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

Ordinance, the City Council finds that the Environmental Impact Report for the adopted General Plan is the controlling environmental document.

SECTION 4 . SEVERABILITY. The provisions of this Ordinance are severable. If any portion, section, subsection, paragraph, clause, sentence, phrase, work, or application of this Ordinance is for any reason held to be invalid by a decision of any court of competent jurisdiction, that decision shall not affect the validity of the remaining portions of this Ordinance. The City Council declares that it would have adopted this Ordinance and each and every portion, section, subsection, paragraph, clause, sentence, phrase, word and application not declared invalid or unconstitutional without regard to whether any portion of this ordinance or application thereof would be subsequently declared invalid.

ADOPTED this 21st day of July 2025.

RON DEHARTE, MAYOR

ATTEST:

BRENDA PREE, CITY CLERK
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Ordinance No. 2114

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CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss. CITY OF PALM SPRINGS )

I, BRENDA PREE, City Clerk of the City of Palm Springs, hereby certify that Ordinance No. is a full, true and correct copy, and was introduced by the City Council at a regular meeting held on the 9th day of July, 2025 and was duly adopted at a regular meeting of the City Council of the City of Palm Springs on July 21, 2025, by the following vote:

AYES:

NOES:

ABSE
NT:

ABSTA
IN:

BRENDA PREE, CITY CLERK
City of Palm Springs, California
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EXHIBIT “A”
Chapter 5.92 CO-OWNED MANAGED HOUSING
§ 5.92.010 Definitions.
§ 5.92.020 Co-owned housing unit permit required.
§ 5.92.030 Operational standards.
§ 5.92.040 Administrative regulations.
§ 5.92.050 Violations.
§ 5.92.060 Application to pre-existing co-owned housing units.

§ 5.92.010 Definitions.

"Co-owned housing unit" means a residential dwelling unit, managed by a co-owned property manager, and utilized for occupancy for dwelling, lodging, or sleeping purposes by up to 10 owners or 10 members of a limited-liability company that owns the dwelling unit, along with guests. The term "co - owned housing unit" is not a time -share project, as defined in Palm Springs Zoning Code Section

93.23.11(A), and usage of a co- owned housing unit is not a time -share use. Notwithstanding the foregoing sentence, if the property is not m anaged by a co -owned property manager or is being managed without a co- owned housing unit permit, and the use of a property otherwise meets the definition of a time-share pursuant to Section 93.23.11(A), the use of that property shall be deemed a time-share use, subject to the regulation and prohibition of such by the city of Palm Springs.

"Co-owned housing unit citywide cap" means the maximum number of co-owned housing units within the city, as such cap may be established and amended from time to time by city council resolution. The co-owned housing unit citywide cap is hereby set at thirty (30) co-owned housing units. The city shall study the impact of co-owned housing units in the city council and may adjust the co-owned housing unit citywide cap by ordinance or resolution. The City Council intends to review the co-owned housing unit citywide cap prior to July 25, 2027.

"Co-owned housing unit neighborhood cap" means the maximum number of co- owned housing units allowed by the city council in each neighborhood. The co- owned housing unit neighborhood cap is hereby set at two per neighborhood. The city shall study the impact of co - owned housing units in the city council and may adjust the co-owned housing unit citywide cap by ordinance or resolution.

"Co-owned housing unit permit" means a permit granted to a co-owned property manager for each co- owned housing unit under management.

"Co-owned property manager" means a person, corporation, trust, or entity that manages a co-owned housing unit, including providing cleaning services and maintenance of the co-owned housing unit, on behalf of the owners of the co- owned housing unit. The term co- owned property manager does not include software used by the owners of a co-owned housing unit to self-manage the co-owned housing unit.

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"Director" means the city of Palm Springs director of special programs, or his or her designee.

"Good neighbor policy" is a policy that governs the operation of a co -owned housing unit that summarizes general rules of conduct, occupancy limits, consideration, and respect, including, without limitation, provisions of Section 5.25.030 of the Municipal Code applicable to, or expected of, owners and guests.

"Guests" means any guests of an owner of a co-owned housing unit who have not provided compensation to an owner for dwelling, lodging, and sleeping purposes and are present in the co- owned housing unit while an owner is on site and in the home.

"Local contact person" means a property management company, real estate broker, or agent, lawyer, or other individual that resides within 25 miles of the co-owned housing unit. The local contact person must be: (1) available by telephone, or otherwise, 24 hours per day; (2) able to respond to telephone inquiries within one hour of the receipt of inquiry; (3) authorized by the owner to take remedial action when responding to any violation of this code or the good neighbor policy; and (4) designated as the owner's agent for receiving all official communications from the city.

"Neighborhood" means a city-recognized neighborhood, as set forth in Palm Springs Municipal Code Chapter 2.55 (Office of Neighborhoods). For those areas within the city that are not located within a city-recognized neighborhood, the city council may, by ordinance or resolution, determine that, for purposes of this chapter only, such area is contained in a particular city -recognized neighborhood, or the city council may recognize, for purposes of this chapter only, a new neighborhood.

"Operating agreement" an agreement that determines how the co -owned housing unit is used, how to divide shares, and how the costs are shared.

"Owner" means the limited-liability company, natural person or persons who is/are the owner of record of the co-owned housing unit. The term "owner" also includes members of the property specific limited- liability company, tenancy in common, or real estate trust.

§ 5.92.020 Co-owned housing unit permit required.

(a) The occupancy of a co-owned housing unit without a co-owned housing unit permit is prohibited.
(b) Prior to the dwelling's occupancy as a co-owned housing unit, and annually thereafter, a co-owned property manager shall obtain a permit for each co-owned housing unit in the city. (c) The city shall not issue a new co- owned housing unit permit for a property unless the property has a recorded purchase price greater than two times of the then median housing price within the City of single family residences (but not including other residential housing units, such as residential condominiums), measured at the date that the application for the co-owned housing unit is deemed complete.

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(d) The city shall not issue a new co -owned housing unit permit for a property in any neighborhood in which the VR neighborhood percentage cap, as outlined in Palm Springs Municipal Code Chapter 5.25 has been exceeded.
(e) Prior to, and as a condition precedent to, the city's issuance of a co-owned housing unit permit, a co-owned property manager shall submit an affidavit, signed under penalty of perjury, declaring that all owners of the co-owned housing unit have adopted a good neighbor policy, which shall be binding on the owner(s) of the co -owned housing unit for so long as the property is used as a co-owned housing unit, and which must contain the following requirements:
(1) Noise. Occupants of the co-owned housing unit shall comply with all provisions of the city's noise ordinance, Palm Springs Municipal Code Chapter 11.74. (2) Parking. Occupants of the co- owned housing unit shall comply with all provisions of the city's parking regulations applicable to residential units. In addition, all owners and guests of co -owned housing units shall park their vehicles on the property of the co-owned housing unit whenever sufficient parking space is available at the property. (3) Trash. Trash and refuse shall not be left stored within public view, except in proper containers for the purpose of collection by the authorized collectors and between the hours of 5:00 a.m. and 8:00 p.m. on scheduled trash collection days. The owner of the co-owned unit shall use reasonably prudent property ownership/management practices to ensure compliance with all the provisions of Chapter 6.04 of this code (Waste Disposal and Diversion), and shall provide "walk-in service."
(4) Occupancy Limits. The maximum number of occupants shall be no more than two persons per bedroom within the co- owned housing unit, plus any minor children (defined for purposes of this chapter as age 12 or under). The owner may also allow up to four (4) daytime occupants in addition to the total number of guests allowed for overnight occupancy pursuant to this subsection. For purposes of this subsection, “daytime” shall be the hours between 10:00 a.m. and 10:00 p.m. of the same day. (5) Home Repairs and Maintenance. Property repairs and maintenance (external and internal), garden and yard maintenance, and pool cleaning and maintenance shall be prohibited between the hours of 5:00 pm on Friday through 8:00 am on Monday, except in the case of an emergency or the occurrence of an unexpected event that reasonably warrants a more timely or immediate response.
(6) Legal Compliance. All owners must comply with the provisions of this Chapter

5.92 of the Palm Springs Municipal Code.
(7) In addition to the above requirements, each application for a new or renewed co-owned housing unit permit shall include the following:
(A) A true and correct copy of a government issued identification for each owner, including every member of any corporate entity, of the co-owned housing unit.
(B) Documentation on the ownership and management of the corporate entity owner, including, without limitation, articles of incorporation and the Operating Agreement.
(C) If the owner, including any member of a corporate entity, is trust, a true and correct copy of the trust certificate.
(D) A copy of the property’s grant deed, file stamped as recorded in the Riverside County Recorder’s Office.

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(E) The Good Neighbor Affidavit referenced in this Section

5.92.020(e)).
(F) A true and correct copy of the affidavit referenced in Section

5.92.020(m)(2)) (no short term rentals).
(f) A co -owned property manager applying for a co- owned housing unit permit must provide evidence of a valid business license issued by the city for the separate business of operating co-owned housing units or submission of a certificate indicating that the owner is exempt or otherwise not covered by the city's business tax ordinance (Palm Springs Municipal Code, Title 3, Division II) for such activity. The co-owned property manager shall maintain such license in good standing, including timely payment of the applicable business license tax, for so long as the co- owned property manager provides management services within the city. (g) The city shall not issue a co-owned housing unit permit for a property that is within 500 feet of the outer property line of any other co-owned housing unit. (h) The city shall not issue any new co- owned housing unit permit for any property that previously had a vacation rental permit revoked in the 24-month period prior to the acquisition of that property by the owner.
(i) The city shall not issue a co-owned housing unit permit for a property unless the owner obtains the following insurance coverage: (1) a policy of fire and casualty insurance covering the property and personal property in the co- owned housing unit in an amount equal to the full replacement value of the property and the estimated value of the personal property in the co-owned housing unit; and (2) a policy of general liability insurance that include liabilities arising from usage of the co-owned housing unit by all owners and guests, with limits of liability not less than $2,000,000. The owner shall maintain such policy for so long as the property is used as a co-owned housing unit.
(j) The co-owned housing unit permit shall be subject to renewal annually pursuant to procedures provided by the director. Unless so renewed, the co- owned housing unit permit shall expire one year following the date of its last issuance. (k) The director shall process applications for co-owned housing unit permits in the order in which complete applications therefore are received by the Special Programs Department. (l) Fees for a co -owned housing unit permit will be established by resolution of the city council and shall not exceed $5,000.
(m) A co-owned property manager shall at all times comply with the following minimum requirements and management regulations:
(1) A co-owned property manager must identify a local contact person. The name, physical address, email address, and telephone number associated with any co- owned property manager and local contact person shall be provided to the city in writing, and written notice of any change to the foregoing shall be provided to the city within three calendar days following any change.
(2) All co-owned property managers and each individual owner shall be required to sign a sworn affidavit agreeing and acknowledging that short-term rentals are prohibited in the co-owned housing unit.
(3) A
co -owned property manager must ensure that each co- owned housing unit managed by the manager is governed by an operating agreement. (4) A co-owned property manager must provide the director, at the written request of the director, with a copy of the operating agreement. Such copy shall be provided to the director within three calendar days following the director's written request.

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(5) Within three calendar days after a request by the director, the co-owned property manager must provide the name and contact information of any owner that was residing at the co-owned housing unit during a time period when the director alleges a violation of this chapter has occurred.
(6) A co-owned property manager must provide or contract for the provision of yard maintenance services, including landscaping, weed control, and irrigation to a level that is consistent with the level of landscaping and maintenance on adjoining and nearby properties.
(7) A co-owned property manager must provide or contract for the provision of structural maintenance of any buildings on the property. (8) A co-owned property manager must provide or contract for the provision of routine upkeep, including painting and repair, to a level that is consistent with the level of maintenance on adjoining or nearby properties.
(9) A co-owned property manager must require the co- owners and guests of any co-owned housing unit adopt and adhere to the good neighbor policy described in Section

5.92.020(e).
(10) Within three calendar days after a written request by the director, the co-owned property manager must provide documentation demonstrating that the co -owned property manager has complied with the requirements of this subsection.

§ 5.92.030 Operational standards.

(a) No co-owned housing unit shall be used as vacation rental or for homesharing. (b) No weddings or commercial events shall be conducted at a co-owned housing unit. (c) Any radio receiver, musical instrument, phonograph, loudspeaker, sound amplifier, or any machine or device for the producing or reproducing of any sound shall be conducted within a fully enclosed co-owned housing unit and shall not be audible at the property line of the co-owned housing unit.
(d) No co-owned housing unit shall be used by any guest(s) without a co-owner present.

§ 5.92.040 Administrative regulations.

The city manager shall have the authority to establish administrative rules and regulations, which may include, but are not limited to, registration conditions, property valuation determinations, reporting requirements, inspection frequencies, enforcement procedures, disclosure requirements, or insurance requirements, consistent with the provisions of this chapter, for the purpose of implementing, interpreting, clarifying, carrying out, furthering, and enforcing the requirements and the provisions of this chapter. No person shall fail to comply with any such regulation. A copy of such administrative rules and regulations shall be maintained on file in the office of the city clerk.

§ 5.92.050 Violations.

(a) Any person who violates a provision of this chapter is subject to criminal sanctions and administrative penalties pursuant to Chapter 1.06 of this code and the specific penalties as provided in this chapter. Any person who uses, or allows, or causes, the use of property in violation of the Item 1U - Page 11
provisions in this chapter is guilty of a misdemeanor for each day in which such property is used, caused to be used, or allowed to be used, in violation of this chapter. Except as specifically set forth differently below, an administrative citation issued pursuant to Chapter 1.06 for a first violation shall be $500 and each subsequent violation shall be $1,000. Each administrative citation for a violation of any provision of this chapter may be levied or assessed against the co -owner(s), the co-owned property manager, or guest, or all of them, depending on who is responsible for committing, causing, or permitting such violation to occur. Upon the third violation of this chapter in any twelve-month period, the city manager shall suspend the co-owned managed housing permit for two years. (b) Any co- owned property manager who manages a co -owned housing unit without obtaining a co -owned property management permit is subject to criminal sanctions and administrative penalties pursuant to Chapter 1.06 of this code. An administrative citation issued pursuant to Chapter 1.06 for a first violation shall be $5,000 and each subsequent violation shall be $10,000.
(c) Any co-owned property manager or any other person that uses, causes to be used, or allows to be used, a co- owned housing unit as a vacation rental or for homesharing is subject to criminal sanctions and administrative penalties pursuant to Chapter 1.06 of this code. An administrative citation issued pursuant to Chapter 1.06 for a first violation of this subsection (c) shall be $5,000 and each subsequent violation shall be $10,000. (d) Any owner of a co -owned housing unit who violates, causes to violate, or allows a violation, of any ordinance related to noise, nuisance, parking, trash, occupancy limits, or the prohibition of weddings or commercial events, shall be punishable by administrative fines and/or remedies as specified in the provisions of the municipal code. An administrative citation issued pursuant to Chapter 1.06 for a first violation under this subsection (d) shall be $2,500, $5,000 for a second violation in any 12-month period, and $10,000 for a third, and any subsequent violation in any 12-month period.
(e) Any person who fails to pay any fine, fee or charge provided in this chapter within the time required, shall pay a penalty in the amounts established by the city council by resolution.

Such penalty may also include interest, at the rate of 10 percent per annum, from the date on which the fine, fee or charge became due and payable to the city until the date of payment. (f) The filing of knowingly false claims against a co- owned property manager and/or co - owned housing unit is prohibited. An administrative citation issued pursuant to Chapter 1.06 for a first violation of this subsection (f) shall be $5,000 and each subsequent violation shall be $10,000. (g) Notwithstanding any provision contained in Chapter 1.06 to the contrary, no pre - citation or courtesy notice shall be required prior to the issuance of any citation or administrative penalty pursuant to this chapter.

§ 5.92.060 Application to pre-existing co-owned housing units.

Any co-owned housing unit in which an interest was sold prior to March 10, 2022 shall be subject to the regulatory provisions of this chapter. Each and every managed co-owned housing unit within the City shall be required to obtain a permit and otherwise be in compliance with this Chapter within thirty (30) days following the effectiveness of the ordinance adopting this Chapter.

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CITY COUNCIL STAFF REPORT

DATE: JULY 21, 2025 CONSENT CALENDAR

SUBJECT: APPROVE AMMENDMENTS TO CONTRACT SERVICE AGREEMENTS

WITH KEENAN & ASSOCIATES FOR THIRD -PARTY LIABILITY CLAIMS

ADMINISTRATION FOR ONE YEAR FOR AN AMOUNT NOT TO EXCEED $66,675 AND INSURANCE BROKERAGE SERVICES FOR ONE YEAR
FOR AN AMOUNT NOT TO EXCEED $100,000

FROM: Scott C. Stiles, City Manager

BY: Jeremy Hammond, Deputy City Manager

SUMMARY:

This action will approve amendments to contract services agreements with Keenan & Associates for third-party liability claims processing for a term of one year for an amount not to exceed $66,675 and for insurance brokerage services for a term of one year for an amount not to exceed $100,00.

RECOMMENDATION:

1) Approve amendment to contract services a greement with Keenan & Associates (Attachment A ) for a one-year term to provide third-party liability claims processing administration for an amount not to exceed $66,675.

2) Approve amendment to contract services a greement with Keenan & Associates (Attachment B) for a one-year term to provide insurance brokerage services for an amount not to exceed $100,000.

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

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure f orm (Attachment C) dated July 16, 2025, Keenan & Associates is registered in the state of California as a subsidiary of Assured Partners, Inc.

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City Council Staff Report
July 21, 2025 -- Page 2
Approve Contract Services Amendment with Keenan & Associates

BACKGROUND:

The City has engaged the services of Keenan & Associates (Keenan) since 2018 to provide third-party liability claims administration (TPA) services to the City. Prior to that, starting in 2008, and continuing to date, Keenan has also provided professional insurance brokerage services to the City.

In 2020, the City conducted a competitive request for proposals process, which resulted in the City awarding Keenan a five (5) year contract beginning July 1, 2020. The current agreement with Keenan TPA services expired on June 30, 2025.

STAFF ANALYSIS:

Under Palm Springs Municipal Code section 7.04.030, a professional services contract may be awarded without the normal RFP process when it is determined that an unusual or unique situation exists, in that due to experience and expertise demonstrated in prior contracts with the City a particular vendor is uniquely qualified for a particular task, that makes the application of the requirements of a competitive sealed proposals contrary to the public interest.

In this case, Keenan is considered on of the leaders in the provision of liability claims TAP services to the public sector in California. The City has been pleased with the services provided by Keenan to date. Keenan has served as the City’s insurance broker since 2008 and has provided TPA services since 2018. This has helped the City in the past with difficult insurance coverage issues. Having one entity provide both services assists the City if an insurance claim needs to be made, since the same entity has already thoroughly investigated the claim against the City and is already familiar with the nuances of the case. As such, there is a significant benefit to the City in retaining Keenan as the City’s TPA administrator and insurance broker.

Keenan recently negotiated and bound the City’s insurance portfolio for FY 25- 26. That effort continues as Keenan works to finalize policies, update statements of value and issue updated certificates of insurance for various City projects. Keenan also is currently involved and administering a number of liability claims on behalf of the City and it would be difficult to transition these to a new vendor in the middle of the claim. It is anticipated that in January 2026, the C ity will issue a new RFP to solicit bids for these services to ensure the City is receiving the highest quality value and quality services.

ENVIRONMENTAL ASSESSMENT
:

The requested City Council action is not a "Project" as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a "Project" means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. According to Section 15378(b), a "Project" does not include: (5) Item 1V - Page 2
City Council Staff Report
July 21, 2025 -- Page 3
Approve Contract Services Amendment with Keenan & Associates

Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.

ALIGNMENT WITH STRATEGIC PLANNING:

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

FISCAL IMPACT:

Funding has been allocated for these purchases and is available in the current fiscal year in Risk Management accounts 540-1090-50085 and 540-1095-50085.

REVIEWED BY:

Deputy City Manager: Jeremy Hammond
City Attorney: Jeffrey S. Ballinger
City Manager: Scott Stiles

ATTACHMENTS:

A. Contract Services Agreement No.1 Keenan & Associates third-party liability claims processing administration
B. Contract Services Agreement No.1 Keenan & Associates insurance brokerage services
C. Business Disclosure

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ATTACHMENT A
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AMENDMENT NO. 1 TO THE PROPERTY AND LIABILITY THIRD-PARTY ADMINISTRATOR SERVICES AGREEMENT NUMBER A8557

BETWEEN THE CITY PALM SPRINGS AND KEENAN & ASSOCIATES

1. Parties and Date.

This Amendment No. 1 to the Property and Third-Party Administrator Services Professional Services Agreement is made and entered into as of this twenty-first day of July, 2025, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Keenan & Associates, a California Corporation (Consultant). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Agreement. City and Consultant entered into an agreement titled Property and Third- Party Administrator Services Professional Services Agreement dated July 1, 2020 for the purpose of retaining the services of Consultant to provide property and liability third-party administrator services in an amount not to exceed of $325,000 and a term of five years.

2.2 Amendment Purpose. City and Consultant now desire to amend the A greement to revise extend the term of the Agreement for one (1) year and revise the compensation schedule.

2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 2.3 of the Agreement.

3. Terms.

3.1 Amendment. Section 3.4 of the Agreement is hereby replaced in its entirety to read as follows:

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 six (6) years, commencing July 1, 2020 , and ending June 30, 2026

Exhibit B is hereby deleted in its entirety and replaced with Exhibit C attached hereto and incorporated herein by reference.

3.2 Continuing Effect of Agreement . Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1.

3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1.

3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

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3.5 Counterparts. This Amendment No. 1 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]

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SIGNATURE PAGE FOR AMENDMENT NO. 1 TO THE PROPERTY AND LIABILITY THIRD-

PARTY ADMINISTRATOR SERVICES AGREEMENT

BETWEEN THE CITY PALM SPRINGS AND KENAN & ASSOCIATES

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

KEENAN & ASSOCIATES:

By: ____________________________ By: ______________________________ Signature Signature
(2nd signature required for Corporations)

Date: Date:

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _______ Item No.

APPROVED AS TO FORM: ATTEST:

By: ___________________________ By: _______________________________ City Attorney City Clerk

APPROVED:

By: _______________________________ Date:

City Manager – over $150,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000

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EXHIBIT F

COMPENSATION

1. The annual consulting fee for the services rendered under this Agreement for the period of term of this Agreement will be as follows:

Fiscal Year / Term Fee
July 1, 2025 to June 30, 2026 / Sixty-six thousand, six hundred seventy-ﬁve dollars ($66,675) with each amount due and payable upon presentation of the invoice.

2. Any balance not paid within thirty (30) days following the date on the invoice shall be deemed late. Interest on any late payment shall accrue as of the date of Keenan’s original invoice at the rate of (a) 1½ percent per month, or (b) the maximum interest rate permitted by applicable law, whichever is lower. Keenan shall have the right to suspend its Services if any balance owed by Client is more than sixty (60) days late.

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ATTACHMENT B
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AMENDMENT NO. 1 TO THE PROFESSIONAL INSURANCE BROKERAGE SERVICES PROFESSIONAL SERVICES AGREEMENT NUMBER A8425

BETWEEN THE CITY PALM SPRINGS AND KEENAN & ASSOCIATES

1. Parties and Date.

This Amendment No. 1 to the Professional Insurance Brokerage Services Professional Services Agreement is made and entered into as of this twenty-first day of July, 2025, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Keenan & Associates, a California Corporation (Consultant). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Agreement. City and Consultant entered into an agreement titled Professional Insurance Brokerage Services Professional Services Agreement dated July 1, 2020 for the purpose of retaining the services of Consultant to provide specific professional insurance brokerage services defined as “project” in the underlying agreement in an amount not to exceed of $305,500 and a term of five years.

2.2 Amendment Purpose. City and Consultant now desire to amend the A greement and extend the term of the Agreement for one (1) year and revise the compensation schedule.

2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 2.3 of the Agreement.

3. Terms.

3.1 Amendment. Section 3.4 of the Agreement is hereby replaced in its entirety to read as follows:

Exhibit D is hereby deleted in its entirety and replaced with Exhibit F attached hereto and incorporated herein by reference.

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in full force and effect.

3.5 Counterparts. This Amendment No. 1 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]

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SIGNATURE PAGE FOR AMENDMENT NO. 1 TO THE PROFESSIONAL INSURANCE

BROKERAGE SERVICES PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY PALM SPRINGS AND KENAN & ASSOCIATES

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

KEENAN & ASSOCIATES:

By: ____________________________ By: ______________________________ Signature Signature
(2nd signature required for Corporations)

Date: Date:

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _______ Item No.

APPROVED AS TO FORM: ATTEST:

By: ___________________________ By: _______________________________ City Attorney City Clerk

APPROVED:

By: _______________________________ Date:

City Manager – over $150,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000

Item 1V - Page 12

ATTACHMENT C
Item 1V - Page 13
Item 1V - Page 14

1. 2.

3. 4.

5. PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
Name of Entity Keenan & Associates
Address of Entity (Principal Place of Business)
2355 Crenshaw Blvd, Suite 200, Torrance , CA 90501
Local or California Address (if different than #2)
State where Entity is Registered with Secretary of State California
If other than California, is the Entity also registered in California? D Yes D No Type of Entity
~ Corporation D Limited Liability Company D Partnership D Trust D Other (please specify)

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

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

AssuredPartners Capital, Inc. 100%, Keenan & Associates [name of owner/investor] [percentage of beneficial interest in entity and name of entity]
8 .

AssuredPartners, Inc. 100% , AssuredPartners Capital, Inc. [name of owner/investor] [percentage of beneficial interest in entity and name of entity]
C.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
D.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]

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

Date _ ______ _ _
'1),'tv. ✓ A • <;c ~ ')
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Item 1V - Page 16
City of Palm Springs, CA.

Business Disclosure Supplementary Instructions
ln 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 Galifornia 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 llmited liability company a. Managers: George Doe
b. Ownership:
i. 50%
Item 1V - Page 17
Supplement to #6:

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Nore: 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
_J_oh_n_s_te...:.p_h_en_s _ _________ 13 Officer D Director D Member D Manager [name] D General Partner D Limited Partner
o ther ______ _ ____ _
_ s_u_1e_m_an_M_o_10_0 _______ ___ ~ Officer D Director D Member D Manager [name] D General Partner D Limited Partner
Other ---------- ---
_D_a_ni_e1_o_s_hi_ro _ ______ ____ ~ Officer D Director D Member D Manager [name] D General Partner D Limited Partner
Other ---------- ---
_T_a_ra_s_c_hi_llin...,;;g;;...._ ______ ____ ~ Officer D Director D Member D Manager [name] D General Partner D Limited Partner
o ther _ _________ _

CITY COUNCIL STAFF REPORT

DATE: JULY 21, 2025 PUBLIC HEARING

SUBJECT: ANNUAL LEVY OF ASSESSMENTS FOR VARIOUS STREET LIGHTING

AND PARKWAY MAINTENANCE DISTRICTS CITYWIDE FOR FISCAL YEAR 2025-2026

FROM: Scott C. Stiles, City Manager

BY: Public Works Department
Engineering Services Department

SUMMARY:

This annual item will complete proceedings required by law to continue the levy of existing annual special assessments in the City’s various Street Lighting and Parkway Maintenance Districts. A Public Hearing is required to solicit public comments on the City’s consideration to levy and collect special assessments for the subject fiscal year. In accordance with state law, resolutions adopting detailed reports for the districts were approved by the City Council at the meeting of June 25, 2025.

RECOMMENDATION:

1) Open the Public Hearing and take public testimony; and

2) Adopt Resolution No. _____, “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING THE ENGINEER’S

REPORT AND ORDERING THE CONTINUED OPERATION AND

MAINTENANCE OF IMPROVEMENTS FOR STREET LIGHTING
MAINTENANCE DISTRICT NO. 3, AND PARKWAY MAINTENANCE DISTRICTS NO. 6A, 6C, 7, 8, 9, AND 10 (ZONES 1 AND 2), AND LANDSCAPE MAINTENANCE DISTRICT NO. 12, AND ORDERING THE LEVY AND

COLLECTION OF ANNUAL ASSESSMENTS RELATED THERETO FOR FISCAL YEAR 2025/2026.”

STAFF ANALYSIS:

In accordance with the Streets and Highways Code of the State of California, the City is required to prepare Engineer’s Reports on the annual costs to operate and maintain Item 2A - Page 1
City Council Staff Report
July 21, 2025 -- Page 2
Street Lighting and Parkway Maintenance Districts
improvements within the City’s various Street Lighting or Parkway Maintenance Districts, which include:

1. S
treet Lighting Maintenance District No. 3 consists of 75 residential parcels located in the “Crossley Tract,” south of 34th Avenue along Lawrence Street and Marguerite Street. District No. 3 was established in 1983 to provide funding for the installation, operation and maintenance of street lighting along Lawrence Street and Marguerite Street, shown in the Vicinity Map below:

D
istrict No. 3 Vicinity Map
Crossley Tract
Item 2A - Page 2

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July 21, 2025 -- Page 3
Street Lighting and Parkway Maintenance Districts

2. Parkway Maintenance District No. 6A consists of 25 commercial and industrial properties located in the “Fairport Development,” between Chia Road and Tachevah Drive, west of Gene Autry Trail. District No. 6A was established in 1980 to provide funding for the maintenance of parkway landscaping along the south side of Chia Road as shown in the Vicinity Map below:

District No. 6A Vicinity Map
Fairport Development
Item 2A - Page 3
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July 21, 2025 -- Page 4
Street Lighting and Parkway Maintenance Districts

3. Parkway Maintenance District No. 6C consists of 30 residential parcels located in the “Park Sonora Tract,” on the east side of El Cielo Road along Sonora Road, Loma Vista Circle and San Marin Circle. District No. 6C was established in 1980 to provide funding for the maintenance of parkway landscaping along the east side of El Cielo Road along the frontage of the Park Sonora Tract, shown in the Vicinity Map below:

District No. 6C Vicinity Map
Park Sonora Tract

Item 2A - Page 4
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July 21, 2025 -- Page 5
Street Lighting and Parkway Maintenance Districts

4. Parkway Maintenance District No. 7 consists of 53 residential parcels located in the “Sunrise Norte Tract,” on the north side of San Rafael Drive west of Sunrise Way, located along Mountain Shadow Drive, Sand Spring Drive, Mica Drive, Garnet Road, and Twin Star Road. District No. 7 was established in 1990 to provide funding for the maintenance of parkway landscaping along the north side of San Rafael Drive along the frontage of the Sunrise Norte Tract, shown in the Vicinity Map below:

District No. 7 Vicinity Map
Sunrise Norte Tract

Item 2A - Page 5
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July 21, 2025 -- Page 6
Street Lighting and Parkway Maintenance Districts

5. Parkway Maintenance District No. 8 consists of 62 residential parcels located in the “Vintage Palms Tract,” on the north side of San Rafael Drive and the east side of Avenida Caballeros. District No. 8 was established in 1990 to provide funding for the maintenance of parkway landscaping along the north side of San Rafael Drive and the east side of Avenida Caballeros along the frontage of the Vintage Palms Tract, shown in the Vicinity Map below:

District No. 8 Vicinity Map
Vintage Palms Tract

Item 2A - Page 6
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City Council Staff Report
July 21, 2025 -- Page 7
Street Lighting and Parkway Maintenance Districts

6. Parkway Maintenance District No. 9 consists of 77 residential parcels located in the “Flora Vista Tract,” on the south side of Racquet Club Road, the west side of Sunrise Way, and the north side of Via Escuela. District No. 9 was established in 1997 to provide funding for the maintenance of parkway landscaping along the west side of Sunrise Way along the frontage of the Flora Vista Tract, shown in the Vicinity Map below:

District No. 9 Vicinity Map
Flora Vista Tract

Item 2A - Page 7
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July 21, 2025 -- Page 8
Street Lighting and Parkway Maintenance Districts

7. Parkway Maintenance District No. 10, Zone 1, consists of 308 residential parcels located in the “Mountain Gate (Phase 1),” development on the east side of N. Palm Canyon Drive and north of Gateway Drive. District No. 10, Zone 1, was established in 2003 to provide funding for the maintenance of parkway landscaping along the east side of N. Palm Canyon Drive, the north side of Gateway Drive, and drainage basins along East Gate Road, shown in the Vicinity Map below:

District No. 10 – Zone 1 Vicinity Map
Mountain Gate (Phase 1)

Item 2A - Page 8
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City Council Staff Report
July 21, 2025 -- Page 9
Street Lighting and Parkway Maintenance Districts

8. Parkway Maintenance District No. 10, Zone 2, consists of 196 residential parcels located in the “Mountain Gate (Phase 2),” development on the east side of N. Palm Canyon Drive. District No. 10, Zone 2, was established in 2005 to provide funding for the maintenance of parkway landscaping along the east side of N. Palm Canyon Drive, shown in the Vicinity Map below:

District No. 10 – Zone 2 Vicinity Map
Mountain Gate (Phase 2)

Item 2A - Page 9
Legend
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City Council Staff Report
July 21, 2025 -- Page 10
Street Lighting and Parkway Maintenance Districts

9. Landscape Maintenance District No. 12 consists of 6 commercial parcels located in the “Smoke Tree Commons” shopping center on the south side of E. Palm Canyon Drive and west side of Barona Road. District No. 12 was established in 2008 to provide funding for the maintenance of median landscaping within E. Palm Canyon Drive between Cerritos Drive and Farrell Drive, shown in the Vicinity Map below:

District No. 12 Vicinity Map
Smoke Tree Commons

Item 2A - Page 10
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July 21, 2025 -- Page 11
Street Lighting and Parkway Maintenance Districts

On June 25, 2025, the City Council adopted Resolutions ordering the preparation of and giving preliminary approval of the Engineer’s Reports for the Districts and declaring its intention to conduct a Public Hearing on July 21 , 2025, regarding the Districts and the levy and collection of special assessments related thereto. The Engineer’s Reports have been filed with the City Clerk and are available for public review. In accordance with the Streets and Highways Code of the State of California, it is necessary for the City Council to conduct a Public Hearing, take public testimony, and in the absence of a majority protest to the special assessments, the City Council can approve the levy and collection of special assessments for the various Special Districts for the subject fiscal year.

FISCAL IMPACT:

Approval of this action is the final annual step to continue levying special assessments in the City’s Street Lighting and Parkway Maintenance Districts. In accordance with the Engineer’s Reports prepared for each Maintenance District, on the basis that a majority protest is not presented at the Public Hearing, the City Council can order the levying of special assessments to collect revenue to pay for expenditures incurred within each District, as identified in the following table for the subject fiscal year:

Special District No. Levy Amount Qty of Parcels
Crossley Tract (3) $2,761.81 75
Fairport Development (6A) $5,153.75 19
6 Park Sonora Tract (6C) $12,367.80 30
Sunrise Norte (7) $23,746.65 53
Vintage Palms (8) $19,507.68 62
Flora Vista (9) $17,408.16 77
Mountain Gate Zone 1 (10-1) $69,684.80 292
16 Mountain Gate Zone 2 (10-2) $103,582.36 175
21 Smoke Tree Commons (12) $20,549.29 6
Total Levy $274,761.99 832

The proposed assessments for the subject Fiscal Year are lower or equal to the maximum assessment amounts previously approved by property owner petition or balloting, in accordance with provisions of the California Constitution Article XIIID (Proposition 218).

REVIEWED BY:

Acting City Engineer: Francisco Jaime
Director of Finance & Treasury: Kristopher J. Mooney
Director of Public Works: David McAbee
Deputy City Manager: Flinn Fagg
City Manager: Scott Stiles

ATTACHMENTS:

A. Resolution
Item 2A - Page 11
Attachment A
Item 2A - Page 12
RESOLUTION NO. _____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

PALM SPRINGS, CALIFORNIA, APPROVING THE
ENGINEER’S REPORT AND ORDERING THE

CONTINUED OPERATION AND MAINTENANCE OF

IMPROVEMENTS FOR STREET LIG HTING
MAINTENANCE DISTRICT NO. 3, AND PARKWAY
MAINTENANCE DISTRICTS NO. 6A, 6C, 7, 8, 9, AND 10
(ZONES 1 AND 2) , AND LANDSCAPE MAINTENANCE
DISTRICT NO. 12, AND ORDERING THE LEVY AND

COLLECTION OF ANNUAL ASSESSMENTS RELATED
THERETO FOR FISCAL YEAR 2025/2026

WHEREAS, the City Council of the City of Palm Springs , California, (hereinafter the “City Council”), has by previous Resolution established Street Lighting Maintenance District No. 3 (“Crossley Tract”), Parkway Maintenance District No. 6A (“Fairport Development”), Parkway Maintenance District No. 6C (“Park Sonora Tract”), Parkway Maintenance District No. 7 (“Sunrise Norte Tract”), Parkway Maintenance District No. 8 (“Vintage Palms Tract”), Parkway Maintenance District No. 9 (“Flora Vista”), Parkway Maintenance District No. 10 (Zones 1 and 2) (“Mountain Gate”), and Landscape Maintenance District No. 12 (“Smoke Tree Commons”), (hereafter individually referred to as the “District”, or collectively referred to as the “Districts”), pursuant to the provisions of the Landscaping and Lighting Act of 1972, Part 2 of Division 15 of the Streets and Highways Code of the State of California, beginning with §22500 (hereafter referred to as the “Act”), that provides for the levy and collection of assessments by the City of Palm Springs to pay for the maintenance and services of improvements and all appurtenant facilities and operations related thereto; and

WHEREAS, an Engineer’s Report for each District, (hereafter referred to as the “Report”), has been prepared and filed with the City Clerk of the City of Palm Springs, (hereafter referred to as the “City Clerk”), and the Report identifies the levy of assessments commencing July 1, 2025, and ending June 30, 2026 (hereafter referred to as the “Subject Fiscal Year ”) in accordance with the Act; and the City Council did by previous Resolution preliminarily approve each Report; and

WHEREAS, the City Council has carefully examined and reviewed the Report as presented, and is satisfied with each and all of the items and documents as set forth therein, and finds that the levy has been spread in accordance with the special benefits received from the improvements, and the operation, maintenance and services to be performed, as set forth in the Report; and

WHEREAS, the City Council desires to levy and collect assessments against parcels of land within the Districts for the Subject Fiscal Year to pay the costs and expenses of the operation, maintenance, repair and servicing of improvements related thereto; and Item 2A - Page 13
Resolution No.

Page 2 ends

WHEREAS, the Report proposes the levy and collection of annual assessments less than or equal to the maximum assessment amounts previously approved by property owner petition or balloting, in accordance with the provisions of Article XIIID of the California Constitution (Proposition 218); and

WHEREAS, the City Council has noticed and held a Public Hearing on July 21, 2025, regarding the Districts, and the proposed improvements and assessments for the Subject Fiscal Year , as described in the Report in accordance with the provisions of the Act and applicable provisions of Article XIIID of the California Constitution (Proposition 218).

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

Section 1: The above recitals are all true and correct.

Section 2: Following notice duly given, on July 21, 2025, the City Council has held a full and fair Public Hearing to approve or amend the Report, the levy and collection of assessments related thereto, and has considered all oral and written statements, protests and communications made or filed by interested persons. The City Council has determined that the property owners have approved the assessments so presented in the Report in accordance with the requirements of Article XIIID of the California Constitution (Proposition 218).

Section 3: Based upon its review (and amendments, as applicable) of the Report, a copy of which has been presented to the City Council and which has been filed with the City Clerk, the City Council hereby finds and determines that:

a) The land within each District will receive special benefit by the operation, maintenance, and servicing of certain improvements within the boundaries of such District.

b) Each District includes all of the lands receiving such special benefit.

c) The net amount to be assessed upon the lands within each District for the Subject Fiscal Year, is apportioned by a formula and method which fairly distributes the net amount among all eligible parcels in proportion to the special benefits to be received by each parcel from the improvements and services.

d) The assessment amounts described in the Report do not exceed the maximum assessments previously established in accordance with the provisions of Article XIIID of the California Constitution (Proposition 218).

Section 4: The Report and assessments as presented to the City Council and on file in the Office of the City Clerk are hereby confirmed as filed.

Section 5: The City Council hereby orders the proposed improvements to be made, which improvements are generally described as the operation, administration, maintenance, and servicing of street lighting, or streetscape landscaping including parkways and medians as well as public landscaped areas, including turf, ground cover, plants, shrubs, trees, irrigation and Item 2A - Page 14
Resolution No.

Page 3 ends

drainage systems, landscape lighting improvements, and appurtenant facilities and expenses associated with the Districts. The Report describes any new improvements or substantial changes in existing improvements.

