate pricing information to assist Council in its review of this proposed Project. Palm Springs Pride proposed to contribute a sum of seventy-five thousand dollars ($75,000) towards the expenses associated with the above -ground flagpole. This commitment, along with the other rights and responsibility of the City and Palm Springs Pride would be memorialized in a written agreement as set forth in Attachment C.

The proposed agreement would also include covering up to a not -to-exceed amount of $75,000 (plus $1/yr of the remaining term) toward the cost of installation and management of the flagpole, flag purchases, management of the raising and lowering of proposed, pre- approved flags, and general maintenance of the flagpole itself. The City would construct and install the flagpole at the designated location. The terms of the license, as proposed by Palm Springs Pride, are proposed as follows:

• Term: 30 years;
• Reimburse the City’s Economic Development in an amount not-to-exceed $75,000 of project costs;
• Future license payment from Palm Springs Pride to City of $1/year; • Cost of flags and operation of flagpole is sole responsibility of Palm Springs Pride;
• Maintenance of the larger concrete base and area s around the flagpole monument is responsibility of the City (i.e., City property); Item 1L - Page 2
City Council Staff Report
July 21, 2025 -- Page 3
Arenas District Landmark Flagpole

• Flag policy, as indicated in the Statement of Operating Procedures (Attachment A), flags to be flown will include:
o The United States Flag and The State of California Flag o The Gilbert Baker designed Pride flag.
o The Transgender flag designed by Monica F Helms
o The Leather Pride flag designed by Anthony (Tony) F. DeBlase o The Bisexual Pride flag designed by Michael Page are approved alternative Pride flags.

And, GPSP will fly the U.S. flag on:
o Memorial Day, Flag Day, Independence Day and Veterans Day o The flag shall be lowered to half-staff by presidential or gubernatorial, or local proclamation, at GPSP's discretion

An estimate of the potential costs of installation, and other considerations, are detailed below.

STAFF ANALYSIS:

Staff conducted an on -site inspection of the Arenas District along East Arenas Road between Southwest corner of the district in the City-owned parking lot on Indian Canyon Drive and Arenas Road. In addition, staff reviewed historic as-built plans and concluded the proposed site is suitable for the proposed flagpole installation. Staff researched the costs associated with installing a 65’ flagpole at this site.

In order to supply the Council with as much detail as possible, an initial Invitation for Bids (IFB 25-10) was initiated by the City’s Procurement and Contracting Department on June 19, 2025, based on the Department of Public Works specifications. Bids wer e solicited directly via the City’s procurement vendor portal, PlanetBids. Cost estimates for the flagpole, associated construction costs, and contingency are outlined in the table below.

Item Cost (estimate)
Flagpole ki t and installatio n, lighting, base and
protective bollards
$99,521.48
Contingency (10%) $9,952.15
Total $109,473.63

Palm Springs Pride would manage and operate the flagpole and will indemnify the City against any damages as a result of such operation. Their flag policy and operation agreement is included in Attachment A.

The timing of installation w ould include awarding the project, contract execution, purchasing of materials and installation by the selected contractor. Palm Springs Pride’s goal is to have the Project implemented by Palm Springs Pride, 2025.

Item 1L - Page 3
City Council Staff Report
July 21, 2025 -- Page 4
Arenas District Landmark Flagpole

ENVIRONMENTAL ASSESSMENT:

The Project is categorically exempt from the California Environmental Quality Act (“CEQA”) pursuant to State CEQA Guidelines Section 15303, New Construction or Conversion of Small Structures (“Class 3”). The Class 3 exempt allows, in part, the construction and location of limited numbers of new, small structures. Here, the Project is exempt per the Class 3 exemption since it involves the installation of a single, new flagpole on City-owned property in the downtown commercial district.

The City has also considered whether the proposed Project is subject to any exception to the Class 3 exemption, as set forth in State CEQA Guidelines section 15300.2. No exception applies for the following reasons:

1. The Project is not located in a particularly sensitive environment. The site is located in the downtown commercial district, whereby the site and every surrounding lot has been developed. Since the Project and surrounding area is fully built-out, no sensitive environment exists in this location.

2. The Project would not result in any significant cumulative impacts on the environment. The likelihood of another flagpole being installed in the surrounding vicinity is extremely low, based on lack of available open space and desire.

3. The Project does not involve any unusual circumstances and has no potential to result in a significant impact on the environment. The Project involves installation of a single, thin flagpole with a height of 65 feet and a significantly smaller footprint th an the activities contemplated in the Class 3 exemption.

Further, the Project is located in a fully developed commercial area near buildings of similar height and sits on City-owned property, where there are no height standards for flag poles. Lastly, the site is not listed on any hazardous materials registry, contains no sensitive habitats or archaeological resources, and is not subject to extraordinary geological or flood hazards beyond standard building-code provisions.