Section 6: The assessments as confirmed shall be submitted to the County Auditor of the County of Riverside (the “County Auditor”), and the County Auditor shall enter on the County Assessment Roll opposite each eligible parcel of land the amount of levy so apportioned by the formula and method outlined in the Report, and such levies shall be collected at the same time and in the same manner as Riverside County taxes are collected pursuant to §22646 of the Act. After collection by Riverside County, the net amount of the levy shall be paid to the City Treasurer.

Section 7: The City Treasurer shall deposit all money representing assessments collected by Riverside County for each District , and such money shall be expended only for the operation, maintenance and servicing of the improvements as described in Section 5.

Section 8: The adoption of this Resolution constitutes the levy for the Subject Fiscal Year.

Section 9: The City Clerk is hereby authorized and directed to file the levy with the County Auditor upon adoption of this Resolution.

ADOPTED THIS 21st day of July, 2025.

Scott C. Stiles, City Manager

ATTEST:

Brenda Pree, City Clerk
Item 2A - Page 15
Resolution No.

Page 4 ends

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

CITY OF PALM SPRINGS )

I, Brenda Pree, City Clerk of the City of Palm Springs, hereby certify that Resolution No. ____ is a full, true and correct copy, and was duly adopted at a regular meeting of the City Council of the City of Palm Springs on July 21, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Brenda Pree, City Clerk

Item 2A - Page 16

CITY COUNCIL STAFF REPORT

DATE: JULY 21, 2025 PUBLIC HEARING

SUBJECT: RESOLUTION OF NECESSITY OF THE CITY COUNCIL OF THE CITY OF

PALM SPRINGS FOR THE ACQUISITION BY EMINENT DOMAIN OF A

TEMPORARY CONSTRUCTION EASEMENT INTEREST IN A PORTION

OF CERTAIN REAL PROPERTY LOCATED IN CATHEDRAL CITY,

RIVERSIDE COUNTY, CALIFORNIA AND MORE PARTICULARLY
DESCRIBED AS ASSESSOR PARCEL NO. 678 -210-041 FOR THE
RAMON ROAD BRIDGE WIDENING PROJECT, CITY PROJECT NO. 08- 25, FEDERAL-AID PROJECT NO. BHLS-5282 (40)

FROM: Scott C. Stiles, City Manager

BY: Jeffrey S. Ballinger, City Attorney

SUMMARY:

Staff is recommending that this item be continued to the meeting of September 10, 2025.

RECOMMENDATION:

Continue the public hearing to September 10, 2025.

REVIEWED BY:

City Attorney: Jeffrey S. Ballinger
City Manager: Scott Stiles

ATTACHMENTS:

None.

Item 2B - Page 1
========r==---=========--

CITY COUNCIL STAFF REPORT

DATE: July 21, 2025 BUSINESS AND LEGISLATIVE

SUBJECT: SOUTH PALM CANYON DRIVE LOW WATER CROSSING BRIDGE REPLACEMENT AT ARENAS CANYON SOUTH, CITY PROJECT NO. 06- 18, FEDERAL AID PROJECT NO. BR -NBIL(502); DISCUSSION OF

PUBLIC OUTREACH AND REVIEW OF THE FIFTH ALTERNATIVE

DESIGN BY THE OSWIT GROUP AND DIRECTION RE GARDING THE

FINAL DESIGN, ENVIRONMENTAL REVIEW, AND COMPLETION OF

CONSTRUCTION PLANS AND BIDDING OF PROJECT

FROM: Scott C. Stiles, City Manager

BY: Engineering Services Department

SUMMARY:

On April 9, 2025, the Palm Springs City Council directed staff to engage in community input and report back. Staff conducted two well -attended community meetings, one in - person and the other virtual. Once analyzed, the public’s primary concern was for public safety and access for first responders during major storm events. A full detailed analysis of all of the public comments are included in this report.

In addition, on July 2, 2025, the City received a fifth alternative from the Oswit Group to review. As a condition of the settlement agreement with the Committee to Save Oswit Canyon (“Oswit Group”), the City agreed to put a separate item for public comment on a regular City Council agenda prior to proceeding with the bidding of the South Palm Canyon Drive Low Water Crossing Bridge Replacement at Arenas Canyon South, City Project No. 06 -18, Federal Aid Project No. BR -NBIL(502) (“Project”). This item is th e fourth opportunity for the community to provide input on the Project.

RECOMMENDATION:

1. Reject Fifth Alternative Design proposed by Oswit Group and adopt Staff’s recommended Alternative Design for the South Palm Canyon Drive Low Water Crossing Bridge Replacement at Arenas Canyon South, City project No. 06 -18, Federal Aid Project No. BR-NBIL(502) (the “Project”); and

2. Authorize City Staff to finalize environmental review for the Project; and

Item 3A - Page 1
City Council Staff Report
July 21, 2025 -- Page 2
CP 06-18 South Palm Canyon Bridge Discussion

3. Authorize City Engineer to finalize the plans, specifications for the Project and proceed to bid the Project, following completion of environmental review for the Project.

BACKGROUND:

South Palm Canyon Drive is subject to flooding from Oswit Canyon and has been subject to closure at times during past heavy storms. As the only access point into the South Palm Springs area, maintaining access is an important public health and safety issue.

The Oswit Canyon alluvial fan extends over an area of 3.2 square miles west of S. Palm Canyon Drive, and during a 100-year storm can generate runoff of up to 3,000 cubic feet per second (cfs), equivalent to over 1.3 million gallons per minute. Oswit Canyon and the alluvial fan is shown in the following view.

Oswit Canyon and Alluvial Fan
Item 3A - Page 2
City Council Staff Report
July 21, 2025 -- Page 3
CP 06-18 South Palm Canyon Bridge Discussion

Some photos showing the flooding that has occurred in the past are provided in this staff report (not all road closures are demonstrated by these photos).

August 1982

January 2005
Item 3A - Page 3
City Council Staff Report
July 21, 2025 -- Page 4
CP 06-18 South Palm Canyon Bridge Discussion

February 2019

In 2005, the City applied for $4,055,000 in funding through the State’s Highway Bridge Program (HBP) for the construction of an elevated roadway and new storm drain culvert system on South Palm Canyon Drive, just north of Bogert Trail. This structure is intended to accept and convey the stormwater runoff from Oswit Canyon under the roadway of South Palm Canyon Drive and into the adjacent golf course, where the flow naturally runs into the Palm Canyon Wash further east.

The HBP provides federal funding for 88.53% of the total project cost with the City providing the remaining 11.47% as a local match. The City is using Gas Tax, Local Measure A (transportation funds), or Special Development Funds that were collected in that area specifically for drainage improvements.

On October 4, 2006, Caltrans gave the City authorization to proceed with the Project. This included the geological, hydrological, floodplain studies, studies for archaeological cultural resources, protected species studies, and the acquiring of rights -of-way for the Project. In 2007, the City Council approved a program supplement agreement with the Item 3A - Page 4
City Council Staff Report
July 21, 2025 -- Page 5
CP 06-18 South Palm Canyon Bridge Discussion

State of California, authorizing the disbursement and use of up to $381,494 in federal aid funds for the Project.

On January 18, 2012, the City Council adopted a Mitigated Negative Declaration (MND) pursuant to the California Environmental Quality Act (CEQA) for the Project.

Subsequently, in 2015, the final design commenced and efforts to acquire various parcels for temporary and permanent rights-of-way for the Project were initiated.

Throughout 2016, the City Council approved several real property acquisition agreements for the Project, including an agreement with the owners of the 114 acres of vacant property located west of S. Palm Canyon Drive (the “Oswit Canyon Property”) to acquire approximately 3.5 acres of it as a permanent easement necessary for the Project. The property is shown in Figure 1 below.

Figure 1. Oswit Canyon Property and Area the City needs for the Project

The November 2, 2016 property purchase agreement, as well as the previous a ctions referenced above, constituted the City Council’s commitment to a definite course of action in regard to the Project, and thus the Project’s approval.

In January 2017, an initiative process was filed with the City by the Committee to Save Oswit Canyon to amend the City’s Zoning Code, Canyon South Specific Plan, and General Plan, to identify the Oswit Canyon area as an Environmentally Sensitive Area, Oswit Canyon
Property
Area the City needs
for the Project
Item 3A - Page 5
City Council Staff Report
July 21, 2025 -- Page 6
CP 06-18 South Palm Canyon Bridge Discussion

and subject to development standards reducing density to 1 unit for 40 acres (the “Oswit Canyon Initiative”).

As a result of the Oswit Canyon Initiative, in February 2017 , the owners of the affected property filed litigation to prevent the Initiative from being adopted, or that, if adopted, the land use changes to the property diminished its value and represented a taking of the property.

On March 1, 2017, the City Council was presented with the Oswit Canyon Initiative, which qualified at that time for a special election. In lieu of calling a special election , the City Council adopted it. However, due to the litigation, implementation of the Oswit Canyon Initiative was prevented as the litigation continued.

As a result of the litigation, the Oswit Canyon Property owners rescinded their approval to convey to the City the easements required to build the Project, which was approved by the City Council on November 2, 2016.

In May 2019, the Committee, the Oswit Canyon Property owners, and the City participated in efforts to resolve the litigation. It was agreed to allow the Committee to raise the funds to purchase the Oswit Canyon Property from the owners with the express intent of preserving it for conservation.

In March 2020, the efforts to resolve the litigation reached a conclusion with the parties entering into a Settlement Agreement leading to the Committee’s acquisition of the vast majority of the Oswit Canyon Property on October 30, 2020.

The Settlement Agreement also provided for the City to acquire the portion of the Oswit Canyon Property needed for the Project, rather than a permanent easement. It also allowed for the Committee or its consultants to comment on the design of the Project, and for the City to put the Project on a future City Council public meeting agenda, as a separate agenda item for public comment , prior to proceeding with bidding. The Agreement further stipulates that Oswit will not pursue or assist in any legal or administrative action pertaining in any way to the flood control Project.

On April 9, 2025, the City Council was presented with the construction plans for the project, based on the City staff’s proposed design, but postponed the decision on the Project in order to provide an additional 60-day community outreach period.

STAFF ANALYSIS:

On December 17, 2019, the Committee to Save Oswit Canyon’s consultant, Haimann Engineering (Haimann), submitted four options for the City to consider, which the consultant expected to be feasible following a more in -depth hydrology study and engineering analysis to size the features, assess impacts, and develop cost estimates.

Item 3A - Page 6
City Council Staff Report
July 21, 2025 -- Page 7
CP 06-18 South Palm Canyon Bridge Discussion

In May of 2020, the City Council approved an amendment in the amount of $112,500 to Dokken Engineering to review the comments, provide engineering alternates, and prepare renderings of what the site could potentially look like. The findings of each option were not feasible and are summarized in Attachment A.

There are design changes that Dokken was able to incorporate into the Project as (see Attachment B and images on the following page). The height and extent of the proposed flood control berms were reduced to transition better with the natural topography of the site. The footprint was reduced as much as possible, while still providing drainage for severe storm events. Rock treatments and as much of the concrete structures have been removed as feasible to make the channel portion blend with the surroundings. The following two images show how the channel might look after natural vegetation takes hold.

On February 28, 2024, City Staff along with Dokken Engineering Staff met with Ms. Jane Garrison of the Oswit Group to discuss the results of the findings of the four options and Item 3A - Page 7
City Council Staff Report
July 21, 2025 -- Page 8
CP 06-18 South Palm Canyon Bridge Discussion

to present the redesign of the Project. Ms. Garrison requested a follow-up meeting along with hydrologic design data to review. Staff presented the information requested and met with Ms. Garrison on April 8, 2024, to discuss the Project again and to inform Ms. Garrison that Staff intended to bring the Project for public comment and to request authorization to bid.

Public Meeting

At the April 9, 2025, City Council Meeting, Staff was directed to hold two public meetings, one in -person and the second virtually, to take public input on the Project. Daley Strategies assisted City staff with the public outreach and used Social media posts (Facebook, Instagram, Nextdoor, etc.) to get the word out t o the public. In addition, an email blast went to over 23,000 subscribers to the City’s social media. The local media was alerted and covered the events.

The first meeting was an in-person event held on May 29, 2025 at the Indian Canyons Golf Resort. The event was attended by 70 individuals, including Councilmembers and City Staff. The second meeting was a virtual meeting held on June 2, 2025. The virtual meeting had 80 attendees, including Councilmembers and City Staff. The two meetings were very successful and allowed Daley Strategies and City staff to provide information to the public and take in public input. A fact sheet on the community engageme nt is included as Attachment C.

The key topics that the public was interested in include:

• Public safety & emergency access (21mentions)

• Environmental impacts & alternative solutions (16 mentions)

• Cost, funding, & fiscal risk (14mentions)

• Effectiveness & trust in the design(14 mentions)

• Timeline & project readiness (9 mentions)

Supporters of the Project expressed interest in public safety, funding allocation, project readiness and long-term benefits of the Project. The supporters expressed concern over critical access for emergency responders and the fact that funding has already been secured.

The public comments that were neutral generally asked questions about the project funding and timeline, and an interest in what happens downstream. In addition, the group wanted a clear construction and access plan to not disrupt their daily commute.

Item 3A - Page 8
City Council Staff Report
July 21, 2025 -- Page 9
CP 06-18 South Palm Canyon Bridge Discussion

The residents that did not support the project expressed concern about the environmental impacts, cost and prioritization, construction disruption, doubts about the Project ’s effectiveness and wanted alternative solutions.

Oswit Group – Fifth Alternative

Dokken’s hydrologic model is based on several widely accepted hydrologic studies that were accepted by Riverside County Flood Control . The Sustura hydrologic method has not been peer reviewed or accepted by the County. During the July 14, 2025 , focus meeting, Robert Haimann, PhD of Sustura noted complexities in the model and identified that the proposed roadway profile built into the Sustura model may not have accurately captured the City’s proposed improvements ; therefore, the model outputs may not accurately reflect the design conditions and may have to be updated.

The Sustura floodwall option extends outside of the current drainage easement that has already been negotiated for this project. The new drainage easement could be complicated, costly, and would delay the project without providing any benefits or improvements to the design. The floodwall option would likely also require a drainage easement from a second property owner, which is currently not required.

The City Engineer and Dokken support the current design and have the following additional concerns regarding the Sustura option. In short, the concerns are as follows:

Performance and reliability: City and Dokken engineers have questions about how reliably the wall handles flooding, including faster -moving water, potential erosion, and sediment buildup.

Land ownership & permitting: The wall would cross onto tribal land and outside existing environmental clearance zones, requiring new studies , right -of-way acquisition, and approvals.

Timeline & funding: Changing designs now risks years-long delays, the potential loss of critical federal and local dollars, and increased costs for the City.

Uncertain costs: The wall’s final cost and construction details remain unclear; staff anticipate higher costs compared to the current project design.

Item 3A - Page 9
City Council Staff Report
July 21, 2025 -- Page 10
CP 06-18 South Palm Canyon Bridge Discussion

Maintenance access: The wall would block existing maintenance roads, requiring rerouting to preserve access to the area.

Project footprint: Analysis suggests the flood wall could affect more land area overall than the original channel design, despite intentions to minimize impact.

Dokken has approached the existing flooding at the LWC through a multi-disciplinary lens to address safety, accessibility, roadway, drainage, utility, structures, and right of way concerns.

ENVIRONMENTAL ASSESSMENT:

On January 18, 20 12, the City Council approved Resolution No. 23076, adopting and ordering the filing of a n MND for the Project. Subsequently , Staff filed the Notice of Determination with the Riverside County Clerk and State Clearing House.

The Project is funded in part by federal funds, requiring local oversight by Caltrans. As a federally funded project, it is subject to review pursuant to the National Environmental Policy Act (NEPA). On February 6, 2012, Caltrans as the lead agency, made an environmental determination that the Project does not individually or cumulatively have a significant impact on the environment as defined by NEPA and is excluded from the requirements to prepare an Environmental Assessment (EA) or Environmental Impact Statement (EIS); has considered unusual circumstances pursuant to 23 CFR 771.117(b), and that it qualifies for a Categorical Exemption in accordance with 23 CFR 771.117(d).

CEQA Addendum and NEPA Revalidation

In April 2025, noting that more than ten years had passed since the initial studies and to help prepare the project for submittal of the Request for Authority to Construct (RFA CON) to Caltrans Local Assistance, the City requested that Dokken Engineering prepare a Supplemental Biological Study and CEQA Addendum. The Supplemental Biological Study and CEQA Addendum is anticipated to be completed in August 2025 and will document current site conditions and address the issues identified in Public Resources Code section 21166 and CE QA Guidelines section 15162 regarding supplemental or subsequent environmental review after an IS-MND has been adopted.

To ensure that the Supplemental Biological Study and CEQA Addendum are prepared in compliance with the latest standards and requirements, the Dokken Engineering team has been coordinating with Caltrans District 8, Local Assistance Environmental Support.

Additionally, in June 2025, the City received a letter from USFW and CDFW, which is included as Attachment F. The City is evaluating the comments and preparing a response.

The City Engineer’s finalization and approval of the construction plans will not be completed unless and until the CEQA Addendum is finalized by City staff, as authorized by this Item 3A - Page 10
City Council Staff Report
July 21, 2025 -- Page 11
CP 06-18 South Palm Canyon Bridge Discussion

proposed action.

ALIGNMENT WITH STRATEGIC PLANNING:

This item aligns with City Council Priority “Community Infrastructure”, specifically 2B, 5 - Year Capital Improvement Plan, and identifying high-priority facilities.

FISCAL IMPACT:

This Project began in 2006, and as the years have passed, the cost of construction has continuously increased. Staff at every opportunity has submitted requests for additional funding from Caltrans to cover the increased cost of construction. In 2021, the engineer’s estimate was $4.5 million. As the Project was on pause during litigation, Staff has only recently revisited the cost estimate. The current estimate of construction costs for the Project is approximately $9 million. During the Fiscal Year 2024/2025 budget cycle, Staff allocated $7.69 million in anticipation of the escalating costs. During the Fiscal Year 2025/2026, Staff increased the budget again to approximately $10,000,000.

Staff will bid the Project and, depending on the bid results, may request additional funding from the City Council . Caltrans has programmed $ 5,358,750 to cover 88.53% of the construction cost. After all construction and construction management costs are known, Staff will be submitting another request to Caltrans to increase the funding for the Project.

The Project funding and estimated costs are shown in the table below.

Table of Project Costs Amount
Capital Funds $6,597,085
Local Measure “A” Funds $1,368,914
Special Gas Tax (SB1) $201,122
Drainage Area Fund $2,147,444
Construction Contract ($9,000,000)
Construction Management/Inspection ($900,000)
Project Administration ($450,000)
Contingency (10%) ($900,000)
Appropriation Amount ($935,435)

REVIEWED BY:

City Engineer: Joel Montalvo
Deputy City Manager: Flinn Fagg
City Attorney: Jeffrey Ballinger
City Manager: Scott Stiles

Item 3A - Page 11
City Council Staff Report
July 21, 2025 -- Page 12
CP 06-18 South Palm Canyon Bridge Discussion

ATTACHMENT:

A. Oswit Four Options and Findings
B. Proposed Project Design – Dokken Engineering (City of Palm Springs) C. Community Engagement Fact Sheet
D. Oswit Fifth Option
E. Dokken Review of Fifth Option
F. U.S. Fish and Wildlife Letter

Item 3A - Page 12

Attachment A
Item 3A - Page 13
Findings of Options Suggested by the Committee to Save Oswit Canyon

On December 17, 2019, the Committee to Save Oswit Canyon’s consultant, Haimann Engineering (Haimann), submitted four options for the City to consider, which the consultant expected to be feasible following a more in depth hydrology study, and engineering analysis to size the features, assess impacts, and develop cost estimates.

The City was open to the Haimann’s suggested options and investigated each of the options.

Suggested Option 1: Construct a debris basin west of South Palm Canyon Drive in the path of natural drainage and connect to an expanded retention basin East of South Palm Canyon Drive. The retention basin would then connect to the pond in the Golf Course with water being balanced between those facilities.

Findings: The City determined that the retention basin on the east side of South Palm Canyon Drive is for a different watershed and cannot be used to mitigate flooding from Oswit Canyon. The tributary area for the Oswit watershed is 2,080 acres, that creates a volume of 1,000 ac-ft that needs to be designed for a 100-year storm event for a 24 hour period.

To handle that volume, a 2,000 ft x 2,000 ft basin, 12 feet deep, is required. The red dashed line shows how large that debris basin would need to be as compared to the debris basin Haimann envisioned in blue to accommodate the 1,000 ac -ft. This option is not feasible and will have a significant impact to the environment.

Item 3A - Page 14
Not to Scale. All Drawn Items ore for
Illustration Purposes and Shall Not Be
Used as Designs or Plans for
Cons1ruction. No Sizing Calcula1ions
Have Been Completed.

Suggested Option 2:

Construct a retention basin with berm west of South Palm Canyon Drive, lined with HDPE liner for geotechnical stability, where water will be held and “allowed to infiltrate and evaportranspirate”. “This berm would be sized to prevent discharge of the capital storm event. A spillway feature would be installed to allow water to overflow under extreme conditions beyond the capital storm event.”

Findings: The proposed berm as diagrammed below would need to be about 46 feet deep, by 2,500 feet long by 50 feet wide, to accommodate the 1,000 ac-ft of water design requirement. This option is not feasible.

Item 3A - Page 15
Option 2 Figure from 12/17 /19 Memo
Not to Scale. All Drawn Items arc for
Illustration Purposes and Shall Not Be
Used as Designs or Plans for
Construction. No Sizing Calculations
Have Been Completed.
ponded area of ~4_5 acres.

Assum ing this foo tprint, the
depth is infeasible at ~225' i n
order to retain the fu ll 100-year,

Suggested Option 3:

Construct a debris basin to keep all the water on the west side of South Palm Canyon Drive. “A smaller berm would be constructed than in Option 2. Dry wells would be installed to infiltrate accumulated water more rapidly. The debris basin would be designed to minimize silting of the dry wells. The dry wells would be maintained …to maintain infiltration rates…to prevent overflow of the capital storm.”

Findings:

The proposed berm creates an efficient use of space, but this option offers less than Option 2 at ~1.2 acres. Based on 11 dry -wells shown with this footprint, the depths (calc’d to 835’) are infeasible in order to retain the full 100- year, 24-hour storm volume. (Not accounting for the reduction in available volume runoff due to sediment volumes)

Item 3A - Page 16
Option 3 Figure from 12/17 /19 Memo
Not to Scale. All Drawn Items are for
Illustration Purposes and Shall Not Be
Used a.s Designs or Plans for
Construction, No Sizing Calculations
Have Been Completed.

Dry wells are typically no deepe r
than 15' and are better suited
for smaller runoff volumes. To
put it in perspective, a 15' deep
dry well may have a retention
capacity of 120cf compared to
approx. 43,560,000cf of runoff
experienced at this locat ion.

Suggested Option 4:

Construct a debris basin to keep all water on the west side of South Palm Canyon Drive. “A vegetated infiltration trench with a downstream curb would be installed to hold and infiltrate the capital storm. The debris basin would be designed to minimize silt ing of the vegetated infiltration trench. The vegetated infiltration trench would be maintained as necessary to maintain infiltration rates necessary to prevent overflow of the capital storm.” (see figure on next slides with comments)

Findings:

The sediment basin would provide for additional storage capacity but would still be infeasible. After accounting for the added infiltration trench capacity, the debris basin would need to be approx. 435' deep in order to retain the full 100- year, 24-hour storm volume. (Not accounting for the reduction in available volume runoff due to sediment volumes)

Item 3A - Page 17
Option 4 Figure from 12/17 /19 Memo
Not to Scale. All Drawn Items are for
lltus1radon Purposes and Shall Not Be
US<!<! as Ocilgns 0< P1•ns fo,
Construction. No Sizing C..kulations
Have Be«, C0<npleted.

Infiltration t renches are typically
no deeper than 8' and are
better suited for smaller runoff
volumes or for stormwater
treatment, not retent ion of
large storm volumes. An 8' deep
infil trat ion trench may have a
retention capacity of 240,000cf
compared to approx.
43,560,000cf of runo ff
Figure S:Option 4

Attachment B
Item 3A - Page 18
South Palm Canyon Drive Low Water
Crossing Project History
Current Project Overview Exhibit
Item 3A - Page 19
LEGEND:

C]
ITlJI

EX I ST I NG RIGHT OF WAY /PROPERTY BOUNDARY

PROPOSED IMPROVEMENTS

EX I ST I NG CONDIT IONS

PROPOSED CONDIT IONS

PERMANENT DRA I NACE EASEMENT PDE

TEMPORARY CONSTRUCT I ON EASEMENT
CLASS I I I METHOD B RSP WI TH CL ASS 8
FARR Ir.
--
CL ASS IV METHOD B RSP WI TH CLASS 8
F A8R IC

CONCRETE SLOPE PROTECT I ON

CONCRETED CLAS S YI I METHOD B OYER CL ASS
11 METHOD ASP WITH CLASS 8 FABRIC

CUTOFF WALL
CLASS V METHOD B RSP OYER CLASS I 11
METHOD B RSP WITH CLASS 10 FABRIC

SHEET I OF I
SCALE: I" 50'
PDE
PDE
I
SLOPE
L_,
OG _J
ACCESS
93 '
128'
82' ROW/ PDE
00· • I
2:1 SLOPE 104 , 2 : 1 SLOPE~ 13 '
~ ----= '--+---- - ~ 1 2:1 SLOPE
- - -, .,, /r-
- --- /'
-.. ~
' 3' WEIRj

SECTION A-A
82 '
63'
NTS
STA 23+50
'i.

I
73' !
11 1 '
67'
\._ OG

ACCESS ROAD

ROW/PDE
1 2: 1 L PE
-----~-- -;.,,,+--~--- , L lli:N-==----====-=----=~~r,;l-\--- ---- CONC7'
45'
2:1 OR FL ATTER SLOPES

SECTION B-B
NTS
STA 26+53
45'

INVER T
OG
ROAD
~ CIP Reinf Cone _j 0 BOX CULVERT (Mod) SECTION C-C
NTS 14'-0" Typ
STA 27+54

SOUTH PALM CANYON DRIVE

PROJECT OVERVIEW EXHIBIT
9/?R/?()
South Palm Canyon Drive Low Water
Crossing Project History
Proposed Easterly View
from Inside Channel
Item 3A - Page 20

Attachment C
Item 3A - Page 21

1. How many people commented at each meeting?
Meeting Attendees Comments Recorded
In‑Person Community Meeting
(May 29, 2025)
~70 29 comments
Virtual Community Meeting
(June 2, 2025)
~80 30 comments

2. Sentiment distribution (Support / Neutral / Oppose)
Meeting Support Neutral/Clarifying Oppose
In‑person (May 29) 27.6 % (8 of 29) 34.5 % (10 of 29) 37.9 % (11 of 29) Virtual (June 2) 63.3 % (19 of 30) 13.3 % (4 of 30) 23.3 % (7 of 30) Percentages reflect the share of total comments, not speakers.

3. Key themes raised (summary across both meetings)
Rank Theme
(consolidated)
Mentions Share of
total
mentions
Typical concerns expressed
1  Safety & emergency
access
21   ≈27 % Danger when floodwater overtops
crossing; ambulances/fire/police
blocked; concern for aging population;
“minutes can be a life.”
2  Cost, funding &
fiscal risk
14   ≈18 % Fear of “huge waste of money,” cost
overruns, forfeiting federal grant.

Item 3A - Page 22
3  Effectiveness &
trust in design
14   ≈18 % Will the bridge stop flooding?
Concern/questions about hydrologic
model and downstream impact on golf
course and homes in the floodway.
4  Timeline & project
readiness
9   ≈12 % September 2026 obligation deadline;
fear that redesigns jeopardize funds.
5  Environmental
impacts
8   ≈10 % Habitat loss, big‑horn sheep, protecting
Arenas and Oswit canyons
6  Alternative
solutions proposed
8   ≈10 % Suggestions to raise the roadway, build
a second evacuation route, or adopt
Oswit’s “greener” concept.
7  Construction‑phase
disruption
3   ≈4 % One‑year build time, detours,
dust/noise, Lykken Trail parking.

4. Overall sentiment across both community meetings
Sentiment category Total comments Share of all 59 comments Supportive 27 45.8%
Neutral / Clarifying 14 23.7%
Opposed 18 30.5%

-Supporters almost always framed the bridge as a life‑safety necessity and stressed the risk of forfeiting federal money if the City delays.
-Opponents predominantly questioned cost‑effectiveness and urged the City to explore less‑expensive alternatives or wait for Oswit’s proposal.

5. Summary of emails and letters received by the City
(correspondence dated May 29 - June 17, 2025)
Item 3A - Page 23

Correspondence Items Supportive Neutral / Clarifying Opposed Emails 6 1 3 2
Letters / note‑cards 3 3 0 0
Total 9 4 (44%) 3 (33%) 2 (22%)
Sentiment snapshot
● Supportive (4 items, 44%) – All three letters and one email emphasize life‑safety benefits and urge the City to proceed.
● Neutral / Clarifying (3 items, 33%) – Three emails requested technical details on ownership, restoration plans, and flood routing, but do not state a position. ● Opposed (2 items, 22%) – Two emails argue the bridge is oversized and advocate the Oswit alternative.

Key themes raised (across all 9 items)
Rank Theme
(consolidated)
Mentions* Typical points expressed
1  Safety & emergency
access
5  “Much‑needed infrastructure … will make
Andreas Hills significantly safer.”
2  Environmental /
habitat protection
5  Desire to minimize disruption to Oswit Canyon
wildlife and desert vegetation; hope for
native‑plant restoration
3  Hydrology &
downstream flood risk
4  Requests for modelling of water flow through the
golf‑course ponds and Bogert Trail low points
4  Bridge scale,
aesthetics & cost
3  Concern the proposed structure is
“disproportionately large” and potentially
cost
‑inefficient
5  Alternative solutions
(Oswit concept)
2  Calls to consider a “smaller, simpler solution” or
OLT’s design
Item 3A - Page 24
6  Accuracy of public
information
1  Frustration over “inaccurate information”
circulating online

Item 3A - Page 25
I I

Attachment D
Item 3A - Page 26
1 Evaluation of Alternative Flood Risk
Reduction System for South Palm Canyon
Drive and Bogert Trail Lower Water
Crossing.

Prepared for Oswit Land Trust
July 2, 2025
Prepared by:

09/30/2025
Item 3A - Page 27
7/2/2025

2 Executive Summary
The City of Palm Springs has developed a plan and design for a channel and culvert system to convey flows from the Arenas Canyon, also known as Oswit Canyon, across South Palm Springs Blvd to the Indian Canyons Golf Resort to reduce flood risks at the intersection of South Palm Canyon Drive and Bogert Trail in Palm Springs, CA, where there is a Low Water Crossing (LWC). A solution has been designed to alleviate flooding of the Low Water Crossing (LWC) at South Palm Canyon Drive and Bogert Trail in Palm Springs, California. This analysis evaluated the hydrology and hydraulics of the intersection using HEC-RAS in 2- dimensional mode with boundary conditions set up as rain-on-grid, for the entire Arenas/Oswit Canyon watershed.

A modification to the City’s design has been evaluated along with the City’s design using this HEC-RAS modeling technique. The modification consists of a flood wall along South Palm Canyon road from the Lykken trail to the southern property line of Oswit Land Trust (OLT) property or, alternatively, further south to where the road grade rises up to the top of the flood wall. The culvert designed by the City is incorporated at the same location with the same sizing. In lieu of building a rock lined channel extending westward, the proposal is to make use of the flood wall to prevent over-topping onto the LWC and lower overall velocities to reduce scour during the storm event.

Based on this modeling effort, the following conclusions can be drawn:
• The hydromodified channel as presented in plans and specifications will not prevent flows from continuing southward and overtopping the road just south of Bogert trail, where they will result in standing water on the LWC.
• The hydrograph used for design predicts significantly higher flows than the 100-year 3-hour hyetograph (2.25-inches, 3-hour duration) from the unit hydrograph method presented by the Riverside County Flood Control District (RCFCD). This is likely due to the model simulating significant flows to the south of the Western Arenas/Oswit Canyon channel based on the available topographic data from the USGS 10-meter Digital Elevation Model blended with the City’s 1-foot Digital Elevation Model for the downstream end of Arenas Canyon. Based on simulating a range of hyetographs, the 3-inch, 1.5-hour hyetograph comes closest to the peak flow from the design hydrograph but does not reproduce the volume. For this analysis, both storms were used for simulations of current conditions, and expected conditions the channel and culvert, and with the flood wall and culvert.
• Simulation suggest that the use of the flood wall and culvert will result in less water at the LWC than the channel and culvert alternative.

Overall conclusions are that the channel system will not stop all flood waters from overtopping the road, that the flood wall culvert combination will do a reasonably better or, at least, equivalent job. 1 Introduction and Background
The City of Palm Springs has developed a plan and design for a channel and culvert system to convey flows from the Arenas Canyon, also known as Oswit Canyon, across South Palm Springs Blvd to the Indian Canyons Golf Resort to reduce flood risks at the intersection of South Palm Canyon Drive and Bogert Trail in Palm Springs, CA. The intersection currently serves as a Low Water Crossing (LWC). The location has desert Item 3A - Page 28
~
7/2/2025

3 hydrology and rain and runoff are infrequent, but can occur rapidly and, when they occur, can result in water overflowing the LWC resulting in standing water and deposition of sediments at the LWC. During the flood, access to communities to the east along Bogert Trail is restricted, presenting a public safety risk. Following the flood, costs are incurred to remove deposited sediments and clear the intersection for vehicular use.

Figure 1 shows the project vicinity.

Initial planning to modify the LWC to convey flood waters eastward beneath South Palm Canyon Drive were developed on conjunction with a planned development to the North of Arenas Canyon, called the Eagle Canyon development. This development plan was ultimately abandoned, after which the City continued to develop the flood risk reduction project for the LWC.

The City’s plan consists of installing a “bridge” consisting of a 5-barrel box culvert beneath South Palm Canyon Drive just north of the LWC. This includes constructing a hydromodified channel west of the culvert to collect and convey flows from Arenas Canyon to the culvert. The culvert and channel system will convey flows eastward to the Indian Canyons Golf Resort, where the waters will flow into existing ponds and ultimately drain eastward overland into Palm Canyon Wash.

Oswit Land Trust (OLT) acquired the Arenas/Oswit Canyon land in 2020 with the intent of preserving the land as natural habitat for native flora and fauna, including the endangered bighorn sheep. Figure 2 shows the OLT boundary of Arenas/Oswit Canyon they acquired.

While the City has modified the proposed channel from a concrete channel to a rock lined earthen channel, this disturbance will still reduce the amount of habitat available in the canyon. OLT has sought an alternative to the City’s plan to reduce the risk of standing water and sediment at the LWC to the same extent as the City’s plan. This report presents that alternative and the modeling studies analyzing it as compared to the City’s plan.

Item 3A - Page 29
~
7/2/2025

4 Figure 1: Project Vicinity Map, provided by City of Palm Springs 5/21/2025 Item 3A - Page 30

PROJECT
SITE

SAN DIEGO CO

SAN BERNARDINO CO

RIVERSIDE CO

IMPERIAL CO

N CANYON GOLF RESORT
SOUTH C~SE
1'0GERT TRAIL

VICINITY MAP
1'=200'
7/2/2025

5 Figure 2: Oswit Land Trust Boundary of Arenas/Oswit Canyon (from https://oswitlandtrust.org/oswit-canyon/, accessed 6/29/2025 Item 3A - Page 31
Park on South Palm Canyon. Please stay on designated hiking trails. No dogs allowed. No motor vehicles or bikes allowed. No chasing or harrassing of wildlife.

Oswit Canyon
N
LEGEND
Loop Trail
South Lykken Trail
Oswit Canyon boundary
- - • Public parking
• Path Entrance
Elevation Gain: 170 Ft • Distance: 1.2 Mi
7/2/2025

6 2 City’s Alternative
As discussed in Section 1, the City has proposed a 5-barrel box culvert and hydromodified channel to convey flows beneath Palm Canyon Drive. Figure 3 shows a plan view of the system captured from design drawings dated 1/20/2022. As can be seen in the drawings, the proposed channel extends near 400 feet west of South Palm Canyon drive with an inlet width near 117 feet.

The City conducted a hydraulic analysis of the channel and culvert system using a hydrograph published in a Tettemer and Associates Master Plan of Drainage for the Arenas Canyon published in 2001 for South Palm Canyon, LLC. The hydrograph for Arenas Canyon from the 2001 Tettemer report was presented in a Fuller and Associates 2012 Arenas Canyon State 2 Active and Inactive Alluvial Fan assessment prepared for Riverside County. Figure 4 presents the hydrograph. Per the Tettemer report, the hydrograph was to be bulked by 10% to2,955 cubic feet per second (cfs). It appears that this hydrograph was used for the design of the channel and culvert system.

The reason stated by the City for the rock lining of the channel is to prevent erosion of the channel and the inlet area around the culverts when they are conveying the peak flows from the design hydrograph. 3 Oswit Land Trust Alternative
OLT considered a different approach to resolving the LWC issue than attempting to collect flows into a hydromodified channel and conveying them via that channel to a culvert system. From the perspective of resolving the LWC flooding issues while preserving natural habitat, allowing flood waters to rise is a reasonable solution, as they collect and then gradually flow beneath South Palm Spring Blvd. The standing water would not cause damage to the habitat, since this is the natural condition of desert lands during flash flood conditions. Thus, OLT considered the use of a flood wall along South Palm Canyon Drive without constructing a channel to attempt to collect flows. The 5-barrel culvert system proposed by the city is part of the OLT alternative. Erosion control around the inlet of the culvert system and along the road embankment would be part of the alternative. This provides conveyance of flows, protection of infrastructure from erosional damage, and preservation of habitat.

A 3-dimensional rendering was constructed of the floodwall alternative. The top elevation was set at a point where culvert analysis software showed headwater levels at peak flow plus freeboard. The floodwall dimensions were set at Caltrans retaining wall standards. The culvert system was identical to the City’s.

Figure 5 shows an orthographic view of the floodwall system from the west. Figure 6 shows a cross section from the south. Note that ground elevations in these figures are not accurately represented. Street elevations are.

HEC-RAS was used to analyze the floodwall alternative, the City’s alternative, and the current condition. This is described in subsequent sections.

Item 3A - Page 32
~
7/2/2025

7 Figure 3: City Design Plan View of Culvert and Channel System from Drawings dated 1/20/2022 (Sheet 8 of 31) Item 3A - Page 33
~
id Service A 1ert
DIAL:
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TOE OF BERM

TOP OF BER

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1 400 48° 18 '49" 1 79.4 337 . 2
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7/2/2025

8 Figure 4: Hydrograph from Arenas Canyon Channel Attributed to the 2001 Master Plan of Drainage, presented in the 2012 Arenas Canyon Stage 2 Alluvial Fan Assessment
Item 3A - Page 34
~
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1500 bO
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7/2/2025

9 Figure 5: Floodwall Alternative Orthographic View from West Item 3A - Page 35
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10 Figure 6: Floodwall Alternative Orthographic Cross-Section Item 3A - Page 36
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11 4 Modeling Analysis of Alternatives
A hydrologic and hydraulic watershed model was developed to simulate flows from the design rain event and how the alternatives would perform. HEC-RAS was used as the modelling tool. HEC-RAS was developed and is maintained and supported by the U.S. Army Corps of Engineers (USACE). The model has 2-dimensional (2- D) capabilities to simulate flows off terrain during and after rainfall events. It is used for flood risk management throughout the U.S.

4.1 Model Setup
HEC-RAS was implemented in 2-D mode across the Arenas/Oswit canyon watershed as defined by topographic model maintained by the United States Geological Survey (USGS).

The USGS has 1/3 arc-second Digital Elevation Model (DEM) data available for the Arenas/Oswit Canyon area. This is a DEM with approximately 10-meter pixels. This data was used to establish topography and an elevation data set for use in HEC-RAS.

Additionally, the City provided a DEM for the lower portion of the Arenas/Canyon watershed that appears to have been developed from a site-specific topographic survey. This DEM contained pixels of approximately 1 foot size.

These two DEMS were reprojected into EPSG 2230, California State Plan Zone 6 (feet) projection system and blended together to create one DEM for the entire watershed. The blended DEM was clipped by the watershed outline.

Figure 7 shows the watershed boundary with the 1 ft DEM in the lower portion of the watershed. Figure 8 shows the watershed boundary with the blended 10m and 1ft DEMs with 10-ft contours generated from the blended DEM.