4. The Project is not located near any scenic highways; therefore, it does not have the possibility to damage any scenic resources within a state scenic highway.

5. The Project is not located on a site which is included on any list compiled pursuant to Section 65962.5 of the Government Code.

6. The Project site or adjacent property does not contain any historical resources, therefore there is no possibility the project would result in any significant impact on a historical resource.

If approved, Staff is directed to file a Notice of Exemption within five (5) working days from this approval.

ALIGNMENT WITH STRATEGIC PLANNING:

Item 1L - Page 4
City Council Staff Report
July 21, 2025 -- Page 5
Arenas District Landmark Flagpole

This Project aligns with th e following City Council Strategic Planning Goals/ Enhanced areas of focus: Economic Development -- Support a vibrant economy, including tourism, and new and existing businesses; and economic development planning, in that this Project aims to enhance the draw of visitors to the Arenas Business District area.

FISCAL IMPACT:

The proposed funding source is $109,473.63 from Economic Development FY26 budget.

A total of $75,000 will be reimbursed upon presentation of expenses to the Pride organization. When we include the $1/yr, the total reimbursement for the flagpole expenses will amount to a total of not to exceed with license income amounts to $75,029.

The table below illustrates the capital obligations:

Payee Amount
City -$109,473
PS Pride Reimbursement $75,000
Total City Contribution -$34,473

REVIEWED BY:

Procurement and Contracting Manager: Tabitha Richards
Chief Economic Development Officer: Wayne Olson
Director of Public Works: David McAbee
City Attorney: Jeffrey Ballinger
City Manager: Scott Stiles

ATTACHMENTS:

A. Palm Springs Pride Landmark Flagpole proposal documents B. Proposed location of Landmark Flagpole
C. Form of License Agreement

Item 1L - Page 5

ATTACHMENT A

Item 1L - Page 6
Item 1L - Page 7
Greater Palm Springs Pride | 329 W Mariscal Rd, Palm Springs, CA 92262 Landmark Art Installa.on: Arenas District Pride Flagpole

1. Project Overview
This outlines the responsibilities and obligations for the project between the City of Palm Springs ("City") and Greater Palm Springs Pride ("GPSP") regarding the construction, installation, maintenance, and operation of a 65-foot Pride Flagpole in the Arenas District. GPSP is a 501 (c) (3) nonproﬁt organization that fosters Pride in and respect for LGBTQ+ communities locally and globally.

2. Project Description
The project involves the construction of a 65-foot ﬂagpole within two existing parking spaces at the southwest intersection of Indian Canyon Drive and Arenas Road, the gateway to the Arenas District. This landmark art installation will feature a 15-foot by 25-foot Pride ﬂag.

3. Historical Signiﬁcance
The Arenas District Pride Flagpole will serve as a beacon of hope and a tribute to the LGBTQ+ rights movement. Designed by Gilbert Baker (June 2, 1951-March 31, 2017), the original rainbow ﬂag, ﬁrst ﬂown in San Francisco in 1978, has become an international symbol of LGBTQ+ equality. This landmark art installation commemorates the activists who fought for LGBTQ+ rights, recognizing the ongoing journey towards liberation, freedom, and equality.

4. Project Location
The 288-square-foot project site is located within two city-owned parking spaces at the southwest corner of Indian Canyon Drive and Arenas Road.

5. Project Scope of Work
Our understanding is that the City shall be responsible for the following:
• Installation of a 65-foot ﬂagpole, including base and footing. • Construction of a 16-foot by 18-foot concrete base, matching existing sidewalk and ADA accessibility standards.
• Installation of recessed electric uplights around the base with a sundown-to-sunup timer. • Placement of 22-inch diameter spherical bollards for seating and vehicular protection. • Obtaining all necessary site development permits, including:
◦ Flagpole installation.
◦ Concrete base construction and bollard placement.
◦ Removal of plantings within the foundation and patio footprint and for modiﬁcation of existing irrigation systems.
• Protecting existing trees, hedges, and shrubs adjacent to the ﬂagpole. • Ensuring proper drainage away from structures, as required by City code. • Repairing or replacing any damaged hardscape, street paving, or landscaping. of 1 2
Item 1L - Page 8
Greater Palm Springs Pride | 329 W Mariscal Rd, Palm Springs, CA 92262 • Managing utilities and irrigation for landscaping adjacent to but not part of the ﬂagpole base.
• Paying all cost of placing, replacing, or maintaining a public improvement within the public right-of-way when the City's facility has failed as a result of the construction or existence of the ﬂagpole encroaching structure.
• Granting approval for GPSP to recognize donors with uniform-sized text on the ﬂagpole base, prohibiting business or corporate logos.