Given the density of available elevation data, the domain (Arenas/Oswit Canyon watershed) was gridded with 100 ft x 100 ft grids. Focused areas were gridded with finer grids to capture water levels and flows in those areas where it was necessary to do so. Figure 9 shows the model grid setup for current conditions without any flood risk reduction infrastructure. 10ft x 10 ft grid spacing was set up in the lower portion of the watershed to better reflect the more refined elevation data available in that area and to provide a more refined estimation of water levels during storm events in that area where South Palm Canyon Drive runs and the LWC is.

Similar grid structures were set up for other simulations with flood risk reduction infrastructure with some finer grid sizes around that infrastructure. This grid infrastructure provided model runs ranging from 1 to 4 hours with reasonable convergence and water volume balance with less than a few percent error.

Because the 10m USGS DEM and 1 ft City surveyed DEM did not match elevations at their boundaries, they were smoothed manually to provide consistent drainage across the boundaries. This is illustrated in Figure

10. Item 3A - Page 37
~
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12 Figure 7: Arenas/Oswit Canyon Watershed Boundary with Lower Watershed 1 foot DEM Item 3A - Page 38
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13 Figure 8: Arenas/Oswit Canyon Watershed with Blended DEM and 10-ft contours generated from blended DEM Item 3A - Page 39
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14 Figure 9: Arenas Canyon Watershed Current Conditions Grid Setup 10 ft Contours
100 ft grid
10 ft grid
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15 Figure 10: Lower Arenas Canyon Current Conditions
1 ft DEM
30 ft DEM
Smoothed
Transition
South Berm
Arenas West
Channel
Arenas South
Channel
Low Water
Crossing (LWC)
1 ft Contours
Item 3A - Page 41
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16 4.2 Design Storm Calibration
The first step was to develop a hyetograph (rain over time) of a storm that would generate the Tettemer and Associates 2001 hydrograph (Figure 4) with peak flow bulked 10% to 2,955 cfs. The RCFCD hydrology manual unit hydrograph method was employed to generate a base hyetograph for the 100-year 3-inch storm for the Arenas/Oswit watershed. This resulted in a hyetograph shown in Figure 11.

A model domain was constructed with topography consisting of existing topography with a channel constructed in the same location as the proposed City channel in roughly the same shape that extended through South Palm Canyon Drive into the Indian Canyons Golf Resort and through to a constant slope exit boundary condition. This was done to create no backwater effects to evaluate if the RCFCD 100-year 3-hour hyetograph would produce a hydrograph equivalent to that from the 2001 Tettemer report (Figure 4) with peak flow bulked 10% to 2,955 cfs. Figure 12 illustrates the channel modeled for the purpose of calibrating a storm hyetograph that would replicate the design hydrograph.

The 100 yr 3-hr storm was simulated using the HEC-RAS model set up as described herein (Figure 9 and Figure 12). The 100-year 3-hour hyetograph did not produce the design hydrograph. The peak flow simulated at the channel near South Palm Canyon Drive from this hyetograph was 830 cfs, less than ½ of the design peak flow of 2,955 cfs.

A range of hyetographs were then simulated with varying durations and total rainfall to identify a hyetograph that reflected the design hydrograph more closely. Figure 13 shows the simulation results at max water depth from the 2.25-inch 3-hour storm. Figure 14 shows the hydrographs at the channel crossing from all storm hyetographs simulated. Table 1 shows the peak flows simulated.

To compare alternatives, the 2.25-inch, 3-hour and 3.0-inch 1.5-hour hyetographs were used. The 3.0-inch

1.5 hr simulation came closest to the design hydrograph, while the 2.25-inch, 3-hour simulation reflects the RCFCD hydrology manual unit hydrograph typically used by RCFCD for design of flood risk reduction systems.

Table 1: Peak flows from hyetographs simulated.

Storm Qp (cfs) V (acre-ft)

2.25 in, 3.0 hr* 830 104.6

2.25 in, 2.5 hr 1,165 103.2

2.25 in, 2.0 hr 1,578 104.1

2.25 in, 1.5 hr 1,817 105.2

2.8125 in, 3.0 hr 1,107 131.1

2.8125 in, 2.5 hr 1,660 132.2

2.8125 in, 2.0 hr 2,372 136.3

2.8125 in, 1.5 hr 2,766 139.6

3.0 in, 1.5 hr** 3,051 151.3

3.375 in, 3.0 hr 1,453 158.2

3.375 in, 2.5 hr 2,284 163.2

3.375 in, 2.0 hr 3,164 170.5

3.375 in, 1.5 hr 3,583 174.3
* 100-year 3-hour hyetograph
** hyetograph with peak flow closest to design hydrograph Item 3A - Page 42
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17 Figure 11: Hyetograph for 100-year 3-hour storm per RCFCD Hydrology Manual Unit Hydrograph Item 3A - Page 43
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18 Figure 12: Lower Arenas Canyon Channel Created for Storm Calibration. Channel Graded Evenly to Golf Course Pond Cutting through Road for Storm Calibration. 100 ft grid 10 ft grid
Channel Graded Evenly
to Golf Course Pond
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19 Figure 13: Simulation of Channel Crossing Road; Max Water Depth from 2.25-inch 3.0-hour hyetograph (RCFCD 100-year 3-hour storm hyetograph) Profile line for
Channel Hydrograph
Profile line for Water
Crossing Road
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20 Figure 14: Hydrographs from Different Hyetograph Simulations in Channel with No Tailwater Effects Item 3A - Page 46
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21 4.3 Analysis of Alternatives.

Four alternatives were simulated with two different storms for each alternative, the 2.24-inch 3-hour storm and the 3.0-inch 1.5-hour storm. The alternatives are explained in Table 2.

Table 2: Alternatives Analyzed.

Alternative Title Description
1 Current Condition
No changes to the current topography or
infrastructure are made. Topography is
represented by the DEMs used for setting up the
model.
2 Channel with Culvert
The channel as specified by the City is in the
model as modified terrain. The 5-barrel culvert
system is in the model as a culvert beneath a
weir. The road is raised around the culvert as
provided in City drawings. The raised road
portion represents the weir. The exit of the
culvert is modified to flow openly into the Indian
Canyons golf course pond and to an exit
boundary with a constant slope.
3 Floodwall to South Oswit Property Line
No channel is constructed. A flood wall is put in
the model with a top elevation set at 539.67
feet(‘). The flood wall runs from the Lykken trail
south to the southern Oswit property line. The 5-
barrel culvert system is in the model as a culvert
beneath a weir. The road is raised around the
culvert as provided in City drawings. The
floodwall is the weir. The exit of the culvert is
modified to flow openly into the Indian Canyons
golf course pond and to an exit boundary with a
constant slope.
4 Floodwall to South Matching Grade
No channel is constructed. A flood wall is put in
the model with a top elevation set at 539.67(‘).

The flood wall runs from the Lykken trail south to
the south where the ground elevation rises to
539.6’. The 5-barrel culvert system is in the
model as a culvert beneath a weir. The road is
raised around the culvert as provided in City
drawings. The floodwall is the weir. The exit of
the culvert is modified to flow openly into the
Indian Canyons golf course pond and to an exit
boundary with a constant slope.

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22 4.3.1 Current Conditions.

Figure 15 shows the maximum water depth from the current condition from the 2.25-inch 3.0-hr storm. Figure 16 shows the maximum water depth from the current condition from the 3.0-inch 1.5-hr storm. Figure 17 shows the depths of water at the LWC during both storms. Table 3 presents the maximum LWC water depths and time of maximum depths during the simulations.

Table 3: Max Depth at LWC from Current Condition Simulations Simulation Max LWC Water Depth (ft) Time of Max Depth
Current conditions, 2.25-in, 3-hr 2.424 2 hrs, 51 min
Current conditions, 3.0-in, 1.5-hr 3.385 1 hrs, 18 min

4.3.2 Channel with Culvert
The City proposed channel with culvert system was simulated. The model setup is shown in Figure 18. Figure 19 shows the simulation results for this system from the 2.25-inch, 3.0 hr storm. Figure 20 shows the simulation results for this system from the 3.0-inch, 1.5-hr storm. The LWC still accumulates water in these simulations. It appears to flow from the south into the LWC area where the depths are lower than under the current condition, but the difference does not appear to be significant given the accuracy of the modeling simulations. Table 4 shows the max depth at the LWC from all 4 simulations.

Table 4: Max Depth at LWC from Current Condition and Channel/Culvert Simulations Simulation Max LWC Water Depth (ft) Time of Max Depth
Current conditions, 2.25-in, 3-hr 2.424 2 hrs, 51 min
Current conditions, 3.0-in, 1.5-hr 3.385 1 hrs, 18 min
Channel & Culvert, 2.25-in, 3-hr 2.396 2 hrs, 51 min
Channel & Culvert, 3.0-in, 1.5-hr 3.131 1 hrs, 19 min

4.3.3 Floodwall to Oswit Property Line.

The floodwall extending to the Oswit property line was simulated. The model setup is presented in Figure 21.

This has a 2-foot grid along the flood wall and extending south to where the floodwall elevation matches the road elevation. The floodwall ends at the southern Oswit property line. The same 5-barrel culvert system and raised road over the culvert as in the channel and culvert alternative is included. Figure 22 presents the maximum water depth during the simulation of the 2.25-inch, 3.0-hour storm. Figure 23 presents the maximum water depth during simulation of the 3.0-inch 1.5-hour storm. The floodwall / culvert simulations show lower depths at the LWC than the channel / culvert simulations do. The floodwall does not appear to be overtopped but flows still find their way to the LWC around the floodwall. Table 5 presents max depths.

Table 5: Max Depth at LWC from Current Condition, Channel/Culvert, & Short Floodwall Simulations Simulation Max LWC Water Depth (ft) Time of Max Depth
Current conditions, 2.25-in, 3-hr 2.424 2 hrs, 51 min
Current conditions, 3.0-in, 1.5-hr 3.385 1 hrs, 18 min
Channel & Culvert, 2.25-in, 3-hr 2.396 2 hrs, 51 min
Channel & Culvert, 3.0-in, 1.5-hr 3.131 1 hrs, 19 min
Floodwall, Short, 2.25-in, 3-hr 1.295 2 hrs, 54 min
Floodwall, Short, 3.0-in, 1.5-hr 2.553 1 hrs, 20 min
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23 Figure 15: Simulation Results Current Conditions, 2.25-inch, 3.0-hr storm.

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24 Figure 16: Simulation Results Current Conditions, 3.0-inch, 1.5-hr storm.

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25 Figure 17: Current Conditions Depth at LWC
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26 Figure 18: Channel and Culver System Model Setup
10ft grid
5-barrel box culvert beneath raised
roadway weir per City’s drawings
Channel per City’s drawings
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27 Figure 19: Simulation Results Channel and Culvert System, 2.25-inch, 3.0-hr storm Water routes southward and does
not enter the channel
Some overtopping appears to still
occur. The proposed road grade
may be slightly higher than in the
model
Still significant flows from the
south to the LWC
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28 Figure 20: Simulation Results Channel and Culvert System, 3.0-inch, 1.5-hr storm This simulation shows a little over-
topping of the new culvert system
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29 Figure 21: Model Setup for Floodwall to Oswit Property Line setup South end of floodwall
5-barrel box culvert
system
2-ft grid
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30 Figure 22: Simulation Results, Floodwall to Oswit Southern Property Line, 2.25-in, 3.0-hr storm Water does not appear to
overtop floodwall
Water does flow around floodwall
and drain northward along road to
LWC
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31 Figure 23: Simulation Results, Floodwall to Oswit South Property Line, 3.0-in, 1.5-hr storm No overtopping at the road
Possible overtopping in southern section
from southern flows
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32 4.3.4 Long Floodwall.

This setup is identical to the shorter floodwall model setup with the one change of the floodwall weir extending south to the point where the road elevation matches the floodwall top elevation. Figure 24 presents the model and grid setup. The maximum depth simulation results for the 2.25-inch, 3.0-hour storm are shown in Figure 25. The maximum depth simulation results for the 3.0-inch, 1.5-hour storm are shown in Figure 26.

Based on how the model is simulating water flows and elevations, the longer floodwall does not appear to perform better than the shorter floodwall. This is likely due to the topography toward the south being steeper to the west of South Palm Canyon Drive, resulting in higher velocities and more rapid water elevation rise before the water flows northward toward the culvert system. The max LWC water depth for all alternatives and simulations are shown in Table 6.

Table 6: Maximum LWC Water Depth All Alternatives and Simulations Simulation Max LWC Water Depth (ft) Time of Max Depth
Current conditions, 2.25-in, 3-hr 2.424 2 hrs, 51 min
Current conditions, 3.0-in, 1.5-hr 3.385 1 hrs, 18 min
Channel & Culvert, 2.25-in, 3-hr 2.396 2 hrs, 51 min
Channel & Culvert, 3.0-in, 1.5-hr 3.131 1 hrs, 19 min
Floodwall, Short, 2.25-in, 3-hr 1.295 2 hrs, 54 min
Floodwall, Short, 3.0-in, 1.5-hr 2.553 1 hrs, 20 min
Floodwall, Long, 2.25-in, 3.0-hr storm 1.287 2 hrs, 53 min Floodwall, Long, 3.0-in, 1.5-hr storm 2.564 1 hrs, 20 min

4.4 Velocities and Erosion Control
The final step when evaluating the floodwall alternatives was to assess the velocity profile and erosion potential along the flow paths. Because flows are not being concentrated into an engineered channel, it is possible that velocities that occur and erosion protection needed can be less than a fully lined channel. Per the 2012 Arenas Canyon Stage 2 Alluvial Fan assessment report, large debris flows are not expected to be likely during design storm events. Finer sediments would be expected to be mobilized, which will then deposit when velocities subside, likely in the Indian Canyons Golf Resort ponds or beyond. Because a culvert system is conveying flows at relatively high velocities within the culvert, settling (deposition) is expected to occur on either side of the culvert itself. At the entrance to the culvert, velocities will increase as the water enters the culvert, which can increase erosion potential around the inlet of the culvert and around the outlet of the culvert.

It is typical to install erosion control in the form of hardened energy dissipating structures or objects around inlets to culverts and at culvert exits to reduce erosion and potential destabilization of structural elements at those locations. At other points in the basin, additional erosion control would not be expected to be necessary because overall velocity profiles under a floodwall alternative would be no different than they currently are, and they currently haven’t been reported to be degrading the South Palm Canyon Drive road embankment. Figure 27 shows the simulated maximum velocity map for the current condition. Figure 28 shows a simulated maximum velocity map of the channel and culvert alternative, and Figure 29 shows a simulated velocity map of the short floodwall alternative, both under the 2.25-inch, 3-hour storm.

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33 Figure 24: Long Floodwall Model Setup
Southern extent of floodwall
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34 Figure 25: Simulation Results from Long Floodwall, 2.25-inch, 3.0-hr storm No overtopping along the LWC
area.

Overtopping appears to occur in
the southern area.

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35 Figure 26: Simulation Results, Long Floodwall, 3.0-inch, 1.5-hour storm Overtopping south of the culverts.

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36 Figure 27: Current Condition Velocity Profile, 2.25-inch, 3-hour storm Item 3A - Page 62
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37 Figure 28: Velocity Map, Culvert Channel System, 2.25-inch, 3-hr storm Culvert inlet
velocity profile
Culvert exit
velocity profile
Southern existing channel
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38 Figure 29: Velocity Map of Short Floodwall, 2.25-inch, 3-hour storm Southern existing channel
Culvert inlet
velocity profile
Culvert exit
velocity profile
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39 Note that velocities are concentrated in three primary areas: the existing channel along the southern berm, the culvert inlet, and the culvert exit. The channel along the southern berm is an existing condition. Figure 27 shows the velocity map of the 2.25-inch, 3.0-hour storm under the current condition. Therefore, the primary area to focus on erosion control is around the mouth and exit channel of the culvert.

The velocities along the profile lines called out in Figure 28 and Figure 29 were retrieved and the maximum velocities along those profile lines are shown in Table 7. The floodwall alternative results in higher velocities around the entrance to the culvert. Both alternatives result in similar velocities in the exit channel from the culvert, which are higher than the exit velocities in the simulations.

Table 7: Max Velocities at Culvert Entrance and Exit from 2.25-inch, 3-hr storm Alternative Culvert Entrance Max
Velocity (fps)
Culvert Exit Max
Velocity (fps)
Channel & Culvert 6.7 11.6
Short Floodwall & Culvert 9.2 12.7

To mitigate this erosion, we recommend a rip-rap solution round the entrance to the culvert and a larger diameter rock lined channel exiting the culvert in the Indian Canyons Golf Resort. In our opinion, this would dissipate energy sufficiently to prevent degradation of the embankment around the culvert entrance and would help to prevent erosion of a deeper channel after the exit of the culvert system in the Indian Hills Golf Resort, while still providing connectivity between the soil biota beneath the riprap and the overlying air, which will be beneficial for the micro-flora and fauna within the soil system. 5 Conclusions
Based on this analysis, we have reached the following conclusions:
• Both the City’s design and a floodwall system with culvert eliminate overflow in the vicinity of the proposed RBC culvert/bridge.
• A floodwall system with culvert will perform better than, or at least as well as, the proposed channel and culvert system at reducing water depth at the LWC.
• Peak velocity around the inlet of the culvert system increased by the floodwall system with culvert.

Yet, this velocity profile is over a small area and can be mitigated with erosion control, such as rip- rap, around the culvert inlet and its apron.
• Peak velocities exiting the culvert appear to be larger than entering the culvert and erosion control between the culvert and Indian Hills golf resort pond is recommended. • The current proposed channel and culvert system does not mitigate flows into the LWC in their entirety. In fact, the difference between current conditions and the channel-culvert simulations were within the uncertainty of the model.
6 Uncertainties and Disclaimers
As with all analyses, this has a certain number of uncertainties. This section highlights those for the benefit of the reader.

Item 3A - Page 65
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40 • 10m DEM has relatively low resolution given the steepness of the terrain in much of the watershed. A higher resolution survey would be valuable to provide more accurate routing of flows. • In the regions where it was necessary to blend and match the 10m DEM and the 1 ft surveyed DEM, assumptions were made to create elevations that would move water in the expected direction. A higher resolution survey of these areas would be valuable to improve model accuracy and performance.
• Friction factors were applied in different regions of the model in accordance with standard practice and USACE guidance in modeling documentation. A friction factor of 0.06 was used for open desert terrain. 0.04 and 0.05 were used in semi-developed areas with less around 50% impervious surface,

0.014 was used for roadways, 0.03 was used for the northern developed areas, which had more impervious surface.
• No infiltration was assumed. This can result in higher flows and water levels in the simulations. • The modeled storm is based on an idealized isohyet that RCFCD uses for developing a unit hydrograph for a watershed. This is based on a desert storm analysis the County conducted on an Indio area thunderstorm from March 2-3, 1939. As is typical when developing hydrology manuals, the County engineers at the time of the manual development likely made appropriately conservative assumptions when developing the hyetograph, current rainfall patterns in the Arenas/Oswit canyon can differ. Additionally, the effects of changes in global temperatures and resulting atmospheric moisture content are not incorporated into the RCFCD hydrology manual. • The 3.0-inch, 1.5-hour hyetograph did produce a peak flow near the 2,955 cfs design flow. However, the entire hydrograph was not matched to the 2001 Tettemer hydrograph. More time is needed for more simulations to attempt to match those better. However, the total storm volume is greater than the hydrograph’s water volume. A key issue with that hydrograph is that the entire hydrograph may not flow toward the LWC. The 2001 Tettemer report was not available to review and, therefore, there is uncertainty over what storm to use to provide a basis for design using a rain-on-grid 2D hydrologic model in lieu of applying the Tettemer hydrograph to a single point conveyance system. Resolving this would benefit the overall alternatives analysis and design process greatly.

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Attachment E

Item 3A - Page 67

1450 Frazee Road, Suite 100, San Diego, CA 92108 ● Tele: 858.514.8377 ● Fax: 858.514.8377 ● www.dokkenengineering.com

DOKKEN ENGINEERING
Transportation Solutions from Concept to Construction
July 15, 2025

Joel Montalvo
City Engineer
City of Palm Springs

RE: Review of the Arenas Canyon Flood Reduction Alternative (dated July 2, 2025) prepared by Sustura Dear Mr. Montalvo:

In response to recent public outreach collaboration, the City received an additional hydromodification alternative from Sustura prepared for the Oswit Land Trust. The analysis presented in the Sustura report, dated July 2, 2025, contains several misleading or incomplete statements when comparing the benefits of the Floodwall alternative (Sustura option) to the current City design (Dokken option). The executive summary of the Sustura report claims that the floodwall alternative will prevent overtopping onto the South Palm Canyon Drive Low Water Crossing (LWC) and lower overall velocities to reduce scour during a storm event. o The Sustura report claims that the floodwall option will reduce the max LWC water depth compared to the Dokken design. This would be true if you omitted the roadway improvements shown in the Dokken design from the modeling. Figure 19 of the Sustura report confirms that the modeling does not include the proposed roadway improvements as shown in the Dokken design. The Dokken design raises the existing profiles along Bogert Trail and South Palm Canyon Drive to eliminate the existing LWC and replace it with a new vertical crest. o Figure 20 of the Susana report (which omits the roadway improvements) claims that a little water will overtop at the LWC in the Dokken design. Later in the report on figures 25 and 26 the report admits that the floodwall option will overtop the roadway just south of the culvert.

Overtopping anywhere along the roadway would be problematic. The Dokken design addresses the current LWC issue with the improved roadway geometrics while the Susana option does not. o In Figure 28 and 29 and Table 7 of the report, Sustura admits that their alternative will increase culvert entrance velocities when compared to the Dokken design. Higher velocities will lead to more erosion and a potential pressure drop issue at the culvert that could lead to overtopping.

The Dokken design provides RSP and a weir upstream of the culvert to reduce the velocities. o Dokken’s hydrologic model is based on several widely accepted hydrologic studies that were accepted by Riverside County Flood Control and the Sustura hydrologic method has not been peer reviewed or accepted by the County. During the July 14, 2025 focus meeting, Robert Haimann, PhD of Sustura noted complexities in the model and identified that the proposed roadway profile built into the Sustura model may not have accurately captured the City’s proposed improvements, therefore the model outputs may be inaccurate. o The Sustura model did not include the flows on the east side of South Palm Canyon Drive (Arenas Canyon Creek South Tributary) that converge in the golf course after crossing Bogert Trail. The convergence of these flows will affect the results of the hydraulic analysis results but was not considered in the Sustura report.

Item 3A - Page 68

1450 Frazee Road, Suite 100, San Diego, CA 92108 ● Tele: 858.514.8377 ● Fax: 858.514.8377 ● www.dokkenengineering.com

DOKKEN ENGINEERING
Transportation Solutions from Concept to Construction
o The modeling shown in the Sustura report confirms that water in this existing watershed naturally flows through the channel that is perpetuated and improved with the Dokken design.

The floodwall option alters the existing drainage patterns with increased ponding north and south of the culvert without providing any benefits that would alleviate flooding at the LWC. o The Dokken option formalizes a naturally existing channel by providing slope stabilization using locally sourced rocks, of various sizes, as scour protection measures. The Sustura option seeks to minimize upstream improvements by leaving the existing topography on approach to the box culvert, which could create future scour issues. If the floodwall is implemented, the design could potentially be rendered useless if future scour of the natural channel changes flow patterns.

In addition to the hydrology and modeling discrepancies found in the report there are several access control, right of way, construction, and schedule issues that are not discussed but would be problematic with the Sustura floodwall alternative. Some of these issues include the following:
o The Sustura floodwall option blocks access to the existing maintenance access roads that are utilized within the canyon. The Dokken alternative incorporates and improves the existing maintenance access roads. From a pedestrian standpoint, the floodwall is less than ideal for those that want to enjoy the views of the canyon or hiking trails. o The Sustura floodwall option extends outside of the current drainage easement that has already been negotiated for this project. The new drainage easement could be complicated, costly, and would delay the project without providing any benefits or improvements to the design. The floodwall option would likely also require a drainage easement from a second property owner that currently is not required.
o While estimates were not provided with the Sustura report, construction of the floodwall will be costly and will lead to future maintenance costs. Construction of the floodwall will require new structural plans and calculations, a new geotechnical evaluation for soil bearing capacity and design, additional utility coordination for impacts due to the floodwall foundation, and finally additional construction cost for the new floodwall.
o Based on figure 5 shown in the Sustura report it appears the floodwall option has a similar or slightly larger total footprint to the Dokken design. The proposed floodwall and adjacent drainage swale are approximately 66,000 SQFT (60’ wide by 1,100’ long) or 1.52 acres. The channel improvements from the Dokken design have a footprint of 60,000 SQFT or 1.38 acres. If the shortened floodwall option is ultimately selected, then the Sustura option footprint may end up being slightly smaller than the Dokken option footprint. However, that remains to be seen as there are additional studies and calculations needed to determine the size of the floodwall and berm as noted by Robert Haimann, PhD during the July 14, 2025 focus meeting. o The issue of the Big Horn Sheep habitat has been brought up recently. Both options are covered under the Biological Study Area (BSA) and neither has a large disturbance of natural habitat. The environmental document says that “The species often occurs at higher elevations on steeper terrain than is present in the BSA” which places them away from the existing roadway. As shown in the bullet above, the floodwall alternative has a similar or slightly larger footprint.

Item 3A - Page 69

1450 Frazee Road, Suite 100, San Diego, CA 92108 ● Tele: 858.514.8377 ● Fax: 858.514.8377 ● www.dokkenengineering.com

DOKKEN ENGINEERING
Transportation Solutions from Concept to Construction
In conclusion, Dokken has approached the existing flooding at the LWC through a multi-disciplinary lens to address safety, accessibility, roadway, drainage, utility, structures, and right of way concerns. The Sustura report does not correctly model the roadway improvements from the Dokken alternative, specifically the roadway profile and connective maintenance road berms, that are critical to the design. The Sustura report focuses on the LWC water level benefits with the floodwall option (and are addressed by culvert sizing and roadway improvements in the Dokken design) but downplays the potential issues created by increasing the inlet water velocity with the floodwall option. Overall, the current channel alternative (Dokken design) is the best option from a roadway, drainage, utility, right of way, construction, aesthetics, cost, and schedule standpoint.

Sincerely,
DOKKEN ENGINEERING, INC.

Mi
chael Greer, PE, TE Ashley Orsaba-Finders, PE, QSP/QSD
Senior Engineer, Project Manager Water Resources Group Manager Item 3A - Page 70

Attachment F

Item 3A - Page 71

In Reply Refer to:

FWS/CDFW/RIV-2025-0106353

June 9, 2025
Sent by Email
Scott Stiles
City Manager
City of Palm Springs
3200 E Tahquitz Canyon Way
Palm Springs, California 92262
[email protected]
Subject: Comments on the South Palm Canyon Drive Low Water Crossing Bridge Replacement at Arenas Canyon South, City Project No. 06-18, Federal Aid Project No. BR- NBIL (502)
Dear Scott Stiles:

The U.S. Fish and Wildlife Service (Service) and California Department of Fish and Wildlife (CDFW) (collectively, Wildlife Agencies) reviewed the Palm Springs City Council Staff Reports associated with the South Palm Canyon Drive Low Water Crossing Bridge Replacement Project (Project) within the City of Palm Springs (City). The City proposes the construction of an elevated roadway and new storm drain culvert system on South Palm Canyon Drive, north of Bogert Trail. The proposed Project occurs within the boundary of the Coachella Valley Multiple Species Habitat Conservation Plan (CVMSHCP), within half a mile of the Santa Rosa and San Jacinto Mountains Conservation Area. The City is a Permittee to the CVMSHCP that was approved in 2008.
below.

On September 4, 2020, the 481-acre Oswit Canyon property, directly abutting the proposed Project, was purchased to be perpetually conserved for Peninsular bighorn sheep (Ovis canadensis nelsoni) and other sensitive species while complementing the CVMSHCP. The property was purchased with State funding (Wildlife Conservation Board and Coachella Valley Mountains Conservancy) and Federal funding associated with section 6 of the Endangered Species Act of 1973, as amended. The City Council Staff Report dated April 9, 2025, states that the proposed elevated roadway is intended to accept and convey stormwater runoff from Oswit Canyon to maintain access to South Palm Canyon Drive during flood events. The Wildlife Agencies are concerned that the proposed roadway does not align with the conservation of the Oswit Canyon property Item 3A - Page 72
2 acquisition and respectfully request clarification regarding the intent and necessity of the Project as proposed.

Peninsular bighorn sheep is a Covered Species under the CVMSHCP and is a fully protected species under Fish and Game Code sections 3511 and 4700. Take 1 of individuals of fully protected species is not authorized, and the take authorized for Peninsular bighorn sheep under the State and Federal permits for the CVMSHCP pertains only to loss of their habitat. As a Permittee to the CVMSHCP, the City is required to ensure that for all projects for which they convey Take Authorization, the take of Peninsular bighorn sheep individuals is avoided, and that the measures identified in the CVMCHP are fully implemented. Peninsular bighorn sheep data identifies occurrences within a quarter mile of the proposed Project site, indicating that the proposed Project site and surrounding habitat is regularly occupied by Peninsular bighorn sheep. Additionally, since Oswit Canyon was acquired, Oswit Land Trust (fee title holder) completed restoration work in the area, including removal of social trails and installation of trail signage that promoted the recovery of vegetation in the area. Oswit Land Trust has reported frequent sightings of Peninsular bighorn sheep in the canyon and on the valley floor since completion of the restoration work. Due to the presence of Peninsular bighorn sheep in the vicinity of the Project site, the proposed Project has the potential to impact Peninsular bighorn sheep individuals and habitat. As a Permittee to the CVMSHCP, the City is obligated to ensure implementation of avoidance measures to ensure the Project does not result in unauthorized take of individual Peninsular bighorn sheep.

The Staff Report states that the City Council adopted a Mitigated Negative Declaration (MND) pursuant to the California Environmental Quality Act (CEQA) on January 18, (Dinacoma caseyi) was designated a federally endangered species per the Endangered Species Act on October 24, 2011. The Wildlife Agencies are concerned regarding the timeline of the finalization of the MND and
requ
June beetle.
which requires a habitat assessment and, if warranted, presence/absence protocol surveys suitable
the proposed Project area.

Fish and Game Code section 1602 requires any person, state or local governmental agency, or public utility to notify CDFW prior to beginning any activity that may do one or more of the following: divert or obstruct the natural flow of any river, stream, or lake; change the bed, channel, or bank of any river, stream, or lake; use material from any river, stream, or lake; or deposit or dispose of material into any river, stream, or lake.

1 nition: The term "take" means to harass, harm, pursue, hunt, shoot, wound, kill, trap, capture, or collect, or to attempt to engage in any such conduct. Take is defined in Fish and Game Code

Item 3A - Page 73
3 Note that "any river, stream, or lake" includes those that are episodic (i.e., those that are dry for periods of time) as well as those that are perennial (i.e., those that flow year- round). This includes ephemeral streams, desert washes, and watercourses with a subsurface flow. The construction of a bridge would divert the flow of an ephemeral stream, which triggers the requirement to notify CDFW. CDFW does not have a record of notification of lake or streambed alteration, or a streambed alteration agreement, associated with this Project. CDFW recommends that you submit a notification of streambed alteration. More
Program and the notification process can be found here:
https://wildlife.ca.gov/Conservation/Environmental-Review/LSA.

The Wildlife Agencies respectfully request that before continuing the Project planning process, the additional information discussed above is provided to the Wildlife Agencies, including information on the intent and need of the proposed Project taking into consideration the conservation values of adjacent land, plans to avoid impacts to individual Peninsular bighorn sheep, a habitat assessment (and focused surveys if needed) for and the
status of any notification of streambed alteration that has been submitted to CDFW.

If you have any questions about these comments, please contact Jacob Skaggs, Senior Environmental Scientist Specialist ([email protected]) or Lory Salazar-Velasquez, Fish and Wildlife Biologist ([email protected]).

Sincerely,

Heather Brashear Mary Beth Woulfe
Senior Environmental Scientist Supervisor Acting Supervisor, Colorado Desert Division California Department of Fish and Wildlife U.S. Fish and Wildlife Service

cc.

Palm Springs Planning Services
[email protected]
Mayor Ron deHarte, City of Palm Springs
[email protected]
Naomi Soto, City of Palm Springs
[email protected]
Item 3A - Page 74
4 David H. Ready, City of Palm Springs
[email protected]
Grace Elena Garner, City of Palm Springs
[email protected]
Jeffrey Bernstein, City of Palm Springs
[email protected]
Alyssa Chavez, City of Palm Springs
[email protected]
Nora Ayala, City of Palm Springs
[email protected]
Peter Satin, Coachella Valley Conservation Commission
[email protected]
Kathleen Brundige, Coachella Valley Conservation Commission [email protected]
Jane Garrison, Oswit Land Trust
[email protected]
Jeff Villepique, California Department of Fish and Wildlife [email protected]
Chris Fust, California Department of Fish and Wildlife
[email protected]
Item 3A - Page 75

CITY COUNCIL STAFF REPORT
DATE: JULY 21, 2025 BUSINESS & LEGISLATIVE
SUBJECT: APPROVE AGREMENT WITH GLOBAL SPECTRUM LLC, DBA OVG360

FOR CONVENTION CENTER AND TOURISM MANAGEMENT

SERVICES
FROM: Scott C. Stiles, City Manager
BY: Wayne Olson, Chief Economic Development Officer
SUMMARY:

The existing Agreement for Tourism and Management Services of the Palm Springs Convention Center (PSCC) is between the City and AEG Management Palm Springs, LLC (“AEG”) and expires on September 27, 2025. At the May 28, 2025 City Council meeting, following an extensive request for propo sal process, the Council accepted the selection committee’s recommendation and directed City staff and the City Attorney’s Office to contract negotiations with Global Spectrum LLC dba OVG360 (“Oakview”) for convention center and tourism management services.

This action provides the City Council with the opportunity to approve contract services Agreement No. 25P206 with Oakview for a base amount of $ 1,442,500, plus applicable incentive fees for a total not-to-exceed potential amount of $3,606,250 over the initial five- year term.

During the same period, and throughout the transition period, the City and AEG will meet with the existing subcontractors and enter into Assignment, Assumption, & Consent Agreements as required from AEG to the City, to further ensure a smooth transition.

RECOMMENDATION:
1) Approve Contract Services Agreement No. 25P206 (Attachment A) with Oakview for convention center and tourism management services for a base amount of $1,442,500, plus applicable incentive fees , for a not -to-exceed amount of $3,606,250 for an initial five-year term, commencing on September 28, 2025, and continuing through September 27, 2030, with one five-year extension option at the request of the City and by mutual agreement;
2) Authorize the City Manager or their designee to execute all necessary documents, including any assignment agreements as described herein, subject to conforming and clarifying changes acceptable to the City Manager and the City Attorney.

Item 3B - Page 1
City Council Staff Report
July 21, 2025 -- Page 2
Approve Convention Center and Tourism Management Services Agreement 25P206

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure form ( Attachment B) submitted on April 22, 2025, Global Spectrum LLC dba OVG360 (Oakview) is registered in the state of Maryland.

BACKGROUND:

The City of Palm Springs contracts for management services of the Palm Springs Convention Center (PSCC) and oversight of the Bureau of Tourism , which includes the Palm Springs Visitor Center and the Welwood Murray Memorial Library. The contracted services, as described in the Agreement, provide all management, supervision, labor, and all other services as required by the City, consistent with generally accepted operations of a convention center. Oakview is responsible for the maintenance of the land, building, furniture, fixtures and equipment; marketing of the PSCC; management of various product and service providers; coordination of PSCC utilization and scheduling, and any other responsibilities as may be required and defined in the Agreement. (Attachment A)

The City of Palm Springs operates an independent Bureau of Tourism, “Visit Palm Springs”, as the destination marketing organization to promote the City’s brand to tourists and media. The goals of the Bureau of Tourism are to increase the City’s exposure as a world-class, year-round leisure resort destination, create awareness of the reasons to visit Palm Springs, and educate incoming visitors. The Bureau of Tourism currently operates as a sub-entity within the existing Agreement, and with staff contracted by both the PSCC manager in conjunction with Visit Greater Palm Springs.

The PSCC encompasses approximately 92,500 square feet of exhibit space, a 20,000 square foot ballroom and 15,000 square feet of meeting space. These spaces along with others total approximately 212,000sf of available convention space. Attached to the PSCC but under private management is the adjacent 410-room Renaissance Hotel, which includes a 12,600 square foot ballroom and 13,400 square feet of meeting and boardroom space controlled by the Renaissance Hotel in cooperation with the PSCC operator. The Renaissance hotel is owned by Ashford Group and managed by Remington Hospitality that works in close conjunction with PSCC management.

A portion of the PSCC parking is governed by a license of real property , the property (APNs 508-055-009, -008, and -007) referred to as the “Prairie Schooner Lot” , provides approximately 400 spots, and owned by a private party. Oakview is to comply and abide with the terms proscribed by that party in management, oversight and maintenance of that parking lot. The balance of the PSCC parking, approximately 800 stalls, is located on the east lot (APN 508-055-038) and will be under the management of Oakview.

Except for the “Prairie Schooner Lot,” all other improvements are on land governed by PSL-315, a long-term ground lease between the City and allottees of the Agua Caliente Band of Cahuilla Indians. The current ground lease terms are through 2086. The cost of Item 3B - Page 2
City Council Staff Report
July 21, 2025 -- Page 3
Approve Convention Center and Tourism Management Services Agreement 25P206

the lease in 2024 was approximately $1,700,000 , which includes the East Lot, the land under the PSCC as well as the land under the Renaissance Hotel. A sub -lease between the operators of the Renaissance Hotel and the City generates approximately $1,300,000 annually. Therefore, the net cost of the land is approximately $400,000.

Request for Proposals (RFP) Process:

On October 10, 2024, City Council authorized staff to issue a Request for Proposals (RFP) for operation and management services for the Palm Springs Convention Center and related tourism facilities. Following this approval, staff enlisted the support of the City Attorney’s office (Best, Best & Krieger, LLP or “BBK ”) and a consultant qualified in convention center arrangement, Conventional Wisdom, to assist in the development of the scope of work and Contract Services Agreement template to be included in the RFP.

The City’s Procurement and Contracting Department issued R FP 24-24 on March 17, 2025, for the Convention Center and Tourism Management Services for the Economic Development Department. The following firms submitted proposals for consideration by the April 23, 2025, deadline:

• ASM Global Convention Center Management LLC
• Global Spectrum LLC d/b/a OVG360 (Oakview)

An evaluation committee consisting of City staff from the Economic Development, Finance, and City Manager Departments, as well as external committee members representing PS Resorts and the Agua Caliente Band of Cahuilla Indians, reviewed and scored the proposals received against the criteria published in the RFP. Criteria included the firm’s experience, references, staff experience, understanding of the scope of work and cost proposal.

Based on the review of the proposals, interview and scoring, the evaluation committee recommended that the City enter into contract negotiations with the highest scoring firm, Oakview, for convention center and tourism management services, which was presented to Council at the City Council meeting on May 28, 2025.

Agreement for Tourism and Management Services of the PSCC

On May 28, 2025, upon review of committee’s recommendation, the City Council authorized staff to enter into contract negotiations with Oakview. City staff, Conventional Wisdom, and BBK commenced negotiations and finalized the proposed Agreement for your review in Attachment A . Staff ha s negotiated Agreement No. 25P206 for Convention Center and Tourism Management Services with Oakview to commence upon execution of the Agreement with transition services beginning immediately until Oakview takes over the operation and management of the PSCC on September 28, 2025 (the prior agreement ends September 27, 2025).

Item 3B - Page 3
City Council Staff Report
July 21, 2025 -- Page 4
Approve Convention Center and Tourism Management Services Agreement 25P206

During the transition time period, the City and AEG will confer on transitioning vendor agreements and meet with the existing subcontractor s to enter into assignment agreements to transfer subcontracted services (i.e. catering, audio visual, etc.) from AEG to the City, to further ensure a smooth transition . The agreements that will require re - assignment are listed below.

STAFF ANALYSIS:

If the Council approves this staff recommendation, staff will process the attached final draft contract for execution . The form of contract presented is virtually unchanged from the contract in the RFP, with the exception of the investment, incentives and performance measures, which are spelled out in Exhibit E of the Agreement and highlighted below.

Scope of Work
Management Services of the PSCC , which includes the operation and maintenance of the building and related exterior grounds , which include Jackie Lee Houston Plaza, the “East Lot” parking lot, and the “Prairie Schooner Lot” (as per terms of the license agreement with the landowne r) as well as management and oversight of Visit Palm Springs, (sometimes, “BoT”) and its associated buildings, the Welwood Murray Memorial Library (sometimes, “WMML”) and the Visitor Center (2901 Palm Canyon Drive) on behalf of the City. See Exhibit A of Attachment A for detailed Scope.

Term
The agreement commences on execution and is effective for five years starting on the Effective Date of September 28, 2025, and provides for one 5-year extension by mutual agreement between the parties. Transition Services will commence on the execution of the Agreement.

Base Compensation
The Base Fee proposed for Operation and Management of the facility and grounds is $250,000. This is not the operating budget of the convention center, but rather the fee paid to the O akview for their services. Staff and all other costs are the responsibility of the City, except as outlined herein.

Incentives
Exhibit E of the Agreement ( Attachment A ) details Incentive Fee Benchmarks and Calculations. As explained in Exhibit E, Oakview has the opportunity to earn up to 150% of their base fee (i.e., $375,000) in 2025 in the following way:

Table 1.1 Overall Incentive Breakdown
Incentive Type Percentage
1 Quantitative 60% (or up to $225,000)
2 Qualitative 40% (or up to $150,000)

Quantitative implies measurable goals in both revenues and occupancies. Qualitative Item 3B - Page 4
City Council Staff Report
July 21, 2025 -- Page 5
Approve Convention Center and Tourism Management Services Agreement 25P206

implies measurable goals but based on some metric other than revenues and occupancies. And, s ince quantitative scoring has a higher possible value, these are logically of greater value to the City. The gross incentives are further broken down into subcategories, each with percentages indicating the relative importance to performance of each score, which you will find in Table 1.2 below.

The Quantitative and Qualitative measures are broken into several categories each with their own metric, in the following way:

Table 1.2 Detail of Incentive Breakdown
Incentive Metric Percent of Total
1 Quantitative (60%)
1a. Gross Revenue Performance Revenue Categories 35% (or up to $150,000) 1b. Event Bookings Occupancy 25% (or up to $75,000)
Subtotal $225,000

2. Qualitative (40%)
2a. Client Survey Respondents’ scores 15% (or up to $56,250) 2b. Annual Asset Inspection Quality of care 10% (or up to $37,500) 2c. Coordination with
Designers/Contractors
Review by City Public
Works and Engineering 5% (or up to $18,750)
2d. Annual Business Plan Review by City Economic
Development 10% (or up to $37,750)
Subtotal $150,000
TOTAL Potential Incentive Above Base Fee $375,000

Therefore, it is possible that in addition to the base fee of $250,000, Oakview could earn up to an additional $ 375,000 in incentives for a total all -in fee of $ 625,000 annually. In future years the base fee will inflate by $19,250, a fixed amount along with the related potential incentives will change accordingly. A table is provided for clarification:

Yr Base Increase From
Prior Yr
Potential
Incentive
Potential Total
1 $250,000 - $375,000 $625,000
2 $269,250 $19,250 $432,750 $673,125
3 $288,500 $19,250 $461,625 $721,250
4 $307,750 $19,250 $490,500 $769,375
5 $327,500 $19,250 $519,375 $817,500
Total Possible Earnings $3,606,250

The annual base fee will be paid monthly from the General Fund, and incentive fees will be calculated annually and paid annually at the end of the agreed upon performance year.

There are stipulations in the contract that detail what would occur in the even t Oakview and the City disagree on incentive performance.

Please refer to Exhibit E of the Agreement (Attachment A), for specific performance metrics that inform the award of potential incentive payments.

Item 3B - Page 5
City Council Staff Report
July 21, 2025 -- Page 6
Approve Convention Center and Tourism Management Services Agreement 25P206

Capital Contributions
Over the five -year term, Oakview has agreed to contribute $1,800,000 toward capital improvements at the Convention Center, with up to $300,000 of those dollars dedicated to transition services . The $1, 800,000 (and any possible remaining funds from the $300,000) can be used at the Cit y’s sole discretion but with “close consultation” with Oakview. Some o ptions for the use of the $1, 800,000 could include using the funds immediately to buy down the costs of the larger renovation project, inject the dollars into a future phases renovation project, or hold the funds in a capital reserve for any ongoing maintenance that may arise before or after construction, but during the term of the Agreement. The amount will be paid in the following way:

• Up to $300,000 of transition services; and
• $1,200,000 within 15 days of the Effective Date; and then, • $300,000 on or before the first anniversary of the Effective Date

Use of Facilities by City
Oakview agrees to provide the facilities to City rent-free and at actual costs and expenses only. Use of the Convention Center by the City will solely constitute the following:

• Palm Springs International Film Festival,
• City of Palms Springs Shredding and E-Waste Events, and • the Well in the Desert (each a “City Sponsored Event”) • FIND Food Distributions
• City governmental purposes (such as meetings of the City Council or Planning Commission or personnel testing, town hall meeting or other governmental purpose).

Use of the Facilities by Local Non-Profits
Local and community non-profits use will be based on a policy developed in cooperation with Oakview during the transition but based on the principles outlined in Exhibit G of the Agreement (Attachment A).

Bureau of Tourism (Visit Palm Springs)
The City provides the full operating budget for the City’s Bureau of Tourism (“BoT”).

Oakview has proposed a budget for the Palm Springs Bureau of Tourism, Visit Palm Springs of $2,650,000. These funds will be distributed in the following way:

• $2,100,000 for marketing
• $550,000 for facilities and operations

These dollars are contributed by the City to Oakview who then administers the funds to the staff of the BoT. Currently, two of the employees of the BoT are employed by the management company, and the Director of Tourism is paid through an agreement with Item 3B - Page 6
City Council Staff Report
July 21, 2025 -- Page 7
Approve Convention Center and Tourism Management Services Agreement 25P206

Visit Greater Palm Springs, which bills the management company for the BoT Director.

As of the writing of this report, t he Director position remains vacant in light of recent contract activity. Staff recommend the current structure for one year while transition of the facility occurs and will revisit the budget annually following.

Welwood Murray Memorial Library and Visitor Center
Operation and management of the Palm Springs Visitor Center and the Welwood Murray Memorial Library (WMML) are the responsibility of Oakview except for staffing of the library, which is conducted by the City’s Library Department. Programming of the facility is a cooperative effort with the Library Department (WMML) and other users of the Visitor Center. Currently the Visitor Center includes merchandise for purchase. Tickets to the tram are not available at the Visitor Center. Other materials such as maps, guides and information are provided as well at both facilities.

Termination
Termination can occur in the event of cancellation of PSL -315, and terminate s upon expiration of the term of the Agreement (September 27, 2030). Other default provisions can trigger termination based on failure to perform duties by either party as detailed in the terms of the Agreement.

Workforce and Labor
During the transition, Oakview will interview and hire two positions, the General Manager and the Director of Finance, both of which have City review and veto provisions. During the transition period , other staff will be in consultation with O akview team. The City Manager will update the Council accordingly as those changes are made.

The O akview transition team conducted an introductory call with members of the International Association of Theater and Stage Employees labor organization (122) and Inland Empire to attain an understanding of what services they provide in the community and at the PSCC . O akview will eventually be meeting with all other current services providers within the Convention Center to understand their contractual obligations and roles within the facility.

Vendors
All vendor contracts between the current management company and the vendor will be reviewed and assigned to the City during the transition as needed. Contracts that require renegotiation will be done so with the cooperation of Oakview.

According to ASM Global, vendor contracts in place include:

Savoury’s Catering; expires 9/27/2025
Encore AV and Internet; expires 9/30/25
Allied Event Security; expires 9/30/25
Allied Building Security; expires 4/30/28 (30 day out clause) LAZ Parking; expires 6/30/27 (30 day out clause)
Item 3B - Page 7
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July 21, 2025 -- Page 8
Approve Convention Center and Tourism Management Services Agreement 25P206

Johnson Controls Chillers; expires 10/31/25 (90 day out clause) Padilla Landscape Landscaping; expires 5/30/26 (60 days) TPX Phones; expires 4/26/27 (no termination clause in contract)

Records, Audits and Reports
Oakview will provide monthly, annual and other check-ins per terms of the agreement.

Construction
Oakview is entering into the Agreement with full understanding that the Convention Center and surrounding grounds will likely be under construction during the early years of the Agreement. Incentives have been structured with that in mind. As the Convention Center renovation project progresses, City staff, their contractors, and Oakview will work closely to honor obligations to City Use, as well as maximize use during construction. It should be noted that the Convention Center may not close in entirety duri ng the construction due to the tax -exempt status of the current debt. Therefore, portions of the building will remain open and leasable throughout the construction timeframe.

ENVIRONMENTAL ASSESSMENT:

The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). The requested action is to approve an agreement for the operation of the City’s convention center and is exempt from CEQA pursuant to Section 15301 (Class 1), involving of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use.

ALIGNMENT WITH STRATEGIC PLANNING:

Approval of this action supports City Council priority for Economic Development to support a vibrant economy, including tourism.

FISCAL IMPACT:

Contract Fee
The total potential cost of the Agreement with Oakview totals $3,606,250 over the course of 5 years. The annual base fee paid monthly is $250,000, which will be increased by $19,250 each subsequent year of the contract, which over the course of five years totals $1,442,500 of the $3.606M. Oakview also has the possibility of earning 150% of the base fee in any given year with sum total of incentives potential totaling $2,163,750.

Oakview is supplying $ 1,800,000 with $1, 500,000 toward the Convention Center and $300,000 toward transition services. Any remaining funds from the transition services will be contributed back to capital funds . Payment will occur in two parts, with $1.2M paid Item 3B - Page 8
City Council Staff Report
July 21, 2025 -- Page 9
Approve Convention Center and Tourism Management Services Agreement 25P206

within 15 days of the contract execution, and the remaining $300,000 due not later than the one-year anniversary of the execution date.

Operating Budget
The City pays for the operations of the PSCC. The management fee is a line item in that budget. The budget is established by a cooperative effort between PSCC management and City finance staff. The FY26 Operating Budget of the PSCC, Bureau of Tourism and related facilities are included.

For summarization purposes the approved FY26 budget is as follows:

Operation Expenses Net (Deficit)
PSCC (Includes
Management Fee)
$5.00M ($1.00M)
BoT $1.99M ($1.99M)
Visitor Center $ .56M ($.30M)
WMML* $ .13M ($.13M)
Totals $7.68M ($3.42M)
*WMML staffing is a function of the overall visitor center expenses. The subsidy of $.13M is a contribution from library budget.

The table illustrates that the combined costs of operation of the Convention Center, BoT and ancillary facilities totals $7.68M. The City ’s budget reflects subsidization of the operations up to $3.42M . Subsidies are required because the facilities do not generate enough revenues to pay for all expenses. $2.0M of the subsidy supports Bureau of Tourism, and $1M supports the difference between PSCC revenues and operation expenses. Examples of revenue include PSCC rental and associated income, and gift shop sales at the Visitor Center.

Oakview will work within the parameters of the FY26 budget until such time as they have completed transition activities. Future adjustments to operation budgets will be b rought back to Council review and approval.

Construction Costs
Capital Expenditures, including future renovation projects, are the sole responsibility of the City as owner of the building, except for the $1.5M of capital contributions within the first year of the Agreement.

The Convention Center construction costs have an order of magnitude estimate of $125M, which includes the Convention Center facility along with the development and construction of connectors. O akview is proposing $1.8M towards capi tal improvements, however it is in the City’s sole discreti on how and when to apply those funds once received. Financing for the full $125M is under development, however, O akview staff Item 3B - Page 9
City Council Staff Report
July 21, 2025 -- Page 10
Approve Convention Center and Tourism Management Services Agreement 25P206 have toured the building with the current operator and generally endorsed the budget, pending deeper investigation during transition of management.

Economic Impact
From a study conducted by Convention Sports and Leisure presented to the City in early 2024, the overall impact of the Convention Center and facilities is of great economic development value. The current annual direct spend of attendees of the PSCC is $44M annually. That number is projected to increase to $66.6M if the entire master plan for the PSCC is implemented. Annual wages jump from a current $31.1M to projected $46.5M.

Jobs grow from 892 to a project 1,302. And tax revenues would increase from $5.1M to $7.6M once the construction is complete. Overall impact over 10 years is currently estimated at $442M and after completion, estimated to be $614M.

REVIEWED BY:

Procurement and Contracting Manager: Tabitha Richards
Finance Director: Kristopher Mooney
City Attorney: Jeff Ballinger
Chief Economic Development Officer: Wayne Olson
City Manager: Scott Stiles
ATTACHMENTS:

A. Contract Services Agreement 25P206
B. Public Integrity Disclosure
C. Summary Draft Budget
Item 3B - Page 10

ATTACHMENT A

Item 3B - Page 11
55575.38285\43974907.1 1
CONTRACT SERVICES AGREEMENT ____

CONVENTION CENTER AND TOURISM MANAGEMENT SERVICES

THIS AGREEMENT FOR CONVENTION CENTER AND TOURISM MANAGEMENT SERVICES, (the “Agreement”), dated July _____, 2025 (the “Execution Date”), by and between Global Spectrum L.P., a Delaware limited partnership d/b/a OVG360, (“Contractor”), and the City of Palm Springs, a municipal corporation and Charter City of the state of California (“City”).

RECITALS

1. The City is the owner of the Palm Springs Convention Center located at 277 N. Avenida Caballeros, the Jackie Lee Houston Plaza located at the southwest comer of Amado Road and Calle Alvarado, and the East Lot (also known as the 10 acre parcel located at the southeast corner of Avenida Caballeros and Amado Road) (collectively, the “Convention Center” or “PSCC”, as more fully defined below), and Contractor is an organization with substantial experience and expertise in the management, operation, and marketing of public assembly facilities such as the Convention Center.

2. The Palm Springs Bureau of Tourism (“BoT”) and the Palm Springs Visitors Center (“Visitors Center”), as each is defined below, currently located at 2901 N. Palm Canyon Dr, Palm Springs, CA 92262 is a City entity to be managed on behalf of the City by Contractor.

3. The City is the owner of the Welwood Murray Memorial Library, located at 100 S. Palm Canyon Dr., Palm Springs, CA 92262 ("WMML" and, together with the Convention Center, Visitors Center, and BoT, the “Facilities”), and operates as a digital library and as an extension of the Palm Springs Visitors Center and is to be managed on behalf of the City by Contractor.

4. The City evaluated all of the proposals submitted in response to the REQUEST FOR PROPOSALS (RFP 24 -24) FOR CONVENTION CENTER AND TOURISM MANAGEMENT SERVICES and determined Contractor as the most qualified firm to provide the Management Services (as defined below) to the City.

5. City and Contractor now desire to enter into a Management Agreement, whereby the City will engage Contractor, and Contractor accepts such engagement, to provide Management Services for the Facilities on such terms and conditions as set forth in this Agreement.

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

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2 AGREEMENT

1. Definitions. In addition to the terms which are defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section:
“Agreement” shall have the meaning set forth in the opening paragraph of this document.
“Approval of the City” means the approval by the City Manager of the City or the City Manager’s designee or designees.
“Bureau of Tourism” (or “BoT”) shall have the meaning given to such term in the Recitals above, and shall further be defined as the official tourism authority for the City of Palm Springs dedicated to promoting City as a world-renowned destination and includes the operation and oversight of the Visitor’s Center and WMML . “Business Day” shall mean a day in the week in which the City’s City Hall is open to the public for governmental purposes.
“Capital Expenditures” shall mean all expenditures for building additions, alterations or improvements, and for purchases of additional or replacement furniture, machinery or equipment, the depreciable life of which, according to accepted accounting principles, is in excess of one year and expenditures for repairs (normal wear and tear excepted) or replacements which extend the useful life of the assets being repaired or replaced for a period in excess of one year with a minimum purchase price of $5,000.00 per item.
“Capital Improvements” shall mean all improvements paid for by Capital Expenditures.
“City” shall mean the City of Palm Springs, or successor. “City Council” means the City Council of the City.
“City Manager” means the City Manager of the City or the City Manager’s designee or designees.
“Convention Center” or “PSCC” shall mean the Palm Springs Convention Center located at 277 North Avenida Caballeros, Palm Springs, CA 92262. “Customer Satisfaction Benchmark” means, with respect to a Fiscal Year, the benchmark score for the Customer Satisfaction Surveys established by City and Contractor for the Facility in such Fiscal Year and set forth in the Annual Plan for that Fiscal Year.
“Customer Satisfaction Survey” means the customer satisfaction surveys to be agreed to by City and Contractor for each Fiscal Year and set forth in the Annual Plan for that Fiscal Year.
“Effective Date” means September 29, 2025, the date on which Contractor shall officially assume responsibility for all Management Services of the Facilities.

Notwithstanding the Effective Date, this Agreement shall be binding on the parties upon the Execution Date.

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3 “Expenses” or “Operating Expenses” shall mean and include all expenditures or obligations of whatever kind or nature incurred (directly or indirectly) or accrued by Contractor in any specified period during the Term of this Agreement, within (or reasonably believed by Contractor to be within) the scope of Contractor’s authority or responsibility under this Agreement and the Budget as approved and reviewed by the City under Section 26 of this Agreement, including salaries, wages, applicable taxes, benefits, costs and expenses of personnel working at the Facilities or otherwise related to the Facilities . A non-exhaustive list of Operating Expenses is set forth in Section 26(a)(3).
“Facilities” shall have the meaning given to such term in the Recitals above, and shall include any and all portions or parts of the Palm Springs Convention Center located at 277 N. Avenida Caballeros, the Jackie Lee Houston Plaza located at the northwest corner of Amado Road and Calle Alvarado, and the East Lot (also known as the 8.86 acre parcel located at the northwest corner of Avenida Caballeros and Amado Road), BoT (including the Visitors Center), WMML, all furniture, fixtures and equipment, all appurtenances and all parking ancillary to and in connection therewith. The Facilities shall be operated as a public facility.
“Facility Consultant” means an independent qualified consultant experienced in convention center operations.
“Fiscal Year” shall mean the year beginning July 1 and ending June 30. “General Manager” shall be the Contractor employee responsible for Management Services as defined herein.
“Incentive Fee” shall mean and include the Incentive Fee as described on Exhibit E hereto.
“Net Operating Deficit” is the amount, if any, by which Operating Expenses exceed Operating Revenues
“Net Operating Surplus” is the amount, if any, by which Operating Revenues exceed Operating Expenses
“Prior Operator” shall mean the manager of the PSCC under the immediate past contract.
“Revenues” or “Operating Revenues” means any and all revenues of every kind or nature derived, directly or indirectly, from owning, operating, managing, or promoting the Facilities, all as determined in accordance with generally accepted accounting principles (GAAP), consistently applied, including but not limited to all revenue from rentals, services provided, ancillary income from all concessions and catering, subcontractors and third-party vendors, and other operating income “Transition Period” the period beginning on the Execution Date and ending on the Effective Date.
“Visitor Center'' shall have the meaning given to such term in the Recitals above, and shall include any and all portions or parts of the Palm Springs Visitor Center, and all Item 3B - Page 14
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4 furniture, fixtures and equipment contained therein. At the time of execution of this Agreement, the Visitor Center is located at: 2901 N. Palm Canyon Drive. The Visitor Center is owned by the City and operated by Contractor on behalf of the City. The Visitor Center shall be operated as a public facility. The net cost to operate the Visitor Center is paid from the BoT Budget as herein defined.
"Welwood Murray Memorial Library" or "WMML" shall have the meaning given to such term in the Recitals above, and include any and all portions or parts of the WMML, and all furniture, fixtures and equipment contained therein. At the time of execution of thi s Agreement, the WMML is located at: 100 S. Palm Canyon Drive.

The WMML shall be operated as a public facility. The net cost to operate the WMML is paid from the BoT Budget as herein defined.

2. Scope of Work.

2.1 Management Services. Subject to the terms and conditions set forth in this Agreement, City hereby engages Contractor on an exclusive basis to manage, operate, use, possess, occupy, and promote the Facilities, during the Term of this Agreement (“Management Services”, which shall include the BoT Services, Visitor’s Center Services and the WMML Services, as defined below) . Contractor hereby accepts such engagement. Except as otherwise provided herein, the operation of the Facilities shall be under the excl usive supervision and control of Contractor, which, except as otherwise specifically provided herein, shall be responsible for the proper and efficient operation of the Facilities. In fulfilling its obligations under this Agreement, Contractor shall act as a reasonable and prudent manager consistent with the standard of quality and performance provided in facilities of comparable size, age and use. Contractor hereby accepts such engagement, and shall perform the services described herein, subject to the lim itations expressly set forth in this Agreement. The Management Services to be provided by Contractor shall include those described on Exhibit “A” attached hereto and by reference made a part of this Agreement. Contractor’s obligations under this Agreement are contingent upon and subject to City making available, in a timely fashion, the funds budgeted for and/or reasonably required by Contractor to carry out such obligations during the Term. Contractor shall not be considere d to be in breach or default of this Agreement and shall have no liability to City or any other party, in the event Contractor does not perform any of its obligations hereunder due to failure by City to timely provide such funds.

2.2 Bureau of Tourism Services. Subject to the terms and conditions set forth in this Agreement, City hereby engages Contractor to provide Bureau of Tourism Services ("BoT Services", which are part of the Management Services) during the Term of this Agreement. Contractor hereby accepts such engagement. Without limiting the generality of the foregoing, the BoT Services to be provided by Contractor shall include those described on Exhibit "A" attached hereto and by reference made a part of this Agreement.

2.3 Visitor’s Center . Subject to the terms and conditions set forth in this Agreement, City hereby engages Contractor to provide services with respect to the Visitor’s Center (the "Visitor’s Center Services", which are part of the Management Item 3B - Page 15
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5 Services) during the Term of this Agreement. Contractor hereby accepts such engagement. Without limiting the generality of the foregoing, the Visitor’s Services to be provided by Contractor shall include those described on Exhibit "A" attached hereto and by reference made a part of this Agreement.

2.4 Welwood Murray Memorial Library (WMMU) Services. Subject to the terms and conditions set forth in this Agreement, City hereby engages Contractor to provide services with respect to the Welwood Murray Memorial Library (the "WMML Services", which are part of the Management Services) during the Term of thi s Agreement. Contractor hereby accepts such engagement. Without limiting the generality of the foregoing, the WMML Services to be provided by Contractor shall include those described on Exhibit "A" attached hereto and by reference made a part of this Agreement.

2.5 City’s Approval/City Manager Approval. Contractor shall request written instructions from City with respect to any matter contemplated by this Agreement where the approval of City or City Manager is required, and Contractor shall defer action thereon pending receipt of such written instructions. (a) City shall promptly respond to any such request for written instructions and City Manager shall respond to any such request for written instructions or requested approvals within five business days. (b) Actions taken by Contractor, its officers, employees or representatives in accordance with the written instructions of City or City Manager, or failures to act by such persons pending the receipt of such written instructions, shall be deemed to be proper c onduct in accordance with and within the scope of Contractor’s authority under this Agreement and shall not constitute Contractor’s breach, negligence or willful misconduct.
(c) The General Manager of the PSCC shall accept the
decisions of the City and City Manager as binding in matters of contract interpretation, provided that written appeals may be made in writing to the City within 20 business days of such decision.
(d) Transition Services. During the Transition Period, Contractor shall provide the Transition Services in accordance with Exhibit “A” attached hereto. Contractor shall, subject to the terms and conditions of this Agreement, begin providing Management Services on the Effective Da te.

Compensation shall be consistent with approved Transition budget and actual expenses.

3. Term and Renewal Term.

3.1 This Agreement shall commence upon the Execution Date and shall continue for five contract years from the Effective Date and expire at 5:00 p.m. (PST) on September 30, 2030, unless terminated prior to this date pursuant to the Item 3B - Page 16
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6 provisions of this Agreement, (hereafter the “Term”). The Term of this Agreement may be extended once at the request of the City and by mutual agreement of the parties for an additional five years subject to the same terms and conditions of the original Te rm (except as specifically identified herein this Section) (the “Extended Term”).

3.2 The parties shall meet and confer to reset and establish a new Base Fee and Incentive Fee parameters applicable to Contractor for the Extended Term, as specified in the Compensation Section of this Agreement; all other terms and conditions of this Agreement shall remain unchanged for the Extended Term, unless otherwise agreed to in writing by the parties.

3.3 Any Extended Term shall be approved by the City, amending: (1) the Term for an additional five years, and (2) the amount of the Base Fee and Incentive Fee parameters for the extended term.

4. Investment. Contractor is prepared to make a total capital investment of One Million Eight Hundred Thousand Dollars ($1,800,000.00) (the “Capital Investment”). Capital investment will be paid as follows:

One Million Five Hundred Thousand Dollars ($1,500,000.00) to be paid as follows: (i) $1,200,000 within fifteen (15) days of the Effective Date ; and (ii) $300,000 on or bef ore the first anniversary of the Effective Date . Th ese portions of the Capital Investment will be used for any improvements to the Palm Springs Convention Center within the City’s discretion and timing after close consultation with Contractor; however, City shall utilize these funds in its sole discretion; and
Three Hundred Thousand Dollars ($300,000.00) will be dedicated to the transition cost for management to Contractor. Any amount of this portion of the Capital Investment remaining after paying all of Contractor’s costs to transition management to Contractor shall be used for other impro vements to the Palm Springs Convention Center City within the City’s discretion and timing after close consultation with Contractor to be paid within (30) thirty days of the Effective Date; however, City shall utilize these funds in its sole discretion.

The Capital Investment shall be amortized monthly on a straight -line basis on Contractor’s books over a five (5) -year period (at a rate of 1/60 per month), commencing on the Effective Date. Within 30 days of the expiration or early termination of this Agr eement (for any reason whatsoever, including without limitation, if due to a breach, default, or bankruptcy event by or affecting Contractor, or pursuant to Section 26(e) or 34(a)), the City shall immediately pay to Contractor the unamortized amount of the Investment (the “Buyout Amount”). In the event that City fails to pay Contractor the Buyout Amount when due, the Buyout Amount shall accrue interest at the rate of 1% per month, or the highest rate permitted by law, whichever is less.

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7 5. Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees perform the services required herein, except as otherwise set forth herein. Contractor shall perform all services required herein as an independent Contractor of City and shall remain at all times as to City a wholly independent Contractor with only such obligations as are consistent with that role. Employees or subcontractors are not City employees, and employees of City are not employees or subcontractors of the Contractor. Neither party shall at any time or in any manner represent that it or any of its agents or employees are agents or employees of the other party, except as specifically provided in Sections 8, 27 and 1.31 of Exhibit A, or elsewhere herein. Each party shall be solely responsible for compliance with State and Federal Law with respect to the wages, hours, benefits, and working conditions of its employees, including requirement for payroll deductions for taxes.

6. Operation of Concessions. The Contractor shall operate, procure, accept assignment, or cause to be operated services necessary for the professional and efficient operation of the convention center including:
(a) Catering and concessions for the sale of food and beverages, (b) Souvenirs, novelties, programs, and collateral materials, (c) Mechanical, electrical and plumbing services for trade shows, exhibitors and other users,
(d) Data, telecommunication and internet services,
(e) Audio visual equipment rentals,
(f) Production support and rigging services,
(g) Landscaping and groundings keeping,
(h) Service contracts for the maintenance and upkeep of mechanical systems, conveyance devices, and other physical plant needs, (i) Specialty and convenience services for facility users such as ATM machines and retail kiosks,
(j) Business center, shipping and supplies,
(k) Concierge, Valet, and other services that may become needed.

The Contractor shall solicit local businesses to the extent possible for all concessions and service providers. The City shall have final approval regarding the selection of service providers in accordance with Section 7 below.

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8 7. Letting of Major Contracts.

7.1 Contractor shall abide by the City’s Procurement and Contracting Policy as defined in the Palm Springs Municipal Code Chapter 7, as interpreted through the approved Policies and Procedures for the purchase of goods, supplies, and services.

7.2 Contractor shall notify the City Manager of all contracts in excess of $25,000 and City shall have the authority to reject/veto any contract, in its reasonable discretion, and shall inform Contractor of such disapproval within five business days after Cit y’s receipt of the proposed contract.

7.3 Contractor shall engage vendors based on Contractor’s reasonable judgment of which vendors provide the best combination of cost and quality of goods and services.

7.4 Contractor shall secure contracts for goods and supplies by entering into a Goods Purchase Agreement. In the event the City shall be the contract holder a sample contract is included as Exhibit “C”, in accordance with the approved Policies and Procedures.

7.5 Contractor shall secure contracts for services by entering into a Contract Services Agreement. In the event the City shall be the contract holder a sample contract is included as Exhibit “D”, in accordance with the approved Policies and Procedures.

8. Assignment and Subcontracting Agreements. All third -party agreements shall be entered into on an arms -length basis at commercially reasonable rates and in compliance with Applicable Laws. To the extent that Contractor enters into a third-party agreement as permitted herein, Contractor shall, as ag ent for the City, execute such agreement in the name of the City. Neither Contractor, nor key employees or Affiliates of Contractor, shall offer to any Person, or accept from any Person, any money, fee, commission, credit, gift, gratuity, thing of value, or compensation of any kind that is provided (or offered to be provided), directly or indirectly, to any Person for the purpose of improperly obtaining or rewarding favorable treatment in connection with any contrac t or agreement entered into in connection with the Facility. Any contract entered into between Contractor and an Affiliate relating to the Facility shall be only on terms and for prices customarily charged in the industry for comparable goods and services and shall provide that it may be terminated by written notice from City upon any termination of this Agreement. Upon City’s reasonable request, Contractor shall submit to City reasonable documentation evidencing that any such contract complies with the preceding sentence.
(a) Assignment. Neither party to this Agreement may transfer, assign, convey, hypothecate or encumber this Agreement, or any interest therein , whether voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without prior written approval of the other party to this Agreement, which may be reasonably withheld based on experience, financial status, reference checks and for other grounds in the City’s sole discretion.

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9 (b) Subcontracting. If the Contractor subcontracts any part of this Agreement, the Contractor shall be responsible to City for the acts and omissions of its subcontractor(s). Nothing contained in this Agreement shall create any contractual relationships between any subcontr actor and City. City will deal directly with and will make all payments to Contractor.

9. Existing Agreements.

9.1 Master Lease. Contractor acknowledges that the Convention Center, Jackie Lee Houston Plaza, and East Lot are located on parcels of land which are leased, PSL315, from certain allottees (“Lessors”) who are members of the Agua Caliente Band of Cahuilla Indians, and that t he City is the “Master Lessee” for the land underlying the Convention Center, Jackie Lee Houston Plaza, and East Lot. The “Master Lease” is administered by the Bureau of Indian Affairs (“BIA”). The parties hereto agree to comply with the Master Lease, specifically with regard to inspection of documents and reporting requirements. A copy of the Master Lease is on file in the Office of the City Clerk.

9.2 Amended and Restated Parking Lot License Agreement. Contractor acknowledges that a portion of the Convention Center parking is governed by a lease of real property the property (APNs 508-055-009, -008 and -007) referred to as the “Prairie Schooner Lot” and which is owned by a private party. Contractor agre es to comply and abide with the terms proscribed by that party in management, oversight and maintenance of that parking lot. A copy of the Amended and Restated Parking Lot License Agreement has been provided to Contractor and is on file in the Office of the City Clerk.

10. Ownership of Assets. The ownership of buildings and real estate, technical and office equipment and facilities, furniture, displays, fixtures, vehicles and similar tangible property located at any Facilities shall remain with the City. Ownership of and title to all intellectual property rights of whatsoever value, held in the City’s name shall remain in the name of the City. The ownership of consumable assets (such as office supplies and cleaning materials) purchased with Operating Revenues or City funds shall remain with the City, but such assets may be utilized and consumed by Contractor in the performance of services under this Agreement. The ownership of data processing programs and software owned by the City shall remain with the City, and the ownership of data processing programs and software owned by Contractor shall remain with Contractor. Contractor shall not take or use, for its own purposes, customer or exhibitor lists or similar materials developed by City for the use of the Facilities, unless wr itten consent is granted by City. Ownership of equipment, furnishings, materials, or fixtures not considered to be real property and other personal property purchased by Contractor with City funds for use at and for any Facilities shall vest in the City au tomatically and immediately upon purchase or acquisition. The assets of the City as described herein shall not be pledged, liened, encumbered or otherwise alienated or assigned other than in the ordinary course of business of the Facilities without the prior approval of the City.

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10 11. Naming Rights. The City shall have the right to sell the Naming Rights to the Facilities, or any portion thereof, and shall retain 100% of the revenues generated therefrom. The proceeds of the sale of Naming Rights shall be used by the City in its sole and absolute disc retion. Contractor agrees to use commercially reasonable efforts to assist City and, as applicable, the City in selling the Naming Rights. No signs or advertising identifying the Contractor, or its subcontractors shall be placed on the premises unless first approved, in writing, by the City Manager.

12. Maintenance Obligations.
(a) Contractor shall provide and maintain, to the extent funds are available from City, all labor, supplies, materials, fixtures, furnishings and equipment that are required to (a) take good care of and keep and maintain the Facilities, and all fixtures, furnishings and equipment, systems and parts thereof or therein, and any and all personal property located therein, in good working order and condition, (b) keep the Facilities in a clean, sanitary, safe and orderly condition, free from unlawful obstructions, ( c) perform all preventive or routine maintenance and replacements and all regular and periodic procedures for all facilities, fixtures, furnishings, systems, parts and equipment, (d) perform routine landscaping and grounds keeping, (e) periodically test th e building systems, such as mechanical, security, fire alarm and sound systems, (f) perform ongoing trash and debris removal, and (g) perform any other work of a routine, regular or generally predictable nature that is reasonably necessary in order to keep the Facilities in a first -class, state-of- the-art condition.
(b) Subject to Section 14, the Contractor shall be responsible for all preventative maintenance and maintenance and repair of the PSCC, as outlined in Section 3.1 of Attachment A.
(c) No alterations or additions shall be made to the PSCC, or any part thereof, without first having obtained the written consent of the City Manager or an authorized representative. Authorized alterations or additions shall become the property of the City at the expiration date/or termination of the Agreement.

1. The Contractor shall not remove any FF&E furnished to the PSCC without the express written permission of the City.

2. The Contractor shall replace with available reserves any FF&E provided under the contract that has been destroyed or damaged with like equipment.

13. Repair Obligations . Subject to Section 14, Contractor shall provide and repair, to the extent funds are available from City, any work, including all labor, supplies, materials, fixtures, furnishings and equipment, necessary to repair, restore or replace all or any part of the Facilities (both interior and exterior, structural and nonstructural) to a good working order and a condition consistent with comparable Item 3B - Page 21
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11 convention center facilities and in accordance with the requirements of any insurance carriers issuing insurance with respect to the Facilities.

14. Capital Improvements; Capital Equipment. The obligation to pay for, and authority to perform, direct and supervise Capital Improvements and Capital Equipment purchases shall remain with City and will not be considered Operating Expenses. Contractor shall provide all reasonable means to assist to City in connection with coordinating and scheduling all Capital Improvements and Capital Equipment purchases so as to minimize any interference with events at or business operations within the Facilities. The annua l plan submitted pursuant to Section 19 shall include Contractor’s recommendation for Capital Improvements and Capital Equipment purchases to be accomplished during the year, as well as a five-year plan for Capital Improvements and Capital Equipment purcha ses. Such plan shall be accompanied by an estimate of the cost of all such items and projects and a request that City budget funds therefor. City shall retain the discretion to determine whether and to what level to fund Capital Improvements and Capital Equipment purchases to the Facilities.

15. Access to the Facilities. Representatives of City shall have the right to enter all portions of the Facilities to inspect same, to observe the performance of Contractor of its obligations under this Agreement, to install, remove, adjust, repair, replace or otherwise handle any equi pment, utility lines, or other matters in, on, or about the premises, or to do any act or thing which City may be obligated or have the right to do under this Agreement or otherwise. In connection with the exercise of such rights, City will endeavor to provide (but is not obligated to provide) advance notice to Contractor for security purposes and to minimize any interference with or disruption of Contractor’s work under this Agreement. Nothing contained in this Section is intended or shall be construed to limit any other rights of City under this Agreement, nor impose or be construed to impose upon City any independent obligation to construct or maintain or make repairs, replacements, alterations, additions or improvements or create any independent liability for any failure to do so, nor diminish any of Contractor’s responsibilities or obligations under this Agreement.

16. Security and Emergency Personnel. Contractor shall further provide, as an Operating Expense, reasonable and customary trained security and emergency personnel and properly functioning security equipment as it reasonably believes to be necessary to provide adequate private 24 -hour-per day, year-round security for the Facilities. It is hereby understood and agreed that City and the City shall have no obligation or responsibility to keep the Facilities secure, policed or safe.

17. Meetings. From time to time and at the request of City, upon reasonable advance notice and during regular business hours, Contractor shall meet and discuss with the City, among other topics, the following: Contractor’s selection of the personnel for the Facilities; policies that materially the affect Facilities; special projects recommended by City or Contractor; any reports required by this Agreement Item 3B - Page 22
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12 and the periodic updates thereto prepared by Contractor; and the sales and marketing program for the Facilities.

18. Use of the Facilities By City. The Contractor agrees to provide the facilities to City rent -free and have the rental fees and expenses recorded as a promotional expense as outlined below pursuant to the terms of this Section. Use of the Convention Center by the City shall solely constitute (i) the Palm Springs International Film Festival, City of Palms Springs Shredding and E-Waste Events, and the Well in the Desert (each a “City Sponsored Event”), (ii) FIND Food Distributions, and (iii) City governmental purposes (such as meetings of the City Council or Planning Commission or personnel testing, town hall meeting or other governmental purpose) (collectively (i), (ii), and (iii) defined as “City Use”). (a) All requests by City for City Use shall be subject at all times to availability due to prior confirmed event scheduling for the Facilities, excluding the Palm Springs International Film Festival, FIND Food Distributions, City of Palm Springs Shredding and E-Waste Events, and Well in the Desert, as those dates are reserved annually.
(b) Use by the City for City Use shall be rent -free and City or applicable event sponsor shall reimburse Contractor and all services by Contractor and as identified by Exhibit “A” Scope of Services Section 20 at actual costs and expenses only.
(c) Local and community non -profits events use shall be based on a policy to be developed between Contractor and City during the Transition Period based on the objectives outlined in Exhibit “G”. (d) The terms and conditions related to the payment of any rent, costs or expenses by the City with respect to such City Use shall be mutually agreed upon by the parties by way of operating memoranda, in accordance with Section 37 setting forth the applicable rental terms.

19. Annual Plan. Contractor shall provide to City on or before ninety (90) days prior to the end of each Fiscal Year, an annual management plan, which shall include (a) the annual operating budget described in Section 26 for the next Fiscal Year, (b) a five year operating budget (for planning purposes only), and (c) an annual cash flow budget for the next Fiscal Year, each to meet the scope of services and objectives under this Agreement.
(a) The annual plan shall include information regarding Contractor’s anticipated operations for such Fiscal Year, including planned operating maintenance activities by Contractor, requested Capital Improvements and Capital Equipment purchases and an anticipate d budget therefor, anticipated events at the Facilities, anticipated advertising and promotional activities, and planned equipment and furnishings purchases. The annual plan shall be subject to review, revision and Item 3B - Page 23
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13 approval by City. Following review and revision by City, Contractor shall have thirty (30) days to incorporate City’s revisions into its plan. Upon approval by City, such annual plan shall constitute the operating program for Contractor for the following Fiscal Year.
(b) Marketing and Sales Plan. On or before ninety (90) days prior to the end of each Fiscal Year, Contractor shall prepare and submit to City its sales and marketing plan, which shall contain a description of the Facilities’ target markets, the Facilities’ relative position in those markets, the current and future sales plan for the Facilities, the advertising and public relations plan for the Facilities, and the proposed staffing for the sales and marketing activities of the Facilities. The sales and marketin g plan shall include the planning, publicity, internal communications, organizing and budgeting activities to be undertaken for marketing the Facilities, leasing space and scheduling events, which may include the following:

1. production, distribution and placement of promotional materials relating to the Facility, including materials for the promotion of employee relations; (b) development and implementation of promotional offers or programs that benefit the Facilities and are undertaken by Contractor;

2. attendance of Contractor personnel at conventions,
meetings, seminars, conferences and travel congresses;

3. selection of and guidance to, as required, advertising agency and public relations personnel; and

4. preparation and dissemination of news releases for
national and international trade and consumer publications. (c) Capital Improvements and Capital Equipment Plan. The annual plan for Capital Improvements and Capital Equipment purchases shall include a detailed description as to the necessity of the scheduled Capital Improvements and Capital Equipment purchases, a budget for performing such Capital Improvements and C apital Equipment purchases, and the proposed schedule for the commencement and completion of the Capital Improvements and Capital Equipment purchases. During periods of construction Contractor and City will evaluate the needs in relation to the annual plan for Capital Improvements and Capital Equipment purchases.
(d) Management Plan. On or before ninety (90) days prior to the end of each Fiscal Year, Contractor shall prepare and submit to City an annual management plan, which shall include a staffing plan for the Facilities. (e) Policy Reporting. On or before April 30 of each Fiscal Year, Contractor shall submit to City an annual report evaluating compliance with the City’s current policies, procedures and guidelines in Sections 19 with respect to the facilities and third-party agreements over the previous Fiscal Year.