6. Financial Responsibilities
• GPSP will contribute (Contribution) a sum not exceeding seventy-ﬁve thousand United States dollars ($75,000) towards the expenses associated with the above-ground ﬂagpole. • Contribution payable upon documentation of costs.
• The City will be responsible for all remaining costs associated with the project.

7. Agency Responsibilities

7.1 Greater Palm Springs Pride (GPSP)
• Maintain the area around the ﬂagpole in perpetuity, including the monument, ﬂagpole, ﬂag, bollards, and base patio.
• Maintain a liability insurance policy with agreed upon insurance limits. • Execute an encroachment maintenance agreement with the City. • Install a plaque reading: "Landmark Flagpole, placed by Palm Springs Pride, [Month Day, 2025]".
• Manage the raising and lowering of the ﬂag.

7.2 City of Palm Springs
• Design, procure, and install the Pride Flagpole as detailed in the Project Scope of Work.

8. Flag Guidelines
• The ﬂag shall be ﬂown with a minimum clearance of 8 feet above pedestrian walkways and 15 feet above the travel way of Arenas Road and Indian Canyon Drive. • The ﬂag size shall not exceed 15 feet by 25 feet, consistent with U.S. government recommendations for a 65-foot pole.
• The ﬂag and ﬂagpole shall be maintained in a clean and safe condition. • GPSP will ensure the ﬂag is not faded, torn, or in disrepair.

9. Agency Information
• Greater Palm Springs Pride (GPSP)
◦ 329 W Mariscal Rd, Palm Springs, CA 92262
◦ 760-416-8711
◦ Contact: Michele Cirone-Collier
of 2 2
Item 1L - Page 9
Landmark Art Installa.on: Arenas District Pride Flagpole Greater Palm Springs Pride
Statement of Operating Procedures
Use of Arenas District Pride Flag
Greater Palm Springs Pride (GPSP) is the steward of the Arenas District Pride Flag on behalf of the community. The ﬂag pole is located at the corner of Indian Canyon and Arenas Rd, in Palm Springs. This policy establishes the use of the ﬂagpole by third parties or for ﬂying alternative ﬂags to the “1979” Gilbert Baker Pride ﬂag.

GPSP will observe the following policy:
• GPSP may consider petitions from community groups for the use of the ﬂagpole on a case by case basis provided that the ﬂag to be ﬂown is a LGBTQ+ ﬂag or ﬂag representing a U.S. government entity.
• GPSP may, at their discretion, approve petitions for the ﬂag to be lowered for wedding photography and videography.
• Requests must be submitted in writing, detailing the ﬂag to be ﬂown, duration, and purpose.
• Only one special use will be accepted at a time, on a ﬁrst-come, ﬁrst-served basis. • GPSP suggests donations for maintenance from requesting parties. • Alternative ﬂags may generally be ﬂown for one day or a weekend. • Requesting parties must purchase approved ﬂags from GPSP-recommended vendors.
• GPSP staff or board members must be present during ﬂag raising and lowering. • This landmark art installation commemorates the activists who fought for LGBTQ+ rights, recognizing the ongoing journey towards liberation, freedom, and equality and will honor the Gilbert Baker designed Pride ﬂag. • The Transgender ﬂag designed by Monica F Helms, the Leather Pride ﬂag designed by Anthony (Tony) F. DeBlase, and the Bisexual Pride ﬂag designed by Michael Page are approved alternative Pride ﬂags.
• GPSP will ﬂy the U.S. ﬂag on:
◦ Memorial Day, Flag Day, Independence Day and Veterans Day • The ﬂag shall be lowered to half-staff by presidential or gubernatorial proclamation, at GPSP's discretion, or at the request of the Palm Springs LGBTQ Community Center of the Desert or the City of Palm Springs.

March 16, 2025
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ATTACHMENT B

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ATTACHMENT C
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LICENSE AGREEMENT

BETWEEN

THE CITY OF PALM SPRINGS
AND

GREATER PALM SPRINGS PRIDE
This License Agreement (“Agreement”) is made and entered into as of July 12, 2025 (“Effective Date”), 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 Greater Palm Springs Pride, a California nonprofit organization with its principal place of business at 329 West Mariscal Road, Palm Springs, California 92262 (“Licensee”). City and Licensee are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties”.

RECITALS
A. City owns the land near the Arenas District (commonly described as Assessor Parcel Number [________]) as depicted in Exhibit A ( attached hereto and incorporated herein by reference) (“Property”); and

B. Licensee has requested the design, permitting, inspection, construction, and installa tion (“Installation”) of a s ixty-five (65) foot flag pole (and surrounding infrastructure improvements, electrical, footings, etc.) (“Flag Pole”) on the Property; and

C. City’s Resolution No. 25151, dated October 26, 2023, adopted and approved the City’s Flag Display Policy (“Flag Policy”) as set forth in Exhibit B (attached hereto and incorporated herein by reference); and

D. Licensee desires to maintain and fly a minimum fifteen (15) foot by twenty- five (25) foot rainbow pride flag as part of the international symbol of lesbian, gay, bisexual, transgender, intersex, queer/questioning, and asexual (“LGBTQ+”) equality to commemorate the activists who fought for LGBTQ+ rights (“Permitted Use”); and E. The Parties have designated a portion of the Property within two (2) existing parking spaces at the southwest intersection of Indian Canyon Drive and Arenas Road ("Licensed Area”) for the Permitted Use; and
F. City requires Licensee to pay its proportionate fair share for the Flag Pole Installation; and
G. The Parties desire to enter this Agreement for the use of the Licensed Area for the Permitted Use on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

AGREEMENT

1. Incorporation of Recitals. The Recitals above are true and correct and are hereby incorporated herein by this reference.

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2. Services. Licensee’s letter of March 16, 2025, and the attached “Landmark Art Installation: Arenas District Pride Flagpole” generally outlines responsibilities and obligations of the Flag Pole Installation (attached hereto as Exhibit C and incorporated herein by reference) . In the event of any incons istency between the terms of Exhibit C and this Agreement, the terms of this Agreement shall govern.

3. Term. This Agreement shall commence on the Effective Date and will remain in effect up to thirty years from the Effective date unless terminated by written agreement of the Parties.

4. Financial Responsibilities
Although a n exact cost estimate cannot be established at this time, the Parties have estimated the anticipated costs of the various components of the Flag Pole Installation to be approximately Oe Hundred Nine Thousand Four Hundred Seventy Three Dollars and Sixty Three Cents ($109,473.63) as more particul arly detailed on Exhibit D (attached hereto and incorporated herein by reference) (“Initial Cost Estimate”).

The Parties understand that the actual costs of the Flag Pole Installation as designed, permitted, and constructed may be higher or lower.

5. Responsibilities
a. Licensee agrees to:
(1) Pay all applicable reimbursement fees for the installation, maintenance, and upkeep of the Flag Pole Installation.
(2) Adhere to the provisions of the City’s Flag Policy. (3) Adhere to the requirements listed in Licensee’s “Statement of Operating Procedures” as set forth in Exhibit E (attached hereto and incorporated herein by reference).
(4) Conduct annual cleaning and post an upkeep maintenance schedule at recommended intervals provided by the manufacturer. (5) Assume responsibility for all damage to the P roperty caused by its use of the Licensed Area, and shall reimburse City for correction of any such damage.
(4) Conduct a site visit annually to determine any needed maintenance and upkeep of the Flag Pole; and determine if any replacement is needed. (6) Be responsible at its sole expense for all mainten ance and upkeep of the Flag Pole as it remains.
(7) Coordinate repairs with the City in the event any major issue arises with the Flag Pole or foundation (Licensee shall be responsible for the repairs).

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b. In addition to the items listed under Section 5 (Project Scope of Work) of Exhibit C, City agrees to:
(1) Cause the Flag Pole Installation (in reliance on
reimbursement of its Reimbursement Share of Actual Costs of the Flag Pole Installation as provided in this Agreement) in accordance with the approved plans and specifications and pursuant to the City’s standard subdivision improvement agreements. (2) Cause the Flag Pole Installation to be competitively bid and awarded to licensed and qualified contractors in accordance with the City’s standard subdivision improvement agreements for public works (including payment of prevailing wages) when the plans and specifications have been jointly approved by the Parties.

6. License Fee . Licensee shall pay one dollar ($1.00) per annum for the license fee to City for the use of the Property for the Permitted Use for the term of the agreement.