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14 (f) Annual Financial Statements . On or before September 30 of each Fiscal Year, Contractor shall prepare and submit to City a financial statement prepared by the chief financial officer of Contractor or its managing agent, certified as correct and accurate by Contractor, and identifyin g for the prior Fiscal Year (a) all funds deposited into the accounts established pursuant to Sections 23 since the date of the prior report (or in the case of the first report, since the inception of the Operating Account), (b) all interest and investment earnings on the accounts established pursuant to Sections 23 of this Agreement, (c) all distributions from the accounts established pursuant to Sections 23 of this Agreement to the date of the financial statement, indicating the reason for the distribution, (d) all expenditures made to promote, operate, maintain and repair the Facilities. (g) Benchmark Reporting. Contractor shall (a) prepare and maintain records sufficient to enable City to audit and confirm achievement of the Benchmarks, (b) within sixty (60) days after any date on which achievement of any Benchmark is to be determined, provide City with certifi ed reports regarding the achievement of that Benchmark, (c) every six (6) months, provide City an update of the current status of events booked and how they relate to the 5 -year forecast of the Benchmarks, and (d) annually provide report to City Council during a Council meeting on these Benchmarks.
(h) Lease and Trade Show Summaries . On July 25 and
January 25 of each Fiscal Year during the Management Term, Contractor shall prepare and submit to City a summary description of each lease and convention/trade show for which Contractor has received a binding commitment substantially for each lease for space in, and convention/trade show booked at, the Facilities.

20. Reports and Audits.
(a) Maintenance of Records. The Contractor shall keep
adequate records relating to its operations of the Facilities . The Contractor shall maintain a system of bookkeeping adequate for its operations hereunder and shall submit such system to City no later than 30 calendar days after execution of this Agreement. The systems and procedures used to maintain these records sha ll also include a system of internal controls that is in accordance with sound business procedures. The Contractor shall keep and preserve for at least five years fol lowing each Fiscal Year all records, including all service orders, work orders, sales slips, rental agreements, purchase orders, sales books, cash register tapes, credit card invoices, duplicate deposit tapes and invoices, bank accounts, cash receipts and cash disbursements, bank books, and other evidence of Operating Revenues and Operating Expenses for such period. The Contractor shall cause its vendors, subcontractors and affiliates to keep and maintain all such Records in accordance with the Reports and Audits Section.
(b) Audit. As soon as possible after June 30 and in no event later than September 30 of each Fiscal Year, the Contractor shall deliver to City a Item 3B - Page 25
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15 Balance Sheet, a Statement of Profit or Loss and a Statement of Cash Flows for the Facilities for the preceding Fiscal Year, all prepared in accordance with generally accepted accounting principles, accompanied by an independent auditor’s report prepared b y an independent certified public accountant licensed by the State of California, retained by Contractor and approved by City (the “Annual Audit”). Such Annual Audit shall contain an opinion expressed by the independent auditor of the accuracy of Records k ept by the Contractor and of amounts due to City under this Agreement and shall also provide a certification of Operating Revenues, Operating Expenses and the Net Operating Deficit/Surplus for such Fiscal Year. As part of the Annual Audit, City also shall require of the independent auditor and the Contractor shall deliver to City an Internal Control Memorandum and Management Letter (“Internal Control Memo”) reporting on accounting controls and procedures of the Contractor-related to this Agreement at the end of each Fiscal Year. (c) Facility Inspection Audit. Not later than January 1, 2026 and on each approximate anniversary of such date thereafter, Contractor shall engage (the cost of which shall be an Operating Expense) an independent qualified consultant experienced in convention center operations to inspect the Facilities to determine whether the Facilities are in good condition and working order, in compliance with Applicable Laws, and whether there are any items of deferred maintenance that need to be performed with respect to any part of the Facilities. (d) In connection with the Facility Consultant’s review, the Facility Consultant shall prepare a written report that shall be delivered to the City and Contractor. The report shall summarize the condition of the Facilities, identify any necessary repairs or im provements, identify items of deferred maintenance, identify additional investigations and inspections that may be required, and contain recommendations for the ongoing repair and maintenance of the Facilities.

Contractor shall coordinate and administer a preventative maintenance program that shall, as requested by the City, incorporate the recommendations of the Facility Consultant.
(e) Final Audit. On or before the 120th day following the day on which this Agreement expires or is terminated, Contractor shall cause an audit comparable to that described in the Audit Section covering that portion of the Fiscal Year from July 1 up to and including the date of expiration, cancellation or termination to be prepared and submitted to City (the “Final Audit”). This Final Audit shall be reviewed and accepted by City before any Management Fees, Incentive Fees or expenses shall be remitted to the Con tractor pursuant to the Compensation Section or otherwise. This paragraph shall survive the expiration or sooner termination or cancellation of this Agreement.
(f) Access to Records . The Contractor shall give City and City’s authorized representatives access to review the Contractor’s records pertaining to their management of the Facilities operations, during normal business hours and upon reasonable advance notice, provided such rev iew does not Item 3B - Page 26
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16 unreasonably interfere with Contractor’s day-to-day business and management of the Facilities. Should any of the records be maintained on a computerized system, the Contractor shall provide City with appropriate and necessary access, during normal business hours upon reasonable notice, to such records generated by the computerized system. The Contractor shall maintain their records in the City of Palm Springs. The Contractor agrees to provide any auditors retained to conduct the Audit (including the Final A udit) the reasonable right to review and test any proprietary software and its documentation used by Contractor for bookkeeping and the production of the reports. The Contractor shall fully and timely cooperate with the preparation of any audit required by Lessors.

21. Monthly Reports . By the twenty -fifth day of each month, Contractor shall provide to City a written monthly report in a form approved by City Manager and similar to that used in other Contractor -managed facilities setting out the anticipated activities at the Facilities for the upcoming month and reporting on the prior month’s activities and finances. Contractor shall include in such report a balance sheet, income statement, and other financial reports (such as a departmental expense report and event accoun ting). The monthly reports shall, at a minimum, provide information in the following categories:
(a) Management Services:

1. Financial, including without limitation a rolling forecast of revenue and expenses, an income statement, a balance sheet, and a statement of cash flow;

2. Bookings, including without limitation the number of groups and room nights booked for the Convention Center during the preceding month and a year-to-date comparison with the previous year; and

3. Sales and Marketing Activities, including without limitation sales and marketing efforts during the preceding month. i. Tourism Services:
ii. Financial, including without limitation an income
statement, a balance sheet, and a statement of
cash flow;
iii. Budget, including without limitation a
comparison of actual operating expenses to the
applicable Tourism Budget, and

4. Activities, including without limitation marketing efforts during the preceding month and efforts related to achieving efficiencies with other destination marketing entities that are beneficial to the City.

Item 3B - Page 27
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17 22. Other Reports. The City Manager, in the City Manager’s reasonable discretion, may request that the Contractor prepare any other reports related to the Contractor’s management of the facilities other than those specifically required by this Agreement. The City Manager shall provide the Contractor a reasonable amount of notice and time to prepare any report requested pursuant to this Section.

23. Employees. Contractor shall select, train and employ at the Facilities such number of employees as Contractor deems necessary or appropriate to satisfy its responsibilities hereunder; Contractor shall use its commercially reasonable efforts to recruit employees who will be proficient, productive, and courteous to patrons, and Contractor shall have authority to hire, terminate and discipline any and all personnel working at the Facilities.
(a) Contractor shall assign to the Facilities a competent, full - time general manager and director of finance. From time to time the general manager may provide assistance in connection with the consulting and/or management services provided by Contractor or a ny of its Affiliates at other facilities managed, owned or leased by Contractor or any of its Affiliates, provided that (i) such assistance does not affect in any material respect the responsibilities and duties of the general manager to the Facilities and (ii) the cost of the salary and benefits of the general manager for the time spent in connection with providing such assistance shall be reimbursed by Contractor to the operating account of such other facilities, and shall not be included as an Operating Expense. Prior to Contractor’s appointment of such general manager or director of finance, Contractor shall consult with the City Manager with respect to the qualifications of the general manager or director of marketing (as applicable) proposed by Contractor, and such general manager or director of finance shall be subject to the prior approval of the City.
(b) With respect to the general manager or director of finance, Contractor shall provide relevant information to City regarding each such candidate’s experience and qualifications, including such candidate’s resume and letters of reference, and such other information as City may reasonably request. Contractor may, in its reasonable discretion, provide such information for (a) the one lead candidate that Contractor proposes to appoint to either position, or (b) up to three candidates that Contractor, at any tim e, is considering for either position. City shall have the right to disapprove (not to be unreasonably exercised) each such individual prior to his or her appointment. If City disapproves of such appointment, it shall deliver to Contractor its notice of disapproval within fourteen (14) days after Contractor’s delivery to City of such individual’s professional experience and qualifications as required above. If City fails to deliver such notice of disapproval within said fourteen (14) day period, then Cit y shall be deemed to have waived its right to disapprove such individual. Contractor shall make such candidates available for interview by City. City’s exercise of its rights under this Section shall not, in any way, create any liability or responsibilit y on the part of City in connection with the performance by any person of his or her duties as an employee of Contractor. If there is a vacancy in the general manager’s or director of marketing’s position at the Item 3B - Page 28
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18 Facilities, then Contractor shall make all reasonable efforts to find a temporary or permanent replacement within a reasonable period of time thereafter. (c) Contractor employees at the Facilities shall not for any purpose be considered to be employees of City, and Contractor shall be solely responsible for their supervision and daily direction and control and for setting, and paying as an Operating Expense, th eir compensation (and federal income tax withholding) and any employee benefits, and all costs related to their employment or termination shall be an Operating Expense.
(d) Labor Harmony Agreement
Contractor acknowledges that for the duration of the term of the Agreement, the Facilities are a source of tax and other revenues to the City, and that the City has an interest in ensuring that the operation of the Facilities are not disrupted by labor disputes. As a result, the Contractor agrees to enter into one or more labor harmony agreements, each of which shall be subject to the parties’ mutual agreement, each acting in its sole discretion (each a “Labor Harmony Agreement”) if labor organizations which represent workers in Palm Springs that have indicated or may indicate their intent to organize operation and maintenance workers at the Facilities.

Such labor organizations may include, but not be limited to, the International Alliance of Theatrical Stage Employees Local 122, International Union of Painters and Allied Trades Local 831 District Council No. 36, International Brotherhood of Electrical Workers Local 440, and Teamsters Local 986. Each Labor Harmony Agreement shall contain provisions under which the labor union, for itself and its members, agrees, at a minimum, to limit the right to engage in concerted economic action at the Convention Center aimed at bringing economic pressure to bear against the City and Contractor, including limitations of activities such as striking, picketing, lock outs, boycotting or any other disruptive labor action.

Contractor shall maintain any Labor Harmony Agreements for the duration of the term of the Agreement to ensure the City’s uninterrupted revenues, whether arising directly or indirectly, from the operation of the Facilities. Contractor shall provide a copy of each executed Labor Harmony Agreement to the City promptly following its execution. Contractor shall use commercially reasonable efforts to ensure that the obligation to enter Labor Harmony Agreements is included in all agreements with concessionaires, contractors, and sub-contractors at or within the Facilities.

24. Employee Transition. Contractor agrees to assume all responsibility for those employees of Prior Operator working at the Facilities on, and no later than, the Effective Date. During the period of employee transition, Contractor shall implement a transition program to assist i n the conversion of such employees to Contractor’s Item 3B - Page 29
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19 employees. This program shall include all of the elements related to such employees in the transition plan approved by the City to the extent elements in this plan are consistent with the provisions of this Agreement.
(a) During the Transition Period: (i ) Such employees shall be supervised by Prior Operator and shall retain their status and benefits as employees unless terminated by Prior Operator; and (ii) by the end of the Transition Period, Contractor shall provide the City with a list of those employe es working at the Facilities hired by Contractor (the “Transitioned Employees”). The employee transition period shall conclude on the end of the Transition Period. (b) Should Contractor choose to offer an employee a position during the Transition Period of this Agreement and the employee accepts the position, then the employee will become an employee of Contractor on the Effective Date. Any such employee who is not offered a position with Contractor by the end of the Transition Period or who rejects Contractor’s offer of employment shall cease working at the Facilities on the Effective Date, and Prior Operator shall be responsible for any accrued compensation and benefit s, severance and other benefits due to such employees.
(c) No Solicitation or Employment by City. During the period commencing on the date hereof and ending one (1) year after the termination of this Agreement, except with Contractor’s prior written consent, City will not, for any reason, solicit for employment, or hire, any of the senior management personnel employed by Contractor at the Facilities, including, without limitation, the general manager, director-level employees and department heads. In addition to any other remedies which Contractor may have, specif ic performance in the form of injunctive relief shall be available for the enforcement of this Section 24.

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

26. Budget.
(a) Management Services. Each Fiscal Year, the Contractor shall make a presentation to the City Council regarding the proposed Management Services Budget (“Management Services Budget”) for the Convention Center for the upcoming Fiscal Year, and the total Management Services Budge t will be incorporated into and adopted by the City Council as part of its Fiscal Year Operating Budget. Each new annual Management Services Budget is subject to and contingent upon funds being appropriated therefore by the City Cou ncil for each Fiscal Year covered by the Agreement and shall be in the amount appropriated by the City Council for any such Fiscal Year. City shall pay the Management Services Budget Item 3B - Page 30
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20 funds in monthly installments except as otherwise expressly provided in this Agreement. Under no circumstances shall the Contractor be required to advance any funds hereunder. Failure to meet the annual proposed Management Services Budget and failure to me et any financial projections or expectations of the City shall not be deemed as an Event of Default or a breach of this Agreement by the Contractor. The parties agree and acknowledge that within 30 days of the Effective Date, the City and Contractor will m eet to discuss any suggested modifications within the Budget approved for the fiscal year that the Contractor may suggest after reviewing the Budget the Contractor is inheriting from the prior management services provider.

1. Maintenance Budget. On or before ninety (90) days prior to the end of each Fiscal Year, Contractor shall prepare and submit to Contractor, for City’s planning purposes, (a) its proposed maintenance budget for the succeeding Fiscal Year that will identify Contractor’s estim ated maintenance expenditures with respect to such Fiscal Year (including a detailed itemization of such estimated expenditures) and (b) a five -year maintenance budget (for planning purposes).

Contractor shall provide City with quarterly updates to the maintenance budget.

2. Capital Improvements and Capital Equipment Budget. On or before ninety (90) days prior to the end of each Fiscal Year, Contractor shall prepare and submit to City, for City’s planning purposes, an annual capital budget and a 5 -year capital budget plan for Capital Improvements and Capital Equipment purchases. Contractor shall provide City with quarterly updates to the annual capital budget.

3. Operating Expense s. Operating Expenses include
salaries, wages, applicable taxes, benefits, costs and expenses of personnel working at the Facilities or otherwise related to the services to be performed by Contractor under this Agreement (including at the Visitor’s Center, WMML and for the BoT); contract labor; maintenance and repairs; utilities; telephone; telescreen and/or marquee operations; telecommunications and broadcast facilities; dues, memberships and subscriptions; security; audit and accounting f ees; legal fees except those fees provided for in the termination section of the agreement; fees payable to concessionaires or other subcontractors; refuse removal; cleaning; sales and other applicable taxes; building supplies and materials; ticket commiss ions; premiums for insurance; data processing; advertising; marketing and market research; pest control; office supplies; employment fees; freight and delivery; lease of equipment; credit card fees and charges and electronic transaction fees, ticket/box office expenses; charges for fidelity bonds; travel expenses; and the fixed Base Fee payable to Contractor pursuant to the Compensation Section of this Agreement; and all other costs and expenses incurred in accordance with the terms of this Agreement by or for the account of City reasonably related to Contractor’s performance of this Agreement.

4. Expenses incurred during travel for meals and lodging should be reasonable. Expenses for food and lodging must be based upon actual, Item 3B - Page 31
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21 reasonable expenses incurred. Original cash register or credit card receipts for all meals and lodging expenses greater than $50 must be maintained and listed in the reports to City as provided in the Reports and Audits and the Monthly Reports sections of the agreement. Charges for meals or services on hote l bills should be entered separately from the room charge. Vehicle mileage will be reimbursed at the federal mileage reimbursement rate published by the Internal Revenue Service for the year in which the expense is reported.

5. Contractor and its employees may rent automobiles when other transportation is not available, or when such use is considered the most reasonable and economical mode of travel under the circumstances. Unless used full-time for the benefit of the Facilities, any long -term car lease (one week or more) by Contractor or its employees shall not be cons idered an Operating Expense of Contractor. Whenever possible, Contractor should use rental companies which provide the lowest rates. In order to minimize costs, tra velers should choose economy-class cars whenever possible.

6. In no event shall the total annual expenditures exceed the total expenditures provided and allowed under the approved Budget except as provided for herein, with City Manager written approval. The parties acknowledge and agree that each budget shall include a line item for “contingency expenses” that is equal to 5% of the total of all other line items in such budget.

7. Travel (economy class), lodging and related out -of-pocket expenses of officers, directors and corporate personnel of Contractor properly allocable to the performance of Contractor’s obligations under this Agreement are not to exceed $25,000 each Fiscal Year without City Manager’s prior written consent.

8. Expenses shall not include costs of salaries and benefits of employees of Contractor, unless such costs are included in the Approved Budget, and any expenses for salaries or benefits relating to Contractor personnel based in its headquarters or any regional field locations.

9. Bureau of Tourism Services. Each Fiscal Year, the
Contractor shall make a presentation to the City Council regarding the proposed Tourism Services Budget (collectively includes BoT Services, Visitor’s Center Services and WMML Services) for the upcoming Fiscal Year, and the total Tourism Budget will be incorporated into and adopted by the City Council as part of its Fiscal Year Operating Budget (the “Tourism Services Budget"). The Tourism Services Budget for the 1st Fiscal Year shall be $2,650,000 including $2.1 million dedicated to strategic marketing initiatives and $550,000 allocated for operating expenditures.

Each new annual Tourism Services Budget is subject to and contingent upon funds being appropriated therefore by the City Council for each Fiscal Year covered by the Agreement and such annual Tourism Services Budget shall be in the amount appropriated by the City Council for the then current Fiscal Year. City shall pay the Tourism Services Budget in monthly installments to the Contractor.

Item 3B - Page 32
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22 (a) Line-Item Budget. No later than February 1 of each year of the Term of this Agreement, Contractor shall provide the City with a proposed Line -Item Budget for the Tourism Services Budget for the upcoming Fiscal Year. The Line-Item Budget shall be prepared i n accordance with the City’s budgetary practices and applicable laws and regulations. The Line-Item Budget will be considered by the City Council prior to award and implementation of the Tourism Services Budget for the ensuing year. The Contractor shall ad here to the Line Item Budget, provided the Contractor may reallocate funds between budget categories when, in the Contractor’s good faith judgment, such reallocation is prudent, provided that a written justification shall be prepared prior to any reallocat ion of ten percent or more of any line or budgeted item, and that written justification shall be approved in writing by the City Manager in advance of the reallocation.
(b) All funds earned by the Visitor Center are revenue to the City and should be accounted for as such and reinvested in the promotion of tourism to the City.
(c) WMML Services. Each Fiscal Year, the Contractor shall make a presentation to the City Council regarding the proposed WMML Services Budget for the upcoming Fiscal Year, and the total WMML Budget will be incorporated into and adopted by the City Council as part of its Fiscal Year Operating Budget. The WMML Services Budget for the 1 st Fiscal Year shall be offset by a contribution from City library budget. Each new annual WMML Services Budget is subject to and contingent upon funds being appropriated therefore by the City Council for each Fiscal Year covered by the Agreement and such annual WMML Services Budget shall be in the amount appropriated by the Ci ty Council for the then current Fiscal Year . City shall pay the WMML Services Budget in monthly installments to the Contractor .

10. Expenditures in Excess of the Budget . The Contractor shall not, without written authorization by City Manager, knowingly incur in any Fiscal Year obligation in excess of the total then applicable Budget approved by City. In the event the Contractor becomes aware of any such obligations, the Contractor shall immediately inform City in writing of the nature, amount and due date for such obligations, and request written instructions as to how to proceed. As set forth in Section 26(a)(6) above, each budget shall include a line item for “contingency expenses” that is equal to 5% of the total of all other line items in such budget.

11. Reduction / Elimination of City Revenue Source . In the event of any significant reduction or elimination of City tax and fee revenue sources, such as sales tax, property tax, transient occupancy tax and other similar taxes, the parties shall meet to discuss a proportionate reduction in the then-applicable Budget. If the parties fail to reach an agreement on any such reduction, the City may terminate the Agreement within thirty calendar days of the date on which the parties fail to reach an Agreement. The Contractor’s inability to perform services hereunder or discharge any of its responsibilities hereunder or under any Third Party Agreement related to the Facility to the extent of City’s failure to fund expenses reasonably required to Item 3B - Page 33
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23 perform such services or responsibilities shall not be considered a breach of this Agreement or Event of Default under this Agreement by the Contractor and shall be without penalty, additional payments, or other charges to the Contractor of any kind whatsoever.

12. Capital Expenditures Budget/ Emergency Capital Expenditures.

1. The City desires to provide quality convention facilities in order to attract valuable meeting and convention business to the City of Palm Springs to generate positive economic impact through the generation of room -nights and increased visitor traffic to the City’s shopping, dining and attraction stakeholders. The City and the Contractor agree that the Facilities must be consistently maintained and upgraded as necessary to meet and exceed the expectations of current and future users of the facility and provide competitive “industry standard” facilities and services to attract and retain valuable meeting and convention business.

2. The Contractor shall undertake an internally conducted facility capital study identifying existing capital and operating equipment, systems, technology, building components, aesthetics and facility finishes to catalog and determine current condition, remai ning useful life and an appropriate action plan for each item or area. The Contractor shall also review current facility technology and services to determine any recommended upgrades in order to meet expected industry standards for the Facilities. Any out -of-pocket expenses incurred in the undertaking of such study shall be considered an expense of the Facilities with prior written approval from the City Manager as to the scope and cost of the study. The Contractor shall provide the City Manager with a prioritized long -term capital plan with recommended annual budget allocations for the completion of recommended projects. Should the City request a more detailed or comprehensive facility capital study and report to be conducted by a third-party expert, such study and report shall be at the City’s sole cost and expense. The City acknowledges and agrees that the Contractor shall have no obligation hereunder to make any capital expenditures and, therefore, City shall be responsible for and shall repair, provide and maintain, at its own expense, all capital improvements as set forth in this Section, including, without limitation, the exterior and stru ctural portions of the Facilities , Visitor Center, and WMML, together with all mechanical, HVAC and electrical systems contained therein.

Notwithstanding the foregoing, capital improvements may be performed by the Contractor and/or through a third -party contractor approved by the City or City Manager, as authorized by Palm Springs Municipal Code Title 7, and supervised by the Contractor, upon written agreement between City and the Contractor, utilizing those funds as agreed upon by City and the Contractor.

3. Each Fiscal Year the Contractor will present a proposed annual capital project budget (“Capital Improvements Budget’’) for the upcoming Fiscal Year to the City Council and the annual Capital Improvements Budget will be incorporated into and adopted by the City Council as part of its Fiscal Year Operating Budget. Each new annual Capital Improvements Budget is subject to and contingent Item 3B - Page 34
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24 upon funds being appropriated therefore by the City Council for each Fiscal Year covered by the Agreement. If such appropriations are not sufficient to fully fund a new annual Capital Improvements Budget, such annual Capital improvements Budget shall be eq ual to the amount appropriated by the City Council for any such Fiscal Year. The Contractor and the City shall mutually agree on the actual projects to be funded each Fiscal Year based upon the amount appropriated by the City Council .

Unfunded projects will be carried over to subsequent Fiscal Year budget proposals.

In the City’s sole discretion, in lieu of payment to City of any excess operating funds at the end of each Fiscal Year, such excess operating funds may be reserved for and allocated to the Capital Improvements Budget.

4. The Contractor shall have the right to make Emergency Expenditures. An “Emergency Expenditure” is defined as an expenditure necessary to correct or repair an emergency condition of the Facilities which in the reasonable judgment of the Contractor, if not corrected or repaired immediately, would create an imminent danger to persons or property, an unsafe condition threatening persons or property, or render the Facilities unusable, unsuitable or unable to host events, to the extent such expenditure is not included in the Approved Budget for that Fiscal Year.

Where practicable, the Contractor shall obtain prior verbal or written approval from the City Manager before making any Emergency Expenditure; provided that if prior verbal or written approval of an Emergency Expenditure is not reasonably obtainable from the City Manager, the Contractor shall immediately notify the City Manager of the situation and upon such notification and consent by the City Manager, is thereafter authorized to incur an Emergency Expendi ture to correct the situation on a temporary basis in an amount not to exceed $50,000. An Emergency Expenditure to correct the situation on anything other than a temporary basis or in an amount in excess of $50,000 shall require written approval from the City Manager. Immediately following such action taken by the Contractor pursuant to this Budget Section of the Agreement, the Contractor shall inform City of the action(s) taken, and City shall pay into such account(s) the amount of funds, if any, spent or committed by the Contractor pursuant to this Section.

27. Bank Accounts. The Contractor shall deposit all Revenues in an account maintained by the Contractor in the name of City, with the Contractor as an agent with signatory authority, in a bank or branch located within the City. The Contractor shall require that all funds held in this account shall be secured to such an extent and in such a manner as is required by applicable law regarding the deposit of City funds.

Any monies in this account, and any interest thereon, shall be applied first to the payment of Ma nagement Fees accrued through the end of the prior month and thereafter to any other Operating Expenses then accrued. The balance shall be retained in the Operating Fund as reserve for payment of future Operating Expenses.

If, at the end of any Fiscal Year, there shall be a balance in this account in excess of the anticipated working capital required for, and Operating Expenses projected for, the first month of the ensuing year, the Contractor shall disburse such excess to City on or before the 15th day of such month; alternatively, in the City Manager’s sole Item 3B - Page 35
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25 discretion, any such excess may be reserved for and allocated to the Capital Improvements Budget.

28. Compensation.
(a) Management Services. The Contractor shall receive
compensation for the Management Services rendered under this Agreement based upon the agreed Base Fee plus an incentive fee as described herein (“Incentive Fee”), if so earned by the Contractor.

1. Base Fee. For services performed by the Contractor during each Fiscal Year of this Agreement, the City shall pay the Contractor the annual Base Fee set forth in this Section, payable at the rate of 1/12 of the per annum per month, within 30 calendar days following the monthly billing provided by the Contractor for such services. The Base Fee for the 1 st Fiscal Year shall be Two Hundred Fifty Thousand Dollars ($250,000.00) paid at the rate of $20.833.33 per month, provided that the annual Base Fee amount sha ll be prorated for the first Fiscal Year of this Agreement due to the Effective Date occurring October 1, 2025 (ie. to be paid at the monthly rate of $20,833 from the Effective Date to June 30, 2026).Starting with the second (2nd) Fiscal Year (ie. on July 1, 2026) the Base Fee shall be increased each Fiscal Year by the amount of $19,250 over the Base Fee (calculated on a 12 -month basis, without pro -ration) from the immediately prior Fiscal Year. For the sake of clarity, the Base Fee for the 2nd Fiscal Year shall be $269,250.

2. Incentive Fees. In addition to the Base Fee payable to the Contractor, the Contractor shall be eligible for an Incentive Fee as further described on Exhibit E hereto, which, if earned, shall be payable to the Contractor annually in arrears on or before the 30th day following the date on which the Contractor has given the Annual Report to the City.

29. Insurance. Contractor shall procure and maintain, policies of insurance, as an Operating Expense, as set forth in the attached Exhibit "B", incorporated herein by reference.

30. Indemnification and Reimbursement.
(a) To the fullest extent permitted by law, the Contractor shall defend (at sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from a nd against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, pena lties, and expenses including legal costs and attorney fees (collectively “Claims”) to the extent arising out of or relating to (i) any negligent act or omission, or intentional or willful misconduct, on the part of the Contractor or any of its employees or agents or any person under its direction or control in the performance of its obligations under this Agreement, or (ii) breach or default by the Item 3B - Page 36
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26 Contractor of any of its representations, covenants or agreements made herein under this Agreement, except and to the extent such Claims arise out of, relate to or are in connection with the negligence, intentional or willful misconduct of the City, its elected officials, officers, employees, agents, independent contractors, consultants and volunteers. Under no circumstances shall the Insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. The Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement.
(b) To the fullest extent permitted by law, the City shall defend (at City’s sole cost and expense), indemnify, protect, and hold harmless the Contractor, its, officers, employees, agents, and representatives (collectively the “Contractor Indemnified Parties”), from and against any and all “Claims” to the extent arising out of or relating to (i) any negligent act or omission, or intentional or willful misconduct, on the part of the City or any of its employees or agents or any person under its direction or cont rol in the performance of its obligations under this Agreement, or (ii) breach or default by the City of any of its representations, covenants or agreements made herein under this Agreement except to the extent such Claims arise out of, relate to or are in connection with the negligence, intentional or willful misconduct of the Contractor, its officers, employees, agents, independent contractors and consultants. Under no circumstances shall the insurance requirements and limits set forth in this Agreement b e construed to limit City’s indemnification obligation or other liability under this Agreement. City’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Contractor Indemnified Par ties 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.

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

32. Procurement. The Contractor shall make all purchases of equipment, materials and supplies at the best available price or in accordance with City procurement requirements in the City Municipal Code Section 7.

Item 3B - Page 37
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27 33. Engagement and Outreach Requirements.
(a) City Council. The Contractor shall hold up to two meetings per year with the City Council and the City’s invitees to at a minimum: (a) discuss any new sales programs proposed by the Contractor or identified by the Contractor as being of interest to the City or City stakeholders; and (b) discuss any other upcoming programs or events identified by the Contractor as being of interest to the City or City stakeholders. The Contractor must provide a corporate representative to attend the entirety of the portion in which the topic is discussed of each such meeting. (b) Community Outreach. The Contractor shall prepare a Community Outreach Plan as part of its Annual Plan. The Community Outreach Plan shall identify the types of meetings, presentations, workshops and other initiatives to be undertaken to ensure that the Palm Springs convention and visitor industry stakeholders are informed as to the BoT and Facilities initiatives being undertaken to generate positive impact to local stakeholders, and to solicit their feedback to help inform future initiatives.
(c) Periodic Review: Meet and Confer. The Contractor and City shall have the option, not more frequently than every three months during the term, to request a review (the “Periodic Review”) to evaluate, among other things, the extent to which the Contractor is complying with its obligations under this Agreement.

Within five calendar days following notice of any event of default, City staff and Contractor shall meet and confer to seek mutual resolution of areas of concern covered in the Periodic Review or any Ev ent of Default, as applicable, and to come to a mutual agreement to move forward together. If disagreements between the Parties are not resolved, then the Parties shall attempt to resolve such disagreements through mediation. If such disagreements are not resolved through third -party mediation within 120 days after the commencement of mediation, then either party may pursue other available legal options such as a request for arbitration or litigation.

34. Enforcement of Agreement.
(a) California Law and Venue. This Agreement shall be
construed and interpreted both as to validity and as to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such County, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. (b) Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that Item 3B - Page 38
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28 ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.
(c) Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions.
(d) Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exerci se by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.
(e) Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, remedy or recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.
(f) Attorney Fees . If either party to this Agreement
commences an action against the other party arising out of or in connection with this Agreement or its subject matter, each party shall bear its own costs and attorney’s fees.

35. Termination.
(a) Termination of the Master Lease. This Agreement shall immediately terminate and be null and void upon termination of the Master Lease. (b) Expiration of Term. This Agreement shall immediately terminate and be null and void upon expiration of its term if this Agreement has not been extended prior to such expiration.
(c) Default. Further, either party may terminate this Agreement if the other party to this Agreement is in default under this Agreement. A party shall be in default if: (a) such party fails to pay any sum payable under this Agreement within 45 calendar days after the same is due and payable and written notice Item 3B - Page 39
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29 specifying the late payment is provided; or (b) such party fails in any material respect to perform or comply with any of the other terms, covenants, agreements, or conditions of this Agreement and such failure continues for more than 30 calendar days after written notice from the other party (“Event of Default”). In the event that such a default (other than a default in the payment of money) is not reasonably susceptible to being cured within the 30 day period, the defaulting party shall not be considered in default if it shall within such 30 day period have commenced with due diligence to cure such default and thereafter completed with due diligence the curing of such default. In the event of an Event of Default, the non -defaulting party may, in its sole d iscretion, extend the time for the other party to perform the applicable obligation(s) hereunder for a period of time acceptable to such Party beyond the cure period set forth in this Section terminate this Agreement by giving written notice (as required under this Section of such termination to the other party. (d) Termination:

1. Payment of Fees to Contractor Upon Termination. In the event of termination of this Agreement prior to the expiration of the Term as set forth in Term Section, City shall pay Contractor (a) all fees earned to the date of City’s termination, (b) subject to the remainder of this paragraph, a pro -rated portion of the Incentive Fee for the year in which the termination occurred (if not occurring at the end of a Fiscal Year), (c) the Buyout Amount, and (d) if the termination is not due to a breach or Event of Default of Contractor, any other amounts due to C ontractor.

Notwithstanding the foregoing, the Contractor shall not be entitled to any portion of an Incentive Fee for any Fiscal Year in which the Agreement is terminated due to Contractor’s breach or Event of Default of this Agreement, otherwise, the parties shall in good faith determine the portion of the Incentive Fee earned by Contractor and the City shall pay Contractor such Incentive Fee.

2. Surrender of Premises. Upon termination or expiration of this Agreement, Contractor shall surrender and vacate the Facilities , Visitor Center, and WMML . The Facility , Visitor Center, WMML, and all equipment and furnishings therein shall be returned to the City in good repair, reasonable wear and tear excepted. All reports, records, including financial records, and documents maintained by Contractor at the Facilities , Visitor Center, and WMML relating to this Agreement, other than materials containing Contractor’s proprietary information or property shall be immediately surrendered to City upon termination or expiration of this Agreement.

36. City Officers and Employees; Non-Discrimination
(a) Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, 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 Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.

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30 (b) Conflict of Interest . The Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall the Contractor enter into any agreement of any kind with any such officer or employee during the t erm of this Agreement and for one year thereafter. The Contractor warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement.
(c) Covenant Against Discrimination . In connection with its performance under this Agreement, the 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 ba sis”). The 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 th is Agreement, the 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, upg rading, 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 prov isions of Palm Springs Municipal Code Section 7.05.02, including without limitation the provision of benefits, relating to non-discrimination in city contracting.

37. Miscellaneous Provisions.
(a) Patent and Copyright Infringement. To the fullest extent permissible under law, and in lieu of any other warranty by City or Contractor against patent or copyright infringement, statutory or otherwise:

1. It is agreed that the Contractor shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement by the Contractor, or the normal use or sale arising out of the performance of this Agreem ent by the Contractor, infringes upon any presently existing U.S. letters patent or copyright and the Contractor shall pay all reasonable costs and damages finally awarded in any such suit or claim, provided that the Contractor is promptly notified in writ ing of the suit or claim and given authority, information and assistance at the Contractor’s expense for the defense of same, and provided and to the extent such suit or claim solely arises out of, pertains to, or is related to the negligence, recklessness or willful misconduct of the Contractor.

However, the Contractor will not indemnify City if and to the extent the suit or claim results from: (1) City’s alteration of a deliverable, such that City’s alteration of such deliverable created the infringement upon any presently existing U.S. letters patent Item 3B - Page 41
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31 or copyright; or (2) the use of a deliverable in combination with other material not provided by the Contractor when it is such use in combination which infringes upon an existing U .S. letters patent or copyright; or (3) any negligence, recklessness or willful misconduct of the City.

2. The Contractor 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 Contractor’s expense. The Contractor shall not be obligated to indemnify City under any settlement that is made without Contractor’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, the Contrac tor, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto.
(b) Integrated Agreement. This Agreement, including the attached exhibits, contains the entire agreement of the parties and supersedes all prior and contemporaneous agreements and understandings, oral or otherwise, among the parties with respect to the matters contained in this Ag reement and may not be modified or amended except as set forth in this Agreement. (c) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be invalid under the applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement.
(d) Amendments. This Agreement shall not be altered,
modified, or amended in whole or in part, except in a writing executed by both the City and Contractor.
(e) Successors in Interest . This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, successors and assigns as permitted herein.
(f) Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be personally delivered, sent by registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by electronic transmission, an d shall be deemed received upon the earlier of:
(1) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (2) five business calendar days after the date of posting by the United States Postal Service if by mail; or (3) when sent if given by electronic transmission. Any notice, request , demand, direction, or other communication sent by electronic transmission must be confirmed within 48 hours by Item 3B - Page 42
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32 letter mailed or delivered. Notices or other communications shall be addressed as follows:

To City: City Manager
City of Palm Springs
3200 East Tahquitz
Canyon Way Palm Springs, CA 92262
With a copy to: City Attorney
City of Palm Springs
3200 East Tahquitz Canyon Way
Palm Springs, CA 92262
[email protected]

To: Contractor:

Global Spectrum, L.P., d/b/a OVG360
5050 S. Syracuse St., 8th Floor
Denver, Colorado 80237
Attn: President

With a copy to: OVG360 Legal Department
5050 S. Syracuse St., 8th Floor
Denver, Colorado 80237

(g) Counterparts. This Agreement may be executed in one or more counterparts and each of such counterparts, for all purposes, shall be deemed to be an original, but all of such counterparts together shall constitute but one and the same instrument, binding upon the parties, notwithstanding that all of the parties may not have executed the same counterpart.
(h) Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement. shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions hereof.

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33 (i) No Partnership or Joint Venture. Nothing herein contained is intended or shall be construed in any way to create or establish the relationship of partners or a joint venture between City and Contractor. (j) Force Majeure and Casualty.

1. Force Majeure. The performance of each party’s
obligations under this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the affected party (financial inability excepted) if the affecte d party, within ten calendar days following the commencement of such delay, notifies the other party in writing of the causes of the delay. Unforeseeable causes include but are not limited to any event beyond the reasonable control of either party including, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City.

2. Casualty. In the event of damage or destruction to a material portion of the Facilities by reason of fire, storm or other casualty loss that renders the Facilities (or a material portion thereof) untenable (“Casualty Loss”), and the City elects not to remedy such situation such that such damage or destruction is expected to render the Facilities (or a material portion thereof) untenable for a period estimated by an architect selected by the City at the Contractor’s request, of at least 180 days from the dat e of such Casualty Loss, either party may terminate this Agreement upon written notice to the other, provided that (a) while the City shall not be required to pay any compensation to Contractor during the period that the Casualty Loss continues, including pursuant to the Compensation Section, provided however, that the City shall not be relieved of its obligation to pay to the Contractor its Fees due under the Compensation Section for the period leading up to date of the Casualty loss; and (b) in the event the Facilities once again become tenable at any time during the Term, this Agreement shall, at the option of the Contractor, once again become effective and the Contractor shall manage and operate the Facilities under the terms hereof for the remainder of the original Term. (k) Compliance with Law . The Contractor warrants and
covenants that all Services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations.
(l) Independent Legal Counsel and Tax Advice. Each Party acknowledges that is has been represented by independent legal counsel of its own choice and has obtained its own tax advice throughout all of the negotiations that preceded the execution of this Agreement or has knowingly and voluntarily declined to consult legal counsel or obtain tax advice, and that each party has executed this Agreement with the consent and on the advice of such independent legal counsel or other tax advisor.

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34 (m) No Third-Party Beneficiaries. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement.
(n) Time of Essence. Time is of the essence in the
performance of the provisions of this Agreement as to which time is an element. (o) Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exerci se by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.
(p) Responsibilities of the Parties . Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably nece ssary to carry out the purposes of this Agreement. Unless specified herein, neither party shall be responsible for the service of the other.
(q) Corporate Authority. Each of the undersigned represents and warrants that (1) the Party for which he or she is executing this Agreement is duly authorized and existing, (2) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (3) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (4) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound.
(r) Incorporation of Recitals. The above -referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same.
(s) Plastic and Styrofoam Use . The City’s Palm Springs Municipal Code 5.87 shall govern the use of plastics and Styrofoam and apply to single-use food ware associated with food services operations at the Facilities.

38. Minor Modifications. The provisions of this Agreement require a close degree of cooperation between the parties and “Minor Changes” to this Agreement may be required from time to time. “Minor Changes” mean changes to this Agreement that do not result in a change to the Compen sation Section (except for the definition Item 3B - Page 45
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35 of Consumer Price Index which shall be considered subject to Minor Changes) in effect on the execution date.