7. Condition of Property
a. Maintenance. Licensee will keep the Property secure, clean, and free from weeds, rubbish, and debris. Such cleaning, maintenance, and repairs related to the Property shall be at the Licensee’s sole cost and expense. b. “As-Is” Condition. Licensee agrees to accept the Property for the Permitted Use “As-Is” with full knowledge of the physical condition . City makes no representation that Licensee's use of the Property for the Permitted Use shall be or is a permissible use under any gove rnmental code or ordinance. Licensee shall be solely responsible for making all improvements and alterations to the Licensed Area and the Property at Licensee’s sole cost and expense that are necessary to secure the Property and the Licensed Area; and make the same suitable for the Permitted Use. City has not made any representation or warranty (express or implied ) as to the condition of the Property or Licensed Area, the suitability of the Property or Licensed Area for the Permitted Use, or as to any matter.
c. Assumption of Risk. In consideration of being granted access to the Property and Licensed Area, Licensee hereby assumes all risks involved in the use of the Licensor’s Property and Licensed Area, and hereby waives and releases any and all claims, demands, or rights of action (in law or in equity, known or unknown) against City (and its members, managers, affiliated entities , and the employees of such entities (collectively “Releases”)) arising from or by reason of any death or personal injury or loss or damage to property arising out of or resulting from any use of, or activities upon, any portion of the Property or the Licensed Area by Licensee. d. California Civil Code Section 1542 . Without limiting the foregoing, Licensee hereby waives any and all benefits of the provisions of California Civil Code Section 1542 with respect to the waiver and release in the preceding paragraph. Section 1542 of the California Civil Code states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her would have mater ially Item 1L - Page 16

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affected his or her settlement with the debtor or released party.” Licensee acknowledges that it has carefully reviewed the foregoing provisions and discussed their import with its counsel, and that the provisions of the foregoing waivers and releases (including the waiver of California Civil Code Section 1542) are a material part of this Agreement. e. Condition Upon Surrender. Licensee shall surrender the Property to City in as good condition as when originally received upon termination of this Agreement (ordinary wear and tear and damage by fire, earthquake, flood act of God , or other type of casualty excepted).
f. Accessibility Modifications. City shall not be responsible for any repairs or modifications necessary to correct any violation of local, state, and F ederal accessibility standards with respect to the use of the Property for the Permitted Use . If any such repairs or modifications are necessary, Licensee shall make any such repairs or modifications at Licensee’s sole cost and expense, or else Agreement shall terminate.

8. Right to Enter; Reserved Rights. City and its agents may enter the Property at any time for the purpose of inspection, making surveys, taking measurements, and doing similar work necessary as part of the City’s management of its facilities . Any work performed in this regard will be performed in a manner to cause a minimum of interference with Licensee's use of the Licensed Area.

9. Compliance with Laws/Hazardous Materials
a. Licensee shall comply with and cause all of its agents to comply with all applicable laws, ordinances, rules , and regulations of governmental authorities applicable to the Property or the use or occupancy thereof (including without limitation the law commonly known as the Americans With Disabilities Act and Sections 3281 through 3299 to Title 8 of the California Code of Regulations). b. Licensee shall not cause or permit any Hazardous Materials as defined below to be brought upon, kept, used, discharged, deposited , or leaked in or about the Property by Licensee (or any of Licensee's agents, employees, or contractors); except to the extent such Hazardous Materials are cleaning supplies customarily kept or used by similarly situated occupants in accordance with all applicable laws. "Hazardous Material" means any hazardous or toxic substance, material , or waste which is or becomes regulated by any local, state, or Federal governmental authority or by common law decisions including without limitation (i) all chlorinated solvents, (ii) petroleum products or by -products, (iii) asbestos, and (iv) polychlorinated biphenyls. City shall not be responsible for contamination of the Property that is not caused by the Licensee’s agents, employees, or contractors; and City shall indemnify, defend, and save Licensee (its agents, officers , and employees ) from or against all liability, expenses (including defense costs, legal fees, and response costs imposed by law), and claims for damages of any nature whatsoever which arise out of the presence or release of hazardous substances on the Property which are caused by City.

10. Waste; Nuisance . Licensee shall not suffer or commit any waste or nuisance on the Property. Licensee shall not use or allow the Property to be used for any improper, immoral, or objectionable purposes.

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11. Indemnification of City. Licensee shall indemnify, protect, defend (by counsel reasonably acceptable to City) and hold City (and each of City's members, managers, agents, affiliated entities , and the employees of such entities, lenders, successors, and assigns ( collectively, including City , the “Licensor Parties”) ) free and harmless from and against any and all claims, demands, damages, losses, liens, liabilities, penalties, lawsuits, and other proceedings, costs, and expenses (including without limita tion attorney's fees and costs of suit) of any nature whatsoever, arising directly or indirectly from or out of the use of the Property and the Licensed Areas by Licensee (or its respective officers, members, managers, agents, contractors, subcontractors or employees). However, the foregoing obligations in this paragraph shall not apply to the extent arising solely from City's active negligence or willful misconduct.

Licensee's obligations pursuant to this section shall survive any termination of this Agreement with respect to any occurrence that took place prior to the latter of such termination or cessation of use of the Property for the Permitted Use.

12. Insurance. Licensee shall obtain and maintain at all times during the Term of this Agreement the types of insurance set forth herein. Licensee shall furnish proof of coverage as to each type of insurance required for the Licensee. a. Licensee shall secure and maintai n during the Term the following insurance coverage: (i) commercial general liability insurance for the Property having a combined single limit of not less than two million dollars ($2,000,000) per occurrence and four million d ollars ($ 4,000,000) in aggregate ; (ii) owned, hired and non -owned automobile liability insurance coverage with a limit of liability of at least one million dollars ($1,000,000.00); and (ii i) workers' compensation insurance with an express waiver of subrogation against the City having limits not less th an those required by st ate statute and Federal statute (if applicable), and covering all persons employed by Licensee in the conduct of its operations on the Property including cove rage for all states and (if applicable) voluntary compensation together with employer's liability insurance coverage in the amount of at least one million d ollars ($1,000,000) . All such insurance may be carried in a single policy or a combination of primary and excess liability policies, or under a blanket policy covering the Property. The liability policy will name City as an additional insured and provide contractual coverage of Licensee's liability to City under this Agreement. Licensee will provide to City a certificate from Licensee’s insurer evidencing the cover age required hereunder, which certificate will include ( 1) the waiver of subrogation required by Section 11(a)(iii) of this Agreement, and (2) an endorsement that such coverage is not subject to cancellation without ten (10) days' prior written n otice being given to the other P arty. The insurance required hereby shall be written by a company authorized to do business in the State of California and have a rating of at least A-/VII in the then current edition of Best's Insurance Guide. City (as a public entity) may satisfy any of its insurance requirements by use of self -insurance, deductible, captive insurance company, or risk pool.

13. Termination. Either Party may (at any time during the Term, and with or without cause) terminate this Agreement upon thirty (30) days’ written notice of termination; in which event this Agreement shall automatically terminate upon the expiration of such thirty (30) day period and the Parties hereto shall have no further rights or obligations hereunder except as expressly set forth herein.

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14. No Assignment. Licensee may not assign this Agreement in whole or in part, nor sublicense all or any part of the Property or the Licensed Areas.

15. Miscellaneous. The section headings in this Agreement are for convenience only, will in no way define or limit the scope or content of this Agreement, and will not be considered in any construction or interpretation of this Agreement.

16. Severability. If, for any reason whatsoever, any of the provisions hereof shall be unenforceable or ineffective, all of the other provisions shall be and remain in full force and effect.

17. Binding. The provisions of this Agreement shall extend to and be binding upon the Parties (and their respective legal representatives, successors , and assigns).

Nothing in this Agreement will be construed to make the Parties to this Agreement partners or joint venturers.

18. Choice of Laws; Interpretation . This Agreement shall be governed by and construed pursuant to the laws of the State of California. If any action is brought to interpret or enforce any term of this Lease, the action shall be brought in a state or Federal court situated in the County of Riverside, State of California. The provisions of this Agreement shall be construed in accordance with the fair meaning of the language used.

19. Entire Agreement . This Agreement contains the entire agreement of the Parties hereto and no representations, inducements, promises or agreements (oral or otherwise) between the Parties not embodied herein shall be of any force or effect. This Agreement may be amended, modified , or terminated only in writing, executed , and acknowledged by both Parties.

20. Attorney’s Fees . If any litigation is commenced between the Parties concerning any provision of this Agreement, then the Party prevailing in such litigation shall be entitled to all costs incurred in enforcing and defending its rights and remedies under this Agreement (including but not limited to reasonable and actual attorneys' fees and court costs).

21. Time is of the Essence. Time is of the essence of this Agreement as to the performance of all terms, covenants, and conditions stated herein.

22. Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed to be an original; and all of such counterparts together will constitute but one and the same instrument.

23. Electronic Signature. This Agreement may be electronically signed by the Parties by the use of DocuSign, which will be treated as an original copy as though ink - signed by duly authorized officers or other representatives of each Party.

24. Authority, Consents, and Approvals. Each person executing this Agreement warrants and represents they have the full right and authority to enter into this Agreement, and the persons signing on behalf of each Party are authorized to do so and have the power to bind the party to this Agreement.

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25. Notices. Any notice required or permitted to be given hereunder may be given by personal delivery or by United States certified mail postage prepaid, addressed to Parties at the addresses set forth in the first paragraph of this Agreement.

26. No Third -Party Benefi ciary. This Agreement is a contract between the Parties, and nothing herein is intended to create any third-party beneficiary.

[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR LICENSE AGREEMENT

BETWEEN

THE CITY OF PALM SPRINGS
AND

GREATER PALM SPRINGS PRIDE

IN WITNESS WHEREOF , the Parties have executed this Agreement as of the Effective Date.