Accordingly, the parties may mutually agree they will cooperate in good faith to make “Minor Changes” to this Agreement to be evidenced by their approval and execution of an “operating memorandum” reflecting such Minor Changes to the extent permitted by Applicable Law:
(a) Neither the Minor Changes nor any Operating
Memorandum shall require public notice or hearing.
(b) The City Attorney and City Manager shall be authorized to determine whether proposed modifications and refinements are “Minor Changes” or more significant changes requiring amendment of this Agreement. (c) The City Manager may execute any Operating
Memorandum without City Council action and provide notice to the City Council. [SIGNATURES ON NEXT PAGE]

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36 SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT

BY AND BETWEEN THE CITY OF PALM SPRINGS AND GLOBAL SPECTRUM L.P.

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

CONTRACTOR:

By: _____________________________
Signature

Date: ___________________________
CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: ________________ Item No. ________ Agreement No. _________ APPROVED AS TO FORM: ATTEST:

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

By: _____________________________ Date: ____________________________ City Manager

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37 EXHIBIT “A”

SCOPE OF SERVICES/WORK

SECTION 1. PSCC Operations and Management Services

1.1 The Contractor shall manage, operate and promote the PSCC in accordance with policies approved by the City and in a manner that is consistent with other comparable facilities providing similar services throughout the United States.

The Contractor shall be responsible for all day-to-day functions and operations of the PSCC and shall always operate the PSCC in the public interest and in accordance with the highest professional and ethical standards.

1.2 Within 60 days following the Execution Date of this Agreement, the Contractor shall compile an inventory of all furniture, fixtures and equipment, which are part of the facilities or have been otherwise paid for by or on behalf of the City. A comprehensive list of items shall be provided to the Contractor which shall be exclusive of hand tools, small wares and certain items of less than $1000 (unless those items of a similar category in aggregate exceed the value of $5,000). The Contractor shall be required to update the inventory on the third anniversary of the Execution Date, in accordance with generally accepted accounting principles (GAAP) for fixed assets.

1.3 The Contractor shall prepare and submit annual budgets for the PSCC’s operation. The Contractor shall also maintain a system of internal controls to provide reasonable assurance that the PSCC’s resources are used in an effective and efficient manner. The C ontractor shall keep full and accurate accounting records relating to its activities at the PSCC, in accordance with generally accepted accounting principles.

1.4 The Contractor shall report and provide regular reports to the City Council, City Manager or representative. The City shall make periodic inspections of the PSCC and equipment to determine that they are being maintained in a neat and orderly condition. The Contractor will be required to make any improvements in cleaning or maintenance methods as required by the Management Contract.

1.5 Within 120 days of assuming control of the facilities and annually thereafter, submit a five -year strategic capital improvement plan for the facilities improvements.

1.6 The Contractor will submit a written business/sales plan (henceforth referred to as the “Plan”) for the year commencing on or before March 1 of each Fiscal Year of the term of this agreement for approval by City, which approval shall be exclusive to the City and shall not be unreasonably withheld or delayed. The sales plans shall be consistent with the policy that the primary role of Contractor’s convention sales division is to sell space in the facilities. The plan shall include, but not be limited to:

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38 A. A summary of actual performance against goals for the previous Fiscal Year, including reasons for significant divergence from goals.

B. A summary of the impact of competitive destinations and facilities, including enhancements to the convention product made in these destinations during the previous Fiscal Year.

C. An overview of the strengths, weaknesses, opportunities and challenges with respect to the Palm Springs convention destination, focusing on changes occurring during the previous Fiscal Year.

D. A description of the action plan for the upcoming Fiscal Year.

E. A statement of goals for the upcoming year. Goals should include all areas tied to incentive fees, as well as other goals that can include but are not limited to events by type, attendance by type, occupancy, and economic impact.

1.7 The Contractor shall maintain the standard of operations, quality of service, maintenance and physical appearance of the PSCC as an industry standard convention and exhibition center. All areas of the PSCC are to be kept clean, orderly, attractive, and sanitary always and in strict accordance with the applicable laws, ordinances, rules, and regulations as well as the standards of the City.

1.8 The Contractor shall constantly endeavor to improve the operation of the PSCC with a view toward developing the most efficient and highest quality of service to the customers, minimizing operating costs, increasing the quality of maintenance and security, and maximizing gross receipts without negatively impacting exhibitor or show manager costs.

1.9 The Contractor shall be responsible for negotiating all rental rates, fees, and charges for services provided throughout the PSCC, and for executing and performing all contracts, use agreements, licenses, and other agreements.

1.10 The Contractor shall be responsible for all advertising, licensing, promotional activities, marketing, and public relations for the Facilities

1.11 The Contractor shall establish an effective system of communication that encourages linkages and collaborative efforts between the PSCC, the Bureau of Tourism, and other segments of the hospitality industry, including the Greater Palm Springs Convention and Visitors Bureau (GPSCVB), the Palm Springs hotel industry and other visitor industry segments.

1.12 The Contractor shall meet monthly with primary hotel partners to discuss cooperative sales efforts, the status of current sales prospects, and to report on business currently booked at the facilities.

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39 1.13 The Contractor will have oversight responsibility over all subcontractors and concessionaires, as set forth in the contract. The Contractor will also negotiate future sub- contractor agreements, to be approved by the City.

1.14 The Contractor will administer payroll systems for all persons employed by the Contractor at the PSCC.

1.15 The Contractor and City shall develop procurement policies and procedures guidelines controlling the implementation of each procurement approved pursuant to the Palm Springs Municipal Code Chapter 7, Procurement and Contracting code, ordinances as well as any applicable City policies as directed by the City. These policies and procedures will be subject to approval by the Procurement and Contracting Department, and City Manager. All procurement will follow these approved policies and procedures.

The Contrac tor will undertake PSCC information technology functions, and maintain systems in state-of-the-art conditions.

1.16 At the conclusion of the term of the contract, the Contractor shall be responsible for returning the PSCC and Furniture, Fixtures and Equipment (FF&E) to the City in the same condition in which they were provided, except for normal wear-and-tear.

1.17 The Contractor shall abide by all applicable local, county, state, and federal laws pertaining to its operation and shall secure all licenses and permits necessary for the operation of the PSCC. The Contractor shall be responsible for, and pay all federal, county, city and state taxes arising because of the contract, including those levied against the City.

1.18 The Contractor shall negotiate and execute in the name of the City all agreements for use of PSCC space for events.

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

1.20 The Contractor shall operate, procure, cause to be operated, or accept in the name of the City assignment of services necessary for the professional and efficient operation of the convention center including:

A. Catering and concessions for the sale of food and beverages, B. Souvenirs, novelties, programs, and collateral materials, C. Mechanical, electrical and plumbing services for trade shows, exhibitors and other users,
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40 D. Data, telecommunication and internet services,
E. Audio visual equipment rentals,
F. Production support and rigging services,
G. Landscaping and groundings keeping,
H. Service contracts for the maintenance and upkeep of
mechanical systems, conveyance devises, and other physical plant needs,
I. Specialty and convenience services for facility users such as ATM machines and retail kiosks,
J. Business center, shipping and supplies,
K. Concierge, Valet, and other services that may become needed.

The Contractor shall solicit local businesses to the extent possible for all concessions and service providers. The City shall have final approval regarding the selection of service providers.

1.21 The Contractor shall furnish all services, personnel, materials, tools, machinery, equipment and other items necessary to accomplish the foregoing requirements including hiring, training, paying and supervise all personnel hired at the Facilities.

1.22 The Contractor shall thoroughly train and closely supervise all employees so that they are aware of and habitually practice high standards of cleanliness, courtesy, and service.

1.23 The Contractor shall subject its employees to drug testing and criminal background checks. Employees shall always maintain a professional appearance consistent with the requirements of the contract.

1.24 The Contractor shall not employ any person who does not conduct him or herself in a “business like” and professional manner and shall promptly take appropriate disciplinary action against employees who do not meet this standard, up to and including termination. Any employee so terminated shall not be re -employed at the PSCC without the written consent of the City, as specified in the contract.

1.25 The Contractor shall establish and maintain consistent procedures for cost estimating and reporting, maintenance and payment of invoices.

1.26 The Contractor shall monitor actual and projected expenses.

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41 1.27 The Contractor shall manage and operate the facilities so as to minimize expenses and maximize revenues; provided, however, that Contractor, in establishing and implementing its booking policies, may schedule not only those events that generate substantial direct revenue to the facilities, but also those events that produce less direct revenue but, in Contractor’s good faith judgment, generate either a significant economic, cultural or other benefit to City or otherwise serve the public interest.

1.28 Except as set forth in Section 18 of the Management Contract, the Contractor shall not permit the use of the facilities without charge for such use, absent City Manager’s prior written consent.

1.29 The Contractor shall require that all persons using the facilities or attending events therein comply with all legal requirements of all governmental authorities having jurisdiction over the facilities, and that the use of the facilities complies with all applicable lawsThe Contractor shall prepare appropriate facility rental / use application forms requiring applicants to certify and confirm compliance with all applicable laws, including Palm Springs Municipal Code 7.05.02. Ensure compliance with all City policies defined in the Palm Springs Municipal Code.

1.30 The Contractor shall establish and adjust prices, rates and rate schedules for the aforesaid licenses, agreements and contracts and any other commitments relating to the Facilities to be negotiated by Contractor in the course of its management, operation, maintenance, repair and promotion of the Facilities. In determining such prices and rate schedules, Contractor shall evaluate comparable charges for similar goods and services at similar and/or competing facilities and shall consult with the City Manager a bout any adjustments to the rate schedules at the Facilities to be made by Contractor;

1.31 The Contractor shall, after consultation with City, commence, defend and settle (with prior written approval of City) as agent for City and at the reasonable expense of City, with counsel selected by Contractor and approved by City, such legal actions or proceedings as Contractor shall deem necessary or appropriate in connection with the operation of the Facilities, including, without limitation, to collect charges, rents or other revenues due to City or to cancel, terminate or sue for damages under, any license, use, advertisement or concession agreement for the breach thereof or default thereunder by any licensee, user, advertiser, or concessionaire at the Facilities. Contractor shall notify City in writing of the commencement of any legal actions or proceedings and advise City of the progress of any such legal actions or proceedings. Upon request, Contractor shall send to City copies of all legal documentation relating to such legal actions or proceedings;

1.32 The Contractor shall establish, maintain and operate a program dedicated to the separation, collection and storage of materials for recycling, in accordance with Palm Springs Municipal Code 5.87, and 6.04.300.

1.33 The Contractor shall investigate all accidents and claims for damage relating to the operation and maintenance of the Facilities, reporting to City any such Item 3B - Page 52
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42 incident that is material, and making available for review by City upon request all accidents and claims for damage relating to the Facilities in the form reasonably designated by City.

1.34 The Contractor shall establish, implement and monitor the accounting, security, human resources, marketing and regulatory compliance systems.

1.35 The Contractor shall establish benchmark standards and build reporting platforms with respect to the operation of the Facilities.

1.36 The Contractor shall undertake risk assessment, underwriting and claims management systems.

1.37 The Contractor shall build safety, security and risk policies and procedure operating manuals and liaise with applicable Governmental Authorities with respect to the foregoing
SECTION 2. PSCC General Manager

2.1 The PSCC shall be operated by a competent, successful general manager capable of, and empowered to operate the PSCC and to be responsive to the desires and directives of the City in the areas of contract enforcement, scheduling, personnel relations and all other matters pertinent to the operation and management of the PSCC. It is expressly understood that the general manager of the PSCC will be located on-site.

2.2 In the event the Contractor requests to substitute the General Manager during the term of this Agreement, the Contractor shall first coordinate with the City Manager and provide a list of persons with requisite experience and references as the selection of the new General Manager. The City Manager shall have final approval of any replacement or substitute approval.

2.3 In the event the City requests for cause and in accordance with applicable law to substitute the General Manager or Director of Finance during the term of this Agreement, the Contractor shall first coordinate with the City Manager and provide a list of persons with requisite experience and references as the selection of the new General Manager or Director of Finance. The City Manager shall have final approval of any replacement or substitute.

2.4 General Manager of the PSCC shall accept the decisions of the City as binding in matters of contract interpretation, provided that written appeals may be made in writing to the City within 20 business days of such decision.

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43 SECTION 3. Maintenance and Repair
Contractor Obligations

3.1 The Contractor shall be responsible for all preventative maintenance and maintenance and repair of the PSCC. The interior, exterior, and infrastructure of the physical facility and grounds will be maintained by the successful Contractor, including non -capital repairs and maintenance. The Contractor shall also be responsible for informing the City of degraded conditions, and for preparing annual Capital Improvement Program project lists with recommended capital budget for consideration by the City. The Contr actor is further responsible for taking all actions necessary to maintain the validity of all warranties and for ensuring that repairs to any part of the PSCC or furniture fixtures and equipment (FF&E) which is under warranty is accomplished under the warranty.

3.2 The Contractor shall maintain a neat and orderly operation at all times, and shall be responsible for, or shall oversee vendor contracts. The Contractor shall make available all areas of the PSCC under its control for examination at any time by the City or an authorized representative.

3.3 No signs or advertising identifying the Contractor, or its subcontractors shall be placed on the premises unless first approved, in writing, by the City Manager or authorized representative.

3.4 No alterations or additions shall be made to the PSCC, or any part thereof, without first having obtained the written consent of the City Manager or an authorized representative. Authorized alterations or additions shall become the property of the City at the expiration date/or termination of the Agreement.

3.5 The Contractor shall not remove any FF&E furnished to the PSCC without the express written permission of the City.

3.6 The Contractor shall replace, as an Operating Expense or with available reserves, any FF&E provided under the contract that has been destroyed or damaged with like equipment.

Obligations of the City

3.6 Work in mutual accord with PSCC management to ensure the highest quality of services and facilities.

3.7 Appoint a City representative to oversee City obligations, including the PSCC Management Contract.

3.8 Receive and review independent audits of PSCC financial statements.

3.9 Oversee payment of any PSCC debt.

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44 3.10 Receive and review customer survey research completed by PSCC, including analysis that affects incentive payments identified in the contract.

3.11 Review, approve and budget capital projects for repair/replacement at the PSCC, in conjunction with the PSCC management team.

3.12 Monitor overall Contractor performance through an annual performance audit.

3.13 Review PSCC pricing, policies and other arrangements necessary for the operations of the PSCC.

3.14 Review all labor negotiation strategies and negotiation efforts as may be required with collective bargaining.

3.15 Review and monitor all revenue from the operation of the PSCC by the successful Contractor and monitor all operating expenses within a budget developed by the successful Contractor and approved by the City.

3.16 Provide all initial land, buildings and facilities and FF&E in good working order (to be inventoried at time of contract signing).

3.17 Review and approve PSCC’s purchase of all necessary on -site equipment and replacement items of major capital equipment in accordance with the recommended and approved capital improvement plan.

3.18 Make periodic inspections of the facilities and FF&E to determine that they are being maintained in a neat and orderly condition.

3.19 The City reserves the right to modify its functional role with respect to administering the operations of the PSCC at any time, subject to the terms of the contract.

3.19 Fund all Operating Expenses
SECTION 4. Bureau of Tourism and Visitor’s Center Management and Operations

4.1 The Contractor shall manage the Bureau of Tourism and Visitor’s Center in a manner that maximizes the destination and brand awareness, social media response metrics, and visitation levels. The Contractor shall advertise and otherwise promote tourism to the City of Palm Springs, including but not limited to:

A. Generating positive awareness of the City as a destination choice for leisure travelers;
B. Stimulating interest and desire on the part of domestic and international customers to take action and visit;
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45 C. Planning special events as the City Council may from time-to-time request; D. Creating positive awareness, support and participation in the City’s tourism marketing programs.

E. Each year during the Term, except during the initial year of the Agreement, on or before June 1, the Contractor shall submit to the City the “Annual Business Plan” which is a proactive business marketing plan which includes a detailed list of each of the p rograms and duties the Contractor shall perform pursuant to this Agreement for the next Fiscal Year. In the initial year of this Agreement, the Contractor shall be required to submit its Annual Business Plan not later than December 1, 2025. The Contractor shall perform its obligations under this Agreement as authorized pursuant to the approved Annual Business Plan.

F. Each Annual Business Plan shall include the following:

G. An Executive Summary;
H. A statement, restatement or update of Contractor’s marketing mission as applicable;
I. A discussion of the prior Annual Business Plan, if any, the extent to which the objective were achieved, and an
J. Explanation thereof including, but not limited to, the challenges of the prior year;
K. A list of all major objectives for the upcoming year; L. Planned events and activities for the new year;
M. An analysis of challenges projected for the upcoming year including, but necessarily limited to, marketplace complications which act as or are perceived to be impediments to success, which include major challenges, such as competitive city hotel inventorie s, other marketing budgets, economic conditions, and other conditions which may unfavorably impact Contractor’s ability to create share of mind and market; N. An explanation of the results expected to be achieved in the upcoming year including project goals in firm numbers;
O. An update on any additional research gathered in the previous year; P. A market analysis of travel trends and visitor trends for the upcoming year, including, but not limited to, relevant national trends; Item 3B - Page 56
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46 Q. An analysis of the market segments to be targeted in the upcoming year.

R. Major strategies to be undertaken including but not limited to:
i. Advertising;
ii. Public relations;
iii. Direct marketing;
iv. Direct sales; and
S. Promotional and cooperative opportunities, including, but not limited to, trade shows and sales forums;
T. A comprehensive marketing calendar indicating the implementation of all major strategies by month;
U. A detailed budget; and
V. Strategies to modify and improve the operation of the Visitor Center aimed at making it more efficient, accessible and informative to internation, national and regional visitors.

Any significant change in the Annual Business Plan shall first be approved by the City Manager.

4.2 The Contractor will conduct credible research to identify target leisure markets, brand position, messaging and related destination marketing initiatives.

They will develop and implement the research -based marketing plan for the destination focusing on le isure travelers in selected target markets. The effectiveness of key elements of the marketing plan will be measured, and supportable adjustments to future efforts will be made.

4.3 The Contractor will establish and maintain a positive relationship with small/medium/large hoteliers, vacation rentals, gay tourism, the Uptown Design District merchant’s association, the Main Street association, restaurateurs, the PSCC, significant attraction venues, the CVB, and other similar groups.

4.4 The Contractor will maintain and promote the City’s international brand- name status through press, the travel industry, and marketing efforts. They will also continue to support approximately 700 local commercial businesses catering to the tourism industry through marketing and public relations programs.

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

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47 4.6 The Contractor shall maximize marketing funds and results by leveraging increased marketing support and synergism with other principal partners, including the Convention Center and the Greater Palm Springs Convention and Visitors Bureau.

4.7 The Contractor shall establish a tracking system that identifies and measures key activities performed by the Contractor including productivity and return on investment.

4.8 The Contractor shall maintain a community relations plan that encourages stakeholder input and consensus.

4.9 The Contractor shall negotiate, execute in the name of the City and perform contracts, use agreements, licenses and other agreements that pertain to the operation, marketing or promotion of the Visitor Center and/or tourism within Palm Springs subject to those restrictions set forth in this Agreement.

4.10 The Contractor shall establish and maintain consistent procedures for cost estimating and reporting, maintenance and payment of invoices, including preparation of the Tourism Budget, a line -item budget and reports as described herein.

4.11 The Contractor shall monitor actual and projected operating expenses incurred by the Contractor in the performance of its duties under this Agreement. The Contractor will make prompt payment of all expenses from funds made available for that purpose.

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

4.13 The Contractor will maintain the Visitor Center in good condition, reasonable wear and tear excepted and continue maintenance procedures which will keep the facilities in good condition and working order, reasonable wear and tear excepted.

4.14 The Contractor will provide a Director of Tourism. It is anticipated that the current Director of Tourism will continue in that role as of the time of the Effective Date. In the event that there is a need to identify a new Director of Tourism, The Contractor shall identify and the City shall approve any selected Director of Tourism.

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

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48 4.15 The Director of Tourism and Contractor shall outreach to and involve the broad spectrum of tourism within the City, including representatives of large hoteliers, medium hoteliers, small hoteliers, vacation rentals, LGBTQ+ and diverse tourism, the Uptown Design District merchants association, the Mainstreet association, Palm Springs Hospitality Association, PS Resorts, restaurateurs, the Convention Center, significant attraction venues, arts and cultural organizations and other similar groups or persons as i dentified by the City Manager. Such outreach and involvement shall include the formation of an advisory committee by Director of Tourism consisting of representatives of this broad spectrum of tourism and City representatives to meet at least quarterly. The Director of Tourism shall refer issues to this advisory committee for comment and advice relating to the promotion of Palm Springs as a tourist destination, including, but not limited to, marketing, coordination of activities with Palm Springs businesses, the Annual Performance Review, and other responsibilities of the Contractor provided in the Agreement. In the event the City Council by ordinance or resolution establishes a committee, commission, or board to advise the City and/or the Director of Tourism on tourism matters, the Director of Tourism shall serve as Secretary, and shall provide all necessary or appropriate staff support, to such body.

SECTION 5. Welwood Murray Memorial Library

5.1 The Contractor will provide tourism and related services at the WMML during normal operating business hours, 10AM to 6PM Monday through Sunday, except Thursday operating from 10AM to 8PM, including holidays (except New Year's Day, Thanksgiving Day, and Chr istmas Day) unless otherwise modified at the discretion of the City Manager. The Contractor shall assign two employees to cover WMML operations. The Contractor staff shall arrive 15 minutes prior to opening and stay 15 minutes after closing to handle day t o-day opening/closing procedures. The City's Library Director may dedicate one City employee to be in responsible charge of the daily management of the WMML, who will oversee the Contractor’s assigned employees at the WMML.

5.2 The Contractor’s employees assigned to WMML shall share library duties in the WMML, particularly printing, computer assistance, issuing restroom keys, newspaper and magazine processing, sorting mail, cash reconciliation, and purchasing, order and stocking basic office supplies.

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

5.4 The Contractor may collect and retain revenue from printing to cover its costs for same.

5.5 The Contractor shall coordinate with the City's Library staff on the reservation and use of the Cornelia White Community Room and provide assistance Item 3B - Page 59
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49 with opening and closing the room for scheduled meetings, and for operating the City's audio and visual equipment (as required). All revenue from room rentals shall be coordinated directly with the City's Library staff.

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

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

SECTION 6. Transition Services
Prior Operator’s Duties:

6.1 Overview. Prior Operator and Contractor shall work cooperatively to transition the operation, promotion, repair and management of the Facilities to Contractor during the Transition Period.

6.2 Prior Operator to Act; Third Party Contracts. During the Transition Period, Contractor shall not take any action that binds or legally obligates Prior Operator in any respect whatsoever without Prior Operator’s prior written consent.

The City Manager may a uthorize Contractor, on a case -by-case basis, to negotiate certain contracts relating to future events at the Facilities; provided that, in such cases, only the City Manager may execute the negotiated agreement. Contractor shall not represent that it has any management authority during the Transition Period to any user of the Facilities or any other party and hereby agrees to indemnify and hold harmless the Indemnified Persons for any Losses associated with any such misrepresentation.

Contractor’s Duties:

6.3 During the transition period, the Contractor shall be subject to the terms and conditions of this Agreement,

6.4 During the Transition Period, Contractor shall implement the transition plan approved by the City Manager, which may include all or some of the following provisions:

A. The Contractor Shall develop with Prior Operator the list of Pre - Existing Agreements and establish working relationships with Contractors under the Pre-Existing Agreements.

B. The Contractor shall review, provide suggested revisions to and confer with the City on suggested revisions to the Budget.

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50 C. The Contractor shall establish and develop operating plans, practices and procedures for Facilities operations.

D. The Contractor shall start to build and develop brand marketing strategies with respect to the Facilities, for the industry.

E. The Contractor shall recruit, select and hire facility personnel and implement necessary procedures, techniques and training programs to obtain and evaluate qualified applicants.

F. The Contractor shall work in consultation with Prior Operator to ensure a smooth, orderly and harmonious employee transition.

G. The Contractor shall conduct, or assist with, relevant background checks relating to suitability standards and other matters, for potential facility personnel.

H. The Contractor shall build and implement financial reporting systems, cash management plans and event settlement
mechanisms.

I. Establish working relationships with the primary users of the Facilities to ensure that starting as of the commencement of the Management Term, Contractor is responsive to the needs of these users while still adhering to the goals of the Facilities established by Prior Operator.

J. The Contractor shall coordinate with the facility’s food and beverage and concessions operator(s).

6.5 The Contractor shall (i) assign a direct individual representative of the Contractor (the “Contractor Representative”) who will attend in-person meetings and general consultations during the transition period and (ii) to the extent necessary, marshal other resources of Contractor’s affiliates; provided that City shall reimburse the Contractor for the expenses of the Contractor Representative and any other resource that is required to travel to facilities or to meet with City, in each case as incurred in connection therewith during the transition period.

6.6 Transition Period Expenses. Contractor will pay up to the Contractor Transition Expense Contribution from the Capital Investment ($300,000) to cover the cost of its actual out -of-pocket expenses incurred during the Transition Period to effect the transitio n of management from Prior Operator to Contractor during such period based on budget submitted. Within thirty (30) days following the end of each month during the Transition Period, Contractor will submit to the City a report showing the actual out-of-pocket expenses incurred during such immediately preceding month to effect such transition of management. Any amounts incurred in excess of such Item 3B - Page 61
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51 amount and approved in writing by the City Manager will be reimbursed to Contractor, or paid by Prior Operator (as applicable).

SECTION 7. Temporary Closure of Facilities (if needed)
In the event of any partial or total closure for renovations, improvements or expansions, or natural disasters or emergencies, the Compensation shall be adjusted as follows:

7.1 Base Fee shall be unaffected as a payment to the Contractor for the outside resources needed to operate the Facility, which may change with various factors. In most cases, sales and marketing efforts will continue and some events may be produced (and eval uated for service), occupancy levels/goals can be adjusted easily enough to remove the impacted areas for calculations. The Facilities will still have to be maintained, but at reduced line -staff levels. Both operating revenues and expenses will be impacted.

7.2 Adjustment will be required to the Incentive Payments, including the performance measures and standards for the quantitative and qualitative Incentive Fees, depending on the nature of the closure, the details of which are included in Exhibit E.

7.3 If City, State or Federal, declare a state of emergency then City shall exercise full authority over the Facility and shall cooperate with Contractor during such declared emergency.

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52 EXHIBIT “B”

INSURANCE PROVISIONS

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53 INSURANCE

1.1 Types of Insurance. Contractor shall procure and maintain, the insurance described herein as an Operating Expense . 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 w hich may arise from the Contractor's performance of Work under this Agreement, including Contractor'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 Contractor 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. Contractor shall substitute at renewal any insurer whose A.M. Best rating drops below the levels specified in this Agreement. Except as otherwise authorized below for contract liability (errors and omissions) insurance, all insurance p rovided under this Agreement shall be on an occurrence basis. The minimum amount of insurance required shall be as follows:

A. Errors and Omissions Insurance . Contractor shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form contract liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) pe r occurrence and two -million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section. (1) Contractor shall either: (a) certify in writing to the City that Contractor is unaware of any contract liability claims made against Contractor and is unaware of any facts which may lead to such a claim against Contractor; or (b) if Contractor does n ot provide the certification under (a), Contractor shall procure from the contract 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 ser vices under 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, Contractor shall obtain continuing insurance coverage for the prior acts or omissions of Contractor 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 s hall 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 Item 3B - Page 64
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54 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 . Contractor 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. Contractor 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 subcontractors, if any, to do likewise under their workers’ compensation insurance policies. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form.

C. Commercial General Liability Insurance. Contractor 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 ($1,0 00,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations.

D. Business Automobile Insurance. Contractor 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. Contractor 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.

1.2 Deductibles and Self -Insured Retentions . Any deductibles or self -insured 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. Contractor 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 Contractor’s ability to pay claims for all deductible amounts and self -insured retentions proposed in excess of $10,000.

1.3 Other Insurance Requirements . The following provisions shall apply to the insurance policies required of Contractor under this Agreement:

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55 A. For any claims related to this Agreement, Contractor’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 an d its officers, council members, officials, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it.

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

Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage.

D. 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.

E. Contractor 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 Contractor’s obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement.

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

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

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

I. Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements, 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.

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

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

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

1.4 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.

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

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

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

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

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

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

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

2. INDEMNIFICATION

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

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58 EXHIBIT “C”

SAMPLE GOODS PURCHASE AGREEMENT

GOODS PURCHASE AGREEMENT [***INSERT CONTRACT
NUMBER***]
[***INSERT SUPPLIER NAME***]

This Goods Purchase Agreement (“Agreement”) is entered into this [***INSERT DAY***]day of [***INSERT MONTH***],20__ (“Effective Date”), by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and [***INSERT NAME OF SUPPLIER***] , a [***INSERT ENTITY TYPE , E.G.,

CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP, OR OTHER LEGAL ENTITY***](“Supplier”). City and Supplier are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

1. DEFINITIONS.

A. “Goods” means all machinery, equipment, supplies, items, parts, materials, labor or other services, including design, engineering and installation services, provided by Supplier as specified in Exhibit “A,” attached hereto and incorporated herein by reference.

B. “Delivery Date(s)” means that date or dates upon which the Goods is to be delivered to City, ready for approval, testing and/or use as specified in Exhibit “B,” attached hereto and incorporated herein by reference.

2. PRICES.

Unless expressly provided otherwise, all prices and fees specified in Exhibit “C,” attached hereto and incorporated herein by reference, are firm and shall not be subject to change without the written approval of City. No extra charges of any kind will be allowed unless specifically agreed to in writing by City’s authorized representative. The total price shall include (i) all federal, state and local sales, use, excise, privilege, payroll, occupational and other taxes applicable to the Goods furnished to City hereunder; and (ii) all charges for packing, freight and transportation to destination. The total amount of Compensation shall not exceed [***INSERT COMPENSATION AMOUNT IN WRITTEN FORM***] ($XX.XX).

3. TERM.

Unless earlier terminated in accordance with Section 15 of this Agreement, this Agreement shall continue in full force and effect for a period of three years, commencing on [***INSERT START DATE***] , and ending on [***INSERT END DATE***] , unless extended by mutual written agreement of the Parties.

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59 4. INSPECTIONS AND TESTS.

City shall have the right to inspect and/or test the Goods prior to acceptance. If upon inspection or testing the Goods or any portion thereof are found to be nonconforming, unsatisfactory, defective, of inferior quality or workmanship, or fail to meet an y requirements or specifications contained in Exhibit “A,” then without prejudice to any other rights or remedies, City may reject the Goods or exercise any of its rights under this Agreement. The inspection, failure to make inspection, acceptance of goods, or payment for goods shall not impair City’s right to reject nonconforming goods, irrespective of City’s failure to notify Supplier of a rejection of nonconforming goods or revocation of acceptance thereof or to specify with particularity any defect in nonconforming goods after rejection or acceptance thereof.

5. WARRANTY.

A. Supplier warrants that the Goods will be of merchantable quality and free from defects in design, engineering, material, and workmanship for a period of [***INSERT WARRANTY PERIOD***] years, or such longer period as provided by a manufacturer’s warranty or as agreed to by Supplier and City, from the date of final written acceptance of the Goods by City as required for final payment under this Agreement.

Supplier further warrants that any services provided in connection with the Goods will be performed in a professional and workmanlike manner and in accordance with the highest industry standards.

B. Supplier further warrants that all machinery, equipment, or process included in the Goods will meet the performance requirements and specifications specified in Exhibit “A” and shall be fit for the purpose intended. City’s inspection, testing, approval, or acceptance of any such machinery, equipment, or process will not relieve Supplier of its obligations under this paragraph.

C. For any breach of the warranties contained in this Section, Supplier will, immediately after receiving notice from City, at the option of City, and at Supplier’s own expense and without cost to City:

1. Repair the defective Goods;

2. Replace the defective Goods with conforming Goods, F.O.B. City’s plant, office or other location of City where the Goods was originally performed or delivered; or

3. Repay to City the purchase price of the defective Goods.

If City selects repair or replacement, any defects will be remedied without cost to City, including but not limited to, the costs of removal, repair, and replacement of the defective Goods, and reinstallation of new Goods. All such defective Goods that is so remedied will be similarly warranted as stated above. In addition, Supplier will repair or replace Item 3B - Page 70
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60 other items of the Goods which may have been damaged by such defects or the repairing of the same, all at its own expense and without cost to City.

D. Supplier also warrants that the Goods is free and clear of all liens and encumbrances whatsoever, that Supplier has a good and marketable title to same, and that Supplier owns or has a valid license for all of the proprietary technology and intellectual property incorporated within the Goods. Supplier agrees to indemnify, defend, and hold City harmless against any and all third-party claims resulting from the breach or inaccuracy of any of the foregoing warranties.

E. In the event of a breach by Supplier of its obligations under this Section, City will not be limited to the remedies set forth in this Section but will have all the rights and remedies permitted by applicable law, including without limitation, all of the rights and remedies afforded to City under the California Commercial Code.

6. CHANGES.

City, at any time, by a written order, and without notice to any surety, may make changes in the Goods, including but not limited to, City’s requirements and specifications. If such changes affect the cost of the Goods or time required for its performance , an equitable adjustment will be made in the price or time for performance or both. Any change in the price necessitated by such change will be agreed upon between City and Supplier and such change will be authorized by a change order document signed by City and accepted by Supplier.

7. PAYMENTS.

A. Terms of payment, are net thirty (30) days, less any applicable retention, after receipt of invoice, or completion of applicable Progress Milestones. Final payment shall be made by City after Supplier has satisfied all contractual requirements. Payment of invoices shall not constitute acceptance of Goods.

B. If Progress Milestones have been specified in Exhibit “B,” then payments for the Goods will be made as the requirements of such Progress Milestones are met.

Progress payments for the Goods will be made by City upon proper application by Supplier during th e progress of the Goods and according to the terms of payment as specified in Exhibit “B.” Supplier’s progress billing invoice will include progress payments due for the original scope of work and changes. Each “Item for Payment” shown in Exhibit “B” and each change order will be itemized on the invoice. Invoices for cost plus work, whether part of Exhibit “B” or a change order, must have subcontractor and/or supplier invoices attached to Supplier’s invoice. Other format and support documents for invoices will be determined by City in advance of the first invoice cycle.

C. Payments otherwise due may be withheld by City on account of defective Goods not remedied, liens or other claims filed, reasonable evidence indicating probable filing of liens or other claims, failure of Supplier to make payments properly to its subcontractors or for material or labor, the failure of Supplier to perform any of its other Item 3B - Page 71
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61 obligations under the Agreement, or to protect City against any liability arising out of Supplier’s failure to pay or discharge taxes or other obligations. If the causes for which payment is withheld are removed, the withheld payments will be made promptl y. If the said causes are not removed within a reasonable period after written notice, City may remove them at Supplier’s expense.

D. Payment of the final Progress Milestone payment or any retention will be made by City upon:

1. Submission of an invoice for satisfactory completion of the requirements of a Progress Milestone as defined in Exhibit “B” and in the amount associated with the Progress Milestone;

2. Written acceptance of the Goods by City;

3. Delivery of all drawings and specifications, if required by City;

4. Delivery of executed full releases of any and all liens arising out of this Agreement; and

5. Delivery of an affidavit listing all persons who might otherwise be entitled to file, claim, or maintain a lien of any kind or character, and containing an averment that all of the said persons have been paid in full.

If any person refuses to furnish an actual release or receipt in full, Supplier may furnish a bond satisfactory to City to indemnify City against any claim or lien at no cost to City.

E. Acceptance by Supplier of payment of the final Progress Milestone payment pursuant to Section will constitute a waiver, release and discharge of any and all claims and demands of any kind or character which Supplier then has, or can subsequently acquire against City, its successors and assigns, for or on account of any matter or thing arising out of, or in any manner connected with, the performance of this Agreement.

However, payment for the final Progress Milestone by City will not constitute a waiver, release or discharge of any claims or demands which City then has, or can subsequently acquire, against Supplier, its successors and assigns, for or on account of any matter or thing arising out of, or in any manner connected with, the performance of this Agreement.

8. SCHEDULE FOR DELIVERY.

The time of Supplier’s performance is of the essence for this Agreement. The Goods will be delivered in accordance with the schedule set forth in Exhibit “B.” Supplier must immediately notify City in writing any time delivery is behind schedule or may no t be completed on schedule. In addition to any other rights City may have under this Agreement or at law, Supplier shall pay City the sum of $[***INSERT DOLLAR AMOUNT IN WRITTEN FORM***] ($XX.XX) per item of Goods for each calendar day for which the item of Goods is unavailable beyond the scheduled delivery date(s) specified in Exhibit “B.” In the event that the Goods is part of a larger project or projects that require the Item 3B - Page 72
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62 coordination of multiple contractors or suppliers, then Supplier will fully cooperate in scheduling the delivery so that City can maximize the efficient completion of such project(s).

9. TAXES.

Supplier agrees to timely pay all sales and use tax (including any value added or gross receipts tax imposed similar to a sales and use tax) imposed by any federal, state or local taxing authority on the ultimate purchase price of the Goods provided under this Agreement. Supplier will withhold, and require its subcontractors, where applicable, to withhold all required taxes and contributions of any federal, state or local taxing authority which is measured by wages, salaries or other remuneration of its em ployees or the employees of its subcontractors. Supplier will deposit, or cause to be deposited, in a timely manner with the appropriate taxing authorities all amounts required to be withheld.

All other taxes, however denominated or measured, imposed upon the price of the Goods provided hereunder, will be the responsibility of Supplier. In addition, all taxes assessed by any taxing jurisdiction based on Supplier property used or consumed in the provision of the Goods such as and including ad valorem, use , personal property and inventory taxes will be the responsibility of Supplier. Supplier will, upon written request, submit to City written evidence of any filings or payments of all taxes required to be paid by Supplier hereunder.

10. INDEPENDENT CONTRACTOR.

Supplier enters into this Agreement as an independent contractor and not as an employee of City. Supplier shall have no power or authority by this Agreement to bind City in any respect. Nothing in this Agreement shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by the Supplier are employees, agents, contractors or subcontractors of the Supplier and not of City. City shall not be obligated in any way to pay any w age claims or other claims made against Supplier by any such employees, agents, contractors or subcontractors or any other person resulting from performance of this Agreement.

11. TITLE AND RISK OF LOSS.

Unless otherwise agreed, City will have title to, and risk of loss of, all completed and partially completed portions of the Goods upon delivery, as well as materials delivered to and stored on City property which are intended to become a part of the Goods. However, Supplier will be liable for any loss or damage to the Goods and/or the materials caused by Supplier or its subcontractors, their agents or employees, and Supplier will replace or repair said Goods or materials at its own cost to the complete sa tisfaction of City.

Notwithstanding the foregoing, in the event that the City has paid Supplier for all or a portion of the Goods which remains in the possession of Supplier, then City shall have title to, and the right to take possession of, such Goods a t any time following payment therefor. Risk of loss for any Goods which remains in the possession of Supplier shall remain with Supplier until such Goods has been delivered or City has taken possession Item 3B - Page 73
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63 thereof. Supplier will have risk of loss or damage to Supplier’s property used in the construction of the Goods but which does not become a part of the Goods.

12. INDEMNIFICATION.

A. To extent permitted by law, Supplier shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence or willful misconduct of Supplier, its officials, officers, employees, agents, subcontractors and su bconsultants arising out of or in connection with the Goods or the performance of this Agreement, including without limitation the payment of damages, attorneys’ fees and other related costs and expenses except such loss or damage which was caused by the s ole negligence or willful misconduct of the City. Supplier’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers.

B. Supplier’s defense obligation for any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers shall be at Supplier’s own co st, expense, and risk. Supplier shall pay and satisfy any judgment, award, or decree that may be rendered against City or its officials, officers, employees, agents, or volunteers, in any such suit, action, or other legal proceeding. Supplier shall reimb urse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided.

13. INSURANCE.

A. General. Supplier shall take out and maintain:

1. Commercial General Liability Insurance, of at least $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury and property damage, at least as broad as Insurance Services Office Commercial General Liability most recent Occurrence Form CG 00 01;

2. Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, of at least $1,000,000 per accident for bodily injury and property damage, at least as broad as most recent Insurance Services Office Form Number CA 00 01 covering automobile liability, Code 1 (any auto);

3. Workers’ Compensation in compliance with applicable statutory requirements and Employer's Liability Coverage of at least $1,000,000 per occurrence; and
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64 4. Pollution Liability Insurance of at least $1,000,000 per occurrence and $2,000,000 aggregate shall be provided by the Supplier if transporting hazardous materials.