CITY OF PALM SPRINGS

APPROVED BY:

Scott Stiles
City Manager

ATTESTED BY:

Brenda Pree
City Clerk

APPROVED AS TO FORM:

Best Best & Krieger LLP
City Attorney

GREATER PALM SPRINGS PRIDE

Julian King, Chief Financial Officer

William Wheler, Secretary

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EXHIBIT A TO THE

LICENSE AGREEMENT

BETWEEN

THE CITY OF PALM SPRINGS
AND

GREATER PALM SPRINGS PRIDE

LAND DESCRIPTION

[INSERT LAND DESCRIPTION]

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EXHIBIT B TO THE

LICENSE AGREEMENT

BETWEEN

THE CITY OF PALM SPRINGS
AND

GREATER PALM SPRINGS PRIDE

CITY OF PALM SPRINGS FLAG POLICY

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EXHIBIT C TO THE

LICENSE AGREEMENT

BETWEEN

THE CITY OF PALM SPRINGS
AND

GREATER PALM SPRINGS PRIDE

GUIDELINES FOR USE

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EXHIBIT D TO THE

LICENSE AGREEMENT

BETWEEN

THE CITY OF PALM SPRINGS
AND

GREATER PALM SPRINGS PRIDE

COST ESTIMATE

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EXHIBIT E TO THE

LICENSE AGREEMENT

BETWEEN

THE CITY OF PALM SPRINGS
AND

GREATER PALM SPRINGS PRIDE

STATEMENT OF OPERATING CONDITIONS

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CITY COUNCIL STAFF REPORT

DATE: JULY 21, 2025 CONSENT CALENDAR

SUBJECT: APPROVE CONTRACT SERVICES AGREEMENT NO. 25P 214 WITH

GROUP CREATIVE SERVICES, LLC FOR ART CURATOR CONSULTING

SERVICES FOR PALM SPRINGS INTERNATIONAL AIRPORT

FROM: Scott C. Stiles, City Manager

BY: Department of Aviation

SUMMARY:

This action will approve C ontract Services Agreement No. 25P214 with Group Creative Services, LLC (Group Creative) in an amount not to exceed $ 425,000 for Art Curator Consulting Services for Palm Springs International Airport (Airport).

RECOMMENDATION:

1. Approve Contract Services Agreement No. 25P214 (Attachment A) with Group Creative Services, LLC to provide Art Curator Consulting Services for Palm Springs International Airport for a three-year term in an amount not to exceed $425,000 beginning July 22, 2025 through July 21, 2028.

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

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure form ( Attachment B) submitted on May 15, 2025, Group Creative Services, LLC is registered in the state of Iowa.

BACKGROUND:

The City’s Art Program is vital to the cultural and economic interests of the community.

On January 23, 2025, the City Council of the City of Palm Springs adopted an Art Program Policy for the Palm Springs International Airport. The Art Program Policy governs how art is selected, procured, maintained, funded, and staged or rotated at the Airport. Art installations at the Airport are subject to a number of considerations including operational and space constraints, security implications, funding sources, and appropriateness for the traveling public from all backgrounds that use the Airport facilities.

Item 1M - Page 1
City Council Staff Report
July 21, 2025 -- Page 2
Award Art Curator Consulting Services Contract

To adhere to the structured programmatic approach of the Airport’s Art Program Policy and ensure the continued cultural enrichment of the City, the Airport staff has determined that utilizing the services of an Art Curator Consultant is necessary to overse e and enhance the Airport’s Art Program. This aligns with the mission to provide a unique and welcoming atmosphere that reflects the Palm Springs region’s artistic heritage, cultural diversity, and aesthetic appeal.

The Airport Art Program Policy also establishes goals and objectives which includes the makeup of an Art Review Working Group consisting of the Executive Director of Aviation or designee, two Public Arts Commission Members or alternatives, two Airport Commission Members or alternatives, and the Airport Art Curator who will serve as a non- voting advisor. The Art Review Working Group will establish a selection process and criteria for art installations and will address the term, maintenance and conservation and community engagement interests for the art program.

On July 16, 2025, Airport staff presented Contract Services Agreement No. 25P214 with Group Creative Services LLC for a rt curator consulting services for the Palm Springs International Airport to the Airport Commission, and the Commission voted unanimously (14 – Yes and 0 – No) in favor to recommend to the City Council the approval of Contract Services Agreement No. 25P214 with Group Creative Services LLC.

STAFF ANALYSIS:

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

Seven proposals were received by the deadline of May 15, 2025 as follows:

• Elizabeth Armstrong – Palm Springs, California
• Group Creative Services LLC – Des Moines, Iowa
• Public Art Company – Los Angeles, California
• The Art Collective LLC
• Turning Art – Boston, Massachusetts
• ZDL Projects – Miami Beach, Florida

The evaluation team made up of City staff from the Aviation Department, an Art Curator from San Diego International Airport, a Public Arts Commission er, and two non-voting Airport Commissioners evaluated the proposals received against published criteria that included the firms experience, the staff experience, the understanding of the scope of work, local preference, price, and interviews.

Group Creative Services LLC was ranked the highest by the evaluation team and is being recommended for award of the contract.

Item 1M - Page 2
City Council Staff Report
July 21, 2025 -- Page 3
Award Art Curator Consulting Services Contract

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 the City of Palm Springs’ 2023/25 Strategic Plan Major Themes/Principles to optimize basic services and facilities, and it also supports the Airport’s 2025-2029 Strategic Plan’s Strategic Priorities for infrastructure.

FISCAL IMPACT:

Funding of $175,000 is budgeted in Fiscal Year 2025-26 in the Department of Aviation, Administration Contractual Services and $200,000 is budgeted in Fiscal Year 2026-27 in the Department of Aviation, Administration Contractual Services. The remaining amount for Fiscal Year 2027-2028 will be budgeted in future fiscal years.

REVIEWED BY:

Executive Director of Aviation: Harry Barrett Jr.

Procurement and Contracting Specialist: Anil Cholakkara City Attorney: Geremy Holm
City Manager: Scott Stiles

ATTACHMENTS:

A. Contract Services Agreement No. 25P214
B. Public Integrity Disclosure

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ATTACHMENT A
CONTRACT SERVICES AGREEMENT NO. 25P214

WITH GROUP CREATIVE SERVICES LLC
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CONTRACT SERVICES AGREEMENT 25P214

ART CURATOR CONSULTING SERVICES FOR

PALM SPRINGS INTERNATIONAL AIRPORT

THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on 22 day of July 2025, by and between the City of Palm Springs , a California charter city and municipal corporation (“City”), and Group Creative Services , LLC, a Iowa limited liability company, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”.

RECITALS
A. City requires the services of a consultant, for art curating services for Palm Springs International Airport, (“Project”).

B. Contractor has submitted to City a proposal to provide Art Curator Consulting Services, under the terms of this Agreement.

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

D. City desires to retain Contractor to provide such contract services.

AGREEMENT

1. SERVICES OF CONTRACTOR

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

1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Scope of Services; (3) the City’s Request for Proposals; and, (4) the Contractor’s signed, original proposal submitted to the City (“Contractor’s Proposal”), (collectively referred to as the “Contract Documents”). The City’s Request for Proposals and the Contractor’s Schedule of Compensation, which is attached as Exhibits “B” is incorporated herein by this reference and are made a part of this Agreement. The Scope of Services shall include the Contractor’s Proposal. All provisions of the Scope of Services, the City’s Request for Proposals and the Contractor’s Proposal shall be binding on the Parties. Should any conflict or Item 1M - Page 5

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inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1st) the provisions of the Scope of Services (Exhibit “A”); (2 nd) the provisions of the City’s Request for Proposal; (3 rd) the terms of this Agreement; and, (4 th) the provisions of the Contractor’s Proposal.

1.3 Compliance with Law. Contractor warrants that all Services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement.

1.4 Licenses, Permits, Fees, and Assessments . Contractor represents and warrants to City that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work and Services required by this Agreement. Contractor represents and warrants to City that Contractor shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, qualification, or approval that is legally required for Contractor to perform the Work and Services under this Agreement.

1.5 Familiarity with Work. By executing this Agreement, Contractor warrants that Contractor (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement.

2. COMPENSATION

2.1 Maximum Contract Amount. For the Services rendered under this Agreement, Contractor shall be compensated by City in accordance with the Schedule of Compensation, which is attached as Exhibit “B” and incorporated in this Agreement by reference. Compensation shall not exceed the maximum contract amount of four hundred twenty five thousand dollars ($425,000.00) ("Maximum Contract Amount"), except as may be provided under Section 2.3. The method of compensation shall be as set forth in Exhibit “B.” The method of compensation shall be as set forth in Exhibit “B.” Compensation for necessary expenditures must be approved in advance by the Contract Officer designated under Section 4.2 . The Maximum Contract Amount shall include the attendance of Contractor at all Project meetings reasonably deemed necessary by the City. Contractor shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings.

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

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

3. SCHEDULE OF PERFORMANCE

3.1 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of 3 years, commencing on July 22, 2025, and ending on July 2 1, 2028, unless extended by mutual written agreement of the Parties. However, the term shall not exceed five years from the Effective Date, except as otherwise provided in the Schedule of Performance described in Section 3.4 below.

3.2 Termination Prior to Expiration of Term . The City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor.

Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of Work. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City.

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

3.4 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in Item 1M - Page 7

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Palm Springs City CouncilJuly 21, 2025

Palm Springs City Council
July 21, 2025