5. If Supplier is also the manufacturer of any equipment included in the Goods, Supplier shall carry Product Liability and/or Errors and Omissions Insurance which covers said equipment with limits of not less than $1,000,000.

B. Additional Insured; Primary; Waiver of Subrogation; No Limitation on Coverage. The policies required under this Section shall give City, its officials, officers, employees, agents or volunteers additional insured status. Such policies shall contain a provision stating that Supplier’s policy is primary insurance and that any insur ance, self- insurance or other coverage maintained by the City or any additional insureds shall not be called upon to contribute to any loss, and shall contain or be endorsed with a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers. The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limi ts of liability.

Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shal l be provided to the parties required to be named as additional insured pursuant to this Agreement.

C. Insurance Carrier. All insurance required under this Section is to be placed with insurers with a current A.M. Best’s rating no less than A-:VII, licensed to do business in California, and satisfactory to the City.

D. Evidence of Insurance. Supplier shall furnish City with original certificates of insurance and endorsements effecting coverage required by the Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the City. All certificates and endorsements must be received and approved by the City before delivery commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

E. Subcontractors. All subcontractors shall meet the requirements of this Section before commencing work. In addition, Supplier shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

F. Freight. Supplier shall ensure that third party shippers contracted by Supplier have adequate insurance coverage for the shipped Goods.

14. LIENS.

Supplier, subcontractors and suppliers will not make, file or maintain a mechanic’s or other lien or claim of any kind or character against the Goods, for or on account of any Item 3B - Page 75
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65 labor, materials, fixtures, tools, machinery, equipment, or any other things furnished, or any other work done or performance given under, arising out of, or in any manner connected with the Agreement (such liens or claims referred to as “Claims”); and Supplier, subcontractor and suppliers expressly waive and relinquish any and all rights which they now have, or may subsequently acquire, to file or maintain any Claim and Supplier, subcontractor and suppliers agree that this provision waiving the right of Cl aims will be an independent covenant. Supplier will save and hold City harmless from and against any and all Claims that may be filed by a subcontractor, supplier or any other person or entity and Supplier will, at its own expense, defend any and all actions based upon such Claims and will pay all charges of attorneys and all costs and other expenses arising from such Claims.

15. TERMINATION OF AGREEMENT BY CITY.

A. Should Supplier at any time refuse or fail to deliver the Goods with promptness and diligence, or to perform any of its other obligations under the Agreement, City may terminate Supplier’s right to proceed with the delivery of the Goods by written notice to Supplier. In such event City may obtain the Goods by whatever method it may deem expedient, including the hiring of another contractor or other contractors and, for that purpose, may take possession of all materials, machinery, equipment, tools and appliances and exercise all rights, options and privileges of Supplier. In such case Supplier will not be entitled to receive any further payments until the Goods is delivered.

If City’s cost of obtaining the Goods, including compensation for additional mana gerial and administrative services, will exceed the unpaid balance of the Agreement, Supplier will be liable for and will pay the difference to City.

B. City may, for its own convenience, terminate Supplier’s right to proceed with the delivery of any portion or all of the Goods by written notice to Supplier. Such termination will be effective in the manner specified in such notice, will be without prejudice to any claims which City may have against Supplier, and will not affect the obligations and duties of Supplier under the Agreement with respect to portions of the Goods not terminated.

C. On receipt of notice under this Section, Supplier will, with respect to the portion of the Goods terminated, unless the notice states otherwise,

1. Immediately discontinue such portion of the Goods and the placing of orders for materials, facilities, and supplies in connection with the Goods,

2. Unless otherwise directed by City, make every reasonable effort to procure cancellation of all existing orders or contracts upon terms satisfactory to City; and

3. Deliver only such portions of the Goods which City deems necessary to preserve and protect those portions of the Goods already in progress and to protect material, plant and equipment at the Goods site or in transit to the Goods site.

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66 D. Upon termination pursuant to this Section, Supplier will be paid a pro rata portion of the compensation in the Agreement for any portion of the terminated Goods already delivered, including material and services for which it has made firm contracts which are not canceled, it being understood that City will be entitled to such material and services. Upon determination of the amount of said pro rata compensation, City will promptly pay such amount to Supplier upon delivery by Supplier of the releases of lien s and affidavit, pursuant to this Section.

16. FORCE MAJEURE
Supplier shall not be held responsible for failure or delay in shipping nor City for failure or delay in accepting Goods described herein if such failure or delay is due to a Force Majeure Event. A Force Majeure Event shall mean an event that materially a ffects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeab le delay in the issuance of permits or approvals by governmental authorities that are required for the Goods); (4) pandemics, epidemics or quarantine restrictions; and (5) strikes and other organized labor action, only to the extent such strikes and other organized labor action are beyond the control of Supplier and its subcontractors, of every tier, and to the extent the effects thereof cannot be avoided by use of replacement workers. For purposes of this section, “orders of governmental authorities,” inc ludes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. In the event of any such excused interference with shipments, City shall h ave the option either to reduce the quantity provided for in the order accordingly or to exercise its right of cancellation as set forth in this Agreement.

17. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
A. Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Supplier, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Supplier or its successor, or for breach of any obligation of the terms of this Agreement.

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

C. Covenant Against Discrimination. In connection with its performance under this Agreement, Supplier 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., p lace of origin, immigration status, cultural or linguistic Item 3B - Page 77
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67 characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Supplier shall ensure that applicants are employed, and that employees are treated duri ng 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, Supplier certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Supplier 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 Supplier 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.

18. MISCELLANEOUS PROVISIONS.

A. Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address or at such other address as the respective parties may provide in writing for this purpose:

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

To Supplier: [***INSERT SUPPLIER’S INFORMATION***]

Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate not ice on the date actual notice occurred, regardless of the method of service.

B. Assignment or Transfer. Supplier shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of the City, which will not be unreasonably withheld. Provided, however, that claims for money due or to become du e Supplier from the City under this Agreement may be assigned to a financial institution or to a trustee in bankruptcy, without such approval.

Notice of any assignment or transfer, whether voluntary or involuntary, shall be furnished promptly to the City.

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68 C. Successors and Assigns . This Agreement shall be binding on the successors and assigns of the Parties.

D. Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

E. Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.

F. Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County.

G. Attorneys’ Fees and Costs. If any action in law or equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, each Party shall pay its own attorneys’ fees.

H. Interpretation. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party.

I. No Third -Party Beneficiaries . There are no intended third -party beneficiaries of any right or obligation assumed by the Parties.

J. Authority to Enter Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement and bind each respective Party.

K. Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

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

M. City’s Right to Employ Other Suppliers . City reserves its right to employ other contractors in connection with the Goods.

N. Entire Agreement . This Agreement constitutes the entire agreement between the Parties relative to the Goods specified herein. There are no understandings, agreements, conditions, representations, warranties or promises with respect to this Agreement, except those contained in or referred to in the writing.

O. Electronic Signature . Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered Item 3B - Page 79
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69 as an original signature for all purposes and shall have the same force and effect as an original signature.

19. COMPLIANCE WITH ECONOMIC SANCTIONS IN RESPONSE TO RUSSIA'S ACTIONS IN UKRAINE.

When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N -6-22 (“Russian Sanctions Program”). As part of this complian ce process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Attachment “D” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section.

[SIGNATURES ON FOLLOWING PAGE]
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70 SIGNATURE PAGE TO GOODS PURCHASE AGREEMENT

BETWEEN THE CITY OF PALM SPRINGS
AND [***INSERT SUPPLIER’S NAME***]

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

SUPPLIER:

By Date
Signature

Date

Signature

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL: Date: Item No.

APPROVED AS TO FORM: ATTEST:

City Attorney City Clerk

APPROVED:

By Date
City Manager – over $150,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000

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71 SAMPLE GOODS PURCHASE AGREEMENT
EXHIBIT “A”

GOODS SPECIFICATIONS
[***INSERT SCOPE OF SERVICES***]

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72 SAMPLE GOODS PURCHASE AGREEMENT
EXHIBIT “B”

DELIVERY SCHEDULE
[***INSERT DELIVERY SCHEDULE***]

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73 SAMPLE GOODS PURCHASE AGREEMENT
EXHIBIT “C”

FEE SCHEDULE
[***INSERT FEE SCHEDULE***]

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74 SAMPLE GOODS PURCHASE AGREEMENT
EXHIBIT “D”

EXECUTIVE ORDER N-6-22 CERTIFICATION

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

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

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

Signature:

Printed Name:

Title:

Firm Name:

Date:

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75 EXHIBIT “D”

SAMPLE CONTRACT SERVICES AGREEMENT

CONTRACT SERVICES AGREEMENT [***INSERT CONTRACT
NUMBER***]
[***INSERT PROJECT AND/OR CONTRACTOR’S NAME***]

This Contract Services Agreement (“Agreement”) is made and entered into this [***INSERT DAY***] day of [***INSERT MONTH***], 20__, (“Effective Date”), by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and [***INSERT NAME OF CONTRACTOR***] , a [***INSERT ENTITY TYPE, E.G., CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP, OR OTHER LEGAL ENTITY***], , (“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 [***INSERT CONSULTANT TYPE***], for [***INSERT SHORT PROJECT DESCRIPTION***], (“Project”).

B. Contractor has submitted to City a proposal to provide [***INSERT SHORT DESCRIPTION OF SERVICES TO BE PROVIDED, to City 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.

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

AGREEMENT

1. 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 Item 3B - Page 86
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76 it shall perform the Work in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar c onditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern.

1.2 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”), (c ollectively 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 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; (3rd) the terms of this Agreement; and, (4th) 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. Co ntractor 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 faciliti es, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be f ully acquainted with the conditions there existing, prior to commencement of any Services. Should the Contractor discover any latent or unknown conditions that will materially affect the performance of the Services, Contractor shall immediately inform the City of such fact Item 3B - Page 87
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77 and shall not proceed except at Contractor's risk until written instructions are received from the City.

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 [***INSERT NOT TO EXCEED COMPENSATION AMOUNT IN WRITTEN FORM***] ($XX.XX) ("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 atten dance 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 performe d 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.

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:

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

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 Item 3B - Page 88
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78 such appropriations are not made, this Agreement shall automatically terminate without penalty to the City.

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 [***INSERT TIME PERIOD, E.G., WEEKS/MONTHS/YEARS***] , commencing on the Effective Date, and ending on [***INSERT AGREEMENT END DATE***] , unless extended by mutual written agreement of the Parties.

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 p eriod 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 ap proved 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 a ny 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 the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a Item 3B - Page 89
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79 municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract O fficer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstan ding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

4. COORDINATION OF WORK

4.1 Representative of Contractor . The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act in its behalf and make all decisions with respect to the Services to be performed under this Agreement: [***INSERT NAME AND TITLE OF CONTRACTOR’S
REPRESENTATIVE***]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 Contractor and devoting sufficient time to personally supervise the Services performed hereunder.

The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer.

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

4.3 Prohibition Against Subcontracting or Assignments . The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement.

Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provisions making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreem ent shall create any contractual relationships between any subcontractor and City. All persons engaged in the Work will be considered employees of Contractor. City will deal directly with and will make all payments to Contractor. 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 Item 3B - Page 90
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80 the prior written consent of City. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Contractor or any surety of Contractor from any liability under this Ag reement without the express written consent of City.

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

A. During the performance of this Agreement, Contractor 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 Contractor shall at all times be under Contractor’s exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Contractor or any of its officers, employees, or agents, except as set forth in this Agreement. Contractor, 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 Contractor’s employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Contractor 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 pur pose be deemed to be a partner of Contractor in its business or otherwise a joint venturer or a member of any joint enterprise with Contractor.

B. Contractor 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 Contractor, its officers, employees, or agents in connection with any performance under this Agreement. Except for contract fees paid to Contractor as provided for in this Agreement, City shall not pay salaries, wag es, or other compensation to Contractor for the performance of Services under this Agreement.

City shall not be liable for compensation or indemnification to Contractor, 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 Contractor’s officers, employees, servants, representatives, subcontractors, or agents, Contractor shall indemnify City for all such financial obligations.

4.5 California Labor Code Requirements.

A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage Item 3B - Page 91
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81 rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be man datory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).

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

5. INSURANCE

5.1 Types of Insurance. Contractor shall procure and maintain, at its sole cost and expense, the insurance described herein. The insurance shall be for the duration of this Agreement and includes any extensions, unless otherwise specified in this Agreement. The insurance shal l be procured in a form and content satisfactory to City.

The insurance shall apply against claims which may arise from the Contractor's performance of Work under this Agreement, including Contractor'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 Contractor 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. Contractor shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified in this Agreement. Except as otherwise authorized below for contract 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 . Contractor shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form Item 3B - Page 92
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82 contract 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) Contractor shall either: (a) certify in writing to the City that Contractor is unaware of any contract liability claims made against Contractor and is unaware of any facts which may lead to such a claim against Contractor; or (b) if Contractor does not provide the certification under (a), Contractor shall procure from the contract 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 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, Contractor shall obtain continuing insurance coverage for the prior acts or omissions of Contractor during the course of performing Services under the terms of this Agreem ent.

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 . Contractor 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. Contractor 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 e ach of its subcontractors, if any, to do likewise under their workers’ compensation insurance policies. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form.

83 ($2,000,000.00) general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations.

D. Business Automobile Insurance . Contractor 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.

5.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured 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. Contractor 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 Contractor’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 Contractor under this Agreement:

A. For any claims related to this Agreement, Contractor’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 Contractor’s insurance and shall not contribute with it.

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

D. No required insurance coverages may include any limiting Item 3B - Page 94
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84 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.

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 Contractor’s obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement.

Contractor 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. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the Project will be submitted to the City for review.

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

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.

K. Contractor agrees to provide immediate notice to City of any claim or Item 3B - Page 95
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85 loss against Contractor 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.

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

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

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

Item 3B - Page 96
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86 D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers.

6. INDEMNIFICATION

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

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

6.2 Design Contract Services Indemnification and Reimbursement.

If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of Item 3B - Page 97
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87 competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.

7. REPORTS AND RECORDS

7.1 Accounting Records . Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and 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. Contractor 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. Contractor acknowledges that the City is greatly concern ed about the cost of the Work to be performed under this Agreement. For this reason, Contractor agrees that Contractor shall promptly notify the Contract Officer the estimated increased or decreased cost if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services. If Contractor is providing design services, Contractor shall promptly notify the Contract Officer the estimated increased or decreased cos t for the project being designed if Contractor 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 Contractor, its employees, subcontractors, 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. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights o f 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 Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all resulting damages. Contractor may retain copies of such documents for their own use. Contractor shall have an unrestricted right to use the concepts embodied tin this Agreement.

Contractor shall ensure that all its subcontractors shall provide for assignment to City of any documents or materials prepared by them. In the event Contractor fails to secure such assignment, Contractor shall indemnify City for all resulting damages.

7.4 Release of Documents . All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. All information gained by Contractor in the performance of this Item 3B - Page 98
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88 Agreement shall be considered confidential and shall not be released by Contractor 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, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and docu ments 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 Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

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

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

A. If the City Manager, or his designee, determines that Contractor is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Contractor in writing of such default. Contractor shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Contractor fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agree ment, 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. Contractor shall be liable for all reasonable costs incurred by City as a result of such default. Compliance Item 3B - Page 99
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89 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 3.2.

B. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.3(A), take over the work and prosecute the same to completion by contract or otherwise. The Contractor 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 Contractor 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 Contractor shall not limit Contractor’s liability for completion of the Serv ices 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, o r 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 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, remedy or recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.

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 contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment ente red in such proceeding.

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90 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 Contractor, 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 Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.

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

9.3 Covenant Against Discrimination . In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”).

Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading , demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non - discrimination in city contracting.

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 Contractor against patent or copyright infringement, statutory or otherwise:

A. It is agreed that Contractor 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 Contractor shall pay all costs and damages finally awarded in any such suit or claim, provided that Contractor is promptly notified in writing of the suit or claim and given authority, Item 3B - Page 101
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91 information and assistance at Contractor’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 Contractor. However, Contractor 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 Contractor when it is such use in combination which infringes upon an existing U.S. letters patent or copyright.

B. Contractor 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 Contractor’s expense. Contractor shall not be obligated to indemnify City under any settlement that is made without Contractor’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, Contractor, 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 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, and instant messages ar e not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows:

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

To Contractor: [***INSERT CONTRACTOR’S CONTACT
INFORMATION***]

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

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92 10.4 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties.

10.5 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.

10.5 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 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 o f any other Agreement to which the Party for which he or she is signing is bound.

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

10.10 Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N -6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any Item 3B - Page 103
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93 subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section.

[SIGNATURES ON NEXT PAGE]

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94 SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND [***INSERT CONTRACTOR’S NAME***]

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

CONTRACTOR:

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

Date: Date:

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: ___ __ Item No.

APPROVED AS TO FORM: ATTEST:

By: ___________________________ By: _______________________________ City Attorney City Clerk

APPROVED:

Bye: ________________________________ Date:

City Manager – over $150,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000

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SAMPLE CONTRACT SERVICES AGREEMENT
EXHIBIT “A”

SCOPE OF SERVICES

[***INSERT SCOPE OF SERVICES***]

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SAMPLE CONTRACT SERVICES AGREEMENT
EXHIBIT “B”

SCHEDULE OF COMPENSATION

[***INSERT COMPENSATION SCHEDULE***]

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SAMPLE CONTRACT SERVICES AGREEMENT
EXHIBIT “C”

EXECUTIVE ORDER N-6-22 CERTIFICATION

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

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

Signature:

Printed Name:

Title:

Firm Name:

Date:

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EXHIBIT “E”

INCENTIVE FEE BENCHMARKS AND CALCULATIONS

Contractor has the opportunity to earn up to 150% of their Base Fee (i.e., $375,000 in 2025) on an annual basis in the following way:

Table 1.1 Overall Incentive Breakdown
Incentive Type Percentage
1 Quantitative 60% (or up to $225,000)
2 Qualitative 40% (or up to $150,000)

“Quantitative” relates to measurable goals in both revenues and occupancies.

“Qualitative” relates to measurable goals, but based on metrics other than revenues and occupancies.

The Incentives are further broken down into subcategories, each with percentages indicating the relative importance to performance of each score. See Table 1.2 below.

Table 1.2 Detail of Incentive Breakdown

Incentive Metric Percent of Total
1 Quantitative
1a.

Gross Revenue
Performance in Approved
Budget for fiscal year

Revenue Categories 40% (or up to $150,000)
1b. Event Bookings Leads and Occupancy 20% (or up to $75,000)

Subtotal $225,000

2. Qualitative
2a. Client Survey Respondents’ Scores 15% (or up to $56,250)

2b. Annual Asset Inspection Quality of Care 10% (or up to $37,500)

2c.

Coordination with Designers/
Contractors

Public Works Review 5% (or up to $18,750)

2d.

Annual Business Plan
Results

Economic Development
Review
10% (or up to $37,500)

Subtotal $150,000

TOTAL Potential Incentive Above Base Fee $375,000

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Contractor could earn up to $375,000 in incentive fees in addition to the Base Fee of $250,000, for a total all-in fee of $625,000 annually. In future years, the Base Fee will inflate by $19,250 and the subsequent values of the incentives will increase accordingly.

The annual Base Fee will be paid monthly from the City General Fund, and incentive fees will be calculated annually and paid annually at the end of the agreed upon performance year. There are stipulations in the contract that detail what would occur in the event the Contractor and the City disagree on incentive performance.

If the expansion project is not substantially completed by the start of Year 3, then the parties agree to a meet and confer to re-establish the incentive criteria to better reflect operation of the building during construction and partial closure upon mutual agreement.

Quantitative Rating Factors:
1a Gross Revenue Performance (Worth up to 40% of Base Fee) To qualify for this specific category, Operator must meet or surpass the annual gross revenue operating number as provided in the approved budget for the fiscal year. If the operator meets or exceeds the budgeted annual operating gross revenue number, operator shall receive an incentive fee based on surpassing the benchmark and landing in one of the categories listed below:

$0 to $100,000 20% of Base Fee
$100,001 to $200,000 25% of Base Fee
$200,001 to $300,000 30% of Base Fee
$300,001 to $400,000 35% of Base Fee
Over $400,000 40% of Base Fee

1b Event Bookings (Worth up to 20% of Base Fee)
Year 1 Complete Client List - Qualified Leads including the targeted markets of Corporate, Technology, Health & Fitness and
National/Regional and State Association business.

10% of Base Fee (pass/fail)

Booking Activity – Place 40 new and potential events on the booking calendar for any year in the targeted markets
10% of Base Fee (pass/fail)

Year 2: Booking Activity - Place 60 new and potential events on the booking calendar for any year in the targeted markets

10% of Base Fee (pass/fail)

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Lead Conversion - Achieve 20% conversion rate (tentative to definite) of new and potential events on the booking calendar potential. Report on the conversion activity in all event categories including the targeted markets (Corporate,
Technology, Health & Fitness and National/Regional and
State Association business) and Community/City use.

10% of Base Fee (pass/fail)

Years 3-5: Booking Activity - Place eighty (80) new and potential events on the booking calendar in the targeted markets

8% of Base Fee (pass/fail)

Exhibit Hall usage in gross square foot days (GSFD) -

Year 3: 50% Occupancy in GSFD
Year 4: 55% Occupancy in GSFD
Year 5: 60% Occupancy in GSFD

4% of Base Fee (pass/fail)

Qualitative Rating Factors:

2a. Client Survey Responses (Worth up to 15% of Base Fee)

Evaluated categories for fee calculations:

1. Facility condition and amenities

2. Staff services and communication

3. Contractor services and communications

4. Adjustment for construction impact

5. Pricing, quality, and value

Rating Scale 1-5:

Average score below 4.0 No incentive Fee
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Average score between 4.0 - 4.5 12% of Base Fee
Average score above 4.5 15% of Base Fee

Evaluated categories for research data only:

6. Hotel availability, quality, price, service and communications

7. Destination features and amenities
a. Dining
b. Shopping
c. Attractions and activities
d. Transportation
[Note: Final client survey to be prepared and presented for review and approval by Effective Date]

2b. Annual Asset Inspection (Worth up to 10% of Base Fee)

Rating Scale 1-5:

Average score below 4.0 No incentive Fee
Average score between 4.0 - 4.5 8% of Base Fee
Average score above 4.5 10% of Base Fee

Inspection Report prepared by independent entity to include:

1. Building Condition
a. Front of House
b. Meeting Rooms
c. Ballrooms
d. Exhibit Halls
e. Back of House
f. Exterior Walls & Roof
g. Parks, Walkways and Landscape, Drives and Service Yard

2. Building Systems
a. Lighting
b. Audiovisual
c. Technology & Security
d. Building Automation

3. Equipment
a. Event Furniture
b. Maintenance & Material Handling
c. Food & Beverage

4. Capital R&M Projects
a. Completion - Time, Budget, Quality

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2c. Coordination with Facility and Connector Designers/Contractors (Worth up to 5% of Base Fee)
During facility renovation and expansion, Operator will be expected to successfully coordinate and manage all event related activity while coordinating with the Architect, GC and its vendors to assure optimal facility performance and client satisfaction.
5% of Base Fee (pass/fail)
As determined by City Public Works Director
2d. Annual Business Plan Results (Worth up to 10% of Base Fee) Four ratings for each category (Excellent, Good, Fair, Poor) Incentive based only on achieving “Excellent” rating per category As determined by City Economic Development Director
Provide a report and presentation on the results achieved in the prior year.

Topics should include:
• Marketing activities
• Sales activities and results
• Building use by event category and highlights
• Community impact
• Economic impact from PSCC events
• Capital Repairs, Maintenance and Improvements
• Fiscal results
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55575.38285\43974907.1

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

Signature:

Printed Name:

Title:

Firm Name:

Date:

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55575.38285\43974907.1
Exhibit G
Local and Community Non-Profit Event Use Policy Objectives

1. Use by local and community non-profit groups headquartered in the City

2. Hold dates up to 12 months from event but subject to loss of date for confirmed and paid events until 3 months ahead of hold date at which time the non-profit event shall be confirmed, unless the City Manager determines it is in the City’s best interest to move the community event to another date to ensure a profitable event is not lost.

3. Subject to Booking, Scheduling and Pricing Policy to be drafted by Contractor by end of Transition Period and include local and community non-profit provisions

4. Based on Size of Event on case-by-case basis:
- Rent: Reduced cost or waiver of fees
- Staffing: At cost
- Services: Building in-house services reduced cost or waiver of fees Outside services at reduced rates
- Insurance: Small events covered by a “small event” umbrella policy - Approval: By General Manager

5. Contractor will work to reduce or limit costs for local and community non-profit groups in any Labor Harmony Agreement referenced in Section 23(d) Item 3B - Page 115

ATTACHMENT B

Item 3B - Page 116
67 This document and its terms and conditions constitute confidential and proprietary information of Oak View Group and its affiliates and shall be maintained as confidential. This document or its contents may not be disclosed to any third party, without the express written consent of Oak View Group.

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principal Place of Business)

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

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

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

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust, or other entity
________________________  Officer  Director  Member  Manager
[name]  General Partner  Limited Partner
Other
___________________________
_______________________________  Officer  Director  Member  Manager
[name]  General Partner  Limited Partner
 Other
__________________________
________________________________  Officer  Director  Member  Manager
[name]  General Partner  Limited Partner
 Other
__________________________
Global Spectrum L.P. d/b/a OVG360
5050 S. Syracuse St., 8th Floor, Denver, CO 80237
128 S Palm Canyon Dr, Palm Springs, CA 92262
X
X
Brian Rothenberg
Ken Gaber
X
Maryland
X
Item 3B - Page 117
68 This document and its terms and conditions constitute confidential and proprietary information of Oak View Group and its affiliates and shall be maintained as confidential. This document or its contents may not be disclosed to any third party, without the express written consent of Oak View Group.

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

EXAMPLE

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

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

Signature of Disclosing Party, Printed Name, Title Date 4/22/2025
Peter Zingoni, SVP, Business Development
Spectra US, LLC 100%, Oak View Group
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ATTACHMENT C

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Item 3B - Page 124
Item 3B - Page 125
Item 3B - Page 126
Item 3B - Page 127
Item 3B - Page 128

CITY COUNCIL STAFF REPORT
D
ATE: JULY 21, 2025 BUSINESS & LEGISLATIVE
SUBJECT: CITY OF PALM SPRINGS REVISED AB 1600 REPORT AND FIVE-YEAR REPORT (COLLECTIVELY, THE “REVISED REPORT”) FOR FISCAL
YEAR 2023-24
F
ROM: Scott C. Stiles, City Manager
BY: D
epartment of Finance and Treasury
SUMMARY:

The C
ity is required by Government Code section 66006(b) (the Mitigation Fee Act commencing with section 66000 et seq., the “Act”) to annually prepare the AB 1600 report for the prior fiscal year concerning the activity of the City’s development project fees. The five-year continued findings report required pursuant to Government Code section 66001(d) is required for each fund which contains unexpended funds for the fifth fiscal year and every five years thereafter. Staff is presenting revised reports to the City Council for review and approval.

RECOMMENDATION:

R
eview and approve the City’s Revised Reports for Fiscal Year 2023- 24 (Attachment A).

STAFF ANALYSIS:

T
he original Fiscal Year 2023- 24 AB 1600 report was posted on the City’s website on December 27, 2024, and was approved at the January 8, 2025, City Council meeting.

However, staff has identified the need to revise certain provisions in the reports based upon updated information. While staff do not believe the revised reports require additional City Council approval, staff recommend out of an abundance of caution and transparency that the City Council review and approve the revised reports. To that end , sta ff have provided written notice to any interested parties having requested such notice and present the attached revised reports to this staff report for City Council review and approval.

ALIGNMENT WITH STRATEGIC PLANNING:

Thi
s item aligns with the City Council’s Broad Goal of Financial and Organizational Well- Being.

Item 3C - Page 1
City Council Staff Report
July 21, 2025 -- Page 2
Revised AB 1600 Report and Five-Year Report for Fiscal Year 2023-24

FISCAL IMPACT:

There is no fiscal impact associated with the Revised Report.

REVIEWED BY:

Department Director: Kristopher J. Mooney
City Manager: Scott Stiles

ATTACHMENTS:

A. Revised AB 1600 report and five-year report for Fiscal Year 2023-24

Item 3C - Page 2

ATTACHMENT A

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55575.17003\43848081.1
1 Government Code Section 66001 Five Year Continued Findings Report For Fiscal Year Ended June 30, 2024
The five year continued findings report required pursuant to California Government Code section 66001(d) of the Mitigation Fee Act is required for each fund which contains unexpended funds for the fifth fiscal year and every five years thereafter. Therefore, not all funds included in the annual report required pursuant to Government Code section 66006(b) will be included in this report.

Special Development Fund, Fund 123
Purpose of the Fee: Special Development Fees are assessed on new development in the Arenas Canyon area as defined by PSMC Chapter 9.69. Special Development Fees are assessed by type of development in the Arenas Canyon area in proportion to the costs of projects needed to be constructed due to such development for flood control and storm drainage, road and bridge, and fire protection.

The City believes it has collected sufficient funding for its share of the project costs and intends to stop collecting the Special Development Fee. The City will continue to complete the annual, and if required, five- year reporting until all Special Development Fee funds have been spent.

Relationship between the Fee and its Purpose:

I. New development has continued to impact the need for new and increased capacity of existing City facilities such as flood control and storm drainage facilities, and roads and bridges due to increased development of impervious structures (e.g., residential and non-residential structures, parking lots, sidewalks, etc.) which lead to increased water runoff during storm events and daily irrigation of property. New development also continues to contribute to additional vehicles needing to access to critical roadways and bridges in areas that are impacted during storms events and flooding. Finally, new development of continues to increase the population of the City with new residents from residential development.

II. The South Palm Canyon Drive bridge project intended to be constructed has not been commenced to date due to various challenges from community stakeholders. The City Council is actively attempting to resolve the community concerns and is prepared to move forward with construction, subject to compliance with all environmental review requirements. It is expected project approval to proceed with the bridge’s construction will be established in June 2025.

III. There is still a need to construct the South Palm Canyon bridge as a result of new development to circumvent flooding from the Arenas Canyon area onto South Palm Canyon Drive during heavy rainfall.

IV. Currently the City plans to fund its portion of the costs of the new bridge on South Palm Canyon Drive with the full balance in the Special Development Fund.

Sources and Amounts of Anticipated Funding:

Project: Bridge at Arenas Canyon South – City Project 06-18 Source of
Anticipated Funding
Amount of
Anticipated
Funding
Approximate Date
Construction will
Commence
Development Fee $2,147,444 June 2026
Local Measure A
Funds $868,260 June 2026
Special Gas Tax
(SB1) $325,253 June 2026
State of California’s
Highway Bridge
Program $9,611,924 June 2026
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2 Estimated Total $12,952,881

Approximate Dates Anticipated Funding to be Deposited:

The City believes it has collected sufficient funding to pay for its portion of the costs of the South Palm Canyon Drive bridge. As such, the City is no longer imposing and collecting the Special Development Fee.

Drainage Construction, Fund 135

Purpose of the Fee: Drainage fees are assessed on new construction for the purpose of building and maintaining drainage and flood control.

Relationship between the Fee and its Purpose:

I. New development continues to impact the need for new and increased capacity of existing City facilities such as drainage and flood control facilities due to increased development of impervious structures (e.g., residential and non-residential structures, parking lots, sidewalks, etc.) which lead to increased water runoff during storm events and daily irrigation of property.

II. Some facilities have been completed to date. There are also other projects currently in progress and these projects are expected to be completed by June 2026.

III. There is still a need to construct and complete the drainage line to help with flooding in select areas throughout the City.

IV. Funds will be used to complete the construction of storm drain line 20.

Sources and Amounts of Anticipated Funding:

Project: Storm Drain Line 20 – City Project 19-15

Source of
Anticipated
Funding

Amount of
Anticipated
Funding
Approximate
Date
Construction
will be
Completed
Development
Fee

$0 June 2025
Estimated
Total

Development impact fees are the only funding source planned for these projects. There are no other funding sources planned at this time.

Approximate Dates Anticipated Funding to be Deposited:

The City has collected sufficient funding for the storm drain line 20 project, construction has already commenced and is nearly completed with an expected project completion date of this June 2025.

Public Arts In-Lieu Fee, Fund 150

The Public Arts requirement is not a development impact fee, and the voluntary election to pay a fee in-lieu of satisfying the Public Arts requirement is similarly not a development impact fee. However, the City has elected to voluntarily include the Public Arts fund in its annual and five year reporting requirement for the purpose of transparency.

Purpose of the Fee: The City’s development standards require certain new and re-construction projects to provide public art or, alternatively, pay a fee in-lieu of such requirement to be used for developing and maintaining the City’s visual arts program.

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3 Relationship between the Fee and its Purpose:

I. Funds have been collected to pay for art pieces installed throughout the City of Palm Springs to foster community engagement, promote social commentary and awareness, and provide beautification throughout the City that enhances the environment and unique character of the City of Palm Springs. New development risks diluting these benefits and potentially erasing the benefits received from public art. As such, new development is required to mitigate its impact by providing public art or, alternatively, paying an in-lieu fee to be used by the City for providing such art.

II. Individual projects are listed below with the expected date to begin in FY2025.

III. There is still a need to expand art within the City of Palm Springs to maintain the same level of public art in light of new development. Public art is necessary to encourage community participation, attract visitors, boost economic development, and foster cultural partnerships, aiming to grow the City of Palm Springs’ identity as an innovative and creative community.

IV. Funds will be used to complete the projects listed below.

Sources and Amounts of Anticipated Funding:

Source of
Anticipated
Funding

Project

Amount of
Anticipated
Funding
Approximate
Date
Construction
will be
Completed
In-Lieu Fee
Thompson
Hotel Art

$192,710
June 2026
In-Lieu Fee Beautiful
Shade Project

$80,000
June 2026
In-Lieu Fee Pride
Monument
$125,000
June 2026
In-Lieu Fee AIDS
Monument
$70,000
June 2026
In-Lieu Fee Wyatt Mural $100,000 June 2026
In-Lieu Fee Art Pad Base
Repair
$25,000
June 2026
In-Lieu Fee Artscape’s in
Parks – JOJ
$50,000
June 2026
In-Lieu Fee Artscape’s in
Parks –
Victoria
$50,000
June 2026
In-Lieu Fee Art Engineer $25,000 June 2026
In-Lieu Fee Pop Art Park $26,855 June 2026
In-Lieu Fee Public Art
Inventory
$35,000
June 2026
In-Lieu Fee Plaques/QR
Codes
$20,000
June 2026
In-Lieu Fee Repairs and
Maintenance
$25,000
June 2026
In-Lieu Fee ECO Art
Walk/Horses
$10,000
June 2026
Estimated
Total
$834,565

Approximate Dates Anticipated Funding to be Deposited:

The City has collected sufficient funding to complete some of the projects referenced above and the installation of such projects is scheduled to commence throughout fiscal year 2025-26. The remaining funds anticipated to Item 3C - Page 6
55575.17003\43848081.1

4 complete the remaining projects is expected to be collected by June 2026. However, as this is an in-lieu fee only applicable if the property owner/applicant voluntarily elects to pay the fee in-lieu of installing public art, there are no public facilities subject to this fee for which the City can anticipate funding. The decision to pay the in-lieu fee is a decision left to the property owner/applicant and is not controlled by the City. However, the City continues to monitor development activity, in-lieu funds available, and planned art installations and uses as sufficient funding is collected.

Item 3C - Page 7
55575.17003\43848082.1

1 Government Code Section 66006 Annual Report
For Fiscal Year Ended June 30, 2024

Special Development Fund, Fund 123

Description of Fee: Special Development Fees are assessed on new development in the Arenas Canyon area as defined by PSMC Chapter 9.69. Special Development Fees are assessed by type of development in the Arenas Canyon area in proportion to the costs of projects needed to be constructed due to such development for flood control and storm drainage, road and bridge, and fire protection.

Amount of Fee: The fee is $4,478.42 per acre.

Reconciliation of Fund Balance:

Beginning Fund Balance $2,061,120
Revenues:

Developer Fees Collected - Investment Income Earned $86,323
Expenditures:

Capital Projects -
Ending Fund Balance $2,147,444

Public Improvements Fees Were Expended for Fiscal Year 2023-24:

No development impact fees were expended for public improvements during Fiscal Year 2023-24.

Approximate Dates of Construction of Certain Public Improvements:

Sufficient funds have been collected for planned public improvements at this time for City Project Number 06-18 South Palm Canyon Drive Low Water Crossing Bridge at Arenas Canyon South, with the approximate date of construction to commence fiscal year 2026.

Description: South Palm Canyon Drive is subject to flooding from Arenas Canyon and has been subject to closure at times during past heavy storms. As the only access point into the south Palm Springs area, maintaining access is an important public health and safety issue. The City has proposed the construction of a new bridge to circumvent flooding, allowing residents a safe passage into and out of the Arenas Canyon area. A portion of the funding will come from Cal Trans and federal highway bridge program funds with an estimated total cost of approximately $13 million. The fund balance totaling $2,147,444 is anticipated to be fully utilized for the construction of the bridge. City staff has brought the project back to City Council on April 9, 2025, for public comment and to request authorization to bid and the City Council decided to table the project for 60 days to allow for community meetings and feedback for the neighborhoods impacted by the development of the bridge. City staff will bring the item back to City Council in June 2025 to request an authorization to bid.

At this stage the City is prepared to move forward with construction, subject to compliance with all environmental review requirements. The City believes it has collected sufficient funding for its share of the project costs and intends to stop collecting the Special Development Fee. The City will continue to complete the annual, and if required, five- year reporting until all Special Development Fee funds have been spent.

No applicable projects were identified in the previous report. Therefore, there are no applicable public improvements that approximate construction dates were provided from a prior year report for the City to reference and comply with.

Interfund Transfers and Loans:

There were no interfund transfers or loans made during Fiscal Year 2023-24.

Refunds:

There were no refunds made to any individuals or entities during Fiscal Year 2023-24.

Item 3C - Page 8
55575.17003\43848082.1

2 Government Code Section 66006 Annual Report
For Fiscal Year Ended June 30, 2024

Drainage Construction, Fund 135

Description of Fee: Drainage fees are assessed on new construction for the purpose of building and maintaining drainage and flood control.

Amount of Fee: Per acre fee based on region ranging from $4,898.47 to $10,961.65 (Excludes the Arenas Canyon area).

Reconciliation of Fund Balance:

Beginning Fund Balance $2,491,617
Revenues:

Developer Fees Collected $209,452
Investment Income Earned $105,398
Expenditures:

Capital Projects $(913,191)
Ending Fund Balance $1,893,276

Public Improvements Fees Were Expended for Fiscal Year 2023-24:

Improvement
Description Expenditures
% of Cost Funded
with Impact Fees
Approximate Date
Construction will be
completed
Line 20 $913,191 100%
End of Fiscal Year
2025

No other development impact fees were expended for public improvements during Fiscal Year 2023-24. The City continues to accumulate the funds needed to complete Improvement Line 20.

Storm Drain Line 20 was identified by Staff as the City's highest priority to help with flooding in select areas and consists of approximately 5,355 linear feet of reinforced concrete pipe and supporting structures. Line 20 is located along Farrell Drive between Tahquitz Canyon way and Ramon Road, as well as along Ramon Road between Farrell Drive and El Cielo Road. The City's Master Drainage Plan was established in 1982 by Riverside County Flood Control (RCFC) & Water Conservation District. The City's Master Drainage Plan is implemented jointly with RCFC through property tax assessments and revenues generated by the City through developer impact fees (drainage fees).

Approximate Dates of Construction of Certain Public Improvements:

With the exception to the improvements identified above, sufficient funds have not been collected for planned public improvements at this time. As such, there are no additional approximate dates of construction for other public improvements identified at this time.

Interfund Transfers and Loans:

There were no interfund transfers or loans made during Fiscal Year 2023-24.

Refunds:

There were no refunds made to any individuals or entities during Fiscal Year 2023-24.

Item 3C - Page 9
55575.17003\43848082.1

3 Government Code Section 66006 Annual Report
For Fiscal Year Ended June 30, 2024

Public Arts In-Lieu Fee, Fund 150

Description of Fee: The City’s development standards require certain new and re-construction projects to provide public art or, alternatively, pay a fee in-lieu of such requirement to be used for developing and maintaining the City’s visual arts program.

Amount of Fee: Commercial/Industrial land uses – one half of one percent (0.5%) based on structure value; Residential land uses – one quarter of one percent (0.25%) based on structure value.

Reconciliation of Fund Balance
Beginning Fund Balance $1,434,864
Revenues:

In-Lieu Fees Collected $239,476
Investment Income Earned $26,319
Expenditures:

Capital Projects & Expenses $(910,399)
Ending Fund Balance $790,260

Public Improvements Fees Were Expended for Fiscal Year 2023-24:

Improvement Description
Expenditures
FY2023-24
Future
Improvements
(See Chart
Below)
% of Cost
Funded
with In-Lieu
Fees
Approximate
Date
Construction
will Commence
Acquisitions:
“Steel Crawler” Sculpture $52,166 100%
“The Only Other Thing Is Nothing”
Sculpture $43,500
100%
“Palm Springs Renewable Energy
History” Artwork $375,000
100%
“The Pillars of Palm Springs”
Sculpture $291,000
100%
Utility Box Projects $1,000 100%
Total Acquisitions $762,666 100%
Operation Costs:

Red Dragon Artwork Grant $5,000
Insurance $3,567 100%
Administrative Costs $18,444 100%
Repairs and Maintenance $9,000 100%
Specialized Equipment $6,545 100%
Palm Springs Art Museum Sponsorship $75,000 100%
Total Operation Costs: $117,556
Total $880,222
Future Projects
Future
Expenditures
% of Cost
Funded
with In-Lieu
Fees
Approximate
Date
Construction
will Commence
Item 3C - Page 10
55575.17003\43848082.1

4 Thompson Hotel Art Fund
Reimbursement Request $192,710 See Below
See
belowFY2025
Beautiful Shade Project $80,000 100% June2025
Pride Monument $125,000 See Below June2025
AIDS Monument $70,000 See Below
Delayed see
belowFY2025
Wyatt Mural $100,000 100%
Delayed see
belowFY2025
Art Pad Base Repair $25,000 100% March2025
Artscape’s in Parks – JOJ $50,000 100% March2025
Artscape’s in Parks – Victoria $50,000 100% March2025
Art Engineer $25,000
100% On call services
ongoingFY2025
Pop Art Park $26,855 100% November2024
Public Art Inventory $35,000 100% DelayedFY2025
Plaques/QR Codes $20,000 100% March2025
Repairs and Maintenance $25,000 100% July 20242025
ECO Art Walk/Horses $10,000 100% April2025
Total $834,565

Approximate Dates of Construction of Certain Public Improvements:

Sufficient funds have been collected for planned public art installations at this time. The approximate date of such installations has been provided above. There are no additional approximate dates of installations identified at this time.

Thompson Hotel Art Fund: Artwork was installed and paid for by the Thompson Hotel, and they have requested The City reimburse them for their art installation fees. Payment is anticipated to be made to Thompson Hotel FY2025.

Pride Monument: The Pride Committee is fundraising for donations to assist with creating this artwork. The amount of fundraising funds is not known as of the date of this report.

AIDS Monument: The AIDS Committee is fundraising for donations to assist with creating this artwork. The amount of fundraising funds is not known as of the date of this report.

Wyatt Mural: Project has been delayed due to the death of the artist. The City is working with the family trust to move forward.

No applicable projects were identified in the previous report.. Therefore, there are no applicable projects that approximate dates were provided from a prior year report for the City to report.

Interfund Transfers and Loans:

There were no interfund transfers or loans made during Fiscal Year 2023-24.

Refunds:

There were no refunds made to any individuals or entities during Fiscal Year 2023-24.

Item 3C - Page 11
55575.17003\43848082.1

5 Government Code Section 66006 Annual Report
For Fiscal Year Ended June 30, 2024

Wastewater Treatment, Fund 420

Description of Fee: Sewer connection fees are assessed to recover the costs of connecting a structure or project to the City’s wastewater system and to pay for the costs of wastewater infrastructure needed to serve the person or property being charged through its share of a buy-in fee which reimburses the rate payors for its costs already incurred to construct the wastewater treatment plant.

Amount of Fee: Residential - $1,006 / dwelling unit

Commercial Industrial - Variable
Rates
Commercial and Industrial Units $100/Fixture
Unit Hotel Room Without Kitchen $343/Unit
Hotel Room With Kitchen $663/Unit
Recreational Vehicle Space $246/Space
Properties Adjacent to City $2,102/Unit
Sewer Street Main Charge $16/Foot

Reconciliation of Fund Balance:

Beginning Fund Balance $7,752,919
Revenues:

Sewer Fees Collected $143,643
Investment Income Earned $13,718

Expenditures:

Capital Projects $(4,889,827)
Ending Fund Balance $3,020,453

Public Improvements Fees Were Expended for Fiscal Year 2023-24:

Improvement Description

Expenditures
Future
Improvements
% of Cost
Funded
with
Sewer
Fees
Sewer Fees
Used
Approximate
Date
Construction
will/has
Commenced
01-11 Indian Canyon Widening
over UPRR and Sewer Line
Extension $1,375,302 $13,000,000 100% $1,375,302 January 2025
Phase 1 and May
2025 Phase 2
21-07 WWTP Digester No. 2,
Gas Flare Improvements,
Filtrate Pump Station Upgrades $186,154 $754,549 100% $186,154 July 2022 21-05 WWTP Sludge Drying
Beds $3,328,333 $3,839,628 100% $3,328,333 July 2023
21-06 WWTP demolition of
Abandoned Headworks,
Primary Clarifier, Sand Filter $38 $3,685,500 100% $38 October 2025 Total $4,889,827 $21,279,677 $4,889,827

The City continues to accumulate needed funds for certain projects while some projects have accumulated sufficient funds. Additionally, the buy-in fee collected reimburses the rate payors for its costs already incurred to construct the Item 3C - Page 12
55575.17003\43848082.1

6 wastewater treatment plant. There were no improvements on which funds were expended that were completed during the fiscal year. The improvements described above are anticipated to continue to be undertaken in the next fiscal year.

Approximate Dates of Construction of Certain Public Improvements:

Sufficient funds have been collected for certain planned public improvements at this time. The approximate date of such improvements has been provided above. There are no additional approximate dates of construction for other public improvements identified at this time.

Interfund Transfers and Loans:

There were no interfund transfers or loans made during Fiscal Year 2023-24.

Refunds:

There were no refunds made to any individuals or entities during Fiscal Year 2023-24.

Item 3C - Page 13

CITY COUNCIL STAFF REPORT

DATE: July 21, 2025 BUSINESS & LEGISLATIVE

SUBJECT: INTRODUCE AND CONDUCT A FIRST READING OF ORDINANCE NO. _____, ENTITLED “AN ORDINANCE OF THE CITY OF PALM SPRINGS, CALIFORNIA, AMENDING CHAPTER 5. 41 OF THE PALM SPRINGS
MUNICIPAL CODE, STRICTLY REGULATING PEDICABS”

FROM: Scott C. Stiles, City Manager

BY: Department of Special Program Compliance

SUMMARY:

On February 7, 2018, Ordinance No. 1951 was adopted by the Palm Springs City Council (“City Council”), establishing Palm Springs Municipal Code (“PSMC”) 5.41 Regulation of Pedicabs. The Ordinance was initially introduced as a pilot program that would allow alcohol consumption on pedicabs. Following months of community and business outreach, the Ordinance was adopted and revised to eliminate the consumption of alcohol and the pilot program designation. This agenda item amends the current regulation of pedicabs. This agenda item provides the City Council with the opportunity to consider changes as well as provide staff with additional direction if necessary.

RECOMMENDATION:

Introduce and conduct a first reading by title only, of an ordinance entitled:

“AN ORDINANCE OF THE CITY OF PALM SPRINGS, CALIFORNIA, AMENDING CHAPTER 5.41 OF THE PALM SPRINGS MUNICIPAL CODE, STRICTLY REGULATING PEDICABS”

BACKGROUND:

Regulations pertaining to p edicab operations in the City were initially presented to the City Council on October 5, 2016. A proposed ordinance that would allow pedicab passengers to consume alcohol onboard was introduced, but not adopted. Staff w as directed to conduct research and outreach to local businesses.

On October 4, 2017, the subject of pedicabs returned to the City Council. The proposed ordinance was tabled with Councilmember Kors appointed as a liaison to coordinate with Item 3D - Page 1
City Council Staff Report
July 21, 2025 -- Page 2
Pedicab Regulation

the Main Street merchant association and other merchants in the downtown/uptown business district.

On January 24, 2018, staff presented an ordinance for a pilot pedicab program that would allow alcohol consumption onboard pedicabs. Included in the proposed ordinance were conditions more restrictive than State requirements, which included a $10 million dollar umbrella insurance coverage requirement. Councilmembers expressed their concerns related to consumption of alcohol on pedicabs. Concerns regarding public safety and lack of police personnel led to the removal of alcohol consumption onboard the pedicabs. On February 7, 2018, Ordinance 1951 was adopted adding Chapter 5.41 to the Palm Springs Municipal Code (“PSMC”). Staff determined that it would not remove the umbrella insurance requirement based upon the fact that continued pedicab operations in the City would, to some degree, continue to involve alcohol consumption by passengers during planned pedicab stops.

In February 2025 , staff became aware of pedicab businesses operating without a City issued permit, instead, they were operating solely with a business license. To bring the businesses into compliance, staff reached out to the businesses and requested they complete the application process. In completing the application process, it was brought to staff’s attention that t he City’s required $10 million umbrella insurance policy was unattainable at commercially reasonable premiums . T wo applicants provided communication from their insurance carriers indicating that they would not be able to provide an umbrella policy in that amount and that it was considerably more than other cities required.

STAFF ANALYSIS:

In researching the issue, City staff learned that the City’s current umbrella insurance requirement is notably higher than the insurance requirements for pedicab operators in other municipalities and also significantly higher than the minimum insurance requirements for pedicabs found in California Vehicle Code §21215 , which states:

The operator of the pedicab shall at all times be able to establish financial responsibility in a minimum amount of one million dollars ($1,000,000) general liability insurance coverage and an additional five hundred thousand dollars ($500,000) general umbrella insurance that covers the pedicab. The local jurisdiction that authorized the pedicab to operate may require additional proof of financial responsibility.

Included as ATTACHMENT A is an overview of pedicab and megacycle ordinances adopted by other Cities in California.

ATTACHMENT B is the proposed ordinance revisions , for City Council discussion and direction, that include:

Item 3D - Page 2
City Council Staff Report
July 21, 2025 -- Page 3
Pedicab Regulation

• U pdating the definition of pedicab to include megacycles • T he removal of the $10 million umbrella insurance requirement replaced with an additional $500,000 general umbrella insurance policy that covers all of an owner’s four-wheeled pedicab operations within the city
• Specific language in Certificates of Insurance with the City as an additional insured and ensuring indemnification of the City, its officers, employees, and agents • Limiting sound amplification so it cannot be heard more than 50 feet away while being operated

FISCAL IMPACT:

None.

REVIEWED BY:

Department Director: Veronica Goedhart
Assistant City Manager: Teresa Gallavan
City Attorney: Jeffrey S. Ballinger
City Manager: Scott Stiles

ATTACHMENTS:

A. Overview of surrounding cities and their insurance requirements.

B. Proposed Ordinance

Item 3D - Page 3

ATTACHMENT A

Item 3D - Page 4
City: Insurance Requirements:

Marysville $2 million per occurrence including bodily injury, death or on or more persons, property damage & personal injury.

Sacramento $1 million per occurrence including bodily injury including death of one or more persons, property damage & personal injury.

San Diego $1 million per occurrence for bodily injury & personal injury or property damage.

San Francisco Personal Injury or Death: $100,000 for each person injured or killed subject to a limit of $450,000 per occurrence.

Property Damage: $10,000 per occurrence

Bond required:

A. For only one pedicab: $100,000 for any one occurrence.

B. For more than one but less than six pedicabs: $200,000 for any one occurrence.

C. For more than five but less than 21 pedicabs: $450,000 for any one occurrence.

D. For more than 20 but less than 61 pedicabs: $600,000 for any one occurrence.

E. For more than 60 but less than 101 pedicabs: $1,000,000 for any one occurrence.

F. For more than 100 pedicabs: $3,000,000 for any one occurrence.

Subject to the limits shown for any one occurrence, the bond shall be conditioned to pay $100,000 for injury to any one person and $10,000 for damage of property of any one person.

Santa Barbara CGL: $1 million per occurrence, $2 million aggregate.

WC: $1 million per accident for bodily injury or disease.

If pedicab company carriers’higher limits, city is entitled to the higher limits coverage.

Santa Monica $1 million per each occurrence.

If pedicab company carriers higher limits, city is entitled to the higher limits coverage.

Item 3D - Page 5

ATTACHMENT B

Item 3D - Page 6
ORDINANCE NO. ____

AN ORDINANCE OF THE CITY OF PALM SPRINGS
AMENDING CHAPTER 5.41 OF THE PALM SPRINGS

MUNICIPAL CODE TO UPDATE THE REGULATION OF
PEDICABS ON CITY STREETS.

City Attorney Summary
This Ordinance amends Chapter 5.41 of the City’s existing Municipal Code provisions related to the regulation of the operation of pedicabs in the City.

WHEREAS, on February 7, 2018, the City Council adopted Ordinance No. 1941 , enacting Palm Springs Municipal Code Chapter 5.41; and
WHEREAS, at the time of such ordinance adoption, City staff determined that certain umbrellas insurance requirements were necessary; and
WHEREAS, in February 2025, City staff identified several pedicab operators failing to comply with permitting requirements based on an unattainable umbrella insurance requirements for pedicab operators; and
WHEREAS, the City finds and determines that requiring a commercially unattainable umbrella insurance requirement makes it impossible for pedicab operators to comply with City permitting requirements; and
WHEREAS, amending Chapter 5.41 of the City’s municipal code will protect the general safety and welfare of passengers using pedicabs for hire and pedestrians and motorists within the city

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM SPRINGS D
OES HEREBY ORDAIN AS FOLLOWS:

SECTION 1. Chapter 5.41 is amended and restated to the Palm Springs Municipal Code to read:

CHAPT
ER 5.41 REGULATION OF PEDICABS
Article I General Provisions
§ 5.41.010. Purpose.

The city council finds that regulations governing pedicabs and the owners and drivers of pedicabs are necessary to protect the general safety and welfare of passengers using pedicabs for hire and pedestrians and motorists within the city.

Item 3D - Page 7

§ 5.41.020. Definitions.

The following definitions apply in this chapter:
"Alcoholic beverages" has the same meaning as defined in California Business and Professions Code Section 23004.
"City manager" means the city manager or the city manager's designee. "Four-wheeled pedicab" means a pedicab as defined in subsection 3 of the definition for "pedicab" in this section.
"Identification card" means a card issued by the city that identifies the pedicab driver with a color photo.
“Megacycle” a four-wheeled pedal and mechanical powered device with seating for eight or more passengers that do not exceed 15 miles per hour. "Operates within the city" means the soliciting, accepting, picking up, or embarking within the city of a passenger, or passengers, for transportation to any point within or outside the city for any form of consideration.
"Pedicab" means:

1. A bicycle (as defined in California Vehicle Code Section 231) that has three or more wheels, that transports, or is capable of transporting, passengers on seats attached to the bicycle, that is operated by an individual, and that is used for transporting passengers for any form of consideration;

2. A bicycle (as defined in California Vehicle Code Section 231), with a single unarticulated frame, that pulls a sidecar or similar device that transports, or is capable of transporting, passengers on seats attached to the sidecar or similar device, that is operated by an individual, and that is used for transporting passengers for any form of consideration; or

3. A four -wheeled device that is primarily or exclusively pedal -powered, has a seating capacity for eight, or no more than 15 passengers, cannot travel in excess of 15 miles per hour, and is being used for transporting passengers for any form of consideration.
"Pedicab driver" or "driver" means an individual who drives or operates a pedicab within the city, whether as an owner, an employee of the owner, or as an independent contractor. "Pedicab driver permit" means a written permit issued by the city authorizing a person to drive or operate a pedicab within the city.
"Pedicab owner" or "owner" means any person who owns, leases, or possesses a pedicab. "Pedicab owner permit" means a written permit issued by the city authorizing a person to own one or more pedicabs and allow such pedicab(s) to be driven or operated within the city, whether by the owner or another driver.
"Pedicab vehicle permit" means the numbered permit issued by the city for display on a pedicab to indicate that the pedicab is permitted to operate within the city. "Pedicab vehicle sticker" means the numbered pedicab identification sticker issued by the city.

Item 3D - Page 8

Article II Pedicab Owners
§ 5.41.030. Permit Requirement for Pedicab Owners.

It is unlawful for a pedicab owner to drive or operate a pedicab or allow a pedicab to be driven or operated by a driver, within the city unless the owner has a valid pedicab owner permit. Pedicab owner permits are the property of the city and are not transferable to any other person.

§ 5.41.040. Application for Pedicab Owner Permit.

A. The pedicab owner permit application form shall be in a form prescribed by the city manager.

B. The applicant shall provide the following:

1. The applicant's full name;

2. The name(s) of the owner's business or company that will be operating one or more pedicab in the City in relation to the permit;

3. The applicant's business and residence addresses, phone numbers including cell phone, and email address;

4. The applicant's date of birth, and proof that the applicant is 21 years of age or older;

5. Identification in the form of a current and valid motor vehicle driver's license or identification card issued by any state or territory of the United States, or a valid passport;

6. Proof of a valid city business license;

7. Certificates and endorsements evidencing the owner's insurance and capacity for indemnification as required by this chapter;

8. Agreement to the city requirements of Live Scan fingerprinting and a comprehensive background check of the applicant, and payment of the city's established fee for same;

9. Agreement and covenant to employ and ensure the presence of an onboard safety monitor, who is over 21 years of age and has completed either the Licensee Education on Alcohol and Drugs (LEAD) program implemented by the Department of Alcoholic Beverage Control, or a training course utilizing the curriculum components recommended by the Responsible Beverage Service Advisory Board established by the Director of Alcoholic Beverage Control, whenever alcoholic beverages are consumed on any pedicab of the owner operating within the city; and

10. Such other material as the city manager may require to evaluate the fitness of the applicant to be granted a pedicab owner permit.

C. Each applicant must sign the application, which shall contain a warning that the application may be denied or the permit suspended, modified, or revoked if the Item 3D - Page 9

applicant misrepresents facts relevant to the fitness of the applicant to be granted a pedicab driver permit.

D. The city manager shall investigate the facts stated in an application for a pedicab driver permit and other relevant data.

§ 5.41.050. Fee and Term for Pedicab Owner Permit.

The City shall charge an annual nonrefundable fee to recover the cost of activities associated with the administration, regulation, and issuance of pedicab owner permits in an amount as may from time to time be determined by city council resolution. A pedicab owner permit shall be valid for a period for one year from the date of issuance.

§ 5.41.060. Pedicab Owner Permit Renewal.

A pedicab owner permit shall be renewable annually 30 days prior to the expiration of the existing permit. The renewal fee shall be set by a city council resolution.

§ 5.41.070. Insurance Requirements.

A. At all times, each pedicab owner shall indemnify, keep indemnified, save harmless, and defend the City, its officers, agents and employees from and against any injury, loss, damage, liability, claim and expense of any kind which the City or any of its officers, agents and employees may sustain, incur or pay and from all actions that may be connected with any of pedicab operations arising from or related to that owner's pedicab owner permit, or any pedicab driver permit related thereto.

B. To ensure a continued capacity to indemnify pursuant to this section, each pedicab owner shall procure and maintain at its sole cost, during the term of the permit and any renewals thereof, from an insurer admitted in California or having a minimum rating of or equivalent to A:VIII in Best's Key Rating Guide, comprehensive general liability insurance, endorsed to cover the use of all pedicabs operated pursuant or in relation to the permit, with a combined single limit of at least one million dollars ($1,000,000) for each occurrence, and two million dollars ($2,000,000) general aggregate. Coverage shall be at least as broad as ISO CGL Form 00 01 on an occurrence basis for bodily injury, including death, of one or more persons, property damage and personal injury, and shall apply to all of the operations of that owner's pedicab(s) in the city. In addition to this coverage, each owner of a four -wheeled pedicab shall procure and maintain an additional five hundred thousand ($500,000) ten million dollars ($10,000,000) general umbrella insurance policy that covers all of that owner's four-wheeled pedicab operations within the city.

C. The city, its officials, employees, and agents shall be covered as additional insureds with respect to liability arising from the operations of pedicabs insured pursuant to this requirement. Said insurance shall be primary insurance with respect to the cit y, and shall contain an endorsement requiring 30 days prior written notice from insurers to the city and pedicab owner before any cancellation or change of coverage.

D. Each pedicab owner holding a permit shall file certificates of insurance and original endorsements containing the original signature of a person authorized by the insurer to bind coverage on its behalf and evidencing the coverage required herein for Item 3D - Page 10

approval, as to sufficiency and form, prior to commencing operations pursuant to the permit. The City reserves the right to require complete certified copies of all policies at any time.

E. Insurance under this section may provide for such deductibles or self -insured retention as may be acceptable to the City's risk manager. In the event such insurance provides for deductibles or self -insured retention, each pedicab owner permittee shall fully protect the City, its officials and employees in the same manner and to the same extent as they would have been protected had the policy not contained any deductible or retention provisions.

F. Insurance required herein shall not be deemed to limit any pedicab owner's liability for any injury, loss, damage, liability, claim and expense of any kind incurred in relation to any pedicab that operates within the city under this chapter. Any modification or waiver of these insurance requirements shall only be made with the written approval of the city's risk manager.

G. Certificates and endorsements evidencing the coverage described in this section shall be provided to the city.

Item 3D - Page 11

Article III Pedicab Drivers
§ 5.41.080. Pedicab Driver Permits.

It is unlawful for any person to drive or operate a pedicab within the city without having a valid pedicab driver permit. Pedicab driver permits are the property of the city and are not transferable to any other person.

§ 5.41.090. Application for Pedicab Driver Permit.

A. The pedicab driver permit application form shall be in a form prescribed by the city manager.

B. The applicant shall provide the following:

1. The applicant's full name;

2. The applicant's business and residence addresses, phone numbers including cell phone, and email address;

3. The name(s) of the business or company, if any, for which the driver works as a pedicab driver;

4. The applicant's date of birth, and proof that the applicant is 21 years of age or older;

5. Identification in the form of a current and valid motor vehicle driver's license or identification card issued by any state or territory of the United States, or a valid passport;

6. Agreement to the city requirements of Live Scan fingerprinting and a comprehensive background check of the applicant, and payment of the city's established fee for same;

7. Proof of completion of either the Licensee Education on Alcohol and Drugs (LEAD) program implemented by the Department of Alcoholic Beverage Control, or a training course utilizing the curriculum components recommended by the Responsible Beverage Service Advisory Board established by the Director of Alcoholic Beverage Control;

8. Four recent color passport-sized photographs; and

9. Such other material as the city manager may require to evaluate the fitness of the applicant to be granted a pedicab driver permit.

C. Each applicant must sign the application, which shall contain a warning that the application may be denied or the permit suspended, modified, or revoked if the applicant misrepresents facts relevant to the fitness of the applicant to be granted a pedicab driver permit.

D. The city manager shall investigate the facts stated in an application for a pedicab driver permit and other relevant data.

Item 3D - Page 12

§ 5.41.100. Fee and Term for Pedicab Driver Permit.

The City shall charge an annual non-refundable fee to recover the cost of activities associated with the administration, regulation, and issuance of pedicab driver permits in an amount as may from time to time be determined by city council resolution. A pedicab driver permit shall be valid for a period for one year from the date of issuance.

§ 5.41.110. Pedicab Driver Permit Renewal.

A pedicab driver permit shall be renewable annually 30 days prior to the expiration of the existing permit. The renewal fee shall be set by city council resolution.

§ 5.41.120. Identification Card Issued to Pedicab Driver.

A. The city shall issue an identification card to a pedicab driver permit holder.

B. While the pedicab operates within the city, the pedicab driver shall wear the identification card at all times on his or her person, in a manner clearly visible to the public.

C. Identification cards are the property of the city and are not transferable to any other pedicab driver. In the event that a person's pedicab driver permit is suspended or revoked, the operator shall immediately surrender the identification card to the city manager. In the event of a suspension, the city manager shall return the identification card to its holder after termination of the suspension period.

§ 5.41.130. Driver's License Requirement to Drive or Operate Pedicab.

A. No person shall drive or operate a pedicab unless he or she is currently and validly licensed by the state of California to drive a motor vehicle. A pedicab driver shall have his or her current valid motor vehicle driver's license issued by the state of California on his or her person at all times while driving or operating a pedicab.

B. A pedicab operator shall report a change in the status of his or her driver's license to the city within three business days of the change.

Article IV Pedicab Vehicles
§ 5.41.140. Permit and Sticker Requirements for Pedicab Vehicles.

A. It is unlawful for any pedicab owner to drive, lease, rent, or allow a pedicab to be driven or operated within the city by a pedicab driver, regardless of the city's issuance of any pedicab owner permit or pedicab driver permit, without a valid pedicab vehicle permit and pedicab vehicle sticker for the pedicab in question.

B. The pedicab vehicle permit for each pedicab that operates within the city shall be permanently affixed in a conspicuous and visible location within the pedicab. In addition, the pedicab vehicle sticker for each pedicab that operates within the city shall be permanently affixed in a conspicuous and visible location on the outside of the pedicab.

Item 3D - Page 13

C. Pedicab vehicle permits and stickers are the property of the city and are not transferable to any other pedicab.

§ 5.41.150. Application for Pedicab Vehicle Permit and Sticker.

A. The pedicab vehicle permit and sticker application form shall be in a form prescribed by the city manager.

B. The applicant shall provide the following information in the application:

1. The applicant's full name, business and residence addresses, phone numbers including cell phone, and email address;

2. The name(s) of the business or company, if any, in relation to which the pedicab that is the subject of the application, will operate within the city;

3. The name and address of all legal and registered owners of the pedicab that is the subject of the application;

4. A description of the pedicab, including trade name, if any, serial number or owner identification number, body style, and color scheme;

5. Seating capacity of the pedicab; and

6. Proof of insurance in accordance with this

§ 5.41.160. Requirements for Issuance of a Pedicab Vehicle Permit.

A. A pedicab vehicle permit will be issued only after the pedicab proposed for operation within the city has been inspected by the city. To pass inspection, a pedicab must have all of the following:

1. A battery-operated headlight capable of projecting a beam of white light for a distance of 300 feet, affixed to the pedicab. The light may be removable and rechargeable;

2. Battery-operated taillights affixed on the right and the left at the same level on the rear exterior of the passenger compartment. Such taillights shall be red in color, and plainly visible from all distances within 500 feet to the rear of the pedicab. The lights may be removable and rechargeable;

3. Signal bells and turn signals indicators;

4. Seat belts and seat backs for each available passenger;

5. Four wheeled pedal-powered pedicabs shall be equipped with brakes, reflectors, headlights, and grab rails; and

6. Those requirements related to bicycles set forth in California Vehicle Code Section 21201.

§ 5.41.165. Fee and Term for Pedicab Vehicle Permit.

The city shall charge an annual nonrefundable pedicab vehicle permit fee, in an amount Item 3D - Page 14

set by city council resolution, to recover the costs of the administration, regulation, and issuance of pedicab vehicle permits. Pedicab vehicle permits shall be valid for a period of one year from date of issuance.

§ 5.41.170. Pedicab Vehicle Permit Renewal.

Pedicab vehicle permits are renewable annually, 30 days prior to the expiration of an existing permit, upon filing of a new application, completion of a new annual inspection of the pedicab, and payment of the pedicab vehicle permit fee.

§ 5.41.175. Equipment Regulations for Pedicabs.

No person shall operate, or cause to be operated, a pedicab that fails to meet the equipment requirements of this chapter.

Article V Pedicab Operations
§ 5.41.180. Fare Schedule.

A. Every pedicab shall have permanently affixed to the outside of the vehicle, in a place readily to be seen by passengers, a frame covered with clear plastic, or similar material, enclosing a card upon which shall be printed in plain, legible letters and numbers the schedule of rates authorized for carriage in such pedicab. The font size for such lettering shall be at least one inch in height.

B. It is unlawful for a pedicab driver to deceive any passenger who rides in the vehicle, or who expresses a desire to ride in such vehicle, as to that passenger's destination or the rate to be charged.

C. It is unlawful for a pedicab driver to demand from a passenger a fare greater than the fare contained in the posted fare schedule.

D. Subsection C of this section does not apply to fares for special tours, provided that the fare for the special tour is agreed upon between the passenger and the pedicab driver prior to the beginning of the tour.

§ 5.41.190. Report of Accidents.

A. A pedicab owner shall annually report to the Department of the California Highway Patrol on January 1, any accidents caused or experienced by each pedicab that the owner operates within the city.

B. A pedicab driver shall immediately report any accident or collision in which he or she is involved while operating a pedicab, which results in property damage or personal injury of any kind, to the owner of the pedicab involved in the accident or collision.

C. For any accident or collision involving a pedicab and resulting in property damage or personal injury of any kind, the owner of the involved pedicab shall, within 48 hours of his/ her knowledge of the occurrence of the accident or collision in question, submit a written report thereof to the city manager. A true, correct and complete copy of a report required under state law shall be deemed sufficient for such purposes; Item 3D - Page 15

otherwise, such report shall contain all information required with respect to reports otherwise required under state law.

§ 5.41.200. Pedicab Operation.

A. All pedicabs shall be operated according to the provisions of this chapter, the applicable provisions of the California Vehicle Code and this code governing the operation of bicycles, and all other applicable state and federal laws.

B. No pedicab shall be operated in weather conditions that pose an unreasonable safety risk to the drivers or passengers of the pedicab, or to other motorists or pedestrians.

C. No owner or driver of a pedicab shall knowingly permit such pedicab to be used for unlawful purposes or knowingly to transport persons for such purposes.

D. Every pedicab operating under this chapter will be inspected by the city manager at such intervals as may be established by the city manager, but in no event less frequently than annually in accord with the provisions of this chapter, to insure the continued maintenance of safe operating conditions. Such pedicabs shall be maintained in working order and good repair. Maintenance and repair records for each pedicab shall be retained by that pedicab's owner for at least three years after such maintenance and repair has been completed, and such records shall be made available to the city upon request.

E. The city manager shall designate all legal loading and unloading zones within the city. Signage shall identify each such loading and unloading zone, and may set forth additional locations where pedicabs are allowed to park or stand. A pedicab may only remain standing upon a street if the pedicab is complying with on-street traffic signs or signals, is parked in a designated and legal loading and unloading zone, for the purpose of immediately loading or unloading passengers, or is parked in a specific location identified by the city manager for parking or standing.

F. It shall be unlawful for any pedicab at any location, apart from a designated and legal loading and unloading zone or a city manager-identified parking/standing location, to impede pedestrian or vehicular traffic.

G. In addition to the other restrictions set forth in this section, pedicab drivers must comply with on -street parking regulations regarding loading zones, fire zones, spaced designated for carriages, taxis, busses, the disabled, and metered parking spaces.

H. No pedicab driver shall leave a pedicab unattended, while in operation for the solicitation or transportation of passengers, unless parked in a specific parking/standing locations identified by the city manager. Pedicabs in specific parking/standing locations identified by the city manager may be left unattended for no more than 15 minutes.

I. Each pedicab owner shall maintain an operational log for each pedicab owned and operated pursuant to that owner's pedicab owner's permit. The operational log shall list the dates and times of the operation of each pedicab, and the name of any pedicab driver operating the pedicab during those dates and times.

J. Pedicab owners shall establish a policy and procedure for the collection, retention Item 3D - Page 16

and return of lost property found in each pedicab, including without limitation response to any inquiry about lost property within five business days.

K. Pedicab owners and pedicab drivers shall also be diligent and courteous in responding to and resolving inquiries and complaints from passengers, city officials, and members of the general public regarding the operation of any pedicabs that they own or drive.

L. The city manager shall promulgate, and may from time to time amend, rules and restrictions regarding the times when and locations where pedicabs may be driven and operated within the city, as well as the location of any pedicab stand used for loading and unloading of passengers, the appearance and maintenance of pedicabs and pedicab drivers, and other matters pertaining to the operation of pedicabs. The city manager shall ensure that each pedicab owner is given an updated version of such restrictions.

M. It is unlawful for any pedicab owner or pedicab driver to drive or operate a pedicab, or allow a pedicab to be driven or operated, in violation of the rules and restrictions adopted by the city manager.

N. Pedicab owners, pedicab drivers, and pedicab vehicles are subject to all applicable city, county, state, and federal laws, rules, and regulations.

O. A pedicab shall not operate on any city street with a speed limit in excess of thirty 30 miles per hour, except to cross such a street at an intersection.

P. Four-wheeled pedicabs shall not operate within the city at any hour after 11:00 p.m.

Q. Pedicabs shall be operated as close as practicable to the right-hand curb or edge of the roadway, except when necessary to overtake another vehicle, to avoid a stationary object, or when preparing to make a left turn.

R. No pedicab shall operate at any location in the City with any alcoholic beverage on board.

S. No driver of a vehicle shall operate, or permit the operation of, any sound amplification system that can be heard outside the vehicle from 50 or more feet when the vehicle is being operated upon a highway, unless that system is being operated to request assistance or warn of a hazardous situation.

§ 5.41.210. Prohibition of Alcohol-Related Pedicab Operations.

The consumption of alcoholic beverages shall be unlawful on any pedicab.

Article VI Denial, Suspension, Modification and Revocation of Permits § 5.41.220. Denial of a Pedicab Permit.

The city manager may deny issuance of a pedicab owner permit, a pedicab driver permit, or a pedicab vehicle permit if an applicant for such permit:

A. Fails to comply with the requirements of this chapter; Item 3D - Page 17

B. Misrepresents facts relevant to the fitness of the applicant in question; C. Is currently required to register pursuant to California Penal Code Section 290 or California Health and Safety Code Section 11590;
D. Has been convicted of any crime involving moral turpitude; or E. Has been convicted of a "hit and run" violation pursuant to California Vehicle Code Section 20001, 20002 or 20003, engaging in a speed context in violation of California Vehicle Code Section 23109, or 23109.1, driving a vehicle "recklessly" in violation of California Vehicle Code Section 23103, 23103.5, or 23104, fleeing a pursuing peace officer in violation of California Vehicle Code Section 2800.1, 2800.2, 2800.3, or 2800.4, driving while under the influence of intoxicating alcohol or drugs in violation of California Vehicle Code Section 23152 or 23153, or vehicular manslaughter in violation of California Penal Code Section 192 or 192.5, within the 10 years immediately preceding application for a pedicab permit under this chapter.

§ 5.41.230. Suspension, Modification, or Revocation of Permits.

A. The city manager may suspend, modify or revoke a pedicab owner permit, a pedicab driver permit, or pedicab vehicle permit if the holder of the permit:

1. Misrepresents facts relevant to the fitness of the pedicab owner or pedicab driver if such misrepresentation becomes known after a permit has been issued;

2. Violates the traffic laws of the city, county or state;

3. Is convicted of a "hit and run" violation pursuant to California Vehicle Code Section 20001, 20002 or 20003, engaging in a speed context in violation of California Vehicle Code Section 23109, or 23109.1, driving a vehicle "recklessly" in violation of California Vehicle Code Section 23103, 23103.5, or 23104, fleeing a pursuing peace officer in violation of California Vehicle Code Section 2800.1, 2800.2, 2800.3, or 2800.4, driving while under the influence of intoxicating alcohol or drugs in violation of California Vehicle Code Section 23152 or 23153, or vehicular manslaughter in violation of California Penal Code Section 192 or 192.5.

4. Fails to maintain any pedicab in good order and repair;

5. Drives or operates a pedicab, or allows a pedicab to be driven or operated, when it is known to the owner or driver not to be in good order and repair;

6. Knowingly falsifies material and relevant facts on an application or renewal application for a pedicab owner permit, pedicab driver permit, or pedicab vehicle permit;

7. Fails to maintain insurance as required in this chapter;

8. Fails to notify the city manager 30 days prior to the effective date of liability insurance cancellation or change of insurer;

9. Fails to pay any fines, penalties, fees or damages lawfully assessed upon the owner or driver of a pedicab, pursuant to this chapter or otherwise; Item 3D - Page 18

10. Is convicted of a violation of any crime involving driving after ingestion or consumption of any alcoholic beverage or narcotic, or moral turpitude;

11. Operates any vehicle in a manner which constitutes a misdemeanor under the laws of the state of California;

12. Fails to comply with any of the applicable provisions of this chapter or the rules and regulations prescribed by the city manager; or
B. In addition to the provisions of Section 5.41.230, the city manager may immediately suspend or revoke any pedicab owner permit, a pedicab driver permit or pedicab vehicle permit upon receipt of information reasonably sufficient and reliable to establish probable cause to believe that the permit holder has committed a violation of law involving:

1. A criminal offense chargeable as a felony;

2. Solicitation for prostitution;

3. A narcotics or alcohol-related offense;

4. The suspension or revocation of a license to drive issued by a state or territory of the United States.

C. Upon suspension or revocation of any permit, the pedicab owner or pedicab driver shall immediately surrender the pedicab owner permit, pedicab driver permit, pedicab vehicle permit, and any identification card(s) and/or pedicab vehicle sticker(s) to the city ma nager. In the event of suspension, the city manager shall return any suspended permit to the holder of such permit immediately after termination of the suspension period. After any such permit has been revoked, the holder of that permit may not reapply for such permit until three years have elapsed since the date when the revocation in question became a final adjudication.

Article VII Enforcement
§ 5.41.240. Enforcement Authority.

The city manager is authorized to administer and enforce the provisions of this chapter.

The city manager may exercise any enforcement powers as provided in this code.

§ 5.41.250. Enforcement Remedies.

A. All remedies prescribed under this chapter shall be cumulative and the election of one or more remedies shall not bar the city from the pursuit of any other remedy for the purpose of enforcing the provisions hereof.

B. Any person who violates a provision of this chapter is subject to criminal sanctions pursuant to this section, civil actions, penalties and costs pursuant to section 1.01.240 of this code, and administrative penalties pursuant to chapters 1.01 and 1.06 of this Code and the specific administrative penalties provided in this section.

C. Any person who violates any provision in this chapter is guilty of a misdemeanor for each day during which any violation or condition representing a violation of this Item 3D - Page 19

chapter continues.

D. An administrative citation issued pursuant to Chapter 1.06 for a first violation of this chapter shall be $500, and each subsequent violation shall be $1,000. In addition to issuance of an administrative citation to any pedicab driver or onboard safety monitor liable for a violation of any provision of this chapter, the city may issue an administrative citation for the same violation for levy and assessment against the owner of the pedicab involved in the violation in question. The remainder of chapter

1.06 shall apply to administrative citations issued pursuant to this section, including without limitation the hearing procedure reflected in section 1.06.060.

E. Violations of this chapter are hereby declared to be a public nuisance.

§ 5.41.260. Strict Liability Offenses.

Violations of this chapter shall be treated as strict liability offenses.

Article VIII Right of Appeal and Appeal Procedure re Permit Issues § 5.41.270. Right of Appeal from Denial, Suspension, Modification, or Revocation of Permit.

A. Any person aggrieved by any decision of the City Manager with respect to the denial, suspension, modification or revocation of a permit of a permit under this chapter may appeal that decision pursuant to chapter 2.50 of this Code.

B. If no timely appeal is filed, the pedicab owner permit, pedicab driver permit, or pedicab vehicle permit shall be considered denied, suspended, modified, or revoked, and the pedicab owner or pedicab driver shall immediately surrender any such permit, as well as any identification card(s) and pedicab vehicle sticker(s) issued in relation thereto, to the city manager.

SECTION 2. Neither introduction nor adoption of this Ordinance represents a "project" for purposes of the California Environmental Quality Act (CEQA), as that term is defined by CEQA guidelines (Guidelines) section 15378, because this Ordinance is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per section 15378(b)(5) of the Guidelines.

SECTION 3. The Mayor shall sign, and the City Clerk shall certify to the passage and adoption of this Ordinance and shall cause the same, or the summary thereof, to be published and posted pursuant to the provisions of applicable law; this Ordinance shall take effect thirty (30) days after passage.

Item 3D - Page 20

PASSED, APPROVED, AND ADOPTED BY THE PALM SPRINGS CITY COUNCIL THIS _____ DAY OF ______________, _________.

RON DEHARTE
MAYOR

ATTEST:

BRENDA PREE, MMC

CITY CLERK

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

CITY OF PALM SPRINGS )

I, BRENDA PREE, City Clerk of the City of Palm Springs, California, do hereby certify that Ordinance No. ____ is a full, true, and correct copy, and was introduced at a regular meeting of the Palm Springs City Council on _________ and adopted at a regular meeting of the City Council held on __________ by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

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

BRENDA PREE, MMC

CITY CLERK

Item 3D - Page 21

Palm Springs City CouncilJuly 21, 2025

Palm Springs City Council
July 21, 2025